889 WEST PENDER STREET
                                  VANCOUVER, BC
                                 LEASE AGREEMENT
                                     BETWEEN
                      S & B OCTAGON PROPERTIES CANADA LTD.
                                  ("LANDLORD")
                                       AND
                       QUOTESCANADA FINANCIAL NETWORK INC.
                                   ("TENANT")

COLLIERS  MACAULAY  NICOLLS  INC.
("Agent")

15th  Floor,  200  Granville  Street
Vancouver,  BC  V6C  2R6


<PAGE>

                                TABLE OF CONTENTS

SECTION     PAGE

ARTICLE  1  -  DEMISE  AND  TERM     3

     1.1  Demise  and  Term     3
     1.2  Delay  in  Occupancy     3
     1.3  Early  Possession     3

ARTICLE  2  -  RENTAL     3
     2.1  Rental     3
     2.2  Tenant's  Portion     4
     2.3  Payment  of  Rental     4
     2.4  Reporting  of  Costs     4
     2.5  Rental  For  Irregular  Periods     5
     2.6  Waiver  of  Offset     5
     2.7  Rent  Per  Square  Foot     5
     2.8  Deposit  Paid  By  Tenant     5

ARTICLE  3  -  COMPLETION  AND  ACCEPTANCE  OF  LEASED  PREMISES     5
     3.1  Completion  of  Improvements     5
     3.2  Acceptance  of  Leased  Premises     5

ARTICLE  4  -  LANDLORD'S  COVENANTS     5
     4.1     5

ARTICLE  5  -  CONDUCT  OF  BUSINESS     6
     5.1     6

ARTICLE  6  -  REPAIRS     7
     6.1     7
     6.2  Landlord's  Repairs     8
     6.3  Damage  or  Destruction     8

ARTICLE  7  -  ASSIGNMENT  AND  SUBLETTING     9
     7.1     9

ARTICLE  8  -  INSURANCE     9
     8.1     10
     8.2  Landlord  to  Insure     11

ARTICLE  9  -  TENANT  ALTERATIONS     11
     9.1  Painting  and  Decorating     11
     9.2  Landlord's  Property     11
     9.3  Prohibitions     11
     9.4  No  Liens     11

ARTICLE  10  -  PUBLIC  UTILITIES  AND  TAXES     11
     10.1  Public  Utilities  Business  Tax  and  Machinery  Tax     12
     10.2  Payment  of  Taxes     12
     10.3  Allocation  of  Taxes     12

ARTICLE  11  -  EXCLUSION  OF  LIABILITY  AND  INDEMNITY     12
     11.1     12
     11.2  Indemnification     13

ARTICLE  12  -  LANDLORD'S  RIGHTS  AND  REMEDIES     13
     12.1  Default     13
     12.2  Bankruptcy     13
     12.3  Payment  of  Landlord's  Expenses     13
     12.4  Landlord's  Right  to  Relet     13
     12.5  Right  of  Landlord  to  Perform  Tenant's  Covenants     14
     12.6  Interest  on  Arrears     14
     12.7  Right  of  Landlord  to  Seize     14
     12.8  Non-Waiver     15
     12.9  Remedies  Cumulative     15

ARTICLE  13  -  MORTGAGES  AND  ASSIGNMENT  BY  LANDLORD     15
     13.1  Sale  or  Financing  of  Building     15
     13.2  Subordination     15
     13.3  Certificate     15
     13.4  Registration     15
     13.5  Assignment  By  Landlord     15

ARTICLE  14  -  OVERHOLDING  TENANT     16
     14.1  No  Tacit  Renewal     15

ARTICLE  15  -  LEGAL  RELATIONSHIP     15
     15.1  No  Partnership     16
     15.2  Several  Tenants     16
     15.3  Successors,  Etc.     16

ARTICLE  16  -  NOTICE     16
     16.1  Notice     16

ARTICLE  17  -  GENERAL  CONDITIONS     16
     17.1  Garbage,  Debris,  Refuse     16
     17.2  Compliance  With  Laws     16
     17.3  Nuisance     17
     17.4  Rules  and  Regulations     17
     17.5  Delivery  of  Possession     17
     17.6  Service  Interruptions     17

<PAGE>
SECTION     PAGE

ARTICLE  18  -  MISCELLANEOUS  PROVISIONS     17
     18.1  No  Offer     17
     18.2  Management  of  Building     17
     18.3  Showing  Leased  Premises     17
     18.4  Option  to  Renew     18
     18.5  Tenant  Information  Guideline     18
     18.6  Time  of  Essence     18
     18.7  Captions     18
     18.8  Governing  Law     18
     18.9  Stratification     18
     18.10  Entire  Agreement     18
     18.11  Area  Certification     18
     18.12  Improvements     18
     18.13  Landlord's  Work     18
     18.14  Leasehold  Improvements     19

ARTICLE  19  -  DEFINITIONS     19
     19.1     19

ARTICLE  20  -  GUARANTEE     21

ARTICLE  21  -  ADDITIONAL  CLAUSES
     21.1  Early  Termination     21
     21.2  Early  Access     21
     21.3  Surrender  of  Lease  for  Suite  701     21

SCHEDULE  "A"  -  PLAN  OF  PREMISES     1
SCHEDULE  "B"  -  DESCRIPTION  OF  LEASED  PREMISES     1
SCHEDULE  "C"  -  RULES  AND  REGULATIONS     1
SCHEDULE  "D"  -  TENANT  INFORMATION  GUIDELINE     1

     I.  GENERAL     1
     II.  Base  Building  Construction     2
     III.  Tenant  Drawing  Requirements     3
     IV.  The  Tenant  Contractor(s)  Requirements     4
     V.  Building  Services  Fee     6
     VI.  Landlord's  Base  Building  and  Finishes     7
     VII.  Tenant  Construction  Standards     11
     VIII.  Interior  Design  Guide     12

<PAGE>

THIS  AGREEMENT  dated  the  9th  day  of  November,  1999.

BETWEEN:     S  &  B  OCTAGON  PROPERTIES  CANADA  LTD.,  a body corporate, duly
incorporated  under  the  laws  of  the Province of British Columbia, having its
registered  and  records offices at Suite 308, 650 West 41st Avenue, in the City
of  Vancouver,  in  the  Province  of  British  Columbia,  V5Z  2M9
(hereinafter  called  the  'Landlord")          OF  THE  FIRST  PART

AND:     QUOTESCANADA FINANCIAL NETWORK INC., DOING BUSINESS AS EARTHRAMP.COM, a
business  having  an  office  at  #701  - 889 West Pender Street, in the City of
Vancouver,  in  the  Province  of  British  Columbia,  V6B  1N2
(hereinafter  called  the  "Tenant")          OF  THE  SECOND  PART

                           ARTICLE 1 - DEMISE AND TERM

1.1     DEMISE  AND  TERM

In  consideration of the rents, covenants and agreements contained in this Lease
which  rents, covenants and agreements are to be paid, observed and performed by
the Tenant, the Landlord does hereby demise and lease unto the Tenant the Leased
Premises,  as described on Schedule "B" attached hereto, TO HAVE AND TO HOLD for
and  during  the  Term  of three (3) years commencing the 1st day of April, 2000
(the  "Commencement  Date"),  and terminating the 31st day of March, 2003 unless
sooner terminated as hereinafter provided. The terms and conditions of the Offer
to  lease  dated  the 10th day of December, 1999 between the Landlord and Tenant
shall not merge but shall form a part of this Lease, provided always that in the
event  of a conflict between this Lease and the Offer to Lease, the latter shall
prevail.

1.2     DELAY  IN  OCCUPANCY

The  Landlord  shall not be liable for any loss, injury, damage or inconvenience
which the Tenant may sustain by reason of the failure of the Landlord to deliver
the  Leased  Premises  ready  for  occupancy  on  the  Commencement  Date.

1.3     EARLY  POSSESSION

The  Tenant  may,  if  it  desires,  but  only with the Landlord's prior written
approval,  begin  to  use and occupy the Leased Premises or portions thereof for
office  purposes  as  such  premises  become  ready  for  occupancy prior to the
Commencement  Date,  and the Tenant shall pay an occupation rent to the Landlord
for  such  use  and  occupancy.  Such occupation rent shall be calculated on the
basis  of  the  Annual  Rental and all other charges payable by the Tenant under
this  Lease,  and  shall  be  proportionate  to  the area of the Leased Premises
occupied. Possession shall be subject to the terms and conditions of this Lease,
except  to  the extent that such terms and conditions are inconsistent with this
clause.

                               ARTICLE 2 - RENTAL

2.1     RENTAL

The  Tenant  covenants and agrees to pay to the landlord, or as the Landlord may
in  writing  direct,  in  lawful  money  of Canada, on the days and at the times
hereinafter  specified, rental and the applicable Federal Goods and Services Tax
(the  "GST")  thereon  which  shall  be  the  aggregate of the sums specified in
clauses  (a)  through  (c)  below:

(a)     Annual  Rent

A  rental  per  annum  during each year of the Term beginning from April 1, 2000
payable in equal monthly installments on the first day of each month in advance,
all  as  set  out  in  the  table  below:

       Year of Term     Per Sq.Ft.     Annual Rent     Monthly Installment
       ------------     ----------     -----------     -------------------
                   1-3     $11.00     $20,900.00     $1,741.66

(b)     Additional  Rental

TOGETHER  WITH,  in  each  year of the Term the Tenant's portion of the Building
Operating  Cost  and  Municipal  Tax  Cost.

TOGETHER WITH the Tenant's proportionate share of Office Operating Costs and any
applicable  Federal  GST  thereon.

TOGETHER WITH, in each year of the Term, the Tenant's proportionate share of any
Office  Municipal  Tax  cost.  Should  the  City of Vancouver render assessments
directly  to  the  Tenant,  any  payment shall be made by the Tenant to the City
accordingly.

2.2     TENANT'S  PORTION

The  Tenant's  portion of the Costs described in Article 2.1(b) shall be the sum
which  is  equal  to the aggregate of the said costs multiplied by the fraction,
the numerator of which is the Area of the Leased Premises and the denominator of
which  is  the  Gross  office  Leasable  Area.

2.3     PAYMENT  OF  RENTAL

The  items  of rental provided for in this Article 2 shall be paid by the Tenant
as  follows:

(a)     Annual  Rent

The  first  monthly installment of Annual Rent shall be paid by the Tenant on or
before the Commencement Date.  Where the Commencement Date is the first day of a
calendar  month  such  installment shall be in respect of such month.  Where the
Commencement  Date  is  not  the  first  day of a calendar month, rental for the
period  from the Commencement Date to the first day of the next ensuing calendar
month  shall  be pro rated on a per them basis and paid on the first day of such
month  and  the installment of Annual Rent paid upon the Commencement Date shall
be  in respect of the Annual Rent for the first full calendar month of the Term;
thereafter  in  either  case  subsequent  monthly  installments shall be paid in
advance  on  the  first  day  of  each  ensuing  calendar month during the Term.

(b)     Additional  Rental  Payments
The amount of Additional Rental which the Tenant is to pay shall be estimated by
the  Landlord  for  such period as the Landlord may determine from time to time.
The  Tenant agrees to pay to the Landlord such amount in monthly installments in
advance  during  each  such  period on the dates and at the times for payment of
Annual  Rent provided for in this Lease; and an adjustment made, if necessary in
accordance  with  Article  2.4.

2.4     REPORTING  OF  COSTS

Within  ninety  (90)  days  after the end of each Lease Year, the Landlord shall
furnish  to  the  Tenant  a  Statement of the actual Building Operating Cost and
Municipal  Tax  Cost  during  such  Lease Year and the Tenant's portion there of
determined pursuant to this Article showing in reasonable detail the information
relevant and necessary to the exact calculation of these amounts.  If the amount
payable  by  the  Tenant  as shown on such Statement is greater or less than the
aggregate  of  amounts paid on account of Additional Rental by the Tenant to the
Landlord  for  such  lease Year pursuant to Article 2.3(b) the proper adjustment
shall  be  made  within fourteen (14) days after delivery of the Statement.  Any
payment  made by the Landlord or made by the Tenant and accepted by the Landlord
in  respect  of any adjustment made hereunder, shall be without prejudice to the
right of the Landlord to claim a readjustment provided such claim is made within
twelve  (12)  months  from  the date of delivery of the Statement referred to in
this paragraph.  If for any reason beyond the Landlord's control the landlord is
unable  to deliver the Statement hereinbefore referred to within the said period
of  ninety  (90)  days,  the  landlord shall take all reasonable steps as may be
necessary to deliver such Statement as soon thereafter as is reasonably possible
and  the  failure  to  provide  such  Statement within the said period shall not
entitle  the Tenant to withhold any sum payable to the Landlord hereunder, or to
claim  damages  from  the  Landlord.

2.5     RENTAL  FOR  IRREGULAR  PERIODS

All  rental  reserved  herein, including, without limiting the generality of the
foregoing  the  Additional Rental shall be deemed to accrue from day to day, and
if  for  any  reason it shall become necessary to calculate rental for irregular
periods  of  less  than one (1) year an appropriate pro-rata adjustment shall be
made  on  a per them basis in order to compute rental for such irregular period.

2.6     WAIVER  OF  OFFSET

The  Tenant  hereby waives and renounces any and all existing and future claims,
offsets  and  compensation against any rental or other amounts due hereunder and
agrees  to  pay such rental and other amounts regardless of any claim, offset or
compensation  which  may  be  asserted  by  the  Tenant  or  on  its  behalf.

