CONSENT TO LEASE ASSIGNMENT

THIS AGREEMENT dated as of this 20th day of APRIL, 1998.

BETWEEN: THE STANDARD LIFE ASSURANCE COMPANY
         Western Canada Property Management
         1550, 639 - 5th Avenue SW
         Calgary, Alberta
         T2P OM9

         (THE "LANDLORD")

AND:     YELLOWBIRD PRODUCTS LIMITED
         1050, 340 - 12th Avenue SW
         Calgary, Alberta
         T2R 1L5

         (THE "ASSIGNOR")

AND:     PURE TECHNOLOGIES INC.
         1050, 340 - 12th Avenue SW
         Calgary, Alberta
         T2R 1L5

         (THE "ASSIGNEE")

         WITNESSES that in  consideration  of the sums of $1.00 now paid by each
party hereto to each other party and for other good and valuable  consideration,
the  receipt  and  sufficiency  of which each  party  hereby  acknowledges,  the
Landlord, the Assignor and the Assignee hereby agree as follows:

1.       DEFINITIONS. In this Agreement:

    (a)  "EFFECTIVE DATE" means April 1st, 1998.

    (b)  "LEASE"  means  that  certain  lease  granted  by the  Landlord  or its
         predecessor-in-title to the Assignor or its predecessor-in-title  dated
         as of February  25th,  1997 for certain  premises  consisting  of 3,216
         rentable  square feet more or less and situated in the  building(s)  on
         the lands described in Schedule "A".

2.  CONSENT. The Landlord hereby consents to the assignment  of the  Lease  from
the Assignor to the Assignee, from and after the Effective Date.

3.  CONTINUING EFFECT. The Assignor hereby agrees with the Landlord that it will
continue, from and after the Effective Date and for the remainder of the term of
the  Lease and any  renewal  term  contemplated  by the  Lease,  to be liable to
observe or perform the tenant  obligations under the Lease.

5.  ATTORNMENT.  From and after the Effective  Date, the Assignee will attorn to
and become the tenant to the  Landlord  under the Lease and will be bound to and
observe  or perform  all the tenant  obligations  under the  Lease.

6.  ENURING  EFFECT.  This Agreement will enure to the benefit of and be binding
upon the  Landlord,  the Assignor and the Assignee and their  respective  heirs,
executors, administrators, successors, and permitted assigns.

<PAGE>


         IN WITNESS  WHEREOF the  Landlord,  the Assignor and the Assignee  have
executed this Agreement as of the day and year first above written.

THE STANDARD LIFE ASSURANCE COMPANY

Per: /s/ Brad Little
-----------------------
Authorized Signatory

IF THE ASSIGNOR IS A  CORPORATION:

The corporate  seal of YELLOWBIRD )
PRODUCTS LIMITED was hereunto     )
affixed in the presence of:       )
                                  ) C/S
Per: /s/ James E. Paulson         )
-------------------------         )
Authorized Signatory              )
                                  )
Per: /s/ Murray B. Morrison       )
---------------------------       )
Authorized Signatory              )
                                  )
                                  )
IF THE ASSIGNEE IS A CORPORATION:

The corporate seal of PURE        )
TECHNOLOGIES INC. was hereunto    )
affixed in the presence of:       )
                                  ) C/S

Per: /s/ James E. Paulson         )
-------------------------         )
Authorized Signatory              )
                                  )
Per: /s/ Murray B. Morrison       )
---------------------------       )
Authorized Signatory              )

<PAGE>

SCHEDULE "A"

DESCRIPTION OF LAND:

Legal Description: Plan C, Calgary
                   Block 84
                   Lots 44 to 48, inclusive

Municipal Address: 340 - 12th Avenue S.W.
                   Calgary, Alberta

<PAGE>

                              ASSIGNMENT OF LEASE

         THIS ASSIGNMENT dated effective the 1st day of April, 1997.

BETWEEN:

                          YELLOWBIRD PRODUCTS LIMITED
                    (hereinafter called the "Assignor") AND:

                             PURE TECHNOLOGIES INC.
                      (hereinafter called the "Assignee")

AND:

                        STANDARD LIFE ASSURANCE COMPANY
                      (hereinafter called the "Landlord")

WHEREAS:

A.       By a lease  dated as of  February  25,  1997  (hereinafter  called  the
         "Lease"),  the  Landlord  leased to the Assignor the lands and premises
         consisting of 3216 square feet of Rentable Space located at #1050,  340
         - 12 Avenue S.W., Calgary,  Alberta and more particularly  described in
         the Lease (hereinafter  called the "Premises") for a term of five years
         from March 1, 1997  subject  to the terms and  conditions  therein  set
         forth;

D.       The Assignor has requested the Landlord to consent to such assignment.

NOW THEREFORE THIS AGREEMENT WITNESSETH:

1.       ASSIGNMENT

         In consideration of One Dollar ($1.00) and other valuable consideration
now exchanged between the parties (the receipt of which is hereby acknowledged),
the  Assignor  hereby  assigns to the Assignee  the  Assignor's  interest in the
Premises  together with the unexpired residue of the term of years and the Lease
and all benefits to be derived therefrom, subject to the payment of the rent and
observance  and  performance  of the  covenants  on the part of the  lessee  (as
defined in the Lease),  by the Assignee  contained  therein.

2.       ACCEPTANCE  BY ASSIGNEE

         The Assignee  hereby accepts this  Assignment,  subject to the terms of
the Lease, of the Assignor's  interest in the Premises and the unexpired residue
of the term of years created by the Lease, together with an extension or renewal
thereof  (the  "term of  years"),  to be held by the  Assignee  as tenant of the
Landlord, subject always to the covenants contained herein.

<PAGE>

                                       -2-

3.       ASSIGNOR'S COVENANTS WITH ASSIGNEE

         The Assignor covenants with the Assignee:

         (a)  that the Lease is a valid and  subsisting  lease and that the rent
              reserved  thereby  has been  duly  paid to the 31st day of  March,
              1997;

         (b)  that the  covenants  on the part of the lessee (as  defined in the
              Lease)  have  been  duly  observed  and  performed  up to the date
              hereof;

         (c)  that the Assignor is entitled to assign the Lease, subject only to
              the attainment of the consent of the Landlord;

         (d)  that, subject to the payment of the rent and to the observance and
              due  performance of the  covenants,  on the part of the lessee (as
              defined in the Lease) under the Lease,  the Assignee may enjoy the
              Premises for the residue of the term of years without interruption
              by the Assignor or by person claiming through it; and

         (e)  that the Assignor shall at all times hereafter, at the request and
              cost of the Assignee,  execute such further  assurances in respect
              of this Assignment as the Assignee may reasonably require.

4.       ASSIGNEE'S COVENANTS  WITH ASSIGNOR

         The  Assignee  covenants  with the  Assignor  that the  Assignee  will,
throughout  the residue of the term of years pay the rent  reserved at the times
and in the manner provided in the Lease and observe and perform the covenants on
the part of the lessee (as  defined  in the  Lease)  therein  set forth and will
indemnify and save harmless the Assignor from all actions, suits, costs, losses,
damages  and  expenses  in  respect  of such  covenants,  including  costs  on a
solicitor and its own client basis.

5.       ASSIGNEE'S  COVENANTS WITH LANDLORD

         The  Assignee  agrees  with the  Landlord  that from the date that this
Assignment  shall  become  effective,  the  Assignee  shall  become  jointly and
severally  bound by and be liable for the observation and due performance of all
the terms and conditions on the part of the lessee (as defined in the Lease), as
set forth in the Lease,  as if the Assignee were an original party to the Lease.

6.       ASSIGNOR'S COVENANTS WITH LANDLORD

         The  Assignor  agrees with the Landlord  that the Assignor  will remain
jointly and severally liable to the Landlord,  as a tenant, for and shall not be
discharged or released from the  observation  and due  performance of any of the
terms and  conditions  on the part of the lessee (as defined in the Lease) under
the Lease,  notwithstanding  the Lease has been  assigned to the Assignee or may
hereafter   be   amended,   extended,   renewed  or   otherwise   modified   and
notwithstanding the Landlord grants any forbearance or forgiveness of any breach
of any  obligations  of the lessee (as defined in the Lease) as set forth in the
Lease.

<PAGE>

                                      -3-

7.       LANDLORD'S CONSENT

         The Landlord  hereby  consents to the  assignment of the Lease from the
Assignor to the  Assignee as  evidenced  by its  execution  of this  Assignment.

         Subject to the  provisions of paragraph 6 hereof,  the Landlord  hereby
accepts the Assignee as a party to the Lease as if the Assignee were an original
party thereto.

8.       EFFECTIVE DATE

         This Assignment  shall become effective as of 12:01 a.m. on the 1st day
of April, 1997.

9.       POWER TO SUE

         The Assignor does hereby irrevocably  appoint the Assignee its true and
lawful  attorney  with full power and authority in the name and on behalf of the
Assignor,  its  successors  and  assigns,  but at the risk,  expense and for the
benefit of the  Assignee,  its  successors  and assigns to sue for,  recover and
receive the rights  hereby  assigned  and to give good and  sufficient  releases
therefor.

10.      CAPTIONS

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

11.      GOVERNING LAW

         This Assignment and any rules or regulations adopted hereunder shall be
governed by the laws of the Province of Alberta.

12.      TIME OF ESSENCE

         Time is of the essence of these presents.

<PAGE>

                                      -4-

ENUREMENT

         This Assignment and the terms and provisions  hereof shall enure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors and assigns,  subject  however to compliance by the Assignee with the
provision of the Lease in respect of assignments thereof.

IN WITNESS WHEREOF the parties hereto have hereunto  executed this Assignment by
the hands of their duly  authorized  officers as of the day and year first above
written.

                                       YELLOWBIRD PRODUCTS LIMITED

                                       Per: /s/ James E. Paulson
                                            ---------------------------

                                            /s/ Murray B. Morrison
                                            ---------------------------

                                       PURE TECHNOLOGIES INC.

                                       Per: /s/ James E. Paulson
                                            ---------------------------

                                            /s/ Murray B. Morrison
                                            ---------------------------


                                        STANDARD LIFE ASSURANCE COMPANY

                                        Per:
                                            ---------------------------

<PAGE>



                         STANDARD FORM OF OFFICE LEASE

                                      from

                      THE STANDARD LIFE ASSURANCE COMPANY

                                       to

                          YELLOWBIRD PRODUCTS LIMITED

                                    for the

                             340 - 12th Avenue S.W.
                                    Building




<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<S>                                                                            <C>
PART 1 - INTERPRETATION

1.  Performance                                                                1
2.  Rights and obligations                                                     1
3.  Consents                                                                   1
4.  Dispute resolution                                                         1
5.  Fully net lease                                                            2
6.  Entire agreement                                                           2
7.  Definitions                                                                2
    (a) Additional Rent                                                        2
    (b) Additional Services                                                    2
    (c) Basic Rent                                                             2
    (d) Building                                                               2
    (e) Commencement Date                                                      2
    (f) Cost of Additional Services                                            2
    (g) day or days                                                            2
    (h) End of the Term                                                        2
    (i) Event of Delay                                                         2
    (j) Government Body                                                        2
    (k) Inherent Structural Defects                                            2
    (l) Insured Damage                                                         3
    (m) Land                                                                   3
    (n) Lease                                                                  3
    (o) Leasehold Improvements                                                 3
    (p) Normal Business Hours                                                  3
    (q) Operating Costs                                                        3
    (r) Premises                                                               4
    (s) Rent                                                                   4
    (t) Share                                                                  4
    (u) Taxes                                                                  4
    (v) Term                                                                   4
8.  Determining areas                                                          4
9.  Currency                                                                   4
10. Severability                                                               4
11. Governing law                                                              5
12. Construction                                                               5

PART 2 - EARLY OCCUPANCY AND DELAYS

1.  Early possession                                                           5
2.  Delay in delivering Premises                                               5

PART 3 - DEPOSIT, RENT AND ADDITIONAL RENT

1.  Deposit                                                                    5
2.  Paying Rent                                                                5
3.  Basic Rent                                                                 5
4.  Operating Costs                                                            6
5.  Cost of Additional Services                                                6
6.  Taxes                                                                      7
7.  Tenant's taxes and other charges                                           8
8.  Additional Rent                                                            8
9.  Interest on arrears                                                        8
10. Irregular periods                                                          8

PART 4 - THE  PREMISES

1.  Examination of Premises                                                    8
2.  Possession and use of Premises                                             8
3.  Insurance increases                                                        9
4.  Complying with laws                                                        9
5.  Quiet enjoyment                                                            9
6.  Regulations                                                                9
7.  Tenant's signs                                                             9

<PAGE>

                                     - ii -

PART 5 - LANDLORD'S SERVICES AND ADDITIONAL SERVICES

1.  Interior climate control                                                   9
2.  Elevators                                                                  9
3.  Repairs and liability                                                      9
4.  Access                                                                     9
5.  Washrooms                                                                 10
6.  Janitor service                                                           10
7.  Water, telephone, and light                                               10
8.  Additional Services                                                       10
9.  Energy and security                                                       10
10. Light fixtures                                                            10

