<PAGE>

THIS  LEASE  made  for  reference  the  9th  day  of  November,  1999.


BETWEEN

KWONG  HOLDINGS LTD., a British Columbia company with its registered and records
---------------------
office  at  #907 - 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3

                            hereinafter called the "Landlord" of the FIRST PART,

AND

RAH  MEDIA  VENTURES CORPORATION, a British Columbia company with its registered
--------------------------------
and  records  office at #610 - 938 Howe Street, Vancouver, British Columbia, V6Z
1N9

                             hereinafter called the "Tenant" of the SECOND PART,


WITNESSES:

     THAT  in  consideration  of the mutual covenants and agreements hereinafter
respectively  reserved and contained, the parties hereto covenant and agree with
each  other  as  follows:

DEFINITIONS
-----------

1     For  the purpose of this Agreement, the words set out below shall have the
meanings  herein  ascribed  to  them:

1.1     "Accounting  Year"  within the meaning of this Lease shall mean a period
         ----------------
of  time,  the  first  year  commencing on the first day of the terms hereof and
ending  on  December  31st,  1999.  Thereafter  Accounting Year shall consist of
consecutive  periods  of  12 calendar months, provided however that the Landlord
may  at  any  time  specify an annual date from which each subsequent accounting
year  is to commence, and, in such event, the then current accounting year shall
terminate  from  the  date  preceding the commencement of such new account year.
The  last  accounting  year  shall  terminate  upon the expiration or an earlier
determination  of  this  Lease  as  the  case  may  be.

1.2     "Insurance Costs" means the total amount payable or paid by the Landlord
         ---------------
or  others  on
     behalf  of the Landlord for fire, casualty, liability, extended perils, and
other  insurance
     costs,  for  the  Building  and  the  Lands,  as they may be carried by the
Landlord  from  time
     to  time,  in  the  sole  discretion  of  the  Landlord.

1.3     "Lands"  means  all  and  singular  those  parcels  of land with a civic
         -----
address of 62 West 8th Avenue, Vancouver, British Columbia and legally described
as  City  of  Vancouver,  PID  #015-548-597; Lot 3, Except the South 20 feet now
lane,  Block  49  District  Lot  200A  Plan  197.

                                       1

<PAGE>

1.4     "Leased  Premises"  means  that portion of the Building and Lands with a
         ----------------
civic address of 4th Floor, 62 West 8th Avenue, Vancouver, British Columbia, and
shown  outlined  in  bold  in  the sketch attached in Schedule "A" hereto, which
consists  of  approximately  3862  square  feet.

1.5     "Operating  Costs" means the total amount paid or payable whether by the
         ----------------
Landlord  or  others  on behalf of the Landlord for complete maintenance for the
Landlord's Property, all repairs and replacements required for such maintenance,
the costs of providing electricity or other utilities and services not otherwise
paid  by  tenants,  the  costs of painting interior areas not normally rented to
tenants  and  the costs of painting and otherwise maintaining the outside of the
Building,  the  cost  of  snow removal, landscape maintenance, sign maintenance,
refuse  removal  and  other  costs  in connection with the maintenance of common
outside  areas  and  facilities,  management  fees,  fire,  casualty, liability,
extended  perils  and  other insurance costs, service contracts with independent
contractors,  and  all  other  expenses  paid  or  payable  by  the  Landlord in
connection  with the operation of the Landlord's Property, but shall not include
any amount of costs, expenses or other outgoings attributable only to the Leased
Premises  and  for  which  the  Lessee  is  entirely responsible as in the Lease
otherwise  provided  and  shall  also  not  include  interest on debt or capital
retirement  of  debt  or  any amounts directly chargeable by the Landlord to any
tenant or tenants as otherwise provided herein; PROVIDED HOWEVER the enumeration
above  of  items  of Operating Costs shall not be deemed to be a covenant of the
Landlord  to  provide  any  or  all  of  such  items  of maintenance or service.

1.6     "Proportionate  Share"  shall  mean the amount payable by the Tenant for
         --------------------
the Taxes, Operating Costs and such other sums required to be paid by the Tenant
on  a  proportionate share basis, which sums shall determined by multiplying the
Taxes,  Operating  Costs  or  other  charges  as the case may be by twenty-eight
percent  (28%).

1.7     "Taxes"  shall  mean  an  amount equivalent to all taxes, rates, duties,
levies  and  assessments whatsoever, whether municipal, parliamentary, school or
otherwise  charged  upon  the  Building,  the  Lands and all improvements now or
hereafter  upon the Landlord's Property, or charged upon the Landlord on account
thereof,  including  all  taxes, rates, duties, levies and assessments for local
improvements,  but  excluding  any tax which has  been attracted by the Tenant's
improvements  and  equipment  (which  shall  be entirely for  the account of the
Tenant  as  otherwise  provided  in  this  Lease)  and  excluding  such taxes as
corporate, income, profit or excess profit taxes assessed upon the income of the
Landlord,  but  shall  include  any  and all taxes, charges or other assessments
which  may  in  future  be  levied  in lieu of all or any of the Taxes as herein
defined.



DEMISE
------

2.     In  consideration  of  the  rents,  covenants, agreements, conditions and
provisos  hereinafter  respectively  reserved  and  contained, the Landlord doth
demise  and  lease  to  the  Tenant  the  Leased  Premises.

                                       2

<PAGE>


TERM
----

3.     TO  HAVE AND TO HOLD the Leased Premises for a term (the "Term") of THREE
(3)  YEARS and Forty-six (46) days, commencing on the 15th day of November, 1999
(the  "Commencement  Date")  and  ending  on  the  31st  day  of December, 2002.



ACCEPTANCE  OF  PREMISES
------------------------

4.     Subject  to Schedule "B" The Tenant acknowledges that it has examined the
Leased  Premises  before and on executing this Lease, for the preparation of the
Leased  Premises and the installation of all leasehold improvements and Tenant's
fixture,  and  the  execution  of  this Lease shall be conclusive as against the
Tenant  that  at  the  time  thereof,  the  Leased  Premises  were  in  good and
satisfactory  condition,  and  that  all  undertakings,  if  any,  of  and  all
representations, if any, but the Landlord respecting the condition of the Leased
Premises  have  been  fully satisfied and performed by the Landlord.  The Tenant
accepts  the  Leased  Premises  "As  Is".

4.1     DEPOSIT
        -------

The Lessor acknowledges receipt of a security deposit in the sum of TEN THOUSAND
FIVE HUNDRED $10,500 (the "Deposit").  At the end of the Term, any amounts owing
by  the Tenant for rental arrears or any amounts required from the Tenant to pay
for  damages  caused  to  the  Leased  Premises or the Land by the Tenant may be
deducted  from  the  Deposit.



