EXHIBIT 10.25



                                      LEASE






           BETWEEN:                  YONGE WELLINGTON PROPERTY LIMITED

           AND:                      SIMBA TECHNOLOGIES INCORPORATED

           COMMENCEMENT DATE:        The 1st day of October, 1996

           TERMINATION DATE:         The 31st day of January, 2002

           PREMISES:                 Suite 400, 885 Dunsmuir Street
                                     Vancouver, British Columbia


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                                                         LANDLORD/TENANT

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                                                                           INDEX
<TABLE>
<S>                     <C>                                                                      <C>
                                                                                                 Page
         1.       INTERPRETATION

                           1.01         Definitions                                                1
                           1.02                                                                    1
                           1.03                                                                    1
                           1.04                                                                    1
                           1.05                                                                    2
                           1.06                                                                    2
                           1.07                                                                    2
                           1.08                                                                    2
                           1.09                                                                    2
                           1.10                                                                    2
                           1.11                                                                    2
                           1.12                                                                    2
                           1.13                                                                    2
                           1.14                                                                   2-3
                           1.15                                                                    3
                           1.16                                                                    3
                           1.17                                                                    3
                           1.18                                                                    3
                           1.19                                                                    3
                           1.20                                                                   3-4

         2.       PREMISES

                           2.00                                                                    4

         3.       TERM

                           3.00                                                                    4

         4.       RENT

                           4.00                                                                    4

         5.       TENANT'S COVENANTS

                           5.00                                                                    4
                           5.01         Rent                                                       4
                           5.01.01                                                                 4
                           5.02         Tenant's Taxes                                             4
                           5.03         Utilities                                                 4-5
                           5.04.01      Taxes                                                      5
                           5.04.02                                                                 5
                           5.04.03                                                                 5
                           5.05.01      Operating Costs                                            5
                           5.05.02                                                                 5
                           5.06         Net Lease                                                  5
                           5.07         Evidence of Payment                                        5
                           5.08.01      Repair and Notice                                         5-6
                           5.08.02      Care of Premises                                           6
                           5.08.03      Failure of Tenant to Repair                                6
                           5.09         Damage Caused by Tenant                                    6
                           5.10.01      Assignment and Sub-letting                                 6
                           5.10.02                                                                 7
                           5.10.03                                                                 7
                           5.10.04                                                                 7
                           5.10.05                                                                 7
                           5.11         Rules and Regulations                                      7
                           5.12         Use of Premises                                           7-8
                           5.13         Acts of Tenants Causing Cancellation of
                                        Insurance                                                  8
                           5.14         Observance of Law                                          8
</TABLE>
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<TABLE>
<S>                       <C>                     <C>                                             <C>

                           5.15         Waste and Nuisance                                         8
                           5.16         Entry by Landlord                                          8
                           5.17         Indemnity                                                 8-9
                           5.18         Tenant's Insurance                                        9-10
                           5.19         Goods and Chattels Not to be Removed                      10
                           5.20         Showing Premises and Displaying Signs                     10
                           5.21.01      Alterations                                               10
                           5.21.02                                                                10
                           5.21.03                                                                10
                           5.22         Interior Finishing                                       10-11
                           5.23         Signs                                                     11
                           5.24         Keep Tidy                                                 11
                           5.25         Certificates                                              11
                           5.26.01      Surrender of Possession                                   11
                           5.26.02                                                                11
                           5.27.01      Additional Services                                       11
                           5.27.02                                                               11-12
                           5.28         Energy Conservation                                       12

         6.       LANDLORD'S COVENANTS

                           6.00                                                                   12
                           6.01         Quiet Enjoyment                                           12
                           6.02         Premises to be Ready for Occupancy or
                                        Rent to Abate                                             12
                           6.03         To Maintain the Structure                                 12
                           6.04         Taxes                                                     12
                           6.05         Heating                                                   12
                           6.06         Air-Conditioning                                          12
                           6.07         Elevator                                                 12-13
                           6.08         Access                                                    13
                           6.09         Washrooms                                                 13
                           6.10         Janitor Service                                           13
                           6.11         Light Fixtures                                            13
                           6.12         Insurance                                                13-14

         7.       MUTUAL CONDITIONS

                           7.00                                                                   14
                           7.01         Removal of Fixtures                                       14
                           7.02.01      Alterations and Additions                                 14
                           7.02.02                                                                14
                           7.02.03                                                                14
                           7.03.01      Damage to Premises                                        14
                           7.03.02                                                                14
                           7.03.03                                                               14-15
                           7.04         Damage to Tenant's Property                               15
                           7.05         Impossibility of Performance                              15
                           7.06         Directory Board                                           15
                           7.07.01      Payments to Landlord                                      15
                           7.07.02                                                               15-16
                           7.08.01      Landlord's Right to do Work                               16
                           7.08.02                                                                16
                           7.09         No Liability for Indirect Damages                         16

         8.       REMEDIES OF LANDLORD ON DEFAULT

                           8.00         Landlord May Perform Tenant's Covenants                   16
                           8.01.01      Re-Entry                                                  16
                           8.01.02                                                               16-17
                           8.01.03                                                                17
                           8.01.04      Waiver of Exemptions                                      17
                           8.01.05      Bankruptcy                                                17
                           8.01.06      Right to Terminate                                        17
                           8.01.07      Remedies Cumulative                                       17
                           8.01.08      Distress                                                 17-18
</TABLE>
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<TABLE>
<S>       <C>            <C>                                                                        <C>
         9.       MISCELLANEOUS

                           9.01         Notice                                                       18
                           9.02         Non-Waiver                                                   18
                           9.03         Overholding                                                  18
                           9.04.01      Calculation and Allocation of Taxes
                                        and Operating Expenses                                      18-19
                           9.04.02                                                                   19
                           9.04.03                                                                   19
                           9.04.04                                                                   19
                           9.04.05                                                                  19-20
                           9.04.06                                                                   20
                           9.05         Landlord's Determinations Conclusive                         20
                           9.06         Subordination of Lease                                       20
                           9.07         Lease Entire Relationship                                    20
                           9.08         Registration                                                 20
                           9.09.01      Foreign Investment Review Act                                20
                           9.09.02                                                                   21
                           9.09.03                                                                   21
                           9.10.01      Right to Relocate                                            21
                           9.10.02                                                                   21
                           9.10.03                                                                   21
                           9.10.04                                                                   21
                           9.11                                                                      21
                           9.12                                                                      21
                           9.13                                                                     21-22

         10.      GUARANTEE

                           10.01.01                                                                  22
                           10.01.02                                                                  22
                           10.01.03                                                                  22
                           10.01.04                                                                  22
                           10.01.05                                                                  22
                           10.01.06                                                                  23
                           10.01.07                                                                  23

         11.      ADDITIONAL COVENANTS

                           11.01                                                                     23

         SCHEDULES

                   Schedule "A" Premises
                   Schedule "B" Rules and Regulations
                   Schedule "C" Additional Covenants

                                1. Deposit
                                2. Option to Renew
                                3. Fixturing Period
                                4. Parking
                                5. Option to Lease Additional Premises
                                6. Right of First Refusal
                                7. Right to Terminate
                                8. Net Lease
                                9. Asbestos

</TABLE>

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     THIS LEASE MADE the 3 day of June, 1996

     PURSUANT TO THE LAND TRANSFER FORM ACT, PART 2

     BETWEEN:

               YONGE  WELLINGTON  PROPERTY  LIMITED a company duly  incorporated
               under the Laws of  Ontario,  having  its Head  office at 48 Yonge
               Street, in the City of Toronto, in the Province of Ontario, being
               duly  licenced to carry on  business  in the  Province of British
               Columbia and having its Head Office in British Columbia at 3110 -
               650  West  Georgia  Street,  in the  City  of  Vancouver,  in the
               Province of British Columbia.

               (hereinafter called the "Landlord")

                                                             OF THE FIRST PART

     AND:

               SIMBA TECHNOLOGIES INCORPORATED a company duly incorporated under
               the laws of British Columbia, having its head office at 400 - 885
               Dunsmuir Street, in the Province of British Columbia.

               (hereinafter called the "Tenant")

                                                             OF THE SECOND PART




1.   INTERPRETATION

Definitions    1.01       For  the   purposes   of  this  Lease  the   following
               definitions shall apply:

               1.02      "Additional  Rent" means and refers to any and all sums
               of money or charges  required to be paid by the Tenant under this
               Lease  (except  rent)  whether or not the same are  designated as
               Additional  Rent or whether or not  payable  to the  Landlord  or
               otherwise and all such sums are payable in lawful money of Canada
               without deduction, abatement, set-off or compensation whatsoever.

               1.03      "Additional  Services" means and refers to the services
               and supervisions  supplied by the Landlord  referred to in Clause
               5.27 and to all other  services of any nature or kind supplied by
               the  Landlord to the Tenant in  addition to those  required to be
               supplied by the  Landlord  to the Tenant  pursuant to this Lease,
               save and except any services which the Landlord  elects to supply
               to  tenants  generally,  and the costs of which are  included  in
               Operating Costs.

               1.04       "architects"  means and refers to an architect or firm
               of architects licensed to practice  architecture  pursuant to the
               laws  of the  Province  of  British  Columbia  designated  by the
               Landlord from time to time as architects.

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               1.05      "auditors"  means and refers to a chartered  accountant
               or a firm  of  chartered  accountants  licensed  to  practice  as
               chartered  accountants  pursuant  to the laws of the  Province of
               British Columbia, designated by the Landlord from time to time as
               auditors.

               1.06       "Building"  means and  refers to the  office  building
               situated on the Lands.

               1.07       "Commencement  Date" means and refers to the first day
               of the term.

               1.08       "fire  cross-over   corridors"  means  and  refers  to
               corridors  connecting  staircases  on any  floor of the  Building
               constructed at any time pursuant to any regulation,  requirement,
               or request of the Fire Marshall of the City of  Vancouver,  or of
               any other competent  governmental  authority which are designated
               as fire cross-over corridors by the Landlord.

               1.09       "insured  damage" means and refers to that part of any
               damage  occurring  to the  Premises  of which the entire  cost of
               repair (or the  entire  cost of repair  other  than a  deductible
               amount  properly  includible  in  Operating  Costs)  is  actually
               recoverable  by the  Landlord  under  a  policy  or  policies  of
               insurance  from time to time effected by the  Landlord.  Where an
               applicable policy of insurance  contains an exclusion for damages
               recoverable from a third party,  claims as to which the exclusion
               applied shall be considered  insured  damage only if the Landlord
               successfully recovers from the third party.

               1.10       "Lands"  means and  refers  to the Lands and  Premises
               located at 885 Dunsmuir Street,

                    Lot `A' (reference Plan 10751),  Block 31, District Lot 541,
                    Group I, New Westminster District, Plan 210.

               1.11      "life safety rooms" means and refers to office space in
               the Building designated by the Landlord from time to time for the
               exclusive  housing  of  controls  installed  to  assist  fire and
               emergency personnel, which space would otherwise be rentable.

               1.12      "major expenditure" means and refers to any expenditure
               incurred  by the  Landlord  during  the  term of this  Lease  for
               replacement of machinery,  equipment,  building elements, systems
               or  facilities  used in  connection  with  the  Building,  or for
               modifications  or  additions  to  the  Building  (if  one  of the
               principal  purposes  of any such  modification  or addition is to
               reduce energy  consumption,  or to reduce  Operating Costs, or if
               such  modification  or addition  is required by any  governmental
               authority or  regulation)  and which  expenditure is greater than
               Ten per cent (10%) of the total  Operating Costs for the previous
               year.

               1.13      "normal  business  hours" means and refers to the hours
               from 8:00 a.m. to 6.00 p.m. Monday to Friday,  inclusive, of each
               week,  holidays  excepted,  or such  hours as the  Landlord  may,
               acting reasonably, designate from time to time.

               1.14      "Operating  Costs" means and refers to the total amount
               paid or payable  whether by the  Landlord  or others on behalf of
               the Landlord for the complete  maintenance  and  operation of the
               Building,  the Lands and the improvements thereon to maintain the
               Building to the  standard of a first class  commercial  building,
               all  repairs  and  replacements  required  for  such  maintenance
               including  the  cost of  major  expenditures  amortized  over the
               period  of  the  economic  life  of  the  major  expenditures  as
               determined by generally accepted accounting principles, but not

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               to exceed fifteen (15) years and provided that the amortized cost
               of the  major  expenditure  shall be  calculated  on the basis of
               equal monthly  installments  of principal and interest of Ten per
               cent  (10%)  per  annum  compounded  semi-annually,  heating  and
               air-conditioning  costs  including the purchase of fuel,  gas and
               steam  for  heating  or other  purposes  and the  costs of making
               repairs to the heating and air-conditioning  equipment, the costs
               of  providing  hot  and  cold  water,   the  costs  of  providing
               electricity  not otherwise  chargeable  to tenants,  the costs of
               painting  interior  areas not normally  rented to tenants and the
               costs of painting and  otherwise  maintaining  the outside of the
               said Building, the costs of snow removal,  landscape maintenance,
               refuse removal and window cleaning, fire, casualty, liability and
               other insurance costs, telephone and other utility costs, service
               contracts  with  independent  contractors  and all other expenses
               including    [reasonable][preceding    language   was   inserted]
               management  fees paid or payable by the  Landlord  in  connection
               with the  operation of the Building,  improvements  and Lands but
               shall not include  real estate  brokers  leasing  commissions  or
               similar fees,  interest on debt or capital  retirement of debt or
               any amounts directly  chargeable by the Landlord to any tenant or
               tenants  as  otherwise  provided  herein,  but in no  case  shall
               include repairs which fall within insured damage.

