SUBLEASE AGREEMENT
                               ------------------

BETWEEN

ALTTECH  VENTURES CORPORATION, a company duly incorporated under the laws of the
Province of British Columbia, and having an address at P.O. 60332, Fraser RPO in
the  City  of  Vancouver,  in  the  Province  of  British  Columbia  V5  W  4B5.
(hereinafter  called  the  "Sub-Landlord")

and

DEVON  GROUP  MANAGEMENT CORPORATION, a company duly incorporated under the laws
of  the  Province  of  British  Columbia, and having an address at #604-675 West
Hastings  Street  in  the City of Vancouver, in the Province of British Columbia
V6B  1N2
(hereinafter  called  the  "Sub-Tenant")


THAT  in  consideration  of  the  mutual  covenants  and  agreements hereinafter
respectively  reserved and contained, the parties hereto covenant and agree each
with  the  other  as  follows:

DEFINITIONS
-----------

For  the  purpose  of  this Lease the following words and phrases shall have the
meanings  hereinafter  ascribed  to  them:

1.01     "Lease  Year"  within  the meaning of this Lease shall mean a period of
time,  the  first such period commencing on the first day of the Term hereof and
ending  on the last day of December next following. Thereafter Lease Years shall
consist  of consecutive periods of 12 calendar months, provided however that the
Landlord may at any time specify an annual date from which each subsequent Lease
Year  is  to  commence,  and,  in  such event, the then current Lease Year shall
terminate  on  the  date  preceding the commencement of such new Lease Year. The
last  Lease Year shall terminate upon the expiration or earlier determination of
this  Lease.

1.02     "Additional  Rent"  means  any and all payments for which the Tenant is
responsible  in  whole  or in part in accordance with the Lease, except the rent
payable  pursuant  to  Article  3,  whether  or  not  specifically designated as
Additional  Rent  elsewhere  in  this  Lease.

1.03     "Building"  means  all  improvements from time to time situate upon the
Lands,  presently  having a civic address of 1199 West Pender Street, Vancouver,
British  Columbia.

1.04     "Capital  Tax"  means  the  amount  of  capital tax payable for or with
respect  to  the  Landlord's  Property  by  the  Landlord  or  the owners of the
Landlord's  Property  under the Corporations Capital Tax Act of British Columbia
as  amended  or  replaced from time to time including Federal Capital Tax or any
other  legislation  imposing  taxes  on  account  of  capital.

1.05     "Event  of  Default"  means  the  happening  of  any event described in
Article  7.08(a).

1.06     "Indemnifier"  means  any  and  all  persons entering into an indemnity
agreement  or  granting a guarantee with respect to this Lease to the benefit of
the  Landlord.

1.07     "Land"  means  all  and singular that certain parcel or parcels of land
described  in  paragraph  I  of  Schedule  "A"  hereto.

1.08     "Landlord's  Property"  means  the  Lands  and  the  Building.

1.09     "SubLease"  means  this  indenture,  including  all  schedules attached
hereto,  as  from  time  to  time  amended  in  writing  by  the  parties hereto


                                 Page 1 of 30
<PAGE>
1.10     "Leased  Premises"  means  that  portion  of  the  Building  and  Lands
described  in paragraph 2 of Schedule "A" hereto and outlined in red on Schedule
"B"  hereto  excluding  any mechanic equipment areas or stairs not installed for
the  exclusive  benefit  of the Tenant and excluding any elevator shafts, flues,
stacks,  pipe shafts and vertical ducts and the interior half of their enclosing
walls.  The  exterior face of the Building is expressly excluded from the Leased
Premises,  but  the  Leased  Premises  shall include windows, locks and doors in
perimeter  walls.  The Leased Premises shall include all installations, fixtures
and  furnishings  and  other  improvements  in  the  Leased  Premises.

1.11     "Normal  Business  Hours"  means  the hours from 6:00 a.m. to 6:00 p.m.
Monday  to  Friday,  inclusive,  of  each  week.

1.12     "Operating Costs" means the total amount paid or payable whether by the
Landlord  or  others  on  behalf  of the Landlord for the management, operation,
maintenance, care and repair of the Landlord's Property, and without restricting
the  generality  of  the  foregoing  shall  include: fuel and operation expenses
incurred  in  lighting,  heating, ventilating and air conditioning the Building;
the costs of providing electricity or other utilities and services including all
rates  and  charges for electric current, gas, water, telephone and other public
or  private  utilities supplied to the Landlord's Property; the costs of hot and
cold  water;  the  costs  of window cleaning, telephone and other utilities; the
costs of all labour, salaries, wages, benefits and other payments made to or for
the  benefit  of janitors, caretakers and other employees of the Landlord or its
agents,  and the cost of independent service contracts incurred in the cleaning,
refurnishing,  maintenance  of security; the cost of all supplies (including all
supplies  and  necessities  which  are  occasioned  by  everyday wear and tear);
managerial  fees  and  administrative  expenses  related  to  the  Building  (or
Landlord's reasonable charges in lieu thereof if Landlord manages the Building),
the costs of fire, casualty, extended perils, public liability, elevator, boiler
and machinery, rental and other insurance; the costs of operating, repairing and
maintaining  of  elevators  and  of  air conditioning, mechanical and electrical
plant  and equipment; the costs of all repairs and replacements for the Building
including  the  capital costs therefor, the costs of painting interior areas not
normally  rented  to tenants and the costs of painting and otherwise maintaining
the  outside  of the Building, the cost of snow and ice removal, refuse removal,
landscape  maintenance,  and all costs in connection with the maintenance of the
common  areas  and facilities; and, all other expenses including accounting fees
and  business  taxes  paid  or  payable  by  the Landlord in connection with the
operation  of  the  Landlord's  Property whether or not such expenses are in the
contemplation  of  the  parties at the date hereof, depreciation of improvements
and  equipment  which substantially reduces other Operating Costs amortized over
their  useful  life  as  determined  by  the  Landlord  in accordance with sound
accounting  principals  and  Capital  Tax.  Operating  Costs  shall not include:
interest  on  debt;  capital retirement of debt; amounts charged to depreciation
except  as  hereinbefore  provided;  or,  any  costs  directly chargeable by the
Landlord  to  the  Tenant or any tenant or tenants pursuant to this Lease (other
than  Article  5.04  hereof  or  the  corresponding  provisions of other leases.
Operating  Costs  for any Lease Year, if less than one hundred percent (100%) of
the  Building  is occupied by tenants, shall be increased to an amount estimated
reasonably  by  the  Landlord as would have been, or would be, incurred had such
occupancy  been  one  hundred  percent  (100%)  during  such entire period. When
calculating  the  apportionment  of  the cost or the amount of an element of the
Operating  Costs  during  a period in which a tenant of the Landlord's Property,
all  Operating  Costs  incurred  by  the  Landlord  whether  such facilities are
directly  or  indirectly  enjoyed  by  the  tenant  shall be payable the Tenant.

1.13     "Property  Taxes"  shall mean an amount equivalent to all taxes, rates,
duties,  levies,  fees,  charges  and  assessments whatsoever whether municipal,
regional,  provincial,  federal,  parliamentary,  school,  Social  Services  or
otherwise  imposed  or  charged upon the Landlord's Property or charged upon the
Landlord  on  account  thereof,  including  all taxes, rates, duties, levies and
assessments for local improvements, excluding, however any Tenant's Taxes (which
shall  be  entirely  for the account of the Tenant as otherwise provided in this
Lease)  and  excluding  such  taxes  as corporate, profit or excess profit taxes
assessed  upon  the income of the Landlord, and shall include any and all taxes,
charges or other assessments which may in future be levied in lieu of all or any
of  the  Property  Taxes  as  herein  defined.


                                 Page 2 of 30
<PAGE>
1.14     "Proportionate Share" means the fraction which has as its numerator the
Rentable Area of the Leases Premises, and which has as its denominator the total
Rentable  Area  of  the  Building,  whether  rented  or  not.

1.15     "Rent" means all payments by the Sub-Tenant required or contemplated by
this  SubLease,  including  without  limiting  the  generality of the foregoing,
amounts  referred  to  as  rent,  rental,  Additional Rent or additional rental.

1.16     "Rentable Area", in the case of the Building, shall be calculated as if
the  entire building above the level designated the basement were let to tenants
occupying  whole  floors  and  in  the case of premises occupying a whole floor,
shall  include  all  the area within the outer Building walls, measured from the
inside finish of permanent outer building walls (which shall be considered to be
the  inside  of  the  window  glass  where present) and shall include washrooms,
electrical  closets and other closets within and serving that floor; in the case
of premises occupying less than a whole floor, shall include all the area within
the  Leased Premises measured from the inside finish of permanent outer building
walls  (which  shall  be  considered  to be the inside of the window glass where
present)  to  the  office side of corridor walls and to the centre of partitions
separating  the  premises from adjoining premises, to which shall be added a pro
rata  portion  of  the  area of the corridors, washrooms, electrical closets and
other  closets  within and serving that floor; but in no case shall any Rentable
Area  include  mechanical  equipment  areas  (unless installed for the exclusive
benefit  of  a  tenant), stairs (unless installed for the exclusive benefit of a
tenant),  elevator  shafts,  flues,  stacks, pipe shafts, or vertical ducts, and
their  enclosing  walls  or  any  pro  rata portion-thereof and shall in no case
include  any part of the parking or truck receiving areas. The public lobby area
on  the  main  floor  shall  be  included  in  the calculation of Rentable Area.

1.17     "Tenant  Taxes"  shall  mean an amount equivalent to all taxes, licence
fees,  assessments  or  other  charges  levied  or  imposed  by  any provincial,
municipal,  school  or  any  other authority against the Landlord or against the
Landlord's  Property  or  against  the Leased Promises, for or on account of the
business conducted by the Tenant or any other person on the Leased Premises, and
all  taxes, assessments and other charges levied or imposed against or otherwise
attributable  to  the  Tenant's  or  any  sub-Tenant's  improvements,  chattels,
fixtures,  installations,  alterations,  equipment  and  machinery, or being any
special  or  additional  taxes, licence fees, assessments or other charges which
the  Tenant  or  any  sub-Tenant  or  licensee  shall elect or cause to have the
Landlord's  Property  or  any part thereof assessed or charged with, whether any
such taxes, licence fees, assessments or other charges are payable in law by the
Tenant  or by the Landlord and whether such taxes, licence fees, assessments or.
other  charges  are included by the taxing authority in the taxes, licence fees,
assessments  or  other  charges  imposed  or  levied  on  or with respect to the
Building.

                                GRANT OF SUBLEASE
                                -----------------

2.01     DEMISE

WHEREAS  the  Sub-Landlord has entered into an Agreement to Lease dated December
1st,  1999  with  SHAMSAN DEVELOPMENTS LTD (hereinafter called the "Landlord" )a
company duly incorporated under the laws of the Province of British Columbia and
having  an  address  at  #288  - 1199 West Pender St in the City of Vancouver in
British  Columbia.

In  consideration of the rents, covenants, agreements and conditions hereinafter
respectively  Paid,  observed  and  performed on the part of the Sub-Tenant, the
Sub-Landlord  does  hereby  sublease  to  the  Sub-Tenant  the  Leased Premises,
commonly  known  as  Suite  888 and having Two Thousand Four Hundred Seventy-Six
(2,476)  square  feet,  as  described  in  Schedule "A" and as shown on Schedule
"B"attached  hereto


                                 Page 3 of 30
<PAGE>
2.02     TERM

To  have and to hold the leased premise for and during the term of two (2) years
and two (2) months (hereinafter sometimes referred to as the "Term"), commencing
the  1st  day  of  December  2000  and  ending  the  31st  day  of  January 2003

3.01     RENT

Yielding  and  paying  therefor  yearly  and every year during the Term unto the
Landlord a basic net rent in the sum of TWENTY-FOUR THOUSAND SEVEN HUNDRED SIXTY
DOLLARS  ($24,760.00)  of  lawful money of Canada to be paid in advance in equal
consecutive  monthly  installments  of TWO THOUSAND SIXTY-THREE & 33/100 DOLLARS
($2,063.33)  commencing on the 1st day of December, 2000 and on the first day of
each  and  every  month  thereafter  until and including the 1st day of January,
2003.  The  rent  payment  shall  be  guaranteed  by  Snowfield  Resources  Ltd
(hereinafter called the "first guarantor") a company duly incorporated under the
laws of the Province of British Columbia and having an address at #604 -675 West
Hastings  St  in  the  City of Vancouver in British Columbia and Discovery.-Corp
Enterprises  Inc  (hereinafter  called  the  "second  guarantor") a company duly
incorporated  under  the  laws of the Province of British Columbia and having an
address  at #701 318 Homer St in the City of Vancouver in British Columbia, such
guarantee  is  applicable  only  as  to  50%  of  the above rent payable by each
guarantor.

3.02     DEPOSIT

The  Sub-Tenant  shall pay to the Sub-Landlord on execution of this Lease by the
Sub-Tenant  the  sum  of  EIGHT THOUSAND FIVE HUNDRED FORTY ONE & 46/100 DOLLARS
($8,541.46)  as a deposit to the Sub-Landlord to be applied in part to the first
month's  rent  with  the  remainder  to stand as security for the payment by the
Sub-Tenant  of  any  and  all  present  and  future debts and liabilities of the
Sub-Tenant  to the Sub-Landlord and for the performance by the Sub-Tenant of any
and  all  its  obligations  arising  under or in connection with this Lease. The
Sub-Landlord  shall  repay  the security deposit to the Sub-Tenant at the end of
the  Term  or  sooner  termination of this Lease save only that there shall have
been  any  Event  of Default immediately before the end or sooner termination of
this  Lease.  The  Sub-Landlord  may retain the security deposit and apply it in
reduction  of  any  amounts  owing  by the Sub-Tenant to the Sub-Landlord. It is
understood that no interest shall accrue on the deposit held by the Sub-Landlord
and  the Sub-Landlord shall not be obliged to pay any interest to the Sub-Tenant
on  the  deposit  so  held.

