OFFICE LEASE

BASIC TERMS ( IF THERE IS ANY CONFLICT OR  INCONSISTENCY  BETWEEN THE BASIC TERM
AND THE TERMS OF THE LEASE,  THE TERM OF THE LEASE SHALL GOVERN AND OVERRIDE THE
BASIC TERMS)



1. LANDLORD: Fercan Developments Inc.


2. LANDLORD'S ADDRESS:                       193  King  Street  East  Site  200,
                                             Toronto, Ontario M5A 1J5


3. TENANT:                                   Northern Ethanol ( Canada) Inc.




4. TENANT'S ADDRESS:                         193  King  Street  East  Site  300,
                                             Toronto, Ontario M5A 1J5


5. TENANT'S TRADE NAME:                      Northern Ethanol


6. USE:                                      Office


7. LEASED PREMISES:                          All of the 3rd Floor, 193 King
                                             Street East, Toronto, Ontario


8. GROSS LEASEABLE AREA:                     7200 square feet


9. TERM:                                     5  years,  commencing  June1,  2006
                                             (the   "Commencement   Date")   and
                                             ending on May 31st, 2011


10. BASE RENT:                               $25.00 PER Square foot



11. DEPOSIT:                                 $15,000 plus GST



12. OPTION TO EXTEND:                        One  extension  period for five (5)
                                             years  at  then  prevailing  market
                                             rents but in no event less than the
                                             Base Rent


<PAGE>
                                       2


                    THIS LEASE is dated as of April 11, 2006


                    BETWEEN:


                             FERCAN DEVELOPMENTS INC

                                (the "Landlord")



                                      -and-



                         NORTHERN ETHANOL ( CANADA) INC.

                                 (the "Tenant")


                         ARTICLE 1. - ARTICLE 1 - GRANT

Section 1.1 - The Leased Premises

      The  Landlord  leases  to the  Tenant,  and the  Tenant  leases  from  the
Landlord,  the Leased Premises,  to have and to hold for the Term, unless sooner
terminated.

Section 1.2 - Use of Common Elements

      The  Tenant  has  the  non-exclusive  and   non-transferable   (except  in
accordance  with Article 9) right to use the  stairways  and the entrance to the
Building ( the "Common  Areas") in common with others entitled to do so, for the
purposes for which they are intended, subject to this Lease.

Section 1.3 - Quiet Enjoyment

      If the Tenant performs its  obligations  under this Lease, it may hold and
use the Leased Premises without interference by the Landlord or any other Person
claiming by, through or under the Landlord, subject to the terms of this Lease.

Section 1.4 - First Option to Extend

      Provided that:

(a) the  Tenant  pays  the  Rent as and when  due and  punctually  observes  and
performs its covenants,  obligations and agreements under and in accordance with
the terms of this Lease;

(b) an Event of Default has not occurred; and

(c) the Tenant gives the  Landlord  not more than twelve (12)  months,  nor less
than six (6) months,  written  notice prior to the expiry of the initial Term of
its intention to extend the Term;

then,  the Tenant  will have the right to extend the Term upon the expiry of the
initial Term for a period of five (5) years (the "First Extended Term") upon the
same terms and conditions as are set out in this Lease, except that:

     (i) there will be no further right to extend the Term:

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                                     Page 3


     (ii) if the Landlord  requires,  the Tenant will promptly (1) execute a new
     net  lease for the  First  Extended  Term on the  Landlord's  then  current
     standard  form of net lease  for the  Leased  Premises,  in such form as is
     agreed  to  by  the  parties  and  their  respective   solicitors,   acting
     reasonably,  which  form may  include  the  then  current  definitions  and
     formulae  for  the  calculation  of  Additional  Rent,  or (2)  execute  an
     extension agreement prepared by the Landlord at the Tenant's expense giving
     effect to the First Extended Term; and

     (iii) the Base Rent shall be mutually  agreed upon between the Landlord and
     the Tenant based upon the then current fair market rental in respect of the
     Leased Premises, provided that the Base Rent shall in no event be less than
     the Base Rent payable by the Tenant for the last year of the initial  Term,
     and  provided  further  that if the  parties  are unable to agree as to the
     determination  of the Base Rent  payable  by the  Tenant  during  the First
     Extended  Term by no later than three (3) months prior to the expiry of the
     initial Term,  then,  the Base Rent shall be determined by  arbitration  in
     accordance with the Arbitrations  Act of Ontario.  If the Base Rent has not
     been determined by the  commencement of the First Extended Term, the Tenant
     shall  continue  to pay  Base  Rent  at  110% of the  annual  rate  payment
     immediately prior to the expiry of the initial Term until such Base Rent is
     determined  and  within  ten (10)  days  after  the Base Rent for the First
     Extended  Term is  determined,  the Tenant  shall pay to the  Landlord  any
     amount  retroactively  owing from the  commencement  of the First  Extended
     Term.  For the purposes of this  Section 1.4 the term "fair market  rental"
     means the fair  market  basic  minimum  rental  in  respect  of the  Leased
     Premises  having regard to renewal  rents then being  obtained for premises
     that are similarly sized, located and fixtured.

             If the Tenant fails to exercise the foregoing  option to extend the
Term in accordance  with this Section 1.4 or if the other  conditions set out in
this Section 1.4 are not satisfied,  then, notwithstanding anything contained in
this Section 1.4 to the contrary, this option to extend shall be null and void.

             In the event the Tenant  exercises its option to extend the initial
Term in accordance  with the provisions of this Section 1.4, then, the amount of
the Base Rent  payable  for the last month of the First  Extended  Term plus GST
shall be paid by the  Tenant to the  Landlord  on or before the first day of the
First Extended Term as a Deposit.

                            ARTICLE 2 - CONSTRUCTION

Section 2.1 - Acceptance of the Leased Premises

         The Tenant  acknowledges and agrees that it is accepting  possession of
the Leased  Premises in an "as is" condition as of the  commencement of the Term
and  that the  Landlord  has no  responsibility  or  liability  for  making  any
renovations,  alterations  or  improvements  in or to the Leased  Premises.  All
renovations,  alterations or  improvements  in or to the Leased Premises are the
sole  responsibility  of the Tenant and shall be  undertaken or completed at the
Tenant's expense and strictly in accordance with the provisions of this Lease.


                                ARTICLE 3 - RENT


         Section 3.1 - Base Rent - The Tenant  shall pay as Base Rent the sum of
$25.00 per square foot of Gross  Leaseable  Area plus GST without  deduction  or
set-off,  yearly and every  year  during  the Term,  as Base  Rent,  All Rent is
payable in Canadian dollars in advance, on the FIRST (1ST) day of each and every
month  during the Term  (commencing  June 1,  2006).  Payments  shall be made by
cheque or money  order,  payable to the  Landlord  at the address set out on the
front page of this Lease, or as it may direct from time to time.


         Section 3.2 - Taxes

(a) The Tenant  agrees to pay to the  Landlord  its  Proportionate  Share of any
escalation in the Realty Taxes over the base year 2006.

<PAGE>
                                     Page 4

         Section 3.3 - Operating Costs

(a) The Tenant  agrees to pay its  Proportionate  Share of any  increase  in the
Operating Costs over the base year of 2006.



Section 3.4 - Payment of Additional Rent

(a) The  Landlord  may  estimate  any  amounts of which the Tenant is to pay its
Proportionate  Share,  or  regular  contribution,  as  herein  provided,  at the
commencement  of each  Lease year and the Tenant  will pay to the  Landlord  its
Proportionate  Share, or other  contribution,  of the estimated amounts in equal
monthly  instalments in advance  throughout the period for which the estimate is
made. The Landlord may  periodically  revise its estimates and notify the Tenant
of the revised  estimates,  and the Tenant's  monthly  payments will be adjusted
accordingly.

(b) Within  hundred and twenty  (120) days of the end of the Lease Year,  or the
Term (or in the case of Realty  Taxes,  after  receipt  of the final  bills) the
Landlord will make a final  determination of the amounts of which the Tenant has
paid its  Proportionate  Share, or other  contribution,  and will provide to the
Tenant a  statement  of the actual  amounts  payable by the  Tenant,  showing in
reasonable  detail the  determination  of the costs and the  calculation  of the
Tenant's  payment.  Any amounts owing by the Tenant to the Landlord will be paid
within  ten  (10)  days  after  the date of  delivery  of the  statement  by the
Landlord.  Any amounts  owing by the  Landlord to the Tenant will be credited to
the Tenant's account, without interest.

All  Additional  Rent payable under this Lease shall be charged to the Tenant as
Rent and, unless otherwise  provided in this Lease,  shall be payable on demand,
without  deduction or set-off,  as soon after the end of the Lease Year in which
the  charge  is made as the  amount  can be  determined.  The  Landlord,  acting
reasonably,  may in each  Lease Year  estimate  the  amount of  Additional  Rent
payable for that Lease Year. At the Landlord's option the Additional Rent may be
payable in equal monthly  instalments,  on the same dates as the payment of Base
Rent is due,  during the Lease Year or the  balance  of the Term,  whichever  is
shorter.  If monthly  instalments  are made, the amount of the  Additional  Rent
actually due shall be calculated within one hundred and twenty (120) days of the
end of the Lease Year, or the Term, and the Tenant shall pay the deficiency,  if
any, on demand,  or the Landlord  shall credit the Tenant with any  overpayment,
such  overpayment  to be  applied in  payment  of the  instalments  of Rent next
falling  due, or if the Term has  expired,  the  overpayment  shall be repaid to
Tenant.


Section 3.5 - Post-dated Cheques or Pre-Authorized Payment Plan

         The Tenant will deliver to the Landlord, at the beginning of each Lease
Year, a series of monthly post-dated cheques for the Lease Year for the total of
the  monthly  payments  of Base Rent and any  Additional  Rent  that is  payable
monthly under this Lease.  Alternatively,  at the Landlord's request, the Tenant
will participate in a  pre-authorized  payment plan whereby the Landlord will be
authorized  to debit the  Tenant's  bank account each month or from time to time
during  each  Lease  Year in an amount  equal to the Rent  payable  on a monthly
basis.  The Tenant shall sign the form of application  attached as Schedule "E",
or similar  thereto,  to give effect to the foregoing within five (5) days after
presentation.

Section 3.6 - Overdue Rent

         If the Tenant  defaults in paying Rent,  the unpaid Rent bears interest
at the Stipulated Rate from the due date to the date of payment.

Section 3.7 - Deposit

         The  Tenant  shall  pay a deposit  of  $15,000  plus GST to be  applied
against Base Rent,  Realty Taxes,  Additional Rent and GST for the last month of
the Term.

<PAGE>
                                     Page 5



Section 3.8 - Rent Disputes

         The Tenant may dispute any invoice,  billing or statement in respect of
Rent only by giving written  notice to the Landlord  specifying the basis of the
dispute  within  sixty  (60) days  after  delivery  of the  invoice,  billing or
statement,  as the case may be. The Tenant will,  in any event,  continue to pay
Rent in accordance with the Landlord's  invoice,  billing or statement until the
dispute is resolved.  No dispute is valid unless the  procedure  set out in this
Section 3.8 is strictly complied with by the Tenant.

