THIS LEASE dated the    8th    DAY OF OCTOBER, 1996
         IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT

BETWEEN:

          FERDI INVESTMENTS COMPANY LIMITED, a Corporation
         c/o The Cora Group Inc.
         Mezzanine Level
         40 Weber Street East
         Waterloo, Ontario
         N2H 6R3

         (hereinafter called the "Landlord")

                                                              OF THE FIRST PART
         - and -

         NAVTECH SYSTEMS SUPPORT INC.
         (hereinafter called the "Tenant")

                                                              OF THE SECOND PART


         WITNESSETH that in  consideration of the rents,  covenants,  conditions
and agreements  hereinafter reserved and contained,  the Landlord and the Tenant
covenant and agree as follows:

1.       For the purposes of this Lease:

(a) "ADDITIONAL RENT" means all amounts payable by the Tenant under the terms of
this Lease,  whether payable to the Landlord or otherwise,  over and above Basic
Rent,  and the  Landlord  shall have the same rights and  remedies  for recovery
thereof as it has in respect of Basic Rent reserved hereunder.

(b) "BASIC RENT" means those  amounts set out as Basic Rent in Section 4 of
this Lease. 

(c) "BUILDING" means the structure(s) and premises erected on the Lands of which
the  Premises  form  part,  in the City of  Waterloo,  municipally  known as 175
Columbia Street West, including (where applicable) all outside areas, landscaped
areas,  roadways  and  driveways,  cul-de-sacs,  tunnels and ramps,  outside and
covered parking areas, existing or to be constructed from time to time in, under
or upon  the  Lands,  and any  additions,  reductions,  deletions,  alterations,
substitutions and improvements made thereon or thereto from time to time.

(d) "LANDLORD'S ARCHITECT" means a qualified architect, engineer or Ontario Land
Surveyor from time to time chosen by the Landlord.

(e) "LANDS"  means those lands and premises  described in the legal  description
annexed hereto as Schedule "A" on which the Building is located.

(f) "LEASE" means this lease and any  amendments  and  alterations  from time to
time made to this lease in accordance with the provisions herein set out.

     (g) "NORMAL  BUSINESS  HOURS" means 8:30 a.m. to 6:00 p.m.  Monday  through
Friday (but excluding  Saturdays,  Sundays and  holidays),  as such hours may be
varied by the Landlord from time to time.

(h)  "OPERATING  COSTS" means the  aggregate  of all costs,  expenses or amounts
incurred,  whether  by the  Landlord  or others on  behalf of the  Landlord,  in
<PAGE>

connection with the complete maintenance,  operation,  insurance, management and
repair  of the  Lands  and the  Building  and  all  components  thereof  and all
improvements of the Landlord thereon or therein including,  without limiting the
foregoing and without  duplication:  the costs of all repairs  required for such
operation and maintenance;  all costs in respect of any heating, ventilating and
air conditioning and fuel, energy and other costs of providing heat, ventilating
and air conditioning; all capital expenditures made by the Landlord in an effort
to promote  energy  conservation  as set out in Section 8(x) of this Lease;  the
cost of operating and maintaining elevators and escalators (if any); the cost of
providing hot and cold water;  the cost of  electricity  including  lighting not
otherwise  charged to tenants;  the cost of snow,  ice and refuse  clearance and
removal;  landscape  maintenance and window cleaning;  the cost of all insurance
with  respect  to the  Building,  including  "all  risks"  (including  flood and
earthquake),  boiler and machinery,  liability and other  casualties and loss of
rental  income   insurance,   accounting   costs  incurred  in  connection  with
preparation  of  statements  and for  tenants;  the cost of  providing  security
services;  the cost of all rental  equipment  and building  supplies used by the
Landlord for all such operations and  maintenance or any other purpose;  amounts
paid on  service  contracts  with  respect  to the  Building;  the amount of all
salaries,  wages  and  benefits  paid to or on  behalf  of  persons  engaged  in
cleaning,  supervision,  maintenance,  operation,  management, and repair of the
Building;  any business  taxes which may be imposed on the Landlord by reason of
its operation of the Lands and Building or parts thereof,  but not including any
business  taxes for  Rentable  Area of the  Building;  any goods and services or
value-added  taxes,  charges or levied which may be imposed on or in  connection
with any of the costs  expenses  or amounts  set out in this  subparagraph;  and
management fees or charges of managing agents or Landlord's  reasonable  charges
in lieu thereof if the Landlord undertakes  management of the Lands or Building,
which fees or charges in any Year shall not exceed five percent (5%) of the Base
Rent payable for such Year.

Operating  Costs shall not include (i)  interest  on  Landlord's  debt,  capital
retirement  of debt,  amounts  directly  chargeable  to  capital  account,  (ii)
commissions paid to agents or brokers in connection with the leasing of premises
in the  Building,  (iii) the cost of any  structural  repairs and  replacements,
improvements,   additions  or  alterations   to  the  Building,   (iv)  Tenant's
improvements,  (v) taxes  where the  Landlord is  reimbursed,  such as goods and
services tax, and (vi) any costs or any future costs  associated  with complying
with government  regulations or any government laws including,  without limiting
the generality of the foregoing,  requiring  handicapped  accessibility  and for
adherence  to  environmental   standards  including  air  quality  requirements,
hazardous material or toxic substances.

(i) "PREMISES"  means those portions of the Building as shown outlined in red on
the floor plans annexed hereto as Schedule "B", and being further  designated as
containing  APPROXIMATELY  Eight Thousand  (8,000) square feet (subject to exact
measurement as provided in Section 2), as outlined in Schedule "B" including any
heating, ventilating,  air-conditioning and mechanical, sprinkler and electrical
equipment,  machinery and installations,  and water, gas, sewage,  telephone and
other  communications  facilities  and electric  power  services  and  utilities
comprised  therein for the  exclusive  use thereof,  but  excluding the roof of,
structural  sub-floor of and exterior walls and for greater certainty (excluding
doors, windows and interior services) of, such premises.

(j)  "PROPORTIONATE  SHARE"  means that  fraction  having as its  numerator  the
Rentable Area of the Premises,  and having its  denominator the Rentable Area of
the Building, subject to the following adjustments.  No deductions shall be made
for columns necessary to the Building.

(k) "RENTABLE AREA OF THE BUILDING" means the total of the Rentable Areas of all
premises  leased or set aside from time to time by the  Landlord  for leasing in
the Building  (including  the  Premises),  calculated in the same manner as that
stipulated in subparagraph 1(d); such areas being as certified from time to time
by the Landlord's Architect.

(l) "RENTABLE AREA OF THE PREMISES" means the area of the Premises  expressed in
square  feet or  square  meters  in a  certificate  prepared  by the  Landlord's
Architect,  which  certificate shall be conclusive and binding subject as herein
provided and shall be delivered  to the Tenant on or after the  commencement  of
the Term,  at which time any  adjustment  to the area that is  required  thereby
shall  be  made.  The  Rentable  Area of the  Premises  shall  be  measured  and
<PAGE>

determined in accordance  with the BOMA  standards and provided the following is
not inconsistent therewith:

i) In the case of Premises  occupying a whole floor,  the  Rentable  Area of the
Premises shall be computed by measuring to the inside finish of permanent  outer
building  walls, or from the glass line where at least 50% of the outer building
wall is glass,  but shall not include  stairs,  elevator  shafts,  stacks,  pipe
shafts  and  vertical  ducts  with  their  enclosing   walls.   Washrooms,   air
conditioning  rooms, fan rooms,  janitors' closets and electrical closets within
and  exclusively  primarily  serving  only that floor  shall be  included in the
Rentable  Area of the  Premises.  No  deductions  shall be made for  columns and
projections necessary to the Building.

ii) In the case of Premises  occupying part of a floor, the Rentable Area of the
Premises shall be computed by measuring to the inside finish of permanent  outer
building  walls,  or from the glassline where at least 50% of the outer building
wall  is  glass,  to  the  office  side  of  corridors  and/or  other  permanent
partitions,  and to the centre of  partitions  that  separate the Premises  from
adjoining  rentable areas. No deductions shall be made for columns  necessary to
the Building.

(m)  "RULES  AND  REGULATIONS"  means  those  rules and  regulations  set out in
Schedule "C" to this Lease,  and any  additional or other rules and  regulations
made from time to time in accordance with Article 8(f) of this Lease.

(n) "TAXES" means all taxes, rates,  duties,  levies and assessments  whatsoever
whether municipal,  parliamentary or otherwise, levied, charged or assessed upon
the Lands and Building,  or upon any part or parts thereof, and all improvements
now or hereafter erected or placed on the Lands, or charged against the Landlord
on account thereof,  including local  improvement  charges but excluding (i) 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
public  school taxes had been made,  (ii) any taxes such as  corporate,  income,
profit and excess profit taxes  assessed upon the income of the Landlord and tax
on the Landlord's  capital and (iii) any penalties or interest  charges  arising
from the Landlord failing to pay any such charges on their due date. In addition
to the  foregoing,  Taxes shall  include any and all taxes,  charges,  levies or
assessments  which may in the future be  levied,  charged  or  assessed  in lieu
thereof or in addition  thereto.  Provided  that the  Landlord  has a reasonable
expectation for believing that a reduction in such Taxes can be achieved,  taxes
shall also include all reasonable costs and expenses incurred by the Landlord in
obtaining  or  attempting  to obtain a  reduction  or prevent an increase in the
amount of such Taxes.

(o)  "TERM"  means  that Term set out in Article 3 of this Lease or as such term
may be altered,  extended or reduced in accordance  with the  provisions of this
Lease.

(p) "YEAR" means each calender year, the whole or part of which is included
within the Term.

2.       PREMISES

The Landlord  hereby  leases to the Tenant the Premises.  The exact  measurement
shall be determined by an  independent  third party in accordance  with the BOMA
standards for a multi-tenant floor. There shall be no gross up factor charged to
the Tenant at any time during the Term or any Renewals.

3.       TERM

(a) To have and to hold the  Premises  for and during the Term of Ten (10) Years
commencing  on the 1st day of  November,  1996  and  ending  on the  31st day of
October, 2006.

(b) Subject to the  provisions  of this Lease and  provided the Tenant is not at
any time in default of any covenants in this Lease, the Tenant shall be entitled
to renew this Lease for an  additional  term of Five (5) years from  November 1,
2006, on written notice to the Landlord given not less than six (6) months prior
<PAGE>

to the expiry of the preceding term, of its intention to negotiate a renewal.

(c)  Notwithstanding,  the Tenant shall have the right to renew the Lease for an
additional five (5) years under the same terms and conditions  contained in this
Lease, save and except for the Free Rent, Leasehold Improvement  Allowance,  and
Basic Rent which shall be at the current  market  rate,  but not  including  the
value of any improvements  that may have been made by the Tenant to the Premises
during  the  Term,  having  also  considered  the  value  of any new  additional
improvements  to be made in the event of the Tenant  exercising  this  Option to
Renew, for a similar building,  in a similar location.  Should the Tenant renew,
the Landlord  shall repaint and recarpet the entire  Premises at the  Landlord's
sole cost.