2.7     RENT  PER  SQUARE  FOOT

The Annual Rent as set out in sub-clause 2.1(a) is calculated by multiplying the
Rent  per  Square  Foot  by  the  estimated  number of square feet in the Leased
Premises determined from the plan attached as Schedule "A".  After construction,
the  Area of the Leased Premises shall be certified pursuant to clause 18.11 and
the  Annual  Rent calculated accordingly, the amounts of Annual Rent and Monthly
Installment  shown  in  sub-clause  2.1(a)  shall be deemed to have been amended
accordingly,  and  an  adjusting  payment  shall  be made by the Landlord or the
Tenant  as  the  case  may  be.

2.8     DEPOSIT  PAID  BY  TENANT

The  Tenant  agrees  that the Landlord, upon execution of this Lease, may retain
the sum of One Thousand Five Hundred Eighty-Three and 15/100 Dollars ($1,583.15)
remaining  from the Tenant's deposit on Suite 701, to be applied as a portion of
the  last  months  gross  rents  under  this  Lease.

                           ARTICLE 3 - COMPLETION AND

                          ACCEPTANCE OF LEASED PREMISES

3.1     COMPLETION  OF  IMPROVEMENTS

If  applicable, the Landlord and Tenant each agree to complete in a diligent and
timely  manner  the  improvements  to  the  Leased  Premises  for  which each is
responsible  pursuant to the Offer to Lease made between them and dated December
10,  1999.

3.2     ACCEPTANCE  OF  LEASED  PREMISES

The  opening  by  the Tenant of its business in the Building shall constitute an
acknowledgment  by  the  Tenant  that  the  Leased Premises are in the condition
called  for  by  this Lease and the Landlord has performed all of the Landlord's
work  with  respect  thereto.

                        ARTICLE 4 - LANDLORD'S COVENANTS

4.1

The  Landlord  covenants  with  the  Tenant:

(a)     Quiet  Enjoyment

That  if  the  Tenant  pays  the rent hereby reserved and performs the covenants
herein  on  its part contained, it shall and may peaceably possess and enjoy the
Leased  Premises  for  the  Term  hereby  granted  without  any  interruption or
disturbance  from  the Landlord or any other person or persons lawfully claiming
by,  from  or  under  the  Landlord.

(b)     Interior  Climate  Control

To  provide  to  the  Leased Premises during normal business hours by means of a
system  for  heating and cooling filtering and circulating air, processed air in
such  quantities,  at such temperatures as shall maintain in the Leased Premises
conditions  of  reasonable  temperature  and  comfort  in  accordance  with good
standards  of  interior climate control generally pertaining at the date of this
Lease  applicable  to  normal occupancy of premises for office purposes, but the
Landlord  shall  have no responsibility for any inadequacy of performance of the
said  system  if  this Leased Premises departs from the design criteria for such
system.  If  the use of the Leased Premises does not accord with the said design
criteria  and  changes  in  the system are feasible and desirable to accommodate
such use, the Landlord may, and at the written request of the Tenant shall, make
such  changes  and  the entire expense of such changes will be reimbursed by the
Tenant  to  the  Landlord.

(c)     Elevators

Subject  to  the  supervision  of the Landlord and except when repairs are being
made thereto, to furnish for use by the Tenant and its employees and invitees in
common  with  other  persons  entitled thereto passenger elevator service to the
Leased  Premises.  The  Landlord shall also furnish for the use of the Tenant in
common with others entitled thereto at reasonable intervals and at such hours as
the  Landlord  may  select,  elevator  service  to  the  Leased Premises for the
carriage  of  furniture,  equipment, deliveries and supplies provided that if an
elevator operator is provided by the Landlord for this purpose, the Tenant shall
pay  a  reasonable  rate  for  the  use  of  the  elevator.

(d)     Entrances,  Lobbies

To  permit  the  Tenant and its employees and invitees to have the use in common
with  others  entitled  thereto  of  the  common  entrances, lobbies, stairways,
elevators  and  corridors  of  the Building giving access to the Leased Premises
(subject  to the Rules and Regulations referred to in clause 17.4 and such other
reasonable  limitations  as  the  Landlord  may  from  time  to  time  impose).

(e)     Washrooms

To  permit  the  Tenant  and  its  employees and invitees, in common with others
entitled  thereto  to use the washrooms available to the Leased Premises of each
floor  of  the  Building  upon which any part of the Leased Premises is located.

(f)     Janitor  Service

To  cause  when reasonably necessary from time to time the floors and windows of
the  Leased  Premises  to  be  swept and cleaned and the desks, tables and other
furniture  of  the  Tenant to be dusted all in keeping with a first-class office
building  but  the  Landlord shall not be responsible for any act or omission or
commission  on  the part of the person or persons employed to perform such work;
such  work shall be done at the Landlord's direction without interference by the
Tenant,  its  servants  or  employees.

(g)     Maintenance  of  Common  Area

To  cause  the  elevators,  common  entrances,  lobbies,  stairways,  corridors,
washrooms  and other parts of the Building from time to time provided for common
use  and enjoyment to be swept, cleaned or otherwise maintained substantially in
keeping  with  a  first-class  office  building.

                         ARTICLE 5 - CONDUCT OF BUSINESS

5.1

The  Tenant  covenants  with  the  Landlord  that:

(a)     Use  of  Leased  Premises

The  Tenant  will  not use or occupy the Leased Premises or any part thereof for
any  purpose  other  than  the  operation  of  an  office for the conduct of the
Tenant's  business.  The  Tenant  shall not, at any time suffer, permit or allow
any  person to occupy the Leased Premises as a residence and this Lease shall be
a  lease  for  commercial  purposes  only.

(b)     Signs  and  Directory

The  Tenant  will  not  erect  or  place,  or suffer to be erected or placed, or
maintain any signs of any nature or kind whatsoever on the exterior walls of the
Building,  on  or  visible  from  the exterior through the windows of the Leased
Premises, without first obtaining the Landlord's written approval and consent in
each  instance.  The  Landlord  shall establish a directory in the main lobby of
the  Building and the Tenant may place its name in such directory at its expense
in  a  design, standard lettering, size and location acceptable to the Landlord.
The  Landlord  may specify standard lettering for signs on or outside the Leased
Premises.

(c)     Control  of  Common  Area

The Landlord will, at all times, have the right of control over the parts of the
Building  provided  for common use and enjoyment.  Such control applies to signs
on the interior of and visible from the exterior of the Leased Premises, as well
as  use  made of entrances and lobbies, and the Landlord shall have the right to
close  the  Building  to  the  public  outside  normal  business  hours.

(d)     Floor  Loading

The Tenant will not place a load on a floor which exceeds the load its floor was
designed  to carry having regard to the loading of adjacent areas.  The Landlord
reserves the right to prescribe the location of safes and heavy installations so
as  to  properly  distribute  the  weight  thereof.

(e)     Lighting

For  the  better  appearance  of  the  Building, if the Landlord so requests the
Tenant shall maintain in an operating mode all of the lighting in those portions
of  the Leased Premises within fifteen (15) feet of the exterior of the Building
during such hours as the Landlord may designate for the Tenant and other tenants
similarly  situated  in  the  Building.

                               ARTICLE 6 - REPAIRS

6.1

The  Tenant  covenants  with  the  Landlord  that:

(a)     Tenant's  Repairs

The  Tenant  shall  at  all  times  during the Term at its own cost and expense,
repair,  maintain  and  keep  the  Leased  Premises, all equipment, fixtures and
mechanical,  electrical  and  plumbing  systems  within  the  Leased Premises or
elsewhere if such equipment, fixtures or system are provided exclusively for the
use or benefit of the Leased Premises and any improvements now or hereafter made
to  the  Leased  Premises in good order and repair, as a careful owner would do,
reasonable  wear and tear, and repairs for which the Landlord is responsible for
under  Article  6.2  and damage by Insured Hazards only excepted, and the Tenant
covenants  to  perform  such maintenance to effect such repairs and replacements
and  to decorate at its own cost and expense as and when necessary or reasonably
required to do by the Landlord.  The Tenant will not deposit any material in the
plumbing  system and will maintain it free of obstruction to the trunk servicing
all  office  space.

(b)     Plate  Glass

That  the Tenant shall promptly repair and make whole with materials of at least
equivalent  quality  all  damaged  glass,  plate glass, doors and windows in the
Leased  Premises.

(c)     Landlord's  Examinations  of  Leased  Premises

The  Landlord  and  any  employee,  servant  or  agent  of the Landlord shall be
entitled,  at  any  reasonable  time during normal business hours and during any
emergency,  from  time  to  time,  enter  and  examine the state of maintenance,
repair,  decoration and order of the Leased Premises, all equipment and fixtures
within  the  Leased  Premises  and any improvements now or hereafter made to the
Leased  Premises  and  the Landlord may give notice to the Tenant requiring that
the  Tenant  perform  such  maintenance  or  effect such repairs replacements or
decorations  as  may  be  found  necessary  from  such  examination.

(d)     Repair  at  End  of  Term

At  the  determination  of  this  Lease  (unless  the  Term is terminated by the
Landlord  pursuant  to  Article  6.3(b), the Tenant will deliver to the Landlord
vacant  possession  of  the  Leased Premises in condition in which the Tenant is
required  to  maintain  the  Leased  Premises.

(e)     Landlord's  Right  to  Enter  for  Repair

The servants, agents and representatives of the Landlord shall have the right to
enter the Leased Premises at all times during business hours to make alterations
or repairs as they shall deem necessary for the safety or preservation or proper
administration  or  improvement  of  the  Leased  Premises,  the Building or any
premises  adjoining  the  Leased  Premises.

6.2     LANDLORD'S  REPAIRS

The  Landlord  covenants  with  the  Tenant to repair, normal wear and tear only
excepted,  the roof, foundations, sub-floors and outer walls of the Building and
the  mechanical  and  electrical  works  included within the Building for use in
common by the tenants.  The costs of all such work other than structural repairs
shall  be  part  of  Building  Operating  Costs.

6.3     DAMAGE  OR  DESTRUCTION

(a)     Partial

In  the  event  of  damage  to or destruction of the Building so that the Leased
premises  are  wholly  or partially unfit for the business of the Tenant for any
period  in  excess  of  ten  (10)  days,  the  Leased  shall not be rescinded or
terminated  but  the  Annual  Rental  provided  to  be  paid  hereunder  or  a
proportionate  part  thereof  shall be abated until the Building shall have been
rebuilt  or  the  Leased  Premises  made  fit  for  the  business of the Tenant,
whichever  is  earlier.  Such abatement shall be proportional to the area of the
Leased  Premises reasonably decided by the Landlord to be unfit for the purposes
permitted  hereunder  for  the  Tenant.

(b)     Total

In  the event of destruction of the Building or damage to fifty percent (50%) or
more  of  the floor area of the Building, whether or not the Leased Premises are
damaged,  the  Lease  may  be  terminated, at the option of the Landlord, by the
Landlord  giving  to the Tenant, within ninety (90) days after the occurrence of
such  damage  to  or  destruction  of  the  Building  notice  in  writing of the
termination  of  the Lease and thereupon rental and all other payments for which
the  Tenant  is liable under the Lease shall be apportioned and paid to the date
of termination (subject to any abatement under 6.3(a)) and the Tenant shall upon
receipt  of  such  notice make the payment required and deliver up possession of
the  Leased  Premises  to the Landlord as soon as reasonably possible but in any
event  within  forty-five  (45)  days;  provided, however, that such termination
shall  not  affect  the  obligations  of  the  Tenant,  or  any guarantor of the
obligations  of  the  Tenant,  to  the  Landlord arising from obligations of the
Tenant  existing  prior  to  the  date  such  notice  of  termination  is given.

(c)     The  Building,  for the purposes of this Article 6.3 shall be deemed not
to include the improvements installed in the Leased Premises by the Tenant.  The
certificate  of  the Landlord certifying that damage or destruction has occurred
to  the  extent  set  out  in Article 6.3 shall be binding and conclusive on the
Tenant.

(d)     Expropriation

In  the  event  that  at  any  time prior to or during the Term of the Lease the
Leased  Premises  are  acquired  or  expropriated  by  any  lawful expropriating
authority  or  authorities,  then,  in  any of such events, at the option of the
Landlord,  this  Lease shall cease and terminate as of the date of title vesting
in  such  proceeding and the Tenant shall have no claim against the Landlord for
the  value  of  any  unexpired  Term  of  this  Lease  or for damages or for any
unexpired  portion  of  the  Term of this Lease or for damages or for any reason
whatsoever.  In  the  event  that not all of the Leased Premises are taken, this
Lease shall continue in full force and effect.  Both the Landlord and the Tenant
agree  to cooperate one with the other in respect of any expropriation of all or
any  part  of  the Leased Premises or the Building, so that each may receive the
maximum  award  in  the case of any expropriation to which they are respectively
entitled in law.  In the event and to the extent that any portion or portions of
the Building other than the Leased Premises shall be expropriated, then the full
proceeds  accruing  therefrom or awarded as a result thereof, shall enure to the
benefit  of,  and  belong  to  the  Landlord.