BASIC  RENT  AND  ADDITIONAL  RENT
----------------------------------

5.     The  Tenant  covenants and agrees to pay to the Landlord at the office of
the  Landlord  or at such other place designated by Landlord, in lawful money of
Canada,  without any prior demand therefor and without any deduction or set-off,
the  basic  rent  ("Basic  Rent")  as  follows:

The  sum  of  $0 per month from and including November 15, 1999 to and including
December  31,  1999;

The sum of $3,797.63 shall be paid on or before the 1st day of January, 2000 and
a  like  sum  shall be paid on the first day of each and every consecutive month
thereafter,  up  to  and  including  the  1st  day  of  December,  2000;

The sum of $3,958.55 shall be paid on or before the 1st day of January, 2001 and
a  like  sum  shall be paid on the first day of each and every consecutive month
thereafter,  up  to  and  including  the  1st  day  of  December,  2001;

The sum of $4,280.38 shall be paid on or before the 1st day of January, 2002 and
a  like  sum  shall be paid on the first day of each and every consecutive month
thereafter,  up  to  and  including  the  1st  day  of  December,  2002;

                                       3

<PAGE>


     Additional  Rent
     ----------------

(a)     The  Tenant  covenants  and agrees to pay to the Landlord in addition to
the  Basic  Rent  herein  specified,  its  Proportionate Share of the Landlord's
annual  costs  of  owning  and  maintaining  the  Leased  Premises and the Land,
including  real  property taxes, insurance, maintenance, costs, operating costs,
charges  and expenses of any nature whatsoever in respect of the Leased Premises
("Additional  Rent"),  excepting  the  Landlord's  income  tax and principal and
interest  payments  on any mortgage on the Lands.  The amount of Additional Rent
which  the Tenant is to pay shall be reasonably estimated by the Landlord on the
first  of  January  for the following year.  On receipt of the Landlord's notice
for  payment,  the  Tenant  agrees to pay to the Landlord such amount in monthly
installments  in  advance  during  such period on the dates and at the times for
payment  of  Basic  Rent.  Where  the Term of this Lease does not run through an
entire  calendar year, the Tenant shall be obligated to pay to the Landlord only
that percentage of the "Landlord's annual cost of owning the Land and the Leased
Premises  as  is  equal to that percentage of the calendar year as is covered by
the  Term  of  this  Lease.  The Landlord will provide to the Tenant by December
31st  of  each  year during the Term of this Lease an accounting of the expenses
incurred  with respect to the Leased Premises for the period of the Term of this
Lease  ending  December 31st of that year, and the amounts paid by the Tenant on
account thereof, and the Tenant will pay to the Landlord any amount necessary to
balance the account within fifteen (15) days of receiving such accounting, or if
the  Tenant  has  paid more than the amount of the actual expenses, the Landlord
will  reimburse  the  amount  of  the excess payment within fifteen (15) days of
providing  such account to the Tenant.  In the event of dispute as to the amount
of  Additional  Rent,  a  certificate of an accountant appointed by the Landlord
shall  be  conclusive  and binding upon the Landlord and Tenant as to any amount
payable  by  the  Tenant  to  the  Landlord.

(b)     If  the  Landlord does not advise the Tenant of the estimated Additional
Rent  to be paid each month as aforesaid, the Tenant covenants and agrees to pay
their  Proportionate  Share of Additional Rent within ten (10) days after demand
by  the  Landlord.


(c)     All Basic Rent and Additional Rent (collectively called "Rent") shall be
deemed to accrue from day to day and if for any reason it shall become necessary
to  calculate  Rent  for  irregular  periods  of  less  than  one  lease year an
appropriate  pro-rata  adjustment shall be made on a daily basis to compute Rent
for  irregular  period.


     Goods  and  Services  Tax
     -------------------------

(d)     The  Tenant  shall  be  required  to  pay  as Additional Rent, goods and
services  tax under     Parts VIII and IX of the Excise Tax Act, as the same may
be  amended  or  replaced  from
     time  to  time,  all  with  respect to Rent and other monies payable to the
Landlord  in  respect
     of  the  Leased  Premises.

                                       4

<PAGE>

5.1     Post-Dated  Cheques
        -------------------

The  Tenant  will  provide  to the Landlord, post-dated cheques for a period not
exceeding  12  ensuing  months, upon the Landlord's written request.  Failure to
provide  post-dated cheques within 10 days of such request shall be deemed to be
a  default  by  the  Tenant  of  this  Lease.

5.2     Miscellaneous
        -------------

(a)     All  moneys  payable by the Tenant to the Landlord pursuant to Section 5
shall be construed as Rent and the Landlord may distrain therefor as against any
of  the  Tenant's  or  Indemnifier's  assets  at  the  Leased  Premises.

(b)     Section  5  does  not  apply  for the Accounting Year beginning November
15th,  1999  and  ending  December  31st,  1999.


PAYMENTS  TO  THE  LANDLORD
---------------------------

6.     All  payments  required  to  be made by the Tenant under or in respect of
this  Lease  shall  be  made  to  the Landlord or to such agent or agents of the
Landlord  as  the  Landlord  shall  hereinafter  from  time  to  time  direct.

6.1     In  absence  of any direction by the Landlord, the Tenant shall make all
payments  to  Kwong  Holdings Ltd. and deliver the secure payments to 3rd Floor,
West  8th  Avenue,  Vancouver,  British  Columbia,  V5Y  1M7.


TRIPLE  NET  LEASE
------------------

7.     The  Tenant  acknowledges  and agrees that it is intended that this Lease
shall  be  a  complete  carefree  triple net Lease to the Landlord, and that the
Tenant  shall  be  responsible  during the Term of the Lease for 28% of any real
property  taxes,  insurance,  maintenance,  costs,  operating  costs,  charges,
expenses  and  outlays of any nature whatsoever, levied against the whole of the
Building.  All  Basic  Rent provided to be paid by the Tenant hereunder shall be
paid  without  any  deduction,  abatement  or  set-off  whatsoever, it being the
intention  of  the  Lease  that  all  expenses,  costs,  payments and outgoings,
incurred  in respect of the Leased Premises, or for any other matter or anything
affecting  the  Leased  Premises  shall  (unless  otherwise expressly stipulated
herein  to  the  contrary)  be  borne  by  the  Tenant, and that the rent herein
provided  shall  be  absolutely  net  to the Landlord and free of all deduction,
abatement,  set-off, realty taxes, charges, rates, assessments, expenses, costs,
payments  or  outgoings  of  every  nature arising from or related to the Leased
Premises;  and  that  the  Tenant  shall  pay  all  such  taxes, charges, rates,
assessments,  expenses,  costs,  payments  and  outgoings.


GENERAL  TENANT'S  COVENANTS
----------------------------

8.     The  Tenant  further  covenants  and agrees with the Landlord as follows:

                                       5

<PAGE>

8.1     Fixtures
        --------

(a)     The  Tenant  may,  at  or  prior  to  the  expiration of the Term hereby
granted,  take,  remove
     and  carry  away  from  the  premises hereby leased all fixtures, fittings,
plan,  machinery,
     utensils,  shelving,  counters,  safes  or  other  articles upon the Leased
Premises  in  the
     nature  of  trade  or  tenants'  fixtures or other articles belonging to or
brought  upon  the
     Leased  Premises  by the Tenant, but the Tenant shall in such removal do no
damage  to
     the  Leased Premises, or shall make good any damage which may be occasioned
by  such
     removal.

