1130 WEST PENDER STREET

                           Vancouver, British Columbia









LEASE




Between -                1862 HOLDINGS LTD.


                                                                     as Landlord
and-                     ANGELAUDIO.COM INC.

                                                                       as Tenant




<PAGE>

                             1130 WEST PENDER STREET

                           VANCOUVER, BRITISH COLUMBIA


THIS LEASE MADE THE 1st day of June, 2000.

In Pursuance of the Land Transfer Form Act, Part 2

BETWEEN:
                       1862 HOLDINGS  LTD., a  corporation  having its head
                       office address at Suite 1800,  Four Bentall  Centre,
                       1055 Dunsmuir Street,  Vancouver,  British Columbia,
                       V7X 1B1.

                       (herein called the Landlord)

                                    OF THE FIRST PART
AND:

                       ANGELAUDIO.COM  INC.,  a body  corporate,  having  a
                       business  office at Suite  1200 - 1130  West  Pender
                       Street, Vancouver, British Columbia V6E 4A4

                       (herein called the "Tenant")

                                  OF THE SECOND PART


THIS AGREEMENT WITNESSETH:

SECTION I         DEFINITIONS

1.01   As used herein, the following expressions shall have the following
       meanings:

       (a)    "Building": the building(s), structure(s) and improvements
              constructed on the Land, including Landlord's equipment, systems
              and fixtures therein.

       (b)    "Business Days": Mondays to Fridays inclusive, legal and statutory
              holidays excepted.

       (c)    "Business Hours": 8:00 A.M. to 5:30 P.M. during Business Days.



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       (d)    "Commencement Date":

              (i)    the 1st day of June, 2000,

       (e)    "Hazardous Substance": any contaminant; pollutant; dangerous,
              noxious or toxic substance; hazardous waste; flammable, explosive
              or radioactive material; urea formaldehyde foam insulation,
              asbestos, PCBs and substances or any other materials declared or
              defined to be hazardous, toxic, contaminants or pollutants in or
              pursuant to any applicable federal, provincial or other laws.

       (f)    "Land": that certain emplacement more fully described in Schedule
              "A".

       (g)    "Lease Year": in respect of the first Lease Year, the period of
              time commencing on the Commencement Date and expiring on the last
              day of the month of December next following; thereafter Lease Year
              shall consist of consecutive periods of twelve (12) calendar
              months. However, the last Lease Year shall terminate upon the
              expiration of the Term or earlier termination of this Lease, as
              the case may be. Landlord may in its discretion change the Lease
              Year from time to time provided that such change will not increase
              Tenant's liability for any amounts payable pursuant to this Lease.

       (h)    "Notices": for the purpose of all notices to the Landlord, the
              Landlord's address is:

                   c/o BENTALL REAL ESTATE SERVICES (CANADA) LTD.
                   Suite 1800, Four Bentall Centre
                   1055 Dunsmuir Street
                   Vancouver, British Columbia, V7X lB1

                   Telephone:                (604) 661-5656
                   Fax:                      (604) 661-5055

for the purpose of all notices to the Tenant prior to the Commencement Date, the
Tenant's address is: Suite 1200 - 1130 West Pender Street, Vancouver, B.C., V6E
4A4.

Notwithstanding the foregoing, either of the parties may notify the other of a
change of address in which event all official notices shall thereafter be sent
to the last address of which notice is given. All notices required or permitted
to be given by either Landlord or Tenant to the other shall be in writing and
sent by registered mail (postage prepaid and return receipt requested) or by fax
and confirmed by telephone or hand delivered. Delays shall be computed or
measured, as the case may be, from the date of actual delivery of any notice
referred to herein.

       (i)    "Operating Expenses": all costs, charges and expenses incurred by
              the Landlord in connection with the operation, maintenance and
              repair of the Land and Building and by way of example only but
              without limiting the generality of


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              the foregoing, shall include the following without duplication:
              heating, ventilating and air-conditioning costs, maintenance,
              repairs and replacements; management fees and expenses; salaries,
              wages, medical, surgical, general welfare benefits (including
              group life insurance and pension payments), payroll taxes,
              workmen's compensation insurance contributions and unemployment
              insurance contributions for the employees of the Landlord
              (including the Building manager but excluding all executive
              personnel of the Landlord to the extent not specifically
              responsible for the administration of the Land and Building)
              engaged in the operation, administration, maintenance and repair
              of the Land and Building; security personnel and systems;
              electricity (except as charged separately to tenants), fuel, water
              (including sewer rental) and other utilities, taxes, licenses and
              fees; the cost of conducting any environmental audit or other
              testing on or in any part of the Building and Land and all costs
              and expenses incurred by the Landlord in removing any Hazardous
              Substance from any part of the Building and Land; insurance costs,
              premiums and deductible payments in respect of fire, casualty,
              liability, property damage, boiler, loss of rental and such other
              form or forms of insurance relating to the Land and Building from
              time to time in effect; cleaning, supervision, maintenance,
              operation and repair costs, expenses and charges relating to the
              Land and Building (including, without limitation, the elevators,
              the garage and parking facilities, and other common areas and
              facilities) and the equipment, systems and fixtures therein and
              the making of all necessary repairs, modifications, renovations or
              replacements therein and thereto; building and cleaning supplies;
              equipment rental; depreciation of machinery, equipment, facilities
              and systems which by their nature require periodic replacement;
              cleaning of windows and exterior curtain walls; cleaning and
              maintenance of grounds (including snow removal), gardening and
              landscaping; garbage and waste collection and disposal; amounts
              payable pursuant to service contracts with independent contractors
              for maintenance, elevators, cleaning, refuse removal, security
              operations and repairs; expenditures relating to energy
              conservation measures or programs; legal and accounting fees and
              expenses; and a 15% administration fee on the aggregate of the
              foregoing.

       (j)    "Premises": those certain Premises substantially as shown outlined
              in red on the floor plan(s) hereto attached as Schedule "B"
              situated on the twelfth floor (12th) of the Building and
              comprising approximately two thousand twenty-four (2,024) square
              feet of net rentable area (subject to final measurement).

       (k)    "Proportionate Share": means a fraction which has as its numerator
              the net rentable area of the Premises, and as its denominator, the
              gross leasable area of the Building.

       (l)    "Real Estate Broker", if any: Torode Realty Limited, P.O. Box 6,
              Commerce Place, Suite 1750, 400 Burrard Street, Vancouver, B.C.
              V6C 3A6



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       (m)    "Real Estate Taxes": all taxes, rates and assessments, general or
              special, or any other taxes, rates, assessments, levies and
              impositions which are now or which may ever be levied against the
              Land and Building for municipal, urban community, school, public
              betterment, general, local improvement or other purposes. If the
              system of taxation now in effect is altered and any new tax or
              levy is imposed or levied upon the Land and Building and/or the
              owner thereof and/or the revenues therefrom in substitution for or
              in addition to all taxes presently levied or imposed upon
              immovables, the expression "Real Estate Taxes" shall include such
              new tax or levy. Real Estate Taxes shall also include any legal
              fees, appraisers' fees or other reasonable costs incurred by the
              Landlord in respect of the final determination thereof. If the
              competent authorities shall at any time eliminate any tax, rate,
              assessment or imposition which compose part of the Real Estate
              Taxes, Landlord shall eliminate same from the definition of Real
              Estate Taxes.

       (n)    "Net Rent":

              (i)    Yielding and paying unto the Landlord during the Term as
                     rent Thirty Thousand Three Hundred Sixty Dollars
                     ($30,360.00) per annum from the Commencement Date until May
                     31, 2003 (the "Net Rent") payable at the office of the
                     Landlord, monthly in advance without demand, deduction,
                     set-off or abatement whatsoever on the first day of each
                     and every month in consecutive monthly installments of:

 Year      Start           End        Per Sq. Ft.      Per Annum       Per Month
 1 -3     Jun 1/00      May 31/03      $15.00         $30,360.00      $2,530.00


       (o)    "Schedules": the following Schedules are attached hereto: "A" -
              Land Description, "B" -Premises Description, "C" - Landlord's
              Work, "D" - Rules and Regulations, "E" - Minimum-Standards for
              Tenant Finishes.

       (p)    "Security Deposit": Four Thousand Seven Hundred Thirty Seven
              Dollars and Forty Three Cents ($4,737.43).

       (q)    "Tax on Capital": the tax or excise imposed upon the Landlord or
              the owner of the Land and Building by any governmental authority
              which is measured or based in whole or in part upon the capital
              employed by such party(ies) with respect to the Land and Building.

       (r)    "Term": the period commencing on the Commencement Date and
              terminating on May 31, 2003.

SECTION II        LEASE

2.01   Landlord does hereby lease the Premises to the Tenant for the Term.



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2.02   Save only for Landlord's Work, if any, referred to in Section 13.01
       hereof, Tenant accepts the Premises "as is" and in their present state
       and condition.

SECTION III       RENTAL

3.01   Tenant covenants and agrees to pay the Net Rent to the Landlord in equal,
       consecutive, monthly installments, in advance on the first day of each
       calendar month.

3.02   The Net Rent shall be payable in lawful money of Canada to Landlord at
       its offices in Vancouver or at such other place or to such other person
       as may be specified from time to time by Landlord without any demand
       therefor being necessary, the whole without set-off, reduction, deduction
       or compensation whatsoever.

SECTION IV        NET RENTALS

4.01   Tenant acknowledges that the Net Rent shall be absolutely net to the
       Landlord save only as herein expressly set forth and, Landlord shall not
       be responsible for any costs, charges, expenses or outlays of any nature
       or kind whatsoever arising from or relating to the Premises, the contents
       thereof, or the business carried on therein, and the Tenant shall pay all
       such charges, impositions, costs and expenses of every nature and kind
       (including such as may be incurred by or paid for by Landlord on its
       behalf) to Landlord's complete and entire exoneration as well as Tenant's
       Proportionate Share of the Real Estate Taxes, Tax on Capital and
       Operating Expenses as hereinafter set forth.

