<PAGE>

EXHIBIT 10.9

FORM OF LEASE

              THIS LEASE dated as of the 15th day of September, 1998

BETWEEN:

               WARDEN-McPHERSON DEVELOPMENTS LTD.
               ---------------------------------

               (hereinafter called "Landlord")

                                                              OF THE FIRST PART;

                                    - and -

               THE SURFACE MOUNT TECHNOLOGY CENTRE INC.
               ----------------------------------------

               (hereinafter called "Tenant")

                                                             OF THE SECOND PART;

                                   ARTICLE I
                                   ---------

1.00 - LEASE SUMMARY
       -------------

1.01   Lease Summary
       -------------

       The following is a summary of some of the basic terms of this Lease. For
       details of the terms referred to below, recourse should be had to the
       balance of this Lease. This Section 1.01 is for convenience and if a
       conflict occurs between the provisions of this Section 1.01 and any other
       provisions of this Lease, the other provisions of this Lease shall
       govern.


       (a)   Premises:        A free standing building and adjacent lands
             --------
                              described as the Lands and Building and
                              municipally known as 625-635 Hood Road, Markham,
                              Ontario.

       (b)   Term:            Five (5) Years and Five (5) Months
             ----

       (c)   Commencement:    The earlier of December 1st, 1998, or the date
             ------------
                              upon which the Tenant first uses that part of the
                              Premises, which are described as 625 Hood Road,
                              Markham, Ontario.

        (d)  Expiry Date:     April 30th, 2004
             -----------

        (e)  Basic Rent:      The Basic Rent payable for those premises known
             ----------
                              municipally as 635 Hood Road, Markham, shall be
                              the annual sum of THREE HUNDRED AND SIX
<PAGE>

                              THOUSAND SEVEN HUNDRED AND SIX DOLLARS AND TWENTY-
                              FIVE CENTS ($306,706.25) payable at the rate of
                              SIX DOLLARS AND TWENTY-FIVE CENTS ($6.25) per
                              square foot based upon the area of the Premises
                              being FORTY-NINE THOUSAND AND SEVENTY-THREE
                              (49,073) Square Feet, payable in equal monthly
                              installments of TWENTY-FIVE THOUSAND FIVE HUNDRED
                              AND FIFTY-EIGHT DOLLARS AND EIGHTY-FIVE CENTS
                              ($25,558.85).

                              The Basic Rent payable for those premises known
                              municipally as 625 Hood Road, Markham, shall be
                              the annual sum of ONE HUNDRED AND EIGHTY-THREE
                              THOUSAND TWO HUNDRED AND SIXTY-ONE DOLLARS
                              ($183,261.00) payable at the rate of SIX DOLLARS
                              AND FIFTY CENTS ($6.50) per square foot based upon
                              the area of the Premises being TWENTY-EIGHT
                              THOUSAND ONE HUNDRED AND NINETY-FOUR (28,194)
                              Square Feet, payable in equal monthly installments
                              of FIFTEEN THOUSAND TWO HUNDRED AND SEVENTY-ONE
                              DOLLARS AND SEVENTY-FIVE CENTS ($15,271.75).

     (f)  Option to Renew:    The Tenant shall have one (1) option to renew for
          ---------------
                              a further period of Five (5) Years for the entire
                              Premises at the rate of SIX DOLLARS AND FIFTY
                              CENTS ($6.50) per square foot.

     (g)  Use of Premises:    Light Electronic Manufacturing, Warehousing,
          ---------------
                              Offices, together with such other uses permitted
                              by the applicable building by-laws of the Town of
                              Markham and the Landlord, such permission of the
                              Landlord not to be unreasonably withheld.

     (h)  Prepaid Rent:       The Landlord acknowledges the receipt of the sum
          ------------
                              of THIRTY THOUSAND FIVE HUNDRED AND FORTY-THREE
                              DOLLARS AND FIFTY CENTS ($30,543.50) to be applied
                              on account of the Basic Rent due for the first Two
                              (2) months of the Term of the Lease following the
                              expiry of the One (1) Month rent-free period,
                              which relates to only that part of the Premises
                              known municipally as 625 Hood Road, Markham,
                              Ontario.
<PAGE>

                                   ARTICLE II
                                   ----------

2.00 - DEFINITIONS
       -----------

2.01   Definitions
       -----------

       Where used in this Lease, the following words or phrases shall have the
       meanings set forth in the balance of this Article.

2.02   "Actual Floor Area" shall mean the actual floor area of the Premises as
       same shall be determined by the Landlord's architect, engineer or
       surveyor as soon as the demising walls separating the Premises from other
       areas of the Building are completed.

2.03   "Additional Rent" shall have the meaning ascribed to it in Section 5.03.

2.04   "Building" means the building located on the Lands and forming part of
       the Premises.

2.05   "Building Operating Costs" means the costs referred to in Section 5.03.

2.06   "Commencement Date" shall have the meaning ascribed to it in Section
       1.01(c).

2.07   "Environmental Audit" shall have the meaning ascribed to it in Section
       19.06.

2.08   "Goods and Services Tax" means any and all goods and services taxes,
       sales taxes, value added taxes, business transfer taxes or any other
       taxes imposed on the Landlord with respect to:

       (a)  the Basic Rent payable by the Tenant to the Landlord; or

       (b)  Additional Rent payable by the Tenant to the Landlord or payable by
            the Tenant directly as set out in this Lease; or

       (c)  all other amounts which are payable by the Tenant as set out in this
            Lease; pursuant to the Excise Tax Act or any subsequent legislation,
                                   --------------
            whether characterized as a goods and services tax, sales tax, value
            added tax, business transfer tax or otherwise.

2.09   "Lands" means the lands more particularly described in Schedule "A"
       hereto.

2.10   "Laws" means all statutes, regulations, bylaws, orders, rules,
       requirements, directions of all federal, provincial, municipal and other
       governmental authority having jurisdiction.

2.11   "Lease" means this Lease including all of the schedules attached hereto.

                                      -3-
<PAGE>

2.12  "Offer to Lease" means that certain Offer to Lease with respect to
      Premises known municipally as 625 Hood Road, Markham, made between the
      Landlord and the Tenant and executed by the Parties on September 3rd,
      1998, which is attached hereto as Schedule "F".

2.13  "Option to Purchase" shall having the meaning ascribed to it in Schedule
      "D".

2.14  "Option to Renew" shall have the meaning ascribed to it in Schedule "C".

2.15  "Realty Taxes" means all taxes, rates, duties, levies, fees, charges,
      local improvement rates, imposed charges, levies and assessments whatever
      (including school taxes, water and sewer taxes, extraordinary and special
      assessments and all rates, charges, excise levies, whether or not of the
      foregoing nature), and whether municipal, provincial, federal or
      otherwise, which may be levied, confirmed, imposed, assessed, charged,
      rated against the Lands and Buildings or any part thereof, and any
      fixtures, equipment or improvements therein, or against Landlord in
      respect of any of the same or in respect of any rental or other
      compensation receivable by Landlord in respect of the same, including any
      commercial concentration levy or any tax or duty imposed upon Landlord
      which is measured by or based in whole or in part directly upon the
      _______ payable under this Lease whether existing at the date hereof or
      hereafter imposed by any governmental authority including, without
      limitation, value added tax, goods or services tax, business transfer tax,
      retail sales tax, federal sales tax, excise taxes or _______ or any tax
      similar to the foregoing, but not including taxes which are based on
      ______ Landlord's profits which are of the nature of a corporate or
      personal income tax liability imposed on the landlord.

2.16  "Rent" shall have the meaning ascribed to it in Section 5.01 hereof.

2.17  "Rental Year" means a period of twelve (12) consecutive calendar months.

2.18  "Term" shall have the meaning ascribed to it in Section 4.02.

                                  ARTICLE III
                                  -----------

3.00 - INTENT OF LEASE
       ---------------

3.01   Net Lease
       ---------

       Save and except where provided to the contrary in this Lease, this Lease
       shall be to the Landlord and the Landlord shall not be responsible for
       any expense __ obligations of any kind whatsoever other than those
       obligations and expenses which are the responsibility of the Landlord
       hereunder.

                                   ARTICLE IV
                                   ----------

                                      -4-
<PAGE>

4.00 - LEASE OF PREMISES
       -----------------

4.01   Premises
       --------

       Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
       the Premises, subject to the provisions of this Lease Agreement and
       subject to the terms of the Offer to Lease. In the event that a conflict
       arises between the provisions of this Lease and the Offer to Lease, then
       the Offer to Lease shall govern.

4.02   Term
       ----

       The Term of the Lease shall be for the period described as the Term in
       Section 1.01(b) hereof, commencing on the Commencement Date and to be
       fully completed and ended on the date described as the Expiry Date in
       Section 1.01(d) hereof. Upon the commencement of the Term, the prior
       agreement entered into between the Landlord and Tenant with respect to
       that part of the Premises described as 635 Hood Road shall be deemed to
       be terminated and the within Agreement shall govern the relationship of
       the parties throughout the Term for the Premises; provided that the prior
       agreement will continue to apply to matters occurring in respect of 635
       Hood Road up to the commencement of the Term but not thereafter.

4.03   Quiet Enjoyment
       ---------------

       Subject to all of the terms of this Lease and subject to Tenant's paying
       all Rent and performing all material obligations whatsoever as and when
       the same are due to be paid and performed by Tenant, Tenant may peaceably
       possess and enjoy the Premises for the Term without interruption by
       Landlord or any person claiming by, from or under Landlord.

4.04   The Landlord shall pay all Realty Taxes and other costs and charges
       levied against the Premises and the Building in respect to which the
       Tenant has reimbursed the Landlord.

                                   ARTICLE V
                                   ---------

5.00 - RENT
       ----

5.01   Tenant to Pay
       -------------

       Tenant shall pay in lawful money of Canada at par at such address as
       shall be designated from time to time by Landlord, Basic Rent and
       Additional Rent (all of which are collectively herein sometimes referred
       to as "Rent") as herein provided without any deduction, set-off or
       abatement whatsoever, Tenant hereby agreeing to waive any rights it may
       have pursuant to the provisions of Section 35 of the Landlord and Tenant
       Act R.S.O.

                                      -5-
<PAGE>

       1980 or any other statutory provision to the same or similar effect and
       any other rights it may have at law to set-off.

5.02   Basic Rent
       ----------

       Commencing on the Commencement Date, Tenant shall pay to Landlord a fixed
       minimum annual rent ("Basic Rent") in the amount described as Basic Rent
       in Section 1.01(e) hereof, to be paid in equal monthly installments in
       advance on the first day of each month during the Term.

       In the event that the Actual Floor Area is different from the Floor Area
       set out in 1.01(a) and the Basic Rent is determined at a rate per square
       foot of Actual Floor Area, the Basic Rent shall be adjusted accordingly,
       based on the rental rate per square foot set out in 1.01(e).
<PAGE>

       If the first day upon which Rent is payable is other than the first day
       of a calendar month, the Tenant shall pay upon such date Rent from such
       date to the end of such month calculated at a daily rate of 1/365th of
       the annual Rent.

       The parties agree that with respect to the Premises known municipally as
       625 Hood Road, Markham, that there shall be no Basic Rent payable by the
       Tenant for the first Thirty (30) days of occupancy, and that Basic Rent
       for these Premises in the amount of FIFTEEN THOUSAND TWO HUNDRED AND
       SEVENTY-ONE DOLLARS AND SEVENTY-FIVE CENTS ($15,271.75) shall not be paid
       by the Tenant for the said Thirty (30) day period provided however that
       the Tenant shall be responsible for the payment of all Additional Rent
       from the Commencement Date forward.

5.03   Additional Rent.
       ---------------

       In addition to Basic Rent, Tenant shall pay to Landlord (i) all
       Additional Rent and other amounts as and when the same shall be due and
       payable pursuant to the provisions of this Lease all of which shall be
       deemed to accrue on a per diem basis; and (ii) all other amounts as and
       when the same shall be due and payable pursuant to any agreement related
       to the Premises, between Landlord and Tenant, all as such out in said
       separate agreement entered into between the Landlord and Tenant; all of
       such amounts whether originally payable pursuant to this Lease or
       otherwise, being herein sometimes referred to as "Additional Rent" and
       "Building Operating Costs".

5.04   Deemed Rent and Allocation
       --------------------------

       If Tenant defaults in payment of any Rent (whether to Landlord or
       otherwise) as and when the same is due and payable hereunder, Landlord
       shall have the same rights and remedies against Tenant (including rights
       of distress) upon such default as if such sum or sums were rent in
       arrears under this Lease. All Rent shall, as between the parties hereto,
       be deemed to be rent due on the date upon which such sum or sums were
       originally payable pursuant to this Lease and shall be paid in accordance
       with this Lease without any deduction, abatement or set-off whatsoever.

       No payment by Tenant or acceptance of payment by Landlord of any amount
       less than the full amount payable to Landlord, and no endorsement,
       direction or note on any cheque or other written instruction or statement
       respecting any payment by Tenant shall be deemed to constitute payment in
       full or an accord and satisfaction of any obligation of Tenant and
       Landlord may receive any such lesser amount and any such endorsement,
       direction, note, instruction or statement without prejudice to any of
       Landlord's other rights under this Lease or at law, whether or not
       Landlord notifies Tenant of any disagreement with or nonacceptance of any
       amount paid or any endorsement, direction, note, instruction or statement
       received.

                                      -7-
<PAGE>

5.05   Monthly Payments of Additional Rent
       -----------------------------------

       Landlord may from time to time estimate any amount(s) payable by Tenant
       pursuant to any provisions of this Lease for the then current or the next
       following Rental Year or, if applicable, any broken portion thereof and
       may notify Tenant in writing of the estimated amounts thus payable by
       Tenant. The amounts so estimated shall be payable by Tenant in advance in
       equal monthly installments over the Rental Year or broken portion
       thereof, such monthly installments being payable on the same day as the
       monthly payments of Basic Rent. Landlord may, from time to time,
       designate or alter the Rental year for which accounts shall be prepared
       covering the Building Operating Costs. Within Ninety (90) days following
       the expiration of each fiscal period, Landlord shall furnish to Tenant a
       statement of the actual expenses it has incurred which are the Tenant's
       responsibility for such Rental Year and shall make a final determination
       of the amounts payable by Tenant. If the amount determined to be payable
       by Tenant as aforesaid shall be greater or less than the payments on
       account thereof made by Tenant prior to the date of such determination,
       then the appropriate adjustments will be made and Tenant shall pay any
       deficiency to Landlord within thirty (30) days after delivery of such
       statement and final determination and if Tenant is not in default under
       the terms of the Lease, the amount of any overpayment shall be paid to or
       credited to the account of Tenant within thirty (30) days after the
       delivery of such statement.

       Landlord shall provide Tenant with copies of the invoices covering the
       expenses included in the statement of Building Operating Costs to be
       furnished annually to the Tenant.

                                   ARTICLE VI
                                   ----------

6.00 - REALTY TAXES
       ------------

6.01   Realty Tax Payable by Tenant
       ----------------------------

       Landlord shall have the right to require Tenant to pay all taxes and
       rates, municipal, parliamentary or otherwise, including electric and
       water rates for the normal supply of hot and cold water to the premises,
       assessed against the demised premises of the Landlord or Tenant on
       account thereof saving and excepting any business taxes and taxes upon
       personal property or income of the Tenant, license fees, or other taxes
       imposed upon the property, business or income of the Tenant. In the event
       that the Province of Ontario, Town or Markham, or any other relevant
       governmental authority abolishes or amends the business tax regime and
       adds the amount of business tax to the realty tax component of the
       Property of which the demised premises forms a part, then the Tenant
       shall pay the Landlord the increase in realty or other taxes which are
       the taxes which substitute for the Tenant's business taxes. To the extent
       of Realty Taxes received by Landlord from Tenant, Landlord shall pay same
       to the relevant taxing authority.

