<PAGE>










                                 EXHIBIT 10.31












                                   Page 182
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               THIS INDENTURE made this 15/th/ day of March, 1999.

BETWEEN:

               KANATA RESEARCH PARK CORPORATION

               (Hereinafter called the "Landlord")

                                                               OF THE FIRST PART

AND:

               NEWBRIDGE NETWORKS CORPORATION

               (Hereinafter called the "Tenant")

                                                              OF THE SECOND PART


       WITNESSETH that in consideration of the rents, covenants, conditions and
agreements herein contained, the Landlord and the Tenant covenant and agree as
follows:

1.00   LEASED PREMISES

       The Landlord hereby leases to the Tenant all those premises consisting of
       One Thousand One Hundred & Fifty One point Three (1,151.3) certified
       rentable square feet of space on the Tenth (10th) floor (herein called
       the "Leased Premises") of the building known municipally as 555 Legget
       Drive, Tower "A" (herein called the "Building") in the City of Kanata
       which said building is erected on the lands (herein called the "Lands")
       described in Schedule "A" annexed hereto. The Leased Premises are more
       particularly outlined on the floor plan annexed hereto and marked
       Schedule "B".

1.01   ADDITIONAL DEFINITIONS

       For the purposes of this Lease and any additions or amendments thereto:

       (a)  "Improvements" means all improvements located on the Lands,
            including the Building, the parking lot or structure servicing the
            Building and other facilities and physical structures which are for
            the exclusive use of occupants of the Building;

       (b)  "Common Areas" means at any time those portions of the Lands and
            Building not leased or designated for lease to tenants but provided
            to be used in common by (or by the sublesses, agents, employees,

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            customers or licensees of) the Landlord, Tenant and other tenants of
            the Building, whether or not they are open to general public and
            shall include any fixtures, chattels, systems, decor, signs,
            facilities or landscaping contained in those areas or maintained or
            used in connection with them, and shall be deemed to include the
            city sidewalks adjacent to the Lands and any pedestrian walkway
            system (either above or below ground), park, or other public
            facility in respect of which the Landlord is from time to time
            subject to obligations arising from the Lands and Building.

       (c)  "Tenant's Proportionate Share" means percent point Ninety One
            percent (.91%) provided the said percentage may be varied based on
            the actual area of the Leased Premises as certified by the Landlord.

2.00   TERM

       To have and to hold the Leased Premises for and during the Term,
       (hereinafter called the "Term") of Five (5) years to be computed from the
       1st day of March, 1999 or from the date the Tenant takes occupancy of the
       Leased Premises, whichever is sooner, and from thenceforth next ensuing
       and fully to be completed and ended on the last day of February, 2004.

2.01   INABILITY TO GIVE OCCUPANCY

       It is hereby agreed that if the Landlord is unable to deliver vacant
       possession of the Leased Premises on the date of commencement of the Term
       by reason of the Leased Premises or the Building being uncompleted or by
       reason of any previous tenant or occupant overholding (but not by reason
       of circumstances beyond the Landlord's control or by reason of the
       failure of the Tenant to complete Tenant's Work herein or by reason of
       the Tenant failing on or before the date occurring six (6) weeks prior to
       the commencement of the Term herein to supply all necessary approvals and
       specifications which the Landlord requires in order to complete the
       Leasehold Improvements herein,) the Landlord shall diligently exercise
       all of its rights to obtain completion and vacant possession of the
       Leased Premises and the rent payable hereunder shall abate at a rental
       per day equal to 1/365th of the Annual Rent payable until such completion
       or vacant possession is obtained but the Landlord shall not be liable to
       the Tenant for damages of any nature whatsoever and this Lease shall
       continue in full force and effect subject only to the abatement of rent
       as aforesaid.

2.02   EARLY OCCUPANCY

       If the Tenant occupies the Leased Premises prior to the commencement of
       the Term, then during the period up to the date of commencement the
       Tenant shall be a tenant of the Landlord subject to all the covenants,
       conditions and agreements set out in this Lease and at a rental per day
       equal to 1/365th of the Annual Rent and Additional Rent and such rental
       shall be paid on or before the commencement of the Term.

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2.03   OVERHOLDING

       If the Tenant shall continue to occupy the Leased Premises after the
       expiration of this Lease with or without the consent of the Landlord and
       without any further written agreement, the Tenant shall be a monthly
       tenant at a rent equivalent to 150% of the Monthly Rent and Additional
       Rent hereby reserved and subject to all the terms and conditions herein
       set out except as to length of tenancy.

3.00   RENT - Basic Rent

       In each year during the Term of this Lease the Tenant covenants and
       agrees to pay without any set-off or deduction whatsoever, to the
       Landlord, as rent for the Leased Premises, and for the non-exclusive use
       of the common areas of the Building on which the Leased Premises is
       located (which common area allocation shall be 12% of the area of the
       Leased Premises), the following:

<TABLE>
<CAPTION>
                                Rental Rate Per              For Leased
         Year                 Sq. Foot Per Annum              Premises         For Common Area      Total Per Annum
----------------------  -------------------------------  ------------------  --------------------  ------------------
<S>                     <C>                              <C>                 <C>                   <C>
         1-5                         $14.00                  $14,390.60            $1,727.60            $16,118.20
</TABLE>

       herein called "Annual Rent".  The Annual Rent will be adjusted
       proportionately for any lease year which is other than twelve months.

3.01   MONTHLY RENTAL

       The Annual Rent shall be payable in equal monthly installments
       (hereinafter called the "Monthly Rent") in advance on the first day of
       each calendar month during the Term.  If the Term commences on any day
       other than the first (1st) or ends on any day other than the last of a
       calendar month, rent for the fraction of a month at the commencement and
       at the end of the Term shall be prorated at a rate per day equal to
       1/365th of the Annual Rent payable.  The Annual Rent and the Monthly Rent
       may be varied based on the actual area of the Leased Premises as
       certified by the Landlord.

3.02   ADDITIONAL RENT

       The Tenant covenants to pay as additional rent all sums to be paid to the
       Landlord hereunder including, without limiting the generality of the
       foregoing, all tax on the Tenant's leasehold improvements, Goods and
       Services Tax and the Tenant's Proportionate Share of the Tax, Capital
       Tax, Landlord's Business Tax and Operating Costs (herein called
       "Additional Rent").

3.03   ESTIMATED ADDITIONAL RENTALS

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       During the Term, the Tenant shall pay to the Landlord monthly in advance
       on the 1st day of each and every month during the Term, one-twelfth
       (1/12) of the amount of such annual Additional Rent as reasonably
       estimated by the Landlord to be due from the Tenant.  Such estimates may
       be adjusted from time to time and re-adjusted by the Landlord and the
       Tenant shall pay to the Landlord monthly installments of Additional Rent
       according to such estimates, as so adjusted.

3.04   DEFICIENCY OF ADDITIONAL RENT

       If the aggregate amount of such estimated Additional Rent payments made
       by the Tenant in any year should be less than the Additional Rent due for
       such year, then the Tenant shall pay to the Landlord as Additional Rent
       within ten (10) days of receipt of notice thereof from the Landlord the
       amount of such deficiency.

3.05   EXCESS OF ADDITIONAL RENTAL INSTALLMENTS

       If the aggregate amount of such Additional Rent payments made by the
       Tenant in any year of the Term should be greater than the Additional Rent
       due for such year, then should the Tenant not be otherwise in default
       hereunder, the amount of such excess will be applied by the Landlord to
       the next succeeding installments of such Additional Rent due hereunder;
       and if there be any such excess for the last year of the Term, the amount
       thereof will be refunded by the Landlord to the Tenant within thirty (30)
       days after the completion of the Landlord's year-end review provided the
       Tenant is not otherwise in default under the terms of the Lease.

