LEASE


BETWEEN

INVESTISSEMENTS RENE ST-PIERRE LTEE
-----------------------------------
REPRESENTED DENIS HEBERT


AND


ACI TELECENTRICS
-----------------------------------
REPRESENTED BY DANA OLSON




                              [LOGO] ROYAL LEPAGE

<PAGE>

                      TABLE OF CONTENT


SECTION 1 PREMISES..........................................................1
SECTION 2 LEASE.............................................................1
SECTION 3 TERM..............................................................1
SECTION 4 RENTAL............................................................2
SECTION 5 BUSINESS TAXES....................................................2
SECTION 6 CLEANING..........................................................2
SECTION 7 OCCUPANCY.........................................................2
SECTION 8 AREA MEASUREMENT..................................................3
SECTION 9 RENTAL CREDIT.....................................................3
SECTION 10 DEPOSIT..........................................................3
SECTION 11 USE OF PREMISES..................................................3
SECTION 12 MASTER LEASE.....................................................3
SECTION 13 SUBLET/ASSIGNMENT................................................3
SECTION 14 RELOCATION.......................................................3
SECTION 15 CONSTRUCTION WORKS/LEASEHOLD IMPROVEMENTS (THE "WORKS')..........4
SECTION 16 DEMOLITION.......................................................4
SECTION 17 PARKING..........................................................4
SECTION 18 BUSINESS HOURS...................................................4
SECTION 19 EXCLUSIVITY......................................................5
SECTION 20 OPTION TO EXPAND.................................................5
SECTION 21 OPTION OF FIRST REFUSAL..........................................5
SECTION 22 OPTION TO RENEW..................................................6
SECTION 23 OPTION TO CANCEL.................................................6
SECTION 24 OPTION ON FUTURE SPACE...........................................6
SECTION 25 ARBITRATION......................................................6
SECTION 26 EXTERIOR SIGN IDENTIFICATION.....................................7
SECTION 27 MAINTENANCE AND REPAIRS..........................................7
SECTION 28 DESTRUCTION......................................................7
SECTION 29 INSURANCE........................................................8
SECTION 30 LEASE REGISTRATION...............................................9
SECTION 31 FORCE MAJEURE...................................................10
SECTION 32 NOTICE..........................................................10
SECTION 33 JOINT AND SEVERAL...............................................10
SECTION 34 TIME OF THE ESSENCE.............................................10
SECTION 35 LANGUAGE CONTRACT...............................................11
SECTION 36 APPENDICES......................................................11
SECTION 37 COMMISSION......................................................11
SECTION 38 ENTIRE AGREEMENT................................................11
SECTION 39 ACCEPTANCE......................................................12



<PAGE>

                                      LEASE


April 5th, 2000

BETWEEN:           INVESTISSEMENTS RENE ST-PIERRE LTEE
                   Represented by Denis Hebert

AND:               ACI TELECENTRICS
                   Represented by Dana Olson

                   ... (hereafter referred to as the "Parties")

VIA:               ROYAL LEPAGE COMMERCIAL INC.
                   Represented by Gilles V.Lapointe

OBJECT:            375, RUE DE COURCELETTE (SHERBROOKE, QUEBEC)
                   (THE "BELOIT BUILDING")
--------------------------------------------------------------------------------


Gentleman,

We, ACI Telecentrics, hereby lease from you, Investissements Rene St-Pierre
Ltee, the hereafter described premises (the "Premises") in the above- mentioned
property, subject to the following Terms and Conditions:

SECTION 1          PREMISES


                   The Premises shall consist of some TWENTY-FOUR THOUSAND
                   (24,000) sq. ft. of gross rentable area located on the first
                   two floors, the whole as outlined in red on the floor plan(s)
                   hereto attached as Appendix "A" and initialled for purposes
                   of identification by both Parties. The Tenant shall first
                   occupy all the space available on the first floor (as
                   measured by latest B.O.M.A. Standards) and then the second
                   (2nd) floor (and eventually the third (3rd) floor) as per its
                   needs. The total gross space available on the first two (2)
                   floors is presently estimated at TWENTY SEVEN THOUSAND FIVE
                   HUNDRED AND SEVENTY (27,575) square feet.

SECTION 2          LEASE

                   This document shall constitute the final and effective lease
                   agreement binding the above-mentioned Parties and shall
                   supersede for purpose of interpretation all prior Offers and
                   Counter Offers already agreed to.

