<PAGE>

                                YONGE CORPORATE CENTRE


                                     OFFICE LEASE


                                       BETWEEN


                                     YCC LIMITED
                                         AND
                            LONDON LIFE INSURANCE COMPANY


                                        -AND-


                         LOYALTY MANAGEMENT GROUP CANADA INC.



<PAGE>

                                YONGE CORPORATE CENTRE


                                        LEASE


                                  TABLE OF CONTENTS


<TABLE>
<S>                                                                          <C>
ARTICLE I - PREMISES - TERM AND USE. . . . . . . . . . . . . . . . . . . . . .1
             Section 1.01 Grant and Premises . . . . . . . . . . . . . . . . .1
             Section 1.02 Term . . . . . . . . . . . . . . . . . . . . . . . .1
             Section 1.03 Construction of Premises . . . . . . . . . . . . . .1
             Section 1.04 Use and Conduct of Business. . . . . . . . . . . . .2

ARTICLE II - RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
             Section 2.01 Covenant to Pay. . . . . . . . . . . . . . . . . . .2
             Section 2.02 Net Rent . . . . . . . . . . . . . . . . . . . . . .2
             Section 2.03 Payment of Operating Costs . . . . . . . . . . . . .3
             Section 2.04 Payment of Taxes . . . . . . . . . . . . . . . . . .3
             Section 2.05 Payment of Estimated Taxes and Operating Costs . . .4
             Section 2.06 Additional Rent. . . . . . . . . . . . . . . . . . .5
             Section 2.07 Rent Past Due. . . . . . . . . . . . . . . . . . . .5
             Section 2.08 Utilities. . . . . . . . . . . . . . . . . . . . . .5
             Section 2.09 Adjustment of Areas. . . . . . . . . . . . . . . . .5
             Section 2.10 Net Lease. . . . . . . . . . . . . . . . . . . . . .5
             Section 2.11 Deposit. . . . . . . . . . . . . . . . . . . . . . .6
             Section 2.12 Electronic Data Interchange. . . . . . . . . . . . .6
             Section 2.13 Additional Rent Estimate . . . . . . . . . . . . . .6

ARTICLE III - CONTROL OF DEVELOPMENT . . . . . . . . . . . . . . . . . . . . .6
             Section 3.01 Landlord's Services. . . . . . . . . . . . . . . . .6
             Section 3.02 Alterations by Landlord. . . . . . . . . . . . . . .7

ARTICLE IV - ACCESS AND ENTRY. . . . . . . . . . . . . . . . . . . . . . . . .7
             Section 4.01 Right of Examination . . . . . . . . . . . . . . . .7
             Section 4.02 Right to Show Premises . . . . . . . . . . . . . . .8
             Section 4.03 Entry not Forfeiture . . . . . . . . . . . . . . . .8

ARTICLE V - MAINTENANCE, REPAIRS AND ALTERATIONS . . . . . . . . . . . . . . .8
             Section 5.01 Maintenance By Landlord. . . . . . . . . . . . . . .8
             Section 5.02 Maintenance by Tenant; Compliance with Laws. . . . .9
             Section 5.03 Approval of Tenant's Alterations . . . . . . . . . .9
             Section 5.04 Repair Where Tenant at Fault . . . . . . . . . . . 10
             Section 5.05 Removal of Improvements and Fixtures . . . . . . . 10
             Section 5.06 Liens. . . . . . . . . . . . . . . . . . . . . . . 11
             Section 5.07 Notice by Tenant . . . . . . . . . . . . . . . . . 11

ARTICLE VI - INSURANCE AND INDEMNITY . . . . . . . . . . . . . . . . . . . . 11
             Section 6.01 Tenant's Insurance . . . . . . . . . . . . . . . . 11
             Section 6.02 Increase in Insurance Premiums . . . . . . . . . . 13
             Section 6.03 Cancellation of Insurance. . . . . . . . . . . . . 13
             Section 6.04 Loss or Damage . . . . . . . . . . . . . . . . . . 13
             Section 6.05 Landlord's Insurance . . . . . . . . . . . . . . . 13
             Section 6.06 Indemnification of the Landlord. . . . . . . . . . 14
             Section 6.07 Indemnification of the Tenant. . . . . . . . . . . 14
             Section 6.08 Release by the Landlord. . . . . . . . . . . . . . 15
             Section 6.09 Release by the Tenant. . . . . . . . . . . . . . . 15

                                      (i)

<PAGE>

ARTICLE VII - DAMAGE AND DESTRUCTION . . . . . . . . . . . . . . . . . . . . 15
             Section 7.01 No Abatement . . . . . . . . . . . . . . . . . . . 15
             Section 7.02 Damage to Premises . . . . . . . . . . . . . . . . 15
             Section 7.03 Right of Termination . . . . . . . . . . . . . . . 16
             Section 7.04 Destruction of Building. . . . . . . . . . . . . . 16
             Section 7.05 Architect's Certificate. . . . . . . . . . . . . . 17

ARTICLE VIII - ASSIGNMENT, SUBLETTING AND TRANSFERS. . . . . . . . . . . . . 17
             Section 8.01 Assignments, Subleases and Transfers . . . . . . . 17
             Section 8.02 Landlord's Right to Terminate. . . . . . . . . . . 18
             Section 8.03 Conditions of Transfer . . . . . . . . . . . . . . 19
             Section 8.04 Permitted Subletting . . . . . . . . . . . . . . . 20
             Section 8.05 No Advertising . . . . . . . . . . . . . . . . . . 20
             Section 8.06 Assignment By Landlord . . . . . . . . . . . . . . 20

ARTICLE IX - DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
             Section 9.01 Default and Remedies . . . . . . . . . . . . . . . 20
             Section 9.02 Distress . . . . . . . . . . . . . . . . . . . . . 21
             Section 9.03 Costs. . . . . . . . . . . . . . . . . . . . . . . 21
             Section 9.04 Allocation of Payments . . . . . . . . . . . . . . 22
             Section 9.05 Survival of Obligations. . . . . . . . . . . . . . 22

ARTICLE X - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION . . . . . . . . . 22
             Section 10.01 Status Statement. . . . . . . . . . . . . . . . . 22
             Section 10.02 Subordination . . . . . . . . . . . . . . . . . . 22
             Section 10.03 Attornment. . . . . . . . . . . . . . . . . . . . 22

ARTICLE XI - GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . 23
             Section 11.01 Rules and Regulations . . . . . . . . . . . . . . 23
             Section 11.02 Delay . . . . . . . . . . . . . . . . . . . . . . 23
             Section 11.03 Overholding . . . . . . . . . . . . . . . . . . . 23
             Section 11.04 Waiver. . . . . . . . . . . . . . . . . . . . . . 23
             Section 11.05 Registration. . . . . . . . . . . . . . . . . . . 23
             Section 11.06 Notices . . . . . . . . . . . . . . . . . . . . . 24
             Section 11.07 Successors. . . . . . . . . . . . . . . . . . . . 24
             Section 11.08 Joint and Several Liability . . . . . . . . . . . 24
             Section 11.09 Captions and Section Numbers. . . . . . . . . . . 24
             Section 11.10 Extended Meanings . . . . . . . . . . . . . . . . 24
             Section 11.11 Partial Invalidity. . . . . . . . . . . . . . . . 24
             Section 11.12 Entire Agreement. . . . . . . . . . . . . . . . . 25
             Section 11.13 Governing Law . . . . . . . . . . . . . . . . . . 25
             Section 11.14 Time of the Essence . . . . . . . . . . . . . . . 25
             Section 11.15 Quiet Enjoyment . . . . . . . . . . . . . . . . . 25

ARTICLE XII- SPECIAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . 25
             Section 12.01 Leasehold Improvement Allowance . . . . . . . . . 25
             Section 12.02 Landlord's Work . . . . . . . . . . . . . . . . . 27
             Section 12.03 Tenant's Work . . . . . . . . . . . . . . . . . . 28
             Section 12.04 Early Access and Occupancy. . . . . . . . . . . . 28
             Section 12.05 Termination Right . . . . . . . . . . . . . . . . 29
             Section 12.06 Renewal Options . . . . . . . . . . . . . . . . . 30
             Section 12.07 First Refusal Right . . . . . . . . . . . . . . . 31
             Section 12.08 Signage . . . . . . . . . . . . . . . . . . . . . 32
             Section 12.09 Parking . . . . . . . . . . . . . . . . . . . . . 33
             Section 12.10 Irrevocable Letter of Credit. . . . . . . . . . . 34

                                      (ii)

<PAGE>

SCHEDULE "A" - LEGAL DESCRIPTION OF LANDS. . . . . . . . . . . . . . . . . . 35

SCHEDULE "A-1" - LEGAL DESCRIPTION OF LANDS. . . . . . . . . . . . . . . . . 37

SCHEDULE "B" - FLOOR PLAN OF THE PREMISES. . . . . . . . . . . . . . . . . . 39

SCHEDULE "C" - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 40

SCHEDULE "D" - RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . 48

SCHEDULE "E" - TEXT OF IRREVOCABLE LETTER OF CREDIT. . . . . . . . . . . . . 52
</TABLE>


                                     (iii)
<PAGE>

THIS LEASE IS DATED THE 28TH DAY OF MAY, 1997


BETWEEN:


                                     YCC LIMITED
                                         AND
                            LONDON LIFE INSURANCE COMPANY
                            (collectively the "Landlord")

                                        -and-

                       xxxLOYALTY MANAGEMENT GROUP CANADA INC.
                                    (the "Tenant")


                         ARTICLE I - PREMISES - TERM AND USE

SECTION 1.01 GRANT AND PREMISES

In consideration of the performance by the Tenant of its obligations under this
Lease, the Landlord leases the Premises to the Tenant for the Term. The Premises
are located on the xxxxx xxxxxx 2ND AND 3RD FLOORS of the Building and are shown
outlined in red on the floor plan attached as xxxx xxx xxxx SCHEDULES "B-1" AND
"B-2". THE Rentable Area of the Premises is approximately xxxxx xxxxx xxxx xxx
xxx  xxxx xx xxx xx xxxx xxxxxx xxxxxx 73,534 SQUARE FEET.

FROM AND AFTER SEPTEMBER 1, 1998, THE LANDLORD SHALL LEASE TO THE TENANT
ADDITIONAL OFFICE SPACE ("FIRST ADDITIONAL PREMISES") CONTAINING APPROXIMATELY
18,000 SQUARE FEET OF RENTABLE AREA ON THE 4TH FLOOR OF THE BUILDING AS SHOWN
OUTLINED IN RED ON THE FLOOR PLAN ATTACHED HERETO AS SCHEDULE "B-3" FOR AN
AGGREGATE RENTABLE AREA OF APPROXIMATELY 91,534 SQUARE FEET FOR THE BALANCE OF
THE TERM SUCH THAT THE TERM IN RESPECT OF THE FIRST ADDITIONAL PREMISES SHALL BE
CO-TERMINUS WITH THE TERM AND THE PREMISES SHALL FROM AND AFTER SUCH DATE BE
DEEMED TO INCLUDE THE FIRST ADDITIONAL PREMISES. SUBJECT THE PROVISIONS OF THE
LEASE, THE LANDLORD AGREES TO PROVIDE VACANT POSSESSION OF THE FIRST ADDITIONAL
PREMISES ON SEPTEMBER 1, 1998.

SECTION 1.02 TERM

The Term of this Lease is TEN (10) years NIL months, and NIL days from and
including the 1ST day of SEPTEMBER, 1997 to and including the 31ST DAY OF
AUGUST, 2007 (BUT SUBJECT TO SECTION 12.04).

SECTION 1.03 CONSTRUCTION OF PREMISES

The Tenant shall abide by the provisions of this Lease and the tenant leasehold
improvement manual supplied by the Landlord for any construction it proposes to
do prior to or upon occupancy of the Premises, and any Alterations to the
Premises after it takes occupancy (PROVIDED THAT SUCH LEASEHOLD IMPROVEMENT
MANUAL SHALL NOT BE INCONSISTENT WITH THE TERMS OF THIS LEASE). The Tenant
agrees to accept the Premises in their current "as is" condition, subject to any
Landlord's work expressly set out in this Lease. THE LEASEHOLD IMPROVEMENT
MANUAL WILL BE AMENDED TO DELETE FOR THE TENANT'S INITIAL WORK ONLY WITH RESPECT
TO THE PREMISES, THE FIRST ADDITIONAL PREMISES AND, IF APPLICABLE, THE SPECIAL
REFUSAL SPACE ALL LANDLORD'S CONSULTANT FEES, RESTRICTIONS ON WORKING HOURS
(SUBJECT TO LANDLORD'S REASONABLE SECURITY REQUIREMENTS) COSTS OF LOADING DOCK
FACILITIES AND FREIGHT ELEVATOR, COSTS OF EXTRA CLEANING, COSTS OF HOISTING AND
LANDLORD'S SUPERVISION FEES.  IN THE EVENT THE TENANT DOES NOT RETAIN THE
LANDLORD'S BASE

                                      -1-

<PAGE>

BUILDING ELECTRICAL ENGINEER, THEN WITH RESPECT TO THE APPROVAL BY THE
LANDLORD'S ELECTRICAL ENGINEER OF THE TENANT'S INITIAL WORK WITH RESPECT TO
THE PREMISES, THE FIRST ADDITIONAL PREMISES AND, IF APPLICABLE, THE SPECIAL
REFUSAL SPACE PURSUANT TO SECTION 12.03, THE TENANT SHALL PAY THE LANDLORD'S
CURRENT SUPERVISION FEE OF ONE THOUSAND, FIVE HUNDRED ($1,500.00) DOLLARS
PLUS ALL APPLICABLE TAXES FOR REVIEW OF THE TENANT'S PLANS AND THE MAXIMUM OF
TWO SITE VISITS.  FOR ANY ADDITIONAL REVIEWS OR SITE VISITS, THE TENANT SHALL
PLAY THE LANDLORD'S CURRENT RATE OF SIXTY-FIVE ($65.00) DOLLARS. AFTER
COMPLETION OF THE TENANT'S INITIAL WORK WITH RESPECT TO THE PREMISES, THE
FIRST ADDITIONAL PREMISES AND, IF APPLICABLE, THE SPECIAL REFUSAL SPACE, THE
TENANT SHALL PAY THE LANDLORD'S NORMAL FEES IN CONNECTION WITH ANY
ALTERATIONS.

SECTION 1.04 USE AND CONDUCT OF BUSINESS

The Premises shall be used only as xxxxxxxxxx xxxxxxxGENERAL BUSINESS OFFICES
AND THE BUSINESS OF AN OUT-BOUND AND IN-BOUND CALL CENTRE, INCLUDING THE
PROVISION OF EXISTING TRAVEL SERVICES AS PREVIOUSLY DISCLOSED TO THE LANDLORD
BY THE TENANT and for no other purpose. The Tenant shall conduct its business
in the Premises in a reputable and first class manner.  THE LANDLORD
ACKNOWLEDGES THAT THE TENANT MAY USE THE PREMISES DURING THE TENANT'S
BUSINESS HOURS AND OUTSIDE NORMAL BUSINESS HOURS SUBJECT TO THE LANDLORD'S
REASONABLE SECURITY REQUIREMENTS AND PRECAUTIONS FROM TIME TO TIME.

                                  ARTICLE II - RENT

SECTION 2.01 COVENANT TO PAY

xxxxx Except as otherwise expressly provided in this Lease, the Tenant shall pay
Rent from the Commencement Date without prior demand and without any deduction,
abatement, setoff or compensation.  If the Commencement Date is not on the first
day of a calendar month, or the period of time from the Commencement Date to the
end of the first Fiscal Year during the Term is less than 12 calendar months, or
the period of time from the last Fiscal Year end during the Term to the end of
the Term is less than 12 calendar months, then Rent for such month and such
periods shall be pro-rated on a per diem basis, based upon a period of 365 days.

xxxx xxx xxxxxx xxxx xxxxxxx xx xxx xxxxxxxx xx xxxx xxxxxx
xxxx xxx xx xxx xxxxxx xxxxxx xx xxxxxxx xxx xxx xxxx  xxxxxx xxxxx xxx xxx
xxxxx xx xxx xxxxxxx xxxxxxxx xx xxx xxxx xxx xxx xxxxxxxxxx xxxx xx xx xxx
xxxxxxxx xx xxxxxxxx

SECTION 2.02 NET RENT

The Tenant shall pay Net Rent AS FOLLOWS:

(a)  FROM SEPTEMBER 1, 1997 TO AUGUST 31, 1998, (BEING THE FIRST YEAR OF THE
     TERM) BOTH INCLUSIVE, THE SUM OF SEVEN HUNDRED AND FIFTY-SEVEN THOUSAND,
     FOUR HUNDRED DOLLARS AND TWENTY CENTS ($757,400.20) per annum payable in
     equal monthly instalments of SIXTY THREE THOUSAND, ONE HUNDRED AND SIXTEEN
     DOLLARS AND SIXTY EIGHT CENTS ($63,116.68) each in advance on the first day
     of each calendar month DURING SUCH PERIOD OF THE TERM.

(b)  FROM SEPTEMBER 1, 1998 TO AUGUST 31, 2002, (BEING THE NEXT FOUR YEARS OF
     THE TERM) BOTH INCLUSIVE, THE SUM OF NINE HUNDRED AND SEVENTY-SEVEN
     THOUSAND, NINE HUNDRED DOLLARS AND TWENTY CENTS ($977,900.20) PAYABLE IN
     EQUAL MONTHLY INSTALMENTS OF EIGHTY ONE THOUSAND, FOUR HUNDRED AND NINETY
     ONE DOLLARS AND SIXTY EIGHT CENTS ($81,491.68) EACH IN ADVANCE ON THE FIRST
     DAY OF EACH CALENDAR MONTH DURING SUCH PERIOD OF THE TERM.

(c)  FROM SEPTEMBER 1, 2002 TO AUGUST 31, 2007, (BEING THE LAST FIVE YEARS OF
     THE TERM) BOTH

                                      -2-

<PAGE>

     INCLUSIVE, THE SUM OF ONE MILLION, ONE HUNDRED AND SEVEN THOUSAND, FOUR
     HUNDRED AND EIGHT DOLLARS ($1,107,408.00) PER ANNUM PAYABLE IN EQUAL
     MONTHLY INSTALMENTS OF NINETY TWO THOUSAND, TWO HUNDRED AND EIGHTY FOUR
     DOLLARS ($92,284.00) EACH IN ADVANCE ON THE FIRST DAY OF EACH CALENDAR
     MONTH DURING SUCH PERIOD of the Term.

The Net Rent FOR THE PERIOD OF THE TERM SET OUT IN SUBSECTION 2.02(a) is based
on an annual rate of TEN DOLLARS AND THIRTY CENTS ($10.30) per square foot of
Rentable Area of the Premises. THE NET RENT FOR THE PERIOD OF THE TERM SET OUT
IN SUBSECTION 2.02(b) IS BASED ON AN ANNUAL RATE OF TEN DOLLARS AND THIRTY CENTS
($10.30) PER SQUARE FOOT OF THE RENTABLE AREA OF THE PREMISES (OTHER THAN THE
FIRST ADDITIONAL PREMISES) AND TWELVE DOLLARS AND TWENTY-FIVE CENTS ($12.25) PER
SQUARE FOOT OF THE RENTABLE AREA OF THE FIRST ADDITIONAL PREMISES. THE NET RENT
FOR THE PERIOD OF THE TERM SET OUT IN SUBSECTION 2.02(c) IS BASED ON AN ANNUAL
RATE OF TWELVE DOLLARS ($12.00) PER SQUARE FOOT OF THE RENTABLE AREA OF THE
PREMISES (OTHER THAN THE FIRST ADDITIONAL PREMISES) AND TWELVE DOLLARS AND FIFTY
CENTS ($12.50) PER SQUARE FOOT OF THE RENTABLE AREA OF THE FIRST ADDITIONAL
PREMISES. As soon as reasonably possible after completion of construction of the
Premises, the xxxxxxxxxx ARCHITECT shall measure the Net Rentable Area of the
Premises and shall xxxxxxxxxxx CERTIFY TO THE TENANT the Rentable Area of the
Premises and Rent shall be adjusted accordingly.

SECTION 2.03 PAYMENT OF OPERATING COSTS

The Tenant shall pay to the Landlord the Tenant's Proportionate Share of
Operating Costs.

SECTION 2.04 PAYMENT OF TAXES

(a)  The Tenant shall pay when due all Business Tax.  If the Tenant's Business
     Tax is payable by the Landlord to the relevant taxing authority, the Tenant
     shall pay the amount thereof to the Landlord or as it directs. If no
     separate tax bills for Business Tax are issued with respect to the Tenant
     or the Premises, the Landlord may allocate Business Tax charged, assessed
     or levied against the Development or the Lands to the Tenant on the basis
     of the Tenant's Proportionate Share.

(b)  The Landlord shall allocate Taxes between the Total Rentable Area of the
     Development and other components of the Development on such basis as the
     Landlord, acting equitably, determines from time to time.

(c)  The Tenant shall promptly pay to the Landlord or the relevant taxing
     authority, as the Landlord may direct, not later than the due date thereof,
     its Proportionate Share of the Taxes allocated to the Total Rentable Area
     of the Building by the Landlord.

(d)  If the Landlord obtains a written statement OR SEPARATE ASSESSMENT from the
     assessment or taxing authorities indicating that as a result of any
     construction or installation of improvements in the Premises, or any act or
     election of the Tenant, the Taxes payable by the Tenant under subsection
     2.05(a) do not accurately reflect the Tenant's proper share of Taxes, the
     Landlord may require the Tenant to pay such greater or lesser amount as is
     determined by the Landlord, acting reasonably. THE LANDLORD SHALL APPLY
     THIS PRINCIPLE TO ALL OTHER TENANTS ONLY FOR THE PURPOSE OF DETERMINING THE
     TENANT'S SHARE OF TAXES IF THE TENANT'S SHARE OF TAXES IS NOT BASED UPON
     SEPARATE ASSESSMENTS.

(e)  The Landlord may: contest any Taxes and appeal any assessments with respect
     thereto; withdraw any such contest or appeal; and agree with the taxing
     authorities on any settlement or compromise with respect to Taxes. The
     Tenant will co-operate with the Landlord in respect of any such contest or
     appeal and will provide the Landlord with all relevant information,
     documents and consents required by the Landlord in connection with any such
     contest or appeal. The Tenant will not contest any Taxes or appeal any
     assessments related thereto without the Landlord's prior written consent
     NOT TO BE UNREASONABLY WITHHELD.

                                      -3-

<PAGE>

(f)  The Tenant shall promptly deliver to the Landlord on request, copies of
     assessment notices, tax bills and other documents received by the Tenant
     relating to Taxes and Business Tax and receipts for payment of Taxes and
     Business Tax payable by the Tenant.

(g)  Tenant shall on demand, pay to the Landlord or to the appropriate taxing
     authority if required by the Landlord, all goods and services taxes, sales
     taxes, value added taxes, business transfer taxes, or any other taxes
     imposed on the Landlord with respect to Rent or in respect of the rental of
     space under this LEASE, whether characterized as a goods and services tax,
     sales tax, value added tax, business transfer tax or otherwise. The
     Landlord shall have the same remedies and rights with respect to the
     payment or recovery of such taxes as it has for the payment or recovery of
     Rent under this xxxxxxxx LEASE.

(h)  THE LANDLORD ACKNOWLEDGES THAT TO THE BEST OF ITS KNOWLEDGE THAT AS OF
     MARCH 24, 1997 THERE ARE NO LEVIES, ASSESSMENTS, TAXES OR CHARGES
     ATTRIBUTABLE TO A LOCAL IMPROVEMENT AND THAT ARE IN DISPUTE. THE LANDLORD
     FURTHER ACKNOWLEDGES AND CONFIRMS THAT THE RATE PER SQUARE FOOT WITH
     RESPECT TO CAPITAL TAX REQUIRED TO BE PAID BY THE TENANT PURSUANT TO THIS
     LEASE, SHALL, THROUGHOUT THE TERM, NOT BE GREATER THAN THE RATE PER SQUARE
     FOOT FOR CAPITAL TAX REQUIRED TO BE PAID BY ANY OTHER TENANTS IN THE
     BUILDING.

(i)  SUBJECT TO THE LANDLORD'S STATUTORY AND OTHER LEGAL RIGHTS, THE LANDLORD
     SHALL PAY TAXES WHEN DUE.

SECTION 2.05 PAYMENT OF ESTIMATED TAXES AND OPERATING COSTS

(a)  The amount of Taxes and Operating Costs may be estimated by the Landlord
     for such period as the Landlord determines from time to time NOT EXCEEDING
     TWELVE MONTHS (UNLESS THE LANDLORD IS CHANGING ITS FISCAL YEAR), and the
     Tenant agrees to pay to the Landlord the amounts so estimated in equal
     instalments, in advance, on the first day of each month during such
     period. Notwithstanding the foregoing, when bills for all or any portion of
     the amounts so estimated are received, the Landlord may bill the Tenant for
     the Tenant's Proportionate Share thereof (or the amount determined under
     Section 2.04(d)) after crediting against such amounts any monthly payments
     of estimated Taxes and Operating Costs previously made by the Tenant and
     the Tenant shall pay the Landlord the amounts so billed.

(b)  Within xxxxxxxxxxxx xxxxx ONE HUNDRED AND TWENTY (120) DAYS after the end
     of the period for which such estimated payments have been made, the
     Landlord shall submit to the Tenant a REASONABLY DETAILED STATEMENT (TO
     ENABLE REASONABLE VERIFICATION BY THE TENANT AS TO ITS ACCURACY) showing
     the calculation of the Tenant's Proportionate Share of Taxes and Operating
     Costs together with a report from the Landlord's auditor as to the total
     amount of Operating Costs. SUCH STATEMENT SHALL BE DEEMED CERTIFIED CORRECT
     BY THE LANDLORD AND CONTAIN REASONABLE DETAILS OF OPERATING COSTS. If:

     (i)       the amount the Tenant has paid is less than the amounts due, the
               Tenant shall pay such deficiency to the Landlord; or

     (ii)      the amount paid by the Tenant is greater than the amounts due,
               the Landlord shall pay such excess to the Tenant.

     The obligations contained in this subsection shall survive the expiration
     or earlier termination of the Term. Failure of the Landlord to render any
     statement of Taxes or Operating Costs shall not prejudice the Landlord's
     right to render such statement thereafter or with respect to any other
     period. The rendering of any such statement shall also not affect the
     Landlord's right to subsequently render an amended or corrected statement
     WITHIN THE LESSER OF TWO (2) YEARS AFTER THE END OF EACH FISCAL YEAR OR THE
     SALE OF THE DEVELOPMENT BY THE LANDLORD.

                                      -4-

<PAGE>

SECTION 2.06 ADDITIONAL RENT

Except as otherwise provided in this Lease, all Additional Rent shall be payable
by the Tenant to the Landlord within 5 business days after demand.

SECTION 2.07 RENT PAST DUE

All Rent past due shall bear interest from the date on which the same became due
until the date of payment at xxxx 2% per annum in excess of the prime interest
rate for Canadian Dollar demand loans announced from time to time by any
Canadian chartered bank designated by the Landlord.

SECTION 2.08 UTILITIES

(a)  The Tenant shall pay to the Landlord, or as the Landlord directs, all gas,
     electricity, water, steam and other utility charges applicable to the
     Premises (EXCLUDING CHARGES FOR HVAC DURING NORMAL BUSINESS HOURS WHICH ARE
     INCLUDED IN OPERATING COSTS) on the basis of the Rentable Area of the
     Premises. Charges for utilities shall be payable in advance on the first
     day of each month at a basic rate determined by the Landlord's engineers.
     xxxxx  UNLESS SEPARATELY METERED, THE Landlord shall be entitled to
     allocate to the Premises an additional charge, as determined by the
     Landlord's engineer, for any supply of utilities to the Premises in excess
     of those covered by such basic charge DURING NORMAL BUSINESS HOURS. If any
     utility rates or related taxes or charges are increased or decreased during
     the Term, such charges shall be equitably adjusted and the decision of the
     Landlord, acting reasonably, shall be final and binding with respect to any
     such adjustment. THE LANDLORD AGREES THAT DIRECT CHARGES TO OTHER TENANTS
     FOR UTILITIES, IF NOT SEPARATELY METERED, WILL BE FAIR AND EQUITABLE HAVING
     REGARD TO EACH TENANT'S USAGE.