4.02   Tenant shall not be responsible for the payment of Landlord's income
       taxes (except for Tax on Capital to the extent herein mentioned) and
       Tenant shall not be responsible for the payment of principal or interest
       due under any deed of trust affecting the Land and Building.

SECTION V         REAL ESTATE TAXES, TAX ON CAPITAL AND OPERATING EXPENSES

5.01   The Tenant will pay to the Landlord, or to the taxing authorities if the
       Landlord directs, all taxes for the Premises together with its
       Proportionate Share of all taxes for the common areas and facilities. If
       there are separate assessments for the Premises or if taxes are
       apportioned to the Premises by the taxing authorities, then the Tenant's
       tax obligations with respect to the Premises will, if the Landlord elects
       (this right to elect shall be at the Landlord's sole option and the
       method of tax billing may be revised from time to time by the Landlord at
       its sole discretion) be as set out in the separate assessments or
       apportionment, and the Tenant's tax obligations with respect to the
       common areas and facilities will be payable in accordance with Section
       4.01. If there are no separate assessments or apportionments for the
       Premises, then the Tenant will pay its Proportionate Share of all taxes
       levied against the Building and Land. During the first and last years of
       the Term (in the event same comprise less than a complete tax year), the
       amount the Tenant is required to pay pursuant to the foregoing shall be
       subject to per diem adjustments.



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5.02   On or before the commencement of the Term, the Landlord shall invoice the
       Tenant for the Tenant's Proportionate Share of the Real Estate Taxes for
       the then current tax year(s) which the Tenant shall pay within thirty
       (30) days of receipt or, should actual bills not yet have been received
       for such taxation year(s), the Landlord shall estimate the amount of the
       Tenant's Proportionate Share of Real Estate Taxes for the then current
       tax year(s) and shall invoice the Tenant therefor in equal, consecutive
       installments which the Tenant shall pay to Landlord in advance on the
       first day of each calendar month. After the end of each Lease Year, the
       Landlord shall furnish the Tenant with a statement setting forth such
       portion thereof that is payable by the Tenant pursuant to this Section V.
       If such amount is greater or less than the payments on account thereof
       made by the Tenant pursuant to this Section V, appropriate adjustments
       shall be made forthwith.

5.03   In addition to Tenants obligation to pay Landlord's invoice for Real
       Estate Taxes when actual bills are received, Tenant shall continue to
       make the aforementioned monthly installments on account of estimated
       future Real Estate Taxes on the same basis or on the basis of Landlord's
       revised reasonable estimate thereof, as the case may be, and so on from
       time to time.

5.04   Tenant's Proportionate Share of all expenses incurred by Landlord in
       obtaining or attempting to obtain a reduction of Real Estate Taxes shall
       be payable by Tenant to Landlord as additional rental on demand. In the
       event that the Tenant shall have paid Tenant's Proportionate Share of
       Real Estate Taxes pursuant to this Section V and the Landlord shall
       thereafter receive a refund of any portion thereof, the Landlord shall
       pay to the Tenant the Tenant's Proportionate Share of such refund.

5.05   Landlord shall have no obligation to contest, appeal, object to or
       litigate the levying or imposition of Real Estate Taxes and/or any
       valuation imposed with respect thereto and Landlord may settle,
       compromise, consent so, waive or otherwise determine in its sole
       discretion all matters and things relating thereto. Tenant shall not
       itself contest, appeal, object to or litigate the levying or imposition
       of Real Estate Taxes.

5.06   Should at any time the taxation authorities directly attribute any part
       of the Real Estate Taxes to the Premises or the improvements therein,
       Tenant shall pay for same in addition to Tenant's Proportionate Share of
       the remainder of the Real Estate Taxes (to be deducted from the said
       remainder the amount, if any, directly attributed by the taxation
       authorities to other premises or tenant improvements in the Building),
       the whole in the manner and subject to the conditions hereinabove set
       forth.

5.07   Throughout the Term, any renewal thereof and/or holding over thereunder,
       the Tenant shall pay as additional rent the Tenant's Proportionate Share
       of Operating Expenses and Tax on Capital. During the first and last years
       of the Term (in the event same comprise less than a complete Lease Year),
       the amount the Tenant is required to pay pursuant to the foregoing shall
       be subject to per diem adjustments.



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5.08   On or before the commencement of the Term, Landlord shall estimate the
       amount of Operating Expenses and Tax on Capital for the then current
       Lease Year and shall invoice Tenant for Tenant's Proportionate Share
       thereof in equal consecutive monthly installments which Tenant shall pay
       to Landlord in advance on the first day of each calendar month. After the
       end of each Lease Year, Landlord shall furnish Tenant with a statement
       setting forth the actual Operating Expenses and Tax on Capital for such
       Lease Year together with Tenant's Proportionate Share thereof. If such
       amount is greater or less than the payments on account thereof made by
       Tenant pursuant hereto, appropriate adjustments shall be made forthwith.
       Thereafter, Tenant shall continue to make the aforementioned monthly
       installments on account of estimated Operating Expenses and Tax on
       Capital for the ensuing Lease Year on the same basis or on the basis of
       Landlord's revised reasonable estimate of same, as the case may be, and
       so on from time to time.

5.09   Notwithstanding anything hereinabove contained, if the Building is less
       than fully occupied during any Lease Year, the Landlord shall be entitled
       to allocate such part of the Operating Expenses which are attributable to
       the use and occupancy of the Building (such as, but not limited to,
       heating, air-conditioning and ventilating expenses, electricity, cleaning
       and cleaning supplies) to the rented space in the Building only and the
       Tenant shall pay a proportion thereof, same to be the ratio that the net
       rentable area of the Premises bears to the net rentable area of all
       rented space in the Building, excluding parking and storage areas. In no
       event, however, will Tenant be obliged to pay an amount in virtue of the
       foregoing which is greater than the amount the Tenant would have paid as
       Tenant's Proportionate Share had the Building been fully occupied.

5.10   Failure or delay on the part of the Landlord to avail itself of any of
       the provisions of this Section V shall not constitute any waiver or
       renunciation of its rights provided herein.

5.11   Notwithstanding anything contained in this Section V to the contrary,
       Landlord reserves the right to allocate all or any part of the Real
       Estate Taxes, Operating Expenses and Tax on Capital between Tenant and
       other tenants of the Building in a manner different than that herein
       contemplated should such allocation, in Landlord's sole reasonable
       discretion, appear more equitable in the circumstances.

SECTION VI        USE OF PREMISES

6.01   The Tenant shall use the Premises for a business office and for no other
       purpose. Nothing herein shall be so interpreted as to imply that this
       Lease is conditional upon the Tenant obtaining any permits or licenses
       for the exploitation of such business from any municipal, provincial or
       other authority.

SECTION VII       UTILITIES AND ADDITIONAL CHARGES

7.01   The Tenant shall pay as and when due all water taxes, business taxes and
       other similar rates and taxes which may be levied or imposed upon the
       Premises or upon the


                                     Page 7
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       business carried on therein, and also all other rates and taxes which are
       or may be payable by the Tenant as tenant or occupant thereof. If the
       mode of collecting such taxes be so altered as to make the Landlord
       and/or the proprietor liable therefor instead of the Tenant, the Landlord
       will pay such accounts and the Tenant will repay the Landlord as
       additional rent on demand the amount so paid.

7.02   The Landlord (subject to its ability to obtain the same from its
       principal supplier) will cause the Premises to be supplied with electric
       current for the lighting and power required therein for the operation of
       the Tenant's reasonable needs, which current the Tenant hereby agrees to
       take and receive from the Landlord.

              In the event any special lighting (above Building standard) or
              equipment (including, but not limited to, special heating,
              ventilating, air-conditioning systems, printing presses, computers
              and the like) is installed in the Premises or lighting is used
              beyond Business Hours or in any other event where there is reason
              to believe that excess electricity is being consumed in the
              Premises, the Landlord shall have the right to survey or meter (at
              the Tenant's expense) the total electrical consumption and the
              Tenant shall pay for any excess disclosed by said survey or
              metering by appropriate increases in the aforementioned monthly
              installments.

7.03   The Tenant shall pay as and when due all license fees, water rates, sewer
       rates and other like fees, charges, rates and assessments that may be
       levied, charged, rated or assessed against the Premises and/or the
       equipment and facilities thereon or therein and/or any property on the
       Premises owned or brought thereon by Tenant.

7.04   In the event the Premises are separately metered, utilities charges will
       be determined on the basis of those meters. Otherwise the Landlord will
       determine in an equitable manner (with the determination being final and
       binding) the utilities charges for the Premises on the basis of check
       meters if they exist, hours of usage, square footage, connected load and
       any other methods as would be practiced by a prudent landlord. The Tenant
       will pay for the cost of any metering which the Tenant requests the
       Landlord to install or which the Landlord wishes to install in the
       Premises or in the Building for the purpose of assisting in determining
       the consumption of any utility charges applicable to the Premises.

              The Tenant shall pay for the cost of all other utilities consumed
              or used within the Premises, same to include, without limitation,
              the cost of electric current, water, gas, steam, fuel or other
              energy and Tenant shall pay for the cost of all fittings,
              machines, apparatus, meters or other things leased in respect
              thereof and for all work or services performed by any corporation
              or commission in connection with any such utilities.