(b)     The  Tenant  shall not remove or carry away from the Leased Premises any
building or     any plumbing, heating or ventilating plant or equipment or other
Building  services.

8.2     Tenant's  Insurance
        -------------------

(a)     The Tenant shall at its expense provide and maintain in force during the
Term  of this     Lease or of any renewal thereof plate glass insurance, for the
benefit  of  the  Landlord  and
     the  Tenant,  covering  all  plate  glass in the Leased Premises, including
plate  glass     windows  and  doors,  in  an amount equal to the full insurable
value  thereof,  and  public
     liability  and  property  damage insurance, for the benefit of the Landlord
and  the  Tenant,
     in such reasonable amounts as may be required by the Landlord in respect of
injury  of
     death  to  one  or  more  persons  or  property  damage.

(b)     All insurance shall be effected with insurers and brokers and upon terms
and  conditions satisfactory to the Landlord and copies of all policies shall be
delivered  to  the  Landlord  before  November  15,  1999.

(c)     All  such  policies  of  insurance  shall contain a clause requiring the
insurer  not to cancel or change the insurance without first giving the Landlord
thirty  (30)  days'  prior  written  notice  thereof.

(d)     The  Tenant agrees that if it does not provide or maintain in force such
insurance,  the
     Landlord  may take out the necessary insurance and pay the premium therefor
for  periods
     of  one  (1)  year  at  a time, and the Tenant shall pay to the Landlord as
Additional  Rent  the
     amount  of  such  premium  immediately  on  demand.

(e)     In  the  event  that  both the Landlord and the Tenant have claims to be
indemnified  under
     any  such  insurance the indemnity shall be applied first to the settlement
of  the  claim of the Landlord and the balance, if any, to the settlement of the
claim  of  the  Tenant.

(f)     All  such  policies  of  insurance shall contain a Waiver of Subrogation
clause  in  favour  of     the  Landlord.

8.3     Acts  Conflicting  with  Insurance
        ----------------------------------

(a)     The  Tenant shall not do or permit to be done any thing or any act which
may  render  void
     or voidable, or conflict with the requirements of any policy or policies of
insurance,
     including any regulations of fire insurance underwriters applicable to such
policy  or
     policies, whereby the Leased Premises or the Building are insured, or which
may  cause

                                       6

<PAGE>

     any  increase  in  premium  to  be  paid  in  respect of any such policy or
policies.

(b)     In  the  event  that  any such policy or policies is or are cancelled by
reason  of  any  act  or
     omission  of the Tenant, the Landlord shall have the right at its option to
terminate  this
     Lease  forthwith  by giving notice of termination to the Tenant, and in the
event  that  the
     premium  to  be paid in respect of any such policy or policies is increased
by  any  act  or
     omission  of the Tenant, the Tenant shall pay to the Landlord the amount by
which  said
     premium  shall  be  so  increased.

8.4     Repair
        ------

(a)     The  Tenant  covenants  with the Landlord to repair the Leased Premises,
including  glass  and  doors  of  the  Leased  Premises  and to leave the Leased
Premises  in  good repair, including interior painting if, in the opinion of the
Landlord,  such  painting is required for reasons other than reasonable wear and
tear or is required because of damage done by the Tenant to the Leased Premises,
and  to  permit the Landlord to enter and view the state of repair and to repair
according  to  notice  in  writing; reasonable wear and tear and damage by fire,
lightning and tempest, and other casualty against which the Landlord is insured,
and  repairs  required  to  the  roof  and  outside walls of the Building due to
structural  defects,  are expressly excepted from this covenant of the Tenant to
repair.  Provided  however,  that  if  the  Leased  Premises shall be damaged or
destroyed  through  negligence,  carelessness  or  misuse  by  the  Tenant,  its
servants,  agents,  employees  or  anyone  permitted  by  it to be in the Leased
Premises,  the  expense  of  the  necessary repairs, replacements or alterations
shall  be  borne  by the Tenant, who shall pay them to the Landlord forthwith on
demand.

(b)     The  Tenant  also  covenants with the Landlord to maintain and repair at
the  Tenant's  sole expense, during the whole of the Term herein, all equipment,
appurtenances  and  improvements  with  the  Leased  Premises, including without
limiting  the  generality  of  the  foregoing,  all  electrical  fixtures,  air
conditioning  equipment,  heating  equipment,  ventilation  equipment,  plumbing
fixtures  and equipment, wiring, and further to permit the Landlord to enter and
view  the  state of repair of same and to repair according to notice in writing;
provided however that reasonable wear and tear and damage by fire, lightning and
tempest  and  other casualty against which the Landlord is insured are expressly
excepted  from  this covenant.  Provided further that if such equipment shall be
damaged  or  destroyed or rendered inoperable or require replacement through the
negligence,  carelessness  or  misuse  by  the  Tenant,  its  servants,  agents,
employees or anyone permitted by it to be in the Leased Premises, the expense of
the  necessary repairs, replacements or alterations shall be borne by the Tenant
who  shall  pay  them  to  the  Landlord  forthwith  on  demand.

(c)     The  Landlord shall be responsible in the first instance to maintain and
repair  the  building
     structure  within  which  the  Leased  Premises  are  situate, and the roof
thereof,  provided
     however,  that  the  Landlord  shall  not  be responsible for any losses or
damages  of  the
     Tenant caused by structural damage to the Leased Premises provided that the
Landlord
     repairs  same  within  3  weeks of receiving written notice from the Tenant
that  structural
     repairs  are  required.

                                       7

<PAGE>

8.5     Use  of  Leased  Premises,  Alterations
        ---------------------------------------

(a)     The  Tenant  covenants  not  to use or permit the Leased Premises or any
part  thereof  to  be
     used  for  any purpose other than the purpose for which the Leased Premises
are  hereby
     leased,  namely  a venture development/management/consulting and audial and
visual     production  company.

(b)     The  Tenant  covenants  not  to  do  or  suffer  any  waste  or  damage,
disfiguration,  or  injury  to
     the  Leased  Premises  or  the  fixtures and equipment thereof or permit or
suffer  any
     overloading of the floors thereof; and not to place therein any safe, heavy
business
     machine,  or  other  heavy  thing,  without  first obtaining the consent in
writing  of  the     Landlord.

(c)     The  Tenant shall not without the prior written consent of the Landlord,
which  consent shall not be unreasonably withheld, make any alterations, repairs
or improvements to the Leased Premises.  The Tenant shall submit to the Landlord
detailed plans and specifications of any such work or installation when applying
for  consent, and the Landlord reserves the right to recover from the Tenant the
cost  of  having  its  architects  or  engineers  examine  such  plans  and
specifications.  The  Landlord  may  require  that any or all work to be done or
materials to be supplied with respect to alterations, repairs or improvements to
the Leased Premises shall be done or supplied by workmen or by contractors first
approved by the Landlord, such approval not to be unreasonably withheld.  In any
event, any or all work to be done or materials to be supplied hereunder shall be
at  the  sole  cost  and  expense  of  the Tenant and shall be done and supplied
hereunder  shall be at the sole cost and expense of the Tenant and shall be done
and  supplied  and  paid  for  in  the  manner  and  according  to the terms and
conditions, if any, as the Landlord may prescribe.  Any connections of apparatus
to  the electrical system other than a connection to an existing base receptacle
or  any  connection  of apparatus to the plumbing lines shall be deemed to be an
alteration  within  the  meaning  of  this  Clause.

