EXHIBIT 10.5

                                    AGREEMENT

THIS AGREEMENT made as of and effective from the 1st day of February, 1999.
BETWEEN:

                                MATCH PAIR INC.,

                               (the "Sublandlord")

                                                               OF THE FIRST PART

                                     - and -

                                 CHARGENET INC,

                                (the "Subtenant")

                                                              OF THE SECOND PART


W H E R E A S:

A. By a lease made as of the 1st day of June, 1997, 738489 Ontario Limited (the
"Landlord") leased to the Sublandlord as Tenant, certain premises (the "Leased
Premises"), located on the fourth floor of the building municipally known as 590
King Street West, Toronto, and comprising approximately 4,762 square feet.

B. Pursuant to an Offer to Sublease dated January 13th 1999 (the "Offer") the
Sublandlord has agreed to sublet the Leased Premises to the Subtenant for a term
commencing on the date of this agreement and expiring May 30, 2002.

D. The appropriate consent of the Landlord to the sublease of the Leased
Premises has been obtained;

E. This agreement is to be effective as of the date first above written (the
"Effective Date"), subject to the terms and conditions herein set out.

1.    CONSIDERATION - The consideration for this Agreement is the mutual
      covenants and agreements between the parties to this Agreement and the sum
      of Ten Dollars ($10.00) that has been paid by each of the parties to each
      of the others, the receipt and sufficiency of which is hereby
      acknowledged.

2.    SUBTENANT'S COVENANTS - The Subtenant hereby covenants and agrees with the
      Landlord that:

         (a) It will at all times during the balance of the Term of the sublease
pay the Minimum Rent and Additional Rent (the "Rent") set out in the Offer
together with any escalation thereof as contemplated in the Offer and\or the
Lease and all other payments covenanted to be paid by the Tenant in the Lease
and at the times and in the manner provided for in the Offer or the Lease as the
case may be, and will observe and perform all of the other terms, covenants and
conditions contained in the Lease on the part of the Tenant therein to be
observed and performed as and when the same are required to be observed and
performed as provided by the Lease.

2. The Subtenant acknowledges that it has received and reviewed the Lease
annexed hereto as Schedule A and is familiar with (and correspondingly shall be
bound by) the terms, covenants and conditions contained therein.

4. CONFIRMATION - The parties hereto do in all other respects hereby confirm
that the Lease is in full force and effect, unchanged and unmodified except in
accordance with this

<PAGE>
                                      -2-


Agreement. It is understood and agreed that all terms and expressions when used
in this Agreement have the same meaning as they have in the Lease.

5. BINDING EFFECT - This Agreement shall enure to the benefit of the Sublandlord
and its successors and assigns, and shall be binding upon the Subtenant and its
permitted successors and permitted assigns, respectively.

                  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



         MATCH PAIR INC.


         PER:/s/ Giovani Vernich
         ------------------------------
           Authorized Signing Officer




         CHARGENET INC.


         PER:/s/ Paul Dutton
         -----------------------------
           Authorized Signing Officer

<PAGE>


                                  Schedule "A"

C:NEWMATCH.LSE

                  THIS LEASE AGREEMENT made as of the first day of June, 1997

                  IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT


                  B E T W E E N :

                             738489 ONTARIO LIMITED

                       (the "Landlord")

                               OF THE FIRST PART;

                                     - and -

                                 MATCH PAIR INC.

                                 (the "Tenant")

                               OF THE SECOND PART;


                  WITNESSETH that in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of the Tenant to be
paid, observed and performed, the Landlord does demise and lease unto the Tenant
the premises, herein called the "Leased Premises" or the "Demised Premises"
situated in the building (590 King Street West in the City of Toronto)
hereinafter called the "Building" and hereinafter defined. The Leased Premises
comprise approximately 4,762 square feet, being the part of the north east
section of the fourth Floor of the building as shown outlined on the plan hereto
attached and marked Schedule "A". The exterior face of the Building is expressly
excluded from the Leased Premises hereby demised.

I        TERM

                  TO HAVE AND TO HOLD the leased premises for and during the
term, hereinafter called the "Term" of Five (5) years to be computed from the
1st day of June, 1997 and from thenceforth next ensuing and fully to be complete
and ended on the last day of May, 2002.

                  If the Tenant shall continue to occupy the Leased Premises
after expiration of the term, or any renewals of the term, without any further
written agreement, it shall be deemed to be an overloading tenant at will at a
daily occupation rent of l50% of the daily rate during the last month of the
term, notwithstanding that the Landlord may have received monthly rent.

II       MINIMUM RENT

                  YIELDING AND PAYING THEREFOR unto the Landlord at 329 Spadina
Avenue, Toronto, Ontario M5T 2E9, or at such other place as the Landlord shall
hereafter designate, in lawful money of Canada.

                  (a) For the period commencing on the 1st day of June 1997 and
ending on the last day of May. 2002, at an Annual Rental of $34, 286.40 payable
in advance in equal consecutive monthly installments of $2,857.20 on the first
day of each and every month.

                  The Landlord acknowledges receipt of $6,114.41 (including GST)
towards the first and last month's rental, provided that breach by the Tenant of
payment of rent or performance of covenants at any time prior to maturity shall
entitle the Landlord to apply the last month's rent toward any rents or other
tenant's obligations property due and owing.


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<PAGE>

                  The Tenant shall be able to occupy the Premises until May 31,
1997 at no rent. There also shall be no base rental for May 1999 and May 2000.

III      ADDITIONAL RENT

                  The Tenant acknowledges and agrees that the Tenant shall be
responsible during the term of the Lease for any costs, charges, expenses and
outlays of any nature whatsoever in respect of the Demised Premises, or their
contents, excepting only the Landlord's income tax in respect of income received
from leasing the premises; corporation tax; principal and interest payments to
be made in connection with any mortgage or mortgages placed on the lands and
premises by the Landlord; Base Year Real Property Taxes and Operating Costs; or
any specific obligation of the Landlord under this Lease. Notwithstanding the
generality of the foregoing, the Tenant covenants with the Landlord to pay as
additional rent the sums set out in Articles IV, V and VI of this Lease, and any
other payments required to be made pursuant to the terms of this Lease.

IV       UTILITIES

                  The Tenant shall pay all utilities including:

                  (a)   The cost of electrical current and including cost and
                        maintenance of hot water, - supplied to the leased
                        premises;

                  (b)   The total cost of replacement of any electric light
                        bulbs, tubes, starters, and ballasts in the leased
                        premises. The Tenant shall have the right to attend to
                        such replacement.

V        TENANT'S TAXES

                  The Tenant shall pay the following taxes:

                  (a)   In the event that any tax, whether categorized as a
                        multistage sales tax, a modified retail sales tax, a
                        value added tax, or a goods and services tax (the
                        "G.S.T." is levied or charged with respect to the Lease
                        or any payments to be made by the Tenant to the Landlord
                        under the Lease by any governmental authority including,
                        without limiting the generality of the foregoing, the
                        Federal Government, the Provincial Government, or any of
                        their agencies, the Tenant shall be solely responsible
                        for payment and/or reimbursement to the Landlord for
                        such G.S.T. whether or not the legislation imposing such
                        tax places the primary responsibility for payment of
                        same on the Landlord, and the Landlord will be entitled
                        to require the Tenant to pay to it the amount of any
                        such G.S.T. on the date and dates on which rent or any
                        other monies are payable to the Landlord under this
                        Lease.

                  (b)   To pay to the charging authority all taxes levied, made
                        or imposed against the Demised Premises or the Landlord
                        in respect of the business or other activity of the
                        Tenant the use or occupation of the Tenant the income or
                        property of the Tenant and on or against or as a result
                        of any improvements, equipment or facilities of the
                        Tenant.

                  (c)   If the Tenant or any subtenant or licensee of the Tenant
                        shall elect to have the leased premises or any part
                        thereof assessed for Separate School taxes, the Tenant
                        shall pay to the Landlord, as additional rent, so soon
                        as the amount of the Separate School taxes is
                        ascertained.

VI       REAL PROPERTY TAX ESCALATION

6.01              In this paragraph

                  (a)   "Tax" means all taxes, rates, duties, levies and
                        assessments whatsoever whether municipal, parliamentary
                        or otherwise, charged upon the Building and the land
                        appurtenant thereto or upon the Landlord on account
                        thereof including all taxes, rates, duties and
                        assessments for local improvements


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<PAGE>

                        but excluding the amount by which separate School taxes
                        (if any should be payable) exceed the amount which would
                        have been payable for school taxes if no assessment for
                        Separate Schools had been made and excluding any tax
                        which has been attracted by Tenant's improvements and
                        excluding such taxes as corporate income, profits or
                        excess profits taxes assessed upon the income of the
                        Landlord, and shall also include any and all taxes which
                        may in future be levied in lieu of Tax as hereinbefore
                        defined.

                  (b)   "Base Year" means the calendar year 1997

                  (c)   "Tax for the Base Year" means the amount of tax which
                        would result by applying the mill rate prevailing in the
                        Base Year to the assessment, taxes, charges, including
                        local improvement or similar rates, upon or in respect
                        of the Building and lands appurtenant thereto.

                  (d)   "Subsequent Period" means each year following the Base
                        Year, the whole or part of which year is included within
                        the Term.

