LEASE

    


    THIS
LEASE dated February 29, 2008 is between:

    


    Orca Timber Products Ltd, a
Company duly incorporated under the laws of the Province of British Columbia
under certificate number BC0611731, having a registered and records office
at

    


     ("Landlord")         

    


    AND

    


    ecoPHASER Energy Corp., a
Company duly incorporated under the laws of Canada under certificate number
688135-1, having a registered and records office at 2348 – 666 Burrard Street,
Vancouver, BC

    


     ("Tenant")         

    AND:

    


    EcoTech Waste Management Systems
(1991) Inc. a Company duly incorporated under the laws of the Province of
British Columbia having a registered and records office at 2197 Champlain Drive,
Abbotsford, BC

    


    (“Indemnifier”)         


    BACKGROUND

    


    A.           The
Landlord is the registered owner of a strata unit having the civic address of
#101 - 26633 Gloucester Way, Langley, British Columbia.

    


    B.           The
strata unit is comprised of a building together with an interest in limited
common property and the common property in proportion to the unit entitlement of
the strata lot (the “Premises”);

    


    C.           The
Landlord has agreed to lease to the Tenant the Premises on the terms and
conditions set out below.

    


    AGREEMENTS

    


    For good
and valuable consideration, the receipt and sufficiency of which each party
acknowledges, the parties covenant and agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PART
1.

    DEFINITIONS/SCHEDULES

    


    
      	
              1.1 

            	
              Defined Terms. In this
      Lease:

            


    

    


    
      	
               
      

            	
              (a)

            	
              "Additional
      Rent" means all sums of money to be paid by the Tenant, whether to the
      Landlord or otherwise, under this Lease except Basic
  Rent;

            


    

    


    
      	
               
      

            	
              (b)

            	
              "Affiliate"
      of any of the parties to this Lease means any corporation which is
      Controlled by or which Controls that party or any other corporation
      Controlled by, or which Controls, that corporation, whether the Control be
      direct or indirect;

            


    

    


    
      	
               
      

            	
              (c)

            	
              "Architect"
      means the architect from time to time named by the
    Landlord;

            


    

    


    
      	
               
      

            	
              (d)

            	
              "Basic
      Rent" means the basic rent set out in paragraph
  4.2(a);

            


    

    


    
      	
               
      

            	
              (e)

            	
              "Control"
      "Controls" and "Controlled" includes, without
  limitation:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      right to exercise a majority of the votes which may be cast at a general
      meeting of a corporation,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      right to elect or appoint, directly or indirectly, a majority of the
      directors of a corporation or other persons who have the right to manage
      or supervise the management of the affairs and business of the
      corporation, and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      change in the general partners of a partnership, including the resignation
      of a partner;

            


    

    


    
      	
               
      

            	
              (f)

            	
              "Goods
      and Service Tax" or "G.S.T." means the tax presently levied under Part IX
      of the Excise Tax
      Act of Canada or as may be amended or substituted from time to time
      and includes any sales tax, multi-stage sales tax, value added tax,
      consumption tax or any other tax, levy, duty or assessment levied in lieu
      thereof or in addition thereto from time to
  time;

            


    

    


    
      	
               
      

            	
              (g)

            	
              "Hazardous
      Substance" means any substance which, when released into the Premises any
      part of them, or into the natural environment, is likely to cause, at any
      time, material harm or degradation to the Premises or any part of them, or
      to the natural environment or material risk to human health, and includes,
      without limitation, any flammables, explosives, radioactive materials,
      asbestos, polycholorinatedbiphenyls, chlorofluorocarbons,
      hydrochlorofluorocarbons, urea formaldehyde foam insulation, radon gas,
      chemicals known to cause cancer or other toxicity, pollutants,
      contaminants, hazardous wastes, toxic substances or related materials,
      petroleum and petroleum products, or any substance declared to be
      hazardous or toxic or a pollutant, dangerous good, deleterious substance,
      effluent, hazardous waste or special waste, or words of similar meaning
      under any laws now or enacted in the future, which affect or apply to the
      Premises, the Landlord, the Tenant, or any of
  them;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (h)

            	
              "HVAC
      Costs" means all costs of heating, ventilating, air conditioning and
      humidity control of the Premises and includes, but is not limited to, cost
      of fuel, water, electricity, operation of air distribution and cooling
      equipment, cost of maintenance of facilities and systems related to
      heating, ventilating, air conditioning, humidity control of the Premises,
      labour, materials, non-capital repairs, maintenance, service and other
      such costs, and depreciation (computed in accordance with generally
      accepted accounting principles in the Province of British Columbia) of the
      capital cost of fixtures and equipment used therefor which by their nature
      require periodic replacement or substantial repair or replacement,
      reasonably attributable to the heating, ventilating or air conditioning or
      humidity control of the Premises;

            


    

    


    
      	
               
      

            	
              (i)

            	
              "Landlord"
      means the party described as such above and its successors and
      assigns;

            


    

    


    
      	
               
      

            	
              (j)

            	
              "Lease"
      means this Lease and all its Schedules, as amended from time to
      time;

            


    

    


    
      	
               
      

            	
              (k)

            	
              "Leasehold
      Improvements" means all fixtures, trade fixtures, improvements,
      installations, alterations and additions from time to time made, erected
      or installed by, or on behalf of, the Tenant in or upon the Premises,
      including the Tenant's Work, with the exception of furniture and equipment
      not of the nature of fixtures, but includes all partitions however fixed
      (including floor to ceiling moveable partitions) and includes all
      wall-to-wall carpeting with the exception of carpeting laid over vinyl
      tile or other finished floor and affixed so as to be readily removable
      without damage;

            


    

    


    
      	
               
      

            	
              (l)

            	
              "Mortgage"
      means a mortgage or charge (including a deed of trust and mortgage
      securing bonds and all other indentures supplemental to it) on or in
      respect of the Premises or any part of them, and includes all renewals,
      modifications, consolidations, replacements and
  extensions;

            


    

    


    
      	
               
      

            	
              (m)

            	
              "Mortgagee"
      means the mortgagee or trustee for bondholders, as the case may be, named
      in a Mortgage;

            


    

    


    
      	
               
      

            	
              (n)

            	
              "Operating
      Costs" means the aggregate (without duplication) of all costs and expenses
      incurred by the Landlord or on behalf of the Landlord for the ownership,
      operation, maintenance, repair, replacement and management of the
      Premises, whether contemplated at the time of execution of this Lease or
      otherwise including, without limitation, all costs and expenses
      of:

            


    

    


    
      	
               
      

            	
              (i)

            	
              all
      insurance which the Landlord is obligated to obtain, and any other
      insurance the Landlord or its Mortgagee elects to obtain, in respect of
      any risk or casualty, including public liability, property damage and loss
      of rental income insurance,

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              cleaning,
      painting, janitorial services, including snow and ice removal, garbage and
      waste collection and disposal,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              supervision
      and security systems,

            


    

    


    
      	
               
      

            	
              (iv)

            	
              fees
      and other remuneration payable for operating, maintenance, engineering,
      legal and accounting services, and other consulting and professional
      services, and if those services are performed by individuals employed by
      the Landlord, they will include remuneration of those individuals
      including fringe benefits, unemployment insurance and pension
      plans,

            


    

    


    
      	
               
      

            	
              (v)

            	
              supplies
      and the rental equipment used by the Landlord in maintenance and operating
      services,

            


    

    


    
      	
               
      

            	
              (vi)

            	
              depreciation
      or amortization (computed by the Landlord in accordance with accounting
      principles generally accepted in British Columbia) of furnishings,
      fixtures, equipment, machinery, facilities, systems and property which by
      their nature require periodic or substantial repair or replacement, but
      excluding structural repair or
replacement,

            


    

    


    
      	
               
      

            	
              (vii)

            	
              repairs
      and replacements to, and maintenance of, the Premises including, but not
      limited to, the cost of gardening, landscaping and outdoor area
      maintenance and equipment, maintenance and repair of the roof of the
      Premises and the surface of the exterior walls of the Premises; but
      excluding structural repairs,

            


    

    


    
      	
               
      

            	
              (viii)

            	
              GST
      on goods and services provided by or on behalf of the
      Landlord,

            


    

    


    
      	
               
      

            	
              (ix)

            	
              costs
      otherwise attributable to capital account for improvements, machinery or
      equipment which are intended to reduce Operating
  Costs,

            


    

    


    
      	
               
      

            	
              (x)

            	
              all
      costs incurred in acquiring, installing, operating, maintaining, revising
      repairing, restoring, renewing and replacing any energy conservation, fire
      safety, sprinkler and life safety systems and equipment for the Premises,
      and for effecting any improvements to the Premises made to comply with any
      changes in insurance or legal requirements, including any applicable laws
      or regulations governing, among other things, air pollution, air quality
      and environmental control standards, and for investigating, testing,
      monitoring, controlling, removing, disposing, enclosing, encapsulating or
      abating any Hazardous Substance in, on, under or above the Premises or any
      part thereof which, in the Landlord's opinion, or in the opinion of any
      regulating authority having jurisdiction, is or may be harmful to or
      hazardous to any person or to the Premises or any part thereof,
      and

            


    

    


    
      	
               
      

            	
              (xi)

            	
              license,
      permit and inspection fees, but does not include debt service incurred by
      the Landlord;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (o)

            	
              "Permitted
      Business" means the permitted business described in paragraph
      5.1;

            


    

    


    
      	
               
      

            	
              (p)

            	
              "Prime
      Rate" means the highest annual rate of interest announced at the relevant
      time by the Toronto-Dominion Bank as a reference rate in effect for
      determining interest rates on Canadian dollar commercial loans made by it
      in Canada;

            


    

    


    
      	
               
      

            	
              (q)

            	
              "Rent"
      means Basic Rent and Additional
Rent;

            


    

    


    
      	
               
      

            	
              (r)

            	
              "Security
      Deposit" means the deposit as defined in paragraph
  4.6;

            


    

    


    
      	
               
      

            	
              (s)

            	
              "Taxes"
      means all taxes, rates, duties, levies and assessments whatsoever, whether
      municipal, parliamentary or otherwise, levied, imposed or assessed against
      the Premises or any part of either of them or upon the Landlord in respect
      of them or in respect of the use and occupation of them by any competent
      authority, including, without
limitation:

            


    

    


    
      	
               
      

            	
              (i)

            	
              those
      levied, imposed or assessed for education, schools and local
      improvements,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              all
      costs and expenses (including legal and other professional fees)
      reasonably incurred by the Landlord in good faith in contesting, resisting
      or appealing any taxes, rates, duties, levies or assessments,
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      and all taxes which may in future be levied in lieu of taxes as set out
      above provided such taxes relate to the value of the Premises or any part
      of either of them,

            


    

    


    but
excluding income or profit taxes on the income of the Landlord to the extent
those taxes are not levied in lieu of taxes, rates, duties, levies and
assessments against the Premises or any part of either of them or upon the
Landlord in respect of them;

    


    
      	
               
      

            	
              (t)

            	
              "Tenant's
      Work" means the work to be performed by the Tenant in or upon the Premises
      in accordance with the provisions of Schedule
2;

            


    

    


    
      	
               
      

            	
              (u)

            	
              "Term"
      means the period of time set out in
  paragraph 3.2;

            


    

    


    
      	
               
      

            	
              (v)

            	
              "Unavoidable
      Delay" means a delay in performance of an act or compliance with a
      covenant caused by any event beyond the reasonable control of the party
      obligated to perform or comply, except a delay caused by lack of funds or
      other financial reason.

            


    

    


    
      	
              1.2 

            	
              Schedules.  The
      following Schedules form part of this
Lease:

            


    

    


    SCHEDULE
1 - Legal Description of the Property

    SCHEDULE
2 - Tenant's and Landlord’s Work


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PART
2.

    INTENT

    


    2.1         Net Lease.  The
Tenant will pay to the Landlord duly and punctually all Rent without any
deduction, abatement or set-off whatsoever, it being the intention of the
Landlord and the Tenant that this Lease is to be a completely carefree net lease
to the Landlord.  All expenses, costs, payments and outgoings incurred
in respect of, or relating to, the Premises whether or not referred to in this
Lease, and whether or not within the present contemplation of the Landlord or
the Tenant, will be borne by the Tenant so that Rent will be absolutely net to
the Landlord except as otherwise specifically provided in this
Lease.

    


    PART
3.

    PREMISES,
TERM

    


    3.1         Demise.  The
Landlord leases the Premises to the Tenant for the Term, and the Tenant leases
the Premises from the Landlord, on and subject to the covenants and agreements
contained in this Lease.

    


    3.2         Commencement of
Term.  The Term of this Lease is for five years and will
commence on April 1, 2008.

    


    3.3         Extension of
Term.  If the Term commences on a day other than the first day
of a month, the Term will be extended by the period from the commencement date
of this Lease to and including the last day of the month in which the
commencement date occurs.

