AGREEMENT OF LEASE

                             signed on April 26,2000

                                     between

                              9033-0176 Quebec inc

                                 (the "Lessor")

                                       and


                                SWORD COMP-SOFT.

                                 (the "Lessee")



                                Table of contents

titles

PARTIES
Article 1 ESSENTIAL DISPOSITIONS, DEFINITIONS AND INTENT Article 2 LEASE AND
DELIVERY OF LEASED PREMISES Article 3 SERVICES FURNISHED TO THE LESSEE Article 4
RENT Article 5 USE AND MAINTENANCE OF LEASED PREMISES Article 6 LEASEHOLD
IMPROVEMENTS Article 7 ACCESS BY LESSOR TO LEASED PREMISES Article 8 DAMAGE AND
DESTRUCTION Article 9 EXPROPRIATION Article 10 DAMAGES Article 11 SIGNS AND
ADVERTISING Article 12 COMPLIANCE WITH LAWS AND INDEMNIFICATION Article 13
SUBLET AND ASSIGNMENT Article 14 ASSIGNMENT BY LESSOR Article 15 DEFAULT AND
RECOURSE Article 16 NOTICE 22 Article 18 TERMINATION OF LEASE Article 19
UNAVOIDABLE DELAY Article 20 MODIFICATION OF LEASE AND PERFORMANCE BY A THIRD
PARTY Article 21 MISCELLANEOUS Article 22 REGULATIONS Article 23 SPECIAL
PROVISIONS/SCHEDULES

SCHEDULES

SCHEDULE "A"    REGULATIONS
SCHEDULE "B"    LESSEE'S RESOLUTION



                               AGREEMENT OF LEASE


BETWEEN:       9033-0176 Quebec inc., a company duly incorporated under the laws
               of  the  Province  of  Quebec,  having  its  head  office  at 634
               Louviere,  Vimont,  Laval, H7W 5G7,  hereinacting and represented
               by, Leasing Director, duly authorised for the purposes hereof, as
               they so declare;

          (hereinafter referred to as the "Lessor")

AND:           SWORD COMP-SOFT CORP., a company duly incorporated  under the law
               of  Delaware  United  States,  having its head office at 4055 ST.
               Catherine  w.,  Westmount,  Quebec H3Z 3J8 herein acting and duly
               represented by Leonard  Stella,  its COO duly  authorised for the
               purposes  hereof,  as declared and as more fully set forth in the
               resolution attached hereto as Schedule "B";

         (hereinafter referred to as the "Lessee")

<PAGE>

THE PARTIES HEREBY MUTUALLY AGREE AS FOLLOWS:

ARTICLE 1
ESSENTIAL DISPOSITIONS, DEFINITIONS AND INTENT

1.1       Essential dispositions - Following are certain essential dispositions
          of the Lease which are further acknowledged in the Lease:

          1.1.1     LEASED  PREMISES:  means premises of an approximate  area of
                    eight hundred square feet (800 sq. ft.)  ("Leasable  Area of
                    the  Leased  Premises  identified  as  premises  number  133
                    ("Leased   Premises")  of  the  building  located  4055  St.
                    Catherine w., Westmount, Quebec, H3Z 3J8 ("Building").

          1.1.2     TERM: the period ("Term")  beginning , the first of May 2000
                    or the date on which  the  Lessee  takes  possession  of the
                    Leased Premises, understanding the earliest of the two dates
                    ("Commencement  of the Lease"),  and terminating  June 30th,
                    2005  ("Termination of Lease"),  unless the Lessee exercises
                    its option (s) to renew the Lease  provided in article 1.1.8
                    (Special  Provisions) of the Lease,  in which case the Lease
                    shall terminate June 30th, 2010.

          1.1.3     USE OF THE LEASED PREMISES : the Leased Premises shall be
                    used for no other purpose than office purposes.

          1.1.4     ANNUAL RENT : Throughout the Term, an annual guaranteed rent
                    equal to :

                    -    for the period commencing on May 1st, 2000 and
                         terminating on June 30th, 2005, an annual rent of
                         $18,000 US, payable in advance, in equal monthly and
                         consecutive installments of $1,500 US each, on the
                         first day of each month during for this period, based
                         on a net rate of twenty-two, fifty US per square foot
                         ($22.50 US/sq. ft.) of the Leasable Area of the Leased
                         Premises;
                   -     The Annual Rent is payable to the Lessor in accordance
                         to article 4.1 of the Lease

1.1.5               BUSINESS HOURS:  means the period between 7h00 a.m. to 18h00
                    p.m.,  Monday to Friday on  business  days  excluding  legal
                    holidays  and such  other  times as the  Lessor may set from
                    time to time;

1.1.6               PAYMENT  OF  RENT:   All  payments  that  must  be  effected
                    according  to the  Lease  shall  be  made  to the  order  of
                    9033-0176 Quebec Inc.

1.1.7               NOTICE AND REQUEST:

          i)        in case of a notice to the Lessor :
                     9033-0176 Quebec Inc.
                     634 Louviere
                     Vimont , Laval
                     H7W 5G7

                  Care of: Leasing Director

          ii)       in case of a notice to the Lessee :

                     Sword Comp-Soft Corp.
                     4055 St. Catherine w. suite 133
                     Westmount, Quebec
                     H3Z 3J8

                     Attention: Leonard Stella

<PAGE>

 1.1.8           SPECIAL PROVISIONS

          i)        FREE INSTALLATION PERIOD

          ii) RENEWAL OPTION FOR FIVE (5) YEARS AT AN AUGMENTATION OF 5% TO
$18,900 US ANNUALLY WITH THE LEASE CONDITIONS REMAINING THE SAME.

1.2       DEFINITIONS - When used in this Lease, and unless incompatible with
          the context in which they are utilised, the following words and
          expressions have the meaning hereinafter set forth:

          1.2.1     "Common   Areas  and   Facilities":   means  all  areas  and
                    facilities of the  Immovable  which are not intended for the
                    exclusive benefit of any lessee in particular, as determined
                    by the Lessor from time to time;

          1.2.2    "Contaminants  and  Hazardous  Materials":  have the meaning
                    attributed  thereto  in the  Environmental  Legislation  and
                    include  any  material  which,  because  of its  properties,
                    presents a real or potential  hazard to the  environment  or
                    the  health  of  users  of the  Immovable  or of the  Leased
                    Premises;

          1.2.3     "Environmental  Legislation":  means all federal, provincial
                    or  municipal   legislative  and  regulatory   environmental
                    provision,  including, in all cases, any judgements, orders,
                    notices,   notices  of  offence,   decrees,   codes,  rules,
                    instructions,     policies,     guidelines    and    guides,
                    authorisations,  certificates of  authorisation,  approvals,
                    permits  and  licenses   issued  by  any  authority   having
                    jurisdiction, the whole as amended from time to time;

          1.2.4     "Fiscal  Period":  means a period  commencing  on the  first
                    (1st) day of  January of the year and ending on the last day
                    of December next following,  with the exception of the first
                    Fiscal  Period,  which  shall begin at the same time as this
                    Lease  and  terminate  on  the  thirty-first  (31st)  day of
                    December next following,  and with the exception of the last
                    Fiscal  Period,  which shall  terminate  at the same time as
                    this Lease; however, the Lessor expressly reserves the right
                    to change the Fiscal  Period  and its  duration.  Should the
                    Fiscal  Period be modified or should a part only of a Fiscal
                    Period  be  comprised  in  the  Term,   the  parties   shall
                    immediately make the necessary adjustments.

