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LEASE

THIS LEASE, dated the _____ day of May, 2003 is made and entered
  into by the Landlord, Tenant and Indemnifiers named herein who, in consideration
  of the covenants herein contained, and other good and valuable consideration
  the receipt and sufficiency of which is hereby acknowledged, agree as follows:

|1.  | BASIC TERMS, SCHEDULES, and DEFINITIONS
|--- | ---------------------------------------
|    |                                        
|1.1 | Basic Terms                            
|    |                                        
|(a) | Landlord:                              
|    | Address of Landlord:                   
|    |                                        
|    |                                        
|(b) | Tenant:                                
|    | Address of Tenant:                     
|    |                                        
|    |                                        
|(c) | Indemnifier:                           
|    | Address of Indemnifier:                
|    |                                        
|    |                                        
|(d) | Indemnifier:                           
|    | Address of Indemnifier:                
|    |                                        
|(e) | Leased Premises:                       
|    |                                        
|(f) | Term:                                  
|    | Commencement Date:                     
|    |                                        
|(g) | Annual Base Rent:                      
|    |                                        
|(h) | Permitted Use:                         
|    |                                        
|(i) | Deposit:                               

The foregoing Basic Terms are approved by the parties. Each
  reference in this Lease to any of the Basic Terms shall be construed to include
  the provisions set forth above as well as all

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of the additional terms and conditions of the applicable sections of this Lease where such Basic Terms are more fully set forth.

1.2            Schedules

All Schedules to this Lease are incorporated into and form a part of this Lease and are as follows:

|SCHEDULE | SUBJECT                                                        | CLAUSE
|-------- | -------------------------------------------------------------- | ------
|         |                                                                |       
|A        | Legal Description of Leased Premises                           | 1.1   
|B        | Definitions                                                    | 1.3   
|C        | Covenants of Essentially Yours Industries Corp. as Indemnifier | 1.1   
|D        | Covenants of Essentially Yours Industries, Inc. as Indemnifier | 1.1   

1.3            Definitions

In this Lease, the words, phrases and expressions set forth
  in Schedule B are used with the meanings defined therein.

2.               PREMISES

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 demises and leases to the Tenant, and the Tenant leases
  from the Landlord, the Leased Premises.

3.               TERM

The Term of this Lease shall be for the period set out in
  subclause 1.1(f), beginning on the Commencement Date.

4.               RENT

4.1             Rent

The Tenant shall yield and pay for the Leased Premises unto
  the Landlord, at such place as the Landlord may direct in writing, during the
  Term in lawful money of Canada without any setoff, abatement, compensation,
  or deduction whatsoever on the days and at the times hereinafter specified,
  Rent which shall include the aggregate of the sums specified in subclauses (a)
  and (b) below:

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|(a) | Annual Base Rent                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------
|   
|    | Annual Base Rent in the amount per annum
        set out in subclause 1.1(g) for each respective Lease Year.
|   
|(b) | Additional Rent                                                                                             
|   
|    | The aggregate of the following:                                                                             
|   
|    | (i)                                                                                                         
|   
|    | (ii)                                                                                                        
|   
|    | (iii)                                                                                                       

Provided that the Tenant's obligation to pay Annual Base Rent
  will be suspended for the first two months of the Term. Notwithstanding anything
  herein to the contrary, the Tenant shall not be required to pay Annual Basic
  Rent under clause 1.1(g) and 4.2(a) of this Lease for the period of May 1, 2003
  to and including June 30, 2003.

The Landlord and Tenant acknowledge that the provisions of
  paragraph 14 of the Memorandum of Agreement dated for reference the 4th
  day of April, 2003, the parties to which include 468 and Essentially Yours Industries
  Corp., may affect the amount of Rent payable under the provisions of this Lease.

4.2             Payment
  of Rent

The Rent provided for in this Article 4 shall be paid by the
  Tenant as follows:

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|(a) | Annual Base Rent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   
|    | The Annual Base Rent shall be paid in equal consecutive
        monthly instalments in advance on the first day of each and every month
        during the Term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(b) | Additional Rent Payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | The amount of any or all of the items of Additional
        Rent under subclause 4.1(b) which the Tenant is to pay may be reasonably
        estimated by the Landlord for such fiscal period or portion thereof as
        the Landlord may determine. The Tenant agrees to pay to the Landlord the
        amount of such estimate in monthly installments in advance in amounts
        and during the period specified by the Landlord on the dates and at the
        times for payment of the Annual Base Rent provided for in this Lease.
        The Landlord may make its estimates so that the Tenant's share of Additional
        Rent will be payable to the Landlord prior to the time the Landlord is
        obliged to pay the costs in respect of which the Additional Rent is payable.
        The Landlord may submit to the Tenant at any time during a period a re-estimate
        of the amount of Additional Rent payable by the Tenant under subclause
        4.1(b) and a revised monthly instalment amount. As soon as reasonably
        possible after the end of the fiscal period for which such estimated payments
        have been made, the Landlord will make a final determination of Additional
        Rent for such fiscal period and notify the Tenant of the actual amount
        required to be paid as Additional Rent under subclause 4.1(b). If necessary
        an adjustment shall be made between the parties and any money owing by
        or to one party shall be paid or credited within 30 days of such notice.
        Any report of the Landlord's accountants as to the amount and nature of
        any Additional Rent shall be conclusive as to the amount and nature thereof
        for any period to which such report relates.
|   
|(c) | Post-dated Cheques                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | If requested by the Landlord from time to time,
        the Tenant will provide to the Landlord without prejudice to any other
        right or remedy of the Landlord a series of cheques, post-dated to the
        respective due dates of payments, for the amounts of the Rent and estimates
        on account thereof which are periodically payable under this Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

4.3             Waiver
  of Offset

The Tenant hereby waives and renounces any and all existing
  and future claims, offsets, and compensation against any Rent and agrees to
  pay such Rent regardless of any claim, offset, or compensation which may be
  asserted by the Tenant or on its behalf.

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4.4             Application
  of Payments

All payments by the Tenant to the Landlord under this Lease
  shall be applied toward such amounts then outstanding hereunder as the Landlord
  determines.

4.5             Net
  Lease


The Tenant acknowledges and agrees that it is intended that
  this Lease shall be a completely net lease for the Landlord except as shall
  be otherwise provided in the specific provisions contained in this Lease, and
  that the Landlord, except as otherwise provided in the specific provisions contained
  in the lease, shall not be responsible during the Term for any costs, charges,
  expenses, and outlays of any nature whatsoever arising from or relating to the
  Leased Premises, and the Tenant, except as shall be otherwise provided in the
  specific provisions contained in this Lease, shall pay all charges, impositions,
  and costs of every nature and kind relating to the Leased Premises whether or
  not referred to herein and whether or not within the contemplation of the Landlord
  or the Tenant, and the Tenant covenants with the Landlord accordingly.

5.               TENANT'S
  COVENANTS

5.1             Tenant's
  Covenants

The Tenant covenants with the Landlord as follows:

5.2             Rent

To pay the Rent on the days and in the manner provided herein
  and to pay all other amounts, charges, costs, and expenses as are required to
  be paid by the Tenant to the Landlord or to others under this Lease.