PART 6 - DISPOSITIONS

1.  Assigning and  sub-letting                                                10
2.  Change in control                                                         11
3.  Landlord's  conveyance                                                    11
4.  Mortgaging                                                                11

PART 7 - REPAIRS,  RENOVATIONS,  DAMAGE AND  EXPROPRIATION

1.  Landlord's  repairs                                                       11
2.  Tenant's  repairs                                                         11
3.  Inspection  and access                                                    11
4.  Tenant  renovations                                                       11
5.  Landlord  renovations                                                     12
6.  Payment  for  work                                                        12
7.  Liens                                                                     12
8.  Tenant's negligence  and liability                                        12
9.  Damage or  destruction                                                    12
10. Abatement                                                                 12
11. Expropriation                                                             13

PART 8 -  SURRENDERING  PREMISES  AND  REMOVING  FIXTURES

1.  Surrender                                                                 13
2.  Removal of fixtures                                                       13
3.  Survival                                                                  13

PART 9 - LIABILITY, INDEMNIFICATION AND INSURANCE

1.  Limitation of Landlord's liability                                        14
2.  Indemnification                                                           14
3.  Tenant's insurance                                                        14
4.  Landlord's insurance                                                      15

PART 10 - PERFORMANCE OF TENANT'S COVENANTS, DEFAULT,
          BANKRUPTCY, AND TERMINATION

1.  Landlord may perform covenants                                            15
2.  Right of re-entry on default or termination                               15
3.  Termination and re-entry                                                  16
4.  Payment of Rent on termination                                            16
5.  Re-letting                                                                16
6.  Method and waiver on re-entry                                             16
7.  Bankruptcy or insolvency                                                  16
8.  Distress                                                                  16
9.  Cumulative  remedies                                                      16
10. Waiver and condoning                                                      16
11. Legal fees                                                                16
<PAGE>

                                     - iii -

PART 11 - GENERAL  PROVISIONS

1.  Events of Delay                                                           17
2.  Overholding                                                               17
3.  Exhibiting Premises                                                       17
4.  Subordination                                                             17
5.  Certificates                                                              17
6.  Notices                                                                   17
7.  Time of essence                                                           18
8.  Registration                                                              18
9.  Liability                                                                 18
10. Relocation of Premises                                                    18
11. Covenantor's  obligations                                                 19
12. Brokerage                                                                 19
13. Additional provisions                                                     19
14.  Binding effect                                                           19
Execution  Page                                                               20
 </TABLE>

SCHEDULE A TO LEASE - ADDITIONAL  PROVISIONS
SCHEDULE B TO LEASE - FLOOR PLAN(S)OF PREMISES
SCHEDULE C TO LEASE - VARIABLE OPERATING COSTS EXAMPLE
SCHEDULE D TO LEASE - REGULATIONS
SCHEDULE E TO LEASE - DESCRIPTION OF LAND
<PAGE>

               THIS LEASE dated as of this 25th day of February,  1997.

 BETWEEN:

               THE STANDARD LIFE ASSURANCE COMPANY,  having its principal office
               in  Montreal,  Quebec,  and  having an  office at 200,  640 - 6th
               Avenue SW, Calgary, Alberta, T2P OS4

               (the "Landlord")

AND:

               YELLOWBIRD PRODUCTS LIMITED
               1050, 340 - 12th Avenue SW Calgary,
               Alberta T2R 1L5

               (the "Tenant")

               WITNESSES that the Landlord leases the Premises to the Tenant and
the  Tenant  accepts  that  lease,  for the  Term,  on the  following  terms and
conditions to which the Landlord and Tenant agree:

                        PART  1 - INTERPRETATION


PERFORMANCE             1. In  exercising   its  rights  and  carrying  out  its
                        obligations,  each of the  Landlord  and Tenant will act
                        reasonably, prudently, promptly, and fairly.


RIGHTS AND              2. All   the  Landlord's   and   Tenant's   rights   and
OBLIGATIONS             obligations  in this  Lease will  apply  throughout  the
                        Term, and longer if the Lease so states.

CONSENTS                3. If  either  the  Tenant  or the  Landlord  needs  the
                        other's consent,  it will obtain that consent in writing
                        before  proceeding.   Neither  party  will  unreasonably
                        withhold or delay its consent.

DISPUTE                 4. Where the Landlord is obliged to refer any dispute or
RESOLUTION              question to an auditor,  real estate  appraiser or other
                        expert  experienced  in  assessment  appeals,  surveyor,
                        engineer,  architect,  insurance  consultant,  or  other
                        professional:  (i) the Landlord will select a person who
                        is at  arm's-length  from the Landlord,  except that the
                        Landlord  may  use  its   external   auditor  and  other
                        arm's-length   persons   with  whom  the   Landlord  has
                        dealings,  (ii) that person's  decision or determination
                        will
<PAGE>

                                      - 2 -

                        be  conclusive  and binding on the  Landlord and Tenant,
                        and (iii) each of the  Landlord  and Tenant will pay 50%
                        of that person's fees and disbursements.

FULLY NET               5. This Lease will be a carefree fully net Lease for the
LEASE                   Landlord,  except if an item is  expressly  stated to be
                        for the Landlord's account.  Otherwise,  the Tenant will
                        pay all outgoings  with respect to the  Premises,  their
                        use,  occupancy,  and  contents  including  its Share of
                        Operating  Costs and Taxes,  and the Cost of  Additional
                        Services. The Tenant will also pay its costs of carrying
                        out its obligations under this Lease.

ENTIRE                  6.   No   verbal,    written,    express,   or   implied
AGREEMENT               representations,  warranties,  guarantees,  covenants or
                        agreements  of either the  Landlord  or the Tenant  will
                        survive the signing of this Lease except if they are set
                        out in this  Lease.  This Lease  constitutes  the entire
                        agreement  between the Landlord  and Tenant.  This Lease
                        may only be  modified by an express  written  agreement,
                        made after the Lease has been  executed,  which both the
                        Landlord and Tenant have signed.

                        7. In this Lease:

                           (a)  "ADDITIONAL  RENT"  means all  money the  Tenant
                                must   pay   under   this    Lease,    including
                                indemnities, but excluding Basic Rent.

                           (b)  "ADDITIONAL  SERVICES"  means the  services  and
                                supervision the Landlord  supplies to the Tenant
                                over and above what the Landlord supplies as the
                                standard level of services included in Operating
                                Costs  and   available  to  Building   occupants
                                generally.

                           (c)  "BASIC RENT" means the annual rent the Tenant is
                                to pay under paragraph 3 of Part 3.


                           (d)  "BUILDING"  means the office  building,  and the
                                common areas,  improvements,  and amenities from
                                time  to  time  on the  Land  or in  the  office
                                building.

                           (e)  "COMMENCEMENT  DATE" means the 1st day of March,
                                1997.

                           (f)  "COST  OF   ADDITIONAL   SERVICES"   means   the
                                Landlord's   costs   of   providing   Additional
                                Services,  together with a supervisory fee equal
                                to 15% of those costs.

                           (g)  "DAY" or "DAYS" means a calendar day or calendar
                                days.

                           (h)  "END OF THE TERM"  means the  expiry or  earlier
                                termination of the Term.

                           (i)  "EVENT OF DELAY"  means an event or cause beyond
                                the  reasonable  control of the  Landlord or the
                                Tenant,  as the case may be,  including  acts of
                                God,  labour or industrial  disturbances,  civil
                                disturbances,  wars, interruptions by Government
                                Body    or    court    orders,    transportation
                                disruptions, or shortages of materials.

                           (j)  "GOVERNMENT    BODY"   means   any    municipal,
                                provincial,  federal, school, or other statutory
                                authority,  or department or agency thereof.

                           (k)  "INHERENT   STRUCTURAL  DEFECTS"  mean  material
                                defects in the  structure of the Building  which
                                an  architect  or  engineer,  appointed  by  the
                                Landlord,  certifies,  in his opinion, to be the
                                result of an ascertainable
<PAGE>

                                      - 3 -

                                error in design or  workmanship or of the use of
                                substandard building materials.

                           (l)  "INSURED  DAMAGE"  means damage by fire or other
                                peril to the Building or to the  Premises  which
                                the Landlord is  responsible  for  repairing and
                                for which the Landlord may actually  recover the
                                entire  cost  of  repair  under  the  Landlord's
                                insurance policies.

                           (m)  "LAND" means the land described in Schedule E.

                           (n)  "LEASE"  means this  document  and the  attached
                                schedules.

                           (o)  "LEASEHOLD  IMPROVEMENTS" mean all improvements,
                                alterations,  partitions,  or fixtures from time
                                to time  installed  for or by the  Tenant in the
                                Premises,   except  for  furniture  and  readily
                                removable trade fixtures and equipment which are
                                not hard wired or plumbed.

                           (p)  "NORMAL  BUSINESS  HOURS" mean the hours of 7:00
                                a.m.  to 6:00 p.m.  Monday to Friday  except for
                                statutory holidays.

                           (q)  "OPERATING   COSTS"  mean  the  total,   without
                                duplication,  of all costs, calculated according
                                to  Canadian   generally   accepted   accounting
                                principles   consistently  applied,   which  the
                                Landlord   incurs   directly  or  indirectly  to
                                manage, operate,  maintain,  repair, replace, or
                                preserve   the   Land  and  the   rentable   and
                                non-rentable  areas of the  Building  including,
                                without  limitation,  the costs of: (i) complete
                                landscaping,  gardening,  cleaning,  janitorial,
                                supervisory,   and  maintenance  services,  (ii)
                                operating elevators, (iii) heating, cooling, and
                                ventilating,   (iv)  hot  and  cold  water,  (v)
                                electricity  and power  including  lighting  and
                                other  utilities  and services,  (vi)  cleaning,
                                maintaining, and servicing all electric lighting
                                fixtures,  and  replacing  light  bulbs,  tubes,
                                relays,  starters, and ballasts, (vii) repairing
                                and servicing elevators and any interior climate
                                control   system,    (viii)   window   cleaning,
                                painting,  and sanitary control,  (ix) security,
                                (x) insurance premiums for fire, liability, loss
                                of rent, elevator liability, and other risks for
                                which the  Landlord  considers  insurance  to be
                                necessary,  (xi) Capital  Tax,  being the tax or
                                excise  imposed  by a  Government  Body  on  the
                                Landlord  measured  by or  based  in whole or in
                                part upon the capital  employed by the Landlord,
                                calculated  as if  the  amount  of  such  tax or
                                excise were the amount due if the Building  were
                                the Landlord's only real property,  and includes
                                the  amount,  if any, of any capital or place of
                                business tax imposed by a Government Body on the
                                Landlord  with  respect to the  Building,  (xii)
                                accounting  and audit  charges  for  calculating
                                Operating Costs,  Taxes, and other costs, (xiii)
                                salaries,  wages,  and fringe  benefits  paid to
                                Building   employees,   and   amounts   paid  to
                                independent contractors,  and bona fide expenses
                                of such persons, (xiv) a management fee equal to
                                Four (4)% of the  aggregate,  for each  calendar
                                year  during  the  Term,  of all rents and other
                                charges  payable to the  Landlord  by tenants of
                                the  Building,  including  Operating  Costs  and
                                Taxes, (xv) renting or buying signs,  equipment,
                                and  supplies,  and  sales and  excise  taxes on
                                goods and services,  (xvi)  interest on expenses
                                which the Landlord incurs and then amortizes for
                                a  reasonable  period,  which  interest  will be
                                calculated  yearly and will be equal to the Bank
                                of Canada  prime rate of  interest  in effect on
                                the  date the  Landlord  incurred  the  expense,
                                (xvii) managing,

<PAGE>

                                     - 4 -

                                operating, maintaining, repairing, replacing, or
                                preserving   the   roof,   lobbies,    hallways,
                                ceilings,  washrooms,   elevators,  and  amenity
                                areas,    and   (xviii)   any    additions    or
                                modifications  to the Building that are required
                                by any  Government  Body or that are incurred to
                                reduce (or to slow the rate of  increase  of) an
                                Operating  Cost; but excluding the costs of: (i)
                                Taxes,  (ii)  Landlord's  debt  service,   (iii)
                                correcting   Inherent   Structural   Defects  or
                                initial  maladjustments in operating  equipment,
                                and  (iv)   leasing   commissions   and   rental
                                advertising.

                                In calculating  Operating  Costs there will be a
                                credit for insurance proceeds for Insured Damage
                                which the Landlord  actually  recovers,  and for
                                recovery from Building  occupants of electricity
                                and   light   bulbs,   and  tube   and   ballast
                                replacement,  to the extent that such items were
                                included in Operating Costs.

                           (r)  "PREMISES"  mean the office space located on the
                                10th  floor(s)  of the  Building  consisting  of
                                3,216  rentable  square  feet more or less,  and
                                outlined  in red on the floor plan  attached  as
                                Schedule B.