                                      -8-
<PAGE>

       Commencing on the Commencement Date and thereafter at all times
       throughout the Term, Tenant shall pay to Landlord in monthly installments
       based on Landlord's estimate of the Realty Taxes for the relevant Lease
       Year, or to the relevant taxing authority, if so requested by Landlord,
       not later than the time when they fall due the Realty Taxes, and other
       taxes, if any, levied, confirmed, imposed, assessed or charged (herein
       collectively or individually referred to as "charged") against or in
       respect of the Premises and all furnishings, fixtures, equipment,
       improvements and alterations in or forming part of the Premises.

6.02   Determination of Tenant's Realty Tax
       ------------------------------------

       Tenant's obligation to pay Realty Taxes and other taxes, if any, charged
       against the Premises shall be determined on the basis of separate tax
       bills or assessment notices respecting the Premises, where available. If
       the relevant taxing authority does not issue a separate tax bill
       respecting the Premises, then Tenant's obligation in respect of Realty
       Taxes shall be computed by applying the relevant tax rate to the
       applicable assessment of the Premises if the Premises have been
       separately assessed by the relevant assessing authority.

       Tenant shall also pay any increase in Realty Taxes assessed against the
       Building which may be levied as a result of any improvements made by
       Tenant to the Premises.

6.03   Tax Bills and Assessment Notices
       --------------------------------

       Tenant shall promptly delivery to Landlord forthwith upon Tenant's
       receiving the same:

       (a)  copies of all assessment notices, tax bills and any other documents
            received by Tenant related to Realty Taxes.

       (b)  receipts for payment of Realty Taxes and business taxes payable by
            Tenant pursuant hereto.

       On or before the expiry of each calendar year, in the event that the
       Landlord has requested that Tenant pay its share of Realty Taxes directly
       to the relevant taxing authority, Tenant shall provide to Landlord
       evidence satisfactory to Landlord that all Realty Taxes and business
       taxes payable by Tenant pursuant to the terms hereof up to the expiry of
       such calendar year, including all penalties and interest resulting from
       any delay in the payment of Realty Taxes and business taxes, have been
       duly paid.

6.04   Contest of Realty Taxes
       -----------------------

       Realty Taxes, or the assessments in respect of Realty Taxes which are the
       subject of any contest by Landlord or Tenant shall nonetheless be paid in
       accordance with the foregoing
<PAGE>

       provisions hereof, provided, however, that in the event Tenant shall have
       paid any amount in respect of Realty Taxes in excess of the amount
       ultimately found payable as a result of the disposition of any such
       contest, and Landlord receives a refund in respect of the Tenant's share
       thereof, if Tenant is not in default hereunder the appropriate amount of
       such refund shall be refunded to Tenant.

       Landlord may contest any Realty Taxes and appeal any assessments related
       thereto and may withdraw any such contest or appeal or may agree with the
       relevant authorities on any settlement, compromise or conclusion in
       respect thereof and Tenant consents to Landlord's so doing. Tenant shall
       co-operate with Landlord in respect of any such contest and appeal and
       shall make available to Landlord such information in respect thereof as
       Landlord requests. Tenant will execute forthwith on request all consents,
       authorizations or other documents as Landlord requests to give full
       effect to the foregoing.

       Tenant shall not contest any Realty Taxes or appeal any assessments
       related thereto without first notifying Landlord in writing.

6.05   Adjustments
       -----------

       Any amounts payable by Tenant on account of Realty Taxes shall be
       adjusted on a per diem basis in respect of any period not falling wholly
       within the Term, for which Realty Taxes are payable.

6.06   Goods and Services Taxes
       ------------------------

       The Tenant shall pay to the Landlord an amount equal to the Landlord's
       liability (pursuant to the applicable legislation) for any and all Goods
       and Services Taxes, levied, rated, charged or assessed in connection with
       this Lease, it being the intention of the parties that the Landlord shall
       be fully reimbursed by the Tenant with respect to the Tenant's liability
       for any and all Goods and Services Taxes payable by the Landlord. The
       amount of Goods and Services Taxes so payable by the Tenant shall be
       calculated by the landlord in accordance with the applicable legislation
       and shall be paid to the Landlord at the same time as the amounts, to
       which the Goods and Services Taxes or taxes apply, are payable to the
       Landlord under the terms of this Lease or upon demand at such other time
       or times as the Landlord from time to time determines. Despite any other
       paragraph or clause of this Lease, the amount payable by the Tenant under
       this paragraph shall be deemed to be a tax and not Rent but the Landlord
       shall have all of the same remedies for and rights of recovery of such
       amount as it has for recovery of Rent under this Lease and may require it
       to be paid in the same manner as Additional Rent for purposes of
       collection.

                                  ARTICLE VII
                                  -----------

7.00 - OPERATION OF PREMISES
       ---------------------

                                     -10-
<PAGE>

7.01   Operation of Premises by Tenant
       -------------------------------

       The Tenant at its own expense shall maintain, manage and operate the
       Premises in the same manner as a reasonable and prudent owner of same
       would do in a first class and reputable manner befitting the Premises and
       the age of the Building and in conformity with all Laws and present and
       future requirements of every governmental or other authority having
       jurisdiction and shall act diligently and use all proper and reasonable
       efforts consistent with good business practice.

7.02   Landlord May Perform or Pay
       ---------------------------

       In the event that Tenant fails to pay any cost or expense associated with
       or arising in connection with its use and operation, maintenance and
       repair of the Premises and including any and every obligation contained
       in this Lease or in the event Tenant fails to perform or fulfill any of
       its obligations hereunder, Landlord may pay or perform the same and shall
       be entitled to charge all of its costs and expenses together with an
       administrative charge of twenty (20%) percent in connection therewith to
       the Tenant as Additional Rent who shall pay them forthwith on demand.
       Landlord without prejudice and in addition to any other rights shall have
       the same remedies and may take the same steps for the recovery of all
       such sums as Landlord may take for the recovery of rent in arrears
       hereunder.

                                 ARTICLE VIII
                                 -------------

8.00 - USE OF PREMISES
       ---------------

8.01   Use of Premises
       ---------------

       Tenant covenants that it shall not use and shall not cause, suffer or
       permit the Premises to be used for any purpose other than as described as
       Use of Premises in Section 1.01(g) hereof without Landlord's prior
       written consent which may be withheld in Landlord's sole and absolute
       discretion.

8.02   Conduct of Business
       -------------------

       At all times throughout the Term, Tenant shall continuously, actively and
       diligently conduct its business in the whole of the Premises in an up-to-
       date first class and reputable manner.

8.03   Tenant's Fixtures
       -----------------

       Tenant shall install and maintain at all times during the Term in the
       Premises first-class trade fixtures including furnishings and equipment
       adequate and appropriate for the

                                     -11-
<PAGE>

       business to be conducted on the Premises and of no less a quality or
       quantity than whatever is usual for such type of business, all of which
       shall be kept in good order and condition.

       Tenant may not remove any trade fixtures or other contents of the
       Premises therefrom other than in the ordinary course of business except
       that, with the prior written consent of Landlord, Tenant may remove such
       trade fixtures provided that Tenant provides evidence satisfactory to
       Landlord that it is substituting therefor trade fixtures at least equal
       in value and function to those being removed.

8.04   Signs
       -----

       The Tenant shall have the right to erect signs on or about the Premises
       (except on or from the roof) advertising its business, provided that such
       signs are first approved in writing by the Landlord and such signs shall:

       (a)  comply with all applicable bylaws and regulations;

       (b)  be maintained in good repair by the Tenant and

       (c)  not be erected if to do the same would weaken or impair the
            structural strength of the Building;

       (d)  at Landlord's request be removed on termination of the Lease.

       The Tenant shall upon removal of such signs repair any damage caused by
       their installation or removal.

8.05   Waste Removal
       -------------

       Tenant shall not allow any refuse, garbage or any loose or objectionable
       material to accumulate in or about the Premises and will at all times
       keep the Premises in a clean and neat condition. Tenant shall comply with
       Landlord's regulations respecting the removal of waste and Tenant shall
       at its own expense removal all waste from the Premises. Until removed
       from the Premises, all waste from the Premises shall be kept in
       appropriate containers.

8.06   Pest Control
       ------------

       Tenant shall be responsible for pest extermination in respect of the
       Premises and shall engage, for such purpose, such contractors and at such
       intervals as Landlord shall require.

8.07   Waste and Nuisance
       ------------------

                                     -12-
<PAGE>

       (a)  Tenant shall not cause, suffer or permit any waste or damage to the
            Premises or leasehold improvements, fixtures or equipment therein
            nor permit any overloading of the floors thereof and shall not use
            or permit to be used any part of the Premises for any dangerous,
            noxious or offensive activity or goods and shall not do anything or
            permit anything to be done upon or about the Premises nor anything
            to be brought thereon which Landlord may reasonably deem to be
            hazardous or a nuisance or annoyance. Tenant shall take every
            reasonable precaution to protect the Premises from risk of damage by
            fire, water or the elements or any other cause.

       (b)  Tenant shall not use any advertising transmitting or other media or
            transmissions of any kind, or other devices in a manner which can be
            heard, seen, or received outside the Premises, or which would in any
            way interfere with any communications or other systems outside the
            Premises.

8.08   Compliance with Law
       -------------------

       (a)  Tenant shall be solely responsible for obtaining from all
            authorities having jurisdiction all necessary permits, licenses and
            approvals as may be necessary to permit Tenant to hold this Lease
            and to occupy the Premises and conduct its business thereon, as
            required by all applicable Laws, including, without limiting the
            generality of the foregoing, any necessary extra provincial license,
            any necessary license and any necessary approvals under the Foreign
            Investment Review Act (Canada).

            Tenant shall be responsible for and shall comply at its own expense
            with all applicable Laws respecting the use, condition and
            occupation of the Premises, and all leasehold improvements, trade
            fixtures, furniture, fixtures, equipment and contents thereof
            (collectively called "Contents") and Tenant shall promptly perform
            all necessary repairs, alterations, changes and improvements to the
            Premises and Tenant's business, use, or occupancy thereof and the
            Contents in order to comply with all of such Laws.

       (b)  Tenant shall provide Landlord on request with evidence satisfactory
            to Landlord acting responsibly that Tenant has obtained and is
            complying with the terms of all applicable Laws, licences, approvals
            and permits from time to time.

8.09   Prohibited Uses
       ---------------

       If, in the opinion of Landlord, Tenant is in breach of any of the
       provisions of this Article, Tenant shall immediately discontinue such
       breach upon Landlord's written request.


                                  ARTICLE IX
                                  -----------

                                     -13-
<PAGE>

9.00 - SERVICES AND UTILITIES
       ----------------------

9.01   Utilities
       ---------

       (a)  Tenant shall be solely responsible for supplying all utilities,
            heating and air-conditioning equipment in such manner as a
            reasonable, prudent owner of the Premises would do. Tenant shall
            promptly pay for, as and when they fall due, all costs of supplying
            hot and cold water, electricity, fuel, gas, steam, sewer charges and
            other utilities, forms of energy, or other services to or used in
            respect of the Premises and the Tenant's operation therein.

       (b)  If the heating and cooling equipment shall require maintenance,
            repair or replacement, Tenant shall promptly arrange for the
            necessary work to be done at its expenses by contractors approved by
            the Landlord, or Landlord may at its option, attend to the same at
            Tenant's expense with reasonable promptness having regard to the
            then existing climatic conditions but in any event Landlord, having
            so attended, shall not be liable for any losses or damages arising
            from the resulting lack of heating or cooling and, in any event,
            Landlord shall not be liable for any indirect or consequential
            losses or damages or any damages for personal discomfort arising
            from any lack of heating or cooling unless caused as a result of the
            negligence of the Landlord or those for whom it is in law
            responsible.

       (c)  Tenant shall promptly pay as and when the same shall be payable all
            costs for all fittings, machine apparatus, connections, including,
            but not limited to telephone installation, and meters and all work,
            services and rental charges, charged or performed in connection with
            any services or utilities provided to or in respect of the Premises
            including the costs of maintaining and repairing all such items.
            Tenant shall pay the total cost of and carry out any replacement of
            electric light bulbs, tubes, starters and ballasts in the Premises.

       (d)  Tenant's use of any such utilities shall not exceed the available
            capacity of the existing systems from time to time. If Tenant
            desires at any time to obtain any such utilities in excess of such
            available capacity, Tenant may supply and install at its expense any
            special wires, conducts or other equipment necessary to provide such
            additional capacity subject to the prior written consent of
            Landlord.

       (e)  Landlord shall not be responsible for the inadequacy of any heating
            or cooling of the Premises if (i) the use or occupancy of the
            Premises, or (ii) the electrical or other power consumed on the
            Premises, or (iii) the configuration of partitions or other items on
            the Premises, or (iv) the failure of Tenant to keep the equipment in
            good maintenance or repair or (v) the failure of Tenant to
            adequately shade exterior windows, interferes with or impairs the
            functioning of equipment for heating or cooling of the Premises.

                                     -14-
<PAGE>

9.02    Non-Liability of Landlord
        -------------------------

        Landlord shall not be liable for any damages, direct or indirect,
        resulting from or contributed to by any interruption or cessation of or
        failure in supply of any utilities, or any heating or air-conditioning
        equipment or any other systems or equipment on the Premises. Without
        limiting the generality of the foregoing, Landlord shall not be liable
        for and Tenant shall indemnify Landlord and save Landlord harmless from
        and against any and all indirect or consequential damages or damages for
        personal discomfort or illness of Tenant or any persons permitted by it
        to be on the Premises by reason of the suspension, non-operation, or
        failure for any period of time of any utilities, heating or air-
        conditioning equipment or any other systems or equipment on the
        Premises.

9.03    Landlord's Suspension of Utilities, etc.
        ----------------------------------------

        Should Landlord at any time wish to effect or make any inspection or any
        maintenance, repairs, replacements, alterations or improvements to any
        utilities, heating or air-conditioning equipment or systems
        (notwithstanding that Landlord has no obligation to do so), Landlord
        shall have the right, on at least 4 day's written notice to the Tenant,
        or with no prior notice in the event of an emergency, without any
        liability and without thereby constituting an interference with Tenant's
        rights under this Lease or a breach by Landlord of this Lease, and
        without thereby entitling Tenant to any rights in respect thereof, to
        discontinue, suspend or modify any utilities, heating, air-conditioning
        and other systems at such time or times and from time to time in order
        to allow the Landlord to do so, all with the consent of the Tenant,
        unless the Landlord is of the opinion, acting reasonably, that an
        emergency exists in which event the Landlord shall be permitted to
        perform such work without the consent of the Tenant. The costs incurred
        by the Landlord in connection with any of the above shall be payable by
        the Tenant forthwith on demand, and shall be recoverable by the Landlord
        as additional rent.

                                   ARTICLE X
                                   ---------

10.00 - MAINTENANCE, REPAIRS AND ALTERATIONS
        ------------------------------------

10.01   Maintenance and Repairs of Premises
        -----------------------------------

        (a)  At all times throughout the Term the Tenant at its sole expense
             shall perform or cause to be performed maintenance, decoration,
             repairs and replacements to keep the Premises and all the contents
             thereof and all services, equipment and systems located in or
             serving the Premises, at all times in first-class appearance and
             condition in accordance with the age of the Building, and in
             accordance with all Laws. Provided always that the Tenant's
             obligation to maintain and repair under this Lease Agreement shall
             be restricted to maintaining the Premises to a standard

                                     -15-
<PAGE>

          no higher than the Premises were in when the Tenant first occupied the
          Premises under this Lease, save and except for:

          (i)   reasonable wear and tear;

          (ii)  all repairs and replacements to the structural components of the
                Building and the Premises or those resulting from any inadequacy
                of design and construction of the Building all of which shall be
                the responsibility of the Landlord at its sole expense, as
                provided in Section 10.01(b); and

          (iii) damage by fire, including water and smoke damage and other
                casualties in respect of which the Landlord is required pursuant
                to the terms of this Lease to insure.