3.03     PLACE  AND  MANNER  OF  PAYMENT  OF  RENT

All  Rent  payable  by  the  Sub-Tenant  to the Sub-Landlord hereunder shall be:

(a)     paid  when  due hereunder, without prior demand therefor and without any
deduction,  abatement  or  set-off  whatsoever,  at the office of the Landlord's
building  manager or at such other place or to such other agent or agents as the
Landlord  may  designate  from  time  to  time  to  the  Tenant;

(b)     applies  against amounts then due and payable thereunder, in such manner
as  the  Sub-Landlord may see fit, regardless of any designation or instructions
by  the  Sub-Tenant  to  the  contrary;

(c)     made  by  way  of  a series of cheques, post-dated to the respective due
dates or such payments, which the Sub-Tenant shall supply to the Sub-Landlord at
the  commencement  of  each  Lease  Year  or  earlier should the Sub-Landlord so
request,  without  prejudice  to  any other right of remedy of the Sub-Landlord.

4.01     NET  LEASE

The Sub-Tenant acknowledges and agrees that it is intended that this Lease shall
be  a  completely  carefree  net  lease for the Sub-Landlord except as expressly
herein  set  out,  and that the Sub-Landlord shall not be responsible during the
Term  for  any  costs,  charges,  expenses  and outlays of any nature whatsoever
arising  or  relating  to  the Leased Premises, or the contents thereof, and the
Sub-Tenant  shall  pay  all  charges,  impositions,  costs and expenses of every
nature  and  kind  relating  to  the  Leased Premises and to any dealings by the
Sub-Tenant  with  this  Lease  and  a.  Proportionate  Share  of  all  charges,
impositions,  costs  and  expenses  of  every  nature and kind relating to those
parties  of  the Landlord's Property not intended for leasing and the Sub-Tenant
covenants  with  the  Sub-Landlord  accordingly.


                                 Page 4 of 30
<PAGE>
4.02     ADDITIONAL  RENT

Without  limiting  the  generality  of  Article  4.01,  the  Tenant shall pay as
Additional  Rent:

(a)     the  Sub-Tenant's  Taxes  in  accordance  with  Article  5.02;

(b)     a Proportionate Share of Property Taxes in accordance with Article 5.03;

(c)     a  Proportionate  Share  of  Operating  Costs in accordance with Article
5.04;  and

(d)     such  other  sums, amounts, costs and charges as are required to be paid
by  the  Sub-Tenant  pursuant  to  this  Lease.

4.03     ESTIMATE  OF  ADDITIONAL  RENT

The  Landlord  may, in respect of any or all of the Additional Rent contemplated
by  Article  4.02,  compute  bona  tide  estimates  of  the  amounts  which  are
anticipated  to  accrue  in  the current or next following Lease Year or portion
thereof,  as  the Landlord may determine is the most appropriate period for each
item or category of Additional Rent, and may provide the Sub-Tenant with written
notice  of  the  amount  of  any  such  estimate, as well as of the Sub-Tenant's
estimated aggregate share thereof. Such estimate may be adjusted by the Landlord
from  time  to  time  as  the  need may arise, and the Sub-Tenant shall then pay
installments  of  Additional  Rent  according  to  such  estimates  as adjusted.

4.04     PAYMENT  OF  ADDITIONAL  RENT

With  respect  to any Additional Rent which the Landlord elects to estimate from
time  to  time pursuant to Article 4.03, following receipt of the written notice
of  the  estimated  aggregate  amount  of  the  Sub-Tenant's  share thereof, the
Sub-Tenant  shall pay to the Sub-Landlord the amount of such estimated aggregate
share,  in  equal  consecutive  monthly installments payable in advance together
with  the  monthly installments of rent as and when due pursuant to Article 3.01
Notwithstanding  the  foregoing,  as soon as bills for all or any portion of the
amounts  of Additional Rent so estimated are received, the Sub-Landlord may bill
the  Sub-Tenant  for  the amount of its share thereof determined pursuant to the
applicable  provisions  of  this  Lease.  The  payment of additional rent to the
Sub-Landlord  shall  be  guaranteed  by  the  first  guarantor  and  the  second
guarantor.

With  respect  to  any  Additional  Rent  which  the Landlord has not elected to
estimate from time to time pursuant to Article 4.03, the Sub-Tenant shall pay to
the  Sub-Landlord the amount of such Additional Rent, determined pursuant to the
applicable  provisions  of  this  Lease,  immediately upon receipt of an invoice
therefor.

4.05  ADJUSTMENT  OF  ADDITIONAL  RENT

Within  ninety  (90)  days after the conclusion of each lease year, the Landlord
shall  compute  the  actual amount of such Additional Rent actual amount of such
Additional  Rent,  as  well  as  the Sub-Tenant's actual aggregate share thereof
pursuant  to  the applicable provisions of this Lease, and make available to the
Sub-Tenant  for  examination  a  statement  showing  in  reasonable  detail  the
information  relevant  and  necessary  to  the  exact calculation of such actual
Additional  Rent.  If  the  Additional  Rent,  as set out in any such statement,
exceeds  the  aggregate amount of the installments paid pursuant to Article 4.04
in  respect  of such earlier estimated Additional Rent, the Sub-Tenant shall pay
to  the  Sub-Landlord  the  amount of the excess within fifteen (15) days of the
receipt  of  any  such  statement. If the contrary is the case, the Sub-Landlord
shall either return it to the Sub-Tenant within fifteen (15) days of delivery of
such statement or give credit to the Sub-Tenant for any such overpayment without
interest.

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
Sub-Tenant  to  withhold  any  sum  payable to the Sub-Landlord hereunder, or to
claim  damages  from  the  Sub-Landlord  or  Landlord.


                                 Page 5 of 30
<PAGE>
4.06     REVIEW  OF  ADDITIONAL  RENT

Any  payment  made by the Landlord or made by the Sub-landlord or Sub-Tenant and
accepted  by  the Landlord in respect or any adjustment made pursuant to Article
4.05  shall  be without prejudice to the right of the Landlord or the Sub-Tenant
to  claim  a readjustment, provided such claim is made within twelve (12) months
from  the  date  of  delivery  of the statement referred to in Article 4.05. The
certificate  of  a chartered accountant appointed by the Landlord who may be the
Landlord's  auditor  shall  in  the event of a dispute be conclusive and binding
upon  the  Sub-Landlord and the Sub-Tenant as to any amount payable from time to
time  under  this  Article  4.

4.07     ALLOCATION  TO  A  PARTICULAR  TENANT

If  in  the  Landlord's  opinion,  the  Leased Premises or the use or occupation
thereof  or  any  operation  therein  (whether  alone or together with any other
tenant or its premises or operations therein) gives rise to a disproportionately
high  share  of  any cost or amount which forms part Operating Costs or Property
Taxes,  the Landlord may allocate to the Sub-Tenant such portion of such cost or
amount  in  addition  to  the  Sub-Tenant's  Proportionate  Share thereof as the
Landlord  determines  and  the  Sub-Tenant  shall  pay  to  the  Sub-Landlord as
Additional  Rent  the  amount  so allocated forthwith upon written notice of the
allocation  being  given  to  the  Sub-Tenant.  Any  amount  so allocated by the
Landlord  shall  be  deducted from the Operating Costs or Property Taxes, as the
case  may  be,  for  the  period  in  which it is allocated by the Landlord. The
Landlord  may at any time notify the Sub-Tenant of its intention to make such an
allocation  to  the  Sub-Tenant  and in such event the Landlord may estimate the
amount  thereof  and  the Sub-Tenant will pay the amount of such estimate to the
Sub-Landlord  in  monthly  installments  in  advance  and the provisions in this
Article  4  will  apply  mutatis  mutandis.

                             SUB-TENANT'S COVENANTS
                             ----------------------

The  Sub-Tenant  covenants  and  agrees  with  the  Landlord  as  follows:

5.01     PAY  RENT

To  pay  during  the  Term unto the Sub-Landlord the Rent hereby reserved in the
manner  herein  provided without any deduction, abatement or set-off whatsoever.

5.02     TENANT'S  TAXES

(a)     To promptly pay the Sub-Tenant's taxes when due. The Sub-Tenant shall be
liable to pay the sub-tenants's Taxes for any period failing wholly or partially
within  the  Term

(b)     If  the  Sub-Landlord  is  required  by  lawful  authority  to  pay  the
Sub-Tenant's Taxes or considers it advisable to pay the Sub-Tenant's Taxes which
the  Tenant  fails  or  neglects  to pay, all moneys so paid by the Sub-Landlord
shall  be to the Sub-Tenant's account and the Sub-Tenant shall forthwith pay the
amount  thereof  to the Sub-Landlord or the taxing authority as the Sub-Landlord
may  direct,  and  all  amounts  so  paid  by  the Sub-Landlord shall constitute
Additional  Rent  forthwith  payable.

(c)     The Tenant further covenants and agrees that upon the written request of
the  Sub-Landlord  the  Sub-Tenant will promptly deliver to the Sub-Landlord for
inspection  receipts  for  payment of all such taxes, fees, assessments or other
charges  payable  by  the  Sub-Tenant under this Article 5.02 which were due and
payable  prior  to  such  request,  and  in  any  event  will  furnish  to  the
Sub-Landlord,  if  requested  by  the  Sub-Landlord,  evidence  of such payments
satisfactory  to  the  Sub-Landlord before the 21st day of January in each year,
covering  payments  for  the  preceding  year.

(d)     The  Sub-Tenant  will indemnify and keep indemnified the Sub-Landlord in
respect  of  all loss, costs, charges and expenses occasioned by or arising from
all  such  Sub-Tenant's  Taxes  and  any  loss,  costs,  charges and expenses so
suffered by the Sub-Landlord shall constitute Additional Rent forthwith payable.


                                 Page 6 of 30
<PAGE>
5.03     PROPERTY  TAX

(a)     To  pay  to  the  Sub-Landlord  as  Additional  Rent  in accordance with
Articles  4.02,  4.03,  4.04  and  4.05  its Proportionate Share of the Property
Taxes.

(b)     In  the  event  that this Lease shall commence at any time other than at
the  beginning  of  a  calendar  year,  and  in  the event that this Lease shall
terminate at any time other than at the end of a calendar year, the Sub-Tenant's
obligation  set  out  herein  for payment of its Proportionate Share of Property
Taxes  shall  be  adjusted pro rata on a per them basis between the Sub-Landlord
and the Sub-Tenant, to the intent and purpose that the Sub-Tenant shall bear the
burden thereof referable only to the Term of this Lease or any period of holding
over.

(c)     If the Property Taxes shall be increased by reason of any installations,
alterations,  improvements or use made in or to the Leased Premises or elsewhere
upon  the  Landlord's  Property  by  or for the benefit of the Sub-Tenant or any
Sub-Tenant, assignee or licensee of the Sub-Tenant, the Sub-Tenant shall pay the
amount  of  such  increase  as  Additional  Rent,  immediately  upon  demand.

(d)     Any  expense reasonably incurred by the Landlord in attempting to obtain
a  reduction  in the amount of the Property Taxes shall be added to and included
in the amount of the Property Taxes. In the event that the Sub-Tenant shall have
paid its Proportionate Share of the Property Taxes pursuant to this Article, and
the  Sub-Landlord  shall  thereafter  receive  a  refund  of  any portion of the
Property  Taxes,  the  Sub-Landlord  shall  make  an  appropriate  refund to the
Sub-Tenant.

(e)     Should  the  Sub-Tenant  not  promptly  make  its  payments  as  herein
stipulated with the result that the relevant taxing authorities impose a penalty
upon the Landlord for late payment of taxes, the Sub-Tenant shall be responsible
for  the  entire  amount  of such penalty and shall pay same to the Sub-Landlord
promptly  upon demand. Failure to make such payment shall be a default under the
terms  of  this  Lease.

5.04     OPERATING  COSTS

(a)     To pay to the Sub-Landlord throughout out the term as additional rent in
accordance  with  Articles 4.02, 4.03, 4.04 and 4.05, its proportionate share of
operating  costs  including  the Sub-Tenant's proportionate share of charges for
electricity  and  other  utilities;  and

(b)     In  the  event this Lease commences, expires or is determined before the
end  of  the  period  for  which  any  item or category of Additional Rent would
otherwise  be  payable,  the  amount  thereof payable by the Sub-Tenant shall be
apportioned  and  adjusted  pro  rata  on  a  per  them  basis.

