EXHIBIT 10.2

                                 HARBOUR CENTRE
                                  OFFICE LEASE

                                TABLE OF CONTENTS


                                                                     PAGE

ARTICLE 1.01:    DEFINITIONS - GENERAL. . . . . . . . . . . . . . .    1
ARTICLE 1.02:    DEFINITIONS - LANDLORD AND TENANT. . . . . . . . .    4
ARTICLE 1.03:    CONSTRUCTION OF LEASE TERMS. . . . . . . . . . . .    4
ARTICLE 1.04:    CAPTIONS . . . . . . . . . . . . . . . . . . . . .    4
ARTICLE 1.05:    CALCULATION OF "TENANT'S FLOOR AREA" AND "NET
                 RENTABLE AREA" OF THE BUILDING . . . . . . . . . .    4
ARTICLE 1.06:    NET LEASE. . . . . . . . . . . . . . . . . . . . .    5

ARTICLE 2.01:    LEASED PREMISES. . . . . . . . . . . . . . . . . .    5

ARTICLE 3.01:    TERM OF LEASE. . . . . . . . . . . . . . . . . . .    5

ARTICLE 4.01:    RENT . . . . . . . . . . . . . . . . . . . . . . .    5
ARTICLE 4.02:    ADJUSTMENT OF RENT WHEN AREAS ARE MEASURED AND
                 CHANGED. . . . . . . . . . . . . . . . . . . . . .    5

ARTICLE 5.01:    COMMENCEMENT AND CONDUCT OF BUSINESS . . . . . . .    6

ARTICLE 6.01:    BUSINESS AND OTHER TAXES . . . . . . . . . . . . .    6

ARTICLE 7.01:    TAX ON TENANTS LEASEHOLD IMPROVEMENTS,
                 MACHINERY TAX. . . . . . . . . . . . . . . . . . .    6

ARTICLE 8.01:    TAX ON LEASED PREMISES . . . . . . . . . . . . . .    6

ARTICLE 9.01:    TAX ON LANDS NOT SEPARATELY ASSESSED . . . . . . .    7

ARTICLE 10.01:   PER DIEM ADJUSTMENT OF TAXES . . . . . . . . . . .    7

ARTICLE 11.01:   OPERATING COSTS. . . . . . . . . . . . . . . . . .    7

ARTICLE 12.01:   PAYMENT OF ESTIMATED ADDITIONAL RENTALS. . . . . .    7

ARTICLE 13.01:   ADDITIONAL ELECTRICITY CHARGES . . . . . . . . . .    8

ARTICLE 14.01:   REPLACEMENT OF BULBS, TUBES, BALLASTS AND LIGHT
                 FIXTURE PARTS. . . . . . . . . . . . . . . . . . .    8


                                        i
<PAGE>
ARTICLE 14.02:   COST OF METERS . . . . . . . . . . . . . . . . . .    8
ARTICLE 14.03:   TENANTS USE OF ELECTRICITY . . . . . . . . . . . .    8

ARTICLE 15.01:   COST OF REPAIRS PAYABLE BY TENANT. . . . . . . . .    8
ARTICLE 15.02:   REPAIR OF LEASED PREMISES BY TENANT. . . . . . . .    9
ARTICLE 15.03:   PEACEABLE SURRENDER. . . . . . . . . . . . . . . .    9
ARTICLE 15.04:   TIDY CONDITION OF LEASED PREMISES. . . . . . . . .    9

ARTICLE 16.01:   OCCUPATION OF LEASED PREMISES. . . . . . . . . . .    9
ARTICLE 16.02:   ASSIGNMENT, SUBLETTING, PARTING WITH POSSESSION. .    9
ARTICLE 16.03:   LANDLORD'S RIGHTS. . . . . . . . . . . . . . . . .    9
ARTICLE 16.04:   TRANSFER OF SHARES OF TENANT . . . . . . . . . . .   10
ARTICLE 16.05:   TENANT'S RECORDS OF SHAREHOLDINGS. . . . . . . . .   10

ARTICLE 17.01:   RULES AND REGULATIONS. . . . . . . . . . . . . . .   10
ARTICLE 17.02:   CHANGES TO RULES AND REGULATIONS . . . . . . . . .   10

ARTICLE 18.01:   USE OF LEASED PREMISES . . . . . . . . . . . . . .   11
ARTICLE 18.02:   INCREASE IN INSURANCE PREMIUMS . . . . . . . . . .   11

ARTICLE 19.01:   TENANT'S INSURANCE . . . . . . . . . . . . . . . .   11

ARTICLE 20.01:   CANCELLATION OF INSURANCE. . . . . . . . . . . . .   12

ARTICLE 21.01:   OBSERVANCE OF LAW. . . . . . . . . . . . . . . . .   12

ARTICLE 22.01:   WASTE AND NUISANCE . . . . . . . . . . . . . . . .   13

ARTICLE 23.01:   ENTRY BY LANDLORD. . . . . . . . . . . . . . . . .   13

ARTICLE 24.01:   INDEMNIFICATION OF LANDLORD. . . . . . . . . . . .   13

ARTICLE 25.01:   EXHIBITING PREMISES. . . . . . . . . . . . . . . .   13

ARTICLE 26.01:   ALTERATIONS BY TENANT. . . . . . . . . . . . . . .   13
ARTICLE 26.02:   ALTERATION OF BUILDING . . . . . . . . . . . . . .   14
ARTICLE 26.03:   ALTERATION OF PIPES, CONDUITS, ETC . . . . . . . .   14
ARTICLE 26.04:   ALTERATION OF LEASED PREMISES. . . . . . . . . . .   14

ARTICLE 27.01:   REPLACEMENT OF GLASS . . . . . . . . . . . . . . .   14

ARTICLE 28.01:   SIGNS AND ADVERTISING. . . . . . . . . . . . . . .   14

ARTICLE 29.01:   NAME OF BUILDING . . . . . . . . . . . . . . . . .   15


                                       ii
<PAGE>
ARTICLE 30.01:   SUBORDINATION AND ATTORNMENT . . . . . . . . . . .   15

ARTICLE 31.01:   ACCEPTANCE OF PREMISES . . . . . . . . . . . . . .   15

ARTICLE 32.01:   CERTIFICATES . . . . . . . . . . . . . . . . . . .   15

ARTICLE 33.01:   QUIET ENJOYMENT. . . . . . . . . . . . . . . . . .   15

ARTICLE 34.01:   LANDLORD'S ADDITIONAL COVENANTS. . . . . . . . . .   15

ARTICLE 35.01:   TAXES AND RATES PAYABLE BY LANDLORD. . . . . . . .   15

ARTICLE 36.01:   CLIMATE CONTROL BY LANDLORD. . . . . . . . . . . .   16
ARTICLE 36.02:   ENERGY CONSERVATION BY TENANT. . . . . . . . . . .   16

ARTICLE 37.01:   ELEVATOR SERVICE . . . . . . . . . . . . . . . . .  .16

ARTICLE 38.01:   ELEVATOR SERVICE INTERRUPTIONS . . . . . . . . . .   16

ARTICLE 39.01:   JANITORIAL SERVICES. . . . . . . . . . . . . . . .   17

ARTICLE 40.01:   WATER AND ELECTRICITY. . . . . . . . . . . . . . .   17

ARTICLE 41.01:   REPAIR AND MAINTENANCE . . . . . . . . . . . . . .   17

ARTICLE 42.01:   TRADE FIXTURES . . . . . . . . . . . . . . . . . .   17
ARTICLE 42.02:   REMOVAL OF TRADE FIXTURES. . . . . . . . . . . . .   18

ARTICLE 43.01:   FIXTURES . . . . . . . . . . . . . . . . . . . . .   18

ARTICLE 44.01:   TIME FOR REPAIR BY LANDLORD. . . . . . . . . . . .   18

ARTICLE 45.01:   LANDLORD'S INSURANCE . . . . . . . . . . . . . . .   18

ARTICLE 46.01:   DAMAGE -ABATEMENT OF RENT. . . . . . . . . . . . .   19
ARTICLE 46.02:   DAMAGE TO LEASED PREMISES - TERMINATION. . . . . .   19
ARTICLE 46.03:   DAMAGE TO BUILDING - TERMINATION . . . . . . . . .   19

ARTICLE 47.01:   LOSS AND DAMAGE. . . . . . . . . . . . . . . . . .   19

ARTICLE 48.01:   DELAYS . . . . . . . . . . . . . . . . . . . . . .   20

ARTICLE 49.01:   DEFAULT. . . . . . . . . . . . . . . . . . . . . .   20

ARTICLE 50.01:   COSTS. . . . . . . . . . . . . . . . . . . . . . .   21


                                      iii
<PAGE>
ARTICLE 51.01:   DISTRESS . . . . . . . . . . . . . . . . . . . . .   21

ARTICLE 52.01:   RIGHT OF ENTRY . . . . . . . . . . . . . . . . . .   21

ARTICLE 53.01:   RIGHT OF TERMINATION . . . . . . . . . . . . . . .   21

ARTICLE 54.01:   PAYMENT OF RENT AND PERFORMANCE OF COVENANTS . . .   21

ARTICLE 55.01:   ADDITIONAL RIGHTS AND REMEDIES OF LANDLORD
                 ON DEFAULT . . . . . . . . . . . . . . . . . . . .   21

ARTICLE 56.01:   NON-WAIVER . . . . . . . . . . . . . . . . . . . .   22

ARTICLE 57.01:   OVERHOLDING BY TENANT. . . . . . . . . . . . . . .   22

ARTICLE 58.01:   DIRECTORY BOARD. . . . . . . . . . . . . . . . . .   22

ARTICLE 59.01:   ACCRUAL OF RENT. . . . . . . . . . . . . . . . . .   22

ARTICLE 60.01:   SALE BY LANDLORD . . . . . . . . . . . . . . . . .   22

ARTICLE 61.01:   NOTICE . . . . . . . . . . . . . . . . . . . . . .   22
ARTICLE 61.02:   NOTICE BY DELIVERY . . . . . . . . . . . . . . . .  .23

ARTICLE 62.01:   LAWS OF PROVINCE APPLY . . . . . . . . . . . . . .   23

ARTICLE 63.01:   PAYMENT IN CANADIAN FUNDS. . . . . . . . . . . . .   23

ARTICLE 64.01:   LEASE ENTIRE AGREEMENT . . . . . . . . . . . . . .   23

ARTICLE 65.01:   BINDING EFFECT . . . . . . . . . . . . . . . . . .   23

ARTICLE 66.01:   TIME OF THE ESSENCE. . . . . . . . . . . . . . . .  .23

ARTICLE 67.01:   REGISTRATION . . . . . . . . . . . . . . . . . . .   24

ARTICLE 68.01:   TERMINATION UPON REGISTRATION. . . . . . . . . . .   24

ARTICLE 69.01:   OPTION TO RENEW. . . . . . . . . . . . . . . . . .   24


                                       iv
<PAGE>
SCHEDULES
---------

SCHEDULE 1 - PLAN OF LEASED PREMISES
SCHEDULE 2 - SUMMARY OF TERMS OF. LEASE
SCHEDULE 3 - RULES AND REGULATIONS
SCHEDULE 4 - OPTIONS TO RENEW
SCHEDULE 5 - DEMISING
SCHEDULE 6 - LEASEHOLD IMPROVEMENTS
SCHEDULE 7 - LANDLORD'S WORK
SCHEDULE 8 - ADDITIONAL ELECTRICAL CHARGES
SCHEDULE 9 - EARLY TERMINATION
SCHEDULE 10 - EXISTING LEASE ON SUITE 2040
SCHEDULE 11 - RIGHT OF FIRST REFUSAL
SCHEDULE 12 - OFFER TO LEASE (dated April 20, 1999)


                                        v
<PAGE>
                                      LEASE
                                      -----

     THIS  INDENTURE  is  made  the  11th  day  of  August,  1999.



BETWEEN:

     HARBOUR CENTRE COMPLEX LIMITED, as attorney-
     -------------------------------
     in-fact for Lord Realty Holdings Limited and
     Privest Properties Ltd., P.O. Box 12050,
     555 West Hastings Street, Vancouver, British
     Columbia;

     (the "Landlord")

OF THE FIRST PART

AND:

     NETNATION COMMUNICATIONS (CANADA) INC,
     --------------------------------------
     P.O. Box 12129
     --------------------------------------
     555 West Hastings Street
     --------------------------------------
     Vancouver, B.C.
     --------------------------------------
     V6B 4N6
     --------------------------------------

     (the "Tenant")

OF THE SECOND PART

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

1.01     The  Parties  hereto  agree  that  when  used  in  this Lease or in any
Schedule  attached  to
this Lease, the following words or expressions have the meanings hereinafter set
forth:

(a)  "herein",  "hereof',  "hereby",  "hereunder",  "hereto",  "hereinafter" and
     similar  expressions refer to this Lease and not to any particular section,
     paragraph or other portion hereof, unless there is something in the subject
     matter  or  context  inconsistent  therewith.

(b)  "Building" means that part of Harbour Centre presently known as the Harbour
     Centre  Office  Tower  and  consisting of 21 office floors and 2 mechanical
     floors  located  between the 5th (elevation 217.16 feet) and the ceiling of
     the  28th  floor  (elevation  493.16  feet)  together with the office tower
     entrances  and  lobby at Hastings Street level (elevation (154.25 feet) and
     the  elevators  and  elevator  shafts from the Hastings Street level to the
     ceiling  of  the  28th  floor.


                                        1
<PAGE>
(c)  "Business  Day"  means  any  of the days from Monday to Friday inclusive of
     each  week  unless  such  day  is  a  holiday.

(d)  "Capital  Tax"  means  the tax or excise imposed upon the Landlord which is
     measured  by  or based in whole or in part upon the capital employed by the
     Landlord  at  and  after  the  date  of  the  substantial  completion  of
     construction  of  the  Building,  imputed  as  if the amount of such tax or
     excise  were that amount due if the Building were the only real property of
     the  Landlord  and  includes the amount of any capital or place of business
     tax  levied  by  the  Provincial  Government  or  other  applicable  taxing
     authority  against  the Landlord with respect to the Building, which at the
     present  is  calculated  as  one  fifth  (1/5)  of  one percent (1%) of the
     Landlord's  "taxable  paid-up  capital"  as  defined  in  the  applicable
     legislation.

(e)  "Commencement  Date"  means  the  date  set out in Section 1 of Schedule 2.

(f)  "Common Areas and Facilities" means (a) those areas, facilities, utilities,
     improvements,  equipment and installations in the Building which, from time
     to  time,  are  not  designated or intended by the Landlord to be leased to
     tenants  of  the  Building,  and  (b)  those  areas, facilities, utilities,
     improvements,  equipment  and  installations  which  serve  or  are for the
     benefit  of  the  Building,  whether or not located within, adjacent to, or
     near the Building and which are designated or intended by the Landlord from
     time  to  time  as part of the Common Areas and Facilities of the Building.
     Common  Areas  and  Facilities  includes,  without  limitation,  all areas,
     facilities,  utilities, improvements, equipment and installations which are
     provided  or designated (and which may be changed from time to time) by the
     Landlord  for the use or benefit of the tenants, their employees, customers
     and  other  invitees  in  common with others entitled to the use or benefit
     thereof  in  the  manner  and  for  the  purposes  permitted by this Lease.

(g)  "Harbour  Centre"  means  the Lands and includes the Building and any other
     buildings  or  improvements  thereon  and  therein.

(h)  "Landlord's  Architect"  means  such  firm  of  professional  architects or
     engineers  as  the  Landlord  may from time to time engage and includes any
     consultant  or  consultants  from time to time appointed by the Landlord or
     the  Landlord's  Architect.

(i)  "Lands" means those lands located in the City of Vancouver and described as
     Block  13,  District  Lot  541,  Plan  15728.

(j)  "Leased Premises" means that part of the Building as outlined in red on the
     plan  attached hereto as Schedule 1, but excluding the exterior face of the
     Building.

(k)  "Net Rentable Area of the Building" means 249,755 square feet provided that
     if from time to time there is a significant change in the rentable space in
     the  Building  as  a  result  of  an  addition thereto, partial destruction
     thereof,  or  other  cause,  "Net  Rentable  Area  of  the  Building" shall
     thereafter  mean  the  number  of  square  feet of net rentable area of the
     Building  determined  in  accordance  with  Section  1.05  hereof.