3.06   PRO-RATING OF ADDITIONAL RENT

       If only part of any calendar year is included within the Term the amount
       of the Additional Rent payable by the Tenant for such partial year shall
       be prorated and shall be based upon the estimates made by the Landlord
       and upon a final determination of such Additional Rent, the amount
       remaining unpaid at the termination of this Lease shall, notwithstanding
       such termination, be adjusted and paid within a reasonable time
       thereafter.

3.07   PREPAYMENT OF ADDITIONAL RENT

       Notwithstanding the foregoing, if the Landlord is required to pay any
       amount, which it is entitled to collect from the tenants of the Building,
       more frequently than provided for in this Lease or if the Landlord is
       required to prepay any such amount, the Tenant shall pay to the Landlord
       its portion of such amount calculated in accordance with this Lease,
       forthwith upon demand.

3.08   DISPUTE AS TO AMOUNT OF ADDITIONAL RENT

       In the event of any dispute by the Tenant as to the amount of any
       Additional Rent claimed by the Landlord or the amount of the Tenant's
       Proportionate

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       Share thereof, the opinion of the Landlord's auditors shall be conclusive
       and binding as to the amount thereof for any period to which the opinion
       relates.

3.09   POST-DATED CHEQUES

       The Tenant shall, on or before the commencement of each and every Lease
       Year of the Term, including the first Lease Year, deliver to the Landlord
       a series of post-dated cheques, one for each month of the Lease Year,
       drawn for an amount equal to the amount of Monthly Rent and the
       Additional Rent (as estimated by the Landlord) payable in each month of
       such Lease Year, provided that the first such payment is to include also
       any pro-rated Monthly Rent and Additional Rent for the period from the
       date of the commencement of the Term to the first day of the first full
       calendar month in the Term, provided further that the obligation in the
       first Lease Year shall be adjusted to take into account all advance
       rental paid hereunder.

3.10   ADVANCE RENTAL

       The Landlord hereby acknowledges receipt from the Tenant of the sum of
       Five Thousand Three Hundred & Eighty Nine Dollars and Eighty Cents
       ($5,389.50) inclusive of G.S.T. to be held without interest and applied
       against the first and last months' Monthly Rent and Additional Rent.

3.11   MANNER AND PLACE OF PAYMENT OF RENT

       All rent shall, until further written notice is received from the
       Landlord, be paid by the Tenant without any prior demand therefor to
       Kanata Research Park Corporation, at par in the City of Kanata at the
       principal office of, Kanata Research Park Corporation, 555 Legget Drive,
       Suite 206, Kanata, Ontario, Canada K2K 2X3, or at such other place in
       Canada as Kanata Research Park Corporation may designate in writing from
       time to time and shall be payable in lawful money of Canada.  The
       Landlord agrees that payments made to Kanata Research Park Corporation
       pursuant to this Lease shall be deemed to be payments made to the
       Landlord and the Tenant shall not be required to see to the application
       thereof.

3.12   DEFAULT

       Any sums received by the Landlord from or for the account of the Tenant
       when the Tenant is in default hereunder may be applied at the Landlord's
       option to the satisfaction, in whole or part, of any of the obligations
       of the Tenant then due hereunder in such manner as the Landlord sees fit,
       and regardless of any designation or instructions of the Tenant to the
       contrary.

3.13   ACCRUAL OF RENT

       Rent shall be considered as annual and accruing from day to day, and
       where it becomes necessary for any reason to calculate such rent for an
       irregular period of less than one (1) year an appropriate apportionment
       and adjustment shall be made.  Where the calculation of any Additional
       Rent is not made until

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       After the termination of this Lease, the obligation of the Tenant to pay
       such Additional Rent shall survive the termination of this Lease and such
       amounts shall be payable by the Tenant upon demand by the Landlord.

3.14   NET LEASE

       The Tenant acknowledges and agrees that it is intended that this Lease
       shall be a completely carefree net lease for the Landlord and that the
       Landlord shall not be responsible during the Term for any costs, charges,
       expenses or outlays of any nature whatsoever arising from or relating to
       the Leased Premises, whether foreseen or unforeseen and whether or not
       within the contemplation of the parties at the commencement of the Term
       except as shall be otherwise expressly provided for in this Lease and
       other than Income Tax due by the Landlord, the Tenant shall be
       responsible for any business transfer tax, value added tax, multi-stage
       sales tax, goods and services tax or any other tax or levy on rental
       income that may be charged, levied or assessed by any government or other
       applicable taxing authority against the Landlord whether known as a goods
       and services tax or any other name ("Goods and Services Tax").

4.00   TENANT'S BUSINESS TAX

       In each and every year during the Term the Tenant covenants to pay and
       discharge prior to the same becoming due and payable all taxes, rates,
       duties and assessments and other charges that may be levied, rated,
       charged or assessed against or in respect of the Tenant's or other
       occupant's use and occupancy of the Leased Premises or in respect of the
       Tenant's or other occupant's leasehold improvements, equipment,
       machinery, trade fixtures and facilities situate or installed on or in
       the Leased Premises and every tax and licence fee in respect of any and
       every business carried on in the Leased Premises or in respect of the use
       or occupancy thereof by the Tenant (and any and every subtenant, licensee
       or occupant thereof) whether such taxes, rates, duties, assessments and
       licence fees are charged by any municipal, parliamentary, school or other
       body during the term hereby demised.  The Tenant will indemnify and keep
       indemnified the Landlord from and against payment of all loss, costs,
       charges and expenses occasioned by, or arising from any and all such
       taxes, rates, duties, assessments, licence fees, and any and all taxes
       which may in future be levied or charged in lieu of such taxes; and any
       such loss, costs, charges and expenses suffered by the Landlord may be
       collected by the Landlord as rent with all rights of distress and
       otherwise as reserved to the Landlord in respect of rent in arrears.  The
       Tenant further covenants and agrees that upon written request of the
       Landlord, the Tenant will promptly deliver to the Landlord for inspection
       receipts for payment of all such taxes, rates, duties, assessments,
       licence fees and other charges in respect of all improvements, equipment
       and facilities of the Tenant on or in the Leased Premises or in respect
       of any business carried on in the Leased Premises which were due and
       payable up to one (1) month prior to such request.

4.01   LANDLORD'S BUSINESS TAX

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       In the event that there are any taxes, rates, duties, assessments or
       charges levied, rated, charged or assessed against the Landlord by any
       municipal or other governmental authority with respect to the Landlord's
       use or occupancy of any part of the Building or the Land which the Tenant
       is entitled to use in common with other persons or with respect to any
       other part of the Building which the Landlord uses or occupies for the
       purpose of supplying services to the Leased Premises (such taxes, rates,
       duties, assessments or charges hereinafter called the "Landlord's
       Business Tax"), then it is agreed that in addition to all other sums, the
       Tenant is required to pay pursuant to this Lease, the Tenant shall pay to
       the Landlord as Additional Rent, the Tenant's Proportionate Share of such
       Landlord's Business Tax.

4.02   TAX ON TENANT'S LEASEHOLD IMPROVEMENTS

       The Tenant shall pay to the Landlord as Additional Rent, in respect of
       each applicable tax year, an amount equal to that portion of the Tax for
       such tax year, as determined by the Landlord, which may reasonably be
       regarded as being attributable to the fixtures, improvements,
       installations, alterations, additions and equipment from time to time
       made, erected or installed by or on behalf of the Tenant in the Leased
       Premises.