                      ARTICLE 7 - ASSIGNMENT AND SUBLETTING

7.1

The  Tenant  covenants  with  the  Landlord  that:

(a)     Not  to  Assign

The  rights of the Tenant under this Lease shall not be transferred, assigned or
sold  and  the  Tenant  shall  not  sublet  the  whole or any part of the Leased
Premises  nor  grant  any  concession  or  license within or with respect to the
Leased  Premises  to  any party without in any case the prior written consent of
the  Landlord.  The  Landlord may require as a condition of its consent that the
party  to  who  rights are to be granted enter into a covenant with, and in form
satisfactory to, the Landlord, to perform, observe, keep and fulfill each of the
obligations  of  the  Tenant  hereunder.  Notwithstanding any such consent being
given  by  the Landlord and such transfer, assignment, sale, subletting or grant
being effected, the original Tenant hereunder shall remain bound to the Landlord
for  the  fulfillment  of  all  of its obligations hereunder.  No consent by the
Landlord hereunder shall be construed to mean that the Landlord has consented or
will consent to any further transfer, assignment, sale, subletting or grant, and
the  acceptance of rent from or the performance of any obligation hereunder by a
person  other  than  the  Tenant  shall  not  be construed, in the absence of an
express  consent  of the Landlord, as an admission by the Landlord of any right,
title  or  interest  of  such  person  as  a  transferee, assignee, subtenant or
otherwise  in  the  place  of  or  from  the  Tenant.  If the Landlord shall not
exercise  its  first  right of refusal set out below consent hereunder shall not
unreasonably  be  withheld;

(b)     Change  in  Control  of  Tenant

If  the  Tenant Is a private corporation and if by the sale or other disposition
of  its  shares  or  securities  the control of the beneficial ownership of such
corporation  is  changed at any time after the execution of this Lease or during
the  Term,  such  change shall be deemed to be an assignment of the Lease within
the meaning of this Article.  If such control or beneficial ownership Is changed
without  the  prior  written  consent  of the Landlord, the Landlord may, at its
option,  cancel  the  Lease and the Term hereby granted upon the giving of sixty
(60) days notice to the Tenant of its intention to cancel and this Lease and the
Term  shall  thereupon  be  cancelled;

(c)     First  Right  of  Refusal

If  the Tenant requests the Landlord's consent to an assignment of this Lease or
to  a  subleasing  of  the  whole or any part of the Leased Premises, the Tenant
shall submit to the Landlord the name of the proposed assignee or subtenant, the
most recent financial statement of the proposed assignee or subtenant, the terms
and  conditions of such assignment or subletting, and any further information as
to  the  nature of its business and its financial responsibility and standing as
the Landlord may reasonably require and shall offer to assign or sublease to the
Landlord  on  the  same terms.  Upon the receipt of such request and all of such
information  from  the Tenant, the Landlord shall have the right, exercisable in
writing  within  fifteen (15) days after such receipt, to accept such assignment
or  sublease  if  the  request  is  to assign this Lease or to sublet all of the
Leased Premises or, if the request is to sublet a portion of the Leased Premises
only,  to  accept  such  assignment or sublease with respect to such portion, in
each  case as of the date set forth in the Landlord's notice of exercise of such
right,  which  shall  be  neither  less  than  sixty (60) days nor more than one
hundred  twenty  (120)  days  following  the  service  of  such  notice;  and

(d)     Surrender

If  the  Landlord  shall exercise the right set forth in the previous paragraph,
the  Tenant  shall  surrender  possession  of  the entire Leased Premises or the
portion  which  is the subject of the right, as the case may be, on the date set
forth in such notice in accordance with the provisions of this Lease relating to
surrender  of  the Leased Premises at the expiration of the Term.  If this Lease
shall  be  assigned  or  sublet as to a portion of the leased Premises only, the
Annual  Rent  and  Additional  Rent  shall  be  abated  proportionately.

                              ARTICLE 8 - INSURANCE

8.1

The  Tenant  covenants  with  the  Landlord  that:

(a)     Tenant  to  Insure

The  Tenant  shall  take  out  and keep in force from the time the Tenant begins
improvements  to  the  Leased Premises or the Commencement Date, whichever first
occurs,  and  thereafter  till  the  end  of  the  Term:

(i)     fire  insurance  with  extended  coverage endorsements and vandalism and
malicious  damages  endorsements,  including water leakage, plus such additional
coverage  as  the  Tenant  may deem necessary; to cover the furniture, fixtures,
equipment,  machinery,  improvements  and  all  other  contents  of  the  Leased
Premises,  for  amounts  sufficient  to  replace  these  items;  and

(ii)     comprehensive  general  liability  insurance in an amount not less than
$1,000,000.00  per  occurrence  inclusive  limits;
and  if  the  Landlord  shall  require  the  same  from  time to time then also:

(iii)     Tenant's fire legal liability insurance in an amount not less than the
actual  cash  value  of  the  Leased  Premises;  and

(iv)     insurance  or  a  maintenance contract upon all plate glass in or which
forms  a  boundary of the Leased Premises in an amount sufficient to replace all
such  glass;

all  in amounts which may be higher than the minimum amounts set out above, with
insurers and with policies satisfactory to the Landlord from time to time.  Each
such  policy shall include the Landlord as a named insured.  The cost or premium
for  each  and  every such policy shall be paid by the Tenant.  The Tenant shall
obtain from the insurers under such policies undertakings to notify the Landlord
in  writing  at  least  thirty (30) days prior to any cancellation thereof.  The
Tenant  agrees  that  if  the  Tenant  fails  to  take out or keep in force such
insurance  the  Landlord  will  have  the  right to do so and to pay the premium
therefor  and  in  such  event the Tenant shall repay to the Landlord the amount
paid as premium, which repayment shall be deemed to be Additional Rental payable
on  the  first day of the next month following the said payment by the Landlord.
The  Tenant  agrees  to provide the Landlord with certificates of such insurance
policies  as  described herein and each renewal and replacement thereof and each
endorsement  thereto.

PROVIDED THAT the Landlord shall not require the same from time to time, if such
insurance  coverage  under an insurance policy for the Building and such cost of
insurance  is  included  in  Building  Operating  Costs.

(b)     Not  to  Affect  Landlord's  Insurance

The Tenant will not upon the Leased Premises do or permit to be done, or omit to
do  anything  which  shall  cause  or  have  the  effect  of causing the rate of
insurance  upon  the Building or any part thereof to be increased above the rate
for  the  least  hazardous  use  or  occupancy  legally  permitted in the Leased
Premises and if the rate is so increased the Tenant shall pay to the Landlord as
Additional  Rental  the  amount  by  which  the  insurance  premiums shall be so
increased.  The  Tenant  will  not  store  or permit to be stored upon or in the
Leased  Premises  anything  of  a dangerous, inflammable or explosive nature nor
anything  which  would  have  the  effect of increasing the Landlord's insurance
costs or of leading to the cancellation of such insurance.  It is agreed that if
any  insurance policy upon the Leased Premises shall be cancelled by the insurer
by reason of the use or occupation of the Leased Premises or any part thereof by
the  Tenant  or  by  any  assignee, subtenant, concessionaire or licensee of the
Tenant, or by anyone permitted by the Tenant to be upon the Leased Premises, and
the  Tenant shall not immediately correct such condition and cause the insurance
to  be  restored  then  the  Landlord  may at its option terminate this Lease by
notice  in  writing  of  such  termination  and  thereupon  rental and any other
payments  for  which  the Tenant is liable under this Lease shall be apportioned
and  paid in full to the date of such notice of termination of the Lease and the
Tenant  shall immediately deliver up vacant possession of the Leased Premises to
the  Landlord.  The  Landlord  may  at any time and at the expense of the Tenant
enter  upon  the  Leased  Premises  and  rectify  the  situation  causing  such
cancellation  or  rate  increase whether notice of termination of this Lease has
given  or  not.  The  Tenant  shall  abide by the requirements of the Landlord's
insurance  companies  having  policies  governing  the  Building  which  are
communicated  to  the  Tenant.

8.2     LANDLORD  TO  INSURE

The  Landlord  covenants  and agrees with the Tenant that throughout the Term of
this  Lease  and  any renewal, it will carry fire insurance with normal extended
coverage  endorsements  in  respect of the Building and improvements (other than
tenants'  improvements)  forming part of the insurance, or such broader coverage
as  the Landlord may from time to time deem necessary to carry for amounts, with
insurers  and  with  policies  which  the  Landlord  in  its  discretion  deems
appropriate  or  adequate.

                         ARTICLE 9 - TENANT ALTERATIONS

9.1     PAINTING  AND  DECORATING

The  Tenant  may  at  any  time  and from time to time at its expense, paint and
decorate  the  interior  of  the  Leased  Premises,  install  trade fixtures and
equipment, and make such changes, alterations, additions and improvements in and
to  the  Leased  Premises,  all as will in the judgment of the Tenant better the
Leased  Premises  for  the  purposes for which the same are permitted to be used
hereunder;  provided,  however,  that  no  changes,  alterations,  additions  or
improvements  to  the  structure,  any perimeter wall, the heating, ventilating,
air-conditioning,  plumbing,  electrical or mechanical equipment or the concrete
floor  or  the  roof  shall  be  made  without  the prior written consent of the
Landlord,  and  without  the use of contractors or other qualified workmen to be
approved by the Landlord.  All changes, alterations, additions and improvements,
whether  structural  or  otherwise,  shall  comply with all applicable statutes,
regulations  or  by-laws  of  any  municipal,  provincial  or other governmental
authority.  The  Tenant  shall  pay  to  the  Landlord the Landlord's reasonable
engineering  fees in reviewing such plans and the amount of the increase for any
action  by  the Tenant pursuant to this paragraph; and the Tenant covenants that
such  insurance shall not thereby be made liable to avoidance or cancellation by
the  insurer  by reason of such changes, alterations, additions or improvements.

9.2     LANDLORD'S  PROPERTY

The  Tenant  agrees  that at the expiration or earlier termination of this Lease
all  changes,  alterations, additions and improvements made to or installed upon
or in the Leased premises whether made pursuant to this Article or otherwise and
which  in  any  manner  are  attached  in,  to, on or under the floors, walls or
ceilings  other  than unattached movable trade fixtures shall remain upon and be
surrendered  to the Landlord with the Leased Premises as a part thereof, without
disturbance, molestation or injury and shall be and become the absolute property
of  the  Landlord  without any payment or indemnity by the Landlord or any third
party  to the Tenant, unless the Landlord shall by notice in writing require the
Tenant to remove any change, alteration, addition or improvement, in which event
the  Tenant  covenants  and  agrees  to remove such item and shall make good any
damage  or  injury  caused to the Leased Premises or the Building resulting from
such  installation  or  removal,  reasonable  wear  and  tear  only  excepted.

9.3     PROHIBITIONS

The  Tenant  shall not make any repairs, opening or additions to any part of the
exterior  of  the Leased Premises, nor place any attachments, decorations, signs
or  displays  in  or  upon  any  area  outside  the  Lease  Premises

9.4     NO  LIENS

The  Tenant  covenants  with  the Landlord that it will not permit, do, or cause
anything  to be done to the Leased Premises during the period of construction or
at  any  other  time  which  would  allow  any  lien,  lis  pendens, judgment or
certificate  of  any court or any mortgage, charge or encumbrances of any nature
whatsoever  to be imposed or to remain upon the Leased Premises or the Building.
In  the  event  of  the  registration  of  any  lien  or  other encumbrance by a
contractor  or  subcontractor of the Tenant, the Tenant shall at its own expense
immediately  cause  the  same  to  be  discharged  and  if  the Tenant shall not
immediately  discharge  the  lien the Landlord may pay such lien and collect the
amount  so  paid  as  rent.

                     ARTICLE 10 - PUBLIC UTILITIES AND TAXES

10.1     PUBLIC  UTILITIES  BUSINESS  TAX  AND  MACHINERY  TAX

The  Tenant  covenants  with the Landlord that the Tenant shall pay promptly for
its  telephone,  for  all  business  taxes, license fees, and all other charges,
taxes,  license  fees  and  rates  levied  or assessed on or in respect of or in
relation  to  the  business carried on by and/or the assets of the Tenant within
the  Leased  Premises  (or  elsewhere  in  the Building) by the Tenant including
Municipal  Taxes  on  improvements  made  by  the  Tenant to the Leased Premises
whether such taxes, licenses, charges or rates are charged to the Landlord or to
the  Tenant.

The Tenant shall pay throughout the Term promptly to the Landlord when demanded:

(a)     the  cost  of electrical light and power supplied to the Leased Premises
monthly  based  on  the electric light and power requirements of the Tenant on a
pro rata basis as determined from time to time during the Term and billed by the
Landlord;

(b)     the  cost  of  cleaning,  maintaining  and servicing in all respects all
electric  lighting  fixtures  in  the  Leased  Premises  including  the  cost of
replacement  of  electric  light  bulbs,  tubes,  starters  and ballasts used to
replace  those  installed  at the commencement of the said Term.  Such cleaning,
maintaining,  servicing  and  replacement shall be within the exclusive right of
the  Landlord.

10.2     PAYMENT  OF  TAXES

The  Landlord  covenants  with the Tenant to pay all Municipal Taxes except hose
covenanted  to  be  paid  by  the  Tenant  hereunder  or by other tenants of the
Building.

10.3     ALLOCATION  OF  TAXES

If a separate allocation of Municipal Taxes is not issued by the relevant taxing
authority  with  respect  to any Tenant improvements to the Leased Premises, the
Landlord or the Tenant may from time to time apply to the taxing authority for a
determination  of  the  portion  of  Municipal Taxes attributable to such Tenant
improvement,  which  determination  shall be conclusive for the purposes of this
Article.  In  the  event  that  no  such  determination may be obtained from the
taxing  authority,  the  Landlord  shall  establish the portion of the Municipal
Taxes attributable to such Tenant improvement using the then current established
principles  of  assessment  used  by  the taxing authority, or such other method
which  is  fair,  reasonable  and  equitable  as  determined  by  the  Landlord.