                                        2
<PAGE>
(l)  "Normal  Business  Hours"  means  the  hours from 7:30 a.m. to 6:00 p.m. on
     Business Days and the hours from 7:30 a.m. to 1:00 p.m. on Saturdays except
     when  Saturday  is  a  holiday.

(m)  "Operating  Costs"  means  the total amounts paid or payable whether by the
     Landlord  or  others  on  behalf  of  the  Landlord for climate control and
     maintaining,  operating  and  repairing  the  Building,  including  without
     limiting the generality of the foregoing, Capital Tax, the aggregate of the
     amount  paid  for  all  fuel  used in heating and the purchase of steam for
     heating  or  other purposes, the amount paid or payable for all electricity
     furnished  by  the  Landlord to the Building, the amount paid or payable on
     account of relamping and reballasting pursuant to Section 14.01 hereof; the
     amount  paid  or  payable  for  all  hot  and  cold  water  other than that
     chargeable  to  tenants  by  reason  of  their extraordinary consumption of
     water;  the  amount  paid  or payable for all labour and/or wages including
     benefits,  and  other  payments  made  to  or  for the benefit of janitors,
     caretakers,  and  other  employees  of  the  Landlord  (including wages and
     benefits  of  the  building  manager)  involved  in  the maintenance of the
     Building,  managerial  and administrative expenses related to the Building;
     the  total  charges  of any independent contractors employed in the repair,
     care, maintenance, and cleaning of the Building, the amount paid or payable
     for  all  supplies  (including  all  supplies  and  necessities  which  are
     occasioned  by  everyday  wear  and  tear);  the  costs of window cleaning,
     maintenance  of  the Directing Board of the Building, telephone and utility
     costs;  the  cost of accounting services necessary to compute the rents and
     charges  payable  by  the  tenants  of the Building; the cost of operating,
     repairing  and  maintaining  the  Building  elevators; the cost of porters,
     guards  and other protection services; payments for general maintenance and
     repairs  to  the  plant  and  equipment  supplying climate control; and the
     amount  paid  for premiums for all insurance including that provided for in
     Section  45.01  hereof.  There  shall  be  included in Operating Costs that
     portion, which the Landlord acting reasonably considers to be applicable to
     the  Building,  of any and all costs and expenses of the same nature as the
     foregoing  costs  and  expenses  but  which  are  incurred  either:

     (i)  with  respect  to  the  Building in common with other parts of Harbour
          Centre;  or

     (ii) with  respect  to  parts  of  Harbour  Centre  used  by tenants of the
          Building  and  their  employees  and those doing business with them in
          common  with the tenants of other elements of Harbour Centre and their
          employees  and  those  doing  business  with  them,

          Operating  Costs  shall  not  include  depreciation  except:

    (iii) depreciation of costs incurred for repairing and replacing fixtures,
          equipment and facilities serving or comprising the Building (including
          the heating, ventilating, air conditioning and climate control systems
          serving the Building) which by their nature require periodic repair or
          replacement  and which are not charged fully in the year in which they
          are incurred, at rates determined from time to time by the Landlord in
          accordance  with  sound  accounting  principles;


                                        3
<PAGE>
     (iv) cost  of  improvements  properly  charged  to  the  Landlord's capital
          account  which substantially reduce Operating Costs and herein defined
          amortized  over  their  useful  life  as determined by the Landlord in
          accordance  with  sound  accounting  principles;  and

     (v)  interest  calculated  at two (2) percentage points per annum above the
          annualized  average  daily  prime bank commercial lending rate charged
          during  the  period  for which Operating Costs are being calculated by
          any  Canadian  chartered  bank  designated  from  time  to time by the
          Landlord  upon  the  undepreciated  or unamortized portion of the cost
          referred  to  in  the  preceding  subsections  (m)(iii)  and  (iv).

     Except  as  provided  in subsection (m)(v) above, Operating Costs shall not
     include  interest  on  debts,  capital  retirement  of debt, or other costs
     property chargeable to capital account, or costs directly chargeable by the
     Landlord  to  any tenant or tenants of the Building pursuant to sections of
     this Lease other than Section 11.01 hereof and the corresponding provisions
     of  their  respective leases, or costs for which the Landlord is reimbursed
     by the proceeds of insurance claims to the extent of such reimbursement. If
     at  any  time  during  any  fiscal  period  the Building shall be less than
     ninety-five  percent (95%) occupied by tenants, the Landlord shall have the
     right to adjust any cost incurred in the Building that is related to tenant
     occupancy  so  that  the  Landlord  will  fully recover its expenditure and
     Operating  Cost  for such fiscal period shall be deemed to be the amount of
     Operating  Cost  which  would  have  been Incurred if the Building had been
     ninety-five  percent  (95%)  occupied  by  tenants  during the whole of the
     fiscal  period.

(n)  "Proportionate  Share"  means  the  fraction  that has as its numerator the
     Tenant's  Floor Area and which has as its denominator the Net Rentable Area
     of  the  Building.

(o)  "Rent"  includes  amounts  referred  to as rent, rental, additional rent or
     additional  rental.

(p)  "Taxes"  means  all  real  property  taxes,  rates,  duties and assessments
     (including  local  improvement  taxes),  impost  charges or levies, whether
     general  or  special,  that  are levied, rated, charged or assessed against
     Harbour Centre or any part or parts thereof from time to time by any lawful
     taxing  authority  (whether  federal,  provincial,  municipal,  school  or
     otherwise), and any taxes or other amounts which are imposed in lieu of, or
     in  addition  to,  any  such  real property taxes (whether of the foregoing
     character or not and whether in existence at the Commencement Date or not),
     and  any such real property taxes and any amounts in lieu thereof levied or
     assessed  against  the Landlord or the owner of Harbour Centre with respect
     thereto  or  its  interest  therein but excludes such taxes as Capital Tax,
     capital  gains  taxes,  corporate, income, profits or excess profits taxes.

(q)  "Tenant's  Floor Area" means, subject to Section 4.02, the number of square
     feet  set  out  in  Section  2 of Schedule 2, calculated in accordance with
     Section  1.05.

(r)  "Term"  means  the  period  set  out  in  Section  3  of  Schedule  2.


                                        4
<PAGE>
(s)  "Fair Market Rent" means that rent that would be paid for leases of similar
     duration  for  office  space  similar  to  the  Leased  Premises  in office
     buildings of similar age, class, size, amenities and leasehold improvements
     as  between persons dealing in good faith and at arm's length but excluding
     consideration  of  any signing bonus, leasehold improvement allowance, rent
     free  period  or  other  inducement  payment.

     When  applicable,  the  Landlord and Tenant shall make bona fide efforts to
     agree as to the fair Market Rent payable. If, however, the parties have not
     agreed  as  to  the  amount of rent by the sixtieth (60th) day prior to the
     commencement  of  the  term in question, then such rent shall be determined
     either:

     (i)  by  an  arbitrator  mutually agreed upon by the parties who shall be a
          person  currently  active  in  the  Province of British Columbia as an
          Accredited  Real  Estate  appraiser  having  not  less than five years
          experience  as  an  appraiser;  or

     (ii) if the parties are unable to agree as to an arbitrator pursuant to the
          clause  (i)  of  this  paragraph,  then such Fair Market Rent shall be
          determined by a single arbitrator in accordance with the provisions of
          the  Commercial  Arbitration  Act  S.B.C.  1986,  c.  3 and amendments
          thereto  or  legislation  in  substitution  therefore.

DEFINITIONS  -  LANDLORD  AND  TENANT
-------------------------------------

1.02     Unless  the context otherwise requires, the word "Landlord" wherever it
is  used  herein  shall be construed to include and shall mean the Landlord, its
successors  and/or  assigns, and the word "Tenant" shall be construed to include
and  shall mean the Tenant, and the executors, administrators, successors and/or
assigns  of  the  Tenant  and when there are two or more tenants, or two or more
persons  bound  by  the  Tenant's  covenants herein contained, their obligations
hereunder shall be joint and several; the word "Tenant" and the personal pronoun
"it"  relating  thereto  and  used  therewith  shall  be  read  and construed as
"Tenants",  and  "his", "her", "its", or "their" respectively, as the number and
gender  of  the  party or parties referred to each require and the number of the
verb  agreeing therewith shall be construed so as to agree with the said word or
pronoun  so  substituted.

CONSTRUCTION  OF  LEASE  TERMS
------------------------------

1.03     All  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 provision hereof. If any provision or provisions of this Lease
are  illegal  or  not  enforceable,  it or they shall be considered separate and
severable from this Lease and its remaining provisions shall remain in force and
be  binding  upon  the parties hereto as though the said provision or provisions
had  never  been  included.

CAPTIONS
--------

1.04     The captions appearing within the body of 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  of  any provision hereof.


                                        5
<PAGE>
CALCULATION OF "TENANT'S FLOOR AREA" AND
"NET  RENTABLE  AREA  OF  THE  BUILDING"
----------------------------------------

1.05     "Tenant's  Floor Area" and "Net Rentable Area of the Building" shall be
calculated  from
time  to  time  as  follows:

(a)     Single  Tenancy  Floor  The  net  rentable  area, whether above or below
        ----------------------
grade, shall be calculated (from dimensioned Architect's drawings) to the inside
face  of  the  glass on outer Building walls.  It shall include all space within
outer  Building  walls  except for stairs, elevator shafts, and flues and stacks
for  washrooms.  No  deduction  shall be made for washrooms, janitor closets, or
electrical  or  telephone  cupboards  within and servicing that floor or for any
other  rooms,  corridors  or areas available to the tenant on that floor for its
use,  furnishings or personnel, or for any columns or projections located wholly
or  partially  within  the space, or for any enclosures, ducts, flues, piping or
rooms  used  for  the  purpose  of  cooling.  heating  or  ventilating.

(b)     Multiple  Tenancy  Floor   The net rentable area, whether above or below
        ------------------------
grade,  shall  be the sum of all rentable spaces on that floor with the rentable
space  of  each  office  on  such  floor  being  calculated  (from  dimensioned
Architect's  drawings)  to the inside face of the glass as described above for a
single  tenancy  floor,  to  the  face  of  permanent  interior  walls,  to  the
centre-line  of  partitions  forming public corridors, and to the centre-line of
partitions separating adjoining rentable spaces. No deductions shall be made for
any  columns  or  projections  located  wholly  or partially within the rentable
space,  or  for any enclosures around the periphery of the Building used for the
purpose  of  cooling,  heating  or  ventilating.

The  common  area  of  an  office  floor,  which  includes all elevator lobbies,
corridors,  washrooms,  janitor  closets  and electrical and telephone cupboards
contained  on that floor, any enclosures, ducts, flues, piping or rooms used for
the purpose of heating or cooling or ventilating and not included above shall be
computed  by deducting the net rentable space based on multiple tenancy from the
net  rentable  space based on single tenancy, and shall be allocated pro rata to
the  net rentable space of Tenant's premises on that floor to determine Tenant's
Floor  Area.

NET  LEASE
----------

1.06     The  Tenant acknowledges and agrees that it is intended that this Lease
is  a  completely carefree net lease to the Landlord, except as expressly herein
set  out,  that  the  Landlord is not responsible during the Term for any costs,
charges,  expenses and outlays of any nature whatsoever arising from or relating
to  the  leased  Premises,  or  the  use  and occupancy thereof, or the contents
thereof  or  the  business  carried  on  therein,  and  the Tenant shall pay all
charges,  impositions,  costs  and expenses of every nature and kind relating to
the  Leased  Premises  except  as  expressly  herein  set  out.

LEASED  PREMISES
----------------

2.01     In  consideration  of  the  Rent,  covenants and agreements hereinafter
reserved  and  contained  on  the  part  of  the Tenant to be respectively paid,
observed and performed, the Landlord hereby demises and leases to the Tenant the
Leased  Premises,  together  (subject to Section 17.01 hereof) with the right of


                                        6
<PAGE>
the  Tenant,  the  Tenant's  employees,  agents,  suppliers  and  persons having
business  with  the  Tenant  in  common  with  the  Landlord, its other tenants,
subtenants  and  ail  others  entitled  thereto  to  the  use  of the following:

     (a)  the  entrance  foyer  and  lobby  of  the  Building;

     (b)  the  corridors and lavatories on the floor(s) of the Building on which
          the  Leased  Premises  are  situate;

     (c)  public  entrance  doors, halls, stairways, passages, elevators, in the
          Building;  and

     (d)  the  shipping  and  receiving  areas in Harbour Centre designated from
          time  to  time  by  the  Landlord.

TERM  OF  LEASE
---------------

3.01     TO  HAVE AND TO HOLD the Leased Premises unto the Tenant for and during
the Term subject to the payment of Rent and the fulfillment by the Tenant of the
covenants  and  conditions  hereinafter  set  forth.

RENT
----

4.01     The  Tenant  shall  pay  without deduction, set-off or abatement to the
Landlord  or to such other party as the Landlord may designate, yearly and every
year during the Term, a rent of the amount set out in Section 4 of Schedule 2 in
lawful  money of Canada payable in equal consecutive monthly installments of the
amount  set  out  in Section 5 of Schedule 2 in advance on the first day of each
month during the Term, the first of such payments to be made on the Commencement
Date.  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 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.  If  the  Tenant  shall  commence to do business from the Leased Premises
prior  to  the  Commencement  Date the Tenant shall pay during such period a pro
rata  rental  calculated  on  a  per diem basis. The Tenant, if requested by the
Landlord,  shall  deliver  to  the Landlord at the beginning of each year of the
Term, a series of monthly postdated cheques for such year for the amount of Rent
payable  hereunder,

ADJUSTMENT  OF  RENT  WHEN  AREAS  ARE  MEASURED  AND  CHANGED
--------------------------------------------------------------

4.02     PROVIDED, that if the Tenant's Floor Area was estimated by or on behalf
of the Landlord for the purposes of this Lease because the rentable area thereof
could  not  be  accurately calculated prior to the execution of the Lease, or if
the  rentable  area  of the Leased Premises changes at any time during the Term,
then, when the rentable area of the Leased Premises can be accurately calculated
and if the estimate previously made was not correct or has changed, the Tenant's
Floor  Area  shall  then  be  calculated  as  set  forth in Section 1.05 and the
appropriate  adjustments  made  with  respect  to Rent payable under this Lease.


                                        7
<PAGE>
COMMENCEMENT  AND  CONDUCT  OF  BUSINESS
----------------------------------------

5.01     The  Tenant  shall  commence its business in the Leased Premises on the
Commencement  Date and thereafter shall operate its business in the whole of the
Leased  Premises  in a reputable manner and in compliance with the provisions of
this  Lease  and  the  requirements  of  all  applicable  governmental  laws and
regulations  during  all  Business  Days  during  the Term hereof, provided that
nothing in this Section shall require the Tenant to carry on business during any
period  prohibited  by any law or by-law regulating or limiting the hours during
which  such  business  may  be  carried  on.

BUSINESS  AND  OTHER  TAXES
---------------------------

6.01     The  Tenant  shall  pay  all  taxes  levied, rates, imposed, charged or
assessed against and in respect of the Tenant's occupancy of the Leased Premises
or in respect of the personal property, trade fixtures, furniture and facilities
of  the  Tenant  or  the business or income of the Tenant on and from the Leased
Premises  if,  as  and  when  the  same  become due, and will indemnify and keep
indemnified  the  Landlord  from  and  against  all  payment of all loss, costs,
charges  and  expenses occasioned by or arising from any and all such taxes, and
also  if  the  Tenant  or  any  person occupying the Leased Premises or any part
thereof  shall  elect  to have the Leased Premises thereof assessed for Separate
School  taxes, the Tenant shall pay to the Landlord as soon as the amount of the
Separate  School taxes is ascertainable, any amount by which the Separate School
taxes  exceed the amount which would have been payable for school taxes had such
election  not  been  made  as  aforesaid.

     The  Tenant  further  covenants and agrees that upon written request of the
Landlord  the  Tenant  will  promptly  deliver to it for inspection receipts for
payment  of all taxes, payable .by the Tenant under this Section 6.01 which were
due and payable up to one (1) month prior to such request, and in any event will
furnish  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.

TAX  ON  TENANT'S  LEASEHOLD  IMPROVEMENTS  MACHINERY  TAX
----------------------------------------------------------

7.01     The Tenant shall pay to the Landlord as additional rental in accordance
with  Section  12.01  hereof,  in respect of each applicable tax year, an amount
equal  to  that portion of the Tax for such tax year as reasonably determined by
the  Landlord,  which  may  reasonably  be regarded as being attributable to the
fixtures,  improvements,  installations,  alterations,  additions, equipment and
machinery from time to time made, erected or installed in the Leased Premises by
or  on  behalf  of the Tenant or by or on behalf of any previous occupant of the
Leased  Premises.