(b)  The Landlord shall have the exclusive right AND OBLIGATION to replace
     STANDARD bulbs, tubes and ballasts in the lighting system in the Premises,
     on either an individual or a group basis. The Tenant shall pay the
     REASONABLE cost of such replacement on the first day of each month or at
     the option of the Landlord upon demand. AS OF THE DATE OF THIS LEASE, THE
     COST OF A STANDARD LIGHT BULB OR FLUORESCENT TUBE IS $2.04 PER BULB OR TUBE
     (PLUS APPLICABLE TAXES).

(c)  THE LANDLORD AND TENANT SHALL SHARE EQUALLYxxxx xxx xxxxxx xxxxx xxxx the
     cost of installing and maintaining any meters xxxxxxxxxx AND TIMERS USED IN
     CONNECTION WITH SUCH METERS INSTALLED FROM AND AFTER THE DATE OF THE LEASE
     at the request of the Landlord or the Tenant to measure the usage of
     utilities in the Premises.

SECTION 2.09 ADJUSTMENT OF AREAS

The Landlord may from time to time re-measure the Net Rentable Area of the
Premises or re-calculate the Rentable Area of the Premises and may re-adjust the
Net Rent and/or the Tenant's Proportionate Share of Additional Rent accordingly.
The effective date of any such re-adjustment shall: (a) in the case of an
adjustment to the Rentable Area resulting from a change in the aggregate Net
Rentable Area of all office premises on the floor on which the Premises are
situated, be the date on which such change occurred; and (b) in the case of a
correction to any measurement or calculation error, be the date as of which such
error was introduced in the calculation of Rent.

SECTION 2.10 NET LEASE

This Lease is a completely net lease to the Landlord, except as expressly herein
set out.  The Landlord is not responsible for any expenses or outlays of any
nature arising from or relating to the Premises, or the use or occupancy
thereof, or the contents thereof or the business carried on therein EXCEPT AS
EXPRESSLY SET OUT HEREIN. The Tenant shall pay all charges, impositions and
outlays of every nature and kind relating to the Premises except as expressly
herein set out.

                                      -5-

<PAGE>

SECTION 2.11 DEPOSIT

The Landlord hereby acknowledges receipt of the Tenant's deposit cheque in
the sum of xxxFORTY SEVEN THOUSAND, FOUR HUNDRED AND SEVENTY-SIX DOLLARS AND
TWENTY-NINE CENTS ($47,476.29) which will be applied without interest against
the first Rent due under this Lease.

SECTION 2.12 ELECTRONIC DATA INTERCHANGE

At the Landlord's request AND UPON THE MUTUAL AGREEMENT OF THE LANDLORD AND
TENANT, BOTH ACTING REASONABLY, the Tenant will participate in an electronic
data interchange ("EDI") system or similar system whereby the Tenant will
authorize its bank, trust company, credit union or other financial institution
to credit the Landlord's bank account each month in an amount equal to the Net
Rent and Additional Rent payable on a monthly basis pursuant to the provisions
of this Lease.

SECTION 2.13 ADDITIONAL RENT ESTIMATE

THE LANDLORD ESTIMATES ADDITIONAL RENT FOR THE LANDLORD'S FISCAL YEAR COMMENCING
NOVEMBER 1, 1996 AND ENDING OCTOBER 31, 1997 TO BE $6.34 PER SQUARE FOOT OF
RENTABLE AREA FOR OPERATING COSTS AND $0.86 PER SQUARE FOOT OF RENTABLE AREA FOR
TENANT HYDRO-ELECTRIC CHARGES. THE LANDLORD'S ESTIMATE FOR TAXES FOR THE
CALENDAR YEAR 1997 IS $6.74 PER SQUARE FOOT OF RENTABLE AREA. THE TENANT
ACKNOWLEDGES THAT THE FOREGOING AMOUNTS ARE ESTIMATES ONLY AND ARE ONLY PROVIDED
FOR BUDGETARY PURPOSES.

                         ARTICLE III - CONTROL OF DEVELOPMENT

SECTION 3.01 LANDLORD'S SERVICES

(a)  The Landlord shall provide climate control to the Premises during Normal
     Business Hours to maintain a temperature adequate for normal occupancy,
     except during the making of repairs, alterations or improvementsxxx
     provided that the Landlord shall have no liability for failure to supply
     climate control service when stopped as aforesaid or when prevented from
     doing so by repairs, or causes beyond the Landlord's reasonable control.
     Any rebalancing of the climate control system (OTHER THAN INITIAL
     REBALANCING PRIOR TO THE COMMENCEMENT DATE AS PART OF LANDLORD'S WORK SET
     OUT IN SECTION 12.02) in the Premises necessitated by the installation of
     partitions, equipment or fixtures by the Tenant or by any use of the
     Premises not in accordance with the design standards of such system will be
     performed by the Landlord at the Tenant's expense. IN THE EVENT THE TENANT
     REQUIRES CLIMATE CONTROL OUTSIDE OF NORMAL BUSINESS HOURS, THE LANDLORD
     SHALL, ON REQUEST BY THE TENANT, MAKE SUCH CLIMATE CONTROL AVAILABLE AT A
     COST DURING THE WHOLE OF THE TERM, OF FORTY DOLLARS ($40.00) PER HOUR PLUS
     APPLICABLE TAXES.

(b)  Subject to the Rules and Regulations, the Landlord shall provide elevator
     service in the Building during Normal Business Hours for use by the Tenant
     in common with others, except when prevented by repairs. The Landlord will
     operate at least one passenger elevator in the Building for use by tenants
     at all times OR SUCH ADDITIONAL ELEVATORS AS MAY BE REASONABLY REQUIRED.
     SUBJECT TO THE RULES AND REGULATIONS, THE LANDLORD SHALL PERMIT THE TENANT
     ACCESS AT ALL TIMES TO THE PREMISES BY WAY OF THE MAIN ENTRANCE OR
     ENTRANCES OF THE BUILDING AND TO USE AVAILABLE ELEVATORS, STAIRWAYS AND
     PASSAGES AT ALL TIMES SUBJECT TO EMERGENCY REPAIR AND THE LANDLORD'S
     SECURITY REQUIREMENTS FROM TIME TO TIME.

(c)  The Landlord will provide cleaning services in the Building consistent with
     the standards of a first class office building.

(d)  Subject to Section 2.08, the Landlord shall make available to the Premises
     electricity for normal lighting and miscellaneous power requirements and,
     in normal quantities gas, water, and other public utilities generally made
     available to other leasable premises in the Building

                                      -6-

<PAGE>

     by the Landlord.

(e)  THE LANDLORD REPRESENTS THAT AS OF THE DATE OF THIS LEASE THERE ARE NO
     POLYCHLORINATED BIPHENYLS STORED IN THE BUILDING EXCEPT IN ACCORDANCE WITH
     ALL APPLICABLE ENVIRONMENTAL PROTECTION LEGISLATION. THE LANDLORD SHALL
     COMPLY WITH THE PROVISIONS OF ANY FEDERAL, PROVINCIAL, REGIONAL OR
     MUNICIPAL LAWS APPLICABLE TO THE DEVELOPMENT WITH RESPECT TO MAINTAINING A
     CLEAN ENVIRONMENT SUBJECT TO THE LANDLORD'S RIGHTS TO APPEAL UNDER ANY SUCH
     LAWS.

(f)  THE LANDLORD AGREES TO USE REASONABLE COMMERCIAL EFFORTS TO MINIMIZE
     OPERATING COSTS HAVING REGARD TO THE LANDLORD'S OBLIGATIONS PURSUANT TO
     THIS LEASE AND TO OTHER TENANTS IN THE DEVELOPMENT AND THE FIRST CLASS
     NATURE OF THE DEVELOPMENT.

SECTION 3.02 ALTERATIONS BY LANDLORD

The Landlord may:

(a)  alter, add to, subtract from, construct improvements to, rearrange, and
     build additional buildings in the Development;

(b)  construct additional facilities adjoining or near the Development;

(c)  build additional storeys on the Building;

(d)  relocate the facilities and improvements comprising the Developmentxxxx
     xxxxxx xx xxxxx xxx xx xxxxx xx xxx xxxxxx xxxxxxxx EXCLUDING ANY PORTION
     OF THE PREMISES:

(e)  do such things on, or in the Development as are required to comply with any
     laws, by-laws, regulations, orders or directives affecting the Development;
     and

(f)  do such other things on or in the Development as the Landlord, in the use
     of good business judgment AND HAVING REGARD TO THE FIRST CLASS STANDARD OF
     THE DEVELOPMENT determines to be advisable;

provided that notwithstanding anything contained in this Section, access to the
Premises shall at all times be available from the elevator lobbies of the
Building.

The Landlord shall not be in breach of its covenant for quiet enjoyment or
liable for any loss, costs or damages, whether direct or indirect, incurred by
the Tenant due to THE LANDLORD EXERCISING ITS RIGHTS IN ACCORDANCE WITH any of
the foregoing.

                            ARTICLE IV - ACCESS AND ENTRY

SECTION 4.01 RIGHT OF EXAMINATION

The Landlord shall be entitled at all reasonable times (and at any time in case
of emergency) AND ON REASONABLE PRIOR NOTICE (EXCEPT IN CASE OF EMERGENCY) to
enter the Premises to examine them; to make such repairs, alterations or
improvements in the Premises as the Landlord considers REASONABLY necessary xxx
xxx; to have access to underfloor ducts and access panels to mechanical shafts;
to check, calibrate, adjust and balance controls and other parts of the heating
systems; and for any other purpose necessary to enable the Landlord to perform
its obligations or exercise its rights under this Lease. The Tenant shall not
obstruct any pipes, conduits or mechanical or electrical equipment so as to
prevent reasonable access thereto. The Landlord shall exercise its rights under
this Section, to the extent possible in the circumstances, in such manner so as
to minimize interference with the Tenant's use and enjoyment of the Premises.


                                      -7-


<PAGE>

SECTION 4.02 RIGHT TO SHOW PREMISES

The Landlord and its agents shall have the right ON REASONABLE PRIOR NOTICE to
enter the Premises at all reasonable times during Normal Business Hours to show
them to prospective purchasers, or Mortgagees or prospective Mortgagees, and,
during the last six months of the Term (or the last six months of any renewal
term if this Lease is renewed), to prospective tenants.

SECTION 4.03 ENTRY NOT FORFEITURE

No entry into the Premises or anything done therein by the Landlord pursuant to
a right granted by this Lease shall constitute a breach of any covenant for
quiet enjoyment, or (except where expressed by the Landlord in writing) shall
constitute a re-entry or forfeiture, or an actual or constructive eviction. The
Tenant shall have no claim for injury, damages or loss suffered as a result of
any such entry or thing, except in the case of ILLEGAL OR willful misconduct by
the Landlord in the course of such entry, but the Landlord shall in no event be
responsible for the acts or negligence of any Persons providing cleaning REPAIR
OR MAINTENANCE services in the Building. LANDLORD SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO ENSURE THAT ALL PERSONS PROVIDING SUCH SERVICES AND ALL OF
ITS EMPLOYEES ARE BONDED OR OTHERWISE INSURED BY WAY OF COMPARABLE COVERAGE.

                   ARTICLE V - MAINTENANCE, REPAIRS AND ALTERATIONS

SECTION 5.01 MAINTENANCE BY LANDLORD

(a)  The Landlord covenants to keep the following in good repair, ORDER AND
     CONDITION as a prudent owner IN ACCORDANCE WITH FIRST CLASS OFFICE BUILDING
     STANDARDS:

     (i)    the structure of the xxxxxxxxxx DEVELOPMENT including exterior
            walls, WINDOWS and roofs;

     (ii)   the mechanical, electrical and other base building systems xxx and
            WASHROOMS: AND

     (iii)  the entrance, lobbies, plazas, stairways, corridors, parking areas
            and other facilities from time to time provided for use in common by
            the Tenant and other tenants of the xxxxxxxxxx DEVELOPMENT.

     If such maintenance or repairs are required by law due to the business
     carried on by the Tenant (OTHER THAN THE USES PERMITTED UNDER SECTION
     1.04), then the full cost of such maintenance and repairs plus a sum equal
     to xxxxx 10% of such cost representing the Landlord's overhead, shall be
     paid by the Tenant to the Landlord.

(b)  The Landlord shall not be responsible for any damages caused to the Tenant
     by reason of failure of any equipment or facilities serving the Development
     or delays in the performance of any work for which the Landlord is
     responsible under this Lease SAVE AND EXCEPT ONLY THE NEGLIGENCE OF THE
     LANDLORD. The Landlord shall have the right to stop, interrupt or reduce
     any services, systems or utilities provided to, or serving the Development
     or Premises to perform repairs, alterations or maintenance or to comply
     with laws or regulations, or binding requirements of its insurers, or for
     causes beyond the Landlord's reasonable control or as a result of the
     Landlord exercising its rights under Section 3.02. The Landlord shall not
     be in breach of its covenant for quiet enjoyment or liable for any loss,
     cost or damages, whether direct or indirect, incurred by the Tenant due to
     any of the foregoing, but the Landlord shall make reasonable BEST efforts
     to restore the services, utilities or systems so stopped, interrupted or
     reduced AS EXPEDITIOUSLY AS POSSIBLE.

(c)  If the Tenant fails to carry out any maintenance, repairs or work required
     to be carried out by it under this Lease to the reasonable satisfaction of
     the Landlord AND SUCH IS AN EVENT OF DEFAULT, the Landlord may at its
     option carry out such maintenance or repairs without any

                                      -8-

<PAGE>

     liability for any resulting damage to the Tenant's property or business.
     The cost of such work, plus a sum equal to xxxxx 10% of such cost
     representing the Landlord's overhead, shall be paid by the Tenant to the
     Landlord.

SECTION 5.02 MAINTENANCE BY TENANT; COMPLIANCE WITH LAWS

(a)  The Tenant shall at its sole cost repair and maintain the Premises
     exclusive of base building mechanical and electrical systems, all to a
     standard consistent with a first class office building, with the exception
     only of those repairs which are the obligation of the Landlord under this
     Leasexxx AND subject to Article VII. The Landlord may ON REASONABLE PRIOR
     NOTICE (EXCEPT IN CASE OF AN EMERGENCY) enter the Premises at all
     reasonable times to view their condition and the Tenant shall maintain and
     keep the Premises in good and substantial repair according to notice in
     writing. At the expiration or earlier termination of the Term, the Tenant
     shall surrender the Premises to the Landlord in as good condition and
     repair as the Tenant is required to maintain the Premises throughout the
     Term SUBJECT TO ARTICLE VII.

(b)  The Tenant shall, at its own expense, promptly comply with all laws,
     by-laws, government orders and with all reasonable requirements or
     directives of the Landlord's insurers affecting the Premises or their use,
     repair or alteration UNLESS SUCH ARE THE LANDLORD'S RESPONSIBILITY UNDER
     THIS LEASE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE TENANT
     SHALL COMPLY WITH THE PROVISIONS OF ANY FEDERAL, PROVINCIAL, REGIONAL OR
     MUNICIPAL LAWS APPLICABLE TO THE TENANT AND THE PREMISES WITH RESPECT TO
     MAINTAINING A CLEAN ENVIRONMENT (SUBJECT TO THE TENANT'S RIGHTS TO APPEAL
     UNDER ANY SUCH LAWS). ON TERMINATION OF THE LEASE, THE TENANT SHALL LEAVE
     THE PREMISES IN A CLEAN AND TIDY CONDITION FREE OF ANY ENVIRONMENTAL
     CONTAMINATION THAT DID NOT EXIST AS AT THE BEGINNING OF THE FIXTURING
     PERIOD AND THAT RESULTED FROM THE TENANT'S OCCUPATION OR USE OF THE
     PREMISES.

SECTION 5.03 APPROVAL OF TENANT'S ALTERATIONS

(a)  No Alterations shall be made to the Premises without the Landlord's written
     approval. The Tenant shall submit to the Landlord details of the proposed
     work including drawings and specifications prepared by qualified architects
     or engineers conforming to good engineering practice. THE LANDLORD SHALL
     RESPOND TO THE TENANT'S REQUEST FOR APPROVAL WITHIN SEVEN (7) DAYS
     FOLLOWING RECEIPT OF ALL REQUIRED DRAWINGS, SPECIFICATIONS AND OTHER
     DETAILS. All such Alterations shall be performed:

     (i)    at the sole cost of the Tenant;

     (ii)   by contractors and workmen approved by the Landlord IN WRITING, SUCH
            APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED;

     (iii)  in a good and workmanlike manner;

     (iv)   in accordance with drawings and specifications approved by the
            Landlord, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED;

     (v)    in accordance with all applicable legal and insurance requirements;

     (vi)   subject to the reasonable regulations, supervision, control and
            inspection of the Landlord; and

     (vii)  IF THE LANDLORD, ACTING REASONABLY, DETERMINES THAT THE TENANT'S
            FINANCIAL ABILITY TO PERFORM OR PAY FOR SUCH ALTERATIONS IS NOT
            SATISFACTORY, subject to such indemnification against liens and
            expenses as the Landlord reasonably requires.

                                      -9-

<PAGE>

     The Landlord's reasonable cost of supervising all such work shall be paid
     by the Tenant OTHER THAN THE TENANT'S INITIAL WORK CARRIED OUT PURSUANT TO
     SECTION 12.03 IN RESPECT OF THE PREMISES, THE FIRST ADDITIONAL PREMISES AND
     THE SPECIAL REFUSAL SPACE (IF APPLICABLE).

(b)  If the Alterations would affect the structure of the Building or any of the
     electrical, plumbing, mechanical, heating, ventilating or air conditioning
     systems or other base building systems, such work shall at the option of
     the Landlord be performed by the Landlord ON A COMPETITIVE PRICE BASIS at
     the Tenant's cost. On completion of such work, the cost of the work plus a
     sum equal to xxxxx 10% of said cost representing the Landlord's overhead,
     shall be paid to the Landlord. WITH RESPECT TO ALTERATIONS THAT WOULD
     AFFECT ANY OF THE ELECTRICAL, PLUMBING, MECHANICAL, HEATING, VENTILATING OR
     AIR CONDITIONING SYSTEMS OR OTHER BASE BUILDING SYSTEMS OF THE BUILDING,
     THE LANDLORD, DESPITE THE FOREGOING PROVISION OF THIS SECTION 5.03(b) IN
     RESPECT OF SUCH SYSTEMS, WILL NOT UNREASONABLY WITHHOLD ITS APPROVAL TO THE
     TENANT CARRYING OUT WORK IN ACCORDANCE WITH ANY REASONABLE CRITERIA OF THE
     LANDLORD FOR CARRYING OUT SUCH WORK.

(c)  If the Tenant installs Leasehold Improvements, or makes Alterations which
     depart from the Building standard and which restrict access by the Landlord
     to any Building system, or which restrict the installation of the leasehold
     improvements of any other tenant in the Building AND SUCH HAVE NOT BEEN
     APPROVED BY THE LANDLORD OR REFERRED TO IN ANY PLANS SO APPROVED, then the
     Tenant shall be responsible for all costs incurred by the Landlord in
     obtaining access to such Building system, or in installing such other
     tenant's leasehold improvements.

SECTION 5.04 REPAIR WHERE TENANT AT FAULT

Notwithstanding any other provisions of this Lease but subject to Section xxxxxx
6.08, if the Development is damaged or destroyed or requires repair, replacement
or alteration as a result of the act or omission of the Tenant, its employees,
agents, invitees, licensees, contractors or others for whom it is in law
responsible, the cost of the resulting repairs, replacements or alterations plus
a sum equal to xxxxx 10% of such cost representing the Landlord's overhead,
shall be paid by the Tenant to the Landlord.

SECTION 5.05 REMOVAL OF IMPROVEMENTS AND FIXTURES

All Leasehold Improvements (other than Trade Fixtures) shall immediately upon
their placement become the Landlord's property without compensation to the
Tenant. Except as otherwise agreed by the Landlord in writing, no Leasehold
Improvements shall be removed from the Premises by the Tenant either during or
at the expiry or sooner termination of the Term except that:

(a)  the Tenant may, during the Term, in the usual course of its business,
     remove its Trade Fixtures, provided xxxxx xxx xxxxxxx THERE is not xxx
     xxxxxxx xxxxx xxxx xxxxxxx AN EVENT OF DEFAULT; and

(b)  the Tenant shall, at the expiration or earlier termination of the Term, at
     its sole cost remove its Trade Fixtures from the Premises, failing which,
     at the option of the Landlord, the Trade Fixtures shall become the property
     of the Landlord and may be removed from the Premises and sold or disposed
     of by the Landlord in such manner as it deems advisable; and

(c)  the Tenant shall NOT, at the expiration or earlier termination of the Term,
     xxx xxx xxxx xxxxx BE REQUIRED TO remove xxxxxx ANY of xxxxx ITS Leasehold
     Improvements in the Premises xxx xxx xxx  xx xx  xxxx OR restore the
     Premises xxx xxx  xxxx xx xxx xxxxx xxx xxx x xxx xx xxx xxx xxx xxx  xx
     xxx xx  xxx xxx xxxxx xxxxx xxx xxx xxxxxx xxxxx xxxxxx xxxxxxxx xx xxx
     xxxxxxxx xxx xxx xxxxx xxx xxx xxxx xxxxx xx xxxxxxxxx xxxxx xxx
     xxxxxxxxxxx xx xxx xxxx xxx xxxxx xxxx xx xxx  xxxxxx xxx xxxxxx xxxxxx xx
     xxx xx xxxx xxx xxxxx xxx xxxxxx xxxxx xx xxxx xxxx xxxx xx xxxx xxx

                                      -10-

<PAGE>

     xxxxxxxx xx  xxx    xxxxx xxx xxxxxx xxxxx xxx xx xxx  xxx xxxx xxx xxxx
     xxxx xxx xxxxx xxx xx xx xxxx xxxxx xxx xxxx xxxxx xx xxxxxxxxxx xx xxxxxxx
     xxxxxx xxx xxxx xxxxx xxx xxxxxx xx xxxxxxx xxxxxxxxxxx xx xxx xxxxx xxxxx
     xxx xx xxxxxx xx xxx  xx xxx xxxxxxxxxx xxxxxxxx xx xxx xx xxx  xxx xxx
     xxxx xx xxx xx xxx PROVIDED THAT THE TENANT SHALL LEAVE THE PREMISES IN
     GOOD AND SUBSTANTIAL REPAIR AND SHALL REPAIR ALL DAMAGE IN ACCORDANCE WITH
     ITS OBLIGATIONS UNDER THE LEASE BUT SUBJECT TO ARTICLE VII.

SECTION 5.06 LIENS

The Tenant shall promptly pay for all materials supplied and work done in
respect of the Premises so as to ensure that no lien is registered against any
portion of the Development or against the Landlord's or Tenant's interest
therein. If a lien is registered or filed, the Tenant shall discharge xxxxxxxx
OR VACATE IT AT ITS EXPENSE AS EXPEDITIOUSLY AS POSSIBLE AND IN ANY EVENT WITHIN
TEN (10) DAYS OF WRITTEN NOTICE FROM THE LANDLORD ADVISING OF SUCH LIEN, failing
which the Landlord may at its option xxxxxx VACATE the lien by paying the amount
claimed to be due into court xxx and the amount so paid and all expenses of the
Landlord including legal fees (on a solicitor and client basis) shall be paid by
the Tenant to the Landlord.

SECTION 5.07 NOTICE BY TENANT

The Tenant shall notify the Landlord of any accident, defect, damage or
deficiency in any part of the Premises or the Development which comes to the
attention of the Tenant, its employees or contractors notwithstanding that the
Landlord may have no obligation in respect thereof.

                         ARTICLE VI - INSURANCE AND INDEMNITY

SECTION 6.01 TENANT'S INSURANCE

(a)  The Tenant shall maintain the following insurance throughout the Term at
     its sole cost:

     (i)    "All Risks" (including flood and earthquake) property insurance with
            reasonable deductibles, naming the Landlord, the owners of the
            Development and the Mortgagee as xxxxxxxx xxxxxxxx xxx xxx xxxxxx
            xxxxx xxx xxxxxxxx xxx xxxx xxx xxx xxxxxxx xxxxx xxx xxxx xxx xx
            xxx ADDITIONAL INSURED PARTIES and (except with respect to the
            Tenant's TRADE FIXTURES AND chattels) incorporating the Mortgagee's
            standard mortgage clause. Such insurance shall insure:

            (1)     xx xxxxx xxxx xxxxx xx xxx xxxx xxx TENANT'S TRADE FIXTURES,
                    EQUIPMENT AND LEASEHOLD IMPROVEMENTS for which the Tenant is
                    legally liable located on or in the Development xxxx in an
                    amount equal to not less than 90% of the hill replacement
                    cost thereof, subject to a stated amount co-insurance
                    clause; and

            (2)     xxxxxx  BUSINESS INTERRUPTION insurance in such amount as
                    will reimburse the Tenant for loss attributable to all
                    perils referred to in this paragraph 6.01(a)(i) or resulting
                    from prevention of access to the Premises.

     (ii)   Comprehensive general liability insurance which includes the
            following coverages:

                                      -11-

<PAGE>

            owners protective; personal injury; occurrence property damage; and
            employers and blanket contractual liability. Such policies shall
            contain inclusive limits of not less than $5,000,000, provide for
            cross liability, and name the Landlord as an ADDITIONAL insured.

    (iii)   Tenant's "all risks" legal liability insurance for the replacement
            cost value of the Premises;

     (iv)   Automobile liability insurance on a non-owned form including
            contractual liability, and on an owner's form covering all licensed
            vehicles operated by or on behalf of the Tenant, which insurance
            shall have inclusive limits of not less than $1,000,000; and

     (v)    Any other form of insurance which the Tenant or the Landlord, acting
            reasonably, or the Mortgagee REASONABLY requires from time to time
            in form, in amounts and for risks against which a prudent tenant
            would insure.

     SO LONG AS THE TENANT IS LOYALTY MANAGEMENT GROUP OF CANADA INC., A RELATED
     TRANSFEREE OR THE PURCHASER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
     THE TENANT, THE TENANT SHALL BE ENTITLED TO SELF INSURE WITH RESPECT TO
     BUSINESS INTERRUPTION INSURANCE PURSUANT TO SECTION 6.01(a)(i)(2) AND
     EMPLOYERS AND BLANKET CONTRACTUAL LIABILITY COVERAGE PURSUANT TO SECTION
     6.01(a)(ii), BUT SHALL BE DEEMED, FOR THE PURPOSES OF THIS LEASE, TO HAVE
     SATISFACTORILY TAKEN OUT SUCH INSURANCE COVERAGE.

(b)  All policies referred to in this Section 6.01 shall:

     (i)    be taken out with insurers reasonably acceptable to the Landlord;

     (ii)   be in a form reasonably satisfactory to the Landlord;

    (iii)   IN RESPECT OF PROPERTY INSURANCE UNDER SECTION 6.01(a)(i) AND IN
            RESPECT OF INSURANCE UNDER SECTION 6.01(a)(ii) FOR OCCURRENCES ONLY
            WITHIN THE PREMISES, be non-contributing with, and shall apply only
            as primary and not as excess to any other insurance available to the
            Landlord;

     (iv)   not be invalidated as respects xxxxx ANY interests of the Landlord
            or the Mortgagee by reason of any breach of or violation of any
            warranty, representation, declaration or condition; and

     (v)    contain an undertaking by the insurers to notify the Landlord by
            registered mail not less than 30 days prior to any material change,
            cancellation or termination.

     Certificates of insurance xxx xxx xxxxxxxxxxx xxxxxxxx xxxxx or other proof
     of insurance as reasonably required by the Landlord, shall be delivered to
     the Landlord prior to the Commencement Date and from time to time,
     forthwith upon REASONABLE request. If the Tenant fails to take out or to
     keep in force any insurance referred to in this Section 6.01 or should any
     such insurance not be approved by either the Landlord or the Mortgagee and
     should the Tenant not commence to diligently rectify (and thereafter
     proceed to diligently rectify) the situation within xxx xxxxxx FIVE (5)
     DAYS after written notice by the Landlord to the Tenant (stating, if the
     Landlord or the Mortgagee, from time to time, does not approve of such
     insurance, the reasons therefor) the Landlord has the right without
     assuming any obligation in connection therewith, to effect such insurance
     at the sole cost of the Tenant and all outlays by the Landlord shall be
     paid by the Tenant to the Landlord without prejudice to any other rights or
     remedies of the Landlord under this Lease.

