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Software License And Services Agreement - SECURAC CORP - 4-15-2005

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Software License And Services Agreement - SECURAC CORP - 4-15-2005 Powered By Docstoc
					EXHIBIT 10.1

                                 SECURAC INTERNATIONAL LTD.
                           SOFTWARE LICENSE AND SERVICES AGREEMENT

THIS AGREEMENT (the "AGREEMENT") dated and effective as of the 1st day of April,
2004 (the "EFFECTIVE DATE").

BETWEEN:

SECURAC TECHNOLOGIES LTD., a body corporate created pursuant to the laws of the Province of Alberta
("LICENSOR") - and -

SECURAC INC., a body corporate created pursuant to the laws of the Province of Alberta ("LICENSEE")

WHEREAS Licensor owns the rights in and to the software application known as the "Acertus(TM)" Enterprise
Risk & Compliance Software for all areas on the world other than North America;

AND WHEREAS Licensee wishes to obtain, and Licensor wishes to license to license, the right to use the
software and be the exclusive distributor of such software in the Territory (as defined below);

NOW THEREFORE in consideration of the above recitals and all of the representations, promises and
conditions set forth in this Agreement, the parties agree as follows:

1. DEFINITIONS

"AFFILIATE" means with respect to any entity, any other entity directly or indirectly controlling or controlled by,
or under direct or indirect, control with such entity or one or more of the other Affiliates of that entity (or a
combination thereof). For purposes of this definition any entity shall control another entity if the first entity:

(i) owns, beneficially or of record, more than fifty (50%) percent of the voting securities of the other entity, or

(ii) has the ability to elect a majority of the directors of the other entity;

"BUSINESS DAY" means any calendar day other than a Saturday, Sunday or statutory holiday observed in
Canada;

"CLIENT" means a natural person, sole proprietorship, partnership, corporation, trust, joint venture, any
governmental authority or any incorporated or unincorporated entity or association of any nature, and any
Affiliate, subsidiary or entity directly or indirectly controlled thereby, which resides in the Territory and enters into
a contract, oral or written, with Licensee or any of its resellers, distributors or other sub-licensees;

"CONFIDENTIAL INFORMATION" means all non-public, proprietary, confidential information pertaining to
or concerning a party or its Affiliates including (i) all confidential information relating to the business and affairs of
Licensee or any Affiliate thereof, including all data stored on or processed by the Software and all information
relating to its operations, financial affairs, technology, clients or prospective clients and projects undertaken for its
clients or prospective clients; and (ii) all confidential information relating to the business and affairs of Licensor or
any Affiliate thereof, including all information relating to its operations, financial affairs, technology, clients and
projects undertaken for its clients, and (iii) the logic, structure, sequence and organization of the Software, and all
information, data, drawings, specifications, documentation, software listings, source or object code which
Licensor may have imparted and may from time to time impart to Licensee, relating to the Software, or any other
Licensor product, provided that:
                                                         -2-

(i) information that is independently developed by the receiving party;

(ii) information which becomes part of the public domain (other than through unauthorized disclosure by the
receiving party); or

(iii) information which is disclosed by the owner of such information to a third party free of any obligation of
confidentiality or of which either party gained knowledge or possession free of any obligation of confidentiality,

shall not be considered Confidential Information;

"DOCUMENTATION" means standard documentation (print or electronic media) supplied by Licensor to
Licensee in respect of the Software, Releases, or Enhancements, and containing descriptive information, as the
case may be, regarding functionality, defects corrections, installation, operating and maintenance instructions;

"ENHANCEMENTS" has the meaning set forth in Section 4.2 herein;

"GROSS REVENUES" means all gross revenues generated by Licensee through the licensing and distribution of
the Software in the Territory on a consolidated basis, net any applicable taxes, returns or rebates;

"MAINTENANCE" has the meaning set forth in Section 4.1 herein;

"RELEASE" means a new version of the Software that may contain Enhancements, functional changes,
modifications, extensions, Error corrections or bug fixes;

"SOFTWARE" means the Acertus(TM) Enterprise Risk & Compliance Software product and the
Documentation, tools and utilities, and miscellaneous technical information as well as any Enhancements and
Releases as provided from time to time by Licensor pursuant to this Agreement;

"SUPPLEMENTAL SERVICES" has the meaning set forth in Section 4.2 herein;

"TERRITORY" means the country of Canada and the country of the United States of America; and

"THIRD PARTY SOFTWARE" means any third party software that is required in order for the Software to
perform its functionality.

2. LICENSE TO USE AND DISTRIBUTE THE SOFTWARE

2.1 GRANT OF EXCLUSIVE LICENSE

Licensor hereby grants to Licensee an exclusive, perpetual, non-transferable, sub-licensable license and limited
right, subject to the terms and conditions herein, to:

(a) market and distribute the Software in the Territory for all fields of use and in all vertical markets, using any
distribution model that Licensee reasonably deems appropriate, including without limitation, directly licensing to
Clients or appointing re-sellers to market and distribute the Software to Clients;

(b) enter into software license and maintenance agreements for the Software directly with Clients in the Territory;

(c) use the Software to conduct risk assessment projects for Clients and sub-license the right for others to do the
same; and
                                                         -3-

(d) use any and all of the copyright, patents and trade-marks and other trade indicia of Licensor in the Territory
for the sole and limited purpose of carrying out the business of marketing, distributing and licensing the Software
in the Territory pursuant to the terms of this Agreement.

2.2 LOSS OF EXCLUSIVITY

Notwithstanding the above, if the common shares of Licensee are not listed on either the NASDAQ, AMEX or
NYSE stock exchanges as of the third anniversary of the Effective Date, the exclusivity granted to Licensee in
Section 2.1 shall automatically cease and the rights granted therein shall become non-exclusive throughout the
Territory for the balance of the term of the Agreement.

2.3 LICENSEE'S RELATIONSHIP WITH ITS RESELLERS, DISTRIBUTORS AND CLIENTS

The rights granted herein are conditional upon Licensee ensuring that:

(a) all reseller agreements, distributor agreements, end user license agreements, and maintenance agreements
entered into by Licensee, its resellers, distributors, Clients and other sub-licensees pursuant to this Agreement are
in a form acceptable to Licensor;

(b) Licensee monitors its use of Licensor's trade-marks and other trade indicia, as well as the use of such
trademarks and trade indicia by Licensee's resellers, distributors, Clients and other sub-licensees in connection
with the marketing, distribution and use of the Software, and promptly notifies Licensor of any and all
infringements, imitations, illegal use or misuse, of such trade-marks and indicia, and requires its resellers,
distributors, Clients and other sub-licensees to do the same; and

(c) agreements entered into by Licensee conferring rights upon resellers, distributors, Clients and other sub-
licensees do not impose obligations on Licensor or expose Licensor to any liability beyond what Licensor has
agreed to hereunder.

3. LICENSE RESTRICTIONS

3.1 Licensee agrees not to, and agrees to cause its Clients not to:

(a) reproduce, adapt, vary, modify, decompile, enhance, translate, attempt to reverse engineer, reverse engineer,
reverse assemble, create a derivative work of, or otherwise attempt to discover any source code of the Software,
or communicate the same to any other person, or otherwise reduce or attempt to reduce the Software to human
perceivable form;

(b) develop or write any software or other program or have any software or other program written or developed
based on the Software or based on any of the Confidential Information;

(c) unless otherwise permitted under this Agreement, sell, assign, sublicense, rent, lease, grant a security interest
in, or otherwise transfer any right in the Software or distribute or network any portion of the Software or related
materials;

(d) remove any proprietary notices or labels from the Software; or

(e) other than as permitted pursuant to this Agreement, use the name, trade-marks or trade indicia of Licensor or
of any of its Affiliates, licensors, third party content or service providers, distributors, dealers or authorized
suppliers, in any advertising, publicity releases, reference lists, media such as but not limited to sales
presentations, without its prior written consent.
                                                         -4-

4. MAINTENANCE, ENHANCEMENTS AND SUPPLEMENTAL SERVICES

4.1 Licensor shall update and maintain the Software throughout the term of the Agreement and provide Licensee
with Releases as and when they are released by Licensor from time to time (hereinafter "Maintenance"). Licensee
shall pay to Licensor one hundred twenty thousand dollars ($120,000) per annum (the "Maintenance Fees") for
Maintenance. Maintenance Fees shall be payable on each anniversary of the Effective Date.

4.2 Licensee shall be solely responsible for providing installation, training and support services to its Clients.
Notwithstanding the foregoing, upon request by Licensee, Licensor may, at its sole discretion, provide
installation, training and support services, or additional enhancements and modifications, to Licensee and/or
Licensee's Clients or other sub-licensees ("Supplemental Services") at Licensor's standard time and material rates
currently in effect when the Supplemental Services are performed. Such charges shall be invoiced according to
Licensor's standard billing cycle, and payable according to Licensor's standard billing policies.

4.3 Licensor and/or its Affiliates shall own all intellectual property rights developed, authored, invented, first
reduced to practice or otherwise created during the development of any Enhancements or the performance of any
Supplemental Services.

5. LICENSEE RESPONSIBILITIES

5.1 Licensee agrees:

(a) to vigorously promote the sale of the Software within the Territory;

(b) not to sell or distribute any Software to anyone that is not within the Territory; and

(c) not to promote, offer for sale, or demonstrate any product or service that is directly competitive with the
Software or the various services provided by Licensor in the Territory.

6. ROYALTY AND AUDIT RIGHTS

6.1 ROYALTY

In consideration for the licenses and rights granted to Licensee pursuant to this Agreement, Licensee shall pay
royalties to Licensor as follows:

(a) six hundred thousand United States dollars ($600,000 USD) as an up front royalty payable as follows:

(i) Licensee immediately assigns to Licensor its right to receive the entire balance of a non-interest bearing
promissory note in the amount of $374,024.83 (USD) between Licensee and Licensor's parent Securac
Holdings Inc.; and

(ii) $227,975.17 (USD) to be paid by Licensee to Licensor in the form of a non-interest bearing promissory note
to be drawn down, in whole or in part, by Licensor as and when determined by Licensor in its sole discretion;
and

(b) Six (6%) percent of the Gross Revenues of Licensee, payable quarterly in arrears by the 15th day after the
end of each quarter, commencing on the Effective Date, once Gross Revenues for a fiscal quarter of Licensee
have exceeded $300,000 USD.
                                                         -5-

6.2 LATE PAYMENT

(a) All fees and charges shall be due and payable within thirty (30) days of receipt of the invoice and shall be
deemed overdue if they remain unpaid forty-five (45) days after receipt of invoice.

(b) Interest charges at the rate of eighteen (18%) percent per annum compounded annually shall be applied to all
overdue amounts until they are paid.

6.3 TAXES

Royalties, fees and other charges under this Agreement are exclusive of any provincial, state or federal sales
taxes, goods and services taxes. If Licensor is required to remit any such taxes, then Licensor shall charge and
Licensee shall pay the taxes as part of the invoice. Licensee shall be entitled, with the full co-operation of
Licensor, to challenge any taxes imposed or assessed by any taxing authority on the royalties, fees and charges
under this Agreement and shall be entitled to any rebates or refunds in respect of any taxes paid.

6.4 RECORDS AND AUDIT RIGHTS

Licensee shall maintain books and records of billings and collection as reasonably necessary to document and
substantiate the determination of royalties due Licensor. Licensor may at its own expense, and at any time upon
reasonable notice to Licensee, inspect those applicable records at Licensee's offices during Licensee's normal
business hours. Licensor shall keep the content of all such records confidential. If any such audit discloses an
error in payment by Licensee of amounts owed to Licensor in an amount greater than five percent (5%) of the
total amounts owed for the period audited, Licensee will also pay for all of Licensor's reasonable costs (including
the fees and expenses incurred by an independent auditor) incurred in connection with such audit as well as
immediately pay such outstanding fees plus interest for the overdue period pursuant to Section 7.2 herein.

7. CONFIDENTIAL INFORMATION

7.1 Confidential Information of either Licensor or Licensee (a "Disclosing Party") shall be held in confidence by
the other party ("Receiving Party"). No Receiving Party shall disclose, publish, release, transfer or otherwise
make available Confidential Information of the Disclosing Party in any form to, or for the use or benefit of, any
person or entity, except as provided in this Section 7.1, without such Disclosing Party's prior written consent. The
Receiving Party shall, however, be permitted to disclose relevant aspects of a Disclosing Party's Confidential
Information to its consultants, officers and employees and to the consultants, officers and employees of its
Affiliates to the extent that such disclosure is reasonably necessary for the performance of its duties and
obligations under this Agreement; provided, however, that such party shall take all reasonable measures,
consistent with the manner in which such party protects its own Confidential Information from time to time, to
ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the
provisions of this Agreement by such consultants, officers and employees. The Receiving Party shall be
responsible for any breach of the provisions of this Section 7.1 by its consultants, officers, or employees. The
obligations in this Section 7.1 shall not restrict any disclosure by either party pursuant to:

(a) any applicable law or legislation;

(b) any order of any court of competent jurisdiction or government agency;

(c) requirements for disclosure to regulators; and

(d) requirements for disclosure required in the course of judicial proceedings to enforce rights and/or remedies
under this Agreement, providing that the Receiving Party has taken all reasonable steps to obtain a judicial order
to close such proceedings and files relating to such information to all persons other than pursuant to such judicial
order, unless such process has been waived in writing by the Disclosing Party, and provided that the Receiving
Party shall endeavour to give prompt notice to the Disclosing Party of any such requirement to disclose.
                                                          -6-

7.2 Each Party recognizes that its disclosure of Confidential Information in respect of the other party may give
rise to irreparable injury to the other party and acknowledges that remedies other than injunctive relief may not be
adequate. Accordingly, each party has the right to seek equitable and injunctive relief without implementing the
dispute resolution procedures described in this Agreement to prevent the unauthorized possession, use, disclosure
or knowledge of any Confidential Information, as well as to such damages or other relief as is occasioned by such
unauthorized possession or use.

7.3 Notwithstanding this Article 7 or any other provision of this Agreement, the parties shall be free to refer
generally to the existence of this Agreement and the type of commercial relationships created hereby, provided no
disclosure of specific terms is made.

8. TERMINATION

8.1 This Agreement may be terminated as follows:

(a) immediately by Licensor upon providing notice to Licensee, if on three separate occasions during a 365 day
period, Licensee fails to pay any non-deferred fees and charges due and owing to Licensor within thirty (30) days
of receiving notice from Licensor of such default; or if Licensee otherwise fails to cure any other material breach
of this Agreement within thirty (30) days of receiving notice from Licensor of such default;

(b) by Licensee without further notice, if Licensor fails to cure any material breach of this Agreement within thirty
(30) days of receiving notice from Licensee of such default;

(c) by either party if:

(i) a receiver (unless the receivership order is vacated in thirty (30) days), trustee or bankruptcy or any other
similar officer (unless such person' appointment is vacated in thirty (30) days) is appointed to take charge of all or
any substantial part of the other party's business or property, or the business or property of its parent;

(ii) the other party or its parent commits an act of bankruptcy within the meaning of that term in the Bankruptcy
and Insolvency Act (Canada), or is petitioned into bankruptcy by a third party and such petition is not discharged
within thirty (30) days, or voluntarily petitions itself into bankruptcy.

8.2 LICENSEE'S OBLIGATIONS UPON TERMINATION

Upon expiration or termination of this Agreement for any reason, Licensee shall:

(a) pay any outstanding fees and charges owed to Licensor, including any fees in lieu of notice or fees for late
payment, within thirty (30) days after the date of termination;

(b) immediately discontinue use and distribution of the Software and Documentation and all intellectual property
of Licensor, unless otherwise permitted by Licensor ;

(c) at Licensor's sole discretion and direction, either return or destroy all copies of the Software, Documentation
and Confidential Information in Licensee's possession or control;

(d) notify all resellers and distributors of the termination of this Agreement and all rights and obligations
hereunder; and

(e) assign all end-user agreements and other license agreements with Clients and other sub-licensees to Licensor,
subject to approval and acceptance by Licensor.
                                                        -7-

8.3 LICENSOR'S OBLIGATIONS UPON TERMINATION

Upon expiration or termination of this Agreement for any reason, Licensor shall:

(a) promptly complete the performance of any Supplemental Services; and

(b) within thirty (30) days of either the date of termination or receipt of all fees and charges owed by Licensee to
Licensor under this Agreement, whichever is later, return or destroy all Confidential Information of Licensee in
Licensor's possession or control.

9. LICENSOR'S INTELLECTUAL PROPERTY RIGHTS

The Software, Releases, and each component part of the Software and Releases are the valuable, proprietary
intellectual property of Licensor. Licensee acknowledges that any and all of the trade-marks including "Acertus,"
logos, trade names and other trade indicia, copyrights, industrial designs, patents, trade secrets and other
intellectual property rights or embodied trade secrets in or in connection with the Software are and shall remain
the sole property of Licensor and/or its Affilliates. Licensee further acknowledges and agrees that ownership of
and title to the Software, Releases, and all subsequent copies thereof, regardless of the form or media, are held
by Licensor. OTHER THAN THE LIMITED RIGHTS GRANTED HEREIN THIS AGREEMENT DOES
NOT CONFER TO LICENSEE OR ANY OF ITS RESELLERS, DISTRIBUTORS, CLIENTS OR OTHER
SU-LICENSEES ANY INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE, RELEASES OR
ANY COMPONENT PARTS OF THE SOFTWARE OR RELEASES. THE SOFTWARE IS PROTECTED
BY COPYRIGHT LAWS AND APPLICABLE INTERNATIONAL COPYRIGHT TREATIES, AS WELL
AS OTHER RELEVANT INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS
LICENSED, NOT SOLD.

10. DISCLAIMER OF WARRANTIES

NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY IN THE AGREEMENT, LICENSOR
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR
BY OPERATION OF LAW, STATUTE, EQUITY OR OTHERWISE, IN RESPECT OF THE
SOFTWARE, DOCUMENTATION OR ANY ENHANCEMENTS OR RELEASES OR OTHER
MATERIALS OR THE PERFORMANCE OF THE MAINTENANCE, INCLUDING, BUT NOT LIMITED
TO, IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SATISFACTORY RESULTS,
OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE SHALL PERFORM ERROR FREE OR
WITHOUT INTERRUPTION, OR THAT IT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER
PROGRAM LIMITATIONS. LICENSEE ACKNOWLEDGES AND AGREES THAT EXISTENCE OF
ERRORS SHALL NOT CONSTITUTE A BREACH OF THIS LICENSE AGREEMENT. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS RESPECTIVE EMPLOYEES,
DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE
REPRESENTATIONS, WARRANTIES OR CONDITIONS IN CONNECTION WITH THE SOFTWARE
IN THIS AGREEMENT.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY
LIABILITY OF LICENSOR OR ITS SUPPLIERS FOR DIRECT DAMAGES EXCEED THE AMOUNT
PAID IN ROYALTIES FOR THE USE OF THE SOFTWARE IN THE YEAR IN WHICH THE CLAIM
AROSE, HOWSOEVER CAUSED, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
                                                        -8-

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL,
INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES
OR INVESTMENT OR THE LIKE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF BUSINESS,
COSTS OF CAPITAL, FINANCIAL LOSS OR PERSONAL INJURY, HOWEVER SUCH DAMAGES
ARE CAUSED, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPTING THEREFROM, IN ALL INSTANCES,
DAMAGES ARISING DUE TO THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A
PARTY.

12. INDEMNITY OF LICENSOR

LICENSEE SHALL BE LIABLE TO LICENSOR, AND, AS A SEPARATE AND INDEPENDENT
COVENANT, SHALL INDEMNIFY AND HOLD HARMLESS LICENSOR, ITS AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTS, AND EACH OF THEM
(COLLECTIVELY, THE "LICENSOR GROUP") FROM AND AGAINST ANY AND ALL CLAIMS,
CLAUSES OF ACTION, PROCEEDINGS, LOSSES, COSTS, LIABILITIES, DAMAGES AND
EXPENSES (INCLUDING LEGAL FEES ON A SOLICITOR AND HIS OWN CLIENT FULL
INDEMNITY BASIS) WHATSOEVER WHICH MAY BE BROUGHT AGAINST LICENSOR GROUP,
OR ANY OF THEM, OR WHICH ANY OF THEM MAY SUFFER, SUSTAIN, PAY OR INCUR,
ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH: (A) ANY AGREEMENT,
ARRANGEMENT OR SOFTWARE LICENSE AND/OR MAINTENANCE AGREEMENT BETWEEN
LICENSEE AND ITS RESELLERS, DISTRIBUTORS AND CLIENTS FOR THE SOFTWARE AND (B)
CLAIMS BY THIRD PARTIES THAT THE SOFTWARE INFRINGES SUCH THIRD PARTY RIGHTS
AS A RESULT OF: 1. CHANGES MADE TO THE SOFTWARE IN ACCORDANCE WITH LICENSEE'S
WRITTEN SPECIFICATIONS OR USE OF ITS DATA; 2. LICENSEE'S USE OF THE SOFTWARE IN
COMBINATION WITH ANY PRODUCTS NOT SUPPLIED OR RECOMMENDED BY LICENSOR; 3.
LICENSEE OR ITS CLIENTS' USE OF THE SOFTWARE CONTRARY TO THE DOCUMENTATION;
4. LICENSEE OR CLIENTS' FAILURE TO USE THE MOST CURRENT VERSION OF THE
SOFTWARE WITHIN A REASONABLE TIME AFTER BEING INSTRUCTED TO DO SO TO AVOID
AN INFRINGEMENT CLAIM; 5. LICENSEE OR ITS RESELLERS, DISTRIBUTORS OR CLIENTS, OR
ANY OTHER THIRD PARTY MODIFYING OR ALTERING THE SOFTWARE IN ANY WAY; OR 6.
LICENSEE'S IMPROPER INSTALLATION OR USE OF THE SOFTWARE OR THIRD PARTY
SOFTWARE OR BREACH OF ANY TERMS AND CONDITIONS IN ANY THIRD PARTY
SOFTWARE LICENSE AGREEMENTS.

13. GENERAL

13.1 FORCE MAJEURE

Neither party shall be responsible for any failure to comply with any of the terms of this Agreement where such
failure is directly or indirectly caused by or results from events of force majeure beyond the control of either
party. These events shall include, but not be limited to, civil disturbances, war, rationing, embargoes, acts of God,
or acts of Government, but lack of finances shall in no event be deemed to be a cause beyond a party's control.

13.2 FURTHER ASSURANCES

The parties shall with reasonable diligence hold all meetings, perform all acts, execute and deliver all documents
and instruments, do all such things and provide all such reasonable assurances as may be reasonably necessary or
desirable to give effect to the provisions of this Agreement.

13.3 ASSIGNMENT

This Agreement shall be binding upon and enure to the benefit of the parties to this Agreement and their
respective successors and permitted assigns. Licensee shall not assign this Agreement or any part thereof without
first obtaining the written consent of Licensor, which consent shall not be unreasonably withheld. The parties
agree that any attempt by Licensee to assign any part of this Agreement without prior written consent of Licensor
shall be void ab initio. Licensor may assign this Agreement or any part thereof at any time without Licensee's
consent.
                                                          -9-

13.4 INDEPENDENT CONTRACTOR

No relationship of principal and agent will exist between Licensee and Licensor. The parties will remain at all
times independent contractors. In no event will either party's staff or subcontractors be considered agents or
employees of the other party's. Licensor will at all times continue to be liable to Licensee for all of its obligations
and liabilities in respect of this Agreement.