TAX  ON  LEASED  PREMISES
-------------------------

8.01     The Tenant shall (i) pay as additional rental to the Landlord or to the
taxing authorities if the Landlord so directs, and discharge in each year during
the  Term and within the times provided for by the taxing authorities, all Taxes
that  are  levied,  rated, charged or assessed from time to time against or with
respect  to  the Leased Premises or any part thereof, on the basis of a separate
real  property tax bill and separate real property assessment notice rendered by
any  lawful  taxing  authority;  (ii)  provide the Landlord within ten (10) days
after  demand,  with a copy of any separate tax bills and assessment notices for
the  Leased Premises or any part thereof; (iii) promptly deliver to the Landlord


                                        8
<PAGE>
receipts  evidencing  the  payment  of all such Taxes payable to any such taxing
authorities  as  aforesaid  and  furnish  such  other information in connection,
therewith  as  the Landlord reasonably requires: and (iv) pay as additional rent
its  Proportionate Share of all Taxes levied, rated, charged or assessed against
the  Common  Areas  and  Facilities  on the basis of a separate tax bill for the
Common  Areas  and  Facilities, and as the Landlord shall reasonably allocate to
the tenants of the Building; and (v) pay to the federal, provincial or municipal
authority  imposing  the same all service, business transfer, transaction value,
ad  valorem or other taxes by whatever name called, if any, assessed upon and as
a  direct  result of the payment of rent hereunder as often as such taxes become
due and whether or not such taxes are applicable on the date of the execution of
this  lease or become applicable thereafter. In the event that such taxes are by
statute,  by-law  or  regulation,  imposed  upon  or  payable by the Landlord as
recipient  of  the  rent,  the  Tenant shall reimburse the Landlord for the full
amount  of  such  taxes  within  thirty  (30)  days  of such taxes becoming due.

TAX  ON  LANDS  NOT  SEPARATELY  ASSESSED
-----------------------------------------

9.01     If, with respect to any Taxes, there are not separate real property tax
bills  and separate real property assessment notices for the Leased Premises and
the  Common Areas and Facilities the Tenant shall pay within ten (10) days after
demand  therefore  by the Landlord, as additional rental, a share (the "Tenant's
Share"),  as  reasonably allocated to the Leased Premises by the Landlord of all
such  Taxes which are levied, rated, charged or assessed by any lawful authority
against,  or  in  relation  to  Harbour Centre. The Tenant's Share of such Taxes
shall  be  determined  as  follows:

     The  Landlord  shall  reasonably allocate any Taxes for which separate real
     property  tax  bills  and separate real property assessment notices are not
     issued,  firstly  as  between  the  Building  and  the  other  improvements
     comprising  Harbour  Centre; and secondly as between each of the individual
     leasable  premises  within  the Building; in each case on such basis as the
     Landlord  in  its  sole  opinion determines equitable, having regard, among
     other things, to the various uses of the premises within Harbour Centre and
     the  Building  intended  for leasing, the cost of original construction and
     the  location  of  each  of  the  individual  leasable  premises within the
     Building.

The  Tenant shall pay such portion of the Taxes allocated to the Leased Premises
as aforesaid.  The foregoing payment constitutes the Tenant's Share of Taxes and
shall  be  made  in  accordance  with  Section  12.01.

PER  DIEM  ADJUSTMENT  OF  TAXES
--------------------------------

10.01     If the Term of this Lease does not commence or end at the beginning or
end  of  a calendar year, respectively, the Taxes that the Tenant is required to
pay  pursuant  to  Sections  8.01 and 9.01 hereof shall be subject to a per diem
adjustment  based  upon  a  period  of  365  days.


                                        9
<PAGE>
OPERATING  COSTS
----------------

11.01     The  Tenant  shall  pay  to  the  Landlord  as  additional  rental  in
accordance  with  Section  12.01  hereof  the  Tenant's  Proportionate  Share of
Operating  Costs  during each year of the Term. If the Term does not commence or
end  at  the  beginning  or  end  of  a calendar year, respectively, such amount
payable by the Tenant for the appropriate periods of the Term shall be estimated
by  the  Landlord  acting  reasonably  and reduced proportionately on a per diem
basis.

PAYMENT  OF  ESTIMATED  ADDITIONAL  RENTALS
-------------------------------------------

12.01     Any  additional  rentals  payable  by  the Tenant under Sections 7.01,
8.01,  9.01  and
11.01  hereof  shall  be  paid  as  follows  unless  otherwise  provided:

     (a)  In  each year of the Term the Tenant shall pay to the Landlord monthly
          in  advance  one-twelfth  (1/12th)  of  the  amount of such additional
          rentals  payable  under  Sections  7.01, 8.01, 9.01 and 11.01 for each
          year of the Term as reasonably estimated by the Landlord in advance to
          be  due from the Tenant. Such estimate may be adjusted by the Landlord
          and  the  Tenant  shall  pay  installments  of such additional rentals
          according  to  such  estimate,  as  adjusted.

     (b)  If the aggregate amount of such additional rental payments made by the
          Tenant  in any year of the Term should be greater than such additional
          rentals  due for such year, then should the Tenant not be otherwise in
          default  hereunder,  the  amount of such excess will be applied by the
          Landlord  to  the  next  succeeding  installments  of  such additional
          rentals  due  hereunder; and if there be any such. excess for the last
          year  of the Term, the amount thereof will be refunded by the Landlord
          to  the  Tenant within thirty (30) days after the Landlord's financial
          statements  have  been  prepared for the Landlord's fiscal year during
          which  the  expiration  or  earlier  termination  of  the  Term occurs
          provided the Tenant is not otherwise in default under the terms of the
          Lease  at  the  date  of  expiry or earlier termination of this Lease.

     (c)  Notwithstanding  the  foregoing, if the Landlord is required to prepay
          any  amount  which  it is entitled to collect in whole or in part from
          the  Tenant or if the Landlord is required to pay any such amount more
          frequently  than required as at the Commencement Date the Tenant shall
          pay  to  the  Landlord  its  portion  of  such  amount  calculated  in
          accordance  with  this  Lease  forthwith  upon  demand.

ADDITIONAL  ELECTRICITY  CHARGES
--------------------------------

13.01     If,  in the Landlord's reasonable opinion, the Tenant causes any extra
or  unusual  power  consumption  beyond  the  average power consumption of other
tenants  in  the  Building,  including,  by  way of example only, that caused by
special equipment, by multiple shift occupancy or by occupancy during other than
Normal  Business  Hours then the Landlord may estimate the cost of such extra or
unusual  power  consumption  and  charge  such  cost directly to the Tenant. The
Tenant  shall pay any such costs to the Landlord on written demand as additional
rent.


                                       10
<PAGE>
REPLACEMENT  OF  BULBS,  TUBES,  BALLASTS  AND  LIGHT  FIXTURE  PARTS
---------------------------------------------------------------------

14.01     The  Landlord  shall  have  the  exclusive  right  to  attend  to  any
replacement of electric light bulbs, tubes and light fixture parts in the Leased
Premises  throughout the Term.  The Landlord may adopt a system of relamping and
reballasting  periodically  on  a  group basis in accordance with good practice.

COST  OF  METERS
----------------

14.02     The  Tenant covenants to pay for the cost of any metering which may be
requested  by the Tenant to be installed by the Landlord in the Building for the
purpose of determining any utility (including electricity and water) consumed in
the  Leased  Premises  or  which  may  be reasonably required by the Landlord to
measure  any  excess  usage  of  electricity  or  water.

TENANT'S  USE  OF  ELECTRICITY
------------------------------

14.03     The  Tenant's  use  of electricity in the Leased Premises shall be for
the  operation  of  lighting  and business machines, electrical fixtures such as
personal  computers  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 avert possible
adverse  effect  upon  the Building's electrical services, 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,  personal  computers  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 therefore shall be paid as
additional  rental  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  rental  for  electricity  by an amount which will
reflect  the  increased  cost  to  the Landlord of the additional services to be
furnished  by  the  Landlord.

COST  OF  REPAIRS  PAYABLE  BY  TENANT
--------------------------------------

15.01     If  the  Building,  other  parts  of  Harbour  Centre,  the elevators,
boilers,  engines,  pipes  and  other  apparatus  (or  any of them) used for the
purpose  of  climate control of the Building or other parts of Harbour Centre or
operating  the  elevators,  or  if  the  water  pipes,  drainage pipes, electric
lighting  or other equipment of the Building or other parts of Harbour Centre or
the  roof  or  outside  walls  of  the Building or other parts of Harbour Centre
require  repair or are damaged or destroyed through the negligence, carelessness
or  misuse of the Tenant, his servants, agents, employees or anyone permitted by
him  to  be  in  the  Building, or through him or them in any way stopping up or
injuring  the heating apparatus, elevators, water pipes, drainage pipes or other
equipment  or  part of the Building or Harbour Centre, the cost of the necessary
repairs,  replacements of alterations shall be borne by the Tenant who shall pay
the  same  to  the  Landlord  as  additional  rental  forthwith  on  demand.


                                       11
<PAGE>
REPAIR  OF  LEASED  PREMISES  BY  TENANT
----------------------------------------

15.02     The  Tenant  shall  repair  the  Leased  Premises,  including  without
limiting  the generality of the foregoing, all interior partitions, fixtures and
leasehold  improvements  in the Leased Premises and all electrical and telephone
outlets  and  conduits and any fixtures and shelving, and special mechanical and
electrical  equipment  not a normal part of the Building installed by or for the
Tenant, reasonable wear and tear, damage resulting from structural defect, fire,
lightning  and tempest and other casualty with respect to which the Landlord has
received  proceeds  of  insurance  only excepted; and the Landlord may enter and
view  the  state  of  repair  and  the Tenant will forthwith repair according to
written  notice  in  writing,  subject  only  to  the  foregoing  exceptions.

PEACEABLE  SURRENDER
--------------------

15.03     At the end of the Term or upon the sooner termination of the Term, the
Tenant  shall  peaceably  surrender  and  yield  up  the  Leased Premises to the
Landlord in good repair and in a state of broom cleanliness, subject only to the
exceptions  set  forth  in  Sections  15.02  and  43.01  hereof.

TIDY  CONDITION  OF  LEASED  PREMISES
-------------------------------------

15.04     The  Tenant  agrees  to leave the Leased Premises in a reasonably tidy
condition  at the end of each Business Day for the purpose of the performance of
the  Landlord's  cleaning  services.

OCCUPATION  OF  LEASED  PREMISES
--------------------------------

16.01     The Tenant shall not permit any part of the Leased Premises to be used
or occupied by any persons other than the Tenant, any subtenants permitted under
Sections  16.02  and  16.03,  and  the  employees  of the Tenant and of any such
permitted subtenant, and shall not permit any part of the Leased Premises. to be
used  or occupied by any licensee or concessionaire, or permit any persons to be
upon  the  Leased Premises other than the Tenant, such permitted subtenants, and
their  respective  employees,  customers  and others having lawful business with
them.

ASSIGNMENT,  SUBLETTING,  PARTING  WITH  POSSESSION
---------------------------------------------------

16.02     The  Tenant  shall  not  assign  this  Lease  nor sublet nor part with
possession  of  all  or  part  of  the Leased Premises without the prior written
consent  of  the  Landlord,  which  consent  shall not be unreasonably withheld;
provided  however,  such leave to any assignment or subletting shall not relieve
the  Tenant  from  its  obligations for the payment of Rent and for the full and
faithful  observance  and  performance  of  the  covenants, terms and conditions
herein  contained  during  the  Term  and  any  Renewal  Term.

LANDLORD'S  RIGHTS
------------------

16.03     Provided  further and notwithstanding anything hereinbefore set forth:

     (a)  If at any time of any proposed assignment or subletting, and from time
          to  time,  the  Tenant  proposes to assign this Lease or sublet all or
          part  of  the Leased Premises, the Tenant shall send to the Landlord a
          notice  in  writing setting forth the name and address of the proposed
          assignee  or  subtenant  and  such information as to the nature of its


                                       12
<PAGE>
          business and its financial responsibility and standing as the Landlord
          may  reasonably  require,  and  all  the  terms  and conditions of the
          proposed  assignment  or  sublease.  Within fifteen (15) days from the
          submission  of  such  notice  of  the Tenant the Landlord may elect to
          terminate  this Lease by giving to the Tenant a notice of intention to
          do  so,  fixing  a  date  of termination not sooner than. the date the
          subtenant  or  assignee proposes to occupy the Leased Premises and the
          Tenant  shall  deliver  up vacant possession of the Leased Premises on
          such date of termination and the Lease shall terminate and adjustments
          shall  be  made  in Rent, Taxes and other charges payable by any party
          under  this  Lease.  If the Landlord fails -to elect to terminate this
          Lease  pursuant  to  the  foregoing, the provisions of Sections 16.02,
          16.03(d)  and  16.03(e)  shall apply to such assignment or subletting.

     (b)  A  notice  by  the Tenant to the Landlord pursuant to Section 16.03(a)
          may be withdrawn by the Tenant at any time prior to the earlier of the
          proposed  effective  date  specified  therein and the day which is ten
          days  after  the  date  of  the  Landlord's notice responding thereto.

     (c)  The  Tenant  shall have the right without the consent of the Landlord,
          to  assign  this Lease to a company incorporated or to be incorporated
          by  the  Tenant provided that the Tenant owns or beneficially controls
          all  the  issued and outstanding shares in the capital of the company.
          Such  assignment  shall,  however,  not  relieve  the  Tenant from its
          obligations  for  the  payment  of  rent and for the full and faithful
          observance  and  performance  of  the  covenants, terms and conditions
          herein  contained.

     (d)  Any  document  or  consent evidencing an assignment of this Lease or a
          subletting  of  all  or part of the Leased Premises if consented to by
          the  Landlord  shall be prepared by the Landlord or its solicitors and
          all  legal  costs  with  respect  thereto  together with the amount of
          $250.00  on  account  of  the Landlord's administrative costs shall be
          paid by the Tenant to the Landlord forthwith upon demand as additional
          rent.  Any  consent  by  the  Landlord  shall be subject to the Tenant
          causing  such  assignee  or sublessee to promptly execute an agreement
          directly  with  the Landlord agreeing to be bound by all of the terms,
          covenants  and  conditions contained In this Lease as if such assignee
          or  sublessee  had  originally  executed  this  Lease  as  Tenant.

     (e)  Any  assignment  or  purported  assignment  of  this  Lease (except in
          accordance  with  Section  16.03  (c)),  subletting  or  licensing, or
          purported  subletting  or  licensing  of  all  or  part  of the Leased
          Premises  without  the  Landlord's  written consent as herein provided
          shall  be  null  and  void.

TRANSFER  OF  SHARES  OF  TENANT
--------------------------------

16.04     If  the  Tenant  is  a  corporation  or if this Lease is assigned to a
corporation, and if at any time during the Term any part or all of the corporate
shares  or  voting  rights  of  shareholders  shall  be  transferred  by  sale,


                                       13
<PAGE>
assignment,  bequest, inheritance, trust, operation of law or other disposition,
or  treasury shares be issued so as to result in a change in the control of said
corporation  by  reason  of ownership of greater than fifty percent (50%) of the
voting shares of the corporation or otherwise, such a change of control shall be
deemed  to  be an assignment of this tease and the Tenant shall forthwith notify
the  Landlord in writing of such change and the Landlord shall have the right to
terminate  this  Lease and the Term, at any time after such change of control by
giving  the  Tenant  sixty  (60)  days prior written notice of such termination.

TENANT'S  RECORDS  OF  SHAREHOLDINGS
------------------------------------

16.05     The  Tenant shall, upon request of the Landlord, make available to the
Landlord  from  time  to  time  for inspection or copying or both, all books and
records of the Tenant which, alone or with other data, show the applicability or
inapplicability  of  Section 16.04. If any shareholder of the Tenant shall, upon
request  of  the  Landlord,  fail  or refuse to furnish to the Landlord any data
verified  by  the  affidavit of such shareholder or other credible person, which
data,  alone or with other data show the applicability of Section 16.04 then the
Landlord  may  terminate  this  Lease  on  sixty  (60)  days  written  notice.