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

(e)     Any  additions  to  or  alterations  of  the  Leased  Premises,  except
furniture,  trade  fixtures,
     counters, partitions and other improvements removable without damage to the
Leased
     Premises, shall become part of the realty and the property of the Landlord.

(f)     The Tenant shall not, without the prior written consent of the Landlord,
such  consent  not
     to  be  unreasonably withheld, put up any window drapes, blinds, awnings or
other  similar

                                       8

<PAGE>

     things.

8.6     No  Nuisance
        ------------

     The  Tenant  shall  not  at any time during the said term, use, exercise or
carry  on  or  permit
     or  suffer  to  be  used,  exercised  or  carried on, in or upon the Leased
Premises  or  any  part
     thereof  any  noxious  or  offensive  art,  trade,  business, occupation or
calling,  and  no  act,
     matter  or  thing  whatsoever  shall at any time during the said Term to be
done  in  or  upon
     the  Leased Premises or any part thereof which shall or may be used to grow
to  the
     annoyance,  nuisance,  damage  or disturbance of the occupiers or owners of
the  said
     Building  or  adjoining  lands  and  properties.

8.7     Compliance  with  Laws,  Etc.
        -----------------------------

The  Tenant  covenants  that  it shall promptly, at its expense, comply with and
observe the requirements of all statutes, by-laws, laws, ordinances, regulations
and  orders  at any time in force during the Term hereof which are applicable to
the  Tenant  or  the  condition,  maintenance,  use  or occupation of the Leased
Premises  by  the  Tenant, including any regulation, order or requirement of the
Canadian  Fire  Underwriters'  Association  or any successor body having similar
functions  and  of any liability or fire insurance company by which the Landlord
and  Tenant or either of them may be insured at any time during the Term hereof,
whether  or  not such state, by-law, law, regulation, ordinance or order be of a
kind now existing or within the contemplation of the Landlord or the Tenant, and
in  so  doing,  the  Tenant  shall  be required at its expense to make necessary
alterations, repairs, additions or deletions in, on or to the Leased Premises or
the  Landlord's  Property  or  any parts thereof and any equipment, machinery or
other  facilities in, on, upon, or used in connection with or appurtenant to the
Leased  Premises  or  any  part  thereof.

8.8     Indemnification
        ---------------

(a)     Save  as  otherwise  herein  provided,  the  Tenant  covenants  with the
Landlord  to  indemnify
     and  save  harmless  the Landlord from any and all payments and liabilities
required  to  be
     made  in  respect  of  the Leased Premises, but not including income taxes,
succession
     duties,  inheritance  taxes  and similar charges, personal to the Landlord,
and  without
     limiting the generality of the foregoing, shall indemnify and save harmless
the  Landlord
     from  any  and all liabilities, damages, costs, suits, actions and expenses
arising  out  of:

     (i)     any breach, violation or non-performance of any covenant, condition
or                    agreement  in  this  Lease  set forth and contained on the
part  of  the  Tenant  to  be
          fulfilled,  kept,  observed  and  performed;

     (ii)     any damage to property of the Tenant, any subtenant, licensee, and
all  persons
          claiming  through or under him, them, or any of them, or damage to any
other
          property  howsoever occasioned by the use and occupation of the Leased
          Premises;

     (iii)     any injury to person or persons, including death resulting at any
time  therefrom,
          occurring in or about the Leased Premises and/or sidewalks, loading or
other areas  adjacent  to  the  same.

                                       9

<PAGE>

(b)     Such  indemnification  in  respect  of  any  such  breach, violation and
non-performance,
     damage to property, injury or death, occurring during the Term of the Lease
shall
     survive  any  termination  of  the  Lease,  anything  in  this Lease to the
contrary
     notwithstanding;  provided  however  that  such indemnification shall in no
event  extend
     to  the  direct  primary  and  proximate  results  of the negligence of the
Landlord,  its
     agents,  employees  or  representatives.

8.9     Assigning
        ---------

(a)     The  Tenant  covenants  that  it shall not during the said Term, assign,
transfer or set over or otherwise by any act or deed procure the Leased Premises
or  any  of them to be assigned, transferred, set over or sublet unto any person
or  persons whomsoever, without the consent in writing of the Landlord first had
and  obtained,  such  consent  not  to  be  unreasonably  withheld.

(b)     All  costs  including  legal  fees and disbursements associated with any
request  to  assign  or
     assignment  of  this  Lease  shall be borne by the Tenant.  Any request for
permission  to     assign  this Lease shall be accompanied by a certified cheque
in  the  amount  of  $500.00,
     made  payable  to  the  Landlord,  on  account  of  any  such  costs.

(c)     In no event shall any assignment or subletting to which the Landlord may
have  consented  release  or  relieve  the  Tenant from his obligations fully to
perform  all the terms, covenants and conditions of this Lease on his part to be
performed.

8.10     Leave  in  Repair
         -----------------

     The  Tenant  will,  at  the  expiration or sooner determination of the said
Term,  peaceably
     surrender  and yield up unto the said Landlord the Leased Premises with the
appurtenances,  together  with all buildings, fixtures or erections which at any
time  during
     the  said  Term  shall  be  made  thereon  in  good repair and condition in
accordance  with  the
     Tenant's  obligation  to  repair  as  herein  before  contained.

8.11     Tidy  Condition
         ---------------

     The  Leased  Premises  and  every part thereof shall be kept in a clean and
tidy  condition,
     and no waste paper, garbage, ashes or waste or objectionable material shall
be  permitted
     to  accumulate  thereon.  The  Tenant  shall  place in containers of a type
approved  by  the
     Landlord all garbage and refuse, and such containers shall be deposited for
pickup  at
     such times and places as are designated in writing from time to time by the
Landlord.

8.12     Care  of  Premises
         ------------------

The  Tenant  shall  heat  the Leased Premises at its own expense during the Term
hereof  at
all  times  to  the extent necessary to prevent damage thereto by frost, and the
Tenant  shall
maintain in good operating condition and to the satisfaction of the Landlord the
plumbing  fixtures and heating and air conditioning equipment and shall keep the
same  in clean and good working order.  It is understood and agreed that in case
the  said  fixtures

                                       10

<PAGE>

and  equipment  or  any  part  thereof  shall be damaged or
destroyed  or  become  incapable  of performing their function, the Tenant shall
repair  or  replace  the  same.