    


    3.4         Early
Possession.  The Tenant shall have possession of the Premises
for the purpose of completing the Tenant’s Work commencing March 1, 2008,
however, the Tenant acknowledges that the Landlord will retain possession of the
offices in the upstairs area until April 1, 2008.

    


    PART
4.

    BASIC
RENT AND ADDITIONAL RENT

    


    4.1         Covenant to Pay
Rent.  The Tenant covenants to pay when due Rent and all other
costs and charges payable by it under this Lease.

    


    4.2         Rent, including Basic
Rent.

    


    
      	
               
      

            	
              (a)

            	
              During
      the Term, the Tenant will pay to the Landlord, at the office of the
      Landlord or at such other place in Canada as the Landlord designates from
      time to time in writing, in lawful money of Canada and without deduction,
      set-off or abatement, the aggregate
of:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Basic
      Rent for the first three years of the Term of $7.50 per square foot per
      year plus G.S.T. payable in equal consecutive monthly instalments of
      $5,028.75 each plus G.S.T. in advance on the first day of each calendar
      month;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              Basic
      Rent for the last two years of the Term of $8.00 per square foot per year
      plus G.S.T. payable in equal consecutive monthly instalments of $5,364.00
      each plus G.S.T. in advance on the first day of each calendar
      month;

            


    

    


    
      	
            	
              (iii) 

            	
              Additional
      Rent as specified in paragraph 4.3;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              all
      G.S.T. assessed upon or as a direct result of the payment of Rent under
      this Lease and such G.S.T. will not be considered to be Rent, but the
      Landlord will have the same rights and remedies for non-payment of G.S.T.
      as it has for non-payment of Rent.

            


    

    


    
      	
               
      

            	
              (b)

            	
              All
      Rent will accrue from day to day, and if for any reason it is necessary to
      calculate Rent for less than one year or one month, an appropriate
      adjustment will be made pro rata on a daily basis to compute the Rent for
      that irregular period.

            


    

    


    4.3         Additional Rent

    


    
      	
               
      

            	
              (a)

            	
              In
      each year the Tenant will pay, when due, to the Landlord (or to others, as
      required), as Additional Rent:

            


    

    


    
      	
            	
              (i) 

            	
              all
      Operating Costs as set out in paragraph
4.3(b)B;

            


    

    


    
      	
            	
              (ii) 

            	
              the
      Taxes as set out in paragraph
4.3(b)A;

            


    

    


    
      
        	
              	
                (iii)

              	
                the
      cost of all utilities, including without limitation, electricity, gas,
      other fuel,
      water and telephone, as set out in paragraph
  8.1,

              


      

    

    


    
      	
               
      

            	
              (iv)

            	
              all
      HVAC Costs as set out in paragraph
4.3(b)C;

            


    

    


    
      	
               
      

            	
              (v)

            	
              the
      costs of all utilities as provided in paragraph
  4.3(b)D;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              all
      taxes and assessments against Leasehold Improvements, as set out in
      paragraph 4.3(b)A; and

            


    

    


    
      	
               
      

            	
              (vii)

            	
              all
      other sums of money required under this Lease to be paid to the Landlord
      by the Tenant whether or not designated as Additional Rent other than
      Basic Rent.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      each year the Tenant will pay as Additional Rent, and discharge when they
      become payable as set out in any invoice therefor whether delivered by the
      Landlord or any other authority or
supplier:

            


    

    


    
      	
               
      

            	
              A.

            	
              all
      taxes, rates, duties and assessments and other charges that may be levied,
      rated, charged or assessed against the Leasehold Improvements (including,
      without limitation, trade fixtures) and furniture, equipment or facilities
      of the Tenant on or comprising part of the Premises, and every tax and
      licence fee in respect of every business or activity conducted on or from
      the Premises, or in respect of their use or occupancy by the Tenant and
      every assignee, subtenant, licensee or other person conducting business on
      or from the Premises, whether they are charged by a municipal, provincial,
      federal, school or other body;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              B.

            	
              all
      Operating Costs, whether invoiced by the Landlord to the Tenant or by any
      person who, in accordance with the provisions of this Lease, supplies
      services or goods relating to Operating Costs at the request or for the
      benefit of the Tenant;

            


    

    


    
      	
               
      

            	
              C.

            	
              all
      HVAC Costs, whether invoiced by the Landlord to the Tenant or by any
      person who, in accordance with the provisions of this Lease, supplies
      services or goods relating to the HVAC Costs, at the request or for the
      benefit of the Tenant; and

            


    

    


    
      	
               
      

            	
              D.

            	
              all
      utilities and service charges related to the Premises, whether invoiced by
      the Landlord to the Tenant or directly by any supplier, at the request or
      for the benefit of the Tenant;

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Tenant will indemnify and save harmless the Landlord against payment for
      all losses, costs, charges, expenses and other liabilities arising from
      all the taxes, rates, duties, assessments, licence fees, Operating Costs,
      HVAC Costs and utilities referred to in this paragraph 4.3(b) and all
      amounts which may in the future be levied in lieu of them, and any losses,
      costs, charges and expenses suffered by the Landlord may be recovered by
      the Landlord in the same manner as Rent in
  arrears;

            


    

    


    
      	
               
      

            	
              (d)

            	
              On
      request of the Landlord the Tenant will deliver promptly to the Landlord
      receipts for payment of all amounts set out in paragraph 4.3(a) (unless
      invoiced by and paid directly to the Landlord), which were payable up to 1
      year prior to the request, and will also deliver before the 21st day of
      January in each year to the Landlord if requested, evidence satisfactory
      to the Landlord of payment of all of them for the last preceding calendar
      year.

            


    

    


    
      	
               
      

            	
              (e)

            	
              If
      the Landlord is not provided by the taxing authorities with a separate
      allocation of the Taxes relating to the Premises, the Landlord will make
      the allocation acting reasonably.  If there is a dispute as to
      the method or amount of the allocation, the opinion of an independent
      professional real property tax consultant appointed by the Landlord (whose
      fees will be borne equally by the Landlord and the Tenant) verifying the
      Taxes for the period covered by the certificate will be
      conclusive.  The Landlord will invoice the Tenant for the Taxes
      payable by the Tenant in equal monthly instalments, in advance, based upon
      an estimate of the Taxes for the next succeeding year.  Within
      90 days after the end of each year, the Landlord will make a final
      determination of the Taxes attributable to the Premises for the relevant
      calendar year.  If the amount determined exceeds the sum of the
      instalments paid by the Tenant for the year in question, the Tenant will
      pay to the Landlord, as Additional Rent within 30 days after the date of
      delivery of the statement by the Landlord the excess without interest or,
      if the sum of the instalments paid by the Tenant during the preceding year
      exceed the amounts calculated by the Landlord as due for that year, the
      Landlord will credit the Tenant, without interest, with the amount against
      the next ensuing payments of Taxes due by the Tenant and, if there are no
      ensuing payments, the amount will be paid to the Tenant forthwith, without
      interest.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (f)

            	
              If
      any of the amounts referred to in paragraphs 4.3(a), 4.3(b) or 4.3(c) is
      not paid at the time required under this Lease, it will be collectible as
      Additional Rent with the next instalment of Rent falling due, but nothing
      in this Lease suspends or delays the payment of any amount of money when
      it becomes payable, or limits any other remedy of the
      Landlord.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      Tenant will pay to the Landlord G.S.T. as required under this Lease, and
      if there is no specific provision relating to a payment of G.S.T., the
      following applies:

            


    

    


    
      	
               
      

            	
              (i)

            	
              G.S.T.
      will be paid either at the same time and in the same manner as monthly
      payments of Rent are payable, or at the time the taxing authority in
      respect of G.S.T. requires them to be paid by the Landlord or the Tenant,
      whichever is earlier;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              if
      a specific assessment of G.S.T. is unknown for whatever reason or the
      Landlord has not estimated a monthly payment of G.S.T., under paragraph
      4.3(g)(iii) and any amount of G.S.T. is not paid in accordance with this
      Lease, then the Tenant will pay the amount of G.S.T. to the Landlord
      within 5 business days of receipt of notice from the Landlord specifying
      the amount of the G.S.T;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Landlord will, acting reasonably, estimate the amount of G.S.T. to be paid
      in advance with monthly payments of Rent for the period to which the
      estimate applies; and any necessary adjustment after the period in
      question will be made in the same manner as Taxes.  All G.S.T.
      will be calculated and paid without regard to any input tax credits,
      set-offs, exceptions, exemptions or deductions to which the Landlord is or
      may be entitled.  All payments of G.S.T. will be collectible as
      Additional Rent and the Landlord will have the same rights and remedies
      for nonpayment of G.S.T. as it has for nonpayment of
  Rent.

            


    

    


    
      	
               
      

            	
              (h)

            	
              The
      Landlord estimates that Additional Rent for the first year shall be the
      amount of $3.35 per square foot.

            


    

    


    4.4         Pre-authorized Payment
Plan.  The Tenant, at the request of the Landlord, will
authorize the financial institution at which the Tenant maintains an account to
pay the Landlord and debit the account of the Tenant amounts equal to the
monthly payments for Basic Rent and Additional Rent, as estimated by the
Landlord, such payments to be made on the dates that they accrue due under this
Lease.  The Tenant will instruct the financial institution to transfer
these payments to the account designated by the Landlord from time to time and
the Tenant will pay all service charges incurred as a result of this
pre-authorized payment plan.

    


    4.5         Dispute as to
Costs.  If the Tenant disputes the amount of any monies to be
paid by the Tenant to the Landlord under this Lease, other than Basic Rent, the
certificate of an independent Chartered Accountant appointed by, or acceptable
to, the Landlord to determine the amount will be conclusive and binding on the
Landlord and Tenant.  The costs of obtaining that certificate will be
immediately due and payable by the Tenant if the amount of money payable by the
Tenant for the period, as established in the certificate, is not less than 95%
of the amount claimed by the Landlord.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    4.6         Security
Deposit.  The Tenant will pay to the Landlord upon the
execution of this Lease, a Security Deposit in the amount of $12,918.86, which
will be held without interest, as security for the performance by the Tenant of
all the Tenant's agreements in this Lease.  If at any time during the
Term the Tenant is in default of this Lease, then the Landlord may, at its
option, apply all or any portion of the Security Deposit as may in the
Landlord's reasonable opinion be necessary to compensate it for the breach,
including the Landlord's legal fees and disbursements on a solicitor and own
client basis.  If the Tenant is not in default under this Lease at the
expiry or earlier termination of the Term, then the Security Deposit will be
paid to the Tenant at that time.  If the Landlord does apply all or
any portion of the Security Deposit as compensation for breach of this Lease,
then the Tenant will upon written demand immediately remit to the Landlord a
sufficient amount to restore the Security Deposit to the original sum deposited,
plus any G.S.T. owing in connection with it.  The Landlord may, at any
time, return the Security Deposit to the Tenant rather than apply it to rectify
a breach of this Lease by the Tenant.

    


    PART
5.

    USE
OF PREMISES

    


    5.1         Permitted
Business.  The Tenant will use the Premises solely for the
purpose of conducting the business of power station engineering, design, and
construction of prototypes and the Tenant will not use the Premises or permit
them to be used for any other purpose without the Landlord's prior written
consent.

    


    5.2         Conduct of
Business.  The Tenant will conduct its business in, and use the
whole of the Premises, continuously throughout the Term in an up-to-date, first
class and reputable manner, and, at the request of the Landlord, the Tenant will
immediately discontinue any business practice by the Tenant whether through
advertising, selling procedures or otherwise which, in the opinion of the
Landlord, may harm the business or reputation of the Landlord or reflect
unfavourably on the Premises, or which may confuse, mislead or deceive the
public.

    


    5.3         Name of
Business.  The Tenant will conduct the Permitted Business on or
from the Premises only under the name of ecoPHASER Energy Corp. and will not
change the advertised name of the Permitted Business without the prior written
consent of the Landlord.  The Tenant covenants that it has the
exclusive right to use the name set out above.