13.5 AMENDMENT, WAIVER OR MODIFICATION

This Agreement may not be amended except by written instruments signed by Licensee and Licensor. No
indulgence or forbearance by either party under this Agreement shall be deemed to constitute a waiver of its
rights to insist on performance in full and in a timely manner of all covenants under this Agreement and any such
waiver, in order to be binding upon a party must be expressed and in writing and signed by such party and then
such waiver shall be effective only in the specific instance and for the purpose for which it is given. No waiver of
any term, condition or covenant by either party shall be deemed to be a waiver by such party if its rights to
require full and timely compliance with the same term, condition or covenant there after, or if any other term,
covenant or condition of this Agreement at anytime.

13.6 ENTIRE AGREEMENT

This Agreement comprises the complete and exclusive statement of the agreement between Licensee and
Licensor, and supersedes all proposals, oral or written, and all other communications between the parties relating
to the subject matter of this Agreement.

13.7 SURVIVABILITY

The provisions of Sections 7, 8.2, 8.3, 9, 10, 11, 12 and 13 shall survive termination of this Agreement,
howsoever caused.
                                                      -10-

13.8 APPLICABLE LAW

This License Agreement shall be subject to, construed by and enforced in accordance with the laws of the
Province of Alberta, Canada, and the parties do hereby irrevocably submit and attorn to the jurisdiction of the
courts of the Province of Alberta for all matters arising out of or in connection with this Agreement.

This Agreement executed as of the date first written above.

             SECURAC TECHNOLOGIES INC.                   SECURAC INC.

             Per:     /s/ Paul James Hookham             Per: /s/ Terry W. Allen
                     ----------------------------             -------------------------------

             Name:    Paul James Hookham                 Name: Terry W. Allen
                     ----------------------------             -------------------------------

             Title: Chief Financial Officer              Title: Chief Executive Officer
                   ----------------------------               -------------------------------
EXHIBIT 10.3

                                      LOAN CONVERSION LETTER

                                                October 29, 2004

Securac Corp.
2500, 520-5th Avenue SW
Calgary, Alberta T2P 1V6

Re: Loan Conversion

Ladies and Gentlemen:

Reference is made to that certain loan in the aggregate principal amount of $175,000 (US), provided by the
undersigned to Securac Inc., an Alberta corporation, on October 30 and November 28, 2003 (the "Loan"). The
loan bears no interest and is repayable on demand. The Loan was not made pursuant to a written agreement, and
no promissory note was issued by the borrower in connection with the Loan.

The undersigned hereby agrees to convert the full amount of the loan to shares of common stock, $.01 par value,
of Securac Corp., a Nevada corporation (the "Company") and parent of Securac Inc., at the rate of $.50 (US)
per share, for an aggregate of 350,000 shares (the "Subscribed Shares"). In connection with the conversion, the
undersigned will also receive, for no additional consideration, warrants to purchase a like number of shares of
common stock of the Company, exercisable at an exercise price of $.75 per share (US) and expiring on the
second anniversary of the date of this letter. The conversion will occur on the date hereof, subject to approval of
the Board of Directors of Securac Corp. Effective upon issuance and delivery to the undersigned of a stock
certificate evidencing 350,000 shares of common stock of Securac Corp. and the related warrant certificate, the
undersigned and its directors, management, shareholders and affiliates from and against any and all claims and
liabilities in connection with the Loan.

The Company agrees to include the Subscribed Shares and shares underlying the related warrants in the next
registration statement on Form SB-2 filed by the Company for the resale of shares held by existing
securityholders; provided, however, that the Company's obligation hereunder shall be subject to the undersigned
and its affiliates providing the Company with such information and agreements, including a lock-up agreement, as
the Company may, in its sole discretion, require of shareholders generally whose shares are included in such
registration statement.

2. Representations and Warranties of Undersigned:

2.1. The undersigned hereby acknowledges, represents and warrants to Securac Inc. and Securac Corp.:
2.1.1.The undersigned is acquiring the Subscribed Shares and related warrants for the undersigned's own
account, for investment purposes only, and not with a view to or for or in connection with the resale or public
distribution thereof, in whole or in part.

2.1.2.The undersigned has read carefully the definition of "Accredited Investor" contained in Exhibit A hereto.
The undersigned meets the standards of an "Accredited Investor" set forth under Rule 501(a) of Regulation D
under the Act and has such knowledge and experience in financial and business matters that the undersigned is
capable of evaluating the merits and risks of an investment in the Company. The undersigned will promptly notify
the Company in the event that prior to the full exercise or expiration of the aforementioned warrants the foregoing
representation ceases to be accurate.

2.1.3.Undersigned has the knowledge and experience to evaluate the Company and the risks and merits relating
thereto.

2.1.4.Undersigned understands the terms of the Loan conversion and is not relying on any summary term sheet
that may have been provided by the Company or any other person.

2.1.5.Undersigned has been given the opportunity to ask questions of, and receive answers from, the Company
concerning the Company and other matters pertaining to this investment, and to obtain any additional information
requested.

2.1.6.Undersigned has determined that the Subscribed Shares and related warrants are a suitable investment and
that at this time the undersigned can bear a complete loss of the investment.

2.1.7.Undersigned understands that (i) although the Company's common stock is quoted on the NASD OTC
Bulletin Board, trading in such stock is extremely illiquid and volatile and there can be no assurance that the
market for such stock will improve,
(ii) the Subscribed Shares and any shares issued upon exercise of the warrants will be subject to substantial
restrictions on transferability and resale under state and federal securities laws and pursuant to the provisions
hereof, (iii) the certificates representing the Subscribed Shares and related warrants will bear a Securities Act
restrictive legend in such form as is typically used by the Company, and (iv) the undersigned may be unable to
liquidate an investment in the Company and, therefore, should be prepared to bear the economic risk of an
investment in the Company for an indefinite period.

2.1.8.The address set forth below is the undersigned's true domicile. Any required governmental filings or
consents necessary for, or required to be made in connection with, the offer and sale of the Subscribed Shares to
the undersigned have been made.

2.1.9.The execution, delivery and performance under this agreement does not conflict with any rule, regulation,
judgment or agreement applicable to the undersigned.
Sincerely,

                            /s/ Peter Rochow
                            -----------------------------
                            Douglas Park Capital Ltd.
                            Suite 2750, Sun Life Plaza II
                            140 - 4th Avenue, SW
                            Calgary, Alberta
                            T2P 3N3




Acknowledged and Agreed:

SECURAC CORP.

                           By: /s/ Paul James Hookham
                           Name: Paul James Hookham
                           Title:   Chief Financial Officer
                                                     EXHIBIT A

                                          Investor Suitability Standards

An "accredited investor", as defined in Rule 501(a) promulgated under the Securities Act of 1933, means:

(1) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other
institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in
Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section 2(a)(48) of that Act; a Small Business
Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee
Retirement Income Preferred Stock Act of 1974 ("ERISA"), if the investment decision is made by a plan
fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance
company, or registered investment advisor, or if the employee benefit plan has total assets in excess of
$5,000,000 or, is a self-directed plan, with the investment decisions made solely by persons that are accredited
investors;

(2) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of
1940;

(3) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or
similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets
in excess of $5,000,000;

(4) A director or executive officer of the Company;

(5) A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of such
person's purchase of the Shares exceeds $1,000,000;
(6) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of $300,000 in each of those years and which has a reasonable
expectation of reaching the same income level in the current year;

(7) A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares,
whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or

(8) An entity in which all of the equity owners are "accredited investors" under one or more of the foregoing
categories.
EXHIBIT 10.4

                                           LEASE OF OFFICE SPACE

This Lease made as of June 30, 2003.

BETWEEN:
CONSOLIDATED PROPERTIES (520 - 5TH AVENUE) LTD.

                                      (hereinafter referred to as the "Landlord")

                                                        -and -

                                PARADIGM GEOPHYSICAL CANADA LTD.

                                       (hereinafter referred to as the "Tenant")

IN CONSIDERATION of the mutual covenants hereinafter contained, the Landlord and the Tenant hereby
agree as follows:

                                                   ARTICLE 1
                                                  DEFINITIONS

1.1 DEFINITIONS

In this Lease:

(a) "Annual Rent" means the amount payable by Tenant to Landlord in respect of each year of the Term or any
portion thereof under Article 4.1;

(b) "Area A Premises" means those premises containing approximately 8,076 square feet of Rentable Area on
the 25th floor of the Building and cross-hatched in black on the plan attached as Schedule A;

(c) "Area A Premises Commencement Date" means October 1, 2003;

(d) "Area B Premises" means those premises containing approximately 8,025 square feet of Rentable Area on the
6th floor of the Building and cross-hatched in black on the plan attached as Schedule A-l;

(e) "Area B Premises Commencement Date" means October 1, 2003;

(f) "Area C Premises" means those premises containing approximately 4,000 square feet of Rentable Area on the
6th floor of the Building and outlined in heavy black on the plan attached as Schedule A-l;

(g) "Area C Premises Commencement Date" means April 1, 2005;

(h) "Architect" means such firm of professional architects, engineers or surveyors as the Landlord may select from
time to time engaged for preparation of construction drawings for the Building or for general supervision of
architectural and engineering aspects and operations thereof or for the measurement of the Building of part or
parts thereof and includes any consultant(s) from time to time appointed by Landlord or the Architect whenever
such consultant(s) is acting within the scope of his appointment and specialty;

(i) "Article" means an article of this Lease;
(j) "BOMA Standard" means the American National Standard Method for Measuring Floor Area in Office
Buildings (ANSI/BOMA Z65.1-1996);

(k) "Building" means the office building known as 520 - 5th Avenue S.W., Calgary, Alberta, in which the
Premises are located and which is situate on the Land;

(1) "Commencement Date" means, collectively the Area A Premises Commencement Date, the Area B Premises
Commencement Date and the Area C Premises Commencement Date;

(m) "Common Areas" means at any time those portions of the Land and Building which are provided to be used
in common by (or by the subleases, agents, employees, customers or licensees of) Landlord, Tenant, and other
tenants of the Building, whether or not the same are open to the general public, and shall include any fixtures,
chattels, systems, decor, signs, facilities, or landscaping contained therein or maintained or used in connection
therewith, and shall be deemed to include the city sidewalks adjacent to the Land and pedestrian walkway
system, park, or other public facility in respect of which Landlord is from time to time subject to obligations in its
capacity as owner or tenant of the Land and/or Building. All expenses incurred by Landlord in maintenance and
operation of Common Areas shall be included in the definition of "Operating Expenses" set forth in Schedule C;

(n) "Environmental Claim" means all claims, losses, costs, expenses, fines, penalties, payments and/or damages
(including, without limitation, all solicitors' fees and disbursements on a solicitor and his own client basis) relating
to, arising out of, resulting from or in any way connected with the presence of any Hazardous Substance at the
Premises or the Land or Building, including, without limitation, all costs and expenses of any investigation,
remediation, restoration or monitoring of the Premises, the Land or Building and/or any property adjoining or in
the vicinity of the Land or Building required or mandated by Environmental Law;

(o) "Environmental Law" means any law, by law, order, ordinance, ruling, regulation, certificate, approval, policy,
guideline, consent or directive of any applicable federal, provincial or municipal government, governmental
department, agency or regulatory authority or any Court of competent jurisdiction, as well as any common law
obligations or requirements, relating to environmental or health and safety matters and/or regulating the
generation, import, storage, distribution, labeling, sale, use, handling, transport or disposal of any Hazardous
Substance which may be in force from time to time;

(p) "Fiscal Year" means a twelve month period (all or part of which falls within the Term) from time to time
determined by Landlord, at the end of which Landlord's books in respect of the Building are balanced for
auditing and/or taxation purposes;

(q) "Hazardous Substance" means:

(i) any material or substance declared or deemed to be hazardous, deleterious, caustic, dangerous, a dangerous
good, toxic, a contaminant, a waste, a source of a contaminant, a pollutant or toxic under any Environmental
Law;

                                                            2
(ii) any solid, liquid, gas or odour or combination of any of them that, if emitted into the air, would create or
contribute to the creation of a condition of the air that:

(1) endangers the health, safety or welfare of persons or the health of animal life;

(2) interferes with normal enjoyment of life or property; or

(3) causes damage to plant life or to property; and

(iii) any substance which is hazardous to the environment, including persons or property and includes, without
limiting the generality of the foregoing, the following:

(1) radioactive materials;

(2) explosives;

(3) any substance that, if added to any water, would degrade or alter or form part of a process of degradation or
alteration of the quality of that water to the extent that it is detrimental to its use by man or by any animal, fish or
plant.

(r) "Land" means those lands located in the City of Calgary, in the Province of Alberta, and having a legal
description as set out in Schedule B;

(s) "Lease" means this lease, any schedules and riders attached hereto, and every properly executed instrument
which by its terms amends, modifies or supplements this lease;

(t) "Leasehold Improvements" has the meaning given in Schedule E;

(u) "Major Vertical Penetrations" shall mean stairs, elevator shafts, flues, pipe shafts, vertical ducts, and the like,
and their enclosing walls, which serve more than one floor of the Building, but shall not include stairs, dumb-
waiters, lifts, and the like, exclusively serving a tenant occupying a portion of the Building;

(v) "Occupancy Costs" means amounts payable by Tenant to Landlord under Article 4.2 and defined in Schedule
C;

(w) "Premises" means, collectively, the Area A Premises, the Area B Premises and the Area C Premises;

(x) "Rent" means the aggregate of all amounts payable by Tenant to Landlord under this Lease;

(y) "Rentable Area" of the Premises, the Building or any portion thereof means such area measured in accordance
with the BOMA Standard;

(z) "Schedule A" means the plan(s) attached hereto as Schedule A;

(aa) "Schedule A-1" means the plan(s) attached hereto as Schedule A-1;

(bb) "Schedule B" means the legal description of the Lands as described in Schedule B attached hereto;

                                                           3
(cc) "Schedule C" means the provisions relating to Occupancy Costs and other matters attached hereto as
Schedule C;

(dd) "Schedule D" means the rules and regulations attached hereto as Schedule D;

(ee) "Schedule E" means the tenant's improvements and allowances attached hereto as Schedule E;

(ft) "Schedule F" means the Landlord's Work and Tenant's Work attached hereto as Schedule F;

(gg) "Tenant's Work" means the tenant's work described in Schedule F; and

(hh) "Term" means the period of time set out in Article 3.1.

                                                ARTICLE 2
                                              GRANT OF LEASE

2.1 GRANT

In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the
Tenant to be paid, observed and performed, Landlord hereby demises and leases the Premises to Tenant, and
Tenant hereby leases and accepts the Premises from Landlord, to have and to hold during the Term, subject to
the terms and conditions of this Lease.

2.2 QUIET ENJOYMENT

Landlord covenants to provide the Tenant with quiet enjoyment and possession of the Premises during the Term,
subject to the terms and conditions of this Lease.

2.3 COVENANTS OF LANDLORD AND TENANT

Landlord covenants to observe and perform all of the terms and conditions to be observed and performed by
Landlord under this Lease including the terms and conditions contained in Schedule E hereto. Tenant covenants
to pay the Rent when due under this Lease, and to observe and perform all of the terms and conditions to be
observed and performed by Tenant under this Lease including the terms and conditions contained in Schedule E
hereto.

                                              ARTICLE 3
                                         TERM AND POSSESSION

3.1 TERM

                  Notwithstanding Articles 3.2 and 3.3, the Term of this Lease shall be:

(a) for the Area A Premises, 5 years and 3 months beginning on the Area A Premises Commencement Date and
ending on December 31,2008;

(b) for the Area B Premises, 1 year and 6 months beginning on the Area B Premises Commencement Date and
ending on March 31,2005; and

(c) for the Area C Premises, 3 years and 9 months beginning on the Area C Premises Commencement Date and
ending on December 31,2008; unless terminated earlier as provided in this Lease.

                                                         4
3.2 EARLY OCCUPANCY AND FIXTURING PERIOD

The Tenant shall be permitted by the Landlord to occupy the Area A Premises prior to the Commencement Date
but in no event earlier than September 1, 2003 for the purpose of completing its leasehold improvements (the
"Fixturing Period") if the Tenant has executed this Lease in the form approved by the Landlord, the Landlord is
able to secure vacant possession of the Area A Premises, the Landlord has given its written consent to such
occupancy and the Tenant has provided evidence of insurance showing compliance with the insurance
requirements of this Lease. During this Fixturing Period, the Tenant will not be required to pay Annual Rent or
Occupancy Costs, however, all other terms and conditions of this Lease shall apply, except where clearly
inappropriate.

3.3 DELAYED POSSESSION

If Landlord is delayed in delivering possession of all or any portion of the Premises to Tenant on or before the
Commencement Date, then unless such delay is principally caused by or attributable to Tenant, its servants,
agents or independent contractors the date on which the Premises are to be made available to the Tenant and the
obligation of the Tenant to pay Annual Rent and Occupancy Costs shall be postponed for a period equal to the
duration of the delay. This Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss
or damage resulting from any delay in delivering possession of the Premises to Tenant, and the deferment of the
obligation of the Tenant to pay Annual Rent and Occupancy Costs shall be accepted by the Tenant as full
compensation for any such delay. If any delay in the completion of the Landlord's Work is attributable to Tenant,
its servants, agents or independent contractors, the obligation of Tenant to pay Annual Rent and Occupancy
Costs shall not be deferred and the time period for completion of Landlord's Work (but not the expiry date of the
Term) shall be extended for a reasonable period which shall not in any event be less than a period corresponding
to such delay.

3.4 ACCEPTANCE OF PREMISES

Taking possession of all or any portion of the Premises by Tenant shall be conclusive evidence as against Tenant
that the Premises or such portion thereof are in satisfactory condition on the date of taking possession, subject
only to latent defects and to deficiencies (if any) listed in writing in a notice delivered by Tenant to Landlord within
seven (7) days after the later of the date of taking possession or the Commencement Date.

                                              ARTICLE 4
                                      RENT AND OCCUPANCY COSTS

4.1 ANNUAL RENT

The Tenant shall pay to the Landlord as Annual Rent for the Premises the following:

(a) for the Area A Premises, the sum of $137,292.00 plus GST per annum in respect of the Term payable in
advance and without notice or demand in monthly installments of $11,441.00 plus GST each on the Area A
Premises Commencement Date and on the first day of each calendar month thereafter during the period, based
on a net charge of $17.00 plus GST per square foot of the Rentable Area of the Area A Premises;

(b) for the Area B Premises, the sum of $124,387.50 plus GST per annum in respect of the Term payable in
advance and without notice or demand in monthly installments of $10,365.63 plus GST each on the Area B
Premises Commencement Date and on the first day of each calendar month thereafter during the period, based
on a net charge of $15.50 plus GST per square foot of the Rentable Area of the Area B Premises; and

                                                           5
(c) for the Area C Premises, the sum of $62,000.00 plus GST per annum in respect of the Term payable in
advance and without notice or demand in monthly installments of $5,166.67 plus GST each on the Area C
Premises Commencement Date and on the first day of each calendar month thereafter during the period, based
on a net charge of $15.50 plus GST per square foot of the Rentable Area of the Area C Premises.

Notwithstanding the foregoing and so long as the Tenant is not in default of its obligations under this Lease, for
the months of April, May and June, 2005, the Tenant will not be liable for Annual Rent for the Premises but the
Tenant shall remain liable for Occupancy Costs during this period.

In the event that the Tenant shall fail to pay any one installment strictly on the due date, the Landlord may, without
prejudice to the Landlord's rights, require the Tenant to furnish the Landlord with a series of post-dated cheques
covering the next 12 installments of Annual Rent and payable on due dates of such installments and the Tenant
shall forthwith, upon request, deliver such cheques to the Landlord.

The Premises shall be measured by a licensed interior designer, surveyor or Architect in accordance with the
BOMA Standard within a reasonable time after occupancy by the Tenant, at the Landlord's discretion, and the
licensed interior designer's, surveyor's or Architect's certificate, as to the Rentable Area of the Premises, shall be
conclusive. The Landlord shall deliver a copy of the licensed interior designer's, surveyor's or Architect's
certificate to the Tenant forthwith upon receipt of same and the above rentals shall be appropriately adjusted, if
necessary, retroactively to the Commencement Date of the Term of the Lease. If at any time or times during the
Term of this Lease, the Landlord changes, modifies or alters the Common Areas or any part of them, which
change, modification or alteration results in a reduction or increase to the Rentable Area of the Premises, the
Landlord shall, upon remeasurement by a licensed interior designer, surveyor or the Architect in accordance with
the BOMA Standard, deliver a copy of the licensed interior designer's, surveyor's or Architect's certificate to the
Tenant as to the Rentable Area of the Premises, which licensed interior designer's, surveyor's or Architect's
certificate shall be conclusive and the above rentals shall be appropriately adjusted, retroactively to the date of
completion of such change, modification or alteration to the Common Areas or part thereof.

4.2 OCCUPANCY COSTS

Tenant shall pay to Landlord, at the times and in the manner provided in Article 4.6, the Occupancy Costs (if
any) determined under Schedule C. The Occupancy Costs are estimated to be $9.74 per rentable square foot
per annum for 2003 without representation or warranty or liability on the part of the Landlord.

4.3 OTHER CHARGES

Tenant shall pay to Landlord, at the times and in the manner provided in this Lease or, if not so provided, as
reasonably required by Landlord, all amounts (other than that payable under Articles 4.1 and 4.2) which are
payable by Tenant to Landlord under this Lease.

4.4 PAYMENT OF RENT-GENERAL

All amounts payable by Tenant to Landlord under this Lease shall be deemed to be Rent and shall be payable
and recoverable as Rent in the manner herein provided, and Landlord shall have all rights against Tenant for
default in any such payment as in the case of arrears of Rent. Rent shall be paid to

                                                          6
Landlord, without deduction or set-off; in legal tender of the jurisdiction in which the Building is located, at the
address of Landlord as set forth in this Lease, or to such other person or at such other address as Landlord may
from time to time designate in writing. Tenant's obligation to pay Rent shall survive the expiration or earlier
termination of this Lease.

4.5 PARTIAL MONTH'S RENT

If the Commencement Date is a day other than the first day of a calendar month, the installment of Annual Rent
payable on the Commencement Date shall be that proportion of Annual Rent which the number of days from the
Commencement Date to the last day of the month in which the Commencement Date falls bears to
365. If the Term ends on a day other than the last day of a calendar month, the installment of Annual Rent
payable on the first day of the last calendar month of the Term shall be that proportion of Annual Rent which the
number of days from the first day of such last calendar month to the last day of the Term bears to 365.

4.6 PAYMENT - OCCUPANCY COSTS

(a) Prior to the Commencement Date and to the beginning of each Fiscal Year thereafter, the Landlord shall
compute and deliver to the Tenant a bona fide estimate in writing of the Occupancy Costs for the following Fiscal
Year or portion thereof, if applicable. Without further notice or demand, the Tenant shall pay to the Landlord the
amount of the Occupancy Costs in equal monthly installments, in advance, over the Fiscal Year or portion
thereof, simultaneously with the Tenant's payments on account of Annual Rent.

