AMENDMENT OF LEASE AGREEMENT made this 10th day of August,1998.

BETWEEN:          250 CONSUMERS ROAD LIMITED
                  A company incorporated under the laws of the Province of 
                  Ontario, and having its head office at:
                  214 Merton Street, Suite #300
                  Toronto, Ontario, M4S 1A6
                                               (hereinafter called the "Lessor")
                                                               OF THE FIRST PART

                           -and-

                  V3  SEMICONDUCTOR  CORPORATION  Unit #901 250  Consumers  Road
                  North York, Ontario, M2J 4J6

                                               (hereinafter called the "Lessee")
                                                              OF THE SECOND PART


     WHEREAS by a Lease made the 13th day of August,  1996  (hereinafter  called
the  "Lease") a copy of which is  attached  hereto as Schedule  "A",  the Lessor
leased  and  demised  unto  the  Lessee  the  leased  premises  set out  therein
(hereinafter  called the  "Original  Leased  Premises")  being Suite #901 in the
building located at and municipally  known as 250 Consumers Road, in the City of
Toronto, in the Province of Ontario,  comprising an area of approximately 7,4191
square feet  (adjusted  to include the  Lessee's  proportionate  share of common
areas and  facilities  on the ninth floor of the  building)  for a lease term of
FIVE (5) YEARS AND SIX (6) MONTHS commencing on the 1st day of August, 1996, and
terminating on the 31st day of January, 2002, at the rentals reserved therein;

     AND WHEREAS,  the Lessor and the Lessee have agreed to increase the area of
the leased premises,  effective as of the 1st day of September,  1998, by adding
thereto  the  premises  known as Suite 905 at 250  Consumers  Road  (hereinafter
called the "Additional  Leased  Premises"),  comprising an area of approximately
3,346  square feet  (adjusted  to include the  Lessee's  proportionate  share of
common areas and facilities on the ninth floor of the building)  adjacent to the
Original  Leased  Premises,  being the area  outlined  in red on the plan of the
ninth (9th.) floor of the building  attached hereto as Schedule "B" on the terms
and conditions provided herein;

     AND  WHEREAS,  the Lessor and the Lessee  have agreed to amend the lease as
provided herein;

     NOW THEREFORE THIS INDENTURE WITNESSETH that in consideration of the mutual
covenants  and  conditions   herein   contained  and  other  good  and  valuable
consideration,  the receipt and  sufficiency of which is hereby a  acknowledged,
the Lessor and the Lessee do hereby agree as follows:


     1. Effective as of the 1st. day of September,  1998, the area of the leased
premises shall be increased by adding thereto the premises known as Suite 905 at
250  Consumers  Road,  comprising  an area of  approximately  3,346  square feet
(adjusted  to  include  the  Lessee's  proportionate  share of common  areas and
facilities on the ninth floor of the building)  adjacent to the Original  Leased
Premises on the terms and conditions provided herein;

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     2. During the period of THREE (3) YEARS AND FIVE (5) MONTHS, from September
1, 1998, to January 31, 2002,  the Lessee shall pay to the Lessor as annual base
rent for the  Additional  Leased  Premises only the sum of FIFTEEN  THOUSAND ONE
HUNDRED AND TWENTY-THREE  DOLLARS AND NINETY-TWO  CEDNTS  ($15,123.92) per annum
payable in equal consecutive monthly installments of ONETHOUSAND TWO HUNDRED AND
SIXTY DOLLARS AND THIRTY-THREE CENTS ($1,260.33) each in advance on the first of
each and every month.

     3. In addition to the base rent provided above, the Lessee shall pay to the
Lessor for the Additional Leased Premises hydro charges, realty taxes, including
increases  resulting  from the transfer of business  Taxes to Realty Taxes,  and
operating and  maintenance  costs,  all in accordance with the provisions of the
Lease.  Additional  Rent is  currently  estimated  at $13.26 per square foot per
annum and the Lessee shall pay monthly installments based on this amount.

     4. The rent  payable as per above are subject to the goods and services tax
(G.S.T.)  payable  monthly in addition to all rents and any  additional  charges
that may arise from time to time.

