UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[ X ]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                          For the quarterly period ended: June 30, 2000
                                                         ---------------------


[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                          For the transition period from _________ to __________

                          Commission file number:      000-27407
                                                 -------------------------------

                        DELTA CAPITAL TECHNOLOGIES, INC.
                        ---------------------------------
          (Exact name of small business issuer as specified in charter)


              Delaware                                     98-018770
---------------------------------------------  ---------------------------------
(State of Other jurisdiction of incorporation  (IRS Employer Identification No.)
               or organization)


         Suite 255, 999-8th Street, SW, Calgary, Alberta T2R 1J5 Canada
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (403) 244-7300
                    ------------------------------------------
                           (Issuer's telephone number)


         --------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


      The number of shares of the Registrant's common stock par value $0.001 per
share (the "Common  Stock"),  outstanding  as of August 14, 2000 was  15,701,254
shares.


   Transitional Small Business Disclosure Format (check one): Yes ______ No X
                                                                           ---



<PAGE>



                         PART 1 - FINANCIAL INFORMATION

ITEM 1.  Financial Statements.




                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                       June 30, 2000 and December 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                     June 30,               December 31,
                                                                                       2000                     1999
                                                                               -------------------     --------------------

              ASSETS

<S>                                                                            <C>                     <C>
Current Assets
     Cash                                                                      $               -       $                351
     Accounts Receivable - affiliate                                                       954,042                   82,041
     Accounts Receivable                                                                   213,850
                                                                               -------------------     --------------------

              Total current assets                                                       1,167,892                   82,392


Fixed Assets, net of accumulated
     depreciation of $4,830 and $76                                                         40,586                      488


Other Assets
     Investment, net of accumulated
        amortization of $902,778 and $486,111                                            1,597,222                2,013,889
     Goodwill, net of accumulated
        amortization of $209,457                                                           802,919                      -
     Marketing License, net of accumulated
        amortization of $12,200 and $6,569                                                  21,585                   27,216
     Capitalized Development Costs                                                         609,238                      -
                                                                               -------------------     --------------------
                                                                                         3,030,964                2,041,105
                                                                               -------------------     --------------------
                                                                               $         4,239,442     $          2,123,985
                                                                               ===================     ====================



              LIABILITIES AND SHAREHOLDERS' EQUITY


Current Liabilities
     Checks issued in excess of cash in banks                                  $            30,272     $                -
     Accounts Payable                                                                      249,991                   40,912
     Accrued Liabilities                                                                    42,313                      -
     Notes Payable                                                                          25,408                  214,619
                                                                               -------------------     --------------------
              Total current liabilities                                                    347,984                  255,531


Shareholders' Equity
     Common stock, $.001 par value, 25,000,000 shares authorized;
        14,951,254 and 13,800,000 issued and outstanding                                    14,951                   13,800
     Additional paid-in capital                                                          4,926,518                2,546,407
     Deficit accumulated during the development stage                                   (1,050,011)                (691,753)
                                                                               -------------------     --------------------
                                                                                         3,891,458                1,868,454
                                                                               -------------------     --------------------
                                                                               $         4,239,442     $          2,123,985
                                                                               ===================     ====================
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       2

<PAGE>



                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three and Six Months Ended June 30, 2000 and 1999 and
           the Period from March 4, 1998 (Inception) to June 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                                                      Total
                                                                                                                   Accumulated
                                                                                                                   During the
                                                                                                                   Development
                                                                                                                      Stage
                                                  Three months ended                 Six months ended               (March 4,
                                           -------------------------------   --------------------------------        1998 to
                                               June 30,         June 30,         June 30,         June 30,           June 30,
                                                 2000             1999             2000             1999              2000)
                                           ---------------- ---------------- ---------------- ---------------- -------------------

<S>                                        <C>              <C>              <C>              <C>              <C>
Revenue                                    $      245,064   $      -         $      408,823   $      -         $         408,823

Expenses
    General and administrative                    (71,842)          (2,194)        (113,292)         (20,289)           (307,255)
    Goodwill amortization                        (104,728)         -               (209,457)         -                  (209,457)
    Investment amortization                      (208,333)         -               (416,666)         -                  (902,777)
    License agreement amortization                 (2,815)         -                 (5,630)         -                   (12,199)
    Interest expense                              (13,336)         -                (22,036)         -                   (27,146)
                                           ---------------  ---------------  ---------------  ---------------  ------------------
    Total expenses                               (401,054)          (2,194)        (767,081)         (20,289)         (1,458,834)
                                           ---------------  ---------------  ---------------  ---------------  ------------------
              Net loss                     $     (155,990)  $       (2,194)  $     (358,258)  $      (20,289)  $      (1,050,011)
                                           ---------------  ---------------  ---------------  ---------------  ------------------
Basic and diluted loss per share           $        (0.01)  $         0.00   $        (0.02)  $         0.00   $           (0.10)
                                           ===============  ===============  ===============  ===============  ==================
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       3

<PAGE>



                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A Development Stage Company)

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
         For the Period From March 4, 1998 (Inception) to June 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>



                                                                              Common Stock                  Additional
                                                                   -----------------------------------       Paid-in
                                                                        Shares            Amount             Capital
                                                                   -----------------  ----------------  ------------------
<S>                                                                      <C>          <C>               <C>
Balance, March 4, 1998                                                            -   $             -   $             -

Issuance of common stock for services (March 1998)                          800,000               800              (593)

Issuance of common stock for cash (June 1998)                             8,000,000             8,000            52,000

Net loss for the period
                                                                   -----------------  ----------------  ------------------

Balance, December 31, 1998                                                8,800,000             8,800            51,407

Issuance of common stock (September 1999)                                 5,300,000             5,300         2,496,692

Cancellation of common stock (December 1999)                               (300,000)             (300)           (1,692)

Net loss for the year
                                                                   -----------------  ----------------  ------------------

Balance, December 31, 1999                                               13,800,000   $        13,800   $     2,546,407

Issuance of common stock in exchange for
    Matridigm Corporation (January 2000)                                    500,000               500           999,500

Issuance of common stock for cash (February 2000)                            26,000                26            51,974

Issuance of common stock for cash (March 2000)                              200,000               200           341,800

Issuance of common stock for cash (March 2000)                               62,500                62           124,938

Issuance of common stock for cash (May 2000)                                226,000               226           451,774

Issuance of common stock for repayment of debt (June 2000)                  136,754               137           410,125



Net loss for the period
                                                                   -----------------  ----------------  ------------------
Balance, June 30, 2000                                                   14,951,254   $        14,951   $     4,926,518
                                                                   =================  ================  ==================
</TABLE>



<TABLE>
<CAPTION>

                                                                        Deficit
                                                                      Accumulated
                                                                      During the
                                                                      Development
                                                                         Stage              Total
                                                                   -----------------  ----------------

<S>                                                                <C>                <C>
Balance, March 4, 1998                                             $              -   $             -

Issuance of common stock for services (March 1998)                                                207

Issuance of common stock for cash (June 1998)                                                  60,000

Net loss for the period                                                     (39,281)          (39,281)
                                                                   -----------------  ----------------

Balance, December 31, 1998                                                  (39,281)           20,926

Issuance of common stock (September 1999)                                                   2,501,992

Cancellation of common stock (December 1999)                                                   (1,992)

Net loss for the year                                                      (652,472)         (652,472)
                                                                   -----------------  ----------------

Balance, December 31, 1999                                         $       (691,753)  $     1,868,454

Issuance of common stock in exchange for
    Matridigm Corporation (January 2000)                                                    1,000,000

Issuance of common stock for cash (February 2000)                                              52,000

Issuance of common stock for cash (March 2000)                                                342,000

Issuance of common stock for cash (March 2000)                                                125,000

Issuance of common stock for cash (May 2000)                                                  452,000

Issuance of common stock for repayment of debt (June 2000)                                    410,262



Net loss for the period                                                    (358,258)         (358,258)
                                                                   -----------------  ----------------
Balance, June 30, 2000                                             $     (1,050,011)  $     3,891,458
                                                                   =================  ================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>



                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A Development Stage Company)

                       CONSOLIDATED STATEMENT OF CASH FLOW
               For the Six Months Ended June 30, 2000 and 1999 and
           the Period from March 4, 1998 (Inception) to June 30, 2000
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                                                      Total
                                                                                                                   Accumulated
                                                                                                                    During the
                                                                                                                   Development
                                                                                                                      Stage
                                                                                                                    (March 4,
                                                                                                                     1998 to
                                                                          June 30,            June 30,               June 30,
                                                                            2000                1999                   2000)
                                                                    -------------------  ------------------   ---------------------
<S>                                                                 <C>                  <C>                  <C>
Cash Flows From Operating Activities
     Net loss                                                       $         (358,258)  $         (20,289)   $         (1,050,011)
     Adjustments to reconcile net loss to net
        cash used in operating activities
        Depreciation                                                             4,754            -                          4,830
        Amortization                                                           631,753            -                      1,124,433
        Increase in accounts payable                                           209,079            -                        249,991
        Increase in accrued liabilities                                         42,313            -                         42,313
        Increase in accounts receivable                                     (1,085,851)           -                     (1,167,892)
                                                                    -------------------  ------------------   ---------------------

               Net cash used in operating activities                          (556,210)            (20,289)               (796,336)


Cash Flows From Investing Activities
     Capitalized development costs                                            (609,238)           -                       (609,238)
     Purchase of marketing license                                                                -                        (33,785)
     Purchase of office equipment and leasehold improvements                   (44,852)           -                        (45,416)
                                                                    -------------------  ------------------   ---------------------

               Net cash used in investing activities                          (654,090)                  0                (688,439)


Cash Flows From Financing Activities
     Proceeds from loans                                                       208,677            -                        423,503
     Proceeds from issuance of common stock                                    971,000            -                      1,031,000
                                                                    -------------------  ------------------   ---------------------

               Net cash provided by financing activities                     1,179,677                   0               1,454,503
                                                                    -------------------  ------------------   ---------------------

               Net increase (decrease) in cash                                 (30,623)            (20,289)     #          (30,272)


Cash, beginning of period                                                          351              20,926                       0
                                                                    -------------------  ------------------   ---------------------

Cash, end of period                                                 $          (30,272)  $             637    $            (30,272)
                                                                    ===================  ==================   =====================
</TABLE>


No cash payments for interest or income taxes have been made.



   The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>




                        DELTA CAPITAL TECHNOLOGIES, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               For the Six Months Ended June 30, 2000 (Unaudited)

Note 1.    Basis of Presentation

The interim period consolidated  financial  statements  contained herein include
the accounts of Delta Capital Technologies,  Inc. and The Matridigm Corporation,
its wholly-owned subsidiary (the "Company").

The interim period consolidated  financial  statements have been prepared by the
Company  pursuant  to the  rules  and  regulations  of the U.S.  Securities  and
Exchange  Commission (the "SEC").  Certain  information and footnote  disclosure
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
SEC rules and regulations.  The interim period consolidated financial statements
should be read together with the audited  consolidated  financial statements and
accompanying notes included in the Company's latest annual report on Form 10-KSB
for the fiscal year ended December 31, 1999. In the opinion of the Company,  the
unaudited   consolidated  financial  statements  contained  herein  contain  all
adjustments  necessary to present a fair statement of the results of the interim
periods presented.

Note 2.    Summary of Significant Accounting Policies

Acquisition of A Company
------------------------

Effective  January 1, 2000, the Company acquired 100% of the outstanding  shares
of common stock of The Matridigm  Corporation  ("Matridigm"),  a privately  held
marketing and communications  company in Calgary,  Alberta. This acquisition has
been  accounted  for  under  the  purchase  method.  As  consideration  for this
acquisition, the Company issued 500,000 shares of its own common stock, warrants
which  entitle  the  seller to  acquire  490,000  shares of common  stock of the
Company  at $2.00 per share,  and a cash  payment  of  $69,286.  The cost of the
acquisition totaled $1,069,286. In connection with this acquisition, the Company
has recorded  $1,012,376 of goodwill,  which is being  amortized over 29 months,
its estimated useful life.

From and  after  January  1,  2000,  the  Company's  consolidated  statement  of
operations includes the revenue and expenses of Matridigm. Combining Matridigm's
operating  results  for the six  months  ended  June 30,  1999 with those of the
Company results in the following pro forma data:

                     Revenue                        $ 611,289
                     Expenses                         565,364
                                                    ---------
                     Net Income                     $  35,925
                                                    =========
                     Income per Share               $    0.00
                                                    =========
Earnings Per Share
------------------

Basic earnings per share is computed by dividing income (loss) for the period by
the  weighted  average  number of shares of common  stock  outstanding  during a
period.  Diluted  earnings per share takes into


                                       6



<PAGE>



consideration shares of common stock outstanding  (computed under basic earnings
per share) and potentially  dilutive common shares.  The weighted average number
of shares was  14,535,157  and  8,800,000 for the six months ended June 30, 2000
and June 30, 1999, respectively. The weighted average number of shares of common
stock was 9,938,241 for the period from March 4, 1998 to June 30, 2000.

Capitalized Development Costs
-----------------------------

The Company's product reached the stage of technological  feasibility as defined
by Statements of Financial  Accounting  Standards  ("SFAS") No. 86 on January 1,
2000.  Accordingly,  all product  development costs prior to that date have been
charged to expense and all product  development  costs  subsequent  to that date
have been included in capitalized development costs.

Subsequent Event
----------------

Subsequent  to the quarter  ended June 30, 2000,  management  arranged a private
placement  financing  pursuant to Regulation S under the Securities Act of 1933,
as amended, pursuant to which it issued, or will issue, 500,000 shares of common
stock for net  proceeds in the amount of  $500,000  and  anticipates  issuing an
additional  500,000  shares of common  stock for net  proceeds  in the amount of
$500,000 in the near future. Management continues to monitor the capital markets
and believes  that is will be able to raise  sufficient  capital to continue the
Company's progress. Management also continues to work with interested parties to
secure funding, primarily through equity financing, but will also participate in
industry  standard  software/hardware  vendor financing  programs as they become
available  to the  Company on terms  which the  Company's  management  considers
reasonable.  However,  no  assurance  can  be  given  that  Delta  Capital  will
successfully consummate any further financings or that, if consummated, any such
further financing would be consummated on terms favorable to the Company.




                                       7



<PAGE>



ITEM 2.  Management's Discussion and Analysis or Plan Of Operation.

           This Quarterly Report contains forward-looking  statements within the
meaning of Section 27A of the  Securities  Act and Section 21E of the Securities
Exchange  Act.  Words  such as  "expects,"  "anticipates,"  "intends,"  "plans,"
"believes," "seeks," "estimates," and other similar expressions or variations of
such  words  are  intended  to  identify   these   forward-looking   statements.
Additionally,  statements  concerning  future matters such as the development of
new products, enhancements or technologies,  possible changes in legislation and
other   statements   regarding   matters  that  are  not  historical   fact  are
forward-looking   statements.   Forward-looking  statements  involve  risks  and
uncertainties.  Actual results could differ  materially  from those projected in
the forward-looking  statements.  Factors that could cause or contribute to such
differences include, but are not limited to, availability of financial resources
adequate for short-,  medium- and long-term  needs,  demand for our products and
services and market acceptance, as well as those factors discussed in this "ITEM
2. Management's  Discussion and Analysis or Plan of Operations" and elsewhere in
this Quarterly Report.

Mid-Point
---------

At mid year,  Delta  Capital  Technologies,  Inc.  ("Delta  Capital")  is at the
mid-point  of its  transition  from  being an "early  stage"  company to a fully
operational  corporation with a complete set of products and services. From June
1, 1999, when Delta Capital acquired the worldwide license to the relBUILDER(TM)
technology that is critical to its e-Commerce/e-Business  software,  through the
quarter  ended June 30, 2000,  Delta  Capital has made  significant  progress in
developing and taking to market its innovative product and services offering.

--------------------------------------------------------------------------------
Highlights at mid-year include:
o    Product Development
     o     Completion of v2 of the  relBUILDER(TM)i-Suite of electronic business
           tools;
     o     Continued  progress toward a mid-September  2000 market launch of the
           Enterprise Edition, a fully scalable e-Commerce/e-Business mid-market
           solution;
o    Marketing launches:
     Launch of two major products:
     o     The Merchant Edition - aimed at small to medium sized businesses that
           want to capitalize on the growing use of the Internet for business to
           consumer (B2C) transactions;
     o     The  Business  Edition  - a more  robust  product,  designed  to take
           businesses  that already  utilize the  Internet to  establish  online
           business to business (B2B) trading communities.
o    Sales Development:
     o     US National sales office established in Austin,  Texas, with branches
           in Baltimore, Maryland and Orange County, California
     o     Canadian  sales  offices in  Vancouver,  British  Columbia;  Calgary,
           Alberta and Toronto, Ontario
o    Customer service:
     o     Implementation of 24 hour x 7 day customer support services
     o     Continued development of training and support materials
--------------------------------------------------------------------------------

Modest Revenues
---------------

Delta Capital  continues to forecast  modest revenues in 2000 with a substantial
growth  starting in the first  quarter of 2001 as effects of its  marketing  and
promotional  activities  combine with deployment of sales personnel as per plan.
Revenue  for the  first  six  months  of 2000 are as per plan  and  amounted  to
$408,823 as compared to no revenues in the comparable period a year earlier. Net
loss for the six months was  $358,258  as  compared  to $20,298 in the  pervious
year.  Delta  Capital  continues to focus its efforts on  exploiting  the middle
market - the "gap" between large-scale e-Commerce/e-Business solutions providers
and the small-scale "off the shelf" solutions - for its future success.



                                       8



<PAGE>



Continued Fund Raising
----------------------

Delta Capital will continue to require  additional  working  capital  during the
next  two  quarters  of  2000  to  be  successful  in  its  planned  activities.
Continuation of Delta Capital as a going concern is dependent upon obtaining the
necessary working capital.  Management  continues to monitor the capital markets
and is confident  that it will be able to raise  sufficient  capital to continue
Delta  Capital's  operations  and  progress.  Net  cash  provided  by  financing
activities to June 30, 2000 amounted to $1,179,677. Subsequent to the end of the
second quarter,  management arranged a private placement financing that will net
Delta  Capital  $1  million,  $500,000  of  which  has  been  received  to date.
Management  continues  to  work  with  interested  parties  to  secure  funding,
primarily  through  equity  financing,  but will also  participate  in  industry
standard software/hardware vendor financing programs as they become available to
Delta  Capital.  However,  no  assurance  can be given that Delta  Capital  will
successfully  consummate any further  financings or that such further financings
will be pursuant to terms which are favorable to the Company.

Strengthened Management
-----------------------

Delta Capital  continued to strengthen  its  management  team. On July 24, 2000,
Delta Capital entered into an employment  agreement with Mr. Lawrence Tombari as
interim Chief  Financial  Officer with the intent that over a 90-day period both
parties  will agree to a  permanent  executive  position  for Mr.  Tombari.  Mr.
Tombari was most recently the CFO & Senior Vice President for a Las  Vegas-based
gaming company with casinos in several states.

Delta Capital also hired U.S. and Canadian  vice-presidents of sales. Mr. Robert
Burnette is located in Austin,  Texas, and supervises Delta Capital's U.S. sales
force. Mr. Garry Leitch is located in Calgary,  Alberta,  Canada, and supervises
Delta Capital's Canadian sales force through Delta Capital's subsidiary company,
Delta  Enterprise  Technologies  (Canada)  Inc.  In all,  there  are 15  persons
actively  engaged in selling the company's  "Partners" or value added resellers.
It is anticipated,  subject to adequate funding,  that the sales force will grow
to 85  personnel  in the  next two  quarters  as Delta  Capital  emphasizes  its
determination to capture market share. In all,  including Delta Capital's wholly
owned subsidiary, The Matridigm Corporation and through its 37 percent ownership
of Delta Enterprise Technologies (Canada) Inc., there are currently 73 personnel
engaged in the  development,  sales and support of Delta Capital's  products and
services.

Material Purchases/Leases
-------------------------

Delta Capital  concluded,  shortly after the end of the period under review,  an
agreement with O & Y Properties Inc. to lease  approximately  13,500 square feet
of space on the  tenth  floor of  Phoenix  Place,  an office  tower in  downtown
Calgary, Alberta. Tenant improvements and Landlord's work had been approximately
65 per cent completed under the terms of a lease undertaken by a high technology
company  (unrelated to Delta Capital).  When that company failed to meet certain
of its  obligations,  Delta  Capital  was able to assume  the space on an as-is,
where-is  basis  and the  landlord  agreed  to build  out the space to plans and
specifications  of the previous tenant.  There are minor design changes required
to provide Delta Capital's personnel with first-class,  highly attractive office
and operational facilities. The net annual rent will be $127,416 with additional
occupancy  costs  estimated at $66,438 per annum for a period of five years with
an option to renew for a further  five  years  (all  figures  converted  to U.S.
dollars from Canadian at $1.4616).



                                       9



<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings.

           Delta  Capital  is  not  a  party  to  any  material   pending  legal
proceedings other than ordinary routine litigation incidental to the business of
Delta Capital which Delta Capital does not believe is material.

ITEM 2.  Changes in Securities and Use of Proceeds.

           In March,  2000 Delta Capital  completed a $200,000 private placement
pursuant to which Delta Capital issued to Interward Capital Corporation, 100,000
common  shares of Delta  Capital at US$2.00  per common  share.  The shares were
exempt  under  Regulation  S as  promulgated  by  the  Securities  and  Exchange
Commission (the "SEC"),  under the Securities Act of 1933, as amended (the "1933
Act") and the appropriate restrictive legend was placed on the share certificate
issued.  The sole investor  represented  to Delta Capital that is was not a U.S.
person as defined under  Regulation S and that the securities  were acquired for
investment  purposes  only,  for its own  account  and not  with a view  towards
distribution.  The sole investor further  represented that at the time the order
originated  and through its  execution  and  delivery,  it remained  outside the
United States. Delta Capital used the proceeds for working capital purposes.

           On April 18, 2000,  Delta Capital  closed a  transaction  pursuant to
which it purchased all the issued and outstanding  common stock of The Matridigm
Corporation,  a private Canadian corporation  ("Matridigm") from Michael Steele,
Cecilia Lanz, Diana Steele, Andre Lanz and Robert Sweetman,  representing all of
the stockholders of Matridigm. The exchange agreement provided for Delta Capital
to receive all of the issued and outstanding shares of Matridigm in exchange for
a cash  payment of  Cdn$100,000,  500,000  shares of Common  Stock,  and 490,000
warrants,  each  warrant  exercisable  to purchase  one share of Common Stock at
US$2.00 per share.

           At the end of May,  2000 Delta Capital  completed a $250,000  private
placement pursuant to which Delta Capital issued to Eaglecrest  Ventures Ltd., a
Turks & Caicos  Islands  company,  125,000 units at US$2.00 per unit,  each unit
consisting  of  125,000  common  shares  and  125,000  share  purchase  warrants
exercisable at US$2.00 at any time prior to May 11, 2002. The shares were exempt
under Regulation S as promulgated by the Securities and Exchange Commission (the
"SEC"),  under the  Securities  Act of 1933, as amended (the "1933 Act") and the
appropriate  restrictive legend was placed on the share certificate  issued. The
sole investor  represented  to Delta Capital that is was not a "U.S.  person" as
defined under  Regulation S and that the securities were acquired for investment
purposes only, for its own account and not with a view towards distribution. The
sole investor  further  represented  that at the time the order  originated  and
through its execution and delivery, it remained outside the United States. Delta
Capital used the proceeds for working capital purposes.

           On June 19, 2000 Delta  Capital  issued  136,754  common  shares at a
deemed  price of US$3.00  per  common  shares to  Bonanza  Mgmt Ltd.,  a British
Columbia company, in connection with a debt settlement agreement dated April 14,
2000. The shares were exempt under Regulation S as promulgated by the Securities
and  Exchange  Commission  (the "SEC"),  under the  Securities  Act of 1933,  as
amended (the "1933 Act") and the  appropriate  restrictive  legend was placed on
the share certificate issued.

           In July, 2000 Delta Capital  completed a $500,000  private  placement
pursuant to which Delta Capital  issued to Eaglecrest  Ventures  Ltd., a Turks &
Caicos Islands company,  500,000 units at US$1.00 per unit, each unit consisting
of  500,000  shares  of  common  stock  and  500,000  share  purchase   warrants
exercisable at US$1.00 at any time prior to July 6, 2002. The shares were exempt
under Regulation S as


                                       10



<PAGE>



promulgated  by the Securities and Exchange  Commission  (the "SEC"),  under the
Securities  Act of  1933,  as  amended  (the  "1933  Act")  and the  appropriate
restrictive legend was placed on the share certificate issued. The sole investor
represented  to Delta  Capital that is was not a "U.S.  person" as defined under
Regulation S and that the securities were acquired for investment purposes only,
for its own account and not with a view towards distribution.  The sole investor
further  represented  that at the time the  order  originated  and  through  its
execution and delivery,  it remained  outside the United  States.  Delta Capital
used the proceeds for working capital purposes.

ITEM 4.  Submission of Matters to a Vote of Security Holders.

           As reported in Delta  Capital's  10-Q filed on May 22,  2000,  at the
annual meeting stockholders of Delta Capital held on May 18, 2000, the following
individuals were unanimously elected as directors of Delta Capital for a term of
one year or until a  successor  has been  elected  and  qualified:  Paul  Davis,
Michael Horsey, Kevin Wong, Judith Miller and Michael Steele. Peterson Sullivan,
P.L.L.C. was elected unanimously as Delta Capital's accountants for the next two
years.




                                       11



<PAGE>



ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

           3.1(1)       Articles of  Incorporation  dated March 4, 1998 together
                        with Amended Articles of  Incorporation  dated April 23,
                        1998

           3.2(2)       By-Laws of Delta Capital Technologies,  Inc., a Delaware
                        corporation, dated April 23, 1998

           4.1(3)       Stock   Option    Agreement    between   Delta   Capital
                        Technologies,  Inc., a Delaware corporation,  and Judith
                        Miller,   Corporate  Secretary  and  Director  of  Delta
                        Capital dated September 15, 1999

           4.2(4)       Letter from Delta Capital Technologies, Inc., a Delaware
                        corporation, to Judith Miller dated January 7, 2000

           4.3(5)       Form of Offshore  Securities  Subscription  Agreement to
                        purchase 200,000 shares of common stock of Delta Capital
                        Technologies,  Inc., a Delaware  corporation,  issued to
                        Winward Overseas Limited, dated March 16, 2000

           4.4(6)       Schedule of  Subscribers  that  purchased  subscriptions
                        pursuant to the Form of Offshore Securities Subscription
                        Agreement set forth in 4.3 above

           4.5(7)       Placement  Agent Letter  Agreement by and between  Delta
                        Capital Technologies,  Inc., a Delaware corporation, and
                        Traction Capital, dated March 1, 2000

           4.6          Form of  Offshore  Subscription  Agreement  to  purchase
                        125,000 units of Delta Capital Technologies, Inc. issued
                        to Eaglecrest Ventures Ltd. dated May 11, 2000

           4.7          Form of  Offshore  Subscription  Agreement  to  purchase
                        500,000 units of Delta Capital Technologies, Inc. issued
                        to Eaglecrest Ventures Ltd. dated July 6, 2000

           4.8          Form of  Offshore  Subscription  Agreement  to  purchase
                        100,000  common  shares of Delta  Capital  Technologies,
                        Inc. issued to Interward Capital Corporation dated March
                        16, 2000

           4.9          Delta  Capital  Technologies,  Inc.'s  Stock Option Plan
                        approved by the directors of Delta on June 9, 2000

           10.1(8)      License  Agreement  between Delta Capital  Technologies,
                        Inc., a Delaware  corporation,  and 827109  Alberta Ltd.
                        dated June 1, 1999

----------

1  Incorporated  by reference to Exhibit 3(I) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

2  Incorporated by reference to Exhibit 3(II) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

3  Incorporated by reference to Exhibit 99(B) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

4  Incorporated by reference to Exhibit 99(C) of the Company's Form 10SB,  filed
   with the SEC on January 11, 2000.

5  Incorporated  by  reference to Exhibit 4.3 of the  Company's  Form 10-Q filed
   with the SEC on May 22, 2000. 6  Incorporated  by reference to Exhibit 4.4 of
   the Company's Form 10-Q filed with the SEC on May 22, 2000.

7  Incorporated  by  reference to Exhibit 4.5 of the  Company's  Form 10-Q filed
   with the SEC on May 22, 2000.

8  Incorporated by reference to Exhibit 10(A) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

                                       12

<PAGE>


           10.2(9)      License  Agreement  between  SiCom  Solutions  Inc.  and
                        827109 Alberta Ltd. dated June 1, 1999

           10.3(10)     Letter  from  827109   Alberta  Ltd.  to  Delta  Capital
                        Technologies,   Inc.,  a  Delaware  corporation,   dated
                        September 2, 1999  acknowledging  receipt of the $20,000
                        payment  and  granting a three  month  extension  of the
                        $30,000 payment to November 1, 1999

           10.4(11)     Letter from SiCom  Solutions Inc. to 827109 Alberta Ltd.
                        dated  September  2, 1999  acknowledging  receipt of the
                        $20,000  payment and granting a three month extension of
                        the $30,000 payment to November 1, 1999

           10.5(12)     Share   Exchange   Agreement   between   Delta   Capital
                        Technologies,  Inc., a Delaware corporation,  and 827109
                        Alberta Ltd. dated June 1, 1999

           10.9(13)     Letter  from  Rajesh  Taneja  dated   December  3,  1999
                        regarding   acquisition  of  corporate  names  by  Delta
                        Capital Technologies, Inc., a Delaware corporation

           10.10(14)    Exchange Agreement, executed April 14, 2000, among Delta
                        Capital Technologies Inc., a Delaware  corporation,  The
                        Matridigm Corporation,  a Canadian corporation,  Michael
                        Steele,  Cecilia  Lanz,  Diana  Steele,  Andre  Lanz and
                        Robert Sweetman

           10.11(15)    Form of Employment Agreement

           10.12(16)    Schedule of directors  and  employees  of Delta  Capital
                        Technologies, Inc., a Delaware corporation, who executed
                        employment  agreements the form of which is set forth in
                        Exhibit 10.11

           10.13(17)    Debt  Settlement  Agreement by and between Delta Capital
                        Technologies,  Inc., a Delaware corporation, and Bonanza
                        Mgmt Ltd., a British Columbia company

           10.14        Debt  Settlement  Letter,  dated May 12,  2000,  between
                        Delta   Capital    Technologies,    Inc.,   a   Delaware
                        corporation,  and Paul Davis, President of Delta Capital
                        Technologies, Inc.

           10.15        Employment Agreement between Delta Capital Technologies,
                        Inc., a Delaware corporation, and Bernie J. Malach dated
                        April 17, 2000

           10.16        Employment Agreement between Delta Capital Technologies,
                        Inc.,  a Delaware  corporation,  and Lawrence P. Tombari
                        dated July 24, 2000


----------

9  Incorporated by reference to Exhibit 10(B) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

10 Incorporated by reference to Exhibit 10(C) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

11 Incorporated by reference to Exhibit 10(D) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

12 Incorporated by reference to Exhibit 99(A) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

13 Incorporated by reference to Exhibit 99(E) of the Company's Form 10SB,  filed
   with the SEC on January 14, 2000.

14 Incorporated  by reference to Exhibit 2.1 of the  Company's  Form 8-K,  filed
   with the SEC on May 3, 2000.

15 Incorporated  by reference to Exhibit 10.11 of the Company's  Form 10-Q filed
   with the SEC on May 22, 2000.

16 Incorporated  by reference to Exhibit 10.12 of the Company's  Form 10-Q filed
   with the SEC on May 22, 2000.

17 Incorporated  by reference to Exhibit 10.13 of the Company's  Form 10-Q filed
   with the SEC on May 22, 2000.


                                       13

<PAGE>



           10.17        Services  Agreement between Delta Capital  Technologies,
                        Inc., a Delaware  corporation,  and Bonanza Mgmt Ltd., a
                        British Colombia company, dated January 1, 2000

           10.18        Lease Agreement between Delta Capital Technologies, Inc.
                        and O&Y Properties Inc. dated July 19, 2000.

           10.19        Fund Raising  Letter  Agreement  between  Delta  Capital
                        Technologies, Inc. and Reovest Financial, Inc. dated May
                        3, 2000.

           10.20        Assignment of Lease between Alberni  Investments  (1988)
                        Inc.,  Flanagan   Enterprises  Inc.  and  Delta  Capital
                        Technologies, Inc. dated June 30, 2000 together with the
                        Head Lease between Alberni  Investments  (1988) Inc. and
                        Flanagan Enterprises Inc. dated December 12, 1996.

           27.1         Financial Data Schedule


(b)   A report was filed on Form 8-K on May 3, 2000,  reporting the  acquisition
      of all the issued and outstanding shares of capital stock of The Matridigm
      Corporation.




                                       14



<PAGE>



                                   SIGNATURES

           In  accordance  with  the  requirements  of  the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                                         DELTA CAPITAL TECHNOLOGIES, INC.

            Date:  August 14, 2000       By:  /s/ Michael Horsey
                                            ------------------------------
                                         Name:  Michael Horsey
                                         Title: Chairman


            Date:  August 14, 2000       By:  /s/ Lawrence Tomberry
                                            ------------------------------
                                         Name:  Lawrence Tomberry
                                         Title:   Chief Financial Officer





                                       15



<PAGE>



                                INDEX TO EXHIBITS

        EXHIBIT                 DESCRIPTION

           3.1(1)       Articles of  Incorporation  dated March 4, 1998 together
                        with Amended Articles of  Incorporation  dated April 23,
                        1998

           3.2(2)       By-Laws of Delta Capital Technologies,  Inc., a Delaware
                        corporation, dated April 23, 1998

           4.1(3)       Stock   Option    Agreement    between   Delta   Capital
                        Technologies,  Inc., a Delaware corporation,  and Judith
                        Miller,   Corporate  Secretary  and  Director  of  Delta
                        Capital dated September 15, 1999

           4.2(4)       Letter from Delta Capital Technologies, Inc., a Delaware
                        corporation, to Judith Miller dated January 7, 2000

           4.3(5)       Form of Offshore  Securities  Subscription  Agreement to
                        purchase 200,000 shares of common stock of Delta Capital
                        Technologies,  Inc., a Delaware  corporation,  issued to
                        Winward Overseas Limited, dated March 16, 2000

           4.4(6)       Schedule of  Subscribers  that  purchased  subscriptions
                        pursuant to the Form of Offshore Securities Subscription
                        Agreement set forth in 4.3 above

           4.5(7)       Placement  Agent Letter  Agreement by and between  Delta
                        Capital Technologies,  Inc., a Delaware corporation, and
                        Traction Capital, dated March 1, 2000

           4.6          Form of  Offshore  Subscription  Agreement  to  purchase
                        125,000 units of Delta Capital Technologies, Inc. issued
                        to Eaglecrest Ventures Ltd. dated May 11, 2000

           4.7          Form of  Offshore  Subscription  Agreement  to  purchase
                        500,000 units of Delta Capital Technologies, Inc. issued
                        to Eaglecrest Ventures Ltd. dated July 6, 2000

           4.8          Form of  Offshore  Subscription  Agreement  to  purchase
                        100,000  common  shares of Delta  Capital  Technologies,
                        Inc. issued to Interward Capital Corporation dated March
                        16, 2000

           4.9          Delta  Capital  Technologies,  Inc.'s  Stock Option Plan
                        approved by the directors of Delta on June 9, 2000

           10.1(8)      License  Agreement  between Delta Capital  Technologies,
                        Inc., a Delaware  corporation,  and 827109  Alberta Ltd.
                        dated June 1, 1999



----------

1  Incorporated  by reference to Exhibit 3(I) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

2  Incorporated by reference to Exhibit 3(II) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

3  Incorporated by reference to Exhibit 99(B) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

4  Incorporated by reference to Exhibit 99(C) of the Company's Form 10SB,  filed
   with the SEC on January 11, 2000.

5  Incorporated  by  reference to Exhibit 4.3 of the  Company's  Form 10-Q filed
   with the SEC on May 22, 2000. 6  Incorporated  by reference to Exhibit 4.4 of
   the Company's Form 10-Q filed with the SEC on May 22, 2000.

7  Incorporated  by  reference to Exhibit 4.5 of the  Company's  Form 10-Q filed
   with the SEC on May 22, 2000.

8  Incorporated by reference to Exhibit 10(A) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.


                                       16

<PAGE>



           10.2(9)      License  Agreement  between  SiCom  Solutions  Inc.  and
                        827109 Alberta Ltd. dated June 1, 1999

           10.3(10)     Letter  from  827109   Alberta  Ltd.  to  Delta  Capital
                        Technologies,   Inc.,  a  Delaware  corporation,   dated
                        September 2, 1999  acknowledging  receipt of the $20,000
                        payment  and  granting a three  month  extension  of the
                        $30,000 payment to November 1, 1999

           10.4(11)     Letter from SiCom  Solutions Inc. to 827109 Alberta Ltd.
                        dated  September  2, 1999  acknowledging  receipt of the
                        $20,000  payment and granting a three month extension of
                        the $30,000 payment to November 1, 1999

           10.5(12)     Share   Exchange   Agreement   between   Delta   Capital
                        Technologies,  Inc., a Delaware corporation,  and 827109
                        Alberta Ltd. dated June 1, 1999

           10.9(13)     Letter  from  Rajesh  Taneja  dated   December  3,  1999
                        regarding   acquisition  of  corporate  names  by  Delta
                        Capital Technologies, Inc., a Delaware corporation

           10.10(14)    Exchange Agreement, executed April 14, 2000, among Delta
                        Capital Technologies Inc., a Delaware  corporation,  The
                        Matridigm Corporation,  a Canadian corporation,  Michael
                        Steele,  Cecilia  Lanz,  Diana  Steele,  Andre  Lanz and
                        Robert Sweetman

           10.11(15)    Form of Employment Agreement

           10.12(16)    Schedule of directors  and  employees  of Delta  Capital
                        Technologies, Inc., a Delaware corporation, who executed
                        employment  agreements the form of which is set forth in
                        Exhibit 10.11

           10.13(17)    Debt  Settlement  Agreement by and between Delta Capital
                        Technologies,  Inc., a Delaware corporation, and Bonanza
                        Mgmt Ltd., a British Columbia company

           10.14        Debt  Settlement  Letter,  dated May 12,  2000,  between
                        Delta   Capital    Technologies,    Inc.,   a   Delaware
                        corporation,  and Paul Davis, President of Delta Capital
                        Technologies, Inc.

           10.15        Employment Agreement between Delta Capital Technologies,
                        Inc., a Delaware corporation, and Bernie J. Malach dated
                        April 17, 2000

           10.16        Employment Agreement between Delta Capital Technologies,
                        Inc.,  a Delaware  corporation,  and Lawrence P. Tombari
                        dated July 24, 2000



----------

9  Incorporated by reference to Exhibit 10(B) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

10 Incorporated by reference to Exhibit 10(C) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

11 Incorporated by reference to Exhibit 10(D) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

12 Incorporated by reference to Exhibit 99(A) of the Company's Form 10SB,  filed
   with the SEC on January 5, 2000.

13 Incorporated by reference to Exhibit 99(E) of the Company's Form 10SB,  filed
   with the SEC on January 14, 2000.

14 Incorporated  by reference to Exhibit 2.1 of the  Company's  Form 8-K,  filed
   with the SEC on May 3, 2000.

15 Incorporated  by reference to Exhibit 10.11 of the Company's  Form 10-Q filed
   with the SEC on May 22, 2000.

16 Incorporated  by reference to Exhibit 10.12 of the Company's  Form 10-Q filed
   with the SEC on May 22, 2000.

17 Incorporated  by reference to Exhibit 10.13 of the Company's  Form 10-Q filed
   with the SEC on May 22, 2000.


                                       17

<PAGE>

           10.17        Services  Agreement between Delta Capital  Technologies,
                        Inc., a Delaware  corporation,  and Bonanza Mgmt Ltd., a
                        British Colombia company, dated January 1, 2000

           10.18        Lease Agreement between Delta Capital Technologies, Inc.
                        and O&Y Properties Inc. dated July 19, 2000.

           10.19        Fund Raising  Letter  Agreement  between  Delta  Capital
                        Technologies, Inc. and Reovest Financial, Inc. dated May
                        3, 2000.

           10.21        Assignment of Lease between Alberni  Investments  (1988)
                        Inc.,  Flanagan   Enterprises  Inc.  and  Delta  Capital
                        Technologies, Inc. dated June 30, 2000 together with the
                        Head Lease between Alberni  Investments  (1988) Inc. and
                        Flanagan Enterprises Inc. dated December 12, 1996.

           27.1         Financial Data Schedule





                                       18



<PAGE>



                                   EXHIBIT 4.6

                        SECURITIES SUBSCRIPTION AGREEMENT

This Securities Agreement is executed in reliance upon the transaction exemption
afforded by Regulation S  ("Regulation  S") as promulgated by the Securities and
Exchange Commission ("SEC"), under the Securities Act of 1933, as amended ("1933
Act").

This  Agreement has been  executed by the  undersigned  in  connection  with the
private  placement  of units of Common  Stock  (hereinafter  referred  to as the
"Units") of:

                               DELTA CAPITAL TECHNOLOGIES, INC.
                               Suite 255, 999 - 8th St. SW
                               Calgary, AB T2R 1J5 Canada

a  corporation  organized  under the laws of the  state of  Delaware,  USA,  OTC
Electronic Bulletin Board symbol (DCTG) (hereinafter referred to as the "Seller"
or the "Company")

The Undersigned:
                               Eaglecrest Ventures Ltd.
                               PO Box 67, Providenciales,
                               Turks & Caicos Islands, BWI

a  resident  of  a  non  USA  jurisdiction   (hereinafter  referred  to  as  the
"Purchaser"),  hereby  represents and warrants to, and agrees with the Seller as
follows:

1.         Agreement to Subscribe

           a.        Purchase  Price.  The  undersigned  hereby  subscribes  for
                     125,000 Units, each Unit consisting of one common share and
                     one share purchase warrant (the  "Warrants")  entitling the
                     holder  thereof to purchase an  additional  common share of
                     the  Company  at US$2.00  per common  share for a term of 2
                     years  following  closing  of this  transaction.  The total
                     consideration  payable to the  Company is  $250,000  United
                     States Dollars (the "Purchase Price").
           b.        Form of Payment. The Purchaser shall pay the Purchase Price
                     by delivering good funds in U.S.  dollars to the designated
                     depository  for  closing  as  determined  by the  Seller by
                     delivery of securities versus payment.

