L E A S E

                                TABLE OF CONTENTS

         ARTICLE        HEADING                                       PAGE NO.
        ------------  --------------                               -------------
                  DEFINITIONS                                          1
           1.01   INTENT OF LEASE                                      1
           2.01   DEMISE                                               2
           2.02   TERM                                                 2
           3.01   RENT                                                 2
           4.01   ADDITIONAL RENT                                      2
           5.01   PROPERTY TAX AND OPERATING EXPENSES                  3
           6.01   TENANT'S COVENANTS                                   4
           7.01   ASSIGNING AND SUBLETTING                             13
           8.01   LANDLORD'S COVENANTS                                 13
           9.01   DAMAGE, DESTRUCTION OF PREMISES                      15
         10.01    EXPROPRIATION                                        16
         11.01    LANDLORD'S RIGHTS AND REMEDIES                       16
         12.01    NON-WAIVER                                           18
         13.01    TENANT'S FIXTURES                                    19
         14.01    FORCE MAJEURE                                        19
         15.01    LIMITATION OF LANDLORD'S LIABILITY                   19
         16.01    RESERVATION TO LANDLORD                              20
         17.01    OVERHOLDING                                          20
         18.01    SERVICE OF LEGAL DOCUMENTS                           20
         19.01    GENDER                                               21
         20.01    DEFINITION                                           21
         21.01    NOTICES                                              21
         22.01    TIME OF ESSENCE                                      21
         23.01    ENTIRE AGREEMENT                                     21
         24.01    ENUREMENT                                            21
         25.01    CAPTIONS                                             22
         26.01    GOVERNING LAW                                        22
         27.01    ACCEPTANCE                                           22

SCHEDULE "A"      LEGAL DESCRIPTION
SCHEDULE "B"      SKETCH PLAN OF LEASED PREMISES
SCHEDULE "C"      STANDARD METHOD OF FLOOR MEASUREMENT
SCHEDULE "D"      RULES AND REGULATIONS
SCHEDULE "E"      OPERATING EXPENSES
SCHEDULE "F"      RENEWAL
SCHEDULE "G"      ADDENDUM TO LEASE
SCHEDULE "H"      LOCATION OF GENERATOR AND AIR CONDITIONER




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THIS INDENTURE OF LEASE made the,  31st day of May, 2000

BETWEEN: 1045 HOWE STREET HOLDINGS LTD., a body corporate, of the
         City of Vancouver, Province of British Columbia

(hereinafter referred to as the "Landlord")

                                                               OF THE FIRST PART

AND:     MILINX BUSINESS SERVICES, INC., a corporate body, of Suite
         901, 1080 Howe Street, of the City of Vancouver, Province of
         British Columbia

(hereinafter referred to as the "Tenant")

                                                              OF THE SECOND PART

WITNESSETH  that  in  consideration  of the  mutual  covenants,  conditions  and
agreements herein contained, the Landlord and Tenant and covenantor covenant and
agree as follows:

In this Lease:

(a)  "Building"  means the office and commercial  complex and all  appurtenances
thereto  (including  Common  Facilities  as  hereinafter  defined),  municipally
addressed  as 1045  Howe  Street,  Vancouver,  B.C.,  and  situate  on the lands
described in Schedule "All attached hereto (hereinafter called the "Lands",  and
together sometimes called the "Lands and Building").

(b) "Leased  Premises"  means that portion of the Floor shown outlined in red on
the plan annexed hereto as Schedule "B" to this Lease.

(c) Common Facilities" means the facilities within or serving the Building which
are  provided or  designated  by the Landlord for the use or benefit of Building
tenants and/or their  employees,  customers and invitees,  and includes  without
limitation,  and as the  same  may be  changed  from  time to  time,  entrances,
lobbies, sidewalks, driveways, vestibules,  corridors,  passageways,  stairways,
public elevators, public washrooms, and, where applicable, loading and unloading
areas, parking facilities, landscaped areas and service elevators, together with
the  facilities  or  equipment  within or serving the  Building  and the tenants
thereof, including, without limitation,  mechanical and electrical rooms and the
machinery and equipment therein,  fire protection and detection equipment,  duct
shafts, Building storage areas and service areas.

(d) "Normal  Business  Hours" means the hours from 8:00 a.m. to 6:00 p.m. Monday
to Friday, inclusive of each week, exclusive of all statutory or legal holidays,
or such other  lesser  hours as the  Landlord  may from time to time  specify by
regulation.

(e)      "Lease" means this Lease and the Schedules attached hereto.

INTENT OF LEASE

1.01 The Tenant  acknowledges  and agrees  that it is  intended  that this Lease
shall be a completely  carefree net lease for the Landlord  yielding  completely
net to the Landlord the rentals herein provided for, and that the Landlord shall
not be responsible during the term of the Lease for any costs, charges, expenses
or outlays of any nature whatsoever,  in respect of the said Lands,  Building or
improvements or the contents  thereof,  excepting only the Landlord's income tax
in respect of income  received from leasing the Leased  Premises,  and excepting
principal and interest  payments to be made in  connection  with any mortgage or
other financing placed on the said Lands,  Building and improvements  thereon by
the Landlord,  and except also as expressly herein provided;  and further,  that
all  costs,  expenses,  obligations  and  liabilities  of any  kind  and  nature
whatsoever relating to the Leased Premises and the Tenant's share


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of all operating  expenses,  costs,  obligations and liabilities of any kind and
nature in respect of the said Lands, Building and improvements thereon which may
arise or become due  during or in  respect  of the term of this  Lease  shall be
payable  and  will be paid by the  Tenant  without  any  variation,  set-off  or
deduction,  and the Tenant  covenants  and agrees to indemnify and save harmless
the  Landlord  from  and in  respect  of  any  and  all  such  costs,  expenses,
obligations and liabilities.

DEMISE

2.01  In  consideration  of  the  rent,  covenants,  agreements  and  conditions
hereinafter  reserved  and  contained  on the  part of the  Tenant  to be  paid,
observed,  kept and  performed,  the Landlord  hereby  demises and leases to the
Tenant and the Tenant hereby leases from the Landlord, the Leased Premises.

TERM

2.02 To have and to hold the Leased Premises for a term (hereinafter  called the
"Term") of Four (4) years and Four (4) months, commencing on 2000

July 1, (hereinafter  called the "Commencement  Date") and ending on October 31,
2000 (hereinafter called the "Termination Date").


RENT

3.01 Yielding and paying  annually  therefor unto the Landlord at the Landlord's
office  (or to such  other  person  or  persons  at such  place or places as the
Landlord  may from time to time in writing  designate)  annual basic rent of One
Hundred and Twenty Six Thousand and Forty Five Dollars  ($126,045.00)  plus GST,
payable monthly in advance in the amount of $10,503.75 plus GST.

It is understood and agreed that the aforesaid annual rent  (hereinafter  called
"Basic Rent") is calculated on the basis of Fourteen  Thousand and Five (14,005)
square feet,  more or less leased at the rate of Nine Dollars ($9.00) per square
foot per annum.  of Rentable Area and that the Rentable Area has been calculated
in accordance  with the Method of Floor  Measurement  annexed hereto as Schedule
"C".

ADDITIONAL RENT

4.01 In addition to the Basic Rent hereby  reserved the Tenant  agrees to pay to
the Landlord a monthly amount  (hereinafter called "Additional Rent") payable on
the first day of each month during the Term consisting of:

(a) One-twelfth (1/12th) of the Tenant's Proportionate Share of Property Tax for
each Taxation Year, or portion thereof,  occurring during the Term of this Lease
(as such  terms are  defined  in and as such Tax is  estimated  by the  Landlord
yearly in advance and determined in accordance  with clause 5.01 of this Lease);
and

(b)  One-twelfth  (1/12th)  of the  Tenant's  Proportionate  Share of  operating
Expenses for each operating Year, or portion thereof,  occurring during the Term
of this Lease (as such terms are defined in and as such  Expenses are  estimated
by the Landlord  yearly in advance and determined in accordance with clause 5.01
of this Lease).

Provided,  however,  that  following the end of each Taxation Year and Operating
Year occurring  during the Term,  the aggregate of such monthly  charges paid by
the Tenant  during the  relevant  Taxation  Years and  Operating  Years shall be
adjusted appropriately by the Landlord on the basis of the actual amount payable
by the Tenant for such Taxation Year and Operating  Year pursuant to this Lease,
and as set forth in a statement  to be  furnished  by the Landlord to the Tenant
following the expiration of such Taxation Year and Operating Year. Any resulting
excess or deficiency being payable respectively by the Landlord to the

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Tenant or by the Tenant to the  Landlord  shall be paid within  thirty (30) days
after the furnishing of each of such statement.

Provided  further that Basic Rent and Additional Rent are hereinafter  sometimes
called "Rental".

PROPERTY TAX AND OPERATING EXPENSES

5. 01 The Tenant  shall pay to the  Landlord  as  Additional  Rent the  Tenant's
Proportionate  Share  of the  Property  Tax for  each  Taxation  Year and of the
Operating  Expenses for each Operating Year. The Tenant I s Proportionate  Share
of any such Property Tax and Operating  Expenses  shall be paid by the Tenant to
the Landlord in the manner provided in this clause 5.

The  following  words and  phrases  wherever  used in this Lease  shall have the
following meanings:

(a) "Property Tax" means all taxes,  rates,  duties,  levies,  fees, charges and
assessments whatsoever,  imposed,  assessed, levied or charged on or against the
Lands or the  Building,  on or against  the  Landlord on account of the Lands or
Building  or  immovable   accessories  by  any  school,   municipal,   regional,
provincial,  federal,  parliamentary or other governmental body,  corporation or
authority,  including  any  amounts  imposed,  assessed,  levied or  charged  in
substitution  for or in lieu of any such taxes,  rates,  duties,  levies,  fees,
charges or assessments,  but excluding such taxes and capital gains, profits, or
excess profits taxes assessed upon the income of the Landlord.

If the system of property taxation shall be altered or varied and if any new tax
shall be levied  or  imposed  on all or any  portion  of the Lands and  Building
and/or the revenues  therefrom and/or the Landlord in substitution for and/or in
addition to Property Tax presently  levied or imposed,  then any such new tax or
levy shall be deemed to be the Property Tax.

(b)  "Taxation  Year" means a  consecutive  twelve (12) month period ending June
30th or such other consecutive  twelve (12) month period which may be determined
from time to time by the Landlord.

(c) "Operating  Expenses"  means and includes all expenses and costs incurred by
the  Landlord  in  connection  with  the  operation,   maintenance,  repair  and
replacement  of the Lands and Building to a first class  standard all as set out
in Schedule "E" of this Lease.

(d)  "Operating  Year"  means a  consecutive  twelve  (12) month  period  ending
December  31st,  or such  other  consecutive  twelve  (12)  month  period as the
Landlord from time to time may adopt.

(e)  "Tenant's  Proportionate  Share" means a fraction,  being the  numerator of
which is the Rentable Area of the Leased  Premises and the  denominator of which
is the aggregate  Rentable  Area of the Building,  all expressed in square feet.
The  aggregate  Rentable  Area of the  Building  is one Hundred  Thousand  Eight
Hundred and Ninety Two (100,892) square feet.

(f)  Janitorial  services  for the Leased  Premises  are to be  provided  by the
Landlord  with the cost to be included in the Operating  Expenses.  In the event
that the Tenant elects to use its own  Janitorial  services,  the Landlord shall
deduct Five Cents ($0.05) per square foot per month from the Operating  Expenses
and the  Tenant  may  reduce by Seven  Hundred  Dollars  and  Twenty  Five Cents
($700.25) from the monthly Additional Rent payable by the Tenant.

Notwithstanding  the  aforementioned  definitions of Taxation Year and Operating
Year,  if and whenever a Taxation  Year or an Operating  Year shall be less than
twelve  (12)  consecutive  months  having  regard  to the  Commencement  Date or
Termination  Date of the Term of this Lease,  or to the adoption by the Landlord
of an


                                      - 4 -


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Operating Year or of a Taxation Year other than as specified as aforesaid,  then
for the purposes of this Lease, such lesser period of time shall be deemed to be
the Taxation Year and Operating  Year  applicable to such period and any and all
appropriate  adjustments shall be made with respect to such deemed Taxation Year
and Operating Year.

TENANT'S COVENANTS

6.01 The Tenant hereby covenants with the Landlord as follows:

(a) The Tenant agrees to pay in lawful money of Canada to the Landlord the rents
herein reserved at the times herein provided  without any set-off,  compensation
or deduction whatsoever,  at the office of the Landlord at the address specified
or  designated  herein or at such other address as the Landlord may from time to
time by notice in writing to the Tenant direct.

All  rent  reserved  herein  including,   without  limitation,  Basic  Rent  and
Additional Rent, shall be deemed to accrue from day to day, or if for any reason
it shall be necessary to calculate  rent for irregular  periods of less than one
(1) year or less than one (1) month,  rent shall be  calculated so as to reflect
such daily accrual.

