THIS INDENTURE made as of the 20th day of April , 2006

                  IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT





LANDLORD NAME AND ADDRESS
                              FERCAN DEVELOPMENTS INC.
                              193 King Street East, Ste. 200
                              Toronto, ON  M5A1J5
                              Telephone: 416 867 9899
                              Facsimile: 416 867 9675
                              GST Registration No.:      89408 9267 RT0001

                                                                (the "LANDLORD")


                                     - and -



TENANT NAME AND ADDRESS
                              NORTHERN  ETHANOL (BARRIE) INC.
                              1 Big Bay Point Road,
                              BARRIE, ONTARIO


                                                                  (the "TENANT")








BUILDING AND LAND LOCATED AT :             1 Big Bay Point Road, BARRIE, ONTARIO
GROSS LEASABLE AREA OF BUILDING PREMISES:  350,000 square feet as illustrated in
                                           Schedule "B" attached
LAND AREA :                                13 acres of land illustrated in
                                           Schedule "B-1" attached

                                                                (the "PREMISES")

<PAGE>
                                                                          Page 1


1 -   BASIC TERMS

      1.1   - TERM:

                Building Premises   ( 25 Years)

               (a)  Commencement  Date:  November  1,  2006
               (b)  Expiry of Term:      October 30th, 2031

                 Land Area   ( 21 years less 1 day)

               (a)  Commencement  Date:  November  1,  2006
               (b)  Expiry of term:      October 30th, 2027


      1.2   BASE RENT

      1.2 A- BASE RENT FOR BUILDING


<TABLE>
<CAPTION>


            PERIOD OF TERM       RENT/SQUARE FOOT      MONTHLY RENT           ANNUAL RENT
         ------------------------------------------------------------------------------------------------------------
<S>            <C>                   <C>              <C>                    <C>
               Years 1-1             $   5.00         $   145,833.33         $   1,750,000.00
               Years11-15            $   5.60         $   163,333.33         $   1,960,000.00
               Years16-20            $   6.27         $   182,932.96         $   2,195,195.52
               Years21-25            $   7.02         $   204,705.00         $   2,457,000.00

</TABLE>

      **Note: Base Rent subject to 7% GST payable with each monthly rental
      payment.

          1.2B. BASE RENT FOR LAND AREA**

         ------------------------------- ------------------------- -------------
             PERIOD OF                 MONTHLY RENT            ANNUAL RENT
                TERM
         ------------------------------- ------------------------- -------------
               Years1-10             $   43,333.33         $   520,000.00
               Years11-15            $   48,533.33         $   582,400.00
               Years16-20            $   54,357.33         $   652,288.00

      **Note: Base Rent subject to 7% GST payable with each monthly rental
      payment.

      1.3 - TENANT'S ESTIMATED PROPORTIONATE SHARE OF OPERATING COSTS AND REALTY
      TAXES:

      (a) $3.00 per Sq ft.  Estimated  Operating  Costs and  Realty  Taxes to be
      charged  commencing  November  1, 2006 and to be reviewed  and  reconciled
      annually.

      Estimated  Operating Costs and Realty Taxes subject to 7% GST payable with
      each monthly rental payment


      1.4 - DEPOSIT:

      (a) $300,000.00 as a security deposit for the last month of Rent( includes
      Base Rent, CAM, Realty Taxes and GST)


      1.5 - USE OF PREMISES:

            The manufacturing,  processing, selling, and distribution of ethanol
      for use as an  automotive  fuel additive and all related,  necessary,  and
      ancillary uses such as office and administration incidental to the primary
      use.  The Tenant  will not use or permit the use of the  Premises  for the
      manufacture  or sale of alcohol or any beverage  containing  alcohol,  for
      human consumption

            The  Land  Area  shall be used for any  purpose  connected  with the
      manufacture,  processing,  selling  and  distribution  of  ethanol  as  an
      automotive fuel additive,  including installation of and as a location for
      equipment  and  machinery  involved  in the  process  of  manufacture  and
      processing ethanol.

<PAGE>
                                     Page 2


      1.6 - OPTIONS TO EXTEND

            (a) If the Tenant is not then in default under the Lease and has not
            been in  recurrent  default  under the Lease  during  the Term,  the
            Tenant  shall have the right on  written  request  delivered  to the
            Landlord  not less than six (6)  months  prior to the  expiry of the
            initial Term to extend the Term for the Building Premises for one(1)
            further period of ten (10) years ( THE "FIRST EXTENSION TERM") after
            the expiry of the initial Term, on the same terms and  conditions as
            set out in the  Lease,  save and except  for any  further  option to
            extend  and  Base  Rent for the  Building  Premises.  The Base  Rent
            payable  during  such  Ten  (10)  year  extension  shall be the then
            current market rent for comparable  unfixtured space in the vicinity
            of the  Building  and with  similar  exposure to Highway 400. If the
            parties are unable to agree on the Base Rent for the  extended  Term
            within ninety (90) days prior to the expiry date of the then current
            Term,  the  Tenant  shall  have the right to submit the issue of the
            amount of the Base Rent payable during such first  extension Term to
            arbitration in accordance with the Arbitrations Act, 1991 (Ontario).
            The Base Rent shall in any event be not less than the Base Rent paid
            by the Tenant in the twelve (12) months  immediately  preceding  the
            expiry  date of the  Term.  The costs of such  arbitration  shall be
            borne equally by both parties. The Tenant shall execute an extension
            agreement  incorporating the terms and conditions of such extension,
            which may be in the form of the  Landlord's  then current  Lease for
            the Building. If the Tenant fails or neglects to submit the issue of
            the Base Rent payable  during such first  extension  to  arbitration
            within the  aforesaid  ninety (90) days,  the Tenant shall be deemed
            for all  purposes  of this  Lease to have  accepted  the  Base  Rent
            stipulated by the Landlord.

            (b) If the Tenant has exercised the right to the first  extension of
            the Term as aforesaid and is not then in default under the Lease and
            has not been in recurrent  default  under the Lease during the first
            extension  of the Term,  the Tenant  shall have the right on written
            request delivered to the Landlord not less than six (6) months prior
            to the expiry of the first extension Term to extend the Term for the
            Building  Premises for one (1) further period of ten(10) years ( the
            "SECOND EXTENSION TERM") on the same terms and conditions,  save and
            except for any further  option to extend and Base Rent,  which shall
            be negotiated.  The Base Rent payable  during such second  extension
            Term shall be the then current market rent for comparable unfixtured
            space in the vicinity of the  Building and with similar  exposure to
            Highway 400. If the parties are unable to agree on the Base Rent for
            the  second  extension  Term  within  ninety(  90) days prior to the
            expiry date of the first  extension  Term, the Tenant shall have the
            right to submit the issue of the amount of Base Rent payable  during
            such second  extension Term to  arbitration  in accordance  with the
            Arbitrations  Act, 1991 (Ontario).  The Base Rent in any event shall
            be not less than the Base Rent paid by the Tenant in the twelve (12)
            months immediately  preceding the expiry date of the first extension
            Term. The costs of such  arbitration  shall be borne equally by both
            parties.   The  Tenant   shall   execute  an   extension   agreement
            incorporating the terms and conditions of such extension,  which may
            be in  the  form  of the  Landlord's  then  current  Lease  for  the
            Building. If the Tenant fails or neglects to submit the issue of the
            Base Rent payable  during such second  extension Term to arbitration
            within the  aforesaid  ninety (90) days,  the Tenant shall be deemed
            for all  purposes  of this  Lease to have  accepted  the  Base  Rent
            stipulated by the Landlord.

            (c) If the Tenant is not then in default under the Lease and has not
            been in  recurrent  default  under the Lease  during  the Term,  the
            Tenant  shall have the right on  written  request  delivered  to the
            Landlord  not less than six (6)  months  prior to the  expiry of the
            initial Term for the Land Area, to extend the Term for the Land Area
            for one(1) further period of ten (10) years ( THE " FIRST  EXTENSION
            TERM") after the expiry of the initial  Term,  on the same terms and
            conditions as set out in the Lease,  save and except for any further
            option to extend and Base Rent.  The Base Rent  payable  during such
            Ten (10) year  extension  shall be the then current  market rent for
            comparable unfixtured space in the vicinity of the Building and with
            similar  exposure to Highway  400.If the parties are unable to agree
            on the Base  Rent for the  extended  Term  within  ninety ( 90) days
            prior to the expiry date of the then current Term,  the Tenant shall
            have the  right to submit  the issue of the  amount of the Base Rent
            payable   during  such  first   extension  Term  to  arbitration  in
            accordance with the Arbitrations Act, 1991 (Ontario).  The Base Rent
            shall in any event be not less than the Base Rent paid by the Tenant
            in the twelve (12) months  immediately  preceding the expiry date of
            the Term.  The costs of such  arbitration  shall be borne equally by
            both  parties.  The  Tenant  shall  execute an  extension  agreement
            incorporating the terms and conditions of such extension,  which may
            be in  the  form  of the  Landlord's  then  current  Lease  for  the
            Building. If the Tenant fails or neglects to submit the issue of the
            Base Rent payable  during such first  extension  Term to arbitration
            within the  aforesaid  ninety (90) days,  the Tenant shall be deemed
            for all  purposes  of this  Lease to have  accepted  the  Base  Rent
            stipulated by the Landlord.  The Tenant's  option to extend the Term
            for the Land Area  beyond the  initial  Term is  conditional  on the
            Landlord  obtaining  consent  under the Planning  Act,  (Ontario) to
            extend the term of the Lease for the Land Area  beyond  the  initial
            Term  thereof.  If the Landlord  does not obtain such  consent,  the
            Lease  for the  Land  Area  shall  terminate  on the last day of the
            initial  Term for the Land Area.  All costs and expenses for related
            to the obtaining such consent under the Planning Act (Ontario) shall
            be borne by the Tenant,  including , without  limitation,  all legal
            fees and disbursements in connection therewith.

<PAGE>
                                     Page 3


            (d) If the Tenant has exercised the right to the first  extension of
            the Term for the Land Area and the Landlord has obtained the consent
            for such  extension  required  under the  Planning  Act,  Ontario as
            aforesaid  and the Tenant is not then in default under the Lease and
            has not been in recurrent  default  under the Lease during the first
            extension  of the Term,  the Tenant  shall have the right on written
            request delivered to the Landlord not less than six (6) months prior
            to the expiry of the first extension Term to extend the Term for the
            Land  Area for one (1)  further  period of  fifteen(15)  years ( the
            "SECOND EXTENSION TERM") on the same terms and conditions,  save and
            except for any further  option to extend and Base Rent,  which shall
            be negotiated.  The Base Rent payable  during such second  extension
            Term shall be the then current market rent for comparable unfixtured
            space in the vicinity of the  Building and with similar  exposure to
            Highway 400. If the parties are unable to agree on the Base Rent for
            the  second  extension  Term  within  ninety  (90) days prior to the
            expiry date of the first  extension  Term, the Tenant shall have the
            right to submit the issue of the amount of Base Rent payable  during
            such second  extension Term to  arbitration  in accordance  with the
            Arbitrations  Act, 1991 (Ontario).  The Base Rent in any event shall
            be not less than the Base Rent paid by the Tenant in the twelve (12)
            months immediately  preceding the expiry date of the first extension
            Term. The costs of such  arbitration  shall be borne equally by both
            parties.   The  Tenant   shall   execute  an   extension   agreement
            incorporating the terms and conditions of such extension,  which may
            be in  the  form  of the  Landlord's  then  current  Lease  for  the
            Building. If the Tenant fails or neglects to submit the issue of the
            Base Rent payable  during such second  extension Term to arbitration
            within the  aforesaid  ninety (90) days,  the Tenant shall be deemed
            for all  purposes  of this  Lease to have  accepted  the  Base  Rent
            stipulated by the Landlord.

            The option  provided in Section 1.6(c) hereof to extend the Term for
            the Land Area is  conditional  on and can only be  exercised  by the
            Tenant if the Tenant has exercised the option to extend the term for
            Building Premises pursuant to Section 1.6(a). The option provided in
            Section  1.6(d)  hereof  to  extend  the Term  for the Land  Area is
            conditional on and can only be exercised by the Tenant if the Tenant
            has  exercised  the option to extend the term for Building  Premises
            pursuant to Section 1.6(b).


      1.7   - TENANT'S WORK

      The Tenant shall supply and install at its own cost all required leasehold
      improvements and any and all furnishings, equipment, machinery, piping and
      other  facilities  and systems  which the Tenant may require in connection
      with the business  being carried on by the Tenant in the Premises shall be
      supplied  and  installed  by the Tenant at its own cost and  expense.  The
      Tenant accepts the Premises "as is". The Tenant shall have the option (the
      "Option") to be exercised  within  ninety (90) days after the execution of
      this  Lease  to  purchase  from  the  Landlord  all or part of the FEM (as
      hereinafter  defined) on an "as is" basis at a price to be  equivalent  to
      then  current  market  value for such FEM. If the Tenant does not exercise
      the Option within the time limited therefore the Landlord shall remove the
      FEM  from  the  Premises  at the cost of the  Landlord  no later  than one
      hundred and twenty  (120) days after the Option has  expired.  Payment for
      the FEM  shall  be made  by the  Tenant  to the  Landlord  forthwith  upon
      exercising the Option. If the landlord and Tenant are unable to agree upon
      the current market value for the FEM within  fourty-five(45) days prior to
      the expiry  date of the  Option,  then the Tenant  shall have the right to
      submit the issue of the current  market value of the FEM to arbitration in
      accordance with the Arbitrations Act, 1991 (Ontario).  If the Tenant fails
      or neglects to submit the issue of the current  market value of the FEM to
      arbitration within the aforesaid fourty-five 45) days, the Tenant shall be
      deemed for all  purposes  of to have  accepted  the current  market  value
      stipulated by the Landlord.


      1.8 - FIXTURING PERIOD

      The  Tenant  shall be  entitled  to occupy the  Premises  from the date of
      execution hereof to November 1, 2006 (the "Fixturing  Period") without the
      payment of Base Rent, or Operating Costs

<PAGE>
                                     Page 4

2 -   INTERPRETATION

      2.1 - DEFINITIONS

      In this Lease all words and phrases defined in this Section shall have the
meaning attributed to them by their definition:

      (a) "ACCESSORY AREAS" means the area of corridors,  washrooms, air cooling
      rooms, fan rooms, janitors' closets,  telephone and electrical closets and
      other  closets  serving the Premises in common with other  premises on the
      same floor.

      (b) "ADDITIONAL RENT" means all sums,  however  described,  payable by the
      Tenant  under this  Lease,  other than Base Rent,  whether  payable to the
      Landlord or others, and including, without limitation, Taxes and all other
      amounts payable under this Lease;

      (c) "ALL RISK"  insurance  means  insurance  against  all risks of loss or
      damage  covered  under  standard  commercial  broad-form  insurance or its
      equivalent  in effect  from time to time,  including  without  limitation,
      coverage for earthquake and flood, sprinkler damage, off-site removal, law
      and  ordinance  or  by-law  compliance,  construction  or  reconstruction,
      foundation and footings;

      (d) "BASE RENT" means the Base Rent referred to in Section 1.2;

      (e) "BUILDING"  means the building of the Landlord  located at the address
      set out on the front page of this Lease and more particularly and includes
      all  improvements,  extensions and additions from time to time made to the
      Building;

      (f) "BUILDING SERVICE AREAS" means the stairs, flues, stacks, pipe shafts,
      vertical  ducts and  electrical or mechanical  rooms with their  enclosing
      walls;

      (g) "CAPITAL TAX" means an imputed  amount now or in future imposed on the
      Landlord (or any corporation  acting on behalf of the Landlord) on account
      of its ownership of or capital employed in the Building. Capital Tax shall
      be computed as if the Building were the only real property of the Landlord
      and  includes the amount of any capital or place of business tax levied by
      the  provincial  or  federal  government  or any other  applicable  taxing
      authority  against the Landlord with respect to the  Building,  whether or
      not known as "capital tax" or any other name, and includes the capital tax
      now or in future imposed under the  Corporations Tax Act (Ontario) and the
      Large  Corporations  Tax under the Income Tax Act (Canada);  provided that
      the base on which the Capital Tax is imposed under this Lease shall not be
      increased except as a result of capital additions to the Building;

      (h) "COMMENCEMENT DATE" means the first day of November, 2006);

      (i) "COMMON  FACILITIES" means all common areas and utilities from time to
      time  furnished or designated  (and which may at any time and from time to
      time be added,  reduced or otherwise  changed) by the Landlord for the use
      in common,  in such  manner as the  Landlord  may  permit,  with any other
      tenant  of the  Building  and all  others  entitled  to  access  and their
      respective officers, agents, employees, customers, invitees and licensees,
      including,  without limitation,  parking areas,  access roads,  driveways,
      entrances  and  exits,   sidewalks,   ramps,  landscaped  areas,  building
      entrances,  foyer, lobbies,  interior and exterior stairways,  passageways
      and washrooms;

      (j)  "CONSULTANT"  means  an  independent  architect,  engineer  or  other
      professional  person duly  licensed to practice in the Province of Ontario
      and appointed by the Landlord in connection  with any matter which, by the
      terms of this Lease, is to be referred to a consultant,  whose certificate
      or determination shall be final and binding on the parties;

      (k) "FEM" means the chattels, furnishings, equipment and machinery located
      in, on or under the Building Premises on the date of this Lease;