4.       BASIC RENT.

(a) Yielding and paying therefore yearly and every year during the Term unto the
Landlord as Basic Rent for the  Premises  without any  set-offs,  deductions  or
defalcations whatsoever,  the following amounts per square foot of Rentable Area
of the Premises on a per annum basis:

     November 1, 1996 - April 30, 1997   - Zero  ($0.00)
     May 1, 1997 - October 31, 1997      - Five Dollars and Fifty Cents ($5.50)
     November 1, 1997 - October 31, 1998 - Six Dollars and Fifty Cents ($6.50)
     November 1, 1998 - October 31, 1999 - Seven Dollars and Fifty Cents ($7.50)
     November 1, 1999 - October 31, 2000 - Eight Dollars and Fifty Cents ($8.50)
     November 1, 2000 - October 31, 2003 - Nine Dollars and Fifty Cents  ($9.50)
     November 1, 2003 - October 31, 2006 - Ten Dollars and Fifty Cents ($10.50)

                                                           
plus the Goods and  Services Tax of lawful money in Canada to be paid in advance
in equal monthly instalments on the first day of each and every month during the
Term to the  Landlord  at 40 Weber  Street  East,  Mezzanine  Level,  Kitchener,
Ontario  N2H  6R3,  or at such  other  place or  places  as the  Landlord  shall
designate from time to time in writing, the first of such payments to be made on
the first day of May,  1997  subject as  provided in Article  4(b).  If the Term
commences  on any other day than the first day of the month,  or ends on any day
other  than  the last day of a month,  Basic  Rent and  Additional  Rent for the
fractions  of a month at the  commencement  and at the end of the Term  shall be
adjusted pro rata on a per diem basis.

5.       TAXES

(a) The Tenant  covenants to pay the Tenant's  Proportionate  Share of Taxes for
each Year of the Term,  to the Landlord as  Additional  Rent within  thirty (30)
days  following  receipt by the  Tenant of written  notice of the amount of such
Tenant's  Proportionate Share of Taxes for such Year,  notwithstanding  that the
Year in question or the Term may have ended. If after initial  determination  by
the Landlord of the Tenant's Proportionate Share of Taxes for a Year there is an
increase  in  Taxes  with  respect  to  such  Year by  reason  of the  issue  of
supplemental  assessment  notices or Taxes or both,  or a variation in the basis
upon which the Taxes are calculated,  or for any other just reason, the Landlord
shall, as often as necessary,  recalculate the Tenant's  Proportionate  Share of
Taxes for that Year, and if the Tenant's  Proportionate  Share of Taxes for that
Year is greater  than  originally  calculated,  the Tenant  covenants to pay any
excess amount to the Landlord  (together with the original  calculated amount of
the Tenant's  Proportionate Share of Taxes for that Year if not already paid) as
Additional Rent in the manner aforesaid.

(b) If the Taxes shall be  increased by reason of any  installations  made in or
upon or any  alterations  made in or to the  Premises  by the  Tenant  or by the
Landlord on behalf of the Tenant, with the Tenant's prior written approval,  the
Tenant shall pay the amount of such  increase  forthwith  to the  Landlord  upon
receipt  of written  notice  thereof.  The  Tenant  shall also pay every tax and
license fee in respect of any business  carried on upon the Premises.  Whenever,
by reason of the act,  election,  or religion of the Tenant,  or any  subtenant,
<PAGE>

licensee or occupant of the  Premises,  or any part  thereof,  the  Premises are
assessed for the support of separate schools, the Tenant covenants to pay to the
Landlord,  as Additional  Rent,  the amount by which the Taxes so payable by the
Tenant  exceed  those which  would have been  payable if the  Premises  had been
assessed for the support of public schools.

(c) The  Landlord  shall be entitled  at any time or times in any Year,  upon at
least thirty (30) days' written  notice to the Tenant,  to require the Tenant to
pay to the  Landlord  monthly,  on the dates for  payment of monthly  Basic Rent
instalments,  as Additional Rent, an amount equal to one-twelfth (1/12th) of the
amount estimated by the Landlord to be the amount of the Tenant's  Proportionate
Share of Taxes for such Year. The Landlord shall be entitled  subsequently  from
time to time during such Year,  upon at least thirty (30) days written notice to
the Tenant,  to revise its estimate of the amount of the Tenant's  Proportionate
Share of Taxes and the said monthly  instalments  shall be revised  accordingly.
All  amounts  received  under  this  provision  in any  Year on  account  of the
estimated amount of the Tenant's  Proportionate  Share of Taxes shall be applied
in reduction of the actual amount of the Tenant's  Proportionate  Share of Taxes
for such Year. If the amount received is less than the actual amount of Tenant's
Proportionate  Share of Taxes for such Year, the Tenant shall pay any deficiency
to the Landlord as Additional Rent within thirty (30) days following  receipt by
the Tenant of written  notice of the  amount of such  deficiency.  If the amount
received is greater than the actual  amount of Tenant's  Proportionate  Share of
Taxes for such Year,  the Landlord  shall either refund the excess to the Tenant
as soon as possible  after the end of the Year in respect of which such payments
were made or at the  Landlord's  option  shall  apply such  excess  against  any
amounts owing or becoming due to the Landlord by the Tenant.

(d) If the Term of this Lease  commences or ends on any day other than the first
or last day,  respectively,  of a Year,  the Tenant shall be liable only for the
portion  of the  Tenant's  Proportionate  Share of Taxes  for such Year as falls
within the Term, determined on a per diem basis.

(e) The taxes and all other  payments  referred  to in Article  5(b) above to be
paid directly by the Tenant will be paid and discharged by the Tenant as soon as
they become due and payable,  and the Tenant will,  upon the written  request of
the Landlord,  promptly deliver to the Landlord receipts evidencing such payment
where applicable.

(f) The  Tenant  shall,  as  Additional  Rent,  pay to the  Landlord,  or as the
Landlord directs,  all rental,  goods and services or value-added taxes, charges
or levies imposed by governmental authorities on or in connection with the Basic
Rent and Additional Rent payable hereunder.

6.       OPERATING COSTS

(a) The Tenant  covenants to pay the Tenant's  Proportionate  Share of Operating
Costs for the Year,  if any,  during each Year of the Term,  to the  Landlord as
Additional  Rent  within  thirty  (30) days  following  receipt by the Tenant of
written notice of the amount of such Tenant's  Proportionate  Share of Operating
Costs for such Year,  notwithstanding  that the Year in question or the Term may
have  ended.  Any  amounts  payable  pursuant  to this  subsection  (a) shall be
determined  and  certified  to be  true  by a  senior  officer  of the  Landlord
following  the end of the Year for which such amounts are payable.  If only part
of a Year is included  within the Term,  such amount  payable shall be pro-rated
accordingly and, during the last year of the Term, shall be paid on the last day
of  the  Term.  Any  balance   remaining   unpaid  or  any  excess  paid  shall,
notwithstanding  such  termination,  be adjusted between the Landlord and Tenant
within a reasonable period thereafter.

(b) The Landlord shall be entitled at any time in any Year, upon at least thirty
(30) days  written  notice to the  Tenant,  to require  the Tenant to pay to the
Landlord monthly, on the date for payment of monthly Basic Rent instalments,  as
Additional Rent, an amount equal to one-twelfth (1/12th) of the amount estimated
by the  Landlord  to be  the  amount  of the  Tenant's  Proportionate  Share  of
Operating Costs for such Year. The Landlord shall be entitled  subsequently from
time to time during such Year upon at least thirty (30) days  written  notice to
the Tenant to revise its  estimate of the amount of the  Tenant's  Proportionate
Share of  Operating  Costs and the said  monthly  instalments  shall be  revised
accordingly. All amounts received under this provision in any Year on account of
<PAGE>

the  estimated  amount of the Tenant's  Proportionate  Share of Operating  Costs
shall be applied in reduction of the actual amount of the Tenant's Proportionate
Share of Operating  Costs for such Year. If the amount received is less than the
actual Tenant's Proportionate Share of Operating Costs for such Year, the Tenant
shall pay such  deficiency to the Landlord as Additional Rent within thirty (30)
days  following  receipt by the  Tenant of written  notice of the amount of such
deficiency.  If  the  amount  received  is  greater  than  the  actual  Tenant's
Proportionate  Share of Operating  Costs,  the Landlord  shall either refund the
excess to the Tenant as soon as possible after the end of the Year in respect of
which such  payments  were made or at the  Landlord's  option  shall  apply such
excess against any amounts owing or becoming due to the Landlord by the Tenant.

(c) Every  item  referred  to in the Lease as  Additional  Rent,  except for the
realty  taxes and  utilities  shall be capped at an annual  increase of not more
than five (5%) percent for the applicable  year, for the first five (5) years of
the Term of the  Lease.  Said  Additional  Rent  estimated  at $8.20  for  1996.
Landlord  shall provide  annual  financial  statements as prepared in accordance
with generally accepted accounting  principles verifying the Additional Rent and
certified to be true by a senior officer of the Landlord.  The Tenant shall have
the  right to  examine  the  expense  claims  of the  Landlord  that  constitute
Additional  Rent.  The Tenant  shall have the right to  request  audited  annual
statements at a reasonable cost to the Tenants.

7.       RECOVERY OF ADJUSTMENTS

The Landlord (in  addition to any other right or remedy of the  Landlord)  shall
have the same  rights and  remedies in the event of the default by the Tenant in
payment of any amounts  payable  pursuant  to  Articles 5 and 6 as the  Landlord
would have in the case of default in payment of rent.

8.       TENANT'S COVENANTS

The Tenant covenants with the Landlord:

(A)      PAY RENT

To pay  rent,  the  Tenant's  Proportionate  Share  of  Taxes  and the  Tenant's
Proportionate  Share of  Operating  Costs and all other  amounts  payable by the
Tenant to the Landlord under this Lease as Additional Rent;

(B)      UTILITY CHARGES

To pay all  charges for  telephone,  electric  current  and all other  utilities
separately  billed for the Premises and supplied to or used in  connection  with
the  Premises,  and the cost,  of any  replacement  of  electric  bulbs,  tubes,
starters  and  ballasts in the  Premises.  If there are no  separate  meters for
measuring  the  consumption  of such  utilities,  the  Tenant  shall  pay to the
Landlord,  in advance by monthly  instalments as Additional Rent, such amount as
may be  reasonably  estimated by the  Landlord  from time to time as the cost of
such utilities for the Premises.  The Tenant shall advise the Landlord forthwith
from time to time of any installations,  appliances or business machines used by
the Tenant  consuming or likely to consume large amounts of electricity or other
utilities and further on request shall promptly provide the Landlord with a list
of all installations, appliances and business machines used in the Premises, and
the Landlord  shall have the right to install a separate meter at the Landlord's
expense, provided that, in such event, the Landlord shall have the right to bill
the Tenant,  as additional  rent, the monthly amount based upon the amortization
of the cost of the separate  meter based upon a straight line  amortization  for
the period being the reasonably expected life of the meter.

