THIS LEASE made as of the 1st day of June, 2000.

IN PURSUANCE OF THE LAND TRANSFER FORM ACT, PART 2.

BETWEEN:

GREAT NORTHWEST INDUSTRIES OF CANADA LTD., a company incorporated under the laws
of the  Province of British  Columbia  and having an office c/o  PACIFICA  FIRST
MANAGEMENT LTD., #218 - 2006 Main Street, Vancouver, British Columbia, V5T 3C2

 ("the Landlord")

                                                               OF THE FIRST PART

 AND:

MILINX BUSINESS SERVICES INC., a company duly incorporated under the laws of the
Province of British  Columbia  and having an office at the 9th Floor,  1080 Howe
Street, Vancouver, British Columbia, V6Z 2T1

("the Tenent")

                                                              OF THE SECOND PART

PREMISES

1. PREMISES: In consideration of the rents, covenants, conditions and agreements
hereinafter  contained  on the  part of the  Tenant  to be  paid,  observed  and
performed,  the Landlord  hereby demises and leases unto the Tenant the premises
described in the first part of Schedule "A" annexed  hereto (the  "Premises") on
the terms, conditions and covenants hereinafter set forth (the Building of which
the Premises form part is hereinafter referred to as the "Building").

TERM AND RENEWAL

2. TERM: To have and to hold the Premises for and during the term of THREE YEARS
(3) years  (the  "Term")  computed  from the I st day of June,  20C)O,  and from
thenceforth  ensuing  and to be fully  completed  and ended on the 31 st clay of
May, 2003.


<PAGE>


                                     Page 2

3. TERMINATION  OPTION: So long as the Tenant is not in default  hereunder,  and
subject to the terms and conditions hereinafter set forth, the Tenant shall have
the option of  terminating  the Term of this Lease  (the  "Option")  at any time
after May 31,  2001.  The Option may only be  exercised  by  delivery of written
notice (the  "Notice")  by the Tenant to the  Landlord at least three (3) months
prior to the proposed  termination  date,  which Notice shall clearly state that
the Tenant has elected to exercise the option to terminate  the Lease as set out
in this paragraph. The Notice shall also state the termination date (which shall
be a date  after  May  31,  2001)  and  shall  not  be  effective  unless  it is
accompanied  with a  certified  cheque or bank draft  equal to two  months  rent
(including  minimum  rent,  additional  rent and Goods and Services Tax thereon)
payable to the  Landlord or its agent,  Pacifica  First  Management  Ltd. If the
Tenant fails to vacate the Premises on or before the termination  date specified
in the Notice,  the Landlord may, at its option,  by written notice delivered to
the Tenant at the Premises, deem the Tenant's Notice to exercise the Option null
and void, in which case the Lease shall remain in full force and effect.

RENT

4. RENT: Yielding and paying therefore during the Term hereby granted the sum of
THIRTY-TWO  THOUSAND NINE HUNDRED  THIRTY-FOUR  DOLLARS  ($32,934.00)  of lawful
money of Canada, payable without deduction,  abatement or set off whatsoever, in
advance on the 1st day of each and every month in  THIRTY-SIX  (36)  consecutive
monthly instalments as follows:

The sum of NINE HUNDRED FOURTEEN DOLLARS AND EIGHTY-THREE CENTS ($914.83) on the
1st day of June,  2000,  and c3 like sum of NINE  HUNDRED  FOURTEEN  DOLLARS AND
EIGHTY-THREE  CENTS ($914.83) on the 1st day of each and every month  thereafter
to and including the 1st day of May, 2003;

A  security/damage  deposit  (the  "Deposit")  of  ONE  THOUSAND  SEVEN  HUNDRED
SEVENTEEN  DOLLARS AND FORTY-SEVEN CENTS ($1,717.47) shall be paid by the Tenant
to the  Landlord  upon  execution  of this Lease to be held by the Landlord as a
deposit to secure  fulfillment  of the Tenant's  obligations  hereunder.  In the
event of default on the part of the Tenant of any of its obligations  hereunder,
the Landlord  may, in its  discretion,  apply any or all of the Deposit  towards
fulfillment  of the  Tenant's  obligations.  In such  event,  the  Tenant  shall
replenish  the  Deposit  to its  original  level  upon  written  request  of the
Landlord.  Failure of the Tenant to replenish the Deposit to its original  level
as provided for herein shall  constitute a material breach of this Lease and the
Tenant hereby agrees that such breach shall be subject to the some  consequences
as if the Tenant had  failed to pay rent when due.  The Tenant may not,  without
the  Landlord's  written  agreement,  apply  any or all of the  Deposit  towards
payment of any rent or additional rent payable  hereunder.  The Deposit shall be
repaid to the Tenant, without interest,  upon termination of the Term as set out
herein,  provided  that the Tenant has vacated the Premises and fulfilled all of
its obligations hereunder.



<PAGE>



                                     Page 3

The  aforementioned  rent payments plus any Operating  Expenses (as  hereinafter
defined)  payable by the Tenant to the  Landlord on c3 monthly  basis,  together
with  Goods  and  Services  Taxes  thereon,  shall be paid by way of  post-dated
cheques.  The Tenant shall  provide to the Landlord  twelve  post-dated  cheques
covering the said rent, Operating Expenses and Goods and Services Taxes prior to
the beginning of each twelve month period of the Term.

5. If the Term  commences  on any day  other  than the  first day of c3 month or
expires on any day other than the last day of a month, the rent for the fraction
of C3 month at the commencement and at the end of the Term shall be adjusted pro
rata on a per them basis.