        1.2.5       "Immovable":  means the land plus   the Building and other
structures  erected thereon from time to time;

        1.2.6       "Leasable  Area of the Leased  Premises":  means the area of
                    the Leased Premises as calculated  according to the criteria
                    of BOMA. At any time during the Term, the Lessor's architect
                    or land surveyor may definitely  determine the Leasable Area
                    of the Leased  Premises.  The architect's or land surveyor's
                    certificate  with respect to the Leasable Area of the Leased
                    Premises  shall be  conclusive  and shall  bind all  parties
                    herein retroactively to the Commencement of the Lease;

          1.2.7     "Lease":   means  and  refers  to  this  agreement  and  its
                    schedules, as well as any amendments thereto;

          1.2.8     "Leased  Premises":  means the  premises   as  described  in
                    article  1.1.1  of  this Agreement  and subject to the
                    Lessor's  architect's  or land surveyor's measurement;

<PAGE>

          1.2.9    "Lessee": means the Lessee or its successor;

          1.2.10    "Lessor": means the owner of the Immovable or its mandatory;

          1.2.11    "Operating  Expenses":  means,  all  costs  incurred  in the
                    operation, administration,  maintenance, repair, supervision
                    and management of the Immovable, including, namely:

                      1.2.11.1.  salaries,  wages  and costs  related  to fringe
                                 benefits  and  pension  plan  benefits  for all
                                 employees   of  the   Lessor   engaged  in  the
                                 operation,  maintenance,  repair, surveillance,
                                 supervision and management of the Immovable;

                      1.2.11.2.  the cost of all goods and services furnished,
                                 employed or utilised in the operation,
                                 maintenance, repair, surveillance, supervision
                                 and management of the Immovable, except for the
                                 cost of special goods and services furnished to
                                 certain lessees of the Immovable, for which the
                                 said lessees are responsible;

                      1.2.11.3.  the reasonable rental value of the space
                                 occupied by employees of the Lessor engaged in
                                 the administration, supervision or management
                                 of the Immovable, and by all administrative
                                 services of the Lessor, as well as of any
                                 space required or utilised in the Immovable
                                 for security, welfare, health, protection or
                                 other similar services, for the benefit of the
                                 Immovable and its users in general;

                      1.2.11.4.  the  costs  related  to  the  maintenance  of a
                                 public order and security service;

                      1.2.11.5.  the   costs   of   auditing,   accounting   and
                                 management  incurred  in the  operation  of the
                                   Immovable;

                      1.2.11.6.  the costs related to the planning, maintenance,
                                 repair and decoration of the Common Areas and
                                 Facilities of the Immovable, including the
                                 cleaning of windows and exterior walls, snow
                                 removal, cleaning, repair and maintenance of
                                 the Land, and contracts with independent
                                 contractors;

                      1.2.11.7.  the  cost  of all  repairs  to  the  Immovable,
                                 including  the  replacement  of any  equipment,
                                 apparatus,  machinery or other  property of the
                                   Immovable;

                      1.2.11.8.  the cost of any modifications and improvements
                                 to the Immovable, including, without limiting,
                                 modifications or improvements to the machinery
                                 and equipment contained therein and the cost of
                                 any modifications and additional equipment and
                                 specialised services needed in the Immovable
                                 for energy conservation measures, when, in the
                                 opinion of the Lessor, these expenditures are
                                 likely to reduce the Operating Expenses or be
                                 such as to improve the welfare or the security
                                 of the lessees or other occupants of the
                                 Immovable, or when such equipment,
                                 modifications, materials or improvements are
                                 required by law;

<PAGE>

                     1.2.11.9.   the total capital depreciation or amortisation,
                                 calculated according to the straight-line
                                 depreciation method, based on the useful life
                                 of the capital assets, or on any other shorter
                                 period of time as may be reasonably determined
                                 by the Lessor, on the cost of all equipment,
                                 apparatus or machinery and other property
                                 required for the operation, maintenance,
                                 repair, surveillance, supervision, management,
                                 modification or improvement of the Immovable
                                 and the establishing of energy conservation
                                 measures which, in the opinion of the Lessor,
                                 have a useful life longer than one Fiscal
                                 Period and the cost of which has not been fully
                                 included in the Operating Expenses of the
                                 Fiscal Period of their acquisition (in
                                 accordance with generally accepted accounting
                                 principles) with interest at the Prime Rate
                                 upon the undepreciated or unamortized portion
                                 of the cost of said asset(1)

                      1.2.11.10. the cost of energy to ensure:  the humidifying,
                                 the    heating,     the    ventilating,     the
                                 air-conditioning   and  the   lighting  of  the
                                 Immovable  and not  exceeding  the standards of
                                 these  presents,  the  supply of  domestic  hot
                                 water at all times all  other  services  of the
                                 Immovable  requiring  energy excluding the sums
                                 payable  by  the  Lessee  in  conformity   with
                                 Article 3.6 of these presents.

                      1.2.11.11. the real cost of all insurance premiums paid by
                                 the Lessor with respect to the Immovable, in
                                 accordance with prudent insurance practices or
                                 as may be required by the creditors of the
                                 Lessor, as well as payment for the franchises.

          1.2.12    "Prime Rate": means the rate designated by the National Bank
                    of  Canada  as  being  its  prime  rate,  plus  five  (  5 )
                    percentage points.

          1.2.13    "Real  Estate  Taxes":   means  all  levies  of  any  nature
                    whatsoever on the  ownership or operation of the  Immovable,
                    including interest on deferred  payments,  but excluding tax
                    on the income or on the capital of the Lessor  (except  that
                    part  of  the  tax  on  the  capital   attributable  to  the
                    Immovable,  which is included) and excluding any tax on real
                    estate transfers;

          1.2.14    "Rent": means the Annual Rent;

          1.2.15    "Surtax":  means any surtax on non-residential  immovable or
                    any  other tax  imposed  under the  Municipal  Taxation  Act
                    L.R.Q.,  c. F- 2.1, as modified by L.Q. 1991. c. 32 and L.Q.
                    1992, c. 532 and any other future modifications.

          1.2.16    "Taxes":  means  all  governmental  levies  usually  paid by
                    lessees (e.g.  water and business  taxes,  GST, Quebec Sales
                    Tax), in connection with the Leased  Premises,  the contents
                    thereof or the business conducted therein;

          1.2.17    "Taxing   Authority":   means  any  governmental   authority
                    whatsoever, legally authorised to impose taxes;

<PAGE>

          1.2.18    "Term":  means the period  commencing on the date stipulated
                    as the Commencement of the Lease and terminating on the date
                    stipulated as the Termination of the Lease;

          1.2.19    "Unavoidable  Delay":  means a delay caused by circumstances
                    (except  for  the  financial  situation  of  either  of  the
                    parties),  which are  reasonably  beyond the  control of the
                    Lessor or the Lessee, as the case may be;

ARTICLE 2
LEASE AND DELIVERY OF LEASED PREMISES

2.1       Lease of Leased Premises - The Lessor hereby leases to the Lessee the
          Leased Premises for the Term and in consideration of the Rent to be
          paid by the Lessee hereunder and of the other provisions and
          obligations to be observed and executed by the Lessee hereunder.

2.2       Delivery and Finishing of Leased Premises - The Lessee acknowledges
          having carefully examined the Leased Premises in their present state
          and declares being fully satisfied therewith. If such examination has
          not been made, the Lessee undertakes to do so at the time of delivery
          of the Leased Premises and to notify the Lessor in writing within ten
          ( 10 ) days of taking delivery of any defect in the Leased Premises.
          Should the Lessee fail to do so, the Lessee shall be deemed to have
          taken delivery of the Leased Premises in a good state and to be
          satisfied therewith, and to acknowledge that i) the Lessor has
          discharged all its obligations in the preparation and delivery of the
          Leased Premises and ii) the Leased Premises may be used for the
          purposes for which they have been leased.

2.3       Minor Deficiencies - Notwithstanding that the Leasehold Improvements
          are not fully completed at the Commencement of the Lease, the Leased
          Premises shall be deemed ready for delivery and the Term shall not be
          affected so long as such incomplete work does not significantly
          interfere with the use of the Leased Premises.


ARTICLE 3
SERVICES FURNISHED TO THE LESSEE

3.1       Description  of  Services - The Lessor  agrees to supply to the Lessee
          the following services:

          3.1.1     "Air-Conditioning": The Lessor shall supply, during Business
                    Hours,  air-conditioning to the Leased Premises. All special
                    requests  shall be at the expense of the Lessee.  The Lessee
                    shall be liable for the improper  functioning  of the system
                    caused  by  non-conforming  partitions,  by  changes  to the
                    Leased  Premises,  by  the  absence  of  sunshields,  by the
                    excessive  use  of  electrical  power,  or  by  the  use  of
                    apparatus  resulting in the  releasing of excessive  heat by
                    the Lessee.

          3.1.2     "Elevators":  The Lessor  shall supply  passenger  elevators
                    during Business Hours. At all other times,  limited elevator
                    service shall be available.

                    The Lessee shall have the use of escalators, if any, and
                    elevators, in conjunction with all other persons having
                    access thereto.

                    The freight elevator, if any, shall be used for the
                    conveyance of furniture to the Leased Premises, the whole
                    pursuant to the Lessor's guidelines. Any deliveries shall be
                    made at the loading ramp of the Building only, and may be
                    made solely by the representatives of the Lessee.

<PAGE>

          3.1.3     "Heating":  The Lessor shall heat the Leased Premises during
                    Business   Hours.   The  Lessee  shall  be  liable  for  any
                    malfunctioning of the system  attributable to non-conforming
                    partitions or to changes to the Leased Premises.

