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                                                                    EXHIBIT 10.2

                                 LEASE AGREEMENT
                                 ---------------

This Lease Agreement is entered into as of May 14, 2004, by and between Sound
Revolution Inc., a Delaware Corporation ("Tenant") and Ryan Tunnicliffe doing
business as Spaceship Studios ("Landlord").

Upon the terms and subject to the conditions hereinafter set forth, Landlord
leases to Tenant and Tenant leases from Landlord, the real property and
equipment described in attached Exhibit "A", which Exhibit A is incorporated
herein by this reference, together with all improvements now or hereafter
located thereon and all appurtenances and privileges related thereto, all of
which area is hereinafter referred to as the "Premises."

Section 1. LEASE TERM. The lease term shall commence on June 1, 2004, and shall
terminate on May 31, 2007. The lease may be terminated by Tenant on one month's
written notice to Landlord.

Section 2. RENT. The annual rent for the lease term shall be $2400.00 CND,
payable in equal monthly installments of $200.00, each in advance of the first
day of each calendar month throughout the lease term. Tenant shall pay the first
and last months' rent to Landlord at the time of the parties' execution of this
Lease. If the lease term commences on a day other than the first day of a
calendar month, the first month's rent shall be adjusted accordingly.

Section 3. USE OF THE PREMISES. Tenant's use of the Premises shall be in a
lawful, careful, safe, and proper manner, and Tenant shall carefully preserve,
protect, control and guard the same from damage.

Section 4. TAXES AND ASSESSMENTS. Landlord shall pay all real estate taxes and
assessments becoming due and payable with respect to the Premises during the
lease term and any extension thereof, and all taxes or other charges imposed
during the lease term or any extension thereof with respect to any business
conducted on the Premises by Tenant or any personal property used by Tenant in
connection therewith. Taxes, assessments or other charges which Landlord is
obligated to pay or cause to be paid hereunder and which relate to any fraction
of a tax year at the commencement or termination of this Lease shall be prorated
based upon the ratio that the number of days in such fractional tax year bears
to 365.

If at any time during the lease term or any extension thereof, the method of
taxation prevailing at the commencement of the lease term shall be altered so as
to cause the whole or any part of the taxes, assessments, or charges now or
hereafter levied, assessed or imposed on real estate and improvement thereon to
be levied, assessed or imposed wholly or partially as a capital levy, or
otherwise, on the rents received therefrom, Tenant shall pay and discharge the
same with respect to the rents due hereunder.

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Section 5. UTILITIES. Landlord shall cover all charges incurred for all utility
services furnished to the Premises, including without limitation, sanitary
sewer, water, natural gas, and electricity. If Tenant installs a telephone or
fax line in the Premises, Tenant shall be responsible to pay such telephone or
fax bills.

Landlord does not warrant that any of the utility services above-mentioned will
be free from interruptions caused by war, insurrection, civil commotion, riots,
acts of God or the enemy, governmental action, lockouts, picketing (whether
legal or illegal), accidents, inability of Landlord to obtain fuel or supplies,
or any other cause or causes beyond the reasonable control of Landlord. Any such
interruption of service shall not be deemed an eviction or disturbance of
Tenant's use and possession of the Premises, or any part thereof, or render
Landlord liable to Tenant for damages, or relieve Tenant from the performance of
Tenant's obligations under this Lease. Landlord shall have no responsibility or
liability for the failure of any public or private utility to supply sufficient
or adequate utility services to the Premises.

Section 6. COMPLIANCE WITH LAWS. If any law, ordinance, order, rule or
regulation is passed or enacted by any governmental agency or department having
jurisdiction over the Premises or Tenant's use of the same which requires Tenant
to modify or alter its operations or use of the Premises, this Lease shall in no
way be affected and Tenant shall, at its sole cost and expense, promptly comply
with such law, ordinance, order, rule, or regulation.

Section 7. MAINTENANCE AND REPAIR. Subject to the provisions of Section 11,
below, relating to destruction of or damage to the Premises, and Section 12,
below, relating to condemnation of the Premises, Tenant shall, at its sole cost
and expense, keep and maintain the Premises, including without limitation, the
roof, exterior, foundation, structural and operational parts (cooling, heating,
air conditioning, plumbing equipment and fixtures), paving and landscaping, snow
and ice removal, interior maintenance (floors, doors, toilets, light
replacement, etc.), and all other elements or systems of the Premises, in a
condition and repair similar to its original condition and repair, reasonable
wear and tear excepted. Replacement and repair parts, materials, and equipment
used by Tenant to fulfill its obligations hereunder shall be of a quality
equivalent to those initially installed within the Premises. All repair and
maintenance work shall be done in accordance with the then existing federal,
state, and local laws, regulations and ordinances pertaining thereto. Except as
otherwise provided in Sections 11 and 12, below, Landlord shall have no
obligation whatsoever with respect to the maintenance and repair of the
Premises.