7.05   In the event the Premises are separately metered, the Tenant will pay
       promptly and directly to any public authority any charges referred to in
       this Section VII and Tenant will retain evidence of payment of any
       charges referred to in this Section VII which it


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       pays directly to any public authority for inspection by Landlord at
       Tenant's offices during normal Business Hours upon reasonable prior
       notice, the whole for a period of two (2) years following the due dates
       for payment of said charges.

SECTION VIII      SERVICES

8.01   (a)    Business Hours: The Landlord shall keep the Building open during
              Business Hours. The Landlord shall make reasonable provision to
              allow Tenant access to the Premises at other times.

       (b)    Cleaning: The Landlord shall clean the Premises in accordance with
              standards for comparable buildings at such time or times outside
              Business Hours on Business Days as Landlord may, in its sole
              discretion, determine. The Tenant shall leave the Premises
              reasonably tidy for purposes of cleaning.

       (c)    Heating: The Landlord shall provide heat to the Premises during
              Business Hours.

       (d)    Air-Conditioning: The Landlord shall provide reasonable
              air-conditioning service during Business Hours. Any special
              requirements or equipment above Building standards shall be at the
              Tenant's sole cost and expense. The Landlord shall not be
              responsible for the failure of air-conditioning equipment to
              perform its function if such failure shall result from unapproved
              partitioning within the Premises or unapproved changes or
              alterations thereto, the failure on the part of the Tenant to
              shade windows which are exposed to the sun, or excessive use of
              electrical power by the Tenant.

       (e)    Elevators: The Landlord shall keep the passenger elevator(s) in
              operation during Business Hours. Limited elevator access to the
              Premises will be made available at all other times.

       (f)    Lighting: The Landlord shall supply Building standard lighting
              fixtures as well as lamps, bulbs, tubes, starters and ballasts on
              the Commencement Date. Lamps, bulbs, tubes, starters and ballasts
              shall thereafter be replaced by Landlord at the Landlord's cost,
              Landlord reserving the right to relamp the entire Premises at
              Tenant's cost when Landlord, acting reasonably, considers it cost
              efficient or otherwise in accordance with sound property
              management practice to do so.

       (g)    Public Washrooms and Facilities: The Landlord shall furnish men's
              and women's washroom facilities in the central service core on
              each office floor. Said washrooms shall be supplied with soap,
              paper supplies and other necessary materials.

8.02   Except as provided for herein, the cost of providing all of the foregoing
       services shall form part of Operating Expenses save that the provision of
       any services other than cleaning, if provided outside Business Hours (to
       the extent same can be made available



                                     Page 9
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       upon reasonable prior notice to Landlord), shall be at the Tenant's sole
       cost and expense. The cost of supplies to washrooms contained within the
       Premises other than in the central service core shall be for Tenant's
       account.

SECTION IX        SECURITY

9.01   The Tenant shall furnish the Premises with and maintain therein a
       sufficient quantity of furniture, fixtures, equipment and other effects
       to secure the payment of one (1) year's Net Rent, Tenant's Proportionate
       Share of the Real Estate Taxes, Operating Expenses and Tax on Capital.

9.02   The Tenant represents and warrants that all furniture, fixtures, and
       other effects garnishing the Premises will be free and clear of all
       liens, privileges, conditional sale contracts and other encumbrances of
       any nature whatsoever and all such furniture, fixtures and other effects
       will be bound with a lien in favour of the Landlord and chargeable for
       the Net Rent and all additional rent owing hereunder and for the
       fulfillment of the other covenants and agreements of the Tenant herein
       contained.

9.03   In the event the Tenant fails to provide the security hereinabove
       mentioned or should the value of the security provided by the Tenant be
       diminished or reduced as a consequence of third party rights or
       otherwise, then in either event the Landlord may, without prejudice to
       any of its other rights in virtue of this Lease but in addition thereto,
       exact from the Tenant alternate security by way of a cash deposit equal
       to the aggregate of one (1) year's Net Rent, Real Estate Taxes, Operating
       Expenses and Tax on Capital due hereunder, said alternate security to be
       governed by all of the provisions of Section XVIII hereof. The Tenant
       undertakes to provide said alternate security forthwith upon demand for
       same.

SECTION X         ASSIGNMENT AND SUBLETTING

10.01  The Tenant shall not assign this Lease or sublet the Premises or any part
       thereof or allow the Premises or any part thereof to be used by another
       without the prior written consent of the Landlord, which consent shall
       not be unreasonably withheld. The Landlord's refusal of consent shall be
       deemed reasonable (without in any way restricting the Landlord's right to
       refuse its consent on other reasonable grounds) where the assignee or
       subtenant proposed by the Tenant is then a tenant of the Building and the
       Landlord has or will have during the next ensuing eighteen (18) months
       suitable space for rent in the Building, where the nature of the business
       to be conducted by the assignee or subtenant conflicts with exclusive
       rights granted other tenants or occupants of the Building, where the
       prospective assignee or subtenant is a consulate, embassy, trade
       commission or other representative of a foreign government, where the
       Premises are intended to be used as medical, dental, government or
       quasi-government offices, where the proposed assignee or subtenant does
       not intend to bona fide physically occupy and carry on business from the
       Premises or when the proposed assignment or sublease is made prior to the
       Tenant commencing to physically and bona fide occupy and carry on
       business from the Premises.



                                    Page 10
<PAGE>

10.02  As an alternative to such consent (and without being obliged or affecting
       its other rights), the Landlord shall have the right:

       (a)    to sublease the Premises from the Tenant (or such part thereof as
              Tenant seeks to sublet) under the same terms and conditions set
              forth in the agreement with the assignee or subtenant except in
              respect of rent which shall be the lesser of the Net Rent (or a
              proportionate amount thereof in the event only a part of the
              Premises is intended to be sublet) or the rental payable pursuant
              to the assignment or sublease agreement, as the case may be; or

       (b)    to cancel the Lease for the Premises (or, as the case may be, for
              that portion thereof that Tenant seeks to sublet) the whole as, of
              and from the date Tenant wishes to assign this Lease or sublet the
              Premises or permit their use by another. Landlord shall exercise
              the rights herein granted by sending notice thereof to Tenant
              within thirty (30) days following receipt of the notice referred
              to in Section 10.04 hereof.

10.03  Notwithstanding any assignment, subletting or permitted use by another,
       the Tenant shall remain jointly and severally responsible with the
       assignee, sublessee or user (and, in the circumstances contemplated in
       Section 10.05 hereof, with the party who acquires control), without
       benefit or division or discussion, for the payment of the Net Rent and
       for the performance of all other obligations of the Tenant under this
       Lease for the original Term if the Tenant assigns the Lease in the
       original Term and any renewals. The Net Rent payable by the Tenant shall
       be increased by an amount equal to the profit, if any, derived by Tenant
       from the sublease, assignment or transfer. For all purposes hereof,
       "profit" shall mean the rent, additional rent and other amounts payable
       directly or indirectly by the subtenant, transferee or assignee to or for
       the account of the Tenant in excess of the Net Rent and additional rent
       payable by Tenant hereunder including but not limited to all capital or
       other sums paid for improvements or otherwise. Landlord shall have the
       right to require the subtenant, transferee or assignee to pay its rent
       directly to the Landlord.

10.04  Tenant agrees to provide Landlord with at least thirty (30) days' prior
       written notice of the name, address and nature of business of the
       proposed assignee or sublessee, such credit references and other
       information as Landlord may reasonably request and copies of the executed
       assignment or sublease agreement which must be conditional upon Tenant
       obtaining the Landlord's consent as hereinabove provided.

10.05  If at any time effective control of the Tenant is acquired or exercised
       by any person or persons not having effective control of the Tenant on
       the date of execution of this Lease, the same shall be deemed to
       constitute a sublease to the party acquiring such control subject to all
       of the provisions hereof.

10.06  The Tenant will not advertise the Premises for the purpose of any
       sublease or assignment without obtaining the prior written approval of
       the Landlord to the


                                    Page 11
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       proposed text, such approval not to be unreasonably withheld or delayed.
       In no event will the rental rate appear in any such advertisements.

SECTION XI        READINESS FOR OCCUPATION

11.01  The Landlord shall not be liable for damages in the event Landlord's
       Work, if any, in the Premises has not been completed by a particular
       date, it being understood that this Lease shall remain in full force and
       effect except that Net Rent shall be calculated as and from the date that
       the Landlord's Work has been substantially completed or would have been
       substantially completed had the Tenant not delayed the Landlord in the
       completion of Landlord's Work.

SECTION XII       TENANT CARE

12.01  The Tenant shall maintain and keep the Premises, including all
       replacements, alterations, additions and improvements thereto, in good
       order and condition and shall, in accordance with the procedures set
       forth in Section XIII hereof, perform or cause to be performed all
       repairs (other than structural repairs of a non-recurring nature not
       caused by Tenant's fault, negligence or breach of any obligation
       hereunder or at law) which may from time to time be required therein or
       thereto.

12.02  At the expiration or sooner termination of this Lease, Tenant shall
       return the Premises to Landlord in the state and condition in which they
       are to be maintained and repaired as herein provided.

12.03  The Tenant shall not bring into the Building any machinery, equipment,
       article or thing that by reason of weight or size might cause damage
       thereto and in no event shall Tenant overload the floors of the Building.

12.04  In the event Tenant fails to comply with the obligation to maintain,
       repair and replace imposed hereunder, the Landlord, after giving written
       notice of five (5) days to the Tenant, shall have the right to carry out
       such maintenance, repairs and replacements and any and all costs incurred
       by the Landlord in so doing, together with a fee equal to twenty percent
       (20%) of such costs, shall be payable by the Tenant to Landlord as
       additional rent on demand. Notwithstanding the foregoing, in the event
       any work or action is urgently required at times when authorized
       representatives of Tenant cannot be located, Landlord may proceed with
       such reasonable steps as in its discretion are deemed by it to be
       necessary for the protection and preservation of the Premises and Tenant
       shall reimburse Landlord for the amount expended as additional rent on
       demand.

