EXHIBIT 10.38

4th Floor

OFFICE PREMISES LEASE
BETWEEN

DUNSMUIR & HORNBY LTD.

AND

PIVOTAL CORPORATION

DATED

AUGUST 18, 2000



---

INDEX

ARTICLE 1 - INTERPRETATION

|Section 1.01 |  | Definitions                 
|------------ |  | ----------------------------
|Section 1.02 |  | Schedules                   
|Section 1.03 |  | Extended Meaning            
|Section 1.04 |  | Headings and Captions       
|Section 1.05 |  | Obligations as Covenants    
|Section 1.06 |  | Entire Agreement            
|Section 1.07 |  | Governing Law               
|Section 1.08 |  | Severability                
|Section 1.09 |  | Successors and Assigns      
|Section 1.10 |  | Time of the Essence         
|Section 1.11 |  | Confidential Nature
of Lease
|Section 1.12 |  | Tenant Partnership          

ARTICLE 2 - DEMISE

|Section 2.01 |  | Leased Premises
|------------ |  | ---------------

ARTICLE 3 - TERM

|Section 3.01 |  | Term       
|------------ |  | -----------
|Section 3.02 |  | Overholding

ARTICLE 4 - RENT

|Section 4.01 |  | Basic Rent                             
|------------ |  | ---------------------------------------
|Section 4.02 |  | Additional Rent                        
|Section 4.03 |  | Determination of Net
Rental            
|Section 4.04 |  | Payment of Tenants
Proportionate Share
|Section 4.05 |  | Accrual of Rent                        
|Section 4.06 |  | Currency and Place of Payment          
|Section 4.07 |  | Additional Rent Treated
as Rent        
|Section 4.08 |  | Interest on Amounts
in Default         
|Section 4.09 |  | Net Lease to Landlord                  

ARTICLE 5 - GENERAL COVENANTS

|Section 5.01 |  | Landlords Covenants
|------------ |  | --------------------
|Section 5.02 |  | Tenants Covenants  

ARTICLE 6 - BUILDING SERVICES,
COMMON AREAS, UTILITIES

|Section 6.01 |  | Heating, Ventilating
and Air Conditioning
|------------ |  | -----------------------------------------
|Section 6.02 |  | Common Area                              
|Section 6.03 |  | Janitorial Services                      
|Section 6.04 |  | Utilities                                

ARTICLE 7 - USE AND OCCUPANCY
OF LEASED PREMISES

|Section 7.01 |  | Use                                  
|------------ |  | -------------------------------------
|Section 7.02 |  | Nuisance                             
|Section 7.03 |  | Compliance with Laws                 
|Section 7.04 |  | Compliance with Rules
and Regulations
|Section 7.05 |  | Signs and Advertising                
|Section 7.06 |  | Disfiguration, Overloading, etc.     
|Section 7.07 |  | Energy Conservation                  

ARTICLE 8 - INSURANCE

|Section 8.01 |  | Tenants Insurance  
|------------ |  | --------------------
|Section 8.02 |  | Form of Policies    
|Section 8.03 |  | Release of Landlord 
|Section 8.04 |  | Landlords Insurance
|Section 8.05 |  | Insurance Risks     

ARTICLE 9 - REPAIR AND DAMAGE

|Section 9.01 |  | Landlords Obligations       
|------------ |  | -----------------------------
|Section 9.02 |  | Tenants Obligations         
|Section 9.03 |  | Tenants Liability           
|Section 9.04 |  | Damage - Landlords Liability
|Section 9.05 |  | Abatement and Termination    

ARTICLE 10 - TAXES

|Section 10.01 |  | Taxes Payable by the Landlord               
|------------- |  | --------------------------------------------
|Section 10.02 |  | Taxes Payable by the Tenant                 
|Section 10.03 |  | Business Taxes and
Other Taxes of the Tenant
|Section 10.04 |  | Postponement                                
|Section 10.05 |  | Tenant to Deliver Receipts                  
|Section 10.06 |  | Assessment Appeals                          

ARTICLE 11 - ASSIGNMENT
AND SUBLETTING

|Section 11.01 |  | Permitted Occupants     
|------------- |  | ------------------------
|Section 11.02 |  | Assignment or Subletting
|Section 11.03 |  | Change in Control       
|Section 11.04 |  | Surrender               
|Section 11.05 |  | Continuing Obligations  
|Section 11.06 |  | Assignment by Landlord  
|Section 11.07 |  | Disclaimer of Head Lease

ARTICLE 12 - STATUS CERTIFICATES,
ATTORNMENT AND SUBORDINATION

|Section 12.01 |  | Status Certificates         
|------------- |  | ----------------------------
|Section 12.02 |  | Subordination and Attornment
|Section 12.03 |  | Attorney                    

ARTICLE 13 - LIMITATION OF
LIABILITIES

|Section 13.01 |  | Unavoidable Delay            
|------------- |  | -----------------------------
|Section 13.02 |  | Waiver                       
|Section 13.03 |  | No Claim for Inconvenience   
|Section 13.04 |  | Indemnity by Tenant          
|Section 13.05 |  | Acceptance of Leased Premises

ARTICLE 14 - ACCESS

|Section 14.01 |  | Entry by Landlord         
|------------- |  | --------------------------
|Section 14.02 |  | Exhibiting Leased Premises

ARTICLE 15 - ALTERATIONS AND ADDITIONS

|Section 15.01 |  | Landlords Alterations, etc.
|------------- |  | ----------------------------
|Section 15.02 |  | Tenants Alterations        
|Section 15.03 |  | Liens                       

ARTICLE 16 - REMEDIES OF
LANDLORD ON TENANTS DEFAULT

|Section 16.01 |  | Remedying by Landlord,
Non-Payment and Interest
|------------- |  | -----------------------------------------------
|Section 16.02 |  | Right to Re-Enter                              
|Section 16.03 |  | Bankruptcy of Tenant                           
|Section 16.04 |  | Right to Terminate                             
|Section 16.05 |  | Right to Re-Let                                
|Section 16.06 |  | Remedies Cumulative                            
|Section 16.07 |  | Waiver of Exemption
from Distress              
|Section 16.08 |  | Removal of Chattels                            

ARTICLE 17 - ENVIRONMENTAL MATTERS

|Section 17.01 |  | Restriction on
Contaminants       
|------------- |  | ----------------------------------
|Section 17.02 |  | Compliance with
Environmental Laws
|Section 17.03 |  | Access by Landlord                
|Section 17.04 |  | Notices to Landlord               
|Section 17.05 |  | Removal of Contaminants           
|Section 17.06 |  | Ownership of Contaminants         
|Section 17.07 |  | Indemnity                         
|Section 17.08 |  | Survival of Tenants
Obligations  

ARTICLE 18 - MISCELLANEOUS

|Section 18.01 |  | Notices              
|------------- |  | ---------------------
|Section 18.02 |  | Registration of Lease
|Section 18.03 |  | Acceptance           

|SCHEDULE A - | Plan of Leased Premises      
|------------ | -----------------------------
|SCHEDULE B - | Plan of Dunsmuir &
Hamby Ltd.
|SCHEDULE C - | Rules and Regulations        
|SCHEDULE D - | Special Provisions           

[INITIALS]



---

OFFICE PREMISES LEASE

THIS LEASE made the 18th day of August, 2000

PURSUANT TO THE "LAND TRANSFER FORM ACT, PART 2"

BETWEEN:

| | DUNSMUIR & HORNBY LTD.,  a  corporation  pursuant to the Laws of the
Province of British  Columbia under 26121, with an office in the City of Vancouver,
in the  Province  of  British  Columbia (hereinafter called the Landlord)
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

OF THE FIRST PART

AND:

| | PIVOTAL CORPORATION, a company pursuant to the Laws of the Province of British
Columbia, with an office in the City of Vancouver, in the Province of British
Columbia; (hereinafter called the Tenant)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

OF THE SECOND PART

WITNESS  that  whereas the  Landlord  has agreed to lease to the Tenant and the Tenant has agreed
to lease from the Landlord the Leased  Premises  (as  hereinafter  defined)  forming  part of the  Development  (as
hereinafter defined) municipally known as 885 Dunsmuir Street, Vancouver, British Columbia)

NOW THEREFORE in consideration of the rents,  covenants,  and agreements  hereinafter  contained,
the Parties agree as follows:

# ARTICLE 1
INTERPRETATION

## Section 1.01 - Definitions

In this  Lease,  unless  there  is  something  in the  subject  matter  or  context  inconsistent
therewith:

Additional Rent
means all amounts in addition to Basic Rent payable by the Tenant to the
Landlord pursuant to any provision of this Lease;

Architect means
the architect designated time to time by the Landlord;

Basic Rent means
the rent specified in Section 4.01;

Business Day
means any day which is not a Saturday, Sunday or a holiday (as defined in the
Interpretation Act of British Columbia);

Business Hours means
the period from 8:00 am. to 6:00 p.m. on any Business Day;

Business Taxes
means all taxes and licence fees in respect of any business carried on by
tenants or other occupants of the Development;

Corporation Capital
Tax means the applicable amount (as hereinafter defined) of any tax or
taxes payable by the Landlord under the Corporations Capital Tax Act or other
legislation of British Columbia or any political subdivision thereof, based upon
or computed by reference to the paid-up capital or place of business of the
Landlord as determined for the purposes of such tax; provided that for the
purpose of this definition the phrase applicable amount of such tax
shall mean the amount thereof that would be payable if the Development were the
only establishment of the Landlord in British Columbia and any other
establishments of the Landlord therein were located outside British Columbia;

Common Area
means those portions of the Development designated from time to time by the
Landlord for the common use and enjoyment of all the tenants of the Development
and their respective agents, invitees, servants, employees and licensees and
includes, without limitation, the public entrance doors, halls, loading areas,
public lobbies and elevators;

Contaminants
means any explosives, radioactive materials, asbestos materials,
ureaformaldehyde, chlorobiphenyls, hydrocarbon contaminants, underground tanks,
pollutants, contaminants, hazardous, corrosive or toxic substances, special
waste or waste of any kind or any other substance the storage, manufacture,
disposal, treatment, generation, use, transport, remediation or release into the
environment of which is prohibited, controlled, regulated or licensed under
Environmental Laws;

Contaminant
Dealings means the sale, storage, manufacture, disposal, treatment,
generation, use, transport, remediation release into the environment of, or any
other dealing with, any contaminants;

Development
means the multi-storey office building and related parking and storage
facilities located on, and including, the Lands together with any other
buildings, structures or improvements erected thereon from time to time;

Eligible
Corporation means a corporation which controls or is controlled by or
under common control with the Tenant, control meaning the direct or indirect
beneficial ownership of more than fifty percent (50%) of the shares of a
corporation which may be voted at any meeting held for the purpose of the
election of Directors of that corporation;

Environmental
Laws means any and all statutes, laws, regulations, orders, bylaws,
permits and other lawful requirements of any governmental, health or
occupational health and safety, including all applicable guidelines and
standards with respect to the foregoing;

Goods and Services
Tax means the tax levied and contained in Part IX to the Excise Tax Act
(Canada) and in consequential amendments to other federal statutes, as amended
from time to time and any other taxes, fees, levies, charges, assessments,
duties and excises (whether characterized as sales tax, purchase tax,
value-added tax, goods and services tax or any other form) which are imposed on
the Landlord or which the Landlord is liable to pay, and which are levied,
rated, or assessed by the governmental authority whatsoever on the act of
entering into this Lease or otherwise on account of this Lease, or on the use or
occupancy of the Premises or any portion thereof, or on the Rent or any portion
thereof, or in connection with the business of renting the premises or any
portion thereof, but excluding taxes and income tax under Part 1 of the Income
Tax Act of Canada as at the date of this Lease.