    


    5.4         Operations by
Tenant.

    


    
      	
               
      

            	
               (a)

            	
              Without
      limiting the generality of its other obligations under this Lease, the
      Tenant will operate the Premises in a good, efficient and business-like
      manner and will keep the Premises neat and
  clean.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      regard to the use and occupancy of the Premises, the Tenant will at its
      expense:

            


    

    


    
      	
               
      

            	
              (i)

            	
              keep
      the inside and outside of all glass in the doors and windows of the
      Premises and all exterior surfaces of the Premises
  clean,

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              replace
      promptly any cracked or broken glass of the Premises with glass of like
      grade and quality,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              maintain
      the Premises in a clean, orderly and sanitary condition and free of
      insects, rodents, vermin and other
pests,

            


    

    


    
      	
               
      

            	
              (iv)

            	
              keep
      any garbage, trash, rubbish or other refuse in suitable containers within
      the interior of the Premises until removed and remove garbage, trash,
      rubbish or other refuse on a daily
basis,

            


    

    


    
      	
               
      

            	
              (v)

            	
              repaint,
      redecorate and renew the Premises and Leasehold Improvements at reasonable
      intervals designated by the
Landlord,

            


    

    


    
      	
               
      

            	
              (vi)

            	
              keep
      all mechanical apparatus free of vibration and noise which may be
      transmitted beyond the Premises,

            


    

    


    
      	
               
      

            	
              (vii)

            	
              comply
      with all laws, ordinances, rules and regulations of governmental
      authorities concerning or related to the Premises, including without
      limitation, those dealing with the construction, repair, maintenance,
      operation, environmental safety, use and occupancy of the
      Premises,

            


    

    


    
      	
               
      

            	
              (viii)

            	
              light
      the display windows of the Premises and exterior signs and turn the same
      off to the extent required by the
Landlord,

            


    

    


    
      	
               
      

            	
              (ix)

            	
              comply
      with all rules and regulations and policies established by the Landlord
      from time to time which apply to the
Premises,

            


    

    


    
      	
               
      

            	
              (x)

            	
              comply
      with all reasonable requests and demands of the Landlord relating to
      energy conservation in the
Premises,

            


    

    


    
      	
               
      

            	
              (xi)

            	
              refrain
      from use of any objectionable advertising medium such as, without
      limitation, loudspeakers, public address systems, sound amplifiers, or
      broadcasts which are in any manner audible or visible outside of the
      Premises, and

            


    

    
       

    

    
      	
               
      

            	
              (xii)

            	
              comply
      with all regional air care laws for normal acceptable
      emissions.

            


    

    


    PART
6.

    ZONING

    


    6.1         Zoning.  The Tenant
acknowledges that it has conducted its own investigation of the zoning of the
Premises and has satisfied itself that its operations do not and will not
contravene such zoning and the Tenant further acknowledges that it has not
relied upon any representation of the Landlord in respect of the zoning of the
Premises.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PART
7.

    REPAIR

    


    7.1         Landlord's
Repair.  The Landlord will, subject to the Tenant's compliance
with this Lease, receipt by the Landlord of insurance proceeds under its various
policies of insurance in respect of the Premises and the provisions of paragraph
7.4, at all times during the Term, keep the foundations, roof, exterior walls
(excluding glass), structural sub-floors, bearing walls, columns, beams and
other structural elements of the Premises in a reasonable state of repair, as a
prudent owner of reasonably similar premises would do having regard to the size,
age and location of the Premises.  The Landlord also reserves the
right to undertake the items of Tenant's maintenance and repair described in
paragraph 7.2(a), in which case the Tenant will pay the cost of such maintenance
and repair as Additional Rent, immediately upon invoice by the
Landlord.

    


    7.2         Tenant's
Repair.  The Tenant will at its cost, subject to paragraphs 7.1
and 7.4:

    


    
      	
               
      

            	
              (a)

            	
              maintain,
      operate and repair the Premises to the standards of first class premises
      and keep all portions of the Premises in good and substantial repair,
      including all Leasehold Improvements and all furniture, equipment and
      other facilities such as, without limitation, wiring, piping, lighting and
      plumbing fixtures, operating equipment and the plumbing, sprinkler,
      heating ventilating, air conditioning and humidity control systems located
      on, in, under, above or which directly serve the Premises, the front of
      the Premises and all glass and utilities in the Premises, but with the
      exception of other structural elements of the Premises, which the Landlord
      is required to repair;

            


    

    


    
      	
               
      

            	
              (b)

            	
              permit
      the Landlord upon reasonable notice or at any time during an emergency or
      apparent emergency, to enter and examine the state of operation,
      maintenance and repair, and the Landlord may give notice to the Tenant
      requiring that the Tenant perform such maintenance or repair as the
      Landlord may find necessary from such examination and the Tenant will
      immediately effect and pay the cost of such maintenance and repair;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      any part of the Premises becomes damaged or destroyed through the wilful
      act, negligence, or omission of the Tenant or any of its officers,
      employees, customers or other invitees, the Landlord reserves the right to
      conduct all repairs or replacements and to require the Tenant to reimburse
      the Landlord for the cost of repairs or replacement promptly upon
      demand.

            


    

    


    7.3         Abatement of
Rent.  If there is damage to the Premises, which prevents use
of or access to the Premises or the supply of services essential to the Premises
and if the damage is such that the Premises or a part of the Premises is
rendered not reasonably capable of use by the Tenant for the conduct of its
business for a period of time exceeding 10 consecutive days,

    


    
      	
               
      

            	
              (a)

            	
              unless
      the damage was caused by the negligence of the Tenant or an assignee,
      subtenant, concessionaire, licensee or an officer, employee, customer or
      other invitee of any of them, the Basic Rent for the period beginning on
      the occurrence of the damage until at least a substantial part of the
      Premises is again reasonably capable of use and occupancy for the purpose
      aforesaid will abate in the proportion that the area of the part of the
      Premises rendered not reasonably capable of use by the Tenant for the
      conduct of its business bears to the Rentable Area of the Premises, but
      not exceeding the amount of rental income insurance proceeds received by
      the Landlord for the period;
and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              unless
      this Lease is terminated under paragraph 7.4, the Landlord or the Tenant
      or both, as the case may be (according to the nature of the damage and
      their respective obligations to repair), will repair the damage with all
      reasonable diligence, but any abatement of Basic Rent to which the Tenant
      is entitled under this paragraph will not extend beyond the date by which,
      in the reasonable opinion of the Landlord, the Tenant should have
      completed its repairs with reasonable
diligence.

            


    

    


    7.4         Termination in Event of
Damage.

    


    
      	
               
      

            	
              (a)

            	
              The
      Landlord, by written notice to the Tenant given within 60 days of the
      occurrence of damage to the Premises, may terminate this
      Lease:

            


    

    


    
      	
               
      

            	
              (i)

            	
              if
      the Premises are damaged by any cause and in the reasonable opinion of the
      Landlord either cannot be repaired or rebuilt with reasonable diligence
      within 180 days after the occurrence of the damage or the cost of
      repairing or rebuilding it would exceed by more than $100,000 the proceeds
      of the Landlord's insurance available for that purpose,
  or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              if
      the Premises are damaged by any cause and the damage is such that the
      Premises or a substantial part of the Premises are rendered not reasonably
      capable of use by the Tenant for the conduct of its business and in the
      reasonable opinion of the Landlord cannot be repaired or rebuilt with
      reasonable diligence by 6 months before the end of the
      Term.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Tenant, by written notice to the Landlord given within 60 days of the
      occurrence of the damage, may terminate this Lease if the Premises is
      damaged by any cause and the damage is such that the Premises or a
      substantial part of the Premises is rendered not reasonably capable of use
      by the Tenant for the conduct of its business and in the reasonable
      opinion of the Landlord cannot be repaired or rebuilt with reasonable
      diligence by 6 months before the end of the
  Term.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      this Lease is terminated under either (a) or (b) above, the Tenant will
      not be bound to repair as provided in paragraph 7.2, and the Tenant will
      deliver up possession of the Premises to the Landlord with reasonable
      speed but in any event within 15 days after the giving of the notice
      of termination, and all Rent will be apportioned and paid to the date on
      which possession is delivered up, subject to any abatement to which the
      Tenant may be entitled under paragraph 7.3, but otherwise the Tenant will
      repair the damage with all reasonable diligence and, without limiting the
      foregoing, the Tenant will restore or reconstruct all Tenant's
      Work.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    7.5         Certificate of
Architect.  If the Premises are damaged and there is a dispute
as to the length of time required to repair or rebuild the Premises or restore
any part of the Premises, or as to the cost of repairing or rebuild the
Premises, or as to whether the Premises or a substantial part of the Premises
are rendered not reasonably capable of use by the Tenant for the conduct of its
business or have once again become capable of such use, the dispute will be
settled, at the cost of the Tenant, by the Architect and his certificate will be
conclusive.

    


    7.6         Diligence and
Quality.  All repairs to be done by or the Tenant will be
commenced as soon as reasonably practicable and completed diligently and in a
good and workmanlike manner.

    


    7.7         Landlord's
Approval.

    


    
      	
               
      

            	
              (a)

            	
              Before
      commencing any repairs, replacements, maintenance, alteration, decoration
      or improvements set out above, or elsewhere referred to in this Lease,
      which are reasonably estimated by the Tenant to cost in excess of $5,000
      the Tenant will obtain the Landlord's written approval and will, if
      reasonably required by the Landlord to do so, submit plans and
      specifications therefor or, if requested by the Landlord, permit the
      Landlord to effect the repair, replacement, maintenance, alteration,
      decoration or improvement, at the Tenant's
cost.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Tenant will not in any event make any alterations to the structure of any
      portion of the Premises or to exterior walls the Premises without the
      prior written consent of the
Landlord.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Tenant will supply the Landlord with copies of all plans prepared for the
      Tenant for any work done to the
Premises.

            


    

    


    
      	
               
      

            	
              (d)

            	
              To
      the extent the repairs to be made by the Tenant are covered by the
      Tenant's insurance placed under paragraph 10.2, the release of those funds
      will be governed by the provisions of paragraph
  10.4.

            


    

    


    7.8         Landlord's Right to do Tenant's
Repair.  If the Tenant refuses or neglects to repair, maintain,
restore or replace properly as required under this Part and to the reasonable
satisfaction of the Landlord, the Landlord may make such repairs, restoration or
replacements without liability to the Tenant (including for the Landlord's
negligence and the negligence of other parties for whom the Landlord is
responsible in law) for any loss or damage that may accrue to the Tenant's
merchandise, Leasehold Improvements, or other property or to the Tenant's
business by reason thereof, and upon completion thereof, the Tenant will pay the
Landlord's actual reasonable costs in the circumstances plus 15% of such costs,
for making such repairs, restoration or replacements immediately upon
presentation of an invoice for such costs.

    


    PART
8.

    UTILITIES
AND SERVICES - PREMISES

    


    8.1         Limitation of
Liability.  The Landlord will not be liable to the Tenant in
damages or otherwise for an interruption or failure in the supply of utilities
or services to the Premises but the Landlord will, at the Tenant's cost,
cooperate with the Tenant to secure the re-supply of an interrupted or failed
utility or service.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    8.2         Tenant not to Overload Utility and
Service Facilities.  The Tenant will not install equipment that
will exceed or overload the capacity of utility or service facilities and if, in
the opinion of the Landlord, equipment installed by the Tenant requires
additional facilities, they will be installed at the Tenant's expense in
accordance with plans and specifications approved by the Landlord prior to
installation.  The Landlord reserves the right to install such
additional equipment at the Tenant's expense, which will not exceed 15% of the
cost of the additional equipment.

    


    PART
9.

    SUBORDINATION,
ATTORNMENT AND STATUS STATEMENT BY TENANT

    


    9.1         Subordination and
Attornment.

    


    
      	
               
      

            	
              (a)

            	
              This
      Lease is subordinate to every Mortgage and the Tenant will subordinate
      this Lease to every Mortgage that comes into being after the date of this
      Lease and execute promptly and in registrable form a document in
      confirmation of the subordination if requested by the Landlord, in which
      the Tenant also will agree with the Mortgagee that if the Mortgagee
      becomes a mortgagee in possession or takes action to realize the security
      of the Mortgage the Tenant will attorn to the Mortgagee as a tenant upon
      all the terms of this Lease, but only if the Mortgagee agrees in writing
      to accept the attornment and permit the Tenant, if not in default, to
      continue in occupation of the Premises until this Lease is terminated by
      the passage of time or by action taken because of a default of the
      Tenant.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Tenant appoints the Landlord its agent or attorney (at the Landlord's
      option) to execute the documents referred to in (a) above as agent or
      attorney of the Tenant and if, following 10 days' notice to do so, the
      Tenant fails to execute any of them, the Landlord may terminate this
      Lease.

            


    

    


    9.2         Status
Statement.  At any time and from time to time within 10 days
after a written request by the Landlord, the Tenant will execute, acknowledge
and deliver to the Landlord or an assignee, Mortgagee, proposed purchaser or
other person as the Landlord designates, a certificate in a form and content
reasonably requested by the Landlord to include, without limitation, statements
that:

    


    
      	
               
      

            	
              (a)

            	
              this
      Lease is unmodified and in force in accordance with its terms (or if there
      have been modifications, that this Lease is in force as modified, and
      identifying the modifications, or if this Lease is not in force, that it
      is not) and that the Tenant is in possession of the
    Premises;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      commencement date and expiry date of this
Lease;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      date to which Rent has been paid with particulars of any prepayment of
      Rent;

            


    

    


    
      	
               
      

            	
              (d)

            	
              whether
      or not there is an existing default by the Tenant in the payment of Rent
      or any other sum of money under this Lease, and whether or not there is
      any other existing default by any party under this Lease concerning which
      a notice of default has been given, and if there is any, specifying its
      nature and extent; and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (e)

            	
              whether
      or not there are any set-offs, defences or counterclaims against the
      enforcement of the obligations of the Tenant under this
    Lease.