               1.15      "Premises"   shall mean that  portion  of the  Building
               shown  outlined  in red on the Plan  attached  hereto as Schedule
               "A";

               1.16      "Proportionate      Share"   means   [Eleven   Decimal
               Three][preceding language was inserted] per cent (11.3%);

               1.17      "rentable  area" in the case of the Building,  shall be
               calculated  as  if  the  entire  Building  were  let  to  tenants
               occupying whole floors; in the case of premises occupying a whole
               floor, shall include the area occupied,  measured from the inside
               finish of the permanent outer building wall and the glass line of
               exterior   glazing  with  no  deductions  made  for  columns  and
               projections  necessary  to the  Building  and shall  include life
               safety rooms or the area of fire cross-over corridors, washrooms,
               electrical  closets,  and other  closets  within and  exclusively
               serving that floor; in the case of premises occupying less than a
               whole floor,  shall include the area  occupied  measured from the
               inside finish of the permanent  outer building wall and the glass
               line of exterior glazing, with no deductions made for columns and
               projections  necessary  to the  Building,  to the office  side of
               corridor  walls and to the centre of   partitions  separating the
               Premises  from  adjoining  premises,  to  which  shall be added a
               pro-rated  portion  of the  area of the  corridors,  wash  rooms,
               electrical,   closets,  life  safety  rooms,  the  area  of  fire
               cross-over  corridors,  and other closets within and  exclusively
               serving  that  floor;  but in no case  shall  any  rentable  area
               include  mechanical  equipment  areas, the lobby and entrances on
               the ground floor, sub-surface areas, stairs (unless installed for
               the  exclusive  benefits  of  a  tenant),  elevator  shafts,  the
               vertical conveyor shaft,  flues,  stacks, pipe shafts or vertical
               ducts and the wall  enclosing  them -----  [provided  that if the
               foregoing  varies from BOMA standards of measurement,  BOMA shall
               govern.][preceding    language   was   inserted]

               1.18      "Rules  and  Regulations"  shall  mean the  Rules  and
               Regulations set out in Schedule

               1.19      "Special  Tenant  Operating  Expenses" means and refers
               to, for any given period, the excess, as reasonably determined by
               the Landlord,  of any expenses  incurred by the Landlord for such
               period  relating to the  Premises as a result of the  distinctive
               configuration of the Premises,  or the distinctive  nature of the
               operation of the Tenant's business,  or the distinctive nature of
               any of the Tenant's leasehold improvements,  which expenses would
               otherwise be Operating  Costs,  including  but not limited to any
               excess of air-conditioning., heating, lighting, water, electrical
               power, and cleaning.

               1.20      "Taxes" means and refers to an amount equivalent to all
               taxes, rates, duties, levies and assessments whatsoever,

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               whether  municipal,  parliamentary,  school or otherwise  charged
               upon  the  Building,  the  Lands,  and  all  improvements  now or
               hereafter located thereon or upon the Landlord on account thereof
               including all taxes,  rates,  duties,  levies and assessments for
               local improvements but excluding any tax which has been attracted
               by the Tenant's  improvements  and equipment  and excluding  such
               taxes as corporate,  capital,  income, profits or excess profits,
               taxes  assessed  upon the income of the  Landlord  and shall also
               include  any and all taxes  which may in the  future be levied in
               lieu of Taxes as hereinbefore defined.

2. PREMISES    2.00 In  consideration  of the rents,  covenants,  and agreements
               hereinafter  reserved and  contained on the part of the Tenant to
               be paid observed and  performed,  the Landlord  hereby leases the
               Premises to the Tenant.

3. TERM        3.00 To have and to hold the  Premises for the term of Five years
               Four months (herein called the "Term")  commencing on the 1st day
               of October, 1996 and ending on the 31st day of January, 2002.]

4. RENT        4.00 Yielding and paying therefor unto the Landlord at the office
               of the  Landlord  in the  Building  or at such other place as the
               Landlord  may direct in writing,  during the Term in lawful money
               of Canada  the rent of Four  Hundred  Fifty-Eight  Thousand  Five
               Hundred Fifty-Five DOLLARS and Fifty CENTS ($458,555.50)  payable
               without  set-off  or  deduction  by  equal  consecutive   monthly
               instalments  of Zero  DOLLARS  ($0.00) for the period  commencing
               October 1, 1996 and ending  January  31,  1997 and equal  monthly
               instalments  of Seven  Thousand  Four Hundred  Twenty Six DOLLARS
               ($7,426.00) for the period commencing February 1, 1997 and ending
               September  30,  1999  and  equal  monthly  instalments  of  Seven
               Thousand   Eight  Hundred   Ninety  DOLLARS  and  Thirteen  CENTS
               ($7890.13) for the period  commencing  October 1, 1999 and ending
               January  31,  2002 in  advance on the first day of each and every
               month  during  the Term  the  first  instalment  to be paid on or
               before the  Commencement  Date. If the Term should  commence on a
               day other than the first, or end on a day other than the last day
               of a  month,  the  rent  for the  fraction  of a month  shall  be
               calculated  on a per diem  basis  at a rate per day  equal to one
               three hundred and  sixty-fifth  part of the annual rent. The last
               instalment  of rent shall be adjusted  to reflect any  difference
               between the  aggregate of the monthly  instalments  and the total
               rent payable during the Term.

5. TENANT'S    5.00 The Tenant covenants with the Landlord as follows:
  COVENANTS

Rent           5.01 To pay rent.

               5.01.01 If the Tenant occupies all or any portion of the Premises
               before  the  Commencement  Date,  the  Tenant  shall  pay  to the
               Landlord on the  Commencement  Date a rental amount in respect of
               the period  from the date the Tenant so  occupies  any portion of
               the Premises to the Commencement Date. The rental amount shall be
               calculated  at the same rental  rate that is payable  pursuant to
               paragraph 4 hereof adjusted for the number of days of occupation.
               The  Tenant  shall  be  bound by all the  terms,  conditions  and
               provisos  of this  Lease  during any such  period of.  occupation
               prior to the Commencement Date.

Tenant's       5.02 To pay when due, all taxes, business taxes, business licence
Taxes          fees, and other charges, levied or assessed in respect of the use
               and  occupancy  of the  Premises by the Tenant,  the  business or
               businesses  carried on therein,  or the improvements,  equipment,
               machinery or fixtures brought thereon or belonging to the Tenant,
               or to anyone  occupying the Premises  with the Tenant's  consent,
               and to pay to the  Landlord  upon  demand the  portion of any tax
               levied  or  assessed   upon  the  Lands  and  Building   that  is
               attributable  to  any  improvements,   equipment,   machinery  or
               fixtures  on the  Premises  which  are  not the  property  of the
               Landlord, or which may be removed by the Tenant. Utilities

Utilities      5.03 The  Tenant  shall  pay all  telephone,  electric  and other
               utility charges in connection with the Premises that are not

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               being  supplied by the  Landlord  as  provided  herein and in the
               event  that  there is not a  separate  meter  for  measuring  the
               consumption of and charging for electricity used in the Premises,
               the  Tenant  shall  pay to the  Landlord  as  Additional  Rent in
               advance by monthly  instalments such amount as may be required by
               the Landlord  from time to time as a  reasonable  estimate of the
               cost of such electricity; the Tenant shall advise the Landlord of
               any  appliances  or  business  machines  installed  by the Tenant
               consuming or likely to consume large amounts of  electricity  and
               further, on request from time to time, shall provide the Landlord
               with a list of all electrical  appliances  and business  machines
               used in the Premises.

Taxes          5.04.01 The Tenant shall pay to the Landlord as  additional  rent
               its Proportionate Share of Taxes as estimated by the Landlord for
               the ensuing year.  The amount so estimated by the Landlord  shall
               be paid by the Tenant in equal monthly  instalments on account in
               advance on each monthly  rental  payment date. Any adjustment for
               over-payment  or  under-payment  of Taxes by the Tenant  shall be
               made by the Landlord and the Tenant from time to time.

               5.04.02   If  Taxes   shall  be   increased   by  reason  of  any
               installations  made in or upon or any  alterations  made in or to
               the  Premises  by the Tenant or by the  Landlord on behalf of the
               Tenant,  the  Tenant  shall pay the  amount of such  increase  as
               Additional Rent.

               5.04.03 Any  expense  incurred by the  Landlord in  obtaining  or
               attempting  to obtain a reduction in the amount of Taxes shall be
               added to and included in the amount of such Taxes.

Operating      5.05.01 The Tenant shall pay to the Landlord as  additional  rent
Costs          the  Proportionate  Share of Operating Costs on receipt of notice
               from the Landlord. Such Proportionate Share payable hereunder may
               be  estimated  by the  Landlord,  in which  event,  the amount so
               estimated   shall  be  paid  by  the  Tenant  in  equal   monthly
               instalments  on account in advance on each monthly rental payment
               date.  In the  event  of any  overpayment  or  underpayment  with
               respect  to  Operating  Costs  adjustment  shall  be  made by the
               Landlord and Tenant from time to time.

               5.05.02 To pay any and all Special Tenant  Operating  Expenses as
               herein set forth.  Net Lease

Net Lease      5.06 The Tenant  acknowledges and agrees that it is intended that
               this  Lease  shall be a  completely  net  lease to the  Landlord,
               except as expressly  set out herein.  The  Landlord  shall not be
               responsible during the Term for any costs, charges,  expenses and
               outlays of any nature whatsoever  arising from or relating to the
               Premises,  or the  contents  thereof and the Tenant shall pay all
               charges, impositions, costs and expenses of every nature and kind
               relating  to  the  Premises  and a  Proportionate  Share  of  all
               charges, impositions, costs and expenses of every nature and kind
               relating  to the  Building  and those parts of the  Building  not
               intended for leasing and the Tenant  covenants  with the Landlord
               accordingly.

Evidence of    5.07 The Tenant shall  produce to the Landlord  from time to time
Payment        at the request of the Landlord  satisfactory  evidence of the due
               payment by the Tenant of all payments  required to be made by the
               Tenant under this Lease.

Repair and     5.08.01 To repair,  maintain and keep the Premises in a condition
NOtice         of good  repair,  reasonable  wear and tear and  damage  by fire,
               lightning,  earthquake,  and  tempest or other  casualty  against
               which the Landlord is insured only excepted; to permit

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               the  Landlord  to  enter  and view the  state of  repair,  at all
               reasonable  times, to repair  according to notice in writing and,
               except as  aforesaid,  to leave the Premises in good  repair;  to
               give  immediate  notice  to the  Landlord  of any  defect  in the
               foundations,  outer  walls,  roof,  spouts,  and  gutters  of the
               Building,  all of the common  areas  therein,  and the  plumbing,
               sewage, electrical, heating and air-conditioning systems.

Care of        5.08.02 The Tenant  shall take good care of the Premises and keep
Premises       same in a clean,  tidy and healthy  condition  at all times.  The
               Tenant shall,  at its own expense,  replace or repair,  under the
               direction and to the reasonable satisfaction of the Landlord, the
               glass,  box and trimmings of the door and windows in or about the
               Premises which become  damaged or broken except any glass,  locks
               or trimmings,  damaged or broken by the Landlord,  its employees,
               agents or contractors.

Failure  of    5.08.03 If the Tenant should fail to repair in accordance with to
Tenant to      the provisions hereof, the Landlord, its agents, or employees may
Repair         forthwith  enter the Premises  and make the required  repairs and
               for that  purpose  the  Landlord  may bring  and  leave  upon the
               Premises all necessary  tools,  materials and equipment,  and the
               Landlord will not be liable to the Tenant for any  inconvenience,
               annoyance  or loss of business or any injury or damages  suffered
               by the Tenant by reason of the  Landlord  effecting  such repairs
               unless caused by the  negligence  of the Landlord,  its agents or
               employees,  and the expense of such  repairs will be borne by the
               Tenant who shall pay it to the  Landlord  forthwith  upon  demand
               together with an administrative  charge of fifteen per cent (15%)
               of such  expense,  which  amounts  shall  be  recoverable  by the
               Landlord as if it were rent in arrears.

Damage Caused  5.09   Notwithstanding   paragraph  5.08.01,   if  the  Building,
by Tenant      including the Premises,  the elevators,  boilers,  engines, pipes
               and other  apparatus  (or any of them)  used for the  purpose  of
               heating  or  air-conditioning   the  Building  or  operating  the
               elevators,  or if  the  water  pipes,  drainage  pipes.  electric
               lighting  or  other  equipment  of the  Building  or the  roof or
               outside  walls become  damaged or destroyed  through  negligence,
               carelessness  or  misuse by the  Tenant,  his  servants,  agents,
               employees,  or anyone permitted by him to be in the Building,  or
               through him or them in any way  damaging  the heating  apparatus,
               elevators,  water pipes,  drainage  pipes,  or other equipment or
               part of the Building,  the expense of the necessary repairs, plus
               an  administrative  charge  of  Fifteen  per  cent  (15%) of such
               expense shall be  recoverable  by the Landlord as if it were rent
               in arrears.