2.         Subscriber  Representations;   Access  to  Information;   Independent
           Investigation.

           a.        Offshore Transaction. The Purchaser represents and warrants
                     to the Seller as follows:
                     i         The  Purchaser  is not a U.S.  person as  defined
                               under Regulation S;

                     ii        At the time the buy  order  was  originated,  the
                               Purchaser  was outside  the United  States and is
                               outside  the United  States as of the date of the
                               execution and delivery of this Agreement;
                     iii       The Purchaser is purchasing the Units for its own
                               account and not on behalf of any U.S. person, and
                               the  sale  has  not  been   prearranged   with  a
                               purchaser in the United  States.  Notwithstanding
                               the contents of this paragraph, the Purchaser may
                               purchase the subject  Units under its own name or
                               under  the name of  other  Non  U.S.  persons  as
                               defined under Regulation S;


                                       19



<PAGE>


                     iv        Each distributor participating in the offering of
                               securities,  if any,  has agreed in writing  that
                               all offers and sales of the  securities  prior to
                               the expiration of a period commencing on the date
                               of the  transaction  and ending 1 year thereafter
                               shall  only be made in  compliance  with the safe
                               harbor  contained  in  Regulation  S pursuant  to
                               registration of Units under the Securities Act of
                               1933   or   pursuant   to   an   exemption   from
                               registration;
                     v         The Purchaser  represents and warrants and hereby
                               agrees   that  all   offers   and  sales  of  the
                               securities  prior to the  expiration  of a period
                               commencing  on the  date of the  transaction  and
                               ending 1 year  thereafter  shall  only be made in
                               compliance  with the  safe  harbor  contained  in
                               Regulation  S pursuant to  registration  of Units
                               under the  Securities  Act of 1933 or pursuant to
                               an exemption  from  registration,  and all offers
                               and  sales  after  the  expiration  of the 1 year
                               period  shall  be made  only  pursuant  to such a
                               registration    or   to   such   exemption   from
                               registration;
                     vi        The  Purchaser  acknowledges  that the Units have
                               not been  registered  under the Securities Act of
                               1933 and may not be offered or sold in the United
                               States  or  to  U.S.   persons  during  a  period
                               commencing  on the  date of the  transaction  and
                               ending 1 year  thereafter  unless  the  Units are
                               registered under the Securities Act of 1933 or an
                               exemption from the  registration  requirements is
                               available;
                     vii       The Purchaser  acknowledges  that the purchase of
                               the  Units  involves  a high  degree  of risk and
                               further   acknowledges   that  it  can  bear  the
                               economic  risk  of  the  purchase  of  the  Units
                               including the total loss of its investment;
                     viii      The  Purchaser  understands  that the  Units  are
                               being  offered  and  sold  to it in  reliance  on
                               specific   exemptions   from   the   registration
                               requirements of the Federal and State  securities
                               laws and  that the  Seller  is  relying  upon the
                               truth  and   accuracy  of  the   representations,
                               warranties,   agreements,   acknowledgements  and
                               understandings  of the Purchaser set forth herein
                               in order to determine the  applicability  of such
                               exemptions  and  suitability  of the Purchaser to
                               acquire the Units.

           b.        Current Public Information. The Purchaser acknowledges that
                     the  Purchaser  has  been  furnished  with or has  acquired
                     copies of the  Company's  most recent  Annual Report on the
                     Form 10-K  files  with the SEC and the  Forms  10-Q and 8-K
                     filed  thereafter  (collectively  the "SEC  Filings"),  and
                     other publicly available documents.
           c.        Independent    Investigation;    Access.    The   Purchaser
                     acknowledges  that the  Purchaser is making the decision to
                     purchase  the  Units   subscribed   for,  has  relied  upon
                     Independent  Investigations  made by it and it's  purchaser
                     representatives,   if  any,  and  the  Purchaser  and  such
                     representatives,  if any,  have,  prior  to any sale to it,
                     been  given  access  and the  opportunity  to  examine  all
                     material books and records of the Corporation, all material
                     contracts  and  documents  relating to this offering and an
                     opportunity  to ask  questions  of, and to receive  answers
                     from  the  Seller  or  any  person  acting  on  its  behalf
                     concerning the terms and  conditions of this offering.  The
                     Purchaser  and its advisors,  if any,  have been  furnished
                     with access to all publicly available materials relating to
                     the  business,  finances  and  operation  of the Seller and
                     materials relating to the offer and sale of the Units which
                     have been requested.  The Purchaser,  and its advisors,  if
                     any, have received complete and satisfactory answers to any
                     such inquiries.
           d.        No  Government  Recommendation  or Approval.  The Purchaser
                     understands  that no Federal or State  agency has passed on
                     or made any recommendation or endorsement of the Units.

3.         Issuer Representations.


                                       20



<PAGE>



           a.        Reporting Company Status.  The Seller is a reporting issuer
                     as  defined by Rule 902 of  Regulation  S. The Seller is in
                     full  compliance,  to  the  extent  applicable,   with  all
                     reporting obligations under wither Section 12(b), 12(g), or
                     15(d)  of the  Securities  Act of  1934,  as  amended  (the
                     "Exchange Act"). The Seller has registered its common stock
                     pursuant to Section 12 of the  Exchange  Act and the common
                     stock trades on the OTC Electronic Bulletin Board.

           b.        Offshore Transaction.

                     i         The Seller has not offered  these  securities  to
                               any  person in the  United  States or to any U.S.
                               person as that term is defined in Regulation S;
                     ii        At the time the buy  order  was  originated,  the
                               Seller and/or its agent  reasonably  believed the
                               Purchaser  was outside the United  States and was
                               not a U.S. person;
                     iii       The Seller and/or its agents  reasonably  believe
                               that the  transaction  has not  been  prearranged
                               with a purchaser in the United States.

           c.        No Directed Selling Efforts. In regard to this transaction,
                     the Seller has not conducted any "direct  selling  efforts"
                     as that term is defined in Rule 902 of Regulation S nor has
                     the Seller conducted any general  solicitation  relating to
                     the  offer  and  sale of the  Units  within  securities  to
                     persons resident within the United States or elsewhere.

4.         Legends on  Certificates.  The transaction  restriction in connection
           with this offer and sale  restrict the  Purchaser  from  offering and
           selling  to U.S.  persons,  or for the  account  or benefit of a U.S.
           person,  for a 1 year period. The rules require the placement of such
           a restrictive  legend on share  certificates.  Rule 903 governs the 1
           year transaction restriction.

5.         Exemption;  Reliance on  Representations.  The Purchaser  understands
           that the offer and sale of the  Units is not being  registered  under
           the 1933 Act. The Seller is relying on the rules governing offers and
           sales made outside the United States  pursuant to Regulation S. Rules
           901 through 905 of Regulation S govern this transaction.

6.         Transfer  Agent  Instructions.  The Seller's  transfer  agent will be
           instructed to issue one or more share certificates representing Units
           with a restrictive  legend in the names of purchasers to be specified
           prior to the closing and that the Units have been issued  pursuant to
           Regulation S. The Seller further  warrants that no instructions  have
           been  given to the  transfer  agent  and that  these  Units be freely
           transferable  on the books and  records  of the  Company  subject  to
           compliance with applicable securities laws.

7.         Stock  Delivery   Instructions.   The  share  certificates  shall  be
           delivered to the Purchaser on a delivery versus payment basis at such
           times and places to be mutually agreed.

8.         Closing Date.  The date of the issuance of the sale of the Units (the
           "Closing  Date")  shall be on or before May 11,  2000,  or such other
           mutually agreed to time and place.

9.         Conditions  to  the  Company's  Obligation  to  Sell.  The  Purchaser
           understands  the  Seller's  obligation  to  sell  the  Units  to  the
           Purchaser is conditioned upon:



                                       21



<PAGE>



           a.        The   receipt  and   acceptance   by  the  Seller  of  this
                     Subscription  Agreement  for all the Units as  evidenced by
                     execution of this  Subscription  Agreement by the President
                     or Vice President of the Seller;
           b.        Delivery  into the closing  depository  by the Purchaser of
                     good  funds  as  payment  in full for the  purchase  of the
                     Units;
           c.        The shareholders of the Seller  approving  additional units
                     to be authorized,  if necessary,  sufficient to satisfy the
                     terms of this Agreement.

10.        Conditions  to the  Purchaser's  Obligation  to Purchase.  The Seller
           understands that the Purchaser's  obligation to purchase the Units is
           conditioned upon:

           a.        Acceptance by the Purchaser of a satisfactory  Subscription
                     Agreement for the sale of the Units;
           b.        Delivery of Units of common stock with restrictive legend;
           c.        The  Purchaser's  determination,  in its sole and  absolute
                     discretion,   to  acquire   the  Units   pursuant  to  this
                     Agreement.

11.        Governing Law. This Agreement shall be governed by and interpreted in
           accordance of the laws of the State of Delaware.

           IN  WITNESS  WHEREOF,  This  Securities  Subscription  Agreement  was
executed on the date first written below.

Dated at Providenciales, this 11th day of May, 2000.

EAGLECREST VENTURES LTD.

Per:         /s/ Graham Douglas
             ------------------
             Graham Douglas, President

Accepted this 11th day of May, 2000

DELTA CAPITAL TECHNOLOGIES, INC.

Per:       /s/ Paul Davis
           --------------
           Paul Davis, President


                                       22

<PAGE>



                                   EXHIBIT 4.7

                        SECURITIES SUBSCRIPTION AGREEMENT

This Securities Agreement is executed in reliance upon the transaction exemption
afforded by Regulation S  ("Regulation  S") as promulgated by the Securities and
Exchange Commission ("SEC"), under the Securities Act of 1933, as amended ("1933
Act").

This  Agreement has been  executed by the  undersigned  in  connection  with the
private  placement  of units of Common  Stock  (hereinafter  referred  to as the
"Units") of:

                               DELTA CAPITAL TECHNOLOGIES, INC.
                               Suite 255, 999 - 8th St. SW
                               Calgary, AB T2R 1J5 Canada

a  corporation  organized  under the laws of the  state of  Delaware,  USA,  OTC
Electronic Bulletin Board symbol (DCTG) (hereinafter referred to as the "Seller"
or the "Company")

The Undersigned:
                               Eaglecrest Ventures Ltd.
                               PO Box 67, Providenciales,
                               Turks & Caicos Islands, BWI

a  resident  of  a  non  USA  jurisdiction   (hereinafter  referred  to  as  the
"Purchaser"),  hereby  represents and warrants to, and agrees with the Seller as
follows:

1.         Agreement to Subscribe

           a.        Purchase  Price.  The  undersigned  hereby  subscribes  for
                     500,000 Units, each Unit consisting of one common share and
                     one share purchase warrant (the  "Warrants")  entitling the
                     holder  thereof to purchase an  additional  common share of
                     the  Company  at US$1.00  per common  share for a term of 2
                     years  following  closing  of this  transaction.  The total
                     consideration  payable to the  Company is  $500,000  United
                     States Dollars (the "Purchase Price").
           b.        Form of Payment. The Purchaser shall pay the Purchase Price
                     by delivering good funds in U.S.  dollars to the designated
                     depository  for  closing  as  determined  by the  Seller by
                     delivery of securities versus payment.

2.         Subscriber  Representations;   Access  to  Information;   Independent
           Investigation.

           a.        Offshore Transaction. The Purchaser represents and warrants
                     to the Seller as follows:

                     i         The  Purchaser  is not a U.S.  person as  defined
                               under Regulation S;
                     ii        At the time the buy  order  was  originated,  the
                               Purchaser  was outside  the United  States and is
                               outside  the United  States as of the date of the
                               execution and delivery of this Agreement;
                     iii       The Purchaser is purchasing the Units for its own
                               account and not on behalf of any U.S. person, and
                               the  sale  has  not  been   prearranged   with  a
                               purchaser in the United  States.  Notwithstanding
                               the contents of this paragraph, the Purchaser may
                               purchase the subject  Units under its own name or
                               under  the name of  other  Non  U.S.  persons  as
                               defined under Regulation S;



                                       23

<PAGE>



                     iv        Each distributor participating in the offering of
                               securities,  if any,  has agreed in writing  that
                               all offers and sales of the  securities  prior to
                               the expiration of a period commencing on the date
                               of the  transaction  and ending 1 year thereafter
                               shall  only be made in  compliance  with the safe
                               harbor  contained  in  Regulation  S pursuant  to
                               registration of Units under the Securities Act of
                               1933   or   pursuant   to   an   exemption   from
                               registration;
                     v         The Purchaser  represents and warrants and hereby
                               agrees   that  all   offers   and  sales  of  the
                               securities  prior to the  expiration  of a period
                               commencing  on the  date of the  transaction  and
                               ending 1 year  thereafter  shall  only be made in
                               compliance  with the  safe  harbor  contained  in
                               Regulation  S pursuant to  registration  of Units
                               under the  Securities  Act of 1933 or pursuant to
                               an exemption  from  registration,  and all offers
                               and  sales  after  the  expiration  of the 1 year
                               period  shall  be made  only  pursuant  to such a
                               registration    or   to   such   exemption   from
                               registration;
                     vi        The  Purchaser  acknowledges  that the Units have
                               not been  registered  under the Securities Act of
                               1933 and may not be offered or sold in the United
                               States  or  to  U.S.   persons  during  a  period
                               commencing  on the  date of the  transaction  and
                               ending 1 year  thereafter  unless  the  Units are
                               registered under the Securities Act of 1933 or an
                               exemption from the  registration  requirements is
                               available;
                     vii       The Purchaser  acknowledges  that the purchase of
                               the  Units  involves  a high  degree  of risk and
                               further   acknowledges   that  it  can  bear  the
                               economic  risk  of  the  purchase  of  the  Units
                               including the total loss of its investment;
                     viii      The  Purchaser  understands  that the  Units  are
                               being  offered  and  sold  to it in  reliance  on
                               specific   exemptions   from   the   registration
                               requirements of the Federal and State  securities
                               laws and  that the  Seller  is  relying  upon the
                               truth  and   accuracy  of  the   representations,
                               warranties,   agreements,   acknowledgements  and
                               understandings  of the Purchaser set forth herein
                               in order to determine the  applicability  of such
                               exemptions  and  suitability  of the Purchaser to
                               acquire the Units.

           b.        Current Public Information. The Purchaser acknowledges that
                     the  Purchaser  has  been  furnished  with or has  acquired
                     copies of the  Company's  most recent  Annual Report on the
                     Form 10-K  files  with the SEC and the  Forms  10-Q and 8-K
                     filed  thereafter  (collectively  the "SEC  Filings"),  and
                     other publicly available documents.

           c.        Independent    Investigation;    Access.    The   Purchaser
                     acknowledges  that the  Purchaser is making the decision to
                     purchase  the  Units   subscribed   for,  has  relied  upon
                     Independent  Investigations  made by it and it's  purchaser
                     representatives,   if  any,  and  the  Purchaser  and  such
                     representatives,  if any,  have,  prior  to any sale to it,
                     been  given  access  and the  opportunity  to  examine  all
                     material books and records of the Corporation, all material
                     contracts  and  documents  relating to this offering and an
                     opportunity  to ask  questions  of, and to receive  answers
                     from  the  Seller  or  any  person  acting  on  its  behalf
                     concerning the terms and  conditions of this offering.  The
                     Purchaser  and its advisors,  if any,  have been  furnished
                     with access to all publicly available materials relating to
                     the  business,  finances  and  operation  of the Seller and
                     materials relating to the offer and sale of the Units which
                     have been requested.  The Purchaser,  and its advisors,  if
                     any, have received complete and satisfactory answers to any
                     such inquiries.

           d.        No  Government  Recommendation  or Approval.  The Purchaser
                     understands  that no Federal or State  agency has passed on
                     or made any recommendation or endorsement of the Units.

3.         Issuer Representations.



                                       24

<PAGE>





           a.        Reporting Company Status.  The Seller is a reporting issuer
                     as  defined by Rule 902 of  Regulation  S. The Seller is in
                     full  compliance,  to  the  extent  applicable,   with  all
                     reporting obligations under wither Section 12(b), 12(g), or
                     15(d)  of the  Securities  Act of  1934,  as  amended  (the
                     "Exchange Act"). The Seller has registered its common stock
                     pursuant to Section 12 of the  Exchange  Act and the common
                     stock trades on the OTC Electronic Bulletin Board.

           b.        Offshore Transaction.

                     i         The Seller has not offered  these  securities  to
                               any  person in the  United  States or to any U.S.
                               person as that term is defined in Regulation S;
                     ii        At the time the buy  order  was  originated,  the
                               Seller and/or its agent  reasonably  believed the
                               Purchaser  was outside the United  States and was
                               not a U.S. person;
                     iii       The Seller and/or its agents  reasonably  believe
                               that the  transaction  has not  been  prearranged
                               with a purchaser in the United States.

           c.        No Directed Selling Efforts. In regard to this transaction,
                     the Seller has not conducted any "direct  selling  efforts"
                     as that term is defined in Rule 902 of Regulation S nor has
                     the Seller conducted any general  solicitation  relating to
                     the  offer  and  sale of the  Units  within  securities  to
                     persons resident within the United States or elsewhere.

4.         Legends on  Certificates.  The transaction  restriction in connection
           with this offer and sale  restrict the  Purchaser  from  offering and
           selling  to U.S.  persons,  or for the  account  or benefit of a U.S.
           person,  for a 1 year period. The rules require the placement of such
           a restrictive  legend on share  certificates.  Rule 903 governs the 1
           year transaction restriction.

5.         Exemption;  Reliance on  Representations.  The Purchaser  understands
           that the offer and sale of the  Units is not being  registered  under
           the 1933 Act. The Seller is relying on the rules governing offers and
           sales made outside the United States  pursuant to Regulation S. Rules
           901 through 905 of Regulation S govern this transaction.

6.         Transfer  Agent  Instructions.  The Seller's  transfer  agent will be
           instructed to issue one or more share certificates representing Units
           with a restrictive  legend in the names of purchasers to be specified
           prior to the closing and that the Units have been issued  pursuant to
           Regulation S. The Seller further  warrants that no instructions  have
           been  given to the  transfer  agent  and that  these  Units be freely
           transferable  on the books and  records  of the  Company  subject  to
           compliance with applicable securities laws.

7.         Stock  Delivery   Instructions.   The  share  certificates  shall  be
           delivered to the Purchaser on a delivery versus payment basis
           at such times and places to be mutually agreed.

8.         Closing Date.  The date of the issuance of the sale of the Units (the
           "Closing  Date")  shall be on or before  July 6, 2000,  or such other
           mutually agreed to time and place.

9.         Conditions  to  the  Company's  Obligation  to  Sell.  The  Purchaser
           understands  the  Seller's  obligation  to  sell  the  Units  to  the
           Purchaser is conditioned upon:



                                       25

<PAGE>



           a.        The   receipt  and   acceptance   by  the  Seller  of  this
                     Subscription  Agreement  for all the Units as  evidenced by
                     execution of this  Subscription  Agreement by the President
                     or Vice President of the Seller;
           b.        Delivery  into the closing  depository  by the Purchaser of
                     good  funds  as  payment  in full for the  purchase  of the
                     Units;
           c.        The shareholders of the Seller  approving  additional units
                     to be authorized,  if necessary,  sufficient to satisfy the
                     terms of this Agreement.

10.        Conditions  to the  Purchaser's  Obligation  to Purchase.  The Seller
           understands that the Purchaser's  obligation to purchase the Units is
           conditioned upon:

           a.        Acceptance by the Purchaser of a satisfactory  Subscription
                     Agreement for the sale of the Units;
           b.        Delivery of Units of common stock with restrictive legend;
           c.        The  Purchaser's  determination,  in its sole and  absolute
                     discretion,   to  acquire   the  Units   pursuant  to  this
                     Agreement.

11.        Governing Law. This Agreement shall be governed by and interpreted in
           accordance of the laws of the State of Delaware.

           IN  WITNESS  WHEREOF,  This  Securities  Subscription  Agreement  was
executed on the date first written below.

Dated at Providenciales, this 6th day of July, 2000.

EAGLECREST VENTURES LTD.

Per:         /s/ Graham Douglas
             ------------------
             Graham Douglas, President

Accepted this 6th day of July, 2000

DELTA CAPITAL TECHNOLOGIES, INC.

Per:       /s/ Paul Davis
           --------------
           Paul Davis, President



                                       26

<PAGE>





                                   EXHIBIT 4.8

                   OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT

This Offshore Securities  Agreement is executed in reliance upon the transaction
exemption  afforded by  Regulation  S  ("Regulation  S") as  promulgated  by the
Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as
amended ("1933 Act")

           This  Agreement  has been executed by the  undersigned  in connection
with the private placement of shares of Common Stock (hereinafter referred to as
the "Shares") of

                     DELTA CAPITAL TECHNOLOGIES, INC.
                     Suite 255, 999 - 8th St. SW
                     Calgary, AB T2R 1J5 Canada

a  corporation  organized  under the laws of the  state of  Delaware,  USA,  OTC
Electronic  Bulletin  Board  symbol  (DCTG)  (hereinafter  referred  to  as  the
"Seller")

The Undersigned:
                               Interward Capital Corporation
                               Canada Trust Tower - BCE Place, PO Box 520
                               161 Bay Street - Suite 3610
                               Toronto, Ontario  M5J 2S1

a  resident  of  a  non  USA  jurisdiction   (hereinafter  referred  to  as  the
"Purchaser"),  hereby  represents and warrants to, and agrees with the Seller as
follows:

1.         Agreement to Subscribe

            a.        Purchase  Price.  The  undersigned  hereby  subscribes for
                      100,000  common  shares in the  capital of the Seller (the
                      "Shares") at $2.00 per share payable in U.S. Dollars for a
                      total   consideration   of  $200,000  dollars  ($US)  (the
                      "Purchase Price").

            b.        Form of  Payment.  The  Purchaser  shall pay the  Purchase
                      Price by  delivering  good  funds in U.S.  dollars  to the
                      designated  depository  for closing as  determined  by the
                      Seller by delivery of securities versus payment.

2.         Subscriber  Representations;   Access  to  Information;   Independent
           Investigation.

            a.        Offshore Transaction. The Purchase represents and warrants
                      to the Seller as follows:

                      i         The  Purchaser  is not a U.S.  person as defined
                                under Regulation S;

                      ii        At the time the buy  order was  originated,  the
                                Purchaser  was outside the United  States and is
                                outside the United  States as of the date of the
                                execution and delivery of this Agreement;



                                       27

<PAGE>



                      iii       The Purchaser is  purchasing  the Shares for its
                                own  account  and  not on  behalf  of  any  U.S.
                                person,  and the sale  has not been  prearranged
                                with  a   purchaser   in  the   United   States.
                                Notwithstanding  the contents of this paragraph,
                                the  Purchaser  may purchase the subject  shares
                                under  its own name or  under  the name of other
                                Non U.S. persons as defined under Regulation S;

                      iv        Each  distributor  participating in the offering
                                of  securities,  if any,  has  agreed in writing
                                that all  offers  and  sales  of the  securities
                                prior to the  expiration of a period  commencing
                                on the date of the transaction and ending 1 year
                                thereafter shall only be made in compliance with
                                the  safe  harbor   contained  in  Regulation  S
                                pursuant  to  registration  of Shares  under the
                                Securities   Act  of  1933  or  pursuant  to  an
                                exemption from registration;

                     v         The Purchase  represents  and warrants and hereby
                               agrees   that  all   offers   and  sales  of  the
                               securities  prior to the  expiration  of a period
                               commencing  on the  date of the  transaction  and
                               ending 1 year  thereafter  shall  only be made in
                               compliance  with the  safe  harbor  contained  in
                               Regulation S pursuant to  registration  of Shares
                               under the  Securities  Act of 1933 or pursuant to
                               an exemption  from  registration,  and all offers
                               and  sales  after  the  expiration  of the 1 year
                               period  shall  be made  only  pursuant  to such a
                               registration    or   to   such   exemption   from
                               registration;

                     vi        The Purchaser  acknowledges  that the Shares have
                               not been  registered  under the Securities Act of
                               1933 and may not be offered or sold in the United
                               States  or  to  U.S.   persons  during  a  period
                               commencing  on the  date of the  transaction  and
                               ending 1 year  thereafter  unless  the Shares are
                               registered under the Securities Act of 1933 or an
                               exemption from the  registration  requirements is
                               available;

                     vii       The Purchaser  acknowledges  that the purchase of
                               the  Shares  involves  a high  degree of risk and
                               further   acknowledges   that  it  can  bear  the
                               economic  risk  of the  purchase  of  the  Shares
                               including the total loss of its investment;

                     viii      The  Purchaser  understands  that the  Shares are
                               being  offered  and  sold  to it in  reliance  on
                               specific   exemptions   from   the   registration
                               requirements of the Federal and State  securities
                               laws and  that the  Seller  is  relying  upon the
                               truth  and   accuracy  of  the   representations,
                               warranties,   agreements,   acknowledgements  and
                               understandings  of the Purchaser set forth herein
                               in order to determine the  applicability  of such
                               exemptions  and  suitability  of the Purchaser to
                               acquire the Shares.

           b.        Current Public Information. The Purchaser acknowledges that
                     the  Purchaser  has  been  furnished  with or has  acquired
                     copies of the  Company's  most recent  Annual Report on the
                     Form 10-K  files  with the SEC and the  Forms  10-Q and 8-K
                     filed  thereafter  (collectively  the "SEC  Filings"),  and
                     other publicly available documents.

           c.        Independent    Investigation;    Access.    The   Purchaser
                     acknowledges  that the  Purchaser is making the decision to
                     purchase  the  Shares   subscribed  for,  has  relied  upon
                     Independent  Investigations  made by it and it's  purchaser
                     representatives,   if  any,  and  the  Purchaser  and  such
                     representatives,  if any,  have,  prior  to any sale to it,
                     been  given  access  and the


                                       28

<PAGE>



                     opportunity  to examine all  material  books and records of
                     the  Corporation,  all  material  contracts  and  documents
                     relating  to  this  offering  and  an  opportunity  to  ask
                     questions of, and to receive answers from the Seller or any
                     person  acting  on its  behalf  concerning  the  terms  and
                     conditions  of  this   offering.   The  Purchaser  and  its
                     advisors,  if any, have been  furnished  with access to all
                     publicly  available  materials  relating  to the  business,
                     finances and operation of the Seller and materials relating
                     to the  offer  and  sale  of the  Shares  which  have  been
                     requested.  The Purchaser , and its advisors,  if any, have
                     received  complete  and  satisfactory  answers  to any such
                     inquiries.

           d.        No  Government  Recommendation  or Approval.  The Purchaser
                     understands  that no Federal or State  agency has passed on
                     or made any recommendation or endorsement of the Shares.

3.         Issuer Representations.

           a.        Reporting Company Status.  The Seller is a reporting issuer
                     as  defined by Rule 902 of  Regulation  S. The Seller is in
                     full  compliance,  to  the  extent  applicable,   with  all
                     reporting obligations under wither Section 12(b), 12(g), or
                     15(d)  of the  Securities  Act of  1934,  as  amended  (the
                     "Exchange Act"). The Seller has registered its common stock
                     pursuant to Section 12 of the  Exchange  Act and the common
                     stock trades on the OTC Electronic Bulletin Board.

           b.        Offshore Transaction.

                     i         The Seller  has not offered these  securities  to
                               any  person  in  the United States or to any U.S.
                               person  as  that term is defined in Regulation S;

                     ii        At the time the buy  order  was  originated,  the
                               Seller  and/or   its  agent  reasonably  believed
                               the Purchaser was outside  the  United States and
                               was not a U.S. person;

                     iii       The Seller and/or its agents  reasonably  believe
                               that the  transaction  has not  been  prearranged
                               with a purchaser in the United States.

           c.        No Directed Selling Efforts. In regard to this transaction,
                     the Seller has not conducted any "direct  selling  efforts"
                     as that term is defined in Rule 902 of Regulation S nor has
                     the Seller conducted any general  solicitation  relating to
                     the  offer  and sale of the  Shares  within  securities  to
                     persons resident within the United States or elsewhere.

4.          Legends  on   Certificates.    The   transaction    restriction   in
            connection  with this offshore offer and sale restrict the Purchaser
            from  offering  and selling to U.S.  persons,  or for the account or
            benefit of a U.S. person, for a 1 year period. The rules require the
            placement of such a restrictive legend on share  certificates.  Rule
            903 governs the 1 year transaction restriction.

5.          To the extent   that  the   Purchaser  is a resident  of Ontario the
            Purchaser  is  purchasing   the  Shares  under  the  exemption  from
            prospectus  requirements  available  under  section  72(1)(d) of the
            Ontario  Securities  Act  which  provides  that the  Purchaser  must
            purchase  as  Principal   and  the  trade  must  have  an  aggregate
            acquisition  cost of not  less  than  $150,000.  Under  the  Ontario



                                       29

<PAGE>



           Securities Act the Shares  purchased will be subject to  restrictions
           on resale within Ontario until such time as:

            a)        the  appropriate  "hold period" has been satisfied and the
                      Purchaser has complied with other applicable requirements,
                      including the filing of  appropriate  reports  pursuant to
                      applicable securities legislation;

            b)        a further  statutory  exemption  may be relied upon by the
                      Purchaser;  or

            c)        an appropriate discretionary order is obtained pursuant to
                      applicable securities laws.

           Since the Seller's not a reporting issuer in the Province of Ontario,
           the  applicable  hold  period  may never  expire,  and if no  further
           statutory  exemption may be relied upon and if no discretionary order
           or ruling is obtained  this could result in the  Purchaser  having to
           hold the Shares for an  indefinite  period of time.  Pursuant  to the
           Ontario  Securities  Act a  restrictive  legend will be placed on the
           certificate   representing   the  Shares  which   reflect  the  above
           referenced hold period.

6.         Exemption;  Reliance on  Representations.  The Purchaser  understands
           that the offer and sale of the Shares is not being  registered  under
           the 1933 Act. The Seller is relying on the rules governing offers and
           sales made outside the United States  pursuant to Regulation S. Rules
           901 through 905 of Regulation S govern this transaction.

7.         Transfer  Agent  Instructions.  The Seller's  transfer  agent will be
           instructed  to  issue  one or more  share  certificates  representing
           Shares with a  restrictive  legend in the names of  purchasers  to be
           specified  prior to the  closing and that the Shares have been issued
           pursuant  to  Regulation  S.  The  Seller  further  warrants  that no
           instructions  have been  given to the  transfer  agent and that these
           shares be freely transferable on the books and records of the Company
           subject to compliance with applicable securities laws.

8.          Stock   Delivery  Instructions.  The share   certificates  shall  be
            delivered to the  Purchaser on a delivery  versus  payment  basis at
            such times and places to be mutually agreed.

9.          Closing  Date.   The date  of the issuance of the sale of the Shares
            (the  "Closing  Date") shall be on or before March 16, 2000, or such
            other mutually agreed to time and place.

10.         Conditions  to   the   Company's  Obligation to Sell.  The Purchaser
            understands  the  Seller's  obligation  to sell  the  Shares  to the
            Purchaser is conditioned upon:

            a.  The receipt and  acceptance  by the Seller of this  Subscription
                Agreement  for all the Shares as  evidenced by execution of this
                Subscription Agreement by the President or Vice President of the
                Seller;

            b.  Delivery  into the closing  depository  by the Purchaser of good
                funds as payment in full for the purchase of the Shares;

            c.  The shareholders of the Seller approving additional shares to be
                authorized,  if  necessary,  sufficient  to satisfy the terms of
                this Agreement.



                                       30

<PAGE>



11.        Conditions  to  the  Purchaser's  Obligation to Purchase.  The Seller
           understands  that  the Purchaser's  obligation to purchase the Shares
           is conditioned upon:

            a.  Acceptance  by  the  Purchaser  of a  satisfactory  Subscription
                Agreement for the sale of the Shares;

            b.  Delivery of Shares of common stock with restrictive legend;

            c.  The  Purchaser's   determination,   in  its  sole  and  absolute
                discretion, to acquire the Shares pursuant to this Agreement.

12.        Governing Law. This Agreement shall be governed by and interpreted in
           accordance of the laws of the State of Delaware.

           IN WITNESS WHEREOF, This Offshore Securities  Subscription  Agreement
was executed on the date first written below.


Dated at Toronto, Ontario, this 16th day of March, 2000

INTERWARD CAPITAL CORPORATION


Per:         /s/ Andrew Best
             ---------------------------------------
             (Authorized Signatory)

Title: President

Accepted this 16th day of March, 2000

DELTA CAPITAL TECHNOLOGIES, INC.


Per:       /s/ Paul Davis
           -----------------------------------------
           Paul Davis, President




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<PAGE>





                                   EXHIBIT 4.9

                            2000 STOCK OPTION PLAN OF



                        DELTA CAPITAL TECHNOLOGIES, INC.

                                  May 30, 2000






                             A Delaware Corporation














May 30, 2000
As approved by the Board of Directors
June 9, 2000



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<PAGE>







                              STOCK OPTION PLAN OF
                        DELTA CAPITAL TECHNOLOGIES, INC.

                                TABLE OF CONTENTS

                                                                   Page No.


PURPOSE OF THE PLAN...................................................1

TYPES OF STOCK OPTIONS................................................1

DEFINITIONS...........................................................1

ADMINISTRATION OF THE PLAN............................................2

GRANT OF OPTIONS......................................................3

STOCK SUBJECT TO PLAN.................................................3

TERMS AND CONDITIONS OF OPTIONS.......................................4

TERMINATION OR AMENDMENT OF THE PLAN..................................8

INDEMNIFICATION.......................................................8

EFFECTIVE DATE AND TERM OF THE PLAN...................................9




                                       33

<PAGE>





                              STOCK OPTION PLAN OF
                        DELTA CAPITAL TECHNOLOGIES, INC.

                             A Delaware Corporation

--------------------------------------------------------------------------------

1.         PURPOSE OF THE  PLANPURPOSE OF THE  PLANPURPOSE OF THE PLANPURPOSE OF
           THE  PLANPURPOSE  OF  THE  PLANPURPOSE  OF  THE  PLANPURPOSE  OF  THE
           PLANPURPOSE OF THE PLANPURPOSE OF THE PLANPURPOSE OF THE PLAN

The  purpose of this Plan is to  strengthen  Delta  Capital  Technologies,  Inc.
(hereinafter  the "Company") by providing  incentive stock options as a means to
attract, retain and motivate key corporate personnel, through ownership of stock
of the Company,  and to attract  individuals  of  outstanding  ability to render
services to and enter the employment of the Company or its subsidiaries.

2.         TYPES  OF  STOCK   OPTIONSTYPES  OF  STOCK   OPTIONSTYPES  OF   STOCK
           OPTIONSTYPES   OF   STOCK   OPTIONSTYPES   OF  STOCK  OPTIONSTYPES OF
           STOCK  OPTIONSTYPES   OF  STOCK OPTIONSTYPES OF STOCK OPTIONSTYPES OF
           STOCK OPTIONSTYPES OF STOCK OPTIONS

There  shall be two types of Stock  Options  (referred  to  herein as  "Options"
without distinction between such different types) that may be granted under this
Plan: (1) Options  intended to qualify as Incentive  Stock Options under Section
422 of the Internal  Revenue Code ("Qualified  Stock Options"),  and (2) Options
not  specifically  authorized or qualified  for  favorable  income tax treatment
under the Internal Revenue Code ("Non-Qualified Stock Options").

3.         DEFINITIONS

The following definitions are applicable to the Plan:

            (1)  Board. The Board of Directors of the Company.

            (2)  Code.  The Internal  Revenue Code of 1986, as amended from time
                 to time.

            (3)  Common Stock. The shares of Common Stock of the Company.

            (4)  Company.   Delta   Capital   Technologies,   Inc.,  a  Delaware
                 corporation.

            (5)  Consultant.  An individual or entity that renders  professional
                 services to the Company as an independent contractor and is not
                 an employee or under the direct  supervision and control of the
                 Company.

            (6)  Disabled  or  Disability.  For the  purposes  of  Section  7, a
                 disability of the type defined in Section 22(e)(3) of the Code.
                 The determination of whether an individual is Disabled or has a
                 Disability is determined  under  procedures  established by the
                 Plan Administrator for purposes of the Plan.

            (7)  Fair Market Value.  For purposes of the Plan,  the "fair market
                 value"  per share of Common  Stock of the  Company  at any date
                 shall be: (a) if the Common  Stock is listed on an  established
                 stock exchange or exchanges or the NASDAQ National Market,  the
                 closing  price per share on the last  trading  day  immediately
                 preceding such date on the



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<PAGE>


                 principal  exchange  on which it is  traded or as  reported  by
                 NASDAQ;  or (b) if the  Common  Stock is not then  listed on an
                 exchange or the NASDAQ  National  Market,  but is quoted on the
                 NASDAQ Small Cap Market,  the NASDAQ electronic  bulletin board
                 or the National  Quotation  Bureau pink sheets,  the average of
                 the closing bid and asked prices per share for the Common Stock
                 as quoted by NASDAQ or the National  Quotation  Bureau,  as the
                 case may be, on the last trading day immediately preceding such
                 date;  or (c) if the  Common  Stock  is not then  listed  on an
                 exchange or the NASDAQ National Market,  or quoted by NASDAQ or
                 the National  Quotation  Bureau,  an amount  determined in good
                 faith by the Plan Administrator.

            (8)  Incentive  Stock  Option.  Any Stock Option  intended to be and
                 designated as an "incentive stock option" within the meaning of
                 Section 422 of the Code.

            (9)  Non-Qualified  Stock  Option.  Any Stock  Option that is not an
                 Incentive Stock Option.

            (10) Optionee. The recipient of a Stock Option.

            (11) Plan  Administrator.  The board or the Committee  designated by
                 the Board pursuant to Section 4 to administer and interpret the
                 terms of the Plan.

            (12) Stock  Option.  Any option to purchase  shares of Common  Stock
                 granted pursuant to Section 7.


4.         ADMINISTRATION OF THE PLAN

This Plan shall be  administered  by the Board of Directors or by a Compensation
Committee  (hereinafter  the  "Committee")  composed of members selected by, and
serving at the pleasure of, the Board of Directors  (the "Plan  Administrator").
Subject  to the  provisions  of the  Plan,  the Plan  Administrator  shall  have
authority to construe and interpret the Plan, to promulgate,  amend, and rescind
rules and regulations  relating to its  administration,  to select, from time to
time, among the eligible  employees and non-employee  consultants (as determined
pursuant to Section 5) of the Company and its  subsidiaries  those employees and
consultants to whom Stock Options will be granted, to determine the duration and
manner of the grant of the Options,  to determine the exercise price, the number
of shares  and other  terms  covered  by the Stock  Options,  to  determine  the
duration  and purpose of leaves of absence  which may be granted to Stock Option
holders without constituting termination of their employment for purposes of the
Plan,  and  to  make  all of  the  determinations  necessary  or  advisable  for
administration  of the Plan. The  interpretation  and  construction  by the Plan
Administrator  of any  provision  of the Plan,  or of any  agreement  issued and
executed under the Plan, shall be final and binding upon all parties.  No member
of the  Committee  or Board  shall be liable  for any  action  or  determination
undertaken  or made in good  faith  with  respect  to the Plan or any  agreement
executed pursuant to the Plan.

All of the  members of the  Committee  shall be persons  who,  in the opinion of
counsel to the  Company,  are outside  directors  and  "non-employee  directors"
within the meaning of Rule  16b-3(b)(3)(i)  promulgated  by the  Securities  and
Exchange  Commission.  From time to time, the Board may increase or decrease the
size of the Committee,  and add  additional  members to, or remove members from,
the  Committee.  The  Committee  shall act pursuant to a majority  vote,  or the
written  consent of a majority of its members,  and minutes shall be kept of all
of its meetings and copies  thereof  shall be provided to the Board.  Subject to
the  provisions of the Plan and the  directions of the Board,  the Committee may
establish and follow such rules and  regulations for the conduct of its business
as it may deem advisable.



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<PAGE>



At the option of the Board, the entire Board of Directors of the Company may act
as the Plan  Administrator  during  such  periods of time as all  members of the
Board are "outside directors" as defined in Prop. Treas. Regs.  '1.162-27(e)(3),
except that this requirement  shall not apply during any period of time prior to
the date the Company's Common Stock becomes registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.

5.         GRANT   OF    OPTIONSGRANT    OF    OPTIONSGRANT   OF OPTIONSGRANT OF
           OPTIONSGRANT   OF   OPTIONSGRANT   OF OPTIONSGRANT OF OPTIONSGRANT OF
           OPTIONSGRANT OF OPTIONSGRANT OF OPTIONS

The Company is hereby  authorized to grant Incentive Stock Options as defined in
section 422 of the Code to any  employee or director  (including  any officer or
director  who is an employee)  of the  Company,  or of any of its  subsidiaries;
provided, however, that no person who owns stock possessing more than 10% of the
total  combined  voting power of all classes of stock of the Company,  or any of
its parent or subsidiary corporations, shall be eligible to receive an Incentive
Stock  Option under the Plan unless at the time such  Incentive  Stock Option is
granted the Option price is at least 110% of the fair market value of the shares
subject to the Option, and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.

An  employee  may  receive  more than one  Option  under the Plan.  Non-Employee
Directors  shall be  eligible  to  receive  Non-Qualified  Stock  Options in the
discretion of the Plan Administrator.  In addition,  Non-Qualified Stock Options
may be granted to Consultants who are selected by the Plan Administrator.

6.         STOCK SUBJECT TO PLAN

The stock  available  for grant of Options under the Plan shall be shares of the
Company's  authorized  but unissued,  or  reacquired,  Common Stock.  Subject to
adjustment as provided  herein,  the maximum  aggregate  number of shares of the
Company's common stock that may be optioned and sold under the Plan is _________
shares.  The maximum  aggregate  number of shares of the Company's  common stock
that may be optioned  and sold under the Plan will be  increased  effective  the
first day of each of the Company's  fiscal  quarters,  beginning with the fiscal
quarter commencing January 1, 2001, by an amount equal to the lesser of:

     (1) The number of shares which is equal to 15% of the outstanding shares of
         the Common  Stock on the first day of the  applicable  fiscal  quarter,
         less the number of shares of Common  Stock  which may be  optioned  and
         sold  under the Plan  prior to the first day of the  applicable  fiscal
         quarter; and

     (2) a lesser  number of shares of Common Stock  determined  by the board of
         directors of the Company.

The maximum  number of shares for which an Option may be granted to any Optionee
during any calendar  year shall not exceed three  percent (3%) of the issued and
outstanding  common  shares of the  Company.  In the event that any  outstanding
Option  under the Plan for any reason  expires or is  terminated,  the shares of
Common Stock allocable to the  unexercised  portion of the Option shall again be
available  for  Options  under the Plan as if no Option  had been  granted  with
regard to such shares.