            


    

    


    PART
10.

    INSURANCE
AND INDEMNITY

    


    10.1       Landlord's
Insurance.  The Landlord will take out and keep in
force:

    


    
      	
               
      

            	
              (a)

            	
              all
      risks, property insurance on the Premises and comprehensive boiler and
      machinery insurance on the equipment contained in the Premises and owned
      by the Landlord (excluding any property required to be insured by the
      Tenant), which insurance will be endorsed to cover the gross rental value
      of the Premises, all in such reasonable amounts and with reasonable
      deductibles as determined by the Landlord, having regard to the size, age
      and location of the Premises;

            


    

    


    
      	
               
      

            	
              (b)

            	
              commercial
      general liability insurance concerning the Landlord's ownership and use of
      the Premises in such amounts and with such deductibles as the Landlord
      determines, having regard to the size, age and location of the Premises;
      and

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    The cost
of insurance obtained under paragraph 10.1 will be included in Operating
Costs.  In spite of any contribution by the Tenant to the cost of the
Landlord's insurance and the Landlord's covenants under paragraph 10.1, the
Tenant is not relieved of any liability arising from or contributed to by its
acts, fault, negligence or omissions and no insurable interest is conferred on
the Tenant under any policies of insurance carried by the Landlord nor does the
Tenant have a right to receive any proceeds thereunder.

    


    10.2       Tenant's
Insurance.  The Tenant, at its expense, will maintain,
throughout the Term and any period when it is in possession of all or any
portion of the Premises, the insurance ("Insurance") described in this paragraph
10.2.  The Tenant will cause each insurance policy to be (i) primary,
non-contributing with, and not excess of, any other insurance available to the
Landlord or the Mortgagee, (ii) contain a prohibition against cancellation or
material change that reduces or restricts the Insurance (except on 30 days'
prior written notice to the Landlord), (iii) in those instances in which the
Landlord and the Mortgagee are insureds, contain a waiver in respect of the
interests of the Landlord and the Mortgagee of any provision in any such
insurance policies concerning any breach or violation of any warranties,
representations or conditions in such policies, and (iv) be in a form and with
insurers satisfactory to the Landlord and the Mortgagee.  The
Insurance is as follows:

    


    
      	
               
      

            	
              (a)

            	
              all
      risks (including flood and earthquake) property insurance on the Tenant's
      insurable property including, without limitation, merchandise, furniture,
      fixtures and Leasehold Improvements, to the full replacement value
      thereof, on a stated amount coinsurance basis, with a deductible as may be
      approved by the Landlord;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              broad
      comprehensive boiler and machinery insurance on all objects owned or
      operated by the Tenant or others on behalf of the Tenant in the Premises
      with deductibles not exceeding
$1,000;

            


    

    


    
      	
               
      

            	
              (c)

            	
              business
      interruption insurance providing coverage for 12 months loss of insurable
      gross earnings or profits including coverage not in excess of 2 weeks
      while access to the Premises is prohibited by order of governmental
      authority as a direct result of damage to neighbouring premises by a peril
      insured against;

            


    

    


    
      	
               
      

            	
              (d)

            	
              commercial
      general liability insurance concerning the Premises and the business
      conducted by the Tenant and any other persons in or from the Premises with
      inclusive limits of $3,000,000.00 per occurrence. This insurance will
      include, without limitation, owners' protective, products, completed
      operations, intentional acts to protect persons or property, personal
      injury, contingent employers' liability, and occurrence property
      damage.  It will name the Landlord and the Mortgagee as
      additional insureds and will contain cross liability and severability of
      interests provisions;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Tenant's
      legal liability insurance for the actual cash value of the Premises,
      including loss of use;

            


    

    


    
      	
               
      

            	
              (f)

            	
              non-owned
      automobile insurance, including contractual liability (S.E.F. No. 96) and,
      on an owner's form, covering all licensed vehicles operated by or on
      behalf of the Tenant, each with inclusive limits of not less than
      $1,000,000; and

            


    

    


    
      	
               
      

            	
              (g)

            	
              any
      other form of insurance and with whatever higher limits that the Landlord
      or the Mortgagee reasonably requires from time to
  time.

            


    

    


    
      10.3       Waiver of Subrogation,
Cross-Liability, Co-Insurance.  Any policy of insurance under
paragraph 10.2(a), (b) and (c) will:

    

    


    
      	
               
      

            	
              (a)

            	
              name
      the Landlord as a loss payee and contain a waiver of subrogation against
      the Landlord and its employees and agents or the Mortgagee, whether the
      loss or damage is caused by the fault, default, act, omission or
      negligence of the Landlord or those for whom the Landlord is in law
      responsible;

            


    

    


    
      	
               
      

            	
              (b)

            	
              except
      concerning the Tenant's stock-in-trade, and furniture, incorporate the
      standard mortgage clause of the
Mortgagee;

            


    

    


    
      	
               
      

            	
              (c)

            	
              cover
      all property owned by the Tenant or for which the Tenant is legally
      liable, located within the Premises, including, without limitation, the
      Tenant's Work and the Leasehold Improvements, in an amount not less than
      the full replacement cost thereof, including by-laws extension, which will
      be reviewed at least annually by the Tenant and will be subject to the
      approval of the Landlord.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    10.4       Proceeds of Tenant's
Insurance.  The proceeds of Insurance under paragraph 10.2 will
be and are assigned and made payable to the Landlord. To the extent that they
pertain to damage or destruction to the property of the Landlord, they will be
released to the Tenant (if the Tenant is not in default of this Lease) upon the
Tenant's written request, in progress payments, at stages determined by the
Architect, upon receipt by the Landlord of a certificate from the Architect
stating that repairs to each stage of the Premises have been satisfactorily
completed, free of liens, by the Tenant, but if the Tenant defaults in making
such repairs and if the Landlord, at the Landlord's option, performs such
repairs, the proceeds may, without limiting the Landlord's rights under this
Lease be applied by the Landlord to the costs thereof, plus a further 15% of
such costs, representing the Landlord's overhead.  If this Lease is
terminated in accordance with the provisions of paragraph 7.4, the Tenant will
be entitled solely to those proceeds of insurance which represent the value of
its stock-in-trade or other items it is entitled to remove at the expiration of
the Term, and not to the extent of the value of Leasehold
Improvements.

    


    10.5       No Alienation of
Proceeds.  Except as provided in this Lease, the Tenant will
not assign or otherwise alienate any proceeds of insurance.

    


    10.6       Landlord's Right to Insure for
Tenant.  If the Tenant fails to take out or keep in force any
such Insurance, the Landlord will on not less than 48 hours' written notice to
the Tenant have the right, but not the obligation, to do so and to pay the
premium therefor and in such event the Tenant will repay to the Landlord the
amount so paid by the Landlord as Additional Rent, payable on the first day of
the next month following the payment by the Landlord, but if the Tenant cures
that failure the Landlord will secure cancellation of the insurance taken out by
the Landlord at the Tenant's cost.

    


    10.7       Limitation of
Liability.  The Landlord will not be liable to the Tenant in
respect of any loss, injury or damage to the Tenant or any other person for any
loss, injury or damage arising from or out of any occurrence in, upon, at or
relating to the Premises or any part thereof or any loss or damage to property
(including loss of use thereof) of the Tenant or any other person located in the
Premises, howsoever caused and whether or not any injury, loss, or damage
results from any fault, default, negligence, act or omission of the Landlord, or
its agents, servants, employees or any other person for whom the Landlord is in
law responsible.  Without limiting the generality of the foregoing,
the Landlord is not liable for death, injury, loss or damage of or to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water, rain or snow or leaks from any part of the Premises or from
the pipes, appliances or plumbing works or from the roof, street or sub-surface
or from any other place or by dampness or by any other cause of any
kind.  The intent of this paragraph is that the Tenant and any persons
having business with the Tenant is to look solely to the Tenant's insurers to
satisfy any claims which may arise on account of injury, loss or damage to the
Tenant or any other person or to the property of the Tenant or of any other
person, irrespective of the cause.

    


    10.8       Indemnification of
Landlord.  The Tenant will indemnify the Landlord and save it
harmless from and against all claims, actions, damages, liabilities, costs and
expenses in connection with loss of life, personal injury or damage to property
arising from any occurrence on the Premises, or the occupancy or use of the
Premises, or occasioned wholly or in part by an act or omission of the Tenant,
its officers, employees, agents, customers, contractors or other invitees,
licensees or concessionaires or by anyone permitted by the Tenant to be on the
Premises.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    10.9       Tenant's Contractor's
Insurance.  The Tenant will require any contractor performing
work on the Premises to carry and maintain, at no expense to the Landlord,
comprehensive general liability insurance and other insurance in amounts and on
terms reasonably determined by the Landlord and provide the Landlord with
satisfactory proof of that insurance from time to time.

     

    10.10     Acts Conflict With or Increase
Insurance.

    


    
      	
               
      

            	
              (a)

            	
              The
      Tenant will not do, or omit to do, anything, or keep, use, sell or offer
      for sale on or from the Premises anything that may contravene any of the
      Landlord's policies of insurance relating to any part of the Premises, or
      which will prevent the Landlord from procuring policies of insurance with
      companies acceptable to the Landlord.  The Tenant will pay all
      increases in premiums for any insurance carried by the Landlord insuring
      any part of the Premises, resulting from the type of merchandise sold on
      or from the Premises, or anything done or omitted to be done on the
      Premises, whether or not the Landlord has consented to them.  In
      determining whether increased premiums result from any of those causes, a
      schedule issued by the organization making the insurance rate on the
      Premises showing the various components of the rate will be conclusive
      evidence of the several items and charges which make up the insurance
      rates relating to the Premises.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the use or occupancy of the Premises causes an increase of premium for any
      of the policies insuring the Premises above the rate applicable for the
      least hazardous type of use or occupancy legally permitted in the
      Premises, the Tenant will pay the amount of the increase.  Bills
      for the increases and additional payments may be rendered by the Landlord
      to the Tenant when the Landlord elects, and will be payable by the Tenant
      when rendered.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Tenant will not do or permit to be done, or omit to do or permit another
      person to omit to be done, any act which may render void or voidable, or
      which may conflict with, the requirements of any policy or policies of
      insurance relative to the Premises, including any regulations of fire
      insurance underwriters applicable to such policy or
    policies.

            


    

    


    10.11    Cancellation of
Insurance.  If any insurance policy on the Premises or any part
of it is cancelled, or threatened by the insurer to be cancelled, or the
coverage is reduced or threatened to be reduced by the insurer, because of the
use or occupation of the Premises, and if the Tenant fails to remedy the
condition giving rise to cancellation, threatened cancellation, reduction or
threatened reduction of coverage within 48 hours after notice from the Landlord,
the Landlord may either:

    


    
      	
               
      

            	
              (a)

            	
              re-enter
      the Premises and Part 15 will
apply;

            


    

    


    
      	
               
      

            	
              (b)

            	
              enter
      the Premises and remedy that condition, and the Tenant will pay to the
      Landlord the cost of doing so on demand as Additional Rent, and the
      Landlord will not be liable for damage or injury caused to property of the
      Tenant or others located on the Premises as a result of the entry or
      remedy; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              terminate
      this Lease.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    10.12     Tenant's Property at its
Risk.  All property of the Tenant kept or stored in the
Premises is at the risk of the Tenant.

    


    10.13     Survival.  The
provisions of paragraph 10.8 will survive the expiration or sooner termination
of the Term.

    


    PART
11.

    ASSIGNMENT
AND SUBLETTING

    


    11.1       Landlord's
Consent.  The Tenant will not assign, mortgage, charge or
encumber this Lease, in whole or in part, nor sublease all or any part of the
Premises or permit them to be used or occupied by any other person (collectively
"Transfer"), without the prior written consent of the Landlord, which consent
may be unreasonably withheld or delayed.  If at any time it becomes
unlawful for the Landlord to unreasonably withhold or delay consent to a
Transfer, then the provisions of paragraph 11.2 will apply.  Any
Transfer made in violation of this Part 11 will be void.

