1199 WEST PENDER STREET


                                  VANCOUVER, BC




                                      LEASE




                                     BETWEEN




                            SHAMSAN DEVELOPMENTS LTD.

                                (THE "LANDLORD")




                                       AND

                          ALTTECH VENTURES CORPORATION

                                 (THE "TENANT")




COLLIERS  MACAULAY  NICOLLS  INC,
("Agent")
15th  Floor,  200  Granville  Street
Vancouver,  BC  V6C  2R6


<PAGE>
THIS  LEASE  dated  for  reference  this  1st  day  of  December,  1999

BETWEEN:       SHAMSAN  DEVELOPMENTS  LTD, a company duly incorporated under the

laws  of  the Province of British Columbia, and having an address at #288 - 1199
West  Pender  Street,  in  the  City  of  Vancouver,  in the Province of British
Columbia.

               hereinafter  called  the  "Landlord"     OF  THE  FIRST  PART

AND:           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
VSW  4135.

               hereinafter  called  the  "Tenant"     OF  THE  SECOND  PART

WITNESSETH:

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     "Indemnifies"  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  1  of  Schedule  "A"  hereto.

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

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

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 mechanical 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.


<PAGE>
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, income, 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.

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 Tenant required or contemplated by

this  Lease, 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.


<PAGE>
                                    ARTICLE 2

                                 GRANT AND TERM
                                 --------------

2.01      DEMISE

In  consideration of the rents, covenants, agreements and conditions hereinafter
respectively  reserved  and contained, the Landlord HEREBY DEMISES AND LEASES to
the  Tenant  the  Leased  Premises,  commonly  known as Suite 889 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.

2.02      TERM

TO  HAVE  AND  TO  HOLD  the Leased Premise for and during the term of three (3)
years  and  two  (2)  months  (hereinafter sometimes referred to as the "Term"),
commencing the 1st day of December 1999 and ending the 31st day of January 2003.

                                    ARTICLE 3

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
($2,06333)  commencing  on the 1st day of December, 1999 and on the first day of
each  and  every  month  thereafter  until and including the 1st day of January,
2003.

If  the  Term  commences  on  any day other than the first or expires on any day
other than the last day of a month. Rent payable under this Article 3.01 for the
fractions  of  a  month  at the commencement and at the end of the Term shall be
adjusted  pro  rata  on  a  per  diem  basis;

3.01.01   DEPOSIT

The  Tenant  shall  pay to the Landlord on execution of this Lease by the Tenant
the  sum  of Eight Thousand One Hundred Ninety & 81/100 Dollars ($8,190.81) as a
deposit to the Landlord to be applied in part to the first month's rent with the
remainder  to  stand  as  security  for the payment by the Tenant of any and all
present  and  future debts and liabilities of the Tenant to the Landlord and for
the performance by the Tenant of any and all its obligations arising under or in
connection with this Lease. The Landlord shall repay the security deposit to the
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  Landlord may retain the security deposit and
apply  it in reduction of any amounts owing by the Tenant to the Landlord. It is
understood that no interest shall accrue on the deposit held by the Landlord and
the  Landlord  shall  not  be  obliged  to pay any interest to the Tenant on the
deposit  so  held.

3.02      PLACE  AND  MANNER  OF  PAYMENT  OF  RENT

All  Rent  payable  by  the  Tenant  to  the  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  Landlord  may  see  fit,  regardless  of  any  designation  or
instructions  by  the  Tenant  to  the  contrary;

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

                                    ARTICLE 4

                          NET LEASE AND ADDITIONAL RENT
                          -----------------------------

4.01      NET  LEASE

The  Tenant acknowledges and agrees that it is intended that this Lease shall be
a  completely carefree net lease for the Landlord except as expressly herein set
out,  and  that  the  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 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 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 Tenant covenants with the Landlord accordingly.


<PAGE>
4.02      ADDITIONAL  RENT

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

(a)     the  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  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  fide  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 Tenant with written
notice  of the amount of any such estimate, as well as of the 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 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 Tenant's share thereof, the Tenant
shall pay to the 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 Landlord may bill the Tenant for
the amount of its share thereof determined pursuant to the applicable provisions
of  this  Lease.