                   This lease is intended to be a full gross lease, except for
                   any percentage increase in the yearly gross rate as hereafter
                   described.


SECTION 3          TERM

                   The Term of the Lease shall be for seven (7) years commencing
                   June 1st, 2000, and ending on May 31st, 2007, subject to the
                   provisions of Section 23 (Option to Cancel) herein.


<PAGE>

                                     PAGE 2


SECTION 4          RENTAL

                   The full gross flat rate shall be NINE DOLLARS ($9.00) per
                   gross square foot for the first four (4) years and TEN
                   DOLLARS AND TWENTY-FIVE CENTS ($10.25) for the remaining
                   three (3) years of the Term. Such gross rate shall include
                   all real estate taxes applicable to the Leased Premises as
                   well as attributable operating expenses, management fees and
                   all energy costs.

                   The yearly gross rate shall be payable in equal consecutive
                   monthly instalments at the beginning of each month.

SECTION 5          BUSINESS TAXES

                   The Tenant will be responsible for the payment of its own
                   business and water taxes applicable.

SECTION 6          CLEANING

                   The Landlord shall, at its own expense, provide cleaning of
                   the common areas as well as periodic window cleaning of the
                   Premises.

                   The Tenant is responsible for the cleaning of its own
                   interior Premises.

SECTION 7          OCCUPANCY

                   Occupancy of the Premises shall be given to the Tenant prior
                   to or on April 1st, 2000 latest, or as per the occupation
                   date agreed to by the Parties if the Landlord is responsible
                   for the implementation of the Construction / Leasehold
                   improvements Works.

                   Access to the Premises shall be given to the Tenant and his
                   consultants - immediately, for the purpose of planning /
                   constructing / preparing the Premises for the earliest
                   occupation date possible and becoming operational.

                   It is understood and agreed that in the event that the Tenant
                   decides to occupy the Leased Premises prior to the Lease
                   commencement date as specified in Section 3 above, then all
                   the Terms and Conditions of the Lease shall apply mutatis
                   mutandis, except for those provisions dealing with the rental
                   gross rate, it being understood, for clarification purposes,
                   that the Tenant shall not pay any rent during said period.

                   The Landlord warrants to the Tenant that the building in
                   which the Leased Premises are located is structurally sound
                   and that water, drain and sewer connections, pipes and mains,
                   electrical wiring, water closets, sinks and accessories
                   thereof, and all equipment belonging to or connected with the
                   Leased Premises or used in its operation including all
                   electro-mechanical systems exclusive to its Leased Premises
                   are in good operating condition. In the event this warranty
                   has been violated, it shall be the obligation of Landlord,
                   after receipt of written notice from Tenant setting forth the
                   specific nature of a problem, to promptly rectify such
                   violation at Landlord" sole cost.

<PAGE>

                                     PAGE 3


SECTION 8          AREA MEASUREMENT

                   The area of the Leased Premises shall be verified by the
                   Landlord and the Tenant in accordance with B.O.M.A.
                   measurement methods applicable at the time of the acceptance
                   of this Lease, and the actual gross rental shall be adjusted
                   upwards or downwards in accordance with actual area
                   measurements. It is understood that the rental rate as
                   defined in Section 4 shall remain the same, except for the
                   per square foot cost of the leasehold improvements which
                   shall also be retroactively adjusted to reflect the new
                   surface if need be.

SECTION 9          RENTAL CREDIT

                   Furthermore, the Tenant shall be granted as free gross
                   monthly rent, the months of May 2002, May 2003 and May 2004.

SECTION 10         DEPOSIT

                   At the acceptance of this Lease, the Tenant shall remit to
                   the Landlord a cheque to the amount equivalent to the first
                   TWO (2) monthly payable rents, including the applicable
                   amortized value of the Works. Such an amount shall be
                   deposited in an interest bearing certificate of deposit (for
                   a seven (7)-year period) with a Canadian chartered Bank.

                   This amount, including accrued interests, shall be applied
                   against either the last payable rents of the Term or, if the
                   Opting out option is exercised, against any final rent due to
                   the Landlord, such rent including the value of the
                   non-amortized capital portion of the works. (See Section 23
                   of the Lease).

SECTION 11         USE OF PREMISES

                   The Premises will be used as an operational call center
                   office and for related marketing or promotional service.