          Provided that the Tenant shall only be required to pay the amortized
          value (based upon their life expectancy) of the cost of those repairs
          and replacements which are its responsibility hereunder and which are
          properly characterized as "capital" in nature in accordance with
          generally accepted accounting principles.

     (b)  Subject to the provisions of paragraph 10.01(a), the Landlord
          covenants and agrees that it shall be responsible and that it shall at
          its expense keep in good and reasonable state of repair the structural
          elements of the Building and the Premises including all footings, the
          foundation, floor, load bearing walls, supporting columns and roof.
          The Landlord shall undertake any such repairs promptly upon receipt of
          notice from the Tenant in accordance with the provisions of this
          Lease. Provided however that the Tenant shall be responsible for any
          damage caused by it to the structural elements of the Building and the
          Premises subject to the Landlord's right to recover from any insurer
          of the Premises any sums due to it pursuant to any policies of
          indemnity.

10.02     Approval of Repairs and Alterations
          -----------------------------------

     (a)  Tenant shall not make any repairs, replacements, changes, additions,
          improvements or alterations (hereinafter in this Article X referred to
          as "Alterations") to the Premises without Landlord's prior written
          consent, which consent shall not be unreasonably withheld unless such
          proposed Alterations might (i) in any way affect the structure of the
          Premises, any demising walls or entrances, or the coverage of the
          Lands for zoning purposes; or (ii) in the opinion of Landlord,
          detrimentally affect the appearance or quality of the Premises, or
          impair the value or usefulness of the Premises, in either of which
          events such consent may be withheld in Landlord's sole discretion.

                                     -16-
<PAGE>

     (b)  With its request for Landlord's consent, Tenant shall submit to
          Landlord details of the proposed Alterations including plans and
          specifications in respect thereof prepared by qualified architects or
          engineers, and which Alterations shall be completed in accordance with
          the plans and specifications approved in writing by Landlord.

     (c)  Unless expressly authorized in writing by Landlord to the contrary,
          all Alterations which might cost in excess of Ten thousand
          ($10,000,000) dollars to complete or which might affect the structure
          of mechanical or electrical systems of the Premises, shall be
          conducted under the supervision of a qualified architect or engineer
          approved by Landlord, such approval not to be unreasonably withheld.

     (d)  All Alterations shall be planned and completed in compliance with all
          Laws and Tenant shall, prior to commencing any Alterations, obtain, at
          its expense, all necessary permits and licenses and provide evidence
          thereof satisfactory to Landlord.

     (e)  Tenant shall, prior to the commencement of any such Alterations
          furnish to Landlord at Tenant's expense such evidence as reasonably
          required by Landlord of the projected cost of Alterations together
          with such indemnification against costs, liens and damages as Landlord
          shall reasonably require including, if required by Landlord, a
          performance bond in such terms and issued by such company as shall be
          acceptable to Landlord in its sole discretion in an amount at least
          equal to the estimated cost of such Alterations, guaranteeing
          completion within a reasonable time of such Alterations free and clear
          of any liens or encumbrances.

     (f)  All Alterations shall be performed without any disruption to other
          tenants of the Building and promptly and in a good and workmanlike
          manner and in compliance with Landlord's rules and regulations by
          competent contractors or workmen who shall be designated or approved
          by Landlord.

     (g)  If Tenant performs any such Alterations without compliance with all of
          the foregoing provisions of this Article X, Landlord, without
          prejudice to and without limiting Landlord's other rights pursuant to
          this Lease and at law, shall have the right to require Tenant to cease
          and/or remove such Alterations forthwith.

10.03 Repair According to Landlord's Notice
      -------------------------------------

      Landlord or any persons designated by it shall have the right to enter the
      Premises at any time on notice to the Tenant to view the state of repair,
      condition and use thereof and Tenant shall promptly perform any
      maintenance, decoration, repairs, replacements or Alterations according to
      written notice from Landlord if same are the responsibility of the Tenant
      hereunder. In the event that the Tenant shall refuse or neglect to make
      forthwith

                                     -17-
<PAGE>

      the repairs referred to in any such notice, the Lessor may make the same
      and the costs thereof, together with reasonable compensation to the
      Landlord for administration and/or supervision of the work required, shall
      be paid forthwith by the Tenant as additional rent.

10.04 Notice by Tenant
      ----------------

      Tenant shall give immediate written notice to Landlord of any accident,
      defect, damage or deficiency in any part of the Premises, which comes to
      the attention of Tenant or any of its employees or contractors
      notwithstanding the fact that Landlord has no obligation in respect of the
      same. The provisions of this Section 10.04 shall not be interpreted so as
      to imply or impose any obligation whatsoever upon Landlord.

10.05 Ownership of Leasehold Improvements
      -----------------------------------

      All leasehold improvements installed in the Premises shall forthwith upon
      the installation thereof become the absolute property of Landlord without
      compensation therefor but without Landlord's having or thereby accepting
      any responsibility in respect of the maintenance, repair or replacement
      thereof, all of which shall be Tenant's responsibility. The expression
      "Leasehold Improvements" where used in this Lease includes, without
      limitation, all fixtures, improvements, installations, alterations and
      additions from time to time made, erected or installed in or about the
      Premises, and includes all the following, whether or not easily
      disconnected and moveable: doors partitions and hardware, mechanical,
      electrical and utility installations, carpeting, drapes, other floor and
      window coverings, and drapery hardware, and decorations of any kind,
      heating, ventilating, air conditioning and humidity control equipment,
      lighting fixtures, built-in furniture and furnishings, all counters in any
      way connected to the Premises or to any utility services located therein.

      The only exclusions from "Leasehold Improvements" are free-standing
      furniture, trade fixtures and equipment in the Premises or to any utility
      systems located therein, and all manufacturing and office equipment and
      all related piping, supports, wiring and the like that may be connected to
      the Premises.

10.06 Construction Liens
      ------------------

      Tenant shall make all payments and take all steps necessary to ensure that
      no lien or other charge is registered against the Lands or any portion
      thereof or against either Landlord's or Tenant's interest therein as a
      result of any work done or material supplied to Tenant or the Premises.
      Tenant shall cause any such registrations to be discharged or vacated
      immediately after notice from Landlord, or within thirty (30) days after
      registration, whichever is earlier.

                                     -18-
<PAGE>

        Tenant shall indemnify and save harmless Landlord from and against any
        Liabilities, claims, damages, costs or expenses, including legal
        expenses, arising in connection with any work done or materials supplied
        in respect of the Premises.

        If Tenant permits there to be registered or fails to cause any such
        registration to be discharged or vacated as aforesaid, then, in addition
        to any other rights of Landlord, Landlord may, but shall not be obliged
        to, discharge or vacate the same by paying the amount claimed to be due
        together with any other amounts into court or otherwise as Landlord
        determines, including legal fees and disbursements, in thus arranging
        for the discharging or vacating of any such liens or certificates of
        action and all amounts so paid by Landlord shall be paid by Tenant to
        Landlord forthwith upon demand together with reasonable compensation to
        landlord for administration in respect thereof.

                                  ARTICLE XI
                                  ----------

11.00 - END OF TERM
-------------------

11.01   Vacating of Possession
        ----------------------

        Forthwith upon the expiry or earlier termination of the Term, Tenant
        shall peaceably deliver to landlord vacant possession of the Premises in
        such condition in which Tenant is required to maintain and keep the
        Premises during the Term pursuant hereto and shall leave the Premises in
        a neat, clean and broom-swept condition and Tenant shall deliver all
        keys for the Premises and all keys or combinations to locks on doors,
        safes or vaults within the Premises.

11.02   Removal of Trade Fixtures
        -------------------------

        Provided that Tenant has paid all Rent to the date of expiry or earlier
        termination of the Term and any and all damages and other amounts
        payable by Tenant to Landlord for any reason whatever and provided
        Tenant is not otherwise in default hereunder, or if otherwise authorized
        or requested by the Landlord, Tenant shall at the expiry or earlier
        termination of the Term remove its trade fixtures and shall repair all
        damage or injury caused to the Premises resulting from the installation
        or removal of such trade fixtures. Other than as provided above, Tenant
        shall not remove trade fixtures from the Premises.

        If at the expiry or earlier termination of the Term, Tenant does not
        remove its trade fixtures or any of its other property on the Premises,
        Landlord shall have no obligation in respect of any such trade fixtures
        or property and may sell or destroy the same or have them removed or
        stored at the expense of Tenant or dispose of discretion; at the option
        of Landlord, such trade fixtures or property not removed at the expiry
        or earlier termination of the Term shall become the absolute property of
        Landlord without payment of any

                                     -19-
<PAGE>

        compensation therefor to Tenant and may be dealt with by Landlord in
        such manner as it determines.

11.03   Overholding by Tenant
        ---------------------

        If Tenant remains in possession of all or any part of the Premises after
        the expiry of the Term with the consent of Landlord and without any
        further written agreement, this Lease shall not be deemed thereby to
        have been renewed and Tenant shall be deemed conclusively to be
        occupying the Premises as a monthly tenant on the same terms as set
        forth in this Lease so far as they are applicable to a monthly tenancy
        except the monthly Rent shall be 200% of an amount determined by taking
        1/12 of the Rent payable for the period of the last twelve months of the
        Term.

                                  ARTICLE XII
                                  -----------

12.00 - DAMAGE AND DESTRUCTION
------------------------------

12.01   Termination of Lease
        --------------------

        If any part of the Premises is damaged or destroyed and either, -

        (a)  in the opinion of Landlord acting reasonably, the damage or
             destruction cannot be repaired or rebuilt within one hundred and
             eighty (180) days after the damage or destruction; or

        (b)  such damage or destruction is caused by an occurrence against which
             Landlord is not insured or required to insure or the cost of
             repairs of which would be in excess of the amount which Landlord is
             required to insure pursuant hereto or is otherwise insured; or

        (c)  such damage or destruction occurs within two (2) years prior to the
             expiry of the Term and either there are no remaining rights in
             Landlord or Tenant to extend or renew this Lease or Landlord or
             Tenant, having the right to renew or extend this Lease, fails to do
             so within fifteen (15) days after such occurrence:

        Landlord may, at its option to be exercised by written notice given to
        Tenant within Thirty (30) days after such occurrence, terminate this
        Lease whereupon Tenant will immediately surrender the Premises and all
        its interest therein to Landlord, and Basic Rent and all other payments
        for which Tenant is liable pursuant to this Lease shall be apportioned
        to the date of occurrence. Tenant will remain liable to Landlord for all
        sums accrued due under this Lease to the date of such occurrence, and
        Landlord may re-enter and repossess the Premises.

                                     -20-
<PAGE>

12.02 Repair and Re-Building
      ----------------------

      If this Lease is not terminated pursuant to this Article XII:

      (a) Landlord, to the extent of insurance proceeds which Landlord receives,
          and to the extent that any mortgagee entitle to be paid such insurance
          proceeds consents to the use of same for repair of such damage or
          destruction, shall diligently proceed to perform such repairs to the
          Premises to the extent of insurance proceeds being available. Within
          thirty (30) days after Landlord has completed its repairs, Tenant
          shall complete any necessary repairs to the Premises to render the
          Premises usable for Tenant's purposes and shall fully fixture, stock
          and staff the Premises and recommence the operation of Tenant's
          business.

      (b) Except to the extent of insurance proceeds received by the Landlord
          for the repair of the Premises, Tenant acknowledges that its
          obligations to repair the Premises after damage or destruction as
          aforesaid or otherwise shall be performed at Tenant's sole cost unless
          such damage or destruction was caused by Landlord's fault or
          negligence and whether or not Landlord had at any time made any
          contribution to the cost of supply, installation or construction of
          any Leasehold Improvements in the Premises.

      (c) Landlord, in performing its repairs to the Premises or the Common
          Facilities as required hereby shall not be obliged to repair or
          rebuild in accordance with plans or specifications for the Premises as
          they existed prior to such damage or destruction, but Landlord may
          repair or rebuild the same in accordance with any plans and
          specifications chosen by Landlord in its sole and absolute discretion
          provided that Tenant's use and occupancy of and access to the Premises
          and the general overall usability of the Premises are not materially
          detrimentally affected by any difference in plans, specifications, or
          form of the Premises or from such plans, specifications and form as
          the same existed immediately prior to the occurrence of such damage or
          destruction.

12.03 Abatement
      ---------

      (a) If the damage or destruction is such as to render the whole or any
          part of the Premises unusable for the purpose of Tenant's use as
          permitted hereby, then Basic Rent and Additional Rent shall abate from
          the date of the damage or destruction until the Premises are again
          usable by Tenant for the purpose intended. Basic Rent and Additional
          Rent shall abate to the extent that Tenant's use and occupancy of the
          Premises is in fact diminished, which determination shall be made by
          Landlord in its sole discretion acting reasonably. The abatement will
          diminish proportionately as repairs are made and more of the Premises
          is returned to a usable state.

                                     -21-
<PAGE>

        (b)  Notwithstanding any other provision of this Section 12.03 to the
             extent that any part of the Premises remains unusable because
             Tenant's repairs have not been completed, no abatement of Basic
             Rent will extend beyond the date by which, in the opinion of
             Landlord arrived at on a reasonable basis, Tenant's repairs would
             have been completed had Tenant exercised reasonable diligence.

12.04   Determination of Matters
        ------------------------

        For the purposes of this Article XII, all matters requiring
        determination such as, without limitation, the extent to which any
        area(s) of the Premises are damaged, or are not capable of being used,
        or the times within which repairs may be made, shall be determined by
        Landlord acting reasonably, such determination to be final and binding
        on the parties.

                                 ARTICLE XIII
                                 ------------

13.00 - INSURANCE AND INDEMNITY
-------------------------------

13.01   Landlord's Insurance
        --------------------

        Landlord shall obtain in full force and effect during the Term with
        respect to the Premises insurance against such occurrences and in such
        amounts and on such terms and conditions and with such deductible(s) as
        would be carried by a prudent owner of a comparable building in the
        Greater Toronto area. Unless and until otherwise determined by Landlord,
        such insurance shall include, without limitation:

        (a)  insurance on the Building and improvements and equipment contained
             therein owned or leased by Landlord or which Landlord desires to
             insure, for full replacement cost, against damage by fire,
             lightning, explosion, sprinkler leakage and other risks contained
             in fire insurance policies with endorsements generally known as
             extended coverage and riot vandalism and malicious acts,
             endorsements or, at Landlord's option, all risks and insurance;

        (b)  boiler and machinery insurance on such insurable objects as
             Landlord may elect to insure;

        (c)  rental income insurance covering such occurrences, in such form,
             and with such period of indemnity as Landlord may determine;

        (d)  public liability insurance; and

        (e)  such other insurance and insurance in such amounts and on such
             terms as Landlord, in its discretion, may determine.