      (l) "GROSS LEASABLE AREA" means 350,000 Square Feet

<PAGE>
                                     Page 5



      (m) "GST" means the Goods and Services Tax imposed under Parts VIII and IX
      of the Excise Tax Act  (Canada),  and any other goods and  service  taxes,
      business transfer taxes, sales taxes, value added or transaction taxes, or
      any other taxes  imposed on the Landlord  with respect to the Rent and any
      other amounts  payable by the Tenant to the Landlord under the Lease which
      may at any time be imposed by a governmental authority on or in respect of
      rental or real property (other than Taxes, on Landlord's business income),
      whether  characterized as a goods and services tax, sales tax, value-added
      tax or otherwise;

      (n) "HVAC  SYSTEM"  means the heating,  ventilating  and  air-conditioning
      system  serving the Premises in whole or in part, or the Building,  as the
      case may be;

      (o)  "INTEREST  RATE"  means that rate of interest  per year,  at the time
      interest  falls due  under  any  provision  of this  Lease,  which is five
      percent  (5%) in excess of the rate  published by the  Landlord's  bank at
      1:00 p.m.  local time on the date in  question  as its prime or  reference
      interest rate then in effect for Canadian  dollar demand loans to its most
      favoured  commercial  customers (which, if used in this Lease, is referred
      to as the "PRIME RATE");

      (p)  "LANDLORD"  means  the  Landlord  and his,  her or its  heirs,  legal
      personal representatives, successors and assigns;


      (Q) "LAND  AREA"  means the  thirteen  (13)  acres of land  located at the
      address  set out on the front  page of this  Lease  and more  particularly
      described in Schedule "B-1",


      (r) "LEASE" means this Lease and all attached Schedules;

      (s)  "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);

      (t)  "MORTGAGEE"  means a mortgagee or hypothecary  creditor  (including a
      trustee for  bondholders)  of the  Property or part of it and a chargee or
      other secured  creditor that holds the Building or part of it as security,
      and  includes a  prospective  Mortgagee,  but does not include a creditor,
      chargee or security  holder of a tenant of the  Building;  and  "MORTGAGE"
      means the security held by or to be granted to a Mortgagee relating to the
      Property or any part thereof,  including a mortgage, charge, assignment of
      rents or leases, debenture and deed of trust or any other form of security
      interest in real  property  granted or to be granted by the  Landlord to a
      Mortgagee;

      (u)  "MUNICIPALITY"  means the city,  metropolitan  authority  or regional
      municipality  in which the Building is situate and which has  jurisdiction
      over the zoning of the Lands on which the Building is situate;

      (v)  "OPERATING  COSTS"  means  the  total,  without  duplication,  of all
      expenses,  fees, rentals, costs and disbursements of every nature and kind
      paid or incurred by or on behalf of the Landlord determined for each Lease
      Year on either a cash or an  accrual  basis in the  complete  maintenance,
      repair,  operation and management of the Property and, without limitation,
      includes:

            (i) the total  annual  net costs and  expenses  of  insuring  lands,
            buildings,  structures,  erections,  improvements  and  furnishings,
            equipment,  machinery and other property on the Property or any part
            of it, from time to time,  owned or operated by the  Landlord or for
            which the Landlord is legally liable,  in such manner and form, with
            such  companies  and  such  coverages  and in  such  amounts  as the
            Landlord or a Mortgagee  from time to time  determines in accordance
            with the  Landlord's  covenant  to insure in the  Lease;  and if the
            Landlord  should  elect to  self-insure,  in  whole or in part,  the
            amount of any  reasonable  contingency  reserves not  exceeding  the
            amount of  premiums  which  would  otherwise  have been  incurred in
            respect of the risks undertaken;

            (ii)  cleaning,  snow  removal,  garbage  and waste  collection  and
            disposal (if supplied by Landlord);

<PAGE>
                                     Page 6


            (iii) lighting,  electricity,  public utilities, public address, and
            any telephone  answering  service  facilities and systems used in or
            serving  the  Property  and the cost of  electricity  for any  signs
            designated by the Landlord as part of the Common Facilities;

            (iv) policing, security, and supervision (if supplied by Landlord);

            (v)  salaries  and  benefits  of  personnel  including   supervisory
            personnel,  to the extent that the  personnel  are employed to carry
            out  the  maintenance  and  operation  of  the  Property,  including
            contributions and premiums towards fringe benefits, unemployment and
            Worker's  Compensation  Insurance,  workers' wage protection program
            contributions,  pension plan  contributions and similar premiums and
            contributions  and the cost of all uniforms of employees  and agents
            or the cost of all independent contractors engaged in performing any
            of the above activities;

            (vi) the cost of the rental of any equipment and signs, and the cost
            of supplies used by the Landlord in the operation,  maintenance  and
            repair of the Property, including without limitation, the Building;

            (vii) the  reasonable  rental value  attributable  to the management
            office,  mechanical and telephone rooms, if any, or other space used
            by  the  Landlord  in  connection  with  the  maintenance,   repair,
            operation or  management of the  Property,  based on current  rental
            rates in the Building from time to time;

            (viii) all repairs (including major repairs) and replacements to and
            maintenance and operation, including servicing and inspection costs,
            of the Property, including, without limitation, the Building and the
            systems,  facilities and equipment  serving the Building  (including
            without  limitation,  transportation  equipment and systems),  other
            than the  portion  of these  costs  properly  chargeable  to capital
            account  under  proper  accounting   practice  in  the  real  estate
            industry;

            (ix) depreciation or amortization of the cost,  including repair and
            replacement,  of all maintenance,  cleaning and operating equipment,
            the  furnishings,  equipment and machinery owned by the Landlord and
            located in the Premises as at the date of this Lease, master utility
            meters and all other  building  elements,  fixtures,  equipment  and
            facilities  serving or comprising  the Property,  including  without
            limitation, the Building, unless they are charged fully in the Lease
            Year in which they are incurred in accordance with proper accounting
            practice  in  the  real  estate  industry;  together  with  interest
            calculated at the Interest Rate on the  undepreciated or unamortized
            part of these costs;

            (x) that portion of the Operating Costs of the HVAC system,  if any,
            allocated to the Common Facilities by the Landlord;

            (xi)  the  cost of  acquiring  and  installing  energy  conservation
            equipment  and systems  for the  Building  or, if proper  accounting
            practice in the real estate  industry  requires the  amortization of
            these costs,  then the portion properly  chargeable during the Lease
            Year;

            (xii) the Taxes, if any, payable by the Landlord with respect to the
            Common  Facilities,  any Taxes imposed  against the Property  (other
            than vacant leasable space) or the Common Facilities,  to the extent
            not already charged to tenants as Additional Rent;

            (xiii)  all  legal,  audit  and  accounting  fees and  disbursements
            incurred in connection  with the operation  and  maintenance  of the
            Common Facilities and other parts of the Property, except such costs
            as may be directly  recoverable under individual leases with tenants
            of the Building;

            (xiv) Capital Tax; and

            (xv) the cost of management fees paid to managing agents or, in lieu
            thereof, if the Landlord manages the Property, an administration fee
            equal to four  percent  (4%) of the Base Rent,  Taxes and  Operating
            Costs (exclusive of this clause 2.1(t)(xv), depreciation and GST);

            Operating Costs shall not include:

            (xvi) ground rental;

            (xvii) debt service costs;

<PAGE>
                                     Page 7


            (xviii) leasing and rental  advertising costs and commission charges
            incurred by Landlord to lease the Building and any costs incurred in
            making unrented premises fit for leasing;

            (xix)  costs   recoverable  by  the  Landlord   under   contractors'
            warranties;

            (xx) costs directly recoverable from individual tenants for services
            rendered  to them  by the  Landlord,  including  costs  incurred  in
            preparing   unoccupied  premises  for  a  tenant,   installation  of
            leasehold  improvements  and  supervision  fees  chargeable  by  the
            Landlord;

            (xxi) net  recoveries  that  reduce  the  expenses  incurred  by the
            Landlord in operating  and  maintaining  the Building and the Common
            Facilities  which are  received by the  Landlord  from  Tenants as a
            result of any act, omission,  default or negligence of Tenants or as
            the result of breaches by Tenants of the provisions in their leases;

            (xxii)  the costs  and  expenses  incurred  in the  maintenance  and
            operation of the Building  and the Common  Facilities  to the extent
            that the  Landlord  receives  proceeds  in respect of such costs and
            expenses from insurance policies taken out by the Landlord; and

            (xxiii) net recoveries from charges, if any, made for the use of the
            parking  facilities of the  Property,  but only to the extent of the
            total costs of maintaining and operating the parking facilities.


      (w) "PARTY" means any party to this Lease and "PARTIES"  means two or more
      parties;

      (x)  "PERSON"  means an  individual,  partnership,  corporation,  trust or
      unincorporated organization, and includes a government or agency or one of
      its political subdivisions;

      (y) "PREMISES"  means the part of the Land Area and the Building leased to
      the Tenant,  which are  illustrated  in Schedules " B" and "B-1"  attached
      hereto and which consists of:

            (i)  "Building  Premises"  means  350,000  square feet of office and
            commercial/industrial  space, including the floor and ceiling slabs,
            interior walls separating such premises from adjacent premises,  the
            inside  surface of the walls,  ceilings and floors of such premises,
            exterior  and interior  doors and the interior  surfaces of windows,
            all mechanical and electrical and water, gas, sewage,  telephone and
            other  communications  facilities  and electric  power  services and
            utilities  for the  exclusive use of the Tenant and found within the
            Premises and all heating, ventilating and air-conditioning equipment
            for the exclusive use of the Premises; and

            (ii) the Land Area comprising thirteen (13) acres ,

      but  reserving to the Landlord  the right to make  reasonable  variations,
      expansions  and additons in the area,  form or siting of the Premises from
      time to time in accordance with the terms of the Lease;

      (z) "PROPERTY" means the lands legally  described in Schedule "A" attached
      hereto and includes,  without  limitation,  the Land,  the  Building,  the
      Common Facilities, all structures,  erections,  buildings,  facilities and
      improvements located, from time to time, on, in or under the lands;

      (aa) "RENT" includes Base Rent and Additional Rent;

      (bb) "STRUCTURAL  REPAIRS" means repairs to the foundation,  wall and roof
      support  columns,  roof  joists and the wood or metal roof deck,  roof and
      roof  moisture  protection  and no other  components  of the  Building and
      "STRUCTURAL DEFECTS" or "STRUCTURAL WEAKNESS" means defects or weakness in
      the same components;

      (cc)  "TAXES"  means all present and future  real  estate  taxes,  general
      taxes, public and local improvement rates, school taxes, imposts, charges,
      levies,  rates,  duties,  assessments  (including special assessments) and
      charges  imposed  against the  Property or any part  thereof or imposed by
      virtue of the use or  occupancy  of the  Premises  or the  Building by the
      Tenant or the Property by the Landlord, by municipal or other governmental
      authorities,  boards  or  commissions  of  any  nature  whatsoever  having
      jurisdiction,  or other taxes based on the area or uses of the Property or
      the  Premises,  including  any tax on Rent  imposed  in lieu of any of the
      above taxes. It is the intention of the parties that all new  assessments,
      taxes,  fees,  levies and charges  will be Taxes for the  purposes of this
      Lease. Taxes do not include GST or inheritance,  income, payroll,  excise,
      privilege,  rent, estate or profit tax,  Landlord's  franchise,  estate or
      income taxes, that is or may be imposed on Landlord, unless such taxes are
      levied on the Rent in lieu of Taxes.  Taxes  shall also  include the costs
      and expenses,  including  consultants fees and disbursements,  incurred by
      the Landlord in attempting to obtain a reduction or prevent an increase in
      Taxes;

<PAGE>
                                     Page 8


      (dd) "TENANT"  means the Tenant and his, her or its heirs,  legal personal
      representatives, successors and permitted assigns;

      (ee) "TENANT'S PROPORTIONATE SHARE"

      (i) in the  case of  Taxes  the  Tenant's  proportionate  share  shall  be
      determined as follows:

            (A) if there shall be any information made available to the Landlord
            by authorities having  jurisdiction from which a separate assessment
            may, in the Landlord's  opinion, be readily determined for Taxes for
            the  Premises,  and if such separate  assessment,  together with all
            other  separate  assessments  of leasable  premises in the Property,
            aggregates to the total assessment of the Property; or

            (B) if such separate  assessment,  together with all other  separate
            assessments of leasable premises in the Property, does not aggregate
            to  the  total  assessment  of  the  Property,  the  Landlord  shall
            determine such  assessment  utilizing 100% of the assessment for the
            Property and deducting  therefrom  the the amount  determined by the
            Landlord as the amount of the assessment applicable to 70,000 square
            feet of the Building  leased as industrial  space. At the Landlord's
            sole  option,  a consultant  retained by the Landlord may  determine
            such assessment  using  principles known to be applied in Ontario or
            on  such  other  reasonable  and  equitable  basis  as the  Landlord
            determines;

      the  Tenant's  proportionate  share  shall  be  equal  to  the  assessment
      determined in  accordance  with clause (A) or (B), as the case may be, and
      the applicable mill or taxation rate; and

      (ii) in the case of any other amount provided for in this Lease, means the
      proportion  of the  amount  which the  total  Gross  Leasable  Area of the
      Building  Premises is of the total  Gross  Leasable  Area of all  leasable
      premises in the Building (including the Building Premises),  as set out in
      a  Consultant's  Certificate;  provided  that if the  other  tenant of the
      Building  utilizes the services or goods  included in the  calculation  of
      Operating Costs in greater or lesser proportion than the Tenant,  then for
      the purpose of calculating the Tenant's  proportionate  share of Operating
      Costs the Landlord, acting reasonably, may apportion such charges incurred
      during that Lease Year among the  different  portions  of the  Building in
      such manner as the Landlord deems most appropriate;

      (ff) "TERM" means the Term demised to the Tenant in Section 5 and,  unless
      otherwise  required  by the  context,  any  renewal  or  extension  of the
      original Term, or any shorter period provided in this Lease.

      2.2 - SEVERABILITY

      If one or  more  clauses  or  paragraphs  in this  Lease  are  illegal  or
unenforceable  in whole or in part, it or they shall be considered  separate and
severable from the Lease and the remaining  provisions of the Lease shall remain
in full  force and  effect  and shall be  binding  on the  parties as though the
clauses or paragraphs or parts in question had never been included.

      2.3 - NUMBER

      Whenever a word importing the singular  number only is used in this Lease,
such word shall include the plural.  Words  importing  either gender or firms or
corporations   shall  include  the  other  gender  and  individuals,   firms  or
corporations, if applicable.

      2.4 - HEADINGS

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

      2.5 - ENTIRE AGREEMENT

      The  Tenant  acknowledges  that there are no  covenants,  representations,
warranties,   agreements  or  conditions,  express  or  implied,  collateral  or
otherwise,  forming  part of or in any way  affecting  or relating to this Lease
save as  expressly  set out or imported by reference in this Lease and that this
Lease,  including all attached  Schedules and riders,  if any,  constitutes  the
entire  agreement  between  the  Landlord  and the  Tenant  with  respect to the
Premises. No amendment,  alteration or addition to this Lease will be binding on
Landlord or Tenant, unless it is in writing and signed by both parties.


<PAGE>
                                     Page 9


      2.6 - SUCCESSORS

      This Lease shall  extend to, be binding on and enure to the benefit of the
parties and their respective heirs, legal personal  representatives,  successors
and permitted  assigns (as limited by the provisions of this Lease) and shall be
interpreted  in  accordance  with the laws of the  Province  of Ontario  and the
parties attorn to the jurisdiction of the courts of Ontario.

      2.7 - NET-NET AND CAREFREE LEASE

      This is a "care free" Lease and it is the mutual  intention of the parties
that the Rent shall be net to Landlord and clear of all taxes (except Landlord's
income taxes and except as otherwise specifically provided in this Lease), costs
and charges  arising from or relating to the Premises and that Tenant shall bear
all costs of and be  responsible  for all matters in relation to the  operation,
maintenance   and  repair  of  the   Premises  on  the  basis  of  the  Tenant's
proportionate share of all costs, charges and the like, referred to as Operating
Costs herein and shall pay all charges, impositions and expenses of every nature
and  kind  relating  to  the  Premises  and  Tenant   covenants   with  Landlord
accordingly.

      2.8 - METRIC CONVERSION

      If any  measurement  in this Lease is  required  to be  converted  between
metric and imperial  measure,  the following  conversion  factors will apply:  1
metre = 3.2808  feet;  1 square  metre =  10.7693  square  feet;  1 foot = .3048
metres; and 1 square foot = .0929 square metres.

      2.9 - LANDLORD'S CONSENT

      Whenever  this  Lease  requires  the  Landlord  to give its prior  written
consent or  authorization  or to exercise  its  discretion  with  respect to any
action proposed by the Tenant,  unless the specific  wording of the Lease or the
context in which the requirement is found requires otherwise.  The Landlord will
not be  required  to give  any  consent  or  authorization  or to  exercise  its
discretion  until the Tenant has first  complied with all  requirements  of this
Lease or reasonably imposed by the Landlord, including the provisions of Section
17.2,  as a  condition  to the  giving of the  consent or  authorization  or the
exercise of its discretion.

      2.10- BUILDING STANDARD

      The Landlord and the Tenant shall  perform  their  respective  obligations
under this Lease  having  regard to the general  standard  prevailing  for first
class  industrial/commercial  buildings in the  Municipality  and subject to the
limitations occasioned by the design of the Building and its basic systems.


3 -   PREMISES

      3.1 - DEMISE OF PREMISES

      In consideration of the Rents,  covenants and agreements contained in this
Lease to be paid, observed and performed by the Tenant, the Landlord has demised
and leased and by this indenture demises and leases to the Tenant the Premises.