(b) Any and all other and further  amounts which may at any time or times during
the Term be or become  payable or  reimbursable  by the  Tenant to the  Landlord
under this Lease and whether  designated as Additional Rent or otherwise,  shall
be paid or reimbursed by the Tenant to the Landlord  promptly on demand and upon
failure by the Tenant so to pay may be  recoverable  by the  Landlord as rent in
arrears by any and all  remedies  available  to the Landlord for the recovery of
rent in arrears.

(c) The  Tenant  shall pay for all  electricity  consumed  or used in the Leased
Premises on a metered or on a Rentable  Area basis,  as  applicable.  The Tenant
shall also pay for gas, water,  telephone and other utility services consumed or
used in the Leased Premises, including, without limitation,  electricity and all
other  utilities  used  by  the  Tenant  for  laboratories  and/or  any  special
air-conditioning  system servicing its computers.  In addition, the Tenant shall
pay for all utilities (including electricity) consumed by any other machinery or
equipment  owned by the Tenant  whether  situate  within or  without  the Leased
Premises.   If  any  such  utility  service  cannot  reasonably  be  sub-metered
separately from the same utility service provided to parts of the Building other
than the Leased  Premises,  the Tenant shall pay for such  utility  service on a
connected load and usage basis and as determined by the Landlord's Engineer.

(d)  Notwithstanding  any  provision  in this  Lease  as to  Operating  Expenses
(including  Schedule "E"), the Tenant shall pay for all costs and expenses where
the costs and expenses are incurred  solely for the benefit of the Tenant or, if
the Tenant  enjoys the benefit of the same greater than on a pro rata basis with
other tenants, then the Landlord may, acting reasonably,  fix the amount payable
by the Tenant (even where such costs and expenses  might  otherwise be Operating
Expenses).

(e) The Tenant  shall pay,  as and when due,  all  business  taxes and any other
taxes or licence fees imposed in respect of the occupation of and the operations
conducted  in, on or from the Leased  Premises.  The Tenant shall pay all taxes,
rates and  assessments  levied,  charged or assessed  by any school,  municipal,
regional,  provincial,  federal or parliamentary body or authority against or in
respect of personal  property (other than that owned by the Landlord) situate in
or on the Leased  Premises or any part  thereof  (whether  or not such  personal
property is owned by the Tenant and whether  such taxes,  rates and  assessments
are levied, charged or assessed to the Landlord or to the Tenant), such personal
property to include, without limitation, fixtures,


                                      - 5 -


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improvements,  machinery and equipment  made and installed by the Tenant upon or
in the  Leased  Premises,  but not to include  machinery  and  equipment  of the
Landlord.

(f) If the Tenant  shall elect or cause to have the Leased  Premises or any part
thereof  assessed  or charged  with any  separate  School Tax or any  special or
additional  Taxes the Tenant shall pay to the Landlord,  as Additional  Rent, as
soon as the amount thereof is ascertained,  any amount by which the Taxes on the
Building  or the  Lands  or on the  Landlord  on  account  thereof  are  thereby
increased.

         (g) In the event of the Tenant failing to pay the aforesaid  utilities,
taxes,  licence fees, rates or assessments which it has herein covenanted to pay
and which  may  constitute  a lien or charge  upon the  Leased  Premises  or its
contents,  or the Building or Lands,  the  Landlord  may, if such default is not
cured after the giving of ten (10) days'  notice to the Tenant by the  Landlord,
pay all or any of the same and all such payments so made shall be recoverable in
the same manner as rent in  arrears;  provided,  however,  that where there is a
bona fide dispute of the amount or  propriety  of any payment  alleged to be due
from the Tenant and the Landlord is not prejudiced by non-payment,  the Landlord
may at its sole  discretion  pay or not pay the same until such dispute has been
resolved  either by  agreement  of the Tenant or by the  decision of a competent
authority,  whichever is the earlier in date;  whereupon such period of ten (10)
days will be deemed to commence on the date of such agreement or decision.

(h) The  Tenant  shall  have no access to and  shall  not  intermeddle  with the
electric  lightbulbs,  fluorescent  tubes,  starters,  ballasts and  fluorescent
fixtures used in the Leased Premises.

(i) The Tenant shall at its expense and throughout  the Term,  repair (and where
necessary,  replace) in a first class manner and keep whole and in a first class
condition  the  Leased  Premises   (including  any  carpet  installed   therein)
reasonable wear and tear, structural repair and replacement, and damage by fire,
lightning and tempest and other  casualty  against which the Landlord is insured
only excepted;  and the said Tenant will repair according to notice,  reasonable
wear and tear, structural repair and replacement,  and damage by fire, lightning
and tempest  and other  casualty  against  which the  Landlord  is insured  only
excepted;  and that he will keep and leave the Leased  Premises in good  repair,
reasonable wear and tear, structural repair and replacement, and damage by fire,
lightning and tempest and other  casualty  against which the Landlord is insured
only excepted.  For greater certainty,  but not so as to restrict the generality
of the  foregoing,  the Tenant shall repair and keep whole and in good condition
all carpeting in the Leased Premises and all glass in the Leased  Premises,  and
all glass,  including plate glass forming part of the perimeter outside or other
wall of the Leased Premises.

(j) If the Building,  including the Leased  Premises,  the  elevators,  boilers,
engines,  pipes or other  apparatus  (or any of them)  used for the  purpose  of
heating or air-conditioning  the Building or operating the elevators,  or if the
water  pipes,  drainage  pipes,  electric  lighting  or other  equipment  of the
Building  or the roof or outside  walls  becomes  damaged or  destroyed  through
negligence,  carelessness  or  misuse  by  the  Tenant,  his  servants,  agents,
employees,  or anyone permitted by him to be in the Building,  or through him or
them in any way damaging the heating apparatus, elevators, water pipes, drainage
pipes or other  equipment  or part of the  Building,  the cost of the  necessary
repairs,  replacements or alterations shall be the  responsibility of the Tenant
who shall pay such costs to the Landlord forthwith on demand.

(k) The Tenant  shall permit the  Landlord,  its servants or agents from time to
time within Normal Business  Hours, or at any time in the case of emergency,  to
enter and examine the state of

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maintenance, repair and order of the Leased Premises, all equipment and fixtures
within the Leased  Premises and any  improvements  now or hereafter  made to the
Leased  Premises and the Landlord may give notice to the Tenant  requiring  that
the Tenant  perform  such  maintenance  or effect such  repairs,  decoration  or
replacement as may be found necessary from such examination;  provided, however,
that the  failure of the  Landlord  to give such  notice  shall not  relieve the
Tenant from its  obligations to maintain,  repair,  decorate and keep the Leased
Premises and the Tenant's equipment,  fixtures and improvements  therein in good
condition  and in a  good  and  tenantable  state  of  maintenance,  repair  and
decoration.  The Tenant  agrees that the Landlord  shall have the right to enter
the Leased  Premises at all reasonable  times during the Term to make repairs or
alterations as the Landlord shall deem necessary for the safety or  preservation
or proper  administration  of the Leased  Premises  or any other  portion of the
Building,  and the  Landlord  may for such  purposes  attach  scaffolds or other
temporary  structures  to  the  Leased  Premises  all  without  compensation  or
responsibility  to the  Tenant  for any  loss,  injury,  damage,  inconvenience,
discomfort or annoyance suffered by the Tenant.

The Landlord, its servants or agents may at any time and from time to time enter
upon the Leased  Premises to remove any article or remedy any condition which in
the opinion of the Landlord,  reasonably  arrived at, would be likely to lead to
cancellation of any policy of insurance and such entry by the Landlord shall not
be deemed to be re-entry.

(1) The Tenant  agrees that the  Landlord,  its agents,  servants and  employees
shall not be liable for damage or injury to any  property of the Tenant which is
entrusted  to the care or control of the  Landlord,  its  agents,  servants,  or
employees nor shall the Landlord, its agents, servants, employees or contractors
be liable (save for its or their own  negligence) for any damage suffered to the
Leased Premises or the contents  thereof by reason of the Landlord,  its agents,
servants,  employees  or  contractors  entering  upon  the  Leased  Premises  to
undertake any examination thereof or any work therein.

(m) The Tenant shall,  when necessary  during the Term of this Lease and whether
upon  receipt of notice from the  Landlord or not,  perform,  effect and pay for
such   maintenance,   repairs,   decoration  or   replacements  as  may  be  the
responsibility of the Tenant under this Lease by the use of contractors or other
qualified  workmen  approved by the  Landlord in writing.  In the event that the
Tenant  fails to  comply  with the  Landlord's  notice  to  effect  maintenance,
repairs,  decoration  or  replacements  within  the  time  provided  for  in the
Landlord's  notice,  then the  Landlord  may cause  such  maintenance,  repairs,
decoration or  replacements  to be undertaken and the Landlord shall be entitled
to recover from the Tenant the cost thereof  together with a fee for supervision
of the carrying out of the Tenant's obligations,  such fee to be an amount equal
to ten (10%) percent of the costs incurred by the Landlord with respect thereto,
which costs and fees shall be  forthwith  payable by the Tenant to the  Landlord
and shall be recoverable in the same manner as rent in arrears.

(n) Upon the  expiration  of the Term of this Lease the Tenant shall  deliver to
the Landlord vacant and clean possession of the Leased Premises in the condition
in which the Tenant is required to maintain  the Leased  Premises in  accordance
with the terms and provisions of this Lease,  reasonable wear and tear excepted.
The Tenant shall deliver to the Landlord all keys to the Leased Premises and the
Building which the Tenant has in its possession.

(o) The Tenant shall use and occupy the Leased Premises only for lawful purposes
in connection with its corporate business, or professional offices,  provided it
shall comply with the requirements of federal, provincial and municipal laws and
regulations.  The Tenant shall not use or permit to be used the Leased  Premises
or any part thereof for any other purpose or

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business  without  the  written  consent of the  Landlord.  Notwithstanding  the
foregoing,  the  Tenant  shall not (i) have the right to  conduct a  restaurant,
cafeteria,  snack bar or other food  dispensing  operation in or from the Leased
Premises; provided, however, that the Tenant shall have the right to designate a
bag lunch area in the Leased  Premises for the exclusive use of employees of the
Tenant  and the  Tenant's  employees  shall have the right to boil water in such
area for the purpose of brewing beverages;  or (ii) use or permit the use of the
Leased Premises or any part thereof for the conduct of any business which is, or
is  similar  to,  the  business  carried  on by a Bank,  or by a trust  company,
acceptance or loan corporation,  or by a corporation or organization  engaged in
the  business of  accepting  money on deposit or lending  money,  or any similar
business.

(p) The  Tenant  shall  not use or  permit  to be used  any  part of the  Leased
Premises for any dangerous,  noxious or offensive trade or business,  nor use or
permit it to be used in such manner as to cause a nuisance or otherwise cause or
permit  annoying noises or vibrations or offensive  odours to emanate  therefrom
and the Tenant agrees that the Landlord shall determine in its own discretion if
any such state or  condition  exists.  The Tenant shall not permit or suffer any
waste or damage,  disfiguration,  or injury to the Lands and the Building or any
overloading  of the floor or floors of the Leased  Premises and the Tenant shall
not place therein any safe, heavy business machine or other heavy object without
first  obtaining the written  consent of the Landlord and the Tenant agrees that
the Landlord shall  determine in its own discretion if any state or condition of
overloading  exists or may exist. Any background music provided by the Tenant in
the  Leased  Premises  shall be from the same  source  as that  provided  by the
Landlord in the Building or if no background  music is provided by the Landlord,
from such  source as shall  have been  previously  approved  in  writing  by the
Landlord.

(q) The  Tenant  shall  not do or permit  to be done or omit to do  anything  or
permit any  omission  which  shall cause or shall have the effect of causing the
rate of  insurance  upon the Building or any part thereof to be increased at any
time during the Term, provided, however, that if such rate of insurance shall be
increased  as a result of the use and  occupancy  of the Leased  Premises by the
Tenant or any act or omission of the Tenant,  the Tenant  shall on demand pay to
the Landlord  the amount by which the  insurance  premium  shall be so increased
notwithstanding  any  other  remedy  the  Landlord  may have.  If any  policy of
insurance upon the Building or any part thereof is cancelled or is threatened to
be cancelled by the insurer  thereunder by reason of the use or occupancy of the
Leased  Premised by the Tenant or by any act or omission of the Tenant,  or such
of same as may be permitted by the Tenant, the Landlord may forthwith  terminate
this Lease by notice in writing and  thereupon  rent and any other  payments for
which the Tenant is liable  under this Lease  shall be  adjusted  to the date of
such termination and the Tenant shall  immediately  deliver up possession of the
Leased Premises to the Landlord and the Landlord may forthwith re-enter and take
possession of the same.

(r) The  Tenant  shall not  obstruct  the  Common  Facilities  or use the Common
Facilities other than for their intended purpose.

(s) If there is an  air-conditioning  system in the  Building,  the Tenant shall
cause all  Building  standard sun curtains to be kept closed on all windows when
exposed  to the sun  during  the time  when the  air-conditioning  system of the
Building  is in  operation.  The Tenant  shall  have the right to  install  over
curtains,  provided that any such over curtains shall be placed on the room side
of the sun  curtains  supplied  by the  Landlord  and  provided  that  such over
curtains shall not disrupt heating or air-conditioning  functions and the Tenant
shall be  responsible  for any damage to window  glass caused by the use of such
over curtains.