                ARTICLE 11 - EXCLUSION OF LIABILITY AND INDEMNITY

11.1

It is agreed between the Landlord and Tenant that notwithstanding any negligence
on  the part of the Landlord or any person for whom the Landlord is responsible:

(a)     Tenant's  Property

Excepting  gross  negligence,  the  Landlord, its agents, servants and employees
shall  not  be  liable for damage or injury to any property of the Tenant of the
Building,  even  if  such  property  is  entrusted to the care or control of the
Landlord  or  any  person  for  whom  the  Landlord  is  responsible.

(b)     Personal  or  Consequential  Injury

Excepting  gross  negligence,  the  Landlord, its agents, servants and employees
shall not be liable nor responsible in any way for any personal or consequential
injury  of  any  nature  whatsoever,  including  death,  that may be suffered or
sustained by the Tenant or any other person arising out of or in connection with
the  Leased Premises or the operations of the Tenant of the Building, or for any
loss of or damage or injury to any property belonging to the Tenant or any other
person  while  such  property  is  on  the  Leased Premises.  In particular (but
without  limiting  the  generality  of  the foregoing) the Landlord shall not be
liable  for any damage or damages of any nature whatsoever to any such person or
property  caused by the failure to supply adequate drainage or to remove snow or
ice, or by the interruption of any public utility or service or by steam, water,
rain  or snow which may leak into, issue, or flow from any part of the Building,
but  the  Landlord  after  notice  thereof shall use all reasonable diligence to
remedy  such  condition, failure or interruption of service when not directly or
indirectly  attributable  to  the  Tenant,  when  it  is  within  its  power and
obligation  so  to  do.  The  Tenant  shall  not be entitled to any abatement of
rental  in  respect  of  any such condition, failure or interruption of service.

11.2     INDEMNIFICATION

The  Tenant  covenants  with  the  Landlord  to  indemnify and save harmless the
Landlord  against  and  from  any  and  all  claims,  demands, causes of action,
actions,  proceedings,  losses,  damages,  expenses,  costs  and legal fees on a
solicitor  and  client  basis  which may arise out of or be in any way connected
with  any  errors  or  omissions, negligent conduct or willful misconduct of the
Tenant  and  any  of  its  agents  and  servants.

                   ARTICLE 12 - LANDLORD'S RIGHTS AND REMEDIES

12.1     DEFAULT

If  and  whenever:

(a)     the  rent  hereby  reserved or any part thereof shall not be paid on the
day  appointed  for  payment  thereof,  whether  lawfully  demanded  or  not;

(b)     any  of  the  covenants,  agreements,  provisos, conditions or rules and
regulations  on the part of the Tenant to be kept, observed or performed are not
so  kept,  observed  and  performed;

(c)     the  Leased  Premises  shall be vacated or remain closed for business or
unoccupied  for  fifteen  (15)     days or more while capable of being occupied,
without  the  written  consent  of  the  Landlord;

(d)     the  Leased  Premises shall be used by any person other than the Tenant,
the  Tenant's permitted assigns or permitted sublessee, or for any other purpose
than  that  for  which  the  Leased  Premises  were  let;

(e)     a  receiver  of  the  Tenant's  goods and chattels or leasehold interest
hereunder  shall  be  appointed;

then  and  in  every  such case, it shall be lawful for the Landlord at any time
thereafter with or without process of law and by forcible entry if necessary, to
levy  distress  against  the goods and chattels of the Tenant, and to enter into
and upon the Leased Premises or any part thereof in the name of the whole and to
terminate  this  Lease,  anything  in  this  Lease  contained  to  the  contrary
notwithstanding,  provided  that  the Landlord shall give three (3) working days
notice  of  default  in  writing  to  the  Tenant.

12.2     BANKRUPTCY

If  the Term or any of the goods and chattels of the Tenant shall be at any time
seized  in  execution  or  attachment  by  any  creditor  of the Tenant; or if a
receiver  of  the  Tenant's leasehold interest hereunder is appointed; or if the
Tenant  shall  make any assignment for the benefit of creditors or any bulk sale
or become bankrupt or insolvent, or take the benefit of any Act now or hereafter
in  force  for bankrupt or insolvent debtors; or, if the Tenant is a corporation
and  any  order  shall  be  made  for  the  winding-up  of  the Tenant, or other
termination of the corporate existence of the Tenant; then in any such case this
Lease  shall,  at  the  option of the Landlord, cease and determine and the Term
shall  immediately  become  forfeited and void and the then current month's rent
and  the next ensuing three (3) months Annual Rent and the Landlord's reasonable
estimate of three (3) months Additional Rent shall immediately become due and be
paid  and  the Landlord may immediately claim the same together with any arrears
then  unpaid  and  any other amount owing to the Landlord by the Tenant, and the
Landlord may without notice or any form of legal process forthwith re-enter upon
and  take  possession  of  the  Leased  Premises and remove the Tenant's effects
therefrom,  any  statute  or  law  to  the  contrary  notwithstanding.

12.3     PAYMENT  OF  LANDLORD'S  EXPENSES

If  at  any time the Landlord brings an action for recovery of possession of the
Leased  Premises,  for  the recovery of rental or any other amount due under the
provisions of this Lease, or because of a breach by act or omission of any other
covenant  herein contained on the part of the Tenant, and the Landlord succeeds,
the  Tenant  shall pay to the Landlord all expenses incurred therefor, including
without  limitation,  solicitor  and  client  costs  in  connection  therewith.

12.4     LANDLORD'S  RIGHT  TO  RELET

If  the  Landlord  becomes entitled to re-enter the Leased Premises the Landlord
shall  have  the right, if it thinks fit, to enter the same, as the agent of the
Tenant  either  by  force  or otherwise without being liable for any prosecution
therefor,  and  to relet the Leased Premises or any part or parts thereof as the
agent  and at the risk of the Tenant and to receive the rent therefor. Such rent
shall  be  allocated first to the Landlord's costs of so entering and reletting,
then to interest on sums due by the Tenant to the Landlord hereunder and unpaid,
and  then  to the payment of such unpaid sums. The balance of such rent, if any,
may  be  held  by  the  Landlord as security for the fulfillment of the Tenant's
obligations  hereunder.

12.5     RIGHT  OF  LANDLORD  TO  PERFORM  TENANT'S  COVENANTS

It is hereby expressly understood and agreed that if at any time and so often as
the  same  shall  happen,  the  Tenant  shall  make default in the observance or
performance of any of the Tenant's covenants herein contained, then the Landlord
may,  but  shall  not  be  obligated  so to do, without waiving or releasing the
Tenant  from  its  obligations under the terms of this Lease, itself observe and
perform  the  covenant  or  covenants  in  respect  of which the Tenant has made
default, and in that connection may pay such monies as may be required or as the
Landlord  may  reasonably  deem expedient, and the Landlord may thereupon charge
all  monies  so paid out and expended by it to the Tenant together with interest
thereon  from the date upon which the Landlord shall have paid out the same at a
rate equal to three percent (3%) per annum above the prevailing prime rate being
charged  by  the  Landlord's  principal bank at the time the Landlord shall have
paid out the same, and the Tenant covenants to repay any such monies paid out by
the Landlord as aforesaid, together with interest thereon forthwith on demand as
additional  rent,  and  the Tenant hereby covenants and agrees with the Landlord
that  the Landlord shall have the same rights and remedies and may take the same
steps  for  the  recovery  of  monies so paid out by the Landlord, together with
interest  as  aforesaid  as  the  Landlord  could  have  or might have taken for
recovery  of  rent  In  arrears.

12.6     INTEREST  ON  ARREARS

The  Tenant  shall pay to the Landlord interest at a rate equal to three percent
(3%)  per  annum above the prevailing prime rate being charged by the Landlord's
principal bank on all payments of rent and other sums required to be paid to the
Landlord  under  the  provisions  of this Lease from the date such money becomes
payable  hereunder  until  the  Landlord  is  fully  paid  therefor.

12.7     RIGHT  OF  LANDLORD  TO  SEIZE

The  Tenant waives and renounces the benefit of any present or future law taking
away  or  limiting  the Landlord's rights against the property of the Tenant and
notwithstanding  any  such law, the Landlord may seize and sell all the Tenant's
goods  and  property,  whether  within  the Leased Premises or not and apply the
proceeds  of  such  sale upon rental and all other amounts outstanding hereunder
and upon the costs of the seizure and sale in the same manner as might have been
done  if  such  law  had  not  been passed. The Tenant further agrees that if it
leaves  the  Leased  Premises leaving any rental or other amounts provided to be
paid  under this Lease unpaid, the Landlord, in addition to any remedy otherwise
provided  by law, may seize and sell the goods and chattels of the Tenant at any
place to which the Tenant or any other person may have removed them, in the same
manner  as  if  such  goods  and chattels had remained upon the Leased Premises.

12.8     NON-WAIVER

No  condoning, excusing or overlooking by the Landlord of any default, breach or
non-observance  by  the  Tenant at any time or times in respect of any covenant,
proviso,  condition  or  rule and regulation herein contained shall operate as a
waiver  of  the  Landlord's  rights  hereunder  in  respect of any continuing or
subsequent  default,  breach  or non-observance, or so as to defeat or affect in
any  way  the rights of the Landlord herein in respect of any such continuing or
subsequent default or breach, and no waiver shall be inferred from or implied by
anything  done  or  omitted by the Landlord save only express waiver in writing.

The  acceptance by the Landlord of a part payment of any sum required to be paid
hereunder  shall  not  constitute a waiver or release of its right to payment in
full  of  such  sum.

12.9     REMEDIES  CUMULATIVE

All rights and remedies of the Landlord in this Lease contained, or conferred by
statute  or  common  law,  shall  be  cumulative  and  not  alternative.

                ARTICLE 13 - MORTGAGES AND ASSIGNMENT BY LANDLORD

13.1     SALE  OR  FINANCING  OF  BUILDING

The  rights  of  the  Landlord  under  this  Lease  may  be  mortgaged, charged,
transferred  or  assigned  to  a  purchaser  or  to  a mortgagee, or trustee for
bondholders  and  in the event of a sale or of default by the Landlord under any
mortgage, trust deed or trust indenture and the purchaser, mortgagee or trustee,
as  the case may be, duly entering into possession of the Building or the Leased
Premises,  the  Tenant  agrees  to  attorn  to  and  become  the  Tenant of such
purchaser,  mortgagee  or  trustee  under  the  terms  of  this  Lease.

13.2     SUBORDINATION

This  Lease  is  subject  and subordinate to all mortgages, trust deeds or trust
indentures  granted  by  the     Landlord which may not or at any time hereafter
affect  in  whole  or in part the Leased Premises or the Building and whether or
not  any  such  mortgage,  trust  deed  or trust indenture shall affect only the
Leased  Premises  of  the Building or shall be a blanket mortgage, trust deed or
trust  indenture  affecting  other  premises  as  well. This Lease shall also be
subject  and  subordinate  to  all  renewals,  modifications,  consolidations,
replacements  and  extensions  of  each  such  mortgage,  trust  deed  or  trust
indenture.  In  confirmation  of such subordination and agreement to attorn, the
Tenant  shall  execute  promptly  upon  request by the Landlord any certificate,
instruments  of  postponement  or attornment or other instruments which may from
time  to  time  be requested to give effect thereto; provided that the person in
favour  of  which  such postponement or attornment has been made shall recognize
this  Lease  and  the rights of the Tenant hereunder so long as the Tenant shall
not  be  in  default  of  its  obligations  in  this  Lease.

13.3     CERTIFICATE

Within  ten  (10)  days  after  request  therefor  by  the  Landlord, the Tenant
covenants and agrees with the Landlord to deliver in written from, a certificate
to any proposed mortgagee (including a trustee under a trust deed) or purchaser,
or to the Landlord, certifying as to the then status of this Lease, including as
to whether it is in full force and effect, is modified or unmodified, confirming
the  rental  payable  and the state of accounts between the Landlord and Tenant,
the  existence or non-existence of defaults, and any other matters pertaining to
this  Lease  as  to  which  the  Landlord  shall  request  a  certificate.

13.4     REGISTRATION

The  Tenant covenants and agrees with the Landlord not to register this Lease or
any  offer  to  lease.

13.5     ASSIGNMENT  13Y  LANDLORD

In  the  event of the sale or lease by the Landlord of the Building or a portion
thereof containing the Leased Premises or the assignment by the Landlord of this
Lease  or  any  interest  of the Landlord hereunder, and to the extent that such
purchaser,  lessee  under  such  lease or assignee has assumed the covenants and
obligations  of  the  Landlord  hereunder,  the  Landlord shall, without further
written  agreement,  be  freed and relieved of liability upon such covenants and
obligations.

                         ARTICLE 14 - OVERHOLDING TENANT

14.1     NO  TACIT  RENEWAL

In  the  event the Tenant remains in possession of the Leased Premises after the
end  of  the  Term  and without the execution and delivery of a new lease, there
shall  be  no  tacit  renewal  of  this Lease or the Term hereby granted and the
Tenant  shall  be  deemed  to  be occupying the Leased Premises as a Tenant from
month  to  month,  at a monthly rent payable in advance on the first day of each
month  equal  to  the  sum  of:

(a)     12.5% of the portion of Annual Rent payable during the last month of the
Term;

(b)     a  proportionate  part  of  the  Additional  Rent;
and  otherwise  upon the terms, conditions and provisos as are set forth in this
Lease  insofar  as  the  same  are  applicable  to  a  month  to  month tenancy.