SECTION 12         MASTER LEASE

                   N/A

SECTION 13         SUBLET I ASSIGNMENT

                   The Tenant will be authorised to sublet or assign the Lease
                   with the Landlord's consent, which consent will not
                   unreasonably or arbitrarily withhold.

SECTION 14         RELOCATION

                   At no time during the Term of the Lease, or during its
                   extension, shall the Landlord have the right to impose a
                   relocation of the Premises to the Tenant.


<PAGE>


                                     PAGE 4

SECTION 15         CONSTRUCTION WORKS/LEASEHOLD IMPROVEMENTS (THE "WORKS")

                   The Parties agree to link their present acceptance of this
                   Lease to the final acceptance by both Parties of an Agreement
                   on the accepted costs estimates and implementation schedule
                   of the construction Works (if the Landlord assumes a general
                   contractor's role). It is understood and agreed that, if
                   financed by the Landlord, the Construction / improvements
                   costs attributable to the Tenant shall be amortised at 8%
                   interest (effective interest rate) throughout the Term and
                   added to the monthly gross rent payable as defined above.
                   Appendix "B" (attached) provides for final arrangements
                   between Landlord and Tenant.

                   Were the Tenant to exercise any option to cancel during the
                   Term, the indemnity then payable to the Landlord by the
                   Tenant would be equivalent to the remaining unamortized
                   capital portion of the costs of the Construction works plus
                   same for any commission paid to the acting real estate
                   broker.

                   If Landlord does not take the responsibility for the
                   implementation of the Works, the Landlord shall diligently
                   assist, at no cost, the Tenant by giving him timely access to
                   the property as well as providing required systems
                   descriptions and specifications, and rapid acceptance of
                   Works' conformity with the property's standards.

                   If Landlord takes responsibility for the Works
                   implementation, then upon the Landlord delivering possession
                   of the Leased Premises, the Tenant shall have the right to
                   verify that the Landlord's Works are complete and the Tenant
                   shall have THIRTY (30) days from the date possession is given
                   to it to inspect the Leased Premises and provide the Landlord
                   with a list of deficiencies with respect to the Landlord's
                   Work and the Landlord shall remedy such deficiencies, failing
                   which the Tenant shall remedy such deficiencies and set-off
                   such cost or costs against the Gross Rent due and payable.

SECTION 16         DEMOLITION

                   It is agreed and understood that all present and future
                   leasehold improvements belong to the Landlord and that the
                   Tenant shall not be obliged to demolish them at the expiry of
                   the Term. The Premises will be left clean and in their normal
                   wear and tear condition at the expiry of the Lease.

SECTION 17         PARKING

                   The Landlord shall provide the Tenant, at all times, with up
                   to 150 available exterior parking spaces at no additional
                   cost.

SECTION 18         BUSINESS HOURS

                   The Tenant's staff shall have access, for its on-going
                   operation, to the Premises SEVEN (7) days a week, 24 hours a
                   day and Tenant shall be allowed to install or complete any
                   security system meeting its business requirements.

<PAGE>


                                     PAGE 5

SECTION 19         EXCLUSIVITY

                   The Tenant shall have, for the duration of the Lease and
                   renewal thereof if exercised, the exclusivity of his
                   professional practice in the above mentioned building.

SECTION 20         OPTION TO EXPAND

                   The Landlord grants to the Tenant throughout the Term, the
                   option to rent, at same terms and conditions, any remaining
                   available contiguous space on the second floor as well as on
                   the third floor of the Property; such option can be exercised
                   at anytime. Tenant shall indicate its intent to exercise this
                   option to Landlord by registered mail.

                   In the event Tenant exercises the said option, then all Terms
                   and Conditions of the Lease, including renewal rights, but
                   excluding the financing of the Leasehold improvements, shall
                   apply to this expansion space.

                   The Term of the Lease for any expansion space shall be
                   co-terminus with the Term of the Lease and any renewal
                   thereof.

SECTION 21         OPTION OF FIRST REFUSAL

                   Notwithstanding the application of the above Section 20
                   (Option to Expand), the Landlord consents to grant to the
                   Tenant the right, at any time during the Term of this Lease
                   or the renewal thereof, of a first refusal right on any
                   available space, at a rate equivalent to that offered by a
                   BONA FIDE third party for such space.