Indemnifier
means the person who has executed or agreed to execute the Indemnity Agreement
which is attached to this Lease as schedule E, if applicable;

[INITIALS]

---

Landlord means
the Landlord and its successors and assigns;

Landlords
Income Taxes means all income or profits taxes upon the income of the
Landlord to the extent that such taxes are not levied in lieu of taxes, rates,
duties, levies and assessment against the Development or upon the Landlord in
respect thereof;

Lands means
those  certain  lands  and  premises  in the  City  of  Vancouver,  British  Columbia,
being  more particularly  described as: P.L.D.  015-498-395,  Lot A (Reference
Plan 10751),  Block 31,  District Lot 541, plan 210;

Lease means
this Lease as from time to time amended or renewed;

Lease Year
means a period of twelve (12) months commencing on the first day of January in
each year except that:

| | (i) | the  first  Lease  Year  begins  on the  first  day of the  Term  and ends on the
last day of the calendar year in which the first day of the Term occurs, and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the  last Lease  Year of the Term begins on the  first  day of the  calendar year
during which the last day of the Term  occurs and ends on the last day of the Term,
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided that the Landlord
may from time to time by written notice to the Tenant specify an annual date
upon which each subsequent Lease year is to commence, in which event the Lease
year which would otherwise be current when such annual date first occurs
thereafter shall terminate on the preceding day;

Leased Premises
means the premises in the Development shown outlined in red on Schedule
A annexed hereto (excluding therefrom any portion of the exterior
face of the Development);

Mortgage means
any mortgage or charge (including a deed of trust and mortgage securing bonds
and all indentures supplemental thereto) which may now or hereafter affect the
Development;

Mortgagee means
the mortgage, chargee or trustee for bondholders, as the case may be, named in
a Mortgage;

Operating Costs
means the aggregate of all costs, expenses, fees, rentals and disbursements of
every kind and nature, direct or indirect, incurred, accrued or attributed by or
on behalf of the Landlord in the complete maintenance, repair, operation,
supervision and management of the Development and, without limitation, shall
include:

| | (i) | the cost of providing  cleaning,  janitorial,  landscaping,  supervisory,  maintenance
and other services;
| | --- | ----------------------------------------------------------------------------------------------------------

| | (ii) | the cost of heating, cooling and ventilating the Development and the cost of
providing water, electricity and all other utilities and services not payable by
an specific tenant of the Development;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | The cost of policing and providing security for and supervision of the Development;
| | ----- | -----------------------------------------------------------------------------------

| | (iv) | the cost of all insurance in respect of the  Development  maintained  by the Landlord,
including loss of rentals insurance;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------

| | (v) | the cost of all repairs, maintenance and replacements properly chargeable
against income made from time to time by the Landlord, or on its behalf, to the
Development and its appurtenances and equipment, including those made with
respect to the Common Areas or any Leased Premises in the Development;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | fees and expenses  incurred for legal,  accounting and other  professional
services  relating to the Development;
| | ---- | -----------------------------------------------------------------------------------------------------------------

| | (vii) | the fair market rental value of space in the Development, as determined by the
Landlord from time to time, which would otherwise be rentable but which the
Landlord uses in leasing, operating, managing or maintaining the Development;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) | salaries, wages and fringe benefits of all personnel, including supervisory
personnel, employed directly in the maintenance, repair, operation or management
of the Development;
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) | amounts paid to independent  contractors  for any services in connection with
the Development and amounts payable for the rental of any equipment, installations
or signs;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | all Taxes, business taxes and other taxes, if any, from time to time payable for
or attributed by the Landlord to the Common Areas, and Corporation Capital Tax;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) | all expenditures for equipment, systems or alterations undertaken primarily to
improve the Development, conserve energy, or reduce Operating Costs unless the
Landlord elects to depreciate or amortize such expenditures and thus includes
them in the costs referred to in Paragraph (xii) hereinafter,
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) | depreciation or amortization of (a) the cost of all plant, equipment, fixtures,
furnishings and artwork forming part of the Common Areas or otherwise serving
the Development; (b) expenditures for equipment, systems or alterations
undertaken primarily to improve the Development, conserve energy or reduce
Operating Costs unless they are, pursuant to Paragraph (xi) hereinbefore,
charged fully in the Lease Year in which they are incurred in accordance with
sound accounting principles; and (c) the costs incurred after the date of
commencement of the Term for repairing or replacing all fixtures, equipment and
facilities comprising the Common Areas or serving the Development (including all
fixtures and equipment used for heating, ventilating and air conditioning the
Development) and portions of the Development (including leasable premises) which
consist of foundations, exterior weather walls, structural subfloors and roofs,
the structural portions of bearing walls and structural columns and beams unless
they are pursuant to Paragraph (v) hereinbefore, charged fully in the Lease Year
in which they are incurred in accordance with sound accounting principles; in
each case together with interest thereon at a rate equal to one Percent (1%)
above the interest rate from time to time charged to the Landlord by its
chartered bank at the beginning of each Lease year on the undepreciated capital
cost of all such items being depreciated from time to time; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii) | an administrative and supervisory fee equal to three percent (3%) of the gross
collections of all amounts (including amounts of the nature of additional Rent)
from all tenants or occupants of the Development;
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[INITIALS]

---

| | (A) | debt service payable upon the Landlord's financing of the Development;
| | --- | ----------------------------------------------------------------------

| | (B) | any rental payments payable by the Landlord pursuant to any lease of the Lands; and
| | --- | -----------------------------------------------------------------------------------

| | (C) | costs  determined  by the  Landlord  from  time to time to be  fairly
allocable  to the correction of construction faults;
| | --- | --------------------------------------------------------------------------------------------------------------------------

and there shall be deducted from Operating Costs:

| | (D) | net proceeds received by the Landlord from its insurance policies to the extent
that such proceeds relate to costs and expenses included in the Operating Costs;
and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (E) | all other recoveries from tenants or occupants of the Development applicable to
expenses otherwise included in Operating Costs, other than contributions to
their proportionate shares of Operating Costs.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Rent shall
mean Basic Rent and Additional Rent;

Rentable Area
in the case of the Leased Premises means the area, expressed in square feet, set
out in Section 2.01, subject to a final determination being made pursuant to
Section 4.03;

Taxes means all
taxes rates, duties, levies, fees, charges, sewer levies, local improvement
rates, and assessments whatsoever, imposed, assessed, levied, rated or charged
against the Development or any part thereof from time to time by any lawful
taxing authority whether school, municipal, regional, provincial, federal,
parliamentary or otherwise and any taxes or other amounts which are imposed in
lieu of, or in addition to, any of the foregoing whether or not in existence at
the commencement of the Term and whether of the foregoing character or not and
any such taxes levied against the Landlord on account of its ownership of the
Development or its interest therein but excluding Landlords Income Taxes;

Tenant means the
Tenant and its successors, assigns and legal representatives, as limited by this Lease;

Tenant's Proportionate
Share for any period means the sum of

| | (i) | an amount  determined  by  multiplying  Operating  Costs for the  relevant
period by a fraction, calculated at or as of the end of the period;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------

| |  | (A) | the numerator of which is the Rentable Area of the Leased Premises, and
| |  | --- | -----------------------------------------------------------------------

| |  | (B) | the denominator of which is the Rentable Area of the Development Less
| |  | --- | ---------------------------------------------------------------------

| |  |  | (1) | the areas,  if any,  occupied by the Landlord or its agents or  contractors  in
order to maintain, repair, operate, manage and supervise the Development; and
| |  |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | (2) | the Rentable Area of the Development which is not leased at the time of the
calculation, but in no event shall such area exceed three percent (3%) of the
Rentable Area of the Development; and
| |  |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | if and to the extent  applicable  pursuant to Section 10.02 (ii), the portion of
Taxes payable by the Tenant to the Landlord;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------

Term means
the term of this Lease as specified in Section 3.01;

Unavoidable
Delay means any cause beyond the control of the Party affected thereby
which prevents the performance by such party of any obligation hereunder and not
caused by its default or act of commission or omission and not avoidable by the
exercise of reasonable effort or foresight by such Party, excluding financial
inability, but including, without limitation strikes, lockouts, or other labour
or industrial disturbances, civil disturbance, acts, order, legislation,
regulations or directives of any government or other public authorities, acts of
the public enemy, war, riot, sabotage, blockage, embargo, shortage of materials
and supplies, shortage of labour, lightning, earthquake, fire, storm, hurricane,
flood, washout, explosion, act of God, and delays caused by any other Party
hereto other than the Party relying upon such unavoidable delay.

## Section 1.02 - Schedules

The following Schedules of this Lease constitute part of this Lease

| | Schedule "A" - Plan of Leased Premises
Schedule "B" - Plan of Dunsmuir & Hornby Development
Schedule "C" - Rules and Regulations
Schedule "D" - Special Provisions
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

Provided however, in the
event of a conflict between the terms and conditions of this Lease and any
Schedule, the terms and conditions of this Lease shall govern.

## Section 1.03 - Extended Meanings

The
words hereof, herein, hereunder and similar
expressions used in any Section or Subsection of this Lease relate to the whole
of this Lease and not to that Section or Subsection only, unless otherwise
expressly provided. The use of the neuter singular pronoun to refer to the
Landlord or the Tenant is deemed a proper reference even though the Landlord or
the Tenant is an individual a partnership, a corporation or a group of two or
more individuals, partnerships or corporations. The necessary grammatical
changes required to make the provisions of this Lease apply in the plural sense
where there is more than one Landlord or Tenant and to either corporations,
associations, partnerships or individuals, males or females, shall in all
instances be assumed as though in each case fully expressed.

## Section 1.04 - Headings and Captions

The
Table of Contents, Article numbers, Article headings, Section numbers and
Section headings are inserted for convenience of reference only and are not to
be considered when interpreting this Lease.

## Section 1.05 - Obligations as Covenants

Each
obligation of The Landlord or the Tenant expressed in this Lease, even though
not expressed as a covenant, shall be a covenant for all purposes.

[INITIALS]

---

## Section 1.06 - Entire Agreement

This
Lease contains all the representations, warranties, covenants agreements,
conditions and understandings between the Landlord and the Tenant concerning the
Leased Premises or the subject matter of this Lease and may be amended only by
an agreement in writing signed by the Parties hereto.

## Section 1.07 - Governing Law

This
Lease shall be interpreted under and is governed by the Laws of the Province of
British Columbia.

## Section 1.08 - Severability

If
any provision of this Lease is illegal or unenforceable it shall be considered
separate and severable from the remaining provisions of this Lease, which shall
remain in force and be binding as though the said provision had never been
included.

## Section 1.09 - 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 the executors and
administrators and permitted successors and assigns of the Tenant.

## Section 1.10 - Time of the Essence

Time is of the essence of this Lease and of every part hereof.

## Section 1.11 - Confidential
Nature of Lease

The
Tenant hereby agrees that this lease is a confidential document and that it will
make no use of this Lease or any provisions hereof or information delivered to
the Tenant except in connection with the tenancy created hereunder. The Landlord
hereby agrees that it will not use any statements delivered by the Tenant or any
Tenants records inspected by the Landlord hereunder except for the purpose of
ascertaining and verifying the amount of rental payable by the Tenant under the
terms of this Lease, or except as otherwise may be required by law.

## Section 1.12 - Tenant
Partnership

If
the Tenant is a partnership (the Tenant Partnership) each person who
is presently a member of the Tenant Partnership and each person who becomes a
member of any successor Tenant partnership hereafter, shall be and continue to
be liable jointly and severally for the full and complete performance of, and
shall be and continue to be subject to the terms, covenants and conditions of
this Lease, whether or not such person ceases to be a member of such Tenant
Partnership or successor Tenant Partnership. Each person on becoming a member of
the Tenant Partnership, or any successor Tenant Partnership shall enter into
such further and other documents as the Landlord may reasonably require for the
purpose of this Section 1.12.

# ARTICLE 2
DEMISE

## Section 2.01 - Leased Premises

The
Landlord hereby demises and leases the Leased Premises to the Tenant for the
Term, upon and subject to the covenants, conditions and agreements herein
expressed. The Landlord and Tenant agree that the Rentable Area of the Leased
Premises is Twelve Thousand Eighteen (12,018) square feet, located on the 4th
Floor.

# ARTICLE 3
TERM

## Section 3.01 - Term

The
Term shall be the period of one (1) year and eight (8) months commencing on the
1st day of September, 2000 unless terminated earlier as provided in this Lease
and ending on the 30th day of April, 2002.