                  (e)   "Tax for the Subsequent Period" shall mean tax as
                        hereinbefore defined charged upon the Building and the
                        land appurtenant thereto for each Subsequent Period.

                  (f)   "Taxes attracted by Tenant's Improvements" means all
                        taxes and assessments attributable to all improvements,
                        equipment and facilities of the Tenant on or in the
                        premises (whether installed by the Tenant, his
                        predecessor tenant, or by the Landlord on behalf of the
                        Tenant, unless there is an increase because of the
                        windows in the tenant's premises then the Landlord will
                        pay for that part of the increase of the realty tax.

                  (g) "Proportionate Share" shall mean 3.2%, unless otherwise
specified.

6.02               If Tax for any Subsequent Period is more than tax for the
Base Year, the Tenant shall pay the Landlord as additional rent the
Proportionate Share of any such increase during the Subsequent Period. Prior to
the payment of rent for the first month of each Subsequent Period, the Landlord
shall estimate the amount of the Tenant's Proportionate Share of any increase
for such Subsequent Period. Thereafter, commencing with the payment of rent for
the first month of such Subsequent Period, the Tenant shall pay one twelfth
(1/12th) of the Landlord's estimate of the Tenant's Proportionate Share of such
increase. On the first day of the month in each Subsequent Period next following
the date of mailing of the tax bill or in which such increase occurs or so soon
thereafter as such amount can be determined, the Tenant shall pay the Landlord
his Proportionate Share of such increase after first giving credit for the
monthly payments of the estimated amount of such Period shall be reduced
proportionately. If the Term ends on a date after the beginning of a Subsequent
Period, any such amount payable for the final Subsequent Period shall be paid on
such date and such amount shall be based on the Tax for the immediately
preceding Subsequent Period.

Within a reasonable period of time after the end of the period for which such
estimated payments have been made, the Landlord shall deliver to the Tenant a
statement of actual Realty Taxes and the Tenant's proportionate share thereof,
and, if necessary, an adjustment shall be made between the parties within thirty
(30) days after delivery of such statement.

6.03              Notwithstanding the foregoing, the Tenant shall pay to the
Landlord the full amount (rather than Proportionate Share) of:

                  (a)   any Separate School Tax resulting from an election by
                        the Tenant or its subtenant or assignee to have the
                        Demised Premises so assessed, where such Separate School
                        Tax exceeds the Tax otherwise payable in the absence of
                        the election.

                  (b)   any Taxes attracted by Tenant's Improvements.

VII      OPERATING COSTS ESCALATION

7.01              In this paragraph:


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<PAGE>

                  (a)   "Common Areas" means the exterior of the building and
                        those areas, facilities, utilities, improvements and
                        installations in, on or about the lands and buildings
                        other than rentable areas.

                  (b)   "Operating Costs" means the total cost and expense
                        incurred:

                        i)    in managing, operating, repairing, insuring, and
                              maintaining the common areas, excluding only the
                              original acquisition costs and financing and
                              mortgage charges; and

                        ii)   in providing heat, services, utilities,
                              maintenance or repairs to common areas.

                        Without limiting the generality of the foregoing
                        Operating Cost shall include all moneys paid to persons,
                        firms or corporations employed or retained in the
                        repair, maintenance and security; all employee
                        benefits', workmans' compensation or other sums paid on
                        behalf of persons employed in the repair, maintenance
                        and security; the cost of utilities; the cost of such
                        insurance as the Landlord deems necessary; elevator
                        maintenance and repair costs, costs of capital
                        improvements and other costs determined by the
                        Landlord's auditor to be properly chargeable to the
                        capital account and to be amortized over their useful
                        life according to general accounting principles, to the
                        extent that such improvements reduce or avoid operating
                        costs; accounting services and operational costs;
                        auditing fees to the extent required to determine and
                        assess operating costs; the cost of repairing or
                        maintaining all outside areas; the costs of repairing or
                        replacing all installations, fixtures, equipment and
                        facilities comprising the common areas or servicing the
                        rentable areas which by their nature require periodic or
                        substantial repair or replacement, and which are not
                        charged fully to the tenants in the year in which they
                        are incurred at rates to be determined by the Landlord
                        in accordance with sound accounting principles; and an
                        administration and management fee of 15% of the total of
                        all Operating Costs.

                  (c)   "Base Year" shall have the same meaning as Article VI
                        hereof.

                  (d)   "Subsequent Period" means each year following the Base
                        Year, the whole or part of which year is included within
                        the Term.

                  (e)   "Proportionate Share" shall have the same meaning as
                        Article VI hereof.

7.02 If the Operating Costs for any Subsequent Period are more than the
Operating Costs for the Base Year, the Tenant shall pay the Landlord as
additional rent for the Proportionate Share of any such increase for the
Subsequent Period. Prior to the payment of rent for the first month of each
Subsequent Period, the Landlord shall estimate the amount of the Tenant's
Proportionate Share of any increase for such Subsequent Period. Thereafter,
commencing with payment of rent for the first month of such Subsequent Period,
the Tenant shall pay one-twelfth (1/12th) of the Landlord's estimate of the
Tenant's Proportionate Share of such increase. On the first day of the month in
each Subsequent Period next following the date on which the amount of such
increase can be determined, the Tenant shall pay to the Landlord its
Proportionate Share of such increase after giving credit for the monthly
payments of the estimated amount of such increase. If the final Subsequent
Period is a period of which part only is included within the Term, any such
amount payable for such period shall be reduced proportionately. If the Term
ends on a date after the beginning of a Subsequent Period and before the
determination of the increase for such Subsequent Period, any such amount
payable for the final Subsequent Period shall be paid on such date and such
amount shall be based on the increase for the immediately preceding Subsequent
Period.

Within a reasonable period of time after the end of the period for which such
estimated payments have been made, the Landlord shall deliver to the Tenant a
statement of actual Operating Costs and the Tenant's proportionate share
thereof, and, if necessary, an adjustment shall be made between the parties
within thirty (30) days after delivery of such statement.

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<PAGE>

VIII     REPAIRS

8.01 The Tenant covenants to repair and maintain the Leased Premises including,
without limiting the generality of the foregoing, all plumbing, electrical, and,
air-conditioning, systems, facilities and equipment in the Leased Premises, and
all windows, as would a prudent owner, reasonable wear and tear and damage, by
fire, lightning, tempest and structural defect or weakness only excepted. The
Landlord may enter and view state of repair and that the Tenant will repair and
maintain according to notice in writing; provided that if the Tenant neglects to
make such repairs or maintenance within a reasonable time after notice, the
Landlord may, at its option, make such repairs or maintenance at the expense of
the Tenant, and in any and every such case the Tenant covenants with the
Landlord to pay to the Landlord forthwith as additional rent, all sums which the
Landlord may have expended making such repairs and maintenance, and shall not
have previously received from the Tenant; and provided further that the making
of any repairs or maintenance by the Landlord shall not relieve the Tenant from
the obligation to repair.

8.02 If the Building or any part thereof, become damaged or destroyed through
the negligence, carelessness or misuse of the Tenant, his servants, agents,
employees or anyone permitted by him to be in the Building, or through him or
them in any way stopping up or injuring the heating apparatus, elevators, water
pipes, drainage pipes or other equipment or part of the Building, the expense of
the necessary repairs, replacements or alterations shall be borne by the Tenant
who shall pay the same to the Landlord on demand, as additional rent.

8.03 The Tenant shall leave the Leased Premises in such state of repair and
maintenance as is required under this Lease, reasonable wear and tear excepted.

IX       MAINTENANCE

9.01   The Tenant shall not:

            (a)   install any equipment which will exceed or overload the
                  capacity or any utility, electrical or mechanical facilities
                  in the Leased Premises and the Tenant will not bring into the
                  Leased Premises or install any utility, electrical or
                  mechanical facility or service which the Landlord does not
                  approve. The Tenant agrees that if any equipment installed by
                  the Tenant requires additional utility, electrical or
                  mechanical facilities, the Landlord may in its sole discretion
                  if they are available elect to install them at the Tenant's
                  expense and in accordance with plans and specifications to be
                  approved in advance in writing by the Landlord.

            (b)   bring upon the Demised Premises any machinery, equipment,
                  article or thing that by reason of its weight or size may
                  damage the Leased Premises, and will not at any time overload
                  the floors. If any damage is caused to the Demised Premises by
                  any machinery, equipment, article or thing or by overloading
                  the floors or by any act, neglect or misuse on the part of the
                  Tenant or any of the Tenant's services, agents, employees or
                  invitees the Tenant will forthwith repair the damage.

            (c)   allow any refuse, waste material, debris, rubbish, garbage or
                  other loose or objectionable material to accumulate on or
                  around the Demised Premises and at all times to keep the
                  Demised Premises in a neat and broom-clean condition. Upon the
                  termination or surrender of this Lease, the Tenant shall leave
                  the Leased Premises neat, broom-clean, free and clear of all
                  waste materials, debris and rubbish, all of which work is to
                  be done to the satisfaction of the Landlord.

            (d)   do or suffer any waste or damage, disfiguration or injury to
                  the Leased Premises or the fixtures and equipment thereof use
                  or permit to be used any part of the Leased Premises for any
                  dangerous, noxious or offensive trade or business and not to
                  cause or permit any nuisance in, at or on the Leased Premises.