RULES  AND  REGULATIONS
-----------------------

17.01     The  Tenant  and  the  Tenant's employees and all persons visiting and
doing  business  with  the  Tenant  in the Leased Premises shall be bound by and
shall observe the Rules and Regulations attached to this Lease as Schedule 3 and
any  further  and  other  reasonable rules and regulations made hereafter by the
Landlord  relating  to the Building or to the Leased Premises 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.

CHANGES  TO  RULES  AND-REGULATIONS
-----------------------------------

17.02     The  Landlord  shall  have  the  right  to make such other and further
reasonable  rules  and  regulations as in its judgement may from time to time be
needed for the safety, security, care and cleanliness of the Building or Harbour
Centre  and  for  the  preservation of good order therein, and the same shall be
kept  and  observed  by  the  Tenant,  its  employees  and  invitees.

USE  OF  LEASED  PREMISE
------------------------

18.01     The  Leased Premises shall not be used other than for the purposes set
out  in  Section  7  of Schedule 2 and only for such purposes as comply with the
terms  of  this  Lease  and  all  applicable laws, by-laws, regulations or other
governmental  ordinances from time to time in existence and the Tenant shall not
carry  on  or permit to be carried on in the Leased Premises any retail trade or
business.

INCREASE  IN  INSURANCE  PREMIUMS
---------------------------------

18.02     The  Tenant  agrees that it will not keep, use, sell or offer for sale
in  or  upon  the  Leased  Premises  any  article  that may be prohibited by any
insurance  policy in force from time to time covering the Building. In the event
that  the  Tenant's  occupancy  or  conduct  of  business  in,  or on the Leased
Premises,  whether or not the Landlord has consented to the same, results in any
increase in premiums for the insurance carried from time to time by the Landlord


                                       14
<PAGE>
in  respect  of the Building, the Tenant shall pay any such increase in premiums
as additional rent within ten (10) days after bills for such additional premiums
shall be rendered by the Landlord. In determining whether increased premiums are
a  result  of  the  Tenant's  use or occupancy of the Leased Premises a schedule
issued  by  the  person computing the insurance rate on the Building showing the
various  components  of  such  rate  shall be conclusive evidence of the several
items and charges which make up such rate- The Tenant shall promptly comply with
all  reasonable requirements of the insurance authority or of any insurer now or
hereafter  in  effect  relating  to  the  Leased  Premises.

TENANT'S  INSURANCE
-------------------

19.01
     (a)  The  Tenant  shall  during  any  rent  free period and the entire Term
          hereof,  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)  Insurance  upon  property  of every description and kind owned by
               the  Tenant  or  for  which  the  Tenant  is  legally  liable, or
               Installed  by  or  on  behalf of the Tenant (and which is located
               within  the  Building),  including  without limitation furniture,
               fittings,  installations,  alterations,  additions,  partitions,
               fixtures  and  anything in the nature of a leasehold improvement,
               in  an  amount  not  less  than  ninety percent (90%) of the full
               replacement  cost  thereof,  with  coverage against at least, the
               perils of fire and standard extended coverage including sprinkler
               leakages  (where applicable), earthquake., flood and collapse. If
               there  is  a  dispute  as  to  the  amount  that  comprises  full
               replacement  cost, the decision of the Landlord or the mortgagees
               of  the  Landlord  shall  be  conclusive;

          (ii) Business  interruption insurance in such amount as will reimburse
               the  Tenant  for direct or indirect loss of earnings attributable
               to  all  perils  commonly  insured  against by prudent tenants or
               attributable to prevention of access to the Leased Premises or to
               the  Building  as  a  result  of  such  perils;

         (iii) Public  liability  and  property  damage  insurance  including
               personal  injury  liability,  contractual  liability,  non-owned
               automobile  liability  and  owners'  and  contractors' protective
               insurance  coverage  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 and shall not exclude
               water  damage.  Such policies shall be written on a comprehensive
               basis  with  limits  of  not  less  than $5,000,000.00 for bodily
               injury  to  any one or more persons, or property damage, and such


                                       15
<PAGE>
               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;

          (iv) Tenant's  legal liability insurance for the full replacement cost
               of  the  Leased Premises, such coverage to include the activities
               and  operations  conducted by the Tenant and any other persons on
               the  Leased  Premises;  and

          (v)  Any  other  form  or  forms  of  insurance  as  the Tenant or the
               Landlord or the mortgagees of the Landlord may reasonably require
               from  time  to  time  in form, in amounts and for insurance risks
               against  which  a  prudent  tenant  would  protect  itself.

     (b)  All  policies  required to be written on behalf of the Tenant pursuant
          to  subsections 19.01(a)(i) and 19.01(a)(ii) shall contain a waiver of
          any  subrogation  rights  which the Tenant's insurers may have against
          the  Landlord  and  against  those  for  whom the Landlord is, in law,
          responsible, whether any such damage is caused by the act, omission or
          negligence  of  the  Landlord or by those for whom the Landlord is, in
          law,  responsible.

     (c)  All  policies  shall  be  taken  out  with  insurers acceptable to the
          Landlord and in a form satisfactory from time to time to the Landlord.
          The  Tenant  agrees  that certificates of insurance or, if required by
          the  Landlord  or  the mortgagees of the Landlord, certified copies of
          each  such  insurance policy and evidence of all renewals thereof will
          be  delivered to the Landlord as soon as practicable after the placing
          or  renewing  of the required insurance. All policies shall contain an
          undertaking  by the insurers to notify the Landlord and the mortgagees
          of the Landlord in writing not less than thirty (30) days prior to any
          material  change,  cancellation  or  other  termination  thereof.

     (d)  The  Tenant  covenants  and  agrees  that  in  the  event of damage or
          destruction  to  the  leasehold  improvements  in  the Leased Premises
          covered  by  insurance required to be taken out by the Tenant pursuant
          to  subsection  19.01(a)(i),  the Tenant will use the proceeds of such
          insurance  for  the  purposes of repairing or restoring such leasehold
          improvements. In the event of damage to or destruction of the Building
          entitling  the  Landlord  to terminate this Lease pursuant to Sections
          46.02  or  46.03  hereof,  then, if the Leased Premises have also been
          damaged,  the  Tenant  will  pay  to the Landlord all of its insurance
          proceeds  relating  to  the  leasehold  improvements  in  the.  Leased
          Premises  and if the Leased Premises have not been damaged, the Tenant
          will  deliver  to  the  Landlord, in accordance with the provisions of
          this  Lease,  the  leasehold  improvements  and  the  Leased Premises.

CANCELLATION  OF  INSURANCE
---------------------------

20.01     If  any  insurance  policy  upon  the  Building  or  any part thereof,
including  without limitation, the insurance referred to in Section 45.01, shall
be  cancelled  or  shall  be  threatened  by  the insurer to be cancelled or the
coverage  thereunder is reduced in any way by reason of the use or occupation of
the  Leased  Premises  or  any  part thereof by the Tenant or by any assignee or


                                       16
<PAGE>
subtenant  of  the  Tenant  or  by anyone permitted by the Tenant to be upon the
Leased Premises, the Landlord may, at its option, enter upon the Leased Premises
and  attempt  to  remedy such condition and the Tenant shall upon demand pay the
cost  thereof to the Landlord as additional rent. In the event that the Landlord
is  unable  to  remedy  such  condition  or elects not to attempt to remedy such
condition, the Landlord may re-enter the Leased Premises forthwith and thereupon
the  provisions  of  Section  52.01  hereof  shall  apply,  notwithstanding  the
provisions  of  Section  49.01  hereof. The Landlord shall not be liable for any
damage  or  injury  caused to any property of the Tenant or of others located on
the  Leased  Premises  as  a  result  of  such  entry.

OBSERVANCE  OF  LAW
-------------------

21.01     The  Tenant  shall comply with all provisions of law including without
limitation, federal and provincial legislative enactments, building by-laws, and
any  other  governmental  or  municipal  regulations  which  relate  to  the
partitioning,  equipment,  operation  and use of the Leased Premises, and to the
making  of  any  repairs,  replacements,  alterations,  additions,  changes,
substitutions or improvements of or to the Leased Premises. And the Tenant shall
comply  with  all  police, fire and sanitary regulations imposed by any federal,
provincial  or  municipal  authorities,  or  made by insurance underwriters, and
shall  observe  and  obey  all  governmental and municipal regulations and other
requirements  governing  the  conduct  of  any  business conducted in the Leased
Premises.  Notwithstanding  the  foregoing  it  shall  be  the  Landlord's
responsibility  to  comply  with  federal and provincial legislative enactments,
building  by-laws  and  any  other  governmental  or municipal regulations which
relate  to  the  Building  insofar  as  they may require changes of a structural
nature  in  the  Building,  provided nevertheless that such changes shall be the
responsibility  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  tile)  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.

WASTE  AND  NUISANCE
--------------------

22.01     The Tenant shall not do or suffer any waste or damage or disfiguration
or injury to the Leased Premises or the fixtures and equipment thereof and shall
not place therein any safe, heavy business machinery, computers, data processing
machines,  or  other heavy things without first obtaining the consent in writing
of  the Landlord and, if requested by the Landlord, by the Landlord's Architect,
and  shall  not use or permit to be used any part of the Leased Premises for any
dangerous, noxious or offensive trade or business, and shall not cause or permit
any  nuisance  in,  at,  on  or  from  the  Leased  Premises.

ENTRY  BY  LANDLORD
-------------------

23.01     The  Tenant shall permit the Landlord, its servants or agents to enter
upon  the  Leased  Premises at any reasonable time and from time to time for the
purpose  of inspecting and of making repairs, alterations or improvements to the
Leased  Premises  or to the Building, 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), and the Tenant shall not be entitled to compensation
for  any inconvenience, nuisance or discomfort occasioned thereby. The Landlord,
its  servants  or  agents  may  at any time and from time to time enter upon the


                                       17
<PAGE>
Leased  Premises for the purposes provided for in Section 20.01 hereof, and such
entry  by  the  Landlord  shall not be or be deemed to be re-entry. The Landlord
shall  have the right to enter the Leased Premises in order to check, calibrate,
adjust  and  balance  controls  and  other parts of the heating, ventilation and
climate  control  system  during  Normal  Business Hours upon reasonable notice.
Provided that the Landlord shall proceed under this Section 23.01 in such manner
as  to  minimize  interference with the Tenant's use and enjoyment of the Leased
Premises.  Entry  by  the Landlord upon the Leased Premises or any part or parts
thereof  from  time  to  time  pursuant to this Section 23.01 shall not be or be
deemed  to  be  a  re-entry.

INDEMNIFICATION  OF  LANDLORD
-----------------------------

24.01     The  Tenant shall indemnify the Landlord and save it harmless from and
against  any  and  all  loss  (including  loss  of rentals payable by the Tenant
pursuant  to  this  Lease),  claims,  actions, damages, liability and expense in
connection with loss of life, personal injury or damage to property arising from
any  occurrence  in,  upon or at the Leased Premises, or the occupancy or use by
the  Tenant  of the Leased Premises or any part thereof, or occasioned wholly or
in  part  by  any  act  or  omission  of  the  Tenant,  its agents, contractors,
employees,  servants,  licensees,  concessionaires  or  invitees  or  by  anyone
permitted  to  be  on  the  Leased  Premises by the Tenant. In case the Landlord
shall, without fault on its part, be made a party to any litigation commenced by
or  against  the  Tenant,  then  the  Tenant shall protect and hold the Landlord
harmless and shall pay all costs, expenses and reasonable legal fees incurred or
paid  by  the  Landlord  in  connection  with  such  litigation.

EXHIBITING  PREMISES
--------------------

25.01     The  Tenant  shall  permit  the landlord and its agents to exhibit the
Leased  Premises to prospective tenants during Normal Business Hours of the last
six  (6)  months  of the Term and to exhibit the Leased Premises at any time for
the  purposes of the Landlord's own financing and refinancing and to exhibit the
Leased  Premises  to any prospective purchaser of the Landlord's interest in the
Building.

ALTERATIONS  BY  TENANT
-----------------------

26.01     The  Tenant  will  not  make,  install  or  erect  in or to the Leased
Premises  any  installations,  alterations,  additions,  or  partitions  without
submitting  the  drawings  and  specifications  therefor  to  the  Landlord  and
obtaining  the  Landlord's prior written consent in each instance, which consent
shall  not be unreasonably withheld. The Tenant must obtain the Landlord's prior
written  consent  to  any  change  or changes in such drawings or specifications
submitted  as  aforesaid  and  shall  pay the cost to the Landlord of having its
architects  examine such changes prior to proceeding with any work based on such
drawings  or specifications. Such work shall be performed by contractors engaged
by  the  Tenant  under  written contract approved in writing by the Landlord and
subject  to  all  reasonable  conditions  which  the Landlord may impose but the
Landlord  may  at  its option require that the Landlord's contractors be engaged
for  any  mechanical or electrical work or other leasehold improvement. Any work
performed  by  or  for  the Tenant shall be performed by competent workmen whose
labour union affiliations are not incompatible with those of any workmen who may
be  employed  in  the  Building  or  in  Harbour  Centre  by  the  Landlord, its
contractors  or  subcontractors.  The  Tenant  shall  submit  to  the Landlord's
supervision over construction and promptly pay to the Landlord's or the Tenant's
subcontractors as the case maybe, when due, the cost of all such work and of all
materials,  labour  and  services  involved therein , and of all decorations and


                                       18
<PAGE>
changes  in  the  Building, its equipment or services, necessitated thereby. The
Tenant  covenants  that  the  Tenant  will not suffer or permit any Builders' or
other liens for work, labour, services or materials ordered by the Tenant or for
the  cost  of  which  the  Tenant may be In any way obligated or any conditional
sales agreements or chattel mortgages to attach to the Leased Premises or to the
Building or any part thereof and that whenever and so often as any such liens or
claims  therefor  or  conditional  sales agreements or notice thereof or chattel
mortgages  shall be filed or registered the Tenant shall within twenty (20) days
after  the Tenant has notice thereof procure the discharge thereof by payment or
by giving security or in such other manner as is or may be required or permitted
by  law.  The  Tenant  shall  allow  the Landlord to post and keep posted on the
Leased  Premises  any  notice  which  the  Landlord  may  wish to post under the
provisions  of  the  Builders'  Lien Act R.S.B.C. 1979 c. 40) or any legislation
which  may  amend  or  replace  such  Act or any similar legislation. The Tenant
shall,  at  its  own  cost  and  expense,  take out or cause to be taken out any
additional  insurance  reasonably  required  by  the  Landlord  to  protect  the
Landlord's and the Tenant's interest during the period of alteration. The Tenant
shall  be  responsible  to  obtain  and  pay  for any building permits and other
permits.

ALTERATION  OF  BUILDING
------------------------

26.02     The  Landlord  hereby  reserves the right at any time and from time to
time  to  make  changes in, additions to, subtractions from or rearrangements of
the Building including without limitation, all improvements at any time thereon,
all  entrances  thereto  and exits therefrom, and to grant, modify and terminate
easements  or  other  agreements pertaining to the use and maintenance of all or
parts  of  the  Building.

ALTERNATIONS  OF  PIPES,  CONDUITS,  ETC.
-----------------------------------------

26.03     The Landlord shall have the right to use and make changes or additions
to  the  pipes, wires, conduits and ducts in the Leased Premises where necessary
to  serve  other  premises in the Building but not in any way so as to interfere
materially  with  the  use  and  enjoyment of the Leased Premises so caused. The
Tenant  shall  not  unduly obstruct such pipes, conduits and ducts in the Leased
Premises  so  as  to  prevent  reasonable  access  thereto.

ALTERATION  OF  LEASED  PREMISES
--------------------------------

26.04     Prior  to the Commencement Date the Landlord may alter or relocate the
Leased  Premises  to  the  extent found necessary by the Landlord to accommodate
changes  in  construction  design  or facilities including major alterations and
relocations but provided always that the Leased Premises as altered or relocated
shall  be  in all material respects comparable to the Leased Premises as defined
herein.


                                       19
<PAGE>
REPLACEMENT  OF  GLASS
----------------------

27.01     The  Tenant  shall  pay the cost of replacement of any glass broken on
the  Leased Premises including outside windows and doors of the perimeter of the
Leased  Premises  (including perimeter windows in the exterior walls) during the
continuance  of  this  Lease,  with  as good quality and size and in the case of
perimeter windows, with glass of the same type and colour unless the glass shall
be  broken  by  the  Landlord,  its servants, employees or agents on its behalf.

SIGNS  AND  ADVERTISING
-----------------------

28.01     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  signs  for  tenants  to  be  placed  on  the  outside of the
entrance-way 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.