5.3             Occupancy
  and Permitted Use

To use the Leased Premises only for the purpose set out in
  subclause 1.1(h) and not to use or permit to be used the Leased Premises or
  any part thereof for any other purpose.

5.4             Waste
  and Nuisance


Not to commit or permit any waste or injury to the Building
  or the Leased Premises including the Leasehold Improvements and the trade fixtures
  therein; any conduct which impedes or, in the opinion of the Landlord acting
  reasonably, could impede the business of any other occupant of the Building
  or which constitutes or, in the opinion of the Landlord acting reasonably, could
  constitute a nuisance to the Landlord, any other occupant of the Building, or
  anyone else; or any other use or manner of use which annoys or interferes with

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the operations of any other occupant of the Building or, in
  the opinion of the Landlord acting reasonably, may have an adverse impact on
  the reputation of the Building.

5.5            
  Insurance Risks


Not to do, omit to do, or permit to be done or omitted to
  be done upon the Leased Premises anything which would cause the Landlord's cost
  of insurance to be increased or which shall cause any policy of insurance to
  be subject to cancellation.

5.6             Cleanliness


Not to permit the Leased Premises to become untidy, unsightly,
  or hazardous, or permit unreasonable quantities of waste or refuse to accumulate
  therein, and at the end of each business day to leave the Leased Premises in
  a clean and tidy condition.

5.7             Compliance
  with Laws


To comply at its own expense with all municipal, provincial,
  and federal sanitary, fire, and safety laws, bylaws, regulations, and requirements
  pertaining to the operation and use of the Leased Premises, the condition of
  the Leasehold Improvements, trade fixtures, furniture, and equipment installed
  therein, and the making by the Tenant of any repairs, changes or improvements
  therein.

5.8             Rules
  and Regulations


To observe, and to cause its employees, invitees, and others
  over whom the Tenant can reasonably be expected to exercise control to observe
  such reasonable rules and regulations and amendments and changes therein as
  may hereafter be made by the Landlord from time to time, of which notice in
  writing shall be given to the Tenant; and all such rules and regulations shall
  be deemed to be incorporated into and form part of this Lease.

5.9             Overholding


That if the Tenant shall continue to occupy the Leased Premises
  after the expiration of this Lease without any further written agreement and
  without objection by the Landlord, the Tenant shall be a monthly tenant at a
  monthly base rent equal to 150% of the monthly installment of Annual Base Rent
  payable by the Tenant as set forth in Article 4 and (except as to length of
  tenancy) on and subject to the provisions and conditions herein set out.

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5.10            Signs

Not to paint, display, inscribe, place, or affix any sign,
  symbol, notice, or lettering of any kind anywhere outside the Leased Premises
  or the Building without the approval of the Landlord as to design, size, and
  location.

5.11            Showing
  Leased Premises

To permit the Landlord and its authorized agents and employees
  to show the Leased Premises to prospective purchasers and mortgagees during
  Normal Business Hours of the whole of the Term and to show the Leased Premises
  to prospective tenants during the Normal Business Hours of the last six months
  of the Term.

5.12            Strata
  Property Act


To observe, obey and comply with and cause any person permitted
  on the Leased Premises to observe, obey and comply with the provisions of the
  Strata Property Act S.B.C., 1998, as amended from time to time, and the provisions
  of the by-laws and the rules and regulations of the Strata Corporation as adopted
  from time to time, insofar as they affect the Tenant as the lessee and occupier
  of the Leased Premises.

6.               LANDLORD'S
  COVENANTS

6.1             Landlord's
  Covenants

The Landlord covenants with the Tenant as follows:

6.2             Quiet
  Enjoyment

Provided the Tenant pays the rent hereby reserved and performs
  its other covenants herein contained, the Tenant shall and may peaceably possess
  and enjoy the Leased Premises for the Term hereby granted, without any interruption
  or disturbance from the Landlord or its assigns, or any other person or persons
  lawfully claiming by, from, through, or under the Landlord.

7.               REPAIR,
  DAMAGE, AND DESTRUCTION

7.1             Landlord's
  Repairs

The Landlord covenants with the Tenant to repair any structural
  defects in the structural members or elements of the Leased Premises which occur
  after the commencement of the Term.

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7.2             Tenant's
  Repairs

The Tenant covenants with the Landlord:

|(a) | subject to subclause 7.3(b), to keep in a good and
        reasonable state of repair and consistent with the general standards of
        office buildings of similar age and location in the Municipality of Surrey,
        the Leased Premises including all Leasehold Improvements and all trade
        fixtures therein and all glass therein including glass portions of exterior
        walls thereof, but with the exception of structural members or elements
        of the Leased Premises, defects in construction performed or installations
        made by the Landlord;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | that the Landlord may enter and view the state of
        repair, and that the Tenant will repair according to notice in writing,
        and that the Tenant will leave the Leased Premises in a good and reasonable
        state of repair, subject always to the exceptions referred to in subclause
        7.2(a).                                                                                                                                                                                                                                                                  

7.3             Abatement
  and Termination

It is agreed between the Landlord and the Tenant that in the
  event of damage to the Leased Premises or to the Building:

|(a) | if the damage is such that the Leased
        Premises or any substantial part thereof are rendered not reasonably capable
        of use and occupancy by the Tenant for the purposes of its business for
        any period of time in excess of 10 days, then:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (i)                                                                                                                                                                                                                                                              
|   
|    | (ii)                                                                                                                                                                                                                                                             

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|(b) | if the Leased Premises are substantially damaged
        or destroyed by any cause to the extent such that in the reasonable opinion
        of the Landlord they cannot be repaired or rebuilt (based on standard
        hours of construction work) within 240 days after the occurrence of the
        damage or destruction, then the Landlord may at its option, exercisable
        by written notice to the Tenant given within 60 days after the occurrence
        of such damage or destruction, terminate this Lease, in which event neither
        the Landlord nor the Tenant shall be bound to repair as provided in clauses
        7.1 and 7.2, and the Tenant shall instead deliver up possession of the
        Leased Premises to the Landlord with reasonable expedition but in any
        event within 60 days after delivery of such notice of termination, and
        Rent shall be apportioned and paid to the date upon which possession is
        so delivered up (but subject to any abatement to which the Tenant may
        be entitled under subclause 7.3(a) by reason of the Leased Premises having
        been rendered in whole or in part not reasonably capable of use and occupancy),
        but otherwise the Landlord or the Tenant as the case may be (according
        to the nature of the damage and their respective obligations to repair
        as provided in clauses 7.1 and 7.2) shall repair such damage with reasonable
        diligence.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.               TAXES
  AND OPERATING COSTS

8.1             Landlord's
  Tax Obligations

The Landlord covenants with the Tenant to pay to the taxing
  authority or authorities having jurisdiction, all Property Taxes.

8.2             Tenant's
  Tax Obligations

The Tenant covenants with the Landlord to pay when due, all
  taxes, business taxes, business licence fees, and other taxes, rates, duties
  or charges levied, imposed, or assessed by lawful authority in respect of all
  Leasehold Improvements in the Leased Premises and in respect of the use and
  occupancy of the Leased Premises by the Tenant, the business or businesses carried
  on therein, or the equipment, machinery, or fixtures brought therein by or belonging
  to the Tenant, or to anyone occupying the Leased Premises with the Tenant's
  consent, or from time to time levied, imposed, or assessed in the future in
  addition or in lieu thereof, and to pay to the Landlord upon demand the portion
  of any tax, rate, duty, or charge levied or assessed upon the Leased Premises
  that is attributable to any equipment, machinery, or fixtures on the Leased
  Premises which are not the property of the Landlord or which may be removed
  by the Tenant.