Section 3.9 - Remedies

                   (a) If any  cheque  given by the  Tenant to the  Landlord  in
payment of Rent is refused  payment by Tenant's bank for any reason,  the Tenant
shall  immediately  replace that cheque with cash, or a certified cheque or bank
draft and shall pay, in addition,  as  Additional  Rent,  the sum of one hundred
dollars ($100) as a service charge to the Landlord.

                  (b) In addition to any other remedy  available to the Landlord
at law or under this Lease,  if the Tenant  fails to make any payment of Rent on
its due date, the Tenant shall pay immediately on demand, as Additional Rent, to
compensate  the Landlord for any loss incurred as a result of such late payment,
the greater of fifty dollars ($50) or the Stipulated Rate..



                     ARTICLE 4. - USE OF THE LEASED PREMISES


Section 4.1 - Use and Trade Name

         The Tenant  will be able to use the Leased  Premises as offices and for
no other purposes  whatsoever;  provided the Tenant complies with all applicable
laws and regulations  including ,without  limitation,  all municipal by-laws and
regulations.

Section 4.2 - Conduct of Business

         The Tenant agrees to comply with all  applicable  laws and  regulations
including  ,without  limitation,   municipal  by-laws  and  regulations  in  the
operation of its business in the Leased Premises.

Section 4.3 - Prohibited Activities

         No part of the Leased Premises will be used for the sale of second hand
goods or armed services surplus articles,  insurance  salvage stock,  bankruptcy
stock or fire sale stock;  the sale of  firecrackers  or fireworks;  an auction,
bulk sale  (other  than a bulk sale made to an  assignee  or  subtenant  under a
permitted  assignment or subletting),  liquidation sale, "going out of business"
or  bankruptcy  sale;  a  sale  or  business  conduct  which,   because  of  the
merchandising  methods or quality of operation  likely to be used,  would in the
reasonable  opinion of the Landlord tend to lower the character of the Building;
any practice of unethical or deceptive advertising or selling procedures; or any
activity  which  directly or indirectly  involves the  preparation,  production,
generation, storage, removal or disposal of any Hazardous Substances.

Section 4.4 - Compliance with and Observance of Law

         The Tenant will promptly comply with all governmental requirements from
time to time in effect  relating  to its  ability to enter into and comply  with
this Lease or which  pertain to the Leased  Premises,  the  Tenant's  use of the
Leased Premises, the conduct of business in the Leased Premises, or the doing of
work in the Leased Premises. The Tenant is not required, however, to remedy work
done by the Landlord in contravention of any law.

<PAGE>
                                     Page 6


Section 4.5 - Signs

         The Tenant will not display  any Sign on the  storefront  of the Leased
Premises without the prior written  approval of the Landlord,  which will not be
unreasonably withheld. If the Landlord, acting reasonably,  objects to a Sign in
the  interior of the Leased  Premises  that is visible  from the exterior of the
Leased  Premises,  the Tenant will  immediately  remove it. The  Landlord on the
Tenant's behalf will erect and maintain at least one identification  sign on the
storefront of the Leased  Premises  which will comply with the  Landlord's  sign
policy  for the  Development  and be  located  as  specified  in  writing by the
Landlord.


             ARTICLE 5. - TENANT'S INSURANCE, RELEASE AND INDEMNITY


Section 5.1 - Tenant's Insurance

(a)  Throughout  the Term and any period when it is in  possession of the Leased
Premises, the Tenant will maintain the following insurance:

         (i)      "all risks" property insurance  (including without limitation,
                  water  damage   arising   from  any  source,   and  flood  and
                  earthquake)  in an amount  not less than the full  replacement
                  cost,  insuring all property of every description owned by the
                  Tenant,  or for which the Tenant is liable, or installed by or
                  on  behalf  of  the  Tenant,  and  which  is  located  in  the
                  Development,    including,   without   limitation,   leasehold
                  improvements,  the Tenant's  fixtures,  furniture,  inventory,
                  equipment and all other personal property;

         (ii)     when applicable,  broad form boiler and machinery insurance on
                  a blanket  repair and  replacement  basis with limits for each
                  accident  in an amount not less than the  replacement  cost of
                  all  leasehold  improvements  and  of  all  boilers,  pressure
                  vessels,  air-conditioning  equipment and electrical equipment
                  in or serving  the Leased  Premises,  owned or operated by the
                  Tenant or by others  (except  the  Landlord)  on behalf of the
                  Tenant;

         (iii)    business  interruption   insurance  in  an  amount  that  will
                  reimburse  the Tenant for direct or indirect  loss of earnings
                  attributable  to all perils  insured  against  under  Sections
                  5.1(a)(i) and (ii) and other perils  commonly  insured against
                  by prudent tenants, or attributable to prevention of access to
                  the Leased  Premises or the  Development  as a result of those
                  perils;

         (iv)     public  liability  and  property  damage  insurance  including
                  personal injury liability,  contractual  liability,  non-owned
                  automobile liability,  contingent  employers'  liability,  and
                  owners' and contractors'  protective insurance coverage,  with
                  respect to the Leased  Premises  and the  Tenant's  use of the
                  Development,  on an occurrence basis, with coverage  including
                  the activities and operations conducted: (A) by the Tenant and
                  any other Person on the Leased Premises; (B) by the Tenant and
                  any other Person performing work on behalf of the Tenant;  and
                  (C) by the  Tenant  and  those  for whom the  Tenant is in law
                  responsible  in  any  other  part  of the  Development.  These
                  policies  will  be  written  on  a  comprehensive  basis  with
                  inclusive   limits   of  at   least   five   million   dollars
                  ($5,000,000.00)  for each occurrence for bodily injury for any
                  one or more  Persons or  property  damage  (but the  Landlord,
                  acting reasonably,  or a Mortgagee,  may require higher limits
                  from time to time);

         (v)      tenant's legal  liability  insurance for the full  replacement
                  cost of the Leased  Premises and all other  property for which
                  the Tenant is legally liable, including loss of their use; and



         (vii)    any other form of insurance  with whatever  limits the Tenant,
                  the Landlord,  acting reasonably, or a Mortgagee requires from
                  time to time,  in form, in amounts and for risks against which
                  a prudent tenant under similar circumstances would insure.

(b) Each  policy of  insurance  will  name,  as  insured's,  the  Tenant and the
Released Persons,  each as their respective  interests may appear.  The policies
specified under Sections 5.1(a) (i), (ii),  (iii) and (vii) (if applicable) will
contain the standard  mortgage clause  required by each Mortgagee.  The policies
specified  under Section  5.1(a)(iv)  will contain a  severability  of interests
clause and cross  liability  clauses.  If there is a dispute as to the amount of
the full replacement cost, the decision of the Landlord's professional insurance
appraiser will be conclusive.

<PAGE>
                                     Page 7


(c) The policies  specified under Sections 5.1(a) (i), (ii), (iii) and (vii) (if
applicable)  will contain a waiver of any subrogation  rights which the Tenant's
insurers may have against the Released Persons and those for whom any of them is
in law  responsible,  whether or not any loss or damage is caused or contributed
to by the negligence of any of them.

(d) All  policies  will:  (i) be  taken  out  with  insurers  acceptable  to the
Landlord, in the Landlord's reasonable discretion;  (ii) be in a form reasonably
satisfactory to the Landlord;  (iii) be non-contributing with, and apply only as
primary and not excess to any other  insurance  available to any of the Released
Persons;  (iv)  not be  invalidated  as  respects  the  interests  of any of the
Released   Persons  by  reason  of  any  breach  or  violation  of   warranties,
representations,  declarations or conditions contained in the policies;  and (v)
contain an undertaking by the insurers to notify the Landlord and each Mortgagee
in  writing  not  less  than  thirty  (30)  days  before  any  material  change,
cancellation or termination.

(e) Prior to taking possession of the Leased Premises and on every renewal date,
the Tenant will deliver  certificates  of insurance on the  Landlord's  standard
form,  executed by the Tenant's  insurers or their  authorized  representatives,
evidencing  that the  required  insurance  is in force,  or, if requested by the
Landlord or a Mortgagee,  the Tenant will  promptly  deliver  other  appropriate
evidence of the  required  insurance.  No review or  approval  of any  insurance
policy or  certificate  by the  Landlord  will in any way  alter the  Landlord's
rights under this Lease.

Section 5.2 - Increase in Insurance Premiums

         The   Tenant   will   comply   promptly   with  the   loss   prevention
recommendations of the Landlord's insurers, pertaining to the Leased Premises or
the  Development.  If the  occupancy  of the  Leased  Premises,  the  conduct of
business  in the  Leased  Premises,  or  anything  done or omitted by the Tenant
results in an increase in premiums for any  insurance  carried by the  Landlord,
the Tenant will pay the  increase  to the  Landlord  on demand.  In  determining
whether the Tenant is  responsible  for  increased  premiums  and the amount for
which the Tenant is  responsible,  a schedule  issued by the  organization  that
computes the insurance  rate on the  Development,  showing the components of the
rate, will be conclusive evidence of the items that make up the rate.

Section 5.3 - Cancellation of Insurance

         The Tenant will not allow or cause  anything  to occur that  results in
the cancellation or threatened cancellation or a reduction of coverage under any
of the Landlord's  insurance  policies on the Development or any part of it, but
this will not prohibit the Tenant from carrying on the business  required  under
Section 4.1(a) in accordance with the terms of this Lease.

Section 5.4 - Release

         Despite  anything  to the  contrary,  none of the  Released  Persons is
liable for:  (i) any death or injury  arising  from any  occurrence  in, near or
relating to all or any part of the Development; or (ii) damage to or loss of (or
loss of use of) property of the Tenant or of others  wherever  located,  however
caused,  and  even if the  death,  injury,  damage  or  loss  results  from  the
negligence  of  the  Released  Persons  or  those  for  whom  they  are  legally
responsible,  any failure in the supply of any  services,  systems or Utilities,
the  existence  of any  Hazardous  Substances  anywhere  or the  exercise by the
Landlord of any of its rights under this Lease.

         Without limiting the generality of the foregoing,  the Released Persons
shall not be liable for any injury or damage to  Persons or  property  resulting
from fire,  explosion,  falling plaster,  falling ceiling tile,  falling ceiling
fixtures and diffuser coverings,  steam, gas,  electricity,  water, rain, flood,
snow or leaks from any part of the  Development,  including  pipes,  sprinklers,
appliances, plumbing works, roof, windows or the surface of any floor or ceiling
of the Development or from any Lands adjoining the Development. In addition, the
Released  Persons  shall not be liable for any damage to or  destruction  of any
negotiable instruments,  cash or other valuable property belonging to the Tenant
or others and stored or otherwise contained in the Leased Premises. All property
of the Tenant kept or stored on the Leased Premises or the  Development  will be
so kept or stored at the risk of the Tenant only and the Tenant shall  indemnify
and save  harmless  the  Released  Persons  from any claims  arising  out of any
damages to such property including,  without limitation,  any subrogation claims
by the Tenant's insurers. The intent of this Section is that the Tenant (and all
other Persons having business with the Tenant) is to look solely to its insurers
to  satisfy  any claim  which may arise on  account  of death,  injury,  loss or
damage, irrespective of its cause.