NAME  OF  BUILDING
------------------

29.01     The Tenant shall not refer to the Building by any name other than that
designated  from  time to time by the Landlord nor use such name for any purpose
other  than that of the business address of the Tenant, provided that the Tenant
may  use the municipal number of the Building assigned to it instead of the name
of  the  Building.

SUBORDINATION  AND  ATTORNMENT
------------------------------

30.01     This  Lease  is and shall be subject, 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 charge or affect the
Lands  and  to  all  renewals,  modifications,  consolidations, replacements and
extensions  of  such  mortgages,  to  the  intent that, without execution of any
document  other than this Lease, such mortgages and all renewals, modifications,
consolidations,  replacements  and  extensions thereof shall have. priority over
this  Lease  notwithstanding  the  respective dates of execution or registration
thereof  and  notwithstanding  the provisions of this Section 30.01 that follow.
Without  limiting  the generality of the foregoing, the Tenant agrees to execute
promptly  any  document  in confirmation of such subordination, postponement and
priority  which  the  Landlord  may  request  and  the Tenant hereby irrevocably
constitutes  the Landlord the agent or attorney of the Tenant for the purpose of
executing  any such document and of making application in the name of the Tenant
at  any  time  and  from time to time to register postponements of this Lease in
favour  of  any  such  mortgage  or  any  renewal,  modification, consolidation,
replacement  or  extension  of  any  such  mortgage  In  order to give effect to
the-foregoing  provision of this Section 30.01. In the event of any mortgagee of
the  Landlord  going  into  possession  of the Lands or the Building, the Tenant
shall  attorn  to  and  become  the  Tenant  of  such  mortgagee.


                                       20
<PAGE>
ACCEPTANCE  OF  PREMISES
------------------------

31.01     The  Tenant shall examine the Leased Premises before taking possession
hereunder  and unless the Tenant furnishes the Landlord with a notice in writing
specifying  any  defect  in the construction of the Leased Premises or otherwise
within  ten  (10)  days  after  such  taking of possession then the Tenant shall
conclusively  be  deemed  to have examined the Leased Premises and to have found
them in order, and such taking of possession without giving the notice aforesaid
within  such ten (10) days shall be conclusive evidence that at the Commencement
Date  the Leased Premises were in good order and satisfactory condition, subject
only  to  latent  defects,  if  any. The Tenant agrees that there is no promise,
representation  or  undertaking  by or binding upon the Landlord with respect to
any  alteration,  remodeling  or redecoration of or installation of equipment or
fixtures in the Leased Premises, except such, if any, as are expressly set forth
in  this  Lease.

CERTIFICATES
------------

32.01     The  Tenant agrees that it will at any time and from time to time upon
not  less  than ten (10) 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.

QUIET  ENJOYMENT
----------------

33.01     The  Landlord  covenants  with the Tenant for quiet enjoyment provided
the  Tenant  is
not  in  default  under  this  Lease.

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

34.01     The  Landlord  further  covenants  with  the  Tenant  as  follows:

TAXES  AND  RATES  PAYABLE  BY  LANDLORD
----------------------------------------

35.01     The  Landlord  shall  pay  all  Taxes  including  without limiting the
generality  of  the  foregoing,  water  rates  with respect to the Lands and the
Building,  except  such  as  the  Tenant  has  herein  covenanted  to  pay.

CLIMATE  CONTROL  BY  LANDLORD
------------------------------

36.01     The  Landlord  shall  provide  climate  control to the Leased Premises
during  Normal Business Hours to maintain a temperature adequate for comfortable
occupancy,  except during the making of repairs, alterations or improvements and
provided that the Landlord shall further have no responsibility or liability for
failure  to  supply  climate  control  service when stopped as aforesaid or when
prevented from so doing by strikes or any cause beyond the Landlord's reasonable
control.  Any  changes  or  alterations in the system or ducts through which the
climate  control  system  operates  required  because  of  any use of the Leased
Premises  not  in  accordance  with  the  design  standards  or  arrangements of
partitioning  prescribed by the Landlord, if such changes can be accommodated by


                                       21
<PAGE>
the  Landlord's  equipment,  shall be made by the Tenant at its cost and expense
but  only  with the written consent of the Landlord first had and obtained, such
consent  not  to  be  unreasonably withheld, and in accordance with drawings and
specifications  and  by  a contractor first approved in writing by the Landlord,
such  approval  not  to be unreasonably withheld. If installation of partitions,
equipment  or fixtures by the Tenant necessitates the rebalancing of the climate
control  equipment  in  the  Leased  Premises  the same will be performed by the
Landlord  at the Tenant's expense. The Tenant acknowledges that one (1) year may
be  required after the Tenant has fully occupied the Leased Premises in order to
adjust  and  balance  the  climate  control  systems.

ENERGY  CONSERVATION  BY  TENANT
--------------------------------

36.02     The  Tenant  covenants  with  the  Landlord:

     (a)  to  cooperate  with  the  Landlord In the conservation of ail forms of
          energy  in  the  Building,  including  without  limitation  the Leased
          Premises;

     (b)  to  comply  with all laws, by-laws, regulations and orders relating to
          the  conservation  of  energy and affecting the Leased Premises or the
          Building;

     (c)  at its own cost and expense to comply with all reasonable requests and
          demands  of the Landlord made with a view to such energy conservation;
          and

     (d)  that  any and ail costs and expenses and any capital improvements paid
          or  incurred  by  the  Landlord  in complying with such laws, by-laws,
          regulations  and  orders,  so  far  as  the  same  shall  apply  to or
          reasonably  be  apportioned  to the Building by the Landlord, shall be
          included  in  the  Landlord's  costs  and  expenses of maintaining and
          operating  the  Building  for  the  purposes  of  Section  11.01.

The  Landlord  shall not be liable to the Tenant in any way for any loss, costs,
damages  or expenses whether direct or consequential, paid, suffered or incurred
by  the  Tenant  as  a  result  of any reduction in the services provided by the
Landlord  to  the  Tenant  or  to  the  Building  as  a result of the Landlord's
compliance  with  such  laws,  by-laws,  regulations  or  orders.

ELEVATOR  SERVICE
-----------------

37.01     Subject to the Rules and Regulations referred to in Section 17.01, the
Landlord  shall  furnish  elevator  service  during Normal Business Hours to the
Tenant and its employees and those doing business with the Tenant in common with
others  except  when  repairs  are being made, provided that the Tenant and such
employees  and  all  other persons using the same shall do so at their own risk.

ELEVATOR  SERVICE  INTERRUPTIONS
--------------------------------

38.01     There shah be no liability on the Landlord for any claim in respect of
any failure by the Landlord to provide elevator service during any power failure
or  other  cause beyond the control of the Landlord or by reason of the carrying
out  of any repair, maintenance or replacement of elevators, nor shall there be,
consequent  upon  the  foregoing,  any  repayment  of  or  reduction in the rent
reserved  hereby.


                                       22
<PAGE>
JANITORIAL  SERVICES
--------------------

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

WATER  AND  ELECTRICITY
-----------------------

40.01     The  Landlord  shall  make  available  hot  and  cold  water  and,  if
available,  chilled  water  in  reasonable  quantity  and  shall  make available
electricity in normal quantity provided that, if the Tenant's equipment requires
utilities in excess of normal quantities, facilities to supply excess quantities
may be provided by the Landlord at the sole expense of the Tenant subject to the
following  conditions  and  provided  that:

     (a)  the  Landlord's  Architect shall determine that such excess facilities
          are  so  required  by  the  Tenant's  equipment;

     (b)  it  is  within  the  capabilities  of  the  Landlord  and the existing
          structure  to  provide  such  excess  utilities;

     (c)  the  landlord  shall  have  the right to refuse to supply in the event
          that  the  supplying  of additional facilities shall In any way affect
          the operation of, the aesthetics of or structure of the Building or in
          any  way reduce the efficiency of existing electricity, water or other
          utility  supplied  to  the  Building  or  any  part  thereof;

     (d)  the  supplying  of additional facilities in order to make the required
          utilities  available to the Tenant shall be subject to compliance with
          all  provisions  of  law  including,  without limitation, federal arid
          provincial  legislative  enactments,  building  by-laws  and  other
          governmental or municipal regulations which shall in any way relate to
          the  work necessary to be undertaken to make said utilities available;
          and

     (e)  the  Tenant  shall pay to the Landlord, as additional rental from time
          to time upon demand a charge as determined by the Landlord's Architect
          for  the  supply  of  chilled  water  to  the  Leased  Premises.

REPAIR  AND  MAINTENANCE
------------------------

41.01     Subject  to the other provisions of this Lease imposing obligations in
this  respect  upon  the Tenant, 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, janitor and equipment


                                       23
<PAGE>
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  with  reasonable
dispatch, in a good and workmanlike manner, but the Landlord shall not be liable
for  any  damages,  direct,  or  indirect  or  consequential, or for damages for
personal  discomfort,  illness  or  inconvenience of the Tenant, or the Tenant's
servants,  clerks,  employees, invitees or other persons by reason of failure of
such equipment, facilities or systems or reasonable delays in the performance of
such  repairs, replacements and maintenance, unless caused by the deliberate act
or  omission,  or  the  negligence  of  the  Landlord,  its  servants, agents or
employees.

TRADE  FIXTURES
---------------

42.01     The  Tenant  may install Its usual trade fixtures in the usual manner,
provided  such installation does not damage the structure of the Leased Premises
or  the  Building  and  provided  further  that  the Tenant shall have submitted
detailed  plans  and  specifications for such trade fixtures to the Landlord and
obtained  its  prior  written  consent  thereto  which  consent  shall  not  be
unreasonably  withheld.  Only  new and unused trade fixtures may be installed by
the  Tenant. The Tenant will not sell, dispose of or remove any of its fixtures,
goods or chattels from or out of the Leased Premises during the Term without the
consent  of  the Landlord, unless the Tenant is substituting new fixtures, goods
or  chattels  of  equal or greater value or is bona fide disposing of individual
items  which  have  become excess for the Tenant's purposes; and the Tenant will
not  permit its fixtures, goods and chattels (or any of them.) to become subject
to  any  lien,  mortgage,  charge  or  encumbrance.

REMOVAL  OF  TRADE  FIXTURES
----------------------------

42.02     All  trade  fixtures  installed  by  the Tenant in the Leased Premises
shall  remain  the property of the Tenant and shall be removed at the expiration
of  the  Term,  or other termination thereof, provided the Tenant shall promptly
repair,  at  its  expense,  any damage to the Leased Premises caused by any such
removal,  and  provided  further,  that  the Tenant shall not at such time be in
default under any covenant or agreement contained herein; and if in default, the
landlord  shall  have  a lien on such fixtures and apparatus as security against
loss  or  damage resulting from any such default by the Tenant and said fixtures
and  apparatus  shall  not be removed by the Tenant until such default is cured,
unless  otherwise  directed by the Landlord.  Trade fixtures include but are not
limited  to  the  three (3) NC water cooled units located in the leased premises
and  bearing  the  serial  numbers:  93070157,  990010117  and  99010137.


FIXTURES
--------

43.01     Provided  further,  any  or all installations, alterations, additions,
partitions  and  fixtures  other  than  trade  fixtures  in  or  upon the Leased
Premises,  whether  placed  there  by  the  Tenant or the Landlord or a previous
occupant  of the Leased Premises, shall, immediately upon such placement, become
and  shall  thereafter  remain the property of the Landlord without compensation
therefor  to the Tenant. Notwithstanding anything herein contained, the Landlord
shall  be  under  no  obligation  to  repair,  maintain,  replace or insure such
installations,  alterations,  additions,  partitions and fixtures or anything in
the  nature  of a leasehold improvement made or installed by or on behalf of the


                                       24
<PAGE>
Tenant  or  a  previous  occupant of the Leased Premises. The Landlord may elect
that  any  or  all installations made or installed by or on behalf of the Tenant
hereunder  or  under the provisions of any previous lease of the Leased Premises
to  the Tenant to whom this Lease is granted be removed at the expiry or earlier
termination  of  the  Term and it shall be the Tenant's obligation to restore at
its  expense  the Leased Premises to the condition they were in previous to such
alterations,  installations,  partitions  and  fixtures.

TIME  FOR  REPAIR  BY  LANDLORD
-------------------------------

44.01     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  climate  control  or 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
compensation  or  damages therefor, Should any of such equipment of the Building
or elevators become impaired, damaged or destroyed through the deliberate act or
omission, or the negligence of the Tenant or its employees or through it or them
making  use  of  or permitting others to make use of improper paper in the water
closets  or  in  any  other  manner  or way stopping up or injuring such climate
control  equipment, elevators, water pipes, drainage pipes, electric lighting or
other  equipment,  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  Section  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.

LANDLORD'S  INSURANCE
---------------------

45.01     The  Landlord  covenants  and  agrees that throughout the Term it will
insure  the  Building (excluding foundations and excavations) and the machinery,
boilers  and  equipment  contained  therein owned by the Landlord (excluding any
property with respect to which the Tenant or other tenants are obliged to insure
pursuant  to  the  provisions  of  Section  19.01  hereof  or  pursuant  to  the
corresponding  provisions of their respective leases) against damage by fire and
extended  perils  coverage  in  such reasonable amounts as would be carried by a
prudent  owner  of  a  similar  property. The Landlord will also, throughout the
Term,  carry  public liability and property damage insurance with respect to the
operation of the Building in reasonable amounts as would be carried by a prudent
owner of a similar property. The Landlord may, but shall not be obliged to, take
out  and  carry  any other form or forms of insurance as it or the mortgagees of
the  Landlord  may  reasonably  determine  advisable.  Notwithstanding  any
contribution  by  the  Tenant  to  the  cost  of insurance premiums, as provided
herein,  the  Tenant  acknowledges  that it has no right to receive any proceeds
from  any  such  insurance  policies  carried  by  the  Landlord.

DAMAGE  -  ABATEMENT  OF  RENT
------------------------------

46.01     If the Leased Premises or Building are destroyed or damaged to such an
extent that the Leased Premises are totally unfit for occupancy or if reasonable
access  thereto  shall be impossible, Rent shall abate until the Leased Premises
are  repaired  or  rebuilt. If the Leased Premises are damaged and the damage is
such  that  the  Leased  Premises  can be partially used, then until such damage


                                       25
<PAGE>
shall  have been repaired, Rent shall abate while repairs are in progress by the
same  proportion as the area of the Leased Premises rendered unfit for occupancy
is  of  the  Tenant's Floor Area and if the damage or destruction arises from or
out  of  a  casualty  against  which the Landlord is fully insured, the Landlord
agrees  that  it  will,  with  reasonable  diligence, repair the leased Premises
unless  the  Tenant  is obliged to repair under the terms hereof, or unless this
Lease  is  terminated pursuant to the provisions of Sections 46.02 or 46.03. The
obligation  of  the Landlord to repair or rebuild pursuant to this Section 46.01
is  conditioned  upon  the  Landlord  obtaining  all necessary permits and other
approvals  of  authorities  required  for  such  repair  or  rebuilding.

DAMAGE  TO  LEASED  PREMISES  -  TERMINATION
--------------------------------------------

46.02     If  the  Leased  Premises  are  damaged  or  destroyed  by  any  cause
whatsoever  or  reasonable  access  thereto  shall be impossible, and if, in the
opinion  of  the  Landlord  reasonably arrived at, the Leased Premises cannot be
rebuilt or made fit for the purposes of the Tenant or reasonable access provided
(on  a  temporary  or  permanent basis) within ninety (90) days of the damage or
destruction,  the  Landlord, instead of rebuilding or making the Leased Premises
fit  for  the Tenant, or providing reasonable access may at its option terminate
this Lease by giving to the Tenant, within thirty (30) days after such damage or
destruction,  notice  of 'termination, and thereupon Rent and any other payments
for which the Tenant is liable under this lease shall be apportioned and paid to
the  date  of such damage and the Tenant shall immediately deliver up possession
of  the  Leased  Premises  to  the  Landlord.