8.3             Goods
  and Services Tax


The Tenant shall pay to the Landlord goods and services tax
  in accordance with the applicable legislation at the same time as the amounts
  to which such goods and services tax

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apply are payable to the Landlord under the terms of this
  Lease or upon demand at such other time or times as the Landlord from time to
  time determines. The Landlord will provide the Tenant with its goods and services
  tax registration number. Notwithstanding any other section of this Lease, the
  amount payable by the Tenant under this clause shall be deemed not to be Rent,
  but the Landlord shall have the same remedies for and rights of recovery of
  such amount as it has for recovery of Rent under this Lease.

8.4             Postponement
  of Payment of Taxes


The Landlord may postpone payment of any Property Taxes payable
  by it under clause 8.1 to the extent permitted by law if prosecuting in good
  faith any appeal against the assessment of the Land and Building for Property
  Taxes or the imposition of Property Taxes.

8.5             Receipts
  for Payment

Whenever requested by the Landlord, the Tenant will deliver
  to it receipts for payment of all taxes, rates, duties, levies, and assessments
  payable by the Tenant under subclause 8.2 and furnish such other information
  in connection therewith as the Landlord may reasonably require.

9.               LICENSES,
  ASSIGNMENTS, AND SUBLETTINGS

9.1             Licenses,
  Franchises, and Concessions

The Tenant shall not suffer or permit any part of the Leased
  Premises to be used or occupied by any persons other than the Tenant and the
  employees of the Tenant, or suffer or permit any persons to be upon the Leased
  Premises other than the Tenant, permitted subtenants, and their respective employees,
  customers, and others having lawful business with them.

9.2             Assignment
  and Subletting


The Tenant shall not assign this Lease or sublet the whole
  or any part of the Leased Premises, unless it shall have first requested and
  obtained the consent in writing of the Landlord thereto, which consent shall
  not be unreasonably withheld.

9.3             Change
    in Control of Tenant


|(a) | If the Tenant is a corporation but none of its shares
        are traded on any public stock exchange or in any public stock market,
        and if by operation of law or by the sale, bequest, or other disposition
        of its shares or securities the control or the beneficial ownership of
        such corporation is changed at any time during the Term of this Lease,
        such change shall be deemed to be an assignment of this Lease within the
        meaning of clause 9.2. If such control or beneficial ownership is changed
        without the prior
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|    | written consent of the Landlord, the Landlord may,
        at its option, cancel this Lease upon giving notice to the Tenant of its
        intention to cancel, and this Lease and the Term shall thereupon be cancelled.                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Upon request of the Landlord from time to time,
        a Tenant that is a corporation shall make available to the Landlord for
        inspection or copying or both, all books and records of the Tenant which,
        alone or with other data, in the case of a Tenant that is a corporation,
        identify the ownership of all of the shares of the Tenant, all from the
        commencement of the Term or the date of earlier execution of this Lease
        up to the date such books and records are made available to the Landlord.

10.              FIXTURES
  AND IMPROVEMENTS

10.1            Installation
  of Fixtures and Improvements

The Tenant will not make, erect, install, or alter any Leasehold
  Improvements or trade fixtures in the Leased Premises or any apparatus for illumination,
  air-conditioning, cooling, heating, refrigerating, or ventilating the Leased
  Premises, in any case without having requested and obtained the Landlord's prior
  written approval, which the Landlord shall not unreasonably withhold. In making,
  erecting, installing, or altering any Leasehold Improvements or trade fixtures,
  the Tenant shall obtain all required building and occupancy permits, shall not
  alter or interfere with any installations which have been made by the Landlord
  without the prior written approval of the Landlord. The Tenant's request for
  any approval hereunder shall be in writing. All work to be performed in the
  Leased Premises shall be performed by competent contractors and subcontractors
  of whom the Landlord shall have approved, such approval not to be unreasonably
  withheld. All such work shall be subject to inspection by the Landlord shall
  be performed in accordance with any reasonable conditions or regulations imposed
  by the Landlord and completed in good and workmanlike manner in accordance with
  a description of the work approved by the Landlord.

10.2            Liens
  and Encumbrances on Fixtures and Improvements

In connection with the making, erection, installation, or
  alteration of Leasehold Improvements and trade fixtures, and all other work
  or installations made by or for the Tenant in the Leased Premises, the Tenant
  shall comply with all of the provisions of the Builders Lien Act, S.B.C.
  1997, c. 45 and amendments thereto, and other statutes from time to time applicable
  thereto (including any provision requiring or enabling the retention of portions
  of any sums payable by way of holdbacks), shall permit the Landlord to take
  all steps to enable the Landlord to obtain the benefit of the provisions of
  the Builders Lien Act, and, except as to any lawful holdback, shall promptly
  pay all accounts relating thereto. The Tenant shall not create any mortgage,
  conditional sale agreement, general security agreement under the Personal
  Property Security Act, R.S.B.C. 1996, c. 359 and amendments thereto, or
  other encumbrance in respect of its Leasehold Improvements or

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trade fixtures, or permit any such mortgage, conditional sale
  agreement, general security agreement under the Personal Property Security
  Act, or other encumbrance to attach to the Leased Premises. If and when
  any builders' or other lien for work, labour, services, or materials supplied
  to or for the Tenant or for the cost of which the Tenant may be in any way liable
  or claims therefor shall arise or be filed or any such mortgage, conditional
  sale agreement, general security agreement under the Personal Property Security
  Act, or other encumbrance shall attach, the Tenant shall within 20 days
  after receipt of notice thereof procure the discharge thereof, including any
  certificate of action registered in respect of any lien, by payment or giving
  security or in such other manner as may be required or permitted by law, and
  failing which the Landlord may in addition to all other remedies hereunder avail
  itself of its remedy under clause 14.1 and may make any payments required to
  procure the discharge of any such liens or encumbrances, and shall be entitled
  to be reimbursed by the Tenant as provided in clause 14.1, and its right to
  reimbursement shall not be affected or impaired if the Tenant shall then or
  subsequently establish or claim that any lien or encumbrance so discharged was
  without merit or excessive or subject to any abatement, setoff, or defence.

10.3            Removal
  of Fixtures and Improvements

All Leasehold Improvements in or upon the Leased Premises
  shall immediately upon affixation be and become the Landlord's property without
  compensation therefor to the Tenant. Except to the extent otherwise expressly
  agreed by the Landlord in writing, no Leasehold Improvements, trade fixtures,
  furniture, or equipment shall be removed by the Tenant from the Leased Premises
  either during or at the expiration or sooner termination of the Term, except
  that:

|(a) | the Tenant may at the end of the Term remove its
        trade fixtures; and                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | the Tenant shall at the end of the Term remove such
        of the Leasehold Improvements and trade fixtures as the Landlord shall
        require to be removed.

The Tenant shall, in the case of every removal either during
  or at the end of the Term, immediately make good any damage caused to the Leased
  Premises by the installation and removal.