(b) The Landlord shall deliver to the Tenant, as soon as practicable following the end of each Fiscal Year, a
written statement, setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year. If the
total monthly installments of Occupancy Costs actually paid by the Tenant to the Landlord during the Fiscal Year
is lower than the amount of the Occupancy Costs payable for the Fiscal Year under Schedule C, the Tenant shall
pay to the Landlord the difference within 30 days after the date on which such statement is received by the
Tenant and if the total monthly installments of Occupancy Costs actually paid by the Tenant to the Landlord
during the Fiscal Year is greater than the amount of the Occupancy Costs payable for the Fiscal Year under
Schedule C, the Landlord shall credit the difference against the Occupancy Costs for the current Fiscal Year and
the monthly installments payable in respect of same shall be reduced accordingly.

(c) Tenant shall, at its expense, have the right, at any time within 90 days after a statement prepared and certified
to be correct by an officer of the Landlord of the actual Occupancy Costs for a particular Fiscal year, to examine
the Landlord's books and records relating to the determination of such Occupancy Costs.

(d) Neither party may claim a re-adjustment in respect of Occupancy Costs for a Fiscal Year if based upon any
error of computation or allocation except by notice delivered to the other party within 6 months after the date of
delivery of the statement.

4.7 INTENT AND ADJUSTMENT FOR VACANCIES

It is the stated purpose and intent of the Landlord and Tenant that this Lease shall be fully net to the Landlord and
if there are any vacancies in the Building during any Fiscal Year and because of such vacancies actual Occupancy
Costs are less than they would have been if the Building were fully rented, then

                                                          7
for the purpose of determining the amount payable by the Tenant under this Article 4 and Schedule C, actual
Occupancy Costs for the relevant accounting period shall be increased by the amount of any saving in
Occupancy Costs for such period attributable to such vacancies (as determined by the Landlord acting
reasonably) and any reference to Occupancy Costs in this Article 4 shall be deemed to refer to Occupancy Costs
as so increased.

4.8 SECURITY DEPOSIT

The Landlord acknowledges receipt from the Tenant of the sum of $32,100.00, as partial consideration for this
Lease and such sum shall be held and applied by the Landlord without liability for interest towards the first and
last month's installments of Annual Rent and Occupancy Costs including G.S.T. In the event the Tenant becomes
in default under the terms of this Lease the Landlord shall be entitled to retain the deposit paid hereunder on
account of the Landlord's liquidated damages and not as a penalty, provided that such retention shall be without
prejudice to the Landlord's right to seek further and other remedies as it may be entitled to under law. If the entire
security deposit or any portion thereof is applied by the Landlord towards the payment of overdue Rent prior to
the expiration of the Term, then the Tenant shall, on written demand of the Landlord, forthwith remit to the
Landlord such sum as is sufficient to restore such security deposit to its original amount. The Landlord may
deliver the deposit to any purchaser of the Landlord's interest in the Building and the Landlord shall thereby be
discharged of any further liability with respect to such deposit. The Landlord may commingle the deposit with its
own funds and shall not hold the deposit as a trustee.

                                                 ARTICLE 5
                                              USE OF PREMISES

5.1 USE

The Premises shall be used and occupied only as business offices for the business of Tenant as initially conducted
in the Premises or for such other purposes as Landlord may specifically authorize in writing.

5.2 COMPLIANCE WITH LAWS

The Premises shall be used and occupied in a safe, careful and proper manner so as not to contravene any
present or future governmental or quasi-governmental laws in force or regulations or orders. If due solely to
Tenant's use of the Premises, improvements are necessary to comply with any of the foregoing or with the
requirements of insurance carriers, Tenant shall pay the entire cost thereof.

5.3 ABANDONMENT

Tenant shall not vacate or abandon the Premises at any time during the Term without Landlord's written consent.

5.4 NUISANCE

Tenant shall not cause or maintain any nuisance in or about the Premises, and shall keep the Premises free of
debris, rodents, vermin and anything of a dangerous, noxious or offensive nature or which could create a fire
hazard (through undue load on electrical circuits or otherwise) or undue vibration, heat or noise.

                                                          8
                                    ARTICLE 6
           SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD

6.1 OPERATION OF BUILDING

During the Term Landlord shall operate and maintain the Building in accordance with standards from time to time
prevailing for first-class office buildings in the area in which the Building is located and, subject to participation by
Tenant by payment of Occupancy Costs under Article 4.2 shall provide the services set out in Articles 6.2 and
6.3.

6.2 SERVICES TO PREMISES

Landlord shall arrange for the provision of:

(a) heat, ventilation and air conditioning (if included in building standard) as required for the comfortable use and
occupancy of the Premises during normal business hours;

(b) janitor services, including window washing, as reasonably required to keep the Premises in a clean and
wholesome condition;

(c) electric power for normal lighting and small business office equipment (but not equipment using amounts of
power disproportionate to that used by other tenants in the Building);

(d) replacement of building standard fluorescent tubes, light bulbs and ballasts as required from time to time at
Tenant's sole cost as a result of normal usage, to the extent of Landlord's original lamping allowance to Tenant;
and

(e) maintenance, repair, and replacement as set out in Article 6.4.

6.3 BUILDING SERVICES

Landlord shall provide in the Building:

(a) domestic hot and cold (or temperate) running water and necessary supplies in washrooms sufficient for the
normal use thereof by occupants in the Building;

(b) elevator or escalator service for access to and egress from the Premises;

(c) heat, ventilation, air conditioning, lighting, electric power, domestic hot and cold (or temperate) running water,
and janitor service in the Common Areas;

(d) a general directory board on which Tenant shall be entitled to have its name shown, but the Landlord shall
have exclusive control thereof and of the area thereon to be allocated to each tenant; and

(e) maintenance, repair, and replacement as set out in Article 6.4.

                                                            9
6.4 MAINTENANCE, REPAIR AND REPLACEMENT

Landlord shall operate, maintain, repair and replace the systems, facilities and equipment necessary for the proper
operation of the Building and for provision of Landlord's services under Articles 6.2 and 6.3 (except such as may
be installed by or be the property of Tenant), and shall be responsible for and shall expeditiously maintain and
repair the foundations, structure and roof of the Building provided that:

(a) if all or part of such systems, facilities and equipment are destroyed, damaged or impaired, Landlord shall
have a reasonable time in which to complete the necessary repair or replacement, and during that time shall be
required only to maintain such services as are reasonably possible in the circumstances;

(b) Landlord may temporarily discontinue such services or any of them at such times as may be necessary due to
causes beyond the reasonable control of Landlord;

(c) Landlord shall use reasonable diligence in carrying out its obligations under this Article 6.4, but shall not be
liable under any circumstances for any consequential damage to any person or property for any failure to do so;

(d) no reduction or discontinuance of such services under this Article
6.4 (a) or (b) shall be construed as an eviction of Tenant or (except as specifically provided in this Lease) release
Tenant from any obligation of Tenant under this Lease; and

(e) nothing contained herein shall derogate from the provisions of Article 16.

6.5 ADDITIONAL SERVICES

(a) If from time to time requested in writing by Tenant and to the extent that it is reasonably able to do so
Landlord shall provide in the Premises services in addition to those set out in Article 6.2, provided that Tenant
shall within ten days of receipt of any invoice for any such additional service pay Landlord therefore at such
reasonable rates as Landlord may from time to time establish.

(b) Tenant shall not without Landlord's written consent install in the Premises equipment (including telephone
equipment) which generates sufficient heat to affect the temperature otherwise maintained in the Premises by the
air conditioning system as normally operated. Landlord may install supplementary air conditioning units, facilities
or services in the Premises, or modify its air conditioning system, as may in Landlord's reasonable opinion be
required to maintain proper temperature levels and Tenant shall pay Landlord within ten days of receipt of any
invoice for the cost thereof, including installation, operation and maintenance expense.

(c) If Landlord shall from time to time reasonably determine that the use of electricity or any other utility or
service in the Premises is disproportionate to the use thereof by other tenants, Landlord may separately charge
Tenant for the excess costs attributable to such disproportionate use. At Landlord's request, Tenant shall install
and maintain at Tenant's expense, metering devices for checking the use of any such utility or service in the
Premises. The Tenant shall not be permitted to engage any person to provide any utility service to the Premises.

                                                         10
6.6 ALTERATIONS BY LANDLORD

Landlord may from time to time:

(a) make repairs, replacements, changes or additions to the structure, systems, facilities and equipment in the
Premises where necessary to serve the Premises or other parts of the Building;

(b) make changes in or additions to any part of the Building not in or forming part of the Premises; and

(c) change or alter the location of Common Areas of the Building, provided that in doing so Landlord shall not
disturb or interfere with Tenant's use of the Premises and operation of its business any more than is reasonably
necessary in the circumstances and shall repair any damage to the Premises caused thereby.

6.7 ACCESS BY LANDLORD

Tenant shall permit Landlord to enter the Premises outside normal business hours, and during normal business
hours in case of an emergency or where such will not unreasonably disturb or interfere with Tenant's use of the
Premises and operation of its business, to examine, inspect, and show the Premises to persons wishing to lease
them, to provide services or make repairs, replacements, changes or alterations as set out in this Lease, and to
take such steps, as Landlord may deem necessary for the safety, improvement or preservation of the Premises or
the Building. Landlord shall whenever possible consult with or give reasonable notice to Tenant prior to such
entry, but no such entry shall constitute an eviction or entitle Tenant to any abatement of Rent.

6.8 RELOCATION

The Landlord shall have the right, at any time during the Term, to relocate the Tenant anywhere within the
Building, upon giving the Tenant 30 days written notice. The relocated premises shall be of a similar type, size and
quality to the existing Premises. The Tenant shall provide the Landlord with a written estimate of the Tenant's
reasonable moving expenses, 30 days prior to the date of relocation. The Landlord shall have the option of:

(a) reimbursing the Tenant for reasonable moving expenses within 30 days following the presentation of invoices
by the Tenant; or

(b) making suitable arrangements for moving the Tenant at the Landlord's expense.

The Landlord shall, by written notice to the Tenant, elect one of the two options 15 days prior to the date of
relocation.

The Landlord shall not be liable for:

(a) any damage to the Tenant's property occurring as a result of the relocation if the Tenant affects the move; and

(b) any loss suffered by the Tenant as a result of business interruption of the Tenant occurring as a result of the
relocation.

                                                         11
The relocation shall be effective on the date stated in the Landlord's notice and the Tenant shall complete its move
in one (1) weekend. In the event the Landlord relocates the Tenant to such new space, this Lease and each and
all of its terms, covenants and conditions shall remain in full force and effect and be deemed applicable to such
new space save and except:

(a) the right of first refusal or right of first offer, if any, and

(b) the location and size of the Premises which shall be in accordance with the appropriate floor plan.

Upon the relocation taking place, the Annual Rent per square foot for the new space shall be the same Annual
Rent per square foot as for the Premises and this Lease will be amended accordingly. If the Tenant refuses, fails
or neglects to relocate to such new space on or before the date stated in the Landlord's notice then the Tenant
shall be responsible and liable for all costs, expenses and damages suffered by the Landlord as a result of the
Tenant's refusal, failure, or neglect of such relocation and in addition to the Landlord's right of recovery against
the Tenant for such costs, expenses and damages, the Landlord shall have the right, at its sole option and
discretion, to terminate this Lease upon 10 days written notice to the Tenant, such termination right to be
exercised by the Landlord any time after the date set by the Landlord for such relocation as aforesaid

The Landlord's exercise of its rights under this Article 6.8 does not constitute a re-entry or breach of the
Landlord's covenant for quiet enjoyment.

6.9 ENERGY CONSERVATION AND SECURITY POLICIES

Landlord shall be deemed to have observed and performed those things required to be observed and performed
pursuant to the terms of this Lease, including those relating to the provision of utilities and services, if in doing so it
acts in accordance with a directive, policy or request of a governmental or quasi-governmental authority serving
the public interest in the field of energy conservation or security.

6.10 LANDLORD'S WORK

It is understood and agreed that the Tenant has entered into this Lease on the express understanding that the
Landlord's Work, as defined in Schedules E and F in respect of the Premises, is limited to the scope delineated
as such in Schedules E and F. It is further understood and agreed that all other improvements to the Premises
constitute Tenant's Work as defined in Schedule E and shall be performed at the sole expense of the Tenant in
accordance with the terms of this Lease.

                                  ARTICLE 7
        MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANTS

7.1 CONDITION OF PREMISES

Except to the extent that Landlord is specifically responsible therefore under this Lease, Tenant shall maintain the
Premises and all improvements therein in good order and condition, including:

(a) repainting and redecorating the Premises and cleaning drapes and carpets at reasonable intervals as needed;

(b) making repairs, replacements and alterations as needed, including those necessary to comply with the
requirements of any governmental or quasi-governmental authority having jurisdiction, reasonable wear and tear
and damage by fire, lightning and tempest only excepted; and

(c) leaving the Premises in a reasonably tidy condition at the end of each business day.

                                                                12
7.2 FAILURE TO MAINTAIN PREMISES

If Tenant fails to perform any obligation under Article 7.1, then on not less than ten days' notice to Tenant,
Landlord may enter the Premises and perform such obligation without liability to Tenant for any loss or damage to
Tenant thereby incurred and Tenant shall pay Landlord for the cost thereof, plus 15% of such cost for overhead
and supervision, within ten days of receipt of Landlord's invoice therefore.

7.3 ALTERATIONS BY TENANT

Tenant may from time to time at its own expense make changes, additions and improvements in the Premises to
better adapt the same to its business, provided that any such change, addition or improvement shall:

(a) comply with the requirements of the Landlord's insurer and any governmental or quasi-governmental authority
having jurisdiction;

(b) comply with the requirements set forth in Schedule E;

(c) be made only with the prior written consent of the Landlord after detailed plans and specifications therefore
have been submitted to the Landlord;

(d) equal or exceed the then current standard for the Building;

(e) be carried out only by persons selected by Tenant and approved in writing by Landlord. Such persons shall
be compatible with others employed by or through the Landlord directly or indirectly including Landlord's other
tenants, contractors and subcontractors and their trade union affiliations; and

(f) if required by Landlord, deliver to Landlord before commencement of the work performance and payment
bonds as well as proof of workers' compensation and public liability and property damage insurance coverage,
with Landlord named as an additional insured, in amounts, with companies, and in form reasonably satisfactory to
Landlord, which shall remain in effect during the entire period in which the work will be carried out.

Any increase in property taxes or fire or casualty insurance premiums for the Building attributable to such change,
addition or improvement shall be borne by the Tenant. In addition, Tenant shall pay Landlord 15% of the cost of
such work (or, if such cost is not ascertainable, the fair market value of such work) as a fee for the Landlord's
supervision.

In the event any of the following work is required by Tenant, it shall be carried out by the Landlord under written
contract with the Tenant and at the Tenant's sole expense under contract to Landlord only and by agreement in
writing:

(a) all approved work relating to heating, cooling, ventilation, exhaust, control, electrical distribution and life safety
systems;

(b) patching of Building standard fireproofing;

                                                           13
(c) any drilling, cutting, coring and patching for conduit, pipe sleeves, chases, duct equipment, or openings in the
floors, walls, columns or roofs of the Building which is approved by Landlord; and

(d) installation of approved modifications to the sprinkler system.

7.4 TRADE FIXTURES AND PERSONAL PROPERTY

Tenant may install in the Premises its usual trade fixtures and personal property in a proper manner, provided that
no such installation shall interfere with or damage the mechanical or electrical systems or the structure of the
Building.

7.5 BUILDER'S LIENS

Tenant shall pay before delinquency all costs for work done or caused to be done by Tenant in the Premises
which could result in any lien or encumbrance being placed on Landlord's interest in the Land or Building or any
part thereof, shall keep the title to the Land or Building and every part thereof free and clear of any lien or
encumbrance in respect of such work, and shall indemnify and hold harmless Landlord against any claim, loss,
cost, demand and legal or other expense, whether in respect of any lien or otherwise, arising out of the supply of
material, services or labour for such work. Tenant shall immediately notify Landlord of any such lien, claim of lien
or other action of which it has or reasonably should have had knowledge of and which affects the title to the Land
or Building or any part thereof, and shall cause the same to be removed within five days (or such additional time
as Landlord may consent to in writing), failing which Landlord may take such action as Landlord deems
necessary to remove the same and the entire cost thereof shall be immediately due and payable by Tenant to
Landlord.

7.6 SIGNS

Tenant has the right to have its name displayed on the main lobby directory board for the Building, on the floor
lobby directory board on each floor on which the Premises are located and on the main door to the Premises, all
such signs to be at Tenant's expense and to be under the exclusive control of Landlord and to conform to the
uniform pattern of identification signs for tenants of the Building prescribed by Landlord.

If the Premises constitute one or more full floors of the Building, Tenant has the right to have a sign displaying the
name of Tenant in the elevator lobby of each such floor, at Tenant's expense, provided that the design of the sign
has been approved by the Landlord

7.7 NORMAL BUSINESS HOURS

Except as otherwise specifically provided in this Lease, normal business hours for the Building shall be from 7:00
a.m. to 6:00 p.m. Monday through Friday excluding days which are legal or statutory holidays in the jurisdiction
in which the Building is located.

                                                          14
                                                    ARTICLE 8
                                                     TAXES

8.1 LANDLORD'S TAXES

Landlord shall pay before delinquency (subject to participation by Tenant by payment of Occupancy Costs under
Article 4.2) every real estate tax, property tax, assessment, license fee and other charge (except for Tenant's
taxes under Articles 8.2 and 8.3), which is imposed, levied, assessed or charged by any governmental or quasi-
governmental authority having jurisdiction and which is payable in respect of the Term upon or on account of the
Land or Building.

8.2 TENANT'S TAXES

Tenant shall pay before delinquency every tax, assessment, license or privilege fee, excise, gross receipts or sales
tax and other charge, however, described, which is imposed, levied, assessed or charged by any govern-mental
or quasi-governmental authority having jurisdiction and which is payable in respect of the Term upon or on
account of:

(a) operations at, occupancy of, or conduct of business from the Premises by or with the percussion of Tenant;

(b) fixtures or personal property in the Premises which do not belong to the Landlord; and

(c) the Rent paid or payable or reserved by Tenant to Landlord for the Premises or for the use and occupancy of
all or any part thereof,

provided that if Landlord so elects by notice to Tenant, Tenant shall add any amounts payable under this Article
8.2 to the monthly installments of Annual Rent payable under Article 4.1 and Landlord shall remit such amounts
to the appropriate authorities. 8.3 GOODS AND SERVICES TAXES

The Tenant specifically acknowledges and agrees that as part of its Occupancy Costs payable pursuant to Article
4.2 hereof, the Tenant shall pay to the Landlord any multi-stage sales, sales, use, consumption, value-added or
other similar taxes imposed by the Government of Canada, or by any provincial or local government upon the
Landlord or the Tenant or in respect of this Lease, the payments made by the Tenant (whether Annual Rent,
Occupancy Costs or otherwise) for the goods and services provided by the Landlord hereunder including,
without limitation, the rental of the Premises or administrative services provided to the Tenant or to tenants
generally. In addition, the Tenant shall also reimburse and indemnify the Landlord for the Tenant's Pro-rata Share
of amounts paid by the Landlord as or on account of such taxes in respect of any goods or services acquired by
the Landlord for the purpose of this Lease. Amounts payable by the Tenant under this Article from time to time
shall be paid when Occupancy Costs under this Lease are payable, together with an administration fee in such
amount as shall be standard from time to time in the office building industry, as determined by the Landlord,
acting reasonably, and which is permitted by applicable legislation to cover the Landlord's costs in allocating and
administering the collection of such tax.

8.4 RIGHT TO CONTEST

Landlord and Tenant shall each have the right to contest in good faith the validity or amount of any tax,
assessment, license fee, excise fee and other charge which it is responsible to pay under this Article 8, provided
that no contest by Tenant may involve the possibility of forfeiture, sale or disturbance of Landlord's interest in the
Premises and that upon the final determination of any contest by Tenant, Tenant shall immediately pay and satisfy
the amount found to be due, together with any costs, penalties and interest.

                                                          15
                                                    ARTICLE 9
                                                   INSURANCE

9.1 LANDLORD'S INSURANCE

During the Term, Landlord shall take out and maintain (subject to participation by Tenant by payment of
Occupancy Costs under Article 4.2) liability insurance, fire insurance with extended coverage, boiler and
pressure vessel insurance, and such other insurance on the Building as the Landlord shall deem necessary with
coverage and in amounts not less than those which are from time to time acceptable to a prudent owner in the
area in which the Building is located.

9.2 TENANT'S INSURANCE

During the Term, Tenant shall take out and maintain at its own expense:

(a) fire insurance with extended coverage and water damage insurance in amounts sufficient to fully cover
Tenant's improvements and all property in the Premises which is not owned by Landlord on a full replacement
cost basis;

(b) comprehensive general public liability insurance, with Landlord, its manager and mortgagee, if any, named as
an additional insured, against claims for death, personal injury and property damage in or about the Premises, in
amounts which are from time to time carried by a prudent tenant in the community in which the Building is
located, but in any event not less than $2,000,000 for death or injury to one person, $3,000,000 for death or
injury to more than one person, and $500,000 for property damage, in respect of each occurrence;

(c) Tenant's legal liability insurance for the actual cash value of the Premises from any damage howsoever caused;
and

(d) any other form of insurance that the Tenant, or the Landlord, acting reasonably, requires in amounts and for
insurance risks against which a prudent tenant would insure.

Policies for fire and liability insurance shall be in a form and with an insurer reasonably acceptable to Landlord,
shall require at least thirty days written notice to Landlord of termination or material alteration of the policy during
the Term and shall either waive any right of subrogation against Landlord, its manager and mortgagee, or cause
the Landlord, its manager and mortgagee to be named as an insured in such policies of insurance. If requested by
Landlord, Tenant shall from time to time promptly deliver to Landlord, certified copies or other evidence of such
policies, and evidence satisfactory to Landlord that all premiums thereon have been paid and the policies are in
full force and effect.

9.3 PLACEMENT OF TENANT'S INSURANCE BY LANDLORD

If the Tenant fails to take out, renew or keep in force any of the policies of insurance required to be taken out and
maintained by the Tenant under Article 9.2, the Landlord may do so as agent of the Tenant and the Tenant shall
reimburse the Landlord any amount so paid by the Landlord as agent of the Tenant promptly upon demand by
the Landlord.

                                                          16
                                             ARTICLE 10
                                   INJURY TO PERSON OR PROPERTY

10.1 INDEMNITY BY TENANT

Tenant shall indemnify and hold harmless Landlord from and against every demand, claim, cause of action,
judgment and expense, and all losses and damage arising from:

(a) any injury or damage to the person or property of Tenant, any other tenant in the Building or to any other
person rightfully in the Building, where the injury or damage is caused by negligence or misconduct of Tenant, its
agents, servants or employees, or of any other person entering upon the Premises under express or implied
invitation of Tenant, or results from the violation of laws or ordinances, governmental orders of any kind or of the
provisions of this Lease by any of the foregoing;

(b) any loss or damage, however caused, to books, records, files, money, securities, negotiable instruments or
papers in or about the Premises;

(c) any loss or damage resulting from interference with or obstruction of deliveries to or from the Premises; and

(d) any injury or damage not specified above to the person or property of Tenant, its agents, servants or
employees, or any other person entering upon the Premises under express or implied invitation of Tenant, where
the injury or damage is caused by any reason other than the negligence or misconduct of Landlord, its agents,
servants, or employees.

