exhibit_10-34.htm


    


      OFFICE
LEASE

      


      


      


      


      


      RT
TWENTY-SIXTH PENSION PROPERTIES LIMITED

      


      (Landlord)

      


      


      


      


      - and
-

      


      


      


      


      ULTIMATE
SOFTWARE GROUP OF CANADA, INC.

      


      (Tenant)

      


      


      


      - and
-

      


      


      


      


      ULTIMATE
SOFTWARE GROUP, INC.

      


      (Indemnifier)

      


      


      


      


      


      


      


      Suite
801

      277
Wellington Street West

      Toronto,
Ontario

      


      


      


      


      


      


      Rentable
Area:  Approximately two thousand, one hundred and fifteen (2,115)
square feet

      


      


      


      


      Date:  September
4, 2009


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      I N D E
X

      ARTICLE I
- FUNDAMENTAL PROVISIONS

      1.1         Landlord ......................................................................................................................................................................................................................................................................................................................................................................................1

      1.2         Tenant ..........................................................................................................................................................................................................................................................................................................................................................................................1

      1.3         Building .......................................................................................................................................................................................................................................................................................................................................................................................1


      1.4         Premises 

      1.5         Term .............................................................................................................................................................................................................................................................................................................................................................................................1

      1.6         Basic
Rent ...................................................................................................................................................................................................................................................................................................................................................................................1

      1.7         Additional
Rent ...........................................................................................................................................................................................................................................................................................................................................................................2

      1.8         Deposit .........................................................................................................................................................................................................................................................................................................................................................................................2

      1.9         Rent
Commencement
Date .......................................................................................................................................................................................................................................................................................................................................................2

      1.10       Indemnifier .................................................................................................................................................................................................................................................................................................................................................................................2

      1.11       Fundamental
Provisions ...........................................................................................................................................................................................................................................................................................................................................................2

       

      ARTICLE
II - PREMISES

      2.1         Lease ...........................................................................................................................................................................................................................................................................................................................................................................................2


        2.2         Use: .............................................................................................................................................................................................................................................................................................................................................................................................2

      

      2.3         Rules
and
Regulations: ...........................................................................................................................................................................................................................................................................................................................................................2

      2.4         Observance
of
Law:...................................................................................................................................................................................................................................................................................................................................................................2

      2.5         No
Waste or
Nuisance: ...........................................................................................................................................................................................................................................................................................................................................................3

      2.6         Common
Areas: ........................................................................................................................................................................................................................................................................................................................................................................3

      2.7         Easements: ................................................................................................................................................................................................................................................................................................................................................................................3

      2.8         Covenants
of Landlord and
Tenant: ......................................................................................................................................................................................................................................................................................................................................3

       

      ARTICLE
III - TERM - POSSESSION

      3.1         Term: .
........................................................................................................................................................................................................................................................................................................................................................................................4

      3.2         Early
Occupancy
Period: .......................................................................................................................................................................................................................................................................................................................................................4

      3.3         Delay
in
Possession: ..............................................................................................................................................................................................................................................................................................................................................................4

      3.4         Surrender: ...............................................................................................................................................................................................................................................................................................................................................................................4

      3.5         Overholding: ............................................................................................................................................................................................................................................................................................................................................................................4

      3.6         Effect
of
Termination: ............................................................................................................................................................................................................................................................................................................................................................4

      3.7         Acceptance
of
Premises: .......................................................................................................................................................................................................................................................................................................................................................4

      3.8         Demolition: ..............................................................................................................................................................................................................................................................................................................................................................................4

      3.9         Relocation: ...............................................................................................................................................................................................................................................................................................................................................................................5

       

      ARTICLE
IV - RENT

      4.1         Payment: ...................................................................................................................................................................................................................................................................................................................................................................................5

      4.2         Basic
Rent: ...............................................................................................................................................................................................................................................................................................................................................................................5

      4.3         Deposit: .....................................................................................................................................................................................................................................................................................................................................................................................5

      4.4         Proportionate
Share of Realty Taxes and Operating
Costs: ...........................................................................................................................................................................................................................................................................................6

      4.5         Utilities
- Light
Fixtures: .......................................................................................................................................................................................................................................................................................................................................................7

      4.6         Additional
Services: ................................................................................................................................................................................................................................................................................................................................................................7

      4.7         General
Provisions: ................................................................................................................................................................................................................................................................................................................................................................7

       

      ARTICLE V
- TAXES

      5.1         Taxes
Payable by the
Landlord: ............................................................................................................................................................................................................................................................................................................................................8

      5.2         Business
and Other Taxes Payable by the
Tenant: ..........................................................................................................................................................................................................................................................................................................8

      5.3         Contesting
Taxes: ...................................................................................................................................................................................................................................................................................................................................................................8


        5.4         Alternate
Methods of
Taxation: ............................................................................................................................................................................................................................................................................................................................................8

         

        
          
             

          

          
            i

            
              

            

          

          
             

          

        

      

       

      ARTICLE
VI - MAINTENANCE, REPAIRS AND ALTERATIONS

      6.1         General
Statement: ..................................................................................................................................................................................................................................................................................................................................................................9

      6.2         Responsibility
of
Tenant: ........................................................................................................................................................................................................................................................................................................................................................9

      6.3         Tenant
Not
Responsible: .........................................................................................................................................................................................................................................................................................................................................................9

      6.4         Responsibility
of
Landlord: ....................................................................................................................................................................................................................................................................................................................................................9

      6.5         Inspection,
Entry and
Notice: .................................................................................................................................................................................................................................................................................................................................................9

      6.6         Notify
the
Landlord: ...............................................................................................................................................................................................................................................................................................................................................................10

      6.7         Alterations
or
Improvements: ..............................................................................................................................................................................................................................................................................................................................................10

      6.8         Removal
and
Restoration: .....................................................................................................................................................................................................................................................................................................................................................11

      6.9         External
Changes: ..................................................................................................................................................................................................................................................................................................................................................................12

      6.10       Trade
Fixtures: .......................................................................................................................................................................................................................................................................................................................................................................12

      6.11       Tenant's
Signs: ......................................................................................................................................................................................................................................................................................................................................................................12

      6.12       Directory
Board:.....................................................................................................................................................................................................................................................................................................................................................................12

      6.13       Landlord's
Signs: ...................................................................................................................................................................................................................................................................................................................................................................12

      6.14       Environmental
Provisions: ....................................................................................................................................................................................................................................................................................................................................................13

      6.15       Landlord's
Alterations: .........................................................................................................................................................................................................................................................................................................................................................14

      


      ARTICLE
VII - STANDARD SERVICES

      7.1         Heating
and
Air-Conditioning: .............................................................................................................................................................................................................................................................................................................................................15

      7.2         Cleaning: ..................................................................................................................................................................................................................................................................................................................................................................................15

      7.3         Elevators: ..................................................................................................................................................................................................................................................................................................................................................................................15

      7.4         Security
and
Information: .....................................................................................................................................................................................................................................................................................................................................................15

      7.5         Utilities: ....................................................................................................................................................................................................................................................................................................................................................................................16

      7.6         Interruption
or Delay of
Services: .......................................................................................................................................................................................................................................................................................................................................16

      7.7         Public
Policy: ...........................................................................................................................................................................................................................................................................................................................................................................16

      


      ARTICLE
VIII - ASSIGNMENT AND SUBLETTING

      8.1         Assignment,
Subletting: .......................................................................................................................................................................................................................................................................................................................................................16

      8.2         Landlord's
Consent: ..............................................................................................................................................................................................................................................................................................................................................................16

      8.3         Requests
for
Consent: ...........................................................................................................................................................................................................................................................................................................................................................17

      8.4         Assignment
by
Landlord: ......................................................................................................................................................................................................................................................................................................................................................17

      8.5         Liability
of Tenant after
Transfers: ....................................................................................................................................................................................................................................................................................................................................17

       

      ARTICLE
IX - INSURANCE AND INDEMNIFICATION

      9.1         Tenant's
Insurance: ...............................................................................................................................................................................................................................................................................................................................................................17

      9.2         Policy
Requirements: ............................................................................................................................................................................................................................................................................................................................................................18

      9.3         Proof
of
Insurance: ................................................................................................................................................................................................................................................................................................................................................................18

      9.4         Failure
to
Maintain: ...............................................................................................................................................................................................................................................................................................................................................................18

      9.5         Damage
to Leasehold
Improvements: .................................................................................................................................................................................................................................................................................................................................18

      9.6         Increase
in Insurance
Premiums/Cancellation: ..............................................................................................................................................................................................................................................................................................................19

      9.7         Landlord's
Insurance: ...........................................................................................................................................................................................................................................................................................................................................................19

      9.8         Non-Liability
for Loss, Injury or
Damage: ........................................................................................................................................................................................................................................................................................................................19

      9.9         Indemnification
of the Landlord and the
Tenant: ..............................................................................................................................................................................................................................................................................................................19

      
        
           

        

        
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      9.10       Extension
of Rights and
Remedies: .....................................................................................................................................................................................................................................................................................................................................20

      9.11       Release
in Favour of the Landlord and the
Tenant: ..........................................................................................................................................................................................................................................................................................................20


      
         

      

      ARTICLE
X - DAMAGE

      10.1         Damage
to
Premises: ............................................................................................................................................................................................................................................................................................................................................................20

      10.2         Damage
to the
Building: .......................................................................................................................................................................................................................................................................................................................................................21

      10.3         Architect's
Certificate: ........................................................................................................................................................................................................................................................................................................................................................22

       

      ARTICLE
XI - UNAVOIDABLE DELAY

      11.1         Unavoidable
Delay:  ................................................................................................................................................................................................................................................................................................................................................................22


        
 

      

      ARTICLE
XII - LANDLORD'S REMEDIES

      12.1         Landlord May Perform Tenant's
Covenants: ....................................................................................................................................................................................................................................................................................................................22


        12.2         Re-Entry: ..................................................................................................................................................................................................................................................................................................................................................................................22

      

      12.3         Right
to
Distrain: ...................................................................................................................................................................................................................................................................................................................................................................23

      12.4         Landlord
May Follow
Chattels: ............................................................................................................................................................................................................................................................................................................................................24

      12.5         Rights
Cumulative: ................................................................................................................................................................................................................................................................................................................................................................24

      12.6         Acceptance
of Rent
Non-Waiver: ........................................................................................................................................................................................................................................................................................................................................24


      


      ARTICLE
XIII - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION

      13.1         Certification: ...........................................................................................................................................................................................................................................................................................................................................................................24

      13.2         Attornment: .............................................................................................................................................................................................................................................................................................................................................................................24

      13.3         Subordination: .........................................................................................................................................................................................................................................................................................................................................................................24

      13.3A      Non-disturbance
Agreement: ...............................................................................................................................................................................................................................................................................................................................................24

      13.4         Rights
of
Mortgagees: ...........................................................................................................................................................................................................................................................................................................................................................25

       

      ARTICLE
XIV - MISCELLANEOUS

      14.1         Joint
and Several
Liability: ..................................................................................................................................................................................................................................................................................................................................................25

      14.2         Landlord
and Tenant
Relationship: .....................................................................................................................................................................................................................................................................................................................................25

      14.3         Planning
Act: ..........................................................................................................................................................................................................................................................................................................................................................................25

      14.4         No
Waiver: ...............................................................................................................................................................................................................................................................................................................................................................................25

      14.5         Expropriation: ..........................................................................................................................................................................................................................................................................................................................................................................25

      14.6         Notice: .......................................................................................................................................................................................................................................................................................................................................................................................26

      14.7         Net
Lease: .................................................................................................................................................................................................................................................................................................................................................................................26

      14.8         Non
Merger: ............................................................................................................................................................................................................................................................................................................................................................................26

      14.9         Lease
Entire
Agreement: ......................................................................................................................................................................................................................................................................................................................................................26

      14.10       Registration: ...........................................................................................................................................................................................................................................................................................................................................................................27

      14.11       Name
of
Building: ..................................................................................................................................................................................................................................................................................................................................................................27

      14.12       Governing
Law: ......................................................................................................................................................................................................................................................................................................................................................................27

      14.13       Survival
of Tenant's
Covenants: .........................................................................................................................................................................................................................................................................................................................................27

      14.14       Quiet
Enjoyment: ...................................................................................................................................................................................................................................................................................................................................................................27

      14.15      
Binding on
Successors: .......................................................................................................................................................................................................................................................................................................................................................27

       

      
        
           

        

        
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      14.16       Limitation
on
Use: .................................................................................................................................................................................................................................................................................................................................................................27

      14.17      
Corporate
Ownership: ..........................................................................................................................................................................................................................................................................................................................................................27

      14.18       Assignment
and
Subletting: ...............................................................................................................................................................................................................................................................................................................................................
27

      14.19       Several
Liability: ...................................................................................................................................................................................................................................................................................................................................................................28

      14.20       Time
of the
Essence: .............................................................................................................................................................................................................................................................................................................................................................28

      


      ARTICLE
XV - DEFINITIONS - INTERPRETATION

      15.1         Definitions: ............................................................................................................................................................................................................................................................................................................................................................................28

      15.2         Interpretation: .......................................................................................................................................................................................................................................................................................................................................................................34


      


      SCHEDULE  2A2 - LEGAL
DESCRIPTION

      SCHEDULE  2B2 - FLOOR
PLAN

      SCHEDULE
“B-1” – SPACE PLAN

      SCHEDULE  2C2 - LANDLORD’S &
TENANT’S WORK

      SCHEDULE  2D2 - RULES AND
REGULATIONS

      SCHEDULE  2E2 - SPECIAL
PROVISIONS

      


      



      
        
           


        

        
          iv

          
            

          

        

        
           


        

      


      


      THIS
LEASE is made the 4th day
of September, 2009

      


      between
the Landlord, Tenant and Indemnifier, if any, listed below.

      


      


      ARTICLE I - FUNDAMENTAL
PROVISIONS

      


      1.1               Landlord:

      


      RT
TWENTY-SIXTH PENSION PROPERTIES LIMITED, a company incorporated under the
laws of the Province of Ontario and having a mailing address for the purposes of
this Lease at 40 University Avenue, Suite 1200, Toronto, Ontario M5J
1T1.

      


      1.2               Tenant:

      


      ULTIMATE
SOFTWARE GROUP OF CANADA, INC.

      


      1.3               Building:

      


      277 Wellington Street West,
Toronto, Ontario, situate upon the lands described in Schedule "A" of this
Lease.

      


      1.4               Premises:

      (Section 2.1)

      


      The space
outlined in red on Schedule "B" of this Lease, designated as Suite 801,
located on the eighth
(8th) floor of the Building and
having a Rentable Area of
approximately two thousand, one hundred and fifteen (2,115) square
feet.

      


      1.5               Term:

      (Section 3.1)

      


      Five
(5) years
commencing on the latter
of:  (a) January 1, 2010 and (b) the date on which the Landlord’s Work
and the Turnkey (as hereinafter defined) are complete but in no event shall such
date be on a date later than February 1, 2010 (the “Term Commencement Date”) and
expiring five (5) years from the Term Commencement
Date.  

      


      1.6               Basic
Rent:

      (Section 4.2)

      


      During
the first two (2) years of the Term, Thirty-eight Thousand, Five Hundred,
Ninety-eight Dollars and Seventy-five Cents ($38,598.75) per annum,
computed at the annual rate of Eighteen Dollars and Twenty-five
Cents ($18.25) per square foot of Rentable Area of the Premises, and
payable monthly in advance in the amount of Three Thousand, Two Hundred, Sixteen
Dollars and Fifty-six Cents ($3,216.56) per month commencing on the Term Commencement
Date.

      


      During
the last three (3) years of the Term, Forty Thousand, Seven Hundred, Thirteen
Dollars and Seventy-five Cents ($40,713.75) per annum, computed at the
annual rate of Nineteen Dollars
and Twenty-five Cents ($19.25) per square foot of Rentable Area of the
Premises, and payable monthly in advance in the amount of Three Thousand, Three Hundred,
Ninety-two Dollars and Eighty-one Cents ($3,392.81) per month commencing
on the 1st day of the third (3rd) year of the
Term.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


      1.7               Additional
Rent:

      


      The
following additional payments are due as rent payable as of and from the Rent
Commencement Date:

      


      (a)           Proportionate
Share of Realty Taxes and Operating
Costs                                                                   (Section
4.4)

      


      (b)           Utilities
for
Premises                                                                                                                                  
 (Section 4.5)

      


      (c)           Additional
Services, if
any                                                                                                                         (Section
4.6)

      


      1.8               Deposit:

       
 

      The
Tenant has provided the Landlord with a deposit in the total amount of Fourteen
Thousand, Seven Hundred and Eight Dollars and Seventy-seven Cents ($14,708.77),
to be applied as provided in Section 4.3 hereof.

      


      1.9               Rent Commencement
Date:                                                                                                                     (Section
4.1)

      


      All
Rent payments will commence on the Term Commencement Date.

      


      1.10               Indemnifier:                                                                                                                     

      


      Ultimate
Software Group, Inc.

      


      To
induce the Landlord to enter into this Lease, the Indemnifier hereby agree to
jointly and severally indemnify the Landlord with respect to the Tenant’s
observance and performance of its obligations under this Lease.  The
Indemnifier will execute the indemnity agreement dated the 4th day
of September, 2009 (the “Indemnity Agreement”) concurrent with the execution of
this Lease. 

      


      1.11               Fundamental
Provisions:

      Each
reference in this Lease to any of the Fundamental Provisions listed above shall
be read as having the same dates, quantities and other meanings as specified in
this Article I.  Certain words and phrases recurring throughout this
Lease have defined meanings as set out in Article 15, unless the subject matter
or context requires otherwise.

      


      ARTICLE II - PREMISES

       
 

      2.1               Lease:

      In
consideration of the Rent to be paid, the Landlord hereby leases to the Tenant
the premises outlined in red on Schedule "B" of this Lease, (the "Premises")
described in Section 1.4 hereof, together with the rights and privileges as
contained in this Lease, and the Tenant hereby leases and accepts the Premises
from the Landlord, to have and to hold during the Term, subject to the terms,
covenants and conditions set out in this Lease. The Rentable Area of the Premises
will be certified by the Landlord’s space planner, by way of a floor plan, in
accordance with BOMA and the Rent will be adjusted in accordance with the
certified area.  The Landlord will advise the Tenant in writing of the
area measurement and provide
the Tenant with a copy of such floor plan, and the parties agree to be
bound thereby.

      


      2.2               Use:

      The
Tenant covenants to use the Premises for the purposes of a general business
office only (including
providing intermittent training with not more than ten (10) trainees at a
time) only in accordance with the standards of a first-class office
building of similar age and in a similar location, and subject in any event to
the limitations on use set forth in Section 14.16 hereof.  The Tenant
shall take possession of the Premises no later than the Term Commencement Date,
unless the Landlord otherwise consents in writing, which consent shall not be
unreasonably withheld.

      


      2.3               Rules and
Regulations:

      The
Tenant covenants to abide by the Rules and Regulations as set out in Schedule
"D" annexed hereto, and to cause those for whom it is responsible to observe
such Rules and Regulations.  The Landlord, acting reasonably, may make
changes to the Rules and Regulations from time to time upon giving notice to the
Tenant, provided that the Landlord shall not be liable in any way for
either a failure to enforce such observance, or a failure on the part of other
tenants to so observe.

      


      
        	
                2.4  

              	
                Observance
      of Law:

              


      

      The
Tenant is responsible at all times to comply with and to keep the Premises, the
Leasehold Improvements and Trade Fixtures, and to otherwise conduct its
business, in accordance with the requirements of all applicable laws,
directions, rules, regulations or codes of the Landlord and every governmental
authority having jurisdiction and of any insurer by which the Landlord or the
Tenant is insured and affecting the operation, condition, maintenance, use or
occupation of the Premises and Trade Fixtures or the making of any repair or
alteration including, without limitation, compliance with each Environmental Law
and any agreements with adjoining owners and or third parties affecting the
Premises and the Building.  The Tenant shall not allow or cause any
act or omission to occur in or about the Premises which may result in an illegal
use or causes any breach of or non-compliance with such laws, directions, rules,
regulations and codes.  If, due to the Tenant's acts, omissions or use
of the Premises, repairs, alterations or improvements to the Premises or the
Building are necessary to comply with any of the foregoing or with the
requirements of insurance carriers, the Tenant will pay the entire cost
thereof.

      


      2.5               No Waste or
Nuisance:

      The
Tenant shall not commit or permit any waste or damage to the Premises or the
Building, or commit or permit anything which may does disturb the quiet
enjoyment of any occupant of the Building or which may does interfere with the
operation of the Building.  The Tenant will not cause or permit any
nuisance or hazard in or about the Premises and Tenant will not permit the
storage of any Contaminant or any Discharge in or about the Premises or the
Building and will keep the Premises free of Contaminants, debris, trash,
rodents, vermin and anything of a dangerous, noxious or offensive nature or
which could create a fire hazard (through undue load on electrical circuits or
otherwise) or undue vibration, heat or any noxious or strong noises or odours or
anything which may disturb the enjoyment of the Building and the Common Areas by
customers and other tenants of the Building.   The Tenant shall
ensure that its Leasehold Improvements, Trade Fixtures or other equipment do not
disrupt, adversely affect, or interfere with providers of telecommunication
services in the Building or with any other tenant’s or occupant’s use or
operation of communications, computer or other equipment or facilities in the
Building; and should such disruption, adverse affect or interference occur, the
Tenant shall immediately cease operation of the relevant facilities or equipment
until the problem is corrected.  Without limiting the generality of
the foregoing: (a) the Tenant shall not use or permit the use of any equipment
or device such as, without limitation, loudspeakers, stereos, public address
systems, sound amplifiers, radios, televisions or VCR's which is in any manner
audible or visible outside of the Premises; and (b) no noxious or strong odours
shall be allowed to permeate outside the Premises; and (c) no boot trays or
other items may be placed outside the Premises; in each case without the prior
written consent of the Landlord which may be arbitrarily withheld or withdrawn
on 24 hours’ notice to the Tenant.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      2.6               Common
Areas:

      The
Landlord agrees that the Tenant, in common with all others entitled thereto
including the general public in concourse areas, may use and have access through
the Common Areas for their intended purposes during Normal Business Hours and in
accordance with the Rules and Regulations only; provided however, that in an
emergency or in the case of the Landlord making repairs, the Landlord may
temporarily close or restrict the use of any part of the Common Areas, although
the Landlord shall, in such instances, endeavour not to prevent access to the
Premises.