                                      -12-

<PAGE>

SECTION 6.02 INCREASE IN INSURANCE PREMIUMS

The Tenant shall not keep or use in the Premises any article which may be
prohibited by any fire insurance policy in force from time to time covering the
Premises or the Building. If:

(a)  the IMPROPER conduct of business in, or use or manner of use of the
     Premises;

(b)  or any acts or omissions of the Tenant in the Development or any part
     thereof;

cause or result in any increase in premiums for any insurance carried by the
Landlord with respect to the Development, the Tenant shall pay any such increase
in premiums.

In determining whether increased premiums are caused by or result from the use
or occupancy of the Premises, a schedule issued by the organization computing
the insurance rate on the Development showing the various components of such
rate, shall be conclusive evidence of the items and charges which make up such
rate.

SECTION 6.03 CANCELLATION OF INSURANCE

If any insurer under any insurance policy covering any part of the Development
or any occupant thereof cancels or threatens to cancel its insurance policy or
reduces or threatens to reduce coverage under such policy by reason of the
IMPROPER use of the Premises by the Tenant or by any assignee or subtenant of
the Tenant, or by anyone permitted by the Tenant to be upon the Premises, the
Tenant shall remedy such condition within xxx xxxxxx FIVE (5) DAYS after notice
thereof by the Landlord.

SECTION 6.04 LOSS OR DAMAGE

The Landlord shall not be liable for any death or injury arising from or out of
any occurrence in, upon, at, or relating to the Development or damage to
property of the Tenant or of others located on the Premises or elsewhere in the
Development, nor shall it be responsible for any loss of or damage to any
property of the Tenant or others from any cause, whether or not any such death,
injury, loss or damage results from the negligence of the Landlord, its agents,
employees, contractors, or others for whom it may, in law, be responsible SAVE
AND EXCEPT TO THE EXTENT SUCH LOSS, INJURY OR DAMAGE EXCEEDS INSURANCE PROCEEDS
THE TENANT RECEIVES OR OUGHT TO HAVE RECEIVED UNDER POLICIES OF INSURANCE
REQUIRED TO BE PLACED BY THE TENANT HEREUNDER. Without limiting the generality
of the foregoing, the Landlord, EXCEPT AS AFORESAID shall not be liable for any
injury or damage to Persons or property resulting from fire, explosion, falling
plaster, falling ceiling tile, falling fixtures, steam, gas, electricity, water,
rain, flood, snow or leaks from any part of the Premises or from the pipes,
sprinklers, appliances, plumbing works, roof, windows or subsurface of any floor
or ceiling of the Building or from the street or any other place or by dampness
or by any other cause whatsoever. The Landlord shall not be liable for any such
damage caused by other tenants or Persons on the Development or by occupants of
adjacent property thereto, or the public, or caused by construction or by any
private, public or quasi-public work. All property of the Tenant kept or stored
on the Premises shall be so kept or stored at the risk of the Tenant only and
the Tenant, EXCEPT AS AFORESAID, releases and agrees to indemnify the Landlord
and save it harmless from any claims arising out of any damage to the same
including, without limitation, any subrogation claims by the Tenant's insurers.

SECTION 6.05 LANDLORD'S INSURANCE

The Landlord shall throughout the Term carry:

(a)  insurance on the Building ON A 100% REPLACEMENT COST BASIS (excluding the
     foundations and excavations) and the machinery, boilers and equipment in or
     servicing the Building and owned by the Landlord or the owners of the
     Building (excluding any property which the Tenant and other tenants are
     obliged to insure under Section 6.01 or similar sections of their
     respective

                                      -13-

<PAGE>

     leases) against xx xxxx xxx xxxxxx "ALL RISKS" PROPERTY INSURANCE
     INCLUDING FLOOD, EARTHQUAKE AND COLLAPSE RESULTING FROM INSURED PERILS:

(b)  LOSS OF RENTAL INCOME INSURANCE INSURING RENTAL INCOME FOR A PERIOD OF NOT
     LESS THAN TWELVE (12) MONTHS:

(c)  COMPREHENSIVE GENERAL LIABILITY INSURANCE WHICH INCLUDES THE FOLLOWING
     COVERAGES: OWNER'S PROTECTIVE; PERSONAL INJURY; OCCURRENCE PROPERTY DAMAGE;
     AND EMPLOYERS AND BLANKET CONTRACTUAL LIABILITY with respect to the
     Landlord's operations in the Development xxxxxx IN AN AMOUNT OF NOT LESS
     THAN FIVE MILLION ($5,000,000.00) DOLLARS; AND

(d)  such other form or forms of insurance as the Landlord or the Mortgagee
     reasonably considers advisable.

Such insurance shall be in such reasonable amounts and with such reasonable
deductibles as would be carried by a prudent owner of a reasonably similar
development, having regard to size, age and location. LANDLORD SHALL PROVIDE THE
TENANT WITH CERTIFICATES OF INSURANCE ON REASONABLE REQUEST BY THE TENANT FROM
TIME TO TIME.

Notwithstanding the Landlord's covenant in this Section and notwithstanding any
contribution by the Tenant to the cost of the Landlord's insurance premiums, the
Tenant acknowledges and agrees that:

(i)       subject to Section xxxxxx 6.08, the Tenant is not relieved of any
          liability arising from or contributed to by its negligence or its
          willful act or omissions;

(ii)      no insurable interest is conferred upon the Tenant under any insurance
          policies carried by the Landlord; and

(iii)     the Tenant has no right to receive any proceeds of any insurance
          policies carried by the Landlord.

SECTION 6.06 INDEMNIFICATION OF THE LANDLORD

xxxxxxxxxxxxxxxx xxx xxxxx xxxxxxxxx xx xxxx xxxxxx SUBJECT TO SECTION 6.08, the
Tenant shall indemnify the Landlord and save it harmless from all loss
(including loss of Net Rent and Additional Rent) claims, actions, damages,
liability and expense in connection with loss of life, personal injury, damage
to property or any other loss or injury whatsoever arising out of this Lease, or
any occurrence in, upon or at the Premises, or the occupancy or use by the
Tenant of the Premises or any part thereof, or occasioned wholly or in part by
any NEGLIGENT act or omission of the Tenant or by anyone permitted to be on the
Premises by the Tenant EXCEPT TO THE EXTENT SUCH LOSS, INJURY OR DAMAGE WAS
CAUSED BY THE NEGLIGENCE OF THE LANDLORD OR THOSE FOR WHOM THE LANDLORD IS IN
LAW RESPONSIBLE. If the Landlord shall, without fault on its part, be made a
party to any litigation commenced by or against the Tenant, then the Tenant
shall protect, indemnify and hold the Landlord harmless in connection with such
litigation. The Landlord ACTING REASONABLY may, at its option, participate in
xxx xxxxxx xxxxxxxx xxx any litigation or settlement discussions relating to the
foregoing, or any other matter for which the Tenant is required to indemnify the
Landlord under this Lease.

SECTION 6.07 INDEMNIFICATION OF THE TENANT

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE AND SUBJECT TO SECTION
6.09, THE LANDLORD SHALL INDEMNIFY THE TENANT AND SAVE IT HARMLESS FROM ALL
CLAIMS, ACTIONS, DAMAGES, LIABILITIES AND EXPENSES IN CONNECTION WITH LOSS OF
LIFE, PERSONAL INJURY, DAMAGE TO PROPERTY OR ANY OTHER LOSS OR INJURY WHATSOEVER
TO THE EXTENT CAUSED OR OCCASIONED BY ANY NEGLIGENT ACT OR OMISSION OF THE
LANDLORD, OR PERSONS FOR WHOM THE LANDLORD IS IN LAW RESPONSIBLE IN, UPON OR AT
THE COMMON ELEMENTS OF THE BUILDING, EXCEPT TO THE EXTENT SUCH LOSS, INJURY OR
DAMAGES WAS CAUSED

                                      -14-

<PAGE>

BY the negligence of the Tenantxxxxxx xxxx xxx xxxxxx
xxxxxxxx xx xxxxxx xxxxxxx xxxx xxx xxxxxx xxxxxx xxx OR PERSONS FOR WHOM
THE TENANT IS IN LAW RESPONSIBLE.

SECTION 6.08 RELEASE BY THE LANDLORD

THE TENANT, AND PERSONS FOR WHOM IT IS IN LAW RESPONSIBLE, ARE NOT RESPONSIBLE
FOR ANY PART OF ANY LOSS OR DAMAGE TO PROPERTY OF THE LANDLORD THAT IS LOCATED
IN, OR AS PART OF THE DEVELOPMENT CAUSED BY ANY OF THE PERILS OR CAUSES FOR
WHICH THE LANDLORD IS REQUIRED UNDER SECTION 6.05 TO MAINTAIN INSURANCE.

SECTION 6.09 RELEASE BY THE TENANT

THE LANDLORD, AND PERSONS FOR WHOM IT IS IN LAW RESPONSIBLE, ARE NOT RESPONSIBLE
FOR ANY PART OF ANY LOSS OR DAMAGE TO PROPERTY OF THE TENANT THAT IS LOCATED IN,
OR AS PART OF THE PREMISES CAUSED BY ANY OF THE PERILS OR CAUSES FOR WHICH THE
TENANT IS REQUIRED UNDER SECTION 6.01 TO MAINTAIN INSURANCE.

                         ARTICLE VII - DAMAGE AND DESTRUCTION

SECTION 7.01 NO ABATEMENT

If the Premises, the Building or the Development are damaged or destroyed in
whole or in part by fire or any other occurrence, this Lease shall continue in
full force and effect and there shall be no abatement of Rent except as provided
in this Article VII.

SECTION 7.02 DAMAGE TO PREMISES

If the Premises are at any time destroyed or damaged as a result of fire or any
other casualty required to be insured against by the Landlord under this Lease
or otherwise insured against by the Landlord xxxx xxx xxxxxx xx xx xx xxx
xxxxxxxx then the following provisions shall apply:

(a)  if the Premises are rendered untenantable only in part, the Landlord shall
     diligently repair the Premises to the extent only of its obligations under
     Section 5.01 and xxxxx, PROVIDED THE LANDLORD, OR ITS ASSIGNEE OF INSURANCE
     PROCEEDS, RECEIVES SUFFICIENT FUNDS UNDER ITS RENTAL INCOME INSURANCE IT IS
     REQUIRED TO OBTAIN PURSUANT TO SECTION 6.05(b). Rent shall abate
     proportionately to the portion of the Premises rendered untenantable from
     the date of destruction or damage until the Landlord's repairs have been
     completed AND THE TENANT'S REPAIRS HAVE BEEN COMPLETED SUBJECT TO SECTION
     7.02(d);

(b)  if the Premises are rendered wholly untenantable, the Landlord shall
     diligently repair the Premises to the extent only of its obligations
     pursuant to Section 5.01 and xxxxx, PROVIDED THE LANDLORD, OR ITS ASSIGNEE
     OF INSURANCE PROCEEDS, RECEIVES SUFFICIENT FUNDS UNDER ITS RENTAL INCOME
     INSURANCE IT IS REQUIRED TO OBTAIN PURSUANT TO SECTION 6.05(b). Rent shall
     abate entirely from the date of destruction or damage until the Landlord's
     repairs have been completed AND THE TENANT'S REPAIRS HAVE BEEN COMPLETED
     SUBJECT TO SECTION 7.02(d);

(c)  if the Premises are not rendered untenantable in whole or in part, the
     Landlord shall diligently perform such repairs to the Premises to the
     extent only of its obligations under Section 5.01, but in such
     circumstances xxxxx Rent shall not terminate or abate;

(d)  upon being notified by the Landlord that the Landlord's repairs have been
     substantially completed, the Tenant shall WITHIN NINETY (90) DAYS (AS SUCH
     PERIOD MAY BE EXTENDED BY THE DURATION OF ANY DELAY CONTEMPLATED BY SECTION
     11.02), diligently perform all repairs to the Premises which are the
     Tenant's responsibility under Section 5.02xxx and all other work required
     to fully restore the Premises for use in the Tenant's business, in every
     case at the

                                      -15-

<PAGE>

     Tenant's cost and without any contribution to such cost by the
     Landlord, whether or not the Landlord has at any time made any contribution
     to the cost of supply, installation or construction of Leasehold
     Improvements in the Premises;

(e)  nothing in this Section shall require the Landlord to rebuild the Premises
     in the condition which existed before any such damage or destruction so
     long as the Premises as rebuilt will have reasonably similar facilities to
     those in the Premises prior to such damage or destruction, having regard,
     however, to the age of the Building at such time; and

(f)  PROVIDED THE LANDLORD HAS OBTAINED INSURANCE AS REQUIRED PURSUANT TO
     SECTION 6.05(a), nothing in this Section shall require the Landlord to
     undertake any repairs having a cost in excess of the insurance proceeds
     actually received by the Landlord with respect to such damage or
     destruction.

SECTION 7.03 RIGHT OF TERMINATION

Notwithstanding Section 7.02, if the damage or destruction which has occurred
in the Premises is such that in the reasonable opinion of the Landlord the
Premises cannot be rebuilt or made fit for the purposes of the Tenant within
xxxx 120 days of the happening of the damage or destruction, the Landlord OR
THE TENANT may, at its option, terminate this Lease on notice to the xxxxx
OTHER  given within 30 days after such damage or destruction. If THE DAMAGE
OR DESTRUCTION WHICH HAS OCCURRED IN THE PREMISES IS NOT AS A RESULT OF FIRE
OR ANY OTHER CASUALTY REQUIRED TO BE INSURED AGAINST BY THE LANDLORD UNDER
THIS LEASE OR OTHERWISE INSURED AGAINST BY THE LANDLORD AND THE COST OF
REPAIR IS IN EXCESS OF $100,000.00, THE LANDLORD OR THE TENANT MAY, AT THEIR
OPTION, TERMINATE THIS LEASE ON NOTICE TO THE OTHER GIVEN WITHIN THIRTY (30)
DAYS AFTER SUCH DAMAGE OR DESTRUCTION. BOTH THE LANDLORD AND THE TENANT AGREE
TO ACT IN A COMMERCIALLY REASONABLE MANNER IN EXERCISING THEIR OPTION TO
TERMINATE THIS LEASE PURSUANT TO THE PROVISIONS OF THIS SECTION 7.03 AND
LANDLORD AGREES THAT IT WILL NOT EXERCISE ITS OPTION TO TERMINATE PURSUANT TO
THIS SECTION 7.03 SOLELY TO DEPRIVE THE TENANT OF ITS INTEREST IN THIS LEASE
OR TO TERMINATE THIS LEASE IN A MANNER THAT IN DISCRIMINATORY AGAINST THE
TENANT IN RELATION TO ITS TREATMENT OF OTHER TENANTS IN THE DEVELOPMENT. IF
NO such notice of termination is given, THE LANDLORD SHALL REPAIR AND RENT
SHALL ABATE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7.02. IF ANY SUCH
NOTICE OF TERMINATION IS GIVEN, Rent shall be apportioned and paid to the
date of such damage or destruction and the Tenant shall immediately deliver
vacant possession of the Premises in accordance with the terms of this Lease
AND ALL PROCEEDS OF TENANT'S INSURANCE WITH RESPECT TO ITS CHATTELS AND TRADE
FIXTURES SHALL BE PAID TO THE TENANT. THE LANDLORD AGREES TO RELEASE ITS
INTEREST IN THE TENANT'S INSURANCE WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS
TO THE EXTENT THAT THE LANDLORD RECEIVES PROCEEDS FROM THE LANDLORD'S
INSURANCE TO COVER THE LOSS OF THE LEASEHOLD IMPROVEMENTS.

SECTION 7.04 DESTRUCTION OF BUILDING

(a)  Notwithstanding any other provision of this Lease, if

     (i)    35% or more of the Total Rentable Area of the Building is destroyed
            or damaged by any cause; or

     (ii)   35% or more of the Total Rentable Area of the Development is
            destroyed or damaged by any cause; or

     (iii)  portions of the Building or Lands which affect
            access or services essential thereto are damaged or destroyed; and

     in the reasonable opinion of the Landlord, cannot be reasonably repaired
     within 180 days after the occurrence of the damage or destruction; then,
     the Landlord may, by notice to the Tenant given within 30 days of such
     damage or destruction, terminate this Lease, in which event neither the
     Landlord nor the Tenant shall be bound to repair and the Tenant shall
     surrender the

                                      -16-

<PAGE>

     Premises to the Landlord within 30 days after delivery of its
     notice of termination and Rent shall be apportioned and paid to the date on
     which the Tenant delivers vacant possession of the Premises, subject to any
     abatement to which the Tenant may be entitled under Section 7.02 AND ALL
     PROCEEDS OF TENANT'S INSURANCE WITH RESPECT TO ITS CHATTELS AND TRADE
     FIXTURES SHALL BE PAID TO THE TENANT. THE LANDLORD AGREES TO RELEASE ITS
     INTEREST IN THE TENANT'S INSURANCE WITH RESPECT TO THE LEASEHOLD
     IMPROVEMENTS TO THE EXTENT THAT THE LANDLORD RECEIVES PROCEEDS FROM THE
     LANDLORD'S INSURANCE TO COVER THE LOSS OF THE LEASEHOLD IMPROVEMENTS. THE
     LANDLORD AGREES TO ACT IN A COMMERCIALLY REASONABLE MANNER IN EXERCISING
     ITS OPTION TO TERMINATE THIS LEASE PURSUANT TO THE PROVISIONS OF THIS
     SECTION 7.04(a) AND LANDLORD AGREES THAT IT WILL NOT EXERCISE ITS OPTION TO
     TERMINATE PURSUANT TO THIS SECTION 7.04(a) SOLELY TO DEPRIVE THE TENANT OF
     ITS INTEREST IN THIS LEASE OR TO TERMINATE THIS LEASE IN A MANNER THAT IS
     DISCRIMINATORY AGAINST THE TENANT IN RELATION TO ITS TREATMENT OF OTHER
     TENANTS IN THE DEVELOPMENT.

(b)  If the Landlord is entitled to, but does not elect to terminate this Lease
     under Section 7.04(a), the Landlord shall, following such damage or
     destruction, diligently repair if necessary that part of the Development
     damaged or destroyed, but only to the extent of the Landlord's obligations
     under the terms of the various leases for premises in the Development and
     exclusive of any tenant's responsibilities with respect to such repair. If
     the Landlord elects to repair the Development, the Landlord may do so in
     accordance with plans and specifications other than those used in the
     original construction of the Development.

SECTION 7.05 ARCHITECT'S CERTIFICATE

The certificate of the Architect ADDRESSED TO THE TENANT shall bind the parties
as to:

(a)  the percentage of the Total Rentable Area of the Building or the Total
     Rentable Area of the Development damaged or destroyed;

(b)  whether or not the Premises are rendered untenantable and the percentage of
     the Premises rendered untenantable;

(c)  the date upon which either the Landlord's or Tenant's work of
     reconstruction or repair is completed or substantially completed and the
     date when the Premises are rendered tenantable; and

(d)  the state of completion of any work of the Landlord or the Tenant.

                 ARTICLE VIII - ASSIGNMENT, SUBLETTING AND TRANSFERS

SECTION 8.01 ASSIGNMENTS, SUBLEASES AND TRANSFERS

The Tenant shall not enter into, consent to, or permit any Transfer without the
prior written consent of the Landlord in each instance, which consent shall not
be unreasonably withheld OR DELAYED but shall be subject to the Landlord's
rights under Section 8.02. Notwithstanding any statutory provision to the
contrary, it shall not be considered unreasonable for the Landlord to take into
account the following factors in deciding whether to grant or withhold its
consent:

(a)  whether such Transfer is in violation or in breach of any covenants or
     restrictions made or granted by the Landlord to other tenants or occupants
     or prospective tenants or occupants of the Development; SUCH OTHER OR
     PROSPECTIVE TENANTS OR OCCUPANTS BEING HEREIN COLLECTIVELY  REFERRED TO AS
     "OTHER TENANTS" OR INDIVIDUALLY AS "OTHER TENANT";

(b)  whether in the Landlord's REASONABLE opinion, the financial background,
     business history and FINANCIAL capability of the proposed Transferee is
     satisfactory;

(c)  WHETHER IN THE LANDLORD'S REASONABLE OPINION, THE SIGNAGE RIGHTS OF THE
     TENANT SET OUT

                                      -17-

<PAGE>

     IN SECTION 12.08 WOULD BE APPROPRIATE OR DESIRABLE FOR THE
     PROPOSED TRANSFEREE OR TRANSFEREE (AS THE CASE MAY BE) HAVING REGARD TO ITS
     FINANCIAL BACKGROUND, BUSINESS HISTORY AND REPUTATION PROVIDED THAT IF NOT
     SO APPROPRIATE OR DESIRABLE, THE TENANT MAY WAIVE ALL OF ITS SIGNAGE RIGHTS
     UNDER SECTION 12.08 IF IN SO DOING, CONSENT WILL BE GRANTED; AND

(d)  if the Transfer is to an existing tenant of the Landlord OTHER THAN AN
     EXISTING TENANT THAT CANNOT BE PHYSICALLY OR REASONABLY ACCOMMODATED BY THE
     LANDLORD IN THE DEVELOPMENT.

Consent by the Landlord to any Transfer if granted shall not constitute a waiver
of the necessity for such consent to any subsequent Transfer. xxxxx xxxxxxxxxx
xxxxxxxx xxxxx xxxxxxxx xxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xx
xxx xxx xxx NO Transfer shall take place by reason of the failure of the
Landlord to give notice to the Tenant within xxxx FIFTEEN (15) days as required
by Section 8.02.

THE LANDLORD REPRESENTS TO THE TENANT THAT AS OF MARCH 26, 1997 THERE ARE NO
EXISTING COVENANTS OR RESTRICTIONS AS DESCRIBED IN SECTION 8.01(a) TO OTHER
TENANTS. LANDLORD SHALL NOT TAKE INTO ACCOUNT THE FACTOR SET OUT IN SECTION
8.01(a) UNLESS ANY SUCH COVENANT OR RESTRICTION IS GRANTED BY THE LANDLORD TO AN
OTHER TENANT OF TWO (2) OR MORE FLOORS WHERE SUCH OTHER TENANT REASONABLY
REQUIRES SUCH COVENANT OR RESTRICTION AND THE LANDLORD ACTING IN A COMMERCIALLY
REASONABLE MANNER GRANTS SUCH COVENANT OR RESTRICTION.  THE TENANT ACKNOWLEDGES
THAT AN OTHER TENANT MAY REASONABLY REQUIRE A RESTRICTION OR COVENANT
PROHIBITING THE USE IN THE PREMISES BY A TRANSFEREE OF THE TENANT COMPETING WITH
THE PRINCIPAL USE OF THE OTHER TENANT.

DESPITE THE PROVISIONS OF THIS SUBSECTION 8.01, THE LANDLORD'S CONSENT SHALL BE
PERMITTED WITHOUT THE REMAINING PROVISIONS OF ARTICLE VIII (OTHER THAN THIS
PARAGRAPH) APPLYING FOR A TRANSFER TO ANY RELATED TRANSFEREE PROVIDED THAT: (i)
THE TRANSFEREE AT ALL TIMES REMAINS A RELATED TRANSFEREE OF THE TENANT, (ii) THE
TENANT SHALL HAVE GIVEN PRIOR WRITTEN NOTICE THEREOF TO THE LANDLORD, (iii) THE
TENANT SHALL REMAIN LIABLE UNDER THIS LEASE AND SHALL NOT BE RELEASED FROM
PERFORMING ANY OF THE TERMS OF THIS LEASE, AND (iv) THE RELATED TRANSFEREE SHALL
EXECUTE AN AGREEMENT WITH THE LANDLORD AGREEING THAT THE RELATED TRANSFEREE AND
THE LANDLORD WILL BE BOUND BY ALL OF THE TERMS OF THIS LEASE AS IF THE RELATED
TRANSFEREE HAD ORIGINALLY EXECUTED THIS LEASE AS TENANT.

SECTION 8.02 LANDLORD'S RIGHT TO TERMINATE

If the Tenant intends to effect a Transfer, the Tenant shall give prior notice
to the Landlord of such intent specifying the identity of the Transferee, the
type of Transfer contemplated, the portion of the Premises affected thereby, and
the financial and other terms of the Transfer, and shall provide such financial,
business or other information relating to the proposed Transferee and its
principals as the Landlord or any Mortgagee requires, together with copies of
any documents which record the particulars of the proposed Transfer. The
Landlord shall, within xxxx FIFTEEN (15) days after having received such notice
and all requested information, notify the Tenant either that:

(a)  it consents or does not consent to the Transfer in accordance with the
     provisions and qualifications of this Article VIII; or

(b)  it elects to cancel this Lease as to the whole or part, as the case may be,
     of the Premises affected by the proposed Transfer, in preference to giving
     such consent.

DESPITE SECTION 8.02(b) THE LANDLORD MAY ONLY EXERCISE ITS ELECTION TO CANCEL
THIS LEASE AS TO THE WHOLE OR PART UNDER SECTION 8.02(b) IF: (i) THE TRANSFER IS
WITH RESPECT TO ALL OF THE PREMISES OR (ii) THE TRANSFER IS A SUBLEASE OF PART
OF THE PREMISES COMPRISED OF NOT LESS THAN ONE (1) FULL FLOOR FOR A TERM
EXPIRING ON OR ONE DAY PRIOR TO THE LAST DAY OF THE TERM.

If the Landlord elects to terminate this Lease it shall stipulate in its notice
the termination date of this


                                      -18-

<PAGE>
Lease, which date shall be xxx xxxx xxxx xx xxxx
xxxx xxxx xxxx xx xxxxx THE EFFECTIVE DATE OF THE TRANSFER PROVIDED THAT SUCH
EFFECTIVE DATE SHALL NOT BE LATER THAN ONE (1) YEAR following the giving of
xxxxxx notice of XXXXXXXXXXXXXX THE TRANSFER BY THE TENANT. If the Landlord
elects to terminate this Lease, the Tenant shall notify the Landlord within 10
days thereafter of the Tenant's intention either to refrain from such Transfer
or to accept termination of this Lease or the portion thereof in respect of
which the Landlord has exercised its rights. If the Tenant fails to deliver such
notice within such 10 days or notifies the Landlord that it accepts the
Landlord's termination, this Lease will as to the whole or affected part of the
Premises, as the case may be, be terminated on the date of termination
stipulated by the Landlord in its notice of termination. If the Tenant notifies
the Landlord within 10 days that it intends to refrain from such Transfer, then
the Landlord's election to terminate this Lease shall become void.

SECTION 8.03 CONDITIONS OF TRANSFER

(a)  If there is a permitted Transfer, the Landlord may collect rent from the
     Transferee and apply the net amount collected to the Rent payable under
     this Lease but no acceptance by the Landlord of any payments by a
     Transferee shall be deemed a waiver of the Tenant's covenants or any
     acceptance of the Transferee as tenant or a release from the Tenant from
     the further performance by the Tenant of its obligations under this Lease.
     Any consent by the Landlord shall be subject to the Tenant and Transferee
     executing an agreement with the Landlord agreeing that the Transferee,
     LANDLORD AND TENANT will be bound by all of the terms of this Lease xxxxxx
     except in the case of a sublease xxxxxxxxxxxxx xxxx xx xx xxxxx xx xx xx
     xxx xxxxxxxxxx xxxxxxxxx  xxx xxxxx xx xxxxxxxx IN WHICH EVENT THE
     SUBTENANT SHALL BE BOUND BY THE TERMS OF THIS LEASE OTHER THAN RENT, TERM
     AND DEFINITION OF PREMISES

(b)  Notwithstanding any Transfer permitted or consented to by the Landlord, the
     Tenant shall remain liable under this Lease and shall not be released from
     performing any of the terms of this Lease.