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<PAGE>

9.02              The Tenant shall:

                  (a)   comply promptly with the requirements of every
                        applicable statute, law and ordinance, and with every
                        applicable lawful regulation and order with respect to
                        the condition, equipment, maintenance, use or occupation
                        of the Demised Premises and to comply with the
                        applicable regulation or order of the Insurers Advisory
                        Organization of Canada or of any body having similar
                        functions or of any liability or fire insurance company
                        by which the Tenant and/or the Landlord may be insured,
                        and except as herein provided, to assume the sole
                        responsibility for the condition, operation, maintenance
                        and management of the Leased Premises. If the Landlord
                        is required to pay or expend any monies as a result of a
                        failure by the Tenant to comply with the terms of this
                        paragraph, the Landlord may add the amount paid to the
                        rent due for the next ensuing month.

                  (b)   replace with as good quality and size of any glass
                        broken on the Leased Premises during the continuance of
                        this lease, unless such breakage is the result of
                        negligence of the Landlord, his employees, servants,
                        agents or contractors.

                  (c)   otherwise reasonably maintain the Leased Premises,
                        reasonable wear and tear and damage by fire, lightning,
                        tempest and structural defects or weakness only
                        excepted.

X        USE

10.01 The Leased Premises shall be used only for footwear wholesale office and
related business the Tenant shall not carry on or permit to be carried on
therein any other trade or business, and the Tenant shall not do or omit or
permit to be done or omitted upon the Leased Premises anything which shall cause
the rate of insurance upon the Building to be increased and if the rate of
insurance on the Building shall be increased by reason of the use made of the
Leased Premises or by reason of anything done or omitted or permitted to be done
or omitted by the Tenant or by anyone permitted by the Tenant to be upon the
Leased Premises, the Tenant shall on demand pay to the Landlord the amount of
such increase.

10.02 The Tenant will not carry on its use in a manner which the Landlord shall,
acting reasonably, deem to constitute a nuisance and more specifically, will not
cause the emission of such noise, vibrations, odors or fumes as will
unreasonably interfere with normal usage of the Building in which the Leased
Premises are situate by other users and occupiers of the Building.1

10.03 The Tenant and his employees and all persons visiting or doing business
with him on the Leased Premises shall be bound by and shall observe the Rules
and Regulations attached to this lease and any further and other reasonable
Rules and Regulations made hereafter by the Landlord of which notice in writing
shall be given to the Tenant and all such Rules and Regulations shall be deemed
to be incorporated into and form part of this lease.

10.04 The Tenant's use of the Leased Premises and the Building shall at all
times be in strict compliance with all governmental and municipal laws, by-laws
and regulations relating to health, safety and protection of the environment
(the "Environmental Laws").

                  More specifically, the Tenant will not use or permit to be
used, or store, manufacture or dispose of any Hazardous Material in or about the
Leased Premises and the Landlord's Property (the "Hazardous Use"), unless
specifically permitted in this Lease or unless approved in writing by the
Landlord, which approval may be unreasonably withheld. For the purposes of this
paragraph, a Hazardous Material shall be any contaminant or pollutant or other
substance or material which any Environmental Laws define to be dangerous,
hazardous, toxic or environmentally unsafe, or which require special treatment,
recovery or disposal procedures pursuant to any Environmental Laws.

--------------
(1)  The Landlord acknowledges that the manner of use of the premises by the
Tenant from June 1997 through December 1998 is not deemed by the Landlord to
constitute a nuisance.

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<PAGE>

                  If the use of the Leased Premise s as permitted in this lease
includes a Hazardous Use, or if the Landlord approves a Hazardous Use in
writing, then the Tenant shall carry on such Hazardous Use in such manner as may
be required by the Environmental Laws and the Landlord so as to assure that
there will be no leakage, seepage, release, emission or discharge or Hazardous
Material into the environment or into any part of the Lease Premises or the
Building.

                  If any use of the Leased Premises or the Building by the
Tenant, or anyone for whom the Tenant is at law responsible, results in a
leakage, seepage, release, emission or discharge of Hazardous Material, whether
so defined by Environmental Laws in force at the time of the use, or subsequent
thereto, the Tenant:

                  (i)      shall be responsible and liable for the cost of any
                           cleanup treatment, recovery, disposal, repair or
                           replacement and any other remedial action that may be
                           necessary to return the Leased Premises, the
                           Landlord's Property or any other affected lands,
                           structures and building to a safe and environmentally
                           clean condition in accordance with the requirements
                           of any Environmental Laws, or that may be required by
                           any governmental or municipal authority or agency,
                           and;

                  (ii)     shall indemnify and save the Landlord harmless
                           against all direct or indirect claims, demands,
                           obligations, fines, expenses, expenditures,
                           liabilities and damages that the Landlord may incur
                           as a result of, or arising from, or attributable to
                           the Tenant's use.

                  The provisions of this paragraph shall survive the termination
of this lease, whether by affluxion of time or otherwise, and shall remain in
full force and effect thereafter.

XI       ASSIGNMENT

11.01             (a)   The Tenant shall not assign this lease or sublet the
                        Leased Premises or any part thereof without the prior
                        consent in writing of the Landlord which consent shall
                        not be unreasonably withheld or delayed. At the time the
                        Tenant requests the consent of the Landlord, the Tenant
                        shall deliver to the Landlord a copy of any offer or
                        agreement to assign or sublet or the sublease or
                        assignment, the name, address, nature of business and
                        the most recent financial statements and or audited, (if
                        available) of the proposed assignee or subtenant and
                        forthwith upon request such, additional information, if
                        any, as the Landlord may reasonably require (all of
                        which is herein referred to as "Required Information").

                  (b)   The Landlord's consent to any assignment may be
                        conditional upon the assignee entering into an agreement
                        in a form satisfactory to the Landlord to perform,
                        observe and keep each and every covenant, condition and
                        agreement in this lease on the part of the Tenant to be
                        performed, observed and kept, including payment of rent
                        and all other sums and payments agreed to be paid or
                        payable under this lease on the days and at the times
                        and in the manner specified.

                  (c)   In no event shall any assignment or subletting to which
                        the Landlord may have consented alter, release or
                        relieve the Tenant from its obligations fully to perform
                        all the Tenant's covenants, conditions and agreements of
                        this lease. The Tenant shall pay on demand the
                        Landlord's reasonable costs incurred in connection with
                        the Tenant's request for such consent.

11.02 The Landlord may, in its sole and uncontrolled discretion, refuse to give
its consent to any sub-letting, sub-leasing or parting by the Tenant of less
than the whole of the Demised Premises, notwithstanding any act or rule of law
or regulation now or hereafter in force to the contrary.

Notwithstanding the foregoing provided that upon reasonable approval of Landlord
obtained in accordance with subparagraph (a) above, Tenant shall be entitled to
up three, but not more than three, sub-tenancies.


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<PAGE>

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

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

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

                  (c)   in the case of devolution through death.

                  For the purposes of this paragraph "control" of any
corporation shall be deemed to be vested in the person or persons owing more
than fifty (50%) percent of the voting power or the election of the Board of
Directors of such corporation and a "member or members" of the family of any
assignor or transferor shall include his spouse, parents, brothers, sisters and
issue.

XII      ALTERATIONS AND FIXTURES

12.01 The Tenant will not make or erect in or to the Leased Premises any
installations, alterations, additions or partitions without submitting plans and
specifications to the Landlord and obtaining the Landlord's prior written
consent in each instance (and the Tenant must further obtain the Landlord's
prior written consent to any change or changes in such plans and specifications
submitted as aforesaid, subject to payment of the cost to the Landlord of having
its architects approve of such changes, prior to proceeding with any work based
on such plans or specifications): such work may be performed by contractors
engaged by the Tenant but in each case only under written contract approved in
writing by the Landlord and subject to all conditions which the Landlord may
impose, provided nevertheless that the Landlord may at its option require that
the Landlord's contractors be engage for any such work; without limiting the
generality of the foregoing any work performed by or for the Tenant shall be
performed by competent workmen whose labour union affiliations are not
incompatible with those of any workmen who may be employed in the Building by
the Landlord, its contractors or subcontractors; the Tenant shall submit to the
Landlord's supervision over construction and promptly pay to the Landlord's or
the Tenant's contractors, as the case may be, when due, the cost of all such
work and of all materials, labour and services involved therein and of all
decoration and all changes in the Building, its equipment or services,
necessitated thereby. The Tenant covenants that he will not suffer or permit
during the Term hereof any Mechanic's or other liens for work, labour, services
or materials ordered by him or for the cost of which he may be in any way
obligated to attach to the Leased Premises or the Building and that whenever and
so often as any such liens shall attach or claims therefor shall be filed, the
Tenant shall within ten (10) days after the Tenant has notice or the claim for
lien procure a discharge thereof by payment or by giving security or in such
other manner as is or may be required or permitted by law.

12.02 All changes, alterations, additions and improvements shall comply with all
applicable statutes, regulations and/or by-laws of any municipal, provincial,
federal or other authority.