6.  DEFINITIONS:  In this Lease, the following  phrases shall have the following
meanings:

a. "Taxes" means all taxes, rates,  duties,  levies and assessments  whatsoever,
whether general or special,  whether municipal,  provincial,  federal, school or
otherwise charged upon the Building,  the lands and all improvements thereof, or
upon the Landlord on account thereof including all taxes, rates, duties,  levies
and assessments for local improvements,  and including all taxes, rates, duties,
levies  and  assessments  which  may in  future  be  levied  in lieu of Taxes as
hereinbefore defined and also any legal fees or appraisers' fees incurred by the
Landlord  in  respect  of any  assessment,  appeal or  judicial  review  for the
determination of Taxes as herein before defined;  For greater  certainty,  Taxes
shall exclude taxes on income and profits of the Landlord;

b.  "Operating  Expenses"  means the total amount paid or payable whether by the
Landlord  or  others  on behalf  of the  Landlord  for  taxes  and for  complete
maintenance of the lands on which the Building is situate,  the Building and the
Premises,  such as are in keeping with maintaining the standard of a first class
Building, all repairs and replacements required for such maintenance,  the costs
of providing  electricity  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 costs of heating,  the
costs of snow removal, landscape maintenance,  refuse removal and other costs in
connection with the  maintenance of common outside areas and  facilities,  water
rates,  Building and cleaning  supplies,  fire,  casualty,  liability  and other
insurance costs,  salaries and wages,  including  employee benefits and Workers'
Compensation  Board assessment  service contracts with independent  contractors,
maintenance  fees,   special  levies  approved  by  the  Owners  of  the  Strata
Corporation in which the Premises form part, except for special levies passed in
relation to structural  repairs and replacements;  management fees and all other
expenses paid by or payable by the Landlord in connection with the ownership and
operation  of the  Premises,  but shall 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; For greater certainty, Operating
Expenses shall exclude the cost of structural  repairs and  replacements  to the
Building in which the Premises are situated; and

c. "Accounting Year" means each 12 month period commencing  January I and ending
December  31, the whole part of which 12 month  period is within the Term hereby
demised.


<PAGE>



                                     Page 4

7.  ADDITIONAL  RENT: The Tenant shall pay as additional rent to the Landlord by
monthly  instalments as may be fixed by the Landlord from time to time Operating
Expenses.  For the first  year of the  Term,  the  Landlord  has  estimated  the
Operating Expenses to be paid by the Tenant to be $690.28 per month.

8.  ADJUSTMENTS:  At the end of each Accounting Year, the Landlord shall compute
the amount of  Operating  Expenses  for such  Accounting  Year and the  Tenant's
Proportionate  Share  thereof.  A  statement  showing  these  details  shall  be
submitted to the Tenant stating also the amount of the monthly  instaiments  for
the ensuing  Accounting Year, and an adjustment between the parties equal to the
amount of the surplus or  deficiency  of rent paid pursuant to clause 8 shall be
made within 10 days from the date of delivery of such statement.

TENANT'S COVENANTS

9. PAY RENT AND  UTILITIES:  The Tenant  covenants with the Landlord to pay rent
and to pay all rates and charges for water,  heat, gas and electric light and/or
power supplied to or used on the Premises.

10. PAY BUSINESS TAXES,  ETC.: The Tenant covenants with the Landlord to pay all
taxes,  licenses,  rates,  duties,  levies  and  assessments  imposed  or levied
covering  any  period  during  the Term and  relating  to or in  respect  of the
business  or  profession  of the  Tenant or  relating  to  fixtures,  machinery,
chattels or equipment brought on to the Premises built, made or installed by the
Tenant or at the Tenant's  request,  or being any special or  additional  taxes,
licenses,  rates,  duties,  levies  and  assessments  which  the  Tenant  or any
subtenants,  Concessionaires and licensees of the Tenant shall elect or cause to
have the Premises or any part thereof assessed or charged with, whether any such
taxes, licenses, rates, duties, levies and assessments are payable in law by the
Tenant or by the Landlord. If at any time for any reason during the Term of this
Lease the Landlord is required to pay any of the foregoing, then C3 sum equal to
the amount so paid shall be paid by the Tenant to the  Landlord  forthwith  upon
demand.

11. REPAIRS:

a. The Tenant  covenants  with the  Landlord  to repair,  maintain  and keep the
Premises,  with the  appurtenances  and all  fixtures,  in good and  substantial
repair when,  where and so often as need shall be,  reasonable wear and tear and
damage  by fire,  lightning,  tempest,  earthquake,  acts of God or the  Queen's
enemies,  impact  of  aircraft,  riots,  insurrections,  structural  defects  or
weaknesses and explosion  (unless  caused by the  negligence of the Tenant,  its
agents,  employees,  invitees,  subtenants,  concessionaires  or licensees) only
excepted,  provided  that the Tenant shall keep the Premises well pointed at all
times  in  accordance  with  the  Landlord's  reasonable  requests  and in  such
condition as a careful owner would do. The colour of all painting shall first be
approved in writing by the  Landlord.  Without  limiting the  generality  of the
foregoing,  the Tenant shall promptly and diligently  undertake and complete all
normal  maintenance,  painting,  repairs and  replacements of all wall and floor
coverings,  curtains,  blinds,  drapes,  and glass in or about the Premises from
time to time and at all times during the Term hereof;




<PAGE>


                                     Page 5
b. The Tenant covenants with the Landlord to permit the Landlord,  its agents or
employees,  to enter and view the state of repair, to repair according to notice
in writing  except as aforesaid;  and to leave the Premises at the expiration or
sooner termination of this Lease in good repair except as aforesaid; and

c. If the Tenant should fail to repair in accordance with the provisions hereof,
the Landlord, its agents or employees, may forthwith enter the Premises and make
the required  repairs and for that purpose the Landlord may bring and leave upon
the Premises all necessary tools,  materials and equipment and the Landlord will
not be liable to the Tenant for any inconvenience, annoyance or loss of business
or any  injury or  damages  suffered  by the  Tenant  by reason of the  Landlord
effecting  such repairs  unless caused by the  negligence  of the Landlord,  its
agents or employees, and the expense of such repairs will be borne by the Tenant
who shall pay it to the Landlord forthwith upon demand.