7.         TERMS AND CONDITIONS OF

Options granted under the Plan shall be evidenced by agreements  (which need not
be identical) in such form and containing  such  provisions  that are consistent
with the Plan as the Plan  Administrator  shall from


                                       36

<PAGE>



time to time approve.  Such  agreements may  incorporate all or any of the terms
hereof by reference and shall comply with and be subject to the following  terms
and conditions:

     (1) Number of Shares.  Each Option  agreement  shall  specify the number of
         shares subject to the Option.

     (2) Option Price.  The purchase  price for the shares subject to any Option
         shall be determined by the Plan Administrator at the time of the grant,
         but shall not be less than 85% of Fair Market Value per share. Anything
         to the  contrary  notwithstanding,  the  purchase  price for the shares
         subject to any  Incentive  Stock  Option shall not be less than 100% of
         the Fair Market  Value of the shares of Common  Stock of the Company on
         the date the Stock Option is granted. In the case of any Option granted
         to an  employee  who owns stock  possessing  more than 10% of the total
         combined voting power of all classes of stock of the Company, or any of
         its parent or  subsidiary  corporations,  the Option price shall not be
         less than 110% of the Fair Market  Value per share of the Common  Stock
         of the  Company  on the date the Option is  granted.  For  purposes  of
         determining the stock ownership of an employee,  the attribution  rules
         of Section 424(d) of the Code shall apply.

     (3) Notice and Payment.  Any  exercisable  portion of a Stock Option may be
         exercised  only by: (a)  delivery  of a written  notice to the  Company
         prior to the time when such Stock Option becomes  unexercisable herein,
         stating the number of shares bring  purchased  and  complying  with all
         applicable rules established by the Plan Administrator;  (b) payment in
         full of the exercise price of such Option by, as  applicable,  delivery
         of: (i) cash or check for an amount equal to the aggregate Stock Option
         exercise  price for the number of shares being  purchased,  (ii) in the
         discretion  of the  Plan  Administrator,  upon  such  terms as the Plan
         Administrator  shall  approve,  a  copy  of  instructions  to a  broker
         directing such broker to sell the Common Stock for which such Option is
         exercised,  and to remit to the Company the aggregate exercise price of
         such Stock Option (a "cashless  exercise"),  or (iii) in the discretion
         of the Plan  Administrator,  upon such terms as the Plan  Administrator
         shall  approve,  shares  of the  Company's  Common  Stock  owned by the
         Optionee, duly endorsed for transfer to the Company, with a Fair Market
         Value on the date of delivery equal to the aggregate  purchase price of
         the  shares  with  respect  to which  such  Stock  Option or portion is
         thereby exercised (a  "stock-for-stock  exercise");  (c) payment of the
         amount of tax required to be withheld  (if any) by the Company,  or any
         parent or subsidiary corporation as a result of the exercise of a Stock
         Option. At the discretion of the Plan Administrator, upon such terms as
         the Plan  Administrator  shall  approve,  the Optionee may pay all or a
         portion of the tax  withholding  by:  (i) cash or check  payable to the
         Company, (ii) a cashless exercise, (iii) a stock-for-stock exercise, or
         (iv) a combination of one or more of the foregoing payment methods; and
         (d)  delivery of a written  notice to the Company  requesting  that the
         Company  direct the  transfer  agent to issue to the  Optionee  (or his
         designee) a  certificate  for the number of shares of Common  Stock for
         which the Option was exercised or, in the case of a cashless  exercise,
         for  any  shares  that  were  not  sold  in  the   cashless   exercise.
         Notwithstanding the foregoing, the Company, in its sole discretion, may
         extend and maintain,  or arrange for the extension and  maintenance  of
         credit to any  Optionee  to finance the  Optionee's  purchase of shares
         pursuant to the exercise of any Stock  Option,  on such terms as may be
         approved by the Plan Administrator,  subject to applicable  regulations
         of the  Federal  Reserve  Board and any other  laws or  regulations  in
         effect at the time such credit is extended.

     (4) Terms of Option. No Option shall be exercisable after the expiration of
         the  earliest  of: (a)



                                       37

<PAGE>



         ten years after the date the Option is granted,  (b) three Months after
         the  date  the   Optionee's   employment   with  the  Company  and  its
         subsidiaries  terminates,  or a  Non-Employee  Director  or  Consultant
         ceases to provide  services  to the  Company,  if such  termination  or
         cessation is for any reason  other than  Disability  or death,  (c) one
         year after the date the Optionee's employment with the Company, and its
         subsidiaries,  terminates,  or a  Non-Employee  Director or  Consultant
         ceases to provide  services  to the  Company,  if such  termination  or
         cessation is a result of death or Disability;  provided,  however, that
         the Option  agreement for any Option may provide for shorter periods in
         each of the  foregoing  instances.  In the case of an  Incentive  Stock
         Option granted to an employee who owns stock  possessing  more than 10%
         of the  total  combined  voting  power of all  classes  of stock of the
         Company, or any of its parent or subsidiary corporations,  the term set
         forth in (a) above shall not be more than five years after the date the
         Option is granted.

     (5) Exercise  of an  Option.  No Option  shall be  exercisable  during  the
         lifetime of an Optionee by any person other than the Optionee.  Subject
         to the foregoing,  the Plan  Administrator  shall have the power to set
         the time or times within which each Option shall vest or be exercisable
         and to accelerate the time or times of vesting and exercise;  provided,
         however each Option shall  provide the right to exercise at the rate of
         at least  20% per year  over  five  years  from the date the  Option is
         granted.  Unless  otherwise  provided by the Plan  Administrator,  each
         Option will not be subject to any vesting  requirements.  To the extent
         that an  Optionee  has the right to  exercise  an Option  and  purchase
         shares pursuant  hereto,  the Option may be exercised from time to time
         by written  notice to the  Company,  stating the number of shares being
         purchased and  accompanied by payment in full of the exercise price for
         such shares.

     (6) No Transfer of Option.  No Option shall be  transferable by an Optionee
         otherwise than by will or the laws of descent and distribution.

     (7) Limit on  Incentive  Stock  Option.  The  aggregate  Fair Market  Value
         (determined  at the time the  Option  is  granted)  of the  stock  with
         respect to which an Incentive  Stock Option is granted and  exercisable
         for the first time by an Optionee  during any calendar  year (under all
         Incentive Stock Option plans of the Company and its subsidiaries) shall
         not exceed  $100,000.  To the extent the  aggregate  Fair Market  Value
         (determined  at the time the Stock  Option is  granted)  of the  Common
         Stock with respect to which Incentive Stock Options are exercisable for
         the first time by an  Optionee  during  any  calendar  year  (under all
         Incentive  Stock  Option  plans  of  the  Company  and  any  parent  or
         subsidiary  corporations) exceeds $100,000, such Stock Options shall be
         treated as  Non-Qualified  Stock Options.  The  determination  of which
         Stock Options shall be treated as Non-Qualified  Stock Options shall be
         made by taking  Stock  Options  into account in the Order in which they
         were granted.

     (8) Restriction  on Issuance of Shares.  The issuance of Options and shares
         shall be subject to compliance with all of the applicable  requirements
         of law with respect to the issuance and sale of securities,  including,
         without limitation,  any required  qualification under state securities
         laws. If an Optionee  acquires  shares of Common Stock  pursuant to the
         exercise of an Option, the Plan Administrator,  in its sole discretion,
         may require as a condition of issuance of shares  covered by the Option
         that the shares of Common Stock be subject to restrictions on transfer.
         The Company may place a legend on the share certificates reflecting the
         fact that they are subject to restrictions on transfer  pursuant to the
         terms of this  Section.  In  addition,  the Optionee may be required to
         execute a buy-sell



                                       38

<PAGE>


         agreement in favor of the Company or its  designee  with respect to all
         or any of the shares so acquired.  In such event, the terms of any such
         agreement shall apply to the optioned shares.

     (9) Investment Representation. Any Optionee may be required, as a condition
         of issuance of shares  covered by his or her Option,  to represent that
         the shares to be acquired  pursuant to  exercise  will be acquired  for
         investment and without a view toward distribution  thereof, and in such
         case,  the  Company  may  place a legend  on the  share  certificate(s)
         evidencing  the fact that they were acquired for  investment and cannot
         be sold or transferred  unless  registered  under the Securities Act of
         1933, as amended,  or unless  counsel for the Company is satisfied that
         the  circumstances  of  the  proposed  transfer  do  not  require  such
         registration.

     (10)Rights as a  Shareholder  or Employee.  An Optionee or transferee of an
         Option shall have no right as a stockholder of the Company with respect
         to any shares covered by any Option until the date of the issuance of a
         share  certificate  for such shares.  No  adjustment  shall be made for
         dividends  (Ordinary or  extraordinary,  whether cash,  securities,  or
         other property),  or distributions or other rights for which the record
         date is prior to the date such share  certificate is issued,  except as
         provided  below.  Nothing in the Plan or in any Option  agreement shall
         confer  upon any  employee  any right to  continue in the employ of the
         Company or any of its  subsidiaries  or  interfere  in any way with any
         right of the Company or any  subsidiary  to  terminate  the  Optionee's
         employment at any time.

     (11)No  Fractional  Shares.  In no event  shall the  Company be required to
         issue fractional  shares upon the exercise of an Option.

     (12)Exercise  in the  Event of  Death.  In the  event  of the  death of the
         Optionee,  any Option or  unexercised  portion  thereof  granted to the
         Optionee, to the extent exercisable by him or her on the date of death,
         may be exercised by the Optionee's personal representatives,  heirs, or
         legatees subject to the provisions of paragraph (d) above.

     (13)Recapitalization or Reorganization of the Company.  Except as otherwise
         provided herein,  appropriate and  proportionate  adjustments  shall be
         made (1) in the number and class of shares  subject to the Plan, (2) to
         the Option rights granted under the Plan, and (3) in the exercise price
         of such Option rights, in the event that the number of shares of Common
         Stock of the Company are  increased or decreased as a result of a stock
         dividend (but only on Common Stock),  stock split, reverse stock split,
         recapitalization, reorganization, merger, consolidation, separation, or
         like change in the  corporate or capital  structure of the Company.  In
         the event there shall be any other  change in the number or kind of the
         outstanding  shares of  Common  Stock of the  Company,  or any stock or
         other  securities into which such common stock shall have been changed,
         or for  which it shall  have  been  exchanged,  whether  by reason of a
         complete  liquidation  of the Company or a merger,  reorganization,  or
         consolidation  with any other  corporation  in which the Company is not
         the  surviving  corporation,  or the  Company  becomes  a  wholly-owned
         subsidiary  of  another  corporation,  then if the  Plan  Administrator
         shall,  in its sole  discretion,  determine that such change  equitably
         requires an adjustment to shares of Common Stock  currently  subject to
         Options under the Plan, or to prices or terms of  outstanding  Options,
         such adjustment shall be made in accordance with such determination.




                                       39

<PAGE>




         To the  extent  that  the  foregoing  adjustments  relate  to  stock or
         securities of the Company,  such  adjustment  shall be made by the Plan
         Administrator,  the  determination  of which in that  respect  shall be
         final, binding, and conclusive.  No right to purchase fractional shares
         shall result from any  adjustment of Options  pursuant to this Section.
         In case of any such adjustment,  the shares subject to the Option shall
         he rounded down to the nearest  whole share.  Notice of any  adjustment
         shall be given by the Company to each Optionee whose Options shall have
         been so adjusted and such  adjustment  (whether or not notice is given)
         shall be effective and binding for all purposes of the Plan.

         In the event of a  complete  liquidation  of the  Company  or a merger,
         reorganization,   or  consolidation  of  the  Company  with  any  other
         corporation in which the Company is not the surviving  corporation,  or
         the Company becomes a wholly-owned  subsidiary of another  corporation,
         any  unexercised  Options  granted  under  the  Plan  shall  be  deemed
         cancelled  unless  the  surviving   corporation  in  any  such  merger,
         reorganization, or consolidation elects to assume the Options under the
         Plan  or to  issue  substitute  Options  in  place  thereof;  provided,
         however,  that notwithstanding the foregoing,  if such Options would be
         cancelled in accordance with the foregoing, the Optionee shall have the
         right exercisable during a ten-day period ending on the fifth day prior
         to such  liquidation,  merger, or consolidation to exercise such Option
         in  whole  or in  part  without  regard  to  any  installment  exercise
         provisions in the Option agreement.

         (14)  Modification,  Extension  and Renewal of Options.  Subject to the
               terms and conditions and within the  limitations of the Plan, the
               Plan  Administrator  may  modify,  extend  or  renew  outstanding
               options  granted  under  the Plan and  accept  the  surrender  of
               outstanding  Options (to the extent not  theretofore  exercised).
               The Plan Administrator  shall not, however,  without the approval
               of the Board,  modify any  outstanding  Incentive Stock Option in
               any  manner  that  would  cause the  Option  not to qualify as an
               Incentive  Stock Option  within the meaning of Section 422 of the
               Code. Notwithstanding the foregoing, no modification of an Option
               shall,  without the consent of the Optionee,  alter or impair any
               rights of the Optionee under the Option.

         (15)  Other  Provisions.  Each  Option may  contain  such other  terms,
               provisions,  and conditions not inconsistent with the Plan as may
               be determined by the Plan Administrator.

8.         TERMINATION OR AMENDMENT OF THE  PLANTERMINATION  OR AMENDMENT OF THE
           PLANTERMINATION  OR AMENDMENT OF THE  PLANTERMINATION OR AMENDMENT OF
           THE  PLANTERMINATION OR AMENDMENT OF THE PLANTERMINATION OR AMENDMENT
           OF  THE  PLANTERMINATION  OR  AMENDMENT  OF  THE  PLANTERMINATION  OR
           AMENDMENT OF THE  PLANTERMINATION OR AMENDMENT OF THE PLANTERMINATION
           OR AMENDMENT OF THE PLAN

The Board may at any time terminate or amend the Plan;  provided  that,  without
approval  of the  holders  of a majority  of the  shares of Common  Stock of the
Company  represented  and  voting  at a duly held  meeting  at which a quorum is
present or the written consent of a majority of the outstanding shares of Common
Stock, there shall be (except by operation of the provisions  provided above) no
increase  in the total  number of shares  covered by the Plan,  no change in the
class of  persons  eligible  to  receive  options  granted  under the  Plan,  no
reduction  in the  exercise  price of  Options  granted  under the Plan,  and no
extension of the latest date upon which Options may be  exercised;  and provided
further that,  without the



                                       40

<PAGE>


consent of the Optionee,  no amendment may adversely affect any then outstanding
Option or any unexercised portion thereof.

9.         INDEMNIFICATIONINDEMNIFICATIONINDEMNIFICATIONINDEMNIFICATIONINDEMNIFI
           CATIONINDEMNIFICATIONINDEMNIFICATIONINDEMNIFICATIONINDEMNIFICATIONIND
           EMNIFICATION

In addition to such other rights of  indemnification as they may have as members
of the Board  Committee  that  administers  the Plan,  the  members  of the Plan
Administrator  shall be indemnified by the Company against  reasonable  expense,
including  attorney's fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding,  or in connection with any appeal
therein to which  they,  or any of them,  may be a party by reason of any action
taken or  failure  to act  under or in  connection  with the Plan or any  Option
granted  thereunder,  and against any and all amounts paid by them in settlement
thereof  (provided  such  settlement  is approved by  independent  legal counsel
selected by the Company). In addition,  such members shall be indemnified by the
Company for any amount paid by them in satisfaction of a judgment in any action,
suit,  or  proceeding,  except in  relation to matters as to which it shall have
been  adjudged  that such member is liable for  negligence  or misconduct in the
performance  of his or her duties,  provided  however  that within 60 days after
institution of any such action, suit, or proceeding, the member shall in writing
offer the Company the opportunity,  at its own expense, to handle and defend the
same.

10.        EFFECTIVE  DATE  AND TERM OF THE  PLANEFFECTIVE  DATE AND TERM OF THE
           PLANEFFECTIVE DATE AND TERM OF THE PLANEFFECTIVE DATE AND TERM OF THE
           PLANEFFECTIVE DATE AND TERM OF THE PLANEFFECTIVE DATE AND TERM OF THE
           PLANEFFECTIVE DATE AND TERM OF THE PLANEFFECTIVE DATE AND TERM OF THE
           PLANEFFECTIVE DATE AND TERM OF THE PLANEFFECTIVE DATE AND TERM OF THE
           PLAN

This Plan shall become effective (the "Effective  Date") on the date of adoption
by the board of directors.  Options  granted under the Plan prior to shareholder
approval are subject to  cancellation by the Plan  Administrator  if shareholder
approval is not obtained within 12 months of the date of adoption. Unless sooner
terminated  by the  Board in its sole  discretion,  this  Plan  will  expire  on
December 31, 2009.

IN WITNESS WHEREOF,  the Company by its duly authorized officer, has caused this
Plan to be executed as of the 30th day of May, 2000.

DELTA CAPITAL TECHNOLOGIES, INC.

/s/ Michael Horsey
By:        Michael Horsey
Its:       Chairman



                                       41

<PAGE>





                                  EXHIBIT 10.14

                        DELTA CAPITAL TECHNOLOGIES, INC.
                         Suite 255, 999 - 8th Street SW
                               Calgary, AB T2R 1J5
                     Tel. (403) 244-7300 Fax. (403) 244-7211



                                                                  May 12, 2000



Mr. Paul Davis
3 Stratton Place SW
Calgary, AB  T3H 1T6

                       RE: Settlement of Outstanding Debts

Dear Paul:

Further  to our  discussions  over  the past two  weeks  concerning  outstanding
indebtedness owed by our company to you on account of expenses and advances made
and incurred by you on our behalf since  incorporation,  we write to confirm our
agreement whereby you will accept the sum of $60,000 in full satisfaction of all
amounts owing by our company to you in this respect.

Kindly indicate your agreement to the above terms by signing below and returning
a copy of this letter.

Yours truly,

DELTA CAPITAL TECHNOLOGIES, INC.


/s/ Michael Horsey
Michael Horsey
Chairman


ACCEPTED AND AGREED TO THIS 12th day of May, 2000

/s/ Paul Davis
--------------------------------------------------------------
Paul Davis




                                       42

<PAGE>





                                  EXHIBIT 10.15

Delta Capital Technologies Inc.                                  April 17, 2000
Suite 806 - 1904 Third Avenue
Seattle, Washington  98101

Attention:           Mr. Michael Horsey
                     Chairman


Dear Sirs:           RE:       In House Legal Counsel Services Agreement

Thank  you  for   the  opportunity   to  act as In  House Legal Counsel to Delta
Capital  Technologies  Inc. by submitting  this proposal for services.

Scope.  The scope of my duties as In House Legal Counsel will be:

1. Advise on general corporate and contractual  matters involving Delta Capital,
including   relationship   agreements,   joint   venture/partnerships,   leases,
employment contracts,  licensing  agreements,  royalty agreements and such other
contracts as Delta Capital my become involved in from time to time.

2. Assist in  negotiating/documenting  joint  venture/partnership  opportunities
with  other  entities  involved  in  the  e-Business  applications  distribution
network.

3. Liaise with and instruct  professional  advisors to Delta Capital  respecting
structure,  terms  and  conditions  of  all  contractual  arrangements  for  any
development opportunity including legal, accounting, tax, lobby and other areas,
as and when may be required by Delta Capital;

4. Liaise with other  members of the Delta Capital  Executive  Team on corporate
initiatives involving a commitment or obligation for Delta Capital;

5. Report to the Chairman of the Board.

Term.      Month to month commencing May 1, 2000


Fees.

The fee for my In House  Counsel  Services  hereunder  will be $ 3,000 per month
payable on the first of May and the same

date each month thereafter..

Stock Options:  I will be entitled to participate in Delta  Capital's  Executive
Stock Option Program and will be granted an option to purchase  25,000 shares in
the  capital  of Delta  Capital  at a price of $US 2.00 per  share,  subject  to
regulatory approval,  and subject to approval of the Company's 2000 Stock Option
Plan by the Board of Directors of the Company.

Expenses.  Reasonable  expenses  incurred in fulfilling my duties hereunder will
be reimbursed by Delta Capital upon presentation.

Other:     The following will apply throughout the term of this agreement:

1. The association shall be considered as a fee consultant/client  relationship,
wherein the consultant may represent  himself as In House Legal Counsel of Delta
Capital at its direction,  but will not be considered as or represent himself as
an employee of Delta Capital or  associated  entities and will have no authority
to bind Delta Capital.



                                       43

<PAGE>




2. All conversations,  memos,  files, data or other information  acquired and/or
shared during the course of this study that are  confidential  to Delta Capital,
including  this  agreement  will be  treated  as  confidential  and  will not be
transmitted to other parties without prior mutual consent.
3. I have advised you that I carry on business in my own law firm,  as well as a
business  consultant and am active in advising  clients on various  matters.  My
work hereunder will not prevent me from acting in that capacity  unless there is
a conflict involved.
4. After three months of service under this contract,  Delta Capital will review
it needs  for in house  counsel  services  to  determine  if an  increase  in my
involvement  is  warranted  at that  time with a view to  considering  full time
employment  in this  capacity.  If such is the case, an  appropriate  employment
contract would be entered into at that time.

           If this proposal is acceptable  please sign below and fax back a copy
to me at 1.604.985.4472  and I will provide your office with particulars for the
first fee payment. Again, I sincerely look forward to assisting Delta Capital in
its expansion endeavors.

Yours very truly,

/s/ Bernie J. Malach
Bernie J. Malach


ACCEPTED AND AGREED TO this 28th day of April, 2000

DELTA CAPITAL TECHNOLOGIES INC.


/s/ Michael Horsey
Michael Horsey, Chairman





                                       44

<PAGE>





                                  EXHIBIT 10.16

Delta Capital Technologies Inc.                                July 24, 2000
Suite 806 - 1904 Third Avenue
Seattle, Washington  98101

Attention:           Mr. Michael Horsey
                     Chairman

Dear Sirs:           RE:       Chief Financial Officer Services Agreement

Thank  you for the  opportunity  to act as Chief  Financial  Officer  for  Delta
Capital  Technologies  Inc.  on the terms  outlined in this  letter,  which when
accepted by you will constitute the agreement between Delta Capital Technologies
("Delta Capital") and Lawrence P. Tombari ("Tombari").

Scope.  The scope of my duties as acting Chief  Financial  Officer and expending
in the order of 70-80 hours per month,  providing the following services:

1. Advise on general financial matters involving Delta Capital  as requested;
2. Examine existing financial operational controls, reporting, and resources and
make  recommendations for financial  management of Delta Capital;
3. Liaise  with   other   members  of  the  Delta  Capital  Executive  Team   on
corporate  initiatives involving a financial commitment or obligation for
Delta Capital;
4. Liaise  with  and instruct professional advisors to Delta Capital  respecting
structure,  terms and conditions of all financial  arrangements  for the company
including legal, accounting,  tax,  lobby and other  areas,  as and when may be
required by Delta Capital;
5. Report to the Chairman of the Board.

Term.  The Term of this  agreement  commences  on July 1,  2000 and  ends on the
earlier  of:  a] three  months;  or b] execution of a full-time employment
agreement

Fees.  The  fee  for  my financial  services  hereunder  will  be $ 9,000 US per
month payable on the last day of each month of this contract.

Expenses.  Reasonable expenses incurred in  fulfilling my duties hereunder  will
be reimbursed by Delta Capital upon presentation.

Full Time  Employment:  Our mutual intent is to progress to full time employment
of  Tombari  as the  Chief  Financial  Officer  of  Delta  Capital.  The  formal
employment  agreement  would  address  matters  typical  for a contract  of this
nature, including:

            Compensation: To be negotiated, but starting not significantly above
            budget range.

            Term: Full time permanent  employee for a term to be negotiated,  or
            permanent  open ended with notice  requirements  both ways

            Preferred  Stock:  250,000  shares,  upon  execution  of  full  time
            employment agreement.

            Stock Options: 200,000 shares, vesting to be negotiated.

Other Terms:   The following will apply throughout the term of this agreement:
------------

1. The association shall be considered as a fee consultant/client  relationship,
wherein  Tombari  may  represent  himself  as Chief  Finanical  Officer of Delta
Capital at its direction,  but will not be considered as or represent himself as
an employee of Delta Capital or  associated  entities and will have no authority
to bind Delta Capital.



                                       45

<PAGE>



2. All conversations,  memos,  files, data or other information  acquired and/or
shared during the course of this study that are  confidential  to Delta Capital,
including  this  agreement  will be  treated  as  confidential  and  will not be
transmitted to other parties without prior mutual consent.
3. I have advised you that I carry on business as a business  consultant  and am
active in  advising  clients  on various  matters.  My work  hereunder  will not
prevent me from acting in that capacity unless there is a conflict involved.
4. Tombari  agrees not to provide any level of  competition  to Delta Capital or
accept any work for a competitor  of Delta  Capital  during the currency of this
agreement.

           If the above is  acceptable,  please  sign below and return a copy to
me. I  sincerely  look  forward to  assisting  Delta  Capital  in its  expansion
endeavors.

Yours very truly,

/s/ Lawrence P. Tombari
Lawrence P. Tombari


ACCEPTED AND AGREED TO this _______day of July, 2000


DELTA CAPITAL TECHNOLOGIES INC.


/s/ Michael Horsey
Michael Horsey, Chairman




                                       46

<PAGE>





                                  EXHIBIT 10.17

                        DELTA CAPITAL TECHNOLOGIES, INC.
                         Suite 255, 999 - 8th Street SW
                            Calgary, Alberta T2R 1J5
                              Phone (403) 244-7300
                               Fax (403) 244-7211

                                                                 January 1, 2000
Attention: Mr. Terry Butchart

Dear Mr. Butchart:

Re:        Financial Advisory Agreement

We are writing to confirm the Agreement between Delta Capital Technologies, Inc.
(the "Company") and Bonanza Mgmt Ltd.  ("Bonanza") pursuant to which the Company
will  engage  Bonanza on the term  contained  herein and  subject to  regulatory
approval, to furnish certain financial services to the Company.

1.         Engagement

The company hereby engages Bonanza to provide  promotional and public  relations
services to the Company including but not limited to, the following:

(a)        contacting persons registered to trade in securities  pursuant to the
           provisions of the Securities Act or of the securities  legislation of
           the  jurisdiction  where such persons reside or conduct  business and
           informing them of the particulars of the development of the Company's
           business and the potential of the Company's  shares as an investment;
(b)        assisting the Company's board of directors  in  co-coordinating  any
           advertising and other public  relations  programs being
           implemented by the Company;
(c)        acting  in  a  liaison  capacity  between  the  directors  and senior
           officers  of the  Company,  the  persons  referred to  in  subsection
           1.1(a) and the shareholders of the Company;
(d)        circulating to the persons  referred to in subsection  1.1(a) such of
           the quarterly  reports and other documents  referred to in subsection
           1.1(b) as may be reasonably requested by such persons;
(e)        to assist with and/or secure  future major  financing for the Company
           through Private  Placements with securities  firms or other financial
           opportunities; and
(f)        such  other  services as may be agreed upon by the Company's board of
           directors and Bonanza.

2.         Term and Fee

The term of this Agreement will be two (2) years, commencing January 1, 2000 and
ending on January 1, 2002.  In  consideration  of the services to be rendered by
Bonanza  hereunder,  the  Company  agrees to pay  Bonanza a fee of $6,000 US per
month. Expenses incurred by Bonanza in providing the services rendered hereunder
will be reimbursed.

3.         Payment of Fee

The Company will make a payment upon signing of this Agreement and thereafter on
the 1st day of each month.  Each such  payment  shall be made in cash.  Expenses
will be reimbursed upon receipt of an Expense Summary with receipts.



                                       47

<PAGE>




4.         Approvals and Filings

The Company will apply for and use its best efforts to obtain the  acceptance of
the United States Securities and Exchange  Commission  ("SEC") of this Agreement
(the "Acceptance"). If required, the Company agrees to file with the SEC, within
the time periods required,  such reports,  forms and applicable fees that may be
required in connection with the foregoing.  Bonanza  expressly  acknowledges and
understands that this Agreement and the obligations of the Company hereunder are
expressly  conditional upon the Company  receiving the Acceptance  failing which
this Agreement shall be of no force of effect.

      The Company agrees to provide to Bonanza, from time to time and as soon as
      is  available,  financial  statements,  press  releases,  material  change
      reports, quarterly reports and filing statements of the Company.

      Bonanza  represents and warrants to, and covenants  with, the Company,  as
follows:

       (a)  Bonanza has the ability,  experience  and skills  necessary to carry
            out its  obligations  under  this  Agreement;

       (b)  Bonanza and its officers,  employees,  agents and consultants  shall
            comply with all applicable  securities  laws and  regulations of the
            SEC and federal laws applicable therein,  and

       (c)  Bonanza shall, and shall cause its officers,  employees,  agents and
            consultants  to act at  all  times  in  the  best  interests  of the
            Company.

5.         Termination

The Company may terminate its  obligations  under this Agreement prior to expiry
of the term hereof in the following manner:

       (a)  upon,  not less than  thirty (30) days notice in writing to Bonanza,
            effective  upon  the last  day of the  month  in which  the 30th day
            arises;  and

       (b)  Immediately and without notice, in the event of change of control of
            the Company.

6.         Assignment

Bonanza  shall  not  transfer  over  or  assign  to any  other  person,  firm or
corporation its rights or obligations under this Agreement.

7.         Entire Agreement

This Agreement  constitutes the entire Agreement  between the parties hereto and
supersedes all prior agreements, discussions and understandings, whether oral or
written.

8.         Arbitration

All  disputes  arising  out of or in  connection  with this  Agreement  shall be
referred to and finally  resolved by arbitration  under the rules of the British
Columbia  International  Commercial Arbitration Centre. The arbitration shall be
administered by the British Columbia International Commercial Arbitration Centre
in accordance  with its "Procedures of Cases under the  B.C.I.C.A.C.  Rules" and
the place for arbitration shall be Vancouver, British Columbia, Canada.



                                       48

<PAGE>




9.         Legal Fees

The parties agree that all legal fees incurred in connection with preparation of
this Agreement and obtaining necessary approvals of the SEC, together with costs
and fees associated therewith, shall be borne equally as between the Company and
Bonanza.

10.        Notices

Any notice or other writing required or permitted to be given hereunder shall be
deemed to be sufficiently  given if delivered or if mailed by registered mail or
sent by telecopy, addressed as follows:

      In the case of the Company:        In the case of Bonanza:

      Delta Capital Technologies, Inc.   Bonanza Mgmt Ltd.
      255, 999 - 8th Street SW           PO Box 48792 Bentall
      Calgary, AB  T2R 1Jt               Vancouver, BC  V7X 1A6
      Attention:  Michael Horsey         Attention:  Terry Butchart
      ---------                          ---------
      Facsimile: (403) 24407211          Facsimile: (604) 943-5727

11.        Successors and Assigns

All rights and  obligations of the parties  hereunder  shall be binding on their
heirs, executors, administrators, successors and assigns.

If the above sets forth your understanding of our Agreement, kindly execute this
letter where indicated below and return one copy to us.

Yours very truly,

DELTA CAPITAL TECHNOLOGIES, INC.

/s/ Michael E. Horsey
Michael E. Horsey
Chair

ACCEPTED AND AGREED to this _______ day of January 1, 2000

BONANZA MGMT LTD.

/s/ Terry Butchart
Terry Butchart
President



                                       49

<PAGE>





                                  EXHIBIT 10.18

                                  LEASE SUMMARY

BUILDING:                           Phoenix Place

LANDLORD:                           O&Y Properties Inc.

TENANT:                             Delta Capital Technologies Inc.

TRADE NAME:                         Delta Capital Technologies Inc.

TENANT ADDRESS:                     Suite 1000, 840 - 7th Avenue S.W.
                                    Calgary, Alberta

                                    T2P 3G2

INDEMNIFIER:                        N/A

PREMISES:                           1000
FLOOR:                              10th Floor

AREA:                               13,325 sq.ft.

TERM:                               5 yrs.

COMMENCEMENT
DATE:                               September 15, 2000

EXPIRY DATE:                        September 30, 2005

BASE RENT:

<TABLE>
<CAPTION>


From                           Monthly                        To                     Rate                         Annual
----                           -------                        --                     ----                         ------


<S>                           <C>                             <C>                   <C>                          <C>
September 15, 2000             September 30, 2005             $14.00                 $186,550.00                  $15,545.83

DEPOSIT:                       $51,803.15    Applied to:last two (2) months' Basic & Additional Rent inc. GST

</TABLE>


PARKING:  4 permits for random parking in the Phoenix Place parking facility and
4 permits for random parking in the 910-7th Avenue SW parking facility.  At this
time the  prevailing  rate is  $185.00  per  permit  per month for permit in the
Phoenix Place parking  facility;  $200.00 per permit per month for permit in the
910 - 7th Avenue SW parking facility Per Month

SECURITY AGREEMENT SIGNED:     No

RENEWAL TERM:                  5 yrs.

IMPORTANT AND ADDITIONAL CLAUSES



                                       50

<PAGE>



1.         Assignment - Section 7.6;
2.         Relocation - Section 8.10;
3.         Tenant's Insurance- Section 8.5;
4.         Default - Section 8.2;
5.         Deposit - Section 10.1;
6.         Parking - Section 10.2;
7.         Tenant's Leasehold Improvements - Section 10.3;
8.         Extension of Term - Section 10.4;
9.         Right of First Offer - Section 10.5;
10.        Letter of Credit - Section 10.6;





                                       51

<PAGE>

<PAGE>









                               O&Y PROPERTIES INC.

                                    LANDLORD


                                     - and -





                         Delta Capital Technologies Inc.
                                     TENANT











                                  OFFICE LEASE















BUILDING:  Phoenix Place

PREMISES:  1000




                                       52

<PAGE>





                                TABLE OF CONTENTS


ARTICLE I
      1.1                    Definitions

ARTICLE II                   INTENT OF LEASE
      2.1                    Net Lease

ARTICLE III
      3.1                    Demise

ARTICLE IV
      4.1                    Term

ARTICLE V
      5.1                    Rental
      5.2                    Pay By Direction
      5.3                    General Rent Provisions
      5.4                    Rent Disputes

ARTICLE VI                   COVENANTS OF LANDLORD
      6.1                    Caretaking and Repairs
      6.2                    Building Services
      6.3                    Access to Premises
      6.4                    Utilities
      6.5                    Quiet Possession
      6.6                    Impositions

ARTICLE VII                  COVENANTS OF TENANT
      7.1                    Utility Rates
      7.2                    Repairs
      7.3                    Notice of Accident or Defect
      7.4                    Alterations by Tenant
      7.5                    Ownership of Leasehold Improvements
      7.6                    Assigning or Subletting
      7.7                    Insolvency, etc.
      7.8                    Tenant's Taxes
      7.9                    Municipal By-laws
      7.10                   Indemnification
      7.11                   Last Six Months of Tenancy
      7.12                   Interest on Overdue Accounts
      7.13                   Rules and Regulations
      7.14                   Costs

ARTICLE VIII                 LANDLORD AND TENANT COVENANT WITH EACH OTHER
      8.1                    Occupancy After Term
      8.2                    Default
      8.3                    Damage and Destruction
      8.4                    Removal of Fixtures


                                       53

<PAGE>



      8.5                    Insurance
      8.6                    Landlord's Non-Liability
      8.7                    Accidental Stoppage of Services
      8.8                    Inability of the Landlord or Tenant to Perform
                                Covenants
      8.9                    Installation, Repair or Reconstruction of Services
                                or Common Areas
      8.10                   Relocation
      8.11                   Tax Amount, Utility Costs to the Premises and
                                Costs of Operation



ARTICLE

      8.12                   Statement Re Lease Standing
      8.13                   Postponement, Subordination and Assignment
      8.14                   Remedies to Subsist
      8.15                   Control of Project
      8.16                   Landlord's Right to Enter Premises
      8.17                   Special Services
      8.18                   Security Agreement
      8.19                   Indemnity
      8.20                   Notices
      8.21                   Registration
      8.22                   Governing Law
      8.23                   Gender
      8.24                   Captions

ARTICLE IX                   MISCELLANEOUS

      9.1                    Successors and Assigns
      9.2                    Complete Agreement
      9.3                    Time of the Essence

ARTICLE X                    ADDITIONAL PROVISIONS

     10.1                    Deposit
     10.2                    Parking
     10.3                    Tenant's Leasehold Improvements
     10.4                    Extension of Term
     10.5                    Right of First Offer
     10.6                    Letter of Credit






                                       54

<PAGE>





THIS INDENTURE made July 19, 2000

BETWEEN:

                     O&Y PROPERTIES INC.
                     (herein called "Landlord"),

                                OF THE FIRST PART
                     - and -



                     Delta Capital Technologies Inc.
                     (herein called "Tenant"),

                               OF THE SECOND PART



                                    ARTICLE I
                                   DEFINITIONS

1.1        In this Lease:

(a)  "Additional  Rent" means all monies other than Basic Rent payable by Tenant
to Landlord pursuant to this Lease or any other agreement or obligation  between
the parties in respect of the Premises or the Project.

(b)  "Amendments" means such changes as set out in Paragraph (ii) of Subsection
     7.6(g).

(c)  "Basic Rent" means the amount set out in Subsection 5.1(a).

(d)  "Building" means all structures, improvements, facilities, and amenities on
the Lands and appurtenances thereto as they exist on the Lands from time to time
and which together constitute Phoenix Place

(e)  "Capital Tax" means the amount calculated pursuant to Part 1 of
     Schedule "B".

(f)  "Centre" means the retail commercial  portion of the Project, as reasonably
designated, altered or redesignated by Landlord from time to time.

(g)  "Common  Areas" means,  on a floor  occupied by more than one tenant, those
areas which do not constitute  Occupiable Area on such multiple occupancy floor,
but which would have been included in  Occupiable  Area if such floor were being
fully occupied by one tenant.

 (h)     (i) "Costs of Operation"  means the aggregate of all expenses and costs
         of every kind determined for each fiscal period designated by Landlord,
         without duplication and, except as hereinafter  provided, on an accrual
         basis  incurred by or on behalf of the  Landlord  or the Head  Landlord
         with respect to and for the operation, maintenance, repair, replacement
         and  management  of the  Project  and  all  insurance  relating  to the
         Project.  If the Project is less than



                                       55

<PAGE>


         100% completed or occupied during the whole of any fiscal period, Costs
         of  Operation  shall be  calculated  so as to include  such  additional
         costs,  as  reasonably  determined  by  Landlord,  as would  have  been
         incurred if the Project had been 100% completed and occupied.

         (ii) Without in any way limiting the generality of the foregoing, Costs
         of Operation shall include all costs in respect of the following:

                      (A) all  remuneration  including wages and fringe benefits
                      of   employees   directly   employed  or  engaged  in  the
                      operation,    maintenance,    repair,   replacement,   and
                      management of the Project;

                      (B) cleaning,  janitorial  services,  window  cleaning and
                      garbage and waste removal;

                      (C) policing, supervision, security and traffic control;

                      (D) landscaping and maintenance of all outside or enclosed
                      areas, including snow and ice removal;

                      (E) heating,  ventilating,  air-conditioning  and humidity
                      control;

                      (F) operation,  maintenance,  repairs and  replacements in
                      respect of any elevators,  escalators  and  transportation
                      vehicles and equipment within the Project;

                      (G)  communications,  sound,  visual,  lighting  and other
                      systems;

                      (H) signs, including the cost of all repairs,  maintenance
                      and rental charges in respect thereof;

                      (I) decoration;

                      (J) all  utilities  supplied to the Project  including hot
                      and cold water,  gas,  electricity,  sewer charges and any
                      other utilities or forms of energy;

                      (K)  maintenance,  repairs,  improvements and replacements
                      including structural  maintenance,  repairs,  improvements
                      and replacements;

                      (L)  engineering,  accounting,  legal and other consulting
                      and professional  fees,  including without  limitation the
                      preparation of statements,  calculations  and  allocations
                      relating to Rentable  Areas in the Project and  contesting
                      Impositions in good faith;

                      (M) office expenses  including  telephone,  stationery and
                      supplies  and the fair rental  value of space  occupied by
                      Landlord for  management,  supervisory  or  administrative
                      purposes  relating  to  the  Project  and  furnishing  and
                      fixtures for this space;



                                       56

<PAGE>



                      (N) all  insurance  which  Landlord  is  obliged to obtain
                      and/or which  Landlord  otherwise  obtains and the cost of
                      any deductible  amounts paid by Landlord in respect of any
                      insured risk or claim;

                      (O) an administration  charge which is a percentage of the
                      aggregate of all Costs of Operation, such percentage to be
                      as set out in part 2 of Schedule B;

                      (P) the amount of all capital  costs  incurred  for any of
                      the matters set out in this Section 1.1(h)(ii),  which may
                      be expensed in the year incurred,  or, at Landlord's  sole
                      discretion,  amortized over Landlord's reasonable estimate
                      of the economic life  thereof,  which shall not exceed ten
                      (10)  years,   and   depreciation   for  all   structures,
                      improvements, furnishings, fixtures, equipment, machinery,
                      facilities,  systems,  and  property  which  is part of or
                      installed in or used in connection with the Project which,
                      by their nature require periodic or substantial  repair or
                      replacement,  or which are installed or used  primarily to
                      reduce the cost or  consumption of other items included in
                      Costs of  Operation  (whether or not such costs in respect
                      of the same are, in fact,  reduced)  and,  interest on the
                      undepreciated  cost  of all  items  in  respect  of  which
                      depreciation  or  amortization  is included  herein at one
                      (1%)  percent  in  excess of the  prime  rate of  interest
                      charged by Landlord's bank in Toronto from time to time;

                      (Q) all costs in the nature of any of the foregoing:

                                (1) incurred by Landlord in  consequence  of its
                      interest in the Project such as maintaining, cleaning, and
                      clearing  of  ice  and  snow  from  municipal   sidewalks,
                      adjacent property and the like;

                                (2)  contributed,   as  determined  by  Landlord
                      acting  reasonably  and bona fide but in  Landlord's  sole
                      discretion,  in  respect  of  all  shared  facilities  and
                      services including, without limitation,  loading areas and
                      docks, parking ramps,  driveways and exterior areas, which
                      will be  shared by users of the  Project  and the users of
                      any other property and all costs to the extent Landlord is
                      required  to  contribute  to the  same in  respect  of the
                      Project or  Landlord's  ownership of the same,  whether or
                      not such  costs are  incurred  directly  in respect of the
                      Project;

                      (R) rent,  under all ground or land leases relating to the
                      Project, payable by Landlord, if any;

                      (S)  Impositions  and  interest and  penalties  related to
                      contesting Impositions in good faith.

              (iii) Costs of Operation  shall be reduced by the following to the
              extent otherwise  included in Costs of Operation and to the extent
              actually received by Landlord:

                      (A)  proceeds  of  insurance  and  damages  paid by  third
                      parties;



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<PAGE>



                      (B) repairs or replacements to the extent that the cost of
                      the same is  recovered  by  Landlord  pursuant to original
                      construction warranties;

                      (C) amounts  recovered  from tenants on account of Special
                      Services;

                      (D) Common Area costs; and

                      (E) Utility Costs.