Section 8. INDEMNITY AND INSURANCE. Tenant shall indemnify Landlord
for, defend Landlord against, and save Landlord harmless from any liability,
loss, cost, injury, damage, or other expense that may occur or be claimed by or
with respect to any person or property on or about the Premises resulting form
the use, misuse, occupancy or possession of the Premises by Tenant, its agents,
employees, licensees, invitees or guests. Except where any loss, cost, injury or
damage is the result of Landlord's sole fault or negligence, Landlord shall not


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have any liability for any loss, cost, injury or damage to the Premises, to
Tenant or Tenant's employees, agents, licensees, invitees or guests or to any
property of such persons. Except as set forth in the Section 8, Landlord shall
not be responsible or liable for loss or damage to the contents of any
improvements on the Premises, regardless of who owns the contents and regardless
of how or by whom the loss or damage is caused. Landlord shall be responsible
for loss or damages occurring to the equipment on the Premises described in
Exhibit A, unless such loss or damage is caused by the Tenant.

Section 9. ALTERATIONS AND IMPROVEMENTS. Tenant shall have the right to make, at
no expense to Landlord, improvements, alterations, or additions (hereinafter
collectively referred to as "Alteration") to the Premises, whether structural or
nonstructural, interior or exterior, provided that: (a) no Alteration shall be
made without the prior written consent of Landlord, which consent shall not be
unreasonably withheld; (b) no Alteration shall reduce or otherwise impair the
value of the Premises; (c) no Alteration shall be commenced until Tenant has
fist obtained and paid for all required permits and authorizations of all
governmental authorities having jurisdiction with respect to such Alteration;
(d) any Alteration shall be made in a good workmanlike manner and in compliance
with all laws, ordinances, regulations, codes, and permits; (e) Tenant shall
hold Landlord harmless from and against any liens and claims for work, labor, or
materials supplied to the Premises at the direction of Tenant, and in the event
that any such liens or claims shall be filed for work, labor or materials
supplied to the Premises at the direction of Tenant, Tenant shall, at Landlord's
option, either escrow an amount equal to the amount of the lien or claim being
filed, or obtain a bond for the protection of Landlord in an amount not less
than the amount of the lien or claim being filed; and (f) any Alteration shall
become and remain the property of Landlord unless Landlord otherwise agrees in
writing.

Section 10. SIGNS. Tenant shall have the right to install and operate, at its
sole cost and expense, any sign or signs on the door of the Premises which shall
not be in violation of any law, statute or ordinance, and Tenant shall have the
right to remove the same, provided that Tenant must repair any damage to the
Premises caused by such removal.

Section 11. DAMAGE TO PREMISES. If by fire or other casualty the Premises are
destroyed or damaged to the extent that Tenant is deprived of occupancy or use
of the Premises (meaning such destruction cannot be repaired or restored within
120 days of the occurrence of the fire or other casualty Landlord may elect to:
(a) cause the restoration of the Premises to substantially the same condition as
existed before such damage or destruction; or (b) cancel this Lease as of the
date of such fire or casualty by giving written notice to Tenant not more than
30 days thereafter. Should Landlord elect to proceed under (a), above, rent
shall abate unless Tenant continues to partially occupy the Premises in which
case Tenant shall pay all rent on a prorated basis, until the Premises are
restored, equal to an amount obtained by multiplying the then existing monthly
rent by a percentage equal to the fraction which has as its numerator the amount
of square feet in the improvements of the Premises which is incapable of being
used for its intended purpose and as its denominator the total amount of square
feet in the improvements on the premises. If such damage does not deprive Tenant


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of occupancy or use of the Premises, Landlord shall proceed with due diligence
to cause the restoration of the Premises to substantially the same condition as
existed before such damage. In such latter event, rent shall not abate. Tenant
shall fully cooperate with Landlord in making available to Landlord for the
purpose of so restoring the Premises all insurance proceeds payable under
Section 8 as a result of fire or other casualty damage to the Premises.