With  respect  to  any  Additional  Rent  which  the Landlord has not elected to
estimate from time to time pursuant to Article 4.03, the Tenant shall pay to the
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, as well as the Tenant's
actual  aggregate  share  thereof  pursuant to the applicable provisions of this
Lease,  and  make available to the 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  Tenant  shall  pay  to the Landlord the amount of the excess within fifteen
(IS) days of the receipt of any such statement. If the contrary is the case, the
Landlord  shall  either  return  it  to  the  Tenant within fifteen (15) days of
delivery of such statement or give credit to the 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
Tenant  to  withhold  any  sum  payable  to  the Landlord hereunder, or to claim
damages  from  the  Landlord.

4.06      REVIEW  OF  ADDITIONAL  RENT

Any  payment  made  by  the  Landlord  or made by the 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 Tenant to claim a
readjustment,  provided  such claim is made within twelve (12) month!, from tile
date  of  delivery of the statement referred to in Article 4.05. The certificate
of  a  charter:  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
Landlord  and  the  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 Tenant such portion of such cost or
amount  in  addition to the Tenant's Proportionate Share thereof as the Landlord
determines  and  the  Tenant  shall  pay  to the Landlord as Additional Rent the
amount  so allocated forthwith upon written notice of the allocation being given
to  the  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
Tenant  of  its  intention  to make such an allocation to the Tenant and in such
event  the  Landlord may estimate the amount thereof and the Tenant will pay the
amount  of  such estimate to the Landlord in monthly installments in advance and
the  provisions  in  this  Article  4  will  apply  mutatis  mutandis.


<PAGE>
                                    ARTICLE 5

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

The  Tenant  covenants  and  agrees  with  the  Landlord  as  follows:

5.01      PAY  RENT

To  pay during the Term unto the 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 Tenant's Taxes when due. The Tenant shall be liable
to  pay the Tenant's Taxes for any period falling wholly or partially within the
Term.

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

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

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

5.03      PROPERTY  TAX

(a)     To  pay  to  the 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 Tenant's
obligation  set  out  herein  for payment of its Proportionate Share of Property
Taxes  shall  be  adjusted pro rata on a per diem basis between the Landlord and
the  Tenant,  to  the  intent  and purpose that the 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 Tenant or any
subtenant,  assignee  or licensee of the Tenant, the 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 Tenant shall have
paid its Proportionate Share of the Property Taxes pursuant to this Article, and
the  Landlord  shall  thereafter receive a refund of any portion of the Property
Taxes,  the  Landlord  shall  make  an  appropriate  refund  to  the  Tenant.

(e)     Should  the  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 Tenant shall be responsible for the
entire  amount  of such penalty and shall pay same to the Landlord promptly upon
demand.  Failure to make such payment shall be a default under the terms of this
Lease.


<PAGE>
5.04      OPERATING  COSTS

(a)     To  pay  to  the  Landlord  throughout  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  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  Tenant shall be
apportioned  and  adjusted  pro  rata  on  a  per  diem  basis.

5.05      ELECTRICITY  AND  OTHER  UTILITIES

(a)     The  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 office
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 Tenant shall not,
without  the  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 Landlord grants such consent, the cost of all additional risers
and  other  equipment  required therefor shall be paid as Additional Rent by the
Tenant to the Landlord upon demand. As a condition to granting such consent, the
Landlord  may  require the Tenant to agree to an increase in the Additional Rent
for  electricity  by  an  amount  which  will reflect the increased costs to the
Landlord  of the additional services to be furnished by the Landlord. The 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  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.

(b)     The  Landlord  shall  have the exclusive right to clean and maintain the
light  fixtures and to  attend to any replacement of electric light bulbs, tubes
and  ballasts in the Leased Premises throughout the Term, and may adopt a system
of  relamping  and reballasting periodically on a group basis in accordance with
good practice in this regard. The Tenant shall pay to the 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  Tenant  in the Leased Premises, the determination of any such
utilities  used  or consumed by the Tenant shall, at the option of the Landlord,
either  be  by  a separate meter installed by the Landlord or if the Landlord so
requests  by  the  Tenant,  in  each  case  at  the  expense  of  the Tenant, or
alternatively,  be  so  allocated  by  the  Landlord  acting  reasonably.

