EXHIBIT 10.17


                                   [GRAPHIC]
                                   HQ GLOBAL
                                   WORKPLACES


                         MASTER OFFICE SERVICE AGREEMENT

This  Master  Office  Service  Agreement  ("Master  Agreement")  is dated and is
entered into in Seattle,  Washington by and between HQ GLOBAL  WORKPLACES,  INC.
(hereinafter "HQ") and Shopping Sherlock, Inc. (hereinafter "Client").

     1.  OFFICE.  Client  shall  execute an Office  Service  Agreement  ("Office
Agreement") for each HQ Global  Workplaces center location where Client licenses
an Office and is provided  services by HQ.  Furthermore,  each Office  Agreement
shall be attached as a schedule to this Master  Agreement.  Furthermore,  all of
the terms and conditions of each Office Agreement shall be incorporated into and
become part of this Master Agreement.

     Client shall, as part of the Base Services, be granted a license to use the
Office and shall have access to the Office  twenty-four  (24) hours a day, seven
(7) days a week. HQ agrees to provide  office  cleaning,  maintenance  services,
electric  heating and air  conditioning  to the Office for normal  office use in
such  reasonable  quantities  and  during  such  reasonable  hours  as  shall be
determined by HQ or the Building.  In addition,  Client will have reasonable use
of HQ common area facilities during normal business hours.  Client shall use the
Office and common areas of the HQ Global  Workplaces  center  solely for general
office use in the conduct of the Client's  business.  HQ agrees, at its own cost
and expense,  to furnish and to install  furniture,  fixtures and equipment that
are in HQ's sole opinion necessary to provide suitable office facilities for the
Client upon such terms and  conditions  routinely  applicable  to the  facility;
provided that such furniture, fixtures and equipment shall remain HQ's property.

     If, for any reason whatsoever, HQ is unable to provide use of the Office or
a mutually agreed upon alternative Office at the time herein agreed,  Client may
either extend the  Commencement  Date until the Office becomes  available or, as
its sole remedy for such failure, cancel and terminate this Agreement if the use
of the Office is not  available to Client  within five (5)  business  days after
written notice to HQ by Client,  in which case any prior payments shall be fully
refunded.  No such failure to provide use of the Office shall  subject HQ to any
liability for loss or damage,  nor affect the validity of this  Agreement or the
obligations of the Client hereunder.

     HQ will  have the right to  relocate  Client  to  another  office in the HQ
Global  Workplaces  center,  and to substitute  such other office for the Office
licensed hereby, provided such other office is substantially similar in area and
configuration to Client's  contracted  office and provided Client shall incur no
increase in the Monthly Base Office Fee or any relocation cost or expense.

     2. SERVICES. HQ agrees, in consideration of the Monthly Base Office Fee, to
provide Base  Services to Client as described in Schedule "A". From time to time
during the Term, HQ may, at its option,  make other services available to Client
of the nature  described  in  Schedule  "B",  at fees that are from time to time
established  by HQ. Fees are subject to change at HQ's  discretion,  with thirty
(30) days written notice to the Client from the HQ Global Workplaces  center. HQ
shall be under no  obligation  to provide  Schedule  "B" services if the monthly
cost thereof exceeds the Refundable Services Retainer. In the event Client is in
default of this Agreement,  HQ may, at its option,  cease furnishing any and all
services including telephone services.

     Client  will not offer to any party in the HQ Global  Workplaces  center or
the Building, any of the services that HQ provides to its clients including, but
not limited to, the services described in Schedule "A" or "B".

     Client acknowledges that due to the imperfect nature of verbal, written and
electronic communications,  neither HQ nor HQ's Landlord or any of its officers,
directors, employees, shareholders, partners, agents or representatives shall be
responsible  for  damages,  direct or  consequential,  that may result  from the
failure of HQ to furnish any service,  including  but not limited to the service
of conveying  messages,  communications  and other utility or services  required
under  this  Master  Agreement,  Office  Service  Agreement  or agreed to by HQ.
Client's  sole  remedy and HQ's sole  obligation  for any  failure to render any
service,  any error or  omission,  or any  delay or  interruption  with  respect
thereto,  is limited to an adjustment to Client's  billing in an amount equal to
the charge for such service for the period  during  which the failure,  delay or
interruption continues.