     5. A deposit in the amount of TEN THOUSAND SIX HUNDRED AND NINE DOLLARS AND
THIRTY-EIGHT  CENTS  (10,609.38) is payable for the Additional  Leased  Premises
only for the month of September,  1998, and to rent and additional  rent payable
for the Additional Leased Premises only for the last month of the lease term and
shall be subject to forfeiture as liquidated damages in the event of the default
by the Lessee of any of the terms hereof.

     6. The  Lessor  and the  Lessee  acknowledge  that the area over  which the
Lessee  shall  continue  to have a Right of First  Refusal  pursuant to the last
paragraph on Page 8 of the Lease,  being the area  outlined in green on Schedule
"B", has an area of 2,675 square feet.

     7. The Lessor shall, at its own cost and expense, construct improvements in
the  Additional  Leased  Premises  only, in accordance  with the plans  attached
hereto  and in  accordance  with the  lessor's  standard  grade and  quality  of
construction and finishings. The work shall include the following:

               a) demolish existing partitions in the Additional Leased premises
          where indicated in blue on Schedule "C";

               b) construct new  partitions in the  Additional  Leased  Premises
          where in the Additional  Leased  premises where indicated in orange on
          Schedule  "D".  This  would  include  relocation  of the  closets  and
          cupboard where indicated.  The size of the closets would be reduced in
          order to fit into the available space;

               c) repaint the Additional  Leased  Premises only in a color to be
          chosen by the Lessee from the Lessor's building standard samples;



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               d) one of the doors from the  Additional  leased  Premises to the
          corridor  would  remain  but  would  be  blocked  off and not used for
          access;

               e)the  Lessor  shall  patch the carpet in the  Additional  Leased
          Premises only, resulting from the removal of the demolished partitions
          by  installing  4-inch  wide  strips of  carpet  by the  length of the
          demolished  partition,  with  carpet to match the  existing  carpet as
          closely as possible.  The Lessee  acknowledges that the patches may be
          noticeable  either  because the seams are evident or because the color
          of the patches is darker or lighter than the surrounding  carpet;  the
          lessor shall steam clean the carpet in the Additional  Leased Premises
          and make all necessary repairs to the existing carpet:

               f) and  save as  aforesaid,  the  lessee  agrees  to  accept  the
          Additional  Leased  Premises  in an "AS IS"  condition,  and  shall be
          responsible,   at  its  own  expense,   for  any  additional  work  or
          improvements  that it requires,  including any  additional  electrical
          outlets required in the Additional leased Premises.

     8. The Lessor shall, at its own cost and expense, complete the following:

               a) replace part of the carpet in the Original  Leases Premises as
          per the  Highlighted  area on  Schedule  "E".  The  new  carpet  to be
          installed shall be from the Lessor's  building standard grade to match
          the existing  carpet as closely as possible.  The Lessee  acknowledges
          that this work will be done after normal business hours and

               b) install a wall with a door to  enclose  the  existing  library
          area  in  the  Original  Leased  Premises  where  indicated  in red on
          Schedule "E".

     9. The Lessor  shall use its best efforts to complete all of the above work
by the 1st. day of September, 1998, or as soon thereafter as possible.

     10.  All of the  terms  and  covenants  of the  Lease  shall  apply  to the
Additional  Leased  Premises  and , except as amended  herein,  the Lease  shall
remain unchanged and in full force and effect.

     11. In all other respects, the terms, covenants and conditions of the Lease
as amended  shall  remain  unchanged  and in full  force and  effect  during the
Extended Term except as modified by this Amendment of Lease Agreement.

     12. This  agreement  shall  enure to the  benefit o an be binding  upon the
parties hereto and their respective successors and permitted assignees.


     IN WITNESS WHEREOF the parties, hereto have executed these presents.


SIGNED, SEALED & DELIVERED                            250 CONSUMERS ROAD LIMITED
                                                      --------------------------
         In the  presence of

___[Signature illegible]_______                    Per_____[Signature illegible]
witness
                                                   V3 SEMICONDUCTOR  CORPORATION


________________________________                   Per /s/ Carl Mitchell
witness






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