5.06      REMOVAL  OF  FIXTURES

(a)     The  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 by the Tenant, but the
Tenant  shall  in such removal do no damage to the Leased Premises or shall make
good  any  damage  which  may  be  occasioned  by such removal, and shall at the
Landlord's  option  restore  or replace any parts which may previously have been
removed  or  altered  by  the Tenant; provided further that the Tenant shall not
remove  or  carry  away  from  the Leased Premises any building or any plumbing,
heating  or  ventilating  plant  or  equipment  or  other  Building  services.

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

(c)     Should  the  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
tenants'  fixtures and furnishings of the Tenant (whether or not attached in any
manner to the Leased Premises) shall, except to the extent the Landlord requires
the removal hereof pursuant to subclause (d) of this Article 5.06, become and be
deemed  to  be the property of the Landlord, without indemnity to the Tenant and
as  additional  liquidated  damages  in  respect  of  such  default  and without
prejudice  to  any  other  right  or  remedy  of  the  Landlord.

(d)     Notwithstanding  that  any  trade  fixtures,  furnishings,  alterations,
additions,  improvements  of  fixtures  are  or  may  become the Property of the
Landlord pursuant to the other provisions of this Article 5.06, the 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 Tenant's
expense,  should  the Landlord so require by notice to the Tenant and whether or
not  the  Term  of  this  Lease  has  expired  or  otherwise  been  terminated.


<PAGE>
(e)     If  the  Tenant, after receipt of a notice from the 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  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 Tenant, which expense shall forthwith be paid by the Tenant
to  the  Landlord.

5.07      INSURANCE

(a)     The 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 Tenant, the Landlord
and the mortgagees of the Landlord as their respective interests may appear, the
following  insurance:

(i)     fire  insurance  with  extended  coverage endorsement covering leasehold
improvements  made or installed by or on behalf of the 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  Tenant's  use  of any part of the Building and which
coverage shall include the activities and operations conducted by the Tenant 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 its mortgagee) may, acting
reasonably,  require  from  time  to  time.

(b)     All insurance shall be effected with insurers and brokers and upon terms
and  conditions  satisfactory  to  the  Landlord,  and copies of all policies if
requested by the Landlord or certificates 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  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 ( I ) year at a time, and the Tenant shall
pay to the Landlord as Additional Rent the amount of such premium immediately on
demand.

(e)     In  the  event  that  both the Landlord and the 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  Tenant.

5.08      ACTS  CONFLICTING  WITH  INSURANCE

The  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 Tenant, the Landlord shall have the right
at  its option to terminate this Lease forthwith by giving notice of termination
to  the  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 Tenant, the
Tenant  shall  pay  to the Landlord the amount by which said premium shall be so
increased  forthwith  on  demand.

5.09      REPAIR

(a)     The  Tenant  covenants throughout the Term of this Lease at the 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  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  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  borne  by the Tenant, who shall pay them to the Landlord forthwith on
demand.

(c)     The  Tenant  shall  permit the 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 Landlord to the Tenant
in  writing,  to  the  extent  that  the  Tenant  is responsible for the repairs
pursuant  to the provisions of this Article 5.09. All repairs made by the 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 all
Municipal,  Provincial  and  Federal  regulations.

5.10      USE  OF  LEASED  PREMISES

(a)     The  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 Tenant.

(b)     The  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  Tenant shall not without the prior written consent of the 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  Tenant  shall  submit to the Landlord detailed plans and
specifications  of  any such work or installation when applying for consent, and
the  Landlord  reserves the right to recover from the Tenant the reasonable cost
of  having  its  architects,  agents  or  engineers  examine  such  plans  and
specifications.  The  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  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  Tenant and shall be done and supplied and paid for in the
manner  and  according  to such teems and conditions if any, as the 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  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 Landlord.

5.12      SIGNS  AND  ADVERTISING

The 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  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  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 Tenant's business, and the requirements of all relevant authorities. The
Tenant shall remove the same at the expiration of the Term hereof, and make good
all  damage  caused  by  such  removal.

5.13      NO  NUISANCE

The 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,
business, 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.


<PAGE>
5.14      COMPLIANCE  WITH  LAWS

The  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 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 Tenant. In so doing,
the  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
tenants'  improvements  in  so  far  as they may require changes of a structural
nature  in  the Building, except tenants' improvements, except that such changes
shall  be  made  at  the  expense of the Tenant if they are changes or additions
required  to be made in or to the 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  Tenant.