              (iv)   Costs of Operation shall exclude the following:

                      (A) The Tax  Amount  with  respect  to the  Premises,  and
                      relevant  analogous amounts relating to all other Rentable
                      Areas,   the  intent  being  not  to  duplicate   Tenant's
                      obligations   in  respect   thereof   pursuant   to  other
                      provisions of this Lease;

                      (B)  expenses  incurred  by Landlord in respect of leasing
                      expenses and any tenant's leasehold improvements; and

                      (C) capital costs, depreciation, interest and principal on
                      mortgages,  and other  debt  costs,  except to the  extent
                      included as set forth above.

              (v) To the extent that it is feasible to do so, Costs of Operation
              shall be allocated by Landlord acting reasonably among the Centre,
              the Office Portion or the Storage Areas, if any.

(i) "Data  Request"  means a request by the  Landlord to the Tenant  whereby the
Landlord  requests  that the Tenant  furnish  and provide to the  Landlord  such
information  as the Landlord may  reasonably  require with respect to a Transfer
Offeror  and the  transaction  contemplated  by a Transfer  Offer which has been
furnished to the  Landlord,  and whereby the Landlord may,  without  limitation,
request  financial data with respect to the Transfer  Offeror and a consent from
the  Transfer  Offeror to enable and permit the Landlord to make  inquiries  and
obtain any  information  with  respect to the  Transfer  Offeror from credit and
financial agencies and institutions.

(j)  "Government  Body"  means  any  municipal,  provincial,  federal  or  other
government,  governmental  agency,  authority or body having  jurisdiction  with
respect or in matters which relate to the Project.

(k)  "Gross   Rentable   Area"  means  the  sum of all Rentable Areas within the
     Project.

(l)  "Impositions"  means all  taxes,  rates,  duties,  levies  and  assessments
whatever,  levied,  imposed,  assessed,  charged or rated by a  Government  Body
against,  on, or in respect of the Project or any part thereof or upon  Landlord
in  respect  thereof  or in  respect  of any  related  rental  or  other  monies
receivable by Landlord, or from time to time levied, imposed,  assessed, charged
or rated in the future in lieu or in substitution thereof, or for which Landlord
is liable in respect  of the  Project or any part  thereof,  including,  without
limitation,  those  levied,  imposed,  assessed,  charged or rated for business,
education,  schools,  local  improvements,  public works or for any other public
purpose, and Capital Tax , but excluding,  except to the extent levied, imposed,
assessed,  charged or rated in lieu or in  substitution of any of the foregoing,
Landlord's income tax.

         If the formula or method of computation of any component of Impositions
has not been  applied  for the  whole of any  fiscal  period in  respect  of the
Project as fully completed,  fully assessed and fully



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<PAGE>


occupied by tenants having no special  exemption with respect to such component,
such component  shall be calculated so as to include such  additional  amount as
would  have  formed  part of  such  component,  if such  formula  or  method  of
computation  had been applied for the whole of such fiscal  period in respect of
the Project as fully  completed,  fully  assessed and fully  occupied by tenants
with no special  exemptions.  Impositions  shall be  calculated so as to include
such additional costs, as reasonably  determined by Landlord, as would have been
incurred if the Project had been 100% completed and occupied.

(m) "Lands"  means the lands  described  in  Schedule  "A" hereto as they may be
expanded, reduced or otherwise altered from time to time.

(n) "Large Corporations Tax" means the tax imposed upon a corporation under Part
I.3 of the Income Tax Act (Canada) and any  amendments  thereto or any successor
statutory provisions hereof.

(o) "Laws" means all statutes, regulations, by-laws, orders, rules, requirements
and  directions of all federal,  provincial,  municipal  and other  governmental
authorities having jurisdiction.

(p) "Lease" means this Lease including all of the Schedules attached hereto.

(q)  "Leasehold   Improvements"   means,   without  limitation,   all  fixtures,
improvements,  installations,  alterations and additions from time to time made,
erected or installed in or about the Premises,  and includes all the  following,
whether or not any of the same are in fact trade fixtures: doors, partitions and
hardware;  mechanical,  electrical and utility installations;  stairwells, floor
and window coverings and hardware;  heating,  ventilating,  air-conditioning and
humidity control equipment;  lighting fixtures; built-in furniture,  furnishings
and counters and  anything  else in any way  connected to the Premises or to any
utility services located therein.

(r) "Net  Rentable  Area"  of premises in the Office Portion shall have the same
     meaning set out in Schedule "C-1".

(s) "Normal Business Hours" means those hours as set out in part 3 of Schedule B
attached  hereto or such other  further  hours as Landlord,  in its  discretion,
determines.

(t) "Office Portion" means that portion of the Project as reasonably  designated
or redesignated by Landlord from time to time as office areas.

(u) "Premises"  means  the Occupiable Area of the space in the Building outlined
in heavy black on Schedule "C".

(v) "Project"  means  the Lands and the Building, as they may exist from time to
time.

(w) "Proportionate  Share"  means the  fraction  the  numerator of which is the
Rentable Area of the Premises and the  denominator of which is set out in part 4
of Schedule "B".

         Provided,  however, that if any tenant, at its cost, provides any goods
or services or if Landlord  provides any goods or services  specifically for any
tenant or group of tenants, the cost of which would usually be included in Costs
of Operation,  then,  in respect of the cost of such goods or services  Landlord
shall, acting reasonably, adjust the denominator for determining a Proportionate
Share or adjust the Costs of Operation to provide for the equitable distribution
of the cost of such goods and services.

(x)  "Rent" means Basic Rent and Additional Rent.



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<PAGE>



(y)  "Rentable Area" of premises shall have the meaning set out in Schedule
"C-1".

(z)  "Rules and Regulations" means those rules and regulations referred to in
Article 7.13 hereof.

(aa) "Security Agreement" means the agreement described in Article 8.18.

(bb) "Service Areas" means all elevator  shafts and stairwells,  excluding those
within the premises of a tenant which are  restricted  to the  exclusive  use of
such tenant, and the enclosing walls thereof.

(cc) "Special Services" means:

              (i) items,  materials  or services  requested  by or for any other
              reason  provided  for a tenant in respect of its  premises  or the
              Project, the cost of which would otherwise be included in Costs of
              Operation,  to the extent  supplied  or  provided  for a tenant in
              excess of that  supplied or provided for tenants  generally as may
              be  determined  by Landlord  acting  reasonably or as Landlord may
              designate  from  time  to  time  including,   without  limitation,
              replacement  of tubes,  bulbs and  ballasts,  cleaning  of carpet,
              drapes and curtains,  general repairs,  locksmithing and hoisting;
              and

              (ii) heating and  air-conditioning  requested by and provided to a
              tenant beyond Normal Business Hours.

(dd)  "Storage  Areas" means all areas,  if any, as  designated by Landlord from
time to time not within  the Centre or the Office  Portion to be used by tenants
exclusively or primarily for storage purposes.

(ee)  "Tax Amount" means in any fiscal period the aggregate, without
duplication, of:

                           (i) (a) with  respect to a component  of  Impositions
                           which is  calculated  or  determined  on the basis of
                           assessments  and  mill  rates  (as  those  terms  are
                           understood with respect to realty taxes in 1988), the
                           amount  which  results  from  applying  the  relevant
                           commercial  mill rate for such  fiscal  period to the
                           assessment of the Premises for such fiscal period; or

                               (b) with  respect to a component  of  Impositions
                           which  is  or  was   calculated   on  the   basis  of
                           assessments  and  mill  rates  (as  those  terms  are
                           understood with respect to realty taxes in 1988), but
                           with respect to which either the relevant  Government
                           Body does not provide a separate  assessment  for the
                           Premises,  or the  bases or  principles  used in 1988
                           with respect to assessments or the rate or multiplier
                           applied  thereto,  are abandoned,  changed or varied,
                           then, at Landlord's  option,  an amount  allocated to
                           the  Premises  by   Landlord,   who  in  making  such
                           allocation  shall act  reasonably  and take  relevant
                           factors,    including,    without   limitation,   the
                           provisions of Section 7.8, into consideration; and

              (ii) the  amount or  amounts of other  components  of  Impositions
allocated pursuant to Section 7.8.

(ff)  "Tenant's Rentable Area" means the Rentable Area of the Premises.

(gg)  "Term" means the period of time set out in Article IV.



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(hh) "Transfer"  means (other than for purposes of mortgaging,  hypothecating or
charging),  any  assignment,  transfer,  sublease,  parting with  possession  or
setting over or otherwise by any act or deed whereby the Premises or any part of
them is  sublet  or rights of  occupancy  are given or this  Lease is  assigned,
transferred, or set over to any person, firm or corporation.

(ii)  "Transferee"  means the person,  firm or corporation to whom a Transfer is
      made.

(jj)  "Transfer  Offer" means a bona fide arms length  written offer received or
procured by the Tenant,  which offer is not inconsistent with this Lease and the
acceptance  of which  would not  breach  any  provision  of this Lease and which
Tenant has determined to accept subject to compliance with Article 7.6.

(kk)  "Transfer Offeror" means the offeror named in a Transfer Offer.

(ll)  "Transfer Request" means a request in writing by Tenant for the Landlord's
      consent to a proposed Transfer.

(mm) "Utility Costs" means the costs of supplying utilities  including,  without
limitation,  hot and  cold  water,  electricity,  steam  and  fuel to the  Gross
Rentable Area.


ARTICLE II
INTENT OF LEASE

2.1        NET LEASE

           It is the intent of the  parties  hereto  that,  except as  expressly
herein set out,  this Lease be a lease that is absolutely  net to Landlord,  and
that Landlord  shall not be  responsible  for any expenses or obligations of any
kind whatsoever in respect of or attributable to the Premises or the Project.

ARTICLE III
DEMISE

3.1 In consideration of the rents, covenants and agreements hereinafter reserved
and contained on the part of Tenant to be paid, observed and performed, Landlord
hereby demises and leases the Premises,  suite number 1000 to Tenant for use and
occupation as executive,  administrative and general offices, including, without
limitation,  the purposes of an application  service provider,  internet service
provider, and software research and development,  carrying on business under the
name and style of Delta Capital  Technologies Inc. and other related  activities
in which Tenant may engage so long as same are  consistent  with the dignity and
character of the Building and not inconsistent  with, or contrary to, any of the
covenants,  agreements  or  provisions  contained in this Lease and for no other
purpose.

3.2 Landlord and Tenant  acknowledge  that the Rentable Area of the Premises for
purposes,  inter alia,  of  calculating  Basic Rent and  Proportionate  Share is
approximately 13,325 square feet on the 10th Floor floor of the Building.



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<PAGE>



ARTICLE IV
TERM

4.1 TO HAVE AND TO HOLD the  Premises  for and  during the Term of 5 years to be
computed  from  September  15, 2000 the  "Commencement  Date" and ending 5 years
later, or, if the Commencement  Date is not the first of a month,  then ending 5
years after the last day of the month in which the Commencement Date occurs.


ARTICLE V
RENTAL

5.1           The Tenant agrees to pay to the Landlord during each year of the
              Term, as set out below, the aggregate of:

(a)           during the period of  September  15, 2000  through  September  30,
              2005, a fixed minimum  annual rent of  $186,550.00 of lawful money
              of Canada, (based on a net annual rental rate of $14.00 per square
              foot of Rentable Area of the  Premises)  payable at par in Calgary
              in equal monthly instalments of $15,545.83 each, without demand in
              advance on the 1st day of each month during the period,  the first
              of such payments, unless already made, to be paid on September 15,
              2000, and

(b)           Additional  Rent as and  when the  same  shall be due and  payable
              pursuant to any  agreement  or other  obligation,  relating to the
              Premises or the Project,  between  Landlord and Tenant  including,
              without limitation, the following:

           (i)       Proportionate Share of Costs of Operation;

           (ii)      the Tax Amount;

           (iii)     Utility Costs in respect of the Tenant's Rentable Area;

                           (iv) amounts  payable by Tenant for  Special Services
                           provided to Tenant; and

                           (v) if any of the Premises comprises less than a full
                           floor,  then,  a fraction of the cost of  maintaining
                           the Common Area on that floor,  which fraction has as
                           its  numerator  the Rentable Area of that part of the
                           Premises  on such  floor and as its  denominator  the
                           total Rentable Area on such floor.

5.2        PAY BY DIRECTION

           Landlord  may  direct,  at its  option,  that  Tenant pay any amounts
payable  pursuant to Article 5.1 by way of  pre-authorized  bank debit and/or to
any other party specified by Landlord.

5.3        GENERAL RENT PROVISIONS

(a) If Tenant defaults in payment of any Rent (whether to Landlord or otherwise)
as and when the same is due and payable hereunder,  Landlord shall have the same
rights and remedies  against  Tenant  (including  rights of distress)  upon such
default as if such sum or sums were Basic Rent in arrears.



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<PAGE>



(b) All Rent shall be paid in accordance  with this Lease without any deduction,
abatement or set-off whatsoever.

(c)  Landlord  may,  at its  option,  from time to time,  apply or  allocate  or
re-apply or re-allocate  any sums received from or payable by Tenant to Landlord
on account of any amounts payable by Tenant hereunder in such manner as Landlord
determines  in  its  sole  and  absolute  discretion,   without  regard  to  and
notwithstanding  any  instructions  given by or  allocations  in respect of such
amounts made by Tenant.

(d) Landlord will not be bound or prejudiced by any endorsement, note, direction
or statement accompanying any payment made to Landlord by Tenant notwithstanding
that  Landlord  retains  any such  payment and such  retention  shall be without
prejudice to any of Landlord's  other rights under this Lease or at law, whether
or not Landlord  notifies Tenant of any disagreement  with or  non-acceptance of
any amount paid or any endorsement,  direction,  note,  instruction or statement
received.

(e) If Tenant is  required  to pay Rent for less than a one month  period,  such
Rent shall be determined  on a pro-rated  basis based on the number of days over
365 days for which the Rent is payable and such Rent shall be payable  either on
the first day the Term  commences  or on the  first  day of the  partial  month,
whichever is applicable.

5.4          RENT DISPUTES

         Tenant may dispute an invoice or  statement  in respect of Rent only by
giving written notice to Landlord  specifying the basis of the dispute within 12
months after  delivery of the invoice or  statement.  Tenant will, in any event,
continue to pay Rent in accordance  with  Landlord's  invoice or statement until
the dispute is resolved.

ARTICLE VI
COVENANTS OF LANDLORD

6.1        CARETAKING AND REPAIRS

         Landlord shall effect all  structural  repairs to the Project as may be
required,  and shall  repair,  maintain  and operate the Project in a reasonable
manner  having regard to the size,  age,  location and character of the Project,
and shall provide  cleaning and  maintenance  services,  and, when  requested by
Tenant, provide the services as set out in Schedule "E" hereto annexed.

6.2        BUILDING SERVICES

         Landlord  shall during  Normal  Business  Hours  provide the  following
services to the Building and the Premises:

(a) heating with apparatus or appliances  except during the making of repairs or
other  causes  beyond  control of Landlord,  and in case the  boilers,  engines,
pipes,  or other apparatus or any of them used in effecting the heating shall at
any time become  incapable of heating as aforesaid,  or be damaged or destroyed,
repairing  of such  damage  or  replacing  of such  boilers,  engines,  pipes or
apparatus  or any of them or, at the  option  of  Landlord,  substituting  other
heating  apparatus  therefor  within a  reasonable  time and in case the heating
apparatus or pipes connected therewith or water pipes, wash basins,  plumbing or
drains,  is or are injured by  accident or freezing or from any cause,  Landlord
replacing or repairing same with reasonable  dispatch having reference to season
in which such injury happens;



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<PAGE>



(b)  air-conditioning in the manner appropriate to the season of the year except
during the making of repairs;  provided that Landlord  shall not be  responsible
for the failure of  air-conditioning  equipment  to perform its function if such
failure shall result from any  arrangement  of  partitioning  in the Premises or
changes or alterations thereto,  where such changes or alterations have not been
prior  approved by Landlord,  or failure on the part of Tenant to shade  windows
which are exposed to the sun, or from any excessive  use of electrical  power by
Tenant;

(c) when no lavatories are provided within the Premises, separate lavatories for
male and female  persons on each typical  office floor of the Building  shall be
provided  except at such times as the general supply of water may be turned off;
and

(d) operation  of  elevators  by  electric  or  other  power and,  except   when
prevented  by a failure of  electric  or other  power or by reason of repairs or
other causes  beyond the control of  Landlord,  operation of at least one of the
elevators each day at all times and in common with other persons  lawfully using
same,  for the  reasonable  use of  Tenant,  its  agents,  clerks,  servants  or
employees, and all other persons lawfully requiring communication with it.

Notwithstanding anything herein contained to the contrary,  air-conditioning and
heating shall be provided on a 24 hour basis.

6.3        ACCESS TO PREMISES

         Landlord shall allow Tenant, its agents,  clerks,  servants,  employees
and other  persons  transacting  business  with it in common with other  persons
entitled  thereto,  to have  access  to the  Premises  by the main  entrance  or
entrances  of the  Project  and to use the  elevators,  stairways  and  passages
therefrom  at all  reasonable  times,  subject to the rules and  regulations  in
regard to the Project.

6.4        UTILITIES

         Subject to Landlord's  ability  acting  reasonably  to do so,  Landlord
shall  supply or cause to be supplied to the  Premises  reasonable  utilities to
enable use of the Premises for their intended purposes.

6.5        QUIET POSSESSION

         Landlord shall upon payment of Rent hereby  reserved by Tenant and upon
Tenant  performing the covenants  herein on its part contained,  allow Tenant to
possess and enjoy the Premises  peaceably for the Term hereby  granted,  without
any  interruption  or  disturbance  from Landlord or any other person or persons
lawfully claiming by, from or under it.

6.6        IMPOSITIONS

         Landlord shall pay Impositions.



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<PAGE>




ARTICLE VII
COVENANTS OF TENANT

7.1        UTILITY RATES

         If no separate meter or meters exist for measuring  electrical power or
other utility  consumption in the Tenant's Rentable Area and Landlord and Tenant
are unable to agree on the  appropriate  distribution of the costs of any of the
foregoing,  then Landlord's engineers may from time to time determine such costs
including  the  electrical  consumption  for  lighting a square foot of Rentable
Area, and may determine Tenant's  electrical and other utility  consumption upon
whatever reasonable basis may be selected by such engineers.

7.2        REPAIRS

(a) Tenant  shall,  except for  reasonable  wear and tear,  repair the Premises,
which  obligation  shall include  keeping and maintaining the Premises in a good
and substantial state of repair and decoration.

(b)  Landlord and its agents may at all  reasonable  times enter the Premises to
inspect the state thereof.  Tenant shall, with reasonable diligence after notice
from  Landlord,  make  all  needed  repairs  in  accordance  with  such  notice.
Landlord's  failure  to make any  inspection  or to give any  notice  shall  not
relieve Tenant of its obligations under (a) above.

(c) If Tenant fails to make any repairs as hereinbefore  required,  Landlord and
its agents may enter the Premises and make the repairs as a Special  Service for
Tenant.

7.3        NOTICE OF ACCIDENT OR DEFECT

         Tenant shall give Landlord  prompt written notice of any accident to or
defect in the heating apparatus, electrical light or other wires, or of any fire
in the Premises of which it is aware but, unless otherwise  expressly  provided,
as for example,  in Section  6.4,  there shall be no  obligation  on the part of
Landlord to repair or make good any such matters.

7.4        ALTERATIONS BY TENANT

(a) Tenant shall not make any  alterations  in the Premises  without the written
consent of Landlord,  which consent will not be unreasonably  withheld  provided
such  alterations  shall be done in accordance  with the Landlord's then current
"Guidelines for Tenant Improvements" as set out in Schedule "H" attached hereto.

(b) All installations, alterations, partitions and repairs performed or required
to be performed by Tenant pursuant to any of the provisions of this Lease or any
other leasehold  improvements,  work or service which Tenant may desire,  may be
performed  by  contractors  other than  Landlord  engaged by Tenant but, in each
case,  only subject to the prior written  approval of the contractor by Landlord
and only under written  contract  approved in writing by Landlord and subject to
all reasonable conditions which Landlord may impose provided, nevertheless, that
Landlord may at its option  require  Landlord's  contractors  be engaged for any
mechanical or electrical work. Without limiting the generality of the foregoing,
any work  performed by or for Tenant  shall be  performed  by competent  workmen
whose labour union  affiliations are not incompatible  with those of any workmen
who  may  be  employed  in  the  Project  by  Landlord,   its   contractors   or
subcontractors.



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(c) Whether or not  Landlord is the  contractor,  Landlord  shall be entitled to
supervise any construction or work on the Premises.  The Tenant shall pay to the
Landlord,  within 10 days  after the  receipt  of the  Landlord's  invoice,  the
Landlord's  reasonable  out-of-pocket  costs incurred in examining and approving
the  Tenant's   plans,   specifications   and  designs  and  in  inspecting  any
construction  or  work on the  Premises  and any  additional  expenses  actually
incurred by the Landlord in connection  with such  construction or work together
with a  co-ordination  and  supervision fee equal to 5% of the total cost to the
Tenant of the construction or work.

(d) Tenant shall  require that any  contractors,  prior to effecting any work on
the Premises,  and if permitted under the governing law, provide Landlord with a
waiver and release of any and all construction,  mechanic's, builder's and other
liens and encumbrances  that may then or thereafter exist for work done/or to be
done or labour  performed/or  to be  performed  or material  furnished  or to be
furnished under any contract or  subcontract,  and if such waiver and release is
not  permitted  or is not  obtained,  Tenant  shall  provide  adequate  security
acceptable  in all respects to Landlord to guarantee the payment in full for all
such work, labour or materials.

(e) In any  event,  any  construction  or  mechanic's  lien or other  liens  and
encumbrances  filed against the Premises or the Project for work claimed to have
been done or  materials  claimed  to have  been  furnished  to  Tenant  shall be
discharged by Tenant within ten (10) days  thereafter at Tenant's  expense.  For
the purposes hereof,  the bonding of any such lien or encumbrance by a reputable
casualty or  insurance  company  reasonably  satisfactory  to Landlord  shall be
deemed the equivalent of a discharge of any such lien or encumbrance. Should any
action,  suit or proceeding be brought upon any such lien or encumbrance for the
enforcement  or  foreclosure  of the same,  Tenant  agrees,  at its own cost and
expense, to defend Landlord therein, by counsel satisfactory to Landlord, and to
pay any damages and satisfy and discharge any judgment  entered  therein against
Landlord.

(f) If  Tenant  permits  any such lien  registration  or fails to cause any such
registration  to be discharged or vacated as aforesaid  then, in addition to any
other rights of Landlord,  Landlord may, but shall not be obliged to,  discharge
or vacate  the same by paying the amount  claimed  to be due  together  with any
other amounts into court or otherwise as Landlord determines, and the amounts so
paid and all costs incurred by Landlord, including legal fees and disbursements,
in thus arranging for the discharging or vacating of any such lien shall be paid
by  Tenant  to  Landlord   immediately  upon  demand  together  with  reasonable
compensation to Landlord for administration in respect thereof.

7.5        OWNERSHIP OF LEASEHOLD IMPROVEMENTS

         All Leasehold  Improvements installed in the Premises shall immediately
after the installation  thereof become the absolute property of Landlord without
compensation  therefor but without  Landlord's  having or thereby  accepting any
responsibility in respect of the maintenance,  repair,  replacement or insurance
thereof, all of which shall be Tenant's responsibility.

7.6        ASSIGNING OR SUBLETTING

(a) Tenant will not make a Transfer  except in accordance with this Article 7.6.
Tenant  will not make or attempt to make a Transfer  unless it has  received  or
procured a Transfer Offer and has delivered a Transfer  Request to the Landlord,
which  Transfer  Request  shall be  accompanied  by a true copy of the  Transfer
Offer. Landlord may, within 10 days after receipt of a Transfer Request, deliver
a Data Request to the Tenant.

           (i)       if the proposed Transfer is by way of a sublease:



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                                          (A)  Landlord  shall have the right to
                                        sublease  from Tenant the Rentable  Area
                                        to be sublet under the Transfer Offer on
                                        the same terms and conditions as set out
                                        in the Transfer Offer, except in respect
                                        of rent which shall be the lesser of the
                                        rent paid  therefor by Tenant under this
                                        Lease  or the  rent  specified  in  such
                                        Transfer Offer,  and Landlord shall have
                                        the   further   rights   thereafter   to
                                        sublease  without  requiring the further
                                        consent of the Tenant as sublessor,  and
                                        to  terminate  this  Lease in respect of
                                        the  Rentable  Area  sublet by Tenant to
                                        Landlord as of a termination  date which
                                        shall  be the day  following  the end of
                                        the term of the sublease, which right of
                                        termination shall be exercised by giving
                                        written  notice to Tenant  not less than
                                        180 days prior to the end of the term of
                                        such sublease; or

                                          (B)  Landlord  shall have the right to
                                        terminate  this  Lease in respect of the
                                        Rentable  Area to be  sublet  under  the
                                        Transfer Offer;

              (ii) if the proposed  Transfer is by way of an  assignment of this
              Lease, Landlord shall have the right to terminate this Lease.

(b)  Landlord's  termination  rights  set  out in  Subsection  7.6(a)  shall  be
exercised by giving written notice to Tenant within  twenty-one (21) days of the
later of receipt by Landlord of the Transfer  Request and  compliance  by Tenant
with a Data  Request made by Landlord,  and the  termination  date shall be such
date as is stipulated in Landlord's  notice which shall in no event be less than
sixty  (60) days nor more than  ninety  (90) days  following  the giving of such
notice by Landlord.  If this Lease is  terminated  by Landlord with respect to a
part of the Premises,  then Rent payable under this Lease shall thereafter abate
proportionately  and  all  other  appropriate  recalculations  shall  be made to
recognize  that the Rentable  Area of the Premises has  diminished.  If Landlord
does not exercise any of its rights under Subsection  7.6(a),  then,  subject to
the  consent of  Landlord  being  first  obtained,  which  consent  shall not be
unreasonably withheld, Tenant shall be free to effect a Transfer to the Transfer
Offeror on the terms and conditions contained in the Transfer Offer.  Landlord's
refusal to consent to any such Transfer  shall not be deemed to be  unreasonable
and shall be deemed to be a justifiable refusal if:

              (i) the  Transfer  Offer  provides for a rental which is less than
              the rental  payable  under  this Lease in respect of the  Rentable
              Area to be sublet; or

              (ii) the Transfer  Offer is made by, or the Transfer is to be made
              to, any tenant of the Building or any tenant who has been a tenant
              of the Building within the last six month period, or to any tenant
              in any  building  in  Calgary  that is  owned or  co-owned  by the
              Landlord.

           All of the foregoing  rights of Landlord shall be alternative to, but
not in  substitution  for any other  rights  which  Landlord  may have to either
consent or withhold its consent to a Transfer.

(c)           If Tenant, with the consent of Landlord;

              (i) sublets  Rentable Area to the Transfer Offeror pursuant to the
              Transfer  Offer and the Transfer Offer provides for a rental which
              is more than the rental payable under this Lease in respect of the
              Rentable Area so sublet, the excess,  when received by the Tenant,
              shall be paid by the Tenant to Landlord as  Additional  Rent under
              this Lease;



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              (ii) assigns this Lease pursuant to the Transfer Offer, and if the
              Basic  Rent  then  payable  under  this  Lease  is less  than  the
              Landlord's  then current  relevant  rental rates in the  Building,
              this Lease shall be deemed amended to provide for Basic Rent to be
              increased  by  50%  of  the  difference  between  the  Basic  Rent
              previously  prevailing  under  this  Lease  and the  said  current
              relevant rental rates.

(d) All Transfer  Requests  shall be accompanied by payment to Landlord of a fee
in the amount of Seven Hundred and Fifty  ($750.00)  Dollars for considering and
processing  the Transfer  Request.  Landlord shall further be entitled to charge
all costs of completing or executing any documentation to implement any Transfer
and all other agreements  contemplated hereby, (all of which, if so requested by
Landlord,  shall be prepared by Landlord or its solicitor)  which costs shall be
paid by Tenant  immediately  after  demand,  whether or not Landlord  grants its
consent to any  proposed  Transfer.  Tenant and  proposed  Transferee  under the
Transfer Offer must execute  Landlord's then standard form of consent before the
proposed Transfer is effective.

(e) If consent to a Transfer  is obtained  or  dispensed  with by the order of a
court  of  competent  jurisdiction,  or if a  Transfer  occurs  as a  result  of
operation of laws without requiring Landlord's consent,  Landlord shall have the
right,  which  shall  be  deemed  to have  been  agreed  to by  Tenant,  and the
Transferee,  to increase the Basic Rent payable in respect of the premises which
are the subject of such  Transfer for the balance of the Term to the  Landlord's
then  current  relevant  prevailing  rental,  as of the  effective  date  of the
Transfer for premises in the same or similar location as such premises.

(f) If a Transfer is made or occurs  whether  with the consent of Landlord or as
contemplated by Subsection 7.6(e), the Landlord shall have the right:

              (i)  to  require  the  Transferee  thereunder  to  enter  into  an
              agreement  with  Landlord in writing and under seal to be bound by
              all of  Tenant's  obligations  under this Lease  amended as herein
              provided; and

              (ii) to  require  the  Transferee  thereunder  to waive any rights
              pursuant to any laws which might entitle the Transferee to pay any
              Rent less than the amount payable hereunder.

(g)            (i) No  consent of  Landlord  to a  Transfer  shall be  effective
               unless given in writing and  executed by Landlord  under seal and
               no  such  consent  shall  be  deemed  or  presumed  by any act or
               omission of Landlord or by  Landlord's  failure to respond to any
               Transfer  Request or by  Landlord's  accepting any payment of any
               amount  payable  hereunder  from any  party  other  than  Tenant.
               Without  limiting the generality of the  foregoing,  Landlord may
               collect rent and any other amounts from any  Transferee and apply
               the net  amount  collected  to any  Rent  and the  collection  or
               acceptance  of any Rent  shall  not be  deemed  to be a waiver of
               Landlord's  rights under this Paragraph (i) of Subsection  7.6(g)
               nor an acceptance of or consent to any such Transfer or a release
               of any of Tenant's  obligations under this Lease. No Transfer and
               no consent by Landlord to any Transfer shall  constitute a waiver
               of the necessity to obtain Landlord's  consent to a subsequent or
               other Transfer.

              (ii) In the event of any  Transfer  or any  consent by Landlord to
              any Transfer, Tenant shall not thereby be released from any of its
              obligations   hereunder   but  shall  remain  bound  by  all  such
              obligations  pursuant  to this Lease for the  balance of the Term.
              Tenant hereby  consents to any  amendments of this Lease which may
              be made between the  Transferee  and Landlord  without the further
              consent or  agreement  of Tenant and Tenant  also  consents to all
              alterations  in the  Premises as referred to in Article 7.4 above,
              after any such Transfer.  Tenant shall continue to



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<PAGE>


              be bound by all of its obligations pursuant hereto notwithstanding
              any such  amendments or  alterations,  to the extent of what would
              have been Tenant's obligations pursuant hereto had such amendments
              or alterations not been made.

              (iii) Every  Transferee shall be obliged to comply with all of the
              obligations  of Tenant under this Lease.  Tenant shall enforce all
              of such obligations  against each  Transferee.  Any default of any
              Transferee shall also constitute a default of Tenant hereunder.

              (iv)  Tenant  agrees  that if this  Lease  is ever  disclaimed  or
              terminated  by a trustee in  bankruptcy  of a  Transferee  or, if,
              Landlord  terminates  this  Lease as a result  of the  bankruptcy,
              insolvency or any act or default of any Transferee,  Tenant shall,
              upon Landlord's request, enter into a new lease of the Premises on
              the identical terms hereof subject to such amendments hereto which
              had been agreed upon prior to such disclaimer or termination, with
              the  exception  that the length of the Term shall  commence on the
              date upon which Landlord  exercises its right to require Tenant to
              enter into such new lease and shall  expire on the date upon which
              the Term would have expired but for such disclaimer or termination
              by such trustee in bankruptcy or such termination by Landlord, and
              with the further exception that Tenant will accept the Premises on
              an  "as  is"  condition,  as of  such  date  upon  which  Landlord
              exercises  its  right to  require  Tenant  to enter  into such new
              lease.

(h) Tenant shall not advertise  this Lease or all or any part of the Premises or
the business or fixtures or contents  therein for sale without  Landlord's prior
written consent,  which consent Landlord shall not unreasonably withhold subject
to the other provisions hereof.

(i) If Tenant or any occupant of the Premises at any time is a  corporation,  it
is  acknowledged  and agreed that an  amalgamation  or merger of Tenant,  or the
transfer  of the  majority  of the  issued  shares in the  capital  stock or any
transfer,  issuance or division of any shares of the  corporation  sufficient to
transfer  control to others than the  present  shareholders  of the  corporation
shall be deemed for all  purposes  of this  section  7.6 to be a  Transfer  and,
accordingly,  a breach of Subsection  7.6(a) unless the prior written consent of
Landlord is first obtained,  and it is agreed that the parties hereto shall have
all of the same rights and obligations in respect thereof as are applicable to a
Transfer  which is by way of an assignment.  The  provisions of this  Subsection
7.6(i) shall not apply to Tenant if and as long as Tenant is in occupancy of the
Premises  and is a  corporation  whose  shares  are  listed  and  traded  on any
recognised public stock exchange in Canada or the United States.

(j) Tenant shall not be entitled to make or effect any  assigning,  subletting,
mortgaging,  charging  or  otherwise  transferring  of the  Premises,  any  part
thereof,  or this Lease,  for the purpose of securing any loan or the  repayment
thereof by Tenant,  without the consent of Landlord  having been first obtained,
which consent may be arbitrarily refused.

         Notwithstanding  anything to the  contrary in this Article 7.6, so long
as the Tenant is Delta Capital  Technologies Inc. and is itself in possession of
and conducting  its business from the whole of the Premises  throughout the Term
in  accordance  with the Lease and if Tenant is not in default  under the Lease,
Tenant shall be entitled  without the consent of but on prior written  notice to
Landlord  to assign the Lease or sublet all or any part of the  Premises  to any
corporation  which is  affiliated  with  Tenant (the  "Affiliate"),  as the term
"affiliate" is defined in the Canada Business  Corporations  Act, as of the date
of execution of the Lease,  provided that any such Transfer  shall be solely for
the purpose of a bona fide corporate  reorganisation.  The Transfer shall not in
any way  adversely  affect the operation of the business in the Premises and the
net  worth of the  Affiliate  shall be equal to or better  than that of  Tenant.
Tenant  shall  furnish  Landlord  with copies of Articles of  Incorporation  and
financial  statements  and  any  other



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confirmation  of the  relationship  and  financial  strength of the Affiliate as
Landlord may reasonably require. The Affiliate shall execute Landlord's standard
document  undertaking to perform all of the covenants of Tenant under the Lease,
jointly and severally with Tenant.


7.7        INSOLVENCY, ETC.

         In case Tenant shall become insolvent or bankrupt or make an assignment
for the benefit of its creditors,  or shall take the benefit of any Act that may
be in force for bankrupt or insolvent debtors, this Lease shall at the option of
Landlord  cease and be void and the Term hereby created expire and be at an end,
anything  hereinbefore  to the  contrary  notwithstanding,  and the then current
month's  Rent and an  additional  three  months'  Rent  shall  thereupon  become
immediately  due and payable,  and Landlord may re-enter and take  possession of
the  Premises by force or  otherwise  as it may see fit as though  Tenant or its
servants,  or other  occupant or occupants of the Premises,  was or were holding
over after the expiration of the Term, without any right whatever,  and the Term
shall be forfeited and void, and Landlord may thereupon re-let the Premises, but
Tenant shall remain liable to Landlord for any and all loss occasioned by reason
of such re-letting.

7.8        TENANT'S TAXES

Tenant will pay as and when due:

(a) all business and other taxes,  parliamentary or otherwise charged, assessed,
rated or imposed upon Tenant  resulting  from or in respect of any Rent or other
amounts  payable  hereunder  or  of  any  alterations,   fixtures,  renovations,
improvements or  installations  made or installed by or on behalf of Tenant,  or
resulting  from or in respect of  Tenant's  tenancy or  occupancy  of or conduct
related to the  Premises,  or  resulting  from or in respect of the  business or
income of Tenant; and

(b)  those  components  of  Impositions  resulting  from  or in  respect  of any
alterations,  fixtures,  renovations,  improvements  or  installations  made  or
installed by or on behalf of Tenant, or resulting from or in respect of Tenant's
tenancy or  occupancy  of or conduct  relating  to the  Premises,  or from or in
respect of the  business or income of Tenant,  as  allocated  to the Premises or
Tenant  by  Landlord,   acting  reasonably  and  taking  relevant  factors  into
consideration.

7.9        MUNICIPAL BY-LAWS

         Tenant will  comply  with all laws and  by-laws of the local  municipal
authorities, and the provisions, rules and regulations of the public health act,
and  requirements of all  governmental  officials,  authorities or agencies,  in
respect of its use and occupation of the Premises.

7.10       INDEMNIFICATION

           Indemnity of Landlord

         Tenant  shall  indemnify  Landlord  and  all of its  servants,  agents,
employees,  contractors  and persons for whom Landlord is in law responsible and
all other  tenants and  occupants of the Project and shall hold them and each of
them harmless from and against any and all liabilities,  claims, damages, losses
and expenses,  including all legal fees and disbursements,  due to, arising from
or to the extent contributed to by:



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(a) any breach by Tenant of any of the provisions of this Lease;

(b) any act or omission of any person on the Premises or any use or occupancy of
or any articles in the Premises;

(c) any act or omission  of Tenant or any of its  servants,  agents,  employees,
invitees, licensees,  sub-tenants,  concessionaires,  contractors or persons for
whom Tenant is in law  responsible  on the Premises or elsewhere on or about the
Project;

(d) any  injury,  death or  damage  to  persons  or  property  of  Tenant or its
servants, agents, employees, customers,  contractors or any other persons on the
Project by or with the invitation, licence or consent of Tenant; and

(e) any damage,  destruction or need of repair to any part of the Project caused
by any act or omission of Tenant or its servants, agents, employees,  customers,
contractors,  or persons for whom Tenant is in law responsible,  notwithstanding
any other provisions of this Lease including Landlord's repair obligations under
Article 6.1 above.

7.11       LAST SIX MONTHS OF TENANCY

         During the last six months of the tenancy hereby created, unless Tenant
shall have  renewed  this Lease in which event during the last six months of the
renewal term,  Landlord shall have the right at reasonable  times, and so as not
to  interfere  with  Tenant's  business,  to  enter  and show  the  Premises  to
prospective tenants.

7.12       INTEREST ON OVERDUE ACCOUNTS

         If Tenant shall fail to pay any Rent from time to time payable by it to
Landlord  hereunder  promptly when due,  Landlord  shall be entitled to interest
thereon at a rate of three (3%) percent per annum in excess of the prime rate of
interest  charged by Landlord's  bank in Toronto from time to time from the date
upon which same was due until actual receipt of payment thereof.

7.13       RULES AND REGULATIONS

         The rules and  regulations  in regard to the  Project  endorsed in this
Lease or  attached  hereto as  Schedule  "D",  with such  reasonable  variation,
modifications  and additions as shall from time to time be made by Landlord,  of
which  notice  thereof  shall  have been  given to Tenant in  writing,  shall be
observed and performed by Tenant and its agents, clerks,  servants or employees,
and all such rules and  regulations now in force or hereafter put in force shall
be read as forming part of the terms and conditions of this Lease as if the same
were  embodied  herein.  The rules and  regulations  shall not conflict with the
provisions of this Lease.

7.14       COSTS

         Tenant shall be responsible for and pay to Landlord  immediately  after
demand all costs incurred by Landlord, including, without limitation, reasonable
compensation for all time expended by Landlord's own personnel, legal costs on a
solicitor and his own client basis,  and all other costs of any kind whatsoever,
arising from or incurred as a result of any default of Tenant or any enforcement
by  Landlord  of any of  Tenant's  obligations  under  this  Lease or any  other
agreement or  obligation  of Tenant to  Landlord,  whether or not related to the
Premises.



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ARTICLE VIII
LANDLORD AND TENANT COVENANT WITH EACH OTHER

8.1        OCCUPANCY AFTER TERM

         In the event of Tenant holding over beyond the Term hereby granted with
or without the consent of Landlord  and without any further  written  agreement,
the  tenancy  resulting  shall be a monthly  tenancy  only at a  monthly  rental
equivalent  to 150% of the monthly  amount of Basic Rent last herein  mentioned,
and  Additional  Rent as  provided  herein  and  subject to  termination  at the
election of Landlord or Tenant upon one month's  notice in writing,  and subject
also to the terms,  conditions  and covenants  herein set out,  except as to the
length  of  tenancy,  it being  understood  that the  acceptance  of rent or any
implied condition in no way renews this Lease as a yearly tenancy.