## Section 3.02 - Overholding

If
at the expiration of the Term or earlier termination thereof the Tenant remains
in possession without any further written agreement, but with the express
consent of the Landlord, or in circumstances where a tenancy would thereby be
implied by law, the Tenant shall be deemed to be a .monthly tenant only, paying
a Basic Rent monthly in advance equal to two times the Basic Rent as determined
in accordance with Section 4.01 plus the Tenants Proportionate Share
payable in the immediately preceding Lease Year and otherwise upon and subject
to the same terms and conditions of this Lease excepting provisions as to length
of tenancy and rights of renewal, if any, contained herein. Nothing herein
contained shall preclude the Landlord from taking any action to recover
possession of the Leased Premises.

# ARTICLE 4
RENT

## Section 4.01 - Basic Rent

The
Tenant shall pay to the Landlord as annual rental for the Leased Premises yearly
and every year during the Term, without any deduction, abatement, set-off or
compensation whatsoever, the sums as set out on page 4A attached
hereto, to be paid on the first day of each month and every calendar year of the
Term. 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.

## Section 4.02 - Additional Rent

The
Tenant shall also pay to the Landlord yearly and every year during the Term, as
rent, the aggregate of the Tenants Proportionate Share and all other items
of Additional Rent without any deduction, abatement, setoff or compensation
whatsoever. Whenever the Landlord performs work or supplies services pursuant to
this Lease, or causes the same to be performed or supplied, which is or are the
responsibility of the Tenant or for which expense the Tenant is responsible, the
Tenant shall pay to the Landlord upon demand, as Additional Rent, in addition to
the amount otherwise payable to the Landlord in respect thereof pursuant to this
Lease, a charge (the Administrative Charge) equal to fifteen percent
(15%) of all costs, fees and expenses incurred by the Landlord in connection
therewith.

[INITIALS]

---

PAGE "4A"

Attached hereto and forming
a part of a lease between DUNSMUIR & HORNBY LTD. and PIVOTAL
CORPORATION, dated this 18th day of August, 2000 and to be
initially by both parties.

The Base Rent of the Leased Premises is as follows:

|Basic Rent                           |  | Per Annum   |  | Monthly Rate
|------------------------------------ |  | ----------- |  | ------------
|September 1, 2000 - January 31, 2002 |  | $94,681.56  |  | $7,890.13   
|February 1, 2000 - April 30, 2002    |  | $168,252.00 |  | $14,021.00  

[INITIALS]

---

## Section 4.03 - Determination
of Rentable Area

| | (a) | The Rentable Area of the Leased Premises and the Rentable Area of the
Development shall be determined in the first instance by the Landlord in
accordance with the new Boma Standard Method for Measuring Floor Area in Office
Buildings dated June 1996. The Rentable Area of the Leased Premises, the
Development or any other component of the Development shall be conclusively
deemed to be the area, expressed in square feet, set out in a certificate of the
Landlord or Architect.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | In the case of a single tenancy floor in the Development the Rentable Area shall
be in accordance with the new Boma Standard Method for Measuring Floor Area in
Office Buildings dated June 7, 1996.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | The Rentable Area of Leased Premises located on a floor occupied by more than
one tenant shall be in accordance with the new Boma Standard Method for
Measuring Floor Area in Office Building dated June 7, 1996.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Section 4.04 - Payment of
Tenants Proportionate Share

Prior
to the commencement of the Term and the commencement of each Lease Year, the
Landlord shall notify the Tenant of its estimate of the Tenants
Proportionate Share for the next ensuing Lease Year. The Tenant shall pay such
estimated amount in equal monthly instalments in advance on the first day of
each month during the Lease Year. From time to time during a Lease Year the
Landlord may re-estimate the amount of the Tenants Proportionate Share and
shall fix monthly instalments for the then remaining balance of the Lease Year
so that the Tenants Proportionate Share will have been entirely paid
during the Lease Year. When the necessary information becomes available, the
Landlord shall make a final determination of the Tenants Proportionate
Share for each Lease Year, which shall be binding upon both Parties, and shall
provide the Tenant with an audited statement of the Operating Costs for the
relevant Lease Year. The Landlord and the Tenant shall expeditiously make any
necessary re-adjusting payments provided that the Tenant may not claim a
re-adjustment based solely upon any error of estimation, determination or
calculation unless claimed in writing within one (1) year alter the Lease Year
to which the claim relates.

## Section 4.05 - Accrual or Rent

Rent
shall be considered as accruing from day to day hereunder and where it becomes
necessary for any reason to calculate such rent for an irregular period of less
than one (1) year or less than one (1) calendar month, an appropriate
apportionment and adjustment shall be made. If the Term commences on any day
other than the first day of a month, rent for such fraction of a month shall be
adjusted, as aforesaid, and paid by the Tenant on the commencement date of the
Term.

## Section 4.06 - Currency and
Place of Payment

All
Rent hereunder shall be payable in lawful money of Canada, and shall be paid to
the Landlord at the Landlords address for notices as provided in Section
17.01 or to such person at such address as the Landlord may from time to time
direct by notice to the Tenant.

## Section 4.07 - Additional
Rent Treated as Rent

All
Additional Rent shall be deemed to be and be treated as rent and payable and
recoverable as tent, but in the manner as herein provided, and the Landlord
shall have all rights against the Tenant for default in any such payment as in
the case of arrears of rent.

## Section 4.08 - Interest on
Amounts In Default

If
the Tenant fails to pay when due any amount of Rent, the unpaid amount will bear
interest calculated and payable monthly from the due date to the date of payment
at the rate per annum which is three percent (P+3%) above the prime rate from
time to time charged by the Landlords chartered bank for loans in Canadian
dollars to its most credit-worthy commercial customers, which prime rate was
6.25 % per annum on August 18, 2000.

## Section 4.09 - Net Lease to
Landlord

The
Tenant acknowledges and agrees that it is intended that this Lease shall be a
completely carefree net lease for the Landlord, except as expressly herein set
out, and that the Tenant shall pay, except as herein expressly set out,

| | (a) | all costs,  charges,  expenses  and  outlays of every kind  relating to or
affecting  the Leased Premises, and
| | --- | --------------------------------------------------------------------------------------------------------------

| | (b) | as provided in this Lease its share of all costs, charges, expenses and outlays
of every kind relating to or affecting the Development.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------

# ARTICLE 5
GENERAL COVENANTS

## Section 5.01 - Landlords
Covenants

The Landlord covenants with the Tenant:

| | (a) | for quiet enjoyment; and
| | --- | ------------------------

| | (b) | to observe and perform all the covenants and obligations of the Landlord herein; and
| | --- | ------------------------------------------------------------------------------------

| | (c) | that the Tenant, paying the Rent hereby reserved and performing the covenants
and obligations on the Tenants part herein contained, shall and may
peacefully possess and enjoy the Leased Premises for the term herein granted
without any interruption or disturbance from the Landlord or any other person or
persons lawfully claiming by, from or under the Landlord, subject always to the
terms, covenants and conditions contained in this Lease.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Section 5.02 - Tenants
Covenants

The Tenant covenants with the Landlord;

| | (a) | to pay Rent; and
| | --- | ----------------

| | (b) | to observe and perform all the covenants and obligations of the Tenant herein.
| | --- | ------------------------------------------------------------------------------

# ARTICLE 6
BUILDING SERVICES, COMMON AREAS, UTILITIES

## Section 6.01 - Heating,
Ventilating and Air Conditioning

The
Landlord shall provide processed air in such quantities and at such temperatures
as shall maintain in the Leased Premises conditions of reasonable temperatures
and comfort during Business Hours. In no event, however, shall the Landlord have
any obligation or liability in connection with

[INITIALS]

---

the cessation, interruption or
suspension of the supply of such processed air but the Landlord shall use its
reasonable efforts to restore it. The Landlord shall not be responsible for the
failure of the heating, ventilating and air conditioning equipment and systems
to perform their function if this is attributable to any arrangement of
partitioning in the Leased Premises or failure to shade windows which are
exposed to the sun, or any use of electrical power by the Tenant which, in the
Landlords opinion, is excessive; and provided further that the Landlord
shall not be liable for direct, indirect or consequential damages or damages for
personal discomfort or illness of the Tenant, its servants, employees, invitees,
clients or customers by reason of the operation or non-operation of such
equipment or systems, nor shall there be repayment or reduction of the Rent
during any such non-operation. The interior office layout of the Leased Premises
shall be modified by the Tenant, if necessary, in accordance with the reasonable
requirements of the Landlord to secure maximum efficiency of the heating,
ventilating and air conditioning systems serving the Leased Premises.

## Section 6.02 - Common Area

The
Landlord shall operate, maintain and repair the Common Areas in accordance with
the standards applicable for comparable office buildings in the City of
Vancouver. The Tenants shall be entitled to the use of the Common Areas subject
to the rules and regulations referred to in Section 7.04 provided that the
Common Areas shall at all times be subject to the exclusive control and
management of the Landlord. The Landlord shall be entitled to construct, alter,
maintain, operate and police the same, change the area, location and arrangement
thereof, and make all rules and regulations pertaining to and necessary for the
proper operation and maintenance thereof; provided that in exercising such
rights the Landlord shall make reasonable efforts to minimize interference with
the Tenants use of the Leased Premises. The Tenant and all other persons
permitted to use the Common Areas shall do so at their sole risk. In no event
shall the Landlord be responsible for any interruption in elevator service
provided that the Landlord proceeds expeditiously to restore service, nor shall
there be repayment or reduction of the Rent.

## Section 6.03 - Janitorial Services

The
Landlord shall provide janitorial services to the Leased Premises to a standard
similar to that provided to comparable office buildings in the City of Vancouver
at the date of this Lease, provided that all curtains, carpets, rugs or drapes
of any kind (if any) in the Leased Premises shall be cleaned and maintained by
the Tenant. The Landlord shall not be responsible for any omissions or act of
any person employed or retained to perform such work, or for any loss thereby
sustained by the Tenant, its servants, agents, invitees or others. The Tenant
shall not engage any person or entity to provide janitorial services to the
Leased Premises without the written approval of the Landlord. The Tenant shall
grant access necessary for the performance of the janitorial services and shall
leave the Leased Premises in a reasonably tidy condition at the end of each day
to permit the performance of such services.

## Section 6.04 - Utilities

The
Landlord shall, subject to interruptions beyond its control, provide and permit
the Tenant to use any utility service (including electricity and water) serving
the Development, provided that the Tenant does not overload the capacity of any
such service. The Tenant shall pay to the Landlord, or as it otherwise directs,
as Additional Rent all costs and expenses relating to such use. The Tenant shall
make such payments in monthly instalments in advance based upon estimates by the
Landlord and subject to adjustment by the Landlord within a reasonable time
after the end of the Lease Year for which such estimate has been made; if
required by the Landlord, the Tenant shall install at its own expense (and in a
location designated by the Landlord) its separate check meter for the purpose of
measuring, without limitation, the consumption of electricity and water in the
Leased Premises. The Tenant shall advise the Landlord forthwith of any
installations, appliances or business machines used by the Tenant which are
likely to require large consumption of electricity or other utilities. The
Landlord shall replace from time to time electrical light bulbs, tubes and
ballasts serving the Leased Premises and the Tenant shall pay to the Landlord
forthwith upon demand as Additional Rent the cost thereof plus the
Administrative Charges.

# ARTICLE 7
USE AND OCCUPANCY OF LEASED PREMISES

## Section 7.01 - Use

The
Leased Premises shall not be used or occupied for any purpose other than an
office for the conduct of the general business.

The Tenant shall not carry
on or permit to be carried on therein any other trade or business without the
prior written consent of the Landlord. The Tenant shall not use or permit to be
used any part of the Leased Premises in any manner which directly or indirectly
interferes with the free ingress and egress of other tenants, their servants,
agents, licensees or invitees, to or from the Development, central corridors,
elevators or other Common Areas, and without limitation, the Tenant shall not
suffer of permit picketing arising from a trade union or other labour dispute in
any part of the Common Areas.

## Section 7.02 - Nuisance

The
Tenant shall not carry on any business or do or suffer any act or thing which
constitutes a nuisance or which is offensive, or any annoyance to the Landlord
or other occupant of the Development.

