LEASE

THIS INDENTURE made the 1st day of August, 1999.

BETWEEN:

                  CHUNG PING CHENG and YUEH CHUN WU, 6790 Grant Place,  Burnaby,
                  British Columbia V5B 4X2

                  (hereinafter called the "Landlord")

                                                               OF THE FIRST PART

AND:

                  MILINX MARKETING GROUP INC. of Suite No. 900 - 1080 Howe
                  Street, Vancouver, British Columbia

                  (hereinafter called the "Tenant")

                                                              OF THE SECOND PART

WITNESS that in consideration of the rents, covenants and agreements hereinafter
reserved and contained on the part of the Tenant (and the Indemnitor, if any) to
be paid, observed and performed, the Landlord hereby demises and leases unto the
Tenant the Premises  hereinafter  described,  all on the terms,  conditions  and
covenants as hereinafter set forth.

1.   DEFINITIONS

1.1       In this Lease:

     (a)  "Base Building Work" means installation of the standard Building t-bar
          ceiling,  light fixtures,  sprinklers,  HVAC (including heat pumps and
          ducting) and window blinds;

     (b)  "Building" means the building of which the Premises form a part;

     (C)  "Commencement Date" means the earlier of:

          (i)  the date upon which the Tenant  first  carries on business in the
               Premises; and

          (ii) sixty (60) days after the Landlord  completes  the Base  Building
               Work;;
     (d)  "Deposit" means the deposit described in subsection 3.3.

     (e)  "Fixturing Period" means the period commencing the date upon which the
          Landlord  completes the Base Building Work and ending on the day prior
          to the Commencement Date;

     (f)  "Lands"  means  those  lands  and  premises  situate  in the  City  of
          Vancouver,  Province of British  comprising  District Lot 541,  Strata
          Plan LMS 1608;

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     (g)  "Lease  Year"  means  each  twelve  (12)  consecutive  calendar  month
          commencing  on the 1st day of the  month  following  the  Commencement
          Date;

     (h)  "Operating  Expenses"  means those  operating  expenses  described  in
          subsection 4.1 hereof;

          (i)  "Premises" means that portion of the Lands known as suite no. 801
               - 1080 Howe Street,  being Strata Lot 40, comprising one thousand
               two hundred and eighty-two (1,282) rentable square feet;

     (j)  "Rent" the term  "rent" used herein  shall  include  basic rent as set
          forth in subsections 3.1 and 17.1,  Operating  Expenses and additional
          rent as set forth in subsection 4.4; and

     (k)  "Term" means the period commencing on the Commencement Date and ending
          on the 30th day of June, 2004.

1.2  Interpretation.  Where  required,  the  singular  number shall be deemed to
     include the plural and the neuter  gender  shall  include the  masculine or
     feminine.  Where there is more than one  Tenant,  they shall be jointly and
     severally bound to the fulfillment of their obligations hereunder.

1.3  Severability.  If any  one or  more  of the  provisions  contained  in this
     Agreement should be invalid,  illegal or unenforceable in any respect,  the
     validity, legality and enforceability of such provision or provisions shall
     not in any way be affected or  impaired  thereby in any other  jurisdiction
     and the validity,  legality, and enforceability of the remaining provisions
     shall  not  in  any  way be  affected  or  impaired  thereby  in any  other
     jurisdiction and the validity, legality and enforceability of the remaining
     provisions  contained  herein  shall not in any way be affected or impaired
     thereby;

1.4  Included  Words.  Words  importing  the  singular  include  the  plural and
     vice-versa, and words importing gender include all genders.

1.5  Entire Agreement.  This Agreement  constitutes the entire agreement between
     the parties  pertaining  to the subject  matter hereof and  supersedes  all
     prior agreements, understandings, negotiations and discussions whether oral
     or written, of the parties and there are no warranties,  representations or
     other agreements  between the parties in connection with the subject matter
     hereof except as specifically set forth herein.

1.6  Headings.  The section and  subsection  headings  are  included  solely for
     convenience,  are not intended to be full or accurate  descriptions  of the
     content, or to be considered part of this Agreement.

1.7  Cross-references. Unless otherwise stated, all references in this Agreement
     to a designated  "section",  "subsection"  or other  subdivision  is to the
     designated section, subsection or other subdivision of this Agreement.

1.8  Currency.  Unless  otherwise  indicated,  all dollar amounts referred to in
     this Agreement are in Canadian funds.

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1.9  Governing Law. This Agreement shall be construed and enforced in accordance
     with the laws of the Province of British  Columbia,  and the laws of Canada
     applicable  therein,  and will be  treated  in all  respects  as a  British
     Columbia contract.

2.   TERM

2.1  The  Landlord  leases the  Premises  to the Tenant for and during the Term,
     unless sooner terminated as hereinafter provided.

3.   BASIC RENT

     BasicRent.  The Tenant shall pay  throughout the Term,  without  deduction,
     setoff  or  abatement,  to the  Landlord  at the  address  of the  Landlord
     specified  herein or to such  other  place as the  Landlord  may  direct in
     writing from time to time, basic rent, commencing on the Commencement Date,
     payable in  advance on the first day of each month by way of equal  monthly
     installments as follows:

                               Basic Rent Per Square
             Period              Foot Per Annum        Period            Monthly
             of Term                  Triple Net       Basic Rent     Basic Rent
         --------------        ---------------------   ----------     ----------
         Commencement                  $11.00          To be          To be
         Date to June 30,                              Calculated     Calculated
          2001

         July 1, 2001-                 $11.50          $14,743.00      $1,228.58
          June 30, 2002

         July 1, 2002-                 $12.00          $30,768.00      $1,282.00
          June 30, 2004

3.2  Adjustments.  In the event that the Commencement  Date is not the first day
     of the month,  or in the event the Lease expires or is determined on a date
     other than the last day of the month,  the rent payable  hereunder shall be
     adjusted accordingly.

3.3  Deposit.  The  Landlord  acknowledges  being in  receipt  of a  damage  and
     security  deposit  (the  "Deposit")  from the  Tenant in the amount of Four
     Thousand Two Hundred Sixty-Two ($4,262.00) Dollars,  which sum the Landlord
     will hold  without  interest and apply  against the Rent due together  with
     Goods and Services Tax thereon in respect of the last two (2) months of the
     Term, provided that:

     (a)  the Tenant has not  committed any default under the Lease prior to the
          time of such application;

     (b)  the Premises are not damaged and are left in a condition  satisfactory
          to the Landlord upon the expiration or termination of this Lease; and

     (c)  the Tenant has not failed to vacate the Premises at the proper time.

     If any of the  foregoing  has  occurred,  the  Landlord  shall be  entitled
     (without  prejudice to any other  rights and  remedies  available to it) to
     use, retain or apply all or part of the Deposit for

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     the  payment  of any rent  which  the  Tenant  has not paid  when due or as
     compensation  on account of any loss or damage  arising  from the breach or
     default by the Tenant of any provision of this Lease. If the Landlord uses,
     retains  or applies  all or part of the  Deposit  for a purpose  other than
     payment of the aforesaid months' Rent plus Goods and Services Tax, then the
     Tenant will, forthwith upon demand, pay to the Landlord the amount required
     to restore the Deposit to its original amount.