               5.10.01  The  Tenant  shall not  assign  this Lease or any of its
               rights  hereunder  or sublet  Sub-letting  all or any part of the
               Premises  without the prior written consent of the Landlord.  If,
               in the  [reasonable][preceding  language was inserted] opinion of
               the  Landlord,  the  proposed  assignee  or  sublessee  meets the
               [reasonable][preceding language was inserted] requirements of the
               Landlord as to:

                    (a)  Financial condition and stability;

                    (b) General commercial reputation; and

                    (c)  Compatibility with the other tenants in the Building;

               the consent of the Landlord  will not be  unreasonably  withheld,
               provided  however,  as a condition to the giving of such consent,
               the  total  rent  to be  paid  by  the  assignee,  transferee  or
               sublessee  which  exceeds the rent  referred  to in Article  4.00
               herein and Additional Rent (on a proportionate  basis relative to
               the space  occupied)  to be paid by the  Tenant  to the  Landlord
               under the terms of the Lease, shall be paid to the Landlord.

               [The  Tenant  may assign  without  the  Landlord's  consent to an
               affiliate   or   subsidiary   company.][preceding   language  was
               inserted]

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               5.10.02  If the Tenant  intends  to assign or sublet,  the Tenant
               shall first give to the Landlord  written  notice of the proposed
               transaction  setting  out in  detail  the  terms  and  conditions
               thereof,  and  provide  all other  information  relating  thereto
               requested by the Landlord.  Notwithstanding the generality of the
               foregoing the Tenant shall provide to the Landlord:

                    (a) full particulars of the proposed transaction with copies
               of all documents relating thereto;

                    (b) full particulars of the financial  worth,  residence and
               identities   of  all  parties  to  the   transaction   and  if  a
               corporation,  of all its  directors,  officers,  shareholders  or
               members and the intended business to be carried on.


               5.10.03 In the event that the Tenant  desires to assign,  sublet,
               or part with  possession of all or any part of the  Premises,  or
               transfer  this Lease and the Tenant  gives notice to the Landlord
               of  such  desire,   specifying  therein  the  proposed  assignee,
               transferee  or sublessee the Landlord  shall,  within thirty (30)
               days thereafter, notify the Tenant in writing either, that (i) it
               consents or (ii) it does not consent,  or (iii) that it elects to
               cancel this Lease in preference of the giving of such consent. In
               the  event  that the  Landlord  elects to  cancel  this  Lease as
               aforesaid, the Tenant shall notify the Landlord in writing within
               fifteen (15) days thereafter of the Tenant's  intention either to
               refrain  from  assigning,  subletting  or parting with or sharing
               possession or to accept the  cancellation  of this Lease.  Should
               the Tenant  fail to deliver  such  notice  within  such period of
               fifteen (15) days, this Lease will be terminated thirty (30) days
               from the date the Landlord elects to cancel the Lease thereafter.

               5.10.04 In no event shall any  assignment  or subletting to which
               the  Landlord  may have  consented  release or relieve the Tenant
               from his obligations to fully perform all of the terms, covenants
               and  conditions  of this Lease on his part to be performed and in
               any  event  the  Tenant  shall  be  liable  for  the   Landlord's
               reasonable costs incurred in connection with the Tenant's request
               for consent.

               5.10.05  [If the  Tenant  is an  incorporated  company  the  sale
               transfer,  or  disposition  of any of its shares which would give
               rise to a change in control of such company shall be deemed,  for
               the purposes hereof, to be an assignment of this Lease. The prior
               written  consent of the  Landlord  shall be  required  for such a
               transfer, sale or dispositon accordingly. [The preceding language
               was struck through]

 Rules and     5.11 To observe and perform, and to cause its employees, invitees
 Regulations   and others  over whom the Tenant can  reasonably  be  expected to
               exercise   control  to  observe  and   perform,   the  Rules  and
               Regulations,  and such  further  and other  reasonable  rules and
               regulations  and amendments and changes  therein as may hereafter
               be made by the Landlord  and notified to the Tenant,  except that
               no change may be made that is inconsistent with this Lease unless
               the Tenant consents thereto.  The Tenant  acknowledges and agrees
               that the Rules and Regulations, as from time to time amended, are
               not  necessarily  of  uniform  application,  but may be waived in
               whole or in part in respect of other  tenants  without  affecting
               their enforceability with respect to the Tenant and the Premises,
               and may be  waived  in  whole  or in  part  with  respect  to the
               Premises  without  waiving them as to future  application  to the
               Premises;  and the imposition of such rules and regulations shall
               not create or imply any  obligation  of the  Landlord  to enforce
               them  or  create  any   liability   of  the  Landlord  for  their
               non-enforcement.

Use of         5.12 To use the Premises only for general office purposes and not
Premises       to carry on or permit to be carried on therein any other

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               trade or  business  and not to do or omit or permit to be done or
               omitted upon the Premises  anything which shall cause the rate of
               insurance  upon the Building to be  increased  and if the rate of
               insurance on the Building shall be increased by reason of the use
               made by the Tenant of the Premises, or by reason of anything done
               or omitted,  or  permitted to be done or omitted by the Tenant or
               by anyone permitted by the Tenant to be upon the Premises, to pay
               on demand to the Landlord the amount of such increase.

Acts of        5.13 That if any policy of  insurance  upon the  Building  or any
Tenants        part thereof shall be Causing  cancelled by the insurer by reason
Causing        of the use or  occupation  of the Premises or any part thereof of
Cancellation   by the Tenant or by any  Assignee or  sub-tenant  of of Insurance
of Insurance   the Tenant or by anyone  permitted by the Tenant  Insurance to be
               upon the Premises,  the Landlord may at its option terminate this
               Lease forthwith by leaving upon the Premises notice in writing of
               its intention so to do and thereupon  rent and any other payments
               for  which  the  Tenant  is  liable  under  this  Lease  shall be
               apportioned and paid in full to the date of such  termination and
               the  Tenant  shall  immediately  deliver  up  possession  of  the
               Premises to the  Landlord  and the Landlord may re-enter and take
               possession of them.

Observance     5.14 To comply with all  provisions of law including  federal and
of Law         provincial  legislative  enactments,  building  by-laws,  and any
               other  governmental or municipal  regulations which relate to the
               partitioning,  equipment,  operating and use of the Premises, and
               to  the  making  of  any  repairs,   replacements,   alterations,
               additions,   changes,   substitutions   or  improvements  to  the
               Premises,  and to  comply  with all  police,  fire  and  sanitary
               regulations  imposed  by any  federal,  provincial  or  municipal
               authority or made by fire insurance underwriters,  and to observe
               and obey all  governmental  and municipal  regulations  and other
               requirements  governing the conduct of any business  conducted in
               the Premises.

Waste  and     5.15 Not to do or suffer  any waste or damage,  disfiguration  or
Nuisance       injury to the Premises or the fixtures and  equipment  thereof or
               permit or suffer any overloading of the floors  thereof;  and not
               to place therein any safe, heavy business machine, or other heavy
               thing,  without  first  obtaining  the  consent in writing of the
               Landlord:  and not to use or  permit  to be used  any part of the
               Premises  for  any  dangerous,  noxious  or  offensive  trade  or
               business and not to cause or permit any nuisance on the Premises.

Entry by       5.16 To permit the Landlord, its servants or agents, to enter the
Landlord       Premises  at any time and from  time to time for the  purpose  of
               inspecting and of making repairs,  alterations or improvements to
               the Premises or to the Building  where,  in the discretion of the
               Landlord,   such  repairs,   alterations,   or  improvements  are
               necessary for the safety of the Building or the proper operations
               of the Building's services,  and the Tenant shall not be entitled
               to  compensation  for any  inconvenience,  nuisance or discomfort
               occasioned thereby.  The Landlord,  its servants or agents may at
               any time enter upon the  Premises to remove any article or remedy
               any  condition  which in the  opinion  of the  Landlord  would be
               likely to lead to  cancellation  of any policy of insurance  upon
               the Building or any part thereof,  and such entry by the Landlord
               shall not be deemed to be a re-entry.

Indemnity      5.17 The Tenant shall  indemnify  and save  harmless the Landlord
               from any and all liabilities,  damages,  costs,  claims, suits or
               actions   which   arise   out  of  any   breach,   violation   or
               non-performance  of any covenant,  condition or agreement in this
               Lease set forth and contained on the part of the Tenant to be

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               observed  and  performed,  any  damage  to  property  while  such
               property  is on the  Premises  and any  injury  to any  licensee,
               invitee,  agent or employee of the Tenant,  including death which
               occurs in or about the Premises and or the Buildings and Lands of
               which the Premises are situate.  This indemnity shall survive the
               termination of this Lease.

Tenant's       5.18 That the Tenant  shall,  during the entire  term  hereof and
Insurance      during  any period of  occupation  of the  Premises  prior to the
               Commencement  Date,  at its sole cost and  expense,  take out and
               keep in full force and effect and in the  name(s) of the  Tenant,
               the  Landlord  and  the  mortgagees  of  the  Landlord  as  their
               respective interests may appear, the following insurance:


                    (a)  insurance upon property of every  description  and kind
                         owned by the Tenant,  in the custody and control of the
                         Tenant, or for which the Tenant is legally responsible,
                         is legally liable,  or installed by or on behalf of the
                         Tenant  (and  which is located  within  the  Building),
                         including without limitation  fittings,  installations,
                         alterations,   additions,   partitions,   fixtures  and
                         anything in the nature of a Leasehold Improvement in an
                         amount not less than  Ninety per cent (90%) of the 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.  If there is a dispute
                         as to the amount which comprises full replacement cost,
                         the  decision of the  Landlord or the  mortgagee of the
                         Landlord shall be conclusive;

                    (b)  business interruption insurance in such amounts as will
                         reimburse  the Tenant for  direct or  indirect  loss of
                         earnings  attributable to all perils  commonly  insured
                         against  by  prudent   tenants   or   attributable   to
                         prevention of access to the Premises or to the Building
                         as a result of such perils;

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

                    (d)  Tenant's  legal   liability   insurance  for  the  full
                         replacement  cost of the Premises;  coverage to include
                         the activities  and operations  conducted by the Tenant
                         and any other persons on the Premises; and

                    (e)  any other form or forms of  insurance  as the Tenant or
                         the  Landlord  or  the   mortgagees   of  the  Landlord
                         reasonably  require  from  time  to time  in  form,  in
                         amounts and for insurance risks against which a prudent
                         tenant would protect itself.

               All  policies  required  to be  written  on behalf of the  Tenant
               pursuant  to  this  sub-clause  shall  contain  a  waiver  of any
               subrogation  rights which the Tenant's  insurers may have against
               the

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               Landlord  and  against  those for whom the  Landlord  is, in law,
               responsible  whether  any  such  damage  is  caused  by the  act,
               omission,  or negligence of the Landlord or by those for whom the
               Landlord is, in law, responsible. All policies shall be taken out
               with   insurers   acceptable  to  the  Landlord  and  in  a  form
               satisfactory from time to time to the Landlord. The Tenant agrees
               that certificates of insurance or, if required by the Landlord or
               the  mortgagees  of  the  Landlord,   certified  copies  of  such
               insurance  policies  will be delivered to the Landlord as soon as
               practicable after the placing of the required  insurance coverage
               prior to any material change,  cancellation or other  termination
               thereof.

Goods and      5.19 The Tenant agrees that all goods, chattels and fixtures when
Chattels       moved into the Premises shall not, except in the normal course of
Not to be      business, be removed from the Premises until Removed all rent and
Removed        other  amounts due or to become due during the Term of this Lease
               are fully paid. Showing Premises Chattels

Showing        5.20 To permit the Landlord or its agents to show the Premises to
Premises       prospective  tenants during normal business hours of the last and
and Displaying three  (3)  months  of  the  Term  and to  display  a  notice  of
Signs          reasonable size stating that the Premises are for rent.

Alterations    5.21.01 Not to make or erect in the Premises  any  installations,
               alterations, additions or partitions without submitting drawings,
               and  specifications  to the Landlord and obtaining the Landlord's
               prior written  consent in each  instance [not to be  unreasonably
               withheld],  [preceding  language  was  inserted]  and  further to
               obtain the Landlord's prior written consent to any change in such
               drawings and  specifications  submitted as aforesaid,  subject to
               payment of the cost to the Landlord of having its  architects  or
               appropriate  consultant  approve such changes,  before proceeding
               with any work based on such drawings or specifications; such work
               may  be  performed  by  contractors  engaged  by the  Tenant  and
               approved  by the  Landlord,  but in each case only under  written
               contract  approved in writing by the  Landlord and subject to all
               conditions which the Landlord may impose;  provided  nevertheless
               that the Landlord may at its option  require that the  Landlord's
               contractors  be engaged for any  mechanical or  electrical  work;
               without  limiting  the  generality  of  the  foregoing  any  work
               performed  by or for the Tenant  shall be  performed by competent
               workmen whose labour union affiliations are not incompatible with
               those of any workmen  who may be employed in the  Building by the
               Landlord,  its  contractors or  subcontractors;  the Tenant shall
               permit the Landlord to supervise construction.