(C)      MAINTAIN & REPAIR

To repair and maintain the Premises and every part thereof as a result of damage
caused by the  Tenant,  reasonable  wear and tear  excepted,  unless the same is
covered by insurance  maintained by the Landlord,  in a clean,  presentable  and
<PAGE>

sanitary condition and that the Landlord may enter and view the state of repair;
and that the  Tenant  will  repair  in  accordance  with  notice in  writing  as
aforesaid;  and that the  Tenant  will  leave  the  Premises  in good  repair as
aforesaid;  provided that if the Tenant  neglects to so maintain or to make such
repairs promptly after reasonable  notice,  the Landlord may, at its option,  do
such  maintenance or make such repairs 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 in doing such  maintenance  and making such repairs;  provided  further
that the doing of such  maintenance or the making of any repairs by the Landlord
shall not relieve the Tenant from the obligation to repair;

(D)      REPAIR WHERE TENANT AT FAULT

If the Lands or Building, including the Premises; or any part thereof, including
the elevators, boilers, engines, pipes and other apparatus (or any of them) used
for the purposes of heating,  ventilating  or air  conditioning  the Building or
operating  the  elevators,  or if the  water  pipes,  drainage  pipes,  electric
lighting  or other  equipment  of the Lands and  Building,  or the  landscaping,
trees, shrubs and flowers, or the roof or outside walls of the Building, get out
of repair or become  damaged or  destroyed  through the wilful act,  negligence,
carelessness or misuse of the Tenant, its servants, agents, employees, or anyone
permitted  by the Tenant to be on the Lands or  Building  or through it or them,
the expense of the necessary repairs, replacements or alterations shall be borne
by the Tenant who shall pay the same to the Landlord forthwith upon demand;

(E)      ASSIGNING OR SUBLETTING

Not to  assign or  mortgage  or  encumber  this  Lease or  sublet or  franchise,
license, grant concessions in, or otherwise part with or share possession of the
Premises,  or any  part  thereof,  without  the  prior  written  consent  of the
Landlord;  at the time the Tenant requests such consent the Tenant shall deliver
to the Landlord such information in writing (the "required  information") as the
Landlord  may  reasonably  require,  including a copy of the  proposed  offer or
agreement,  if any,  to assign or sublet or  otherwise,  and the name,  address,
nature of business  and  evidence as to the  financial  strength of the proposed
assignee  or   subtenant;   upon  receipt  of  such  request  and  all  required
information, the Landlord shall respond within five (5) days after such receipt.
The Landlord's consent shall not be unreasonably withheld.

In no event  shall  any  assignment  or  subletting  to which the  Landlord  has
consented  release  the Tenant  from its  obligations  fully to perform  all the
terms,  conditions  and covenants 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.  The Landlord's  consent may be conditional upon the subtenant
or assignee  entering into a covenant with the Landlord in form  satisfactory to
the Landlord to observe and perform all tenant's covenants in the Lease.

The Tenant shall not advertise or allow the Premises or a portion  thereof to be
advertised as being available for assignment,  sublease or otherwise without the
prior  written  approval  of the  Landlord  to the  form  and  content  of  such
advertisement,  which approval shall not be unreasonably withheld, provided that
no such advertising shall contain any reference to the rental or the rental rate
of the Premises.

The  following  conditions  apply  to  transfers  and to  consents  given by the
Landlord:

[1] the  Landlord's  consent is not a waiver of the  requirement  for consent to
subsequent  transfers;  [2] the  Transferor  will remain liable for the Tenant's
obligations  and  indemnify  the Landlord  against the  Transferee's  failure to
perform the Tenant's  obligations  after the Transfer;  [3] the Transferee  will
execute an  agreement  directly  with the  Landlord  agreeing to be bound by the
Standard  Lease  as  Tenant  (and  the  Tenant  will  pay all of the  Landlord's
reasonable  costs in connection  with all  documentation);  [4] the Landlord may
apply amounts collected from the Transferee to any unpaid rent; and [5] once the
Landlord's  consent is given,  the Transfer  must take place within  thirty (30)
days or the consent will expire and the Transfer may not take place.
<PAGE>

Notwithstanding  the  foregoing,  the  Tenant  shall have the right to assign or
sublease  any  portion,  or the entire  Premises to any party  resulting  from a
merger or  consolidation  or to any  subsidiary or affiliate,  consent not to be
unreasonably  withheld,  of the Tenant without the consent of the Landlord.  The
Tenant shall have the right to  otherwise  assign or sublease any portion of the
Premises  to any party  with the prior  written  consent of the  Landlord,  such
consent not to be unreasonably withheld. The Tenant shall notify the Landlord of
such  Assignment or Sublease.  No  Assignment  or  Subleasing  shall relieve the
Tenant of its obligations under the Lease.

(f)      Rules and Regulations

That the Tenant and its  employees  and all persons  visiting or doing  business
with them on the  Premises  shall be bound by and shall  observe and perform the
Rules and Regulations 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, as shown on Schedule "C";

(G)      USE OF PREMISES

Not to use the Premises nor allow the Premises to be used for any purpose  other
than an office;  and that if the costs of  insurance  on the  Building  shall be
increased  by reason of the use made of the  Premises  or by reason of  anything
done or omitted or permitted by the Tenant or by anyone  permitted by the Tenant
to be upon the  Premises,  the  Tenant  shall pay to the  Landlord  on demand as
Additional  Rent the amount of such increase;  and if any insurance  policy upon
the  Building  shall  be  cancelled  by the  insurer  by  reason  of the  use or
occupation  of the Premises or any part thereof by the Tenant or any assignee or
subtenant  of the  Tenant or by anyone  permitted  by the  Tenant to be upon the
Premises,  in addition to any other rights the  Landlord may have,  the Landlord
may at its option  terminate this Lease forthwith by giving to the Tenant notice
in writing in accordance with Article 34 of its intention to do so and thereupon
the Tenant  shall  immediately  deliver up  possession  of the  Premises  to the
Landlord who may re-enter and take possession of same;  notwithstanding any such
termination,  the Landlord may subsequently  recover from the Tenant damages for
loss  of  rent  suffered  by  reason  of  this  Lease  having  been  prematurely
determined.

(H)      OBSERVANCE OF LAW

In its use and occupation of the Premises,  to comply  promptly with and conform
to the  requirements of all applicable  statutes,  laws,  by-laws,  regulations,
requirements,  ordinances  and orders of any  federal,  provincial  or municipal
government and any applicable department,  commission, board or officer thereof,
from time to time or any time in force affecting any change of use or occupation
of the Premises by the Tenant and with every  applicable  regulation,  order and
requirement  of the Canadian Fire  Underwriter's  Association or any body having
similar  functions or of any  liability or fire  insurance  company by which the
Landlord  and the Tenant or either of them may be insured at any time during the
Term.  In any event of default of the Tenant,  the Landlord  may upon  providing
written  notice  to the  Tenant  itself  comply  with  any such  requirement  as
aforesaid and (the Tenant will forthwith) pay all reasonable  costs and expenses
incurred by the Landlord in this regard as Additional Rent.

(I)      WASTE AND NUISANCE

Not to do or suffer any waste,  damage,  disfiguration or injury to the Premises
or the fixtures and equipment thereof or permit or suffer any overloading of the
floors thereof; and not to use or permit to be used any part of the Premises for
any  dangerous,  noxious  or  offensive  trade or  business  and not to cause or
maintain any nuisance in, at or on the Premises or cause any annoyance, nuisance
or  disturbance  to the  occupiers  or  owners  of any  adjoining  lands  and/or
premises.


<PAGE>


(J)      ENTRY BY LANDLORD

To permit the  Landlord and its servants or agents to enter upon the Premises at
any time  and from  time to time  upon  reasonable  notice  for the  purpose  of
inspecting and making repairs, alterations or improvements to the Premises or to
the Lands or Building,  and the Tenant shall not be entitled to any compensation
for any inconvenience, nuisance or discomfort occasioned thereby;

If the Tenant or its representative  shall not be personally present to open and
permit  an entry  into the  Premises  at any time  when for any  reason an entry
therein shall be necessary or permissible  under this Lease, the Landlord or the
Landlord's  agent may enter the same, or in an emergency may forcibly  enter the
same, without rendering the Landlord or such agent liable therefore, and without
in any manner  affecting the covenants,  obligations and agreement of the Tenant
under the Lease.

(K)      INDEMNITY

To  promptly  indemnify  and  save  harmless  the  Landlord  from  any  and  all
liabilities,  fines, damages,  costs, claims,  demands,  suits or actions of any
nature or kind  arising out of any breach,  violation or  non-observance  by the
Tenant of any of its covenants  and  obligations  under this Lease;  in case the
Landlord  shall,  without fault on its part,  be made a party to any  litigation
commenced by or against the Tenant,  then the Tenant shall  protect and hold the
Landlord  harmless and shall pay all costs,  expenses and reasonable  legal fees
incurred or paid by the Landlord in connection  with such  litigation;  and this
indemnity  shall  survive the expiry or earlier  termination  of this Lease,  in
respect of any of the foregoing circumstances arising during the Term.

(L)      EXHIBITING PREMISES

To permit the  Landlord  or its agents to exhibit the  Premises  to  prospective
tenants during the last six (6) months of the Term or any renewal thereof during
normal  business  hours and upon  reasonable  notice.  The  Landlord at any time
during the Tenant's usual business hours and upon reasonable  notice may exhibit
the Premises to prospective  purchasers or mortgagees provided that it shall not
unreasonably interfere with the Tenant's business.

(M)      ALTERATIONS

That the Tenant will not,  without the prior  written  consent of the  Landlord,
which shall not be unreasonably  withheld or delayed, make or erect in or to the
Premises  any  installations,  alterations,  additions,  partitions,  repairs or
improvements,  or do anything  which might  affect the proper  operation  of the
electrical,  lighting, heating,  ventilating, air conditioning,  sprinkler, fire
protection or other systems;  the Tenant's  request for such consent shall be in
writing and accompanied by an adequate description of the contemplated work and,
where appropriate,  working drawings and specifications therefor; the Landlord's
costs of having its  architects,  engineers or others  examine such drawings and
specifications  shall be payable by the Tenant upon demand as  Additional  Rent;
the Landlord  may require  that any or all work to be done  hereunder be done by
contractors or workmen engaged by the Tenant but first approved by the Landlord,
provided  that the  Landlord  may require  that the  Landlord's  contractors  or
workmen do any work which will or might  reasonably  be  expected  to affect the
structural  or  architectural  integrity of the  Building,  or affect the proper
operation of the electrical,  lighting, heating,  ventilating, air conditioning,
sprinkler,  fire protection or other systems of the Building, and all work shall
be subject to inspection by and the  reasonable  supervision of the Landlord and
shall be performed in  accordance  with all laws and any  reasonable  conditions
(including,  where the  Landlord's  supervision is required due to the nature of
the work,  reasonable  out-of-pocket  expenses of the Landlord to be paid by the
Tenant) or  regulations  imposed by the  Landlord  and  completed  in a good and
workmanlike  manner  and  with  reasonable  diligence  in  accordance  with  the
<PAGE>

approvals given by the Landlord;  any connections of apparatus to the electrical
system,  plumbing lines,  or heating,  ventilating or air  conditioning  systems
shall be deemed to be an alteration  within the meaning of this  paragraph;  the
Tenant shall, at its own cost and before  commencement  of any work,  obtain all
necessary  building or other permits and keep same in force and the Tenant shall
promptly pay all charges incurred by it for any work,  materials or services and
shall  forthwith  discharge  any liens;  if the Tenant fails to so discharge any
liens, the Landlord may (but shall be under no obligation to) pay into court the
amount required,  or otherwise obtain a discharge of the lien in the name of the
Tenant and any amount so paid  together  with all costs  incurred  in respect of
such  discharge  shall be payable by the Tenant to the Landlord  forthwith  upon
demand plus  interest on all such amounts at the rate  hereafter set out in this
Lease; the Tenant shall not create any mortgage,  conditional sale agreement, or
other encumbrance in respect of its leasehold improvements or trade fixtures nor
shall  the  Tenant  lease the same from any third  party,  nor  permit  any such
encumbrance to attach to the Premises or to the Lands or Building.