(t) The Tenant shall at its expense comply with all provisions of law including,
without limitation, federal and provincial

                                      - 8 -


<PAGE>



legislative  enactments,   building  and  other  civic  by-laws  and  any  other
governmental  and municipal codes and  regulations  which relate to the Tenant's
partitioning,  equipment, operation and use of the Leased Premises or the making
by the Tenant of any repairs,  replacements,  alterations,  additions,  changes,
substitutions or improvements of or to the Leased Premises or the conduct of any
business conducted in or from the Leased Premises.  The Tenant shall comply with
all police, fire and sanitary regulations imposed by any federal,  provincial or
municipal authorities or made by fire insurance underwriters.

(u) The Tenant  shall not  paint,  display,  inscribe,  place or affix any sign,
picture,  advertisement,  notice,  lettering  or  direction  on any  part of the
outside of the Building or visible from the outside of the  Building,  nor shall
the  Tenant  paint,  display,  inscribe,  place  or  affix  any  sign,  picture,
advertisement,  notice,  lettering  or  direction  on the  outside of the Leased
Premises (or outside the Leased  Premises but visible from the outside)  without
the  written  consent  of the  Landlord,  such  consent  not to be  unreasonable
withheld.  The Landlord shall  prescribe,  and the Tenant shall adopt, a uniform
pattern of Tenant  Identification signs to be placed on the outside of the doors
leading to the Leased Premises.

(v) The Tenant may, with the prior written consent of the Landlord (such consent
not to be unreasonably  withheld),  from time to time during the Term, make such
alterations, additions, substitutions and improvements to the Leased Premises or
any part  thereof as the Tenant may  reasonably  deem  necessary or desirable to
adapt the Leased Premises for its purposes, provided that the outside appearance
and  strength of the  Building  and the  mechanical,  electrical,  plumbing  and
air-conditioning   services  thereof  are  not  adversely  affected.   Prior  to
commencement  of any such  work the  Tenant  shall  submit to the  Landlord  for
approval drawings and  specifications  detailing such work, and the Tenant shall
thereafter  obtain the Landlord's prior written consent to any change or changes
in such drawings and  specifications.  Such work may be performed by contractors
or workmen engaged by the Tenant but in each case only as approved in writing by
the Landlord (such approval not to be unreasonably  withheld) and subject to all
conditions  which the Landlord may  reasonably  impose  (including  contractor's
public liability  insurance in reasonable  amounts) and the Tenant shall, in the
performance of any such work ensure, so far as may be possible, the progress and
completion  thereof  without  undue  delay.  Any such work shall be performed by
competent  contractors  or  workmen  whose  labour  union  affiliations  are not
incompatible  with those of any workmen  who may be employed in the  Building of
the Landlord,  its contractors or sub-contractors.  Provided,  however, the only
persons who shall in any way modify or work on mechanical,  electrical, plumbing
and air-  conditioning  systems shall be the contractors of the Landlord and the
Tenant  shall pay all of the  Landlord's  costs in  regard  to the same and,  if
required  by the  Landlord,  shall post an amount set by the  Landlord  for such
costs prior to any consent  being  required to be given by the  Landlord for the
purpose of making such alterations, additions, substitutions and improvements to
the Leased Premises.  The Tenant shall submit to the Landlord supervision of all
work  (although the Landlord  shall be under no obligation to so supervise,  and
shall in no way be  responsible  for any loss as a result of not so  supervising
any part or all of such work) and shall  promptly  pay all  charges or  expenses
pertaining to such  supervision,  including all charges  reasonably  made by the
Landlord for the time spent and disbursements incurred by its

employees  or  agents,  and all  fees and  expenses  charged  by the  Landlord's
consultants,   including  and  without  limiting  the  generality  thereof,  the
Landlord's Architect and Engineer.  Supervision shall include the examination by
the Landlord and its consultants,  or any of them, of the Tenant's  drawings and
specifications in regard thereto. Any connections of apparatus to the electrical
or telephone  systems other than a connection to an existing base  receptacle or
any connection of apparatus to the

                                      - 9 -


<PAGE>



plumbing  lines shall be deemed to be an  alteration  within the meaning of this
clause.

(w) To the extent  permitted by law, the Tenant shall at all times indemnify and
save  harmless  the  Landlord  of and from all loss and damage and all  actions,
claims, costs,  demands,  expenses,  fines,  liabilities and suits of any nature
whatsoever for which the Landlord shall or may become liable, incur or suffer by
reason of a breach,  violation or non-performance by the Tenant of any covenant,
term or  provision  hereof or by reason of any  builders' or other liens for any
work  done  or  materials   provided  or  services   rendered  for  alterations,
improvements,  or  repairs  made by or on  behalf of the  Tenant  to the  Leased
Premises,  or by reason of any injury occasioned to or suffered by any person or
damage to any property by reason of any  wrongful  act or  omission,  default or
negligence  on the part of the  Tenant  or any of its  agents,  concessionaires,
contractors,  customers,  employees,  invitees or licensees in or about the Land
and Building.  This indemnity  shall survive the expiration or earlier ending of
the Term.

(x) The Tenant further agrees that the Landlord  unless  negligent  shall not be
liable or responsible  in any way for any personal  injury,  including  death or
consequential  damage of any  nature  whatsoever,  however  caused,  that may be
suffered or  sustained  by the Tenant or by any other person who may be upon the
Lands and Building,  including the Leased Premises; or any loss or damage of any
nature  whatsoever,  however  caused,  to  the  Leased  Premises,  any  property
belonging to the Tenant or to the property of any person while such  property is
in or about the Lands and Building,  including the Leased  Premises;  whether in
the course of the performance of the Landlord's  obligations under this Lease or
otherwise,  save such as is  caused  by the  negligent  act or  omission  of the
Landlord or any of its agents, contractors or employees.

(y) The Tenant  further  agrees that the Landlord  unless  negligent  shall not,
under any  circumstances,  and without in any way  limiting  the  generality  of
paragraph 6.01 (x) hereof, be liable or responsible in any way for:

(1)      any loss or damage of any nature whatsoever:

(a) caused by failure, by reason of breakdown or other cause, to supply adequate
drainage, snow or ice removal or by interruptions of any utility or HVAC system,
or other services,  or by steam,  water,  rain, snow or other substances leaking
into, issuing or flowing into any part of the Leased Premises or from the water,
steam, sprinkler or drainage pipes or plumbing of the Building or from any other
place or quarter;

(b) caused by  anything  done or  omitted to be done by any other  Tenant of the
Building;

(c) however caused, if the Landlord, its agents, contractors, or employees enter
upon the Leased Premises in the case of an emergency; or

(2) any loss or damage  of any  nature  whatsoever,  however  caused,  to books,
records,  files,  money,  securities,  negotiable  instruments,  papers or other
valuables of the Tenant;

(3) any  business,  economic  or  indirect  loss or damage of the  Tenant of any
nature whatsoever, however caused; or

(4) any loss against which the Tenant is obligated to insure  against  hereunder
or has insured against.

(z) (1) The Tenant  shall,  during  the whole of the Term and during  such other
time as the Tenant  occupies  the Leased  Premises,  take out and  maintain  the
following

                                      -10-


<PAGE>



insurance,  at the Tenant Is sole expense,  in such form and with such companies
as the Landlord may reasonably approve:

(a) comprehensive  general liability insurance against claims for bodily injury,
including  death,  and  property  damage or loss  arising  out of the use and/or
occupation  of the Leased  Premises,,  or the Tenant's  business on or about the
Leased  Premises;  such  insurance  shall be in the name of the  Tenant  and the
Landlord  shall be added to such  insurance  as an  Additional  Insured so as to
indemnify  and  protect  both the Tenant and the  Landlord  and shall  contain a
"cross liability" or "severability of interests" clause so that the Landlord and
the  Tenant  may be  insured  in the same  manner  and to the same  extent as if
individual  policies  had been issued to each and shall be for the amount of not
less than  $3,000,000.00  combined  single  limit or such other amount as may be
reasonably  required  by the  Landlord  from  time to time;  such  comprehensive
general  liability  insurance  shall,  for the Tenant's  benefit  only,  include
contractual liability insurance in a form and of a nature broad enough to ensure
the obligations  imposed upon the Tenant under the terms of this Lease and shall
be extended to include the following extensions: non-owned automobiles, personal
injury and tenant's fire legal liability;

(b) all risk insurance upon its merchandise, stock-in-trade, furniture, fixtures
and improvements and upon all other property in the Leased Premises owned by the
Tenant or for which the Tenant is legally  liable,  and plate  glass  insurance,
covering all plate glass in the Leased  Premises,  including plate glass windows
and  doors,  store  front  thermopane,   double  set  glass  and  lettering,  if
applicable,  against  breakage and damage from any cause, all in an amount equal
to the full  replacement  value thereof,  which amount in the event of a dispute
shall be determined by the decision of the Landlord;

(c) business interruption  insurance on an all risk basis and on a form commonly
known as the "Profits" form; and

(d) owned  automobile  insurance with respect to all motor vehicles owned by the
Tenant and operated in its business.

(2) The policies of insurance referred to above shall contain the following:

(a) provisions that the Landlord is protected  notwithstanding any act, neglect,
or  misrepresentation  of the Tenant which might otherwise result in the voiding
of a claim under such policies and that such  policies  shall not be affected or
invalidated  by any act,  omission or negligence of any third party which is not
within the knowledge or control of the insurer(s);

(b) provisions  that such policies and the coverage  evidenced  thereby shall be
primary and noncontributing with respect to any policies carried by the Landlord
and that any coverage carried by the Landlord shall be excess coverage;

(c) provisions  that such policies of insurance  shall not be cancelled  without
the insurer providing the

                                     - 11 -


<PAGE>



Landlord thirty (30) days' written notice stating when such  cancellation  shall
be effective;

(d)      a waiver of subrogation as against the Landlord.

(3) The Tenant shall  further  during the whole of the Term  maintain such other
insurance in such  amounts and upon such terms as the  Landlord  may  reasonably
determine from time to time.

(4)  Evidence  satisfactory  to the  Landlord of all such  policies of insurance
shall be provided to the Landlord upon request.

(aa) Provided  the Tenant has  executed  the  within  Lease and has the  written
     consent  of  the  Landlord,  then,  and  in  any  event  on  or  after  the
     Commencement  Date, the Tenant may, at its expense,  paint and decorate the
     interior of the Leased  Premises  and  appurtenances  thereof and make such
     changes,  alterations  or  improvements  to and may paint and  decorate the
     interior  of the Leased  Premises as will,  in the  judgment of the Tenant,
     better adapt the same for the purposes of its business provided that:

     (a)  all changes,  alterations,  additions or improvements will require the
          written consent of the Landlord;

     (b)  all the Tenant's  partitioning  work will be done in  accordance  with
          plans and specifications  approved by the Landlord,  such approval not
          to be  unreasonably  withheld,  and in accordance with such conditions
          and  regulations  as may be adopted  from time to time by the Landlord
          with respect to such partitioning work;

     (c)  the Tenant may  decorate and install  fixtures and other  equipment in
          the Leased  Premises so long as such  installation  does not interfere
          with the  operations of the Building on or about the Leased  Premises,
          and  it  is  agreed  by  the   Tenant   that  the   Landlord   has  no
          responsibility, risk or liability whatsoever for any loss or damage to
          any  fixtures or other  equipment  so  installed or left on the Leased
          Premises by the Tenant;

     (d)  all changes, alterations,  additions and improvements will comply with
          all statutes,  regulations  or by-laws of any  municipal,  provincial,
          federal or other authority.

(bb) The Tenant  shall  permit the Landlord or its agents at any time within six
(6) months before the end of the Term to enter the Leased Premises during Normal
Business Hours in the company of prospective  tenants for the purpose of showing
the Leased  Premises to such  prospective  tenants.  The Landlord shall give the
Tenant reasonable notice prior to entering the Leased Premises. For security and
confidentiality reasons, an employee of the Tenant may accompany the prospective
tenants  during  such  showings  provided  the  Tenant or its  employees  do not
interfere with leasing efforts of the Landlord.

(cc) The Tenant  covenants  and  agrees  that the rules and  regulations  hereto
attached  as  Schedule  "D" are part of this Lease and shall in all  respects be
observed and obeyed, conformed to and performed by the Tenant and its employees,
servants,  agents and invitees.  The Landlord  shall have the right to make such
other  further  and  reasonable  rules and  regulations  relating  to the Leased
Premises  and to the  Building  as in its  judgment  may  from  time  to time be
necessary  for  the  proper  operation  of the  Building.  All  such  rules  and
regulations  now and  thereafter  in force shall be read as forming  part of the
terms and conditions of this Lease as if the same were embodied herein. All such
other

                                     - 12 -


<PAGE>



and  further  rules and  regulations  hereafter  made by the  Landlord  shall be
binding on the Tenant upon mailing a copy  thereof to the Tenant,  or by posting
the same in a conspicuous place in the confines of the Building to be designated
for such purpose.  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
of the  Building,  and the  Landlord  shall  not be  liable  to the  Tenant  for
violation of the same by any other  tenant,  its  servants,  employees,  agents,
visitors or licensees.