    


    11.2       Standards for
Consent.  Without limiting the other instances in which it may
be reasonable for the Landlord to withhold its consent to a Transfer, and
without derogating from the Landlord's right to terminate this Lease, as
provided in paragraph 11.6, it will be fair and reasonable for the Landlord to
withhold its consent or impose conditions to its consent in any of the following
instances:

    


    
      	
               
      

            	
              (a)

            	
              if
      the Landlord determines that the financial condition of the proposed
      assignee, subtenant or occupant (collectively "Transferee") or any
      indemnifier of a Transferee is or may become insufficient to support all
      of the financial and other obligations of the Tenant under this
      Lease;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      the use to which the Premises will be put by the proposed Transferee is
      inconsistent with the terms of this Lease or will materially or adversely
      affect any legitimate interest of the
Landlord;

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      the business reputation or character of the proposed Transferee or any of
      its affiliates is not reasonably acceptable to the
    Landlord;

            


    

    


    
      	
               
      

            	
              (d)

            	
              if,
      at the time of the proposed
Transfer,

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Tenant is in default (or would be in default with the giving of notice by
      the Landlord and the expiration of any applicable cure period) under this
      Lease, and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Landlord has not received assurances acceptable to the Landlord, in its
      sole discretion, that any past due amounts owing from the Tenant to the
      Landlord will be paid and any other defaults on the part of the Tenant
      will be cured prior to the effectiveness of the proposed
      Transfer;

            


    

    


    
      	
               
      

            	
              (e)

            	
              if
      the Transfer will result in a division of the
  Premises;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (f)

            	
              if
      the Transfer is not approved by any Mortgagee having the right to approve
      such Transfer; or

            


    

    


    
      	
               
      

            	
              (g)

            	
              if
      the Tenant has not received a bona fide, written offer to take an
      assignment or a sublease or has not supplied a copy of such offer to the
      Landlord at the time of requesting consent to a
  Transfer.

            


    

    


    11.3       Terms and Conditions of
Transfer.  The following terms and conditions apply in respect
of any Transfer:

    


    
      	
               
      

            	
              (a)

            	
              the
      Landlord's consent to a Transfer, if granted, will not constitute a waiver
      of the requirement for the Tenant to obtain the Landlord's prior written
      consent to any subsequent Transfer;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Landlord may impose additional conditions on any Transfer which the
      Landlord considers advisable, which may include further restrictions on
      the use of the Premises or any part, the inclusion in this Lease of any
      provisions of the Landlord's then standard form lease, the rescission of
      any special rights granted to the Tenant under this Lease such as, without
      limitation, options to renew or extend the Term, rights of first refusal
      to lease and restrictive covenants;

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      the Landlord consents to a proposed Transfer, the Landlord will have the
      right to approve the form of the
Transfer;

            


    

    


    
      	
               
      

            	
              (d)

            	
              in
      spite of any Transfer, the Tenant will remain fully liable for and will
      not be released from the performance of each and every one of the
      obligations of the Tenant under this Lease for the balance of the Term and
      any renewal term, whether exercised by the Tenant or the Transferee.
      Without limitation, the foregoing applies whether or not the Transferee is
      in default of this Lease and whether or not this Lease is assigned by a
      trustee in bankruptcy of the Transferee. The Tenant is not relieved of
      liability for any breach of this Lease, whether occurring before or after
      the Transfer; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              any
      Transfer will provide that the Transferee has the rights and is subject to
      the obligations, of the Tenant under this Lease, except as it may be
      amended by the terms of the
consent.

            


    

    


    11.4       Documentation for
Transfer.  The Tenant will promptly execute and the Tenant will
cause the Transferee to promptly execute such agreements and documents as are
necessary, in the opinion of the Landlord, to complete the
Transfer.  No assignment will be made other than to a Transferee which
undertakes to perform and observe the obligations of the Tenant under this Lease
by entering into an assumption agreement directly with the
Landlord.  The Tenant will pay to the Landlord its reasonable expenses
arising out of the request for consent to a Transfer and for the change in
possession of the Premises, including, but not limited to, legal and other
professional fees and costs incurred in connection with the negotiation, review,
processing and completion of the Transfer.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    11.5       Excess Consideration on
Transfer.  If the Tenant completes a Transfer which requires
the Transferee to pay rent or other consideration, in any other form, to the
Tenant in excess of the Rent payable by the Tenant under this Lease, the Tenant
will, upon any such excess payments being received, pay to the Landlord 50% of
those excess payments. In calculating the amount of excess payments by the
Transferee to the Tenant, an appropriate adjustment will be made to account for
any financial inducements and expenses paid by the Tenant to or for the benefit
of the Transferee, at any time, with the intent that the Tenant's true costs of
installing the Transferee are deducted before assessing the Landlord's 50%
entitlement to any excess payments.  The Tenant will immediately upon
demand make available its books and records so as to enable the Landlord to
verify the receipt or the amount of such consideration.

    


    11.6       Assignment by Operation of
Law.  The prohibition against Transfer without the consent
required by this Part 11 will be construed to include a prohibition against any
Transfer by operation of law.

    


    11.7       Acceptance of
Rent.  If this Lease, or any part of it, is assigned, or if all
or part of the Premises is sublet or occupied by any party other than the
Tenant, in any case without the consent of the Landlord, the Landlord may
collect Rent from the assignee, subtenant or occupant, and apply the net amount
collected to the Rent reserved in this Lease, but the assignment, sublease,
occupancy or collection will not be considered a waiver of this covenant, or the
acceptance of the assignee, subtenant or occupant as Tenant.

    


    11.8       No Advertising.  The
Tenant will not advertise the whole or any part of the Premises for lease nor
permit any agent or broker to do so, unless the prior written approval of the
Landlord has been received.

    


    11.9       Corporate
Ownership.

    


    
      	
               
      

            	
              (a)

            	
              If
      after the date of execution of this Lease shares either of the Tenant or
      of an Affiliate of the Tenant which Controls the Tenant are transferred or
      disposed of by operation of law or otherwise, or issued or redeemed, so as
      to result in a change in the Control of the Tenant from the person or
      persons holding Control on the date of execution of this Lease or if other
      steps are taken to accomplish a change of Control, the Tenant will
      promptly notify the Landlord in writing of the change, which will be
      considered to be an assignment of this Lease to which this Part 11
      applies; and whether or not the Tenant notifies the Landlord, the Landlord
      may terminate this Lease within 60 days after the Landlord becomes aware
      of the change unless the Landlord previously had consented to the
      change.  Any subsequent of change of Control will similarly be
      subject to the prior written consent of the Landlord.  The
      Tenant will make available to the Landlord or its lawful representative
      all corporate books and records of the Tenant and of any Affiliate of the
      Tenant for inspection at all reasonable times, to ascertain to the extent
      possible whether there has been a change in
  Control.

            


    

    


    
      	
            	
              (b) 

            	
              Paragraph
      11.9(a) will not apply to the Tenant
if:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Tenant is a public corporation whose shares are listed for sale on a
      recognized stock exchange in Canada,
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Tenant is a private corporation which is Controlled by a public
      corporation as defined in paragraph (i),


            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    so long as in each of the
foregoing provisions there continues to be a continuity of management policies
and practices of the Tenant, in spite of any such change in
Control.

     

    11.10     Time to Complete
Transfer.  If the Landlord consents to a Transfer, the Tenant
will have a period of 60 days thereafter to complete the Transfer, and failing
which, the Landlord's consent, at the Landlord's option, will be null and
void.

    


    11.11     Remedy of the
Tenant.  The Landlord will have no liability in connection with
any claims of any kind by the Tenant or others as a result of the Landlord's
withholding or delay of consent to any Transfer and the Tenant's (or any other
person's) only remedy in respect of the Landlord's withholding or delay of
consent will be to bring an application for a declaration that such transaction
should be allowed.

    


    11.12     Assignment by
Landlord.  If the Landlord sells or otherwise transfers an
interest in the Premises or in this Lease, in whole or in part, to the extent
that the purchaser or other party is responsible for compliance with the
obligations of the Landlord under this Lease, the Landlord without further
written agreement will be released from all of its obligations in this
Lease.

    


    PART
12.

    WASTE
AND GOVERNMENTAL REGULATIONS

    


    12.1       Waste or
Nuisance.  The Tenant covenants to conduct their activities in
a lawful manner.

    


    12.2       Governmental and Insurance
Underwriters' Regulations.

    


    
      	
               
      

            	
              (a)

            	
              The
      Tenant, at the Tenant's cost, will comply with the applicable requirements
      of all municipal, provincial, federal and other governmental authorities
      now in force or which may hereafter be in force, including without
      limitation, all laws and regulations pertaining to the use, possession,
      control, removal, disposal and abatement of Hazardous Substances and all
      other laws and regulations pertaining to the Tenant's occupancy or use of
      the Premises and will observe in any occupancy and use of the Premises all
      municipal by-laws and provincial and federal statutes and regulations now
      in force or which may hereafter be in force, and will comply with all
      regulations made by fire insurance underwriters.  The provisions
      of this paragraph 12.2(a) will survive the expiration or earlier
      termination of this Lease.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Landlord may enter the Premises at any time or times, with as little
      interference to the conduct of the Tenant's business as is reasonably
      possible, to enable the Landlord to comply with any municipal by-law or
      provincial statute now or in the future applicable to the Premises whether
      or not the application of the by-law or statute to the Premises results
      from an act or omission of the Landlord or any other
    person.

            


    

    


    
      	
               
      

            	
              (c)

            	
              If
      the Tenant has knowledge, or has reasonable cause to believe that any
      Hazardous Substance has come to be located on, under or about the
      Premises, the Tenant will, upon discovery of the presence or suspected
      presence of any Hazardous Substance, give written notice of that condition
      to the Landlord.  Failure to provide written notice will be a
      default, permitting the Landlord to terminate this Lease
      immediately.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (d)

            	
              If
      the Landlord, in its sole discretion, believes that the Premises or the
      environment have become contaminated with any Hazardous Substance, the
      Landlord, in addition to its other rights under this Lease, may enter upon
      the Premises and obtain samples from the Premises and under the Premises,
      for the purpose of analyzing the same to determine whether and to what
      extent the Premises or the environment have become so
      contaminated.  To the extent that contamination is found and
      that such contamination was caused by the Tenant, the Tenant will
      reimburse the Landlord for the costs of such inspection, sampling and
      analysis.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Without
      limiting the above, the Tenant will indemnify and save harmless the
      Landlord from and against any and all claims, losses, liabilities,
      damages, costs and expenses, including without limitation, legal fees and
      costs on a solicitor and own client basis, arising out of or in any way
      connected with the use, manufacture, storage, or disposal of Hazardous
      Substances by the Tenant, its agents or contractors, on, under or about
      the Premises including, without limitation, the cost of any required or
      necessary repair, cleanup or detoxification and the preparation of any
      closure or other required plans in connection with this
      Lease.  The indemnity obligations of the Tenant under this
      paragraph will survive any termination of this
  Lease.

            


    

    


    PART
13.

    ACCEPTANCE
OF PREMISES

    


    13.1       Acceptance of
Premises.  The Tenant will notify the Landlord of any defects
in the Premises that prevent or diminish their use, within 20 days after the
date when the Tenant is given occupancy by the Landlord, and failing the giving
of notice the Tenant will be considered for all purposes to have accepted the
Premises in their then existing condition and the Landlord will not have any
further obligation to the Tenant for defects or faults other than:

    


    
      	
               
      

            	
              (a)

            	
              latent
      defects in the Premises which cannot be discovered on a reasonable
      examination, and

            


    

    


    
      	
               
      

            	
              (b)

            	
              faults
      in structural elements relating to the Premises not caused by the Tenant's
      act or negligence.

            


    

    


    If a
dispute occurs as to whether or not a defect or fault exists, the decision of
the Architect will be final and binding upon both parties.

    


    13.2       No
Representation.  The Tenant acknowledges that there is no
promise, representation, warranty, or undertaking by, or binding upon, the
Landlord concerning the zoning of or title to the Premises or concerning the
condition or layout of, or the alterations, remodelling, decoration or
installation of improvements, equipment or fixtures in the Premises, except as
expressly contained in this Lease and the taking of occupancy, subject always to
the provisions of paragraph 13.1, is conclusive evidence as against the Tenant
that any representations by the Landlord have been satisfied.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PART
14.

    LEASEHOLD
IMPROVEMENTS

    


    14.1       Installation and Changes by
Tenant.

    


    
      	
               
      

            	
              (a)

            	
              All
      Leasehold Improvements including, without limitation, trade fixtures
      installed by, or on behalf of, the Tenant will be of first class
      quality.  The Tenant will not make or cause to be made any
      Leasehold Improvement, change, decoration, addition or improvement or cut
      or drill into, nail or otherwise attach, secure or install any trade
      fixture, exterior sign, floor covering, interior or exterior lighting, or
      mechanical or electrical system or fixture, or plumbing fixture, shade or
      awning to any part of the Premises or to the exterior of the Premises or
      hang from or affix anything to the ceiling, without first obtaining the
      Landlord's written approval.  The Tenant will not create or
      cause to be created any mortgage, security interest or other encumbrance
      in respect of the Leasehold Improvements (including trade fixtures),
      furniture or furnishings, or inventory of the Tenant except with the prior
      written consent of the Landlord.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Tenant will present to the Landlord plans and specifications for the
      Tenant's Work and all other work from time to time at the time approval is
      sought and the work will be done by contractors or other workers or
      tradesmen approved by the Landlord and in good and workmanlike manner with
      first class materials.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Tenant will not make or permit to be made any changes, alterations,
      substitutions, replacements or improvements affecting the structure of the
      Premises or the exterior appearance of the Premises or the operation of
      the mechanical systems including, without limitation, the heating,
      ventilation, air conditioning, humidity control, plumbing, electrical, or
      mechanical equipment in or connected with the Premises without obtaining
      the prior written consent of the
Landlord.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Tenant will pay, on demand, as Additional Rent, all the Landlord's costs
      and expenses in connection with any installations and changes by the
      Tenant, including, without limitation, the costs of supervising and
      inspecting the work and the cost of examining the Tenant's drawings and
      specifications, together with a sum of 15% of such costs, representing the
      Landlord's overhead.