4.03   PROPERTY TAX

       "Tax" in this Lease means an amount equivalent to all taxes, rates,
       duties, levies and assessments whatsoever levied, rated, charged or
       assessed by any municipal, parliamentary, educational, school or other
       governmental authority charged upon the Building, the Lands, the property
       and all improvements now or hereafter appurtenant thereto or upon the
       Landlord on account thereof including all taxes, rates, duties, levies
       and assessments for local improvements and including any tax which has
       been attracted by the Tenant's leasehold improvements and equipment and
       for which the Tenant is responsible hereunder and excluding any portion
       of Tax payable solely by any other tenant and excluding any Tax charged
       against or applicable to the other office buildings constructed on the
       Lands and the parking spaces (excluding visitor parking) applicable to
       such buildings and excluding such taxes as corporate income, capital
       gains, profits or excess profits, taxes assessed upon the income of the
       Landlord, and shall also include any and all taxes which may in future be
       levied in lieu of Tax as hereinbefore defined.

4.04   ALLOCATION OF TAX

       If the Tax or any portion thereof that may be payable by the Tenant by
       reason of this Lease, depends upon an assessment or an approximation of
       an assessment which has not been made by the taxing authority or
       authorities having jurisdiction, the Landlord shall determine the same;
       any such determination made by the Landlord shall be binding upon the
       Tenant unless shown to be unreasonable or erroneous in some substantial
       respect.  The Landlord shall have the right from time to time to
       reasonably allocate and

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       re-allocate Taxes not charged separately to the various buildings
       (including the Building) and the parking garages located on the Lands.

4.05   SEPARATE SCHOOL TAXES

       If the Tenant or any subtenant or licensee of the Tenant or any occupant
       of the Leased Premises shall elect to have the Leased Premises or any
       part thereof assessed for separate school taxes, the Tenant shall pay to
       the Landlord, as additional rent, as soon as the amount of the separate
       school taxes is ascertained, any amount by which the amount of separate
       school taxes exceeds the amount which would have been payable for Tax had
       such election not been made and if the Tenant or any subtenant or
       licensee of the Tenant shall elect to have the Leased Premises or any
       part thereof assessed for separate school taxes as aforesaid and if such
       separate school taxes are less than the taxes which would have been
       payable for school taxes had such election not been made, then and in
       that event, the Tenant shall be entitled to deduct from the rent for the
       first month of the year following which such taxes were payable, the
       amount by which the separate school taxes were less than the amount which
       would have been payable for school taxes in the year prior to such month.

4.06   TAX APPEAL

       Any expense incurred by the Landlord in obtaining or attempting to obtain
       a reduction in the amount of the Tax or the assessment upon which the Tax
       may be based, shall be added to and included in the amount of the Tax and
       if the Tenant shall have paid its Proportionate Share of the Tax and the
       Landlord shall thereafter receive a refund of any portion of the Tax, the
       Landlord shall make an appropriate refund to the Tenant.

4.07   CAPITAL TAX

       "Capital Tax" means the tax or excise imposed or capable of being imposed
       upon the Landlord by any government authority having jurisdiction which
       is measured or based in whole or in part upon the taxable capital
       employed by the Landlord, which said taxable capital shall be deemed to
       be the cost to the Landlord of said Building and Lands computed as if the
       amount of such tax were that amount due if the Building and the Lands
       were the only property of the Landlord, the Landlord was entitled to no
       capital deduction, investment allowance or any other deduction
       whatsoever.  For the purpose of this paragraph the Term "investment
       allowance" and "capital deduction" shall be defined by reference to the
       applicable taxing statute.

5.00   OPERATING COSTS

       "Operating Costs" in this Lease means the total charges, expenses, costs,
       fees, rentals, disbursements or outlays incurred, accrued, paid, payable
       or attributable whether by the Landlord or others on behalf of the
       Landlord for complete repair, maintenance, operation, cleaning and
       management of the Building, Lands and all the improvements thereon and
       the components of

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       each of them (herein collectively called the "Property") such as are in
       keeping with maintaining the standard of a first class commercial
       Property so as to give it high character and distinction; and including,
       without limiting the generality of the foregoing, the cost of all repairs
       and replacements required for such operation and maintenance, the cost of
       maintaining and repairing the heating, air-conditioning, ventilating and
       mechanical systems and equipment in the Building, the cost of operating
       and maintaining any elevators, (including the cost of service contracts);
       the costs of providing hot and cold water; the costs of providing
       electricity not otherwise chargeable to tenants; the costs of all fuel,
       gas and steam used in heating, ventilating and air-conditioning; the cost
       of energy conservation devices or equipment; the cost of snow removal;
       landscape maintenance including the cost of replacing any landscaping on
       the Lands; the cost of window cleaning; the cost of insurance premiums
       for fire, casualty, liability, rental and any other insurance coverage
       maintained by the Landlord in connection with the Property; telephone and
       other utility costs; the amount paid or payable for all salaries, wages
       and benefits and other payments paid to or on behalf of persons engaged
       in the cleaning, supervision, maintenance and repair of the Property
       (including wages of the on site Property Manager); the cost of accounting
       services necessary to prepare the statements and opinions for the tenants
       and to compute the rents and other charges payable by the tenants of the
       Building; the cost of porters, guards and other protection services; the
       cost of providing security services; the cost of garbage or refuse
       removal from the Building not otherwise chargeable to tenants; the cost
       of repair and maintenance of the roadways, curbs, paving, walkways,
       pools, landscaping, lighting and other common facilities and outside
       areas; cost of services provided for the common use of the tenants;
       building management fees or an administrative fee (not exceeding the
       going rate charged by trust companies or first class building Management
       Companies for building management in the Regional Municipality of Ottawa-
       Carleton for similar buildings); the cost of service contracts with
       independent contractors and all other expenses, paid or payable by the
       Landlord in connection with the operation of the Property, but such
       Operating Costs shall not include any interest on any debt or capital;
       retirement of any debt; any amounts directly chargeable by the Landlord
       to any tenant or tenants of the Building and the cost of any repairs paid
       for by insurance proceeds or for which the Landlord was reimbursed by
       insurance proceeds.

5.01   ALLOCATION OF OPERATING COSTS

       In determining the Operating Costs attributable to the Building, the
       Landlord shall have the right from time to time to reasonably allocate
       and re-allocate such Operating Costs which represent operating costs
       incurred for facilities or services shared by the Building and such other
       buildings as are owned or operated by the Landlord and which are not
       charged or allocated separately against the Building and any such other
       building or buildings.  Any such determination made by the Landlord shall
       be binding upon the Tenant unless shown to be unreasonable or erroneous
       in some substantive respect.  The Tenant shall have the right to
       reasonable access to the books and records of

                                   Page 190
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       the Landlord to conduct an examination and to ascertain whether
       allocations of Operating Costs made by the Landlord have been made
       reasonably.

5.02   FULL OCCUPANCY

       If in any year the Building has not been fully occupied for the whole
       year, the amount of the Operating Costs for such year may be adjusted by
       the Landlord, acting reasonably, to an amount which reflects what the
       amount of the Operating Costs would be if the Building had been fully
       occupied for the whole year.