                   The Landlord undertakes to give the Tenant written notice
                   containing all relevant leasing information pertaining to
                   such space. The Tenant shall have FIVE (5) days from receipt
                   thereof to confirm in writing that it elects to exercise its
                   right of first refusal.

                   The present clause shall apply each time any available space
                   becomes available, whether or not the Tenant has exercised
                   the right herein contained.

                   The Term of the Lease for any expansion shall be co-terminus
                   with the Term of the Master Lease and any renewal thereof.



<PAGE>

                                     PAGE 6


SECTION 22         0PTION TO RENEW

                   The Landlord shall grant to the Tenant ONE (1) option to
                   renew the Lease for a further period of FIVE (5) years,
                   commencing June 1st, 2007 and terminating May 31st, 2012, or
                   in any case, 5 years after the beginning of the Term,
                   provided that the Tenant gives to the Landlord written
                   notice, by registered mail, of its intention to exercise this
                   option no less than SIX (6) months prior to the Lease expiry
                   date, failing which, this option to renew will become null
                   and void and of no effect. All terms and conditions as
                   contained in the Lease shall remain the same except for the
                   rental gross rate which shall not exceed FIFTEEN (15) percent
                   of the last preceding yearly gross rate paid by the Tenant.
                   For calculation purposes, this preceding yearly gross rate
                   shall exclude any financing of the Works included in the
                   gross rate by the Landlord but will nevertheless take into
                   account any inducements granted by the Landlord and amortised
                   over the Term of the former Lease.

SECTION 23         OPTION TO CANCEL

                   The Tenant may exercise one lease cancellation option at the
                   end of the FOURTH (4) year of its Lease after having given
                   the Landlord a written advice to that effect at least SIX (6)
                   months before the last day of the Term of the Lease, failing
                   which, the Tenant's right to terminate the Lease shall become
                   null and void and of no effect.

                   In the event that the Lease is terminated in accordance with
                   the foregoing, the Tenant agrees to pay the Landlord a sum
                   corresponding, if applicable, to the remaining non amortized
                   capital portion of the Landlord's contribution to the
                   Tenant's improvements and brokerage fees.

SECTION 24         OPTION ON FUTURE SPACE

                   Throughout the Term of the Lease, and the renewal thereof,
                   the Tenant shall have a right of first occupation of the
                   whole or any divisible part of such new space at the then
                   prevailing and competitive market gross rate and for a term
                   not to exceed the present Term of the Lease or any renewal
                   thereof.

SECTION 25         ARBITRATION

                   If, for any reason relating to the substance and / or
                   interpretation of any Term or Condition the Lease, the
                   Landlord and the Tenant fail to reach a fast agreement, the
                   settlement thereof shall be referred to a Board of three
                   arbitrators, one to be appointed by each of the Landlord and
                   the Tenant and a third arbitrator to be appointed in writing
                   by the first two-named arbitrators; if the Landlord or the
                   Tenant shall refuse or neglect to appoint an arbitrator
                   within TEN (10) days after the other shall have served a
                   written notice upon the party so refusing or neglecting to
                   make such appointment, the arbitrator first appointed shall,
                   at the request of the party appointing him, proceed to decide
                   on the matter as if he were a single arbitrator appointed by
                   both the Landlord and the Tenant for the purpose. If two
                   arbitrators are so appointed within the time prescribed and
                   they do not agree within a period of TEN (10) days from the
                   date of appointment of the second arbitrator upon the
                   appointment of the third arbitrator, then upon the
                   application of either the Landlord or the Tenant, the third
                   arbitrator shall be appointed by a Judge of the Superior
                   Court of Quebec

<PAGE>

                                     PAGE 7

                   sitting in the district of Sherbrooke. The determination by
                   the arbitrators or the majority of them or by the single
                   arbitrator, as the case may be, shall be final and binding
                   upon the Landlord and the Tenant, and their respective
                   successors and assigns.

                   Each party shall pay the fees and expenses of the arbitrator
                   appointed by it and one-half of the fees and expenses of the
                   third arbitrator. The provisions of this section shall be
                   deemed to be a submission to arbitration within the provision
                   of the Civil Code of Quebec and the Code of Civil Procedure
                   of the Province of Quebec.