5.15      INDEMNIFICATION

The  Tenant  covenants  with  the  Landlord  to  indemnify and save harmless the
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 Landlord, and
without  limiting  the  generality  of  the  foregoing, shall indemnify and save
harmless  the  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 Tenant to be
fulfilled,  kept,  observed  and  performed.

(b)     Any  damage  to property of the Tenant, any subtenant, 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  notwithstanding.

5.16      ENTRY  BY  LANDLORD

The  Tenant  shall permit the Landlord, its 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 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 Tenant's use and enjoyment of the Leased
Premises,  and  the  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


<PAGE>
(a)     The  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 Tenant without the prior consent in
writing  of  the  Landlord,  which consent shall not be unreasonably withheld or
delayed  in  each  instance.  At the time the Tenant requests the consent of the
Landlord,  the  Tenant  shall  deliver  to  the  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, subtenant or occupant and forthwith upon
request  such  additional  information,  if any, as the 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 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  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  Landlord  should  exercise  such  right  of
termination,  then,  except  as hereinafter provided, the 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
Tenant  hereunder  shall  be  adjusted  as  at  the  date  of  termination.

(b)     The  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  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
Landlord  may  have  consented  alter,  release  or  relieve the Tenant from its
obligations  fully  to  perform  all  the  Tenant's  covenants,  conditions  and
agreements  of  this  Lease.  The  Tenant  shall  pay  on  demand the Landlord's
reasonable  costs  incurred  in  connection  with  the Tenant's request for such
consent.

(d)     If  the  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 Tenant shall make available to the Landlord upon its request for
inspection  and  copying,  all  books and records of the Tenant, any assignee or
subtenant and their respective shareholders which, alone or with other data, may
show  the  applicability  or  inapplicability  of  this  section.

(e)     The 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.

(f)     The  Tenant  shall  be  liable  for  the  Landlord's  costs  incurred in
connection  with  the  Tenant's  request  for  consent,  including  but  without
limiting  the generality of the  i     foregoing, the 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 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  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 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 tenant of premises
in  the  Building,  and  the  Landlord  shall  not  be  liable to the Tenant for
violation  of  the  same  by  any other 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  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


<PAGE>
5.21      FIRE  AND  SAFETY

The  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 tenants and occupants in the event of fire or similar event, and
the  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  Tenant  shall cooperate with the Landlord in conserving energy of all types
in the Building including complying at the Tenant's own cost with all reasonable
request 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  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 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.

5.24      SURRENDER  OF  POSSESSION

The  Tenant  will,  at  the  expiration  or  sooner  determination  of the Term,
peaceably  surrender and yield up unto the 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 Tenant's obligations to repair.

                                    ARTICLE 6

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

The  Landlord  covenants  with  the  Tenant  as  follows:

6.01      QUIET  ENJOYMENT

The  Landlord  covenants  and agrees with the Tenant that upon the Tenant paying
the  Rent  hereby  reserved  within  the  periods limited herein for the payment
thereof,  and  upon  the  Tenant  observing  and  performing  the  covenants and
agreements  herein  contained  within the periods limited for the observance and
performance  thereof,  the  Tenant shall and may peaceably possess and enjoy the
Leased  Premises  for  the  Term  hereby  granted  without  any  interruption or
disturbance  from  the Landlord or any 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 normal
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 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 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  Tenant  or  by  the  Landlord  on  behalf  of  the  Tenant  shall  be  the
responsibility  of  the  Tenant  and  not  the  Landlord.


<PAGE>
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  Tenant,  its  servants  or  employees.

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 Tenant and its employees
and  those  doing business with the Tenant, in common with others, provided that
the  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 Tenant or any other persons by any
elevator  or  any  of  its  appurtenances.

6.06      WASHROOMS

The  Landlord  shall  permit the 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  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 Tenant
and  the  employees  of  the Tenant and persons lawfully requiring communication
with the 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 Tenant that such
cleaning  and  maintenance shall be performed exclusively by the Landlord or its
contractors  at  the  sole  expense  of  the  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 Tenant or the agents or employees of the Tenant, if such is
obtainable  at  reasonable  costs.