Section 12. CONDEMNATION. If all or materially all of the Premises are taken in
appropriation proceedings or by right of eminent domain or by the threat of the
same, then this Lease shall terminate as of the date Tenant is deprived of
occupancy thereof, and Tenant's obligations under this Lease, except obligations
for rent and other charges herein to be paid by Tenant up to the date thereof,
shall terminate. For purposes of this Lease, "materially all of the Premises"
shall be considered as having been taken if the portion of the Premises taken,
due either to the area so taken or the location of the portion taken, would
leave the remainingportion not so taken insufficient to enable tenant to
effectively and economically conduct it business at the Premises.

If Less than materially all the Premises are taken in appropriation proceedings
or by right of eminent domain or by the threat thereof, then this Lease shall
not terminate as a result of such taking, but Landlord shall promptly repair and
restore the Premises to substantially the same condition as existed immediately
before such taking. Until such repair and restoration are completed, rent shall
be abated in the proportion of the number of square feet of improvements on the
Premises of which Tenant is deprived bears to the total square feet of such
improvements immediately prior to such taking. Thereafter, if the number of
square feet of improvements is less than the total of the same prior to such
taking, rent shall be reduced in the proportion to which the number of square
feet of improvements existing after such repair and restoration is less than the
total of the same prior to such taking.

All damages awarded for any such taking shall belong to and be the property of
Landlord, whether such damages shall be awarded as compensation for diminution
in value to the leasehold or to the fee of the Premises, or otherwise, provided,
however, that Tenant shall be entitled to any portion of the award made to
Tenant for removal and reinstallation of Tenant's fixtures or for the cost of
Tenant's immovable fixtures, if any.

Section 13. DEFAULT. If Tenant fails to pay any installment of rent or make any
other payment required to be made by Tenant when the same shall become due and
payable hereunder, or if Tenant fails to observe and perform any other
provision, covenant, or condition of this Lease required under this Lease to be
observed and performed by Tenant within 15 days after Landlord shall have given
notice to Tenant of the failure of Tenant to observe and perform the same, or if
Tenant abandons or vacates the Premises during the continuance of this Lease, or
if Tenant makes an assignment for the benefit of creditors or enters into a
composition agreement with its creditors, or if the interest of Tenant in the
Premises is attached, levied upon, or seized by legal process, or if this Lease
is assigned in violation of the terms hereof or is terminated by operation of
law, then, in any such event, immediately or at any time thereafter, at the
option of Landlord, Landlord shall, as it elects, either: (a) declare this Lease
to be in default, in which event this Lease shall immediately cease and
terminate, and Landlord may possess and enjoy the Premises as though this Lease
had never been made, without prejudice, however, to any and all rights of action
when Landlord may have against Tenant for rent and other charges payable by
Tenant hereunder (both past due and future rent due Landlord and past due and


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future charges payable by Tenant), damages, or breach of covenant, in respect to
which Tenant shall remain and continue liable notwithstanding such termination;
or (b) relet the Premises,or any part thereof, for such term or terms and on
such conditions, as Landlord deems appropriate for and on behalf of Tenant, for
the highest rental reasonably attainable in the judgment of Landlord, which
reletting shall not be considered as a surrender or acceptance back of the
Premises or a termination of this Lease, and recover from Tenant any deficiency
between the amount of rent and all other charges payable by Tenant under this
Lease and those amounts obtained from such reletting, plus any expenses incurred
by Landlord in connection with such reletting, including, without limitation,
the expenses of any repairs or alterations Landlord deems necessary or
appropriate to make in connection with such reletting and all sums expended for
brokerage commissions and reasonable attorneys' fees, but Landlord shall be
under no duty to relet the Premises; or (c) declare the whole amount of the rent
and other charges which would otherwise have been paid by Tenant over the
balance of the lease term to be immediately due and payable, without prejudice,
however, to any and all other rights of action which Landlord may have against
Tenant for past due rent and other charges payable by Tenant hereunder, damages
or breach of covenant, in respect to which Tenant shall remain and continue
liable notwithstanding Landlord's election to proceed under this clause (c).