SECTION 26         EXTERIOR SIGN IDENTIFICATION

                   The Tenant shall have the Landlord's permission to supply and
                   install exterior sign identification, the design and location
                   of which shall be subject to the approval of the Landlord,
                   which approval shall not be unreasonably withheld, and
                   subject to municipal by-laws and regulations.

SECTION 27         MAINTENANCE AND REPAIRS

                   The Tenant shall only be responsible, at its own expense, to
                   maintain and keep the Leased Premises, including all
                   facilities, equipment and services within and exclusive to
                   the rented areas, in such good order and condition as they
                   would be kept by a careful owner, and shall promptly make all
                   the necessary required repairs by the normal use of the
                   Premises and their related electrical or mechanical systems.

                   The Landlord shall be responsible for all latent or
                   structural defects, design or construction defects, or for
                   any repairs due to its own negligence.

                   Notwithstanding anything to the contrary contained in this
                   Lease, if the Leased Premises are rendered untenantable for a
                   period of FIVE (5) consecutive days, by the making of
                   repairs, replacements or additions necessary due to
                   Landlord's actions or inactions, there shall be a
                   proportionate abatement of rent from and after said FIFTH
                   (5th) consecutive business day and continuing for the period
                   of such untenantability.

SECTION 28         DESTRUCTION

                   Provided, and it is hereby expressly agreed, that if and
                   whenever during the Term of the Lease, or any renewal
                   thereof, the Building or the portion of the Building hereby
                   leased shall be destroyed or damaged by fire, lightning or
                   tempest, or any of the other like perils required to be
                   insured against under the provisions of Section 28, then and
                   in every such event:

                   If the damage or destruction, in the opinion of the Tenant,
                   is such that the portion or the whole of the rented premises
                   are rendered unfit for occupancy or unsafe to use and occupy,
                   then notice of such shall be given by the Tenant to the
                   Landlord within three days of the happening of such damage or
                   destruction which will have to be repaired, with prompt and
                   reasonable diligence, within thirty (30) days following
                   reception of the notice by the Landlord and the rent shall
                   abate from the date of the happening of the damage until
                   final and operational restoration of the rented Premises.

<PAGE>

                                     PAGE 8


                   If Landlord, acting reasonably, refuses to repair such damage
                   or destruction, or cannot comply with the above described
                   delay, the Tenant shall then have the right to terminate its
                   Lease at the date of the occurrence of the damage or
                   destruction, or claim from the Landlord an abatement of its
                   rent proportional to the damaged or destructed surface until
                   the whole Premises is re-established in its original and
                   operational capacity.

SECTION 29         INSURANCE

                   The Tenant covenants that nothing will be done or omitted by
                   it whereby any policy shall be cancelled or the Leased
                   Premises rendered uninsurable.

                   The Tenant shall, at its own expense, during the Term of this
                   Lease, take out and keep in force comprehensive public
                   liability and property damage insurance naming the Landlord
                   as an additional insured to the extent indemnified herein
                   against all claims for personal injury, death, or property
                   damage, no matter how occurring in, upon or about the Leased
                   Premises and on, in, or about the adjoining streets or
                   passageways to a limit of not less than FOUR MILLION DOLLARS
                   ($4,000,000) per any one occurrence or claim.

                   The Tenant shall further, at its own expense, during the Term
                   of this Lease take out and keep in force,

                   (i)                "all risks" (including flood and
                                      earthquake) insurance upon property of
                                      every kind and description owned by the
                                      Tenant, or for which the Tenant is legally
                                      liable, or installed by or on behalf of
                                      the Tenant, and which is located within
                                      the Leased Premises, including, without
                                      limitation, telecommunication systems,
                                      furniture, fittings, installations,
                                      alterations, additions, partitions,
                                      fixtures, plate glass, leasehold
                                      improvements and all parts of the Leased
                                      Premises which the Tenant is obligated to
                                      keep in repair under this Lease;


                   (ii)               business interruption insurance in such
                                      equivalent amount as will reimburse the
                                      Tenant for direct or indirect loss of
                                      earnings attributable to all perils
                                      insured against pursuant to this Section
                                      28 and other perils commonly insured
                                      against by prudent tenants operating under
                                      similar circumstances; and

                   (iii)              any other form of insurance as the
                                      Landlord may reasonably require from time
                                      to time in form, in whatever amounts and
                                      for insurance risks against which a
                                      prudent tenant under similar circumstances
                                      would insure.