<PAGE>
                                    ARTICLE 7

                             MISCELLANEOUS COVENANTS
                             -----------------------

It  is  further  hereby  agreed  as  follows:

7.01      DISTRESS

The  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 Tenant of the goods and chattels of the Tenant from the Leased
Premises,  to  follow and seize the same at any place to which the Tenant or any
other  person may have removed them, it being expressly understood and agreed by
the  Tenant  that notwithstanding any statute, bylaw, regulation or order of any
authority  or  government  having jurisdiction, none of the goods or chattels of
the  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  Tenant  or on distress being made by the Landlord this
covenant  and  agreement may be pleaded as an estoppel against the Tenant in any
action  brought to test the right to the levying upon any such goods, the 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 Tenant shall not suffer or permit any lien under the Builders Lien Actor 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  Tenant.  If  any  such  lien  shall  at  any time be filed or
registered, the Tenant shall procure registration of a discharge within ten (10)
days  after  the  lien  has  come  to the notice or knowledge of the Tenant. The
Tenant  shall  defend  on  behalf  of the Landlord at the 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 Tenant shall pay any damages
and  satisfy  and  discharge any judgments entered thereon and save harmless the
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
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
Landlord  by  the  Tenant  on  demand  and  may be recovered as rent in arrears.
Nothing  herein  contained  shall  authorize the 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 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 Tenant within thirty (30) days of the damage
or  destruction notice of termination and the Tenant shall on the date specified
in  that  notice,  which  shall  be within sixty (60) days after delivery of the
notice  of  termination,  deliver  up  possession  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  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
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.

(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
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
Tenant  within  thirty  (30)  days  of  the  damage  or  destruction  notice  of
termination  and  the  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 Tenant could occupy them for the purpose of
rebuilding,  restoring,  replacing  or  repairing the 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 Tenant shall forthwith after issuance
of  the certificate proceed to rebuild, restore, replace and repair the Tenant's
improvements,  in  accordance  with  the  provisions  hereof.


<PAGE>
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 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 Properly or from the sprinkler, drainage or smoke
pipes  or plumbing equipment therein, or from any adjacent or neighbouring 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 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  time 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 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  Tenant  or  the 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 easements 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
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  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 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 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  any  of them used for the
purpose  of  heating  or  air  conditioning  or other climate control or for the
purpose  of  operating  any  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  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 Tenant or its employees the
expense  of  the necessary repair shall be borne by the 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 any services to the
Leased  Premises  or  to make any repairs not herein specifically required to be
provided  or  made  by  the  Landlord.


<PAGE>
(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 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 Tenant shall fail to perform or cause to be
performed  each  and every one of the covenants and obligations of the 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 Tenant, and no such entry for such
purpose  shall  be deemed to work a forfeiture or termination of this Lease, and
the  Tenant shall permit such entry. The Landlord shall give not less than seven
(7) days' notice to the 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 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  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  Tenant, and shall not incur any liability to the 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.

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 the payment of Rent and such default
shall  continue  for five (S) days after notice thereat given by the Landlord to
the  Tenant;  or

     (ii)     the  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  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 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  Tenant  or  of  the  Indemnifier,  if  any, shall be seized or taken in
execution  or  attachment;  or

     (iv)     the  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  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 Tenant
or  of  the  Indemnifier,  if  any;  or


<PAGE>
     (v)     If  the  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  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 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  Landlord shall have the right to terminate this Lease and the Term
forthwith  by  giving notice in writing addressed to the 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  Tenant.  PROVIDED  FURTHER,  that  notwithstanding  such  termination,  the
Landlord  may  subsequently  recover  from the 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  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
Tenant,  either  by force or otherwise, without being liable for any prosecution
therefor  and on notice to the Tenant to release or sublet as the Tenant's agent
the  Leased  Premises  or  any  part  or  parts  thereof and to receive the Rent
therefor,  and  as  agent  of  the 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  heroin contained and the 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 shall nevertheless be entitled to sue for
and  to  recover  from  the 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  Tenant  the difference between the amounts payable by any new Tenant of the
Leased Premises or any part or parts thereof and Rent required to be paid by the
Tenant  pursuant  to  this Lease for the balance of the Term, notwithstanding in
either  case  that  the Term shall not have ceased, and the Tenant agrees to pay
such  amount  as  so  determined  promptly  on  demand.

7.09      OVERHOLDING

If,  at  the  expiration  of  this  Lease, the Tenant shall, without the written
consent of the Landlord, hold over for any reason the tenancy of the Tenant, the
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 Tenant 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
Tenant, stating that the Leased Premises are for lease and further provided that
the  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 Tenant to the 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 Landlord be treated as and deemed to be
Rent,  in  which  event  the  Landlord will have all remedies for the collection
thereof, when in arrears, as are available to the Landlord for the collection of
Rent in arrears, and the 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 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
Landlord  under  this  Lease.