12.03 All changes, alterations, additions and improvements by or on behalf of
the Tenant shall be performed in a clean and tidy manner, in such manner as to
keep common areas free of dirt, refuse, waste material, debris, rubbish,
garbage, other loose or objectionable material and building materials, tools and
supplies. Should the Tenant, its contractors or workmen fail to comply with this
requirement the Landlord shall provide the Tenant written notice to rectify the
same immediately, and should the Tenant not comply the Landlord may rectify the
breach and charge the Tenant the cost thereof, plus an administrative fee of
fifteen (15%) percent of cost, as additional rent.

12.04 The Tenant shall pay to the Landlord the amount of the increase of any
insurance premium of policy covering the Leased Premises, to the extent that
such increase is strictly attributable to an action by the Tenant under this
paragraph and that such insurance shall not


                                       8
<PAGE>

thereby be made liable to voidance or cancellation by the insurer. The Tenant
should be provided with the insurer's letter.

12.05 If the Tenant has paid the rent and performed its obligations, the Tenant
shall have the right at the expiration or other termination of the lease to
remove trade fixtures, the Tenant's special lights and shelving, provided that
the Tenant makes good any damage or injury to the Demised Premises installation
and removal.

12.06 Upon termination of this Lease, all alterations, additions and
improvements that are affixed to any part of the Demised Premises (other than
trade fixtures) shall remain with and be surrendered with the Demised Premises.
If any new locks have been installed, the Tenant shall forthwith upon
installation provide keys to the same to the Landlord and the locks and their
keys shall be surrendered on termination of this Lease.

                  The Landlord may, in the alternative, require the Tenant to
remove any alterations, additions, improvements and signs and to restore the
Demised Premises to the same condition as they were at the commencement of the
Lease.

XIII     SIGNS

13.01 The Tenant shall not paint, display, inscribe, place or affix any sign,
picture, advertisement, notice, letter in or direction on any part of the
outside of the Building or visible from the outside of the Building. The Tenant
shall not paint, display, inscribe, place or affix any sign, picture,
advertisement, notice, lettering or direction on the outside of the Leased
Premises or elsewhere in the Building without the written consent of the
Landlord. The Tenant on ceasing to be the Tenant of the demised premises will,
before leaving them cause any sign, advertisement or notice as aforesaid to be
removed or obliterated at his own expense and in a workmanlike manner. Landlord
approves Tenant's signs in existence as at January 199[_][illegible].

XIV      INDEMNITY

14.01 The Landlord shall not be liable nor responsible in any way, for any
personal or consequential injury of any nature whatsoever, that may be suffered
or sustained by the Tenant or by any employee, agent, invitee or licensee of the
Tenant or any other person who may be upon the Demised Premises or the lands and
buildings of which the Demised Premises form a part; or for any loss of or
damage, or injury to, any property belonging to the Tenant or to its employees
or to any other person while such property is on the Demised Premises, or the
lands and buildings of which the Demised Premises form a part; and, in
particular (but without limiting the generality of the foregoing), the Landlord
shall not be liable for any loss or damage, or damages of any nature whatsoever,
to any property caused by theft or breakage or other cause, failure to supply
adequate drainage, snow or ice removal, or by reason of the interruption of any
public utility or service or in the event of steam, water, rain or snow which
may leak into, issue or flow from any part of the Demised Premises of the lands
and buildings of which the Demised Premises form a part or from the water,
sprinkler, or drainage pipes or plumbing works of the same, or from any other
place or quarter or for any damage caused by anything done or omitted to be done
by any tenant, nor shall the Tenant be entitled to any abatement of rent in
respect of any such condition or interruption of service. The Landlord's
exemption from Liability will not apply in case of gross negligence of Landlord
in performing its duties.

14.02 Notwithstanding the foregoing provision, the Tenant shall indemnify and
save harmless the Landlord from all liabilities, damages, costs, claims, suits
or actions arising out of:

                  (a)   any breach, violation or non-performance of any covenant
                        herein contained on the part of the Tenant;

                  (b)   any damage to property howsoever occasioned by the use
                        and occupation of the Demised Premises; or

                  (c)   any injury to any person or persons, including death,
                        resulting at any time therefrom, occurring in or about
                        the Demised Premises or any part thereof, or resulting
                        from the use and occupation of the Demised Premises
                        during the term of this Lease , by Tenant, its
                        employees, agents or invitees from any cause whatsoever.


                                       9
<PAGE>

XV       LANDLORD'S COVENANTS

15.01             The Landlord covenants with the Tenant as follows:

                  (a)      for quiet enjoyment;

                  (b)      to pay, subject to the provisions of Articles V and
                           VI all taxes and rates, municipal, parliamentary or
                           otherwise, levied against the Leased Premises or
                           against the Landlord on account thereof:

                  (c)      to provide heating for the Leased Premises to an
                           extent sufficient to maintain therein at all times
                           during normal business hours, except during the
                           making of repairs, a reasonable temperature; but
                           should the Landlord make default in so doing, it
                           shall not be liable for indirect or consequential
                           damage or damages for personal discomfort or illness;

                  (d)   to furnish, except when repairs are being made,
                        passenger elevator service during normal business hours,
                        and limited elevator service at other times;
                        operator-less automatic elevator service, if used, shall
                        be deemed "elevator service" within the meaning of this
                        paragraph; and to permit the Tenant and the employees of
                        the Tenant to have the free use of such elevator service
                        in common with others, but the Tenant and such employees
                        and all other persons using the same shall do so at
                        their sole risk and under no circumstances shall the
                        Landlord be held responsible for any damage or injury
                        happening to any person while using the same or
                        occasioned to any person by any elevator or any of its
                        appurtenances. All deliveries to the Leased Premises
                        shall be made by the elevator designated from time to
                        time by the Landlord;

                  (e)   to permit the Tenant and the employees of the Tenant and
                        all persons lawfully requiring communication with them
                        to have the use during normal business hours on business
                        days in common with others of the maintenance and the
                        stairways, corridors, and elevators leading to the
                        Leased Premises. At times other than during normal
                        business hours the Tenant and the employees of the
                        Tenant and persons lawfully requiring communication with
                        the Tenant shall have access to the Building and to the
                        Leased Premises and use of the elevators only in
                        accordance with the Rules and Regulations;

                        In this lease, "business day" shall mean Monday to
                        Friday inclusive (other than Statutory holidays) and
                        "normal business hours" shall mean from 7:00 a.m. to
                        6:00 p.m.; and

                  (f)   to permit the Tenant and the employees of the Tenant in
                        common with others entitled thereto to use the washrooms
                        in the Building on the floor or floors in which the
                        Leased Premises are situate.

XVI      INSURANCE

16.01             The Landlord will:

                  (a)   insure and keep insured during the term of this Lease
                        the building against loss by fire and such other perils
                        as may from time to time be included in the standard
                        fire insurance additional perils supplementary contract
                        generally available in the Province of Ontario, for its
                        full insurable value, with loss, if any, payable to the
                        Landlord or as the Landlord may direct.

                  (b)   maintain pressure vessel insurance in respect of all
                        steam boilers and such other pressure vessels, including
                        hot water tanks, as the Landlord may from time to time
                        deem it necessary to insure, with loss, if any, payable
                        to the Landlord or as the Landlord may direct, in such
                        amount and in respect of such risks as may be
                        recommended by the Landlord's Insurance Underwriters.


                                       10
<PAGE>

                  (c)   maintain rental insurance against loss of rent due to
                        fire or such other perils as may from time to time be
                        included in the standard fire insurance additional
                        perils supplementary contract generally available in the
                        Province of Ontario for one year's rent, plus the
                        Tenant's share of the annual taxes on the Landlord's
                        Property, naming the Landlord as security for the
                        payment of such net rent and additional rent hereunder,
                        until the restoration of the Demised Premises as herein
                        required by the Tenant. To the extent that the Landlord
                        receives the proceeds of such insurance policies, the
                        rental insurance proceeds received shall be applied
                        against the rent payable herein.

16.02 The fire insurance policy hereinbefore referred to shall contain a waiver
of subrogation against the Tenant and the Landlord waives, and releases all
rights of action and recourse which it may now or hereafter have against the
Tenant in tort or negligence for any loss or damage to the Landlord or to the
Demised Premises or to the building in which the Demised Premises are situate,
by any of the perils insured against by the Landlord or which the Landlord has
agreed to insure against and, to cause all policy or policies of insurance held
by it in respect of the Demised Premises and the building in which same are
situate, to be endorsed with a waiver of any and all subrogation rights against
the Tenant which might otherwise vest in the insurer of such policy or policies
of insurance.

                  In the event the "Waiver of Subrogation" endorsement contained
in any policy or policies of fire insurance is cancelled by the insurance
company or companies and the Landlord, using its best efforts, is unable to
obtain a fire insurance policy or policies endorsed with "Waiver of Subrogation"
rights, the terms and covenants contained in this paragraph shall be deleted and
no longer effective and the within Lease shall be deemed to have been amended
accordingly.

16.03             The Tenant will:

                  (a)   insure and keep insured the glass windows on the Demised
                        Premises, and will deposit certificates with respect to
                        such insurance with the Landlord.

                  (b)   carry public liability insurance in such amounts as
                        shall from time to time be reasonable (but in no event
                        less than $2,000,000.00 inclusive of all injuries or
                        death to persons or damage to property of others arising
                        from any one occurrence), in the name of both the
                        Landlord and the Tenant.