10.4            Alterations
  by Landlord

The Landlord reserves the right from time to time to:

|(a) | make any deletions, changes, and additions to the
        equipment, appliances, pipes, plumbing, wiring conduits, ducts, shafts,
        structures, and facilities of every kind throughout the Leased Premises;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(b) | alter the location and nature of common areas of
        the Building, including Service Areas, make reductions therein, erect
        additions thereto, and extend any part thereof; and
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|    |                                                                                                                                                                                           
|(c) | make alterations and additions to the Building in
        which the Leased Premises are situate;                                                                                          

and in exercising any such rights, the Landlord will take
  reasonable steps to minimize any interference caused to the Tenant's operations
  in the Leased Premises, but by exercising any such rights, the Landlord shall
  not be deemed to have constructively evicted the Tenant or otherwise to be in
  breach of this Lease, nor shall the Tenant be entitled to any abatement of rent
  or other compensation from the Landlord.

10.5            Charge
  on Leasehold Improvements

The Tenant hereby grants to the Landlord a security interest
  in the Tenant's right, title, and interest in the Leasehold Improvements and
  all present and after acquired property of any kind which is now or hereafter
  affixed or built into the Leased Premises or which otherwise becomes part of
  the Leasehold Improvements, as security for all present and future obligations
  of the Tenant to the Landlord under this Lease. This security interest secures
  a running account and will not be discharged if the Tenant is not indebted to
  the Landlord at any particular time or times. In the event of any default under
  this Lease in respect of which the Landlord has given notice to the Tenant to
  cure, and the Tenant has not cured the default, or has not commenced to cure
  the default within the period set out herein and continued diligently thereafter
  to fully cure such default, the Landlord will have the right to enter the Leased
  Premises, to sever where applicable, and to take possession of any property
  secured hereby, and shall have all the rights of a secured party under the Personal
  Property Security Act to retain possession, sell, and otherwise deal with such
  property. The Tenant waives its right to receive copies of all financing statements
  and verification statements that may be filed or issued with respect to the
  security interests created hereby. The Tenant agrees to enter into and grant
  such further and other documents as are requested by the Landlord, acting reasonably,
  to confirm or enhance this security interest. This security interest shall survive
  expiry or early termination of this Lease and is in addition to, and shall not
  prejudice, any of the other rights or remedies of the Landlord under this Lease.

11.              INSURANCE
  AND LIABILITY

11.1            Landlord's
  Insurance

The Landlord shall be deemed to have insured (for which purpose
  it shall be a co-insurer, if and to the extent that it shall not have insured)
  the Building and all improvements and installations made by the Landlord in
  the Leased Premises, except to the extent hereinafter specified, in respect
  of perils and to amounts and on terms and conditions which from time

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14

to time are insurable at a reasonable premium and which are
  normally insured by reasonably prudent owners of properties similar to the Building,
  as from time to time determined at reasonable intervals (but which need not
  be determined more often than annually) by insurance advisors selected by the
  Landlord, and whose written opinion shall be conclusive.

The Tenant shall take out and keep in force during the Term:

|(a) | commercial general liability (including bodily injury,
        death, and property damage) insurance on an occurrence basis with respect
        to the business carried on, in, or from the Leased Premises and the Tenant's
        use and occupancy thereof, of not less than $3,000,000 per occurrence,
        which insurance shall include the Landlord as a named insured and shall
        protect the Landlord in respect of claims by the Tenant as if the Landlord
        were separately insured;                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | insurance in such amounts as may be reasonably required
        by the Landlord in respect of fire and such other perils, including sprinkler
        leakage, as are from time to time defined in the usual extended coverage
        endorsement covering the Tenant's trade fixtures and the furniture and
        equipment of the Tenant and all Leasehold Improvements in the Leased Premises,
        and which insurance shall include the Landlord as a named insured as the
        Landlord's interest may appear with respect to the insured Leasehold Improvements
        and provided that any proceeds recoverable in the event of loss to Leasehold
        Improvements shall be payable to the Landlord, but the Landlord agrees
        to make available such proceeds toward the repair or replacement of the
        insured property if this Lease is not terminated under any other provision
        hereof; and
|   
|(c) | insurance upon all plate glass in or which forms
        a boundary of the Leased Premises in an amount sufficient to replace all
        such glass.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

All insurance required to be maintained by the Tenant hereunder
  shall be on terms and with insurers to which the Landlord has no reasonable
  objection and shall provide that such insurers shall provide to the Landlord
  30 days' prior written notice of cancellation or material alteration of such
  terms. The Tenant shall furnish to the Landlord certificates or other evidence
  acceptable to the Landlord as to the insurance from time to time required to
  be effected by the Tenant and its renewal or continuation in force, either by
  means of a certified copy of the policy or policies of insurance with all amendments
  and endorsements or a certificate from the Tenant's insurer which, in the case
  of comprehensive general liability insurance, shall provide such information
  as the Landlord reasonably requires. If the Tenant shall fail to take out, renew,
  and keep in force such insurance the Landlord may do so as the agent of the
  Tenant and the Tenant shall repay to the Landlord any amounts paid by the Landlord
  as premiums forthwith upon demand.

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15

11.3           Limitation
  of Landlord's Liability

The Tenant agrees that:

|(a) | the Landlord shall not be liable for any
        bodily injury to or death of, or loss or damage to any property belonging
        to, the Tenant or its employees, invitees, or licensees or any other person
        in, on, or about the Leased Premises, or for any interruption of any business
        carried on in the Leased Premises, and, without limiting the generality
        of the foregoing, in no event shall the Landlord be liable:                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(b) | the Tenant releases and discharges the
        Landlord from any and all actions, causes of action, claims, damages,
        demands, expenses, and liabilities which the Tenant now or hereafter may
        have, suffer, or incur which arise from any matter for which the Landlord
        is not liable under subclause 11.3(a), notwithstanding that negligence
        or other conduct of the Landlord or anyone for whose conduct the Landlord
        is responsible may have caused or contributed to such matter.

11.4            Indemnity
  of Landlord

The Tenant agrees to indemnify and save harmless the Landlord
  in respect of all claims for bodily injury or death, property damage, or other
  loss or damage arising from the conduct of any work by or any act or omission
  of the Tenant or any assignee, subtenant, agent, employee, contractor, invitee,
  or licensee of the Tenant, and in respect of all costs, expenses, and liabilities
  incurred by the Landlord in connection with or arising out of all such claims,
  including the expenses of any action or proceeding pertaining thereto, and in
  respect of any loss, costs, expense, or damage suffered or incurred by the Landlord
  arising from any breach

---

16

by the Tenant of any of its covenants and obligations under
  this Lease. This indemnity shall survive the expiry or termination of this Lease.

12.              SUBORDINATION,
  ATTORNMENT, REGISTRATION, AND CERTIFICATES

12.1            Sale
  or Financing of Building

The Tenant agrees with the Landlord that the rights of the
  Landlord under this Lease may be mortgaged, charged, transferred, or assigned
  to a purchaser or purchasers, or to a mortgagee, and in the event of a sale
  or of default by the Landlord under any mortgage, and the purchaser or mortgagee,
  as the case may be, duly entering into possession of the Leased Premises, the
  Tenant agrees to attorn to and become the tenant of such purchaser or mortgagee
  under the terms of this Lease.