8.2        DEFAULT


(a)        The following are events of default hereunder:

         (i) If and  whenever  the Rent hereby  reserved,  or any part  thereof,
         shall not be paid on the day appointed for payment  thereof and if such
         non- payment  continues for five (5) days after written  notice thereof
         to Tenant by Landlord,

         (ii) in case of default, breach or non performance by the Tenant of any
         of the Tenant's  covenants or agreements  herein  contained and if such
         default continues for fifteen (15) days after written notice thereof to
         Tenant by  Landlord  and Tenant  shall not have  remedied  within  such
         fifteen (15) day period or, if such default will take more than fifteen
         (15) days to  remedy,  the Tenant  has not  commenced  to remedy and is
         proceeding diligently to remedy such default,

         (iii) in case of the seizure or  forfeiture  of the Term for any of the
         causes in this Lease mentioned,

         (iv) if Tenant shall attempt or threaten to move its goods, chattels or
         equipment out of the Premises, other than as allowed under this Lease,

         (v) if a  receiver  shall  be  appointed  for the  business,  property,
         affairs  or  revenues  of  Tenant,  or if the  Tenant  shall  file  for
         bankruptcy protection or shall be adjudged bankrupt or the Tenant shall
         be filed  into  bankruptcy  or take the  benefit of any  insolvency  or
         bankruptcy legislation, or

         (vi) the Lease is transferred without the Landlord's consent,

then and in any of such cases,  the then  current and the next three (3) months'
Basic Rent and  Additional  Rent shall be forthwith due and payable and Landlord
shall have the following  rights and remedies,  all of which are  cumulative and
not alternative:

         (i) to terminate  this Lease in respect of the whole or any part of the
         Premises  and to  re-take  possession  of the  whole of any part of the
         Premises  and  expel all  persons  from the  Premises  and  remove  all
         property  from the  Premises  and sell or dispose of it as the Landlord
         sees fit, all with service of written  notice on Tenant.  If this Lease
         is terminated  in respect of


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<PAGE>



         part of the Premises,  this Lease shall be deemed to  be amended by the
         appropriate  amendments,  and proportionate adjustments  in  respect of
         Rent and any other  appropriate  adjustments shall be made;

         (ii)  itself,  or by its  agents  or  employees,  or by a  receiver  or
         replacement  thereof  appointed  in writing by  Landlord,  to enter the
         Premises as agent of Tenant and as such agent to relet the Premises for
         whatever term (which may be for a term  extending  beyond the Term) and
         on whatever terms and conditions as Landlord in its sole discretion may
         determine and to receive the rent therefor and, as the agent of Tenant,
         to take  possession of any  furniture,  fixtures,  equipment,  stock or
         other property  thereon and, upon giving  written notice to Tenant,  to
         store  the  same  at the  expense  and  risk  of  Tenant  or to sell or
         otherwise dispose of the same at public or private sale without further
         notice,  and to make  such  alterations  to the  Premises  in  order to
         facilitate  their reletting as Landlord shall  determine,  and to apply
         the net  proceeds of the sale of any  furniture,  fixtures,  equipment,
         stock or other property or from the reletting of the Premises, less all
         expenses  incurred  by  Landlord  in  making  the  Premises  ready  for
         reletting and in reletting the Premises, on account of the Rent due and
         to become due under this Lease and Tenant  shall be liable to  Landlord
         for any  deficiency  and for all such expenses  incurred by Landlord as
         aforesaid;  no  such  entry  or  taking  possession  of  or  performing
         alterations  to or  reletting  of the  Premises  by  Landlord  shall be
         construed as an election on  Landlord's  part to  terminate  this Lease
         unless a Notice of such  intention or  termination is given by Landlord
         to Tenant;

         (iii) to  remedy  or  attempt  to  remedy  any  default  of  Tenant  in
         performing  any repairs,  work or other  covenants of Tenant  hereunder
         and,  in so doing,  to make any  payments  due or  claimed to be due by
         Tenant to third  parties  and to enter upon the  Premises,  without any
         liability to Tenant therefor or for any damages resulting thereby,  and
         without  constituting a re-entry of the Premises or termination of this
         Lease,  and  without  being in  breach of any of  Landlord's  covenants
         hereunder  and without  thereby  being  deemed to infringe  upon any of
         Tenant's rights pursuant hereto, and, in such case, Tenant shall pay to
         Landlord  forthwith  upon demand all amounts  paid by Landlord to third
         parties in respect of such default and all reasonable costs of Landlord
         in remedying  or  attempting  to remedy any such default as  Additional
         Rent;

         (iv) to take possession of the Premises and all contents thereof itself
         or by a receiver or any  replacement  thereof  appointed by Landlord in
         writing and carry on the  business on the  Premises and sell this Lease
         or sub-let the  Premises  and sell the contents of the Premises in such
         manner  as may  seem  advisable  to  Landlord  or the  receiver  or any
         replacement thereof, all in the name of Tenant;

         (v) to obtain damages from Tenant  including,  without  limitation,  if
         this Lease is  terminated  by Landlord,  all  deficiencies  between all
         amounts  which  would  have been  payable by Tenant for what would have
         been the  balance  of the Term  but for such  termination,  and all net
         amounts actually received by Landlord for such period of time; and

         (vi) to suspend or cease to supply any  utilities,  services,  heating,
         ventilating, air-conditioning and humidity control to the Premises, all
         without  liability of Landlord for any damages,  including  indirect or
         consequential damages, caused thereby.


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(b) Default hereunder by Tenant entitling Landlord to declare forfeiture of this
Lease and, if it so elects, to terminate shall not affect or prejudice the right
of Landlord to sue for all arrears of Rent prior to  termination  or  Landlord's
right to damages arising from the unexpired portion of the Term.

8.3.       DAMAGE AND DESTRUCTION

(a)        Damage to Premises

         If the Premises are damaged or destroyed,  in whole or in part, by fire
or any other casualty or occurrence,  this Lease shall  nonetheless  continue in
full  force and  effect  unless  terminated  as  expressly  hereinafter  in this
Subsection 8.3(a) provided, and the following provisions shall apply:

         (i) If such damage or  destruction  is caused by an occurrence  against
         which and to the extent  that  Landlord  either is  required  to insure
         pursuant to this Lease or against which Landlord is otherwise  insured,
         then the following provisions shall apply:

                                          (A) if the damage is such as to render
                                        the  whole or any  part of the  Premises
                                        unusable for the purpose of Tenant's use
                                        and occupancy  thereof,  Landlord  shall
                                        deliver to Tenant within sixty (60) days
                                        following  the  occurrence of the damage
                                        its  reasonable  written  opinion  as to
                                        whether  or not the damage is capable of
                                        being   repaired,   to  the   extent  of
                                        Landlord's repair obligations under this
                                        Lease,  within one hundred  eighty (180)
                                        days following such occurrence;

                                          (B)  if  in  Landlord's   opinion  the
                                        Premises  are capable of being  repaired
                                        as aforesaid  within one hundred  eighty
                                        (180) days  following  such  occurrence,
                                        Landlord  shall  diligently  proceed  to
                                        perform   such   repairs   as  are   its
                                        responsibility under this Lease;

                                          (C) if it is  Landlord's  opinion that
                                        the  Premises  are not  capable of being
                                        repaired as aforesaid within one hundred
                                        eighty   (180)   days   following   such
                                        occurrence, Landlord may, at its option,
                                        elect by written  notice given to Tenant
                                        within   sixty   (60)  days  after  such
                                        occurrence,  to  terminate  this  Lease,
                                        whereupon   Tenant   shall   immediately
                                        surrender  possession  of the  Premises,
                                        and  Rent  and all  other  payments  for
                                        which Tenant is liable  hereunder  shall
                                        be  apportioned to the effective date of
                                        such  termination.  If Landlord does not
                                        so elect to  terminate  this  Lease,  it
                                        shall  diligently  proceed to repair the
                                        Premises    to   the   extent   of   its
                                        obligations under this Lease;

                                          (D) if the  Premises  are, as a result
                                        of   any   such   occurrence,   rendered
                                        unusable  in  whole  or in part  for the
                                        purpose of  Tenant's  use and  occupancy
                                        thereof,  then Basic  Rent shall  abate,
                                        but only to the extent that Tenant's use
                                        and occupancy of the Premises is thereby
                                        diminished, which determination shall be
                                        conclusively  made  by  Landlord  acting
                                        reasonably,  until the seventh (7th) day
                                        following the date of delivery to Tenant
                                        of written notice from Landlord that the
                                        Premises   are  ready   for   Tenant  to
                                        commence  its  repairs  to the  Premises
                                        pursuant to its  obligations  under this
                                        Lease; and


                                       74
<PAGE>



                                          (E)  the  respective   obligations  of
                                        Landlord  and Tenant with respect to the
                                        repair and  restoration  of the Premises
                                        following any damage, shall be performed
                                        in   accordance   with  the   applicable
                                        obligations to repair  contained in this
                                        Lease  and shall be  performed  with all
                                        reasonable  speed.  Tenant  acknowledges
                                        that the  obligations of Tenant pursuant
                                        hereto  to  repair  the  Premises  after
                                        damage  shall be  performed  without the
                                        benefit  of the  contribution,  if  any,
                                        made  by  Landlord  to the  cost  of the
                                        original   construction   of   Leasehold
                                        Improvements therein.

         (ii) If the damage or  destruction  is caused by an occurrence  against
         which  Landlord  is not  insured  or  required  to insure or beyond the
         extent to which  Landlord is required to insure  pursuant to this Lease
         or if such damage or  destruction  occurs within two (2) years prior to
         the  expiry of the Term if there are no  remaining  rights of either of
         the  parties  hereto to  extend or renew the same or if within  fifteen
         (15) days after such  occurrence  any party hereto  having the right to
         renew  or  extend  the  Term  fails  to do so,  and if,  in  Landlord's
         reasonable  opinion,  the  Premises  are not capable of being  repaired
         within  thirty  (30)  days  from  the  occurrence  of  such  damage  or
         destruction, Landlord may, at its option, elect by written notice given
         to Tenant within thirty (30) days after such  occurrence,  to terminate
         this Lease whereupon Tenant shall immediately  surrender  possession of
         the Premises and Rent shall be  apportioned  to the  effective  date of
         such  termination;  if this Lease is not terminated as aforesaid  there
         shall  be no  abatement  of Rent  unless  and to the  extent  expressly
         provided in Paragraph  (i) of  Subsection  8.3(a) above and the parties
         shall repair as provided above.

(b)           Partial Destruction of Building

         Notwithstanding anything to the contrary contained herein, in the event
that  twenty-five  percent  (25%)  or more  of the  Gross  Rentable  Area in the
Building is  destroyed  or  substantially  damaged by any cause,  whether or not
there is any damage to the  Premises,  Landlord  may,  at its  option,  elect by
written notice given to Tenant within ninety (90) days after such occurrence, to
terminate  this Lease as of a date  specified  therein,  which date shall be not
less than  thirty  (30) days after the  giving of such  notice,  in which  event
Tenant shall vacate and  surrender  possession of the Premises by not later than
the  effective  date of  termination,  and  Rent  shall  be  apportioned  to the
effective  date of  termination.  If Landlord does not so elect to terminate the
Lease,  Landlord shall diligently  proceed to repair and rebuild the Building to
the  extent of its  obligations  under  this  Lease,  provided  that  Landlord's
obligations  pursuant to this  Subsection  8.3(b) shall be limited to the extent
that any  failure to repair or  rebuild  the  Building  would  adversely  affect
Tenant's access to or use of the Premises.

(c)        Restoration of Premises or Building

         It is agreed that, in the event that  Landlord  repairs or rebuilds the
Premises or the Building,  to the extent  required herein and in accordance with
the provisions of Subsections  8.3(a) and 8.3(b) hereof, it shall not be obliged
to do so  precisely  in  accordance  with the plans and  specifications  for the
construction  of the Premises or the Building  prior to such damage,  so long as
the Premises as repaired or rebuilt to the extent required herein are reasonably
similar in form and  condition  to the  Premises as they  existed  prior to such
damage,  and so long as Tenant's use and occupancy of and access to the Premises
is not unreasonably diminished by any difference in plans and specifications for
the reconstruction of the Premises or the Building after damage.

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<PAGE>



8.4        REMOVAL OF FIXTURES

(a)  Except as may be  otherwise  expressly  agreed by Landlord  in  writing, or
provided  herein,  no  Leasehold  Improvements,  trade  fixtures,  furniture  or
equipment shall be removed by Tenant from the Premises,  either during or at the
expiration or sooner termination of the Term of this Lease.

(b)  Provided that notwithstanding the foregoing:

         (i) During the Term of this Lease,  Tenant may remove from the Premises
         furniture,  drapery or equipment in the normal  course of its business,
         and where and to the extent that such  furniture,  drapery or equipment
         has become excess for Tenant's purposes, or when Tenant is substituting
         therefor  furniture,  drapery or equipment of equivalent  value; and at
         the end of the Term of this  Lease,  Tenant  may remove  furniture  and
         equipment and trade fixtures,  and may, if Landlord so expressly agrees
         in writing, remove drapery and drapery hardware;

         (ii)  Tenant  shall at the end of the Term of this  Lease  remove  such
         Leasehold  Improvements  from the Premises as Landlord shall require to
         be removed and on the  termination of this Lease or any renewal hereof,
         in case any alterations  shall have been made,  restore the Premises to
         the condition they were in previous to such alterations unless Landlord
         should  prefer that such  alterations  should remain but, in such case,
         without any compensation being allowed to Tenant for same; and any such
         restoration  work  required  to be made by Tenant  shall be  undertaken
         prior to the expiry of the Term or  immediately  after  termination  of
         this Lease and shall be carried  through and  completed  expeditiously.
         This  Article 8.4 shall  survive the expiry or earlier  termination  of
         this Lease.

               Notwithstanding  anything  to  the  contrary  contained  in  this
         Article  8.4(b)(ii),  so long as Tenant is Delta  Capital  Technologies
         Inc.,  or an Affiliate,  and is itself in possession of and  conducting
         its  business  from the whole of the  Premises  throughout  the Term in
         accordance with this Lease,  the Tenant shall not be required to remove
         those  Leasehold  Improvements  provided  by the  Landlord  on Tenant's
         behalf  as  Turn-Key  Improvements,  as more  particularly  defined  in
         Article 10.3.

         (iii) In the case of any  removal  either  during  or at the end of the
         Term of its Lease,  Tenant shall at its  expense,  make good any damage
         caused to the Premises or the Project by the installation or removal;

         (iii) In the event that, for whatever reason,  Tenant has not completed
         restoration  work either prior to the expiry of the Term or immediately
         after the  termination  of the  Term,  Tenant  shall  pay to  Landlord,
         Landlord's reasonable estimate of the cost to complete such restoration
         as a Special Service.

8.5        INSURANCE

(a)        Landlord's Insurance

           Landlord shall take out and keep in force  throughout the Term,  upon
such  terms and  conditions  and in such  amounts  as would be  maintained  by a
prudent owner of a property similar to the Project, the following insurance:

                                       76



         (i) public  liability  and property  damage  liability  insurance  with
         respect to the Project;

         (ii)fire  and  standard  extended  perils or "all risks"  coverage  and
         boiler and machinery  insurance on all real and personal property owned
         by  Landlord  or for  which it is  legally  responsible  comprising  or
         located upon the Project; and

         (iii) such other  forms of  insurance  as  Landlord  or its  mortgagee,
         debenture  holder  or other  secured  creditor  may  from  time to time
         consider advisable.

           For greater certainty, nothing herein shall be construed as requiring
Landlord to insure Tenant's  Leasehold  Improvements or any other property owned
or brought onto the Project by Tenant whether affixed to the Project or not.

           Tenant  acknowledges  and agrees  that,  notwithstanding  that Tenant
shall be  contributing  to the cost of Landlord's  insurance with respect to the
Project,  Tenant  shall  not have any  insurable  interest  in,  or any right to
recover any proceeds under any of Landlord's policies.

(b)        Tenant not to Jeopardise Landlord's Insurance

           Tenant shall neither do, permit nor omit to be done,  anything in the
Premises or the Project  which might  result in any increase in the premiums for
Landlord's  insurance  coverage  or which might  result in actual or  threatened
reduction or cancellation of or material adverse change in such coverage.

           Tenant shall pay any such increases in premiums forthwith upon demand
as a Special Service. In determining  Tenant's  responsibility for any increased
premiums,  a statement by the party  establishing  the relevant  insurance  rate
shall be conclusive evidence of the various components of such rate.

           If any  insurance  coverage  with  respect to the Project or any part
thereof  is  actually,  or  threatened  to  be,  either  cancelled,  reduced  or
materially  adversely changed by the insurer by reason of the condition,  use or
occupancy of the Premises or any part thereof,  or any act or omission of Tenant
or any  person for whom  Tenant is in law  responsible,  and if Tenant  fails to
remedy the condition, use, occupancy, act or omission giving rise to such actual
or  threatened  cancellation,  reduction  or change  within  ten (10) days after
Notice  thereof from Landlord (or any shorter period which shall be two (2) days
less than the period allowed to Landlord in the notice from Landlord's insurer),
Landlord may at its option either:

         (i) re-enter and take  possession of the Premises  forthwith by leaving
         upon the Premises  Notice of its  intention so to do and  thereupon the
         provisions of this Lease respecting Landlord's remedies shall apply; or

         (ii)enter upon the Premises and remedy such condition,  use, occupancy,
         act or omission  and Tenant shall on demand pay Landlord for the remedy
         as a Special  Service.  Tenant  agrees  that no such entry by  Landlord
         shall be deemed re-entry or a breach of any covenant of quiet enjoyment
         contained in this Lease.

           Tenant agrees that Landlord shall not be liable for any damage to any
property  located on the  Premises  as a result of any such entry or re-entry by
Landlord.

                                       77
<PAGE>



(c)        Tenant's Insurance

(i) Throughout the Term and such other times as Tenant  occupies the Premises or
any part thereof,  Tenant shall, at its expense,  take out and keep in force the
following insurance:

                           (A) "all risks" insurance upon property of every kind
                           owned by  Tenant,  or for  which  Tenant  is  legally
                           liable, or installed by or on behalf of Tenant in the
                           Project,  including,  without  limitation,  Leasehold
                           Improvements,  in an amount of not less than the full
                           replacement  cost thereof  without any  deduction for
                           depreciation,  which  amount  shall  be  conclusively
                           determined  by  Landlord  in the event of any dispute
                           with  respect  thereto.  Such  coverage  shall insure
                           against fire and all other perils as are from time to
                           time  included in the standard  "all risks"  coverage
                           including,  without  limitation,  sprinkler  leakages
                           (where   applicable),   and  earthquake,   flood  and
                           collapse,  and shall be subject to a replacement cost
                           endorsement and a stated amount co-insurance  clause.
                           Loss shall be payable to Tenant and Landlord as their
                           interests may appear;

                           (B)   comprehensive   general   liability   insurance
                           including  but  not  limited  to   occurrence   basis
                           property damage,  personal injury liability,  blanket
                           contractual liability, liquor liability if Tenant has
                           a liquor license,  non-owned automobile liability and
                           products and completed operations with respect to the
                           Premises and Tenant's use of the Project, coverage to
                           include the activities conducted by Tenant and any of
                           its servants, agents, contractors, subcontractors and
                           persons for whom Tenant is in law responsible, in any
                           part  of  the  Project.   Such  policies  shall  have
                           inclusive   limits   of   at   least   Five   Million
                           ($5,000,000)  Dollars for each  occurrence  involving
                           bodily  injury,  death or  property  damage,  or such
                           higher limits as Landlord may reasonably require from
                           time  to  time.  Such  policies  shall  also  include
                           Tenant's  legal  liability  insurance  under  an "all
                           risks"  form for the  whole  replacement  cost of the
                           Premises,   including  loss  of  use  thereof.   Such
                           policies  shall  also  contain  cross  liability  and
                           severability of interest clauses,  and Landlord shall
                           be named as an additional  insured as shall  Tenant's
                           contractors and subcontractors, where applicable;

                           (C)  business  interruption  insurance providing "all
                           risks" coverage;

                           (D) any other form of  insurance  in such amounts and
                           against such risks as Landlord may reasonably require
                           from time to time,  including without  limitation the
                           following insurance:

                                          (1) plate  glass   insurance   on  all
                                        internal  and external glass in or about
                                        the Premises;

                                          (2) comprehensive boiler and machinery
                                        insurance   on  a  blanket   repair  and
                                        replacement  basis with  limits for each
                                        accident  in an amount not less than the
                                        full  replacement  cost of all Leasehold
                                        Improvements and providing coverage with
                                        respect to all objects  introduced  into
                                        the  Project  by or on  behalf of Tenant
                                        and containing a joint loss  endorsement
                                        or agreement.

                                       78
<PAGE>


         (ii) Each of  Tenant's  insurance  policies as  aforesaid  or any other
         policies which Tenant may take out shall contain:

                           (A) a waiver of any subrogation rights which Tenant's
                           insurers  would have against  Landlord or any person,
                           firm or  corporation  for whom Landlord may in law or
                           by agreement be  responsible or for whom Landlord may
                           have agreed to obtain such a waiver;

                           (B) a provision that Tenant's  insurance policy shall
                           be primary and shall not call into  contribution  any
                           other insurance available to Landlord;

                           (C) a waiver,  as respects  the interest of Landlord,
                           of any provision in any tenants'  insurance  policies
                           with  respect  to  any  breach  of  any   warranties,
                           representations, declarations or conditions contained
                           in the said policies; and

                           (D) an  undertaking  by the insurers that no material
                           change,  cancellation  or  termination  of any policy
                           will be made unless  Landlord  has  received not less
                           than thirty (30) days prior Notice thereof, delivered
                           in accordance with the provisions of this Lease.

         (iii) All policies shall be taken out with such insurers and be in such
         form as are  satisfactory  from time to time to Landlord.  Tenant shall
         deliver to Landlord certificates of insurance in the form designated by
         Landlord within thirty (30) days after the placement or renewal of such
         insurance,  and shall from time to time furnish to Landlord upon demand
         similar certificates confirming the renewal or continuation in force of
         Tenant's insurance.

         (iv)  Tenant  hereby  releases  Landlord  and  its  servants,   agents,
         employees,   contractors   and  those  for  whom  Landlord  is  in  law
         responsible from all losses,  damages and claims of any kind in respect
         of which  Tenant is  required  to maintain  insurance  or is  otherwise
         insured.

(d)        Landlord's Right to Place Tenant's Insurance

           If  Tenant  at any time  fails  to take  out and  keep in  force  any
insurance  required  by or  pursuant  to this Lease or to  deliver  to  Landlord
satisfactory  proof of the good standing of any such insurance,  Landlord shall,
without prejudice to any of its other rights  hereunder,  have the right but not
the  obligation  to effect  such  insurance  on behalf of  Tenant,  and the cost
thereof together with all reasonable expenses incurred by Landlord shall be paid
by Tenant to Landlord upon demand as a Special Service.

                                       79
<PAGE>



8.6        LANDLORD'S NON-LIABILITY

           Tenant agrees that Landlord shall not be liable or responsible in any
way for any  injury  or death to any  person  or for any loss or  damage  to any
property at any time in, on or about the  Premises or any  property  owned by or
being the  responsibility of Tenant or any of its servants,  agents,  customers,
contractors or persons for whom Tenant is in law responsible elsewhere in, on or
about the  Project,  no matter  how the same shall be caused and unless any such
death,  injury,  loss  or  damage  is  caused  or  contributed  to by the  gross
negligence of Landlord, its servants, agents, employees,  contractors or persons
for whom Landlord is in law responsible.  Without limiting the generality of the
foregoing,  Landlord shall not be liable or responsible  for any injury,  death,
loss or damage to any persons or property caused or contributed to by any of the
following:  fire,  explosion,  steam,  water, rain, snow,  electricity,  gas, or
falling plaster;  or by dampness or leaks from any pipes,  appliances,  plumbing
works, roof,  exterior walls or any other source whatsoever;  and Landlord shall
not be liable or responsible in any way for any injury, death, loss or damage to
any person or property  caused by any other  tenants or occupants of the Project
or by any  occupants  of any  adjoining  property  or by  the  public  or by the
construction  of any public,  quasi public,  or private work or  utilities.  All
property  kept or stored in or about the Premises or kept or stored by Tenant or
any of its servants,  agents, customers,  contractors or persons for whom Tenant
is in law  responsible  elsewhere  in the  Project  shall be at the sole risk of
Tenant and Tenant  shall  indemnify  Landlord and save it harmless in respect of
the  same.   Without  in  any  way  limiting  or  affecting  the  generality  or
interpretation  of the  foregoing  provisions  of this Article 8.6, it is agreed
that  Landlord  shall in no event be liable for any  indirect  or  consequential
damages  suffered  by Tenant.  Irrespective  of  whether  Landlord  installs  or
requires  Tenant to install any  particular  type of demising wall or partition,
and even if the same is for any reason  accessible to easy  unauthorized  entry,
Landlord shall not be liable for any losses or damages  sustained  thereby on or
in respect of the Premises or any persons or property thereon,  and Tenant shall
be  responsible  for its own security and alarm  systems,  subject to Landlord's
consent, but the giving or withholding of consent shall not impose any liability
whatever  on  Landlord,  and shall  indemnify  Landlord  for any such  losses or
damages.

8.7        ACCIDENTAL STOPPAGE OF SERVICES

           Landlord shall not be responsible  for any damage which may be caused
if, nor shall Tenant be entitled to claim diminution or abatement of Rent should
accidentally or temporarily,  the water, heating,  air-conditioning or supply of
electric or other utility be stopped or cease working.

8.8        INABILITY OF LANDLORD OR TENANT TO PERFORM COVENANTS

           Whenever and to the extent that Landlord or Tenant shall be unable to
fulfil or shall be  delayed  or  restricted  in the  fulfilment  of any of their
respective  obligations  hereunder  in respect of the supply or provision of any
service  or  utility  or the doing of any work or the  making of any  repairs by
reason of being  unable to  obtain  the  material,  goods,  equipment,  service,
utility or labour  required to enable it to fulfil such  obligation or by reason
of any statute,  law or  order-in-council,  or any regulation or order passed or
made  pursuant   thereto  or  by  reason  of  the  order  of  direction  of  any
administration,  controller or board, or any governmental  department or officer
or other  authority or by reason of not being able to obtain any  permission  or
authority  required thereby,  or by reason of any other cause beyond its control
whether of the foregoing  character or not,  Landlord or Tenant, as the case may
be, shall be relieved from the fulfilment of such  obligation  during the period
of such  delay or  restriction  and the other of them shall not be  entitled  to
compensation  for any  inconvenience,  nuisance  or  discomfort.  If Landlord or
Tenant, as the case may be, can provide the required material without infringing
on any of the  governmental  regulations in force, the other of them shall avail
itself  of  such  material  in  order  to do any  work or make  any  repairs  as
hereinbefore provided.

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<PAGE>



8.9        INSTALLATION, REPAIR OR RECONSTRUCTION OF SERVICES OR COMMON AREAS

           Landlord and any person  authorized by Landlord  shall have the right
but without unduly interfering with Tenant's business:

(a)  to  install,   maintain  and/or  repair  pipes,   wires,   ducts  or  other
installations  in, under or through the Premises for or in  connection  with the
supply of any services to the Premises or the Project or any part thereof.  Such
services  shall include,  without  limitation,  telephone or  intercommunication
systems, and

(b) to relocate or alter Project common areas  including  Common Areas from time
to time as Landlord may desire,  including the reduction,  increase or change of
the size,  location and contours thereof provided always that access to and from
the  Premises to the elevator  lobbies,  at least one washroom for men, at least
one washroom  for women and fire  escapes  required by law on the floor on which
the Premises are located, are at all times available.

8.10       RELOCATION - INTENTIONALLY DELETED

8.11       TAX AMOUNT, UTILITY COSTS TO THE PREMISES AND COSTS OF OPERATION

(a) During  the  Term,  Tenant  shall  pay  the  Tax Amount,  the Utility  Costs
consumed  within the  Tenant's  Rentable  Area and Tenant's Proportionate Share
of the Costs of Operation.

(b) Prior to the commencement of the Term and of the commencement of each fiscal
period selected by Landlord thereafter which commences during the Term, Landlord
shall  estimate  the Costs of  Operation,  Tax Amount and  Utility  Costs of the
Tenant's Rentable Area, for the ensuing fiscal period or, if applicable,  broken
portion  thereof,  as the case may be,  and  notify  Tenant  in  writing  of the
estimated  Tax  Amount  and  Utility  Costs to the  Tenant's  Rentable  Area and
Tenant's Proportionate Share of the Costs of Operation.  The amount so estimated
shall be payable in equal monthly instalments in advance over such fiscal period
or, if  applicable,  broken  portion  thereof,  such monthly  instalments  being
payable on the same day and in the same manner as the monthly  payments of Basic
Rent.  Landlord may, from time to time,  alter the fiscal  period  selected,  in
which case,  and in the case where only a broken portion of the fiscal period is
included within the Term, the appropriate  adjustment in monthly  payments shall
be made.  From time to time during the fiscal period,  Landlord may  re-estimate
any of the  foregoing  on a  reasonable  basis for such fiscal  period or broken
portion thereof,  in which event Landlord shall notify Tenant in writing of such
re-estimate and fix monthly  instalments for the then remaining balance for such
fiscal period or broken portion  thereof such that,  after giving credit for the
instalments  paid by Tenant on the basis of the previous  estimate or estimates,
the  entire  Tax  Amount,  Utility  Costs  to the  Tenant's  Rentable  Area  and
Proportionate  Share of the Costs of  Operation  will have been paid during such
fiscal  period or  broken  portion  thereof.  As soon as  practicable  after the
expiration of each fiscal period,  Landlord shall make a final  determination of
the Costs of Operation  and of the  Proportionate  Share thereof for such fiscal
period or, if applicable,  broken portion  thereof and of Tax Amount and Utility
Costs to the Tenant's  Rentable Area and notify Tenant,  and Landlord and Tenant
shall make the  appropriate  re-adjustment  and  payments.  Notices by  Landlord
stating the amount of any estimate,  re-estimate  or  determination  of Costs of
Operation and Utility Costs to the Tenant's  Rentable Area, or the Proportionate
Share of the Costs of  Operation,  or  monthly  installments  payable,  need not
include particulars of costs.

                                       81
<PAGE>



(c) If any of the  Premises  are  located on part of a floor that is less than a
full floor,  Tenant's fraction of Common Area costs will be estimated,  charged,
paid, determined and settled in the same manner as Tenant's  Proportionate Share
of Costs of Operation.

8.12       STATEMENT RE LEASE STANDING

           Landlord and Tenant, at any time and from time to time, upon not less
than ten (10) days prior notice to the other,  shall  execute,  acknowledge  and
deliver to the other,  or to  whomsoever  the other may direct,  a statement  in
writing  stating that this Lease is unmodified and in full force and effect,  or
if there has been  modification,  that the same is in full  force and  effect as
modified,  and the dates to which the Rent has been paid, and stating whether or
not, to the best  knowledge of the  signatory of such  certificate,  Landlord or
Tenant,  as the  case  may be,  is in  default  of any  covenant,  agreement  or
condition  contained in this Lease,  and if so,  specifying each such default of
which  the  signatory  may  have  knowledge,  it  being  intended  that any such
statement  delivered  pursuant  hereto  may be  relied  upon by any  prospective
purchaser and/or assignee of Landlord's or Tenant's  respective interest in this
Lease or in the Project.

8.13       POSTPONEMENT, SUBORDINATION AND ASSIGNMENT

(a) Tenant  agrees that it will,  at the request of Landlord  from time to time,
postpone and subordinate  this Lease and all Tenant's rights hereunder in favour
of any mortgage or mortgages  covering the Project,  or any part thereof,  which
Landlord may arrange and make from time to time,  and Tenant agrees that it will
execute all postponement  agreements and any other documents or assurances which
may be required by Landlord from time to time to give effect to this  provision;
provided that, in any event,  before requiring Tenant to postpone or subordinate
as hereinbefore  set out,  Landlord shall make reasonable  effort to obtain from
any mortgagee an  acknowledgement  and assurance in writing addressed to Tenant,
whereby such  mortgagee  acknowledges  that, in the event of any such  mortgagee
realising  upon the security,  it will not disturb Tenant and will permit Tenant
to remain in  possession  under  this  Lease  and in  accordance  with the terms
thereof, so long as Tenant is not in default.

           Tenant agrees that, whenever requested by Landlord or a mortgagee, it
shall attorn to and become the tenant of such  mortgagee,  or any purchaser from
such  mortgagee  in the event of the  exercise by the  mortgagee of its remedies
under the mortgage,  or to any assignee  from  Landlord of  Landlord's  interest
under  this  Lease,  on the same terms and  conditions  as are set forth in this
Lease for the unexpired  residue of the Term.  Tenant shall execute  promptly on
request by Landlord or a mortgagee, any certificates, agreements, instruments of
attornment and other such instruments or agreements in such form as requested by
Landlord or a mortgagee  from time to time to give effect to such  attornment or
to otherwise give full effect to any of the provisions of this section 8.13.

(b) Landlord and/or Head Landlord shall have the right to sell,  lease,  convey,
mortgage or  otherwise  dispose of the Project or any part thereof and to assign
this Lease and any interest of Landlord  and/or Head  Landlord  pursuant to this
Lease without any  restriction.  If Landlord  and/or Head  Landlord  shall sell,
lease, convey,  mortgage or otherwise dispose of the Project or any part thereof
or shall  assign this Lease and any  interest of Landlord  and/or Head  Landlord
pursuant  to this Lease,  then,  to the extent  that the  purchaser  or assignee
agrees  with  Landlord   and/or  Head  Landlord  to  assume  the  covenants  and
obligations of Landlord  and/or Head Landlord  hereunder,  Landlord  and/or Head
Landlord  shall  thereupon  and  without  further  agreement  be released of all
liability pursuant to the terms of this Lease.

                                       82
<PAGE>



           Nothing in this clause shall  operate to prevent  Landlord and Tenant
from amending or varying any of the terms of, or cancelling  this Lease, as they
may agree,  provided that,  notwithstanding  the foregoing,  Landlord and Tenant
shall not be  entitled  to amend this Lease by  deleting  this  section  8.13(b)
therefrom, or for the purposes of providing for any further prepayment of rental
in addition to those provisions for prepayment of rentals,  if any, contained in
this Lease at the time of execution of this Lease.

8.14       REMEDIES TO SUBSIST

           No waiver of any of  Tenant's  obligations  under  this  Lease and no
waiver of any of Landlord's rights hereunder in respect of any default by Tenant
hereunder  shall be  deemed  to have  occurred  or be  given as a result  of any
condoning,  excusing, overlooking or delay in acting upon by Landlord in respect
of any default by Tenant or by any other act or omission of Landlord. All rights
and remedies of Landlord under this Lease and at law shall be cumulative and not
alternative,  and the exercise by Landlord of any of its rights pursuant to this
Lease or at law shall at all times be without  prejudice  to any other rights of
Landlord, whether or not they are expressly reserved.

8.15       CONTROL OF PROJECT

           The  Project is at all times  subject to the  exclusive  control  and
management  of Landlord.  Without  limiting  the  generality  of the  foregoing,
Landlord shall have the right to police and supervise any or all portions of the
Project;  obstruct,  lock up or  close  off all or any part of the  Project  for
purposes of performing any maintenance,  repairs or replacements or for security
purposes  or to prevent the accrual of any rights to any person or the public or
any  dedication  thereof;  grant,  modify and  terminate  any easements or other
agreements  respecting  any use or  occupancy,  maintenance  of or supply of any
services  to any part of the  Project;  and use or permit to be used any part of
the Common  Areas in the  Project  for  promotional  activities,  merchandising,
display, entertainment or special features.

(b) Tenant  agrees that it has no interest in any lands or air rights  above the
lands now or in the future  excluded  from the Project as  aforesaid  and Tenant
agrees to execute and  deliver  immediately  after the  request of Landlord  all
documents  reasonably requested by Landlord to confirm Tenant has no interest in
any lands now or in the future  excluded from the Project;  in default of Tenant
executing or delivering any such documents within ten (10) days after request of
Landlord,  Landlord  shall be and is hereby  appointed  attorney  for  Tenant to
execute such  documents  for and on behalf of Tenant and in its name,  and shall
survive and may be exercised  during any subsequent  legal  incapacity of Tenant

8.16 LANDLORD'S RIGHT TO ENTER PREMISES

           Landlord,  without  limiting  any  other  rights  Landlord  may  have
pursuant  hereto or at law,  shall have the right,  but not the  obligation,  to
enter the Premises at any time and for any of the following purposes: as set out
in Article 7.2; to protect the Premises or any part of the Project in respect of
any  construction or other work being performed in premises  adjoining or in the
vicinity of the  Premises or the  Project;  for any  purposes as  determined  by
Landlord  in cases of  emergency;  to read any utility or other  similar  meters
located in the  Premises;  and at any time during the Term, to show the Premises
to prospective purchasers, mortgagees or lenders.

8.17       SPECIAL SERVICES

(a)  Landlord  shall be the  exclusive  supplier,  at Tenant's  expense,  of any
Special Services unless Landlord  otherwise  advises Tenant. If Landlord advises
that it shall not be the  supplier  of any  aspect  of  Special  Services,  only
persons approved by Landlord acting reasonably may supply such aspect of Special
Services to Tenant but subject to reasonable  rules and regulations  established
by Landlord.

                                       83
<PAGE>



(b)  Unless  otherwise  expressly  agreed  between  Landlord  and  Tenant to the
contrary in respect of any specific matter from time to time, all work performed
and materials  supplied by Landlord for Tenant  described as Special Services or
otherwise  shall be paid for by Tenant to Landlord  immediately  after demand at
Landlord's cost for the same plus ten percent (10%) for inspection, supervision,
overhead  and  profit or such  other  reasonable  amounts  as may be  charged by
Landlord for overhead and profit from time to time.

8.18       SECURITY AGREEMENT - Intentionally Deleted

8.19       INDEMNITY - Intentionally Deleted

8.20       NOTICES

           Any notice  required or  contemplated  by any provision of this Lease
which Landlord or Tenant may desire to give to the other shall be in writing and
shall be  sufficiently  given to Tenant,  by personal  delivery or by registered
mail,  postage  prepaid,  and mailed in one of Canada  Post  Corporation's  Post
Offices and addressed to Tenant at the  Premises,  attention  President,  with a
copy to Delta  Capital  Technologies  Inc.,  Suite 1400,  1166  Alberni  Street,
Vancouver,  B.C., V6E 3Z3 and to Landlord,  by registered mail, postage prepaid,
and mailed in said Post Office and addressed to Landlord as follows:

                  c/o O&Y Enterprise Alberta,
                  Suite 1250, 555 4th Avenue S.W.,
                  Calgary, Alberta, T2P 3E7,

with a copy to:   O&Y Enterprise,
                  1 First Canadian Place,
                  Suite 3300, P.O. Box 20,
                  Toronto, Ontario, M5X 1B5,
                  Attention: Vice-President and Counsel, Leasing Legal Services

and such notice shall be effective as of the date of such  personal  delivery or
five  (5)  days  after  posting  as the  case  may be.  In the  case  of  postal
disruption,  all notices pursuant to this Article 8.20 are to be delivered, with
delivery to Landlord as set out above.

8.21       REGISTRATION

(a) Tenant   shall   not   register   this  Lease or any  assignment or sublease
or other document evidencing an interest of Tenant or anyone claiming through or
under  Tenant in this Lease or the  Premises  except that Tenant may  register a
Caveat which  describes  the parties,  the Term,  and contains the other minimum
information  required under the Land Titles Act of Alberta,  but the Caveat must
be  in  a  form  satisfactory  to  Landlord,  acting  reasonably.  The  cost  of
preparation,  Landlord's  approval,  execution,  and registration of such Caveat
shall be borne by  Tenant  and shall be paid by Tenant  forthwith  upon  demand.
Promptly upon  registration of such Caveat,  Tenant shall  forthwith  provide to
Landlord details of such registration  together with a duplicate registered copy
of the Caveat.  Upon the  expiration of the Term of this Lease,  Tenant shall at
its sole cost and expense and without  request or demand by Landlord,  discharge
the registration of such Caveat.

(b) Tenant   irrevocably   appoints   Landlord   as  Tenant's attorney with full
power and  authority  to  execute  and  deliver  in the name of and on behalf of
Tenant;  such  discharges and other documents as shall

                                       84
<PAGE>



be required or desired by Landlord to expunge or  discharge  (after  the  expiry
or earlier  termination  of this Lease) from the title of the Land on  which the
Project is located, any such Caveat  which may be filed by Tenant  with  respect
to  this  Lease;  or  any  other  documents   necessary  to  give full effect to
Landlord's rights under this Section 8.21.

8.22       GOVERNING LAW

           This  Lease  is to be governed by and construed according to the laws
of the Province of Alberta.

8.23       GENDER

           The words "Landlord" and "Tenant" and the personal  pronouns "it" and
"its"  relating  thereto  and used  therewith  shall be read  and  construed  as
"Landlord" or "Landlords", "Tenant" or "Tenants" respectively, as the number and
gender of the party or parties in each case  require  and the number of the verb
agreeing  therewith shall be construed as agreeing with the said word or pronoun
so substituted and all covenants shall be deemed to be joint and several.

8.24       CAPTIONS

           The captions and headings in this Lease form no part of the Lease and
shall be deemed to have been inserted for convenience of reference only.

ARTICLE IX
MISCELLANEOUS

9.1        SUCCESSORS AND ASSIGNS

           This  indenture  shall  enure  to the benefit of and be binding  upon
the parties hereto, their respective executors,  administrators,  successors and
assigns.

9.2        COMPLETE AGREEMENT

           It is understood  and agreed that,  other than and to the extent that
any other written  agreement between Landlord and Tenant respecting the Premises
expressly  remains  in force,  this Lease  constitutes  the  complete  agreement
between  the  parties  and  that  there  are  no   covenants,   representations,
agreements,  warranties or conditions in any way relating to the subject  matter
of this Lease or the tenancy created hereby expressed or implied,  collateral or
otherwise,  except as expressly set forth herein.  Tenant  acknowledges  that no
representatives  of Landlord are authorized to make, on Landlord's  behalf,  any
covenants, representations,  agreements, warranties or conditions of any kind or
in any manner  whatsoever  other than as expressly  set forth in writing in this
Lease in the form in which it is executed by Landlord.

           No amendment to this Lease shall be binding upon Landlord  unless the
same is in writing and executed by Landlord.

9.3        TIME OF THE ESSENCE

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

                                       85

<PAGE>



ARTICLE X
ADDITIONAL PROVISIONS

10.1       DEPOSIT

         Tenant has delivered a cheque made payable to O&Y Enterprise Alberta in
the amount of  $51,803.15 to be held by Landlord  without  interest as a deposit
pursuant  to the terms of this Lease to be  applied to the last two (2)  months'
Basic and Additional Rent including G.S.T.,  when due. If Tenant defaults in the
payment of Rent at any time  during the Term,  Landlord  may apply the amount of
such  deposit then  remaining to the amount of Rent then unpaid.  Upon so doing,
Landlord will advise Tenant and Tenant will forthwith replenish the deposit.

         Landlord  may  deliver  the  deposit  to any  purchaser  of  Landlord's
interest in the Project and Landlord  shall thereby be discharged of any further
liability with respect to such deposit.  Landlord may commingle the deposit with
its own funds and shall not hold the deposit as a trustee.

10.2       PARKING

         If Tenant is Delta Capital  Technologies  Inc., or an Affilitate and is
in occupation of the Premises  throughout the Term in accordance  with the Lease
and if Tenant is not in default, then Landlord shall, throughout the Term of the
Lease,  provide  Tenant with 4 permit(s) for random  parking in Phoenix  Place's
parking  facility and 4 permit(s) for random  parking in the 910 - 7th Avenue SW
parking facility,  at Landlord's prevailing rates for parking from time to time.
At this time, the  prevailing  rate is $185.00 per permit per month for a permit
in the Phoenix Place parking area;  $200.00 per permit per month for a permit in
the 910 - 7th  Avenue  SW  parking  area.  Although  Landlord  will  attempt  to
accommodate Tenant's request for a specific type of permit,  Tenant acknowledges
that  permits for some types of parking  areas are subject to  availability.  If
Landlord  cannot  accommodate  Tenant's  request,  Landlord  will, in any event,
provide  Tenant  with its  permit(s)  in the 910 - 7th Avenue SW  parking  area.
Tenant must accept from  Landlord all the permits to which it is entitled on the
Commencement  Date or  forfeit  the number it has not  elected  to take.  Tenant
acknowledges and agrees that this is a contractual  right only and does not form
part of the Premises  demised to Tenant and no landlord and tenant  relationship
exists with respect to this parking right, but the obligations  shall be binding
upon  successors  and assigns of  Landlord's  interest in the  Building.  Tenant
agrees to sign,  on  Landlord's  request,  Landlord's  standard  form of parking
license agreement for the Building's parking facility.