7.13      EVIDENCE  OF  PAYMENTS

The  Tenant  shall from time to time, at the request of the Landlord, produce to
the  Landlord  satisfactory  evidence  of  the  due payment by the Tenant of all
payments required to be made by  the Tenant under this Lease, except payments of
Rent  required  to  be  made  to  the  Landlord.


<PAGE>
7.14      INSPECTION

Provided  also  that,  during  the  Term,  any person or persons may inspect the
Leased  Premises  and  all  parts thereof at al) reasonable times on producing a
written  order  to  that  effect  signed  by  the  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.

(b)     The 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 Tenant hereby constitutes the Landlord, the agent or
attorney  of the 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 Tenant if requested by any mortgagee (including any trustee under or
deed  of  trust)  shall  attorn to such person as a tenant upon all the terms of
this  Lease.

7.16      DIRECTORY  BOARD

The  Tenant shall be entitled to have its name shown upon the directory board in
the  Building  at  the  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  tenant.

7.17      ENVIRONMENTAL  LAW  -  HAZARDOUS  WASTE

(a)     Without  limiting any other provision of the Lease, the 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 Tenant agrees to indemnify and hold the 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 Tenant's
(including  employees,  contractors  and  agents)  failure  to  comply  with the
foregoing  sentence.  The  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 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  Tenant demonstrates to the Landlord's reasonably satisfaction
that  the Hazardous Substance is reasonably necessary for the Tenant's permitted
use  of  the Leased Premises and that it will be used, kept, stored and disposed
of  in  a  manner  that  complies  with  all  Environmental  Laws regulating the
Hazardous  Substance.

(c)     The  Tenant  shall  at  the  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  Tenant's records of the purpose of identifying the existence,
nature  and-  extent  of  any Hazardous Substance on the Leased Premises and the
Tenant's  use,  storage  and disposal of any Hazardous Substance, and the 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 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 Tenant to the Landlord as Additional Rent
forthwith  upon  demand  therefor.


<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  Tenant  in the course of the Tenant's
business or as a result of the Tenant's use or occupancy of the Leased Premises,
then  the  Tenant shall at its own expense, prepare all necessary studies, plans
and  proposals  and  submit  the same for approval, provide all bone; ,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  i  )m  time  to time of its cleanup work and comply with the
Landlord's  requirements  with  respect  to  such  plans.

(f)     If  the  Tenant  creates  or brings to the Leased Premises any Hazardous
Substance or if the conduct of the 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 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 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 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  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  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  Tenant  is  then  occupying the Leased Premises, the Landlord shall pay the
actual and reasonable expenses of physically moving the Tenant, its 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 "E".

                                    ARTICLE 8

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

8.01      LEASE  ENTIRE  AGREEMENT

The  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 Tenant and may not
be modified in any way except by subsequent agreement in writing executed by the
Landlord  and the 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 Landlord, other than an express waiver in writing, shall
constitute  a  waiver  of  any  rights  of  the  Landlord,  notwithstanding  any
principle  of  law  or equity. Further, no condoning, excusing or overlooking by
the  Landlord of any default, breach or non-observance by the Tenant at any time
or times in respect of any covenant, proviso 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 Landlord
herein  in  respect  of  any  such  continuing  or  subsequent  default, breach,
non-observance  or  Event of Default. All rights and remedies of the 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  Tenant  shall not be construed as an
admission  by  the  Landlord of any right, title or interest of such person as a
sub-tenant,  assignee,  transferee  or  otherwise  in the place and stead of the
Tenant.


<PAGE>
(c)     The acceptance by the 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 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 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 Tenant with respect to this
Lease  including  renewal costs shall be borne exclusively by the Tenant and the
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  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  Tenant,  shall be sufficiently given if delivered personally to an employee
of  the  Tenant  at the Leased Premises or if mailed by prepaid mail as follows:

Either  the Landlord or the 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.

8.07      ARBITRATION

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

(a)     the  Landlord  and Tenant shall each appoint one (1) arbitrator and both
such arbitrators  shall be appointed within fifteen (15) 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) slays 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  Tenant  thereof;

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

(e)     if  the Landlord or the 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 Tenant thereof, and his decision
shall  be  binding  upon  the  Landlord  and  Tenant.