                  (c)   any other form of insurance as the Landlord or the
                        Landlord's mortgagee requires from time to time in
                        amounts and for risks against which a prudent tenant
                        would insure.

                  The Tenant will pay the premiums for each of the above
insurances when due and will deposit certificates of insurance with the
Landlord. The above insurances are to be carried in a company or companies
satisfactory to the Landlord and are to be in a type and form satisfactory to
the Landlord.

16.04 The Tenant agrees that it will not carry on or permit to be carried on any
business in the Demised Premises which will make void or voidable any insurance
held by the Landlord. As long as the use in the Premises is the same as the use
when the Tenant moved in.

                  If any insurance policy shall be cancelled, or the coverage
therein reduced in any way by the insurer by reason of the use and occupation of
the Demised Premises by the Tenant, or by any assignee or sub-tenant of the
Tenant, or by anyone permitted by the Tenant to be upon the said Demised
Premises, and if the Tenant fails to remedy the condition giving rise to such
cancellation or reduction of coverage within ten (10) days after notice thereof
by the Landlord, the Landlord may, at its option, either:

                  (a)   determine this Lease forthwith by leaving upon the
                        Demised Premises a notice in writing of its intention so
                        to do and thereupon rent and any other payments for
                        which the Tenant is liable under this Lease shall be
                        apportioned and paid in full to the date of such
                        determination of the Lease


                                       11
<PAGE>

                        and the Tenant shall immediately deliver up vacant
                        possession of the Demised Premises to the Landlord; or

                  (b)   enter upon the Demised Premises and remedy the condition
                        giving rise to such cancellation or reduction and the
                        Tenant shall forthwith pay the cost thereof to the
                        Landlord, which cost may be collected by the Landlord as
                        rent in arrears.

XVII      DESTRUCTION

17.01 If, during the term of this Lease, the building (or any part thereof) of
which the Demised Premises forms a part shall be damaged by fire or such other
perils as may from time to time be included in the standard fire insurance
additional perils supplementary contract generally available in the Province of
Ontario, the following provisions shall have effect:

                  (a)   if the building is incapable of being rebuilt, repaired
                        or restored with reasonable diligence within 120 days of
                        the occurrence of the damage then either the Tenant or
                        the Landlord may terminate the Lease by notice in
                        writing to the other within thirty (30) days of the date
                        of damage. On the giving of this notice the Lease shall
                        cease and terminate from the date of the damage, the
                        Tenant shall forthwith surrender the Demised Premises
                        and all its interest in the Demised Premises to the
                        Landlord, the rent and the additional rent shall be
                        apportioned and payable by the Tenant only to the date
                        of the damage and the Landlord may re-enter and
                        re-possess the Demised Premises discharged of this
                        Lease. If the Tenant does not forthwith surrender the
                        Demised Premises then the Tenant shall continue to pay
                        the rent and additional rent specified in this Lease as
                        occupancy rent until surrender.

                  (b)   If the Lease is not terminated pursuant to sub-paragraph
                        (a) or if the building is capable with reasonable
                        diligence of being rebuilt, repaired or restored within
                        120 days of the occurrence of the damage then the
                        Landlord shall proceed to rebuild, restore or repair the
                        Demised Premises with reasonable promptness subject to
                        any periods of delay caused by strikes, walk-outs,
                        slowdowns, shortages of material, acts of God, acts of
                        war, inclement weather or any other occurrences which
                        are beyond the reasonable control of the Landlord and
                        the rent shall abate in the following manner:

                        (i)   if the Demised Premises are rendered partially
                              unfit for occupancy by the Tenant, the rent
                              reserved including additional rent prorata for the
                              period shall abate in the proportion that the part
                              of the Demised Premises rendered unfit for
                              occupancy by the Tenant bears the whole of the
                              Demised Premises;

                        (ii)  if the Demised Premises are rendered wholly unit
                              for occupancy by the Tenant, the rent reserved
                              shall be fully suspended until the Demised
                              Premises have been rebuilt, repaired or restored;

                  (c)   nothing in this clause shall in any way be deemed to
                        affect the obligation of the Tenant to repair, maintain,
                        replace or rebuild the Demised Premises, or to be liable
                        to the Landlord for any damages suffered by the Landlord
                        if the occurrence of damage is caused by the Tenant, or
                        is a result of the Tenant's breach or non-performance of
                        any of its obligations under this Lease, and the
                        Landlord is not compensated therefor out of the
                        insurance proceeds;

                  (d)   the decision of the Landlord's architect or engineer
                        shall be final and binding upon the parties as to all
                        determinations relating to matters of construction.

XVIII      DEFAULT AND REMEDIES


                                       12
<PAGE>

18.01 If the Tenant does not pay any taxes, rates, services and utilities, or
other amounts which the Tenant has covenanted to pay, the Landlord may pay the
same and recover from the Tenant the amounts so paid as rent in arrears.

18.02 If the Tenant, after seven (7) days' written notice from the Landlord,
does not rectify and make good any damage, repairs or maintenance for which the
Tenant is liable under this Lease, the Landlord may enter upon the Demised
Premises (without being liable for any disturbance or damage so caused), rectify
and make good any such damage, repairs or maintenance, and recover the cost from
the Tenant as rent in arrears.

18.03 If the Tenant does not insure and keep insured as required, the Landlord
shall be free to effect the required insurance and to recover the cost from the
Tenant as rent in arrears.

18.04 The Tenant covenants not to permit any construction or other liens for
work, labour, services or materials ordered by the Tenant or for the cost of
which it may be in any way obligated to attach to the Demised Premises. If such
a lien is attached the Tenant shall, within twenty (20) days after the Tenant
has notice of the claim for lien, procure a discharge of the lien. If the Tenant
fails to comply with the terms of this paragraph, the Landlord, at its option,
may pay and discharge the lien and all monies paid by the Landlord, including
all expenses incurred, shall be charge to, and paid by the Tenant and may be
collected as additional rent due on the next ensuing rent day.

18.05 If, upon the termination or surrender of this Lease, the Demised Premises
are not left in the state of cleanliness and repair as required, the Landlord
may carry out any work required to rectify the default as agent of and at the
expense of the Tenant, and recover the cost from the Tenant as rent in arrears.

18.06 All arrears of rent and any monies overdue and owing to the Landlord
herein shall bear interest at the rate of 1% above the prime commercial lending
rate charged by the Landlord's bank from the time the arrears become due until
paid to the Landlord.

18.07 In addition to any other remedies set out in this Lease and available at
law, the Tenant agrees that:

                  (a)   in case of non-payment of rent or other monies at the
                        time provided; three (3) business days notice will be
                        given on two occasions only during each calendar year or

                  (b)   if the Tenant falls, after seven (7) days' written
                        notice from the Landlord, commence to make repairs and
                        diligently proceed to make good and complete any damage,
                        repairs or maintenance, for which the Tenant is liable;
                        or

                  (c)   if the demised Premises be used by any other person
                        other than those entitled to use them under the terms of
                        this Lease; or

                  (d)   if the term hereby granted or any of the goods or
                        chattels of the Tenant on the Demised Premises shall be
                        at any time during the said term seized or taken in
                        execution or attachment by any creditor of the Tenant:
                        or

                  (f)   if the Tenant shall make any assignment for the benefit
                        of creditors or shall on becoming bankrupt or insolvent
                        take the benefit of any Act now or hereafter in force
                        for bankrupt or insolvent debtors; or

                  (g)   if any order shall be made for the winding up of the
                        Tenant; or

                  (h)   if the Tenant shall make any attempt to sell or dispose
                        of its goods or chattels or to remove them or any of
                        them from the Demised Premises so that there would not
                        remain in the Demised Premises in the event of such sale
                        or disposal sufficient goods subject to distress to
                        satisfy the rent then due or accruing due; or

                  (i)   if the Tenant is in breach of, or fails to fulfil any of
                        its other obligations under this Lease, following expiry
                        of any applicable grace periods then,


                                       13
<PAGE>

                        and in every such case, the then current months' rent
                        and the next ensuing three months' rent and the Tenant's
                        share of the Taxes for the then current year (to be
                        reckoned on the rate for the next preceding year, in
                        case the rate shall not have been fixed for the then
                        current year), shall immediately become due and be paid
                        and be recoverable by the Landlord in the same manner as
                        if the same were rent in arrears;

                  and the Landlord shall further have the right to either:

                  (i)   re-enter and take possession of the Demised Premises as
                        though the Tenant or any other occupants of the Demised
                        Premises were holding over after the expiration of the
                        term and the term shall, at the option of the Landlord,
                        forthwith become forfeited and determined; or

                  (ii)  re-enter as agent of the Tenant, either by force or
                        otherwise without being liable for prosecution. On such
                        re-entry, the Landlord may rent the whole or any part of
                        the Demised Premises as agent of the Tenant and receive
                        the rent payable on the re-rental. This Landlord may
                        re-rent for a period equal to or greater or lesser than
                        the remainder of the then current term to any tenant
                        which the Landlord may deem suitable and satisfactory,
                        for any use or purpose which the Landlord may deem
                        appropriate and on any other terms as the Landlord may
                        deem suitable and satisfactory. The Landlord may also
                        make such changes in the character of the improvements
                        of the Demised Premises as the Landlord may determine to
                        be appropriate or helpful in the re-rental.