10.3       TENANT'S LEASEHOLD IMPROVEMENTS

         Provided  Tenant  has  executed  the  Lease in a form  satisfactory  to
Landlord,  Landlord shall complete a turnkey  improvement  package (the "Turnkey
Improvements")  in  accordance  with the  Working  Drawings,  and similar to the
preliminary plan (the "Preliminary  Plan") attached hereto as Schedule "C-2", on
or before the Commencement Date. Any work in addition to Landlord's work set out
above shall be performed by Tenant at its sole cost, subject to Landlord's prior
approval.  If the Lease is terminated by Landlord due to Tenant's default in the
performance  of any of its  covenants  or  obligations  under the Lease prior to
expiration of the Term,  Tenant  shall,  without  prejudice to Landlord's  other
rights and remedies contained in the Lease, pay to Landlord an amount calculated
by multiplying  the actual cost of the Landlord's  Work to complete the Premises
(as of the date  Landlord  starts to conduct  Tenant's  fixturing) by a fraction
which has, as its numerator,  the number of months then left in the Term and, as
its  denominator,  the number of months in the Term.  The projected  cost of the
Landlord's  Work to complete  construction  of the Premises shall be provided to
Tenant prior to the  Commencement  Date.  Tenant shall be granted  access to the
Premises prior to the  Commencement  Date of the Lease to

                                       86
<PAGE>



commence  with  business  operations  subject  to  substantial  completion  of
construction.  No Rent shall be charged during this early occupancy period.

         Landlord and Tenant acknowledge the Premises are partially completed in
accordance with the Preliminary  Plan. It is agreed and understood  Tenant shall
be  permitted  to  meet  with  the  Landlord's  interior  designer  and  general
contractor to make minor  modifications to the Preliminary  Plan, and subject to
Landlord's prior approval.

10.4       EXTENSION OF TERM

         If Tenant is Delta  Capital  Technologies  Inc., or an Affiliate and is
itself  in  occupation  of the  whole  of the  Premises  throughout  the Term in
accordance  with the Lease and if Tenant is not in material  default and has not
been in material  default during the Term which default was not cured within the
applicable  period  provided in this Lease,  and Tenant has  delivered a written
Notice to  Landlord  not more than 18 months and not less than 12 months  before
the expiration of the Term that Tenant wishes to extend the Term,  then Landlord
shall extend the Term of the Lease for the entire  Premises at the expiration of
the Term for a period of 5 years (the "Extended  Term").  There will be no other
right to extend the Term. The Basic Rent rate for the Extended Term shall be the
then current market Basic Rent rate for  equivalent  space in the downtown core.
In no event, however, shall such rate be less than the Basic Rent payable during
the 12-month period immediately preceding the commencement of the Extended Term.
All other terms and  conditions  of the Lease will apply to the  Extended  Term,
except that there will be no Leasehold Improvement  Allowance,  no Free Rent and
no  Landlord's  work. If the parties are unable to agree on the Basic Rent to be
paid during the Extended Term within 60 days of the date of the Tenant's Notice,
then this right to Extend the Term and the Extended  Term shall be null and void
and neither party shall have any rights or obligations towards the other arising
therefrom.  If the  parties are able to agree upon a Basic Rent rate within such
60 day period,  then Tenant shall sign Landlord's then current  standard form of
net lease for the Building to document the Extended  Term or, at the  Landlord's
option,  a Lease  Extension  Agreement  prepared by the  Landlord to reflect the
terms of the  Extended  Term.  It is  understood  and  agreed  that  Tenant,  in
exercising  this right,  shall be deemed to be  exercising a right to extend the
Term for all space which Tenant is occupying in the Building.

10.5       RIGHT OF FIRST OFFER

         If Tenant is Delta Capital Technologies Inc., or an Affiliate and is in
occupation  of the  Premises and is not in material  default of its  obligations
under the Lease,  then at anytime after  February 28, 2001 Landlord shall notify
Tenant  of the  availability  of space  (not to be less  than  6,000  contiguous
rentable  square feet) available for Leasing in the Building (the "ROFO Space").
If such space  becomes  available,  then  Landlord  shall  first give  Notice to
Tenant,  which  Notice  shall (i) set forth,  in  reasonable  detail,  the terms
(including term, rent,  inducement,  renovations and fixturing  period) on which
Landlord is prepared to offer the ROFO Space to third parties and (ii) offer the
ROFO Space to Tenant on the same terms and conditions as Landlord is prepared to
offer to or to accept  from a third  party  except that the expiry date shall be
the expiry date of the Lease and such terms shall be adjusted, if necessary,  as
set out in the  following  sentence.  If the amount of Term left in the Tenant's
existing lease is less than the term for which Landlord is prepared to offer the
ROFO Space to third parties,  then any amounts payable by Landlord on account of
inducement or renovation or the length of any fixturing  period shall be reduced
pro rata to reflect the reduced period in the Tenant's Term. Tenant shall have 5
business  days after  receipt of  Landlord's  Notice in which to confirm that it
will lease the ROFO Space on the terms set forth in Landlord's  Notice,  failing
which,  Landlord  shall be free to lease the ROFO Space to a third party and the
Tenant shall have no further rights with respect to the ROFO Space.

                                       87
<PAGE>



         If Tenant  delivers  written  Notice within the time  specified that it
accepts  Landlord's offer to lease the ROFO Space, a binding  agreement to lease
shall exist between Landlord and Tenant on the terms and conditions contained in
Landlord's  offer.  Prior to Tenant  being  entitled to  possession  of the ROFO
Space,  Tenant  agrees to enter  into a lease  amending  agreement  prepared  by
Landlord  incorporating  the terms of Landlord's  offer. The ROFO Space shall be
accepted by Tenant in an "as is" condition.

         This  right  granted to Tenant  hereby is however  subject to the prior
rights or  privileges of other tenants of either  re-leasing  their  premises or
exercising options or privileges to take additional space.

             This  right  shall  expire at such time as the Tenant has leased an
additional area(s) in the Building comprising a minimum of 13,325 square feet.

10.6       LETTER OF CREDIT

         Tenant  agrees to deliver to Landlord  upon the  execution of the Lease
but, in any event,  prior to its  possession  of the  Premises,  an  irrevocable
Letter  of  Credit to remain in place for the first 3 years of the term from and
after the  Commencement  Date in a form and from an institution  satisfactory to
the Landlord in the amount of  $100,000.00  to secure the timely  performance of
Tenant's  obligations  under the  Lease.  Landlord  shall have the right to draw
against the Letter of Credit as follows:

                     (a) in an  amount  equal to the  amount  then due under the
                     Lease to Landlord  or,  pursuant  to the Lease,  to a third
                     party up to the face  amount of the Letter of Credit in the
                     event of a default under the Lease; and

                     (b) in an amount  equal to the then  undrawn  amount of the
                     Letter of Credit (if any) if  Landlord  has  exercised  its
                     right to terminate the Lease or to retake possession of the
                     Premises  and  re-let as agent for Tenant in the event of a
                     default by Tenant under the Lease permitting Landlord so to
                     do or  if  the  Tenant  is  bankrupt.  The  parties  hereto
                     acknowledge  that any amount drawn under the  provisions of
                     this  subsection  (b) shall be  received  by  Landlord  and
                     retained  by it as a  bona  fide  pre-estimate  of  damages
                     incurred by Landlord and not as a penalty.

         Any  amount  drawn  under  subsection  (a) above  shall be  applied  by
Landlord  towards  any default by Tenant  under the Lease.  The Letter of Credit
shall permit partial draws. If Landlord makes a partial draw,  Landlord shall so
notify  Tenant and,  within 10 days of such  notification,  Tenant shall provide
Landlord with a Letter of Credit for the amount so drawn, it being the intention
that,  at all  times  during  the  first 3 years of the Term  from and after the
Commencement Date, Landlord shall have in its possession Letter(s) of Credit for
the full value stated in the first paragraph of this section.  Failure by Tenant
to comply with the  provisions of this section shall  constitute a default under
the Lease.

                                       88
<PAGE>



IN WITNESS  WHEREOF the parties  hereto have executed  these  presents as of the
date first above written.

LANDLORD:                  O&Y PROPERTIES INC.

                           Per:
                           /s/ Robert P. Duteau
                           Robert P. Duteau

                           I/We have the authority to bind the corporation



TENANT:                    Delta Capital Technologies Inc.

                           Per:
                           /s/ Michael Horsey
                           Michael Horsey

                           I/We have the authority to bind the corporation

                                       89
<PAGE>



                                  EXHIBIT 10.19

                             REOVEST Financial, Inc.
                   "Maximizing Equity Value Through Awareness"
                                   03/30/2000

                        Fund Raising Letter of Agreement

This letter is to  acknowledge  that  Reovest  Financial,  Inc.  (Reovest or the
"company")  through its own abilities and affiliated  operatives,  shall seek to
provide funding relationships for Delta Technologies Capital, Inc. (DCTG).

Upon the  successful  receipt of funds  brought  to the  company  through  these
various  relationships,  which will be  delineated as they become  available,  a
commission  payment  based  upon 8%  (eight  percent)  to  Reovest  on all gross
proceeds secured.

Reovest  will not be entitled to any other fees from the  funding  party(s)  and
payment must be made to Reovest within fifteen days of receipt of funds by DCTG.
In addition,  this letter shall  acknowledge  that  one-half of this  commission
amount,  or any amounts due to Reovest and as  negotiated by Reovest and a third
party  shall be payable to Joseph A. Lynch by the company  directly,  and Joseph
Lynch acknowledges that he has no other financing commission agreements in place
with the company. Full confidentiality of any and all financial information sent
to Reovest by DCTG, and this  agreement  shall be binding for a period of twelve
months from date of signature.

If these terms are satisfactory to you, please sign and e-mail back to my office
(reovest@aol.com) as soon as possible.

Client Company: DCTG

Company Officer :    Paul Davis                     Title:   President
                  ----------------------------                ------------------
                    (please clearly print name)

                   Signature : /s/ Paul Davis Date: __________


Sincerely,   Robert E. Oberndorf
President, Reovest Financial, Inc.

               32271 Lodgepole Drive, Suite A, Evergreen, CO 80439
           (303) 679-1368 fax (303) 679-0076 e-mail: Reovest @ aol.com


                                       90

<PAGE>



                                  EXHIBIT 10.20

                               ASSIGNMENT OF LEASE


Dated this 30th day of June, 2000.

                                    BETWEEN:

                 ALBERNI INVESTMENTS (1988) INC. [The Landlord]

                                       And

                    FLANAGAN ENTERPRISES INC. [The Assignor]

                                       And

                 DELTA CAPITAL TECHNOLOGIES, INC. [The Assignee]


The  Assignee  hereby  offers  to  assume  the  Existing  Lease of the  Premises
comprising  approximately  1600 square feet  within the  Building  known as 1166
Alberni Street, Vancouver, BC.

The Premises are outlined in the lease agreement attached hereto as Schedule "A"
for the balance of the Term of 7 months. The term expires on January 31, 2001.

In Assignee has further  option to renew the Existing Lease at the expiration of
the Lease Term.

The Assignee agrees to the following additional terms and conditions.

1. The Premises  are to be occupied and used  specifically for business purposes
   only.

2. The Assignee  shall  abide by all the terms and  conditions  contained in the
   Existing Lease.

3. Any  leasehold  improvements   or  changes  are  the  responsibility  of the
   Assignee.

4. The Assignee accepts the Premises on an "as is, where is" condition.

5. The Assignment of  Lease document is to be prepared and attached to and shall
   form  part  of  the  Existing  Lease  and  shall be firm and binding upon all
   parties to the Agreement.

6. All costs assessed with this Assignment of Lease to be borne by the Assignor.

SIGNED, SEALED AND DELIVERED By the Landlord I the presence of:

s/s   Maria Johnson                          s/s
-------------------------                    -----------------------------------
                                             Landlord:
                                             ALBERNI INVESTMENTS (1988) INC.
SIGNED, SEALED AND DELIVERED

                                       91
<PAGE>



by the Assignor in the presence of:

s/s  Wei Ge                                   s/s        Ian Flanagan
--------------------------                   -----------------------------------
                                             Assignor:
                                             FLANAGAN ENTERPRISES INC.

SIGNED, SEALED AND DELIVERED
by the Assignee in the presence of:

s/s  Beverley Kniffen                         s/s        Michael E. Horsey
--------------------------                    ----------------------------------
                                              Assignee:
                                              DELTA CAPITAL TECHNOLOGIES INC.




                                       92

<PAGE>



                                      LEASE

         THIS LEASE dated for reference the 12th day of December, 1996

BETWEEN:

         ALBERNI INVESTMENTS (1988) INC., a body corporate,  having an office at
         -------------------------------  1701 - 1166 Alberni Street, Vancouver,
         British Columbia

         (the "Landlord")
               --------

                                                            OF THE FIRST PART
AND:

         FLANAGAN ENTERPRISES INC.

         (the "Tenant")
               ------
                                                            OF THE SECOND PART


                                    ARTICLE I
                           BASIC TERMS AND DEFINITIONS

1.01       BASIC TERMS

         The  following  basic  terms  are a part  of  and  are  referred  to in
         subsequent  provisions  of this Lease.  Any  conflict or  inconsistency
         shall be  resolved in favor of the other  provisions  of this Lease and
         not the Basic Terms:

         (a)  "Premises":  suite/unit  number  1400  on the  14th  floor  of the
              building    at    1166   Alberni  Street, Vancouver, B.C., V6E 3Z3
              containing  an area of  approximately  1,629  square feet  (151.33
              square  meters) as located on the Lands  described in Schedule "A"
              and  outlined  in bold on the  plan  attached  as  Schedule  "B" ,
                                                                 ------------

         (b)  "Commencement Date": the 1st day of February, 1997 (section 2.03),

         (c)  "Term"  subject to  postponement  of the Term  pursuant to section
              2.04  hereof,  the Term of this Lease  begins on the  Commencement
              Date and ends on the 31st day of January, 2001 (section 2.03),

         (d)  "Minimum  Rent":  $19,548 per year  ($1,629.00  per month) for the
              period February 1st, 1997 to January 31st, 1999 and $21,177.00 per
              year  ($1,764.75  per month) for the period  February 1st, 1999 to
              January 31st,  2001 based upon an annual rate of $13.00 per square
              foot of the Rentable Area (section 3.01(a)),

         (e)  "Permitted  Use of the  Premises":  Office  purposes only (section
              7.01),

         (f)  "Tenant's Trade name": N/A (section 7.05),

         (g)  "Security   Deposit":   $1,888.28  (incl.   GST)  (section  3.04),

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         (h)  "Address  for  Notice of  Tenant":  1400 - 1166  Albernie  Street,
              Vancouver,       BC      V6E      3Z3       (section       17.01).


1.02       DEFINITIONS

         In this Lease, unless the context otherwise requires:

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

         (b)  "Architect"  means  the  independent  Architect  from time to time
              named by the  Landlord.  The  decision of the  Architect  shall be
              final and binding on the parties,  so long as such  decisions  are
              consistent  with  accepted  architectural   standards  in  British
              Columbia.

         (c)  "Building" means, all improvements now or at any time located upon
              the  Lands and  comprising  the  Office  Tower,  Retail  Level and
              Parkade together with the Common Elements.

         (d)  "Business  Day"  means  any of the  days  Monday  through  Friday,
              between  the   hours    of    7:00   a.m.  and  6:00 p.m., unless
              such day is a  "holiday"  (as  defined in the  Interpretation  Act
              (B.C.)).                                        ------------------

         (e)  "City" means the City of Vancouver.

         (f)  "Common Areas" means the areas of the  Development  that from time
              to time are not  intended to be leased to tenants and are provided
              for the use of the tenants in common with other tenants.

         (g)  "Common Elements" means:

                   (i)       the Common  Areas and  elements of the  Development
                             that  from  time to time  are  not  intended  to be
                             leased  to  tenants  of  the   Development  or  are
                             designated  from time to time as Common Elements by
                             the Landlord, and

                   (ii)      the elements  within areas rented or intended to be
                             rented to tenants that are provided for the benefit
                             of tenants in common with other tenants.

         For example,  the Common Elements include,  but are not limited to, the
roof,  exterior  weather walls,  exterior and interior  structural  elements and
bearing walls on the  Development;  pedestrian  sidewalks;  exterior  landscaped
areas;  parking areas;  enclosed malls, courts and arcades;  public hallways and
stairways,   open  malls,  service  and  utility  corridors  and  accommodation;
escalators,   ramps,  moving  sidewalks,   elevators  and  other  transportation
equipment  and  systems;  interior  landscaped  areas;  washrooms;   electrical,
telephone, meter, valve, mechanical, boiler, mail, storage and janitor rooms and
galleries;   music,  fire  prevention,   security  and  communication   systems;
maintenance  workshops;  general

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signs,  columns,  pipes,  electrical,  heating, ventilating,   air-conditioning,
plumbing,  drainage,  mechanical  and  all   other installations  or   services
located  on the Development  as well as all truck docks and common loading areas
and driveways.

         (h)   "Development" means collectively, the Lands and Building.

         (i)   "Interest"  means  interest  at the Prime Rate plus 5 % per annum
               calculated  and  compounded  monthly  unless  such  rate  is  not
               permitted by law in which case it means the maximum rate which is
               permitted by law.

         (j)   "Lands"  means those lands in the City upon which the Building is
               being or has been  constructed,  and which are more  particularly
               described in Schedule "A".

         (k)   "Landlord's  Improvements" means all improvements forming part of
               the Premises, but excluding all Tenant's Improvements.

         (l)   "Mortgage"  means any  mortgagee(s)  for the time being of all or
               any part of the Development.

         (m)   "Occupation  Rent" means the Minimum  Rent plus  Additional  Rent
               estimated by the Landlord on a daily basis (section 2.05).

         (n)   "Office Tower" means all parts of the  Development  but excluding
               the Retail Level and the Parkade.

         (o)   "Operating  Costs"  means  all  reasonable  costs  and  expenses,
               without  limitation or  duplication,  incurred by or on behalf of
               the  Landlord,   for  the  operation,   management,   protection,
               preservation,    security,    cleaning,   repair,    replacement,
               renovation,   updating  and   maintenance  of  the   Development,
               including, for example, and without limitation:

               (i)  the salary,  wages,  payroll expenses and other compensation
                    benefits of employees, independent contractors and agents of
                    the Landlord engaged in the operation,  maintenance, repair,
                    administration and management of the Development,

               (ii) the cost of goods, services, equipment and supplies incurred
                    directly  or  indirectly  in  the  operation,   maintenance,
                    repair,  administration  and management of the  Development,
                    including:

                    (A)  the costs of purchasing or renting materials, supplies,
                         mechanical equipment, tools and signs,

                    (B)  sales,  use and  excise  taxes  on goods  and  services
                         purchased by the Landlord,

                    (C)  the  costs  of  professional  and  consulting  services
                         including   services   for  the   purposes   of  energy
                         conservation   or   allocation  of  various  costs  and
                         expenses among the tenants of the Development,

                    (D)  the  costs  incurred  in  legal  proceedings  taken  to
                         protect the general  well-being of tenants or their use
                         and  enjoyment  of  the   Development   or  to  enforce
                         covenants  in the  leases  of the  Development  as they
                         affect  the  general   well-being  of  tenants  in  the
                         Development,

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                    (E)  the costs,  whether incurred before or during the Term,
                         of  any  capital  improvements,  equipment  or  devices
                         (including  the cost of extended  warranties,  if any),
                         installed or paid for by the Landlord in order to:

                         (1)    conform  with any  change in legal or  insurance
                                requirements, or

                         (2)    effect a  labour-saving,  energy-saving or other
                                economy, or

                         (3)    improve security, or

                         (4)    improve  the  comfort  and   enjoyment   of  the
                                Development for the tenants of the Development,

                         amortized   over  the  useful  life  of  such   capital
                         improvement,   equipment  or  device   (determined   in
                         accordance   with   generally    accepted    accounting
                         principles),  plus interest on the unamortized  balance
                         at the Prime Rate or such  higher rate as may have been
                         paid by the  Landlord  from  time  to time on  borrowed
                         funds,

                    (F)  a  pro  rata   portion  of  any  prepaid   expenses  as
                         determined by the Landlord,

               (iii)all  taxes,   rates   (including  real  property  and  local
                    improvement  rates and taxes),  duties and assessments  that
                    may be  levied,  rated,  charged  or  assessed  against  the
                    Development  and,  without  limiting the  generality  of the
                    foregoing,  every tax, charge,  rate,  assessment or payment
                    which may become a charge or  encumbrance  upon or be levied
                    or  collected  upon or in  respect of all or any part of the
                    Development, whether charged by any municipal, parliamentary
                    or other authority,

               (iv) all charges for public  services  and  utilities,  including
                    water, gas, sewer, electrical power, steam or hot water used
                    upon or in  respect  of the  Development  and the  rental of
                    related  fittings,  machines,  apparatus,  meters,  or other
                    things  and  for  all  work  or  services  performed  by any
                    corporation or commission in connection with such utilities,

               (v)  license, permit and inspection fees,

               (vi) insurance  premiums and other charges for insurance incurred
                    pursuant   to  Article   8.02   hereof   including   without
                    limitation,   reserves   established  by  the  Landlord  for
                    deductible   amounts  and  losses  in  excess  of  insurance
                    coverage  in such  amounts  and  for  such  risks  including
                    business interruption,  loss of rental, by-law,  earthquake,
                    and flood  insurance  as the  Landlord or any  Mortgagee  in
                    their sole discretion shall elect to maintain,

               (vii)the  reasonable   charges  and  expenses  of  operating  and
                    maintaining the administration office within the Development
                    including its deemed rental expenses,

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              (viii) an  administration  fee of up to 15%  of  the  total  cost
                    incurred by the  Landlord  with  respect to any work done by
                    the Landlord at the  Tenant's  request or in respect of work
                    done by the  Landlord  because  of the  Tenant's  default in
                    observing or  performing  any of the covenants of this Lease
                    and on the part of the Tenant to be observed and performed,

                    all of which costs shall be allocated to each fiscal year of
                    the Landlord  without any  duplication  in  accordance  with
                    generally  accepted  accounting  principles as determined by
                    the  accountants  of the  Landlord,  and such costs shall be
                    allocated  between the tenants in the Office  Tower,  Retail
                    Level  and  Theater  on  a  fair  and  reasonable  basis  as
                    determined by the Landlord in its sole  discretion from time
                    to time, but excluding:

                    (A) depreciation,

                    (B) income taxes of the Landlord,

                    (C)  interest  on debt  (other  than  debt  contemplated  in
                         subparagraph    1.02(o)(ii)(E))    and   legal    fees,
                         disbursements and other charges respecting such debt,

                    (D)  charges for the repair of damage to the Development but
                         only to the  extent  that  the  Landlord  has  received
                         reimbursement  from tenants or from the net proceeds of
                         insurance (after payment of any deductible),

                    (E)  expenses  incurred  by the  Landlord  in respect of the
                         installation of the Landlord's Improvements,

                    (F) leasing commissions, and

                    (G) the capital costs of any expansion of the Building,

                         PROVIDED that if in any fiscal period designated by the
                    Landlord the  Building is less than 95% occupied  during the
                    whole of that fiscal  period,  "Operating  Costs" shall mean
                    the amount obtained by adjusting the actual  Operating Costs
                    for  such  fiscal  period  as if the  Building  had been 95%
                    occupied  during  the  whole  of such  fiscal  period.  Such
                    adjustment  shall be made by adding to the actual  Operating
                    Costs an amount  which would  allow the  Landlord to receive
                    95% of the actual operating costs from the tenants as if the
                    Building had been 95% occupied.

          (p)  "Parkade"  means all parts of the  Development  that are used for
               the purpose of parking of  automobiles  or ancillary to such use,
               or designated as Parkade by the Landlord from time to time.

          (q)  "Premises"  means  the  premises  described  in  section  1.01(a)
               consisting  of the space  within  the top  surface  of the floor,
               bottom  surface  of the  ceiling  and the  inside  surface of all
               demised walls and glass but excludes all Common Elements.

          (r)  "Prime Rate" means the rate of interest per annum as charged from
               time to time (no matter how  calculated)  designated by The Royal
               Bank of  Canada as being its  (highest,  if more

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               than  one)   prime commercial  lending  rate  charged  by it  for
               demand  loans  in Canadian funds made at its main branch in
               Vancouver.

          (s)  "Proportionate  Share" means the fraction which equals the square
               footage of the Rentable  Area of the Premises (as  determined  by
               the  Architect)  divided  by  the  total  Rentable  Area  in  the
               Development, whether leased or not.

          (t)  "Rentable Area" means:

               (i)  where the area  leased  to a tenant  is a full  floor in the
                    Office Tower,  then the area computed by measuring  from the
                    inside  surface  of glass  in  exterior  walls  and from the
                    centre  line  of  exterior   walls  where  no  glass  exists
                    (excluding any major vertical  penetrations such as elevator
                    and  stairwell  shafts),  with no  deduction  for columns or
                    projections based on BOMA Standard Method of Measuring Floor
                    Area in office building (ANSI/BOMA Z65.1-1996), and

               (ii) where the area  leased to a tenant is less than a full floor
                    in  the  Office  Tower,  such  area  shall  be  computed  by
                    measuring the walls and partitions  surrounding the Premises
                    from the inside surface of glass in exterior  walls, or from
                    the centre  line of exterior  walls  where no glass  exists,
                    from the centre line of corridor  walls and other  permanent
                    partitions,  and from the  centre  line of  partitions  that
                    separate the Premises from other  rentable  premises with no
                    deduction for columns or projections,  plus a portion of the
                    Common  Areas  on  that  floor,  which  portion  shall  be a
                    fraction,  the  numerator  of which shall be the area of the
                    Premises,  as previously  set forth in this clause  (s)(ii),
                    and the  denominator  of which  shall be the  total  area of
                    rentable  premises on the floor (whether  actually rented or
                    not) BOMA Standard  Method of Measuring Floor Area in office
                    building (ANSI/BOMA Z65.1-1996), and

               (iii)where the area  leased to a tenant is on the  Retail  Level,
                    then the area computed by measuring the walls and partitions
                    surrounding  the  Premises  from the  inside  surface of the
                    glass in  exterior  walls,  from the centre line of exterior
                    walls  where no glass  exists,  from the centre  line of the
                    corridor walls and other  permanent  partitions and from the
                    centre line of the  partitions  that  separate  the Premises
                    from other rentable premises,  with no deduction for columns
                    or projections  BOMA Standard Method of Measuring Floor Area
                    in office building (ANSI/BOMA Z65.1-1996),

         (u)  "Retail Level" means all parts of the Development that are not the
              Office Tower or Parkade and are from time to time  constructed  as
              Retail Level, or designated as such by the Landlord.

         (v)  "Rules and Regulations" means the rules and regulations adopted by
              the  Landlord  from  time to time  acting  reasonably  and in such
              manner  as  would  a  prudent  Landlord  of a  reasonably  similar
              Development.   The  Rules  and  Regulations  existing  as  at  the
              Commencement Date are those set out in Schedule "C".

         (w)  "Sales  Taxes"  means any and all taxes,  fees,  levies,  charges,
              assessments,  rates, duties, and excises (whether characterized as
              sales taxes, purchase taxes, value-added taxes, goods and services
              taxes or any other  form)  which are  imposed on the  Landlord  or
              which are levied,

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              rated   or  assessed  on  the  act of entering  into this Lease or
              otherwise   on   account   of   this   Lease,   on    the  use  or
              the  occupancy  of all or any part of the  Premises on the Minimum
              Rent,  Additional Rent or any other sums deemed to be rent payable
              under this Lease or any portion of it or in connection with all or
              any part of the  business of renting the  Premises  but  excluding
              income tax under the Income Tax Act.

         (x)  "Tenant's  Improvements"  means  all  of the  Tenant's  furniture,
              equipment,  stock  and  trade  fixtures  and such  other  property
              supplied  by the Tenant in or forming  part of the  Premises  from
              time  to  time  and  shall  include,  without  limitation,   those
              improvements  included  in  the  "Tenant's  Work"  as  set  out in
              Schedule  "E"  hereto,  if  applicable,   but  shall  exclude  any
              "Landlord's Work".


                                   ARTICLE II
                             GRANT OF LEASE AND TERM

2.01       GRANT

         In  consideration of the rents,  covenants and agreements  contained in
this Lease on the part of the Tenant to be paid,  observed  and  performed,  the
Landlord  leases to the Tenant  and the  Tenant  leases  from the  Landlord  the
Premises.

2.02       RESERVATION TO LANDLORD

         All  Common  Elements  within  the  Premises  as well as access to them
through the Premises for the purpose of their use, operation,  maintenance,  and
repair and replacement from time to time are expressly reserved to the Landlord.

2.03       TERM

         TO HAVE  AND TO HOLD  the  Premises  for the  Term  set out in  section
1.01(c)  commencing on the Commencement Date set out in section 1.01(b),  unless
postponed  pursuant to section 2.04, and ending on the expiry of the Term unless
sooner  terminated,  or extended by renewal (if applicable)  under section 17.02
hereof.

2.04       POSTPONEMENT OF TERM

         The  Landlord  shall make all  reasonable  efforts to have the Premises
ready for occupancy before the Commencement  Date. If the Premises are not ready
for  occupancy by such time,  the  Commencement  Date shall be  postponed  for a
period equal to the duration of the delay.  The Landlord shall not be liable for
any loss, damage, injury or inconvenience which the Tenant may sustain by reason
of the inability of the Landlord to deliver the Premises  ready for occupancy on
the Commencement Date.

2.05       EARLY POSSESSION

         The Tenant may, subject to:

         (a)      completion of all the Landlord's Improvements in the Premises,

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         (b)      the Tenant receiving all necessary final approvals, licenses
                  and occupancy permits,

         (c)      the Premises being ready for occupancy, and

         (d)      proof of Tenant's insurance pursuant to Article VIII hereof,

if it desires, but only with the Landlord's prior written approval, begin to use
and occupy all or part of the Premises  prior to the  Commencement  Date but the
Tenant shall pay  Occupation  Rent to the  Landlord  for such use and  occupancy
until the Commencement  Date. Such Occupation Rent shall be proportionate to the
relation that the area of the Premises, occupied from time to time, bears to the
Rentable Area of the Premises.  Possession shall be granted and taken subject to
the terms and conditions of this Lease, except to the extent that such terms and
conditions are inconsistent with this clause.

2.06       PARKING

         Tenant  parking  is  available  within  the  Development  and  shall be
negotiated  separately by the Tenant with the Landlord or the Landlord's parking
operator as the Landlord may designate and retain and shall be available only on
such terms and conditions as are agreed to in writing between the Tenant and the
Landlord or the  Landlord's  parking  operator as the Landlord may designate and
retain from time to time.


                                   ARTICLE III
                                      RENT

3.01       RENT

         The Tenant  will pay  Minimum  Rent and  Additional  Rent  without  any
deduction  or set off to the office of the  Landlord,  or at such other place as
the Landlord may from time to time designate in writing as follows:

         (a)       Minimum Rent

                   The Tenant shall pay from and after the Commencement  Date to
                   the Landlord  the Minimum Rent set out in section  1.01(d) to
                   be paid in  advance on the first day of each  calendar  month
                   during the Term.

                   If the Commencement  Date is other than on the first day of a
                   calendar month,  then the Tenant shall pay a pro rata portion
                   of Minimum Rent for that month.

         (b)       Additional Rent

                   (i)       The  Tenant's  Proportionate  Share of realty taxes
                             (except for Landlord's income taxes, capital taxes,
                             business  taxes,   profits  taxes,  excess  profits
                             taxes, capital gains taxes, and other similar taxes
                             and debt service, and capital retirement of debt on
                             any security  affecting  the land and Building) and
                             Tenant's  Proportionate  Share  of  all  costs  and
                             expenses  incurred  by  the  Landlord  to  operate,
                             maintain,    repair   and   replace,   manage   and
                             administer,   insure,   heat,   air-condition   and
                             ventilate  the Building  and as further  defined as
                             "Operating Costs" in section 1.02(o) hereof.

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                   (ii)      Any and  all  sums of  money,  including  Operating
                             Costs  and  Interest,   paid  or  incurred  by  the
                             Landlord  and  which  ought  to have  been  paid or
                             incurred by the Tenant,  or for which the  Landlord
                             is entitled to reimbursement  from the Tenant shall
                             be  payable  by  the  Tenant  to  the  Landlord  as
                             Additional  Rent with  Interest  from the date they
                             were incurred or payable which  Additional Rent and
                             Interest shall also be recoverable as rent, and the
                             rights that the Landlord has in respect of rent the
                             Landlord  shall also have in respect of  Additional
                             Rent  whether or not such  amounts  are  designated
                             elsewhere in this Lease as rent or Additional Rent.

3.02       NET LEASE

         The Tenant agrees that this Lease is a completely carefree Net Lease to
the  Landlord,  except as expressly  set out.  The  Landlord is not  responsible
during  the Term for any  costs,  charges,  expenses  and  outlays of any nature
arising from or relating to the Premises,  or their use and occupancy,  or their
contents or the business  carried on in them.  The Tenant shall pay all charges,
impositions,  costs  and  expenses  of every  nature  and kind  relating  to the
Premises, their use and occupancy,  their contents or the business carried on in
them.

3.03       "GST" (GOODS AND SERVICES TAX)

         The Tenant  agrees to pay the Landlord GST or any similar tax replacing
same on all Minimum Rent and  Additional  Rent,  and the Landlord shall have all
the rights in respect of GST that the Landlord has in respect of Minimum Rent or
Additional Rent under this Lease.

3.04       SECURITY DEPOSIT

     (a)  Payment of the Security  Deposit is  acknowledged as being received in
          the amount  specified  in  section  1.01(g)  from the Tenant  upon the
          execution of this Lease.  Such payment  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  Tenant
          breaches any term of this Lease, then the Landlord may, at its option,
          apply  all or any  portion  of  such  Security  Deposit  as may in the
          Landlord's  reasonable  opinion be necessary to compensate it for such
          breach,  including the Landlord's  legal fees and  disbursements  on a
          full indemnity  basis incurred to enforce the Tenant's  performance of
          all  the  terms,  covenants  and  conditions  of this  Lease,  without
          limiting or excluding  any other rights which the Landlord may have at
          law, and if the Tenant has not defaulted  under this Lease,  then such
          sum shall be paid to the Tenant upon expiry of the Term.

     (b)  If,  however,  the  Landlord  does  apply all or any  portion  of such
          Security  Deposit  as  compensation  for a breach of this Lease by the
          Tenant,  then the Tenant  shall upon  written  demand of the  Landlord
          remit to the  Landlord  a  sufficient  amount in cash to  restore  the
          Security  Deposit to the  original  sum  deposited,  and the  Tenant's
          failure to do so within five days after delivery of such demand to the
          Tenant constitutes a breach or default under this Lease.

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3.05       INTEREST ON OVERDUE RENT

         All Rent  including  Minimum Rent,  Additional  Rent and GST in arrears
shall bear  Interest from the date the same became due and payable by the Tenant
to the Landlord until the date of payment or repayment to the Landlord.


                                   ARTICLE IV
                                      TAXES

4.01       SALES TAXES

     (a)  The Tenant shall pay or reimburse to the Landlord,  an amount equal to
          the  Sales  Taxes,  it being the  intention  of the  parties  that the
          Landlord  shall be fully  reimbursed by the Tenant with respect to any
          and all Sales Taxes. The amount of the Sales Taxes shall be calculated
          by the Landlord in accordance with the applicable  legislation and the
          provisions  of this  Article 4.01 and shall be paid to the Landlord at
          the same time as the amounts to which Sales Taxes apply are payable to
          the  Landlord  under this  Lease or upon  demand at such other time or
          times as the Landlord may from time to time determine.

     (b)  If the Sales Taxes payable by the Landlord are reduced  because of any
          exemption or  deduction  to which the  Landlord is entitled,  then the
          Landlord may in its discretion allocate such exemption or deduction in
          such a way as to reduce  the  Sales  Taxes to the  extent  and in such
          proportion  as the Landlord  may  determine or in such a way as not to
          reduce Sales Taxes at all.

     (c)  If Sales Taxes are reduced by reason of any  exemption or deduction to
          which the Landlord is entitled by virtue of:

          (i)  the payments of any taxes,  fees, levies,  charges,  assessments,
               rates,  duties or excises upon the purchase price of any lands or
               of any interest  therein  whether before,  concurrently  with, or
               after the execution and delivery of this Lease, or

          (ii) the payment of any taxes,  fees,  levies,  charges,  assessments,
               rates, duties or excises with respect to Minimum Rent, Additional
               Rent and any other  amounts  payable by the  Landlord as a Tenant
               under any lease  whether  such  lease is now  existing  or arises
               after the date of execution and delivery of this Lease,

          then the Sales Taxes shall be deemed to be the amount which would have
          been imposed on the  Landlord with respect  to  the  Minimum Rent  and
          Additional  Rent  paid  by  the   Tenant  to the  Landlord  under this
          Lease had no such exemption or deduction been permitted.


4.02       BUSINESS TAX

         The Tenant covenants to pay or reimburse to the Landlord all taxes with
respect to any and every  business  carried on in the  Premises or in respect of
the  occupancy  of the  Premises,  and any  special  franchise  or other  tax in
relation  to such  business  as and when  such  taxes  become  due and  payable,
together  with  any  taxes  levied  on  Tenants  Improvements  made in or to the
Premises by or for the Tenant, and all taxes in the nature of business taxes and
any taxes levied on fixtures,  machinery or equipment of the Tenant  assessed by
any  governmental  authority  upon the  Premises  whether  levied  against,  the
Landlord or the Tenant.

                                      102
<PAGE>



4.03       OTHER TAXES

         (a)       The Tenant  covenants to pay or reimburse to the Landlord all
                   rates, duties, charges,  assessments and taxes including real
                   property and local  improvement  rates and taxes which may be
                   rated,  charged,  assessed  and  taxed  with  respect  to the
                   Premises during the Term.

         (b)       The Tenant  agrees to transmit to the  Landlord  (if the same
                   are  received  by the  Tenant)  and the  Landlord  agrees  to
                   transmit  to the  Tenant  (if the  same are  received  by the
                   Landlord)  copies of all assessment  notices  respecting such
                   taxes immediately after receipt.

         (c)       If the  Landlord  requires  the  Tenant to do so,  the Tenant
                   agrees to pay to the  Landlord on the first day of each month
                   the  amount  of  money   estimated  by  the  Landlord  to  be
                   sufficient  to permit the Landlord to pay the taxes when they
                   are due and any money in addition to the money  already  paid
                   towards  taxes so that the  Landlord  will be able to pay the
                   taxes in full.

         (d)       If the Tenant  fails to pay the taxes when they are due,  the
                   Landlord  will be at  liberty  to pay the  taxes and from the
                   date of such payment the amount paid by the Landlord  will be
                   payable by the Tenant as  Additional  Rent with Interest (but
                   the  Landlord  shall not be under any  obligation  to pay the
                   taxes for the Tenant).


                                    ARTICLE V
          DEVELOPMENT AND COMMON ELEMENTS - CONTROL, COSTS AND PAYMENT

5.01       CONTROL OF DEVELOPMENT BY LANDLORD

         (a)       The Landlord  shall operate and maintain the  Development  in
                   such manner as the Landlord  determines from time to time, as
                   would a  prudent  Landlord  of a similar  development  having
                   regard to size, age and location,  subject to normal wear and
                   tear and  damage,  other  than by  perils  against  which the
                   Landlord is in receipt of sufficient  insurance  proceeds (as
                   further set out in Article XI - Damage and Destruction).

         (b)       The  Development   and  the Common  Elements are at all times
                   subject to the exclusive  control and management of the
                   Landlord.

5.02       OPERATING COSTS

         The Tenant  covenants  to pay monthly,  in advance,  to the Landlord as
Additional Rent, in addition to Minimum Rent, the Tenant's  Proportionate  Share
of the Landlord's estimate of all Operating Costs,  subject to adjustment at the
end of each fiscal year once actual Operating Costs are known.

5.03       CERTIFICATE OF OPERATING COSTS

         (a)       The  Landlord  shall  furnish  to the  Tenant,  upon  written
                   demand, as soon as possible after the end of each fiscal year
                   of the Landlord,  a certificate  of the Landlord or his agent
                   specifying the Operating Costs for such fiscal year.

                                      103
<PAGE>



         (b)       Such certificate shall contain sufficient  information and be
                   in  reasonable  detail so as to  substantiate  the  amount of
                   Operating Costs, and shall be prepared in accordance with the
                   terms of this Lease.

         (c)       If the Landlord  and Tenant  disagree on the accuracy of such
                   certificate,  the Tenant shall  nevertheless make the payment
                   in  accordance  with the  certificate  but the  matter  shall
                   immediately   be  referred  to  and   resolved  by  a  single
                   arbitrator  agreed upon and  appointed  by the parties and in
                   the absence of such agreement and appointment  within 15 days
                   of either party  notifying  the other of its wish to have the
                   matter referred to arbitration,  the matter shall be referred
                   to and finally resolved by a single  arbitrator in accordance
                   with the provisions of the Commercial  Arbitration Act or any
                   Act amending or replacing  same, on the application of either
                   party.


                                   ARTICLE VI
                   UTILITIES, HEATING, VENTILATING AND AIR-CONDITIONING

6.01       ELECTRICITY

         The Landlord  will supply all of the  electricity  which is used in the
Premises for building standard  lighting and the operation of typewriters,  cash
registers,  and other small equipment used for retail or office purposes. If the
Tenant's electrical requirements appear to exceed the normal use (as compared to
other  tenants) of the  electricity,  the Landlord may, at its discretion and at
the cost of the  Tenant,  have the  Premises  separately  metered and charge the
Tenant separately for such additional consumption as Additional Rent.

6.02       HEAT

         The Landlord will supply adequate  heating to the Premises and interior
Common Areas at all times during the normal  heating  season as  established  by
custom and practice for similar buildings in the City. The Landlord may withhold
the supply of heat when necessary by reason of accidents or breakdowns or during
repairs or improvements which, in the opinion of the Landlord, are necessary.