                                     -22-
<PAGE>

        Notwithstanding that Tenant shall be contributing to or paying for
        Landlord's costs and premiums respecting such insurance pursuant to the
        terms of this Lease, Tenant shall not have any insurable or other
        interest in any of Landlord's insurance other than the rights, if any,
        expressly set forth in this Lease or in any policy of insurance obtained
        by Landlord, and, in any event, Tenant shall not have any interest in or
        any right to recover any proceeds under any of Landlord's insurance
        policies. All insurance policies required pursuant to this Lease shall
        provide for a waiver of subrogation in favor of the Landlord or the
        Tenant as the case may be. The Landlord hereby releases the Tenant from
        any liability for loss to the extent of all insurance proceeds paid
        under policies of insurance carried by the Landlord or which would have
        been paid if the Landlord had maintained the insurance it is required to
        maintain under this Lease. The Landlord shall furnish to the Tenant
        certified copies of all such policies, and shall provide written
        evidence of the continuation of such policies not less than Ten (10)
        days prior to their respective expiry dates.

13.02   Commencing on the Commencement Date and thereafter at all times
        throughout the term, Tenant shall pay to Landlord or as the Landlord may
        direct not later than the time when they shall fall due, all premiums
        and costs payable by the Landlord to obtain the above insurance.

13.03   Tenant's Effect on Other Insurance
        ----------------------------------

        (a)  Tenant shall not do and shall not cause, suffer or permit to be
             done or omitted to be done by any of its servants, agents,
             contractors, or persons for whom Tenant is in law responsible
             anywhere on the Premises or by any person in, on or about the
             Premises and shall not permit there to be on the Premises anything
             which might:

             (i)   result in any increase in the cost of any insurance policies
                   of Landlord;

             (ii)  result in an actual or threatened cancellation of or adverse
                   change in any policy of insurance of Landlord; or

             (iii) be prohibited by any policy or insurance of Landlord in force
                   from time to time in respect of the Premises or any part or
                   contents thereof.

        (b)  If the cost of any insurance policies of Landlord on or related to
             the Building, the Premises or any part or contents thereof shall be
             increased as a result of:

             (i)   the use or occupancy of the Premises by Tenant or any other
                   person on the Premises;

             (ii)  anything kept or permitted to be kept by Tenant or by any
                   person anywhere in the Premises; or

                                     -23-
<PAGE>

             (iii) any act or omission of Tenant or any person in the Premises.

             Tenant shall pay the full of such increase in cost to landlord
             forthwith upon demand.

             In determining Tenant's responsibility for any increased cost of
             insurance as aforesaid, a statement issued by the organization,
             company or insurer establishing the insurance premiums or rates for
             the relevant policy shall be conclusive evidence of the various
             components of such premiums or rates and the factors giving rise to
             any increase therein.

        (c)  In the event of an actual or threatened cancellation of or adverse
             change in any policy of insurance obtained by the Landlord, on or
             related to the Building or the Premises, or any part or contents
             thereof, by reason of:

             (i)  the use or occupancy of the Premises by Tenant or any other
                  person permitted by Tenant on the Premises; or

             (ii) anything placed on or permitted by Tenant or any person in the
                  Premises and if Tenant fails to remedy the situation,
                  condition, use, occupancy or other factor giving rise to such
                  actual or threatened cancellation or change within twenty-four
                  (24) hours after notice thereof by Landlord,

        Landlord may, at its option, either:

             (i)  terminate this Lease forthwith by written notice; or

             (ii) remedy the situation, condition, use, occupancy or other
                  factor giving rise to such actual or threatened cancellation
                  or change, all at the cost of Tenant to be paid to Landlord
                  forthwith upon demand; for any or all of such purposes as set
                  forth in this subsection (ii) Landlord shall have the right to
                  enter upon the Premises without further notice.

13.04   Tenant's Insurance
        ------------------

        The Tenant shall maintain during the Term (i) all risks insurance upon
        property owned by the Tenant or for which it is liable (including glass)
        and which is located on the Premises including, without limitation,
        furniture fittings, installations, alterations, additions, partitions
        and fixtures or anything in the nature of a leasehold improvement made
        or installed by or on behalf of the Tenant in an amount equal to the
        full replacement cost thereof; (ii) comprehensive general liability
        insurance against claims for death, personal injury and property damage
        in or about the Premises in amounts satisfactory from time to time to
        the Landlord acting reasonably but in any event in an amount not less
        than

                                     -24-
<PAGE>

        $5,000,000.00 per occurrence for personal injury and property damage;
        (iii) tenant's legal liability insurance for limits satisfactory from
        time to time to the Landlord acting reasonably; (iv) Business
        interruption insurance; and (v) such other insurance as Landlord may
        from time to time require. Each such policy shall be in form and with
        insurers acceptable to the Landlord. The insurance described in
        paragraphs (i) and (ii) above shall name the Landlord and anyone
        designated in writing by the Landlord as Mortgagee as additional
        insureds as their interests may appear. All property damage and public
        liability insurance shall contain a provision for cross-liability or
        severability of interest as between the Landlord and the Tenant. The
        Tenant hereby releases the Landlord from any liability for loss to the
        extent of all insurance proceeds under policies of insurance carried by
        the Tenant or which would have been paid if the Tenant had maintained
        the insurance it is required to maintain under this Lease. Such policies
        shall contain an endorsement requiring the insurers under such policies
        to notify the Landlord in writing at least thirty (30) days prior to any
        material change or cancellation thereof. The Tenant shall furnish to the
        Landlord certified copies of all such policies for its acceptance, as
        aforesaid, and shall provide written evidence of the continuation of
        such policies not less than ten days prior to their respective expiry
        dates. The cost or premium for each and every such policy shall be paid
        by the Tenant. If the Tenant fails to maintain such insurance, the
        Landlord shall have the right, but not the obligation or any liability
        to do so, to pay the cost or premium therefor, and in such event the
        Tenant shall repay to the Landlord, as Additional Rent, forthwith on
        demand the amount so paid.

13.05   Tenant agrees that Landlord shall not be liable or responsible for any
        injury or death to any person or for any loss or damage to any property
        at any time, in, on or about the Premises, unless any such death,
        injury, loss or damage is caused or attributed to the negligence of the
        Landlord, its servants, agents, employees, contractors or persons for
        whom Landlord is in law responsible in performing any of its obligations
        hereunder or unless such matter is covered by any policy of insurance
        required to be maintained by the Landlord. Without limiting the
        generality of the foregoing, Landlord shall not be liable or responsible
        for any injury, death, loss or damage to any persons or property caused
        or contributed to by any of the following: steam, water, rain, snow,
        electricity, gas or failing plaster; or by dampness or leaks from any
        pipes, appliances, plumbing works, roof, exterior walls or any other
        source whatsoever. All property kept or stored in or about the Premises
        shall be at the sole risk of the Tenant and the Tenant shall indemnify
        the Landlord and save it harmless in respect of the same. Without in any
        way limiting or affecting the generality or interpretation of the
        foregoing provisions of this Section 13.05, it is agreed that the
        Landlord shall in no event be liable for any indirect or consequential
        damages suffered by Tenant or any person arising therefrom except if
        arising from the Landlord's gross negligence. Similarly, the Tenant
        shall in no event be liable for any indirect or consequential damages
        suffered by the Landlord or any person arising therefrom except if
        arising from the Tenant's gross negligence in performing any of its
        obligations pursuant to this Lease.

                                     -25-
<PAGE>

13.06   Indemnity of Landlord
        ---------------------

        Tenant shall indemnify Landlord and all of its servants, agents,
        employees, contractors and persons for whom Landlord is in law
        responsible and shall hold them and each of them harmless from and
        against any and all liabilities, claims, damages, losses and expenses,
        including all legal fees and disbursements, due to, arising from or to
        the extent contributed to by the negligence of the Tenant or those for
        whom it is at law responsible:

        (a) any breach by Tenant of any of the provisions of this Lease;

        (b) any act or omission of any person on the Premises or any use of
            machinery, equipment or other articles in the Premises;

        (c) any act or omission of Tenant or any of its servants, agents,
            employees, invitees, licensees, sub-tenants, concessionaires,
            contractors or persons for whom Tenant is in law responsible on the
            Premises.

        (d) any injury, death or damage to persons or property of Tenant or its
            servants, agents, employees, customers, contractors or any other
            persons on or near the Premises by or with the invitation, license
            or consent of Tenant;

        (e) any damage, destruction or need of repair to any part of the
            Premises caused by any act or omission of Tenant or its servants,
            agents, employees, customers, contractors, or persons for whom
            Tenant is in law responsible, notwithstanding any other provisions
            of this Lease.

        Provided that the Tenant shall be released from any liabilities for loss
        to the extent of all insurance proceeds paid under policies of insurance
        carried by Landlord or which would have been paid if the Landlord had
        maintained the insurance that it is required to maintain under this
        Lease.

13.07   Landlord's Employees
        --------------------

        It is agreed that every indemnity, exclusion or release of liability and
        waiver of subrogation herein contained for the benefit of Landlord shall
        extend to and benefit all of Landlord's servants, agents, employees, and
        those for whom Landlord is in Law responsible (collectively referred to
        in this Section 13.07 as "Employees"); solely for such purpose, and to
        the extent that Landlord expressly chooses to enforce the benefits of
        the Section 13.07 for its Employees, it is agreed that Landlord is the
        agent or trustee for its Employees.

                                  ARTICLE XIV
                                  -----------

                                     -26-
<PAGE>

14.00 - ASSIGNMENT, SUBLETTING AND CHANGE OF CONTROL
----------------------------------------------------

14.01   Consent Required
        ----------------

        This lease is personal to Tenant only and therefore Tenant shall not
        assign this Lease in whole or in part and shall not sublet or part with
        or share possession of all or any part of the Premises, nor shall it
        grant any concessions, franchises, licences or other rights to others to
        use any portion of the Premises (all of the foregoing being hereinafter
        individually or collectively referred to as a "Transfer") without the
        written consent of the Landlord, which written consent is to be obtained
        in advance from the Landlord such consent not to be unreasonably
        withheld. If the Tenant has entered into a bona fide arm's length
        agreement to sell the business conducted at the Premises, Tenant may
        Transfer this Lease to the purchaser thereunder but only with the prior
        written consent of Landlord in each instance, which consent may not be
        unreasonably withheld.

        Notwithstanding and without in any way affecting or limiting the
        interpretation of the foregoing, it is agreed that it shall be
        reasonable for Landlord to withhold its consent to a Transfer unless it
        is shown to the Landlord's reasonable satisfaction that:

        (i)  the proposed Transferee has a good business and personal
             reputation;

        (ii) the proposed Transferee has not been bankrupt or the holder of
             twenty (20%) percent or more of the issued shares of any class of
             shares of a corporation or of an interest in a partnership, either
             of which has been bankrupt in the ten (10) years preceding the date
             of the proposed Transfer;

        No Transfer may be made other than pursuant to an agreement in writing
        of which a copy is given to Landlord together with the request for
        consent. The provisions of this Article XIV shall apply to any Transfer
        which might occur by inheritance or operation of law.

14.02   Obtaining Consent
        -----------------

        All request to Landlord for consent to any Transfer shall be made to
        Landlord in writing together with a copy of the agreement pursuant to
        which the proposed Transfer will be made and, where applicable, a copy
        of the agreement of purchase and sale in respect of the Tenant's
        business. All reasonable costs incurred by Landlord, in respect of any
        such request for consent, including legal costs and Landlord's
        administrative fee, shall be the responsibility of and shall be paid by
        Tenant forthwith upon demand, whether or not Landlord grants its consent
        to any proposed Transfer.

        All such requests to Landlord for consent to any Transfer shall also be
        accompanied by such information in writing as a landlord might
        reasonably require respecting a proposed Transferee and which might be
        required to provide Landlord with all the information

                                     -27-
<PAGE>

        necessary to determine whether the aforementioned factors are satisfied,
        and which information shall include, without limitation, the name,
        business and home addresses and telephone numbers, business experience,
        credit information and rating, financial position and banking and
        personal references of such proposed Transferee.

14.03   Terms of Consent
        ----------------

        If Landlord consents to a Transfer, or a consent to such Transfer is
        obtained by the order of a court of competent jurisdiction, or if a
        Transfer occurs as a result of operation of law not requiring Landlord's
        consent (notwithstanding the express agreement between the parties
        hereto that any Transfer by operation of law shall in any event be
        subject to the consent of Landlord and all of the other provisions as
        contained in this Article XIV), Landlord shall have the following
        rights, in default of any of which no such Transfer shall occur or be
        effective.

        (a) to collect a deposit or further deposit to be held as a security
            deposit for the prompt performance by the Transferee of all of the
            terms, covenants, conditions and provisions of this Lease such that
            a security deposit held by Landlord shall be equivalent to at least
            the last one (1) months' Rent payable in respect of the remaining
            terms for the Transferred Premises;

        (b) to require Tenant and the Transferee and any indemnifier in respect
            of Tenant's or Transferee's obligations hereunder to enter into an
            agreement in writing and under seal to implement any amendments to
            this Lease to give effect to Landlord's exercise of any of its
            rights hereunder;

        (c) to require the Transferee to enter into an agreement with Landlord
            in writing and under seal to be bound by all of Tenant's obligations
            accruing from the agreed date that the new Tenant is to take
            possession under this Lease amended as herein provided;

        (d) to require the Transferee to waive any rights pursuant to subsection
            39(2) of the Landlord and Tenant Act (Ontario) and any amendments
            thereto and any other statutory provisions of the same or similar
            effect, to pay any Rent less than the amount payable hereunder;

        (e) to require, if the Transfer is a sublease or other transaction not
            including an assignment, that all amounts payable by the Transferee
            to the Tenant be paid directly to Landlord who shall apply the same
            on account of Tenant's obligations under this Lease; and

        (f) to require, if the Transfer provides for a rental, a bonus, key
            money, a lump sum payment or other consideration incidental thereto
            which is in excess of the Rent or that portion of Rent attributable
            to the portion of the Premises transferred, then the

                                     -28-
<PAGE>

            excess shall be paid by Tenant to Landlord as Additional Rent, it
            being acknowledged by Tenant that it is not permitted to profit in
            any way from Transferring this Lease or parting with any portion of
            the Premises and that all additional payments in excess of the Rent
            and Additional Rent provided herein shall also be paid to Landlord
            as Additional Rent.

14.04   Effect of Transfer
        ------------------

        (a) No consent of Landlord to a Transfer shall be effective unless given
            in writing and executed by Landlord under seal and no such consent
            shall be deemed or presumed by any act or omission of Landlord or by
            Landlord's failure to respond to any request for consent or by
            Landlord's accepting any payment of any amount payable hereunder
            from any party other than Tenant. Without limiting the generality of
            the foregoing, Landlord may collect rent and any other amounts from
            any Transferee and apply the net amount collected to any Rent and
            the collection or acceptance of any Rent shall not be deemed to be a
            waiver of Landlord's rights under this section nor an acceptance of
            or consent to any such Transfer or a release of any of Tenant's
            obligations under this Lease. No Transfer and no consent by Landlord
            to any Transfer shall constitute a waiver of the necessity to obtain
            Landlord's consent to any subsequent or other Transfer.

        (b) In the event of any Transfer or any consent by Landlord to any
            Transfer, Tenant shall not thereby be released from any of its
            obligations hereunder but shall remain bound by all such obligations
            pursuant to this Lease for the balance of the initial Term. Tenant
            hereby consents to any amendments of this Lease which may be made
            between the Transferee and Landlord without the further consent or
            agreement of Tenant ("Amendments") and Tenant also consents to all
            Alterations as referred to in Section 10.02 above) after any such
            Transfer. Tenant shall continue to be bound by all of its
            obligations pursuant hereto notwithstanding any such Amendments or
            Alterations, to the extent of what would have been Tenant's
            obligations pursuant hereto had such Amendments or Alterations not
            been made.

        (c) Every Transferee shall be obliged to comply with all of the
            obligations of Tenant under this Lease. Tenant shall enforce all of
            such obligations against each Transferee. Any default of any
            Transferee shall also constitute a default of Tenant hereunder.