               5.21.02 The Tenant  covenants  with the Landlord  that the Tenant
               shall  promptly  pay all  charges  incurred by the Tenant for any
               work,  materials  or  services  that  may be  done,  supplied  or
               performed  in  respect  of  the  Premises  and  shall   forthwith
               discharge  any liens at any time filed against and keep the Lands
               free from liens. In the event that the Tenant fails to do so, the
               Landlord may, but shall be under no obligation, to pay into court
               the amount required to obtain a discharge of any such lien in the
               name of the  Tenant  and any  amount  so paid  together  with all
               disbursements  and  costs in  respect  bf such  proceedings  on a
               solicitor  and client basis shall be forthwith due and payable by
               the Tenant to the Landlord as Additional  Rent.  The Tenant shall
               allow the  Landlord to post and keep posted on the  Premises  any
               notices the Landlord may desire to post under the  provisions  of
               the Builders' Lien Act or other applicable legislation.

               5.21.03  The  cost and  expense  of any  alterations,  additions,
               installations or partitions shall be at the sole cost and expense
               of the Lessee and shall be paid for in a manner and  according to
               such terms and  conditions as the Lessor may  prescribe.  No work
               shall commence  without  arrangements for the payment of the work
               being approved by the Landlord.

Interior       5.22 To install in the Premises only such window  shades,  drapes
Finishing      or floor  coverings,  and to apply only such wall coverings,  and
               paints,  as are first approved in writing by the Landlord [not to
               be unreasonably withheld],  [preceding language was inserted] and
               to install or apply the same by competent workmen,

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               and to repair,  clean or replace the window  shades,  drapes,  or
               floor coverings when required to do so by the Landlord.

Signs          5.23 Not to paint,  display,  inscribe,  place or affix any sign,
               picture advertisement, notice, lettering or direction on any part
               of the  outside  of the  Building  or which is  visible  from the
               outside  thereof.  The Landlord shall prescribe a uniform pattern
               of  identification  signs for tenants to be placed on the outside
               of the doors in the Building,  and apart from such identification
               sign the Tenant  shall not  paint,  display,  inscribe,  place or
               affix any such sign, picture, advertisement, notice, lettering or
               direction without the written consent of the Landlord.

Keep Tidy      5.24 At the end of normal business hours to leave the Premises in
               a reasonably tidy condition for the performance of the Landlord's
               cleaning services hereinafter referred to.

Certificates   5.25 At any time upon not less than ten (10) days'  prior  notice
               to execute  and deliver to the  Landlord a  statement  in writing
               certifying  that  this  Lease is  unmodified  (or,  if  modified,
               stating  the  modifications)  and  that it is in full  force  and
               effect,  the amount of the annual rent paid hereunder,  the dates
               to which such rents and other charges  hereunder  have been paid,
               by  instalments  or otherwise,  and whether there is any existing
               default  on the part of the  Landlord  of which  the  Tenant  has
               notice.  The failure to provide the statement  requested shall be
               deemed to be an event of default for the purposes of this Lease.

Surrender of   5.26.01  The  Tenant   shall,   at  the   expiration   or  sooner
Possession     determination of the said Term,  peaceably surrender and yield up
               unto the  Landlord  the  Premises,  together  with all  fixtures,
               erections,  additions or improvements made to the Premises during
               the Term in good and substantial repair and condition and deliver
               to the Landlord all keys to the Premises  which the Tenant has in
               its possession.

               5.26.02  The  Tenant  further  covenants  that it will not,  upon
               expiration  or sooner  determination  leave any  rubbish or waste
               material upon the Premises and will leave the Premises in a clean
               and tidy condition.

Additonal      5.27.01  If the  Tenant  wishes  any  Additional  Services  to be
Services       performed  in or relating to the  Premises it shall so advise the
               Landlord in writing,  and the Landlord shall have the right,  but
               not the obligation,  to perform any such Additional Services.  If
               the  Landlord  performs any such  Additional  Services the Tenant
               shall pay the Cost of Additional  Services so performed,  plus an
               administrative  charge  of Ten  per  cent  (10%)  of  such  cost,
               forthwith on demand upon receipt of the invoice therefor from the
               Landlord. If the Landlord does not wish to exercise its rights to
               perform any Additional  Services,  the Tenant shall not cause any
               such Additional Services to be performed by any person unless and
               until he has  obtained  the consent of the Landlord in writing to
               the performance of such Additional  Services by such person, such
               consent not to be unreasonably withheld.

               [Notwithstanding   paragraph  5.27.01,  if  the  Tenant  requires
               additional   services   such  as  air   conditioning   or   other
               requirements  to enable  the  Tenant to  operate  outside  normal
               business hours,  then the Landlord will be required to do so upon
               reasonable  notice  from the Tenant and the Tenant  shall pay the
               cost of  Additional  Services  plus Ten per cent  (10%) as herein
               provided.] [preceding    language   was   inserted]

               5.27.02  If the  Tenant  disputes  the  calculation  of  Cost  of
               Additional   Services  as  set  out  on  the  Landlord's  invoice
               therefore,  he shall so notify the  Landlord in writing,  and the
               Landlord  shall upon receipt of such notice  request its auditors
               to  prepare  a  statement  of  calculation  of the  said  Cost of
               Additional  Services,  and such statement of calculation shall be
               conclusive  of such  Cost of  Additional  Services  and  shall be
               binding upon the Landlord and the Tenant. The cost of preparation
               of the said  statement  shall be at the expense of the Tenant and
               shall   be   added   to  the   Cost   of   Additional   Services.
               Notwithstanding  any such  objection  taken by the  Tenant to the
               Landlord's  calculation of the Cost of Additional  Services,  the
               full amount as calculated
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               by the  Landlord  in its  invoice  shall  be due and  payable  on
               receipt, and shall be re-adjusted,  if necessary, upon receipt of
               the auditors' statement.

Energy         5.28  To  comply  with  reasonable  measures  introduced  by  the
Conservation   Landlord or measures  introduced by  legislative  authority  from
               time  to time  in the  interest  of  energy  conservation  and to
               control  Operating Costs whereby the Landlord may by the use of a
               pulse or other  system  turn out or reduce  all  lighting  in the
               Building except emergency  lighting and lighting which the Tenant
               may separately  control by local  switching for the Premises (the
               Landlord  to  communicate  from  time to time to the  Tenant  the
               schedule  for  the  use  of  such a  system)  and  reduce  energy
               consumption in the Premises, provided that if the Tenant does not
               participate  in  such  approved  measures  with  respect  to  the
               Premises,  the Tenant may be required  to pay, as Special  Tenant
               Operating  Expenses,  for the additional  energy  consumed in the
               Premises as a result of its not participating in such measures.


6.     LANDLORD'S COVENANTS

                    6.00 The Landlord covenants with the Tenant as follows:

Quiet Enjoyment     6.01 That  provided  the  Tenant  shall pay the rent  hereby
                    reserved when due and perform the Tenant's covenants herein,
                    he shall peaceably hold the Premises during the Term of this
                    Lease  without  interruption  by the  Landlord or any person
                    rightfully claiming through or in trust for him.

Premises to be      6.02 To complete  the  Premises  ready for  occupancy by the
Ready for           date of the  commencement  of the Term  provided that if the
Occupancy for       Premises are not  available  for  occupancy by the Tenant at
Rent to Abate       the date of the commencement of the Term by reason of delays
                    in the completion of the  construction  of the Building,  or
                    any cause beyond the control of the Landlord, the rent under
                    this Lease shall abate until the Premises are  available for
                    occupancy by the Tenant.  [and the Tenant  hereby  agrees to
                    accept  such  abatement  of rent in full  settlement  of all
                    claims  which the Tenant  might  otherwise  have because the
                    Premises were not available at the commencement of the Term]
                    [the preceding language was struck through]

To Maintain the     6.03 To keep in good repair and condition  the  foundations,
Structure           outer walls, roof, spouts, and gutters of the Building,  all
                    of the  common  areas  therein,  and the  plumbing,  sewage,
                    electrical,  heating and  air-conditioning  systems,  except
                    those  installed by the Tenant in the Premises,  or by other
                    tenants of the Building.

Taxes               6.04 To pay,  subject to the  provisions of paragraphs  5.02
                    and 5.04, all taxes and rates,  municipal,  parliamentary or
                    otherwise,  levied  against  the  Premises  or  against  the
                    Landlord  on  account  thereof  except as  herein  otherwise
                    provided.

Heating             6.05  To  provide  heating  of  the  Premises  to an  extent
                    sufficient to maintain a reasonable  temperature  therein at
                    all times during normal  business  hours,  except during the
                    making of repairs;  but should the Landlord  make default in
                    so  doing,   it  shall  not  be  liable  for   indirect   or
                    consequential damages for personal discomfort or illness.

Air Conditioning    6.06  To  provide  air-conditioning  of the  Premises  to an
                    extent  sufficient  to  maintain  a  reasonable  temperature
                    therein at all times during normal  business  hours,  except
                    during the making of repairs;  but should the Landlord  make
                    default in so doing,  it shall not be liable for indirect or
                    consequential damages for personal discomfort or illness.

Elevator            6.07  To  furnish,  except  when  repairs  are  being  made,
                    passenger elevator service during normal business hours; and
                    to

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               permit the Tenant and its  employees to have the free use of such
               elevator service in common with others,  but the Tenants and such
               employees  and all other  persons  using the same  shall do so at
               their sole risk and under no circumstances  shall the Landlord be
               responsible  for any  damage or injury  happening  to any  person
               while  using the  elevator  or  occasioned  to any  person by any
               elevator  or any  of  its  appurtenances,  unless  caused  by the
               negligence of the Landlord, its agents or employees.

Access         6.08 To permit  the  Tenant  and its  employees  and all  persons
               lawfully requiring communication with them to have the use during
               normal  business hours in common with others of the main entrance
               and stairways,  corridors and elevators  leading to the Premises.
               At times other than during normal  business  hours the Tenant and
               the  employees  of the  Tenant  and  persons  lawfully  requiring
               communication  with the Tenant  shall have access to the Building
               and to the Premises and use of the  elevators  only in accordance
               with the Rules and Regulations attached hereto.

Washrooms      6.09 To permit the Tenant and its employees in common with others
               entitled  thereto to use the  washrooms  in the  Building  on the
               floor or floors in which the Premises are situate.

Janitor        6.10 To [provide janitorial services for and][preceding  language
               was  inserted]  maintain the Premises in keeping with first class
               office building  maintenance and such work shall be done by or at
               the Landlord's discretion without interference by the Tenant, his
               servants or employees.  The Landlord shall not be responsible for
               any acts or omissions on the part of any person employed to clean
               the Premises.

Light          6.11 To clean and  maintain  the light  fixtures  provided by the
Fixtures       Landlord in the Premises, it being agreed by the Tenant that such
               cleaning and  maintenance  shall be performed  exclusively by the
               Landlord  or  its   contractors.   The  Landlord   shall  not  be
               responsible  for any acts or  omissions on the part of any person
               employed to clean, repair or maintain the light fixtures.

Insurance      6.12 To insure and keep insured the Building and all improvements
               and  installations  made by the Landlord in the  Premises  (other
               than improvements made in the Premises on behalf of the Tenant or
               any previous  occupant of the Premises) against loss or damage by
               fire,  lightning,  tempest,  and  such  other  standard  extended
               coverage  insurance perils as are normally entered into from time
               to time  during  the term by owners of similar  buildings  in the
               City of  Vancouver  for such an amount as in the  opinion  of the
               Landlord is necessary  to protect the Landlord  against such loss
               or  damage,  and on such  terms  and  with  such  insurer  as the
               Landlord may in its absolute discretion determine;  provided that
               and it is agreed,  that the  Landlord  shall not be  required  to
               insure any Leasehold  Improvements  in the Premises;  and further
               provided,  and it is further agreed,  that the Landlord shall not
               be liable:

                    (a) for any damage,  (other than  Insured  Damage)  which is
                    caused by steam,  water,  rain or snow  which may leak into,
                    issue or flow  from any  part of the  Building,  or from the
                    pipes or plumbing works,  including the sprinkler system, or
                    from any other place or quarter or for any damage  caused by
                    or  attributable  to the  condition  or  arrangement  of any
                    electric or other  wiring or of  sprinkler  heads or for any
                    damage  caused  by  anything  done or  omitted  by any other
                    tenant;

                    (b) for any act or omission (including theft, malfeasance or
                    negligence) on the part of any agent, contractor,  or person
                    from  time  to  time  employed  by  it  to  perform  janitor
                    services,  security services,  supervision or any other work
                    in or about the Premises or the Building; or

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<PAGE>




                    (c)  for  loss  or  damage,   however   caused,   to  money,
                    securities,   negotiable   instruments,   papers   or  other
                    valuables of the Tenant.