                           (s)  "RENT" means Basic Rent and Additional Rent.

                           (t)  "SHARE"  means   2.6651%,   being  the  Tenant's
                                portion of Operating Costs and Taxes,  and being
                                the  proportion  that the  rentable  area of the
                                Premises  bears  to  the  rentable  area  of the
                                Building.

                           (u)  "TAXES" mean all taxes,  duties,  rates, levies,
                                assessments,  or  charges  including  those  for
                                local  improvements,   education,   and  schools
                                levied,  imposed,  or assessed from time to time
                                by any  Government  Body  against the Land,  the
                                Building,  or the  Landlord in respect  thereof,
                                including   all  taxes  which  the  Landlord  is
                                obliged to pay to any  Government  Body on goods
                                and  services  which are supplied or provided to
                                or for the benefit of the Land or  Building,  or
                                the  tenants,  together  with  legal  and  other
                                professional  fees and interest and penalties on
                                deferred  payments which the Landlord  incurs in
                                good  faith to  contest  or appeal the amount or
                                validity of those various charges.  "Taxes" will
                                not  include tax or licence  fees on  businesses
                                carried on by Building  occupants,  or corporate
                                income,  profits, or excess profits tax upon the
                                Landlord's income to the extent that such tax is
                                not levied in lieu of the various charges.

                           (v)  "TERM" means the term of Five (5) years and Zero
                                (0) months starting on the Commencement Date and
                                ending on February  28th,  2002, and any renewal
                                of  the  Term  and  any   period  of   permitted
                                overholding.



DETERMINING             8. If the demising  walls of the Premises  have not been
AREAS                   constructed  when this  Lease is signed or if either the
                        Landlord or Tenant dispute at any time the rentable area
                        of the  Premises or the rentable  area of the  Building,
                        the Landlord  will appoint a land  surveyor or architect
                        to determine the  applicable  rentable area according to
                        industry (BOMA, if applicable) standards.

CURRENCY                9. All  references  to money are to lawful  currency  of
                        Canada.

SEVERABILITY            10. If any provision of this Lease is unenforceable,  it
                        will be severed.

<PAGE>

                                     - 5 -

GOVERNING               11.  This  Lease  will be  governed  by the  laws of the
LAW                     jurisdiction where the Land is located.

CONSTRUCTION            12.  Singulars will include  plurals and masculines will
                        include  feminines and neuters,  and vice-versa.  If the
                        word  "including" is used,  the words "without  limiting
                        the  generality  of the  foregoing"  will be  deemed  to
                        follow. Headings are for convenience of reference only.

                        PART 2 - EARLY OCCUPANCY AND DELAYS

EARLY                   1. If the Tenant uses or occupies  the  Premises  before
POSSESSION              the Commencement  Date, the provisions of this Lease and
                        any further  provisions in Schedule D will apply.

DELAY IN                2. If the  Premises  are not ready for  occupancy by the
DELIVERING              Tenant  on  the   Commencement   Date  because  a  prior
PREMISES                overholding  has unlawfully  refused to leave or because
                        of an Event of Delay,  the  Landlord  will not be liable
                        for loss or damage  resulting  from the  delay,  and the
                        Term will start on the Commencement Date, but the Tenant
                        need not pay Rent until the Landlord gives it occupancy.
                        In any such case, the Landlord will provide occupancy to
                        the Tenant as quickly as possible.

                        PART 3 - DEPOSIT, RENT AND ADDITIONAL RENT

PAYING RENT             2. The Tenant will pay Rent duly and  punctually  to THE
                        STANDARD LIFE ASSURANCE COMPANY at 200, 640 - 6th Avenue
                        SW, Calgary. Alberta. T2P 084 or to such other person or
                        place of which the Landlord  gives notice to the Tenant.
                        The Tenant will pay Rent without  deduction,  abatement,
                        or set-off, except as permitted by paragraphs 4 and 6 of
                        Part 3. The Tenant's  obligation  to pay Rent due during
                        the Term will survive the End of the Term.

BASIC  RENT             3.  The  Tenant  will  pay  basic  rent,  as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Years(s)      From              To       $ Per Rentable $ Per Month    $ Per Annum
                                           Square Foot
                                            Per Annum
-----------------------------------------------------------------------------------------------
<S>        <C>              <C>              <C>        <C>            <C>
1 - 2      Mar-01-1997      Feb-28-1999      $5.00      $1,340.00      $16,080.00
-----------------------------------------------------------------------------------------------
  3        Mar-01-1999      Feb-28-2000      $5.50      $1,474.00      $17,688.00
-----------------------------------------------------------------------------------------------
4 - 5      Mar-01-2000      Feb-28-2002      $6.00      $1,608.00      $19,296.00
-----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                     - 6 -

  OPERATING             4.  The  Term  will  consist  of  fiscal  periods  of 12
  COSTS                 consecutive  months, each ending on October 31st, except
                        that the first and last  fiscal  periods may be shorter.
                        The  Landlord  may  change  the date on which the fiscal
                        periods  end by  giving  the  Tenant  at  least 60 days'
                        advance  notice.  In any such  case,  the  then  current
                        fiscal  period will be extended or  shortened so that it
                        ends on the new date.  Before the Term starts and before
                        each fiscal  period  starts,  the  Landlord may give the
                        Tenant an  estimate of its  monthly  Share of  Operating
                        Costs for the then existing  fiscal period or the coming
                        fiscal period.  The Tenant will pay that estimated Share
                        or,  if no  estimate  is  given,  the same  Share it was
                        paying for the previous  fiscal  period,  monthly on the
                        same  dates and in the same  manner  that it pays  Basic
                        Rent.

                             Operating  Costs may be either  fixed or  variable.
                        Fixed Operating Costs are not affected by the Building's
                        occupancy   level.   Three  typical  examples  of  fixed
                        Operating Costs are: exterior window washing, fire alarm
                        monitoring,  and exterior landscaping  maintenance.  The
                        Tenant's share of fixed Operating Costs will be based on
                        the actual amount of fixed Operating Costs.

                             Variable   Operating  Costs  are  affected  by  the
                        Building's  occupancy  level.  Three typical examples of
                        variable  Operating  Costs  are:  janitorial   cleaning,
                        management  fee,  and heating.  To ensure the  equitable
                        allocation  of  variable  Operating  Costs  between  the
                        Landlord  and  tenants,   if  the   Building's   average
                        occupancy  level is less than  ninety-five  per cent for
                        any fiscal  period,  the  Landlord may adjust the actual
                        variable  Operating  Costs to an amount  applicable to a
                        ninety-five per cent occupancy  level.  The sole purpose
                        of such  adjustment  is to ensure that the Landlord will
                        pay that portion of variable  Operating Costs applicable
                        to vacant  space,  and the tenants will pay that portion
                        applicable to occupied  space.  (See example in Schedule
                        C.) The Tenant's share of variable  Operating Costs will
                        be based on the actual or  adjusted  amount of  variable
                        Operating Costs, as the case may be.

                             After the Landlord has completed its accounting for
                        each fiscal period,  the Landlord will give the Tenant a
                        statement of the Operating Costs for that fiscal period.
                        If the statement shows a shortfall between the estimated
                        Share of  Operating  Costs the  Tenant has paid for that
                        fiscal period and its actual Share,  the Tenant will pay
                        that  shortfall  within 30 days  after it  receives  the
                        statement.  If the  statement  shows that the Tenant has
                        paid too much,  the Tenant will receive a credit for the
                        difference.  If the Tenant questions any Operating Cost,
                        it may examine  the  Landlord's  books and records  with
                        regard  to the  Building.  Either  the  Landlord  or the
                        Tenant  may give  notice  to the  other,  within 90 days
                        after the Tenant receives that statement,  correcting or
                        disputing  the  calculation,   or  allocation,   of  any
                        Operating  Cost. If the Landlord and Tenant cannot agree
                        on the  correction or resolve the dispute within 10 days
                        after the notice is given,  the Landlord  will give such
                        notice to an auditor who will  determine the  correction
                        or  dispute.  If  the  auditor's  decision  requires  an
                        adjustment  in what the Tenant has paid, it will be made
                        in  the  same   manner   as   actual   Operating   Costs
                        adjustments.

     COST OF            5.  The  Tenant  will pay to the  Landlord,  in the same
     ADDITIONAL         manner it pays its Share of  Operating  Costs or in such
     SERVICES           other manner as the Landlord may request, the Landlord's
                        extra  costs  in  respect  of  the  Tenant's  use of the
                        Premises  outside of Normal Business Hours or in respect
                        of extra interior climate control,  electrical, or other
                        services,  or materials,  which result from the Tenant's
                        activities,  or requests,  over and above those normally
                        provided  to  Building  occupants  or  outside of Normal
                        Business  Hours.  Paragraph  4 of Part 3 will  apply  to
                        those
<PAGE>

                                      - 7 -

                        extra  costs  so far as  applicable.  The  Landlord  may
                        install  meters,  at the  Tenant's  cost,  to check  the
                        Tenant's  consumption  of  utilities.

TAXES                   6.  The  Term  will   consist  of  tax   periods  of  12
                        consecutive months, each ending on December 31st, except
                        that the first and last tax periods may be shorter.  The
                        Landlord  may change  the date on which the tax  periods
                        end by  giving  the  Tenant  at least  60 days'  advance
                        notice.  In any such case,  the then  current tax period
                        will be extended or shortened so that it ends on the new
                        date. If the Premises or any property or rights specific
                        to the Tenant are assessed  separately in respect of any
                        tax period by the relevant Government Body, the Landlord
                        will  calculate  the  Tenant's  share  of  Taxes on that
                        separate  basis.  If Taxes are  greater  than they would
                        normally  be  because  of  the  Tenant's   constitution,
                        ownership,  or  use  of the  Premises,  school  support,
                        assessment  by the  relevant  Government  Body  using an
                        income approach, or other reason specific to the Tenant,
                        the  Landlord  may  determine  that  greater  amount and
                        include  it in the  estimate  of the  Tenant's  Share of
                        Taxes.  The Tenant  may  contest or appeal the amount or
                        validity  of any  separate or higher  assessment  if the
                        Tenant  pays  such  assessment  as  required,  gives the
                        Landlord  a copy of the  appeal,  and  pays  all  appeal
                        costs. Before the Term starts and before each tax period
                        starts,  the Landlord may give the Tenant an estimate of
                        its  monthly  Share of Taxes  and any  further  share of
                        Taxes  payable  under  this  paragraph  6 for  the  then
                        existing tax period or the coming tax period. The Tenant
                        will pay that  estimated  Share  or, if no  estimate  is
                        given,  the same Share it was  paying  for the  previous
                        fiscal period, monthly on the same dates and in the same
                        manner  that it pays Basic  Rent.  After each tax period
                        ends,  the Landlord  will give the Tenant a statement of
                        the  actual  Taxes  due from  that  Tenant  for that tax
                        period  which will  include any separate or higher Taxes
                        due.  If the  statement  shows a  shortfall  between the
                        estimated  Share of Taxes and any further share of Taxes
                        payable under this paragraph 6 which the Tenant has paid
                        for that tax period and its actual Share and any further
                        share, the Tenant will pay that shortfall within 30 days
                        after it receives the statement.  If the statement shows
                        that the  Tenant  has paid too  much,  the  Tenant  will
                        receive a credit for the difference. Either the Landlord
                        or the  Tenant may give  notice to the other,  within 90
                        days after a tax period  ends,  correcting  or disputing
                        the  calculation,  or  allocation  of any Taxes.  If the
                        Landlord and Tenant  cannot agree on the  correction  or
                        resolve the  dispute  within 10 days after the notice is
                        given,  the  Landlord  will give  such  notice to a real
                        estate   appraiser  or  other  expert   experienced   in
                        assessment  appeals who will determine the correction or
                        dispute.  If the  decision  of such  appraiser  or other
                        expert  requires  an  adjustment  in what the Tenant has
                        paid, it will be made in the same manner as  adjustments
                        of actual Taxes.  Subject to the Tenant's  obligation to
                        pay its Share of Taxes, the Landlord will pay the Taxes,
                        except that the Landlord may defer  payment if deferment
                        is lawful.  Except as set out in this  paragraph  6, the
                        Tenant may not  contest or appeal the amount or validity
                        of Taxes.  The Landlord may contest or appeal the amount
                        or  validity  of Taxes but will not be obliged to do so.
                        If  the  Landlord  has so  contested  or  appealed,  the
                        Landlord  may  compromise,   waive,  or  settle  without
                        reference  to the  Tenant.  If the  Landlord  receives a
                        reduction  in the Taxes and if the  Tenant  has paid its
                        Share of the Taxes  which are  reduced,  the Tenant will
                        receive  a credit  for its Share of the  reduction.  The
                        Tenant will pay its Share of any  increase in Taxes as a
                        result of such contest or appeal. If the Landlord cannot
                        obtain from the appropriate Government Body or public or
                        private  utility an  allocation of Taxes or of any other
                        taxes, duties,  rates, levies,  assessments,  or charges
                        which the Tenant is obliged to pay,  which is sufficient
                        to calculate the Tenant's Share or portion, the Landlord
                        will make that allocation.