5.05     ELECTRICITY  AND  OTHER  UTILITIES

(a)     The  Sub-Tenant's use of electricity in the Leased Premises shall be for
the  operation  during  normal  business  hours  of lighting and normal business
machines,  electrical fixtures such as typewriters and other small ofce machines
and  lamps,  and  shall  not  at  any  time  exceed  the  capacity of any of the
electrical conductors and equipment in or otherwise serving the Leased Premises.
In  order to ensure that such capacity is not exceeded, and to even the possible
adverse effect upon the Building's electrical service, the Sub-Tenant shall not,
without  the  Sub-Landlord's prior written consent in each instance, connect any
additional  fixtures,  appliances  or  equipment  (other  than  normal  office
electrical  fixtures,  lamps,  typewriters and similar small office machines) to
the Building's electrical distribution system or make any alteration or addition
to  the  electric  system of the Leased Premises existing at the commencement of
the  Term.  If  the Sub-Landlord grants such consent, the cost of all additional
risers and other equipment required therefor shall be paid as Additional Rent by
the  Sub-Tenant to the Sub-Landlord upon demand. As a condition to granting such
consent,  the Sub-Landlord may require the Sub-Tenant to agree to an increase in
the  Additional  Rent  for  electricity  by  an  amount  which  will reflect the
increased  costs  to the Sub-Landlord of the additional services to be furnished
by  the  Sub-Landlord. The Sub-Tenant on request from time to time shall provide
the Landlord with a list of all electrical appliances and business machines used
in the Leased Premises. In addition, the Sub-Tenant shall pay as Additional Rent
the  cost  of  any  extra  electrical consumption caused by special equipment or
multiple  shift  occupancy, which costs shall be based upon B.C. Hydro and Power
Authority's  estimate  of  consumption.


                                 Page 7 of 30
<PAGE>
(b)     The  Landlord  shall  have the exclusive right to clean and maintain the
light  fixtures  and to attend to any replacement of electric tight bulbs, tubes
and  ballasts in the Leased Premises throughout the Tern, and may adopt a system
of  relamping  and reballasting periodically on a group basis in accordance with
good  practice  in  this regard. The Sub-Tenant shall pay to the Sub-Landlord as
Additional  Rent  the  costs  of  such  maintenance  and  such  replacements.

(c)     In  the  event  that  there  is  not  a separate meter for measuring the
consumption  of  and  charging  for  electricity  or  any  other utility used or
consumed by the Sub-Tenant in the Leased Premises, the determination of any such
utilities  used  or  consumed  by  the  Sub-Tenant  shall,  at the option of the
Sub-Landlord,  either be by a separate meter installed by the Sub-Landlord or if
the  Sub-Landlord  so requests by the Sub-Tenant, in each case at the expense of
the  Sub-Tenant,  or  alternatively,  be so allocated by the Sub-Landlord acting
reasonably.

5.06     REMOVAL  OF  FIXTURES

(a)     The  Sub-Tenant  may,  so long as no event of default then exists, at or
prior  to the expiration of the Term hereby granted, take, remove and carry away
from  the  premises  hereby  leased  all  fixtures,  fittings, plant, machinery,
utensils,  shelving, counters, safes or other articles in the nature of trade or
tenants' fixtures belonging to or brought upon the Leased premises or shall make
good  any  damage  which  may  be  occasioned  by such removal, and shall at the
Landlords  option  restore  or  replace any parts which may previously have been
removed  or  altered  by  the  Sub-Tenants; provided further that the Sub-Tenant
shall  not  remove  or  carry  away from the leases Premises any building or any
plumbing,  heating  or  ventilating  plant  or  equipment  or  other  building

(b)     If  the  Sub-Tenant  fails to remove its fixtures and restore the Leased
Premises  as  aforesaid,  all  such  fixtures  shall  become the property of the
sub-Landlord  except  to  the  extent that the sub-Landlord continues to require
removal  thereof  pursuant  to  subclause  (d)  of  this  Article  5.06.

(c)     Should  the  Sub-Tenant abandon the Leased Premises or should this Lease
be  terminated  before  the  proper  expiration  of the Term due to any Event of
Default  then,  in  such event, as of the happening of the Event of Default, all
trade or Sub-Tenants' fixtures and furnishings of the Sub-Tenant (whether or not
attached  in  any manner to the Leased Premises) shall, except to the extent the
sub-Landlord  requires  the  removal  hereof  pursuant  to subclause (d) of this
Article  5.06,  become  and  be  deemed  to be the property of the sub-Landlord,
without  indemnity  to  the  Sub-Tenant  and as additional liquidated damages in
respect  of  such  default and without prejudice to any other right or remedy of
the  sub-Landlord.

(d)     Notwithstanding  that  any  trade  fixtures,  furnishings,  alterations,
additions,  improvements  of  fixtures  are  or  may  become the Property of the
sub-Landlord  pursuant  to  the  other  provisions  of  this  Article  5.06, the
Sub-Tenant shall forthwith remove the same and shall make good any damage caused
to  the  Leased Premises resulting from the installation or removal thereof, all
at the Sub-Tenant's expense, should the sub-Landlord so require by notice to the
Sub-Tenant  and  whether  or not the Term of this Lease has expired or otherwise
been  terminated.

(e)     If  the  Sub-Tenant,  after  receipt  of  a notice from the sub-Landlord
pursuant  to  subclause  (d) of this Article 5.06, fails  to promptly remove any
trade  fixtures,  furnishings, alterations, additions, improvements and fixtures
in  accordance with such notice, then the sub-Landlord may enter into the Leased
Premises  and  remove therefrom all or part of such trade fixtures, furnishings,
alterations,  additions,  improvements and fixtures without any liability and at
the  expense  of  the  Sub-Tenant,  which expense shall forthwith be paid by the
Sub-Tenant  to  the  sub-Landlord.

5.07     INSURANCE

(a)     The Sub-Tenant shall during the Term, at its sole cost and expense, take
out  and  keep  in full force and effect and in the names of the Sub-Tenant, the
Landlord  and  the  mortgagees of the Landlord as their respective interests may
appear,  the  following  insurance:


                                 Page 8 of 30
<PAGE>
     (i)     fire  insurance  with  extended  coverage  endorsement  covering
leasehold improvements made or installed by or on behalf of the Sub-Tenant in an
amount  equal  to  the  full  replacement  value  thereof,

     (ii)     public liability and property damage insurance with respect to the
Leased  Premises  and the Sub-Tenant's use of any part of the Building and which
coverage  shall include the activities and operations conducted by the SubTenant
and any other person on the Leased Premises; such policies shall be written on a
comprehensive basis with limits of not less than $3,000,000 for bodily injury to
any  one  or  more  persons,  or  property damage, and such higher limits as the
Landlord  or  the mortgagees of the Landlord may reasonably require from time to
time,  and all such policies shall contain a Severability of Interest Clause and
a  Cross  Liability  Clause;  and

     (iii)     such  other  insurance  that the landlord (or it's morgagee) may,
act  reasonably,  require  from  time  to  time

(b)     All insurance shall be effected with insurers and brokers and upon terms
and  conditions  satisfactory  to  the  landlords, and copies of all policies if
requested  by the landlord or certificate of insurance shall be delivered to the
Landlord  as  soon  as  practicable after the placing of the required insurance.

(c)     All  such  policies  of  insurance shall contain a waiver of subrogation
clause  in  favour of the Landlord and shall also contain a clause requiring the
insurer  not to cancel or change the insurance without first giving the Landlord
thirty  (30)  days  prior  written  notice  thereof.

(d)     The  Sub-Tenant  agrees that if it does not provide or maintain in force
such  insurance,  the  Landlord may take out the necessary insurance and pay the
premium therefor for periods of one (1) year at a time, and the Sub-Tenant shall
pay  to  the  sub-Landlord  as  Additional  Rent  the  amount  of  such  premium
immediately  on  demand.

(e)     In the event that both the Landlord and the Sub-Tenant have claims to be
indemnified under any such insurance the indemnity shall be applied first to the
settlement  of  the  claim  of  the  Landlord  and  the  balance, if any, to the
settlement  of  the  claim  of  the  Sub-Tenant.

5.08     ACTS  CONFLICTING  WITH  INSURANCE

The  Sub-Tenant  shall not do or permit to be done anything or any act which may
render  void  or  voidable  or  conflict  with the requirements of any policy or
policies  of  insurance  or  reduce  the  coverage  thereunder,  including  any
regulations of fire insurance underwriters applicable to such policy or policies
whereby  the Leased Premises or the Landlord's Property are insured or which may
cause  any  increase  in  premium  to  be  paid in respect of any such policy or
policies.  In  the event that any such policy or policies is or are cancelled by
reason of any act or omission of the Sub-Tenant, the sub-Landlord shall have the
right  at  its  option  to  terminate  this  Lease forthwith by giving notice of
termination  to  the Sub-Tenant, and in the event that the premium to be paid in
respect  of  any  such policy or policies is increased by any act or omission of
the  SubTenant, the Sub-Tenant shall pay to the sub-Landlord the amount by which
said  premium  shall  be  so  increased  forthwith  on  demand.

5.09     REPAIR

(a)     The  Sub-Tenant  covenants  throughout  the  Term  of  this Lease at the
Sub-Tenant's  sole cost and  expense, to repair the Leased Premises, and to keep
the  Leased  Premises  in  good  repair  as  a careful owner would do, including
interior  painting  if,  in  the  opinion  of the sub-Landlord, such painting is
required,  with  the  exception  of. reasonable wear and tear to the extent only
that  such reasonable wear and tear is not inconsistent with the Leased Premises
being kept and maintained in good order and condition generally; damage by fire,
lightning,  tempest  and  other  casualty with respect to which the Landlord has
received  proceeds  of  insurance;  and  structural  repairs  to  the  Building.

(b)     If  the Leased Premises or any equipment, appurtenances and improvements
within  the  Leased  Promises,  or  if  the  Building,  the  elevators, boilers,
engines, heating apparatus, or other pipes, drainage pipes or other equipment or
apparatus  or part of the Building not located within the Leased Premises, shall
be  damaged,  destroyed,  rendered  inoperable,  or  require replacement through
negligence,  carelessness  or  misuse  by  the Sub-Tenant, its servants, agents,
employees  or  any  one  permitted  by  it  to  be in the Building or the Leased
Premises,  the  expense  of  the  necessary repairs, replacements or alterations
shall  be  bome  by  the  Sub-Tenant,  who  shall  pay  them to the sub-Landlord
forthwith  on  demand.


                                 Page 9 of 30
<PAGE>
(c)     The Sub-Tenant shall permit the sub-Landlord and its agents to enter and
view  the state of repair and condition of  the leased premises and improvements
therein;  and  repair  according  to any notice given by the sub-landlord to the
Sub-Tenant  in writing, to the extent that the Sub-Tenant is responsible for the
repairs pursuant to the provisions of this article 5.09. All repairs made by the
Sub-Tenant  shall  be  done  in  a  good  and  workmanlike  manner.

(d)     In  this  lease  "repairs"  shall include replacements and renewals when
necessary  and  painting  and  maintenance of all areas and shall comply with al
Municipal,  Provincial  and  federal  regulations.

5.10     USE  OF  LEASED  PREMISES

(a)     The Sub-Tenant covenants not to use or permit the Leased Premises or any
part  thereof  to be used for any purposes other than the purposes for which the
Leased  Premises  are  hereby  leased,  namely  as  a  business  office  of  the
Sub-Tenant.

(b)     The  Sub-Tenant  covenants  not  to  do  or  suffer any waste or damage,
disfiguration,  or  injury  to the Leased Premises of the fixtures and equipment
thereof  or  permit  or suffer any overloading of the floors thereof, and not to
place  therein  any  safe, heavy business machine, or other heavy thing, without
first  obtaining  the  consent  in  writing  of  the  Landlord.

5.11     ALTERATIONS  AND  INSTALLATIONS

(a)     The  Sub-Tenant  shall  not  without  the  prior  written consent of the
sub-Landlord,  which  consent  shall  not  be  unreasonably  withheld,  make any
alterations,  repairs  or  improvements  to  the Leased Premises or the Building
systems  serving  the  Leased  Premises.  The  Sub-Tenant  shall  submit  to the
sub-Landlord  detailed plans and specifications of any such work or installation
when  applying  for  consent, and the sub-Landlord reserves the right to recover
from  the  Sub-Tenant  the  reasonable  cost of having its architects, agents or
engineers  examine  such  plans and specifications. The sub-Landlord may require
that  any  or  all  work  to be done or materials to be supplied with respect to
alterations,  repairs  of  improvements  to the Leased Premises shall be done or
supplied  by  workmen or by contractors first approved by the sub-Landlord, such
approval not to be unreasonably withheld. All work to be done or materials to be
supplied  hereunder  shall be at the sole cost and expense of the Sub-Tenant and
shall  be  done  and  supplied  and paid for in the manner and according to such
terms  and conditions if any, as the sub-Landlord may prescribe. Any connections
of  apparatus  to  the  electrical system other than a connection to an existing
base  receptacle  or  any connection of apparatus to the plumbing lines shall be
deemed  to  be  an  alteration  within  the  meaning  of this Article 5. 11 (a).

(b)     Any additions to or alterations of the Leased Premises shall become part
of  the  Landlord's  Property.

(c)     The  Sub-Tenant shall install or put up in the Leased Premises only such
window  drapes,  blinds,  awnings.  floor  coverings, wall coverings, notices or
other  similar  things  as  are  first  approved in writing by the sub-Landlord.

5.12     SIGNS  AND  ADVERTISING

The  Sub-Tenant  shall  not  paint,  display, inscribe, place or affix any sign,
picture,  advertisement,  notice,  lettering  or  direction  on  any part of the
outside  of  the  Building or in the interior of the Leased Premises and visible
from  the  outside of the Building. The Landlord may prescribe a uniform pattern
of  identification  of  signs for Sub-Tenants to be placed on the outside of the
doors or other entranceway leading into the Leased Premises, and other than such
identification  signs,  the Sub-Tenant shall not paint, display, inscribe, place
or affix any sign, picture, advertisement, notice, lettering or direction on the
outside  of  the  Leased  Premises  for  exterior view without the prior written
consent  of  the  Landlord, such consent not to be unreasonably withheld, taking
into  account  the  character  and  construction  of the Building and the Leased
Premises,  the  nature  of the sub-Tenants business, and the requirements of all
relevant  authorities. The Sub-Tenant shall remove the same at the expiration of
the  Term  hereof,  and  make  good  all  damage  caused  by  such  removal.


