OFFER TO SUBLEASE


To:  CB Richard Ellis Limited
     # 600 - 111 West Georgia Street
     Vancouver, BC  V6E 4M3

Attention:  Mr. Howell Lyons

Milinx Business Services,  Inc. (the "Subtenant") hereby offers to sublease from
Bena Gold Corporation  (the  "Sublandlord") a portion of the building located at
595 Burrard Street,  Vancouver, BC (the "Building"),  on the following terms and
conditions:

1.       PREMISES

Being fifteen  thousand nine hundred fifty five (15,955) square feet of rentable
area on the thirty second (32nd) and portion of the thirty first (31st) floor as
shown on the floor plan attached as Schedule "A" (the "Premises").

2.       TERM

Commencing  December 1, 2000 (the  "Commencement  Date") and expiring  April 21,
2002.

3.       RENTAL

The  annual  rental  shall be Three  Hundred  Fifty  One  Thousand  Ten  Dollars
($351,010.00), plus Goods and Services Tax ("GST"), and shall be paid in advance
in equal monthly  installments of Twenty Nine Thousand Two Hundred Fifty Dollars
and Eighty Three Cents  ($29,250.83) on the first day of each month of the term,
on the basis of the rent being  Twenty Two Dollars  ($22.00) per square foot per
annum, plus GST.

4.        PROPERTY TAXES AND OPERATING EXPENSES

The  Subtenant  shall  be  responsible  and pay for its  proportionate  share of
building  property taxes and operating  expenses,  plus GST, as described in the
Lease and currently  estimated to be Fourteen  Dollars and Eight Cents  ($14.08)
per  square  foot per annum  for  2000.  The  Subtenant  shall  also pay for its
business taxes and telephone charges.

5.       COMMUNICATIONS EQUIPMENT

The Subtenant shall be responsible for the  installation  and maintenance of its
telephones, computers and special communications equipment.

6.       STATE OF THE PREMISES

The  Sublandlord  shall  provide the Premises on an "as is" basis to include all
existing  built-in  fixtures  (excluding  boardroom,  audio visual  components),
shelves, desks, counters, cupboards and reception desk.

                                                               [GRAPHIC OMITTED]
                                           Initials of Sublandlord and Subtenant


<PAGE>


                                       -2-

OFFER TO SUBLEASE (cont'd)

7.       LEASEHOLD IMPROVEMENTS

Any alterations the Subtenant wishes to carry out shall comply with the terms of
the Lease and the Subtenant  shall obtain any applicable  approvals  required by
the City of Vancouver and the Landlord's architects,  mechanical, electrical and
structural consultants, at the Subtenant's cost.

8.       PARKING

The Subtenant shall make all parking arrangements directly with the Landlord.

9.       SUBLEASE DOCUMENT

This Offer together with the Lease shall constitute the Sublease Agreement.

10.      USE OF PREMISES

The Premises are to be used as a business office.

11.      LEASE

The Subtenant agrees to abide by and assume the terms, and conditions, rules and
regulations  contained  in the  Lease a copy of  which  shall be  provided  upon
receipt of this Offer.

12.      DEPOSIT

All deposit monies, plus GST, required by this agreement shall be payable to:

CB Richard Ellis Limited
#600 - 111 West Georgia Street
Vancouver, BC  V6E 2M4

The Subtenant shall, within forty eight (48) hours of acceptance of the Offer to
Sublease by the Sublandlord,  tender a deposit cheque in the amount of Fifty One
Thousand  Three  Hundred  Twenty Nine Dollars  ($51,329.00),  including GST (the
"Deposit").  Such Deposit shall be held in trust by CB Richard Ellis Limited and
shall be applied  towards payment of gross rent for the first month of the lease
term.  The Deposit  shall be held in trust by CB Richard Ellis Limited until the
Subtenant takes possession of the Premises, after which time the monies shall be
transferred to the Sublandlord's account

                                                               [GRAPHIC OMITTED]
                                           Initials of Sublandlord and Subtenant


<PAGE>


                                       -3-

OFFER TO SUBLEASE (cont'd)


13.      SUBTENANT'S CONDITION


This Offer to Sublease is conditional  upon the  Subtenant's  Board of Directors
approval and review and  approval of the Lease for four (4)  business  days from
the date of acceptance of the Offer.  This  condition is for the sole benefit of
the Subtenant and may be waived at any time within the time period  specified by
delivery of written  notice to CB Richard Ellis  Limited.  Should this condition
not be removed  then this Offer shall be null and void and all monies  deposited
by the Subtenant shall be returned promptly.

14.      SUBLANDLORD'S CONDITION

This Offer to Sublease is subject to the Sublandlord reviewing and approving the
creditworthiness of the Subtenant within four (4) business days of acceptance of
this Offer. This condition is for the sole benefit of the Sublandlord and may be
waived at anytime within the time period specified by delivery of written notice
to CB Richard  Ellis  Limited.  Should this  condition  not be removed then this
Offer shall be null and void and all monies  deposited by the Subtenant shall be
returned promptly.

15.      PREPAID RENT

The Subtenant shall pay to the Sublandlord  (which shall be held in trust,  with
interest accruing to the Subtenant, by the Sublandlord's lawyers) the gross rent
owing  for the  last  six  (6)  months  of the  term.  Half  shall  be due  upon
unconditional  acceptance of this Offer to Sublease and the balance  December 1,
2000. For the purpose of clarification the amounts are as follows:

Upon Unconditional Acceptance       $153,988.00 (including GST)
December 1, 2000                    $153,988.00 (including GST)

16.      LANDLORD'S CONSENT

This Offer to Sublease is subject to the consent of the  Landlord in  accordance
with the terms of the Lease.

17.      AGENCY DISCLOSURE

The Sublandlord and the Subtenant  acknowledge and agree that in accordance with
the Code of Ethics of the Canadian  Real Estate  Association,  CB Richard  Ellis
Limited (the "Agent") and Howell Lyons (the  "Salesperson")  have disclosed that
they are acting in a limited dual agency capacity and will be compensated by the
Sublandlord.

                                                               [GRAPHIC OMITTED]
                                           Initials of Sublandlord and Subtenant


<PAGE>


                                       -4-

OFFER TO SUBLEASE (cont'd)


18.      FACSIMILE TRANSMISSION


A party  hereto may  signify  its  agreement  to the terms  hereof by  facsimile
transmission.  A telecopy facsimile of this agreement received by a party hereto
which shows the signature of the authorized signatory of the other party will be
good proof of execution by that other party.

19.      ACCEPTANCE

The Counter Offer to Sublease is open for acceptance  until 5:00 p.m. on the 8th
day of August, 2000.

DATED at Vancouver this 2nd day of August, 2000.

MILINX BUSINESS SERVICES, INC.

Per:   /s/                                           /s/
----------------------------------            ----------------------------------
    (Authorized Signatory)                           (Witness)

 We hereby  accept this Offer to Sublease and agree to be bound by the terms and
conditions contained herein.

DATED at Vancouver this 3rd day of August, 2000.

BEMA GOLD CORPORATION

Per:   /s/                                           /s/
----------------------------------            ----------------------------------
    (Authorized Signatory)                           (Witness))


<PAGE>


                                  SCHEDULE "A"

                                [GRAPHIC OMITTED]



                    DESCRIPTION: FLOOR PLAN OF THE "PREMISES"




                                                               [GRAPHIC OMITTED]
                                           Initials of Sublandlord and Subtenant