AGREEMENT OF LEASE

                           signed on January 6th, 2000

                                     between


                              2849-3930 Quebec inc

                          duly represented by mandatory

                                    SITQ inc.

                                 (the "Lessor")

                                       and


                            GSI TECHNOLOGIE USA INC.

                                 (the "Lessee")

Office Lease (net)
2001 Mc Gill College
Suite 1310
Revised (January 1999)

<PAGE>


                                Table of contentS


titles                                                                     PAGES

PARTIES......................................................................1

Article 1   ESSENTIAL DISPOSITIONS, DEFINITIONS AND INTENT...................1
Article 2   LEASE AND DELIVERY OF LEASED PREMISES............................6
Article 3   SERVICES FURNISHED TO THE LESSEE.................................7
Article 4   RENT.............................................................8
Article 5   OPERATING EXPENSES AND REAL ESTATE TAXES.........................9
Article 6   TAXES of lessee and occupation's certificate.....................9
Article 7   USE AND MAINTENANCE OF LEASED PREMISES..........................10
Article 8   LEASEHOLD IMPROVEMENTS..........................................11
Article 9   INSURANCE.......................................................13
Article 10  ACCESS BY LESSOR TO LEASED PREMISES.............................15
Article 11  DAMAGE AND DESTRUCTION..........................................15
Article 12  EXPROPRIATION...................................................15
Article 13  DAMAGES.........................................................16
Article 14  SIGNS AND ADVERTISING...........................................16
Article 15  COMPLIANCE WITH LAWS AND INDEMNIFICATION........................16
Article 16  SUBLET AND ASSIGNMENT...........................................17
Article 17  ASSIGNMENT BY LESSOR............................................19
Article 18  DEFAULT AND RECOURSE............................................19
Article 19  NOTICE 22.......................................................21
Article 20  TERMINATION OF LEASE............................................21
Article 21  UNAVOIDABLE DELAY...............................................21
Article 22  MODIFICATION OF LEASE AND PERFORMANCE BY A THIRD PARTY..........21
Article 23  MISCELLANEOUS...................................................21
Article 24  MOVABLE HYPOTHEC................................................23
Article 25  REGULATIONS.....................................................23
Article 26  SPECIAL PROVISIONS/SCHEDULES....................................23


SCHEDULES

SCHEDULE "A"    GUARANTY(IES) IN FAVOUR OF THE LESSOR
SCHEDULE "B"    DESCRIPTION OF LAND
SCHEDULE "C"    WORK BY THE LESSOR AND BY THE LESSEE
SCHEDULE "D"    PLAN OF LEASED PREMISES
SCHEDULE "E"    REGULATIONS
SCHEDULE "F"    LESSEE'S RESOLUTION
SCHEDULE "G"    STATUS REPORT

<PAGE>


                               AGREEMENT OF LEASE


BETWEEN:  2849-3930  Quebec inc.,  duly  represented by mandatory,  SITQ INC., a
          company  duly  incorporated  under the laws of the Province of Quebec,
          having its head office at Centre de Commerce Mondial de Montreal,  380
          St. Antoine Street West, Suite 6000, in the City of Montreal, Province
          of  Quebec,  H2Y  3X7,  hereinacting  and  represented  by Mr.  Daniel
          Archambault,  Vice-president,  Office Buildings and Business Parks and
          Mr.  Denis  Perreault,  Leasing  Director,  duly  authorised  for  the
          purposes hereof, as they so declare;

          (hereinafter referred to as the "Lessor")

AND:      GSI TECHNOLOGIES USA INC., a company duly incorporated under a company
          incorporated  under  the law of  Delaware  United  States,  the law of
          Delaware, united States, having its head office at 2001 McGill College
          bureau 1310 Place  Mercantile  hereinacting and duly represented by J.
          Michel de Montigny,  its President  duly  authorised  for the purposes
          hereof,  as  declared  and as more  fully set forth in the  resolution
          attached hereto as Schedule "F";


THE PARTIES HEREBY MUTUALLY AGREE AS FOLLOWS:

ARTICLE 1
ESSENTIAL DISPOSITIONS, DEFINITIONS AND INTENT

1.1       Essential  dispositions - Following are certain essential dispositions
          of the Lease which are further acknowledged in the Lease:

          1.1.1     LEASED  PREMISES:  means premises of an approximate  area of
                    seven  thousands eight hundred ninety nine square feet (7899
                    sq.  ft.  )  ("Leasable  Area  of  the  Leased   Premises"),
                    identified as premises  number 1310  ("Leased  Premises") of
                    the  building  located  at 2001  McGill  College,  Montreal,
                    Quebec, H3A 1G1 ("Building").

          1.1.2     TERM: the period  ("Term")  beginning , the first of January
                    or the date on which  the  Lessee  takes  possession  of the
                    Leased Premises, understanding the earliest of the two dates
                    ("Commencement of the Lease"), and terminating December 31st
                    2004  ("Termination of Lease"),  unless the Lessee exercises
                    its option (s) to renew the Lease provided in article 1.1.12
                    (Special  Provisions) of the Lease,  in which case the Lease
                    shall terminate December 31st 2009.

          1.1.3     USE OF THE LEASED  PREMISES : the Leased  Premises  shall be
                    used for no other purpose than office purposes.

                    OU

          1.1.4     MINIMUM RENT :  Throughout  the Term,  an annual  guaranteed
                    minimum rent (the "Minimum Rent") equal to :

                    -    for the period  commencing  on the January 1st 2000 and
                         terminating  on December  31st 2004,  an annual rent of
                         (142 182$ ), payable in advance,  in equal  monthly and
                         consecutive  instalments of ( 11 848.50$ ) each, on the
                         first day of each month during for this  period,  based
                         on a net rate per square  foot ( 18.00$  /sq.  ft. ) of
                         the Leasable Area of the Leased Premises;


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                    -    The Minimum Rent is payable to the Lessor in accordance
                         to article 4.1 of the Lease

          1.1.5     PROPORTIONATE SHARE: means the ratio of the Leasable Area of
                    the Leased  Premises to the  leasable  area of the  Building
                    2001 McGill College;  this ratio may vary in the event of an
                    increase  or a decrease in the  Leasable  Area of the Leased
                    Premises or in the leasable area of the Building;

          1.1.6     OPERATING EXPENSES OF  THE  BUILDING: An  annual   estimated
                    Proportionate  Share for the 1999 Fiscal Period of ( 5.50$ )
                    per square foot of the Leasable Area of the Leased Premises,
                    which Proportionate Share is payable, adjusted and increased
                    according to the provisions of article 5.1 of the Lease.

          1.1.7     REAL ESTATE TAXES: An annual estimated  Proportionate  Share
                    for the 1999 Fiscal  Period of ( 40.00$ ) per square foot of
                    the  Leasable  Area of the Leased  Premises  (including  the
                    surtax on non residential  buildings  estimated at ( 0.27$ )
                    per  square  foot  of  the  Leasable   Area  of  the  Leased
                    Premises),   which  Proportionate  Share  will  be  payable,
                    adjusted  and  increased  according  to  the  provisions  of
                    article 5.2 of the Lease.

          1.1.8     ELECTRICITY: An annual estimated Proportionate Share for the
                    1999  Fiscal  Period  of (  0.85$ ) per  square  foot of the
                    Leasable Area of the Leased  Premises,  which  Proportionate
                    Share will be payable,  adjusted and increased  according to
                    the provisions of article 3.6 of the Lease.

                    OR

          1.1.9     BUSINESS HOURS:  means the period between 7h00 a.m. to 18h00
                    p.m.,  Monday to Friday on  business  days  excluding  legal
                    holidays  and such  other  times as the  Lessor may set from
                    time to time;

          1.1.10    PAYMENT  OF  RENT:   All  payments  that  must  be  effected
                    according  to the Lease shall be  effected  in money  having
                    legal  tender in  Canada to the order of SITQ - 2001  McGill
                    College.

          1.1.11    NOTICE AND REQUEST:

          i)        in case of a notice to the Lessor :

                    SITQ Inc.
                    2001, McGill College avenue, Suite 1000
                    Montreal (Quebec) H3A 1G1

                    Care of: Vice-President

                    With a copy to the Property Manager to the following
                    address:

                    SITQ inc.
                    2001 McGill College
                    Bureau 510
                    Montreal, Quebec
                    H3A 1G1



                                      -2-
<PAGE>

                    Care of: Property Manager

          ii)       in case of a notice to the Lessee :

                    GSI TECHNOLOGIES USA INC.
                    2001 McGill College
                    bureau 1310
                    Montreal, Quebec
                    H3A 1G1

                    Attention:  J.Michel De Montigny

          1.1.12    SPECIAL PROVISIONS

          i)        FREE INSTALLATION PERIOD

          ii)       RENEWAL  OPTION  FOR  FIVE (5)  YEARS  AT THE SAME  TERM AND
                    CONDITIONS

1.2       DEFINITIONS - When used in this Lease,  and unless  incompatible  with
          the  context  in which  they are  utilised,  the  following  words and
          expressions have the meaning hereinafter set forth:

          1.2.1     "Additional Rent": means all of the financial obligations of
                    the Lessee other than the Minimum Rent;

          1.2.2     "Common   Areas  and   Facilities":   means  all  areas  and
                    facilities of the  Immovable  which are not intended for the
                    exclusive benefit of any lessee in particular, as determined
                    by the Lessor from time to time;

          1.2.3     "Contaminants  and  Hazardous  Materials":  have the meaning
                    attributed  thereto  in the  Environmental  Legislation  and
                    include  any  material  which,  because  of its  properties,
                    presents a real or potential  hazard to the  environment  or
                    the  health  of  users  of the  Immovable  or of the  Leased
                    Premises;

          1.2.4     "Environmental  Legislation":  means all federal, provincial
                    or  municipal   legislative  and  regulatory   environmental
                    provision,  including, in all cases, any judgements, orders,
                    notices,   notices  of  offence,   decrees,   codes,  rules,
                    instructions,     policies,     guidelines    and    guides,
                    authorisations,  certificates of  authorisation,  approvals,
                    permits  and  licenses   issued  by  any  authority   having
                    jurisdiction, the whole as amended from time to time;

          1.2.5     "Fiscal  Period":  means a period  commencing  on the  first
                    (1st) day of  January of the year and ending on the last day
                    of December next following,  with the exception of the first
                    Fiscal  Period,  which  shall begin at the same time as this
                    Lease  and  terminate  on  the  thirty-first  (31st)  day of
                    December next following,  and with the exception of the last
                    Fiscal  Period,  which shall  terminate  at the same time as
                    this Lease; however, the Lessor expressly reserves the right
                    to change the Fiscal  Period  and its  duration.  Should the
                    Fiscal  Period be modified or should a part only of a Fiscal
                    Period  be  comprised  in  the  Term,   the  parties   shall
                    immediately make the necessary adjustments.

