LANDSTAR INC (Form: 10SB12B/A, Received: 01/07/2000 07:57:16)

U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION
OF SECURITIESOF SMALL BUSINESS
ISSUERS

Under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934

LandStar, Inc.
Name of Small Business Issuer in its Charter

State of Nevada State or Jurisdiction of
Incorporation or Organization 86-0914051
I.R.S. Employer Identification Number

3795 Carey Road, Suite 600
Victoria, British Columbia, Canada V8Z 6T8
Address and Telephone Number of Principal
Executive Offices

(250) 475 - 6000 Issuer's Telephone Number

Securities to be registered pursuant to
Section 12(b) of the Act:

None

Securities to be registered pursuant to
Section 12(g) of the Act:

Common Stock, $.001 par value
Title of Class

FORWARD LOOKING STATEMENTS
In this registration statement references to "LandStar," the "Company," "we," "us," and "our" refer to LandStar, Inc.

This Form 10-SB contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-SB that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished.

Without limiting the foregoing, words such as "may", "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology are intended to identify forward- looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within the Company's control. These factors include but are not limited to economic conditions generally and in the industries in which LandStar may participate; competition within LandStar's chosen industry, including competition from much larger competitors; technological advances and failure by the LandStar to successfully develop business relationships.

In addition to other factors and matters discussed elsewhere in this registration statement, the following are important factors that, in the view of LandStar's management, could cause actual results to differ materially from those discussed in the forward-looking statements: the ability of the Company to efficiently and effectively operate its demonstration facility and build and operate production facilities; market acceptance of the Company's products and applications for recycled rubber technology generally; the ability of the Company to hire and retain qualified technical, operational, and sales and marketing personnel; the ability of the Company to obtain acceptable forms and amounts of financing to fund current and future operations and any acquisitions; the ability of the Company to protect its intellectual property rights in its rubber recycling technology; the success of further research and development efforts; competition from companies with greater financial, technical and other resources than the Company; and the Company's ability to locate and enter into strategic or joint venture relationships with vendors, suppliers or resellers. The Company has no obligation to update or revise these forward-looking statements to reflect the occurrence of future events or circumstances.

BUSINESS

Background and Business Development

LandStar, Inc. was incorporated as a Nevada corporation on May 4, 1998, for the purpose of purchasing, developing and reselling real property, with its principal focus on the development of raw land. From incorporation through December 31, 1998, LandStar had no business operations and was a development-stage company. LandStar did not purchase or develop any properties and subsequently determined to change its business plan and operations. On March 31, 1999, the Company acquired approximately 98.5% of the common stock of Rebound Rubber Corp. pursuant to a share exchange agreement with Rebound Rubber Corp. and substantially all of Rebound Rubber's shareholders. Rebound Rubber Corp. owns an exclusive North American license granted by the Guangzhou Research Institute for the Utilization of Reusable Resources, P.R. of China, pursuant to a technology for the reclamation and devulcanizing of recycled rubber. In connection with the share exchange agreement, LandStar issued 14,500,100 restricted shares of its common stock to the shareholders of Rebound Rubber in exchange for 98.5% of the outstanding shares of Rebound Rubber, and Rebound Rubber became a subsidiary of LandStar. The acquisition was treated for accounting purposes as a recapitalization of Rebound Rubber under the capital structure of LandStar, Inc. and an acquisition of the net assets of LandStar.

Rebound Rubber Corp. was originally formed on December 13, 1996 in the Province of Alberta, Canada under the name 721097 Alberta Ltd. as a private limited liability corporation, and subsequently changed its name to Rebound Rubber Corp. on May 20, 1997. Rebound Rubber was initially formed as a corporate vehicle to acquire certain rubber recycling technology from the Guangzhou Research Institute for the Utilization of Reusable Resources, P.R. of China. In early 1996, D. Elroy Fimrite, Michael C. Pinch C.A. and Kennie Chee, principal officers and directors of Rebound Rubber met with members of the Guangzhou Research Institute and its Senior Engineer, Li Xing-Ru. The proponents conducted a through technology review and due diligence examination of the rubber recycling technology throughout 1996 and early 1997. This review included but was not limited to the following:
(1) review of devulcanizing testing procedures and test results; (2) observing the complete processing of used tires to crumb, the activation of the crumb and the processing of the activated modified rubber powder ("AMR") in substantial ratios with new rubber back into new tires; (3) visiting a number of manufacturing operations and observing AMR being used in a variety of new rubber products; (4) research into other claims of devulcanizing technologies to determine whether there were any other true devulcanizing processes in commercial production anywhere in the world; (5) review of proprietary rights, Chinese patents/registrations pursuant to the technology; (6) review of chemicals used in activation process pursuant to environmental and workplace hazards; and (7) review of availability and pricing of reactivation chemicals and crumb rubber supplies.

Following the due diligence process, Rebound Rubber entered into three contracts with the Guangzhou Research

Institute,RECEPTION (ST~1PUB

Corporate Charter

I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that LANDSTAR, INC did on May 4, 1998 file in this office the
original Articles of Incorporation; that said Articles are now on file and of
record in the office of the Secreta, and further, that said Articles contain
all the provisions required by the law of said of State of the State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Sel of
State, at my office, in Carson City, Nevada, on May 4, 1998.

Dean Heller
Secretary of State
By Marianne Lockyer Certification Clerk

ARTICLES OF INCORPORATION
OF
LandStar, Inc.

FIRST. The name of the corporation is
LandStar, Inc.

SECOND Its registered office in the State of Nevada is located at 2533
North Carson Street, Carson City, Nevada 89706 that this Corporation may
maintain an office, or offices, in such other place within or without the
State of Nevada as may be from time to time designated by the Board of
Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind of nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada.

THIRD. The objects for which this corporation is formed are: to engage in
any lawful activity, including, but not limited to the following:
Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.

May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.

Shall have power to have succession by its corporate name for the period
limited in its certificate or articles of incorporation, and when no period
is limited, perpetually, or until dissolved and its affairs wound up
according to law.

Shall have power to sue and be sued in any court of law or equity.

Shall have power to make contracts.

Shall have power to hold, purchase and convey real and personal estate and to
mortgage or lease any such real and personal estate with its franchises. The
power to hold real and personal estate shall include the power to take the
same by devise or bequest in the State of Nevada, or in any other state,
territory or country.

Shall have power to appoint such officers and agents as the affairs of the
corporation shall require, and to allow them suitable compensation.

Shall have power to make By-Laws not inconsistent with the constitution or
laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.

Shall have power to wind up and dissolve itself, or be wound up or dissolved.

Shall have power to adopt and use a common seal or stamp, and alter the same
at pleasure. The use of a seal or stamp, if it desires, but such use or
nonuse shall not in any way affect the legality of the document.

Shall have power to borrow money and contract debts when necessary for the
transaction of its business, or for the exercise of its corporate rights,
privileges or franchises or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures and other
obligations and evidences of indebtedness, payable at a specified time or
times, or payable upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money borrowed,
or in payment for property purchased, or acquired, or for any other lawful
object.

Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of,
or any bonds, securities or evidences of the indebtedness created by, any
other corporation or corporations of the State of Nevada, or any other state
or government, and, while owners of such stock, bonds, securities or evidences
of indebtedness, to exercise all the rights, powers and privileges of
ownership including the right to vote, if any.

Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.

Shall have power to conduct business, have one or more offices, and hold,
purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.

Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of
the corporation, whether or not such business is similar in nature to the
objects set forth in the certificate or articles of incorporation
ation, or any amendment thereof.

Shall have power to make donations for the public welfare or for charitable,
scientific or educational purposes.

Shall have power to enter into partnerships, general or limited, or joint
ventures, in connection with any lawful activities, as may be allowed by law.

FOURTH That the total number of common stock authorized that may be issued
by the Corporation is ONE HUNDRED MILLION (100,000,000) shares of stock with
a ONE TENTH OF ONE CENT ($0.001) par value and no other class of stock shall
be authorized. Said shares may be issued by the corporation from time to time
for such considerations as may be fixed by the Board of Directors.

FIFTH The governing board of this corporation shall be known as directors, and
the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall not be reduced to fewer than one (1).

The name and post office address of the first Board of Directors shall be one
(1) in number and listed as follows:

NAME                                          POST OFFICE ADDRESS
Brent Buscay                            2533 North Carson Street
                                            Carson City, Nevada 89706

        SIXTH  The capital stock, after the amount of the

subscription price, or par
value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

SEVENTH The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:

NAME                                    POST OFFICE ADDRESS
Brent Buscay                          2533 North Carson Street
                                          Carson City, Nevada  89706

        EIGHTH  The resident agent for this corporation shall be:
                                LAUGHLIN ASSOCIATES, INC.

The address of said agent, and, the registered or statutory address of this
corporation in the State of Nevada, shall be:

                                2533 North Carson Street
                                Carson City, Nevada 89706

NINTH  The corporation is to have perpetual existence.

TENTH  In furtherance and not in limitation of the power

conferred by statute,
the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter
or amend the By-Laws of the Corporation.

To fix the amount to be reserved as working capital over and above its capital
stock paid in; to authorize and cause to be executed, mortgages and liens upon
the real and personal property of this Corporation.

By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors
of the Corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees, shall have such name, or names, as
may be stated in the By-Laws of the Corporation, or as may be determined from
time to time by resolution adopted by the Board of Directors.

When and as authorized by the affirmative vote of the Stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have power and authority
at any meeting to sell, lease or exchange all of the property and assets of
the Corporation, including its good will and its corporate franchises, upon suchterms and conditions as its Board of Directors deems expedient and for the bestinterests of the Corporation.

ELEVENTH No shareholder shall be entitled as a matter of right to subscribe
for or receive additional shares of any class of stock of the Corporation,
whether now or hereafter authorized, or any bonds, debentures or securities
convertible into stock, but such additional shares of stock or other securities
convertible into stock may be issued or disposed of by the Board of Directors
to such persons and on such terms as in its discretion it shall deem advisable.

TWELFTH No director or officer of the Corporation shall be personally liable
to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director or officer (i) for
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of Section
78.300 of the Nevada Revised Statutes. Any repeal or modification of the
Article by the stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts or omissions prior to such repeal or modification.

THIRTEENTH This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.

I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose
of forming a Corporation pursuant to the General Corporation Law pf the State
of Nevada, do make and file these Articles of Incorporation, hereby declaring
and certifying that the facts herein stated are true, and accordingly have
hereunto set my hand this April 27, 1998.

/s/Brent Buscay
        ------------
Brent Buscay

STATE OF NEVADA )
) SS:
CARSON CITY )

On this April 27, 1998 in Carson City, Nevada, before me, the undersigned, a Notary Public in and for Carson City, State of
Nevada, personally appeared:

Brent Buscay

Known to me to be the person whose name is subscribed to the foregoing
document and acknowledged to me that he executed the same.

Notary Public

I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation

April 27, 1998
DATE

Vice President

CONSENT TO ACTION WITHOUT A MEETING OF THE DIRECTORS
OF
LandStar, Inc.

In accordance with Chapter 78 of the Nevada Revised Statutes, Brent Buscay,
a Director of LandStar, Inc. hereby consents to the following action:

RESLOVED that Daniel L. Hodges is hereby appointed a Director of LandStar,
Inc, to serve until a successor is duly elected and qualified.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of
the date hereof.

DATED AT Carson City, Nevada, this 4th day of May, 1998.

/s/Brent Buscay
        ----------------------
        Brent Buscay, Director

STATE OF NEVADA )
) SS:
CARSON CITY )

On this 5th day of May, in the year 1998, before me, personally appeared Brent
Buscay, personally known to me (or proved to me on basis of satisfactory
evidence) to be the person whose name is subscribed to this instrument, and
acknowledge that he executed it.

WITNESS my hand and official seal.

Notary Public

RESIGNATION

I, Brent Buscay, an original Director and member of the first Board of
Directors of LandStar, Inc., a Nevada Corporation, hereby tender and submit
my resignation as a member of the Board of Directors and as an Officer of the
above named Corporation, such resignation to be effective this 4th day of may,
1998.

/s/Brent Buscay
----------------------
Brent Buscay, Director

STATE OF NEVADA )

) SS:

CARSON CITY )

On this 5th day may, in the year 1998, before me, personally appeared Brent
Buscay, personally known to me (or proved to me on basis of satisfactory
evidence) to be the person whose name is subscribed to this instrumnet, and
acknowledge that he executed it.

WITNESS my hand and official seal.

Notary Public

BYLAWS OF
LANDSTAR, INC.
ADOPTED MAY 7th, 1998.

ARTICLE I: OFFICES

The principle office of the corporation shall be located in Tucson, Arizona,
county of Pima, unless so designated by resolution of the Board of Directors.
The Corporation may have such offices, either within or without the State of
Arizona, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

ARTICLE II: SHAREHOLDERS

SECTION 1. Annual meeting. The annual meeting of the shareholders shall
be held on the 15th day in the month of January in each year, beginning with
the year 1998, at the hour of 10:00 am, for the purpose of electing Directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in the State

of Arizona, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon as thereafter as conveniently may be.

SECTION 2. Special meetings. Special meetings of the shareholders, for any
purpose, unless otherwise prescribed by statute, may be called by the President
of the Board of Directors, and shall be called by the President at the request
of the holders of not less than twenty-five percent (25%) of all outstanding
shares of the Corporation entitled to vote at the meeting.

SECTION 3. Place of meeting. The Board of Directors may designate any place,
either within or without the State of Arizona, unless otherwise prescribed by
statute, as the place of meeting for any annual meeting of for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within or without the State of
Arizona, unless otherwise prescribed by statute, as the place for the holding
of such meeting. If no designation is made, the place of the meeting shall be
the principal office of the Corporation.

SECTION 4. Notice of the meeting. Written notice stating ]the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
of which the meeting is called, shall unless otherwise prescribed by statute,
be delivered not less than 15 days nor more than 45 days before the date of the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholders at his address as it appears
on the stock transfer book of the corporation, with postage thereon prepaid.

SECTION 5. Closing of Transfer Books of Fixing of Record. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting
of shareholders of any adjournment thereof, of shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed in any case 50 days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least 45 days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than 60 days and, in case of a meeting of shareholders, not less than 45
days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed of the date on which the resolution of the Board of Directors
declaring such dividend is adopted as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.

SECTION 6. Voting list. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of
and the number of shares held by each. Such list shall be produced and
kept open at the time and place of the meeting and shall be subject to
the inspection of any shareholder during the whole time of the meeting
for the purpose thereof.

SECTION 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by the shareholders or by his or her
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting. A meeting of the Board
of Directors may be had by means of a telephone conference or similar
communication equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting under such circumstances
shall constitute presence at the meeting.

SECTION 9. Voting of Shares. Each outstanding share entitle to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.

SECTION 10. Voting of Shares by Certain Holders. Shares standing in the name
of another Corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe or, in the absence of such provision
, as the Board of Directors of such Corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be
voted by him either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name, if authority to do so be contained
in an appropriate order of the court by which receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be voted
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.

SECTION 11. Informal Action by Shareholders. Unless otherwise provided by
law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to
the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General powers. The business and affairs of the Corporation shall
be managed by its Board of Directors.

SECTION 2. Number, Tenure and Qualifications. The number of directors of the
Corporation shall be fixed by the Board of Directors, but in no event shall be
less than one (1) or more than fifteen (15). Each Director shall hold office
until the next annual meeting of shareholders and until his successor shall have
been elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.

SECTION 4. Special Meetings. Special Meetings of the Board of Directors may
be called by or at the request of the President or any two Directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.

SECTION 5. Notice. Notice of any special meeting shall be given at least one
(1) day previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Directors may waive notice of any meeting. The Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called of convened.

SECTION 6. Quorum. A majority of the number of directors fixed by Section
2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.

SECTION 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.

SECTION 8. Action Without a Meeting. Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting if consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.

SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.

SECTION 10. Compensation. By resolution of the Board of Directors, each
director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as a director a fixed
sum for attendance each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation thereof.

SECTION 11. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV: OFFICERS

SECTION 1. Number. The Officers of the Corporation shall be a President, one
or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors.

Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors, including a Chairman of the
Board. In its discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same person, except
for the offices of President and Secretary, which may not be held by the same
person. Officers may be directors or shareholders of the Corporation.

SECTION 2. Election and Term of Office. The officers of the Corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held
at such meeting, such election shall be held as soon thereafter as conveniently
may be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall no of itself create contract rights, and such
appointment shall be terminable at will.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer
of the Corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the
shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized
by the Board of Directors, certificates for shares of the Corporation, any
deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing
and execution thereof shall expressly be delegated by the Board of Directors
or by these bylaws to some other officer or agent of the Corporation, or
shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of the President and such
other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6 The Vice President. In the absence of the President or in event of
his death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as from time to time may be assigned to him
by the President of the Board of Directors. If the President in order of rank
as determined by the Board of Directors. If no rank has been determined, the
Vice President shall succeed to the duties of the President in order of date
of election, the earliest date having the first rank.

SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
minute books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of the Bylaws or required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and
see that the seal of the Corporation is affixed to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign with the President certificates for share of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned him by the President or by the Board of Directors.

SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for money due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions Article VI of these Bylaws; and (c) in general perform all of the duties as from time to time may be assigned to him by the President or by the Board of Directors. If requires by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.

ARTICLE V: INDEMNITY

The Corporation shall indemnify its directors, officers and employees
as follows:

(A) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or impose upon him in
connection with any proceeding to which he may become involved, by
reason of his being or having been a director, officer employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust, or enterprise, or any settlement thereof,
whether or not he is a director, officer, employee or agent at the time
such expenses are incurred, except in such cases wherein the director,
officer, or employee is adjudged guilty of willful misfeasance or
malfeasance in the performance of his duties; provided that in the
event of a settlement the indemnification herein shall apply only
when the Board of Directors approves such settlement and reimbursement
as being for the best interest of the Corporation.

(B) The Corporation shall provide to any person who is or was a
director, officer, employee, or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of the corporation, partnership, joint venture,
trust or enterprise, the indemnity against expenses of suit, litigation
or other proceedings which is specifically permissible under applicable
law.

(C) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provision of the Article V.

ARTICLE VI: CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize

any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as shall from time
to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board of Directors
may select.

ARTICLE VII: CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates
for shares shall be consecutively numbered or otherwise indemnified. The
name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on
the stock transfer books of the Corporation. All certificates surrendered
to the Corporation for transfer shall be canceled and no new certificates
shall be issued until the former certificates for a like number of shares
shall have been surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefore upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

SECTION 2. Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized bypower of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person on whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner there of for
all purposes. Provided, however, that upon any action undertaken by the
shareholders to elect S Corporation Status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws so long as
said agreement is in force and effect.

ARTICLE VIII: FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and
end on the 31st day of December of each year.

ARTICLE IX: DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.

ARTICLE X: CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation and the State of the incorporation and the words, Corporate Seal.

ARTICLE XI: WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII: AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may beadopted by the Board of Directors at any regular or special meeting of the Board of Directors.

The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 7th day of May, 1998.

Secretary

THIS AGREEMENT made this 1st day of January, 2000.

BETWEEN: CAREY HOLDINGS LTD.