     WITH THE SOLE EXCEPTION OF THE REMEDY SET FORTH IN THIS  PARAGRAPH,  CLIENT
EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE ANY CLAIM FOR
DAMAGES,  DIRECT OR  CONSEQUENTIAL,  INCLUDING  WITH RESPECT TO LOST BUSINESS OR
PROFITS,  ARISING  OUT OF ANY  FAILURE  TO  FURNISH  ANY  SERVICE,  ANY ERROR OR
OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF THE SAME.

     3. DURATION OF AGREEMENT. This Master Agreement can be terminated by either
party upon thirty (30) days written notice provided such notice is in accordance
with section  8(G),  if and only if all of the licenses for office space granted
in accordance with the attached schedules have expired or been terminated.

     Upon any  termination  of this Master  Agreement  or any Office  Agreement,
whether  by  lapse of time or  otherwise,  or upon any  revocation  of  Client's
license  herein  granted,  the Client shall cease all use of the Office,  the HQ
Global Workplaces center and all services immediately.  For each and every month
or portion thereof that Client continues use of the Office after the termination
of this Master  Agreement or any Office Agreement by lapse of time or otherwise,
without the express  written  consent of HQ, Client shall pay HQ an amount equal
to two (2) times the Monthly Base Office Fee  computed on a per-month  basis for
each month or portion thereof that Client continues the use of the Office.

     4.  PAYMENTS AND  ESCALATIONS.  Client agrees to pay to HQ the Monthly Base
Office Fee plus applicable  sales or use taxes, in advance,  on the first day of
each calendar month during the Initial Term and all extensions thereof,  without
any deduction, offset, notice or demand. If the Commencement Date shall be other
than the  first  day of a month,  fees for any  such  month  shall be  prorated.
Charges for any  Schedule  "B" service  purchased by Client from HQ shall be due
and payable on the 10th of the month following the order for any such service.

     One year after the  Commencement  Date of an Office  Agreement and each and
every   anniversary   date   thereafter,   the  Monthly  Base  Office  Fee  will
automatically  increase by an agreed upon  percentage of the Monthly Base Office
Fee due for the month preceding such  anniversary  date. All Monthly Base Office
Fees and other sums payable hereunder shall be payable at the office of HQ or at
such other location or to any agent  designated in writing by HQ. In addition to
any other sums due,  Client shall pay monthly late charges equal to five percent
(5%) of all amounts that


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have not been paid to HQ within five (5) days of their respective due dates. The
parties agree that such late charges are fair and  reasonable  compensation  for
costs incurred by HQ where there is default in any payment due under this Master
Agreement or an Office Agreement.

     Upon the execution of an Office Agreement, Client shall pay HQ or its agent
the Refundable  Services Retainer.  The Refundable Services Retainer need not be
kept  separate  and apart  from  other  funds of HQ, no  interest  shall be paid
thereon,  and may be used by HQ to provide  Schedule "A" and "B" services  under
this Master Agreement.  In addition to the Refundable Services Retainer,  Client
will, upon execution of an Office  Agreement,  pay to HQ the Total Fixed Monthly
Charges for the first full month of the Initial Term.