                                Page 10 of 30
<PAGE>
5.13     NO  NUISANCE

The  Sub-Tenant  shall not at any time during the term, use or exercise or carry
on  or permit or suffer to be used, or to be exercised or carried on, in or upon
the  leased  premises  or  any part thereof any noxious or offensive art, trade,
occupation  or calling, and no act, matter or thing whatsoever shall at any time
during  the said Term be done in or upon the Leased Premises or any part thereof
which  shall  or  may  be  used  or  grow  to the annoyance, nuisance, damage or
disturbance  of  the  occupiers  or owners of the Building or adjoining land and
property.

5.14     COMPLIANCE  WITH  LAWS

The Sub-Tenant covenants that it shall promptly, at its expense, comply with and
observe  the requirements of all statutes, bylaws, laws, ordinances, regulations
and  orders  at any time in force during the Term hereof which are applicable to
the  Tenant  or the condition, partitioning, equipment, repair, maintenance, use
or  occupation of the Leased Premises, including Without limitation, all police,
fire,  and  sanitary regulations and any regulation, order or requirement of any
fire  underwriters  association or any similar body having similar functions and
of  any liability of fire insurance company by which the Landlord and sub-Tenant
or  either of them may be insured at any time during the Term hereof, whether or
not  such  statute, bylaw, law, regulations, ordinance or order be of a kind now
existing  or  within  the contemplation of the Landlord or the sub-Tenant. In so
doing,  the  sub-Tenant  shall  at  its  expense make any necessary alterations,
repairs,  additions  or  deletions  in,  on  or  to  the  Leases Premises or the
Landlord's  Property  or any parts thereof and any equipment, machinery or other
facilities in, on, upon, or used in connection With or appurtenant to the Leased
Premises  or  any  part  thereof. Notwithstanding the foregoing, it shall be the
Landlord's  responsibility to comply with and observe all such statutes, bylaws,
laws,  ordinances, regulations and orders which relating to the Building, except
sub-tenants'  improvements  in  so  far  as  tile\!  may  require  changes  of a
structural nature in the Building, except Sub-Tenants' improvements, except that
such  changes shall be made at the expense of the Sub-Tenant if they are changes
or  additions  required  to  be  made  in or to the Sub-Tenant's improvements or
partitioning  (whether above or below the ceiling tiles) whether such changes be
considered  structural  or not, or if such changes are required by reason of the
nature  of  the  use  or  improvements  contemplated  or made by the Sub-Tenant.

5.15     INDEMNIFICATION

The  Sub-Tenant  covenants  with the Sub-Landlord to indemnify and save harmless
the  Sub-Landlord  from any and all payments and liabilities required to be made
in  respect  of  the Leased Premises, but not including income taxes, succession
duties,  inheritance taxes and similar charges personal to the sub-Landlord, and
without  limiting  the  generality  of  the  foregoing, shall indemnify and save
harmless  the  sub-Landlord from any and all liabilities, damages, costs, suits,
actions  and  expenses  arising  out  of

(a)     Any  breach,  violation or non-performance of any covenant, condition or
agreement  in  this  Lease set forth and contained on the part of the Sub-Tenant
to  be  fulfilled,  kept,  observed  and  performed.

(b)     Any  damage to property of the Sub-Tenant, any Sub-Tenant, licences, and
all  persons  claiming  though  or under him, them, or any of them, or damage to
any  other property howsoever occasioned by the use and occupation of the Leased
Premises.

(c)     Any  injury  to  any person or persons, including death resulting at any
time  therefrom,  occurring  in  or  about the Leased Premises and/or sidewalks,
platforms,  corridors,  stairways,  elevators,  escalators,  parking, loading or
other  areas  adjacent  to  the  same.

Such  indemnification  in  respect  of  any  such  breach,  violation  and
non-performance,  damage to property, injury or death, occurring during the Term
of the Lease shall survive and termination of this Lease, anything in this Lease
to  the  contrary  note  withstanding.


                                Page 11 of 30
<PAGE>
5.16     ENTRY  BY  LANDLORD

The  Sub-Tenant shall permit the landlord, it's servants or agents to enter upon
the  leased  premises  at  any  time  and  from  time to time for the purpose of
inspecting  and  of  making  repairs,  alterations of improvements to the leased
premises  or  to  the  building or systems thereof, or for the purpose of having
access  to  the  underfloor  ducts, or to the access panels to mechanical shafts
(which  the Sub-Tenant agrees not to obstruct), or in order to check, calibrate,
adjust  and  balance  controls  and  other parts of the heating, ventilating and
climate  control  system.  Provided  that  the Landlord shall proceed under this
Article  5.16  in  such manner as to minimize interference with the Sub-Tenant's
use  and  enjoyment  of  the  Leased  Premises,  and the Sub-Tenant shall not be
entitled  to  compensation  for  any  inconvenience,  nuisance  or  discomfort
occasioned thereby. Furthermore, the Landlord, its servants or agents may at any
time  and from time to time enter upon the Leased Premises to remove any article
or remedy any condition which in the opinion of the Landlord, reasonably arrived
at, would be likely to lead to cancellation of any policy of insurance. Entry by
the  Landlord upon the Leased Premises or any part or parts thereof from time to
time  pursuant  to this Article 5.16 shall not be or be deemed to be a re-entry.

5.17     ASSIGNING,  SUBLETTING,  PARTING  WITH  POSSESSION

(a)     The  Sub-Tenant  covenants not to assign this Lease or sublet the Leased
Premises  or  any part thereof or permit the Leased Premises or any part thereof
to be occupied by any person other than the Sub-Tenant without the prior consent
in writing of the sub-Landlord, which consent shall not be unreasonably withheld
or  delayed in each instance. At the time the Sub-Tenant requests the consent of
the sub-Landlord, the Sub-Tenant shall deliver to the sub-Landlord a copy of any
offer  or agreement to assign or sublet or the sublease or assignment, the name,
address,  nature  of business and the most recent financial statements (audited,
if  available)  of  the proposed assignee, Tenant or occupant and forthwith upon
request  such additional information, if any, as the sub-Landlord may reasonably
require (all of which is herein referred to as "required information"). Upon the
receipt  of  such  request and all the required information the sub-Landlord may
within fourteen (14) days after such receipt, cancel and terminate this Lease 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, cancel and
terminate  this  Lease with respect to such portion, in each case as of the date
set forth in the sub-Landlord's notice of exercise of such right, which shall be
neither  less  than  sixty  (60)  nor  more  than ninety (90) days following the
service  of  such  notice.  If  the  sub-Landlord  should exercise such right of
termination,  then,  except  as  hereinafter  provided,  the  Sub-Tenant  shall
surrender  the  whole or the part, as the case may be, of the Leased Premises in
accordance  with such notice and the rent and other payments required to be made
by  the  Sub-Tenant  hereunder  shall be adjusted as at the date of termination.

(b)     The sub-Landlord's consent to any assignment may be conditional upon the
assignee  entering  into  an agreement in a form satisfactory to the Landlord to
perform,  observe  and  keep each and every covenant, condition and agreement in
this  Lease  on  the  part of the Sub-Tenant to be performed, observed and kept,
including  payment  of rent and all other sums and payments agreed to be paid or
payable  under  this  Lease  on  the  days  and  at  the times and in the manner
specified.

(c)     In no event shall any assignment or subletting or occupancy to which the
sub-Landlord  may  have  consented alter, release or relieve the Sub-Tenant from
its  obligations fully to perform all the Sub-Tenant's covenants, conditions and
agreements  of  this  Lease.  The  Sub-Tenant shall pay on demand the Landlord's
reasonable  costs  incurred in connection with the Sub-Tenant's request for such
consent.

(d)     If  the Sub-Tenant is a private corporation and any or all of its issued
shares  shall  be  transferred  by  sale,  assignment,  bequest,  inheritance,
operation  of  law  or  other  disposition  or dispositions so as to result in a
change  in  the  control  of  the  corporation,  such change of control shall be
considered  an  assignment  of  this lease and shall be subject to the aforesaid
provisions:  the  Sub-Tenant  shall  make  available  to  the landlord upon it's
request for inspection and copying, all books and records of the Sub-Tenant, any
assignee  or  Sub-Tenant  and  their respective shareholders which alone or with
other  data,  may  show  the  applicability  or inapplicability of this section.

(e)     The  Sub-Tenant  shall  not  advertise or allow the Leased Premises or a
portion thereof to be  advertised as being available for assignment, sublease or
otherwise  without  the  prior  written approval of the Landlord to the form and
content  of  such  advertisement,  which  approval  shall  not  be  unreasonably
withheld,  provided that no such advertising shall contain any references to the
rental  or  the  rental  rate  of  the  Leased  Premises.


                                Page 12 of 30
<PAGE>
(f)     The  Sub-Tenant shall be liable for the sub-Landlord's costs incurred in
connection  with  the  Sub-Tenant's  request for  consent, including but without
limiting  the  generality  of  the foregoing, the sub-Landlord's legal expenses.

5.18     TIDY  CONDITION

The  Leased  Premises  and  every part thereof shall be kept in a clean and tidy
condition, and no waste paper, garbage, ashes or waste or objectionable material
shall  be  permitted  to  accumulate  thereon.  The  Sub-Tenant  shall  place in
containers  of  a type approved by the Landlord all garbage and refuse, and such
containers  shall  be  deposited  for  pickup  at  such  times and places as are
designated  in  writing  from  time  to  time  by  the  Landlord.

5.19     RULES  AND  REGULATIONS

The Sub-Tenant and its employees and all persons visiting or doing business with
it  on  the  Leased  Premises  shall  be  bound  and shall observe the Rules and
Regulations  attached  to this Lease as Schedule "C" and any other reasonable or
amended  Rules and Regulations made hereafter by the Landlord of which notice in
writing  shall  be  given  to the Sub-Tenant, and all such Rules and Regulations
shall  be  deemed  to be incorporated into and form part of this Lease. Provided
that  nothing  in  this  Lease  contained  shall be construed to impose upon the
Landlord  any  duty  or  ,obligation to enforce the Rules and Regulations or the
terms,  covenants, or conditions in any other lease against any other Sub-Tenant
of  premises  in  the  Building,  and  the  Landlord  shall not be liable to the
Sub-Tenant  for  violation  of  the  same by any other Sub-Tenant, its servants,
employees,  agents,  visitors  or  licensees. The Landlord also has the right to
suspend  or  cancel  any  or  all  such  Rules  and  Regulations.

5.20     NOTICE  OF  ACCIDENTS

The Sub-Tenant shall notify the Landlord promptly and in writing of any accident
or damage of which it becomes aware, or any defect in the Leased Premises or the
Building  or  any  part  thereof  including  the  heating,  ventilating  and air
conditioning  apparatus,  water  and  gas  pipes,  telephone  lines,  electrical
apparatus  or  other  building  services.

5.21     FIRE  AND  SAFETY

The  Sub-Tenant acknowledges that it may be or become desirable or necessary for
the Landlord to organize and coordinate arrangements within the Building for the
safety  of  all Sub-Tenants and occupants in the event of fire or similar event,
and the Sub-Tenant, its employees, servants, agents and invitees shall cooperate
and  participate  in any fire drills, evacuation drills and similar exercises as
may  be  arranged  or organized by the Landlord from time to time, and will hold
the  Landlord  harmless  from  any  loss,  damage  or  injury arising therefrom.

5.22     ENERGY  CONSERVATION

The  Sub-Tenant  shall  cooperate  with the landlord in conserving energy of all
types  in  the building including complying at the Sub-Tenants own cost with all
reasonable  requests  and  demands  of  the  Landlord made with a view to energy
conservation:  any  reasonable  capital  expenditures made by the Landlord in an
effort  to  promote energy conservation shall be added to Operating Costs in the
Lease  Year  such  expenditures  are  incurred.

5.23     CERTIFICATE

The  Sub-Tenant  agrees that it will at any time and from time to time, upon not
less  than  five  (5)  days  prior notice, execute and deliver to the Landlord a
statement  in writing certifying that this Lease is unmodified and in full force
and  effect  (or, if modified, stating the modifications and that the same is in
full force and effect as modified), the amount of the annual rent and Additional
Rent  then being paid hereunder, the dates to which the same, by installments or
otherwise,  have  been paid, and whether or not there is any existing default on
the  part  of  the  Landlord  of which the Sub-Tenant has notice and giving such
other  information  as  the Landlord may require, it being understood and agreed
that  any such statement delivered pursuant to this paragraph shall be addressed
to  (and  may  be  relied upon by) any prospective purchaser or mortgagee of the
Landlord's  interest  or  by  such  other  person  as  the  Landlord may direct.


                                Page 13 of 30
<PAGE>
5.24     SURRENDER  OF  POSSESSION

The  Sub-Tenant  will,  at  the  expiration or sooner determination of the Term,
peaceably  surrender and yield up unto the Sub-Landlord the Leased Premises with
the  appurtenances,  together  with  all  alterations,  additions,  fixtures  or
erections  which  at  any  time  during  the  said Term shall be made therein or
thereon  in  good  repair  and  condition  in  accordance  with the Sub-Tenant's
obligations  to  repair.