10.2 SUBROGATION

The provisions of this Article 10 are subject to the waiver of any right of subrogation against Landlord in Tenant's
insurance.

                                            ARTICLE 11
                                    ASSIGNMENT AND SUBLETTING

11.1 ASSIGNMENT OR SUBLETTING

The Tenant will not, during the Term, assign, transfer, sublet, part with possession or set over or otherwise by any
act or deed procure the Premises or any part of them to be assigned, transferred, set over or sublet unto any
persons, firm or corporation whomsoever except with the consent of the Landlord, as set out in Article 11.2. In
the event Tenant desires to assign this Lease or sublet the Premises or any portion thereof to a named third party,
Tenant shall first provide Landlord with any information it may reasonably require (including a true copy of the
agreement to assign or sublet, as the case may be) and, if it so elects, Landlord shall have the right to terminate
this Lease or sublet the Premises in the manner hereinafter mentioned.

Tenant shall give written notice of such agreement to sublease or assign, as the case may be, to Landlord by
sending a true copy thereof and Landlord shall thereupon have the following rights:

                                                         17
(a) to sublease from Tenant the Rentable Area to be sublet or assigned under the said agreement on the same
terms and conditions as set out in such agreement (except in respect of rent which shall be the lesser of the Rent
paid therefore by Tenant under this Lease or the rent specified in such agreement) by giving written notice to
Tenant within fourteen (14) days of receipt of a true copy of the said agreement; or

(b) to terminate this Lease in respect of the Rentable Area to be sublet or assigned under the said agreement as
set out in Article 11.2;

it being understood and agreed that if a portion of the Premises is being sublet or assigned, this Lease shall, at the
option of the Landlord, be amended to reflect the reduction in Rentable Area of the Premises.

Tenant shall pay the Landlord's costs on account of any request for approval and, if applicable, the preparation of
the implementing documentation, in such form as may be acceptable to the Landlord, together with an
administration cost of not less than $400.00 and legal costs incurred by the Landlord.

The Tenant shall not assign or sublet all or part of the Premises to any other tenant in the Building without prior
written consent of the Landlord which consent may be arbitrarily withheld, in Landlord's sole discretion.

11.2 LANDLORD'S RIGHTS

Landlord's termination rights set out in Article 11.1 (b) above shall be exercised by giving written notice to Tenant
within fourteen (14) days of receipt by Landlord of the true copy of the said agreement and such other
information as the Landlord may reasonably require, and the termination date shall be such date as is stipulated in
Landlord's notice which shall in no event be less than 60 days nor more than 90 days following the giving of such
notice by Landlord. If Landlord exercises its rights set out in Article 11.1 (a) above, Landlord shall have an
additional right to terminate this Lease in respect of the Rentable Area sublet by Tenant to Landlord and such
additional right of termination shall be exercised by giving written notice to Tenant not less than 7 days prior to the
end of the term of the sublease to Landlord and the termination date shall be the day following the end of the term
of the said sublease. If this Lease is terminated by Landlord with respect to a part of the Premises, then Rent
payable under this Lease shall thereafter abate proportionately and all other appropriate recalculations shall be
made to recognize that the area of the premises to be sublet under the said agreement has abated.

In the event that the Tenant desires to assign this Lease or sublet the Premises or any portion thereof, and
Landlord does not exercise its rights set out in Article ll.l(a) or (b) above, Tenant shall, subject to the consent of
Landlord being first obtained, which consent may not be arbitrarily withheld, be free to assign this Lease to the
named third party in the said agreement or to sublet the Rentable Area to be sublet under the said agreement to
the named third party on the terms and conditions contained in the said agreement.

If Tenant, with the consent of Landlord, sublets Rentable Area to the named third party pursuant to the said
agreement and the said agreement provides for a rental payable greater than that payable under this Lease in
respect of the Rentable Area so sublet, the excess, when received by Tenant, shall be paid by Tenant to
Landlord as additional rent under this Lease. All of the foregoing rights of Landlord shall be alternative to, but not
in substitution for, any other rights which Landlord may have to either consent or withhold its consent to any such
assigning or subletting.

                                                          18
In the event any sublease is made pursuant to this Article 11, Tenant shall bear the cost of all improvements
(including, without limiting the generality of the foregoing, all demising walls) necessary to separate the area to be
sublet from the remainder of the Premises.

11.3 TENANT'S OBLIGATIONS CONTINUE

No assignment or disposition by Tenant of this Lease or of any interest under this Lease, shall relieve Tenant from
the performance of its covenants, obligations or agreements under this Lease. Such assignment or other
disposition shall render null and void at the time of such assignment or other disposition any options to renew this
Lease, options or rights to additional area and options or rights to car parking areas unless Landlord shall have
otherwise agreed in writing. Upon the Landlord granting its consent to an assignment or subletting by the Tenant,
the Tenant and its assignee or subtenant shall be required to enter into the Landlord's standard form consent
agreement at the Tenant's cost.

11.4 SUBSEQUENT ASSIGNMENTS

Landlord's consent to an assignment, transfer or subletting (or use or occupation of the Premises by any other
person) shall not be deemed to be a consent to any subsequent assignment, transfer, subletting, use or
occupation.

11.5 CHANGE IN CORPORATE CONTROL

If the sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of the
Tenant (or of any successor or assignee of the Tenant which is a corporation) shall result in changing the control
of the Tenant such sale, assignment, transfer or other disposition shall be deemed an assignment of this Lease and
shall be subject to all of the provisions of this Lease with respect to assignments by the Tenant, provided,
however, that the Landlord's consent shall not be required to an assignment or transfer of the issued and
outstanding capital stock of the Tenant:

(a) to a corporation controlled by or subject to the same control as the assignor or transferor;

(b) to a member or members of the family of the assignor or transferor; or

(c) in the case of devolution through death.

For the purpose of this Article, "control" of any corporation shall be deemed to be vested in the person or
persons owning more than 50% per cent of the voting power for the election of the board of directors of such
corporation and a "member or members" of the family of any assignor or transferor shall include his spouse,
parents, brothers or sisters and issue.

                                                          19
                                                  ARTICLE 12
                                                 SURRENDER

12.1 POSSESSION

At the expiration or earlier termination of the Term, Tenant shall peaceably surrender and yield up to Landlord
the Premises and all improvements made, constructed, erected or installed in the Premises in good and substantial
repair and condition in accordance with its covenants to maintain and repair the Premises. Notwithstanding
anything contained in this Article 12.1, upon the expiration of the Term and at Tenant's cost, Tenant shall remove
all or any part of the improvements as may be required by Landlord and shall make good any damage caused by
reason of the installation and removal of such improvements. On the expiration of the Term all improvements
made, constructed, erected or installed in the Premises and not required by Landlord to be removed shall be
deemed to have become the property of Landlord.

12.2 MERGER

The voluntary or other surrender of the Lease by Tenant or the cancellation of the Lease by mutual agreement of
Tenant and Landlord shall not work a merger, and shall at Landlord's option terminate all or any subleases.
Landlord's option hereunder shall be exercised by notice to Tenant and all known subleases or subtenants in the
Premises or any part thereof.

12.3 PAYMENTS AFTER TERMINATION

No payments of money by Tenant to Landlord after the expiration or other termination of the Term or after giving
of any notice (other than a demand for payment of money) by Landlord to Tenant, shall reinstate, continue or
extend the Term or make ineffective any notice given to Tenant prior to the payments of such money. After the
service of notice or the commencement of a suit, or after final judgment granting Landlord possession of the
Premises, Landlord may receive and collect any sums of Rent due under this Lease, and the payment thereof shall
not make ineffective any notice, or in any manner affect any pending suits or any judgment therefore obtained.

                                                ARTICLE 13
                                               HOLDING OVER

13.1 MONTH-TO-MONTH TENANCY

If with Landlord's written consent Tenant remains in possession of the Premises after the expiration or other
termination of the Term, Tenant shall be deemed to be occupying the Premises on a month-to-month tenancy
only, at a monthly rental equal to the Rent as determined in accordance with Article 4 or such other rental as is
stated in such written consent, and such month-to-month tenancy may be terminated by Landlord or Tenant on
the last day of any calendar month by delivery of at least 30 days advance notice of termination to the other.

13.2 TENANCY AT SUFFERANCE

If, without Landlord's written consent, Tenant remains in possession of the Premises after the expiration or other
termination of the Term, Tenant shall be deemed to be occupying the Premises upon a tenancy at sufferance only,
at a monthly rental equal to two times the Rent determined in accordance with Article
4. Such tenancy at sufferance may be terminated by Landlord at any time by notice of termination to Tenant and
by Tenant on the last day of any calendar month by at least 30 days advance notice of termination to Landlord.

                                                        20
13.3 GENERAL

Any month-to-month tenancy or tenancy at sufferance hereunder shall be subject to all other terms and conditions
of the Lease except any right of renewal and nothing contained in this Article 13 shall be construed to limit or
impair any of Landlord's rights of re-entry or eviction or constitute a waiver thereof.

                                              ARTICLE 14
                                        RULES AND REGULATIONS

14.1 PURPOSE

The rules and regulations set forth in Schedule D have been adopted by Landlord for the safety, benefit and
convenience of all tenants and other persons in the Building.

14.2 OBSERVANCE

Tenant shall, at all times, comply with, and shall cause its employees, agents, licensees and invitees to comply
with, such rules and regulations attached as Schedule D hereto and such further and other reasonable rules and
regulations and amendments and changes thereto as may be made by the Landlord and notified to the Tenant by
mailing a copy thereof to the Tenant or by posting same in a conspicuous place in the Building. All such rules and
regulations now or hereafter in force shall be read as forming part of this Lease.

14.3 NON-COMPLIANCE

Landlord shall use its best efforts to secure compliance by all tenants and other persons with such rules and
regulations from time to time In effect, but shall not be responsible to Tenant for failure of any person to comply
with such rules and regulations.

14.4 LOADING AND UNLOADING

The delivery and shipping of merchandise, supplies, fixtures, and other materials or goods of whatsoever nature
to or from the Premises and all loading, unloading, and handling thereof shall be done only at such times, in such
areas, by such means, and through such elevators, entrances, malls and corridors as are designated by Landlord.

                                                 ARTICLE 15
                                               EXPROPRIATION

15.1 TAKING OF PREMISES

If during the Term all of the Premises shall be taken for any public or quasi-public use under any statute or by
right of expropriation, or purchases under threat of such taking, this Lease shall automatically terminate on the
date on which the expropriating authority takes possession of the Premises (thereinafter called the "date of such
taking").

                                                         21
15.2 PARTIAL TAKING OF BUILDING

If during the Term only part of the Building is taken or purchased as set out in Article 15.1, then:

(a) if in the reasonable opinion of Landlord substantial alteration or reconstruction of the Building is necessary or
desirable as a result thereof, whether or not the Premises are or may be affected, Landlord shall have the right to
terminate this Lease by giving Tenant at least 30 days written notice of such termination, and

(b) if more than one-third of the number of square feet in the Premises is included in such taking or purchase,
Landlord and Tenant shall each have the right to terminate this Lease by giving the other at least 30 days written
notice thereof.

If either party exercises its right of termination hereunder, this Lease shall terminate on the date stated in the
notice, provided however, that no termination pursuant to notice hereunder may occur later than 60 days after the
date of such taking.

15.3 SURRENDER

On any such date of termination under Articles 15.1 or 15.2, Tenant shall immediately surrender to Landlord the
Premises and all interest therein under this Lease. Landlord may re-enter and take possession of the Premises
and remove Tenant there from, and the Rent shall abate on such date in respect of the portion taken. After such
termination, and on notice from Landlord stating the Rent then owing, Tenant shall forthwith pay Landlord such
Rent.

15.4 PARTIAL TAKING OF PREMISES

If any portion of the Premises (but less than the whole thereof) is so taken, and no rights of termination herein
conferred are timely exercised, the Term of the Lease shall expire with respect to the portion so taken on the date
of such taking. In such event the Rent payable hereunder with respect to such portion so taken shall abate on
such date, and the Rent thereafter payable with respect to the remainder not so taken shall be adjusted pro rata
by Landlord in order to account for the resulting reduction in the number of square feet in the Premises.

15.5 AWARDS

Upon any such taking or purchase, Landlord shall be entitled to receive and retain the entire award or
consideration for the affected lands and improvements, and Tenant shall not have nor advance any claim against
Landlord for the value of its property or its leasehold estate or the unexpired Term of the Lease, or for costs of
removal or relocation, or business interruption expense or any other damages arising out of such taking or
purchase. Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and recovering on
its own account from the condemning authority any award or compensation attributable to the taking or purchase
of Tenant's improvements, chattels or trade fixtures, or the removal or relocation of its business. If any such
award made or compensation paid to either party specifically includes an award or amount for the other, the
party first receiving the same shall promptly account therefore to the other.

                                                         22
                                          ARTICLE 16
                               DAMAGE BY FIRE OR OTHER CASUALTY

16.1 LIMITED DAMAGE TO PREMISES

If all or part of the Premises are rendered untenantable by damage from fire or other casualty which, in the
reasonable opinion of the Landlord's Architect, can be substantially repaired under applicable laws and
government regulations within 180 days from the date of such casualty (employing normal construction methods
without overtime or other premium), the Landlord and the Tenant, as the case may be, according to the nature of
the damage and their respective obligations to repair, shall repair the damage with all reasonable diligence.

16.2 MAJOR DAMAGE TO PREMISES

If all or part of Premises are rendered untenantable by damage from fire or other casualty which, in the
reasonable opinion of an architect acceptable to Landlord and Tenant, cannot be substantially repaired under
applicable laws and governmental regulations within 180 days from the date of such casualty (employing normal
construction methods without overtime or other premium), then either Landlord or Tenant may elect to terminate
this Lease as of the date of such casualty by written notice delivered to the other not more than 10 days after
receipt of such Architect's opinion, failing which the Landlord or the Tenant, as the case may be, according to the
nature of the damage and their respective obligations under this Lease, shall repair such damage with all
reasonable diligence.

16.3 ABATEMENT

If Landlord is required to repair damage to all or part of the Premises under Articles 16.1 or 16.2 the Rent
payable by Tenant hereunder shall be proportionately reduced to the extent that the Premises are thereby
rendered unusable by Tenant in its business, from the date of such casualty until 5 days after completion by
Landlord of the repairs to the Premises (or the part thereof rendered untenantable) or until Tenant again uses the
Premises (or the part thereof rendered untenantable) in its business, whichever first occurs.

16.4 MAJOR DAMAGE TO BUILDING

If all or a substantial part (whether or not including the Premises) of the Building is rendered untenantable by
damage from fire or other casualty to such a material extent that in the reasonable opinion of Landlord the
Building must be totally or partially demolished or reconstructed whether or not to be reconstructed in whole or in
part, Landlord may elect to terminate this Lease as of the date of such casualty (or on the date of notice if the
Premises are unaffected by such casualty) by written notice delivered to Tenant not more than 60 days after the
date of such casualty, in which event:

(a) the Tenant shall deliver up possession of the Premises to the Landlord within 30 days after delivery of the
notice of termination; and

(b) Rent shall be apportioned and paid to the date upon which possession has been delivered up,

but otherwise, the Landlord or the Tenant, as the case may be, according to the nature of the damage and their
respective obligations under this Lease, shall repair such damage with all reasonable diligence.

                                                        23
16.5 LIMITATION ON LANDLORD'S LIABILITY

Except as specifically provided in this Article 16, there shall be no reduction of Rent and Landlord shall have no
liability to Tenant by reason of any injury to or interference with Tenant's business or property arising from fire or
other casualty, howsoever caused, or from the making of any repairs resulting there from in or to any portion of
the Building or the Premises. Notwithstanding anything contained herein, Rent payable by Tenant hereunder shall
not be abated, if the damage is caused by any act or omission of Tenant, its agents, servants, employees or any
other person entering upon the Premises under express or implied invitation of Tenant.

                                              ARTICLE 17
                                        TRANSFERS BY LANDLORD

17.1 SALE, CONVEYANCE AND ASSIGNMENT

Nothing in this Lease shall restrict the right of Landlord to sell, convey, assign or otherwise deal with the Land or
the Building, subject only to the rights of Tenant under this Lease.

17.2 Effect of Sale, Conveyance or Assignment

A sale, conveyance or assignment of the Building shall operate to release Landlord from liability from and after
the effective date thereof upon all of the covenants, terms and conditions of this Lease, express or implied, except
as such may relate to the period prior to such effective date, and Tenant shall thereafter look solely to Landlord's
successor in interest in and to this Lease. This Lease shall not be affected by any such sale, conveyance or
assignment, and Tenant shall attorn to Landlord's successor in interest there under.

17.3 SUBORDINATION

This Lease is and shall be subject and subordinate in all respects to any and all mortgages and leasehold interests
now or hereafter placed on the Building or Land, and to all renewals, modifications, consolidations, replacements
and extensions thereof.

17.4 ATTORNMENT

If the interest of Landlord is transferred to any person (herein called the "Purchaser") by reason of foreclosure or
other proceedings for enforcement of any such mortgage, or by delivery of a deed in lieu of such foreclosure or
other proceedings, Tenant shall immediately and automatically attorn to Purchaser.

17.5 EFFECT OF ATTORNMENT

Upon attornment under Article 17.4 this Lease shall continue in full force and effect as a direct lease between
Purchaser and Tenant, upon all of the same terms, conditions and covenants as are set forth in this Lease except
that, after such attornment, Purchaser shall not be:

(a) liable for any act or omission of Landlord; or

(b) subject to any offsets or defenses which Tenant might have against Landlord; or

(c) bound by any prepayment by Tenant of more than one month's installment of Rent, or by any previous
modification of this Lease, unless such prepayment or modification shall have been approved in writing by
Purchaser or any predecessor in interest except Landlord.

                                                          24
17.6 EXECUTION OF INSTRUMENTS

The subordination and attornment provisions of this Article 17 shall be self-operating and no further instrument
shall be required. Nevertheless Tenant, on request by and without cost to Landlord or any successor in interest,
shall execute and deliver any and all instruments further evidencing such subordination and (where applicable
hereunder) attornment.

                                    ARTICLE 18
                 NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR ACTION

18.1 NOTICES

Any notice from one party to the other hereunder shall be in writing and shall be deemed duly served if delivered
personally to a responsible employee of the party being served, or if mailed by registered or certified mail
addressed to Tenant at the Premises (whether or not Tenant has departed from, vacated or abandoned the same)
or to Landlord at 1120, 833 - 4th Avenue S.W., Calgary, Alberta, T2P3T5, attention Property Manager, or any
other place from time to time established for the payment of Rent. Any notice shall be deemed to have been given
at the time of personal delivery or, if mailed, seven days after the date of mailing thereof. Either party shall have
the right to designate by notice, in the manner above set forth, a different address to which notices are to be
mailed.

18.2 ACKNOWLEDGEMENTS

Each of the parties hereto shall at any time and from time to time upon not less than 20 days prior notice from the
other execute, acknowledge and deliver a written statement certifying that:

(a) this Lease is in full force and effect, subject only to such modification (if any) as may be set out therein;

(b) Tenant is in possession of the Premises and paying Rent as provided in this Lease;

(c) the dates (if any) to which Rent is paid in advance; and

(d) that there are not, to such party's knowledge any uncured defaults on the part of the other party hereunder, or
specifying such defaults if any are claimed.

Any such statement may be relied upon by any prospective transferee or encumbrances of all or any portion of
the Building, or any assignee of any such persons. If Tenant fails to timely deliver such statement, Tenant shall be
deemed to have acknowledged that this Lease is in full force and effect, without modification except as may be
represented by Landlord, and that there are no uncured defaults in Landlord's performance.

18.3 AUTHORITIES FOR ACTION

Landlord may act in any matter provided for herein by its property manager and any other person who shall from
time to time be designated by Landlord by notice to Tenant. Tenant shall designate in writing one or more
persons to act on its behalf in any matter provided for herein and may from time to time change, by notice to
Landlord, such designation. In the absence of any such designation, the person or persons executing this Lease
for Tenant shall be deemed to be authorized to act on behalf of Tenant in any matter provided for herein.

                                                           25
                                                   ARTICLE 19
                                                    DEFAULT

19.1 INTEREST AND COSTS OF LEASE OF SPACE

Tenant shall pay to Landlord interest at a rate equal to 5% per annum over the prime rate charged by the
Landlord's principal banker to Landlord, calculated and compounded monthly, upon all Rent required to be paid
hereunder from the due date for payment thereof until the same is fully paid and satisfied. Tenant shall indemnify
Landlord against all costs, charges (including legal fees and disbursements on a solicitor and his own client basis )
lawfully and reasonably incurred in enforcing payment thereof, and in obtaining possession of the Premises after
default of Tenant or upon expiration or earlier termination of the Term of this Lease, or in enforcing covenant,
provision or agreement of Tenant herein contained.

19.2 RIGHT OF LANDLORD TO PERFORM COVENANTS

All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed
by Tenant, at Tenant's sole cost and expense, and without abatement of Rent. If Tenant shall fail to perform any
act on its part to be performed hereunder, and such failure shall continue for 10 days after notice thereof from
Landlord, Landlord may (but shall not be obligated to do so) perform such act without waiving or releasing
Tenant from any of its obligations relative thereto. All sums paid or costs incurred by Landlord in so performing
such acts under this Article 19.2, together with interest thereon at the rate set out in Article 19.1 from the date
each such payment was made or each such cost incurred by Landlord, shall be payable by Tenant to Landlord
on demand.

19.3 EVENTS OF DEFAULT

If and whenever:

(a) all or any part of the Rent hereby reserved is not paid when due, and such default continues for seven days
after the due date thereof;

(b) the remaining Term of this Lease, or any goods, chattels or equipment of Tenant is taken or exigible in
execution or in attachment or if a writ of execution is issued against Tenant;

(c) Tenant becomes insolvent or commits an act of bankruptcy or becomes bankrupt or takes the benefit of any
statute that may be in force for bankrupt or insolvent debtors or becomes involved in voluntary or involuntary
winding-up proceedings or if a receiver shall be appointed for the business, property, affairs or revenues of
Tenant;

(d) Tenant makes a bulk sale of its goods or moves or commences, attempts or threatens to move its goods,
chattels and equipment out of the Premises (other than in the normal course of its business) or ceases to conduct
business from the Premises; or

(e) Tenant fails to observe, perform and keep each and every one of the covenants, agreements, provisions,
stipulations and conditions herein contained to be observed, performed and kept by Tenant (other than payment
of Rent) and persist in such failure after 10 days notice by Landlord requiring that Tenant remedy, correct, desist
or comply (or if any such breach would reasonably require more than 10 days to rectify, unless Tenant
commences rectification within the 10 days notice period and thereafter promptly and effectively and continuously
proceeds with the rectification of the breach);

                                                         26
then and in any of such cases, at the option of Landlord, the full amount of the then current month's and the next
ensuing three months' installments of Annual Rent, together with all expenses incurred by Landlord in performing
any of Tenant's obligations under this Lease, re-entering or terminating and re-letting, collecting sums due or
payable by Tenant, effecting seizure and realizing upon assets seized (including brokerage fees and legal fees and
disbursements on a solicitor and his own client basis), and the expense of keeping the Premises in good order,
repairing the same and preparing them for re-letting, shall immediately become due and payable and Landlord
may immediately distain for the same, together with any arrears then unpaid; and Landlord may without notice or
any form of legal process forthwith re-enter upon and take possession of the Premises or any part thereof in the
name of the whole and remove and sell Tenant's goods, chattels and trade fixtures there from, any rule of law or
equity to the contrary notwithstanding; and Landlord may seize and sell such goods, chattels and equipment of
Tenant whether within the Premises or removed there from, and the Tenant waives or renounces the benefit of
any present or future law taking away or limiting the Landlord's right of distress on the property of the Tenant,
and may apply the proceeds thereof to all Rent and other payments to which Landlord is then entitled under this
Lease. Any such sale may be effected in the discretion of Landlord by public auction or otherwise, and either in
bulk or by individual item, or partly by one means and partly by another, all as Landlord in its entire discretion
may decide. If any of Tenant's property is disposed of as provided in this Article 19.3, 10 days prior notice to
Tenant of disposition shall be deemed to be commercially reasonable.