Notwithstanding  the foregoing,  upon  termination of the Lease, the Tenant will
not be  responsible  to remove the  alterations  as  permitted  pursuant to this
Section 8(m), however, the Tenant shall leave the Premises in a clean condition,
normal wear and tear  accepted,  and shall repair any material  damage caused by
the removal of its trade fixtures.

(N)      INTERIOR WALLS

That the  Tenant  will not  deface  or mark any part of the  Premises,  Lands or
Building  and will not permit  any hole to be drilled or made or nails,  screws,
hooks or spikes to be driven  into  stone or brick work of the  Building  or any
appurtenances  thereof  without the prior written  consent of the Landlord.  The
Tenant  shall not  require  the  consent of the  Landlord  to drill holes or use
nails,  hooks or other devices to hang  pictures,  bookshelves  and other things
normally  found in office  premises  all without  the  consent of the  Landlord.
Further,  upon  termination of the Lease, the Tenant shall not be responsible to
repair any reasonable damage arising from such drilling, nails, screws, hooks or
other hanging devices.

(O)      SIGNS

That the Tenant will not paint, place, affix,  inscribe or display on any of the
windows of the  Premises or the Building or on any part of the outside or inside
thereof, any sign, picture, direction, lettering, advertisement or notice, other
than as specifically set forth in this Lease,  without the prior written consent
of the Landlord,  such consent not to be unreasonably  withheld or delayed;  and
the  Landlord  shall have the right to  prescribe  the size,  material,  colour,
method of  attachment,  pattern  and  location of  identification  signs for the
Tenant; on the Tenant ceasing to be a tenant of the Premises,  the Landlord will
cause any sign to be removed or  obliterated  at the  Tenant's  expense  and any
damage occasioned to the Premises shall be repaired at the Tenant's expense; the
Tenant  shall be  entitled  to have one name shown upon the  directory  board or
boards of the Building and any  additional  name or subsequent  changes shall be
paid for by the Tenant, but the Landlord shall in its sole discretion design the
style of such  identification  and allocate the space on the directory  board or
boards therefore.

Notwithstanding,  the Tenant has the right to install exterior Building signage,
at its expense  during the Term or any  Renewals,  subject to Landlord  approval
which shall not be  unreasonably  or  arbitrarily  withheld.  The Landlord shall
install Building standard Tenant identification in the main lobby directory, and
suite entry door,  all signage to be installed at the beginning of the Term will
be at the Landlord's expense.

(P)      NAME OF BUILDING

Not to refer to the Lands and Building by any name or names other than such name
or names as may be designated from time to time by the Landlord, nor to use such
name or names for any  purpose  other than that of the  business  address of the
Tenant;

(Q)      GLASS

The Landlord shall replace and the Tenant shall pay to the Landlord on demand as
Additional  Rent the cost of  replacement  with as good  quality any glass on or
within or in the walls or doors (exterior or interior)  abutting or forming part
<PAGE>

of the Premises, which is broken during the Term or any renewals thereof, unless
such breakage is solely the result of the  negligence of the Landlord and is not
the result of matters required to be insured against by the Tenant hereunder;

(R)      CERTIFICATES

The Tenant will at any time and from time to time,  at no cost to the  Landlord,
within  fifteen  (15) days' of request  therefor  by the  Landlord,  execute and
deliver to the  Landlord,  in a form to be provided by the  Landlord,  that this
Lease is  unmodified  and in full force and effect (or if modified,  stating the
modifications  and that the Lease is in full force and effect as modified),  the
amount of the annual  rental then being paid  hereunder,  the dates to which the
same, by instalment or otherwise,  and other charges  hereunder  have been paid,
whether  or not there is any  existing  default on the part of the  Landlord  of
which the Tenant has notice, and any other information reasonably required;

(S)      EVIDENCE OF PAYMENTS

To  produce to the  Landlord  upon  request,  satisfactory  evidence  of the due
payment by the Tenant of all  payments  required to be made by the Tenant  under
this Lease;

(T)      NOTICE OF ACCIDENTS

To notify the  Landlord  promptly and in writing of any accident or damage to or
defect in the Premises,  the Lands, the Building,  or any part thereof including
the heating,  ventilating,  and air conditioning apparatus, water and gas pipes,
telephone lines, electrical apparatus or other building services;

(U)      TENANT INSURANCE

At its expense to maintain in force during the Term and any renewals thereof:

i) comprehensive general liability insurance against claims for personal injury,
death or property damage arising out of all operations of the Tenant  (including
Tenant's legal liability,  personal  liability,  property damage and contractual
liability to cover all indemnities and repair  obligations)  with respect to the
business  carried  on in and from the  Premises,  in an  amount  of Two  Million
Dollars ($2,000,000) per occurrence;

ii) all risks direct damage insurance covering all chattels and fixtures and all
leasehold  improvements,  installations,  additions and  partitions  made by the
Tenant or by the  Landlord at the  Tenant's  expense,  in an amount equal to the
full replacement value thereof; and,

iii) such other forms of  insurance  as may be  reasonably  required by the
Landlord and any mortgagee from time to time;

All such insurance  shall be with insurers and upon such terms and conditions as
the Landlord reasonably approves,  and copies of all policies or certificates of
insurance  shall be delivered to the Landlord prior to the  commencement  of the
Term and thereafter not less than fifteen (15) days prior to the expiration date
of any policy;  all such policies  shall include the Landlord and any mortgagees
as named  insured  as their  interests  may  appear,  and shall  contain,  where
applicable,   a  waiver  of   subrogation  in  favour  of  the  Landlord  and  a
cross-liability  clause  protecting  the  Landlord  in  respect of claims by the
Tenant as if the Landlord were separately insured;  all such policies shall also
contain a provision  requiring the insurer to give the Landlord thirty (30) days
prior  written  notice  of any  material  change,  cancellation  or  termination
thereof;  if the Tenant fails to take out and maintain in force such  insurance,
the  Landlord  may do so and  pay the  premiums  and the  Tenant  shall  pay the
Landlord the amount of such premiums forthwith upon demand; if both the Landlord
and the Tenant  have  claims to be  indemnified  under any such  insurance,  the
indemnity  shall be applied first to the settlement of the Landlord's  claim and
the balance, if any, to the settlement of the Tenant's claim.
<PAGE>

(V)      SURRENDER ON TERMINATION

At the expiration or sooner termination of the Term, to deliver up possession of
the Premises to the Landlord,  together with all fixtures or improvements  which
the Tenant is required or  permitted  to leave  therein or thereon,  free of all
rubbish and in a clean and tidy  condition,  and to deliver to the  Landlord all
keys and security  devices.  For greater  certainty,  notwithstanding  any other
provision of this Lease,  the Tenant shall have the right to remove all fixtures
of the Tenant.

If at the end of the Term,  the Tenant vacates the Premises and leaves any goods
or  fixtures  or any of  its  property  whatsoever  on or in the  Premises,  the
Landlord  shall  have no  obligation  to account  for such  goods,  fixtures  or
property and may sell or destroy the same or have them removed  and/or stored at
the expense of the Tenant or dispose of the same in any other manner  whatsoever
as may be determined by the Landlord in its sole discretion.

(W)      FIRE AND SAFETY

The Tenant  acknowledges that it may be or become desirable or necessary for the
Landlord to organize and  co-ordinate  arrangements  within the Building for the
safety of all tenants and occupants in the event of fire or similar  event,  and
the Tenant,  its employees,  servants,  agents and invitees shall co-operate and
participate in any fire drills,  evacuation  drills and similar exercises as may
be arranged or organized by the Landlord  from time to time,  and,  save for any
negligence or wilful misconduct by the Landlord or its employees, subcontractors
or agents,  to hold the Landlord  harmless  from any personal or material  loss,
damage or injury arising therefrom incurred by the Tenant.

(X)      ENERGY CONSERVATION

To  co-operate  with the  Landlord  in  conserving  energy  of all  types in the
Building,  including  complying  at the  Tenant's  own cost with all  reasonable
requests and demands of the Landlord made with the view to energy  conservation;
provided  that the Landlord  demonstrates  a reasonable  expectation  to achieve
energy conservation, any reasonable capital expenditures made by the Landlord in
an effort to promote energy  conservation  shall be added to Operating  Costs in
each Year to the extent of the amortized costs therefor for each such Year based
upon life expectancy of the capital equipment.

(Y)      NET LEASE

The Tenant  acknowledges  that it is  intended  and agrees  that this Lease is a
completely  carefree  net lease for the  Landlord  and that the  Landlord is not
responsible  during the Term or any  renewal  thereof  for any  costs,  charges,
expenses or outlays of any nature  relating  to the  Premises,  or the  contents
thereof,  except as  specifically  set forth in this Lease,  and that the Tenant
will pay all  charges,  taxes,  impositions,  costs and  expenses  of every kind
relative to the Premises and the Tenant covenants with the Landlord accordingly.

(Z)      TAXES

i) The Tenant is responsible for all Business Taxes in respect thereof,  to
pay or cause to be paid, and the payment of which are not the  responsibility of
the Landlord's under this Lease.

ii) The Tenant is liable to pay unto the Landlord a Goods and Service Tax or any
other such tax levied or imposed upon commercial rental payments, whether levied
or imposed by any level of  government,  whether it be municipal,  provincial or
federal.

9.       QUIET ENJOYMENT

 The Landlord covenants with the Tenant for quiet enjoyment.
<PAGE>


10.      LANDLORD'S COVENANTS

The Landlord further covenants with the Tenant as follows:

(A)      HEATING AND AIR CONDITIONING

Subject to any payment referred to in Article 6 above required to be made by the
Tenant in respect thereof, to provide heating of the Premises and to operate the
air conditioning and ventilating equipment to an extent sufficient to maintain a
reasonable  temperature  therein  during the Term and any Renewals on a 24 hours
per day, 7 days a week basis,  without  exception,  except  during the making of
repairs;  but should the Landlord default in so doing, the Landlord shall not be
liable for indirect or consequential damages of any kind or damages for personal
discomfort  or  illness  by reason of the  operation  or  non-operation  of such
equipment or otherwise;

The Tenant will not be responsible to pay any additional charges to the Landlord
for this  service  over and above  Additional  Rent as  outlined  in Section (h)
Operating Costs, of the Lease.