          3.1.4     "Lighting":  The Lessor shall  provide,  at its cost, at the
                    Commencement of the Lease,  standard electrical equipment of
                    the  Immovable as well as the  "Supplies"  necessary for its
                    functioning  such as bulbs  and  starters.  Thereafter,  the
                    Supplies  shall be at the  cost of the  Lessee,  the  Lessor
                    reserving  its right to replace all of the Supplies in whole
                    or in part,  should  this  practice  be in  conformity  with
                    proper real estate management.  The Lessor shall pay all
                    Hydro bills incurred as the cost of lighting leases
                    premises.

          3.1.5     "Business Hours": The Building shall be open during Business
                    Hours. At all other times,  the Lessor shall ensure that the
                    Leased Premises are reasonably accessible.

          3.1.6     "Cleaning":  The  Lessor  shall  have  the  Leased  Premises
                    cleaned,   outside  of  Business  Hours,  according  to  the
                    Lessor's usual standards.  The Lessee shall leave the Leased
                    Premises in a proper  state.  Should,  however,  the wall or
                    floor  coverings  of the Leased  Premises  differ from the
                    standard coverings of the Building, or should additional
                    services be required by the  Lessee,  the  Lessee  shall
                    pay the  Lessor  the  resulting supplementary costs, as
                    Additional Rent.

          3.1.7    "REAL ESTATE TAXES": The Lessor shall bear the costs of all
                   real estate taxes related to the leased premises regular
                   and/or special taxes  and all surtaxes levied.

          3.1.8    "INSURANCE":  The  Lessor  shall  keep  in  force:  business
                   liability insurance for the leased  premises there in the
                   amount of three million dollars  ($3,000,000)  for each
                   occurance naming both Lessor and Lessee as the  insured
                   parties.  The lessor  shall  also keep fire  insurance
                   commensurate  with the value of the leased  premises and all
                   equipment therein the amount to be agreed to by both Lessor
                   and Lessee.

3.2      OTHER OPERATING EXPENSES - The Lessor shall bear the cost of all normal
         maintenance and administrative expenses of the leased premesis.

3.3      Use of Common Areas and Facilities - The Lessee shall be entitled to
         use and to benefit from the Common Areas and Facilities of the
         Immovable, in conjunction with all others also entitled to such and
         having access thereto. The Lessor may at any time change the form and
         destination of the Immovable and of its Common Areas and Facilities
         insofar as the enjoyment of the Leased Premises are not substantially
         affected.

3.4       Supplies  and Services - Only the Lessor or its  designated  suppliers
          may provide electrical supplies and services.

3.5       Suspension of Services - In the event of an accident or for the
          purpose of affecting work, or for any reason beyond the Lessor's
          control, the Lessor shall be entitled to suspend or to modify any
          service required to be provided under the Lease for such time deemed
          reasonable by the Lessor.

3.6       Additional Services - All additional services or services provided
          outside Business Hours, which the Lessor accepts to provide upon the
          demand of the Lessee, shall be so provided upon sufficient prior
          notice and at the expense of the Lessee. The costs and expenses
          incurred by the Lessor in rendering such additional services shall be
          subject to an increase of fifteen per cent (15%) for administration
          fees.

<PAGE>

          The Lessor shall supply electrical power to the Leased Premises, of a
          capacity to meet a maximum demand of forty ( 40 ) watts per square
          metre.

          The Lessee undertakes to never consume an amount of electrical power
          exceeding the capacity of the facilities supplying the Leased
          Premises. The Lessor shall be entitled to make the necessary
          verifications.

3.7       Damages caused during the provision of services - The Lessor shall not
          be liable to any person for any damages in connection with the
          services described in this Article, whether the services are provided
          or not, unless caused by the fault or negligence of the Lessor or of
          its employees. However, in no case shall the Lessee have the right to
          a reduction of the Rent or to resiliate the Lease. The Lessor shall,
          however, to the extent possible, remedy the situation with due
          diligence and within a reasonable delay.

ARTICLE 4
RENT

4.1       The Rent shall be paid on the first (1st) day of each month, at the
          address indicated by the Lessor without notice and without any
          abatement or compensation whatsoever. Adjustments for parts of months
          shall be made on a per diem basis.

ARTICLE 5
USE AND MAINTENANCE OF LEASED PREMISES

As an essential condition of the Lease, it is agreed that the Lessee shall use
the Leased Premises as determined in article 1.1.3 of the Lease and in
conformity with the dispositions of the present article.

5.1       Use of the Leased Premises - The Lessee undertakes to use the Leased
          Premises with prudence and diligence. The Lessee undertakes not to
          disturb the peaceful enjoyment of the other lessees, failing which,
          the Lessee will be liable towards the Lessor and the other lessees for
          any damage that may result, whether such damage is caused by the
          Lessee's own acts or by the acts of persons which the Lessee has
          allowed to use or have access to the Leased Premises. The Lessee
          acknowledges and agrees that it is only one of many other lessees in
          the Building and that therefore the Lessee shall conduct its business
          in the Leased Premises in a manner consistent with the best interest
          of the Immovable as a whole.

5.2       Prohibited Use - Without limiting the generality of the foregoing and
          without derogating from the Lessee's obligations as provided in
          Article 7.1 hereof, the Lessee will not use or permit or suffer the
          use of the Leased Premises, or any part thereof, for any of the
          following businesses or activities, in or from the Leased Premises:

          5.2.1     any unethical or fraudulent practice;

          5.2.2     any  business or activity in respect of which the Lessor has
                    granted an  "exclusive"  provision in other leases or offers
                    to lease entered into by the Lessor and concerning which the
                    Lessor  has given the  Lessee  written  notice.  The  Lessee
                    agrees not to conduct its business in the Leased Premises in
                    a manner that would cause the Lessor to be in  contravention
                    of such  exclusive  clauses and agrees to indemnify and save
                    the Lessor  harmless  against and from any actions or claims
                    and for all costs and expenses in connection therewith.  If,
                    in the Lessor's opinion, the use by the Lessee of the Leased
                    Premises is prohibited by a provision of another lease,  the
                    Lessee shall immediately  discontinue such use, upon written
                    notice by the Lessor,  failing which,  the Lessor shall have
                    the right to a payment of a penalty  equal to four times the
                    Minimum  Rent  payable for each day of default or  terminate
                    this Lease by written  notice,  without  prejudice to any of
                    its other rights and recourses.

<PAGE>

                    The Lessee hereby acknowledges and agrees that, for the
                    purposes of Article 16.4 hereof, the Lessor, in refusing any
                    sublet or assignment for any of the aforesaid businesses or
                    activities, shall not be considered as unreasonably
                    withholding its consent. Moreover, the Lessor may insist
                    that the Lessee cease all prohibited activity forthwith upon
                    demand.

5.3       Occupancy of the Leased Premises - The Lessee shall occupy the Leased
          Premises and shall continuously and actively operate its business in
          the entire area of the Leased Premises during the whole Term; the
          Lessee shall not leave the Leased Premises vacant or unoccupied at any
          time during the Term, and shall keep therein the moveable property
          which is normally used in the operation of its business, the whole at
          all times throughout the Term. The Lessee acknowledges that its
          obligations pursuant to this Article 7.3 are of the utmost importance
          to the Lessor in order to avoid the appearance and impression
          generally created by vacant space, to facilitate the leasing of space
          in the Building, and to maintain the character, quality and image of
          the Building. Furthermore, the Lessee acknowledges that the Lessor
          shall suffer important, serious and irreparable damages if the Lessee
          does not conform to the provisions of the present Article 7.3, and
          this, even if the Lessee continues to promptly pay all Rent and
          Additional Rent herein provided.

5.4       Maintenance and Repair of the Leased Premises - The Lessee shall
          assume and pay for all expenses related to the use and the maintenance
          of the Leased Premises. In this regard, the Lessee undertakes to
          effect, at its cost, all replacements and repairs necessary to
          maintain the Leased Premises in a good state, with the exception of
          such replacements and repairs due to ageing and normal wear and tear.
          The present provision includes the Lessee's obligations to pay for
          replacements and repairs related to the structure or to the
          electro-mechanical systems of the building when such replacements or
          repairs are attributable to an act or omission of the Lessee or of any
          person the Lessee allows to use or to have access to the Leased
          Premises. It is expressly agreed that all work or replacements to the
          electro-mechanical systems shall only be effected by the Lessor.