6.03       AIR-CONDITIONING

         The Landlord will supply  air-conditioning to the Premises and interior
Common Areas during Business Days in the manner appropriate to the season of the
year. The Landlord may withhold the supply of air-conditioning when necessary by
reason of accidents or breakdowns or during repairs or  improvements  which,  in
the Landlord's opinion, are necessary. The Landlord shall not be responsible for
the  failure of  air-conditioning  equipment  to perform  its  function  if such
failure  shall result from any  arrangement  of  partitioning  in, or changes or
alterations  to the  Premises;  or  failure  on the part of the  Tenant to shade
windows which are exposed to the sun; or from any  excessive  generation of heat
by the Tenant's activities or equipment.

6.04       ELEVATORS

         The Landlord  will operate the elevators by electric or other power and
agrees,  except when  prevented by a failure of electricity or other power or by
reason of repairs or other causes beyond the control of the Landlord, to operate
at least one of the  elevators  each day at all times,  subject to any Rules

                                      104
<PAGE>



and Regulations  imposed by the  Landlord  on the  Tenant  from time to time for
the reasonable use of the Tenant, and   to  permit the Tenant,   its  employees,
invitees or licensees,   the  free  use of the  elevators  while  operating,  in
common with other persons lawfully using them.

6.05       LIMITATION

         The  Landlord  shall not, in any event,  be liable to the  Tenant,  its
employees,   invitees  or  licensees  for  any  direct,  indirect,   special  or
consequential  damage(s) or economic loss arising by reason of the  interruption
to any of them of the rights and services described in this Lease whether or not
such interruption was caused by the Landlord's negligence.


                                   ARTICLE VII
                             USE OF LEASED PREMISES

7.01       USE OF PREMISES

         The Tenant shall use and occupy the  Premises for the purposes  only as
set out in  paragraph  1.01(e) and shall  comply in respect of such use with the
requirements  of federal,  provincial and municipal laws and  regulations.  If a
government license or permit shall be required for the proper and lawful conduct
of the  Tenant's  business,  and if the failure to secure such license or permit
would affect the Landlord,  the Tenant,  prior to occupying the Premises,  shall
produce such license or permit for inspection by the Landlord.  The Tenant shall
at all times comply with the terms and conditions of any such license or permit.

7.02       PREMISES CONFORM TO LAW

         (a) The Tenant shall at its own expense  comply with all  provisions of
         law, including without  limitation,  Federal,  Provincial and Municipal
         legislative enactments, rules and regulations, and by-laws which relate
         to or affect the  Premises,  the operation and the use of the Premises,
         any business conducted by the Tenant on the Premises,  or the making of
         any  repairs,  changes,  substitutions  or  improvements  on or to  the
         Premises or to the abatement of nuisance or conditions  which have been
         created  by or at the  instance  of the  Tenant,  and  comply  with all
         police,  fire and sanitary  regulations,  directives or recommendations
         imposed or made by any Federal, Provincial, or Municipal authorities or
         by any fire or liability  insurance  underwriters or companies by which
         the Tenant or  Landlord  may be insured or any  recommendations  of the
         Insurers' Advisory  Organization (1989) Inc. or any body having similar
         functions.

         (b) If the Tenant  should  desire to contest  any such law,  directive,
         order or recommendation with which the Tenant is obligated to comply it
         may,  at its  expense,  (but only  with the  Landlord's  prior  written
         consent) contest same, and during such contested  non-compliance period
         by the Tenant shall not be deemed to be in breach of this section 7.02.
         The Tenant agrees to indemnify and hold the Landlord  harmless  against
         the cost and against all liability for any damages, interest, penalties
         and expenses  (including all legal expenses on a full indemnity  basis)
         resulting  from  or  incurred  in  connection   with  such  contest  or
         non-compliance,  except that non-compliance shall not continue so as to
         subject the Landlord to the risk of  prosecution  for any offense or to
         cause all or any part of the  Development to be condemned or vacated by
         order of public authority.

                                      105
<PAGE>



7.03       NO NUISANCE

                   The  Tenant  shall  not do or  suffer  any  waste or  damage,
disfiguration or injury to the Premises or its fixtures and equipment; and shall
not use or permit to be used any part of the Premises for any dangerous, noxious
or offensive trade,  business or occurrence,  and shall not cause or maintain or
permit the  occurrence or maintenance of any nuisance in, at or on the Premises,
or the creation or emission of any noxious fumes on or from the Premises.

7.04       FLOOR LOAD

         The  Tenant  shall  not  place or  permit  to be placed a load upon any
portion of any floor of the Premises which exceeds the floor load which the area
of such floor being loaded was designed to carry having regard to the loading of
adjacent  areas.  The Landlord  reserves  the right to prescribe  the weight and
position of all safes and heavy  installations  which the Tenant wishes to place
in the Premises so as to properly  distribute the weight,  and the Tenant agrees
to such reservation.

7.05       NAMES

         (a)      The Tenant agrees to operate its business only under the trade
                  name set out in section 1.01(f).

         (b)      The Tenant  may  use the name of the Building for the business
                  address of the Tenant, but for no other purpose.

7.06       CONTINUOUS OCCUPANCY

         The Tenant  shall carry on  business  at the  Premises on a regular and
continuous  basis  throughout  the  Term  hereof,  and not  leave  the  Premises
unoccupied for a period of 15 days or longer  without the prior written  consent
of the Landlord.

7.07       TIDINESS/JANITORIAL SERVICE

         The  Tenant  will leave the  Premises  in a  reasonably  tidy and clean
condition at the end of each  business day for the  performance  of the cleaning
service.  The Landlord  will provide for  janitorial  service to the Premises as
frequent as, and at a level, which it deems appropriate for the Development.


                                  ARTICLE VIII
                             INSURANCE AND INDEMNITY

8.01       TENANT'S INSURANCE

         (a) During  construction  of the Tenant's  Improvements  and Landlord's
         Improvements,  the Tenant shall maintain broad form builders "all risk"
         course of construction insurance to at least the full replacement value
         of all of the Tenant's Improvements and the Landlord's  Improvements on
         the Premises  during the  construction  period and shall provide to the
         Landlord evidence of such insurance prior to commencement of work.

         (b) The Tenant agrees to take out and keep in force during the Term:

                                      106
<PAGE>



              (i)   comprehensive  general  public  liability  insurance  on  an
                    occurrence basis with respect to the business carried on, in
                    or from the Premises and its use and occupancy by the Tenant
                    in the sum of not less than $2,000,000, inclusive,

              (ii)  commercial  broad  form  "all  risks"  (including  flood and
                    earthquake)  property  damage  insurance  in  respect of the
                    Tenant's    Improvements     (excluding    the    Landlord's
                    Improvements),  as  the  Landlord  may  from  time  to  time
                    require,  against  such  perils  and in such  amounts as are
                    normally  insured in the  circumstances  by prudent Tenants,
                    and  as  the  Landlord   may  require  or  approve,   acting
                    reasonably,

              (iii) business interruption  insurance against such perils and for
                    such amounts as are normally insured in the circumstances by
                    prudent Tenants, and as the Landlord may approve or require,
                    acting reasonably,

              (iv)  boiler and machinery insurance (if applicable), against such
                    perils and in such  amounts as are  normally  insured in the
                    circumstances by prudent tenants as the Landlord may approve
                    or require, acting reasonably.

         (c)  At the  request of the  Landlord,  the Tenant  shall file with the
              Landlord  such  copies of current  policies or  certificates  from
              insurance  agents  and  proof  of their  renewal  and  payment  of
              premiums as the Landlord  may require,  and if the Tenant fails to
              insure or to file satisfactory proof of insurance promptly when so
              required,  the Landlord may, without notice to the Tenant,  effect
              such  insurance  and recover any premiums  paid  therefor from the
              Tenant on demand.  However,  the Landlord shall not be responsible
              to do so and shall not be liable in any way for  anything  it does
              in effecting such insurance.

         (d)  The Tenant shall  promptly  pay all premiums due on the  insurance
              required  to be  effected  by it under this Lease and shall not do
              anything upon the Premises,  which would impair or invalidate  the
              obligation  of any  insurer,  whether  of the  Landlord  or of the
              Tenant.

         (e)  The  Tenant  will  not do or omit or  permit  to be done  upon the
              Premises anything which shall cause the rate of insurance upon the
              Building to be increased and that,  if the rate of insurance  upon
              the  Building  shall be increased by reason of the use made of the
              Premises or by reason of anything  done or  committed or permitted
              to be done or omitted by the Tenant or by anyone  permitted by the
              Tenant  to be  upon  the  Premises,  the  Tenant  will  pay to the
              Landlord,  on demand the amount of such increase.  The Tenant will
              comply in every respect with the rules and regulations, if any, of
              the Insurers' Advisory  Organization  (1989) Inc. or any successor
              or substitute body, and with the requirements  communicated to the
              Tenant of the  Landlord's  insurance  company or companies  having
              policies insuring the Building or its use.

         (f)  All  insurance  policies  effected by the Tenant under this clause
              shall:

              (i)   be   written   by  insurers  licensed  to  do  business  in
                    Canada   and   shall   be   in  a  form satisfactory  to the
                    Landlord,

              (ii)  in  the  case  of the builders  "all risk"  insurance,  name
                    the  Landlord  as an  additional  insured  with loss payable
                    to the Landlord.

                                      107
<PAGE>



              (iii) in  the  case of the "all  risks" property damage  insurance
                    provide  that loss  shall be payable to the Landlord,

              (iv)  in   the   case  of   the  liability  insurance  include the
                    Landlord   as   an   additional  named  insured with a cross
                    liability clause,

              (v)   expressly   provide   that  the insurer  waives any right of
                    subrogation against the Landlord,

              (vi)  provide that such insurance cannot be canceled or materially
                    changed without at least 30 days prior written notice to the
                    Landlord  and that loss  shall be  payable  to the  Landlord
                    notwithstanding  any  act,  omission  or  negligence  of the
                    Tenant which might otherwise result in the forfeiture of the
                    insurance,

               (vii)expressly provide that the insurer  acknowledges  receipt of
                    a copy of this Lease or of the insurance  provisions of this
                    Lease.

         (g)       The  Landlord  agrees to make  available  any of the Tenant's
                   insurance  proceeds paid to the Landlord toward the repair or
                   replacement of the insured  property  unless the Landlord has
                   paid  for  such  repair  or   replacement  or  the  Lease  is
                   terminated  pursuant to any  provision  in this Lease  except
                   Article XI (Damage and Destruction).

8.02       LANDLORD'S INSURANCE

         The Landlord  agrees to maintain  insurance on the  Development for the
types and in the amounts of coverage  which,  in its sole  discretion,  it deems
appropriate and subject to the availability of the following types of coverage:

         (a)       commercial  broad  form "all  risks",  including  boiler  and
                   machinery,  by-law coverage, flood and earthquake,  "extended
                   coverage"  perils and such other  risks as are  included in a
                   standard additional perils supplementary  insurance policy in
                   an  amount  equal  to  the  full  replacement  value  of  the
                   Building,   the  equipment,   the   Landlord's   Improvements
                   contained  in  the  Building  (but   excluding  the  Tenant's
                   Improvements  and other property  belonging to the Tenant and
                   located on the  Premises  with respect to which the Tenant is
                   required to insure under Article 8.01(b)(ii) hereof),

         (b)       public  liability insurance  in respect of Common  Areas with
                   limits of not less than  $2,000,000.00  for any one
                   occurrence,

         (c)       rental  abatement  insurance  as  provided  for in Article XI
                   (Damage and Destruction) in respect of income to the Landlord
                   from the operation of the Building.

8.03       INDEMNIFY LANDLORD

         (a)       Notwithstanding  any  other  provisions  of this  Lease,  and
                   except to the extent of any damage to  property  or injury to
                   persons caused by the negligence of the Landlord,  the Tenant
                   shall  indemnify  and save  harmless  the  Landlord  from and
                   against any and all liabilities,  damages,  costs,  expenses,
                   claims, suits or actions arising out of:

                                      108
<PAGE>



                   (i)       any breach,  violation  or  non-performance  of any
                             covenant,  condition or agreement in this Lease set
                             forth and agreed to by the Tenant to be fulfilled,
                             kept, observed and performed,

                   (ii)      any  damage  to property occasioned by the Tenant's
                             use and occupation of the Premises,

                  (iii)      any injury to person or  persons,  including  death
                             resulting  at any time,  occurring  in or about the
                             Premises and/or the sidewalks or hallways  adjacent
                             or abutting to same,

                   and such  liability  to  indemnify  and save  harmless  shall
                   survive  any  termination  of  this  Lease,  anything  to the
                   contrary notwithstanding.

         (b)       Should the Landlord without fault on its part be made a party
                   to any  litigation  commenced by or against the Tenant,  then
                   the Tenant  shall  protect,  indemnify  and hold the Landlord
                   harmless  and hereby  consents to the  Landlord at its option
                   applying all or any portion of the Tenant's  Security Deposit
                   to compensate  the Landlord for any and all costs,  expenses,
                   legal  fees  and  disbursements  on a  full  indemnity  basis
                   incurred  or paid by the  Landlord  in  connection  with such
                   litigation  and to recover  any  deficiency  remaining  after
                   application of all or any portion of the Security  Deposit as
                   Additional Rent upon demand.

         (c)       The Tenant agrees to indemnify and save the Landlord harmless
                   from  and  against  all  costs,  expenses,   legal  fees  and
                   disbursements on a full indemnity basis, that may be incurred
                   or paid by the  Landlord in  enforcing  this Lease,  unless a
                   court shall decide otherwise.

8.04       RELEASE OF LANDLORD

         (a)       The Landlord  shall not be  responsible  for injury to or the
                   death of any person in or about the Premises or any damage to
                   the Landlord's Improvements, and the Tenant's Improvements or
                   to any furniture,  equipment, stock and trade fixtures or any
                   other  property  located  within  the  Development  with  the
                   express or implied consent of the Tenant or in respect of the
                   Tenant's business.  The Landlord shall not be responsible for
                   insuring any Tenant's  Improvements  or other property of the
                   Tenant  in any  part of the  Premises.  The  Tenant  shall be
                   solely  responsible for the loss of, or damage to property of
                   others kept or located in the Premises during the Term.

         (b)       The  Landlord  shall  not  be  liable  to  the  Tenant,   its
                   employees,   invitees   or   licensees   for   any   special,
                   consequential  damage(s)  or economic  loss  arising from any
                   breach of its obligations under this Lease.

8.05       RELEASE OF TENANT

         The  Tenant  is not  responsible  for  loss  or  damage  in  excess  of
$2,000,000.00 or such greater amount for which it may carry liability  insurance
caused by perils  against  which the  Landlord is insured  even if caused by the
negligence of the Tenant.  However,  this release does not apply with respect to
the wilful or grossly negligent acts of the Tenant.

                                      109
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8.06       RELEASE FROM THIRD PARTY INTERFERENCE

         That no space  attached to or connected  with the Premises lying in, on
or under any public highway or other public or quasi-public property is included
in this Lease;  and the Landlord shall not be responsible for any loss or damage
caused by any interference  with or taking away of the whole or any part of such
space;  and the  Tenant  shall not be  relieved  from any of the  covenants  and
conditions  of this Lease nor be entitled to any  abatement  of Minimum  Rent or
Additional Rent in respect of any such interference or taking.

8.07       DAMAGE BY TENANT'S EQUIPMENT

         The  Tenant  shall be  responsible  for any loss or  damage  whatsoever
caused in the  Development  by the leakage or escape of any water,  gas or other
substance  from any pipes,  machinery or  equipment  installed by the Tenant and
used for the  purposes of servicing  the Premises or any  machinery or equipment
installed  or put  there by the  Tenant.  The  responsibility  of the  Tenant is
subject  to the  exception  of  loss  or  damage  due to the  negligent  acts or
omissions  or  willful  or wanton  misconduct  of the  Landlord  or its  agents,
employees,  independent  contractors  or other  persons for whom the Landlord is
responsible at law.

8.08       DAMAGE BY TENANT

         If  the  Development,   including  the  Premises,  elevators,  boilers,
engines, pipes and other apparatus (or any Common Elements) used for the purpose
of heating or air-conditioning  the Development or operating the elevators,  or,
if the  water  pipes,  drainage  pipes,  electric  lighting,  windows  or  other
equipment of the  Development  get out of repair or become  damaged or destroyed
through the conduct of negligence,  carelessness  or, misuse by the Tenant,  its
employees,  licensees or invitees in any way stopping up or injuring the heating
apparatus, elevators, water pipes, drainage pipes or other equipment or any part
of the  Development,  the  expense of the  necessary  repairs,  replacements  or
alterations  shall be borne by the Tenant who shall pay the same to the Landlord
immediately on demand.


                                   ARTICLE IX
                      MAINTENANCE, REPAIRS AND ALTERATIONS

9.01       TENANT TO REPAIR PREMISES

         (a)       The  Tenant  shall  maintain,  repair  and keep the  Premises
                   (including  all  the  Landlord's  Improvements  and  Tenant's
                   Improvements)  in first class condition and repair (except to
                   the  extent  that the  Landlord  is  obligated  to repair the
                   Landlord's   Improvements  under  Article  XI  -  Damage  and
                   Destruction).

         (b)       The  Landlord  and its agents  and  contractors  may,  at all
                   reasonable  times  during  the Term,  enter the  Premises  to
                   inspect its condition,  and if any maintenance or repairs are
                   required  to be  made  to  the  Premises  and  providing  the
                   Landlord  delivers  to the Tenant,  a notice  setting out the
                   necessary  maintenance  or  repairs  then  the  Tenant  shall
                   perform  the  maintenance  or repairs  required in a good and
                   workmanlike  manner  within the time  period set forth in the
                   notice,  and if  there  is no time  period  set  forth in the
                   notice, then the maintenance and repairs shall be done within
                   a reasonable time.

         (c)       Failing  maintenance  or repair within such time period,  the
                   Landlord  and  its  agents  and  contractors  may  enter  the
                   Premises and perform the necessary maintenance or repairs and
                   to render  the  account  for such work to the  Tenant,  which
                   account  shall be paid by the

                                      110
<PAGE>



                   Tenant  within  three  Business Days of receipt. Failing such
                   payment    within   three  Business Days,  Interest  shall be
                   chargeable     to    the  Tenant   and  such account shall be
                   recoverable  with  Interest as Additional Rent or may be set
                   off against the Tenant's Security Deposit.

9.02       LANDLORD TO REPAIR STRUCTURE

         Subject to Article XI "Damage and Destruction",  and only to the extent
that insurance proceeds are available to and have been received by the Landlord,
the Landlord will make structural repairs to the Development.  In the event that
any  repairs  shall  be  required  to be made by the  Landlord  to the  Lands or
Development,  by reason of the  negligence,  willful  act,  or  default,  of the
Tenant, its employees,  invitees or licensees, the Tenant shall pay the Landlord
the entire cost of such repairs.

9.03       NOTIFY LANDLORD OF ACCIDENTS OR DEFECTS

         The  Tenant  will  immediately  notify  the  Landlord  or its  agent or
representative of any accidents or defects (of which the Tenant is aware) in the
Development including,  without limitation,  the Premises, water pipes, plumbing
and heating apparatus, ventilation and air conditioning equipment and electrical
wiring and fixtures  and, as well,  of any matter or  condition  which may cause
injury or damage to the  Development  or any  person  or  property,  but  unless
otherwise  expressly  provided for in this Lease there shall be no obligation on
the part of the Landlord to repair or make good any such matters.


9.04       ALTERATIONS BY TENANT

         (a)       The  Tenant  will  not  install  or  construct  any  Tenant's
                   Improvements,  partitions,  fixtures, floor coverings,  light
                   fixtures,  heavy  equipment,  safes  or  machinery  upon  the
                   Premises,  nor  undertake  or  permit  any  removal,  change,
                   alteration  or  addition,  nor affix or attach any article to
                   the  Premises  without  the  prior  written  consent  of  the
                   Landlord, which consent shall not be unreasonably withheld.

         (b)       The  Tenant  may,  with  the  prior  written  consent  of the
                   Landlord,  from time to time  improve  or alter the  Tenant's
                   Improvements or trade fixtures in the Premises to better suit
                   the Tenant's business needs; PROVIDED THAT:

                   (i)       the Landlord shall have the right to post,  (and if
                             the  Landlord  fails to so post,  the Tenant  shall
                             post and  maintain  on the  Landlord's  behalf)  in
                             conspicuous  places  in the  Premises,  notices  in
                             writing  (pursuant to the Builder's Lien Act or any
                             other  similar law) that the  Landlord  will not be
                             responsible   for  any  Tenant's   Improvements  or
                             fixtures or other work done by the Tenant or on its
                             behalf,

                   (ii)      the   Tenant   shall  supply  to the  Landlord  for
                             its prior  approval  plans and  specifications  for
                             such Tenant's Improvements or alterations,

                  (iii)      the Tenant shall cause all work done in  connection
                             with  any   Tenant's   Improvements,   fixtures  or
                             alteration  to be done  promptly  and in a good and
                             workmanlike manner and in accordance with the plans
                             and   specifications   therefor   which  have  been
                             approved beforehand by the Landlord,

                   (iv)      any or all  work  to be  done  and  material  to be
                             supplied   in   connection   with   such   Tenant's
                             Improvements,   fixtures  or   alterations   shall,
                             subject  to  subparagraph

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                             9.04(b)(vi),    be    done   or  supplied  only  by
                             contractors or subcontractors  and  workmen engaged
                             by  the  Tenant but first approved by the Landlord,
                             and the Landlord shall have the right to grant such
                             approval  conditionally or to withdraw the same at
                             any time with cause,

                    (v)      in any  event,  any  work  performed  by or for the
                             Tenant  shall be  performed  by  competent  workmen
                             whose labour union  affiliations are not compatible
                             with those of any  workmen  who may be  employed on
                             the Development by the Landlord,  its  contractors,
                             or subcontractors,

                   (vi)      any work which affects the Common  Elements will be
                             done,  if the Landlord so decides,  by the Landlord
                             or its contractor at the Tenant's expense, and

                  (vii)      the Tenant will pay all of the Landlord's  costs in
                             retaining the necessary professional and consulting
                             services  to  make  the   approvals  or  rejections
                             contemplated  in this  section and all of the costs
                             of any work done by the  Landlord  or on its behalf
                             plus  an  administrative  fee  equal  to 15% of the
                             foregoing costs.


9.05       ALTERATIONS BY LANDLORD PERMITTED

         (a)       The Tenant acknowledges that it is the long term intention of
                   the Landlord to expand and/or  improve the  Development  from
                   time to time as economic  and market  conditions  permit.  In
                   furtherance  of this  intention,  it is understood and agreed
                   that  despite  anything to the  contrary  in this Lease,  the
                   Landlord  shall  have the right at all times and from time to
                   time, throughout the Term to:

                   (i)       change  the  area,  size,  level,  location  and/or
                             arrangement of all or any  part of the Development,

                   (ii)      construct    other    buildings,    structures   or
                             improvements in the  Development,  make alterations
                             or  rearrangements  of or  additions  to,  demolish
                             parts  of  or  build  additional   stories  on  any
                             building  in  the   Development   (and,   for  such
                             purposes,   to  construct  and  erect  columns  and
                             support facilities in any building),  and construct
                             additional  buildings  or  facilities  adjoining or
                             proximate to the Development,

                  (iii)      construct multiple deck,  elevated  or  underground
                             parking   facilities,  and expand,  reduce or alter
                             the same in any manner,

                   (iv)      make changes and  additions to the pipes,  conduits
                             and ducts or other  structural  and  non-structural
                             installations  in the  Premises or  Development  to
                             serve the Common Areas,  Common  Elements and other
                             premises  in  the   Development  or  to  facilitate
                             expansion   or   alteration   of  the   Development
                             (including,  without  limitation,  the construction
                             and erection of columns and support facilities) but
                             shall  make  best   efforts  not  to   unreasonably
                             interfere  with the Tenant's  use and  enjoyment of
                             the   Premises   beyond  the   extent   necessarily
                             incidental   to   such   changes,   additions   and
                             installations,  and shall  make good any  damage to
                             the Premises arising in the ordinary course of such
                             changes and additions,

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                    (v)      make  excavations  for  building or other  purposes
                             upon land adjacent to or under the  Development and
                             enter if necessary  the Premises for the purpose of
                             doing such work as shall be reasonably necessary to
                             protect  or  preserve  the  wall  or  walls  of the
                             Building or the Building  from injury or damage and
                             to support  them by proper  foundations  pinning or
                             underpinning   but  to  no  greater   extent   than
                             reasonably necessary for such work,

                   (vi)      add additional lands to the Development,

                  (vii)      temporarily  obstruct or close off the Common Areas
                             or  Common  Elements  or any  parts of them for the
                             purpose    of   making    repairs,    replacements,
                             alterations  or  rearrangements  of or additions to
                             the Development, and

                 (viii)      have  access for itself  and all  workmen,  agents,
                             contractors,   invitees   and   licensees   at  all
                             reasonable  times for the purpose of  carrying  out
                             the foregoing activities.

          (b)      The Landlord agrees to use reasonable efforts to complete all
                   construction,   alterations,   maintenance   and  repairs  as
                   expeditiously as possible under the circumstances.

          (c)      Notwithstanding  anything else  contained in this Lease,  the
                   Tenant  agrees  that if as a result  of the  exercise  by the
                   Landlord of its rights,  the Common Areas or Common  Elements
                   are  altered  or  diminished  in any  manner  whatsoever  the
                   Landlord  shall not be subject to any liability nor shall the
                   Tenant  be  entitled  to any  compensation  or  abatement  of
                   Minimum Rent or Additional  Rent,  nor will any alteration or
                   diminution  of the Common Areas or Common  Elements be deemed
                   to be  constructive  or actual  eviction,  or a breach of the
                   covenant for quiet enjoyment. The Tenant will, at the request
                   and reasonable  cost of the Landlord,  execute such documents
                   as are  reasonably  required  by the  Landlord to release the
                   Tenant's  interest in those parts of the Common Areas and the
                   Common Elements designated by the Landlord.

         (d)       The Tenant shall be responsible for relocating and protecting
                   its   property   during  the  course  of  any   construction,
                   relocation,  alteration,  reorganization  or  change  to  the
                   Development  or  during  the  period of the  exercise  of the
                   Landlord's rights under this section 9.05.

         (e)       If any of the foregoing  activities  permanently reduce, upon
                   completion,  the  Rentable  Area  of the  Premises  then  the
                   Minimum  Rent shall abate  afterwards  in  proportion  to the
                   total Rentable Area taken.


9.06       REMOVAL AND RESTORATION BY TENANT

         (a)       All Landlord's  Improvements and Tenant's Improvements or any
                   other  alterations  to the Premises made by the Tenant (or by
                   the  Landlord  or others on  behalf  of the  Tenant)  are the
                   property of the  Landlord and will remain the property to the
                   Landlord, without compensation to the Tenant. The Tenant will
                   not  remove  any such  Landlord's  Improvements  or  Tenant's
                   Improvements  or  alterations  or its trade fixtures from the
                   Premises at any time except in compliance with the following:

                   (i)       the  Tenant  may,  during  the  Term in the  normal
                             course of its business but only after obtaining the
                             prior written  consent of the Landlord,  remove its
                             trade   fixtures  if  they

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                             exceed  the   Tenant's purposes.  If the  Tenant is
                             substituting  new and similar trade fixtures no
                             consent will be required,

                    (ii)     the  Tenant  will,  at the  expiry  of or on  early
                             termination  of  this  Lease,  remove  at  its  own
                             expense the Tenant's  Improvements and those of the
                             Landlord's Improvements that the Landlord requires.
                             The Tenant  will,  at its own  expense,  repair any
                             damage caused to the Premises or the Development by
                             such  removal.  If the  Tenant  does not remove its
                             Tenant's Improvements, within 15 days of the expiry
                             of, or  earlier  termination  of this  Lease,  they
                             will, at the Landlord's option, become the property
                             of the Landlord and the Tenant will be deemed to be
                             overholding  pursuant to Article  15.03  hereof and
                             will  pay  rent in  accordance  with  the  terms of
                             Article 15.03 until the said Tenant's  Improvements
                             are  removed.  The Tenant  further  agrees that the
                             Landlord  may at any time  during  such a period of
                             deemed  overholding  enter the  Premises and remove
                             the  Tenant's  Improvements  at the  Tenant's  sole
                             expense and without recourse against the Landlord.

         (b)       The Tenant's Improvements do not include:

                    (i)      plumbing,  electrical,   heating,  ventilating  and
                             air-conditioning   systems  and  fixtures,   in  or
                             serving the Premises,

                    (ii)     floor  and  ceiling  covering,  partitions,  doors,
                             cabinets and paneling that are affixed,

                    (iii)    light fixtures,

                    (iv)     the store front or doors, or

                    (v)      internal stairways, escalators, or elevators.


9.07       NO LIENS

         The Tenant agrees that it will not permit or cause  anything to be done
on the Premises or with respect to the Premises,  which may result in any liens,
lis pendens,  or judgments being imposed on, or registered  against,  either the
Premises  or the  Development.  If any such lien or  encumbrance  is  registered
against the  Development  then the Tenant shall  immediately  at its own expense
cause the same to be  removed  by  payment  or the  posting  of  security  in an
appropriate court or any other like proceeding.

9.08       SIGNS

          (a)       The  Tenant  shall not cause or  permit  any sign,  picture,
                    advertisement,   notice,  lettering,   flag,  decoration  or
                    direction  to  be  painted,  displayed,  inscribed,  placed,
                    affixed or  maintained  in or on any windows or doors of the
                    Development  nor  anywhere  else  on or  in  the  Lands  and
                    Development, without the prior and continuous consent of the
                    Landlord,  which consent will not be  unreasonably  withheld
                    provided  that  all  such  signage  is  consistent  with any
                    applicable   municipal  regulation  and  in  the  Landlord's
                    unfettered   discretion,   considered  consistent  with  the
                    Development's  character and  standards.  On  termination of
                    this Lease any such  signage  shall be removed by the Tenant
                    at the  Tenant's  sole  expense  and after such  removal the
                    Development  shall be restored and repaired by the Tenant to
                    its  original  condition  before  installation  of any  such
                    permitted signage.

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          (b)       The   Tenant   shall  be   responsible   for  all  cost  for
                    installation  of  signage on doors and  directory  strips on
                    main lobby and floor lobby.

9.09       BLINDS

         The Tenant will not, without the prior written consent of the Landlord,
which consent will not be  unreasonably  withheld,  install any blinds,  drapes,
curtains,  or other window coverings in the Premises and will not remove, add to
or change the blinds,  curtains,  drapes or other window covering,  installed by
the  Landlord  from time to time,  and agrees to keep window  coverings  open or
closed at various  times as the  Landlord may from time to time direct or as may
be provided from time to time by the Rules and Regulations.

9.10       REPAIR OF APPARATUS

         In case equipment,  machinery or any ventilating apparatus, or any part
of it,  used in  connection  with the Common  Areas or Common  Elements  becomes
inoperable,  malfunctioning,  obsolete, damaged or destroyed, the Landlord shall
have a  reasonable  time  within  which to repair the damage to, or replace  the
equipment, machinery or other apparatus.


                                    ARTICLE X
                         TENANT'S AND LANDLORD'S ACCESS

10.01      TENANTS ACCESSED TO COMMON AREAS

         The Tenant and its employees, invitees and licensees shall have the use
during any Business  Day in common with others,  those parts of the Common Areas
leading to the  Premises.  At times other than any business  Day, the Tenant and
its employees,  invitees and licensees  shall have access to the Development and
to the Premises and use of the elevators  only in accordance  with the Rules and
Regulations.

10.02      ACCESS BY LANDLORD

The Landlord  may, at any time and without  liability  to the Tenant,  enter the
Premises to examine the same or for any purpose which it may deem  advisable for
the operation and/or maintenance of the Development.  During the last six months
of the Term, the Tenant shall allow such person or persons as may be desirous of
leasing the  Premises to visit the same on Business  Days,  provided  reasonable
notice is given to the Tenant.


                                   ARTICLE XI
                             DAMAGE AND DESTRUCTION

11.01      DESTRUCTION OR DAMAGE

         If during the Term,  the  Building  shall be damaged by any cause,  the
following provisions shall have effect:

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         (a)       If the Premises  are, in the  Architect's  opinion,  rendered
                   partially unfit for occupancy by the Tenant and remain so for
                   at  least  10  days,  then  the  Minimum  Rent  (but  not the
                   Additional  Rent)  shall abate from the date of the damage in
                   proportion  to the part of the  Premises  so  rendered  unfit
                   until the Premises have been repaired or restored.

         (b)       If the Premises  are, in the  Architect's  opinion,  rendered
                   wholly unfit for occupancy by the Tenant and remain so for at
                   least 10 days,  then the Minimum Rent (but not the Additional
                   Rent)  shall  abate  from the date of the  damage  until  the
                   Premises have been repaired or restored.

Notwithstanding the provisions of subsections  11.01(a) and (b), if the Premises
or Building shall be, in the Architect's opinion, incapable of being repaired or
restored  with  reasonable  diligence  within 180 days of the  happening  of the
damage and  utilizing  only the proceeds of insurance  available to the Landlord
therefor,  then either the Landlord or the Tenant may, at its option,  terminate
this Lease by notice in writing to the other given within 60 days of the date of
the damage, and:

         (c)       if such  notice is given,  this Lease  shall cease and become
                   null and void  from the date of the  damage,  and the  Tenant
                   shall  immediately  surrender  the  Premises  and  all of its
                   interest in them to the  Landlord,  and the Minimum  Rent and
                   Additional  Rent shall be apportioned and shall be payable by
                   the  Tenant  only to the date of such  damage or the date the
                   Tenant ceases to occupy the Premises,  whichever last occurs,
                   and the Landlord may re-enter  and  repossess  the  Premises,
                   provided that

         (d)       if within the said  period of 60 days  neither the Tenant nor
                   the Landlord shall give notice  terminating this Lease, or if
                   within the said period the  Landlord  and Tenant  shall agree
                   not to give such notice, then upon the expiration of the said
                   period of 60 days or upon the  Landlord  and Tenant  agreeing
                   (whichever shall be the sooner),  the Landlord shall begin to
                   repair  and  restore   the   Premises   and  the   Landlord's
                   Improvements and the Tenant shall as soon as it is reasonably
                   possible after  commencement of such repairs by the Landlord,
                   repair  and  restore  its  Tenant's  Improvements,  to  their
                   original first class condition.

11.02      DESTRUCTION OR DAMAGE

The Landlord shall have the Architect  determine within 35 days from the date of
damage whether or not the Premises are capable,  with reasonable  diligence,  of
being repaired or restored within the 180 day period.

11.03      DESTRUCTION OR DAMAGE

If the  Premises  are,  in the  Architect's  opinion,  capable  with  reasonable
diligence of being repaired or restored within 180 days of the happening of such
damage with proceeds of insurance  available to the Landlord,  then the Landlord
shall restore or repair the Premises (including the Landlord's Improvements) and
the  Tenant  shall  immediately  afterwards  repair  and  restore  the  Tenant's
Improvements  and its  furniture,  equipment,  stock and trade fixtures to their
original first class condition.

11.04      DESTRUCTION OR DAMAGE

The Tenant agrees that the obligation of the Landlord to rebuild and restore the
Premises  shall not extend  to, or be deemed  to,  include  the  rebuilding  and
restoration of any of the Tenant's Improvements.  The

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Tenant  further  agrees  that it  shall carry out all of its  obligations  under
this Article XI in  compliance with and subject to sections 9.04 and 9.06.


                                   ARTICLE XII
                            ASSIGNMENT AND SUBLETTING


12.01      MORTGAGE OF LEASE

         The Tenant shall be entitled  upon  receiving  the  Landlord's  written
consent, which consent will not be unreasonably withheld, to mortgage, pledge or
hypothecate  this  Lease  as  security  for any  loan  by the  Tenant  which  is
specifically  taken out and used for the Tenant's  Improvements  to the Premises
during this Lease  provided  that the amount  secured by such  mortgage does not
exceed  75% of the  then  current  value  of the  Tenant's  Improvements  on the
Premises  supplied  by the  Tenant  and the lender is a  chartered  bank,  trust
company, life insurance company or other financial institution  authorized to do
such  business  in Canada and that  within 10 days after the  execution  of such
mortgage,  pledge or hypothecation  agreement,  a true and complete copy thereof
shall be served on the Landlord.

12.02      ASSIGNING OR SUBLETTING

         Notwithstanding  any rule of law or equity to the contrary,  the Tenant
shall not assign, sublet, transfer or enter into or grant a license, concession,
or right of  occupancy  with  respect to this  Lease,  the  Premises or any part
thereof (a  "Disposition")  without consent of the Landlord which consent may be
withheld without reason in the following circumstances:

          (a)       if  the  Tenant   requests  the  Landlord's   consent  to  a
                    Disposition,  the Tenant  shall  submit to the  Landlord the
                    name of the  proposed  person  or other  entity  to whom the
                    Tenant wishes to make a  Disposition  (the  "Assignee")  and
                    information  as to the  nature of the  Assignee's  business,
                    reputation,  and financial responsibility as the Landlord in
                    its sole  discretion  may require.  The Landlord may further
                    require as a condition before  considering a request to make
                    a Disposition  a proposed  Assignee to agree in writing with
                    the  Landlord to fulfill all the  obligations  of the Tenant
                    under  this  Lease  and that  all  directors,  officers  and
                    shareholders of the Assignee  guarantee those obligations of
                    the Assignee,  on the terms  prepared by the  solicitors for
                    the  Landlord.  Upon receipt by the Landlord of the Tenant's
                    request to make a  Disposition  together  with all  required
                    information  and documents  from the Tenant and the proposed
                    Assignee,  the Landlord has the right exercisable in writing
                    (the "Notice") within 14 days thereafter to:

                   (i)       if the  request  is to make a  Disposition  of this
                             Lease or the whole of the  Premises,  to cancel and
                             terminate this Lease, or

                   (ii)      if the request is to make a  Disposition  of a part
                             of this Lease or part of the  Premises to cancel or
                             terminate  this Lease with  respect to such part of
                             the Premises,

                   and  if  the  Landlord  shall  exercise  any  such  right  to
                   terminate  then in each case, the  termination  date shall be
                   such date as is  stipulated  in the Notice,  shall and in any
                   event  be not less  than 60 days  and not  more  than 90 days
                   following  the giving of Notice by the  Landlord.  All of the
                   foregoing  rights of the Landlord shall be an alternative to,
                   but  not in

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                   substitution   for  any   other  rights  which   the Landlord
                   may have either to consent or withhold  its  consent  to  any
                   such disposition,

         (b)       if the Landlord  exercises its right to terminate  this Lease
                   in whole or in part under Article 12.02(a) hereof, the Tenant
                   shall surrender possession of the Premises or that part which
                   is the subject of the right to terminate, on the date set out
                   in the Notice in accordance with the provisions of this Lease
                   relating to surrender of the  Premises at the  expiration  of
                   the Term.  If this  Lease is  terminated  as to a part of the
                   Premises  only,  the rent  payable by the  Tenant  under this
                   Lease shall abate in  proportion  to the Rentable Area of the
                   Premises so surrendered,

         (c)       if the Landlord does not exercise the right to terminate this
                   Lease after receipt of the Tenant's written request to make a
                   Disposition,  the  Landlord's  consent  to the  request  may,
                   notwithstanding any rule of law or equity to the contrary, be
                   withheld without reason,  and without limiting the generality
                   of the  foregoing may be withheld if in the  Landlord's  sole
                   and unfettered opinion and discretion the proposed Assignee:

                   (i)       does not  have a  history  of  successful  business
                             operation  in the business  to be  conducted in the
                             Premises, or

                   (ii)      does     not    have   a  good credit rating and a
                             substantial net worth, or

                  (iii)      is not able to finance the  Assignee's  acquisition
                             of its interest in the Premises and its  operations
                             in  the  Premises   without  a  material   risk  of
                             defaulting  under this  Lease and in a manner  that
                             will  enable  the  Assignee  to carry  on  business
                             successfully in the Premises throughout the balance
                             of the Term, or

                   (iv)      has a history of defaults under  commercial  leases
                             entered  into by the  Assignee or by  companies  or
                             partnerships  that the Assignee  was an  affiliate,
                             principal  or  shareholder  of, or a partner in, at
                             the time of the defaults, or

                    (v)      or any direct or  indirect  subsidiary,  affiliate,
                             parent,  principal,  shareholder  or partner of the
                             Assignee  is a  competitor  of the  Landlord or any
                             direct or indirect subsidiary,  affiliate,  parent,
                             principal, shareholder or partner of the Landlord,

                   (vi)      pursuant to the terms of the  Disposition  proposes
                             to pay to the Tenant a rental rate greater than the
                             amount payable under this Lease, or

                  (vii)      and/or the Tenant does not provide to the  Landlord
                             sufficient  information  about the  Assignee or the
                             terms of the  proposed  Disposition  to enable  the
                             Landlord  to make a  determination  concerning  the
                             Assignee's suitability or without limitation any of
                             the matters set out above.

12.03      ASSIGNING OR SUBLETTING

The  Landlord  shall not be liable for any claims or actions by, or any damages,
liabilities, losses or expenses of the Tenant, or an Assignee arising out of the
Landlord  withholding  its consent to any  disposition and the Tenant waives all
rights it may have and acknowledges  that its only recourse shall be to bring an
application for a declaration  that the Landlord shall grant its consent to such
a Disposition.

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12.04      ASSIGNING OR SUBLETTING

The Tenant shall pay the Landlord  any and all costs  incurred by the  Landlord,
including  all  legal  fees  and  disbursements  on a full  indemnity  basis  in
conjunction  with  the  Tenant's  request  for  consent  of  the  Landlord  to a
Disposition  under this  Article  XII or the  execution  of any  certificate  or
agreement under this Article XII.

12.05      ASSIGNING OR SUBLETTING

Any  Disposition  approved by the Landlord shall be in writing and a copy of the
executed agreement  evidencing the disposition shall be provided to the Landlord
within seven days of its effective date.

12.06      ASSIGNING OR SUBLETTING

No  Disposition  of this Lease or of whole or any part of the Premises  shall in
any manner relieve the Tenant from its responsibilities  under all of the terms,
covenants and  conditions of this Lease.  Any violation of any provision of this
Lease whether by act or omission by any Assignee  shall be deemed a violation of
such provision by the Tenant.