12.2            Subordination
  and Attornment


The Tenant agrees with the Landlord that if required by any
  mortgagee or the holder of any trust deed or trust indenture, this Lease and
  all rights of the Tenant hereunder shall be subject and subordinate to all mortgages,
  trust deeds, or trust indentures now or hereafter existing which may now or
  hereafter affect the Leased Premises and to all renewals, modifications, consolidations,
  replacements, and extensions thereof; provided that the Tenant, whenever required
  by any mortgagee (including any trustee under a trust deed or trust indenture),
  shall attorn to such mortgagee as the tenant upon all of the terms of this Lease.
  The Tenant agrees to execute and deliver promptly whenever requested by the
  Landlord or by such mortgagee an instrument of subordination or attornment,
  as the case may be, as may be required of it, and if the Tenant fails to do
  so within seven days after receiving the instrument, the Tenant hereby irrevocably
  and conclusively authorizes the Landlord to complete, execute, and deliver the
  instrument for, on behalf of, in the name of, and as agent of, the Tenant.

12.3            Registration

The Tenant agrees that the Landlord shall not be obliged to
  deliver this Lease in form registrable under the Land Title Act, R.S.B.C.
  1996, c. 250 and covenants and agrees with the Landlord not to register this
  Lease.

12.4            Certificates

The Tenant agrees with the Landlord that the Tenant shall
  promptly whenever requested by the Landlord from time to time execute and deliver
  to the Landlord and, if required by the Landlord, to any mortgagee (including
  any trustee under a trust deed or trust indenture) or prospective purchaser
  (as designated by the Landlord) a certificate in writing as to the status

---

17

of this Lease at that time, including as to whether it is
  in full force and effect, is modified or unmodified, confirming the rental payable
  hereunder and the state of the accounts between the Landlord and Tenant, the
  existence or non-existence of defaults, and any other matters pertaining to
  this Lease as to which the Landlord shall request a certificate. If the Tenant
  fails to do so within seven days after the Tenant receives the form of certificate,
  the Tenant hereby irrevocably and conclusively authorizes the Landlord to complete,
  execute, and deliver the certificate for, on behalf of, in the name of, and
  as agent of, the Tenant.

12.5            Assignment
  by Landlord


In the event of the sale by the Landlord of the whole or a
  part of the Leased Premises or the assignment by the Landlord of this Lease
  or any interest of the Landlord hereunder, and to the extent that such purchaser
  or assignee has assumed the covenants and obligations of the Landlord hereunder,
  the Landlord shall, without further written agreement, be freed and relieved
  of liability upon such covenants and obligations. In the event of the sale by
  the Landlord of the whole or a part of the Leased Premises the Landlord shall
  disclose this lease to the purchaser.

13.              OCCURRENCE
  OF DEFAULT

The acceptance by the Landlord of a part payment of any sums
  required to be paid hereunder shall not constitute waiver or release of the
  right of the Landlord to payment in full of such sums.

14.              TENANT'S
  DEFAULT, REMEDIES OF LANDLORD, AND SURRENDER

14.1            Remedying
  by Landlord, Non-payment, and Interest

In addition to all the rights and remedies of the Landlord
  available to it in the event of any default hereunder by the Tenant, either
  by any other provision of this Lease or by statute or the general law, the Landlord:

|(a) | shall have the right at all times to remedy or attempt
        to remedy any default of the Tenant, and in so doing may make any payments
        due or alleged to be due by the Tenant to third parties and may enter
        upon the Leased Premises to do any work or other things therein, and in
        such event all expenses of the Landlord in remedying or attempting to
        remedy such default together with an administrative charge equal to 15%
        of the total of such expenses shall be payable by the Tenant to the Landlord
        forthwith upon demand;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | shall have the same rights and remedies in the event
        of any non-payment by the Tenant of any amounts payable by the Tenant
        under any provision of this Lease as in the case of non-payment of Rent;                                                                                                                                                                                                                                                                                                                                                                      

---

18

|(c) | if the Tenant shall fail to pay any Rent promptly
        when due, shall be entitled, if it shall demand it, to interest thereon
        at a rate of 3% per annum in excess of the Prime Rate; and                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(d) | shall be entitled to be reimbursed by the Tenant,
        and the Tenant shall forthwith pay the Landlord, the amount of all costs
        and expenses (including, without limitation, legal costs on a solicitor
        and own-client basis) incurred by the Landlord in connection with the
        default or in efforts to enforce any of the rights, or to seek any of
        the remedies, to which the Landlord is or may be entitled hereunder.

14.2            Remedies
  Cumulative

The Landlord may from time to time resort to any or all of
  the rights and remedies available to it in the event of any default hereunder
  by the Tenant, either by any 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, as 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.

14.3            Right
  of Re-entry on Default


Provided and it is expressly agreed that if and whenever the
  Rent hereby reserved or other moneys payable by the Tenant or any part thereof,
  whether lawfully demanded or not, are unpaid and the Tenant shall have failed
  to pay such Rent or other moneys within five days after the Landlord has given
  to the Tenant notice requiring such payment; or if the Tenant shall breach or
  fail to observe and perform any of the covenants, agreements, provisos, conditions,
  rules, or regulations and other obligations on the part of the Tenant to be
  kept, observed, or performed hereunder and such breach or failure continues
  for 10 days after the Landlord has given the Tenant notice thereof; or if without
  the written consent of the Landlord the Leased Premises shall be used by any
  other persons than the Tenant or its permitted assigns or permitted subtenants
  or for any purpose other than that for which the Leased Premises were leased,
  or occupied by any persons whose occupancy is prohibited by this Lease; or if
  the Leased Premises shall be vacated or abandoned or remain unoccupied for 15
  days or more while capable of being occupied; or if the Term or any of the goods
  and chattels of the Tenant shall at any time be seized in execution or attachment;
  or if a receiver or receiver-manager is appointed of the business or property
  of the Tenant; or if the Tenant shall make any assignment for the benefit of
  creditors or any bulk sale, become bankrupt or insolvent or take the benefit
  of any statute now or hereafter in force for bankrupt or insolvent debtors or
  (if a corporation) shall take any steps or suffer any order to be made for its
  winding-up or other termination of its corporate existence; or if any policy
  of insurance upon the Leased Premises from time to time effected by the Landlord
  shall be cancelled or about to be cancelled by the insurer by reason of the
  use or occupation of the Leased

---

19

Premises by the Tenant or any assignee, subtenant, or licensee
  of the Tenant or anyone permitted by the Tenant to be upon the Leased Premises
  and the Tenant after receipt of notice in writing from the Landlord shall have
  failed to take such immediate steps in respect of such use or occupation as
  shall enable the Landlord to reinstate or avoid cancellation of (as the case
  may be) such policy of insurance; or if the Landlord shall have become entitled
  to terminate this Lease or to re-enter the Leased Premises under any provision
  hereof; then and in every such case it shall be lawful for the Landlord thereafter
  to enter into and upon the Leased Premises or any part thereof in the name of
  the whole and the same to have again, repossess, and enjoy as of its former
  estate, anything in this Lease to the contrary notwithstanding. The Landlord
  may use such force as it may deem necessary for the purpose of gaining admittance
  to and re-taking possession of the Leased Premises, and the Tenant hereby releases
  the Landlord from all actions, proceedings, claims, and demands whatsoever for
  and in respect of any such forceable entry or any loss or damage in connection
  therewith.