                         ARTICLE 15 - LEGAL RELATIONSHIP

15.1     NO  PARTNERSHIP

It  is understood and agreed that nothing contained in the Lease nor in any acts
of  the  parties  hereto  shall be deemed to create any relationship between the
parties  hereto  other  than  the  relationship  of  landlord  and  tenant.

15.2     SEVERAL  TENANTS

Should  the Tenant comprise two or more persons each of them and not one for the
other  or others, shall be jointly and severally bound with the other or others,
for  the  due  performance  of  the  obligations  of the Tenant hereunder. Where
required  by  the  context  hereof the singular shall include the plural and the
masculine  gender  shall  include  either the feminine or neuter genders, as the
case  may  be,  and  vice-versa.

15.3     SUCCESSORS,  ETC.

Subject to the provisions of the Lease respecting assignment by the Tenant, this
indenture  shall  enure  to the benefit of and be binding upon the Landlord, its
successors  and  assigns  and  the  heirs,  executors,  administrators and other
personal  legal  representatives,  successors  and  assigns  of  the  Tenant.

                               ARTICLE 16 - NOTICE

16.1     NOTICE

Any notice, demand, request, consent or objection required or contemplated to be
given  or  made by any provision of this Lease shall be given or made in writing
and  may  be  delivered  personally or sent by registered mail posted in Canada,
postage  prepaid,  addressed  to  the  Landlord  at:

c/o  Colliers  Macaulay  Nicolls  Inc.
15th  Floor,  Granville  Square
200  Granville  Street
Vancouver,  BC  V6C  3B2

or  addressed  to  the  Tenant  at:

Quotescanada  Financial  Network  Inc.
#701-889  W.  Pender  St.
Vancouver,  B.C.  V6B  1N2

or  to such other address of which either party may from time to time notify the
other  in writing.  At the option of the Landlord any notice may be delivered to
the  Tenant  at  the  Leased Premises. The time of giving or making such notice,
demand, request, consent or objection shall be if delivered, when delivered, and
if  mailed  in  any  city  in  British Columbia as aforesaid, then on the second
business  day  after the day of mailing thereof (exclusive of Saturdays, Sundays
and  statutory holidays and on any day on which mail is not regularly picked up,
transmitted or otherwise dealt within the locality in which the notice is posted
or  is  not  regularly  dealt  with  or delivered in the locality to which it is
addressed  or  is not regularly transported between such localities). If in this
Lease  two  or  more  persons  are named as Tenant such notice, demand, request,
consent  or  objection  shall be sufficiently given or made if and when the same
shall  be  given to any one of such persons. All payments required to be made by
this  Lease  shall be addressed as provided for in this Article unless otherwise
directed  by  the  Landlord.

                         ARTICLE 17 - GENERAL CONDITIONS

17.1     GARBAGE,  DEBRIS,  REFUSE

No  debris, garbage, trash or refuse shall be placed or left, or be permitted to
be  placed  or  left  in, or upon any part of the Building outside of the Leased
Premises.

17.2     COMPLIANCE  WITH  LAWS

At the sole cost and expense of the Tenant, the Tenant shall abide by and comply
with  all  applicable  laws,  by-laws  and regulations of competent governmental
authorities  and  the Leased premises shall be kept by the Tenant in a clean and
sanitary  condition in accordance with the laws of the municipality in which the
Building is located and in accordance with all directions, rules and regulations
of the health officer, fire marshal, building inspector or other proper officers
of that municipality, other agencies and governments having jurisdiction and the
insurer  of  the Landlord; in the event that the Tenant fails to comply with the
foregoing  provisions  the  Landlord  may  rectify the situation and collect the
expense  for  such  work  from the Tenant in the same manner as arrears of rent.

17.3     NUISANCE

The Tenant shall not use or permit any part of the Leased Premises to be used in
such  manner  as  to  cause a nuisance nor to cause or permit annoying noises or
vibrations  or  offensive  odours.

17.4     RULES  AND  REGULATIONS

The  Tenant  covenants  that  it  will abide by any and all reasonable rules and
regulations  which  may from time to time be established by the Landlord for the
Building.  The  Landlord  shall  communicate  such  rules and regulations to the
Tenant  in writing and after such communication such rules and regulations shall
be  deemed  to  be  an integral part of the Lease. The rules and regulations set
forth in Schedule "C" annexed hereto shall be the rules and regulations in force
until  amended  by  the  Landlord  and  notice thereof is given to the Tenant in
writing.

17.5     DELIVERY  OF  POSSESSION

If this Lease is terminated prior to the end of the Term then the rental and any
other  payments  for  which  the  Tenant  is  liable  under  this Lease shall be
apportioned  and  paid  in  full to the date of such termination, and the Tenant
shall  immediately  deliver  up  vacant possession of the Leased Premises to the
Landlord.

17.6     SERVICE  INTERRUPTIONS

The  Landlord  does  not  warrant  that  any service or facility provided by the
Landlord  hereunder  will  be  free  from  interruptions  caused  or required by
maintenance,  repairs,  renewals,  modifications, strikes, riots, insurrections,
labour controversies, force majeure, Acts of God or other cause or causes beyond
the Landlord's care or control. No such interruption shall be deemed an eviction
nor  disturbance  of  the Tenant's enjoyment of the Leased Premises or any other
part  of  the  Building nor render the parties from their obligations under this
Lease,  provided  that  the Landlord shall without delay take all reasonable and
practical  steps within its power to remove the cause of such interruptions. The
Tenant  shall  not  connect  electrical  equipment  for  heating, ventilating or
conditioning  constitution  a load greater than one watt per square foot without
the  consent  of  the  Landlord.

                      ARTICLE 18 - MISCELLANEOUS PROVISIONS

18.1     NO  OFFER

Notwithstanding  that  the  Tenant  is permitted to go upon the Leased Premises,
that this Lease may be presented to the Tenant otherwise than fully executed, or
that  an  installment of Annual Rent may be received by the Landlord, no option,
reservation  or other right shall be created for the benefit of the Tenant until
such  time as the Landlord shall have delivered to the Tenant either its written
acceptance  of  the  Tenant's  offer  to  lease or a fully executed copy of this
Lease.

18.2     MANAGEMENT  OF  BUILDING

The Tenant acknowledges to the Landlord that the Building may be managed by such
party  as  the Landlord may in writing designate and to all intents and purposes
the  manager  of  the  Building shall be the party at the Building authorized to
deal  with  the  Tenant  on behalf of the Landlord, though no such dealing shall
modify  or  affect  the  terms of this Lease unless such dealing is confirmed in
writing  by  the  Landlord  and  the  Tenant.

18.3     SHOWING  LEASED  PREMISES

The  Landlord  may  at any time within six (6) months before the end of the Term
enter  the  Leased  Premises  and  bring  others at all reasonable hours for the
purposes  of  offering  the  same  for  rent and the Landlord may place upon the
Leased  Premises  or  elsewhere  in  or on the Building a notice that the Leased
Premises  are  available  for  lease.

18.4     OPTION  TO  RENEW

Intentionally  deleted.

18.  5     TENANT  INFORMATION  GUIDELINE

The  Tenant  acknowledges having received from the Landlord a copy of the Tenant
Information  Guideline,  a  copy of which is attached hereto and marked Schedule
"D"  to  this  agreement  and covenants with the Landlord to abide by the Tenant
Information  Guideline  or any amendments which may be made thereto from time to
time.

18.6     TIME  OF  ESSENCE

Time  shall  be  of  the  essence  of  this  Lease.

18.  7     CAPTIONS

The  captions  appearing  in  the  margin  of this Lease and the descriptions of
articles  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 this Lease or any
provisions  hereof.

18.8     GOVERNING  LAW

This  Lease  shall  be  construed  and  governed  by the laws of the Province of
British  Columbia.  Should  any  provision or provisions of the Lease and/or its
conditions be illegal or not enforceable it or they shall be considered separate
and  severable  from the Lease and its remaining provisions and conditions shall
remain  in  force  and  be  binding  upon  the parties hereto as though the said
provision  or  provisions  or  conditions  had  never  been  included.

18.9     STRATIFICATION

The Tenant consents and agrees to the proposed stratification of the Building in
which the Leased Premises are situate and covenants with the Landlord to execute
all  necessary waivers, consents or documents as may be required by the Landlord
in order to achieve complete stratification aforesaid under the Condominium Act,
Land  Title  Act  and  all  other  relevant  statutes  governing  the process of
stratification,  including  those regulations and policies as may be required by
the Office of the Superintendent of Insurance, Brokers and Real Estate, Ministry
of Corporate Affairs, Province of British Columbia, The Tenant further covenants
to  execute  a  consent  to  stratification  of the Building in which the Leased
Premises  are  situate  if  and  when  required  by  the  City  of  Vancouver.

18.10     ENTIRE  AGREEMENT

The  Tenant  acknowledges that there are no representations made by the Landlord
which  are  not set out in the Lease and the Offer to Lease.  The Tenant further
acknowledges  that  the  Lease  and  the  Offer  to  Lease constitute the entire
agreement  between the Landlord and the Tenant and may not be modified except as
herein  explicitly  provided  or  except  by subsequent agreement n writing duly
signed  by  the  Landlord  and  the  Tenant.

18.11     AREA  CERTIFICATION

The size of the Area of the Leased Premises and the Gross Leasable Area shall be
that  area certified by the architect or surveyor for the Building determined by
the  Landlord  from  time  to  time.

18.12     IMPROVEMENTS

Where, after substantial completion of the Building, the Landlord is required by
law  or  a competent authority to make improvements to the Leased Premises, then
in  each  Lease  Year of the Term after completion of such improvements (but not
after  the  cost  thereof has been repaid to the Landlord), the Tenant shall pay
ten  percent  (10%) of the cost of the Landlord of making such improvements, and
if  the  Landlord  is required to make similar improvements to other premises of
the  Building  at  the  same  time,  the  cost  of  so doing shall be reasonably
apportioned  by  the  Landlord  to  each  of  the  premises  so  improved.

18.13     LANDLORD'S  WORK

The  Landlord  shall  provide  at  its  expense  to  base  building  standard:

(a)     Ensure  all  T-bar  ceiling  tiles  are  in  good  repair.
(b)     Ensure  all  exterior  window  coverings  are  in  good  repair.
(c)     Replace  or  clean  all  damaged  or  dirty  light  fixtures.
(d)     Steam  clean  carpets.

18.14     LEASEHOLD  IMPROVEMENTS

The  Leased Premises are leased on an "as is" basis.  Any alterations the Tenant
wishes  to  carry  out  shall  comply with the terms of the Lease and the Tenant
shall  obtain  any  applicable approvals of the local Municipal Authority and of
the  Landlord's  architects, mechanical, electrical, and structural consultants,
at  the  Tenant's  cost.

                            ARTICLE 19 - DEFINITIONS

19.1

In  this Lease (including this Article) unless there is something in the subject
matter  or in the context inconsistent therewith, the parties hereto agree that:

(a)     "Additional  Rent"  means  the  rental payable by the Tenant pursuant to
clauses  2.1(b),  (c),  (d)  and  18.12.

(b)     "Annual  Rent" means the annual rental payable by the Tenant pursuant to
clause  2.1(a).

(c)     "Area  of the Leased Premises" means the area (expressed in square feet)
of  the  Leased  Premises  calculated  as  follows:

(i)     in  the  case  of  a  multi-tenant  floor, the Net Rentable Area plus an
amount  equal  to  the  product  of the fraction having as its numerator the Net
Rentable Area of the Leased Premises on the floor and as its denominator the sum
of  the  Net  Rentable  Areas of such floor, multiplied by the total area of the
Service  Area  of  such  floor;

(ii)     in  the  case of a single-tenant floor, measured from the inside finish
of  permanent  outer  walls or the glass line if at least fifty percent (50%) of
the outer Building wall is glass, and including all space inside such walls less
stairs,  shafts, flues, and vertical ducts within their enclosing walls, without
deduction  for  columns  and  projections  necessary  to  the  Building,  and in
additional  one  hundred  percent  (100%)  of  the area of all balconies on such
floor.

(d)     "Building"  means  the  Property  and  all  buildings,  improvements and
facilities  located  thereon  from  time  to  time.
(e)     "Building  Operating  Cost"  means:

(i)     the  total  of  all  reasonable  expenses  in the complete operation and
maintenance of the Building and the Property and shall include, without limiting
the  generality  of  the  foregoing,  the  cost  of  providing cleaning, garbage
removal,  janitor,  supervisory  and maintenance services, the cost of operating
elevators  and  escalators,  the cost of the heating cooling and ventilating all
space,  the  cost  of  hot  and  cold  water,  electricity,  telephone and other
utilities  and  services, to all space, the cost of all repairs and replacements
to  the  Building or services including elevators, cost of window cleaning, cost
of security and supervision, cost of all insurance for loss of income, liability
or  fire  or  other  casualty,  accounting  costs  incurred  in  connection with
maintenance  and operating including computations required for the imposition of
charges to tenants and audit charges for the reporting of charges hereunder, the
reasonable  rental  value  of  office  space (not larger than 250 square feet in
area)  utilized by the Landlord in connection with the operation and maintenance
of  the  Building, the amount of all salaries, wages and fringe benefits paid to
employees engaged in the operation and maintenance of the Building, amounts paid
to  independent  contractors  for any services in connection with such operation
and  maintenance,  the  cost  of  direct supervision and of management and other
expenses  to  the  extent  allocable  to  the  operation  and maintenance of the
Building,  the  cost  of  any  management fees and managing agents' fees and all
other  expenses  of  every  nature incurred in connection with the operation and
maintenance  of  the  Building;

(ii)     but  shall  not include Municipal Tax Cost, debt service, depreciation,
expenses  properly  chargeable  to  capital account, and fees in connection with
leasing  and  rental  advertising;

(iii)     and  there  shall  be allowed as a deduction the proceeds of insurance
relating  to  Insured Hazards actually recovered by the Landlord, and the amount
of  any  charges  for  services  and utilities actually received by the Landlord
where  such  charges  are  recovered  from  tenants.