5.03   USE OF ELECTRICITY

       The Tenant's use of electricity in the Leased Premises shall be for the
       operation of office lighting and business machines, such as typewriters,
       desktop computers and other small office machines and shall not at any
       time exceed the capacity of any of the electrical conductors and
       equipment in or otherwise serving the Leased Premises. In order to ensure
       that such capacity is not exceeded and to avert possible adverse effect
       upon the Building's electrical service, the Tenant shall not, without the
       Landlord's prior written consent in each instance, connect any additional
       fixtures, appliances or equipment (other than normal office electrical
       fixtures, lamps, typewriters and similar small office machines) to the
       Building's electric distribution system or make any alteration or
       addition to the electrical system of the Leased Premises existing at the
       commencement of the Term.  If the Landlord grants such consent, the cost
       of all additional risers and other equipment required therefor shall be
       paid as Additional Rent by the Tenant to the Landlord upon demand.  As a
       condition to granting such consent, the Landlord may require the Tenant
       to agree to pay an increase in the Additional Rent for Operating Costs by
       an amount which will reasonably reflect the increased cost of the
       Landlord of the additional electrical services to be furnished to the
       Leased Premises by the Landlord.

5.04   METERS

       The Tenant covenants to pay for the cost of any additional metering which
       may be required by the Landlord to be installed in the Building for the
       purpose of determining the amount of electricity consumed by the Tenant
       in the Leased Premises.

6.00   ASSIGNING OR SUBLETTING

       The Tenant covenants that it will not assign or sublet the Leased
       Premises or any part thereof without the prior written consent of the
       Landlord, which consent shall not be unreasonably withheld save and
       except in the event of any of the following, in which case the Landlord
       may arbitrarily withhold its consent:

       (a)  an assignment or sublet of the whole of the Leased Premises, the
            terms of which have a net present value that are less or more than
            the

                                   Page 191
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            net present value of the terms of the Lease (not including the value
            of initial leasehold improvements, leasing commissions or
            inducements of any kind under the Lease) and in the latter event if
            the Landlord consents to such assigned or sublet the Tenant shall
            pay the increased value to the Landlord as Additional Rent.;

       (b)  a sublet of a part of the Leased Premises;

       (c)  where the assignee or subtenant is then a tenant of the Landlord at
            the Building and the Landlord has or will have during the next
            following six (6) months, vacant space for rent in the Building.

6.01   REQUEST TO ASSIGN OR SUBLET

       If the Tenant requests the Landlord's consent to an assignment of this
       Lease or to a subletting of the whole or any part of the Leased Premises,
       the Tenant shall submit to the Landlord the name and address of the
       proposed assignee or subtenant together with a copy of an offer or
       agreement to assign or sublet or the sublease or assignment and such
       additional information as to the nature of its business and its financial
       responsibility and standing (including financial statements) as the
       Landlord may reasonably require ("required information").

6.02   LANDLORD'S RIGHT TO CANCEL

       Upon receipt of such request and the required information from the
       Tenant, the Landlord shall have the right, exercisable in writing within
       thirty (30) days after such receipt, to cancel and terminate this Lease
       if the request is to assign this Lease or to sublet all of the Leased
       Premises, or, if the request is to sublet a portion of the Leased
       Premises only, to cancel and terminate this Lease with respect to such
       portion, in each case as of the date set forth in the Landlord's notice
       of exercise of right ("Landlord's notice of termination"), which shall be
       neither less than sixty (60) days nor more than one hundred and twenty
       (120) days following the delivery of the Landlord's notice of
       termination.  If the Landlord shall exercise such right, the Tenant shall
       surrender possession of the entire Leased Premises or the portion which
       is the subject of the right, as the case may be, on the date set forth in
       the Landlord's notice of termination in accordance with the provisions of
       this Lease relating to the surrender of the Leased Premises at the
       expiration of the Term.  If this Lease shall be cancelled as to a portion
       of the Leased Premises only, the rent payable by the Tenant under this
       Lease shall be abated proportionately.  In the event that the Landlord
       shall not exercise the right to cancel this Lease, then the Landlord's
       consent to any such request to assign or sublet shall not be unreasonably
       withheld.

6.03   ASSIGNMENT AGREEMENT

       The Landlord's consent to any assignment may be conditional upon the
       assignee entering into an assignment in form and content satisfactory to
       the Landlord, to perform, observe and keep each and every covenant,
       condition

                                   Page 192
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       and agreement in this Lease on the part of the Tenant to be performed,
       observed and kept including the payment of rent and all other sums and
       payments agreed to be paid or payable under this Lease on the days and
       times and in the manner specified.

6.04   CONSENT NOT TO RELEASE TENANT

       In no event shall any assignment or subletting to which the Landlord may
       have consented release or relieve the Tenant from his obligations fully
       to perform all the terms, covenants and conditions of this Lease to be
       performed.

6.05   CHANGE IN CORPORATE CONTROL

       If the Tenant is a corporation or if this Lease, with the written consent
       of the Landlord, is assigned to a corporation, and if at any time during
       the Term any part or all of the corporate shares or voting rights of
       shareholders shall be transferred by sale, assignment, bequest,
       inheritance, trust, operation of law or other disposition, or treasury
       shares be issued, so as to result in a change in the control of such
       corporation by the person or persons now owning a majority of the
       corporate shares thereof, the Landlord may terminate this Lease at any
       time after such change in control by giving the Tenant thirty (30) days
       prior written notice of such termination.  The Tenant shall, at the
       request of the Landlord, make available to the Landlord for inspection or
       copying, or both, all books and records of the Tenant which, alone or
       with other data, show the applicability or inapplicability of this
       paragraph.  If any stockholder or shareholder of the Tenant shall, after
       the request of the Landlord so to do, fail or refuse to furnish forthwith
       to the Landlord any data verified by the affidavit of such stockholder or
       shareholder or other credible person, which data, alone or with other
       data show the applicability or inapplicability of this paragraph, the
       Landlord may terminate this Lease by giving the Tenant thirty (30) days'
       prior written notice of such termination.

6.06   NOTICE OF CHANGE OF CONTROL

       Where there is a change in corporate control of the Tenant, the Tenant
       shall forthwith so advise the Landlord in writing.

6.07   COST OF CONSENT

       The Tenant further agrees that prior to any consent for assignment,
       subletting or change in control being effective and binding upon the
       Landlord, the Tenant shall pay on demand the Landlord's reasonable costs
       (including the Landlord's own administrative costs) incurred in
       connection with the Tenant's request for such consent.

7.00   TENANT'S COVENANTS

       The Tenant further covenants with the Landlord as follows:

7.01   TENANT REPAIRS

                                   Page 193
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       To repair, maintain and keep the Leased Premises and all trade fixtures
       and improvements therein in good and substantial repair subject only to
       defects in construction of the structural members of the Building,
       reasonable wear and tear and damage by fire, lightning and tempest or
       other casualty against which the Landlord is insured (herein collectively
       referred to as "Tenant Repair Exceptions"); and that the Landlord may
       enter and view state of repair and that the Tenant will repair according
       to notice in writing, except for Tenant Repair Exceptions and that the
       Tenant will leave the Leased Premises in good repair, except for Tenant
       Repair Exceptions.  Notwithstanding anything hereinbefore contained, the
       Landlord may in any event make repairs to the Leased Premises without
       notice if such repairs are, in the Landlord's opinion, necessary for the
       protection of the Building and the Tenant covenants and agrees with the
       Landlord that if the Landlord exercises any such option to repair, the
       Tenant will pay to the Landlord together with the next instalment of
       Monthly Rent which shall become due after the exercise of such option all
       sums which the Landlord shall have expended in making such repairs and
       that such sums, if not so paid within such time, shall be recoverable
       from the Tenant as rent in arrears. Provided further that in the event
       that the Landlord from time to time makes any repairs as hereinbefore
       provided, the Tenant shall not be deemed to have been relieved from the
       obligation to repair and leave the Leased Premises in a good state of
       repair.