## Section 7.03 - Compliance
With Laws

The
Tenant shall promptly comply with and conform to the requirements of every
applicable statute, law, by-law, regulation, ordinance and order at any time or
from time to time in force during the Term affecting the Leased Premises or the
leasehold improvements, trade fixtures, furniture and equipment installed by the
Tenant. If any obligation to modify, extend, alter or replace any part of the
Leased Premises or any such improvements, fixtures, furniture or equipment is
imposed upon the Landlord, the Landlord may at its option either do or cause to
be done the necessary work, at the expense of the Tenant, or forthwith give
notice to the Tenant to do so within the requisite period of time, failing which
the Landlord may by further notice to the Tenant terminate this Lease. The costs
of any work done by the Landlord, shall be payable by the Tenant to the Landlord
forthwith upon demand as Additional Rent.

## Section 7.04 - Compliance With
Rules and Regulations

The
Tenant shall comply with the rules and regulations annexed hereto as Schedule
C, and cause everyone for whom the Tenant is in law responsible or
over whom the Tenant might reasonably be expected to have control to do the
same. The Landlord shall have the right from time to time during the Term to
make reasonable amendments, deletions and additions to such rules and
regulations. Such rules and regulations, together with all reasonable
amendments deletions and additions made thereto by the Landlord and of
which notice shall have been given to the Tenant, shall be deemed to be part of
this Lease provided that in the event of a conflict, the provisions of this
Lease shall prevail.

## Section 7.05 - Signs and
Advertising

The
Development shall be known and identified as DUNSMUIR & HORNBY LTD. or by
such other name as designated by the Landlord from time to time. The Tenant
shall not erect any sign or advertising material upon any part of the
development, including the Leased Premises. The Tenant shall be entitled to have
its name upon the directory board installed by the Landlord in the ground floor
lobby of the Development and, at its own expense, shall be entitled to require
the Landlord to affix to the entrance of the Leased Premises its name in
accordance with the Landlords uniform scheme of tenants
identification or such other scheme as may be approved in writing by the
Landlord, which approval may be arbitrarily withheld.

[INITIALS]

---

## Section 7.06 - Disfiguration,
Overloading, etc.

The
Tenant shall not do or suffer any waste or damage, disfiguration or injury to
the Leased Premises and shall not permit or suffer any overloading of the
floors, thereof or the bringing into any part of the Development, including the
Leased Premises, any articles or fixtures that by reason of their weight or size
might damage or endanger the structure of the Development.

## Section 7.07 - Energy
Conservation

The
Tenant shall comply with any measures the Landlord or any legislative authority
may from time to time introduce to conserve or to reduce consumption of energy
or to reduce or control other Operating Costs or pay as Additional Rent the
cost, to be estimated by the Landlord acting reasonably, of the additional
energy consumed by reason of such non-compliance. The Tenant shall also convert
to whatever system or units of measurement of energy consumption the Landlord
may from time to time adopt.

## Section 7.08 - Remedial Action

If
the Tenant is in breach of any of its obligations or restrictions stipulated in
this Article 7, the Landlord may, in addition to any other remedies that it may
have hereunder, enter upon the Leased Premises and take such remedial action as
is necessary to remedy the breach and repair any damage caused thereby and the
Tenant shall forthwith upon demand pay to the Landlord as Additional Rent the
Landlords costs incurred in connection therewith.

# ARTICLE 8
INSURANCE

## Section 8.01 - Tenants
Insurance

The Tenant shall effect and maintain during the Term:

| | (i) | All Risks insurance upon all property owned by the Tenant or for
which it is legally liable or installed or affixed by or on behalf of the Tenant
and which is located in the Development including, without limitation,
furniture, fittings installations, alterations, additions, partitions and
fixtures or anything in the nature of a leasehold improvement made or installed
by or on behalf of the Tenant, in an amount equal to the full replacement cost
thereof;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | comprehensive general liability insurance against claim for death, personal
injury and property damage in or about the Leased Premises, in amounts
satisfactory from time to time to the Landlord acting reasonably, but in any
event in an amount not less than Three Million Dollars ($3,000,000.00) per
occurrence for personal injury and property damage;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | All Risks tenants legal liability insurance for limits
satisfactory from time to time, to the Landlord acting reasonably; and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------

| | (iv) | any other form of insurance that the Landlord or any Mortgagee may reasonably
require from time to time, in form, amounts and for insurance risks acceptable
to the Landlord and any Mortgagee.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Section 8.02 - Form of Policies

Each
policy required pursuant to Section 8.01 shall be is form and with insurers
acceptable to the Landlord. The insurance described in Subsections 8.01 (i) and
(ii) shall name as insured the Landlord and anyone designated in writing by the
Landlord. All property damage and public liability insurance shall contain a
provision for cross-liability or severability of interests as between the
Landlord and the Tenant. Such policies shall contain an endorsement requiring
the insurers under such policies to notify the Landlord in writing at least
sixty (60) days prior to any material change or cancellation thereof and a
waiver in favour of the Landlord and any Mortgagee of the Landlord of any breach
of warranty clause such that the insurance policies in question shall not be
invalidated in respect of the interests of the Landlord and any Mortgagee by
reason of any breach or violation of any warranties, representations,
declarations or conditions contained in such policies and also a clause stating
that the Tenants insurance policy will be considered as primary insurance
and shall not call into contribution any other insurance that may be available
to the Landlord. The Tenant shall furnish to the Landlord prior to the
commencement of the Term certified copies of all such policies for its
acceptance, as aforesaid, and shall provide written evidence of the continuation
of such policies not less than ten (10) days prior to their respective expiry
dates. The cost or premium for each and every such policy shall be paid by the
Tenant. If the Tenant fails to maintain such insurance the Landlord shall have
the right, but not the obligation, to do so, and to pay the cost or premium
therefor, and in such event the Tenant shall repay to the Landlord, as
Additional Rent, forthwith on demand the amount so paid.

## Section 8.03 - Release of
Landlord

The
acquisition and maintenance by the Tenant of the insurance policies as required
pursuant to Section 8.01 shall not limit or restrict the liability of the Tenant
under this Lease. The Tenant hereby releases the Landlord and any person for
whom the Landlord is legally responsible from any liability for loss to the
extent of all insurance proceeds paid under the policies of insurance maintained
by the Tenant or which would have been paid if the Tenant had maintained the
insurance it is required to maintain under this Lease and had diligently
processed any claims thereunder.

## Section 8.04 - Landlords
Insurance

The
Landlord shall maintain during the Term such types of insurance coverage on the
Development, in such amounts and with such deductibles as are carried by prudent
owners of comparable office buildings in the City of Vancouver having regard to
the age, nature, location and character of the Development

## Section 8.05 - Insurance Risks

The
Tenant shall not do, omit to do, or permit to be done or omitted to be done upon
the Leased Premises anything that may contravene or be prohibited by any of the
Landlords insurance policies in force from time to time covering or in
respect of any part of the Development or which would prevent the Landlord from
procuring such policies with companies acceptable to the Landlord. If the
occupancy of the Leased Premises, the conduct of business in the Leased Premises
or any acts of omissions of the Tenant in the Leased Premises or any other
portion of the Development, causes or results in any increase in premiums for
any such Landlords policies, the Tenant shall pay any such increase as
Additional Rent forthwith upon receipt of the invoices of the Landlord for such
additional premiums. If the Tenant shall be in breach of these provisions the
Tenant shall be responsible for all consequences flowing therefrom and shall
indemnify the Landlord in respect thereof and if the rate of insurance is
substantially increased or if the coverage of such insurance is substantially
decreased, or such insurance is cancelled as a result thereof, at the option of
the Landlord, the Term shall immediately terminate upon written notice to that
effect to the Tenant.

[INITIALS]

---

# ARTICLE 9
REPAIR AND DAMAGE

## Section 9.01 - Landlords
Obligations

The
Landlord shall at all times during the Term keep the Development (other than the
Leased Premises and premises of other Tenants) in good and substantial state of
repair consistent with the general standards of comparable office buildings in
the City of Vancouver, including the foundation, roof, exterior walls, systems
for interior climate control, elevators, entrances, stairways, corridors,
lobbies and washrooms used in common by the Tenant and other Tenants of the
Development, provided that such obligation is subject to reasonable wear and
tear and Sections 9.04 and 9.05. Subject to Section 13.05, the Landlord shall
also repair defects in construction performed, or installations made by the
Landlord in the Leased Premises.

## Section 9.02 - Tenants
Obligations

The
Tenant shall at all times during the Term, subject to Section 9.05, at its own
expense keep the Leased Premises, including all leasehold improvements and
fixtures therein, in a good and substantial state of repair consistent with the
general standards of comparable office buildings in the City of Vancouver,
excepting reasonable wear and tear and repairs to be made by the Landlord under
Section 9.01. The Tenant shall permit the Landlord to enter the Leased Premises
and view the state of repair, and repair according to notice.

## Section 9.03 - Tenants Liability

The
Tenant shall reimburse to the Landlord promptly upon demand the total cost of
repairs or replacements to any part of the Development, including Common Areas,
which is damaged or destroyed through the negligence or misuse of the Tenant or
its employees, invitees or others under its control.

## Section 9.04 - Damage - Landlords
Liability

Except
to the extent the same is caused by the negligence or unlawful acts of the
Landlord or by the negligence or unlawful acts of other persons for whom and in
respect of which the Landlord is in law responsible, the Landlord, its agents,
servants and employees, shall not be liable for:

| | (i) | damage to or  destruction  or loss of any  property of the Tenant  which is
entrusted to the care or control of the Landlord, its agents, servants or employees;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | any personal or consequential injury of any nature whatsoever (including,
without limitation, loss of business income) that may be suffered or sustained
by the Tenant or any employee, agent, customer, invitee or licensee of the
Tenant or any other person who may be upon the Leased Premises, or for any loss
of or damage or injury to any property belonging to the Tenant or its employees
or to any other person while such property is on the Leased Premises and, in
particular (but without limitation), the Landlord shall not be liable for any
damage of any nature whatsoever to any such property caused by the failure to
supply adequate interior climate control, or by reason of the interruption of
any public utility or service, or in the event of steam, water, rain, ice or
snow which may leak into, issue, or flow from any part of the Development or
from the water, steam, sprinkler, or drainage pipes or plumbing works of the
same, or from any other place or for any damage caused by anything done or
omitted by any other tenant of the Development; or
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | any damage to the Leased Premises or the contents thereof incurred by reason of
the Landlord, its agents, servants, employees or contractors entering upon the
Leased premises to undertake any examination thereof or say work therein.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Section 9.05 - Abatement and Termination

The Landlord and the Tenant agree that:

| | (i) | if there is damage to the Leased premises caused by any casualty insured against
by the Landlord pursuant to Section 4 and 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
in excess of ten (10) days, then:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (A) | unless the damage was caused by the fault or negligence of the Tenant or an
assignee, subtenant, concessionaire, licensee or other person conducting
business on or from the Leased Premises or an officer, employee, agent,
customer, invitee or licensee of any of them, from and after the expiration of
ten (10) days after the date of the occurrence of the damage, the Basic Rent
payable under Section 4.01 shall abate until at least a substantial part of the
Premises is again reasonably capable of use and occupancy for the purpose
aforesaid, such abatement to be from time to time in the proportion that the
Rentable Area of the part or parts of the Leased Premises rendered not
reasonably capable of such use and occupancy bears to the Rentable Area of the
Leased premises, but not to exceed the amount of rental income insurance
proceeds paid to the Landlord for the relevant period; provided that to the
extent that any part of the Leased Premises is not reasonably capable of use and
occupancy by reason of damage which the Tenant is obliged to repair, any
abatement of rent to which the Tenant is otherwise entitled shall not extend
beyond the time by which, in the reasonable opinion of the Landlord, repairs by
the Tenant ought to have been completed; and
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (B) | unless this Lease is terminated as hereinafter provided, the Landlord or the
Tenant, as the case may be, will repair such damage with all reasonable
diligence, (according to their respective obligations to repair set forth in
Sections 9.01 and 9.02) provided that the Landlords repair obligations
shall be limited to the extent of the insurance proceeds actually received by
it.
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | in the event that
| | ---- | -----------------

| |  | (A) | premises, whether of the Tenant or other tenants of the Development, comprising
in the aggregate twenty-five percent (25%) or more of the Rentable Area of the
Development are substantially damaged or destroyed by any cause; or
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (B) | the Leased Premises are damaged or destroyed by any cause such that, in the
reasonable opinion of the Landlord, such damage cannot with reasonable diligence
be repaired within one hundred and eighty (180) days after the occurrence
thereof; or
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (C) | portions of the Development which affect access or services essential to the
Leased Premises are damaged or destroyed by any cause such that, in the
reasonable opinion of the Landlord, such damage cannot with reasonable diligence
be repaired within one hundred and eighty (180) days after the occurrence
thereof, then the Landlord may at its option, exercisable by notice to the
Tenant given within ninety (90) days of the occurrence of such damage or
destruction, terminate this Lease, in which event the Tenant shall forthwith
deliver up possession of the Leased Premises to the
| |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[INITIALS]

---

| |  |  | Landlord 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 Section 9.05(i);
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | any certificate of the Architect shall be conclusive as to the percentage of the
Leased Premises or of the Development destroyed or damaged or capable of use and
occupancy by the Tenant, the state of completion of any work or repair of either
the Landlord or Tenant and the computation of the area of any premises including
the Leased premises; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | in repairing or rebuilding the Development in accordance with its repair
obligations the Landlord may use drawings, designs, plans and specifications
other than those used in the original construction and may alter or relocate any
or all of the Common Areas and other improvements, including the Leased
Premises, provided that the Leased Premises as altered or relocated shall be of
substantially the same size and in all material respects comparable to or better
than the original Leased Premises.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# ARTICLE 10
TAXES

## Section 10.01 - Taxes Payable
by the Landlord

The
Landlord shall pay all Taxes, subject to Section 10.02, provided that it may
defer such payments or compliance with any taxing statute, law, by-law,
regulation or ordinance to the fullest extent permitted by law, so long as it
diligently pursues any contest or appeal of any such Taxes.