(dd) The Tenant  agrees that this Lease is and shall be subject and  subordinate
to any  mortgage or charge  which may now or hereafter be placed by the Landlord
against the Building,  the Lands,  or the Leased  Premises.  The Tenant  further
agrees that on the request at any time and from time to time of the  Landlord or
of any  mortgagee or  encumbrancer  of the Building to either (i) attorn to such
mortgagee  or  encumbrancer  and become  bound to it as its tenant of the Leased
Premises for the then unexpired residue of the Term and upon the terms contained
herein,  or  (ii)  postpone  and  subordinate  this  Lease  to the  mortgage  or
encumbrance  held by such mortgagee or  encumbrancer  with the intent and effect
that this Lease and all the rights of the Tenant  shall be subject to the rights
of such mortgagee or encumbrancer as fully as if the mortgage or encumbrance had
been made before the making of this Lease.  Whichever  of the  foregoing  may be
requested (and notwithstanding that any previous attornment and subordination to
such mortgagee or  encumbrancer  shall have been given) the Tenant shall execute
promptly any instrument of attornment,  postponement or subordination  which may
be so requested to give effect to the foregoing.

(ee) The  Tenant  shall at any time and from time to time upon not less than ten
(10) days' prior notice from the Landlord, execute and deliver to the Landlord a
statement in writing  certifying that this Lease is unmodified and in full force
and effect (or, if modified,  stating the  modifications and that the same is in
full force and effect as modified),  the amount of the Basic Rent and Additional
Rent then being paid  hereunder,  the dates to which the same and other  charges
hereunder have been paid, by instalments or otherwise,  and whether or not there
is any default on the part of the Landlord of which the Tenant has notice.

(ff) Should the Landlord convey or assign its interest in the Building and Lands
or otherwise  divest itself of its interest in the Building and Lands,  it shall
be  relieved of all  obligations  under this Lease after the date of delivery of
any such conveyance,  assignment or transfer, save and except for the obligation
to account  to the  Tenant  for any monies due and  payable to the Tenant by the
Landlord pursuant to this Lease.

(gg) 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  or  claimed to have been  done,  supplied  or
performed,  in respect of the Leased  Premises  and shall  forthwith  and in any
event in not less than ten (10) days after becoming aware of the same, discharge
or cause to be discharged any lien or claim of lien registered against the title
to the Lands and Building or any part thereof or affecting  the same and, in the
event that the Tenant  fails to do so, the  Landlord  may, but shall be under no
obligation to do so, pay into court the amount required to obtain a discharge of
any such lien in the name of the Tenant and any amount so paid together with all
disbursements and costs in respect of such proceedings on a solicitor and client
basis shall be forthwith due and payable by the Tenant to the

                                     - 13 -


<PAGE>



Landlord as  Additional  Rent.  The Tenant  shall allow the Landlord to post and
keep posted on the Leased  Premises  any notices that the Landlord may desire to
post under the  provisions  of the  Builders'  or  Mechanics'  Lien Act or other
legislation.

(hh) Not to refer to the  Building by any name other than by such name as may be
designated  from time to time by the  Landlord and the Tenant shall use the name
of the Building for the business address of the Tenant and for no other purpose.

(ii) To use the Leased  Premises for the purpose of a data  center,  call center
and corporate office and for no other purpose whatsoever.

(jj) The Tenant shall pay, if the Landlord elects not to include the cost of the
same from time to time in Operating Expenses, the cost of installing,  cleaning,
maintaining,  repairing and replacing  electric  lightbulbs,  fluorescent tubes,
starters,  ballasts,  fluorescent  fixtures and other lighting  equipment in the
Leased  Premises.  In such event,  the costs of the same in regard to the Common
Facilities shall remain to that extent an Operating Expense.

ASSIGNING AND SUBLETTING

7.01 Except as set out herein,  the Tenant may not assign or sublet the Premises
or any portion  thereof  without  the  Landlord's  prior  written  consent.  The
Landlord will not  unreasonably  withhold consent to assignment or subletting so
long as the  Tenant is in full  compliance  with the  provisions  of the  Lease.
Notwithstanding  the above,  the Tenant shall be permitted to sublet or assign a
portion of the Premises to related companies  without the Landlord's  consent or
written  notice  to the  Landlord  provided  the  Tenant  continues  to be fully
responsible for complying with all the terms and conditions of the Lease.

The Tenant shall not otherwise part with  possession of the whole or any part of
the Leased Premises.

LANDLORD'S COVENANTS

8.01 The Landlord covenants with the Tenant as follows:

(a) Upon the payment of the rent hereby  reserved at the times and in the manner
herein provided and upon the observance and performance of each and every one of
the covenants,  conditions,  restrictions  and  stipulations by the Tenant to be
observed or performed,  the Tenant shall and may peacefully and quietly  possess
and  enjoy  the  Leased  Premises  during  the Term of this  Lease  without  any
interruption  from or by the  Landlord  or any  persons  lawfully  claiming  by,
through  or  under it save and  except  as  expressly  provided  in this  Lease;
provided  and it is hereby  agreed that in no event will the conduct of repairs,
alterations,  additions  or  renovations  by the  Landlord  to the  exterior  or
interior of the Leased  Premises or the Building (nor  construction  work in, or
upon the Building or the Leased Premises)  constitutes a breach of this covenant
for quiet enjoyment.

(b) The Landlord shall permit the Tenant, its employees and all persons lawfully
requiring communication with it to have access to the Leased Premises and to the
Building during Normal Business Hours. At times other than Normal Business Hours
access to the Building and the Leased  Premises shall be in accordance  with the
rules and regulations established by the Landlord under this Lease.

(c) The Landlord shall permit the Tenant, its employees, invitees, and licensees
the right of access to and use of, in common with other tenants of the Building,
the toilet and washroom  facilities  in the Building  other than those  provided
exclusively



                                     - 14 -


<PAGE>



for the use of other  tenants,  and the  Landlord  shall  keep such  toilet  and
washroom  facilities  supplied  with hot and cold  water and in good  repair and
working order, reasonable wear and tear excepted.

(d) The Landlord  shall  operate,  maintain and clean the Building in accordance
with building management standards as are established by custom and practice for
comparable  buildings  in the City in which  the said  Lands  and  Building  are
situated.

(e) The Landlord shall furnish  sufficient heating to the Leased Premises during
Normal  Business  Hours to the same  standard  of comfort as is  established  by
custom and practice for comparable buildings in the City in which the said Lands
and Building are situated.

(f) Where there is an  air-conditioning  system in the  Building,  the  Landlord
shall  furnish  air-conditioning  to those areas  serviced by that system during
Normal  Business  Hours to the same  standard  of comfort as is  established  by
custom and practice for comparable  buildings in the City in which the Lands and
Building are situate. The Landlord shall, however, when requested by the Tenant,
furnish  air-conditioning  to the  Leased  Premises  other  than  during  Normal
Business Hours, but only at the expense of the Tenant and upon receipt of notice
from the Tenant not less than twenty-four (24) hours in advance.  The expense to
the Tenant for such additional air-conditioning shall be equal to the Landlord's
actual  cost  for  labour  and   utilities   used  in  the   operating   of  the
air-conditioning system during the period of such additional airconditioning.

(g) The Landlord shall provide  elevator  service in the Building  during Normal
Business  Hours and at least one  passenger  elevator  for service to the Leased
Premises  at all other  times.  In the event any  elevator  in the  Building  is
incapable of  operating  the Landlord  shall repair such  elevator  with all due
dispatch having regard to all of the circumstances.

(h) The Landlord  shall keep the Common  Facilities in a proper state of repair,
reasonable  wear and tear and  damage and  destruction  as covered by Article 10
excepted,  and the  Landlord  will  make all  repairs  and  replacements  to the
Building  elevators and to the Building heating and  air-conditioning  apparatus
(other  than  such  apparatus  as may be the  property  of or as may  have  been
installed by the Tenant). The Landlord will be responsible for the making of and
payment for structural  repairs to the Building and all of such repairs shall be
made  by  the  Landlord  as   expeditiously   as  reasonably   possible  in  the
circumstances;  provided  that the Landlord  shall not be liable for any direct,
indirect  or  consequential  loss or damage to any  person or  property  for any
failure  to do so,  unless  such loss or damage is caused by the  wilful  act or
neglect of the Landlord.  Provided further, however, that the obligations of the
Landlord  hereunder  are  subject  to Article  9.01,  it being the intent of the
parties  that this  Article  8.01 shall only apply where  Article  9.01 does not
apply.

(i) The Landlord  shall pay when due Property Tax,  rates and charges  levied or
assessed  against the Lands and the  Building,  saving and  excepting any tax on
personal property or income,  licences,  fees, or other taxes or charges imposed
upon the property,  business or income of tenants and the use of any premises by
tenants, including the Leased Premises.

(j) The Landlord shall take out or cause to be taken out and keep or cause to be
kept in full force and effect:

(i) All Risk Insurance  including flood and earthquake  insurance,  on the Lands
and Building and  including  improvements,  on a replacement  cost basis,  in an
amount such as would be carried by a prudent owner,  subject to such  deductions
and exceptions as the Landlord may

                                     - 15 -


<PAGE>



determine;  such insurance shall be in a form or forms normally in use from time
to time for buildings and  improvements  of similar nature  similarly  situated,
including,  should the Landlord so elect,  insurance to cover any loss of rental
income which may be sustained by the Landlord;

(ii) boiler and machinery  Insurance on such boilers and pressure vessels as may
be  installed  or under the  exclusive  control of the  Landlord in the Building
(other  than such  boilers  and  pressure  vessels  to be  insured by the Tenant
hereunder); and,

(iii) comprehensive general liability insurance against claims of bodily injury,
including  death and  property  damage  or loss  arising  out of the use  and/or
occupation  of the  Building  in an amount such as would be carried by a prudent
owner but in any case of not less than  $3,000,000.00  combined single limit, in
such form and subject to such  deductions  and  exceptions  as the  Landlord may
determine;

provided  that nothing  herein  shall  prevent the  Landlord  from  providing or
maintaining such broader coverage as the Landlord may determine.

DAMAGE, DESTRUCTION OR PREMISES

9.01 It is understood  and agreed that if during the Term of this Lease the said
Building of which the Leased  Premises form a part shall be damaged or destroyed
by fire,  lightning,  tempest,  impact of  aircraft,  acts of God or the Queen's
enemies,  riots,  insurrections,  explosion or other casualty,  then and in each
such event the following provisions shall have effect:

(a) If the Leased  Premises are rendered  partially  unfit for  occupancy by the
Tenant,  the Basic Rent hereby  reserved  shall abate in part only in proportion
that the part of the Leased  Premises  rendered unfit for occupancy bears to the
whole of the Leased Premises or if the Leased Premises are rendered wholly unfit
for  occupancy,  the Basic Rent hereby  reserved shall be suspended in each case
until the Leased Premises have been rebuilt and/or repaired or restored.

(b) If it shall require more than  forty-five (45) days to rebuild and/or repair
and  restore  the  Building  or the  Leased  Premises  and,  if such  damage  or
destruction shall have occurred within the last two years of the initial Term or
a Renewal  Term, if any, of this Lease,  the Landlord  shall not be obligated to
rebuild  and/or  repair and restore the  Building  or the Leased  Premises.  The
Tenant  shall be  released  from any further  obligation  under the Lease if the
Landlord elects not to rebuild and/or repair and restore the Leased Premises.

(c) If the  Landlord  shall,  pursuant  to the  provisions  of this  clause,  be
obligated to rebuild  and/or repair and restore the Building of which the Leased
Premises form a part,  such rebuilding  and/or repair and  restoration  shall be
commenced promptly and shall be proceeded with all reasonable diligence so as to
rebuild and/or repair and restore the Building of which the Leased Premises form
a part as nearly as  possible  to the  condition  that they were in  immediately
before such  damage or  destruction  or with such  changes as the  Landlord  may
determine. The Landlord shall not be liable to the Tenant for any loss or damage
suffered by the Tenant as a result of any  reasonable  delay in repair which may
arise by reason of  adjustment  of  insurance  on the part of the Landlord or on
account  of  labour  disagreements  or any other  cause  beyond  the  Landlord's
control.

(d) It is expressly  understood and agreed that in the event of an obligation of
the Landlord to rebuild and/or repair or restore

                                     - 16 -


<PAGE>




the Building of which the Leased  Premises form a part it shall not extend to or
be deemed to  include  the  rebuilding  and/or  repair  and  restoration  of any
alterations,  additions,  extensions,  equipment or installations made by or for
the Tenant upon the Leased Premises except for the floor covering  installed for
the Tenant by the Landlord.