                            SUB-LANDLORD'S COVENANTS
                            ------------------------

The  Sub-Landlord  covenants  with  the  Sub-Tenant  as  follows:

6.01     QUIET  ENJOYMENT

The  Landlord  covenants and agrees with the Sub-Tenant that upon the Sub-Tenant
paying  the  Rent  hereby  reserved  within  the  periods limited herein for the
payment  thereof, and upon the Sub-Tenant observing and performing the covenants
and  agreements  herein  contained within the periods limited for the observance
and  performance  thereof,  the  Sub-Tenant  shall and may peaceably possess and
enjoy  the  Leased Premises for the Term hereby granted without any interruption
or  disturbance  from  the  sub-Landlord  or  any person or persons claiming by,
through or under the Landlord. Provided and it is hereby agreed that in no event
will  the  conduct  of  repairs,  alterations,  additions  or renovations by the
Landlord to the exterior or interior of the Leased Premises or the Building (nor
construction  within  or  upon the Building or the Leased Premises) constitute a
breach  of  this  covenant  for  quiet  enjoyment.

6.02     REPAIR  AND  MAINTENANCE

Subject  to  other  provisions  hereof,  the  Landlord shall repair, replace and
maintain the external and structural parts of the Building which do not comprise
a  part  of  the  Leased  Premises  and  are not leased to others, and equipment
closets and shafts within the Leased Premises designated by the Landlord for use
by  it  in  connection  with  the operation and maintenance of the Building, and
shall  perform  such  repairs,  replacements  and  maintenance  in  a  good  and
workmanlike  manner.

6.03     HEATING  AND  AIR  CONDITIONING

The  landlord  shall provide heating and air conditioning of the leased premises
to  an  extent  sufficient  to  maintain  reasonable  temperature therein during
business hours and under normal office use, except during the making of repairs,
alterations  or improvements and except when prevented from so doing by strikes,
the making of repairs, inspections, alterations, improvements and maintenance or
any causes beyond the Landlord's reasonable control. The Sub-Tenant acknowledges
that  the foregoing obligation is limited to heating and air conditioning on the
basis  of  one person to every one hundred (100) square feet of space on an open
floor  basis, the window shading being drawn on exterior windows during the time
that such windows are exposed to the sun, all windows being kept closed, and the
average consumption of electricity on the Leased Premises not exceeding four (4)
watts  per  square  foot, and is without regard to the Sub-Tenant's specific use
thereof  or  the  installation  of  any  computers or data processing equipment.

Any  and all costs of adapting the air conditioning and heating systems required
as  a  result  of  any  alteration,  change,  or  improvement made to the Leased
Premises  by the Sub-Tenant or by the Landlord on behalf of the Sub-Tenant shall
be  tile  responsibility  of  the  Sub-Tenant  and  not  the  Landlord.

6.04     JANITOR  SERVICES

The  Landlord  shall  cause, when reasonably necessary, the floors of the Leased
Premises and the common areas, if any, on the floor on which the Leased Premises
are  situate  to  be swept and cleaned, the windows washed and the desks, tables
and other furniture dusted. The Landlord shall not be responsible for any act of
omission  or commission on the part of any person or persons employed to perform
such  work;  such  work  shall  be  done at the Landlord's direction without any
interference  by  the  Sub-Tenant,  its  servants  or  employees.


                                Page 14 of 30
<PAGE>
6.05     ELEVATORS

The  Landlord  shall  furnish, except during the making of repairs, maintenance,
alterations, improvements or inspections and except when prevented from so doing
by  strikes  or  any  cause  beyond the Landlord's reasonable control, passenger
elevator  service  during  normal  business  hours  to  the  Sub-Tenant  and its
employees  and  those doing business with the Sub-Tenant, in common with others,
provided  that the Sub-Tenant and such employees and all other persons using the
same  shall  do  so  at  their  sole  risk, and under no circumstances shall the
Landlord  be  liable  for  any  claim  or  responsible  for any damage or injury
happening  to  any  person  while  using  the  elevator,  or  occasioned  to the
Sub-Tenant  or  any  other  persons by any elevator or any of its appurtenances.

6.06     WASHROOMS

The  Landlord  shall  permit  the  Sub-Tenant  and its employees, in common with
others  entitled  thereto,  to use the washrooms in the Building on the floor or
floors  in  which  the  Leased  Premises  are  situate.

6.07     ACCESS

The  Sub-Tenant  and  its  employees  and  all  persons  lawfully  requiring
communication  with  them,  shall  have  the use during normal business hours in
common  with  others of the main entrance and stairways, corridors and elevators
leading  to  the  Leased  Premises.  At  times other than during normal business
hours,  the  Sub-Tenant and the employees of the Sub-Tenant and persons lawfully
requiring  communication  with  the Sub-Tenant shall have access to the Building
and  to the Leased Premises and use of the elevators only in accordance with the
Rules  and  Regulations  attached  hereto as Schedule "C" or any other Rules and
Regulations  promulgated  by  the  Landlord  from  time  to  time.

6.08     LIGHT  FIXTURES

The  Landlord  shall  clean  and  maintain  the  light  fixtures provided by the
Landlord  in  the  Leased  premises, it being agreed by the Sub-Tenant that such
cleaning  and  maintenance shall be performed exclusively by the landlord or its
contractors  at  the  sole  expense  of  the  Sub-Tenant

6.09     LANDLORD'S  INSURANCE

The  Landlord  shall  take  out and keep in force during the term insurance with
respect  to  the  Landlord's  Property  except  for  the  leasehold improvements
therein.  The  insurance to be maintained by the Landlord shall be in respect of
perils  and  to  amounts and on terms and conditions which from time to time are
insurable  at  a reasonable premium and which are normally insured by reasonably
prudent  owners  of  properties  similar to the Landlord's Property, all as from
time  to  time determined at reasonable intervals by insurance advisors selected
by  the  Landlord,  and  whose opinion shall be conclusive. Unless and until the
insurance  advisors shall state that any such perils are not customarily insured
against  by  owners of properties similar to the Landlord's Property, the perils
to  be insured against by the Landlord shall include, without limitation, public
liability, boiler and machinery, fire and extended perils and may include at the
option  of  the  Landlord  losses  suffered  by  the Landlord in its capacity as
Landlord  through  business  interruption. The insurance to be maintained by the
Landlord  shall  contain a waiver by the insurer of any rights of subrogation or
indemnity  or  any  other  claim  over  to  which the insurer might otherwise be
entitled against the Sub-Tenant or the agents or employees of the Sub-Tenant, if
such  is  obtainable  at  reasonable  costs.


                                Page 15 of 30
<PAGE>
                             MISCELLANEOUS COVENANTS
                             -----------------------

It  is  further  hereby  agreed  as  follows:

7.01     DISTRESS

The  sub-Landlord  shall  have  the  right  to  levy distress upon the goods and
chattels upon the Leased Premises for Rent in arrears, and shall have the right,
in case of removal by the Sub-Tenant of the goods and chattels of the Sub-Tenant
from the Leased Premises, to follow and seize the same at any place to which the
Sub-Tenant  or  any  other  person  may  have  removed  them, it being expressly
understood and agreed by the Sub-Tenant that notwithstanding any statute, bylaw,
regulation  or order of any authority or government having jurisdiction, none of
the  goods  or chattels of the Sub-Tenant at any- time during the continuance of
the  Term  shall  be  exempt from levy by distress for Rent in arrears, and that
upon  any  claim  being made for such exemption by the Sub-Tenant or on distress
being  made  by  the  Landlord  this covenant and agreement may be pleaded as an
estoppel  against  the Sub-Tenant in any action brought to test the right to the
levying upon any such goods, the Sub-Tenant waiving hereby all and every benefit
of  any  present or future statute, bylaw, regulation or order of any government
authority  taking  away  or  limiting  the  Landlord's  right  of  distress.

7.02     LIENS

The  Sub-Tenant  shall not suffer or permit any lien under the Builders Lien Act
or any like statute to be filed or registered against the Landlord's Property by
reason  of work, labour, services and materials supplied or claimed to have been
supplied  to  the  Sub-Tenant.  If  any  such lien shall at any time be filed or
registered,  the Sub-Tenant shall procure registration of a discharge within ten
(10)  days after the lien has come to the notice or knowledge of the Sub-Tenant.
The  Sub-Tenant  shall defend on behalf of the Landlord at the Sub-Tenant's sole
cost and expense, any action, suit or proceeding which may be brought therein or
for  the enforcement of such lien, liens or orders, and the Sub-Tenant shall pay
any  damages  and  satisfy  and discharge any judgments entered thereon and save
harmless  the  sub-Landlord  from  any claim or damage resulting therefrom it is
further agreed that the Landlord may, but shall not be obliged to, discharge any
such  lien  if  the  Sub-Tenant  shall  fail  to  do so and if in the Landlord's
judgment  the Landlord's Property becomes liable to any forfeiture or sale or is
otherwise  in  jeopardy,  or  if  the  Landlord  is or is likely to be adversely
affected  thereby and any amount paid by the landlord in so doing, together with
all reasonable costs and expenses of the Landlord in connection therewith, shall
be  reimbursed  to  the  sub-landlord  by  the  sub-tenant  on demand and may be
recovered  in  rent  arrears.  Nothing  herein  contained  shall  authorize  the
sub-tenant,  or  imply any consent or agreement on the part of the landlord , to
subject the Landlord's property or any estate and interest therein to any liens.

7.03     DAMAGE  OR  DESTRUCTION  OF  LEASED  PREMISES

(a)     If  the Leased Premises are damaged or destroyed the Rent shall abate in
the proportion that the part of the Leased Premises rendered unfit for occupancy
bears to the whole of the Leased Premises until the Leased Premises are rebuilt;
provided  that  if  the  Leased Premises are so damaged or destroyed that in the
reasonable opinion of the Landlord the Leased Premises cannot be rebuilt or made
fit  for the purposes of the Sub-Tenant within one hundred and twenty (120) days
after  the  damage or destruction, the Landlord may at its option terminate this
Lease  by  giving  the  Sub-Tenant  within  thirty  (30)  days  of the damage or
destruction notice of termination and the Sub-Tenant shall on the date specified
in  that  notice,  which  shall  be within sixty (60) days after delivery of the
notice  of  termination,  deliver  uppossession  of  the  Leased Premises to the
Landlord.

(b)     In  the  event of damage or destruction to the Leased Premises, the cost
of  which  is  wholly  recoverable by the Landlord under a policy or policies of
insurance,  the  Landlord  shall  with  reasonable  diligence  repair the Leased
Premises  unless the Sub-Tenant is obligated to repair under the terms hereof or
unless  this  Lease  is terminated under Articles 7.03(a) or 7.03(c) hereof. The
Sub-Tenant  shall,  subject  to provisions respecting termination of this Lease,
with  reasonable  diligence  repair or replace leasehold improvements damaged or
destroyed  in  the  Leased  Premises.


                                Page 16 of 30
<PAGE>
(c)     In the event that twenty-five percent (25%) or more of the Rentable Area
in  the Building is damaged or destroyed and if in the reasonable opinion of the
Landlord the Rentable Area cannot be rebuilt or made fit for the purposes of the
Sub-Tenants  thereof  within  one hundred and eighty (180) days of the damage or
destruction,  the  Landlord may at its option terminate this Lease by giving the
Sub-Tenant  within  thirty  (30)  days  of  the  damage or destruction notice of
termination  and  the  Sub-Tenant  shall  with reasonable expedition, but in any
event  within  sixty  (60) days after the delivery of the notice of termination,
deliver  up  possession  of  the  Leased  Premises  to  the  Landlord.

(d)     The  Leased  Premises  shall  be  deemed  to  have been rebuilt when the
Landlord's architect certifies that they have been repaired, rebuilt or restored
to  the  point  where  the  Sub-Tenant  could  occupy  them  for  the purpose of
rebuilding, restoring, replacing or repairing the Sub-Tenant's Improvements; the
issuance of the certificate shall not relieve the Landlord of its obligations to
complete  its  work  under  Article  6.02.  The Sub-Tenant shall forthwith after
issuance  of the certificate proceed to rebuild, restore, replace and repair the
Sub-Tenant's  improvements,  in  accordance  with  the  provisions  hereof.

7.04     LOSS  AND  DAMAGE

(a)     The  Landlord  shall not be responsible in any way for any injury to any
person, or for any loss of or damage to any property belonging to the Sub-Tenant
or  to  other  occupants of the Leased Premises or to their respective invitees,
licensees,  agents, servants or other persons from time to time attending at the
Leased  Premises  while  such  person  or  property  is in or about the Building
including  without  limiting  the  foregoing,  any loss of or damage to any such
person  or property caused by theft or breakage, or by smoke, steam, water, ice,
rain,  snow or fumes which may leak, issue or flow into the Leased Premises from
any  part  of  the  Landlord's Property or from the sprinkler, drainage or smoke
pipes  or  plumbing equipment therein, or from any adjacent or neighboring lands
or premises or from any other place or quarter, or for any loss or damage caused
by  or  attributable  to  the condition or arrangements of the electric or other
wiring  or  of  the  air  conditioning  equipment  or caused by anything done or
omitted  to  be  done by any other tenant of premises in the building, or by any
agent,  building manager, contractor or person from tune to time employed by the
landlord to perform janitor services or security services in or about the leased
premises  or  the building, or for any other loss whatsoever with respect to the
Leased  Premises  or  any  business  carried  on  therein.

(b)     The  Landlord  shall not be responsible, and the Sub-Tenant shall not be
entitled  to  claim  abatement or diminution of Rent, for any damage whatsoever,
including  indirect  or consequential damage or damages for personal discomfort,
illness,  or  inconvenience  of  the  Sub-Tenant  or  the Sub-Tenant's servants,
clerks,  employees,  invitees  or other persons which may be caused by reason of
non-performance  or  partial performance of any covenants of the Landlord herein
contained,  including  failure of heating apparatus, air conditioning equipment,
elevator  equipment  or  other  equipment,  facilities  or  systems or temporary
stoppage  or  shutdown  thereof  for  the  purpose  of  effecting  repairs  or
improvements  to  them  or  for  any  other reason whatever, or by reason of the
failure  of  electric  or  other  power  or otherwise, or for the failure in the
supply of electric light in the corridors, passages or stairways, or for failure
to  keep  same  lighted.