            


    

    


    14.2       Removal of Installations and
Restoration by Tenant.

    


    
      	
               
      

            	
              (a)

            	
              All
      Leasehold Improvements when installed become the property of the Landlord,
      without compensation to the Tenant, but the Landlord will have no
      responsibility for the repair, replacement, operation, maintenance or
      insurance of the Leasehold Improvements, which will remain the
      responsibility of the Tenant.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      Leasehold Improvements (including, without limitation, trade fixtures) or
      furniture or equipment will be removed from the Premises before the end of
      the Term without the prior consent in writing from the
      Landlord.  Upon termination of this Lease the Leasehold
      Improvements will remain the property of the Landlord unless required by
      the Landlord to be removed by the
Tenant.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              At
      the end of the Term the Tenant will, at its expense, remove the Leasehold
      Improvements to the extent requested by the Landlord and all furniture,
      furnishings and equipment and make good any damage caused to the Premises
      by such installation or removal and restore the Premises to a condition of
      good and substantial repair, as required in paragraph
      7.2.  Every installation, removal or restoration by the Tenant
      of furnishings, equipment, furniture and, if applicable, Leasehold
      Improvements, will be done at the sole expense of the
    Tenant.

            


    

    


    
      	
               
      

            	
              (d)

            	
              If
      the Tenant does not remove any Leasehold Improvements, or its furnishings,
      furniture or equipment as required by the Landlord, the Landlord may,
      without liability on its part, and not as a bailee, without notice to the
      Tenant, enter the Premises and remove such items at the Tenant's expense,
      plus an administration charge of 15% of such amount, which will be paid by
      the Tenant to the Landlord as Additional Rent, on demand, and such items
      may, without notice to the Tenant or to any other person and without
      obligation to account for them, be sold, destroyed, disposed of or used by
      the Landlord as it determines.

            


    

    


    
      	
               
      

            	
              (e)

            	
              If
      the Tenant removes, or commences, attempts or threatens to remove any of
      the equipment, furniture, furnishings, stock-in-trade, chattels or
      inventory belonging to the Tenant in the Premises, or any Leasehold
      Improvements, without the Landlord's consent, the Tenant hereby consents
      (without limiting any other rights of the Landlord) to the Landlord
      obtaining an injunction in a court of competent jurisdiction to restrain
      the Tenant from removing any of the items referred to from the Premises,
      and the Tenant will pay to the Landlord all fees (including without
      limitation, all professional fees and all legal fees on a solicitor and
      own client basis) and expenses incurred by or on behalf of the Landlord
      concerning obtaining such an
injunction.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      Tenant's obligations under this paragraph 14.2 will survive the expiration
      or earlier termination of this
Lease.

            


    

    


    14.3       Title on
Abandonment.  Without limiting any other rights of the Landlord
under this Part 14, should the Tenant abandon the Premises or should this Lease
be terminated before the proper expiration of the Term of this Lease due to a
default on the part of the Tenant then, as of the moment of default by the
Tenant, all furnishings and furniture of the Tenant (whether or not attached in
any manner to the Premises) will become and be considered to be the property of
the Landlord without indemnity to the Tenant and as additional liquidated
damages in respect of such default but without prejudice to any other right or
remedy of the Landlord.

    


    14.4       Not to Overload
Floors.  The Tenant will not bring on the Premises anything
that by reason of its weight, size or use, in the reasonable opinion of the
Architect, might damage the Premises and will not overload the floors of the
Premises.  If overloading occurs the Tenant will forthwith repair any
damage or pay to the Landlord the cost of repairing the damage and will also pay
for any consequential damages arising from the overloading.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    14.5       Tenant to Discharge All
Liens.  The Tenant will promptly pay all its contractors,
subcontractors and materialmen and do all things necessary to ensure that no
lien is claimed against the Premises or any part thereof and should a claim of
lien be filed, the Tenant will cause it to be discharged or vacated at the
Tenant's expense within 7 days after it is brought to the attention of the
Tenant or provide adequate security for it to the extent approved by the
Landlord. The Landlord may, but it is not obligated to discharge the lien by
paying the amount claimed to be due into court, or by any other means available
to the Landlord, and the amount paid, plus all costs, including without
limitation, professional and solicitors fees (on a solicitor and own client
basis) incurred by or on behalf of the Landlord concerning the lien, plus any
damages suffered by the Landlord as a result of the filing of the lien, will be
forthwith paid, on demand, by the Tenant as Additional Rent.  The
Tenant will allow and keep posted on the Premises any notice which the Landlord
may wish to post under the provisions of the Builders' Lien Act or any
legislation in amendment or substitution thereof.

    


    14.6       Signs, Awnings and
Canopies.

    


    
      	
               
      

            	
              (a)

            	
              The
      Tenant will not place or permit to be placed or maintained on the roof or
      on any exterior or interior door, wall or window of the Premises or
      elsewhere on the Premises any sign, awning, canopy, decoration, lettering,
      advertising matter or other thing of any kind and will not place or
      maintain any decoration, lettering or advertising matter on the glass of
      any window or door of the Premises without first obtaining the Landlord's
      written consent.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Landlord will have the right to prescribe the size, materials, colours,
      design features, pattern, appearance, location, illumination and any other
      specifications of any sign.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Tenant will comply, at its expense, with all requirements of authorities
      having jurisdiction regarding permits, licences and other consents for any
      signs installed.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Following
      approval by the Landlord, any exterior sign erected by the Tenant will be
      illuminated in the manner and at the times required by the
      Landlord.  All costs, including, without limitation, electrical
      costs pertaining to the sign, will be paid, when due, as Additional
      Rent.

            


    

    


    
      	
               
      

            	
              (e)

            	
              At
      the expiration or earlier termination of this Lease, the Tenant will
      remove, at its expense, any sign installed by it, repairing any damage
      caused thereby.  Any part of the sign will, at the Landlord's
      option, be considered to be a Leasehold
  Improvement.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      Tenant will indemnify and save the Landlord harmless from any claims, loss
      or damage arising directly or indirectly from the Tenant's
      signage.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PART
15.

    DEFAULT
OF TENANT

    


    15.1       Tenant's
Default.  If the Tenant fails to pay any Rent when due, whether
or not demanded by the Landlord, or if the Tenant fails to observe or perform
any of its other obligations under this Lease, and the Tenant has not within 7
days after notice from the Landlord specifying the default, cured the default or
if that should reasonably require a longer period if the Tenant has not
commenced to cure and diligently pursues the curing of the default, or if the
Tenant or an agent of the Tenant falsifies a report required to be furnished to
the Landlord under this Lease, or if re-entry is permitted under other terms of
this Lease, or the Landlord has reasonable cause to believe the Tenant intends
to cease operating or to vacate the Premises, the Landlord in addition to any
other right or remedy may:

    


    
      	
               
      

            	
              (a)

            	
              re-enter
      and remove all persons and property from the Premises and the property may
      be removed and stored in a public warehouse or elsewhere at the cost of,
      and for the account of, the Tenant, all without service of notice or
      resort to legal process and without the Landlord being guilty of trespass
      or becoming liable for loss or damage occasioned by any of those
      actions;

            


    

    


    
      	
               
      

            	
              (b)

            	
              terminate
      this Lease and all of the Tenant's rights under it;
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              apply
      part or all of the Security Deposit to rectify, in whole or in part, any
      financial default of the Tenant.

            


    

    


    15.2       Bankruptcy or Insolvency of
Tenant.

    


    (a)           If:

    


    
      	
               
      

            	
              (i)

            	
              any
      of the goods and chattels of the Tenant on the Premises at any time during
      the Term are seized or taken in execution or attachment by a creditor of
      the Tenant or the Tenant receives a notice from one or more of its secured
      creditors that the creditor(s) intend to realize on security located at or
      upon the Premises,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Tenant makes an assignment for the benefit of creditors or any arrangement
      or compromise, or a bulk sale from the Premises other than a bulk sale to
      an assignee or sublessee under an assignment or sublease which under Part
      11 was consented to,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              a
      receiver-manager is appointed to control the conduct of the business of
      the Tenant on or from the Premises,

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      Tenant becomes bankrupt or insolvent or takes the benefit of an Act now or
      hereafter in force for bankrupt or insolvent debtors or files any proposal
      or a notice of intention to file a
proposal,

            


    

    


    
      	
               
      

            	
              (v)

            	
              proceedings
      are instituted by the Tenant or any other person for an order for the
      winding-up of the Tenant, or other termination of the corporate existence
      of the Tenant,

            


    

    


    
      	
               
      

            	
              (vi)

            	
              the
      Premises, without the written consent of the Landlord, become and remain
      vacant for a period of 10 days except as necessitated for the completion
      of repairs or are used by any persons other than those entitled to use
      them under the terms of this
Lease,

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (vii)

            	
              the
      Tenant, without the written consent of the Landlord, abandons or attempts
      to abandon the Premises or sells or disposes of its goods or chattels or
      removes any of them from the Premises so that there would not, in the
      event of abandonment, sale or disposal, be sufficient goods on the
      Premises subject to distress to satisfy all Rent due or accruing due
      hereunder, or

            


    

    


    
      	
               
      

            	
              (viii)

            	
              this
      Lease or any of the Tenant's assets on the Premises are taken under a writ
      of execution, charge, debenture or other security
    instrument,

            


    

    


    then the
Landlord may re-enter and take possession of the Premises as though the Tenant
or any other occupant of the Premises was holding over after the expiration of
the Term and this Lease may, at its option be immediately terminated by notice
left upon the Premises.

    


    
      	
               
      

            	
              (b)

            	
              The
      Tenant will immediately notify the Landlord if it receives from any of its
      secured creditors a notice under the Bankruptcy and Insolvency
      Act, or any legislation in amendment or substitution therefor,
      advising the Tenant that the secured creditor intends to realize upon its
      security located on the Premises.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Unless
      the Landlord expressly consents thereto, which the Landlord is not obliged
      to do, the Tenant will not exercise any right to repudiate this Lease
      under the terms of a proposal filed under the Bankruptcy and Insolvency
      Act, or any legislation in amendment or substitution
      therefor.

            


    

    


    15.3       Landlord may Perform Tenant's
Obligations.  If the Tenant fails to perform an obligation of
the Tenant under this Lease the Landlord may perform the obligation and for that
purpose may enter on the Premises without notice and do anything in respect of
the Premises that the Landlord considers necessary to cure the
default.  The Tenant will pay as Additional Rent all costs and
expenses incurred by or on behalf of the Landlord plus 15% for overhead upon
presentation of a bill, or the Landlord may set-off such costs and expenses
against the Security Deposit, or both.  The Landlord will not be
liable to the Tenant for loss or damage resulting from such action by the
Landlord, including loss or damage resulting from the negligence of the Landlord
or another person for whose negligence the Landlord is responsible in
law.

    


    15.4       Right to Relet.

    


    
      	
               
      

            	
              (a)

            	
              If
      the Landlord re-enters, as provided in this Lease, it may at its option,
      without terminating the Tenant's rights under this Lease, make alterations
      and repairs considered by the Landlord necessary to facilitate a
      reletting, and relet the Premises or any part thereof as agent of the
      Tenant for such period of time and at such rent and upon such other terms
      and conditions as the Landlord in its discretion considers
      advisable.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Upon
      each reletting all rent and other monies received by the Landlord from the
      reletting will be applied, first to the payment of indebtedness other than
      Rent due hereunder from the Tenant to the Landlord, secondly to the
      payment of costs and expenses of the reletting including brokerage fees
      and legal fees and costs of the alterations and repairs, and third to the
      payment of Rent due and unpaid under this Lease.  The residue,
      if any, will be held by the Landlord and applied in payment of future rent
      as it becomes due and payable.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              If
      the rent received from the reletting during a month is less than the Rent
      to be paid during that month by the Tenant, the Tenant will pay the
      deficiency to the Landlord.  The deficiency will be calculated
      and paid monthly.

            


    

    


    15.5       Re-entry Without
Termination.  No re-entry by the Landlord will be construed as
an election on its part to terminate this Lease unless a written notice of that
intention is given to the Tenant.  Despite a reletting without
termination, the Landlord may elect at any time to terminate this Lease for a
previous breach.