(e)  Notwithstanding  the  foregoing,  if,  in the  opinion  of  the  Landlord's
Architect,  twenty (20%)  percent or more of the Rentable  Area of the Building,
excluding the area contained within the Leased Premises, is damaged or destroyed
and the Landlord  elects,  as a result thereof,  to demolish the Building,  then
notwithstanding  that the Leased  Premises may be  unaffected  by such damage or
destruction, and notwithstanding any covenant of the Landlord in this Lease, the
Landlord may on its election terminate this Lease and the tenancy hereby created
by giving to the  Tenant,  within  sixty  (60) days  following  the date of such
damage or destruction,  written notice of the Landlord's election so to demolish
and terminate and in such event this Lease and the tenancy  hereby created shall
terminate  sixty (60) days after the  delivery  of the said  written  notice and
Basic Rent shall be  adjusted to the date of  expiration  of the said sixty (60)
day notice  period,  at which time the Tenant shall deliver up possession of the
Leased Premises to the Landlord.

EXPROPRIATION

10.01 If  during  the Term of this  Lease  the  whole or any part of the  Leased
Premises or the Lands or Building are taken by expropriation, this Lease and the
Term hereunder will not be cancellable in whole or in part, but the Landlord and
the Tenant  will each be  entitled to such  compensation  with  respect to their
respective  interests as the Court or tribunal determining such compensation may
award.

LANDLORD'S RIGHTS AND REMEDIES

11.01 If and whenever:

(a) the Basic Rent hereby reserved or any part thereof or the Additional Rent or
any other monies to be paid  hereunder or any part thereof  shall not be paid on
the day appointed for payment thereof, whether lawfully demanded or not; or

(b) there is a material breach or non-observance or nonperformance of any of the
other covenants,  agreements,  provisos,  conditions or rules and regulations on
the part of the Tenant to be kept,  observed or performed,  and the same are not
cured within five (5) business  days of notice to so do (provided,  however,  if
they cannot reasonably be so cured in that time, then in such additional time as
may be  reasonably  necessary  with the Tenant  acting  diligently  to cure them
forthwith); or

(c) the  Leased  Premises  shall be vacated  or remain  unoccupied  for ten (10)
business days; or

(d) the  Leased  Premises  shall be used,  without  the  written  consent of the
Landlord, by any person other than the Tenant; or

(e) the Leased  Premises or any part thereof shall be used for any purpose other
than that for which the same were let; or

(f) the Term shall be taken in execution or attachment  for any cause  whatever;
then,  and in every such case,  it shall be lawful for the  Landlord at any time
thereafter to enter into and upon the Leased Premises or any part thereof in the
name of the  whole  and the same to have  again,  repossess  and enjoy as of its
former estate, anything in the Lease contained to the contrary notwithstanding.

                                     - 17 -


<PAGE>



11.02 If the Term hereof or any of the goods and chattels of the Tenant shall be
at any time seized in execution or  attachment  by any creditor of the Tenant or
if a receiver or receive  r-manage r is  appointed in respect of any property of
the Tenant or the Tenant shall make any  assignment for the benefit of creditors
or shall make any 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 is a  corporation  and any order shall be made for the  winding-up of
the Tenant, or other termination of the corporate  existence of the Tenant, then
in any such case this  Lease  shall,  at the option of the  Landlord,  cease and
terminate and the Term shall immediately  become forfeited and void and the then
current  month's Basic Rent and the next ensuing three (3) months' minimum Basic
Rent shall  immediately  become due and be paid and the Landlord may immediately
claim the same together with any arrears then unpaid and any other amounts owing
to the Landlord by the Tenant and the Landlord may without notice or any form of
legal process forthwith re-enter upon and take possession of the Leased Premises
and become the owner of and remove the Tenant's effects  therefrom,  any statute
or law to the contrary notwithstanding, the whole without prejudice to and under
reserve of, all other rights, remedies and recourses of the Landlord.

11.03 If at any time an action is brought  for  recovery  of  possession  of the
Leased Premises,  or the recovery of rental or any part thereof, or because of a
breach by act or omission of any other covenant herein  contained on the part of
the Tenant,  and a breach is  established,  the Tenant shall pay to the Landlord
all  expenses  incurred  by the  Landlord in the  enforcement  of its rights and
remedies hereunder.

11.04 In case the Leased  Premises  shall be deserted or vacated,  the  Landlord
shall have the right,  if it thinks fit, to enter the same,  as the agent of the
Tenant  either by force or otherwise  without  being  liable to any  prosecution
therefor,  and to relet the Leased  Premises as the agent and at the risk of the
said Tenant and to receive  the rental  therefor,  and the Tenant  shall pay any
deficiency in Basic Rent, Additional Rent, or any other monies otherwise payable
hereunder.

11.05 It is hereby  expressly  understood  and agreed that if at any time and so
often as the same shall happen,  the Tenant shall make default in the observance
or  performance  of any of the Tenant's  covenants  herein  contained,  then the
Landlord may, but shall not be obligated so to do, without  waiving or releasing
the Tenant from its  obligations  under the terms of this Lease,  itself observe
and perform the  covenant or  covenants  in respect of which the Tenant has made
default,  or make  payment of any monies that the Tenant has failed to pay;  and
all reasonable costs and expenses  incurred by the Landlord in the observance or
performance of such covenant or covenants including,  without limitation,  legal
costs as between  solicitor  and client and any monies so paid by the  Landlord,
with interest  thereon from the date upon which the Landlord shall have paid out
the same at a rate equal to three (3%)  percent per annum  above the  prevailing
Prime Rate from time to time charged on demand commercial loans as determined by
the Royal  Bank of Canada at its Main  Branch in the City of  Vancouver,  in the
Province of British Columbia, such interest being payable and compounded monthly
and calculated from the time the Landlord shall have paid out the same and shall
be a charge on the Leased  Premises in favour of the Landlord in priority to the
interest of the Tenant hereunder and of any person claiming under or through the
Tenant and all such  costs,  expenses,  monies  and  interest  thereon  shall be
payable by the Tenant,  any such monies paid out by the  Landlord as  aforesaid,
together with interest  thereon  forthwith on demand as Additional Rent, and the
Landlord shall have the same rights and remedies and may take the same steps for
the recovery thereof as for the recovery of rent in arrears.

11.06 The Tenant shall pay to the  Landlord  interest at the rate equal to three
(3%)  percent  per  annum,  above the  prevailing  Prime  Rate from time to time
charged on demand  commercial loans as determined by The Royal Bank of Canada at
its Main Branch in the City of Vancouver,  in the Province of British  Columbia,
on all  payments  of Basic  Rent and other sums  required  to be made under this
Lease which have become overdue so long as such payments remain unpaid.

                                     - 18 -


<PAGE>



11. 07 No condoning,  excusing or  overlooking  by the Landlord or Tenant of any
default,  breach or  non-observance by the Tenant or the Landlord at any time or
times in respect of any covenant,  proviso or condition  herein  contained shall
operate  as a waiver of the  Landlord's  or the  Tenant's  rights  hereunder  in
respect of any continuing or subsequent default, breach or non-observance, or so
as to  defeat or affect in any way the  rights  of the  Landlord  or the  Tenant
herein in respect of any such continuing or subsequent default or breach, and no
waiver  shall be  inferred  from or implied by  anything  done or omitted by the
Landlord or the Tenant save only express waiver in writing.

11.08 All rights and remedies of the Landlord in this Lease  contained  shall be
cumulative and not alternative.

11.09 The Tenant  waives and  renounces the benefit of any present or future law
taking away or limiting the Landlord's  right of distress on the property of the
Tenant and,  notwithstanding  any such law,  the Landlord may seize and sell all
the Tenant's  goods and property  which at any time have been located within the
Leased Premises whether within the Leased Premises or not and apply the proceeds
of such sale upon Basic Rent  outstanding  and upon the costs of the seizure and
sale in the same manner as might have been done if such law had not been passed.
The Tenant  further  agrees that if it vacates the Leased  Premises  leaving any
Basic Rent unpaid, the Landlord, in addition to any remedy otherwise provided by
law,  may seize and sell the said goods and  property of the Tenant at any place
to which the  Tenant or any other  person  may have  removed  them,  in the same
manner as if such goods and property had remained upon the Leased Premises.  For
the purpose of making a distress  or for the purpose of re-entry  for any reason
under this Lease, the Landlord by itself,  its agents or Bailiffs may break open
any door or window and enter upon the Leased  Premises,  and the  Landlord,  its
agents and  Bailiffs,  shall not be liable for any action in respect  thereof or
for any loss or damage occasioned thereby.  The Tenant hereby expressly releases
the Landlord from all actions, proceedings,  claims or demands whatsoever for or
on account of or in  respect  of any such  forcible  entry or any loss or damage
sustained by the Tenant in connection therewith.

NON-WAIVER

12.01 No covenant,  term or  condition  of this Lease shall be waived  except by
written  consent of the  Landlord  and the  forebearance  or  indulgence  by the
Landlord in any regard whatsoever shall not constitute a waiver of the covenant,
term or  condition  to be  performed  by the  Tenant and the  Landlord  shall be
entitled to invoke any remedy  available under this Lease or at law or in equity
despite  such  forebearance  or  indulgence.  The  waiver  of any  breach of any
covenant, term or condition by the Landlord shall not constitute a waiver of any
other breach regardless of the Landlord's  knowledge thereof.  The acceptance by
the Landlord of a part payment of any sums required to be paid  hereunder  shall
not constitute waiver or release of the right of the Landlord to payment in full
of such sums.  The  subsequent  acceptance of rent by the Landlord  shall not be
deemed a waiver of any  preceding  breach  of any  obligation  hereunder  by the
Tenant  other than the failure to pay the  particular  rent so accepted  and the
acceptance  by the  Landlord  of any rent from any person  other than the Tenant
shall not be  construed  as a  recognition  of any rights  not herein  expressly
granted, or as a waiver of any of the Landlord's rights, or as an admission that
such  person  is, or as a  consent  that  such  person  shall be deemed to be, a
sub-tenant  under or assignee  of this Lease.  Nevertheless,  the  Landlord  may
accept rent from any person occupying the Leased Premises at any time without in
any way  waiving  any  right  under  this  Lease.  Any  condoning,  excusing  or
overlooking  by the Landlord of any default,  breach or  non-performance  by the
Tenant at any time in respect of any payment,  covenant,  agreement,  proviso or
condition  contained  in  this  Lease  shall  not  operate  as a  waiver  of the
Landlord's rights in respect of any subsequent and/or continuing default, breach
or  non-performance,  or defeat or affect in any way the rights of the  Landlord
herein in respect of any subsequent  default,  breach or  non-performance.  Time
shall  be of  and  continue  to be of  the  essence  of  this  Lease  and of all
covenants, agreements, provisos and conditions contained in this Lease.

                                     - 19 -


<PAGE>



TENANT'S FIXTURES

13.01  The  Tenant's   fixtures  (other  than  trade  fixtures,   computers  and
communications   equipment),   together   with   all   alterations,   additions,
substitutions  and improvements  made and installed by the Tenant upon or in the
Leased  Premises  and which in any  manner  are  attached  to,  on, or under the
floors,  walls or ceilings of the Leased  Premises shall upon the termination of
this Lease become the Landlord's absolute property without compensation therefor
to the Tenant, and shall not be removed by the Tenant either during or after the
Term save as hereinafter  provided.  The making of the Tenant's repairs pursuant
to this Lease or the making or permissible Tenant's improvements and alterations
in  accordance  with this Lease shall not  constitute a removal for the purposes
thereof.  Upon the  termination of this Lease the Landlord may at its option and
at the  expense of the Tenant  require  the Tenant to remove any such  fixtures,
alterations,  additions, substitutions and improvements made or installed by the
Tenant  upon or in the Leased  Premises.  The Tenant  shall in the case of every
removal, either during or at the end of the Term, make good any damage caused to
the Leased Premises or to the Building in the course of such removal.

Notwithstanding  the above,  the  Tenant  shall not be  obligated  to remove the
office walls and partitions,  and floor coverings which will be installed at the
commencement of the Term as laid out in the floor plan in Schedule B.

FORCE MAJEURE

14.01  Save and except  for the  obligations  of the Tenant as set forth in this
Lease to pay Basic Rent,  Additional  Rent and other monies to the Landlord,  if
either  party  shall  fail to meet its  obligations  hereunder  within  the time
prescribed,  and such failure  shall be caused or materially  contributed  to by
force majeure (and for the purpose of this Lease, "force majeure" shall mean any
acts of God,  strikes,  lockouts or other industrial  disturbances,  acts of the
Queen's enemies,  sabotage,  war,  blockade,  insurrections,  riots,  epidemics,
lightning,  earthquakes,  floods, storms, fires, washouts, nuclear and radiation
activity  or  fallout,  arrests,  and  restraints  of rulers and  people,  civil
disturbances,  explosions,  breakage of or accident to  machinery,  inability to
obtain  materials or  equipment,  any  legislative,  administrative  or judicial
action which has been resisted in good faith by all reasonable  legal means, any
act,  omission,  or event whether of the kind herein enumerated or otherwise not
within the control of such  party,  and which by the  exercise of due  diligence
such party could not have been prevented,  but lack of funds on the part of such
party shall be deemed not to be a force  majeure),  such failure shall be deemed
not to be a breach of the  obligations of such party  hereunder and the time for
the performance of such  obligations  shall be extended  accordingly.  Provided,
however,  nothing  contained in this clause shall extend or otherwise change the
Termination Date hereof.