7.02   RULES AND REGULATIONS

       That the Tenant and his employees and all persons visiting or doing
       business with him on the Leased Premises shall be bound by and shall
       observe rules and regulations annexed hereto or as may hereafter be
       reasonably set by the Landlord of which notice in writing shall be given
       to the Tenant and upon such notice being delivered all such rules and
       regulations shall be deemed to be incorporated into and form part of this
       Lease.

7.03   USE OF PREMISES

       The Leased Premises shall be used only for office purposes.

7.04   INCREASE IN INSURANCE PREMIUMS

       That it will not keep, use, sell or offer for sale in or upon the Leased
       Premises any article which may be prohibited by any insurance policy in
       force from time to time covering the Building including any regulations
       made by any fire insurance underwriters applicable to such policies.  In
       the event the Tenant's occupancy or conduct or business in, or on the
       Leased Premises, whether or not the Landlord has consented to the same,
       results in any increase in premiums for the insurance carried from time
       to time by the Landlord with respect to the Building, the Tenant shall
       pay any such increase in premiums as Additional Rent within ten (10) days
       after bills for such additional premiums shall be rendered by the
       Landlord.  In determining whether increased premiums are a result of the
       Tenant's use or occupancy of the Leased Premises, a schedule issued by
       the organization computing the insurance rate

                                   Page 194
<PAGE>

       on the Building showing the various components of such rate, shall be
       conclusive evidence of the several items and charges which make up such
       rate. The Tenant shall promptly comply with all reasonable requirements
       of the insurance authority or of any insurer now or hereafter in effect
       relating to the Leased Premises.

7.05   CANCELLATION OF INSURANCE

       If any policy of insurance upon the Building or any part thereof or upon
       the Lands or any part thereof shall be cancelled or rendered voidable by
       the insurer by reason of any act, omission or occupation of the Leased
       Premises or any part thereof by the Tenant, any assignee or subtenant of
       the Tenant or by anyone permitted by the Tenant to be upon the Leased
       Premises, and the Tenant, after receipt of notice from the Landlord,
       shall have failed to immediately reinstate such insurance policies or
       avoid cancellation of such insurance policies, the Landlord may at its
       option determine this Lease forthwith by leaving upon the Leased Premises
       notice in writing of its intention so to do and thereupon rent and any
       other payments for which the Tenant is liable under this Lease shall be
       apportioned and paid in full to the date of such determination and the
       Tenant shall immediately deliver up possession of the Leased Premises to
       the Landlord and the Landlord may re-enter and take possession of the
       same or the Landlord shall pay any increased cost of such insurance and
       the Tenant shall pay as Additional Rent, on demand, the amount by which
       the premiums for such insurance are so increased.

7.06   OBSERVANCE OF LAW

       To comply promptly at its own expense with all provisions of law
       including without limitation, federal and provincial legislative
       enactments, building by-laws, and any other governmental or municipal
       regulations which relate to the partitioning, equipment, operation and
       use of the Leased Premises, and to the making of any repairs,
       replacements, alterations, additions, changes, substitutions or
       improvements of or to the Leased Premises.  And to comply with all
       police, fire and sanitary regulations imposed by any federal, provincial
       or municipal authorities or made by fire insurance underwriters, and to
       observe and obey all governmental and municipal regulations and other
       requirements governing the conduct of any business conducted in the
       Leased Premises.  Provided that in default of the Tenant so complying the
       Landlord may at its option where possible comply with any such
       requirement and the cost of such compliance shall be payable on demand by
       the Tenant to the Landlord as Additional Rent.

7.07   WASTE AND OVERLOADING OF FLOORS

       Not to do or suffer any waste or damage, disfiguration or injury to the
       Leased Premises or the fixtures and equipment thereof or permit or suffer
       any overloading of the floors thereof; and not to place therein any safe,
       heavy business machine or other heavy thing without first obtaining the
       consent in writing of the Landlord; and not to use or permit to be used
       any part of the Leased Premises for any dangerous, noxious or offensive
       trade or business

                                   Page 195
<PAGE>

       and not to cause or permit any nuisance in, at or on the Leased Premises;
       and without the prior consent in writing of the Landlord, the Tenant will
       not bring onto or use in the Leased Premises or permit any person subject
       to the Tenant to bring onto or use on the Leased Premises any fuel or
       combustible material for heating, lighting or cooking nor will it allow
       onto the Leased Premises any stove, burner, kettle, apparatus or
       appliance for utilizing the same and the Tenant will not purchase,
       acquire or use electrical current or gas for consumption on the Leased
       Premises except from such supplier thereof as shall have been approved in
       writing by the Landlord.

7.08   INSPECTION

       To permit the Landlord, its servants or agents to enter upon the Leased
       Premises at any time and from time to time for the purpose of inspection
       and of making repairs, alterations or improvements to the Leased Premises
       or to the Building and the Tenant shall not be entitled to compensation
       for any inconvenience, nuisance or discomfort occasioned thereby.  The
       Landlord, its servants or agents may at any time and from time to time
       enter upon the Leased Premises to remove any article or remedy any
       condition which, in the opinion of the Landlord, reasonably arrived at,
       would be likely to lead to cancellation of any policy of insurance and
       such entry by the Landlord shall not be deemed to be a re-entry.  The
       Tenant shall, upon written request of the Landlord, produce audited
       Financial Statements of the Tenant, which statements shall include a
       Balance Sheet, Income Statement, Statement of Retained Earnings,
       Statement of Source and Application of Funds.

7.09   INDEMNITY TO LANDLORD

       To promptly indemnify and save harmless the Landlord for any and all
       liabilities, damages, costs, claims, suits or actions of any nature or
       kind including the full cost to the Landlord in resisting or defending
       the same to which the Landlord shall or may become liable or suffer
       arising out of or by reason of:

       (a)  any breach, violation or non-performance by the Tenant of any of its
            covenants and obligations under this Lease;

       (b)  any damage to property while said property shall be in or about the
            Leased Premises including the systems, furnishings and amenities
            thereof, as a result of the negligence, misuse or wilful act of the
            Tenant, its express or implied invitees, licensees, agents, servants
            or employees; and

       (c)  any injury to any invitee, licensee, agent, servant or employee of
            the Tenant, including death resulting at any time therefrom,
            occurring on or about the Leased Premises, the Property or the
            Lands;

       and this indemnity shall survive the expiry or sooner determination of
       this Lease.

                                   Page 196
<PAGE>

7.10   DAMAGE BY TENANT

       That if the Building including the Leased Premises, the elevators,
       boilers, engines, pipes and other apparatus (or any of them) used for the
       purpose of heating, ventilating or air-conditioning the Building or
       operating the elevators, or if the water pipes, drainage pipes, electric
       lighting or other equipment of the Building or the roof or outside walls
       or other parts of the Building will not function properly or become
       damaged or destroyed through the negligence, carelessness or misuse of
       the Tenant, or of any of its invitees, licensees, agents, servants,
       employees, clients, customers or contractors, or through it or them in
       any way stopping up or injuring any heating, ventilating or air-
       conditioning apparatus, elevators, water pipes, drainage pipes or other
       equipment or parts of the Building, the expense of the necessary repairs,
       replacements or alterations shall be borne by the Tenant and paid
       forthwith on demand to the Landlord as Additional Rent.