     Client agrees that the  Refundable  Services  Retainer shall not be used by
Client as  payment  for the  Monthly  Base  Office Fee for the last month of the
Initial  Term,  or any extension  thereof.  In the event Client  defaults in the
performance of any of the terms hereof,  HQ may terminate this Master  Agreement
and the license herein  granted and may also use, apply or retain the whole,  or
any part, of the Refundable Services Retainer for the payment of any service fee
or any other payment due hereunder,  or for payment of any other sum that HQ may
spend by reason of Client's default.  If Client shall, at the end of the term of
this Master Agreement,  have fully and faithfully complied with all of the terms
and provisions of this Master Agreement,  and surrendered all keys, access cards
and building passes, the Refundable  Services Retainer,  or any balance thereof,
shall be returned to Client within forty-five (45) days thereafter

     5. DAMAGES AND INSURANCE. Client will not damage or deface the furnishings,
walls, floors or ceilings, nor make holes for the hanging of pictures or make or
suffer to be made any waste, obstruction or unlawful,  improper or offensive use
of the Office or the common area facilities. Client will not cause damage to any
part of the Building or the property of HQ or disturb the quiet enjoyment of any
other  licensee or occupant of the Building.  At the  termination of this Master
Agreement, the Office shall be in as good condition as when Client commenced the
use thereof, normal wear and tear excepted.  Client agrees to pay for repainting
and  cleaning  fees for each  Office  occupied  less than  twelve (12) months by
Client,  at a cost not to exceed Two Hundred Fifty Dollars ($250.00) per Office.
Client is  responsible  for costs of repairing any damage to office or furniture
and to return each office to HQ in good  condition.  HQ will have the right,  at
any time and from time to time, to enter the Office to inspect the same, to make
such repairs and alterations as HQ reasonably deems  necessary,  and the cost of
any such repair resulting from the act or omission of Client shall be reimbursed
to HQ by Client  upon  demand.  HQ shall  have the  right to show the  Office to
prospective  Clients,  provided  HQ will use  reasonable  efforts not to disrupt
Client's business.

     HQ or Client and its respective  directors,  licensors,  officers,  agents,
servants and employees  shall not, to the extent  permitted by law,  except upon
the  affirmative  showing  of HQ's  or  Client's  gross  negligence  or  willful
misconduct, be liable for, and Client or HQ waives all right of recovery against
such entities and individuals for any damage or claim with respect to any injury
to person or damage to, or loss or  destruction of any property of Client or HQ,
its  employees,  authorized  persons and  invitees  due to any act,  omission or
occurrence in or about the HQ Global Workplaces center or the Building.  Without
limitation  of any other  provision  hereof,  each party hereto hereby agrees to
indemnify,  defend and hold  harmless  the other  party  hereto,  and such other
party's  officers,  directors,  employees,  shareholders,  partners,  agents and
representatives  from and against any liability to third parties arising out of,
in the case of Client as an  indemnifying  party,  Client's use and occupancy of
the  Office or any act or  omission  constituting  gross  negligence  or willful
misconduct of Client or Client's officers, directors,  employees,  shareholders,
partners, agents,  representatives,  contractors,  customers or invitees and, in
the case of HQ as an indemnifying party, any act or omission  constituting gross
negligence or willful misconduct of HQ or HQ's officers,  directors,  employees,
shareholders,  partners,  agents or  representatives.  Subject to the foregoing,
Client assumes all risk of loss with respect to all personal property of Client,
its agents employees,  contractors,  and invitees, within or about the HQ Global
Workplaces center or the Building.  Client  acknowledges that it is the Client's
responsibility  to  maintain  insurance  to cover  the  risks  set forth in this
paragraph.

     HQ and Client each hereby waive any and all rights of recovery  against the
other,  or against the  directors,  licensors,  officers,  agents,  servants and
employees of the other, for loss of or damage to its property or the property of
others  under its  control,  to the extent such loss or damage is covered by any
insurance policy.

     If the HQ Global Workplaces  center is made unusable,  in whole or in part,
by fire or other  casualty  not due to  negligence  of  Client,  HQ may,  at its
option,  terminate the Master  Agreement  upon notice to Client,  effective upon
such casualty, or may elect to repair,  restore or rehabilitate,  or cause to be
repaired,  restored or rehabilitated,  the HQ Global Workplaces center,  without
expense to Client,  within ninety (90) days or within such longer period of time
as may be required  because of events  beyond  HQ's  control.  The Monthly  Base
Office  Fee shall be abated on a per diem basis for the  portions  of the Office
that are unusable.