4 -   COMMON FACILITIES

      4.1 - USE OF COMMON FACILITIES

      The Tenant,  together and in common with all others  entitled  thereto and
their respective officers, agents, servants, employees, contractors,  customers,
invitees and  licensees,  shall be entitled to the use and benefit of the Common
Facilities.  The Tenant shall not unreasonably block or in any manner hinder the
Landlord or other  persons who may be  authorized by the Landlord to utilize the
Common  Facilities from so doing.  The Landlord may, in its discretion from time
to time,  permit  certain  persons to have the  exclusive use of portions of the
Common Facilities to the exclusion of the Tenant and other persons.


5 -   TERM

      5.1 - TERM OF LEASE

      TO HAVE  AND TO HOLD  the  Premises  for and  during  the  Term set out in
Section 1.1.

<PAGE>
                                    Page 10


      5.2 - PLANNING ACT

      This  Lease is entered  into  subject to the  express  condition  that the
provisions  of the Planning  Act  (Ontario) as amended and in force from time to
time, with respect to subdivision  control,  shall be complied with. If the Term
(including  renewals  provided in this Lease) extends for a period of twenty-one
(21) years or more and a consent is required under the Planning Act (Ontario) to
comply with the subdivision  control provisions and if this consent has not been
obtained  within ninety (90) days from the date of  commencement  of the Term of
this Lease or any extension of the Term provided for in this Lease,  the parties
agree to treat this  demise as a Lease for not more than  twenty-one  (21) years
less one day on the same  terms and  conditions,  save and except as to the Term
(including  renewals) of the demise. The Tenant shall have the right at any time
during the twenty-one (21) year period to apply at its own expense for a consent
to extend the Term  (including  renewals) to the original length provided for in
this Lease.


6 -   RENT

      6.1 - BASE RENT

      The Tenant will pay to the Landlord,  without deduction or set-off, yearly
and every year  during the Term,  as Base Rent,  the sums set out in Section 1.2
(a) and ( b). All Rent is payable in Canadian  dollars in advance,  on the FIRST
(1ST) day of each and every month during the Term (commencing November 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.

      6.2 - MONTHLY INSTALMENTS - ADDITIONAL RENT

      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 shall
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.

      6.3 - DEPOSIT

      The  Landlord  acknowledges  receipt  of the  deposit  (if any) set out in
Section  1.4(a),  to be applied against the instalments of Base Rent, CAM, Taxes
and GST for the  months of the Term set out in  Section  1.4(a)  and for the due
payment  of  Rent  and  the  due  performance  of  the  Tenant's  covenants  and
obligations.

      6.4 - PAYMENT ARRANGEMENTS

      The Tenant agrees either (i) to arrange for a bank pre-authorized  payment
plan or automatic  deposit system for payment of the Rent, or (ii) to deliver to
the Landlord at the commencement of the Term, and one (1) month before the first
day of each Lease Year after the first, a series of post-dated  cheques for each
instalment of Base Rent falling due during that Lease Year. In addition,  if the
Landlord estimates the Additional Rent payable by the Tenant for any Lease Year,
the Tenant will deliver to the Landlord a series of  post-dated  cheques for the
Additional Rent, on receipt of the estimate.

      6.5 - GST

      In addition to the Rent  payable  hereunder,  the tenant  shall pay to the
Landlord concurrently with the payment of Base Rent and Additional Rent the full
amount of all GST  imposed on the  Tenant in respect of the Rent  payable by the
Tenant  under  this  Lease.  Such GST  payable  by the  Tenant,  notwithstanding
anything in this Lease to the contrary,  shall not be considered to be Rent, but
the Landlord shall have all of the same remedies for and rights of recovery with
respect to unpaid GST as it has for  non-payment  of Rent under this Lease or at
law.

      6.6 - 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.

<PAGE>
                                    Page 11


                  (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 five  percent (5%) of the amount of Rent
overdue.

7 -   COVENANTS OF THE TENANT

THE TENANT COVENANTS WITH THE LANDLORD AS FOLLOWS:

      7.1 - PAY RENT

      The Tenant  will pay all Rent in the manner set out in this Lease  without
any deduction,  abatement or set-off whatsoever.  The Tenant waives any right to
set off provided by Section 35 of the Commercial  Tenancies Act, or its amending
or successor legislation.

      7.2 - UTILITIES

      The Tenant shall at its cost and expense install  separate meters or check
meters for the Premises on or before  November 1, 2006.  The Tenant shall pay as
and when due, to the Landlord or the public  authority,  as the case may be, all
charges  for public  utilities  (the  "UTILITIES")  which,  without  limitation,
includes water, gas, heat,  electrical power or energy,  steam or hot water used
on or in respect of the Premises and for fittings, machines, apparatuses, meters
or other  things  leased in respect of  utilities  and for all work or  services
performed by any corporation or commission in connection  with utilities.  In no
event shall Landlord be liable for any loss of business by the Tenant or for any
injury to Tenant, its servants, agents, employees, customers and invitees or for
any  injury or damage to the  Premises  or to any  property  of Tenant or to any
property  of any other  person,  firm or  corporation  on or about the  Premises
caused by an interruption or failure in the supply of utilities to the Premises.
If required by the Landlord or by the utility company,  separate meters or check
meters will be installed in the Premises at the Tenant's expense. In the absence
of meters, the Landlord,  acting reasonably,  has the right from time to time to
apportion  the cost of  utilities  among the  Premises  and other  premises  and
portions of the Building.  Any dispute as to the Landlord's  apportionment shall
be  conclusively  resolved by a certificate  of the Landlord's  Consultant.  The
Tenant shall pay one-half of the cost of obtaining such certificate,  on demand,
as Additional Rent.

      7.3 - MAINTENANCE

      The Tenant  will pay to the  Landlord by monthly  instalments  to be fixed
from time to time by Landlord in its sole  discretion,  as Additional  Rent, the
estimated  Tenant's  proportionate  share of Operating Costs. The Landlord shall
submit to the Tenant a reasonably detailed statement of Operating Costs for each
Lease  Year,  including  Tenant's  proportionate  share.  To the extent that the
Tenant's  proportionate  share of  Operating  Costs is  greater or less than the
amount actually paid by it for that Lease Year, the difference shall be adjusted
and paid in accordance with Section 6.2.

      7.4 - REPAIRS AND MAINTENANCE

            (a) The Tenant  shall  maintain  and repair the  Premises at its own
expense and keep them in a clean and sanitary  condition and in accordance  with
all laws, directions,  rules and regulations of the governmental agencies having
jurisdiction.  The Tenant's  obligation  under this Section includes keeping the
Premises and the machinery,  equipment  (including,  to the extent that they are
part of the  Premises,  the  interior and exterior  walls,  doors,  roof and any
paved,  sodded  and  planted  areas and all  permitted  signs) in good order and
repair and painted or otherwise  presentable  and  maintaining in good operating
condition and replacing, whenever reasonably required, the heating, ventilating,
air  conditioning,  mechanical,  electrical and plumbing  systems,  services and
equipment  installed in and for the  exclusive use of the Premises and replacing
all broken glass with glass of equal quality.  This obligation includes,  but is
not limited to,  repainting and  redecorating  at reasonable  intervals,  making
repairs and  replacements to plate glass,  signs,  mouldings,  doors,  hardware,
partitions,  walls,  fixtures,  lighting and plumbing fixtures,  wiring, piping,
ceilings,  floors and thresholds in the Premises and maintaining,  repairing and
replacing the machinery  and all operating  equipment in the Premises  unless it
forms part of the Common Facilities.

            (b) The Landlord may enter the Premises to view the state of repair.
If the Tenant or its representatives are not present to open the Premises at any
time when, due to emergency,  entry is necessary,  the Landlord or its agent may
forcibly enter the Premises, without rendering the Landlord or its agent liable,
and without affecting the Tenant's obligations under this Lease.

            (c) Where an inspection  reveals  repairs are necessary and required
by the Lease to be done by the  Tenant,  the  Landlord  shall give notice to the
Tenant.  The Tenant will,  within fifteen (15) days from delivery of the notice,
make, or commence  making and diligently  proceed to complete,  the repairs in a
good and workmanlike  manner.  In addition to any other provision of this Lease,
the Landlord may enter the Premises and perform any repairs which the Tenant has
failed to make under this Section.

            (d) The Tenant shall leave the Premises in good repair.

<PAGE>
                                    Page 12


            (e) The  obligations  of the  Tenant to repair  in  accordance  with
Sections 7.4(a), 7.4(c) and 7.4(d) shall be subject to the following exceptions:

            (i)  Structural  Repairs to the  Premises or injury to the  Premises
            caused  by  or  resulting  from  structural  defects  or  structural
            weakness,  but  this  exception  does not  excuse  the  Tenant  from
            liability  for repair of structural  defects or structural  weakness
            caused by or resulting from the act or omission,  whether  negligent
            or  otherwise,  of  the  Tenant,  its  officers,  agents,  servants,
            employees, contractors, licensees or invitees;

            (ii) damage or injury caused by or resulting  from any act,  default
            or  negligence  of the Landlord,  its  officers,  agents,  servants,
            employees or contractors;

            (iii) repairs and  maintenance to be performed by the Landlord under
            Article 9; and

            (iv) repairs to be performed by the Landlord  under Section 13.1, to
            the  extent  of the  insurance  proceeds  available  and  except  as
            provided in Sections 13.2 and 13.3.

            (f) If  the  Tenant  observes  any  apparent  structural  defect  or
material  damage to the Premises by any cause, it shall  immediately  notify the
Landlord.  If any  structural  defect or damage  becomes  known to the Tenant or
reasonably  should  have been  observed  by the Tenant  and the Tenant  fails to
notify the  Landlord,  the Tenant shall be liable for any costs  incurred by the
Landlord  in  repairing  the defect or damage  which can be shown to be directly
attributable  to the  actions of the Tenant and those for whom in law the Tenant
is responsible (including failure to give the required notice) after such defect
or damage became known to the Tenant or reasonably  should have been observed by
the Tenant.

            (g) If the Building,  including any part of the Common Facilities or
the Premises, or any of the plumbing,  electrical mechanical,  or other services
serving the Building,  get out of repair or become damaged or destroyed  through
the  negligence,  carelessness or misuse of the Tenant,  the Tenant's  servants,
agents or employees or anyone permitted by the Tenant to be in the Building, the
expense of the necessary  repairs,  replacements or  alterations,  including the
Landlord's management fee of fifteen percent (15%) of the expense, shall be paid
by the Tenant to the Landlord on demand, as Additional Rent.

      7.5 - COMPLY WITH ALL LAWS

            (a) The  Tenant  shall  comply  promptly  with  and  conform  to the
requirements of all applicable statutes, laws, by-laws, regulations,  ordinances
and orders in force at any time  during the Term and  affecting  the  condition,
equipment,  maintenance,  use or occupation of the Premises and the FEM and with
every  applicable  regulation,  order  and  requirement  of  the  Canadian  Fire
Underwriters' Association,  Insurance Advisory Organization,  or any body having
similar  functions,  or of any liability or fire insurance  company by which the
Landlord  and the Tenant,  or either of them,  may be insured at any time during
the Term.  If the Tenant  defaults  under any  provision  of this  Section,  the
Landlord may perform the Tenant's  obligation  and the Tenant will pay all costs
and expenses  incurred,  on demand,  as  Additional  Rent.  Notwithstanding  the
foregoing, it shall be the Landlord's  responsibility to comply with federal and
provincial  legislative  enactments,  building by-laws and other governmental or
municipal  regulations  which relate to the Building insofar as they may require
changes of a structural nature in the Building;  provided nevertheless that such
changes shall be the  responsibility of the Tenant, to be paid for by the Tenant
as  Additional  Rent on demand,  if they are changes  required to be made in the
Tenant's  improvements  or  partitioning,   whether  or  not  such  changes  are
structural,  or if such  changes are required by reason of the nature of the use
or improvements contemplated or made by the Tenant.

            (b) The Tenant  acknowledges  that any sprinkler system which may be
in the  Premises  is for  ordinary  hazard  use  only,  in  accordance  with the
requirements of the Insurance Advisory Organization  standard, or any applicable
successor. If the Landlord, acting reasonably, determines at any time during the
Lease that the sprinkler  system is not satisfactory for the use of the Premises
by the Tenant,  or the use  contemplated by this Lease,  the Tenant shall pay to
the  Landlord  on demand in  advance,  as  Additional  Rent,  the entire cost of
upgrading the sprinkler  system to the standards  required for the Tenant's use.
The Tenant will allow the  Landlord's  employees  and  contractors  to enter the
Premises to effect the  required  alterations  to the  sprinkler  system and the
Landlord shall not be responsible to the Tenant for any  disturbance or business
interruption  which may be  caused,  provided  that the  Landlord  shall use its
reasonable best efforts to minimize such disturbance or interruption. The Tenant
shall be solely responsible for any increase in insurance premiums caused in and
about the Building and the Common  Facilities  until the  alterations  have been
completed. In the alternative, the Landlord may, in its sole discretion, require
the upgrading of the  sprinkler  system to be performed by the Tenant and Tenant
agrees to  undertake  and  complete  its work  within  two (2) months of written
notice from the Landlord. The Tenant will take instructions from the Landlord as
to the nature of the  upgrading  and will  employ only such  contractors  as the
Landlord directs or consents to in writing. The Tenant agrees that the sprinkler
system will be  upgraded to the  standard  required  by the  Insurance  Advisory
Organization, or its successor.

<PAGE>
                                    Page 13


      7.6 - USE AND OPERATION

            (a) The Tenant will use the  Premises  only for  purposes  permitted
under this Lease.  The Tenant shall satisfy  itself that its use of the Premises
is in compliance  with all  applicable  zoning and use by-laws and  restrictions
affecting the Premises. The Tenant will not use or permit the use of all or part
of the Premises for any other purpose or business and,  more  particularly,  but
without  limitation,  will  not  use or  permit  the  use of all or  part of the
Premises  for the  business of a bank,  treasury  branch,  credit  union,  trust
acceptance or loan company or any other organization  engaged in the business of
accepting  money  on  deposit,   or  any  similar  banking  business  (excluding
insurance,  stock brokers or investment dealers),  nor use nor permit the use of
any part of the  Premises  for the purpose of  installation  or operation of any
electronic  or  mechanical  equipment,  devices or machines by which any banking
transaction,  operation or function  may be available to the public,  nor use or
permit  the use of any  part of the  Premises  for  the  manufacture  or sale of
alcohol  or any  beverage  containing  alcohol,  for human  consumption  or as a
restaurant,  cafeteria, lunch counter, food dispensary,  snack bar or other food
services operation, except as a kitchen or lunchroom for the use of the Tenant's
employees, and which operates without charge to its users.

            (b) The Tenant  shall  occupy the Premises and commence its business
operations in the Premises from and after the Commencement  Date and conduct its
business in the whole of the Premises in a reputable and first-class  manner. In
the conduct of the Tenant's business, the Tenant shall:

            (i)  install and keep in good order and  condition,  free from liens
            and  encumbrances  of  third  parties,  fixtures  and  equipment  of
            first-class quality;

            (ii)  abide  by all  rules  and  regulations  and  general  policies
            formulated  by the  Landlord  from  time  to  time  relating  to the
            delivery of goods and merchandise  between the general  shipping and
            receiving  areas and the Premises,  including  rules and regulations
            regulating the times when,  the manner in which,  and the use of the
            entrances and exits,  the delivery of goods or  merchandise in or to
            the Building;

            (iii) not obstruct the Common  Facilities,  including the sidewalks,
            entrances, stairway or corridors of the Building, or use any of them
            for any purpose  other than ingress and egress from the Premises and
            not do,  nor  suffer or permit  anything  to be done  which,  in the
            Landlord's  opinion,  in any way  obstructs  the  free  movement  of
            persons doing business in the Building, and not place or allow to be
            placed in the  hallways,  corridors or stairways of the Building any
            waste paper, dust, garbage, refuse or anything whatsoever that would
            tend to make them appear unclean or untidy; and

            (iv)  not  refer  to  the  Building  by any  name  other  than  that
            designated from time to time by the Landlord,  nor use such name for
            any purpose  other than that of the business  address of the Tenant,
            provided  that  the  Tenant  may use  the  municipal  number  of the
            Building  assigned to it by the Landlord  instead of the name of the
            Building. The Tenant does not have nor will it acquire any rights in
            the name of the  Building  and, at the option of the  Landlord,  the
            Tenant will  abandon or assign to the Landlord any such rights which
            the  Tenant may  acquire  by  operation  of law,  and will  promptly
            execute  such  documents as in opinion of the Landlord are or may be
            necessary to give effect to this subparagraph.

            Any  business,  conduct  or  practice  promulgated,  carried  on  or
maintained by the Tenant,  whether through  advertising or selling procedures or
otherwise,  which in the opinion of the Landlord, acting reasonably, may harm or
tend to harm the business or reputation of the Landlord or reflect  unfavourably
on the Building,  the Landlord or the other tenant in the Building, or which may
tend to confuse,  mislead,  deceive or be  fraudulent  to the  public,  shall be
immediately discontinued by the Tenant at the written request of the Landlord.

      7.7 - LANDLORD'S RECOVERY

      If the  Landlord  performs any repairs or  maintenance,  or does any other
work,  or pays any sum of money  due or  payable  by the  Tenant,  either at the
request of the Tenant,  or by reason of any default by the Tenant in performance
of its  covenants,  the  Tenant  shall  repay  to the  Landlord  on  demand,  as
Additional  Rent, the cost of performing  such repairs,  maintenance and work or
the amount paid by the Landlord on Tenant's behalf, together with the Landlord's
management fee of fifteen percent (15%) of such amount.