          1.2.6     "Immovable":  means the land described in Schedule "B", plus
                    the Building and other structures  erected thereon from time
                    to time;

          1.2.7     "Land":  means  all  lots  or  parts  of lots  described  in
                    Schedule "B" of this Lease;

          1.2.8     "Leasable  Area of the Leased  Premises":  means the area of
                    the Leased Premises as calculated  according to the criteria
                    of BOMA. At any time during the Term, the Lessor's architect
                    or land surveyor may definitely  determine the Leasable Area
                    of the Leased  Premises.  The architect's or land surveyor's
                    certificate  with respect to the Leasable Area of the Leased
                    Premises  shall be  conclusive  and shall  bind all  parties
                    herein retroactively to the Commencement of the Lease;


                                      -3-
<PAGE>

          1.2.9     "Lease":   means  and  refers  to  this  agreement  and  its
                    schedules, as well as any amendments thereto;

          1.2.10    "Leased  Premises":  means the  premises  outlined in red in
                    Schedule   "D",  as  described  in  article  1.1.1  of  this
                    Agreement  and subject to the Lessor's  architect's  or land
                    surveyor's measurement;

          1.2.11    "Lessee": means the Lessee or its successor;

          1.2.12    "Lessor": means the owner of the Immovable or its mandatory;

          1.2.13    "Operating  Expenses":  means,  all  costs  incurred  in the
                    operation, administration,  maintenance, repair, supervision
                    and management of the Immovable, including, namely:

                      1.2.13.1.  salaries,  wages  and costs  related  to fringe
                                 benefits  and  pension  plan  benefits  for all
                                 employees   of  the   Lessor   engaged  in  the
                                 operation,  maintenance,  repair, surveillance,
                                 supervision and management of the Immovable;

                      1.2.13.2.  the cost of all goods and  services  furnished,
                                 employed   or   utilised   in  the   operation,
                                 maintenance, repair, surveillance,  supervision
                                 and management of the Immovable, except for the
                                 cost of special goods and services furnished to
                                 certain lessees of the Immovable, for which the
                                 said lessees are responsible;

                      1.2.13.3.  the  reasonable   rental  value  of  the  space
                                 occupied by employees of the Lessor  engaged in
                                 the  administration,  supervision or management
                                 of the  Immovable,  and  by all  administrative
                                 services of the Lessor, as well as of any space
                                 required  or  utilised  in  the  Immovable  for
                                 security,  welfare, health, protection or other
                                 similar  services,   for  the  benefit  of  the
                                 Immovable and its users in general;

                      1.2.13.4.  the  costs  related  to  the  maintenance  of a
                                 public order and security service;

                      1.2.13.5.  the   costs   of   auditing,   accounting   and
                                 management  incurred  in the  operation  of the
                                 Immovable;

                      1.2.13.6.  the costs related to the planning, maintenance,
                                 repair and  decoration  of the Common Areas and
                                 Facilities  of  the  Immovable,  including  the
                                 cleaning of windows and  exterior  walls,  snow
                                 removal,  cleaning,  repair and  maintenance of
                                 the  Land,  and  contracts   with   independent
                                 contractors;

                      1.2.13.7.  the  cost  of all  repairs  to  the  Immovable,
                                 including  the  replacement  of any  equipment,
                                 apparatus,  machinery or other  property of the
                                 Immovable;

                      1.2.13.8.  the cost of any  modifications and improvements
                                 to the Immovable,  including, without limiting,
                                 modifications  or improvements to the machinery
                                 and equipment contained therein and the cost of
                                 any modifications and additional  equipment and
                                 specialised  services  needed in the  Immovable
                                 for energy conservation measures,  when, in the
                                 opinion of the Lessor,  these  expenditures are
                                 likely to reduce the  Operating  Expenses or be
                                 such as to improve the welfare or the  security
                                 of  the  lessees  or  other  occupants  of  the
                                 Immovable,     or    when    such    equipment,
                                 modifications,  materials or  improvements  are
                                 required by law;



                                      -4-
<PAGE>

                      1.2.13.9.  the total capital depreciation or amortisation,
                                 calculated   according  to  the   straight-line
                                 depreciation  method,  based on the useful life
                                 of the capital assets,  or on any other shorter
                                 period of time as may be reasonably  determined
                                 by the  Lessor,  on the cost of all  equipment,
                                 apparatus  or  machinery  and  other   property
                                 required   for  the   operation,   maintenance,
                                 repair, surveillance,  supervision, management,
                                 modification  or  improvement  of the Immovable
                                 and the  establishing  of  energy  conservation
                                 measures  which,  in the opinion of the Lessor,
                                 have a  useful  life  longer  than  one  Fiscal
                                 Period and the cost of which has not been fully
                                 included  in  the  Operating  Expenses  of  the
                                 Fiscal   Period   of  their   acquisition   (in
                                 accordance with generally  accepted  accounting
                                 principles)  with  interest  at the Prime  Rate
                                 upon the  undepreciated or unamortized  portion
                                 of the cost of said asset(1)

                      1.2.13.10. the cost of energy to ensure:  the humidifying,
                                 the    heating,     the    ventilating,     the
                                 air-conditioning   and  the   lighting  of  the
                                 Immovable  and not  exceeding  the standards of
                                 these  presents,  the  supply of  domestic  hot
                                 water at all times all  other  services  of the
                                 Immovable  requiring  energy excluding the sums
                                 payable  by  the  Lessee  in  conformity   with
                                 Article 3.6 of these presents.

                      1.2.13.11. the real cost of all insurance premiums paid by
                                 the Lessor with  respect to the  Immovable,  in
                                 accordance with prudent insurance  practices or
                                 as may be  required  by  the  creditors  of the
                                 Lessor, as well as payment for the franchises.

                                 No co-insurance - Notwithstanding  the fact the
                                 Lessee  pays  its  Proportionate  Share  of the
                                 Lessor's insurance policy premiums,  the Lessee
                                 acknowledges that it shall not be a co-insured,
                                 that it shall not have any  insurable  interest
                                 in the said  policies  and that it shall remain
                                 liable for any  damage  that might be caused by
                                 its fault,  negligence,  acts or  omissions  or
                                 those of the persons the Lessee  permits to use
                                 or to have access to the Leased  Premises.  The
                                 Lessor or its  insurers  shall not waive  their
                                 right to claim from the Lessee any damage  that
                                 the Lessee is  responsible  for under the Lease
                                 or the Law.

                      1.2.13.12. annual  administration fees of fifteen per cent
                                 (15  %),   calculated   on  the  total  of  the
                                 Operating Expenses.

          1.2.14    "Prime Rate": means the rate designated by the National Bank
                    of  Canada  as  being  its  prime  rate,  plus  five  (  5 )
                    percentage points.

          1.2.15    "Real  Estate  Taxes":   means  all  levies  of  any  nature
                    whatsoever on the  ownership or operation of the  Immovable,
                    including interest on deferred  payments,  but excluding tax
                    on the income or on the capital of the Lessor  (except  that
                    part  of  the  tax  on  the  capital   attributable  to  the
                    Immovable,  which is included) and excluding any tax on real
                    estate transfers;

          1.2.16    "Rent": means the Minimum Rent and the Additional Rent;

          1.2.17    "Surtax":  means any surtax on non-residential  immovable or
                    any  other tax  imposed  under the  Municipal  Taxation  Act
                    L.R.Q.,  c. F- 2.1, as modified by L.Q. 1991. c. 32 and L.Q.
                    1992, c. 532 and any other future modifications.


----------

    (1)   in 1986, the amortisation of these measures and the energy bought with
          the  Loto-Quebec  computer  centre in connection  with this Article is
          twenty-nine cents per square feet ($0.29/sq.ft.) to be included in the
          Operating Expenses.


                                      -5-
<PAGE>


          1.2.18    "Taxes":  means  all  governmental  levies  usually  paid by
                    lessees (e.g.  water and business  taxes,  GST, Quebec Sales
                    Tax), in connection with the Leased  Premises,  the contents
                    thereof or the business conducted therein;

          1.2.19    "Taxing   Authority":   means  any  governmental   authority
                    whatsoever, legally authorised to impose taxes;

          1.2.20    "Term":  means the period  commencing on the date stipulated
                    as the Commencement of the Lease and terminating on the date
                    stipulated as the Termination of the Lease;

          1.2.21    "Unavoidable  Delay":  means a delay caused by circumstances
                    (except  for  the  financial  situation  of  either  of  the
                    parties),  which are  reasonably  beyond the  control of the
                    Lessor or the Lessee, as the case may be;

1.3       Intent - It is the  intent of the  parties  to this  Lease  that it be
          totally net to the Lessor.  The Lessor shall not be liable  during the
          Term for any costs of any  nature  whatsoever  relating  to the Leased
          Premises  and the  Lessee  shall be  solely  responsible  for any such
          costs, except as expressly otherwise provided herein.

ARTICLE 2
LEASE AND DELIVERY OF LEASED PREMISES

2.1       Lease of Leased  Premises - The Lessor hereby leases to the Lessee the
          Leased  Premises for the Term and in  consideration  of the Rent to be
          paid  by  the  Lessee  hereunder  and  of  the  other  provisions  and
          obligations to be observed and executed by the Lessee hereunder.

2.2       Delivery and  Finishing of Leased  Premises - The Lessee  acknowledges
          having  carefully  examined the Leased Premises in their present state
          and declares being fully satisfied therewith.  If such examination has
          not been made, the Lessee  undertakes to do so at the time of delivery
          of the Leased  Premises and to notify the Lessor in writing within ten
          ( 10 ) days of taking  delivery of any defect in the Leased  Premises.
          Should  the Lessee  fail to do so, the Lessee  shall be deemed to have
          taken  delivery  of the  Leased  Premises  in a good  state  and to be
          satisfied  therewith,  and  to  acknowledge  that  i) the  Lessor  has
          discharged all its  obligations in the preparation and delivery of the
          Leased  Premises  and  ii) the  Leased  Premises  may be used  for the
          purposes for which they have been leased.  Schedule "C"  describes the
          work to be undertaken by each parties and allocates the costs thereof.

2.3       Minor Deficiencies - Notwithstanding  that the Leasehold  Improvements
          are not fully completed at the  Commencement of the Lease,  the Leased
          Premises  shall be deemed ready for delivery and the Term shall not be
          affected  so long as  such  incomplete  work  does  not  significantly
          interfere with the use of the Leased Premises.

2.4       Delay in the  improvements  of the Lessee - If the  Lessor  allows the
          Lessee to undertake the leasehold improvements in the Leased Premises,
          article  8 and in  Schedule  "C"  and,  in the  event  such  leasehold
          improvements are not completed prior to the Commencement of the Lease,
          the Term shall in no case be affected.

2.5       Delay in the  improvements  of the Lessor - If the  Lessor  accepts to
          undertake the leasehold improvements in the Leased Premises, article 8
          and in Schedule "C", and these improvements are not completed prior to
          the Commencement of the Lease for a cause  attributable to the Lessee,
          the Term shall in no case be affected. If the delay is attributable to
          the Lessor, the Lessee shall not make any claim for damages.  However,
          the  Commencement of the Lease shall be deferred by the number of days
          equal to the number of days of delay.

2.6       Relocation - The Lessor shall have the right,  at any time, to replace
          the Leased Premises with any other premises located in the Building so
          long  as the  premises  are  substantially  comparable  to the  Leased
          Premises, with respect to the space and the usage for which the Lessee
          had leased the Leased Premises.



                                      -6-
<PAGE>


          In the event the Leased  Premises  are  occupied  by the Lessee at the
          time of the relocation,  the Lessor shall assume all reasonable  costs
          related  to the  Lessee's  moving in the new  premises  and the Lessor
          shall ensure that such move is performed diligently and shall make its
          best possible efforts not to inconvenience the Lessee.

          Prior to such  relocation  and,  in the  event the  Lessee is  already
          occupying the Leased  Premises,  the Lessor shall give a thirty ( 30 )
          days  written  notice,  such  notice to precede  the date to which the
          relocation has been  scheduled.  In any other event,  the Lessor shall
          then give the Lessee a fifteen ( 15 ) days written notice prior to the
          scheduled relocation.

          The new premises  assigned to the Lessee shall then be  designated  as
          the "Leased  Premises"  and the Minimum Rent and the  Additional  Rent
          shall then be adjusted  according to the new leasable  area of the new
          premises.

ARTICLE 3
SERVICES FURNISHED TO THE LESSEE

3.1       Description  of  Services - The Lessor  agrees to supply to the Lessee
          the following services:

          3.1.1     "Air-Conditioning": The Lessor shall supply, during Business
                    Hours,  air-conditioning to the Leased Premises. All special
                    requests  shall be at the expense of the Lessee.  The Lessee
                    shall be liable for the improper  functioning  of the system
                    caused  by  non-conforming  partitions,  by  changes  to the
                    Leased  Premises,  by  the  absence  of  sunshields,  by the
                    excessive  use  of  electrical  power,  or  by  the  use  of
                    apparatus  resulting in the  releasing of excessive  heat by
                    the Lessee.

          3.1.2     "Elevators":  The Lessor  shall supply  passenger  elevators
                    during Business Hours. At all other times,  limited elevator
                    service shall be available.

                    The Lessee  shall have the use of  escalators,  if any,  and
                    elevators,  in  conjunction  with all other  persons  having
                    access thereto.

                    The  freight  elevator,  if  any,  shall  be  used  for  the
                    conveyance  of furniture to the Leased  Premises,  the whole
                    pursuant to the Lessor's guidelines. Any deliveries shall be
                    made at the loading  ramp of the Building  only,  and may be
                    made solely by the representatives of the Lessee.

          3.1.3     "Heating":  The Lessor shall heat the Leased Premises during
                    Business   Hours.   The  Lessee  shall  be  liable  for  any
                    malfunctioning of the system  attributable to non-conforming
                    partitions or to changes to the Leased Premises.

          3.1.4     "Lighting":  The Lessor shall  provide,  at its cost, at the
                    Commencement of the Lease,  standard electrical equipment of
                    the  Immovable as well as the  "Supplies"  necessary for its
                    functioning  such as bulbs  and  starters.  Thereafter,  the
                    Supplies  shall be at the  cost of the  Lessee,  the  Lessor
                    reserving  its right to replace all of the Supplies in whole
                    or in part,  should  this  practice  be in  conformity  with
                    proper real estate management.

          3.1.5     "Business Hours": The Building shall be open during Business
                    Hours. At all other times,  the Lessor shall ensure that the
                    Leased Premises are reasonably accessible.