SECTION XIII      ALTERATIONS, ADDITIONS, IMPROVEMENTS AND REPAIRS

13.01  Landlord shall effect, at its expense, the work, if any, more fully
       described in Schedule "C" hereto. All improvements in and to the Premises
       other than those set forth in Schedule "C" shall be the responsibility of
       Tenant and shall be performed at Tenant's sole cost and expense, the
       whole subject to the terms and conditions set forth in this


                                    Page 12
<PAGE>

       Section XIII. Should the Tenant require additional utilities, heating,
       ventilation or air conditioning, lighting or sprinklers, because of the
       nature of its business, in excess of those already provided to the
       Premises, then the Tenant shall be responsible for the cost of installing
       and/or supplying such additional utilities, subject to the Landlord's
       prior approval.

              All architectural plans and specifications setting forth Tenant's
              work may be prepared by a designer and/or architect of the
              Tenant's choice but shall be subject to Landlord's prior written
              approval as herein mentioned. Said plans and specifications shall
              include, without limitation, complete working drawings and
              specifications, floor plans, interior elevations, interior
              finishing schedules, special facilities or installations that
              affect the Premises and/or Tenant's perimeter walls, mechanical,
              plumbing, sprinklers, telephone and electrical work (including all
              fixtures, equipment and under floor services when applicable) and
              static and dynamic loading of floors. The Tenant plans and
              specifications shall be drawn to the same scale as the base
              Building working drawings. Tenant shall be responsible to ensure
              that the Tenant work, as designed, complies with all relevant
              laws, by-laws and regulations as well as with the Building module
              and structure and with the Building's mechanical, electrical,
              plumbing and other systems. Complete working drawings, plans and
              specifications shall be submitted to Landlord within twenty-one
              (21) days following execution of the Lease or within such other
              delay as the Landlord and Tenant have otherwise agreed. Within ten
              (10) days following receipt of the complete working drawings,
              plans and specifications, Landlord shall notify Tenant either of
              its approval thereof or of changes required and if Landlord
              notifies Tenant that changes are required, Tenant shall, within
              seven (7) days thereafter, submit the necessary amended drawings,
              plans and specifications. Failure by Tenant to submit complete
              working drawings, plans and specifications within the delays
              herein contemplated shall be deemed to be a delay in the
              completion of the Premises attributable to Tenant's fault.

13.02  All improvements, alterations, additions or repairs required or requested
       by the Tenant may, at the option of Landlord, be carried out by the
       Landlord or under the latter's coordination, in which event the Tenant
       shall pay for the costs thereof as well as an amount equal to twenty
       percent (20%) of such cost on account of Landlord's overhead,
       coordination and administration. In addition, the Tenant shall pay for
       the cost of all architectural, engineering and/or working drawings
       prepared to comply with the Tenant's requirements and for the cost of
       inputting such working drawings in any Building computerized design
       records that may from time to time be maintained as well as the foregoing
       fees calculated on the cost thereof. Payment shall be effected by way of
       a cash deposit and progress draws during the course of the work, the
       specifics of which shall be established by the Landlord, acting
       reasonably, from time to time.

13.03  Should the Landlord elect not to carry out improvements, alterations,
       additions or repairs required or requested by the Tenant, the Tenant
       shall not itself make any such improvements, alterations, additions or
       repairs to the Premises without obtaining all


                                    Page 13
<PAGE>

       necessary permits from the appropriate public authorities and without the
       prior written consent of the Landlord, pursuant to Section 13.01 hereof.
       The Tenant shall be required to submit to the Landlord plans and
       specifications (in accordance with the provisions of Section 13.01 hereof
       and within the delays therein mentioned) for all such improvements,
       alterations, additions or repairs and Tenant shall pay for the cost of
       inputting such plans and specifications in any Building computerized
       design records that may from time to time be maintained. All such work
       shall be done by contractors approved by the Landlord, which approval
       shall not be unreasonably withheld. All such work shall be conditional
       upon such contractors paying the cost of temporary services and
       coordination during such construction, upon such contractors timing and
       performing their work in accordance with such rules and regulations as
       the Landlord may from time to time prescribe, upon such contractors
       carrying property damage and liability insurance satisfactory to the
       Landlord for its operations in the Building and upon the employees of
       such contractors not causing any labour trouble by their presence in the
       Building. Furthermore, the Tenant shall require that prior to entering
       the Premises or performing any work therein, the Tenant's contractors
       shall deliver to the Landlord a waiver and release from all privileges or
       rights of privilege that may then or thereafter exist for work done,
       labour performed or materials furnished under any contract and such
       contractors must agree to furnish to the Landlord a good and sufficient
       waiver of privilege for every subcontractor and supplier furnishing
       labour and material under the contract. The Tenant shall be responsible
       for any costs and expenses of the Landlord occasioned directly or
       indirectly by such work in the Premises. The cost of such improvements,
       alterations, additions or repairs shall be the sole responsibility of the
       Tenant and if any payment in respect thereof shall be made by the
       Landlord, the Landlord hereby reserving the right to do so in its sole
       discretion, the same shall be immediately payable by the Tenant on demand
       as additional rent. Tenant shall furthermore pay to the Landlord as
       additional rent on demand an amount equal to twenty percent (20%) of the
       total cost of all of such work representing Landlord's fee for
       administration and coordination of same.

13.04  All improvements, alterations, additions or repairs to the Premises
       (including all lighting installations such as, but not limited to,
       spotlights and tracks, all floor finishes of whatsoever nature placed
       upon the concrete floor of the Premises and all window coverings,
       built-ins and the like) shall, upon their completion, become a part of
       the Premises and the property of the Landlord and shall be surrendered
       with the Premises upon termination of this Lease without any compensation
       being due therefor; provided, however, that the Landlord shall have the
       option, in its sole discretion, to require the Tenant to remove at the
       Tenant's cost and under the Landlord's coordination and direction, all or
       any such improvements, alterations, additions or repairs including such
       as may have been made by Landlord at Tenant's request prior to or during
       the Term and to restore the Premises or any part thereof to their
       original condition, reasonable wear and tear only excepted.

13.05  If required by the Landlord or any governmental authority at any time
       during the term, the Tenant shall, at its sole cost and expense, remove
       from the Premises prior to the end of the Term, any Hazardous Substance
       which is or has been located, stored or


                                    Page 14
<PAGE>

       incorporated in or on any part of the Premises by the Tenant. The
       foregoing obligation to remove any such Hazardous Substance shall survive
       the expiration or earlier termination of this Lease.

SECTION XIV       MAJOR REPAIRS

14.01  Should the Landlord effect improvements, alterations, additions or
       repairs to the Premises or Building, the Tenant shall permit same to be
       performed without being entitled to any indemnity or reduction in rental
       or any damages or compensation therefor. All such work shall be completed
       by the Landlord with reasonable dispatch and the cost thereof shall be
       included in Operating Expenses unless such work is otherwise Tenant's
       responsibility hereunder in which event Tenant shall pay for the full
       cost thereof.

SECTION XV        ACCESS TO PREMISES

15.01  The Landlord, its agents and representatives may enter the Premises at
       all reasonable times (and at any time during an emergency) to (a) inspect
       the Premises or any part thereof for the existence of any Hazardous
       Substance and to conduct an environmental audit or any testing required
       to satisfy itself that the Tenant's operation is being run in compliance
       with the applicable environmental laws, by-laws, rules and regulations,
       and (b) examine their condition and to view their state of repair or
       otherwise and Tenant covenants to comply and/or repair according to
       notice.

15.02  The Tenant shall allow the Premises to be exhibited during normal
       Business Hours to persons interested in acquiring the Land or Building or
       advancing money upon the security thereof. During the last eighteen (18)
       months of the Term, the Tenant shall also allow the Premises to be
       exhibited to persons interested in leasing same.

SECTION XVI       PROTECTION OF EQUIPMENT

16.01  The Tenant shall protect from damage and make all necessary repairs and
       replacements to the heating, ventilating and air-conditioning apparatus,
       water, gas and drain pipes, water closets, sinks and accessories thereof
       in and about the Premises and keep same free from all obstructions that
       might prevent their free working and shall give to the Landlord prompt
       written notice of any accident to or defects in same or any of their
       accessories.

SECTION XVII      COMPLIANCE WITH LAWS AND INDEMNIFICATION

17.01  (a)    The Tenant will not do or permit anything to be done in, upon or
              about the Premises or bring or keep anything therein which will in
              any way conflict with the regulations of the fire, police or
              health departments or with the rules, regulations, by-laws or
              ordinances of the municipality in which the Land and Building are
              situate, the applicable urban community (if any), or any
              governmental authority having jurisdiction over the Premises or
              the business


                                    Page 15
<PAGE>

              conducted therein, all of which the Tenant undertakes to abide by
              and conform to.

       (b)    The Tenant shall not use or permit or suffer the use of the
              Premises or any part thereof to generate, refine, treat,
              transport, store, handle, dispose of, produce, process or
              otherwise deal with any Hazardous Substance except in strict
              compliance with all applicable federal, provincial or municipal
              laws, draft laws, or regulations, including, without limitation,
              environmental, land use, occupational, health and safety laws,
              regulations, requirements or permits, and only if it has received
              the prior written consent of the Landlord, which consent may be
              unreasonably withheld.