7.11   TENANT INSURANCE

       (a)  To maintain in force during currency of this Lease at the Tenant's
            expense insurance policies to cover the following:

            (i)     comprehensive general liability insurance with limits of not
                    less than Five Million Dollars ($5,000,000.00) (including
                    bodily injury and property damage, tenant's legal liability,
                    cross liability and contractual liability) to cover all
                    responsibilities assumed by the Tenant with respect to the
                    use or occupancy of and the business carried on, in or from
                    the Leased Premises, in amounts acceptable to the Landlord;

            (ii)    all risk insurance covering leasehold improvements made or
                    installed by or on behalf of the Tenant in an amount equal
                    to the full replacement value thereof; and

            (iii)   any other insurance that the Landlord (or the Landlord's
                    mortgagee, if any) may reasonably require from time to time
                    in form and amounts and for insurance risks against which a
                    prudent Tenant would protect itself;

       (b)  That all Tenant's insurance required hereunder shall be with
            insurers and upon terms and conditions to which the Landlord has no
            reasonable objection.  Copies of all policies, or certificates
            evidencing the insurance or its renewal shall be delivered to the
            Landlord at the Landlord's request;

       (c)  That all policies of insurance to be maintained by the Tenant shall,
            in the case of general liability insurance, include the Landlord
            (and, where applicable, the Landlord's mortgagee) as additional
            insured and, in the case of all other insurance coverage, contain a
            waiver by the insurer and Tenant of any rights of subrogation or
            indemnity or any other claim

                                   Page 197
<PAGE>

            to which the insurer might otherwise be entitled against the
            Landlord (and mortgagee) or the agents or employees of the Landlord.
            All such insurance policies shall also contain a provision
            prohibiting the insurer from cancelling or altering the insurance
            coverage without first giving the Landlord thirty (30) days prior
            written notice thereof;

       (d)  That if the Tenant fails to take out or maintain in force such
            insurance, the Landlord may take out the necessary insurance and pay
            the premium therefor and the Tenant shall pay to the Landlord the
            amount of such premium immediately on demand as Additional Rent; and

       (e)  That if both the Landlord and the Tenant have claims to be
            indemnified under any such insurance, the indemnity shall be applied
            first to the settlement of the claim of the Landlord and the
            balance, if any, to the settlement of the claim of the Tenant.

7.12   NO ABATEMENT OF RENT

       That there shall be no abatement or reduction of rent and that the
       Landlord shall not be liable for any damage howsoever caused to property
       of the Tenant or of any person subject to the Tenant which is in or upon
       or being brought to or from the Leased Premises or the Building or for
       personal injury (including death) sustained in any manner by the Tenant
       or any person subject to the Tenant while the Tenant or any such person
       is on or upon entering or leaving the Leased Premises or Building unless
       such property damage or personal injury may have been attributable to
       fault or neglect on the part of the Landlord or of any person for whom
       the Landlord is at law responsible, and that the Tenant will indemnify
       and save harmless the Landlord from and against all claims and demands
       made against the Landlord by any person for or arising out of any such
       property damage or personal injury.

7.13   EXHIBITING PREMISES

       To permit the Landlord or its agents or servants to enter and show the
       Leased Premises, during normal business hours, to prospective purchasers
       of the Building and may after notice of termination of this Lease has
       been given or within the last six (6) months of the Term, enter and show
       the Leased Premises to prospective tenants and erect signs stating that
       the premises are "To Let".

                                   Page 198
<PAGE>

7.14   SIGNS

       The Tenant shall not paint, display, inscribe or place any sign, symbol,
       notice or lettering of any kind anywhere outside the Leased Premises or
       within the Leased Premises so as to be visible from the outside of the
       Building or the common areas thereof with the exception only of an
       identification sign at the entrance to the Leased Premises (which sign
       shall be subject to the Landlord's written approval as to size, design
       and location) and the Tenant's name on the directory listing (if any) in
       the main lobby of the Building.

7.15   NAME OF BUILDING

       Not to refer to the Building by any name other than that designated from
       time to time by the Landlord and the Tenant shall use the name of the
       Building for the business address of the Tenant but for no other purpose.

7.16   KEEP TIDY

       The Tenant shall provide its own cleaning and janitorial services.  At
       the end of each business day, the Tenant shall leave the Leased Premises
       in a tidy condition.

7.17   DELIVERIES

       The Tenant shall receive, ship, take delivery of and allow and require
       suppliers or others to deliver or take delivery of merchandise, supplies,
       fixtures, equipment, furnishings, wares or merchandise only through the
       loading entrance and other facilities provided for that purpose and at
       the times set by the Landlord.

7.18   NOTICE OF DAMAGE

       To notify the Landlord promptly of any damage to or defect in the Leased
       Premises or the Building or any part thereof including any electrical,
       plumbing, heating, ventilating, air-conditioning, water, sprinkler or gas
       systems or equipment, or the water pipes, gas pipes, telephone lines or
       electrical apparatus within or leading to the Leased Premises, and in
       case of fire to give immediate notice thereof to the Fire Department.

7.19   ALTERATIONS, ETC

       The Tenant will not make or erect in or to the Leased Premises any
       installations, alterations, additions or partitions or remove or change
       the location or style of any installations, alterations, equipment,
       outlets, piping or wiring relating to the electrical, plumbing, water,
       gas, air-conditioning, heating or ventilating systems without submitting
       drawings and specifications to the Landlord and obtaining the Landlord's
       prior written consent in each instance.  The Tenant must further obtain
       the Landlord's prior written consent to any change or changes in such
       drawings and specifications submitted as aforesaid.  The Tenant's request
       for such consent shall be in writing and

                                   Page 199
<PAGE>

       accompanied by an adequate description of contemplated work and with
       appropriate working drawings and specifications thereof. The Landlord's
       cost of having its architects or engineers examine such drawings and
       specifications shall be payable by the Tenant. The Landlord may require
       that any and all work be performed by the Landlord's contractors or
       workmen or by contractors or workmen engaged by the Tenant but in each
       case only under written contract approved in writing by the Landlord and
       subject to all reasonable conditions which the Landlord may impose and
       subject to inspection by and reasonable supervision of the Landlord
       (including a supervision fee to be paid by the Tenant to the Landlord
       equal to fifteen percent (15%) of the total cost of such work). The
       Landlord may at its option require that only the Landlord's contractors
       be engaged for any mechanical, electrical, plumbing, structural or
       sprinkler work to be done in the Leased Premises. Any work performed by
       or for the Tenant shall be performed by competent workmen whose labour
       union affiliations are not incompatible with those of any workmen who may
       be employed in the Building by the Landlord, its contractors or
       subcontractors. The cost of all such work and of all materials, labour
       and services involved therein and of all services, necessitated thereby
       shall be at the sole cost and expense of the Tenant and shall be
       completed in a good and workmanlike manner and with reasonable diligence
       in accordance with the description of the work approved by the Landlord.
       Any such alterations, additions, and fixtures shall, when made or
       installed, be and become the property of the Landlord without payment
       being made therefor; provided that upon the determination of this Lease
       the Landlord may at its option require the Tenant, or itself at the
       Tenant's expense, to remove the same and to restore the Leased Premises
       to the condition in which they were at the commencement of this Lease.

7.20   CONSTRUCTION LIENS

       The Tenant covenants that he will not suffer or permit during the Term
       hereof any construction or other liens for work, labour, services or
       material ordered by him or for the cost of which he may be in any way
       obligated to attach to the Leased Premises or the Building or the Land
       and that whenever and so often as any such liens shall attach or claims
       therefor shall be filed, the Tenant shall within twenty (20) days after
       the Tenant has notice of the claim for lien, procure the discharge
       thereof by payment or by giving security or in such manner as is or may
       be required or permitted by law.