     6.  DEFAULT.  Client  shall be deemed to be in default  under  this  Master
Agreement  and all executed  Office  Agreements:  (a) if Client  defaults in the
payment  of the  Monthly  Base  Office  Fee or other  sums due or (b) if  Client
defaults  in the  prompt and full  performance  of any other  provision  of this
Master  Agreement  or any  executed  Office  Agreements  and  any  such  default
continues in excess of ten (10) business days after written notice by HQ.

     Should Client be in default  hereunder,  HQ shall have the option to pursue
any one or more of the  following  remedies  without  any  additional  notice or
demand whatsoever and without limitation to HQ in the exercise of any remedy:

     (1) HQ may, if HQ so elects, without any additional notice of such election
or demand to Client,  either forthwith  terminate this Agreement and the license
to use any portion of the HQ Global  Workplaces  center,  and may enter into the
Office and take and hold possession of the contents  thereof,  without releasing
Client,  in whole or in part, from the Client's  obligations  hereunder.  In the
event of such termination,  HQ may, at its option,  declare the entire amount of
the  Monthly  Base  Office Fee which  would  become due and  payable  during the
remainder of the term, to be due and payable immediately, in which event, Client
agrees to pay the same at once.

     (2) Pursue any other remedy now or hereafter available to HQ. HQ's exercise
of any right or remedy shall not prevent it from  exercising  any other right or
remedy.

     7. RESTRICTION ON HIRING. Client agrees that during the term of this Master
Agreement and within one (1) year of the  termination of this Master  Agreement,
neither  Client nor any of its  principals,  employees or  affiliates  will hire
directly or as an independent contractor, any person who is at that time, or was
during the term of this  Agreement,  an employee of HQ. In the event of a breach
of any obligation of Client contained in this paragraph,  Client shall be liable
to HQ for,  and shall pay to HQ, on  demand,  liquidated  damages  in the sum of
$25,000.00  for each employee  with respect to whom such breach shall occur,  it
being  mutually  agreed that the actual  damage that would be sustained by HQ as
the result of any such breach  would be, from the nature of the case,  extremely
difficult to fix and that the  aforesaid  liquidated  damage  amount is fair and
reasonable.

     8. MISCELLANEOUS.

     A. All amendments to this  Agreement  shall be in writing and signed by all
parties.  Any  other  attempted  amendment  shall be  void.  The  invalidity  or
unenforceability  of any provision hereof shall not affect the remainder hereof.


     B. All waivers  must be in writing and signed by the  waiving  party.  HQ's
failure to enforce any  provision of this  Agreement or its  acceptance  of fees
shall not be a waiver and shall not prevent HQ from  enforcing  any provision of
this Agreement in the future. No receipt of money by HQ shall be deemed to waive
any default of Client or to extend, reinstate or continue the term hereof.



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     C. All Schedules and Addenda attached hereto are hereby incorporated herein
by this  reference.  The laws of the  State in which  the HQ  Global  Workplaces
center is located shall govern this Agreement.

     D. All parties  signing  this  Agreement  as a  partnership  or  co-signing
individuals shall be jointly and severally liable for all obligations of Client.

     E. Neither  Client nor anyone  claiming  by,  through or under Client shall
assign  this Master  Agreement  and Office  Agreements  or permit the use of any
portion  of the HQ Global  Workplaces  center by any person  other than  Client;
provided, however, Client may assign this Master Agreement and Office Agreements
to an  affiliated  corporation  of  Client.  In the event of any such  permitted
assignment, Client shall not thereby be relieved of any of its obligations under
this Master Agreement or any Office Agreement.