4.   ADDITIONAL PAYMENTS

4.1  Definition  of  Operating  Expenses.  "Operating  Expenses"  shall mean and
     include all expenses incurred and payable in connection with the ownership,
     operation,  maintenance,  repair and  management  of the  Premises  and the
     improvements  thereon  and,  without  restricting  the  generality  of  the
     foregoing, shall include:

     (a)  all taxes, rates and assessments,  whether general or special,  levied
          or assessed  for  municipal,  school or other  purposes,  or levied or
          assessed by any lawful  government  authority  for such  purposes with
          respect  to the  said  Premises,  but  excluding  taxes on  income  or
          profits;

     (b)  the cost of insurance  which the Landlord may obtain in respect of the
          Premises,  and any  deductible  amount up to a maximum of One Thousand
          ($1,000.00) Dollars applicable to any claim made by the Landlord under
          such insurance;

     (C)  maintenance fees,  assessments,  management fees and all other charges
          and  expenses  charged by the  Strata  Corporation  including  but not
          limited to such charges for repairing,  operating and  maintaining the
          Building  and  the  equipment   servicing  the  Building  and  of  all
          replacements  and  modifications  to the Building and such  equipment,
          including  those  made in order to  comply  with  laws or  regulations
          affecting  the  Building or the  Premises  but  excluding  any special
          assessments  levied by the Strata Corporation in respect of repairs to
          the  Building or the  Building's  structural  walls,  roof,  plumbing,
          heating and ventilation systems, or exterior;

     (d)  all  ordinary  costs  and  expenses  of the  Landlord  for  repairing,
          operating and maintaining the Premises and the equipment servicing the
          Premises; and

     (e)  any and all  license  fees and taxes  imposed in  connection  with the
          occupancy  of the  Premises  or with the  particular  business  of the
          Tenant or in connection  with any form of equipment or machinery  used
          by the Tenant in the Premises.

4.2  Payment of  Operating  Expenses.  The Tenant  shall pay one hundred  (100%)
     percent of the  Operating  Expenses.  The amount of Operating  Expenses and
     other  additional rent which the Tenant is to pay under this Lease shall be
     estimated  by the  Landlord  for the Lease  Year and the  Tenant  shall pay
     1/12th of such estimated amount and monthly  installments in advance on the
     first day of each and every month throughout the Term.  Notwithstanding the
     foregoing,  if the  Landlord is  required to prepay any amount  which it is
     entitled to collect in whole or in part from the Tenant, including, but not
     limited  to, the  expenses  referred  to in  subsection  4.1(a),  or if the
     Landlord is required to pay any such amount more frequently and required as
     at the  commencement  date of the Term  then the  Tenant  shall  pay to the
     Landlord such amount  calculated  in accordance  with this Lease forth with
     upon demand.  Within  ninety (90) days after the end of each Lease Year the
     Landlord  shall  furnish to the Tenant a statement of the actual costs upon
     which the Operating Expenses and additional rent are -4-


<PAGE>


     calculated.  If the amount  payable by the Tenant as shown on the statement
     is greater or less than the Operating  Expenses and additional rent paid by
     the Tenant then the amount  refundable  to the Tenant or due and payable to
     the Landlord,  as the case may be, shall be made within  fourteen (14) days
     after delivery of the statement.

4.3  Net  Lease.  Except as may be  otherwise  provided  herein  with  regard to
     structural  and other capital  repairs to the Building  which are to be the
     Landlord's  costs  hereunder,  the  parties  hereto  agree that it is their
     purpose,  intent and agreement that the rent herein shall be absolutely net
     to the Landlord so that this Lease shall yield net to the Landlord the rent
     free of any charges, assessments, impositions or deductions of any kind and
     without abatement,  deduction or setoff and under no other circumstances or
     conditions, whether now existing or hereafter arising or whether beyond the
     present  contemplation  of the  parties,  shall the Landlord be required to
     make any payments of any kind  whatsoever,  or be under any  obligation  or
     liability  hereunder.  All costs,  expenses and other  obligations of every
     kind and nature whatsoever  relating to the premises  including  additional
     rent shall be paid by the Tenant (except as herein expressly set forth).

4.4  Additional Rent.  Without  prejudice to any of the remedies of the Landlord
     herein,  any money  payable by the Tenant to the Landlord  hereunder  other
     than basic rent,  whether defined as rent or otherwise,  shall be deemed to
     be rent,  shall be paid as additional  rent,  shall be  collectible as rent
     and, unless  otherwise  provided in this Lease,  shall be payable either on
     demand or when stated herein to be due or if not so stated and arising from
     payments made by the Landlord,  then same shall be due and be paid with the
     monthly  instalment of rent following the date that payment was made by the
     Landlord.

4.5  Rent Arrears. Any rent not paid on the due date shall, without prejudice to
     any of the rights of the Landlord  arising from such breach,  bear interest
     at the prime rate of  interest  charged by the  Hongkong  Bank of Canada on
     commercial  loans to its most credit  worthy  customers in Canada plus five
     (5%) percent per annum from such due date until paid.

4.6  GST.  Notwithstanding  any other provision of this Lease,  the Tenant shall
     pay to the  Landlord an amount  equal to any and all Goods and Services Tax
     at the full tax rate  applicable  from time to time in  respect of the rent
     payable and  property  taxes of the  Premises  pursuant to this Lease.  The
     amount  of  Goods  and  Services  Tax so  payable  by the  Tenant  shall be
     calculated by the Landlord in accordance  with the  applicable  legislation
     and shall be paid to the  Landlord at the same time as the amounts to which
     such Goods and Services Tax apply.  The amount  payable by the Tenant under
     this subsection shall be deemed not to be rent, but the Landlord shall have
     all of the same  remedies  for and rights of  recovery of such amount as it
     has for recovery of rent under this Lease.

5.   USE OF THE PREMISES

5.1  Nature  of  Business.  The  Tenant  shall  use  the  Premises  continuously
     throughout  the Term for the purpose of a business  office only  (including
     internet system  development and telecom related purposes) and for no other
     purposes  without the prior written consent of the Landlord,  which consent
     the Landlord may arbitrarily  withhold in its sole discretion and,  subject
     to the  provisions  of section 12 hereof,  shall not permit any part of the
     Premises to be used or occupied  by any person  other than the Tenant,  its
     employees and invitees.


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5.2  Business  Name.  The Tenant will  conduct  business on or from the Premises
     under the name of "Milinx  Marketing  Group" and the names of the  Tenant's
     affiliated companies.

6.   TENANT'S COVENANTS

     THE TENANT COVENANTS WITH THE LANDLORD:

6.1  Rent. To pay rent and to pay all sums payable  herein as  additional  rent,
     without any abatement, setoff, compensation or deduction whatsoever.

6.2  Utility  Charges.  To pay  promptly  all charges for gas,  water and sewer,
     electricity,  telephone  service,  fuel and other utilities  supplied to or
     used by the Tenant or consumed in or on the Premises.

6.3  Overloading  Utility  Facilities.  Not to  install  equipment  in or on the
     Premises that may exceed or overload the capacity of utility facilities.

6.4  Overloading  Floors.  Not to place in or on the  Premises  any safe,  heavy
     equipment or other heavy item, which may exceed the  specifications for the
     Building  relating to bearing  loads,  without  obtaining the prior written
     consent of the Landlord.