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

13. INCREASE OF INSURANCE RATES: The Tenant covenants with the Landlord that the
Tenant  will not do or omit or permit to be done or  omitted to be done upon the
Premises  anything  which shall cause the rate of insurance upon the Building or
any part thereof to be increased and if the insurance rate shall be increased as
aforesaid,  the  Tenant  shall  pay to the  Landlord  the  amount  by which  the
insurance  premiums shall be so increased.  If notice of  cancellation  shall be
given  respecting  any  insurance  policy or if any  insurance  policy  upon the
Building or any part  thereof  shall be cancelled or refused to be renewed by an
insurer by reason of the use or  occupation of the Premises or any part thereof,
the Tenant shall  forthwith  remedy or rectify such use or occupation upon being
requested to do so in writing by the  Landlord,  and if the Tenant shall fail to
do so forthwith the Landlord at its option may terminate this Lease forthwith by
giving to the Tenant  notice in writing of its intention so to do, and thereupon
rent and any other  payments  for which the  Tenant is liable  under  this Lease
shall be  apportioned  and paid in full to the date of such  termination  of the
Lease, and the Tenant shall immediately deliver up possession of the Premises to
the Landlord.

14. COMPLY WITH LAWS: The Tenant shall  promptly  comply at its expense with all
provisions  of  law  including,  without  limitation,   federal  and  provincial
legislative enactments,  building,  zoning,  development and other civic by-laws
and any and all other  governmental  and municipal  regulations,  laws,  orders,
ordinances and directives which relate to the partitioning, operation and use of
the  Premises  or  equipment  situate  thereon  and to  making  of any  repairs,
replacements,  alterations, additions, changes, substitutions or improvements of
or to the  Premises,  and with all  police,  fire and  sanitary  regulations  or
directives  imposed or made by any  federal,  provincial  or  municipal or other
authorities or by fire insurance  underwriters or any association  thereof,  and
observe and obey all government and municipal regulations and other requirements
governing the conduct of all business conducted in the Premises, and all notices
in pursuance of some and whether served upon the Landlord or the Tenant.


<PAGE>


                                     Page 6

15. RULES AND  REGULATIONS:  The Tenant covenants with the Landlord that any and
all  reasonable  rules and  regulations  that may be made by the Landlord and of
which  notice  shall be given to the Tenant in  writing  shall be  observed  and
performed  by  the  Tenant,   its  invitees,   servants,   agents,   subtenants,
concessionaires and licensees,  and all such rules and regulations shall be read
as forming  part of the terms and  conditions  of this Lease as if the some were
embodied herein.

16. DAMAGE TO BUILDING BY TENANT:  The Tenant  covenants  with the Landlord that
the Tenant shall  reimburse  the Landlord for costs  incurred by the Landlord in
making good any damage caused to the Building or any appurtenances  thereto as a
result of the negligence or willful act of the Tenant,  its invitees,  servants,
agents, subtenants, concessionaires and licensees.

17.  ASSIGNING AND SUBLETTING:  The Tenant  covenants with the Landlord that the
Tenant will not assign,  sublet or part with the  possession  of the Premises or
any part thereof  without the prior written  consent in writing of the Landlord,
which  consent  shall not be  unreasonably  withheld.  Provided  that the Tenant
shall, at the time the Tenant shall request the consent of the Landlord, deliver
to the Landlord such information in writing (the "required  information") as the
Landlord   may   reasonably    require   respecting   the   proposed   assignee,
concessionaire,  subtenant, or licensee,  including the name, address, nature of
business,  financial  responsibility  and  standing of such  proposed  assignee,
concessionaire,  subtenant  or  licensee.  Provided  that  no  such  assignment,
subletting or parting with  possession  shall release or relieve the Tenant from
its  obligations  fully to perform  and  observe  all the terms,  covenants  and
conditions  of this  Lease on its part to be  performed  and  observed.  Further
provided that no such  assignments,  subletting or parting with possession shall
be made to any person,  persons,  firms,  partnership or corporation carrying on
any business  which the Landlord may wish or be obliged to restrict by reason of
any other lease or contract relating to any other nearby tenant of the Landlord.
Further  provided that if the Tenant is an incorporated  company,  any change in
the control of such company shall be deemed,  for the purposes hereof,  to be an
assignment of this Lease.

18. USE OF PREMISES:  The Tenant  covenants  with the Landlord that the Premises
shall not be used for any other purposes than as business office.

         The Tenant  further  covenants to operate and conduct its business upon
the whole of the Premises in an up-to-date,  high class and reputable manner. No
auction,  fire,  bulk or bankruptcy  sale shall be conducted on the Premises nor
shall any  special  sale or sales be carried  on therein  other than such as are
incidental to the normal routine of the Tenant's business upon the Premises with
its regular  customers.  The Tenant further covenants to install and maintain at
all times in the Premises first class trade fixtures and furniture  adequate and
appropriate for the business of the Tenant thereon.