## Section 10.02 - Taxes Payable
by the Tenant

| | (i) | If separate real property tax bills and separate real property assessment
notices for the Leased Premises are not issued, the Tenant shall pay monthly in
advance, in accordance with Section 4.04, a share of the Taxes equal to the
amount of the Taxes multiplied by a fraction, the numerator of which is the
Rentable Area of the Leased Premises and the denominator of which is the
Rentable Area of the Development.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | If separate real property tax bills and separate real property assessment
notices for the Leased Premises are issued, the Tenant shall:
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------

| |  | (A) | pay promptly when due to the taxing authorities all Taxes levied, rated, charged
or assessed from time to time against the Leased Premises, or any part thereof
and forthwith provide the Landlord with evidence of payment upon request; and
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (B) | provide the Landlord with a copy of each separate real property tax bill and
separate assessment notice within ten (10) days after receipt;
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | provided that if the Landlord so elects by notice to the Tenant the Tenant shall pay such
Taxes to the Landlord in equal monthly instalments in advance, adding such
amounts to the monthly instalments of the Tenants Proportionate Share
otherwise payable in accordance with Section 4.04.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Section 10.03 - Business Taxes
and Other Taxes of the Tenant

The
Tenant shall pay promptly when due to the taxing authorities all taxes, rates,
duties, levies and assessments whatsoever, whether municipal, parliamentary or
otherwise, levied, imposed or assessed in respect of operations at, occupancy
of, or conduct of business in or from the Leased Premises by the tenant or any
other permitted occupant, including business Taxes. The Tenant shall also pay to
the Landlord promptly on demand an amount equal to any of the following taxes
the Landlord may determine to recover from the Tenant, and any amounts so paid
by the Tenant to the Landlord (and by other tenants under corresponding clauses
of other leases) shall be excluded in the determination of Taxes:

| | (i) | all taxes charged in respect of all leasehold  improvements  and trade fixtures
and all furniture and equipment made, owned or installed by or on behalf of the
Tenant in the Leased Premises; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | if by reason of the act, election or religion of the Tenant or any subtenant,
licensee or occupant of the Leased Premises, the Leased Premises or any part of
them shall be assessed for the support of separate schools, the amount by which
the taxes so payable exceed those which would have been payable if the Leased
Premises had been assessed for the support of public schools.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If and so long as the Landlord elects not to separately determine and collect from
the tenants of the Development directly amounts which would otherwise be payable
by the Tenant under this section (and by other tenants under comparable
provisions of other leases of premises in the Development) the taxes described
herein shall form part of Taxes, without prejudice to the right of the Landlord
to make any such determination in the future, either generally or in the case of
the Tenant or any other tenant.

## Section 10.04 - Postponement

The
Landlord may postpone payment of any Taxes payable by it pursuant to Section
10.01 and the Tenant may postpone payment of any taxes, rates, duties, levies
and assessments payable by it under Section 10.03 in each case to the extent
permitted by law if it is proceeding in good faith with an appeal against the
imposition thereof, provided that in the case of a postponement by the Tenant
such postponement does not render the Development, or any part thereof, subject
to sale or forfeiture or render the Landlord liable to prosecution, fine or
other liability.

## Section 10.05 - Tenant to
Deliver Receipts

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

## Section 10.06 - Assessment Appeals

The
Landlord alone shall be entitled to conduct any appeal from any governmental
assessment or determination of the value of the Development or any portion
thereof whether or not the assessment or determination affects the amount of tax
to be paid by the Tenant.

[INITIALS]

---

# ARTICLE 11
ASSIGNMENT AND SUBLETTING

## Section 11.01 - Permitted Occupants

The
Tenant shall not permit any part of the Teased Premises to be used or occupied
by any person other than the Tenant and its employees and any subtenant or
assignee permitted under Section 11.02 and the employees of such subtenant or
assignee, nor shall it permit any persons to be upon the Leased Premises other
than the Tenant, such permitted subtenant or assignee and their respective
employees, customers and others having lawful business with them. Without
restricting the generality of the foregoing, the Tenant acknowledges that the
entirety of this Article 11 shall apply fully, notwithstanding that the Tenants
permitted use or business to be carried on in the Leased Premises is the
business of subletting or licensing of office space and facilities.

## Section 11.02 - Assignment or
Subletting

If
at any time or from time to time, the Tenant wishes to assign this Lease or to
sublet the whole or any part of the Leased Premises, the Tenant shall first
offer to surrender this Lease in respect of the whole or any part of the Leased
Premises (the Subject Area) which the Tenant wishes so to assign or
sublet. Notice of such offer to surrender shall be given to the Landlord not
less than ninety (90) days prior to the date on which the Tenant proposes that
the surrender be effective. The Landlord shall have a period of ten (10)
Business Days after such notice is given to accept or to decline such offer. If
the Landlord accepts, then this Lease shall terminate with respect to the
Subject Area on the date proposed in such offer. If the Landlord declines such
offer or does not respond within the aforesaid time period, the Tenant shall be
free to assign this Lease or sublet the Subject Area provided that:

| | (i) | the Tenant shall have received or procured a bona fide written offer therefor to
take an assignment or sublease which is not inconsistent with, and the
acceptance of which would not breach, any provision of this Lease (if this
Section 11.02 is complied with) and which the Tenant has determined to accept
subject to this Section 11.02 being complied with, and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the Tenant  shall  have  first  requested  and  obtained  the  consent  of the
Landlord  to such assignment or sublease.
| | ---- | ------------------------------------------------------------------------------------------------------------------------

Any request for the
Landlords consent shall be accompanied by a true copy of such offer and
all information available to the Tenant, or any additional information requested
by the Landlord, as to the responsibility, reputation, financial standing and
business of the proposed assignee or subtenant. The consent of the Landlord
shall not be unreasonably withheld provided that, without limitation, the
Landlord shall not be deemed to be unreasonably withholding its consent if it
refuses such consent upon the basis that

| |  | (A) | such offer provides for a rental which is less than the rental payable under this Lease, or
| |  | --- | -------------------------------------------------------------------------------------------

| |  | (B) | such offer is made by, or the proposed assignment is in favour of any existing
tenant of the Development.
| |  | --- | ---------------------------------------------------------------------------------------------------------

If such consent is given
the Tenant shall assign or sublet, as the case may be, only upon the terms set
out in the offer submitted to the Landlord. The Landlord may require as a
condition of its consent that the proposed assignee or subtenant agree with the
Landlord to observe and to perform all the obligations of the Tenant under this
Lease and the Tenant agrees with the Landlord that:

| | (iii) | in the case of an assignment, if the Tenant is to receive from any assignee,
either directly or indirectly, any consideration or premium for the assignment
of the Lease, either in the form of cash, goods or services, the Tenant shall
forthwith pay an amount equal to such consideration to the Landlord; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | if the Tenant sublets the Subject Area and receives a rental, consideration or
premium in the form of cash, goods, services or other consideration from the
subtenant which is higher than the rental payable under this Lease (on a per
square foot basis) to the Landlord for the Subject Area, the Tenant shall pay
any such excess to the Landlord in addition all rentals and other costs payable
hereunder.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Whether or not the Landlord
consents to any request as aforesaid, the Tenant shall pay to the Landlord all
reasonable costs incurred by the Landlord, including legal fees, in considering
any consent and in completing any of the documentation involved in implementing
any such assignment or sublease. Any advertisement of the Leased Premises or a
portion thereof as being available for assignment, sublease or otherwise without
the written approval of the Landlord to the form and content of such
advertisement is prohibited, which approval shall be granted by the Landlord in
its sole discretion.

## Section 11.03 - Change in Control

If
after the date of execution of this Lease there is a change in control (as
defined below) either of the Tenant or of an Eligible Corporation which controls
the Tenant or if other steps are taken to accomplish a change of control the
Tenant shall promptly notify the Landlord of the change, which will be
considered to be an assignment of this Lease to which Section 11.02 applies; if
the Tenant does not notify the Landlord, the Landlord may terminate this Lease
within sixty (60) days after the Landlord learns of the change in control. The
Tenant shall make available to the Landlord or its lawful representatives for
inspection at all reasonable times, all relevant books and records of the Tenant
and of any Eligible Corporation which controls the Tenant to enable the Landlord
to ascertain whether there has been a change of control. For the purpose of this
Section 11.03 change in control means, in the case of any
corporation or partnership, the transfer by sale, assignment, amalgamation,
transmission on death, trust, operation of law or otherwise of any shares,
voting rights or interest which may result in a change of identity of the person
or persons exercising, or who might exercise, effective control of such
corporation or partnership.

## Section 11.04 - Surrender

If
the Landlord accepts the Tenants offer to surrender the whole or any part
of the Leased Premises pursuant to Section 11.02, the Tenant shall do so upon
the date specified in the notice of offer to surrender accepted by the Landlord.
If the whole of the Leased Premises is required to be surrendered all rent and
other sums payable under this Lease shall be apportioned and paid to the date of
surrender. If a part of the Leased Premises is required to be surrendered, all
rent and other sums payable under this Lease which are fairly attributable to
such part shall be apportioned by the Landlord and paid to the date of surrender
of such part and Basic Rent for the remaining portion of the Leased premises not
so surrendered shall thereafter abate and become adjusted consistent with such
attribution made by the Landlord, and the Tenant shall compensate the Landlord
for the cost of partitioning off the part of the Leased Premises required to be
surrendered and providing necessary and appropriate new entrances thereto,
separate services thereto and doing all other work required to enable the part
so surrendered to become functionally separate and suitable for separate use and
occupancy. The Tenant shall be responsible for any appropriate modifications
which are necessary in the remaining portion of the Leased Premises retained by
the Tenant. The provisions of this Section 11.01 shall apply to the surrendered
part of the Leased Premises as if such part were the whole of the Leased
Premises.

## Section 11.05 - Continuing Obligations

The
Landlords consent to any assignment or sublease shall not release the
Tenant from its obligations to perform fully all the terms, covenants and
conditions of this Lease on its part to be performed. Any consent by the
Landlord to any assignment or sublease shall not be construed to mean that the
Landlord has consented or will consent to any further assignment or any other
sublease.

[INITIALS]

---

## Section 11.06 - Assignment by
Landlord

If DUNSMUIR & HORNBY LTD.  transfers  the  Development  or any  interest  in the
Development,  and to the extent that the transferee is responsible  for compliance
with the covenants and  obligations of DUNSMUIR & HORNBY LTD.  hereunder,
DUNSMUIR & HORNBY LTD. shall without further written agreement be freed and relieved of liability
with respect to such covenants and obligations.