<PAGE>
                                    Page 14


      7.8 - WASTE

      The Tenant  shall not do or suffer any waste or damage,  disfiguration  or
injury to the Premises or the fixtures and equipment in or serving the Premises.
Subject to Section  7.11 of this  Lease,  the Tenant may at its sole  option and
cost and expense,  demolish and replace the part of the Building  illustrated on
Schedule  "D-1"  annexed  hereto.  The  Tenant  will not  bring on the  Premises
anything that might damage them or overload the floors,  except with the express
written consent of the Landlord and at its own expense make whatever changes are
necessary  to  comply  with  the  reasonable  and  lawful  requirements  of  the
Landlord's   insurance   underwriters   and  governmental   authorities   having
jurisdiction.  No part of the Premises shall be used for any dangerous,  noxious
or  offensive  trade or  business.  The Tenant  shall not do  anything or permit
anything to be brought on the Premises which the Landlord may reasonably deem to
be a nuisance.  The Tenant shall take every reasonable precaution to protect the
Premises and the Building from danger of fire, water damage or the elements. The
Tenant shall not allow any ashes, refuse, garbage or other loose,  objectionable
material to accumulate  in, on or about the Premises or the Building and will at
all times keep them in a clean and wholesome condition.

      7.9 - COMPLIANCE WITH ENVIRONMENTAL LEGISLATION

      The Tenant covenants with the Landlord that, from and after the occupation
of the Premises by the Tenant, the Tenant, and anyone for whom it is responsible
in law,  shall not use or permit or suffer the use of the  Premises to generate,
manufacture,  refine,  treat,  transport,  store, handle,  dispose of, transfer,
produce or process any substance  deemed or defined as contaminants or hazardous
materials (the "HAZARDOUS  SUBSTANCES")  under the Environmental  Protection Act
(Ontario)  and its  regulations,  or  under  any  other  applicable  federal  or
provincial  statute,  regulation or municipal by-law dealing with environmental,
land use, occupational,  health or safety matters, or guidelines published under
any of them (the "ENVIRONMENTAL LEGISLATION"),  except in strict compliance with
all Environmental Legislation,  and only if the use of such Hazardous Substances
is necessary  for the conduct of the Tenant's  business for the use permitted in
Section  1.5.  If the  nature  of the  Tenant's  business  requires  the  use of
Hazardous  Substances  during the Term, the Tenant and its  principals  shall be
liable  for  and  shall  carry  out  all  clean-up   work,   remedial   actions,
decommissioning  work or  capital  expenditures  required  by the  Environmental
Legislation to properly remove or dispose of Hazardous  Substances  which are in
excess of the levels permitted in the  circumstances to be on or in the Premises
and the  Building.  The Tenant  agrees to indemnify the Landlord of and from all
claims,  orders or directions  arising under the Environmental  Legislation that
result from any matter or occurrence  caused or  contributed to by the Tenant or
anyone  for whom it is  responsible  in law.  Upon the  expiry of the Term,  the
Tenant and its  principals  shall be liable for and shall carry out all clean-up
work, remedial actions, decommissioning work or capital expenditures required by
the  Landlord to properly  remove or dispose of Hazardous  Substances  on, in or
under the Premises or flowing or leeching from the Premises.

      7.10 - ELECTRICAL AND OTHER SERVICE FACILITIES

            (a) The  Tenant  shall not  install or use any  electrical  or other
equipment  or  electrical   arrangement   which  may  overload  the  electrical,
mechanical,  plumbing or other  service  facilities  without  the prior  written
consent  of the  Landlord.  The  Tenant  will pay for any costs or  expenses  in
respect of the Premises resulting from use of equipment  necessitating dedicated
circuitry or specialized power  requirement.  The Tenant at its own expense will
make any changes to the  electrical  and other service  facilities  necessary to
comply with the reasonable and lawful  requirements of the Landlord's  insurance
underwriters and governmental authorities having jurisdiction.  The Tenant shall
make no  changes  to the  electrical,  mechanical,  plumbing  and other  service
facilities  without  the  Landlord's  prior  written  approval  of the plans and
specifications for the changes, which will not be unreasonably withheld.

            (b) The Landlord has the right to determine  which  utility  company
will provide electricity service to the Building (the "PROVIDER").  In addition,
if permitted by law, the Landlord  will have the right at any time and from time
to time during the Term to retain or change the Provider. For the purpose of any
change of  Provider,  the Tenant  shall allow the  Landlord or a new Provider to
have access to the Building's electric lines,  feeders,  risers,  wiring and any
other machinery within the Premises.

      7.11 - ALTERATIONS

            (a) The Tenant will not make, install or erect in or to the Premises
any installations,  erections, structures,  alterations, additions or partitions
without first  submitting  the drawings and  specifications  to the Landlord and
obtaining the Landlord's  prior written consent in each instance,  which consent
shall not be  unreasonably  withheld.  Furthermore,  the Tenant  must obtain the
Landlord's  prior  written  consent to any change or changes in such drawings or
specifications,  and shall pay, as Additional  Rent, on demand,  the cost to the
Landlord of having its Consultants approve such changes prior to proceeding with
any work based on such drawings or specifications  The Tenant shall not demolish
all or any part of the  Building  without  first  submitting  the  drawings  and
specifications  to the Landlord  and  obtaining  the  Landlord's  prior  written
consent in each  instance,  which  consent shall not be  unreasonably  withheld.
Furthermore,  the Tenant must obtain the Landlord's prior written consent to any
change  or  changes  in such  drawings  or  specifications,  and shall  pay,  as
Additional  Rent, on demand,  the cost to the Landlord of having its Consultants
approve such changes prior to proceeding with any work based on such drawings or
specifications.  Such work may be performed by contractors engaged by the Tenant
but in each case under written contract, approved in writing by the Landlord and
subject to all  reasonable  conditions  which the Landlord may impose.  Any work
performed by or for the Tenant shall be  performed  by competent  workmen  whose
labour union affiliations are not incompatible with those of any workmen who may
be employed by the Landlord,  its contractors or sub-contractors  and the Tenant
provides  the  Landlord  with  satisfactory  evidence  that all  contractors  or
sub-contractors   providing   services   with  respect  to  the   demolition  or
construction   have   appropriate   labour  and  material   bonding.   All  such
installations,  alterations, additions, changes and work performed by or for the
Tenant shall  conform to all building  by-laws and shall conform to all federal,
provincial and municipal rules and regulations,  if any, then in force affecting
the Premises  and the  Building.  Such  installations,  alterations,  additions,
changes and work performed by or for the Tenant shall be completed in a good and
workmanlike manner.

            (b)  Unless  otherwise  agreed  to by  the  Landlord,  If any of the
following  work is  required  by the  Tenant,  it  shall be  carried  out by the
Landlord  under  written  contract  with the  Tenant  and at the  Tenant's  sole
expense:

<PAGE>
                                    Page 15


            (i) all approved  work  relating to heating,  cooling,  ventilation,
            exhaust, control, electrical distribution and life safety systems,

            (ii) patching of building standard fireproofing,

            (iii) any drilling,  cutting,  coring and patching for conduit, pipe
            sleeves,  chases, duct equipment,  or openings in the floors, walls,
            columns or roofs of the Building which are approved by the Landlord;
            and

            (iv) installation of approved modifications to the sprinkler system.

            On completion of such work, by the Landlord or its contractors,  the
Tenant shall pay to the Landlord as Additional Rent, on demand, the costs of the
Landlord  relating to such work (including the fees of any Consultant)  plus the
Landlord's  management  fee of fifteen  (15%) of the cost of the  portion of the
work performed by the Landlord or its contractors.

            (c) The  Tenant  shall  submit to the  Landlord's  supervision  over
construction  and promptly pay to the Landlord's or to the Tenant's  contractors
as the case may be,  when due,  the cost of all such work and of all  materials,
labour and services  involved in the work and of all  decoration and all changes
in the Building,  its equipment or services,  necessitated by the Tenant's work.
If the Tenant  performs  any work without the consent of the Landlord or without
complying  with the  provisions  of this  Section,  such work shall be  promptly
removed by the Tenant and the Premises restored to their previous condition, all
at the expense of the Tenant.  Any erection,  addition or improvement  placed on
the  Premises  shall be subject  to all the  provisions  of this  Lease and,  if
removed as provided in this Lease,  the Tenant shall repair all damage caused by
the installation and removal.

            (d) The  Landlord  shall  have the  right to  charge  and be paid as
Additional  Rent a  reasonable  management  fee for and in  connection  with the
supervision  by  the  Landlord  of  the  making  of  any  repairs,  alterations,
installations and construction relating to the Premises by the Tenant.

            7.12 - RIGHT TO SHOW PREMISES

            The Landlord or its agents and employees shall have the right at any
time during  business  hours of the Tenant to enter the Premises to show them to
prospective  purchasers,  Mortgagees  or tenants,  provided that the exercise of
such rights shall not unreasonably interfere with the Tenant's business.

            The  Landlord  shall have the right within three (3) months prior to
the end of the Term or any  renewal  to  place  on the  Premises  a  notice,  of
reasonable  dimensions  and  reasonably  placed so as not to interfere  with the
Tenant's business,  stating that the Premises are available for rent. The Tenant
will not remove or permit this notice to be removed. The Landlord and its agents
and employees  shall also be permitted to enter the Premises  within this period
to show the Premises to prospective Tenants.

            7.13 - LIABILITY TO INVITEES, LICENSEES

            Except as expressly provided in this Section, the Landlord shall not
in any event  whatsoever  be liable or  responsible  in any way for any personal
injury or death that may be suffered or  sustained by the Tenant or any employee
of the  Tenant or any other  person  who may be on the  Premises  or any  Common
Facilities or for any loss or damage or injury to any property  belonging to the
Tenant or to its  employees or to any other person while such property is on the
Premises.  In particular (but without  limiting the generality of the foregoing)
the Landlord  shall not be liable for any damage to any such property  caused by
steam,  water,  rain or snow which may leak into, issue or flow from any part of
the  Building  or any  adjoining  premises  or areas or from any  water,  steam,
sprinkler or drainage pipes or plumbing works or from any other place or quarter
or for any damage caused by or  attributable  to the condition or arrangement of
any  electrical  or other  wiring or for any damage  caused by anything  done or
omitted  to be done by any other  tenant.  Notwithstanding  the  foregoing,  the
Landlord shall not be released from liability or responsibility for loss, damage
or injury  resulting  from the negligent act or omission or tortious  conduct of
the Landlord or any person for whom the Landlord is responsible in law, but such
liability or responsibility  for any negligent act, omission or tortious conduct
shall only apply to the extent that the loss, damage or injury is covered by the
proceeds of a policy of insurance in favour of the Landlord  and, as a condition
to receipt of such  proceeds,  the Tenant and anyone  claiming by or through the
Tenant shall release the Landlord from any claim for any amount in excess of the
amount  recoverable  under such policy;  and provided  further that the Landlord
shall  not be liable in any  event  for any  damage  or  injury  covered  by any
insurance  policy  taken out by the  Tenant,  or which the Tenant is required to
have taken out by any provision of this Lease.


<PAGE>
                                     Page 16


      7.14 - TENANT'S INDEMNITY OF LANDLORD

      Except as expressly  provided in this Section,  the Tenant shall indemnify
the Landlord and save it harmless  from and against any and all loss  (including
loss of all Rent  payable by the  Tenant  under this  Lease),  claims,  actions,
damages, liability and expense in connection with loss of life, personal injury,
damage to property or any other loss or injury whatsoever arising from or out of
this Lease, or any occurrence in, on or at the Premises, or the occupancy or use
by the Tenant of all or any part of the  Premises,  or  occasioned  wholly or in
part by any act or  omission of the Tenant or by anyone  permitted  to be on the
Premises by the Tenant.  Notwithstanding the foregoing,  the Tenant shall not be
liable to indemnify the Landlord and save it harmless for loss, damage or injury
resulting from the negligent act or omission or tortious conduct of the Landlord
or any person for whom the Landlord is responsible  in law and provided  further
that the  Tenant  shall not be  liable  in any  event  for any  damage or injury
covered by any insurance policy taken out by the Landlord, or which the Landlord
is required to have taken out by any  provision  of this Lease.  If the Landlord
is, without fault on its part,  made a party to any  litigation  commenced by or
against  the  Tenant,  then the Tenant  shall  protect,  indemnify  and hold the
Landlord  harmless and shall pay all costs,  expenses and reasonable  legal fees
incurred or paid by the Landlord in connection with such litigation.  The Tenant
shall also pay all costs,  expenses and legal fees (on a  substantial  indemnity
basis)  that may be incurred or paid by the  Landlord  in  enforcing  the terms,
covenants and conditions in this Lease,  unless a court shall decide  otherwise.
Notwithstanding  any other provision of this Lease, this  indemnification  shall
survive any termination of the Lease,  with respect to any matter referred to in
this Section which occurs during the Term.

      7.15 - HEAT

      If the  Premises are served by a separate  HVAC system or heating  system,
the Tenant will heat the Premises at its own expense to a reasonable temperature
to prevent all pipes,  plumbing  fixtures and equipment  contained in or serving
the Premises from bursting or damage.

      7.16 - REPLACEMENT OF BULBS

      The  tenant  is  responsible  for  replacing,   repairing,  installing  or
otherwise  dealing  with its  electric  light bulbs,  ballasts  etc,  within the
Premises at their sole cost and expense.

      7.17 - MAINTENANCE OF SERVICES

      The Tenant  shall at its cost and  expense,  install,  maintain and repair
pipes,  wires,  ducts and other  installations  in,  under or through the walls,
ceilings and floors of the Premises for or in connection  with the supply of any
services or utilities to the Premises and the Tenant shall have theobligation to
do such  work in or to the  Premises  as the  Landlord  may  deem  necessary  to
preserve or protect the Premises or the Building. The Landlord shall be entitled
to enter or authorize any other person to enter the Premises to inspect any such
installations, maintenance and repairs.

      7.18 - SIGNS

      The Tenant shall not erect any signs on the exterior  wall of the Building
or which may be visible  from the  exterior  of the  Building  without the prior
written consent of the Landlord, which consent may not be unreasonably withheld.
The Tenant  acknowledges  that the Landlord  wishes to control the appearance of
the  exterior of the Building for the benefit of the Landlord and all tenants of
the Building.  If the Landlord,  acting reasonably,  notifies the Tenant that it
objects to a sign, picture,  advertisement,  notice,  lettering or decoration on
the  exterior of the  Premises,  or in the interior of the Premises but which is
visible from the exterior,  the Tenant will remove the  offending  matter within
seven (7) days after the  giving of the  notice and repair any damage  caused by
the removal.  If the offending  matter is not removed within the seven (7) days,
then the  Landlord  or its  agents may remove it and,  if  necessary,  enter the
Premises to do so. The  Landlord's  costs and  expenses for such removal and the
repairing of any resulting  damages,  together with an administrative  charge of
fifteen percent (15%) of such costs and expenses,  shall be payable,  on demand,
by the Tenant to the Landlord, as Additional Rent.

      7.19 - SMOKE-FREE BUILDING

      The Premises shall be a non-smoking  area and the Tenant and its servants,
agents,  officers,  employees  and  invitees  shall  refrain from smoking in the
Building.

      7.19 - ENERGY CONSERVATION-CONVERSION OF MEASUREMENT UNITS

      The Tenant  shall either  comply with  whatever  measures any  legislative
authority  may from time to time  introduce  to  conserve  or to  reduce  energy
(including,  for example, a lighting pulse system) or to reduce or control other
Operating  Costs or, if compliance is not deemed  mandatory by such  legislative
authority,  pay as  Additional  Rent the cost,  to be  estimated by the Landlord
acting  reasonably,  of  the  additional  energy  consumed  by  reason  of  such
non-compliance.


8 -   TAXES

      8.1 - TENANT'S TAXES

      The  Tenant  will pay all  business  taxes  and all  Taxes  laid,  levied,
assessed  or imposed on the  Premises  or in respect of any  personal  property,
fixtures,  business  or  other  activity  carried  out  by the  Tenant  on or in
connection  with  the  Premises  during  the  Term.  If  Taxes  are not  imposed
separately against the Premises,  the Tenant will pay the Tenant's proportionate
share of the Taxes imposed against the Building.


<PAGE>
                                    Page 17


      8.2 - BUILDING TAXES

            (a)  Subject to Section  8.3,  the  Tenant  will pay and  discharge,
without   duplication,   the   Tenant's   proportionate   share  of  all  Taxes,
extraordinary  as well as  ordinary,  laid,  levied,  assessed or imposed on the
Common Facilities and other non-leasable areas of the Building during the Term.

            (b) Taxes shall in every  instance be calculated on the basis of the
Premises being fully assessed and taxed at prevailing commercial/office building
rates for  occupied  space for the period for which Taxes are being  calculated,
but nothing in this clause shall be  interpreted  as permitting  the Landlord to
recover  more than one  hundred  percent  (100%) of Taxes  assessed  or  charged
against the Premises.

            (c) If the Premises are at any time during the Term assessed for the
support of  separate  schools  for any reason  other than the act,  election  or
religion of the  Landlord,  the amount of any increase in the Taxes  payable for
the Building shall be paid by Tenant, on demand, as Additional Rent.

            (d) The Tenant will pay all Taxes when they become due and  payable,
before  any  interest,  penalty,  fine  or  cost  may be  imposed  for  late  or
non-payment, to the department,  officer or bureau charged with their collection
or,  if the  Landlord  requires,  the  Tenant  shall  remit its  payment  to the
Landlord.

            (e) In the case of assessments for local improvements or betterments
which are assessed or imposed during the Term and which may by law be payable in
instalments,  the Tenant is only obliged to pay the  instalments  which fall due
during the Term, together with interest on deferred payments,  on condition that
the Tenant shall take the steps  prescribed by law to convert the payment of the
assessment into instalment payments.  Payments of instalments and interest shall
be made  before  any fine,  penalty,  interest  or cost may be added for late or
non-payment.