                   Certificate of insurance shall be delivered to the Landlord
                   as well as evidence of renewal or replacement if any at least
                   THIRTY (30) days prior to the date fixed for cancellation or
                   expiration of any policies. The Tenant shall not materially
                   alter this policy through any endorsement unless he has prior
                   written consent from the Landlord.

                   Such insurance shall be contracted with insurers and in
                   conformity with terms reasonably satisfactory to the Landlord
                   and pursuant to which the

<PAGE>

                                     PAGE 9


                   Landlord shall be named as an additional insured to the
                   extent indemnified herein.

                   The Tenant shall obtain from the insurers under such
                   policies, undertakings to notify the Landlord in writing at
                   least thirty (30) days prior to any cancellation or
                   expiration thereof.

                   Without limiting the foregoing; the Tenant undertakes to
                   insure the portion of the Building where the Leased Premises
                   are located against any damages to or loss, theft, or
                   destruction of the property.

                   Landlord shall keep the Building, including all improvements
                   insured against damage and destruction by fire, earthquake,
                   vandalism, and other perils in the amount of the full
                   replacement value of the Building, as the value may exist
                   from time to time. The insurance shall include an extended
                   coverage endorsement of the kind required by an institutional
                   lender to repair and restore the Building. Landlord shall
                   maintain contractual and comprehensive general liability
                   insurance, including public liability and property damage,
                   with a minimum combined single limit of FOUR MILLION DOLLARS
                   ($ 4,000,000.00) for personal injuries or deaths of persons
                   occurring in or about the Building and Leased Premises.

                   Notwithstanding the foregoing, with respect to liability for
                   fire or explosion, for which the Parties maintain a system of
                   coverage on their respective property, each party hereto
                   waives its rights, and the rights of its subsidiaries and
                   affiliates, to recover from the other party hereto and its
                   subsidiaries and affiliates for loss or damage to such
                   party's building, equipment, improvements and other property
                   of every kind and description resulting from fire, explosion
                   or other cause normally covered in standard broad form
                   property insurance policies. This clause shall survive
                   termination of this Lease.

SECTION 30         LEASE REGISTRATION

                   The Tenant shall have the right to register the Lease (or the
                   accepted Offer to Lease in the absence of a Master Lease)
                   only by presenting a deed which shall constitute a separate
                   document prepared specifically for registration. Such
                   document presented for registration shall not contain any
                   mention of the rental terms or other financial conditions
                   contained in the Lease. Such document shall in all respects
                   be subject to the provisions of the Lease and shall be deemed
                   to incorporate all the provisions of the Lease. The
                   preparation of such document and registration of the same
                   shall be at Tenant's own expense and only after the form and
                   terms of same have been approved by the Landlord.




<PAGE>

                                     PAGE 10


SECTION 31         FORCE MAJEURE

                   Notwithstanding anything to the contrary contained in this
                   Lease, if either party hereto shall be bona fide delayed or
                   hindered in, or prevented hereunder by reason of inability to
                   procure materials or services, failure of power, restrictive
                   governmental laws or regulations, riots, insurrection,
                   rebellion, war, Act of God, or other reason of a like nature,
                   not the fault of the party delayed in performing work or
                   doing acts required under the terms of this Offer to Lease,
                   then performance of such term, covenant, or act shall be
                   excused for the period of the delay, and the period for the
                   performance of any such term, covenant, or act shall be
                   extended for a period equivalent to the period of such delay.

SECTION 32         NOTICE

                   For the purposes hereof, all and any notices shall be sent to
                   the following addresses:

                   In the case of a notice to the Tenant:

                   ACI TELECENTRICS

                   Attention: Mr. Dana Olson, C.O.O.
                   3100 West Lake street, suite 300
                   Minneapolis, Minnesota, U.S.A.
                   55416

                   In the case of a notice to the Landlord:

                   INVESTISSEMENTS RENE ST-PIERRE, LTEE

                   Attention: Mr. Denis Hebert
                   375 rue de Courcelette,
                   Sherbrooke, Quebec, Canada
                   J1H 3X4

SECTION 33         JOINT AND SEVERAL

                   The covenants and obligations of the Tenant and the Landlord,
                   if more than one person or corporation, are hereby declared
                   to be joint and several. The word "Tenant" shall be deemed
                   and taken to mean each and every person or party mentioned as
                   a Tenant or Landlord herein, be it the same one or more; and
                   if there shall be more than one Tenant or Landlord, any
                   notice required or permitted by the terms of this Lease may
                   be given by or to any one thereof, and shall have the same
                   force and effect as if given by or to all thereof.