#600 - 3795 Carey Road

Victoria, British Columbia
V8Z 6T8

(hereinafter called the "Landlord")

OF THE FIRST PART

AND:    LANDSTAR, INC.
        600-3795 Carey Road
        Victoria, British Columbia
        V8Z 6T8

        (hereinafter called the "Tenant")

                OF THE SECOND PART

1. LEASED PREMISES

The Landlord does demise and lease to the Tenant the premises hereinafter described (the "Leased Premises") situate in the building (the "Building") having a municipal address of

3795 Carey Road
in the city of Victoria, Province of British Columbia

(the Leased Premises, the Building, together with the lands described in Schedule "A" attached hereto and present and future improvements, additions and changes thereto being herein called the "Property"), the Leased Premises situated on the 6th Floor and consisting of approximately 2,671.3 square feet of usable area as outlined in red on the Explanatory Leasehold Plan marked Schedule "B" attached and a proportionate share common area allocation of 659.1 square feet, for a total gross rentable area on the 6th floor of 3330.4 square feet. Square footage calculations and subsequent adjustments thereto are to be in accordance with the Building Owners and Managers Association (B.O.M.A.) standard measurement procedures.

2. TERM

(a) Term

TO HAVE AND TO HOLD the Leased Premises for and during the term of five years (the "Term") commencing the 1st day of January 2000 and terminating the 31st day of December 2004.

(b) Overholding

If at the expiration of the Term or sooner termination hereof, the Tenant shall remain in possession without any further written agreement or in circumstances where a tenancy would thereby be created by implication of law or otherwise, a tenancy from year to year shall not be created by implication of law or otherwise, but the Tenant shall be deemed to be a monthly tenant only, at a rate equivalent to one hundred fifty percent (150%) of the "Basic Rent" (as hereinafter defined), payable monthly in advance plus "Additional Rent" (as hereinafter defined) and otherwise upon and subject to the same terms and conditions as herein contained, excepting provisions for renewal (if any) and leasehold improvement allowance (if any), contained herein, and nothing, including the acceptance of any Rent by the Landlord, for periods other than monthly periods, shall extend this Lease to the contrary except any agreement in writing between the Landlord and the Tenant and the Tenant hereby authorizes the Landlord to apply any monies received from the Tenant in payment of such monthly Rent.

3. RENT

(a) Basic Rent

The Tenant shall, without deduction or right of offset, pay to the Landlord annually, adjusted proportionally for partial years during the Term as rental (herein called "Basic Rent") the sum of lawful money of the jurisdiction in which the Leased Premises are located, payable in equal monthly installments according to the following schedule and commencing the1st day of January, 2000.

Year 1 -5 $15.00 P.S.F. $49,956.00 P.A. $4,163.00 P.M.

Annual Basic Rent shall be determined by multiplying the above-referenced rates by the gross rentable area as determined by an Explanatory Plan prepared by a certified B.C. Land Surveyor.

(b) Additional Rent

The Tenant shall, without deduction or right of offset, pay to the Landlord yearly and every year during the Term as additional rental (herein called "Additional Rent");

(i) the amounts of any Taxes payable by the Tenant to the Landlord pursuant to the provisions of Schedule "C" attached hereto; and

(ii) the amounts required to be paid to the Landlord pursuant to the provisions of Schedule "D" attached hereto.

Except as otherwise expressly provided herein,
Additional Rent shall be paid and adjusted with reference to a fiscalperiod of twelve (12) calendar months ("Fiscal Period"),
which shall be a calendar year unless the Landlord shall from time to time have selected a Fiscal Period which is not a calendar year by written notice to the Tenant. Payment of Additional Rent shall commence January 1, 2000.

The Landlord shall advise the Tenant in writing of its estimate of the Additional Rent to be payable by the Tenant during the Fiscal Period (or broken portion of the Fiscal Period, as the case may be, if applicable at the commencement or end of the Term or because of a change in Fiscal Period) which commenced upon the commencement dateof the Term and for each succeeding Fiscal Period or broken portion thereof which commences during the Term. Such estimate shall in every case be a reasonable estimate and, if requested by the Tenant, shall be accompanied by reasonable particulars of the manner in which it was calculated. The Additional Rent payable by the Tenant shall be paid in equal monthly installments in advance at the same time as payment of Basic Rent is due hereunder based on the Landlord's estimate as aforesaid, except as otherwise expressly provided herein. From time to time, the Landlord may re-estimate, on a reasonable basis, the amount of Additional Rent for any Fiscal Period or broken portion thereof, in which case the Landlord shall advise the Tenant in writing of such re-estimate and fix new equal monthly installments for the remaining balance of such Fiscal Period or broken portion thereof. Within ninety (90) days after the end of each such Fiscal Period or broken portion thereof, the Landlord shall submit to the Tenant a statement of the actual Additional Rent payable in respect of such Fiscal Period or broken portion thereof and a calculation of the amounts by which the Additional Rent payable by the Tenant exceeds or is less than (as the case may be) the aggregate installments paid by the Tenant on account of Additional Rent for such Fiscal Period. Within one year after the submission of any such statement, the Tenant (through its authorized representatives and accountants)may, at any reasonable time after five (5) days' prior written notice to the Landlord, examine all the Landlord's books and records for the Property, which books and records shall be kept in British Columbia, and the Landlord shall keep complete and accurate books and records in respect of all incomings and outgoings.

Within thirty (30) days after the submission of such statement either the Tenant shall pay to the Landlord any amount by which the amount found payable by the Tenant with respect to such Fiscal Period or broken portion thereof exceeds the aggregate of the monthly payments made by it on account thereof during such Fiscal Period or broken portion thereof, or the Landlord shall pay to the Tenant any amount by which the amount found payable as aforesaid is less than the aggregate of such monthly payments.

That part of Additional Rent to be paid pursuant to clause 3(b)(i) above shall be estimated as aforesaid and for leases commencing prior to June 30th, the estimate of the tax for the current calendar year shall be paid by equal monthly payment from the date of commencement through June 30th of the same year. For leases commencing after June 30th, the tax for the current calendar year shall be due and payable upon occupancy. Commencing on occupancy and thereafter on July 1st in each year hereof, the forthcoming year's tax shall be estimated as aforesaid and shall be paid by equal monthlyinstallments such that by June 1st of each subsequent year the estimate of the then current calendar year's tax shall have been deposited with the Landlord. Differences between actual tax and the estimate thereof shall be notified and shall be payable or refundable within 30 days of such notification. The Landlord covenants to deliver to the Tenant forthwith upon receipt of notification of any taxes, a statement of the Tenant's proportionate share thereof and a statement of account showing the amount paid pursuant thereto by the Tenant and the balance due and payable.

(d) Accrual of Rent

Rent shall be considered as accruing from day to day, and Rent for an irregular period of less than one year or less than one calendar month shall be apportioned and adjusted by the Landlord for the Fiscal Periods of the Landlord in which the Tenancy created hereby commences and expires. Where the calculation of Rent for a period cannot be made until after the termination of this Lease, the obligation of the Tenant to pay Additional Rent shall survive the termination hereof and Additional Rent for such period shall be payable by the Tenant upon demand by the Landlord. If the Term commences or expires on any day other than the first or the last day of a month, Rent for such fraction of a month shall be apportioned and adjusted asaforesaid and paid by the Tenant on the commencement date of the Term.

(e) Recovery of Rent

Rent and any other amounts required to be paid by the Tenant to the Landlord under this Lease shall be deemed to be and be treated as rent and payable and recoverable as rent, and the Landlord shall have all rights against the Tenant for default in any payment of rent and other amounts as in the case of arrears in rent.

(f) Limitations

The information set out in statements, documents or other writings setting out the amount of Additional Rent submitted to the Tenant under or pursuant to this Lease shall be binding on the Tenant and deemed to be accepted by it and shall not be subject to amendment for any reason unless the Tenant gives written notice to the Landlord within one (1) year of the Landlord's submission of such statement, document, or writing identifying the statement, document, or writing and setting out in reasonable detail the reason why such statement, document or writing should not be binding on the Tenant. In such case, the Landlord and Tenant will cause their accountants to use their best efforts to resolve any dispute expeditiously and equitably.

4. DEPOSIT

The Tenant has delivered a certified cheque in the amount of NIL Dollars payable to CAREY HOLDINGS LTD. for deposit. Such deposit monies shall be applied to the Basic Rent and Additional Rent for the first two (2) months of the term of the Lease.

5. GENERAL COVENANTS

(a) Landlord's Covenant

The Landlord covenants with the Tenant:

(i) that the Tenant, paying the Rent hereby reserved, and performing its covenants herein contained, shall and may peaceably possess and enjoy the Leased Premises for the Term, without any interruption or disturbance from the Landlord except as provided herein, or any other person or persons lawfully claiming, by, through or under it, and

(ii) to observe and perform all the covenants and obligations of the Landlord herein.

(b) Tenant's Covenant

The Tenant covenants with the Landlord:

(i) to pay Rent; and

(ii) to observe and perform all the covenants and obligations of the Tenant herein.

6. USE AND OCCUPANCY

The Tenant covenants with the Landlord:

(a) Use

Not to use the Leased Premises for any purpose other than the conduct of the Tenant's business which is, without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed.

(b) Waste, Nuisance, etc.

Not to commit, or permit, any waste, injury or damage to the Property including the Leasehold Improvements and any trade fixtures therein, any loading of the floors thereof in excess of the maximum degree of loading as determined by the Landlord acting reasonably, any nuisance therein or any use or manner of use causing annoyance to the Landlord.

Not to do, omit or permit to be done or omitted to be done upon the Property anything which would cause to be increased the Landlord's cost of insurance against perils as to which the Landlord has insured or which shall cause any policy of insurance on the Property to be subject to cancellation;

(d) Compliance with Law

To comply at its own expense with all governmental laws, regulations and requirements pertaining to the occupation and use by the Tenant of the Leased Premises, the condition of the Leasehold Improvements, trade fixtures, furniture and equipment installed by or on behalf of the Tenant therein and the making by the Tenant of any repairs, changes or improvements therein, except for structural repairs or up-grading or other matters for which the Landlord is responsible hereunder;

(e) Rules and Regulations

To observe and perform, and to cause its employees, invitees and others over whom the Tenant can reasonably be expected to exercise control to observe and perform the Rules and Regulations contained in Schedule "E" hereto, and such further and other reasonable rules and by the Landlord and notified in writing to the Tenant, except that no change or addition may be made that is inconsistent with this Lease unless as may be required by governmental regulation or unless the Tenant consents thereto. The imposition of such Rules and Regulations shall not create or imply any obligation of the Landlord to enforce them or create any liability of the Landlord for their non-enforcement or otherwise.

7. ASSIGNMENT AND SUB-LETTING

(a) Assignment or Sub-Letting Procedures

The Tenant shall not assign this Lease or sub-let the whole or any part of the Leased Premises unless:

(i) the Tenant shall have received or procured a bona fide written offer to take an assignment or sub-lease which is not inconsistent with this Lease, and the acceptance of which would not breach any provision of this Lease if this paragraph is complied with and which the Tenant has determined to accept subject to this paragraph being complied with, and

(ii) the Tenant shall have first requested and obtained the consent in writing of the Landlord thereto, which consent the Landlord will not unreasonably withhold or delay.

Any request for consent shall be in writing and accompanied by a copy of the offer certified by the Tenant to be true and complete, and the Tenant shall furnish to the Landlord all information available to the Tenant and requested by the Landlord as to the responsibility, financial standing and business of the proposed assignee or sub-tenant.

(b) Assumption of Obligations

No assignment shall be effective unless the assignee shall execute an agreement in favour of the Landlord, assuming all the obligations of the Tenant hereunder from and after the effective date of the assignment and shall pay to the Landlord its reasonable fee for processing the assignment.

The Tenant agrees that any consent to an assignment or sub-letting of his Lease or Leased Premises, shall not thereby release the Tenant of its obligations hereunder.

8. REPAIR & DAMAGE

(a) Landlord's Repairs to Building & Property

The Landlord covenants with the Tenant to keep in a reasonable state of repair, maintenance and decoration, consistent with the standards of a first class office building, reasonable wear and tear excepted:

(i) those portions of the Property consisting of stairways, landscaped areas, parking areas, and other facilities from time to time provided for use in common by the Tenant and other tenants of the Landlord and the Landlord, and the exterior portions (including, without limitation, foundations, exterior walls and roofs) of all buildings and structures from time to time forming part of the Property;

(ii) the Building (other than the Leased Premises) including the systems for interior climate control, the elevators and stairways from time to time provided for use in common by the Tenant and the Landlord and the systems provided for use in common by the Tenant and the Landlord and the systems provided for bringing utilities to the Leased Premises including without limitation, Heating, Ventilating, and Air Conditioning Systems.

(b) Landlord's Repairs to Leased Premises

The Landlord covenants with the Tenant to repair, as expeditiously as reasonably feasible, defects in structural elements, exterior walls of the Building, suspended ceiling, electrical and mechanical installations standard to the Building installed by the Landlord in the Leased Premises (if and to the extent that such defects are sufficient to impair the Tenant's use of the Leased Premises while using them in a manner consistent with this Lease) and "Insured Damage" (as herein defined). The Landlord shall in no event be required to make repairs to Leasehold Improvements made by the Tenant, or by the Landlord on behalf of the Tenant or to make repairs to wear and tear within the Leased Premises.

The Tenant covenants with the Landlord to repair, maintain and keep at the Tenant's own cost except insofar as the obligationto repair rests upon the Landlord pursuant to this paragraph, the Leased Premises, including Leasehold Improvements in good and substantial repair, reasonable wear and tear excepted, provided that this obligation shall not extend to structural elements or to repairs which the Landlord would be required to make under this paragraph but for the exclusion therefrom of defects not sufficient to impair the Tenant's use of the Leased Premises while using them in a manner consistent with this Lease. The Landlord may enter the Leased Premises at all reasonable times on notice to the Tenant and view the condition thereof and the Tenant covenants with the Landlord to repair, maintain and keep the Leased Premises in good and substantial repair according to notice in writing, reasonable wear and tear excepted. If the Tenant shall fail to repair as aforesaid after reasonable notice to do so, the Landlord may effect the repairs and the Tenant shall pay the reasonable cost thereof to the Landlord on demand. The Tenant covenants with the Landlord that the Tenant will at the expiration of the term or sooner termination thereof peaceably surrender the Leased Premises and appurtenances in good and substantial repair and conditions, reasonable wear and tear excepted, except that within 10 days after such expiration or sooner determination the Tenant may remove from the Leased Premises anything in the nature

of trade or Tenant's fixtures and Tenant's equipment and furnishings providedthat the Tenant, at its cost, forthwith restores the premises to the condition
existing prior to the installation thereof.

(d) Indemnification

If any part of the Property becomes out of repair, damaged or destroyed through the negligence of, or misuse by, the Tenant or its employees, agents, or others under its control, the Tenant shall pay the Landlord on demand the expense of repairs or replacements, including the Landlord's reasonable administration charge thereof, necessitated by such negligence or misuse.

(e) Damage and Destruction

It is agreed between the Landlord and the Tenant that:

(i) in the event of damage to the Property or to any part thereof, if the damage is such that the Leased Premises or any substantial part thereof is rendered not reasonably capable of use and occupancy by the Tenant for the purpose of its business for any period of time in excess of ten (10) days, then

(1) unless the damage was caused by the fault or negligence of the Tenant or its employees, agents, invitees or others under its control from the date of occurrence of the damage and until the Leased Premises are again reasonably capable for use and occupancy as aforesaid, the Rent payable pursuant to this Lease shall abate from time to time in proportion to the part or parts of the Leased Premises not reasonably capable of such use and occupancy, and

(2) unless this Lease is terminated as hereinafter provided, the Landlord or the Tenant as the case may be (according to the nature of the damage and their respective obligations to repair as provided in sub-paragraphs (a), (b), and (c) of this paragraph) shall repair such damage with all reasonable diligence, but to the extent that any part of the Leased Premises is not reasonably capable of such use and occupancy by reason of damage which the Tenant is obligated to repair hereunder, any abatement of Rent to which the Tenant would otherwise be entitled hereunder shall not extend later than the time by which, in the reasonable opinion of the Landlord, repairs by the Tenant ought to have been completed with reasonable diligence;

(ii) if the Leased Premises are substantially damaged or destroyed by any cause and if in the reasonable opinion of an independent architect or engineer appointed by the Landlord given in writing within thirty (30) days of the occurrence, the damage cannot reasonably be repaired within one hundred and twenty (120) days after the occurrence thereof, then the Lease shall terminate, in which event neither the Landlord nor the Tenant shall be bound to repair as provided in subparagraphs (a), (b), and (c) of this paragraph, and the Tenant shall instead deliver up possession of the Leased Premises to the Landlord with reasonable expedition and Rent shall be apportioned and paid to the

date of the occurrence;

(iii) if premises whether or not of the Tenant comprising in the aggregate half or more of the total number of square feet of rentable office area in the Property or half or more of the total number of square feet of rentable office area in the Building (as determined by an independent architect or engineer appointed by the Landlord) or portions of the Property which affect access or services essential thereto, are substantially damaged or destroyed by any cause and if in the reasonable opinion of an independent architect or engineer appointed by the Landlord the damage cannot reasonably be repaired within one hundred and twenty (120) days after the occurrence thereof, then either the Landlord or the Tenant may, by written notice to the other given within sixty (60) days after the occurrence of such damage or destruction, terminate this Lease in which event neither the Landlord nor the Tenant shall be bound to repair as provided in sub-paragraphs (a), (b) and (c) of this paragraph, and the Tenant shall instead deliver up possession of the Leased Premises to the Landlord with reasonable expedition, but in any event within sixty (60) days after delivery of such notice of termination, and Rent shall be apportioned and paid to the date upon which possession is so delivered up, (but subject to any abatement to which the Tenant may be entitled under sub-paragraph (e)(i) of this paragraph); and

(iv) the Landlord will cause any independent architect or engineer appointed hereunder to deliver a true copy of the certificate to the Tenant which the Landlord will use his best efforts to obtain forthwith upon receipt of said certificate.

9. INSURANCE AND LIABILITY

(a) Landlord's Insurance

The Landlord shall take out and keep in force during the Term insurance with respect to the Property except for the "Leasehold Improvements" (as hereinafter defined) in the Leased Premises. The insurance to be maintained by the Landlord shall be in respect of perils and to amounts and on terms and conditions including, without limitation, deductibles which from time to time are insurable at a reasonable premium and which are normally insured by prudent owners of properties similar to the Property, all as from time to time determined at reasonable intervals by arm's-length and reputable insurance advisors selected by the Landlord, and whose opinion shall be conclusive, and, with respect to all-risk insurance shall be to full replacement value (excluding foundations). Unless and until the insurance advisors shall state that any such perils are not customarily insured against by owners of properties similar to the property, the perils to be insured against by the Landlord shall include, without limitation, public liability, boilers and machinery, fire and extended perils and may include at the option of the Landlord losses suffered by the Landlord in its capacity as Landlord through business interruption; provided that the cost of such business interruption insurance and of loss of rental insurance will not be included in Operating Costs.

(b) Tenant's Insurance

The Tenant shall take out and keep in force during the Term:

(i) comprehensive general public liability insurance covering personal and bodily injury, death and property damage on all occurrence basis with respect to all construction, installation and alterations done in the premises by the Tenant, the business carried on in or from the Leased Premises, the Tenant's use and occupancy of the Leased Premises and of any other part of the Property, with coverage for any one occurrence or claim of not less than Two Million Dollars ($2,000,000) or such other amount as the Landlord may reasonably require upon not less than one (1) months' notice at any time during the Term, which insurance shall include the Landlord as a named insured and shall protect the Landlord in respect of claims by the Tenant as if the Landlord were separately insured.

(ii) Tenant's all risk legal liability insurance in an amount not less than the replacement cost of the Leased Premises;

(iii) insurance in respect of fire and such other perils as are from time to time defined in the usual extended coverage endorsement covering the Tenant's leasehold improvements, trade fixtures, and the furniture and equipment to their full insurable value;

(iv) plate glass insurance, for the benefit of the Landlord and all mortgagees of the Landlord (the "Mortgagee") and the Tenant, covering all plate glass in the Leased Premises, including all thermopane glass and plate glass windows and doors, in an amount equal to the full insurable value thereof.