<PAGE>
                                     - 8 -



    TENANT'S            7.  The  Tenant  will  pay,  as  and  when  due,  to the
    TAXES AND           appropriate Government Body or public or private utility
    OTHER CHARGES       all  licence  fees,  taxes,   rates,   duties,   levies,
                        assessments,  or other  charges  imposed,  assessed,  or
                        levied  by any  Government  Body or  public  or  private
                        utility  from  time  to  time,  whether  imposed  on the
                        Landlord or the Tenant,  in respect of: (i) the personal
                        property,   fixtures,   business,   franchise,   income,
                        occupancy, use, or sales of the Tenant or other occupant
                        of the Premises, (ii) Leasehold Improvements,  fixtures,
                        or  machinery  installed  in the  Premises by or for the
                        Tenant,  (iii)  other  space  used by the  Tenant in the
                        Building,   (iv)  utilities  and  services  used  in  or
                        supplied  to  the  Premises,  to  the  extent  that  the
                        Landlord has not included them in Operating  Costs,  and
                        (v)  tax  on  goods  and  services  which  the  Landlord
                        provides  or causes to be provided to or for the benefit
                        of the Tenant or the  Premises.  If any such charges are
                        not allocated separately for the Premises,  the Landlord
                        will make that  allocation  and if utilities or services
                        are  not  sub-metered,  the  allocation  will  be  on  a
                        connected load and usage or other equitable basis.  Upon
                        request  by the  Landlord,  the  Tenant  will  give  the
                        Landlord evidence that the Tenant has paid those charges
                        as required.


   ADDITIONAL           8. The Tenant will pay all  Additional  Rent upon demand
   RENT                 by the  Landlord  unless other times for its payment are
                        expressly set out in this Lease.  If the Tenant fails to
                        pay any  Additional  Rent, as and when due, the Landlord
                        will have the same remedies for its collection as it has
                        for  recovering  Basic  Rent in  arrears.  If the Tenant
                        fails to pay any sum which the Tenant is obliged to pay,
                        then  subject to paragraph 7 of Part 7, the Landlord may
                        pay it and it will then be a debt owing by the Tenant to
                        the Landlord.


INTEREST ON             9. When any Rent, or any interest accrued thereon, is in
ARREARS                 arrears,  it  will  bear  interest  at  1.5%  per  month
                        compounded  monthly,  from the date such Rent became due
                        to and including the date of payment.  The Landlord will
                        have  all  remedies  for  its  collection  as it has for
                        recovering Basic Rent in arrears.

IRREGULAR               10. If the Term  begins or ends  other than on the first
PERIODS                 or last  day of a month or if the  first or last  fiscal
                        period or tax  period is less than 12  months,  Rent for
                        any broken month or broken period will be pro rated at a
                        rate per day equal to 1/365 of the annual Rent.

                        PART 4 - THE PREMISES

EXAMINATION             1. The Tenant will  inspect the Premises  before  taking
OF PREMISES             possession  and will  give the  Landlord  notice  of any
                        problems.  If the  Tenant  does  not  give  notice,  the
                        Premises will be deemed to be  satisfactory,  except for
                        Inherent Structural Defects.

POSSESSION              2. The Tenant will: (i) take  possession of the Premises
AND USE OF              on the  Commencement  Date, (ii) not allow anyone except
PREMISES                for its  employees,  customers,  other persons  lawfully
                        having   business   with  the   Tenant,   or   permitted
                        sub-tenants,  to use or occupy the  Premises,  (iii) use
                        the  Premises  only for general  office use,  unless the
                        Landlord  consents  to  another  use,  (iv)  not let the
                        Premises remain vacant for more than 5 consecutive days,
                        (v) not do  anything in the  Premises  which is noxious,
                        dangerous,  or offensive or which would be a nuisance or
                        disturb other Building occupants,  (vi) not overload the
                        Premises floor without the  Landlord's  consent beyond a
                        capacity of Fifty Pounds (50 lbs) Per Square Foot, (vii)
                        not cause any  waste or damage to the  Premises,  (viii)
                        not let the Premises become untidy or unsightly,  and at
                        the  end of  each  business  day  leave  them  in such a
                        condition  that they can be cleaned,  and (ix) not store
                        any dangerous or inflammable substances in the Premises.

<PAGE>
                                     - 9 -



 INSURANCE              3. The Tenant  will not do or omit to do anything in the
 INCREASES              Premises  which  would  result  in any  increase  in the
                        Landlord's  insurance  premiums  but, if the  Landlord's
                        premiums are increased, the Tenant will pay the increase
                        to the Landlord.  The Landlord,  by its representatives,
                        may at any time enter the Premises to remove any article
                        or  remedy  any  condition   which,  in  the  Landlord's
                        opinion,  would be likely to lead to cancellation of any
                        insurance policy. Such entry by the Landlord will not be
                        deemed a re-entry or a trespass. If any insurance policy
                        of  the  Landlord  is  subject  to  cancellation  or  is
                        cancelled by reason of the Tenant's use of the Premises,
                        the Landlord may terminate this Lease by giving 10 days'
                        notice to the Tenant, except if the Tenant has cured the
                        problem  within  that  10  day  period.  In  such  case,
                        Paragraph 1 of Part 11 will not apply.


 COMPLYING              4. The Tenant will  comply with all lawful  requirements
 WITH LAWS              of Government  Bodies and  insurance  companies who hold
                        policies which affect the Land or Building, with respect
                        to its operation and use of the Premises,  the condition
                        of the Tenant's Leasehold Improvements,  trade fixtures,
                        furniture and equipment,  and any repairs or renovations
                        the Tenant makes or is obliged to make to the Premises.

QUIET                   5. If the Tenant duly and  punctually  pays the Rent and
ENJOYMENT               complies  with  its  obligations,  the  Tenant  will  be
                        entitled to  peaceably  possess  and enjoy the  Premises
                        during the Term.

REGULATIONS             6. The Tenant will comply with the regulations  attached
                        as Schedule D and with any amendments to them or any new
                        regulations  which the Landlord makes in connection with
                        the use, occupancy, repair, maintenance, or operation of
                        the Land or the Building. The regulations will form part
                        of this Lease.

TENANT'S                7. The  Tenant  will  not  place  or  affix  any  signs,
SIGNS                   symbols,  or lettering outside the Premises,  inside the
                        Premises if visible from  outside,  or inside or outside
                        the   Building,   except   for   a   building   standard
                        identification sign at or near the Premises entrance and
                        a directory  listing in the Building's main lobby,  both
                        of which will be subject to the Landlord's consent as to
                        design,   colour,  size,  and  location.   The  Landlord
                        reserves   the  right  to  install   such  signs  as  an
                        Additional Service.

                        PART 5 - LANDLORD'S  SERVICES AND ADDITIONAL  SERVICES

INTERIOR                1. The  Landlord  will provide to the  Premises,  during
CLIMATE                 Normal Business Hours, by means of a system for heating,
CONTROL                 cooling, filtering and circulating air, processed air in
                        quantities  and at  temperatures  which  will  keep  the
                        Premises comfortable for normal office purposes based on
                        normal occupancy,  to building  standards for comparable
                        buildings in the  vicinity.  However,  the Landlord will
                        not be  responsible  for any inadequacy in the system if
                        the Premises  depart from the design criteria set out in
                        the regulations.

ELEVATORS               2.  The  Landlord  will  furnish  elevator  service,  if
                        installed, to the Premises for use by the Tenant and its
                        invitees,   in  common  with   others,   but  under  the
                        Landlord's  supervision and subject to the  regulations.


REPAIRS AND             3. If, in the Landlord's  opinion,  the interior climate
LIABILITY               control   system   or   the   elevators   need   repair,
                        replacement,  or alteration,  the Landlord may interrupt
                        or reduce service, but will so repair, alter, or replace
                        within a reasonable time.

ACCESS                  4. The Tenant and its  invitees,  in common with others,
                        may use the common entrances,  lobbies,  stairways,  and
                        corridors of the Land and Building to gain access to the
                        Premises, subject to the regulations.

<PAGE>
                                     - 10 -

WASHROOMS               5. The Tenant and its  invitees,  in common with others,
                        may use the  washrooms  on the  floor(s)  on  which  the
                        Premises  are  located.

JANITOR                 6.  The  Landlord   will  provide   cleaning   services,
SERVICE                 generally  by  external  janitorial  contract,   to  the
                        Premises  and the  Building  in  accordance  with modern
                        building  standards  for  comparable  buildings  in  the
                        vicinity. The Landlord will use reasonable efforts, as a
                        prudent owner,  to ensure a good standard of service and
                        conduct from cleaning personnel.

WATER,                  7. The Landlord will provide building  standard ducts to
TELEPHONE,              bring  telephone  services to the Premises, hot and cold
AND LIGHT               water to building  standard  washrooms,  and  reasonable
                        lighting to the Premises and to Building common areas.

ADDITIONAL              8. The Landlord will have the exclusive right, by way of
                        SERVICES Additional Services, to provide to the Premises
                        extra cleaning services  requested by the Tenant, and to
                        supervise  the  moving  of  the  Tenant's  furniture  or
                        equipment,  and the Tenant's  repairs or  alterations in
                        the  Premises.   If  the  Landlord  provides  Additional
                        Services,  by right or by agreement with the Tenant, the
                        Tenant will pay the Cost of  Additional  Services to the
                        Landlord.


ENERGY AND              9. The  Tenant  will  co-operate  with the  Landlord  to
SECURITY                conserve energy and to maintain security.

LIGHT                   10.  The  Landlord  will  have  the  exclusive  right to
FIXTURES                install,   repair,   maintain,    clean,   relamp,   and
                        destaticize fluorescent fixtures at competitive rates.

                        PART 6 - DISPOSITIONS

ASSIGNING  AND          1. The Tenant  will not assign  this Lease or sub-let or
SUB-LETTING             part  with  possession  of the  whole or any part of the
                        Premises for the whole or any part of the Term,  without
                        a bona fide  written  offer and without  the  Landlord's
                        consent.  If the Tenant wants the Landlord's consent, it
                        will give the  Landlord a true copy of the offer and any
                        information  the Landlord may require with regard to the
                        reputation,  financial  standing,  and  business  of the
                        proposed assignee,  sub-tenant,  or occupant.  Within 10
                        days  after  the  Landlord  receives  the  last  of that
                        information,  or within 10 days  after it  receives  the
                        request  for  consent  if  it  has  not  asked  for  any
                        information,  the  Landlord  will advise the Tenant that
                        the  Landlord:  (i)  consents,  (ii)  refuses to consent
                        (with the reasons for such  refusal) , or (iii)  wishes,
                        if the  request is to assign this Lease or to sub-let or
                        part with possession of the whole Premises, to terminate
                        this  Lease or wishes,  if the  request is to sub-let or
                        part  with  possession  of  part  of  the  Premises,  to
                        terminate  this Lease with respect to such part.  If the
                        Landlord  consents,  then the  Tenant may  complete  its
                        transaction  only on the  terms set out in the offer and
                        only if it does so within 60 days after it receives  the
                        Landlord's  consent. If the Landlord wishes to terminate
                        this Lease, in whole or in part, the Tenant may withdraw
                        its  request  within  10  days  after  it  receives  the
                        Landlord's  advice.  If the Tenant does not withdraw its
                        request, then this Lease will be terminated, in whole or
                        in part, on a date  required by the Landlord  which will
                        be not less  than 30 nor  more  than 60 days  after  the
                        later of the date the  Landlord  receives  the  Tenant's
                        request  for consent or the date the  Landlord  receives
                        the last of the requested  information  from the Tenant.
                        If the Tenant surrenders only part of the Premises, Rent
                        will abate thereafter proportionately.  Despite any such
                        assigning,  sub-letting, or parting with possession, the
                        Tenant will remain liable for the Tenant's  obligations.
                        If the Landlord gives its consent to an assignment,  the
                        Landlord may require the Tenant to obtain the assignee's
                        direct covenant with the Landlord to
<PAGE>
                                     - 11 -

                        comply with the Tenant's obligations,  as a condition of
                        the consent.  The Tenant will not advertise the Premises
                        for assignment or sub-letting except if the Landlord has
                        approved the proposed  text. In no event will the rental
                        rate appear in any advertisement.


CHANGE                  2. If the Tenant is a private company, any sale or other
IN CONTROL              disposition  of its shares or securities  resulting in a
                        change of control or beneficial ownership will be deemed
                        to be an assignment under paragraph 1 of Part 6.


LANDLORD'S              3. If the Landlord sells the Landand  Building,  it will
CONVEYANCE              have no further obligation to the Tenant except for then
                        existing defaults by the Landlord.

MORTGAGING              4. The Tenant will not mortgage or charge its  leasehold
                        interest in the Premises, fixtures, chattels, furniture,
                        or equipment, without the Landlord's consent.