(c)  The Landlord's consent to any Transfer shall be subject to the condition
     that:

     (i)    the net RENT (EXCEPT IN THE CASE OF A SUBLEASE OF PART OF THE
            PREMISES IN WHICH CASE THE NET RENTAL RATE SHALL NOT BE LESS THAN
            THE FAIR MARKET RATE FOR SUBLEASED PREMISES IN DEVELOPMENTS
            COMPARABLE TO THE DEVELOPMENT) and additional rent payable by the
            Transferee shall not be less than the Rent payable by the Tenant
            under this Lease as at the effective date of the Transfer,
            (including any increases provided for in this Lease); and

     (ii)   if the net and additional rent to be paid by the Transferee under
            such Transfer exceeds the Rent payable under this Lease, ONE HALF OF
            the amount of such excess shall be paid by the Tenant to the
            Landlord, AFTER FIRST DEDUCTING ALL THE TENANT'S COSTS ASSOCIATED
            WITH SUCH TRANSFER, INCLUDING, BUT NOT LIMITED TO, LEASEHOLD
            IMPROVEMENT ALLOWANCES, BROKER COMMISSIONS, COST OF VACANCY AND
            MARKETING EXPENSES, ALL OF WHICH SHALL BE SUPPORTED BY COPY OF
            RECEIPTED INVOICES FORWARDED TO THE LANDLORD. If the Tenant receives
            from any Transferee, either directly or indirectly, any
            consideration other than rent or additional rent for such Transfer,
            either in the form of cash, goods or services (other than the
            proceeds of any financing as the result of a Transfer involving a
            mortgage, charge or similar security interest in this Lease) the
            Tenant shall forthwith pay to the Landlord xxxx ONE HALF OF THE
            amount equivalent to such consideration AFTER DEDUCTING ASSOCIATED
            COSTS AS AFORESAID. The Tenant and the Transferee shall execute any
            agreement required by the Landlord to give effect to the foregoing
            terms.

(d)  Notwithstanding the effective date of any permitted Transfer as between the
     Tenant and the Transferee, all Rent for the month in which such effective
     date occurs shall be paid in advance by the Tenant so that the Landlord
     will not be required to accept partial payments of Rent for

                                      -19-

<PAGE>

     such month from either the Tenant or Transferee.

(e)  Any document evidencing any Transfer permitted by the Landlord, or setting
     out any terms applicable to such Transfer or the rights and obligations of
     the Tenant or Transferee thereunder, shall be prepared by the XXXXXXX
     TENANT or its solicitors and all associated legal costs shall be paid by
     the Tenant AND SUCH DOCUMENT SHALL BE SUBJECT TO THE LANDLORD'S REASONABLE
     APPROVAL. THE LANDLORD OR ITS SOLICITORS SHALL PREPARE, AT THE TENANT'S
     EXPENSE, ANY CONSENT DOCUMENT WITH RESPECT TO SUCH TRANSFER.

SECTION 8.04 PERMITTED SUBLETTING

SO LONG AS THE TENANT IS LOYALTY MANAGEMENT GROUP CANADA INC., A RELATED
TRANSFEREE OR THE PURCHASER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
TENANT, THE TENANT SHALL HAVE THE RIGHT TO NOT MORE THAN THREE (3) SUBLEASES OF
NOT MORE THAN ONE THOUSAND (1,000) SQUARE FEET OF RENTABLE AREA EACH OF THE
PREMISES PROVIDED THAT:

(a)  THE TENANT SHALL HAVE GIVEN PRIOR WRITTEN NOTICE THEREOF TO THE LANDLORD
     AND PROVIDED THE LANDLORD WITH A TRUE COPY OF EACH SUCH SUBLEASE,

(b)  THE TENANT SHALL REMAIN LIABLE UNDER THIS LEASE AND SHALL NOT BE RELEASED
     FROM PERFORMING ANY OF THE TERMS OF THE LEASE, AND

(c)  THE TENANT SHALL CAUSE EACH SUCH SUBTENANT TO BE BOUND BY ALL OF THE TERMS
     OF THIS LEASE OTHER THAN RENT, TERM AND DEFINITION OF
     PREMISES. xxxxxxxxxxxxxx xxxxxx xx xxxxxxxxxxx xxxx xx xx xxxxx xxxxx
     xxxxxxxxxxxx xx xxxxxxxxxxxx xxx xxxxxx xx xxxxxxxx xxxxxxxx xx xxxxxxxxx
     xx xxxx xxxxxxxxxxxx xx xxxxxxxxxxxx xxxxx xx xxxxx xx xxxx
     xxxxxxxxxxxxxxxxxx xxxxxxx xx xxx xx xxxx xxxxxxxxxxxx xx xxxx xxxxxxxx
     xxxx xxxx xxxxxxx xxxxxxxx xxxxxxxxx xx xxx xxxxxxxx xx xxxx xxxxxxxxxxxx
     xxxx xx xxx xxxxxxx x xxxxxxxxxxx xxxxxxxx xx xxx xxxx xxx xxx xxx
     xxxxxxxxxx xx xxx xxxxxxxxxxxxxxxx xx xxxxx xx xxxxxxxxxxx xxxxxxx xxxx
     xxxxxx xx xxxxxx xxx xxxxxxxxxx

SECTION 8.05 NO ADVERTISING

The Tenant shall not advertise that the whole or any part of the Premises are
available for a Transfer and shall not permit any broker or other Person to do
so unless the text and format of such advertisement is REASONABLY approved in
writing by the Landlord. No such advertisement shall contain any reference to
the rental rate of the Premises.

SECTION 8.06 ASSIGNMENT BY LANDLORD

The Landlord shall have the unrestricted right to sell, lease, convey or
otherwise dispose of all or any part of the Development or this Lease or any
interest of the Landlord in this Lease. To the extent that the purchaser or
assignee from the Landlord assumes the obligations of the Landlord under this
Lease AND DELIVERS AN UNDERTAKING TO THE TENANT TO BE BOUND BY THE PROVISIONS OF
THIS LEASE, the Landlord shall thereupon and without further agreement be
released from all liability under this Lease.

                                 ARTICLE IX - DEFAULT

SECTION 9.01 DEFAULT AND REMEDIES

If and whenever an Event of Default occurs, then without prejudice to any other
rights which it has pursuant to this Lease or at law, the Landlord shall have
the following rights and remedies, which are cumulative and not alternative:

(a)  to terminate this Lease by notice to the Tenant;

                                      -20-

<PAGE>

(b)  to enter the Premises as agent of the Tenant and to relet the Premises for
     whatever term, and on such terms as the Landlord in its discretion may
     determine and to receive the rent therefor and as agent of the Tenant to
     take possession of any property of the Tenant on the Premises, to store
     such property at the expense and risk of the Tenant or to sell or otherwise
     dispose of such property in such manner as the Landlord may see fit without
     notice to the Tenant; to make alterations to the Premises to facilitate
     their reletting; and to apply the proceeds of any such sale or reletting
     first, to the payment of any expenses incurred by the Landlord with respect
     to any such reletting or sale; second, to the payment of any indebtedness
     of the Tenant to the Landlord other than rent; and third, to the payment of
     Rent in arrears; with the residue to be held by the Landlord and applied in
     payment of future Rent as it becomes due and payable. The Tenant shall
     remain liable for any deficiency to the Landlord;

(c)  to remedy or attempt to remedy any default of the Tenant under this Lease
     for the account of the Tenant and to enter upon the Premises for such
     purposes. No notice of the Landlord's intention to perform such covenants
     need be given the Tenant unless expressly required by this Lease. The
     Landlord shall not be liable to the Tenant for any loss, injury or damage
     caused by acts of the Landlord in remedying or attempting to remedy such
     default and the Tenant shall pay to the Landlord all REASONABLE expenses
     incurred by the Landlord in connection with remedying or attempting to
     remedy such default;

(d)  to recover from the Tenant all damages, and expenses incurred by the
     Landlord as a result of any breach by the Tenant including, if the Landlord
     terminates this Lease, any deficiency between those amounts which would
     have been payable by the Tenant for the portion of the Term following such
     termination and the net amounts actually received by the Landlord during
     such period of time with respect to the Premises; AND

(e)  to recover from the Tenant the full amount of the current month's Rent
     together with the next 3 months' instalments of Rent, all of which shall
     accrue on a day-to-day basis and shall immediately become due and payable
     as accelerated rent. xxxxxxxxxxx xx xxxx xxxxx xxxxxxx xxxxxxxxx xx
     xxxxxxxxxx xxxx xxxxxxxxxxx xxxx xx xxxxxxx xxxx xxx xxxxxxxxxx xxxxxxxxxx
     xxxx xx xxxx xxxxxxxxx xxxxxxxxxxx xxxxxxxxxx xx xxxxxxxxxx xxxx xx xx
     xxxxxxxx xxxxx xxxx xxxxx xx xxxx xxxx xxxxxxxxxxxx xxxx xxxx xxxx xxxxx xx
     xxxx xxxx xx xxxx xxxx xx xxxxxxx xx xxx xxxxxxxx xx xxxx xxxxxxxxxxxxxxxx
     xxxxx xxxxx xxxxx xx xx xxxxxxx xxxx xx xxxxxxxxxxxx xxx xxxxxxxx xxxx
     xxxxx xx xxxxxxxxxxxxx xxxxxxx xxxxxx

SECTION 9.02 DISTRESS

Notwithstanding any provision of this Lease or any provision of applicable
legislation, xxxxx xxxxx xxxxx xxx xxxxxxxx xx xxx xxxxxx xx xxx xxxxxxxx xx xxx
xxxxx xxx xxx xxxx xxxxx xx xxxxxxx xxxxx THE LANDLORD MAY AT ANY TIME levy by
distress for Rent in arrearsxxxxx xxxxxxxx xxxxxxx xxxx xxxx xxxxx
xxxxxxxxxxxxxxx WITH RESPECT TO ALL THE TENANT'S GOODS, CHATTELS, EQUIPMENT AND
TRADE FIXTURES (OTHER THAN THE TENANT'S FINANCIAL AND PERSONNEL RECORDS AND
OTHER THAN THE TENANT'S DATA BASE) BUT OTHERWISE SUBJECT TO THE PROVISIONS OF
THE LANDLORD AND TENANT ACT (ONTARIO) AS MAY BE AMENDED FROM TIME TO TIME. If
the Landlord makes any claim against the goods and chattels of the Tenant by way
of distress, this provision may be pleaded as an estoppel against the Tenant in
any action brought to test the right of the Landlord to levy such distress.

SECTION 9.03 COSTS

xxxx xxxxxxxx EACH PARTY shall pay to the xxxxxxxxxxxx OTHER PARTY  all damages
and costs (including, without limitation, all legal fees on a solicitor and his
client basis) incurred by the xxxxxxxxxx OTHER PARTY in enforcing the terms of
this Lease IF THERE IS AN EVENT OF DEFAULT, or with respect to any matter or
thing which is the obligation of xxxxx xxxxxxx xxxxx xxxxxx
xxxxxxxx xx xx xxxxxxxx xx xxxxxxxxxx xxxxxxxxxxxxx xxxxxxx xx xxxxxxxxxx xx xx
xxxxxxxxxxx xxxxxxxxxxxx  SUCH PARTY UNDER THIS LEASE.

                                      -21-

<PAGE>

SECTION 9.04 ALLOCATION OF PAYMENTS

xxxxx IF THERE IS AN EVENT OF DEFAULT, THE Landlord may at its option apply sums
received from the Tenant against any amounts due and payable by the Tenant under
this Lease in such manner as the Landlord sees fit.

SECTION 9.05 SURVIVAL OF OBLIGATIONS

If the Tenant has failed to fulfil its obligations under this Lease with respect
to the maintenance, repair and alteration of the Premises and removal of
xxxxxxxxxxxxxxx xxxx fixtures from the Premises during or at the end of the
Term, such obligations and the Landlord's rights in respect thereto shall remain
in full force and effect notwithstanding the expiration or sooner termination of
the Term.

     ARTICLE X - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION

SECTION 10.01 STATUS STATEMENT

Within 10 days after written request by EITHER the Landlordxx OR the Tenant,
THE OTHER PARTY shall deliver in a form supplied by the Landlord a statement
or estoppel certificate to the x xxxxxxxx SUCH PARTY as to the status of this
Lease, including as to whether this Lease is unmodified and in full force and
effect (or, if there have been modifications that this Lease is in full force
and effect as modified and identifying the modification agreements); the
amount of Net Rent and Additional Rent then being paid and the dates to which
same have been paid; whether or not there is any existing or alleged default
by either party with respect to which a notice of default has been served and
if there is any such default, specifying the nature and extent thereof; and
any other matters pertaining to this Lease as to which xxxx xxxxxxxxx SUCH
PARTY shall request such statement or certificate.

SECTION 10.02 SUBORDINATION

This Lease and all rights of the Tenant shall be subject and subordinate to
any and all Mortgages and any ground, operating, overriding or underlying
leases, from time to time in existence against the Development or any part
thereof. SUCH SUBORDINATION BY THE TENANT SHALL ONLY BE EFFECTIVE IF THE
MORTGAGEE HAS AGREED TO THE TENANT'S RIGHT TO QUIET ENJOYMENT OF THE PREMISES
WITHOUT INTERRUPTION OR DISTURBANCE FROM OR BY SUCH MORTGAGEE, THE
REQUIREMENT OF THE MORTGAGEE, WHILE IN POSSESSION, TO PERFORM THE LANDLORD'S
OBLIGATIONS UNDER THIS LEASE ARISING DURING THE MORTGAGEE'S PERIOD OF
POSSESSION TOGETHER WITH ANY AND ALL RIGHTS, PRIVILEGES AND BENEFITS TO WHICH
THE TENANT MAY BE ENTITLED UNDER THE TERMS OF THE LEASE DESPITE ANY DEFAULT
BY THE LANDLORD TO THE MORTGAGEE AND SO LONG AS THERE IS NO EVENT OF DEFAULT.
On request, the Tenant shall subordinate this Lease and its rights under this
Lease to any and all such Mortgages and leases and to all advances made under
such Mortgages AND THE LANDLORD SHALL PAY THE MORTGAGEE'S COSTS IN CONNECTION
THEREWITH. The form of such subordination shall be as required by the
Landlord or any Mortgagee or the lessee under any such lease. LANDLORD SHALL
AT THE TENANT'S REQUEST OBTAIN WITHIN SIXTY (60) DAYS OF SUCH REQUEST AN
AGREEMENT AT THE SOLE COST AND EXPENSE OF THE TENANT (NOT TO EXCEED
$10,000.00) FROM EACH EXISTING MORTGAGEE HAVING AN INTEREST IN THE BUILDING
AS OF THE DATE OF THIS LEASE AND WHOSE INTEREST IS PRIOR TO THE TENANT'S
LEASEHOLD INTEREST IN THE BUILDING WHEREBY THE TENANT SHALL HAVE THE RIGHT TO
QUIET ENJOYMENT OF THE PREMISES WITHOUT INTERRUPTION OR DISTURBANCE FROM OR
BY SUCH MORTGAGEE, THE MORTGAGEE WHILE IN POSSESSION SHALL PERFORM THE
LANDLORD'S OBLIGATIONS UNDER THE LEASE ARISING DURING THE MORTGAGEE'S PERIOD
OF POSSESSION TOGETHER WITH ANY AND ALL RIGHTS, PRIVILEGES AND BENEFITS TO
WHICH THE TENANT MAY BE ENTITLED UNDER THE TERMS OF THE LEASE DESPITE ANY
DEFAULT BY THE LANDLORD TO THE MORTGAGEE AND SO LONG AS THERE IS NO EVENT OF
DEFAULT.

SECTION 10.03 ATTORNMENT

The Tenant shall promptly, on request, attorn to any Mortgagee, or to the owners
of the Building and Lands, or the lessor under any ground, operating,
overriding, underlying or similar lease of all or

                                      -22-

<PAGE>

substantially all of the Building made by the Landlord or otherwise affecting
the Building and Lands, or the purchaser on any foreclosure or sale proceedings
taken under any Mortgage, and shall recognize such Mortgagee, owner, lessor or
purchaser as the Landlord under this Lease.

xxxxxxxx xxxxx xxxxxxxxxxxxx xxxxxxxxxxxx xxx x xxxxxx x xxxxxxx xxxxxxxxxxxx
xxx xxxxxxxx   xxx xxxxx xxx xxxxxxxx xx xxx xxxxxx xxx xxx xxxxxxxxx xx
xxxxxxxxx xxx xxxxxxxxxx xxxxxxxxxxxx xxxxxxxxxx xx xxxxxxxxxxxxx xxxxxxxx xx
xxxx xxxxx xxx xxx xxxxxxxxxxx xxxxxxxxxxxxx xx xxxxxx xx xxx xxxxxxxxx xx xxx
xxxx xxxxx xx xxxxxxx xxxx xxxxxxxxx xxxxxx xx xxxx xxxxx xxxxxxx xx xxx
xxxxxxxxxxxxx

                           ARTICLE XI - GENERAL PROVISIONS

SECTION 11.01 RULES AND REGULATIONS

The Tenant shall comply with all Rules and Regulations, and amendments
thereto, adopted by the Landlord from time to time including those set out in
Schedule "D". Such Rules and Regulations may differentiate between different
types of businesses in the Building, and the Landlord shall xxxxx xx
xxxxxxxxxxx USE COMMERCIALLY REASONABLE EFFORTS to enforce any Rule or
Regulation or the provisions of any other lease against any other tenant, and
the Landlord shall have no liability to the Tenant with respect thereto.

SECTION 11.02 DELAY

Except as expressly provided in this Lease, whenever the Landlord or Tenant is
delayed in the fulfillment of any obligation under this Lease (other than the
payment of Rent and xxxxxxxxxxxxxx VACATING of the Premises on termination) by
an unavoidable occurrence which is not the fault of the party delayed in
performing such obligation, then the time for fulfillment of such obligation
shall be extended during the period in which such circumstances operate to delay
the fulfilment of such obligation.

SECTION 11.03 OVERHOLDING

If the Tenant remains in possession of the Premises after the end of the Term
with the consent of the Landlord but without having executed and delivered a new
lease or an agreement extending the Term, there shall be no tacit renewal of
this Lease, and the Tenant shall be deemed to be occupying the Premises as a
Tenant from month to month TERMINABLE BY EITHER PARTY ON NOT LESS THAN NINETY
(90) DAYS' WRITTEN NOTICE AND at a monthly Net Rent payable in advance on the
first day of each month equal to xxxxxxxx 150% OF the monthly amount of Net Rent
payable during the last month of the Term, and otherwise upon the same terms as
are set forth in this Lease, so far as these are applicable to a monthly
tenancy.

SECTION 11.04 WAIVER

If either the Landlord or Tenant excuses or condones any default by the other of
any obligation under this Lease, no waiver of such obligation shall be implied
in respect of any continuing or subsequent default.

SECTION 11.05 REGISTRATION

Neither the Tenant nor anyone claiming under the Tenant shall register this
Lease or any Transfer without the prior written consent of the Landlord. If the
Tenant or any permitted Transferee wishes to register a document for the
purposes of giving notice of this Lease or a Transfer, then the Landlord shall,
at the request and expense of the Tenant, execute a notice, caveat or short form
of Lease for the purposes of registration in such form as REASONABLY approved by
the Landlord and without disclosure of any MONETARY terms which the Landlord
does not desire to have disclosed. If the Lands comprise more than one parcel of
land, the Landlord may direct the Tenant or Transferee as to the parcel or
parcels against which registration may be affected PROVIDED SUCH INCLUDE THE

                                      -23-

<PAGE>

PREMISES AND ACCESS THERETO.

SECTION 11.06 NOTICES

Any notice, consent or other instrument which may be or is required to be given
under this Lease shall be in writing and shall be delivered in person or sent by
registered mail postage prepaid, addressed: (a) if to the Landlord: c/o The
Cadillac Fairview Corporation Limited, 20 Queen Street West, 5th Floor, Toronto,
Ontario, M5H 3R4, Attention: Executive Vice President, Property Management, with
a copy to the Building Manager and (b) if to the Tenant, at the Premises xxx xx
xxx xxxxxxxxxx xxxxxx xx xxx xxxxxx xxxx, ATTENTION: CHIEF FINANCIAL OFFICER AND
GENERAL COUNSEL. Any such notice or other instrument shall be deemed to have
been given and received on the day upon which personal delivery is made or, if
mailed, then 48 hours following the date of mailing. Either party may give
notice to the other of any change of address WITHIN CANADA and after the giving
of such notice, the address therein specified is deemed to be the address of
such party for the giving of notices. If postal service is interrupted or
substantially delayed, all notices or other instruments shall be delivered in
person.

SECTION 11.07 SUCCESSORS

The rights and liabilities created by this xxxxxxx LEASE extend to and bind the
successors and assigns of the Landlord and the heirs, executors, administrators
and permitted successors and assigns of the Tenant. No rights, however, shall
enure to the benefit of any Transferee unless the provisions of Article VIII are
complied with.

SECTION 11.08 JOINT AND SEVERAL LIABILITY

If there is at any time more than one Tenant or LANDLORD OR more than one Person
constituting the Tenant OR LANDLORD, their covenants shall be considered to be
joint and several and shall apply to each and every one of them. If the Tenant
is or becomes a partnership, each Person who is a member, or shall become a
member, of such partnership or its successors shall be and continue to be
jointly and severally liable for the performance of all covenants of the Tenant
pursuant to this Lease, whether or not such Person ceases to be a member of such
partnership or its successor.

SECTION 11.09 CAPTIONS AND SECTION NUMBERS

The captions, section numbers, article numbers and table of contents appearing
in this xxxxxxxxx LEASE are inserted only as a matter of convenience and in no
way affect the substance of this Lease.

SECTION 11.10 EXTENDED MEANINGS

The words "hereof", "hereto" and "hereunder" and similar expressions used in
this Lease relate to the whole of this Lease and not only to the provisions in
which such expressions appear. This Lease shall be read with all changes in
number and gender as may be appropriate or required by the context. Any
reference to the Tenant includes, where the context allows, the employees,
agents, invitees and licensees of the Tenant and all others over whom the Tenant
might reasonably be expected to exercise control.

SECTION 11.11 PARTIAL INVALIDITY

All of the provisions of this Lease are to be construed as covenants even though
not expressed as such. If any such provision is held or rendered illegal or
unenforceable it shall be considered separate and severable from this Lease and
the remaining provisions of this Lease shall remain in force and bind the
parties as though the illegal or unenforceable provision had never been included
in this Lease.

                                      -24-

<PAGE>

SECTION 11.12 ENTIRE AGREEMENT

This Lease and the Schedules and riders, if any, attached hereto, and the
Landlord's leasehold improvement manual, set forth the entire agreement between
the Landlord and Tenant concerning the Premises and there are no agreements or
understandings between them other than as are herein set forth. Subject to
Section 11.01, this Lease and its Schedules and riders may not be modified
except by agreement in writing executed by the Landlord and Tenant.

SECTION 11.13 GOVERNING LAW

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

SECTION 11.14 TIME OF THE ESSENCE

Time is of the essence of this Lease.

SECTION 11.15 QUIET ENJOYMENT

If xxxx xxxxxx xxxx xxxxx xxxxx xxxxxxxx xxx xx xxx xxxxxxxxxxxx xxxxx xxxx
xxxxxxx xxx xxxxx xxx xxxxx THERE IS no Event of Default, the Tenant shall be
entitled to peaceful and quiet enjoyment of the Premises for the Term without
interruption or interference by the Landlord or any Person claiming through the
Landlord.

                           ARTICLE XII - SPECIAL PROVISIONS

SECTION 12.01 LEASEHOLD IMPROVEMENT ALLOWANCE

AS AN INDUCEMENT TO ENTER INTO THIS LEASE, THE LANDLORD WILL PAY TO THE TENANT
THE FOLLOWING LEASEHOLD IMPROVEMENT ALLOWANCES FOR THE PURPOSE OF CARRYING OUT
TENANT'S WORK ON THE PREMISES:

(a)  FIRST LEASEHOLD IMPROVEMENT ALLOWANCE

     WITH RESPECT TO THE PREMISES (OTHER THAN THE FIRST ADDITIONAL PREMISES) THE
     LANDLORD WILL PAY TO THE TENANT THE SUM EQUAL TO TWENTY FIVE DOLLARS
     ($25.00) PER SQUARE FOOT (PLUS APPLICABLE GOODS AND SERVICE TAX) OF THE
     RENTABLE AREA OF THE PREMISES (OTHER THAN THE FIRST ADDITIONAL PREMISES).
     THE LANDLORD SHALL, ON NOT MORE THAN THREE SEPARATE OCCASIONS WHILE THE
     TENANT IS CARRYING OUT ITS LEASEHOLD IMPROVEMENTS WITH RESPECT TO THE
     PREMISES (OTHER THAN THE FIRST ADDITIONAL PREMISES) ADVANCE TO THE TENANT
     PORTIONS OF THE FIRST LEASEHOLD IMPROVEMENT ALLOWANCE (SUBJECT TO
     VERIFICATION OF THE RENTABLE AREA OF THE PREMISES) TO BE PAYABLE WITHIN
     TEN BUSINESS DAYS (BEING ANY DAY OTHER THAN SATURDAYS, SUNDAYS OR
     STATUTORY HOLIDAYS) FOLLOWING THE DATE OF THE TENANT'S WRITTEN REQUEST
     FOR SUCH DRAW (AND SUBJECT TO ALL REQUIRED HOLDBACKS UNDER THE
     CONSTRUCTION LIEN ACT (ONTARIO)) SUBJECT TO RECEIPT, REVIEW AND APPROVAL
     BY THE LANDLORD OF EACH OF THE FOLLOWING:

     (i)    DELIVERY OF RECEIPTED INVOICES FOR ALL TENANT'S WORK COMPLETED TO
            DATE OF SUCH DRAW REQUEST;

     (ii)   THE TENANT SATISFYING THE LANDLORD THAT THE VALUE OF THE
            CONSTRUCTION MATERIALS AND THE LABOUR THEREFOR IS COMMENSURATE WITH
            THE AMOUNTS INVOICED;

     (iii)  THE STATEMENT FROM THE TENANT'S CONTRACTOR CERTIFYING THAT THE LEVEL
            OF WORK HAS BEEN COMPLETED IN RESPECT TO THE CURRENT PROGRESS DRAW;

     (iv)   AN INVOICE FROM THE TENANT TO THE LANDLORD INCLUDING THE TENANT'S
            GOODS AND

                                      -25-

<PAGE>

            SERVICES TAX REGISTRATION NUMBER.  IN LIEU OF RECEIPTED
            INVOICES FOR THE PERFORMANCE OF THE TENANT'S WORK, THE LANDLORD
            SHALL ACCEPT UNRECEIPTED INVOICES PROVIDED THAT THE TENANT DELIVERS
            TO THE LANDLORD, IN ADDITION TO SUCH OTHER REQUIREMENTS SET FORTH IN
            THIS SECTION 12.01 A STATUTORY DECLARATION BY THE TENANT'S
            CONTRACTOR THAT ALL SUBCONTRACTORS, THEIR EMPLOYEES AND SUPPLIERS
            HAVE BEEN PAID, AS WELL AS A DIRECTION TO THE LANDLORD ASSIGNING
            PAYMENT TO THE TENANT'S CONTRACTOR AND THE TENANT JOINTLY.

     PRIOR TO MAKING THE FINAL ADVANCE OF THE FIRST LEASEHOLD IMPROVEMENT
     ALLOWANCE, THE TENANT SHALL PROVIDE EACH OF THE FOLLOWING TO THE LANDLORD:

     (v)    AS BUILT ARCHITECTURAL, MECHANICAL AND ELECTRICAL DRAWINGS WITH
            RESPECT TO THE TENANT'S IMPROVEMENTS TO THE PREMISES (OTHER THAN THE
            FIRST ADDITIONAL PREMISES):

     (vi)   COMPLETION OF ALL OF THE TENANT'S LEASEHOLD IMPROVEMENTS IN
            ACCORDANCE WITH PLANS AND SPECIFICATIONS PROVIDED BY THE TENANT TO
            THE LANDLORD AND APPROVED BY THE LANDLORD:

     (vii)  EVIDENCE SATISFACTORY TO THE LANDLORD THAT ALL ACCOUNTS RELATING TO
            THE TENANT'S LEASEHOLD IMPROVEMENTS HAVE BEEN PAID AND THAT NO LIENS
            HAVE OR MAY BE CLAIMED WITH RESPECT THERETO; AND

     (viii) A STATUTORY DECLARATION OF AN OFFICER OF THE TENANT CONFIRMING THAT
            THERE ARE NO LIENS REGISTERED AGAINST THE PREMISES OR THE BUILDING
            IN RELATION TO THE TENANT'S WORK ON THE PREMISES.

     THE LANDLORD SHALL ONLY BE REQUIRED TO PAY THE LESSER OF THE FIRST
     LEASEHOLD IMPROVEMENT ALLOWANCE AND THE TOTAL COST OF THE TENANT'S WORK
     WITH RESPECT TO THE PREMISES (OTHER THAN THE FIRST ADDITIONAL PREMISES). IN
     THE EVENT THE TOTAL COST OF THE TENANT'S WORK WITH RESPECT TO THE PREMISES
     (OTHER THAN THE FIRST ADDITIONAL PREMISES) IS LESS THAN THE FIRST LEASEHOLD
     IMPROVEMENT ALLOWANCE, THE LANDLORD SHALL CREDIT THE TENANT WITH SUCH
     DIFFERENCE AGAINST THE FIRST RENTS DUE UNDER THE LEASE.