          3.1.6     "Cleaning":  The  Lessor  shall  have  the  Leased  Premises
                    cleaned,   outside  of  Business  Hours,  according  to  the
                    Lessor's usual standards.  The Lessee shall leave the Leased
                    Premises in a proper  state.  Should,  however,  the wall or
                    floor  coverings  of the  Leased  Premises  differ  from the
                    standard  coverings of the  Building,  or should  additional
                    services be required by the Lessee, the Lessee shall pay the
                    Lessor the  resulting  supplementary  costs,  as  Additional
                    Rent.

3.2       Use of Common  Areas and  Facilities - The Lessee shall be entitled to
          use and to  benefit  from  the  Common  Areas  and  Facilities  of the
          Immovable,  in  conjunction  with all others also entitled to


                                      -7-
<PAGE>

          such and having access thereto.  The Lessor may at any time change the
          form and  destination  of the  Immovable  and of its Common  Areas and
          Facilities  insofar as the  enjoyment  of the Leased  Premises are not
          substantially affected.

3.3       Supplies  and Services - Only the Lessor or its  designated  suppliers
          may provide electrical supplies and services, which shall be billed at
          comparable market rates.

3.4       Suspension  of  Services  - In the  event  of an  accident  or for the
          purpose  of  affecting  work,  or for any reason  beyond the  Lessor's
          control,  the  Lessor  shall be  entitled  to suspend or to modify any
          service  required to be provided  under the Lease for such time deemed
          reasonable by the Lessor.

3.5       Additional  Services - All  additional  services or services  provided
          outside Business Hours, which the Lessor accepts to provide,  shall be
          so provided  upon  sufficient  prior  notice and at the expense of the
          Lessee.  The costs and  expenses  incurred by the Lessor in  rendering
          such  additional  services  shall be subject to an increase of fifteen
          per cent ( 15 % ) for administration fees.

          The  energy  consumed  in the  Leased  Premises  shall be  billed on a
          monthly  basis  to the  Lessee,  based  on  the  Electricity  rate  as
          currently  estimated  and shall be  subject  to all  increases  set by
          Hydro-Quebec in the following years.

          The Lessor shall supply electrical power to the Leased Premises,  of a
          capacity  to meet a maximum  demand  of forty ( 40 ) watts per  square
          metre.

          The Lessor  shall bill the  Lessee  for the above as  Additional  Rent
          which  Additional  Rent  shall be  calculated  so as not to exceed the
          amount which the Lessee would  otherwise pay under the general service
          rates set by  Hydro-Quebec  and either  registered on a separate meter
          and/or according to an estimation of the energy consumed in conformity
          with Hydro-Quebec's  rates. The Lessor's undertaking hereunder is made
          subject  to the rules and  regulations  of  Hydro-Quebec  or any other
          competent authority.

          Notwithstanding  the  foregoing,  the  Lessor  shall have the right to
          install one or several  sub-metres  in which case the Lessee shall pay
          to the Lessor the energy  consumed as indicated  on the  sub-metre(s),
          the whole in conformity with Hydro-Quebec's rates.

          The Lessee  undertakes to never consume an amount of electrical  power
          exceeding  the  capacity  of  the  facilities   supplying  the  Leased
          Premises.   The  Lessor  shall  be  entitled  to  make  the  necessary
          verifications.

3.7       Damages caused during the provision of services - The Lessor shall not
          be  liable  to any  person  for any  damages  in  connection  with the
          services described in this Article,  whether the services are provided
          or not,  unless  caused by the fault or negligence of the Lessor or of
          its employees.  However, in no case shall the Lessee have the right to
          a reduction of the Rent or to resiliate  the Lease.  The Lessor shall,
          however,  to the  extent  possible,  remedy  the  situation  with  due
          diligence and within a reasonable delay.

ARTICLE 4
RENT

4.1       The Rent shall be paid on the first (1st) day of each month,  with the
          exception of the Proportionate  Share of Real Estate Taxes which shall
          be payable as  provided  for in Article  5.2  hereof,  at the  address
          indicated by the Lessor  without  notice and without any  abatement or
          compensation whatsoever. Adjustments for parts of months shall be made
          on a per diem basis.


                                      -8-
<PAGE>


ARTICLE 5
OPERATING EXPENSES AND REAL ESTATE TAXES

5.1       OPERATING EXPENSES:

          5.1.1     Upon the  Commencement of the Lease and thereafter  prior to
                    or at the beginning of each Fiscal Period,  the Lessor shall
                    estimate  the  amount  of the  Operating  Expenses  for  the
                    upcoming  Fiscal  Period  and shall  bill the Lessee for its
                    Proportionate  Share,  which shall be payable as  Additional
                    Rent.

          5.1.2     At the end of each Fiscal  Period,  the Lessor shall provide
                    the Lessee with a statement  audited by an independent  firm
                    of chartered  accountants  indicating  the actual  Operating
                    Expenses for the said Fiscal Period.  This  statement  shall
                    bind the parties. If it is determined that the payments made
                    by the Lessee are greater or lesser than the payments  which
                    the Lessee  should  have made,  the  parties  shall make the
                    necessary adjustments.

          5.1.3     Modification in the estimate of the Operating Expenses - The
                    Lessor  may   during  the  course  of  the  Fiscal   Period,
                    re-evaluate  its estimate of the  Operating  Expenses and in
                    such  a  case,  the   Additional   Rent  shall  be  adjusted
                    accordingly.

          5.1.4     Notwithstanding  anything  herein  contained  in the present
                    Lease,  if at any time during a Fiscal  Period the  leasable
                    area of the  Building  is not one hundred per cent ( 100 % )
                    occupied,  then for the  purpose of the  calculation  of the
                    Operating Expenses,  the Lessee's  Proportionate Share shall
                    have as its  denominator  the  leased  area of the  Building
                    provided  that  the  leased  area of the  Building  shall be
                    deemed never to be less than  eighty-five  per cent ( 85 % )
                    of the leasable area of the Building.

5.2       REAL ESTATE TAXES:

          5.2.1     During the course of each Fiscal  Period,  the Lessee  shall
                    pay its  Proportionate  Share  of  Real  Estate  Taxes  upon
                    receipt of an invoice from the Lessor.  However,  the Lessor
                    reserves  the right to modify the method of  collecting  the
                    Real  Estate  Taxes and to bill them in a manner  similar to
                    that provided for the Operating Expenses or otherwise.

          5.2.2     If the Lessor decides in its absolute  discretion to contest
                    the Real Estate Taxes, all of the expenses  relating thereto
                    shall   be   included   as   Operating   Expenses   and  any
                    reimbursement  of Real Estate Taxes shall be credited to the
                    Operating Expenses.

          5.2.3     If during the Term,  the system of real  estate  taxation is
                    modified  or  replaced  or if in addition to the Real Estate
                    Taxes,  a new tax or levy is  imposed  with  respect  to the
                    Immovable,  the words Real Estate  Taxes shall  include such
                    new tax or levy.

ARTICLE 6
TAXES AND OCCUPATION CERTIFICATE

6.1       The Lessee  shall pay all Taxes as they become due.  Should the method
          of collecting the Taxes be altered so as to make the Lessor liable for
          payment thereof, the Lessee shall reimburse the Lessor on demand.

6.2       The Lessee shall obtain from the  concerned  authority and pay for the
          occupation  certificate  and send a copy to the Lessor.  If the Lessee
          does not fulfil its  obligation to obtain the  occupation  certificate
          within thirty ( 30 ) days of its  occupation  of the Leased  Premises,
          the Lessor shall  consider  the omission as a default  under the Lease
          and the Lessee  shall  reimburse  the Lessor on demand for any penalty
          the Lessor could have paid without prejudice to any other recourse the
          Lessor can benefit from the law or the present Lease.


                                      -9-
<PAGE>

ARTICLE 7
USE AND MAINTENANCE OF LEASED PREMISES

As an essential  condition of the Lease,  it is agreed that the Lessee shall use
the  Leased  Premises  as  determined  in  article  1.1.3  of the  Lease  and in
conformity with the dispositions of the present article.

7.1       Use of the Leased  Premises - The Lessee  undertakes to use the Leased
          Premises with prudence and  diligence.  The Lessee  undertakes  not to
          disturb the peaceful  enjoyment of the other  lessees,  failing which,
          the Lessee will be liable towards the Lessor and the other lessees for
          any  damage  that may  result,  whether  such  damage is caused by the
          Lessee's  own acts or by the acts of  persons  which  the  Lessee  has
          allowed  to use or have  access to the  Leased  Premises.  The  Lessee
          acknowledges  and agrees that it is only one of many other  lessees in
          the Building and that  therefore the Lessee shall conduct its business
          in the Leased  Premises in a manner  consistent with the best interest
          of the Immovable as a whole.

7.2       Prohibited Use - Without  limiting the generality of the foregoing and
          without  derogating  from the  Lessee's  obligations  as  provided  in
          Article  7.1  hereof,  the Lessee will not use or permit or suffer the
          use of the  Leased  Premises,  or any  part  thereof,  for  any of the
          following businesses or activities, in or from the Leased Premises:

          7.2.1     any unethical or fraudulent practice;

          7.2.2     any  business or activity in respect of which the Lessor has
                    granted an  "exclusive"  provision in other leases or offers
                    to lease entered into by the Lessor and concerning which the
                    Lessor  has given the  Lessee  written  notice.  The  Lessee
                    agrees not to conduct its business in the Leased Premises in
                    a manner that would cause the Lessor to be in  contravention
                    of such  exclusive  clauses and agrees to indemnify and save
                    the Lessor  harmless  against and from any actions or claims
                    and for all costs and expenses in connection therewith.  If,
                    in the Lessor's opinion, the use by the Lessee of the Leased
                    Premises is prohibited by a provision of another lease,  the
                    Lessee shall immediately  discontinue such use, upon written
                    notice by the Lessor,  failing which,  the Lessor shall have
                    the right to a payment of a penalty  equal to four times the
                    Minimum  Rent  payable for each day of default or  terminate
                    this Lease by written  notice,  without  prejudice to any of
                    its other rights and recourses.

                    The Lessee  hereby  acknowledges  and agrees  that,  for the
                    purposes of Article 16.4 hereof, the Lessor, in refusing any
                    sublet or assignment for any of the aforesaid  businesses or
                    activities,   shall  not  be  considered   as   unreasonably
                    withholding  its  consent.  Moreover,  the Lessor may insist
                    that the Lessee cease all prohibited activity forthwith upon
                    demand.

7.3       Occupancy of the Leased  Premises - The Lessee shall occupy the Leased
          Premises and shall  continuously  and actively operate its business in
          the entire  area of the Leased  Premises  during the whole  Term;  the
          Lessee shall not leave the Leased Premises vacant or unoccupied at any
          time during the Term,  and shall keep  therein the  moveable  property
          which is normally used in the operation of its business,  the whole at
          all  times  throughout  the Term.  The  Lessee  acknowledges  that its
          obligations  pursuant to this Article 7.3 are of the utmost importance
          to the  Lessor  in  order  to  avoid  the  appearance  and  impression
          generally  created by vacant space, to facilitate the leasing of space
          in the Building,  and to maintain the character,  quality and image of
          the Building.  Furthermore,  the Lessee  acknowledges  that the Lessor
          shall suffer important,  serious and irreparable damages if the Lessee
          does not conform to the  provisions  of the present  Article  7.3, and
          this,  even if the  Lessee  continues  to  promptly  pay all  Rent and
          Additional Rent herein provided.

7.4       Maintenance  and  Repair of the Leased  Premises  - The  Lessee  shall
          assume and pay for all expenses related to the use and the maintenance
          of the Leased  Premises.  In this  regard,  the Lessee  undertakes  to
          effect,  at its  cost,  all  replacements  and  repairs  necessary  to
          maintain the Leased  Premises in a good state,  with the  exception of
          such  replacements and repairs due to ageing and normal wear and tear.
          The present  provision  includes the Lessee's  obligations  to pay for
          replacements   and  repairs   related  to  the  structure  or  to  the
          electro-mechanical  systems of the


                                      -10-
<PAGE>

          Building when such  replacements or repairs are attributable to an act
          or omission of the Lessee or of any person the Lessee allows to use or
          to have access to the Leased Premises. It is expressly agreed that all
          work or replacements to the  electro-mechanical  systems shall only be
          effected by the Lessor.