                    6.13  [See  Page  14a  To  provide  electricity  to the
                    Premises to a standard in keeping with comparable  buildings
                    in Vancouver.][preceding language was inserted]


7. MUTUAL CONDITIONS

                    7.00 Provided always and it is hereby agreed as follows:

Removal of          7.01 The Tenant may remove his fixtures from the Premises in
Fixtures            the manner provided in the Lease.

Alterations and     7.02.01   All   installations,    alterations,    additions,
Additions           partitions,  and  fixtures  other  than  trade  or  Tenant's
                    fixtures in or upon the  Premises,  whether  placed there by
                    the Tenant or the  Landlord,  shall,  immediately  upon such
                    placement,  be the Landlord's property without  compensation
                    therefor to the Tenant and, except as hereinafter  mentioned
                    in this  proviso,  shall not be removed from the Premises by
                    the Tenant at any time either during or after the Term.

                    7.02.02 The Landlord  shall be under no obligation to repair
                    or  maintain   the   Tenant's   installation,   alterations,
                    additions,  partition and fixtures or anything in the nature
                    of a leasehold improvement made or installed by the Tenant.

                    7.02.03  [The  Landlord   shall  have  the  right  upon  the
                    termination  of this Lease by effluxion of time or otherwise
                    to  require   the   Tenant  to  remove  his   installations,
                    alterations,  additions, partitions and fixtures or anything
                    in the nature of a leasehold  improvement  made or installed
                    by the  Tenant  and to make  good any  damage  caused to the
                    Premises   by such  installation  or  removal.]  [ preceding
                    language was struck through]

Damage to           7.03.01  In the  event of damage  to the  Premises  by fire,
Premises            lightning, earthquake, tempest or other casualty, rent shall
                    abate  in the  proportion  that  the  part  of the  Premises
                    rendered  unfit for occupancy  bears in relation to the area
                    of the  Premises  until  the  Premises  are  again  fit  for
                    occupancy;  and  the  Landlord  agrees  that  it  will  with
                    reasonable  diligence  repair the Premises unless the Tenant
                    is obliged to repair under the terms hereof,  or unless this
                    Lease is terminated as hereinafter provided;  subject always
                    to the provisions of clauses 7.03.02 and 7.03.03.

                    7.03.02 If the  Premises  are  damaged or  destroyed  by any
                    cause  whatsoever,  and if, in the  opinion of the  Landlord
                    reasonably  arrived  at, the  Premises  cannot be rebuilt or
                    made fit for the  purposes of the Tenant  within One Hundred
                    and Twenty  (120) days of such  damage or  destruction,  the
                    Landlord,  or the Tenant may terminate  this Lease by giving
                    notice to the other party  within  Fifteen  (15) days of the
                    delivery  of  the  Landlord's  opinion  to the  Tenant.  The
                    opinion of the Landlord  shall be delivered to the Tenant in
                    writing   within   Thirty   (30)  days  of  such  damage  or
                    destruction.  In the event  that  notice of  termination  is
                    given by either party rent and any other  payments for which
                    the Tenant is liable  under this Lease shall be  apportioned
                    and paid to the date of such  damage  and the  Tenant  shall
                    immediately  deliver up  possession  of the  Premises to the
                    Landlord.

                    7.03.03  Irrespective of whether the Premises are damaged or
                    destroyed, in the event that fifty per cent (50%) or more of
                    the rentable area in the Building is damaged or destroyed by
                    any cause whatsoever, and if, in the opinion of the Landlord
                    reasonably  arrived at, the rentable  area cannot be rebuilt
                    or made fit for the  purposes  of the  tenants of such space
                    within one  hundred  and eighty  (180) days of the damage or
                    destruction,  the Landlord may at its option  determine this
                    Lease by giving to the Tenant within, thirty (30) days after
                    such  damage   notice  of   termination   requiring   vacant
                    possession of the Premises sixty (60) days after delivery of
                    the notice of  termination  and thereupon rent and any other
                    payments  for which the  Tenant is liable  under  this Lease
                    shall be apportioned and paid to the date on

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                                                        LANDLORD/TENANT
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<PAGE>

                    which  vacant  possession  is  given  and the  Tenant  shall
                    deliver up  possession  of the  Premises to the  Landlord in
                    accordance with such notice of termination.

                    7.04    The    Landlord   shall   not,   without   proof  of
                    negligence  liable or  responsible  in any way for any loss,
                    injury  to any  person or loss of or damage or injury to any
                    property  belonging  to the  Tenant  or to  employee  of the
                    Tenant or to any other  person while such person or property
                    is on the Premises or in the Building or in any way conected
                    therewith  whether  such  property  has  been  entrusted  to
                    employees  of the  Landlord or not and without  limiting the
                    generality  of the  foregoing,  the  Landlord  shall  not be
                    liable  for any  damage  to a person  or any such   property
                    caused  by theft or  breakage,  steam,  water,  rain or snow
                    which  may leak  into,  issue  or flow  from any part of the
                    Building  or from  the  water,  steam or  draingae  pipes or
                    plumbing  works of the  Building  or from any other place or
                    quarter or for any damage caused by or  attributable  to the
                    condition or  arrangement of any electric or other wiring or
                    for any damage  caused by  anything  done or  omitted by the
                    Tenant or any other tenants of the Building.

Impossibility       7.05  Whenever and to the extent that the Landlord  [despite
of Performance      making reasonable  efforts][preceding language was inserted]
                    shall  be  unable  to  fulfill,   or  shall  be  delayed  or
                    restricted  in  fulfilling  any  obligations   hereunder  in
                    respect of the supply or provision of any service or utility
                    or the  doing of any work or the  making of any  repairs  by
                    reason  of being  unable  to  obtain  the  material,  goods,
                    equipment,  service, utility or labour required to enable it
                    to fulfill such obligation or by reason of any statute,  law
                    or  order-in-council  or any  regulation  or order passed or
                    made pursuant thereto or by reason of the order or direction
                    of any administrator, controller or board, or any government
                    department  or officer or other  authority,  or by reason of
                    not  being  able  to  obtain  any  permission  or  authority
                    required thereby, or by reason of any other cause beyond its
                    control  whether  of the  foregoing  character  or not,  the
                    Landlord   shall  be   entitled   to  extend  the  time  for
                    fulfillment  of  such  obligation  by a  time  equal  to the
                    duration of such delay or restriction,  and the Tenant shall
                    not be  entitled  to  compensation  for  any  inconvenience,
                    nuisance or discomfort  thereby occasioned or be entitled to
                    a deduction in rent or set off of any kind.

Directory           7.06 The  Tenant  shall be  entitled  to have his name shown
Board               upon the directory  board in the Building,  but the Landlord
                    shall  in its  sole  discretion  design  the  style  of such
                    identification and allocate the space on the directory board
                    for each Tenant.

Payments to         7.07.01 All payments required to be made by the Tenant under
Landlord            or in respect of this Lease shall be made,  at such place or
                    places as the  Landlord  may  designate  in writing,  to the
                    Landlord  or to such agent or agents of the  Landlord as the
                    Landlord  shall  hereinafter  from  time to time  direct  in
                    writing to the Tenant.  The Tenant shall pay to the Landlord
                    interest at the rate which is five  percentage  points above
                    the lowest rate of interest at the date or dates such amount
                    becomes  owing  quoted  by the  Landlord's  bank to the most
                    creditworthy   borrowers  for  prime  business   loans,   as
                    determined  by any officer of such bank,  on all payments of
                    rent and other sums required to be made under  provisions of
                    this  Lease  which  have  become  overdue  so  long  as such
                    payments remain unpaid.

                    7.07.01 All payments required to be made by the Tenant under
                    or in respect of this Lease

                    7.07.02  Other than rent,  all payments  required to be made
                    hereunder by the Tenant to the Landlord  shall be considered
                    Additional  Rent.  Without  limiting the  generality  of the
                    foregoing,  this  shall  include  all sums paid or  expenses
                    incurred hereunder by the Landlord, which ought to have been
                    paid or incurred by the  Tenant,  or for which the  Landlord
                    hereunder is entitled to reimbursements from the Tenant, and
                    any  interest  owing to the Landlord  hereunder.  Additional
                    Rent may be
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                    recovered by the Landlord by any and all remedies  available
                    to it for the recovery of rent in arrears.


Landlord's  Right   7.08.01 The Landlord  shall have the right to make additions
to do Work          to and/or improvements or installations in and/or repairs to
                    the  Building  and/or  the  common  outside  areas  and  the
                    Landlord  may  cause  such  reasonable  obstructions  of and
                    interference with the use or enjoyment of the Building,  the
                    Premises  and/or  common  outside areas as may be reasonably
                    necessary  for the purposes  aforesaid  and may interrupt or
                    suspend the supply of  electricity,  water or other services
                    when  necessary  and  until  said  additions,  improvements,
                    installations  or repairs  shall have been  completed  there
                    shall be no  abatement  in rent nor  shall the  Landlord  by
                    liable by reason thereof  provided that all such  additions,
                    improvements,  installations  or  repairs  shall  be made as
                    expeditiously as reasonably possible [and the Landlord shall
                    make   reasonable   efforts  to  minimize   the  effect  and
                    inconvenience   to  the   Tenant].[preceding   language  was
                    inserted]

                    7.08.02  The  Landlord  and any  persons  authorized  by the
                    Landlord  shall  have the  right to use,  install,  maintain
                    and/or repair pipes, wires, ducts or other installations in,
                    under or through the Premises for or in connection  with the
                    supply of any services to the Premises or any other Premises
                    in  the  Building.  Such  services  shall  include,  without
                    limiting the generality of the foregoing,  gas, electricity,
                    water,    sanitation,    heating,    air-conditioning    and
                    ventilation.

No Liability  for   7.09 Under no  circumstances  shall the Landlord be liable
Indirect Damages    for indirect or consequential damage or damages for personal
                    discomfort  or illness by reason of the  non-performance  or
                    partial  performance of any covenants of the Landlord herein
                    contained,  including  the  heating of the  Premises  or the
                    operation  of  the  air-conditioning  equipment,  elevators,
                    plumbing or other equipment in the Building or the Premises.

8. REMEDIES OF LANDLORD ON DEFAULT Landlord may

Landlord  may       8.00 If the Tenant  shall fail to perform or cause to have
Perform Tenant's    performed  each  of  the  Perform  Tenant's  covenants  and
Covenants           obligations  of the Tenant in this Lease the Landlord  shall
                    have the right (but  Covenants  shall not be  obligated)  to
                    perform or cause the same to be performed and to do or cause
                    to be done such  things as may be  necessary  or  incidental
                    thereto (including without limiting the foregoing, the right
                    to make repairs, installations, erections and extend monies)
                    and all payments,  expenses, charges, fees and disbursements
                    incurred  or paid by or on behalf of the  Tenant in  respect
                    thereof  shall  be  paid  by  the  Tenant  to  the  Landlord
                    forthwith.


Re-Entry            8.01.01  Provided,  and it is  hereby  agreed,  that  if and
                    whenever  the rent  hereby  reserved,  or any part  thereof,
                    shall be unpaid  for seven (7) days after any of the days on
                    which the same ought to have been paid,  although  no formal
                    demand  shall  have  been made  therefor,  or in case of the
                    breach  or  non-performance  of  any  of  the  covenants  or
                    agreements herein contained on the part of the Tenant,  then
                    and in  either  of such  cases it shall  be  lawful  for the
                    Landlord at any time  thereafter  to enter into and upon the
                    Premises or any part thereof,  in the name of the whole, and
                    the  same to have  again,  repossess  and  enjoy,  as of the
                    Lessor's former estate,  anything  hereinafter  contained to
                    the contrary notwithstanding.

                    8.01.02  The  Landlord,  in  addition  to all of the  rights
                    herein  shall  have the right to enter the  Premises  as the
                    agent of the Tenant  either by force or  otherwise,  without
                    being liable therefore to relet the Premises as the agent of
                    the Tenant, to receive the rent therefor as the agent of the
                    Tenant  and to take  possession  of any  furniture  or other
                    property on the  Premises  and sell such  furniture or other
                    property at public or private sale without  notice and apply
                    the proceeds of such sale and any rent

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                    derived from  reletting  the Premises on account of the rent
                    under this Lease.

                    8.01.03 In case the  Landlord  shall  re-enter  the Premises
                    prior to the  expiry of this  Lease by reason of  default by
                    the  Tenant  hereunder,  the  Tenant  shall be liable to the
                    Landlord for the amount of the rent for the remainder of the
                    Term of this  Lease as if such  re-entry  had not been  made
                    less the actual amount  received by the Landlord  after such
                    re-entry in respect of any subsequent  leasing applicable to
                    the remainder of the Term.