<PAGE>
                                     Page 8


         Notwithstanding  anything to the contrary,  the foregoing release shall
not apply to any death or injury or loss of or damage to property referred to in
this Section 5.4 if any such death or injury or loss of or damage to property is
caused by or to the extent such death or injury or loss of or damage to property
is  contributed  to by the  negligence of the  Landlord,  but only to the extent
that:


         (1)      (i)      the Tenant is not required to have insurance coverage
                           for such  death or  injury  or loss of or  damage  to
                           property pursuant to Section 5.1 of this Lease; and

                  (ii)     The Tenant does not otherwise have insurance coverage
                           for such  death or  injury  or loss of or  damage  to
                           property,

                  in either case without  taking into account any  deductible or
                  co-insurance  provisions  or other  clauses  of any  insurance
                  policies; and

         (2)      the Landlord receives, or would have received,  had it insured
                  in accordance with its obligations under this Lease,  proceeds
                  of insurance  for any such death or injury or any such loss of
                  or damage to property.

Section 5.5 - Indemnity

         The Tenant will  indemnify  and protect the  Released  Persons from all
losses or claims in connection  with loss of life,  personal  injury,  damage to
property  or  anything  else  arising  from a  default  of  any of the  Tenant's
obligations  under this  Lease,  or from any  occurrence  in or  relating to the
Leased Premises or the Development,  or from the occupancy or use by the Tenant,
its employees,  agents, contractors,  invitees,  licensees or those for whom the
Tenant is legally  responsible of all or any part of the Leased  Premises or the
Development,  or  occasioned  wholly  or in  part by an act or  omission  of the
Tenant, its employees,  agents, contractors,  invitees,  licensees, or those for
whom the  Tenant is  legally  responsible  or by anyone  permitted  to be on the
Leased Premises or the Development by the Tenant.


         ARTICLE 6. - MAINTENANCE OF AND ALTERATIONS TO LEASED PREMISES


Section 6.1 - Maintenance of and Alterations to the Leased Premises

(a)  Subject  to Article 7, the  Tenant  will keep the Leased  Premises  and all
improvements,  fixtures and operating equipment in the Leased Premises which are
not part of the Common Elements in a good state of repair.

(b) If  required  by the  Landlord  or any  governmental  agency the Tenant will
remove from the Leased  Premises  any  Hazardous  Substances  which are located,
stored or incorporated in or on any part of the Leased Premises which the Tenant
or those for whom the Tenant is in law responsible brings onto or generates from
the Leased  Premises  or which the Tenant or those for whom the Tenant is in law
responsible  suffers or permits to be brought onto or generated  from the Leased
Premises  at any time and for  whatever  reason  (but  this  shall not imply any
authority  to bring  onto or  generate  from the Leased  Premises,  or suffer or
permit the same, any Hazardous Substances which are otherwise prohibited by this
Lease). The foregoing obligation to remove Hazardous Substances will survive the
expiration of the Term or earlier termination of this Lease.

(c) The Tenant will not make any Alterations to the Leased Premises  without the
Landlord's  prior written  approval,  which  approval shall be in the Landlord's
sole and  absolute  discretion  and  provided  (i) the Tenant has  obtained  all
requisite governmental approvals.

<PAGE>
                                     Page 9


(d) All Alterations will be performed:  (i) by competent workers; (ii) in a good
and skilful manner.  Upon completion of any such  Alterations,  the Tenant shall
promptly  deliver  to the  Landlord a complete  set of updated  sketches  of the
Leased Premises showing any changes to the leased premises.

(e) The Landlord may require that any maintenance, repairs or replacements of or
Alterations,  to the Leased Premises,  or any part thereof,  be performed by the
Landlord at the Tenant's cost if they affect: (i) the Common Elements;  (ii) any
part of the Development outside the Leased Premises; (iii) any of the structural
portions of the Leased Premises including,  without limitation, the foundations,
roof,  exterior wall assemblies  including  weather walls,  exterior or interior
structural  components and bearing walls,  sub-floors and finished ceilings;  or
(iv) any of the base  building  systems,  services  and  structures,  including,
without limitation, the electrical,  plumbing, mechanical,  heating, ventilating
and air conditioning systems for the Leased Premises. The Tenant will pay to the
Landlord,  on demand, the Landlord's cost of such work, including  architectural
and engineering consultants' fees, plus an Administration Fee.

Section 6.2 - Repair Where the Tenant is at Fault

         If all or any part of the Development  requires repair,  replacement or
alteration:  (a)  because  of  anything  done  by the  Tenant  or its  officers,
directors, agents, employees,  contractors, invitees or licensees; or (b) due to
the requirements of governmental  authorities relating to the business conducted
in the Leased Premises; then the Tenant will pay to the Landlord, on demand, the
Landlord's  cost  of  the  repairs,   replacements   or  alterations,   plus  an
Administration Fee.

Section 6.3 - Removal of Alterations and Restoration of Leased Premises

(a) All  Alterations  which are not the Tenant's  trade  fixtures are  leasehold
improvements  and regardless who affixed or installed  them, are the property of
the Landlord on affixation or installation,  without compensation to the Tenant.
The Tenant will not remove any leasehold  improvements  from the Leased Premises
at any time  (i)  Landlord's  Work,  and (ii)  improvements  made to the  Leased
Premises  which were not made at the Tenant's  request or by or on behalf of the
Tenant) that the Landlord requires it to remove.

(b) The  Tenant  will also  remove its trade  fixtures  at the expiry or earlier
termination of the Lease. The Tenant will, at the Tenant's  expense,  repair any
damage caused to any part of the Development by such removal. If the Tenant does
not remove its trade fixtures at the expiry or earlier  termination of the Term,
they will at the Landlord's option,  become the property of the Landlord. At the
expiry or  termination  of this  Lease,  the Tenant  will:  (a) leave the Leased
Premises  in a clean and broom  swept  condition;  (b)  deliver all keys for the
Leased Premises to the Landlord at the place then fixed for the payment of Rent;
and (c) give to the Landlord the combinations of any locks, safes, and vaults in
the Leased Premises.  The following are considered as leasehold improvements and
not trade fixtures: (i) heating,  ventilating and air-conditioning Facilities in
or serving the Leased Premises;  (ii) affixed floor and wall coverings and fixed
millwork;  (iii) light fixtures,  including light bulbs and tubes;  (iv) ceiling
tiles; (v) electrical or plumbing  Facilities in or serving the Leased Premises;
(vi) the storefront or doors; (vii) internal stairways, escalators or elevators;
and (viii) anything else that would not normally be considered a trade fixture.

Section 6.4 - Secured Claims

         The Tenant  will ensure that no Secured  Claim is  registered  or filed
against:  (a) the  Development  or any  part of it;  (b) the  Landlord's  or any
Owner's or Mortgagee's interest in the Development or any part of it; or (c) the
Tenant's interest in the Leased Premises or any of the leasehold improvements in
the Leased Premises;  by any Person claiming by, through,  under, or against the
Tenant or its contractors or subcontractors. If a Secured Claim is registered or
filed and the Tenant fails to promptly discharge it after receipt of notice from
the  Landlord,  the Landlord may  discharge the Secured Claim or notice of it by
paying  the  amount  claimed  to be  due  into  court  (together  with  whatever
additional  amounts are required to be paid into court to obtain its  removal)or
directly  to the  holder of the  Secured  Claim and the  Tenant  will pay to the
Landlord on demand all costs  (including legal fees) incurred by the Landlord in
connection with the Secured Claim, plus an Administration Fee.

<PAGE>
                                    Page 10


Section 6.5 - Overloading

         The Tenant will not: (a) install  equipment that overloads the capacity
of any utility,  electrical  or  mechanical  Facilities in or serving the Leased
Premises;  (b)  bring  into the  Leased  Premises  any  utility,  electrical  or
mechanical Facilities or service not approved by the Landlord in advance; or (c)
bring  anything upon the Leased  Premises that might damage them or overload the
floors.

Section 6.6 - HVAC Operation and Energy Conservation

(a)  The  Tenant  will  keep  those  parts  of  the  heating,   ventilating  and
air-conditioning   facilities   within  the  Leased   Premises   (including  the
distribution  system  for the  Leased  Premises)  that  are not part of the HVAC
System and those  outside of the Leased  Premises (if any) for the exclusive use
of the Leased Premises,  (the "Tenant's  System"),  in good repair and operating
order,  at its own  expense.  The Tenant will  maintain and operate the Tenant's
System to the satisfaction of the Landlord, at its own expense.

(b) If the Tenant should  disagree with the Landlord's  distribution  of utility
charges,  than the  Tenant's  will  install  at its own  expense,  at a location
designated by the  Landlord,  a separate  meter for the Tenant's  System and pay
Utilities in accordance with Section 3.3(b).

(c) On the  Tenants  behalf,  the  Landlord  will  maintain  and repair the HVAC
system.  The costs for  maintenance  for any single repairs per unit,  less than
$2,000.00  will be  invoiced  to the  Tenant,  for a repair to a single  unit in
excess of $2,000.00  the Tenant will be invoiced  annually for 20% of the repair
bill for each year remaining in the Tenancy up to a maximum of five (5) years.

(d) The  Tenant  will  comply  with  reasonable  requests  of the  Landlord  for
conservation of energy.


                       ARTICLE 7. - LANDLORD'S COVENANTS


Section 7.1 - Landlord's Insurance

         Throughout the Term the Landlord will maintain: (a) all risks insurance
on the Development and the machinery,  boilers and equipment contained in it and
owned  by the  Landlord  (excluding  the  foundations  and  excavations  and any
property  that the Tenant or other  tenants are required to insure);  (b) public
liability  and  property  damage   insurance  with  respect  to  the  Landlord's
operations  in the  Development;  and (c) whatever  other forms of insurance the
Landlord  or  the  Mortgagee  reasonably  consider  advisable.   The  Landlord's
insurance  will  be in  those  reasonable  amounts  and  with  those  reasonable
deductibles that a prudent owner of a similar Development would maintain, having
regard to size, age and location.  This Section does not relieve the Tenant from
liability  arising from or contributed  to by its negligence or misconduct.  The
Tenant  has no  insurable  interest  and no right to receive  proceeds  or other
benefits under any of the Landlord's insurance policies.

Section 7.2 - Maintenance and Repairs by the Landlord

         Subject to Article 8, the Landlord  will maintain and repair the Common
Elements as would a prudent  owner of a similar  Development,  having  regard to
size, age and location,  subject to the following exceptions: (a) any occurrence
not covered by insurance  required to be maintained  by the Landlord  under this
Lease, or for which the cost of repair exceeds the insurance  proceeds  actually
received by the Landlord (not taking into account  deductibles);  and (b) damage
or injury caused or to the extent  contributed to by anything done or omitted to
be done by the Tenant or those for whom it is legally responsible.

Section 7.3 - Control of the Development by the Landlord

(a) The Landlord will control the management  and operation of the  Development.
In doing so, the Landlord will have, among its other rights, the right to:

         (i)      temporarily  close  parts of the  Common  Elements  to prevent
                  their  dedication  or the accrual to anyone of rights in them;
                  grant,  modify and terminate  easements  and other  agreements
                  pertaining to the use and operation of the  Development or any
                  part of it; and temporarily obstruct or close off parts of the
                  Development for maintenance, repair or construction;

<PAGE>
                                    Page 11


         (ii)     employ   personnel,   including   supervisory   personnel  and
                  managers,  for the operation,  maintenance  and control of the
                  Development, which may be managed by the Landlord or by anyone
                  else designated by the Landlord;

         (iii)    regulate  all aspects of loading and  unloading,  delivery and
                  shipping  of  fixtures,  equipment  and  merchandise,  and all
                  aspects of garbage collection and disposal;

         (iv)     construct improvements in the Development.