LIMITATION OF LANDLORD'S LIABILITY

15.01 The Landlord  shall not be liable or in any way  responsible to the Tenant
in respect  of any loss,  injury or damage  suffered  by the Tenant or others in
respect of (i) the property of the Tenant or others from theft; (ii) indirect or
consequential  damage or damages for personal  discomfort  or illness or loss of
business  resulting  from  the  interruption  of the  heating,  ventilating  and
air-conditioning  services  or any utility  services  to be provided  under this
Lease by the Landlord;  (iii) renovations,  replacements or repairs to the Lands
or Building or any part thereof; (iv) damage caused by other tenants,  occupants
or persons in the Leased  Premises  or other  premises  in the  Building  or the
public,  or damage  caused in the course of  construction  or  operation  of any
private or public  work in which the  Landlord  is not  directly  or  indirectly
involved;  (v) damage  required to be insured  against by the  Tenant;  and (vi)
injury or damage  (except where caused by the negligent acts or omissions of the
Landlord but excluding  injury or damage  required to be insured  against by the
Tenant) to persons or property

                                     - 20 -


<PAGE>



resulting  from  fire,  explosion,  falling  plaster,  escaping  steam  or  gas,
electricity,  water,  rain  or snow  or  leaks  from  any  part of the  Building
including the Leased  Premises,  or from any pipes,  appliances or plumbing work
therein, or from dampness.

15.02  The  term  "Landlord"  as used  in  this  Lease  so far as  covenants  or
obligations  on the part of the Landlord are concerned  shall be limited to mean
the  Landlord as  hereinbefore  set out,  while it retains  its  interest in the
Lands,  Building and Leased  Premises but upon a transfer of that interest,  the
Landlord shall be automatically  relieved,  after the date of such transfer,  of
all personal  liability  arising out of the  requirement  for performance of any
obligations on the part of the Landlord herein contained.

RESERVATION TO LANDLORD

16.01 Any space within the Leased Premises used for stairways and passageways to
other adjoining premises and stacks,  shafts, pipes,  conduits,  ducts, or other
Building   facilities,   the   heating,   electrical,   plumbing,   ventilation,
air-conditioning  and other  Building  systems,  and the use  thereof as well as
access thereto  through the Leased  Premises for the purpose of use,  operation,
maintenance and repair are expressly  reserved to the Landlord.  Notwithstanding
the reservation of such areas to the Landlord,  the Tenant acknowledges that the
cost of operation,  maintenance and repair thereof, except structural repair and
replacement, shall be included in Operating Expenses.

OVERHOLDING

17. 01 Upon the expiration or earlier termination of the Term of this Lease, the
Tenant shall quit and surrender the Leased Premises in good order and condition,
reasonable wear and tear excepted,  and the Tenant shall remove all its property
therefrom  except as otherwise  provided in this Lease. If the Tenant remains in
occupation  beyond the  expiration or earlier  termination  of this Lease,  such
continued  occupation  by the Tenant shall not have the effect of extending  the
Term or renewing the Term of this Lease for any period of time,  notwithstanding
any statute or law to the  contrary,  and the Tenant shall be presumed to occupy
the Leased  Premises  against the will of the Landlord,  who shall  thereupon be
entitled to make use of any and all remedies by law  provided for the  expulsion
of the Tenant including all claims for loss or damages provided,  however,  that
the  Landlord  may, at its option,  give to the Tenant  written  notice that the
Tenant may continue to occupy the Leased  Premises under a tenancy from month to
month and otherwise  under the terms and  conditions as the Landlord may specify
in the said written notice, including Basic Rent therefor.

Notwithstanding anything in this Lease to the contrary, if the Landlord does not
give said written notice as stated in this clause,  the tenancy  resulting shall
be a monthly  tenancy  only,  at the  monthly  rental  equivalent  to  one-tenth
(1/10th) of the gross Basic Rent payable for the year immediately  preceding and
subject to  termination  at the  election of the Landlord or the Tenant upon one
(1) month's  notice in writing,  and subject also to the terms,  conditions  and
covenants  herein  set  out,  except  as to the  length  of  tenancy,  it  being
understood that the acceptance of Basic Rent or any implied  condition in no way
renews this Lease as a yearly tenancy.

SERVICE OF LEGAL DOCUMENTS

18.01 Notwithstanding anything otherwise contained in this Lease and in addition
to any other method of service that may be authorized by the Rules of Court, the
Tenant hereby elects  domicile at the Leased Premises for the purpose of service
or formal receipt of any Writs of Summons or other legal documents in any action
or proceeding whatsoever by the Landlord to enforce its rights hereunder.



                                     - 21 -


<PAGE>



GENDER

19.01 Where  required the singular  number shall be deemed to include the plural
and the neuter gender the masculine or feminine.

DEFINITION

20.01 The  definition of any words in any paragraph of this Lease shall apply to
such words  when used in any other  paragraph  hereof  whenever  the  context is
consistent.

NOTICES

21.01 All notices, demands and requests which may be or are required to be given
under this Lease shall be in writing.  All notices,  demands and requests may be
served personally, sent by registered mail or postage prepaid, addressed in each
case delivered to or addressed to the Landlord as follows:

Box 16, 1128 Hornby Street
Vancouver, B. C., V6z 2L4

and to the  Tenant  at the  Leased  Premises  or at the  address  set out in the
description  on page 1 of this Lease or at such  other  place  within  Canada as
either of the Landlord or the Tenant may from time to time  designate by written
notice to the  other.  Notices,  demands  and  requests  which are served in the
manner aforesaid shall be deemed  sufficiently  served or given for all purposes
of this  Lease,  in the  case of  those  personally  served,  on the day of such
service,  and in the case of those given by prepaid  registered  mail or postage
prepaid,  on the date three (3) days  following  the date of such posting as the
case may be.

Where the Leased  Premises  shall have been  vacated or abandoned by the Tenant,
any  notice,  demand or  request  shall be deemed  sufficiently  given,  for all
purposes of this Lease, if posted on the Leased Premises.

TIME OF ESSENCE

22.01 Time shall be of the essence of this Lease.

ENTIRE AGREEMENT

23.  01 The  Tenant  acknowledges  that  there  have  been  no  representations,
warranties,  agreements, covenants or conditions expressed or implied, affecting
or relating to this Lease or the Leased  Premises  made or given by the Landlord
or any agent, officer, employee or servant of the Landlord which are not set out
in this Lease and that this Lease  constitutes the entire agreement  between the
Landlord and Tenant and may not be modified  except by  subsequent  agreement in
writing duly signed by the Landlord and the Tenant.

ENUREMENT

24.01 This indenture and everything  herein contained shall enure to the benefit
of  and  be  binding  upon  the  respective  heirs,  executors,  administrators,
successors,  permitted assigns and other legal representatives,  as the case may
be, of each and every of the parties hereto,  including the Covenantor,  if any,
and every  reference  herein to any  party  thereto  shall  include  the  heirs,
executors,  administrators,   successors,  permitted  assigns  and  other  legal
representatives  of such party, and where there is more than one tenant or there
is a male or female party or a corporation,  the provision  hereof shall be read
with all grammatical  changes thereby rendered necessary and all covenants shall
be deemed joint and several.

                                     - 22 -



<PAGE>



CAPTIONS


25. 01 The captions  appearing  in this Lease have been  inserted as a matter of
convenience  and for reference  only and in no way define,  limit or enlarge the
scope or meaning of this Lease, nor of any provision thereof.


GOVERNING LAW

26.01 This Lease shall be construed  and governed by the laws of the Province in
which the Lands and Building are situate.  Should any  provision or condition of
this  Lease be or become  illegal  or not  enforceable,  it shall be  considered
separate  and  severable  from  this  Lease  and its  remaining  provisions  and
conditions  shall  remain in force and be  binding  upon the  parties  hereto as
though the said provision or condition had never been included.

ACCEPTANCE

27.01  The  Tenant  hereby  accepts  this  Lease of the above  described  Leased
Premises to be held by it as Tenant  subject to the  covenants,  conditions  and
restrictions above and in the Schedules attached hereto set forth.

The Tenant covenants and agrees with the Landlord that the Landlord shall not be
obliged  to execute or  deliver  this Lease in form  registrable  under the Land
Title Act or any other statute governing  registration  and,  further,  that the
Landlord  shall not be  obliged  to  deliver a plan in  registrable  form of the
Building or the Lease Premises.

IN WITNESS WHEREOF the parties hereto have executed this Lease by affixing their
corporate seals by their authorized  officers in that behalf, or by the Tenant's
signature hereto, as of the day and year first above written.

LANDLORD:

The Corporate Seal of 1045 Howe Street
Holdings Ltd. was hereunto affixed on
this     day of            2000
in the presence of:

 /s/
---------------------------------
Signature

Accountant
---------------------------------
Title


TENANT:

The Corporate Seal of Milinx Business Services, Inc.
was hereunto affixed on this day of      , 2000
in the presence of:


   /s/
---------------------------------
Signature

President
---------------------------------
Title





<PAGE>







                                  SCHEDULE "A"

                                LEGAL DESCRIPTION

     This is Schedule  "A" to the Lease dated the 31st day of May,  2000 entered
into between 1045 Howe Street  Holdings  Ltd. as Landlord,  and Milinx  Business
Services, Inc. as Tenant.

City of Vancouver,
Lot "I",
Block 81,
District Lot 541,
Plan 15494.








<PAGE>






                                  SCHEDULE "B"

                                   FLOOR PLAN



     This is Schedule  "B" to the Lease dated the 31st day of May,  2000 entered
into between 1045 Howe Street Holdings Ltd. as

Landlord, and Milinx Business Services, Inc. as Tenant.

14,005 square feet, more or less, as shown in red, on the Third floor







                                [GRAPHIC OMITTED]

                              Diagram of Floor Plan



<PAGE>



                                   SCHEDULE C

                      STANDARD METHOD OF FLOOR MEASUREMENT


     This is  Schedule  "C" to the  Lease  dated  the day of 2000  entered  into
between 1045 Howe Street Holdings Ltd. as

Landlord, and Milinx Business Services, Inc. as Tenant.

PART I - SINGLE TENANCY FLOORS

The Rentable Area of a single tenancy floor shall be the area within the outside
walls  computed  by  measuring  from the  inside  surface  of the outer  masonry
Building wall to the inside surface of the opposite outer masonry Building wall,
or  alternatively  where the outer Building wall consists of fifty (50%) percent
or more of glass, from the inside surface of such glass to the inside surface of
the opposite  outer masonry  Building wall or the inside surface of the opposite
glass, whichever is applicable; and shall include:

     (a)  the areas of columns and projections necessary to the Building; and

     (b)  air-conditioning  shafts and ducts where a central  air-  conditioning
          system eliminates floor fan rooms; but shall exclude:

the areas of the following core areas,  with their enclosing walls (except where
any such wall shall be common to an adjacent accessory area as described in Part
II hereof or  adjacent  to  another  core  area,  then in any such case from the
centre of such common wall):

public stairs
public elevator shafts
flues
vents
stacks
pipe shafts
vertical ducts (except those referred to in (b) above).

PART II- MULTIPLE TENANCY FLOORS

The Rentable Area of the Leased  Premises,  where situate on a multiple  tenancy
floor, shall be the aggregate of:

     (a)  the area of the Leased Premises  computed by measuring from the inside
          surface of the outer masonry Building wall, or alternatively where the
          outer  Building wall consists of fifty (50%) percent or more of glass,
          from the inside  surface of such glass to the finished  surface of the
          corridor  side of the  corridor  partition  and from the centre of the
          partitions that separate the Leased  Premises from adjoining  Rentable
          Areas and from the outer surface of walls  enclosing  accessory  areas
          and core areas; and

     (b)  a Proportionate Share of the areas of the following accessory areas:

          (i)  public corridors and elevator  lobbies,  and with their enclosing
               walls  (except  when any such wall shall be common to an adjacent
               core area or adjacent to another accessory area, then in any such
               case from the centre of such common wall), and the following:

public toilets
janitor closets
electrical closets



<PAGE>



                                      - 2 -

telephone closets
air-conditioning rooms
fan rooms
air ducts

          (ii) air-conditioning   shafts   and  ducts   where  a  central   air-
               conditioning   system  eliminates  floor  fan  rooms;  but  shall
               exclude:

the areas of the following core areas,  with their enclosing walls (except where
any such wall  shall be common to an  adjacent  accessory  area or  adjacent  to
another core area, then in any such case from the centre of such common wall):

public stairs
public elevator shafts
flues
vents
stacks
pipe shafts
vertical ducts (except those referred to in (b) above).

For the  purpose of this Part II  "Proportionate  Share"  shall mean the product
obtained  by  multiplying  the  aggregate  area of all  accessory  areas  on the
respective floors by a fraction the numerator of which is the area of the Leased
Premises  and the  denominator  of which is the  aggregate  of the  areas of all
leasable premises on such floors.


<PAGE>



                                  SCHEDULE "D"


                              RULES AND REGULATIONS


     This is Schedule  "D" to the Lease dated the 31st day of May,  2000 entered
into between 1045 Howe Street Holdings Ltd. as

Landlord, and Milinx Business Services, Inc. as Tenant.