LANDLORD  AND  TENANTS  COVENANTS
---------------------------------

9.     The  Landlord  and  the  Tenant  agree  with  the  other  as  follows:

9.1     Landlord  May  Perform

(a)     That  if  the Tenant shall fail to perform or cause to be performed each
and  every  one  of  the  covenants  and obligations of the Tenant in this Lease
contained,  the  Landlord,  without limiting any other remedy which it may have,
shall  have  the right at all times to enter the Leased Premises for the purpose
of  curing  any  such  default of the Tenant, and no such entry for such purpose
shall  be  deemed  to  work  a  forfeiture or termination of this Lease, and the
Tenant  shall  permit  such  entry.

(b)     The  Landlord  shall  give  not  less  than five (5) days' notice to the
Tenant  of  its  intention to enter the Leased Premises for such purpose but may
enter upon a shorter period of notice or without notice where, in the Landlord's
reasonable  judgment,  there  is  real  or  apprehensive  emergency or danger to
persons or property, or where any delay in remedying such default would or might
materially prejudice the Landlord.  For the purpose of curing the default of the
Tenant  under  the covenants of this Lease, the Landlord may perform or cause to
be  done  such  things  as  may  be  necessary or incidental thereto, (including
without  limiting  the  foregoing,  the  right  to  make  repairs, installation,
erections,  and  expend  moneys).  The  Tenant shall reimburse the Landlord upon
demand  for all expenses incurred by the Landlord in remedying any such default,
together  with  interest  thereon  at Bank prime plus 2% per annum from the date
incurred  until  paid.  The  Landlord shall be under no obligation to remedy any
default  of  the Tenant, and shall not incur any liability to the Tenant for any
action  or  omission  in the course of its remedying or attempting to remedy any
such  default  unless  such  acts  amounts  to  intentional  misconduct or gross
negligence  of  the  Landlord.

9.2     Quiet  Enjoyment
        ----------------

     That  upon  the  Tenant  paying  the  rent  hereby reserved and all amounts
recoverable
     hereunder  as  rent  reserved  and  any  arrears  under  this Lease and any
interest  payable  by     the  Tenant  in  respect  thereof,  within the periods
limited  herein  for  the  payment hereof,     and upon the Tenant observing and
performing  the  covenants  and  agreements  herein
     contained  within  the  periods  limited for the observance and performance
thereof,  the
     Tenant shall and may peaceably posses and enjoy the Leased Premises for the
Term
     hereby granted without any interruption or disturbance from the Landlord or
any  person     or  persons  claiming  by,  through  or  under  the  Landlord.

9.3     Negligence
        ----------

     That  except  when  caused by the negligence of the Landlord, its agents or
contractors,  the
     Landlord  shall  not  be liable nor responsible in any way for any personal
injury  that  may  be suffered or sustained by the Tenant or any employee of the
Tenant  or  any  customer of

                                       11

<PAGE>

the Tenant, or any other person who may be upon the
Leased  Premises  or  in or about the Building of which the Leased Premises form
part  or  on  the sidewalks, parking areas, lanes or street adjacent thereto, or
for  any  loss  of  or  damage  or  injury  to,  property belonging to or in the
possession  of  the  Tenant or any employee of the Tenant or any other person or
property caused by smoke, steam, water, ice, rain, snow or fumes which may leak,
issue  or flow into the Leased Premises from any part of the Landlord's Property
or  from  the  water  sprinkler,  drainage  or smoke pipes or plumbing equipment
therein  or  from any other place of quarter or caused by or attributable to the
condition  or  arrangement  of  any  electrical  or  other  wiring or of the air
conditioning  equipment  or  caused by anything done or omitted by any Tenant or
other  occupant.

9.4     Default,  Termination  and  Re-Entry
        ------------------------------------

     If  and  whenever:

(a)     the  Tenant  shall  default  in  the  payment  of  Rent or any other sum
required  to  be  paid  to     the  Landlord  by any provision of this Lease; or

(b)     the  Tenant  shall  default  in performing or observing any of its other
covenants  or obligations under this Lease, and the Landlord shall have given to
the  Tenant notice of that default, and at the expiration of five (5) days after
the  giving  of that notice the default shall continue to exist (or, in the case
of  a  default  which cannot with due diligence be cured within a period of five
(5)  days,  the Tenant shall have failed to proceed promptly after the giving of
that  notice  to  begin  to  cure the default or shall thereafter have failed to
carry  out  the  curing  of  the  default  with  diligence);  or

(c)     the  Terms  hereby  created  shall  be seized or taken in execution by a
creditor  of  the
     Tenant;  or

(d)     the  Tenant  shall  make an assignment for the benefit of the creditors,
shall  become
     bankrupt,  or shall make application for relief under the provisions of any
statute  now  or
     hereafter  in force concerning bankrupt or insolvent debtors, or any action
whatsoever,
     legislative  or  otherwise,  be  taken  with  a  view  to  the  winding up,
dissolution,  or
     liquidation  of  the  Tenant,  or  if  a  receiver  or  receiver manager is
appointed  for  all  or  a
     portion  of  the  property  of  the  Tenant;  or

(e)     the  Tenant  abandons  or  attempts  to  abandon  the Leased Premises or
attempts  to
     remove  its goods and chattels from the Leased Premises so that there would
not  be
     sufficient  goods on the Leased Premises subject to distress to satisfy all
rents  and
     arrears  hereunder;  or

(f)     if  the  Leased  Premises  have become and remain vacant for a period of
seven  (7)  days  or
     are  used  by  any  other  person  or  persons  than  those entitled to use
hereunder.

then  and  in  any of these cases the then current months rent together with the
rent  for  the  three  (3)  months next ensuing shall immediately become due and
payable,  and  the  Landlord,  may,  without notice or any form of legal process
whatsoever  immediately re-enter upon the Leased Premises or any part thereof in
the  name  of  the  whole,  whereupon  this  Lease  shall terminate immediately,
anything  contained  herein  or  in  any  statute  or

                                       12

<PAGE>

law  to  the  contrary
notwithstanding,  provided  however  that  termination  shall  be wholly without
prejudice to the right of the Landlord to recover arrears of rent or damages for
any  antecedent  breach  of  covenant  on  the  part  of the Tenant and provided
further,  that  notwithstanding  that termination, the Landlord may subsequently
recover  from  the  Tenant  all  losses,  damages, costs (including, but without
limitation,  legal  costs  on  a solicitor client basis) and expenses whatsoever
suffered  by  reason  of  the  Lease  having  been  prematurely  determined;

9.5     The  Tenant  waives  and  renounces the benefit of any present or future
statute  purporting  to  limit  or qualify the Landlord's right to distrain.  In
case  of  removal by the Tenant of the goods and chattels of the Tenant from the
Leased  Premises,  after  any  default  by  the Tenant of the provisions of this
Lease,  the  Landlord  may  follow  the  same  for  thirty  (30)  days.