            (f) In any suit or proceeding of any kind or nature arising from the
failure of Tenant to perform any covenant in this Article,  the  certificate  or
receipt of the  department,  officer or bureau charged with collection of Taxes,
showing that the Tax,  assessment or other charge affecting the Premises (and/or
the Building) is due and payable or has been paid shall be prima facie  evidence
that such Tax,  assessment  or other  charge  was due and  payable  as a lien or
charge  against the Premises  (and/or the  Building),  or that it has been paid,
respectively.

            (g) So long as the Landlord  regularly reviews (and where reasonably
required,  in the opinion of the  Landlord's  Consultant,  appeals) Taxes or any
related  assessments,  the  Tenant  will not  contest  any Taxes or  appeal  any
assessments related thereto.

            (h) The Tenant will, if applicable,  promptly exhibit to Landlord on
request all paid bills for Taxes, which bills after inspection by Landlord shall
be returned to Tenant.


      8.3 - PERIODIC PAYMENTS

      One-twelfth  (1/12) of the  amount of Taxes  payable  by the Tenant to the
Landlord shall be paid monthly during each of the months of January to December,
both inclusive,  in each Lease Year, at the times at which Rent is payable.  The
Landlord,  in its  reasonable  discretion,  may  estimate  the  quantum of Taxes
payable by the Tenant.  The  Landlord  and the Tenant  will adjust all  payments
under this  Section when the final tax bill is received 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.

      8.4 - OTHER TAXES

      The Tenant shall pay to the  Landlord  GST on the Rent.  The amount of GST
shall  be  calculated  by  the  Landlord  in  accordance   with  the  applicable
legislation and shall be paid at the same time as the amounts to which GST apply
are payable to the Landlord under this Lease. The Tenant shall not be liable for
GST paid or  payable  by the  Landlord  on the  purchase  of goods and  services
included  in  Operating  Costs  which may be  available  to and  claimed  by the
Landlord as a credit in  determining  the Landlord's net tax liability or refund
on  account  of the GST,  but only to the extent  that such GST is  included  in
Operating  Costs.  The GST shall be deemed not to be  Additional  Rent,  but the
Landlord shall have all of the same rights and remedies on non-payment of GST as
it has for Rent in arrears  under the Lease.  If the Tenant is  entitled  at any
time during the Term to GST exempt  status or to a reduced rate of GST, it shall
reimburse the Landlord for the amount of the shortfall, by reason of such status
or reduced rate,  between the input tax credits  permitted to the Landlord under
the GST  legislation  in respect of its  ownership and operation of the Building
and the amount of GST collected by the Landlord  from the Tenant,  to the extent
only that the Landlord is not able to recover the amount of such  shortfall from
Canada  Customs and Revenue Agency by virtue of such  legislation.  The Landlord
and the Tenant  each  covenant  to register  under the GST  legislation  for the
purposes  of this  Section and to maintain  such  registration  in effect at all
times.
<PAGE>
                                    Page 18


9 -   COVENANTS OF THE LANDLORD

THE LANDLORD COVENANTS AND AGREES WITH THE TENANT AS FOLLOWS:

      9.1 - QUIET ENJOYMENT

      Provided  the Tenant pays all Rent  reserved and performs all the Tenant's
covenants  contained in this Lease, the Tenant shall have quiet enjoyment of the
Premises  free from any  hindrance  by the  Landlord  or anyone  claiming  by or
through the Landlord.

      9.2 - FIXTURES

      The Tenant, is required to remove its fixtures at the end of the Term. The
Tenant will not remove from the Premises  during the Term any fixtures which are
the property of the Tenant, even though there is no Rent in arrears, without the
written consent of the Landlord, which consent may be unreasonably withheld. All
installations,  alterations,  additions,  partitions,  and fixtures  (other than
trade fixtures) in or on the Premises,  or anything in the nature of a leasehold
improvement (the "TENANT'S  INSTALLATIONS"),  whether placed there by the Tenant
or the Landlord,  shall be the Landlord's  property on termination of this Lease
without compensation to the Tenant and shall not be removed from the Premises at
any time either during or after the Term.  For greater  certainty,  the Tenant's
trade   fixtures   shall  not   include   any  (i)   heating,   ventilating   or
air-conditioning  systems,  facilities and equipment serving the Premises;  (ii)
floor coverings; (iii) light fixtures; (iv) suspended ceiling and ceiling tiles;
(v) any machinery,  equipment, facilities or systems serving the Premises or any
part thereof;  and (vi) all  partitions  within the Premises,  all of which,  if
erected or  installed  by the Tenant,  are deemed to be Tenant's  installations.
Notwithstanding  anything  in  this  Lease,  the  Landlord  shall  be  under  no
obligation  to repair or maintain  the Tenant's  installations  and the Landlord
shall by notice in writing to the Tenant  have the right on the  termination  of
this Lease by effluxion of time or otherwise to require the Tenant to remove all
or  such  part  of  any  construction,   erections,  structures,  installations,
machinery  and equipment  erected,  placed or installed on, in or under the Land
Area by the Tenant and  require  the Tenant to repair the Land Area to its state
prior to any such construction, erection, or installation.

      9.3 - MAINTENANCE OF COMMON FACILITIES

      The Landlord will  maintain and keep the Common  Facilities in good repair
in accordance with following provisions:

      (a)   If the Building or any part of it requires  repair,  replacement  or
            alteration,  (i)  because  of the  Tenant's  use,  installations  or
            machinery or equipment,  negligence or  misconduct,  (ii) due to the
            requirements  of governmental  authorities  relating to the Tenant's
            conduct of business,  or (iii) as a result of the Tenant stopping up
            or damaging the heating  apparatus,  water pipes,  drainage pipes or
            other equipment or facilities or parts of the Building,  the cost of
            the  repairs,   replacements   or  alterations   together  with  the
            Landlord's administrative charge of twenty percent (20%) of the cost
            will be paid by the Tenant to the Landlord on demand,  as Additional
            Rent.

      (b)   The Landlord will keep and maintain,  the  landscaped  grounds,  the
            parking facilities, the walkways, internal access roads forming part
            of the Common Facilities in good repair and clean condition.

      (c)   The Landlord will remove ice and snow from the sidewalks, driveways,
            private  walks,  access  roads and parking lot  whenever  reasonably
            required.



      9.4 - LANDLORD'S TAXES

      Subject to the  obligations  of the Tenant in Article 8, the Landlord will
pay all Taxes levied against the Building.

      9.5 - ACCESS

      The Tenant agrees  forthwith on termination of the Term and delivery up of
possession  of the  Premises to return to the  Landlord  all keys or other entry
devices to the exterior  doors of the Building which the Landlord may provide to
the Tenant for the purpose of restricting  access to the Building at times other
than normal business hours. All heavy furniture, building materials or equipment
will be moved in and out of the Building  outside of normal  business  hours, on
not less than  three (3)  business  days'  notice to  Landlord  and  subject  to
Landlord's  prior consent.  Tenant will pay any costs occasioned to the Building
by such movements.

<PAGE>
                                    Page 19


10 -  ASSIGNING AND SUB-LETTING

      10.1 - COVENANT AGAINST ASSIGNMENT

      The Tenant  will not assign,  set over,  transfer,  sub-let or  sub-lease,
hypothecate,  encumber or in any way deal with or part with (a  "TRANSFER")  the
whole or any part of the Premises to anyone (a "TRANSFEREE"),  for or during the
whole or any part of the Term,  without  written  consent to the Transfer  first
being  obtained  from the Landlord,  but such consent shall not be  unreasonably
withheld or delayed.


      10.2 - RESTRICTIONS ON ADVERTISING TRANSFER

      The Tenant shall not print, publish, post, display or broadcast any notice
or  advertisement  or otherwise  advertise the whole or any part of the Premises
for the  purpose  of a  Transfer,  and it shall not  permit  any broker or other
person to do any of the  foregoing,  unless the complete  text and format of any
such  notice or  advertisement  is first  approved  in writing by the  Landlord.
Without in any way  restricting or limiting the  Landlord's  right to refuse any
text or format on other grounds, any text or format proposed by the Tenant shall
not contain any reference to the Base Rent applicable to the Premises.


      10.3 - FACTORS TO BE CONSIDERED

      In considering whether to give its consent to a Transfer, the Landlord may
have regard to the financial status, credit rating, reputation and past business
record of the proposed Transferee and its key employees, proposed use consistent
with a  first-class  Building and its effect on the  Landlord's  ability to rent
other space in the  Building at rental  rates  consistent  with the  first-class
nature of the  Building,  refusal of a Mortgagee  to give any  consent  required
under its security on the Building and any other factors which the Landlord,  in
its sole discretion,  considers  relevant.  The Tenant will provide the Landlord
with all  information  requested by the Landlord in order to enable the Landlord
to consider the request for consent.

      10.4 - TERMS OF CONSENT

It is made a condition to the giving of any consent that:

            (a) the proposed Transferee shall agree with the Landlord in writing
            (to the extent  applicable,  in the case of a sub-lessee)  to assume
            and perform all of the terms,  covenants,  conditions and agreements
            by this Lease  imposed on the Tenant in a form to be provided by the
            solicitor for the Landlord;

            (b) if the  Landlord  consents to an  assignment,  the Tenant  shall
            nonetheless remain responsible to the Landlord for the fulfilment of
            all obligations created by this Lease; and

            (c) the Tenant shall pay to the Landlord a non-refundable  amount of
            five hundred  dollars  ($500) in advance plus any legal fees charged
            by the Landlord's  solicitors in connection with the application for
            consent.  It is understood that this amount  represents a reasonable
            cost to the Landlord for reviewing such application.

      10.5 - SALE OF TENANT'S BUSINESS

      For the  purpose  of  this  Section,  any  sale or  other  disposition  of
whatsoever  nature  and  kind and any  issue  of  shares,  merger  or  statutory
amalgamation resulting in a change in the beneficial ownership, whether directly
or indirectly of the shares of the Tenant or any corporation  which has de facto
control over the Tenant,  either  directly or by reason of the holding of shares
in any other corporation or corporations, shall be deemed to be an assignment by
the Tenant of this Lease.  The Tenant shall make  available to the Landlord,  on
request, all share registers and other books and records in its control relevant
to the  determination  of whether an assignment has occurred under this Section.
The provisions of this Section shall not apply to a corporation whose shares are
posted for trading on any stock  exchange  in North  America  recognized  by the
Ontario Securities Commission.

<PAGE>
                                    Page 20


      10.6 - RIGHT TO TERMINATE

      Notwithstanding  anything contained in this Lease, if the Tenant from time
to time  receives a bona fide offer in writing for the  assignment of this Lease
or for the sublet of the whole or any part of the Premises,  which the Tenant is
prepared to accept, then prior to acceptance of any such offer, the Tenant shall
provide the  Landlord  with a signed copy of such offer and the  Landlord  shall
have the option,  exercisable within seven (7) days of receipt of such offer, to
terminate  this Lease with respect to that part of the  Premises  referred to in
such offer. If the Landlord  exercises its option,  the Tenant may, within three
(3)  days  thereafter,  revoke  its  application  to the  Landlord,  but if such
application is not revoked, the Tenant shall peaceably surrender and yield up to
the Landlord  possession of that part of the Premises  referred to in such offer
on the day prior to the date that the  proposed  assignee or  sub-lessee  was to
take  possession  under  such  offer.  If the  whole  of the  Premises  shall be
surrendered to the Landlord, this Lease shall then be terminated.  Otherwise the
Base Rent payable under this Lease shall be reduced in the  proportion  that the
Gross  Leasable Area of the Premises  surrendered is of the total Gross Leasable
Area of the original Premises.


11 -  INSURANCE

      11.1 - TENANT'S INSURANCE

(a) The Tenant shall  throughout the period that the Tenant is given  possession
of the Premises and during the entire Term,  at its sole cost and expense,  take
out and keep in full force and effect, the following insurance:

      (i)   all-risk property insurance  (including but not limited to sprinkler
            leakage, flood, earthquake and collapse coverage) in an amount equal
            to  the  full  replacement  cost  thereof  upon  property  of  every
            description  and kind owned by the Tenant or for which the Tenant is
            liable,  or  installed  by or on behalf of the  Tenant  and which is
            located within the Premises including, without limitation,  tenant's
            fixtures,  the  Tenant's  stock-in-trade,   furniture  and  personal
            property  provided that if there is a dispute as to the amount which
            comprises full replacement  cost, the decision of the Landlord shall
            be conclusive;

      (ii)  business interruption insurance in such amount as will reimburse the
            Tenant for direct or indirect loss of earnings  attributable  to all
            perils  insured  against  in  Section  11.1(a)(i)  and other  perils
            commonly  insured  against by prudent  tenants  or  attributable  to
            prevention  of access to the Leased  Premises  or the  Building as a
            result of such perils;

      (iii) comprehensive  general  and  legal  liability  insurance,  including
            property  damage and bodily  injury and personal  injury  liability,
            tenant's  legal  liability,  contractual  liability  and owners' and
            contractors'  protective  insurance  coverage  with  respect  to the
            Premises and the Tenant's use of the  Premises,  coverage to include
            the activities and operations  conducted by the Tenant and any other
            person  for whom the  Tenant is in law  responsible.  Such  policies
            shall be written on a comprehensive  basis with inclusive  limits of
            not less than Five Million Dollars ($5,000,000) for bodily injury to
            any one or more persons or property  damage,  and such higher limits
            as the Landlord,  acting reasonably,  or the Mortgagee requires from
            time to time, and shall contain a severability  of interests  clause
            and a cross-liability clause;

      (iv)  if  appropriate,  broad  form  comprehensive  boiler  and  machinery
            insurance on a blanket repair and replacement  basis with limits for
            each accident in an amount not less than the full  replacement  cost
            of all Leasehold Improvements and of all boilers,  pressure vessels,
            air-conditioning  equipment and miscellaneous  electrical  apparatus
            owned  or  operated  by the  Tenant  or by  others  (other  than the
            Landlord) on behalf of the Tenant in or serving the Leased Premises;

      (v)   any other form of insurance which the Landlord,  acting  reasonably,
            requires from time to time in form, in amounts and for risks against
            which a prudent tenant would insure.

(b)   All policies shall :

      (i)   be taken out with insurers acceptable to the Landlord;

      (ii)  be in a form  satisfactory  from time to time to the Landlord  which
            form may include a reasonable  deductible,  the amount of which will
            be subject to the  Landlord's  approval,  which  approval may not be
            unreasonably withheld;

      (iii) be non-contributing  with and shall apply only as primary and not as
            excess to any  other  insurance  available  to the  Landlord  or the
            Mortgagee;

      (iv)  not be  invalidated as respects the interests of the Landlord and of
            the   Mortgagee  by  reason  of  any  breach  or  violation  of  any
            warranties, representations or conditions contained in the policies;

      (v)   contain an  undertaking  by the  insurers to notify the Landlord and
            the Mortgagee in writing not less than thirty (30) days prior to any
            material change, cancellation or termination thereof; and

      (vi)  name the  Landlord  and the  Mortgagee  as insured  parties  and, in
            respect of property  damage  insurance,  incorporate the Mortgagee's
            standard mortgage clause.


<PAGE>
                                    Page 21


(c) Certificates of insurance on the Landlord's  standard form or if required by
the Landlord or the Mortgagee  certified  copies of each such  insurance  policy
will be delivered to the  Landlord as soon as  practicable  after the placing of
the  required  insurance  and in any event at least  ten (10) days  prior to the
effective  date of  coverage.  Provided  that no review or  approval of any such
insurance  certificate  by the  Landlord  shall  derogate  from or diminish  the
Landlord's rights or the Tenant's obligations contained in this Article.

(d) If the Tenant fails to take out or keep in force any  insurance  referred to
in this Section 11.1, or should any such insurance not be approved by either the
Landlord  or the  Mortgagee  and should the Tenant not  commence  to  diligently
rectify (and  thereafter  proceed to diligently  rectify) the  situation  within
twenty-four  (24)  hours  after  written  notice by the  Landlord  to the Tenant
(stating,  if the Landlord or the Mortgagee does not approve of such  insurance,
the  reasons  therefor),  the  Landlord  has  the  right  without  assuming  any
obligation in connection  therewith to effect such insurance at the sole cost of
the Tenant and all  outlays by the  Landlord  shall be paid by the Tenant to the
Landlord on demand as Additional Rent without  prejudice to any other rights and
remedies of the Landlord under this Lease.


      11.2 - CONTRACT PROVISIONS

            (a) All contracts of insurance placed by the Tenant shall be written
in the  names of the  Landlord  and  Tenant as joint  insured,  and shall to the
extent available show the Landlord,  Tenant and any Mortgagee (to an amount that
the Landlord's  insurance  advisors feel a prudent owner and Landlord  should be
insured for) as joint insured,  as their interests may from time to time appear,
and shall  contain  (i) a cross  liability  clause  protecting  the  Landlord in
respect of claims by the Tenant as if the Landlord were separately insured,  and
(ii) a waiver of any  subrogation  rights which the  Tenant's  insurers may have
against the  Landlord  and those for whom the  Landlord  is at law  responsible,
whether any such  damage is caused by the act,  omission  or  negligence  of the
Landlord  or those  for whom the  Landlord  is at law  responsible.  If both the
Landlord and Tenant have claims to be indemnified under any such insurance,  the
proceeds shall be applied first to the settlement of the Landlord's  claim, with
the balance to the settlement of the Tenant's claim.