6.5  Maintenance.  To pay all charges for the operation and  maintenance  of all
     equipment,  facilities  and services,  including  lighting,  mechanical and
     heating  and  air  conditioning   facilities,   and  of  all  computer  and
     telecommunications  equipment and services,  and all charges for re-lamping
     of light fixtures within the Premises.

6.6  Glass.  To restore  forthwith at the Tenants  expense and with glass of the
     same colour and quality, any broken or damaged glass on the Premises.

6.7  Metering.  At its own expense,  if requested  by the  Landlord,  to install
     separate  meters  to  record  the  rate  of  consumption  of the  utilities
     described in subsection 6.2 hereof.

6.8  Repairs.  To maintain  and keep in good  repair,  at its own  expense,  the
     Premises  including  any  leasehold  improvements  and all  trade  fixtures
     therein,  the  store  front,  all  glass  and  utilities  and all  heating,
     air-conditioning  and ventilating  equipment  therein,  save and except for
     structural   defects  and  for   maintenance   and  repairs  that  are  the
     responsibility  of the  Strata  Corporation,  and to  forthwith  repair the
     Premises according to notice given in writing by the Landlord or its agents
     where such repairs are the Tenants responsibility hereunder.

6.9  Entry to Inspect.  To permit the  Landlord,  its agents or employees at all
     reasonable times and at any time in the case of an emergency,  to enter and
     view the state of repair and to repair  the  Premises  according  to notice
     given in writing as provided in subsection 6.8 hereof, to the extent of the
     obligations of the Tenant as herein provided.

6.10 Condition of Premises.  To keep the Premises  free of rubbish and debris at
     all times and to provide proper receptacles for waste and rubbish.

6.11 Waste and  Nuisance.  Not to do,  suffer or permit any act or neglect which
     may in any manner,  directly or  indirectly,  cause injury or damage to the
     Premises or to the Building or to any equipment therein, or to any fixtures
     or appurtenances thereof or which may be or

                                       -6-


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     become a nuisance or  interference  to any of the occupants of the Building
     or which may, in the opinion of the  Landlord,  render the  Building or any
     part thereof less  desirable  or injure the  reputation  thereof as a first
     class building.

6.12 Hazardous Materials.  To ensure that the Tenant, its agents,  employees and
     contractors shall not use,  manufacture,  store or dispose of any flammable
     explosives,  hazardous  or toxic  wastes  or  materials,  or other  similar
     substances on, under or about the Premises or the Building.

6.13 Rules and  Regulations  of the Landlord.  To ensure that the Tenant and its
     servants,  employees and agent shall observe faithfully and comply strictly
     with such reasonable rules and regulations as the Landlord may from time to
     time adopt. Written notice of any additional rules and regulations shall be
     given to the Tenant.  Nothing in this Lease contained shall be construed to
     impose upon the  Landlord any duty or  obligation  to enforce the rules and
     regulations,  or the terms,  covenants  or  conditions  in any other  lease
     against any other tenant or occupant of the Building and the Landlord shall
     not be liable to the Tenant for violation of the same by any other occupant
     or tenant, its servants, employees, agents, visitors or licensees.

6.14 Signs. Not to paint, display,  inscribe,  place or affix any sign, fixture,
     advertisement, notice, lettering or direction on any part of the outside of
     the Building or the Premises or which would be visible from the outside the
     Building or the Premises  without the  Landlord's  prior  written  consent,
     which consent the Landlord may arbitrarily withhold in its sole discretion.

6.15 Show  Premises.  During  the last six (6)  months  of the Term to  permit a
     notice  "To Let" to be put and  remain  on the  Premises  in a  conspicuous
     position  and to permit the  Landlord or its agents to exhibit the Premises
     to  prospective  tenants  during normal  business  hours and to exhibit the
     Premises for the purposes of the Landlord's own financing,  refinancing and
     to exhibit the Premises to any prospective  purchaser of the Building or of
     the  Landlord's  interest  therein  but  not  so  as  to  cause  any  undue
     interference of the Tenant's business.

6.16 Insurance.  To obtain and maintain throughout the Term and any extension or
     renewal thereof,  at the expense of the Tenant, but for the common benefit.
     of the Landlord and the Tenant:

     (a)  comprehensive general public liability (including bodily injury, death
          and property damage)  insurance on an occurrence basis with respect to
          the  business  carried on, or in or from the  Premises and the Tenants
          use  and   occupancy   thereof   of  not  less  than   Three   Million
          ($3,000,000.00) Dollars; and

     (b)  all risk direct damage  insurance upon its fixtures,  improvements and
          all parts of the  Premises  which the  Tenant is  obligated  to repair
          under  subsections 6.6 and 6.8 hereof,  to the full replacement  value
          thereof, and broad boiler insurance on any boiler in the Premises; and

     each insurance  referred in  subsections  6.16(a) and (b) shall include the
     Landlord as a named  insured as its interest may appear,  and shall protect
     the  Landlord  in respect of claims by the Tenant as if the  Landlord  were
     separately  insured;  and all  insurance  required to be  maintained by the
     Tenant  hereunder shall be on terms and with insurers to which the Landlord
     has no reasonable  objection  and shall  provide that such  insurers  shall
     provide  to  the  Landlord   thirty  (30)  days  prior  written  notice  of
     cancellation or material alteration of such

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     terms.  The Tenant  shall  furnish to the  Landlord  certificates  or other
     evidence  acceptable to the Landlord as to the insurance  from time to time
     required to be effected  by the Tenant and its renewal or  continuation  in
     force.  If the Tenant shall fail to take out,  renew and keep in force such
     insurance, the Landlord may do so as the agent of the Tenant and the Tenant
     shall repay to the  Landlord  any amounts  paid by the Landlord as premiums
     forthwith upon demand.  If any policy of insurance upon the Building or the
     Premises or any part thereof shall be cancelled by the insurer by reason of
     the use or  occupation of the Premises or any part thereof by the Tenant or
     by anyone permitted by the Tenant to be on or in the Premises, the Landlord
     may, at its option,  determine  this Lease  forthwith  by leaving  upon the
     Premises notice in writing of its intention to do so and thereupon rent and
     any other payments for which the Tenant is liable under this Lease shall be
     paid in  full to the  date of  such  determination,  and the  Tenant  shall
     immediately  deliver up  possession of the Premises to the Landlord and the
     Landlord may re-enter and take possession of the Premises.

6.17 Invalidation of Insurance.  Not to do or permit anything to be done whereby
     any policy of insurance on the Building or the Premises or any part thereof
     may become void or voidable or whereby the premium thereon may be increased
     other than in the ordinary course of business as permitted under subsection
     5.1.

6.18 Notice of Defects. To give the Landlord immediate notice in case of fire or
     accident or malfunctioning  of any of the mechanical or electrical  systems
     in the Premises or in the Building of which the Tenant or its employees may
     be aware.  The Tenant  covenants and agrees that the Landlord  shall at all
     times be at liberty to approve of and permit the  erection or  placement of
     signs and  advertisements  by other  tenants in the  Building  of which the
     Premises herein form a part on the exterior of the said Building.