7.21   SECURITY

       The Tenant will maintain on the Leased Premises sufficient moveable
       property to guarantee the payment of one (1) year's Annual Rent and
       Additional Rent.

7.22   HAZARDOUS SUBSTANCES

       (a)     The Tenant shall not cause or permit any Hazardous Substances to
               be brought onto, created in, released or discharged from, placed
               or disposed of, at or near the Leased Premises, Building or
               Lands;

                                   Page 200
<PAGE>

       (b)     The Tenant shall not cause or permit to occur any violation of
               any federal, provincial, municipal or local law, ordinance, or
               regulation, now or hereinafter enacted (the "Laws"), relating to
               environmental conditions on, under, at, near or about the Leased
               Premises, Building or Lands, or relating to the Landlord, the
               Tenant or the Building, air, soil or ground water condition,
               including without limitation, the generation, storage or disposal
               of Hazardous Substances;

       (c)     For the purposes of this section, "Hazardous Substances" means
               any substance, or class of substance or mixture of substances
               which may be detrimental to the environment, plant or animal
               life, or human health and includes, without limitation,
               flammable, explosives, or radioactive materials, asbestos,
               polychlorinated biphenyls (PCBs), chemicals believed to cause
               cancer or reproductive toxicity, pollutants, contaminants,
               hazardous wastes, toxic substances and related materials,
               petroleum and petroleum products, any substance that, if added to
               water, may degrade or alter or form part of a process of
               degradation or alteration of the quality or temperature of that
               water to the extent that it is detrimental to its use by man or
               by any animal, fish or plant, and substances declared to be
               hazardous or toxic under any law or regulation now or hereafter
               enacted or promulgated by any governmental authority having
               jurisdiction over the Landlord, the Tenant, the Leased Premises
               or the Building (the "Authorities");

       (d)     The Tenant shall, at its own expense, comply with the Laws;

       (e)     The Tenant shall, at its own expense, make all submissions to,
               provide all information required by, and comply with all
               requirements of the Authorities under the Laws;

       (f)     The Tenant shall indemnify, defend and hold harmless the
               Landlord, the Landlord's mortgagees, any manager of the building,
               and their respective officers, directors, beneficiaries,
               shareholders, partners, agents and employees, from all fines,
               suits, procedures, claims and actions of every kind, and all
               costs associated therewith (including legal fees on a solicitor
               and his own client basis and consultants' fees) arising out of or
               in any way connected with any deposit, spill, discharge, or other
               release of Hazardous Substances that occurs during the Term or
               any renewal or extension period, at or from the Leased Premises,
               or which arises at any time from the Tenant's use or occupancy of
               the Leased Premises, or from the Tenant's failure to provide all
               information, make all submissions, and take all steps required by
               this Section or by the Authorities;

       (g)     Notwithstanding any other provision of this Lease, if the Tenant
               creates or brings to the Leased Premises any Hazardous Substances
               or if the conduct of the Tenant's business shall cause

                                   Page 201
<PAGE>

               there to be any Hazardous Substances at or near the Leased
               Premises, or discharged or released on, under or about the Leased
               Premises, the building or the lands upon which the building is
               constructed, the air, soil or ground water, then, notwithstanding
               any rule of law to the contrary, such Hazardous Substances shall
               be and remain the sole and exclusive property of the Tenant and
               shall not become the property of the Landlord, notwithstanding
               the degree of affixation to the Premises of the Hazardous
               Substances or the goods containing the Hazardous Substances. This
               affirmation of the Tenant's interest in the Hazardous Substances
               or the goods containing the Hazardous Substances shall not
               however prohibit the Landlord from dealing with such material as
               otherwise provided for in this Lease.

7.23   NUISANCE

       The Tenant shall not cause or maintain any nuisance in or about the
       Leased Premises, and shall keep the Leased Premises free of debris,
       rodents, vermin and anything of a dangerous noxious or offensive nature
       or which could create a fire hazard (through undue load on electrical
       circuits or otherwise) or undue vibration, heat or noise.

8.00   LANDLORD'S COVENANTS

       The Landlord further covenants with the Tenant:

8.01   QUIET ENJOYMENT

       The Landlord covenants with the Tenant that if the Tenant pays the Annual
       Rent, Additional Rent and all other sums reserved herein and observes and
       performs the covenants, conditions and agreements set out in this Lease,
       the Tenant shall and may peaceably possess and enjoy the Leased Premises
       during the Term without interruption or disturbance from the Landlord.

8.02   TAXES, ETC.

       To pay or cause to be paid all taxes and rates, municipal, parliamentary
       or otherwise, including, without limiting the generality of the
       foregoing, water rates with respect to the Lands, the Building or
       assessed against the Landlord in respect thereof, except those directly
       assessed or charged to or payable by the Tenant or assessed or charged
       with reference to the use or occupation of the Leased Premises and except
       as otherwise provided in this Lease.

8.03   HEATING AND AIR-CONDITIONING

       To provide for heating and air-conditioning so that when heat is
       reasonably required for the reasonable use of the Leased Premises the
       Landlord will furnish heat therefor up to a reasonable temperature and
       when the heating system is not in use and the Landlord considers that
       air-conditioning is reasonably required it will operate the air-
       conditioning systems in the Building.

                                   Page 202
<PAGE>

       The said heating and air-conditioning systems will be maintained by the
       Landlord during normal business hours except during the making of repairs
       and should the Landlord make default in so doing, it shall not be liable
       for any indirect or consequential damages for personal discomfort or
       illness due to such default. The Landlord reserves the right to stop the
       services of the heating and/or air-conditioning equipment when necessary
       by reason of any accident or any repairs, alterations or improvements
       which, in the judgment of the Landlord, are desirable or necessary to be
       made until such repairs, alterations or improvements shall have been
       completed. The Landlord shall have no further responsibility or liability
       for failure to supply the said heating and/or air-conditioning service
       when prevented from doing so, by strikes or by any cause beyond the
       Landlord's reasonable control or by orders or regulations by any body or
       authority having jurisdiction or by other reason of any failure of
       electrical current, steam or water or suitable power supply or inability
       upon the exercise of reasonable diligence to obtain such electrical
       current, steam or water for the operation of the heating or air-
       conditioning equipment.

8.04   REPAIR OF STRUCTURE

       To repair, replace and maintain the structural parts of the Building, and
       to perform such repairs, replacements and maintenance with reasonable
       dispatch, and in a good and workmanlike manner, at any time and from time
       to time, and notwithstanding anything contained herein to the contrary,
       the Tenant shall not be entitled to compensation for any inconvenience,
       nuisance or discomfort occasioned thereby.

8.05   JANITORIAL SERVICES

       To provide janitorial and cleaning services to the common areas of the
       Building.  The Landlord shall not be responsible for any act of omission
       or commission on the part of any person or persons employed to clean the
       Leased Premises or the Building.