        (d) Tenant agrees that if this Lease is ever disclaimed or terminated by
            a trustee in bankruptcy of a Transferee or, if Landlord terminates
            this Lease as a result of the bankruptcy, insolvency or any act or
            default of any Transferee, Tenant shall, upon Landlord's request,
            enter into a new lease of the Premises on the identical terms hereof
            subject to such amendments hereto which had been agreed upon prior
            to such disclaimer or termination, with the exception that the
            length of the term of such new lease shall commence on the date upon
            which Landlord exercises its right to require

                                     -29-
<PAGE>

            Tenant to enter into such new lease and shall expire on the date
            upon which the initial Term would have expired but for such
            disclaimer or termination by such trustee in bankruptcy or such
            termination by Landlord, and with the exception that Tenant will
            accept the Premises on an "as is" condition, as of such date upon
            which Landlord exercises its right to require Tenant to enter into
            such new lease.

14.05   No Advertising of Premises
        --------------------------

        Tenant shall not advertise this Lease or all or any part of the Premises
        or the business or fixtures or contents therein for sale without
        Landlord's prior written consent, which consent Landlord shall not
        unreasonably withhold subject to the other provisions hereof.

14.06   Mortgage of Lease
        -----------------

        The restrictions on Transfer as aforesaid shall apply, mutatis mutandis,
        to any assigning, subletting, mortgaging, charging or otherwise
        transferring of the Premises or this Lease for the purpose of securing
        any loan or the repayment thereof by Tenant.

14.07   Corporate Tenant
        ----------------

       If Tenant or any occupant of the Premises at any time is a corporation,
       it is acknowledged and agreed that the transfer of the majority of the
       issued shares in the capital stock or any transfer, issuance or division
       of any shares of the corporation or of any affiliated corporation of the
       corporation sufficient to transfer control to others than the then
       present shareholders of the corporation shall be deemed for all purposes
       of this Article XIV to be a Transfer and, accordingly, shall be subject
       to the requirements of this Article XIV, and it is agreed that the
       parties hereto shall have all of the same rights and obligations in
       respect thereof as are applicable to a Transfer.

       This Section 14.07 shall not apply to Tenant if and as long as Tenant is
       in occupancy of the Premises and is a corporation or whose ultimate
       parent is a corporation whose shares are listed and traded on any
       recognized public stock exchange in Canada or the United States.

14.08  Assignment by Landlord
       ----------------------

       Landlord shall have the right to sell, lease, convey or otherwise dispose
       of the Lands or any portion thereof, and to assign this Lease and any
       interest of Landlord pursuant to this Lease without restriction. If
       Landlord shall sell, lease, convey or otherwise dispose of the Lands or
       any portion thereof, or shall assign this Lease or any interest of
       Landlord pursuant to this Lease, then, to the extent that the purchaser
       or assignee agrees with Landlord to assume the covenants and obligations
       of Landlord hereunder, Landlord shall thereupon and without further
       agreement be released of all liability subsequently occurring under this
       Lease.

                                     -30-
<PAGE>

                                  ARTICLE XV
                                  ----------

15.00 - STATUS AND SUBORDINATION OF LEASE
-----------------------------------------

15.01   Status Statement
        ----------------

        Tenant shall, within ten (10) days' after written request from Landlord,
        execute and deliver to Landlord, or to any actual or proposed lender,
        purchaser or assignee of Landlord, a statement or certificate in such
        form as requested by Landlord stating with reasonable particularity (if
        such is the case or stating with reasonable particularity the manner in
        which such may not be the case):

        (a) that this Lease is unmodified and in full force and effect, or
            particulars of any such modifications or stating that this Lease is
            not in full force and effect if such is the case;

        (b) the date of commencement and expiry of the Term and the dates to
            which Basic Rent and any other Rent, including any prepaid rent have
            been paid;

        (c) whether or not there is any existing default by either party under
            this Lease and, if so, specifying such default;

        (d) that there is no reason why the obligations of Tenant under this
            Lease may not be fully enforced in accordance with their terms and
            that there are no defences, counter-claims or rights of set-off in
            respect of any of the same; and

        (e) a copy of the Tenant's most recent financial statement, which the
            Landlord agrees to treat as confidential, save and except that it
            shall be permitted to disclose the financial statement to its
            lenders, bankers and professional advisors.

15.02   Subordination
        -------------

        This Lease and the rights of Tenant hereunder are and shall be subject
        and subordinate to any and all mortgages, trust deeds, and charges (any
        of which are herein called "Mortgage" or "Mortgages") now or which in
        the future may be registered against the Lands or any portion thereof,
        and including all renewals, extensions, modifications and replacements
        of any Mortgages from time to time. Tenant shall at any time on notice
        from Landlord or a holder of any Mortgage attorn to and become a tenant
        of the holder of any of such Mortgages upon the same terms and
        conditions as set forth herein and shall execute promptly on request by
        Landlord any certificates, agreements, instruments of postponement or
        attornment or other such instruments or agreements as requested from
        time to time to postpone or subordinate this Lease and all of Tenant's
        rights hereunder to any of such Mortgages or to otherwise give full
        effect to any of the provisions of this Article XV.

                                     -31-
<PAGE>

        Tenant agrees to attorn to and become the tenant of any party whose
        title to the Premises is superior to that of Landlord or to any assignee
        from Landlord of Landlord's interest under this Lease upon the same
        terms and conditions as are set forth in this Lease and shall execute
        promptly on request any agreements or instruments of attornment to give
        effect to such attornment as shall be requested by Landlord at any time
        and from time to time.

        Provided however that in the event that the Tenant is required to effect
        the postponement of its rights and privileges hereunder to any Mortgagee
        pursuant to this paragraph 15.02, the Landlord shall concurrently obtain
        from any such Mortgagee, on the Mortgagee's standard form, a covenant in
        writing acknowledging the tenancy herein and agreeing that so long as
        the Tenant duly performs the terms, covenants, conditions and agreements
        herein contained, the Tenant shall be entitled to peaceful possession of
        the Premises pursuant to the terms of the Lease, notwithstanding the
        exercise of any or all rights of such Mortgagee.

15.03   Tenant's Failure to Comply
        --------------------------

        If Tenant fails to execute any certificate, agreement, instrument, or
        other document as required by the foregoing provisions of this Article
        XV within ten (10) days after request by Landlord, then Landlord shall
        have the right to:

        (a) execute any such certificate, agreement, instrument or document for
            and on behalf of Tenant and in Tenant's name, Tenant hereby agreeing
            to be bound by the same, and for such purpose Tenant hereby
            irrevocably appoints Landlord as Tenant's attorney for and on behalf
            of Tenant pursuant to the Powers of Attorney Act (Ontario) and which
            appointment shall survive the death or incapacity of Tenant;

        (b) in any event, and without being affected by either of the foregoing
            rights, to exercise all rights against Tenant in respect of Tenant's
            default as aforesaid as Landlord might otherwise have pursuant to
            this Lease or at law.

15.04   Registration
        ------------

        The Landlord agrees to consent to the Tenant registering in the Land
        Registry Office at Newmarket, notice of this Lease.


                                  ARTICLE XVI
                                  -----------

16.00 - DEFAULT AND REMEDIES
----------------------------

16.01   Default and Remedies
        --------------------

        If any of the following shall occur:

                                     -32-
<PAGE>

     (a)  Tenant shall fail, for any reason, to make any payment of Rent as and
          when the same is due to be paid hereunder and such default shall
          continue for five (5) days after such payment was due, and for a
          further three (3) business days following the notice of such default.

     (b)  Tenant shall fail, for any reason, to perform any other material
          covenant, condition, agreement or other obligation on the part of
          Tenant to be observed or performed pursuant to this Lease (other than
          the payment of any Rent) and such default shall continue for fifteen
          (15) days after written notice thereof (unless such performance will,
          due to the nature of the obligation, require a period of time in
          excess of Thirty (30) days, then after such period of time, as is
          reasonably necessary).

     (c)  any of the policies of Landlord's insurance on the Premises or any
          part or contents thereof shall be actually or threatened to be
          cancelled or adversely changed as a result of any use or occupancy of
          or contents in the Premises;

     (d)  Tenant shall purport to make a Transfer affecting the Premises, or the
          Premises shall be used by any person or for any purpose, other than in
          compliance with and as expressly authorized by this Lease;

     (e)  Tenant or any other person occupying any portion of the Premises shall
          make an assignment for the benefit of creditors or become bankrupt or
          insolvent or take the benefit of any statute for bankrupt or insolvent
          debtors or make any proposal, assignment, arrangement or compromise
          with its creditors or, if any steps are taken or action or proceedings
          commenced by any person for the dissolution, winding-up or other
          termination of Tenant's existence or liquidation of its assets;

     (f)  a trustee, receiver, receiver-manager, agent or other like person
          shall be appointed in respect of the assets or business of Tenant or
          any other occupant of the Premises;

     (g)  Tenant attempts to or does abandon the Premises or remove or dispose
          of any goods and chattels from the Premises so that there would not,
          in the event of such removal or disposition, be sufficient goods of
          Tenant on the Premises subject to distress to satisfy all arrears of
          Rent payable under this Lease and all Rent payable hereunder for a
          further period of at least twelve (12) months, or if the Premises
          shall be vacant or unoccupied for a period of five (5) consecutive
          days or more without the prior written consent of Landlord;

     (h)  Tenant makes any sale in bulk affecting any property on the Premises
          (other than in conjunction with a Transfer approved in writing by
          Landlord and made pursuant to all applicable legislation);

                                     -33-
<PAGE>

     (i)  this Lease or any goods or other property of Tenant shall at any time
          be seized or taken in execution or attachment which remains
          unsatisfied for a period of five (5) days or more; and

     (j)  termination or re-entry by Landlord is permitted under any provision
          of this Lease or at law;

then, without prejudice to and in addition to any other rights and remedies to
which Landlord is entitled pursuant hereto or at law, the then current and the
next three (3) months' Rent shall be forthwith due and payable and Landlord
shall have the following rights and remedies, all of which are cumulative and
not alternative, to:

     (a)  terminate this Lease in respect of the whole or any part of the
          Premises by written notice to Tenant; if this Lease is terminated in
          respect of part of the Premises, this Lease shall be deemed to be
          amended by the appropriate amendments, and proportionate adjustments
          in respect of Rent and any other appropriate adjustments shall be made
          in such manner as shall be determined by Landlord;

     (b)  enter the Premises as agent of Tenant and as such agent to relet them
          for whatever term (which may be for a term extending beyond the Term)
          and on whatever terms and conditions as Landlord in its sole
          discretion may determine and to receive the rent therefor and, as the
          agent of Tenant, to take possession of any furniture, fixtures,
          equipment, stock or other property thereon and, upon giving written
          notice to Tenant, to store the same at the expense and risk of Tenant
          or to sell or otherwise dispose of the same at public or private sale
          without further notice, and to make such alterations to the Premises
          in order to facilitate their reletting as Landlord shall determine,
          and to apply the net proceeds of the sale of any furniture, fixtures,
          equipment, stock or other property or from the reletting of the
          Premises, less all expenses incurred by Landlord in making the
          Premises ready for reletting and in reletting the Premises, on account
          of the Rent due and to become due under this Lease and Tenant shall be
          liable to Landlord for any deficiency and for all such expenses
          incurred by Landlord as aforesaid; no such entry or taking possession
          of or performing alterations to or reletting of the Premises by
          Landlord shall be construed as an election on Landlord's part to
          terminate this Lease unless a written notice of such intention or
          termination is given by Landlord to Tenant;

     (c)  remedy or attempt to remedy any default of Tenant in performing any
          repairs, work or other covenants of Tenant hereunder and, in so doing,
          to make any payments due or claimed to be due by Tenant to third
          parties and to enter upon the Premises, without any liability to
          Tenant therefor or for any damages resulting thereby, and without
          constituting a re-entry of the Premises or termination of this Lease,
          and without being in breach of any of Landlord's covenants hereunder
          and without thereby being deemed to infringe upon any of Tenant's
          rights pursuant hereto, and, in such

                                     -34-
<PAGE>

            case, Tenant shall pay to Landlord forthwith upon demand all amounts
            paid by Landlord to third parties in respect of such default and all
            reasonable costs of Landlord in remedying or attempting to remedy
            any such default plus ten (10%) percent of the amount of such costs
            for Landlord's inspection and supervision, plus a further ten (10%)
            percent for Landlord's overhead and profit;

       (d)  obtain damages from Tenant including, without limitation, if this
            Lease is terminated by Landlord, all deficiencies between all
            amounts which would have been payable by Tenant for what would have
            been the balance of the Term, but for such termination, and all net
            amounts actually received by Landlord for such period of time.

16.02  Interest
       --------

       All amounts of Rent shall bear interest from their respective due dates
       until the actual dates of payment at a rate which shall be the greater of
       (i) six (6%) per cent per annum in excess of the prime commercial rate of
       interest charged by Landlord's bank in Ontario for loans to its most
       favoured commercial customers from time to time; and (ii) the rate
       expressly agreed by Tenant in writing to be paid in respect of any
       amount(s) from time to time.

16.03  Costs
       -----

       Tenant shall be responsible for and pay to Landlord forthwith upon demand
       all reasonable costs incurred by Landlord, including, without limitation,
       reasonable compensation for all time expended by Landlord's own
       personnel, legal costs on a solicitor and his own client basis, and all
       other costs of any kind whatsoever, arising from or incurred as a result
       of any default of Tenant or any enforcement by Landlord of any of
       Tenant's obligations under this Lease.

16.04  Allocation of Payments
       ----------------------

          INTENTIONALLY DELETED

16.05  Remedies to Subsist
       -------------------

       (a)  No waiver of any of Tenant's obligations under this Lease and no
            waiver of any of Landlord's rights hereunder in respect of any
            default by Tenant hereunder shall be deemed to have occurred or be
            given as a result of any condoning, excusing, overlooking or delay
            in acting upon by Landlord in respect of any default by Tenant or by
            any other act or omission of Landlord including, without limitation,
            the acceptance of any Rent less than the full amount thereof, the
            acceptance of any Rent after the occurrence of any default by
            Tenant, or any verbal or written statements or agreements made by
            any employee of Landlord other than an agreement in writing duly
            executed on behalf of Landlord by one of its personnel with
            ostensible authority to do so. No waiver of any of Tenant's
            obligations or any of Landlord's rights

                                     -35-
<PAGE>

            hereunder shall be effective except and only to the extent of any
            express waiver in writing duly executed on behalf of Landlord by one
            of its personnel with ostensible authority to do so. The waiver by
            Landlord of any default of Tenant or of any rights of Landlord shall
            not be deemed to be a waiver of any term, covenant or condition in
            respect of which such default or right has been waived and shall not
            be deemed to be a waiver of any subsequent default of Tenant or
            right of Landlord. Similarly, the provisions of this paragraph shall
            apply, mutatis mutlandis to the obligations of the Landlord and the
                   ------- ---------
            rights of the Tenant arising under this Lease.

       (b)  All rights and remedies of Landlord under this Lease and at law,
            shall be cumulative and not alternative, and the exercise by
            Landlord of any of its rights pursuant to this Lease or at law shall
            at all times be without prejudice to any other rights of Landlord,
            whether or not they are expressly reserved.

       (c)  If Landlord assigns this Lease to a mortgagee or holder of other
            security on the Premises or any part thereof or to any other person
            whatsoever, Landlord shall nonetheless be entitled to exercise all
            rights and remedies available to it pursuant to this Lease and at
            law without providing evidence of the approval or consent of such
            mortgagee, holder of other security or other person whatsoever.