7.05     LANDLORD's  RIGHT  TO  DO  WORK

(a)     The  Landlord  shall  have  the  right  to make additions, improvements,
installations,  alterations  and  repairs  in and to the Leased Premises and the
Landlord's  Property  including,  without  limitation, all entrances thereto and
exits  therefrom,  and  in  relation  to  any  such  additions,  improvements,
installations,  or  repairs  the  Landlord  may  cause  such  obstructions  and
interference with the use or enjoyment of the Leased Premises and the Landlord's
Property  as  may  be  reasonably  necessary  for the purposes aforesaid and may
interrupt  or  suspend  the  supply of electricity, water or other services when
necessary  and until said additions, improvements, installations, alterations or
repairs  shall  have been completed, and there shall be no abatement in Rent nor
shall  the  Landlord  be  liable  by  reason  thereof.  All  such  additions,
improvements,  installations,  alterations  or  repairs  shall  be  made  as
expeditiously as reasonably possible. The Landlord further reserves the right at
any  time  and  from  time to time to grant, modify-, and terminate casements or
other  agreements  pertaining  to the use and maintenance of all or parts of the
Landlord's  Property.

(b)     The  Landlord  and any persons authorized by the Landlord shall have the
right  to  use, install, maintain and/or repair  pipes, sprinklers, wires, ducts
or other installations in, under or through the Leased Premises or in connection
with  the supply of any services to the Leased Premises or any other premises in


                                Page 17 of 30
<PAGE>
the  Building,  including without limiting the generality of the foregoing, gas,
electricity,  water,  sanitation,  telephone,  heating,  air  conditioning  and
ventilation,  without  the  same  constituting  a  trespass  or a re-entry or an
eviction  of  the  Sub-Tenant  in  whole  or in part. Such work shall be done as
expeditiously  as  is  reasonably  possible.

(c)     The  Landlord  and any persons authorized by the Landlord shall have the
right  to  enter  upon  the  Leased Premises to  make such decorations, repairs,
alterations, improvements or additions as it may deem advisable and the Landlord
or  any persons authorized by the Landlord shall be allowed to take all material
into and upon the Leased Premises that may be required therefor without the same
constituting  a trespass or a re-entry or an eviction of the Sub-Tenant in Whole
or  in  part.  The  Rent hereunder shall in no way abate while such decorations,
repairs, alterations, improvements or additions are being made by reason of loss
or  interruption of the business of the Sub-Tenant because of the prosecution of
any  such  work.  Such  work  shall  be  done  as expeditiously as is reasonably
possible.

7.06     LANDLORD"S  REPAIR  AND  IMPOSSIBILITY  OF  PERFORMANCE

(a)     If  any  elevator of the building or any of the boilers, engines, pipes,
climate  control  equipment  or  other  apparatus  or ail), of them used for the
purpose  of  heating  or  air  conditioning  or other climate control or for the
purpose  of  operating  the  elevator  or  if  the  water pipes, drainage pipes,
electric lighting or other equipment of the Building get out of repair or become
damaged  or destroyed the Landlord shall have a reasonable time in which to make
such repairs or replacements as may be reasonably required for the resumption of
those  services  to  the  Leased  Premises  which it has by this Lease expressly
agreed  to provide, and the Sub-Tenant shall not be entitled to any abatement or
diminution  of  Rent  or  compensation  or damages therefor, but should any such
equipment  of  the  Building  become  impaired, damages of destroyed through the
deliberate  act or omission or the negligence of the Sub-Tenant or its employees
the  expense  of the necessary repair shall be borne by the Sub-Tenant who shall
pay  the  same  to  the Landlord upon demand as Additional Rent. Nothing in this
Article  7.06(a)  shall, however, obligate the Landlord to provide ally services
to  the  Leased Premises or to make any repairs not herein specifically required
to  be  prodded  or  made  by  the  Landlord.

(b)     Whenever and to the extent that the Landlord shall be unable to fulfill,
or  shall  be  delayed  or  restricted in fulfilling any obligation hereunder in
respect of the supply or provision of any service or utility or the doing of any
work  or  the  making  of  any  repairs  by reason of being unable to obtain the
material,  goods, equipment, service, utility or labour required to enable it to
fulfill  such obligation or by reason of any statute, law or order-in-council or
any  regulation  or  order  passed  or made pursuant thereto or by reason of the
order  or direction of any administrator, controller or board, or any government
department  or  officer  or  other  authority, or by reason of not being able to
obtain  any  permission or authority required thereby, or by reason of any other
cause beyond its control whether of the foregoing character or not, the Landlord
shall  be  entitled  to  extend the time for fulfillment of such obligation by a
time  equal  to  the  duration  of such delay or restriction, and the Sub-Tenant
shall  not  be  entitled  to  compensation  for  any  inconvenience, nuisance or
discomfort  thereby  occasioned,  or  to  cancel  or  modify  this  Lease.

7.07     LANDLORD  MAY  PERFORM  COVENANTS

The  parties  hereto agree that it the Sub-Tenant shall fail to perform or cause
to  be  performed  each  and  every  one of the covenants and obligations of the
Sub-Tenant  in  this  Lease  contained, the Landlord, without limiting any other
remedy  which it may have, shall have the right at all times to enter the Leased
Premises  for  the  purpose of curing any such default of the Sub-Tenant, and no
such  entry for such purpose shall be deemed to work a forfeiture or termination
of  this  Lease,  and the Sub-Tenant shall permit such entry. The Landlord shall
give  not  less  than seven (7) daysnotice to the Sub-Tenant of its intention to
enter  the  Leased Premises for such purpose but may enter upon a shorter period
of notice or without notice  where, in the Landlord's reasonable judgment, there
is  real or apprehended emergency or danger to persons or property. or where any
delay  in  remedying  such  default  would  or  might  materially  prejudice the
Landlord.  For  the  purposes  of curing the default of the Sub-Tenant under the
covenants  of  this  Lease,  the  Landlord  may  perform or cause the same to be
performed  and  do  or  cause  to  be  done  such  things as may be necessary or
incidental  thereto,  (including,  without  limiting the foregoing, the right to
make  repairs, installations, erections and expend monies). The Sub-Tenant shall
reimburse  the Landlord upon demand for all expenses incurred by the Landlord in
remedying  any  such  default,  together  with  interest  thereon  from the date
incurred  until  paid  at the rate of interest specified in Article 7.12 hereof.
The  Landlord  shall  be  under  no  obligation  to  remedy  any  default of the
Sub-Tenant, and shall not incur any liability to the Sub-Tenant or any action of
omission in the course of its remedying or attempting to remedy any such default
unless  such  act  amounts  to  gross  negligence.


                                Page 18 of 30
<PAGE>
7.08     DEFAULT,  TERMINATION  AND  RE-ENTRY

(a)     The  parties  hereto  mutually  agree  as  follows that if and whenever:

     (i)     The  tenant shall default in payment of rent and such default shall
continue for (5) five days after notice thereat given by the Sub-Landlord to the
Sub-Tenant;  or

     (ii)     the Sub-Tenant shall default in performing or observing any of its
covenants  or  obligations  under  this  Lease  other  than to pay Rent, and the
Landlord  shall  have given to the Sub-Tenant notice of such default, and at the
expiration  of  ten  (10) days after the giving of such notice the default shall
continue  to  exist or, in the case of a default which cannot with due diligence
be  cured  within  a  period  of  (10) days, the Sub-Tenant shall have failed to
proceed  promptly after giving of such notice to being to cure the same or shall
thereafter have failed to carry out the curing of the default with diligence; or

     (iii)     the  balance  of the Term hereof or any of the goods and chattels
of  the  Sub-Tenant  or  of the Indemnifier, if any, shall be seized or taken in
execution  or  attachment;  or

     (iv)     the Sub-Tenant or the Indemnifier if any, shall make an assignment
for  the  benefit  of  the  creditors,  shall  make  any bulk sale, shall become
bankrupt,  or  shall  make  application  for  relief under the provisions of any
statute  now  or hereafter in force concerning bankrupt or insolvent debtors, or
take  any  action  whatsoever,  with  a  view  to the winding up, dissolution or
liquidation  of  the Sub-Tenant, or the Indemnifier, if any, or if a receiver or
receiver-manager  is  appointed  for  all  or  a  portion of the property of the
Sub-Tenant  or  of  the  Indemnifier,  if  any;  or

If  the  Sub-Tenant  abandons  or  attempts  to  abandon  the Leased Premises or
attempts,  except  in  the  normal  course  of  business to remove its goods and
chattels  from  the  Leased  Premises, or if the Leased Premises have become and
remain  vacant  for a period of thirty (30) days or are used by any person other
than  such  as  are  entitled to use the same hereunder or shall be used for any
purpose  other  than  that  for  which  they  were let without the prior written
consent  of  the  sub-Landlord;

then  and in any such cases the then current month's Rent together with the Rent
for  the three (3) months next ensuing shall immediately become due and payable,
and the sub-Landlord may, without notice of any further legal process whatsoever
forthwith  re-enter  upon the Leased Premises or any part thereof in the name of
the  whole,  whereupon  in  addition to all other rights, the sub-Landlord shall
have  the  right to terminate this Lease and the Term forthwith by giving notice
in  writing  addressed  to  the  Sub-Tenant  of its intention to do so, anything
contained  herein  or  in  any  statute  or law to the contrary notwithstanding,
provided however, that such termination shall be wholly without prejudice to the
right of the Landlord to recover arrears of Rent to the date of such termination
or  damages for any antecedent breach of covenant on the part of the Sub-Tenant.
PROVIDED  FURTHER,  that  notwithstanding  such  termination,  the  Landlord may
subsequently  recover  from the Sub-Tenant all losses, damages, costs (including
without  limitation  legal  costs  on  a  solicitor  client  basis) and expenses
whatsoever  suffered  by reason of the Lease having been prematurely terminated;

(b)     the  Sub-Tenant  agrees  with  the  Landlord  that  in any of the events
described in this Article 7.08(a), the Landlord, in addition to the other rights
hereby  reserved  shall  have the right to enter the Leased Premises as agent of
the  Sub-Tenant,  either  by  force  or  otherwise, without being liable for any
prosecution  therefor and on notice to the SubTenant to release or sublet as the
Sub-Tenant's  agent  the  Leased  Premises  or  any part or parts thereof and to
receive  the Rent therefor, and as agent of the Sub-Tenant to take possession of
any  furniture  or other property on the Leased Premises and to sell the same at
public  or  private  sale  without  notice,  and  to  apply the proceeds of such
releasing  or  subletting  and  of  such  sale  on  account  of  rent  due or in
satisfaction of the breach of any covenant or agreement herein contained and the
Sub-Tenant  shall  remain  liable  for the deficiency, if any, together with the
landlord's  reasonable  expenses  of  retaking and reletting and conducting such
sale,  including  legal  fees  as between solicitor and client, and the landlord


                                Page 19 of 30
<PAGE>
shall nevetheless be entitled to sue for and to recover from the Sub-Tenant Rent
due  for  the remainder of the Term in the event the Landlord has not relet, or,
if the Landlord has relet, to recover from the Sub-Tenant the difference between
the  amounts payable by any new Sub-Tenant of the Leased Premises or any part or
parts  thereof  and  Rent required to be paid by the Sub-Tenant pursuant to this
Lease  for the balance of the Term, notwithstanding in either case that the Term
shall  not  have  ceased,  and  the  Sub-Tenant  agrees to pay such amount as so
determined  promptly  on  demand.

7.09     OVERHOLDING

If,  at  the expiration of this Lease, the Sub-Tenant shall, without the written
consent  of  the  sub-Landlord,  hold  over  for  any  reason the tenancy of the
Sub-Tenant, the Sub-Tenant thereafter shall, in the absence of written agreement
to  the contrary, be from month to month at a rent per month equal to the amount
that  is  double  the  monthly rental payable by the SubTenant in respect of the
immediately preceding month under this Lease, such rent to be payable in advance
on  the  first  day of each month, and such tenancy shall be upon and subject to
all  the terms and conditions of this Lease, including the payment of Additional
Rent,  except that the tenancy shall be from month to month without any right of
renewal.

7.10     LANDLORD'S  SIGNS

Provided  that  the  Landlord  shall  have the right, within six months from the
expiration of the Term, to place upon the Leased Premises a notice of reasonable
dimensions and reasonably placed so as not to interfere with the business of the
SubTenant_  stating  that the Leased Premises are for lease and further provided
that  the  Sub-Tenant  will  not  remove  such  notice  or permit the same to be
removed.

7.11     COLLECT  OR  OTHER  AMOUNTS  DUE

Any  sums, costs, expenses or other amounts from time to time due and payable by
the  Sub-Tenant  to the sub-Landlord under the provisions of this Lease, whether
by  way  of  indemnity  or otherwise, and whether or not expressed to be Rent or
Additional  Rent  hereunder, may at the option of the sub-Landlord be treated as
and  deemed  to  be Rent, in which event the sub-Landlord will have all remedies
for  the  collection  thereof,  when  in  arrears,  as  are  available  to  the
sub-Landlord  for  the collection of Rent in arrears, and the sub-Landlord shall
be  entitled  to  levy  distress  therefor  in  accordance  with  Article  7.01.