All insurance shall be effected with insurers and brokers and upon terms and conditions satisfactory to the Landlord. The Tenant shall furnish to the Landlord, upon occupancy of the premises and upon an annual policy renewal basis thereafter for each year the Lease is in effect, certificates or other evidences acceptable to the Landlord as to the insurance from time to time effected by the Tenant and its renewal or continuation in force, together with evidence as to the method of determination of full replacement cost of the Tenant's leasehold improvements, trade fixtures, furniture and equipment, and if the Landlord reasonably concludes that the full replacement cost has been underestimated, the Tenant shall forthwith arrange for any consequent increase in coverage required under sub-paragraph (b). If the Tenant shall fail to take out, renew and keep in force such insurance, or if the evidences submitted to the Landlord are unacceptable to the Landlord (or no such evidences are submitted within a reasonable period after request therefor by the Landlord), then the Landlord may give to the Tenant written notice requiring compliance with this sub-paragraph and specifying the respects in which the Tenant is not then in compliance with this sub-paragraph. If the Tenant does not within five
(5) days provide appropriate evidence of compliance with this sub-paragraph, the Landlord may (but shall not be obligated to) obtain some or all of the additional coverage or other insurance which the Tenant shall have failed to obtain,

without prejudice to any other rights of the Landlord under this Lease or otherwise, and the Tenant shall pay all premiums and other reasonable expenses incurred by the Landlord to the Landlord on demand.

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

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

The Tenant agrees that the Landlord shall not be liable for any bodily injury or death of, or loss or damage to any property belongingto the Tenant or its employees, invitees or licensees or any other person in, on or about the Property unless resulting from the actual willful misconduct or negligence of the Landlord or its own employees, agents or contractors. In no event shall the Landlord be liable for any consequential damage which is caused by steam, water, rain or snow or other thing which may leak into, issue or flow from any part of the Property or from the pipes or plumbing works, including the sprinkler system therein or from any other place or for any damage caused by or attributable to the condition or arrangement of any electric or other wiring or of sprinkler heads.

(d) Indemnity of Landlord

Except with respect to claims or liabilities in respect of any damage which is Insured Damage to the extent of the cost of repairing such Insured Damage the Tenant agrees to indemnify and save harmless the Landlord in respect of:

(i) all claims for bodily injury or death, property damage or other loss or damage arising from the willful conduct of any work or any negligent act or omission of the Tenant or any assignee, sub-tenant, agent, employee, or contractor of the Tenant, and in respect of all reasonable costs, expenses and liabilities incurred by the Landlord in connection with or arising out of all such claims, including the expenses of any action or proceeding pertaining thereto, but excluding any such costs in respect of which the Landlord is re-imbursed from insurance proceeds; and

(ii) any reasonable loss, cost, (including, without limitation, reasonable lawyer's fees and disbursements) expense or damage suffered by the Landlord arising from any breach by the Tenant of any of its covenants and obligations under this Lease.

(e) Definition of "Insured Damage"

For purposes of this Lease, "Insured Damage" means that part of any damage occurring to the Property of which the entire cost of repair (or the entire cost of repair other than a deductible amount properly collectable by the Landlord as part of the Additional Rent) is actually recovered by the Landlord under a policy or policies of insurance from time to time effected by the Landlord pursuant to sub-paragraph (a). Where an applicable policy of insurance contains an exclusion for damages recoverable from a third party, claims as to which the exclusion applies shall be considered to constitute Insured Damage only if the Landlord successfully recovers from the third party.

10. EVENTS OF DEFAULT AND REMEDIES

(a) In the event of the happening of any one of following events:

(i) the Tenant shall have failed to pay an installment of Basic Rent or of Additional Rent or any other amount payable hereunder when due, and such failure shall be continuing for a period of more than ten (10) days after receipt of written notice from the Landlord that such installment or amount was due;

(ii) there shall be a default of or with any condition, covenant, agreement or other obligation on the part of the Tenant to be kept, observed or performed hereunder (other than a condition, covenant, agreement or other obligation to pay Basic Rent, Additional Rent or any other amount of money) and such default shall be continuing for a period of more than fifteen
(15) days after written notice by the Landlord to the Tenant specifying the default and requiring that it discontinue;

(iii) if any policy of insurance upon the Property or any part thereof from time to time effected by the Landlord shall be cancelled or about to be cancelled by the insurer by reason of the use or occupation of the Leased Premises by the Tenant or any assignee, sub-tenant or licensee of the Tenant or anyone permitted by the Tenant to be upon the Leased Premises and the Tenant after receipt of notice in writing from the Landlord shall have failed to take such immediate steps in respect of such use or occupation as shall enable the Landlord to reinstate or avoid cancellation (as the case may be) of such policy of insurance;

(iv) the Leased Premises shall, without the prior written consent of the Landlord, be used by any other persons than the Tenant or its permitted assigns or sub-tenants or for any purpose other than that for which they were leased or occupied or by any persons whose occupancy is prohibited by this Lease;

(v) the Leased Premises shall be vacated or abandoned, or remain unoccupied without the prior written consent of the Landlord, such consent not to be unreasonably withheld

or delayed, for fifteen (15) consecutive days or more while capable of being occupied;

(vi) the balance of the Term of this Lease or any of the goods and chattels of the Tenant located in the Leased Premises, shall at any time be seized in execution or attachment; or

(vii) the Tenant shall make any assignment for the benefit of creditors or become bankrupt or insolvent or take the benefit of any statute for bankrupt or insolvent debtors or, if a corporation, shall take any steps or suffer any order to be made for its winding-up or other termination of its corporate existence; or a trustee, receiver or receiver-manager or agent or other like person shall be appointed of any of the assets of the Tenant;

The Landlord shall have the following rights and remedies all of which are cumulative and not alternative and not to the exclusion of any other or additional rights and remedies in law or equity available to the Landlord by statute or otherwise:

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

(B) with respect to unpaid overdue Rent, to the payment by the Tenant of the Rent and of interest (which said interest shall be deemed included herein in the term "Rent") thereon at a rate equal to the lesser of two percent (2%) above the prime commercial loan rate charged to borrowers having the highest credit rating from time to time by the Landlord's principal bank from the date upon which the same was due until actual payment thereof and the maximum amount allowed under the laws of the jurisdiction in which the Building is located;

(C) to terminate this Lease forthwith by delivering to the Tenant at the address prescribed in paragraph 18 dealing with notices, notice terminating the Lease and to immediately thereafter cease to furnish any services hereunder and enter into and upon the Leased Premises or any part thereof in the name of the whole and the same to have again, re-possess and enjoy as of its former estate, anything in this Lease contained to the contrary notwithstanding; and,

(D) to enter the Leased Premises as agent of the Tenant and as such agent to re-let them and to receive the rent therefore and as the agent of the Tenant to take possession of any furniture or other property thereon and upon giving ten (10) days' written notice to the Tenant to store the same at the expense and risk of the Tenant or to sell or otherwise dispose of the same at public or private sale without further notice and to apply the proceeds thereof and any rent derived from re-letting the Leased Premises upon account of the Rent due and to become due under this Lease and the Tenant shall be liable to the Landlord for the deficiency if any.

(b) Payment of Rent, etc. on Termination

Upon the giving by the Landlord of a notice in writing terminating =the Lease under sub-paragraph
(a)(C) of this paragraph, this Lease and the term shall terminate, Rent and any other payments for which the Tenant is liable under this Lease shall be computed, apportioned and paid in full to the date of such termination forthwith, in one lump sum as liquidated damages and not a penalty the aggregate of Basic Rent and Additional Rent (as estimated by the Landlord acting reasonably) for a period of six months being the estimated time required for re-leasing the Leased Premises or, if less than one year remains of the Term, the aggregate of Basic Rent and Additional Rent (as estimated by the Landlord acting reasonably) for the unexpired portion of the Term. Upon termination of this Lease and the Term, the Tenant shall immediately deliver up possession of the Leased Premises to the Landlord, and the Landlord may forthwith re-enter and take possession of them.

The Tenant shall pay to the Landlord on demand all reasonable costs and expenses, including reasonable lawyers' fees, incurred by the Landlord in enforcing any of the obligations of the Tenant under this Lease.

11. Subordination and Attornment

This Lease and all rights of the Tenant hereunder are subject and subordinate to all underlying leases and charges or mortgages now or hereafter existing (including charges and mortgages by way of debenture, note, bond, deeds of trust and mortgage and all instruments supplemental thereto), which may now or hereafter affect the Property or any part thereof and to all renewals, modifications, consolidations, replacements and extensions thereof provided the lessor, chargee, mortgagee or trustee agrees to accept this Lease if not in default; and in recognition of the foregoing the Tenant agrees that it will, whenever requested, attorn to such lessor, chargee, mortgagee or trustee as a tenant upon all the terms of this Lease. The Tenant agrees to execute promptly whenever requested by the Landlord or by the holder of any such lease, charge or mortgage an instrument of subordination or attornment, as the case may be, as may be required of it; provided that such lessor, chargee, mortgagee or trustee concurrently delivers to the Tenant an enforceable agreement, on terms reasonably satisfactory to the Tenant, providing that notwithstanding such subordination or attornment the Tenant will be entitled to quiet possession and enjoyment of the Leased Premises in accordance with the terms of this Lease as long as it is not in default hereunder.

12. CERTIFICATES

The Tenant agrees that it shall promptly whenever requested by the Landlord from time to time execute and deliver to the Landlord, and if required by the Landlord, to any lessor, chargee or mortgagee (including any trustee) or other person designated by the Landlord, an acknowledgment in writing as to the then status of this Lease, including as to whether it is in full force and effect, is modified or unmodified, confirming the Basic Rent and Additional Rent payable
hereunder and the state of the accounts between Landlord and Tenant, the existence
or non-existence of defaults, and any other matters pertaining to this Lease as to
which the Landlord shall request an acknowledgment.

The Landlord agrees that it shall promptly whenever requested
by the Tenant from time to time execute and deliver to the Tenant, and if required
by the Tenant, to any chargee or mortgagee (including any trustee) or other
person designated by the Tenant an acknowledgment in writing as to the then
status of this Lease, including as to whether it is in full force and effect, is
modified or unmodified, confirming the Basic Rent and Additional Rent payable
hereunder and the state of the accounts between Tenant and Landlord, the
existence of defaults, and any other matters pertaining to this Lease as to which
the Tenant shall request an acknowledgment.

13. INSPECTION OF AND ACCESS TO THE LEASED PREMISES

The Landlord shall be permitted on notice to the Tenant to
enter and to have its authorized agents, employees and contractors enter the
Leased Premises for the purpose of inspection, window cleaning, maintenance,
providing janitor service, making repairs, alterations or improvements to the
Leased Premises required at law or requested by the Tenant, or to have access
to utilities and services (including all ducts and access panels (if any), which the
Tenant agrees not to obstruct) and the Tenant shall provide free and unhampered
access for the purpose, and shall not be entitled to compensation for any
inconvenience, nuisance or discomfort caused thereby. The Landlord and its
authorized agents and employees shall be permitted entry to the Leased Premises
for the purpose of exhibiting them to prospective tenants. The Landlord in
exercising its rights under this paragraph shall do so to the extent reasonably
necessary so as to minimize interference with the Tenant's use and enjoyment
of the Leased Premises provided that in an emergency the Landlord or persons
authorized by it may enter the Leased Premises without regard to minimizing
interference.

The landlord may close off all or part of the building for
maintenance, repair, construction or reconstruction, and may change the
location, arrangement or use of any part or parts of the common areas.
The landlord reserves the following additional rights:

1. The right to change access doors or corridors;

2. The right of access to the tenant's premises to effect changes to the project;

3. The right of disruption; and

4. The right to erect hoarding, scaffolding and other temporary structures.

14. 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 of the supply
or provision of any service or utility, the making of any repair, the doing of any
work or any other thing including, without limitation, non-monetary defaults by
the Tenant hereunder (other than the payment of moneys required to be paid by
the Tenant to the Landlord or otherwise hereunder) by reason of:

(a) strike or work stoppages;

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

(c) any statute, law or regulation of, or inability to obtain any permission from any government authority having lawful jurisdiction preventing, delaying or restricting such fulfillment; or

(d) other unavoidable occurrence.

The time for fulfillment of such obligation shall be extended during
the period in which such circumstance operates to prevent, delay or restrict the
fulfillment thereof, and the other party to this Lease shall not be entitled to compensation
for any inconvenience, nuisance or discomfort thereby occasioned; provided that
nevertheless the Landlord will use its best efforts to maintain services essential to
the use and enjoyment of the Leased Premises.

15. WAIVER

If either the Landlord or the Tenant shall overlook, excuse,
condone or suffer any default, breach, non-observance, improper compliance or
non-compliance by the other of any obligation hereunder, this shall not operate
as a waiver of such obligation in respect of any continuing or subsequent default,
breach, or non-observance, and no such waiver shall be implied but shall only be
effective if expressed in writing.

16. SALE, DEMOLITION AND RENOVATION

The term "Landlord" as used in this Lease, means only
the owner for the time being of the Property, so that in the event of any sale
or sales or transfer or transfers of the Property, or the making of any lease or
leases thereof, or the sale or sales or the transfer or transfers or the assignment
or assignments of any such lease or leases, previous landlords shall be and hereby
are relieved of all covenants and obligations of Landlord hereunder, except for then
existing defaults by the Landlord in observance or performance of its obligations
hereunder. It shall be deemed and construed without further agreement between the
parties, or their successors in interest, or between the parties and the transferee or
acquirer, at any such sale, transfer or assignment, or lessee on the making of any
such lease, that the transferee, acquirer or lessee has assumed and agreed to carry
out any and all of the covenants and obligations of Landlord hereunder to Landlord's
exoneration, and Tenant shall thereafter be bound to and shall attorn to such transferee,
acquirer or lessee, as the case may be, as Landlord under this Lease.

17. LEASE ENTIRE AGREEMENT

The Tenant acknowledges that there are no covenants,
representations, warrantees, agreements or conditions express or implied, collateral
or other- wise forming part of or in any way affecting or relating to this Lease save
as expressly set out in this Lease and Schedules attached hereto and that this
Lease and such Schedules constitute the entire agreement between the Landlord
and the Tenant and may not be modified except as herein explicitly provided or
except by agreement in writing executed by the Landlord and the Tenant.

18. NOTICES

Any notice, advice, document or writing required or
contemplated by any provision hereof shall be given in writing and if to the
Landlord, either delivered personally to an officer of the Landlord or mailed by
prepaid mail addressed to the Landlord at the said local office address of the
Landlord shown above, and if to the Tenant, either delivered personally to the
Tenant (or to an officer of the Tenant, if a corporation), or mailed by prepaid mail
addressed to the Tenant at the Leased Premises, and if an address of the
Tenant is shown in the description of the Tenant above, to such address as well.
Every such notice, advice, document or writing shall be deemed to have been
given when delivered personally, or if mailed as aforesaid upon the fifth day after
being mailed. The Landlord may from time to time by notice in writing to the
Tenant designate another address as the address to which notices are to be mailed
to it, or specify with greater particularity the address and persons to which
such notices are to be mailed and may require that copies of notices be sent to
an agent designated by it. The Tenant may, if an address of the Tenant is
shown in the description of the Tenant above, from time to time by notice in
writing to the Landlord designate another address as the address to which such
notices are to be mailed.

19. INTERPRETATION

In this Agreement, "herein", "hereof", "hereby",
"hereunder", "hereto", "hereinafter", and similar expressions refer to this
Lease and not to any particular paragraph, clause or other portion thereof,
unless there is something in the subject matter or context inconsistent therewith
and the parties agree that all of the provisions of this Lease are to be
construed as covenants and agreements as though words importing such
covenants and agreements were used in each separate paragraph hereof, and
that should any provision or provisions of this Lease be illegal or not enforceable,
it or they shall be considered separate and severable from the Lease and its
remaining provisions shall remain in force and be binding upon the parties
hereto as though the said provision or provisions had never been included,
and further that the captions appearing for the provisions of this Lease have
been inserted as a matter of convenience and for reference only and in no way
define, limit or enlarge the scope or meaning of this Lease or of any provision hereof.

20. EXTENT OF LEASE OBLIGATIONS

This Agreement and everything herein contained shall endure
to the benefit of and be binding upon the respective heirs, executors, administrators,
successors, assigns and other legal representatives, as the case may be, of each
and every of the parties hereto, subject to the granting of consent by the Landlord
to any assignment or sublease, and every reference herein to any party hereto
shall include the heirs, executors, administrators, successors, assigns and other
legal representatives of such party, and where there is more than one tenant or
there is a male or female party the provisions hereof shall be read with all grammatical
changes thereby rendered necessary and all covenants shall be deemed joint
and several.

21. USE AND OCCUPANCY PRIOR TO TERM

If the Tenant shall for any reason use or occupy the Leased
Premises in any way prior to the commencement of the Term without there
being an existing lease between the Landlord and Tenant under which the Tenant
has occupied the Leased Premises, then during such prior use or occupancy the
Tenant shall be a Tenant of the Landlord and shall be subject to the same covenants
and agreements in this Lease mutatis mutandis.

22. GUARANTOR'S COVENANT

The Guarantor (if any is party to this Lease and if more
than one jointly and severally) for valuable consideration (receipt and
sufficiency whereof are acknowledged) hereby covenants, promises and
agrees with the Landlord that it will at all times pay or cause to be paid to the
Landlord the rent hereby promised or reserved and other monies hereby promised
or secured at the time or times respectively appointed therefor, and it will observe
and perform or cause to be observed or performed all the covenants, terms,
provisos, stipulations and conditions herein contained on the part of the Tenant
to be observed and performed and that it will at all times indemnify, protect and
save harmless the Landlord from all loss, costs and damage occasioned by the
Tenant or for which the Tenant is otherwise howsoever responsible to the Landlord
in respect of this Lease. No indulgence shown by the Landlord in respect of any
default by the Tenant which may arise under this Lease and no extension or
extensions granted by the Landlord to the Tenant for payment of monies hereby
secured or for the doing, observing and performing of any covenant, agreement,
matter or thing herein contained to be done, observed or performed by the Tenant
nor any dealings between the Landlord and the Tenant or any other person(s)
shall in anywise modify, alter, vary or in anywise prejudice the Landlord or affect
the liability of the Guarantor in anywise under this covenant which shall continue
and be binding on the Guarantor as well after as before default and as well during
as after expiry of this Lease until the said monies are fully paid and satisfied.

23. SCHEDULES

The provisions of the following Schedules attached hereto
shall form part of this Lease as if the same were embodied herein:

Schedule "A"    -       Legal Description of Property
Schedule "B"    -       Outline of Leased Premises
Schedule "C"    -       Taxes Payable by Landlord and
                                Tenant
Schedule "D"    -       Services and Costs
Schedule "E"    -       Rules and Regulations
Schedule "F"    -       Leasehold Improvements
Schedule "G"    -       Option to Renew

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

The Corporate Seal of                                   )
CAREY HOLDINGS LTD.                                     )
was hereunto affixed in the presence of:                )
                                                                )
               /s/D. Elroy Fimrite                      )       c/s
by Signature -----------------------------------)
                                                                )
Title  Authorized Signatory and Director                )



The Corporate Seal of                                   )
LANDSTAR, INC.                                          )
was hereunto affixed in the presence of:                )       c/s
                                                                )
                   /s/ Michael C. Pinch         )

by Signature -----------------------------------) ) Title Authorized Signatory and Director )

SCHEDULE "A"

TO A LEASE AGREEMENT BETWEEN

CAREY HOLDINGS LTD.