(b) The  Landlord  shall be  entitled  at any time upon sixty  (60) days'  prior
written notice to the Tenant to make alterations, additions or reductions to the
Common Elements  provided the Landlord  effects such  alterations,  additions or
reductions at its expense.

(c) Despite  anything to the contrary in this Lease,  the Landlord is not liable
for and the Tenant will not be entitled to any compensation or Rent reduction as
a result of any change in the Common Elements caused by the Landlord's  exercise
of its rights  under this Lease or any  repairs,  alterations,  improvements  or
additions being made to the Common Elements or the Leased Premises.

Section 7.4 - Landlord's Right of Entry

(a) It is not a re-entry or a breach of quiet  enjoyment if the Landlord  enters
the Leased Premises at reasonable  times during business hours after  reasonable
notice  (but if the  Landlord  determines  there is an  emergency,  no notice is
required): (i) to examine them including an examination to ensure that there are
no Hazardous  Substances  present and that there are  appropriate  safeguards in
place to avoid the existence of any Hazardous Substances; (ii) to make permitted
or required repairs, improvements or additions to the Leased Premises (including
the pipes,  conduits,  wiring,  ducts,  columns and other  installations  in the
Leased Premises) or the Development or adjacent  property;  or (iii) to excavate
land  adjacent  to or  subjacent  to the Leased  Premises;  in each case (to the
extent  reasonably   possible  in  the   circumstances)   without   unreasonably
interfering with the Tenant's  business  operations in the Leased Premises,  and
the  Landlord  may take  material  into and on the  Leased  Premises  for  those
purposes,  but shall do so in such a manner as to minimize interference with the
Tenant's  business  operations  . Rent  will not abate or be  reduced  while the
repairs,  improvements  or  additions  are being made.  The  Landlord  will take
reasonable  steps to minimize any  interruption  of business  resulting from any
entry.

(b) The Landlord may enter the Leased Premises at reasonable  times to show them
to  prospective   purchasers,   tenants  or  mortgagees,   without  unreasonably
interfering  with the Tenant's  business  operations.  During the six (6) months
before the Term expires,  the Landlord may display  reasonably sized and located
"For Rent" or "For Sale" notices on the outside of the Leased Premises.

Section 7.5 - Redevelopment

         If at any time during the Term or any renewal the  Landlord  desires to
renovate,  alter,  demolish,  redevelop  and/or  sell  all  or any  part  of the
Development  (the  "Redevelopment"),  the  Tenant  agrees  that if the  Landlord
determines  in its sole  discretion  that it requires  vacant  possession of the
Leased Premises in connection with the Redevelopment, then the Landlord shall be
entitled,  at its option,  to terminate  this Lease upon  written  notice to the
Tenant without  obligation or liability to the Tenant.  Such termination  notice
shall be given  at least  six (6)  months  prior  to the  date  upon  which  the
termination is to take effect (the "Effective Date of Termination").  The Tenant
shall not be obligated to pay Minimum Rent,  Percentage  Rent or Additional Rent
for the six-month period prior to the Effective Date of Termination.  The Tenant
shall deliver up vacant  possession of the Leased Premises on the Effective Date
of Termination in accordance with its obligations under this Lease.

<PAGE>
                                    Page 12


              ARTICLE 8. - DAMAGE AND DESTRUCTION AND EXPROPRIATION


Section 8.1 - Damage to the Leased Premises

         Subject to Section 7.2, if the Leased Premises are damaged or destroyed
as a  result  of a peril  insured  or  required  to be  insured  against  by the
Landlord, the Landlord will repair the Leased Premises promptly to the extent of
the  Landlord's  Work, at the Landlord's  expense.  If part or all of the Leased
Premises  is, in the  opinion of the  Architect,  not  usable  for the  purposes
contemplated by this Lease because of the damage or  destruction,  Minimum Rent,
Percentage  Rent,  and, to the extent that the  Landlord  specifically  receives
insurance  proceeds  for it,  Additional  Rent will abate  during the  abatement
period on a pro-rated basis for the Gross Leaseable Area of the unusable part of
the Leased  Premises.  The  abatement  period is the period from the date of the
damage or destruction  until the earlier of: (a) the date when all of the Leased
Premises are usable again in the opinion of the  Architect;  and (b) thirty (30)
days  after the  Landlord's  notice  mentioned  in the next  sentence.  When the
Landlord notifies the Tenant that it has completed enough of the Landlord's Work
to enable the Tenant to start the Tenant's  Work,  the Tenant will  complete the
Tenant's  Work at its  expense and reopen the whole of the Leased  Premises  for
business as soon as possible,  but in any case within thirty (30) days after the
Landlord's notice is given.

Section 8.2 - Damage to or Expropriation of the Development

(a)  Despite  anything to the  contrary in this Lease,  if in the opinion of the
Architect more than thirty five percent (35%) of the Gross Leaseable Area of the
Development  is damaged,  destroyed or  expropriated,  whether or not the Leased
Premises are damaged,  destroyed or  expropriated,  then the Landlord  may, upon
thirty (30) days' notice to the Tenant  given within  ninety (90) days after the
damage,  destruction or  expropriation,  terminate this Lease, and all Rent will
abate as of the effective date of the termination.  A sale, conveyance, or other
disposition  to  a  governmental   authority   made  in   contemplation   of  an
expropriation or a threatened  expropriation will be considered an expropriation
for the purpose of this Section.

(b)  Despite  anything to the  contrary in this Lease,  if in the opinion of the
Architect  more than  fifty  percent  (50%) of the Gross  Leaseable  Area of the
Leased Premises is damaged, destroyed or expropriated,  then the Landlord or the
Tenant may,  upon thirty (30) days' notice to the other given within ninety (90)
days after the damage,  destruction or expropriation,  terminate this Lease, and
all Rent will abate as of the effective date of the termination.

(b) If the  Development  is damaged,  destroyed  or  expropriated  to the extent
described in Section 8.2(a) and the Landlord does not terminate this Lease,  the
Landlord will promptly  rebuild or repair the  Development  to the extent of its
obligations  under its leases for  Leaseable  Premises  but the Landlord may use
plans and specifications and working drawings that are different in content from
those used in the original construction of the Development or any part of it and
the rebuilt or repaired  Development may be different in configuration or design
from the Development before the damage, destruction or expropriation.

(c) The Landlord and the Tenant will  co-operate  with each other if there is an
expropriation of all or part of the Leased Premises or the Development,  so that
each may receive the maximum award to which it is legally entitled.

                             ARTICLE 9. - TRANSFERS


Section 9.1 - Consent Required

(a) No  Transfer  will take place  without the  consent of the  Landlord,  which
consent  will not be  unreasonably  withheld  if  there is no Event of  Default,
except that  despite  anything to the  contrary in this Lease or any  applicable
law:

         (i)      the  Landlord  may  unreasonably  withhold  its  consent  to a
                  Transfer  by  exercising  its  termination  right  set  out in
                  Section 9.1(b);

         (ii)     the Landlord may refuse to consent to a Transfer if:

<PAGE>
                                    Page 13


                  (A)     the   Transferee   1)  does  not  have  a  history  of
                          successful  business  operation  in the business to be
                          conducted in the Leased  Premises,  2) does not have a
                          good credit rating and a substantial  net worth, or 3)
                          is not able to finance the Transfer and its operations
                          in the Leased  Premises  in a manner  that will enable
                          the  Transferee to carry on business  successfully  in
                          the  Leased  Premises  throughout  the Term  without a
                          material risk of defaulting under this Lease;

                  (B)     the Transferee  pays or gives to the Transferor  money
                          or other value that is reasonably  attributable to the
                          desirability of the location of the Leased Premises or
                          to  Alterations  wholly or partly paid for or owned by
                          the Landlord;

                  (C)     the   Transfer  is  a  mortgage,   charge,   debenture
                          (floating  or  otherwise)  of this Lease or all or any
                          part of the Leased  Premises  (including any leasehold
                          improvements); or

                  (D)     the Landlord does not receive  sufficient  information
                          from the Tenant or the Transferee to enable it to make
                          a  reasonable  determination  of the  matters  set out
                          above.

(E)                       provided  further that should any Transfer  Assignment
                          provide for rent greater than the rent set out herein,
                          such increase in rent shall be payable directly to the
                          Landlord.


<PAGE>



         This Section  does not apply to a Transfer  that occurs on the death of
the  Transferor,  or a Transfer  described in paragraph (c) of the definition of
Transfer, where the Tenant occupies all of the Leased Premises and is either (i)
a Public Corporation,  or (ii) a subsidiary body corporate (as currently defined
under the Canada  Business  Corporations  Act) of a Public  Corporation  and the
shares of the Public  Corporation  (and not the Tenant or any of its affiliates)
are  transferred  or issued;  or (iii) the  Transfer is an issue of the Tenant's
shares to the public whereby the Tenant becomes a Public Corporation. The Tenant
will  nevertheless  notify the  Landlord  if any exempt  Transfers  take  place.
However,  if after any exempt Transfer  occurs,  the Tenant fails to satisfy the
Landlord (acting reasonably) that there will be continuity or improvement of the
Tenant's business  practices and policies that existed before the Transfer,  the
Landlord may, at any time until sixty (60) days after the Transfer  takes place,
notify the Tenant of its dissatisfaction, and a default of this Section 9.1 will
be considered to have occurred as of the date of the Landlord's notice.

         Subparagraph  (a)(i) of this Section 9.1 shall not apply in the case of
a sale by the Tenant of its business  conducted in the Leased Premises,  whether
such sale is (i) by a transfer,  sale, or other disposition of all of the shares
of the  Tenant,  or (ii) by a transfer,  sale,  or other  disposition  of all or
substantially all of the assets of the Tenant.

(b) If the Tenant intends to effect a Transfer,  then the Tenant will give prior
written  notice  to  the  Landlord  of  such  intent,  specifying  the  proposed
Transferee and providing additional information including, without limitation, a
copy of a bona fide written  offer with respect to the proposed  Transfer  which
the Tenant is prepared to accept,  subject to compliance  with the provisions of
this  Lease and which  must  disclose  any and all  monetary  payments  or other
consideration made or to be made by the proposed Transferee as consideration for
such Transfer,  and any other  information  concerning the financial or business
status of the Transferee that the Landlord  requires.  The Landlord will, within
thirty (30) days after having  received  notice and all  necessary  information,
notify the Tenant in writing  either that (i) it consents or does not consent to
the  Transfer,  or (ii) it elects to cancel this Lease in  preference  to giving
consent.  If the request for consent is to a sublease or parting with possession
of a portion (but not all) of the Leased  Premises,  the Landlord's  election to
cancel  this Lease  shall  apply only with  respect to such  portion and in such
event the Tenant shall, at its sole expense, arrange for the partitioning of the
Leased  Premises  so as to  separate  the  portion  being  Transferred  from the
remainder of the Leased  Premises.  If the Landlord elects to cancel this Lease,
the Tenant will notify the Landlord in writing within seven (7) days  thereafter
of the Tenant's  intention  either to refrain from the Transfer or to accept the
cancellation of this Lease. If the Tenant fails to deliver its notice within the
seven (7) day period,  this Lease will be terminated upon the date stipulated by
the  Landlord in its notice of  cancellation,  to be not less than (30) days and
not more than one hundred and twenty (120) days after delivery of the Landlord's
notice of cancellation.  If the Tenant advises the Landlord within the seven (7)
day period that it intends to refrain  from the  Transfer,  then the  Landlord's
election  to cancel  this  Lease  will be void.  Notwithstanding  anything  else
contained in this Section  9.1(b),  the foregoing  right to cancel as set out in
Subsection  9.1(b)(ii) shall not apply to Transfers of the basement level of the
Leased Premises.