19.4 WAIVER OF EXEMPTION AND REDEMPTION

Notwithstanding anything contained in any statute now or hereafter in force limiting or abrogating the right of
distress, none of Tenant's goods, chattels or trade fixtures on the Premises at any time during the continuance of
the Term shall be exempt from levy by distress for Rent in arrears, and upon any claim being made for such
exemption by Tenant or on distress being made by Landlord this agreement may be pleaded as an estoppel
against Tenant in any action brought to test the right to levying upon any such goods as are named as exempted in
any such statute, Tenant hereby waiving all and every benefit that could or might have accrued to Tenant under
and by virtue of any such statute but for this Lease. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed
for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by
Tenant of any of the terms or conditions of this Lease or otherwise.

19.5 SURRENDER

If and whenever Landlord is entitled to or does re-enter, Landlord may terminate this Lease by giving notice
thereof, and in such event Tenant shall forthwith vacate and surrender the Premises.

19.6 PAYMENTS

If Landlord shall re-enter or if this Lease shall be terminated hereunder, Tenant shall pay to Landlord on demand:

(a) Rent up to the time of re-entry or termination, whichever shall be the later, plus accelerated rent as herein
provided;

                                                         27
(b) all expenses incurred by Landlord in performing any of Tenant's obligations under this Lease, re-entering or
terminating and re-letting, collecting sums due or payable by Tenant, realizing upon assets seized (including
brokerage fees and legal fees and disbursements on a solicitor and his own client basis), and the expense of
keeping the Premises in good order, repairing the same and preparing them for re-letting; and

(c) as damages for the loss of income of Landlord expected to be derived from the Premises, the amounts (if any)
by which the Rent which would have been payable under this Lease exceeds the payments (if any) received by
Landlord from other tenants in the Premises, payable on the first day of each month during the period which
would have constituted the unexpired portion of the Term had it not been terminated, or at the election of
Landlord by notice to Tenant at or after re-entry or termination, a lump sum amount equal to the Rent which
would have been payable under this Lease from the date of such election during the period which would have
constituted the unexpired portion of the Term had it not been terminated, reduced by the rental value of the
Premises for the same period, established by reference to the terms and conditions upon which Landlord re-lets
them if such re-letting is accomplished within a reasonable period after termination, and otherwise established by
reference to all market and other relevant circumstances; Rent and rental value being reduced to present worth at
an assumed interest rate of 10% per cent on the basis of Landlord's estimates and assumptions of fact which shall
govern unless shown to be erroneous.

19.7 REMEDIES CUMULATIVE

No reference to nor exercise of any specific right or remedy by Landlord shall prejudice or preclude Landlord
from exercising or invoking any other remedy in respect thereof, whether allowed at law or in equity or expressly
provided for herein. No such remedy shall be exclusive or dependent upon any other such remedy, but Landlord
may from time to time exercise any one or more of such remedies independently or in combination.

                                             ARTICLE 20
                                        HAZARDOUS SUBSTANCES

20.1 TENANT'S COVENANTS

The Tenant covenants and agrees that it will:

(a) not bring or allow any Hazardous Substance to be brought onto the Land or Building or the Premises except
in compliance with Environmental Law;

(b) comply at all times and require all those for whom the Tenant is in law responsible to comply at all times with
Environmental Law as it affects the Premises or the Land or Building;

(c) give notice to the Landlord of the presence at any time during the Term of any Hazardous Substance on the
Premises (or the Land or Building if such substance is in the control of the Tenant) together with such information
concerning such Hazardous Substance and its presence on the Premises or the Land or Building as the Landlord
may require;

                                                        28
(d) give notice to the Landlord of any occurrence which might give rise to a duty under Environmental Law by
either the Tenant or the Landlord with respect to the presence of any Hazardous Substance on the Premises or
the Land or Building including, without limitation, Notice of any discharge, release, leak, spill or escape into the
environment of any Hazardous Substance at, to or from the Premises or the Land or Building;

(e) in any case where the Tenant has given notice as to the presence of a Hazardous Substance on the Premises
or the Land or Building, or is required to give such notice, or where the Landlord has reasonable grounds to
believe that any Hazardous Substance is going to be or has been brought onto the Premises or the Land or
Building by the Tenant or any person for whom the Tenant is in law responsible, to commission an Environmental
Audit at the Tenant's expense when required by the Landlord to do so;

(f) comply with any investigative, remedial or precautionary measures required under Environmental Law or as
reasonably required by the Landlord, be fully and completely liable to the Landlord for any and all investigation,
clean up, remediation, restoration or monitoring costs or any costs incurred to comply with Environmental Law or
any request by the Landlord that such measures be taken;

(g) protect, indemnify and save each of the Landlord and its directors, officers, employees, agents, successors
and assigns completely harmless from and against any Environmental Claim, directly or indirectly incurred,
sustained or suffered by or asserted against the Landlord and/or its directors, officers, employees, agents,
successors and assigns caused by or attributable to, either directly or indirectly, any act or omission of the Tenant
and/or any person for whom the Tenant is in law responsible;

(h) enter into any additional contract of insurance respecting the Premises which the Landlord may reasonably
require to protect the Landlord and its directors, officers, employees, agents, successors and assigns from any
Environmental Claim respecting the Premises;

(i) provide to the Landlord such security as the Landlord may from time to time require, acting reasonably, to
ensure compliance by the Tenant of its covenants herein contained; and

(j) provide access to the Premises for the Landlord or its agent, to conduct an Environmental Audit of the
Premises, at the Tenant's expense, at least two (2) months prior to the expiry of the Term of this Lease.

20.2 INQUIRIES BY LANDLORD

The Tenant hereby authorizes the Landlord to make inquiries from time to time of any government or
governmental agency with respect to the Tenant's compliance with the Environmental Law at the Premises, and
the Tenant covenants and agrees that the Tenant will from time to time provide to the Landlord such written
authorization as the Landlord may reasonably require in order to facilitate the obtaining of such information. The
Landlord or its agent may inspect the Premises from time to time without notice, in order to verify the Tenant's
compliance with the Environmental Law and the requirements of this Lease respecting Hazardous Substance. If
the Landlord suspects that the Tenant is in breach of any of its covenants herein, the Landlord and its agent shall
be entitled to conduct an Environmental Audit immediately, and the Tenant shall provide access to the Landlord
and its agent for the purpose of conducting an Environmental Audit. Such Environmental Audit shall be at the
Tenant's expense, and the Tenant shall forthwith remedy any problems identified by the Environmental Audit, and
shall ensure that it complies with all of its covenants herein. Upon request by the Landlord from time to time, the
Tenant shall provide to the Landlord a certificate executed by a senior officer of the Tenant certifying ongoing
compliance by the Tenant with its covenants contained herein.

                                                          29
20.3 Ownership of Hazardous Substances

If the Tenant shall bring or create upon the Premises, the Building or the Land any Hazardous Substance or if the
conduct of the Tenant's business shall cause there to be any Hazardous Substance upon the Land or the Premises
then, notwithstanding any rule of law to the contrary, such Hazardous Substance shall be and remain the sole and
exclusive property of the Tenant and shall not become the property of the Landlord notwithstanding the degree of
affixation of the Hazardous Substance or the goods containing the Hazardous Substance to the Premises or the
Land and notwithstanding the expiry or earlier termination of this Lease.

20.4 Landlord's Remedies upon Default

Upon the Tenant's material default under this Article and in addition to the rights and remedies set forth elsewhere
in this Lease, the Landlord shall be entitled to the following rights and remedies:

(a) at the Landlord's option, to terminate this Lease, and/or

(b) to recover any and all damages associated with the material default, including without limitation, in addition to
any rights reserved or available to the Landlord in respect of an early termination of this Lease, cleanup costs and
charges, civil and criminal penalties and fees, loss of business and sales by the Landlord and other tenants of the
Land or Building, any and all damages and claims asserted by third parties and Landlord's solicitors' fees and
disbursements on a solicitor and his own client basis.

                                                ARTICLE 21
                                              MISCELLANEOUS

21.1 RELATIONSHIP OF PARTIES

Nothing contained in this Lease shall create any relationship between the parties hereto other than that of landlord
and tenant, and it is acknowledged and agreed that Landlord does not in any way or for any purpose become a
partner of Tenant in the conduct of its business, or a joint venturer or a member of a joint or common enterprise
with Tenant.

21.2 CONSENT NOT UNREASONABLY WITHHELD

Except as otherwise specifically provided, whenever consent or approval of Landlord or Tenant is required under
the terms of this Lease, such consent or approval shall not be unreasonably withheld or delayed. Tenant's sole
remedy if Landlord unreasonably withholds or delays consent or approval shall be an action for specific
performance, and Landlord shall not be liable for damages. If either party withholds any consent or approval,
such party shall on written request deliver to the other party a written statement giving the reasons therefore.

21.3 NAME OF BUILDING

Landlord shall have the right, after 30 days notice to Tenant, to change the name, number or designation of the
Building, during the Term without liability to Tenant.

                                                         30
21.4 APPLICABLE LAW AND CONSTRUCTION

This Lease unless otherwise agreed by the parties shall be governed by and construed under the laws of the
jurisdiction in which the Building is located, and its provisions shall be construed as a whole according to their
common meaning and not strictly for or against Landlord or Tenant. The words Landlord and Tenant shall include
the plural as well as the singular. Time is of the essence in this Lease and each of its provisions and continues to
be of the essence notwithstanding any indulgences given by Landlord. The captions of the Articles are included
for convenience only, and shall have no effect upon the construction or interpretation of this Lease.

21.5 ENTIRE AGREEMENT

There are no terms and conditions which at the date of execution of this Lease are additional or supplemental to
those set out on the pages of this Lease. This Lease contains the entire agreement between the parties hereto with
respect to the subject matter of this Lease. Tenant acknowledges and agrees that it has not relied upon any
statement, representation, agreement or warranty except such as are set out in this Lease.

21.6 AMENDMENT OR MODIFICATION

Unless otherwise specifically provided in this Lease, no amendment, modification, or supplement to this Lease
shall be valid or binding unless set out in writing and executed by the parties hereto in the same manner as the
execution of this Lease.

21.7 CONSTRUED COVENANTS AND SEVERABILITY

All of the provisions of this Lease are to be construed as covenants and agreements as though the word importing
such covenants and agreements were used in each separate Article hereof. Should any provision of this Lease be
or become invalid, void, illegal or not enforceable, it shall be considered separate and severable from the Lease
and the remaining provisions shall remain in force and be binding upon the parties hereto as though such provision
had not been included.

21.8 NO IMPLIED SURRENDER OR WAIVER

No provisions of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing
signed by Landlord. Landlord's waiver of a breach of any term or condition of this Lease shall not prevent a
subsequent act, which would have originally constituted a breach, from having all the force and effect of any
original breach. Landlord's receipt of Rent with knowledge of a breach by Tenant of any term or condition of the
Lease shall not be deemed a waiver of such term or condition. No act or thing done by Landlord, its agents or
employees during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to
accept a surrender of the Premises shall be valid, unless in writing and signed by Landlord. The delivery of keys
to any of Landlord's agents or employees shall not operate as a termination of the Lease or a surrender of the
Premises. No payment by Tenant, or receipt by Landlord, of a lesser amount than the Rent due hereunder shall
be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on
any cheque or any letter accompanying any cheque, or payment as Rent, be deemed an accord and satisfaction,
and Landlord may accept such cheque or payment without prejudice to Landlord's right to recover the balance of
such Rent or pursue any other remedy available to Landlord.

                                                        31
21.9 SUCCESSORS BOUND

Except as otherwise specifically provided, the covenants, terms and conditions contained in this Lease shall apply
to and bind the heirs, successors, executors, administrators and assigns of the parties hereto.

21.10 LIABILITY: JOINT/SEVERAL

In the event there is more than one entity or person which or who are parties constituting the Tenant under this
Lease, the obligation imposed upon the Tenant under this Lease shall be joint and several.

21.11 SET-OFF

In the event the Landlord is liable for any payment or reimbursement to the Tenant then unless otherwise
provided for in this Lease Landlord has the right to set-off such reimbursement or liability against liabilities of
Tenant to Landlord.

21.12 REGISTRATIONS

The Tenant agrees with the Landlord not to register this Lease nor any notice of this Lease in any Land Titles
Office in any form without written consent of the Landlord. If such consent is provided such notice of Lease or
caveat shall be in such form as the Landlord shall have approved and upon payment of the Landlord's reasonable
fee for same and allocable transfer or recording taxes or charges. The Tenant shall remove and discharge at the
Tenant's expense the registration of such a notice at the expiry or the earlier termination of the Term and in the
event of Tenant's failure to remove or discharge this notice or caveat after 10 days written notice by Landlord or
Tenant, the Landlord may in the name and on behalf of the Tenant execute a discharge of such a notice in order
to remove and discharge such notice and for the purposes thereof, the Tenant hereby irrevocably constitutes and
appoints any officer of the Landlord the true and lawful attorney of the Tenant.

21.13 UNAVOIDABLE DELAY

Except as herein otherwise expressly provided, if and whenever and to the extent that either the Landlord or the
Tenant shall be prevented, delayed or restricted in the fulfillment of any obligation hereunder in respect to the
supply or provision of any service or utility, the making of any repair, the doing of any work or any other thing
(other than the payment of monies required to be paid by the Tenant to the Landlord hereunder) by reason of:

(a) strikes or work stoppages;

(b) being unable to obtain any material, service, utility or labour required to fulfill such obligations; or

(c) other unavoidable occurrences,

then the time for fulfillment of such condition and obligation shall be extended during the period in which such
circumstances operates to prevent, delay or restrict fulfillment thereof, and the other party to this Lease shall not
be entitled to compensation for any inconvenience, nuisance or discomfort thereby occasioned.

                                                           32
21.14 RIGHT OF FIRST REFUSAL

So long as:

(a) an Event of Default has not occurred; and

(b) Paradigm Geophysical Canada Ltd. is in possession of all of the Premises, has not sublet the Premises in part
or in whole and has not assigned the Lease in part or in whole or otherwise parted with possession of the
Premises in part or in whole;

the Landlord agrees that prior to renting the space located in the Building on the 6th floor cross-hatched in black
on the plan attached as Schedule A-2 (the "First Refusal Space") to a third party and subject to any prior rights in
respect of the First Refusal Space , the Landlord shall submit to the Tenant a copy of the proposed lease which
the Landlord is willing to accept from the third party (the "Offered Lease"). On or before the 2nd business day
after the date of such submission the Tenant will have the right (the "First Refusal Right") to send the Landlord a
notice stating that the Tenant elects to rent the First Refusal Space upon the identical terms and conditions set
forth in the Offered Lease (the "Offered Lease Terms").

If the Tenant duly and timely exercises the First Refusal Right, the Landlord and the Tenant will promptly (and in
any event within 10 business days after the Landlord's receipt of the Tenant's notice) enter into a lease or an
amendment to this Lease for the First Refusal Space (the "New Lease") on the Offered Lease Terms. If for any
reason the Tenant fails to duly and timely exercise the First Refusal Right, or if the Tenant properly exercises it but
thereafter for any reason (except the Landlord's fault) does not timely enter into the New Lease, the Landlord will
be free to lease the First Refusal Space to another tenant on the Offered Lease Terms and the First Refusal Right
and the Landlord's obligation under this section will cease to have effect throughout the remainder of the Term
and any extensions or renewals thereof.

Notwithstanding any contrary provision hereof the Tenant agrees that any default by it under this Lease will be
deemed to constitute a like default under the New Lease.

21.15 PARKING

The Landlord agrees to make available to the Tenant as a licensee on the Commencement Date and thereafter
throughout the Term, 4 single stalls in parking facility in the Building (the "Parking Facility"). The Tenant shall pay
parking fees to the Landlord (or to the parking operator if the Landlord so directs) throughout the Term at the
prevailing rates being charged for parking stalls in the Parking Facility, from time to time, which at the
Commencement Date is $285.00 per permit per month. Where the prevailing parking rates in the Parking Facility
are being generally increased by the Landlord, the Landlord shall be entitled to increase the Tenant's parking fees
upon 30 days written notice to the Tenant. Each such payment shall be made in advance on the first day of each
month throughout the Term. The use of the parking stalls within the Parking Facility by the Tenant shall be
conditional on the following:

(a) execution and delivery of this Lease by the Landlord and the Tenant;

(b) there being no unremedied event of default under Article 19.3;

(c) the Landlord has the right to relocate any of he Tenant's parking stalls upon 7 days prior notice;

                                                          33
(d) the Landlord's right to make such Rules and Regulations with respect to the use of the Parking Facility as the
Landlord deems advisable from time to time;

(e) the use by the Tenant of the Parking Facility is subject to the exclusive control of the Landlord;

(f) the Tenant shall use the Parking Facility at its sole risk;

(g) the Tenant, if the Landlord so requests, entering into a parking agreement on the Landlord's then current
standard form;

(h) the Landlord shall not be responsible for any loss due to theft of, fire or damage due to automobiles or its
contents of the Tenant or those of its agents, employees, servants, invitees or licensees; and

(i) the licence granted to the Tenant being personal and non-transferable except to its employees and agents.

The Tenant's rights under this section shall terminate upon expiry or earlier termination of the Lease or the
Landlord taking possession of the Premises. The Tenant acknowledges and agrees further that the Tenant's rights
under this section are contractual rights only and do not form a part of the Premises and, further, that no Landlord
and Tenant relationship exists with respect to these rights, but the obligations shall be binding upon the successors
and assigns of the Landlord's interest in the Building.

IN WITNESS WHEREOF the parties hereto have affixed their respective corporate seals, duly attested by the
hands of their respective authorized officers in that regard as of the day and year first above written.

LANDLORD:

                                         CONSOLIDATED PROPERTIES

(520 - 5TH AVENUE) LTD.

          R. Scott Hutcheson, President & CEO                     Per: /s/R. Scott Hutcheson
          -----------------------------------                        ----------------------------------
                                                                  I/We Have the authority to bind the
                                                                  corporation

          TENANT:
                                                                  PARADIGM GEOPHYSICAL CANADA LTD.

          Moosy Teablus, President                                Per: /s/ Moosy Teablus
          -----------------------------------                        ----------------------------------
          Name & Title

          Mady Payner, Office Manager                             Per: /s/ Mady Payner
          -----------------------------------                        ----------------------------------
          Name & Title
                                                                  I/We Have the authority to bind the
                                                                  corporation




                                                            34
                     SCHEDULE A - FLOOR PLAN (Area A Premises)

SCHEDULE A-1 - FLOOR PLAN (Area B Premises)

(Floor Plan Image)

SCHEDULE A-1 - FLOOR PLAN (Area C Premises)

(Floor Plan Image)
                       SCHEDULE B - LEGAL DESCRIPTION

PLAN "A 1" BLOCK 16

LOTS 23, 24 AND 25 AND THAT PORTION OF LOT 26 WHICH LIES TO THE EAST OF THE
WESTERLY 2.88 FEET THROUGHOUT THE SAID LOT 26

EXCEPTING THEREOUT: (AS TO SURFACE)

              PLAN          NUMBER        AREA
              -----         ------        -----
              ROAD          8910616       (PTN) (LOTS 23, 24, 25,26)
                      SCHEDULE C - DETERMINATION OF OCCUPANCY COSTS

DEFINITIONS:

In this Lease

(a) "Capital Tax" means an amount allocated by the Landlord to the Building in respect of taxes, rates, duties and
assessments presently or hereafter levied, rated, charged or assessed from time to time upon the Landlord and
payable by the Landlord (or any corporation acting on behalf of the Landlord) on account of the capital that the
Landlord has invested in the Building. Capital Tax shall be allocated:

(i) as if the amount of such tax were that amount due if the Building were the only property of the Landlord; and

(ii) on the basis of the Landlord's determination of the amount of capital attributable to the Building.

Capital Tax also means the amount of any capital, sales or place of business tax levied by any government or
other applicable taxing authority against the Landlord with respect to the Building whether known as Capital Tax
or by any other name.

(b) "Occupancy Costs" means the Tenant's Pro-rata Share of the amount of Operating Expenses and Real Estate
Taxes, calculated annually.

(c) "Operating Expenses" shall mean all costs which shall be incurred by the Landlord for the complete
maintenance, repair, replacement, operating and administration of the Building and property, such as are in
keeping with maintaining the standard of a first class office building so as to give it high character and distinction,
including without limitation:

(1) cost of heating, ventilating and air conditioning;

(2) cost of providing hot and cold water;

(3) cost of sewer charges;

(4) cost of fire, casualty, liability, rental and other insurance which the Landlord carries and the costs of any
deductible amount paid by the Landlord in connection with a claim made by the Landlord under such insurance;

(5) cost of Building office expenses, including telephones, stationery and supplies;

(6) cost of fuel;

(7) cost of providing electricity and other utilities not otherwise chargeable to tenants;
(8) cost of all elevator and escalator (if installed in the Building) maintenance and operation;

(9) cost of porters, reception staff, maintenance, management and engineering staff and other non-administrative
personnel, including salaries, wages and fringe benefits;

(10) cost of providing security;

(11) cost of providing janitorial services; window cleaning and garbage removal;

(12) cost of supplies and materials;

(13) cost of landscaping, gardening and snow and ice removal;

(14) cost of decoration and maintenance of Common Areas;

(15) cost of consulting engineering fees;

(16) cost of repairs and replacements, unless otherwise included under operating costs;

(17) costs of all service contracts;

(18) cost of business taxes and audit fees for determining the amounts payable under leases;

(19) cost of the rental charge which in the Landlord's reasonable opinion is the average market rent or the
average rent charged to tenants of the Building, for the non-leasable service areas serving the Building including
without limitation and without duplication any enclosed garbage, utility, transformer, electrical, telephone or
storage rooms, corridors, and lobby area;

(20) cost of each "major expenditure" (as hereinafter defined) which may be expensed in the year incurred, or at
the Landlord's option amortized over the period of the Landlord's reasonable estimate of the economic life of the
item acquired, but not to exceed fifteen years, using equal monthly installments of principal and interest at the
prime commercial loan rate charged to borrowers having the highest credit rating from time to time by the
Landlord's principal bank, per annum compounded semi-annually, where "major expenditure" shall mean any
single expenditure incurred for replacement of machinery, equipment, building elements, repairs, systems or
facilities in connection with the property or Building which expenditure is more than 10% of the total Occupancy
Costs for the previous Fiscal Year, or for modifications or additions to the Building or property if one of the
principal purposes of such modification or addition was to reduce energy consumption or Operating Expenses or
was required by government regulation;
(21) depreciation for all structures, improvements, furnishings, fixtures, equipment, machinery, facilities, systems,
and property which is part of or installed in or used in connection with the Building which, by their nature require
periodic or substantial repair or replacement, or which are installed or used primarily to reduce the cost or
consumption of other items included in Operating Expenses (whether or not such costs in respect of the same are,
in fact, reduced); and

(22) the cost of management fees paid to managing agents or Landlord's charges in lieu thereof if the Landlord
manages the property;

There shall be excluded from Operating Expenses the following:

i. interest on Landlord's debt and capital retirement of debt;

ii. such Operating Expenses as are recovered from proceeds of insurance paid to the Landlord;

iii. costs as determined by the Landlord of repairing structural defects in the Building;

iv. costs as determined by the Landlord of acquiring new tenants to the property; and

v. any amounts directly charged by the Landlord to any tenant or tenants.