    


    15.6       Damages.  If the
Landlord terminates this Lease for any breach, then, in addition to other
remedies, it may recover from the Tenant all damages it incurs by reason of the
breach including, without limitation, the cost of recovering the Premises,
professional and other legal fees (on a solicitor and own client basis), the
unamortized portion of any allowance, concession or inducement paid by the
Landlord under the terms of the tenancy (on the basis of an assumed rate of
depreciation on a straight line basis to zero over the Term) and the worth at
the time of termination of the excess, if any, of (i) the amount of rent and
charges equivalent to Rent reserved in this Lease for the remainder of the Term
over (ii) the then reasonable rental value of the Premises for the remainder of
the Term, calculated on a present value basis, all of which amounts will be
immediately due and payable by the Tenant to the Landlord.  In
determining the Rent which would be payable by the Tenant after default, the
Basic Rent component of the annual Rent for each year of the unexpired Term will
be considered to be the average Basic Rent paid or payable by the Tenant from
the beginning of the Term to the time of default, or during the preceding 3 full
calendar years, whichever period is shorter.

    


    15.7       Acceleration of
Rent.  If any of the events referred to in paragraph 15.1
or paragraph 15.2 occur then, in addition to all other rights available to
the Landlord, including the rights referred to in this paragraph 15.7, the
full amount of the current month's Basic Rent and Taxes, and all other payments
required to be made monthly by the Tenant, and the next ensuing 3 months' Basic
Rent and Additional Rent will immediately become due and payable as accelerated
rent, and the Landlord may recover the accelerated rent in the same manner as
Rent in arrears, including immediately distraining for it together with all
other arrears then unpaid.

    


    15.8       Expenses for Remedying
Breach.  If the Landlord brings any proceeding against the
Tenant arising from an alleged breach of an obligation of the Tenant in this
Lease and it is established that the Tenant is in breach of that obligation, the
Tenant will pay to the Landlord all costs and expenses incurred by the Landlord
in those proceedings including, without limitation, legal fees, on a solicitor
and own client basis.

    


    15.9       Interest on Overdue
Monies.  All overdue monies payable to the Landlord by the
Tenant on any account whatever will bear interest at the Prime Rate plus 6% per
annum from the due date until paid in full.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    15.10     No Exemption from
Distress.  None of the property of the Tenant on the Premises
is exempt from levy by distress for Rent in arrears, and a claim being made for
exemption by the Tenant or on distress being made by the Landlord, this
paragraph 15.10 may be pleaded as an estoppel against the Tenant in any
proceedings brought to test the right to levy upon property claimed to be
exempt.

    


    15.11     New Lease.  If this
Lease is either terminated or repudiated in the process of insolvency or
bankruptcy proceedings, with or without the consent of the Landlord, and whether
or not a Transfer of Lease has occurred, the Landlord may, within 3 months after
that event, require the Tenant, or its Trustee in Bankruptcy, receiver or other
successor, to enter into a lease with the Landlord for the Premises for the
remainder of the Term on the same terms and conditions as contained in this
Lease.

    


    PART
16.

    REMEDIES
OF LANDLORD AND WAIVER

    


    16.1       Remedies
Cumulative.  No exercise of a specific right or remedy by the
Landlord or by the Tenant precludes it from, or prejudices it in, exercising
another right or pursuing another remedy or maintaining an action to which it
may otherwise be entitled either at law or in equity.

    


    16.2       No Waiver.  The
remedy by the Landlord or the Tenant of a breach of an obligation in this Lease
will not be considered to be a waiver of a subsequent breach of that obligation
or another obligation.  The subsequent acceptance of Rent by the
Landlord will not be a waiver of a preceding breach by the Tenant of an
obligation in this Lease, regardless of the Landlord's knowledge of the
preceding breach at the time of acceptance of the Rent.  No obligation
in this Lease will be considered to have been waived by the Landlord or by the
Tenant unless the waiver is in writing signed by the Landlord or by the Tenant,
as the case may be.

    


    16.3       Injunctive
Relief.  If the Tenant breaches or threatens to breach any of
the terms of this Lease, the Landlord will have the right to injunctive relief,
as if no other remedies were provided for in this Lease.

    


    16.4       Effect of Tenant Default on
Renewals.  If the Tenant defaults under this Lease prior to the
date fixed as the commencement of any renewal or extension of this Lease,
whether by renewal or extension option contained in this Lease or in a separate
agreement, the Landlord may cancel such option or agreement for renewal or
extension of this Lease, upon written notice to the Tenant.

    


    PART
17.

    ACCESS
BY LANDLORD

    


    17.1       Right of Entry.

    


    
      	
               
      

            	
              (a)

            	
              The
      Landlord and its agents may enter the Premises at all reasonable times to
      examine them and to show them to a prospective purchaser, tenant or
      mortgagee.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              The
      Landlord may make alterations, additions and adjustments to and changes of
      location of the pipes, conduits, wiring, ducts and other installations of
      any kind in the Premises where necessary in the opinion of the Landlord,
      but the Landlord will take commercially reasonable steps to minimize any
      disruption of the Tenant's business.  The Landlord may take all
      material required on to the Premises without constituting an eviction of
      the Tenant in whole or in part. The Rent reserved will not abate while the
      alterations, additions or changes of location are being made by reason of
      loss or interruption of the business of the Tenant, or otherwise, and the
      Landlord will not be liable for damage to property of the Tenant or of
      others located on the Premises as a result of any entry including damage
      caused by the negligence of the Landlord or another person for whose
      negligence the Landlord is responsible in
law.

            


    

    


    
      	
               
      

            	
              (c)

            	
              During
      the 6 months prior to the expiration of the Term the Landlord may place
      upon the Premises a notice "For Rent" and at any time, the Landlord may
      place upon the Premises a notice "For Sale", which the Tenant will permit
      to remain without interference.

            


    

    


    
      	
               
      

            	
              (d)

            	
              If
      after reasonable notice to the Tenant (except in the case of an emergency
      when no prior notice is required), the Tenant is not present to open and
      permit entry into the Premises when the Landlord requires entry, the
      Landlord or its agents may enter by a master key or may forcibly enter
      without rendering the Landlord or its agents liable for any damage or
      trespass and without affecting this Lease.  Nothing in this
      paragraph 17.1 imposes on the Landlord an obligation, responsibility or
      liability for the care, maintenance or repair of the Premises or any part
      thereof except as specifically provided in this Lease.  The
      Landlord will have the right at all times to enter on the Premises in
      order to install, construct, operate, maintain, repair and replace any
      utilities and services, but the Landlord in doing so will exercise such
      right in a manner which is commercially reasonable to minimize the extent
      of interference with the use and enjoyment of the
  Premises.

            


    

    


    17.2       Excavation.    If
an excavation is made upon any lands adjacent to the Premises, or is authorized
to be made, the Tenant will give to the person making the excavation permission
to enter the Premises for the purpose of doing work required by the Landlord,
without claim for damages or indemnification against the Landlord or abatement
or diminution of Rent.

    


    PART
18.

    RULES
AND REGULATIONS

    


    18.1       Landlord May
Make.  The Landlord from time to time may establish, modify and
enforce reasonable rules and regulations regarding the use and occupancy of the
Premises.

    


    PART
19.

    LANDLORD'S
COVENANTS AND OBLIGATIONS

    


    19.1       Taxes.  Subject to
payment to it by the Tenant, in accordance with Part 4, the Landlord will pay
all real property taxes (including local improvement rates) that may be assessed
by a lawful authority against the Premises.

    


    19.2       Quiet
Enjoyment.  Subject to the observance and performance by the
Tenant of all of its obligations under this Lease, the Tenant may use and
possess the Premises, in accordance with the provisions of this Lease, for the
Term, without interference by the Landlord, or any other party claiming by,
through or under the Landlord, except as otherwise provided in this
Lease.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    PART
20.

    OVERHOLDING

    


    20.1       No Tacit
Renewal.  If the Tenant remains in possession of the Premises
after the end of the Term and without the execution and delivery of a new lease
or written renewal or extension of this Lease, there is no tacit or other
renewal of this Lease, and the Tenant will be considered to be occupying the
Premises as a Tenant from month to month at a monthly rental payable in advance
on the first day of each month equal to the sum of:

    


    
      	
               
      

            	
              (a)

            	
              twice
      the monthly instalment of Basic Rent payable for the last month of the
      Term, and

            


    

    


    
      	
               
      

            	
              (b)

            	
              1/6th
      of the amount of Additional Rent payable by the Tenant for the year
      immediately preceding the last year of this
  Lease,

            


    

    


    and
otherwise upon the terms and conditions set out in this Lease, so far as
applicable.

    


    PART
21.

    OPTION
TO RENEW

    


    21.1       Option to
Renew.  Provided that:

    


    
      	
               
      

            	
              (a)

            	
              the
      Tenant pays the Rent and all other monies payable by it under this Lease
      and performs and has consistently performed all of its obligations under
      this Lease punctually and in accordance with this Lease and is otherwise
      not in default of any of its obligations to the Landlord,
    and

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      original Tenant has not assigned this Lease or sublet or permitted a
      change in occupancy or other Transfer of the Premises,
  and

            


    

    


    
      	
               
      

            	
              (c)

            	
              there
      has been no change in Control of the
Tenant,

            


    

    


    then the
Tenant will have the option of renewing this Lease by notice in writing given to
the Landlord not later than 6 months nor earlier than 8 months prior to the
expiry of the Term for an additional two term of five years on the same terms
and conditions set out in this Lease, except that:

    


    
      	
               
      

            	
              (i)

            	
              any
      renewal of this Lease will be limited to five years each and will be
      limited to two in number, and there will be no further
      renewals,

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      


    

    
      	
               
      

            	
              (ii)

            	
              the
      Basic Rent to be paid during each renewal term will be the fair market
      rent at the time of the exercise of the option for space of comparable
      size, quality and location to that of the Premises, as determined by
      agreement between the Landlord and the Tenant, with or without the
      assistance of mediation, or if they fail to agree within 3 months prior to
      the expiration of the existing Term, then the Basic Rent will be
      determined by a single arbitrator appointed under the Commercial Arbitration
      Act, as such legislation may be amended or substituted from time to
      time, whose decision will be final and binding upon the Landlord and the
      Tenant.  The cost of the arbitration will be borne by the
      Landlord and the Tenant equally.  In any event the Basic Rent
      for any renewal term will not be less than the Basic Rent applicable
      during the most recent year, and

            


    

    
       

    

    
      	
               
      

            	
              (iii)

            	
              concerning
      any renewal term, the Landlord will have no obligation to pay or provide
      to the Tenant any allowance, concession or inducement of any nature, or
      provide any free rent or discounted rent of any nature, or provide any
      fixturing period, or do or perform any work in the
    Premises.

            


    

    


    21.2       Renewal
Documentation.

    


    
      	
               
      

            	
              (a)

            	
              The
      Landlord may, at its option, and at the Tenant's expense, require that the
      Tenant enter into an agreement prepared by the Landlord to give effect to
      the renewal term or execute a new lease for the renewal term on the
      Landlord's then standard form lease currently in use at such
      time.

            


    

    


    
      	
               
      

            	
              (b)

            	
              During
      the period, if any, between the expiration of the Term, or most recent
      renewal term, and the date upon which the new renewal rent is determined
      by an arbitrator, or otherwise, the Tenant will pay Rent at the rates and
      in the manner provided for in this Lease for the period immediately
      preceding the expiry of the Term or most recent renewal term and,
      following determination of the renewal rent, the Tenant will pay to the
      Landlord interest, at the rate prescribed in paragraph 15.9 on the excess
      amount of the renewal rent.

            


    

    


    PART
22.

    OBLIGATIONS
OF INDEMNIFIER

    


    22.1      
Indemnity.  In
consideration of the Landlord granting this Lease to the Tenant and for other
good and valuable consideration the receipt and sufficiency of which is
acknowledged by the Indemnifier, the Indemnifier unconditionally covenants and
agrees with the Landlord:

    


    
      	
               
      

            	
              (a)

            	
              to,
      on demand, make the due and punctual payment of all Rent, money and
      charges expressed to be payable under this Lease during the Term and any
      renewals or extensions thereof and any overholding
    thereafter;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      effect prompt and complete performance of each obligation in this Lease of
      the Tenant during the Term and any renewals or extensions thereof or any
      overholding; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      indemnify and save harmless the Landlord from any loss, costs or damages,
      including consequential loss, costs or damages, arising out of any failure
      by the Tenant or the Indemnifier or any other person liable therefor to
      pay any Rent, money and charges or the failure to perform any of the terms
      or conditions of this Lease.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    22.2       Absolute and
Unconditional.  This indemnity is absolute and unconditional
and without limiting the generality of the foregoing, the obligation of the
Indemnifier will not be released, discharged, mitigated, impaired or affected
by:

    


    
      	
               
      

            	
              (a)

            	
              any
      extension of time, indulgence or modification which the Landlord may
      extend or make with the Tenant from time to time in respect of the
      performance of any of the obligations of the Tenant under this
      Lease;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      waiver by, or neglect or failure of the Landlord to enforce any of the
      terms of this Lease;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      assignment of this Lease or sublet of the Premises or other Transfer by
      the Tenant or by any trustee, receiver or liquidator of the Tenant or of
      the Indemnifier;

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      consent which the Landlord may give to any assignment or sublease or other
      Transfer;

            


    

    


    
      	
               
      

            	
              (e)

            	
              any
      changes of any kind to this Lease, and the Indemnifier acknowledges that
      he will advise himself of all changes and the Landlord has no obligation
      to advise him of any changes;

            


    

    


    
      	
               
      

            	
              (f)

            	
              any
      act or failure to act of or by the Landlord concerning matters contained
      in this Lease;

            


    

    


    
      	
               
      

            	
              (g)

            	
              the
      filing by the Tenant of a proposal or a notice of intention to file a
      proposal or the repudiation of the Lease under the Bankruptcy and Insolvency
      Act, as amended or substituted from time to
  time;

            


    

    


    
      	
               
      

            	
              (h)

            	
              any
      winding-up, amalgamation, bankruptcy, or receivership of the Tenant or any
      execution proceedings taken against the Tenant or the release or discharge
      of the Tenant in any receivership, bankruptcy, winding-up or other
      creditor's proceeding; or

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      expiration or sooner termination of this Lease however arising, including
      without limitation, whether by operation of law or resulting from the
      exercise of a trustee in bankruptcy's statutory right to disclaim any
      interest in this Lease and surrender possession of the Premises to the
      Landlord, with or without the consent of the
  Landlord.