SECTION 34         TIME OF THE ESSENCE

                   Time shall be of the essence of this Lease and each and every
                   part hereof.


<PAGE>


                                     PAGE 11


SECTION 35         LANGUAGE CONTRACT

                   Tel que convenu par le Locataire et le Bailleur, ce document
                   a ete redige en anglais./As agreed by both the Tenant and the
                   Landlord, this document has been drawn up in English.


SECTION 36         APPENDICES

                   Appendices "A", "B" and "C" and any other accepted appendices
                   to be attached hereto and initialled for identification form
                   an integral part of this Lease.

SECTION 37         COMMISSION

                   The Tenant hereby declares that the sole real estate agent or
                   broker, for the Offer to lease or the resulting Lease is
                   Royal LePage Commercial Inc. The commission payable to Royal
                   LePage Commercial Inc. will be paid by the Landlord. Such
                   commission payable shall also apply to any expansion
                   exercised during the Term of the Lease as per commission
                   agreement.


SECTION 38         ENTIRE AGREEMENT

                   This Lease and the Appendices hereto, and Riders, if any,
                   attached and forming part hereof, set forth all the
                   covenants, promises, agreements, conditions, and
                   understandings between the Landlord and the Tenant concerning
                   the Leased Premises; and there are not covenants, promises,
                   agreements, conditions, or understandings, either oral or
                   written, between them other than are herein set forth. Except
                   as herein otherwise provided, no subsequent alteration,
                   amendment, change, or addition to this Lease shall be binding
                   upon the Landlord or the Tenant unless reduced to writing and
                   signed by them.



<PAGE>

                                     PAGE 12


SECTION 39         ACCEPTANCE

                   Acceptance of this Lease will be deemed to have been made
                   when signed by the Landlord and the Tenant and returned to
                   Royal LePage Commercial Inc.

                   In the meantime, the Terms and Conditions of the existing
                   accepted Offer to Lease, as amended by the Counter-Offer and
                   the Counter-Counter-Offer shall prevail and constitute the
                   equivalent of a legally binding Lease between the Parties.



                   IN WITNESS WHEREOF THE TENANT HAS SIGNED

                   /s/ Dana Olson
                   -------------------------------------------------------------
                   for ACI Telecentrics               Witness

                   /s/ Karen Weaver
                   ----------------
                   Witness

                   This   13   day of April 2000, in Minneapolis
                         ----        -------         -----------
                   City.



                   IN WITNESS WHEREOF THE LANDLORD HAS SIGNED:

                   /s/ Denis Hebert                        (ILLEGIBLE SIGNATURE)
                   -------------------------------------------------------------
                   For: Investissements Rene St-Pierre Ltee         Witness

                   (ILLEGIBLE SIGNATURE)
                   ----------------------------
                   Witness

                   This 11 day of April 2000, in Montreal
                        --        -----          --------
                   City.

<PAGE>




                  APPENDIX "A"

                  FLOOR PLAN(S)

                  ATTACHED:   FLOOR 1

                              FLOOR 2

                              FLOOR 3 (OPTIONAL SPACE)


<PAGE>


                   APPENDIX "B"

                   CONSTRUCTION / IMPROVEMENT WORKS

                   NOTE: THIS APPENDIX "B" IS INTENDED AND ACCEPTED BY THE
                         PARTIES AS BEING AN ESSENTIAL AND INTEGRAL PART OF THE
                         PRESENT LEASE.

                   B.1   Landlord consents to finance the whole value of the
                         Leasehold Improvements attributable (of a non-capital
                         nature) to the Tenant and to amortize such final costs
                         as approved by the Tenant over the Term of the Lease,
                         at eight percent (8%) interest as described above under
                         Construction Works / Leasehold Improvements (Section
                         15)

                         Landlord consents to act as General Contractor (G.C.)
                         for the preparation of Plans, the approval thereof, the
                         costing and implementation of the Works.

                   B.2   Subject to further discussion with the Tenant, and
                         timely approval of Plans and materials by the Tenant,
                         the Landlord wishes to commit itself to the following
                         tentative schedule:

                         PRE-CONDITIONS:

                         o    Tenant agrees that Landlord shall finance and
                              execute all the Works through its fully owned
                              building company (Sherko Construction Inc.) and
                              its architects.