       (c)    The Tenant covenants to conduct itself and its business conducted
              on or from the Premises in compliance with, whether in draft form
              or otherwise, all federal, provincial and municipal laws, bylaws,
              regulations, orders, directives, codes, ordinances and approvals
              of all governmental authorities relating to environmental matters,
              or regulating air pollution, water pollution, and the use,
              storage, handling, treatment, or disposal of hazardous or toxic
              substances or other materials (including, without limitation, raw
              materials, products, supplies or wastes). The Tenant agrees to
              send to the Landlord within FIVE (5) days of receipt or completion
              thereof, any report, citation, or other writing including without
              limitation, hazardous waste disposal manifests, by, to, or from
              any governmental authority empowered to regulate any of the
              foregoing activities. The Tenant further agrees to remove from the
              Premises and properly dispose of and rectify any environmental
              impairment or damage caused by or contributed to by, any such
              hazardous or toxic substances, soils, or other materials when and
              as required from time to time or at any time by applicable laws,
              regulations and ordinances, or by the Landlord and in any event
              prior to the termination of its possession of the Premises.

       (d)    The Tenant covenants and agrees that it will indemnify, save and
              hold harmless the Landlord, its agents and contractors from and
              against any penalty imposed for or damage arising from the breach
              of any such rules, regulations, by-laws or ordinances by the
              Tenant or those for whom the Tenant is responsible.

17.02  The Tenant shall pay to the Landlord any extra premiums of insurance that
       the company or companies insuring the Land and Building may exact in
       consequence of the business carried on by the Tenant, of anything brought
       into or stored in the Premises by the Tenant, or of the Tenant's
       operations. The Tenant shall furthermore protect the Landlord from claims
       made by other tenants in the Building in consequence of their insurance
       rates being increased as a result of such causes. The Tenant shall in no
       event bring into or store in the Premises anything which may make any
       insurance carried by the Landlord subject to cancellation.

17.03  The Tenant shall comply with the rules, requirements and recommendations
       of the Landlord's insurers, and with the requirements of all insurance
       companies having


                                    Page 16
<PAGE>

       policies of any kind whatsoever in effect covering the Land and Building
       including policies insuring against tort or delictual liability. In no
       event shall any inflammable materials or explosives (except to the extent
       required by Tenant to carry on its business and then only as permitted by
       Landlord's and Tenant's insurers) be taken into or maintained within the
       Premises.

17.04  The Tenant shall indemnify, save and hold harmless the Landlord from and
       against all claims, liabilities or payments relating to the use and
       occupancy of the Premises and, without limiting the generality of the
       foregoing, Tenant does hereby agree to indemnify, save and hold harmless
       the Landlord from and against all claims, liabilities, damages, costs,
       suits or actions arising from:

       (a)    any accident, injury (including death) or damage whatsoever or
              howsoever caused to any person or persons (including the Tenant,
              its employees, agents and invitees, any subtenant or licensee of
              the Tenant and all other persons claiming through or under any of
              them) or to the property of any such person or persons occurring
              during the Term, caused by the Tenant's want of repair to, or by
              the Tenant's use or occupation of the Premises;

       (b)    any breach, violation or non-performance of any covenant,
              condition or agreement set forth in the present Lease on the part
              of Tenant to be fulfilled, kept, observed or performed;

       (c)    the conduct or management of or from any work or thing whatsoever
              done, or not done, in or about the Premises by the Tenant, its
              agents, employees or contractors, or arising from any act of
              negligence by the Tenant or any of its agents, employees or
              contractors; and

       (d)    the failure of the Tenant to fully, faithfully and punctually
              comply with all of the legitimate requirements of any public or
              quasi-public authority having jurisdiction over the Premises.

17.05  Notwithstanding any express or implicit obligation on the part of
       Landlord to insure and further notwithstanding any obligation on the part
       of Tenant to contribute to the Landlord's premiums, Tenant acknowledges
       that Tenant shall remain responsible for its negligence and those of all
       persons for whom it is in law responsible, that no insurable interest is
       conferred upon the Tenant under any of Landlord's insurance policies and
       that Tenant shall have no right to recover any proceeds thereunder or
       claim any right or title to such proceeds.

17.06  The Landlord shall maintain, operate, insure and repair the Building as
       would a prudent landlord of similar buildings.

SECTION XVIII     SECURITY DEPOSIT

18.01  The Landlord acknowledges receipt of the Security Deposit, to be held
       without interest, as security for the rent payable hereunder and or the
       faithful performance by


                                    Page 17
<PAGE>

       the Tenant of each and every one of the covenants, conditions and
       agreements herein stipulated. The said sum shall not be applicable by the
       Tenant to the payment of Net Rent or any other charges for which the
       Tenant may become liable under this Lease and such Security Deposit shall
       not relieve the Tenant from the faithful and punctual performance of all
       covenants and conditions herein contained. If at any time during this
       Lease any sum owing by the Tenant hereunder is not paid when due,
       Landlord may appropriate and apply all or such part of the Security
       Deposit as is necessary to compensate Landlord for the amount then owing
       by Tenant, plus reasonable expenses incurred in connection therewith, and
       in such event Tenant shall remit to Landlord a sum sufficient to restore
       the Security Deposit to the original amount deposited within five (5)
       days of Landlord's written demand thereof, the whole without prejudice to
       such other rights, remedies and recourses as avail to Landlord as a
       consequence of Tenant's default. Ninety (90) days following the
       termination of this Lease or any renewal thereof, the said Security
       Deposit shall be returned to the Tenant providing the Tenant shall have
       complied in all respects with all terms, covenants and conditions herein
       contained. Notwithstanding the foregoing, if the Tenant fails to execute
       and deliver this Lease within five (5) days of receipt from the Landlord
       or fails to take possession of the Premises by the Commencement Date, the
       Landlord may, at its sole option, terminate this Lease, whereupon the
       Security Deposit shall be retained by the Landlord as liquidated damages
       on account of the Tenant's default and not as a penalty.

SECTION XIX       FIRE AND DESTRUCTION OF PREMISES

19.01  In the event the Building is destroyed or damaged by fire or other cause,
       or partly destroyed or damaged so that the Landlord shall decide not to
       restore or rebuild substantially the same nature and quality structure
       (whether or not the Premises are also damaged or destroyed), the Landlord
       may, within One Hundred and Eighty (180) days after such fire or other
       cause, give notice in writing to the other of such decision, whereupon
       this Lease shall expire forthwith and the Tenant shall immediately
       surrender the Premises and all interest therein to the Landlord and shall
       pay rent only to the date that the Premises are destroyed or the date of
       such surrender, whichever shall first occur. However, if the Landlord
       shall decide to restore or rebuild substantially the same nature and
       quality structure, this Lease shall remain in full force and effect and
       the Landlord agrees that the same shall be repaired with reasonable
       dispatch in which event the Net Rent shall be diminished in proportion to
       the time and the part of the Premises of which the Tenant has been
       deprived. In no event shall the Landlord be liable to the Tenant for any
       loss or damage occasioned by such fire or other cause.

19.02  In the event Landlord elects to restore or rebuild as aforesaid, it is
       expressly understood and agreed that the extent of Landlord's obligation
       will be to rebuild or restore to substantially the condition in which the
       Building and Premises were initially delivered to Tenant as modified to
       be consistent with the plans, specifications and design criteria selected
       by Landlord at the time of reconstruction. Nothing herein contained shall
       be construed to oblige the Landlord to repair or reconstruct any
       alterations, improvements or property of the Tenant. On the contrary, all
       other


                                    Page 18
<PAGE>

       improvements in and to the Premises shall be the responsibility of Tenant
       who shall be obliged to repair and re-fixture to a standard at least
       equivalent to that which existed prior to the date of damage and
       destruction, the proceeds of insurance being carried by Tenant in respect
       to its property and improvements to be held in trust jointly by Landlord
       and Tenant for the purpose of said repair and replacement.

SECTION XX        NON-RESPONSIBILITY OF LANDLORD

20.01  The Landlord shall not be liable for any damage, loss, injury or
       destruction arising in or upon the Land, Building or Premises to any
       property or person nor for any personal injuries sustained by the Tenant,
       its officers, servants, employees, agents, invitees or licensees, which
       may result at any time from any reason or cause whatsoever, including,
       without limitation, the manufacturing, transportation, transfer, storage
       or disposal of any Hazardous Substance by the Tenant or any other
       occupant of the Premises (or any of their respective customers,
       suppliers, employees, agents, or other invitees) on or in any part of the
       Building, Land or Premises, the Tenant hereby covenanting to indemnify
       the Landlord of and from all loss, costs, claims or demands in respect of
       such damage, loss, injury or destruction. Without limiting the generality
       of the foregoing, the Landlord shall not under any circumstances be
       liable for any damage resulting from water, steam, rain or snow which may
       leak into, issue or flow from the pipes or plumbing or sprinklers or from
       any other part of the Building or from any other place or quarter. No
       event or occurrence herein contemplated shall be deemed an eviction or
       disturbance of the Tenant's enjoyment of the Premises nor render the
       Landlord liable in damages to the Tenant nor entitle the Tenant to claim
       any diminution in Net Rent or in any other amount payable hereunder.

20.02  The Landlord shall not be liable for failure to perform any of its
       obligations hereunder nor be responsible for any damage resulting from
       (i) delays in the construction and/or finishing of the Premises and/or
       the interruption or modification of any service or facility provided in
       the Building caused or required by strikes, riots, labour controversies,
       accidents, fault or delays caused by Tenant or third parties, fuel
       shortages, Acts of God or of the Queen's enemies, fire or other casualty,
       force majeure, cas fortuit, or (ii) any other cause beyond the Landlord's
       reasonable control and Landlord shall not be responsible for any acts or
       omissions of any other tenants or occupants of the Building or other
       third parties. No such occurrence or event shall be deemed an eviction or
       disturbance of the Tenant's enjoyment of the Premises nor render the
       Landlord liable in damages so the Tenant nor entitle the Tenant so claim
       any diminution in Net Rent or other amounts payable hereunder, bus in any
       such event the Landlord shall without delay take all reasonable steps so
       remove the cause of such interruption.