1. The  Landlord  shall  have the  right  to  control  and  operate  the  Common
Facilities  in such  manner  as it deems  best for the  benefit  of the  tenants
generally.  No tenant shall invite to the Leased  Premises,  or permit the visit
of,  persons in such numbers or under such  conditions as to interfere  with the
use and enjoyment of the Common Facilities by other tenants.

2. The Common  Facilities  shall not be  encumbered  or obstructed by tenants or
tenants' agents, servants, employees,  licensees or invitees, or be used by them
for any purpose other than as set out in this Lease.  The Landlord  reserves the
right to restrict and regulate the use of the  aforementioned  Common Facilities
by tenants and tenants' agents, employees,  servants, licensees and invitees and
by persons  making  deliveries  to tenants  (including,  but not limited to, the
right to allocate  certain  elevator or  elevators,  if any, and the  reasonable
hours of use thereof for delivery  service),  and the right to  designate  which
Building entrance or entrances shall be used by persons making deliveries to the
Building.

3. No awnings or other projections shall be attached to the outside walls of the
Building.  No curtains,  blinds, shades or screens other than those furnished or
approved  of by the  Landlord  shall be  attached  to,  or hung  in,  or used in
connection  with, any window or door of the Leased  Premises,  without the prior
written consent of the Landlord.  Such curtains,  blinds,  shades,  screens,  or
other fixtures must be of a quality,  type, design and colour as approved by the
Landlord, and attached in the manner approved by the Landlord.

4. No sign,  advertisement,  notice  or  other  lettering  shall  be  exhibited,
inscribed, painted or affixed by any tenant on any window or part of the outside
or inside of the Leased  Premises  or the  Building  without  the prior  written
consent of the  Landlord.  In the event of the violation of the foregoing by any
tenant,  the Landlord may remove same without any liability,  and may charge the
expense  incurred by such removal to such tenant.  Interior signs on doors shall
be  inscribed,  painted,  or  affixed  for  tenants by the  Landlord  or by sign
painters,  first  approved  by the  Landlord,  at the expense of the tenants and
shall be of a size, colour, and style acceptable to the Landlord.

5. The windows and doors and, if any, the sashes, sash doors, and skylights that
reflect or admit  light and air into the  halls,  passageways,  or other  public
places in the Building shall not be covered or obstructed by tenants,  nor shall
any  bottles,  parcels,  files,  papers  or  other  articles  be  placed  on the
windowsills.

6. No showcase or other articles shall be put in front of or affixed to any part
of the  exterior  of the  Building,  nor  placed  in the  halls,  corridors,  or
vestibules without the prior written consent of the Landlord.

7. The toilets,  urinals,  sinks and other water apparatus shall not be used for
any purposes other than those for which they were constructed, and no sweepings,
rubbish,  rags, ashes or other  substances  shall be thrown therein.  Any damage
resulting  from misuse shall be borne by the tenants by whom or by whose agents,
servants,  employees,  customers or invitees the same was caused.  Tenants shall
not let the water run unless it is in actual use, and shall not deface or damage
any part of the Building,  nor drive nails,  spikes,  hooks,  or screws into the
walls or woodwork of the Building.


<PAGE>



                                       -2-


S. Tenants shall not mark,  paint,  drill into, or in any way deface any part of
the Leased  Premises or the Building.  No boring,  cutting or stringing of wires
shall be permitted  except with the prior written consent of the Landlord and as
the Landlord may direct.  Only  contractors  approved in writing by the Landlord
may be employed by tenants for making  repairs,  changes or any  improvements to
the Leased  Premises.  Tenants shall not (without the Landlord's  prior consent)
lay floor  coverings other than unaffixed rugs, so that the same shall come into
direct  contact  with the  floor of the  Leased  Premises  and,  if wall to wall
carpeting,  linoleum or other  similar floor  coverings  other than the Building
standard carpet are desired to be used and such use is approved by the Landlord,
and if such floor  coverings  are placed or to be placed over tile flooring then
an interlining of builder's  deadening felt shall be first affixed to the floor,
by a paste or other  material  soluble  in water,  the use of cement or  similar
adhesive material being expressly  prohibited.  Metal cabinets shall be set on a
non-corrosive pad wherever the floors are tile.

9. No  bicycles,  vehicles or animals or birds of any kind shall be brought into
or kept in or about the  Building or the Leased  Premises  excepting  that those
vehicles so authorized  by the Landlord may enter and be kept in the  Building's
parking facilities.

10. No space in the  Building  shall be used for  manufacturing  or for lodging,
sleeping,  residential  purposes,  or any immoral or illegal purposes.  No space
shall be used for the  storage of  merchandise  or for the sale of  merchandise,
goods or property, other than in the ordinary course of business, and no auction
sales shall be made by tenants without prior written consent of the Landlord.

11.  Tenants  shall not make,  or permit to be made,  any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighbouring  buildings
or premises or those having business with them whether by the use of any musical
instrument,  radio,  television,  talking machine,  unmusical noise,  whistling,
singing or in any other way.  Tenants shall not throw anything out of the doors,
windows or skylights, if any, or down the passageways, stairs or elevator shafts
nor sweep anything into the corridors, hallways or stairs of the Building.

12. No  additional  locks or bolts of any kind  shall be placed  upon any of the
doors or  windows  by  tenants,  nor shall  any  changes  whatsoever  be made to
existing locks or the mechanics  thereof except by the Landlord,  at its option.
Tenants shall not permit any duplicate keys to be made,  but additional  keys as
reasonably  required  shall be supplied by the  Landlord  when  requested by the
Tenant  in  writing  and such  keys  shall be paid for by the  Tenant,  and upon
termination of the Tenant's  Lease,  the Tenant shall  surrender to the Landlord
all keys of the Leased Premises and other part or parts of the Building.

13. The Tenants and their agents, servants, contractors,  invitees or employees,
shall not bring in or take out, position,  construct,  install or move any safe,
business  machine or other heavy office  equipment  without first  obtaining the
consent in writing of the Landlord.  In giving such consent,  the Landlord shall
have the right in its sole discretion to prescribe the weight  permitted and the
position  thereof  and the use and  design  of  planks,  skids or  platforms  to
distribute  the weight  thereof.  All damage  done to the  Building by moving or
using any such heavy  equipment or other office  equipment or furniture shall be
repaired  at the  expense of the tenant.  The moving of all heavy  equipment  or
other office  equipment or furniture shall occur only outside of Normal Business
Hours or at any other time consented to by the Landlord and the persons employed
to move the same in and out of the Building  must be acceptable to the Landlord.
Safes and other  heavy  office  equipment  will be moved  through  the halls and
corridors  only upon steel  bearing  plates.  No freight or bulky  matter of any
description  will be received  into the  Building  or carried in the  elevators,
except during hours approved by the Landlord.

14. Tenants shall not occupy or permit any portion of the Leased  Premises to be
occupied  as an  office  for  a  public  stenographer  or  typist,  or  for  the
possession,  storage,  manufacture,  or sale of  narcotics  or drugs,  except as
incidental to the Tenant's main business.


<PAGE>



                                       -3-

15.  Tenants  shall  not  use the  name  of the  Building  or the  owner  in any
advertising without the express consent in writing of the Landlord. The Landlord
shall have the right to prohibit any  advertising by any tenant which in any way
tends  to  impair  the  reputation  of the  Building  or its  desirability  as a
building, and upon written notice from the Landlord,  tenants shall refrain from
or discontinue such advertising.

16. All  entrance  doors in the  Leased  Premises  shall be left  locked and all
windows shall be left closed by tenants when the Leased Premises are not in use.

17. The Landlord  shall in no way be responsible to any tenant for 1 of property
from the Leased Premises, however occurring, or for dam done to the furniture or
other  effects  of any  tenant by the  Landlord's  agents,  janitors,  cleaners,
employees or  contractors  doing work in the Leased  Premises.  The tenant shall
permit window cleaners to clean the windows of the Leased Premises during Normal
Business Hours.

18. The requirements of tenants will be attended to only upon application to the
Building  manager or such other  authorized  representative  as the Landlord may
designate in writing.  The Landlord's employees shall not perform any work or do
anything  outside of their regular  duties,  unless under specific  instructions
from  the  office  of  the  Landlord,   from  the  Building   manager  or  other
representative as aforesaid.

19.      Canvassing, soliciting and peddling in the Building are
prohibited, and tenants shall co-operate to prevent the same.

20. Any hand trucks, carryalls, or similar appliances used in the Building shall
be equipped  with rubber  tires,  side guards and such other  safeguards  as the
Landlord shall require.

21. Without first obtaining the Landlord's written permission, tenants shall not
install,  attach,  or bring into the Leased  Premises any equipment  (other than
normal office equipment such as electric typewriters, calculators, and the like)
or any instrument,  duct,  refrigerator,  air conditioner,  water cooler, or any
other appliance requiring the use of gas, electric current, or water. Any breach
of this rule will entitle the Landlord at the tenant's expense to enter into the
Leased Premises and remove  whatever the tenant may have so installed,  attached
or brought in.

22. The Landlord  reserves  the right to exclude  from the  Building  outside of
Normal  Business  Hours  and  during  all  hours on  weekends  all  persons  not
authorized by a tenant in writing, by pass, or otherwise,  to have access to the
Building  and the Leased  Premises.  Each tenant  shall be  responsible  for all
persons  authorized by him to have access to the Building and shall be liable to
the Landlord for all of their acts while in the Building.  When security service
is in effect,  entrance to the Building,  deliveries and exits shall be made via
designated entrances and the Landlord may require all persons to sign a register
on entering and leaving the  Building.  Any person found in the Building at such
times without authorization or a pass will be subject to the surveillance of the
employees  and  agents  of  the  Landlord.   The  Landlord  shall  be  under  no
responsibility for failure to enforce this rule.

23. The Tenant shall at all times keep all drapes,  blinds or curtains  adjusted
to  block  the  direct  rays  of the  sun in  order  to  avoid  overloading  the
air-conditioning systems.

24.  Neither  tenants  nor  their  servants,  employees,  agents,  visitors,  or
licensees  shall  at any  time  bring  or keep  upon  the  Leased  Premises  any
inflammable, combustible or explosive fluids, chemicals or substance, nor do nor
permit to be done anything in conflict  with any  insurance  policy which may or
might be in force upon the  Building  or any part  thereof or by reason of which
any fire insurance  premiums may be (or may be liable to be) increased;  or with
the laws relating to fires,  or with the  regulations of the Fire  Department or
the Health  Department;  or with any of the rules,  regulations or ordinances of
the City in which


<PAGE>


                                       -4-


the Leased Premises are located, or of any other duly constituted authority.

25.  Tenants shall not,  without first  obtaining the  Landlord's  prior written
approval, do any cooking, conduct any restaurant, luncheonette, or cafeteria for
the sale or service of food or beverages to its employees or to others, or cause
or  permit  any  odours  of  cooking  or  other  processes  or  any  unusual  or
objectionable  odours to emanate from the Leased  Premises.  Tenants  shall not,
without first obtaining the Landlord's prior written approval, install or permit
the  installation  or use of any  food,  beverage,  cigarette,  cigar  or  stamp
dispensing machine; or permit the delivery of any food or beverage to the Leased
Premises except by such persons  delivering the same as shall be approved by the
Landlord.  No food or beverage shall be carried in the public halls or elevators
except in closed containers.

26. Except as may be otherwise approved by the Landlord,  no tenant shall occupy
or permit to be  occupied  any portion of the Leased  Premises as an  employment
bureau, or advertise for labourers giving the Leased Premises as an address.

27.  No  tenant  shall,  at any  time,  while in or on any part of the  Lands or
Building, feed or leave any foodstuffs or any birds or other animals.

28. Each tenant shall keep its Leased Premises free of waste, rubbish and debris
at all times and provide proper receptacles in the Leased Premises for waste and
rubbish.

29. The Tenant shall be  responsible  for cleaning at reasonable  time intervals
any drapes and/or curtains that may be installed in the Leased Premises.

30. The Tenant shall not place, or permit to be placed,  any signs of any nature
whatsoever within the Leased Premises where the same can be seen from outside of
the Leased  Premises,  and shall not place, or permit to be placed,  any sign of
its or any of its employees or permit its employees to place any sign within the
Building or on or against the Building walls or on the Lands.

31. The Landlord reserves the right to promulgate,  rescind,  alter or waive the
rules  or  regulations  at any  time  prescribed  for  the  Building  when it is
necessary,  desirable or proper for its best interest and, in the opinion of the
Landlord, for the best interests of the tenants.

32. The Landlord will publish from time to time emergency fire  regulations  and
evacuation procedures in consultation with the applicable municipal authorities.
The Tenant will, at the Landlord's  request,  appoint a premises warden (wardens
for  multi-floor  users)  who will be  responsible  for  liaison  with  building
management in all emergency  matters and who will be responsible for instructing
employees of the Tenant in all emergency matters.

33. The Tenant shall inform the Landlord  immediately  of the  occurrence of any
waste or damage,  disfiguration or injury of the Lands, the Building, the Leased
Premises or the fixtures or equipment therein or thereon.