<PAGE>
                                    Page 14


Section 9.2         -  Transfer Conditions

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

         (i)      the Landlord's  consent is not a waiver of the requirement for
                  consent to subsequent Transfers;

         (ii)     once the Landlord's  consent is given,  the Transfer must take
                  place  within  sixty (60) days or the consent  will expire and
                  the  Transfer  may not take  place  unless  the  Tenant  again
                  complies with Article 8;

         (iii)    the Transferor  will remain  jointly and severally  liable for
                  the Tenant's  obligations  and indemnify the Landlord  against
                  the Transferee's  failure to perform the Tenant's  obligations
                  after the Transfer,  and execute a separate  agreement to that
                  effect on the Landlord's standard form;

         (iv)     the  Transferee  will execute an agreement  directly  with the
                  Landlord agreeing to be bound by this Lease as Tenant;

         (v)      the Landlord may apply amounts  collected  from the Transferee
                  to any unpaid Rent;

         (vi)     unless the Transfer is a sublease, the Transferor will have no
                  rights to enforce the Landlord's  obligations  under the Lease
                  or to use or occupy the Leased Premises after the Transfer;

         (vii)    the Transferor  will not be entitled to obtain a Transfer back
                  without  obtaining the  Landlord's  consent under Article 8 in
                  the same way as for any other Transfer;

         (viii)   any documents relating to a Transfer or the Landlord's consent
                  will be prepared by the  Landlord  and the Tenant will pay the
                  Landlord's   reasonable  legal  and  administrative  costs  on
                  account  thereof  regardless  of whether  or not the  Transfer
                  occurs;

         (ix)     any  Transfer  where  the  Tenant  receives  a rent  or  other
                  consideration   in  lieu  of  rent  (in  any  form)  from  the
                  Transferee  which is greater than the Rent payable  under this
                  Lease,  the  Tenant  will pay the excess to the  Landlord  (in
                  addition to the Rent payable under this Lease);

<PAGE>
                                    Page 15


         (x)      if  this  Lease  is   repudiated,   disaffirmed,   disclaimed,
                  surrendered  (except  with the  consent  of the  Landlord)  or
                  terminated by a Transferee,  by any trustee in bankruptcy of a
                  Transferee, or by a court representative,  the original Tenant
                  named in this Lease or any Transferee  (except the bankrupt or
                  insolvent Transferee) will be considered, upon notice, to have
                  entered into a lease (the  "Remainder  Period Lease") with the
                  Landlord,  containing  the same terms and  conditions  as this
                  Lease (the  commencement  date of the  Remainder  Period Lease
                  will  be  the   date  of  the   repudiation,   disaffirmation,
                  disclaimer,  surrender or termination  and the expiration date
                  of the  Remainder  Period Lease will be the date on which this
                  Lease would have expired had the repudiation,  disaffirmation,
                  disclaimer, surrender or termination not occurred);

Section 9.3 - Additional Terms Respecting Transfers

         Acceptance by the Landlord of Rent or other payments by a Transferee is
not,  (i) a  waiver  of the  requirement  for the  Landlord  to  consent  to the
Transfer, (ii) the acceptance of the Transferee as Tenant, or (iii) a release of
the Tenant from its obligations under this Lease.

Section 9.4 - Transfer Clause

         From time to time, the Tenant may have  associates or other health care
practitioners  or providers  who share in the practice of the Tenant or to whose
clients the Tenant provides  services or whom share clients with this Tenant and
make  contribution to the expenses of the Tenant  including  sharing the cost of
rent. This shall not constitute a sub-lease or assignment but shall be permitted
by the Landlord without approval or consent being required in such cases.


            ARTICLE 10. - LANDLORD'S SALE OR FINANCING OF DEVELOPMENT


Section 10.1 - Sale by the Landlord

         If the  Landlord  transfers  or  disposes  of all  or any  part  of the
Development or the Landlord's interest under this Lease, then to the extent that
the  transferee or disposee  agrees with the Landlord to assume its  obligations
under this Lease,  the Landlord will be released from them,  except for existing
defaults as of the date of the transfer or disposition.

Section 10.2 - Subordination and Attornment

         This  Lease is  subordinate  to every  existing  and  future  mortgage,
charge, trust deed,  financing,  refinancing or collateral financing against the
Leased  Premises or the  Development  and to the  instruments of, as well as the
charge or lien  resulting  from any of them and any renewals or extensions of or
advances under them (collectively,  "encumbrances"),  provided that the Tenant's
obligation  to execute an agreement  subordinating  this Lease or to attorn to a
Mortgagee is subject to the Mortgagee  agreeing,  on its usual terms,  to permit
the Tenant to continue in occupation  of the Premises,  provided that the Tenant
is not in default under this Lease and continues to pay all Rent and perform all
of its covenants, conditions and agreements. The Tenant will, on request, attorn
to and recognize as landlord the holder of any such  encumbrance,  the Owner, or
any  transferee  or disposee of the  Development  or of an  ownership  or equity
interest in the  Development.  The Tenant will,  within  fifteen (15) days after
request,  sign and deliver any  reasonably  requested  document  confirming  the
subordination  or the  attornment.  The form and content of the document will be
determined by the party requesting it.

<PAGE>
                                    Page 16


Section 10.3 - Status Statement

         Within seven (7) days after  request,  the Tenant will sign and deliver
to the  Landlord or anyone with or  proposing to take an interest in all or part
of the Development,  a status statement or certificate,  stating that this Lease
is in full force and effect,  any  modifications to this Lease, the commencement
and expiry dates of this Lease, the date to which Rent has been paid, the amount
of any  prepaid  Rent or deposits  held by the  Landlord,  whether  there is any
existing  default on the part of the Landlord and the particulars  thereof,  the
dates to which the Rent, by instalment or otherwise and other sums payable under
the Lease have been paid, the  particulars  and amount of insurance  policies on
the  Premises  in which the  interest of the  Landlord  is noted,  the amount of
prepaid Rent or security  deposit  being held by the  Landlord,  the area of the
Premises and the Tenant's  proportionate  share for payment of Taxes,  Operating
Costs or other  expenses,  whether all Landlord's  work in  construction  of the
Premises or any  leasehold  improvements  has been  completed and whether or not
there is any claim,  charge,  defence,  right to set off or counter-claim by the
Tenant  against  the  Landlord  in  respect of Rent or  otherwise  and any other
information reasonably required by the party requesting it.

        Any statement delivered under this Section may be conclusively relied on
by any  purchaser or  prospective  purchaser or any  Mortgagee of the fee or the
leasehold or any other  sub-lessee  or  prospective  sub-lessee,  except for any
default of the  Landlord of which the Tenant does not have notice at the date of
the  statement.  If the Tenant  fails to execute and deliver any such  statement
within seven (7) days of written  request by the  Landlord,  the Landlord  shall
have the right to execute  and  deliver  the  statement  by and on behalf of the
Tenant and such statement shall be binding on the Tenant;


Section 10.4 - Financial Information

         The  Tenant  will,  upon  request,   provide  the  Landlord  with  such
information as to the Tenant's financial  standing and corporate  reorganization
as the Landlord or the Mortgagee requires.

Section 10.5 - Rights of Mortgagees

         If at any time  during  the  currency  of a  Mortgage  in  favour  of a
Mortgagee  who has given  notice in  writing of the  Mortgage  to the Tenant the
Landlord  defaults in the performance of any provision of this Lease which would
give rise to a right in the Tenant to  terminate  this  Lease,  then the Tenant,
before  becoming  entitled as against  the  Mortgagee  to exercise  any right to
terminate  this  Lease,  shall  give the  Mortgagee  notice in  writing  of this
default.  The  Mortgagee  shall  have  sixty  (60) days  after the giving of the
notice, or such longer period as may be reasonable in the circumstances,  within
which to remedy the default.  If the default is remedied  within that time,  the
Tenant shall not by reason of the default  terminate this Lease.  The rights and
privileges granted to a Mortgagee in this Section shall not in any way be deemed
to alter,  affect or prejudice  any of the rights and remedies  available to the
Tenant as against the Landlord.  Any notice to be given to a Mortgagee  shall be
deemed to have been  properly  given if  mailed by  registered  mail to its most
recent address of which the Tenant shall have notice.


                              ARTICLE 11. - DEFAULT


Section 11.1        -  Right to Re-enter

(a) If an Event of Default  occurs,  (i) the full amount of the current  month's
and the next three (3) months'  instalments  of Rent  (calculated  according  to
Section 10.1(b)) will immediately be due and payable,  and (ii) the Landlord may
re-enter and re-possess the Leased Premises.  If the Landlord re-enters,  at the
Landlord's  option,  this  Lease and all of the  Tenant's  rights  under it will
terminate without any liability to the Landlord for loss or damage,  and without
prejudice to the Landlord's right to recover any arrears of Rent and damages for
any  previous  breach by the Tenant of this Lease.  On such a  termination,  the
Tenant will promptly (and in any case within ten (10) days after written  notice
requiring it to do so) remove all of its property from the Leased  Premises,  or
the Landlord may at any time remove all or part of the property  from the Leased
Premises  and store it in a public  warehouse  or  elsewhere  at the cost of the
Tenant. Despite anything to the contrary, in such event the Landlord will not be
responsible for loss or damage to any of the Tenant's property regardless of how
the loss or damage is caused,  even if by  negligence.  If the  Tenant  fails to
remove its property as required,  or if it fails to pay the Landlord's  costs of
removal and storage within ten (10) days after written notice  specifying  those
costs,  the Tenant will be  considered  to have  abandoned  its property and the
Landlord  will  be  entitled  to  retain  or to sell  or  dispose  of it for the
Landlord's own benefit.  Despite any  termination  for an Event of Default,  the
Landlord  may sue the Tenant for  damages,  including  loss of future  Rent as a
result of this Lease being prematurely  terminated (for what would have been the
remainder  of the  Term  had the  Lease  not  been  terminated)  and the cost of
recovering the Leased Premises.  If any legal proceedings are instituted because
of an Event of Default, the Tenant will pay the Landlord's  expenses,  including
legal fees on a solicitor and client basis.

<PAGE>
                                    Page 17


(b) If the Landlord terminates this Lease for an Event of Default,  then for the
purpose of  calculating  future Rent,  the annual Rent will be  considered to be
equal  to:  the  aggregate  of the  annual  Minimum  Rent,  Percentage  Rent and
Additional Rent payable under this Lease over the balance of the Term,  assuming
a five percent (5%) annual  increase in Percentage Rent and Additional Rent year
over year for the remainder of the Term.