      


      2.7               Easements:

      The
Tenant acknowledges that the Landlord and any persons authorized by the Landlord
may install, maintain and repair pipes, wires and other conduits or facilities
through the Common Areas and the Premises.  Any such installing,
maintaining and repairing shall be done as quickly as possible and in a manner
that will minimize inconvenience to the Tenant.

      


      2.8               Covenants of Landlord and
Tenant:

      The
Landlord covenants to observe and perform all of the terms and conditions to be
observed and performed by the Landlord under this Lease.   The
Tenant covenants to promptly pay the Rent when due under this Lease, and to
observe and perform all of the terms and conditions to be observed and performed
by the Tenant under this Lease.


      


      


      ARTICLE III - TERM -
POSSESSION

      


      3.1               Term:

      This
Lease shall be for the Term set out in Section 1.5 unless earlier terminated as
provided in this Lease., and nothing hereafter
contained in this Article III shall postpone the Term Commencement Date, or
extend the Term.

      


      3.2               Early Occupancy
Period:

      


      Provided
this Lease has been executed by the Tenant in a form acceptable to the Landlord
and the Landlord’s Work and the Turnkey are complete on or before December 31,
2009, the Tenant will be given access to the Premises for the purpose of
conducting the Tenant’s business operation in the Premises from the date on
which the Landlord’s Work and the Turnkey are complete to and including December
31, 2009.  During the Early Occupancy Period, the Tenant shall not be
responsible for the payment of Basic Rent, its Proportionate Share of Operating
Costs, or Realty Taxes but shall be bound by all other terms of this Lease
including the requirement to pay for any utilities consumed in the
Premises.

      


      3.3               Delay in
Possession:

      Should the Tenant be
delayed by fault of the Landlord in taking possession of the Premises on the
Term Commencement Date, then and only then shall the payment of Rent be
postponed for the same number of days that the Tenant is so delayed in taking
possession of the Premises.  The Tenant hereby acknowledges and agrees
that such postponement of the payment of Rent shall be in full settlement for
any claims it might have against the Landlord for being delayed in its taking
possession of the Premises.

      


      3.4               Surrender:

      The
Tenant shall surrender possession of the Premises upon termination of this Lease
by expiration of the Term or operation of the terms hereof.

      


      3.5               Overholding:

      If the
Tenant remains in possession of the Premises following termination of this Lease
by expiration of the Term or operation of the terms hereof, with or without
objection by the Landlord, and without any written agreement otherwise
providing, the Tenant shall be deemed to be a monthly tenant upon the same terms
and conditions as are contained in this Lease except as to the Term, and except
as to Basic Rent which shall be equal to the greater of:  (a) twice one hundred and fifty percent (150%)
of the Basic Rent payable in the last year of the Term or any renewal
term, or  (b) the then prevailing rate charged by the Landlord in the
Building.  This provision shall not authorize the Tenant to so
overhold where the Landlord has objected.

      


      3.6               Effect of
Termination:

      The
expiry or termination of this Lease whether by elapse of time or by the exercise
of any right of either the Landlord or the Tenant pursuant to this Lease shall
be without prejudice to the right of the Landlord to recover arrears of rent and
the right of each party to recover damages for an antecedent default by the
other.

      


      3.7               Acceptance of
Premises:

      Taking
possession of all or any portion of the Premises by the Tenant will be
conclusive evidence as against the Tenant that the Premises or such portion
thereof are in satisfactory condition on the date of taking possession, subject
only to latent defects and to those deficiencies (if any) listed in writing in a
notice delivered by the Tenant to the Landlord not more than ten (10) days after
the later of the date of taking possession and or the Term Commencement Date.
In such event, the Landlord
shall diligently repair/remedy such latent defects and/or deficiencies in a
timely manner.

      


      3.8               Demolition:

      Notwithstanding
any other provision of this Lease, the Landlord may terminate the Lease at any
time during the Term or any extension thereof if the Landlord decides to
demolish, alter or renovate the Building.  The Landlord will give the
Tenant not less than six months notice of termination of the Lease pursuant to
this provision.  The six months' notice specified above need not
expire at the end of any year or at the end of any month, and if the day fixed
for termination of the Lease expires on some day other than the last day of a
month, the Rent for such month shall be apportioned on a per diem basis for the
broken period.

      


      3.9Relocation:


      


      The
Landlord shall have the right, at any time during the Term or any extension
thereof, to relocate the Tenant (including any permitted subtenants and/or any
permitted occupants), upon giving the Tenant not less than six (6) months’ prior
written notice, to other premises within the Building (the “Relocated Premises”)
and the following terms and conditions shall be applicable:

      


      
        	
                 
      

              	
                (a)

              	
                the
      Relocated Premises shall be reasonably comparable to the Premises in terms
      of rentable area but the Landlord may elect to relocate the Tenant to
      premises which have a greater rentable area than the Premises provided
      that in such event, the Basic Rent, the Tenant’s Proportionate Share of
      Operating Costs, Realty Taxes and Premises hydro will be calculated as if
      the Relocated Premises contained the same rentable area as the
      Premises;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Landlord shall provide, at its own cost and expense, Leasehold
      Improvements comparable to the standards of the Leasehold Improvements
      which exist in the Premises at the time of the
  relocation;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Relocated Premises shall be on a floor no lower than the seventh (7th)
      floor of the Building and shall have comparable elevator exposure to the
      Premises;

              


      

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (d)

              	
                the
      Landlord shall pay for the reasonable direct moving costs of the Tenant’s
      Trade Fixtures and furnishings from the Premises to the Relocated
      Premises;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                the
      Landlord agrees to use its reasonable efforts to effect the relocation
      with a minimum of disruption to the Tenant’s business;
  and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                all
      other terms and conditions of this Lease shall apply to the Relocated
      Premises except as are inconsistent with the terms and conditions of this
      Section 3.9.

              


      

       

      ARTICLE IV - RENT

      


      4.1               Payment:

      From and
after the Rent Commencement Date, the Tenant shall pay to the Landlord the Basic
Rent and the Additional Rent  as set out in this Lease.

      


      4.2               Basic
Rent:

      The
Tenant shall pay Basic Rent in the amount set out in Section 1.6, which shall be
payable without demand in advance in equal consecutive monthly instalments on
the first of each month commencing on the Rent Commencement
Date.  Rent is subject to adjustment upon certification of the
Rentable Area of the Premises.

      


      4.3               Deposit:

      
        	
                (a)

              	
                Seven
      Thousand, Two Hundred and Sixty-one Dollars and Eighty-five Cents
      ($7,261.85) of the Deposit shall be applied on account of the payment of
      Rent first due and payable by the Tenant pursuant to this
      Lease.  The breakdown is as
follows:

              


      


      
        	
                Basic
      Rent

              	
                $3,216.56

              


      

      
        	
                Estimated
      Operating Costs

              	
                $1,952.85

              


      

      
        	
                Estimated
      Realty Taxes

              	
                $1,464.64

              


      

      
        	
                Estimated
      Premises Hydro

              	
                $   282.00

              


      

      
        	
                GST

              	
                $   345.80

              


      

      


      
        	
                Total:

              	
                $7,261.85

              


      

      


      
        	
                 
      

              	
                and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      balance of Seven Thousand, Four Hundred and Forty-six Dollars and
      Ninety-two Cents ($7,446.92) of the Deposit shall be held by the Landlord,
      without interest, as security against the Tenant’s faithful performance of
      its obligations under this Lease, and if not applied to remedy a default,
      returned to the Tenant within ten (10) days after the expiry of this Lease
      or any extension or earlier termination
thereof.

              


      

      


      4.4               Proportionate Share of
Realty Taxes and Operating Costs:

      


      
        	
                (a)

              	
                The
      Tenant shall pay to the Landlord its Proportionate Share of Realty Taxes
      and Operating Costs commencing on the Rent Commencement
      Date.  The Tenant will also pay a share of all Realty Taxes
      levied, assessed or allocated by the Landlord in respect to the Common
      Areas, if applicable.  On or before the Term Commencement Date
      and the commencement of any Fiscal Period in which the Term falls, the
      Landlord shall estimate the Realty Taxes and Operating Costs and the
      Tenant's Proportionate Share thereof, acting
      reasonably.  The Tenant shall pay to the Landlord in
      equal monthly instalments in advance on the first day of each month a sum
      on account of its Proportionate Share of Realty Taxes and Operating Costs
      based on the Landlord's estimates.

              


      

      


      
        	
                (b)

              	
                The
      Landlord may from time to time re-estimate the amount of projected Realty
      Taxes and Operating Costs for the then current Fiscal Period and
      re-estimate the Tenant's Proportionate Share thereof for the remainder of
      the Fiscal Period and the Tenant shall change its monthly instalments to
      conform with the revised estimates.

              


      

      


      
        	
                (c)

              	
                After
      the end of each Fiscal Period the Landlord shall determine the actual
      Tenant's Proportionate Share of Realty Taxes and Operating Costs and the
      difference between such actual determination and the amount already billed
      to the Tenant in instalments.  If the aggregate of the Tenant's
      instalments for the Fiscal Period in question was less than the actual
      determination, then the Tenant shall pay the difference to the Landlord
      forthwith, or if the aggregate of such instalments was more than the
      actual determination, the Landlord shall forthwith credit the
      difference to the Tenant's rental
account.

              


      

      


      
        	
                (d)

              	
                The
      Landlord's estimate of the Tenant's Proportionate Share of Operating
      Costs, Realty Taxes and Premises hydro payable pursuant to this Lease for
      the calendar year 2009 per square foot of the Rentable Area of the
      Premises are as follows:

              


      

       

      
        	
                Operating
      Costs

              	 	$	11.08	 
	
                Realty
      Taxes

              	 	$	8.31	 
	
                Premises
      Hydro

              	 	$	1.60 $20.99 	 


      

      but
this is only a bona fide estimate made by the Landlord and it is not intended to
be binding nor shall it affect or limit the Tenant's liability for its
Proportionate Share of Operating Costs, Realty Taxes and Premises hydro payable
under this Lease.

      


       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


       

      
        	
                4.5  

              	
                Utilities - Light
      Fixtures:

              


      

      


      
        	
                (a)  

              	
                     Except
      where the Tenant is purchasing Utilities directly from a supplier, the
      Tenant shall pay to the Landlord the cost of Utilities supplied to the
      Premises commencing on the Rent Commencement Date, as reasonably
      determined by the Landlord, and billed monthly, in advance.  The
      amount of such cost shall be based on the Landlord's reasonable estimates
      for the quantities of Utilities supplied multiplied by the average unit
      costs to the Landlord for such utilities.  From time to time,
      but not less than once annually, the Landlord will determine the Tenant’s
      actual cost of Utilities supplied to the Premises and the difference
      between such actual determination and the amount already billed to the
      Tenant in instalments.  If the aggregate of the Tenant’s
      instalments for the period in question was less than the actual
      determination, then the Tenant shall pay the difference to the Landlord
      forthwith, or if the aggregate of such instalments are more than the
      actual determination, the Landlord shall credit the difference to the
      Tenant’s rental account or, if the Term has ended, reimburse the Tenant
      forthwith.  The Tenant shall if requested by the Landlord or
      may, if it desires, install at the Tenant's own expense meters to measure
      the amount of any utilities supplied, and the Landlord shall employ the
      resulting metered quantities in lieu of estimated
      consumption.  The Tenant shall also pay to the Landlord the cost
      of cleaning, maintaining and servicing all electric light fixtures in the
      Premises, including the cost of replacing light bulbs, tubes, starters and
      ballasts.

              


      

       
 

      
        	
                (b)  

              	
                           Where
      the Tenant   is purchasing utilities directly from a
      supplier, it shall only deal with such suppliers that have obtained a
      license or other form of approval from the Landlord to run service for
      such utility through the Building.

              


      

      


      4.6               Additional
Services:

      


      
        	
                (a)

              	
                The
      Tenant may from time to time request Additional Services from the Landlord
      and the Tenant shall pay to the Landlord, the Landlord's charge for such
      Additional Services, payable forthwith upon receipt of the Landlord's
      invoice therefor.

              


      

      


      
        	
                (b)

              	
                The
      Tenant shall not install in the Premises, without the Landlord's prior
      written consent, equipment (including telephone equipment) which generates
      sufficient heat to affect the temperature otherwise maintained in the
      Premises by the air conditioning system as normally
      operated.  The Landlord may install supplementary air
      conditioning units, facilities or services in the Premises, or modify its
      air conditioning system, as may in the Landlord's reasonable opinion be
      required to maintain proper temperature levels, and  the Tenant
      shall pay the Landlord within ten (10) days of receipt of any invoice for
      the cost thereof, including, without limitation, installation, operation
      and maintenance expenses, plus 15% of such cost to cover the Landlord's
      costs of administration.

              


      

      


      
        	
                (c)

              	
                If
      the Landlord shall from time to time reasonably determine that the use of
      electricity or any other utility or service in the Premises is
      disproportionate to the use of other tenants in the Building the Landlord
      may adjust the Tenant's share of the cost thereof from a date reasonably
      determined by the Landlord to take equitable account of the
      disproportionate use and may separately charge the Tenant for such excess
      cost, plus 15% of such excess cost to cover the Landlord's costs of
      administration.  At the Landlord's request, the Tenant shall
      install and maintain at the Tenant's expense metering devices for checking
      the use of any such utility or service in the Premises.  In all
      cases the Tenant shall reimburse the Landlord in the same manner in which
      the Landlord is charged including any demand or energy
      charges.

              


      

      


      4.7               General
Provisions:

      


      
        	
                (a)

              	
                No
      Delay in Payment of Rent:  Nothing contained in this Lease shall
      suspend or delay the payment of any money at the time it becomes due and
      payable.  The Tenant agrees that the Landlord may, at its
      option, apply any sums received against any amounts due and payable under
      this Lease in such manner as the Landlord sees
  fit.

              


      

      


      
        	
                (b)

              	
                Interest
      on Arrears:  If any amount of Rent is in arrears it shall bear
      interest at the Interest Rate.

              


      

      


      
        	
                (c)

              	
                Partial
      Periods:  If the Rent Commencement Date is any day other than
      the first day of a calendar month, or if the Term ends on a day other than
      the last day of a calendar month, then Basic Rent and Additional Rent, as
      the case may be, will be adjusted for the months affected, pro rata based
      on a 365 day year.

              


      

      


      
        	
                (d)

              	
                Estimated
      Amounts:  Where the Landlord estimates or re-estimates the costs
      of Realty Taxes, Operating Costs and the amount of Utilities supplied, it
      shall do so acting reasonably and shall provide the Tenant with statements
      of such estimates in reasonable
detail.

              


      

      


      
        	
                (e)

              	
                Audited
      Statement:  Invoices for the actual determination of the
      Tenant's Proportionate Share of Operating Costs shall be accompanied by an
      audited statement of such Operating Costs.  .

              


      

      


      
        	
                (f)

              	
                General:  All
      amounts payable by the Tenant to the Landlord pursuant to this Lease shall
      be deemed to be Rent. The Tenant agrees to pay all Rent together with
      Rental Taxes, if applicable, in advance on the first day of each month
      without deduction or abatement, except as expressly provided in this
      Lease, and without set-off, and where payments due have been invoiced,
      such amounts shall be paid within ten (10) days of delivery of such
      invoice.  All Rent shall be paid in lawful money of
      Canada.

              


      

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      ARTICLE V - TAXES

      


      5.1               Taxes Payable by the
Landlord:

      The
Landlord shall pay before delinquency all Realty Taxes.  The Landlord
covenants that at all appropriate times it shall declare itself a public school
supporter for purposes of determining the amounts of any Realty Taxes
payable.

      


      5.2               Business and Other Taxes
Payable by the Tenant:

      The
Tenant shall pay before delinquency all business taxes, and any other taxes,
charges, rates, duties and assessments levied, rated, imposed, charged or
assessed against or in respect of any use or occupancy of the Premises or in
respect of the personal property, Leasehold Improvements, Trade Fixtures,
fixtures and facilities of the Tenant or the business or income of the Tenant on
or from the Premises.  The Tenant shall pay to the Landlord any
increase or incremental amount of Realty Taxes or other taxes which the
Landlord, acting reasonably, has determined to be attributable to an act by the
Tenant (for example declaring itself a separate school supporter) or
attributable to the Leasehold Improvements and Trade Fixtures.

      


      5.3               Contesting
Taxes:

      


      
        	
                (a)

              	
                The
      Tenant may, at its expense, appeal or contest the taxes, assessments and
      other amounts payable as described in Section 5.2 hereof, but such appeal
      or contest shall be limited to the assessment of the Premises alone and
      not to any other part of the Building or the Lands provided it first gives
      the Landlord written notice of its intention to do so, and consults with
      the Landlord, and obtains the Landlord's prior written
      approval.

              


      

      


      
        	
                (b)

              	
                The
      Landlord reserves the right to appeal or contest any taxes payable by the
      Landlord.

              


      

      


      5.4               Alternate Methods of
Taxation:

      If,
during the Term, the method of taxation shall be altered, so that the whole or
any part of the Realty Taxes now levied, on real estate and improvements are
levied wholly or partially as a capital levy or on the rents received or
reserved or otherwise, or if any new or other tax, assessment, levy, imposition
or charge in lieu thereof, shall be imposed upon the Landlord, related in any
way to the Building, the Lands or the income therefrom, then all such taxes,
assessments, levies, impositions and charges shall be included when determining
the Realty Taxes.  If, during the Term, the method of taxation shall
be altered, so that the whole or any part of the business taxes formerly payable
in respect of any use or occupancy of the Premises is merged into a
comprehensive realty tax, the Landlord shall have the right to allocate and
collect such component of the comprehensive realty tax (as would have been
formerly business taxes) in the manner or on the same basis as would have been
employed.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      


      ARTICLE VI - MAINTENANCE, REPAIRS AND
ALTERATIONS

      


      6.1               General
Statement:

      The
Landlord and Tenant agree to carry out their respective responsibilities for
maintenance and repair as detailed in this Lease in accordance with general
standards for comparable office buildings in the City of Toronto, of similar age
and in a similar location.

      


      6.2               Responsibility of
Tenant:

      Without
notice or demand from the Landlord, the Tenant shall:

      


      
        	
                (a)

              	
                Maintain
      and keep in a good state of repair and in good appearance compatible with
      the Building, the Premises including the interior faces of any demising
      walls and permanent building walls, columns and covers for heating units
      along the exterior walls.

              


      

      


      
        	
                (b)

              	
                Maintain
      and keep in a good state of repair, the Leasehold Improvements, the Trade
      Fixtures and any signage, or other fixtures, attachments or installations
      in any part of the Building permitted by this Lease to be installed by or
      on behalf of the Tenant, whether or not located in the
      Premises.

              


      

      


      
        	
                (c)

              	
                Keep
      the Premises in a clean and tidy condition, and not permit wastepaper,
      garbage, ashes, waste or objectionable material to accumulate thereon or
      in or about the Building, other than in areas designated by the
      Landlord.

              


      

      


      
        	
                (d)

              	
                Repair
      all damage in the Premises resulting from any misuse, excessive use or
      installation, alteration, or removal of Leasehold Improvements, Trade
      Fixtures, fixtures, furnishings or
equipment.

              


      

      


      6.3               Tenant Not
Responsible:

      Notwithstanding
Section 6.2 hereof, the Tenant shall not be responsible for:

      


      
        	
                (a)

              	
                Reasonable
      wear and tear which does not affect the proper use and enjoyment of the
      Premises.

              


      

      


      
        	
                (b)

              	
                The
      obligations of the Landlord as set out in Section 6.4
    hereof.

              


      

      


      6.4               Responsibility of
Landlord:

      The
Landlord shall maintain and keep in a good state of repair:

      


      
        	
                (a)

              	
                The
      Building structure, roof, and permanent building walls (except for
      interior faces facing into the
Premises).

              


      

      


      
        	
                (b)

              	
                Equipment
      installed by the Landlord to heat, ventilate, and air-condition the
      Building.

              


      

      


      
        	
                (c)

              	
                Systems
      installed by the Landlord for the distribution of
    Utilities.

              


      

      


      
        	
                (d)

              	
                The
      Common Areas including the
elevators.

              


      

      


      
        	
                (e)

              	
                The
      Landlord's Improvements in the
Premises.

              


      

      


      6.5               Inspection, Entry and
Notice:

      


      
        	
                (a)

              	
                The
      Landlord, or its agents, may, from time to time, acting reasonably and
      where practical in a manner that will not substantially disrupt the
      Tenant's business, enter the Premises and inspect the state of
      maintenance, repair and decoration, and upon reasonable prior notice to
      the Tenant, show the Premises to prospective purchasers, tenants and
      existing or prospective Mortgagees.

              


      

      


      
        	
                (b)

              	
                The
      Landlord may give notice to the Tenant requiring it to perform in
      accordance with Section 6.2 hereof, and the Tenant shall rectify any
      failure to perform within the time period set out in Section 12.1
      hereof.  Should the Tenant fail to commence such remedy within
      the allotted time, or having so commenced, fail to diligently continue
      such remedy to conclusion, the Landlord may carry out such remedy without
      further notice to the Tenant, and charge the Tenant for such remedy as if
      it were an Additional Service requested by the
  Tenant.

              


      

      


      
        	
                (c)

              	
                If
      the Tenant is not present to open and permit any entry into the Premises
      when for any reason an entry shall be necessary in the case of emergency,
      the Landlord or its agents may, using reasonable force, enter the same
      without rendering the Landlord or such agents liable therefor, and without
      affecting the obligations and covenants of Tenant under this
      Lease.

              


      

      


      
        	
                (d)

              	
                Nothing
      in this Lease shall make the Landlord liable for any actions, notices or
      inspections as described in this Section 6.5, nor is the Landlord required
      to inspect the Premises, give notice to the Tenant or carry out remedies
      on the Tenant's behalf, nor is the Landlord under any obligation for the
      care, maintenance or repair of the Premises, except as specifically
      provided in this Lease.

              


      

      


      6.6               Notify the
Landlord:

      The
Tenant covenants to immediately notify the Landlord of any defect, damage or
malfunction affecting the Premises or other parts of the Building of which the
Tenant is aware.

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      6.7               Alterations or
Improvements:

      


      
        	
                (a)

              	 	
                Following
      approval by the Landlord, the Tenant shall install its initial Leasehold
      Improvements and Trade Fixtures in accordance with the provisions of
      Schedule "C" annexed hereto and the "Design Criteria Manual" (if
      applicable) prepared by the Landlord and provided to the
      Tenant.