(d) "Real Estate Taxes" means: (a) any form of assessment (including any "special" assessment), property tax,
license fee, license tax, business license fee, business license tax, commercial rental tax, levy, charge, penalty or
tax, imposed by any authority having the direct power to tax, including any city, county, provincial or federal
government, or any school, agricultural, lighting, water drainage or other improvement or special district thereof,
against the Premises or the Building or the Lands or any legal or equitable interest of Landlord therein; (b) any tax
on Landlord's right to rent the Premises or against Landlord's business of leasing the Premises; (c) any
assessment, tax, fee, levy or charge in substitution, partially or totally, of or in addition to any assessment, tax, fee,
levy or charge previously included within the definition of Real Estate Taxes which may be imposed by
governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal
and for other governmental services provided to property owners or occupants; (d) all business taxes and other
taxes, if any, from time to time payable by Landlord with respect to the Common Areas; (e) Capital Tax as it
relates to or is attributed by Landlord to the Building; (f) any business transfer tax; (g) any goods and services tax
and other taxes payable pursuant to Article 8.3 of this Lease; (h) and all taxes or business taxes, if any, not
recovered, or which in Landlord's opinion are not recoverable, from tenants of the Building. It is the intention of
Landlord and Tenant that all new assessments, taxes, fees, levies and charges be included within the definition of
Real Estate Taxes for purposes of this Lease. The following shall also be included within the definition of Real
Estate Taxes for purposes of this
Lease; provided, however, that Tenant shall pay Landlord the entire amount thereof (i) any tax allocable to or
measured by the area of the Premises or the rental'payable hereunder, including without limitation, any gross
income, privilege, sales or excise tax levied by any municipal or provincial or federal government, with respect to
the receipt of such rental, or upon or with respect to the possession, leasing, operating, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; (ii) any tax
upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate
in the Premises; and (iii) all costs incurred by the Landlord contesting or appealing the Real Estate Taxes
(including, without limitation, legal, appraisal and other professional fees and costs and administration and
overhead costs). "Real Estate Taxes" shall not include the Landlord's income, franchise, inheritance or estate
taxes. (e) "Tenant's Pro-rata Share" shall be a fraction, equal to the Rentable Area of the Premises, divided by
the total Rentable Area of the Building.

(20) cost of each "major expenditure" (as hereinafter defined) which may be expensed in the year incurred, or at
the Landlord's option amortized over the period of the Landlord's reasonable estimate of the economic life of the
item acquired, but not to exceed fifteen years, using equal monthly installments of principal and interest at the
prime commercial loan rate charged to borrowers having the highest credit rating from time to time by the
Landlord's principal bank, per annum compounded semi-annually, where "major expenditure" shall mean any
single expenditure incurred for replacement of machinery, equipment, building elements, repairs, systems or
facilities in connection with the property or Building which expenditure is more than 10% of the total Occupancy
Costs for the previous Fiscal Year, or for modifications or additions to the Building or property if one of the
principal purposes of such modification or addition was to reduce energy consumption or Operating Expenses or
was required by government regulation;

21) depreciation for all structures, improvements, furnishings, fixtures, equipment, machinery, facilities, systems,
and property which is part of or installed in or used in connection with the Building which, by their nature require
periodic or substantial repair or replacement, or which are installed or used primarily to reduce the cost or
consumption of other items included in Operating Expenses (whether or not such costs in respect of the same are,
in fact, reduced); and

(22) the cost of management fees paid to managing agents or Landlord's charges in lieu thereof if the Landlord
manages the property;

There shall be excluded from Operating Expenses the following:

i. interest on Landlord's debt and capital retirement of debt;

ii. such Operating Expenses as are recovered from proceeds of insurance paid to the Landlord;

iii. costs as determined by the Landlord of repairing structural defects in the Building;

iv. costs as determined by the Landlord of acquiring new tenants to the property; and

v. any amounts directly charged by the Landlord to any tenant or tenants.
(d) "Real Estate Taxes" means: (a) any form of assessment (including any "special" assessment), property tax,
license fee, license tax, business license fee, business license tax, commercial rental tax, levy, charge, penalty or
tax, imposed by any authority having the direct power to tax, including any city, county, provincial or federal
government, or any school, agricultural, lighting, water drainage or other improvement or special district thereof,
against the Premises or the Building or the Lands or any legal or equitable interest of Landlord therein; (b) any tax
on Landlord's right to rent the Premises or against Landlord's business of leasing the Premises; (c) any
assessment, tax, fee, levy or charge in substitution, partially or totally, of or in addition to any assessment, tax, fee,
levy or charge previously included within the definition of Real Estate Taxes which may be imposed by
governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal
and for other governmental services provided to property owners or occupants; (d) all business taxes and other
taxes, if any, from time to time payable by Landlord with respect to the Common Areas; (e) Capital Tax as it
relates to or is attributed by Landlord to the Building; (0 any business transfer tax; (g) any goods and services tax
and other taxes payable pursuant to Article 8.3 of this Lease; (h) and all taxes or business taxes, if any, not
recovered, or which in Landlord's opinion are not recoverable, from tenants of the Building. It is the intention of
Landlord and Tenant that all new assessments, taxes, fees, levies and charges be included within the definition of
Real Estate Taxes for purposes of this Lease. The following shall also be included within the definition of Real
Estate Taxes for purposes of this Lease; provided, however, that Tenant shall pay Landlord the entire amount
thereof (i) any tax allocable to or measured by the area of the Premises or the rental payable hereunder, including
without limitation, any gross income, privilege, sales or excise tax levied by any municipal or provincial or federal
government, with respect to the receipt of such rental, or upon or with respect to the possession, leasing,
operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any
portion thereof; (ii) any tax upon this transaction or any document to which Tenant is a party, creating or
transferring an interest or an estate in the Premises; and (iii) all costs incurred by the Landlord contesting or
appealing the Real Estate Taxes (including, without limitation, legal, appraisal and other professional fees and
costs and administration and overhead costs). "Real Estate Taxes" shall not include the Landlord's income,
franchise, inheritance or estate taxes.

(e) "Tenant's Pro-rata Share" shall be a fraction, equal to the Rentable Area of the Premises, divided by the total
Rentable Area of the Building.

                               SCHEDULE D - RULES AND REGULATIONS

1. Security: Landlord may from time to time adopt appropriate systems and procedures for the security or safety
of the Building, any persons occupying, using or entering the same, or any equipment, finishings or contents
thereof, and Tenant shall comply with Landlord's reasonable requirements relative thereto.

2. Locks: Landlord may from time to time install and change locking mechanisms on entrances to the Building,
Common Areas thereof, and the Premises, and (unless 24 hour security is provided by the Building) shall provide
to Tenant a reasonable number of keys and replacements therefore to meet the bona fide requirements of Tenant.
In these rules "keys" include any device serving the same purpose. Tenant shall not add to or change existing
locking mechanisms on any door in or to the Premises without Landlord's prior written consent. If with
Landlord's consent, Tenant installs lock(s) incompatible with the Building master locking system:
(a) Landlord, without abatement of Rent, shall be relieved of any obligation under this Lease to provide any
service to the affected areas which requires access thereto;

(b) Tenant shall indemnify Landlord against any expenses as a result of a forced entry thereto which may be
required in an emergency; and

(c) Tenant shall at the end of the Term and at Landlord's request remove such lock(s) at Tenant's expense.

3. Return of Keys: At the end of the Term, Tenant shall promptly return to Landlord all keys for the Building and
Premises which are in possession of Tenant.

4. Windows: Tenant shall observe Landlord's rules with respect to maintaining uniform drapes and Venetian
blinds at all windows in the Premises so that the Building presents a uniform exterior appearance, and shall not
install any window shades, screen, drapes, covers or other materials on or at any window in the Premises without
Landlord's written consent. Tenant shall ensure that all drapes and Venetian blinds are closed on all windows in
the Premises while they are exposed to direct rays of the sun.

5. Repair. Maintenance. Alterations and Improvements: Tenant shall carry out Tenant's repair, maintenance,
alterations and improvements in the Premises only during time agreed to in advance by Landlord and in a manner
which will not interfere with the rights of other tenants in the Building.

6. Water Fixtures: Tenant shall not use water fixtures for any purpose for which they are not intended, nor shall
water be wasted by tampering with such fixtures. Any cost or damage resulting from such misuse by Tenant shall
be paid for by Tenant.

7. Personal Use of Premises: The Premises shall not be used or permitted to be used for residential, lodging or
sleeping purposes or for the storage of personal effects or property not required for business purposes.

8. Heavy Articles: Tenant shall not place in or move about the Premises without Landlord's prior written consent
any safe or other heavy article which in Landlord's reasonable opinion may damage the Building, and Landlord
may designate the location of any heavy articles in the Premises.

9. Carpet Pads: In those portions of the Premises where carpet has been provided directly or indirectly by
Landlord, Tenant shall at its own expense install and maintain pads to protect the carpet under all furniture having
casters other than carpet casters.

10. Bicycles. Animals: Tenant shall not bring any animals or birds into the Building, and shall not permit bicycles
or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by
Landlord for such purposes.

11. Deliveries: Tenant shall ensure that deliveries of materials and supplies to the Premises are made through such
entrances, elevators and corridors and at such times as may from time to time be designated by Landlord, and
shall promptly pay or cause to be paid to Landlord the cost of repairing any damage in the Building caused by
any person making such deliveries.
12. Furniture and Equipment: Tenant shall ensure that furniture and equipment being moved into or out of the
Premises is moved through such entrances, elevators and corridors and at such times as may from time to time be
designated by Landlord, and by movers or a moving company approved by Landlord, and shall promptly pay or
cause to be paid to Landlord the cost of repairing any damage in the Building caused thereby, and the cost of
building staff regarding special moving requirements of the Tenant. 13. Solicitations:
Landlord reserves the right to restrict or prohibit canvassing, soliciting or peddling in the Building.

14. Food and Beverages: Only persons approved from time to time by Landlord may prepare, solicit orders for,
sell, serve or distribute foods or beverages in the Building, or use the elevators, corridors or Common Areas for
any such purpose. Except with Landlord's prior written consent and in accordance with arrangements approved
by Landlord, Tenant shall not permit on the Premises the use of equipment for dispensing food or beverages or
for the preparation, solicitation of orders for, sale, serving or distribution of food or beverages.

15. Refuse: Tenant shall place all refuse in proper receptacles provided by Tenant at its, expense in the Premises
or in receptacles (if any) provided by Landlord for the Building, and shall keep sidewalks and driveways outside
the Building, and lobbies, corridors, stairwell, ducts and shafts of the Building free of all refuse.

16. Obstructions: Tenant shall not obstruct or place anything in or on the sidewalks or driveways outside the
Building or in the lobbies, corridors, stairwells or other Common Areas of the Building, or use such locations for
any purpose except access to and exit from the Premises without Landlord's prior written consent. Landlord may
remove at Tenant's expense any such obstruction or thing (unauthorized by Landlord) without notice or obligation
to Tenant.

17. Dangerous or Immoral Activities: Tenant shall not make any use of the Premises which involves the danger of
injury to any person, nor shall the same be used for any immoral purpose.

18. Proper Conduct: Tenant shall not conduct itself in any manner which is inconsistent with the character of the
Building as a first quality Building or which will impair the comfort and convenience of other tenants in the
Building.

19. Employees. Agents and Invitees: In these Rules and Regulations, Tenant includes the employees, agents,
invitees and licensees of Tenant and others permitted by Tenant to use or occupy the Premises.

20. Signs: Tenant shall not paint, display, inscribe, place or affix any sign, picture, advertisement, notice, lettering
or direction on any part of the exterior of the Premises or so as to be visible from the exterior of the Premises
without the Landlord's written consent. Tenant shall adhere to the building standard identification signs for tenants
to be placed on the outside of the doors leading into the Premises of tenants of multiple tenancy floors.
                               SCHEDULE E - TENANT IMPROVEMENTS

1. Definition of Leasehold Improvements:

For purposes of the Lease, the term "Leasehold Improvements" includes, without limitations, all fixtures,
improvements, installations, alterations and additions from time to time made, erected or installed by or on behalf
of the Tenant, or any previous occupant of the Premises, in the Premises and by or on behalf of other tenants in
other premises in the Building (including the Landlord if an occupant of the Building), including all partitions and
hardware however affixed, and whether or not movable, all mechanical electrical and utility installations and all
carpeting and drapes, with the exception only of furniture and equipment not of the nature of the fixtures.

2. Installation of Improvements and Fixtures:

(a) All work including changes to the structure or the systems employed in the Building necessitated by the
Tenant's work shall be first approved by the Landlord.

(b) The preparation of all design and working drawings and specifications relating to completion of the Premises
for occupation by the Tenant and the calling of Tenders and letting of contracts relating to the Tenant's work and
the supervision and completion of the Tenant's work and payment therefore shall be the responsibility of the
Tenant.

(c) Approvals must be obtained by the Tenant for its work from the municipal building department and all
authorities having jurisdiction and the Tenant must submit evidence of these approvals to the Landlord before
commencing work. The Tenant shall be responsible for payment of all fees and charges incurred in obtaining said
approvals to the Landlord before commencing work and for obtaining an occupancy permit prior to opening.

(d) All the Tenant's Work required by the Tenant to complete the Premises for occupancy shall be carried out
with good workmanship and shall not be in contravention of the codes or regulations of the municipality or any
other authority having jurisdiction.

(e) Before commencing any work, the Tenant shall furnish the Landlord with written proof of all contractors'
comprehensive general liability insurance for limits not less than those required by the Lease. The Landlord shall
be named as an additional named insured in the Tenant's insurance policy.

(f) Before commencing any work, the Tenant shall furnish the Landlord with written proof of all contractors'
Workers' Compensation Board Clearance.

(g) The Tenant shall at all times keep the premises and all other areas clear of waste materials and refuse caused
by itself, its suppliers, contractors or by their work.

(h) The Landlord may require the Tenant to clean up on a daily basis and be entitled to clean up at the Tenant's
expense if the Tenant shall not comply with the Landlord's reasonable requirements.
(i) All Tenant work including the delivery, storage and removal of materials shall be subject to the reasonable
supervision of the Landlord and shall be performed in accordance with any reasonable conditions or regulations
imposed by the Landlord including, without limitation, payment on demand of a reasonable fee of the Landlord
for such supervision.

(j) In no event shall the Tenant alter or interfere with window coverings (if any) or other light control device (if
any) installed in the Building.

(k) The Landlord may require that the Landlord's contractors and sub-contractors be engaged for any
mechanical or electrical work.

(1) No locks shall be installed on the entrance doors or in any doors in the Premises that are not keyed to the
Building master key system.

(m) The Landlord shall not in any way be responsible for or liable with regard to any work carried out or any
materials left or installed in the Premises and shall be reimbursed for any additional cost and expenses caused
which may be occasioned to it by reason thereof and for any delays which may be directly or indirectly caused by
the Tenant or its contractor. (n) Any damages caused by the Tenant, their contractors or subtrades employed on
the work to any of the structure or the systems employed in the Building or to any property of the Landlord or of
other Tenants, shall be repaired by the Landlord's contractor to the satisfaction of the Landlord and the Landlord
may recover the costs incurred from the Tenant.

(o) If the Tenant's contractor neglects to carry out the work properly or fails to perform any work required by or
in accordance with the approved plans and specifications, the Landlord, after 30 days written notice to the
Tenant and the Tenant's contractor may, without prejudice to any right or remedy, complete the work, remedy
the default or make good any deficiencies and recover the costs incurred from the Tenant.

(p) The Tenant shall maintain and keep on the Premises at all times during construction and the Term of the
Lease, a suitable portable fire extinguisher for Class A, B and C fires.

(q) The Tenant shall perform its work expeditiously and efficiently and shall complete the same within the period
stipulated in the Offer to Lease or any other agreement between the parties subject only to circumstances over
which the Tenant has no control and which by the exercise of due diligence could not have been avoided.

(r) On completion of the Tenant's work, the Tenant shall forthwith furnish to the Landlord a statutory declaration
stating that there are no builders' Hens outstanding against the demised premises on account of the Tenant's work
and that all accounts for work, service and materials have been paid in full with respect to all of the Tenant's
work, together with evidence in writing satisfactory to the Landlord that all assessments under the Workers
Compensation Act have been paid.

(s) The Tenant shall not suffer or permit any Builders' or other lien for work, labour, services or materials to be
filed against or attached to the entire premises or any part thereof. The Tenant agrees that if any builders' lien is
filed, as aforesaid as a result of his occupancy or possession, the Tenant shall do all within its power to have the
lien removed at the earliest possible date. This includes, but shall not be limited to, payment of monies into court
and/or any other remedy which would result in the lien being removed from the titles for the entire premises
forthwith.
(t) No work shall be commenced by the Tenant until all drawings and specifications have been approved in
writing by the Landlord and until the Tenant has secured approval and permits from all authorities having
jurisdiction and submitted proof of same to the Landlord. The Tenant shall complete all work in a good and
workmanlike manner, and in strict accordance with the drawings and specifications approved by the Landlord.
The Tenant agrees to indemnify and save the Landlord harmless from any and all loss, damage or injury which
may result from the Tenant's activities in the entire premises in completing the demised premises as aforesaid. The
Tenant acknowledges and agrees that there may be inconvenience associated with completing either the
Landlord's Work or the Tenant's Work.

(u) If the Tenant does not comply with the provisions of the Lease or any other agreement relative to the
construction or occupation of the Premises, including this Schedule, the Landlord, in addition to and not in lieu or
by other rights or remedies, shall have any or all of the following rights in its discretion:

(i) to declare all fees, charges and other sums payable by the Tenant to the Landlord pursuant to this Schedule to
be rent and to be collectable as rent under the provisions of this Lease; or

(ii) to declare and treat the Tenant's non-compliance as a default or breach of covenant under this Lease and
exercise any right available under the provisions of this Lease, including the right of termination.

3. Removal of Improvements and Fixtures:

All Leasehold Improvements in or upon the Premises shall immediately upon their placement be and become the
Landlord's property without compensation therefore to the Tenant. Except to the extent otherwise expressly
agreed by the Landlord in writing, no Leasehold Improvements, furniture or equipment shall be removed by the
Tenant from the Premises either during or at the expiration or sooner termination of the Term except that:

(a) the Tenant shall, prior to the end of the Term, remove such of the Leasehold Improvements and trade fixtures
in the Premises as the Landlord shall require to be removed; and

(b) the Tenant may, at the time appointed by the Landlord and subject to availability of elevators (if installed in
the Building), remove its furniture and equipment at the end of the Term, and also during the Term in the usual and
normal course of its business where such furniture or equipment has become excess for the Tenant's purposes or
the Tenant is substituting therefore new furniture and equipment.

The Tenant shall, in the case of every removal, make good at the expense of the Tenant any damage caused to
the Premises by the installation and removal. In the event of the non- removal by the end of the Term, or sooner
termination of this Lease, of such trade fixtures or Leasehold Improvements required by the Landlord of the
Tenant to be removed, the Landlord shall have the option, in addition to its other remedies under this Lease, to
declare to the Tenant that such trade fixtures are the property of the Landlord and the Landlord upon such a
declaration may dispose of such trade fixtures and retain any proceeds of disposition as security for the debts,
liabilities and obligations of the Tenant and the Tenant shall be liable to the Landlord for any expense incurred by
the Landlord.
4. For the purpose of this Lease and except as specified in the Lease:

(a) the term "Landlord's Work" shall mean finishing the Premises in a mariner and in colours standard to the
Building which, without limiting the generality of the foregoing, will include those items set out in Schedule F
attached hereto.'

(b) the term "Tenant's Work" shall mean all work other than the Landlord's Work required to be done to
complete the Premises for occupancy by the Tenant. The Tenant's Work shall not be undertaken or commenced
by the Tenant until:

(i) all permits necessary for the installation of the Tenant's improvements and approval have been obtained by the
Tenant from applicable municipal and other government departments, prior to the commencement of the
installation by Tenant, and copies provided to the Landlord;

(ii) a certificate of insurance has been provided to the Landlord showing that a valid insurance policy is in place
naming the Landlord as co-insured for minimum general liability no less than 2 million dollars; and

(iii) proper documentation has been provided by the Tenant to the Landlord verifying that provisions have been
made by the Tenant for payment in full of all costs of the Tenant's Work.

(c) All improvements to the Premises shall conform to the quality standards of the Building. The Tenant shall use
an architect to design and prepare working drawings and specifications of the Tenant's Work and shall submit
them for the Landlord's prior written approval.
                   SCHEDULE F - LANDLORD'S WORK AND TENANT'S WORK

Only those items enumerated below as Landlord's Work ("Landlord's Work") will be provided and installed by
the Landlord in the Premises on a "once only" basis at the Landlord's expense in accordance with the Landlord's
choice of materials. All other work required for the Premises, including those items enumerated as Tenant's Work
will be provided and installed by the Tenant, at the Tenant's sole cost and expense. Excepting the items shown as
Landlord's Work, it is hereby agreed that the Premises are leased on an "as is, where is" basis and there are no
representations or warranties concerning the Premises or the Building except as contained herein.

LANDLORD'S WORK

NONE

TENANT'S WORK

1. All improvements to Premises in excess of Landlord's Work including all further electrical and mechanical
requirements.

2. Any changes desired by the Tenant to the Landlord's Work are subject to the Landlord's approval and shall
be made at the Tenant's expense.

3. All permits and approvals necessary for the installation of the Tenant's improvements shall be obtained by the
Tenant from applicable municipal and other government departments, prior to the commencement of the
installations by the Tenant.
EXHIBIT 10.5

                               CONSENT TO SUBLEASE AGREEMENT
                                      (THE "AGREEMENT")

This Agreement made as of JUNE 14, 2004.