(f)     "Current  Office Municipal Tax Cost" means Office Municipal Tax Cost for
any  Lease  Year.

(g)     "Current  Office  Operating  Cost"  means  Office Operating Cost for any
Lease  Year.

(h)     "Gross  Office  Leasable Area" means the aggregate floor area (expressed
in  square  feet)  which may be rented for office purposes whether rented or not
calculated  as  if the office area were fully rented and each floor had a single
tenant  in  the manner set out in the definition of Area of the Leased Premises.

(i)     "Insured  Hazards" means fire and such other perils which are covered by
insurance  policies taken out by or on behalf of the Landlord in connection with
the  Building  and  which  policies  are in force at the time of any incident in
relation  thereto.

(j)     "Lease"  means this indenture and all schedules attached hereto, and the
rules  and  regulations  made  from  time  to  time  by  the  Landlord under the
provisions  of  Article  17.4.

(k)     "Lease  Year" means a twelve (12) month period commencing with the first
day  of  January  in one calendar year and ending on the last day of December in
that  calendar  year,  providing that the first Lease Year shall commence on the
Commencement Date of the Term and end on the last day of December next following
and the last Lease Year shall end on the last day of the Term or a renewal term,
if  any,  of  this Lease and commence on the first day of January preceding that
date.  The  Landlord may change the beginning and ending dates of the Lease Year
from  time  to  time  and  create  Lease  Years containing less than twelve (12)
calendar months, costs shall be pro-rated as determined by the Landlord, to make
any  calculation  required  hereunder.

(l)     "Leased  Premises"  means that portion of the Building, which portion is
shown  outlined  in  red  on  the  plan  annexed  hereto  as  Schedule  "A".

(m)     "Municipal  Tax Cost" means the total, without duplication, of sums paid
by  the  Landlord in respect of Municipal Taxes, and where the Lease Year is not
coterminous  with the period for calculation of Municipal Taxes, Municipal Taxes
shall  be  allocated  to  Municipal  Tax  Cost  on  a  monthly  basis.

(n)     "Municipal  Taxes"  means the aggregate of all taxes, local improvements
or similar rates, duties, assessments and charges, municipal realty taxes, water
taxes,  school  taxes,  or  any  other  taxes,  rates, duties, assessments, both
general  and  special,  levied  or  imposed  by  any level of government whether
municipal,  provincial  or  federal  upon  or  in  respect  of  the  Building.

(o)     "Net  Rentable  Area"  means  in  the case of a floor with more than one
tenant,  the  area  expressed  in square feet measured from the inside finish of
permanent  outer  walls or the glass line if at least fifty percent (50%) of the
outer Building wall is glass, to the office side of corridors or other permanent
partitions,  and  to  the centre of partitions that separate the Leased Premises
from  adjoining  rentable  areas,  without deduction for columns and projections
necessary  to  the Building, and, in addition, one hundred percent (100%) of the
area  of  all  balconies  adjoining  the  Leased  Premises,  if  any.

(p)     "Normal  Business  Hours"  means  the  hours from 8:00 a.m. to 6:00 p.m.
Monday  to  Friday and the hours from 8:00 a.m. to 1:00 p.m. Saturdays, holidays
excepted.

(q)     "Office  Operating Cost" means utilities and other expenses attributable
to  the  operation  and  use  of  leased  premises  that  are not included under
Operation Building Cost.  If such utilities and other expenses were attributable
to  a  group  of  tenants  in  the  Building  the  Landlord  shall determine the
proportion  for  each  tenant on a reasonable and consistent basis in accordance
with  sound  accounting  principles.

(r)     "Office  Municipal  Tax  Cost"  means  that  part  of Municipal Tax Cost
attributable  to  the Leased premises but without limiting the generality of the
foregoing, any business tax, machinery tax and such other taxes as may be levied
and  assessed  by the City of Vancouver, provided that the same are not included
or payable under Municipal Taxes.  In the event that the foregoing Municipal Tax
Cost  is attributable to a number of tenants in the Building, the Landlord shall
pro-rate  the  same  to  each  tenant  on  a  reasonable and consistent basis in
accordance  with  sound  accounting  principles.

(s)     "Property"  means  the  lands  in the Province of British Columbia, more
particularly  described  in  Schedule  "B"  annexed  hereto.

(t)     "Structural" means pertaining only to foundation, beams and columns (but
not  including  exterior  cladding of brick, concrete or any other material) and
roof  structure  (but  not  including  any  roofing  or  roof  membrane).

(u)     "Service Area" means the area of corridors, elevator lobbies, washrooms,
air-cooling  rooms,  janitor's  closets,  telephone  and electrical closets, and
other  areas  serving  the  Leased  Premises.

(v)     "Taxing  Authority"  means  any  duly  constituted  government authority
whether  federal, provincial, municipal or otherwise legally empowered to impose
taxes,  rates,  assessments  or  charges on, upon or in respect of the Building.

(w)     "Term"  means  the  term  of this Lease set forth in clause 1. I and any
extension  thereof.

                             ARTICLE 20 - GUARANTEE

20.1

     Intentionally  deleted.

                        ARTICLE 21     ADDITIONAL CLAUSES

21.1     EARLY  TERMINATION

The  Tenant  shall have the one time only option to cancel this Lease during the
month  of  September, 2001.  This option may be exercised by giving the Landlord
six (6) months prior written notice of its intention to terminate the Lease.  If
this  option  is exercised, the Tenant will pay to the Landlord one (1) month of
the  then  gross  rent, plus GST, for the Premises at the time of giving notice.

21.2     EARLY  ACCESS

The  Tenant shall have access to the Leased Premises seventy-six (76) days prior
to the Commencement Date.  During this period, the Tenant shall not be obligated
to  pay any Basic Rent or Additional Rent, but shall abide by all other terms of
this  Lease.

21.3     SURRENDER  OF  LEASE  FOR  SUITE  701

The  lease  dated  the  9th  day  of  November,  1999  between  the Landlord and
Quotescanada.com, a subsidiary company to the Tenant, shall be surrendered at of
midnight  on  January  14,  2000,  and  the  execution  of  this  lease shall be
sufficient  to  effect  that  surrender  and  its  acceptance  by  the Landlord.

IN  WITNESS  WHEREOF  the  parties have executed this Lease as of the date first
above  written,  and in the case of each corporate party its seal was affixed in
the  presence  of  its  duly  authorized  officers.

                                          )
                                          )

The  Corporate Seal of S & B OCTAGON PROPERTIES CANADA LTD. was hereunto affixed
in  the  presence  of:     )

     )
     )

Authorized  Signatory     )
     )
     )

Authorized  Signatory     )     C/S


                                          )
                                          )

The  Corporate  Seal of QUOTESCANADA FINANCIAL NETWORK INC. was hereunto affixed
in  the  presence  of:     )

     )
     )

Authorized  Signatory     )

     )
     )

Authorized  Signatory     )     C/S

<PAGE>

                             889 WEST PENDER STREET
                              VANCOUVER, BC V6P 3Y5

                         SCHEDULE "A" - PLAN OF PREMISES

<PAGE>

                             889 WEST PENDER STREET
                              VANCOUVER, BC V6P 3Y5

                  SCHEDULE "B" - DESCRIPTION OF LEASED PREMISES

The  Leased  Premises  have  an  area of approximately one thousand nine hundred
(1,900)  square  feet, and are located on the sixth (6th) floor of that Building
with  a  civic  address  of 889 West Pender Street, Vancouver, British Columbia,
which  Building  is  located  on  that  Property  legally  described  as:
     City  of  Vancouver
     Lots  19  and  20,  Block  21,  District  Lot  541,  Plan  210

<PAGE>

                             889 WEST PENDER STREET
                              VANCOUVER, BC V6P 3Y5

                      SCHEDULE "C" - RULES AND REGULATIONS

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

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

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

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

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

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

6.     The  Tenant  shall  permit  and  facilitate the entry of the Landlord, or
those  designated by it, into the Leased Premises for the purpose of inspection,
repair, window cleaning and the performance of other janitor services, and shall
not permit access to main heater ducts, janitor and electrical closets and other
necessary  means  of access to mechanical, electrical and other facilities to be
obstructed  by  the  placement  of furniture or otherwise.  The Tenant shall not
place  any  additional  locks  or  other  security devices upon any doors of the
Leased  Premises  without  the  imposed  by  the Landlord for the maintenance of
necessary  access.

7.     The Landlord may require that all or any persons entering and leaving the
Building  at  any  time other than normal business hours satisfactorily identify
themselves and register in books kept for the purpose and may prevent any person
from  entering the Leased Premises unless provided with a key thereto and a pass
or  other  authorization  from the Tenant in a form satisfactory to the Landlord
any  may  prevent  any  person  removing  any  goods  therefrom  without written
authorization.

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

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

10.     The  foregoing  Rules and Regulations, as from time to time amended, are
not necessarily of uniform application, but may be waived in whole or in part in
respect  of other tenants without affecting their enforceability with respect to
the  Tenant  and the Leased Premises, and may be waived in whole or in part with
respect  to the Leased Premises without waiving them as to future application to
the  Leased Premises, and the imposition of such Rules and Regulations shall not
create  or  imply  any  obligation of the Landlord to enforce them or create any
liability  of  the  Landlord  for  their  non-enforcement.

<PAGE>

                             889 WEST PENDER STREET
                              VANCOUVER, BC V6P 3Y5

                   SCHEDULE "D" - TENANT INFORMATION GUIDELINE
I.     GENERAL

1.     This Tenant Information Guideline is prepared to assist and introduce the
Tenant  and  his  architect  or  contractor  to the basic 889 West Pender Street
building  design,  systems  and  building regulations.  The utilization of these
guidelines  will  enable  the Tenant and his agents to avoid unnecessary delays,
alterations  and  expenses,  thus  resulting  in  an earlier occupancy schedule.
This  Tenant  Information  Guideline is to be read in conjunction with and forms
part  of  the  Lease  document.  In  the  event  of  any  conflict  between  the
Information  Guideline and the Lease, the provisions of the Lease shall prevail.

2.     The  Landlord:  The  Landlord  is:

S  &  B  OCTAGON  PROPERTIES  CANADA  LTD.
Suite  3  08,  65  0  West  41  St  Avenue
Vancouver,  BC  V5Z  2M9
Tel:     (604)  266-1988

3.     Tenant  Co-ordination:

The  Tenant  and  his  agents  shall  address  all  requests for information and
approvals  to:

Tenant  Co-ordinator
S  &  B  Octagon  Properties  Canada  Ltd.
c/o  Mr.  William  H.  Lim
Suite  308,  650  West  41st  Avenue
Vancouver,  BC  V5Z  2M9
Tel:     (604)  266-1988

4.     Landlord  Consultants:

Project  Management  Consultants:

E.  W.  HAMILTON  LTD.
Suite  205,  No.  1  Alexander  Street
Vancouver,  BC  V6A  1B2
Tel:  (604)  669-8994

Interior  Design  Consultants:

GROUP  5  DESIGN  CONSULTANTS
1305  West  Georgia  Street
Vancouver,  BC  V6E  3K6
Tel:     (604)  681-8155

Architect  (Base  Building):

HAMILTON  DOYLE  ARCHITECTS
1200  Burrard  Street
Vancouver,  BC  V6Z  2C7
Tel:  (604)  669-2621

Structural  Engineers:

MARTIN  GLOTMAN  ENGINEERING  LTD.
1008  Homer  Street
Vancouver,  BC  V6B  2X1
Tel:  (604)  684-2568

Mechanical  Engineers:

STERLING  COOPER  &  ASSOCIATES
1777  West  8th  Avenue
Vancouver,  BC  V6J  1V8
Tel:  (604)  734-9338

Electrical  Engineers:

ARNOLD  NEMETZ  ENGINEERING  LTD.
2083  West  4th  Avenue
Vancouver,  BC  V6J  1N3
Tel:     (604)  736-6562

II.     BASE  BUILDING  CONSTRUCTION

1.     The  base  building  construction  shall  consist  of all the structural,
mechanical  systems,  electrical systems and architectural finishes, included in
the  basic  constructions  contract  between  the  Landlord  and his contractor.

2.     Any  alterations  or additions to the base building construction that may
be required to accommodate Tenant office layout shall be subject to the approval
of  the  Landlord  and  shall  then  be carried out by the Landlord's designated
contractor, under the supervision of the Landlord's Consultants, at the Tenant's
expense.  The  cost  of  such  work  shall  include labour, material, applicable
taxes,  all architectural, engineering and contractors' fees and such reasonable
fee  for  supervision  as  the  Landlord  may  charge.