20.03  Without limiting the generality of the foregoing, the Landlord shall not
       be liable for any damage of any kind or nature to the Premises or to any
       goods, merchandise, stock-in-trade, assets fixtures, furniture,
       accessories or equipment belonging to the Tenant or to the Tenant's
       officers, servants, employees, agents, invitees or licensees resulting


                                    Page 19
<PAGE>

       from robbery, burglary, theft or acts of violence of any kind, and the
       Tenant will hold the Landlord free, clear and harmless from any liability
       or loss resulting therefrom.

SECTION XXI       INSURANCE

21.01  Throughout the Term and any renewal thereof, Tenant shall take out and
       keep in force:

       (a)    comprehensive general liability insurance (including blanket
              contractual liability coverage) with respect to the business
              carried on in or from the Premises and the use and occupancy
              thereof for bodily injury and death and damage to property of
              others in an amount of at least five million dollars
              ($5,000,000.00) (indexed annually based upon increases in the Cost
              of Living Index - All Items - Canada as determined by Statistics
              Canada or its successors) for each occurrence or such greater
              amount as Landlord may from time to time reasonably require;

       (b)    all-risks insurance including the perils of fire, extended
              coverage, leakage from sprinkler and other fire protective
              devices, earthquake, collapse and flood in respect to furniture,
              equipment, inventory and stock-in-trade, fixtures, (plate glass if
              appropriate) and leasehold improvements located within the
              Premises and such other property located in or forming part of the
              Premises, including all mechanical or electrical systems (or
              portions thereof) installed by Tenant in the Premises, the whole
              for the full replacement cost (without depreciation) in each such
              instance;

       (c)    business interruption insurance in an amount equal to at least one
              (1) year's Net Rent, Tenants Proportionate Share of Real Estate
              Taxes, Operating Expenses and Tax on Capital or such greater
              amount as Landlord may from time to time reasonably require;

       (d)    tenants' legal liability insurance in an amount equal to the
              replacement cost of the Premises or such greater amount as
              Landlord may from time to time reasonably require; and

       (e)    such additional insurance as Landlord, acting reasonably, may from
              time to time require.

21.02  All policies of insurance shall (i) be in form satisfactory to Landlord,
       (ii) be placed with insurers acceptable to Landlord, (iii) provide that
       they will not be cancelled or permitted to lapse unless the insurer
       notifies Landlord in writing at least thirty (30) days prior to the date
       of cancellation or lapse, and (iv) be primary and not excess or
       contributing with any other insurance available to the Landlord or others
       insured thereunder. Each such policy shall name Landlord and any other
       party required by Landlord, including but not limited to its property
       manager as an additional insured(s) as its (or their) interest(s) may
       appear. Each liability policy will contain a provision of cross-liability
       and severability of interests as between Landlord and Tenant. All other
       policies referred to above shall contain a waiver of subrogation rights
       which Tenant's insurers


                                    Page 20
<PAGE>

       may have against Landlord, Landlord's insurers and persons under
       Landlord's care and control. Notwithstanding anything contained in this
       Lease to the contrary, Tenant hereby releases and waives any and all
       claims against Landlord and those for whom Landlord is in law responsible
       with respect to occurrences which are or which are required to be insured
       against by Tenant hereunder. Tenant shall from time to time and if so
       requested by the Landlord, furnish Landlord with certified copies of all
       such insurance policies and the renewals thereof.

21.03  Should Tenant fail to take out or keep in force such insurance, Landlord
       will have the right to do so and to pay the premiums therefor and in such
       event Tenant shall repay to Landlord the amount paid as premiums as
       additional rent on demand.

SECTION XXII      DEFAULT

22.01  In any of the events following, namely:

       (a)    if the Tenant shall fail to pay the Landlord any installment of
              Net Rent or any additional rent after it shall have become due and
              payable as herein provided;

       (b)    if the Tenant shall be declared dissolved, bankrupt or wound-up or
              shall make any general assignment for the benefit of its creditors
              or take or attempt to take the benefit of any insolvency,
              winding-up or bankruptcy legislation or if a petition in
              bankruptcy or in winding-up or for reorganization shall be filed
              by or granted against the Tenant or if a receiver or trustee be
              appointed for or enter into physical possession of the property of
              the Tenant, or any part thereof;

       (c)    if the Tenant shall assign, sublet or permit the use of the
              Premises by others except in a manner herein permitted;

       (d)    if any seizure is practiced against the property of the Tenant in
              the Premises;

       (e)    if the Tenant shall fail to take possession of the Premises or if
              the Tenant should vacate or abandon the Premises;

       (f)    if any insurance carried by the Landlord be cancelled in
              consequence of the business carried on by the Tenant or in
              consequence of anything brought into or stored in the Premises by
              the Tenant;

       (g)    if the Tenant shall default in the performance of any of its other
              obligations under this Lease including, without limitation, the
              obligation to pay business and water taxes in a timely manner, or
              fail to effect any payment that may result in a charge, lien,
              encumbrance or other right on the Land, Building or Premises or
              the property located therein or shall violate any of the rules and
              regulations hereinafter set forth or hereafter to be established
              by the Landlord and such default continues for five (5) days
              following receipt of written notice thereof; this Lease may be
              terminated ipso facto at the option of the Landlord upon written
              notice to the Tenant to such effect. It is expressly agreed that
              such right


                                    Page 21
<PAGE>

              of termination shall be in addition and without prejudice to all
              other rights as provided by law or herein, the Landlord may
              re-enter and re-let the Premises to whomsoever it may choose
              without further notice or demand being necessary and may recover
              from the Tenant all amounts due hereunder at the date of such
              termination, expenses of such re-letting (including any repairs,
              decorating, alterations or improvements necessitated thereby) and
              rental for the six (6) months next succeeding the date of such
              termination or such longer period as maybe allowed by law, all of
              which shall immediately become due and payable. Thereafter the
              Tenant shall pay to the Landlord, as liquidated damages until the
              end of the Term, an amount equivalent to the rental provided in
              the Lease, less the sum of the net receipts (if any) derived by
              the Landlord from the re-letting of the Premises. As used herein,
              the expression "rental" shall mean the Net Rent, Tenant's
              Proportionate Share of Real Estate Taxes, Operating Expenses and
              Tax on Capital and all other additional rents payable hereunder.
              Any sums received by the Landlord from or for the account of the
              Tenant when the Tenant is in default hereunder may be applied, at
              the Landlord's option, to the satisfaction in whole or in part of
              any obligation of the Tenant then due hereunder in such manner as
              the Landlord sees fit and regardless of any imputation by law or
              any designation or instruction of the Tenant to the contrary.

SECTION XXIII     RELOCATION AND MODIFICATION

23.01  The Landlord shall have the right at any time and from time to time
       (including prior to the Commencement Date) to relocate the Tenant to
       other premises in the Building at Landlord's cost (if any) provided that
       the new location is similar in dimension and the Net Rent remains
       unchanged. The relocation shall not affect any of the other clauses or
       conditions of this Lease. The Tenant waives and renounces to any and all
       claims as a consequence of any action as contemplated hereunder.

23.02  Notwithstanding any provision of this Lease or any Schedule appended
       hereto to the contrary, the Landlord reserves the right at any time and
       from time to time to change, alter, modify or expand the Building as the
       Landlord in its sole and entire discretion deems expedient, same to
       include, without limitation, the right of the Landlord to add additional
       floors to the Building, to expand the length or width of the Building,
       and/or to change, alter and amend the location, dimensions or
       specifications of the pipes, wires, ducts, conduits, utilities,
       mechanical systems, common areas and other Building services (including
       such as may be contained in the Premises) and the right to block light or
       views. The Tenant waives and renounces to any and all claims as a
       consequence of the foregoing providing the physical dimensions of the
       Premises remain substantially as contemplated herein. No action on the
       part of Landlord hereunder shall constitute an eviction hereunder or a
       change in the form of destination of the Premises or any diminution of
       the peaceable enjoyment by the Tenant. In the event any such change
       results in additional land being utilized to service the Building, such
       additional land shall be deemed included in the definition of "Land" for
       all purposes.



                                    Page 22
<PAGE>

       In the event any change contemplated herein results in a change in the
       rentable area of the Building, the Tenant's Proportionate Share shall be
       modified accordingly.

23.03  The Landlord reserves the right to construct other buildings, structures
       or improvements on the Land and to make such alterations and/or
       improvements to the Building and create such servitudes and other rights
       as may be necessary or desirable in order to permit any new structure or
       structures to be connected to the Building.

23.04  Should Landlord elect or be obliged to establish for the benefit and use
       of the tenants and their employees additional common areas or facilities
       including without limitation, a conference center or a day care center,
       in the Building, Tenant acknowledges that the net rentable area of the
       Premises shall at such time or times be deemed to be increased to include
       Tenant's Proportionate Share of the area of said additional common areas
       or facilities for purposes of calculating Net Rent, Tenant's contribution
       to Real Estate Taxes, Operating Expenses, Tax on Capital and other
       additional rent owing hereunder.

              In the event the said additional common areas or facilities are
              established, Tenant shall have the right of use thereof in common
              with other tenants of the Building, such use to be governed by
              such rules and regulations as may from time to time be established
              by Landlord. Landlord reserves the right at any time to
              discontinue the existence of said additional common areas or
              facilities in which event the net rentable area of the Premises
              shall be deemed to be decreased to exclude therefrom Tenant's
              Proportionate Share of the area thereof for purposes of
              calculating Net Rent, Tenant's contribution to Real Estate Taxes,
              Operating Expenses, Tax on Capital and other additional rents
              owing hereunder.