                  The Landlord may also as agent of the Tenant take possession
of any chattels, fixtures or other property on the Demised Premises and sell the
same at public or private sale, subject to the laws of distress applied in
accordance with this lease.

                  Any proceeds of the sale of equipment or fixtures or any rent
derived from re-renting the Demised Premises shall be applied (minus any costs
incurred in selling or re-renting) upon account of the rent or other monies due
under this Lease and the Tenant shall remain liable to the Landlord for any
difference. It is the intention of the parties that nothing in this Lease and no
entry or seizure made by the Landlord under this clause shall in any way release
the Tenant from its obligation to pay rent during the term beyond any sum which
may be realized by the Landlord by re-renting the Demised Premises or selling
chattels and fixtures; nor shall the Landlord be required to pay to the Tenant
any surplus of any sums received by the Landlord on the sale of chattels or
fixtures or on the re-renting of the Demised Premises in excess of the rent
required to be paid by the Tenant under this Lease.

18.08             (a)   Notwithstanding anything contained in any statute or
                        regulation in force, none of the goods or chattels of
                        the Tenant situate on the Demised Premises shall at any
                        time during the term be exempt from levy by distress for
                        rent in arrears. If any claim for exemption is made by
                        the Tenant, or if distress is being made by the
                        Landlord, this clause may be pleaded as an estoppel
                        against the Tenant in any action brought to test the
                        right of the Landlord to the levy upon goods claimed to
                        be exempt and the Tenant waives every exemption benefit
                        that might have accrued to the Tenant under any
                        legislation.

                  (b)   If the Tenant removes any goods or chattels from the
                        Demised Premises, other than in the ordinary course of
                        business, the Landlord may follow them for thirty (30)
                        days in the same manner as is provided for in any Act
                        respecting the fraudulent and clandestine removal of
                        goods. (c) Any condoning, excusing or overlooking by the
                        either party of any breach, default or non-performance
                        by the other party at any time of any of its obligations
                        under the Lease shall not operate to waive such party
                        rights under this Lease in the event of any later
                        default, breach or non-performance and all rights and
                        remedies of such party shall be deemed to be cumulative,
                        not alternative.


                                       14
<PAGE>

                  (d)   Every payment by the Tenant, or receipt by the Landlord,
                        of a lesser amount than the monthly rent shall be deemed
                        to be on account of the earliest stipulated rent. Any
                        endorsement or statement on any cheque or any letter
                        accompanying any cheque or payment as rent shall not be
                        deemed an accord and satisfaction, and the Landlord may
                        accept the cheque or payment without prejudice to the
                        Landlord's right to recover the balance of the rent or
                        pursue any other remedy in this Lease.

                  (e)   No reference to, nor exercise of, any specific right or
                        remedy by the Landlord shall preclude or prejudice the
                        Landlord in exercising any other right, or remedy or
                        maintaining any other action to which it may be entitled
                        either at law or in equity. The Landlord's failure to
                        insist upon a strict performance of any covenant of this
                        Lease agreement or to exercise any option or right shall
                        not be a waiver or relinquishment for the future of the
                        covenant, right or option which shall remain in full
                        force and effect.

XIX      PRIOR INTERESTS

19.01 This lease is subject and subordinate to all mortgages or deeds of trust
and all renewals, modifications, consolations, replacements and extensions
thereof which may now or at any time hereafter affect the Premises in whole or
in part or the Building in whole or in part and whether or not such mortgages or
deeds of trust shall affect only the Premises or the Building of which the
Premises shall form a part or shall be blanket mortgages or deeds of trust
affecting other Premises as well. The Tenant shall at any time on notice from
the Landlord attorn to and become a Tenant of a mortgagee or trustee under any
such mortgage or deed of trust upon the same terms and conditions set forth in
this lease and subject to the mortgagee recognizing Tenant's leasehold interest
and shall execute promptly on request by the Landlord and in any event within
five (5) days after such request, any certificates, instruments of postponement
or attornment or other instruments from time to time requested to give full
effect to this requirement or to set out the status of this lease and the state
of accounts between the Landlord and the Tenant and the Tenant hereby
constitutes the Landlord as the agent or attorney of the Tenant for the purpose
of executing any such certificates, instruments of postponement or attornment or
other instruments necessary to give full effect to this clause. To best of
Landlord's knowledge, the current mortgagee requires Tenant to execute a form of
subordination agreement which includes non-disturbance provision.

XX       RIGHT TO RELOCATE

20.01             (a)   The Landlord shall have the right, at any time during
                        the term of this lease, to relocate the Tenant to other
                        premises of approximately the same area within the
                        Building. Such right shall be exercised by the giving of
                        not less than sixty (60) days' notice in writing to the
                        Tenant.

                  (b)   The Landlord shall be responsible for the expenses of
                        such relocation, including the cost of partitioning the
                        new premises, but such costs shall include the costs of
                        the physical movement of the Tenant's chattels and the
                        relocation of Leasehold Improvements only and the
                        Landlord shall not be liable for any other costs
                        including without limitation the cost of printing
                        stationery nor shall the Landlord be liable for any loss
                        occasioned by the interruption of the Tenant's business.

                  (c)   If the Landlord relocates the Tenant as aforesaid, this
                        lease shall continue in full force with the following
                        amendments:

                        (i)   The description of the Premises in Schedule "A"
                              and in page one of this lease shall be amended to
                              contain a description of the premises to which the
                              Tenant has been relocated;

                        (ii)  The area of the Premises as described on page one
                              of this lease shall be amended to indicate the
                              area of the premises as a result of amendment (i)
                              above mentioned; and

                                       15
<PAGE>

                        (iii) The annual rent set forth in subclause 3(a) hereof
                              shall be amended by increasing it or decreasing it
                              by a percentage equal to the percentage increase
                              or decrease in the area of the Premises as a
                              result of amendment (ii) above mentioned.

                  (d)   If the Tenant refuses to allow the Landlord to relocate
                        the Tenant as aforesaid or if the Tenant attempts to
                        obstruct such relocation in any manner, the Landlord
                        may, at its option, terminate this lease with notice to
                        the Tenant, without prejudice to any other rights or
                        remedies it may have, and rent and any other payments
                        for which the Tenant is liable shall be apportioned and
                        paid to the date of such termination together the
                        reasonable expenses of the Landlord attributable to the
                        termination of the lease and the Tenant shall
                        immediately deliver possession of the Premises to the
                        Landlord.

                  (e)   at any time during the last year of the lease term,
                        Landlord shall have the option to terminate in lieu of
                        relocating.

XXI      RIGHT OF ENTRY

21.01 The Tenant shall permit the Landlord and the Landlord's agents during the
term of this lease to enter the Leased Premises to:

                  (a)   examine the condition of the Leased Premises and to
                        effect all required repairs and maintenance on
                        reasonable notice;

                  (b)   show the Leased Premises for the purpose of inspection
                        by prospective Purchasers and mortgagees, and during the
                        last six (6) months of the term, by prospective Tenants
                        on reasonable notice;

                  (c)   perform all other acts permitted or required to be
                        performed by the Landlord under this lease on reasonable
                        notice; and

                  (d)   to remove any article or remedy any condition which in
                        the reasonable opinion of the Landlord would likely lead
                        to the cancellation of any policy of insurance, if
                        possible the Landlord will give the Tenant written
                        notice to remedy in seven (7) days.

XXII      EXPROPRIATION AND TERMINATION

22.01 If during the term all or part of either the Premises or the Building is
expropriated, then at the option of the Landlord, the term of the lease shall
cease and terminate upon possession being required and all rent, additional rent
and other charges shall be paid up to that date so that the Tenant shall have no
claim against the Landlord for the value of any unexpired term of the lease, or
for damages or for any reason whatsoever. The Tenant shall not be entitled to
any part of the award or compensation paid for such expropriation and the
Landlord is to receive the full amount of any such award or compensation, the
Tenant hereby expressly waiving any right or claim to any part thereof. However,
the Tenant shall have the right to claim and recover from the expropriating
authority, but not from the Landlord, such compensation as may be separately
awarded to the Tenant in respect of its fixtures.

22.02 Notwithstanding any other provisions in this lease, the Landlord shall
have the right to terminate this lease by notice in writing to the Tenant if the
Landlord determines to remodel or demolish the Building or a substantial part
thereof or if the Landlord enters into a bona fide arm's length sale of the
Building. Such termination shall be effective on the date named in such notice,
which shall be the last day of a month not less than three (3) months following
the giving of such notice or at the Landlord's option on one month notice and
the Landlord to pay the tenant one month rent. Such notice may be given by the
Landlord, at any time after the Landlord determines to demolish or remodel the
building, or, in the event of a sale of the building, by the Landlord or the
Purchaser (new Landlord), at any time the Landlord enters into an agreement for
such sale to a date that is thirty (30) days after completion of such sale
transaction.