6.19 Governmental Regulations.  To abide by and comply with all bylaws, building
     codes, rules and regulations of any federal, provincial, municipal or other
     governmental authority which in any manner relate to or affect the Premises
     and the conduct of the Tenant's  business thereon and to indemnify and save
     harmless the Landlord from any costs, charges and damage which the Landlord
     may incur or suffer by  reason of the  breach of any such  bylaw,  building
     code, rule or regulation.

6.20 Indemnity.  To indemnify the Landlord and save it harmless from any and all
     liability,  damage,  cost,  claims, and causes of action whatsoever arising
     from any breach or violation by the Tenant of any of the Tenants  covenants
     or  obligations  under  this  Lease or from the use and  occupation  of the
     Premises  by  the  Tenant  hereunder,  its  employees,  agents,  customers,
     contractors or other invitees,  licensees or  concessionaires  or by anyone
     permitted by the Tenant to be on the Premises, or from the Tenant's failure
     to abide by and  comply  with all  laws,  rules  and  regulations  of every
     municipal  or other  authority  which in any manner may relate to or affect
     the business conducted on or the use of the Premises by the Tenant.

6.21 Peaceful  Surrender.  At the  expiration  of the Term or any  extension  or
     renewal  thereof,  or upon sooner  termination of this Lease,  to peaceably
     surrender and yield up to the Landlord the Premises in good and substantial
     condition and repair.

                                      -8-


<PAGE>


7.   THE LANDLORD COVENANTS WITH THE TENANT:

7.1  Quiet Enjoyment. For quiet enjoyment.

7.2  Repairs.  The  Landlord  shall use its best  efforts  to cause  the  Strata
     Corporation  to repair and maintain  the Building and the  structure of the
     Premises and all systems and equipment  servicing the Premises,  subject to
     section 10.

8.   IMPROVEMENTS

8.1  Alterations.  The Tenant agrees not to make any  alterations,  additions or
     improvements in or to the Premises  without  obtaining the Landlord's prior
     written consent, such consent not to be unreasonably  withheld.  The Tenant
     shall  provide the Landlord  with all  drawings,  specifications  and other
     information  required by the Landlord in respect of such  proposed work and
     shall  reimburse  the  Landlord  for  any  costs  incurred  in  respect  of
     professional  consultants  retained  by the  Landlord  to  assist  with the
     Landlord's  assessment of such proposed  work.  All such work shall be done
     only by  contractors  or tradesmen or mechanics  approved in writing by the
     Landlord  and at the  Tenant's  sole  expense  and at such time and in such
     manner  as  the  Landlord  may  approve.   No  alterations,   additions  or
     improvements  shall  be made  to the  Premises  without  the  Tenant  first
     obtaining  all  necessary  permits  (including  building  permits) and said
     alterations,  additions or improvements shall be carried out diligently and
     in a timely and workmanlike  manner until all necessary final approvals are
     obtained including final inspections from all requisite  departments of the
     City of Vancouver.

8.2  Intentionally Deleted.

8.3  Builders  Lien. The Tenant shall  indemnify and save the Landlord  harmless
     from and against all claims which may arise  pursuant to the Builders  Lien
     Act of British  Columbia  as it may from time to time be amended in respect
     of any  materials  or services  supplied in respect to the Premises and the
     Tenant shall  forthwith  remove any builders liens placed against the lands
     of which the  Premises  form a part and the Tenant shall allow the Landlord
     to post and to keep posted on the  Premises  any notice  which the Landlord
     may wish to post under the provisions of the said Builders Lien Act.

8.4  Tenants  Chattels.  All articles of personal  property  and all  furniture,
     business  and  trade  fixtures,  and  machinery  and  equipment,  owned  or
     installed by the Tenant at the expense of the Tenant in the Premises  shall
     remain the  property  of the Tenant and may be removed by the Tenant at its
     expense,  provided  that the Tenant shall repair any damage to the Premises
     or the Building caused by the removal of same and further  provided that if
     the Tenant does not remove such property  forthwith after written demand by
     the Landlord,  such property  shall, if the Landlord  elects,  be deemed to
     become the  property of the Landlord or the Landlord may remove the same at
     the expense of the Tenant,  in which case the cost of such removal shall be
     paid by the Tenant  forthwith  to the  Landlord on demand and the  Landlord
     shall not be responsible for any loss or damage to such property because of
     such removal.

8.5  Fixturing  Period.  During the  Fixturing  Period the Tenant may occupy the
     Premises jointly with the Landlord and the Landlord's contractor and agents
     and shall not be responsible for basic

                                       -9-


<PAGE>


     rent  and  additional  rent  hereunder,  except  that the  Tenant  shall be
     responsible for the utility costs separately  metered or charged in respect
     of the  Premises  and shall be bound by all other  terms of this Lease from
     the date of first  occupancy  of the Premises by the Tenant for the purpose
     of fixturing the Premises.

8.6  Completion of the Premises.  The Tenant shall be  responsible  for all work
     required by the Tenant to complete the Premises for occupancy including the
     installation  of  all  telephone,   computer  and  special   communications
     equipment,   wiring  and  fixtures.  Any  work  for  which  the  Tenant  is
     responsible  shall be  designed,  performed  and  completed  subject to the
     Landlord's approval,  not to be unreasonably withheld, it being agreed that
     such work shall be completed within the Fixturing Period.

8.7  Failure to Open for Business.  If the Tenant fails to open the Premises for
     business fully fixtured, stocked and staffed by the expiry of the Fixturing
     Period then the Landlord, in addition to the remedies herein provided,  may
     terminate  this Lease  upon not less than  thirty  (30) days  notice to the
     Tenant  unless the Tenant opens for business  fully  fixtured,  stocked and
     staffed before the expiration of the notice.

9.   LIMITATIONS ON LANDLORD'S LIABILITY

9.1  General Limitation of Liability.  The Landlord shall not be responsible for
     any damage  which may be caused nor shall the Tenant be  entitled  to claim
     any diminution of rent or other compensation should it become advisable, in
     the sole  discretion of the  Landlord,  to stop, or if there is otherwise a
     stoppage in, the operation of any heating apparatus or any air conditioning
     apparatus or any electric or water service, or any of the engines,  boilers
     or machinery pertaining thereto but in such case the Landlord shall use its
     best efforts to  recommence  any such  operations as may have been affected
     and the Landlord  shall not be liable for any damage which may be caused to
     the Tenant or to the employees of the Tenant as a result of such stoppages.
     The  Landlord  shall not be liable for any damage in or upon the  Premises,
     arising  from any  reason or cause  whatsoever,  including  any  default or
     neglect by the Strata  Corporation  relating to its  responsibilities  as a
     strata  corporation,  or for any personal injuries sustained by the Tenant,
     its  officers or  employees  or other  persons,  or for any  property  loss
     howsoever  occurring  and the Tenant shall have no right to  diminution  of
     rent in any of such cases;  and, without  restricting the generality of the
     foregoing,  the  Landlord  shall not be liable  for any injury or damage to
     person or property resulting from fire, explosion,  falling plaster, steam,
     gas,  electricity,  water,  rain,  or snow or  leaks  from  any part of the
     Building,  or from pipes,  appliances  or plumbing  works or from the roof,
     street or subsurface or from any other place or by dampness or for any such
     injury or damage by any cause of whatsoever nature.