DAMAGE  TO  BUILDING-TERMINATION
--------------------------------

46.03     Irrespective  of  whether the Leased Premises are damaged or destroyed
or  reasonable  access made impossible, in the event that fifty percent (50%) or
more  of  the  rentable  area  of  the  Building  or twenty percent (20%) of the
rentable  area  of  the  whole  of Harbour Centre is damaged or destroyed by any
cause  whatsoever, and if, in the opinion of the Landlord reasonably arrived at,
the  said  rentable area or areas cannot be rebuilt or made fit for the purposes
of  the  tenants  of  such space within one hundred and eighty (180) days of the
damage  or  destruction,  the Landlord may at its option terminate this Lease by
giving  to the Tenant, within thirty (30) days after such damage or destruction,
notice  of  termination requiring vacant possession of the Leased Premises sixty
(60) days after delivery of the notice of termination and thereupon Rent and any
other  payments  for  which  the  Tenant  is  liable  under  this Lease shall be
apportioned  and paid to the date on which vacant possession is required and the
Tenant  shall  deliver  up  possession of the Leased Premises to the Landlord in
accordance  with  such  notice  of  termination.

LOSS  AND  DAMAGE
-----------------

47.01     The  Landlord  shall  not  be  liable  or  responsible  in  any  way:

     (a)  for any death or injury arising from or out of any occurrence in, upon
          or  at  the Building or for damage to property of the Tenant or others
          located  on  the  Leased  Premises, nor shall it be responsible in the
          event of damage to any property of the Tenant or others from any cause


                                       26
<PAGE>
          whatsoever,  whether or not such damage, loss, injury or death results
          from the negligence of the Landlord, its agents, servants or employees
          or  others  for  whom  it  may  be  responsible.  Without limiting the
          generality  of the foregoing, the Landlord shall not be liable for any
          injury  or  damage  to  persons  or  property  resulting  from  fire,
          explosion, falling plaster, steam, gas, electricity, water, rain, snow
          or  leaks  from  any  part  of  the Leased Premises or from the pipes,
          appliances,  or  plumbing  works,  roof,  street, or subsurface of any
          floor  or  ceiling  or  from any other place or because of dampness or
          climatic  conditions or from any other cause of whatsoever nature. The
          Landlord  shall  not be liable for any damage whatsoever caused by any
          other tenant or persons in the Building, or by an occupant of adjacent
          property  thereto,  or  the  public,  or  construction of any private,
          public or quasi-public work. All property of the Tenant kept or stored
          on  the  Leased Premises shall be so kept or stored at the risk of the
          Tenant  only  and the Tenant shall indemnify the Landlord in the event
          of  any  claims  arising  out  of  damages  to the same, including any
          subrogation  claim  by  the  Tenant's  insurers;

     (b)  for  any  act or omission (including theft, malfeasance or negligence)
          on  the  part  of  any  agent,  contractor or person from time to time
          employed by it to perform janitor services or security services, in or
          about  the  Leased  Premises  or  the  Building;  or

     (c)  for  loss  or  damage however caused, to money, securities, negotiable
          instruments,  papers  or  other  valuables  of  or held by the Tenant.

DELAYS
------

48.01     Whenever  and  to  the  extent  that  the  Landlord shall be unable to
fulfil,  or  shall be delayed or restricted in the fulfillment of 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  governmental  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. and shall not be entitled to cancel
this  Lease.

DEFAULT
-------

49.01     If  and  whenever:

     (a)  the  Rent  hereby reserved, or any part thereof, is not paid when due,
          whether lawfully demanded or not, or there is non-payment of any other
          amounts  which  the  Tenant  is  obligated to pay under any provisions
          hereof, and such default shall continue after seven (7) days notice by
          the  Landlord  requiring  the  Tenant  to  rectify  the  same;  or


                                       27
<PAGE>
     (b)  the  Term  hereby  granted, or any goods, chattels or equipment of the
          Tenant, shall be taken or exigible in execution or in attachment or if
          a  writ  of  execution  shall  issue  against  the  Tenant;  or

     (c)  the  Tenant  or  the  Co-Covenantor, if any, shall become insolvent or
          commit  an act of bankruptcy or become bankrupt or take the benefit of
          any  Act  that  may  be  in force for bankrupt or insolvent debtors or
          become  involved in voluntary or involuntary winding-up proceedings or
          if  a  receiver shall be appointed for the business, property, affairs
          or  revenues  of  the  Tenant  or  the  Co-Covenantor,  if  any;  or

     (d)  the  Tenant  shall  make a bulk sale of its goods or move or commence,
          attempt  or  threaten to move its goods, chattels and equipment out of
          the Leased Premises (other than in the routine course of its business)
          or  shall  cease  to  conduct  business  from  the Leased Premises; or

     (e)  the  Tenant  shall not observe, perform and keep each and every of the
          covenants,  agreements, provisions, stipulations and conditions herein
          contained  to  be observed, performed and kept by the Tenant and shall
          persist in such failure after fifteen (15) days notice by the Landlord
          requiring  that the Tenant remedy, correct, desist or comply or in the
          case  of  any  such  breach  which  reasonably would require more than
          fifteen  (15)  days  to  rectify  unless  the  Tenant  shall  commence
          rectification  within  the  fifteen  day  notice period and thereafter
          promptly  and  diligently  and  continuously  proceed  with  the
          rectification  of  the  breach;  or

     (f)  the  Demised  Premises  shall  be vacated or remain unoccupied for ten
          (10)  days;

then  and  in  every case the then current and the next ensuing three (3) months
rent,  and  the  additional rental for the current year (to be reckoned at rates
estimated  by  the  Landlord acting reasonably) shall immediately become due and
payable  and  the  Landlord  may  re-enter  and  take  possession  of the Leased
Premises,  or  any  part  thereof  in  the  name  of  the whole, and have again,
repossess and enjoy the Leased Premises in its former estate, anything herein to
the  contrary  notwithstanding, as though the Tenant were holding over after the
expiration  of  the  Term,  and  the  Term shall, at the option of the Landlord,
forthwith  become  forfeited  and  determined  and  accelerated  Rent  shall  be
recoverable  by the Landlord as if it were rent in arrears, but the Tenant shall
remain  liable  under  this Lease.  If more than one person shall constitute the
Co-Covenantor, the word "Co-Covenantor", where used in this Section 49.01, shall
be  construed  as referring separately to each and every person constituting the
Co-Covenantor.

COSTS
-----

50.01     The  Tenant  shall  pay  as additional rent and indemnify the Landlord
against all .costs and charges lawfully and reasonably incurred, including legal
expenses  actually  incurred  in enforcing payment of Rent and all other charges
payable  by  the  Tenant  hereunder  and  in  obtaining possession of the Leased


                                       28
<PAGE>
Premises after default of the Tenant or upon expiration or earner termination of
this  Lease,  or in enforcing any covenant, provision or agreement of the Tenant
herein  contained.

DISTRESS
--------

51.01     The  Tenant  waives and renounces the benefit of any present or future
statute  taking away or limiting the Landlord's right of distress, and covenants
and  agrees that notwithstanding any such statute none of the goods and chattels
of the Tenant on the Leased premises at any time during the Term shall be exempt
from  levy  by  distress  for  rent  in  arrears.

RIGHT  OF  ENTRY
----------------

52.01     The  Tenant  further  covenants  and  agrees  that  on  the Landlord's
becoming  entitled  to  re-enter  upon  the  Leased  Premises  under  any of the
provisions  of  this  Lease the Landlord, in addition to all other rights, shall
have the right to enter the Leased Premises as the agent of the Tenant either by
force  or  otherwise,  without  being liable for any prosecution therefor and to
relet  the  Leased  Premises as the agent of the Tenant, 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 together with any
trade  fixtures  on  which  the Landlord has a lien pursuant to Section 42.02 at
public  or  private sale and either in bulk or by individual item without notice
and  to  apply the proceeds of such sale and any Rent derived from reletting the
Leased Premises, after deducting its costs of conducting such sale and its costs
of  reletting,  on account of the Rent under this Lease, and the Tenant shall be
liable  to  the  Landlord  for  the  deficiency,  if  any.

RIGHT  OF  TERMINATION
----------------------

53.01     The  Tenant  further  covenants  and  agrees  that  on  the Landlord's
becoming  entitled  to  re-enter  upon  the  Leased  Premises  under  any of the
provisions  of  this  Lease, the Landlord in addition to all other rights, shall
have  the  right to determine this Lease and the Term forthwith by giving notice
in  writing  to the Tenant and thereupon Rent shall be computed, apportioned and
paid  in  full  to  the  date of such determination of this Lease, and any other
payments  for  which the Tenant is liable under this Lease shall be paid and the
Tenant  shall  forthwith  deliver  up  possession  of the Leased Premises to the
Landlord  and  the  Landlord  may  re-enter  and  take  possession  of the same.

PAYMENT  OF  RENT  AND  PERFORMANCE  OF  COVENANTS
--------------------------------------------------

54.01     The Tenant shall pay to  the  Landlord in the manner specified herein,
without  any  deduction,  set-off or abatement, all Rent hereby reserved and all
amounts  which  are  collectible  by  the Landlord as rent, and in the event the
Tenant  shall  fail  to pay any such amount when due and payable hereunder, such
amount  shall bear interest payable by the Tenant as additional rent at the rate
of twenty-four-percent (24 /a) per annum from the date upon which the same . was
due until actual payment thereof. The Tenant shall observe and perform all terms
and  provisions of this Lease on its part to be observed and performed and shall
not  do  or suffer to be done anything contrary to any term or provision hereof.


                                       29
<PAGE>
ADDITIONAL  RIGHTS  AND  REMEDIES  OF  LANDLORD  ON  DEFAULT
------------------------------------------------------------

55.01     In addition to all rights and remedies of the Landlord available to it
in  the  event  of  any  default  hereunder  by  the  Tenant either by any other
provision  of  this  Lease  or  by  statute  or  the  general  law the Landlord:

     (a)  shall  have  the right at all times to remedy or attempt to remedy any
          default  of  the  Tenant  and in so doing may make any payments due or
          alleged  to  be  due by the Tenant to third parties and may enter upon
          the  Leased  Premises  to  do any work or other things therein, and in
          such  event  all  costs  and  expenses of the Landlord in remedying or
          attempting  to  remedy  such default shall be payable by the Tenant to
          the  Landlord  forthwith  upon  demand;  and

     (b)  shall  have  the  same  rights  and  remedies  in  the  event  of  any
          non-payment  by  the Tenant of any amounts payable by the Tenant under
          any  provision  of this Lease as in the case of a non-payment of Rent.

NON-WAIVER
----------

56.01     No  condoning, excusing or overlooking by the Landlord or any default,
breach  or  nonobservance  by  the Tenant at any time or times in respect of any
covenants,  provisos or conditions herein contained shall operate as a waiver of
the  Landlord's  rights  hereunder  in  respect  of any continuing or subsequent
default,  breach  or  non-observance or so as to defeat or affect in any way the
rights  of the Landlord in respect of any such .continuing or subsequent default
or  breach,  and no waiver shall be inferred from or implied by anything done or
omitted  by  the Landlord save only by express waiver in writing. All rights and
remedies  of  the  Landlord  contained in this Lease shall be cumulative and not
alternative.

OVERHOLDING  BY  TENANT
-----------------------

57.01     If  the  Tenant  continues  to  occupy  the  Leased Premises after the
expiration  of  this  Lease  with  or  without  the consent of the Landlord, and
without  any  further written agreement, the Tenant shall be a monthly tenant at
double  the  rent  herein  reserved pro rated in relation to the periods of time
during  which  the  Tenant  is  an  overholding  tenant,  and  on  the terms and
conditions  herein  set  out  except  as  to  length  of  tenancy.

DIRECTORY  BOARD
----------------

58.01     The  Tenant  shall  be  entitled  to  have  one  name  inserted in the
Directory Board of the Building, and the Landlord shall design the style of such
identification,  and  the Directory Board shall be located in an area designated
by  the  Landlord  in  the  main  lobby,

ACCRUAL  OF  RENT
-----------------

59.01     Rent  shall  be considered as annual and accruing from day to day, and
where  it  becomes  necessary  for  any  reason  to  calculate  such Rent for an
irregular  period  of  less  than  one  year  an  appropriate  apportionment and
adjustment  shall be made. Where the calculation of any additional rental is not
made  until after the termination of this Lease, the obligation of the Tenant to


                                       30
<PAGE>
pay  such additional rental shall survive the termination of this Lease and such
amounts  shall  be  payable  by  the  Tenant  upon  demand  by  the  Landlord.

SALE  BY  LANDLORD
------------------

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

NOTICE
------

61.01     Any notice,  request,  statement  or other  writing pursuant  to  this
Lease  shall  be deemed to have been given if sent by registered prepaid post as
follows:

     To the Landlord:

     Harbour Centre Complex Limited
     P.O. Box 12050 - 555 West Hastings Street
     Vancouver, British Columbia
     V6B 4N4

or  such other address as the Landlord shall notify the Tenant in writing at any
time  or  from  time  to  time;

     To The Tenant:

     at the Leased Premises, if delivered, or if
     sent by registered prepaid post at the address
     set out in Section 8 of Schedule 2;

and  such  notice  shall  be deemed to have been received by the Landlord or the
Tenant,  as  the case may be, on the second business day after the date on which
it  shall  have  been  so mailed except in the event of labour disputes or other
disruptions  affecting  postal  service  occurring  prior  to the deemed date of
receipt  thereof  In  which case notice will not be deemed to have been received
until  actually  received.

NOTICE  BY  DELIVERY
--------------------

61.02     Notice  shall also be sufficiently given if and when the same shall be
delivered,  in  the  case  of notice to Landlord, to an executive officer of the
Landlord,  and  In  the case of notice to the Tenant, to him personally or to an
executive  officer of the Tenant if the Tenant is a corporation. Such notice, if
delivered,  shall  be conclusively deemed to have been given and received at the
time of such delivery. If in this Lease two or more persons are named as Tenant,


                                       31
<PAGE>
or  are obligated to fulfil the obligations of the Tenant hereunder, such notice
shall  also  be  sufficiently  given  if  and  when  the same shall be delivered
personally to any one of such persons. Provided that either party may, by notice
to  the  other,  from  time to time designate another address in Canada to which
notices  mailed  more  than  ten  (10)  days  thereafter  shall  be  addressed.

LAWS  OF  PROVINCE  APPLY
-------------------------

62.01     This Lease shall be deemed to have been made in and shall be construed
in accordance with the laws of the Province of British Columbia. All matters and
disputes,  whether  sounding  in  contract  or in tort relating to the validity,
construction,  interpretation,  breach  or  enforcement  of  this Lease shall be
determined  before the courts of the Province of British Columbia and the Tenant
thereby  attorns  to  the  jurisdiction of the courts of the Province of British
Columbia  in  all  such  matters  and  disputes.

PAYMENT  IN  CANADIAN  FUNDS
----------------------------

63.01     The  rentals  reserved  hereunder and all other amounts required to be
paid  or  payable
under  the  provisions  of this Lease shall be paid in lawful money of Canada at
par  at  Vancouver,  British  Columbia.

LEASE  ENTIRE  AGREEMENT
------------------------

64.01     The  Tenant acknowledges that there are no covenants, representations,
warranties,  agreements  or  conditions  expressed  or  implied,  collateral  or
otherwise  forming  part of or in any way affecting or relating to this Lease or
the Leased Premises save as expressly set out in this Lease and that this Lease,
[ILLEGIBLE]  including  the  Schedules  attached  and the Rules and Regulations,
constitutes the entire agreement between the Landlord and the Tenant and may not
be  modified  except  as  herein  explicitly  provided  or  except by subsequent
agreement  in writing of equal formality hereto executed by the Landlord and the
Tenant.  Notwithstanding the foregoing the Tenant shall remain liable to pay for
those  improvements in the Leased Premises which, have been made by the Landlord
for  or  on  behalf  of the Tenant and which are in excess of the work otherwise
required  to  be done by the Landlord and the Landlord's fee for supervision and
overhead, as to all of which reference may be made to the Offer to Lease made by
the  Tenant  and  accepted by the Landlord to which the form of this Lease was a
Schedule.

BINDING  EFFECT
---------------

65.01     Subject  to  the provisions of this Lease respecting assignment by the
Tenant, this Lease shall inure to the benefit of and be binding upon the parties
hereto  and  their  respective  successors  and  assigns.

TIME  OF  THE  ESSENCE
----------------------

66.01     Time  shall  be  of  the  essence  in  all  respects  hereunder.


                                       32
<PAGE>
REGISTRATION
------------

67.01     The 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 or
any  other  statute in part material therewith that the Tenant will not register
or  record  this  Lease  against  the  title  to  the  Lands.