          In addition, the Lessor may, at all times, without court
          authorisation, effect all necessary work, replacements, repairs and
          maintenance which, in its opinion, is deemed to be necessary in order
          to ensure the conservation and the enjoyment of the Immovable and the
          Leased Premises. If the Lessor proceeds with such work, it shall
          ensure that the enjoyment of the Leased Premises is not materially
          diminished. If necessitated by the nature of the work, replacements,
          repairs and maintenance, the Lessor may require the Lessee, without
          court authorisation, to vacate or to be temporarily dispossessed of
          the Leased Premises. The Lessor shall exercise its right in a
          reasonable manner and indemnify the Lessee. Notwithstanding the
          foregoing, the Lessee shall in no event resiliate or request a
          reduction of Rent.

5.5       Inspection and Repairs - The Lessor and its representatives may enter
          the Leased Premises at all times to examine their condition and to
          make such modifications which they deem necessary or useful for the
          operation and the proper maintenance of the Immovable or of its
          electro-mechanical systems.

5.6       Right of Access- If the Lessor deems it necessary to install in the
          Leased Premises those portions of systems serving the Immovable, the
          Lessee shall authorise the Lessor to carry out such work without being
          compensated, provided that the enjoyment of the Leased Premises is not
          materially diminished.

5.7       Refuse - The Lessee shall follow the  instructions  of the Lessor with
          respect to refuse.

<PAGE>

5.8       Notice of Defects - The Lessee shall notify the Lessor within a
          reasonable delay, of any defect or deterioration which is susceptible
          of damaging the Leased Premises, the Building or the Common Area and
          Facilities.

ARTICLE 6
LEASEHOLD IMPROVEMENTS

6.1      All Leasehold Improvements carried out in the Leased Premises before or
         during the Term, shall be first approved by the Lessor, and shall meet
         the following conditions:

         6.1.1         In order to avoid the suspension of work, the Lessee
                       shall have the work performed, at its own expense, by
                       contractors and subcontractors approved by the Lessor.
                       Such contractors and subcontractors shall:

                    Before the beginning of the work:

                    a)    provide the Lessor with the plans and  specifications,
                          beforehand signed by the Lessee,  showing the proposed
                          Leasehold  Improvements,  as  well  as  all  documents
                          necessary to work approval, like construction permits,
                          architecture   plan  bearing  the   architects   seal,
                          elevation plan and finish samples,  plan of mechanical
                          and electrical distribution, bearing the seal of a
                          specialised  engineer, if need be. Should the plans
                          and specifications  be  approved by the Lessor and
                          bear the Lessors  seal,  the  Leasehold   Improvements
                          must  be carried   out  in   conformity   with  such
                          plans and specifications.  No  Leasehold  Improvements
                          shall  be performed  by the  Lessee  as long as the
                          plans are not approved  by the Lessor  and  attested
                          by the  Lessors seal;

                    b)    provide the certificates of compliance,  as well as
                          the following documents:

                         -    Company signing resolution;

                         -    Bid bond  (when  required;  the bid  bond  must be
                              presented with the tender);

                         -    Performance bond (when required);

                         -    Licence   from  the  Regie  des   entreprises   de
                              construction;


                         -    Certificate of compliance with CCQ; (competency
                              card, permits, etc.)

                         -    Certificate     of    compliance     with    CSST;
                              (contributions paid, etc.)

                         -    List of subcontractors;

                    c)   obtain the necessary permits and authorisations;

                    d)   carry out the Leasehold Improvements,  according to the
                         Lessors instructions;

                    e)   contract,  and provide  copy of, an  insurance  against
                         civil  liability,  covering  their  activities  in  the
                         Building, until the date of issuance of the certificate
                         of total performance of work, for an amount of at least
                         two million  dollars ( $  2,000,000.00  ), as well as a
                         general property insurance policy covering at least the
                         amount of the price of the  contract  and full value of
                         the specified products to be provided by the contractor
                         in order to be  incorporated to the work. The insurance
                         contract shall include the Lessor as a co-insured party
                         and comprise an undertaking  clause by such insurers to
                         notify   the   Lessor  in  case  of   cancellation   or
                         modification of the insurance policy, at least thirty (
                         30 ) days in advance.  To this effect,  the  contractor
                         shall  be  responsible  for all  damage  caused  by its
                         contractors, subcontractors, as well as its suppliers.

<PAGE>

                    Moreover, it is expressly agreed that all work related to
                    the electromechanical systems will be performed only and
                    solely by the Lessor.

                    It is also agreed that the Lessee shall be responsible for
                    all the professionals and contractors hired on this project.
                    The Lessee shall also designate a representative who will
                    communicate with the Lessors supervisor.

          6.1.2     It is acknowledged that the Lessee is in no way acting as
                    the Lessors mandatory with respect to the Leasehold
                    Improvements carried out in the Leased Premises, and that
                    such Leasehold Improvements are performed by the Lessee for
                    its own benefit, even if the Lessor grants the Lessee an
                    allowance for the work, as it is common practice on the
                    market.

          6.1.3     Furthermore, at least ten ( 10 ) days before the work in the
                    Leased Premises  begin,  the Lessee shall provide the Lessor
                    with, and this at the Lessors discretion, a security bond on
                    the  construction  or a banks letter of credit for the value
                    of the work to be done,  which  form  and  content  shall be
                    subject to the  Lessors  approval  acting  reasonably,  or a
                    notice of waiver and a  commitment  of release for all legal
                    hypothec or right of legal  hypothec that could arise out of
                    the  materials  supplied.   Should  the  Lessee  default  in
                    providing  the  Lessor  with the  guaranties  required,  the
                    Lessor can order the immediate ending of the work being done
                    or to be carried out by such contractor or  subcontractor in
                    the Leased Premises.

          6.1.4     Should an hypothec  or other  security  be  registered,  the
                    Lessee shall have such hypothec or security cancelled within
                    fifteen ( 15 ) days.  Should this  cancellation not be done,
                    the  Lessee  shall  provide  the  Lessor  with a  sufficient
                    deposit to pay the said  hypothec or other  security,  along
                    with  the  pertaining   legal  fees.  Such  amount  will  be
                    reimbursed to the Lessee,  less the expenses incurred by the
                    Lessor,  upon  proof  of  cancellation  of the  hypothec  or
                    security.  If the Lessee defaults in depositing the required
                    amount,  the  Lessor  shall  have the right to  cancel  such
                    hypothec  or  security,  and then  claim from the Lessee the
                    reimbursement of the incurred expenses,  along with the fees
                    and the interests, at the Prime Rate.

          6.1.5     Each  contractor  shall  respect  the  working  rules of the
                    Building,  a list of which shall be given to the contractors
                    at  the  moment  of  the  granting  of  the  contract.   The
                    contractors  shall also respect all construction  codes. All
                    work  shall be  performed  after the  Business  Hours of the
                    Building.  Should some work have to be  executed  during the
                    Business  Hours,  said work shall  first be  authorised  and
                    permitted by the  Buildings  manager.  Moreover,  should the
                    Lessee  have work  executed in an area other than the Leased
                    Premises,  or should the Lessee  use the  freight  elevator,
                    during the performance of work in the Leased  Premises,  the
                    Lessor shall  provide the services of a security  guard,  at
                    the Lessees expense.

                    The contractor shall be responsible for all damage caused by
                    its subcontractors, as well as its suppliers, and therefore
                    the Lessee shall ensure that the contractor has suitable
                    insurance to this effect.

<PAGE>

         6.1.6      The Lessee shall provide the Lessor with the plans as
                    constructed, shop drawings mechanical balancing report,
                    plans approved by the City, and operating manuals, within
                    two (2) weeks following the completion of work.

6.2       All Leasehold  Improvements shall become the Lessors property, as soon

          as they are installed in the Leased Premises and shall be surrendered
          with the Leased Premises at the Termination of the Lease, without any
          compensation whatsoever to the Lessee. Notwithstanding the foregoing,
          the Lessee shall, at the End of Term or at the moment of any
          anticipated resiliation of the Term, at its own costs, remove all
          Leasehold Improvements for which the removal has been demanded by the
          Lessor, should it have been brought in the Leased Premises before or
          after the Commencement of the Lease, by the Lessor or the Lessee, or
          by the Lessor for the previous Lessee. Should the Lessor require so,
          the Lessee shall, at its own expense, leave the Leased Premises in
          base building state. The Lessee shall, at its own expense, leave the
          Leased Premises in good state and clean, under reserve of the repairs
          due to normal ageing, and repair all damage caused to the Building due
          to the removal of the Leasehold Improvements.