9.2  Interruptions.  The Landlord  does not warrant that any service or facility
     provided by it hereunder will be free from interruption  caused or required
     by  maintenance,   repairs,   renewals,   modifications,   strikes,  riots,
     insurrections, labour controversies,  accidents, fuel shortages, government
     intervention, force majeure, act of God or other cause or causes beyond the
     Landlord's  reasonable  care and  control.  No such  interruption  shall be
     deemed an eviction or disturbance of the Tenant's enjoyment of the Premises
     nor render the  Landlord  liable in damages to the Tenant nor  relieve  the
     parties from their obligations under this Lease. -10-


<PAGE>


9.3  No Representations. The Tenant acknowledges having made its own independent
     investigation  of the Premises and of the Building and as to the  condition
     of same and as to the  laws,  by-laws  and  regulations  which  affect  the
     operation of any  business in the  Premises  and the Tenant  states that in
     entering  into  this  Lease it has not  relied  on any  representations  or
     promises as to these or other matters by the Landlord and states that there
     are no representations, warranties or conditions other than those expressed
     in this Lease and no agreement  collateral hereto shall be binding upon the
     Landlord unless made in writing and signed by or on behalf of the Landlord.

10.  DAMAGE TO OR DESTRUCTION OF THE PREMISES

10.1 Damage and  Repair.  In the event that the  Premises  or the  Building  are
     damaged by fire or other casualty so as to render the Premises partially or
     wholly unfit for occupancy then:

     (a)  if the damage  cannot be  repaired  in the  opinion of the  Landlord's
          architect within one hundred twenty (120) days after the date thereof,
          the Landlord may  terminate  this Lease as of the said date, by notice
          to the Tenant  within  thirty (30) days after such damage and, in that
          case,  the Tenant  shall  immediately  surrender  the  Premises to the
          Landlord  and  shall  pay rent  accrued  to the date on which the said
          damage   occurred  but  shall  not  be  entitled  to  any  damages  or
          compensation;

     (b)  if  the  damage  can be  repaired  in the  opinion  of the  Landlord's
          architect  within one hundred twenty (120) days after the date thereof
          or if the Landlord shall not have given notice of termination pursuant
          to the provisions of subsection 10.1(a) hereof, the Landlord shall, or
          the Tenant,  or both,  as the case may be  (according to the nature of
          the damage and their  respective  obligations  to  repair),  forthwith
          commence and carry out with due diligence the repair thereof, and this
          Lease shall continue in full force and effect.

     In the event of  substantial  damage to the  Building  such that the Strata
     Corporation resolves not the rebuild the Building then, notwithstanding the
     foregoing, this Lease shall be terminated as of the date of the damage and,
     in that case,  the Tenant shall  immediately  surrender the Premises to the
     Landlord  and shall pay rent  accrued to the date on which the said  damage
     occurred but shall not be entitled to any damages or compensation.

10.2 Abatement of Rent. Unless the damage under subsection  10.1(b) is caused by
     the  negligence of the Tenant or its assignee,  sublessee,  concessionaire,
     licensee, or officer,  employee,  customer or other invitee of any of them,
     the rent  payable  under this Lease  shall  abate  proportionately,  having
     regard  to such  part of the  Premises  as have  been  rendered  unfit  for
     occupancy,  until the repairs which are the obligation of the Landlord have
     been completed.

11.  EXPROPRIATION

11.1 If the Building shall be acquired or condemned by any authority  having the
     power for such acquisition or condemnation,  for any public or quasi-public
     use or  purpose,  then and in that event the Term of this Lease shall cease
     from the date of entry by such authority. If only a portion of the Building
     shall be so acquired or condemned but affecting Premises,  this Lease shall
     cease and  terminate  at the  Landlord's  option and, if such option is not
     exercised by the Landlord,  an equitable adjustment of rent, payable by the
     Tenant for the remaining portion of

                                      -11-


<PAGE>


     the Premises,  shall be made. In either event,  however, and whether all or
     only a portion of the Building  shall be so acquired or condemned,  nothing
     herein  contained  shall  prevent  the  Landlord or the Tenant or both from
     recovering  damages from such  authority for the value of their  respective
     interests or for such other damages and expenses as are allowed by law.

12.  ASSIGNMENT AND SUBLETTING

12.1 Prohibition  on  Assignment  and  Subletting.  The Tenant shall not assign,
     sublet,  grant any right of  occupancy  of all or part of the  Premises  or
     grant or permit any  charge or  encumbrance  against  the  Premises  or the
     Tenants  interest  therein without the Landlord's prior consent in writing,
     which consent shall not be unreasonably withheld,  provided that the Tenant
     has not  defaulted  in  payment  of any Rent under this Lease and is not in
     default under this Lease at the time of the request for consent and that no
     such  assignment,  subletting  or grant for  Which  such  consent  has been
     provided  shall in any manner  release the Tenant  from any  covenant to be
     observed or  performed by it  hereunder.  The Tenant  acknowledges  that it
     shall be reasonable for the Landlord to consider,  among other things,  the
     responsibility, reputation, financial standing and business of the proposed
     assignee,  sublessee  or grantee.  Any such  assignment,  sublease or grant
     relating to this Lease if consented to by the Landlord  will be prepared by
     the Landlord or its solicitors, and all legal costs of its preparation will
     be paid by the Tenant.  Notwithstanding  the  foregoing,  provided that the
     Tenant has not defaulted under this Lease,  the Tenant shall be entitled to
     assign or sublet all or a portion of the  Premises to any  company  that is
     non-arm's  length to the  Tenant,  without  the  Landlord's  consent,  upon
     written notice to the Landlord.

12.2 No Waiver and Implications of Failure to Obtain Consent. The consent by the
     Landlord to an assignment or subletting will not constitute a waiver of its
     consent to a subsequent assignment or subletting.  This prohibition against
     assignment  or subletting  includes a prohibition  against an assignment or
     subletting  by operation  of law. If this Lease is  assigned,  or if all or
     part of the  Premises  is sublet or  occupied  by  anybody  other  than the
     Tenant, in any case without the consent of the Landlord when required,  the
     Landlord may collect  rent from the  assignee,  subtenant or occupant,  and
     apply the net amount  collected  to the rent herein  reserved,  but no such
     assignment,  sublease,  occupancy or collection will be considered a waiver
     of this covenant, or the acceptance of the subtenant or occupant as tenant.

12.3 Change in  Control.  In the event that the Tenant is a  corporation  and if
     after the date of the  execution of this Lease the shares of the Tenant are
     transferred by sale, assignment, bequest, inheritance,  operation of law or
     other disposition,  or issued by subscription or allotment, or cancelled or
     redeemed,  so as to  result in a change  in the  effective  voting or other
     control of the  Tenant,  or if other steps are taken to  accomplish  such a
     change in control,  then the Tenant will  promptly  notify the  Landlord in
     writing  of the  change in  control  the same will be  considered  to be an
     assignment  of this Lease to which  section 12.1  applies.  This  paragraph
     shall not apply in the event that the Tenant has its voting shares publicly
     trading on any stock exchange.