7.12     INTEREST  ON  AMOUNT  IN  ARREARS

When  Rent  shall be in arrears, the same shall bear interest from the date upon
which  the same was first due until paid at a rate per annum equal to the lesser
of  five  percent  (5%)  per  annum above the rate of interest from time to time
designated  by  the  Landlord's  principal  bank at the time as being its "Prime
Rate"  charged to borrowers at its Main Branch in Vancouver at the time, and the
maximum rate allowed under the law, and the sub-Landlord shall have all remedies
for  the collection of such interest as in the case of Rent in arrears, but this
stipulation for interest shall not prejudice or affect any other remedies of the
sub-Landlord  under  this  Lease.

7.13     EVIDENCE  OF  PAYMENTS

The  Sub-Tenant  shall  from  time  to time, at the request of the sub-Landlord,
produce  to  the  Landlord  satisfactory  evidence  of  the  due  payment by the
Sub-Tenant  of  all payments required to be made by the tenant under this lease,
except  payment  of  rent  required  to  be  made  to  the  Sub-Landlord.

7.14     INSPECTION

Provided  also  that,  during  the  term,  any person or persons may inspect the
leased  premises  and  all  parts thereof at all reasonable times on producing a
written  order  to  that  effect  signed  by  the  sub-Landlord,  or its agents.

7.15     SUBORDINATION

(a)     This  Lease  and everything herein contained is and shall be subordinate
and  postponed  to  all  mortgages,  including  any  deed  of trust and mortgage
securing  bonds  and  all  indentures  supplemental  thereto,  which  may now or
hereafter  affect  the  Landlord's  Property  and  to  all  modifications,
consolidations,  replacements  and  extensions  thereof.


                                Page 20 of 30
<PAGE>
(b)     The  Sub-Tenant hereby covenants and agrees that it will at any time and
from  time  to time as required by the  Landlord during the Term thereof execute
promptly  any  confirmation  of such subordination and postponement and give all
further  assurances  reasonably  required  by  the  Landlord  to  evidence  and
effectuate  this  subordination  and  postponement  of its rights and privileges
hereunder  to  the  holder or holders of any such mortgages or mortgages created
after  this  Lease and the Sub-Tenant hereby constitutes the Landlord, the agent
or attorney of the Sub- Tenant for the purpose of executing any such certificate
and  of  making  application  at  any  time  and  from  time to time to register
postponements  of this Lease in favour of any such charge or charges in order to
give  effect  to  the  foregoing.

(c)     The  Sub-Tenant  if  requested  by  any mortgagee (including any trustee
under  or  deed  of trust) shall attorn to such  person as a Sub-Tenant upon all
the  terms  of  this  Lease.

7.16     DIRECTORY  BOARD

The Sub-Tenant shall be entitled to have its name shown upon the directory board
in  the Building at the Sub-Tenant's expense, but the Landlord shall in its sole
discretion design the style of such identification and allocate the space on the
directory  board  for  each  Sub-Tenant.

7.17     ENVIRONMENTAL  LAW  -  HAZARDOUS  WASTE

(a)     Without limiting any other provision of the Lease, the Sub-Tenant agrees
to  comply  in  all  respect  with  all laws,  ordinances, rules and regulations
relating  to  the  storage,  transport,  use  of disposal of toxic and hazardous
material  (hereinafter  called  "Hazardous  Substance"),  including specifically
without limitation, the Canadian Environmental Protection Act, the Clean Air Act
and  the  Work  Place Hazardous Materials information system legislation and the
successor statutes. The Sub-Tenant agrees to indemnify and hold the sub-Landlord
harmless  from  and  against  any  and  all  claims,  losses,  costs,  damages,
liabilities,  civil  fines and penalties, criminal fines and penalties, expenses
(including  solicitor's  fees),  cleanup costs or other injury resulting from or
arising  out  of  the Sub-Tenant's (including employees, contractors and agents)
failure to comply with the foregoing sentence. The Sub-Tenant agrees to post and
keep  posted  in a prominent location of the working area of the Leased Premises
any  memorandum  or  bulletin from the Landlord concerning Hazardous Substances.
The  foregoing  indemnity  shall  survive  the  termination  of  the  Lease, any
subsequent renewal and shall continue until the applicable statute of limitation
runs  out.

(b)     The  Sub-Tenant  shall  not  cause or permit any Hazardous Substance, as
defined  or  declared  to  be  such  pursuant  to  any environmental laws, to be
brought  upon,  kept or used in or about the Leased Premises or any part thereof
without  the  prior  written consent of the Landlord, which consent shall not be
unreasonably  withheld  if  the  Sub-Tenant  demonstrates  to  the  landlord's
reasonably satisfaction that the Hazardous substance is reasonably necessary for
the  Sub-Tenant's  permitted  use  of  the  leased premises and disposed of in a
manner  that  complies  with  all  environmental  laws  regulating the hazardous
substance

(c)     The  Sub-Tenant  shall  at  the Sub-Tenant's own expense comply with all
environmental laws regulating the  manufacture, use, storage, transportation and
disposal  of Hazardous Substances and shall make, obtain and deliver all reports
and  studies  required  by  any  authority.

(d)     The  Landlord  may  at any time and from time to time inspect the Leased
premises  and  the  Sub-Tenant's  records  of  the  purpose  of  identifying the
existence,  nature  and extent of any Hazardous Substance on the Leased Premises
and  the  Sub-Tenant's use, storage and disposal of any Hazardous Substance, and
the Sub-Tenant agrees to co-operate with the Landlord in its performance of such
inspection.  If  the  Landlord, acting reasonably, determines following any such
inspection that further testing or investigation is required in order to monitor
the Sub-Tenant's compliance with any environmental laws, or may arrange for such
testing  or  investigation itself, in which case the Landlord's cost of any such
testing or investigation shall be paid for by the Sub-Tenant to the sub-Landlord
as  Additional  Rent  forthwith  upon  demand  therefor.


                                Page 21 of 30
<PAGE>
(e)     If  any  authority  shall require the cleanup of any Hazardous Substance
held,  released,  spilled,  abandoned  or  placed  upon  the  Leased Premises or
released  into  the  environment  by  the  Sub-Tenant  in  the  course  of  the
Sub-Tenant's business or as a result of the Sub-Tenant's use or occupancy of the
Leased  Premises,  then  the  Sub-Tenant  shall  at its own expense, prepare all
necessary studies, plans and proposals and submit the same for approval, provide
all  bonds  and  other  security  required  by the authorities and carry out and
complete  the  work  required,  provide  to  the  Landlord full information with
respect  to  proposed plans and status from time to time of its cleanup work and
comply  with  the  Landlord's  requirements  with  respect  to  such  plans.

(f)     If the Sub-Tenant creates or brings to the Leased Prenuses any Hazardous
Substance or if the conduct of the Sub-'  Tenant's business shall cause there to
be  any  Hazardous  Substance  at  the Leased Premises then, notwithstanding any
provision in this Lease or rule of law to the contrary, such Hazardous Substance
shall  be and remain the sole and exclusive property of the Sub-Tenant and shall
not become the property of the Landlord notwithstanding the degree of affixation
to  the  Leased  Premises of the Hazardous Substance or the goods containing the
Hazardous  Substance, and notwithstanding the expiry or early termination of the
Lease.

(g)     Upon  the expiration or early termination of the Term, the Sub-Tenant at
its  sole expenses shall remove and dispose  of all Hazardous Substances and all
storage  tanks and other container therefor in accordance with all environmental
laws to the extent required by the Landlord, and to the extent that such removal
and disposal involves any excavation work at the Leased Premises, the Sub-Tenant
shall  restore  the Leased Premises to the same grade level as immediately prior
to  excavation,  using  only  clean  uncontaminated  soil  or  other  material
satisfactory  to  the  Landlord.

7.18     RELOCATION  OF  SUB-TENANT

At  any  time after the entering into of this Lease, the Landlord may substitute
for the Leased Premises, other premises in the Building (the "New Premises"), in
which  event  the New Premises shall be deemed to be the Leased Premises for all
purposes  under  this  Lease, provided that the New Premises shall be similar to
the Leased Premises in area and configuration; the substitution shall be made in
order  to  lease  the  Leased  Premises to a Sub-Tenant of the Building who then
occupies,  or as a result of such substitution will occupy, all or a substantial
part  of the floor of the building on which the leased premises are located ; if
the Sub-Tenant is then occupying the leased premises, the landlord shall pay the
actual  and  reasonable  expenses of physically moving the tenant, it's property
and  equipment  to the new premises, the landlord shall give the tenant not less
than  thirty  (30)  days'  prior  written  notice  of such substitution, and the
landlord,  at  its  expense,  shall  improve  the new premises with improvements
substantially  similar  to  those  in  the  leased  Premises at the time of such
substitution,  if  the  Leased  Premises  are  then  improved.

7.19     INDEMNIFIER'S  OBLIGATIONS

The obligations of the Indemnifier, if any, shall be as set out in Schedule "B".

                               GENERAL PROVISIONS
                               ------------------

8.01     LEASE  ENTIRE  AGREEMENT

The  Sub-Tenant  acknowledges  that  there  are  no  covenants, representations,
warranties, agreements or conditions, express or implied, relating to this Lease
or  the  Leased  Premises save as expressly set out in this Lease, and that this
Lease,  including  the  Schedules  attached  and  the  Rules  and  Regulations,
constitutes the entire agreement between the Landlord and the Sub-Tenant and may
not be modified in any way except by subsequent agreement in writing executed by
the Landlord and the Sub-Tenant; the Landlord's janitors, superintendents and/or
agents  are  not  authorized  to  amend  this  Lease  and  any  representations,
alterations,  amendments  or  qualifications  made  by  the Landlord's janitors,
superintendents  and/or  agents (unless such agents are specifically authorized)
shall  be  null  and  void.

8.02     NON-WAIVER  AND  CONDONING

(a)     No  act  of  the  sub-Landlord, other than an express waiver in writing,
shall constitute a waiver of any rights of the sub-Landlord, notwithstanding any
principle  of  law  or equity. Further, no condoning, excusing or overlooking by


                                Page 22 of 30
<PAGE>
the  sub-Landlord  of any default, breach or non-observance by the Sub-Tenant at
any  time  or  times  in  respect  of  any covenant, proviso or condition 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 of
any  other  Event of Default, or so as to defeat or affect in any way the rights
of  the  sub-Landlord  herein  in  respect  of any such continuing or subsequent
default,  breach, non-observance or Event of Default. All rights and remedies of
the  sub-Landlord  in  this  Lease  contained  shall  be  cumulative  and  not
alternative.

(b)     The  acceptance  of  Rent  from  or  the  performance  of any obligation
hereunder  by  a  person  other than the Sub-Tenant shall not be construed as an
admission  by the sub-Landlord of any right, title or interest of such person as
Tenant,  assignee,  transferee  or  otherwise  in  the  place  and  stead of the
Sub-Tenant.

(c)     The  acceptance  by  the  sub-Landlord  as  a  part  payment of any sums
required  to  be  paid  hereunder  shall not constitute waiver or release of the
right  of  the  Landlord  to  payment  in  full  of  such  sums.

8.03     TRANSFER  BY  LANDLORD

In  the  event  of  a  sale, transfer or lease by the Landlord of the Landlord's
Property or of the Building or a portion thereof containing the Leased Premises,
or  in the event of the assignment by the Landlord of this Lease or any interest
of  the  Landlord  hereunder,  the  Landlord  shall,  without  further  written
agreement,  to the extent that such purchaser, transferee or lessee agrees to be
or  becomes bound by the covenants and obligations of the Landlord hereunder, be
automatically freed, released and relieved of all liability or obligations under
this  lease.

8.04     REGISTRATION

The  Sub-Tenant  covenants and agrees that the Sub-Landlord shall not be obliged
to  execute or  deliver this Lease in form  registrable under the Land Title Act
of  British  Columbia,  and that the Sub-Tenant will not register or record this
Lease  against  the  title  to  the  Lands  unless and until so requested by the
Landlord.  The  costs of any registration evidencing this Lease shall be paid by
the  Sub-Tenant.

8.05     BROKERAGE  COMMISSIONS

Any  brokerage commissions arising from an act of the Sub-Tenant with respect to
this  Lease including renewal costs shall be borne exclusively by the Sub-Tenant
and  the  Sub-Tenant shall indemnify and save harmless the Landlord from any and
all  claims  with  respect  thereto.

8.06     NOTICES

Any  notice,  request or demand herein provided for or given hereunder, it given
by  the  Sub-Tenant to the Landlord, shall be sufficiently given if delivered to
an  officer  of  the  Landlord's  agent  MacKenzie  Management  Ltd. or Colliers
Macaulay  Nicolls  or  if  mailed  by  prepaid  mail  as  follows:

Colliers  Macaulay  Nicolls
15th  Floor,  200  Granville  Street
Vancouver,  B.C.  V6C  2R6

Any  notice  herein  provided for or given hereunder if given by the Landlord to
the  Sub-Tenant,  shall  be  sufficiently  given  if  delivered personally to an
employee  of  the Sub-Tenant at the Leased Premises or if mailed by prepaid mail
as  follows:

Either  the Landlord or the Sub-Tenant may at any time give notice in writing to
the  other  of  any  change  of  address of the party giving such notice, or any
additional  person to whom notices shall be given, and from and after the giving
of  such  notice the address therein specified shall be deemed to be the address
of  such  party  and  persons for the giving of such notices thereafter, and the
Landlord  may  at  any  time  appoint  a  new  agent.