In the event that a bankruptcy or insolvency proceeding is filed by or against
Tenant, or if a court of competent jurisdiction or other governmental authority
approves a petition seeking a reorganization, arrangement, composition or other
similar relief with respect to Tenant, or appoints a trustee, receiver or
liquidator of Tenant or of all, or substantially all, of Tenant's property or
affairs, or assumes custody or control of all, or substantially all, of the
property or affairs of Tenant, Landlord shall have the right to elect any of the
remedies set forth above. If this Lease is assumed or assigned to a trustee,
receiver, liquidator or other court-appointed person or entity without
Landlord's prior written consent, the parties and their respective successors
(whether by operation of law or otherwise agree that, upon such an assignment or
assumption, all defaults of Tenant prior to such assignment or assumption must
be cured or that adequate assurances that such defaults will be promptly cured
must be given and that adequate assurances of future performance under this
Lease must be provided. Such adequate assurances shall mean that a bond shall be
issued in favor of Landlord in the amount equal to one year's future rent and
that an amount equal to all existing monetary obligations of Tenant which are in
default shall be escrowed with an escrow agent acceptable to Landlord.
Additionally, all past due monetary obligations of Tenant which are in default
shall be paid to Landlord within 60 days after the assignment or assumption and
rent will be currently and continually paid on a timely basis commencing with
the first day of the month following the 60th day of the assignment and
assumption.

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Section 14. NON-WAIVER AND RIGHT TO CURE DEFAULTS. Neither a failure by Landlord
to exercise any of its options hereunder, nor a failure to enforce its rights or
seek its remedies upon any default, nor an acceptance by Landlord of any rent
accruing before or after any default, shall affect or constitute a waiver of
Landlord's right to exercise such option, to enforce such right, or to seek such
remedy with respect to that default or to any prior or subsequent default. The
remedies provided in this Lease shall be cumulative and shall not in any way
abridge, modify or preclude any other rights or remedies to which Landlord is
entitled, either at law or in equity.

If Tenant fails to pay by their respective due dates all rents, charges or other
obligations to be paid by it pursuant to the terms hereof, or fails to make
necessary repairs to the Premises, or fails to perform any other duties which it
is required to perform hereunder, then Landlord, at its option, may do so and
the amount of any expenditure attributable to such action by Landlord, plus
accrued interest at the rate of twenty percent (20%) per annum from the time
each such expenditure is made until reimbursed, shall immediately become due and
payable to Landlord and shall be considered additional rent hereunder; but no
such payment or compliance by Landlord shall constitute a waiver of any such
failure by Tenant or affect any right or remedy of Landlord with respect
thereto.

Section 15. HOLDING OVER BY TENANT. If Tenant shall continue in possession of
the Premises beyond the termination of the lease term, such holding over shall
be considered an extension of this Lease for a one-month period and so on, from
month to month, until terminated by either party by giving not less than 30 days
written notice of termination to the other. Such holding over shall be upon the
same terms and conditions as are set forth in this Lease.

Section 16. SURRENDER OF PREMISES. Upon termination of this Lease, whether by
lapse of time or otherwise, or upon the exercise by Landlord of the power to
enter and repossess the Premises without terminating this Lease, as hereinbefore
provided, Tenant shall at once surrender possession of the Premises to Landlord
in a condition and order of repair substantially similar to its original
condition and order of repair upon the commencement of the lease term,
reasonable wear and tear and damage by events of casualty described in Section
1, excepted, and shall at once remove all of Tenant's personal property and
trade fixtures from the Premises. Upon any such termination, Tenant shall, as
directed by Landlord, either remodel any addition to the Premises constructed by
Tenant under Section 9, above, so as to facilitate use of such addition for
office operations or remove such addition from the Premises. Any such remodeling
or removal of any addition to the Premises shall be made by Tenant at its sole
cost and expense. If, upon any such termination, Tenant does not at once
surrender possession of the Premises and remove such of its property as allowed
by Landlord, Landlord may forthwith re-enter and repossess the same and remove
all of Tenant's property without being guilty of trespass or of forceful entry
or detainer or without incurring any liability to Tenant for loss or damage to
Tenant's property. Upon any such removal of Tenant's property, it shall be


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considered to have been abandoned and may either be retained by Landlord as its
property or may be disposed of at public or private sale as Landlord sees fit.
If any such property is either sold at public or private sale or retained by
Landlord, the proceeds of any such sale or the then current fair market value of
the property, as the case may be, shall be applied by Landlord against
Landlord's expenses of removal, storage or sale of such property, the arrears of
rent and other charges or future rent and other charges payable hereunder, and
any other damages to which Landlord may be entitled hereunder. Tenant shall
repair, at its sole cost and expense, any damage to the Premises resulting from
the removal of its property as allowed hereunder.

Section 17. ENTRY BY LANDLORD. Landlord shall have the right to enter upon the
Premises at all reasonable times for any purpose whatsoever, but the Landlord
shall not unreasonably interfere with Tenant's use of the Premises.

Section 18. TIME OF THE ESSENCE. Time is of the essence in the performance and
observance of each and every term, covenant and condition of this Lease by both
Landlord and Tenant.