                        PART 7 - REPAIRS, RENOVATIONS,  DAMAGE AND EXPROPRIATION

LANDLORD'S              1. The  Landlord  will keep the  Building  in a good and
REPAIRS                 reasonable state of repair and  maintenance,  consistent
                        with  the  standards  for  comparable  buildings  in the
                        vicinity,  except for the non-structural elements of the
                        Premises  and other  premises  and  reasonable  wear and
                        tear, and will repair Insured Damage except if the Lease
                        is terminated under paragraph 9 of this Part 7.

TENANT'S                2. The  Tenant  will keep the  Premises,  its  Leasehold
REPAIRS                 Improvements, its trade fixtures, and any plate or other
                        glass in the  Premises or in the  exterior  walls of the
                        Premises  in a good and  reasonable  state of repair and
                        maintenance,   consistent   with   the   standards   for
                        comparable  offices  in the  vicinity,  except  for  the
                        structural elements of the Premises, reasonable wear and
                        tear,  and  Insured  Damage,  and except if the Lease is
                        terminated  under  paragraph 9 of Part 7. Paragraph 4 of
                        this Part 7 will  apply to Tenant  repairs.  The  Tenant
                        will repair according to notice from the Landlord.

INSPECTION              3. The Landlord,  by its representatives,  may enter the
AND ACCESS              Premises  at  all   reasonable   times  and  during  any
                        emergency   to:  (i)   inspect  or   supervise   repair,
                        maintenance,  or  renovation,  (ii) do its own  repairs,
                        maintenance,  or  renovations,   (iii)  gain  access  to
                        utilities and services (including underfloor or overhead
                        ducts and access  panels),  and (iv) determine  electric
                        light,  power and water consumption by the Tenant in the
                        Premises.  In doing  its  repairs  or  renovations,  the
                        Landlord  may  bring  equipment  and  material  into the
                        Premises.   The   Tenant   will  not  be   entitled   to
                        compensation  for  any   inconvenience,   nuisance,   or
                        discomfort   caused  by  the  Landlord's   work  in  the
                        Premises, but the Landlord will disturb the Tenant's use
                        and  enjoyment of the  Premises as little as  reasonably
                        possible.

TENANT                  4. The  Tenant  will not  construct,  install,  or alter
RENOVATIONS             anything in the Premises without the Landlord's consent.
                        When requesting  that consent,  the Tenant will give the
                        Landlord  a copy of  reasonably  detailed  drawings  and
                        specifications for the proposed work. The Tenant will do
                        such  work  in  a  good  and  workmanlike   manner,   in
                        accordance  with the  drawings  and  specifications  the
                        Landlord  has  approved,  and  in  accordance  with  the
                        Landlord's reasonable requirements.  The Tenant will use
                        contractors and  subcontractors to whom the Landlord has
                        consented,  except that the Landlord may  designate  the
                        contractors   and   subcontractors   to  be   used   for
                        mechanical,  structural,  or electrical  design and work
                        and except that the labour union affiliations of workers
                        must be compatible with those of workers employed by the
                        Landlord or its  contractors.  The  Landlord's  consent,
                        inspection, and supervision with
<PAGE>
                                     - 12 -

                        respect  to any such work will be  Additional  Services.
                        Upon completing any work, the Tenant will deliver to the
                        Landlord  a full  set of  as-built  drawings  which  the
                        Landlord may keep.

LANDLORD                5. The Landlord may alter the Building from time to time
RENOVATIONS             including constructing  additional floors,  altering the
                        Building's  size, or altering the location,  dimensions,
                        or  specifications   of  utilities,   common  areas,  or
                        mechanical systems so long as the physical dimensions of
                        the Premises are not materially altered as a result. The
                        Tenant  waives and renounces all claims which may result
                        from any such alteration.  If such alteration results in
                        additional land being added to the Land or being used to
                        service  the  Building,  such  additional  land  will be
                        deemed  to form  part of the  Land.  If such  alteration
                        results  in  a  change  in  the  rentable  area  of  the
                        Building,  the Landlord  may modify the  Tenant's  Share
                        accordingly.

PAYMENT FOR             6.  The Tenant will pay all accounts for its renovations
WORK                    and  repairs  as  and  when  due,  except  as set out in
                        paragraph 7 of this Part 7.

LIENS                   7. The Tenant will discharge any builder's or other lien
                        filed against the Tenant's leasehold interest or against
                        the  Land,  by  reason  of work,  labour,  services,  or
                        materials  provided or alleged to have been  provided to
                        the Tenant,  as soon as it comes to the Tenant's notice.
                        If the Tenant gives the Landlord notice that it wants to
                        contest  in  good  faith  any  lien  and if  the  Tenant
                        deposits with the Landlord or pays into Court the amount
                        of the lien claim plus an amount for costs  satisfactory
                        to the  Landlord or the Court,  as the case may be, then
                        the  Tenant may defer  paying  the lien  claim  while it
                        contests  the claim with due  diligence,  except that if
                        the  Tenant's  leasehold  interest  or the Land  thereby
                        becomes  liable,   in  the  Landlord's   judgement,   to
                        forfeiture or sale,  the Landlord may discharge any such
                        lien.  In that  case,  the  Tenant  will  reimburse  the
                        Landlord  for the amount of the lien and its costs of so
                        discharging.

TENANT'S                8. If any part of the  Building,  including the interior
NEGLIGENCE              climate control and utilities  systems,  needs repair or
AND  LIABILITY          replacement  by reason of the fault or negligence of the
                        Tenant or its invitees or licensees,  the Tenant will be
                        liable  therefor  and  for  resulting  or  consequential
                        injury, loss, or damage.

DAMAGE OR               9.  If the  Premises  or  the  Building  are  materially
DESTRUCTION             damaged by any cause, the Landlord, within 10 days after
                        the damage occurs, will appoint an architect or engineer
                        to determine,  within 30 days,  the extent of the damage
                        and how  long  he  estimates  the  damage  will  take to
                        repair.  The Landlord will give the Tenant a copy of the
                        architect's   or  engineer's   report.   If  the  report
                        indicates  that the Premises or Building  will take more
                        than 180 days  from the date of the  report  to  repair,
                        then  either the  Landlord or the Tenant may give notice
                        to the  other,  within  10  days  after  receipt  of the
                        report,  terminating  this  Lease.  If the  Lease  is so
                        terminated,  the  termination  date will be the l0th day
                        after the date the Landlord or the Tenant  receives such
                        notice  from the  other,  and in such case  neither  the
                        Landlord  nor the Tenant  will be obliged to repair.  If
                        the Lease is not so terminated, each of the Landlord and
                        Tenant  will  repair  the  damage  to the  extent  it is
                        obliged to do so under  paragraph  1 or  paragraph  2 of
                        this Part 7.

ABATEMENT               10. If the  Premises are not  reasonably  capable of use
                        and  occupancy  by the Tenant for its  business for more
                        than 10 days as a result of any damage, Rent will abate,
                        from the date of the damage,  in  proportion to the part
                        or parts of the Premises not  reasonably  capable of use
                        and  occupancy  until the Premises are again  reasonably
                        capable of such use and  occupancy  or, with  respect to
                        the Tenant's repairs after such
<PAGE>
                                     - 13 -

                        damage,  until such time as, in the Landlord's  opinion,
                        those  repairs  ought  to have  been  completed.  If the
                        Landlord  and Tenant  disagree  on the extent or time of
                        the  abatement,  the  Landlord  will ask an architect or
                        engineer to determine the dispute.

EXPROPRIATION           11. If a Government Body expropriates all or part of the
                        Land or Building, the Landlord,  within 60 days after it
                        receives  the  notice  of  expropriation,  may  give the
                        Tenant  not less than 30 days'  notice  terminating  the
                        Lease. If a Government Body  expropriates all or part of
                        the Premises such that any  remainder is not  reasonably
                        capable of use and occupancy, the Tenant, within 60 days
                        after it receives the notice of expropriation,  may give
                        the Landlord  not less than 30 days' notice  terminating
                        the Lease.  If the Lease is so  terminated,  neither the
                        Landlord  nor  Tenant  will have any claim  against  the
                        other  with  respect to the  expropriation.  Each of the
                        Landlord  and Tenant may claim  against  the  Government
                        Body for  compensation  for loss of its interest and may
                        retain  any  compensation  awarded  to it.  Each  of the
                        Landlord  and Tenant will  co-operate  with the other in
                        pursuing its respective  claim. If the Landlord receives
                        a  compensation  award  which  specifically  includes an
                        award  to  the  Tenant,  the  Landlord  will  remit  the
                        Tenant's   portion  to  it.  If  the  Lease  is  not  so
                        terminated then paragraph 9 of this Part 7 will apply to
                        any  repairs  which  are  necessary  as a result  of the
                        expropriation and paragraph 10 of this Part 7 will apply
                        to abatement of Rent during any repair period. After the
                        later of the date of expropriation or the repair period,
                        if any,  Rent will be  adjusted so that it will bear the
                        same  proportion to the original Rent as the area of the
                        remaining  Premises  bears to the  area of the  Premises
                        immediately before the  expropriation,  and the Tenant's
                        Share will be adjusted in the same manner.

PART 8 - SURRENDERING  PREMISES AND REMOVING FIXTURES

SURRENDER               1. At the End of the Term,  the  Tenant  will  surrender
                        possession  of the Premises  and the Tenant's  Leasehold
                        Improvements to the Landlord,  without compensation,  in
                        the  condition  in which the Tenant was  obliged to keep
                        them   during   the   Term.   The   Tenant's   Leasehold
                        Improvements will remain the Landlord's property, except
                        for  those  the  Tenant  is  obliged  to  remove   under
                        paragraph 2 of this Part 8. At the End of the Term,  the
                        Tenant will give the Landlord a surrender of this Lease,
                        which will be in form  acceptable  for  registration  if
                        applicable.

REMOVAL OF              2. During the Term,  the Tenant will not remove from the
FIXTURES                Premises its  Leasehold  Improvements,  trade  fixtures,
                        furniture  or   equipment,   except  for  furniture  and
                        equipment  which,  in the normal course of its business,
                        is no longer needed or is being replaced by furniture or
                        equipment  of equal or better  quality and except as set
                        out in  this  paragraph.  At the  End of the  Term,  the
                        Tenant  will  remove  from the  Premises:  (i) its trade
                        fixtures,  (ii) its furniture and  equipment,  and (iii)
                        those Leasehold Improvements which the Landlord requires
                        it to  remove,  except  that,  if the  Tenant is then in
                        default under the Lease,  the Tenant will not remove any
                        of those items unless the Landlord expressly requires it
                        to do so.  The  Tenant  will  repair  any  damage to the
                        Premises  caused by the removal of those  items.  If the
                        Tenant does not remove any such items,  the Landlord may
                        do so and the Tenant will pay the Landlord's removal and
                        storage charges.

SURVIVAL                3. The Tenant's obligations in  this Part 8 will survive
                        the End of the Term.


<PAGE>
                                      -14-

                        PART 9 - LIABILITY, INDEMNIFICATION AND INSURANCE


LIMITATION  OF          1. The Landlord will not be liable for any bodily injury
LANDLORD'S              or death of, or loss or damage to any property belonging
LIABILITY               to, the Tenant or its employees,  invitees, or licensees
                        or any other  person  in or about  the Land or  Building
                        unless resulting from the Landlord's  gross  negligence,
                        but in no event will the Landlord be liable for: (i) any
                        damage,  except  for  Insured  Damage,  caused by smoke,
                        steam,  water,  ice, rain, snow, or fumes which may leak
                        into,  issue or flow  from any part of the  Building  or
                        from the plumbing  works,  or from any other  place,  or
                        caused by the  condition or  arrangement  of any wiring,
                        (ii) any damage caused by any other  Building  occupant,
                        (iii) any act or omission (including theft, malfeasance,
                        or  negligence)  of any person the Landlord has employed
                        or  contracted  with to perform  janitor,  security,  or
                        other  work in the  Building,  (iv) any loss or  damage,
                        however  caused,   to  money,   securities,   negotiable
                        instruments, papers, or other valuables of the Tenant or
                        its employees, invitees, or licensees, or (v) failure to
                        supply or maintain  interior climate control or elevator
                        services,  or  indirect  or  consequential  damages  for
                        personal discomfort or illness resulting from failure to
                        supply or maintain  such  services.

INDEMNIFICATION         2.  Except  for the  Landlord's  gross  negligence,  the
                        Tenant will  indemnify  and save the  Landlord  harmless
                        from  all  claims,  actions,  liabilities,   judgements,
                        damage,  costs, or expense which the Landlord may suffer
                        or incur in connection  with or arising from: (i) bodily
                        injury or death, or property or other loss or damage, in
                        or about the Land or Building, as a result of any act or
                        omission of the Tenant, or (ii) any breach by the Tenant
                        of its obligations under this Lease. This indemnity will
                        survive the End of the Term.