          In   addition,   the  Lessor   may,  at  all  times,   without   court
          authorisation,  effect all necessary work,  replacements,  repairs and
          maintenance which, in its opinion,  is deemed to be necessary in order
          to ensure the  conservation and the enjoyment of the Immovable and the
          Leased  Premises.  If the Lessor  proceeds  with such  work,  it shall
          ensure that the  enjoyment  of the Leased  Premises is not  materially
          diminished.  If necessitated by the nature of the work,  replacements,
          repairs and  maintenance,  the Lessor may require the Lessee,  without
          court  authorisation,  to vacate or to be temporarily  dispossessed of
          the  Leased  Premises.  The  Lessor  shall  exercise  its  right  in a
          reasonable  manner  and  indemnify  the  Lessee.  Notwithstanding  the
          foregoing,  the  Lessee  shall  in no event  resiliate  or  request  a
          reduction of Rent.

7.5       Inspection and Repairs - The Lessor and its  representatives may enter
          the Leased  Premises at all times to examine  their  condition  and to
          make such  modifications  which they deem  necessary or useful for the
          operation  and  the  proper  maintenance  of the  Immovable  or of its
          electro-mechanical systems.

7.6       Right of Access- If the Lessor  deems it  necessary  to install in the
          Leased Premises those portions of systems  serving the Immovable,  the
          Lessee shall authorise the Lessor to carry out such work without being
          compensated, provided that the enjoyment of the Leased Premises is not
          materially diminished.

7.7       Refuse - The Lessee shall follow the  instructions  of the Lessor with
          respect to refuse.

7.8       Notice of  Defects - The  Lessee  shall  notify  the  Lessor  within a
          reasonable delay, of any defect or deterioration  which is susceptible
          of damaging the Leased  Premises,  the Building or the Common Area and
          Facilities.

ARTICLE 8
LEASEHOLD IMPROVEMENTS

8.1      All Leasehold Improvements carried out in the Leased Premises before or
         during the Term, shall be first approved by the Lessor,  and shall meet
         the following conditions:

          8.1.1     In order to avoid the  suspension of work,  the Lessee shall
                    have the work performed,  at its own expense, by contractors
                    and subcontractors  approved by the Lessor. Such contractors
                    and subcontractors shall:

                    Before the beginning of the work:

                    a)   provide the Lessor  with the plans and  specifications,
                         beforehand  signed by the Lessee,  showing the proposed
                         Leasehold  Improvements,   as  well  as  all  documents
                         necessary to work approval,  like construction permits,
                         architecture   plan   bearing  the   architects   seal,
                         elevation plan and finish  samples,  plan of mechanical
                         and  electrical  distribution,  bearing  the  seal of a
                         specialised  engineer, if need be. Should the plans and
                         specifications  be  approved by the Lessor and bear the
                         Lessors  seal,  the  Leasehold   Improvements  must  be
                         carried   out  in   conformity   with  such  plans  and
                         specifications.  No  Leasehold  Improvements  shall  be
                         performed  by the  Lessee  as long as the plans are not
                         approved  by the Lessor  and  attested  by the  Lessors
                         seal;

                    b)   provide the certificates of compliance,  as well as the
                         following documents:

                         -    Company signing resolution;



                                      -11-
<PAGE>


                         -    Bid bond  (when  required;  the bid  bond  must be
                              presented with the tender);

                         -    Performance bond (when required);

                         -    Licence   from  the  Regie  des   entreprises   de
                              construction;

                         -    Certificate  of compliance  with CCQ;  (competency
                              card, permits, etc.)

                         -    Certificate     of    compliance     with    CSST;
                              (contributions paid, etc.)

                         -    List of subcontractors;

                    c)   obtain the necessary permits and authorisations;

                    d)   carry out the Leasehold Improvements,  according to the
                         Lessors instructions;

                    e)   contract,  and provide  copy of, an  insurance  against
                         civil  liability,  covering  their  activities  in  the
                         Building, until the date of issuance of the certificate
                         of total performance of work, for an amount of at least
                         two million  dollars ( $  2,000,000.00  ), as well as a
                         general property insurance policy covering at least the
                         amount of the price of the  contract  and full value of
                         the specified products to be provided by the contractor
                         in order to be  incorporated to the work. The insurance
                         contract shall include the Lessor as a co-insured party
                         and comprise an undertaking  clause by such insurers to
                         notify   the   Lessor  in  case  of   cancellation   or
                         modification of the insurance policy, at least thirty (
                         30 ) days in advance.  To this effect,  the  contractor
                         shall  be  responsible  for all  damage  caused  by its
                         contractors, subcontractors, as well as its suppliers.

                    Moreover,  it is  expressly  agreed that all work related to
                    the  electromechanical  systems will be  performed  only and
                    solely by the Lessor.

                    It is also agreed that the Lessee shall be  responsible  for
                    all the professionals and contractors hired on this project.
                    The Lessee shall also  designate a  representative  who will
                    communicate with the Lessors supervisor.

          8.1.2     It is  acknowledged  that the  Lessee is in no way acting as
                    the  Lessors   mandatory   with  respect  to  the  Leasehold
                    Improvements  carried out in the Leased  Premises,  and that
                    such Leasehold  Improvements are performed by the Lessee for
                    its own  benefit,  even if the  Lessor  grants the Lessee an
                    allowance  for the  work,  as it is common  practice  on the
                    market.

          8.1.3     On the  date of the end of work at the  latest,  the  Lessee
                    shall pay the Lessor an amount equal to five percent ( 5 % )
                    of the  costs  of the  Leasehold  Improvements,  in order to
                    compensate the Lessor for the management and  supervision of
                    the work and the  approval  of the  plans.  Should  the case
                    arise  when the  Lessor  pays the  Lessee an  Allowance,  as
                    described in Schedule "C" herein, the Lessor shall deduct an
                    amount  equal to five percent ( 5 % ) on the  Allowance,  in
                    compensation for the management, supervision of the work and
                    approval of the plans.  Such Allowance  shall become due and
                    claimable by the Lessee,  according to the terms of Schedule
                    "C" herein, if the case arises.

          8.1.4     Furthermore, at least ten ( 10 ) days before the work in the
                    Leased Premises  begin,  the Lessee shall provide the Lessor
                    with, and this at the Lessors discretion, a security bond on
                    the  construction  or a banks letter of credit for the value
                    of the work to be done,  which  form  and  content  shall be
                    subject to the  Lessors  approval  acting  reasonably,  or a
                    notice of waiver and a  commitment  of release for all legal
                    hypothec or right of legal  hypothec that could arise out of
                    the  materials  supplied.   Should  the  Lessee  default  in
                    providing  the  Lessor  with the  guaranties  required,  the
                    Lessor can order the immediate ending of the work being done
                    or to be carried out by such contractor or  subcontractor in
                    the Leased Premises.



                                      -12-
<PAGE>


          8.1.5     Should an hypothec  or other  security  be  registered,  the
                    Lessee shall have such hypothec or security cancelled within
                    fifteen ( 15 ) days.  Should this  cancellation not be done,
                    the  Lessee  shall  provide  the  Lessor  with a  sufficient
                    deposit to pay the said  hypothec or other  security,  along
                    with  the  pertaining   legal  fees.  Such  amount  will  be
                    reimbursed to the Lessee,  less the expenses incurred by the
                    Lessor,  upon  proof  of  cancellation  of the  hypothec  or
                    security.  If the Lessee defaults in depositing the required
                    amount,  the  Lessor  shall  have the right to  cancel  such
                    hypothec  or  security,  and then  claim from the Lessee the
                    reimbursement of the incurred expenses,  along with the fees
                    and the interests, at the Prime Rate.

          8.1.6     Each  contractor  shall  respect  the  working  rules of the
                    Building,  a list of which shall be given to the contractors
                    at  the  moment  of  the  granting  of  the  contract.   The
                    contractors  shall also respect all construction  codes. All
                    work  shall be  performed  after the  Business  Hours of the
                    Building.  Should some work have to be  executed  during the
                    Business  Hours,  said work shall  first be  authorised  and
                    permitted by the  Buildings  manager.  Moreover,  should the
                    Lessee  have work  executed in an area other than the Leased
                    Premises,  or should the Lessee  use the  freight  elevator,
                    during the performance of work in the Leased  Premises,  the
                    Lessor shall  provide the services of a security  guard,  at
                    the Lessees expense.

                    The contractor shall be responsible for all damage caused by
                    its subcontractors,  as well as its suppliers, and therefore
                    the Lessee  shall  ensure that the  contractor  has suitable
                    insurance to this effect.

          8.1.7     The  Lessee  shall  provide  the  Lessor  with the  plans as
                    constructed,  shop  drawings  mechanical  balancing  report,
                    plans  approved by the City, and operating  manuals,  within
                    two (2) weeks following the completion of work.

                    Furthermore,  should the Leasehold  Improvements be executed
                    by the  Lessor,  by the Lessee  with no  allowance  from the
                    Lessor,  or by the Lessee with an allowance from the Lessor,
                    all other terms and conditions, as well as the list of work,
                    are described in Schedule "C" herein.

8.2       All Leasehold  Improvements shall become the Lessors property, as soon
          as they are installed in the Leased  Premises and shall be surrendered
          with the Leased Premises at the Termination of the Lease,  without any
          compensation whatsoever to the Lessee.  Notwithstanding the foregoing,
          the  Lessee  shall,  at  the  End of  Term  or at  the  moment  of any
          anticipated  resiliation  of the Term,  at its own  costs,  remove all
          Leasehold  Improvements for which the removal has been demanded by the
          Lessor,  should it have been brought in the Leased  Premises before or
          after the  Commencement of the Lease, by the Lessor or the Lessee,  or
          by the Lessor for the previous  Lessee.  Should the Lessor require so,
          the Lessee  shall,  at its own expense,  leave the Leased  Premises in
          base building state.  The Lessee shall, at its own expense,  leave the
          Leased Premises in good state and clean,  under reserve of the repairs
          due to normal ageing, and repair all damage caused to the Building due
          to the removal of the Leasehold Improvements.

          Provided  that the Lessee  executed its  obligations  in virtue of the
          Lease,  at the  moment of the End of the Lease,  the  Lessee  shall be
          entitled to remove from the Leased Premises all its movable properties
          in the Leased Premises.  However,  all movable  properties left in the
          Leased  Premises  after  the End of the  Lease  shall be  deemed to be
          abandoned,  and the Lessor may dispose of such  properties  as it sees
          fit, without compensation of any nature to the Lessee.

ARTICLE 9
INSURANCE

9.1       The Lessee shall,  at its own expense and throughout the Term, keep in
          force:

          a)   insurance  coverage for public liability of businesses,  covering
               all acts the Lessee  could be held  responsible  for and covering
               the Leased  Premises and the  property  located  therein,  for an
               amount equal to a minimum of five million dollars



                                      -13-
<PAGE>

               ($5,000,000.00)  for each  occurrence  or for any greater  amount
               which the Lessor may reasonably  request from time to time, which
               insurance must contain such guarantees as required by the Lessor;

          b)   a broad form insurance  coverage for all of the property  located
               in the Leased  Premises,  and namely the leasehold  improvements,
               for an  amount  equal  to their  replacement  cost,  without  any
               deductions for depreciation,  which insurance shall, in addition,
               have the following endorsements:  replacement value and any other
               endorsements required by the Lessor;

          c)   broad form comprehensive  boiler and machinery  insurance as well
               as insurance  against the  breakdown of equipment  and  machinery
               (under  pressure or otherwise)  "combined form" and protecting in
               the  Leased  Premises  the  destruction  of  such  equipment  and
               machines,   damages  caused  by  all  such  occurrences  and  the
               interruption of business resulting therefrom, for an amount equal
               to  total   forceable   damages,   without  any   deduction   for
               depreciation,  which insurance must include such  endorsements as
               required by the Lessor.

          d)   business  interruption  insurance "broad form" providing standard
               coverage  of a minimum  period  of twelve ( 12 ) months,  in such
               amount to compensate  the Lessee for all loss of earnings and for
               additional  expenses  attributable  namely  to the  perils  to be
               insured  against  pursuant  to  sub-paragraphs  (a),  (b) and (c)
               mentioned   above,   which  insurance  shall  also  include  such
               endorsements as required by the Lessor;

          e)   all other insurance which the Lessor may reasonably  require from
               time to time.

9.2       All insurance policies shall:

          a)   be acceptable to the Lessor in form and in substance;

          b)   be subscribed from insurers acceptable to the Lessor;

          c)   provide  that  they  will not be  permitted  to  expire  or to be
               modified  unless the  insurer  gives the Lessor a ten ( 10 ) days
               written notice to that effect;

          d)   name the  Lessor and the Lessee as  insured,  according  to their
               interests;

          e)   contain a waiver of  subrogation of all rights which the Lessee's
               insurers  may have against the Lessor and for persons for whom it
               is in law responsible.