(b)  SECOND LEASEHOLD IMPROVEMENT ALLOWANCE

     WITH RESPECT TO THE FIRST ADDITIONAL PREMISES THE LANDLORD WILL PAY TO THE
     TENANT THE SUM EQUAL TO TWENTY FIVE DOLLARS ($25.00) PER SQUARE FOOT (PLUS
     APPLICABLE GOODS AND SERVICE TAX) OF THE RENTABLE AREA OF THE FIRST
     ADDITIONAL PREMISES. THE LANDLORD SHALL, ON NOT MORE THAN THREE SEPARATE
     OCCASIONS WHILE THE TENANT IS CARRYING OUT ITS LEASEHOLD IMPROVEMENTS WITH
     RESPECT TO THE FIRST ADDITIONAL PREMISES ADVANCE TO THE TENANT PORTIONS OF
     THE SECOND LEASEHOLD IMPROVEMENT ALLOWANCE (SUBJECT TO VERIFICATION OF THE
     RENTABLE AREA OF THE FIRST ADDITIONAL PREMISES) TO BE PAYABLE WITHIN TEN
     BUSINESS DAYS FOLLOWING THE DATE OF THE TENANT'S WRITTEN REQUEST FOR SUCH
     DRAW (AND SUBJECT TO ALL REQUIRED HOLDBACKS UNDER THE CONSTRUCTION LIEN ACT
     (ONTARIO)) SUBJECT TO RECEIPT, REVIEW AND APPROVAL BY THE LANDLORD OF EACH
     OF THE FOLLOWING:

     (i)    DELIVERY OF RECEIPTED INVOICES FOR ALL TENANT'S WORK COMPLETED TO
            DATE OF SUCH DRAW REQUEST;

     (ii)   THE TENANT SATISFYING THE LANDLORD THAT THE VALUE OF THE
            CONSTRUCTION MATERIALS AND THE LABOUR THEREFOR IS COMMENSURATE WITH
            THE AMOUNTS INVOICED;

     (iii)  THE STATEMENT FROM THE TENANT'S CONTRACTOR CERTIFYING THAT THE LEVEL
            OF WORK HAS BEEN COMPLETED IN RESPECT TO THE CURRENT PROGRESS DRAW;

     (iv)   AN INVOICE FROM THE TENANT TO THE LANDLORD INCLUDING THE TENANT'S
            GOODS AND SERVICES TAX REGISTRATION NUMBER.  IN LIEU OF RECEIPTED
            INVOICES FOR THE

                                      -26-

<PAGE>

            PERFORMANCE OF THE TENANT'S WORK, THE LANDLORD SHALL
            ACCEPT UNRECEIPTED INVOICES PROVIDED THAT THE TENANT DELIVERS TO THE
            LANDLORD, IN ADDITION TO SUCH OTHER REQUIREMENTS SET FORTH IN THIS
            SECTION 12.01, A STATUTORY DECLARATION BY THE TENANT'S CONTRACTOR
            THAT ALL SUBCONTRACTORS, THEIR EMPLOYEES AND SUPPLIERS HAVE BEEN
            PAID, AS WELL AS A DIRECTION TO THE LANDLORD ASSIGNING PAYMENT TO
            THE TENANT'S CONTRACTOR AND THE TENANT JOINTLY.

     PRIOR TO MAKING THE FINAL ADVANCE OF THE SECOND LEASEHOLD IMPROVEMENT
     ALLOWANCE, THE TENANT SHALL PROVIDE EACH OF THE FOLLOWING TO THE LANDLORD:

     (v)    AS BUILT ARCHITECTURAL, MECHANICAL AND ELECTRICAL DRAWINGS WITH
            RESPECT TO THE TENANT'S IMPROVEMENTS TO THE FIRST ADDITIONAL
            PREMISES;

     (vi)   COMPLETION OF ALL OF THE TENANT'S LEASEHOLD IMPROVEMENTS IN
            ACCORDANCE WITH PLANS AND SPECIFICATIONS PROVIDED BY THE TENANT TO
            THE LANDLORD AND APPROVED BY THE LANDLORD;

     (vii)  THE TENANT PRODUCING EVIDENCE SATISFACTORY TO THE LANDLORD THAT ALL
            ACCOUNTS RELATING TO THE TENANT'S LEASEHOLD IMPROVEMENTS HAVE BEEN
            PAID AND THAT NO LIENS HAVE OR MAY BE CLAIMED WITH RESPECT THERETO;
            AND

     (viii) A STATUTORY DECLARATION OF AN OFFICER OF THE TENANT CONFIRMING THAT
            THERE ARE NO LIENS REGISTERED AGAINST THE FIRST ADDITIONAL PREMISES
            OR THE BUILDING IN RELATION TO THE TENANT'S WORK.

     THE LANDLORD SHALL NOT BE REQUIRED TO PAY ANY AMOUNT IN EXCESS OF THE
     SECOND LEASEHOLD IMPROVEMENT ALLOWANCE FOR THE TOTAL COST OF THE TENANT'S
     WORK WITH RESPECT TO THE FIRST ADDITIONAL PREMISES. IN THE EVENT THE TOTAL
     COST OF THE TENANT'S WORK WITH RESPECT TO THE FIRST ADDITIONAL PREMISES IS
     LESS THAN THE SECOND LEASEHOLD IMPROVEMENT ALLOWANCE, THE LANDLORD SHALL
     CREDIT THE TENANT WITH SUCH DIFFERENCE AGAINST THE NEXT RENTS DUE UNDER THE
     LEASE.

SECTION 12.02 LANDLORD'S WORK

THE LANDLORD AGREES TO DELIVER THE PREMISES IN BASE BUILDING CONDITION. FOR
THE PURPOSES OF THIS LEASE, "BASE BUILDING CONDITION" SHALL MEAN THE REMOVAL
OF ALL INTERNAL PARTITIONING, THE INSTALLATION OF T-BAR SUSPENDED CEILING,
FLUORESCENT LIGHT FIXTURES, NEW ACOUSTIC CEILING TILES, HORIZONTAL VENETIAN
BLINDS, DEMISING WALLS AND ONE ENTRANCE DOOR WITH LOCKSET AND TWO SETS OF
KEYS PER FLOOR. IN ADDITION TO THE FOREGOING, THE LANDLORD AGREES TO CARRY
OUT THE FOLLOWING WORK IN A GOOD AND WORKMANLIKE MANNER IN COMPLIANCE WITH
ALL GOVERNMENTAL REQUIREMENTS HAVING JURISDICTION AND USE ITS REASONABLE BEST
EFFORTS TO COMPLETE THE FOLLOWING WORK PRIOR TO JUNE 1, 1997 (OTHER THAN THE
WORK WITH RESPECT TO THE FIRST ADDITIONAL PREMISES WHERE THE LANDLORD SHALL
USE REASONABLE BEST EFFORT TO COMPLETE BY JUNE 1,1998):

(a)  DELIVERY OF EXISTING ELECTRICAL POWER TO THE PREMISES,

(b)  REPLACE ANY DAMAGED OR STAINED ACOUSTIC CEILING TILES IN THE PREMISES WITH
     NEW CEILING TILES IN THE SAME STYLE OF THE EXISTING TILES CURRENTLY
     INSTALLED IN THE PREMISES,

(c)  PROVIDE AND INSTALL NEW FLUORESCENT FIXTURES COMPLETE WITH NEW DIFFUSERS
     AND THE BUILDING'S STANDARD BULBS IN A SUFFICIENT QUANTITY TO PROVIDE AT
     LEAST 50-60 FOOT CANDLES OF LIGHT THROUGHOUT THE PREMISES,

(d)  REPAIR OR REPLACE ANY DAMAGED OR MISSING HORIZONTAL VENETIAN WINDOW BLINDS
     TO ALL EXTERIOR WINDOWS OF THE PREMISES, TO THE BUILDING'S STANDARD,

(e)  PROVIDE EMERGENCY AND COMMON AREA LIGHTING TO MEET BUILDING CODE
     REQUIREMENTS FOR AN OPEN CONCEPT DESIGN,

                                      -27-

<PAGE>

(f)  THE PREMISES (INCLUDING THE FIRST ADDITIONAL PREMISES AND, IF APPLICABLE,
     THE SPECIAL REFUSAL SPACE) SHALL BE EQUIPPED TO MEET CODE REQUIREMENTS FOR
     COMMERCIAL OFFICE SPACE AS AT THE APPLICABLE COMMENCEMENT DATE THEREFOR
     OTHER THAN HANDICAP ACCESSIBILITY AND RELATED ITEMS WHICH HANDICAP
     ACCESSIBILITY AND RELATED ITEMS, WITHIN THE PREMISES, SHALL BE COMPLETED BY
     THE TENANT IF REQUIRED BY SUCH CODE REQUIREMENTS SAVE AS PROVIDED IN
     SUBSECTION 12.02(j),

(g)  REMOVE AND DISPOSE OF THE FLOOR COVERINGS CURRENTLY SITUATED ON THE FLOOR
     OF THE PREMISES,

(h)  REPAIR ANY DAMAGED FLOOR SURFACE IN THE PREMISES TO BE READY TO RECEIVE THE
     TENANT'S FLOOR COVERINGS,

(i)  COMPLY WITH THE ONTARIO BUILDING CODE'S REQUIREMENTS FOR HANDICAPPED
     BARRIER FREE ACCESS TO THE BUILDING,

(j)  COMPLY WITH THE ONTARIO BUILDING CODE'S REQUIREMENTS FOR HANDICAPPED
     BARRIER FREE ACCESS IN THE WASHROOM FACILITIES LOCATED IN THE PREMISES,

(k)  DEMISING WALLS AND ENTRANCE/EXIT DOORS FROM THE COMMON AREAS OF THE
     BUILDING IN ACCORDANCE WITH DESIGN LAYOUTS AGREED UPON BY THE TENANT AND
     THE LANDLORD; AND

(l)  REMOVE ALL OF THE EXISTING INTERIOR PARTITIONING AND CLEAN ALL PERIMETER
     RADIATOR UNITS, INSIDE AND OUTSIDE.

THE LANDLORD'S WORK SHALL APPLY TO THE PREMISES, TO THE FIRST ADDITIONAL
PREMISES AND, IF APPLICABLE, TO THE SPECIAL REFUSAL SPACE (AS DEFINED IN SECTION
12.07).

SECTION 12.03 TENANT'S WORK

THE TENANT SHALL BE RESPONSIBLE FOR THE INSTALLATION AND COST OF ALL LEASEHOLD
IMPROVEMENTS INCLUDING WITHOUT LIMITATION, ALL INTERNAL PARTITIONS, FIXTURES,
MODIFICATIONS TO THE BUILDING'S SYSTEMS, INSTALLATION OF SPECIAL EQUIPMENT
REQUIRED BY THE TENANT, TELEPHONES, FACSIMILES MACHINES OR OTHER SPECIAL
COMMUNICATION EQUIPMENT SAVE AND EXCEPT ONLY LANDLORD'S WORK AS SET OUT IN
SECTION 12.02 OF THIS LEASE.  THE TENANT SHALL SUBMIT TO THE LANDLORD FOUR SETS
OF WORKING DRAWINGS OF ITS PROPOSED IMPROVEMENTS TO THE PREMISES WHICH DRAWINGS
MUST BE APPROVED BY THE LANDLORD IN ACCORDANCE WITH SECTION 5.03. ALL TENANT'S
WORK SHALL BE CARRIED ON IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS
LEASE INCLUDING WITHOUT LIMITATION THE REQUIREMENTS OF SECTION 5.03 AND THE
TERMS AND PROVISIONS OF THE TENANT LEASEHOLD IMPROVEMENT MANUAL SUPPLIED BY THE
LANDLORD. PRIOR TO COMMENCING ANY WORK OR INSTALLATION, THE TENANT SHALL APPLY
FOR AND THEREAFTER OBTAIN THE PRIOR WRITTEN APPROVAL OF THE LANDLORD AND SHALL
OBTAIN ALL NECESSARY BUILDING PERMITS AND APPROVALS REQUIRED BY THE CITY OF
NORTH YORK AND COPIES THEREOF HAVE BEEN PROVIDED TO THE LANDLORD. IF THE TENANT
COMMENCES ITS WORK PRIOR TO OBTAINING SUCH PERMITS AND APPROVALS, THE TENANT
SHALL BE LIABLE FOR THE COST OF ALL RECTIFICATION REQUIRED BY THE APPLICABLE
MUNICIPAL OR GOVERNMENTAL AUTHORITIES IN ORDER TO MEET BUILDING CODE
REQUIREMENTS. THE LANDLORD'S APPROVAL SHALL NOT UNREASONABLY WITHHELD OR
DELAYED. THE LANDLORD ACKNOWLEDGES THAT PART OF THE TENANT'S WORK TO BE DONE BY
THE TENANT AT ITS SOLE COST AND EXPENSE INCLUDES THE INSTALLATION OF AN
EMERGENCY BACK UP HEATING, VENTILATING AND AIR CONDITIONING SYSTEM AND
GENERATOR. LANDLORD AGREES THAT SUCH INSTALLATION SHALL BE PERMITTED SUBJECT TO
ITS CONSENT, NOT TO BE UNREASONABLY WITHHELD OR DELAYED AND SUBJECT TO ALL OTHER
REQUIREMENTS UNDER THIS LEASE AND THE LEASEHOLD IMPROVEMENT MANUAL.

SECTION 12.04 EARLY ACCESS AND OCCUPANCY

THE LANDLORD SHALL PERMIT THE TENANT ACCESS TO THE PREMISES (OTHER THAN THE
FIRST ADDITIONAL PREMISES) NOT LATER THAN JUNE 1, 1997 PROVIDED THAT THE TENANT
HAS OBTAINED OR APPLIED FOR ALL REQUIRED APPROVALS IN ACCORDANCE WITH SECTIONS
5.03 AND 12.03 OF THIS LEASE. FROM THE DATE THAT THE LANDLORD PERMITS THE TENANT
ACCESS AND FOR A PERIOD OF NINETY (90) DAYS THEREAFTER (THE "FIXTURING PERIOD"),
THE TENANT SHALL DILIGENTLY CARRY OUT THE TENANT'S WORK IN ACCORDANCE

                                     -28-
<PAGE>

WITH THE PROVISIONS OF SECTIONS 5.03 AND 12.03. DURING THE FIXTURING PERIOD,
THE TENANT SHALL NOT BE REQUIRED TO PAY NET RENT, ITS PROPORTIONATE SHARE OF
TAXES, OPERATING COSTS, UTILITIES, HOISTING CHARGES, SECURITY OR OTHER
SPECIAL COSTS PROVIDED THAT THE TENANT SHALL BE BOUND BY AND PERFORM ALL
OTHER OBLIGATION UNDER THIS LEASE. PROVIDED THE TENANT SHALL HAVE COMPLETED
ALL THE TENANT'S WORK IN ACCORDANCE WITH THE PROVISIONS OF THIS LEASE AND THE
TENANT LEASEHOLD IMPROVEMENT MANUAL, THE TENANT SHALL BE PERMITTED TO CARRY
ON BUSINESS IN THE PREMISES DURING THE REMAINDER OF THE FIXTURING PERIOD
(OTHER THAN THE FIRST ADDITIONAL PREMISES). FROM AND INCLUDING THE
COMMENCEMENT DATE, THE TENANT SHALL BEGIN MAKING ALL REQUIRED PAYMENTS OF NET
RENT AND ITS PROPORTIONATE SHARE OF TAXES, OPERATING COSTS AND UTILITIES IN
ACCORDANCE WITH THE PROVISIONS OF THIS LEASE. IN THE EVENT THE LANDLORD HAS
NOT COMPLETED ITS WORK SET OUT IN SECTION 12.02 WITH RESPECT TO THE PREMISES
(OTHER THAN THE FIRST ADDITIONAL PREMISES) ON OR BEFORE JUNE 1, 1997, TO
PERMIT THE TENANT ACCESS ON OR BEFORE SUCH DATE, THE TENANT SHALL BE
PERMITTED ACCESS ON SUCH SUBSEQUENT DATE ON WHICH THE LANDLORD SHALL HAVE
COMPLETED ITS WORK (THE "COMPLETION DATE") AND

(a)  THE FIXTURING PERIOD SHALL COMMENCE ON THE COMPLETION DATE AND END ON THE
     NINETIETH (90TH) DAY AFTER THE COMPLETION DATE;

(b)  THE COMMENCEMENT DATE SHALL BE ON THE DAY NEXT FOLLOWING THE EXPIRY OF THE
     FIXTURING PERIOD,

(c)  THE DATES FOR THE PAYMENT OF NET RENT IN SECTIONS 2.02(a), (b) AND (c)
     SHALL BE POSTPONED FOR CORRESPONDING PERIODS OF TIME AND

(d)  THE DATE IN SECTION 12.05(c) AND THE TERMINATION DATE REFERRED TO IN
     SECTION 12.05 SHALL BE POSTPONED FOR CORRESPONDING PERIODS OF TIME.

ON OR BEFORE THE COMMENCEMENT DATE, THE LANDLORD AND TENANT SHALL ENTER INTO A
WRITTEN AGREEMENT CONFIRMING SUCH CHANGES AND POSTPONEMENTS (IF ANY) WITH
RESPECT TO THE COMMENCEMENT DATE AND OTHER DATES. SAVE AND EXCEPT AS SET OUT IN
THIS SECTION 12.04, THE TENANT ACKNOWLEDGES THAT IT HAS NO OTHER REMEDY AGAINST
THE LANDLORD WITH RESPECT TO ANY DELAY IN THE COMMENCEMENT OF THE FIXTURING
PERIOD PROVIDED SUCH DELAY DOES NOT EXCEED THIRTY (30) DAYS.

SECTION 12.05 TERMINATION RIGHT

PROVIDED THAT:

(a)  THERE IS NOT AN EVENT OF DEFAULT WHICH IN THE REASONABLE OPINION OF THE
     LANDLORD IS MATERIAL,

(b)  THERE HAS NOT BEEN AN ASSIGNMENT OF THE LEASE EXCEPT TO A RELATED
     TRANSFEREE, AND

(c)  THE TENANT HAS GIVEN THE LANDLORD WRITTEN NOTICE ON OR BEFORE MARCH 1, 2002
     SPECIFYING WHAT PART OF THE PREMISES THE TENANT INTENDS TO SURRENDER (THE
     "SURRENDERED PREMISES")

THEN THE TENANT SHALL HAVE THE RIGHT TO SURRENDER TO THE LANDLORD THE
SURRENDERED PREMISES EFFECTIVE ON SEPTEMBER 1, 2002 (THE "TERMINATION DATE"). ON
OR BEFORE THE TERMINATION DATE, THE TENANT SHALL PAY TO THE LANDLORD BY WAY OF
CERTIFIED CHEQUE OR BANK DRAFT A TERMINATION FEE EQUAL TO $30.00 PER SQUARE FOOT
OF THE RENTABLE AREA OF THE SURRENDERED PREMISES AND SHALL EXECUTE THE
LANDLORD'S REASONABLE FORM OF SURRENDER AGREEMENT WITH RESPECT TO THE
SURRENDERED PREMISES WHICH SHALL INCLUDE WITHOUT LIMITATION RECIPROCAL RELEASES.
IN THE EVENT THE SURRENDERED PREMISES CONSTITUTE PART OF A FLOOR, THE LANDLORD
AND TENANT SHALL MUTUALLY AGREE, BOTH ACTING REASONABLY, AS TO THE AREA AND
LOCATION OF SUCH SURRENDERED PREMISES. IN THE EVENT THE LANDLORD AND TENANT HAVE
NOT MUTUALLY AGREED AS TO THE AREA AND LOCATION OF SUCH SURRENDERED PREMISES ON
OR BEFORE THE SIXTIETH (60TH) DAY PRIOR TO THE TERMINATION DATE, EITHER THE
LANDLORD OR THE TENANT MAY BY WRITTEN NOTICE REQUIRE ARBITRATION OF THE ISSUE
WHEREUPON THE PARTIES SHALL JOINTLY APPOINT A SINGLE ARBITRATOR.  IF THE PARTIES
ARE UNABLE TO

                                     -29-

<PAGE>

AGREE UPON AN ARBITRATOR, EITHER PARTY MAY APPLY TO A JUDGE OF THE ONTARIO
COURT (GENERAL DIVISION) TO MAKE SUCH APPOINTMENT. THE DECISION OF THE
ARBITRATOR SO APPOINTED SHALL BE FINAL AND BINDING UPON THE PARTIES HERETO
WITH NO RIGHT TO APPEAL OR TO SEEK LEAVE TO APPEAL THEREFROM. IT IS
UNDERSTOOD AND AGREED THAT THE ARBITRATOR SHALL BE QUALIFIED BY EDUCATION,
EXPERIENCE AND TRAINING TO MAKE A DECISION ON THE MATTER BEING ARBITRATED.
THE PARTIES COVENANT THAT THEIR DISPUTES SHALL BE SO DECIDED BY ARBITRATION
ALONE AND NOT BY RECOURSE TO ANY COURT OR ACTION OF LAW. THE ARBITRATION
SHALL BE CARRIED OUT PURSUANT TO THE PROVISIONS OF THE ARBITRATIONS ACT S.O.
1991 C.17 AS AMENDED OR REPLACED. THE EXPENSES OF ARBITRATION SHALL BE BORNE
EQUALLY BY THE LANDLORD AND TENANT EXCEPT THAT EACH PARTY SHALL BE
RESPONSIBLE FOR ITS RESPECTIVE SOLICITORS' FEES AND WITNESSES. THE TENANT
SHALL LEAVE THE SURRENDERED PREMISES IN GOOD AND SUBSTANTIAL REPAIR
(REASONABLE WEAR AND TEAR EXCEPTED) AND REPAIR ALL DAMAGE TO THE AREAS
OUTSIDE THE PREMISES RESULTING OR ARISING FROM THE TENANT'S VACATING THE
SURRENDERED PREMISES IN ACCORDANCE WITH ITS OBLIGATIONS UNDER THE LEASE.

SECTION 12.06 RENEWAL OPTIONS

PROVIDED THAT:

(a)  THERE IS NOT AN EVENT OF DEFAULT, WHICH IN THE REASONABLE OPINION OF THE
     LANDLORD IS MATERIAL,

(b)  THERE HAS NOT BEEN AN ASSIGNMENT OF THE LEASE EXCEPT TO A RELATED
     TRANSFEREE,

(c)  THE TENANT HAS GIVEN WRITTEN NOTICE TO THE LANDLORD NO EARLIER THAN TWELVE
     MONTHS AND NO LATER THAN SIX MONTHS PRIOR TO THE EXPIRATION OF THE TERM (OR
     THE TERM AS RENEWED, AS THE CASE MAY BE)

THEN THE TENANT SHALL HAVE TWO SUCCESSIVE RIGHTS TO RENEW THE TERM FOR A PERIOD
OF FIVE YEARS EACH, SUCH RENEWALS TO COMMENCE UPON THE EXPIRATION OF THE TERM
(OR THE TERM AS RENEWED, AS THE CASE MAY BE) AND THIS LEASE AND ALL OF ITS TERMS
SHALL CONTINUE IN FULL FORCE AND EFFECT DURING SUCH RENEWAL PERIODS, EXCEPT
THAT:

(d)  THE TENANT SHALL NOT BE ENTITLED TO ANY RENT FREE OR RENT REDUCED
     PERIODS, LANDLORD'S WORK, LEASEHOLD IMPROVEMENT ALLOWANCES OR OTHER
     INDUCEMENTS,

(e)  THE TENANT SHALL NOT HAVE ANY FURTHER OPTION TO EXTEND THE TERM FOLLOWING
     THE EXERCISE, IF ANY, OF THE FOREGOING TWO RENEWAL OPTIONS,

(f)  DURING EACH RENEWAL, THE TENANT SHALL PAY A NET RENT BASED ON THE THEN
     CURRENT FAIR MARKET RENT FOR THE PREMISES TAKING INTO ACCOUNT THAT THERE IS
     NO BROKERAGE COMMISSION AND THAT THE TENANT IS RECEIVING NO TENANT
     INDUCEMENTS AND TAKING INTO CONSIDERATION UNIMPROVED PREMISES SIMILAR TO
     THE PREMISES IN AN UNIMPROVED CONDITION WHICH ARE COMPARABLE IN SIZE,
     LOCATION, TYPE AND CONDITION FOR TENANTS LEASING SIMILAR PREMISES OF A
     SIMILAR SIZE AND TERM. IN THE EVENT THAT SUCH RENT HAS NOT BEEN AGREED UPON
     BY THE PARTIES FOUR MONTHS PRIOR TO THE COMMENCEMENT DATE OF THE RENEWAL
     TERM, EITHER PARTY MAY BY WRITTEN NOTICE REQUIRE ARBITRATION OF THE ISSUE,
     WHEREUPON THE PARTIES SHALL JOINTLY APPOINT A SINGLE ARBITRATOR. IF THE
     PARTIES ARE UNABLE TO AGREE UPON AN ARBITRATOR, EITHER PARTY MAY APPLY TO A
     JUDGE OF THE ONTARIO COURT (GENERAL DIVISION) TO MAKE SUCH APPOINTMENT. THE
     DECISION OF THE ARBITRATOR SO APPOINTED AS TO SUCH FAIR MARKET RENT SHALL
     BE FINAL AND BINDING UPON THE PARTIES HERETO WITH NO RIGHT TO APPEAL OR TO
     SEEK LEAVE TO APPEAL THEREFROM. THE PARTIES COVENANT THAT THEIR DISPUTES
     SHALL BE SO DECIDED BY ARBITRATION ALONE AND NOT BY RECOURSE TO ANY COURT
     OR ACTION OF LAW. IN RENDERING ITS DECISION, THE ARBITRATOR SHALL APPLY AND
     HAVE REGARD TO THE CRITERIA FOR ESTABLISHING THE FAIR MARKET RENT SET OUT
     IN THIS SECTION 12.06. THE ARBITRATION SHALL BE CARRIED OUT PURSUANT TO THE
     PROVISIONS OF THE ARBITRATIONS ACT, S.O. 1991 c.17 AS AMENDED OR REPLACED.
     THE EXPENSES OF ARBITRATION SHALL BE BORNE EQUALLY BY THE LANDLORD AND THE
     TENANT EXCEPT THAT EACH PARTY SHALL BE RESPONSIBLE FOR ITS RESPECTIVE
     SOLICITOR'S FEES AND WITNESSES.  IT IS UNDERSTOOD AND AGREED THAT THE
     ARBITRATOR SHALL BE QUALIFIED BY

                                     -30-

<PAGE>

     EDUCATION, EXPERIENCE AND TRAINING TO MAKE A DECISION ON THE MATTER BEING
     ARBITRATED,

(h)  FAILING WRITTEN NOTIFICATION TO THE LANDLORD IN ACCORDANCE WITH THIS
     SECTION 12.06, THE TENANT'S RENEWAL OPTIONS SHALL BE NULL AND VOID,

(i)  THE LANDLORD MAY, AT ITS OPTION, REQUIRE THE TENANT TO EXECUTE THE
     LANDLORD'S FORM OF LEASE RENEWAL AGREEMENT IN ORDER TO CONFIRM ONLY THE NET
     RENT PAYABLE DURING EACH OF SUCH RENEWALS,

(j)  FOR THE PURPOSES OF CLARITY, THE NET RENT DETERMINED UNDER THIS SECTION
     12.06 SHALL BE THE NET RENT UNDER THE LEASE AS AND WHEN RENEWED.

SECTION 12.07 FIRST REFUSAL RIGHT

IN THIS SECTION 12.07:

"REFUSAL SPACE" MEANS ANY OFFICE SPACE ON FLOORS 1, 2, 3, 4 OR 5 OF THE BUILDING
THAT ARE NOT PART OF THE PREMISES OR THE FIRST ADDITIONAL PREMISES AND FROM AND
INCLUDING JUNE 2, 1998, SHALL INCLUDE FOR GREATER CERTAINTY THE SPECIAL REFUSAL
SPACE.

"SPECIAL REFUSAL SPACE" MEANS ANY OFFICE SPACE ON THE 4TH FLOOR OF THE BUILDING
THAT IS NOT PART OF THE FIRST ADDITIONAL PREMISES.