9.6     In  any  of  the cases described above, the Landlord, in addition to the
other rights hereby reserved shall have to re-enter the Leased Premises as agent
of  the  Tenant,  either  by  force  or  otherwise, without being liable for any
prosecution therefore and on notice to the Tenant, either by force or otherwise,
without  being  liable for any prosecution therefore and on notice to the Tenant
to  re-lease  or  sublet, as the Tenant's agent, the Leased Premises or any part
thereof,  and  to apply the proceeds of that re-leasing or subletting on account
of rent due or in satisfaction of the breach of any covenant or agreement herein
contained  and  the  Tenant  shall  become  liable  for  the deficiency, if any,
together  with  the  Landlord's reasonable expenses of re-taking and re-letting,
including  legal  fees  as  between solicitor and client, and the Landlord shall
nevertheless  be  entitled to recover from the Tenant rent due for the remainder
of  the  Term,  in the event the Landlord has not so re-let, or, if the Landlord
has re-let, to recover from the Tenant the difference in rent payable by any new
tenant  of  the Leased Premises for the balance of the Term and that required to
be  paid  by  the  Tenant  under  this  Lease  for  the  balance  of  the  Term,
notwithstanding  in  either  case,  that  the Term shall not have ceased and the
Tenant  agrees  to  pay  that  amount  as  so  determined  promptly  on  demand.

9.7     Builders'  Liens
        ----------------

(a)     The  parties  hereto  agree  that  any building, erection, alteration or
improvements  placed  or  erected  upon  the Leased Premises shall become a part
thereof  and  shall not be removed and shall be subject to all the provisions of
this  Lease.  No  building, erection, alteration or improvement shall be erected
upon the Leased Premises without the prior written consent of the Landlord which
consent  shall  not  be  unreasonably  withheld.  The Tenant shall not suffer or
permit  any lien under the Builders' Lien Act or any like statute to be filed or
registered  against the Leased Premises or any fixtures or improvements thereon,
by  reason  of  work, labour, services and materials supplied or claimed to have
been  supplied  to the Tenant or anyone holding any interest in any part thereof
through  or  under  the  Tenant.

(b)     If  any  such  lien  shall at any time be filed or registered the Tenant
shall  procure     registration  of  a  discharge within ten (10) days after the
lien  has  come  to  the  notice  or
     knowledge  of  the  Tenant,  provided  however  that:

                                       13

<PAGE>

     (i)     should  the  Tenant  desire  to contest in good faith the amount or
validity  of any               lien and shall have so notified the Landlord, and

   (ii)   if  the  Tenant  shall  have  deposited with the Landlord or paid into
Court  to  the  credit  of  any  lien action the amount of the lien claim plus a
reasonable  amount  for  costs,  then  the Tenant may defer payment of such lien
claim  for a period of time sufficient to enable the Tenant to contest the claim
with due diligence, provided always that the Leased Premises or any part thereof
not  the  Tenant's leasehold interest therein shall not thereby become liable to
forfeiture  or  sale.

(c)     The  Tenant  shall defend on behalf of the Landlord at the Tenant's sole
cost  and  expense,     any  action,  suit  or  proceeding  which may be brought
thereon or for the enforcement of     such lien, liens or orders, and the Tenant
shall  pay  any  damages  and  satisfy  and     discharge  any judgments entered
thereon  and  save  harmless  the  Landlord  from  any  claim
     or  damage  resulting  therefrom.

(d)     It is further agreed that the Landlord may, but shall not be obliged to,
discharge  any  such lien if the Tenant shall fail to do so if in the Landlord's
judgment  the  whole  premises  or  any  part  thereof  of the Landlord's or the
Tenant's  interest  therein  become  liable  to  any  forfeiture  or  sale or is
otherwise in jeopardy, and any amount paid by the Landlord in so doing, together
with  all reasonable costs and expenses of the Landlord in connection therewith,
shall be reimbursed to the Landlord by the Tenant on demand and may be recovered
as  rent  in  arrears.

(e)     Nothing  herein  contained  shall  authorize  the  Tenant,  or imply any
consent  or agreement     on the part of the Landlord, to subject the Landlord's
estate  and  interest  in  the  whole
     premises  to  any  liens.

9.8     Expropriation
        -------------

(a)     If  the whole or any part of the Landlord's Property of which the Leased
Premises  form part shall be acquired or condemned by expropriation for a public
or  quasi-public  use  or purpose, then the Term of this Lease, at the option of
the  Landlord, shall cease and terminate after the date of title vesting and all
rent  and  other  moneys  shall be paid up to that date and Tenant shall have no
claim  against  the  Landlord for the value of any unexpired Term of this Lease.

(b)     In the event of any such expropriation, the Tenant shall not be entitled
to  any  part  of the award, as damages or otherwise, for such expropriation and
the  Landlord  is  to  receive  the full amount of such award, the Tenant hereby
expressly  waiving  any  right  or  claim  to  any  part  thereof.

(c)     Although  all damages in the event of any expropriation are to belong to
the  Landlord
     whether  such  damages are awarded as compensation for decrease in value of
the
     leasehold  or  to the fee of the Leased Premises, the Tenant shall have the
right  to  claim     and  recover from the expropriating authority, but not from
the  Landlord, such     compensation as may be separately awarded or recoverable
by  the  Tenant  in  the
     Tenant's  own  right  on  account  of  any  and all damages to the Tenant's
business  by
     reason  of the expropriation and for and on account of any costs or loss to
which  the
     Tenant  may  be  put  as  a  result  thereof.

                                       14

<PAGE>

9.9     Damage  or  Destruction  of  Leased  Premises
        ---------------------------------------------

(a)     If  and  whenever  the Leased Premises shall be destroyed, demolished or
damaged  by  fire  or  other cause, to such an extent that the same shall not be
capable  with due diligence of      being repaired, restored or rebuilt within a
period  of  one  hundred  and  twenty  (120)  days  after  the happening of such
destruction,  demolition  or  damage,  then  the  Landlord,  at  its option, may
terminate  this  Lease upon thirty (30) days' written notice to the Tenant given
within  fifteen  (15)  days  of  the date of such destruction or damage, and the
Tenant  shall thereupon immediately surrender the Leased Premises and this Lease
to  the Landlord and the rent shall be apportioned to the date of such damage or
destruction.

9.10     Status  Statement
         -----------------

Within  ten  (10)  days after request therefor by Landlord, or in the event that
upon  any  sale,  assignment,  lease  or mortgage of the Leased Premises, Tenant
agrees  to  deliver in a form supplied by Landlord a certificate to any proposed
mortgagee  or  purchaser,  or  to Landlord certifying (if such be the case) that
this  Lease  is  in  full  force  and  effect  and that there are no defenses or
set-offs  thereto,  or  stating  those  claimed  by  Tenant.