19.  LICENSES  AND  PERMITS:  The Tenant shall secure any licence or permit from
civic, municipal, provincial or other authorities which may be necessary for the
conduct of the Tenant's business upon the Premises. The Tenant acknowledges that
the  Landlord  has  not  made  any  warranties,  representations,  covenants  or
inducements  of any  kind  that  the  Premises  may be  used  for  the  purposes
aforesaid,  and agrees that the failure to secure such licence or permit, or its
subsequent  suspension  or  cancellation  shall in no way  affect  the  Tenant's
obligations to the Landlord under this Lease.


<PAGE>


                                     Page 7

20.  OVERLOADING  FLOORS: The Tenant covenants with the Landlord not to place on
the Premises any safe,  heavy business  machine,  machinery,  equipment or other
heavy thing without obtaining the prior written consent of the Landlord.

21. REFUSE,  ETC.: The Tenant  covenants with the Landlord that the Tenant shall
not allow any  refuse,  garbage,  or other  loose or  objectionable  material to
accumulate  in or about the  Premises and will at all times keep the Premises in
clean and wholesome condition, and that the Tenant will keep clean and free from
any rubbish, boxes, waste material, ice or snow, all walks, passages,  yards and
alleys  adjacent to the Premises.  The Tenant further  covenants that the Tenant
will not upon the termination of the Term leave upon the Premises any rubbish or
waste material and will leave the Premises in a clean and tidy condition.

22. SALE AND RENT SIGNS AND ACCESS:  The Tenant  agrees that the Landlord  shall
have the right Within the three months next  preceding  the  termination  of the
Term to place  upon  the  Premises  c3  notice,  of  reasonable  dimensions  and
reasonably  placed  so as not to  interfere  with the  business  of the  Tenant,
stating that the Premises are for sale or to let and further  provided  that the
Tenant  will not remove or obscure  such notice or permit the same to be removed
or  obscured.  The Tenant  further  agrees to allow  prospective  purchasers  or
tenants to enter and  inspect  the  Premises  on week days during the said three
months.

23. ACCESS FOR  LANDLORD'S  REPAIRS:  The Tenant  agrees that the Landlord,  its
employees  and  agents,  shall  have  the  right to enter  the  Premises  at all
reasonable times upon providing  reasonable notice to the Tenant, to examine the
same and make  such  repairs,  alterations,  improvements  or  additions  as the
Landlord may deem  necessary or desirable in the Premises or as the Landlord may
be required to make by law or in order to repair and maintain the Building.  The
Landlord,  its employees and agents,  shall be allowed to take into the Premises
all material  which may be required for such purpose and the rent reserved shall
in no way abate while such repairs,  alterations,  improvements or additions are
being made by reason of interruption of the business of the Tenant. The Landlord
will  exercise  reasonable  diligence  so  as to  minimize  the  disturbance  or
interruption of the Tenant's operations.

24.      IMPROVEMENTS AND ALTERATIONS:

a. The Tenant agrees not to make any  alterations,  additions or improvements in
or to the Premises  without  obtaining the Landlord's  prior written consent and
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
times and in such manner as the Landlord may approve.  In case any  alterations,
additions or  improvements  are made to the  Premises by the Tenant,  the Tenant
shall at the expiration or sooner termination of this Lease restore the Premises
to a reasonable state of repair, reason- able wear and tear excepted, or, if the
Landlord would prefer that such  alterations,  additions and improvements  shall
remain,  in which  case no  compensation  shall be allowed to the Tenant for the
same, the Landlord may require the Tenant to restore the Premises to such extent
as the Landlord  may deem  expedient  although  retaining as far as possible the
alterations, additions and improvements, without in any case any compensation to
the Tenant therefore;


<PAGE>


                                     Page 8

b. All  articles of  personal  property  and all  business  and trade  fixtures,
machinery and  equipment  and furniture  owned by the Tenant or installed by the
Tenant in the Premises at the Tenants  expense  shall remain the property of the
Tenant  and may be  removed  by the  Tenant at any time  during the Term of this
Lease,  provided  that the Tenant at its own expense  shall repair any damage to
the  Premises  or to the  Building  caused by such  removal  or by the  original
installation.  The  Landlord may require the Tenant to remove all or any part of
such  prop" at the  expiration  or  sooner  termination  of this  Lease and such
removal  shall be done at the  Tenant's  expense and the Tenant shall at its own
expense repair any damage to the Premises or the Building caused by such removal
or by the  original  installation.  If the Tenant  does not remove its  property
forthwith  after  written  notice by the Landlord to that effect,  such property
shall, if the Landlord  elects,  be deemed to become the Landlord's prop" or the
Landlord  may remove the same at the  expense of the Tenant and the cost of such
removal and any necessary  storage charges shall be paid by the Tenant forthwith
to the Landlord on demand. The Landlord shall not be responsible for any loss or
damage to such prop" because of such removal; and

c. 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 to the  Premises  and shall  forthwith
discharge any liens at any time filed against and keep the lands and Building of
which the Premises  form a part free from liens and in the event that the Tenant
fails to do so, the Landlord may, but shall be under no obligation  to, obtain a
discharge  of any such lien in the name of the  Tenant by  payment  or by giving
security 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  Premises  any notices
that the Landlord may desire to post under the  provisions  of the Builders Uien
Act or other legislation.