          Provided that the Lessee executed its obligations in virtue of the
          Lease, at the moment of the End of the Lease, the Lessee shall be
          entitled to remove from the Leased Premises all its movable properties
          in the Leased Premises. However, all movable properties left in the
          Leased Premises after the End of the Lease shall be deemed to be
          abandoned, and the Lessor may dispose of such properties as it sees
          fit, without compensation of any nature to the Lessee.

ARTICLE 7
ACCESS BY LESSOR TO LEASED PREMISES

7.1       Visiting the Leased Premises - During the last twelve ( 12 ) months of
          the Term of this Lease, the Lessee shall permit any person interested
          in leasing the Leased Premises to visit the Leased Premises during
          Business Hours.

          The Lessee shall permit the Leased Premises to be visited by any
          broker, purchaser, lender or evaluator of the Immovable. The Lessor
          shall exercise its right in a reasonable manner.

ARTICLE 8
DAMAGE AND DESTRUCTION

8.1       Destruction of Leased Premises - Should the Leased Premises be
          destroyed or damaged, the Lessor shall state its intention to the
          Lessee by way of written notice transmitted to the Lessee within
          thirty ( 30 ) days of the loss, to the effect that the Leased Premises
          are:

          8.1.1    wholly  uninhabitable  or that  their use is  dangerous  and
                    cannot be reasonably  repaired within one hundred and eighty
                    ( 180 ) days  following the loss, in which case either party
                    may resiliate the Lease with retroactive  effect to the date
                    of the loss;  if such notice is not given  within five ( 5 )
                    days following the notice  provided for in Article 11.1, the
                    Rent shall  abate from the date of the loss until the Leased
                    Premises  are  repaired  and are ready to be occupied by the
                    Lessee.

<PAGE>

          8.1.2     wholly uninhabitable or that their use is dangerous but are
                    reasonably reparable within one hundred and eighty ( 180 )
                    days following the loss, as the case may be, the payment of
                    Rent shall abate from the date of the loss until such time
                    that the Leased Premises are repaired and are ready to be
                    occupied by the Lessee;

          8.1.3     reasonably reparable within one hundred and eighty ( 180 )
                    days following the loss and are partly usable in the
                    interim; as the case may be, payment of Rent shall abate,
                    with respect to the unusable area, from the date of the loss
                    until such time that the damages have been substantially
                    repaired.

8.2       Destruction of the Building - If the Lessor is of the opinion, which
          shall be given by notice within thirty ( 30 ) days of the loss, that
          twenty per cent ( 20 % ) or more of the leasable area of the Building
          is damaged, or if the Lessor is of the opinion that the Building is
          hazardous and that the Building cannot be reasonably repaired within
          one hundred and eighty ( 180 ) days or, that the proceeds of insurance
          do not cover the cost of repairs, then the Lessor may resiliate the
          Lease effective retroactively as of the date of the loss, all
          adjustments to the Rent to be made as of such date.

8.3       No Obligation to Rebuild - The Lessor shall be under no obligation to
          repair or rebuild the Building, the Leased Premises or contents
          thereof, the Lessee's alterations, improvements or other property.

ARTICLE 9
EXPROPRIATION

9.1       Resiliation of the Lease - In the case of an expropriation or of a
          taking of possession ("Expropriation") by a competent authority which,
          according to the Lessor, renders the Building or the Leased Premises
          unusable, the Lessor may terminate the Lease from the date of the
          Expropriation by way of a written notice to the Lessee. The Lessee may
          claim any damages from the expropriating party but not from the
          Lessor.

9.2       No Obligation to Contest - The Lessor is under no obligation to
          contest the Expropriation. The parties hereby reserve all their rights
          to claim future damages against the expropriating authority.

ARTICLE 10
DAMAGES

10.1      Liability of the Lessor - Notwithstanding any provision to the
          contrary, the Lessor shall not be liable for damages occurring in the
          Leased Premises or in the Immovable resulting from any cause
          whatsoever, unless such damages are directly attributable to the fault
          of the Lessor. The Lessor shall not be liable for damages suffered by
          the Lessee resulting from the fault attributable to a lessee or a
          third party even if such third party is a person whom the Lessee or
          another lessee of the Building has allowed to use or to have access to
          the Leased Premises.

10.2      Limited Liability - Even if the damages are due to the fault of the
          Lessor, its liability shall extend only to the movable property and to
          the ordinary fixtures of the Lessee located in the Leased Premises and
          shall not extend to special equipment, documents and securities.

10.3      No Reduction of Rent - Unless as otherwise stipulated in the Lease,
          the Lessee shall not in any case with respect to an occurrence
          relating to the Immovable or the Leased Premises or to an act of the
          Lessor of any nature whatsoever, have the right to a reduction of Rent
          or to the resiliation of the Lease. Nevertheless, the Lessee may, if
          granted by a court of law, obtain from the Lessor compensation
          resulting from damages directly attributable to the fault of the
          Lessor.

<PAGE>

ARTICLE 11
SIGNS AND ADVERTISING

11.1      Consent of Lessor - Any sign or advertising material visible from the
          exterior of the Leased Premises or which may be distributed in the
          Immovable must be approved by the Lessor who may require that the
          Lessee ceases the use thereof, without delay. Should the Lessee not
          comply with the Lessor's request, the Lessor shall be entitled to do
          so at its cost and at the expense of the Lessee.

11.2      Maintenance of Signs - The Lessee shall, at its expense, maintain all
          signs and shall indemnify the Lessor for any damage which may be
          caused to the Lessor.

11.3      Injurious Advertising - The Lessee shall not publish any advertisement
          injurious to the reputation of the Lessor, the Lessor or another
          lessee of the Immovable, and shall immediately cease any such
          advertising at the request of the Lessor.

ARTICLE 12
COMPLIANCE WITH LAWS AND INDEMNIFICATION

12.1      Compliance with Laws - The Lessee shall comply with all laws and
          regulations governing the business conducted in the Leased Premises.
          The Lessee shall carry out any changes to the Leased Premises or to
          the business conducted therein, which may be legally required by the
          competent authorities, failing which, the Lessor, after having given
          written notice to the Lessee, may carry out such changes in its place
          and at its expense.

12.2      Indemnity of Lessor - The Lessee shall indemnify the Lessor against
          any penalty payable by the Lessor resulting from the Lessee's breach
          to comply with the present article, including all related expenses,
          including legal fees incurred by the Lessor to protect its rights.

12.3      Environmental Clause - During the Term and its renewal, the Lessee
          agrees to respect the Environmental Legislation and comply therewith
          promptly at its expense and to immediately notify the Lessor of any
          release and discharge and presence inside or outside the Leased
          Premises of any Contaminants and Hazardous Materials which are in
          breach of the Environmental Legislation.

          The Lessee is liable for any damage whatsoever caused in or to the
          Immovable or the Leased Premises as a result of its non-compliance
          with the Environmental Legislation, which damage may also entail the
          termination of the Lease.

          Notwithstanding anything to the contrary, the Lessee undertakes to
          save and hold harmless the Lessor, its representatives, agents or
          employees from any claims, losses, costs, fees, expenses, damages for
          bodily injury, moral damages, property damages, actions, suits or
          proceedings arising from or attributable to Lessee's act, refusal,
          negligence or omission to comply with the Environmental Legislation.

ARTICLE 13
SUBLET AND ASSIGNMENT

13.1      Mandatory Consent of the Lessor - The Lessee shall not assign the
          Lease or sublet the Leased Premises in whole or in part, nor suffer
          the Leased Premises to be utilised by another person (such utilisation
          being, for the purposes hereof, considered as a sublease) without the
          written consent of the Lessor, which consent may not be withheld
          without a serious reason.

          13.1.1    In the event of an assignment or of the subletting of the
                    whole or any part of the Leased Premises, unless a specific
                    written consent to this effect is obtained from the Lessor,
                    no options whatsoever contained in this Lease shall benefit
                    such sub-lessee or assignee.

<PAGE>

          13.1.2    The occupancy of a part or of the totality of the Leased
                    Premises by a third party or the Lessor's tolerance of such
                    occupancy or its acceptance of any payment shall in no way
                    constitute a waiver of the Lessee's obligation to obtain the
                    Lessor's consent for an assignment or a sublet.

13.2      Deemed Assignment - If the Lessee is a company, a corporation or a
          partnership, any change in the effective control thereof is deemed to
          be an assignment of the Lease and the Lessee and the assignee shall
          comply with the present Section 16.