12.07      ASSIGNING OR SUBLETTING

If at any time during the Term any or all of the voting  shares of the Tenant or
of a parent corporation of which the Tenant is a direct or indirect  subsidiary,
are to be transferred by sale, assignment,  bequest,  inheritance,  operation of
law  amalgamating,  restructuring,  reorganization or other disposition so as to
result in a change in the present  voting  control or  effective  control of the
Tenant,  or of such  parent  corporation  by the  person  or  persons  owning or
controlling  a  majority  of  such  shares  of  the  Tenant  or of  such  parent
corporation on the date of the  commencement  of this Lease,  then such a change
shall be deemed to constitute a  Disposition  under section 12.02 and the Tenant
shall  promptly  notify the  Landlord  in writing not less than 45 days prior to
such a change  taking  effect.  If the  Tenant  fails to give such  notice,  the
Landlord may terminate  this Lease at any time after such a change taking effect
by giving 30 days written notice of such  termination.  This provision shall not
apply,  however,  to tenants  which are  public  companies  having  more than 50
shareholders at the date of this Lease.

12.08      ASSIGNING OR SUBLETTING

If the Tenant is a partnership and if at any time during the Term any person who
at the  time of the  execution  of this  Lease  was a  partner,  ceases  to be a
partner,  such cessation of partnership  shall  constitute a Disposition of this
Lease for all purposes.

12.09      SALE BY LANDLORD

In the event of the sale by the  Landlord of all or any part of the Lands or the
Development,  or the assignment by the Landlord of this Lease or any interest of
the  Landlord,  and to the extent that any  purchaser  or  Assignee  assumes the
covenants and obligations of the Landlord,  the Landlord shall,  without further
agreement, be freed and relieved of all liability with respect to such covenants
and obligations.

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                                  ARTICLE XIII
         STATUS OF LEASE CERTIFICATE, REGISTRATION AND PRIORITY OF LEASE

13.01      TENANT'S CERTIFICATE

         The Tenant agrees at any time and from time to time, upon not less than
10 days,  prior  notice,  to execute and deliver to the  Landlord a statement in
writing certifying that:

         (a)       this Lease is unmodified and in full force and effect (or, if
                   modified stating the  modifications and that  the same  is in
                   full force and effect as modified),

         (b)       the  amount of the  Minimum  Rent plus  Additional  Rent then
                   being paid and the dates to which the same,  by  installments
                   or otherwise, and other charges, have been paid,

         (c)       whether or not there is any  existing  default on the part of
                   the Landlord of which the Tenant has notice or rights  of set
                   off or counterclaim against the Landlord, and

         (d)       any other information or statement that a  proposed mortgagee
                   or purchaser may reasonably require.

13.02      REGISTRATION OF LEASE

         The Tenant agrees,  at the Landlord's  request,  to register this Lease
(at the Landlord's expense)  immediately at the Vancouver Land Title Office. The
Tenant may request the Landlord to deliver the Lease in a form registrable under
the Land  Title  Act,  but the  Tenant  shall  bear all costs of  obtaining  any
necessary plan and effecting registration of this Lease.

13.03      SUBORDINATION AND ATTORNMENT

         (a)       This Lease is and will remain  subordinate to every mortgage,
                   charge  or  lien  and  any  renewals  or  extensions  of them
                   (collectively  the  "Encumbrance")  from time to time against
                   the Premises or the Development or any part of it.

         (b)       The Tenant  will not be  required  to execute  any  documents
                   effecting the subordination  and attornments  provided for in
                   this section 13.03 unless such document  stipulates  that the
                   Encumbrance holder will not dispossess the Tenant (so long as
                   it  complies  with the terms of this Lease) in return for the
                   Tenant's  agreement  not to prepay rent or agree to any other
                   modification  of this Lease without the prior written consent
                   of  the  Encumbrance  holder.  Provided  that  such  document
                   contains the foregoing agreement, the form and content of the
                   document will be that required by the  Encumbrance  holder in
                   each case,  and each such  document  will be delivered by the
                   Tenant  to the  Landlord  within 10 days  after the  Landlord
                   requests it.

         (c)       The Tenant will attorn to the holder of any  Encumbrance.  If
                   possession is taken under, or any proceedings are brought for
                   the  foreclosure  of,  or if a power  of  sale  is  exercised
                   resulting from an Encumbrance,  the Tenant will attorn to the
                   person that so takes  possession  if that person  requests it
                   and will  recognize  that person as the  Landlord  under this
                   Lease.

13.04      ATTORNEY
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         The  Tenant  will  execute  and  deliver   whatever   instruments   and
certificates  are requested by the Landlord or others to give effect to sections
9.05(c),  13.01 and 13.03  hereof.  If 10 days after the date of  delivery  of a
request, the Tenant has not executed whatever instruments and certificates it is
required  to  execute,  the Tenant  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 of those  instruments or  certificates,  or, the Landlord
may, at its option,  terminate this Lease without incurring any liability to the
Tenant and any Indemnifier.


                                   ARTICLE XIV
                  DEFAULT, TERMINATION AND LANDLORD'S REMEDIES

14.01      DEFAULT

         (a)       If the Tenant is in  default  in  payment of Minimum  Rent or
                   Additional  Rent or GST, the Landlord may give written notice
                   of such default to the Tenant.  If such default continues for
                   three Business Days after such notice:

                    (i)  the whole amount of the Minimum  Rent  reserved by this
                         Lease for the  remainder of the entire  Term,  together
                         with any and all unpaid installments of Additional Rent
                         and GST for the year in which such default occurs,  and
                         Interest, if applicable, shall, at the exclusive option
                         of the Landlord  immediately  become due and payable by
                         the  Tenant,  without  prejudice  to or  waiver  of the
                         Landlord's right to collect any further Additional Rent
                         or GST as it accrues  due,  or to cancel  this Lease or
                         relet the Premises as agent for the Tenant  pursuant to
                         this  Article  XIV in the  event  of  any  further,  or
                         continuing  default by the Tenant to pay Minimum  Rent,
                         Additional  Rent or GST or any other breach or default,
                         or

                    (ii) the Landlord may, at its exclusive option, declare that
                         this  Lease  is in  default  and is  canceled  and give
                         written  notice of such  cancellation  to the Tenant as
                         further set out in section 14.02 hereof, or

                    (iii)the  Landlord  may relet the  Premises as agent for the
                         Tenant as further set out in section 14.03 hereof.

               (b)  If the  Tenant  makes  any  default  in the  performance  or
                    observance  of  any  covenant,  condition,  restriction,  or
                    stipulation,  express or implied,  arising under this Lease,
                    and to be  performed or observed by the Tenant and which has
                    not been  expressly  waived in writing by the Landlord,  the
                    Landlord  may give  written  notice of such  default  to the
                    Tenant.  If such default continues for 5 Business Days after
                    the receipt of such notice by the Landlord, (or, in the case
                    of any default  which would  reasonably  require more than 5
                    Business  Days to  rectify,  the  Tenant  has not  commenced
                    rectification  within the 5 day notice period and diligently
                    and continuously continued with same) the Landlord may:

                    (i)  at its exclusive option, remedy such default and charge
                         to the Tenant as Additional Rent and/or set off against
                         the  Tenant's  Security  Deposit,  any and  all  costs,
                         including  all legal fees and  disbursements  on a full
                         indemnity  basis,  to the

                                      121
<PAGE>



                         Landlord  of  so   remedying   such   default   plus an
                         administrative  charge equal to 15% of such costs, or

                    (ii) at the Landlord's  exclusive option,  declare that this
                         Lease is in default and is  canceled,  and give written
                         notice of such  cancellation to the Tenant,  as further
                         set out in section 14.02, or

                    (iii)relet the  Premises  as agent for the Tenant as further
                         set out in section 14.03.

14.02      TERMINATION OF LEASE

                   Upon this Lease being  terminated  other than by effluxion of
time:

         (a)       all rights and interests created or then existing in favor of
                   the Tenant shall  immediately  terminate and the Landlord may
                   re-enter the Premises and repossess and enjoy the same as its
                   former estate, anything to the contrary notwithstanding,

         (b)       notwithstanding   any  such  termination  of this Lease,  the
                   provisions of this Lease relating to the consequences of
                   termination shall survive,

         (c)       the Landlord may use such force as it may deem  necessary for
                   the purpose of gaining admittance to and retaking  possession
                   of the Premises and the Tenant  hereby  releases the Landlord
                   from all actions, proceedings,  claims and demands whatsoever
                   for or in respect of any such forcible entry or any resulting
                   loss or damage, and

         (d)       the Tenant shall pay to the Landlord on demand:

                    (i)  Minimum Rent and Additional  Rent and all other amounts
                         payable up to the time of re-entry  or to  termination,
                         whichever shall be the later,

                    (ii) such  reasonable  expenses as the Landlord may incur or
                         has  incurred  in  connection  with  the   re-entering,
                         terminating, re-letting, collecting sums due or payable
                         by the Tenant,  realizing upon assets seized, including
                         without   limitation   brokerage,    legal   fees   and
                         disbursements  on  a  full  indemnity  basis,  and  the
                         expenses  of  keeping  the   Premises  in  good  order,
                         repairing the same and preparing them for re-letting,

                    (iii)as liquidated  damages for the loss of rental and other
                         income of the Landlord  expected to be derived from the
                         Lease  during the period  which would have  constituted
                         the  unexpired  portion  of the  Term  had it not  been
                         terminated an amount  determined by reducing to present
                         worth at an assumed interest rate of 10% per annum, all
                         Minimum  Rent and  Additional  Rent to  become  payable
                         during the period  which  would  have  constituted  the
                         unexpired portion of the Term, such determination to be
                         made by the Landlord who may make reasonable  estimates
                         of any such other  amounts  which would have become due
                         under this Lease,  and may make such other  assumptions
                         of fact as may be reasonable in the circumstances, less
                         any Minimum Rent and  Additional  Rent  received by the
                         Landlord from the Premises and

                    (iv) GST on amounts calculated in accordance with paragraphs
                         14.02(d)(i), (ii) and (iii) hereof.

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14.03      RIGHT TO RELET ON TENANT'S ACCOUNT

         The Tenant  further agrees that, on the Landlord  becoming  entitled to
cancel this Lease, the Landlord in addition to all other rights,  shall have the
right to maintain the Lease, re-enter the Premises or any portion or portions of
them as agent of the Tenant, either by force or otherwise,  without being liable
for any  prosecution  or damages,  and to relet the  Premises (or any portion or
portions  of them for a term which may be lesser or greater  than the balance of
the Term) as agent of the Tenant,  and to take  possession  of any  furniture or
other  property  on the  Premises  and to sell same at a public or private  sale
without  notice and to apply the proceeds of such sale and any rent derived from
reletting the Premises upon account of the Minimum Rent, Additional Rent and GST
under  this  Lease,  and the  Tenant  shall be  liable to the  Landlord  for any
deficiency, if any.

         The Tenant shall pay to the  Landlord,  on demand,  or the Landlord may
set off against the Tenant's  Security  Deposit all such reasonable  expenses as
the Landlord may incur in re-entering and re-letting the Premises, or collecting
arrears of  Minimum  Rent,  Additional  Rent and GST,  including  legal fees and
disbursements on a full indemnity basis, brokerage fees, the expenses of keeping
the Premises in good order and of preparing the Premises for re-letting,  and an
administrative charge equal to 15% of the foregoing amounts.

14.04      BANKRUPTCY OR SEIZURE

         In the event that, without the prior written consent of the Landlord:

         (a)       the Premises:

                   (i)      remain  vacant or  are  not used for a period of 15
                            days, or

                   (ii)     shall not be occupied  by the Tenant within 15 days
                            of the Commencement Date, or

                  (iii)     shall be used or occupied by any person other  than
                            the Tenant, or

                   (iv)     are used or occupied for any other purpose than that
                            for which the Premises were leased, or

         (b)       the  Term  or  any  of  the goods and  chattels of the Tenant
                   shall be at any  time  seized in  execution or  attachment by
                   any creditor of the Tenant, or

         (c)       the  Tenant  shall  make any  assignment  for the  benefit of
                   creditors or become bankrupt or insolvent or take the benefit
                   of any  Act now or at any  time  in  force  for  bankrupt  or
                   insolvent debtors, or

         (d)       the   Tenant   becomes  involved  in voluntary or involuntary
                   winding up, dissolution or liquidation proceedings,

then in any  such  case,  this  Lease  shall,  at the  exclusive  option  of the
Landlord, terminate and the Term shall immediately become forfeited and void and
the then current month's  Minimum Rent,  Additional Rent plus applicable GST and
the next ensuing three months, Minimum Rent, Additional Rent plus applicable GST
shall immediately become due and payable, and the Landlord may re-enter and take
possession  of the  Premises  as  though  the  Tenant or other  occupant  of the
Premises  was holding  over after

                                      123
<PAGE>



the  expiration  of the Term without any right  whatsoever  and the Landlord may
proceed  against  the  Tenant for any and all past, present, or  future  damages
incurred or to be incurred by the Landlord.

14.05      APPLICATION OF DISTRESS

         The  Tenant  covenants  and  agrees  that  all  Tenant's  Improvements,
furniture,  equipment,  stock and trade  fixtures on the  Premises,  or wherever
situated,  shall be liable to  distress  and sale in the  usual  manner  for any
arrears of Minimum Rent,  Additional Rent plus applicable GST owing with respect
to the  Premises  and that none of the  foregoing  goods and  chattels  shall be
exempt from distress, and for the purposes of making such distress, the Landlord
by itself,  its agents and  bailiffs may break open any door or window and enter
upon the  Premises at any time after such Minimum  Rent and/or  Additional  Rent
plus applicable GST shall accrue due without liability for any consequent damage
in so doing.


14.06      WAIVER RE DISTRESS

         The Tenant  waives and  renounces  the benefit of any present or future
statute,  regulation or other  enactment  taking away or limiting the Landlord's
right of  distress,  and  covenants  and agrees that,  notwithstanding  any such
statute,  regulation or other  enactment,  none of the goods and chattels of the
Tenant on the Premises, or wherever situated, at any time during that Term shall
be  exempt  from levy by  distress  for  Minimum  Rent or  Additional  Rent plus
applicable GST in arrears.

14.07      INDEMNITY RE LANDLORD'S REMEDIES

         The Tenant agrees to indemnify the Landlord  against any and all manner
of costs or  expenses,  including  all legal  fees and  disbursements  on a full
indemnity basis, of any kind which the Landlord may sustain by reason of any act
or omission  made in good faith in enforcing  this Lease under this Article XIV.
Such liability to indemnify the Landlord  shall survive any  termination of this
Lease, anything in this Lease to the contrary notwithstanding.

14.08      REMEDIES INDEPENDENT

         The rights and  remedies  of the  Landlord  in this  Article XIV are in
addition to, and not in  substitution  of or diminution  of, any right or remedy
which the Landlord may have whether  arising  under the terms of this Lease,  at
law, or in equity.  No action by the Landlord in  consequence  of default by the
Tenant shall act as a bar or estoppel in respect of any other default  committed
by the Tenant.  The rights of the Landlord  shall  operate  notwithstanding  the
provisions  of section  21 of the Law and  Equity  Act unless a court  otherwise
orders.

14.09      LANDLORD'S EXPENSES

         If the Landlord is required to undertake any action,  whether  pursuant
to this Lease or otherwise, to enforce any covenant, condition,  restriction, or
stipulation  of this Lease,  and as a consequence  has  reasonably  incurred any
expense,  legal fee or  disbursement,  the Tenant  shall pay on  demand,  to the
Landlord  on a full  indemnity  basis,  the  amount of such  expense  or cost so
incurred by the Landlord  with  Interest  from the date  incurred to the date of
payment.

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                                   ARTICLE XV
                   QUIET ENJOYMENT AND SURRENDER OF POSSESSION

15.01      QUIET POSSESSION

         Provided  that the Tenant pays the rents  (including  all Minimum Rent,
Additional  Rent and  GST)  reserved  under  this  Lease at the time and  manner
required  and  observes  and  performs  each  and  every  one of the  covenants,
conditions,  restrictions  and  stipulations  of the  Tenant to be  observed  or
performed under this Lease, and subject to the qualifications to quiet enjoyment
contained in this Lease,  and in particular  without  limiting the generality of
the foregoing, subject to the Landlord's right to make alterations under Article
IX hereof,  the Tenant shall and may peaceably and quietly possess and enjoy the
Premises during the said Term without  interruption from or by the Landlord,  or
by any persons lawfully claiming by, through or under it.

15.02      LANDLORD NOT TO UNREASONABLY INTERFERE

         Except as expressly provided otherwise in this Lease, there shall be no
allowance to the Tenant by way of diminution of Minimum Rent or Additional  Rent
or  otherwise  and no  liability  on the  part  of the  Landlord  by  reason  of
inconvenience, annoyance or injury to business arising from the happening of any
event which gives rise to the need for any  repairs,  alterations,  additions or
improvements  or from the  making  of any  repairs,  alterations,  additions  or
improvements  in, or to any portion of the Development or the Premises or in and
to their fixtures,  appurtenances and equipment.  The Landlord agrees to use its
best  efforts to do any work done by it in such a manner as not to  unreasonably
interfere  with or impair the  Tenant's  use of the  Premises  beyond the extent
necessarily incidental to such work.

15.03      OVERHOLDING

         If  the  Tenant  shall  continue  to  occupy  the  Premises  after  the
expiration of the Term without any further written agreement,  or in the absence
of such an agreement,  without objection by the Landlord,  the Tenant shall be a
tenant at will, and not a tenant from month to month or from year to year.  Such
a tenancy at will shall be at double the Minimum Rent and double the  Additional
Rent,  but  otherwise  on the terms of this  Lease,  except as to rent,  and the
length of tenancy. The Landlord or the Tenant may terminate such tenancy at will
at any time.

15.04      YIELD-UP

         At the expiration or sooner  termination of this Lease, the Tenant will
peaceably  surrender  and give up the  Premises  (and  subject to  Article  9.06
hereof,  the Landlord's  Improvements and Tenant's  Improvements) in first class
condition and repair,  without notice from the Landlord,  any right or notice to
quit or vacate being hereby  expressly  waived by the Tenant,  any law, usage or
custom to the contrary  notwithstanding  and the Tenant  further  agrees that if
this  Lease  shall be  registered  in the Land  Title  Office at the time of the
expiration or sooner termination of this Lease, the Tenant shall immediately and
at its sole expense take all necessary steps to release its charge so registered
in the Land Title Office.

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                                   ARTICLE XVI
                       INTENT AND INTERPRETATION OF LEASE

16.01      FORCE MAJEURE

         (a)        For the purpose of this lease,  Force Majeure shall mean any
                    acts  of  God,  strikes,   lockouts,   or  other  industrial
                    disturbances,  acts of the Queen's enemies,  sabotage,  war,
                    blockades,   insurrections,   riots,  epidemics,  lightning,
                    earthquakes,  floods, storms, fires,  washouts,  nuclear and
                    radiation  activity or fallout,  arrests and  restraints  of
                    rules and people, civil disturbances,  explosions,  breakage
                    of,  stoppage,   or  accident  to  machinery  for  necessary
                    maintenance   or  repairs,   inability  to  obtain   labour,
                    materials or equipment,  any legislative,  administrative or
                    judicial action which has been resisted in good faith by all
                    reasonable  legal  means,  any act,  omission or event,  not
                    within the control of such party,  and which by the exercise
                    of due diligence  such party could not have  prevented,  but
                    lack of funds on the part of such party  shall be deemed not
                    to be a Force Majeure.

         (b)       Save and  except  for the  obligations  of the  Tenant as set
                   forth in this Lease to pay Minimum Rent, Additional Rent, GST
                   or other money to the Landlord, if either party shall fail to
                   meet its  obligations  within the time  prescribed,  and such
                   failure shall be caused or materially contributed to by Force
                   Majeure  such  failure  shall be deemed not to be a breach of
                   the  obligations  of such  party,  but such  party  shall use
                   diligence  to put  itself  in a  position  to  carry  out its
                   obligations as soon as practicable.

16.02      HEADINGS

         The  parties  agree  that the  headings  form no part of this Lease and
shall be deemed to have been inserted for convenience of reference only.

16.03      INTERPRETATION

         The terms  "Landlord",  "Tenant" and  "Indemnifier"  and their pronouns
shall,  where the context makes it  appropriate,  include the heirs,  executors,
administrators,  successors  and assigns of the  parties  and shall  include the
feminine  and  plural  and a body  corporate  where the  context or the party or
parties so require, and where there is more than one Tenant, all covenants shall
be deemed joint and several.

16.04      GOVERNING LAW

         This Lease, the Rules and Regulations and the use and occupation of the
Premises  by the Tenant  shall all be  governed  by the laws of the  Province of
British  Columbia.  If any  part  or  parts  of this  Lease  be  illegal  or not
enforceable  under the laws of the  Province of British  Columbia,  such part or
parts shall be  considered  severable,  and this Lease and the  remainder of its
provisions  shall remain in full force and be binding upon the parties as though
such unenforceable part had never been included.

16.05      TIME OF THE ESSENCE

         Time is of the essence of this Lease.

16.06      ENUREMENT

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         This  Lease  shall  inure to the  benefit  of and be  binding  upon the
parties  and  their  respective  permitted  successors,   assigns  and  personal
representatives and executors.

16.07      REPRESENTATIONS

         The  Tenant   acknowledges   that  the  Premises   are  taken   without
representation  of any kind on the part of the  Landlord or its agent other than
as herein set forth. No  representative or agent of the Landlord or Tenant is or
shall be  authorized  or  permitted to vary or modify this Lease in any way, and
this Lease  contains  all of the  agreements  and  conditions  made  between the
parties, and any addition to or alteration of or changes in this Lease, or other
agreement  made or condition  created must be made in writing and signed by both
parties in order to be binding.

16.08      NON-WAIVER BY LANDLORD

         The failure of the Landlord to insist upon strict performance of any of
the  covenants  or  conditions  of this Lease or to exercise any right or option
shall not be  construed  as a waiver  or  relinquishment  of any such  covenant,
condition,  right or option, but the same shall remain in full force and effect.
The  acceptance  by the Landlord of any Minimum Rent,  Additional  Rent or other
payment  from the  Tenant  or any  other  person  shall  not be  construed  as a
recognition of any rights which are not expressly granted, or as a waiver of any
of the  Landlord's  rights,  or as an  admission  that any person other than the
Tenant is, or as a consent that such persons  shall be deemed to be, an assignee
of this Lease or a subtenant of all or any part of the Premises,  or any portion
thereof,  irrespective  of whether  the Tenant or said  person  claims that such
person is a subtenant or assignee or licensee. The Landlord may accept rent from
any person  occupying the Premises at any time without,  in any way, waiving any
right under this Lease.


                                  ARTICLE XVII
                                  MISCELLANEOUS

17.01      NOTICES

         (a)       Any notice provided or permitted to be given by the Tenant to
                   the Landlord shall be sufficiently given if delivered, faxed,
                   or  mailed  (and  if  mailed,  by  registered  mail,  postage
                   prepaid), in writing and addressed to the Landlord's property
                   manager at the following address or sent to the following fax
                   numbers as applicable:

                             Dodwell Realty Ltd.
                             #1701 - 1166 Alberni Street
                             Vancouver, B.C.
                             V6E 3Z3
                             Fax: (604) 688-3245

         (b)       Any notice  provided or permitted to be given by the Landlord
                   to the  Tenant  shall be  sufficiently  given  if  delivered,
                   faxed, or mailed (and if mailed,  by registered mail, postage
                   prepaid)  in  writing  and   addressed  to the  Tenant at the
                   address  for the Tenant or  sent to the fax number set out in
                   section 1.01(h) as applicable.

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         (c)       Notice mailed as above set out shall be  conclusively  deemed
                   to have been received on the fifth Business Day following the
                   day on which such notice is mailed. Notice delivered as above
                   set out shall be  conclusively  deemed to have been delivered
                   if delivered  in the same manner in which  service of process
                   is required  to be made under the Rules of the Supreme  Court
                   of  British   Columbia.   Notice  faxed  as  above  shall  be
                   conclusively  deemed to have been  received  upon the  sender
                   receiving confirmation of transmission.

         (d)       Either party may, at any  time, give notice in writing in the
                   manner above  provided to the  other of any change of address
                   of the  party  giving  such   notice,  and from and after the
                   giving of such notice, the  address specified shall be deemed
                   to be the  address  of such  party for  the giving of notice.
                   The word  "notice" in this clause shall  be deemed to include
                   any  request,  statement  or  other  writing  in  this  Lease
                   provided  or  permitted  to be given by the  Landlord  to the
                   Tenant or by the Tenant to the Landlord.

17.02      OPTION TO RENEW

If the Tenant has paid the Minimum Rent,  Additional  Rent and any other amounts
owing to the  Landlord,  promptly  when the same fell due and has  observed  and
performed  all the  agreements  an  covenants  on the  part of the  Tenant,  the
Landlord  shall upon  receipt  of notice in  writing  by the  Tenant  requesting
renewal of this Lease, and upon receipt of the covenant of Indemnifier,  in any,
under  seal  and in  favor  of the  Landlord,  to join in the  renewal  lease as
Indemnifier  both  delivered to the Landlord not less than six months before the
expiration  of the Term,  grant to the  tenant a further  term of FOUR (4) years
upon the same terms and  conditions  set forth and  contained in this Lease save
this right of renewal and the amount of Minimum  Rent.  The Minimum Rent payable
during the renewal  term shall be agreed upon by the Landlord and the Tennant as
equal to the fair market rental rate of the initial Term under similar leases of
comparable  premises  (including  the  then  fair  market  value  of  any of the
Landlord's  Improvements  and  Tenant's  Improvements  the  cost of  which  were
contributed by the Landlord to the extent of such contribution  either by way of
direct  payment or allowance) of the same class of space in the downtown area of
the City,  and failing such agreement by the  commencement  of the renewal term,
shall be  determined  by  arbitration  under the  provisions  of the  Commercial
Arbitration Act then in effect in British  Columbia.  Until the final outcome of
such  arbitration,  the Tenant shall pay Additional  Rent and Minimum Rent as it
stood upon expiry of the Term plus 15% per annum)  which  Minimum  Rent shall be
adjusted  retroactively  following the  determination  of the arbitration to the
Minimum Rent determined  payable during the renewal term and any increase in the
minimum Rent so payable shall be payable with Interest calculated from

17.03      OBSERVE RULES AND REGULATIONS

         The Tenant,  its  servants,  employees  and invitees  shall observe and
comply strictly with the Rules and Regulations,  attached hereto as Schedule "C"
and as amended by the Landlord  from time to time.  The Landlord  shall have the
right to make  reasonable  changes in and additions to the Rules and Regulations
and shall promptly notify the Tenant in writing.  Any failure by the Landlord to
enforce any Rules and Regulations,  now or at any time in effect, either against
the Tenant or any other tenant in the Development, shall not constitute a waiver
of any of the Rules and Regulations.

17.04      CORPORATE AUTHORITY

         The Tenant,  if a corporation,  warrants and represents that it has the
corporate  power to lease the Premises,  to carry on the business  carried on by
it, and is  qualified  to carry on  business  in British  Columbia  and  further
warrants and represents that the Tenant has passed all necessary  resolutions to

                                      128
<PAGE>



authorize  execution  and  delivery  of this  Lease and  agrees to  provide  the
Landlord with a certified copy of such resolution.

17.05      PROVISIONS SEVERABLE

         If any provisions of this Lease are illegal or unenforceable, they will
be  considered  separate  and  severable  from  this  Lease  and  the  remaining
provisions  will remain in force and be binding on the parties as if the severed
provisions had not been included.

17.06      COSTS OF LANDLORD'S CONSENT

         The Tenant shall pay to the Landlord any and all costs  incurred by the
Landlord, including all legal fees and disbursements on an indemnity basis, plus
an  administration  fee  equal  to 15% of the  total  of such  costs,  fees  and
disbursements  incurred by the Landlord in  connection  with any request for the
consent of the Landlord under this Lease.

17.07      SCHEDULES

         The following  Schedules  attached hereto are integral to and form part
of this Lease:

                   Schedule "A"         -         Lands (1.01(a))
                   Schedule "B"         -         Plan of Premises (1.01(a))
                   Schedule "C"         -         Rules and Regulations (17.03)
                   Schedule "D"         -         Additional Terms and Covenants
                   Schedule "E"         -         Tenant's Work (9.04(a))]

17.08      SECURITY

         As security for the financial obligations of the Tenant to the Landlord
under this Lease,  the Tenant hereby grants to the Landlord a security  interest
in all of the Tenant's Improvements, Landlord's Improvements, and inventory held
by the Tenant from time to time and all proceeds of the foregoing, including all
money,  cheques,  accounts  receivable and deposit  accounts,  provided that the
Tenant may sell his inventory in the ordinary course of business until notice to
the contrary from the Landlord.

17.09      INTEREST IN FIXTURES

         Notwithstanding  anything to the contrary  contained in this Lease, the
Tenant  will not acquire  any right,  title or interest in or to the  Landlord's
Improvements or any other goods,  chattels or personal  property supplied by the
Landlord to the  Premises  until 24 hours after  affixation  of such  Landlord's
Improvements or any other goods,  chattels or personal  property to the Premises
and after such  affixation the Tenant will only have the right and interest,  if
any,  respecting  such Landlord's  Improvements or any other goods,  chattels or
personal property that are granted to the Tenant pursuant to this Lease.

17.10      ACCEPTANCE

         The Tenant  hereby  accepts this Lease of the Premises to be held by it
as Tenant,  and subject to the conditions,  restrictions and covenants above set
forth.

                                      129
<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Lease.

Alberni Investments (1998) Inc.   (The Landlord)  )
by its Authorized Signatories,                               )
                                                             )
Per     BEN YOUNG                                            )
        -----------
        Authorized Signatory                                 )
                                                             )
Per     /s/ Ben Young                                        )
        Authorized Signatory                                 )
                                                             )
                                                             )
on the 18th day of December, 1995.                           )
                                                             )
                                                             )



FLANAGAN ENTERPRISES INC.  (The Tenant)                      )
by its Authorized Signatories,                               )
                                                             )
Per IAN FLANAGAN                                             )
    ------------
       Authorized Signatory                                  )
                                                             )
Per    /s/ Ian Flanagan                                      )
       Authorized Signatory                                  )
                                                             )
On the 18th day of December, 1995.                           )
                                                             )
                                                             )

                                      130
<PAGE>



                                  SCHEDULE "A"

                                      LANDS

Legal Description


                   City of Vancouver
                   Parcel Identifier 016-751-841
                   Lot F
                   Block 18
                   District Lot 185
                   Plan 23073


                                      131
<PAGE>



SCHEDULE "B"

PLAN OF PREMISES




                                      132
<PAGE>



SCHEDULE "C"

RULES AND REGULATIONS


1. The definitions set forth in the Lease have the same meaning in these Rules
   and Regulations.

2. No cooking  except for the use of a microwave  oven shall be permitted in the
Premises,  and no  electrical  apparatus  likely  to  cause  an  overloading  of
electrical circuits will be used therein.

3. The sidewalks,  entries,  passages,  elevators and staircases in the Building
shall  not  be  obstructed  or  used  by  the  Tenant,  its  agents,   servants,
contractors,  invitees or  employees  for any purpose  other than ingress to and
egress from the offices. The Landlord reserves unrestricted control of all parts
of the  Building  employed  for the  common  benefit of the  tenants,  including
without limitation,  the sidewalks,  entries,  corridors and passages not within
the  Premises,  washrooms,  lavatories,  air-conditioning  closets,  fan  rooms,
janitor's  rooms,  electrical  rooms and other rooms,  stairs,  elevator shafts,
flues,  stacks,  pipe  shafts  and ducts and shall  have the right to place such
signs and appliances therein, as it may deem advisable provided that ingress and
egress from the Premises is not unduly impaired thereby.

4. The Tenant, its agents, servants,  contractors,  invitees or employees, shall
not  bring in or take  out,  position,  construct,  install  or move  any  safe,
business  machine or other heavy  office  equipment  without  the prior  written
consent of the Landlord who shall have the absolute right to withhold consent or
to prescribe the maximum weight permitted and the position thereof,  and the use
and design of the planks,  skids or platforms to  distribute  the weight of such
equipment.  All  damage  done to the  Building  by the moving or use of any such
heavy equipment or other office  equipment or furniture shall be repaired at the
expense  of the  Tenant.  The  moving of all heavy  equipment  or other,  office
equipment  shall  occur  only  between  6:00 p.m.  and 7:30 a.m.  or other  time
consented to by the Landlord,  and the persons  employed to move same in and out
of the Building must be acceptable to the Landlord. Safes and other heavy office
equipment  will be moved through the halls and corridors only upon steel bearing
plates. No deliveries requiring the use of an elevator for freight purposes will
be received in the Office Tower or carried in the elevators, except during hours
approved by the Landlord.  The Tenant must provide the Landlord with twenty-four
(24) hours  notice in order to have an elevator  locked off for their  exclusive
use. Failure to do so can result in the request being denied.

5. Other than during normal business hours,  the Landlord will have the right to
prevent any person from entering or leaving the Building  unless provided with a
key to the Premises and a valid access card.  Any persons  found in the Building
at such times  without such keys or access card will be subject to  surveillance
or eviction by the employees and agents of the Landlord  without  recourse.  The
Landlord shall be under no responsibility for failure to enforce this rule.

6. The Tenant shall not place or cause to be placed any additional or substitute
locks or bolts upon any doors of the Demised  Premises  without the  approval of
the Landlord and subject to any conditions  imposed by the Landlord.  Additional
keys may be obtained from the Landlord at the cost of the Tenant.

7. The   tenant   shall  not  tamper  with  the  Heating,  Ventilation,  and Air
Conditioning system or any  apparatus  relating  thereto.  Any  damage resulting
from  tampering   shall  be  borne  by  the  Tenant by  whom or by whose agents,
servants,  employees,  licensees or invitees the same is caused.

                                      133
<PAGE>



8. The water sinks, basins,  urinals,  toilets, sewers 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. Any damage resulting from misuse shall be borne by the Tenant by
whom or by whose agents, servants, employees,  licensees or invitees the same is
caused. Tenants shall not let the water run unless it is in actual use and shall
not deface or mark any part of the  Building or drive  nails,  spikes,  hooks or
screws into the walls or woodwork of the Building.

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

10. Canvassing, soliciting and peddling in the Building are prohibited.

11. Any hand trucks,  carryalls or similar appliances used in the Building shall
be equipped  with rubber  tires,  side guards and such other  safeguards  as the
Landlord shall require.

12. No animals or birds shall be brought into the Building.

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


                                      134
<PAGE>



SCHEDULE "D"

ADDITIONAL TERMS AND COVENANTS



Nil.


                                      135
<PAGE>




NY/295536.2





ARTICLE I
BASIC TERMS AND DEFINITIONS                                                  93

    1.01     BASIC TERMS                                                     93
             -----------

    1.02     DEFINITIONS                                                     94
             -----------
ARTICLE II
GRANT OF LEASE AND TERM                                                      98

    2.01     GRANT                                                           99
             -----

    2.02     RESERVATION TO LANDLORD                                         99
             -----------------------

    2.03     TERM                                                            99
             ----

    2.04     POSTPONEMENT OF TERM                                            99
             --------------------

    2.05     EARLY POSSESSION                                                99
             ----------------

    2.06     PARKING
             -------
ARTICLE III
RENT                                                                        100

    3.01     RENT                                                           100
             ----

    3.02     NET LEASE                                                      101
             ---------

    3.03     "GST" (GOODS AND SERVICES TAX)                                 101
             ------------------------------

    3.04     SECURITY DEPOSIT                                               101
             ----------------

    3.05     INTEREST ON OVERDUE RENT                                       101
             ------------------------

    4.01     SALES TAXES                                                    102
             -----------

    4.02     BUSINESS TAX                                                   102
             ------------

    4.03     OTHER TAXES                                                    103
             -----------
ARTICLE V
DEVELOPMENT AND COMMON ELEMENTS - CONTROL, COSTS AND PAYMENT                103

    5.01     CONTROL OF DEVELOPMENT BY LANDLORD                             103
             ----------------------------------

    5.02     OPERATING COSTS                                                103
             ---------------

    5.03     CERTIFICATE OF OPERATING COSTS                                 103
             ------------------------------

    6.01     ELECTRICITY                                                    104
             -----------

    6.02     HEAT                                                           104
             ----

    6.03     AIR-CONDITIONING                                               104
             ----------------

    6.04     ELEVATORS                                                      104
             ---------

    6.05     LIMITATION                                                     105
             ----------
ARTICLE VII

                                      136
<PAGE>



USE OF LEASED PREMISES                                                      105

    7.01     USE OF PREMISES                                                105
             ---------------

    7.02     PREMISES CONFORM TO LAW                                        105
             -----------------------

    7.03     NO NUISANCE                                                    106
             -----------

    7.04     FLOOR LOAD                                                     106
             ----------

    7.05     NAMES                                                          106
             -----

    7.06     CONTINUOUS OCCUPANCY                                           106
             --------------------

    7.07     TIDINESS/JANITORIAL SERVICE                                    106
             ---------------------------
ARTICLE VIII
INSURANCE AND INDEMNITY                                                     106

    8.01     TENANT'S INSURANCE                                             106
             ------------------

    8.02     LANDLORD'S INSURANCE                                           108
             --------------------

    8.03     INDEMNIFY LANDLORD                                             108
             ------------------

    8.04     RELEASE OF LANDLORD                                            109
             -------------------

    8.05     RELEASE OF TENANT                                              109
             -----------------

    8.06     RELEASE FROM THIRD PARTY INTERFERENCE                          109
             -------------------------------------

    8.07     DAMAGE BY TENANT'S EQUIPMENT                                   110
             ----------------------------

    8.08     DAMAGE BY TENANT                                               110
             ----------------
ARTICLE IX
MAINTENANCE, REPAIRS AND ALTERATIONS                                        110

    9.01     TENANT TO REPAIR PREMISES                                      110
             -------------------------

    9.02     LANDLORD TO REPAIR STRUCTURE                                   111
             ----------------------------

    9.03     NOTIFY LANDLORD OF ACCIDENTS OR DEFECTS                        111
             ---------------------------------------

    9.04     ALTERATIONS BY TENANT                                          111
             ---------------------

    9.05     ALTERATIONS BY LANDLORD PERMITTED                              112
             ---------------------------------

    9.06     REMOVAL AND RESTORATION BY TENANT                              113
             ---------------------------------

    9.07     NO LIENS                                                       114
             --------

    9.08     SIGNS                                                          114
             -----

    9.09     BLINDS                                                         115
             ------

    9.10     REPAIR OF APPARATUS                                            115
             -------------------
ARTICLE X
TENANT'S AND LANDLORD'S ACCESS                                              115

    10.01    TENANT'S ACCESS TO COMMON AREAS                                115
             -------------------------------
    10.02    ACCESS BY LANDLORD                                             115
             ------------------
ARTICLE XI
DAMAGE AND DESTRUCTION                                                      115

                                      137
<PAGE>



    11.01    DESTRUCTION OR DAMAGE                                          115
             ---------------------

    11.02    DESTRUCTION OR DAMAGE                                          116
             ---------------------

    11.03    DESTRUCTION OR DAMAGE                                          116
             ---------------------

    11.04    DESTRUCTION OR DAMAGE                                          116
             ---------------------
ARTICLE XII
ASSIGNMENT AND SUBLETTING                                                   117

    12.01    MORTGAGE OF LEASE                                              117
             -----------------

    12.02    ASSIGNING OR SUBLETTING                                        117
             -----------------------

    12.03    ASSIGNING OR SUBLETTING                                        118
             -----------------------

    12.04    ASSIGNING OR SUBLETTING                                        119
             -----------------------

    12.05    ASSIGNING OR SUBLETTING                                        119
             -----------------------

    12.06    ASSIGNING OR SUBLETTING                                        119
             -----------------------

    12.07    ASSIGNING OR SUBLETTING                                        119
    -----    -----------------------

    12.08    ASSIGNING OR SUBLETTING                                        119
    -----    -----------------------

    12.09    SALE BY LANDLORD                                               119
             ----------------
ARTICLE XIII
STATUS OF LEASE CERTIFICATE, REGISTRATION AND PRIORITY OF LEASE             120

    13.01    TENANT'S CERTIFICATE                                           120
             --------------------

    13.02    REGISTRATION OF LEASE                                          120
             ---------------------

    13.03    SUBORDINATION AND ATTORNMENT                                   120
             ----------------------------

    13.04    ATTORNEY                                                       120
             --------
ARTICLE XIV
DEFAULT, TERMINATION AND LANDLORD'S REMEDIES                                121

    14.01    DEFAULT                                                        121
             -------

    14.02    TERMINATION OF LEASE                                           122
             --------------------

    14.03    RIGHT TO RELET ON TENANT'S ACCOUNT                             123
             ----------------------------------

    14.04    BANKRUPTCY OR SEIZURE                                          123
             ---------------------

    14.05    APPLICATION OF DISTRESS                                        124
             -----------------------

    14.06    WAIVER RE DISTRESS                                             124
             ------------------

    14.07    INDEMNITY RE LANDLORD'S REMEDIES                               124
             --------------------------------

    14.08    REMEDIES INDEPENDENT                                           124
             --------------------

    14.09    LANDLORD'S EXPENSES                                            124
             -------------------
ARTICLE XV
QUIET ENJOYMENT AND SURRENDER OF POSSESSION                                 125

    15.01    QUIET POSSESSION                                               125
             ----------------

    15.02    LANDLORD NOT TO UNREASONABLY INTERFERE                         125
             --------------------------------------

                                      138
<PAGE>



    15.03    OVERHOLDING                                                    125
             -----------

    15.04    YIELD-UP                                                       125
             --------
ARTICLE XVI
INTENT AND INTERPRETATION OF LEASE                                          126

    16.01    FORCE MAJEURE                                                  126
             -------------

    16.02    HEADINGS                                                       126
             --------

    16.03    INTERPRETATION                                                 126
             --------------

    16.04    GOVERNING LAW                                                  126
             -------------

    16.05    TIME OF THE ESSENCE                                            126
             -------------------

    16.06    ENUREMENT                                                      126
             ---------

    16.07    REPRESENTATIONS                                                127
             ---------------

    16.08    NON-WAIVER BY LANDLORD                                         127
             ----------------------
ARTICLE XVII
MISCELLANEOUS                                                               127

    17.01    NOTICES                                                        127
             -------

    17.02    OBSERVE RULES AND REGULATIONS                                  128
             -----------------------------

    17.03    CORPORATE AUTHORITY                                           128
             -------------------

    17.04    PROVISIONS SEVERABLE                                           129
             --------------------

    17.05    COSTS OF LANDLORD'S CONSENT                                    129
             ---------------------------

    17.06    SCHEDULES                                                      129
             ---------

    17.07    SECURITY                                                       129
             --------

    17.08    INTEREST IN FIXTURES                                           129
             --------------------

    17.09    ACCEPTANCE                                                     129
             ----------
SCHEDULE "A"  LANDS                                                         131
SCHEDULE "B"  PLAN OF PREMISES                                              132
SCHEDULE "C"  RULES AND REGULATIONS                                        133
SCHEDULE "D"  ADDITIONAL TERMS AND COVENANTS                                135




                                      139