TENANT'S                3. The Tenant will obtain and maintain in good standing:
INSURANCE

                           (a)   liability insurance against claims for personal
                                 injury,  death  or  property  damage  occurring
                                 upon,   in  or  about  the   Premises  and  the
                                 Building,    including   personal    liability,
                                 liability  assumed by contract,  Tenant's legal
                                 liability,  and non-owned automobile liability.
                                 Such  insurance  will:  (i) have a limit of not
                                 less than  $3,000,000.00  in respect of any one
                                 occurrence and not less than  $1,000,000.00  in
                                 respect  of injury or death to a single  person
                                 and not less than $500,000.00 in respect of any
                                 single  instance  of property  damage,  (ii) be
                                 primary   insurance  and  will  not  call  into
                                 contribution  any other insurance  available to
                                 the Landlord or its mortgagee, which means that
                                 the  Tenant's  insurance  will  cover  any loss
                                 before the Landlord's or other  insurance,  and
                                 (iii)   provide   for    cross-liability    and
                                 severability of interest, which means that each
                                 named  insured on the policy can sue each other
                                 named insured under the terms of the policy;

                           (b)   insurance upon the Tenant's  property  normally
                                 located  within the Building,  and any property
                                 which is repaired at the Tenant's expense under
                                 this   Lease,   including   stock   in   trade,
                                 inventory,   furniture,   fittings,   Leasehold
                                 Improvements,   and  Tenant's  fixtures  in  an
                                 amount  equal  to  the  full  replacement  cost
                                 thereof,  against  at least the perils of fire,
                                 sprinkler  leakage,  theft,  vandalism,   riot,
                                 civil  commotion,  impact  of  aircraft,  water
                                 damage,  earthquake,  flood, and any perils not
                                 mentioned  above  which are  included in normal
                                 "all risks" coverage;

                           (c)   insurance  against  all  explosion,  rupture or
                                 failure  of   boilers,   pressure   vessels  or
                                 equipment   within  or  serving  the   Premises
                                 exclusively; and


<PAGE>
                                     - 15 -

                           (d)   such  other  types of  insurance  as a  prudent
                                 tenant would obtain from time to time.


                        The Tenant  will obtain all such  insurance  in at least
                        those  amounts set out in paragraph  3(a) of this Part 9
                        and  otherwise  in those  amounts  a  prudent  tenant of
                        comparable  space  in  a  comparable   building  in  the
                        vicinity  would obtain and  maintain  from time to time.
                        All  such  insurance  policies  will:  (i)  include  the
                        Tenant,  any mortgagee of the Tenant if applicable,  the
                        Landlord,   and  any   mortgagee   of  the  Landlord  if
                        applicable,  as named  insureds,  which  means a person,
                        firm, or corporation which is specifically designated by
                        name as an insured under a policy, (ii) contain a waiver
                        of any right of  subrogation or recourse by the Tenant's
                        insurer  against the Landlord or its employees,  agents,
                        contractors,  or mortgagees,  whether or not any loss is
                        caused  by  the  act,  omission  or  negligence  of  the
                        Landlord  or  its  employees,  agents,  contractors,  or
                        mortgagees.  (Subrogation  means  the legal  process  by
                        which an insurance  company seeks recovery of the amount
                        it pays to a policy  holder  from a third  party who may
                        have caused the loss.),  (iii)  provide that the insurer
                        will  give  the  Landlord  (and  any of  the  Landlord's
                        mortgagees  of which it has  received  notice)  30 days'
                        prior  written  notice  of  cancellation   of,  material
                        alteration in, or lapse of, any policy, and (iv) provide
                        that such policies will not be  invalidated  as respects
                        the   interest  of  the   Landlord  or  the   Landlord's
                        mortgagees  by reason of any breach or  violation of any
                        warranties, representations, declarations, or conditions
                        contained  in the  policies.  The Tenant will effect all
                        such policies with insurers and upon terms  satisfactory
                        to the  Landlord.  The  Tenant  will  give the  Landlord
                        certified  copies of its insurance  policies  evidencing
                        all such insurance and its renewal.  The Tenant will pay
                        the  premium  for each  policy.  If the Tenant  fails to
                        obtain or maintain any such insurance,  the Landlord may
                        do so as the Tenant's  agent and at the  Tenant's  cost.
                        The Tenant  will  review all its  policies  annually  to
                        ensure that they are up to date.

LANDLORD'S              4.  The  Landlord  will  obtain  and  maintain  fire and
INSURANCE               extended  coverage  insurance  on the Building and other
                        insurance it considers necessary in amounts and on terms
                        and  conditions  which a prudent  owner of a  comparable
                        building in the vicinity  would obtain and maintain from
                        time to time.


                        PART 10 - PERFORMANCE OF TENANT'S COVENANTS, DEFAULT,
                                   BANKRUPTCY, AND TERMINATION

LANDLORD  MAY           1. If the Tenant  defaults in complying  with any of its
PERFORM                 obligations,  the  Landlord,  in  addition  to its other
COVENANTS               rights  and  remedies  under  this Lease or at law or at
                        equity, may remedy or attempt to remedy any such default
                        and for such  purpose  may enter the  Premises.  No such
                        entry will be deemed to be a re-entry or  trespass.  The
                        Tenant will  reimburse  the Landlord for the  Landlord's
                        costs of so  remedying  or  attempting  to  remedy.  The
                        Landlord will not be liable to the Tenant for any act or
                        omission in so remedying or  attempting to remedy unless
                        such act or omission  amounts to intentional  misconduct
                        or gross negligence.

RIGHT OF                2. If and whenever: (i) the Tenant fails to pay any Rent
RE-ENTRY                ON after  it is due and  after 5 days'  notice  from the
DEFAULT OR              Landlord,  or (ii) the Tenant  defaults in  observing or
TERMINATION             performing any of its obligations and fails to cure that
                        default  within  30 days  after the  Landlord  gives the
                        Tenant notice  specifying the nature of the default,  or
                        (iii)  this  Lease is  terminated  under  any  provision
                        hereof,  or (iv) the  Landlord  has become  entitled  to
                        terminate  this  Lease  then,  in  any  such  case,  the
                        Landlord


<PAGE>
                                     - 16 -

                        thereafter  may  enter  into  the  Premises  or any part
                        thereof  in the  name  of the  whole  to  repossess  the
                        Premises  and  enjoy as of its  former  estate,  despite
                        anything in this Lease to the contrary.

TERMINATION             3. If the  Landlord is entitled to re-enter the Premises
AND RE-ENTRY            under this Lease or at law or at equity,  the  Landlord,
                        in  addition  to its  other  rights  and  remedies,  may
                        terminate this Lease forthwith by leaving notice of such
                        termination in the Premises.

PAYMENT  OF RENT        4. If the  Landlord  gives the Tenant,  or leaves in the
ON TERMINATION          Premises, notice of termination, this Lease and the Term
                        will end, Rent will be  apportioned  on a daily basis to
                        the End of the Term  (except if it has abated,  in whole
                        or in part,  under  paragraph  10 of Part 7), the Tenant
                        will  pay  that   apportioned  Rent  on  demand  by  the
                        Landlord, the Tenant will immediately give possession of
                        the  Premises  to the  Landlord,  and the  Landlord  may
                        re-enter and take  possession  of the Premises if it has
                        not  then  done so.  RE-LETTING  5. If the  Landlord  is
                        entitled to re-enter the Premises under this Lease or at
                        law or at equity, the Landlord, in addition to its other
                        rights  and  remedies,  may enter the  Premises,  as the
                        Tenant's  agent,  and re-let  them and receive the basic
                        rent and additional rent from that  re-letting,  and, as
                        the  Tenant's  agent,  take  possession  of any personal
                        property in the  Premises,  or any place to which it has
                        been  removed,  and sell it at  public or  private  sale
                        without notice to the Tenant, and apply the proceeds and
                        any basic  rent or  additional  rent  received  from the
                        re-letting  on account of the Rent due or to become due,
                        and the Tenant  will be liable to the  Landlord  for any
                        deficiency.

METHOD AND              6. If the  Landlord  re-enters  the  Premises  then,  in
WAIVER ON               addition to its other rights and remedies,  it may expel
RE-ENTRY                the  Tenant  and  those  claiming  through  or under the
                        Tenant,  remove any property in the Premises,  and force
                        or change the locks,  without  being guilty of trespass.
                        The  Tenant  waives  and  renounces  the  benefit of any
                        present or future law  requiring  the  Landlord to serve
                        notice or begin legal action in order to re-enter.

BANKRUPTCY OR           7. If the Tenant becomes  bankrupt or insolvent or takes
INSOLVENCY              steps,  steps or allows an order to be made,  to end its
                        corporate   existence   then,  in  any  such  case,  the
                        Landlord,  at its option,  may  terminate  this Lease by
                        leaving  notice of  termination  in the Premises and, in
                        that case, all arrears of Rent, the current month's Rent
                        and the next  ensuing  3 months'  Rent will  immediately
                        become due and be paid by the Tenant.

DISTRESS                8. The Tenant  waives and  renounces  the benefit of any
                        present  or  future  law  taking  away or  limiting  the
                        Landlord's  right of  distress,  and agrees that none of
                        the Tenant's  personal property will be exempt from levy
                        by distress for Rent in arrears.

CUMULATIVE              9. The  Landlord  may use any or all of the  rights  and
                        REMEDIES remedies available to it under this Lease or at
                        law or at equity if the Tenant  defaults in observing or
                        performing  its   obligations  or  if  the  Landlord  is
                        entitled to terminate the Lease.  Those remedies will be
                        cumulative and not alternative.

WAIVER AND              10. Only written waivers of Tenant's  defaults will bind
CONDONING               the the Landlord. No condoning, excusing, or overlooking
                        by the  Landlord  of any  default  by  the  Tenant  will
                        operate as a waiver of the Landlord's rights or remedies
                        on any subsequent default.

LEGAL FEES              11. If either the Landlord or the Tenant  exercises  any
                        of its  rights or  remedies  as a result of the  other's
                        default,  the  defaulting  party  will  pay the  other's
                        reasonable costs and
<PAGE>

                                     - 17 -

                        out-of-pocket  expenses  of  so  exercising,   including
                        complete legal costs.

                        PART 11 - GENERAL PROVISIONS

EVENTS OF DELAY         1. If either  the  Landlord  or the  Tenant is unable to
                        provide any service,  utility, work, or repair by reason
                        of an  Event of  Delay,  the  time  for  performing  the
                        obligation will be extended by that period of time which
                        is equal to the length of the delay, and the Landlord or
                        the Tenant,  as the case may be, will use all reasonable
                        efforts to overcome any such Event of Delay. Neither the
                        Landlord nor the Tenant will be entitled to compensation
                        for any inconvenience, nuisance, or discomfort caused by
                        such an Event of Delay, or to cancel this Lease.

OVERHOLDING             2.  This  Lease  will  terminate  at the End of the Term
                        without  notice or demand.  If the  Tenant  stays in the
                        Premises  after  the End of the Term  without  a further
                        written  agreement with the Landlord,  such holding over
                        will not  constitute  a renewal of this  Lease.  In such
                        case,  the Landlord,  at its option,  may elect to treat
                        the Tenant as one who has not  vacated at the End of the
                        Term and to exercise all its remedies in that situation,
                        or may elect to construe  such holding over as a tenancy
                        from  month to month  subject  to all the  terms of this
                        Lease,  except:  (i) for Term, (ii) for basic rent which
                        will be equal to two  times the Basic  Rent  payable  in
                        respect of the last year before the End of the Term,  or
                        the last renewal  term,  as the case may be,  payable in
                        advance in monthly  instalments on the first day of each
                        month,  and (iii) that there will be no  inducements  or
                        allowances,  renewal rights, rent abatements,  rights of
                        refusal,  rights  to  additional  space  or  other  like
                        concessions or rights.

EXHIBITING              3. The  Landlord,  during  Normal  Business  Hours,  may
PREMISES                exhibit the Premises to  prospective  tenants during the
                        last 6 months of the Term and, at all reasonable  times,
                        to the  Landlord's  prospective  purchasers and lenders,
                        but, in so doing,  will  disturb the Tenant as little as
                        possible.

SUBORDINATION           4.  This  Lease  and  the   Tenant's   rights   will  be
                        subordinated  and  postponed to all  mortgages and other
                        financial charges which now or hereafter charge the Land
                        or the  Building,  and to all  renewals,  modifications,
                        consolidations,  replacements,  or  extensions  of same,
                        notwithstanding  the  respective  dates of  execution or
                        registration.  The Tenant,  at the Landlord's cost, will
                        execute any instrument confirming such subordination and
                        postponement  and any  instrument  confirming  that  the
                        Tenant  will  attorn as tenant to the holder of any such
                        mortgage or other financial  charge on the same terms as
                        are set out in the  Lease,  which  the  Landlord  or the
                        Landlord's lender may request,  provided that the lender
                        who  receives  any such  instrument  agrees to recognize
                        this Lease and the Tenant's  right to  possession of the
                        Premises under the terms of the Lease.