13.3      Information to be provided - The request of the Lessee with respect to
          obtaining the consent of the Lessor to the sublease or the assignment
          shall include the following:

          13.3.1    the name, address and telephone number of the true proposed
                    sub-lessee or assignee, or in the case of the change of
                    effective control of a corporation or of a company, those of
                    the senior executives of the corporation or of the company
                    as well as of those persons who are acquiring the control
                    thereof;

          13.3.2    information  acceptable  to the Lessor  with  respect to the
                    commercial experience of the persons;

          13.3.3    references from banks and other credit institutions,
                    financial statements (if available) and any other
                    information which the Lessor may reasonably require for the
                    purpose of its evaluation;

          13.3.4    if the  sub-lessee  or the  assignee is a  partnership  or a
                    company, the declarations or constituting documents thereof,
                    as amended;

          13.3.5    the sub-lessee or the assignee's written undertaking to
                    respect all and every obligations of the present Lease
                    including, without limitation, the obligation to grant to
                    Lessor the same sureties as previously granted by the Lessee
                    or any other surety that the Lessor may reasonably request.

          13.3.6    complete disclosure of all consideration, rental, terms and
                    conditions of the proposed assignment or sublease, as well
                    as all information and documents relating to the proposed
                    sublease or assignment.

13.4      Justified Refusal - The Lessor may refuse to consent to the proposed
          sublease or assignment of the Lease, for any serious reason,
          including, without limitation:

          13.4.1    failure to provide the  information  or  documents  required
                    pursuant to Article 16.3;

          13.4.2    the poor reputation,  lack of business experience or lack of
                    commercial success of the proposed sub-lessee or assignee;

          13.4.3    if the use which the proposed assignee or sublessee intends
                    to make of the Leased Premises is in conflict, in whole or
                    in part, with any exclusivity right then already granted by
                    the Lessor to another lessee in the Building; or is
                    incompatible with the image, character or quality of the
                    Building;

          13.4.4    if the proposed assignee or sublessee is already a lessee or
                    occupant of the Building and other space is available for
                    such party in the Building or will become available within
                    the next following six ( 6 ) months; or

<PAGE>

          13.4.5    if the proposed assignee or sublessee does not intend to
                    physically occupy the Leased Premises and actively operate
                    its business therein in good faith; or

          13.4.6    if the proposed assignment or sublease becomes effective
                    before the date on which the Lessee has physically occupied
                    the Leased Premises and commenced to actively operate its
                    business therein in good faith.

          13.4.7    if the Lessor has reasonable grounds to believe that the
                    proposed assignee or sublessee does not have the financial
                    capacity to meet all its obligations, including, without
                    limitation, the obligations of the Lessee towards the Lessor
                    under the Lease.

13.5      Answer of the Lessor - Within thirty ( 30 ) days from the receipt of
          the Lessee's complete request for the Lessor's consent, together with
          all the required information and documents, the Lessor shall inform
          the Lessee:

                    a)   of its refusal to consent, stipulating the reasons
                         therefor, or

                    b)   of its consent, or

                    c)   that the Lessor has  chosen,  as an  alternative  to
                         its  consent (without  affecting  its other rights and
                         without  being  obliged thereto),  to become itself the
                         sublessee or the assignee, as the case  may be,  for
                         the same  consideration,  rentals,  terms  and
                         conditions as those of the proposed  sublease or
                         assignment, in the place of the proposed assignee or
                         sublessee, or

                    d)   that the Lessor has  chosen,  as an  alternative  to
                         its  consent (without  affecting  its other rights and
                         without  being  obliged thereto), to terminate the
                         Lease as of the fifteenth ( 15th ) day following the
                         date on which the Lessor so informs the Lessee,  it
                         being understood that the Lessee shall,  however,  have
                         the right to withdraw its request for consent to the
                         proposed assignment or sublease within such fifteen
                         (15) days delay.

13.6      Delay for Sublet or Assignment - Should the Lessee not sublet or
          assign the Leased Premises within sixty ( 60 ) days after having
          obtained the consent of the Lessor, said consent shall be considered
          null and the Lessee shall recommence the procedure for carrying out
          the sublease or the assignment.

13.7      Should the Lessor fail to perform its obligations for which it is
          bound to the Lessee, the sub-lessee may not exercise the rights and
          remedies of the Lessee against the Lessor.

13.8      Solidarity - Notwithstanding any sublease or assignment, the Lessee's
          liability shall remain solidary with the assignee or the sub-lessee,
          as the case may be for all of the obligations of the Lessee pursuant
          to the Lease, so that the Lessor may compel the Lessee, and the Surety
          (if any), to observe all of the obligations of the Lease as if no
          assignment or sublease had occurred.

<PAGE>

13.9      Expenses of the Sublease or the Assignment - If the sublease or the
          assignment is accepted, the Lessee shall reimburse the Lessor for the
          related administrative expenses, subject to the approval of the
          sublease or the assignment, which shall be payable by certified cheque
          and shall be remitted at the time of signature of the agreement of
          sublease or of assignment.

13.10     Approval of Publicity - The sublease or the assignment may not be
          publicised in any manner whatsoever, without the express approval of
          the Lessor with respect to the form and substance of such publicity,
          all advertising in relation to the sublease or the assignment of the
          Lease may be injurious to the Immovable.

ARTICLE 14
ASSIGNMENT BY LESSOR

14.1      Assignment by Lessor - In the event of a sale, transfer or an
          assignment of the Immovable or any part of the Immovable by the
          Lessor, or an assignment by the Lessor of this Lease or any interest
          in the Lease hereunder, the Lessor shall be freed of all liability
          with respect to any obligations in virtue of the Lease or of the law
          if such purchaser or assignee assumes the Lessor's obligations
          according to the Lease or law.

14.2      Lessees Certificates - At any time and from time to time upon not less
          than ten ( 10 ) days prior notice at the request of the Lessor, the
          Lessee shall execute and deliver, as directed by the Lessor, a
          certificate of an officer of the Lessee certifying as at the date
          thereof whether this lease is in full force and effect, whether or not
          it has been modified (and if so in what respect), the status of annual
          rent and other accounts between the Lessor and Lessee, whether or not
          there are any existing defaults on the part of the Lessor of which the
          Lessee has notice (and if so, specifying them) and as to any other
          matters in connection with this lease in respect of which such a
          certificate is reasonably requested.

14.3      Lessors Certificates - At any time and from time to time upon not less
          than ten ( 10 ) days prior notice at the request of the Lessee, and
          for the purposes only of a transaction contemplated by Article 17, the
          Lessor shall execute and deliver, as directed by the Lessee, a
          certificate of an officer of the Lessor certifying as at the date
          thereof whether this lease is in full force and effect, whether or not
          it has been modified (and if so in what respect), the status of annual
          rent and other accounts between the Lessor and Lessee, whether or not
          there are any existing defaults on the part of the Lessee which the
          Lessor has notice (and if so, specifying them) and as to any other
          matters in connection with this lease in respect of which such
          certificate is reasonably requested.

14.4      Effect of Certificates - Any statement delivered pursuant to the
          provisions of this Article 17 may be conclusively relied upon only by
          the person to which such statement is addressed but shall not preclude
          any rights of the party giving such statement with respect to defaults
          not set forth in such statement but of which the party giving such
          statement had no actual knowledge at the date thereof as against the
          other immediate party to this lease.

ARTICLE 15
DEFAULT AND RECOURSE

15.1      A default shall occur in the following cases:

          a)   if the Lessee does not fulfil any of its obligations  pursuant to
               the Lease and if this default continues:
                i)  in the cases of a pecuniary obligation, for more than five
                    (5) days following the receipt by the Lessee of a written
                    notice from the Lessor;

<PAGE>

               ii)  in all other cases, for more than fifteen ( 15 ) days
                    following the receipt of a written notice from the Lessor
                    (unless it constitutes a default otherwise provided for in
                    this paragraph 18.1 or unless the default cannot be cured
                    within said delay, in which case the Lessee shall have
                    commenced to cure the default within the prescribed delay
                    and to continue to do so with diligence) or within a shorter
                    delay stipulated in the Lease (the latter delay taking
                    precedence);

          b)   if  the   Lessee  is  the  object  of   bankruptcy,   insolvency,
               dissolution  or  liquidation  proceedings or loses control of the
               property located in the Leased Premises;

          c)   if the Lessee makes a sale of an enterprise or if the property
               located in the Leased Premises is seized and that a release
               thereof is not obtained within fifteen ( 15 ) days;

          d)   if the Lessee do not continuously operate its business in the
               entire area of the Leased Premises, leaves the Leased Premises
               vacant during five ( 5 ) consecutive days or if the Leased
               Premises are used by a person who is not authorised pursuant to
               the Lease; or

          e)   if a sublease or an assignment is attempted or if the Lessee
               grants a guarantee that affects the Lessor's own guaranties
               provided in the Lease.