              


      

      


      
        	
                (b)

              	
                Following
      installation of such initial Leasehold Improvements, and Trade Fixtures
      the Tenant shall not make any alterations, repairs, changes, replacements,
      additions, installations or improvements (the "Alterations") to any part
      of the Premises or Leasehold Improvements and Trade Fixtures without the
      Landlord's prior written approval, which approval shall not be
      unreasonably withheld or
      delayed, unless the Alteration may affect a structural part of the
      Building or may affect the mechanical, electrical, communications, air
      control or other basic systems of the Building or the capacities thereof,
      in which instance the Landlord's approval may be arbitrarily
      withheld.  The Tenant shall submit to the Landlord details of
      any proposed work, including complete working drawings and specifications
      prepared by qualified designers and conforming to good engineering
      practice.

              


      

      


      Notwithstanding
the foregoing, the Tenant shall be entitled to make minor cosmetic decorative
changes to the Premises (such as new paint and carpet) without the requirement
of obtaining the Landlord’s prior written consent but upon prior written notice
to the general manager of the Building.

       

      
        	
                (c)

              	
                The
      installation of all Leasehold Improvements
  shall:

              


      

      


      
        	
                 
      

              	
                -

              	
                be
      performed expeditiously and at the sole risk and expense of the
      Tenant;

              


      

      
        	
                 
      

              	
                -

              	
                be
      performed by competent workmen whose labour union affiliations, if any,
      are compatible with others employed by the Landlord and its contractors,
      and who will not interfere with work being performed by the
      Landlord;

              


      

      
        	
                 
      

              	
                -

              	
                be
      performed in a good and workmanlike manner and only in accordance with the
      drawings and specifications which the Landlord has approved;
      and

              


      

      
        	
                 
      

              	
                -

              	
                be
      performed in compliance with the applicable requirements of all
      Authorities, evidence of which shall be provided to the Landlord, and be
      subject to the supervision and direction of the
  Landlord.

              


      

      


      
        	
                (d)

              	
                Any
      Leasehold Improvements made by the Tenant without the prior written
      consent of the Landlord or which are not in accordance with the drawings
      and specifications approved by the Landlord shall, if requested by the
      Landlord, be promptly removed by the Tenant at the Tenant's expense, and
      the Premises shall be restored to their previous
  condition.

              


      

      


      
        	
                (e)

              	
                The
      Tenant shall reimburse the Landlord for the cost of technical evaluation
      of the Tenant's plans and specifications and shall revise such plans and
      specifications, as the Landlord deems
necessary.

              


      

      


      
        	
                (f)

              	
                In
      carrying out any Alterations or Leasehold Improvements in the Premises,
      the Tenant, at its expense, shall pay to the Landlord with respect to such
      work the cost to the Landlord of all Utilities supplied to the Premises
      with respect to such work and the cost of any Additional Services
      including the cost of any necessary cutting or patching or repairing of
      any damage to the Building or the Premises, any cost to the Landlord of
      removing refuse, cleaning, hoisting of materials and any other costs of
      the Landlord which can be reasonably allocated as a direct expense
      relating to the conduct of such
work.

              


      

      


      
        	
                (g)

              	
                If
      a request is made by the Tenant with respect to Alterations which may
      affect the structure or matters which affect the mechanical, electrical,
      communications, air control or other basic systems of the Building or the
      capacities thereof, which is approved by the Landlord, the Landlord may
      require that such work be designed by consultants designated by it and
      that it be performed by the Landlord or its contractors.  If the
      Landlord or its contractors perform such work, it shall be at the Tenant's
      expense in an amount equal to the Landlord's total cost of such work or
      the contract price therefor plus the Tenant Coordination Fee (as
      defined in Schedule “C” hereof) ten (10%)
      percent, payable following completion upon
      demand.  Notwithstanding the foregoing, if the Tenant requests
      the Landlord to alter or install any Leasehold Improvements or Trade
      Fixtures such work will be considered as an Additional
      Service.

              


      

      


      
        	
                (h)

              	
                No
      Leasehold Improvements by or on behalf of the Tenant shall be permitted
      which may adversely affect the condition or operation of the Building or
      any of its systems or the Premises or diminish the value thereof or
      restrict or reduce the Landlord's coverage for municipal zoning
      purposes.

              


      

      


      
        	
                (i)

              	
                During
      the construction and installation of Leasehold Improvements the Tenant
      shall keep the Building clean from any debris related thereto, and in any
      event after construction is completed the Tenant shall do an adequate
      "first clean" to the Premises.

              


      

      


      
        	
                (j)

              	
                The
      Tenant shall promptly pay all its contractors and suppliers and shall do
      all things necessary to prevent a lien attaching to the Lands or Building
      and should any such lien be made or filed, the Tenant shall discharge or
      vacate such lien immediately.  If the Tenant shall fail to
      discharge or vacate any lien, then in addition to any other right or
      remedy of the Landlord, the Landlord may discharge or vacate the lien by
      paying into Court the amount required by statute to be paid to obtain a
      discharge, and the amount so paid by the Landlord together with all costs
      and expenses including solicitor's fees (on a solicitor and his client
      basis) incurred in connection therewith shall be due and payable by the
      Tenant to the Landlord on demand together with interest at the Interest
      Rate, calculated from the date of payment by the Landlord until all of
      such amounts have been paid by the Tenant to the
  Landlord.

              


      

      


      6.8               Removal and
Restoration:

      


      
        	
                (a)

              	
                The
      Leasehold Improvements shall immediately upon installation become the
      property of the Landlord without compensation to the
    Tenant.

              


      

      


      
        	
                (b)

              	
                Unless the Landlord
      by notice in writing requests otherwise, the Tenant shall at its expense,
      at the end of the Term or earlier termination of this Lease, remove all
      (or part, as designated by the Landlord) of the Leasehold Improvements,
      and, subject only to reasonable wear and tear, restore the Premises to the
      base building standard with the basic systems of the Building, including
      the reconstruction necessary to reinstate the Premises original structure
      in the event structural changes were undertaken.   At the expiry or earlier
      termination of the Term or any extension thereof, the Tenant shall not be
      required to remove any Leasehold Improvements or to restore the Premises
      to base Building standard.  However, the Tenant shall be
      required to, at its own cost and expense, remove any installations which
      have required changes to base Building systems, installations of any
      uninterrupted power source, computer/telecommunications cabling and/or any
      other improvements not typical of a general office use, and make good any
      damage to the Premises or to the Building caused by such
      installation/removal.

              


      

      


      
        	
                (c)

              	
                Any
      damage to the Premises or to the Building caused by the installation or
      removal by the Tenant or by others on its behalf of Leasehold Improvements
      or trade fixtures shall be repaired forthwith by the Tenant at its expense
      (except that in the case of damage to areas outside of the Premises or to
      any structural or base building system or component, such repairs shall be
      made by the Landlord at the Tenant’s
expense).

              


      

      


       6.9               External
Changes:

      The
Tenant agrees that it shall not erect, affix or attach to any roof, exterior
walls or surfaces of the Building any antennae, sign or fixture of any kind, nor
shall it make any opening in or alteration to the roof, walls, or structure of
the Premises, or install in the Premises or Building free standing
air-conditioning units, without the prior written consent of the Landlord which
may be arbitrarily withheld.

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      6.10               Trade
Fixtures:

      The
Tenant may, at the end of the Term, if not in default,
remove its Trade Fixtures, and the Tenant shall, in the case of every
installation or removal of Trade Fixtures, make good any damage caused to the
Premises or the Building by such installation or removal.  Any Trade
Fixtures removed during the Term will be contemporaneously replaced with Trade
Fixtures of equal
or better similar
quality.  Any Trade Fixtures and equipment belonging to the
Tenant, if not removed at the termination or expiry of this Lease, shall, if the
Landlord so elects, be deemed abandoned and become the property of the Landlord
without compensation to the Tenant.  If the Landlord shall not so
elect, the Landlord may remove such Trade Fixtures from the Premises and store
them at the Tenant's risk and expense and the Tenant shall save the Landlord
harmless from all damage to the Premises caused by such removal, whether by the
Tenant or by the Landlord.

      


      6.11               Tenant's
Signs:

      The
Tenant shall not at any time cause or permit any sign, picture, advertisement,
notice, lettering, flag, decoration or direction (hereinafter collectively
called "Signs") to be painted, displayed, inscribed, placed, affixed or
maintained within the Premises and visible outside the Premises or in or on any
windows or the exterior of the Premises (including glass demising walls facing
onto Common Areas), nor anywhere else on or in the Building, without the prior
and continuous consent of the Landlord which consent may, with respect to
proposed signage on the main floor of the Building, or which can be seen from
outside the Premises, be arbitrarily withheld, but otherwise shall not be
unreasonably withheld, provided that the copy and style of any Signs shall be
consistent with the first-class nature of the Building and in accordance with
the Landlord's sign criteria.  No hand-written signs will be
permitted.  The Landlord may at any time prescribe a uniform pattern
of identification signs for tenants to be placed on the outside of the Premises
and other premises.  Any breach by the Tenant of this provision may be
immediately rectified by the Landlord at the Tenant's expense and in this
connection, the Landlord shall be entitled to enter the Premises and remove any
Signs contravening this provision and charge the Tenant the costs thereof, and
same shall not constitute a re-entry under this Lease and the Landlord shall not
be liable for any damages caused thereby, whether or not arising from its own
negligence.  Notwithstanding anything to the
contrary as herein contained, the Landlord will, at its own cost and expense,
supply and install:  (i) one (1) Building standard signage at the
entrance of the Premises; (ii) directional signage in the elevator lobby on the
floor on which the Premises are located; and (iii) one (1) entry bearing the
name of the Tenant on all directory boards in the Building, each in accordance
with the Landlord’s uniform scheme for identification
signage.

      


      6.12               Directory
Board:

      The
Landlord may erect and maintain (as an Operating Cost) a directory board in the
main lobby of the Building which shall indicate the name of the Tenant and the
location of the Premises within the Building.  The Tenant shall pay
the Landlord's cost of changes thereto, and any other signage with respect to
the Premises.  Should sufficient space exist on the directory board,
the Landlord may provide to the Tenant, at the Tenant's expense, additional
entries as requested.  The directory board shall be for identification
only and not for advertising.  The Landlord's acceptance of any name
for listing on the directory board will not be deemed, nor will it substitute
for, the Landlord's consent, as required by this Lease, to any sublease,
assignment or other occupancy of the Premises.

      


      6.13               Landlord's
Signs:

      In
addition to the Landlord's right to install general information and direction
signs in and about the Building as would be customary for comparable office
building in the City of Toronto, the Landlord shall have the right at any time
to place upon the Building a notice of reasonable dimensions, reasonably placed
so as not to interfere with the Tenant's business, stating that the Building is
for sale, or that areas of the Building are for lease, as the case may be, and
at any time during the last six (6) months of the Term, that the Premises are
for rent and the Tenant shall not remove such notices or signs.

      


      6.14               Environmental
Provisions:

      


      
        	
                (a)

              	
                Notwithstanding
      any other provision of this Lease, the Tenant will fully comply with all
      Environmental Laws applicable to the Premises and the Tenant's use and
      occupation thereof.

              


      

      


      
        	
                (b)

              	
                If
      the Tenant is convicted of an offence under an Environmental Law which
      relates to the Premises or the Building, the Landlord will have the
      option, at its sole discretion, to terminate this Lease forthwith by
      notice in writing, and the Landlord will not be liable for any losses or
      damages of any kind however caused arising out of such
      termination.

              


      

      


      
        	
                (c)

              	
                The
      Tenant will obtain and comply with the terms of all licenses, certificates
      of approval, permits and other requirements under applicable Environmental
      Law for the safe and lawful conduct of its business at or from the
      Premises.

              


      

      


      
        	
                (d)

              	
                The
      Tenant will not use pesticides in the Premises or the Building unless the
      Tenant has first obtained written consent from the Landlord to do so and
      has obtained all necessary permits or approvals required under applicable
      Environmental Law.

              


      

      


      
        	
                (e)

              	
                The
      Tenant shall not cause or allow any Contaminant to be used, generated,
      stored, or disposed of on, under or about, or transported to or from, the
      Building, the Common Areas or the Premises (collectively the " Contaminant
      Activities") except in strict compliance, at the Tenant's expense, with
      all applicable Environmental Laws, and using all necessary and appropriate
      precautions which a cautious and prudent operator would
      exercise.

              


      

      


      
        	
                (f)

              	
                The
      Landlord shall not be liable to the Tenant for any Contaminant Activities
      conducted or permitted by the Tenant in or about the Building, the Common
      Areas or the Premises during the Term, however caused, whether or not
      consented to by the Landlord.  The Tenant shall indemnify,
      defend with counsel, and hold the Landlord harmless from and against any
      claims, damages, costs and liabilities arising out of any and all such
      Contaminant Activities conducted or permitted by the
    Tenant.

              


      

      


      
        	
                (g)

              	
                The
      Tenant shall immediately notify the Landlord both by telephone and in
      writing of any Discharge and the Landlord, its representatives and
      employees may enter the Premises at any time during the Term to inspect
      the Tenant's compliance herewith.

              


      

      


      
        	
                (h)

              	
                The
      Tenant shall also be responsible for proper disposal of all Contaminants
      and other materials which require special disposal measures, including
      oil, kitchen waste and grease.  The Tenant shall
      also, if required by the Landlord, refrigerate all garbage, such that it
      does not constitute a nuisance or health hazard. The Tenant will
      store and dispose of all of its waste in a lawful manner.  In
      particular, the Tenant will use the garbage collection service provided by
      the Landlord only to dispose of solid waste (which is not Hazardous Waste)
      which can lawfully be transported to, and dumped at, a landfill site
      without requiring payment of surcharges or penalties, and will use the
      sewers only to dispose of liquid waste (which is not Hazardous Waste)
      which may be lawfully discharged into the municipal sewer.  All
      other wastes will be disposed of by the Tenant, at its expense, at least
      once every month, using a properly licensed waste hauler retained by the
      Landlord, subject to the Landlord's right to require the Tenant, by giving
      the Tenant notice thereof, to retain a properly licensed waste hauler to
      take away all or part (as designated by the Landlord) of the Tenant's
      waste.  Regardless of whether the waste hauler is retained by
      the Landlord or the Tenant, the Tenant, and not the Landlord, shall be
      deemed to be the generator of the Tenant's
  waste.

              


      

      


      
        	
                (i)

              	
                Where
      the Landlord provides separate waste collection facilities for different
      types of waste, the Tenant will separate its waste and will deliver each
      waste to the appropriate facility.  If contamination of
      separated waste occurs as a result of Tenant's failure to comply with the
      foregoing sentence, the Tenant will indemnify the Landlord for all damages
      and costs incurred by the Landlord with respect to such contamination,
      together with an administration fee equal to twenty per cent (20%) of such
      costs.  The Tenant will comply with any waste reduction workplan
      prepared by Landlord from time to time (if any), at Tenant's
      cost.  The Tenant will comply with all reasonable requirements
      imposed by Landlord with respect to the implementation of a system for the
      storage, disposal, and separation of waste at the Building as contemplated
      by this Section 6.14.

              


      

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      
        	
                (j)

              	
                Neither the Landlord nor the
      Tenant will not
      authorize, cause or permit a Discharge except in accordance with
      Environmental Law.

              


      

      


      
        	
                (k)

              	
                The
      Tenant will fully comply with all orders of an Authority which may be
      directed to the Landlord or the Tenant and which relate to the Premises or
      the Building in relation to the Premises, including orders to provide
      financial assurance, to perform studies, to improve pollution control, to
      remove waste, to conduct investigations or to prepare or perform an
      environmental cleanup of the Premises or the Building.  Should
      an order or direction of an Authority be issued to the Landlord or the
      Tenant, requiring the Landlord or the Tenant to do anything in relation to
      an environmental problem caused or contributed to by the Tenant, the
      Tenant will, upon receipt of written notice from the Landlord, satisfy the
      requirements of the order or direction at the Tenant's
      expense.

              


      

      


      
        	
                (l)

              	
                If
      the Tenant fails or refuses to promptly and fully satisfy the requirements
      of an order or direction referred to in this Section, or if, in the
      Landlord's opinion the Tenant is not competent to satisfy the requirements
      of the order or direction, the Landlord may elect in writing (but is not
      obligated) to satisfy the whole or any part of the requirements of the
      order or direction at the Tenant's
expense.

              


      

      


      
        	
                (m)

              	
                If
      the Tenant fails or refuses to promptly and fully satisfy the requirements
      of any such order or direction the Landlord will have the option, at its
      sole discretion, to terminate this Lease forthwith by notice in writing,
      and Landlord will not be liable for any losses or damages of any kind
      however caused arising out of such
termination.

              


      

      


      
        	
                6.15  

              	
                Landlord's
      Alterations:

              


      

      Notwithstanding
any other provision of this Lease, the Landlord shall have the right, at any
time, to add buildings, additions and parking structures on the Lands or to make
additions to, or subtractions from, or to change, rearrange or relocate any part
of the Common Areas, the Lands or the Building including the Premises (as more particularly set out in
Section 3.9 hereof). provided that in the case
of the Premises, the premises, as rearranged or relocated shall in all material
respects be comparable to the Premises and the Landlord shall give the Tenant at
least sixty (60) days prior written notice of such rearrangement or relocation
and shall pay all reasonable direct costs of construction and moving expenses in
connection therewith.  The Landlord shall also have the right
to enclose any open area, and to grant, modify or terminate easements and other
agreements pertaining to the use and maintenance of all or any part of the
Building, Common Areas or the Lands, and to close all or any part of the Lands,
Common Areas or the Building to such extent as the Landlord considers reasonably
necessary to prevent accrual of any rights therein to any persons at any
time.  The Landlord is entitled to make changes to the parking areas
and to make any changes or additions to the systems, pipes, conduits, Utilities
or other building services within or serving the Premises or any other premises
in the Building; provided that access to the Premises will at all times be
available from the elevator lobby of the Building.

      


      In doing
any of the foregoing, the Landlord shall have the right to enter upon the
Premises and same shall not constitute a re-entry hereunder.  In connection with the Landlord’s
re-entry to the Premises, the Landlord shall not be liable for any damage
caused to the Tenant's property, whether or not
except to the extent due
to the gross negligence
or wilful misconduct of the Landlord or those for whom the Landlord is in law
responsible.  No claim for compensation shall be made by the Tenant by
reason of inconvenience, nuisance or discomfort arising from such changes or the
Landlord's entry.  The Landlord shall make such changes as
expeditiously as is reasonably possible.  All Common Areas shall at
all times be subject to the exclusive control and management of the Landlord or
as the Landlord may direct from time to time.  The Tenant shall
cooperate with the Landlord in any of its programmes to improve or make more
efficient the operation of the Lands and Building.

      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      ARTICLE VII - STANDARD
SERVICES

      


      7.1               Heating and
Air-Conditioning:

      


      
        	
                (a)

              	
                The
      Landlord shall provide heat to the Premises and the interior Common Areas
      (excluding any areas below the main floor and in the penthouse) sufficient
      to maintain reasonable temperatures during Normal Business
      Hours.  It is understood and accepted by the Tenant that the
      Landlord may reduce the degree of heating provided after Normal Business
      Hours in a manner comparable to other comparable office buildings in the
      City of Toronto of a similar age and in a similar location.  The
      Landlord may enter the Premises to inspect, control or regulate the
      operation of any heating, ventilating and air-conditioning facilities and
      equipment.

              


      

      


      
        	
                (b)

              	
                The
      Landlord shall provide ventilation and air-conditioning to the Premises
      and interior Common Areas (excluding any areas below the main floor and in
      the penthouse) during Normal Business Hours.  The systems
      furnished and operated by the Landlord for air conditioning and
      ventilation to the Premises are designed for a reasonable density of
      persons and for general office purposes based on window shading being
      fully closed where windows are exposed to direct
      sunlight.  Arrangement of partitions, equipment or special
      purpose areas, or the installation of equipment with high levels of heat
      production by the Tenant may require alteration of the portion of the
      air-conditioning and ventilation systems located within the
      Premises.  Any alterations that can be accommodated by the
      Landlord's equipment shall be made at the Tenant's expense and in
      accordance with Section 6.7 hereof.  Balancing of the system
      within the Premises shall be at the Tenant's expense.  The
      Tenant acknowledges that the heating, air-conditioning and ventilation
      system serving the Premises or the Building may require initial balancing
      or that alterations made from time to time whether inside the Premises or
      in other areas of the Building, may temporarily cause imbalance of the
      heating, air-conditioning and ventilation system, and the Tenant shall
      allow a reasonable amount of time for such readjustment and
      rebalancing.

              


      

      


      
        	
                (c)

              	
                Should
      the Landlord fail to provide sufficient heat or air-conditioning or
      chilled water at any time it shall not be liable for direct, indirect, or
      consequential damages, or for personal discomfort or
    illness.

              


      

      


      7.2               Cleaning:

      The
Landlord shall provide janitorial services to the Premises at such times and in
such manner as is consistent with prevailing practices in comparable office
buildings in the City of Toronto of similar age and in a similar
location.  The Landlord shall periodically clean both sides of
exterior windows so as to maintain the Building to the standard of a comparable
office building in the City of Toronto of similar age and in a similar
location.  The Tenant acknowledges that the Landlord may clean the
windows during Normal Business Hours and the Tenant agrees to allow the Landlord
and its contractors entry into the Premises for this purpose.  The
Landlord shall keep those portions of the Common Areas accessible to the public
in a clean and orderly fashion, and keep the sidewalks and driveways located on
the Lands reasonably clear of excessive build-up of snow.

      


      7.3               Elevators:

      The
Landlord shall provide operatorless elevator passenger service during Normal
Business Hours.  The Landlord may reduce the number of elevators in
service after Normal Business Hours. The Landlord retains the right to regulate
the use of elevators for the purpose of carrying freight.

      


      7.4               Security and
Information:

      The
Landlord may provide a security guard or receptionist in the main lobby of the
Building to provide general information to visitors and to control traffic in
and out of the Building.  The Landlord may from time to time elect to
substitute such services with automated systems and other devices that may from
time to time seem appropriate for a comparable office building in the City of
Toronto.  It is acknowledged by the Tenant that such services are
intended for the general benefit of the Building and are not intended to
specifically protect or otherwise serve the Tenant or the Premises.

      
 

      7.5               Utilities:

      


      
        	
                (a)

              	
                Electrical
      Power:  The Landlord will supply to the Premises sufficient
      electrical power to operate the standard lighting fixtures supplied by the
      Landlord plus circuits sufficient to deliver power to the Premises as set
      out in Schedule "C" of this Lease.  If the Tenant requires
      electrical power at a different voltage or at a greater capacity than the
      Landlord's system can deliver, then any additional systems required, if
      available, shall be installed operated and maintained at the Tenant's
      cost.