Amongst:

                    CONSOLIDATED PROPERTIES (520 - 5(TM) AVENUE) LTD.
                             (hereinafter referred to as the "Landlord")

                                           OF THE FIRST PART
                                                  and

                              PARADIGM GEOPHYSICAL CANADA LTD.

                                    (hereinafter referred to as the "Tenant")

                                          OF THE SECOND PART

                                                       and

                                      BRYCOL CONSULTING LTD.

                                   (hereinafter referred to as the "Subtenant")

                                           OF THE THIRD PART

RECITALS

A. By lease dated June 30, 2003 (the "Lease") between Consolidated Properties (520 - 5th Avenue) Ltd.
("Consolidated") and the Tenant, Consolidated leased to the Tenant the premises (the "25th Floor Premises")
known as Suite 2500 with an approximately area of 8,076 located on the 25th floor of the building located at
520 - 5th Avenue SW, Calgary, Alberta (the "Building") more particularly described in the Lease.

B. By offer to sublease (the "Sublease") accepted May 13, 2004 the Tenant agreed to sublease the 25th Floor
Premises to the Subtenant on the terms and conditions more particularly described herein.

E. The Tenant has requested that the Landlord consent to the Sublease, a copy of which is attached hereto as
Schedule "A".
THEREFORE THIS AGREEMENT witnesses that in consideration of the consent of the Landlord to the
Sublease and the mutual covenants and agreements contained below, the parties hereto agree as follows:

1. Interpretation

The capitalized terms used herein and not otherwise defined herein shall have the meanings given thereto in the
Lease.

2. Subtenant Bound By Lease

The Subtenant agrees to be bound by and perform all terms and conditions of the Lease except for those
obligations as to Rent and the Term. The Tenant and the Subtenant agree, on a joint and several basis, to
indemnify and save harmless the Landlord against any and all actions suffered by the landlord and arising from a
breach by the Subtenant of any of its obligations under this agreement or the Sublease or resulting from the
occupancy of the premises under the Sublease by the Subtenant. The Tenant agrees any default by the Subtenant
under this Agreement shall be deemed to be a default under the Lease.

3. Conditions to Agreement

The Landlord hereby consents to the Sublease subject to the terms and conditions of this Agreement. The Tenant
and the Subtenant acknowledge and agree that this Agreement is expressly conditional upon:

a. the Tenant performing its obligations under the Lease; and

b. the Subtenant performing its obligations under the Sublease to the extent that a breach of any such obligation
would be, if not performed, a breach under the Lease.

These conditions are for the sole benefit of the Landlord and if breached will entitle the Landlord,, at its option, to
waive such breach or terminate this Agreement upon written notice to the Subtenant and Tenant without limiting
any other remedies of the landlord under this Agreement, the Lease or at law or equity.

4. No Release

This Agreement shall in no way release the Tenant or any person or entity claiming by, through or under the
Tenant, including the Subtenant, from any of its covenants, agreements, liabilities and duties under the Lease
(including, without limitation, all duties to cause and keep Landlord and others named or referred to in the Lease
fully insured and indemnified with respect to any acts or omissions

                                                          2
of the Subtenant or its agents, employees or invitees or other matters arising by reason of the Sublease or the
Subtenant's use occupancy of the Premises), as the same may be amended from time to time, without respect to
any provision to the contrary in the Sublease.

5. Specific Provisions of Lease and Sublease

This Agreement does not constitute approval by Landlord of any of the provisions of the Sublease nor shall this
Agreement be construed to amend the Lease in any respect. Any purported modifications of the Lease contained
in the Sublease shall be solely for the purpose of setting forth the rights and obligations as between the Tenant and
the Subtenant and shall not be binding on the Landlord.

6. Amendment of Sublease

The Tenant and the Subtenant shall not amend the Sublease in any respect without the prior written approval of
the Landlord, such approval not to be unreasonably withheld. In no event shall any such amendment affect or
modify or be deemed to affect or modify the Lease in any respect. If the Sublease is an agreement to sublease
and the tenant and the Subtenant subsequently enter into a sublease, the Tenant shall provide a fully executed true
copy of the sublease to the Landlord and the provisions of this Agreement shall be deemed to apply to such
sublease.

7. Limited Agreement

This Agreement does not and shall not be construed or implied to be a consent to any other matter for which the
Landlord's consent is required under the Lease, including, without limitation, any alterations to the Premises, any
additional sublease of the Premises or part thereof, any assignment or transfer of the Lease or any interest therein
or any transfer or assignment of this Sublease.

8. The Tenant's Continuing Liability

The Tenant shall be liable to the Landlord for any default under the Lease, whether such default is caused by the
Tenant or the Subtenant or anyone claiming by or through either the Tenant or the Subtenant, but the foregoing
shall not be deemed to restrict or diminish any right which the Landlord may have against the Subtenant pursuant
to the Lease, in law or in equity for violation of the Lease or otherwise, including, without limitation, the right to
enjoin or otherwise restrain any violation of the Lease by the Subtenant.

9. Acceptance by the Tenant and the Subtenant

The Tenant and the Subtenant understand and acknowledge that the Landlord has agreed to execute this
Agreement based upon the Tenant's and the

                                                          3
Subtenant's acknowledgement and acceptance of the terms and conditions hereof.

10. Insurance

Effective the earlier of the commencement date of the Sublease or occupancy by the Subtenant of the subleased
premises, in addition to complying with the requirements of the Lease as to insurance as if the Subtenant were the
Tenant thereunder, the Subtenant agrees to provide evidence of such insurance prior to taking possession of the
Premises. The Subtenant confirms that the insurance it is required to place for the Premises under this Agreement
and the Sublease is being placed for the benefit of the Landlord and the Tenant. The Subtenant confirms that its
insurance is primary in relationship to the Landlord's and the Tenant's insurance. The Tenant confirms its
insurance is primary in relationship to the Landlord's insurance.

11. Subordination

The Sublease is, in all respects, subject and subordinate to the Lease, as the same may be amended.
Furthermore, in the case of any conflict between the provisions of this Agreement or the Lease and the provisions
of the Sublease, the provisions of this agreement or the Lease, as the case may be, shall prevail unaffected by the
Sublease.

12. Additional Rent

Notwithstanding anything to the contrary herein, the Tenant acknowledges and agrees that the Tenant will
promptly pay to the Landlord throughout the Term of the Lease any Additional Rent owed to the Landlord as
required under the Lease, and otherwise comply with the provisions of the Lease which may be relevant to the
Sublease. Without limiting the generality of the foregoing, the Tenant specifically agrees to pay all of the
Landlord's costs, charges and expenses, including reasonable lawyer's fees, incurred in connection with the
Sublease and this Agreement upon submission of bills therefore, and that the failure to pay the same upon
demand shall be a default under the Lease.

13. Termination of Lease and Attornment

If at any time prior to the expiration of the term of the Sublease the Lease shall terminate or be terminated for any
reason (or the Tenant's right to possession shall terminate without termination of the Lease), the Sublease and all
parking rights thereunder shall simultaneously terminate. However, the Subtenant agrees, at the election and upon
written demand of the Landlord, and not otherwise, that it shall be deemed to have attorned to the Landlord and
entered in a new lease (the "New Lease") for the remainder of the term of the Sublease (the "Remainder Term")
and the New Lease and such attornment shall be upon

                                                          4
all of the same terms and conditions of the Lease except that: (i) the term of the New Lease shall be the
Remainder Term; (ii) the premises shall be the premises described in the Sublease; and (iii) the basic rent under
the New Lease shall be the greater of the Net Rent payable under the Lease or the then current market rent for
similar improved premises in similar buildings in similar locations (without reference to subleased premises) as
determined by the Landlord objectively and on written notice to the Subtenant. The foregoing provisions of this
paragraph shall apply notwithstanding that, as a matter of law, the Sublease may otherwise terminate upon the
termination of the Lease, and no further instrument shall be required to give effect to such provisions. The New
Lease shall be effective on the date the Lease is terminated and the Subtenant shall be liable to make all
readjustments necessary to give effect to the New Lease within 5 days of written notice from the Landlord. Upon
the demand of the Landlord, however, the Subtenant agrees to execute, from time to time, documents in
confirmation of the foregoing provisions of this paragraph satisfactory to the landlord in which the Subtenant shall
acknowledge such attornment and shall set forth the terms and conditions of its tenancy. Nothing contained in this
paragraph shall be construed to impair or modify any right otherwise exercisable by the Landlord, whether under
the Lease, or under any other agreement or in law.

14. Services

the Tenant hereby agrees that the Landlord may furnish to the Premises services required by the Subtenant other
than or in addition to those to be provided under the Lease, and bill the Subtenant directly for such services for
the convenience of, and without notice to, the Tenant. The Subtenant hereby agrees to pay the Landlord all
amounts which may become due for such services on the due dates therefore. If the Subtenant shall fail to do so,
however, the Tenant agrees to pay such amounts to the Landlord upon demand as Additional Rent under the
Lease, and the failure to pay the same upon demand shall be a payment default under the Lease.

15. Waiver and Privity

Nothing herein contained shall be deemed a waiver of any of the Landlord's rights under the Lease. Except as
expressly provided in this Agreement, the Landlord shall not be deemed to have privity of contract with the
Subtenant or owe any obligation or duty to the Subtenant under the Lease or otherwise until such time as the
Landlord exercises its option under paragraph 13 hereof. Any duties of the Landlord under the Lease shall be
solely in favour of, for the benefit of and enforceable by the Tenant.

16. Notices

The Subtenant agrees to promptly deliver a copy to the Landlord of all notices of default and all other notices
sent to the Tenant under the Sublease, and the

                                                         5
Tenant agrees to promptly deliver a copy to the Landlord of all such notices sent to the Subtenant under the
Sublease. The Landlord agrees to promptly deliver a copy to the Subtenant of all notices of default sent to the
Tenant. All copies of any such notices shall be delivered personally or sent by registered or certified mail, postage
prepaid, return receipt requested or by facsimile transmission to the parties as follows:

if to the Landlord, at the Landlord's address in the Lease;

if to the Tenant,

Suite 600, 520 - 5th Avenue SW Calgary, Alberta T2P 3R7 Facsimile:
403-750-3536

if to the Subtenant,

Suite 2500, 520 - 5th Avenue SW
Calgary, Alberta T2P 3R7
Attention: Paul Hookman
Facsimile: 403-234-0301

or such other address specified in writing by any party to the other parties from time to time.

17. More Than One Entity

If either the Tenant or the Subtenant is comprised of more than one person, the covenants of each of such
persons comprising the Tenant or the Subtenant as the case may be shall be deemed joint and several and not
several. In this Agreement, "person" means and includes (without limitation) any individual, partnership, firm,
company, corporation, incorporated or unincorporated association, co-tenancy, joint venture, syndicate, trust,
government, governmental or quasi-governmental agency, board, commission or authority, organization or any
other form of entity howsoever designated or constituted or any group, combination or aggregation of any of
them.

18. The Tenant and the Subtenant Bound

By executing this Agreement, the Tenant and the Subtenant acknowledge and agree to be bound by all of the
terms and conditions of the Landlord's consent to the Sublease as set forth herein.

                                                         6
19. Amendments

This Agreement may be altered or amended only by a written agreement signed by all parties to this Agreement.

20. Governing Laws

This Agreement shall be governed by the laws of Alberta and Canada applicable therein.

21. Successors and Assigns

This Agreement will enure to the benefit and be binding upon the parties to this Agreement and their respective
successors and assigns.

22. Counterpart Execution

This Agreement may be executed in any number of counterparts, with the same effect as if all the parties had
signed the same document and will be come effective once a signed counterpart is delivered by each of the
parties to the other. This Agreement shall be deemed to be executed under seal by all parties even if a party fails
to apply its seal.


         THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK

                                                         7
Execution by Fax

This Agreement may be executed by a party and delivered by fax and if so executed and transmitted, this
Agreement will be for all purposes effective as if the parties had delivered and executed the original Agreement.

IN WITNESS WHEREOF the Landlord, the Tenant and the Subtenant have duly executed this Agreement as of
the date and year first written above.

                                      CONSOLIDATED PROPERTIES
                                        (520 - 5TH AVENUE) LTD.

                                   Per: /s/ V. Boure
                                      ----------------------------------
                                      Name: V. Boure
                                      Authorized Signatory


                                   Per:_________________________________
                                       Name:
                                       Authorized Signatory




                              PARADIGM GEOPHYSICAL CANADA LTD.

                                   Per: /s/ M Rayner
                                      ----------------------------------
                                      Name: M. Rayner
                                      Authorized Signatory


                                   Per:_________________________________
                                       Name:
                                       Authorized Signatory




                                       BRYCOL CONSULTING LTD.

                                   Per: /s/ Paul James Hookham
                                      ----------------------------------
                                      Name: Paul James Hookham
                                      Authorized Signatory



                                   Per:_________________________________
                                       Name:
                                       Authorized Signatory




                                                        8
       SCHEDULE"A"
COPY OF SUBLEASE ATTACHED)
May 13, 2004

Paradigm Geophysical Canada Ltd.
c/o CMN Calgary Inc.
1000 Royal Bank Building
335-8th Avenue S.W.
Calgary, AB T2P 1C9

Dear Sirs:

This Offer to Sublease ("Offer") formally expresses the intent of Brycol Consulting Ltd. to sublease from
Paradigm Geophysical Canada Ltd. those certain premises on the 25* floor of 520 - 5"1 Avenue S.W. (the
"Building") upon the following terms and conditions:

         1. SUBTENANT:        Brycol Consulting Ltd.

         2. SUBLANDLORD:      Paradigm Geophysical Canada Ltd.

         3. SUBPREMISES:      The subleased premises shall comprise of the 25th floor of the
                              Building as outlined in Schedule "A" attached hereto having a
                              rentable area (the "Rentable Area") of approximately Eight
                              Thousand Seventy Six (8,076) square feet (the "Subpremises").
                              The Rentable Area of the Subpremises shall be determined in
                              accordance with the Landlord's current building measurement
                              standards.

         4. CONDITION OF
            SUBPREMISE:       The Subpremises shall be accepted and leased by Subtenant on
                              an "as-is" basis with respect to all existing leasehold
                              improvements contained therein. The Subtenant agrees not to
                              make, erect, install or alter any leasehold improvements in
                              the Subpremises without having obtained the prior written
                              approval of the     Sublandlord,   (not to be     unreasonably
                              withheld), and the Landlord's approval in accordance with the
                              provisions of the Lease. The Subtenant's request for any
                              approval hereunder shall be in writing and accompanied by an
                              adequate description of the contemplated work and where
                              appropriate, working drawings and specifications thereto.

         5. TERM
            OF SUBLEASE:      The term of the Sublease shall commence on July 1, 2004 (the
                              "Commencement Date") and expire on October 30, 2008 (the
                              "Term").

         6. BASIC RENT:       The Subtenant shall pay Fifteen Dollars Fifty Cents ($15.50)
                              per rentable square foot to the Sublandlord as Basic Rent
                              ("Basic Rent") for the Subpremises in respect of each year of
                              the Term.

         7. ADDITIONAL
            RENT:             Throughout   the Term,    the Subtenant    shall pay to the
                              Sublandlord its pro-rata share of operating expenses and taxes
                              (the estimated for 2004 is $10.44 per rentable square foot),
                              and all other amounts of additional rent (the "Additional
                              Rent") pertaining to the Subpremises in accordance with the
                              provisions of the Lease.

                              In addition to the foregoing, the Subtenant shall also be
                              responsible to pay business taxes pertaining to its use and
                              occupation of the Subpremises.

         8. DEPOSIT:          Upon the unconditional acceptance of this Offer to Sublease,
                              the Subtenant shall provide an additional deposit, in the
                              amount of Thirty Five Thousand ($35,000) payable to CMN
                              Calgary Inc., in trust, to be held without interest and
                              applied to Basic Rent, Additional Rent and GST falling due for
                              the first one (1) month and the balance to be applied against
                              the last one (1) month of the Term.
9. SUB-SUBLETTING AND ASSIGNMENT:The Subtenant shall not be permitted to assign the Sublease or
to sub-sublease the Subpremises or any portion thereof without the Sublandlord's prior written approval not to
be unreasonably withheld and the Landlord's prior written approval subject to the provisions of the Lease. Any
such sub-subletting or assignment shall not relieve the Subtenant of its covenants and obligations under this
Sublease.

10.SUBLANDLORD'S

             CONDITIONS:      This Offer is subject to the following conditions:

                              a) Review and approval by the Sublandlord of the financial
                              status of the Subtenant within five (5) business days of
                              mutual acceptance of this Offer. The Subtenant agrees to
                              provide the Sublandlord, within two (2) business days of such
                              request with credit references and such other financial
                              information relating to Subtenant as Sublandlord may request
                              and Subtenant consents to Sublandlord making such inquiries as
                              Sublandlord deems necessary, and

                              b) the Sublandlord obtaining the Landlord's consent to the
                              proposed Sublease on in accordance with the Headlease; and

                              c) Sublandlord Executive approval of this approval within TWO
                              (2) BUSINESS DAYS.

                              These Conditions are for the benefit of the Sublandlord and
                              must be waived in writing by the Sublandlord. If written
                              notification of the satisfaction or waiver of these conditions
                              precedent is not provided by the Sublandlord to the Subtenant
                              within the aforesaid time, this Offer to Sublease shall be
                              null and void and of no further force and effect.

         11.SUBTENANT'S
            CONDITIONS:       This Offer is subject to the following conditions:

                              a) Subtenant's review and acceptance of the Sublandlord's
                              Standard Form of Lease within five (5) business days of mutual
                              agreement to the business terms of this Offer.

                              This Condition is for the benefit of the Subtenant and must be
                              waived in writing by the Subtenant. If written notification of
                              the satisfaction or waiver of this condition precedent is not
                              provided by the Subtenant to the Sublandlord within the
                              aforesaid time, this Offer to Sublease shall be null and void
                              and of no further force and effect.

         12.FORMAL
            DOCUMENTATION: Within seven (7) business days following the unconditional
                           acceptance of this Offer, the Sublandlord agrees to prepare
                           and deliver to the Subtenant a sublease agreement (the
                           "Sublease"), which shall incorporate the provisions of this
                           Offer and the underlying provisions of the Lease, except for
                           the amount of Basic Rent, rights of renewal, rights of
                           expansion, rights of first refusal, rights of termination and
                           such other similar rights. The Subtenant shall execute and
                           return the Sublease to Sublandlord within five (5) business
                           days from the date of receipt, and in any event prior to
                           obtaining possession of the Subpremises. It is acknowledged
                           that the Landlord must approve the Sublease, to confirm that
                           the terms in the Sublease conform to the terms in this Offer.
                           The Sublease will contain a condition to allow for the
                           obtaining of the Landlord's confirmation.
          13.FIXTURES:        AIR HANDLING UNIT/RAISED FLOOR -The air handling unit and the
                              raised floor located in the computer room shall be for the
                              sole and exclusive use of the Subtenant. The daily maintenance
                              of the two fixtures shall be the sole responsibility of the
                              Subtenant. Provided the Subtenant is in occupancy of the
                              Premises the air handling unit and raised floor shall be the
                              sole exclusive use of the Subtenant. If the Subtenant is not
                              in occupancy of the Premises the fixtures, including any
                              restoration, shall revert to the SublandloroVLandlord.

          14.PARKING:         The Sublandlord shall provide three (3) assigned parking
                              stalls in the Building parking lot (at standard rates) for the
                              Subtenant's use during the Term. (Stalls 26, 46 and 47)

          15.TRANSMISSION
             VIA FACSIMILE: All parties agree that this Letter may be transmitted by
                            facsimile device and that reproduction of signatures by way of
                            this   facsimile   device will be treated as though such
                            reproductions were executed originals and communication by
                            such means will be legal and binding.

          16.BASIC FREE
             RENT:            The Subtenant shall not be obliged to pay Basic Rent for July
                              2004and one half (1/2) of August 2004.

          17.ACCEPTANCE:      This Counter Offer to Sublease is open for acceptance by the
                              Sublandlord on or before 4:00 p.m. May 20,2004 and if accepted
                              it is the intention of the Sublandlord and the Subtenant that
                              subject only to the conditions set out in Paragraph 11 and 12
                              herein, this accepted Offer constitutes a binding contract and
                              the provisions hereof are to be interpreted accordingly, and
                              if not accepted by then, will be null and void and of no
                              further effect.




Should you find these terms and conditions acceptable, please indicate your acceptance by executing below and
returning to our attention.

Yours truly,

BRYCOL CONSULTING LTD.

                                   Per: /s/ Paul Hookham
                                      --------------------------------
                                      Name: Paul Hookham




The terms and conditions of this Letter are hereby agreed to and accepted this 31st day of May 2004.

PARADIGM GEOPHYSICAL CANADA LTD.

                                   Per: /s/ M. Rayner
                                      --------------------------------
                                      M. Rayner
                                      Authorized Signature
SCHEDULE "A"
 FLOOR PLAN

(Floor Plan Image)
                                            SCHEDULE "A"

Attached to and forming part of a Sublease between Brycol Consulting Ltd. and Paradigm Geophysical Canada
Ltd.


                                             FLOOR PLAN

                                            (Floor Plan Image)
EXHIBIT 10.6

                                           SUBLEASE
                          THIS SUBLEASE dated as of the 24th day of June 2004.

BETWEEN:

                               PARADIGM GEOPHYSICAL CANADA LTD.
                                 (hereinafter referred to as "the Sublandlord")

OF THE FIRST PART

                                                       - and-

                                       BRYCOL CONSULTING LTD.
                                    (hereinafter referred to as the "Subtenant")

OF THE SECOND PART

WHEREAS by a Lease dated June 30, 2003 between Consolidated Properties (520 - 5th Avenue) Ltd. as
landlord and Paradigm Geophysical Canada Ltd. as tenant, (hereinafter referred to as the "Lease"), Paradigm
Geophysical Canada Ltd. did lease from Consolidated Properties (520 - 5th Avenue) Ltd. certain leased
premises in the building municipally described as 520 - 5th Avenue SW, Calgary, Alberta the ("Building") as
more particularly described in the Lease, a copy of which is attached hereto as Schedule "B".

AND WHEREAS the Sublandlord and Subtenant have agreed to enter into this Sublease on the terms and
conditions hereinafter set forth;

NOW, THEREFORE, WITNESSETH that in consideration of the rents, covenants, and agreements to be paid
and observed the Subtenant does sublease from the Sublandlord the Subleased Premises, on the terms and
conditions hereinafter set forth (hereinafter referred to as the "Sublease").

1. SUBLEASED PREMISES

The premises to be subleased by the Sublandlord to the Subtenant shall consist of a rentable area (the "Rental
Area") of eight thousand and seventy six (8,076) square feet, comprising of the twenty-fifth (25th) floor of the
Building as outlined in red on the floor plan attached hereto as Schedule "A" (hereinafter referred to as the
"Subleased Premises").