9.3       Increase of Risk - The Lessee shall:

          a)   not do  anything  which  increases  the  risk  of  fire  and  the
               insurance premium rates for the Immovable;

          b)   comply with the  requirements of the Lessor's  insurers or of any
               associations of insurers having jurisdiction in such matters; and

          c)   not keep dangerous  materials in the Leased  Premises unless such
               materials  are required for its business  and, in such a case, in
               such  quantities  as  are  permitted  by the  Lessor's  insurance
               policies,  failing  which the Lessee  shall pay to the Lessor any
               resulting increase of the insurance premiums.

9.4       Certificates  - The Lessee shall furnish the Lessor with  certificates
          of  insurance at least ten ( 10 ) days prior to taking  possession  of
          the  Leased  Premises  and  thereafter,  within ten ( 10 ) days of the
          renewal thereof.

9.5       If the Lessee fails to maintain the  insurance  for which it is bound,
          the Lessor may do so in the name of the Lessee and in such event,  all
          premiums paid by the Lessor shall be reimbursed by the Lessee.



                                      -14-
<PAGE>

ARTICLE 10
ACCESS BY LESSOR TO LEASED PREMISES

10.1      Visiting the Leased Premises - During the last twelve ( 12 ) months of
          the Term of this Lease, the Lessee shall permit any person  interested
          in leasing  the Leased  Premises to visit the Leased  Premises  during
          Business Hours.

          The  Lessee  shall  permit the  Leased  Premises  to be visited by any
          broker,  purchaser,  lender or evaluator of the Immovable.  The Lessor
          shall exercise its right in a reasonable manner.

ARTICLE 11
DAMAGE AND DESTRUCTION

11.1      Destruction  of  Leased  Premises  - Should  the  Leased  Premises  be
          destroyed  or damaged,  the Lessor  shall state its  intention  to the
          Lessee by way of  written  notice  transmitted  to the  Lessee  within
          thirty ( 30 ) days of the loss, to the effect that the Leased Premises
          are:

          11.1.1    wholly  uninhabitable  or that  their use is  dangerous  and
                    cannot be reasonably  repaired within one hundred and eighty
                    ( 180 ) days  following the loss, in which case either party
                    may resiliate the Lease with retroactive  effect to the date
                    of the loss;  if such notice is not given  within five ( 5 )
                    days following the notice  provided for in Article 11.1, the
                    Rent shall  abate from the date of the loss until the Leased
                    Premises  are  repaired  and are ready to be occupied by the
                    Lessee.

          11.1.2    wholly  uninhabitable or that their use is dangerous but are
                    reasonably  reparable  within one hundred and eighty ( 180 )
                    days  following the loss, as the case may be, the payment of
                    Rent  shall  abate from the date of the loss until such time
                    that the Leased  Premises  are  repaired and are ready to be
                    occupied by the Lessee;

          11.1.3    reasonably  reparable  within one hundred and eighty ( 180 )
                    days  following  the  loss  and  are  partly  usable  in the
                    interim;  as the case may be,  payment of Rent shall  abate,
                    with respect to the unusable area, from the date of the loss
                    until  such time that the  damages  have been  substantially
                    repaired.

11.2      Destruction  of the Building - If the Lessor is of the opinion,  which
          shall be given by notice within  thirty ( 30 ) days of the loss,  that
          twenty per cent ( 20 % ) or more of the leasable  area of the Building
          is damaged,  or if the Lessor is of the opinion  that the  Building is
          hazardous and that the Building  cannot be reasonably  repaired within
          one hundred and eighty ( 180 ) days or, that the proceeds of insurance
          do not cover the cost of repairs,  then the Lessor may  resiliate  the
          Lease  effective  retroactively  as of  the  date  of  the  loss,  all
          adjustments to the Rent to be made as of such date.

11.3      No  Obligation to Rebuild - The Lessor shall be under no obligation to
          repair or rebuild  the  Building,  the  Leased  Premises  or  contents
          thereof, the Lessee's alterations, improvements or other property.

ARTICLE 12
EXPROPRIATION

12.1      Resiliation  of the  Lease - In the case of an  expropriation  or of a
          taking of possession ("Expropriation") by a competent authority which,
          according to the Lessor,  renders the Building or the Leased  Premises
          unusable,  the  Lessor  may  terminate  the Lease from the date of the
          Expropriation by way of a written notice to the Lessee. The Lessee may
          claim  any  damages  from  the  expropriating  party  but not from the
          Lessor.


                                      -15-
<PAGE>


12.2     No Obligation to Contest - The Lessor is under no obligation to contest
         the Expropriation. The parties hereby reserve all their rights to claim
         future damages against the expropriating authority.

ARTICLE 13
DAMAGES

13.1      Liability  of  the  Lessor  -  Notwithstanding  any  provision  to the
          contrary,  the Lessor shall not be liable for damages occurring in the
          Leased  Premises  or  in  the  Immovable   resulting  from  any  cause
          whatsoever, unless such damages are directly attributable to the fault
          of the Lessor.  The Lessor shall not be liable for damages suffered by
          the  Lessee  resulting  from the fault  attributable  to a lessee or a
          third  party even if such third  party is a person  whom the Lessee or
          another lessee of the Building has allowed to use or to have access to
          the Leased Premises.

13.2      Limited  Liability  - Even if the  damages are due to the fault of the
          Lessor, its liability shall extend only to the movable property and to
          the ordinary fixtures of the Lessee located in the Leased Premises and
          shall not extend to special equipment, documents and securities.

13.3      No Reduction of Rent - Unless as  otherwise  stipulated  in the Lease,
          the  Lessee  shall  not in any  case  with  respect  to an  occurrence
          relating to the  Immovable or the Leased  Premises or to an act of the
          Lessor of any nature whatsoever, have the right to a reduction of Rent
          or to the resiliation of the Lease.  Nevertheless,  the Lessee may, if
          granted  by a court  of  law,  obtain  from  the  Lessor  compensation
          resulting  from  damages  directly  attributable  to the  fault of the
          Lessor.

ARTICLE 14
SIGNS AND ADVERTISING

14.1      Consent of Lessor - Any sign or advertising  material visible from the
          exterior  of the Leased  Premises or which may be  distributed  in the
          Immovable  must be  approved  by the Lessor who may  require  that the
          Lessee ceases the use thereof,  without  delay.  Should the Lessee not
          comply with the Lessor's  request,  the Lessor shall be entitled to do
          so at its cost and at the expense of the Lessee.

14.2      Maintenance of Signs - The Lessee shall, at its expense,  maintain all
          signs and shall  indemnify  the  Lessor  for any  damage  which may be
          caused to the Lessor.

14.3      Injurious Advertising - The Lessee shall not publish any advertisement
          injurious  to the  reputation  of the  Lessor,  the  Lessor or another
          lessee  of  the  Immovable,  and  shall  immediately  cease  any  such
          advertising at the request of the Lessor.

ARTICLE 15
COMPLIANCE WITH LAWS AND INDEMNIFICATION

15.1      Compliance  with  Laws - The  Lessee  shall  comply  with all laws and
          regulations  governing the business  conducted in the Leased Premises.
          The Lessee  shall carry out any  changes to the Leased  Premises or to
          the business conducted  therein,  which may be legally required by the
          competent  authorities,  failing which, the Lessor, after having given
          written notice to the Lessee,  may carry out such changes in its place
          and at its expense.

15.2      Indemnity of Lessor - The Lessee shall  indemnify  the Lessor  against
          any penalty  payable by the Lessor  resulting from the Lessee's breach
          to comply with the present  article,  including all related  expenses,
          including legal fees incurred by the Lessor to protect its rights.

15.3      Environmental  Clause - During  the Term and its  renewal,  the Lessee
          agrees to respect the  Environmental  Legislation and comply therewith
          promptly at its expense  and to  immediately  notify



                                      -16-
<PAGE>


          the Lessor of any release and discharge and presence inside or outside
          the Leased Premises of any Contaminants and Hazardous  Materials which
          are in breach of the Environmental Legislation.

          The  Lessee is liable for any  damage  whatsoever  caused in or to the
          Immovable  or the Leased  Premises  as a result of its  non-compliance
          with the Environmental  Legislation,  which damage may also entail the
          termination of the Lease.

          Notwithstanding  anything to the  contrary,  the Lessee  undertakes to
          save and hold  harmless  the Lessor,  its  representatives,  agents or
          employees from any claims, losses, costs, fees, expenses,  damages for
          bodily injury,  moral damages,  property  damages,  actions,  suits or
          proceedings  arising from or  attributable  to Lessee's act,  refusal,
          negligence or omission to comply with the Environmental Legislation.

ARTICLE 16
SUBLET AND ASSIGNMENT

16.1      Mandatory  Consent  of the  Lessor - The  Lessee  shall not assign the
          Lease or sublet the Leased  Premises  in whole or in part,  nor suffer
          the Leased Premises to be utilised by another person (such utilisation
          being, for the purposes hereof,  considered as a sublease) without the
          written  consent of the  Lessor,  which  consent  may not be  withheld
          without a serious reason.

          16.1.1    In the event of an  assignment  or of the  subletting of the
                    whole or any part of the Leased Premises,  unless a specific
                    written  consent to this effect is obtained from the Lessor,
                    no options whatsoever  contained in this Lease shall benefit
                    such sub-lessee or assignee.

          16.1.2    The  occupancy  of a part or of the  totality  of the Leased
                    Premises by a third party or the Lessor's  tolerance of such
                    occupancy or its  acceptance  of any payment shall in no way
                    constitute a waiver of the Lessee's obligation to obtain the
                    Lessor's consent for an assignment or a sublet.

16.2      Deemed  Assignment - If the Lessee is a company,  a  corporation  or a
          partnership,  any change in the effective control thereof is deemed to
          be an  assignment  of the Lease and the Lessee and the assignee  shall
          comply with the present Section 16.

16.3      Information to be provided - The request of the Lessee with respect to
          obtaining the consent of the Lessor to the sublease or the  assignment
          shall include the following:

          16.3.1    the name,  address and telephone number of the true proposed
                    sub-lessee  or  assignee,  or in the case of the  change  of
                    effective control of a corporation or of a company, those of
                    the senior  executives of the  corporation or of the company
                    as well as of those  persons who are  acquiring  the control
                    thereof;

          16.3.2    information  acceptable  to the Lessor  with  respect to the
                    commercial experience of the persons;

          16.3.3    references   from  banks  and  other  credit   institutions,
                    financial   statements   (if   available)   and  any   other
                    information which the Lessor may reasonably  require for the
                    purpose of its evaluation;

          16.3.4    if the  sub-lessee  or the  assignee is a  partnership  or a
                    company, the declarations or constituting documents thereof,
                    as amended;

          16.3.5    the  sub-lessee or the  assignee's  written  undertaking  to
                    respect  all and  every  obligations  of the  present  Lease
                    including,  without  limitation,  the obligation to grant to
                    Lessor the same sureties as previously granted by the Lessee
                    or any other surety that the Lessor may reasonably request.


                                      -17-
<PAGE>


          16.3.6    complete disclosure of all consideration,  rental, terms and
                    conditions of the proposed  assignment or sublease,  as well
                    as all  information  and documents  relating to the proposed
                    sublease or assignment.

16.4      Justified  Refusal - The Lessor may refuse to consent to the  proposed
          sublease  or  assignment  of  the  Lease,   for  any  serious  reason,
          including, without limitation:

          16.4.1    failure to provide the  information  or  documents  required
                    pursuant to Article 16.3;

          16.4.2    the poor reputation,  lack of business experience or lack of
                    commercial success of the proposed sub-lessee or assignee;

          16.4.3    if the use which the proposed  assignee or sublessee intends
                    to make of the Leased  Premises is in conflict,  in whole or
                    in part, with any exclusivity  right then already granted by
                    the  Lessor  to  another  lessee  in  the  Building;  or  is
                    incompatible  with the  image,  character  or quality of the
                    Building;

          16.4.4    if the proposed assignee or sublessee is already a lessee or
                    occupant of the Building  and other space is  available  for
                    such party in the Building or will become  available  within
                    the next following six ( 6 ) months; or

          16.4.5    if the  proposed  assignee or  sublessee  does not intend to
                    physically  occupy the Leased Premises and actively  operate
                    its business therein in good faith; or

          16.4.6    if the proposed  assignment  or sublease  becomes  effective
                    before the date on which the Lessee has physically  occupied
                    the Leased  Premises and  commenced to actively  operate its
                    business therein in good faith.

          16.4.7    if the Lessor  has  reasonable  grounds to believe  that the
                    proposed  assignee or sublessee  does not have the financial
                    capacity  to meet all its  obligations,  including,  without
                    limitation, the obligations of the Lessee towards the Lessor
                    under the Lease.