Section 11.2 - Re-entry Without Termination

         No re-entry or taking possession of the Leased Premises by the Landlord
will be considered an election to terminate  this Lease unless a written  notice
of such  intention is given to the Tenant.  If the  Landlord  re-enters or takes
possession of the Leased  Premises,  it may either  terminate this Lease or make
any necessary  alterations  and repairs in order to relet all or any part of the
Leased Premises, for a term (which may extend beyond the Term), at a rental rate
and on any other terms the Landlord in its sole discretion  considers advisable.
All Rent received by the Landlord from each  reletting  will be applied first to
any  indebtedness  other  than  Rent  due;  second,  to any  costs of  reletting
including  brokerage  and legal fees (on a solicitor  and client  basis) and the
costs of the required  alterations  and repairs;  third, to any arrears of Rent;
and any residue will be held by the Landlord and applied  against future Rent as
it becomes due. If rent  received  from the reletting for any month is less than
the Rent to have been paid by the Tenant for that month, the Tenant will pay the
deficiency  monthly in advance on the first day of each month.  If the  Landlord
relets without terminating, it may nevertheless subsequently terminate the Lease
for the previous Event of Default.

Section 11.3 - Distress Waivers

         Despite the Commercial Tenancies Act (Ontario) or any other legislation
or law: (a) none of the inventory, furniture, equipment or other property at any
time owned by the Tenant is exempt from distress;  and (b) no lack of compliance
with any  requirement  concerning  the day of the  week,  time of day or  night,
method of entry,  giving of notice,  appraising of goods, or anything else, will
render any distress  unlawful  where the Tenant owes arrears of Rent at the time
of the distress.

Section 11.4 - Fraudulent Removal of Goods

         Removal by the Tenant of its goods  outside the ordinary  course of its
business either during or after regular business hours of the Development  shall
be deemed to be a fraudulent or clandestine act thereby enabling the Landlord to
avail  itself  of all  remedies  at law  including,  but  not  limited  to,  the
Landlord's  rights to follow the  Tenant's  goods and to  recover  more than the
value of the goods so removed.

Section 11.5 - Landlord May Cure the Tenant's Default

         If the Tenant  defaults  in the  payment  of money that it is  required
under this Lease to pay to a third party, the Landlord may, after five (5) days'
notice to the  Tenant,  pay all or part of the  amount  payable.  If the  Tenant
otherwise  defaults  under this Lease the  Landlord may give the Tenant at least
ten (10) days' prior notice  (except that  forty-eight  (48) hours'  notice will
suffice for a default  under  Section  4.1, and no notice of any default will be
required  in an  emergency)  and if the Tenant  does not,  within  such  period,
commence  diligently and thereafter proceed diligently to cure the default,  the
Landlord  may  perform or cause to be  performed  all or part of what the Tenant
failed to perform and may enter the Leased Premises and do those things that the
Landlord  considers  necessary  for that  purpose.  The  Tenant  will pay to the
Landlord on demand,  the Landlord's  expenses  incurred under this Section 11.5,
plus an Administration Fee.

Section 11.6 - Application of Money

         The  Landlord  may apply  amounts  received  from or due to the  Tenant
against amounts due and payable under this Lease, even if otherwise requested by
the Tenant,  unless the Tenant can  satisfactorily  demonstrate to the Landlord,
acting reasonably, that an amount is in fact not due and payable.

Section 11.7 - Remedies Generally

         The  remedies  under this  Lease are  cumulative  and may be  exercised
independently or in combination with others. No remedy is exclusive or dependent
on any other remedy. The specifying or use of a remedy under this Lease does not
limit rights to use other remedies available at law generally.

<PAGE>
                                    Page 18


Section 11.8 - Expenses

         If legal  proceedings  are brought for  recovery of  possession  of the
Leased  Premises,  for the  recovery  of Rent or GST,  or because of an Event of
Default,  the Tenant will pay to the Landlord its expenses,  including its legal
fees (on a solicitor and client basis).


                     ARTICLE 12. - INTENT AND INTERPRETATION


Section 12.1 - Gross Lease

(a) This Lease is a gross  lease  subject to  escalations  for Realty  Taxes and
Operating Costs.

(b) The Tenant will pay GST on Rent and any other GST imposed by the  applicable
legislation  on the Tenant in respect  of this  Lease,  in the manner and at the
times directed by the applicable legislation.  This GST is not consideration for
the rental of space or the  provision of any service by the Landlord  under this
Lease,  but will be  considered to be Rent and the Landlord will have all of the
same remedies and rights of recovery for it as it has for  non-payment  of Rent.
If a deposit is forfeited to the Landlord,  or an amount becomes  payable to the
Landlord due to a default or as consideration  for a modification of this Lease,
and the applicable  legislation deems a part of the deposit or amount to include
GST, the deposit or amount will be increased and the increase paid by the Tenant
so that the Landlord  will receive the full amount of the  forfeited  deposit or
other amount payable without encroachment by any deemed GST portion.

Section 12.2 - Landlord and Representatives to Act Reasonably and in Good Faith

         In  making  a  determination,   designation,   calculation,   estimate,
conversion,  or  allocation  or in granting  any consent or approval  under this
Lease,  the  Landlord  will act  reasonably  and in good  faith,  subject to the
specific  provisions  of  this  Lease.  Each  accountant,  architect,  engineer,
surveyor or other professional  Person employed or retained by the Landlord will
act in accordance  with the applicable  principles and standards of the Person's
profession.

Section 12.3 - Entire Agreement and General Interpretation

         This Lease includes any Schedules and riders  attached to it. There are
no covenants, promises, agreements, conditions or understandings, either oral or
written,  between the parties  concerning this Lease, the Leased  Premises,  the
Development or any other related  matter,  except those that are set out in this
Lease.  No  alteration,  amendment,  change or addition to this Lease is binding
upon the Landlord or the Tenant unless it is in writing and signed by the Tenant
and the  Landlord.  Each  obligation  under this Lease is a covenant.  The Basic
Terms, captions,  section numbers,  article numbers and Table of Contents do not
define,  limit,  construe  or  describe  the scope or intent of the  sections or
articles. The use of the neuter singular pronoun to refer to the Landlord or the
Tenant is a proper  reference  even  though  the  Landlord  or the  Tenant is an
individual, a partnership,  a corporation or a group of two or more individuals,
partnerships  or  corporations.  The  grammatical  changes  needed  to make  the
provisions  of this Lease apply in the plural  sense when there is more than one
Landlord  or  Tenant  and  to   corporations,   associations,   partnerships  or
individuals,  males or females,  are implied.  Wherever the word  "including" is
used it is intended to mean "including but not limited to", and "includes" has a
corresponding meaning. This Lease will be governed by the laws of Canada and the
Province. Time is of the essence of this Lease.

Section 12.4 - Severability

         If a part of this Lease or the  application of it is  unenforceable  or
illegal to any extent,  the part:  (a) is  independent of and severable from the
remainder of this Lease, and its  unenforceability or illegality does not affect
the remainder of this Lease;  and (b) continues to be enforceable to the fullest
extent permitted by law, except to the extent it is unenforceable or illegal. No
part of this Lease will be enforced against a Person,  if, or to the extent that
by doing so, the Person is made to breach a law, rule, regulation or enactment.

<PAGE>
                                    Page 19


                           ARTICLE 13. - MISCELLANEOUS


Section 13.1 - Overholding - No Tacit Renewal

         If the Tenant  remains in possession of the Leased  Premises  after the
Term,  there is no tacit renewal of this Lease despite anything to the contrary,
and the Tenant will occupy the Leased  Premises as a month to month tenant.  The
monthly Minimum Rent, payable in advance on the first day of each month, will be
equal to the total of: (a) the monthly amount of Minimum Rent for the last month
of the Term; (b)  one-twelfth  (1/12th) of the amount of Percentage Rent payable
by the Tenant in the last full twelve (12) month Lease Year; and (b) one-twelfth
(1/12th) of the amount of Additional Rent payable by the Tenant in the last full
twelve  (12) month Lease Year.  All of the other  provisions  of this Lease will
apply as far as they can to a monthly tenancy, with any necessary  modifications
being assumed.

Section 13.2 - Successors

         This Lease applies to the  successors  and assigns of the Landlord and,
if  Article  9 is  complied  with,  the  heirs,  executors,  administrators  and
permitted  successors and permitted assigns of the Tenant. If there is more than
one Tenant, they are individually and collectively liable under this Lease.

Section 13.3  -  Waiver

         The waiver by the Landlord or the Tenant of a default  under this Lease
is not a waiver of any subsequent  default.  The  Landlord's  acceptance of Rent
after a default is not a waiver of any  preceding  default under this Lease even
if the Landlord knows of the preceding  default at the time of acceptance of the
Rent. No obligation or term of this Lease will be considered to have been waived
by the Landlord or the Tenant unless the waiver is in writing. The Tenant waives
any statutory or other rights in respect of abatement,  set-off or  compensation
in its favour that may now or in the future exist in connection with Rent.

Section 13.4 - Force Majeure

         Despite anything to the contrary,  if the Landlord or the Tenant is, in
good faith,  prevented  from doing  anything  required by this Lease  because of
Force  Majeure,  the doing of the thing is  excused  for the period of the Force
Majeure and the party  prevented will do what was prevented  within the required
period  after the Force  Majeure,  but this does not  excuse  either  party from
payment of  amounts  they are  required  to pay at the times  specified  in this
Lease.

Section 13.5 - Notices

         Notices,  demands,  consents  or  requests  under this Lease will be in
writing  and will be  delivered  in person or sent by  registered  mail  postage
prepaid and  addressed:  (a) if to the  Landlord,  at the address  specified  in
Paragraph 2 of the Basic  Terms,  or to such other  Person at any other  address
that the Landlord designates by written notice; and (b) if to the Tenant, at the
Leased  Premises,  or, at the  Landlord's  option,  to the Tenant's  head office
address specified in Paragraph 4 of the Basic Terms.

         A notice,  demand,  consent or request will be  considered to have been
given or made on the day that it is  delivered,  or, if  mailed,  three (3) days
after the date of mailing. Either party may give notice to the other of a change
of the address set out above and the address  specified  in the notice will then
apply.  If the postal service is or is expected to be  interrupted,  any notice,
demand,  consent or request will only be  delivered in person.  If there is more
than one Tenant,  it will  suffice if the  Landlord  delivers or mails a notice,
demand, consent or request to only one of them.

Section 13.6 - Registration of Lease

         The  parties  agree  that a  Notice  of  Short  Form of a Lease  may be
registered against the title to the property.

Section 13.7 - Rules and Regulations

         The Tenant  will comply with the Rules and  Regulations.  However,  the
Tenant will not be responsible  for complying with any Rules and  Regulations in
addition to those  contained  in Schedule  "C",  unless  notice of them is first
given to the  Tenant.  No Rules and  Regulations  will be  enforced  against the
Tenant in a discriminatory  manner  (although  certain Rules and Regulations may
differentiate  between  different types of businesses),  or impose any charge or
payment on the Tenant which is not  expressly  provided  for in this Lease.  The
Landlord is not responsible to the Tenant for any other Person's  non-observance
of any Rules or Regulations.

Section 13.8 - Acceptance of Lease

         The Tenant  accepts this Lease of the Leased  Premises to be held by it
as Tenant, subject to the terms set out in this Lease.