2. TERM

The term of this Sublease (hereinafter referred to as the "Term") shall be for a period of four (4) years and six (6)
months less one (1) day. The Term shall commence on July 1, 2004 (hereinafter referred to as the
"Commencement Date") and shall expire on December 30, 2008 (hereinafter referred to as the "Expiry Date").
3. RENT

Rent (hereinafter referred to as "Basic Rent") for the Subleased Premises throughout the Term shall be equal to:
Term:
Annual Basic Rent
Monthly Basic Rent

Augl5,2004-Dec30,2008
$125,178.00 ($15.50 /sq.ft.)
$10,431.50

Basic Rent shall be payable in advance on the first day of each and every month of the Term in equal monthly
installments. Partial months will be based on a proportionate share. For further clarification, the Subtenant will not
be obligated to pay Basic Rent for the month of July and (1/2) of August 2004 (the "Free Basic Rent Period").
All other terms and conditions of the Sublease will apply during the Free Basic Rent Period.

In addition to the Basic Rent payable by the Subtenant to the Sublandlord, the Subtenant shall also pay to the
Sublandlord monthly, in advance one-twelfth (1/12) of the annual operating costs and all other charges under the
Sublease which are referable to and related to the Subleased Premises, including without limitation, all items
referred to in paragraph 4 hereof.

4. TAXES, OPERATING AND ADDITIONAL COSTS

The Subtenant further covenants and agrees to pay to the Sublandlord during the Term, in addition to Basic Rent,
all costs incurred or payable by the Sublandlord (excepting Basic Rent) under the Lease as these costs relate to
the Subleased Premises, including but not limited to taxes, insurance, operating costs, and utilities (hereinafter
referred to as "Additional Rent").

Subtenant's Additional Rent shall be based on the proportion, which the Rental Area of the Subleased Premises
bears to the Rental Area of the Leased Premises. Sublandlord shall provide to Subtenant copies of the budgets,
invoices and statements of operating costs, taxes, insurance and utilities as and when such budgets, invoices or
statements are given to Sublandlord by Landlord under the Lease. Subtenant's Additional Rent shall be due and
payable to the Sublandlord at the times and in the manner that such costs are due and payable by the Sublandlord
to the Landlord.

In addition to the foregoing the Subtenant shall pay from the Commencement Date and thereafter, all business
taxes that may be assessed against the Subtenant in connection with the Subleased Premises and the Subtenant
shall also pay from the Commencement Date and thereafter all other costs and other charges directly pertaining to
the Subleased Premises which are not included in monthly installments of operating costs or occupancy costs
payable by the Sublandlord under the Lease and the costs of all other services related to the use or possession of
the Subleased Premises by the Subtenant. For the purposes of this Sublease, Basic Rent, Additional Rent and
any other amounts payable by the Subtenant to the Sublandlord may be referred to as Rent.

                                                          2
5. USE

The Subleased Premises shall only be used solely as office space, provided such purposes complies with the
provisions of the Lease and all applicable laws, by-laws, regulations or other governmental ordinances from time
to time in existence.

6. SUBTENANT'S COVENANTS

The Subtenant covenants and agrees with the Sublandlord as follows:

(a) it will pay to the Sublandlord without any deduction, set-off or abatement all amounts due pursuant to
paragraphs 3 and 4 hereof;

(b) The Subtenant will perform all of the terms, covenants and conditions on the part of the Sublandlord to be
observed and performed under the provisions of the Lease as they relate to the Subleased Premises ;

(c) the Subtenant shall not commit or permit to be committed on the Subleased Premises or in the Building, any
act or omission which shall violate any term or condition of the Lease or this Sublease. In the event of the
termination of the Sublandlord's interest as tenant under the Lease for any reason, then this Sublease shall
terminate coincidentally therewith and, without any liability of the Sublandlord to the Subtenant, except where
such termination of this Sublease arises from or is a result of the non-performance or breach of the terms,
covenants and conditions of the Sublandlord under paragraph 7 hereof.

7. SUBLANDLORD'S COVENANTS

The Sublandlord does hereby covenant and agree with the Subtenant as follows:

(a) to pay the rent and other amounts payable by it pursuant to the terms of the Lease ;

(b) to perform and observe the covenants on its part contained in the Lease with respect to the Subleased
Premises so far as such covenants are not required to be performed and observed by the Subtenant under this
Sublease;

(c) to grant to the Subtenant quiet enjoyment of the Subleased Premises during the Term hereof; and

(d) at the request of the Subtenant, to take such action at the cost of the Subtenant as may be required and
allowed for in the Lease to ensure that the landlord under the Lease acts reasonably in the exercise of any rights it
may have with respect to the Subleased Premises.

                                                         3
8. APPROVAL

Upon execution by the Sublandlord, and the consent of the Landlord, this Sublease shall be binding upon the
parties hereto. If not consented to by the Landlord this Sublease shall be null and void without the necessity of
any further formality, notice, delay, or recourse by any party hereto. Neither the preparation of this or any other
form of Sublease nor any negotiations entered into in connection with its submission constitutes or implies any
commitment by the Sublandlord unless this Sublease has been consented to in writing by the Landlord.

9. SECURITY DEPOSIT

The Sublandlord acknowledges receipt from the Subtenant of a Security Deposit in the amount of thirty five
thousand dollars ($35,000.00) to be applied to Basic Rent, Additional Rent and GST falling due for the first one
(1) month and the balance to be applied against the last one (1) month of the Term. If the Subtenant defaults
under this Sublease, then the Sublandlord may use all or part of the Security Deposit then remaining to remedy
the default.

10. ASSIGNMENT OR SUBLETTING

The Subtenant shall not have any right to assign this Sublease or sublet or transfer the Subleased Premises
without first complying with the provisions of the Lease dealing with same, and without the prior written consent
of the Sublandlord and the Landlord. Any such permitted assignment or subletting shall not release or relieve the
Subtenant of its covenants and obligations under this Sublease.

11. INSURANCE

All insurance required to be obtained by the Sublandlord pursuant to the Lease in respect of the Subleased
Premises shall be obtained by the Subtenant at its sole cost and shall name the Sublandlord and the Landlord as
additional named insureds. The Subtenant shall provide the Sublandlord and the Landlord with copies of the said
policy of insurance or certificates setting out the full particulars of such policy, prior to taking possession of the
Subleased Premises and from time to time thereafter shall provide written notification of any changes thereto.

12. CONDITION OF SUBLEASED PREMISES

The Subleased Premises shall be accepted and leased by Subtenant on an "as-is" basis. The Subtenant agrees not
to make, erect, install or alter any other leasehold improvements in the Subleased Premises without having
obtained the prior written approval of the Sublandlord and the Landlord. The Subtenant shall comply with all
terms and conditions of the

                                                          4
Sublandlord's and Landlord's approval and the applicable provisions of the Lease dealing with same. The
Subtenant shall be entitled to vacant possession of the Subleased Premises July 1, 2004 (assuming this Sublease
Lease Agreement has been signed by the Subtenant and the Sublandlord) to carry out any approved
modifications to the Subleased Premises and for move-in purposes. At all times prior to the Commencement
Date that the Subtenant is in possession of the Subleased Premises whether carrying on business or not, it shall be
bound by all the provisions of the Sublease and the Lease except that the Subtenant shall not be obligated to pay
Basic Rent and Additional Rent until the Commencement Date.

Air handling unit / Raised floor - The air handling unit and the raised floor (the Equipment Fixtures") located in the
computer room of the Subleased Premises shall be for the sole and exclusive use of the Subtenant. The daily
maintenance of the Equipment Fixtures shall be the sole responsibility of the Subtenant. Provided the Subtenant is
in occupancy of the Subleased Premises the Equipment Fixtures shall be the sole exclusive use of the Subtenant.
If the Subtenant is not in occupancy of the Subleased Premises, the Equipment Fixtures, including and restoration,
shall revert to the Sublandlord/Landlord.

13. PARKING

The Sublandlord agrees to provide for the use of the Subtenant three (3) parking spaces in the garage beneath
the Building for the Term of the Sublease in accordance with the terms of the Landlord's standard parking
agreement. The cost for this space shall be at the prevailing parking rate charged by the Landlord to the
Sublandlord from time to time. The Subtenant shall ensure that all payments required for the parking space are
fully paid monthly in advance.

14. NET SUBLEASE

The Subtenant hereby acknowledges, confirms and agrees that it is the intention of the Sublandlord and the
Subtenant that, except as expressly set out herein, this Sublease shall be a completely net Sublease for the
Sublandlord and that, subject to the provisions contained in the Sublease, the Sublandlord shall not be
responsible during the Term for any obligations, losses, charges, expenses, or outlays of any nature and kind
whatsoever arising from or relating to the Subtenant's use and occupation of the Subleased Premises or the
contents thereof and that the Subtenant shall pay all charges, impositions and expenses of every kind and nature
relating to its use and occupation of the Subleased Premises . The Subtenant acknowledges that it has reviewed
the Lease attached hereto as Schedule "B" and is familiar with it. The Subtenant further acknowledges and agrees
that the Sublandlord shall have all the rights and remedies against the Subtenant in respect of this Sublease as
though the Sublandlord was the landlord named in the Lease and the Subtenant was the tenant named in the
Lease, mutatis mutandis, in relation to the matters which are expressly dealt with in this Sublease.

                                                          5
15. INDEMNITY BY SUBTENANT

Except for occurrences resulting from the negligence or willful misconduct of the Landlord or the Sublandlord or
those for whom the Landlord or the Sublandlord are responsible at law, the Subtenant shall be liable for and shall
indemnify the Sublandlord from and against all claims, actions, damages, liabilities and expenses for any breach or
non-performance of any term or provision of this Sublease by the Subtenant or in connection with losses of life,
personal injury, damage to property, or any other loss, damage or injury, whether or not of a nature related to the
foregoing arising from any occurrence on the Subleased Premises for which the Subtenant is responsible at law;
or from the occupancy or use of the Subleased Premises by the Subtenant or occasioned wholly or in part by an
act or omission of the Subtenant, its agents, servants, employees or contractors or by anyone permitted by the
Subtenant to be on the Subleased Premises . In case the Sublandlord, without fault on its part, is made a party to
litigation begun by or against the Subtenant, excepting a bona fide action by the Subtenant against the
Sublandlord, the Subtenant will protect and hold harmless the Sublandlord and will pay all costs, expenses and
reasonable legal fees incurred or paid by the Sublandlord in connection with the litigation. The Subtenant will also
pay all costs, expenses and reasonable legal fees incurred by the Sublandlord in enforcing the terms and
covenants of the Subtenant under this Sublease. Any obligation of the Subtenant to indemnify the Sublandlord
hereunder, shall survive the termination of this Sublease in respect of every happening during the Term.

16. EXCULPATORY PROVISION

Except for occurrences resulting from the negligence or willful misconduct of the Landlord or the Sublandlord, or
those for whom the Landlord or the Sublandlord are responsible at law, the Sublandlord shall not be liable for
death of or injury to the Subtenant or others on the Subleased Premises, or for the loss of or damage to property
of the Subtenant or others by theft or otherwise. Without limiting the generality of the foregoing, the Sublandlord
shall not be liable for death, injury, loss or damage of or to persons or property resulting or arising from fire,
explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Subleased
Premises or from the pipes, appliances or plumbing works or from the road, street or subsurface, or from any
other place, or by dampness, or by other cause of any kind and the Sublandlord is not liable for death, injury,
loss or damage caused by other tenants or occupants or other persons in the Subleased Premises or in any other
part of the Building, or resulting from construction, alteration or repair of the Subleased Premises or the Building.
All property of the Subtenant kept or stored in the Subleased Premises will be kept or stored at the risk of the
Subtenant only and the Subtenant will hold the Sublandlord harmless from all claims arising out of damage to it,
including subrogation claims (if any) by the Subtenant's insurers.

                                                          6
17. INDEMNITY BY THE SUBLANDLORD

The Sublandlord shall indemnify and hold harmless the Subtenant from and against any injury and damage to the
person or property of the Subtenant where the injury and damage is caused by negligence of the Sublandlord, its
agents, servants, employees or contractors or others for whom the Sublandlord is responsible at law or any injury
or damage to person or property as a result of any breach or non-performance of any covenant or term required
to be observed and performed by the Sublandlord under the Lease or this Sublease.

18. DEFAULT AND RE-ENTRY

It is agreed that (hereinafter called "an event of default"):

(i) if the Subtenant shall be in default in the payment of Rent or amounts collectable hereunder as rent and such
default shall continue for a period of five (5) days after notice by the Sublandlord to the Subtenant of such default
and requiring the same to be remedied; or

(ii) if the Subtenant shall be in default of any of its covenants and agreements hereunder (other than its covenant to
pay Rent or amounts collectable hereunder as rent) and such default shall continue for a period of fifteen (15)
days (or such longer period as may be reasonably necessary to cure such default considering the nature thereof)
after notice by the Sublandlord to the Subtenant of such default and requiring the same to be remedied; or

(iii) if the Subtenant shall make an assignment for the benefit of creditors, or shall make an assignment or have a
receiving order made against it under the Bankruptcy Act, or becoming bankrupt or insolvent or shall make
application for relief under the provisions of any statute now or hereafter in force concerning bankrupt or
insolvent debtors, or any action whatsoever, legislative or otherwise, shall be taken with a view to the winding-up,
dissolution of or liquidation of the Subtenant; or

(iv) if the term of this Sublease hereby granted or any of the goods or chattels on the Subleased Premises are at
any time possessed, seized, or taken in execution or attachment by any creditor of the Subtenant; or

(v) if a writ of execution or replevin order issues against the goods or chattels of the Subtenant;

Then, at the option of the Sublandlord, the current month's Rent, together with the Rent for the three (3) months
ensuing, shall immediately become due and payable and, at the option of the Sublandlord, the term hereby
granted shall become forfeited and void, and the Sublandlord may without notice or any form of legal process
whatsoever forthwith re-enter upon the Subleased Premises, or any part thereof, in the name of the whole and
repossess and enjoy the same as its former estate, anything contained in any

                                                            7
statute or law to the contrary notwithstanding. No re-entry or taking possession of the Subleased Premises shall
be construed as an election on the part of the Sublandlord to terminate this Sublease unless at the time of or
subsequent to such re-entry or taking of possession written notice of such intention has been given to the
Subtenant.

Forfeiture of this Sublease by the Subtenant shall be wholly without prejudice to the right of the Sublandlord to
recover arrears of Rent or damages for any antecedent breach of covenant on the part of the Subtenant and,
notwithstanding any such forfeiture, the Sublandlord may subsequently recover from the Subtenant damages for
loss of Rent suffered by reason of the Sublease having been terminated prior to the end of the Term of this
Sublease as set out herein and this subsection and the rights hereunder shall survive the termination of this
Sublease whether by act of the parties or by operation by law. The rights and remedies of the Sublandlord under
this Section 17 are in addition to the rights and remedies of the Sublandlord at law or as contained in the Lease.

19. GENERAL

Subject to the provisions of this Sublease respecting assignment, this Sublease shall enure to the benefit of and be
binding upon the Sublandlord and the Subtenant and their respective successors and permitted assigns. In the
event that there is any conflict between the terms of the Lease and the terms and conditions contained in this
Sublease, then the terms and conditions contained in this Sublease shall govern.

This Sublease shall be construed in accordance with and governed by the laws of the Province of Alberta.

This Sublease or a counterpart hereof may be executed and transmitted by fax, with transmission confirmed as
complete, and if so, executed and transmitted, this Sublease shall be for all purposes as effective and binding
upon such party as if such party had delivered an originally executed document. A party transmitting an executed
document by telecopy shall forthwith deliver the original of the executed document.

20. ARBITRATION

Any dispute, controversy or claim arising out of or relating to this Sublease, or the breach, termination or validity
thereof, shall be settled by arbitration in front of a single arbitrator agreed to by the parties or, failing that,
appointed by the Court of Queen's Bench, in accordance with the Arbitration Act (Alberta) as then in force.

                                                          8
21. OTHER

It is understood that this Sublease does not provide for any renewal, right of first refusal or any Landlord
inducements in favor of the Subtenant.

22. REPRESENTATIONS

The Subtenant acknowledges that there are no representations, conditions, warranties, or collateral agreements,
express or implied, made by or on behalf of the Sublandlord other than are expressed herein.

23. GOODS AND SERVICES TAX

The Subtenant shall be responsible for and pay to the Sublandlord on the same date as the payments of Basic
Rent, Additional Rent and all other amounts are due, all taxes, charges, sums and amounts as contemplated in an
Act to amend the Excise Tax Act and related Acts, Statutes of Canada 1990, c.45, as amended from time to
time, or any legislation substituted therefore (the "Excise Tax Act") whether characterized as a goods and services
tax, value added tax, consumption tax, sales tax or otherwise (except income taxes under the Income Tax Act
(Canada), (collectively the "GST") arising in connection with or by virtue of the supply of any goods or services
by the Landlord or the Sublandlord to, or for the benefit of the Subtenant, or the payment by the Subtenant to the
Sublandlord of Basic Rent or Additional Rent pursuant to this Sublease or the Lease . The amount of the GST
shall be calculated by the Sublandlord and payable by the Subtenant on the dates stipulated herein. Unless
otherwise noted, amounts quoted in this Sublease do not include GST.

24. NOTICES

Any notices herein provided or permitted to be given under this Sublease shall be addressed as follows:

(i) Notice by the Subtenant to the Sublandlord: Paradigm Geophysical Canada Ltd. 1700,125-9th Avenue SW
Calgary, AB
T2G OP6
Attention: Mary Rayner Fax: 403-750-3536

(ii) Notice by the Sublandlord to Subtenant: Brycol Consulting Ltd. 2500, 520 - 5th Avenue SW Calgary, AB,
Attention: Paul James Hookman Fax: 403-234-0301

                                                          9
IN WITNESS WHEREOF Brycol Consulting Ltd. does hereby accept this Sublease of the Subleased Premises
to be held by it as Subtenant, subject to the conditions, restrictions and covenants set forth herein.

The Sublease has been executed by the parties as of the day and year first above written.
Subtenant

         Per: /s/ Paul James Hookham                       Per: /s/ M. Rayner
            --------------------------------                  ----------------------------------
               BRYCOL CONSULTING LTD.                      PARADIGM GEOPHYSICAL CANADA LTD.
EXHIBIT 14
SECURAC CORP.

                                               CODE OF ETHICS

                                 FOR THE CHIEF EXECUTIVE OFFICER
                                  AND SENIOR FINANCIAL OFFICERS

Securac Corp. (Company) has adopted this Code of Ethics, which applies to the Chief Executive Officer (CEO)
as well as the Chief Financial Officer, Director of Finance (if any) and Controller of the Company, Controllers of
the Company's subsidiaries, and any other persons performing similar functions as determined by the Audit
Committee (Senior Financial Officers). If the CEO or any Senior Financial Officer is aware of any reportable
event of the type described in this Code of Ethics, such officer must promptly bring the matter to the attention of
the Audit Committee of the Company. As used herein, Audit Committee means the Audit Committee of the
Board of Directors of the Company or, if none, the full Board of Directors of the Company.

1. The CEO and each Senior Financial Officer are responsible for full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange
Commission. Accordingly, it is the responsibility of the CEO and each Senior Financial Officer to report any
untrue statement of material fact and any omission of material fact of which he or she may become aware
pertaining to information prepared by him or her or employees in his or her area(s) of responsibility that affect the
disclosures made by the Company in its public filings.

2. The CEO and each Senior Financial Officer are responsible for the Company's system of internal financial
controls and shall report any information he or she may have concerning (a) significant deficiencies in the design
or operation of disclosure and internal controls which could adversely affect the ability of employees in his or her
area(s) of responsibility to record, process, summarize and report financial data or (b) any fraud, whether or not
material, that involves any employee who has a significant role in his or her area's internal controls.

3. The CEO and each Senior Financial Officer shall report any information he or she may have concerning any
violation of this Code of Ethics, including any actual or apparent conflicts of interest between personal and
professional relationships involving any employee of the Company who has a significant role in his or her area's
financial reporting, disclosures or internal controls.

4. The CEO and each Senior Financial Officer shall report any information he or she may have concerning
evidence of a material violation of securities or other laws, rules or regulations applicable to the Company and the
operation of its business, by the Company or any agent thereof.

5. The Audit Committee shall determine, or designate appropriate persons to determine, appropriate actions to
be taken in the event of violations of this Code of Ethics. Such action shall be reasonably designed to deter
wrongdoing and to promote accountability for adherence to this Code of Ethics, including, among other things,
disciplinary action up to and including termination of employment. In determining what action is appropriate in a
particular case, the Audit Committee or its designee shall take into account all relevant information, including
whether the violation was promptly reported, whether a violation of the law has occurred, the nature and severity
of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation
appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in question had committed other
violations in the past, the penalties imposed, if any, in the past for comparable violations and other relevant
factors.

Dated: April 14, 2005
EXHIBIT 21.1

                                          LIST OF SUBSIDIARIES

1. Securac Inc., incorporated in the Province of Alberta

2. Risk Governance Inc., incorporated in the State of Delaware
EXHIBIT 23.1

[Letterhead of Chisholm Bierwolf & Nilson LLC]

                           CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in Securac Corp.'s Registration Statement on Form S-8
(Registration No.333-122196) of our report dated April 9, 2005 relating to the financial statements of Securac
Corp., which appears in Securac Corp.'s Annual Report on Form 10-KSB for the year ended December 31,
2004.

                                                               /s/ Chisholm Bierwolf & Nilson

                                                               ------------------------------
                                                               Chisholm Bierwolf & Nilson LLC



             Bountiful, Utah
             April 14, 2005
EXHIBIT 31.1

                        CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                          PURSUANT TO EXCHANGE ACT RULE 13a-14(a),

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

I, Terry W. Allen, certify that:

1. I have reviewed this annual report on Form 10-KSB of Securac Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting; and

6. The small business issuer's other certifying officers and I have indicated in this annual report whether or not
there were significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

          Dated: April 15, 2005                                 By: /s/ Terry W. Allen
                                                                  -----------------------------------
                                                                  Terry W. Allen,
                                                                  Chief Executive Officer
EXHIBIT 31.2

                        CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                          PURSUANT TO EXCHANGE ACT RULE 13a-14(a),

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

I, Paul James Hookham, certify that:

1. I have reviewed this annual report on Form 10-KSB of Securac Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting; and

6. The small business issuer's other certifying officers and I have indicated in this annual report whether or not
there were significant changes in internal controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

          Dated: April 15, 2005                                 By: /s/ Paul James Hookham
                                                                  -----------------------------------
                                                                  Paul James Hookham,
                                                                  Chief Financial Officer
EXHIBIT 32.1

                     CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I,
the undersigned Chief Executive Officer of Securac Corp. (the "Company"), hereby certifies to such officers'
knowledge, that the Company's Annual Report on Form 10-KSB for the period ending December 31, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the
requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents, in all material respects, the financial condition and result of operations of the Company.

         Date:      April 15, 2005                    /s/ Terry W. Allen
                                                      ---------------------------------------
                                                      Terry W. Allen, Chief Executive Officer
                                                      (Principal Executive Officer)
EXHIBIT 32.2

                     CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I,
the undersigned Chief Financial Officer of Securac Corp. (the "Company"), hereby certifies to such officers'
knowledge, that the Company's Annual Report on Form 10-KSB for the period ending December 31, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the "Report"), fully complies with the
requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents, in all material respects, the financial condition and result of operations of the Company.

         Date: April 15, 2005                      /s/ Paul James Hookham
                                                   -------------------------------------------
                                                   Paul James Hookham, Chief Financial Officer
                                                   (Principal Financial Officer)