(a)  PROVIDED THAT:

     (i)    THERE IS NOT AN EVENT OF DEFAULT WHICH IN THE REASONABLE OPINION OF
            THE LANDLORD IS MATERIAL, AND

     (ii)   THERE HAS NOT BEEN AN ASSIGNMENT OF THE LEASE EXCEPT TO A RELATED
            TRANSFEREE,

     THEN, SUBJECT TO THE EXISTING RIGHTS OF EXISTING TENANTS OF THE BUILDING AS
     OF MARCH 26, 1997 WITH RESPECT TO THE REFUSAL SPACE AND SPECIAL REFUSAL
     SPACE AS ALREADY DISCLOSED BY THE LANDLORD TO THE TENANT IN WRITING, THE
     TENANT SHALL HAVE THE RIGHTS SET OUT IN THIS SECTION 12.07.

(b)  PROVIDED THE TENANT HAS GIVEN WRITTEN NOTICE TO THE LANDLORD ON OR BEFORE
     JUNE 1, 1998 THAT THE TENANT REQUIRES THE SPECIAL REFUSAL SPACE, THE
     LANDLORD SHALL LEASE THE SPECIAL REFUSAL SPACE TO THE TENANT COMMENCING
     SEPTEMBER 1, 1998 ON THE SAME TERMS AND PROVISIONS AS IN THIS LEASE
     INCLUDING THE NINETY (90) DAY FIXTURING PERIOD AND THE LEASEHOLD
     IMPROVEMENT ALLOWANCE AS SET OUT IN SECTION 12.01 OF THIS LEASE SAVE AND
     EXCEPT THE NET RENT FOR THE SPECIAL REFUSAL SPACE WHICH SHALL BE AS
     FOLLOWS:

     (i)    FROM SEPTEMBER 1, 1998 TO AUGUST 31, 2002, BOTH INCLUSIVE, THE SUM
            OF TWO HUNDRED AND TWENTY FIVE THOUSAND DOLLARS ($225,000.00) PER
            ANNUM PAYABLE IN EQUAL MONTHLY INSTALLMENTS OF EIGHTEEN THOUSAND
            SEVEN HUNDRED AND FIFTY DOLLARS ($18,750.00) EACH IN ADVANCE ON THE
            FIRST DAY OF EACH CALENDAR MONTH DURING SUCH PERIOD OF THE TERM. THE
            NET RENT FOR SUCH PERIOD OF THE TERM IS BASED ON AN ANNUAL RATE OF
            TWELVE DOLLARS AND FIFTY CENTS ($12.50) PER SQUARE FOOT OF THE
            RENTABLE AREA OF THE SPECIAL REFUSAL SPACE,

     (ii)   FROM SEPTEMBER 1, 2002 TO AUGUST 31, 2007, BOTH INCLUSIVE, THE SUM
            OF TWO HUNDRED AND THIRTY FOUR THOUSAND DOLLARS ($234,000,000.00)
            PER ANNUM PAYABLE IN EQUAL MONTHLY INSTALLMENTS OF NINETEEN THOUSAND
            FIVE HUNDRED DOLLARS ($19,500.00) EACH IN ADVANCE ON THE FIRST DAY
            OF EACH CALENDAR MONTH DURING SUCH PERIOD OF THE TERM. THE NET RENT
            FOR SUCH PERIOD OF THE TERM IS BASED ON AN ANNUAL RATE OF THIRTEEN
            DOLLARS ($13.00) PER SQUARE FOOT OF THE RENTABLE AREA OF THE SPECIAL
            REFUSAL SPACE,

                                      -31-

<PAGE>

     IF THE TENANT FAILS TO GIVE SUCH NOTICE ON OR BEFORE JUNE 1, 1998 FOR THE
     SPECIAL REFUSAL SPACE, THE TENANT'S RIGHT TO LEASE THE SPECIAL REFUSAL
     SPACE PURSUANT TO THIS SUBSECTION 12.07(b) SHALL BE NULL AND VOID AND OF NO
     FORCE OR EFFECT WITHOUT PREJUDICE TO THE TENANT'S RIGHTS UNDER SUBSECTION
     12.07(c),

(c)  IF AT ANY TIME AFTER MARCH 26, 1997 OR DURING THE TERM OR ANY RENEWAL
     THEREOF, THE LANDLORD RECEIVES A BONA FIDE THIRD PARTY OFFER (THE "OFFER")
     WHICH THE LANDLORD IS PREPARED TO ACCEPT OR HAS ACCEPTED CONDITIONALLY WITH
     RESPECT TO ALL OR ANY PART OF THE REFUSAL SPACE, THE LANDLORD WILL GIVE
     WRITTEN NOTICE TO THE TENANT OF THE TERMS OF THE OFFER AND OFFER THE SAME
     TO THE TENANT ON THE SAME TERMS AS THE OFFER. THE TENANT SHALL HAVE FIVE
     BUSINESS DAYS FOLLOWING RECEIPT OF SUCH NOTICE TO ACCEPT SUCH OFFER BY
     WRITTEN NOTICE TO THE LANDLORD SAVE AND EXCEPT ONLY THE TERM WHICH SHALL BE
     CO-TERMINUS WITH THE TERM AND RENT AND OTHER PAYMENTS SHALL BE PRORATED TO
     REFLECT THE TERM REMAINING. IN THE EVENT THE TENANT FAILS TO ACCEPT SUCH
     OFFER WITHIN SUCH TIME, THE LANDLORD SHALL BE AT LIBERTY TO ACCEPT THE
     OFFER AND THE TENANT'S RIGHT OF FIRST REFUSAL WITH RESPECT TO SUCH PART OF
     THE REFUSAL SPACE SET OUT IN THE OFFER SHALL BE NULL AND VOID AND OF NO
     FURTHER FORCE OR EFFECT WITHOUT PREJUDICE TO THE TENANT'S RIGHTS UNDER THIS
     SUBSECTION 12.07(c) WITH RESPECT TO ANY REMAINING REFUSAL SPACE,

(d)  IF AT ANY TIME ON OR BEFORE MAY 26, 1998, THE LANDLORD RECEIVES A BONA FIDE
     THIRD PARTY OFFER WITH RESPECT TO THE WHOLE OF THE SPECIAL REFUSAL SPACE
     (THE "SPECIAL OFFER") WHICH THE LANDLORD IS PREPARED TO ACCEPT OR HAS
     ACCEPTED CONDITIONALLY, THE LANDLORD WILL GIVE WRITTEN NOTICE TO THE TENANT
     OF THE TERMS OF THE SPECIAL OFFER AND OFFER THE SAME TO THE TENANT ON THE
     SAME TERMS AS THE SPECIAL OFFER. THE TENANT SHALL HAVE FIVE (5) BUSINESS
     DAYS FOLLOWING RECEIPT OF SUCH NOTICE TO:

     (i)    ACCEPT SUCH OFFER BY WRITTEN NOTICE TO THE LANDLORD SAVE AND EXCEPT
            ONLY THE TERM WHICH SHALL BE CO-TERMINUS WITH THE TERM AND RENT AND
            OTHER PAYMENTS WHICH SHALL BE PRORATED TO REFLECT THE TERM
            REMAINING, OR

     (ii)   GIVE WRITTEN NOTICE TO THE LANDLORD REQUIRING THE LANDLORD TO LEASE
            THE SPECIAL REFUSAL SPACE TO THE TENANT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 12.07(b).

     IN THE EVENT THE TENANT FAILS TO ACCEPT SUCH OFFER OR FAILS TO GIVE SUCH
     NOTICE WITHIN SUCH TIME, THE LANDLORD SHALL BE AT LIBERTY TO ACCEPT THE
     SPECIAL OFFER AND THE TENANT'S RIGHT OF FIRST REFUSAL PURSUANT TO THIS
     SECTION 12.07(d) AND THE TENANT'S RIGHTS UNDER SECTION 12.07(b) SHALL BE
     NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT WITHOUT PREJUDICE TO THE
     TENANT'S RIGHTS UNDER SUBSECTION 12.07(c) WITH RESPECT TO ANY REMAINING
     REFUSAL SPACE.

SECTION 12.08 SIGNAGE

IN ADDITION TO THE TENANT'S RIGHTS SET OUT IN PARAGRAPH 12 OF SCHEDULE "D"
(RULES AND REGULATIONS) THE LANDLORD AGREES TO PROVIDE THE TENANT WITH SIGNAGE
ON THE EXISTING PODIUM SIGN AT THE FRONT OF THE BUILDING AT THE TENANT'S SOLE
COST AND EXPENSE. THE LANDLORD WARRANTS THAT AS AT THE DATE OF THIS LEASE, NO
TENANT IN THE BUILDING IS PERMITTED SIGNAGE ON THE FACIA OF THE BUILDING
PURSUANT TO ANY RIGHTS GRANTED BY THE LANDLORD. PROVIDED THAT THE TENANT IS IN
OCCUPANCY AND CARRYING ON BUSINESS ON AT LEAST TWO FULL FLOORS IN THE BUILDING,
THE LANDLORD AGREES THAT THE TENANT SHALL HAVE THE RIGHT OF FIRST REFUSAL TO
ATTACH ITS SIGNAGE AT THE TENANT'S SOLE COST AND EXPENSE ON THE FACIA OF THE
BUILDING IF THE LANDLORD AT ANY TIME IN THE FUTURE GRANTS SUCH RIGHT TO ANY
OTHER PERSON. ALL TENANT'S SIGNAGE SHALL BE INSTALLED AND MAINTAINED IN FULL
COMPLIANCE WITH AND SUBJECT TO ALL APPLICABLE BYLAWS AND OTHER GOVERNMENTAL
REQUIREMENTS AND SHALL BE REMOVED AT THE EXPIRY OR OTHER TERMINATION OF THE TERM
AT THE SOLE COST AND EXPENSE OF THE TENANT AND ALL DAMAGE CAUSED BY SUCH REMOVAL
SHALL BE REPAIRED TO THE REASONABLE SATISFACTION OF THE LANDLORD.

                                     -32-

<PAGE>

SECTION 12.09 PARKING

THE LANDLORD AGREES TO MAKE AVAILABLE TO THE TENANT DURING THE TERM, ONE
UNRESERVED, INDOOR PARKING PERMIT FOR THE PARKING FACILITY PROVIDED FOR THE
BUILDING WITHIN THE DEVELOPMENT FOR EACH 750 SQUARE FEET OF RENTABLE AREA LEASED
BY THE TENANT IN THE BUILDING. THE TENANT SHALL PAY PARKING FEES TO THE LANDLORD
(OR TO THE PARKING OPERATOR IF THE LANDLORD SO DIRECTS) THROUGHOUT THE TERM AT
THE PREVAILING RATES BEING CHARGED FOR PARKING PERMITS IN THE PARKING FACILITY
FROM TIME TO TIME. EACH SUCH PAYMENT SHALL BE MADE IN ADVANCE ON THE FIRST DAY
OF EACH MONTH THROUGHOUT THE TERM. THE USE OF EACH PARKING PERMIT BY THE TENANT
IS SUBJECT TO THE FOLLOWING:

(a)  ONE VEHICLE SHALL BE SPECIFICALLY DESIGNATED BY THE TENANT FOR EACH
     PERMIT;

(b)  THE LANDLORD RESERVES THE RIGHT TO MAKE SUCH REASONABLE RULES AND
     REGULATIONS WITH RESPECT TO THE USE OF THE PARKING FACILITY PROVIDED FOR
     THE BUILDING AS THE LANDLORD DEEMS ADVISABLE FROM TIME TO TIME;

(c)  THE USE BY THE TENANT OF THE PARKING FACILITY IS SUBJECT TO THE EXCLUSIVE
     CONTROL OF THE LANDLORD;

(d)  THE TENANT SHALL USE THE PARKING FACILITY AT ITS SOLE
     RISK;

(e)  THE USE OF THE PARKING FACILITY AFTER NORMAL BUSINESS HOURS SHALL BE ON
     A FIRST COME, FIRST SERVED BASIS.

                                     -33-

<PAGE>

SECTION 12.10 IRREVOCABLE LETTER OF CREDIT

ON OR BEFORE THE COMMENCEMENT DATE, THE TENANT SHALL PROVIDE TO THE LANDLORD AN
IRREVOCABLE LETTER OF CREDIT IN THE AMOUNT OF $500,000.00 IN THE FORM ATTACHED
HERETO AS SCHEDULE "E".

IN WITNESS WHEREOF the Landlord and Tenant have signed this Lease under seal.


                              YCC LIMITED
                              ------------------------------------------------
                                                                    (Landlord)


                              Per: [ILLEGIBLE]
                                   -------------------------------------------
                                   Authorized Signature



                              Per: [ILLEGIBLE]
                                   -------------------------------------------
                                   Authorized Signature


                              LONDON LIFE INSURANCE COMPANY
                              ------------------------------------------------
                                                                    (Landlord)


                              Per: /s/ JONATHAN BUTTON
                                   -------------------------------------------
                                   Authorized Signature
                                   Jonathan Button
                                   Director of Real Estate


                              Per: /s/ PHILIP GUNN
                                   -------------------------------------------
                                   Authorized Signature
                                   Philip Gunn
                                   Manager of Finance



                              LOYALTY MANAGEMENT GROUP CANADA INC
                              ------------------------------------------------
                                                                       (Tenant)


                              Per: [ILLEGIBLE]
                                   -------------------------------------------
                                   Authorized Signature



                              Per: [ILLEGIBLE]
                                   -------------------------------------------
                                   Authorized Signature


                                  I/We have authority to bind the corporation


                                     -34-


<PAGE>

                      SCHEDULE "A" - LEGAL DESCRIPTION OF LANDS

ALL AND SINGULAR that certain parcel or tract of land and premises situate,
lying and being in the City of North York, in the Municipality of Metropolitan
Toronto, and being composed of the whole of Lots 124, 125 and 126 and part of
Lots 116, 117, 118, 119, 120, 121, 122, 123, 127, 128, 135, 136, 137, 138, 139,
140 and 141 and part of John Street and the Lane, both as stopped up and closed
by By-law No. 28571 of The Corporation of the City of North York registered in
the Land Registry Office for the Registry Division of Toronto Boroughs as
Instrument Number T.B. 44348, all according to Plan 204 registered in the Land
Registry Office for the Registry Division of Toronto Boroughs, which said lands
are designated as Parts 1 and 2 on a Plan of Survey deposited in the Land
Registry Office for the Land Titles Division of Metropolitan Toronto as Plan
66R-13654.

TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS over, along and upon the following
described lands:

FIRSTLY: Those parts of lots 117, 118 and 119 according to Plan 204 registered
in the Land Registry Office for the Registry Division of Toronto Boroughs,
designated as Part 10 on a Plan of Survey deposited in the Land Registry Office
for the Land Titles Division of Metropolitan Toronto as Plan 66R-13183, as more
fully described in Transfer No. C-29836;

SECONDLY: Those parts of Lots 140 and 141 on said Plan 204 and that part of Lot
11, Concession 1 West of Yonge Street of the Geographic Township of North York
designated as Part 3 on a Plan of Survey deposited in the said Land Titles
Office as Plan 66R-13402, as more fully described in Transfer No. C-29836;

THIRDLY: That part of Lot 12 in Concession 1 West of Yonge Street designated as
Parts 14 and 15 on a Plan of Survey deposited in the said Land Titles Office as
Plan No. 66R-13391, as more fully described in Transfer No. C-29836;

FOURTHLY: That part of John Street on said Plan 204, stopped up and closed by
By-law No. 28571 of the Corporation of the City of North York registered in the
Land Registry Office for the Registry Division of Toronto Boroughs as Instrument
Number T.B. 44348, designated as Part 2 on a Plan of Survey deposited in the
said Land Titles Office as Plan No. 66R-13402, as more fully described in
Transfer No. C-29836;

FIFTHLY:    That part of Carson Crescent on Plan 3251, registered in the Land
Registry Office for the Registry Division of Toronto Boroughs, as stopped up and
closed by the said By-law No. 28571 of The Corporation of the City of North York
registered as Instrument No. T.B. 44348 in the Land Registry Office for the
Registry Division of Toronto Boroughs, designated as Parts 8, 9, 10 and 11 on a
Plan of Survey deposited in the said Land Titles Office as Plan No. 66R-13391,
as more fully described in Transfer No. C-29836.

TOGETHER WITH A RIGHT-OF-WAY AND EASEMENT in perpetuity over, along and upon
those parts of Carson Crescent according to said Plan 3251, stopped up and
closed by By-law No. 28571 of The Corporation of the City of North York
registered as Instrument Number T.B. 44348 designated as Parts 2, 3, 4 and 5 on
Plan 66R-13391 for all vehicular and pedestrian traffic, as more particularly
set out in C-29836.

TOGETHER WITH AN EASEMENT in perpetuity over, along and upon said Parts 2, 3, 4
and 5 on Plan 66R-13391 for the purpose of entering, constructing, maintaining,
inspecting, altering and repairing a roadway thereon, as more particularly set
out in C-29836.

TOGETHER WITH A RIGHT-OF-WAY AND EASEMENT in perpetuity at all times over, along
and upon that part of Lot 12 in Concession 1 West of Yonge Street designated as
Part 12 on Plan 66R-13391 for vehicular and pedestrian traffic, as more
particularly set out in C-29836.

                                     -35-

<PAGE>

TOGETHER WITH AN EASEMENT in perpetuity over, along and upon said Part 12 on
Plan 66R-13391 for the purpose of entering, constructing, maintaining,
inspecting, altering and repairing a roadway thereon, as more particularly set
out in C-29836.

TOGETHER WITH A TEMPORARY EASEMENT, together with all necessary machinery,
material, vehicles and equipment to enter in, over, along and upon that part of
Carson Crescent according to Plan 3251 in the Municipality of Metropolitan
Toronto registered in the Land Registry Office for the Registry Division of
Toronto Boroughs (No. 64), as stopped up and closed by North York By-law 28571
enacted and passed 7/9/82 registered as Instrument No. T.B. 44348 1/10/82 and
designated as Part 1 on Plan 64R-9654 for the purpose of gaining access for
constructing, operating, inspecting, maintaining, repairing, altering,
reconstructing and/or replacing the storm sewers and related appurtenances
incidental thereto in, under and upon that part of Block A according to Plan
3371 and that part of Lot 12 in concession 1 West of Yonge Street designated as
Parts 2 and 3 on Plan 64R-9654 for the term of the earlier of 3 years from
18/1/83 or the completion of construction of the said storm sewer and
appurtenances thereto with the terms and conditions, as more particularly set
out in C-51819.

TOGETHER WITH AN EXCLUSIVE EASEMENT and right in the nature of an easement in
perpetuity in, under, along, upon and across that part of Block A according to
Plan 3371 in the Municipality of Metropolitan Toronto and part of Lot 12 in
Concession 1 West of Yonge Street in the said Municipality of Metropolitan
Toronto registered in the Land Registry Office for the Registry Division of
Toronto Boroughs (No. 64), designated as Part 3 on Plan 64R-9654 for the
purposes of constructing, operating, inspecting, maintaining, repairing,
altering, reconstructing and/or replacing an Outfall Storm Sewer to the Don
River and all appurtenances thereto as may be required from time to time,
together with all machinery, materials, vehicles and equipment as may be
necessary for the enjoyment of the said right and easement, as more particularly
set out in C-51820.

TOGETHER WITH A TEMPORARY EASEMENT to enter in, over, along and upon that part
of Block A according to said Plan 3371 designated as Part 2 on Plan 64R-9654
together with all machinery, materials, vehicles and equipment for the purpose
of access in connection with the permanent easement to construct the said
Outfall Storm Sewer and all appurtenances thereto until all construction has
been completed in, upon, under and across the lands in the permanent easement
above described and the lands in the temporary easement above described have
been restored as nearly as possible to their previous condition, as more
particularly set out in C-51820.

TOGETHER WITH A TEMPORARY EASEMENT for installing and maintaining landscaping
in, over and upon part of Lot 11, Concession 1, West of Yonge Street, in the
City of North York and parts of Lots 103, 104 and 105 on Plan 204 (City of North
York) registered in the Land Registry Office for the Registry Division of
Toronto Boroughs (No. 64) designated as Part 2 on Plan 64R-10359 deposited in
the said Office, with the rights, terms, conditions and covenants and with the
commencement and expiry dates as more particularly set out in Instrument T.B.
223174 attached to C-187041.

                                     -36-

<PAGE>

                     SCHEDULE "A-1" - LEGAL DESCRIPTION OF LANDS

ALL AND SINGULAR that certain parcel or tract of land and premises situate,
lying and being in the City of North York, in the Municipality of Metropolitan
Toronto, and being composed of the whole of Lots 8, 9, 10, 13, 14, 15, 16, 17,
18, 19, 20, 21, 22, 23 and 24 and part of Lot 7, and part of Carson Crescent, as
stopped up and closed by By-law No. 28571 of The Corporation of the City of
North York, all according to Plan 3251 registered in the Land Registry office
for the Registry Division of Toronto Boroughs, and part of Block A according to
Plan 3371 registered in the said Land Registry Office, and parts of Lots 11 and
12 in Concession 1 West of Yonge Street of the geographic Township of North
York, and the whole of lots 129, 130 and 142 and part of Lots 122, 123, 127,
128, 131, 132, 133, 134, 135, 136, 137, 138, 139, 140 and 141 and part of the
reserve and part of John Street, as stopped up and closed by By-law No. 28571 of
The Corporation of the City of North York, and part of the Five Foot Reserve at
the western end of John Street, as established and laid out as a part of John
Street by By-law No. 28514 of the Corporation of the City of North York, as
stopped up and closed by By-law No. 28571 of The Corporation of the City of
North York, all according to Plan 204 registered in the said Registry Office,
which lands are designated as Part 3 on a Plan of Survey deposited in the Land
Registry Office for the Land Titles Division of Metropolitan Toronto as Plan
66R-13654.

TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS over, along and upon the following
described lands:

FIRSTLY: Those parts of lots 117, 118 and 119 according to Plan 204 registered
in the Land Registry Office for the Registry Division of Toronto Boroughs,
designated as Part 10 on a Plan of Survey deposited in the Land Registry Office
for the Land Titles Division of Metropolitan Toronto as Plan 66R-13183, as more
fully described in Transfer No. C-29836;

SECONDLY: Those parts of Lots 140 and 141 on said Plan 204 and that part of Lot
11, Concession 1 West of Yonge Street of the Geographic Township of North York
designated as Part 3 on a Plan of Survey deposited in the said Land Titles
Office as Plan 66R-13402, as more fully described in Transfer No. C-29836;

THIRDLY: That part of Lot 12 in Concession 1 West of Yonge Street designated as
Parts 14 and 15 on a Plan of Survey deposited in the said Land Titles Office as
Plan No. 66R-13391, as more fully described in Transfer No. C-29836;

FOURTHLY: That part of John Street on said Plan 204, stopped up and closed by
By-law No. 28571 of the Corporation of the City of North York registered in the
Land Registry Office for the Registry Division of Toronto Boroughs as Instrument
Number T.B. 44348, designated as Part 2 on a Plan of Survey deposited in the
said Land Titles Office as Plan No. 66R-13402, as more fully described in
Transfer No. C-29836;

FIFTHLY: That part of Carson Crescent on Plan 3251, registered in the Land
Registry Office for the Registry Division of Toronto Boroughs, as stopped up and
closed by the said By-law No. 28571 of The Corporation of the City of North York
registered as Instrument No. T.B. 44348 in the Land Registry Office for the
Registry Division of Toronto Boroughs, designated as Parts 8, 9, 10 and 11 on a
Plan of Survey deposited in the said Land Titles Office as Plan No. 66R-13391,
as more fully described in Transfer No. C-29836.

TOGETHER WITH A RIGHT-OF-WAY AND EASEMENT in perpetuity over, along and upon
those parts of Carson Crescent according to said Plan 3251, stopped up and
closed by By-law No. 28571 of The Corporation of the City of North York
registered as Instrument Number T.B. 44348 designated as Parts 2, 3, 4 and 5 on
Plan 66R-13391 for all vehicular and pedestrian traffic, as more particularly
set out in C-29836.

                                     -37-

<PAGE>

TOGETHER WITH AN EASEMENT in perpetuity over, along and upon said Parts 2, 3, 4
and 5 on Plan 66R-13391 for the purpose of entering, constructing, maintaining,
inspecting, altering and repairing a roadway thereon, as more particularly set
out in C-29836.

TOGETHER WITH A RIGHT-OF-WAY AND EASEMENT in perpetuity at all times over, along
and upon that part of Lot 12 in Concession 1 West of Yonge Street designated as
Part 12 on Plan 66R-13391 for vehicular and pedestrian traffic, as more
particularly set out in C-29836.

TOGETHER WITH AN EASEMENT in perpetuity over, along and upon said Part 12 on
Plan 66R-13391 for the purpose of entering, constructing, maintaining,
inspecting, altering and repairing a roadway thereon, as more particularly set
out in C-29836.

TOGETHER WITH A TEMPORARY EASEMENT, together with all necessary machinery,
material, vehicles and equipment to enter in, over, along and upon that part of
Carson Crescent according to Plan 3251 in the Municipality of Metropolitan
Toronto registered in the Land Registry Office for the Registry Division of
Toronto Boroughs (No. 64), as stopped up and closed by North York By-law 28571
enacted and passed 7/9/82 registered as Instrument No. T.B. 44348 1/10/82 and
designated as Part 1 on Plan 64R-9654 for the purpose of gaining access for
constructing, operating, inspecting, maintaining, repairing, altering,
reconstructing and/or replacing the storm sewers and related appurtenances
incidental thereto in, under and upon that part of Block A according to Plan
3371 and that part of Lot 12 in concession 1 West of Yonge Street designated as
Parts 2 and 3 on Plan 64R-9654 for the term of the earlier of 3 years from
18/1/83 or the completion of construction of the said storm sewer and
appurtenances thereto with the terms and conditions, as more particularly set
out in C-51819.

TOGETHER WITH AN EXCLUSIVE EASEMENT and right in the nature of an easement in
perpetuity in, under, along, upon and across that part of Block A according to
Plan 3371 in the Municipality of Metropolitan Toronto and part of Lot 12 in
Concession 1 West of Yonge Street in the said Municipality of Metropolitan
Toronto registered in the Land Registry Office for the Registry Division of
Toronto Boroughs (No. 64), designated as Part 3 on Plan 64R-9654 for the
purposes of constructing, operating, inspecting, maintaining, repairing,
altering, reconstructing and/or replacing an Outfall Storm Sewer to the Don
River and all appurtenances thereto as may be required from time to time,
together with all machinery, materials, vehicles and equipment as may be
necessary for the enjoyment of the said right and easement, as more particularly
set out in C-51820.

TOGETHER WITH A TEMPORARY EASEMENT to enter in, over, along and upon that
part of Block A according to said Plan 3371 designated as Part 2 on Plan
64R-9654 together with all machinery, materials, vehicles and equipment for
the purpose of access in connection with the permanent easement to construct
the said Outfall Storm Sewer and all appurtenances thereto until all
construction has been completed in, upon, under and across the lands in the
permanent easement above described and the lands in the temporary easement
above described have been restored as nearly as possible to their previous
condition, as more particularly set out in C-51820.

TOGETHER WITH A TEMPORARY EASEMENT for installing and maintaining landscaping
in, over and upon part of Lot 11, Concession 1, West of Yonge Street, in the
City of North York and parts of Lots 103, 104 and 105 on Plan 204 (City of North
York) registered in the Land Registry Office for the Registry Division of
Toronto Boroughs (No. 64) designated as Part 2 on Plan 64R-10359 deposited in
the said Office, with the rights, terms, conditions and covenants and with the
commencement and expiry dates as more particularly set out in Instrument T.B.
223174 attached to C-187041.

                                     -38-
<PAGE>

                      SCHEDULE "B" - FLOOR PLAN OF THE PREMISES

See Schedules B-1, B-2 and B-3 attached.