              


      

      


      
        	
                (b)

              	
                Water
      and Sewage Connections:  The Landlord shall provide to the
      floor(s) on which the Premises is located water for drinking fountains,
      hot and cold or tempered water for washroom facilities and the necessary
      sewer connections.  Any connections made to Leasehold
      Improvements or special facilities by the Tenant shall be made at the
      Tenant's cost and in accordance with Section
  6.7.

              


      

      


      
        	
                (c)

              	
                The
      obligation of the Landlord to furnish Utilities as set out in this Section
      7.5 shall be subject to the rules and regulations of the supplier of such
      utility and/or municipal or other governmental authority regulating the
      business or providing any of these
Utilities.

              


      

      


      7.6               Interruption or Delay of
Services:

      The
Landlord may slow down, interrupt, delay, or shut down any of the services
outlined in this Article VII on account of repairs, maintenance or alterations
to any equipment or other parts of the Building and where
practical,  the Landlord shall schedule such interruptions, delays,
slow downs, or stoppage so as to minimize any inconvenience to the
Tenant.  The Landlord shall not be held responsible for any direct,
indirect or consequential damages, losses, or injuries caused.

      


      7.7               Public
Policy:

      The
Landlord shall be deemed to have observed and performed the terms and conditions
to be performed by the Landlord under this Lease, including those relating to
the provision of Utilities, if in so doing it acts in accordance with a
directive, policy or request of a governmental or quasi-governmental authority
acting in the fields of energy, communications, conservation, waste management
and disposal, security or other area of public interest.

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      ARTICLE VIII - ASSIGNMENT AND
SUBLETTING

      


      8.1               Assignment,
Subletting:

      The
Tenant shall not assign this Lease, nor sublet all or any part of the Premises
(together a “Transfer”) without the prior consent in writing of the Landlord,
which consent shall, subject to Section 8.2 hereof, not be unreasonably withheld
or delayed; provided
however, that such consent to any assignment or subletting, shall not relieve
the Tenant from its obligation to pay Rent and to perform all of the covenants,
terms and conditions herein contained.  If this Lease is assigned or
any part of the Premises is occupied by any person other than the Tenant, the
Landlord may collect Rent or sums on account of Rent from the assignee,
subtenant or transferee, and apply the net amount collected to the Rent payable
hereunder but no such assignment, subletting, transfer of possession or
collection or the acceptance of the assignee, subtenant or transferee as tenant
shall be deemed a waiver of this covenant.

      


      8.2               Landlord's
Consent:

      If the
Tenant desires to assign this Lease, or to sublet the Premises, then and so
often as such event shall occur, the Tenant shall make its request to the
Landlord in writing, and the Landlord shall, within ten (10) business days after
receipt of all information requested by the Landlord, notify the Tenant in
writing either that;  (a) the Landlord consents or does not consent,
as the case may be, or (b) the Landlord elects to cancel and terminate this
Lease if the request is to assign this Lease or to sublet all of the Premises,
or if the request is to sublet a portion of the Premises only, to cancel and
terminate this Lease with respect to such portion.  If the Landlord
elects to cancel this Lease as aforesaid, and so advises the Tenant in writing,
the Tenant shall then notify the Landlord in writing within fifteen (15) days
thereafter of the Tenant's intention either to refrain from such assigning or
subletting or to accept the cancellation of this Lease (in whole, or in
part).  Failure of the Tenant to deliver notice to the Landlord within
such fifteen (15) day period advising of the Tenant's intention to refrain from
such assigning or subletting, shall be deemed to be an acceptance by the Tenant
of the Landlord's cancellation of this Lease (in whole, or in part, as the case
may be). Any cancellation of this Lease pursuant to this Section 8.2 shall be
effective on the later of the date originally proposed by the Tenant as being
the effective date of transfer or the last day of the month which is not less
than sixty (60) days following the date of the Landlord's notice to cancel this
Lease.

      


      8.3               Requests for
Consent:

      Requests
by the Tenant to assign this Lease or sublet all, or part of the Premises shall
be in writing to the Landlord accompanied with such information as the Landlord
may reasonably require and shall include an original copy of the proposed
assignment or sublease, as the case may be.  Prior to any consent
being given by the Landlord to the Tenant's request, the Landlord must be
satisfied as to the following, inter alia:  (a) that the liability of
the Tenant in fulfilling the terms, covenants and conditions of this Lease shall
remain; (b) the financial ability, good credit rating and business reputation
and standing of the proposed assignee, subtenant or transferee, as the case may
be; (c) that the Tenant has regularly and duly paid Rent and performed all of
the covenants contained in this Lease; (d) that any Mortgagee will consent to
such request; and (e) that the proposed assignee or subtenant has, or will enter
into an agreement with the Landlord agreeing to be bound by all of the terms,
covenants and conditions of this Lease.  Prior to receiving any
consent pursuant to this Section 8.3, the Tenant will pay the Landlord's
administrative fee of $1,000.00 plus G.S.T.  in connection with the
review by the Landlord and/or its solicitors of the Tenant's request, and the
preparation and review of any documentation in respect thereof.  If
the Tenant receives consent pursuant to this Section 8.3, it shall be
conditional on the Tenant paying to the Landlord as Additional Rent, any profit
(net of all reasonable costs incurred by the Tenant in connection therewith)
earned by the Tenant in assigning this Lease or subletting all or any part of
the Premises. 

      


      8.4               Assignment by
Landlord:

      In the
event of the sale or lease by the Landlord of its interest in the Lands or
Building or any part or parts thereof and in conjunction therewith the
assignment by the Landlord of this Lease or any interest of the Landlord herein,
the Landlord shall be relieved of all liability under this Lease accruing from and after the
effective date of any such assignment.

      


      8.5               Liability of Tenant after
Transfers:

      No
Transfer or other disposition by the Tenant of this Lease or of any interest
under this Lease shall release the Tenant from the performance of any of its
covenants under this Lease and the Tenant shall continue to be bound by and
liable under this Lease.  The Tenant's liability under this Lease
after any Transfer of the Tenant's interest will continue notwithstanding the
bankruptcy, insolvency, dissolution or liquidation of any transferee of this
Lease or the termination of this Lease for default or the termination,
disclaimer, surrender or repudiation of this Lease pursuant to any statute or
rule of law.  Furthermore, if after any Transfer of the Tenant's
interest, this Lease is terminated for default or is terminated, disclaimed,
surrendered or repudiated pursuant to any statute or rule of law, then, in
addition to and without limiting the Tenant's liability under this Lease, the
Tenant, upon notice from the Landlord given within ninety (90) days after any
such termination, disclaimer, surrender or repudiation, shall enter into a new
lease with the Landlord for a term commencing on the effective date of such
termination, disclaimer, surrender or repudiation and expiring on the date this
Lease would have expired but for such termination, disclaimer, surrender or
repudiation and otherwise upon the same terms and conditions as are contained in
this Lease with respect to the period after such termination, disclaimer,
surrender or repudiation.

      


      ARTICLE IX - INSURANCE AND
INDEMNIFICATION

      


      9.1               Tenant's
Insurance:

      The
Tenant shall, at its sole cost and expense, take out and maintain in full force
and effect at all times throughout the Term the following
insurance:

      


      
        	
                (a)

              	
                "All
      Risks" insurance (including flood, earthquake, sewer back-up and collapse)
      upon property of every description and kind owned by the Tenant, or for
      which the Tenant is legally liable, or which is installed by or on behalf
      of the Tenant, within the Premises or on the Lands or Building, including,
      without limitation, stock in trade, furniture, equipment, partitions,
      Trade Fixtures and Leasehold Improvements in an amount not less than the
      full replacement cost thereof from time to time.  In the event
      that there shall be a dispute as to the amount of full replacement cost,
      the decision of the Landlord or the Mortgagee shall be
      conclusive;

              


      

      


      
        	
                (b)

              	
                General
      liability and property damage insurance, including personal injury
      liability, contractual liability, tenants' legal liability, non-owned
      automobile liability and owners' and contractors' protective insurance
      coverage with respect to the Premises and the Common Areas, which coverage
      shall include the business operations conducted by the Tenant and any
      other person on the Premises.  Such policies shall be written on
      a comprehensive basis with coverage for any one occurrence or claim of not
      less than Five Million Dollars ($5,000,000.00) or such higher limits as
      the Landlord or the Mortgagee may require from time to
    time;

              


      

      


      
        	
                (c)

              	
                Business
      interruption insurance including loss of profits;
  and

              


      

      


      
        	
                (d)

              	
                Any
      form of insurance as the Tenant, the Landlord or the Mortgagee may
      reasonably require from time to time in amounts and for insurance risks
      against which a prudent tenant would protect
  itself.

              


      

      


      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      9.2               Policy
Requirements:

      Each
policy of insurance taken out by the Tenant in accordance with this Lease shall
be taken out with insurers, and shall be in such form and on such terms as are
satisfactory to the Landlord, and each such policy shall name the Landlord and
any others designated by the Landlord as additional named insureds, as their
respective interests may appear, and each of such policies shall contain, in
form satisfactory to the Landlord:

      


      
        	
                (a)

              	
                the
      standard mortgage clause as required by the
  Mortgagee;

              


      

      


      
        	
                (b)

              	
                a
      waiver by the insurer of any rights of subrogation or indemnity or any
      other claim over, to which such insurer might otherwise be entitled
      against the Landlord, the Manager, the Mortgagee, any owner of the
      freehold interest to the Building or Lands (if different from the
      Landlord) and those for whom all and any of them are or is in law
      responsible, whether or not the damage is caused by their act, omission or
      negligence;

              


      

      


      
        	
                (c)

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

              


      

      


      
        	
                (d)

              	
                a
      provision that the Tenant's insurance is primary and shall not call into
      contribution any other insurance available to the Landlord;
      and

              


      

      


      
        	
                (e)

              	
                a
      severability of interests clause and a cross-liability clause, where
      applicable.

              


      

      


      9.3               Proof of
Insurance:

      The
Tenant shall provide to the Landlord and the Mortgagee on demand, and from time
to time, satisfactory evidence that the policies of insurance required to be
maintained by the Tenant in accordance with this Lease are in fact being
maintained, which evidence shall be in the form of certificates of insurance, or
if required by the Landlord or the Mortgagee, certified copies of each such
insurance policy.

      


      9.4               Failure to
Maintain:

      If the
Tenant fails to take out or keep in force any insurance referred to in this
Article IX, or should any such insurance not be approved by either the Landlord
or the Mortgagee and should the Tenant not rectify the situation within
forty-eight (48) hours following receipt by the Tenant of written notice from
the Landlord (stating, if the Landlord or the Mortgagee do not approve of such
insurance, the reasons therefor), the Landlord shall have the right, without
assuming any obligation in connection therewith, to effect such insurance at the
sole cost of the Tenant and all outlays by the Landlord shall be payable by the
Tenant to the Landlord and shall be due on the first day of the next month
following said payment by the Landlord without prejudice to any other rights and
remedies of the Landlord under this Lease.

      


      9.5               Damage to Leasehold
Improvements:

      In case
of damage to the Leasehold Improvements, or any material part thereof, the
proceeds of insurance in respect thereto shall be payable to the Landlord, and
such proceeds shall be released to the Tenant (provided that the Tenant is not
in default hereunder) upon the Tenant's written request for progress payments,
at stages determined by a certificate of the Architect stating that repairs to
each such stage have been satisfactorily completed free of liens by the Tenant
or by the Tenant's contractors.  In the event the Tenant defaults in
making such repairs, the Landlord may, but shall not be obliged to, perform the
repairs and the proceeds may be applied by the Landlord to the cost thereof. If
this Lease expires or is terminated at a time when the Premises or Leasehold
Improvements are damaged or destroyed as a result of a peril required to be
insured against by the Tenant, the Tenant shall pay or assign to the Landlord,
free of any encumbrance, an amount equal to the proceeds or the proceeds of
insurance required to be maintained by the Tenant with respect to such damage or
destruction.

      


      9.6               Increase in Insurance
Premiums/Cancellation:

      The
Tenant shall not do or permit anything to be done upon the Premises which shall
cause the premium rate of insurance on the Building to be
increased.  If the premium rate of insurance on the Building shall be
increased by reason of any use made of the Premises, the Tenant shall pay to the
Landlord on demand the amount of such premium increase.  In the event
of an actual or threatened cancellation of any insurance on the Building or any
adverse change thereto by the insurer by reason of the use or occupation of the
Premises, and if the Tenant has failed to remedy the situation, use, condition,
occupancy or other factor giving rise to such actual or threatened cancellation
or adverse change within twenty-four (24) hours after notice thereof by the
Landlord, then the Landlord may terminate this Lease by notice in writing to the
Tenant or remedy the situation, use, condition, occupancy or other factor giving
rise to such actual or threatened cancellation or change, all at the cost of the
Tenant to be paid forthwith on demand, and for such purposes the Landlord shall
have the right to enter upon the Premises without further notice.

      


      9.7               Landlord's
Insurance:

      The
Landlord agrees to insure the Building and the machinery, boilers and equipment
therein owned by the Landlord (specifically excluding any property which the
Tenant is obliged to insure under this Article IX) against damage by fire and
extended perils coverage in such reasonable amounts as would be carried by a
prudent owner of an office building in the City of Toronto of similar age and in
a similar location.  The Landlord will also carry public liability and
property damage insurance with respect to the operation of the Building in such
reasonable amounts as would be carried by a prudent owner, and any other forms
of insurance as it or the Mortgagee may reasonably determine
advisable.  Notwithstanding that the Tenant shall be contributing to
the Landlord's costs and premiums respecting such insurance, the Tenant shall
not have any insurable or other interest in any of the Landlord's insurance
other than the rights, if any, expressly set forth in this Lease, and in any
event, the Tenant shall not have any interest in, nor any right to recover any
proceeds under any of the Landlord's insurance policies.

      


      9.8               Non-Liability for Loss,
Injury or Damage:

      The
Tenant acknowledges and agrees that the Landlord and the Landlord Beneficiaries
referred to in Section 9.10 below shall not be liable for any indirect or consequential loss or
damage or for any loss or damage to books, records, files, money, securities,
negotiable instruments or papers or computer disks or other electronic files or
other valuables of the Tenant or its agents, employees, customers, contractors
or of any person or entity for whom the Tenant is in law responsible that is
situated or stored in the Premises or elsewhere on the Building or Lands,
whether or not caused by any act, omission or negligence of the Landlord or any
of the Landlord Beneficiaries and notwithstanding anything in this Lease or at
law.  Additionally, the Tenant acknowledges and agrees that the
Landlord and the Landlord Beneficiaries referred to in Section 9.10 below shall
not be liable for any death or injury arising from or out of any
occurrence in, upon, at or relating to the Lands or Building or for any loss of,
or damage to, or loss of use of, property of the Tenant or of others that is
located on or in the Premises or on or in any other part of the Building or
Lands (whether or not such property has been entrusted to the Landlord or any of
the Landlord Beneficiaries) or for any indirect or
consequential loss or damage, whether or not the death, injury, loss or damage
results from the act, omission, negligence or misconduct of the Landlord or of
any of the Landlord Beneficiaries.  Without limiting the general
intent of the preceding sentence, the Landlord and the Landlord Beneficiaries
will not be liable for death, injury or damage to persons or property resulting
from (a) fire, explosion, steam, water, rain, snow or gas which may leak into or
issue or flow from any part of the Building or from the water, steam or drainage
pipes or plumbing works of the Building or from any other place or quarter,
(b) that arises in
connection with (a) the operation, faulty operation, interruption,
breakdown, condition or arrangement of any base building systems or other
services provided by the Landlord under this Lease (including, without
limitation, the electrical, mechanical, telecommunications and all utility
systems and security services), or (b) the act, omission,
negligence or misconduct of any tenant or occupant of space in the Building or
Lands or on property adjacent to the Building or the Lands, or of the public or
any person in or on the Building or the Lands.  Without limiting the
foregoing in any way, the Tenant hereby releases the Landlord and the Landlord
Beneficiaries from all losses, damages and claims of any kind in respect of
which the Tenant is required to maintain insurance under this Lease or is
otherwise insured (including that part of any such loss, damage or claim below
the level of the Tenant’s insurance deductibles).

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      9.9               Indemnification of the
Landlord and Tenant:

      


      Indemnity
in Favour of the Landlord – Subject to Section 9.11
below, the Tenant shall indemnify the Landlord and the Landlord
Beneficiaries referred to in Section 9.10 below and save them harmless from all
losses, liabilities, damages, claims, demands , expenses and actions of any kind
or nature (including loss of Rent payable by the Tenant under this Lease and all claims for loss of life,
personal injury, damage to property or any other loss or injury or claims but
excluding consequential loss or damage) arising from any occurrence on
the Premises or arising from the occupancy or use by the Tenant or any of its
agents, contractors, employees, servants, licensees, concessionaires or invitees
of the Premises, the Lands or the Building or of anyone permitted to be on the
Premises by the Tenant, and against and from all reasonable costs, expenses and
claim or action or proceeding brought thereon.   In case the
Landlord or any of the Landlord Beneficiaries, without fault on their part, is
made a party to any litigation commenced by or against the Tenant, the Tenant
shall hold the Landlord and the Landlord Beneficiaries harmless in connection
with such litigation.

      


      Indemnity in Favour of the
Tenant - Subject to Section 9.11 below, the Landlord will indemnify the
Tenant and save it harmless from and against all loss, liabilities, damages,
claims, demands, expenses and actions (including, without limitation, all claims
for loss of life, personal injury, damage to property or any other loss, injury
or claim under this Lease but excluding consequential loss or damage) in each
case arising from the negligence or misconduct of the Landlord or the negligence
or misconduct of those for whom the Landlord is in law responsible and against
and from all reasonable costs, expenses and liabilities (including legal fees)
incurred in or arising or resulting from any such claim or action or proceeding
brought thereon. In case the Tenant, without fault on its part, is made a party
to any litigation commenced against the Landlord, the Landlord shall protect,
indemnify and hold the Tenant harmless in connection with such
litigation.

      


      
        	
                9.10  

              	
                Extension of Rights
      and Remedies:

              


      

      It is
agreed that every indemnity, exclusion or release of liability and waiver of
subrogation contained in this Lease or in any of the Tenant's insurance policies
shall extend to and benefit each and every of the Landlord, any Mortgagee, the
Manager  and all of their respective servants, agents, directors,
officers, employees and those for whom the Landlord and such other entities or
persons are in law responsible (collectively, the "Landlord Beneficiaries"), it
being understood and agreed that the Landlord is the agent or trustee of the
Landlord Beneficiaries solely to the extent necessary for the Landlord
Beneficiaries to take the benefit of this Section.  The Landlord shall
be under no obligation whatsoever to take any steps or actions on behalf of the
Landlord Beneficiaries to enable them to obtain the benefits of this Section
unless it chooses to do so in its sole and absolute discretion.

       
 

      9.11               Release in Favour of the
Landlord and the Tenant

      


      Release in Favour of the
Landlord – The Tenant hereby releases and waives any and all claims
against the Landlord and the Landlord Beneficiaries referred to above in Section
9.10 with respect to loss of or damage to personal and/or real property and loss
of use thereof required to be insured against by the Tenant under this Lease or
otherwise insured against by the Tenant, whether or not any such claim arises as
a result of the act, omission or negligence of the Landlord or any of the
Landlord Beneficiaries.

      


      Release in Favour of the
Tenant – The Landlord hereby releases and waives any and all claims
against the Tenant and its employees, agents, directors, officers, shareholders
and those for whom the Tenant is in law responsible with respect to loss of or
damage personal and/or real property and loss of use thereof required to be
insured against by the Landlord under this Lease or otherwise insured against by
the Landlord, whether or not any such claim arises as a result of the act,
omission or negligence of the Tenant or any of the persons or entities referred
to herein in whose favour the within release by the Landlord has been
given.

      


      ARTICLE X - DAMAGE

      


      10.1               Damage to
Premises:

      It is
understood and agreed that, notwithstanding any other provision of this Lease,
should the Premises at any time be partially or wholly destroyed or damaged by
any cause whatsoever or should demolition of the Premises be necessitated
thereby or should the Premises become unfit for occupancy by the
Tenant:

      


      
        	
                (a)

              	
                Subject
      as hereinafter provided in this Section 10.1, the Landlord shall, to the
      extent of the insurance proceeds available for reconstruction and actually
      received by the Landlord from its insurers following an election by the
      Mortgagee to apply all or any portion of such insurance proceeds against
      the debt owing to the Mortgagee, expeditiously reconstruct the Premises in
      accordance with the Landlord's obligations to repair under the provisions
      of Section 6.4 hereof.  Upon substantial completion of the
      Landlord's work, the Landlord shall notify the Tenant, and the Tenant
      shall forthwith commence and expeditiously complete reconstruction and
      repair of the Premises, Leasehold Improvements and Trade Fixtures in
      accordance with the Tenant's obligations to repair under the provisions of
      Section 6.2 hereof;

              


      

      


      
        	
                (b)

              	
                Rent
      shall not abate unless the Premises are rendered wholly or partially unfit
      for occupancy by such occurrence and in such event Rent, as of the date of
      such occurrence shall abate proportionately as to the portion of the
      Premises rendered unfit for occupancy, until thirty (30) days following
      receipt by the Tenant of the Landlord's notice given to the Tenant as
      provided in Subsection 10.1(a) hereof, at which time Rent shall
      recommence;

              


      

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      
        	
                (c)

              	
                If,
      in the opinion of the Architect, such opinion to be given to the Landlord
      and the Tenant within thirty (30) days of the date of such damage, the
      Premises cannot be repaired and made fit for occupancy within one hundred
      and eighty (180) days next following any occurrence, or if thirty per cent
      (30%) or more of the Premises are damaged or destroyed, the Landlord may,
      by written notice to the Tenant within thirty (30) days of receipt of such
      opinion of the Architect, terminate this Lease and Rent shall cease and be
      adjusted as of the date of such occurrence, and the Tenant shall
      immediately vacate the Premises and surrender same to the Landlord;
      and

              


      

      


      
        	
                (d)

              	
                In
      no event, including termination of this Lease in accordance with the
      provisions of Subsection 10.1(c) hereof, shall the Landlord be liable to
      reimburse the Tenant for damage to, or replacement or repair of any
      Leasehold Improvements, Trade Fixtures or any of the Tenant's
      property.