14.4            Termination
  and Re-entry


If and whenever the Landlord becomes entitled to re-enter
  upon the Leased Premises under any provision of this Lease, the Landlord, in
  addition to all other rights and remedies, shall have the right to terminate
  this Lease by giving to the Tenant or by leaving upon the Leased Premises notice
  in writing of such termination. Thereupon, this Lease and the Term shall terminate,
  and the Tenant shall immediately deliver up possession of the Leased Premises
  to the Landlord in accordance with clause 14.8.

14.5            Certain
  Consequences of Termination and Re-entry

If the Landlord re-enters the Leased Premises or if this Lease
  is terminated by reason of any event set out in clause 14.3, then without prejudice
  to the Landlord's other rights and remedies:

|(a) | the provisions of this Lease which relate to the
        consequences of termination, and the provisions of this Lease as they
        apply with respect to acts, events, and omissions which occurred prior
        to the termination, shall all survive such termination;                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | in addition to the payment by the Tenant of Rent
        and other payments for which the Tenant is liable under this Lease, Rent
        for the current month and the next ensuing three months shall immediately
        become due and be paid by the Tenant or the person then controlling the
        Tenant's affairs; and                                  
|   
|(c) | the Tenant or person then controlling the affairs
        of the Tenant shall pay to the Landlord on demand such reasonable expenses
        as the Landlord has incurred, and a reasonable estimate of the Landlord
        of expenses the Landlord expects to incur, in connection with the re-entering,
        terminating, re-letting, collecting sums due or

---

20

| | payable by the Tenant, and storing and
        realizing upon assets seized, including  without limitation brokerage
        fees, legal fees, and disbursements, the expenses of  cleaning and
        making and keeping the Leased Premises in good order, and the  expenses
        of repairing the Leased Premises and preparing them for re-letting.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14.6            Waiver
  of Distress and Bankruptcy


The Tenant waives 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 Leased Premises at any time during the Term shall be exempt from
  levy by distress for rent in arrears. The Tenant will not sell, dispose of,
  or remove any of the fixtures, goods, or chattels of the Tenant from or out
  of the Leased Premises during the Term without the consent of the Landlord,
  unless the Tenant is substituting new fixtures, goods, or chattels of equal
  value or is bona fide disposing of individual items which have become excess
  for the Tenant's purposes; and the Tenant will be the owner of its fixtures,
  goods, and chattels and will not permit them to become subject to any lien,
  mortgage, charge, or encumbrance. The Tenant agrees that it will not, without
  the Landlord's consent, repudiate or disclaim or attempt to repudiate or disclaim
  or seek any order to permit it to repudiate or disclaim this Lease in any bankruptcy,
  insolvency, reorganization, or other proceeding or court application, and, if
  required by the Landlord, waives in favour of the Landlord the benefit of s.
  65.2 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3 as amended,
  and any provision of similar import.

14.7            Re-letting
  and Sale of Personalty


Whenever the Landlord becomes entitled to re-enter upon the
  Leased Premises under any provision of this Lease, the Landlord, in addition
  to its other rights, shall have the right as agent of the Tenant to enter the
  Leased Premises and re-let them (for a term or terms shorter or longer than
  the balance of the Term, granting reasonable concessions in connection therewith),
  and to receive the rent therefor, and as the agent of the Tenant to take possession
  of any furniture or other property thereon, and to sell the same at public or
  private sale without notice, and to apply the proceeds thereof and any rent
  derived from re-letting the Leased Premises upon account of the rent due and
  to become due under this Lease, and the Tenant shall be liable to the Landlord
  for the deficiency, if any.

14.8            Surrender
  on Termination


Forthwith upon the termination of this Lease, whether by effluxion
  of time or otherwise, the Tenant shall vacate and deliver up possession of the
  Leased Premises in a neat and tidy state and in good and substantial repair
  in accordance with the Tenant's obligation under this Lease to repair the Leased
  Premises, but subject to the Tenant's rights and obligations in respect of removal
  in accordance with clause 10.3. At the same time the Tenant shall

---

21

surrender to the Landlord at the place then fixed for the
  payment of Rent all keys and other devices which provide access to the Leased
  Premises.

15.              MISCELLANEOUS

15.1            Notices

Any notice required or contemplated by any provision of this
  Lease shall be given in writing, and if to the Landlord, either delivered to
  an executive officer of the Landlord or delivered or mailed (by prepaid registered
  mail) to the Landlord at the address set out in subclause 1.1(a), or if the
  Landlord has given the Tenant notice of another address in Canada to which notices
  to the Landlord under this Lease are to be given, then to the last such address
  of which the Tenant has been given notice; and if to the Tenant, either delivered
  to the Tenant personally (or to a partner or officer of the Tenant if the Tenant
  is a firm or corporation) or delivered or mailed (by prepaid registered mail)
  to the Tenant at the Leased Premises; and if to an Indemnifier, either delivered
  to the Indemnifier personally (or to a partner or officer of the Tenant if the
  Tenant is a firm or corporation) or delivered or mailed (by prepaid registered
  mail) to the address of the Indemnifier concerned set forth in clause 1.1(c)
  and (d) of this Lease. Every such notice shall be deemed to have been given
  when delivered or, if mailed as aforesaid, upon the third business day after
  the day of mailing thereof in Canada provided that if mailed, should there be
  a mail strike, slowdown, or other labour dispute which might affect delivery
  of such notice between the time of mailing and the actual receipt of notice,
  then such notice shall only be effective if actually delivered.

15.2            Extraneous
  Agreements


The Tenant acknowledges that there are no covenants, representations,
  warranties, agreements, or conditions expressed or implied relating to this
  Lease or the Leased Premises save as expressly set out in this Lease and in
  any agreement to lease in writing between the Landlord and the Tenant pursuant
  to which this Lease has been executed. In the event of any conflict between
  the terms of this Lease and such agreement to lease, the terms of this Lease
  shall prevail. This Lease may not be modified except by an agreement in writing
  executed by the Landlord and the Tenant.

15.3            Time
    of Essence Time shall be of the essence of this Lease.


---

22

15.4            Successors
  and Assigns

This Lease and everything herein contained shall enure to the
  benefit of and be binding upon the successors and assigns of the Landlord and
  its heirs, executors, and administrators and the permitted successors and permitted
  assigns of the Tenant.

15.5            Waiver


No condoning, excusing, or overlooking by the Landlord or
  Tenant of any default, breach, or non-observance by the Tenant or the Landlord
  at any time or times in respect of any covenant, proviso, or condition herein
  contained shall operate as a waiver of the Landlord's or the Tenant'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 or the Tenant
  herein in respect of any such continuing or subsequent default or breach, no
  acceptance of rent by the Landlord subsequent to a default by the Tenant (whether
  or not the Landlord knows of the default) shall operate as a waiver by the Landlord,
  and no waiver shall be inferred from or implied by anything done or omitted
  by the Landlord or the Tenant save only express waiver in writing.

15.6            Governing
  Law

This Lease shall be governed by and interpreted under the
  laws of the province of British Columbia.

15.7            Captions

The captions appearing 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 of any provision thereof.