                         o    Tenant provides Landlord with a detailed list of
                              its requirements, (materials, physical and electro
                              / mechanical) by March 10th latest.

                         o    The Works shall be planned and executed on a
                              "Turnkey" basis.



                   B.3    SCHEDULE:                                LATEST DATE:
                   ------------------------------------------------------------
                   Offer to Lease accepted                         March 10th

                   Works cost estimates / approval                 March 13th

                   Preparation of Plans / Approval / Permits       March 24th

                   Works implementation (20 working days)          April 21st

                   NOTE: (First floor to be ready and              (April 14th)
                          operational)





<PAGE>

                   APPENDIX "B" (CONT'D)

                   B.4   NOTE:

                         o    Landlord accepts to provide at its own cost a
                              back-up generator satisfying the Tenant's
                              reasonable requirements.

                         o    Landlord accepts not to charge any management fees
                              for its role as General Contractor.

                         o    Landlord is ready to accelerate construction of
                              the first floor first (15 versus 20 working days),
                              then, the 2nd floor, without impairing ACI's
                              operations on the first floor.

                         o    Any expansion of the Rental Premises in the
                              present building shall be subject to the same
                              Terms and Conditions of this Lease (except for the
                              Term of the Lease) as well as the applicable
                              amortization process and interest rate for any
                              Landlord's contribution toward the Leasehold
                              improvements for such expansions.



                   B.5   CONSTRUCTION / IMPROVEMENT WORKS (AS SUBMITTED BY
                         LANDLORD)

                         Landlord and Tenant have agreed that the costs of the
                         overall Works and Improvements as per approved plans
                         shall not exceed two hundred and fifty thousand dollars
                         (250,000.00$) plus applicable federal and provincial
                         sales taxes.



<PAGE>

                                  APPENDIX "C"

                                  ASHRAE STANDARDS

The Landlord's HVAC (Heating, ventilation and air conditioning) systems shall
have the capacity to respect the following standards:

<TABLE>
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
TEMPERATURES                             Winter:  20-24 degrees C                        ASHRAE MCI Worldcom
                                         Summer:  23-26 degrees C                              55-92
---------------------------------------- -------------------------------------- --------------------------------------
RELATIVE HUMIDITY                        Minimum of 30% at 20 degrees C                  ASHRAE  55-92
                                         Maximum of 60%
---------------------------------------- -------------------------------------- --------------------------------------
EXTERIOR AIR INTAKE                      10 1/sec/pers                                   ASHRAE  62-89
---------------------------------------- -------------------------------------- --------------------------------------
AIR DIFFUSION                            0.15m/s max Winter                              ASHRAE  55-81
                                         0.25m/s max Summer
---------------------------------------- -------------------------------------- --------------------------------------
CARBON BIOXYDE (CO2)                     1000 ppm                                        ASHRAE  62-89
---------------------------------------- -------------------------------------- --------------------------------------
CARBON MONOXYDE (CO)                     9 ppm (8 hours)                                 ASHRAE  62-89
                                         35 ppm (1 hour)
---------------------------------------- -------------------------------------- --------------------------------------
FORMALYDEHYDE (HCHO)                     120 ug/m.cu (ceiling)                           ASHRAE  62-89
---------------------------------------- -------------------------------------- --------------------------------------
OZONE                                    0.05 ppm (continuous)                           ASHRAE  62-89
---------------------------------------- -------------------------------------- --------------------------------------
NITROGEN OXYDE (NOX)                     0.055 ppm   (1 year)                            ASHRAE  62-89
                                         0.4 ppm     (24 hrs)
                                         0.8 ppm     (30 min)
---------------------------------------- -------------------------------------- --------------------------------------
TOTAL PARTICULES                         260 ug/m.cu (24 hrs)                            ASHRAE  62-89
                                         75 ug/m.cu  (1 year)
----------------------------------------------------------------------------------------------------------------------

ABREVIATIONS:

     degrees C:   Celsius degrees

     %:           percentage

     1/sec/pers:  litres per second per person

     m/s:         meter per second

     ppm:         particles per million

     ug/m.cu:     micrograms per cubic meter
----------------------------------------------------------------------------------------------------------------------
</TABLE>