                                Page 23 of 30
<PAGE>
8.07     ARBITRATION

Where  arbitration  is  called  for under the terms hereof, the Landlord and the
Sub-Tenant  agree to submit such matters to arbitration in the following manner:

(a)     the  Landlord  and  Sub-Tenant shall each appoint one (1) arbitrator and
both  such  arbitrators shall be appointed within fifteen (1 5) days of the date
of  the  notice  of  such  appointment  being  given  by one party to the other;

(b)     the  two (2) arbitrators so appointed shall, within fifteen (15) days of
the  date  of  the  appointment  of the last appointed arbitrator agree upon and
appoint  a  third  arbitrator;

(c)     the  three  (3)  arbitrators  shall,  within  thirty  (30)  days  of the
appointment  of  the  third arbitrator, reach a decision and notify the Landlord
and  Sub-Tenant  thereof,

(d)     the  decision  of  the  majority  of  the three (3) arbitrators shall be
binding  upon  the  Landlord  and  Sub-Tenant;

(e)     if  the Landlord or the Sub-Tenant fails to appoint an arbitrator within
the time limited in paragraph (a) above, the arbitrator appointed by one of them
shall  reach  a  decision,  notify  the Landlord and Sub-Tenant thereof, and his
decision  shall  be  binding  upon  the  Landlord  and

(f)     if  the  two  arbitrators  fail  to  agree  upon  and  appoint  a  third
arbitrator,  both  arbitrators  shall  be dismissed and the matter to be decided
shall  forthwith  be  submitted  to  arbitration  under  the  provisions  of the
Commercial  Arbitration  Act of the Province of British Columbia, or any similar
Act  and  any  statutory  modification  or  re-enactment  thereof;

(g)     the  cost  of  the  arbitration  shall  be borne equally by the parties.

8.08     CONSTRUED  COVENANTS,  SEVERABILITY

All  of  the  provisions  of  this  Lease  are  to be construed as covenants and
agreements as though the words importing such covenants and agreements were used
in  each  separate  paragraph  hereof.  Should  any  provisions of this Lease be
illegal  or not enforceable they shall be considered separate and severable from
the Lease and its remaining provisions shall remain in force and be binding upon
the  parties  hereto  as  though  the  said  provisions had never been included.

8.09     INDEX,  HEADINGS

The  headings  to the Articles and clauses in this Lease have been inserted as a
matter  of  convenience  and  for  reference only and in no way define, limit or
enlarge  the  scope  or  meaning  of  this  Lease  or  any  provision  hereof.

8.10     EXTENDED  MEANINGS

In  this  Lease,  unless  the  context otherwise requires, the word "Sub-Tenant"
shall  be deemed to include and mean each and every person or party mentioned as
a  Sub-Tenant  herein,  be the same one or more, and if there shall be more than
one  Sub-Tenant,  their obligations hereunder shall be joint and several and any
notice  required  or  permitted by terms of this Lease may be given by or to any
one  of  them, and shall have the same force and effect as if given by or to all
of  them.  Any  reference  to  Sub-Tenant  shall also include, where the context
allows,  the  servants,  employees,  agents,  invitees  and  licensees  of  the
Sub-Tenant  and all others over whom the Sub-Tenant might reasonably be expected
to exercise control. Wherever the word "Landlord" is used in this Lease it shall
be  deemed  to include the Landlord and its duly authorized representatives. The
words  "here", "hereof, "herein", "hereby", "hereto", "hereunder", "hereinafter"
and similar expressions used in this Lease relate to the whole of this Lease and
not to any particular Article, subsection or schedule unless otherwise expressly
provided.  Whenever  the  singular or masculine or neuter is used in this Lease,
the  same  shall  be construed to mean the plural or feminine or body corporate,
and  vice  versa,  where  the context of this Lease of the parties hereto may so
require.


                                Page 24 of 30
<PAGE>
8.11     SUCCESSOR  BOUND

This Lease and everything herein contained shall ensure to the benefit of and be
binding  upon  the  heirs, executors, administrators, successors and other legal
representatives,  as  the case may be, of each of the parties hereto. No rights,
shall  enure  to  the  benefit  of  any  assignee  of  the Sub-Tenant unless the
assignment  to  such  assignee  has been approved by the Landlord as provided in
Article  5.17.

8.12     TIME  OF  ESSENCE

Time  shall  be  of  the  essence  of  this  Lease.

8.13     GOVERNING  LAW

This Lease shall be governed by and construed in accordance with the laws of the
Province  of  British  Columbia.

8.14     GOVERNMENTAL  APPROVALS

The  Sub-Tenant  represents  that  it  may  carry  on its business in the Leases
Premises  and that it has obtained all necessary permits, licences and approvals
required  to  permit  it  to  do  so.

8.15     FEDERAL  SALES  TAX

Notwithstanding  any  other  provisions  of  this  Lease  to  the  contrary, the
Sub-Tenant  shall  pay  to the Landlord an amount equal to any and all goods and
services  taxes,  sales  taxes, value added taxes, or any other taxes imposed on
the  Landlord  with  respect  to  rents,  additional  rents or any other amounts
payable  by  the  Sub-Tenant  to  the  Landlord  under  this  Lease,  whether
characterized  as  a  goods  and  services  tax,  sales  tax, value added tax or
otherwise  (herein  called "Sales Taxes"), it being the intention of the parties
that  the  Landlord  shall be fully reimbursed by the Sub-Tenant with respect to
any  and all Sales Taxes payable by the Landlord. The amount of such Sales Taxes
so  payable  by the Sub-Tenant shall be calculated by the Landlord in accordance
with  the  applicable  legislation and shall be paid to the Landlord at the same
time  as the amounts to which such Sales Taxes apply are payable to the Landlord
under  the terms of this Lease or upon demand at such other time or times as the
Landlord  from  tune  to time determines. Notwithstanding any other provision in
this  Lease  to  the  contrary,  the amount payable by the Sub-Tenant under this
paragraph  shall  be  deemed not to be rent or additional rent, but the Landlord
shall have all of the same remedies for and rights of recovery of such amount as
it  has  for  recovery  of  rent  under  this  Lease.


                                Page 25 of 30
<PAGE>
                                  SCHEDULE "A"

          TO A SUBLEASE BETWEEN DEVON GROUP MANAGEMENT CORPORATION AND
                          ALTTECH VENTURES CORPORATION

"Land"  comprises  that  certain parcel or tract of land and premises situate in
the  City  of Vancouver, British Columbia, more particularly known and described
as:

Firstly:     Subdivisions  "C",  "D"  and  "E",  except part in each Subdivision
             included  in  Explanatory  Plan  5088,  now  road,  and

Secondly:     Subdivisions  "A"  and  "B"
              all  of-  Lots  12  and  13,  Block  15
                     District  Lot  185
                     Plan  1157

2.     "Leased  Premises"

are

(i)     those  parts  of  the  Building  located on the floor designated the 8th
floor  and  as shown outlined in red on the plan attached hereto as Schedule "B"
which  for the purposes of this Lease shall be deemed to have a Rentable Area of
Two  Thousand  Four  Hundred  Seventy-Six  (2,476)  square  feet.


                                Page 26 of 30
<PAGE>

                                  SCHEDULE "B"

"Land"  comprises  that  certain parcel or tract of land and premises situate in
the  City  of  Vancouver, Bt Columbia, more particularly known and described as:

Firstly:     Subdivisions  "C",  "D"  and  "E",  except part in each Subdivision
             Include  Explanatory  Plan  5088,  now  road,  and

Secondly:    Subdivisions  "A"  and  "B"
             all  of:  Lots  12  and  13,  Block  IS
                    District  Lot  185
                    Plan  1157


                                  [Floor Plan]



                                Page 27 of 30
<PAGE>
                                  SCHEDULE "C"

                              RULES AND REGULATIONS

1.     The Sub-Tenant shall not permit any cooking or the heating of food in the
Leased  Premises  nor  the  use  of  any electrical apparatus likely to cause an
overloading  of  electrical  circuits.

2.     The  sidewalks,  entries, passages, elevators and staircases shall not be
obstructed  or  used  by  the  Sub-Tenant,  his  agents,  servants, contractors,
invitees  or employees for any purpose other than ingress to and egress from the
Leased  Premises.

3.     The  Sub-Tenant, his agents, servants, contractors, invitees or employees
shall  not  bring in or take out, position, construct, install or move any safe,
or  other heavy office equipment or facility without first obtaining the consent
in  writing  of the Landlord. All damage done to the Building by moving or using
any  such  heavy  equipment  or  other  office  equipment  or furniture shall be
repaired  at the expense of the Sub-Tenant. The moving of all heavy equipment or
other  office  equipment or furniture shall occur only between 6:00 p.m. and the
following  8:00  a.m. or any other time consented to by the Landlord. No freight
or  bulky manor of any description will be received into the Building or carried
in  the  elevators,  except  during  hours  approved  by  the  Landlord.

4.     All  persons  entering  and  leaving  the  Building at anytime other than
during  Normal Business Hours being 6:00 a.m. to 6:00 p.m. on Mondays to Fridays
inclusive,  of  each  week, shall if requested register in the books kept by the
Landlord  at  or near the night entrance and the Landlord will have the right to
prevent  any person from entering or leaving the Building unless provided with a
key  to the premises to which such person seeks entrance and/or a pass in a form
approved  by  the  Landlord.

5.     The Sub-Tenant shall not place or cause to be placed any additional locks
upon  any  doors of the Leased Premises without the approval of the Landlord and
subject  to  any  conditions  imposed  by  the  Landlord. Additional keys may be
obtained  from  the  Landlord  at  the  cost  of  the  Sub-Tenant.

6.     The  water  closets  and  other water apparatus shall not be used for any
purpose  other  than those for which they were constructed. Any damage resulting
from  misuse  shall  be  borne  by  the  Sub-Tenant  by whom or by whose agents,
servants,  or  employees the same is caused. Sub-Tenants shall not let the water
run  unless  it  is  in actual use, and shall not deface or mark any part of the
Building,  or drive nails, spikes, hooks or screws into the walls or woodwork of
the  Building.

7.     No  one  shall  use  the  Leased  Premises  for  sleeping  apartments  or
residential  purposes.

8.     The  Sub-Tenant  shall permit window cleaners to clean the windows of the
Leased  Premises  during  normal  business  hours.

9.     No  noise  caused  by any instrument or other device, or otherwise, which
may  disturb  other  Sub-Tenants  of  the  Building  shall  be  permitted.

10.     The  Landlord  will  have  the  care of all heating and air-conditioning
apparatus.

11.     The  Sub-Tenant,  when closing the Leased Prenuses day or evening, shall
close  and  lock  all  doors  and  windows.

12.     The Sub-Tenant shall not do or permit anything to be done in or upon the
Leased Premises or bring or keep anything therein which will in any way conflict
with the laws relating to fire or with the regulations of the Fire Department or
the  Health Department, or with any of the rules of the City in which the Leased
Premises  are  located.

13.     The  Sub-Tenant shall not suffer any accumulation of useless property or
rubbish  in the Leased Premises. No animals shall be kept in or about the Leased
Premises.


                                Page 28 of 30
<PAGE>
14.     The  Sub-Tenant shall give the Landlord prompt notice of any accident to
or  any  detect  in  the  plumbing,  heating,  air-conditioning,  ventilating,
mechanical  or  electrical  apparatus  or  any  other  part  of  the  Building.

15.     The  parking  of  automobiles  shall  be  subject to the charges and the
regulations of the Landlord. The Landlord shall not be responsible for damage to
or  theft  of  any  car,  its  accessories  or  contents.

16.     If  the  Sub-Tenant desires any electrical or communications wiring, the
Landlord  reserves the right to direct qualified persons as to where and how the
wires  are  to  be introduced, and without such directions no borings or cutting
for  wires  shall  take  place.  No  other  wires  or pipes of any kind shall be
introduced  without  the  prior  written  consent  of  the  Landlord.

17.     The  Sub-Tenant shall keep the sun drapes (if any) or venetian blinds in
a  closed  position  at  all  times at windows which are exposed to the sun. The
Sub-Tenant  shall  not  interfere  with  or  obstruct any perimeter heating, air
conditioning  or  ventilating  units.

18.     The  Sub-Tenant shall take care of the rugs and drapes (if any) which it
installs in the Building and shall arrange for tile carrying-out of regular spot
cleaning  and shampooing of the said carpets and any cleaning of the said drapes
in  a  manner  acceptable  to  the  Landlord.


                                Page 29 of 30
<PAGE>
IN  WITNESS  WHEREOF  the  parties  hereto  have  executed  this  Lease.

Signed  Sealed  &  Delivered  by
ALTTECH  VENTURES  CORPORATION
in  the  presence  of


     /s/
---------------------------------
Witness

888-1199  W.  Pender  St.
-------------------------

Vancouver,  B.C.
----------------
Address

Businessman                                /s/  Sam Henry
-------------------------------------  -----------------------------------------
Occupation                             Per:  Alttech  Ventures  Corporation


Signed  Sealed  &  Delivered  by
DEVON  GROUP  MANAGEMENT  CORPORATION
in  the  presence  of

          /s/
-------------------------------------
Witness

888  -  1199  W.  Pender  St.
-------------------------------------

Vancouver,  B.C.
-------------------------------------
Address

Businessman                                    /s/
-------------------------------------  -----------------------------------------
Occupation                             Per:  Devon  Group Management Corporation


                                              /s/
                                       -----------------------------------------
                                       Per:  Snowfield  Resources  Ltd  as
                                       guarantor  as  per  section  3.01


                     /s/
     -----------------------------------------
     Per:  Discovery-Corp. Enterprises Inc. as
     guarantor  as  per  section  3.01


                                Page 30 of 30
<PAGE>