       (d)  All Rent shall be paid by Tenant to Landlord without deduction,
            abatement or set-off whatsoever, except as and to the extent
            expressly permitted pursuant to the terms of this Lease, and Tenant
            hereby waives any rights of deduction, abatement or set-off
            available to it now or at any time in the future, including any
            right to deduction, abatement or set-off contained in any statute.

16.06  Impossibility of Performance
       ----------------------------

       If and to the extent that either Landlord or Tenant shall be unable to
       fulfil or shall be delayed or restricted in the fulfilment of any
       obligation under this Lease, other than the payment by Tenant of any
       Rent, by reason of unavailability of material, equipment, utilities,
       services or labour required to enable it to fulfil such obligation or by
       reason of any laws, or by reason of its not being able to obtain any
       permission or authority required pursuant to any applicable laws or by
       reason of any other such cause beyond its control and not the fault of
       the party being delayed and not avoidable by the exercise of reasonable
       foresight (excluding the inability to pay for the performance of such
       obligation), then the party being delayed shall be entitled to extend the
       time for fulfilment of such obligation by a time equal to the duration of
       such delay or restriction, and the other party shall not be entitled to
       any compensation for any loss, inconvenience, nuisance or discomfort
       occasioned thereby. The party delayed will, however, use its best efforts
       to fulfil the obligation in question as soon as is reasonably practicable
       by arranging an alternate method of providing the work, services or
       materials being delayed subject, in the case of performance by Tenant, to
       the approval of Landlord in

                                     -36-
<PAGE>

        its sole and absolute discretion. In any event, the provisions of this
        Section 16.06 shall not apply to permit any delay in any payment by
        Tenant of any Rent.

                                 ARTICLE XVII
                                 ------------

17.00 - CONTROL OF PREMISES
        -------------------

17.01 Rules and Regulations
      ---------------------

        Landlord may, from time to time, make and amend such rules and
        regulations for the management and operation of the Lands, Building and
        Premises as Landlord shall determine and Tenant and all persons under
        its control shall be bound by and shall comply with all of such rules
        and regulations of which notice is given to Tenant from time to time and
        all of such rules and regulations shall be deemed to be incorporated
        into and form a part of this Lease. Without limiting the generality of
        the foregoing, Tenant shall comply with all rules and regulations made
        by Landlord respecting security and respecting shipping, receiving,
        loading and unloading of merchandise, supplies, materials, garbage and
        all other things whatsoever, all of which shall be made only at such
        times and from, over or by means of such access routes, driveways,
        doors, loading areas, stairs and other areas or passages whatsoever as
        Landlord shall determine in writing from time to time. Landlord shall
        not make any rules or regulations which conflict with any express
        provision of this Lease unless and only to the extent required by any
        applicable laws or unless Tenant consents thereto. Landlord shall act
        reasonably in enforcing such rules and regulations but the imposition of
        any rules and regulations shall not create or imply any obligation of
        Landlord to enforce them or create any liability of Landlord for their
        non-enforcement or otherwise.

17.02  Access to Premises
       ------------------

        (a)  Landlord (including its agents, employees, contractors or
             representatives), without limiting any other rights Landlord may
             have pursuant hereto or at law, shall have the right, but not the
             obligation, to enter the Premises on notice to the Tenant, and in
             the presence of a designated Tenant employee (unless a bone fide
             emergency exists) at any time and for any of the following
             purposes:

             (i)  to examine the Premises and to perform any maintenance,
                  repairs and alterations to the same or any part thereof as may
                  be required or permitted by this Lease and to perform any
                  maintenance, repairs and alterations to any mechanical,
                  electrical, heating, ventilating, airconditioning and humidity
                  control equipment and services located therein serving the
                  Premises or any part thereof, and for all of such purposes,
                  Landlord may take such material and equipment into the
                  Premises as Landlord may require;

                                     -37-
<PAGE>

             (ii)  to protect the Premises in respect of any construction or
                   other work being performed in premises adjoining or in the
                   vicinity of the Premises;

             (iii) for any purposes as determined by Landlord in cases of
                   emergency;

             (iv)  to read any utility or other similar meters located in the
                   Premises;

             (v)   during the last twelve (12) months of the Term to show the
                   Premises to prospective tenants, and to permit prospective
                   tenants to make inspections, measurements, and plans;

             (vi)  at any time during the Term, to show the Premises to
                   prospective purchasers, mortgagees or lenders; and

             (vii) to exercise any of the rights available to Landlord pursuant
                   to this Lease.

(b)  Landlord shall have the right to run through the Premises conduits, wires,
     pipes, ducts and other elements of any systems for utilities, heating,
     ventilating, air-conditioning and humidity control, telephone and other
     communications systems and any other such systems to serve the Premises or
     any parts thereof and Landlord shall have access for itself and those
     designated by it to the Premises for the purpose of inspecting,
     maintaining, repairing, replacing, and altering any services in respect of
     any of the same.  Notwithstanding the foregoing, the Rent shall not be
     reduced or otherwise affected as a result of any of such systems being
     located on or running through the Premises.

(c)  In the event that the Tenant does not provide Seven (7) days' a week,
     Twenty-Four (24) Hours a day, on site security, Landlord shall exercise its
     rights pursuant to this Section 17.02 in such manner and at such times as
     Landlord, acting reasonably but in its sole discretion, shall determine; at
     any time that entry by Landlord is desired in case of emergency, and if no
     personnel of Tenant are known by Landlord to be present on the Premises or
     if such personnel fail for any reason to provide Landlord immediate access
     at the time such entry is desired, Landlord may forcibly enter the Premises
     without liability for damage caused thereby.


                                 ARTICLE XVIII
                                 -------------

18.00 - EXPROPRIATION
---------------------

18.01 Expropriation
      -------------

     If the whole or any part of the Premises shall be expropriated (which term
     shall for the purposes of this Article XVII include expropriation,
     condemnation or sale by Landlord to an authority with the power to
     expropriate, condemn or take) by any competent authority then:

                                     -38-
<PAGE>

        (a)  In the event of any such expropriation, both the Landlord and
             Tenant shall be free to separately pursue their claims for
             compensation for the loss of their respective interests in the
             Premises and shall be entitled to receive and retain such
             compensation as may be awarded them or paid to them respectively
             and agree to co-operate with each other in pursuing their
             respective claims. If an award of compensation made to the Landlord
             specifically includes an award for the Tenant, the Landlord will
             remit to the Tenant the portion awarded for it.

       (b)   Landlord shall have the option, to be exercised by written notice
             to Tenant, to terminate this Lease, such termination to be
             effective on the date the expropriating authority takes possession
             of the whole or any portion of the Premises; and

       (c)   this Lease shall continue in full force and effect in accordance
             with its terms until the date on which this Lease is terminated in
             accordance with the provisions of this Article XVIII, if terminated
             in accordance with the express provisions hereof and, if
             terminated, Rent and all other obligations under this Lease shall
             be accrued to and be adjusted as of the date of such termination.

                                  ARTICLE XIX
                                  -----------

19.00 - MISCELLANEOUS
---------------------

19.01 Notices

       All notices, demands, requests or other instruments ("Notices") which may
       be or are required to be given under this Lease shall be in writing and
       shall be effectively given if (i) delivered personally; (ii) sent by
       prepaid courier services; or (iii) sent prepaid by telecopier or other
       similar means of electronic communication (confirmed on the same or the
       following day by prepaid mail) addressed, in the case of the Tenant as
       follows:

       The Surface Mount Technology Centres Inc.

       635 Hood Road,
       Markham, Ontario, L3R 4N6

       Attention: Paul Walker

       Facsimile: 905-479-1877

       and in the case of notice to the Landlord:

       Warden McPherson Developments Ltd.,
       c/o Z & N Construction Management Limited,

                                     -39-
<PAGE>

       25 Valleywood Drive, Unit 8,
       Markham, Ontario, L3R 5L9

       Attention: Sal Nasello

       Facsimile: 905-470-0598

       Any notice so given shall be deemed conclusively to have been given and
       received when so personally delivered or sent by telecopy or other
       electronic communication, or on the second day following the sending
       thereof by private courier. Any party hereto may change any particulars
       of its address for notice by notice to the others in the manner
       aforesaid.

19.02  Planning Act
       ------------

       This Lease is entered into subject to the provisions of and compliance
       with the provisions of all applicable legislation dealing with planning
       restrictions including the Planning Act S.O. 1983 and amendments.

19.03  Complete Agreement
       ------------------

       It is understood and agreed that other than and to the extent that any
       other written agreement between Landlord and Tenant respecting the
       Premises remains in force, this Lease constitutes the complete agreement
       between the parties and that there are no covenants, representations,
       agreements, warranties or conditions in any way relating to the subject
       matter of this Lease or the tenancy created hereby, expressed or implied,
       collateral or otherwise, except as expressly set forth herein. Tenant
       acknowledges that no representatives of Landlord are authorized to make
       on Landlord's behalf any covenants, representations, agreements,
       warranties or conditions of any kind or in any manner whatsoever other
       than as expressly set forth in writing in this Lease in the form in which
       it is executed by Landlord under seal.

       No amendment to this Lease shall be binding upon the parties unless the
       same is in writing and executed by the parties under seal.

19.04  Use Prior to Commencement Date
       ------------------------------

       If Tenant uses or occupies the whole or any part of the Premises in any
       way prior to the Commencement Date without entering into a lease with
       Landlord in respect of such use or occupancy, then during the period of
       such use or occupancy, Tenant shall be a tenant of Landlord subject to
       all the terms and conditions as contained in this Lease which shall apply
       to such tenancy mutatis mutandis; the inclusion of this paragraph shall
       not be deemed to authorize or permit Tenant to use or occupy the whole or
       any portion of the Premises in any way prior to the Commencement Date.

                                     -40-
<PAGE>

19.05  Acceptance of Premises
       ----------------------

       The Landlord agrees to complete the work as set out in Schedule "D", and
       provided that all such work is completed in a good and workmanlike
       manner, subject to any items of outstanding work set out in a deficiency
       list which may be delivered by Tenant to the Landlord within 30 days of
       taking possession, the Tenant's entering into possession of the Premises
       shall be conclusive evidence of the acceptance by Tenant of the condition
       of the Premises.

19.06  Environmental Clause
       --------------------

In this Lease:

       (a) "Environmental Audit" shall mean a complete review of the Premises
           and the environmental practices of the Tenant thereon by the
           Landlord, its employees or agents and shall include such visual
           inspections, interviews with the Tenant, its employees, servants, or
           agents, and such soil, air, or other tests as the Landlord shall in
           its sole discretion deem to be necessary.

       (b) "Hazardous Substance" means any contaminant, pollutant or hazardous
           substance that is likely to cause immediately or at some future time,
           harm or degradation to the environment or risk to human health or
           safety, and without restricting the generality of the foregoing,
           includes without limitation any pollutant, contaminant, waste,
           hazardous waste, toxic substance or dangerous good which is defined
           or identified in any municipal, provincial or federal environmental
           legislation.

       The Tenant shall at all times use the Premises so as to comply with all
       municipal, provincial and federal environmental legislation in keeping
       with first class environmental protection practices and so as not to
       allow Hazardous Substance to be on the Premises, in contravention of this
       paragraph 19.06.

       The Landlord shall have the right at its expense to conduct an
       Environmental Audit of the Premises at any time and -from time to time
       throughout the term and any renewal thereof.

       In the event that the Environmental Audit reveals that the Tenant is
       storing, handling, transporting, manufacturing, processing or otherwise
       dealing with any Hazardous Substances in the Premises or Building, the
       Landlord shall give the Tenant ninety (90) days within which to amend its
       manner of storing, handling, transporting, manufacturing, processing or
       otherwise dealing with such Hazardous Substances to comply with first
       class environmental protection practices and the manner in which the
       Landlord indicates such Hazardous Substances must be stored, handled,
       transported, manufactured, processed or otherwise dealt with. The Tenant
       shall further forthwith carry out such procedures as are, in the opinion
       of the Landlord, necessary to correct any damage which may have been done
       to the Premises or Building and to forestall any damage to the Premises
       or Building which in the opinion of

                                     -41-
<PAGE>

       the Landlord may be created by the unsatisfactory storing, handling,
       transporting, manufacturing, processing or otherwise dealing with any
       Hazardous Substances.

       In the event that the Tenant shall be in default of the material
       provisions hereof and shall fail to amend its practices or take such
       corrective measures as are required pursuant to subparagraph (d) hereof
       within the aforesaid ninety (90) day period the Landlord shall have the
       right to enter upon the Premises and carry out such procedures as are, in
       the opinion of the Landlord, necessary to correct any damage which may
       have been done to the Premises or Building, or to forestall any damage to
       the Premises or Building which in the opinion of the Landlord based upon
       the Environmental Audit may be created by the unsatisfactory storing,
       handling, transporting, manufacturing, processing or otherwise dealing
       with such Hazardous Substances and the Tenant shall pay to the Landlord
       on demand, as Additional Rent, all costs and expenses of carrying out
       such procedures. Further, and in addition, to any other remedies
       available to the Landlord, the Landlord may, on Ninety (90) days' notice,
       terminate the Lease.

       The Landlord warrants and represents that as at the Commencement Date,
       the Premises and the lands upon which the building is situate:

       (i)   were free of environmental contamination of any kind;

       (ii)  complied with all applicable environmental laws, rules, policies
             and guidelines;

       The Landlord shall indemnify and hold harmless the Tenant from all costs,
       claims, demands, suits, actions and damages (including loss of profit)
       and expenses to which the Tenant may be put or may suffer arising
       directly or indirectly incurred from (a) any misrepresentation by or on
       the part of the Landlord; (b) any warranty or representation on the part
       of the Landlord being untrue; (c) any failure by the Landlord to perform
       any of its covenants relating to environmental matters.

       These environmental warranties, representations, covenants and indemnity
       are intended to remain in full force and effect and shall not merge in
       any subsequent document nor cease to have effect in the event of the sale
       of the building.

       The Landlord also agrees to supply the Tenant with a Phase II
       Environmental Report within two (2) weeks of its acceptance of this
       Lease. The provision of such report shall not effect the above recited
       environmental warranties and representations and Landlord's indemnity. In
       the event that the Landlord does not so provide the Phase II
       Environmental Report then it is agreed and understood that in the event
       an environmental problem develops or becomes known in the future in
       respect of which there is an issue as to whether or not it originates as
       a result of activities occurring prior to SMTC occupancy, then the burden
       of proof shall be on the Landlord to prove the environmental problem
       originated from SMTC's activities.

                                     -42-
<PAGE>

19.07  Option to Renew
       ---------------

        The Tenant shall have one option to renew the Lease in accordance with
        the provisions of Schedule "C" hereto.

19.08  Option to Purchase
       ------------------

        The Tenant shall have the Option to Purchase the Premises in accordance
        with the provisions of Schedule "D".

19.09  Time of the Essence
       -------------------

        Time is of the essence of this Lease and all parts hereof.

19.10  Applicable Law
       --------------

        This Lease shall be governed by and interpreted in accordance with the
        laws of the Province of Ontario. The parties agree that the Courts of
        Ontario shall have (unreadable text from bottom of page on MASTER)
        expressly provided to the contrary herein, and the parties hereby attorn
        to the jurisdiction of the Courts of Ontario.

19.11  Severability
       ------------

        If any provision of this Lease or any portion thereof or the application
        of any of the same is illegal, unenforceable or invalid, it shall be
        considered separate and severable from this Lease and all of the
        remaining provisions hereof shall remain in full force and effect as
        though any such provision of this Lease or any portion thereof had not
        been included in this Lease but such provision of this Lease or portion
        hereof shall nonetheless continue to be enforceable to the full extent
        permitted by law.

        Neither party is obliged to enforce this Lease to the extent that by so
        doing they would be contravening any applicable laws.