-and-

LANDSTAR, INC.

DATED the 1st day of January A.D., 2000.

Parcel Identifier 000-171-433
Lot A, Section 24, Victoria District Plan 32638

MUNICIPALLY DESCRIBED AS

3795 CAREY ROAD

VICTORIA, BRITISH COLUMBIA

C-1

SCHEDULE "C"

Taxes Payable by Landlord and Tenant

1. TAXES

Tenant's Taxes

(a) The Tenant covenants to pay all Tenant's Taxes, as and when the same become due and payable. Where any Tenant's Taxes are payable by the Landlord to the relevant taxing authorities, the Tenant covenants to pay the amount thereof to the taxing authority after receiving notice thereof from the Landlord and on or prior to the due date.

(b) The Tenant covenants to pay their proportionate share of the amount of the Landlord's Taxes in each Fiscal Period to the Landlord in equal monthly payments commencing January 1 each year as provided herein.

(c) The Tenant covenants to pay to the Landlord their proportionate share of the reasonable costs and expenses (including legal and other professional fees and interest and penalties on deferred payments) incurred in good faith by the Landlord in contesting, resisting or appealing any of the Taxes.

Landlord's Taxes

(d) The Landlord covenants to pay all Landlord's Taxes in a timely manner subject to the payments on account of Landlord's Taxes required to be made by the Tenant elsewhere in this Lease. The Landlord may appeal any official assessment or the amount of any Taxes or other taxes based on such assessment and relating to the Property. In connection with any such appeal, the Landlord may defer payment of any Taxes or other taxes, as the case may be, payable by it to the extent permitted by law, and the Tenant shall co-operate with the Landlord and provide the Landlord with all relevant information reasonably required by the Landlord in connection with any such appeal.

Separate Allocation

(e) In the event that the Landlord is unable to obtain from the taxing authorities any separate allocation of Landlord's Taxes, Tenant's Taxes or assessment as required by the Landlord to make calculations of Additional Rent under this Lease, such allocation shall be made by the Landlord acting reasonably until receipt of allocation from taxing authorities.

C-2

Information

(f) Whenever requested by the Landlord, the Tenant shall deliver to it and furnish such other information in connection therewith as the Landlord may reasonably require.

Tax Adjustment

(g) If the Building has not been taxed as a completed and fully occupied Building for any Fiscal Period, the Landlord's Taxes will be determined as the amount actually paid by the Landlord, as verified by the tax bills.

2. DEFINITIONS

In this Lease:

(a) "Landlord's Taxes" shall mean the aggregate of all Taxes attributable to the Property or the Landlord in respect thereof and including any amounts imposed, assessed, levied or charged in substitution for or in lieu of any such Taxes, but excluding such taxes as capital gains taxes, corporate, income, profit or excess profit taxes to the extent that such taxes are not levied in lieu of any of the foregoing against the Property or the Landlord in respect thereof.

(b) "Taxes" shall mean all taxes, rates, duties, levies, fees, charges, local improvement rates, capital taxes, and assessments whatsoever including fees, rents and levies for air rights and encroachments on or over municipal property imposed, assessed, levied or charged by any school, municipal, regional, provincial, federal, parliamentary or other body, corporation, authority, agency or commission, provided that "Taxes" shall not include any special utility, levies, fees, charges imposed, assessed, levied or charged which are directly associated with initial construction of the Property.

(i) "Goods and Services Tax" - Despite any other section or clause of this Lease, the Tenant shall pay to the Landlord upon demand an amount equal to any and all Goods and Services Tax, it being the intention of the parties that the Landlord shall be fully reimbursed by the Tenant with respect to any and all Goods and Services Tax at the full tax rate applicable from time to time in respect of the Rent payable for the lease of the Premises pursuant to this Lease. The amount of the Goods and Services Tax so payable by the Tenant shall be calculated by the Landlord in accordance with the applicable legislation and shall be paid to the Landlord at the same time as the amounts to which such Goods and Services Tax apply and is payable to the Landlord under the terms of this Lease or upon demand at such other time or times as the Landlord from time to time determines. Despite any other section or clause in this Lease, the amount payable by the Tenant under this paragraph shall be deemed not to be Rent, but the Landlord shall have all of the same remedies for and rights of recovery of such amount as it has for recovery of Rent under this Lease.

C-3

(i) all Taxes (whether imposed upon the Landlord or the Tenant) attributable to the personal property, trade fixtures, business, income, occupancy or sales of the Tenant or any other occupant of the Leased Premises, and to any Leasehold Improvements or fixtures installed by or on behalf of the Tenant within the Leased Premises, and to the use by the Tenant or any of the Property; and

(ii) the amount by which taxes (whether imposed upon the Landlord or the Tenant) are increased above the Taxes which would have otherwise been payable as a result of the Leased Premises or the Tenant or any other occupant of the Leased Premises being taxed or assessed in support of separate schools; and

5. "Tenant's Proportionate Share" shall be determined on the basis of the percentage obtained from the calculation of the ratio which the floor area of the Leased Premises bears to the total rentable floor area of the Building. The floor area of the Leased Premises shall be as set forth in Schedule "B" hereto. All areas shall be calculated by the Landlord's land surveyor whose measurements shall be binding pursuant to the Building Owners and Managers Association (B.O.M.A.) of Vancouver, British Columbia, standard measurement procedures.

D-1

SCHEDULE "D"

SERVICES AND COSTS

1. The Landlord covenants with the Tenant:

(a) Interior Climate Control

To maintain in the Leased Premises conditions of
reasonable temperature and comfort in accordance with good standards
applicable to normal occupancy of premises for office purposes subject
to governmental regulations during hours to be determined by the Landlord
(but to be at least the hours from 8:00 a.m. to 6:00 p.m. from Monday to
Friday inclusive with the exception of holidays, Saturdays and Sundays),
such conditions to be maintained by means of a system for heating and
cooling, filtering and circulating air; the Landlord shall have no responsibility
for any inadequacy of performance of the said system if the occupancy of the
Leased Premises or the electrical power or other energy consumed on the
Leased Premises for all purposes exceeds reasonable amounts as determined
by the Landlord, or the Tenant installs partitions or other installations in locations
which interfere with the proper operation of the system of interior climate
control or if the window covering on exterior windows is not kept fully closed;

(b) Janitor Service

To provide janitor and cleaning service to the common areas
of the Building consisting of reasonable services in accordance with the
standards of similar office buildings;

To keep available the following facilities for use by the
Tenant and its employees and invitees in common with other persons entitled
thereto;

(i) passenger and freight elevator service to each floor upon which the Leased Premises are located provided that the Landlord may prescribe the hours during which and the procedures under which freight elevator service shall be available and may limit the number of elevators providing service outside normal business hours;

(ii) common stairways giving access to the Building and the Leased Premises, including such other areas from time to time which may be provided by the Landlord for common use and enjoyment within the Property;

D-2

2. ELECTRICITY

(a) the Landlord covenants with the Tenant to furnish electricity to the Leased Premises (except Leased Premises which have separate meters or shall be charges prorate by square footage where area meters exist) for normal office us for lighting and for office equipment capable of operating from the circuits available to the Leased Premises and standard to the Building during hours to be determined by the Landlord (but to be at least the hours from 8:00 a.m. to 6:00 p.m. from Monday to Friday inclusive with the exception of holidays, Saturdays and Sundays) and during such other hours that the Tenant elects at its sole cost and expense subject to governmental regulations;

(b) The amount of electricity consumed on the Leased Premises in excess of electricity required by the Tenant for normal office use shall be as determined by the Landlord acting reasonably or by a metering device installed by the Tenant at the Tenant's expense. The Tenant shall pay the Landlord for any such excess electricity on demand.

3. The Landlord shall maintain and keep in repair the facilities required for the provision of the interior climate control, elevator (if installed in the Building), and other services referred to in sub-paragraph
(a) and (c) of paragraph 1 and sub-paragraph (a) of paragraph 2 of this Schedule in accordance with the standards of office buildings similar to the Building, but reserves the right to stop the use of any of these facilities and the supply of the corresponding services when necessary by reason of accident or breakdown or during the making of repairs, alterations or improvements, in the reasonable judgment of the Landlord necessary or desirable to be made, until the repairs, alterations or improvements shall have been completed to the satisfaction of the Landlord.

4. ADDITIONAL SERVICES

(a) The Landlord may (but shall not be obliged) on request of the Tenant supply services or materials to the Leased Premises and the Property which are not provided for under this Lease and which are used by the Tenant (the "Additional Services") including, without limitation,

(i) replacement of tubes and ballasts;
(ii) carpet shampooing;
(iii) drapery cleaning;
(iv) locksmithing;
(v) removal of bulk garbage;
(vi) picture hanging;
(vii) special security arrangement; and
(viii) janitorial service to Demised Premises.

D-3

(b) When Additional Services are supplied or furnished by the Landlord, accounts therefor shall be rendered by the Landlord and shall be payable by the Tenant to the Landlord on demand. In the event the Landlord shall elect not to supply or furnish Additional Services, only persons with prior written approval by the Landlord (which approval shall not be unreasonably withheld) shall be permitted by the Landlord or the Tenant to supply or furnish Additional Services to the Tenant and the supplying and furnishing shall be subject to the reasonable rules fixed by the Landlord with which the Tenant undertakes to cause compliance and to comply.

5. OPERATING CHARGES PAYABLE

(a) The Tenant covenants to pay the Landlord the Tenant's Proportionate Share of the amount of the Operating Costs in each Fiscal Period;

(b) In this Lease, "Operating Costs" shall include all operating (but not capital) reasonable costs incurred or which will be incurred by the Landlord, determined in accordance with generally accepted accounting principles consistently applied, in the maintenance, operation, administration and management of the Property including without limitation:

(i) cost of heating, ventilating and air-conditioning;

(ii) cost of water and sewer charges;

(iii) cost of electricity, fuel or other forms of energy which are not separately metered and recovered or paid by tenants;

(iv) cost of insurance carried by the Landlord pursuant to paragraph 9(a) of this Lease except as otherwise provided therein;

(v) cost of building office expenses, including telephone, rent, stationery and supplies;

(vi) cost of all elevator maintenance and operation;

(vii) cost of operating staff, management staff and other administrative personnel, including salaries, wages, and fringe benefits;

(viii) cost of providing security;

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

(x) cost of supplies and materials;

D-4

(xi) cost of decoration of common areas;

(xii) cost of landscaping;

(xiii) cost of maintenance and operation of the parking area;

(xiv) cost of consulting engineering fees;

(xv) cost of replacements, additions and modifications unless otherwise included under Operating Costs under subparagraph (xvi), and cost of repair and;

(xvi) cost of each "Major Expenditure" (as hereinafter defined) as amortized over the period of the Landlord's reasonable estimate of the economic life of the Major Expenditure, but not to exceed fifteen years, using equal monthly installments of principal and interest at ten percent (10%) per annum compounded semi-annually, where "Major Expenditure" shall mean any single expenditure incurred during or subsequent to the Fiscal Period in which the Lease commences, for replacement of machinery, equipment, building elements, systems or facilities used in connection with the Property (or for modifications or additions to the Property), if one of the principal purposes of such modification or addition was to reduce energy consumption or Operating Costs or was required by governmental regulation, which expenditure is more than ten percent (10%) of the total Operating Costs for the previous Fiscal Period.

(c) Notwithstanding anything to the contrary contained in this Lease, in this Lease there shall be excluded from Operating Costs the following:

(i) interest on debt and capital retirement of debt;

(ii) such of the Operating Costs as are recovered from insurance proceeds;

(iii) costs as reasonably determined by the Landlord of acquiring tenants for the Property;

8. costs associated with structural repairs or defects in, or improper constitution of, the Heating, Ventilating and Air Conditioning Systems or the drainage or sewage system.

D-5

6. In this Lease, "Tenant's Proportionate Share" shall be determined on the basis of the percentage obtained from the calculation of the ratio which the floor area of the Leased Premises bears to the total rentable floor area of the Building. The floor area of the Leased Premises shall be as set forth in Schedule "B" hereto. All areas shall be calculated by the Landlord's land surveyor whose measurements shall be binding pursuant to the Building Owners and Managers Association
(B.O.M.A.) of Vancouver, British Columbia, standard measurement procedures. The proportionate share shall be subject to adjustment as determined solely by the Landlord and notified to the Tenant in writing for physical increases or decreases in the total rentable area of the Property provided that the total rentable area of the Property and the rentable area of the Leased Premises shall exclude areas designated (whether or not rented) for parking and for storage.

E-1

SCHEDULE "E"

RULES AND REGULATIONS

1. The sidewalks, entry passages, elevators (if any), common stairways shall not be obstructed by the Tenant or used for any other purpose than for ingress and egress to and from the Leased Premises. The Tenant will not place or allow to be placed in the Building corridors or public stairways any waste paper, dust, garbage, refuse or anything whatever.

2. The washroom plumbing fixtures and other water apparatus shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags, ashes or other substances shall be thrown therein. The expense of any damage resulting by misuse by the Tenant shall be borne by the Tenant.

3. The Tenant shall permit window cleaners to clean the windows of the Leased Premises during normal business hours, on notice from the Landlord.

4. No birds or animals shall be kept in or about the Property nor shall the Tenant operate or permit to be operated any musical or sound-producing instruments or device or make or permit any improper noise inside or outside the Leased Premises which may be heard outside such Leased Premises.

5. No one shall use the Leased Premises for residential purposes, or for the storage of personal effects or articles other than those required for business purposes without prior written approval of the Landlord, such approval not be unreasonably withheld or delayed.

6. All persons entering and leaving the Building at any time other than during normal business hours shall register in the books which may be kept by the Landlord at or near the night entrance and the Landlord will have the right to prevent any person from entering or leaving the Building or the Property unless provided with a key to the premises to which such person seeks entrance and a pass in a form to be approved by the Landlord. Any persons found in the Building at such times without such keys and passes may be subject to the surveillance of the employees and agents of the Landlord.

7. No dangerous or explosive materials shall be kept or permitted to be kept in the Leased Premises.

8. The Tenant shall not install or permit the installation or use of any machine dispensing goods for sale in the Leased Premises without the prior written approval of the

Landlord. Only persons authorized by the Landlord shall be permitted to
deliver or

E-2

to use the elevators for the purpose of delivering food or beverages
to the Leased Premises.

9. The Tenant shall not bring in or take out, position, construct, install or move any safe, business machine or other heavy office equipment without first obtaining the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed. In giving such consent, the Landlord shall have the right acting reasonably in its sole discretion, to prescribe the weight permitted and the position thereof, and the use and design of planks, skids or platforms to distribute the weight thereof. All damage done to the Building by moving or using any such heavy equipment or other office equipment or furniture shall be repaired at the expense of the Tenant. The moving of all heavy equipment or other office equipment or furniture shall occur only at times consented to by the Landlord, acting reasonably, and the persons employed to move the same in and out of the Building must be reasonably acceptable to the Landlord. Safes and other heavy office equipment will be moved through the halls and corridors only upon steel bearing plates. No freight or bulky matter of any description will be received into the Building or carried in the elevators (if installed in the Building) except during hours reasonably approved by the Landlord.

10. The Tenant shall give the Landlord prompt notice of any accident to or any defect in the plumbing, heating, air-conditioning, ventilating, mechanical or electrical apparatus or any other part of the Building.

11. Except as set forth in any specific parking agreement between the Landlord and Tenant, the parking of automobiles shall be subject to the reasonable charges or rates comparable with others and the reasonable regulations of the Landlord. The Landlord shall not be responsible for damage to or theft of any car, its accessories or contents whether the same be the result of gross negligence or willful acts or omissions.

12. The Tenant shall not mark, drill into or in any way deface the walls, ceilings, partitions, floors or other parts of the Leased Premises and the Building.

13. Except with the prior written consent of the Landlord, such consent not to be unreasonably withheld, no tenant shall use or engage any person or persons other than the janitor or janitorial contractor of the Landlord for the purpose of any cleaning of the Leased Premises.

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

15. The Tenant shall not place or cause to be placed any additional locks upon any doors of the Leased Premises without the approval of the Landlord, such consent not to .

E-3

be unreasonably withheld or delayed, and subject to any conditions
imposed by the Landlord. Additional keys may be obtained from the
Landlord at the cost of the Tenant

16. The Tenant shall keep the sun drapes (if any) in a closed position at all times. The Tenant shall not interfere with or obstruct any perimeter heating, air-conditioning or ventilating units.

17. The Tenant shall not conduct, and shall not permit, any canvassing in the Building.

18. The Tenant shall take care of the rugs and drapes (if any) in the Leased Premises and shall arrange for the carrying-out of regular spot cleaning and shampooing of carpets and dry cleaning of drapes in a manner acceptable to the Landlord.

19. Subject only to the provisions of paragraph 5 of Schedule "F", the Tenant shall not place or permit to be placed any sign, advertisement, notice or other display on any part of the exterior of the Leased Premises or elsewhere if such sign, advertisement, notice or other display is visible from outside the Leased Premises without the prior written consent of the Landlord which may be arbitrarily withheld except as provided herein. The Tenant, upon request of the Landlord, shall immediately remove any sign, advertisement, notice or other display which the Tenant has placed or permitted to be placed which, in the opinion of the Landlord, is objectionable, and if the Tenant shall fail to do so, the Landlord may remove the same at the expense of the Tenant.

20. The Landlord shall have the right to make such other and further reasonable rules and regulations and to alter the same as in its judgment may from time to time be needful for the safety, care, cleanliness and appearance of the Leased Premises and the Building and for the preservation of good order therein, and the same shall be kept and observed by the Tenant, their employees and servants. The Landlord also has the right, acting reasonably, to suspend or cancel any or all of these rules and regulations herein set out.

F-1

SCHEDULE "F"

Leasehold Improvements

1. Definition of Leasehold Improvements

For purposes of this Lease, the term "Leasehold Improvements"
includes, without limitation, all fixtures, improvements, installations,
alterations and additions from time to time made, erected or installed by
or on behalf of the Tenant, in the Leased Premises including all partitions,
doors 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 fixtures.

2. Installation of Improvements and Fixtures

The Landlord shall include in the Leased Premises the"Landlord's
Work" (as hereinafter defined). The Tenant shall not make, erect, install or
alter any Leasehold Improvements in the Leased Premises without having
requested and obtained the Landlord's prior written approval. The Landlord's
approval shall not, if given, under any circumstances be construed as consent
to the Landlord having its estate charged with the cost of the work. The
Landlord shall not unreasonably withhold or delay its approval to any such
request, but failure to comply with the Landlord's reasonable requirements from
time to time for the Building shall be considered sufficient reason for refusal.
In making, erecting, installing or altering any Leasehold Improvements the Tenant
shall not, without the prior written approval of the Landlord, not to be unreasonably
withheld or delayed, alter or interfere with any installations which have been made
by the Landlord or others and in no event shall alter or interfere with window
coverings (if any) or other light control devices (if any) installed in the Building.
The Tenant'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 thereof. If the Tenant requires
from the Landlord drawings or specifications of the Building in connection with
Leasehold Improvements, the Tenant shall pay the reasonable cost thereof to the
Landlord on demand. Any reasonable costs and expenses incurred by the
Landlord in connection with the Tenant's Leasehold Improvements shall be
paid by the Tenant to the Landlord on demand. All work to be performed in
the Leased Premises shall be performed by competent contractors and
sub-contractors of whom the Landlord shall have approved in writing prior
to commencement of any work, such approval not to be unreasonably
withheld or delayed (except that the Landlord may require that the Landlord's
contractors and sub-contractors be engaged for any mechanical or electrical work)
and by workmen who have labour union affiliations that are compatible
with those affiliations (if any) of workmen employed by the Landlord and its
contractors and sub-contractors. All such work including the delivery, storage
and removal of materials shall be subject

F-2

to the reasonable supervision of the Landlord, 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, and shall be completed
in good and workmanlike manner in accordance with the description of the
work approved by the Landlord and in accordance with all laws, regulations
and by-laws of all regulatory authorities. Copies of required building permits
or authorizations shall be obtained by the Tenant at its expense and copies
thereof shall be provided to the Landlord. No locks shall be installed on the
entrance doors or in any doors in the Leased Premises that are not keyed to
the Building master key system.