Waiver of           8.01.04  That in  consideration  of the  Premises and of the
Exemptions          leasing  and  letting by the  Landlord  to the Tenant of the
                    Premises  for the Term hereby  created  (and it is upon that
                    express  understanding that these presents are entered into)
                    that notwithstanding anything contained in any Statute or in
                    any Statute which may hereafter be passed, none of the goods
                    or chattels of the Tenant at any time during the continuance
                    of the Term hereby  created on the Premises  shall be exempt
                    from levy by  distress  for rent in arrears by the Tenant as
                    provided  for in  any  such  Statute  or  any  amendment  or
                    amendments  thereto,  and that upon any claim being made for
                    such  exemption  by the Tenant or on distress  being made by
                    the Landlord  this  covenant and agreement may be pleaded as
                    an estoppel against the Tenant in any action brought to test
                    the right to the levying upon any such goods as are named as
                    exempted  in any such  Statute or  amendment  or  amendments
                    thereto;  the Tenant  waiving as the Tenant  hereby does all
                    and every  benefit  that could or might have  accrued to the
                    Tenant  under  and by  virtue  of any  such  Statute  or any
                    amendment or amendments thereto but for this covenant.

Bankruptcy          8.01.05 The Tenant covenants that if the Term hereby granted
                    shall be at any time  seized  or  taken in  execution  or in
                    attachment  by any  creditor  of the Tenant or if the Tenant
                    shall make any assignment  for the benefit of creditors,  or
                    becoming bankrupt or insolvent shall take the benefit of any
                    Act that may be in force for bankrupt or insolvent  debtors,
                    then in any such case the said Term  shall at the  option of
                    the Landlord,  immediately become forfeited and void and the
                    then  current  month's  rent and the rent for the  three (3)
                    months  next  following  shall  immediately  become  due and
                    payable and in such case it shall be lawful for the Landlord
                    at any time  thereafter  into and upon the Premises,  or any
                    part  thereof,  in the name of the whole to re-enter and the
                    same to have  again,  repossess  and enjoy as of its  former
                    estate;   anything   herein   contained   to  the   contrary
                    notwithstanding.

Right               8.01.06 If and  whenever the  Landlord  becomes  entitled to
to Terminate        re-enter the Premises under any provision of this Lease, the
                    Landlord,  in  addition  to all of the rights and  remedies,
                    shall have the right to  terminate  this Lease  forthwith by
                    leaving  upon  the  Premises   notice  in  writing  of  such
                    termination.

Remedies            8.01.07 The  Landlord may from time to time resort to any or
Cumulative          all of the rights and remedies  available to it in the event
                    of any default hereunder by the Tenant,  either by provision
                    of this Lease or by Statute or the General Law, all of which
                    rights and remedies are  intended to be  cumulative  and not
                    alternative,  and the  express  provisions  hereunder  as to
                    certain  rights and  remedies are not to be  interpreted  as
                    excluding  any  other  or  additional  rights  and  remedies
                    available to the Landlord by Statute or the General Law.

Distress            8.01.08 The Tenant  waives and  renounces the benefit of any
                    present  or  future  statute  taking  away or  limiting  the
                    Landlord's  right of distress and  covenants and agrees that
                    notwithstanding  any  such  statute  none of the  goods  and
                    chattels  of the Tenant on the  Premises  at any time during
                    the term shall be exempt

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                                                        LANDLORD/TENANT

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<PAGE>


                    from levy by  distress  for rent or any other  charges.  All
                    goods and  chattels  brought by the Tenant onto the Premises
                    shall be the  unencumbered  property  of the Tenant and they
                    shall not be subjected to any claim or other  encumbrance at
                    any time without the written consent of the Landlord. If the
                    Tenant  shall leave the  Premises  leaving any rent or other
                    amounts  owing under this Lease  unpaid,  the  Landlord,  in
                    addition to any other available  remedy,  may seize and sell
                    the goods and  chattels  of the Tenant at any place to which
                    the Tenant or other person may have removed them in the same
                    manner as if such goods and  chattels  had remained and been
                    distrained upon the Premises.

9. MISCELLANEOUS

Notice              9.01 Any notice  required by any provision of this Lease may
                    be given in writing enclosed in a sealed envelope addressed,
                    in the case of notice to the Landlord to it at the office of
                    the Landlord in the  Building,  and in the case of notice to
                    the Tenant to him at the Premises, and mailed in the City of
                    Vancouver,  registered  and  postage  prepaid.  The  time of
                    giving such notice  shall be  conclusively  deemed to be the
                    third  business  day  after  the day of such  mailing.  Such
                    notice shall be  sufficiently  given when it shall have been
                    delivered,  in the case of notice to the Landlord,  to it at
                    the office of the Landlord in the Building,  and in the case
                    of  notice  to the  Tenant,  to him  at the  Premises.  Such
                    notice, if delivered,  shall be conclusively  deemed to have
                    been given and received at the time of such delivery.  If in
                    this Lease two or more  persons  are named as  Tenant,  such
                    notice  shall  also  be  sufficiently   given  if  delivered
                    personally  to any of such  persons.  Either  party may,  by
                    notice to the  other,  from time to time  designate  another
                    address in Canada to which notices mailed more than ten (10)
                    days thereafter shall be addressed.

Non-Waiver          9.02 No condoning,  excusing or  overlooking by the Landlord
                    of any default,  breach or  non-observance  by the Tenant at
                    any time or times in  respect  of any  covenant,  proviso or
                    condition  herein contained shall operate as a waiver of the
                    Landlord's  rights hereunder in respect of any continuing or
                    subsequent  default,  breach or non-observance,  or so as to
                    defeat  or  affect  in any way the  rights  of the  Landlord
                    herein  in  respect  of any such  continuing  or  subsequent
                    default or breach,  and no waiver shall be inferred  from or
                    implied by  anything  done or omitted by the  Landlord  save
                    only express  waiver in writing.  All rights and remedies of
                    the Landlord in this Lease contained shall be cumulative and
                    not alternative.

Overholding         9.03 If the Tenant  shall  continue  to occupy the  Premises
                    after the  expiration  of this  Lease  with or  without  the
                    consent of the  Landlord,  and without  any further  written
                    agreement,  the Tenant shall be a monthly  Tenant at [a rent
                    of 1.5 times the last in  effect]  [preceding  language  was
                    inserted] and  such  tenancy  shall  be  on  the  terms  and
                    conditions  herein  set out  except  as to the  rent and the
                    length of tenancy.


Calculation  and    9.04.01 The Landlord  shall  determine from time to time the
Allocation of       rentable  area of the Premises and of the Building and shall
Taxes and           Taxes and determine from time to time the Tenant's Operating
Operating Expenses  Proportionate Share. If the Tenant does not Expenses dispute
                    the Landlord's determination of the rentable area, or of the
                    Tenant's  Proportionate Share within one (1) year of receipt
                    of notice of such determination,  the Tenant shall be deemed
                    to accept the accuracy of such determination, and the Tenant
                    shall  not  be   entitled  to  dispute  the  amount  of  its
                    Proportionate  Share  of  Operating  Costs  or  Taxes on the
                    grounds of any error in  accuracy  in the  determination  of
                    rentable area or of the Tenant's Proportionate Share. If the
                    Tenant disputes the said  determination  within one (1) year
                    of receipt of notice of the said determination, the Landlord
                    shall request the architects to measure the rentable area of
                    the


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                    Premises  and  the  rentable  area of the  Building  and the
                    determination  so made by the  architects  shall be  binding
                    upon  the  Landlord   and  the  Tenant.   The  cost  of  the
                    preparation  of  the   certificate  of  measurement  by  the
                    architects  shall be at the  expense  of the  Tenant.  It is
                    understood and agreed that the determination of the Tenant's
                    Proportionate Share may be recalculated by the Landlord from
                    time to time to reflect  changes in the rentable area of the
                    Building, of the Premises, or of other premises.

                    9.04.02   Insofar   as   the   determination   of   Tenant's
                    Proportionate   Share  of  Operating   Costs  and  Taxes  is
                    dependent upon calculations other than area measurement, the
                    same shall be binding upon the Tenant. Further, if taxes are
                    assessed separately by the relevant taxing authority for the
                    Premises  then the  Tenant  shall  pay its share of Taxes in
                    accordance therewith.  In the event that the Tenant requests
                    that an audited  statement of the calculations be submitted,
                    the Landlord shall have prepared such audited statement, the
                    cost of which  shall be payable by the  Tenant  [unless  the
                    Tenant   was  over   charged].   [preceding   language   was
                    inserted] Any expenses not directly incurred by the Landlord
                    but which are included in  Operating  Costs may be estimated
                    by the  Landlord on whatever  reasonable  basis the Landlord
                    may select.

                    9.04.03  Prior  to the  commencement  of the Term and to the
                    commencement of each year thereafter  which commences during
                    the  Term,   the   Landlord   may   estimate   the  Tenant's
                    Proportionate  Share of  Operating  Costs  and Taxes for the
                    ensuing year or, if applicable,  broken portion thereof,  as
                    the case may be,  and shall  notify the Tenant in writing of
                    the  estimate.  The amount so estimated  shall be payable in
                    equal monthly instalments in advance over the year or broken
                    portion  of the  year in  question,  each  instalment  being
                    payable on each  monthly  rental  payment  date  provided in
                    Article 4. From time to time during a year the  Landlord may
                    re-estimate the amount of the Tenant's  Proportionate  Share
                    of Operating  Costs and Taxes for the year or broken portion
                    thereof, in which event the Landlord shall notify the Tenant
                    in  writing  of  the   re-estimate  and  shall  fix  monthly
                    instalments  for the then remaining  balance of such year or
                    broken  portion  thereof in order that,  after giving credit
                    for   the   estimates,   the   Tenant's   entire   estimated
                    Proportionate  Share of Operating  Costs and Taxes will have
                    been paid during such year or broken portion thereof.

                    9.04.04 When the necessary  information  becomes  available,
                    the Landlord shall  re-calculate the Tenant's  Proportionate
                    Share of  Operating  Costs and Taxes for each year or broken
                    portion thereof referred to in 9.04.03,  after the expiry of
                    the yearly  portion  thereof.  The  Landlord  and the Tenant
                    shall  expeditiously  make  between  them any  re-adjustment
                    which such re-calculation may show to be necessary,  so that
                    the Tenant shall be credited for any  overpayment or debited
                    for any deficiency.  Neither party may claim a re-adjustment
                    in respect of the Tenant's  Proportionate Share of Operating
                    Costs  or  Taxes   based  upon  any  error  of   estimation,
                    determination  or  calculation  thereof  unless  claimed  in
                    writing  prior to the  expiration  of one (1) year after the
                    date  on  which  the  Tenant  has  been   notified   of  the
                    re-calculation  referred to herein,  other than any claim of
                    re-adjustment  based upon other matters,  including  without
                    limitation   the  outcome  of  litigation   or   negotiation
                    affecting  expenses which constitute  component parts of the
                    Taxes or Operating Costs.

                    9.04.05  In the event  that the  Landlord  shall  change its
                    accounting system or procedures so that it shall become more
                    convenient  for the provisions of Clauses  9.04.03,  9.04.04
                    and 9.04.06 to be  administered  on the basis of some twelve
                    (12) month period other than one ending on December 31, then
                    the  Landlord  may  determine  upon  not  less  than six (6)
                    months'  written notice to the Tenant and other tenants that
                    such  provisions of this Lease and comparable  provisions of
                    other  leases  of  premises  in  the  Building  shall  be so
                    administered and after the

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                    expiry of the notice  period  Clauses  9.04.03,  9.04.04 and
                    9.04.06 shall be and be deemed to be  appropriately  amended
                    to that end.

                    9.04.06  Notwithstanding  the  preceding  provisions of this
                    Paragraph,  if, during any period for which a computation of
                    Operating  Costs or Taxes must be made, the Building is less
                    than  Ninety per cent  (90%)  occupied,  then the  Operating
                    Costs and Taxes for such period  shall be adjusted by adding
                    to the actual  Operating  Costs and Taxes for such period an
                    amount equal to the additional operating expenses and taxes,
                    as the case may be,  which  would have been  incurred if the
                    Building  had been Ninety per cent (90%)  occupied  for such
                    period.

                    [Notwithstanding  the terms of this  Paragraph,  the  Tenant
                    shall  in  no  event  be  required  to  pay  more  than  its
                    Proportionate  Share  of   Taxes.][preceding   language  was
                    inserted]

Landlord's          9.05  Notwithstanding  anything  to the  contrary  contained
Determinations      herein, in any case where the Landlord is entitled to make a
Conclusive          determination  relating  to the area of the  Building or the
                    Premises,  or relating to the  allocation or  calculation of
                    any amounts payable  pursuant to this Lease,  and the Tenant
                    does not dispute the Landlord's determination within one (1)
                    year of receipt of notice of such determination  having been
                    made,  the Tenant  shall be deemed to accept the accuracy of
                    such determination,  and the Tenant shall not be entitled to
                    dispute any such determination.

Subordination of    9.06 This Lease is subject and  subordinate to all ground or
Lease               underlying leases and to all mortgages including any deed of
                    trust  and  mortgage   securing  bonds  and  all  indentures
                    supplemental  thereto which may now or hereafter affect such
                    leases and the parcel of leasehold land constituted thereby,
                    and  to   all   renewals,   modifications,   consolidations,
                    replacements  and extensions  thereof.  The Tenant agrees to
                    execute  promptly any  certificate in  confirmation  of such
                    subordination   as  the  Landlord  may  request  and  hereby
                    constitutes the Landlord the agent or attorney of the 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 Lease in favour of any such
                    mortgage in order to give effect to the foregoing provisions
                    of this clause.