MISCELLANEOUS
-------------

10.     The  Landlord  and  the  Tenant further agree with the other as follows:

10.1     Landlord's  Right  to  Do  Work
         -------------------------------

     The Landlord and persons authorized by the Landlord shall have the right to
make     additions,  improvements, installations, alterations and repairs to the
Landlord's  Property
     (including  in  particular:

(a)     the  right  to  install  and  maintain  pipes,  wires,  ducts  and other
installations  in,  under  or  through  the Leased Premises with relation to the
supply  of  services to the Landlord's Property and including the right to enter
the  Leased  Premises  for  all  such  purposes;  and

(b)     the  right  to build an addition to the Property on or about the parking
lot,  thereby  creating  additional  rental  and  common  areas

and  the  Landlord  may  cause  obstructions  or  interference  with  the use or
enjoyment of the Leased Premises as may be reasonably necessary for the purposes
aforesaid provided such obstruction or interference is not such as would prevent
the  Tenant,  making  reasonable adjustment to the conduct of its business, from
continuing  to  carry  on  its business in the Leased Premises; and the Landlord
shall  make  all  such  additions,  improvements,  installations  and repairs as
expeditiously  as  reasonable  possible.  The  Tenant  agrees  that the Tenant's
Proportionate  Share may be amended accordingly, according to and changes in the
proportion  of  the  Leased  Premises  to the gross rental area of the Property.

                                       15

<PAGE>

10.3     Tenant's  Signs
         ---------------

The  Tenant  at  any  time  and  from time to time at its own expense, and after
obtaining  the  written consent of the Landlord, may install and maintain at the
front  of  the  Leased Premises any signs, advertising material, electric signs,
and other signs capable of being illuminated, all of which signs and advertising
material  shall  remain the property of the Tenant, who shall remove the same at
the  expiration  of  the  Terms  hereof;  provided it shall make good all damage
caused  by  such  removal.  The erection, size, location and design of all signs
outside  the  front of the Leased Premises shall be subject to the prior written
approval  of  the  Landlord  or  its architects, which shall not be unreasonably
withheld,  taking  into  account  the  character  and construction of the Leased
Premises,  the  nature  of  the  Tenant's  business, and the requirements of all
relevant  authorities;  provided such signs shall meet requirements of municipal
authority.

10.4     Overholding
         -----------

If,  at  the expiration of this Lease, the Tenant shall, with the consent of the
Landlord,  hold over for any reason, the tenancy of the Tenant thereafter shall,
in  the absence of written agreements to the contrary, be from month to month at
a  rent  per  month  equal  to the amount that is one-tenth of the annual rental
payable  by  the  Tenant in respect of the immediately preceding year under this
Lease,  such  rent  to be payable in advance on the first day of each month, and
such  tenancy  shall be upon and subject to all the terms and conditions of this
Lease, except that the tenancy shall be from month to month without any right of
renewal.

10.5     Landlord's  Re-Letting  Signs
         -----------------------------

The  Landlord shall have the right, within six (6) months from the expiration of
the  Term,  to  place upon the Leased Premises a notice of reasonable dimensions
and  reasonably  placed  so as not to interfere with the business of the Tenant,
stating  that  the  Leased Premises are for sale or to let, and further provided
that  the  Tenant  will not remove such notice or permit the same to be removed.

10.6     Collection  of  Other  Amounts  Due
         -----------------------------------

Any  sums, costs, expenses or other amounts from time to time due and payable by
the Tenant to the Landlord under the provisions of this Lease, whether by way of
indemnity  or  otherwise, and whether or not expressed to be rent hereunder, may
at  the  option  of  the  Landlord be treated as and deemed to be rent, in which
event  the  Landlord  will have all remedies for the collection thereof, when in
arrears, as are available to the Landlord for the collection of rent in arrears.

10.7     Interest  on  Amount  in  Arrears
         ---------------------------------

When  rent  or  any other amount payable hereunder by the Tenant to the Landlord
shall  be in arrears, the same shall bear interest at the rate of EIGHTEEN (18%)
percent  per  annum,  calculated  on  a daily basis, until paid and the Landlord
shall  have  all  remedies  for the collection of such interest, if unpaid after
demand,  as  in  the  case of rent in

                                       16

<PAGE>

arrears, but this stipulation for interest
shall  not  prejudice  or  affect  any other remedies of the Landlord under this
Lease.

10.8     Evidence  of  Payment
         ---------------------

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

10.9     Inspection
         ----------

During  the  Term  hereby  created, any person or persons may inspect the Leased
Premises  and  all  parts thereof at all reasonable times on producing a written
order  to  that  effect  signed  by  the  Landlord,  or  its  agents.

10.10     Remedies  of  Landlord  are  Cumulative
          ---------------------------------------

(a)     The  remedies of the Landlord specified in this Lease are cumulative and
are  in addition to any remedies of the Landlord at law or equity, and no remedy
shall  be  deemed  to  be exclusive, but the Landlord may from time to time have
recourse  to one or more or all of the available remedies specified herein or at
law  or  equity.

(b)     In  addition  to any other remedies provided in this Lease, the Landlord
shall  be  entitled  to
     apply  to  restrain  by injunction any violation or attempted or threatened
violation  by  the
     Tenant  of  any  of  the  covenants  hereof.

10.11     Effect  of  Waiver  by  Landlord
          --------------------------------

(a)     The failure of the Landlord to insist upon the strict performance of any
covenant  of  this
     Lease  shall not waive such covenant, and the waiver by the Landlord of any
breach  of     any  covenant  of  this  Lease  shall  not waive such covenant in
respect  of  any  future  or
     other  breach.

(b)     The  receipt  and acceptance by the Landlord of rent or other monies due
hereunder  with
     knowledge  of any breach of any covenant by the Tenant shall not waive such
breach.

(c)     No  waiver  by  the  Landlord shall be effective unless made in writing.


10.12     Condoning,  Etc.
          ----------------

It  is  further  agreed  that  any  condoning,  excusing  or  overlooking by the
Landlord,  if any default, breach or non-observance by the Tenant at any time or
times  in  respect  of  any  covenant,  agreement,  proviso  or condition herein
contained  shall  not  operate as a waiver of the Landlord's rights hereunder in
respect of any subsequent default, breach or non-observance, nor as to defeat or
affect  in  any  way  the  rights  of  the  Landlord  herein  in respect of such
subsequent  default,  breach  or  non-observance.

                                       17

<PAGE>

10.13     Subordination
          -------------

The  Tenant  covenants  and  agrees with the Landlord that the Tenant shall from
time  to  time upon the written request of the Landlord, enter into an Agreement
subordinating  the Term hereby demised and the rights of the Tenant hereunder to
any  mortgage  or  ground  lease,  present  or future, which includes the Leased
Premises.  Failure  to  provide  such  Agreement within 7 days of the Landlord's
written  request  for  same  shall be deemed to be a breach of this Lease by the
Tenant.

10.14     Impossibility  of,  or  Delay  in  Performance
          ----------------------------------------------

Whenever and to the extent that the Landlord shall be unable to fulfill or shall
be  delayed  or  restricted  in  the  fulfillment of any obligation hereunder in
respect of the supply or provision of heating or cleaning services, or any other
service  or utility or the doing of any work by reason of being unable to obtain
the  material, goods, equipment service, utility or labour required to enable it
to  fulfill such obligation or by reason of any statute, law or order-in-council
or  any  regulation or order passed or made pursuant thereto or by reason of the
order  or direction of any 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 or of the foregoing
character  or  not,  the Landlord shall be relieved from the fulfillment of such
obligation  and  the  Tenant  shall  not  be  entitled  to  compensation for any
inconvenience,  nuisance  or  discomfort  thereby occasioned.  There shall be no
deduction  from  the  rent  by  reason  of  any  such  failure  or  cause.