34. The Tenant shall advise the Landlord  immediately  of the presence of and do
all  things  necessary  to  remove  any  dangerous  condition  from time to time
existing on the Leased  Premises  and arising as a result of the act or omission
of the Tenant, its agents or servants.

35. The Tenant  shall not permit  smoking in the  Building  within or within the
Leased Premises.


<PAGE>



                                  SCHEDULE "E"

                               OPERATING EXPENSES



     This is Schedule  "E" to the Lease dated the 31st day of May,  2000 entered
into between 1045 Howe Street Holdings Ltd. as

         Landlord, and Milinx Business Services, Inc. as Tenant.

"Operating  Expenses"  means the  aggregate  of any and all  costs and  expenses
incurred by the Landlord, without duplication thereof, which are attributable to
the operation,  supervision,  maintenance and repair (including replacements but
excluding   structural   repair  and   replacement)  of  the  Building  and  the
supervision,  maintenance and operation of the Lands and shall include,  but not
be limited to:

(1)  Wages,  salaries  or  other  compensation  for all  employees,  agents,  or
contractors of the Landlord  performing services rendered in connection with the
Lands and Building,  including  without  limitation  the  superintendent  of the
Building along with his assistants and any clerical personnel,  window cleaners,
porters,  janitors,  cleaners  and other  handymen,  watchmen,  commissionaires,
caretakers or security personnel,  carpenters,  engineers,  firemen,  mechanics,
electricians,   plumbers,   painters  and  persons  engaged  in  the  operation,
maintenance and repair of the heating, ventilating, air-conditioning,  plumbing,
electrical and elevator systems of the Building.

(2) The cost of all employee benefits,  including unemployment insurance,  group
insurance, worker's compensation insurance, pension plans and medical and dental
premiums paid in connection  with any of the Landlord's  employees  specified in
(1) above.

(3) The costs incurred to purchase and maintain  uniforms supplied to any of the
Landlord's employees specified in (1) above.

(4) Costs incurred in lighting, sewer and sewer charges, cleaning, snow removal,
garbage  and  waste  removal,  decorating,   supervising,  replacing,  policing,
striping, music rentals, loudspeaker systems, maintenance and monitoring of fire
alarm  systems,  grounds  maintenance,  cleaning,  maintaining  and repairing of
parking areas, Building exterior maintenance, telephone, stationery supplies and
other materials,  and service  contracts in connection with, but not limited to,
any mechanical, electrical, security, cleaning or elevator maintenance.

(5)  Costs  incurred  for fuel or other  energy  for  heating,  ventilating  and
air-conditioning systems thereof and for electricity,  steam, water, oil, gas or
other power required in connection  with the lighting,  use and operating of the
Building.

(6) The actual  costs of all  insurance  as may be carried  by the  Landlord  in
respect of, or  attributable  to, the Building and the Lands or related  thereto
including without limitation fire and other perils, third party public liability
and property  damage,  boiler and machinery and rental  income  insurance,  more
specifically defined in this Leases.

(7) The  costs of any  modification  and  addition  to the  Building  an/or  the
machinery and equipment  therein and thereon when, in the reasonable  opinion of
the Landlord such expenditure may reduce Operating  Expenses,  or any additional
equipment  or  improvements  required  by law or, in the  Landlord's  reasonable
opinion, for the benefit or safety or the Building users.

(8) The total annual  amortization of capital costs and major repairs  excluding
structural  repairs (on a straight line basis over the useful life or such other
period as reasonable


<PAGE>



                                       -2-

determined by the Landlord),  and the interest on the  unamortized  capital at a
rate  equivalent  to the lending  rate  actually  charged or  chargeable  by the
Landlord's  bankers  from time to time on demand  commercial  loans  made to the
Landlord (and if different  loans are at a different rate of interest,  then the
lowest  of the  same),  of the  cost  of all  furniture,  machinery,  equipment,
replacements,  modifications,  additions and improvements to the Building which,
in the Landlord's  reasonable opinion, have an estimated useful life longer than
one (1) fiscal year and the cost whereof has not previously  been charged to the
Tenant.

(9) Sales and excise  taxes on goods and  services  provided by the  Landlord to
manage, operate or maintain the Building and equipment.

(10) Such portion of all taxes,  other than Real Estate  Taxes,  as the Landlord
shall have allocated to the Building and the Lands, including but not limited to
Corporation  Capital  Tax (to a maximum of 25 cents per square  foot),  place of
business taxes and other business or similar taxes assessed.

(11) Any reasonable  expenses  including legal,  appraisal,  administration  and
overhead  incurred by the Landlord  verifying  and/or obtaining or attempting to
obtain a reduction of any Real Estate Taxes not  otherwise  provided for in this
Lease.

(12)  Reasonable  Fees  and  expenses  of the  Landlord's  firm  of  accountants
pertaining  only to services  performed  in the  preparation  of any  statements
required specifically for the tenants under the provisions of this Lease.

(13) A management Fee equal to three and a half (311%) percent of the Basic Rent
payable to the Landlord in connection with the Leased Premises.

(14) Such other  direct  operating  costs,  charges and  expenditures  of a like
nature as may be  incurred  in respect of the proper  preservation,  protection,
maintenance and operation of the Lands and Building.

(15) Operating Expenses shall not include interest on debt or capital retirement
of  debt  or  amounts  charged  to  depreciation   except  for  depreciation  or
amortization  of  expense-reducing  improvements  and  equipment or as otherwise
provided herein.

(16) Unless the Landlord  elects to exclude  these costs in regard to the Leased
Premises by giving  notice from time to time in writing to the Tenant,  the cost
of  installing,   cleaning,   maintaining,   repairing  and  replacing  electric
lightbulbs,  fluorescent tubes,  starters,  ballasts,  fluorescent  fixtures and
other lighting equipment in the Building.


<PAGE>




                                  SCHEDULE "F"

                                 OPTION TO RENEW


     This is Schedule  "F" to the Lease dated the 31st day of May,  2000 entered
into between 1045 Howe Street Holdings Ltd. as

         Landlord, and Milinx Business Services, Inc. as Tenant.

Upon the  expiration of the Term herein  granted,  and provided that, and for so
long  only as the  Tenant  pays the  rents  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 Tenant shall have
the right and option at his election to renew this Lease for an additional  term
of Five (5) years upon and subject to the  covenants,  conditions and agreements
as art set forth in the Landlord's  standard form of lease for the Building then
in use. Such Renewal Term shall commence on the day  immediately  succeeding the
expiration  of the Term of this  Lease  (the  "Renewal  Date")  and shall end at
midnight of the day  immediately  preceding the fifth (5th)  anniversary  of the
first day of the Renewal Term unless sooner  terminated  in accordance  with the
provisions  of this Lease.  The Tenant shall  exercise such option to renew this
Lease by giving  notice in writing to the  Landlord not earlier than twelve (12)
months and not later  than six (6)  months  prior to the last day of the Term of
this Lease (the 'Notice Period"). . If requested by the Tenant during the Notice
Period, the Landlord will provide the Tenant with a copy of its standard form of
least for the  Building  then in use. In the event that the Tenant fails to give
such notice to the Landlord as herein  provided,  the Lease shall  automatically
terminate at the end of the Term and the Tenant shall have no further  option to
extend this Lease

The renewal lease shall not contain any  provision  for further  renewal and the
annual Net 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  or  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 or given by landlords to achieve such rental (the "New Annual
Net Rent).  The New Annual Net 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  Leased  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  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 Net Rent and
should  the  Three   Experts  be  unable  to  agree  among   themselves  on  the
determination,  the opinion of the majority, being 2 of the Three Experts, shall
be final and binding on the Landlord and Tenant.

In the  event  the  Tenant  is in  default  of any  term of the  Lease  after he
exercises  his right to renew,  then  whether  such  default is cured or not the
Landlord,  notwithstanding  any  other  remedy it may have,  may  terminate  the
renewal of the Lease and the Tenant shall have no further right to any renewal.


<PAGE>



                                  SCHEDULE "G"

                                ADDENDUM TO LEASE


     This is Schedule  "G" to the Lease dated the 31st day of May,  2000 entered
into between 1045 Howe Street Holdings Ltd. as

Landlord, and Milinx Business Services, Inc. as Tenant.

Right of Second Refusal to Lease Fourth and Fifth Floors

If at any time  during  the Term  hereof  (or any  renewal  term)  the  Landlord
receives an acceptable  written offer to lease the whole or any part of rentable
space on the Fourth and Fifth floors  (hereinafter called "Additional Space") of
the Building from a third party, the Landlord shall notify the Tenant in writing
thereof  and the  Tenant  shall  have the right of second  refusal  to lease the
Additional Space upon the same terms and conditions as are contained in the said
acceptable offer to lease, provided that such right shall be exercised by notice
in writing to the  Landlord  within  three (3)  business  days after the date of
receipt of the said notice;  if the Tenant fails to exercise such right to lease
the said Additional Space within such three (3) day period,  its right of second
refusal  thereupon shall terminate.  If the aforesaid right of second refusal is
not exercised and further space on the fourth and fifth floors becomes available
for rental during the Term hereof or any renewal term, the Tenant shall have the
further right of second  refusal  concerning a subsequent  offer to lease on the
space, and so on from time to time.

Landlord's Base Building Work

     The Landlord at its sole cost shall be responsible for the following work:

(a) Demolish the  existing  improvements  and  corridors  where  required by the
Tenant;

(b) Prepare the floor to receive  Tenant's  choice of building  standard  carpet
which is to be supplied and installed by the Landlord;

(c) Replace or repair any damaged ceiling tiles to the Building's new standard;

(d)  Upgrade the third (3 d) floor  elevator  lobby and corridor to the standard
     on the fourth and fifth floors; and

(e) Ensure  Building  HVAC system is in proper  working  condition  and ready to
receive  Tenant's  leasehold  improvements  and proper standard  exterior window
coverings are in place.

The  Tenant  acknowledges  that  all  above  work  had  been  completed  to  its
satisfaction.

Tenant's Work

The Tenant shall be responsible for leasehold  improvement work performed in the
Premises.  The Tenant shall be responsible for the  installation and maintenance
of its telephones,  computers and special communications  equipment,  wiring and
fixtures.  At the expiry of the Term the Tenant  shall have  possession  of such
equipment.

The Tenant shall be responsible  for the  preparation of all space plan services
with  respect to the  Leasehold  Improvements.  The Tenant  shall  submit to the
Landlord working drawings of the proposed Leasehold Improvements, which drawings
must be approved by the Landlord prior to the commencement of any work.

It is the  Tenant's  responsibility  to secure with the  Landlord's  cooperation
(such cooperation not to be unreasonably  withheld),  all the necessary building
permits  and  approvals  required  by the City of  Vancouver  for the  Leasehold
Improvements. Such permits must be secured before any work shall commence on the
Premises. The Tenant shall also be responsible for making application for


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                                       -2-


a certificate of occupancy as required by the City of Vancouver,  and the Tenant
shall not take  occupancy of the Premises  until such approval from the City has
been obtained.



Cancellation

The  Tenant  shall have the right to cancel the Lease  on/or  anytime  after the
second (2nd ) anniversary  of the  Commencement  Date providing at least six (6)
months prior written notice is provided and the Tenant pays to the Landlord as a
penalty  four (4)  months  gross rent plus GST.  The  penalty  payment  shall be
submitted at the time the notice is given.


Fixturing Period

The Tenant shall have a fixturing period prior to the Commencement Date in which
to carry out construction of its Leasehold  Improvements.  Such fixturing period
shall be provided free of Rent,  operating  expenses,  and property  taxes.  The
Tenant may also occupy the Premises during the Fixturing  Period for the purpose
of moving.

Parking

The Landlord  shall make  available  to the Tenant at the Tenant's  option up to
eight (8) parking  stalls to be located in the  Building  parking  garage at the
prevailing  market rental rate from time to time,  currently One hundred and Ten
Dollars  ($110.00)  per month per stall,  plus  applicable  taxes.  The Landlord
acknowledges  that the Tenant shall use two of the parking  stalls as identified
in Schedule "H", to install  emergency  generators and air  conditioning  units.
Upon  termination of this Lease,  The Tenant  covenants that it will restore the
stalls, and any other stalls it may use for the same purpose,  to their previous
conditions.

Deposit

The  Landlord  acknowledges  receipt  of a  deposit  of Forty  Thousand  Dollars
($40,000.00)  from the  Tenant  which is to be applied  equally by the  Landlord
towards the Tenant's first and last months gross rent.


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                                  SCHEDULE "H"

                 LOCATION OF GENERATOR AND AIR CONDITIONER UNIT


     This is Schedule  "H" to the Lease dated the 31st day of May,  2000 entered
into between 1045 Howe Street Holdings Ltd. as

Landlord, and Millnx Business Services, Inc. as Tenant.

Parking stalls identified with a "X" on the Second Floor Parking.

                                1045 HOWE STREET
                               LANE LEVEL PARKING
                                      LANE

                                [GRAPHIC OMITTED]

                              DIAGRAM OF FLOOR PLAN