              


      

      


      10.2               Damage to the
Building:

      It is
understood and agreed that, notwithstanding the other provisions of this Lease,
should the Building at any time be partially or wholly destroyed or damaged by
any cause whatsoever, or should demolition of the Building, or any part thereof,
be necessitated thereby:

      


      
        	
                (a)

              	
                Subject
      as hereinafter provided in this Section 10.2, the Landlord shall, to the
      extent of the insurance proceeds available for reconstruction and actually
      received by the Landlord from its insurers following any election by the
      Mortgagee to apply all or any portion of such insurance proceeds against
      the debt owing to the Mortgagee as the case may be, expeditiously
      reconstruct and repair the Building, and to the extent necessary, the
      Premises, in accordance with the Landlord's obligations to repair under
      the provisions of Section 6.4 hereof.  Upon substantial
      completion of the Landlord's work as it relates to the Premises the
      Landlord shall notify the Tenant, and the Tenant shall forthwith commence
      and expeditiously complete reconstruction and repair of the Premises,
      Leasehold Improvements and Trade Fixtures to the extent they are so
      affected, in accordance with the Tenant's obligations to repair under the
      provisions of Section 6.2 hereof;

              


      

      


      
        	
                (b)

              	
                Rent
      shall not abate unless the Premises are rendered wholly or partially unfit
      for occupancy by such occurrence, and in such event, Rent, as of the date
      of such occurrence shall abate proportionately as to the portion of the
      Premises rendered unfit for occupancy until thirty (30) days following
      receipt by the Tenant of the Landlord's notice given to the Tenant as
      provided in Subsection 10.2(a) hereof, at which time Rent shall
      recommence;

              


      

      


      
        	
                (c)

              	
                If
      in the opinion of the Architect, such opinion to be given to the Landlord
      and the Tenant within thirty (30) days of the date of such damage, thirty
      percent (30%) or more of the Total Rentable Area of the Building is at any
      time destroyed or damaged in whole or in part by any cause whatsoever, or
      by demolition caused or necessitated thereby, notwithstanding that the
      Premises may be unaffected by such occurrence, the Landlord may, at its
      option, by written notice to the Tenant, within thirty (30) days of
      receipt of such opinion of the Architect, elect to terminate this Lease
      and the Tenant shall within thirty (30) days vacate the Premises and Rent
      will abate as of the thirtieth (30th)
      day after the Landlord's notice so long as Tenant has vacated the
      Premises;

              


      

      


      
        	
                (d)

              	
                In
      repairing, reconstructing or rebuilding the Building or any part thereof,
      the Landlord may use designs, plans and specifications, other than those
      used in the original construction of the Building, and the Landlord may
      alter or relocate, or both, any or all buildings, facilities and
      improvements, including the Premises, provided that the Premises as
      altered or relocated shall be substantially the same size and shall be in
      all material respects reasonably comparable to the Premises;
      and

              


      

      


      
        	
                (e)

              	
                In
      no event, including termination of this Lease in accordance with the
      provisions of Subsection 10.2(c) hereof, shall the Landlord be liable to
      reimburse the Tenant for damage to, or replacement or repair of any
      Leasehold Improvements, Trade Fixtures or of any of the Tenant's
      property.

              


      

      


      10.3               Architect's
Certificate:

      It is
understood and agreed by the Tenant that wherever a certificate of the Architect
is required or deemed appropriate by the Landlord, the certificate of the
Architect shall bind the parties hereto as to completion of construction of the
Premises and the availability of services, the percentage of the Premises or
Building destroyed or damaged and the number of days required to make repairs or
reconstruct the state of tenantability of the Premises, and the state of
completion of any work or repair of either the Landlord or the
Tenant.

      


      ARTICLE
XI - UNAVOIDABLE DELAY

      


      11.1               Unavoidable
Delay:

      Whenever
and to the extent that the Landlord or Tenant shall be unable to fulfil or shall
be delayed or restricted in the fulfilment of any obligation hereunder in
respect of the supply or provision of any service or utility or the doing of any
work or the making of any repairs by reason of being unable to obtain the
material, goods, equipment, service, utility or labour required to enable it to
fulfil such obligation or by reason of any strike, work stoppage, statute, law
or order in council or any regulation or order passed or made pursuant thereto
or by reason of the order or direction of any administrator, controller or
board, or any governmental department or officer or other authority, or by
reason of not being able to obtain any permission or authority required thereby,
or by reason of any other cause beyond its control whether of the foregoing
character or not, the Landlord or Tenant 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 Landlord or Tenant shall not be entitled to any
compensation for any inconvenience, nuisance or discomfort thereby
occasioned.  The provisions of this Section 11.1 shall not operate to
excuse the Tenant from prompt payment of all sums required to be paid pursuant
to the terms of this Lease.

      


      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      ARTICLE XII - LANDLORD'S
REMEDIES

      


      12.1               Landlord May Perform
Tenant's Covenants:

      If the
Tenant is in default of any of its covenants, obligations or agreements under
this Lease (other than its covenant to pay Rent) and such default shall have
continued for a period of ten (10) consecutive days after notice by the Landlord
to the Tenant specifying with reasonable particularity the nature of such
default and requiring the same to be remedied (or, if by reason of the nature
thereof, such default cannot be cured by the payment of money and cannot with
due diligence be wholly cured within such ten (10) day period, if the Tenant
shall fail to proceed promptly to cure the same or shall thereafter fail to
prosecute the curing of such default with due diligence), the Landlord, without
prejudice to any other rights which it may have with respect to such default,
may remedy such default and the cost thereof to the Landlord together with
Interest thereon from the date such cost was incurred by the Landlord until
repaid by the Tenant shall be treated as Additional Rent and added to the Rent
due on the next succeeding date on which Basic Rent is
payable.  Notwithstanding the above, if the nature of the default is
such that it can be wholly cured in less than ten (10) days, then the Landlord's
notice shall stipulate such reasonable lesser period, and if the default is not
remedied within the time period set out, the Landlord may remedy the default as
set out above.

      


      12.2               Re-Entry:

      When:

      


      
        	
                (a)

              	
                the
      Tenant fails to pay when due any Rent, whether lawfully
      demanded or not; after five (5) days’ prior
      written notice from the
Landlord;

              


      

      


      
        	
                (b)

              	
                the
      Tenant is in default of any of its covenants, obligations or agreements
      under this Lease (other than its covenant to pay Rent) and such default
      has continued for a period of ten (10) consecutive days (or such shorter
      period set out in the Landlord's notice as may be reasonable in the
      circumstances) after notice by the Landlord to the Tenant
      specifying with reasonable particularity the nature of such default and
      requiring the same to be remedied, or, if by reason of the nature thereof,
      such default cannot be cured by the payment of money and cannot with due
      diligence be wholly cured within such ten (10) day period, if the Tenant
      has failed to proceed promptly to cure the same or has thereafter failed
      to prosecute the curing of such failure with due
  diligence;

              


      

      


      
        	
                (c)

              	
                an
      execution issues against any property of the Tenant or any guarantor or
      indemnifier of this Lease and remains outstanding for more than ten (10)
      days, or any receiver of any property of the Tenant or any guarantor or
      indemnifier of this Lease is appointed, or the Tenant or any guarantor or
      indemnifier of this Lease becomes insolvent or makes application for
      relief from creditors under the provisions of any statute now or hereafter
      in force or, under the Bankruptcy and Insolvency Act, files a notice of
      intention or a proposal, makes an assignment in bankruptcy, has a
      receiving order made against it or otherwise becomes bankrupt, or any
      action, steps or proceedings whatever, are taken with a view to the
      winding up, dissolution or liquidation of the Tenant or any guarantor or
      indemnifier of this Lease, or with a view to the restructuring or
      compromise of any debt or other obligation of the Tenant or any guarantor
      or indemnifier of this Lease;

              


      

      


      
        	
                (d)

              	
                any
      insurance policy is cancelled or not renewed by any insurer by reason of
      any particular use or occupation of the Premises;
  or

              


      

       

      
        	
                (e)

              	
                the
      Premises have been abandoned, or have become
      vacant or have remained unoccupied for a period of five (5) consecutive
      days without the consent of the Landlord (which consent shall not be
      unreasonably withheld), or the Premises have been used by any other
      person or persons other than the Tenant or any person permitted by Article
      VIII hereof.

              


      

      


      
        	
                (f)

              	
                the Tenant or any
      company with which the Tenant is affiliated or associated (as those terms
      are defined in the Business Corporations Act, 1990 of Ontario, or any
      successor legislation thereto) is in default of any of its covenants,
      obligations or agreements under any lease or other written agreement
      between it and the Landlord (as owner or as manager) or any company with
      which the Landlord is affiliated or associated (as those terms are defined
      in the Business Corporations Act, 1990 of Ontario, or any successor
      legislation thereto), and such default shall have continued for such
      period of time that the Landlord's (or such affiliated or associated
      company's) remedies have become exercisable
    thereunder;

              


      

      


      then, and
in any of such cases, the then current month's Rent together with the Rent for
the three (3) months next ensuing shall immediately become due and payable, and
at the option of the Landlord the Term shall become forfeited and void, and the
Landlord without notice or any form of legal process whatever may forthwith
re-enter the Premises or any part thereof in the name of the whole and repossess
the same as of its former estate, anything contained in any statute or law to
the contrary notwithstanding.  The Landlord may expel all persons and
remove all property from the Premises and such property may be removed and sold
or disposed of by the Landlord as it deems advisable or may be stored in a
public warehouse or elsewhere at the cost and for the account of  the
Tenant without the Landlord being considered guilty of trespass or conversion or
becoming liable for any loss or damage which may be occasioned thereby,
provided, however, that such forfeiture shall be wholly without prejudice to the
right of  the Landlord to recover arrears of rent and damages for any
antecedent default by the Tenant of its covenants under this Lease. Should the
Landlord at any time terminate this Lease by reason of any such event, then, in
addition to any other remedies it may have, it may recover from the Tenant all
damages it may incur as a result of such termination.

      


      12.3               Right to
Distrain:

      The
Tenant agrees that the Landlord shall have the right to distrain for any arrears
of Rent without notice to the Tenant, in addition to the other rights reserved
to it.  For such purpose the Landlord shall have the right to enter
the Premises as agent of the Tenant either by force or otherwise without being
liable for any prosecution therefor and to take possession of any goods and
chattels whatever on the Premises, and to sell the same at public or private
sale and apply the proceeds of such sale on account of the Rent or in
satisfaction of the breach of any covenant, obligation or agreement of the
Tenant under this Lease and the Tenant shall remain liable for the deficiency,
if any.  Notwithstanding anything contained in the Commercial
Tenancies Act (Ontario), or any successor legislation or other statute which may
hereafter be passed to take the place of the said act or to amend the same, none
of the goods and chattels of the Tenant at any time during the continuance of
the Term shall be exempt from levy by distress for Rent and the Tenant hereby
waives all and every benefit that it could or might have under such
act.  Upon any claim being made for such exemption by the Tenant, or
on distress being made by the Landlord, this provision may be pleaded as an
estoppel against the Tenant in any action brought to test the right to the
levying of distress upon any such goods.

      


      12.4               Landlord May Follow
Chattels:

      In case
of removal by the Tenant of the goods or chattels of the Tenant from the
Premises, the Landlord may follow the same for thirty (30) days in the same
manner as is provided for in the Commercial Tenancies Act, or any successor
legislation or other statute which may hereafter be passed to take the place of
the said act or to amend the same.

      


      12.5               Rights
Cumulative:

      The
rights and remedies given to the Landlord in this Lease are distinct, separate
and cumulative, and no one of them, whether or not exercised by the Landlord
shall be deemed to be in exclusion of any other rights or remedies provided in
this Lease or by law or in equity.

      


      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      12.6               Acceptance of Rent
Non-Waiver:

      No
receipt of monies by the Landlord from the Tenant after the termination of this
Lease shall reinstate, continue or extend the Term, or affect any notice
previously given to enforce the payment of Rent then due or thereafter falling
due or operate as a waiver of the right of the Landlord to recover possession of
the Premises by proper action, proceeding or other remedy; it being agreed that,
after the service of a notice to cancel this Lease and after the commencement of
any action, proceeding or other remedy, or after a final order or judgment for
possession of the Premises, the Landlord may demand, receive and collect any
monies due, or thereafter falling due without in any manner affecting such
notice, action, proceeding, order or judgment; and any and all such monies so
collected shall be deemed payments on account of the use and occupation of the
Premises or at the election of the Landlord on account of the Tenant's liability
hereunder.

       

      ARTICLE XIII - STATUS STATEMENT,
ATTORNMENT AND SUBORDINATION

      


      13.1               Certification:

      The
Landlord and Tenant respectively agree that within ten (10) days after a written
request therefor, they shall execute and deliver to the other or to such person
as may be identified in the written request (but in no event more than twice in
any year) a written statement certifying that this Lease is unmodified and is in
full force and effect (or if modified stating the modifications and that this
Lease is in full force and effect as modified), the amount of the Basic Rent and
the date to which it as well as all other charges under this Lease have been
paid, whether or not there is any existing default on the part of the Landlord
or the Tenant of which the person signing the certificate has notice and giving
as well such further information as the person requesting the certificate shall
reasonably require.

      


      13.2               Attornment:

      If
proceedings are brought for foreclosure, or if there is exercise of the power of
sale or if there is an entry into possession of the Building or any part thereof
pursuant to any mortgage, charge, deed of trust or any lien resulting from any
other method of financing or refinancing made by the Landlord covering the
Premises and the Building, the Tenant shall attorn to the mortgagee, chargee,
lessee, trustee, other encumbrancer or the purchaser upon any such foreclosure
or sale and recognize such mortgagee, chargee, lessee, trustee, other
encumbrancer or the purchaser as the Landlord under this Lease.

      


      13.3               Subordination:

      Subject to the Landlord obtaining a
non-disturbance agreement in favour of the Tenant pursuant to Section 13.3A
hereof, the Tenant shall postpone and subordinate its rights under this
Lease to the Mortgagee, and any mortgage or mortgages, or any lien resulting
from any other method of financing or refinancing, now or hereafter in force
against the Lands and Building or any part or parts thereof as it exists from
time to time, and to all advances made or hereafter to be made upon the security
thereof.

      


      13.3A               Non-disturbance
Agreement:

      


      Provided
the Tenant is Ultimate Software Group of Canada, Inc., upon the written request
of the Tenant, the Landlord shall use its reasonable efforts to obtain, at the
Tenant’s sole cost and expense, an agreement from any existing mortgagee of the
Building, in a form acceptable to such mortgagee, to the effect that so long as
the Tenant performs and observes all of the terms and conditions of this Lease
and is not in default under this Lease and provided the Tenant shall attorn to
such mortgagee, the Tenant shall be permitted to remain in possession of the
Premises without interruption or disturbance from such mortgagee; or at the
option of such mortgagee, shall be entitled to obtain a new lease for the
unexpired Term of this Lease, on the same terms and conditions as contained in
this Lease.  The Tenant shall (i) promptly execute such documents as
may be required by the Landlord to give effect to the foregoing, and (ii)
indemnify the Landlord from and against all reasonable costs including legal
costs incurred by the Landlord in connection with obtaining and preparing any
such agreement.

      


      13.4               Rights of
Mortgagees:

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

      


      
        
           

        

        
          17

          
            

          

        

        
           

        

      

      ARTICLE XIV -
MISCELLANEOUS

      


      14.1               Joint and Several
Liability:

      If two or
more individuals, corporations, partnerships or other business associations (or
any combination of two or more thereof) sign this Lease as the Tenant, the
liability of each such individual, corporation, partnership or other business
association to pay Rent and to perform all other obligations hereunder shall be
deemed to be joint and several.  In like manner, if the Tenant is a
partnership or other business association, the members of which are, by virtue
of statute or general law, subject to personal liability, the liability of each
such member shall be joint and several.  The Tenant warrants and
represents that it is duly formed and in good standing, and has full corporate
or partnership authority, as the case may be, to enter into this Lease, and has
taken all corporate or partnership action, as the case may be, necessary to make
this Lease a valid and binding obligation, enforceable in accordance with its
terms.

      


      14.2               Landlord and Tenant
Relationship:

      No
provision of this Lease is intended to nor creates a joint venture or
partnership or any other similar relationship between the Landlord and Tenant,
it being agreed that the only relationship created by this Lease is that of
landlord and tenant.

      


      14.3               Planning
Act:

      It is an
express condition of this Lease that the provisions of the Planning Act, R.S.O
1990 c.P.13 and amendments thereto be complied with.

      


      14.4               No
Waiver:

      No
condoning or waiver by either the Landlord or Tenant of any default or breach by
the other at any time or times in respect of any of the terms, covenants and
conditions contained in this Lease to be performed or observed by the other
shall be deemed to operate as a waiver of the Landlord's or Tenant's rights
under this Lease, as the case may be, in respect of any continuing or subsequent
default or breach nor so as to defeat or affect in any way the rights or
remedies of the Landlord or the Tenant under this Lease, as the case may be, in
respect of any such continuing or subsequent default or
breach.  Unless expressly waived in writing, the failure of the
Landlord or the Tenant to insist in any case upon the strict performance of any
of the terms, covenants or conditions contained in this Lease to be performed or
observed by the other shall not be deemed to operate as a waiver of the future
strict performance or observance of such terms, covenants and
conditions.

      


      14.5               Expropriation:

      The
Landlord and the Tenant shall co-operate in respect of any expropriation of all
or any part of the Premises or the Lands and Building so that each party may
receive the maximum award to which it is entitled in law.  If the
whole or any part of the Premises or of the Lands and Building are expropriated,
as between the parties hereto, their respective rights and obligations under
this Lease shall continue until the day on which the expropriating authority
takes possession thereof.  If, in the case of partial expropriation of
the Premises this Lease is not frustrated by operation of governing law and such
expropriation does not render the remaining part of the Premises untenantable
for the purposes of this Lease, the Tenant and the Landlord shall restore the
part not so taken in accordance with their respective repair obligations under
the provisions of Article VI of this Lease.  In this Section the word
"expropriation" shall include a sale by the Landlord to any authority with
powers of expropriation, in lieu of or under threat of
expropriation.

      


      14.6               Notice:

      Any
notice required or contemplated by any provision of this Lease shall be given in
writing and shall be signed by the party giving the notice, addressed, in the
case of the Landlord to its Manager:

      


      Redcliff
Realty Management Inc.

      40
University Avenue, Suite 1200,

      Toronto,
Ontario

      M5J
1T1

      


      Attention:  The
President

      


      in the
case of notice to the Tenant:  the
Premises

      


      and
in the case of notice to the
Indemnifier:                                                                              2000
Ultimate Way

      Weston, Florida 33326

      U.S.A.

      


      Attention:  General
Counsel

      


      delivered
or sent by facsimile or by registered mail, postage prepaid, return receipt
requested.  The time of giving of such notice if mailed shall be
conclusively deemed to be the fifth (5th) business day after the day of such
mailing unless regular mail service is interrupted by strikes or other
irregularities.  Such notice, if delivered or sent by facsimile, shall
be conclusively deemed to have been given and received at the time of such
delivery or the time of sending by facsimile unless received after 5:00 p.m. in
which event such notice shall be deemed to have been given and received on the
next business day.  If in this Lease two or more persons are named as
Tenant, such notice shall be delivered personally to any one of such
persons.  Either party may, by notice to the other, from time to time
designate another address in Canada to which notices mailed more than ten (10)
days thereafter shall be addressed. Any notice to be given by the Landlord may
be signed and given by the Landlord or by the Manager.

      


      14.7               Net
Lease:

      It is the
purpose and intent of the Landlord and the Tenant that the Basic Rent shall be
absolutely net and carefree to the Landlord, so that this Lease shall yield, the
Basic Rent specified in each year during the Term without notice or demand, and
free of any charges, assessments, impositions or deductions of any kind and
without abatement, deduction or set-off and under no circumstances or conditions
whether now existing or hereafter arising whether beyond the present
contemplation of the parties is the Landlord to be expected or required to make
any payment of any kind whatsoever or to be subject to any other obligation or
liability hereunder.  All expenses and obligations of every kind and
nature whatsoever relating to the Premises which may arise or become due during
the Term of this Lease shall be paid by the Tenant and the Tenant shall
indemnify and save harmless the Landlord from all costs of same.

      


      14.8               Non
Merger:

      There
shall be no merger of this Lease nor of the leasehold estate created hereby with
the fee estate in the Lands or any part thereof by reason of the fact that the
same person, firm, corporation or entity may acquire or own or hold directly or
indirectly: (a) this Lease or the leasehold estate created hereby or any
interest in this Lease or any such leasehold estate; and (b) the fee estate in
the Lands or any part thereof or any interest in such fee estate.  No
such merger shall occur unless and until the Landlord, the Tenant and the
Mortgagees (including a trustee for bondholders) shall join in a written
instrument effecting such merger and shall duly record the same.

      


      
        
           

        

        
          18

          
            

          

        

        
           

        

      

      14.9               Lease Entire
Agreement:

      There are
no covenants, representations, warranties, agreements or conditions expressed or
implied, collateral or otherwise forming part of or in any way affecting or
relating to this Lease or the Premises save as expressly set out in this Lease
and this Lease constitutes the entire agreement between the Landlord and the
Tenant and may not be amended or modified except by subsequent agreement in
writing of equal formality executed by the Landlord and the
Tenant.  The submission of this Lease for examination does not
constitute a reservation of or option for the Premises, and this Lease becomes
effective as a lease only upon execution and delivery thereof by both the
Landlord and the Tenant.

       

      14.10               Registration:

      The
Tenant shall not register this Lease on the title to the
Lands.  However, the Tenant may register a Notice of Lease on title to
the Lands, at its sole cost, provided such Notice of Lease shall describe only
the parties, the Premises and the Term.  Such Notice of Lease shall be
prepared by the Tenant's solicitors, and shall be subject to the prior written
approval of Landlord and its solicitors, and shall be registered at the Tenant's
expense.  Upon expiry or termination of this Lease, the Tenant shall
forthwith remove or discharge from title to the Lands any such Notice of
Lease.

      


      14.11               Name of
Building:

      The
Tenant shall not refer to the Building by any name other than that, if any,
designated from time to time by the Landlord, and the Tenant may use such
designated name of the Building for the business address of the Tenant but for
no other purpose.

      


      14.12               Governing
Law:

      This
Lease shall be governed by and construed in accordance with the laws of the
Province of Ontario.

      


      14.13               Survival of Tenant's
Covenants:

      All
agreements, covenants and indemnifications in this Lease made by the Tenant
shall survive the expiration or earlier termination of this Lease, anything to
the contrary in this Lease notwithstanding.