TERMINATION  UPON  REGISTRATION
-------------------------------

68.01     If  the Tenant or any person claiming through or under him, whether by
descent,  purchase  or  otherwise,  shall  apply  to  have this Lease registered
against  the title to the leased Premises or the Lands or shall apply to file or
register  any  notice of or caveat with respect to this Lease or the interest of
the  Tenant  arising  hereunder  against  such  title  or  shall  institute  any
proceedings  to  effect  any  such  registration,  the  Landlord may at any time
thereafter  terminate this Lease and the Term upon giving written notice of such
termination  to  the  Tenant.

OPTION  TO  RENEW
-----------------

69.01     The Landlord grants to the Tenant an option to renew this Lease on the
terms  and  conditions  set  out  in  Schedule  4  hereto.

     IN  WITNESS  WHEREOF the parties hereto have executed this Lease under seal
as  of  the  day  and  year  first  above  written.

THE CORPORATE SEAL of HARBOUR CENTRE              )
COMPLEX LIMITED was hereunto affixed in the       )
presence  of:                                     )     c/s
                                                  )
     /s/                                          )
--------------------------------------------------
Authorized  Signatory:                            )
                                                  )
     /s/                                          )
--------------------------------------------------
Authorized Signatory: Jon Hell, General Manager   )

THE COMMON OR CORPORATE SEAL OF                   )
NETNATION COMMUNICATIONS (CANADA) INC.            )
was hereunto affixed in the presence of:          )
                                                  )
     /s/                                          )
--------------------------------------------------
Authorized  Signatory                             )     c/s
                                                  )
(Print  Name  and  Title)                         )
                                                  )
     /s/                                          )
--------------------------------------------------
Authorized  Signatory                             )
                                                  )
(Print  Name  and  Title)                         )


                                       33
<PAGE>
SCHEDULE  1
-----------

PLAN  OF  LEASED  PREMISES
--------------------------

HARBOUR  CENTRE
---------------
14TH  FLOOR  OFFICE  TOWER
--------------------------

SCALE: 1 INCH = 20 FEET




(Insert  drawing)











The  purpose  of this plan is to identify the approximate location of the Leased
Premises  in  the  Building.  The  Landlord  reserves  the  right at any time to
relocate,  rearrange  or  alter  the  buildings  and structures, other premises,
Common  Areas  and  Facilities  and  the Leased Premises from that shown on this
floor  plan.


                                       34
<PAGE>
                                   SCHEDULE 2
                                   ----------

To  Lease  dated August 11, 1999 made between Harbour Centre Complex Limited, as
Landlord,  and  NetNation  Communications  (Canada)  Inc.,  as  Tenant.
                ----------------------------------------

SUMMARY  OF  TERMS
------------------

1.   The  Commencement  Date  shall  be  May  08,  1999

2.   The  Tenant's  Floor Area determined in accordance with Section 1.05 of the
     Lease  is  6,684  square  feet  (620.94  square  metres).

3.   The  Term  of the Lease is three (3) years and zero (0) months and zero (0)
     days,  from  and including the Commencement Date and ending on the 30th day
     of  April  2002.

4.   The  amount  of  annual  rent  payable  shall  be:

Year  1  -  $  106,944.00  per  annum  ($16.00  per  square  foot)
               ----------

Year  2  -  $  106,944.00  per  annum  ($16.00  per  square  foot)
               ----------

Year  3  -  $  106,944.00  per  annum  ($16.00  per  square  foot)
               ----------

5.   The  amount  of  monthly  rent  payable  shall  be:

Year  1  -  $  8,912.00  per  month
               --------

Year  2  -  $  8,912.00  per  month
               --------

Year  3  -  $  8,912.00  per  month
               --------

6.   The  amount  of  estimated  additional  rent  payable  by the Tenant at the
     Commencement  Date  is  Eighty  Seven  Thousand  Eight Hundred Twenty Seven
                             ---------------------------------------------------
     Dollars  and  Seventy  Six  Cents ($87,827.76) per annum payable monthly in
     ---------------------------------------------
     advance.




7.   The  Leased  Premises  shall  be  used  solely  for:

        the  purpose  of  a  general  business  office
     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

8.   The  Tenant's  address  for  notice  is:

     P.O. Box 12129
     ------------------------
     555 West Hastings Street
     ------------------------
     Vancouver. B.C.
     ------------------------
     V6B 4N6
     ------------------------


                                       35
<PAGE>
9.   The  Tenant  has  paid  a  deposit of Ten thousand seven hundred thirty one
                                           -------------------------------------
     dollars  and  eight  cents  ($10,731.08) to be credited to the Rent for the
     --------------------------
     last  month  of  the  Term.



                                       36
<PAGE>
                                   SCHEDULE 3
                                   ----------

                              RULES AND REGULATIONS
                              ---------------------

1.   The  Tenant  shall  not place or permit to be placed or left in or upon any
     part of the Building outside the Leased Premises, or in or upon part of the
     Building  of  which  the Leased premises form a part, any debris or refuse.
     The  cost  of  removal or cleaning of debris and refuse shall be charged to
     the  Tenant.

2.   The  Landlord  shall  permit  the Tenant and the Tenant's employees and all
     persons  lawfully  requiring communication with them to have the use during
     Normal  Business  Hours  in common with others entitled thereto of the main
     entrance  and the stairways, corridors, elevators or other mechanical means
     of access 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 only in accordance with the Rules and
     Regulations.

3.   The  Landlord  shall  permit  the Tenant and the employees of the Tenant in
     common  with  others entitled thereto, to use the washrooms on the floor of
     the Building on which the Leased Premises are situated or, in lieu thereof,
     those  washrooms  designated  by  the  Landlord,  save  and except when the
     general  water  supply  may  be  turned off from the public main or at such
     other  times  when  repair and maintenance undertaken by the Landlord shall
     necessitate  the  non-use  of  the  facilities.

4.   The  Tenant shall not permit any cooking in the Leased Premises without the
     written  consent  of  the  Landlord.

5.   The  sidewalks,  entries,  passages,  escalators,  elevators and staircases
     shall  not  be  obstructed  or  used  by  the Tenant, its agents, servants,
     contractors,  invitees  or  employees for any purpose other than ingress to
     and  egress  from  the offices. The Landlord reserves entire control of all
     parts  of  the  Building employed for the common benefit of the tenants and
     without  restricting  the  generality  of  the  foregoing,  the  sidewalks,
     entries,  corridors and passages not within the Leased Premises, washrooms,
     lavatories,  air-conditioning  closets,  fan  rooms,  janitor's  closets,
     electrical  closets and other closets, stairs, escalators, elevator shafts,
     flues, stacks, pipe shafts and ducts and shall nave the right to place such
     signs  and  appliances  therein  as  it  may  deem advisable, provided that
     ingress  to  and  egress  from  the  Leased Premises is not unduly impaired
     thereby.

6.   The Tenant, its agents, servants, contractors, invitees or employees, shall
     not  bring  in  or take out, position, construct, install or move any safe,
     business  machinery  or other heavy equipment or anything liable to, injure
     or  destroy any part of the Building without first obtaining the consent in
     writing  of  the  Landlord. In giving such consent, the Landlord shall have
     the  right in its sole discretion to prescribe the weight permit- platforms
     to distribute the weight thereof. 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 by prior


                                       37
<PAGE>
     arrangement  with  the  Landlord.  No  Tenant shall employ anyone to do its
     moving  in  the  Building  other  than  the  staff  of  the Building unless
     permission  to  employ  someone  else  is  given  by  the  Landlord and the
     reasonable cost of such moving shall be paid by the Tenant. Safes and other
     heavy  office  equipment and machinery shall be moved through the halls and
     corridors only upon steel bearing plates. No freight or bulky matter of any
     description  will be received into the Building or carried in the elevators
     except during hours approved by the Landlord and in the elevator designated
     by  the  Landlord  for  such  use.

7.   The  Tenant shall not place or cause to be placed any additional locks upon
     any of the Leased Premises without the approval of the Landlord and subject
     to  any  conditions  imposed by the Landlord. Two keys shall be supplied by
     the  Landlord  for  each entrance door to the Leased Premises and all locks
     shall  be  standard  to  permit  access  to  the  Landlord's master key, if
     additional keys are requested, they must be paid for by the Tenant. No one,
     other  than  the  Landlord's  staff, will have keys to the outside entrance
     doors  of  the  Building.

8.   The  water  closets  and  other  water  apparatus shall not be used for any
     purpose other than those for which they were constructed, and no sweepings,
     rubbish,  rags,  ashes  or  other  substances  shall be thrown therein. Any
     damage  resulting  from  misuse  shall be borne by the Tenant by whom or by
     whose agents, servants, or employees the same is causedThe Tenant shall not
     let  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.

9.   The  Tenant  shall  not  do  or  permit  anything  to be done in the Leased
     Premises,  or bring or keep anything therein which will in any way increase
     the  risk of fire or the rate of fire insurance on the Building or Harbour.
     Centre  or  on  property  kept  therein,  or obstruct or interfere with the
     rights of other tenants or In any way injure or annoy them or the Landlord,
     or  violate  or act at variance with the laws relating to fires or with the
     regulations of the Fire Department, or with the conditions of any insurance
     upon  said Building or any part thereof, or violate or act in conflict with
     any  of the rules and ordinances of the Board of Health or with any statute
     or  municipal  by-law.

10.  No one shall use the Leased Premises for sleeping apartments or residential
     purposes,  or  for  the  storage of personal effects or articles other than
     those  required  for  business  purposes.

11.  The  Tenant shall permit window cleaners to clean the windows of the Leased
     Premises  during  Normal  Business  Hours.

12.  Canvassing,  soliciting  and  peddling  in or about the Building and in the
     parking  area  are  prohibited.

13.  The  Tenant  shall  not receive or ship articles of any kind except through
     facilities,  and  designated  doors and at hours designated by the Landlord
     under  the  supervision  of  the  Landlord.


                                       38
<PAGE>
14.  It shall be the duty of the respective tenants to assist and cooperate with
     the  Landlord  in  preventing  injury  to  the  premises  demised  to  them
     respectively.

15.  No  inflammable oils or other inflammable, dangerous or explosive materials
     save  those approved in writing by the Landlord's insurers shall be kept or
     permitted  to  be  kept  in  the  Leased  Premises.

16.  No  bicycles or other vehicles shall be brought within the Building without
     the  consent  of  the  Landlord.

17.  No  animals or birds shall be brought into the Building without the consent
     of  the  Landlord.

18.  The  Tenant  shall  not  install  or  permit the installation or use of any
     machine dispensing goods for sale in the Leased Premises or the Building or
     permit the delivery of any food or beverages to the Leased Premises without
     the  approval  of the Landlord or in contravention of any regulations fixed
     or  to  be  fixed  by the Landlord. Only persons authorized by the Landlord
     shall  be  permitted to deliver or to use the elevators in the Building for
     the  purpose  of  delivering  food  or  beverages  to  the Leased Premises.

19.  If  the  Tenant desires telegraphic or telephonic connections, the Landlord
     will  direct  the  electricians  as  to  where  and how the wires are to be
     introduced, and without such directions no boring or cutting for wires will
     be  permitted. No gas pipe or electric wire will be permitted which has not
     been  ordered or authorized by the Landlord. No outside radio or television
     aerials  shall  be  allowed on the Leased Premises without authorization in
     writing  by  the  Landlord.

20.  The  Tenant  shall  not  cover or obstruct any of the skylights and windows
     that  reflect  or  admit light into any part of the Building except for the
     proper  use  of  approved  blinds  and  drapes.

21.  Any  hand  trucks,  carry-alls,  or similar appliances used in the Building
     with the consent of the Landlord shall be equipped with rubber tires, slide
     guards  and  such  other  safeguards  as  the  Landlord  shall  require.

22.  The  Tenant shall not permit undue accumulations of garbage, trash, rubbish
     or  other  refuse  within or without the Leased Premises or cause or permit
     noise,  vibrations  or objectionable odours to emanate or be dispelled from
     the  Leased  Premises,

23.  The  Tenant  shall  not place or maintain any supplies or other articles in
     any  vestibule  or  entry  of the leased Premises, on the hallways adjacent
     thereto  or  elsewhere  on  the  exterior  of  the  Leased  Premises or the
     Building.

24.  The  Tenant agrees to the foregoing Rules and Regulations, which are hereby
     made  a  part  of  this  Lease,  and each of them, and agrees that for such
     persistent infraction of them, or any of them, as may in the opinion of the
     Landlord be calculated to annoy or disturb the quiet enjoyment of any other
     tenant,  or  for  gross  misconduct upon the part of the Tenant, or any one
     under  it,  the  Landlord  may declare a forfeiture and cancellation of the
     Lease  and may demand possession of the Leased Premises upon one (1) week's
     notice.


                                       39
<PAGE>
25.  In  order  to ensure efficient operation of the air-conditioning system, no
     window  shades, curtains, blinds, or screens other than those prescribed by
     the  Landlord or agreed to in writing by the Landlord shall be attached to,
     hung  up  or  used  in  connection  with  any  window or door in the Leased
     Premises, no article shall-be placed on or permitted to block any convector
     and  the  Landlord may require the Tenant to keep exterior window coverings
     drawn.

26.  All  persons  entering  and leaving the Building at any time, except during
     Normal  Business Hours, shall register in the book kept by the Landlord and
     the  Landlord  shall  have the right to prevent any person from entering or
     leaving  the  Building unless provided with a pass in a form to be approved
     by the Landlord. Any person found in the Building at such time without such
     pass  shall  be  subject to the surveillance of the employees and agents of
     the  Landlord.

27.  The  Landlord  shall,  at its sole discretion, from time to time, determine
     the  location,  design  and  use of a directory board upon which the Tenant
     shall  be  entitled  to  have  its  name  shown.


                                       40
<PAGE>
                                  SCHEDULE "4"
                                  ------------

                                OPTIONS TO RENEW
                                ----------------

1.   Provided that the Tenant shall not be in default under any of the covenants
     or  conditions  of this Lease, the Landlord hereby grants to the Tenant two
     rights  of  renewal, exercisable by the Tenant giving written notice to the
     Landlord  not  less  than  three  (3) months prior to the expiration of the
     Initial  Term  with  respect  to the first Renewal Option and not less than
     three  (3)  months  prior  to the expiration of the first Renewal Term with
     respect  to  the second Renewal Option, to renew the Term of this Lease for
     two  (2)  further  periods  of  one (1) year each (in this Lease called the
     "Renewal  Terms").

2.   There  shall be no further right of renewal beyond the second Renewal Term.

3.   The  renewal  leases  shall  contain  the  same  covenants,  conditions and
     agreements  as  are  contained  in  this  Lease,  except:

     (a)  the  right  of  renewal  already  exercised  shall  be  omitted;

     (b)  any  section  or clause of this Lease which requires revision to state
          correctly  the manner in which it is .to be applied during the Renewal
          Terms  shall  be  so  revised;  and

     (c)  Rent  for  the  Renewal  Terms  shall  be  determined  as  provided in
          paragraph 4  hereof.

4.   The Rent payable with respect to the Renewal Terms shall be the greater of:

     (a)  the  Rent  payable during the final year of this Lease with respect to
          the  first  Renewal  Term or the Rent payable during the final year of
          the  first  Renewal  Term  with respect to the second Renewal Term; or

     (b)  the  Fair  Market Rent (as defined in Article 1.01, Section (s) of the
          Lease)  for the Leased Premises as at the commencement date of each of
          the  Renewal  Terms.

5.   The  parties  shall  make  bona fide efforts to agree as to the Fair Market
     Rent  with  respect  to  the Leased Premises as at the commencement date of
     each  of  the Renewal Terms. If, however, the parties have not agreed as to
     the  amount of rent by the sixtieth (60th) day prior to the commencement of
     each  of  the  Renewal  Terms,  then  such rent shall be determined either:

     (a)  by  an  arbitrator  mutually agreed upon by the parties who shall be a
          person  currently  active  in  the  Province of British Columbia as an
          Accredited  Real  Estate  appraiser  having  not  less than five years
          experience  as  an  appraiser;  or


                                       41
<PAGE>
     (b)  if  the  parties  are  unable to agree as to an arbitrator pursuant to
          clause  (a) of this paragraph, then such rental shall be determined by
          a  single  arbitrator  In  accordance  with  the  provisions  of  the
          Commercial  Arbitration Act S.B.C. 1986, C.3 and amendments thereto or
          legislation  in  substitution  therefore.


                                       42
<PAGE>
                                  SCHEDULE "5"
                                  ------------

                                    DEMISING
                                    --------

The  Tenant is allowed to demise the Leased Premises into two units and separate
Leases  for  each  will  be  drawn up at the Tenant's request. The Landlord will
survey  the  demised  premises,  at  it's  cost, and allot the area to each unit
accordingly.