19.12  Section Numbers and Headings
       ----------------------------

        The table of contents of this Lease and all section numbers and all
        headings are inserted as a matter of convenience only and shall in no
        way limit or affect the interpretation of this Lease.

19.13  Interpretation
       --------------

        Whenever a word importing singular or plural is used in this Lease such
        word shall include the plural and singular respectively. Where any party
        is comprised of more than one entity, the obligations of each of such
        entities shall be joint and several. Words importing either

                                     -43-
<PAGE>

        gender or firms or corporations shall include persons of the other
        gender and firms or corporations as applicable. Subject to the express
        provisions contained in this Lease, words such as "hereof", "herein",
        "hereby", "hereinafter", and "hereunder" and all similar words or
        expressions shall refer to this Lease as a whole and not to any
        particular section, or portion thereof being less than the whole, unless
        the context otherwise requires.

19.14  Successors
       ----------

        This Lease and all portions hereof shall enure to the benefit of and be
        binding upon the parties hereto and their respective heirs, executors,
        administrators, successors, assigns and other legal representatives
        excepting only that this Lease shall not enure to the benefit of any of
        such parties unless and only to the extent expressly permitted pursuant
        to the provisions of this Lease.

        IN WITNESS WHEREOF this Lease has been executed by the parties hereto
under their respective corporate seals and under the hands of their duly
authorized officers in that behalf, as of the day and year first written above.

SIGNED, SEALED AND DELIVERED          WARDEN McPHERSON DEVELOPMENTS LTD.
in the presence of

                                      Per: _______________________________

                                           _______________________________

                                      THE SURFACE MOUNT TECHNOLOGY CENTRE
                                          INC.



                                      Per: _______________________________

                                     -44-
<PAGE>

                                 SCHEDULE "A"

     Legal Description of Premises:

          Parcel 17-1, Section M-1807,

          Lot 17, Plan M-1807,

          Town of Markham, Regional Municipality of York,

          Land Titles Division of York Region (No. 65)

                                     -45-
<PAGE>

                                 SCHEDULE "B"
                                 ------------

SKETCH OF OFFICE AND WAREHOUSE LAYOUT FOR THE PREMISES

                                     -46-
<PAGE>

                                 SCHEDULE "C"
                                 ------------

                                OPTION TO RENEW
                                ---------------

     The Tenant, if not then in default under this Lease either in payment of
     rent or observance of the material covenants, shall have the right to renew
     this Lease from its Expiry Date for a further term of FIVE (5) years
     provided that Tenant has notified Landlord in writing of its intention to
     exercise its option to renew not less than NINE (9) months prior to the
     expiration of the Term.  In the event of failure to give written notice
     within the time or in the manner prescribed, this option shall be null and
     void.  In the event that the exercise of this option shall be duly and
     properly completed by Tenant, then all of the terms of this Lease shall
     apply during the renewal term except:

          (a)  there shall be no further right of renewal unless agreed upon in
               writing at the time of renewal, if any, of this Lease; and

          (b)  Basic Rent shall be at the rate of SIX DOLLARS AND FIFTY CENTS
               ($6.50) per Square Foot for the entire Building and Premises.

                                     -47-
<PAGE>

                                 SCHEDULE "D"
                                 ------------

                              OPTION TO PURCHASE
                              ------------------

Provided the Tenant is not in default under the Lease, either in the payment of
Rent or the observance of material covenants contained in the Lease, then the
Tenant shall have the option to purchase the land and building known municipally
as 625-635 Hood Road, Markham, Ontario, (being Lots 17 and 18, Plan M-1807, Town
of Markham) and all improvements thereon, at any time during the Term, by
delivering to the Landlord written notice of the exercise of such right.  The
Purchase Price for the lands and premises herein pursuant to this Option
Agreement, shall be equivalent to the estimated market value for similar
buildings in the area as of the date of that notice of exercise of the option is
given as agreed upon between the Landlord and the Tenant.  In the event that the
Option to Purchase is exercised, the Tenant shall agree to accept any existing
tenancies in the Premises or any part thereof.

Provided that if the Landlord and the Tenant fail to agree upon the market value
of the lands and premises within Two (2) months of the Tenant's exercise of the
option to purchase, then same shall be established as set out below.

     Either the Landlord or the Tenant (the "Requesting party") shall be
     entitled to notify the other party hereto (the "Receiving Party") of the
     name of an expert for the purpose of determining the market value.  Within
     Fifteen (15) days after such notice from the Requesting Party, the
     Receiving Party shall notify the Requesting Party either approving the
     expert proposed by the Requesting Party or naming another expert for the
     purposes of determining the market value.  Should the Receiving Party fail
     to give notice to the Requesting Party within the said Fifteen (15) day
     period, the expert named in the notice given by the Requesting Party shall
     perform the expert's functions hereinafter set forth.  If the Landlord and
     Tenant are unable to agree upon the selection of the expert within Fifteen
     (15) days after such notice from the Receiving Party to the Requesting
     Party, then either party shall be entitled to apply to a court to appoint
     an expert in the same manner as an arbitrator may be appointed by a court
     under the Arbitrations Act of Ontario.

     The expert appointed by either the Landlord and/or the Tenant or by a
     Court, shall be qualified by education, experience and training to value
     commercial real estate for rental and sale purposes in the Province of
     Ontario and shall have been ordinarily engaged in the valuation of real
     property in the Town of Markham and Greater Toronto area for at least the
     immediately preceding ten years.  Within Sixty (60) days after being
     appointed the expert shall make a determination of the market value based
     upon the considerations set out above. The cost of such determination shall
     be shared equally by the parties.  The determination of the expert of
     market value shall be conclusive and binding upon the Landlord and Tenant
     and not subject to appeal.

                                     -48-
<PAGE>

                                 SCHEDULE "E"
                                 ------------

                                LANDLORD'S WORK
                                ---------------

1) Landlord's Work - 635 Hood Road

The Landlord shall renovate the Premises, at its expense and in a good and
workmanlike manner (and to a standard of that of the Tenant's existing premises
at 635 Hood Road) to provide for the following:

Office Area

(a) install wall-to-wall carpeting in the Tenant's choice of colours from the
Landlord's samples (including baseboard, carpet);

(b) relocation/removal/addition of walls in a layout to be agreed upon between
the Landlord and the Tenant within five (5) business days;

(c) perform modification/relocation/addition of electrical outlets, as requested
by Tenant;

(d) repair and replace ceiling tiles and/or components of the T-bar mounting;
including T-bar ceilings, 2'x4' fluorescent light fixtures;

(e) paint all walls in two coats of paint in the Tenant's choice of colours from
the landlord's samples.

(f) side lights in all private office as those at 635 Hood Road (4' x 6');

(g) washrooms to be cleaned, painted and renovated to the washroom standards at
635 Hood Road;

(h) construct a new lunchroom approximately 20' x 30' (exact size to be
determined by Tenant and Landlord) including HVAC, dropped T-bar ceiling, 2' x
4' fluorescent light fixtures and vinyl tile flooring.

double stainless steel sink, upper and lower cupboards (8' x 10'), duplex
outlets for fridge and microwaves.

(i) install new warehouse male and female washrooms, including sinks, vanity,
mirrors, paper towel dispensers - urinals, toilets, stalls and proper exhaust
system.  All hardware to be similar or equal to 635 Hood Road.

75-100 employees:   70% female \ 30% male

Warehouse Area

                                     -49-
<PAGE>

(j) all floors and walls to be professionally cleaned to ensure removal of all
chemical and oil residues.

2) Landlord's Work - 625 - 635 Hood Road

Roof

The Landlord shall at its expense strip and replace the complete roofing
structure at 625 - 635 Hood Road other than that area of the roof consisting of
approximately 9,500 square feet which has already been replaced.  This work
shall be completed by October 15, 1998 or such other date as agreed upon by the
Landlord and the Tenant.

Parking Lot

The Landlord shall at its expense resurface (asphalt), repair and reline the
entire parking area by October 15, 1998 or such other date as agreed upon by the
Landlord and the Tenant.

3) Warranty

The Landlord warrants and represents that all existing electrical, lighting,
mechanical, plumbing, heating and air conditioning systems\the sprinkler system,
and all other fixtures will be in good working order as at the Commencement date
and agrees to take any remedial action required to ensure the accuracy of such
warranties and representations. The Landlord to provide the Tenant with
confirming inspection reports.

                                     -50-
<PAGE>

                                 SCHEDULE "F"
                                 ------------

                                OFFER TO LEASE
                                --------------



To:   Warden - McPherson Developments Ltd. (the " Landlord ")

From: The Surface Mount Technology Centre Inc. (the "Tenant ")

Re:   Offer to Lease of that part of the Building\Lands known municipally as 625
      Hood Road, Town of Markham

The Surface Mount Technology Centre Inc., as Tenant hereby offers to lease
through Royal LePage Commercial Inc., Broker, the above space on the following
terms and conditions:

Premises

The leased premises consist of that portion of the building known municipally as
625 Hood Road, Markham, Ontario containing approximately 28,194 square feet of
gross rentable area shown on the plan attached hereto as schedule "l" ( the"
Premises").  The exact measurement and boundaries of the Premises shall be
governed by BOMA standards. All Rent dependent upon the gross rentable area of
the Premises may be retroactively adjusted upon measurement of the Premises.

Term

The term of the Lease (the "Term") shall be for a period of five years and six
months commencing, subject to the provisions of this Offer to Lease, on November
1, 1998 and expiring on April 30, 2004.

Basic Rent

The annual basic rent during the Term of the lease shall be the sum of
$183,261.00 plus G.S.T. based on an annual rate of $6.50 per square foot of
gross rentable area of the Premises.

The annual basic Rent shall be payable in equal monthly installments in advance
on the first day of the Term and thereafter on the first day of each month in
the Term.

Additional Rent

The Tenant agrees to pay to the Landlord each year as additional rent in monthly
installments in advance on the first day of each month consisting of the
Tenant's proportionate share of :

                                     -51-
<PAGE>

          (a) operating costs, including but not limited to heat, hydro,
          maintenance\repairs, insurance and an annual management fee of $5,000;

          (b) realty taxes;

The Landlord's 1998 estimate for operating costs and realty taxes is $2.10 per
square foot of gross rentable area.

Free Rent Fixturing Period

The Tenant shall not be required to pay any basic or additional rent during the
first month of the Term.

Conditions

This Offer to Lease shall be conditional upon the satisfaction of the following
conditions within a period of five (5) business days from the date of
acceptance:

(a) approval of this Offer to Lease by the Tenant's board of directors;

(b) the Tenant and the existing tenant of the Premises, Safety-Kleen Canada Inc.
executing a "moving compensation package";

(c) the Tenant and the Landlord agreeing:

          (i) to the amendment of the existing offer to lease for that portion
          of the building known municipally as 635 Hood Road, Markham which is
          presently being leased by the Tenant from the Landlord to, inter alia,
          extend the term of the existing offer to lease to April 30, 2004.
          [such amendment to be null and void in the event the conditions herein
          are not satisfied);

          (ii) in writing to an acceptable office, plant and warehouse layout
          and finishings for the Premises.

Tenant's Work

The Tenant will be permitted at its expense to :

    (i)   cut into the floors of the Premises to provide for drainage for its
          equipment
    (ii)  cut into the ceiling\roof of the Premises for venting purposes
    (iii) remove the existing wall between the Premises and 625 Hood Road and/or
          create an opening to allow free and clear access between both units.
          Relocation/ removal/addition of walls in a layout shall be agreed upon
          between the Landlord and

                                     -52-
<PAGE>

           the Tenant within five (5) business days of the date of acceptance of
           this offer to lease.
     (iv)  install HVAC, lighting and vinyl floor tiling in the warehouse area
           of the Premises.

Provided that such work shall not be commenced prior to the issuance by the
Landlord of its written approval of all plans therefor, which approval shall not
be unreasonably withheld.

All work shall be completed by the Tenant in a good and workmanlike manner and
in accordance with all municipal legislation and regulations imposed by all
authorities having jurisdiction.  The Landlord shall have the right to approve
the Tenant's contractors.  Such approval shall not be unreasonably withheld and
the decision in connection therewith shall be made promptly.

Landlord's Work

The Landlord shall complete, at its expense, the work described in schedule "A"
hereto.

Delay By Landlord

In the event the Landlord's Work is not completed by the later of November 1,
1998 or thirty days following the vacating of the Premises by the existing
tenant, Safety - Kleen Canada Inc., through no fault of the Tenant, then the
commencement date of the lease term shall be extended to the date that the
Landlord's Work is in fact completed (the "Commencement Date") and all dates
contained herein including the one month rent free period shall be adjusted
accordingly.

Signage

The Tenant shall be permitted to erect, at its own expense, in accordance with
all municipal legislation and regulations imposed by all authorities having
jurisdiction, and subject to the Landlord's prior written approval, such signs
as are required to properly identify the building and to direct visitors,
employees and shipping/receiving activities.

Options To Renew \ Purchase

The Tenant if not then in default under the lease, either in payment of rent or
observance of the material covenants :

          (1) shall have the option to extend the Term of the lease for a
further term of five (5) years upon giving the Landlord at least nine (9)
months' written notice of the exercise of such right. The extension term shall
be for a period of five (5) years under the same terms and conditions as are set
out herein and in the lease (including the basic rent rate of $6.50 per square
foot) except for (i) any further right of extension (ii) the area of the
Premises shall include the existing space in the building [ known municipally as
635 Hood Road ] presently being leased by the Tenant from the Landlord .

                                     -53-
<PAGE>

          (2) shall have the option to purchase the land and building known
municipally as 625 and 635 Hood Road [being Lots 17 and 18, plan M 1807],
Markham and all improvements thereon at any time during the Term by delivering
to the Landlord written notice of the exercise of such right. The purchase price
shall be equivalent to the estimated market value for similar buildings in the
area as at the date that notice of exercise of the option is given as agreed
upon between the Landlord and Tenant.  In the event that the option to purchase
is exercised, the Tenant shall accept any then existing tenancies in the
Premises or part thereof.

Provided that if the Landlord and Tenant fail to agree upon the market value
within two months of the Tenant's exercise of the option to purchase then same
shall be established as set out below.

     Either the Landlord or the Tenant  (the "Requesting Party") shall be
     entitled to notify the other party hereto (the "Receiving Party") of the
     name of an expert for the purposed of determining the market value.  Within
     fifteen (15) days after such notice from the Requesting Party, the
     Receiving Party shall notify the Requesting party either approving the
     expert proposed by the Requesting Party or naming another expert for the
     purposes of determining the market value.  Should the Receiving Party fail
     to give notice to the Requesting Party within the said fifteen (15) day
     period, the expert named in the notice given by the Requesting Party shall
     perform the expert's functions hereinafter set forth. If the Landlord and
     Tenant are unable to agree upon the selection of the expert within fifteen
     (15) days after such notice from the Receiving Party to the Requesting
     Party, then either party shall be entitled to apply to a court to appoint
     an expert in the same manner as an arbitrator may be appointed by a court
     under the Arbitrations Act of Ontario.

     The expert appointed by either the Landlord and /or the Tenant or by a
     court, shall be qualified by education, experience and training to value
     commercial real estate for rental and sale purposes in the Province of
     Ontario and shall have been ordinarily engaged in the valuation of real
     property in the Town of Markham and Greater Toronto area for at least the
     immediately preceding ten years.  Within sixty (60) days after being
     appointed the expert shall make a determination of the market value based
     upon the considerations set out above. The cost of such determination shall
     be shared equally by the parties.  The determination of the expert of
     market value shall be conclusive and binding upon the Landlord and Tenant
     and not subject to appeal.

Parking

The Tenant shall have full and exclusive use of the building's parking lot.