     F. The  Rules and  Regulations  of the  Building  and of HQ as  defined  on
Schedule "C" hereto and any additional schedules that may be attached hereto are
expressly  made a part of this  Agreement  and Client  expressly  covenants  and
agrees to abide by all of such Rules and Regulations and such additional  terms,
as well as such reasonable modifications to such Rules and Regulations as may be
hereafter adopted by HQ.

     G. All notices  hereunder  shall be in writing.  Notices to Client shall be
deemed to be duly  given if mailed by  registered  or  certified  mail,  postage
prepaid,  overnight  mail  service  or hand  delivered  with  proof of  delivery
addressed to Client at:

         Contact:  Mr. Patrick McGrath
         Client Name:  Shopping Sherlock, Inc.
         Client Address 1:  Suite 1150
         Client Address 2:  1075 West Georgia
         Client City/State/Zip:  Vancouver, BC Canada V6E 3C9
         Phone #:   604-687-7661
         Facsimile #:   604-687-7684

     Notice to HQ shall be deemed to be duly  given if mailed by  registered  or
certified mail,  postage prepaid,  overnight mail service or hand delivered with
proof of delivery addressed to HQ at the Building and as follows:

                  HQ Global Workplaces, Inc.
                  1117 Perimeter Center West
                  Suite 102E
                  Atlanta, GA 30338
                  Attn: Legal Department

With copy to:

                  HQ Global Workplaces, Inc.
                  15950 North Dallas Parkway
                  Tollway Plaza II, Suite 400
                  Dallas, TX 75248
                  Attn: Legal Department

     H. THIS MASTER  AGREEMENT  AND THE OFFICE  AGREEMENTS  ARE NOT  INTENDED TO
CREATE A LEASE OR ANY OTHER  INTEREST  IN REAL  PROPERTY IN FAVOR OF THE CLIENT,
BUT MERELY CREATES A REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS HEREOF. This
Master  Agreement and an Office Agreement grant Client the license to use the HQ
Global  Workplaces  center and the Office for the specific  purposes  herein set
forth without  diminution of the legal  possession or control  thereof by HQ and
shall be  revocable  at the option of HQ upon the  destruction  of the HQ Global
Workplaces  center or the breach by Client of any term or  condition  herein set
forth. This Master Agreement and Office Agreement are subject and subordinate to
any underlying  lease or contract of the Building or of the premises  comprising
the Office or the HQ Global  Workplaces  center as such lease or contract may be
amended from time to time. (such underlying lease or contract  together with any
amendments,  is  hereinafter  referred  to as the  "Master  Lease").  An  Office
Agreement   shall   terminate   simultaneously   with  the  termination  of  the
corresponding HQ Global  Workplaces  center operation for any reason.  Client is
not a party to nor shall Client have any rights under the Master Lease.

     I. Client  acknowledges  that each HQ Global  Workplaces center will comply
with U.S. Postal Service regulations regarding Client mail and, upon termination
of this Agreement,  it will be Client's  responsibility to notify all parties of
termination of the use of the above described address, assigned telephone number
and facsimile numbers. For a period of thirty (30) days after the termination of
this Agreement,  HQ will, at Client's written request and cost, provide Client's
new  telephone  number and  address  to all  incoming  callers  and will hold or
forward to Client once a week all mail, packages, and facsimiles.

     J. HQ may assign this Agreement and/or any fees hereunder and Client agrees
to attorn to any such  assignee.

     K. In the event any dispute  arises between HQ and Client  concerning  this
Master  Agreement  or any  Office  Agreement  and  the  rights  and  obligations
hereunder HQ shall have the option,  but not the  obligation,  of submitting the
matter  to  arbitration  on  an  expedited  basis,  pursuant  to  the  procedure
established by the American Arbitration  Association in the metropolitan area in
which the Facility is located.  The decision of the arbitrator  shall be binding
on the parties.  The non-prevailing  party as determined by the arbitrator shall
pay the  prevailing  parties  attorney's  fees  and  costs  of the  arbitration.
Furthermore, if a court decision prevents or HQ elects not to submit this matter
to arbitration,  then the non-prevailing  party as determined by the court shall
pay the prevailing parties reasonable attorney's fees and costs.