---



15.8            Deposit

The Deposit is deposited with the Landlord 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, Annual Base Rent, or Additional
  Rent is overdue and unpaid, the Landlord may, at its option, apply any portion
  of the Deposit toward the payment of such overdue Annual Base Rent or Additional
  Rent without thereby limiting or excluding any other rights which the Landlord
  may have hereunder, or at law or in equity. If the Deposit is not so applied
  during the Term, then such sum shall be applied on account of Rent payable for
  the last month of the Term. In the event the entire Deposit amount or any portion
  thereof is applied by the Landlord toward the payment of overdue Rent prior
  to the expiry of the Term, then the Tenant shall forthwith on demand by the
  Landlord remit to the Landlord such sum as is sufficient to restore the Deposit
  to the initial amount (plus all applicable taxes thereon).

IN WITNESS WHEREOF the parties have executed this Lease.

|468058 B.C. Ltd.
      Per:            | 
|-------------------------------------- | 
|                                       | 
|                                       | 
|                                       | 
|Authorized Signatory: Geraldine Heyman | 




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24

|Authorized Signatory: Brian Lavorato | 
|------------------------------------ | 
|642706 B.C. Ltd.                     | 
|Per:                                 | 
|                                     | 
|                                     | 
|Authorized Signatory                 | 
|                                     | 
|                                     | 
|Authorized Signatory                 | 
|Essentially Yours Industries Corp.   | 
|Per:                                 | 
|                                     | 
|                                     | 
|Authorized Signatory                 | 
|                                     | 
|                                     | 
|Authorized Signatory                 | 
|Essentially Yours Industries, Inc.   | 
|Per:                                 | 
|                                     | 
|                                     | 
|Authorized Signatory                 | 
|                                     | 
|                                     | 
|Authorized Signatory                 | 

---

25

SCHEDULE A

Unit #101-8310 130th Street - Strata Lot 25, Section
  29, Township 2, New Westminster District, Strata Plan LMS2577 together with
  an interest in the common property in proportion to the unit entitlement of
  the strata lot as shown on Form 1

Unit #102  8310  130th Street, Surrey
  - Strata Lot 26, Section 29, Township 2, New Westminster District, Strata Plan
  LMS2577 together with an interest in the common property in proportion to the
  unit entitlement of the strata lot as shown on Form 1

Unit #201  8322  130th Street, Surrey
  - Strata Lot 17, Section 29 Township 2, New Westminster District, Strata Plan
  LMS2577 together with an interest in the common property in proportion to the
  unit entitlement of the strata lot as shown on Form 1

Unit #202  8322  130th Street, Surrey
  - Strata Lot 18, Section 29, Township 2, New Westminster District, Strata Plan
  LMS2577 together with an interest in the common property in proportion to the
  unit entitlement of the strata lot as shown on Form 1

Unit #203  8322  130th Street, Surrey
  - Strata Lot 19, Section 29, Township 2, New Westminster District, Strata Plan
  LMS2577 together with an interest in the common property in proportion to the
  unit entitlement of the strata lot as shown on Form 1

Unit #204  8322  130th Street, Surrey
   Strata Lot 20, Section 29, Township 2, New Westminster District, Strata
  Plan LMS2577 together with an interest in the common property in proportion
  to the unit entitlement of the strata lot as shown on Form 1

Unit #205  8322  130th Street, Surrey
  - Strata Lot 21, Section 29, Township 2, New Westminster District, Strata Plan
  LMS2577 together with an interest in the common property in proportion to the
  unit entitlement of the strata lot as shown on Form 1

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26

SCHEDULE B

To Lease of Premises at Surrey, British Columbia

DEFINITIONS


In this Lease the following expressions shall have the following
  meanings:

"Additional Rent" means all sums of money to be paid
  by the Tenant, whether to the Landlord or otherwise under this Lease, except
  for Annual Base Rent and goods and services tax payable by the Tenant;

"Annual Base Rent" means the annual rent set out in
  subclause 1.1(g);

"Basic Terms" means those terms set out in clause 1.1,
  some of which are more particularly defined in this Schedule B;

"Building" means that certain building or buildings
  within which the Leased Premises are situate;

"Commencement Date" means the date the Term commences
  as set forth in or determined under subclause 1.1(f);

"Deposit" means the deposit set forth in subclause
  1.1(i);

"Goods and Services Tax" means and includes any and
  all goods and services taxes, sales taxes, value added taxes, business transfer
  taxes, or any other taxes imposed on the Landlord or the Tenant from time to
  time in respect of the Rent payable by the Tenant to the Landlord under this
  Lease or the rental of the Leased Premises or the provision of any goods, services,
  or utilities whatsoever by the Landlord to the Tenant under this Lease, whether
  characterized as a goods and services tax, sales tax, value added tax, business
  transfer tax, or otherwise;

"Landlord" means the person executing this Lease as
  landlord and includes its successors and assigns; and in the definition of "Operating
  Cost" references to "Landlord" include the owner of the Land and Building as
  registered in the applicable land title office and any and all beneficial owners
  of the Land and Building;

"Landlord's Mortgagees" means any and all existing
  or proposed mortgagee holding any mortgage which may now or hereafter charge
  the lands and premises described in Schedule "A" and all renewals, modifications,
  consolidations, replacements and extensions thereof;

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27

"Lease Year" means, in the case of the first Lease
  Year, the period beginning on the Commencement Date and terminating 12 months
  from the last day of the calendar month in which the Commencement Date occurs
  (except that if the Commencement Date occurs on the first day of a calendar
  month, the first Lease Year shall terminate on the day prior to the first anniversary
  of the Commencement Date) and, in the case of each subsequent Lease Year, means
  each 12-month period after the first Lease Year;

"Leased Premises" means the lands and premises described
  in Schedule A;

"Leasehold Improvements" means all fixtures, improvements,
  installations, alterations, and additions now or from time to time hereafter
  made, erected, or installed, whether by the Tenant, the Landlord or anyone else,
  in the Leased Premises or in other premises in the Building with the exception
  of trade fixtures and furniture and equipment not of the nature of fixtures,
  but includes all partitions however fixed (including movable partitions) and
  includes all wall-to-wall carpeting with the exception of such carpeting where
  laid over vinyl tile or other finished floor and affixed so as to be readily
  removable without damage;

"Normal Business Hours" means the hours from 9:00 a.m.
  to 5:00 p.m. Monday to Friday, inclusive, of each week, holidays excepted;

"Prime Rate" means that rate of interest declared from
  time to time by the main branch in Vancouver, British Columbia, of the [name
  of bank] to the Landlord as the annual rate of interest used by such bank as
  its reference rate in setting interest rates for commercial loans of Canadian
  dollars in Canada and commonly referred to by such bank as its "prime rate"
  and, if and during any period when no such rate is declared by such bank, means
  18% per annum;

"Property Taxes" means all taxes, rates, duties, levies,
  and assessments whatsoever, whether municipal, parliamentary, or otherwise,
  which are levied, imposed, or assessed against the Leased Premises, or upon
  the Landlord in respect thereof, including those levied, imposed, or assessed
  for education, schools, and local improvements, but excludes taxes and license
  fees in respect of any business carried on by tenants and occupants of the Leased
  Premises;

"Rent" means and includes the Annual Base Rent, Additional
  Rent, and all other sums payable by the Tenant to the Landlord under this Lease;
  and

"Term" means the term of this Lease set forth in subclause
  1.1(f) and any renewal or extension thereof and any period of permitted overholding.