Lease Entire        9.07 The Tenant  acknowledges  that there are no  covenants,
Relationship        representations,   warranties,   agreements   or  conditions
                    expressed or implied,  collateral or otherwise  forming part
                    of or in any way affecting or relating to this Lease save as
                    expressly  set  out  in  this  Lease  and  that  this  Lease
                    constitutes  the entire  agreement  between the Landlord and
                    the  Tenant  and  may  not  be  modified  except  as  herein
                    explicitly  provided or except by  subsequent  agreement  in
                    writing of equal formality  executed by the Landlord and the
                    Tenant. This Lease includes the Schedules attached hereto.

Registration        9.08 The  parties  agree  that  the  Landlord  shall  not be
                    obliged to deliver this Lease in a form  registerable  under
                    the Land Title Act of the Province of British Columbia.

Foreign             9.09.01 The Tenant hereby warrants and represents that it is
Investment          not a  non-eligible  person with the meaning of the Foreign.
Review Act          Investment  Review Act, S.C. 1974, c. 46, as amended or that
                    it is  authorized  pursuant  to the said Act to carry on all
                    business  carried  on  or  to be  carried  on  by it in  the
                    Premises.

                    9.09.02 If the Tenant is a  non-eligible  person  within the
                    meaning  of  the  said  Act,  or if  the  Tenant  becomes  a
                    non-eligible  person  within the meaning of the said Act, it
                    shall  not  carry  on  business,  or  continue  to  carry on
                    business,  in  the  Premises  without  first  supplying  the
                    Landlord  with all relevant  documents  and  information  to
                    satisfy  the  Landlord  that the Tenant is not  carrying  on
                    business in violation of any such  legislation,  and without
                    first obtaining the consent of the Landlord to the carry-

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<PAGE>




                    ing on of such  business,  such  consent  not to be withheld
                    upon receipt of proof that such business is lawfully carried
                    on.


                    9.09.03 The Tenant shall indemnify the Landlord and hold the
                    Landlord  harmless  from  and  against  any and  all  fines,
                    claims, costs, losses,  damages,  expenses,  liabilities and
                    demands  arising  out of the  breach  by the  Tenant  of the
                    warranty or any obligation set forth in this Clause.


Right to            9.10.01  [The  Landlord  shall  have  the  right at any time
Locate              during  the term of this  Lease to  relocate  the  Tenant to
                    other reasonably  similar or comparable  premises within the
                    Building  of  approximately  the same area as the  Premises.
                    Such right  shall be exercisd by the giving of not less than
                    sixty (60) days notice in writing to the Tenant.

                    9.10.02  The  Landlord   shall  be   responsible   for  all
                    reasonable costs and expenses attributable to the relocation
                    of the Tenant,  including the cost of  partitioning  the new
                    premises,  the cost of the physical movement of the Tenant's
                    chattels and the relocation of leasehold  improvements.  The
                    Landlord shall have no liability for any loss  occasioned by
                    the  interruption  of  the  Tenant's  business.

                    9.10.03 If the Landlord  relocates the  Tenant as aforesaid,
                    this Lease shall  continue in full force with the  following
                    amendments:

                          (a)  The description of the  Premises in Schedule "A"
                               of this  Lease   shall be  amended to  contain a
                               description  of the Premises to which the Tenant
                               has been relocated.

                          (b)  The Proportionate Share definition shall be
                               amended in light of any change in the area of the
                               relocated Premises.

                          (c)  The basic annual rent set forth in Article 4
                               hereof shall be amended by increasing it or
                               decreasing it by a percentage equal to the
                               percentage increase or decrease in the area of
                               the relocated Premises relative to the area of
                               the Premises formerly occupied by the Tenant.

                    9.10.04  If the  Tenant  refuses to allow the   Landlord  to
                    relocate the Tenant as  aforesaid or if the Tenant  attempts
                    to obstruct such relocation in any manner, the Landlord may,
                    at its option,  terminate  this Lease upon thirty (30) days'
                    written notice to the Tenant without  prejudice to any other
                    rights  or  remedies  it may have  and  rent  and any  other
                    payments for which the Tenant is liable shall be  apportiond
                    and paid to the date of such  termination  together with the
                    reasonable  expenses  of  the  Landlord  attibutable  to the
                    termination  of the Lease and the Tenant  shall  immediately
                    deliver   possession  of  the  Premises  to  the  Landlord.]
                    [preceding language was struck through]

                    9.11 All of the provisions of this Lease are to be construed
                    as covenants and  agreements  as though the words  importing
                    such  covenants  and  agreements  were used in each separate
                    paragraph  hereof.  Should any  provisions  of this Lease be
                    illegal or not enforceable they shall be considered separate
                    and severable  from the Lease and its  remaining  provisions
                    shall remain in force and be binding upon the parties hereto
                    as though the said provisions had never been included.

                    9.12 The  headings  to the  Clauses  in this Lease have been
                    inserted as a matter of  convenience  and for reference only
                    and in no way define,  limit or enlarge the scope or meaning
                    of this Lease or any provision hereof.

                    9.13 This Lease and everything  herein contained shall enure
                    to the benefit of and be binding upon the heirs, executors,

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                                       21
<PAGE>


                    administrators,   successors,   assigns   and  other   legal
                    representatives,  as the case may be, of each of the parties
                    hereto,  subject to the  granting of consent by the Landlord
                    as provided in clause 5.10 to any  assignment  or  sublease,
                    and every reference herein to any part thereto shall include
                    the heirs, executors,  administrators,  successors, assigns,
                    and other legal  representatives  of such  party,  and where
                    there is more than one tenant or there is a female  party or
                    a corporation,  the provisions hereof shall be read with all
                    grammatical  chances  thereby  rendered  necessary  and  all
                    covenants shall be deemed joint and several.

10. GUARANTEE
                    [10.01.01 In  consideration of the sum of ONE DOLLAR ($1.00)
                    now paid by the Landlord to the Guarantor and other valuable
                    consideration the receipt whereof is hereby acknowledged the
                    Guarantor hereby covenants with the Landlord that the Tenant
                    shall duly  perform  and  observe  each and every  covenant,
                    proviso,  condition  and agreement in this Lease on the part
                    of the Tenants to be performed and  observed,  including the
                    payment of rent and all other payments  agreed to be paid or
                    payable under this Lease on the days and at the times and in
                    the manner herein specified, and that if any default be made
                    by the Tenant, whether in payment of rent or other sums from
                    time to time  falling due  hereunder as and when they become
                    due and payable or in the  performance  or observance of any
                    of the covenants,  provisos,  conditions or agreements which
                    under  the  terms  of this  Lease  are to be  performed,  or
                    observed by the Tenant, the Guarantor shall forthwith pay to
                    the  Landlord  on demand such rent and other sums in respect
                    of which such  default  shall have  occurred and all damages
                    that  may  arise in  consequence  of the  non-observance  or
                    non-performance  of  any of the  said  covenants,  provisos,
                    conditions or agreements.

                    10.01.02 The Guarantor  covenants with the Landlord that the
                    Guarantor is jointly and severally bound with the Tenant for
                    the  fulfillment of all obligations of the Tenant under this
                    Lease.  In the  enforcement  of  its  rights  hereunder  the
                    Landlord  may  provide  against  the  Guarantor  as  if  the
                    Guarantor were the named Tenant herein.

                    10.01.03 The  Guarantor  hereby  waives any right to require
                    the  Landlord  to proceed  against  the Tenant or to proceed
                    against or to exhaust any  security  held from the Tenant or
                    to pursue any other remedy whatsoever which may be available
                    to the Landlord before proceeding against the Guarantor.

                    10.01.04  No  neglect  or  forbearance  of the  Landlord  in
                    endeavoring to obtain payment of the rent reserved herein or
                    other  payments  required to be made under the provisions of
                    this  Lease as and when  they  become  due,  no delay of the
                    Landlord  in taking  any  steps to  enforce  performance  or
                    observance of the several covenants,  provisos or conditions
                    contained  in this Lease to be  performed or observed by the
                    Tenant, no extension or extension of time which may be given
                    by the  Landlord  shall  release,  discharge  or in any  way
                    reduce the obligations of the Guarantor hereunder.

                    10.01.05  Any  account  settled  or  statement  or any other
                    settlement made between the Landlord and the Tenant, and any
                    determination  made  pursuant to any provision of this Lease
                    which is  expressed  to be binding  upon the Tenant shall be
                    binding upon the Guarantor.

                    10.01.06  In the  event of the  termination  of this  Lease,
                    except by  surrender  accepted  by the  Landlord,  or in the
                    event of disclaimer  of this Lease  pursuant to any statute,
                    then at the  option  of the  Landlord  the  Guarantor  shall
                    forthwith  upon demand of the landlord and at the expense of
                    the Guarantor,  execute a new lease of the Premises  between
                    the Landlord as Landlord and  Guarantor as Tenant for a term
                    equal in  duration  to the  residue  of the  term  remaining
                    unexpired   at  the  date  of  such   termination   or  such
                    disclaimer. Such lease shall contain the like landlord's and
                    tenant's  obligations  respectively  and the like covenants,
                    provisos,   agreements   and   conditions  in  all  respects
                    (including  the provisos for  re-entry) as are  contained in
                    this Lease.

                    10.01.07 The Guarantor hereby submits to the jurisdiction of
                    the Courts of the Province of British Columbia in any action
                    or  proceeding  whatsoever  by the  Landlord  to enforce its
                    rights hereunder.] [preceding language was struck through]

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<PAGE>




11. ADDITIONAL COVENANTS

               11.01 The covenants set out in Schedule "C" hereto shall apply in
               addition to the general covenants of this Lease and, in the event
               of conflict therewith,  shall be considered as exceptions to such
               general covenants:





                         IN WITNESS  WHEREOF the  Landlord  and Tenant have duly
                    signed and executed these presents at the City of Vancouver,
                    as of the day, month and year first above written.

                                 The Corporate Seal of                        )
                                 YONGE WELLINGTON                             )
                                 PROPERTY LIMITED                             )
                                 was hereunto affixed in the                  )
                                 presence of:                                 )
                                                                              )
                                                                              )
                                 [s/ Illegible]                               )
                                ----------------------------                  )
                                 Authorized Signatory                         )
                                                                              )
                                 [/s/ Illegible]                              )
                                ----------------------------                  )
                                 Authorized Signatory                         )
                                                                              )
                                                                              )
                                 The Corporate Seal of                        )
                                 SIMBA TECHNOLOGIES                           )
                                 INCORPORATED                                 )
                                 was hereunto affixed in the                  )
                                 presence of:                                 )
                                                                              )
                                                                              )
                                 [/s/  Illegible                              )
                                ---------------------------                   )
                                 Authorized Signatory                         )
                                                                              )
                                 ------------------------                     )
                                 Authorized Signatory                         )


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<PAGE>




                                  SCHEDULE "A"

                             DEFINITION OF PREMISES

     The Premises consist of an area of approximately 11,139 square feet and are
     situate in Suite 400 on the 4th floor of the Building as more  particularly
     set forth on the plan attached hereto in the area outlined in red.


     [Floor Plan Description]


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<PAGE>




                                  SCHEDULE "B"

                              RULES AND REGULATIONS

                    1.   No  Tenant  shall  obstruct  or  encumber  any  of  the
                         sidewalks,  entrances, elevators, stairways, corridors,
                         halls or any other  areas of the  Building or the Lands
                         which is for the use of other  persons or any  windows,
                         doors or other areas that reflect or admit light or air
                         into any part of the  Building,  for any purpose  other
                         than access to and from the Premises.

                    2.   The water  closets and wash  basins and other  plumbing
                         fixtures  shall not be used for any purposes other than
                         those for which  they  were  constructed,  and no other
                         substances shall be put therein.  All damages resulting
                         from any misuse of the  fixtures  shall be borne by the
                         Tenant who,  or whose  employees,  agents,  invitees or
                         licensees,  shall have caused such damages.  The Tenant
                         shall not let the water run unless it is in actual use.

                    3.   No Tenant shall make, paint,  drill into, or in any way
                         deface  any part of the  [Premises  of the]  [preceding
                         language  was  struck  through]  Building.  No  boring,
                         cutting  or  stringing  of wires  shall  be  permitted,
                         except with the prior written  consent of the Landlord.
                         No Tenant  shall lay any  floor  covering,  so that the
                         same  shall be  attached  to the floor of the  Premises
                         without  the  prior  consent  of the  Landlord.  If the
                         Tenant desires telegraph or telephone 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.

                    4.   No  bicycles,  vehicles or animals of any kind shall be
                         brought  into or kept in or  about  the  Premises  and,
                         without the prior written  consent of the Landlord,  no
                         cooking shall be done on the Premises.  No Tenant shall
                         cause or permit any unusual or  objectionable  odors to
                         be produced upon or to emanate from the  Premises.  Any
                         hand trucks,  carryalls,  or similar appliances used in
                         the  Building  shall be  equipped  with  rubber  tires,
                         sideguards  and other  safeguards as the Landlord shall
                         require.