      


      14.14               Quiet
Enjoyment:

      The
Landlord agrees that upon the Tenant duly paying the Rent hereby reserved and
duly observing and performing the agreements, terms and conditions herein on its
part to be observed and performed, the Tenant shall and may peaceably possess
and enjoy the Premises for the Term without any hindrance, interruption or
disturbance from the Landlord. If the Landlord is in default, the Tenant shall
not have or exercise any right or remedy with respect thereto unless such
default continues for 10 days or such longer period as may be reasonably
required in the circumstances to cure such default after notice by the Tenant to
the Landlord specifying reasonable details of the default and requiring it to be
remedied but in no event may the Tenant withhold, delay, offset or deduct from
payments of Rent due under this Lease.

      


      14.15               Binding on
Successors:

      This
Lease and everything herein contained shall enure to the benefit of and be
binding upon the respective heirs, executors, administrators, successors,
assigns and other legal representatives, as the case may be, of each and every
one of the parties hereto, subject to the granting of consent by the Landlord to
any Transfer.

      


      14.16               Limitation on
Use:

      The
Tenant acknowledges and agrees that it will not, nor will it permit the Premises
(or any part thereof) to be used for any purpose except the use specifically
provided for in this Lease and for no purpose which is not permitted in the
Building by any Authority or the Landlord.

      


      14.17               Corporate
Ownership:

       The
transfer or issue by sale, assignment, bequest, inheritance, operation of law,
or other disposition, or by subscription, of any part or all of the corporate
shares of the Tenant, so as to result in any change in the present effective
voting control of the Tenant by the party or parties holding such voting control
at the date of commencement of this Lease shall be deemed to be an assignment of
this Lease, and the provision of Article VIII hereof shall apply mutatis
mutandis. The Tenant shall make available to the Landlord, such books and
records of the Tenant for inspection at all reasonable times, in order to
ascertain whether there has, in effect, been a change in control.

      


      14.18               Assignment and
Subletting:

      The terms
"assignment", "subletting" and “Transfer” in this Lease shall include the
mortgaging or encumbering of this Lease, the Tenant's interest herein or the
Premises or any part thereof and the occupation or parting with or sharing
possession of all or any part of the Premises by any person, firm, partnership,
or corporation, or any group or combination thereof.  An assignment or
transfer shall be construed so as to include an assignment or transfer by
operation of law. "Sublease" means any transaction other than an assignment
whereby any right of use, occupancy or possession (whether exclusive,
non-exclusive, permanent or temporary) relating to the whole or any part of the
Premises is conferred upon anyone (whether immediately, conditionally or
contingently) and includes but is not limited to any sublease, sub-sublease,
concession, franchise, licence agreement or any other arrangement (such as but
not limited to a management agreement) conferring any such right of use,
occupancy or possession and whether or not Tenant is a party
thereto.

      


      14.19               Several
Liability:

      If two or
more corporations, partnerships or other business associations (or any
combination of two or more thereof) constitute the Landlord in this Lease, the
liability of each such corporation, partnership or other business association
hereunder is several.  In the event of default by the Landlord under
this Lease, the Tenant agrees that should it proceed against such corporations,
partnerships or other business associations, it shall do so only in accordance
with their several interests, as they may be from time to time.

      


      14.20               Time of the
Essence:

      Time
shall be of the essence for this Lease and for every part hereof.

      


      
        
           

        

        
          19

          
            

          

        

        
           

        

      

      ARTICLE XV - DEFINITIONS -
INTERPRETATION

      


      15.1               Definitions:

      In this
Lease, unless there is something in the subject matter or context inconsistent
therewith:

      


      "Additional Rent" means the
Proportionate Share of Realty Taxes and Operating Costs, payments for Utilities
and light fixtures, and all other payments for Additional Services, and such
other sums, excluding Basic Rent, otherwise payable by the Tenant in accordance
with the terms of this Lease.

      


      "Additional Services" means
any service and/or supervision provided to the Tenant and supplied by the
Landlord or by anyone authorized by the Landlord and not otherwise expressly
provided for as a standard service under this Lease, including by way of
example, steam cleaning of carpets, moving furniture, alterations to Leasehold
Improvements, or providing air-conditioning or ventilation for periods in excess
of Normal Business Hours are each Additional Services.

      


      "Architect" means the independent architect,
surveyor or engineer from time to time appointed by the Landlord.

      


      "Authority" means the federal,
provincial, and municipal governments, the courts, administrative and
quasi-judicial boards and tribunals and any other organizations or entities with
the lawful authority to regulate, or having a power or right conferred at law or
by or under a statute over, the Landlord, the Tenant, the Building, the Lands or
the Premises including the businesses carried on therein;

      


      "Basic Rent" means the basic
rent payable by the Tenant pursuant to this Lease.

      


      “BOMA” means the Standard
Method for Measuring Floor Area in Office Buildings - American National
Standard, as approved June 7, 1996 and known as BOMA ANSI
Z65.1-1996.

      


      "Building" means the
buildings, structures, and improvements from time to time during the Term
erected on the Lands together with all fixtures, sprinklers, elevators,
escalators, heating, ventilating, air-conditioning and mechanical and electrical
equipment and machinery and water, gas, sewage, telephone and other
communication facilities and electrical power services and Utilities comprised
therein, belonging thereto, connected therewith or used in the operation
thereof, and now or hereafter constructed, erected and installed therein and
thereon, and all alterations, additions, and replacements thereto, and includes
the Common Areas but excludes all Leasehold Improvements made, constructed,
erected or installed therein by or on behalf of any tenant of premises
therein.  The municipal address of the Building is 277 Wellington Street West, Toronto,
Ontario.

      


      "Capital Tax" means any tax or
taxes payable by the Landlord to any taxing authority based upon or computed by
reference to the value of the Building, or the capital or place of business of
the Landlord and includes, without limitation, provincial capital tax and
federal large corporations tax as now existing and as modified or supplemented
from time to time.  If the system of capital taxation shall be altered
such that any new capital tax shall be levied or imposed in substitution for or
in addition to Capital Tax from time to time levied or imposed, then any such
new tax or levy shall be deemed to be Capital Tax or included in Capital
Tax.

      


      "Capital Tax for the Building"
for any fiscal period means the amount calculated by multiplying the aggregate
book value to the Landlord of the Lands and Building (and all equipment used in
connection therewith) by the applicable Capital Tax rate imposed, from time to
time, by the taxing authority having jurisdiction.  Aggregate book
value shall be net of depreciation and amortization, for financial statement
purposes and determined as at the end of such fiscal period.  The
parties acknowledge that Capital Tax for the Building is an approximation based
upon the concept of Capital Tax, and is not necessarily the actual Capital Tax
paid or payable by the Landlord in respect of the Building.  If the
calculation of Capital Tax changes, then the Landlord may adjust its calculation
of such amount to reasonably reflect such change.

      


      "Common Areas"
means:

      


      
        	
                (i)  

              	
                all
      common areas and facilities within the Building from time to time
      furnished or designated (and which may be changed) by the Landlord for the
      use in common, in such manner as the Landlord may permit, by tenants of
      premises in the Building and all others entitled thereto including,
      without restricting the generality of the foregoing, lobbies, corridors,
      together with washrooms, fan rooms, janitors' closets, electrical closets
      and other closets not situate within the demising line of any premises in
      the Building, and excluding parking spaces, pipes, wires, ducts, conduits
      and other elements of Building Systems;
and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                all
      of the Lands described in Schedule "A" hereto, not for the time being
      demised by the Landlord and not covered by any building (other than
      service buildings) available for the general benefit of all tenants of the
      Building and including without restricting the generality of the
      foregoing, parking areas, access roads, driveways, sidewalks and
      landscaped areas.

              


      

      


      "Contaminant" means any solid,
liquid, or gaseous substance, any Hazardous Waste, any Toxic Substances, any
odour, heat, sound vibration, radiation or combination of any of them that may,
if Discharged, have an adverse effect on the environment or on people, property
or the normal conduct of business;

      


      "Discharge" means any spill
release, escape, leak or movement of a Contaminant into the environment, the
indoor or outdoor air, into or onto the ground, into the surface water or ground
water, into the sewers or any watercourse, or into, onto or from the Premises or
the Building.

      


      "Environmental Law" means the
statutes, regulations, policies, directives, orders, approvals and other legal
requirements of an Authority or of the common law which affect the Premises, the
Landlord's or the Tenant's business, and which impose any obligations relating
to the protection, conservation or restoration of the environment, the Premises
or the Building;

      


      "Fiscal Period" means the
period designated as such from time to time by the Landlord.

      


      "Hazardous Waste" means any
hazardous waste, hazardous product, deleterious substance, special waste, liquid
industrial waste, dangerous goods or substance which is controlled or regulated
under Environmental Law.  For ease of reference, this includes, but is
not limited to, any waste which is composed in whole or in part of substances
which are:  (i) corrosive, (ii) ignitable, (iii) pathological, (iv)
radioactive, (v) reactive, or (vi) toxic; and liquid waste, whether or not from
a commercial or industrial process, that cannot lawfully be disposed of through
the municipal sewers.

      


      "Interest" or "Interest Rate" means interest
at a rate equivalent to three (3%) per cent per annum in excess of the prime
lending rate of The Canadian Imperial Bank of Commerce, Main Branch, Toronto
Ontario (or its successors) where the prime lending rate of such bank means the
rate of interest (now commonly known as that Bank's "prime rate"), expressed as
a rate per annum, charged by such bank in Toronto on demand loans made by it in
Canadian dollars at such time.

      


      "Lands" means the lands
described in Schedule "A" annexed hereto as supplemented or diminished from time
to time by the Landlord.

      


      
        
           

        

        
          20

          
            

          

        

        
           

        

      

      "Landlord's Improvements"
means improvements to be constructed or installed in or to the Premises by the
Landlord in accordance with the Landlord's working drawings prepared for the
construction of the Building.  By way of example, and without limiting
the generality of the foregoing, Landlord's Improvements include ceilings,
lighting, and window covering systems originally installed by the Landlord and
standard to the Building.  Any Landlord's Improvements from time to
time modified by or on behalf of the Tenant so as to no longer be standard to
the Building shall be considered Leasehold Improvements.  Landlord's
Improvements shall not include any Leasehold Improvements installed by the
Landlord on behalf of the Tenant or a previous occupant of the
Premises.

      


      "Lease" means this document as
originally signed, sealed and delivered and as amended, from time to time, which
amendments shall be in writing, signed, sealed and delivered by the Landlord and
Tenant.

      


      "Leasehold Improvements" means
all items generally considered to be leasehold improvements, including, without
limitation, all fixtures, equipment, improvements, installations, alterations
and additions from time to time made, erected or installed by or on behalf of
the Tenant, or any previous occupant of the Premises, including, without
limitation, any stairways for the exclusive use of the Tenant, all fixed
partitions, light fixtures, plumbing fixtures, however affixed and whether or
not movable, and all wall-to-wall carpeting other than carpeting laid over
finished floors and affixed so as to be readily removable without damage, and
all water, electrical, gas and sewage facilities, all heating, ventilating and
air-conditioning equipment and facilities exclusively serving the Premises all
telephone and other communication wiring and cabling leading from the base
building distribution panel to facilities located in the Premises, all cabinets,
cupboards, shelving and all other items which cannot be removed without damage
to the Premises; but excluding Trade Fixtures, furniture, unattached or
free-standing partitions and equipment not in the nature of
fixtures.

      


      "Manager" means Landlord's
authorized manager for the Building who may be changed from time to time and who
is Redcliff Realty Management Inc. at the date of signing this
Lease.

      


      "Mortgagee" means the
Landlord's mortgagee(s) from time to time with respect to the Lands, the
Building and/or this Lease, and includes a trustee for bondholders.

      


      "Normal Business Hours" means
the hours from 8:00 a.m. to 6:00 p.m. on Monday to Friday of each week except
any statutory holiday or civic holiday in the City of Toronto, or the Province
of Ontario.

      


      "Operating Costs" means the
total direct and indirect cost and expense, incurred, or accrued, whether by the
Landlord, or by others on behalf of the Landlord, and allocated by the Landlord
to the discharge of its obligations under this Lease, or incurred or accrued
with respect to the ownership, supervision, maintenance, operation, cleaning,
insuring, improvement, repair and replacement to the Lands and the Building,
including without limiting the generality of the foregoing the total annual cost
and expense of:

      


      
        	
                 
      

              	
                (i)

              	
                insurance
      maintained by the Landlord with respect to the ownership and operation of
      the Lands and the Building including without limitation the cost of
      insuring the Building and the Lands with such forms of coverage and in
      such amounts as the Landlord, or its Mortgagees may, from time to time
      determine, including, without limitation, costs and premiums paid for
      insurance against any risks of physical loss or damage to property of the
      Landlord on a replacement cost basis, boiler, pressure vessels,
      air-conditioning equipment and miscellaneous electrical apparatus
      insurance on a broad form blanket coverage repair and replacement basis,
      loss of insurable gross profits and loss of rental income attributable to
      all perils reasonably insured against by the Landlord or commonly insured
      against by prudent landlords, third party liability hazards including
      exposure to personal injury, bodily injury and property damage on an
      occurrence basis including insurance for all contractual obligations and
      covering also actions of all authorized employees, subcontractors and
      agents while working on behalf of the Landlord, and any other forms of
      insurance as the Landlord or its Mortgagees may reasonably require from
      time to time for insurable risks and in amounts against which a prudent
      owner of a first-class office building in the City of Toronto would
      protect himself;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                warranties
      and guarantees;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                complete
      maintenance and janitorial service for the Building and Lands, including
      snow removal, window cleaning, garbage and waste collection and disposal,
      the cost of operating and maintaining any merchandise holding and
      receiving areas and truck docks, and the cost of interior and exterior
      landscaping;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                elevator
      maintenance, lighting, public and private Utilities (net of the amounts
      chargeable under Section 4.5 hereof), together with the cost of energy
      management programmes and the cost of maintaining any signs considered by
      the Landlord to be part of the Common
Areas;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                policing
      and supervision;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                salaries,
      termination and severance costs of all personnel employed to carry out
      supervision, maintenance and service operations, (including contributions
      towards usual fringe benefits, unemployment insurance, pension plan
      contributions and similar contributions), and to the extent such personnel
      are not engaged full time to perform such supervision, maintenance and
      service operations, then only such portion of their salaries as is
      attributable to such on-site
performance;

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                the
      rental of any equipment and signs, and the cost of building supplies, used
      by the Landlord in the maintenance and operation of the Lands and the
      Building;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                heating,
      air-conditioning and ventilation of the
  Building;

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                repair,
      maintenance and operation of the Lands and the Building and the repair,
      replacement, maintenance and operation of the mechanical, electrical,
      plumbing, heating, air-conditioning and any communications equipment
      appurtenant thereto;

              


      

      


      
        	
                 
      

              	
                (x)

              	
                operation
      of parking garages;

              


      

      


      
        	
                 
      

              	
                (xi)

              	
                all
      business taxes, if any, from time to time payable by the Landlord, on
      account of its ownership or operation of the Lands and Building but
      excluding income tax of the
Landlord;

              


      

      


      
        	
                 
      

              	
                (xii)

              	
                legal
      fees as reasonably attributable to the daily operation of the Lands and
      Building but excluding legal fees for lease enforcement and leasing of the
      Lands and Building;

              


      

      


      
        	
                 
      

              	
                (xiii)

              	
                all
      fees and expenses incurred by the Landlord in connection with actions
      taken by the Landlord to appeal property assessments for the Lands and
      Building;

              


      

      


      
        	
                 
      

              	
                (xiv)

              	
                accounting
      and computing services and audit fees in connection with the calculations
      and tabulations of amounts referred to in this
  Lease;

              


      

      


      
        	
                 
      

              	
                (xv)

              	
                security
      services, if any, undertaken by or on behalf of the
    Landlord;

              


      

      


      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (xvi)

              	
                depreciation
      and amortization of capital costs as determined in accordance with
      generally accepted accounting principles
for:

              


      

      


      
        	
                 
      

              	
                A.

              	
                the
      costs of all maintenance and cleaning equipment and Landlord's utility
      meters;

              


      

      


      
        	
                 
      

              	
                B.

              	
                the
      costs incurred for all other fixtures, furniture, replacement of finishes
      in the Common Areas, equipment, and facilities serving the
      Building;

              


      

      


      
        	
                 
      

              	
                C.

              	
                the
      costs, together with Interest, of equipment modification or improvements
      of the Building, amortized over their useful life, as determined by the
      Landlord; and

              


      

      


      
        	
                 
      

              	
                D.

              	
                the
      costs incurred by the Landlord in complying with any laws including
      Environmental Laws pertaining to the operation of the Lands and Building,
      and all costs incurred pursuant to Section 6.4(b) to (e) inclusive hereof
      together with Interest;

              


      

      


      
        	
                 
      

              	
                (xvii)

              	
                Capital
      Tax including Capital Tax for the
Building;

              


      

      


      
        	
                 
      

              	
                (xviii)

              	
                a
      management fee which shall be an amount equal to fifteen per cent (15%) of
      the aggregate of all Operating Costs other than this management fee;
      and

              


      

      


      
        	
                 
      

              	
                (xix)

              	
                actual
      costs related to the staffing and operation of a regional or on-site
      administrative office serving the Building, including the fair rental
      value (having regard to rentals prevailing from time to time for similar
      space) of space occupied by the Landlord's employees for day to day
      administrative and supervisory purposes relating to the
      Building.  In the case of a regional office, the costs will be
      apportioned among the buildings served by it on a pro rata
      basis.

              


      

      


      If the
Landlord decides not to charge the full amount of any one or more of the
foregoing costs and expenses in the year in which it is incurred, then any such
uncharged portions may be charged in any subsequent years and there shall be
included, interest at the Interest Rate on the uncharged portion of such costs
and expenses from time to time outstanding. Indirect and offsite costs shall be
determined and allocated by the Landlord to Operating Costs in accordance with
the provisions of this Lease.  Where any amount, cost or expense is to
be determined, allocated, apportioned or attributed under any provision of this
Lease, the Landlord shall do so and shall act reasonably in determining and
applying criteria which are relevant to doing so and the Landlord may retain
engineering, accounting, legal and other professional consultants to assist and
advise in doing so.  If the Lands and Buildings contain office, retail
or residential components then Landlord shall allocate Operating Costs between
the various components depending upon the Landlord's determination of the
amounts attributable to each component.

      


      Provided
that if the Building is not fully occupied for any period within the Term, the
Operating Costs which vary with the level of occupancy of the Building (for
example, the cost of janitorial services) may be adjusted to reflect full
occupancy.

      


      And
provided further, Operating Costs shall not include and shall deduct the
following, except to the extent set out above:

      


      
        	
                 
      

              	
                (1)

              	
                commissions,
      advertising costs, or legal expenses, in connection with leasing the Lands
      and Building or any part thereof;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                the
      cost of painting, repainting, decorating, or redecorating, or of providing
      special cleaning services for any occupant of any space in the Building,
      other than the Premises;

              


      

      


      
        	
                 
      

              	
                (3)

              	
                the
      cost of any insurance premiums for plate glass
  insurance;

              


      

      


      
        	
                 
      

              	
                (4)

              	
                the
      cost of any insurance premiums to the extent that the Tenant is obliged to
      reimburse the Landlord for the cost of such premiums pursuant to any
      provision of this Lease and/or to the extent that any other tenant of the
      Building would be obligated to reimburse the Landlord for the cost of such
      premiums pursuant to any provision of such tenant's lease other than, in
      each case, pursuant to provisions similar to Section 4.4 of this
      Lease;

              


      

      


      
        	
                 
      

              	
                (5)

              	
                expenses
      incurred by the Landlord in respect of charges directly chargeable to
      other tenants of the Building including for electricity used by other
      tenants of the Building for lighting or for the operation of business
      equipment and machinery within such tenants' premises, or expenses
      incurred with respect to the repair of damage to the Building and Lands,
      all to the extent that the Landlord received direct and specific
      reimbursement therefor by other tenants of the Building or from the
      proceeds of insurance;

              


      

      


      
        	
                 
      

              	
                (6)

              	
                the
      expenses incurred by the Landlord in respect of installation of other
      tenants' improvements;

              


      

      


      
        	
                 
      

              	 	
                (7)

              	
                interest
      and principal on mortgages and capital cost allowance on the
      Building;

              


      

      


      
        	
                 
      

              	
                (8)

              	
                any
      costs relating to aerials, antennae, cables, machinery, equipment,
      installations, or other forms of communications equipment not part of the
      operation of the Building as a first-class office building, or installed
      at the request of and for the limited or specific use of any person
      whether occupying space in the Building or
not;

              


      

      


      
        	
                 
      

              	
                (9)

              	
                any
      amounts directly and specifically chargeable to other tenants for
      services, costs and expenses solely attributable to the accounts of such
      tenants;

              


      

      


      
        	
                 
      

              	
                (10)

              	
                the
      costs of  structural repairs or replacements made necessary due
      to defects or weaknesses in the design, construction, materials or
      workmanship in the original construction of the Building and any portions
      thereof;

              


      

      


      
        	
                 
      

              	
                (11)

              	
                any
      amounts as a result of the Landlord’s violation or failure to comply with
      any governmental regulations or rules or any court order, decree or
      judgment; and

              


      

      


      
        	
                 
      

              	
                (12)

              	
                net
      recoveries by the Landlord in respect of warranties or guarantees relating
      to the construction of the Building to the extent (but only to the extent)
      that the repair costs in respect of the work covered by such warranties or
      guarantees have been charged as Operating Costs (the Landlord hereby
      agreeing to diligently pursue any entitlement to such
      proceeds).

              


      

      


      
        
           

        

        
          22

          
            

          

        

        
           

        

      

      "Premises" means and shall be
deemed to include (except where such meaning would be clearly repugnant to the
context) the space demised and all Leasehold Improvements and Alterations
therein.  The space demised shall consist of the area shown outlined
in red on Schedule "B" attached hereto and shall be bounded by the unfinished
interior surfaces of the perimeter walls and windows, the unfinished surfaces of
interior load-bearing walls, the unfinished top of the floor slab and the
unfinished bottom of the floor slab of the floor above excluding, however, any
stairs and other areas within said boundaries which are not included in the
calculation of Rentable Area and excluding pipes, wires, ducts, conduits and
other elements of the Building systems constructed and installed by or for the
Landlord including, without limitation, the HVAC system.

      


      "Proportionate Share" shall be
determined by dividing the Realty Taxes and the Operating Costs by the Total
Rentable Area of the Building and multiplying the quotient by the Rentable Area
of the Premises.  If the Landlord determines that any component of
Operating Costs is attributable to only part of the Building, then those costs
may be divided only by the Rentable Area to which those costs are so determined
to be attributable.  Should Landlord determine that any component of
Operating Costs is not attributable to the Premises, the Tenant shall remain
responsible for payment of its Proportionate Share of that component of
Operating Costs, as it relates to Common Areas.