25. SIGNS, ADVERTISING, ETC.: The Tenant shall not erect, install or display any
exterior signs or interior  window or door signs or advertising  media or window
or door  lettering  or placards  without  the  previous  written  consent of the
Landlord  other  than a  suitable  sign  of a kind,  size  and  design  and in a
location,  first approved in writing by the Landlord,  publicizing  the Tenant's
trade name and type of business,  and upon the expiration or sooner  termination
of this Lease will  remove the same.  The Tenant  shall not use any  advertising
media that the Landlord shall deem  objectionable to it or other tenants such as
loud speakers,  phonographs,  broadcasts or telecasts in a manner to be heard or
seen outside the Premises.  The Tenant shall not install any exterior  lighting,
plumbing  fixtures,  shades,  awnings  or  decorations  or  install or erect any
building,  fence,  aerial or mast or do any exterior painting or make any change
to the  front of the  Premises  without  the  previous  written  consent  of the
Landlord,  and upon the  expiration  or sooner  termination  of this  Lease will
remove the same if required to do so by the Landlord.



<PAGE>


                                     Page 9

The Tenant  covenants  with the  Landlord to  indemnify  and save  harmless  the
Landlord  from and  against  any and all manner of claims,  demands,  actions or
causes of action,  damages,  loss, costs or expenses which it may sustain, incur
or be put to by reason  Of any such  signs Or other  installations  hereinbefore
described  now  existing or which may  hereafter  be erected by the Tenant upon,
over or projecting from or above the Premises, and will pay the premiums charged
upon any bond of indemnity or liability policy in respect of such signs or other
installations  hereinbefore  described  issued  upon  demand  of any  authority;
Provided  always that the  Landlord  shall at all times be at liberty to examine
the signs or other installations hereinbefore described and that the Tenant will
repair Or strengthen  the same upon notice from the Landlord,  and if the Tenant
shall  fail to comply  with such  notice,  the  Landlord  shall be at liberty to
repair  or  strengthen  the  said  signs  or  other  installations  hereinbefore
described and the undertaking of such repairs or  strengthening  by the Landlord
shall  not  be  deemed  an  acknowledgment  or  admission  of any  liability  or
responsibility on the part of the Landlord.

26.  INDEMNITY TO LANDLORD:  The Tenant shall  indemnify  and save  harmless the
Landlord from any and all liabilities,  damages, costs, claims, suits or actions
arising out of:

a. 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;

b. any damage to property  while said property shall be in or about the Premises
during the Term and any renewal or extension thereof; and

c. any  injury  to any  licensee,  invitee,  agent or  employee  of the  Tenant,
including  death  resulting  at any time  therefrom,  occurring  in or about the
Premises  and/or on the lands of which the Premises  form a part during the Term
and any renewal or  extension  thereof;  and this  indemnity  shall  survive the
expiry or sooner termination of this Lease.

27. TENANT INSURANCE:

a. The Tenant  shall at its  expense,  provide and  maintain in force during the
Term of this Lease or of any renewal thereof:

i. plate  glass  insurance,  for the  benefit of the  Landlord  and the  Tenant,
covering  all plate glass in the  Premises,  including  plate glass  windows and
doors, in an amount equal to the full insurable value thereof;

ii. public liability  insurance,  for the benefit of the Landlord and the Tenant
as their  respective  interests may appear,  in the sum of FIVE MILLION  DOLLARS
($5,000,000.00) in respect of injury or death to one or more persons or property
damage; and

iii. in the event that the  Premises  contain a boiler  installation,  or in the
event  that the  same  shall at any time  during  the Term be  installed  on the
Premises,  then boiler insurance for the benefit of the Landlord and the Tenant,
in amounts  satisfactory to the Landlord in respect of injury or death to one or
more persons or property damage;


<PAGE>


                                     Page 10

b. All insurance  shall be effected with insurers and brokers and upon terms and
conditions  satisfactory  to the Landlord and  certified  copies of all policies
shall be delivered to the Landlord forthwith;

c. All policies of insurance  shall  contain a waiver of  subrogation  clause in
favour of the Landlord and shall also contain a clause requiring the insurer not
to cancel or change the  insurance  without  first  giving the Landlord 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 the amount of such premium forthwith upon demand; and

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.

28. DEFACING WALLS,  ETC.: The Tenant,  its servants,  agents,  concessionaires,
subtenants  and  licenses  will not drive nails or screws into,  nor mark,  cut,
drill in or in any way deface, any walls,  ceilings,  partitions,  floors, wood,
stone or iron work without the written consent of the Landlord.

29. LANDLORD MAY PERFORM TENANT'S COVENANTS: If the Tenant shall fail to perform
any of the  covenants or  obligations  of the Tenant under or in respect of this
Lease the Landlord may from time to time, in its discretion, perform or cause to
be performed any of such covenants or  obligations,  or any part thereof and for
such purpose may do such things as may be requisite,  including without limiting
the foregoing, may enter upon the Premises and do such things upon or in respect
of the Premises or any part  thereof as the  Landlord may consider  requisite or
necessary.  All expenses  incurred and expenditures  made by or on behalf of the
Landlord under this paragraph shall be forthwith paid by the Tenant.

30. PAYMENTS TO THE LANDLORD:

a. all  payments  required to be made by the Tenant  under or in respect of this
Lease shall be made,  at such place or places as the Landlord  may  designate in
writing,  to the  Landlord  or to such  agent or agents of the  Landlord  as the
Landlord  shall from time to time  direct in writing to the  Tenant.  The Tenant
shall pay to the  Landlord  interest at the rate of EIGHTEEN  PER CENT (18%) per
annum on all  payments  of rent and other  sums  required  to be made  under the
provisions  of this Lease  which have  become  overdue so long as such  payments
remain unpaid; and

b. All sums paid or expenses incurred hereunder by the Landlord,  which ought to
have been paid or incurred by the Tenant, or for which the Landlord hereunder is
entitled  to  reimbursements  from the  Tenant,  and any  interest  owing to the
Landlord  hereunder and any further sums due under this Lease to the Landlord by
the Tenant may be recovered by the  Landlord as  additional  rent by any and all
remedies available to it for the recovery of rent in arrears.