## Section 11.07 - Disclaimer of
Head Lease

The
sub-tenant agrees with the Landlord that if the sub-tenant elects to stand in
the same position with the Landlord as though it were a direct tenant from
Landlord, then;

| | (i) | the sub-tenant shall pay to the Landlord all amounts that were outstanding and
owing to the Landlord under the terms of the Head Lease immediately prior to the
assignment or disclaimer;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the sub-tenant shall pay to the Landlord as rent for the sub-leased premises
rent at the rate and in the amounts which had been payable by the Tenant to the
Landlord under the terms of the Headlease and shall agree in writing to be bound
to the Landlord by all of the obligations of the Tenant under the Headlease;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | the term of the sub-tenant's demise shall end on the last day of the term of the
sub-lease; and
| | ----- | -----------------------------------------------------------------------------------------------

| | (iv) | the sub-tenant shall not have the benefit of any renewal or extension or other
ancillary rights or benefits contained in the Headlease.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------

The foregoing obligation shall apply notwithstanding that the premises demised to
the sub-tenant are smaller than the premises demised under the Headlease.

# ARTICLE 12
STATUS CERTIFICATES, ATTORNMENT, SUBORDINATION

## Section 12.01 - Status Certificates

The
Tenant shall at any time and from time to time execute and deliver to the
Landlord or as the Landlord may direct, a statement in writing certifying that
this Lease is unmodified and in full force and effect (or if modified, stating
the modification and stating that the same is in full force and effect as
modified), the amount of the annual rent and any other amounts then being paid
hereunder, the dates to which such rent and amounts payable hereunder have been
paid, the particulars and amounts of insurance policies on the Leased Premises
in which the interest of the Tenant is noted and whether or not there is any
existing default on the part of the Landlord of which the Tenant has notice. Any
such statement may be conclusively relied upon by any prospective purchaser or
any Mortgagee or any prospective Mortgagee save as to any default on the part of
the Landlord of which the Tenant does not have knowledge at the date thereof.

## Section 12.02 - Subordination
and Attornment

This
Lease and the rights of the Tenant hereunder shall be subject and subordinate to
all existing or future Mortgages and to all renewals, modifications,
consolidations, replacements and extensions thereof, and whenever requested by
the Landlord or Mortgagee, the Tenant shall enter into an agreement with the
Mortgagee whereby the Tenant postpones or subordinates this Lease to the
interest of say stipulated Mortgagee, and agrees that if such Mortgagee becomes
a mortgagee in possession or realizes on its security, it shall attorn to such
Mortgagee as a tenant upon all the terms of this Lease.

## Section 12.03 - Attorney

The
Tenant shall, upon request of the Landlord or the Mortgagee or any other person
having an interest in the Development, execute and deliver promptly such
instruments and certificates to carry out the intent of this Article 12 as are
requested by the Landlord. If ten (10) days after the date of a request by the
Landlord to execute any such instruments or certificates the Tenant has not
executed the same, the Tenant hereby irrevocably appoints the Landlord as the
Tenants attorney with full power and authority to execute and deliver in
the name of the Tenant any such instruments or certificates or, the Landlord
may, at its option, terminate this Lease without incurring any liability on
account thereof, and the Term hereby granted is expressly limited accordingly.

# ARTICLE 13
LIMITATION OF LIABILITIES

## Section 13.01 - Unavoidable
Delay

Except
as otherwise expressly provided in this Lease, if and to the extent that either
the Landlord or the Tenant shall be prevented, delayed or restricted in the
fulfilment of any obligation hereunder (including, without limitation, any
obligation in respect of the supply or provision of any service or utility, the
making of any repair or the doing of any work) other than the payment of rent or
other monies due by reason of Unavoidable Delay, it shall be deemed not to be in
default in the performance of such obligation and any period for the performance
of such obligation shall be extended accordingly and the other Party to this
Lease shall not be entitled to compensation for any inconvenience, nuisance or
discomfort thereby occasioned.

## Section 13.02 - Waiver

If
the Landlord shall overlook, excuse, condone or suffer any default, breach or
non-observance by the Tenant of any obligation hereunder, this shall not operate
as a waiver of such obligation in respect of any continuing or subsequent
default, breach, or non-observance, and no such waiver shall be effective unless
expressed in writing. The acceptance of rent by the Landlord from the Tenant or
any other entity will not be considered to be a waiver of a breach by the Tenant
of a term, covenant or condition of this Lease, regardless of knowledge of the
Landlord of the breach at the time of acceptance of the rent.

## Section 13.03 - No Claim for
Inconvenience

No
claim for compensation shall be made by the Tenant by reason of inconvenience,
nuisance or discomfort arising from the necessity of repair, renovation or
rebuilding of any portion of the Development.

[INITIALS]

---

## Section 13.04 - Indemnity by
Tenant

Subject
to Section 9.04, the Tenant shall indemnify and save harmless the Landlord
against any and all claims, actions, damages, losses, liabilities and expenses
in connection with the loss of life, personal injury or damage to property
arising from or out of the occupancy or use by the Tenant of the Leased Premises
or any other part of the Development, or occasioned wholly or in part by any act
or omission of the Tenant, its officers, employees, agents, customers,
contractors or ether invitees, licensees or concessionaires or by anyone
permitted by the Tenant to be on the Leased Premises, or due to or arising out
of any breach or non-performance by the Tenant of any provision of this Lease.

## Section 13.05 - Acceptance of
Leased Premises

The
tenant shall notify the Landlord of any defects in the Landlords work
relating to the Leased Premises that prevent or diminish its use of the Leased
Premises within thirty (30) days after the completion of such work, and failing
the giving of notice the Tenant will be considered for all purposes to have
accepted the Leased Premises in their then existing condition and the Landlord
will not have any further obligation to the Tenant for defects or faults
excepting:

| | (i) | latent defects which could not be discovered on a reasonable examination, and
| | --- | -----------------------------------------------------------------------------

| | (ii) | defects or faults in structural  elements  relating to the Leased  Premises not
caused by acts or omissions of the Tenant.
| | ---- | --------------------------------------------------------------------------------------------------------------------------

# ARTICLE 14
ACCESS

## Section 14.01 - Entry by
Landlord

The
Landlord and its authorized agents, employees and contractors shall be
permitted, at any time and from time to time, to enter the Leased Premises to
inspect, provide janitor services and maintenance, make repairs, alterations or
improvements to the Leased Premises or the Development or to have access to
utilities and services, and the Tenant shall not be entitled to compensation for
any inconvenience, nuisance or discomfort caused thereby; in exercising its
rights hereunder the Landlord shall use reasonable efforts to minimize
interference with the use and enjoyment of the Leased Premises by the Tenant

## Section 14.02 - Exhibiting
Leased Premises

The
Tenant will permit the Landlord or the agents of the Landlord to exhibit the
Leased Premises at all reasonable hours during the last six (6) months of the
Term to prospective tenants and all other persons having written authority from
the Landlord or the agents of the Landlord to view the Leased Premises. The
Landlord shall further have the right to enter upon the Leased Premises at all
reasonable hours during the Term for the purpose of exhibiting the Development
to any prospective purchaser or mortgagee.

# ARTICLE 15
ALTERATIONS AND ADDITIONS

## Section 15.01 - Landlords
Alterations, etc.

The Landlord, at any time and from time to time and without compensation to the Tenant, may make;

| | (i) | alterations or additions to, or change the location of, any part or parts, of
any areas and any buildings, structures, facilities and other improvements from
time to time on the Lands, other than the Leased Premises, and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | alterations  or additions  to, or change the location of, the Leased  Premises or
any  facilities in the Leased Premises; if
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| |  | (A) | the  Rentable  Area  of  the  Leased  Premises  is not  substantially  reduced
or  substantially increased; and
| |  | --- | ---------------------------------------------------------------------------------------------------------------

| |  | (B) | the Landlord makes the alterations or additions to the Leased Premises or change
of location of the Leased Premises at its expense, completes the finishing or
fixturing of Leased Premises to the standard existing before the alterations,
additions or change of location and pays the Tenants costs of moving and other
reasonable direct costs incurred by the Tenant.
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Section 15.02 - Tenants
Alterations

| | (i) | The Tenant shall not make, erect, or install any partitions (including moveable
partitions), leasehold improvements, alterations or fixtures (including trade
fixtures) in or about the Leased Premises without the prior written consent of
the Landlord. All such work shall be performed in accordance with any reasonable
conditions, regulations or design criteria set out by the Landlord and shall be
completed in a good and workman like manner, in accordance with the description
of the work approved by the Landlord, all applicable laws and the requirements
of all governmental authorities. The Tenant shall, at the time of its
application for such consent, furnish the Landlord with such plans,
specifications and designs in such detail as the Landlord may require. The
Landlord shall have the right to supervise any work done and to select or
approve (at its option) the contractors and workmen to be employed by the
Tenant. Any workmen performing the work shall have labour union affiliations
compatible with others employed by the Landlord and its contractors. If the work
proposed by the Tenant may affect the structure of the Leased Premises or any
part of the Development or any of the electrical, mechanical or base building
systems of the Development, the Landlord may elect that it be performed either
by the Landlord or its contractors, in which case the Tenant shall pay to the
Landlord as Additional Rent the costs of the Landlord relating to such work,
including any consultants fees. If the Tenant performs any work without
complying with the provisions of this Section and does not remove it upon
notice, the Landlord shall have the right to do so and to restore the Leased
Premises to their previous condition, in which case the Tenant shall pay to the
Landlord as Additional Rent the costs of such work and a supervisory fee which
is reasonable in all circumstances. All partitions, leasehold improvements,
alterations or fixtures made, erected or installed in the Leased Premises,
whether made pursuant to this Section 15.02 or otherwise, shall become the
property of the Landlord upon installation or affixation subject to the rights
and obligations of the Tenant respecting removal thereof as provided in this
Section.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | The Landlord may, by notice to the Tenant, require the removal prior to the end
of the Term (on a floor-by-floor basis), at the expense of the Tenant, of all
partitions, leasehold improvements, alterations or fixtures and the restoration
of the Leased Premises to the same condition that they were in prior to their
making, erection or installation, such work to be done by or at the direction of
the Landlord, as aforesaid.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[INITIALS]

---

| | (iii) | Subject to Subsection 15.02 (ii), upon the expiration or other termination of
this Lease, all partitions, leasehold improvements, alterations or fixtures
made, erected or installed by the Tenant (or a predecessor of the Tenant) upon
the Leased Premises (including carpeting and light fixtures) shall remain upon
and be surrendered with the Leased Premises as a part thereof and any trade
fixtures not removed by the Tenant shall be and become the property of the
Landlord, absolutely provided that if the Tenant has paid the Rent and performed
the covenants and conditions herein contained, it shall, at the end of the Term,
have the right to remove its trade fixtures but shall make good the damage
caused to the Leased Premises by their installation or removal; if the Tenant
fails to do so the Landlord shall have the right to perform such work, in which
case the Tenant shall pay the Landlord as Additional Rent the costs of such
work.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | No trade fixtures, furniture or equipment shall be removed by the Tenant from
the Leased Premises during Term except that the Tenant may remove its furniture
and equipment in the usual and normal course of its business, if excess for its
purposes, or if it is substituting new furniture and equipment.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Section 15.03 - Liens

The
Tenant shall comply with all the provisions of the Builders Lien Act and other
statutes from time to time applicable to any work done or improvements made to
the Leased Premises by or on behalf of the Tenant (including any provisions
requiring or enabling holdbacks) and shall take all steps necessary to ensure
that no lien shall attach to the Leased Premises or any part of the Development.
If any lien arises the Tenant shall immediately cause it to be discharged and
any registration thereof vacated, and if such lien shall not have been
discharged and the registration thereof vacated within a period of two (2) days
after the Landlord gives the Tenant notice requiring it to do so, the Landlord
shall be entitled to make such payment or take such action as may be necessary
or expedient to discharge such lien and the registration thereof. The Tenant
shall, forthwith on demand and as Additional Rent, indemnify and reimburse the
Landlord for any payment, cost or expense (including legal fees) incurred by the
Landlord in taking any action permitted under this Section.