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28

SCHEDULE C

COVENANTS OF ESSENTIALLY YOURS INDUSTRIES 
  CORP. ("the Indemnifier") AS INDEMNIFIER

In consideration of the Landlord entering into this Lease
  with the Tenant, and in consideration of the sum of $10 now paid by the Landlord
  to the Indemnifier and other good and valuable consideration, the receipt and
  sufficiency of which is hereby acknowledged by the Indemnifier, the Indemnifier
  hereby covenants and agrees with the Landlord as follows:

|(1) | The Indemnifier shall:                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (a)                                                                                                                                                                                                                                                                       
|   
|    | (b)                                                                                                                                                                                                                                                                       
|   
|    | (c)                                                                                                                                                                                                                                                                       
|   
|(2) | In the event of a default by the Tenant
        under this Lease, the Indemnifier hereby waives any right to require the
        Landlord:                                                                                                                                
|   
|    | (a)                                                                                                                                                                                                                                                                       
|   
|    | (b)                                                                                                                                                                                                                                                                       
|   
|    | (c)                                                                                                                                                                                                                                                                       
|   
|    | The Landlord shall have the right to enforce
        this indemnity regardless of the acceptance of additional security from
        the Tenant and regardless of the release or discharge of the Tenant by
        the Landlord or by others, or by operation of any law.

---

29

|(3) | The Indemnifier hereby expressly waives notice of
        the acceptance of this indemnity and all notice of non-performance, non-payment,
        or non-observance on the part of the Tenant of the terms, covenants, conditions,
        and provisions of this Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) | This indemnity is absolute and unconditional and,
        without limiting the generality of the foregoing, the liability of the
        Indemnifier under this indemnity shall not be deemed to have been waived,
        released, discharged, impaired, or affected by reason of the release or
        discharge of the Tenant in any receivership, bankruptcy, winding up, or
        other creditors' proceedings, or the rejection, surrender, disaffirmations,
        or disclaimer of this Lease by any party or in any action or proceeding,
        and shall continue with respect to the periods prior thereto and thereafter
        for and with respect to the Term and any renewals thereof. The liability
        of the Indemnifier shall not be affected by any repossession of the Leased
        Premises by the Landlord, provided however that the net payments received
        by the Landlord, after deducting all costs and expenses of repossession
        and reletting the same, shall be credited from time to time by the Landlord
        to the account of the Indemnifier and the Indemnifier shall pay any balance
        owing to the Landlord from time to time immediately upon ascertainment.
|   
|(5) | The Indemnifier shall, without limiting the generality
        of the foregoing, be bound by this indemnity in the same manner as though
        the Indemnifier were the Tenant named in this Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(6) | At the request of the Landlord, the Indemnifier
        shall enter into a new lease as tenant, on the terms and conditions of
        this Lease, for the then-remaining unexpired term of the Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(7) | All of the terms, agreements, and conditions of
        this indemnity shall extend to and be binding upon the Indemnifier, its
        heirs, executors, administrators, successors, and assigns, and shall endure
        to the benefit of and may be enforced by the Landlord, its successors,
        and assigns, and the Landlord's Mortgagees, and where the Indemnifier
        includes more than one person the covenants and obligations of each of
        the persons comprising the Indemnifier shall be both joint and several.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(8) | This indemnity shall be governed by the laws of
        the Province of British Columbia and the laws of Canada as are applicable
        therein, and the Indemnifier shall attorn to the jurisdiction of the courts
        of British Columbia                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(9) | This indemnity will continue to apply with respect
        to periods prior to, after and during the term of this lease, as extended,
        modified or renewed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

30

SCHEDULE D

COVENANTS OF ESSENTIALLY YOURS INDUSTRIES, 
  INC. ("the Indemnifier") AS INDEMNIFIER

In consideration of the Landlord entering into this Lease
  with the Tenant, and in consideration of the sum of $10 now paid by the Landlord
  to the Indemnifier and other good and valuable consideration, the receipt and
  sufficiency of which is hereby acknowledged by the Indemnifier, the Indemnifier
  hereby covenants and agrees with the Landlord as follows:

|(1) | The Indemnifier shall:                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (a)                                                                                                                                                                                                                                                                       
|   
|    | (b)                                                                                                                                                                                                                                                                       
|   
|    | (c)                                                                                                                                                                                                                                                                       
|   
|(2) | In the event of a default by the Tenant
        under this Lease, the Indemnifier hereby waives any right to require the
        Landlord:                                                                                                                                
|   
|    | (a)                                                                                                                                                                                                                                                                       
|   
|    | (b)                                                                                                                                                                                                                                                                       
|   
|    | (c)                                                                                                                                                                                                                                                                       
|   
|    | The Landlord shall have the right to enforce
        this indemnity regardless of the acceptance of additional security from
        the Tenant and regardless of the release or discharge of the Tenant by
        the Landlord or by others, or by operation of any law.

---

31

|(3) | The Indemnifier hereby expressly waives notice of
        the acceptance of this indemnity and all notice of non-performance, non-payment,
        or non-observance on the part of the Tenant of the terms, covenants, conditions,
        and provisions of this Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) | This indemnity is absolute and unconditional and,
        without limiting the generality of the foregoing, the liability of the
        Indemnifier under this indemnity shall not be deemed to have been waived,
        released, discharged, impaired, or affected by reason of the release or
        discharge of the Tenant in any receivership, bankruptcy, winding up, or
        other creditors' proceedings, or the rejection, surrender, disaffirmations,
        or disclaimer of this Lease by any party or in any action or proceeding,
        and shall continue with respect to the periods prior thereto and thereafter
        for and with respect to the Term and any renewals thereof. The liability
        of the Indemnifier shall not be affected by any repossession of the Leased
        Premises by the Landlord, provided however that the net payments received
        by the Landlord, after deducting all costs and expenses of repossession
        and reletting the same, shall be credited from time to time by the Landlord
        to the account of the Indemnifier and the Indemnifier shall pay any balance
        owing to the Landlord from time to time immediately upon ascertainment.
|   
|(5) | The Indemnifier shall, without limiting the generality
        of the foregoing, be bound by this indemnity in the same manner as though
        the Indemnifier were the Tenant named in this Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(6) | At the request of the Landlord, the Indemnifier
        shall enter into a new lease as tenant, on the terms and conditions of
        this Lease, for the then-remaining unexpired term of the Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(7) | All of the terms, agreements, and conditions of
        this indemnity shall extend to and be binding upon the Indemnifier, its
        heirs, executors, administrators, successors, and assigns, and shall endure
        to the benefit of and may be enforced by the Landlord, its successors,
        and assigns, and the Landlord's Mortgagees, and where the Indemnifier
        includes more than one person the covenants and obligations of each of
        the persons comprising the Indemnifier shall be both joint and several.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(8) | This indemnity shall be governed by the laws of
        the Province of British Columbia and the laws of Canada as are applicable
        therein, and the Indemnifier shall attorn to the jurisdiction of the courts
        of British Columbia                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(9) | This indemnity will continue to apply with respect
        to periods prior to, after and during the term of this lease, as extended,
        modified or renewed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---