      (b) If the Tenant fails to obtain the required policies of insurance,  the
Landlord  may itself  obtain  such  policies  and shall give the Tenant a notice
setting out the amount and dates of payment of all costs and  expenses  incurred
by the Landlord in that regard to the date of such notice; the Tenant will, with
the next  instalment  of Rent which becomes due, pay this amount to the Landlord
with interest at the Interest Rate  calculated on the various amounts from their
respective  dates of payment by the  Landlord  to the date of  repayment  by the
Tenant. Any sums so expended by the Landlord, together with such interest, shall
constitute Additional Rent and be due and payable on demand by the Landlord.

      (c) The  Tenant  shall  furnish  the  Landlord  with  certified  copies of
policies or other acceptable evidence of all such insurance promptly on request;
but no review or approval of any such  policies by the Landlord  shall  derogate
from or diminish the Landlord's  rights or the Tenant's  obligations  under this
Article.

      (d) The Tenant's  proportionate  share of the amount of any deductible not
received by the Landlord as proceeds of any policy of insurance shall be payable
by the Tenant as Additional  Rent.  The amount of any deductible not received by
the Tenant as proceeds of any policy of insurance  shall be for the Tenant's own
account.  Deductible  amounts under any policies  shall not exceed those which a
prudent  Landlord or Tenant  would  allow in insuring a similar  risk in similar
circumstances.

      11.3 - USE OF PREMISES (INSURANCE)

      (a)  Neither the Tenant nor its  officers,  directors,  agents,  servants,
licensees,  concessionaires,   assignees  or  sub-Tenants  shall  bring  on  the
Premises,  nor do,  nor omit nor  permit to be done or  omitted  on or about the
Premises anything which shall cause the rate of insurance on the Premises or the
whole or any part of the Building or its contents to be  increased.  If the rate
of insurance is increased by the use made of the Premises or by anything done or
omitted  or  permitted  to be done or  omitted  by the  Tenant or its  officers,
directors,   agents,   servants,   licensees,   concessionaires,   assignees  or
sub-Tenants  or by anyone  permitted  by the Tenant to be on the  Premises,  the
Tenant  shall pay the amount of such  increase to the  Landlord  immediately  on
demand.

      (b) If any policy of insurance on the whole or any part of the Building or
the  contents is  cancelled or refused to be renewed or granted by an insurer by
reason of the use or occupation of all or any part of the Premises by the Tenant
or  its  officers,  directors,  agents,  servants,  licensees,  concessionaires,
assignees,  sub-Tenants  or by  anyone  permitted  by  the  Tenant  to be on the
Premises,  the Tenant shall  immediately on demand remedy or rectify such use or
occupation and if the Tenant shall fail to do so immediately the Landlord may at
its option terminate this Lease by delivering to the Tenant notice in writing of
such termination and the Tenant shall  immediately  deliver up possession of the
Premises to the Landlord and the  Landlord may re-enter and take  possession  of
the Premises and the Tenant shall immediately pay all Rent and any other payment
for which the Tenant is liable under this Lease, apportioned to the date of such
termination,  together with all losses, damages or costs of any kind arising out
of the Tenant's  breach of this provision  and/or the  termination of this Lease
under this paragraph.

<PAGE>
                                    Page 22


      11.4 - LANDLORD'S INSURANCE

      The Landlord shall,  except as provided below, at all times throughout the
Term carry:

            (a)  insurance on the  Building  and property of every  description,
            including  all  mechanical  and  electrical  equipment  owned by the
            Landlord (specifically  excluding any property with respect to which
            the Tenant and other  Tenants  are obliged to insure  under  Section
            11.1 or similar  sections of their  respective  Leases)  against all
            risks of loss or damage  covered under an all risk policy,  to their
            full replacement cost;

            (b) public  liability and property damage  insurance with respect to
            the Landlord's operations in the Building in such reasonable amounts
            and with such reasonable deductions as would be carried by a prudent
            owner of a reasonably  similar Building,  having regard to size, age
            and location; and

            (c) such other form or forms of  insurance  as the  Landlord  or the
            Mortgagee reasonably considers advisable;

Provided  that,  if the Landlord  shall be unable,  from time to time during the
Term,  to obtain any of the above  coverages  on terms or at rates which are, in
the sole and unfettered discretion of the Landlord, commercially reasonable, the
Landlord shall have the right not to obtain or renew such insurance coverages or
to discontinue  such  coverages,  without any liability to the Tenant for having
done so. Subject to the rights of any Mortgagees,  the proceeds of any insurance
received by the  Landlord in  compensation  for  physical  loss or damage to the
Building  shall be applied in  accordance  with the  provisions  of Article  13.
Notwithstanding  any  contribution  by the  Tenant  to  the  cost  of  insurance
premiums, no insurable interest is conferred on the Tenant under any policies of
insurance  carried by the  Landlord  and the Tenant has no right to receive  any
proceeds of any such insurance policies. On written request from the Tenant, the
Landlord  will provide a written  summary of the  Landlord's  insurance  then in
effect.


12 -  REZONING, ADDITIONS

      12.1 - REZONING

      The Tenant  agrees  not to oppose any  application  to  conversion  of the
Building to a condominium, or for additions to the Building or changes of zoning
for the lands on which the  Building  is situate,  or any lands of the  Landlord
within a radius of two (2)  kilometres of the Building,  which are instituted by
the Landlord,  unless the ability of the Tenant to use the Premises for the uses
set out in this Lease would be materially adversely affected by the rezoning. On
the Landlord's request,  the Tenant will execute an acknowledgement that it does
not  oppose any such  application.  The  Tenant  further  agrees not to make any
applications or representations to any governmental  authority or agency for the
purpose of bringing about, in any way, the amending or varying of the provisions
of any laws, by-laws, rules,  regulations or requirements affecting the Premises
or the  Building,  or any  lands on  which  the  Building  stands,  without  the
Landlord's prior written consent,  which may in the circumstances be arbitrarily
or unreasonably withheld.

      12.2 - ADDITIONS

      The  Landlord  shall have the right to erect  additions to the Building in
the area cross hatched as  illustrated in Schedule "D" and to alter and relocate
all or any portion of the Common Facilities, including the parking areas, in its
sole and arbitrary  discretion,  without being responsible to the Tenant for any
loss  occurring  from such  action.  The  Landlord  shall also have the right to
grant, modify and terminate easements or other agreements  pertaining to the use
and  maintenance of all or parts of the Common  Facilities;  to close all or any
portion of the Common  Facilities  to such  extent as may in the  opinion of the
Landlord's  counsel be necessary to prevent accrual of any rights in them to any
persons and to make changes or additions to the pipes,  conduits,  utilities and
other  necessary  Building  services in the Premises which serve other premises.
None of the changes  referred to above shall  reduce the size of the Premises or
prevent access to the Premises by the Tenant for the uses set out in this Lease.
The Landlord will make such changes, additions,  subtractions or re-arrangements
as expeditiously as reasonably possible.  The Landlord shall also have the right
to  relocate   the  Premises   within  the  Building  to  another   location  of
approximately  the  same  size  within  the  Building  as the  Landlord,  acting
reasonably,  deems equivalent to the present location. If the Landlord elects to
move the Premises, it will pay all costs of constructing the new Premises to the
same standard as the existing Premises including,  without limitation,  the cost
of moving the Tenant's  fixtures and equipment and reinstalling  them in the new
location.  The  Landlord  shall  not be  responsible  for  any  loss  or  damage
occasioned  to the Tenant by such move,  or for any  indirect  or  consequential
costs provided that:

            (a) after the  Commencement  Date,  the Premises may not be altered,
            other than minor  relocations  of parts of the perimeter  walls,  or
            other boundaries  thereof,  necessary to accommodate  alterations in
            construction  design or  facilities  which do not  reduce  the Gross
            Leasable  Area of the Premises and other  alterations  thereto which
            shall be limited to those of a minor nature.

<PAGE>
                                    Page 23


            (b) so long as the Landlord  shall not  unreasonably  interfere with
            the  Tenant's  business  in the  Premises  more  than is  reasonably
            necessary in the conduct of such changes, additions, subtractions or
            re-arrangements, the Tenant shall not have any right to object to or
            to make any claim on account of the  exercise by the Landlord of its
            rights under this  paragraph  12.2, nor shall the Tenant be entitled
            to any abatement of Rent therefore notwithstanding any change in the
            size of the Common Facilities,  any nuisance,  inconvenience or loss
            to, interference with or obstructions,  interruption, dislocation or
            suspension of any utilities or the use of the Common Facilities.

13 -  DAMAGE, DESTRUCTION OR EXPROPRIATION

      13.1 - ABATEMENT OF RENT

            (a) Except as specifically provided in this Article,  there shall be
no reduction  or  abatement of Rent and the Landlord  shall not be liable to the
Tenant by reason of any injury to or interference  with the Tenant's business or
property  arising from fire or other  casualty,  howsoever  caused,  or from the
making of any repairs  resulting  therefrom in or to any portion of the Building
Premises  or the  Premises.  The  Tenant  agrees  that in the event of damage or
destruction  to the Premises is covered by  insurance,  the Tenant shall use the
proceeds  of such  insurance  for the purpose of  repairing  or  restoring  such
Premises.


            (b) If the  Building  Premises are damaged or destroyed by any cause
whatsoever,  and if, in the opinion of the Landlord  reasonably  arrived at, the
Building Premises cannot be reconstructed,  rebuilt or repaired and made fit for
the  purposes  of the Tenant  within one  hundred  and eighty  (180) days of the
happening of the damage or destruction, the Landlord, may at its option elect to
terminate  this  Lease by giving to the  Tenant  Notice  of  termination  within
forty-five  (45) days after such damage or  destruction,  and thereupon Rent and
other  payments  for  which  the  Tenant is liable  under  this  Lease  shall be
apportioned and paid to the date of such damage or  destruction,  and the Tenant
shall  immediately  deliver up vacant possession of the Premises to the Landlord
in accordance with the terms of this Lease.


      13.2 - DAMAGE IN LAST YEAR OF TERM

      If the  damage or  destruction  occurs in the last year of the Term or any
renewal,  so that the Premises or the Building are incapable of being rebuilt or
made  reasonably  fit for  occupancy  within  thirty  (30) days from the date of
damage or  destruction,  the Landlord may terminate  this Lease by giving notice
within twenty (20) days after the damage or destruction occurs.

      13.3 - LACK OF PROCEEDS

      Notwithstanding  Section  13.1,  if the  damage or  destruction  occurs by
reason of any cause in  respect of which  proceeds  of  insurance  substantially
sufficient  to pay for the cost of  rebuilding or making fit the building or the
Premises are not payable to or received by the Landlord,  or if any Mortgagee or
other  person  entitled  to the  proceeds  does not  consent  to  payment to the
Landlord of the proceeds of any insurance policy for such purpose,  the Landlord
may terminate this Lease on notice.

      13.4 - PROCEDURE ON TERMINATION

      On the termination of this Lease under this Article 13, Rent and any other
liabilities of the Tenant shall be apportioned and paid to the date on which the
damage or  destruction  occurred  and the Tenant  shall  immediately  deliver up
possession of the Premises.

      13.5 - EXPROPRIATION

            (a) If at any time during the Term,  all or part of the  Building is
acquired  or   expropriated   by  any  lawful   expropriating   authority   (the
"EXPROPRIATION")  or if, in the  Landlord's  opinion,  reasonable  access to the
Building is materially affected by any Expropriation, then, at the option of the
Landlord,  this Lease shall be  terminated  as of the date on which the interest
taken by Expropriation  vests in the  expropriating  authority and neither party
shall have any claim  against the other for the value of any  unexpired  Term or
for damages or  otherwise.  If the Landlord does not elect to cancel this Lease,
this Lease shall  continue in effect without any reduction or abatement of Rent,
provided  that if any part of the  Premises is  expropriated,  the Rent shall be
adjusted  accordingly by the Landlord in the proportion which the Gross Leasable
Area of the remaining  Premises is of the original  Premises.  The full proceeds
resulting  from the  Expropriation  of any portion of the Building  shall belong
solely to the Landlord.  The Tenant will execute all documents  necessary in the
Landlord's opinion for this purpose.

<PAGE>
                                    Page 24


            (b)  The  Tenant   shall   have  the  right  to  recover   from  the
expropriating  authority, but not from the Landlord, such compensation as may be
separately  available  to the Tenant in the  Tenant's own right by reason of the
Expropriation  for damage to the Tenant's business and on account of any cost or
loss  of  the  Tenant  in  removing  its  chattels,   fixtures,   and  leasehold
improvements.

            (c) The  Landlord  and the  Tenant  agree to keep each  other  fully
informed about their respective claims for compensation,  that each of them will
not claim  compensation on any basis  inconsistent with this Lease and each will
reasonably  cooperate with the other in the prosecution of their proper separate
claims.  Neither party shall compromise the claim of the other party without its
prior written consent.

      13.6 - REPAIR OF DAMAGE

      If the  Building is damaged or  expropriated  to the extent  described  in
Sections 13.1 or 13.5 and the Landlord does not terminate this Lease, the Tenant
will promptly  rebuild or repair the Building,  subject to the express terms and
conditions  of this Lease.  The Tenant  shall  repair and  restore the  Premises
according to the nature of the damage with all reasonable diligence,  except for
improvements  installed by the Tenant which the Tenant shall repair and restore,
in both cases, to  substantially  the condition they were in immediately  before
the damage or  destruction,  but to the extent that any part of the  Premises is
not reasonably  capable of use by reason of damage which the Tenant is obligated
to repair, any abatement of Rent to which the Tenant is otherwise entitled shall
not  extend  later  than the time by which,  in the  reasonable  opinion  of the
Landlord's  Consultant,  repairs by the Tenant ought to have been completed with
reasonable  diligence.  The  Tenant  shall  pay  the  cost  of  the  repair  and
restoration  of all  destruction  which is  attributable  to the  wilful  act or
neglect of the Tenant,  its  servants or agents,  or any person  entering on the
Premises  under express or implied  invitation of the Tenant,  and in such case,
there shall be no abatement of Rent.

      13.7 - CONSULTANT'S DETERMINATION

      A  Consultant's  Certificate  as to the  length  of time  required,  using
reasonable diligence,  to rebuild or restore the Building or the Premises, or as
to when all or any portion of the Premises are  reasonably  fit for occupancy by
the Tenant shall be conclusive and binding on the Landlord and the Tenant.


14 -  TENANT'S DEFAULT

      14.1 - REMEDIES OF LANDLORD

      If the Tenant fails:

            (a) to make any payment of Rent,  in whole or in part,  for five (5)
            days after its due date; or

            (b)  to  perform  or  observe  any  other  covenants,   provisos  or
            agreements  contained in this Lease and such failure shall  continue
            for fifteen  (15) days after  notice;  the  Landlord  shall have the
            following remedies in each such case:

            (C) - TERMINATION

            The Landlord may without  further notice  terminate  this Lease,  in
            which case the then current  month's Rent and the next ensuing three
            (3)  months'  Rent and any other  payments  for which the  Tenant is
            liable  shall  be  apportioned  and  paid  in  full  to the  date of
            termination,  together with the reasonable  expenses of the Landlord
            attributable to the  termination,  and the Tenant shall  immediately
            deliver  up  possession  of  the  Premises  to  the  Landlord;   any
            termination  of the Lease  will be  without  prejudice  to any other
            rights  or  remedies  the  Landlord  may  have,  including,  without
            limitation,  the right to  receive  compensation  for loss of future
            Rent and for loss or diminution  of revenue from the  Building;  for
            the purposes of this clause, loss of future Rent and loss of revenue
            will be  established  by the  terms  and  conditions  on  which  the
            Landlord,  in its sole  discretion,  re-lets the  Premises,  if such
            re-letting   is   accomplished   within  a  reasonable   time  after
            termination, but if the Premises are not re-let, such values will be
            based on the fair market rental for  properties of a similar  nature
            in the Municipality and other relevant  circumstances.  Rent, rental
            value and loss of revenue will be reduced to their  present value at
            a discount rate of ten percent (10%),  on the basis of estimates and
            assumptions of fact made by the Landlord, which will govern;

            (D) - RECOVERY OF EXPENSES

            The Landlord may enter the  Premises and perform the  obligation  on
            behalf of the Tenant, and shall not be liable for any loss or damage
            to the Tenant's goods, chattels, fixtures and leasehold improvements
            or business caused in so doing. Any reasonable  expenses incurred by
            the Landlord in so doing (including,  without limitation, legal fees
            and compensation for the Landlord's services,  as well as Landlord's
            management  fee of  fifteen  percent  (15%)  of these  expenses  and
            compensation)  shall  be  paid  by the  Tenant  to the  Landlord  as
            Additional Rent on demand;

<PAGE>
                                    Page 25


            (E) - RIGHT TO RELET

            The Landlord shall have the right to enter the Premises and to relet
            them as agent  for the  Tenant  for  whatever  term and on  whatever
            conditions  the  Landlord  shall,  in  its  sole  discretion,   deem
            advisable,  and the  Tenant  shall pay to the  Landlord,  in monthly
            instalments  for the balance of the Term of this Lease  (which shall
            be deemed for the  purposes of this clause  14.1(e) not to have been
            terminated  by  any  action  of the  Landlord  under  this  Section,
            including the making of  alterations  to the Premises  deemed by the
            Landlord to be necessary  or advisable  for the purpose of reletting
            them), any deficiency  between the sum of one-twelfth  (1/12) of the
            Rent  payable  under this Lease and the net amount,  if any, of Rent
            actually received by the Landlord in respect of the Premises,  after
            deducting all amounts  reasonably  attributable  to the reletting of
            all or part of the Premises.  For greater clarity, the Landlord,  in
            the exercise of its discretion  under this clause,  may enter into a
            reletting of all or part of the Premises for a term which may extend
            beyond the expiry  date of the Term,  without  being  deemed to have
            terminated  the  Lease or the  rights  of the  Landlord  under  this
            clause.