     L. This  Agreement  may be  executed in two or more  counterparts,  each of
which  shall  be  deemed  to be an  original  but all of  which  together  shall
constitute one and the same instrument.


HQ Global Workplaces, Inc.

By:  "Mary Crosbie"
     ----------------------------
     Authorized Signature

     Mary Crosbie
     ----------------------------
     Print Name

Its: Center Manager


Client:  Shopping Sherlock, Inc.

By:  "Patrick McGrath"
-------------------------------
Authorized Signature

Patrick McGrath
-------------------------------
Print Name

Its:  Chief Financial Officer



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SCHEDULE "A"

Base Services

o    Furnished Executive Office
o    Furnished and Decorated Reception Area
o    Professional Receptionist, Message Center, and Office Manager
o    Use of Furnished,  and Audio-Visual  Equipped Conference Rooms, 8 hours per
     month at no charge
o    Prestigious Business Address
o    Building Lobby Directory Listing*
o    Facsimile Number for Client's Use
o    Mail and Package Receipt
o    Utilities and Janitorial Service
o    Building Operating Expenses

   *Where available



SCHEDULE "B"

Additional Services

     Word Processing Services
     Secretarial Services
     Facsimile Services
     Copy and Binding Services
     Outgoing Mail & Express Delivery Services
     Additional Office Furniture
     Specialized Equipment
     Printing & Office Supplies
     Miscellaneous Purchasing Services
     Catering & Beverage Services
     Paging Services
     Telephone Equipment
     Specialized Telephone Services
     Local & Long Distance Telephone Service
     Excess Conference Room Usage Other
     Client Requested Services*

   *Where available



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                                  SCHEDULE "C"

                              RULES AND REGULATIONS

     1. Client's  employees and guests will conduct themselves in a businesslike
manner;  proper business attire will be worn at all times;  the noise level will
be kept to a level so as not to interfere with or annoy other clients and Client
will abide by HQ's directives  regarding security,  keys, parking and other such
matters common to all occupants.

     2. Client  agrees to use chair mats and desk pads in the  Office(s) and any
damage from failure to use the same will be the responsibility of Client. Client
will not affix anything to the windows, walls or any other part of the Office(s)
or the HQ Global  Workplaces  center or make  alterations  or  additions  to the
Office(s) or the HQ Global  Workplaces  center without the prior written consent
of HQ.

     3.  Client  will  not prop  open any  corridor  doors,  exit  doors or door
connecting  corridors  during or after  business  hours.

     4. Client can only use public  areas with the consent of HQ and those areas
must be kept  neat  and  attractive  at all  times.

     5. All corridors, halls, elevators and stairways shall not be obstructed by
Client  or  used  for  any  purpose  other  than  egress  and  ingress.

     6. No  advertisement  or identifying  signs,  other than provided by HQ, or
other  notices  shall  be  inscribed,  painted,  or  affixed  on any part of the
corridors, doors or public areas.

     7. Client shall not, without HQ's prior written  consent,  store or operate
in the Office(s) or the HQ Global  Workplaces  center any computer  (excepting a
personal computer) or any other large business machine,  reproduction equipment,
heating  equipment,   stove,   radio,   stereo  equipment  or  other  mechanical
amplification  equipment,  vending or coin  operated  machine,  refrigerator  or
coffee  equipment,  or conduct a  mechanical  business  therein,  do any cooking
therein,  or use or  allow  to be  used in the  Building,  oil  burning  fluids,
gasoline, kerosene for heating, warming or lighting. No article deemed hazardous
on  account  of fire or any  explosives  shall be  brought  into  the HQ  Global
Workplaces  center. No offensive gases,  odors or liquids will be permitted.  No
fire arms will be permitted.