                                  SCHEDULE "6"
                                  ------------

                             LEASEHOLD IMPROVEMENTS
                             ----------------------

The  Tenant shall be responsible for providing their own Leasehold improvements,
beyond  the  improvements  noted  on  the  plan  attached to the Offer to Lease,
including  designer  fees,  architectural  inspection  fees,  demolition  and
construction  costs  and  signage,  all  in  keeping  with the Landlord's Tenant
Guidelines  and  to  the  prior  approval  of  the  Landlord.

                                  SCHEDULE "7"
                                  ------------

                                 LANDLORD'S WORK
                                 ---------------

The  Landlord shall improve the premises in accordance with the plan attached to
the  offer to Lease and the Tenant shall contribute a total of $7,400.00 towards
these  costs  upon occupancy of the premises. The work will include paint to the
walls,  sanding  and  painting  all  doors  and  new  cabinets  in  the kitchen,

                                  SCHEDULE "8"
                                  ------------

                          ADDITIONAL ELECTRICAL CHARGES
                          -----------------------------

Should the Tenant require it, the Landlord can make available Emergency Power to
the  Leased Premises at a one time charge of $300.00 per amp. The Landlord shall
not  be  liable  for  any  indirect  or  consequential damage resulting from any
failure  of the building's emergency generator however caused but shall at times
maintain  It  In  good operating condition. The entire accrued amount (including
the  one  time  charge) paid for the Emergency Power will not exceed $300.00 per
amp.

                                  SCHEDULE "9"
                                  ------------

                                EARLY TERMINATION
                                -----------------

Should,  after the initial twelve (12) months of the term, MetroNet's service to
NetNation  deteriorate  to  an  unacceptable level the Tenant may terminate this
Lease  with one (1) months' written notice and payment of the unamortized amount
of  the initial Tenant improvements as paid far by the Landlord in the amount of
$29,000.00  Canadian  Funds,  amortized from May 1, 1999 to April 30, 2000 using
the  "Straight-Line"  method.


                                       43
<PAGE>
                                  SCHEDULE "10"
                                  -------------

                          EXISTING .LEASE ON SUITE 2040
                          -----------------------------

The  Tenant  shall  have  the  option  to cancel the Lease dated October 1, 1998
between  the  parties  hereto on Suite 2040, at any time during the Term of this
Lease  giving  one  (1  )  months'  written  notice.

                                  SCHEDULE "11"
                                  -------------

                             RIGHT OF FIRST REFUSAL
                             ----------------------

The Landlord shall grant to the Tenant one Right of First Refusal offer on Suite
1440  on  the 14th floor of the building during the term hereof at the same rate
of  this  lease.  Upon  written  notification from the Landlord of the available
space,  the  Tenant  shall  have  ten (10) calendar days to exercise such right,
failing  which, the Landlord shall be free to lease such space to third parties.


                                       44
<PAGE>
                                   SCHEDULE 12
                                   -----------

                                                                  Harbour Centre

April  19,  1999


NetNation  Communications
P.O.  Box  12129
555  West  Hastings  St.
Vancouver,  B.C.
V6B  4N6

Attention:  Mr.  David  Talmor
------------------------------

Dear  Mr.  Talmor:

Re:  Offer  to  Lease  Suite  #1410,  555  West  Hastings  St.
--------------------------------------------------------------

We are pleased to provide, for your approval and acceptance, this Offer to Lease
to  accommodate  NetNation  Communications  in  Harbour  Centre  Complex.

A  summary  of  the  basic  terms  is  as  follows:

Term:                         The Term  of  the  Lease shall be three (3) years
                              commencing  May  1, 1999 and terminating April 30,
                              2002.

Leased  Premises:             Suite  1410,  ("as  is") according to the attached
                              layout.

Rentable  Area:               6,684  square feet of Rentable Area as outlined in
                              red  on  the  attached  plan  (Schedule  "A").

Permitted  Use:               The  Tenant  shall  be allowed to demise the space
                              into  two  units and separate leases for each unit
                              will  be  drawn  up  at  the Tenant's request. The
                              Landlord  will  survey  the  demised  premises and
                              allot  the  area  to  each  unit at the Landlord's
                              cost.  The  Tenant  shall use the Premises for the
                              purpose  of  a  general  business  office.

Basic  Rent:                  The  annual  rent  shall be payable in twelve (12)
                              equal monthly installments in advance on the first
                              day  of  each  month  during  the said Term on the
                              following  rental  structure:

                              Years  1-3 : $16.00 net per square foot per annum,
                              plus  GST.

D.T.                          The  premises  shall be ready for occupancy on May
                              8th  and  the  rent  shall  abate until that date.


                                       45
<PAGE>
Operating  Costs & Taxes:     In addition to the Basic Rent herein provided, the
                              Tenant  agrees  to  pay to the Landlord, in twelve
                              (12)  equal monthly installments, on the first day
                              of  each  month during the Term Additional Rent as
                              defined in the Lease, which is presently estimated
                              by  the Landlord to be $13.14 per square foot plus
                              GST,  per  annum.  Additional  Rent  includes  the
                              following:

                             (a)  Tenant's  proportionate  share  of  taxes  as
                                  defined  in  the  Lease; and

                             (b)  Tenant's proportionate share of operating
                                  expenses as defined in the Lease.

Leasehold  Improvements:      Regarding improvements beyond the attached layout,
                              the  Tenant  shall  be  responsible  for providing
                              their  own  Leasehold  improvements,  including
                              designer  fees,  architectural  inspection  fees,
                              demolition and construction costs and signage, all
                              in  keeping  with the Landlord's Tenant Guidelines
                              and  to  the  prior  approval  of  the  Landlord.

Landlord's  Work:             The  Landlord  shall  improve  the  premises  in
                              accordance  to  the  attached  plan and the Tenant
                              shall  contribute  a  total  of  $7,400,00 towards
                              these  costs  upon  occupancy of the premises. The
                              work  will include paint to the walls, sanding and
                              painting  all  the  doors  and new cabinets in the
                              kitchen.  -  D.T.

Deposit:                     The  Tenant  shall deliver within twenty four (24)
                              hours of acceptance of this Offer, a cheque in the
                              amount  of  $10,731.08  payable  to  the Landlord,
                              which  shall  be  added  to the current deposit on
                              account  for  you  existing  premises  for a total
                              deposit  of  $16,230.98  on  account  for the last
                              months'  Basic  Rent and Additional Rent under the
                              Lease  if this Offer to Lease is accepted. If this
                              Offer to Lease is not accepted, the Deposit in the
                              amount  of $10,731.08 will be returned immediately
                              to  the  Tenant. In the event this Offer to Lease,
                              is  accepted, and subject to the acceptance of the
                              "Lease  Form"  by  the  Tenant,  but  the  Tenant
                              thereafter  fails  to  comply  with  any  of  the
                              provisions contained herein , the Landlord may, at
                              its  option,  terminate  this  Agreement, in which
                              event  the  entire  Deposit  shall  be  absolutely
                              forfeited  to  the Landlord as liquidated damages.

Additional  Electrical        The Landlord can make available Emergency Power to
                              Charges:  the leased premises at a one time charge
                              of  $500.00  per  single phase amp plus $10.00 per
                              month per single phase amp, The Landlord shall not
                              be liable for any indirect or consequential damage
                              resulting  from  any  failure  of  the  building's
                              emergency  generator  however  Caused but shall at
                              times maintain it in good operating condition. The
                              entire  accrued  amount  (including  the  one time
                              charge)  paid  for  the  Emergency  Power will not
                              exceed  $300.00  per  amp.


                                       46
<PAGE>
Early Termination (also see
"Tenant's  Conditions"
below):                       Should,  after  the  initial twelve (12) months of
                              the  term,  MetroNet's  service  to  NetNational
                              deteriorate  to  an  unacceptable level the Tenant
                              may  terminate  the  Lease  with  one  (1)  months
                              notice.  The Tenant may vacate the Leased Premises
                              with  one  (1)  months  notice  after  the initial
                              twelve  (12) months of the term with a payment, of
                              the  unamortized  amount  of  the  initial  Tenant
                              improvements  as  paid  for by the Landlord in the
                              amount  of  $29,000.00  Canadian  Funds.  The
                              amortization  period  is from May 1, 1999 to April
                              30,  2002  by  the  "straight-line"  method.

Lease  Form:                  The  Lease  shall  be  in  the  same format as the
                              existing  lease for Suite 2040 and amended only to
                              incorporate  the  terms  and  conditions  of  this
                              offer.

Present  Lease:               The  Tenant  shall  have  the option to cancel the
                              present lease at suite 2040 at any time during the
                              term  of  this  agreement  giving  one  (1)  month
                              notice.

Option  to  Renew:            The Landlord shall grant the Tenant two Options to
                              Renew  the  Term of the Lease far a further period
                              of  one  (1) year each on the terms and conditions
                              as  in  this  offer set out in Schedule "4" to the
                              form  of  lease  in  Schedule  B.  -  D.T.

Right  of First Refusal:      The  Landlord  shall grant to the Tenant one Right
                              of  First Refusal offer on suite 1440 that becomes
                              available on the 14th floor of the building during
                              the  term  hereof at the same, rate of this lease.
                              Upon written notification from the Landlord of the
                              available  space,  the  Tenant shall have ten (10)
                              calendar  days  to  exercise  such  right, tailing
                              which,  the  Landlord  shall be free to lease such
                              space  to  third  parties.

Tenant  Conditions:           This  offer  is subject to the Landlord confirming
                              to  the  Tenant  that  the air conditioning system
                              contemplated  by the Tenant : by the Tenant can be
                              accommodated in the suite, with the ability to use
                              10  gallons  of  water  per  minute.  Once  the
                              municipality  will  restrict  it,  the tenant will
                              have the right to terminate the lease with one (1)
                              month  notice  in  advance.  -  D.T.

Binding  Contract:            This  Offer,  if  accepted,  shall  constitute  a
                              binding agreement to enter into the Lease upon the
                              terms  and  conditions  as herein contained and as


                                       47
<PAGE>
                              contained  and  expanded upon in the Lease and the
                              Schedules  and  riders  thereto,  if  any.

Survival  of  Offer:          The  provisions  of  this  Offer  to  Lease  shall
                              survive  the  execution and delivery of the Lease,
                              provided  that  such provisions shall be deemed to
                              be,  and  survive as covenants and conditions, and
                              provided  further  that  in  the  I  event  of any
                              discrepancy as between the terms and conditions of
                              this  Offer  and those contained in the Lease, the
                              provisions  contained  in the offer shall prevail.

The  foregoing,  once  approved by the Landlord, shall become a binding Offer to
Lease  between  the  parties.  This Offer is open for acceptance until 5:00 p.m.
Tuesday,  April  20,  1999,  subject  to  prior  letting.

Yours  truly,

HARBOUR CENTRE COMPLEX LIMITED


    /s/
-----------------------------------------
Jon  Hall
General  Manager

JH/sj

ACCEPTED ON THIS 20th DAY OF APRIL, 1999.

TENANT:   NETNATION COMMUNICATIONS


-----------------------------------------

    /s/
-----------------------------------------


APPROVED ON THIS 22nd DAY OF APRIL, 1999.

LANDLORD: HARBOUR CENTRE COMPLEX LIMITED

    /s/
-----------------------------------------


                                       48
<PAGE>


                               [MAP - FLOOR PLAN]





                                       49
<PAGE>

                                                                  Harbour Centre


December  16,  1999

NetNation Communications (Canada) Inc.
P.O.  Box  12129
555  West  Hastings  Street
Vancouver,  B.C.
V6B  4N6

Attention: Mr. Ashely James Sinclair
------------------------------------

Dear  Mr.  Sinclair:

Re: Amendment to Lease - Expansion Area
---------------------------------------

Once  executed,  this letter will serve to amend the Lease dated August 11, 1999
between  Harbour Centre Complex Limited as Landlord and NetNation Communications
(Canada)  Inc.  as  Tenant,  effective  January  1,  2000.

Schedule  2  shall  be  amended  to  include  an  "Expansion  Area"  as follows:

Schedule  2,  #1  -     The Commencement Date with respect to the Expansion Area
                        shall  be  January  1,  2000.

Schedule  2,  #2  -     The  Rentable Area of the Expansion Area is 3,992 Square
                        Feet  (370.86 square meters) as outlined in red on
                        Schedule "A" attached hereto.

Schedule  2,  #3  -     The  term  with respect to the Expansion Area is Two (2)
                        years and Four (4) months from and including the
                        Commencement Date and ending on the 30th day of
                         April,  2002.

Schedule  2, #4 & #5 -  Rent  with  respect  to  the  Expansion Area shall be:

                        $ 63,872.00  per annum
                        $  5,322.67  per month
                        $     16.00  per square foot

Schedule  2,  #6  -     Additional Rent with respect to the Expansion Area shall
                        be:

                        The  amount of additional rent payable by the Tenant at
                        the  Commencement  Date  is  Fifty Three Thousand Seven
                        Hundred  and  Seventy Two Dollars and Twenty Four Cents
                        ($53,772.24)  per  annum.


                                       50
<PAGE>
The  Tenant has paid a deposit In the amount of $19,387.82 to be credited to the
rent  for  the  last  two  months'  of  the  Term  of  this  Expansion  Area.

The  following  schedules  will  be  added:

Schedule  "12"  Leasehold  Improvements  for  the  Expansion  Area:

Regarding  improvements  beyond  the layout attached to the offer to lease dated
October  20,  1999,  the  Tenant  shall be responsible for the cost of providing
their  own  Leasehold  Improvements, including, building permits, designer fees,
architectural  inspection  fees,  demolition and construction costs and signage,
all  In  keeping  with  the  Landlord's  Tenant  Guidelines.

Schedule  "13"  Landlord's  Work  with  respect  to  the  Expansion  Area  only.

The  Landlord  shall  Improve  the  Leased  Premises in accordance with the plan
attached  to  the  offer  to  lease  dated  October  20,  1999  including:

-    remove  50%  of  wall  on  gridline  6  between  grids  A  &  B;
-    remove  wall  approximately  on  gridline  C  between  gridline  6  &  7;
-    remove  and  make  good  the  door  at  gridline  D7;
-    re-carpet the expansion area to building standard with the exception of the
     new  room found on gridlines 6 & 7 and B & E colour to be chosen by Tenant;
-    remove  the  wall  on  grid  line  6 between gridlines B & D location to be
     determined  by  the  Tenant;
-    re-paint  the  expansion  area  colour  to  be  chosen  by  the  Tenant

Schedule  "14"  Power:

The Tenant shall pay the costs of utilities consumed within the Leased Premises,
which consumption shall be separately metered. The Tenant shall, at its own cost
and  expense,  install a separate meter in the Leased Premises. The unit cost of
power  shall  not  be  greater than the average cost of power to all tenants not
metered  separately.

Schedule  "15"  Chilled  Water  Loop:

The Landlord has installed a "chilled water loop" system within the complex. The
Landlord  acknowledges that the Tenant may require this service and will make it
available  to  the  Tenant  at  the then prevailing rate at the Tenant's option.

Schedule  "16"  Early  Termination  with  respect  to  the  Expansion Area only:

The  Tenant  may  vacate  the  Leased Premises with one (1) month written notice
after the initial twelve (12) months of the term upon payment of the unamortized
amount  of  the  initial  Tenant  Improvements  as  paid  for  by  the Landlord.

All  other  terms  and conditions of the Lease dated August 11, 1999 shall be in
full  force  and  effect  and  govern  this  Expansion  Area.


                                       51
<PAGE>
We trust you find this in order and ask that you indicate your acceptance of the
above by signing all three (3) copies of this letter in the space provided below
and  return  same to this office for final execution by the Landlord by no later
than  Thursday,  December 23, 1999. Upon completion, we will return one copy for
your  files.

Yours  truly, '

HARBOUR CENTRE COMPLEX LIMITED


               /s/
-----------------------------------------
Jon  Hall
General  Manager

JH/kb

AGREED AND ACCEPTED THIS 23rd DAY OF DECEMBER, 1999



PER:          /s/
-----------------------------------------
     NETNATION  COMMUNICATIONS  (CANADA)  INC.



AGREED AND ACCEPTED THIS 30th DAY OF DECEMBER, 1999




PER:         /s/
-----------------------------------------
     HARBOUR CENTRE COMPLEX LIMITED


                                       52
<PAGE>