16.5      Answer of the Lessor - Within  thirty ( 30 ) days from the  receipt of
          the Lessee's complete request for the Lessor's consent,  together with
          all the required  information  and documents,  the Lessor shall inform
          the Lessee:

          a)   of its refusal to consent, stipulating the reasons therefor, or

          b)   of its consent, or

          c)   that the Lessor has  chosen,  as an  alternative  to its  consent
               (without  affecting  its other rights and without  being  obliged
               thereto),  to become itself the sublessee or the assignee, as the
               case  may be,  for the same  consideration,  rentals,  terms  and
               conditions as those of the proposed  sublease or  assignment,  in
               the place of the proposed assignee or sublessee, or

          d)   that the Lessor has  chosen,  as an  alternative  to its  consent
               (without  affecting  its other rights and without  being  obliged
               thereto), to terminate the Lease as of the fifteenth ( 15th ) day
               following the date on which the Lessor so informs the Lessee,  it
               being understood that the Lessee shall,  however,  have the right
               to withdraw its request for consent to the proposed assignment or
               sublease within such fifteen ( 15 ) days delay.

16.6      Delay for  Sublet or  Assignment  - Should  the  Lessee  not sublet or
          assign  the Leased  Premises  within  sixty ( 60 ) days  after  having
          obtained the consent of the Lessor,  said consent  shall be considered
          null and the Lessee shall  recommence  the  procedure for carrying out
          the sublease or the assignment.

16.7      Should the  Lessor  fail to perform  its  obligations  for which it is
          bound to the Lessee,  the  sub-lessee  may not exercise the rights and
          remedies of the Lessee against the Lessor.



                                      -18-
<PAGE>


16.8      Solidarity - Notwithstanding any sublease or assignment,  the Lessee's
          liability  shall remain  solidary with the assignee or the sub-lessee,
          as the case may be for all of the  obligations of the Lessee  pursuant
          to the Lease, so that the Lessor may compel the Lessee, and the Surety
          (if any),  to  observe  all of the  obligations  of the Lease as if no
          assignment or sublease had occurred.

16.9      Expenses of the  Sublease or the  Assignment  - If the sublease or the
          assignment is accepted,  the Lessee shall reimburse the Lessor for the
          related  administrative  expenses,  subject  to  the  approval  of the
          sublease or the assignment, which shall be payable by certified cheque
          and shall be remitted at the time of  signature  of the  agreement  of
          sublease or of assignment.

16.10     Approval of  Publicity - The  sublease  or the  assignment  may not be
          publicised in any manner  whatsoever,  without the express approval of
          the Lessor with respect to the form and  substance of such  publicity,
          all  advertising  in relation to the sublease or the assignment of the
          Lease may be injurious to the Immovable.

ARTICLE 17
ASSIGNMENT BY LESSOR

17.1      Assignment  by  Lessor  - In  the  event  of a  sale,  transfer  or an
          assignment  of the  Immovable  or any  part  of the  Immovable  by the
          Lessor,  or an  assignment by the Lessor of this Lease or any interest
          in the Lease  hereunder,  the Lessor  shall be freed of all  liability
          with respect to any  obligations  in virtue of the Lease or of the law
          if  such  purchaser  or  assignee  assumes  the  Lessor's  obligations
          according to the Lease or law.

17.2      Lessees Certificates - At any time and from time to time upon not less
          than ten ( 10 ) days prior  notice at the request of the  Lessor,  the
          Lessee  shall  execute and  deliver,  as  directed  by the  Lessor,  a
          certificate  of an  officer of the  Lessee  certifying  as at the date
          thereof whether this lease is in full force and effect, whether or not
          it has been modified (and if so in what respect), the status of annual
          rent and other accounts between the Lessor and Lessee,  whether or not
          there are any existing defaults on the part of the Lessor of which the
          Lessee has  notice  (and if so,  specifying  them) and as to any other
          matters  in  connection  with this  lease in  respect  of which such a
          certificate is reasonably requested.

17.3      Lessors Certificates - At any time and from time to time upon not less
          than ten ( 10 ) days prior  notice at the request of the  Lessee,  and
          for the purposes only of a transaction contemplated by Article 17, the
          Lessor  shall  execute and  deliver,  as  directed  by the  Lessee,  a
          certificate  of an  officer of the  Lessor  certifying  as at the date
          thereof whether this lease is in full force and effect, whether or not
          it has been modified (and if so in what respect), the status of annual
          rent and other accounts between the Lessor and Lessee,  whether or not
          there are any  existing  defaults on the part of the Lessee  which the
          Lessor has  notice  (and if so,  specifying  them) and as to any other
          matters  in  connection  with  this  lease in  respect  of which  such
          certificate is reasonably requested.

17.4      Effect of  Certificates  - Any  statement  delivered  pursuant  to the
          provisions of this Article 17 may be conclusively  relied upon only by
          the person to which such statement is addressed but shall not preclude
          any rights of the party giving such statement with respect to defaults
          not set forth in such  statement  but of which the party  giving  such
          statement  had no actual  knowledge at the date thereof as against the
          other immediate party to this lease.

ARTICLE 18
DEFAULT AND RECOURSE

18.1      A default shall occur in the following cases:

          a)   if the Lessee does not fulfil any of its obligations  pursuant to
               the Lease and if this default continues:




                                      -19-
<PAGE>

               i)   in the cases of a pecuniary obligation, for more than five (
                    5 ) days  following  the  receipt by the Lessee of a written
                    notice from the Lessor;

               ii)  in all  other  cases,  for  more  than  fifteen  ( 15 ) days
                    following  the  receipt of a written  notice from the Lessor
                    (unless it constitutes a default  otherwise  provided for in
                    this  paragraph  18.1 or unless the default  cannot be cured
                    within  said  delay,  in which  case the  Lessee  shall have
                    commenced to cure the default  within the  prescribed  delay
                    and to continue to do so with diligence) or within a shorter
                    delay  stipulated  in the Lease  (the  latter  delay  taking
                    precedence);

          b)   if  the   Lessee  is  the  object  of   bankruptcy,   insolvency,
               dissolution  or  liquidation  proceedings or loses control of the
               property located in the Leased Premises;

          c)   if the Lessee  makes a sale of an  enterprise  or if the property
               located  in the  Leased  Premises  is  seized  and that a release
               thereof is not obtained within fifteen ( 15 ) days;

          d)   if the Lessee do not  continuously  operate  its  business in the
               entire area of the Leased  Premises,  leaves the Leased  Premises
               vacant  during  five ( 5 )  consecutive  days  or if  the  Leased
               Premises are used by a person who is not  authorised  pursuant to
               the Lease; or

          e)   if a sublease  or an  assignment  is  attempted  or if the Lessee
               grants a guarantee  that  affects  the  Lessor's  own  guaranties
               provided in the Lease.

          The mere  lapse of the delays  provided  for in  paragraph  18.1 or as
          otherwise  provided  for in the Lease shall have the effect of deeming
          the Lessee in default.

18.2      Default  and  Recourses  - Each time that an event of default  occurs,
          subject to the other  rights and  recourses  which are  granted to the
          Lessor  pursuant  to the  Lease or law and  notwithstanding  any other
          provision of the law, the Lessor shall have the  following  rights and
          remedies, which shall be cumulative and not alternative:

          a)   the right to  terminate  the Lease by  notice to the  Lessee  and
               following such notice, the Lessee shall not be entitled to remedy
               the default;

          b)   the Lessor  may enter the Leased  Premises  as  mandatory  of the
               Lessee,  re-let  them  for the  duration  of the Term and on such
               conditions  which the Lessor  may  determine  at its  discretion,
               collect the Rent, take possession, as mandatory of the Lessee, of
               all moveable property located in the Leased Premises and, in such
               a case store the  moveable  property  at the cost and risk of the
               Lessee or sell or assign it in such  manner as the  Lessor  deems
               appropriate  without notice to the Lessee;  make modifications to
               the Leased  Premises  in order to  facilitate  their  re-letting;
               apply the  proceeds of any sale or  re-letting  to the payment of
               all  expenses  incurred  by the  Lessor in  connection  with such
               re-letting  or of such sale and to any other  debt of the  Lessee
               towards the Lessor and, lastly, to the payment of Rent in arrears
               or of future payments of Rent which are to become due. The Lessee
               shall remain liable to the Lessor for any deficiency;

          c)   the right to remedy or attempt to remedy,  at the  expense of the
               Lessee  and  with no  liability  on the part of the  Lessor,  any
               default  of the  Lessee  pursuant  to the  Lease on behalf of the
               Lessee and to enter the Leased Premises for such purposes.

          d)   the right to recover from the Lessee all damages suffered as well
               as all expenses incurred by the Lessor pursuant to the default of
               the Lessee

18.3      Indemnity - Should the Lessor  retain the services of legal counsel in
          connection  with the non  performance by the Lessee of its obligations
          pursuant  to these  presents,  the  Lessee  shall  pay the  Lessor  as
          damages,  judicial costs, and fees of fifteen per cent ( 15 % ) of the
          amount of the Rent due in connection with such legal services.


                                      -20-
<PAGE>


ARTICLE 19
NOTICE

19.1      Any notice to be given  under this Lease  shall be sent by  registered
          mail or by  telecopier  transmission  or  delivered  in  person at the
          addresses  indicated above at article 1.1.12.  The Lessor reserves the
          right to change its address.

          Notices  sent by mail shall  have been  deemed to be  received  on the
          third  business  day  following  the  mailing  thereof  and  those  by
          telecopier the business day following their transmission.

          The Lessee elects  domicile in the Leased Premises for all purposes in
          connection with these presents.

ARTICLE 20
TERMINATION OF LEASE

20.1      Any  occupation  of the  Leased  Premises  by  the  Lessee  after  the
          Termination  of the Lease shall not have the effect of  extending,  or
          expressly or tacitly renewing the Lease.

20.2      The Lessor may allow the Lessee in the event the Lessee  occupies  the
          Leased  Premises after the  Termination of the Lease,  to continue its
          occupation  pursuant to a monthly Lease in  consideration of a monthly
          Minimum  Rent  which is fifty per cent ( 50 % ) greater  than the last
          monthly  Minimum Rent of the Term,  the other terms and  conditions of
          the Lease remaining the same.

ARTICLE 21
UNAVOIDABLE DELAY

21.1      Except  for the  payment  of an amount  of money,  each time the Lease
          provides for the performance of an obligation, the obligation shall be
          performed  subject  to  Unavoidable  Delay.  The Lessee and the Lessor
          shall  be  deemed  not  to be in  default  in the  performance  of any
          obligation  under  this Lease if they are  prevented  from so doing by
          Unavoidable  Delay, and any period of time for the performance of such
          obligation shall be extended accordingly.

          The Lessee and the Lessor shall notify each other respectively without
          delay at the outset of the cause,  the  duration  and the  effect,  to
          their knowledge, of any Unavoidable Delay.

ARTICLE 22
MODIFICATION OF LEASE AND PERFORMANCE BY A THIRD PARTY

22.1      Modification  of Lease - Any  modification of the Lease shall be valid
          only if expressly  agreed to in writing by the Lessor,  the Lessee and
          the Surety (if any).

22.2      Performance  by Third Party - A third party may not acquire any rights
          pursuant to these presents in performing an obligation of the Lessee.

ARTICLE 23
MISCELLANEOUS

23.1      Declaration of intent - This Lease is intended to be a simple document
          drafted in ordinary  language.  When words or expressions of a general
          meaning are used, the widest  possible  meaning is to be given to them
          unless the context clearly indicates otherwise.



                                      -21-
<PAGE>


23.2      Absence  of  Waiver - The fact  that one or the  other  party  has not
          exercised any of its rights  hereunder  shall not  constitute a waiver
          thereof.

23.3      Cancellation of Previous Agreements - This Lease represents the entire
          agreement  between the parties in connection with the Leased Premises.
          It  replaces  all  previous  documents  and  discussions  between  the
          parties.

23.4      Successors  and  Assigns-  The Lease  shall  bind the  successors  and
          assignees of the parties.

23.5      Brokerage  Commission - The Lessee  warrants to the Lessor that it has
          not  retained  the  services  of  any  broker  in  respect  with  this
          transaction.  Any  brokerage  commission  with  respect to the present
          transaction  shall  be  borne  exclusively  by the  Lessee  who  shall
          indemnify the Lessor against any claim with respect thereto, except in
          the case where the Lessor has given a specific  written  mandate to an
          agent with respect to this transaction.

23.6      Brokerage  Commission - The Lessee  guarantees  to the Lessor that the
          only broker involved in this transaction was Madame Vittoria  Tassone.
          The  Lessor  shall  be  responsible  to  pay  the  leasing  commission
          pertaining  to  the  present  Lease  upon  the  terms  and  conditions
          stipulated in a commission  agreement to intervene  between the Lessor
          and the broker.