CERTIFICATES            5. Either the  Landlord  or the  Tenant,  at the other's
                        request  and cost,  will  deliver to the other or to any
                        other person a certificate  setting out: (i) whether the
                        Lease is in full force and effect,  (ii)  whether it has
                        been modified or assigned, (iii) confirming the Rent and
                        the state of accounts  between the  Landlord and Tenant,
                        (iv) to the best of its knowledge,  the existence of any
                        defaults, and (v) any other reasonable information which
                        is requested.

NOTICES                 6. Any notice,  request, or demand required or permitted
                        to be given must be in writing and will be  sufficiently
                        given  if   personally   served  or  mailed  by  prepaid
                        registered post as follows:

<PAGE>


                                     - 18 -

                           (a)   to the Landlord:

                                 THE STANDARD LIFE ASSURANCE  COMPANY 200, 640 -
                                 6th Avenue SW Calgary, Alberta
                                 T2P OS4

                                 Attention: Property Administrator

                           (b)   to the Tenant

                                 YELLOWBIRD PRODUCTS LIMITED
                                 1050, 340 - 12th Avenue SW
                                 Calgary, Alberta
                                 T2R 1L5

                                 Attention: James E. Paulson

                        Any  notice,  request,  or demand will be  presumed,  if
                        mailed,  to have been received 5 business days after the
                        day on  which  it is  mailed  and,  if  delivered,  upon
                        receipt, except that if, between the time of mailing and
                        actual  receipt,   there  is  an  actual  or  reasonably
                        anticipated  mail strike,  slowdown,  or labour  dispute
                        which  might  affect   delivery,   the  notice  will  be
                        effective  only  if  actually   delivered.   Either  the
                        Landlord  or  Tenant  will  give  notice  to  the  other
                        changing  its  address for  service.

TIME OF ESSENCE         7.  Time  will  be  of  the   essence  of  this   Lease.

REGISTRATION            8. If the Tenant  wishes to  register  this  Lease,  the
                        Tenant will pay the  registration  costs  including  the
                        cost of a registrable  plan of leasehold,  except if the
                        Landlord  has such a plan in which  case the  Tenant may
                        use it. If a short form of lease can be registered, then
                        the Tenant will register only a short form.

LIABILITY               9. If two or more persons,  corporations,  partnerships,
                        or other  business  associations  execute  this Lease as
                        Tenant  or as  Covenantor,  as  the  case  may  be,  the
                        liability  of each to observe or  perform  the  Tenant's
                        obligations  will be deemed to be joint and several.  If
                        the Tenant or  Covenantor,  as the case may be, named in
                        this   Lease  is  a   partnership   or  other   business
                        association,  the members of which by law are subject to
                        personal  liability,  the  liability of each such member
                        will be deemed to be joint and several.  The Tenant will
                        cause the Tenant's employees,  invitees,  licensees, and
                        other  persons  over whom the Tenant may  reasonably  be
                        expected to exercise control to comply with the Tenant's
                        obligations  under  this  Lease,  and any  failure to so
                        comply will be deemed to be a default by the Tenant. The
                        Tenant will be liable to the Landlord for the  negligent
                        or  wilful  acts or  omissions  of any  such  employees,
                        invitees,  licensees,  or other  persons  over  whom the
                        Tenant may reasonably be expected to exercise control.


RELOCATION OF           10.  The  Landlord  may give the  Tenant 60 days'  prior
PREMISES                notice  that  it  will  relocate  the  Tenant  to  other
                        premises in the Building (the "New  Premises").  The New
                        Premises will contain at least the same rentable area as
                        the Premises. The Landlord will provide, at its expense,
                        Leasehold  Improvements in the New Premises equal to the
                        standard of the Leasehold  Improvements  in the Premises
                        which  have  been  completed  or which the  Landlord  is
                        obliged to provide in the  Premises.  The Landlord  will
                        pay for any reasonable cost of moving the Tenant's trade
                        fixtures and

<PAGE>

                                     - 19 -

                        furnishings  from the Premises to the New  Premises.  As
                        full  compensation  for all other costs,  expenses,  and
                        damages  which the Tenant may incur in  connection  with
                        the  relocation,   including   disruption  and  loss  of
                        business,  Basic Rent for the New Premises for the first
                        month  of  occupancy  will  abate.  Basic  Rent  and the
                        Tenant's Share of Operating  Costs and Taxes for the New
                        Premises  will be no greater than what they were for the
                        Premises,  even if the New  Premises  contain  a greater
                        rentable  area.  All other terms and  conditions of this
                        Lease will apply to the New  Premises for the balance of
                        the Term  except  if they  are  inconsistent  with  this
                        paragraph 10.

BROKERAGE               12. The Landlord is responsible for any fees/commissions
                        owing to its  agents/brokers.  The Tenant is responsible
                        for any  fees/commissions  owing to its  agents/brokers.
                        ADDITIONAL  13.  Those  provisions,  if any,  set out in
                        Schedule A will PROVISIONS form part of this Lease.

BINDING  EFFECT         14.  This  Lease  will  enure to the  benefit  of and be
                        binding upon the Landlord,  and the Tenant,  and each of
                        their  respective  heirs,   executors,   administrators,
                        successors, and permitted assigns.

<PAGE>

                                     - 20 -

         IN WITNESS  WHEREOF the Landlord and Tenant have executed this Lease as
of the day and year first above written.


THE STANDARD LIFE ASSURANCE COMPANY

per: /s/ Brad Little
-------------------------------
    Authorized Signatory
    Brad Little

If the tenant is a corporation:

The corporate seal of the           )
Tenant was hereunto affixed         )
in the presence of:                 )
YELLOWBIRD PRODUCTS LIMITED         )
                                    )
per: /s/ James E. Paulson           )
-------------------------------     )
    Authorized Signatory            ) c/s
    James E. Paulson                )
    Vice-President                  )
                                    )
per: /s/ Murray B. Morrison         )
-------------------------------     )
    Murray B. Morrison              )
    Secretary-Treasurer             )

<PAGE>

                                   SCHEDULE A

ADDITIONAL PROVISIONS:

1. IMPROVEMENTS TO PREMISES - BY LANDLORD

   (a)   The Landlord will co-ordinate the design, supervision, and construction
         of the improvements (all of which is herein called the  "Improvements")
         to the Premises.

   (b)   The Landlord  will  contribute  a maximum of $2.05 per rentable  square
         foot of the  Premises  toward the  Improvements  (the  estimated  total
         Landlord contribution being $6,592.80).

   (c)   If the  Landlord's  full  contribution  is not required to complete the
         Improvements,  the saving will accrue to the  Landlord and the Landlord
         will not be obliged to pay same to the Tenant. (d) If the total cost of
         the  Improvements  exceeds the  Landlord's  maximum  contribution,  the
         Tenant will be obliged to pay the excess directly to the  contractor(s)
         in a timely manner.

   (e)   The Landlord will  carryout the  Improvements  in  accordance  with the
         design  plan  and  specifications  attached  as  Schedule  "F"  and  in
         accordance with the lawful requirements of all Government Bodies having
         jurisdiction.

   (f)   The Landlord will not be obliged to commence the  Improvements,  except
         for any preliminary  layout design which the Landlord has authorized in
         writing,  until the Lease has been fully and  unconditionally  executed
         and delivered by all parties.

2. PARKING - FOR TERM

During the Term,  the  Landlord  (directly,  or through its parking  agent) will
provide the Tenant with automobile  parking on the following  terms:

   (a)   parking lot address: 340- 12th Avenue S.W., Calgary;

   (b)   quantity,  type and classification of stalls (1, 2 or ?; COVERED, OPEN;
         RESERVED, RANDOM) : Three (3) underground. reserved;

   (c)   monthly rent per stall (by type/classification) : $ll0.00 plus G.S.T.;

   (d)   RATE.  The  Landlord may adjust the monthly rent per stall from time to
         time to reflect then current market rates;

   (f)   USE. The Tenant will use the parking  stall(s)  assigned to it only for
         the purpose of parking standard passenger model automobiles. The Tenant
         will keep any  automobile  parked  in a stall in a state of  reasonable
         repair and  cleanliness,  and will not allow the automobile to leak any
         oil, gas or other fluids. The Tenant will pay to the Landlord on demand
         any costs

<PAGE>

                                      - 2 -

         which the Landlord incurs to clean or repair the surface of the parking
         area caused by the leakage of any such fluids;

   (g)   REASSIGNMENT.  The Landlord reserves the right to reassign any reserved
         stall on thirty (30) days' prior written notice to the Tenant;

   (h)   PARKING DECAL.  If the Tenant is assigned a parking  decal,  the Tenant
         will  display  the decal in such a manner  that it is  clearly  visible
         through the front windshield of the automobile.  Failure to display the
         appropriate  valid decal may result in the  automobile  being  ticketed
         and/or impounded at the Tenant's expense; and

   (i)   LOSS OR DAMAGE.  The Landlord will not be  responsible  for any loss or
         damage to the Tenant's automobile(s), or to the contents or accessories
         thereof,  arising from theft,  fire,  vandalism or any other cause. The
         Tenant will use the stall(s) at its own risk absolutely.

  3. RIGHT OF REFUSAL TO LEASE

     The  Landlord  hereby  grants to the Tenant a right of  refusal  ("Tenant's
     Right") to lease all or part of that area on the 10th floor of the Building
     outlined in green on Schedule "B" and consisting of 1,246  rentable  square
     feet more or less (the "Additional  Premises"),  on the following terms. If
     all or part (the  "Relevant  Portion") of the Additional  Premises  becomes
     vacant,  and are available for lease, and if the Landlord receives an offer
     to lease (the  "Offer") the  Relevant  Portion from a third party which the
     Landlord is prepared to accept,  the  Landlord  will  deliver to the Tenant
     forthwith a copy of the Offer.  The Tenant may exercise this Tenant's Right
     by delivering  notice to that effect to the Landlord on or before 4:00 p.m.
     (Calgary,  Alberta  time) on the third  business day from and including the
     day upon which the Tenant  receives  the Offer.  Within a  reasonable  time
     after the Tenant exercises its Tenant's Right, the Landlord will deliver to
     the Tenant  three copies of a new lease or of a  modification  to the Lease
     incorporating the terms of the Offer. Within 10 calendar days after receipt
     thereof,  and,  in any event,  prior to any  construction  or  construction
     related expenditures (except for the demising walls of the Relevant Portion
     and Landlord  authorized  layout design) and prior to taking  possession of
     the Relevant  Portion,  the Tenant will execute and deliver to the Landlord
     all copies of the document.  Forthwith thereafter the Landlord will execute
     the document and will deliver one copy thereof to the Tenant. This Tenant's
     Right will automatically terminate and have no further force or effect upon
     the  earliest  to occur  of:  (i) the  Tenant  receiving  an Offer  but not
     exercising  the  Tenant's  Right at the time and in the  manner  herein set
     forth,  (ii) the Tenant  defaulting in observing or  performing  any of its
     obligations  under the Lease,  (iii) the Tenant  vacating the Premises,  or
     (iv) February  28th,  2002. If the Tenant  properly  exercises its Tenant's
     Right for part of the Additional  Premises  then,  subject to the preceding
     sentence,  the  Tenant's  Right will remain in effect  with  respect to the
     remainder of the Additional Premises.  The Tenant's Right herein granted is
     subject to any existing  agreements,  rights of refusal or options to lease
     all or part of the Additional Premises.

4. OPTION TO  RENEW


     If the Tenant pays its Rent and  observes or performs  all its  obligations
     under the Lease, duly,  regularly and promptly  throughout the Term, and if
     the Tenant delivers to the Landlord written notice exercising its option to
     renew at least six months prior to the expiry of the Term,  the Tenant will
     have the option to renew the Lease for a further  term of Five (5) years on
     the same terms as are  contained in the Lease,  except for: (i) Basic Rent,
     (ii) this

<PAGE>

                                      - 3 -

     option  to  renew,  and  (iii)  tenant  inducements  or  allowances,   rent
     abatements,  rights of  refusal,  or rights to  additional  space,  or like
     concessions or rights, except to the extent that such concessions or rights
     are specifically  stipulated in the Lease to apply during any renewal term.
     Annual basic rent for the renewal term will be based upon fair market basic
     rent for equivalent,  developed  space at the time of renewal,  except that
     the annual basic rent will not be less than the Basic Rent which the Tenant
     was  obliged  to pay  during  the  last  year of the  Term.  The  time  for
     determining  annual  basic rent for the renewal term will be the four month
     period  immediately  preceding  the expiry of the Term. If the Landlord and
     Tenant  are  unable  to  agree on such  rent at least 30 days  prior to the
     expiry of the Term,  either  of them may  refer the  determination  of such
     annual  basic  rent to  arbitration  under the  arbitration  statute of the
     Province where the Land is located. The arbitrator's  determination will be
     conclusive and binding on the Landlord and Tenant.  The  arbitration  costs
     will be awarded in the  arbitrator's  discretion.  Until the arbitrator has
     determined  such annual basic rent, the Tenant will continue to pay monthly
     instalments  of basic rent in the same  amount it was  paying  prior to the
     expiry of the Term.  Forthwith after the  arbitrator's  determination,  the
     Tenant will pay to the Landlord the difference,  if any,  between the basic
     rent  instalments  which  it has  then  paid to date  and  the  basic  rent
     instalments pursuant to such determination.