          The mere lapse of the delays provided for in paragraph 18.1 or as
          otherwise provided for in the Lease shall have the effect of deeming
          the Lessee in default.

15.2      Default and Recourses - Each time that an event of default occurs,
          subject to the other rights and recourses which are granted to the
          Lessor pursuant to the Lease or law and notwithstanding any other
          provision of the law, the Lessor shall have the following rights and
          remedies, which shall be cumulative and not alternative:

          a)   the right to  terminate  the Lease by  notice to the  Lessee  and
               following such notice, the Lessee shall not be entitled to remedy
               the default;

          b)   the Lessor  may enter the Leased  Premises  as  mandatory  of the
               Lessee,  re-let  them  for the  duration  of the Term and on such
               conditions  which the Lessor  may  determine  at its  discretion,
               collect the Rent, take possession, as mandatory of the Lessee, of
               all moveable property located in the Leased Premises and, in such
               a case store the  moveable  property  at the cost and risk of the
               Lessee or sell or assign it in such  manner as the  Lessor  deems
               appropriate  without notice to the Lessee;  make modifications to
               the Leased  Premises  in order to  facilitate  their  re-letting;
               apply the  proceeds of any sale or  re-letting  to the payment of
               all  expenses  incurred  by the  Lessor in  connection  with such
               re-letting  or of such sale and to any other  debt of the  Lessee
               towards the Lessor and, lastly, to the payment of Rent in arrears
               or of future payments of Rent which are to become due. The Lessee
               shall remain liable to the Lessor for any deficiency;

          c)   the right to remedy or attempt to remedy, at the expense of the
               Lessee and with no liability on the part of the Lessor, any
               default of the Lessee pursuant to the Lease on behalf of the
               Lessee and to enter the Leased Premises for such purposes.

          d)   the right to recover from the Lessee all damages suffered as well
               as all expenses incurred by the Lessor pursuant to the default of
               the Lessee

<PAGE>

15.3      Indemnity - Should the Lessor retain the services of legal counsel in
          connection with the non performance by the Lessee of its obligations
          pursuant to these presents, the Lessee shall pay the Lessor as
          damages, judicial costs, and fees of fifteen per cent ( 15 % ) of the
          amount of the Rent due in connection with such legal services.

ARTICLE 16
NOTICE

16.1      Any notice to be given under this Lease shall be sent by registered
          mail or by telecopier transmission or delivered in person at the
          addresses indicated above at article 1.1.7. The Lessor reserves the
          right to change its address.

          Notices sent by mail shall have been deemed to be received on the
          third business day following the mailing thereof and those by
          telecopier the business day following their transmission.

          The Lessee elects domicile in the Leased Premises for all purposes in
          connection with these presents.

ARTICLE 17
TERMINATION OF LEASE

17.1      Any occupation of the Leased Premises by the Lessee after the
          Termination of the Lease shall not have the effect of extending, or
          expressly or tacitly renewing the Lease.

17.2      The Lessor may allow the Lessee in the event the Lessee occupies the
          Leased Premises after the Termination of the Lease, to continue its
          occupation pursuant to a monthly Lease in consideration of a monthly
          Rent which is fifty per cent ( 50 % ) greater than the last monthly
          Rent of the Term, the other terms and conditions of the Lease
          remaining the same.

ARTICLE 18
UNAVOIDABLE DELAY

18.1      Except for the payment of an amount of money, each time the Lease
          provides for the performance of an obligation, the obligation shall be
          performed subject to Unavoidable Delay. The Lessee and the Lessor
          shall be deemed not to be in default in the performance of any
          obligation under this Lease if they are prevented from so doing by
          Unavoidable Delay, and any period of time for the performance of such
          obligation shall be extended accordingly.

          The Lessee and the Lessor shall notify each other respectively without
          delay at the outset of the cause, the duration and the effect, to
          their knowledge, of any Unavoidable Delay.

ARTICLE 19
MODIFICATION OF LEASE AND PERFORMANCE BY A THIRD PARTY

19.1      Modification of Lease - Any modification of the Lease shall be valid
          only if expressly agreed to in writing by the Lessor, the Lessee and
          the Surety (if any).

19.2      Performance by Third Party - A third party may not acquire any rights
          pursuant to these presents in performing an obligation of the Lessee.

<PAGE>

ARTICLE 20
MISCELLANEOUS

20.1      Declaration of intent - This Lease is intended to be a simple document
          drafted in ordinary language. When words or expressions of a general
          meaning are used, the widest possible meaning is to be given to them
          unless the context clearly indicates otherwise.

20.2      Absence of Waiver - The fact that one or the other party has not
          exercised any of its rights hereunder shall not constitute a waiver
          thereof.

20.3      Cancellation of Previous Agreements - This Lease represents the entire
          agreement between the parties in connection with the Leased Premises.
          It replaces all previous documents and discussions between the
          parties.

20.4      Successors  and  Assigns-  The Lease  shall  bind the  successors  and
          assignees of the parties.

20.5      Brokerage Commission - The Lessee warrants to the Lessor that it has
          not retained the services of any broker in respect with this
          transaction. Any brokerage commission with respect to the present
          transaction shall be borne exclusively by the Lessee who shall
          indemnify the Lessor against any claim with respect thereto, except in
          the case where the Lessor has given a specific written mandate to an
          agent with respect to this transaction.

20.6      Brokerage Commission - The Lessor shall be responsible to pay the
          leasing commission pertaining to the present Lease upon the terms and
          conditions stipulated in a commission agreement to intervene between
          the Lessor and the broker.

20.7      Conversion - The Parties to this Lease agree to the  following  metric
          factors :

                    1 metre            =    3.2808 feet
                    1 square metre     =    10.7643 square feet
                    1 foot             =    0.3048 metres
                    1 square foot      =    0.0929 square metres

20.8      Cumulative  Rights - The rights  conferred  to the Lessor shall not be
          exclusive but shall be cumulative.

20.9      Undertaking to Cooperate - The parties agree to sign all documents and
          do all things necessary or desirable in order to give effect to the
          intention of the parties.

20.10     Publication of Lease - The Lessee shall have the right to publish the
          Lease, after having obtained the prior approval of the Lessor as to
          the form and as to the other terms of the publication, without however
          mentioning any of the Lease's financial terms, failing which, the
          Lessor may radiate such publication at the Lessee's cost. Such
          publication shall be made solely at the Lessee's cost, including
          publication fees and the cost of a published copy for the Lessor. In
          cases of publication, the Lessee shall, at the Termination of the
          Lease, cause the publication to be cancelled at its cost, failing
          which the Lessor may do so at the expense of the Lessee.

20.11     Partial Invalidity - All of the parts of this Lease are divisible. If
          for any reason whatsoever a provision thereof is judged to be illegal
          or unenforceable, the other provisions of the Lease shall remain in
          effect mutatis mutandis.

<PAGE>

20.12     Interpretation - In this Lease, unless the context dictates otherwise:

          i)   the masculine  includes the feminine and the singular the plural,
               and

          ii)  the words "hereinabove" and "these presents" or any words or
               expressions having similar import shall refer to the Lease in its
               entirety.

20.13     Laws - This Lease shall be governed by the Laws in effect in the
          province of Quebec. In addition, by these presents, all the parties
          elect domicile in the Court of jurisdiction for the judicial district
          of Montreal, for all judicial proceedings which may be taken in
          connection with the application of the present Lease, notwithstanding
          the fact that one or the other parties may have signed this Lease
          outside of the judicial district of Montreal.

20.14     Late Payments - The acceptance by the Lessor of post-dated cheque or
          of any late payment shall be considered as a means of collection only,
          subject to the rights of the Lessor pursuant to these presents. Any
          sums unpaid by the Lessee shall bear interest at the Prime Rate.

20.15     Solidary liability - If several persons have signed this lease, their
          liability is solidary, so that each person shall be liable for all of
          the obligations under this Lease, without division and discussion
          benefits.

20.16     Titles - The titles and the numbering of the articles have been
          inserted as a matter of convenience and shall not be used to interpret
          the text thereof.

20.17     Time is of the Essence - All delays provided for in the Lease in
          connection with an undertaking or an obligation of the Lessee or of
          the Lessor are of the essence.

20.18     Prohibition to sell by auction - In the event of the Lessee's
          bankruptcy, there shall be no sale by auction, performed by any
          competent authority whatsoever, permitted in the Leased Premises.