3. Liens and Encumbrances on Improvements and Fixtures

In connection with making, erection, installation or
alteration of Leasehold Improvements and all other work or installations
made by or for the Tenant in the Leased Premises, the Tenant shall comply
with all the provisions of the Builders' Lien and other similar statutes from
time to time applicable thereto (including any proviso requiring or enabling
the retention by way of holdback of portions of any sums payable) and except
as to any such holdback, shall promptly pay all accounts relating thereto.
Pursuant to the Builders' Lien Act, the Tenant is required to post a sign to
contractors, sub-contractors, material men and workers stating that the
Landlord will not be responsible for the Leasehold Improvements, such sign
to be posted in at least two (2) conspicuous places on the Leased Premises.
The Tenant will not create any mortgage conditional sale agreement or
other encumbrance in respect of its Leasehold Improvements nor without
the written consent of the Landlord which may be arbitrarily withheld with
respect to its trade fixtures nor shall the Tenant take any action as a
consequence of which any such mortgage conditional sale agreement or
other encumbrance would attach to the Property or any part thereof. If
and whenever any mechanics or other tradesman's work, labour, services
or materials supplied to or for the Tenant or for the cost of which the Tenant
may be in any way liable or claims therefor shall arise pursuant to which any
such mortgage conditional sale agreement or other encumbrance shall attach,
the Tenant shall within twenty (20) days after submission by the Landlord or
notice thereof procure the discharge thereof, including any certificate of action
registered in respect of any lien, by payment or giving security or in such
other manner as may be required or permitted by law and failing which the
Landlord may avail itself of any of its remedies hereunder for default of the
Tenant and may make any payments or take any steps or proceedings required
to procure the discharge of such debts or encumbrances and shall be entitled
to be repaid by the Tenant on demand for any such payments and to be paid
on demand by the Tenant for all costs and expenses in connection with steps
or proceedings taken by the Landlord and the Landlord's right to reimbursement
shall not be affected or imparted if the Tenant shall then, consequently establish
or claim that any lien or encumbrances discharges not within reason or the right
or subject to any attachment, service or defense. The Tenant agrees to indemnify
the Landlord from all claims, costs and expenses, which may be incurred by the
Landlord if

F-3

any proceedings brought by any person against the Landlord alone or
with another or others for or in respect of work, labour, services or materials
supplied to or for the Tenant.

4. Removal of Improvements and Fixtures

All Leasehold Improvements in or upon the Leased
Premises shall immediately upon their placement be and become the
Landlord's property without compensation therefor 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 Leased Premises either during or at the expiration or
sooner termination of the Term except that:

(a) the Tenant may, at the times appointed by the Landlord and subject to availability of elevators (if installed in the Building), remove its tenant or trade fixtures, 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.

(b) The Tenant shall, in the case of every removal; make good at the expense of the Tenant any damage caused to the Property 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 and the Tenant shall be liable to the Landlord for any expenses incurred by the Landlord.

5. For the purpose of this Lease,

(a) The term "Tenant's Work" shall mean all work required to be done to complete the Leased Premises for occupancy by the Tenant excluding the "Landlord's Work" (as hereinafter defined).

(b) No signs shall be erected on the Building or on the exterior of the Leased Premises without the prior written approval of the Landlord; such approval not to be unreasonably withheld. The Landlord shall provide a lobby directory and shall display the name of the Tenant thereon.

In respect of any pre-approved signage, the Tenant shall be
responsible for:
(i) all maintenance, repairs and replacements in order to keep the same in first class condition and appearance;

F-4

(ii) all damage caused by the same, in respect of which the Tenant hereby agrees to indemnify and save the Landlord harmless;

(iii) maintaining insurance in respect of the same as required by the Lease;

(iv) all taxes of any kind arising in respect of same; and

(v) all other responsibilities of any kind whatsoever relating to the same including the repair of any and all damage to the Building or Premises upon removal of such structures.

The Landlord shall have the right to require

the
Tenant to remove such signs, advertising   material, placards,
window
and door lettering,  erected, installed,  put up or displayed
by the Tenant

as shall not meet with the approval of the Landlord. All such signs shall
further be subject to the Municipality of Saanich by-laws governing
such matters as amended from time to time.

(d) The term "Building Standard" shall mean the specifications established by the Landlord for the building from time to time and as changed from time to time.

G-1

SCHEDULE "G"

OPTION TO RENEW

The Landlord covenants with the Tenant that if the
Tenant duly and regularly pays the Rent and any and all amounts required
to be paid pursuant to this Lease and performs each and every covenant,
proviso and agreement on the part of the Tenant to be paid, rendered,
observed and performed herein, the Landlord will at the expiration of the
then expiring term on written notice by the Tenant to the Landlord given
by the Tenant not less than six (6) months prior to the expiration of the
then expiring term grant to the Tenant one (1) further term of five years,
subject to the same covenants, provisions and agreements as herein
contained except any improvement allowance and the option for renewal
in this clause contained, which shall be negotiated at that time, and the
rental amount which shall be the then market rate, but not less than the
rent specified in Clause 3 (a) hereof. If no agreement can be reached on
the rental amount, then the rent shall be determined by arbitration in
accordance with the Arbitration Act of British Columbia.

Upon renewal and prior to commencement of the renewal term, the Tenant covenants and agrees to execute the Landlord's
standard renewal agreement.

INCORPORATED UNDER THE LAWS
OF THE STATE OF NEVADA

LANDSTAR, INC.
Common Stock

CUSIP 515097 10 3

NUMBER SHARES

THIS IS TO CERTIFY THAT

IS THE OWNER OF
fully paid and non-assessable shares of the common stock, $.001 par value of

LANDSTAR, INC.

(hereinafter called the "Corporation") transferable on the books of the Corporation in person or duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be subject to all the provisions of the Certificate of Incorporation and By-Laws of the Corporation and the amendments from time to time made thereto, copies of which are or will be on file at the principal office of the Corporation, to all of which the holder by acceptance hereof assents. This Certificate is not valid unless countersigned the Transfer agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

[SEAL]

/s/                             /s/
----------------------          ------------------------
SECRETARY                       PRESIDENT

The following abbreviations, when used in the inscription on the fact of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
Survivorship and not as tenants in common

UNIF GIFT MIN ACT - ......Custodian........
(Cust) (Minor) under Uniform Gifts to Minors Act.........................
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUR RECEIIVED,-------------------hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

----------------------------------------------------Shares of the stock on the books of the within named Corporation with full power of substitution in the premises.

Dated:
        -----------------------

        NOTICE:         X
                          ------------------------------------
                          The signature to this assignment must
                          correspond with the name as written
                          upon the face of the certificate in
                          every particular, without alteration
                          or enlargement or any change whatever.

Signature(s) Guaranteed

By:
   -------------------------------------------------

the signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program, pursuant to S.E.C. Rule 17AD-15.

Transfer Agent: Manhattan Transfer Registrar Co.
P.O. Box 361
Holbrook, New York 11741 (516)585-7341

MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT made this _____ day of _________, 199___.

BETWEEN:        REBOUND RUBBER CORPORATION
                600 - 3795 Carey Road
                Victoria, British Columbia
                V8Z 6T8

                (hereinafter referred to as "Rebound")

                OF THE FIRST PART


AND:            KENTUCKY FINANCIAL INC.
                5630 Batu Road
                Victoria, British Columbia
                V8Z 6K5

                (hereinafter referred to as the
                "Contractor")


                OF THE SECOND PART

WHEREAS Rebound Rubber Corporation has acquired certain technology rights which it intends to develop and promote in the North American market and eventually the world market and the Board of Directors has initiated a plan of action to evaluate business strategies and develop appropriate profitable business activities or associations, and pursuant thereto the Company requires the services of management personnel,

AND WHEREAS the Company is in an uncertain financial position and, consequently, is not empowered to make long term financial commitments,

THEREFORE, the parties hereto agree as follows:

1. Term:

This contract shall be on a month-to-month basis with a minimum period of operation of nine (9) months.

2. Commencement:

Commencement is April 1, 1998 (to be extended for a further one year if agreed by both parties)

3. Remuneration:

Remuneration shall be at the rate of $8,000.00 per month for each month the contract is activated (subject to review for the one year extension)

4. Payment Terms:

Payment shall not be required to be paid monthly but shall accrue as an obligation of Rebound to the Contractor. Payments will be made in such amounts and at such times that management deems appropriate relative to cash resources available or contemplated for the Company.

5. Conditions of Employment:

Rebound recognizes that the compensation herein may not be commensurate with normal industry standards pursuant to the qualifications and experience of the Contractor's designated personnel. Accordingly, Rebound agrees to consider additional remuneration from time to time pursuant to intensified activity periods and may compensate the Contractor or their designated personnel by way of stock options, bonuses or other incentive remuneration.

6. Position:

The Contractor shall supply on an equivalent to full time basis a designated executive employee to fulfill the position of Chief Executive Officer of the Company. Until such time and unless as agreed otherwise, the designated person pursuant to this contract shall be D. Elroy Fimrite. By mutual agreement, the Contractor and Rebound may change this designation, subject to approval of regulatory bodies as required.

7. Duties:

The Chief Executive Officer shall be responsible for:

- general management of the entire corporate entity;

- the development of a strategic posture, definition of corporate objectives and strategy for achievement thereof;

- review and revamping of corporate structure;

- interface with shareholders, other management and regulatory bodies;

- fund raising activities and corporate structuring to accommodate same.

IN WITNESS WHEREOF the parties hereto hereby agree to the above terms and conditions and have executed this Agreement on the day and year first written above.

REBOUND RUBBER CORP.

/s/MICHAEL PINCH                /s/ KEN MOWERS
--------------------            ----------------
Authorized Signatory            Witness

KENTUCKY FINANCIAL INC.

D.ELROY FIMRITE
-------------------- seal
Authorized Signatory

MANAGEMENT SERVICES AGREEMENT

ADDENDUM

WHEREAS Rebound Rubber Corporation (Rebound) has an agreement dated April 1, 1998 with Kentucky Financial Inc. ( the "Contractor") for the provision of management services and

WHEREAS Rebound and the Contractor wish to extend the agreement for an additional year to December 31, 1999 as provided in the agreement,

THEREFORE the parties agree as follows:

The term of the agreement will be one year commencing on January 1, 1999 and ending on December 31,1999.

Compensation shall be at the rate of $11,625.00 per month for the 12 month period.

All other terms and conditions will remain the same.

IN WITNESS WHEREOF the parties hereto hereby agree to the above terms and conditions and have executed this Agreement as at January 4, 1999.

REBOUND RUBBER CORP.

/s/ MICHAEL PINCH               /s/ MARILYN DUMONT
--------------------            ---------------------
Authorized Signatory            Witness

KENTUCKY FINANCIAL INC.

D.ELROY FIMRITE
-------------------- seal
Authorized Signatory

MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT made this _____ day of _________, 199___.

BETWEEN: REBOUND RUBBER CORPORATION

600 - 3795 Carey Road

Victoria, British Columbia
V8Z 6T8

(hereinafter referred to as "Rebound")

OF THE FIRST PART

AND:            SHINA INVESTMENTS LTD.
                P.O. Box 422,
                Brentwood Bay, British Columbia
                V8M 1R3
                        (hereinafter referred to as the "Contractor")

OF THE SECOND PART

WHEREAS Rebound Rubber Corporation has acquired certain technology rights which it intends to develop and promote in the North American market
and eventually the world market and the Board of Directors has initiated a
plan of action to evaluate business strategies and develop appropriate
profitable business activities or associations, and pursuant thereto the
Company requires the services of management personnel,

AND WHEREAS the Company is in an uncertain financial position and,
consequently, is not empowered to make long term financial commitments,

THEREFORE, the parties hereto agree as follows:

1. Term:

This contract shall be on a month-to-month basis with a minimum period of operation of nine (9) months.

2. Commencement:

Commencement is April 1, 1998 (to be extended for a further one year if agreed by both parties)

3. Compensation:

Compensation shall be at the rate of $6,000.00 per month for each month the contract is activated (subject to review for the one year extension)

4. Payment Terms:

5. Conditions of Employment:

6. Position:

The Contractor shall supply on an equivalent to full time basis a designated executive employee to fulfill the position of Chief Financial Officer of the Company. Until such time and unless as agreed otherwise, the designated person pursuant to this ontract shall be Michael Pinch. By mutual agreement, the Contractor and Rebound may change this designation, subject to approval of regulatory bodies as required.

7. Duties:

The Chief Financial Officer shall be responsible for:

- all financial and accounting records including preparation for audit;

- all statutory filings and remittances including the filing of Corporation Tax Returns and other information returns;

- financial projections, budgets and business plan preparation together with the Chief Executive Officer

- financial evaluation of target businesses or potential acquisitions or mergers;

- other financial, tax or corporate administrative duties.

IN WITNESS WHEREOF the parties hereto hereby agree to the above terms and conditions and have executed this Agreement on the day and year first written above.

REBOUND RUBBER CORP.

/s/ D. ELROY FIMRITE                    /s/ KEN MOWERS
-----------------------------           ---------------
Authorized Signatory                    Witness

SHINA INVESTMENTS LTD..

/s/ MICHAEL PINCH
-------------------------------------           seal
Authorized Signatory

MANAGEMENT SERVICES AGREEMENT
ADDENDUM

WHEREAS Rebound Rubber Corporation (Rebound) has an agreement dated April 1, 1998 with Shina Investments Ltd. ("the "Contractor") for the provision of management services and

WHEREAS Rebound and the Contractor wish to extend the agreeement for an additional year to December 31, 1999 as provided in the agreement,

THEREFORE the parties agree as follows:

1. The term of the agreement will be one year commencing on January 1, 1999 and ending on December 31, 1999.

2. Compensation shall be at the rate of $7,750.00 per month for the 12 month period.

3. All other terms and conditions will remain the same.

IN WITNESS WHEREOF the parties hereto agree to the above terms and conditions and have executed this Agreeement as at January 4, 1999.

REBOUND RUBBER CORP.

/s/ D.ELROY FIMRITE             /s/ MARILYN DUMONT
-------------------             -----------------------
Authorized Signatory            Witness

SHINA INVESTMENTS LTD.

/s/ MICHAEL C.  PINCH                   seal
---------------------------------------
Authorized Sigantory

THE TECHNOLOGY OF THE ACTIVATION AND
TRANSMUTATION OF RUBBER POWDER (INCLUDING ACTIVATORS AND MODIFIERS SYNTHETIC TECHNOLOGY), AND THE TECHNOLOGY OF RUBBER RENEWAL
(INCLUDING RENEWAL AGENTS SYNTHETIC TECHNOLOGY)

AGREEMENT ON THE TRANSFER OF TECHNOLOGICAL
ACHIEVEMENT

Party A: Guang Zhou Research Institute for Utilization of
Reclaimed Resources

Party B: Canadian Rebound Rubber Corp.

SUMMARY

Guang Zhou Research Institute for Utilization of Reclaimed Resources was approved for establishment by Guangzhou Municipal Registration Council at the end of 1979 as an all purpose people's enterprises unit. Its main scope of research is the renewal and utilization of waste organic macromolecular materials (such as waste rubber, waste plastics, waste chemical fibres), and multiple-utilization research and development, so as to broaden new resources for the nation and eliminate environmental pollution. With the last 10 or so years since the organization's establishment, supported by many, this institute has developed into a multi-disciplined, multi-operation joint research centre for waste macromolecular compounds and materials. It has unified its operations combining technology and commerce as one, enjoying certain influence domestically as a scientific research institute and is recognized nationally and internationally as having had outstanding achievements in the renewal and utilization of waste rubber.

The Canadian Rebound Rubber Corp. specializes in environmental protection technology research and development, "three wastes" multiple utilization technology development, high engineering, construction and other trades.

Parties A and B, on the basis of equality, mutual benefit, and sincere and friendly joint cooperation, make the following terms and conditions to be jointly observed.

TERMS AND CONDITIONS

ONE, Party A's Responsibilities

1. Party A provides to Party B the research achievements of the four technologies: the technology concerning the activation and transmutation of rubber, activators and modifiers synthetic technology, emulsified rubber renewal technology, and renewal agents synthetic technology for Party B's sue for production purposes. Party A guarantees that the quantity and the quality of activated and transmutated rubber powder meet the nation's "Eight Five" technology task force's requirements and the quality and quantity of the renewed rubber meet the prescribed standards indicated by the technology assurance manual. (for detailed measurement indicators see attached technology assurance manual).
2. Party A will provide to Party B production line technological processes, model names and model numbers of major equipment and apparatuses, major manufacturers, and is responsible for equipment installation and production adjustment trials.
3. Party A will provide training and testing of key technology staff and quality assurance staff, without additional payment for such training. However, trainees shall be responsible for own travel, food and lodging expenses.
4. In order to protect the economic interest of Party B subsequent to its agreement to the technological achievements transfer, Party A will not within the production territory of Party B transfer or assign related technological achievements.

TWO, Party B's Responsibilities

1. Party B provides to Party A a transfer fee for the achievements of the four technologies: US $500,000 (US $100,000 for the technology of the activation and transmutation of rubber powder, US $250,000 for activators and modifiers synthetic technology, US $50,000 for rubber renewal technology, and US $100,000 for renewal agents synthetic technology). Upon the Contract taking effect when executed and sealed, payment shall be made to the account of Party A by three installments, the first payment, the sum of US $170,000, before April 13, 1997, the second payment, the sum of US $170,000, before July 13, 1997 and the third payment of US $160,000 before October 13, 1997.
2. Party B is responsible for constructing plant, plant facilities and acquisition of specialized equipment, apparatuses management, technological staff and production workers.
3. During Party B's construction and trial productions, engineering technologists sent by Party A to assist Party B during these processes shall have their travel, food and lodging expenses covered by Party B.
4. Party B shall only have the right to utilize the four technologies: the technology of the activation and transmutation of rubber powder, activators and modifiers synthetic technology, rubber renewal technology and renewal agent synthetic technology and may not assign or transfer such technology.

THREE

Upon signing, sealing and giving effect to the Agreement, Parties A and B shall strictly comply with each and every term of the Agreement. Party which contravenes the same shall compensate the other forall economic losses.

FOUR

This Agreement shall be in four copies

(four in Chinese and four in English).
Parties A and B shall retain two copies in Chinese and two copies in English.

FIVE

The Chinese copy shall prevail as the

standard for this Agreement.

Party A: Guang Zhou Research Institute for Utilization of Reclaimed Resources.

/s/ LI XING RU
------------------------------------------              seal
Authorized Signatory

Party B: Canadian Rebound Rubber Corp.

/s/ D. ELROY FIMRITE
-------------------------------
Authorized Sigantory

seal

/s/ MICHAEL PINCH
------------------------------
Authorized Signatory
                                                March 12, 1997

THE TECHNOLOGY OF THE ACTIVATION AND

TRANSMUTATION OF RUBBERPOWDER (INCLUDING ACTIVATORS AND MODIFIERS SYNTHETIC-TECHNOLOGY), AND THE TECHNOLOGY OF RUBBER RENEWAL (INCLUDING RENEWAL AGENTS SYNTHETIC TECHNOLOGY)

AGREEMENT ON THE TRANSFER OF TECHNOLOGICAL
ACHIEVEMENT

Party A: Guang Zhou Research Institute
for Utilization of Reclaimed
Resources

Party B: Canadian Rebound Rubber Corp.