      


      "Realty Taxes" means all real
estate, municipal or property taxes (including local improvement rates), levies,
rates, duties, and assessments whatsoever imposed upon or in respect of any real
property from time to time by any Authority, which may be levied or assessed
against the Lands and Building, or the Landlord, or the owners of the Lands and
Building, and any and all taxes which may, in the future, be levied on the
Lands, the Building or the Landlord due to its ownership thereof in lieu of
realty taxes or in addition thereto and the cost to Landlord or the owners of
appealing such levies, rates, duties and assessments.  Should the
Lands and Building not be fully occupied or assessed as a commercial property
for determination of Realty Taxes in any calendar year, then the Landlord shall
adjust the Realty Taxes to an amount that would have been determined if the
Building and Lands were fully occupied and assessed as a commercial
property.

      


      "Rent Commencement Date" is as
defined in Section 1.9 hereof.

      


      "Rent, rent, Rental or rental"
means all payments and charges payable by the Tenant pursuant to this Lease,
including without limitation the Basic Rent and the Additional
Rent.

      


      "Rentable
Area" of any portion of
the Building means the rentable area of floor areas determined in accordance
with BOMA and adjusted from time to time to take account of any structural,
functional or other change affecting same.

      


      "Rental Taxes" means any tax
or duty imposed upon the Landlord or the Tenant which is measured by or based in
whole or in part upon the Rent payable under this Lease, whether existing at the
date hereof or hereinafter imposed by any governmental authority, including
without limitation goods and services tax, value added tax, business transfer
tax, retail sales tax, federal sales tax, excise taxes or duties, or any tax
similar to any of the foregoing.

      


      “Rules and Regulations” means
the Rules and Regulations referred to in Section 2.3 of this Lease.

      


      "Schedules" means the
schedules appended to this Lease comprising:

      


      Schedule
A  -                                Legal
Description

      
        	
                     
      

              	
                                 
      Schedule B  -

              	
                                         
      Floor Plan

              


      

      
        	
                 
      

              	
                                
      Schedule B-  1  -

              	
                                         Space
      Plan

              


      

      Schedule
C  -                                Landlord's
and Tenant's Work

      Schedule
D  -                                Rules
and Regulations

         Schedule E
-                                
Special Provisions

      


      "Tenant" includes the tenant
named in this Lease and its respective successors and assigns, as the case may
be.

      


      "Term" means the initial term
of this Lease as set out in Section 1.5 hereof, any renewal or extension term
and any overholding period.

       
 

      "Term Commencement Date" is
defined in Section 1.5 hereof.

       
 

      "Total Rentable Area of the
Building" means the aggregate of the Rentable Areas of each floor in each
of the Buildings determined in accordance with BOMA and adjusted from time to
time to take account of any structural, functional or other change affecting the
same.

      


      "Toxic Substances" means any
substance which is listed on the List of Toxic Substances prescribed under the
Environmental Protection Act (Canada) (as amended from time to time, or any
replacement legislation), or is designated to be toxic or hazardous by an
Authority.

      


      "Trade Fixtures" means all
items generally considered to be trade fixtures, including, without limitation,
computers, and business equipment, built-in fridges, stoves, walk-in coolers,
counters, bars, chairs, stools, tables, banquettes, racks, or any other
equipment or fixtures used by the Tenant in its business, any of which have been
installed in the Premises by or on behalf of the Tenant , but notwithstanding
the foregoing, Trade Fixtures shall not include any Leasehold Improvements, any
part of the electrical, plumbing, mechanical, sprinkler, heating, ventilating or
air-conditioning equipment or systems, or any floor coverings, wall coverings or
any part of the ceiling, whether or not installed by the Tenant or
Landlord.

      


      “Usable Area” means, in the
case of premises consisting of part of a floor other than the ground floor of
the Buildings, the floor area determined in accordance with BOMA and adjusted
from time to time to take account of any structural, functional or other change
affecting same.

      


      "Utilities" means water, gas,
fuel, electricity, telephone, waste disposal and other utilities or services or
any combination thereof other than HVAC.

      


      
        
           

        

        
          23

          
            

          

        

        
           

        

      

      15.2               Interpretation:

      


      
        	
                (a)

              	
                In
      this Lease "herein", "hereof", "hereunder", "hereinafter" and similar
      expressions refer to this Lease and not to any particular paragraph,
      section or other portion thereof, unless there is something in the subject
      matter or context inconsistent
therewith;

              


      

      


      
        	
                (b)

              	
                All
      of the provisions of this Lease are to be construed as covenants and
      agreements as though the words importing such covenants and agreements
      were used in each separate paragraph
hereof;

              


      

      


      
        	
                (c)

              	
                Should
      any provision of this Lease be illegal or unenforceable, it shall be
      considered separate and severable from this Lease, and the remaining
      provisions shall remain in force and be binding upon the parties hereto as
      though the said provision had never been
  included;

              


      

      


      
        	
                (d)

              	
                The
      captions appearing in this Lease have been inserted for convenience and
      reference only and in no way define, limit or enlarge the scope or meaning
      of this Lease or of any provision
hereof.

              


      

      


      
        	
                (e)

              	
                The
      Schedules are an integral part of this
Lease.

              


      


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      


      IN
WITNESS WHEREOF the parties hereto have executed this Lease.

      


      LANDLORD:

      RT TWENTY-SIXTH PENSION PROPERTIES
LIMITED

      


      Per:                                                                    

      
        	
                 
      

              	
                Name:

              


      

      Title:

       
 

      Per:                                                                    

      
        	
                 
      

              	
                Name:

              


      

      
        	
                 
      

              	
                Title:

              


      

      


      
        	
                 
      

              	
                I/We
      have authority to bind the
corporation

              


      

      


      


      


      TENANT:

      ULTIMATE SOFTWARE GROUP OF CANADA,
INC.

      


      Per:                                                                    

      Name:

      Title:

       
 

      Per:                                                                    

      Name:

      Title:

      


      I/We have authority to bind the
corporation

      


      


      


      INDEMNIFIER:

      ULTIMATE SOFTWARE GROUP,
INC.

      


      Per:                                                                    

      Name:

      Title:

       
 

      Per:                                                                    

      Name:

      Title:

      


      I/We have authority to bind the
corporation


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      SCHEDULE
“A”

      


      LEGAL
DESCRIPTION

      


      Part of
Lot 12, on the south side of Wellington Street, Town of York Plan, being more
particularly described as Parts 1, 3, 5 and 8 on Plan 63R-4397 in the City of
Toronto, in the Municipality of Metropolitan Toronto.

      


      Together
with the right-of-way for access purposes in favour of the owners, its
successors and assigns, of that part of said Lot 12 designated as Parts 1, 3, 5
and 8 on said Plan 63R-4397, in, over, along and upon Parts 2, 4, 6 and 7 on
said Plan 63R-4397 until such time as the said Parts 2, 4, 6 and 7 have been
laid out and dedicated for public lane purposes.

      


      The
southerly limit of Wellington Street West and the easterly limit of Peter Street
as confirmed under the Boundaries Act by Plan BA-445 registered on August 1,
1973, as CT12047.


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      


      SCHEDULE
“B”

      


      FLOOR
PLAN

       

       

       

       

       

      

       


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      SCHEDULE
“B-1”

      


      


      SPACE
PLAN

       

       

       

       

      

       

       

      
 

      (for
illustrative purposes only)


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      


      SCHEDULE
"C"

      


      LANDLORD'S
AND TENANT'S WORK

      


      


      LANDLORD'S
WORK

      


      The
Tenant shall lease the Premises on an “as is” basis, save and except that
provided this Lease has been executed by the Tenant in a form acceptable to the
Landlord on or before September 23, 2009, the Landlord shall, at its own cost
and expense, provide and complete the following work (the “Landlord’s Work”) to
the Premises:

      


      
        	
                (i)

              	
                Erect
      a demising wall in the approximate location indicated as #1 on the floor
      plan attached hereto as Schedule “B”, in order to separate the Premises
      from the Temporary Premises (as hereinafter
  defined);

              


      

      


      
        	
                (ii)

              	
                Ensure
      that the existing HVAC system serving the Premises is in good working
      order and condition and ensure that the existing electrical service
      supplied to the Premises is in good working
  order;

              


      

      


      
        	
                (iii)

              	
                Remove
      the existing cabling throughout the Premises (if required by the
      Tenant);

              


      

      


      
        	
                (iv)

              	
                Replace
      any chipped or stained ceiling tiles with new base Building ceiling
      tiles;

              


      

      


      
        	
                (v)

              	
                Replace
      any chipped or stained light covers with Building standard light
      covers;

              


      

      


      
        	
                (vi)

              	
                Replace
      any existing burnt light bulbs with new Building standard light
      bulbs;

              


      

      


      
        	
                (vii)

              	
                Ensure
      that the Building standard window blinds are in place throughout the
      Premises and are in good working order;
and

              


      

      


      
        	
                (viii)

              	
                Ensure
      that all areas within the Premises are cleared of debris and
      vacuumed.

              


      

      


       

      TENANT'S
WORK

       

      


      All
Tenant work is subject to the requirements of the attached "Tenant Construction
Regulations". Subject to the
Turnkey as set out in Schedule “E” hereof, the Tenant shall, at its
expense, complete the Premises in accordance with the standards of a first-class
office building using new materials, including but not limited to the
installation of:

      


      
        	
                1.

              	
                Flooring
      Finish:

              


      

      The
flooring must be approved by the Landlord.

      


      
        	
                2.

              	
                Ceiling
      Tiles:

              


      

      Any
installation or relocation of ceiling tiles is at Tenant's expense.

      


      
        	
                3.

              	
                Interior
      Partitions:

              


      

      All
interior partitioning including the finishing thereof complete with millwork and
fixtures.


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      


      


      
        	
                4.

              	
                Elevator
      Lobbies:

              


      

      Where a
tenant leases the whole office floor, the finishing of the lobby floor, walls
and ceiling, mechanical, electrical, and lighting services shall be at the
tenant's expense, including floor finishes to washrooms if
required.

      


      
        	
                5.

              	
                Signs:

              


      

      Tenant
signage proposals must be presented to the Landlord for written
approval.  Only those signs which are compatible with the Building and
are tasteful in size, colour and logo will be approved.

      


      
        	
                6.

              	
                HVAC
      & Plumbing:

              


      

      Any
modification to the Landlord's mechanical or electrical system required by the
Tenant at the Tenant's expense, including an air balancing report as performed
by the Landlord's designated contractor and reviewed and approved by the base
building mechanical consultant.

      


      
        	
                7.

              	
                Sprinklers
      &Fire Hose Cabinets:

              


      

      Any
modification to the Landlord's fire safety systems as may be required by those
authorities having jurisdiction, shall be performed by the Landlord's base
building contractor at the Tenant's expense.

      


      
        	
                8.

              	
                Power:

              


      

      All power
distribution within the Premises distributed through partitions to be carried
out at the Tenant's expense.  The Landlord will supply and install in
the meter socket provided, a kilowatt hour demand meter at the Tenant's
expense.

      


      
        	
                9.

              	
                Light
      Fixtures:

              


      

      All
additional light fixtures, of any type, and relocation of base building light
fixtures as required by the Tenant are at the Tenant's expense.

      


      10.Telephone:

      Telephone
conduit, wiring and equipment required to serve the Premises distributed through
partitions to be carried at the Tenant's expense.

      


      11.Fire
Alarm System:

      Any
modification to the Landlord's fire alarm and life safety system as may be
required by those authorities having jurisdiction, shall be performed by the
Landlord's base building contractor at the Tenant's expense.

      


      12.Building
Automation System:

      Any
modifications to Building controls required as a result of Tenant modifications
shall be carried out exclusively by the Landlord's base building contractor at
the Tenant's expense.

      


      13.Washroom
Fixtures:

      Any
additions to the number of washroom fixtures required by code and the Tenant's
staff population.

      


      14.Additional
Requirements:

      Any
additional requirements of the Tenant over those specified in the Schedule "C"
are at the Tenant's expense.

      


      


      TENANT CONSTRUCTION
REGULATIONS

      


      Based on
the Landlord's experience and in order to incur the least amount of
inconvenience to all concerned, the following rules and regulations are
applicable to all tenants upon starting their construction
work.  These regulations will be enforced to ensure no interruption by
tenant contractors to other businesses or public movement.

      


      COMMENCEMENT OF TENANT'S
WORK

      


      Unless
otherwise expressly permitted or required by the Landlord, no Tenant's Work may
commence and the Tenant may not have possession of the Premises until the
following conditions are satisfied:

      


      
        	
                ·  

              	
                The
      Landlord has approved the Tenant’s Plans and
    Specifications;

              


      

      


      
        	
                ·  

              	
                The
      Tenant has submitted a construction schedule to the Landlord outlining key
      dates for the design, construction and move-in
  activities;

              


      

       

      
        	
                ·  

              	
                All
      necessary approvals and permits of municipal and other governmental
      authorities having jurisdiction over Tenant's Work (or any other person
      whose approval is required) have been
obtained;

              


      

      


      
        
           

        

        
          30

          
            

          

        

        
           

        

      

       

      
        	
                ·  

              	
                The
      Tenant has provided the Landlord with proof of its placement of fire,
      liability, and other insurance with insurers, to limits and on terms as
      the Landlord reasonably requires;

              


      

      


      
        	
                ·  

              	
                The
      Landlord has approved the Tenant's contractors and
      subcontractors;

              


      

      


      
        	
                ·  

              	
                The
      Landlord has notified the Tenant in writing of the date the Premises are
      ready for commencement of Tenant's Work and upon which the Tenant is to
      take possession;

              


      

      


      
        	
                ·  

              	
                The
      Lease has been fully executed.

              


      

      


      Working

      
        	
                Drawings:

              	
                The
      Landlord shall submit an outline plan of the Premises to the Tenant and
      the Tenant shall within sufficient time so as not to delay the
      commencement of the Term of the Lease, prepare and submit to the Landlord
      for approval one set of sepias and six complete sets of working drawings
      and specifications for the Tenant's Improvements, as prepared by a
      qualified interior designer and engineer, both to be approved by the
      Landlord.  The Tenant's submission shall
  include:

              


      

      
        	
                 
      

              	
                1.

              	
                Floor
      Plan(s) - showing location and construction of all partitions and fixed
      elements relative to demising partitions, including floor
      finishes.

              


      

      


      Scale:  1/8"
= 1'-0".

      


      
        	
                 
      

              	
                2.

              	
                Reflected
      Ceiling Plan - indicating any modification or relocation to Landlord's
      base building's equipment and fixtures as well as installation of new
      lights, sprinkler heads, HVAC diffusers, ceiling finishes, exit and
      emergency lights and access panels as
required.

              


      

      


      Scale:  1/8"
= 1'0".

      


      
        	
                 
      

              	
                3.

              	
                Interior
      Elevations and Details - including interior finish schedule, wall
      assemblies, floor finishes, millwork and
  fixtures.

              


      

      


      Scale:  1/8"
= 1'0".

      


      
        	
                 
      

              	
                4.

              	
                Electrical
      and Telephone Plan - including specifications and performance
      characteristics of all fixtures, HVAC wiring and controls and/or any
      modification and additions to Landlord's base building equipment and
      fixtures.  They should also indicate total connected electrical
      loads schematic of services and
panels.

              


      

      


      Scale:  1/8"
= 1'-0".

      


      
        	
                 
      

              	
                5.

              	
                Plumbing
      and Mechanical Plan - including specification and performance
      characteristics of all equipment and connections to the base building
      services, duct and diffuser layout and/or any modifications or additions
      to Landlord's base building equipment and services.  They should
      also indicate existing, relocated and new sprinkler head locations,
      plumbing layouts, ventilation and air conditioning requirements and heat
      gain/loss calculations.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Sample
      Board of Finishes - indicating material and colour sample for finishes for
      walls, floors, ceilings and millwork etc.  Sample board size to
      be 8-1/2" x 14" maximum.

              


      

      


      
        	
                 
      

              	
                7.

              	
                Specifications
      and Details - as required if not included on the appropriate
      drawings.

              


      

      


      
        	
                Approvals:

              	
                No
      work for which drawings and specifications are required shall be commenced
      by the Tenant until said drawings and specifications have been approved in
      advance in writing by the Landlord and until the Tenant has secured
      approval thereof from every governmental Authority having jurisdiction and
      submitted proof of such approval to the Landlord.  Under no
      circumstances shall the Tenant, its employees, its contractors, or its
      contractors' employees make any opening in the floors or walls of the
      Building (other than the Tenant's interior partitions) without the prior
      written approval of the Landlord.

              


      

      


      
        	
                Permits:

              	
                The
      Tenant is responsible for obtaining, at its own expense, all approvals
      and/or permits pertaining to its space from all authorities having
      jurisdiction prior to commencement of construction.  Building
      permits are obtained from the City of
Toronto.

              


      

      


      A copy of
the Tenant’s Plans and Specifications which the Landlord has approved, along
with the building permit, must be kept on the site for the duration of the work
and be available for viewing by the Landlord's representative at all
times.

      


      All
approvals and permits should be posted in a visible location.

      


      The
Tenant must immediately correct any work which does not meet with the approval
of the Building Inspector, notwithstanding the fact that the Tenant's Plans and
Specifications have been approved previously by the appropriate governmental
authorities and the Landlord.  Any revisions to the Plans and
Specifications requested by such authorities must be brought to the attention of
the Landlord immediately.  Should the Tenant unduly delay the required
correction, the Landlord may make the correction at the Tenant's
cost.

      


      Contractor's

      
        	
                Insurance:

              	
                Prior
      to the commencement of the Tenant's Work, the Tenant shall submit to the
      Landlord a fire and liability insurance certificate and any other
      insurance requirements from the Tenant's general contractor or from each
      of the Tenant's independent sub-contractors, as the case may be, in an
      amount not less than FIVE MILLION DOLLARS ($5,000,000.00) per occurrence,
      which liability insurance shall be on a comprehensive form and shall cover
      all hazards related to any work performed by any such general contractor
      or independent contractor, as the case may be, in or on the
      Premises.

              


      

      


      Such
policy or policies shall include the Landlord as an additional named insured and
shall contain a cross-liability clause.


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      


      Damage
to Premises or Building:

      
        	
                 
      

              	
                Any
      damage to the Premises or the Building caused by the Tenant or any of its
      employees, contractors, or workers shall be repaired forthwith by the
      Landlord at the Tenant's expense or by the Tenant with the Landlord's
      approval.

              


      

      


      Any base
building items such as lights, air diffusers, etc. that are removed by the
Tenant's contractors shall be turned over to the Landlord and stored in the
location designated by the Landlord.

      


      Tenant's

      
        	
                Workers:

              	
                All
      of the Tenant's Work will be performed by competent workers whose labour
      affiliations or non-affiliations, as the case may be, will not be
      incompatible with those of the Landlord's workers or the workers of any of
      the Landlord's contractors.  If any of the labour affiliations
      or non-affiliations, as the case may be, of the workers performing the
      Tenant's Work are incompatible in the Landlord's sole opinion, with those
      of the Landlord's workers or the workers of any of the Landlord's
      contractors, the Tenant shall remove from the work-site immediately upon
      the Landlord's request, all its workers whose labour affiliation or
      non-affiliations are so
incompatible.

              


      

      


      Contractor's

      
        	
                Approval:

              	
                The
      Tenant shall prepare and submit to the Landlord for approval, a list of
      all contractors to be engaged in the construction of the Tenant's Work
      together with written evidence that each is in good standing with the
      Worker's Compensation Board.  The Landlord maintains the right
      to determine the acceptability of any trade or supplier to undertake work
      upon, or supply goods or materials to, the
  Premises.

              


      

      


      Unless
the Landlord otherwise consents in writing, the Tenant shall employ the
Landlord's interior contractor in the completion of the Tenant's Work, except
for all modifications required to the Landlord's mechanical and electrical
systems.

      


      Such
mechanical and electrical modifications to the base building shall be carried
out by the Landlord at the Tenant's expense.  Should the Tenant choose
to engage an interior contractor other than the Landlord's interior contractor,
the Tenant shall pay to the Landlord with respect to the conduct of the Tenant's
Improvements all direct costs incurred by the Landlord including, but not
limited to, power consumption, hoisting, security and supervision, said costs to
be payable upon demand.

      


      Public

      
        	
                Safety:

              	
                It
      is the responsibility of the Tenant to ensure that its contractors
      exercise all caution in matters relating to public and construction safety
      and to comply with the standards established by authorities having
      jurisdiction.  From time to time, the Landlord or the Landlord's
      general contractor may issue to a Tenant's contractor safety instructions
      which must be strictly adhered to.  All work is governed by the
      latest Construction Safety Act and the Tenant's contractor must abide by
      the Landlord's representative in these areas when
  required.

              


      

      


      
        	
                Security:

              	
                Security
      of the Premises during construction and the fixturing period is the sole
      responsibility of the Tenant.  The Landlord assumes no liability
      for any loss or damage including the theft of building materials,
      equipment or supplies.

              


      

      


      Working

      
        	
                Hours:

              	
                The
      Tenant's contractors and suppliers will be subject to restrictions which
      may be imposed by the Landlord's contractor and/or the Landlord in regard
      to the hours of work, scheduling and coordination of
  work.

              


      


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      


      Temporary
Electrical

      
        	
                Service:

              	
                The
      Landlord, through its contractor when active on site, may provide, at the
      Tenant's expense, temporary electrical service required during the
      Tenant's construction phase.

              


      

      


      Fire

      
        	
                Ratings:

              	
                During
      construction and/or demolition, care must be taken by the Tenant and its
      contractor to maintain existing fire walls, fire proofing and fire dampers
      in duct work, notwithstanding any other work that may affect the fire
      rating requirements of authorities having jurisdiction.  If any
      damage to the fire rating is caused by the Tenant, the Landlord will
      advise the Tenant to perform the necessary repairs or the Landlord will
      repair such damage at the Tenant's
expense.

              


      

      


      Building

      
        	
                Codes:

              	
                It
      is the Tenant's responsibility to fully comply with all applicable
      governing codes and ordinances for their occupancy
  type.

              


      

      


      Additional

      
        	
                Work:

              	
                Any
      additional work (whether as hereinbefore set out, or otherwise) performed
      by the Landlord specifically for Tenant and any excess or additional cost
      in the Landlord's Work occasioned by the Tenant's requirements shall be
      paid for by the Tenant on demand, which may be prior to the commencement
      of such work.  The amount so payable by the Tenant shall be the
      total cost to the Landlord including architectural and engineering fees
      plus a further ten percent (10%) of that total cost for the Landlord's
      overhead and supervision.