            


    

    


    22.3       Waiver of
Notice.  The Indemnifier waives all notice of non-performance,
non-payment, and non-observance on the part of the Tenant of any term of this
Lease from time to time.

    


    22.4       Waiver on
Default.

    


    
      	
               
      

            	
              (a)

            	
              If
      the Tenant defaults under this Lease, the Indemnifier waives any right to
      require the Landlord to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              proceed
      against the Tenant or pursue any rights or remedies concerning this
      Lease;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              (ii)

            	
              proceed
      against or exhaust any security of the Tenant held by the Landlord;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              pursue
      any other remedy whatsoever in the Landlord's
  power.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Landlord has the right to enforce this indemnity regardless of the
      acceptance of additional security from the Tenant and regardless of the
      release or discharge of the Tenant or any other guarantor or indemnifier
      in respect of this Lease, whether granted by the Landlord or by others or
      by operation of law.

            


    

    


    22.5       Survival of
Indemnity.

    


    
      	
               
      

            	
              (a)

            	
              The
      liability of the Indemnifier under this indemnity will not be waived,
      released, discharged, impaired or affected by reason of the death,
      bankruptcy or dissolution of the Tenant or by reason of the release or
      discharge of the Tenant in any receivership, bankruptcy, winding-up or
      other creditors proceeding or the rejection, or disclaimer of this Lease
      in any proceeding, and will continue concerning the periods prior to and
      after, for and concerning the Term and any renewals or extensions of
      it.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      liability of the Indemnifier will not be affected by any repossession of
      the Premises by the Landlord, provided however, that the net payments
      received by the Landlord after deducting all costs and expenses of
      repossessing or reletting will be credited from time to time by the
      Landlord in accordance with Part < to reduce the liability of the
      Indemnifier, and the Indemnifier will pay any balance owing to the
      Landlord from time to time immediately upon receipt of notice of the
      amount of the balance.

            


    

    


    22.6       Further Actions or
Proceedings.  No action or proceeding brought or instituted
under this indemnity and no recovery related to it will be a bar or defence to
any further action or proceeding which may be brought under this indemnity by
reason of any further default.

    


    22.7       Indemnifier as
Tenant.  The Indemnifier will, without limiting the generality
of the foregoing, be bound by the terms of this Lease in the same manner as
though the Indemnifier were the tenant named in the Lease and as if the
Indemnifier had a primary obligation under the Lease. The Indemnifier
acknowledges to the Landlord that it is not a surety and will have no rights as
a surety, whether at law, in equity or otherwise, which may at any time be
inconsistent with the provisions of this Lease.

    


    22.8       Termination or Surrender of
Lease.  In the event of termination, disclaimer or surrender of
this Lease, other than surrender voluntarily accepted by the Landlord, then at
the option of the Landlord, the Indemnifier will lease the Premises from the
Landlord on the terms and conditions of this Lease except as to any extension or
renewal for a term equal in duration to the residue of the Term remaining
unexpired at the date of such termination, disclaimer or
surrender.  It will not be necessary for a further lease document to
be executed by the Indemnifier (though the Landlord may require such a lease
document to be executed), and the execution of this Lease by the Indemnifier
will be treated as execution by the Indemnifier as tenant of a Lease of the
Premises on the conditions of this Lease.  The Indemnifier will accept
that lease and pay Rent and observe and perform the terms and conditions of that
lease.  The Indemnifier will do all acts and execute all such
documents as the Landlord may reasonably require to give effect to the intent of
this paragraph 22.8.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PART
23

    MISCELLANEOUS

    


    23.1       Accord and
Satisfaction.  No payment by the Tenant or receipt by the
Landlord of a lesser amount than the Rent stipulated in this Lease will be
considered to be other than on account of the earliest stipulated Rent, nor will
an endorsement or statement on a cheque or in a letter accompanying a cheque or
payment as rent be considered to be an accord or satisfaction, and the Landlord
may accept a cheque or payment without prejudice to the Landlord's right to
recover the balance of the Rent or pursue any other remedy.

    


    23.2       No Partnership.  The
Landlord does not in any way or for any purpose become a partner of, or joint
venturer or a member of a joint enterprise with, the Tenant.

    


    23.3       Unavoidable
Delay.

    


    
      	
               
      

            	
              (a)

            	
              If
      the performance of any act required under this Lease to be performed by a
      party is affected by Unavoidable Delay
then:

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      the act is to be performed on or at a specified day or time then the day
      or time for performance will be extended to a day or time after the
      Unavoidable Delay ceases which is reasonable having regard to the nature
      of both the act and the Unavoidable Delay;
or

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      the act is to be performed within a specified period of time that period
      will be extended from the time the Unavoidable Delay ceases to affect the
      performance for a period equal to the amount of that specified period
      which occurred during the period of Unavoidable
  Delay.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      party obligated to do or perform such act or thing will not be considered
      to have committed a default until the expiration of such time as so
      extended.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Each
      party will when so delayed promptly notify the other of the occurrence of
      the Unavoidable Delay with an estimate of its expected
      duration.

            


    

    


    23.4       Partial
Invalidity.  If a term, covenant or condition of this Lease or
the application thereof to any person or circumstances is held to any extent
invalid or unenforceable, the remainder of this Lease or the application of the
term, covenant or condition to persons or circumstances other than those as to
which it is held invalid or unenforceable will not be affected.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    23.5       Joint and Several
Liability.  If two or more individuals, corporations,
partnerships or other business associations compose the Tenant the liability of
each individual, corporation, partnership or other business association to pay
Rent and perform all other obligations of the Tenant under this Lease is joint
and several.  If the Tenant is a partnership or other business
association the members of which are by virtue of statute or general law subject
to personal liability, the liability of each member is joint and
several.

    


    23.6       Registration.  The
Tenant will not register this Lease and the Landlord is not obliged to deliver
this Lease in registrable form.  If the Landlord requires this Lease
to be registered, the Tenant will at its sole cost and expense immediately
attend to the registration of this Lease.

    


    23.7       Notice.

    


    
      	
               
      

            	
              (a)

            	
              Any
      notice or other communication required or permitted to be given under this
      Lease will be in writing unless otherwise specified and will be considered
      to have been given if delivered by hand, transmitted by facsimile
      transmission or mailed by prepaid registered post in Canada, to the
      address or facsimile transmission number of the party set out
      below:

            


    

    


    
      
        
          
            	
                    (i)

                  	
                    if
      to the Landlord:

                  
	 
      	 
      
	 
      	
                    Ocra
      Timber Products Ltd

                  
	 
      	 
      
	 
      	
                    Attention:

                  	
                    Phil
      Lemon

                  
	 
      	
                    Fax
      No:

                  	
                    _________________

                  
	 
      	 
      
	
                    (ii)

                  	
                    if
      to the Tenant:

                  
	 
      	 
      
	 
      	
                    EcoPHASER
      Energy Corp.,

                  
	 
      	
                    2348
      – 666 Burrard Street,

                  
	 
      	
                    Vancouver,
      BC

                  
	 
      	 
      
	 
      	
                    Attention:

                  	
                    Anne
      Sanders

                  
	 
      	
                    Fax
      No:

                  	
                    604-357-1363

                  


          

        

      

    

    


    or to
such other address or facsimile transmission number as a party may specify by
notice given as set out above.

    


    
      	
               
      

            	
              (b)

            	
              Notice
      or other communication will be considered to have been
      received:

            


    

    


    
      	
               
      

            	
              (i)

            	
              if
      delivered by hand during business hours, upon receipt by a responsible
      representative of the receiver, and if not delivered during business
      hours, upon the commencement of business on the next business
      day;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              if
      sent by facsimile transmission during business hours, upon the sender
      receiving confirmation of the transmission, and if not sent during
      business hours, upon the commencement of business on the next business
      day; and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              if
      mailed by prepaid registered post in Canada, upon the fifth business day
      following posting, except that, in the case of a disruption or an
      impending or threatened disruption in the postal service, every notice or
      communication will be delivered by hand or sent by facsimile
      transmission.

            


    

    


    
      	
               
      

            	
               (c)

            	
              In
      this Lease, whenever a notice provision refers to "days", it will be
      considered to refer to "business days" and "business day" or "business
      days" will mean a day or days which are not a Saturday or defined as a
      "holiday" under the Interpretation Act of British
      Columbia as amended or substituted from time to
    time.

            


    

    


    23.8       No Modification.  No
representations, understandings or agreements have been made or relied upon in
the making of this Lease other than those specifically set out in this
Lease.  This Lease may only be modified in writing signed by the party
against whom the modification is enforceable.

    


    23.9       Successors and
Assigns.  This Lease binds and benefits the parties and their
respective heirs, executors, administrators, successors and
assigns.  No rights, however, benefit an assignee of the Tenant unless
under Part 11 the assignment was consented to by the Landlord.

    


    23.10     Number and
Gender.  The necessary grammatical changes required to make the
provisions of this Lease apply in the plural sense where the Tenant comprises
more than one entity and to corporations, associations, partnerships, or
individuals, males or females, in all cases will be assumed as though in each
case fully expressed.

    


    23.11     Headings and
Captions.  The table of contents, part numbers, part headings,
paragraph numbers and paragraph headings are inserted for convenience of
reference only and are not to be considered when interpreting this
Lease.

    


    23.12     Obligations as
Covenants.  Each obligation of the Landlord or the Tenant in
this Lease, even though not expressed as a covenant, is considered to be a
covenant for all purposes.

    


    23.13     Entire
Agreement.  This Lease contains all the representations,
warranties, covenants, agreements, conditions and understandings between the
Landlord and the Tenant concerning the Premises or the subject matter of this
Lease.

    


    23.14     Time is of the
Essence.  Time will be of the essence.

    


    23.15     Governing Law.  This
Lease will be interpreted under and is governed by the laws of the Province of
British Columbia.

    


    TO
EVIDENCE THEIR AGREEMENT each of the parties has executed this Lease on the date
appearing below.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Ocra
      Timber Products Ltd

                            
	
                              By:

                            
	 
      
	 
      
	
                              Authorized
      Signatory

                            
	 
      
	
                              Dated:

                            	 
      
	 
      
	
                              EcoPHASER
      Energy Corp.

                            
	
                              By:

                            
	 
      
	 
      
	
                              Authorized
      Signatory

                            
	 
      
	
                              Dated:

                            	 
      
	 
      
	
                              EcoTech
      Waste Management Systems (1991) Inc.

                            
	 
      
	
                              By:

                            
	 
      
	
                               

                            
	
                              Authorized
      Signatory

                            
	 
      
	
                              Dated:

                            	
                               

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
1

    


    Legal
Description of the Property

    


    PID:
024-691-399

    


    Strata
Lot1 Section 6 Township 14 New Westminster District Strata Plan LMSS4093
together with an interest in the common property in proportion to the unit
entitlement of the strata lot as shown on form 1.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
2

    


    Landlord’s
Work

    
      


    

    The
Landlord shall paint the floor and walls (primed white with one coat on walls)
using epoxy floor paint on floors in grey in the warehouse.

    
      


    

    The
Landlord warrants that all mechanical, electrical (including transformers) and
plumbing in the Premises will be in good working order by March 30,
2008.

    
      


    

    The
Landlord agrees to complete any deficiencies where existing improvements do not
comply to the appropriate building code and fire code by March 30,
2008.

    


    Other
than as set out in this Schedule and otherwise in this Lease, the Landlord does
not give any representation or warranty about the Premises and the Tenant takes
the Premises on an “as is” condition.

    


    Tenant’s
Work

    


    The
Tenant may finish the mezzanine and the area under the mezzanine into office
space.

     

    If the
cost of painting the walls and floors in the warehouse exceeds the $5000, the
Tenant agrees to share the over-cost 50/50.