13.  CERTIFICATE, ATTORNMENT AND SUBORDINATION

     Certificate as to Lease. The Tenant shall from time to time, and within ten
     (10) days of receiving  request from the  Landlord,  execute and deliver to
     any proposed purchaser or

                                      -12-


<PAGE>

          (a)  the Tenant is in possession of the Premises;

          (b)  this Lease is in full force and effect and  unamended,  or if the
               same has been amended, specifying such amendments;

          (c)  the  Landlord  is  not  currently  in  default  under  any  term,
               condition  or covenant  required to be  performed by the Landlord
               hereunder, or if the Landlord is in default under any one or more
               of such terms, conditions or covenants,  specifying the nature of
               each such default;

          (d)  the date to which the rents hereunder have been paid;

          (e)  the amount of any deposit hereunder; and

          (f)  there is no right of setoff against any rents due hereunder.

13.2 Attornment.  The Tenant shall, if requested to do so by the Landlord, agree
     with any mortgagee of the whole or any portion of the Premises to attorn to
     and become the tenant of such  mortgagee  if the  mortgagee  shall become a
     mortgagee in possession,  if such mortgagee shall agree that so long as the
     Tenant pays the rent and observes and performs the  covenants  and provisos
     herein contained on its part to be performed,  the Tenant shall be entitled
     to hold, occupy and enjoy the Premises, subject to any rights the mortgagee
     may have as a lessor,  free from any  interference  by the mortgagee or any
     person claiming by or through the mortgagee.

13.3 Subordination.  This Lease shall be deemed to be  subordinate to any charge
     or mortgage,  including any deeds of trust and mortgages and all indentures
     supplemental  thereto,  which now or  hereafter  during the Term  affect or
     relate to the  Premises  and all  modifications  or renewals  thereof.  The
     Tenant agrees to execute promptly from time to time any assurance which the
     Landlord may require to confirm this  subordination and hereby  constitutes
     the  Landlord,  the agent or  attorney  of the  Tenant  for the  purpose of
     executing any such assurance and of making application at any time and from
     time to time to register  the  postponement  of this Lease in favour of any
     such mortgage or charge in order to give effect thereto, provided that such
     mortgage or charge shall permit the Tenant to continue in quiet  possession
     of the Premises in accordance  with the terms and  conditions of this Lease
     so long as the Tenant is not in default  hereunder whether such mortgage or
     charge is in good standing or not.

14.  DEFAULT

14.1 Re-entry.  If and whenever the rent hereby  reserved or any additional rent
     as herein  described  or any part  thereof,  whether the same are  lawfully
     demanded or not, is not paid when due, or if the Tenant (or the Indemnitor,
     if  any)  shall  violate  or  neglect  any  other  covenant,  agreement  or
     stipulation herein contained on its part to be kept,  performed or observed
     for a period of seven (7) days after notice  thereof from the Landlord,  or
     if the Premises shall become vacated or remain  unoccupied for fifteen (15)
     days,  then the Landlord,  in addition to any other remedy now or hereafter
     provided by law, may at its option and without notice  terminate this Lease
     forthwith and re-enter and take  possession of the Premises  immediately by
     force if necessary,  and may remove all persons and property  therefrom and
     may use such force and  assistance  in making such  removal as the Landlord
     may deem advisable to recover at once full and exclusive  possession of the
     Premises and --13--


<PAGE>


     such re-entry shall not operate as a waiver or  satisfaction in whole or in
     part of any right,  claim or demand  arising out of or  connected  with any
     breach or  violation by the Tenant of any covenant or agreement on its part
     to be performed or observed.

14.2 Bankruptcy.  If the Term hereby  granted or any of the goods or chattels of
     the Tenant or the  Indemnitor  shall be at any time seized in  execution or
     attachment  by a creditor of the Tenant (or the  Indemnitor,  if any) or if
     the Tenant (or the  lndemnitor,  if any) shall make an  assignment  for the
     benefit of creditors or a bulk sale or become bankrupt or insolvent or take
     the benefit of any Act now or  hereafter in force for bankrupt or insolvent
     debtors, or if the Tenant (or the lndemnitor,  if any) is a corporation and
     an order shall be made for the winding up of the Tenant or any  Indemnitor,
     as the case may be, or other termination of its corporate  existence,  then
     this Lease shall,  at the option of the  Landlord,  cease and determine and
     the Term shall immediately become forfeit and the then current month's rent
     and the next ensuing  three (3) months' rent shall  immediately  become due
     and  payable and the  Landlord  may  re-enter  and take  possession  of the
     Premises  as though  the Tenant or other  occupants  of the  Premises  were
     holding over after the expiration of the Term without any right whatever.

14.3 Right to Relet.  If the  Landlord  re-enters,  as herein  provided,  it may
     either terminate this Lease or it may from time to time without terminating
     the Tenant's  obligations  under this Lease,  make  alterations and repairs
     considered by the Landlord  necessary to facilitate a reletting,  and relet
     the  Premises or any part  thereof as agents of the Tenant for such term or
     terms  and at such  rental  or  rentals  and  upon  such  other  terms  and
     conditions  as  the  Landlord  in  its  reasonable   discretion   considers
     advisable.  Upon each  reletting all rent and other monies  received by the
     Landlord  from the  reletting  will be  applied,  firstly to the payment of
     indebtedness other than rent due hereunder from the Tenant to the Landlord,
     secondly to the payment of costs and  expenses of the  reletting  including
     brokerage  fees and  solicitor's  fees and  costs  of the  alterations  and
     repairs,  and thirdly to the payment of rent due and unpaid hereunder.  The
     residue,  if any,  will be held by the  Landlord  and applied in payment of
     future  rent as it  becomes  due and  payable.  If rent  received  from the
     reletting during a month is less than the rent to be paid during that month
     by the Tenant,  the Tenant will pay the  deficiency  to the  Landlord.  The
     deficiency will be calculated and paid monthly. No re-entry by the Landlord
     will be construed as an election on its part to terminate this Lease unless
     a  written  notice  of that  intention  is given to the  Tenant.  Despite a
     reletting  without  termination,  the  Landlord  may  elect  at any time to
     terminate this Lease for a previous breach. If the Landlord terminates this
     Lease for any breach, in addition to other remedies it may recover from the
     Tenant all damages it incurs by reason of the breath  including the cost of
     recovering the Premises, reasonable legal fees and the worth at the time of
     termination  of the  excess,  if any,  of the  amount  of rent and  charges
     equivalent to the rent reserved in this Lease for the remainder of the Term
     over the then reasonable  rental value of the Premises for the remainder of
     the Term, all of which amounts  immediately  will be due and payable by the
     Tenant to the Landlord.  In determining  the rent which would be payable by
     the Tenant after  default,  the annual rent for each year of unexpired Term
     will be equal to the  averaged  fixed  basic  rent paid or  payable  by the
     Tenant from the beginning of the Term to the time of default, or during the
     preceding three (3) full calendar years, whichever period is shorter.

14.4 Distress.  If the Landlord  shall be entitled to levy distress  against the
     goods and  chattels  of the  Tenant,  it may use such  force as it may deem
     necessary for the purpose and for gaining admission to the Premises without
     being  liable to any  action in  respect  thereof or for any loss or damage
     occasioned  thereby and the Tenant hereby  expressly  releases the Landlord
     from all  actions,  proceedings,  claims or  demands  whatsoever  for or on
     account or in respect of

                                                             -14-


<PAGE>




     any such  forcible  entry or any loss or damage  sustained by the Tenant in
     connection therewith.