         THE PARTIES HAVE SIGNED BELOW to indicate their agreement.



SIGNED, SEALED AND DELIVERED           )FERCAN DEVELOPMENTS INC.
     in the presence of:               )
                                       )
                                       )  Per:________________________
                                       )  Name:
                                       )  Title:
                                       )  I have the authority to bind
                                       )  the Corporation.
                                       )
                                       )
                                       )  NORTHERN  ETHANOL  ( CANADA)INC.
                                       )
                                       )  Per:________________________  )
                                       )        Name:
                                       )        Title:
                                       )  I have the authority to bind
                                          the Corporation



<PAGE>
                                    Page 20




                             SCHEDULE OF DEFINITIONS


"Additional Rent": any amounts payable by the Tenant under this Lease other than
Base Rent  whether  or not  designated  as  Additional  Rent and  whether or not
payable to the Landlord. Additional Rent accrues daily.

"Alterations":   any  repairs,   alterations,   replacements,   decorations   or
improvements  to the Leased  Premises,  whether as part of the Tenant's  Work or
otherwise.

"Architect":  any  independent  licensed  architect,  engineer or land  surveyor
chosen by the Landlord.

"Basic Terms": the terms set out at the beginning of this Lease.

"Development"  or "Building"  means the Lands and the structures,  buildings and
Facilities located on them from time to time,  including the Common Elements and
all Leaseable Premises.

"Event of Default": whenever:

(a) any Rent is not paid  when due and the  non-payment  continues  for five (5)
days after notice to the Tenant;

(b) any of the Tenant's  obligations  under this Lease is breached (other than a
breach specified in paragraph (c)) and (i) the breach is not remedied within ten
(10) days after notice to the Tenant  specifying  particulars of the breach,  or
(ii) if ten (10) days is not a reasonable time to remedy the breach,  the Tenant
has not commenced diligently to remedy the breach within the ten (10) day period
or is not proceeding  diligently to remedy the breach within a reasonable  time;
or

(c) any of the following events occurs:

          (i)     the Tenant,  or a Person carrying on business in a part of the
                  Leased  Premises  becomes  bankrupt or  insolvent or takes the
                  benefit of any statute for  bankrupt or  insolvent  debtors or
                  makes  any  proposal,   assignment  or  arrangement  with  its
                  creditors;

          (ii)    a receiver  or manager is  appointed  for all or a part of the
                  property  of the  Tenant,  or of another  Person  carrying  on
                  business in the Leased Premises;

          (iii)   steps  are  taken  for the  dissolution,  winding  up or other
                  termination of the Tenant's  existence or for the  liquidation
                  of their  respective  assets,  except  as part of a bona  fide
                  corporate reorganization permitted by this Lease;

          (iv)    the  Tenant  makes or  attempts  to make a bulk sale of assets
                  regardless of where they are situated  (except for a bulk sale
                  made to a Transferee as part of a permitted Transfer);

          (v)     property  is removed  from the Leased  Premises  so that there
                  does not remain  sufficient  property  on the Leased  Premises
                  available for distraint, free and clear of any lien, charge or
                  other  encumbrance  ranking ahead of the  Landlord's  right of
                  distress, to satisfy the Rent due or accruing for at least six
                  (6) months;

          (vi)    the Leased  Premises are vacant or unoccupied for fifteen (15)
                  consecutive  days,  or the  Tenant  abandons  or  attempts  to
                  abandon  the Leased  Premises,  except as may be  specifically
                  permitted under this Lease;

          (vii)   the Tenant  effects or attempts  to effect a Transfer  that is
                  not permitted under this Lease; or

          (viii)  this  Lease  or any  of  the  Tenant's  assets  on the  Leased
                  Premises  are taken or seized  under a writ of  execution,  an
                  assignment, charge or other security instrument.

<PAGE>
                                    Page 21



"Facilities":  areas, facilities, Utilities,  improvements,  equipment, fixtures
and installations.

"Force  Majeure":  a strike,  labour  trouble,  inability  to get  materials  or
services, power failure,  restrictive  governmental laws or regulations,  riots,
insurrection, sabotage, rebellion, war, act of God, or any other similar reason,
that is not the fault of the party  asserting it. Force Majeure does not include
inability to obtain funds.

"GST": goods and services taxes,  value-added taxes, multi-stage taxes, business
transfer taxes or other similar taxes however they are characterized.

"Gross Leaseable Area":    7,200 square feet.


"HVAC System": the heating, ventilating and air-conditioning Facilities operated
and  maintained  by the  Landlord,  including:  (a) the buildings or areas which
house common heating,  ventilating or  air-conditioning  Facilities;  (b) units,
suspended or  otherwise,  designated by the Landlord as part of the HVAC System,
including heat pump units or re-heat coils, even if located in LaSalle Premises;
(c) fuel and power Facilities; (d) distribution piping, air handling units, duct
heater coils or re-heat coils and ventilation units; and (e) monitoring,  energy
saving and  control  systems,  including  thermostats  and  ventilation  systems
serving  more than one tenant.  The HVAC  System  does not include  distribution
systems  within  LaSalle  Premises,  any  tenant-maintained  ventilation  ducts,
make-up air  facilities  or booster  units  installed for one or more tenants to
satisfy excess or unusual requirements and the Tenant System.

"Hazardous Substances": any hazardous or toxic substances or materials including
any products of waste,  asbestos,  urea formaldehyde foam insulation,  radon gas
and PCB's, or any other  contaminant or pollutant,  including any substance from
time to time  defined as a  contaminant  or pollutant or as a hazardous or toxic
substance or material under any environmental law.

"Landlord": the party named in Paragraph 1 of the Basic Terms.

"Lands":  the lands  described in Schedule "A", as they may be altered from time
to time.

"Lease Year": means, in the year in which the Term commences, the period of time
from  the  commencement  of the  Term to  December  31st of that  year  and,  in
subsequent  years, the twelve (12) month period  commencing on January 1 in that
year and the balance,  if any, of the Term after the last full twelve (12) month
Lease  Year.  The  Landlord  shall have the right at any time during the Term to
change the  beginning  and ending dates of the Lease Year.  If any Lease Year is
less than twelve (12) months, the Rent and other sums due, if applicable,  shall
be pro-rated by multiplying the Rent (for a twelve (12) month period  commencing
on the first day of the Lease  Year) by the  actual  number of days in the Lease
Year and dividing the product by three hundred and sixty-five (365);


"Leased Premises":  the premises  municipally known as the 3rd Floor of 193 King
Street  East,  Toronto and  include  the right to egress and  ingress  from King
Street to the said 3rd Floor in common with other tenants of the Building by way
of the  existing  staircase  from King  Street  .The  boundaries  of the  Leased
Premises  extend from the top  surface of the  structural  sub-floor  to the top
surface of the 3rd Floor ceiling.

"Base Rent": the amounts payable under Section 3.1.

"Mortgagee":  a creditor that holds all or part of the  Development as security,
but a creditor,  chargee or security  holder of a tenant of LaSalle  Premises is
not a Mortgagee.

"Operating Costs": the total amounts incurred by or on behalf of the Landlord in
insuring,   operating,   cleaning,    administering,    managing,   supervising,
maintaining,  repairing  and  replacing  the  Development,  or any part  thereof
including without duplication:

<PAGE>
                                    Page 22


(a) costs of  non-separately  metered  Utilities  and  supplies  and the cost of
heating,  ventilating and air-conditioning the Development,  including all costs
in connection with the HVAC System and any outside maintenance contracts;

(b)  salaries  and  benefits of  personnel  (including  on-site  and  designated
off-site  management  personnel) employed in connection with the Development and
reasonable management office rent imputed to the Development by the Landlord;

(c) costs of any Facilities added to the Development for the greater comfort and
convenience of customers or tenants;

(d) costs of  environmental  inspections or audits of the Development and of any
clean-up or removal of Hazardous Substances from the Development;

(e)  depreciation  or  amortization of any costs (which are not charged fully in
the financial year they are incurred) of the maintenance, cleaning and operating
equipment,  master utility meters and all other  Facilities that are part of the
Common Elements  including the HVAC System,  in accordance with sound accounting
principles applicable to the Development industry;

(f) interest,  calculated at two (2) percentage  points above the Prime Rate, on
any undepreciated part of the costs referred to in paragraph (e);

(g) Realty Taxes payable by the Landlord with respect to the Common Elements;

(h) audit fees for the statements referred to herein; and

(I) an  management  fee equal to five  percent  (5) of the Base Rent,  Taxes and
Operating Costs (exclusive of this subparagraph (I), depreciation and GST);

Operating  Costs will not  include,  or there will be  deducted  from  Operating
Costs: (I) net proceeds of insurance received by the Landlord from its insurers,
to the extent that the proceeds relate to costs previously included in Operating
Costs;  (ii)  repairs or  maintenance  specific  to certain  tenants or unleased
premises; (iii) tenant improvements,  tenant allowances and leasing commissions;
(iv) income taxes  (Capital  Taxes are not  considered  to be income  tax);  (v)
interest on and capital retirement of debt; and (vi) ground rentals;.

"Owner":  any owner of  freehold or  leasehold  title(s) of all or a part of the
Development.

"Person":  any person,  firm,  partnership,  corporation  or other legal entity,
including any combination of them.

"Prime Rate":  the annual rate of interest from time to time publicly  quoted by
the  Canadian  Imperial  Bank of  Commerce  as its  reference  rate of  interest
(commonly  known  as  its  "prime  rate")  for  determining  rates  of  interest
chargeable in Toronto on Canadian dollar demand loans to commercial customers.

"Public  Corporation":  a  corporation  whose  shares are traded and listed on a
recognized stock exchange in Canada or the United States.

"Realty  Taxes":  the total of: (a) all real property taxes or charges from time
to time  imposed in respect  of all or any part of the  Development  by a taxing
authority (including local improvement taxes and taxes and other charges for the
Tenant's improvements,  equipment and facilities in any part of the Development,
the  business  carried  on in the  Leased  Premises  and the use,  occupancy  or
ownership  of any part of the  Development  by the Tenant or its  subtenants  or
licensees  or the  Landlord or the  Owner),  and any other  amounts  that may be
imposed  instead of or in addition to them,  whether  against the Landlord,  the
Tenant or the Owner and whether or not similar, in existence at the Commencement
Date, or within the contemplation of the parties; (b) all consulting, appraisal,
legal and other costs  reasonably  incurred in  attempting to minimize or reduce
those amounts;  and (c) all amounts allocated by the Landlord to the Development
in respect of salaries,  benefits and other  personnel costs and office expenses
related to the administration and management of the above-noted amounts.  Realty
Taxes do not include corporate, income, profits or excess profits taxes assessed
upon the income of the Landlord  except those that may be imposed  instead of or
in addition  to the taxes and charges  described  above.  Realty  Taxes shall in
every  instance be  calculated  on the basis of the total  Rentable  Area of the
Development being assessed as fully leased and operational.

<PAGE>
                                    Page 23


"Released Persons":  the Landlord and any Owner or Mortgagee,  and each of their
respective directors, officers, employees (while in the ordinary course of their
employment)  and agents.  In  connection  with any release or other  exculpatory
language or an indemnity in favour of the Released Persons,  the Landlord is the
agent or trustee of and for the benefit of the Owner,  the  Mortgagee and all of
the directors, officers, employees and agents mentioned above.