      14.2 - CURE DEFAULT

      If the Tenant's default can be cured only by the performance of work or by
the furnishing of materials,  and if the work cannot  reasonably be completed or
the materials  reasonably obtained and/or utilized within fifteen (15) days, the
default shall not be deemed to continue if the Tenant proceeds promptly with and
diligently completes the work necessary to cure the default.


      14.3 - CONSTRUCTION LIENS

      The Tenant shall indemnify and hold the Landlord harmless from and against
any liability,  claim,  damages or expenses  (including legal expenses)  arising
from any claim made against the Premises or the Building for construction  liens
related to work done by or on behalf of the Tenant and all work which the Tenant
is obliged to do and any such liabilities,  claims, damages or expenses incurred
by the  Landlord  shall be paid by the Tenant to the  Landlord  on  demand.  The
Tenant shall cause all  registrations  of claims for  construction  liens and/or
certificates of action under the  Construction  Lien Act for any work done by or
on behalf of the  Tenant,  and all work which the Tenant is obliged to do, to be
discharged  or vacated,  as the case may be,  within  fifteen  (15) days of such
registration  or within five (5) days after  notice from the  Landlord,  failing
which the  Landlord,  in addition  to any other  rights or remedies it may have,
may, but shall not be obligated to, discharge such liens and/or  certificates by
payment to the claimant, payment into court, or otherwise; any such payments and
the Landlord's legal costs (on a substantial indemnity basis) and other costs of
obtaining and registering  such discharges  shall be repaid by the Tenant to the
Landlord on demand as Additional Rent.


      14.4 - DISTRESS

      The  Tenant  waives and  renounces  the  benefit of any  present or future
statute taking away or limiting the  Landlord's  right of distress and covenants
and  agrees  that,  notwithstanding  any such  statute,  none of the  goods  and
chattels  of the  Tenant on the  Premises  at any time  during the Term shall be
exempt from levy by distress for Rent or any other charges. The Tenant agrees to
provide  the  Landlord  with a key which will at all times open the locks to the
Premises and expressly licences and authorizes:

            (a) the Landlord to use the key for the purposes of effecting  entry
            to the  Premises to distrain on the goods and chattels of the Tenant
            or to prevent the Tenant from  removing  them;  if the Landlord does
            not have the key or is unable to gain access to the  Premises by the
            use of the key, the Tenant  expressly  licences and  authorizes  the
            Landlord  to use any  other  means of  ingress  for the  purpose  of
            effecting  distress  as the  Landlord  may in  its  sole  discretion
            determine including, without limitation, the breaking of the lock or
            of any window  without  being liable for any damages or  prosecution
            for doing so;

            (b) the  Landlord  to  distrain  at any  time  of the  day or  night
            including,  without limitation,  after sunset, before sunrise and on
            Sundays and statutory holidays;

            (c) to levy distress against such goods and chattels at any place to
            which the Tenant or any other person may have removed  them,  in the
            same manner as if they had remained on the Premises;

            (d) to sell any goods and chattels seized at public or private sale,
            without  notice,  and to  apply  the net  proceeds  of such  sale on
            account  of the Rent or any other  sums due under  this  Lease,  and
            Tenant shall remain liable for any deficiency.  The Tenant shall pay
            to the Landlord on demand,  to the extent not  recovered  out of any
            distress,  all fees and  expenses  of  levying  distress  including,
            without limitation,  all legal,  locksmith,  bailiff,  appraiser and
            auctioneer fees, together with three (3) months' accelerated Rent.

<PAGE>
                                    Page 26


The Tenant expressly gives its consent to Canada Customs and Revenue Agency, the
Ontario  Ministry of Finance and all other  federal,  provincial  and  municipal
taxing  authorities  (the  "AUTHORITY")  releasing  to the Landlord and its duly
authorized  agent the  particulars  of any  amounts  owing by the  Tenant to the
Authority,  to the extent that the Authority  claims  priority over the Landlord
against any proceeds in the hands of the Landlord or its agent from  realization
against the property of the Tenant.

All goods and  chattels  brought by the Tenant  onto the  Premises  shall be the
unencumbered property of the Tenant and they shall not be subjected to any claim
or other  encumbrance  at any time  without  the prior  written  consent  of the
Landlord.  If the Tenant  shall  leave the  Premises  leaving  any Rent or other
amounts  owing under this Lease unpaid,  the Landlord,  in addition to any other
available remedy, may seize and sell the goods and chattels of the Tenant at any
place to which the Tenant or another  person may have  removed  them in the same
manner as if such goods and chattels had  remained  and been  distrained  on the
Premises.

      14.5 - INTEREST

      All sums for Rent or otherwise  payable to the Landlord under the terms of
this  Lease  shall  bear  interest  at the  Interest  Rate in  effect  on  their
respective due dates until the actual dates of payment.

      14.6 - APPLICATION OF RECEIPTS

      The Landlord  may, at its option,  apply all sums received from the Tenant
to any  Rent or other  amount  payable  under  this  Lease in such  order as the
Landlord sees fit. If applied to Rent, any payment is on account of the earliest
stipulated Rent. An endorsement or statement on a cheque or letter  accompanying
a cheque or  payment  as Rent is not an  acknowledgement  of full  payment or an
accord  and  satisfaction,  and the  Landlord  may accept and cash the cheque or
payment  without  prejudice  to its right to recover  the balance of the Rent or
pursue its other remedies.

      14.7 - PROTECTION OF LANDLORD

      Subject to any  express  provision  of this  Lease,  the  exercise  by the
Landlord of any of the rights and remedies  reserved to it under this Article 14
shall not,  notwithstanding  anything to the  contrary  in any law or  statutory
provision,  except to the extent that Tenant may not legally contract out of any
right or protection therein given to it:

            (a) require  the service of any notice or demand by the  Landlord to
            the Tenant of any  default  by the Tenant in the  payment of Rent or
            performance of its covenants;

            (b) require the resort by the Landlord to any legal proceedings;

            (c)  constitute  (1) a breach of the covenant for quiet  possession;
            (2) an actual or constructive eviction; (3) a forfeiture,  surrender
            or termination  of this Lease,  or (4) a re-entry into the Premises;
            unless  Landlord  elects  in  writing  to  effect  such  forfeiture,
            surrender, termination or re-entry;

            (d) render  Landlord  liable or  responsible in any way to Tenant or
            others for any act, fault,  occurrence or for any cause  whatsoever,
            including without limitation, (1) any injury, personal discomfort or
            death to any  person or for any loss or damage  to any  property  of
            Tenant or others,  and (2) any claim for  damages,  whether  direct,
            indirect or consequential; or

            (e) render Landlord subject to any prosecution;

and the Tenant shall promptly  indemnify and hold the Landlord harmless from any
and all claims  arising out of the exercise by the Landlord of any of the rights
set out in this  Lease.  Any  breach by the  Landlord  under  this  Lease can be
adequately  compensated in damages and the Tenant agrees that its only remedy to
enforce its rights under this Lease is an action for damages.

      14.8 - ABANDONMENT OF GOODS

      Any goods, chattels, fixtures, inventory,  equipment and other property of
the Tenant not removed from the Premises  within seven (7) days from the date of
expiry of the Term, shall be deemed to have been abandoned by the Tenant and the
Landlord  may remove and  dispose of them (by private or public  sale),  destroy
them,  retain them or convey them to a new tenant or otherwise deal with them in
any manner whatsoever without compensation to the Tenant.

      14.9 - LIEN ON TRADE FIXTURES

      If, at any time during the period of time the Tenant is in  possession  of
the  Premises,  the  Tenant is in  default  under  any  covenant  or  obligation
contained  in  this  Lease,  the  Landlord  has a lien  on  all  stock-in-trade,
inventory,  fixtures, equipment and facilities of the Tenant as security against
loss  or  damage  resulting  from  any  such  default  and  the  stock-in-trade,
inventory,  fixtures,  equipment  or  facilities  shall not be removed  from the
Premises by the Tenant until the default is cured, unless otherwise permitted in
writing by the Landlord. The Landlord shall have the right to enter the Premises
to enforce  its lien and shall have all of the rights and  remedies of a secured
creditor in possession under the Personal Property Security Act (Ontario).

<PAGE>
                                    Page 27


15 -  BANKRUPTCY, ETC.

      15.1 - TENANT'S INSOLVENCY

      Without  prejudice  to any  other  rights  or  remedies  available  to the
Landlord, if:

            (a)   the Term or any of the goods and chattels of the Tenant on the
                  Premises are seized or taken in execution or attachment by any
                  creditor of the Tenant (including,  without  limitation,  if a
                  receiver or receiver and manager  shall enter into  possession
                  of the Premises);

            (b)   the Tenant makes any  assignment for the benefit of creditors,
                  or any  bulk  sale of  goods on the  Premises,  except  in the
                  ordinary  course of its  business,  or in  conjunction  with a
                  permitted Transfer under this Lease:

            (c)   the  Tenant,  becoming  bankrupt or  insolvent  shall take the
                  benefit of any Act for bankrupt or insolvent debtors;

            (d)   a receiving order is made against the Tenant;

            (e)   an order is made for the winding up of the Tenant;

            (f)   the Premises shall without the written consent of the Landlord
                  become and remain  vacant for a period of four (4) days, or be
                  used by any other  persons  than  those  entitled  to use them
                  under the terms of this Lease;

            (g)   the  Tenant,  without  the  written  consent of the  Landlord,
                  abandons or attempts to abandon the Premises or, except in the
                  ordinary  course of its  business,  to sell or  dispose of its
                  chattels or to remove any of them from the  Premises,  so that
                  there would not be sufficient chattels on the Premises subject
                  to distress to satisfy the Rent due or accruing due;

            (h)   the  Premises  are used for any other  purpose than this Lease
                  permits;

then,  in every such case,  the then  current  month's Rent and the next ensuing
three (3) months' Rent,  together  with all  additional  charges  payable by the
Tenant  under this  Lease (to be pro rated,  if  necessary),  shall  immediately
become due and payable and the Landlord may re-enter and take  possession of the
Premises  as  though  the  Tenant  or the  servants  of the  Tenant or any other
occupant of the Premises were holding over after the expiration of the Term, and
the Term shall,  at the option of the Landlord,  immediately be  terminated.  In
every one of the cases described above,  the three (3) months'  accelerated Rent
shall be recoverable by the Landlord in the same manner as the Rent.


16 -  NOTICES

      16.1 - DELIVERY OF NOTICES

      All notices,  payments,  consents,  demands or other documents required or
which may be given under this Lease (the "DOCUMENTS") shall be in writing,  duly
signed  by the  party  giving  such  notice  and  delivered  or  transmitted  by
registered  or certified  mail  addressed as follows or sent by facsimile  (with
confirmation  of  transmission)  to a receiver at the  addresses  set out on the
front page of this Lease.  Any document so given  shall,  unless  delivered,  be
deemed to have been  received on the second  business day  following the date of
mailing,  if sent by registered or certified  mail, or on the first business day
after the date of transmission  by facsimile.  If the postal system is disrupted
by labour  strike,  such document  shall be delivered or sent by facsimile.  Any
party may from time to time by notice given as provided above change its address
for service of documents.


17 -  LANDLORD'S COSTS AND CONSENTS

      17.1 - LEGAL COSTS

      If the  Landlord  brings an action  for  collection  of Rent or other sums
payable under this Lease,  or if such sums shall be collected on the demand of a
solicitor,  or if the Landlord brings an action to compel  performance of any of
the terms, conditions, covenants or provisos under this Lease or for damages for
failure of the Tenant to perform any of them,  or if they are  performed  on the
demand of a solicitor  then,  unless the Landlord  shall lose such  action,  the
Landlord  shall collect from the Tenant and the Tenant shall pay to the Landlord
all  reasonable  solicitor's  fees for such  action on a  substantial  indemnity
basis.

<PAGE>
                                    Page 28


      17.2 - OTHER EXPENSES

      The Tenant shall pay the cost of obtaining  any  Consultant's  Certificate
requested by the Tenant. If this Lease requires the Tenant to obtain the consent
or authorization of the Landlord to any action proposed by the Tenant, or if the
Tenant requests an acknowledgement  from the Landlord,  the Tenant shall pay, as
Additional  Rent,  the  Landlord's  reasonable  legal and  administrative  fees,
including a charge for Landlord's  administrative  time, and  disbursements  for
reviewing and  considering the matter and for preparation of any documents which
the Lease may require for this purpose.  These fees shall be payable even if the
Landlord,  in the proper  exercise of any discretion  given to it in this Lease,
shall refuse to give its consent or authorization.

18 -  PRIOR INTERESTS

      18.1 - MORTGAGEE'S PRIORITY

            (a) At the option of the  Landlord,  to be expressed in writing from
time to time,  this  Lease and the rights of the Tenant are and shall be subject
and   subordinate   to  all   Mortgages   and   all   renewals,   modifications,
consolidations,  replacements  and extensions of them which may now or in future
affect the  Premises or the Building in whole or in part and whether or not such
Mortgages  shall  affect only the Premises or the Building of which the Premises
form  part or shall be  blanket  mortgages  or  deeds of trust  affecting  other
premises as well.  The Tenant shall at any time on notice from the Landlord or a
Mortgagee  attorn to and become a tenant of a Mortgagee  under any such Mortgage
on the terms and conditions of this Lease and shall execute  promptly on request
by  the  Landlord  any  instruments  of  postponement  or  attornment  or  other
instruments from time to time requested to give full effect to this requirement.
If the Tenant fails to execute any  instrument or other  document as required by
this  Section  within ten (10) days  after  request  by the  Landlord,  then the
Landlord  will have the right to  terminate  this Lease or to  execute  any such
instrument  or document on behalf of the Tenant and in the  Tenant's  name,  for
which  purpose the Tenant  irrevocably  constitutes  the  Landlord  the agent or
attorney of the Tenant under the Powers of Attorney Act (Ontario).

            (b) The form and content of any document effecting the subordination
and  attornment  provided for in Section  18.1(a)  will be that  required by the
Mortgagee in each case, and such document will be delivered by the Tenant to the
Landlord within ten (10) days after the Landlord requests it.

            (c) If the Landlord  assigns its rights under this Lease as security
for a Mortgage and  notification  of the assignment is given to the Tenant by or
on behalf of the Landlord, this Lease shall not be cancelled or modified for any
reason  whatsoever,  except as provided for in this Lease or by law, without the
prior written consent of the Mortgagee.

      18.2 - PRIORITY OF LEASE

      The Tenant  agrees  that any  Mortgagee  at any time by an  instrument  in
writing  registered  against  the  title to the  Building  may  subordinate  its
Mortgage to this Lease without any further consent or agreement of the Tenant.

      18.3 - ACKNOWLEDGEMENTS OR STATEMENTS

            (a) The  Tenant  at any time and from  time to time on not less than
seven (7) days  prior  notice,  shall  execute  and  deliver  to the  Landlord a
statement in writing  certifying that this Lease is unmodified and in full force
and effect (or if modified,  stating the  modifications and that the Lease is in
full force and effect as modified), the amount of the Base Rent then being paid,
the dates to which the Rent,  by  instalment or otherwise and other sums payable
under the Lease have been  paid,  stating  whether or not there is any  existing
default  on the part of the  Landlord  of  which  the  Tenant  has  notice,  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;

            (b) 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;

            (c) From time to time at the  request  of the  Landlord,  the Tenant
shall  deliver to the Landlord the Tenant's  most recent  financial  statements,
together with such other  financial  information and for such periods of time as
may be requested by a Mortgagee or  prospective  purchaser of the Building.  The
Tenant  consents to the Landlord  performing a credit check at any time or times
during the Term.


<PAGE>
                                    Page 29


      18.4 - 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.

      18.5 - NON-DISTURBANCE AGREEMENT

      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.


19 -  MONTHLY TENANCY

      19.1 - MONTHLY TENANCY

      If the Tenant continues to occupy the Premises after the expiration of the
Term or any renewal  period,  with the consent of the  Landlord  and without any
renewal or further written  agreement,  the Tenant will be a monthly tenant at a
monthly  rental  equal to double the  monthly  instalment  of Base Rent  payable
during the last month of the Term or  immediately  preceding  renewal,  together
with the Additional Rent provided in this Lease. Rent will be payable in advance
on the first day of each and every month of the tenancy and the monthly  tenancy
will be on the terms and conditions and subject to all other charges and amounts
payable under this Lease, except as to length of tenancy.


20 -  GENERAL

      20.1 - NO WAIVER OF DEFAULT

      No condoning,  excusing, overlooking or delay in acting by the Landlord of
any  default,  breach or  non-observance  by the  Tenant at any time or times in
respect of any  covenant,  proviso or condition in this Lease shall operate as a
waiver of the  Landlord's  rights under this Lease in respect of any  continuing
subsequent  default,  breach or  non-observance  and no waiver shall be inferred
from or implied by anything  done or omitted by the  Landlord  except an express
waiver in writing.

      20.2 - REMEDIES CUMULATIVE

      All rights and  remedies of the  Landlord set forth in this Lease shall be
cumulative and not alternative.

      20.3 - ASSIGNMENT BY LANDLORD

            (a) If the  Landlord  assigns  this Lease to a  Mortgagee  or to any
other person the Landlord  shall  nonetheless be entitled to exercise all rights
and  remedies  reserved  under  this Lease  without  providing  evidence  of the
approval or consent of the Mortgagee or other person.