23.7      Conversion - The Parties to this Lease agree to the  following  metric
          factors :

                    1 metre            =    3.2808 feet
                    1 square metre     =    10.7643 square feet
                    1 foot             =    0.3048 metres
                    1 square foot      =    0.0929 square metres

23.8      Cumulative  Rights - The rights  conferred  to the Lessor shall not be
          exclusive but shall be cumulative.

23.9      Undertaking to Cooperate - The parties agree to sign all documents and
          do all things  necessary  or  desirable in order to give effect to the
          intention of the parties.

23.10     Publication  of Lease - The Lessee shall have the right to publish the
          Lease,  after having  obtained the prior  approval of the Lessor as to
          the form and as to the other terms of the publication, without however
          mentioning any of the Lease's  financial  terms,  failing  which,  the
          Lessor  may  radiate  such  publication  at the  Lessee's  cost.  Such
          publication  shall be made  solely  at the  Lessee's  cost,  including
          publication  fees and the cost of a published copy for the Lessor.  In
          cases of  publication,  the Lessee shall,  at the  Termination  of the
          Lease,  cause the  publication  to be cancelled  at its cost,  failing
          which the Lessor may do so at the expense of the Lessee.

23.11     Partial Invalidity - All of the parts of this Lease are divisible.  If
          for any reason  whatsoever a provision thereof is judged to be illegal
          or  unenforceable,  the other  provisions of the Lease shall remain in
          effect mutatis mutandis.

23.12     Interpretation - In this Lease, unless the context dictates otherwise:

          i)   the masculine  includes the feminine and the singular the plural,
               and

          ii)  the words  "hereinabove"  and  "these  presents"  or any words or
               expressions having similar import shall refer to the Lease in its
               entirety.

23.13     Laws - This  Lease  shall be  governed  by the Laws in  effect  in the
          province of Quebec.  In addition,  by these presents,  all the parties
          elect domicile in the Court of jurisdiction for the judicial  district
          of  Montreal,  for all  judicial  proceedings  which  may be  taken in
          connection with the application of the present Lease,  notwithstanding
          the fact that one or the other  parties  may have  signed  this  Lease
          outside of the judicial district of Montreal.

23.14     Late Payments - The  acceptance by the Lessor of post-dated  cheque or
          of any late payment shall be considered as a means of collection only,
          subject to the rights of the Lessor  pursuant to these  presents.  Any
          sums unpaid by the Lessee shall bear interest at the Prime Rate.


                                      -22-
<PAGE>


23.15     Solidary  liability - If several persons have signed this lease, their
          liability is solidary,  so that each person shall be liable for all of
          the  obligations  under this Lease,  without  division and  discussion
          benefits.

23.16     Titles - The  titles  and the  numbering  of the  articles  have  been
          inserted as a matter of convenience and shall not be used to interpret
          the text thereof.

23.17     Time is of the  Essence  - All  delays  provided  for in the  Lease in
          connection  with an  undertaking  or an obligation of the Lessee or of
          the Lessor are of the essence.

23.18     Prohibition  to  sell  by  auction  - In the  event  of  the  Lessee's
          bankruptcy,  there  shall  be no sale  by  auction,  performed  by any
          competent authority whatsoever, permitted in the Leased Premises.

ARTICLE 24
MOVABLE HYPOTHEC

ARTICLE 25
REGULATIONS

25.1      The Lessee shall  observe the  regulations  respecting  the use of the
          Immovable,   which  are  annexed  hereto  as  Schedule  "E",  as  such
          regulations may be modified by the Lessor, to the extent that they are
          not in  contradiction  with the  Lease.  The  regulations  may  differ
          depending on the type of business located in the Immovable but may not
          be discriminatory.

ARTICLE 26
SPECIAL PROVISIONS/SCHEDULES

26.1      The schedules form an integral part of this Lease.



                                      -23-
<PAGE>


In witness whereof the Lessee acknowledges that,  notwithstanding that the Lease
was drawn up and submitted by the Lessor,  the Lessee has  negotiated the Lease,
that  it  understands  all of its  provisions  and  that it was  given  adequate
explanations  as to the nature  and  extent of the Lease.  The Lessee has signed
these presents on the this  ____________________th  day of  ____________________
__________.



                                                       GSI TECHNOLOGIES USA INC.
                                                                        "Lessee"

                                      Per:
----------------------------------        -------------------------------------
Witness                                              J.Michel De Montigny



                                      Per:
-----------------------------------        ------------------------------------
Witness





In witness whereof the Lessor has signed these presents in ____________________,
this ____________________th day of ____________________,___________.



                                                           2849-3930 QUEBEC Inc.
                                         duly represented by mandatory SITQ INC.
                                                                        "Lessor"



                                         Per:
-----------------------------------          -----------------------------------
Witness                                       Denis Perreault, Leasing Director



                                         Per:
------------------------------------         -----------------------------------
Witness                                      Daniel Archambault,Vice-president
                                             Office Buildings and Business Parks


                                                       INITIALS
                                        ---------------------------------------
                                             LESSOR                LESSEE
                                                                   SURETY
                                        ---------------------------------------

                                        ---------------------------------------


                                      -24-
<PAGE>


                  SCHEDULE "A" GUARANTY IN FAVOUR OF THE LESSOR

SCHEDULE "A" to the Lease between  2849-3930  QUEBEC.Inc.,  duly  represented by
mandatory SITQ inc. ( "Lessor" ) andGSI TECHNOLOGIES USA INC. ( "Lessee" );

                          DEPOSIT OF A LETTER OF CREDIT

1.   This Schedule  relating to the deposit of a letter of credit is an integral
     part of the Lease as Schedule  "A". The words and  expressions  used herein
     will have the same meaning and the same extent as those used in the Lease.

2.   As security for faithful  and punctual  performance  from the Lessee of all
     and every of its  duties in virtue of the Lease,  the Lessee has  remitted,
     upon the signature of the Lease, an unconditional and irrevocable letter of
     credit  (hereinafter  referred to as the  "Letter of Credit")  emitted by a
     Canadian Chartered Bank, in favour of SITQ for an amount of ( 75 000$ ) for
     the  fouth  first  year of the term and of 50 000$ for the last year of the
     term.. In addition of being unconditional and irrevocable,  the said Letter
     of Credit shall be acceptable  in form to the Lessor,  permit the Lessor to
     transfer such Letter of Credit to any assignee,  buyer or secured  creditor
     of the  Building and permit the Lessor to cash the Letter of Credit even if
     the Lease is  repudiated,  cancelled  or  otherwise  resiliated  in case of
     bankruptcy or  insolvency.  The Letter of Credit shall expire thirty ( 30 )
     days after the expiration of the Term of the Lease (including all and every
     periods of renewal of the Lease),  being  specified  that if such Letter of
     Credit  cannot be  emitted  for the whole  Term of the  Lease,  it shall be
     emitted and renewed for  successive  periods of at least twelve (12) months
     each. In such case, the Lessee shall provide the Lessor,  at least thirty (
     30 ) days before each expiration date of the Letter of Credit, with a proof
     of its  renewal.  Should  the Lessee  fail to do so,  the  Lessee  shall be
     automatically  considered  in default and the Lessor shall  immediately  be
     entitled to cash such Letter of Credit.

3.   Without  affecting  its other  rights and  recourses,  the Lessor  shall be
     entitled to use the Letter of Credit, in part or in whole, as reimbursement
     of any  amount  due to the  Lessor by the Lessee in virtue of the Lease and
     that the Lessee failed to pay when due.  Following  such  allocation of the
     Letter of Credit,  the Lessee  shall,  within ten ( 10 ) days after request
     from the Lessor to this  effect,  provide  the Lessor  with a new Letter of
     Credit of the abovementioned amount. Moreover, the Lessor shall be entitled
     to remit the Letter of Credit to any assignee of its rights in the Lease or
     in the Leased  Premises,  provided that every such assignee has assumed the
     duties of the Lessor  regarding  such Letter of Credit.  Should the Lessor,
     according to the  provisions  of Article "" 16 of the Lease,  covenant that
     the  Leased  Premises  be sublet  by a  sub-lessee  or that  this  Lease be
     assigned to an  assignee,  the Lessor shall then be entitled to demand that
     the Letter of Credit be replaced by a new Letter of Credit  supplied by the
     assignee or by the sub-lessee.  Should they fail to do so, the Lessor shall
     be entitled  to realise or cash the Letter of Credit,  as if the Lessee was
     in default of its duties in virtue of the Lease,  under reserve and without
     prejudice to all of the Lessor's other rights, remedies and recourses.

4.   Provided  that the Lessee is not in default in virtue of the Lease and that
     physical possession of the Leased Premises is given back to the Lessor, the
     Lessor  undertakes,  within thirty ( 30 ) days after the  expiration of the
     Term of the Lease (including all and every cancellation  before date of the
     Lease or  renewal of the  Lease),  to give back to the Lessee the Letter of
     Credit.

In  witness  whereof  the  Lessee  has  signed  in  ____________________,   this
____________________th day of ____________________, __________.

                                               gsi technologies usa inc."Lessee"

                                      Par:
----------------------------------       ---------------------------------------
Witness                                  signloc




----------------------------------
Witness



<PAGE>


                                SECURITY DEPOSIT

1.   The Lessee has remitted,  upon the signature of the Lease, an unconditional
     and  irrevocable  letter of credit or shall remit  simultaneously  upon the
     signature of the Lease, a security  deposit for an amount of ( 17 500$ us )
     (hereinafter  referred to as the  "Deposit").  The Lessor shall retain such
     Deposit,  belonging  to the Lessor,  without any  interest in favour of the
     Lessee, as security for the faithful and punctual performance by the Lessee
     of all and every of its duties in virtue of the Lease.

3.   Without  affecting  its other  rights and  recourses,  the Lessor  shall be
     entitled to use the Deposit,  in part or in whole, as  reimbursement of any
     amount  due to the Lessor by the Lessee in virtue of the Lease and that the
     Lessee failed to pay when due.  Following  such  allocation of the Deposit,
     the Lessee  shall,  within ten (10) days after  request  from the Lessor to
     this effect,  provide the Lessor with an amount  sufficient to re-establish
     the Deposit to the  abovementioned  amount.  Moreover,  the Lessor shall be
     entitled to remit the Deposit to any assignee of its rights in the Lease or
     in the Leased Premises,  provided that such assignee has assumed the duties
     of the Lessor  regarding  such  Deposit.  The  assignment  or sublet by the
     Lessee shall in no way affect the rights and  obligations of the Lessee and
     of the Lessor regarding the Deposit.

4.   Provided  that the  Lessee  is not in  default  in  virtue of the Lease the
     Lessor, the Lessor undertakes to give back to the Lessee an amount or money
     equivalent  to the  Deposit or any balance of such  Deposit,  at the latest
     December 15th 1999.

In  witness  whereof  the  Lessee  has  signed  in  ____________________,   this
____________________th day of ____________________, __________.


                                                       GSI TECHNOLOGIES USA INC.
                                                                        "Lessee"


                                      Per:
----------------------------------        --------------------------------------
Witness                                                J.Michel De Montigny




----------------------------------
Witness


<PAGE>


                                  SCHEDULE "B"
                               DESCRIPTION OF LAND


                                Place Mercantile

An  Immovable  known and  designated  as lot number ONE  MILLION  THREE  HUNDRED
THIRTY-NINE  THOUSAND EIGHT HUNDRED  EIGHTY-THREE (1 339 883) of the Cadastre of
Quebec, registration division of Montreal.

With the building thereon erected and, more  particularly,  the building bearing
civic numbers 2095 McGill College Avenue,  in the City of Montreal,  Province of
Quebec,  H3A 3B4 and 752-772  Sherbrooke  Street West,  in the City of Montreal,
Province of Quebec, H3A 1G1.

With and  subject to all rights,  servitudes,  active and  passive,  apparent or
unapparent relating to the said property.

                                  SCHEDULE "C"
                      WORK BY THE LESSOR AND BY THE LESSEE


LESSORS WORK:

The Lessor  covenants to pay the Lessee,  for the Leasehold  Improvements in the
Leased  Premises,  the  sum  of (  23.00$  )  (hereinafter  referred  to as  the
Allowance) less five percent ( 5 % ) for the supervision of the work executed by
the Lessee,  (plus GST and QST), from the total costs of the work. The work must
be based upon the Lessee's  specifications and upon approval from the Lessor. It
is  specifically  agreed that the Lessee shall use one hundred percent ( 100 % )
of  the  Allowance  to  proceed  to the  Leasehold  Improvements  in the  Leased
Premises.