Deposit

A deposit of $30,543.50 shall be submitted to the Landlord's agent upon the
satisfaction of the conditions described above and applied on account of the
basic rent for the first two months following expiry of the one month rent free
period.

                                     -54-
<PAGE>

Assignment

The Tenant shall have the right to assign or sublet the whole or any part of the
Premises subject to the approval of the Landlord which approval shall not be
unreasonably withheld.  In the event that the Tenant assigns all of its interest
in the Premises then it shall remain liable to the Landlord for the observance
and performance of all covenants herein including the covenant to pay rent
during the initial Term but not thereafter.

Lease

The Lease shall be prepared by the Landlord in accordance with the terms and
conditions of this Offer to Lease and shall contain such other terms and
conditions as are agreed upon by the Landlord and the Tenant.  A copy of this
Offer to Lease shall be annexed as a schedule to the Lease.

Use

The Tenant may use the Premises for light electronic manufacturing, warehousing,
offices together with such other uses as are permitted by the applicable
building bylaws of the Town of Markham and the Landlord, such permission not to
be unreasonably withheld.

Insurance

The Tenant shall provide the Landlord with certificates of insurance evidencing
that the Tenant has taken out in the names of the Tenant, the Landlord and any
Mortgagee, insurance covering the Premises and their contents and leasehold
improvements, comprehensive general liability insurance and any other form of
insurance as more fully set out in the Lease all in accordance with and as
required under the Lease.  Each party, save and except as provided herein, shall
be responsible for injury or loss directly attributable to its own negligence or
those for whom it is at law responsible and all insurance policies required
pursuant hereto shall provide for a waiver of subrogation in favour of the
Landlord or the Tenant as the case may be.

Brokerage Commission \ Agency Disclosure

The Tenant represents and warrants to the Landlord that no broker, agent or
other intermediary other than Royal LePage Commercial Inc. has negotiated or has
been instrumental in the negotiating and \ or consummating of this Offer to
Lease.

The Landlord and Tenant acknowledge and agree that Royal LePage Commercial Inc.
is acting on behalf of the Landlord and is to be compensated solely by the
Landlord upon successful completion of this transaction.

Repair By Landlord

                                     -55-
<PAGE>

The Landlord shall be responsible at its expense:

          (i) to keep in a good and reasonable state of repair the structural
          elements of the Building and the Premises including all footings, the
          foundation, floor, load-bearing walls, supporting columns, and roof.

The Landlord shall undertake any such repairs promptly upon receipt of notice
from the Tenant in accordance with the provisions of the Lease to be entered
into for the Premises.  Provided that the Tenant shall be responsible for any
damage caused by it to the structural elements of the Building and the Premises
unless such damage is covered by insurance that the Landlord is required by the
Lease to provide.

Repair By Tenant

The Tenant shall be responsible to maintain the Premises in the same condition
as at the commencement of the lease Term save and except for:

          (i) reasonable wear and tear

          (ii) all repairs and replacements to the structural components of the
          building and the Premises or those resulting from any inadequacy of
          design and construction of the building all of which shall be the
          responsibility of the Landlord at its sole expense as above provided;
          and
          (iii) damage by fire, including water and smoke damage and other
          casualties in respect of which the Landlord is required by the Lease
          to insure.

Provided that the Tenant shall only be required to pay the amortized value [
based upon their expected life expectancy ] of the cost of those repairs and
replacements which are its responsibility hereunder and which are properly
characterized as " capital" in nature in accordance with generally accepted
accounting principles .

Provided however that subject to subparagraph (i) above, the Tenant shall
restore to preoccupancy condition at the termination of the Term:

          (i) any computer room environment or built-in vault
          (ii) any holes in the ceilings, roof or floors created by the Tenant.

The Tenant shall not be required at the termination of the Term to replace
previously existing walls or make good any openings made in existing walls as
part of the Tenant's work described above.

The Tenant shall have the right to make alterations and installations, from time
to time during the Term or any renewal thereof, provided it has the prior
written consent of the Landlord, which shall not to be unreasonably withheld.

                                     -56-
<PAGE>

The Tenant may remove its equipment and fixtures at the termination of the Lease
provided any damage caused by such removal shall be repaired by the Tenant.  The
Tenant shall leave the Premises in vacant, broom-swept condition at the
conclusion of the Term.

Environmental

The Landlord warrants and represents that as at the Commencement Date, the
Premises and the lands upon which the building is situate:

          (i) shall be free of environmental contamination of any kind

          (ii) shall comply with all applicable environmental laws, rules,
          policies and guidelines

The Landlord shall indemnify and hold harmless the Tenant from all costs,
claims, demands, suits, actions and damages (including loss of profit) and
expenses to which the Tenant may be put or may suffer arising directly or
indirectly incurred from (a) any misrepresentation by or on the part of the
Landlord (b) any warranty or representation on the part of the Landlord being
untrue (c) any failure by the Landlord to perform any of its covenants relating
to environmental matters.

These environmental warranties, representations, covenants and indemnity are
intended to remain in full force and effect and shall not merge in any
subsequent document nor cease to have effect in the event of the sale of the
building.

The Landlord also agrees to supply the Tenant with a Phase II environmental
report within two weeks of its acceptance of this Offer to Lease.  The provision
of such report shall not effect the above recited environmental warranties and
representations and landlord's indemnity.  In the event that the Landlord does
not so provide the Phase 11 environmental report then it is agreed and
understood that in the event an environmental problem develops or becomes known
in the future in respect of which there is an issue as to whether or not it
originates as a result of activities occurring prior to SMTC occupancy, then the
burden of proof shall be on the Landlord to prove the environmental problem
originated from SMTC's activities.

Notices

Any notice required or permitted to be given hereunder shall be in writing and
shall be effectively given if:

          (i) delivered personally,
          (ii) sent by prepaid courier services or
          (iii) sent prepaid by telecopier, or other similar means of electronic
          communication (confirmed on the same or the following day by prepaid
          mail) addressed, in the case of the Tenant as follows:

                                     -57-
<PAGE>

          The Surface Mount Technology Centre Inc.
          635 Hood Road
          Markham, ON
          L3R 4N6

          Attention: Paul Walker

          Facsimile 905 479 1877

          and in the case of notice to the Landlord as follows:

          Warden McPherson Developments Ltd.
          c\ o Z & N Construction Management Limited
          8 - 25 Valleywood Drive
          Markham, ON

          L3R 5L9

          Attention: Sal Nasello

          Facsimile 905 470 0598

Any notice so given shall be deemed conclusively to have been given and received
when so personally delivered or sent by telecopy or other electronic
communication or on the second day following the sending thereof by private
courier.  Any party hereto may change any particulars of its address for notice
by notice to the others in the manner aforesaid.

No Representation

There are no covenants, representations, agreements, warranties or conditions
relating to the Premises whether express or implied, collateral or otherwise,
except those as set forth herein.

Time of the Essence \ Act Reasonably \ Registration of Notice

Time is of the essence of this offer to lease and the Lease.

The Landlord and the Tenant agree to act in a commercially reasonable manner in
their dealings with each other.

The Landlord agrees to consent to the Tenant registering in the Land Registry
Office at Newmarket notice of this offer to lease or executed lease agreement.

Acceptance Period

                                     -58-
<PAGE>

This Offer to Lease is open for the Landlord's acceptance until 5:00 pm
September 3, 1998, after which time, if not accepted, this Offer shall be null
and void and of no further force of effect.

The foregoing agreement is hereby agreed to by the Tenant.

Dated at the Town of Markham this 2nd day of September , 1998.

                              Tenant:

                              THE SURFACE MOUNT TECHNOLOGY
                              CENTRE INC.


                              By: /s/ Paul Walker
                                 ________________________________
                              Name: Paul Walker
                              Title: President


The Landlord hereby accepts the offer to lease.

Dated at the Town of Markham this 3 day of September , 1998.

                              Landlord

                              WARDEN-McPHERSON DEVELOPMENTS LTD.

                              By: /s/ Oscar Zvretsky
                                 _________________________________
                              Name:  Oscar Zvretsky
                              Title: President

                              By: /s/ Robert Green
                                 _________________________________
                              Name:  Robert Green
                              Title:  Treasurer

                                     -59-
<PAGE>

               SCHEDULE, A TO LEASE OFFER DATED SEPTEMBER 2,1998

1) Landlord's Work - 625 Hood Road

The Landlord shall renovate the Premises, at its expense and in a good and
workmanlike manner (and to a standard of that of the Tenant's existing premises
at 635 Hood Road) to provide for the following:

Office Area

(a) install wall-to-wall carpeting in the Tenant's choice of colours from the
Landlord's samples (including baseboard, carpet);

(b) relocation/removal/addition of walls in a layout to be agreed upon between
the Landlord and the Tenant within five (5) business days;

(c) perform modification/relocation/addition of electrical outlets, as requested
by Tenant;

(d) repair and replace ceiling tiles and/or components of the T-bar mounting;
including T-bar ceilings, 2'x4' fluorescent light fixtures;

(e) paint all walls in two coats of paint in the Tenant's choice of colours from
the landlord's samples.

(f) side lights in all private office as those at 635 Hood Road (4'x 6');

(g) washrooms to be cleaned, painted and renovated to the washroom standards at
635 Hood Road;

(h) construct a new lunchroom approximately 20'x 30' (exact size to be
determined by Tenant and Landlord) including HVAC, dropped T-bar ceiling, 2'x 4'
fluorescent light fixtures and vinyl tile flooring, double stainless steel sink,
upper and lower cupboards (8'x 10'), duplex outlets for fridge and microwaves.

(i) install new warehouse male and female washrooms, including sinks, vanity,
mirrors, paper towel dispensers - urinals, toilets, stalls and proper exhaust
system.  All hardware to be similar or equal to 635 Hood Road.

75-100 employees:   70% female \ 30% male

Warehouse Area

(j) all floors and walls to be professionally cleaned to ensure removal of all
chemical and oil residues.

2) Landlord's Work - 625 - 635 Hood Road

                                     -60-
<PAGE>

Roof

The Landlord shall at its expense strip and replace the complete roofing
structure at 625 - 635 Hood Road other than that area of the roof consisting of
approximately 9,500 square feet which has already been replaced.  This work
shall be completed by October 15, 1998 or such other date as agreed upon by the
Landlord and the Tenant.

Parking Lot

The Landlord shall at its expense resurface (asphalt), repair and reline the
entire parking area by October 15, 1998 or such other date as agreed upon by the
Landlord and the Tenant.

3) Warranty

The Landlord warrants and represents that all existing electrical, lighting,
mechanical, plumbing, heating and air conditioning systems\the sprinkler system
and all other fixtures will be in good working order as at the Commencement date
and agrees to take any remedial action required to ensure the accuracy of such
warranties and representations.  The Landlord to provide the Tenant with
confirming inspection reports.

Provided that both the Landlord and the Tenant agree to use their best efforts
to make all necessary selections and give all necessary approvals so as to not
delay each others' work as described in this Schedule "A" .  In the event the
Landlord completes its work prior to November 1, 1998, then the Commencement
Date may be accelerated if the Tenant agrees.

                                     -61-
<PAGE>

                      FOR USE IN THE PROVINCE OF ONTARIO
                            AMENDMENT TO AGREEMENT
<TABLE>

<S>                  <C>                               <C>
TYPE OF AGREEMENT    Offer to Lease                    DATED April 20, 1992
                  -----------------------------------
SUBJECT PROPERTY  635 Hood Road, Markham, Ontario
                 -----------------------------------
BETWEEN PURCHASER(S)/LESSEE(S)  The Surface Mount Technology Centre, Inc.
                              -------------------------------------------------
 VENDORS/LESSOR(S) Warden McPherson Developments, Ltd.
                  ------------------------------------------

It is hereby understood and agreed between the undersigned parties hereto that
the following changes shall be made to the above mentioned Agreement, and except
for such changes noted below all other terms and conditions in the Agreement
shall remain in full force and effect:

DELETE:

     TERM
     ----
     The Lease Term shall be for a period of ten (10) years and six (6) months
     commencing November 1, 1992 (Commencement Date) and terminating April 30,
     2003 (Expiry Date)

     RENTAL RATE
     -----------
     Throughout the Term of the Lease, the net annual rental amount (Basic Rent)
     shall be calculated on the basis of:

     Years 1-5:     Five Dollars ($5.00) per square foot of Gross Rentable Area
                    per annum, from November 1, 1992 to October 31, 1997;

     Years 6 -10.5: Six Dollars and Twenty-Five Cents ($6.25) per square foot of
                    Gross Rentable Area per annum, from November 1, 1997 to
                    April 30, 2003.

The foregoing Basic Rent shall be payable in equal monthly instalments, in
advance, on the first day of each and every month of the Lease Term.

INSERT:
     TERM
     ----
     The Lease Term shall be for a period of eleven (11) years and six (6)
     months commencing November 1, 1992 (Commencement Date) and terminating
     April 30, 2004 (Expiry Date)

     RENTAL RATE
     -----------

     Throughout the Term of the Lease, the net annual rental amount (Basic Rent)
     shall be calculated on the basis of:

     Years 1-5:     Five Dollars ($5.00) per square foot of Gross Rentable Area
                    per annum, from November 1, 1992 to October 31, 1997;

     Years 6 - 11:  Six Dollars and Twenty-Five Cents ($6.25) per square foot of
                    Gross Rentable Area per annum, from November 1, 1997 to
                    April 30, 2004.

     The foregoing Basic Rent shall be payable in equal monthly instalments, in
     advance, on the first day of each and every month of the Lease Term.


DATED at  Markham               this 2nd day of September 1998
          -------                    ---        --------- ----
SIGNED, SEALED AND DELIVERED    IN WITNESS whereof I have hereunto set my hand and seal:
</TABLE>

                                     -62-
<PAGE>

<TABLE>
<S>                                     <C>
in the presence of                        THE SURFACE MOUNT TECHNOLOGY CENTRE INC.

_______________________                 ____________________________(Affix Seal)   _______________  ______
(Witness)                               (Purchaser/Lessee)                         (Date)


                                        per: /s/ Paul Walker             (Affix Seal)  9/2/98
__________________________                  _____________________________            _______________

_____(Witness)                          (Purchaser/Lessee)                         (Date)


DATED at  Markham                       ______this_______  day of September_____ 19   98
        __________
in the presence of               IN WITNESS whereof I have hereunto set my hand and seal
                                    WARDEN McPHERSON DEVELOPMENTS LTD

__________________________              ____________________________________  (Affix Seal)________________
(Witness)                               (Vendor/Lessor)                                       (Date)

                                       per:   /s/ Robert Green               (Affix Seal)
__________________________                   _______________________________              ________________
(Witness)                                     (Vendor/Lessor)                                 (Date)
</TABLE>

                                ACKNOWLEDGMENT

<TABLE>
<S>                                                    <C>
I/WE acknowledge receipt of a signed copy of this      I/WE acknowledge receipt of a signed copy of this
accepted Amendment to Agreement and authorize          accepted Amendment to Agreement and authorize
a copy to be forwarded to my/our solicitor.            a copy to be forwarded to my/our solicitor.
</TABLE>

_____________________________________    _______________________________________
(Vendor/Lessor)     (Date)                (Purchaser/Lessee)      Date


_____________________________________    _______________________________________
(Vendor/Lessor)     (Date)                (Purchaser/Lessee)      Date


_____________________________________    _______________________________________
(Vendor/Lessor's Address)                 (Purchaser's/Lessee's Address)


_____________________________________    _______________________________________
                    (Phone #)                               (Phone #)


_____________________________________    _______________________________________
(Vendor/Lessor's Solicitor)               (Purchaser's/Lessee's Solicitor)

                                     -63-