<PAGE>


                                     Page 11

31.  PEACEFUL  SURRENDER:   The  Tenant  shall,  at  the  expiration  or  sooner
termination of the Term,  peaceably surrender and yield up unto the Landlord the
Premises and deliver to the Landlord all keys to the Premises.

32. FURTHER LAW INVOKED:  The Tenant agrees with the Landlord that any rights or
privileges  which may accrue or enure to or for the  benefit of the  Landlord by
virtue  of  any  law   governing  the  relations  of  landlord  and  tenant  not
specifically mentioned herein and not inconsistent with the terms and conditions
hereof,  and all  rights  of  enforcement  of some  shall be deemed to be hereby
reserved to and claimed by the Landlord.

33.  DISTRESS:  The Tenant agrees with the Landlord that if the Landlord,  being
entitled so to do, levies distress against the goods and chattels of the Tenant,
such force as may be deemed necessary for the purpose and for gaining  admission
to the Premises  may be used without the Landlord  being liable to any action in
respect  thereof  or for any loss or damage  occasioned  thereby  and the Tenant
hereby  expressly  releases  the  Landlord,  its  sefVC3nts  and agents from all
actions,  proceedings,  claims or  demands  whatsoever  for or on  account or in
respect of any such forcible entry or any loss or damage sustained by the Tenant
in connection  therewith.  Notwithstanding  the benefit of any present or future
law taking away or limiting the Landlord's night of distress,  none of the goods
and chattels of the Tenant on the Premises at any time shall be exempt from levy
by distress.

34. REGISTRATION OF LEASE: The Tenant may only register this Leas.-- in the Land
Title  Office  with the  Landlord's  written  consent.  If the Tenant  elects to
register  the said Lease in the Land  Title  Office  and the  Landlord  consents
thereto, the cost of such registration, including the cost of putting this Lease
into registrable form, shall be borne by the Tenant.

35.  SUBORDINATION:  If  required  by the  Landlord  so to do, the Tenant  shall
subordinate  this  Lease to any  mortgages,  including  any  deed of  trust  and
mortgage and all indentures  supplemented thereto, which now or hereafter during
the term affect or relate to this Lease,  the Premises and to 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  postponement  of this Lease in favour of any
such mortgage in order to give effect to the provisions of this clause. Provided
that no such  subordination  shall be on terms as will permit the holder of such
mortgage to disturb the  occupation by the Tenant of the Premises so long as the
Tenant  shall  perform  all the terms,  covenants,  conditions,  agreements  and
provisos contained in this Lease.

36. LEGAL FEES,  ETC.: 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 Landlord in enforcing any of its rights  hereunder in the event of
default on the part of the  Tenant,  it shall be  entitled  to collect  from the
Tenant the  reasonable  cost of all such services as if the same were rent.  Any
such legal costs to be paid by the Tenant to the Landlord  hereunder shall be on
a solicitor and client basis.




<PAGE>


                                     Page 12
MUTUAL AGREEMENTS
37.     DAMAGE TO THE PREMISES:

a. If the  Premises  shall be  damaged by fire or other  casualty  other than by
reason of the fault or neglect of the Tenant,  its invitees,  servants,  agents,
concessionaires, subtenants or licensees, then the rent shall be abated in whole
or in part  according to the portion of the Premises  which is non-usable by the
Tenant until such damage is repaired;  provided that there shall be no abatement
for any time  required  for the  replacement  or repair of any  property  of the
Tenant or of alterations,  additions or improvements made by the Tenant which is
in excess of the time  required  for the  making of other  necessary  repairs or
replacements;

b. If the Premises are rendered  untenantable  by fire or other  casualty and if
the Landlord shall decide not to restore the same or if the Building shall be so
damaged that the Landlord shall decide not to restore it, then or in any of such
events,  the  Landlord  shall  within  ninety (90) days after such fire or other
casualty  give the Tenant a notice in writing of such decision and thereupon the
Term of this  Lease  shall  expire  forthwith  and the Tenant  shall  vacate the
Premises and  surrender the same to the  Landlord.  In such event,  the Tenant's
liability  for  rent  shall  cease  as of the day  following  the  fire or other
casualty; and

c. Subject to the immediate  preceding  paragraph,  if the
Premises  shall be damaged by fire or other casualty other than by reason of the
fault or neglect of the Tenant, its invitees, servants, agents, concessionaires,
subtenants  or  licensees,  the damage to the Premises  shall be repaired by the
Landlord  with  reasonable  diligence  at its  expense  except  that  repairs to
alterations,  additions or improvements made by the Tenant shall be performed by
the  Landlord  at the  expense of the  Tenant  and the  Tenant  shall at its own
expense  make all  repairs  and  replacements  of  property  which the Tenant is
entitled  to  remove  under  the  provisions  of  this  Lease.