                                       16
<PAGE>

XXIII     NOTICES

23.01 All notices, demands and requests which may be or are required to be given
under this Lease shall be in writing and shall be served personally or by
facsimile or sent by registered mail addressed in the case of the Landlord, to
it at: 329 Spadina Ave. Second Floor, Toronto, Ontario, M5T 2E9 Fax (416)
977-3451 and in the case of the Tenant to it at the Demised Premises or at such
other place or places as such parties may from time to time designate by written
notice to the other.

                  Notices, demands and request which are served in the manner
aforesaid shall be deemed sufficiently served or given for all purposes of this
Lease, in the case of those personally served, on the date of such service, and,
in the case of those given by registered mail, on the third postal delivery day
following the mailing thereof.

                  Provided, however, that in the event that normal mail service
shall be interrupted by strikes, slow-down, force majeure or other cause, then
the party sending the notice or request shall utilize any similar service which
has not been so interrupted in order to ensure prompt receipt of such notice,
request or demand by the other party and for the purposes of this paragraph such
service shall be deemed to be personal service. In the event of disruption of
mail service for any reason whatsoever, payments required to be made by the
Tenant to the Landlord shall be delivered to the Landlord at the address
hereinbefore set out.

XXIV              LESSEE NOT EXCEED OR TO OVERLOAD FACILITIES

24.01 The Tenant shall not install any equipment which will overload the
capacity or any utility, electrical or mechanical facilities in the Leased
Premises and the Tenant will not bring into the Leased Premises or install any
utility, electrical or mechanical facility or service which the Landlord does
not approve. The Tenant agrees that if any equipment installed by the Tenant
requires additional utility, electrical or mechanical facilities, the Landlord
may in its sole discretion if they are available elect to install them at the
Tenant's expense and in accordance with plans and specifications to approved in
advance in writing by the Landlord.

XXV               LESSEE NOT TO OVERLOAD FLOORS

25.01 The Tenant shall not bring upon the Leased Premises or any part thereof,
any machinery, equipment, article or thing that by reason of its weight, size or
use, might in the opinion of the Landlord damage the Leased Premises by any
machinery, equipment, object or thing or by overloading, or by any act, neglect
or misuse on the part of the Landlord, or any of its servants, agents or
employees, or any person having business with the Tenant, the Tenant will
forthwith repair the same, or at the option of the Landlord, pay the Landlord
forth with on demand the cost of making good the same.

XXVI              CLEANLINESS

26.01 The Tenant covenants with the Landlord to clean the premises daily, and to
maintain the premises in a standard of cleanliness as befits a commercial
office. Tenant, and those for whom Tenant is responsible, shall not cause or
permit accumulations of garbage or other refuse within or without the premises,
or cause or permit objectable odours to emanate or to be dispelled from the
premises; And Tenant and those for whom Tenant is responsible shall in
particular ensure that any food or food wastes brought into the premises, are
removed daily, and Tenant shall take all reasonable precautions to prevent the
onset of rodents, vermin, cockroaches, or insects of any kind, resulting from
the presence of food or foodwastes. Landlord shall have the right to enter the
premises from time to time and view the state of cleanliness. In the event that
the Premises shall not have been maintained in accordance with the standard of
cleanliness required by Landlord, then Landlord shall have the right to arrange
for daily cleaning of the Premises by the Landlord's Janitorial contractor and
the cost of such cleaning shall be payable by "Tenant as additional rent".

XXVII             RENEWAL

27.01 The Tenant has the option to renew for another five (5) years at a
mutually agreed upon rate.


                                       17
<PAGE>

XXIII             PARKING:

28.01 The Tenant shall have the right to one parking space in the outdoor
parking lot during the initial term of the lease at $25.00 per month for the
spot, another spot at no charge, and two other parking spots that the Tenant
shall rent form the Landlord $50.00 per month per spot. Notwithstanding should
the Landlord sell the parking lot or build a building the Landlord shall no
longer be obligated to provide the parking spaces.

XIX               MISCELLANEOUS

29.01             (a)   The Tenant covenants to register an executed copy of
                        this Lease against the title of the Demised Premises, or
                        a Notice thereof, in the Registry Office or Land Titles
                        Office in which the Lands are registered if so requested
                        by the Landlord.

                  (b)   This Lease sets out all the covenants, promises,
                        agreements, conditions and understanding between the
                        Landlord and the Tenant concerning the Demised Premises
                        and there are no covenants, promises, agreements,
                        conditions or understanding, either oral or written,
                        between them, other than as are set out in this Lease.

                  (c)   This Lease agreement shall be construed under the laws
                        of the Province of Ontario.

                  (d)   The Landlord and Tenant expressly acknowledge and
                        declare that the sole relationship between them created
                        by this Lease is that of Landlord and Tenant. This Lease
                        does not and shall not in any way create a partnership,
                        agency, joint venture, or any relationship other than
                        that of Landlord and Tenant.

                  (e)   The headings to the various paragraphs of this Lease and
                        any paragraph numbers appearing in this Lease are
                        inserted only as a matter of convenience, and in no way
                        define, limit, construe or describe the scope or intent
                        of such paragraphs of this Lease, nor in any way affect
                        this Lease.

                  (f)   The word "Tenant" shall be deemed to mean each and every
                        person or party mentioned as a tenant. If there is more
                        than one Tenant, any notice required or permitted by the
                        terms of this Lease may be given by or to any one of
                        them, and shall have the same force and effect as if
                        given by or to all. The use of the neuter singular
                        person to refer to the Landlord or the Tenant shall be
                        deemed a proper reference even though the Landlord or
                        the Tenant may be an individual, a partnership, a
                        corporation or a group of two (2) or more individuals or
                        corporations.

                        The necessary grammatical changes required to make the
                        provisions of this Lease apply in the plural sense where
                        there is more than one Landlord or Tenant and either
                        corporations, associations, partnerships of individuals,
                        males or females, shall, in all instances be assumed as
                        though in each case fully expressed.

                  (g)   The Tenant agrees that it will at any time and from time
                        to time upon not less than ten (10) days prior notice
                        execute and deliver to the Landlord as a statement in
                        writing certifying that this lease is unmodified and in
                        full force and effect (or, if modified, stating the
                        modifications and that the same is in full force and
                        effect as modified), the amount of the annual rent then
                        being paid hereunder, the dates to which the same, by
                        installments or otherwise, and other charges hereunder
                        have been paid, and whether or not there is any existing
                        default on the part of the Landlord of which the Tenant
                        has notice.

                  (h)   All rights and liabilities given to, or imposed upon,
                        the respective parties, shall extend to and bind the
                        several respective heirs, executors, administrators,
                        successors and assigns of the parties. If there is more
                        than one Tenant, they shall all be bound jointly and
                        severally by the terms,


                                       18
<PAGE>

                        covenants and agreements of the Lease. No rights,
                        however, shall enure to the benefit of any assignee of
                        the Tenant unless the assignment to such assignee has
                        been approved by the Landlord in writing as provided for
                        in Article XI of this Lease.

                  (i)   Notwithstanding anything herein contained, in the event
                        that the Landlord or Tenant is delayed or hindered in or
                        prevented from the performance of any act required of
                        Landlord or Tenant hereunder by reason of any: strike;
                        civil commotion; lock-out; labour trouble; inability to
                        procure materials, equipment, labour or service; act of
                        God; weather; fire; flood; restrictive governmental laws
                        or regulations; riot; insurrection; war; or any reason
                        whether or not of the foregoing nature beyond the
                        reasonable control of the Landlord or Tenant, then the
                        period for the performance of any such act shall be
                        extended for a period equivalent to the period of the
                        delay.

                  (j)   Time shall be of the essence of this Lease in all
                        respects.

                  (k)   See Page 21,22,23 and Schedule "A", "B", and "C" annexed
                        hereto forming part of this lease.

                  IN WITNESS WHEREOF each of the parties herein have duly and
properly executed this Agreement.



SIGNED, SEALED AND DELIVERED        )        738489 ONTARIO LIMITED
IN THE PRESENCE OF                  )
                                    )
                                    )        /s/ [Illegible]
------------------------------------         --------------------------------
WITNESS



SIGNED, SEALED AND DELIVERED        )        MATCH PAIR INC.
IN THE PRESENCE OF                  )
                                    )
                                    )        /s/ Giovani Vernich
------------------------------------         --------------------------------
WITNESS                                      Giovani Vernich A.S.O.


                                       19
<PAGE>

                                  SCHEDULE "B"

The Tenant at its own expense shall sand the floor, sand blast the brick, build
offices, set up their electrical and mechanical needs (save and except what the
Landlord is doing in Schedule "C"). All such work shall be done as set out in
the terms set out in the lease.


                                       20
<PAGE>

                                  SCHEDULE "C"

The Landlord at its own expense shall:

1)    Repair and replace all windows with clear glass on the east side of the
      space.

2)    Create new openings and supply and install new window units 5' x 7'
      between every other pillar bay, at locations agreed upon by both Landlord
      and tenant with a minimum of four windows on the east side.

3)    Provide a circuit breaker box with a minimum of 150 Amp service at 220v.

4)    Supply and install a man' and woman's washroom (washroom to include toilet
      and sink) within the unit, to be in the north west corner of the demised
      premises, and rough in hot and cold water with drainage to allow for the
      Tenant to install kitchen sink.

5)    To make an opening through the brick wall for double door and supply and
      install one double fire rated steel door with dead bolt at a location
      specified by the Tenant.