                                     -39-

<PAGE>

           [Logo]

                                 SCHEDULE "B-1"

      Floor Plan of 2nd Floor of 4110 Yonge Street, North York, Ontario


                                  [FLOOR PLAN]

LOYALTY MANAGEMENT GROUP CANADA INC. - YONGE CORPORATE CENTRE - 1997

                                     -39A-

<PAGE>

           [Logo]
                                 SCHEDULE "B-2"

      Floor Plan of 3rd Floor of 4110 Yonge Street, North York, Ontario


                                  [FLOOR PLAN]

LOYALTY MANAGEMENT GROUP CANADA INC. - YONGE CORPORATE CENTRE - 1997

                                     -39B-

<PAGE>

                                 SCHEDULE "B-3"

                  FLOOR PLAN OF THE FIRST ADDITIONAL PREMISES


                                  [FLOOR PLAN]




   [Logo]
   YONGE       TYPICAL FLOOR PLAN
 CORPORATE          [Legend]
  CENTRE
[Illegible]
 PHASE TWO
                                     -39C-

<PAGE>

                              SCHEDULE "C" - DEFINITIONS

In this Lease and in the Schedules to this Lease:

1.   "ADDITIONAL RENT" means all sums of money required to be paid by the Tenant
     under this Lease (except Net Rent) TO THE LANDLORD whether or not the same
     are designated "Additional Rent"xxx xxx xxxxxxx xx xxx xxxxxxxx xx
     xxxxxxxxxxxxx.

2.   "ALTERATIONS" means all repairs, replacements, improvements or alterations
     to the Premises by the Tenant.

3.   "ARCHITECT" means the architect from time to time named by the Landlord
     (BUT NOT AN EMPLOYEE).

4.   "BUILDING" means the multi-storey building known municipally as 4110 Yonge
     Street, North York, Ontario, and generally as Yonge Corporate Centre and
     including all premises rented or intended to be rented therein, whether for
     office, restaurant, retail, banking or other purposes; and facilities
     serving the Building or having utility in connection therewith, as
     REASONABLY determined by the Landlord, whether or not located directly
     under the Building, which areas and facilities may include, without
     limitation, internal malls, sidewalks and plazas, exhibit areas, storage
     and mechanical areas, janitor rooms, mail rooms, telephone, mechanical
     and electrical rooms, stairways, escalators, elevators, truck and
     receiving areas,driveways, parking facilities, loading docks and corridors.

4A.  "BUSINESS DAY" MEANS ANY DAY OTHER THAN A SATURDAY, A SUNDAY OR A STATUTORY
     HOLIDAY.

5.   "BUSINESS TAX" means all taxes (whether imposed on the Landlord or Tenant)
     attributable to the personal property, trade fixtures, business, income,
     occupancy or sales of the Tenant or any other occupancy of the Premises and
     to any SEPARATE ASSESSMENT OF leasehold improvements installed in the
     Premises and to the use of the Building or Lands by the Tenant.

6.   "CAPITAL TAX" is an amount determined by multiplying each of the
     "Applicable Rates" by the "Building Capital" and totalling the products,
     "Building Capital" is the amount of capital which the Landlord determines,
     without duplication, is invested from time to time by the Landlord, the
     owners, or all of them, in doing all or any of the following:  acquiring,
     developing, expanding, redeveloping and improving the Building. Building
     Capital will not be increased by any financing or refinancing except to the
     extent that the proceeds are invested directly as Building Capital. An
     "Applicable Rate" is the capital tax rate specified from time to time under
     any statute of Canada and any statute of the Province of Ontario which
     imposes a tax in respect of the capital of corporations. Each Applicable
     Rate will be considered to be the rate that would apply if none of the
     Landlord or the owners employed capital outside of the Province of Ontario.

7.   "CHANGE OF CONTROL" means, in the case of any corporation or partnership,
     the transfer or issue by sale, assignment, subscription, transmission on
     death, mortgage, charge, security interest, operation of law or otherwise,
     of any shares, voting rights or interest which would result in any change
     in the effective control of such corporation or partnership unless such
     change occurs as a result of trading in the shares of a corporation listed
     on a recognized stock exchange in Canada or the United States and then only
     so long as the Landlord receives assurances reasonably satisfactory to it
     that there will be a continuity of management and of the  business
     practices of such corporation notwithstanding such Change of Control.

8.   "COMMENCEMENT DATE" means the date on which the Term commences under
     Section 1.02 OR AS DETERMINED PURSUANT TO SECTION 12.04.

9.   "DEVELOPMENT" means the Lands, the Building, the subway tunnel, and all
     other buildings,

                                     -40-

<PAGE>

     structures, improvements, equipment and fixtures and facilities situated
     on the Lands from time to time.

10.  An "EVENT OF DEFAULT" shall occur whenever:

     (a)    any Rent xxx xx xxxxxxxxxxxx xxx xx xxx xxxx xx OR ANY OTHER SUMS OF
            MONEY REQUIRED TO BE PAID BY THE TENANT UNDER THIS LEASE TO THE
            LANDLORD ARE IN ARREARS AND ARE NOT PAID WITHIN FIVE (5) days after
            written demand by the Landlord;

     (b)    the Tenant has breached any of its obligations in this Lease (other
            than the payment of Rent) and:

            (i)     fails to remedy such breach within 15 days (or such shorter
                    period as may be provided in this Lease); or,

            (ii)    if such breach cannot be reasonably remedied within 15 days
                    or such shorter period, the Tenant fails to commence to
                    remedy such breach within such 15 days or shorter period or
                    thereafter fails to proceed diligently to remedy such
                    breach;

            in either case after notice in writing from the Landlord;

     (c)    the Tenant or any Indemnifier becomes bankrupt or insolvent or takes
            the benefit of any statute for bankrupt or insolvent debtors or
            makes any proposal, assignment or arrangement with its creditors, or
            any steps are taken or proceedings commenced by any Person for the
            dissolution, winding-up or other termination of the Tenant's
            existence or the liquidation of its assets;

     (d)    a trustee, receiver, receiver/manager or like Person is appointed
            with respect to the business or assets of the Tenant or any
            Indemnifier AND SUCH APPOINTMENT IS NOT CONTESTED IN GOOD FAITH BY
            THE TENANT;

     (e)    the Tenant makes a sale in bulk of all or a substantial portion of
            its assets IN THE PREMISES other than in conjunction with a Transfer
            xxxxxxxxx xx xxx xxxxxxxx PERMITTED HEREUNDER;

     (f)    this Lease or any of the Tenant's assets are taken under a writ of
            execution WHICH WRIT IS NOT CONTESTED IN GOOD FAITH BY THE TENANT;

     (g)    the Tenant purports to make a Transfer other than in compliance with
            the provisions of this Lease;

     (h)    the Tenant abandons or attempts to abandon the Premises or disposes
            of its goods so that there would not after such disposal be
            sufficient goods of the Tenant on the Premises subject to distress
            to satisfy Rent for at least 3 months, or the Premises become vacant
            and unoccupied for a period of 10 consecutive days or more without
            the consent of the Landlord NOT TO BE UNREASONABLY WITHHELD;

     (i)    any insurance policies covering any part of the Development or any
            occupant thereof are actually or threatened to be cancelled or
            adversely changed as a result of any ILLEGAL use or occupancy of the
            Premises;

     (j)    IF AT ANY TIME OR TIMES THERE IS A CHANGE OF CONTROL AND THE
            LANDLORD, ACTING IN A COMMERCIALLY REASONABLE MANNER, DETERMINES
            THAT THE TENANT OR TRANSFEREE (AS THE CASE MAY BE) IS NOT CARRYING
            ON ITS BUSINESS IN A REPUTABLE AND FIRST CLASS MANNER OR DOES NOT
            EMPLOY REPUTABLE PERSONNEL, CONTRACTORS AND AGENTS AND THE TENANT
            FAILS TO REMEDY SUCH BREACH WITHIN FIFTEEN (15) DAYS

                                     -41-

<PAGE>

            AFTER NOTICE IN WRITING FROM THE LANDLORD; OR


     (k)    IF AT ANY TIME OR TIMES THERE IS A SALE OF ALL OR SUBSTANTIALLY ALL
            OF THE ASSETS OF THE TENANT (OTHER THAN IN CONNECTION WITH A
            TRANSFER TO A RELATED TRANSFEREE) AND THE LANDLORD, ACTING IN A
            COMMERCIALLY REASONABLE MANNER, DETERMINES THAT THE TRANSFEREE IS
            NOT CARRYING ON ITS BUSINESS IN A REPUTABLE AND FIRST CLASS MANNER
            OR DOES NOT EMPLOY REPUTABLE PERSONNEL, CONTRACTORS AND AGENTS AND
            THE TENANT FAILS TO REMEDY SUCH BREACH WITHIN FIFTEEN (15) DAYS
            FOLLOWING NOTICE IN WRITING FROM THE LANDLORD.

11.  "FISCAL YEAR" means (i) the period of time commencing on the Commencement
     Date and ending on the last day of the next ensuing December; and (ii)
     thereafter the period of time commencing on the first day of January and
     ending on the last day of the next ensuing December, or (iii) the fiscal
     period NOT EXCEEDING TWELVE (12) MONTHS (UNLESS THE LANDLORD IS CHANGING
     ITS FISCAL PERIOD) designated by the Landlord from time to time.

12.  "INDEMNIFIER" means the Person, if any, who has executed or agreed to
     execute the Indemnity Agreement attached to this Lease as Schedule "E", or
     any other indemnity agreement in favour of the Landlord.

13.  "LANDLORD" means the party named as landlord on the first page of this
     xxxxxxx LEASE, and those for whom it is responsible in law.

14.  "LANDS" means the lands situated in the City of North York, in the Province
     of Ontario on which the Building is or will be constructed, as more
     particularly described in Schedule "A" and Schedule "A-1", or as such lands
     may be expanded or reduced from time to time.

15.  "LEASE" OR "LEASE" means this document as originally signed, sealed and
     delivered or as amended from time to time, which amendments shall be in
     writing, signedxxxxxxxxx and delivered by both the Landlord and the Tenant.

16.  "LEASEHOLD IMPROVEMENTS" mean leasehold improvements in the Premises
     determined according to common law, and shall include, without limitation,
     all fixtures, improvements, installations, alterations and additions from
     time to time made, erected or installed in the Premises by or on behalf of
     the Tenant xxx xxx xxxxxxxxxxxx xxxxxxxx xx xxx xxxx, including signs and
     lettering, 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
     in the nature of fixtures.

17.  "MORTGAGE" means any and all mortgages, charges, debentures, security
     agreements, trust deeds, hypothecs or like instruments resulting from
     financing, refinancing or collateral financing (including renewals or
     extensions thereof) made or arranged by the Landlord of its interest in all
     or any part of the Development.

18.  "MORTGAGEE" means the holder of, or secured party under, any Mortgage and
     includes any trustee for bondholders.

19.  "NET RENT" means the annual rent payable by the Tenant under Section 2.02.

20.  "NET RENTABLE AREA" means, in the case of premises consisting of part of a
     floor, the floor area bounded by the inside surface of the exterior glass,
     the Premises side of the corridor or other permanent partitions and the
     centre of partitions that separate the premises from adjoining leasable
     areas (if any) without deductions for columns or projections but after
     making the same exclusions as are made in computing Rentable Area.

21.  "NORMAL BUSINESS HOURS" means the hours from 8:00 a.m. to 6:00 p.m. on
     Mondays through Fridays and the hours from 8:00 a.m. to 1:00 p.m. on
     Saturdays, unless any such day is a

                                     -42-

<PAGE>

     statutory holiday.

22.  "OPERATING COSTS" means (without duplication) any amounts paid or payable
     whether by the Landlord or by others on behalf of the Landlord for
     maintenance, operation, repair, replacement to and administration of the
     Development or allocated by the Landlord to the Development and for
     services provided generally to tenants, calculated as if each building
     erected on the Lands were 100% occupied by tenants during the Term.
     including without limitation:

     (a)    the cost of insurance which the Landlord is obligated or permitted
            to obtain under this Lease;

     (b)    the cost of security, janitorial, landscaping, window cleaning,
            garbage removal and snow removal services;

     (c)    the cost of heating, ventilating and air-conditioning INCLUDING
            OCCUPIED OR OCCUPIABLE PREMISES;

     (d)    the cost of fuel, steam, water, electricity, telephone and other
            utilities used in the maintenance, operation or administration of
            the Development, including charges and imposts related to such
            utilities to the extent such costs, charges and imposts are not
            recovered xxxxx xxxxx xxxxxxxxxxxxx OR RECOVERABLE FROM OTHER
            TENANTS IN THE SAME MANNER AS PROVISION FOR RECOVERY FROM THE TENANT
            PURSUANT TO THIS LEASE;

     (e)    ON-SITE management office expenses of operation, and salaries, wages
            and other amounts paid or payable for all personnel involved in the
            ON-SITE  repair, maintenance, operation, on site management,
            security, supervision or cleaning of the Development, including
            fringe benefits, unemployment and worker's compensation insurance
            premiums, pension plan contributions and other employment costs;

     (f)    auditing, accounting, legal and other professional and consulting
            fees and disbursements;

     (g)    the costs:

            (i)     of repairing, operating and maintaining the Development and
                    the equipment serving the Development and of all
                    replacements and modifications to the Development or such
                    equipment, including those made by the Landlord in order to
                    comply with laws or regulations affecting the Development;

            (ii)    incurred by the Landlord in providing and installing energy
                    conservation equipment or systems INTENDED TO REDUCE
                    OPERATING COSTS and life safety systems;

            (iii)   incurred by the Landlord to make alterations, replacements
                    or additions to the Development intended to reduce operating
                    costs, improve the operation of the Development or maintain
                    its operation as a first class office Development (OTHER
                    THAN CAPITAL COSTS THAT ARE FOR THE UPGRADING OF THE
                    BUILDING OR ANY OF ITS COMPONENTS); and,

            (iv)    incurred to replace machinery or equipment which by its
                    nature requires periodic replacement;

            all to the extent that such costs are fully chargeable in the Fiscal
            Year in which they are incurred in accordance with xxxxxxxxx
            GENERALLY ACCEPTED accounting principles;

                                     -43-

<PAGE>

     (h)    the cost of the rental of all equipment supplies, tools, materials
            and signs;

     (i)    all REASONABLE costs incurred by the Landlord in contesting or
            appealing taxes or related assessments including legal, appraisal
            and other professional fees, and administration and overhead costs;

     (j)    Capital Tax;

     (k)    depreciation or amortization of the costs referred to in paragraph
            22(g) above as determined by the Landlord in accordance with sound
            accounting principles, if such costs have not been charged fully in
            the Fiscal Year in which they are incurred;

     (l)    Interest calculated at 2 percentage points above the annual rate of
            interest generally announced as being its prime rate for Canadian
            dollar demand loans by any Canadian chartered bank designated from
            time to time by the Landlord upon the undepreciated or unamortized
            balance of the costs referred to in paragraph 22(k); and

     (m)    a reasonable fee for the administration and management of the
            Development applied to the total rents (including additional and
            percentage rents) received from tenants of the Development, which
            fee shall be comparable to fees charged by property management
            companies for managing and administering developments in the City of
            North York similar to the Development.

     Operating Costs shall exclude or have deducted from them as the case may
     be:

     (aa)   all amounts which otherwise would be included in Operating Costs
            which are recovered by the Landlord from tenants (other than under
            sections of their leases comparable to Section 2.03 of this Lease);

     (bb)   such of the Operating Costs as are recovered from insurance
            proceeds, warranties or guarantees, to the extent such recovery
            represents reimbursements for costs previously included in Operating
            Costs;

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

     (dd)   ground rent payable by the Landlord to the owner of the Lands under
            any ground lease of the Lands;

     (ee)   all amounts which otherwise would be included in Operating Costs
            which are directly attributable to the operation of the parking
            garage forming part of and serving the Development AND ALL COST OF
            REPAIR OR REPLACEMENT TO SUCH PARKING GARAGE CAUSED BY ITS USE BY
            CARS OR OTHER VEHICLES;

     (ff)   commissions and other expenses payable in connection with the
            marketing and leasing of the Building including the cost of any
            leasehold improvement allowance or other inducement paid to tenants
            of the Buildingxxxx

     (gg)   the amount of any goods and services tax ("G.S.T.") paid or payable
            by the Landlord on the purchase of goods and services included in
            Operating Costs which may be available to the Landlord as a credit
            in determining the Landlord's net tax liability or refund on account
            of G.S.T.

     (hh)   BAD DEBTS AND THE COLLECTION OF LEGAL COSTS ASSOCIATED WITH BAD
            DEBTS;

     (ii)   ANY AMOUNT PAYABLE AS A RESULT OF LANDLORD'S NON-COMPLIANCE WITH ANY
            LAW, BY-LAW, REGULATION OR ACT; AND

     (jj)   COSTS RELATING TO THE REPAIR OR REPLACEMENT OF STRUCTURAL DEFECTS.

                                     -44-

<PAGE>

     Costs incurred in maintaining and operating the Development may be
     attributed by the Landlord to the various components of the Development in
     accordance with reasonable and current practices and on a basis consistent
     with the nature of the particular costs being attributed, and the costs so
     attributed may be allocated to the tenants of such components accordingly.

23.  "PERSON" means any person, firm, partnership or corporation, or any group
     or combination of persons, firms, partnerships or corporations.

24.  "PREMISES" means the premises leased to the Tenant described in Section
     1.01 and includes Leasehold Improvements in such premises AND SHALL INCLUDE
     WHEN APPLICABLE, THE FIRST ADDITIONAL PREMISES.

25.  "PROPORTIONATE SHARE" means a fraction which has as its numerator the
     Rentable Area of the Premises and as its denominator the Total Rentable
     Area of the Development.

25A. "RELATED TRANSFEREE" MEANS ANY CORPORATION THAT IS A WHOLLY OWNED
     SUBSIDIARY OF THE TENANT OR A CORPORATION RESULTING FROM AN AMALGAMATION
     UNDER THE ONTARIO BUSINESS CORPORATION ACT BETWEEN THE TENANT AND A
     CORPORATION AFFILIATED WITH THE TENANT (WITHIN THE MEANING OF THE SAID
     ACT), PROVIDED THAT IF THERE IS A CHANGE OF CONTROL WITH RESPECT TO THE
     AMALGAMATED CORPORATION IT SHALL BE SUBJECT TO THE LANDLORD'S RIGHT TO
     DETERMINE WHETHER SUCH CHANGE OF CONTROL CONSTITUTES AN EVENT OF DEFAULT
     PURSUANT TO SECTION 10(j) OF THIS SCHEDULE "C".

26.  "RENT" means the aggregate of Net Rent and Additional Rent.

27.  "RENTABLE AREA" means (a) in the case of premises used or intended to be
     used for office purposes and occupying an entire floor, the floor area
     bounded by the inside surface of the glass on the exterior walls, including
     without limitation, washrooms, telephone, electrical and janitorial closets
     and elevator lobbies; (b) in the case of premises used or intended to be
     used for office purposes and consisting of part of a floor, the area
     computed by multiplying the Net Rentable Area of such premises by a
     fraction, the numerator of which is the aggregate floor area of the floor
     on which the Premises are located (using the measurement method set out in
     subparagraph (a)) and the denominator of which is the aggregate Net
     Rentable Area of all office premises on such floor; and (c) in the case of
     premises used or intended to be used for retail purposes, the Net Rentable
     Area thereof. In calculating Rentable Area, stairs, elevator shafts, flues,
     stacks, pipe shafts and vertical ducts with their own enclosing walls, any
     of which are used in common, shall be excluded but no deductions or
     exclusions shall be made for columns and projections necessary for the
     Building. The Landlord may for the purpose of calculating the Net Rent and
     any Proportionate Share change the fraction referred to in subparagraph (b)
     from time to time to reflect the actual ratio of the aggregate floor area
     of the floor on which the Premises are located (using the measurement
     method set out in subparagraph (a)) to the aggregate Net Rentable Area of
     all office premises on such floor.

28.  "RULES AND REGULATIONS" means the rules and regulations adopted and
     promulgated by the Landlord from time to time pursuant to Section 11.01.
     The Rules and Regulations existing as at the Commencement Date are those
     set out in Schedule "D".

29.  "TAXES" means all taxes, levies, charges, local improvement rates and
     assessments whatsoever assessed or charged against the Development or any
     part thereof by any lawful taxing authority and including any amounts
     assessed or charged in substitution for or in lieu of any such taxes, but
     excluding only such taxes as CAPITAL TAX, capital gains taxes, corporate,
     income, profit or excess profit taxes to the extent such taxes are not
     levied in lieu of any of the foregoing against the Development or the
     Landlord in respect thereof. Taxes shall in every instance be calculated on
     the basis of the Total Rentable Area of the Building being assessed as
     fully leased and operational.

30.  "TENANT" means the party named as tenant on the first page of this
     xxxxxxxxxxxx LEASE, and those for whom it is responsible in law.

                                     -45-

<PAGE>

30A. "TENANT BUSINESS HOURS" MEANS THE HOURS FROM 7:00 A.M. TO 12.00 A.M. ON
     MONDAYS THROUGH FRIDAYS AND THE HOURS FROM 9:00 A.M. TO 5:00 P.M. ON
     SATURDAYS AND 10:00 A.M. TO 2:00 P.M. ON SUNDAYS UNLESS SUCH DAY IS A
     STATUTORY HOLIDAY.

31.  "TERM" means the period set out in Section 1.02.

32.  "TOTAL RENTABLE AREA OF THE BUILDING" means the aggregate of the Rentable
     Areas of each floor in the Building intended for office or retail use as if
     each floor is occupied by one tenant, all as determined by the Architect.
     The Total Rentable Area of the Building shall:

     (a)    exclude the main telephone, mechanical, electrical and other utility
            rooms and enclosures, public lobbies on the ground floor, and other
            public space common to the entire Building; and,

     (b)    be adjusted by the Architect from time to time to take account of
            any structural, functional or other change affecting the same.

33.  "TOTAL RENTABLE AREA OF THE DEVELOPMENT" means the aggregate of:

     (a)    the Total Rentable Area of the Building; and

     (b)    the total rentable area of all other buildings in the Development,
            (other than the free-standing one-storey building on the Lands used
            or intended to be used as a restaurant), which areas shall be
            calculated and adjusted in the same manner as the Total Rentable
            Area of the Building is calculated and adjusted mutatis mutandis

            (provided that the total rentable area of such a building shall be
            included in the Total Rentable Area of the Development only from and
            after the date designated by the Landlord for the opening of such
            building).

34.  "TRADE FIXTURES" means trade fixtures as determined at common law, but for
     greater certainty, shall not include:

     (a)    heating, ventilating or air conditioning systems, facilities and
            equipment in or serving the Premises;

     (b)    floor coverings affixed to the BASE BUILDING floor of the Premises;

     (c)    light fixtures;

     (d)    internal stairways and doors; and,

     (e)    any fixtures, facilities, equipment or installations installed by or
            at the expense of the Landlord pursuant to this Lease or otherwise
            REQUIRED FOR THE OPERATION OF THE BUILDING AS OPPOSED TO THE
            OPERATION OF THE TENANT'S BUSINESS.

35.  "TRANSFER" means an assignment of this Lease in whole or in part, a
     sublease of all or any part of the Premises, any transaction whereby the
     rights of the Tenant under this Lease or to the Premises are transferred to
     another, any transaction by which any right of use or occupancy of all or
     any part of the Premises is conferred (EXCEPT PURSUANT TO A GENERAL
     SECURITY AGREEMENT) upon anyone, any mortgage, charge or encumbrance of
     this Lease or the Premises or any part thereof or other arrangement under
     which either this Lease or the Premises become security for any
     indebtedness or other obligations and includes any transaction or
     occurrence whatsoever (including, but not limited to, expropriation,
     receivership proceedings, seizure by legal process and transfer by
     operation of law), which has changed or might change the identity of the
     Persons having lawful use or occupancy of any part of the Premises.
     TRANSFER SHALL NOT INCLUDE A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS
     OF THE TENANT PROVIDED THAT SUCH SALE SHALL BE SUBJECT TO THE LANDLORD'S
     RIGHTS TO DETERMINE WHETHER SUCH SALE CONSTITUTES AN EVENT OF DEFAULT
     PURSUANT TO SECTION 10(k) OF THIS  SCHEDULE "C."

                                     -46-
<PAGE>


36.  "TRANSFEREE" means the Person or Persons to whom a Transfer is to be made.











                                     -47-
<PAGE>


                         SCHEDULE "D" - RULES AND REGULATIONS

1.   LIFE SAFETY

     (a)    The Tenant shall not do or permit anything to be done in the
            Premises, or bring or keep anything therein which will in any way
            increase the risk of fire or the rate of fire insurance on the
            Building or on property kept therein, or obstruct or interfere with
            the rights of other tenants or in any way injure or annoy them or
            the Landlord, or violate or act at variance with the laws relating
            to fires or with regulations of the Fire Department, or with any
            insurance upon the Lands or Building or in any part thereof, or
            violate or act in conflict with any statutes, rules and ordinances
            governing health standards or with any other statute or municipal
            by-law.

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

2.   SECURITY

     (a)    The Landlord shall permit the Tenant and the Tenant's employees and
            all Persons lawfully requiring communication with them to have the
            use, during Normal Business Hours in common with others entitled
            thereto, of the main entrance and the stairways, corridors,
            elevators, escalators, or other mechanical means of access leading
            to the Building and the Premises. At times other than during Normal
            Business Hours the Tenant and the employees of the Tenant shall have
            access to the Building and to the Premises only in accordance with
            the Rules and Regulations and shall be required to satisfactorily
            identify themselves and to register in any book which may at the
            Landlord's option be kept by the Landlord for such purpose. If
            identification is not satisfactory, the Landlord is entitled to
            prevent the Tenant or the Tenant's employees or other Persons
            lawfully requiring communication with the Tenant from having access
            to the Building and to the Premises. In addition, the Landlord is
            not required to open the door to the Premises for the purpose of
            permitting entry therein to any Person not having a key to the
            Premises.

     (b)    The Tenant shall not place or cause to be placed any additional
            locks upon any doors of the Premises without the approval of the
            Landlord. Two keys PER FLOOR shall be supplied to the Tenant for
            each entrance door to the Premises and all locks shall be Building
            standard to permit access by the Landlord's master key. If
            additional keys are required, they must be obtained from the
            Landlord at the cost of the Tenant. Keys or other means of access
            for entrance doors to the Building will not be issued without the
            written authority of the Landlord. THE TENANT MAY, AT ITS SOLE COST
            AND EXPENSE, COORDINATE ITS SECURITY AND CARD ENTRY SYSTEM WITH THE
            CARD ENTRY SYSTEM OF THE BUILDING SUBJECT TO THE PRIOR APPROVAL OF
            THE LANDLORD WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.

3.   HOUSEKEEPING

     (a)    The Tenant shall permit window cleaners to clean the windows of the
            Premises during Normal Business Hours.

     (b)    The Tenant shall not place any debris, garbage, trash or refuse or
            permit same to be placed or left in or upon any part of the Lands or
            Building outside of the Premises, other than in a location provided
            by the Landlord specifically for such purposes, and the Tenant shall
            not allow any undue accumulation of any debris, garbage, trash or
            refuse in or outside of the Premises. If the Tenant uses perishable
            articles or generates wet garbage, the Tenant shall provide
            refrigerated storage facilities

                                      -48-

<PAGE>

            suitable to Landlord.

     (c)    The Tenant shall not place or maintain any supplies, or other
            articles in any vestibule or entry of the Premises, on the adjacent
            footwalks or elsewhere on the exterior of the Premises or elsewhere
            on the Lands or Building.

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

     (e)    The Tenant shall not cause or permit: any waste or damage to the
            Premises; any overloading of the floors or the utility, electrical
            or mechanical facilities of the Premises; any nuisance in the
            Premises; or any use or manner of use causing a hazard or annoyance
            to other occupants of the Building or to the Landlord.

4.   RECEIVING, SHIPPING, MOVEMENT OF ARTICLES

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

     (b)    Hand trucks, carryalls or similar appliances shall only be used in
            the Building with the consent of the Landlord and shall be equipped
            with rubber tires, slide guards and such other safeguards as the
            Landlord requires.

     (c)    The Tenant, its agents, servants, contractors, invitees or
            employees, shall not bring in or take out, position, construct,
            install or move any safe, business machinery or other heavy
            machinery or equipment or anything liable to injure or destroy any
            part of the Building, including the Premises, without first
            obtaining the consent in writing of the Landlord. In giving such
            consent, the Landlord shall have the right in its sole discretion,
            to prescribe the weight permitted and the position thereof, the use
            and design of planks, skids or platforms, and to distribute the
            weight thereof. All damage done to the Building, including the
            Premises, 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
            furniture shall occur only by prior arrangement with the Landlord.
            The cost of such moving shall be paid by the Tenant. Safes and other
            heavy office equipment and machinery shall be moved through the
            halls and corridors only in a manner expressly approved by the
            Landlord. No freight or bulky matter of any description will be
            received into any part of the Building, including the Premises, or
            carried in the elevators except during hours approved by the
            Landlord.