38.  BANKRUPTCY,  ABANDONMENT,  ETC.:  The Tenant  covenants and agrees with the
Landlord that if the Term hereby granted or any of the goods and chattels of the
Tenant on the  Premises  shall be at any time during the Term seized or taken in
execution  or  attachment  by any  creditor of the Tenant or if the Tenant shall
make any  assignment  for the benefit of  creditors or any bulk sale or becoming
bankrupt  or  insolvent  shall take the benefit of any Act now or  hereafter  in
force for bankruptcy or insolvent  debtors or if any order shall be made for the
winding-up of the Tenant,  or if the Premises shall without the written  consent
of the Landlord  become and remain  vacant for a period of fifteen (15) days, or
be used by any other  persons than such are entitled to use them under the Terms
of this  Lease,  or if the  Tenant  shall  without  the  written  consent of the
Landlord  abandon  the  Premises  or sell or dispose of goods or chattels of the
Tenant or remove  them or any of them from the  Premises so that there would not
in the event of such  abandonment,  sale or disposal be sufficient  goods on the
Premises  subject to distress to satisfy the rent above due or accruing due then
and in every such case the then current  month's rent and the next ensuing three
(3) months' rent shall  immediately  become due and be paid and the Landlord may
re-enter  and take  possession  of the  Premises  as  though  the  Tenant or the
servants of the Tenant or any other  occupant of the Premises  were holding over
after the  expiration of the Term without any right whatever and the Term shall,
at the option of the Landlord forthwith become forfeited and determined,  and in
every one of the cases above such  accelerated  rent shall be recoverable by the
Landlord in the some manner as the rent hereby  reserved  and as if rent were in
arrears  and the said  option  shall be  deemed to have  been  exercised  if the
Landlord or its agent  gives  notice in writing of the same to the Tenant in the
manner in this Lease provided.


<PAGE>


                                     Page 13

39. RE-ENTRY:

a.   Proviso  for  re-entry  by  the   Landlord  on   non-payment   of  rent  or
non-performance  of covenants or in the case of a seizure or  forfeiture  of the
Term for any of the causes set forth in this Lease;

b.  Provided  that  notwithstanding  anything  contained  in this  Lease  or any
statutory  provisions  to  the  contrary,   the  Landlord's  right  of  re-entry
hereinbefore  set forth shall become  exercisable  immediately upon such default
being made;

c. Provided also that in the event of re-entry  being made,  the Tenant shall be
liable to the Landlord for the amount of the rent for the  remainder of the Term
of this  Lease as if such  re-entry  had not been made,  less the actual  amount
received  by the  Landlord  after such  re-entry  in  respect of any  subsequent
leasing applicable to the remainder of the Term; and

d.  Provided  also that in the event of re-entry  being made,  the  Landlord may
re-enter and take possession of the Premises by force, if necessary, without any
previous notice of intention to re-enter 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 and such r@--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.  The Tenant  hereby waives all claims of
damage to or loss of the Tenant's property caused by the Landlord in re-entering
and taking possession of the Premises.

40.  OVERHOLDING:  If the Tenant shall continue to occupy the Premises after the
expiration of the Term granted  hereby and the Landlord  shall accept rent,  the
new tenancy thereby created shall be deemed to be a monthly tenancy and shall be
subject to the covenants and  conditions  contained in this Lease insofar as the
same are  applicable  to a tenancy  from month to month save and except that the
rental payable shall be as determined by the Landlord.

41. UNAVOIDABLE FAILURES OR DELAYS BY LANDLORD:  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 by reason of being unable to obtain the
material, goods, equipment,  service, utility or labour required to enable it to
fulfill obligation or by reason of any statute,  low or  order-in-council or any
regulation or order passed or made pursuant thereto or by reason of the order or
direction  of  any  administration  controller  or  board  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 whether 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 business  interruption or inconvenience,
nuisance or discomfort thereby occasioned.  There shall be no deduction from the
rent by reason of any such failure or cause.

42.  NOTICES:  Any notice herein provided for or given hereunder if given by the
Tenant  to the  Landlord  shall be  sufficiently  given if  mailed  in Canada by
registered mail, postage prepaid, to the Landlord at the address shown on page 1
of this Lease.


<PAGE>


                                     Page 14

Any notice herein provided for or given  hereunder,  if given by the Landlord to
the Tenant,  shall be sufficiently given if mailed as aforesaid addressed to the
Tenant at the Premises or left at the  Premises.  Any notice mailed as aforesaid
shall be  conclusively  deemed to have been  given on the  second  business  day
following the day on which such notice is mailed as aforesaid.  Provided that if
mailed should there be,  between the time of mailing and the actual  delivery or
attempted  delivery of such  notice,  a mail strike,  slowdown or other  problem
which might affect delivery of such notice by the mails,  then such notice shall
only be deemed sufficiently given if and when actually delivered or an attempted
delivery  has been made.  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
notices  thereafter.  The word  "notice"  in this  paragraph  shall be deemed to
include any  request,  demand,  direction  or statement in writing in this Lease
provided or permitted to be given by the Landlord to the Tenant or by the Tenant
to the Landlord.

43. EMINENT  DOMAIN:  If the whole or any part of the Premises shall be taken by
any public authority under the power of eminent domain,  the Term hereby granted
shall  thereupon  cease  insofar as it covers the Premises so taken from the day
possession thereof shall be taken for such public purpose,  and the Tenant shall
be liable only for rent in respect of the Premises so taken up to the day of the
taking  thereof and if less than the whole be so taken,  the Landlord may at its
option  cancel and  terminate  this Lease with  respect to the  remainder of the
Premises,  but notice of such  cancellation  must be given to the Tenant  within
thirty  (30) days after such  notice of such  taking  has been  received  by the
Landlord,  but if the  Landlord  shall not elect to cancel the  Lease,  then the
Tenant shall remain in  possession of the remainder of the Premises and the rent
thereof shall be reduced in proportion of the floor space of the Premises hereby
demised.  All  compensation  or damages awarded in respect of such taking of the
Premises  and any  diminution  in value of the  remainder  thereof  shall be the
property of the  Landlord,  but the Tenant  shall be  entitled  to receive  such
compensation  or  damages as it may be able to  establish  against  such  public
authority  in  respect  of loss of its  business,  depreciation  of and  cost of
removal of stock and fixtures.