<PAGE>

                                   SCHEDULE B
 Attach floor plan of Premises.

                                   [GRAPHIC OF
                               PLAN OF LEASE AREAS
                            "340 - 12TH AVENUE S.W."
                                 CALGARY, ALTA.
                                   10TH FLOOR]

<PAGE>

                                   SCHEDULE C

                        VARIABLE OPERATING COSTS EXAMPLE

         A building's occupancy level fluctuates from time to time, but cleaning
is  normally  performed  only for  occupied  space.  So,  cleaning is a variable
Operating Cost.

If:

         (a)   the  building's  rentable area is 50,000 square feet;

         (b)   average occupancy is 30,000 square feet (60%);

         (c)   average vacancy is 20,000 square feet (40%);

         (d)   actual cleaning cost is $40,000;  and

         (e)   95% of rentable area is 47,500 square feet;

and if the cleaning cost is not adjusted to a 95% level, then the Landlord would
be obliged to pay $16,000  (40% of  $40,000),  even though  vacant  space is not
normally  cleaned,  and the  tenants  would be  obliged to pay  $24,000  (60% of
$40,000),  even though the tenants  receive most of the advantage from cleaning.

         However,  given those same facts,  if the  cleaning  cost of $40,000 is
adjusted to $63,334 ($40,000 divided by 30,000 square feet x 47,500 square feet)
then the  tenants  would be  obliged to pay  $38,000  (60% of  $63,334)  and the
Landlord  would be obliged to pay $2,000  (being the actual cost of $40,000 less
the $38,000 paid by the tenants).  This calculation  results in a more equitable
allocation,  as the tenants are now paying most of the cost of the service  they
are consuming and the Landlord is paying for any cleaning that may  occasionally
be required for vacant space.

<PAGE>

                                   SCHEDULE D

                                   REGULATIONS

DEFINITIONS             1. Initially capitalized terms in these regulations will
                        have  the  same  meanings  as in  the  Lease  except  if
                        otherwise defined herein.

ACCESS AND EXIT         2. Tenants or occupants in the Building ("Tenants") will
                        not obstruct or use the sidewalks,  driveways,  entries,
                        corridors, elevators, or staircases except for accessing
                        or  exiting  to or from  their  premises.  The  Landlord
                        reserves  control of all parts of the Building  used for
                        the common benefit of Tenants, as it may deem advisable,
                        but will not unduly  impair  accessing  or exiting to or
                        from premises. Tenants will shut off lights when leaving
                        their premises after normal business hours.

FIRE EXITS              3. Tenants will not use the fire exits except in case of
                        emergency,  except if the  Landlord  designates  same as
                        normal exits.

FIRE  EVACUATION        4.   Tenants  will  comply  with  all  fire  safety  and
                        PROCEDURES  AND   evacuation   procedures  the  Landlord
                        imposes from time to FIRE DOORS time.  The Landlord from
                        time to time may install doors in the exterior  walls of
                        premises   necessary   to   comply   with   the   lawful
                        requirements of any Government Body. The Tenants and the
                        Landlord may use such doors in case of emergency.

SECURITY                5. The  Landlord may lock the  Building  entrance  doors
                        except  during  Normal  Business   Hours.   All  persons
                        entering or leaving the Building  except  during  Normal
                        Business Hours will register,  if required,  in the book
                        kept by the Landlord at or near the night entrance.  The
                        Landlord  may  prevent  any person  from so  entering or
                        leaving unless that person has a key or card access pass
                        to the  elevator  and/or the  premises to which he seeks
                        entrance and a pass in a form  approved by the Landlord.
                        Any persons  found in the Building  except during Normal
                        Business  Hours  without  such  keys and  passes  may be
                        subject to surveillance by the Landlord's  employees and
                        agents  and  may be  required  to  leave  the  Building.
                        Tenants will be responsible  for securing their premises
                        and, if required, for locking Building entrance and exit
                        doors when entering or leaving the Building.

WINDOWS                 6. Windows that reflect or admit light into the premises
                        of Tenants  will not be covered  or  obstructed,  and no
                        awning  will  be put up  over  any  window  without  the
                        Landlord's consent.  Tenants will permit window cleaners
                        to clean office windows during or after Normal  Business
                        Hours.  Tenants will not place  anything on the Building
                        windows or projections,  and will not throw anything out
                        of  the  windows  or  doors  or  down  the  passages  or
                        skylights  of the  Building.  The  lining of all  window
                        coverings   facing  the  interior  surface  of  exterior
                        windows will be subject to the Landlord's  consent as to
                        colour,  material and type.  Tenants will not hang,  and
                        will  remove,   any  window   coverings  which,  in  the
                        Landlord's  opinion,  do not conform to a uniform scheme
                        of window coverings established for the Building.

WASHROOMS               7.  Tenants  will not use  washrooms,  plumbing or other
                        apparatus  for any purpose  except  those for which they
                        were  constructed,  and  will  not  put  any  sweepings,
                        rubbish,  rags, ashes, or other substances therein. Each
                        of the Tenants will

<PAGE>
                                    - 2 -

                        pay the cost of any damage resulting thereto from misuse
                        by it.  Tenants  will not let water run unless in actual
                        use.

DIRECTORY BOARD         8.  Tenants,  at their cost,  may have their names shown
                        upon the Building's  directory  board,  but the Landlord
                        may design the style and  regulate  the  content of such
                        identification  and allocate the space on the  directory
                        board for each of the Tenants.

MAIL                    9.  Tenants  may use mail  chutes  and mail boxes in the
                        Building  at their own risk.  The  Landlord  will not be
                        liable for any loss or damage  resulting  from such use.


USE OF PREMISES         10.  Tenants  will not  permit  any  person to use their
                        premises for sleeping apartments, for residential or any
                        immoral  or  unlawful  purpose,  or  to  store  personal
                        effects or articles not required for business  purposes.

COOKING                 11.  Tenants  will  not  permit  any  cooking  in  their
                        premises without the Landlord's consent.

FOOD SERVICES           12. Tenants will not grant any concession,  licence,  or
                        permission to sell or to take orders for food, services,
                        or  merchandise  and  will not  install  or  permit  the
                        installation  or use of any  machine  or  equipment  for
                        dispensing merchandise, food, or beverages, and will not
                        permit  the  preparation,   serving,   distribution,  or
                        delivery of food or beverages  in their  premises or the
                        Building without the Landlord's  consent,  and then only
                        in  accordance  with   arrangements   the  Landlord  may
                        prescribe. Only persons approved by the Landlord will be
                        permitted  to serve,  distribute,  or  deliver  food and
                        beverages  within the Building or to use any public area
                        for that  purpose.

PETS AND                13.  Tenants  will  not  bring  into or  keep  in  their
BICYCLES                premises  or  the  Building  any   bicycles,   vehicles,
                        animals, birds, or other pets.

SOLICITING              14. Canvassing, soliciting, and peddling in the Building
                        are  prohibited,  and Tenants will  co-operate  with the
                        Landlord to prevent same.

EQUIPMENT,              15.  Tenants  will not bring in or take  out,  position,
SAFES,                  construct,  install,  or move any safe,  large  business
MECHANICAL              machine,  or other heavy  office  equipment  without the
DEVICES                 Landlord's consent. In giving such consent, the Landlord
AND FREIGHT             may prescribe the permitted  weight and position of such
                        safes, business machines, or equipment,  and the use and
                        design of planks,  skids, or platforms to distribute the
                        weight.  Tenants will move heavy equipment in and out of
                        their  premises only after giving notice to the Landlord
                        and only as required by the  Landlord.  The Landlord may
                        inspect any freight.  Except for  electric  typewriters,
                        small adding  machines,  and small  personal  computers,
                        Tenants,  without the Landlord's consent,  will not keep
                        or install  any  machines  in their  premises  which are
                        driven by electricity or which generate any heat.

FURNITURE  AND          16.  Tenants  will not bring  into or remove  from their
EFFECTS                 premises any furniture,  effects, or supplies, except at
                        such  times,  in such  manner and by such  routes as the
                        Landlord may approve.

HAND TRUCKS             17. Any hand trucks,  carryalls,  or similar  appliances
                        used in the Building will be equipped with rubber tires,
                        side guards,  and such other  safeguards as the Landlord
                        may require.

ELECTRICAL              18.  Tenants will not obstruct or interfere  with access
                        to CLOSETS AND ducts or janitor and  electrical  closets
                        in their  premises.  HVAC If Tenants have  carpeted over
                        the ducts, or otherwise  obstructed access to same, they
                        will pay the Landlord's costs of providing access to the
                        ducts.  Tenants will not leave  anything on any radiator
                        or induction unit.

<PAGE>
                                     - 3 -

WIRING                  19. Tenants will not mark, paint,  drill into, or in any
                        way  deface  the walls,  ceilings,  partitions,  floors,
                        wood, stone or ironwork.  Boring,  cutting,  coring,  or
                        stringing  wires or pipes will not be permitted,  except
                        with the Landlord's  consent,  and as it may direct.  If
                        any of the  Tenants  desire  telegraphic  or  telephonic
                        connections,  the Landlord  reserves the right to direct
                        electricians  as to where  and how the  wires  are to be
                        introduced,  and the type of  wires,  and  without  such
                        directions no borings,  cutting or coring for wires will
                        occur.  No other  wires  or  pipes  of any kind  will be
                        introduced without the Landlord's consent. MUSIC AND 20.
                        Tenants will not operate any musical or  sound-producing
                        SOUND  instruments or devices  outside their premises or
                        inside  their  premises  which  may  be  heard  outside.
                        Tenants  will  not  install  any  radio  or   television
                        antennae,  loud speakers,  sound amplifiers,  or similar
                        devices on the roof or exterior walls of the Building.


GLASS,  LOCKS           21.  Tenants  will keep  whole  all  glass,  locks,  and
AND TRIMMINGS           trimmings  in or upon  the  doors or  windows  affording
                        access  to  or  admitting  light  into  their  premises.
                        Whenever  any  part  thereof  is  broken,  Tenants  will
                        immediately  cause the same to be replaced or  repaired,
                        by some person or persons  approved by the Landlord,  to
                        the Landlord's satisfaction, and the Tenants responsible
                        will pay the cost of such replacement.

LOCKS/ACCESS            22.  Tenants  will not place or keep on any door leading
CARDS                   into or inside  their  premises  any lock or bolt except
                        such locks or bolts which  permit all doors to be on the
                        Landlord's  master  or  sub-master  key or  access  card
                        system.   Tenants   will  not  change   locks  or  their
                        mechanisms without the Landlord's consent.  Tenants will
                        give the  Landlord a key and  access  card to all locks.
                        Tenants  will  report the loss of any key or access card
                        to the Landlord without delay. On request,  Tenants will
                        give the  Landlord a list of any people who have keys or
                        access cards. Tenants will not give keys or access cards
                        to any persons except staff members.

CARETAKING              23. Tenants will permit the janitor,  caretaker, or such
                        other person or persons as the  Landlord may  designate,
                        to take charge of and clean their  premises  before 8:00
                        a.m. and after 5:00 p.m.

INTERIOR                24. The design criteria for the interior climate control
CLIMATE CONTROL         system  will  be  based  on  the  normal   criteria  for
DESIGN CRITERIA         comparable  systems in comparable  buildings,  including
                        normal occupancy per square foot and normal distribution
                        of offices per square foot, the electric power consumed,
                        the installation of partitions or other separations only
                        in  locations  which do not  interfere  with the  proper
                        operation of the climate control system, and the closing
                        of window  coverings  on  exterior  windows  while  such
                        windows are exposed to direct sunlight.

ADDITIONAL              25. Any services or  supervision  the Landlord  provides
SERVICES                under  these  regulations  to specific  Tenants  will be
                        Additional  Services.  The Landlord's  costs thereof and
                        any costs  specific  Tenants  are  obliged  to pay under
                        these  regulations  will  be  included  in the  Cost  of
                        Additional Services to those specific Tenants.

NAME OF                 26.  Tenants  will  use  the  Building  name  which  the
BUILDING                Landlord  designates  from time to time, but not for any
                        purpose except their business address.

<PAGE>
                                   SCHEDULE E

Description of Land:

Legal Description: Plan C, Calgary
                   Block 84
                   Lots 44 to 48, inclusive

Municipal Address: 340 - 12th Avenue S.W.
                   Calgary, Alberta

<PAGE>
                                  SCHEDULE "F"
                                  [GRAPHIC OF
                            PART OF 10TH FLOOR PLAN
                             340 - 12TH AVENUE S.W.
                       1997 EXPANSION AND RENOVATION FOR:
                                   YELLOWBIRD
                               PRODUCTS LIMITED]