(B)      TAXES

Subject to any payment referred to in Article 5 above required to be made by the
Tenant in respect  thereof,  to pay or cause to be paid  Taxes,  the  payment of
which are not the responsibility of the Tenant under this Lease;

(C)      ELEVATOR

To furnish,  except when  repairs are being  made,  passenger  elevator  service
during  Normal  Business  Hours and  limited  elevator  service at other  times;
operatorless  and automatic  elevator  service if made available shall be deemed
elevator service; and to permit the Tenant and its employees to have free use of
such elevator service in common with others;

(D)      ACCESS

To permit  the Tenant  and its  employees  and all  persons  lawfully  requiring
communication with them, in common with others entitled thereto, to have the use
at all times of the  entrances,  stairways,  corridors and halls in the Building
required for access to the Premises.

(E)      WASHROOMS

To permit the Tenant and its employees in common with others entitled thereto to
use the washrooms in the Building which may be designated for the Premises;

(F)      CLEANING AND JANITOR SERVICES

To cause the  Premises to be cleaned and to maintain  and clean the public areas
in accordance  with a first class office  building  standard.  Such work will be
performed at the Landlord's  direction  without  interference from the Tenant or
its  employees;  the Tenant will permit window  cleaning to be performed  during
Normal Business Hours; and

(g)      LANDLORD'S INSURANCE

During the term the Landlord shall maintain liability insurance,  fire insurance
with  extended  coverage,  boiler  and  pressure  vessel  insurance,  and  other
insurance  on the  Building and all property and interest of the Landlord in the
Building,  with  coverage  in amounts not less than those which are from time to
time acceptable to a prudent owner in the area in which the Building is located.
Policies  for such  insurance  shall  waive,  to the extent  available  from the
<PAGE>

Landlord's  carrier(s),  without  additional  charge,  any right of  subrogation
against the Tenant.


(h)      INDEMNIFICATION OF TENANT

To properly indemnify and save harmless the Tenant from any and all liabilities,
fines, damages,  costs, claims, demands, suits, or actions or any nature or kind
arising out of any breach, violation or non-observance by the Landlord of any of
its  covenants  and  obligations  under this  Lease;  in case the Tenant  shall,
without  fault  on its  part,  be made a party  to any  litigation  against  the
Landlord, then the Landlord shall protect and hold the Tenant harmless and shall
pay all costs, expenses and reasonable legal fees incurred or paid by the Tenant
in  connection  with such  litigation;  and this  indemnity  shall  survive  the
expiration  or  earlier  termination  of this  Lease  in  respect  of any of the
foregoing circumstances arising during the Term.

11.      FIXTURES

Provided that the Tenant may remove its fixtures and chattels if and only if all
rent and other  charges due or to become due are fully paid;  provided  further,
however, that all leasehold improvements,  installations,  additions, partitions
and  fixtures  (other than trade or tenants'  fixtures in or upon the  Premises,
which  term  shall  in  no  case  include  any  heating,   ventilating  and  air
conditioning  equipment or other building services or carpeting)  whether placed
there by the Tenant or the Landlord,  shall be the Landlord's  property upon the
termination of this Lease without compensation therefore to the Tenant and shall
not be removed  from the  Premises at any time either  during or after the Term.
Notwithstanding  anything  herein  contained,  the  Landlord  shall  be under no
obligation  to  replace,   repair  or  maintain  such  leasehold   improvements,
installations,  additions,  partitions  and fixtures and the Landlord shall have
the right upon the  termination  of this Lease by effluxion of time or otherwise
or within thirty (30) days thereafter to require the Tenant to remove any or all
of its  fixtures  and to make good any  damage  caused to the  Premises  by such
installation or removal.

12.      DAMAGE OR DESTRUCTION

(a) If the  Premises or any portion  thereof are damaged or destroyed by fire or
by another  casualty,  rent shall  abate  from the date of such  destruction  in
proportion to the area of that portion of the Premises  which, in the reasonable
opinion of the  Landlord,  is thereby  rendered  unfit for the  purposes  of the
Tenant until the Premises are repaired and rebuilt and the Landlord  agrees that
it  will  with  reasonable  diligence  repair  and  rebuild  the  Premises.  The
Landlord's  obligation to rebuild and restore the Premises shall not include the
obligation  to  rebuild,  restore,  replace  or  repair  any  chattel,  fixture,
leasehold improvement,  installation,  addition or partition in respect of which
the Tenant is to maintain  insurance under Article 8(u), or any other thing that
is the  property of the Tenant (in this  clause  collectively  called  "Tenant's
Improvements");  the Premises  shall be deemed  restored and rebuilt and fit for
the Tenant's  purposes when the  Landlord's  Architect  certifies that they have
been  substantially  restored  and rebuilt to the point  where the Tenant  could
occupy them for the purpose of rebuilding, restoring, replacing or repairing the
Tenant's  Improvements;  the issuance of the  certificate  shall not relieve the
Landlord of its  obligation  to  complete  the  rebuilding  and  restoration  as
aforesaid,  but the Tenant shall  forthwith  after  issuance of the  certificate
proceed to rebuild,  restore, replace and repair the Tenant's Improvements,  and
the provisions of Article 8(m) shall apply to such work, mutatis mutandis.

(b)  Notwithstanding  Article 12(a),  if the Premises or any portion thereof are
damaged  or  destroyed  by any cause  whatsoever  and  cannot in the  reasonable
opinion of the Landlord be rebuilt or made fit for the purposes of the Tenant as
aforesaid  within ninety (90) days of the damage or destruction,  instead of the
Landlord  rebuilding or making the Premises fit for the Tenant, the Landlord and
the Tenant shall each have the option to  terminate  this Lease by giving to the
other  within  thirty  (30) days  after  such  damage or  destruction  notice of
termination  and thereupon  rent and any other  payments for which the Tenant is
liable under this Lease shall be apportioned and paid to the date of such damage
and the Tenant shall  immediately  deliver up  possession of the Premises to the
Landlord.

(c)  Irrespective  of whether the Premises or any portion thereof are damaged or
destroyed as aforesaid,  in the event that twenty-five percent (25%) or more, as
<PAGE>

determined by the Landlord, of the Building is damaged or destroyed by any cause
whatsoever,  and if, in the reasonable opinion of the Landlord, such area cannot
be rebuilt or made fit for the  purposes of the tenants  thereof  within  ninety
(90) days of such damage or destruction,  the Landlord and the Tenant shall each
have the option to  terminate  this Lease by giving to the other  within  thirty
(30) days after such damage notice of termination requiring vacant possession of
the Premises  sixty (60) days after  delivery of the notice of  termination  and
thereupon,  subject to any  abatement to which the Tenant may have been entitled
under Article 12(a),  rent and any other payments for which the Tenant is liable
under this Lease shall be apportioned  and paid liable under this Lease shall be
apportioned  and paid to the date on which  vacant  possession  is given and the
Tenant shall deliver up possession of the Premises to the Landlord in accordance
with such notice of termination.

13.      INJURIES, LOSS AND DAMAGE

The Landlord  shall not be  responsible  in any way for any injury to any person
(including death) or for any loss of or damage to any property  belonging to the
Tenant or to other  occupants of the Premises or to their  respective  invitees,
licensees,  agents, servants or other persons from time to time attending at the
Premises while such person or property is in the Premises,  unless caused by the
negligence  or wilful  misconduct  of the  Landlord  or its  employees,  agents,
servants or subcontractors.

14.      IMPOSSIBILITY, UNAVOIDABLE DELAYS

Whenever  and to the extent the Landlord is unable to fulfil or shall be delayed
or restricted in the fulfilment of any  obligation  hereunder by reason of being
unable to obtain the  material,  goods,  equipment,  service,  utility or labour
required to enable it to fulfil  such  obligation  or by reason of any  statute,
law,  regulation,  by-law or order or by reason of any other  cause  beyond  its
reasonable  control,  whether of the same nature as the  foregoing  or not,  the
Landlord shall be relieved from the fulfilment of such obligation and the Tenant
shall  not be  entitled  to  compensation  for any  inconvenience,  nuisance  or
discomfort  thereby  occasioned.  There shall be no  deduction  from the rent or
other monies payable hereunder by reason of any such failure or cause other than
if the Tenant is not able to use the Premises for the purpose  intended and then
in such event the rent shall abate accordingly.

15.      RE-ENTRY

PROVISO  for  re-entry  by  the  said  Landlord  on   non-payment   of  rent  or
non-performance of covenants.

16.      BANKRUPTCY, ETC.

Provided  further that in case without the written consent of the Landlord,  the
Premises  shall be used by any  other  person  than the  Tenant or for any other
purpose than that for which the same were let or in case the  Premises  shall be
vacated or remain  unoccupied  for fifteen (15) days, or in case the Term or any
of the goods and chattels of the Tenant shall be at any time seized in execution
or  attachment  by any  creditor  of the  Tenant or the  Tenant  shall  make any
assignment  for the benefit of creditors or any bulk sale or become  bankrupt or
insolvent  or take the benefit of any Act now or hereafter in force for bankrupt
or insolvent debtors,  or, if the Tenant is a corporation and any order shall be
made for the  winding-up of the Tenant,  or other  termination  of the corporate
existence of the Tenant,  then in any such case this Lease shall,  at the option
of the  Landlord,  cease and  determine  and the Term shall  immediately  become
forfeited and void and the then current  month's rent and the next ensuing three
(3)  months'  rent  (including  in both  cases  all  other  amounts  payable  as
Additional  Rent)  shall  immediately  become  due and be paid and the  Landlord
without prejudice to any claim for damages for any antecedent breach of covenant
or loss of rent  suffered  by  reason  of this  Lease  having  been  prematurely
determined,  may  re-enter  and take  possession  of the  Premises as though the
Tenant or other  occupant or  occupants of the Premises was or were holding over
after the expiration of the Term without any right whatever.
<PAGE>


17.      DISTRESS

The Landlord shall have the right, as provided at the common law and statute, to
distrain for arrears of rent.

18.      ENTRY AS AGENT

The Tenant further  covenants and agrees that on the Landlord  becoming entitled
to re-enter  upon the Premises  under any of the  provisions  of this Lease upon
default of the Tenant which is not cured within an applicable grace period,  the
Landlord,  in  addition to all other  rights,  shall have the right to enter the
Premises as the agent of the Tenant, either by force or otherwise, without being
liable for any prosecution  therefore and to re-let the Premises as the agent of
the Tenant and to receive the rent  therefore  and as the agent of the Tenant to
take  possession of any furniture or other  property on the Premises and to sell
the same at public sale  without  notice and to apply the  proceeds of such sale
and any rent derived from re-letting the Premises upon account of the rent under
this Lease and the Tenant shall be liable to the Landlord for the deficiency, if
any, for the  remainder  of the Term as if such  re-entry had not been made less
the actual amount received by the Landlord after such re-entry in respect of any
re-letting  applicable  to the  remainder  of the Term.  The  Tenant  shall also
reimburse the Landlord for all  reasonable  legal and other costs  incurred as a
result of such re-entry and re-letting.