44. NON-WAIVER: The failure of the Landlord to insist upon strict performance of
any  covenant or  agreement  contained in this Lease or to exercise any right or
option hereunder shall not be construed or operate as a waiver or relinquishment
of the  future of any such  covenant,  agreement,  right or option and no waiver
shall be inferred  from or implied by anything  done or omitted by the  Landlord
save only  express  waiver in writing.  The  acceptance  of any rent from or the
performance of any obligation  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  assignee,  concessionaire,  subtenant,  licensee or
otherwise in the place and stead of the Tenant.



<PAGE>


                                     Page 15

45. LANDLORD NOT RESPONSIBLE FOR INJURIES,  LOSS,  DAMAGE,  ETC.,:  The Landlord
shall not be responsible in any way for any injury to any person or for any loss
of or damage to any property  belonging  to the Tenant or to other  occupants of
the Premises or to their respective  invitees,  licensees,  agents,  servants or
other persons from time to time  attending at the Premises  while such person or
property is in or about the  Premises or the  Building or the lands on which the
Premises are situate, including but without limitation, any loss of or damage to
any such prop" caused by theft or  breakage,  or by steam,  water,  rain or snow
which may leak into, issue or flow from any part of the Premises or any adjacent
or neighbouring  lands or premises or from any other place or quarter or for any
loss of or damage caused by or  attributable to the condition or arrangements of
any electric or other wiring or for any damage  caused by smoke or anything done
or omitted to be done by any other  tenant of the Landlord or for any other loss
whatsoever with respect to the Premises and/or any business carried on therein.


46. OCCUPANCY AVAILABILITY: If the Premises shall not be available for occupancy
by the Tenant upon the date of commencement of the Term hereby demised, the rent
under this Lease shall abate until the Premises are  available for occupancy and
the Landlord and its agents shall not be liable in any way for the  consequences
of occupancy not being available to the Tenant upon the date of commencement.

47.  REPRESENTATIONS:  The Tenant  agrees that it has leased the Premises  after
examining the same and that no  representations,  warranties or conditions  have
been made other than those  expressed  herein,  and that no argument  collateral
hereto  shall be binding  upon the  Landlord  unless it be made in  writing  and
signed on behalf of the Landlord.

48.  CONDEMNATION:  It is agreed by and between the Landlord and the Tenant that
in the event of the Premises being condemned in whole or in part other than as a
result of the fault or neglect of the Tenant, its servants,  agents, subtenants,
concessionaires,  or licensees, then the rent hereby reserved or a proportionate
part  thereof  according  to the nature and extent of the  condemnation  and all
remedies  for  recovering  the same  shall be  suspended  and  abated  until the
Premises,  at the option of the  Landlord,  shall have been rebuilt and made fit
for the  purposes as  aforesaid  of the Tenant,  failing  which this Lease shall
forthwith be terminated.  The Landlord  shall not be  responsible  for any loss,
damage  or  expense  which  the  Tenant  may  suffer  or incur by reason of such
condemnation.

LANDLORD'S COVENANTS QUIET ENJOYMENT:

49.      The Landlord covenants with the Tenant for quiet enjoyment.

49A. The Landlord shall use its best efforts to cause the Strata  Corporation to
repair and maintain  the building and  structure of the Premises and all systems
servicing the Premises, subject to the provisions of paragraph 37 hereof.

MISCELLANEOUS

50. HEADINGS: The headings to the clauses of this Lease are for convenience only
and shall not constitute part of this Lease.


<PAGE>


                                     Page 16

51.  GENERAL:  This Lease and  everything  herein  contained  shall enure to the
benefit of and be binding upon the heirs, executors, administrators, successors,
permitted assigns and other legal  representatives,  as the case may be, of each
of the  parties  hereto.  Where  there  are two or more  Landlords,  Tenants  or
Guarantors (if any), their obligations hereunder shall be joint and several. The
words  "Landlord",  "Tenant",  and  "Guarantor",  and the  personal  pronoun "if
relating to any of the same shall be read and construed as "Landlord",  "Tenant"
and "Guarantor" and "his",  "her",  "Its" or "their"  respectively as the number
and gender Of the party or parties referred to each require,  and the provisions
herein shall be read with all the other  grammatical  changes  thereby  rendered
necessary.

52. GOODS AND SERVICES TAX: The Tenant shall pay to the Landlord, in addition to
any rent payable  hereunder,  Goods and Services Tax on the said rent.  The said
Goods and  Services  Tax shall be due and  payable  when the rent on which it is
calculated  becomes due and  payable.  For the purpose of this Lease,  Goods and
Services Tax shall be defined to include any tax implemented by any governmental
authority  to replace the current  Goods and Services Tax and shall also include
any other tax such as value-added  tax,  multistage tax,  consumption tax or any
other forms of taxes,  fees or levies  payable by the Tenant and  collectable by
the Landlord.

IN WITNESS  WHEREOF the parties hereto have caused this Lease to be executed the
day and year first above written.


GREAT NORTHWEST INDUSTRIES OF CANADA
LTD. By its agent, Pacifica First
Management Ltd.

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


MILINX BUSINESS SERVICES INC.
Per:

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



<PAGE>


                                     Page 17

                                  SCHEDULE "A"

FIRST PART

The  Premises  comprise  the  premises  commonly  known as Suite 501 - 1080 Howe
Street, Vancouver, B. C.

         The Premises  shall exclude the outside face of all perimeter  walls of
the Premises, but shall include glass in the said perimeter walls.