            (b) If the Landlord sells the Building and assigns this Lease to the
purchaser,  and the purchaser  agrees in writing with the Landlord to assume all
of the  obligations of the Landlord  under this Lease,  the Landlord  shall,  on
completion  of the sale and  assignment  of Lease,  be relieved of all  personal
liability of any nature and kind  whatsoever  under this Lease and the purchaser
shall be deemed to be the Landlord under this Lease for all purposes, subject to
the provisions of this Section.

      20.4 - NO PARTNERSHIP

      The  Landlord  does not in any way or for any purpose  become a partner of
the Tenant, in the conduct of its business or otherwise,  or a joint venturer or
a member of a joint  enterprise  with the  Tenant,  nor is the  relationship  of
principal and agent  created by this Lease or any dealings  between the Landlord
and the Tenant.

      20.5 - NO OPTION

      The  submission  of this  Lease  for  examination  does not  constitute  a
reservation  or option for the  Premises and this Lease  becomes  effective as a
Lease only on its execution and delivery by the Landlord and the Tenant.


<PAGE>
                                    Page 30


      20.6 - REGISTRATION OF NOTICE

      The Tenant shall not register  this Lease  without the written  consent of
the  Landlord.  However,  the Tenant  shall be  entitled to register a Notice of
Lease;  provided that such Notice shall only describe the parties, the Premises,
the Term and any  renewal,  or any  restrictive  covenants.  Any Notice of Lease
shall be  prepared  by the  Tenant's  solicitors,  but shall be  subject  to the
approval of the  Landlord  and its  solicitors  and shall be  registered  at the
Tenant's  expense.  The Tenant shall bear the  reasonable  costs of the Landlord
with respect to the review by the Landlord's solicitors of the Notice of Lease.

      20.7 - RULES AND REGULATIONS

      The Tenant and its officers,  directors,  servants, agents and all persons
visiting or doing business with it shall be bound by and shall observe the rules
and regulations  attached to this Lease as Schedule "C" and any other reasonable
rules and  regulations  made by the  Landlord  from time to time of which notice
shall be given to the Tenant, and all such rules and regulations shall be deemed
to be incorporated  into and form part of this Lease. The Landlord shall enforce
the rules and regulations against all occupants of the Building, but in so doing
need not  institute any legal  action.  The Landlord  shall not be liable to the
Tenant  as a result  of its  failure  or  inability  to  enforce  the  rules and
regulations against the other tenant of the Building.

      20.8 - NO CONTRA PROFERENTUM

      This Lease has been negotiated and approved by the Landlord and the Tenant
and,  notwithstanding  any rule or maxim of law or construction to the contrary,
any ambiguity or uncertainty  will not be construed  against either  Landlord or
Tenant by reason of the  authorship of any of the  provisions  contained in this
Lease.


21 -  DELAYS

      21.1 - UNAVOIDABLE DELAY

      Whenever,  and to the extent that either  party shall be unable to fulfil,
or shall be delayed or restricted in the fulfilment of any obligation under this
Lease in  respect of the supply or  provision  of any  service or utility or the
doing of any work or the making of any  repairs  by reason of strike,  lock-out,
war,  act of God or by  reason  of  being  unable  to  obtain  material,  goods,
equipment,  services,  utility or labour  required  to enable it to fulfil  such
obligation  or by  reason  of  any  statute,  law  or  order-in-council,  or any
regulation or order passed or made under any legislative authority, or by reason
of the order or direction of any  administration,  controller  or board,  or any
governmental department or officer or other authority, or by reason of not being
able to obtain any required  permission or authority,  or by reason of any other
cause beyond its control,  whether of the foregoing character or not, such party
shall, so long as any such impediment exists, be relieved from the fulfilment of
such  obligation and the other party shall not be entitled to  compensation  for
any  damage,  inconvenience,  nuisance or  discomfort  thereby  occasioned,  but
nothing in this Section shall excuse the Tenant from payment of or entitle it to
withhold Rent.

      21.2 - FAILURE OF LANDLORD TO DELIVER POSSESSION

      Notwithstanding  any other provision of this Lease, and in addition to the
provisions of Section 21.1, the Landlord shall not be deemed in default if it is
unable to give possession of the Premises on the date fixed for  commencement of
the Term because of the holding over or  retention  of  possession  of any prior
lessee or occupants,  or because  repairs,  improvements  or  decorations of the
Premises or of the Building are not completed,  or for any reason other than the
Landlord's  wilful  act or  neglect.  In such  circumstances,  the Rent will not
commence until possession of the Premises is given to the Tenant or the Premises
are available for fixturing by the Tenant,  and no failure to give possession of
the  Premises  on the date fixed for  commencement  of the Term shall in any way
affect the  validity of this Lease or the  obligations  of the Tenant under this
Lease or the terms or  conditions  of this Lease,  nor shall it extend the Term.
The Landlord shall diligently  exercise its rights to obtain  completion  and/or
vacant possession of the Premises as soon as reasonably possible. There shall be
no abatement of Rent for any delay in occupancy  due to the Tenant's  failure to
complete all or any  installations or other work required to be completed by the
Tenant in  accordance  with the  provisions  of this Lease or  required  for the
purpose of carrying on its business operations in the Premises. The Tenant shall
not be  entitled  to any  abatement  of Rent  where the  Landlord's  failure  to
complete or deliver vacant  possession of the Premises on the Commencement  Date
is due to any act or  omission on the part of the  Tenant.  The  decision of the
Landlord's Consultant shall be final and binding on the parties as to whether or
not the Premises are ready for occupancy by the Tenant,  and as to the extent to
which any delay in  completion  of the  Premises  or in the  delivery  of vacant
possession  is due to any act or omission of the Tenant or its agents,  servants
or  contractors.  The Tenant  shall,  promptly on the  request by the  Landlord,
execute an  acknowledgement  of the date on which complete and vacant possession
of the Premises is delivered  to the Tenant.  If the Landlord has not  delivered
possession  of the  Premises  within  eighteen  (18)  months of the date of this
Lease,  the Landlord  shall have the right and option at any time to cancel this
Lease and any money or security  deposited with the Landlord under or on account
of this Lease shall be  returned to the Tenant and neither  party shall have any
liability to the other.

<PAGE>
                                    Page 31



      IN WITNESS WHEREOF the parties have executed this Lease as of the 20th day
of April, 2006.








                                      FERCAN DEVELOPMENTS INC.


                                      Per: /s/ Vince DeRosa
                                          --------------------------------
                                      Vince DeRosa, President
                                      I have authority to bind the corporation



                                      NORTHERN ETHANOL (BARRIE) INC.


                                      Per: /s/ Gord Laschinger
                                          --------------------------------
                                      Name: Gord Laschinger-President
                                      I have authority to bind the corporation




<PAGE>



                        SCHEDULE "A" - LEGAL DESCRIPTION



PIN Number:       58734-0250(LT)

Part  Lots 7 and 8,  Concession  12,  Innisfil,  being  parts  2,3 and 4 on Plan
51R-30453,  subject to and together  with the rights set out in  instrument  No.
R01461677, Barrie




<PAGE>



                   SCHEDULE "B" - SKETCH OF BUILDING PREMISES

Building Premises illustrated in black

                       SCHEDULE "B-1"- SKETCH OF LAND AREA

Land Area illustrated in black



<PAGE>




                      SCHEDULE "C" - RULES AND REGULATIONS


The Tenant agrees as follows:

1.       All loading and  unloading  of supplies,  materials,  garbage and other
         chattels shall be effected only through or by means of such doorways or
         corridors as Landlord shall designate.

2.       The  delivery  or shipping  of  supplies  and  fixtures to and from the
         Premises  shall be  subject  to such  rules and  regulations  as in the
         judgment of Landlord  are  necessary  for the proper  operation  of the
         Premises.

3.       All garbage and refuse  shall be kept in the kind of covered  container
         specified  by  Landlord,  sorted as  specified  by the Landlord for the
         purposes of any recycling  program  established  by the Landlord or the
         Municipality,  and shall be placed outside of the Premises prepared for
         collection  in the  manner  and  the  times  and  places  specified  by
         Landlord.  If Landlord  provides or designates a service for picking up
         refuse and garbage,  Tenant shall use it at Tenant's cost. Tenant shall
         pay the cost of removal of any of Tenant's refuse or rubbish.


4.       The  Tenant  shall use at the  Tenant's  cost,  the pest  extermination
         contractor  directed by the Landlord and at the  intervals  required by
         the Landlord.

5.       No animals or birds,  except for guide dogs,  shall be brought  into or
         kept in or about the Premises.

6.       If the Tenant  desires  telegraph,  telephone,  paging or other private
         signal   connections,   Landlord  reserves  the  right  to  direct  the
         electricians  or other  workmen as to where and how the wires are to be
         introduced  and without such  directions no boring or cutting for wires
         shall  take  place.  No other  wires of any  kind  shall be  introduced
         without the written consent of Landlord.

7.       No one shall use the Premises for sleeping  apartments  or  residential
         purposes  as  defined  in the  Commercial  Tenancies  Act or the Tenant
         Protection Act, 1997.

8.       The Tenant  agrees to install at its own expense a lock approved by the
         Landlord,  on all doors of the Premises and to supply Landlord with two
         keys.  The Landlord  may from time to time  install and change  locking
         mechanisms on entrances to the Building,  the Common Facilities and the
         Premises,  and (unless 24 hour  security  is provided by the  Building)
         shall  provide to Tenant a  reasonable  number of keys and  replacement
         keys ("KEYS") include any device serving the same purpose).  The Tenant
         shall not add to or change existing  locking  mechanisms on any door in
         or to the Premises  without the Landlord's  prior written  consent.  If
         with Landlord's consent,  the Tenant installs lock(s) incompatible with
         the Building master locking system:

            (a)   the Landlord,  without abatement of Rent, shall be relieved of
                  any obligation  under this Lease to provide any service to the
                  affected areas during times when such areas are locked and the
                  Tenant is not available to provide access;

            (b)   the Tenant shall indemnify  Landlord against any expenses as a
                  result of a forced  entry to the  affected  areas which may be
                  required in an emergency; and

            (c)   the  Tenant  shall at the end of the  Term  and at  Landlord's
                  request remove such lock(s) at the Tenant's expense.

<PAGE>

9.       The  Tenant  shall  give the  Landlord  prompt  written  notices of any
         accident,  or any  defect in the water  pipes,  gas  pipes,  heating or
         cooling  apparatus,  telephone or electric  light or other wires in any
         part of the Premises which comes to the attention of the Tenant.


10.      The  Tenant  shall not  place on,  obstruct  or in any  manner  conduct
         business operations on the Common Facilities or distribute handbills or
         other advertising  matter in the Common Facilities  without the written
         consent of the Landlord.



11.      The Landlord shall have the right to make further  reasonable rules and
         regulations and to alter,  amend or cancel all rules and regulations as
         in its  judgment may from time to time be needed and all such rules and
         regulations,  to the extent they are applicable to the Tenant, shall be
         kept and  observed by Tenant.  The Landlord may from time to time waive
         any of such  rules and  regulations  and is not  liable  to Tenant  for
         breaches of them by the other tenant.


<PAGE>



                                  SCHEDULE "D" - LANDLORD'S PERMITTED EXPANSION,
                                  ADDITION AND BUILD AREA

Area illustrated in black

                                  SCHEDULE "D-1"- TENANT'S PERMITTED DEMOLITION
                                  AREA

Area illustrated in black


<PAGE>




                  TABLE OF CONTENTS



                                                  PAGE




1 -      BASIC TERMS                                1
         1.1    Term                                1
      (b) Commencement Date                         1
      (c) Expiry of Term                            1
         1.2 Base RentERROR!  BOOKMARK NOT DEFINED.
         1.3 Tenant's Estimates proportionate share
             of Operating Costs and Realty Taxes
         1.4    Deposit                             1
         1.5    Use of Premises                     1
         1.6    Option to Extend                    2

         1.7        Tenant's Work                   1
         1.8       Fixturing Period                 2
2 -      INTERPRETATION                             3
         2.1 -  Definitions                         3
         2.2 -  Severability                        8
         2.3 -  Number                              8
         2.4 -  Headings                            8
         2.5 -  Entire Agreement                    8
         2.6 -  Successors                          9
         2.7 -  Net-Net and Carefree Lease          9
         2.8 -  Metric Conversion                   9
         2.9 -  Landlord's Consent                  9
                ERROR! BOOKMARK NOT DEFINED.
         2.10   Building Standard                   9
3 -      PREMISES                                   9
         3.1 -  Demise of Premises                  9
4 -      COMMON FACILITIES                          9
         4.1 -  Use of Common Facilities            9
5 -      TERM                                       9
         5.1 -  Term of Lease                       9
         5.2 -  Planning Act                       10
6 -      RENT                                      10
         6.1 -  Base Rent                          10
         6.2 -  Monthly Instalments - Additional
                Rent                               10
         6.3 -  Deposit                            10
         6.4 -  Payment Arrangements               10
         6.5-       GST
         6.6 -  Remedies                           10
7 -      COVENANTS OF THE TENANT                   11
         7.1 -  Pay Rent                           11
         7.2 -  Utilities                          11
         7.3 -  Maintenance                        11
         7.4 -  Repairs and Maintenance            11
         7.5 -  Comply With All Laws               12
         7.6 -  Use and Operation                  12
         7.7 -  Landlord's Recovery                13
         7.8 -  Waste                              13
         7.9 - Compliance with Environmental
               Legislation                         14
         7.10 - Electrical and Other Service
                Facilities                         14
         7.11 - Alterations                        14
         7.12 - Right to Show Premises             15
         7.13 - Liability to Invitees, Licensees   15
         7.14 - Tenant's Indemnity of Landlord     15
         7.15     Heat                             13
         7.16 - Replacement of Bulbs               16
         7.17 - Maintenance of Services            16
         7.18 - Signs                              16
         -7.19 -Smoke-free Building                16
         7.20 - Energy Conservation-Conversion
                of Measurement Units               16

<PAGE>

8 -      TAXES                                     16
         8.1 -  Tenant's Taxes                     16
         8.2 -  Building Taxes                     17
         8.3 -  Periodic Payments                  17
         8.4 -  Other Taxes                        17
9 -      COVENANTS OF THE LANDLORD                 18
         9.1 -  Quiet Enjoyment                    18
         9.2 -  Fixtures                           18
         9.3 -  Maintenance of Common Facilities   18
         9.5-   Landlord's Taxes                   18
         9.6 -  Access                             18
         9.7 -  Electric PowerERROR! BOOKMARK
                NOT DEFINED.
10 -     ASSIGNING AND SUB-LETTING                 19
         10.1 - Covenant Against Assignment        19
         10.2 - Restrictions on Advertising
                Transfer                           19
         10.3 - Factors to be Considered           19
         10.4 - Terms of Consent                   19
         10.5 - Sale of Tenant's Business          19
         10.6 - Right to Terminate                 19
11 -     INSURANCE                                 20
         11.1 - Tenant's Insurance                 20
         11.2 - Contract Provisions                21
         11.3 - Use of Premises (Insurance)        21
         11.4 - Landlord's Insurance               22
12 -     REZONING, ADDITIONS                       22
         12.1 - Rezoning                           22
         12.2 - Additions                          22
13 -     DAMAGE, DESTRUCTION OR EXPROPRIATION      23
         13.1 - Abatement of Rent                  23
         13.2 - Damage in Last Year of Term        23
         13.3 - Lack of Proceeds                   23
         13.4 - Procedure on Termination           23
         13.5 - Expropriation                      23
         13.6 - Repair of Damage                   24
         13.7 - Consultant's Determination         24
14 -     TENANT'S DEFAULT                          24
         14.1 - Remedies of Landlord               24
      (c) - Termination                            24
      (d) - Recovery of Expenses                   24
      (e) - Right to Relet                         25
         14.2 - Cure Default                       25
         14.3 - Construction Liens                 25
         14.4 - Distress                           25
         14.5 - Interest                           26
         14.6 - Application of Receipts            26
         14.7 - Protection of Landlord             26
         14.8 - Abandonment of Goods               26
         14.9 - Lien on Trade Fixtures             26
15 -     BANKRUPTCY, ETC.                          27
         15.1 - Tenant's Insolvency                27
16 -     NOTICES                                   27
         16.1 - Delivery of Notices                27
17 -     LANDLORD'S COSTS AND CONSENTS             27
         17.1 - Legal Costs                        27
         17.2 - Other Expenses                     28
18 -     PRIOR INTERESTS                           28
         18.1 - Mortgagee's Priority               28
         18.2 - Priority of Lease                  28
         18.3 - Acknowledgements or Statements     28
         18.4 - Rights of Mortgagees               29
         18.5 - Non-Disturbance Agreement          29
19 -     MONTHLY TENANCY                           29
         19.1 - Monthly Tenancy                    29
20 -     GENERAL                                   29
         20.1 - No Waiver of Default               29
         20.2 - Remedies Cumulative                29
         20.3 - Assignment by Landlord             29
         20.4 - No Partnership                     29
         20.5 - No Option                          29
         20.6 - Registration of Notice             30
         20.7 - Rules and Regulations              30
         20.8 - No Contra Proferentum              30
21 -     DELAYS                                    30
         21.1 - Unavoidable Delay                  30
         21.2 - Failure of Landlord to Deliver
                Possession                         30
         SCHEDULE"A" - LEGAL DESCRIPTION
         SCHEDULE "B" - SKETCH OF BUILDING PREMISES
         SCHEDULE "B-1"-SKETCH OF LAND AREA
         SCHEDULE "C" - RULES AND REGULATIONS
         SCHEDULE "D" - LANDLORD'S PERMITTED EXPANSION, ADDITION, BUILD AREA
         SCHEDULE "D-1" TENANT'S PERMITTED DEMOLITION AREA