ARTICLE 21
REGULATIONS

21.1      The Lessee shall observe the regulations respecting the use of the
          Immovable, which are annexed hereto as Schedule "A", as such
          regulations may be modified by the Lessor, to the extent that they are
          not in contradiction with the Lease. The regulations may differ
          depending on the type of business located in the Immovable but may not
          be discriminatory.

<PAGE>

ARTICLE 22
SPECIAL PROVISIONS/SCHEDULES

22.1         The schedules form an integral part of this Lease.

All parties have agreed to draw up this offer to lease in the English language .
Que tous les parties ont agree de faire ce bail en Anglais.

In witness whereof the Lessee acknowledges that, notwithstanding that the Lease
was drawn up and submitted by the Lessor, the Lessee has negotiated the Lease,
that it understands all of its provisions and that it was given adequate
explanations as to the nature and extent of the Lease. The Lessee has signed
these presents on the this _____26_____________th day of ___April_____
__2000_____.

                                             SWORD COMP-SOFT CORP.
                                                    "Lessee"

                                             Per:
----------------------------------          ------------------------------------
Witness                                      Leonard Stella

In   witness    whereof    the   Lessor   has   signed    these    presents   in
__Montreal___________,       this       ______26____________th       day      of
_____April______,____2000____.





                                               9033-0176 Quebec Inc.
                                                      "Lessor"



                                               Per:
-----------------------------------            ---------------------------------
Witness                                        Leasing Director


<PAGE>

                                  SCHEDULE "A"
                                   REGULATIONS


1.   The Lessee agrees to observe all of the following regulations and any
     additional regulations as the Lessor may from time to time prescribe with
     respect to the proper management of the Immovable.

     1.1  These  regulations  shall  not be  incompatible  with the terms of the
          Lease.

     1.2  Any amendment shall be communicated in writing to the Lessee.

2.   Traffic

     2.1  Access to the Immovable shall at all times be under the control of the
          Lessor's security officer on-duty who may require persons to identify
          themselves and may refuse access for any justifiable reason;

     2.2  Prohibition to Impede Traffic - The Lessee shall not leave or allow
          any objects to be left that might impede the movement of traffic in
          the Common Areas and Facilities of the Immovable.

     2.3  Loading and Unloading - The loading and unloading of merchandise and
          of furniture shall be made at the risk of the Lessee and pursuant to
          instructions from the Lessor.

3.   General Services The work of the Lessee at the interior of the Leased
     Premises with respect to the handling of merchandise and of furniture shall
     be effected by the employees of the Lessor at the cost of the Lessee at
     rates which the Lessor shall from time to time determine.

4.   Public Areas The use of the Common Areas and Facilities  shall be under the
     exclusive control of the Lessor.

5.   Emergencies and Security

     5.1  Any emergency situation shall be brought to the attention of the
          Lessor's security officer.

     5.2  Only  the  stairways  and  emergency  exits  shall be used in cases of
          emergency.

     5.3  Close coordination and cooperation shall be maintained between the
          Lessee's and Lessor's security services, for the protection of the
          Immovable.

<PAGE>

     5.4  Interruption of Services - Elevator, freight elevator and escalator
          service in the Building may be interrupted for reasons of maintenance
          or emergency.

     5.5  No Smoking - Smoking in the elevators and freight elevators and Common
          Areas and Facilities of the Building is prohibited.

6.   Mechanical and Electrical Systems

     6.1  The maintenance of the private mechanical and electrical systems of
          the Lessee shall be maintained by it at its costs, unless there is an
          agreement to the contrary.

     6.2  The allocation of costs of supplying fluids, electrical consumption or
          any other source of energy shall be made by the Lessor.

7.   Vehicles and Animals

     7.1  It is prohibited to bring into the Building or the Leased Premises any
          animal, bicycles or vehicle except for:

               a)   animals  or  vehicles  serving  as  guides  for the blind or
                    otherwise handicapped persons; and

               b)   vehicles which may be authorised in the parking areas, by
                    agreement with the operator of the parking lot and pursuant
                    to instructions from the Lessor.

8.   Machinery, Equipment and Safe Except for office equipment, no machine or
     piece of equipment may be brought into the Building without the approval of
     the Lessor, who may refuse their installation or who may designate a
     specific area in which to place heavy objects in the Leased Premises.

9.   Illegal activities by the Lessee and Peddling The Lessee shall not cause a
     nuisance to its neighbours and shall respect the good order and the
     security of the Immovable. Any peddling and soliciting in the Immovable is
     strictly prohibited and the Lessee agrees to cooperate with the Lessor in
     order to prevent such activities.

10.  Sales and Types of  Business  The sale of  merchandise  and of  services is
     prohibited without the prior approval of the Lessor.

11.  Signs,  Etc. The Lessee  shall  ensure that all signs or objects  which are
     visible from the exterior of the Leased  Premises  are in  accordance  with
     instructions  of the  Lessor.  All  signs  and  advertising  materials  are
     prohibited.

<PAGE>

12.  Advertising, Address

       12.1   The words 4055 Ste. Catherine West, Westmount, Quebec, H3Z 3J8
              shall not be used by the Lessee except to describe the Leased
              Premises or to designate the address thereof.

       12.2   The Lessor reserves the right to prevent any advertising by the
              Lessee which might harm the security, the reputation or the
              operation of the Immovable, and, without limiting the generality
              of the foregoing, the Lessor may prohibit the Lessee from
              advertising any illegal activity or the sale of any illicit or
              objectionable product.

       12.3   The Lessor reserves the right, at any time and without notice to
              the Lessee, to change the address and the postal code for the
              Immovable.

13.  Mechanical and Electrical Systems

       13.1   Special maintenance and repair services for the mechanical and
              electrical systems inside the Leased Premises shall be performed
              only by the Lessor and these special services shall be charged to
              the Lessee according to rates which the Lessor shall from time to
              time establish.

       13.2   Air-conditioning and heating services shall be provided during
              Business Hours. Extra services shall be charged to the Lessee
              pursuant to rates set by the Lessor from time to time.

       13.3   The density of occupancy of the Leased Premises shall not exceed
              one (1) person per one hundred ( 100 ) square feet of Leasable
              Area.

                                       E-6

14.  Utilisation of Incremental  or Fan-Coil units of the  Air-Conditioning  and
     Heating System

       14.1   In order to ensure the proper functioning of the air-conditioning
              system, the Lessee shall not utilise the incremental or fan-coil
              units of the air-conditioning and heating system (perimeter zone)
              for the storage of documents or other items, so as not to affect
              the operation of said units and said system.

<PAGE>

       14.2   Any curtains mounted on the windows shall be placed so as not to
              impede the operation of said units and said air-conditioning
              system.

       14.3   The Lessee shall at all times keep outside windows closed (where
              applicable) and, while the air-conditioning system is operating,
              keep the blinds of all windows exposed to direct sunlight closed
              as well.

15.  Entry Doors to Leased Premises

       15.1   The Lessee shall not change the access systems without the consent
              of the Lessor. Should more than two keys be required for each
              lock, they shall be supplied by the Lessor, at the Lessee's
              expenses. The Lessee shall return all keys of the Leased Premises
              to the Lessor at the Termination of the Lease.

       15.2   The Lessor shall furnished to the Lessee, at its costs, one ( 1 )
              "high disk" to access the Immovable and the elevators, for each
              four hundred ( 400 ) square feet of Leasable Area of the Leased
              Premises. Should more "high disk" be required, they shall be
              supplied by the Lessor, at Lessee's expenses. Every "high disk"
              shall remain the Lessor's property.

16.  Cleaning (Housekeeping) All cleaning services for office spaces and public
     areas shall be performed only by the Lessor's employees, except by written
     agreement to the contrary.

<PAGE>

                                  SCHEDULE "B"
                               STANDARD RESOLUTION

Excerpt from the minutes of a meeting of the Board of Directors of Sword
Comp-Soft Corp. (hereinafter referred to as the "Company") held on____26_____th
day of _April___, ___2000_____.

Be it resolved:

That the Company enters into a Lease Agreement with 9033-0176 Quebec Inc., for
the premises number located in the building bearing civic number , the whole in
accordance with a draft Lease which has been submitted and approved by the Board
of Directors.

That Leonard Stella be duly authorised to enter into a Lease for and on behalf
of the Company and to sign any and all documents necessary in order to give
effect to the Lease.

I hereby certify that the foregoing is a true copy of a resolution passed in a
meeting that has been called and held this 26th day of April, 2000, by all the
Directors of the Company as stated in the minutes of the said meeting and that
the said resolution is hereby still in effect.

This _26____ th day of __April__, __2000___.




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