                         [The  Tenant  may  provide a   parking  stall,   fenced
                         and   capable of   being  locked    up, for     bicycle
                         storage,   subject   to   the   Landlord's   reasonable
                         approval.][[preceding language was inserted]

                    5.   No   space   in  the   Building   shall   be  used  for
                         manufacturing,  for the storage of  merchandise  or for
                         the sale of merchandise,  goods or property of any kind
                         at auction.

                    6.   No Tenant shall, at any time,  while on any part of the
                         Lands,  feed or leave any  foodstuffs  for any birds or
                         other animals.

                    7.   Each  Tenant  shall  keep its  Premises  free of waste,
                         rubbish  and  debris at all times  and  provide  proper
                         receptacles in the Premises for waste and rubbish.

                    8.   The Tenant shall not install or permit the installation
                         or use of any machine  dispensing goods for sale in the
                         Premises or the  Building or permit the delivery of any
                         food or beverage to the  Premises  without the approval
                         of the Landlord or in  contravention of any regulations
                         fixed  or to be  fixed by the  Landlord.  Only  persons
                         authorized  by  the  Landlord  shall  be  permitted  to
                         deliver or to use the elevators in the Building for the
                         purpose  of   delivering   food  or  beverages  to  the
                         Premises.

                    9.   No  tenants  shall  make,  or  permit  to be made,  any
                         unseemly or  disturbing  noises or disturb or interfere
                         with occupants

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<PAGE>



                         of the Building or any neighbouring  buildings or those
                         having  business  with them in any way.  No  animals or
                         birds shall be brought into the Premises.

                    10.  No Tenant shall throw anything out of the doors or down
                         the passageways or stairways.

                    11.  No Tenant shall at any time bring or keep upon or allow
                         to  be  brought  onto  the  Premises  any  inflammable,
                         combustible  or  explosive  fluid,  chemical  or  other
                         substance.

                    12.  No  additional  locks or  bolts  of any  kind  shall be
                         placed  upon  any  of  the  doors,  or  windows  of the
                         Premises,  nor shall any  changes  be made in  existing
                         locks or the  mechanisms  thereof.  No  duplicate  keys
                         shall be made and additional  keys may be obtained from
                         the  Landlord  at the cost of the  Tenant.  Each Tenant
                         shall,  upon the termination of his tenancy,  return to
                         the  Landlord  all keys to the Premises or to any other
                         part of the Building.

                    13.  The Tenant, his agents, servants, contractors, invitees
                         or employees, shall not bring in or take out, position,
                         construct,  install or move any safe,  business machine
                         or other heavy office equipment without first obtaining
                         the consent in writing of the Landlord.  In giving such
                         consent,  the Landlord shall have the right in its sole
                         discretion  to prescribe  the weight  permitted and the
                         position  thereof,  and the use and  design of  planks,
                         skids,  or platforms to distribute the weight  thereof.
                         All damage done to the  Building by moving or using any
                         heavy equipment or other office  equipment or furniture
                         shall be repaired  at the  expense of the  Tenant.  The
                         moving of all heavy equipment or other office equipment
                         or  furniture  shall be carried out only  between  6:00
                         p.m.  and  7:00  a.m.  and  at  no  other  time  unless
                         consented to by the Landlord,  and the persons employed
                         to move such  equipment  or furniture in and out of the
                         Building must be acceptable to the Landlord.  Safes and
                         other heavy office  equipment will be moved through the
                         halls and corridors only upon steel bearing plates.  No
                         freight  or bulky  matter of any  description  shall be
                         received  into the Building or carried in the elevators
                         except during hours approved by the Landlord.

                    14.  Except as may be otherwise approved by the Landlord, no
                         Tenant  shall  occupy  or  permit  to be  occupied  any
                         portion of the  Premises as an  employment  bureau,  or
                         advertise  for  labourers  giving  the  Premises  as an
                         address.

                    15.  All persons  entering  and leaving the  Building at any
                         time except during normal business hours shall register
                         in the books kept by the  Landlord at or near the night
                         entrance  and the  Landlord  shall  have  the  right to
                         prevent  any  person  from   entering  or  leaving  the
                         Building  unless  provided  with a pass in a form to be
                         approved  by the  Landlord.  Any  person  found  in the
                         Building  at  such  times  without  such  pass  will be
                         subject to the surveillance of the employees and agents
                         of  the  Landlord.  The  Landlord  shall  be  under  no
                         responsibility for failure to enforce this rule.

                    16.  No one shall use the Premises  for sleeping  apartments
                         or residential purposes, or for the storage of personal
                         effects or articles not required for business purposes.

                    17.  Canvassing,  soliciting and peddling in the Building is
                         prohibited and each Tenant shall  co-operate to prevent
                         the same.

                    18.  The Tenant  shall permit  window  cleaners to clean the
                         windows of the Premises during normal business hours.

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                    19.  All  deliveries to the Premises of bulky goods shall be
                         made  during  such hours and by using  such  entrances,
                         hallways,  corridors  and  elevator as the Landlord may
                         from time to time prescribe for such purposes.

                    20.  The Tenant shall permit and facilitate the entry of the
                         Landlord or those  designated  by it, into the Premises
                         for the purpose of inspection,  repair, window cleaning
                         and the performance of other services.

                    21.  The foregoing regulations, as from to time amended, are
                         not  necessarily  of  uniform  application,  but may be
                         waived in whole or in part in respect of other  tenants
                         without affecting their  enforceability with respect to
                         the Tenant and the Premises, and may be waived in whole
                         or in part with respect to the Premises without waiving
                         them as to future application to the Premises,  and the
                         imposition  of such  regulations  shall  not  create or
                         imply any obligation of the Landlord to enforce them or
                         create  any   liability   of  the  Landlord  for  their
                         non-enforcement.

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                                  SCHEDULE "C"

                              ADDITIONAL COVENANTS

1.       Deposit

         A security  deposit in the amount of Forty  Thousand  Five Hundred Nine
         Dollars and Thirteen Cents including G.S.T.  ($40,509.13) has been paid
         by  the  Tenant  to the  Landlord  as  partial  consideration  for  the
         execution  of  this  Lease,  and  such  deposit  shall  be  held by the
         Landlord,  without liability for interest, as security for the faithful
         performance by the Tenant of all the terms, covenants and conditions of
         this  Lease,  and if at any  time  during  the Term  the  Rent,  Taxes,
         Operating  Costs  or  other  charges  properly  made  by  the  Landlord
         hereunder  are overdue and unpaid,  then the Landlord may at its option
         apply any portion of such security  deposit  toward the payment of such
         overdue Rent,  Taxes,  Operating  Costs or other charge without thereby
         limiting or  excluding  any other  rights  which the  Landlord may have
         hereunder  or at law,  and if such  security  deposit is not so applied
         during the Term then such sum shall be applied towards Rent,  Taxes and
         Operating  Costs for the last Two (2) month's of the Term. In the event
         the entire security deposit or any portion thereof is applied towards a
         default by the  Landlord,  such sum as is  sufficient  to  restore  the
         security  deposit  to the  amount  that  would  have  been  held by the
         Landlord if it had not been applied towards a default, shall be paid by
         the Tenant to the Landlord forthwith.

2.       Option to Renew

         If the Tenant duly and  regularly  pays the said rent and performs each
         and every of the covenants, conditions, provisos, and agreements herein
         and in accordance with the provisions of the Lease, the Landlord shall,
         at the expiration of the said Term, upon receiving  written notice from
         the Tenant at least Six (6) months prior to the  expiration of the said
         Term,  grant to the Tenant a renewal lease for the Demised Premises for
         a further  term of Five (5) years on the same terms and  conditions  as
         the present  Lease and this offer except as to this clause,  the amount
         of any inducements or improvements  and except as to the amount of rent
         which is to be based upon the fair market rent for the Demised Premises
         as they exist at that time,  as  comparable  with  premises  of similar
         size,  quality,  improvements  and  location at the time of review (the
         "Time Of Review" is the four month period preceding the 5th anniversary
         of the Term),  as  negotiated  between the Parties at arm's  length and
         negotiated  during the Time of Review.  In the event the  Landlord  and
         Tenant  do not  agree as to the fair  market  rent  during  the Time of
         Review,  the rent shall be set by  arbitration  under the provisions of
         the Commercial  Arbitration Act of British Columbia,  provided however,
         that the annual  rent for the  renewal  term shall not be less than the
         rent payable during the last year of the initial Term.

         Notwithstanding the above paragraph, the Tenant may exercise the Option
         to  Renew  so long as the  Lease  is in good  standing  at the  time of
         renewal  (i.e.  if a default has occurred but has been  remedied,  that
         does not affect the Tenant's right to renew).

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3.      Fixturing Period

         Commencing  June 1, 1996 the Landlord shall provide the Premises to the
         Tenant prior to the lease  commencement date of October 1, 1996 for the
         purposes of installing  their tenant  improvements and occupancy by the
         Tenant.  During this period the Tenant shall not be responsible for any
         Basic Rent or Building Expenses whatsoever.

4.       Parking

         The Landlord  shall provide the Tenant with Three (3) parking stalls in
         the Building at the prevailing  monthly rate which is presently $185.00
         reserved  per stall per  month.  The  rental  for  stalls is subject to
         adjustment to prevailing rates by the Landlord from time to time.

5.       Option To Lease Additional Premises

         The Tenant  shall have an option to lease  additional  premises  on the
         third or fifth  floors with the rentable  area to be between  3,000 and
         3,400  square feet with the  location of the option space and the exact
         size to be determined  by the Landlord  acting  reasonably.  The option
         space  shall have the same term as for the Demised  Premises  and shall
         commence  October 1, 1996.  The option  space shall be provided "as is"
         except the Landlord will provide  demising walls and entry/exit  doors.
         The Landlord will also provide the $5.00 p.s.f.  allowance payable upon
         occupancy of the option space by the Tenant.

         The Tenant must give the Landlord  written notice that it is exercising
         this option on or before September 30, 1996. In the event notice is not
         given by the  Tenant  within  the time  specified,  this  option  shall
         terminate.

6.       Right of First Refusal

         If at any time after signing the Lease and  throughout  the Term hereof
         (or any renewal term) the Landlord receives an acceptable written offer
         to lease the whole or any part of the rentable  space on the 3rd or Sth
         floors  (hereinafter  called "Additional Space") of the Building from a
         third party,  the  Landlord  shall notify the Tenant in writing and the
         Tenant shall have the right to lease the Additional Space upon the same
         terms and conditions as are contained in the said  acceptable  offer to
         lease,  provided that such right of Tenant shall be exercised by notice
         in writing to the  Landlord to such effect  within  Three (3)  business
         days after the date of receipt of the said notice.  If the Tenant shall
         fail to exercise such right to lease the said  Additional  Space within
         such Three (3) day period,  its Right of First Refusal  thereupon shall
         terminate for that particular offer to lease.

         If the  aforesaid  right of first  refusal is not exercised and further
         space on the 3rd or 5th floors becomes  available for rental during the
         Term  hereof or any  renewal  term,  the Tenant  shall have the further
         right of first  refusal  concerning a subsequent  offer to lease on the
         space, and so on from time to time.

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7.       Notes to Option and Right Of First Refusal

         The Tenant  understands that the Right of First Refusal is secondary to
         an existing right of first refusal for approximately 500 square feet on
         the 3rd floor.

         Where the Option to Lease or Right of First Refusal is  exercised,  the
         Tenant's  rights for these new  premises  shall for all purposes of the
         lease be the same as for the main  Premises.  That is,  the  Option  to
         Renew shall extend to the revised space,  the  Termination  Right also,
         etc.

8.       Right to Terminate

         The  Landlord  shall  grant  to the  Tenant  a one (1)  time  right  to
         terminate the Lease on January 31, 2000, provided that the Tenant gives
         to the Landlord  written  notice of its intention to terminate no later
         than July 31, 1999. In order for this  termination  notice to be valid,
         the  Tenant  shall  pay  to  the  Landlord  on  delivery  of  notice  a
         cancellation  penalty of $80,000.00  towards the  Landlord's  costs and
         real estate fees. If the Tenant exercise the option to lease additional
         premises the penalty will increase proportionately with the increase in
         area (if the cancellation is exercised).

         If the Tenant exercises one or more rights of refusal,  the penalty for
         this  or  these  spaces  (in the  event  of  cancellation)  will be the
         unamortized  costs of any Landlord's  inducements or  improvements  and
         real estate fees.

         It is  understood  that the  cancellation  shall  not be valid  without
         payment of the appropriate cancellation fee being paid.

9.       Net Lease

         This is a net lease, but in no case shall the provisions hereof operate
         to  require  the  Tenant to  effectively  subsidize  other  tenants  or
         occupants or rentable areas of the Lands, and Operating Costs and Taxes
         shall be calculated  and determined  without  duplication or (except as
         expressly  stipulated  herein) profit to the Landlord.  Operating Costs
         and Taxes shall  exclude  taxes  assessed  referable to the  Landlord's
         income or profit (i.e.  income taxes).  Operating Costs and Taxes shall
         not include any costs relating to asbestos removal.  The Landlord shall
         make reasonable efforts to minimize operating Costs and Taxes.

10.      Asbestos

         To the best of the Landlord's knowledge,  all asbestos has been removed
         from the Building or has been appropriately remediated.

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