19.      RIGHT OF TERMINATION

The Tenant further  covenants and agrees that on the Landlord  becoming entitled
to re-enter upon the Premises  under any of the  provisions  of this Lease,  the
Landlord,  in addition to all other rights (including  without  limitation,  the
right to recover  damages  for breach of covenant  and loss of rent  suffered by
reason of this Lease having been prematurely determined) shall have the right to
determine  forthwith this Lease and Term by leaving upon the Premises  notice in
writing of its intention so to do and thereupon  rent and any other payments for
which the Tenant is liable  under the Lease shall be computed,  apportioned  and
paid in full to the date of such  determination  of this  Lease  and the  Tenant
shall immediately deliver up possession of the Premises to the Landlord, and the
Landlord  may re-enter and take  possession  of the same.  In the event that the
Tenant  is in  default  of any of the terms or  conditions  of this  Lease,  the
Landlord  shall give written  notice  thereof to the Tenant and the Tenant shall
have not less than  thirty  (30) days  following  receipt of such notice to cure
such default prior to the Landlord  having any right to terminate  this Lease as
set forth herein.

20.      NON-WAIVER

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

21.      OVERHOLDING

If the Tenant  shall  continue to occupy all or part of the  Premises  after the
expiration  of this  Lease with the  consent of the  Landlord  and  without  any
further  written  agreement,  the  Tenant  shall be a monthly  tenant at a basic
monthly  rental  equal to the current  market  rental  rate for  premises in the
Building,  which for the  purposes of this  Article 21 shall be that rental rate
agreed to be paid by a tenant under a lease,  agreement to lease or accepted and
binding  lease  proposal  most  recently,  at the time of  determination  of the
overholding  rental,  entered into by the Landlord and a tenant dealing at arm's
<PAGE>

length from the Landlord,  and otherwise on the terms and conditions  herein set
out except as to length of tenancy,  provided,  however, that such rental amount
shall not be more  than 1.5 times the  Tenant's  current  basic  monthly  rental
payment.

22.      LANDLORD PERFORMING TENANT'S COVENANTS

If the Tenant fails to perform or cause to be performed  any of the covenants or
obligations of the Tenant herein following  written notice given by the Landlord
to the Tenant and not cured within the  applicable  grace  period,  the Landlord
shall  have the right  (but  shall not be  obligated)  to perform or cause to be
performed  and to do or cause to be done  such  things  as may be  necessary  or
incidental hereto (including,  without limiting the foregoing, the right to make
repairs,  installations  and  erections  and expend  monies)  and all  payments,
expenses, charges, fees and disbursement incurred or paid by or on behalf of the
Landlord in respect thereof, together with an administration fee of 15% thereon,
shall be paid by the Tenant to the Landlord forthwith upon demand.

23.      PAYMENTS TO LANDLORD

All  payments  to be made by the Tenant  under this Lease  shall be made at such
place or places as the Landlord may designate in writing, and to the Landlord or
to such agent of the  Landlord as the  Landlord  shall from time to time direct.
The Tenant  shall pay the  Landlord  interest on all overdue  rentals  including
Basic  Rent and  Additional  Rent or other  amounts,  all  such  interest  to be
calculated and  compounded  monthly from the date upon which the amount is first
due or demanded  until actual  payment  thereof and at a rate per annum equal to
the  greater  of:  (a)  eighteen  percent  (18%),  and (b)  Royal  Bank's  prime
commercial  lending  rate of interest in effect in Canada from time to time plus
six percent (6%).  The Landlord may at its option,  apply all sums received from
the Tenant to any rent or other amounts  payable  hereunder in such order as the
Landlord sees fit.

24.      RECOVERY OF ADJUSTMENTS

The  Landlord  shall  have (in  addition  to any  other  right or  remedy of the
Landlord)  the same rights and remedies in the event of default by the Tenant in
payment of any amount payable by the Tenant hereunder as the Landlord would have
in the case of default in payment of rent.  If the  Landlord  shall  commence an
action for  collection  of any rent or other sums payable under this Lease or if
the same shall be  collected  upon the demand of a solicitor  or if the Landlord
shall commence an action to compel performance of any of the terms,  conditions,
covenants  or  provisions  under this Lease or for  damages  for  failure of the
Tenant to perform the same or if the same shall be performed  upon the demand of
a solicitor then, unless the Landlord shall lose such action, the Landlord shall
collect from the Tenant and the Tenant shall pay to the Landlord all  reasonable
solicitor's fees in respect thereof on a solicitor and his client basis.

25.      REGISTRATION

The Tenant  covenants  and agrees  with the  Landlord  that the Tenant  will not
register this Lease, or a notice thereof  disclosing the amount of rent payable,
in any registry office or land titles office. The Tenant shall have the right to
register  a notice of this  Lease  that does not  disclose  the amount of rental
payable hereunder.

26.      MORTGAGES

At the option of the Landlord,  this Lease shall be subject and  subordinate  to
any and all mortgages,  charges and deeds of trust, which may now or at any time
hereafter  affect the Premises in whole or in part, or the Lands or the Building
in whole or in part,  whether or not any such mortgage,  charge or deed of trust
affects only the Premises or the Lands or the Building or affects other premises
as well,  provided that, in each such case,  any party being the  beneficiary of
any such encumbrance,  grants to the Tenant a non-disturbance agreement agreeing
that the interest of the Tenant pursuant to this Lease shall not be disturbed so
long as the Tenant  performs the covenants  set forth in this Lease.  The Tenant
<PAGE>

may register any such non-disturbance agreement or notice thereof. On request at
any time and from time to time of the Landlord or of the  mortgagee,  chargee or
trustee  under any such  mortgage,  charge or deed of trust,  the  Tenant  shall
promptly, at no cost to the Landlord or mortgagee, chargee or trustee:

(a) attorn to such  mortgagee,  chargee or trustee  and become its tenant of the
Premises or the tenant of the  Premises of any  purchaser  from such  mortgagee,
chargee or trustee in the event of an  exercise of any  permitted  power of sale
contained in any such  mortgage,  charge or deed of trust for the then unexpired
residue of the Term on the terms herein contained, and/or

(b) subject to the proviso set forth above,  postpone and subordinate this Lease
to such mortgage,  charge or deed of trust to the intent that this Lease and all
right,  title and interest of the Tenant in the Premises shall be subject to the
rights of such mortgagee, chargee or trustee as fully as if such mortgage charge
or deed of trust had been executed and registered and the money thereby  secured
had been advanced  before the execution of this Lease (and  notwithstanding  any
authority or consent of such mortgagee,  chargee or trustee, express or implied,
to the making of this Lease).

Provided  that this  Lease and the  Tenant's  rights  hereunder  shall  continue
undisturbed  while the Tenant is not in default  despite  default under any such
mortgage,  charge or deed of trust.  Any such  attornment  or  postponement  and
subordination  shall  extend  to all  renewals,  modifications,  consolidations,
replacements  and extensions of any such  mortgage,  charge or deed of trust and
every instrument supplemental or ancillary thereto or in implementation thereof.
The Tenant shall forthwith execute any instruments of attornment or postponement
and subordination which may be so requested to give effect to this Article.

27.      ASSIGNMENT BY LANDLORD

If the  Landlord  sells or leases the Lands,  or its  interest  therein,  or the
Building or any part thereof,  or assigns this Lease, and to the extent that the
purchaser,  lessee or assignee is responsible  for compliance with the covenants
and obligations of the Landlord hereunder,  the Landlord without further written
agreement will be discharged and relieved of liability  under the said covenants
and  obligations.  In the event that the Landlord  assigns this Lease to a party
that is a competitor of the Tenant,  being a company  engaged in the business of
commercial  aviation,  then,  in such event,  the Tenant shall have the right to
terminate this Lease with not less than ninety (90) days written notice.

28.      CAPTIONS

The  captions  appearing  in this  Lease  have  been  inserted  as a  matter  of
convenience  and for reference  only and in no way define,  limit or enlarge the
scope of meaning of this Lease or any of the provisions hereof.

29.      EFFECT OF LEASE

This indenture and everything  herein contained shall extend to and bind and may
be  taken  advantage  of by the  respective  heirs,  executors,  administrators,
successors  and  assigns,  as the case may be, of each and every of the  parties
hereto, subject to the granting of consent by the Landlord as provided herein to
any assignment or sub-lease, and where there is more than one tenant or there is
an individual party or a corporation,  the provisions  hereof shall be read with
all grammatical  changes thereby  rendered  necessary and all covenants shall be
deemed joint and several.

This Lease is the sole agreement between the parties with respect to the subject
matter of this Lease. There is no representation, warranty, collateral agreement
or condition  affecting the Lands, the Building,  the Premises or this Lease, or
supported by this Lease other than as expressed in this Lease. The schedules and
appendices to this Lease form part of this Lease.

This Lease may not be modified or amended except by instrument in writing signed
by the Landlord and the Tenant.
<PAGE>

30.      INTERPRETATION OF LEASE

All of the  provisions  contained in this Lease are to be construed as covenants
and  agreements  and if any provision is illegal or  unenforceable,  it shall be
considered  separate and severable  from the remaining  provisions,  which shall
remain in force and be binding upon the Landlord and the Tenant.

31.      TIME OF ESSENCE

Time shall be of the essence of this Lease.

32.      LAW

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

33.      NOTICE

Any notice  required or  contemplated  by any  provision  of this Lease shall be
given in writing enclosed in a sealed envelope addressed,  in the case of notice
to the Landlord, to 175 Columbia St., West, Waterloo,  Attention: M. Conrad, and
in the case of notice to the Tenant,  to it at the  Premises,  and mailed in the
Province of Ontario,  registered and postage  prepaid  provided that there is no
actual or contemplated  disruption of mail services at the time of such mailing.
The time of giving of such notice shall be  conclusively  deemed to be the fifth
(5th)  business  day after the day of such  mailing  provided  that  there is no
disruption of mail services at the time of such mailing.  Such notice shall also
be  sufficiently  given if and when the same shall be delivered,  in the case of
notice to the Landlord, to an executive officer of the Landlord, and in the case
of notice to the Tenant,  to him  personally or to an officer or employee of the
Tenant,  if the Tenant is a corporation  or by leaving such notice  addressed to
the  Tenant at the  address  of the  Tenant set forth  above.  Such  notice,  if
delivered,  shall be conclusively  deemed to have been given and received at the
time of such delivery. If in this Lease two or more persons are named as Tenant,
such  notice  shall  also be  sufficiently  given if and when the same  shall be
delivered personally to any one of such persons. Provided that the Landlord may,
by notice to the Tenant,  from time to time designate  another address in Canada
to which notices mailed to the Landlord more than ten (10) days thereafter shall
be addressed.

34.      EXPANSION, ALTERATION

The  Landlord  shall have the right to enter into the  Premises and to bring its
workmen and  materials  thereon to make  additions,  alterations,  improvements,
installations  and repairs to the Lands, the Building,  and the common areas and
services  thereof as such may exist  from time to time.  The  Landlord  may upon
reasonable  notice to the Tenant,  save for an emergency when no notice shall be
required,  cause such reasonable  obstructions and interference with the use and
enjoyment of the Lands,  the Building,  and the Premises as may be necessary for
the  purposes  aforesaid  and may,  upon  twenty-four  (24) hours prior  written
notice, interrupt or suspend the supply of electricity, water or other utilities
or services when necessary and until the additions,  alterations,  improvements,
installations or repairs have been completed, and there shall be no abatement in
rent nor shall the Landlord be liable by reason thereof,  provided all such work
is done as  expeditiously  as reasonably  possible.  The Landlord shall have the
right to use, install, maintain and repair pipes, wires, ducts, shafts, or other
installations  in, under or through the Premises for or in  connection  with the
supply of any services to the Premises or any other premises in the Building.