The Allowance  shall be payable by the Lessor and claimable by the Lessee,  upon
the following terms and conditions,  provided that the improvement work be fully
completed,  according  to the rule  book and in  compliance  with the  plans and
specifications  submitted to the Lessor,  before the  Commencement of the Lease.
This  Allowance  shall be solely  spent for the uses agreed upon by the parties,
failing which the Lessor shall not be bound to any payment.

The payments shall be as follows:

1    A first (1st) amount of ( 2.30$ ), representing ten percent ( 10 % ) of the
     Allowance,   will  be  paid  when  the   contractor  has  duly  signed  the
     construction contract, a copy of which will be given to the Lessor.

2    A second (2nd) amount of ( 5.75$ ), representing twenty-five percent ( 25 %
     ) of the  Allowance,  will be paid after at least fifty percent ( 50 % ) of
     the  work are  carried  out,  and  after  written  confirmation  from  SITQ
     Constructions  supervisor to this effect,  as well as upon  presentation of
     the invoices previously approved by the concerned  professionals,  to which
     shall be attached the contractors  and  subcontractors  partial  discharges
     testifying to the payment of these invoices.

3    A third (3rd) maximum amount of ( 5.75$ ), representing twenty-five percent
     ( 25 % ) of the Allowance,  will be paid after at least eighty percent ( 80
     % ) of the work are carried out, and after written confirmation from Lessor
     Construction supervisor to this effect, as well as upon presentation of the
     invoices previously approved by the concerned professionals, to which shall
     be  attached  the  contractors  and   subcontractors   partial   discharges
     testifying to the payment of these invoices.

4.   A fourth (4th) amount of ( 6.90$ ),  representing  thirty percent (30 %) of
     the Allowance, (less all Lessors supervision fees) will be paid thirty ( 30
     ) days after approval of the work by the professionals concerned (architect
     and engineer),  and only after their written confirmation that the work are
     completed and  approved.  The Lessee also shall provide the Lessor with all
     and every invoices (previously approved by the concerned professionals), to
     which shall be attached the contractors and subcontractors final discharges
     testifying to the payment of all their invoices. Moreover, the Lessee shall
     provide the Lessor with a written  notice  stating that the Lessee is fully
     satisfied with all the work carried out in the Leased Premises.



<PAGE>


5.   A last  amount  of ( 2.30$  ),  representing  ten  percent  ( 10 % ) of the
     Allowance, and upon the following conditions:

     a.   that the Lessee and its  contractors  have  respected all the Building
          rules and all building codes;

     b.   that all the work have been  performed  in  accordance  with the plans
          approved by the Lessor and attested by the Lessors seal;

     c.   that the Lessee has provided the Lessor with all the invoices  related
          to the expenses incurred for the work performed in the Leased Premises
          and that the total of such  invoices  reach  the  total  amount of the
          Allowance;

     d.   that no legal hypothec has been registered against the building.


                                       C-3

<PAGE>


                                  SCHEDULE "D"
                             PLAN OF LEASED PREMISES




<PAGE>


                                  SCHEDULE "E"
                                   REGULATIONS


1.   The  Lessee  agrees to observe  all of the  following  regulations  and any
     additional  regulations  as the Lessor may from time to time prescribe with
     respect to the proper management of the Immovable.

     1.1  These  regulations  shall  not be  incompatible  with the terms of the
          Lease.

     1.2  Any amendment shall be communicated in writing to the Lessee.

2.   Traffic

     2.1  Access to the Immovable shall at all times be under the control of the
          Lessor's  security officer on-duty who may require persons to identify
          themselves and may refuse access for any justifiable reason;

     2.2  Prohibition  to Impede  Traffic - The Lessee  shall not leave or allow
          any  objects to be left that might  impede the  movement of traffic in
          the Common Areas and Facilities of the Immovable.

     2.3  Loading and Unloading - The loading and unloading of  merchandise  and
          of  furniture  shall be made at the risk of the Lessee and pursuant to
          instructions from the Lessor.

3.   General  Services  The work of the  Lessee at the  interior  of the  Leased
     Premises with respect to the handling of merchandise and of furniture shall
     be  effected  by the  employees  of the Lessor at the cost of the Lessee at
     rates which the Lessor shall from time to time determine.

4.   Public Areas The use of the Common Areas and Facilities  shall be under the
     exclusive control of the Lessor.

5.   Emergencies and Security

     5.1  Any  emergency  situation  shall be  brought to the  attention  of the
          Lessor's security officer.

     5.2  Only  the  stairways  and  emergency  exits  shall be used in cases of
          emergency.

     5.3  Close  coordination  and cooperation  shall be maintained  between the
          Lessee's and Lessor's  security  services,  for the  protection of the
          Immovable.

     5.4  Interruption  of Services - Elevator,  freight  elevator and escalator
          service in the Building may be interrupted  for reasons of maintenance
          or emergency.

     5.5  No Smoking - Smoking in the elevators and freight elevators and Common
          Areas and Facilities of the Building is prohibited.

6.   Mechanical and Electrical Systems

     6.1  The  maintenance of the private  mechanical and electrical  systems of
          the Lessee shall be maintained by it at its costs,  unless there is an
          agreement to the contrary.

     6.2  The allocation of costs of supplying fluids, electrical consumption or
          any other source of energy shall be made by the Lessor.


<PAGE>

7.   Vehicles and Animals

     7.1  It is prohibited to bring into the Building or the Leased Premises any
          animal, bicycles or vehicle except for:

               a)   animals  or  vehicles  serving  as  guides  for the blind or
                    otherwise handicapped persons; and

               b)   vehicles  which may be authorised in the parking  areas,  by
                    agreement  with the operator of the parking lot and pursuant
                    to instructions from the Lessor.

8.   Machinery,  Equipment and Safe Except for office  equipment,  no machine or
     piece of equipment may be brought into the Building without the approval of
     the  Lessor,  who may refuse  their  installation  or who may  designate  a
     specific area in which to place heavy objects in the Leased Premises.

9.   Illegal  activities by the Lessee and Peddling The Lessee shall not cause a
     nuisance  to its  neighbours  and  shall  respect  the good  order  and the
     security of the Immovable.  Any peddling and soliciting in the Immovable is
     strictly  prohibited  and the Lessee agrees to cooperate with the Lessor in
     order to prevent such activities.

10.  Sales and Types of  Business  The sale of  merchandise  and of  services is
     prohibited without the prior approval of the Lessor.

11.  Signs,  Etc. The Lessee  shall  ensure that all signs or objects  which are
     visible from the exterior of the Leased  Premises  are in  accordance  with
     instructions  of the  Lessor.  All  signs  and  advertising  materials  are
     prohibited.

12.  Advertising, Address

       12.1   The words  2001  McGill  College  shall not be used by the  Lessee
              except to describe the Leased Premises or to designate the address
              thereof. The words "Societe Immobiliere  Trans-Quebec Inc.", "SITQ
              Immobilier " and "SITQ Inc." are reserved for the business name of
              the Lessor.

       12.2   The Lessor  reserves the right to prevent any  advertising  by the
              Lessee  which  might  harm the  security,  the  reputation  or the
              operation of the Immovable,  and,  without limiting the generality
              of  the  foregoing,  the  Lessor  may  prohibit  the  Lessee  from
              advertising  any  illegal  activity  or the sale of any illicit or
              objectionable product.

       12.3   The Lessor  reserves the right,  at any time and without notice to
              the  Lessee,  to change the  address  and the postal  code for the
              Immovable.

13.  Mechanical and Electrical Systems

       13.1   Special  maintenance  and repair  services for the  mechanical and
              electrical  systems inside the Leased  Premises shall be performed
              only by the Lessor and these special  services shall be charged to
              the Lessee  according to rates which the Lessor shall from time to
              time establish.

       13.2   Air-conditioning  and heating  services  shall be provided  during
              Business  Hours.  Extra  services  shall be  charged to the Lessee
              pursuant to rates set by the Lessor from time to time.

       13.3   The density of occupancy of the Leased  Premises  shall not exceed
              one (1) person  per one  hundred ( 100 ) square  feet of  Leasable
              Area.


                                      E-6
<PAGE>

14.  Utilisation of Incremental  or Fan-Coil units of the  Air-Conditioning  and
     Heating System

       14.1   In order to ensure the proper functioning of the  air-conditioning
              system,  the Lessee shall not utilise the  incremental or fan-coil
              units of the  air-conditioning and heating system (perimeter zone)
              for the storage of documents  or other items,  so as not to affect
              the operation of said units and said system.

       14.2   Any curtains  mounted on the windows  shall be placed so as not to
              impede  the  operation  of said  units  and said  air-conditioning
              system.

       14.3   The Lessee shall at all times keep outside  windows  closed (where
              applicable) and, while the  air-conditioning  system is operating,
              keep the blinds of all windows  exposed to direct  sunlight closed
              as well.

15.  Entry Doors to Leased Premises

       15.1   The Lessee shall not change the access systems without the consent
              of the  Lessor.  Should  more than two keys be  required  for each
              lock,  they  shall be  supplied  by the  Lessor,  at the  Lessee's
              expenses.  The Lessee shall return all keys of the Leased Premises
              to the Lessor at the Termination of the Lease.

       15.2   The Lessor shall furnished to the Lessee,  at its costs, one ( 1 )
              "high disk" to access the  Immovable and the  elevators,  for each
              four  hundred ( 400 ) square feet of  Leasable  Area of the Leased
              Premises.  Should  more  "high  disk" be  required,  they shall be
              supplied by the Lessor,  at Lessee's  expenses.  Every "high disk"
              shall remain the Lessor's property.

16.  Cleaning  (Housekeeping) All cleaning services for office spaces and public
     areas shall be performed only by the Lessor's employees,  except by written
     agreement to the contrary.



                                      E-7
<PAGE>

                                  SCHEDULE "F"
                               STANDARD RESOLUTION


Excerpt  from  the  minutes  of a  meeting  of the  Board  of  Directors  of GSI
TECHNOLOGIES  USA  INC.  (hereinafter  referred  to as the  "Company")  held  on
___________th day of _________, ________.-


Be it resolved:


That the Company enters into a Lease  Agreement with 2849-3930  QUEBEC INC. duly
represented  by  mandatory  SITQ inc.,  for the premises  number  located in the
Building bearing civic number , the whole in accordance with a draft Lease which
has been submitted and approved by the Board of Directors.

That J. Michel de Montigny be duly  authorised  to enter into a Lease for and on
behalf of the Company and to sign any and all  documents  necessary  in order to
give effect to the Lease.


I hereby  certify that the foregoing is a true copy of a resolution  passed in a
meeting that has been called and held this th day of , , by all the Directors of
the  Company  as stated in the  minutes  of the said  meeting  and that the said
resolution is hereby still in effect.


This _________ th day of ___________, ________.




--------------------------------------
, secretary



<PAGE>


                                  SCHEDULE "G"
                                  STATUS REPORT



PROPERTY      :  immeuble

LESSOR        :  bailleur

LESSEE        :  locataire

LEASE DATED   :

TO:           :  The   Lessor  or  any   Person  who  is  or   may   become   or
                 contemplates  to become a  Secured  Lender  as  well  as to any
                 prospective purchaser of the property or any part thereof.



THE  UNDERSIGNED,  the  Lessee  under  the above  Lease,  hereby  certifies  and
represents that:

(i)       The Lessee has accepted and is in possession  and in occupation of the
          Leased   Premises   having   a   Leasable   Area   of    approximately
          __________________________ square feet ( _________ sq. ft. ).

(ii)      The Lease has been validly  executed and  delivered by the Lessee (and
          the  Guarantor,  if any) and is in  force  pursuant  to due  corporate
          action properly taken by the Lessee (and the Guarantor, if any).

(iii)     The Lease is presently in full force and effect and unmodified.

(iv)      There is no existing  default by either  Lessee or Lessor  pursuant to
          the Lease for which a notice of default has been given.

(v)       To date,  the Lessee has no  defences,  counter  claims,  or claims of
          offset, deduction or compensation under the Lease or otherwise against
          rents or other  charges  due  under the Lease and no event or fact has
          occurred  which  would  give the  Lessee  the  right or the  option to
          terminate the Lease prior to the expiry of the Term;

(vi)      No rent under the Lease has been paid more than  thirty ( 30 ) days in
          advance of its due date.

(vii)     The Leased Premises are free from any construction deficiencies.

(viii)    All  Lessor's  Work  has been  completed  to the  satisfaction  of the
          Lessee.



The Lessee hereby certifies and represents that the above  statements  including
any  exceptions  which may have been added thereto are true and complete and may
be relied and acted upon.

SIGNED    in    ____________________,    on   this    ____________th    day   of
____________________, __________.



LOCATAIRE


Per:
    --------------------------------------------
          Manager