SUMMARY

Parties A and B, on the basis of equality, mutual benefit, and sincere and friendly joint cooperation, make the following terms and conditions to be jointly observed.

TERMS AND CONDITIONS

ONE, Party A's Responsibilities

Party A provides to Party B the research achievements of the four technologies: the technology concerning the activation and transmutation of rubber, activators and modifiers synthetic technology, emulsified rubber renewal technology, and renewal agents synthetic technology for Party B's sue for production purposes. Party A guarantees that the quantity and the quality of activated and transmutated rubber powder meet the nation's "Eight Five" technology task force's requirements and the quality and quantity of the renewed rubber meet the prescribed standards indicated by the technology assurance manual. (for detailed measurement indicators see attached technology assurance manual).
Party A will provide to Party B production line technological processes, model names and model numbers of major equipment and apparatuses, major manufacturers, and is responsible for equipment installation and production adjustment trials.
Party A will provide training and testing of key technology staff and quality assurance staff, without additional payment for such training. However, trainees shall be responsible for own travel, food and lodging expenses.
In order to protect the economic interest of Party B subsequent to its agreement to the technological achievements transfer, Party A will not within the production territory of Party B transfer or assign related technological achievements.

TWO, Party B's Responsibilities

Party B provides to Party A a transfer fee for the achievements of the four technologies: US $500,000 (US $100,000 for the technology of the activation and transmutation of rubber powder, US $250,000 for activators and modifiers synthetic technology, US $50,000 for rubber renewal technology, and US $100,000 for renewal agents synthetic technology). Upon the Contract taking effect when executed and sealed, payment shall be made to the account of Party A by three installments, the first payment, the sum of US $170,000, before April 13, 1997, the second payment, the sum of US $170,000, before July 13, 1997 and the third payment of US $160,000 before October 13, 1997.
Party B is responsible for constructing plant, plant facilities and acquisition of specialized equipment, apparatuses management, technological staff and production workers.
During Party B's construction and trial productions, engineering technologists sent by Party A to assist Party B during these processes shall have their travel, food and lodging expenses covered by Party B. Party B shall only have the right to utilize the four technologies: the technology of the activation and transmutation of rubber powder, activators and modifiers synthetic technology, rubber renewal technology and renewal agent synthetic technology and may not assign or transfer such technology.

THREE

FOUR

This Agreement shall be in four copies

(four in Chinese and four in English).
Parties A and B shall retain two copies in Chinese and two copies in English.

FIVE

The Chinese copy shall prevail as the

standard for this Agreement.

Party A: Guang Zhou Research Institute for Utilizatin of Reclaimed Resources.

/s/ LI XING-RU
--------------------
Authorized Signatory

Party B: Canadian Rebound Rubber Corp.

/s/D.ELROY FIMRITE
-------------------
Authorized Sigantory

                                March 12, 1997

EMPLOYING COURSE GRAINED (10-28 MESH) WASTE
VULCANIZED RUBBER FOR THE MANUFACTURE OF
HIGH PERFORMANCE DESULPHURIZED AND MODIFIED RUBBER

AGREEMENT ON THE TRANSFER OF TECHNOLOGICAL
ACHIEVEMENT

Party A: Guangzhou Research Institute

for Utilization of Reclaimed Resources

Party B: Canadian Rebound Rubber Corp.

Chinese Guangzhou Research Institute for Utilization of Reclaimed Resourced, legally registered in China, is a research centre for the renewal and utilization of discarded and waste resources responsible for, on national, provincial as well as municipal levels, undertakings respect the renewal and utilization of discarded waste resources. This institute, having achieved excellent results in the technology concerning the activation and transmutation of rubber powder and synthetic technology concerning activators and modifiers, has received numerous national-level innovation and technology awards and is recognized nationally and internationally for its leading achievements.

The Canadian Rebound Rubber Corp. specializes in environmental protection technology research and development, "three wastes" multiple-utilization technology, environmental protection engineering design, construction and other trades.

Parties A and B, having reached the following understanding pursuant to friendly consultation conducted in Guangzhou, make terms and conditions listed below to be jointly observed.

EXECUTIVE SUMMARY

Party A, during the implementation period of the nation's "Seven Five" policy (1985-1990, i.e. China's 7th Five-Year plan. Note: the following "Eight Five", "Nine Five" refer to , respectively, the 8th and the 9th Five-Year Plan until the year 2000) conducted research in low-temperature reclamation of waste vulcanized rubber (80-100 degrees C) and headed into production, having also during the "Nine Five" period accepted the undertaking to experimentally manufacture high performance desulphurized and modified rubber employing course grained (10-28 mesh) waste vulcanized rubber (breaking strength not less than 13 Mpa, rate of elongation ranging between 300-400%).

After nearly two yeas of scientific and technological task force problem solving, and after having attained successful results both in the laboratory and during the projected transitional production trials at 300 tons per year capacity level, in order to provide, for future large-scaled production, stable technological parameters, formulated technological processes and facilities and as well to provide for more transitional phased product for practical applications and tests by tire production factories, it is now necessary to perfect the existing equipment, instruments and apparatuses etc. at the transitional test factories for desulphurized and modified rubber, and increase the transitional production volume to a capacity of 500 ton per year.

Due to insufficient funding for experiment for the transitional phased experimental undertakings, Party A has been unable to fulfill its duty to complete the testings according to schedule. As a result, Party A intends to, at 1/3 anticipated sale proceed on the future transfer of this item (appraised by the state to be US $1,200,000) sell to Party A in advance, so as to be able to secure partial funding, complete these transitional testings in conjunction with Party B and attain satisfactory scientific and technological achievement at an early date.

Having gained an understanding and especially during the period from the end of January, 1997 to early February, through numerous communication, consultations and site inspections, Party B is aware of the advanced technological processes involved in the manufacture of desulphurized and modified rubber utilizing coarse grained (10-28 mesh) waste vulcanized rubber, and is aware of the product - the superiority of the quality of desulphurized and modified rubber is unsurpassed by any renewed rubber of any kind made by any method in the world today. This technology may be considered at present a major breakthrough in the renewal technology of waste rubber. Party B is willing to purchase, in advance, the right to the achievements of this item so as to assist tin this technology attaining successful testings at an early date, and for the purpose of applying these results for its production purposes.

TERMS AND CONDITIONS

ONE, Party A's Responsibilities

1. Party A assisted by Party B , shall strive to attain achievements of the technology for desulphurized and modified rubber within 1 to 1 1/2 years.

2. Party A shall provide to Party B the entire technology package of employing course grained (10-28 mesh) waste vulcanized rubber in the manufacture of desulphurized and modified rubber (technological processes for desulphurized and modified rubber, product inspection and assurance guidelines).

3. Party A shall provide to Party B advanced technical instructions on the construction of a sesulphurized and modified rubber factory, technological processes and series of other advanced technological guidance.

4. Party A is responsible for training of Party B's desulphurized and modified rubber production technical staff (Party B's staff are responsible for own transportation, food and lodging). Parties A and B welcomed to exchange technical personnel to visit each other for joint research and development.

TWO, Party B's Responsibilities

1. Party B, in order to ensure that Party A attain the desulphurized and modified rubber technological achievements at an early date and in order that it may itself be able to utilize the technological results of this item, shall make advance payment for the technology transfer in the sum of US $400,000, to be paid in full by three installments. First payment, payable before April 13, 1997, the sum of US $140,000, the second payment, payable before July 13, 1997, the sum of US $130,000, and the third payment, payable before October 13, 1997, the balance of US $130,000.

2. Party B only has the right to utilize the achievements of the desulphurized and modified rubber technology and has no right to assign to any unit or individual any right to such technological achievements.

3. No participating member of the technical staff of Parties A and B of this research project may disclose any information or particulars respecting the research of this technology or with regard to progress therein.

4. During construction of the plant and during production period of desulphurized and modified rubber, Party B, when requiring Party A to provide technical assistance, shall pay for all travel, food and lodging costs of such assisting members of Party A.

THREE

Should any party, during the implementation period, determine that any of the above terms and conditions require corrections or amendment, such corrections or amendment must be approved by Party A and Party B in advance.

FOUR

Upon this Agreement taking effect after signing and sealing, both Parties A and B must strictly adhere to each of the terms and conditions. Party which contravenes this Agreement shall compensate the other for all economic losses.

FIVE

This Agreement shall be in four copies (four in Chinese and four in English). Parties A and B shall retain two copies in Chinese and two copies in English.

SIX

The Chinese copy shall prevail as the standard

for this Agreement.

Party A: Guangzhou Research Institute for Utilization of Reclaimed Resources.

/s/LI XING RU
--------------------            seal
Authorized Signatory

Party B: Canadian Rebound Rubber Corp.

/s/D.ELROY FIMRITE
--------------------            seal
Authorized Sigantory


/s/MICHAEL PINCH
---------------------           seal
Authorized Sigantory

                                                                                                                                March 12, 1997

LETTER OF APPOINTMENT

Party A: Guang Zhou Research Institute
for Utilization of Reclaimed
Resources

Party B: Canadian Rebound Rubber Corp.

Chinese Guang Zhou Research Institute for Utilization of Reclaimed Resources, legally registered in China, is a research centre for the renewal and utilization of discarded and waste resources responsible for, on national, provincial as well as municipal levels, undertakings respect the renewal and utilization of discarded and waste resources. This institute, recognized nationally and internationally, has had outstanding technological achievements in the renewal of waste vulcanized rubber, has bred leading high tech talents in this particular field, and commands authority within the domestic and international academic circles.

Parties A and B, pursuant to friendly consultation conducted in Guangzhou in March, 1997, reached and understanding. As early as possible, utilizing their respective technological advantages both parties shall promote the applications of Party A's technological achievements in the area outside China, convert the same into production power, generate wealth for mankind and in accordance with the same, make the following terms and conditions to be jointly observed.

ONE

Party A appoints Party B to promote, in the market outside China, the applications of its two national level technological achievements namely, the technology concerning the activation and transmutation of rubber powder and rubber renewal technology, and the resulting economic benefits shall be shared 70% by Party A and 30% by Party B.

TWO

Should Party A be able to, with the assistance of Party B, successfully develop technology "employing coarse grained (10-28 mesh) waste vulcanized rubber for the manufacture of desulphurized and modified rubber", then the related technological achievements shall be assigned to Party B for promotion in the area outside China and all resulting economic benefits derived shall be shared 60% by Party A and 40% by Party B.

THREE

If, in spite of the assistance of Party B and despite of its best efforts, Party A is unable to successfully develop the technology "employing coarse grained (10-28 mesh) waste vulcanized rubber in the manufacture of desulphurized and modified rubber", and there is shortage of funding, Party B shall provide additional financial assistance in order to secure success. Division of economic benefits derived subsequently therefrom shall be separately determined by further consultation.

FOUR

During the appointment of Party B by Party A, should Party A reach new findings with regard to the utilizations of reclaimed rubber, similarly Party B may proceed in the area outside China to promote applications thereof and the resulting economic benefits shall be determined by further consultation.

FIVE

All rights and title to the above technologies are the property of Party A. Should Party B during its promotion of Party A's technological achievements in the area outside China, encounter practical application problems Party A shall be responsible for providing problem resolutions, however, travel, food, and lodging expenses of Party A's technical staff sent abroad shall be the responsibility of Party B.

SIX

This agreement shall be in four copies (four in Chinese and four in English language). Both parties shall retain two copies in Chinese and two in English.

SEVEN

The Chinese copy shall prevail as the standard for this agreement.

Party A: Guang Zhou Research Institute for Utilization of Reclaimed Resources

/s/LI XING RU
--------------------            seal
Authorized Signatory

Party B: Canadian Rebound Rubber Corp.

/s/ D. ELROY FIMRITE
--------------------            seal
Authorized Signatory



                                March 12, 1997

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is dated for reference the 31st day of December, 1998 but actually entered into the 28th day of December, 1998.

BETWEEN:

LANDSTAR, INC., a company duly incorporated under the laws of Nevada, and having an office located at 5505 N. Indian Trail, Tucson, Arizona 85750

(hereinafter called the "Purchaser")

OF THE FIRST PART

AND:

REBOUND RUBBER CORP., a corporation duly incorporated pursuant to the laws of the Province of Alberta and having an office located at 600 - 3795 Carey Rd., Victoria, British Columbia;

(hereinafter called the "Company")

OF THE SECOND PART

AND:

ALL OF THE SHAREHOLDERS OF REBOUND RUBBER CORP., as listed
in Schedule "A" hereto,

(hereinafter called the "Vendors")

OF THE THIRD PART

WHEREAS:

A. The Vendors are the beneficial and recorded owners of all the shares issued and outstanding in the capital of the Company (collectively referred to as the "Shares");

B. The Company is involved with the development of a proprietary technology for the reactivation of rubber (the "Technology") and has obtained certain exclusive rights to the use and development of the Technology.

C. The Purchaser is desirous of furthering the development efforts of the Company to implement the commercial application of the technology and in providing the necessary funding to complete such project;

D. Based upon the representations and warranties set forth herein, the Purchaser has agreed to purchase from the Vendors, on the terms and conditions set forth herein, the Shares in consideration of the allotment and issuance of fully paid and non-assessable common shares without par value in the capital of the Purchaser (the "Payment Shares") as herein provided for;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of these premises and of the respective warranties, representations, covenants and agreements contained herein, the parties hereto covenant and agree as follows:

ARTICLE 1

INTERPRETATION AND DEFINITIONS

1.1 Definitions

For all purposes of this Agreement:

(a) "Closing Date" means the date of the Closing referred to in Article 6.1 hereof;

(b) "Commission" means the Securities and Exchange Commission of the United States or the ASEC@;

(d) "Exchange" means the NASDAQ Over-the-Counter Bulletin Board quote system;

(e) "Purchase Price" means, in the aggregate, the issuance of the Payment Shares;

(f) "Payment Shares" means, in the aggregate, 14,724,100 common shares without par value in the capital of the Purchaser, or such lesser number of shares as the Regulatory Authorities may approve and as are agreed to by the parties hereto, to be allotted and issued to the Vendors in exchange for the Purchased Shares at a deemed price of Twenty Five cents ($0.25) per share in accordance with Schedule "A" hereto;

(g) "Purchased Shares" means in relation to the Vendors, One Hundred percent (100%) of the Shares registered to and/or beneficially owned by the Vendors (see Schedule "A");

(h) "Purchaser" means Landstar, Inc.

(i) "Regulatory Authorities" means the Exchange, Commission, and the Superintendent of Brokers;

(j) "Securities Act" means the Securities Act of 1933 and the rules promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934 and the Rules promulgated under the Securities Exchange Act of 1934;

(k) "Shares" means all, and not less than all, of the issued and outstanding shares in the capital of the Company being FOURTEEN MILLION SEVEN HUNDRED and TWENTY FOUR THOUSAND ONE HUNDRED (14,724,100) common shares without par value and any shares of the Company which may result as a consequence of the conversion of any outstanding convertible debt security instruments or otherwise;

(l) "Vendors" means all of the shareholders of the Company and "Vendor" means any one of them.

1.2 Interpretation

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) "this Agreement" means this Agreement and all Schedules attached hereto;

(b) any reference in this Agreement to a designated "Article", "Section", "Schedule" or other subdivision refers to the designated Article, Section, Schedule or other subdivision of this Agreement;

(c) the words "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement;

(d) the word "including", when following any general statement term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such work or to similar items or matters, whether or not non-limited language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter;

(e) any reference to a statute includes and, unless otherwise specified herein, is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulation; and

(f) words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa.

1.3 Schedules

The following are the Schedules to this Agreement, and are incorporated herein by reference:

Schedule "A": List of Vendors, Purchased Shares and Payment Shares

ARTICLE 2

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE COMPANY AND VENDORS

2.1 Representations and Warranties

The Vendors and the Company represent and warrant to the Purchaser, as continuing representations and warranties which are true and correct on the date hereof or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereto, then such representation and warranty shall be true and correct on such date, and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, that to the best of their knowledge, information and belief:

(a) the Company is duly incorporated, validly existing and in good standing under the laws of the Alberta, Canada and in each other jurisdiction in which it carries on business or holds assets and has the necessary corporate capacity to carry on the business which it now carries on in such jurisdiction and to hold the assets which it now holds;

(b) the authorized capital of the Company consists of 100,000,000 common shares without par value, of which a total of 14,724,100 Common shares have been validly issued and are outstanding and are fully paid and non-assessable;

(c) other than as previously disclosed and as set out in the financial statements and the record book of the Company no person or company has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to require the Company to issue any shares in its capital or to convert any securities of the Company or of any other company into shares in its capital;

(d) the Vendors are the beneficial and recorded owners of all of the issued shares in the authorized capital of the Company which Shares are free and clear of any actual, pending, or threatened liens, charges, claims, options, set-offs, encumbrances, voting agreements, voting trusts, escrow restrictions or other limitations or restrictions of any nature whatsoever except as expressly disclosed herein; each of the Shares has been validly issued and is outstanding and fully paid and non-assessable, no person or company, has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of such

Shares;

(e)     the Directors of the Company are as follows:

Name                                    Office
-------------                   -----------------
D. Elroy Fimrite                        Director/President
Glenn Rozon                     Director
Dr. F. Kui Lim Lu                       Director

(f) the corporate records of the Company, as required to be maintained by the Company under its act of incorporation, are accurate, complete and up-to-date in all material respects and all material transactions of the Company have been promptly and properly recorded in its books or filed with its records;

(g) the Company does not have any liability, due or accruing, contingent or absolute, and is not directly or indirectly subject to any guarantee, indemnity or other contingent or indirect obligation with respect to the obligation of any other person or company, other than as previously disclosed to the Purchaser;

(h) the Company has good and marketable title to all of its assets and such assets are free and clear of any encumbrances, financial or otherwise; other than as previously disclosed to the Purchaser;

(i) the Company holds all permits, licenses, consents and authorities issued by any government or governmental authority which are necessary in connection with the operation of its business and the ownership of its properties and assets;

(j) the Company has filed all necessary tax returns in all jurisdictions required to be filed by the Company, all returns affecting workers' compensation with the appropriate agency, corporation capital tax returns, if required, and any other material reports and information required to be filed by the Company with any governmental authority; the Company has paid all income, sales and capital taxes payable by it; the Company has withheld and remitted to tax collection authorities such taxes as are required by law to be withheld and remitted; the Company has paid all installments of corporate taxes due and payable, and there is not presently outstanding any notice of re-assessment from any applicable tax collecting authority;

(k) the Company has not declared or paid any dividends of any kind or declared or made any other distributions of any kind whatsoever including, without limitation, by way of redemption, repurchase or reduction of its authorized capital;

(l) there exists no material adverse condition with respect to the financial condition and position of the Company and no damage, loss destruction or other change in circumstances materially affecting the business, property or assets of the Company or its right or capacity to carry on business since the date of the letter of intent;

(m) the Company has not engaged in any transaction or made any disbursement or assumed or incurred any liability or obligation or made any commitment, including, without limitation, any forward purchase commitment or similar obligation, to make any expenditure which would materially affect its operations, property, assets or financial condition except any commitments incurred in the course of its normal and ordinary day to day business;

(n) the Company has not purchased, leased or acquired, or agreed to purchase, lease or acquire, any additional property or assets and has not sold, transferred, disposed, mortgaged, pledged, charged, leased or otherwise encumbered, or agreed to sell, transfer, dispose of, mortgage, pledge, charge, lease or otherwise encumber, any of its property or assets other than those acquired by it, or sold, disposed of or encumbered by it in the course of its normal and ordinary day to day business;