Section 19. NOTICES AND PAYMENT OF RENT. Any payment of rent, notice,
exercise of option or election, communication, request or other document or
demand required or desired to be given to Landlord or Tenant shall be in writing
and shall be deemed given: (a) to Landlord when delivered personally to the
managing partner of Landlord or when deposited in the United States mail,
first-class, postage prepaid, addressed to Landlord at its address set forth at
the beginning hereof; and (b) to Tenant when delivered in person to an officer
of Tenant or when deposited in the United States mail, first-class, postage
prepaid, addressed to Tenant at its address set forth at the beginning hereof.
Either party may, from time to time, change the address at which such written
notices, exercises of options or elections, communications, requests, or other
documents or demands are to be mailed, by giving the other party written notice
of such changed address.

Section 20. ASSIGNMENT. Tenant shall not assign this Lease or sublet the
Premises, or any part thereof, without the prior written consent of Landlord,
which consent may be subject to terms and conditions as Landlord considers
necessary in order to protect its interest in the premises; provided, however,
that no assignment of this Lease, whether by act of tenant or by operation of
law, and no sublease of the premises, or any part thereof, by or from tenant,
shall relieve or release tenant from any of its obligations hereunder.

Section 21. GOVERNING LAW. This Lease shall be subject to and governed by the
laws of the Province of British Columbia even though one or more of the parties
may be or may become a resident of a different province or state.

Section 22. AMENDMENTS. No amendment to this Lease shall be valid or binding
unless such amendment is in writing and executed by the parties hereto.

Section 23. CAPTIONS. The captions of the several sections of the Lease are not
a part of the context hereof and shall be ignored in construing this Lease. They
are intended only as aids in locating and reading the various provisions hereof.

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Section 24. SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of
any particular provision of this Lease shall not affect the other provisions
hereof and this Lease shall beconstrued in all respects as if such invalid or
unenforceable provision were omitted.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease Agreement as of
the date first set forth above.



  /s/  Penny Green                        /s/  Ryan Tunnicliffe
------------------------                  ------------------------------
Tenant: Sound Revolution Inc.             Landlord:  R. Tunnicliffe d.b.a
                                          Spaceship Studios



                                    Exhibit A

                 Description of Leasehold Premises and Equipment

Premises: Suite 502, a 450 square foot studio located on the 1st floor of
Greenhouse Studios, located at 3995 Graveley Street, Burnaby, British Columbia,
V6C 3T4.

Equipment: Computer DAW Running Emagic Logic, Nuendo and Pro tools Computer
Non-Linear Editing System, 210gb Adobe Premeire, After Effects Roland JV-30 midi
controller Yamaha RM1x Midi Sequencer Emu Launch Pad Midi Controller Korg
Electribe ES Groove Sampler Yamaha Ry-30 Rhythm Programmer Korg MicroKorg
Synth
Ensoiq DP4+
Aphex Aural Exciter
Emu ESI-4000 Sampler
Lexocon Vortex Signal Processor
DeltaLab Effectron Delay Line
Symtrix SG-200 Dual Signal Gates (2)
Spirirt Folio Mixer
Videoonics Mx1. video mixer
Yamaha cs-10 Vintage Analog Synth
Yamaha cs-15
Vestex Turntables and Mixer
Sony TRV-900 3CCD DV
Canon Vistua Digital Video Camera
Audio Technica 291b Mic

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                                    Exhibit A

                 Description of Leasehold Premises and Equipment

Premises: Suite 205, a 380 square foot studio located on the 2nd floor of
Greenhouse Studios, located at 3995 Graveley Street, Burnaby, British Columbia

Equipment: Computer DAW Running Emagic Logic, Nuendo and Pro tools Computer
Non-Linear Editing System, 210gb Adobe Premeire, After Effects Roland JV-30 midi
controller Yamaha RM1x Midi Sequencer Emu Launch Pad Midi Controller Korg
Electribe ES Groove Sampler Yamaha Ry-30 Rhythm Programmer Korg MicroKorg
Synth
Ensoiq DP4+
Aphex Aural Exciter
Emu ESI-4000 Sampler
Lexocon Vortex Signal Processor
DeltaLab Effectron Delay Line
Symtrix SG-200 Dual Signal Gates (2)
Spirirt Folio Mixer
Videoonics Mx1. video mixer
Yamaha cs-10 Vintage Analog Synth
Yamaha cs-15
Vestex Turntables and Mixer
Sony TRV-900 3CCD DV
Canon Vistua Digital Video Camera
Audio Technica 291b Mic



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