SECTION XXIV      ADDITIONAL PROVISIONS

24.01  (a)    Landlord: In the event of any sale or lease of the Building, the
              Landlord shall be and hereby is entirely released and relieved
              from all covenants and obligations of the Landlord hereunder,
              provided such purchaser or lessee agrees to assume and carry out
              any and all such covenants and obligations.

       (b)    Amendment of Lease: No assent or consent to changes in or waiver
              of any part of this Lease shall be deemed or taken as made unless
              the same be done in writing and attached to or endorsed hereon by
              Landlord and Tenant. No covenant or term of the present Lease
              stipulated in favour of the Landlord or Tenant shall be waived,
              except by express written consent of the other, whose forbearance
              or indulgence in any regard whatsoever shall not constitute a
              waiver of the covenant, term or condition to be performed; and
              until complete performance of the said covenant, term or
              condition, the creditor thereof shall be entitled to invoke any
              remedies available under this Lease or by law despite such
              forbearance or indulgence.

       (c)    Late Payments: The acceptance by the Landlord of any postdated
              cheque or money owing for Net Rent or additional rent after its
              due date is to be


                                    Page 23
<PAGE>

              considered as a mode of collection only, without novation of, nor
              derogation from, any of Landlord's rights, recourses and actions
              in virtue of this Lease which demands punctual payment of all
              obligations.

              All sums owing by Tenant under this Lease not paid when due shall
              thereafter bear interest at a rate equivalent to five percent (5%)
              per annum above the prime lending rate of The Bank of Nova Scotia
              from time to time in effect

       (d)    Tenant: All the covenants herein contained shall be deemed to have
              been made by and with the heirs, executors, administrators and
              permitted assigns or successors of each of the parties hereto, and
              if more than one Tenant, the covenants herein contained on the
              part of the Tenant shall be construed as being several as well as
              joint and where necessary reference to the Tenant as being of the
              masculine gender or in the singular number shall be construed as
              being in the feminine or neuter gender or in the plural number.

       (e)    Brokerage Commission: As part of the consideration for the
              granting of this Lease, the Tenant represents and warrants that no
              broker, agent or other intermediary introduced the parties or
              negotiated or was instrumental in negotiating or consummating this
              Lease other than the Real Estate Broker, if any, named in Section
              1.01 hereof.

       (f)    Notices and Demands: Subsequent to the Commencement Date, any
              notice or demand given by the Landlord to the Tenant shall be
              deemed to be duly given when served upon, mailed or faxed
              (provided such fax was confirmed by telephone) to the Tenant at
              the address of the Premises. The Tenant elects domicile at the
              Premises for the purpose of service of all notices, writs of
              summons or other legal documents in any suit at law, action or
              proceeding which the Landlord may take under or in connection with
              this Lease.

       (g)    Registration of Lease: Tenant shall not register this Lease at
              length but only by memorial and then only after the form and terms
              of such memorial have been approved by the Landlord or its legal
              counsel, the whole as the cost of the Tenant, including the cost
              of registration and a copy for the Landlord. Should this Lease be
              registered, the Tenant shall, at the termination thereof, cause
              same to be radiated at its expense, failing which the Landlord
              will have the right to cause such radiation and charge the Tenant
              with the cost of same.

       (h)    Additional Net Rent: In addition to Net Rent, all other monies
              payable pursuant to this Lease, as well as all sales, business
              transfer, goods and services and value added taxes, rates and
              duties or similar taxes, rates and duties which may at any time
              hereafter be imposed upon or by reference so the Net Rent and
              other sums owing by Tenant hereunder shall be payable by Tenant to
              Landlord immediately when due without reduction, deduction or
              compensation whatsoever and shall be additional rent and
              collectible as such.



                                    Page 24
<PAGE>

       (i)    Overloading - No Tacit Renewal: Should the Tenant remain in
              occupation of the Premises after the expiration of this Lease
              without having executed a new written lease or exercised its
              renewal with the Landlord, such holding over shall not constitute
              a renewal or extension of this Lease. In such event, the Landlord
              may, at its option, elect to treat the Tenant as one who has not
              removed at the end of the Term and the Landlord shall be entitled
              to all remedies against the Tenant provided by law in that
              situation, or the Landlord may elect, at its option, to construe
              such holding over as a tenancy from month to month subject to all
              the terms and conditions of this Lease save as to its duration and
              save that the Net Rent payable pursuant to Section IV hereof shall
              be three (3) times the Net Rent payable in the preceding year.

       (j)    Prior Agreements: The present Lease cancels and supersedes all
              prior leases and agreements, written or otherwise, entered into by
              the Landlord and the Tenant regarding the Premises leased
              hereunder. This Lease and such rules and regulations as may be
              adopted and promulgated by the Landlord from time to time
              constitute the entire agreement between the parties.

       (k)    Rights Cumulative: No right or remedy herein conferred upon or
              reserved to the Landlord is intended to be exclusive of any other
              right or remedy herein or by law provided, but such rights shall
              be cumulative and in addition to every other right or remedy
              herein or by law provided.

       (l)    Performance by the Landlord: If the Tenant fails to pay any sum to
              any third party or perform any other obligation under this Lease,
              the Landlord may, without notice to any person, pay the said sum
              or perform the said obligation in the place and instead of the
              Tenant who shall be thereupon obliged to repay the said sum and/or
              reimburse and costs incurred by the Landlord in performing such
              obligation, together with a fee equal to twenty percent (20%) of
              the amount paid or the costs occurred, as the case may be, the
              whole without prejudice to any other rights or recourses of the
              Landlord which may accrue in the circumstances.

       (m)    Severability: If any clause or provision herein contained shall be
              adjudged invalid, the same shall not affect the validity of any
              other clause or provision of this Lease, or constitute any other
              cause of action in favour of either party against the other.

       (n)    Legal Costs: The Tenant will pay all costs of the Landlord,
              including reasonable legal fees on a solicitor and own client
              basis, incurred in collecting any money payable by the Tenant to
              the Landlord hereunder, enforcing performance of the Tenant
              covenants hereunder, doing anything which the Tenant has agreed to
              do hereunder but has not done and in exercise of any right or
              remedy of the Landlord hereunder or at law, any monies so payable
              to the Landlord shall be paid by the Tenant to the Landlord
              forthwith on demand.



                                    Page 25
<PAGE>

       (o)    Governing Law: This agreement shall be construed and interpreted
              in accordance with the laws of the Province of British Columbia.

       (p)    Captions: 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 or any
              provision thereof.

       (q)    Non Recourse: Any obligation or liability that the Landlord may
              have pursuant to this Lease shall not be binding upon and resort
              shall not be had to, nor shall recourse or satisfaction be sought
              from, by the Tenant, its executors, administrators or assigns, the
              private property of the Landlord.

SECTION XXV       RULES AND REGULATIONS

25.01  The rules and regulations respecting the Land and Building which are more
       fully set forth in Schedule "D" hereto shall, during the Term, be
       observed and performed by the Tenant, its officers, servants, employees,
       agents, invitees and licensees, and the Landlord shall have the right to
       make reasonable alterations and additions to such rules and regulations
       and to make such other and further reasonable rules and regulations as in
       its judgment may from time to time be required for the safety, care and
       cleanliness of the Building including the Premises, and for the
       preservation of good order therein, and the same shall be observed and
       performed by the Tenant, its officers, servants, employees, agents,
       invitees and licensees. The Landlord may waive any one or more of these
       rules and regulations for the benefit of any particular tenant or
       tenants, but no such waiver by the Landlord shall be construed as a
       waiver of the rules and regulations in favour of any other tenant or
       tenants nor prevent the Landlord from thereafter enforcing any rules and
       regulations against all or any of the tenants in the Building. The
       Landlord agrees to notify the Tenant in writing of any changes in the
       rules and regulations.

SECTION XXVI      MORTGAGES AND SUBORDINATION

26.01  This Lease and all rights of Tenant hereunder shall be subject and
       subordinate at all times to any and all underlying leases, mortgages,
       deeds of truss or other security interests affecting the Building and/or
       the Land which have been executed or which may at any time hereafter be
       executed, and any and all extensions and renewals thereof and
       substitutions therefor. Tenant agrees to execute any instrument or
       instruments which Landlord may deem necessary or desirable to evidence
       the subordination of this Lease or to cede priority of its registration
       to any or all such underlying leases, mortgages, deeds of trust or other
       security interests.

26.02  Tenant covenants and agrees that if by reason of default by Landlord as
       lessee under any underlying lease in the performance of any of the terms
       or provisions of such underlying lease or by reason of a default under
       any mortgage or deed of trust to which this Lease is subject or
       subordinate and Landlord's title is terminated, it will attorn to the
       lessor under such underlying lease or the acquirer of the Building
       pursuant to any


                                    Page 26
<PAGE>

       action taken under any such mortgage, deed of truss and Tenant will
       recognize such lessor or such acquirer as Tenant's lessor under this
       Lease.

26.03  Tenant waives the provisions of any statute or rule of law now or
       hereafter in effect which may give or purport so give the Tenant any
       right of election to terminate this Lease or to surrender possession of
       the Premises in the event any such proceeding so terminate the underlying
       lease is brought by the lessor under any such underlying lease or any
       such action is taken under any such mortgage, deed of trust and agrees
       that this Lease shall not be affected in any way whatsoever by any such
       proceedings.

26.04  Tenant agrees to execute and deliver, at any time and from time to time
       upon the request of Landlord or of the lessor under any such underlying
       lease, or of the holder of any such mortgage or deed of trust, any
       instrument which may be necessary or appropriate to evidence such
       attornment.