     8. The electrical current shall be used for ordinary lighting purposes only
unless written permission to do otherwise shall first have been obtained from HQ
at an agreed cost to Client.

     9. If Client  requires any special  installation  or wiring for  electrical
use,  telephone  equipment or  otherwise,  such wiring shall be done at Client's
expense by the personnel designated by HQ.

     10. Client may not conduct business in the hallways,  reception area or any
other area except in its designated  Office(s) without the prior written consent
of HQ.

     11. Client will bring no animals other than  seeing-eye dogs in the company
of blind persons into the Building.

     12. Client shall not remove furniture, fixtures or decorative material from
the Office(s)  without the written consent of HQ and such removal shall be under
the supervision and regulations of the HQ Global Workplaces center.

     13. Client will not use the HQ Global  Workplaces  center for manufacturing
or storage of  merchandise  except as such storage may be  incidental to general
office purposes.

     14.  Client  will  not  occupy  or  permit  any  portion  of the HQ  Global
Workplaces center to be occupied or used for the manufacture,  sale, gift or use
of liquor, narcotics or tobacco in any form.

     15.  Client will not use the  Office(s)  for lodging or sleeping or for any
immoral or illegal purposes.

     16. No  additional  locks or bolts of any kind shall be placed  upon any of
the doors or windows of the HQ Global  Workplaces center by Client nor shall any
changes be made on existing locks or the mechanisms thereof.

     17. Client shall,  before leaving the Office(s)  unattended for an extended
period of time,  close and  securely  lock all doors and shut off all lights and
other electrical apparatus.  Any damage resulting from failure to do so shall be
paid by Client.

     18. Canvassing,  soliciting and peddling in the Building are prohibited and
Client shall not solicit other clients for any business or other purpose without
the prior written approval of HQ.

     19. All property  belonging to Client or any employee,  agent or invitee of
Client  shall be at the risk of such  person only and HQ shall not be liable for
damages thereto or for theft or misappropriation thereof.

     20. If Client does not remove any property  belonging to Client from the HQ
Global  Workplaces  center by the end of the term,  at the option of HQ,  Client
shall be  conclusively  presumed to have conveyed such property to HQ under this
Agreement  as a bill of sale without  further  payment or credit by HQ to Client
and HQ may  remove the same and  Client  shall pay HQ all costs of such  removal
upon demand.

     21. Smoking shall be prohibited in all public areas,  including  conference
and training rooms. No smoking shall be permitted at any time in any area of the
HQ Global Workplaces center (including open offices and workstations); provided,
however,  with the prior  written  consent of HQ,  smoking shall be permitted in
Client's  Office(s),  but only with the door  closed,  and then  only  cigarette
smoking  will be  permitted  so long as client  provides  an air  filter  device
acceptable to HQ, unless the entire Building has been designated non-smoking, in
which case smoking is not permitted in the Office(s). Cigar and pipe smoking are
prohibited in all areas of the HQ Global Workplaces center.

     22.  Client  will use  only  telecommunications  systems  and  services  as
provided by HQ. Client will pay to HQ a monthly equipment rental fee for the use
of each telephone  instrument and voice lines. In the event HQ discontinues  the
offering of long  distance  service,  Client will provide its own long  distance
service through a locally accessed long distance carrier.

     23.  Client  or  Client's  officers,  directors,  employees,  shareholders,
partners, agents, representatives,  contractors, customers, or invitees shall be
prohibited from  participating in any type of harassment,  verbal or physical in
the HQ Global Workplaces center for any reason.



HQ  reserves  the  right to make such  other  rules  and  regulations  as in its
judgement may from time to time be needed for the safety,  care and  cleanliness
of the offices.  HQ shall have no  responsibility to Client for the violation or
non-performance  by any other HQ clients of any of the Rules and Regulations but
shall use reasonable efforts to uniformly enforce all Rules and Regulations.



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