14.5 Performing  Tenant's  Obligations.  If  the  Tenant  fails  to  perform  an
     obligation  of the Tenant  under this Lease,  the  Landlord may perform the
     obligation and for that purpose may enter upon the Premises  without notice
     and do such  things  upon or in respect  of the  Premises  as the  Landlord
     considers  necessary.  The Tenant will pay as additional  rent all expenses
     incurred by or on behalf of the  Landlord  under this  subsection  plus ten
     (10%)  percent for  overhead  upon  presentation  of a bill  therefor.  The
     Landlord  will not be liable to the Tenant  for loss or  damages  resulting
     from such action by the Landlord.

14.6 Landlord's  Expenses  Enforcing  Lease.  In the  event  that  it  shall  be
     necessary for the Landlord to retain the services of a lawyer or bailiff or
     any other  proper  person for the  purpose of  assisting  the  Landlord  in
     enforcing any of its rights  hereunder,  the Landlord  shall be entitled to
     collect  from the  Tenant  the cost of all such  services  incurred  by the
     Landlord as if the same were rent reserved and in arrears hereunder.

15.  CONDOMINIUM ACT PROVISIONS

15.1 Interpretation.  In this section 15 and where used elsewhere in this Lease,
     the following words shall have the following meanings:

     (a)  "Condominium Act' means the Condominium Act,  R.S.B.C.,  1996, Chapter
          64 and any amendments and successor legislation thereto;

     (b)  "Strata  Corporation" means the Strata Corporation created pursuant to
          the Condominium Act with respect to the Building;

     (c)  "By-laws"  means the by-laws of the Strata  Corporation in force under
          the Condominium Act as amended by the Strata  Corporation from time to
          time;

     (d)  "Rules and Regulations"  means the rules and regulations of the Strata
          Corporation from time to time;

     (e)  "Owner" means owner as that term is defined in the Condominium Act;

     (f)  "Strata  Lot"  means a  strata  lot as that  term  is  defined  in the
          Condominium Act.

15.2 Tenant's  Obligations.  Notwithstanding  any other provision of this Lease,
     the Tenant hereby agrees as follows:

     (a)  to  comply  with the  Condominium  Act and the  By-laws  and Rules and
          Regulations;

     (b)  at the time of execution of this Lease,  to deliver to the Landlord an
          executed  Form "D"  under  the  Condominium  Act with  respect  to the
          Premises;

     (c)  to promptly pay to the Landlord as  additional  rent the amount of all
          regular  monthly  strata  maintenance  fees which may be levied by the
          Strata  Corporation  from time to time  during  the Term  against  the
          Landlord as Owner of the Premises, provided that the Tenant shall have
          no obligation to pay for special assessments; and --15--


<PAGE>

     (d)  that if, pursuant to the  Condominium  Act, a Form "B"  thereunder is
          registered  against  title to the Premises the Tenant shall within ten
          (10) days after receipt of notice  thereof obtain and file a discharge
          of the Form "B" from title to the Premises.

15.3 No  Assignment as Owner.  Nothing  herein  contained  shall be construed or
     deemed to be an  assignment  by the  Landlord  to the  Tenant of any of the
     Landlord's rights and powers as Owner of the Premises.

15.4 Strata  Corporation.  The Landlord and the Tenant agree that the provisions
     contained  in this Lease  shall be subject to and deemed to be  modified as
     required to comply with the terms of the  Condominium  Act, the By-laws and
     Rules and  Regulations  to reflect  the fact that the  Premises  comprise a
     strata lot of which the  Landlord is Owner and that  certain  payments  and
     obligations  of the Landlord  hereunder may in fact be made or performed by
     the Strata Corporation.  Where any payments to be made or obligations to be
     performed or which may be made or performed by the Landlord  hereunder  are
     in fact made or performed by the Strata  Corporation  the Landlord shall be
     deemed to have fulfilled its  obligations  hereunder and any  corresponding
     repayment  or  obligations  of the  Tenant  may  thereafter  be  made to or
     performed for the benefit of the Strata  Corporation  where any obligations
     to be performed by the Landlord  hereunder  are  obligations  of the Strata
     Corporation  under  the  Condominium  Act or the  Bylaws  or the  Rules and
     Regulations, the Landlord's obligation shall be interpreted as meaning that
     the Landlord shall use its best efforts to cause the Strata  Corporation to
     perform such obligations.

16.  RENEWAL

16.1 Provided  that,  and for so long as the Tenant  pays the Rent and  performs
     each and every of the  covenants,  conditions  and  agreements in the Lease
     reserved  and  contained  and on the  part of the  Tenant  to be  paid  and
     performed  and is not and has not been in  default in respect of any of the
     same and  there  has been no  adverse  change  of any sort in the  Tenant's
     financial  condition  or capacity the  Landlord  will,  upon the request in
     writing  by the  Tenant  given at least  six (6)  months  and not more than
     twelve  (12)  months  prior  to the  expiration  of the Term  (the  "Notice
     Period"),  grant to the Tenant a renewal  lease of the Premises for one (1)
     further  term  of  five  (5)  years  upon  and  subject  to the  covenants,
     conditions and agreements as are set forth in the Landlord's  standard form
     of lease for the  Building  then in use,  save and except  that the renewal
     lease shall not contain any  provision  for further  renewal and the annual
     basic rent shall be the market rate for similar  premises of similar  size,
     use and location one hundred  twenty (120) days prior to the expiry date of
     this Lease,  without  deduction of allowance  for or  consideration  of any
     tenant inducements,  leasehold improvement  allowances,  rent free periods,
     lease  take-overs,   turnkey  or  "build-to-suit"   arrangements  or  other
     concession  or  inducement  offered of given by  landlords  to achieve such
     rental (the "New Annual Basic Rent"). If requested by the Tenant during the
     Notice  Period,  the  Landlord  will  provide the Tenant with a copy of its
     standard  form of lease for the Building  then in use. The New Annual Basic
     Rent shall be mutually  agreed to by the  Landlord  and the Tenant at least
     ninety (90) days prior to the expiration of the Term, and failing agreement
     shall be determined by three (3) accredited real estate brokers (the "Three
     Experts")  at least thirty (30) days prior to the  expiration  of the Term,
     which  experts  shall  be  familiar  with  rental  rates in the area of the
     Premises,  one of whom shall be appointed by the Landlord (the  "Landlord's
     Expert") and all costs  associated with the Landlord's  Expert shall be the
     sole  responsibility of the Landlord,  and one expert shall be appointed by
     the  Tenant  (the  "Tenant's  Expert")  and all costs  associated  with the
     Tenant's Expert shall be the sole

                                      -16-


<PAGE>


     responsibility  of the Tenant.  The  appointment  of the third  expert (the
     "Third  Expert")  shall be agreed  upon by the  Landlord's  Expert  and the
     Tenant's Expert and 50% of costs  attributable to the Third Expert shall be
     borne by the  Tenant and the  remaining  50% of costs  attributable  to the
     Third Expert shall be borne by the  Landlord.  Together the Three  Experts,
     acting  reasonably,  shall make the final  determination  of the New Annual
     Basic Rent and should the Three Experts be unable to agree among themselves
     on the  determination,  the opinion of the  majority,  being two (2) of the
     Three Experts,  shall be final and binding on the Landlord and Tenant.  The
     determination  of  the  New  Annual  Basic  Rent  shall  be  considered  an
     arbitration pursuant to the Commercial Arbitration Act of British Columbia.