(o) the Company has not waived or surrendered any right of substantial value and has not made any gift of money or of any of its property or assets;

(p) the Company has carried on its business in the normal course;

(q) the Company does not have outstanding any material continuing contractual obligations whatsoever relating to or affecting the conduct of its business or any of its property or assets or for the purchase, sale or leasing of any property other than those contracts entered into by it in the course of its normal and ordinary day to day business;

(r) except as previously disclosed, there are no management contracts or consulting contracts to which the Company is a party or by which it is bound other than as provided for herein, no amount is payable or has been agreed to be paid by the Company to any persons as remuneration, pension, bonus, share of profits or other similar benefit and no director, officer or member, or former director, officer or member, of the Company, nor any associate or affiliate of any such person, has any claim of any nature against, or is indebted to, the Company;

(s) the Company is not in default under or in breach of, or would, after notice or lapse of time or both, be in default under any contract, agreement, indenture or other instrument to which it is a party or by which it is bound nor will the consummation of the transactions contemplated hereby conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the property or assets of the Company under its constating documents, any contract, agreement indenture or other instrument to which it is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority, and all such contracts, agreements, indentures, or other instruments are in good standing and the Company is entitled to all benefits thereunder;

(t) the Vendors have the full and absolute right, power and authority to enter into this Agreement on the terms and subject to the conditions herein set forth, to carry out the transactions contemplated hereby and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser;

(u) the Vendors have no information or knowledge of any facts pertaining to the Company which, if known to the Purchaser, might reasonably be expected to deter the Purchaser from completing the transactions contemplated hereby;

(v) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser, at law or in equity, before or by any Court, administrative agency or any governmental authority;

(w) that no change will occur in the constating documents or Articles of the Company from the date hereof to the Closing Date; and

2.2 Covenants of Vendors

The Vendors covenant and agree with the Purchaser that:

(a) the Vendors will cause the Company to take all actions required under its constating documents to approve the transfer of the Shares by the Vendors to the Purchaser as contemplated by this Agreement;

(b) the Vendors will cause the Company, at all reasonable times prior to the Closing Date, to provide the Purchaser with full access to such records of the Company and to furnish the Purchaser with such information with respect thereto and with respect to any other matters pertaining to the Company as the Purchaser may reasonably require; provided that any information which the Purchaser and its directors and officers has received pursuant to this subparagraph is confidential and will not be released to any other party or parties nor will it be used by the Purchaser or its directors or officers for their own benefit without the permission of the Vendors. Without limiting the generality of the foregoing, the Vendors agree to provide certified true copies of all material contracts which remain in effect as of the date of this Agreement or which are to take effect after the date of this Agreement;

(c) the Vendor and the Company will, both before and after the Closing Date, execute and do all such further deeds, acts, things and assurances as may be required in the reasonable opinion of the Purchaser's counsel for more perfectly consummating the transactions contemplated herein and will use their best efforts to ensure a smooth transition of control and management of the Company to the Purchaser;

2.3 Covenants of the Company

The Company covenants and agrees with the Purchaser that it will not, prior to the Closing Date, except with the prior written consent of the Purchaser:

(a) make any employment contracts or other arrangements with any officers, agents, servants or employees of the Company;

(b) make or assume any commitment, obligation or liability which is outside of the usual and ordinary course of the business of the Company and for the purpose of carrying on the same, but the Company will operate its properties and carry on its business as heretofore and will maintain all of its properties, rights and assets in good order and repair;

(d) create or assume any indebtedness other than in the ordinary course of business or guarantee the obligations of any third party; or

(e) sell or otherwise in any way alienate or dispose of or encumber any of its assets.

2.4 Accuracy

The Company and the Vendors, jointly and severally, warrant and represent that to the best of their knowledge, information and belief, all of the representations, warranties and covenants made by the Company and the Vendors in Article 2.1 are true and correct as such apply to the Company.

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

3.1 Purchaser's Representations and Warranties

The Purchaser represents and warrants to the Vendors, and each of them as continuing representations and warranties which are true and correct on the date hereof or, if any such representation and warranty is expressed to be made and given in respect of a particular date other than the date hereof, then such representation and warranty shall be true and correct on such date, and all representations and warranties herein shall be true and correct on each day thereafter to and including the Closing Date with the same effect as if made and given on and as of each such day, that:

(a) the Purchaser is a company duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the necessary corporate capacity and is fully qualified in the State of Nevada and each other jurisdiction in which it carries on business or holds assets to carry on the business which it now carries on and to hold the assets which it now holds;

(b) as of the date of the Closing of this Agreement, the authorized capital of the Purchaser will consist of 100,000,000 common shares without par value, of which 2,600,000 shares will have been validly issued and will be outstanding as fully paid and non-assessable subject always to Article 3.1(c) hereof;

(c) other than as previously disclosed no person or company has or will have any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option:

i) to require the Purchaser to issue any share in its capital or to convert any securities of the Purchaser of any other company into shares in its capital;

ii) for the issue or allotment of any of its authorized but unissued Purchaser's Common Shares; or

iii) to require the Purchaser to purchase, redeem or otherwise acquire any of its issued and outstanding Purchaser's common shares; other than as provided hereafter:

a) 14,724,100 shares to be issued pursuant to this Agreement;

b) 950,000 shares to be issued pursuant to finder=s fees to be paid in connection with the transaction contemplated hereby; and

c) 6,000,000 shares to be allocated for issuance to holders of convertible securities in the capital of the Company.

(d) the directors and officers of the Purchaser as of the date hereof are as follows:

Name                                            Position
--------------                          -------------------
Robyn Durling                           President/Director
Michael Rogge                           Director

(e) the Purchaser holds all permits, licenses, consents and authorities issued by any government or governmental authority which are necessary in connection with the operation of its business and of the ownership of its business and of the ownership of its properties and assets;

(f) the Purchaser has filed all necessary federal and State tax returns and any other reports and information required to be filed by the Purchaser with any governmental authority; the Purchaser has paid all federal, State and foreign income, sales and capital taxes payable by it; the Purchaser has withheld and remitted the appropriate taxes to the Internal Revenue Service; the Purchaser has paid all installments of corporate taxes due and payable, and there is not presently outstanding any notice of re-assessment from the Internal Revenue Service or any applicable tax collecting authority;

(g) the Purchaser has not declared or paid any dividends of any kind nor declared nor made any other distributions or any kind whatsoever including, without limitation, by way of redemption or repurchase of the Purchaser's Common Shares or reduction of capital;

(h) there has been no material adverse change in the financial condition and position of the Purchaser and no damage, loss destruction or other change in circumstances materially affecting the business, property or assets of the Purchaser or its right or capacity to carry on business since the date of the Financial Statements of the Purchaser;

(i) the Purchaser has not engaged in any transaction or made any disbursement or assumed or incurred any liability or obligation or made any commitment, including, without limitation, any forward purchase commitment or similar obligation, to make any expenditure which would materially adversely affect its operations, property; assets or financial condition;

(j) the Purchaser has not purchased, leased or acquired or agreed to purchase, lease or acquire, any additional property or assets and has not sold, transferred, disposed, mortgaged, pledged, charged, leased or otherwise encumbered, or agreed to sell, transfer, dispose of, mortgage, pledge, charge, lease or otherwise encumber, any of its property or assets other than those acquired by it or sold, disposed of or encumbered by it in the course of its normal and ordinary day to day business;

(k) the Purchaser has not waived or surrendered any right of substantial value and has not made any gift of money or of any of its property or assets;

(l) the Purchaser has carried on its business in the normal course;

(m) the Purchaser does not have outstanding any continuing contractual obligations whatsoever relating to or affecting the conduct of its business or any of its property or assets or for the purchase, sale or leasing of any property other than those contracts entered into by it in the course of its normal and ordinary day to day business;

(n) other than previously disclosed by the Purchaser to the Company and the Vendors, there are no management contracts or consulting contracts to which the Purchaser is a party or by which it is bound, no amount is payable or has been agreed to be paid by the Purchaser to any person as remuneration, pension, bonus, share of profits or other similar benefit, and no director, officer or member, or former director, officer or member, of the Purchaser, nor any associate or affiliate of any such person, has any claims of any nature against, or is indebted to the Purchaser;

(o) the Purchaser is not in default under or in breach of, or would, after notice or lapse of time or both, be in default under or in breach of, and neither this Agreement nor the consummation of the transactions contemplated hereby will conflict with, constitute a default under, result in a breach of, entitle any person or company to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the property or assets of the Purchaser under its constating documents, any contract, agreement, indenture or other instrument to which it is a party or by which it is bound, any law, judgment, order, writ, injunction or decree of any court, administrative agency or other tribunal or any regulation of any governmental authority, and all such contracts, agreements, indentures, or other instruments are in good standing and the Purchaser is entitled to all benefits thereunder;

(p) there are no actions, suits proceedings or investigations pending to the knowledge of the Purchaser, threatened against or affecting the Purchaser, at law or in equity, before or by any court, administrative agency or other tribunal or any governmental authority, other than as previously disclosed to the Vendor;

(q) the Purchaser has good and marketable title or leasehold title to all of its properties and assets shown or reflected in the Financial Statements of the Purchaser and such properties and assets are free and clear of any liens, charges or encumbrances;

(r) the Financial Statements of the Purchaser are true and correct in every material respect, were prepared in accordance with generally accepted accounting principles and fairly reflect the business, property, assets and financial position of the Purchaser as at the date of the Financial Statements of the Purchaser and the results of its operations for the period then ended and there are no liabilities of the Purchaser, contingent or otherwise, not reflected in the Financial Statements of the Purchaser;

(s) the Purchaser does not beneficially own, directly or indirectly, shares of any other corporate entity or any interest in a partnership, joint venture or other business entity;

(t) there are no contractual obligations of the Purchaser considered onerous by the Purchaser which have not been disclosed to the Vendors and the Purchaser has no information or knowledge of facts pertaining to the Purchaser which, if known to the Company, might reasonably be expected to deter the Company from completing the transactions contemplated hereby;

(u) that no change will occur in the constating documents or Articles of the Purchaser from the date hereof to the Closing Date; and

(v) the Purchaser is not a "reporting issuer" within the meaning of the Securities Act (1933) and the Purchaser is up-to-date and in good standing with respect to all filings required to be made with the Regulatory Authorities.

3.2 Covenants of the Purchaser

The Purchaser covenants and agrees with the Vendors that:

(a) the Purchaser will forthwith use its best efforts to obtain the necessary approvals of the Regulatory Authorities of the terms of this Agreement;

(b) the Purchaser will, both before and after the Closing Date, execute and do all such further deeds, things and assurances as may be required in the reasonable opinion of the Vendor's counsel for more perfectly consummating the transactions contemplated herein; and

(c) if required by the Regulatory Authorities or considered necessary or appropriate by the Purchaser's Counsel, the Purchaser will forthwith take steps to convene either an annual general meeting or an extraordinary general meeting of its shareholders at the earliest opportunity and shall use its best efforts to obtain the approval by the shareholders of the terms of this Agreement.

(d) the Purchaser will work with the Vendors as a management group to further the business objectives of the Company and to further the development of the Technology.

3.3 Negative Covenants

The Purchaser further covenants and agrees with the Vendors and the Company that it will not, prior to the Closing Date, except with the prior written consent of the Company;

(a) make or assume any commitment, obligation or liability which is outside of the usual and ordinary course of the business of the Purchaser and for the purpose of carrying on the same, but the Purchaser will operate its properties and carry on its business as heretofore and will maintain all of its properties, rights and assets in good order and repair;

(b) declare or pay any dividends on its common shares or make any other distributions or appropriations of profits or capital;

(d) sell or otherwise in any way alienate or dispose of any of its assets other than in the ordinary course of business.

ARTICLE 4

PURCHASE AND SALE

4.1 Purchase and Sale

Based upon the representations, warranties and covenants of the parties herein contained and subject to the conditions herein contained, the Purchaser hereby purchases and the Vendors hereby sell the Purchased Shares and all right, title and interest of the Vendors in and to the Purchased Shares.

4.2 Consideration

In consideration of the purchase and sale herein contemplated and in complete satisfaction of the purchase price for the Purchased Shares the Purchaser shall:

(a) allot and issue to the Vendors FOURTEEN MILLION SEVEN
HUNDRED AND TWENTY FOUR THOUSAND ONE HUNDRED (14,724,100) fully paid and non-assessable common shares of the Purchaser (the "Payment Shares") at a deemed value of $0.25 per share, or $3,681,025 for the 100% interest, to be paid and transferred to the Vendors in accordance with the terms hereof and the restrictions as may be imposed by the regulatory authorities and the terms of the Voluntary Pooling Agreement attached hereto as Schedule B and forms a part hereof.

(b) allot for issuance that number of shares as will equal the number of shares to be converted into common shares of the Company upon the conversion of the outstanding Convertible Debentures issued by the Company entitling the holders thereof to convert the debt obligation secured thereby into common shares of the Company.

(c) the Purchaser further agrees to pay all of the costs associated with this purchase and sale and specifically to pay the legal costs to be incurred by either the Company or Vendors or on their behalf.

4.3 Hold Conditions

The Vendors acknowledge and agree that some or all of the Payment Shares to be received by them may be subject to minimum holding periods, such shares to be "Free Trading" only upon the expiry of such minimum holding periods as may be imposed by the Regulatory Authorities or such other holding periods as are stipulated by the terms of such collateral agreements as are or may be entered into by the parties hereto.

ARTICLE 5
CONDITIONS

5.1 Purchaser's Conditions

The obligations of the Purchaser to complete the transactions contemplated hereby are subject to the following conditions (which are for the exclusive benefit of the Purchaser) having been satisfied or expressly waived in writing by the Purchaser:

(a) prior to the Closing Date the Purchaser shall not have become aware of any breach of any of the warranties and representations of the Company or the Vendors set forth in Article 2 hereof;

(b) all of the covenants and agreements of the Company and the Vendors to be observed or performed on or before the Closing Date pursuant to the terms hereof shall have been duly observed or performed;

(c) such documents in form and content necessary to transfer ownership of the Purchased Shares from the Vendors to the Purchaser as Purchaser's counsel considers appropriate shall have been delivered by the Vendors to the Purchaser; and

5.2 Vendor's Conditions

The obligations of the Vendor to complete the transactions contemplated hereby are subject to the following conditions (which are for the exclusive benefit of the Vendor) having been satisfied or expressly waived in writing by the Vendor:

(a) the authorized capital of the Purchaser consists of 100,000,000 Common shares of which 2,600,000 have been validly allotted and issued and are outstanding as fully paid and non-assessable;

(b) that this Agreement and all documents prepared in connection with this Agreement have been duly executed and authorized and are valid and binding on the Purchaser in accordance with their terms;

(c) that the Purchaser's Common Shares to be issued to the Vendors have been issued to the Vendors in accordance with all applicable provisions of the State of Nevada Domestic and Foreign Corporation Laws and the constating documents of the Purchaser and that such shares are fully paid and non-assessable and as to all other legal matters pertaining to the Purchaser and the transactions contemplated hereby as the Vendors' counsel may reasonably require;

(d) all consents, approvals and authorizations of the Regulatory Authorities required in connection with the transactions herein contemplated have been obtained and are in full force;

(e) prior to or on the Closing Date the Vendors shall not have become aware of any breach of any of the warranties and representations of the Purchaser set forth in Article 3.1;

(f) all of the covenants and agreements of the Purchaser to be observed or performed on or before the Closing Date pursuant to the terms hereof shall have been duly observed or performed.

(g) the Purchaser has delivered to the Vendors on the Closing Date all of the documents set forth in Clause 6.2(b);

(h) the transactions contemplated by this Agreement shall have been approved by the Exchange on conditions reasonably acceptable to the Vendors.

5.3 Mutual Obligations

The obligations of the parties to complete the transactions contemplated hereby are subject to the following conditions having been satisfied or expressly waived in writing by all parties:

(a) the Purchaser shall have obtained on or before the Closing Date, the approval of the shareholders of the Purchaser, and of the Exchange of this Agreement and the allotment and issuance of the Payment Shares to the Vendors pursuant to the provisions hereof; and

(b) the Purchaser shall have obtained on or before the Closing Date the approval of the Commission in respect of allotment and issuance of the Payment Shares to the Vendors to the extent that such share issuances are not specifically exempted under the Securities Act;

ARTICLE 6

CLOSING

6.1 Closing Date

The completion of the transactions contemplated hereby (the "Closing") shall occur on the Closing Date, which shall take place ten (10) calendar days following the day upon which all of the approvals and determinations required to be obtained pursuant to this Agreement have been obtained by the Purchaser, or such earlier date that the Purchaser and the Vendors may agree.

6.2 Deliveries on Closing

On the Closing Date:

(a) the Vendors shall deliver to the Purchaser:

i) a copy of the resolution of the Directors of the Company approving the transfer to the Purchaser by the Vendors of the Shares;

ii) all books, records and accounts of the Company and any other information necessary for the Purchaser to operate and manage the business of the Company and the assets presently owned by the Company.

(b) the Purchaser shall deliver to the Vendors:

i) a letter from the Purchaser's Registrar and Transfer Agent confirming the issuance of the Payment Shares to or on behalf of the Vendors in the proportions set forth in Schedule "A" hereto;

ii) a copy of a letter from the Exchange approving the terms of this Agreement;

iii) the approval of the Commission in respect of the allotment and issuance of the Payment Shares to the extent that such share issuances are not specifically exempted under the Securities Act;

ARTICLE 7

PUBLICITY

7.1 Publicity

The Purchaser Agrees that it shall make no public announcements or disseminate any information to any party with respect to this transaction except as may be required by the rules and policies of the Exchange and applicable securities legislation of any governmental agency having jurisdiction. The Purchaser agrees to give the Vendors forty-eight (48) hours notice prior to making any public announcements or disseminating any information which notice shall include the information which the Purchaser proposes to release.

ARTICLE 8

MISCELLANEOUS

8.1 Survival

All of the representations, warranties, covenants and agreements of the Vendors, the Purchaser and the Company shall survive the Closing Date.

8.2 Indemnity

The Vendors shall indemnify and save the Purchaser harmless from any loss or damage sustained by the Purchaser arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition of the Vendors contained herein and the same rights shall apply to the Vendors against the Purchaser mutatis mutandis.

8.3 Examination

The Vendors or their agents shall have the right during the period from the date hereof to the Closing Date to verify or cause to be verified the representations and warranties set out herein and to examine all books, documents, records, accounts and files of the Purchaser. The Purchaser or its agent shall have the right during the period from the date hereof to the Closing Date to verify or cause to be verified the representations and warranties set out herein and to examine all books, documents, records, accounts and files of the Company. Any such examination by either the Vendors or the Purchaser shall not prejudice any claim for breach of any such representations and warranties.

8.4 Notice

Any notice, document or communication required or permitted to be given hereunder shall be in writing at the following addresses, or such other addresses as the parties may specify in writing:

To the Purchaser:                       Landstar, Inc.
5505 N. Indian Trail            or      605 -700 Robson St.
Tucson, Arizona  85750                  Vancouver, BC V6B 5J3

Attention: Mr. Robyn Durling

To the Company and the Vendors:

At the address of the Company set forth on the face page hereof.

and to: each vendor at the address set forth in Schedule "A" hereto.

Notices shall be effective if delivered personally to either the Purchaser, the Company or the Vendors or if mailed, shall be deemed to have been received ten (10) days after deposit in a post office in Canada or in the United States of America. If there should be at the time of mailing or between the time of mailing and actual receipt thereof, a mail strike, slowdown or other labour dispute which may affect the delivery of such notice by mail, then such notice shall only be effective if actually delivered.