(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.


<PAGE>
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 "Tenant" shall be
deemed  to include and mean each and every person or party mentioned as a Tenant
herein,  be  the  same  one or more, and if there shall be more than one 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 Tenant shall also include, where the context allows, the servants,
employees, agents, invitees and licensees of the Tenant and all others over whom
the  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.

8.11      SUCCESSOR  BOUND

This  Lease and everything herein contained shall enure 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 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  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 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  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 patties that the Landlord shall be fully
reimbursed  by the Tenant with respect to any and all Sales Taxes payable by the
Landlord.  The  amount  of  such  Sales  Taxes so payable by the 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 time to time
determines.  Notwithstanding  any other provision in this Lease to the contrary,
the  amount payable by the 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>
8.16      SURVIVAL  OF  OFFER  TO  LEASE

The  provisions  of  the  Offer  to  Lease  dated  November 16, 1999 between the
Landlord  and the Tenant shall survive the execution of this lease. 1n the event
of  any conflict between the provisions of the Offer to Lease and the provisions
of  this  Lease,  provisions  of  the  Offer  to  Lease  shall  prevail.

IN WITNESS WHEREOF the parties hereto have executed this Lease.

Signed  Sealed  &  Delivered  by         )
SHAMSAN  DEVELOPMENTS  LTD               )
in  the  presence  of  )                 )
                                         )
                                         )
________________________________         )
Witness                                  )
                                         )
                                         )
________________________________         )
Address                                  )
                                         )
________________________________         )


________________________________
Occupation                                                /s/
                                                  ------------------------------
                                                  Per: Shamsan Developments Ltd.


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


/s/  Andrea  Taggart
--------------------------------
Name
                                                                        C/S

6455  Windsor  Street                                 /s/  E.  MacQueen
--------------------------------                --------------------------------
Address                                         Authorized  Signatory


Vancouver,  B.C.
--------------------------------                --------------------------------
                                                Authorized  Signatory


Business  Woman
--------------------------------
Occupation


<PAGE>
                                  SCHEDULE "A"

               TO A LEASE BETWEEN SHAMSAN DEVELOPMENTS LTD AND ALL
                            TECH VENTURES CORPORATION

1.        "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>
                                  SCHEDULE "B"

"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


                                  [Floor Plan]


<PAGE>
                                  SCHEDULE "C"
                              RULES AND REGULATIONS

1.     The  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  Tenant, his agents, servants, contractors, invitees
or  employees  for  any purpose other than ingress to and egress from the Leased
Premises.

3.     The  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 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  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  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 Tenant by whom or by whose agents, servants,
or  employees  the same is caused. 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  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  tenants  of  the  Building  shall  be  permitted.

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

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

12.     The  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  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.

14.     The  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  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  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 Tenant
shall  not interfere with or obstruct any perimeter heating, air conditioning or
ventilating  units.

18.     The  Tenant  shall  take  care  of the rugs and drapes (if any) which it
installs  in the Building and shall arrange for the 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.


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                                  SCHEDULE "D"

                               SPECIAL PROVISIONS

1.     RENTAL  ABATEMENT

The  Tenant  shall have a Free Gross Rent period during the first One (1) months
from  the  Commencement  Date.  During  this  period,  the  Tenant  shall not be
responsible  for  any  basic  net rent or Operating Costs and Property Taxes but
shall  abide  by  all  other  terms  of  this  Lease.

2.     LANDLORDS  WORK

The  Landlord  shall,  at  its  cost,  paint  the  entire Premises, colour to be
selected  by  the  Tenant  .

3.     BUILDING  DIRECTORY  SIGNAGE

The  Tenant  shall  be  entitled  to one (1) entry to the Building directory. If
space  permits,  all  of the members of the Tenant's professional staff shall be
separately  listed.

4.     PARKING

The  Landlord  shall  provide,  at  the  Tenant's  cost, up to one (1) random or
reserved  parking  stall in the Building at the prevailing market rates, and one
(1)  reserved  parking stall on a month to month basis. The Tenant shall specify
the  number  of  parking  stalls it requires prior to the Commencement Date. The
rental  rates for stalls is subject to adjustment to comparable parking rates in
the  area.


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