"Rent":  Base Rent,  :and  Additional  Rent.  Rent is payable in Canadian  funds
without any deduction,  abatement or set-off.  Rent payable to the Landlord will
be paid to it at its head  office  or at any  other  place  which  the  Landlord
designates in writing.  Rent for any fractional month at the beginning or end of
the Term will be pro-rated on a daily basis using a period of 365 days.

"Rules and  Regulations":  the rules and  regulations  passed and revised by the
Landlord from time to time.

"Secured  Claim":  a  construction  or other lien or claim,  a fixed or floating
charge, mortgage, security interest, debenture or other encumbrance, or a notice
of any of them.

"Sign": any sign, advertisement, picture, notice, lettering or decoration.

"Stipulated  Rate":  the annual rate of  interest  that is the lesser of (a) the
Prime Rate plus five (5) percentage points and (b) the maximum rate permitted by
law.

"Tenant": the party named as Tenant in Paragraph 3 of the Basic Terms.


"Term": the period set out in Paragraph 10 of the Basic Terms.

"Transfer": (a) an assignment,  sale, conveyance,  sublease,  licensing or other
disposition, or a mortgage, charge or debenture (floating or otherwise) or other
encumbrance of this Lease or any interest in it or all or any part of the Leased
Premises  (whether by  operation of law or  otherwise),  or of any interest in a
partnership  that is a Tenant under this Lease; (b) a parting with or sharing of
possession of all or part of the Leased Premises (including further subleases by
subtenants  and  assignments  of  subleases);  (c) a transfer  or issue by sale,
subscription,  assignment,  bequest,  inheritance,  operation  of law  or  other
disposition, of all or part of the shares of the Tenant or any of its affiliates
(as currently defined under the Canada Business  Corporations Act) which results
in a change in the  effective  voting  control of the  Tenant;  or (d) a merger,
amalgamation  or other similar  corporate  reorganization  involving the Tenant.
"Transferor" and "Transferee" have corresponding meanings.

"Utilities":  water, fuel, power,  telephone and any other utilities used in the
Development.

"Utilities Charge": the total,  without duplication,  of: (a) the costs incurred
by the Landlord for Utilities  used in the Leased  Premises or allocated to them
by the Landlord;  (b) the Landlord's  costs of determining the Utilities  Charge
including   professional,   engineering   and   consulting   fees;  and  (c)  an
Administration  Fee on the  costs  described  in  paragraphs  (a) and  (b).  Any
Utilities separately metered to the Leased Premises which are billed directly to
the Tenant by the supplier (other than the Landlord) will not be included in the
Utilities Charge.

<PAGE>
                                     Page 1



                                  SCHEDULE "A"

                            DESCRIPTION OF THE LANDS

PIN 21094-0179 LT

PT TOWN LT 19 S/S KING ST PL TOWN OF YORK TORONTO AS IN CA446251; S/T &T/W
CA446251;CITY OF TORONTO






<PAGE>
                                     Page 1





                                  SCHEDULE "B"

                              RULES AND REGULATIONS

The Tenant will at its expense:

1.        keep the inside and  outside of all glass in the doors and  windows of
          the Leased Premises clean;

2.        keep all exterior storefront surfaces of the Leased Premises clean;

3.        promptly  replace  any  cracked or broken  window  glass of the Leased
          Premises;

4.        keep the Leased Premises clean and orderly and free of pests; and

5.        have garbage  removed from the Leased  Premises on a regular  basis as
          prescribed by the Landlord (including using the commercial pick-up and
          disposal  service  designated  by the  Landlord,  if the  Landlord  so
          requires),  and until  removed,  keep  garbage in ratproof  containers
          within the interior of the Leased Premises.

The Tenant will not:

1.        commit or permit  waste upon or damage to the Leased  Premises  or any
          nuisance  or other  act that  disturbs  the quiet  enjoyment  of other
          tenants or occupants of the Development;

2.        do  anything  that may  damage  the  Development  nor  permit  odours,
          vapours, steam, water, vibrations, noises or other undesirable effects
          to come from the Leased Premises;

3.        place or maintain any  merchandise  or other articles in any vestibule
          or  entry  of the  Leased  Premises,  on  the  adjacent  footwalks  or
          elsewhere  on  the  exterior  of the  Leased  Premises  or the  Common
          Elements;

4.        permit accumulations of garbage, trash, rubbish or other refuse within
          or outside the Leased Premises;

5.        permit the parking of delivery  vehicles so as to  interfere  with the
          use of any  driveway,  walkway,  parking  area,  or other  area of the
          Development;

6.        receive,   ship,  load  or  unload  articles  of  any  kind  including
          merchandise,  supplies,  materials, debris, garbage, trash, refuse and
          other chattels  except through  service access  facilities  designated
          from time to time by the Landlord;

7.        use the plumbing facilities for any other purposes than that for which
          they are constructed;

8.        use any  part of the  Leased  Premise  for  lodging,  sleeping  or any
          illegal purposes;

9.        solicit  business  and  display   merchandise  except  in  the  Leased
          Premises,  nor do or permit  anything  to be done in or on the  Common
          Elements or the  Development  that hinders or  interrupts  the flow of
          vehicles and pedestrian traffic to, in and from the Development; or

10.       permit on the Leased  Premises  any  transmitting  device nor erect an
          aerial on any  exterior  walls of the  Leased  Premises  or any of the
          Common  Elements,  nor use  travelling  or flashing  lights,  signs or
          television or other  audio-visual  or  mechanical  devices that can be
          seen  outside of the Leased  Premises,  or  loudspeakers,  television,
          phonographs,  radios or other  audio-visual or mechanical devices that
          can be heard  outside of the Leased  Premises.  If the Tenant uses any
          such  equipment,  the Landlord  shall be entitled to remove it without
          notice at any time, at the Tenant's cost, payable on demand.


<PAGE>



                                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>

  ARTICLE 1. - GRANT
<S>                 <C>                                                                      <C>
  Section 1.1      -  The Leased Premises                                                        1
  Section 1.2       -  Use of Common Elements                                                    1
  Section 1.3       -  Quiet Enjoyment                                                           1
  Section 1.4       - First Option to Extend                                                     1

                           ARTICLE 2. - CONSTRUCTION

  Section 2.1       - Acceptance of the Leased Premises                                          2
  Section 2.2       - Tenant Allowance                                                           2

  ARTICLE 3. - RENT

  Section 3.1       -  Minimum Rent                                                              3
  Section 3.2       -  Taxes                                                                     3
  Section 3.3       -  Operating Costs and Utilities                                             3
  Section 3.4       -  Payment of Additional Rent                                                3
  Section 3.5       -  Post-dated Cheques or Pre-Authorized Payment Plan                         3
  Section 3.6       -  Overdue Rent                                                              4
  Section 3.7       -  Deposit                                                                   4
  Section 3.8       -  Rent Disputes                                                             4
  Section 3.9       - Gross Revenue Reports                                                      4
  Section 3.10      - Tenant's Records                                                           4
  Section 3.11      - Landlord's Right to Examine                                                4
  Section 3.12      - Audit                                                                      4
  Section 3.13      - Tenant's Failure                                                           4

  ARTICLE 4. - USE OF THE LEASED PREMISES

  Section 4.1       -  Use and Trade Name                                                        4
  Section 4.2       -  Conduct of Business                                                       4
  Section 4.3       -  Prohibited Activities                                                     4
  Section 4.4       -  Compliance with and Observance of Law                                     5
  Section 4.5       -  Radius                                                                    5
  Section 4.6       -  Signs                                                                     5

  ARTICLE 5. - TENANT'S INSURANCE, RELEASE AND INDEMNITY

  Section 5.1       -  Tenant's Insurance                                                        5
  Section 5.2       -  Increase in Insurance Premiums                                            6
  Section 5.3       -  Cancellation of Insurance                                                 6
  Section 5.4       -  Release                                                                   6
  Section 5.5       -  Indemnity                                                                 7

  ARTICLE 6. - MAINTENANCE OF AND ALTERATIONS TO LEASED PREMISES

  Section 6.1       -  Maintenance of and Alterations to the Leased Premises                     7
  Section 6.2       -  Repair Where the Tenant is at Fault                                       8
  Section 6.3       -  Removal of Alterations and Restoration of Leased Premises                 8
  Section 6.4       -  Secured Claims                                                            9
  Section 6.5       -  Overloading                                                               9
  Section 6.6       -  HVAC Operation and Energy Conservation                                    9

  ARTICLE 7. - LANDLORD'S COVENANTS

  Section 7.1       -  Landlord's Insurance                                                      9
  Section 7.2       -  Maintenance and Repairs by the Landlord                                   9
  Section 7.3       -  Control of the Development by the Landlord                               10
  Section 7.4       -  Landlord's Right of Entry                                                10
  Section 7.5       - Redevelopment                                                             10

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

  ARTICLE 8. - DAMAGE AND DESTRUCTION AND EXPROPRIATION

<S>                 <C>                                                                      <C>
  Section 8.1       -  Damage to the Leased Premises                                            11
  Section 8.2       -  Damage to or Expropriation of the Development                            11


  ARTICLE 9. - TRANSFERS

  Section 9.1       -  Consent Required                                                         12
  Section 9.2       -  Transfer Conditions                                                      13
  Section 9.3       -  Additional Terms Respecting Transfers                                    14
 Section 9.4        -  Transfer Clause                                                          14

  ARTICLE 10. - LANDLORD'S SALE OR FINANCING OF DEVELOPMENT

  Section 10.1      -  Sale by the Landlord                                                     14
  Section 10.2      -  Subordination and Attornment                                             14
  Section 10.3      -  Status Statement                                                         14
  Section 10.4      - Financial Information                                                     14

  ARTICLE 11. - DEFAULT

  Section 11.1      -  Right to Re-enter                                                        15
  Section 11.2      -  Re-entry Without Termination                                             15
  Section 11.3      -  Distress Waivers                                                         15
  Section 11.4      -  Fraudulent Removal of Goods                                              15
  Section 11.5      -  Landlord May Cure the Tenant's Default                                   16
  Section 11.6      -  Application of Money                                                     16
  Section 11.7      -  Remedies Generally                                                       16
  Section 11.8      -  Expenses                                                                 16

  ARTICLE 12. - INTENT AND INTERPRETATION

  Section 12.1      -  Gross Lease                                                              16
  Section 12.2      -  Landlord and Representatives to Act Reasonably and in Good Faith         16
  Section 12.3      -  Entire Agreement and General Interpretation                              17
  Section 12.4      -  Severability                                                             17

  ARTICLE 13. - MISCELLANEOUS

  Section 13.1      -  Overholding - No Tacit Renewal                                           17
  Section 13.2      -  Successors                                                               17
  Section 13.3      -  Waiver                                                                   17
  Section 13.4      -  Force Majeure                                                            18
  Section 13.5      -  Notices                                                                  18
  Section 13.6      -  Registration                                                             18
  Section 13.7      -  Rules and Regulations                                                    18
  Section 13.8      -  Acceptance of Lease                                                      18

</TABLE>

<PAGE>





SCHEDULE OF DEFINITIONS

SCHEDULE "A"  -  LEGAL DESCRIPTION
SCHEDULE "B"  -  RULES AND REGULATIONS