3.     Tenant  Information  Drawings
The  Landlord  shall  provide  one  set  of  base  building information drawings
indicating  all  the  major  elements  of  a  typical  floor to the Tenant.  Any
additional  drawings  that  may  be required by a Tenant shall be provided, upon
request,  at  the  Tenant's  expense.

4.     Work  Done  By  Landlord  For  Tenant
Any work, equipment or services provided by the Landlord on behalf of the Tenant
shall  be  authorized  in  writing  by  the  Tenant  on the form provided by the
Landlord  and  shall  be  paid  by  the  Tenant  as  follows:

(a)     Thirty-five  (35%)  percent  of  the  amount  payable  by  the Tenant as
estimated  by  the  Landlord  shall be paid to the Landlord by the Tenant at the
time  the  Tenant  authorized  the  Landlord's  assistance;

(b)     The Tenant shall pay the balance of the amount payable by the Tenant for
Landlord's assistance forthwith upon receipt of monthly invoices rendered by the
Landlord  in  connection  with  such  Landlord's  assistance;  and

(c)     The  Tenant  shall  pay interest at a rate of two (2%) percent per month
[twenty-four  (24%)  percent  per  annum], calculated monthly, on any amount for
which  the Landlord has issued an invoice and the Tenant has not paid in fifteen
(15)  days.

III.     TENANT  DRAWING  REQUIREMENTS

1.     Tenant  Designer

(a)     The  Tenant shall engage an architect or a certified designer to prepare
all  and  tiny drawings which are necessary for the construction of the Tenant's
leasehold  Improvements and the approval of the Landlord or any other regulatory
bodies having jurisdiction.  The Landlord may request the Tenant or his agent to
produce  additional drawings and information which in the Landlord's opinion may
be  necessary  to identify and describe the nature of the intended improvements,

(b)     The  Tenant and his agent shall inform himself regarding by-law and code
requirements  before  preparing  drawings.

(c)     By giving approval to such plans, the Landlord or his consultants do not
waive the Tenant's responsibility to ensure that any and all Tenant improvements
meet  building  standard  and  authorities  having  jurisdiction with respect to
design  and  construction.

2.     Approval  Of  Tenant  Drawings

(a)     Submission  of  Preliminary  Drawings
The  Tenant or his agent shall submit two (2) prints of his preliminary drawings
showing  proposed  office  layout  for the preliminary approval of the Landlord.
Tenant  preliminary  drawings  will  be  checked from the standpoint of physical
compatibility  and  any  problems encountered shall be returned to the Tenant or
his  agent  for  solution.  Preliminary  approval  shall  be  obtained  from the
Landlord  prior  to  commencement  of  final  design  and  tender  documents.

(b)     Submission  of  Final  Drawings  and  Specifications
The  Tenant  or  his  agent  shall  submit  five  (5) copies of complete working
drawings  and  specifications  for final approval by the Landlord at least sixty
(60) days prior to the Tenant's occupancy date.  The drawing sheet size shall be
a  minimum  of  24"  x  36"  consistent.

Documents to be submitted by the Tenant will be required to show all appropriate
and necessary details so as to fully describe and accurately specify all aspects
of  Tenant's  Work  in  relationship  to Landlord's Work and will consist of the
following:

(i)     Floor  Plan  at  1/8"  =  1'0"  scale,  indicate  the  Tenant  area  in
relationship  to  the  corridors,  stairs,  elevators,  partitions,  doors, etc.

(ii)     Telephone  and  Power  Outlet  Plan  at 1/8" - 1'0" scale indicate with
dimensions,  location  of  all  telephone  and  power  outlets.

(iii)     Reflected  Ceiling  Plan  at  1/8"  -  1'0"  scale, indicate partition
layout,  baffles,  supply  air  diffusers,  lights,  sprinklers,  etc.

(iv)     Sections  &  Details  at  3"  - 1'0" scale, indicate partition details,
baffles,  doors,  etc.

(v)     Specifications:  Indicate  all  elements.

(vi)     Room Finish, Door & Hardware Schedule - Indicate all elements including
keying  which  must  be  to  building  standard.

(vii)     Mechanical  Drawings  &  Specifications:  compatible  with  the above.

(viii)     Electrical  Drawings  &  Specifications:  compatible  with the above.

(c)     Indicate  the  number  of persons who shall occupy each office and state
the  functions  of  each  room  to  guide the Landlord's consultants, especially
regarding  mechanical  modifications.

(d)     The  design  live  floor  load  is  70 pounds per square foot (including
partitions) for typical floors and any special floor loadings must be identified
for  review  by  the  Landlord's  Consultants.

(e)     The  Tenant  or  his  agent  is  responsible for obtaining all necessary
permits  and  approvals;  such  as  Building Department, Health Department, Fire
Marshall  and  Ministry  of Labour.  The Tenant or his agent shall post evidence
with  the  Landlord, proof of building permit and approvals as received from all
regulatory  bodies  having  jurisdiction  prior  to the commencement of Tenant's
construction.

(f)     The  Landlord  shall  engage the base building mechanical and electrical
consultants  to design and supervise all mechanical and electrical modifications
and  additions  to  the  base  building systems to accommodate the Tenant office
layout  requirements,  at  the  Tenant's  expense.

(g)     The  Landlord  shall  engage,  at  the  Tenant's expense, the Landlord's
designated  contractors,  for  any  mechanical  and electrical modifications and
additions; all in accordance to base building consultants supplementary drawings
to  ensure  physical  compatibility,  guarantees and warrantees to base building
elements.

IV.     THE  TENANT  CONTRACTOR(S)  REQUIREMENTS

1.     The  Tenant  shall engage his own contractor(s) except for mechanical and
electrical  modifications  to  base building elements as noted above, to execute
the  Tenant  leasehold  improvements.

2.     The  Tenant  contractor(s)  are  subject  to  the  following  conditions:

(a)     The Landlord reserves the right to approve all construction work carried
out  by the Tenant's contractors to ensure its compliance with approved drawings
and  building  standards.

(b)     Be  approved  by  the  Landlord  prior  to  award  of  contract(s).

(c)     Prior  to  start  of work, furnish evidence that they are adequately and
properly  covered  by  insurance  according  to  the  following  terms:

(i)     The  Landlord,  the  City  of  Vancouver  and  all  contractors  and
subcontractors  and  trades  of  those insured, engaged in or connected with the
construction  of  the  project  known  as  889  West Pender Street are listed as
additional  named  insureds  on  all  policies;

(ii)     A Comprehensive General Liability policy be in force covering the work,
with  a limit to any one occurrence of $3,000,000.00. The policy shall contain a
cross  liability  clause  and shall be extended to include non-owned automobiles
and  blanket  contractual  liability;

(iii)     An  "all  risk" of physical loss or damage policy be provided covering
the  total  contract  price  for  the  Tenant's  work;

(iv)     An  automobile  policy  be in force covering all owned vehicles, with a
minimum  limit  of  $500,000,00;

(v)     All policies of insurance relating to Tenant work must be in amounts and
in  form  and with insurers acceptable to the Landlord, including an undertaking
by the insurers to give at least thirty (30) days written notice of cancellation
or  material  changes;

(vi)     Evidence  of  the  existence  of  insurance covered referred to in this
section must be submitted to the Landlord by means of a Certificate of Insurance
from  the  Contractors'  insurers  or  by  a certified copy of the actual policy
documents  before  commencement  of  Tenant's  construction;

(vii)     The Tenant may, if he so wishes, provide the aforementioned insurances
but  shall  be  bound  by  the  same  terms  and conditions as herein described.

(d)     Furnish written evidence of good standing with the Workers' Compensation
Board.

(e)     The  Tenant  contractor(s) shall be restricted to the area of the Leased
Premises  for  all  work  and  storage  of  materials  and  equipment.

(f)     Arrange  for  the  security  of  the  Tenant  leased area and equipment,
materials,  etc.  during  the  construction  period  as  required.

(g)     Enforce  safety  regulations  during  the  construction  period.

(h)     Observe  normal working hours, 7:30 a.m. to 4:00 p.m., Monday to Friday,
unless  permission  is  obtained  in  writing  from  the  Landlord.

(i)     Provide  and  maintain adequate first aid and fire prevention facilities
during  the  construction  period.

(j)     The  Tenant  contractor(s) shall give the Landlord, at least forty-eight
(48)  hours  advance  noticed  to  reserve  the  use  of the Landlord's elevator
facilities  for tenant's construction materials and equipment.  Provide adequate
protection  to  all  finished surfaces of elevators; upon completion of each use
clean  down  and  make  good  any  damage  to  all  surfaces.  All materials and
deliveries must be scheduled and delivered at parking deck level.  No deliveries
will  be  allowed at ground floor entrance or at loading dock level at grade off
lane.

(k)     Remove  all  garbage  and  debris  from  the  Tenant  premises in sealed
containers.

(l)     Do  not  penetrate  or  fix  to  the  exterior  wall  or  windows.

(m)     Protect  all  finishes  to  basic  building  elements  and reimburse the
Landlord  the  cost  to  make  good  any  damages.

(n)     Stack  drywall over main beams at column lines.  Piles not to exceed 12"
in  height.

(o)     All  noisy  work  such as coring and drilling must be carried out during
non-business  hours  and  the  tenant  contractor(s) shall obtain the Landlord's
approval  in  advance  of  such  work.

3.     Commencement  of  Tenant's  Work

Tenant's  work  in  the  leased premises shall commence subject to the following
conditions!

(a)     The  Tenant's  final  working  drawings  shall have been approved by the
Landlord,

(b)     The  Tenant shall have obtained all necessary approvals and permits from
all regulatory bodies having jurisdiction over Tenant's work and evidence of all
such  approvals  and  permits  shall  be  provided  to  the  Landlord's  tenant
coordination  office,

(c)     The  Tenant's contractor and sub-contractors shall have been approved by
the  Landlord's  tenant  co-ordination  office prior to commencement of Tenant's
work.

(d)     The Tenant's contractor shall furnish proof of insurance as noted above.

(e)     The  Tenant  shall be provided a turnover document outlining regulations
and  procedures  for  Tenant  contractors  and  sub-contractors  on the jobsite.

4.     Damage  to  Base  Building

Any damage or deterioration to the base building structure, services or finishes
both  inside  or  outside,  above  grade  or  below  grade as a result of Tenant
improvements  caused  by  Tenants'  contractors  or  sub-contractors  shall  be
repaired,  replaced  or  made good to the complete satisfaction of the Landlord,
Alternatively  the Landlord shall make good any and all damaged areas and charge
the  Tenant  accordingly.

V.     BUILDING  SERVICES  FEE

The  Tenant  and  his  agent shall include in their Tenant leasehold improvement
budget  an  allowance  for  building  services  for  the  use  of  the following
Landlord's  facilities:

-     elevator  facilities;
-     hydro  consumption;
-     water;
-     toilets.

The building services fee shall be computed at the rate of $0.50 per square foot
of  leased  area  and  payable  to the Landlord within ten (10) calendar days of
turnover  of  this  leased  area.

The  facilities  shall  be  limited  to  the  following  terms  and  conditions:

(a)     Elevator facilities - operational during normal working hours (7:30 a.m.
to  4:00  p.m.);  forty-eight  (48)  hours  advance reservation required.  After
hours,  elevator  use  available  by  advance  reservation  only.

(b)     Hydro Consumption - 15 amp. duplex receptacles are available in the main
building  core.

(c)     Water  -  available  at  locations  designated  by  Landlord.

(d)     Toilet  -  available  at  locations  designated  by  Landlord.

VI.     LANDLORD'S  BASE  BUILDING  AND  FINISHES

1.     Ceiling

Ceilings  in  typical rental areas shall be a suspended T-Bar system on a 5'0" x
5'0"  grid for ceiling tile and l'0" x 5'0" recessed fluorescent light fixtures.

The  Landlord  shall  install  the  acoustic  tile:

Fluorescent  light  fixtures removed by the tenant or tenant's contractor remain
the  property  of  the  landlord  and shall be stored in a location oil the site
designated  by  the  Landlord.

Floor  to  Ceiling  Heights  -  2nd  to  8th  Floors  -  8'6

2.     Floors

The  floor  shall  be  smooth  troweled  concrete  ready  for  finish by Tenant.

3.     Doors  (on  Multiple  Tenant  Floor  Only)

The  Landlord  shall  provide  demising  building standard doors (solid core oak
veneer  wood  3'0" x full height) in solid oak 20 minute rated wood frames.  All
doors  shall  be  equipped  with building standard lockset keyed to the building
standard  key-code  and  master-key  System.  Doors are to be completed with the
following  hardware:

1  only  lockset  -  8G05  x  0B  x  C10B  GMK
2  only  pair  butts  -  BB179-C-20  x  4.5  x  4
1  only  closer  -  EB  1230-0
1  only  floor  stop  -  200  x  C10B

As  an  alternative  to  the standard single door application, the Landlord will
install  a combination wood door and glazed sidelight in wood frames at Tenant's
cost.

4.     Keys  &  Cylinders

The  Landlord  shall  provide  building standard cylinders and two keys for each
demising  door  key-coded  to the building's master key system.  Additional keys
shall  be  ordered  from  the  Building  Manager  at  Tenant's  cost.