8.5 Time

Time shall be of the essence hereof.

8.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior contracts, agreements and understandings between the parties. There are no representations warranties, collateral agreements or conditions affecting this transaction other than as are expressed or referred to herein in writing.

8.7 Governing Law

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

8.8 Enurement

This Agreement shall enure to the benefit of and be binding upon the respective heirs, successors and assigns of the parties hereto.

8.9 Schedules

The schedules attached to this Agreement are incorporated by reference as fully as though contained in the body hereof. Wherever any term or conditions, expressed or implied, in such schedules conflicts or is at variance with any term or conditions of this Agreement, the terms or conditions of this Agreement shall prevail.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first set forth above.

THE COMMON SEAL OF              )
LANDSTAR, INC.                  )
was hereunto affixed in the     )
presence of:                    )
                                        )
/s/ Robyn Durling                       )
------------------            )         C/S
Authorized Signatory            )


THE COMMON SEAL OF              )
REBOUND RUBBER CORP.            )
was hereunto affixed in the     )
presence of:                    )
                                        )
/s/ Glenn Rozon                 )       /s/ Michael Pinch
---------------               ) -----------------
Authorized Signatory            )       Witness
                                        )
/s/ D. Elroy Fimrite            )
--------------------          )
Authorized Signatory            )

SIGNED ON BEHALF OF THE SHAREHOLDERS AS LISTED IN
SCHEDULE "A" HEREIN ATTACHED:

SIGNED, SEALED AND DELIVERED    )
by D. ELROY FIMRITE             )
in the presence of:             )
                                        )
/s/ Michael Pinch                       )       /s/ D. Elroy Fimrite
--------------                )       --------------------
Name                                    )       D. ELROY FIMRITE
                                        )
                                        )
1337 Rudlin Street              )
Victoria, British Columbia      )
-------------------------     )
Address                         )
                              )
                                        )
Chartered Accountant            )
--------------------          )
Occupation                              )


SIGNED, SEALED AND DELIVERED    )
by DR. F. KUI LIM LU            )
in the presence of:             )
                                        )       /s/ Kui Lim Lu
                                )       ------------------
Name                                    )       DR. F. KUI LIM LU
                              )
Address                         )
                              )
                                        )
                              )
Occupation                              )


SIGNED, SEALED AND DELIVERED    )
by GLENN ROZON                  )
in the presence of:             )
                                        )
/s/ Michael C. Pinch            )
---------------------           )
Name                                    )        /s/ Glenn Rozon
                                        )       ----------------
1337 Rudlin Street              )       GLENN ROZON
Victoria, British Columbia      )
---------------------------   )
Address                         )
                              )
                                        )
Chartered Accountant            )
--------------------          )
Occupation                              )

SCHEDULE "A"

SHAREHOLDERS OF REBOUND RUBBER CORP.

Name of Shareholder No. of Shares Signature of Shareholder

                                                /s/ D.Elroy Fimrite
Kentucky Financial Inc. 5,000,100       -----------------------
                                                Authorized Signatory
                                                /s/Kui Lim Lu
Kui Lim Lu                      2,087,000       -----------------------
                                                /s/D. Elroy Fimrite
Elroy Fimrite           2,000,000       -----------------------
                                                /s/Susan Lu
Susan Lu                        1,000,000       -----------------------
                                                /s/Michael Pinch
Michael Pinch           606,000 -----------------------
                                                /s/Ken A. Mowers
Ken A. Mowers           600,000 -----------------------
                                                /s/ D.ELROY FIMRITE
Kentucky Financial Inc. 600,000 -----------------------
                                                /s/Thomas Mark
Thomas Mark                     310,000 -----------------------
                                                /s/Kennie Chee
Kennie Chee                     300,000 -----------------------
                                                /s/D. Elroy Fimrite
Great Wall Trading Ltd. 300,000 -----------------------
                                                /s/JAn Fikkert
S.J.H. Corporate Services 240,000       -----------------------
                                        Authorized Signatory
                                                /s/Harold Epp
Harold Epp                      200,000 -----------------------
                                                /s/Glenn Rozon
Glenn Rozon                     164,000 -----------------------
                                                /s/Carolyn Jefkins
Carolyn Jefkins         120,000 -----------------------
                                                /s/ James Ong
James Ong                       100,000 -----------------------
                                                /s/David Wasmuth
David Wasmuth, RRSP     100,000 -----------------------
                                                /s/Glenn Rozon
Midland Walwyn Capital Inc. 65,000      -----------------------
ITF Glenn Rozon RRSP                    Authorized Signatory
                                                /s/Lynda Rozon
Midland Walwyn Capital Inc.65,000       -----------------------
ITF Lynda Rozon RRSP                    Authorized Signatory
                                                /s/ Glenn Rozon
A. T. L. Holdings Ltd.  50,000  -----------------------
Authorized Signatory

Name of Shareholder     No. of Shares   Signature of Shareholder
                                                /s/Paquita Dybuncio
Paquita DyBuncio                50,000  -----------------------
                                                /s/Enrique Dybuncio
Enrique DyBuncio                50,000  -----------------------
                                                /s/John Lum
J. Lum                  50,000  -----------------------
                                                /s/Marilyn Chan
Marilyn Chan            40,000  -----------------------
                                                /s/Andrew O.Choy
Andrew O. Choy          32,000  -----------------------
                                                /s/Dr. Fung
Dr. Fung                        30,000  -----------------------
                                                /s/Zhou Bing
Zhou Bing                       30,000  -----------------------
                                                /s/Peter Kwong
Peter Kwong                     30,000  -----------------------
                                                /s/Charle Leung
Charle Leung            30,000  -----------------------
                                                /s/George Yap
George Yap                      30,000  -----------------------
                                                /s/Pamela Chung
Pamela Chung            20,000  -----------------------
                                                /s/Kevin Kwong
Kevin Kwong                     20,000  -----------------------
                                                /s/Albert T.L.Choy
Albert T.L. Choy                20,000  -----------------------
                                                /s/ David Mark
David Mark                      20,000  -----------------------
                                                /s/Maria Theresa Yap
Maria Theresa Yap               20,000  -----------------------
                                                /s/ Miranda Yap
Miranda Yap                     20,000  -----------------------
                                                /s/ Thomas Choy
Thomas Choy                     18,000  -----------------------
                                                /s/Myron O'Byrne
Myron O'Byrne           14,000  -----------------------
                                                /s/ Rebecca Chan
Rebecca Y. Chan         10,000  -----------------------
                                                /s/Dick Chow
Dick Chow                       10,000  -----------------------
                                                /s/Olivia L. Choy
Olivia L. Choy          10,000  -----------------------
                                                /s/ Siu Lan Kwong
Siu Lan Kwong           10,000  -----------------------
                                                /s/ Enrie Yap
Enrie Yap                       10,000  -----------------------


Name of Shareholder     No. of Shares   Signature of Shareholder
                                                /s/ Xue Ying Li
Xue Ying Li                     7,000           -----------------------
                                                /s/Chi Wai Chow
Chi Wai Chow            6,000           -----------------------
                                                /s/ Joyce Mark
Joyce Mark                      6,000           -----------------------

VOLUNTARY POOLING AGREEMENT

THIS AGREEMENT dated for reference the 31st day of December, 1998 but actually entered into the 28th day of December.

BETWEEN:

The Undersigned Shareholders of REBOUND RUBBER CORP., being all those Shareholders who have signed Schedule "A" attached hereto

(hereinafter called the "Undersigned")

OF THE FIRST PART

AND:

REBOUND RUBBER CORP., a corporation duly incorporated pursuant to the laws of the Province of Alberta and having an office located at 600-3795 Carey Road, Victoria, British Columbia

(hereinafter called the "Company")

OF THE SECOND PART

AND:

MANHATTAN TRANSFER & REGISTRAR, of 58 Dorcester Road, Lake Ronkonkoma, New York 11779

OF THE THIRD PART

WHEREAS:
The Undersigned presently hold an aggregate of 14,724,001 common shares (the "Shares") of Rebound Rubber Corp. (the Company), being in respect of each of the Undersigned the number of Shares set opposite his name in Schedule "A" hereto;

The Company has entered into an agreement with Landstar, Inc. pursuant to which Landstar, Inc. has offered to acquire all of the issued and outstanding shares of the Company in accordance with the terms and conditions of an agreement between Landstar, Inc., the Company and the shareholders of the Company (the "Share Exchange Agreement");

The management of Landstar, Inc. and the Company are of the opinion that the pooling of the Shares contemplated hereby would facilitate the completion of the acquisition and would be in the best interests of the Company and the undersigned shareholders;

In contemplation of the acquisition of the Shares by Landstar, Inc., the Undersigned have agreed to pool the Shares upon and subject to the terms and conditions hereinafter more particularly set out;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and in consideration of the sum of One ($1.00) Dollar now paid by the parties hereto, each to the other, (the receipt whereof is hereby acknowledged) and in further consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows:

1. In this Agreement:

Completion Date: shall mean the first day the common shares of the Company are exchanged for shares of Landstar, Inc.; Exchange: shall mean the NASDAQ Over-the-Counter Bulletin Board quote system;

Shares: means the shares of Rebound Rubber Corp. registered in the names of the Undersigned up to the Completion Date or the shares of Landstar, Inc. as these may be registered in the names of the Undersigned following the Completion Date; SEC: shall mean the Securities and Exchange Commission of the United States, if the shares of the Issuer are not listed on the Exchange, or the Exchange if the shares of the Issuer are listed on the Exchange.

2. The parties acknowledge that the Shares are not being pooled in the manner set forth herein pursuant to a requirement of the SEC or Exchange as a condition of completing the acquisition of share exchange as set out in the Share Exchange Agreement.

3. The Undersigned hereby severally agree each with the other and with the Trustee that they will respectively deliver or cause to be delivered to the Trustee certificates for the Shares detailed in Schedule "A" hereto, which Shares are to be held by the Trustee and released, subject to paragraph 4, proportionately to the Undersigned in accordance with their holdings of such shares, on the following basis:

10% of the Shares six (6) months following the Completion Date; 15% of the Shares nine (9) months following the Completion Date; 20% of the Shares twelve (12) months following the Completion Date;
25% of the Shares fifteen (15) months following the Completion Date;
the balance of the Shares eighteen (18) months following the Completion Date

4. Each of the Undersigned shall be entitled from time to time to a letter or receipt from the Trustee stating the number of Shares represented by certificates held for him by the Trustee subject to the terms of this Agreement, but such letter or receipt shall not be assignable.

5. The Undersigned shall not sell, deal in, assign, transfer in any manner whatsoever or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Shares or beneficial ownership of or any interest in them and the Trustee shall not accept or acknowledge any transfer, assignment, declaration of trust or any other document evidencing a change in legal and beneficial ownership of or interest in the such shares, except as may be required by reason of the death or bankruptcy of any one or more of the Undersigned, in which case the Trustee shall hold the certificates for such shares subject to this Agreement for whatever person or persons, firm or corporation may thus become legally entitled thereto.

6. In the event any of the Shares are transferred or any third party becomes vested with an interest in any of the Shares, the Shares subject to the transferred interest will be bound by the terms and conditions of this agreement and no additional assignment, hypothecation or sale will be permitted except in accordance with the terms hereof.

7. If, during the period in which any of the Shares are retained in pool pursuant hereto, and dividend other than a dividend paid in shares of the Issuer, is received by the Trustee in respect of such shares, such dividend shall be paid or transferred forthwith to the Undersigned entitled thereto. Any shares received by way of dividend in respect of such shares shall be dealt with as if they were shares hereunder.

8. This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns.

9. This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

10. The parties hereto agree that in consideration of the Trustee agreeing to act as Trustee as aforesaid, the Undersigned do hereby covenant and agree from time to time and at all times hereafter well and truly to save, defend, and keep harmless and fully indemnify the Trustee, its successors and assigns, from and against all loss, costs, charges, damages and expenses which the Trustee, its successors or assigns, may at any time or times hereafter bear, sustain, suffer or be put to for or by reason or on account of its acting as Trustee pursuant to this Agreement.

11. It is further agreed by and between the parties hereto and, without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings.

IN WITNESS WHEREOF the Company, the Undersigned and the Trustee have executed the presents as from the day and year first above written.

THE COMMON SEAL OF REBOUND ) RUBBER CORP. was hereunto affixed in the)

presence of:                            )
                                                )
Elroy Fimrite           Director        )       Michael Pinch
--------------------                    )       --------------
Authorized Signatory                    )       Witness
                                                )
Glenn Rozon             Director                )
--------------------                    )
Authorized Signatory                    )
                                                )
                                                )
THE COMMON SEAL OF MANHATTAN            )
TRANSFER & REGISTRAR  was hereunto      )
affixed in the presence of:             )
                                                )       C/S
--------------------                    )
Authorized Signatory                    )
                                                )

PURCHASE AGREEMENT

THIS AGREEMENT made as of the 31st day of December, 1998.

BETWEEN:

UNITED TRANS-WESTERN, INC., a corporation duly incorporated pursuant to the laws of the State of Delaware and having an office located at 600 - 3795 Carey Road, Victoria, British Columbia

(hereinafter called the "Vendor")

OF THE FIRST PART

AND:

LANDSTAR, INC. ,a company duly incorporated pursuant to the laws of the State of Nevada and having an office located at 5505 North Indian Trail, Tucson, AZ 85750

(hereinafter called the "Purchaser")

OF THE SECOND PART

WHEREAS:

A. The Vendor has purchased or otherwise secured joint venture rights to a proprietary technology and chemical formulation and process which allows the reactivation of used rubber for reintroduction into the manufacturing process, which technology is more particularly set out in Exhibit A hereto (the "Technology").

B. The Purchaser wishes to purchase the Technology from the Vendor on the terms and conditions and for the consideration herein set out.

NOW THEREFORE WITNESSETH THAT in consideration of the mutual covenants and representations contained herein, the sufficiency of which is acknowledged by the parties hereto, the parties agree as follows:

PURCHASE AND SALE

The Vendor hereby agrees to sell, assign and transfer to the Purchaser and the Purchaser hereby agrees to Purchase and pay for the Technology upon the terms and conditions hereinafter set forth.

PURCHASE PRICE AND PAYMENT

In
consideration of the Purchase and sale of the Technology the Purchaser shall pay to the Vendor the Purchase Price of USD $2,225,000 as follows:

USD $25,000 as a non-refundable
down payment, payable upon the execution of this Agreement;

USD $75,000 on or before
February 28, 1998; and

issue to the Vendor
EIGHT MILLION FIVE HUNDRED THOUSAND (8,500,000) fully paid and
non-assessable common shares of the Purchaser at a deemed value of USD$0.25 per share (or USD $2,125,000) for the complete interest, to be paid and transferred to the Vendor free of any trading restrictions which limit the ability of the vendor to transfer or hypothecate the Shares, subject only to those restrictions which may be imposed by the Securities and Exchange Commission and subject to the terms of a voluntary pooling agreement

The share consideration being paid by the Purchaser shall be paid and transferred to the Vendor upon the Purchaser receiving from the appropriate regulatory authorities such approval as is necessary for the Purchaser to complete the terms of this Agreement.

The Vendor
will be entitled to receive from the Purchaser a share certificate or share certificates representing the number of shares in the capital of the Purchaser to which the Vendor is entitled, on or before that day which is ten (10) business days from the date on which approval for this agreement is received by the Purchaser from the appropriate regulatory authorities.

REPRESENTATIONS AND WARRANTIES OF THE VENDOR

The Vendor covenants and agrees with the Purchaser and represents to the Purchaser as follows:

that the Vendor has good and
sufficient authority to enter into this Agreement on the terms, covenants and conditions herein set forth, and the Vendor agrees to duly observe, comply with and carry out each and every of such terms, covenants and conditions;

that no person, firm or
corporation now has any agreement or option or any right capable of becoming an agreement or option for the purchase from the Vendor of the Technology; and

The Vendor
acknowledges that the Purchaser is relying upon the warranties and representations contained herein in entering into this agreement
and that the Purchaser relied upon such warranties and representations
at the time the Agreement was entered into by the parties. Notwithstanding any prior understanding, agreement, intention or representation made by or between the parties prior to the date of this agreement, the Vendor hereby expressly acknowledges and agrees that the representations and warranties contained in this clause were and are deemed to be made and effective from and including the date on which the Agreement was entered into by the parties.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser
hereby warrants and represents to the Vendors that:

the Purchaser is a company duly
incorporated pursuant to the laws of the State of Nevada, the shares of which are publicly traded on the NASDAQ - OTC Bulletin Board quotation system;

the Purchaser has the power and
capacity to enter into this Agreement and to complete the transaction contemplated herein; and

the Purchaser has an authorized
capital of 100,000,000 common shares without par value and that no other class of share capital has been authorized or is outstanding.

EXECUTION OF FURTHER AGREEMENTS

The parties
hereto agree to execute such agreements, make such undertakings and do all things necessary to bring this agreement into force and effect, including, but not limited to, entering such agreements as are required by the regulatory authorities having jurisdiction over the transaction contemplated hereby.

INDEMNIFICATION

The Vendor
covenants and agrees to indemnify and save harmless the Purchaser of and from any loss, claim, damage, cost or expense whatsoever arising out of, under or pursuant to any breach of any representation, warranty or covenant of the Vendor contained in this agreement.

NOTICE

Any notice to be
given hereunder shall be in writing and may be delivered personally. Any item to be delivered to the Vendors shall be addressed to the Vendor at the address of the Vendor first above written.

Any notice to be delivered to the Purchaser shall be addressed to the Purchaser at:

Landstar, Inc.
Suite 700 - 605 Robson Street
Vancouver, British Columbia
V6B 5J3

Notice shall be deemed to have been received at the time of delivery.

GENERAL

This Agreement
constitutes the entire agreement between the parties hereto with respect to the sale by the Vendor and the purchase by the Purchaser of the Technology and there are no representations, warranties or agreements collateral hereto, expressed or implied, other than as herein expressly set forth.

This Agreement
shall not be assignable by the Purchaser or the Vendor without the written consent of the other party first having been obtained.

Forbearance or
indulgence of the Vendor or the Purchaser, in any regard whatsoever shall not constitute estoppel, acquiescence or a waiver by the Vendor or the Purchaser as the case may be of such covenant or condition and, until complete performance or observance by the Purchaser, or the Vendor, as the case may be, of such covenant or condition, the Vendor or the Purchaser shall be entitled to invoke any remedy available to it under this Agreement or by law, despite any such forbearance or indulgence. This Agreement shall not be amended except in writing signed by the parties hereto.

Time shall be of
the essence in this Agreement.

This Agreement
shall enure to the benefit of and be binding upon the Purchaser and its respective heirs, executors, administrators and permitted assigns and to the benefit of and be binding upon the Vendor and its successors and assigns.

This Agreement
shall be governed by and interpreted in accordance with the laws in effect in British Columbia, and is subject to the exclusive jurisdiction of the Courts of British Columbia.

IN WITNESS WHEREOF the Purchaser and Vendor have hereunto affixed their hands and seals the day and year first above written.

THE CORPORATE SEAL OF                   )
UNITED TRANS-WESTERN, INC.              )
was hereunto affixed in the             )
presence of:                            )
                                                )       C/S
--------------------                    )
Authorized Signatory                    )
                                                )
                                                )
-------------------                     )
Authorized Signatory                    )
                                                )
THE CORPORATE SEAL OF                   )
LANDSTAR, INC. was                      )
hereunto affixed in the                 )
presence of:                            )
                                                )       C/S
                                                )
--------------------                    )
Authorized Signatory                    )
                                                )
--------------------                    )
Authorized Signatory                    )