16.2 In the event that the New  Annual  Basic  Rent is  determined  by the Three
     Experts pursuant to subsection 16.1, such New Annual Basic Rent shall apply
     to the first and second years of the renewal term, the annual basic rent in
     respect of the third year of the  renewal  term shall be Fifty  (.50) Cents
     per square  foot  higher  than the annual  basic rent in effect  during the
     second year of the renewal term and the annual basic rent in respect of the
     fourth and fifth years of the  renewal  term shall be Fifty (.50) Cents per
     square foot higher  than the annual  basic rent in effect  during the third
     year of the renewal term.

17. OVERHOLDING

17.1 If the Tenant shall continue to occupy the Premises after the expiration of
     the renewal term which may be granted  hereby and the Landlord shall accept
     rent,  the new  tenancy  thereby  created  shall be  deemed to be a monthly
     tenancy  with the basic rent equal to one hundred and  twenty-five  percent
     (125%) of the basic  monthly  rent for the last month of the Term and shall
     be otherwise subject to the covenants and conditions  including  additional
     rent and Goods  and  Services  Tax in this  Lease  insofar  as the same are
     applicable to a tenancy from month to month.

18.  WAIVER

18.1 The failure of the Landlord or the Tenant to insist upon strict performance
     of any  covenant or  condition  contained  in the Lease or in the rules and
     regulations  attached  hereto  shall  not  be  construed  as  a  waiver  or
     relinquishment  in the future of any such covenant,  condition or rules and
     regulations.  The  acceptance  of  any  rent  or  the  performance  of  any
     obligations  hereunder  by a person  other  than the  Tenant  shall  not be
     construed as an  admission by the Landlord of any right,  title or interest
     of such person as a  subtenant,  assignee,  transferee  or otherwise in the
     place and stead of the Tenant.  All rights and  remedies of the Landlord in
     this Lease contained shall be cumulative and not alternative.

19. NOTICES

19.1 Notice. Any notice, waiver or other communication  required or permitted to
     be given  hereunder  shall be in writing and signed by or on behalf of such
     party and  shall be given to the other  party by  delivery  thereto,  or by
     sending by prepaid registered mail, telex, facsimile,  telegram or cable to
     the address of the other party as  hereinbefore  set forth or to such other
     address of which  notice is given,  and any  notice  shall be deemed not to
     have been  sufficiently  given  until it is  received.  Any notice or other
     communication  contemplated herein shall be deemed to have been received on
     the day delivered,  if delivered,  on the fourth business day following the
     mailing thereof, if sent by registered mail, and the second

                                      -17-


<PAGE>


     business  day  following  the  transmittal   thereof,  if  sent  by  telex,
     facsimile,  telegram or cable. If normal mail, telex, far-simile,  telegram
     or r-able service shall be interrupted by strike,  slowdown, force major or
     other cause,  the party  sending the notice  shall  utilize any of the such
     services which have not been so interrupted or shall deliver such notice in
     order to ensure prompt receipt of same by the other party.

20.      MISCELLANEOUS

20.1 Amendment. No alteration,  amendment, change or addition to this Lease will
     be binding upon the Landlord and the Tenant unless in writing and signed by
     the parties hereto.

20.2 Time  of the  Essence.  Time  is of the  essence  of this  Lease  and  each
     provision hereof.

20.3 No  Registration.  This Lease or any notice  hereof or any caution or other
     instrument  indicating  an interest in the Premises by virtue of this Lease
     shall not be executed in registerable form nor registered against the title
     to the Premises.

20.4 Further  Assurances.  Each of the parties  hereby  covenants  and agrees to
     execute any  further  and other  documents  and  instruments  and to do any
     further and other things that may be  necessary to implement  and carry out
     the intent of this Agreement.

20.5 Successors and Assigns. This Agreement shall enure to the benefit of and be
     binding  upon  the  parties  hereto,  their  respective  heirs,  executors,
     administrators, successors and permitted assigns.

21.  ADDITIONAL PROVISIONS

21.1 Landlord's  Base  Building  Work.  The Landlord  shall be  responsible  for
     completing   the  Base   Building   Work  in  respect   of  the   Premises.
     Notwithstanding  the  foregoing,  upon  the  Landlord  commencing  the Base
     Building Work the Tenant shall pay the  Landlord,  as  contribution  to the
     cost of such work,  the sum of Four  Thousand  Two  Hundred  and  Sixty-Two
     ($4,262.00)  Dollars  (inclusive of any applicable GST). The Landlord shall
     work in  conjunction  with  the  Tenant  and the  Tenant's  architect/space
     planner and make its best  efforts to complete  the Base  Building  Work as
     soon as reasonably  possible.  Notwithstanding  the  foregoing,  the Tenant
     acknowledges  that the Base Building Work is being installed in conjunction
     with similar  work being  installed  by 356535 B.C.  Ltd.  elsewhere in the
     Building.  If the Landlord does not complete the  Landlord's  Base Building
     Work as  aforesaid  then the Tenant  may,  but shall not be  obligated  to,
     complete  such work at its cost and set-off such costs against Rent payable
     hereunder provided that:

     (a)  the terms and conditions of subsection 8.1 shall apply; and

     (b)  such Tenant's  costs are  reasonable and represent the lowest of three
          (3)  arms-length  bids,  copies  of which  are to be  provided  to the
          Landlord  together  with such other  documents  that the  Landlord may
          reasonably request for verification of such costs.

21.2 Cancellation.  The  Tenant  shall  have the  night  to  cancel  this  Lease
     effective the 30th day of June, 2001 by way of providing at least three (3)
     months' prior written notice to the Landlord together with a payment to the
     Landlord  delivered  with such  notice in the amount of Six  Thousand  Nine
     Hundred Thirty-Six ($6,936.00) Dollars (plus any applicable GST).

                                      -18-


<PAGE>



21.3 Rebuilding Demising Wall. Upon the expiration or any earlier termination of
     the Term or any renewal  thereof the Tenant shall rebuild,  at the Tenant's
     cost,  the demising  wall between suite nos. 801 and 802 of the Building to
     the same  standards and  specifications  as similar  demising  walls in the
     Building and, in doin so, the Tenant shall comply with  subsections  6, 19,
     8.1 and 8.3 or this Lease.


The  parties  hereto  have  executed  this Lease on the day and year first above
written.

SIGNED,  SEALED  AND  DELIVERED  BY
CHUNG  PING  CHENG  and YUEH  CHUN WU In the
presence of:

/s/                                                  /s/
------------------------------------------    ----------------------------------
Name                                           Chung Ping Cheng

------------------------------------------           /s/
Address                                       ----------------------------------
                                                Yueh Chun Wu
------------------------------------------

------------------------------------------
Occupation

MILINX MARKETING GROUP INC.
by its  Authorized Signatory (ies)

/s/
----------------------------------------------
Authorized Signatory

----------------------------------------------
Authorized Signatory




                                      -19-