5.     Demising  Partitions  (On  Multiple  Tenant  Floor  only)
The  Landlord  shall  provide building standard demising partitions to delineate
the  Tenant's  leased premises which shall be composed of 2.5" steel studs, 2.5"
batt  insulation fill, 1 only 0.5" layer of drywall each side; taped, filled and
ready  for  Tenant's  finish.  Deviations  will  be  allowed  in finishes on the
Tenant's side of the demising partitions, subject to the Landlord's approval and
at  the  Tenant's  expense.

6.     Core  Wall  &  Columns

Finish  on  core  walls  and columns shall be drywall ready for painting or wall
covering.

7.     Exterior  Wall

Finish  on  exterior  walls  shall  be  drywall  ready  for  paint  finish.
Tenants  shall  not  fix  to  or  puncture the exterior drywall membrane for the
installation  of  partitions,  furniture,  electrical  outlets,  etc.

8.     Venetian  Blinds

Horizontal  venetian  blinds  to  all  exterior  windows  from 2nd to 8th floor,
mounted  to  head  of  window  frame.

9.     Exterior  Glazing

Suncool  bronze  float  double-glazed  thermal  units  in  aluminum  frames.

10.     Parking

Underground  parking  at  the  base  of  the  tower, with access off the lane is
available  on  a  limited  basis.  This  parking  is secured with a key operated
overhead rolling gate at the entry.  Access to both tower elevators is available
from  the  parking  level.

II.     Heating  &  Ventilation

(a)     The building is fully air conditioned by a system of water-to-water heat
pumps  designed to maintain the building at 74 deg. F. and 50% relative humidity
in  summer,  and  70  deg.  F.  in  winter.

(b)     The  system  is  designed  with  eight  heat  pumps per floor, each with
individual  thermostat  control.

(c)     The  Central Equipment Room at the roof of the tower contains the Boiler
Room  and  immediately  adjacent,  the  heat  extractor  or  cooling  tower.

(d)     It  may be necessary to provide additional heat pumps and thermostats if
required  for  detailed  tenant  requirements  in  office  arrangement.

(e)     Any equipment generating heat loads in excess of the normal office loads
shall  be  separately  serviced  by  the  Tenant  by  means  of  individual  air
conditioning  units  and/or  additional  heat  pump  units.

(f)     The ceiling space functions as a return air plenum and recirculation air
path  must  be maintained to all heat pump unit.  The fresh air is injected into
the  ceiling  space  of  each  floor and is picked up by the heat pump units for
distribution  within  the space.  It is essential that the fresh air supply duct
is  allowed  to supply into all areas of the ceiling, and that the recirculation
air  from  the  Tenant  areas  is  not  obstructed.

(g)     Each  of  the  heat  pumps is controlled by an automatic heating cooling
thermostat which shall switch the unit from heating to cooling as required.  The
heat  pump  blower  fan  runs continuously during the day.  A single time switch
shall switch off all heat pumps at 7:00 p.m. (or at any other set time) and they
shall  cycle as required at night to maintain a night set back temperature.  The
time  switch contains a manual override switch.  The night setback thermostat is
a  tamper-poof  design  and  provided with a label "Night Set-Back" Thermostat".
Both  the  time  switch and the override timer are located adjacent to the core.

(h)     Any  tenant  that requires to have operation of the heat pump during the
night  hours  should arrange to be disconnected from the time switch which would
allow  the  heat  pump  to  run  on  an  individual  basis.

(i)     It  should  be noted that the fresh air supply fan is also controlled by
an  automatic  time clock and it may not be possible to have a fresh air make-up
for  any  individual  tenant  area  during  the  night  hours.

(j)     It  is  brought  to  the  attention of tenants that the air conditioning
system cannot operate at full efficiency until adjustments have been made to the
system  following  tenant  partition installations.  The comfort level for which
the building has been designed may therefore not be fully available in the first
period  of tenants' occupancy and every effort will be made to bring the systems
to  their  ultimate  condition  as  soon  as  possible.

(k)     A  general  exhaust  system  is available for tenant connections at each
floor  for  small  exhaust requirements such as interior Conference Rooms, Staff
Rooms,  etc.  Connection to general exhaust system and associated ductwork is to
be  at  tenant's  expense.

12.     Office  Tower  Plumbing

A  sanitary  plumbing  connection  is  stubbed  off  in  the core of each floor.
Connections  to  this capped-off sanitary stack should be maintained as close to
the  core  as  possible.

Valved  hot  and  cold  water  are  also  provided at the core to service tenant
plumbing.  (2  sinks  and  I  water  closet  per  floor)

13.     Ground  Floor  Retail  Areas

The design incorporates 4 heat pump units to provide heating and cooling for the
retail  spaces  of  the  ground  floor.

14.     Roof  Top  Equipment  Room

The  Fan  Room/Boiler  Room  on  the  roof  contains  the  following  equipment:

-     Gas-fired  automatic  hot  water  boiler.
-     Domestic  hot  water  tank  for  public  lavatories.
-     Main  pumps.

The  fresh  air supply unit provides the ventilation requirements for all office
floors  by  delivering  a  fixed amount of air into the ceiling space.  This air
supply  provides  approximately  0.10 CFM of fresh air per square foot of office
space.

15.     Life  Safety

(a)     The  building  has  been  designed under Measure "A" of the Measures for
Fire  Safety  in  High  Buildings.

(b)     The building is fully sprinklered and provided with stand-pipes and hose
valves  at  each floor.  Sprinklers are flush type with chrome plates to typical
areas.

(c)     A  smoke  shaft  has been provided with motorized louvre damper openings
into  the  ceiling  space  of each floor and a motorized discharge damper at the
tope  of  the  shaft.

(d)     All fans and louvre dampers are controlled from the central fire control
and  alarm  panel.

(e)     Pull stations, fire alarm, heat detectors, smoke detectors and sprinkler
flow switches have been provided at each floor.  An annunciator panel is located
on the ground floor which is monitored 24 hours per day by phone line to outside
source.

(f)     Emergency  lighting has been installed in public areas and is powered by
a  roof  mounted  emergency generator.  The emergency generator also power other
life  safety  items  as  noted  above.

16.     Lighting

(a)     Typical  office  floor light fixtures shall be a lay-in fluorescent type
to  suite  the  5'  x  5'  ceiling  grid.

(b)     Lighting  fixtures  utilize a system which provides for the least costly
method  for future additions and/or relocations and affords maximum flexibility.
Voltage  will  be  347,

(c)     Basic  design  lighting  level  shall  be  an average minimum of 70 foot
candies  at  desk  level  on  an  open  floor  basis.

(d)     Light  fixtures  shall  be  60" x 12" to provide maximum flexibility for
location  in  5'  x  5' grid system.  The fixture may be located at 90 or within
different  modules  of  ceiling grid, all fluorescent fixtures have K 12 acrylic
lens.

17.     Typical  Floor  Power

A  ceiling  junction  boy.  grid  system  at  approximately  500  SF is provided
throughout  the  floor  areas  for Tenant outlet requirements at 120/208 volt, 3
phase, 4 wire.  This grid system allows for approximately 1.5 watts of power per
500  SF.

     18.     Telephone  System

(a)     Tenants  are  required to make arrangements directly with B.C. Telephone
Co.  or  others,  for the supply and installation of telephone services to their
premises.

(b)     A  roughed-in  empty  conduit is provided for Tenant telephone system on
each  office  floor  from  ceiling  area  into telephone closet for easy access.
Distribution  of  telephone  cables  within  Tenant  lease  space  will  be  the
responsibility  of  the  Tenant.  The Tenant has the option of utilizing special
fire  rated  telephone  cabling  or  installing  a  conduit distribution system.

(c)     A  telephone  room  is provided on each floor in the building core.  Any
additional  space  of  this  nature,  which  the  Tenant requires for his use or
equipment,  must be provided within the leased premises.  Any special cooling or
ventilation  required  to  accommodate  the  Tenant telephone equipment shall be
provided  and  paid  for  by  the  Tenant.

(d)     The  main  telephone  cable entry room is located in the tower basement.

(e)     Note  that  B.C.  Telephone Co. will not life or replace carpet, ceiling
tile,  etc.  and  the  Tenant  contractor  must  provide  for  this.

     19.     Structural

General  floor  framing  systems are included in the set of drawings supplied by
the  Landlord.  Unusual  loading situation such as filing rooms, safes, computer
installations,  etc.  Must  be  brought  to  the attention of the Landlord.  The
Landlord  will  not  be  responsible  for  any  partitioning  layout  revisions
necessitated  by  unusual  loading  conditions.

Design  loads  are  as  follows:

Live  Load  -  70  lbs.  per  square  foot  (inclusive  of  partitions)
20.     Mail  Room

The  building  mail  room is located on the main floor with easy access from the
elevator  lobby.

21.     Tenant  Signage

(a)     A building standard identification sign for Tenant's entrance door shall
be  provided  by  the  Landlord  at  Tenant's  expense.

(b)     Tenant  identification  shall  be  provided  in  the  main  floor  lobby
directory  by  the  Landlord  at  Tenant's  cost.

(c)     Standard  base  building  elevator  lobby  directional  signs  shall  be
provided  by  the  Landlord.

(d)     All  other  Tenant's  signage  must  be  approved by the Landlord before
installation.

VII.     TENANT  CONSTRUCTION  STANDARDS

1.     Interior  Partitions

The  Tenant  shall  install  a partition composed of 2.5" steel studs; 2.5" batt
insulation  and  0.5"  drywall  taped,  filled and painted, as minimum standard.
2.     Interior  Doors

The Tenant shall install solid core wood full height doors.  Variations to suite
individual  decor  shall  be  subject  to  Landlord  approval.

3.     Locks

Tenants  requiring  locksets  to  any  offices  within the Leased Premises shall
ensure  the  lockset  will  receive a cylinder with keys coded to the Building's
master-key  system.  The  Tenant's  designer shall note on the required hardware
schedule  the  appropriate  designations  for  interior  locksets  and  key
requirements,  subject  to  the  Landlord's  approval.

4.     Power

(a)     Refer  to  Landlord information drawings for general location of conduit
and  wire  distribution  system  in  the  ceiling  space.

(b)     All  power shall originate from circuits in panels on the typical floor.

(c)     Extra  120/208  volt,  3  phase,  4  wire power other than that provided
through  the  ceiling  junction  box system can be installed by the Landlord, if
available,  at  Tenant's  expense.

5.     Flooring

The  Tenant, where desirable, shall install carpet and special approval surfaces
in  service  areas.

6.     Copying  Machines

Xerox,  IBM, or other types of photo copying machines must be non-toxic type and
will,  usually,  require  special  circuitry and power hook-up.  Due to specific
nature  of  such machines, heat generated by these types of equipment require an
exhaust  duct  to  be  installed.  The  Tenant  shall  advise  and  provide
specifications  of  photo  copying  machines.

7.     Coffee  Machines

Coffee machines usually require special circuitry and power hook-up.  The Tenant
shall  advise  and  provide  specifications.

8.     Light  Switches
Where  a  local  light switch is desirable to a private office or boardroom, the
Tenant  shall  advise  and  specify.

9.     Pot  and  Track  Lights

In  order  to conserve energy, tenants will be permitted to install incandescent
pot or track lights to a maximum average of 3 watts inclusive of fluorescent and
track  lighting  per  square  foot of the leased area.  All such lights shall be
controlled  by  local  switching.

10.     Tenant  Construction  Clean-up

Upon  completion  of the Tenant's improvements and before occupancy the Tenant's
contractor(s)  shall thoroughly vacuum and clean up the Leased Premises, windows
(interior  only),  repair  damaged  ceiling  tiles,  etc.
The  Landlord  recommends  the use of the building cleaning contractor to ensure
physical  compatibility  of  cleaning  materials  and  standards.

VIII.     INTERIOR  DESIGN  GUIDE

Tenant  designers  are urged to take maximum advantage of the basic building and
its  systems  and  to  avoid  expense  and  delay to Tenants when creating their
improvement  sand  restoring  them  at  termination  of  lease.
This  is  intended  as  a  guide to Tenants and their designers and contractors:

1.     Take full advantage of the 5'0" x 5'0" grid to which the ceiling is built
and  light  fixtures.

2.     Keep  ceilings  at  standard  height.

3.     Do  not  request  changes  to  the  partitions, doors, ceiling heights or
finishes  in  the  rooms  in the core (i.e. male and female toilets, vestibules,
stairs,  janitor,  electrical  and  telephone  closets).

4.     Ensure that any wall finishing material introduced by a full floor tenant
in the elevator lobby does not require changes to the elevator door frames, call
buttons or signals.  Cladding of door frames with special approved finishes will
be  permitted  to  full  floor  Tenants.

5.     Ensure  that  any floor finish material introduced by a full floor tenant
in  the elevator lobby does not require changes to the elevator door thresholds.

6.     Locate  additional  washrooms,  sinks,  etc., as close as possible to the
soil  stacks  to  ensure  adequate  slope  of  drains.

7.     Advise  Landlord  as  soon  as  possible,  and in writing, of any changes
required  to  the  base  building  elements.

8.     Do  not  permit  the  drilling  of  holes  in  the aluminum frames of the
windows.

9.     Arrange  for  air return openings in every sound baffle in ceiling plenum
above  a  partition,  to  permit return of air through the ceiling space to the-
return  air  ducts  at  the  core.

10.     Comply  with City regulations, with respect to access to Fire Department
valve  cabinets  and acceptable routing through the tenant's premises for person
with  hose  and  maximum  distance  of  water  throw.