5.   PREVENTION OF INJURY TO PREMISES

     (a)    It shall be the duty of the Tenant to assist and co-operate with the
            Landlord in preventing injury to the Premises.

     (b)    The Tenant shall not, EXCEPT AS PART OF NORMAL DECORATIONS,
            deface or mark any part of the Building, including the Premises,
            and shall not drive nails, spikes, hooks or screws into the
            walls, floors, ceilings or woodwork of any part of the Building,
            including the Premises, or bore, drill or cut into the walls,
            floors, ceilings or woodwork of any part of the Building
            including the Premises, in any manner or for

                                      -49-

<PAGE>

            any reason.

     (c)    If the Tenant desires telegraphic or telephonic connections, the
            Landlord, in its sole discretion, may direct the electricians as to
            where and how the wires are to be introduced. No gas pipe or
            electric wire will be permitted which has not been ordered or
            authorized by the Landlord. No outside radio or television antenna
            shall be allowed on any part of the Premises without authorization
            in writing by the Landlord.

6.   WINDOWS

     Except for the proper use of approved blinds and drapes, the Tenant shall
     not cover, obstruct or affix any object or material to any of the skylights
     and windows that reflect or admit light into any part of the Building,
     including, without limiting the generality of the foregoing, the
     application of solar films.

7.   WASHROOMS

     (a)    The Landlord shall permit the Tenant and the employees of the Tenant
            in common with others entitled thereto, to use EXCLUSIVELY the
            washrooms on xxxxx EACH WHOLE floor of the Building LEASED BY THE
            TENANT AND NON-EXCLUSIVE USE OF WASHROOMS ON EACH PART FLOOR on
            which the Premises are situated or, in lieu thereof, those
            washrooms designated by the Landlord, save and except when the
            general water supply may be turned off from the public main or at
            such other times when repair and maintenance undertaken by the
            Landlord shall necessitate the non-use of the facilities.

     (b)    The water closets and other apparatus shall not be used for any
            purposes other than those for which they were intended, and no
            sweepings, rubbish, rags, ashes or other substances shall be thrown
            into them. Any damage resulting from misuse shall be borne by the
            Tenant by whom or by whose agents, servants, invitees, or employees
            such damage is caused.

8.   USE OF PREMISES

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

     (b)    No cooking or heating of any foods or liquids (other than the
            heating of water or coffee in coffee makers xxx xxxxxxxxxxx,
            KETTLES. MICROWAVES, FRIDGES) shall be permitted in the Premises
            without the written consent of the Landlord.

     (c)    The Tenant shall not install or permit the installation or use of
            any machine dispensing goods for sale in the Premises xxx xxx
            xxxxxxxxxxx xx xxxxxxxxxxx (OTHER THAN FOOD OR BEVERAGE MACHINES
            FOR THE EMPLOYEES OF THE TENANT) OR THE BUILDING. SUBJECT TO THE
            LANDLORD'S REASONABLE PROCEDURES AND SECURITY REQUIREMENTS HAVING
            REGARD TO THE FIRST CLASS STANDARD OF THE BUILDING, the delivery
            of any food or xxxxxxxxxxx xx xxx xxxxxxxxx ,xxxxxxxx xxx
            xxxxxxxxxx xxxxxxxxxxx BEVERAGES TO THE PREMISES DURING AND
            OUTSIDE OF NORMAL BUSINESS HOURS SHALL BE PERMITTED.

     (d)    The Tenant shall not permit or allow any odours, vapours, steam,
            water, vibrations, noises or other undesirable effects to emanate
            from the Premises or any equipment or installation therein which,
            in the Landlord's opinion, are objectionable or cause any
            interference with the safety, comfort or convenience of the
            Building to the Landlord or the occupants and tenant thereof or
            their agents, servants, invitees or employees.

                                      -50-
<PAGE>


9.   CANVASSING, SOLICITING, PEDDLING

     Canvassing, soliciting and peddling in or about the Development are
     prohibited.

10.  BICYCLES

     No bicycles or other vehicles shall be brought within any part of the
     Development without the consent of the Landlord NOT TO BE UNREASONABLY
     WITHHELD.

11.  ANIMALS AND BIRDS

     No animals or birds shall be brought into any part of the Development
     without the consent of the Landlord.

12.  SIGNS AND ADVERTISING

     The Tenant shall SAVE AS PROVIDED IN THE LEASE, not paint, affix, display
     or cause to be painted, affixed or displayed, any sign, picture,
     advertisement, notice, lettering or decoration on any part of the outside
     of the Building or in the interior of the Premises which is visible from
     the outside of the Building. The Landlord will prescribe a uniform pattern
     and location of identification signs for tenants, to be placed on the
     outside of the Premises, and the Tenant shall not paint, affix, display or
     cause to be painted, affixed or displayed any sign, picture, advertisement,
     notice, lettering or decoration on the outside of the Premises for exterior
     view without the written consent of the Landlord. Any such signs shall
     remain the property of the Tenant and shall be maintained at the Tenant's
     sole cost and expense. At the expiration of the Term or earlier termination
     of this Lease, the Tenant shall remove any such sign, picture,
     advertisement, notice, lettering or decoration from the Premises at the
     Tenant's expense and shall promptly repair all damage caused by any such
     removal. The Tenant's obligation to observe and perform this covenant shall
     survive the expiration of the Term or earlier termination of the Lease.

13.  DIRECTORY BOARD

     The Tenant shall be entitled at its expense to have its name shown upon the
     directory board of the Building and the Landlord shall design the style of
     such identification and shall determine the number of spaces available on
     the directory board for each tenant. The DIRECTORY BOARD SHALL BE LOCATED
     IN AN AREA DESIGNATED BY THE LANDLORD IN THE MAIN LOBBY OF THE BUILDING.
     THE TENANT SHALL BE ENTITLED TO A MAXIMUM OF FOUR NAMES ON SUCH DIRECTORY
     BOARD.

                                      -51-
<PAGE>


                                  SCHEDULE "E"

                      TEXT OF IRREVOCABLE LETTER OF CREDIT



     BENEFICIARIES: YCC LIMITED AND LONDON LIFE INSURANCE COMPANY

AMOUNT:        $500,000.00

EXPIRY:        MAY ,1998

1.   WE, [INSERT NAME OF BANK], AT THE REQUEST AND ON ACCOUNT OF LOYALTY
     MANAGEMENT GROUP CANADA INC. (THE "APPLICANT") HEREBY ISSUE IN YOUR FAVOUR
     OUR IRREVOCABLE STANDBY LETTER OF CREDIT FOR THE ABOVE-MENTIONED AMOUNT,
     AVAILABLE FOR PAYMENT ON DEMAND AT OUR COUNTERS AT:

            [INSERT ADDRESS OF BANK]

2.   THIS STANDBY LETTER OF CREDIT IS ISSUED TO SECURE CERTAIN OBLIGATIONS OF
     THE APPLICANT TO YOU PURSUANT TO A LEASE BETWEEN THE APPLICANT AND
     YOURSELVES DATED THE             DAY OF  MAY, 1997 (THE "LEASE") WHEREBY
     THE APPLICANT HAS AGREED TO PAY RENT AND PERFORM OTHER COVENANTS AND
     AGREEMENTS THEREUNDER WITH RESPECT TO CERTAIN PREMISES IN THE YONGE
     CORPORATE CENTRE, NORTH YORK, ONTARIO ALL AS MORE PARTICULARLY SET OUT IN
     THE LEASE.

3.   ANY DEMAND MADE UPON US IN CONFORMITY WITH THE TERMS AND CONDITIONS OF THIS
     STANDBY LETTER OF CREDIT WILL BE HONOURED WITHOUT ENQUIRING WHETHER YOU
     HAVE A RIGHT AS BETWEEN YOURSELVES AND THE APPLICANT TO MAKE SUCH DEMAND
     AND WITHOUT RECOGNIZING ANY CLAIM OF THE APPLICANT.

4.   IN ORDER TO MAKE A DEMAND UNDER THIS STANDBY LETTER OF CREDIT, YOU ARE TO
     DELIVER TO US AT SUCH TIME AS A WRITTEN DEMAND FOR PAYMENT IS MADE UPON US,
     A CERTIFICATE SIGNED BY YOU INDICATING THE NUMBER OF THIS STANDBY LETTER OF
     CREDIT AND CERTIFYING THAT THE APPLICANT HAS FAILED TO MAKE PAYMENT TO YOU
     IN ACCORDANCE WITH THE LEASE. THE DEMAND MUST BE ACCOMPANIED BY THE
     ORIGINAL OF THIS STANDBY LETTER OF CREDIT FOR ANY ENDORSEMENT OF ANY
     PAYMENT THEREON.

5.   IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT IF, AT ANY TIME, THE DATE
     WHICH WOULD OTHERWISE CONSTITUTE AN EXPIRATION DATE IN ACCORDANCE WITH THE
     TERMS OF THIS STANDBY LETTER OF CREDIT FALLS ON A DAY OTHER THAN A "BANKING
     DAY" ON WHICH WE ARE OPEN FOR BUSINESS AT OUR OFFICES IN [INSERT ADDRESS],
     TORONTO, REFERRED TO ABOVE, THE DATE SHALL BE DEEMED TO BE EXTENDED TO THE
     NEXT BANKING DAY THEREAFTER.

6.   WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION OF THIS STANDBY
     LETTER OF CREDIT, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT THE ABILITY
     OF YOURSELVES TO MAKE DEMAND FOR, TO RECEIVE AND RETAIN, PAYMENT UNDER THIS
     LETTER OF CREDIT SHALL NOT BE AFFECTED, RELEASED, TERMINATED OR IMPAIRED IN
     ANY MANNER WHATSOEVER. WE SHALL HONOUR WITHOUT INQUIRING WHETHER YOU HAVE A
     RIGHT BETWEEN YOURSELVES AND OUR SAID CUSTOMER TO MAKE SUCH DEMAND AND
     WITHOUT RECOGNIZING ANY CLAIM OF OUR SAID CUSTOMER INCLUDING, WITHOUT
     LIMITATION, THE BANKRUPTCY OF THE APPLICANT AND/OR ANY PROCEEDINGS,
     REORGANIZATIONAL OR OTHERWISE, ENTERED INTO BY THE APPLICANT PURSUANT TO
     THE BANKRUPTCY AND INSOLVENCY ACT OR THE COMPANIES' CREDITORS ARRANGEMENT
     ACT AND THE EFFECT OF ANY SUCH ACTIONS OR ACTIVITIES ON THE OBLIGATIONS OF
     THE APPLICANT AS A MATTER OF LAW

7.   IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY US THAT THE AMOUNT OF THIS
     STANDBY LETTER OF CREDIT WILL BE DECREASED AS FOLLOWS:

                                      -52-
<PAGE>

     (A)    AS OF THE OPENING FOR BUSINESS ON MARCH     , 1998,
            THE AMOUNT OF THE STANDBY LETTER OF CREDIT WILL BE REDUCED TO
            $250,000.00:

     (B)    AS OF THE OPENING FOR BUSINESS ON APRIL    , 1998, THE AMOUNT OF THE
            STANDBY LETTER OF CREDIT WILL BE REDUCED TO $125,000.00.


     ANY REFERENCE HEREIN TO "THIS STANDBY LETTER OF CREDIT" INCLUDES THIS
     LETTER OF CREDIT AS AMENDED FROM TIME TO TIME.

8.   PARTIAL DRAWINGS HEREUNDER ARE PERMITTED.

9.   WE HEREBY AGREE THAT DRAWINGS UNDER THIS STANDBY LETTER OF CREDIT WILL BE
     DULY HONOURED UPON PRESENTATION, PROVIDED ONLY THAT ALL TERMS AND
     CONDITIONS OF THE STANDBY LETTER OF CREDIT HAVE BEEN COMPLIED WITH.

10.  THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND
     PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION) INTERNATIONAL CHAMBER OF
     COMMERCE, PUBLICATION NO. 500 AND ENGAGES US IN ACCORDANCE WITH THE TERMS
     THEREOF.

                                      -53-
<PAGE>


                               AMENDING AGREEMENT

This agreement is dated as of the 19th day of June, 1997

BETWEEN:

                         YCC LIMITED AND
                         LONDON LIFE INSURANCE COMPANY
                    (hereinafter called the "Landlord")

                                                              OF THE FIRST PART

AND

                         LOYALTY MANAGEMENT GROUP CANADA INC.
                          (hereinafter called the "Tenant")

                                                              OF THE SECOND PART


WHEREAS:

A.   By a lease dated the 28th day of May, 1997 (the "Lease") the Landlord
     leased to the Tenant for and during the term of ten (10) years
     commencing on the 1st day of September, 1997 to and including the 31st
     day of August, 2007 (subject to Section 12.04 of the Lease) certain
     premises as in the Lease described as the multistorey building known
     municipally as 4110 Yonge Street in the City of North York, in the
     Municipality of Metropolitan Toronto, in the Province of Ontario;

B.   Section 12.04 of the Lease provided that the Landlord and Tenant shall
     enter into a written agreement confirming any changes or postponements
     with respect to the Commencement Date and other dates; and

C.   The Landlord and Tenant have agreed to postpone the Commencement Date
     and other dates in accordance with the terms and provisions of section
     12.04 of the Lease by reason of the delay in the beginning of the
     Fixturing Period from June 1, 1997 to June 19, 1997.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of TWO
($2.00) DOLLARS now paid by each of the parties to the other (the receipt and
sufficiency of which is hereby acknowledged) and other mutual covenants and
agreements hereby set out, the Landlord and Tenant hereby agree as follows:

1.   The Landlord and Tenant hereby acknowledge, confirm and agree that the
     foregoing recitals are true and accurate in substance and in fact.

2.   The following dates in the Lease are hereby amended as follows:

     (a)    The Commencement Date in section 1.02 shall be changed

            FROM:        THE 1ST DAY OF SEPTEMBER, 1997
            TO:          THE 17TH DAY  OF SEPTEMBER, 1997
<PAGE>


                                      Page 2

     (b)    The last date of the Term set out in section 1.02 shall be changed

            FROM:        THE 31ST DAY OF AUGUST, 2007
            TO:          THE 16TH DAY OF SEPTEMBER, 2007

     (c)    The date referred to in section 12.05(c) shall be changed

            FROM:        MARCH 1, 2002
            TO:          MARCH 17, 2002

     (d)    The Termination Date defined in section 12.05 shall be changed

            FROM         SEPTEMBER 1, 2002
            TO:          SEPTEMBER 17, 2002

     (e)    The date referred to in the definition of"Refusal Space" in section
            12.07 shall be changed

            FROM:        JUNE 2, 1998
            TO:          JUNE 18, 1998

     (f)    The date referred to in the first line of section 12.07(b) shall be
            changed

            FROM:        JUNE 1, 1998
            TO:          JUNE 17, 1998

     (g)    The period referred to in section 12.07(b)(i) shall be changed

            FROM:        SEPTEMBER 1, 1998 TO AUGUST 31, 2002
            TO:          SEPTEMBER 17, 1998 TO SEPTEMBER 16, 2002

     (h)    The period referred to in section 12.07(b)(ii) shall be changed

            FROM:        SEPTEMBER 1, 2002 TO AUGUST 31, 2007
            TO:          SEPTEMBER 17, 2002 TO SEPTEMBER 16, 2007

3.   Section 2.02 Net Rent is hereby deleted in it entirety and the following
     substituted in its place and stead:

     "The Tenant shall pay Net Rent as follows:

     (a)  From September 17, 1997 to August 31, 1998, (being part of the first
          year of the Term) both inclusive, the sum of SEVEN HUNDRED AND
          FIFTY-SEVEN THOUSAND, FOUR HUNDRED DOLLARS AND TWENTY CENTS
          ($757,400.20) per annum payable in equal monthly instalments of SIXTY
          THREE THOUSAND, ONE HUNDRED AND SIXTEEN DOLLARS AND SIXTY EIGHT CENTS
          ($63,116.68) each in advance on the first day of each calendar month
          during such period of the Term.

     (b)  From September 1, 1998 to August 31, 2002, (being the remainder of
          the first year and part of the next four years of the Term) both
          inclusive, the sum of NINE HUNDRED AD SEVENTY-SEVEN THOUSAND, NINE
          HUNDRED DOLLARS AND TWENTY CENTS ($977,900.20) payable in equal
          monthly instalments of EIGHTY ONE THOUSAND, FOUR HUNDRED AND NINETY
          ONE DOLLARS AND SIXTY EIGHT CENTS ($81,491.68) each in advance on
          the first day of each calendar month during such period of the Term.

<PAGE>

                                      Page 3

     (c)  From September 1, 2002 to September 16, 2002, both inclusive, the
          sum of NINE HUNDRED AND EIGHTY-TWO THOUSAND, FOUR HUNDRED DOLLARS
          AND TWENTY CENTS ($982,400.20) per annum payable in one instalment
          of FORTY THREE THOUSAND, SIXTY FOUR DOLLARS AND TWELVE CENTS
          ($43,064.12) on the first day of September, 2002.

     (d)  From September 17, 2002 to September 16, 2007, (being the last five
          years of the Term) both inclusive, the sum of ONE MILLION, ONE
          HUNDRED AND SEVEN THOUSAND, FOUR HUNDRED AND EIGHT DOLLARS
          ($1,107,408.00) per annum payable in equal monthly instalments of
          NINETY TWO THOUSAND, TWO HUNDRED AND EIGHTY FOUR DOLLARS
          ($92,284.00) each in advance on the first day of each calendar
          month during such period of the Term.

     The Net Rent for the period of the Term set out in subsection 2.02(a) is
     based on an annual rate of ten dollars and thirty cents ($10.30) per
     square foot of Rentable Area of the Premises. The Net Rent for the
     period of the Term set out in subsection 2.02(b) is based on an annual
     rate of TEN DOLLARS AND THIRTY CENTS ($10.30) per square foot of the
     Rentable Area of the Premises (other than the First Additional Premises)
     and TWELVE DOLLARS AND TWENTY-FIVE CENTS ($12.25) per square foot of the
     Rentable Area of the First Additional Premises. The Net Rent for the
     period of the Term set out in subsection 2.02(c) is based on an annual
     rate of TEN DOLLARS AND THIRTY CENTS ($10.30) per square foot of the
     Rentable Area of the Premises (other than the First Additional Premises)
     and TWELVE DOLLARS AND FIFTY CENTS ($12.50) per square foot of the
     Rentable Area of the First Additional Premises. The Net Rent for the
     period of the Term set out in subsection 2.02(d) is based on an annual
     rate of TWELVE DOLLARS ($12.00) per square foot of the Rentable Area of
     the Premises (other than the First Additional Premises) and TWELVE
     DOLLARS AND FIFTY CENTS ($12.50) per square foot of the Rentable Area of
     the First Additional Premises. As soon as reasonably possible after
     completion of construction of the Premises, the Architect shall measure
     the Net Rentable Area of the Premises and shall certify to the Tenant
     the Rentable Area of the Premises and Rent shall be adjusted
     accordingly."

4.   Except as otherwise provided herein, all defined terms in this amending
     agreement shall have the same definitions as in the Lease.

5.   The Landlord and Tenant confirm that in all other respects, the terms,
     covenants and conditions of the Lease remain unchanged and in full force
     and effect except as modified by this amending agreement.

6.   This amending agreement shall enure to the benefit of and be binding
     upon the parties hereto, their successors and assigns of the Landlord
     and the permitted successors and permitted assigns of the Tenant.
<PAGE>


                                      Page 4

IN WITNESS WHEREOF the parties have executed this amending agreement as of the
day and date first above written.

                                   YCC LIMITED

                                                                      (LANDLORD)

                                   PER: /s/ [Illegible]
                                        ------------------------------
                                        AUTHORIZED SIGNATURE


                                   PER: /s/ [Illegible]
                                        ------------------------------
                                        AUTHORIZED SIGNATURE


                                   LONDON LIFE INSURANCE COMPANY

                                                                      (LANDLORD)

                                   PER: /s/ Jonathan Button
                                        ------------------------------
                                        AUTHORIZED SIGNATURE
                                        Jonathan Button
                                        Director of Real Estate

                                   PER: /s/ Philip Gunn
                                        ------------------------------
                                        AUTHORIZED SIGNATURE
                                        Philip Gunn
                                        Manager of Finance

                                   LOYALTY MANAGEMENT GROUP CANADA INC.
                                                                        (TENANT)

                                   PER: /s/ [Illegible]
                                        ------------------------------
                                        AUTHORIZED SIGNATURE


                                   PER: /s/ [Illegible]
                                        ------------------------------
                                        AUTHORIZED SIGNATURE

                                   WE HAVE AUTHORITY TO BIND THE CORPORATION
<PAGE>

                               LEASE AMENDING AGREEMENT

THIS AGREEMENT is dated the 15TH day of JANUARY, 1998

BETWEEN:
                                   YCC LIMITED AND
                            LONDON LIFE INSURANCE COMPANY
                         (hereinafter called the "Landlord")

                                                               OF THE FIRST PART
                                       - and -

                         LOYALTY MANAGEMENT GROUP CANADA INC.
                          (hereinafter called the "Tenant")
                                                              OF THE SECOND PART
WHEREAS:

A.   By a lease dated the 28TH day of MAY, 1997, AND SUBSEQUENT LEASE
AMENDING AGREEMENT DATED JUNE 19,1997, (collectively, the "Lease"), the
Landlord leased to the Tenant for and during a term, (the "Term"), of TEN
(10) years, commencing on the 17TH day of SEPTEMBER, 1997 and expiring on the
16TH day of SEPTEMBER, 2007 certain premises, (the "Premises"), comprising a
Rentable Area of approximately SEVENTY-THREE THOUSAND FIVE HUNDRED AND
THIRTY-FOUR (73,534) square feet located on the 2ND AND 3RD floors shown
outlined in red on the plan attached to the Lease as Schedules "B-1 AND B-2",
located at 4110 YONGE STREET, (the "Building"), in the City of TORONTO, in
the Municipality of METROPOLITAN TORONTO, in the Province of ONTARIO.

B.   PURSUANT TO SECTION 1.01 AND SECTION 12.07, THE LANDLORD AND TENANT HAVE
AGREED THAT THE FIRST ADDITIONAL PREMISES AND THE SPECIAL REFUSAL SPACE SHALL
BE ADDED TO THE PREMISES AND the lease SHALL BE AMENDED in accordance with
the terms and conditions hereinafter set forth.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum
of Two Dollars ($2.00) now paid by each of the Parties to the other (the
receipt and sufficiency whereof is hereby acknowledged), and other mutual
covenants and agreements, the Parties do hereby agree as follows:

1.   The Parties hereby acknowledge, confirm and agree that the foregoing
recitals are true in substance and in fact.

2.   The Lease is amended as of the 1ST day of AUGUST, 1998, (the "Effective
Date"), as follows:

     (a)  SECTION 1.01 (GRANT AND PREMISES) IS AMENDED BY DELETING IN THE
          FIRST AND LAST LINES OF THE SECOND PARAGRAPH, THE WORDS AND FIGURES
          "SEPTEMBER 1, 1998" AND INSERTING IN THEIR PLACE THE WORDS AND
          FIGURES "AUGUST 1, 1998".

     (b)  SECTION 2.02 (NET RENT) OF THE LEASE IS AMENDED AS FOLLOWS:

          (i)  BY DELETING FROM THE FIRST LINE OF SUBSECTION (a) THE WORDS AND
               FIGURES "AUGUST 31, 1998 (BEING THE FIRST YEAR OF THE TERM)" AND
               INSERTING IN  THEIR PLACE THE WORDS AND FIGURES "JULY 31, 1998";
               AND

          (ii) BY DELETING FROM THE FIRST LINE OF SUBSECTION (b) THE WORDS AND
               FIGURES "SEPTEMBER 1, 1998" AND INSERTING IN THEIR PLACE THE
               WORDS AND FIGURES "AUGUST 1, 1998".

     (c)  SECTION 12.07 (FIRST REFUSAL RIGHT) IS AMENDED AS FOLLOWS:

          1.   (A)  BY DELETING REFERENCE TO THE 4TH FLOOR IN THE FIRST LINE OF
                    THE FIRST PARAGRAPH AND;

               (B)  BY DELETING FROM THE FIRST PARAGRAPH, THE WORDS "AND FROM
                    AND INCLUDING JUNE 2, 1998, SHALL INCLUDE FOR GREATER
                    CERTAINTY THE SPECIAL REFUSAL SPACE";

          2.   BY DELETING IN THE FIRST, SECOND AND THIRD LINES OF THE FIRST
               PARAGRAPH OF SUBSECTION (b) THE WORDS "PROVIDED THE TENANT HAS
               GIVEN WRITTEN NOTICE TO THE LANDLORD ON OR BEFORE JUNE 1, 1998
               THAT THE TENANT REQUIRES THE SPECIAL REFUSAL SPACE, THE LANDLORD
               SHALL LEASE THE SPECIAL REFUSAL SPACE

                                      -1-
<PAGE>


               TO THE TENANT COMMENCING SEPTEMBER 1, 1998" AND INSERTING IN
               THEIR PLACE THE WORDS "THE LANDLORD SHALL LEASE TO THE TENANT
               AND THE TENANT SHALL LEASE FROM THE LANDLORD THE SPECIAL REFUSAL
               SPACE COMMENCING AUGUST 1, 1998";

          3.   THE LAST PARAGRAPH OF SUBSECTION (b) IS DELETED;

          4.   BY DELETING IN SUBSECTION (b)(i) THE WORDS AND FIGURES "SEPTEMBER
               17, 1998" AND INSERTING IN THEIR PLACE THE WORDS AND FIGURES
               "AUGUST 1,1998"; AND

          5.   BY DELETING SUBSECTION (d).

     (h)  SCHEDULE "B-4", ATTACHED HERETO AND FORMING A PART OF THIS LEASE
          AMENDING AGREEMENT, IS ADDED TO THE LEASE.

3.   EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL REFERENCES IN THE LEASE TO THE
"PREMISES" SHALL BE DEEMED TO INCLUDE THE FIRST ADDITIONAL PREMISES AND THE
SPECIAL REFUSAL PREMISES. EACH OF THE PARTIES CONFIRMS THE OBLIGATIONS OF THE
LANDLORD TO PAY THE SECOND LEASEHOLD IMPROVEMENT ALLOWANCES OF $25.00 PER SQUARE
FOOT OF RENTABLE AREA OF THE FIRST ADDITIONAL PREMISES AND THE SPECIAL REFUSAL
SPACE PURSUANT TO THE TERMS AND CONDITIONS SET OUT IN SECTION 12.01(b).

4.   The Parties confirm that in all other respects, the terms, covenants and
conditions of the Lease remain unchanged and in full force and effect, except as
modified by this Agreement. It is understood and agreed that all terms and
expressions when used in this Agreement, unless a contrary intention is
expressed herein, have the same meaning as they have in the Lease.

5.   This Agreement shall enure to the benefit of and be binding upon the
Parties hereto, the successors and assigns of the Landlord and the permitted
successors and permitted assigns of the Tenant.

     IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as
of the day and year first above written, by affixing their respective corporate
seals under the hands of their proper signing officers duly authorized in that
behalf or by setting their respective hands and seals in their personal
capacity, as the case may be.

                              YCC LIMITED
                              ------------------------------------------------
                                                                    (Landlord)

                              Per: /s/ [Illegible]
                                  --------------------------------------------
                                                          Authorized Signature


                              Per: /s/ [Illegible]
                                  --------------------------------------------
                                                          Authorized Signature


                              LONDON LIFE INSURANCE COMPANY
                                                                    (Landlord)


                              Per: /s/ Philip Gunn
                                  --------------------------------------------
                                   Philip Gunn
                                   Manager of Finance
                                   Authorized Signature


                              Per: /s/ M.E. Snell
                                  --------------------------------------------
                                   M.E. SNELL
                                   DIRECTOR, LEASING
                                   Authorized Signature

                              LOYALTY MANAGEMENT GROUP CANADA INC.
                             --------------------------------------------------
                                                                      (Tenant)


                              Per: /s/ [Illegible]
                                  --------------------------------------------
                                                          Authorized Signature


                              Per: /s/ [Illegible]
                                  --------------------------------------------
                                                          Authorized Signature

                              I/We have authority to bind the corporation

                                      -2-

<PAGE>

                                  SCHEDULE "B-4"

           FLOOR PLAN SHOWING THE SPECIAL REFUSAL PREMISES CROSSHATCHED.


[Floor Plan]

                                      -3-