10.15     No  Liability  for  Indirect  Damage,  Etc.
          -------------------------------------------

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

10.16     Lease  Entire  Agreement
          ------------------------

There  is  no  promise,  representation  or  undertaking  by or binding upon the
Landlord  with  respect  to  any  alteration,  re-modelling  or decorating of or
installation  of  equipment  or  fixtures in the Leased Premises of the Building
except  such,  if  any,  as  is expressly set forth in this Lease and this Lease
contains  all  the  agreements  and  conditions made between the parties hereto.


11.     Notices,  Etc.
        --------------

(a)     any notice, request or demand herein provided for or given hereunder, if
given  by  the

                                       18

<PAGE>

     Tenant to the Landlord, shall be sufficiently given if mailed by registered
mail  was     follows:

     Kwong  Holdings  Ltd.
     c/o  Ken  Kwong
     3rd  Floor,  62  West  8th  Avenue,  Vancouver,  B.C.  V5Y  1M7

(b)     Any  notice  herein  provided  for  or  given  hereunder if given by the
Landlord  to  the     Tenant,     shall  be  sufficiently  given  if  mailed  by
registered  mail  as  follows:

     RAH  Media  Ventures  Corporation
     #610  -  938  Howe  Street,  Vancouver,  British  Columbia,  V6Z  1N9

(c)     Any notice mailed as aforesaid shall be conclusively deemed to have been
given  on  the     third  business day following the day on which such notice is
mailed as aforesaid.  Either     the Landlord or the Tenant may at any time give
notice  in writing 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 therein specified shall be deemed to be the address of
such  party  for
     the  giving  of  such  notice  thereafter.


ARBITRATION
-----------

12.     In  the  event  that any agreement is called upon to be made between the
parties  hereto concerning the renovation or repair of the demised premises, the
renewal  term  of  Lease or any matter or thing concerning or touching the Lease
then  the  matter  shall  be  referred  to  a single arbitrator who shall and be
appointed  pursuant  to  the provisions of the Arbitration Act being Chapter 14,
R.S.B.C.  1960  and amendments thereto, and the award of the arbitrator shall be
binding  upon  the  parties  hereto.  If  the  parties  cannot  agree  on a sole
arbitrator  within  seven  (7)  days of either the Lessor or the Lessee making a
demand  upon  the  other for arbitration then the party demanding an arbitration
shall  be  at  liberty  to  make  an application to a Supreme Court Judge of the
Province  of British Columbia for an appointment of an arbitrator.  In the event
that  an arbitration is carried out, the award of costs to the arbitration shall
be  in  the  discretion  of  the  arbitrator.


MISCELLANEOUS
-------------

13.     Unless the contrary intention appears, the words "Landlord" and "Tenant"
wherever  they  appear  in  this  Lease  shall  mean respectively "Landlord, his
executors,  administrators,  successors  and/or  assigns",  and  "Tenant,  its
administrators, successors and/or assigns", and if there is more than one Tenant
or Landlord, or the Tenant or Landlord is a female person or a corporation, this
Lease  shall be read with all grammatical changes appropriate by reason thereof;
and words importing the singular shall include the plural (and vice versa) where
the  context or circumstances so require; and if two or more persons are tenant,
all  their  obligations  shall  be  joint  and  several.

                                       19

<PAGE>

13.1     The Landlord and Tenant agree that the paragraph headings in this Lease
form  no  part  of  this  Lease,  and  shall be deemed to have been inserted for
convenience  for  reference  only.

13.2     Any  costs with respect to registration of this Lease in the Land Title
Office, including costs of provision of a plan of the Leased Premises acceptable
for such registration purposes, shall be paid by or otherwise be for the account
of  the  Tenant.

13.3     This  Lease  shall  endure  to  the  benefit of and be binding upon the
Landlord  and  the Tenant and their respective heirs, administrators, successors
and  assigns.


OPTION  TO  RENEW
-----------------

14.     If  the  Tenant  duly  and  regularly pays the rent and charges required
pursuant  to  this  Lease to be paid by the Tenant and performs all and every of
the  covenants,  provisions  and  agreements  herein  on the part to be paid and
performed,  whether  enforced  by the Landlord or not, and at the expense of the
Tenant,  the Tenant may, upon six (6) months notice in writing expiring prior to
the  termination  of  the Term, renew the within Lease for a further term of TWO
(2)  years  on  the same terms and conditions as set out in this Lease, save and
except as to the rent payable pursuant to paragraph 5 of this Lease and save and
except  as to this renewal clause.  The aforesaid TWO (2) year term shall be the
TWO (2) years commencing on the day subsequent to the termination of the Term of
this  Lease.  The  rent  to be paid by the Tenant for the renewal lease shall be
agreed  by  the Landlord and the Tenant together.  In the event that the parties
are  unable  to agree as to the rent to be paid within three (3) months prior to
the  expiry of the Term, then the rent to be paid shall be fixed by arbitration.
In  any  event  the rent shall not be less than the rent due in the last year of
the  Term.  PROVIDED  that  in  the  event  that  the  matter of the rent is not
determined  pursuant  to this clause upon the expiration of the within term, the
Tenant  shall  continue  paying the monthly rent set out herein plus ten percent
(10.00%)  until  the  matter  of  rent  is agreed upon or determined pursuant to
arbitration  as  set  out herein, and such monthly rent shall be credited to the
amount  found  to  be  due  as  rent  for  the  renewal term by the arbitrators.


Parking  Spaces
---------------

15.     The  Landlord  shall  allow  the  Tenant  the  use of two parking spaces
located  on  the  Lands.


Garage  Opener
--------------

16.     The  Tenant  shall  pay  the  sum  of Fifty ($50) for each garage opener
supplied  by  the  Landlord.


17.     Legal  Fees
        -----------

If  the  Landlord shall consider it desirable to retain the services of a lawyer
or  any other person reasonably necessary for the purpose of assisting the Lease
or  in  enforcing  any  of its


                                       20

<PAGE>


rights hereunder in the event of a default on the
part  of  the  Tenant, the Landlord shall be entitled to collect from the Tenant
the  cost  of  such  services  as  it  were  rent.


IN  WITNESS  WHEREOF  the  parties  hereto  have  hereunto  duly  executed these
presents:


KWONG  HOLDINGS  LTD.,  by  its         )
authorized  signatory                   )
/S/ JERRY KWONG                         )
________________________________        )
Name:  JERRY KWONG                      )
                                        )
                                        )


RAH  MEDIA  VENTURES                    )
CORPORATION  by  its  authorized        )
signatory                               )
/S/ RAY HAWKINS                         )
________________________________        )
Name:  RAY HAWKINS                      )
                                        )
                                        )