Without  limiting the foregoing,  the Landlord  hereby reserves the right at any
time and from time to time to make  changes  or  revisions  in its plans for the
Lands  or  the  Building,   including   additions  to,   subtractions  from,  or
rearrangements  of the building  areas,  walkways,  parking  areas or driveways,
tunnels,  roadways and covered parking  garages,  and  particularly the right to
construct other buildings and improvements on the Lands. The Landlord shall have
the right to enter into the  Premises  for such  purposes,  even  during  Normal
<PAGE>

Business  Hours and upon  reasonable  notice,  without  abatement of rent or any
compensation  to the Tenant.  The Landlord shall have the right for all purposes
to  specify  the date on which any such  changes  to the  Lands or the  Building
become part of the Lands or the Building, as the case may be.

35.      CALCULATION OF AREAS

Wherever in this Lease reference is made to the size of any area or areas and no
other  manner of  measurement  is  stipulated,  or the amount of any  payment is
required to be  determined  in reference to the size of any area or areas,  such
reference in the case of any enclosed  area or areas shall be deemed to mean the
size of such area or areas  measured  from the outside  surface of the  exterior
walls,  doors and windows thereof and from the centre line of all interior walls
separating  such premises from the adjacent  premises.  Where any wall,  door or
window of any premises is recessed  from the leasing  line of such  premises the
area of such recess shall be included in the area of such premises.

A certificate of the  Landlord's  Architect as to the size of any area or areas,
or as the extent of any injury,  or the portion of the Premises capable of being
used for the purpose for which they are leased,  or the period within any injury
may be repaired, or the date on which any repairs have been completed,  shall be
conclusive and binding on the parties.

36.      FAILURE OF LANDLORD TO DELIVER POSSESSION

Anything in this Lease to the contrary notwithstanding, and in supplement to the
provision  of  Article  14, the  Landlord  shall not be deemed in default if the
Landlord is unable to give possession of the Premises on the  commencement  date
of the Term by reason of the holding over or the  retention of possession by any
lessee  or  occupant  or by reason of the fact  that  repairs,  improvements  or
decorations  of the Premises or of the Building which the Landlord has agreed to
perform are not  completed  or for any other reason not due to the wilful act or
neglect of the Landlord. In such circumstances the rent shall not commence until
the date on which possession of the Premises is actually given to the Tenant and
no such failure to give possession of the Premises on the  commencement  date of
the Term  shall in any way  affect  the  validity  of this Lease or the terms or
conditions  of this Lease,  nor shall the same be construed in any way to extend
the Term.

37.      SECURITY DEPOSIT

Not applicable.

38.      TURNKEY

The Landlord shall deliver to the Tenant the Premises on a turnkey basis whereby
the Landlord will complete the Tenant's  Leasehold  Improvements,  the terms and
specifications  of which will be  identified  and agreed to by the  Landlord and
Tenant,  which  include,  but are not limited to, the terms and  conditions  set
forth in Schedule  "F" provided  that in no event,  unless  otherwise  agreed in
writing by the Landlord, shall the contribution of the Landlord for the Tenant's
Leasehold Improvements exceed the amount set forth in Scehedule "F". The quality
of the Leasehold  Improvements  to be made by the Landlord for the Premises will
be  equivalent  to the  improvements  made by or for the  Landlord for the space
occupied by Mortice Kern Systems Inc. in UniPark III.

The Tenant's specifications for the Leasehold Improvements for the Premises will
be delivered  to the Landlord  within  seven (7)  business  days  following  the
execution of this Lease.

39.  LANDLORD'S WORK

The Landlord shall  complete the Landlord's  Work as outlined in Schedule "E" at
the  Landlord's  cost, by September  15th,  1996 to enable  commencement  of the
Turnkey  to  permit  the  Landlord  to  undertake  and  complete  the  Leasehold
Improvements as provided in Section 38 above.


<PAGE>


IN WITNESS WHEREOF the parties hereto have executed this Lease.

                                       FERDI INVESTMENTS COMPANY LIMITED


                                       Per:/s/
                                           ------------------------------------

                                       Title:  President
                                            -----------------------------------
                                       I have authority to bind the Corporation.


                                       NAVTECH SYSTEMS SUPPORT INC.


                                       Per:/s/ Dorothy A. English
                                           ------------------------------------
 
                                       Title:  Managing Director
                                            -----------------------------------


<PAGE>


                                  SCHEDULE "A"



         Part Lot 3, Municipal Compiled Plan of Part of Lots 13,

         G.C.T., City of Waterloo, being Part 1 Plan 58R-5914.



<PAGE>


                                  SCHEDULE "B"

                             FLOOR PLAN OF PREMISES




<PAGE>


                                  SCHEDULE "C"

             RULES AND REGULATIONS FORMING PART OF THE WITHIN LEASE

 1. The sidewalk, entry passages,  elevators,  fire escapes and common stairways
of the Building  shall not be  obstructed  by any of the tenants or used by them
for any purpose  other than for ingress and egress to and from their  respective
premises. Tenants will not place or allow to be placed in the building corridors
or public stairways any waste paper, dust, garbage,  refuse or anything whatever
that would tend to make them unclean or untidy.

 2. The skylights and windows that reflect or admit light into  passageways  and
common areas of the Building  shall not be covered or  obstructed  by any of the
tenants,  and no awnings shall be put up,  without the prior written  consent of
the Landlord.

 3. The  water-closets  and  other  water  apparatus  shall  not be used for any
purpose  other  than those for which they were  constructed,  and no  sweepings,
rubbish,  rags, ashes or other  substances  shall be thrown therein.  Any damage
resulting  by misuse  shall be borne by the  tenant by whom or by whose  agents,
servants or employees  the same is caused.  Tenants  shall not let the water run
unless in actual use, nor shall they deface any part of the Building.

 4. No tenant shall do or permit anything to be done in the Premises or bring or
keep  anything  therein  which  will in any way  increase  the risk of fire,  or
obstruct or  interfere  with the rights of other  tenants,  or violate or act at
variance  with the laws  relating to fires or with the  regulations  of the Fire
Department or the Board of Health.

 5.  Tenants,  their clerks or  servants,  shall not make or commit any improper
noises on the Lands and  Building,  lounge about doors or corridors or interfere
in any way with other tenants or those having business with them.

 6.  Nothing shall be thrown by the tenants, their clerks or servants, out of
windows or doors,  or down the  passages,  elevator  shafts or  skylights of the
Building.

 7. No birds or  animals  shall be kept in or about the  Premises  nor shall the
tenants  operate  or  permit  to be  operated  any  musical  or sound  producing
instrument or device  inside or outside the Premises  which may be heard outside
the Premises.

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

 9.      The Landlord shall have the right:

(a) to require  all  persons  entering  or leaving  the  Building  after  Normal
Business Hours as the Landlord may reasonably require, to identify themselves to
a watchman by the registration or otherwise to establish their right to enter or
leave; and

(b) to  exclude  or expel  any  peddler  or  beggar  at any  time  from the
Premises, the Lands, or the Building.

10.      Not applicable.

11. It shall be the duty of the respective tenants to assist and co-operate
with  the  Landlord  in  preventing  injury  to the  Premises  demised  to  them
respectively.

12.  No  inflammable  oils  or  other  inflammable,  radioactive,  dangerous  or
explosive  materials  shall  be kept or  permitted  to be kept in the  Premises,
except in such  quantities  as may be required  for normal  office  purposes and
provided  that the Tenant shall take all  necessary  precautions  in the use and
storage of such  quantities.  Nothing  shall be placed on the  outside of window
sills or projections.

13.  Except in the normal  course of business,  furniture,  effects and supplies
shall not be taken into or removed from the Building or the Premises,  except at
such  time and in such  manner as may be  previously  approved  by the  Landlord
acting  reasonably,  which approval  shall include  permission to use entrances,
doorways and freight elevators at certain times for such purposes, and upon such
<PAGE>

terms (including  payment of any usual charges for the use of freight elevators)
as the Landlord shall impose.

14. No bicycles or other  vehicles shall be brought within the Building or Lands
except in the parking  garage,  and then only in  compliance  with the rules and
regulations  as  established  and in force from time to time for the use of said
parking  garage.  In the event that the outdoor bike rack is full, then bicycles
may be brought into the Building,  provided  they shall not gain access  through
the Building common corridors.

15. Business machines,  filing cabinets,  heavy  merchandise,  or other articles
liable to  overload,  injure or destroy  any part of the  Building  shall not be
taken into it without the prior written  consent of the Landlord which shall not
be unreasonably  withheld and the Landlord acting  reasonably shall in all cases
retain  the right to  prescribe  the  weight  and  proper  position  of all such
articles  and the times and routes for moving them into or out of the  Building;
the cost of  repairing  any damage  done to the  Building  by such  moving or by
keeping any such articles on the Premises shall be paid by the Tenant.

16. The Tenant shall not change any locks nor place any additional lock upon any
door of the Premises  without the prior written  consent of the Landlord  acting
reasonably.  The Tenant shall be responsible  for all locks and all keys to such
locks and shall return all keys to the Landlord upon termination of the Lease.

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

18.      Not applicable.

19. The  parking of  vehicles  in the  parking  areas on the Lands  shall not be
subject to any charge or regulation of the Landlord  during the Term,  including
any Renewal Term. The Landlord shall not be responsible for loss of or damage to
said vehicles or anything contained therein.

20.  The  Tenant  will not  deface  or mark any part of the  Premises,  Lands or
Building  and will not permit  any hole to be drilled or made or nails,  screws,
hooks or spikes to be driven  into  stone or brick work of the  Building  or any
appurtenances thereof without the prior written consent of the Landlord.

21. The lining of all window drapes  facing the interior  surface of all windows
shall be subject to the prior written  approval of the Landlord as to colour and
material  and the Tenant shall not hang and will remove all  draperies  which in
the Landlord's  opinion do not conform to any uniform scheme of window coverings
established for the Building.

22. The Tenant  shall at the end of each  business  day leave the  Premises in a
reasonably  tidy  condition for the purpose of allowing the  performance  of the
Landlord's cleaning services.

23. The Landlord shall have the right to make such other and further  reasonable
rules and regulations as in its judgment may from time to time be needed for the
safety, care,  cleanliness and appearance of the Premises and 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.

24. No public  or  private  auction  or other  similar  type of sale of any
goods, wares or merchandise shall be conducted in or from the Premises.

25. No  external  telephonic,  telegraphic,  electronic,  wire  service or other
connections  or  electric  wiring  shall  be made in  places  other  than  those
designated  by the  Landlord or without the  authority  of the  Landlord,  which
authority  shall  not be  unreasonably  withheld,  and  which  will  direct  the
electricians  or other workmen as to where and how any wires or equipment are to
be introduced and without any such directions, no boring or cutting or otherwise
will be permitted.