# ARTICLE 16
REMEDIES OF LANDLORD ON TENANTS DEFAULT

## Section 16.01 - Remedying by
Landlord, Non-Payment and Interest

In
addition to all rights and remedies available to the Landlord by any provision
of this Lease or any applicable law, in the event of any default by the Tenant,
the Landlord 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 work or other things therein on not less than five (5) Business Days
notice to the Tenant or without notice in the event of an emergency; all
expenses of the Landlord in remedying or attempting to remedy such default shall
be payable by the Tenant to the Landlord as Additional Rent forthwith upon
demand.

## Section 16.02 - Right to Re-Enter

If and whenever:

| | (i) | the Tenant fails to pay any Rent or other sums due hereunder on the day or dates
appointed for the payment thereof (provided the Landlord first gives five (5)
days written notice to the Tenant of any such failure); or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the Tenant fails to observe or perform any other of the terms, covenants or
conditions of this Lease to be observed or performed by the Tenant (other than
the terms, covenants or conditions set out below in Sub-paragraphs (iii) to
(xii) inclusive, for which no notice shall be required) provided the Landlord
first gives the Tenant ten (10) days, or such shorter period of time as is
otherwise provided herein, written notice of any such failure to perform, and
the Tenant within such period of ten (10) days fails to commence diligently and
thereafter to proceed diligently to cure any such failure to perform; or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | the Tenant or any agent of the  Tenant  falsifies  any report  required  to be
furnished  to the Landlord pursuant to this Lease; or
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | the Tenant or any indemnifier of this Lease or any person occupying the Leased
Premises or any part thereof becomes bankrupt or insolvent or takes benefit of
any act now or hereinafter in force for bankrupt or insolvent debtors or files
any proposal or makes any assignment for the benefit of creditors or any
arrangement or compromise; or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | a receiver or a receiver and manager is appointed for all or a portion of the
Tenants property at any such indemnifiers, or occupants property; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | any steps are taken or any action or proceedings are instituted by the Tenant or
by any other party including, without limitation, any court or governmental body
of competent jurisdiction for the dissolution, winding-up or liquidation of the
Tenant or its assets; or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) | the Tenant makes a sale in bulk of any of its assets, wherever situated (other
than a bulk sale made to an assignee or sublessee pursuant to a permitted
assignment or subletting hereunder); or
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) | the Tenant abandons or attempts to abandon the Leased Premises, or sells or
disposes of the goods and chattels of the Tenant or removes them from the Leased
Premises so that there would not in the event of such sale or disposal be
sufficient goods of the Tenant on the Leased Premises subject to distress to
satisfy all Rent due or accruing hereunder for a period of at lease twelve (12)
months; or
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) | the Leased Premises become and remain vacant for a period of five (5)
consecutive days or are used by any persons other than such as are entitled to
use them hereunder; or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | the Tenant assigns, transfers, encumbers, sublets or permits the occupation or
use or the parting with or sharing possession of all or any part of the Leased
Premises by anyone except in a manner permitted by this Lease; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) | this Lease or any of the Tenant's assets are taken under any writ of execution; or
| | ---- | ----------------------------------------------------------------------------------

| | (xii) | re-entry is permitted under any other terms of this Lease, then and in every
such case the Landlord, in addition to any other rights or remedies it has
pursuant to this Lease or by law, has the immediate right of re-entry upon the
Leased Premises and it may repossess the Leased Premises and enjoy them as of
its former estate, and it may expel all persons and remove all property from the
Leased Premises, and such property may be removed and sold or disposed of by the
Landlord as it deems advisable or may be stored in a public warehouse or
elsewhere at the cost and for the account of the Tenant, all without service of
notice or resort to legal process and without the Landlord being considered
guilty of trespass or becoming liable for any loss or damage which may be
occasioned thereby.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[INITIALS]

---

## Section 16.03 - Bankruptcy of
Tenant

If
the Term or a substantial portion of the goods and chattels of the Tenant on the
Leased Premises at any time during the Term are seized or taken in execution or
attachment by a creditor of the Tenant, or if the Tenant makes an assignment for
the benefit of creditors or if a receiver-manager is appointed to control the
conduct of the business on or from the Leased Premises, or if the Tenant becomes
bankrupt or insolvent or takes the benefit of a statute now or hereafter in
force for bankrupt or insolvent debtors, or if an order is made for the winding
up of the Tenant, or if the Leased Premises, without the written consent of the
Landlord, become and remain vacant or abandoned for a period of fifteen (15)
days or are used by any other persons than those entitled to use them under the
terms of this Lease, the next ensuing three (3) months Rent immediately
will become due and payable as accelerated rent and the Landlord may re-enter
and take possession of the Leased Premises as provided herein, and this Lease,
at the option of the Landlord exercisable by written notice to the Tenant,
forthwith will become forfeited and determined. In every one of the cases above
mentioned the accelerated rent will be recoverable by the Landlord in the same
manner as the rents hereby reserved and as if rent were in arrears.

The
Tenant acknowledges and agrees that under no circumstances will it file any
notice of termination seeking to take advantage of Section 65.2 of the
Bankruptcy and Insolvency Act (Canada) as amended from time to time and
now waives any and all rights to do so. The Tenant agrees that if, in breach of
this paragraph, it files such a notice, the Landlord may, in addition to all its
other remedies, produce and rely on this paragraph in challenging the validity
of the notice in the court proceedings contemplated by Section 65.2(2) of the
Bankruptcy and Insolvency Act and the Landlord may in those or any other
proceedings apply for injunctive or other relief against the Tenant filing the
notice.

## Section 16.04 - Right to Terminate

If
and whenever the Landlord becomes entitled to re-enter 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 forthwith by leaving upon
the Leased Premises notice in writing of such termination. If such notice is
given, pursuant to this or any other provision of this Lease, this Lease and the
Term shall terminate. Basic Rent and any other payments for which the Tenant is
liable under this Lease shall be computed, apportioned and paid in full to the
date of such termination, and the Tenant shall immediately deliver up possession
of the Leased Premises to the Landlord.

## Section 16.05 - Right to Re-Let

If
the Landlord re-enters pursuant to the provisions of either this Lease or any
applicable law, it may either terminate this Lease or it may from time to time
without terminating the Tenants obligations under this Lease, make any
alterations and repairs considered by the Landlord necessary to facilitate a
re-letting, and re-let the Leased Premises or any part thereof as agent of the
Tenant for such term or terms and at such rental or rentals and upon such other
terms and conditions as the Landlord, in its reasonable discretion, considers
advisable. Upon each re-letting, all Rent and other monies received by the
Landlord from the re-letting will be applied:

| | (i) | to the payment of indedtedness other than rent due hereunder from the Tenant to
the Landlord;
| | --- | ---------------------------------------------------------------------------------------------

| | (ii) | to the payment of costs and expenses of the  re-letting  including  brokerage fees
and legal fees and costs of the alterations and repairs; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | to the payment of Rent due and unpaid hereunder.
| | ----- | ------------------------------------------------

The residue, if any, will
be held by the Landlord and applied in payment of future Rent as it becomes due
and payable. If the rent received from the re-letting during a month is less
than the rent to be paid during that month by the Tenant, the Tenant shall pay
the deficiency to the Landlord. The deficiency will be calculated and paid
monthly. No re-entry by the Landlord will be construed as an election on its
part to terminate this Lease unless a written notice of that intention is given
to the Tenant. Despite a re-letting without termination, the Landlord may elect
at any time to terminate this Lease for a previous breach. If The Landlord
terminates this Lease for any breach, in addition to other remedies it may have,
it may recover from the Tenant all damages it incurs by reason of the breach,
including the cost of recovering the Leased Premises, reasonable legal fees and
the worth at the time of termination of the excess, if any, of the amount of
rent and charges equivalent to rent reserved in this Lease for the remainder of
the Term, over the then reasonable rental value of the Leased Premises for the
remainder of the Term, all of which amounts shall be immediately due and payable
by the Tenant to the Landlord.

## Section 16.06 - 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, and the
express provisions hereunder as to certain rights and remedies are not to be
interpreted as excluding any other or additional rights and remedies available
to the Landlord by statute or the general law.

## Section 16.07 - Waiver of
Exemption from Distress

The
Tenant hereby agrees with the Landlord that notwithstanding anything contained
in the Rent Distress Act (British Columbia) or the Commercial Tenancy Act
(British Columbia) or any other Statute subsequently passed to take the place of
or amend these said Acts, none of the goods and chattels of the Tenant at any
time during the continuance of the Term hereby created on the Leased Premises
shall be exempt from levy by distress for Rent in arrears by the Landlord as
provided for by any Section or Sections of the said Acts or any amendments
thereto, and that if any claim is made for such exemption by the Tenant or if a
distress is made by the Landlord, this covenant and agreement may be pleaded as
an estoppel against the Tenant in any action brought to test the right to the
levying upon any such goods as are named as exempted in any Sections of the said
Acts or any amendments thereto; the Tenant waiving, as it hereby does, all and
every benefit that could or might have accrued to the Tenant under and by virtue
of any Sections of the said Acts, or any amendments thereto but for this
covenant.

## Section 16.08 - Removal of
Chattels

In
case of removal by the Tenant of the goods and chattels of the Tenant from the
Leased Premises, the Landlord may follow same for thirty (30) days in the same
manner as provided for in the Commercial Tenancy Act (British Columbia).

# ARTICLE 17
ENVIRONMENTAL MATTERS

## Section 17.01 - Restriction
on Contaminants

The
Tenant shall not use or permit to be used the leased premises or any part
thereof for Contaminant Dealings except if approved by the Landlord in writing,
at its sole discretion (which approval may be withdrawn at any date
notwithstanding any provision of this Lease), and whenever such approval is
given, the Tenant shall attend to such Contaminant Dealings in accordance with
the written directions of and conditions imposed by the Landlord.

[INITIALS]

---

## Section 17.02 - Compliance
with Environmental Laws

The
Tenant shall promptly and strictly comply with and conform to the requirements
of all Environmental Laws at any time or from time to time in force, together
with any requirements of the Landlords insurer, regarding any Contaminant
Dealings on, in, under or from the leased premises.

## Section 17.03 - Access by Landlord

The
Tenant shall permit the Landlord to enter the leased premises at all reasonable
times to verify the absence of any Contaminants in, on or under the leased
Premises and the Tenants compliance with this Article to examine any goods
in or at the leased premises, and to take such steps as the Landlord may deem
necessary for the safety and preservation of the leased premises. No such entry
shall constitute an eviction or breach of the Landlords covenant for quiet
enjoyment or entitle the Tenant to any abatement in rent.

## Section 17.04 - Notice to Landlord

The Tenant shall promptly notify the Landlord in writing of:

| | 1. | the  existence  of
any  Contaminants  in, on or under the leased  premises  or any part  thereof,
except as expressly approved by the Landlord in writing pursuant to this Article;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | the  existence  of
the existence of any  Contaminants  or any  occurrence or condition on the leased
premises which could subject the Tenant or the Landlord to any fines,  penalties,
orders or  proceedings  under Environmental Laws;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | any enforcement,
order, investigation,  litigation or other governmental,  regulatory,  judicial
or  administrative  action  instituted,  contemplated  or  threatened  against  the Tenant or the
leased premises pursuant to Environmental Laws; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | all claims, actions,
orders or investigations, made or threatened by any third
party against the Tenant or the leased premises relating to damage,
contribution, cost recovery, compensation, loss or injuries resulting from any
Contaminants brought onto or created on the leased premises by the Tenant or its
employees, agents, contractors, subtenants, licensees or invitees or arising
from the use or occupation of the leased Premises hereunder or the exercise of
the Tenants rights hereunder, or any breach of any Environmental Laws arising
from any of the foregoing.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Section 17.05 - Removal of
Contaminant

The
Tenant shall, promptly at its own cost and at the Landlords request from
time to time, remove any said all Contaminants from the leased premises and
remediate any contamination of the leased premises or any other lands resulting
from the Contaminants brought onto or created on the leased premises by the
Tenant or its employees, agents, contractors, subtenants, licensees or invitees
or arising from the use or occupation of the leased premises hereunder or the
exercise of the Tenants right hereunder in accordance with Environmental
Laws. On termination of this Lease, the Tenant shall leave the Leased Premises
free from any and all Contaminants brought onto or created on the leased
Premises by the Tenant or its employees, agents, contractors, subtenants,
licensees or invitees or resulting from the use or occupation of the leased
premises hereunder or the exercise of the Tenants rights hereunder.