6)    Repair all rad's and pipes so they function properly and do not leak, this
      to include replacing shut off valves and steam traps where required.

7)    Remove all unnecessary wiring and supply and install at locations
      specified by the Tenant 20 110 volt outlets. Use steel conduit when wiring
      is not going through walls or are not concealed.

8)    Supply and install a sound insulated demising wall at the south section of
      the space as indicated on Schedule "A".

9)    Supply and install a wall that encloses the A/C units at the north end of
      the space and the duct work at the north end of the demised premises.

10)   To repair and make sure A/C unit is in working condition, work to be done
      prior to April 30th or sooner if weather is warmer and move the A/C unit
      to a location specified by the Tenant, or as close as possible provided
      that it is possible.

11)   Remove any unnecessary pipes within the Demised Premises.

Match.wps/bm


                                       21
<PAGE>

                        SCHEDULE OF RULES AND REGULATIONS
                        FORMING PART OF THE WITHIN LEASE

         1. The sidewalks, entrances, elevators, stairways and corridors of the
building shall not be obstructed by any tenants or used by them for any other
purpose than for ingress and egress to and from their respective offices, and no
tenant shall place or allow to be placed in the hallways, corridors or
stairways; any waste paper, dust garbage, refuse or any thing whatever that
shall tend to make them appear unclean, untidy or filthy;

         2. The floors, sky-lights and window that reflect or admit light into
passageways or into any place in the said building shall not be covered or
obstructed by any of the tenants, and no awnings shall be put over any window;
the water closets and other water apparatus shall not be used for any purpose
other than those for which they were constructed, and no sweepings, rubbish,
rags, ashes or other substance shall be thrown therein, and any damage resulting
to them from misuse shall be borne by the tenant by whom or by whose employee
the damage was caused.

         3. All window signs, interior signs on glass doors must be approved in
writing by the Lessor before the Lessee engages a sign contractor to paint said
signs, and all such signs shall painted in the form previously so approved by
the Lessor.

         4. In the event that the Lessor provides and installs a Public
Directory Board inside the main entrance to the building, the tenant's or
tenants' name or names shall be placed on the said Board at the expense of such
tenant or tenants, same to be charged to the tenant or tenants in the month's
bill for rent next rendered, and shall be recoverable as rent.

         5. If any sign, advertisement or notice shall be inscribed, painted or
affixed by the Lessee on or to any part of the said building whatever, then the
Lessor shall be at liberty to enter on said premises and pull down and take away
any such sign, advertisement or notice, and the expense thereof shall be payable
by the Lessee.

         6. If by reason of any alterations which the Lessee way make or may
permit to be made, with or without the consent of the Lessor, to any part of the
demised premises or to any fixtures in the demised premises, the addition of any
equipment or the use of any material which the Lessees. Its employees or other
parsons permitted by the Lessee to be on the premises may use or keep in the
said premises, or any change in the type of occupancy of the demised premises
which the Lessee may make or permit to be made, there is any increase in the
insurance premiums payable by the Lessor on any fire insurance which may be in
effect or which the Lessor may hereafter place upon the building of which the
demise premises form a part, the Lessee agrees to pay to the Lessor the amount.
of such increase, and the parties agree that a statement by the insurance broker
of the Lessor of the amount of such increase shall be final and binding upon the
parties.

         7. No safes, machinery, equipment, heavy merchandise or anything liable
to injure or destroy any part of the building shall be takes into it without the
consent of the Lessor in writing, and the Lessor shall in all cases retain the
power to limit the weight and indicate the place where such safe or the like is
to stand, and the cost of repairing any and all damage done to the building by
taking in or putting out such safe or the like or during the time it is in or on
the premises, shall be paid for on demand by the tenant who so causes it. No
tenant shall load any floor beyond its reasonable weight carrying capacity as
set forth in the municipal or other codes applicable to the building.

         8. In order that the demised premises may be kept in a good state of
preservation and cleanliness, the tenant shall during the continuance of its
lease permit the janitor or caretaker of the Lessor to take charge of and clean
the demised premises.

         9. No tenant shall employ any person or persons other than the janitor
or caretaker of the Lessor for the purpose of such cleaning or of taking charge
of said premises, it being understood and agreed that the Lessor shall be in no
wise responsible to any tenant for any loss of property from the demised
premises, however occurring, or any damage done to the furniture or other
effects of any tenant by the janitor or caretaker or any of its employees.


                                       22
<PAGE>

alterations was it shall deem necessary for the safety and preservation of the
building, and also during the three months previous to the expiration of the
lease of the demised premises, to exhibit the said premises, to exhibit the said
premises to be let and put upon then its usual notice "For Rent", which said
notice shall not be removed by any tenant.

         11. Nothing shall be thrown by the tenants, their clerks or servants,
out of the windows or doors or down the passages and sky-lights of the building.

         12. No animals shall be kept in or about the premises.

         13. If the Lessee desires telegraph or telephone, call bell or other
private signal connections, the Lessor reserves the right to direct the
electricians or other workmen as to where and how the wires are to introduced
and without such directions no boring or cutting for wires shall take place. No
other wires of any kind shall he introduced without the written consent of the
Lessor.

         14. No one shall use the leased premises for sleeping apartments or
residential purposes.

         15. Tenants and their employees shall not make or commit any improper
noise in the building, or in any way interfere with or annoy other tenants or
those having business with them.

         16. All tenants must observe strict care, not to allow their windows to
remain open so as to admit rain or snow, or so as to interfere with the heating
of the building. The tenants neglecting this rule will be responsible for any
injury caused to the property of other tenants or to the property of the Lessor
by such carelessness. The Lessee, when closing offices for business, day or
evening, shall close all window and lock all doors.

         17. The Lessee agrees not to place any additional locks upon any doors
of the demised premises and not to permit any duplicate keys to be made
therefore; but to use only additional keys obtained from the Lessor, at the
expense of the Lessee, and to surrender to Lessor on the termination of the
lease all keys of the said premises.

         18. The Lessee shall give to the Lessor prompt written notice of any
accident or any defect in the water pipes, gas pipes, heating apparatus,
telephone or electric light, or other wires in any part of said building.

         19. No inflammable oils or other inflammable, dangerous or explosive
materials shall be kept or permitted to be kept in the demised premises.

         20. The caretaker will have charge of all radiators and will give all
information for the management of the same, and the Lessee shall give to the
Lessor prompt written notice of any accident to or defects in the water pipes or
heating apparatus.

         21. No vehicles shall be brought within the building or upon the
Lessor's property, including any lane or courtyard.

         22. Nothing shall be placed on the outside of windows or projections of
the demised premises. No air-conditioning equipment shall be placed at the
windows of the demised premises without the consent in writing of the Lessor.

         23. Spikes, hooks, nails, screws or knobs shall not be put into the
walls or woodwork.

         24. No freight, furniture or packages will be received in the building
or carried up or down in the elevator between the hours of 8 a.m. and 6 p.m.

         25. All glass, locks and trimmings in or upon the doors or windows of
the demised premises shall be kept whole and whenever any part thereof shall
become broken, the same shall be immediately replaced or repaired under the
direction and to the satisfaction of the Lessor, and such replacements and
repairs shall be paid for by the Lessee.

         26. No heavy equipment of any kind shall be moved within the building
without skids being placed under the same, and without the consent of the Lessor
in writing.


                                       23
<PAGE>

         27. Any alterations, additions, renewals or changes made in the
partition or divisions of the rooms or linoleum floors during the currency of
this lease shall, if made at the request of the Lessee, be done by the Lessor at
the expense, of the Lessees, and shall be subject to the approval in writing at
direction of the Lessor.

         28. The Lessor shall not be liable for any damage to any property at
any time on the demised premises, nor for the theft of any of the said property,
nor shall it be liable for an escape or leakage of smoke, gas, water, rain or
snow howsoever caused, nor for any accident to the property of the Lessee.

         29. Any person entering upon the roof of the building does so at his
own risk.

         30. The Lessee shall not enter into any contract with any person or
persons or corporations for the purpose of supplying towels, soap or sanitary
supplies etc., ice or spring water, unless the said person or persons or
corporation agree that the time and place of delivery of such articles and the
elevator service to be used in connection therewith shall be subject to such
rules and regulations as the Lessor may from time to time prescribe.

         31. Tenants, their agents and employees shall not take food into the
elevator or into public or rented portions of the building unless such food is
carried in covered receptacles approved by the Lessor in writing.

         32. The Lessor reserves the right to restrict the use of the demised
premises to the Lessee and/or its employees after 6 p.m.

         33. No tenant shall make a door-to-door canvas of the building for the
purpose of selling any products or services to the other tenants without the
written consent of the Lessor.

         34. No tenant shall be permitted to do cooking or to operate cooking
apparatus except in a portion of the building rented for the purpose.

         35. The Lessor shall have the right to make such other and further
reasonable rules and regulations and to alter, amend or cancel all rules and
regulations as in its judgment may from time to time be needed for the safety,
care and cleanliness of the building and for the preservation of good order
therein and the same shall be kept and observed by the tenants, their clerks and
servants. The Lessor may from time to time waive any of such rules and
regulations as applied to particular tenants and is not liable to the Lessee for
breaches thereof by other tenants.


                                       24