              


      

      


      Landlord's

      
        	
                Right:

              	
                The
      Landlord reserves the right to prohibit the Tenant, its contractors,
      employees and workmen from working on any part or parts of the Premises,
      and to have such work carried out by a party or parties designated by the
      Landlord at the Tenant's expense, providing that it is understood that the
      Landlord will only exercise its said right in order
  to:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                maintain
      its rights to enforce the warranties, guarantees and similar covenants
      given to it by parties constructing the Building or installing items
      therein; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                ensure
      that such work is compatible with existing systems, structures or
      work.

              


      

      


      
        	
                 
      

              	
                Deficiencies:

              


      

      
        	
                 
      

              	
                The
      Tenant shall make good any deficiencies discovered by the Landlord's
      Tenant Coordinator or by the Building inspectors whether in its own
      Premises or in adjacent premises affected by the Tenant's
      construction.  Failure to comply to a written request within
      thirty (30) days will cause the Landlord to correct Tenant deficiencies at
      the Tenant's expense.

              


      

      


      
        	
                Clean-Up:

              	
                The
      Tenant should ensure proper clean-up of all areas related to its work to
      the satisfaction of the Landlord prior to opening for
      business.

              


      

      


      Any
damage or construction staining should be repaired or removed immediately by the
Tenant.

      


      As-Built

      
        	
                Drawings:

              	
                The
      Tenant is required to carry out its construction work in strict accordance
      with the approved drawings.  Changes must be approved by the
      Landlord and recorded in "as-built" drawings and provided to the Tenant
      Coordinator at the conclusion of construction.  The "as-built"
      drawings must be submitted to the Landlord on a standard 3 1/2" inch disc
      in AutoCad format or compatible software.  The CADD layering
      standards must be the same as the ARIDO CADD Graphic Standards Item 3.4
      Drawing Group, Release 2.0, dated March,
1993.

              


      

      


      The
Tenant must provide the Landlord with one (1) set of good quality sepia prints
of all drawings, documenting as-built conditions within four (4) weeks of
construction completion.

      


      Statement
Of Completion:

      
        	
                 
      

              	
                 

              


      

      
        	
                 
      

              	
                Prior
      to any final payments by the Landlord, a "signing-off" by the Tenant
      Coordinator that the Tenant’s Work has been carried out in an acceptable
      manner to the Landlord must be obtained.  Failure to obtain this
      approval may result in the Landlord having to complete or re-construct
      some components of the Tenant’s Work in order to achieve the standards of
      the Building, with the costs being charged to the
  Tenant.

              


      

      


       

      
        	
                 
      Statutory

              	
                Declaration:

              


      

      
        	
                 
      

              	
                On
      completion of Tenant's Work, the Tenant shall forthwith furnish to the
      Landlord two (2) statutory declarations, one from itself and one from its
      general contractor, each declaration stating that there are no
      construction liens outstanding against the Premises or the Building on
      account of  the Tenant's Work and that all accounts for work,
      service and materials have been paid in full with respect to all of the
      Tenant's Work, together with evidence in writing (from both the Tenant and
      the general contractor) satisfactory to the Landlord that all assessments
      under the Worker's Compensation Act have been
  paid.

              


      

      


      Discharge
Of

      
        	
                Liens:

              	
                In
      accordance with this Lease, the Tenant shall promptly pay all charges
      incurred by or on behalf of the Tenant for any work, materials or services
      which may be done, supplied or performed at any time in respect of the
      Premises and shall, within five (5) days after notice thereof is given to
      the Tenant, discharge any liens arising therefrom at any time filed
      against the Premises or the Building or any part
  thereof.

              


      

      


      Coordination

      
        	
                Fees:

              	
                The
      Tenant shall pay to the Landlord a tenant coordination fee (the “Tenant
      Coordination Fee”) of One Dollar ($1.00) per square foot of the Rentable
      Area of the Premises.  Such payment is in consideration of the
      Landlord's supervision and/or coordination of any Alterations performed by
      or on behalf of the Tenant in the Premises during the Term or any
      extension thereof (but in
      no event shall the Tenant be required to pay such Tenant Coordination Fee
      for any minor work which does not require a building permit, such as, by
      way of example, painting and carpeting).   The Tenant
      Coordination Fee shall be payable by the Tenant to the Landlord upon
      demand.  For
      clarity, the Tenant Coordination Fee shall not apply to the Turnkey or any
      work performed by or on behalf of the Tenant prior to the Term
      Commencement Date.

              


      

      


      


      



      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                SCHEDULE
      "D"

              


      

      


      RULES AND REGULATIONS

      


      


      The Tenant shall observe the following
Rules and Regulations (as amended, modified or supplemented from time to time by
the Landlord as provided in this Lease):

      


      
        	
                1.  

              	
                The
      Tenant shall not permit in the Premises any cooking or the use of any
      apparatus for the preparation of food or beverages (except for the use of
      coffee makers, kettles, microwave ovens or refrigerators or where the
      Landlord has approved of the installation of cooking facilities as part of
      the Tenant's Leasehold Improvements) nor the use of any electrical
      apparatus likely to cause an overloading of electrical
      circuits.

              


      

      


      
        	
                2.  

              	
                The
      sidewalks, entries, passages, corridors, lobbies, elevators and staircase
      shall not be obstructed or used by the Tenant, his agents, servants,
      contractors, invitees or employees for any purpose other than ingress to
      and egress from the offices.  The Landlord reserves entire
      control of the Common Areas and all parts of the Building and the Land
      employed for the common benefit of the
tenants.

              


      

       
 

      
        	
                3.  

              	
                The
      Tenant, his agents, servants, contractors, invitees or employees, shall
      not bring in or take out, position, construct, install or move any safe,
      business machine or other heavy office equipment without first obtaining
      the consent in writing of the Landlord.  In giving such consent,
      the Landlord shall have the right in its sole discretion, to prescribe the
      weight permitted and the position thereof, and the use and design of
      planks, skids or platforms to distribute the weight
      thereof.  All damage done to the Building by moving or using any
      such heavy equipment or other office equipment or furniture shall be
      repaid at the expense of the Tenant. The moving of all heavy equipment or
      other office equipment or furniture shall occur between 6:00 p.m. and 8:00
      a.m. or any other time consented to by the Landlord and the persons
      employed to move the same in and out of the Building must be acceptable to
      the Landlord.  Safes and other heavy office equipment will be
      moved through the halls and corridors only upon steel bearing
      plates.  No deliveries requiring the use of an elevator for
      freight purposes will be received into the Building or carried in the
      elevators, except during hours approved by and scheduled through the
      Landlord.  Only elevators so designated by the Landlord shall be
      used for deliveries of workmen and materials, furniture and other freight.
      The Tenant shall pay, as Additional Rent, any costs incurred by the
      Landlord in connection with the moving of the Tenant's equipment,
      furniture, etc.

              


      

       
 

      
        	
                4.  

              	
                All
      persons entering and leaving the Building at any time other than during
      Normal Business Hours shall register in the books kept by the Landlord at
      or near the entrance or entrances and the Landlord will have the right to
      prevent any person from entering or leaving the Building unless provided
      with a key to the premises to which such person seeks entrance and a pass
      in a form to be approved by the Landlord and provided at the Tenant's
      expense. Any persons found in the Building at such times without such keys
      or passes will be subject to the surveillance of the employees and agents
      of the Landlord.  The Landlord shall be under no responsibility
      for failure to enforce this rule.

              


      

      


      
        	
                5.  

              	
                Any
      persons requiring access to telephone rooms or closets may be required to
      show proof that they have authority to access such
  space.

              


      

      


      
        	
                6.  

              	
                The
      Tenant shall not place or cause to be placed any additional locks upon any
      doors of the Premises without the approval of the Landlord, which approval
      shall not be unreasonably withheld, and subject to any conditions imposed
      by the Landlord.  Additional keys may be obtained from the
      Landlord at the cost of the Tenant.

              


      

      


      
        	
                7.  

              	
                The
      water closets and other water apparatus shall not be used for any purpose
      other than those for which they were constructed, and no sweepings,
      rubbish, rags, ashes or other substances shall be thrown
      therein.  Any damage resulting from misuse shall be repaired at
      the cost of the Tenant by whom or by whose agents, servants or employees
      the same is caused.  Tenants shall not let the water run unless
      it is in actual use, and shall not deface or mark any part of the
      Building, or drive nails, spikes, hooks or screws into the walls or
      woodwork of the Building.

              


      

      


      
        	
                8.

              	
                No
      one shall use the Premises for sleeping apartments or residential
      purposes, or for any illegal purpose, or for the storage of personal
      effects or articles other than those required for business
      purposes.

              


      

       
 

      
        	
                9.

              	
                Canvassing,
      soliciting and peddling in the Building or Common Areas are
      prohibited.

              


      

       
 

      
        	
                10.

              	
                Any
      hand trucks, carry-alls, or similar appliances used in the Building shall
      be equipped with rubber tires, side guards and such other safeguards as
      the Landlord shall require.

              


      

       
 

      11.           No
animals or birds shall be brought into the Building.

       
 

      
        	
                12.

              	
                The
      Tenant shall not install or permit the installation or use of any machine
      dispensing goods for sale in the Premises or the Building or permit the
      delivery of any food or beverages to the Premises without the approval of
      the Landlord or in contravention of any regulations made by the
      Landlord.  Only persons authorized by the Landlord shall be
      permitted to deliver or to use the elevators in the Building for the
      purpose of delivering food or beverages to the Premises. The Landlord
      acknowledges that the Tenant, acting reasonably, will be permitted to have
      small quantities of food and beverages delivered to the Premises provided
      such delivery does not interfere with traffic flow to the Building and
      with Building operations.

              


      

      


      
        	
                13.

              	
                The
      Tenant shall not perform any acts or carry on any practice which may
      damage the Building or the Common Areas or be a nuisance to any tenant in
      the Building.

              


      

       
 

      
        	
                14.

              	
                The
      Tenant shall keep all mechanical apparatus free of vibration and noise
      which may be transmitted beyond the
Premises.

              


      

       
 

      
        	
                15.

              	
                The
      Tenant shall not use or permit the use of any objectionable advertising
      medium such as without limitation, loud speakers, stereos, public address
      systems, sound amplifiers, radio broadcast or television apparatus within
      the Building which is in any manner audible or visible outside of the
      Premises.

              


      

       
 

      
        
           

        

        
          34

          
            

          

        

        
           

        

      

       

      
        	
                16.

              	
                The
      Tenant shall not mark, drill into, bore or cut or in any way damage or
      deface the walls, ceilings, or floors of the Premises.  No
      wires, pipes, conduits, telephonic, telegraphic, electronic wire service
      or other connections shall be installed in the Premises without the prior
      written approval of the Landlord.

              


      

       
 

      
        	
                17.

              	
                The
      Tenant shall not, except with the prior written consent of the Landlord,
      install any blinds, drapes, curtains or other window coverings in the
      Building and shall not remove, add to or change the blinds, curtains,
      drapes or other window coverings installed by the Landlord from time to
      time.  So that the Building may have a uniform appearance from
      the outside, the Tenant shall co-operate with the Landlord in keeping
      window coverings open or closed at various times as the Landlord may
      reasonably, from time to time,
direct.

              


      

       
 

      
        	
                18.

              	
                The
      Tenant shall not use any janitor, telephone or electrical closets for
      anything other than their originally intended purposes nor shall it
      install any of its equipment in such
spaces.

              


      

       
 

      
        	
                19.

              	
                The
      Tenant shall abide and be bound by the Security Services in force in the
      Building from time to time.  For the purpose of this clause, the
      term "Security Services" shall mean all aspects of security for the
      Building and the Lands, including equipment, procedures, rules and
      regulations pertaining to such
security.

              


      

       
 

      
        	
                20.

              	
                No
      public or private auction or other similar type of sale of any goods,
      wares or merchandise shall be conducted in or from the
      Premises.

              


      

       
 

      
        	
                21.

              	
                Nothing
      shall be placed on the outside of window sills or projections of the
      Premises, nor shall the Tenant place any air-conditioning unit or any
      other equipment or projection so that it will project out from the
      Premises.  The Tenant may not install air-conditioning equipment
      of any kind in any part of the Premises without the prior written consent
      of the Landlord.

              


      

       
 

      
        	
                22.

              	
                All
      glass and trimmings in, upon or about the doors and windows of the
      Premises shall be kept whole, and whenever any part thereof shall become
      broken, the same shall be immediately replaced or repaired under the
      direction and to the satisfaction of the Landlord and shall be paid for by
      the Tenant as Additional Rent.

              


      

       
 

      
        	
                23.

              	
                No
      bicycles or other vehicles shall be brought within the Building except as
      specifically designated by the
Landlord.

              


      

       
 

      
        	
                24.

              	
                No
      inflammable oils or other inflammable, dangerous or explosive materials
      shall be brought into the Building or kept or permitted to be kept in the
      Premises.

              


      

       
 

      25.           In
the event the Premises are used for restaurant or food handling purposes, the
Tenant shall, at its expense:

       
 

      
        	
                 
      

              	
                (a)

              	
                carry
      out at least monthly a roach spraying program, and provide evidence
      thereof to the Landlord, and

              


      

       
 

      
        	
                (b)  

              	
                clean
      all exhaust ducts at least twice yearly, and provide evidence thereof to
      the Landlord.

              


      

      


      


      


      


      



      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      SCHEDULE
“E”

      


      SPECIAL
PROVISIONS

      
        	
                1.  

              	
                Option
      to Extend

              


      

      


      Provided
the Tenant is Ultimate Software Group of Canada, Inc., is in physical occupancy
of the whole of the Premises, is not and has not been in default of the terms
under this Lease, and has given the Landlord not less than six (6) months’ and
not more than nine (9) months’ prior written notice (the “Extension Notice”),
the Tenant will have an option to extend the Term for a period of five (5) years
(the “Extended Term”), on the same terms and conditions as this Lease, except
that:

      


      (a) there
will be no Turnkey, Landlord’s Work, or any other tenant
inducement;

      


      (b) there
will be no further option to extend; and

      


      
        	
                (c)  

              	
                the
      Basic Rent payable during the Extended Term shall be the fair market rent
      for comparable premises in comparable buildings in the downtown Toronto
      west area, as agreed to between the parties, and failing such agreement
      within three (3) months after the delivery of the Extension Notice, this
      matter shall be referred to and determined by arbitration in accordance
      with the Arbitration Act, Ontario.

              


      

      


      
        	
                2.  

              	
                Right
      of Second Refusal

              


      

      


      Subject
to an existing right of first refusal and provided the Tenant is not and has not
been in material default of this Lease, the Landlord hereby grants to the Tenant
a one-time, non-assignable right of second refusal to lease, during the Term or
any extension thereof, the adjacent office space, identified as Suite 802, being
approximately 2,159 square feet, as outlined in green on the floor plan attached
hereto as Schedule “B” (the “Second Refusal Space”) (also known as the
“Temporary Premises” in this Lease), on the same net effective rent the Landlord
is willing to lease such space to a bona fide third party for a term coterminous
with the Term.  During the Term or any extension thereof, in the event
the Landlord receives a bona fide third party offer to lease (a “Third Party
Offer”) the Second Refusal Space that it is willing to accept, the Landlord
agrees to provide written notice to the Tenant along with the business terms of
the Third Party Offer (the “Notice”) and deliver a truce copy to the Tenant of
any such terms and conditions which the Landlord is willing to offer such space
to a bona fide third party.  The Tenant shall have four (4) business
days from the delivery of the Notice within which to exercise the right of
second refusal to lease the Second Refusal Space on the same business terms as
the Third Party Offer.  Failing which, this right of second refusal
will be terminated and the Landlord shall be at liberty to proceed with the
Third Party Offer.

      


      It is
understood and agreed by the Tenant that any space offered to the Tenant
pursuant to this second right of refusal must be taken as a whole.

      


      3.         Tenant’s
Right to Terminate

      


      The
Tenant shall have a one-time right to terminate this Lease, effective on the
expiration of the third (3rd )
anniversary of the Term (the “Tenant Termination Date”), by giving the Landlord
not less than six (6) months’ prior written notice (the “Tenant Termination
Notice”) of its intention to terminate this Lease, under the following terms and
conditions:

      


      (a)         the
term and the tenancy hereby created shall expire on the Tenant Termination
Date;

      


      
        	
                 
      

              	
                (b)

              	
                (i)

              	
                if the Tenant has not
      exercised its right of second refusal in accordance with the terms and
      conditions as set out in Section 2 of this Schedule “E”, concurrent
      with the submission of the Tenant Termination Notice, the Tenant shall
      submit to the Landlord a surrender fee (by way of a certified cheque) in
      an amount equal to Seventy-one Thousand, Nine Hundred and Ten Dollars
      ($71,910.00) plus applicable taxes;
or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                if the Tenant has
      exercised its right of second refusal in accordance with the terms and
      conditions as set out in Section 2 of this Schedule “E”, concurrent
      with the submission of the Tenant Termination Notice, the Tenant shall
      submit to the Landlord a surrender fee (by way of a certified cheque) in
      an aggregate amount equal to:  (I) Seventy-one Thousand, Nine
      Hundred and Ten Dollars ($71,910.00) plus applicable taxes; and (II) the
      then unamortized portion of any tenant inducements, such as, by way of
      example, improvement allowance and free rent, in respect of the Second
      Refusal Space;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the
      Tenant shall, on or prior to the Tenant’s Termination Date, vacate the
      Premises and surrender them to the Landlord in accordance with the
      provisions of the Lease; and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Rent
      shall be due and payable without reduction or abatement until the Tenant
      Termination Date.

              


      

      


      4.         Turnkey

      


      Provided
this Lease has been executed by both the Tenant and the Landlord on or before
September 23, 2009, the Landlord will, at its sole cost and expense, construct
the Tenant’s Leasehold Improvements (the “Turnkey”) in accordance with a space
plan and a leasehold finishes plan detailing the layout, quality and colour of
the finishes.  Such plans will be approved by the Tenant no later than
the date on which this Lease is executed by the Tenant in a form acceptable by
the Landlord, provided the Tenant is given a minimum of three (3) business days
to review and approve such plans.

      


      The
Landlord will secure a fixed price contract for the Turnkey in an amount (the
“Turnkey Price”) equal to not more than Thirty Dollars ($30.00) per square foot
of the Rentable Area of the Premises.  The Turnkey Price will include
all costs associated with completing the Turnkey, including but not limited to,
the cost of constructing the Leasehold Improvements, the associated design,
engineering, consulting and permit fees, and the Landlord’s project management
fee in an amount equal to five percent (5%) of the cost of the
Turnkey.

       
 

      In the
event the Turnkey can be completed by the Landlord in an amount for less than
the Turnkey Price, the Landlord will credit the Tenant with the difference to
the Tenant’s account against Rent first due and payable by the Tenant pursuant
to this Lease.

      


      
        
           

        

        
          36

          
            

          

        

        
           

        

      

      The
Landlord will obtain quotations from three (3) general contractors for the
Turnkey within seven (7) days following the completion of the final
architectural, mechanical and engineering drawings.  The Landlord will
select the contractor within three (3) days following the receipt of such
quotations, subject to the approval of the Tenant, acting
reasonably.  The Turnkey will be substantially complete on or before
January 31, 2010, subject to delays caused by the Tenant and/or delays resulting
from events that are beyond the reasonable control of the Landlord.

      


      The scope
of the work for the Turnkey shall include, but not limited to, the
following:

      


      
        	
                 
      

              	
                (a)

              	
                demolish
      the existing improvements and construct new improvements in the Premises
      as per the space plan attached hereto as Schedule
  “B-1”;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                install
      new carpet in the Premises, in a colour to be selected by the Tenant from
      the Landlord’s standard samples for the Building, to all areas without
      hardwood floors;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                repair
      any damage to the existing ceiling, walls or floors resulting from
      demolition as specified in subsection (a)
above;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                ensure
      that the HVAC will be distributed and balanced as per the space plan
      attached hereto as Schedule “B-1”;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                ensure
      that the electrical outlets and service will be sufficient for standard
      office requirement given the layout as per the electrical schedule
      attached hereto as Schedule “B-1”;
and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                ensure
      that all new partitioning and ceilings are taped/finished and ready to
      receive paint and paint the Premises in a colour to be selected by the
      Tenant from the Landlord’s standard samples for the
    Building.

              


      

      


      5.         Temporary
Premises

      


      Provided
this Lease has been executed by both the Tenant and the Landlord on or before
September 23, 2009, the Tenant shall be permitted to occupy certain premises
(the “Temporary Premises”) comprising a Rentable Area of approximately two
thousand, one hundred and fifty-nine (2,159) square feet, designated as 802, as
shown outlined in green on the floor plan attached hereto as Schedule “B”,
located on the eighth (8th)
floor of the Building, for a term (the “Temporary Premises Term”) commencing
on September 23,
2009 and expiring on the date on which the Landlord’s Work and the Turnkey are
complete but in no event shall such date be on a date later than January 31,
2010.

      


      During
the Temporary Premises Term, the Tenant shall not be responsible for the payment
of Basic Rent, the Tenant’s Proportionate Share of Operating Costs or Realty
Taxes, in respect of the Temporary Premises, but shall be bound by all other
terms of this Lease, including the requirement to pay for any utilities consumed
in the Temporary Premises.  For clarity, the Tenant shall occupy the
Temporary Premises on an “as is” basis and agrees that there will be no
Landlord’s work for the Temporary Premises.  At the expiry of the
Temporary Premises Term, the Tenant shall vacate the Temporary Premises and
deliver them to the Landlord in a broom-swept condition.

      


      
        	
                 
      

              	
                6.

              	
                Parking

              


      

      


      
        	
                 
      

              	
                Throughout
      the Term or any extension thereof, the Tenant will be provided with one
      (1) reserved parking permit for the parking facility at the Building,
      available 24 hours a day and 7 days a week (subject to Building
      emergencies and other events beyond the Landlord the Landlord’s control),
      at the then prevailing monthly unreserved parking rate, subject to change
      from time to time.  The monthly rate payable by the Tenant, as
      the date of this Lease, is Two Hundred and Ninety-five Dollars ($295.00)
      plus applicable taxes.

              


      

      


      
        	
                 
      

              	
                Subject
      to availability, the Landlord will make one (1) additional reserved
      parking stall available to the Tenant at any time throughout the Term,
      upon receipt of the Tenant’s request, in writing, on the same terms and
      conditions as set out in the preceding
  paragraph.

              


      


      
        
           


        

        
          37