## Section 17.06 - Ownership of
Contaminants

If
the Tenant shall bring or create upon the leased premises any Contaminants then,
notwithstanding any rule of law to the contrary, such Contaminants shall be and
remain the sole and exclusive property of the Tenant and shall not become the
property of the Landlord, notwithstanding the degree of affixation of the
Contaminants or the goods containing the Contaminants to the leased premised and
notwithstanding the expiry or earlier termination of this Lease. This Section
supersedes any other provision of this Lease to the contrary.

## Section 17.07 - Indemnity

The
Tenant shall indemnity and save harmless the Landlord and its directors,
officers, employees, agents, successors and assigns, from any and all
liabilities, actions, damages, claims, losses, costs and expenses whatsoever
(including without limitation, the full amount of all legal fees, costs, charges
and expenses and the costs of removal treatment, storage and disposal of
Contaminants and remediation which may be paid by, incurred by or asserted
against the landlord of its directors, officers, employees, agents, successors
or assigns under, or the escape, seepage, leakage, spillage, discharge, emission
or other release of any Contaminants from, any part of the leased premises into
the environment including without limitation into or upon any real or personal
property or the atmosphere.

## Section 17.08 - Survival of
Tenants Obligations

The
obligations of the Tenant under this Article relating to Contaminants
(including, without limitation, the Tenants obligation regarding
remediation and its indemnity) shall survive the expiry or earlier termination
of this Lease.

# ARTICLE 18
MISCELLANEOUS

## Section 18.01 - Notices

Any
notice, statement or request herein required or permitted to be given by either
Party to the other shall be in writing and shall be deemed to have been
sufficiently and effectually given if signed by or on behalf of the Party giving
the notice and delivered or mailed by registered prepaid post,

| | (i)  | in the case of notice to the Landlord, to it at:                                                            
| | ---- | ------------------------------------------------------------------------------------------------------------
| |      | Suite 550
                  300 West Pander Street
                  Vancouver, BC
                  V6C 2V6
| | (ii) | in the case of notice to the Tenant, to it at the Leased Premises.                                          

Any such notice given as
aforesaid shall be conclusively deemed to have been given, if delivered, on the
first Business Day following the date of such delivery, or if mailed, on the
fifth Business Day following the date of such mailing. The Landlord may from
time to time, by notice to the Tenant, change the address to which notices are
to be given. During any interruption, threatened interruption or substantial
delay in postal services, such notice shall be delivered or sent by Facsimile
addressed as aforesaid.

[INITIALS]

---

## Section 18.02 - Registration
of Lease

Neither
the Tenant nor anyone on the Tenants behalf shall register this Lease or
any other instrument pertaining to this Lease against the Lands, nor shall
anyone require this Lease to be in a form registrable under the Land Title Act
(British Columbia).

## Section 18.03 - Acceptance

The
Tenant hereby accepts this lease and premises described herein to be held by it
as tenant, and subject to the conditions, restrictions and covenants above set
forth.

IN WITNESS WHEREOF the
Parties hereto have executed this Lease under seal

DUNSMUIR & HORNBY LTD.   
             
         
  PIVOTAL CORPORATION
Per:     [SIGNATURE ILLEGIBLE]   
         
  Per:    
  [SIGNATURE ILLEGIBLE]Per:     
             
 Per:       [SIGNATURE ILLEGIBLE]

[INITIALS]

---

[GRAPHIC OMITTED]

This is Schedule "A" to a
Lease Agreement between Dunsmuir & Hornby Ltd. & Pivotal Corporation, dated
August 18, 2000.

[INITIALS]

---

[GRAPHIC OMITTED]

This is Schedule "B" to a
Lease Agreement between Dunsmuir & Hornby Ltd. & Pivotal Corporation, dated
August 18, 2000.

[INITIALS]

---

SCHEDULE "C"
RULES & REGULATIONS

1.     The Tenant shall keep
the Leased Premises tidy and free from rubbish which shall be deposited in
proper receptacles which are either designated by the Landlord or clearly
intended for waste.

2.     No cooking or
preparation of food shall be permitted in the Leased Premises and no electrical
apparatus likely to cause overloading of electrical circuits shall be used
therein. No tenant shall cause or permit any unusual or objectionable odors to
be produced upon or emanate from the premises.

3.     The Tenant shall not use
or permit the use of the Leased Premises in such manner as to create any
objectionable noises, odours or other nuisance or hazard or to breach the
provisions of any municipal by-law or other lawful requirement applicable
thereto or any requirement of the insurers of the Development.

4.     No heavy equipment or
safe shall be moved by or for the Tenant except with the prior written consent
of the Landlord, which may be arbitrarily withheld. Such equipment shall be
moved upon the appropriate steel-bearing plates, skids, or platforms, subject
always to direction by the Landlord, and shall take place at such times and by
such persons as the Landlord shall have approved.

5.     The entrances, lobbies,
elevators, staircases and other facilities of the Development shall be used only
for access to the Leased Premises and other parts of the Development, the Tenant
shall not obstruct or misuse such facilities, or permit them to be obstructed or
misused by its agents, employees, invitees or others under its control.

6.     The Tenant shall not
misuse or damage the Leased Premises or any of the improvements or facilities
therein, or deface or mark any walls or other parts of the Leased Premises, or
drive nails, spikes, hooks or screws into the walls or woodwork of the Leased
Premises or any other part of the Development.

7.     No fixtures, freight or
bulky matter shall be moved in or out of the Leased Premises or carried on the
elevators of the Development except during such hours as the Landlord shall have
approved. Hand trucks and similar appliances shall be equipped with rubber tires
and outer safeguards approved by the Landlord and shall be used only by prior
arrangement with the Landlord.

8.     The Tenant shall not
perform, patronize or permit any canvassing, soliciting or peddling in the
Development, shall not install in the Leased Premises any machines vending or
dispensing refreshment or merchandise (except with the prior written consent of
the Landlord) and shall not permit food or beverages to be brought to the Leased
Premises except by such means, at such times, and by such persons as have been
authorized by the Landlord.

9.     No person shall use the
Leased Premises for sleeping apartments or residential purposes, or for the
storage of personal effects or articles other than those required for business
purposes.

10.     The Tenant shall permit
and facilitate the entry of the Landlord, or those designated by it, into the
Leased Premises for the purpose of inspection, repair and other proper purposes,
and shall not obstruct access to main header ducts, janitor and electrical
closets and other necessary means of access to mechanical, electrical and other
facilities. The Tenant shall not place any additional locks or other security
devices upon any doors of the Leased Premises without the prior written approval
of the Landlord, which may be arbitrarily withheld or granted on a conditional
basis.

11.     The Tenant shall refer
to the Development only by the name from time to time designated by the
Landlord, and shall use such name only for the business address of the Leased
Premises and not for any promotional or other purposes.

12.     The Landlord may
require that at any time other than Business Hours all or any persons entering
and leaving the Development identify themselves and register in the manner
prescribed by the Landlord for the purpose, may prevent any person from entering
the Leased Premises unless provided with a key thereto and a pass or other
authorization from the Tenant in a form satisfactory to the Landlord, and may
prevent any person removing any goods therefrom without written authorization.
The Landlord may institute a photo-identification security system in which case
identification cards may be obtained from the Landlord at the expense of the
Tenant.

13.     The Tenant shall
receive, ship and take delivery of and allow and require suppliers and others to
deliver and take delivery of supplies, fixtures, equipment and furnishings only
through the appropriate service and delivery facilities provided in the
Development, and subject to such further regulations as the Landlord may from
time to Time impose.

14.     The Tenant shall not
interfere with any window coverings installed upon exterior windows, and shall
close such window coverings during such hours from dusk to dawn as the Landlord
may require, and shall not install or operate any interior drapes that will
interfere with the exterior appearance or the climate control system of the
Development.

15.     If an emergency
situation shall exist because of fire, explosion or other hazard, or the threat
thereof, the Tenant and its agents, servants, contractors, invitees and
employees shall, if requested by the Landlord, the Fire Department or the
police, vacate the Building forthwith in the manner prescribed by the Fire
Department.

16.     The Leased Premises
shall not be used for storage of any inflammable, explosive or dangerous
materials or for any purpose which may in any way increase the risk of fire or
obstruct or interfere with the rights of other occupants of the Building or
violate or be at variance with any laws or regulations of any governmental or
regulatory authority.

17.     No musical instruments
or sound producing equipment or amplifiers which may be heard outside the Leased
Premises shall be played or operated on the Leased Premises.

18.     The water closets and
other water apparatus shall not be used for any purpose other than those for
which they were constructed, and no sweepings, rubbish, rags, ashes or other
substances shall be thrown therein. The Tenant shall be responsible for any
damage resulting from misuse caused by it or by its agents, servants, employees,
licensees or invitees. The Tenant shall not let the water run unless it is in
actual use.

19.     The Tenant shall give
the Landlord prompt written notice of any accident which occurs upon any part of
the Development or any defect in the Development, including the Common Areas or
the facilities and systems serving the Building.

20.     These rules and
regulations, together with all reasonable amendments, deletions and additions,
are not necessarily of uniform application, but may be waived in whole or in
part in respect of other tenants of the Development without affecting their
enforceability with respect to the Tenant and the Leased Premises, and may be
waived in whole or in part with respect to the Leased Premises without waiving
them as to future application to the Leased Premises. The imposition of such
rules and regulations shall not create or imply any obligation of the Landlord
to enforce them or create any liability of the Landlord for their
non-enforcement.

21.     
No animals or birds  shall be brought  onto any part of the land or  building  without  the consent of the
Landlord.

22.     
No bicycles or vehicles shall be brought into or kept in or about the building or the premises.

23.     In the event that the
Tenant wishes at any time to utilize the services of a telephone or
telecommunications provider whose equipment is not then servicing the Building,
no such provider shall be permitted to install its lines or other equipment
within the Building without first securing the prior written approval of the
Landlord. Landlords approval shall not be deemed any kind of warranty or
representation by Landlord, including, without limitation, any warranty or
representation as to the suitability.

24.     
Smoking is not permitted within the building or at the front main entrance.

[INITIALS]

---

SCHEDULE "D"
SPECIAL PROVISIONS

Attached hereto and forming
a part of a lease between Dunsmuir & Hornby Ltd. and Pivotal Corporation
dated this 18th day of August, 2000, and to be initialled by both parties.

|Deposit | A security deposit in the amount of Forty Thousand Five Hundred Nine Dollars and
Thirteen Cents including GST (540,509.13) has been paid by the Tenant to the
Landlord as partial consideration for the execution of this Lease, and such
deposit shall be held by the Landlord, without liability for interest, as
security for the faithful performance by the Tenant of all the terms, covenants
and conditions of this Lease, and if at any time during the Term the Rent,
Taxes, Operating Costs or other charges properly made by the Landlord hereunder
are overdue and unpaid, then the Landlord may at its option apply any portion of
such security deposit toward the payment of such overdue Rent, Taxes, Operating
Costs or other charge without thereby limiting or excluding any other rights
which the Landlord may have hereunder or at law, and if such security deposit is
not so applied during the Term than such sum shall be applied towards Rent,
Taxes and Operating Costs for the last two (2) months of the Term. In the event
the entire security deposit or any portion thereof is applied towards a default
by the Landlord, such sum as is sufficient to restore the security deposit to
the amount that would have been held by the Landlord if it had not been applied
towards a default, shall be paid by the Tenant to the Landlord forthwith.
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Option toExtend | The Landlord will
grant Pivotal Corporation an option to extend their lease of
the 4th and 6th floor premises for a period of between one to five months from
April 30, 2002 by providing six (6) months prior written notice to the Landlord
stating the number of months of extension period they will require. Such
extension period shall be at the same terms as the Lease for the 6th floor
premises less the leasing commission.
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Parking | The Landlord shall provide
the Tenant with three (3) parking stalls at the
prevailing monthly rate which is presently $195.00 per reserved stall per month.
The rental for stalls is subject to adjustment to prevailing rates by the
Landlord from time to time.
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[INITIALS]