26.05  Tenant will upon request of Landlord furnish to the lessor under any
       underlying lease and/or to each creditor under a mortgage, deed of trust
       and/or to an actual or prospective purchaser, or land lessee of
       Landlord's rights in and to the Land and/or Building and/or underlying
       lease a written statement that this Lease is in full force and effect and
       that the Landlord has complied with all its obligations under this Lease
       (or state those with which is has not complied) and any other reasonable
       written statement, document or essoppel certificate requested by any such
       lessor, creditor, purchaser or lessee.

SECTION XXVII     SCHEDULES

27.01  The Schedules are included in and form an integral part of this Lease.

SECTION XXVIII    SPECIAL CLAUSES

28.01  The Tenant authorizes the Landlord to withdraw Monthly Rent payments from
       the Tenant's account by way of direct withdrawals, as may be arranged
       from time to time between financial institutions administering the
       Tenant's and the Landlord's accounts. The Tenant further agrees to
       execute and provide whatever further documentation, account information,
       cancelled cheques or otherwise, which are reasonably requested by the
       Landlord in order to assist the Landlord in the administration of a
       pre-authorized payment procedure for monies owing or accruing due as
       Monthly Rent under this Lease. For the purposes of this Section 28.01,
       Monthly Rent means monthly amounts of Net Rent, Operating Expenses, Real
       Estate Taxes and Tax on Capital payable by the Tenant pursuant to this
       Lease.

28.02  The Landlord acknowledges receipt of a further deposit of $23,687.13 (the
       "Advance Rental Deposit"), which will be held by the Landlord in an
       interest-bearing account to be applied by the Landlord toward the Monthly
       Rent (as defined in Section 28.01) payable by the Tenant hereunder for
       the final five (5)


                                    Page 27
<PAGE>

       months of the Term, namely the months of January through May (inclusive),
       2003. Notwithstanding that such Advance Rental Deposit is to be applied
       by the Landlord to the Monthly Rent during the final five (5) months of
       the Term as aforesaid, in the event that the Tenant is able to satisfy
       the Landlord, in the Landlord's sole discretion, as to the Tenant's
       financial strength and covenant prior to the final five (5) months of the
       Term, then the Landlord may, at the Landlord's option, apply some or all
       of the Advance Rental Deposit to the Monthly Rent due and payable
       hereunder for such other months of the Term as the Landlord so elects.
       Notwithstanding anything to the contrary herein, if at any time during
       the Lease any sum owing by the Tenant hereunder or under the Lease is not
       paid when due, the Landlord may appropriate and apply all or such part of
       the Advance Rental Deposit as is necessary to compensate the Landlord for
       the amount then owing by the Tenant, plus reasonable expenses incurred in
       connection therewith, and in such event the Tenant shall remit to the
       Landlord a sum sufficient to restore the Advance Rental Deposit to the
       original amount deposited within five (5) days of the Landlord's written
       demand thereof, the whole without prejudice to such other rights,
       remedies and recourses as available to the Landlord as a consequence of
       the Tenant's default.

28.03  Provided the Tenant is not in default, the Landlord shall provide the
       Tenant with an improvement allowance which shall be solely applied to
       fixturing and modifying the Premises in the amount of $15.00 per square
       foot of rentable area of the Premises, or $30,360.00, plus goods and
       services tax (the "Allowance"). Such Allowance shall be payable after
       provision of satisfactory evidence of payment of all of the Tenant's
       contractors in full by the Tenant including but not limited to a
       statutory declaration that all fees and payments resulting from the
       modification and fixturing of the Premises have been made and provided
       this Lease has been fully executed and the Tenant has fully occupied the
       Premises and commenced business operations therein.

              All modifications to the Premises are to the Tenant's account and
              are subject to the Landlord's prior written approval and shall he
              made in accordance with the 1130 West Pender Street Tenant
              Guidelines, It is understood that the Landlord's contractor shall
              be utilized for all changes to the mechanical, electrical and life
              safety systems. All design and consultants' fees and permits are
              to the Tenant's account.

28.04  Throughout the Term, the Landlord shall make available for the Tenant, to
       use at its option, two (2) reserved parking stalls in the designated
       parking lot for the Building in which the Premises are located at the
       prevailing monthly rental rate, which rental rate may be adjusted by the
       Landlord from time to time.




                                    Page 28
<PAGE>

IN WITNESS WHEREOF, the parties have signed these presents at the place first
hereinabove mentioned.


1862 HOLDINGS LTD.

/s/ 1862 HOLDINGS LTD.
----------------------------------------
Authorized Signatory


/s/ 1862 HOLDINGS LTD.
----------------------------------------
Authorized Signatory


THE CORPORATE SEAL of
ANGELAUDIO.COM INC.
was hereunto affixed in the presence of:

/s/ Ian Stuart
----------------------------------------
Authorized Signatory


/s/ Riz Alikhan
----------------------------------------
Authorized Signatory



                                    Page 29
<PAGE>

                                  SCHEDULE "A"

                              LAND DESCRIPTION FOR
                                1130 WEST PENDER

"Land" means those certain parcels or tracts of land situate lying in the City
of Vancouver, Province of British Columbia and more particularly described as:

                           Parcel Identifier: 015-306-674
                           Lot 3, Except Part in Plan 17436,
                           Block 16 District Lot 185 Plan 92

                           Parcel Identifier: 015-306-682
                           Lot 4, Except Part in Plan 17436,
                           Block 16 District Lot 185 Plan 92

                           Parcel Identifier: 015-306-640
                           Lot 11 Block 16 District Lot 185 Plan 92

                           Parcel Identifier: 015-306-623
                           Lot 12 Block 16 District Lot 185 Plan 92





<PAGE>

                                  SCHEDULE "C"

                                 LANDLORD'S WORK

The Premises shall be provided on an "as is" basis. The Tenant acknowledges and
agrees that the Landlord has no responsibility or liability for making any
renovations, alterations or improvements in or to the Premises.


<PAGE>
                                  SCHEDULE "D"

                              RULES AND REGULATIONS

The Tenant shall observe the following Rules and Regulations (as amended,
modified or supplemented from time to time by the Landlord as provided in the
Lease):

1.     The Tenant shall not use or permit the use of the Premises in such manner
       as to create any objectionable noise, odours or other nuisance or hazard,
       or breach any applicable thereto or any requirement of the Landlord's
       insurers, shall not permit the Premises to be used for cooking (except
       with the Landlord's prior written consent) or for sleeping, shall keep
       the Premises tidy and free from rubbish, shall deposit rubbish in
       receptacles which are either designated or clearly intended for waste and
       shall leave the Premises at the end of each business day in condition
       such as to facilitate the performance of the Landlord's janitor services
       in the Premises.

2.     The Tenant shall not abuse, misuse or damage the Premises or any of the
       improvements or facilities therein, and in particular shall not deposit
       rubbish in any plumbing apparatus or use it for other than purposes for
       which it is intended, and shall not deface or mark any walls or other
       parts of the Premises.

3.     The Tenant shall not perform, patronize or (to the extent under its
       control) permit any canvassing, soliciting or peddling in the Building,
       shall not install in the Premises any machines vending or dispensing
       refreshments or merchandise and shall not permit food or beverages to be
       brought to the Premises except by such means, at such time by such
       persons as have been authorized by the Landlord.

4.     The entrances, lobbies, elevators, staircases and other facilities of the
       Building are for use only for access to the Premises and other parts of
       the Building and the Tenant shall not obstruct or misuse such facilities
       or permit them to be obstructed or misused by its agents, employees,
       invites or other under its control.

5.     No safe or heavy office equipment shall be moved by or for the Tenant
       unless the consent of the Landlord is first obtained and unless all due
       care is taken. Such equipment shall be moved upon the appropriate
       steelbearing plates, skids or platforms and subject to the Landlord's
       direction, and at such times, by such means and by such persons as the
       Landlord shall have approved. No furniture, freight or bulky matter of
       any description shall be moved in or out of the Premises or carried in
       the elevators except during such hours as the Landlord shall have
       approved. Hand trucks and similar appliances shall be equipped with
       rubber tires and other safeguards approved by the Landlord, and shall be
       used only by prior arrangement with the Landlord.

6.     The Tenant shall permit and facilitate the entry of the Landlord, or
       those designated by it, into the Premises for the purpose of inspection,
       repair, window cleaning and the performance of other janitor services,
       and shall not permit access to main header ducts, janitor and electrical
       closets and other necessary means of access to mechanical, electrical and
       other facilities to be obstructed by the placement of furniture or



<PAGE>

       otherwise. The Tenant shall not place any additional locks or other
       security devices upon any doors of the Premises without the prior written
       approval of the Landlord and subject to any conditions imposed by the
       Landlord for the maintenance of necessary access.

7.     The Landlord may require that all or any persons entering and leaving the
       Building at any time other than between the hours of 8:00 a.m. and 5:30
       p.m. Monday to Friday, inclusive, of each week satisfactorily identify
       themselves and register in the books kept for the purpose and may prevent
       any person from entering the Premises unless provided with a key thereto
       and a pass or other authorization from the Tenant in a form satisfactory
       to the Landlord and may prevent any person removing any goods therefrom
       without written authorization.

8.     The Tenant shall refer to the Building only by the name from time to time
       designated by the Landlord for it and shall use such name only for the
       business address of the Premises and not for any promotion or other
       purpose.

9.     The Tenant shall not interfere with window coverings installed upon
       exterior windows, and shall close or (if such window coverings are
       remotely controlled) permit to be closed such window covering during such
       hours from dusk to dawn as the Landlord may require, and shall not
       install or operate any interior drapes installed by the Tenant so as to
       interfere with the exterior appearance of the Building.



<PAGE>

                                  SCHEDULE "E"

                      MINIMUM STANDARDS FOR TENANT FINISHES

_____ made in accordance with the 1130 West Pender Street Tenant Guidelines