<PAGE>


                                  SCHEDULE " D"
                               SPECIAL PROVISIONS

EARLY OCCUPANCY:

The tenant has the right to occupy the leased  premises prior to october 1st (or
earlier if the tenant  improvements  are completed)  provided the lease has been
executed by both parties,  to install its trade fixtures and personal  property,
to establish a normal working environment,  and may commence normal business out
of the leased  premises.  The tenant shall not pay any basic rent, or additional
rent, during the early occupancy  period,  but all other terms and conditions of
the lease shall be held in effect.

LEASE ASSUMPTION:

The existing lease at 550 parkside drive, unit a1 for 4,233 rentable square feet
will be assigned to ferdi investments company limited effective November 1, 1996
for the balance of the term  (expiring  December  14,  1996).  Should this Lease
Assignment  not  transpire  for any  reason,  the  Landlord  will pay to Navtech
Systems  Support Inc. on the first day of each month,  the monthly  value of the
lease being Three  Thousand four Hundred and Forty  ($3,440.00  dollars plus GST
until  lease  termination.  The Total value of this lease as of November 1, 1996
until December 14th,  1996 will be Five Thousand,  One Hundred ans Sixty dollars
($5,160.00) plus GST.

EARLY TERMINATION:

The Tenant  shall have the right at the end of the fifth year to  terminate  the
Lease with six (6) months prior written  notice. This right will continue on an
annual basis until the end of the term.  The Tenant will have the right to Early
Termination  at any time  before the fifth  (5th) year  should the  Landlord  be
unable to accommodate the Tenant's future growth in contiguous  space within the
Unipark  Buildings known as of this date as the University  Office Park.  Should
the Tenant terminate,  the penalty will be the unamortized  portion remaining of
the Tenant's  Leasehold  Improvements  based on the  unamortized  portion of the
remaining  Turnkey being not more than fifteen ($15.00) Dollars per square feet,
the unamortized portion of the Lease Assumption being Five Thousand, One Hundred
and Sixty Dollars ($5,260.00), the unamortized portion of the leasing commission
being approximately  Sixteen Thousand and Eighty-Six  ($16,086.00)  dollars, and
the Rent being Eight Dollars and  Forty-Eight  Cents ($8.48) over the Term.  The
amortization  period for the above will be ten (10) years at Nine (9%)  percent.
an example of the Early Termination  penalty after the fifty (5th) year would be
as follows:

Tenant Improvement Allowance      $120,000.00
Lease Assumption                     5,160.00
Leasing Commission                  16,086.00                           
                                    ---------                           (end  of
                                  $141,246.00/10 years /9%=$86,895.00  5th year)

Rent
Year 1 $2.25 (blended rent) - $8.48    = $6.23
Year 2 $6.50 - $8.48                   = $1.98
Year 3 $7.50 - $8.48                   = $0.98
Year 4 $8.50 - $8.48                   = $0.02+
Year 5 $9.50 - 8.48                     =$1.02+
                                        -------
                                         =$8.15 X 8,000 S.F. = $65,200.00
                                                              +$86,895.00
                                                               ----------
TOTAL OWING                                                   $152,095.00





<PAGE>


ELECTRICAL REQUIREMENTS:

The Landlord represents, warrants and guarantees to the Tenant that the Premises
will  have  available,  without  additional  cost to the  Tenant,  the  power of
120/208V  and a 347/600V 3 phase,  4 wire service to circuit  breaker  panels of
sufficient  capacity  to allow a  connected  load of 2 watts per square foot for
lighting and 4 watts per square foot of power.  There shall also be an allowance
of a further 2 watts per square foot for future  requirements,  for a total of 8
watts per square foot. At no time during the Term shall the Landlord disrupt the
power  source in any way  whatsoever,  unless with  reasonable  prior  notice to
enable the Tenant to access the generator's power supply.

ROOF COMMUNICATIONS:

The Tenant  shall have the right to install a satellite  dish (or any other roof
communications  subject to Landlord  approval  which  shall not be  unreasonably
withheld) on the roof of the Building, for the Term of the Lease or any Renewals
at no additional rental charges whatsoever.  Upon termination,  the Tenant shall
be required to remove, and make good and repair any alteration or damages to the
roof as a result of the installation of the equipment.  The Tenant warrants that
its installation of roof-top  communications  equipment will not damage the roof
structure and that any damage as a result of its  installation  will be repaired
immediately at its own expense.

TELEPHONE REQUIREMENTS:

The Landlord represents, warrants and guarantees to the Tenant that the Premises
will have available within the Building,  without additional cost to the Tenant,
the capacity to install a minimum  capacity of 30 voice/data  lines, and up to a
maximum  of 60  voice/data  lines.  The  Tenant  shall have the right to install
access  lines to the Building and the Premises and the Tenant shall pay the cost
of  such  installations.  The  Tenant  shall  have no  obligation  to pay to the
Landlord any additional  amount with respect to the services referred to in this
paragraph.

FIRST RIGHT OF REFUSAL:

The Tenant has the First Right of Refusal to lease the adjacent contiguous space
during the Term or the Renewal Term of the Lease, subject only to the provisions
of Mortice Kern Systems Lease re: notice of  additional  space  available in the
building.  Should the Tenant  expand  into this space  within  twenty-four  (24)
months of the Lease  Commencement,  this space will be leased under all the same
terms and conditions as outlined in the Lease. After this twenty-four (24) month
period from  Commencement  Date this  additional  space will be leased under the
same terms and  conditions  as outlined in the Lease,  except for the Free Rent,
Leasehold  Improvement  Allowance,  and Basic  Rent,  which shall be at the then
current  market  Rent for  similar  space in a  similar  building  in a  similar
location.  Should the  Landlord  receive a bona fide Offer to Lease from a third
party for the said space,  then the Tenant  shall have ten (10)  business  days,
from  receipt of such  notice from  Landlord  to exercise in writing  this First
Right of Refusal.  If the Tenant  gives up this right,  and the space once again
becomes  available  during the  existing  Term,  then the First Right of Refusal
shall remain in effect.

PARKING:

The Landlord will provide  unlimited free on-site  surface  parking for business
use for the  vehicles  of  employees  and  visitors  during the entire  Term and
Renewal Term of the Lease.

KEYS:

The Landlord shall supply the Tenant with the keys for the main front entry door
and suite entry for all employees at no cost to the Tenant.


<PAGE>


COMMISSIONS:

A Commission  of two and one half  percent  (2.5%) of the total value of the net
rent on a ten(10) year Term will be paid to David Land Real Estate Ltd. Upon the
Tenant having  occupied the Premises and the Lease having been fully executed by
the Tenant.

SPACE PLAN ALLOWANCE:

The Landlord  shall  contribute  One Thousand  and Five Hundred  ($1,500.00)  to
Jeannie Judge towards the space  planning  expenses as provided for in the Offer
to Lease forthwith upon execution of this Lease if not already paid prior to the
execution hereof.  The Landlord shall also pay for the work completed at UniPark
III for the  initial  space plan which will not be  included  in the above Space
Plan Allowance.



<PAGE>


                                  SCHEDULE "E"
                                 LANDLORD'S WORK

The  following  Landlord's  Work will be completed by September  15th,  1996, or
earlier at the sole cost to the  Landlord,  and will not be  included as part of
the Turnkey as outlined in Schedule "F".

1) Any necessary demolition to bring the space back to base building. The Tenant
has the right to reuse any existing items on the first floor including,  but not
limited  to,  improvements  or  fixtures  at no extra  cost to the  tenant.  The
Landlord  will  repair any damage to the base  building  surfaces as a result of
such demolition to receive new finished as per the Tenant's specifications.

2)  Any burnt out lights and ballasts will be replaced.

3) All ceiling tiles will be removed prior to  construction  and replaced  after
completion.  Any damaged or  discoloured  ceiling  tiles will be  replaced.  Any
damaged ceiling grid will be replaced.

4) Landlord  shall  provide  interior  double glass suite entry doors as per the
Tenant's specifications, and any necessary building standard egress door. Should
the Landlord not agree to the interior door, then the Landlord shall be required
to install  exterior  glass entry  doors,  and an interior  vestibule as per the
Tenant's specifications.

5) The floor  shall be brought  back to smooth  concrete,  and  sealed  ready to
receive floor covering as per Tenant's specifications.

6)  Demising  walls,  (to slab and  insulated)  to be erected as per the Tenants
specifications, exterior and interior will be finished in drywall, taped, primed
and painted as per Tenant's specifications. All the existing demising walls must
also be insulated and to slab, and repaired if necessary.

7)  Building standard window covering will be installed by the Landlord.

8) Power  distribution.  The  Landlord  will be  responsible  to bring  the
necessary  power  distribution  from  the  designated  electrical  panel  to the
Tenant's Premises.

9) Telephone  distribution.  The Landlord will be  responsible to bring any
necessary  Telephone  distribution to the Telephone closet located on the ground
floor.

10) The Landlord will provide sprinklers in the Premises to comply with all fire
regulations, should it be required by governmental authorities.

11) The Landlord will install  standard base building  mechanical  distribution.
The Tenant will be responsible to reconfigure the distribution as per plans.

12)  Landlord will relocate any fire hose cabinets if so required.

13)  Landlord  will  replace or repair all windows  within the Premises and will
guarantee that any future repairs or replacements  will be at the expense of the
Landlord, for the first (1st) year of the Term.

14) The  Landlord  will  recarpet  and  recover  the  walls of the  first  floor
corridors.  The Landlord  will make best efforts to consult  where ever possible
with the Tenant on the colour selections being used.



<PAGE>


                                  SCHEDULE "F"
                 TURNKEY FOR THE TENANT'S LEASEHOLD IMPROVEMENTS

The following Tenant's Leasehold  Improvements will be performed by the Landlord
on behalf of the Tenant as a Turnkey,  up to a maximum  amount of Twenty Dollars
($20.00) per square foot. The Landlord shall act as general  contractor and will
work with the Tenant to establish a budget and to assist with the  expedition of
the Turnkey within the proposed budget.  Following completion of the Turnkey the
Landlord  will  provide  the  Tenant  with a  reconciliation  of  the  Leasehold
Improvement portion of the Turnkey (excluding the Generator).

1) All necessary working  drawings,  and related design fees (excluding the
Space Plan).

2)  The distribution of all power, plumbing and cabling within the Premises.

3)  All floor covering within the Premises.

4)  All interior partitioning and mill work as per plans.

5)  Paint with finish coat the interior of the demising wall of the Premises.

6)  Installation  of any light  fixtures  above the normal  light  fixtures
provided by the Landlord.

7)  Generator:  As part of the Twenty Dollar  ($20.00)  Turnkey  Allowance,  the
Landlord  shall  allocate  up to a maximum  amount of Five  Dollars  ($5.00) per
square foot to a  Uninterrupted  Power Supply needed for the computer  equipment
which will also include the  installation  and purchase of the  generator.  This
generator will be  independent  of the building's  main power supply and will be
exclusively  used the Tenant  during the Term or any  Renewals.  It shall have a
capacity of 25KW.

5)  Paint with finish coat the interior of the demising wall