8.06   DELAYS IN PROVISION OF SERVICES

       It is understood and agreed that whenever and to the extent that the
       Landlord shall be unable to fulfil, or shall be delayed or restricted in
       the fulfilment of any obligation hereunder in respect of the supply or
       provision of any service or utility or the doing of any work or the
       making of any repairs by reason of being unable to obtain the material,
       goods, equipment, service, utility or labour required to enable it to
       fulfil such obligation or by reason of any statute, law or order-in-
       council or any regulation or order passed or made pursuant thereto or by
       reason of the order or direction of any administrator, controller or
       board, or any governmental department or officer or other authority, or
       by reason of not being able to obtain any permission or authority
       required thereby, or by reason of any other cause beyond its control
       whether of the foregoing character or not, the Landlord shall be entitled
       to extend the time for fulfilment of such obligation by a time equal to
       the duration of such delay or restriction, and the Tenant shall not be
       entitled to compensation for any inconvenience,

                                   Page 203
<PAGE>

       nuisance, discomfort, direct or indirect or consequential damage or
       damages thereby occasioned.

9.00   TENANT'S FIXTURES

       The Tenant may install its usual trade fixtures in the usual manner,
       provided such installation does not damage the structure of the Leased
       Premises or the Building and provided further that the Tenant shall have
       submitted detailed plans and specifications for such trade fixtures to
       the Landlord and obtained its written consent thereto which consent shall
       not be unreasonably withheld.

9.01   REMOVAL OF TENANT'S FIXTURES

       Provided that the Tenant may remove his trade or tenant's fixtures;
       provided further, however, that all installations, alterations,
       additions, partitions, and fixtures other than trade or tenant's fixtures
       in or upon the Leased Premises, whether placed there by the Tenant or the
       Landlord, shall immediately upon such placement, be the Landlord's
       property without compensation therefor to the Tenant and, except as
       hereinafter mentioned in this paragraph shall not be removed from the
       Leased Premises by the Tenant at any time either during or after the
       term.  Notwithstanding anything herein contained, the Landlord shall be
       under no obligation to repair or maintain the Tenant's installations,
       alterations, additions, partitions and fixtures or anything in the nature
       of a leasehold improvement made or installed by the Tenant or Landlord or
       third party; and further, notwithstanding anything herein contained, the
       Landlord shall have the right upon termination of this Lease by affluxion
       of time or otherwise or within six (6) months thereafter to require the
       Tenant to remove, or require the Tenant to pay to the Landlord the cost
       to remove, any installations, alterations, additions, partitions and
       fixtures or anything in the nature of a leasehold improvement made or
       installed by the Tenant, the Landlord or a third party, whether for the
       Tenant or a previous occupant, and make good any damage caused to the
       Leased Premises by such installation or removal.

10.00  DAMAGE OR DESTRUCTION OF LEASED PREMISES

       Provided that if during the continuation of this Lease, the Building or
       the Leased Premises are destroyed or damaged by any cause whatsoever,
       then the following provisions shall apply:

10.01  PARTIAL DAMAGE

       If damage shall occur to the Building or the Leased Premises so that all
       or part of the Leased Premises are rendered untenantable by damage from
       fire or other casualty which, in the reasonable opinion of the Landlord's
       architect, can be substantially repaired under applicable laws and
       governmental regulations within ninety (90) days from the date of such
       casualty (employing normal construction methods without overtime or other
       premium), the Landlord shall cause such damage to be repaired with all
       reasonable speed.

                                   Page 204
<PAGE>

10.02  TOTAL DAMAGE

       If the Building or the Leased Premises are damaged to such an extent that
       the Leased Premises are rendered untenantable by damage from fire or
       other casualty which, in the reasonable opinion of the Landlord's
       architect, cannot be substantially repaired under applicable laws and
       governmental regulations within ninety (90) days from the date of such
       casualty (employing normal construction methods without overtime or other
       premium), then either the Landlord or Tenant may elect to terminate this
       Lease as of the date of such casualty by written notice delivered to the
       other not more than ten (10) days after receipt of such architect's
       opinion (failing which the Landlord shall cause such damage to be
       repaired at its own expense with all reasonable speed).

10.03  OBLIGATION TO REPAIR

       The Landlord's obligation to repair as set forth in the preceding two
       paragraphs hereof is conditional upon the Landlord receiving adequate
       proceeds from policies of insurance maintained in respect of such
       casualties or, if such proceeds are not made available to the Landlord,
       the Landlord electing to obtain its own financing for such repairs.  In
       the event that no such proceeds of insurance are available to the
       Landlord and if the Landlord elects not to obtain its own financing for
       such repairs, then the Landlord shall, by notice in writing to the Tenant
       delivered within ten (10) days after receipt of the opinion of the
       Landlord's architect, notify the Tenant that the Lease is terminated,
       which termination shall be effective as of the date of such casualty.  In
       calculating the amount of insurance proceeds available, the Landlord will
       be deemed to have received the deductible portion of any insurance
       policy.

10.04  ABATEMENT OF RENT

       If the Landlord is required to repair the damage pursuant to the
       provisions hereof and does not elect to terminate the Lease, the Annual
       Rent and Additional Rent payable by the Tenant under this Lease shall be
       proportionately reduced to the extent that the Leased Premises are
       thereby rendered unusable by the Tenant in its business from the date of
       such casualty until completion by the Landlord of the repairs to the
       Leased Premises and the Building so that the Leased Premises are
       thereafter fully usable by the Tenant in its business.

10.05  DAMAGE TO 50% OF BUILDING

       Notwithstanding anything otherwise contained in this Lease, if fifty
       percent (50%) or more of the rentable area of the Building is damaged or
       destroyed and if, in the reasonable opinion of the Landlord's Architect,
       the said rentable area cannot be rebuilt or made fit for the purposes of
       the tenants thereof within ninety (90) days of the date of such casualty,
       the Landlord may, at its option, terminate this Lease by giving notice of
       termination to the Tenant within thirty (30) days of the date of such
       casualty and the Tenant shall, with reasonable dispatch and expedition,
       but in any event within sixty (60) days

                                   Page 205
<PAGE>

       after delivery of the notice of termination, deliver up possession of the
       Leased Premises to the Landlord and the rent and other payments for which
       the Tenant is liable hereunder shall be apportioned and paid to the date
       possession is so delivered up.

10.06  COMPLETION OF REPAIR

       Provided that, if, upon the completion by the Landlord of any repairs
       required as a result of any such destruction or damage, a dispute shall
       arise between the Landlord and the Tenant as to whether or not the Leased
       Premises have been made fit for the purposes of the Tenant under this
       Lease, the Landlord may, at its option, terminate this Lease by giving
       thirty (30) days notice to the Tenant and if such notice shall be given
       this Lease shall, at the expiration of such period, be at an end and the
       Tenant shall deliver up the Leased Premises to the Landlord or whom it
       may appoint and the Landlord may, on demand, recover the full rental
       hereby reserved computed from the date on which such repairs were
       completed up to the date on which the Tenant is required to vacate.

11.00  LIABILITY FOR DAMAGE TO PROPERTY

       In the absence of negligence or wilful act or default on the part of the
       Landlord, its servants, agents or workmen, the Landlord shall not be
       liable or responsible in any way for any loss, damage or injury to any
       person or for any loss of or damage to any property belonging to the
       Tenant, to employees of the Tenant or to any other person while such
       property is in the Leased Premises or in the Building or in or on the
       surrounding, Lands and buildings owned by the Landlord, the areaways, the
       parking garages, the parking areas, lawns, sidewalks, reflective pools,
       steps, platforms, corridors, stairways or elevators whether or not any
       such property has been entrusted to employees of the Landlord and without
       limiting the generality of the foregoing, the Landlord shall not be
       liable for any damage to any such property caused by theft or breakage or
       by steam, water, rain or snow which may leak into, issue or flow from any
       part of the Building or from the water, steam or drainage pipes or
       plumbing works of the Building or from any other place or quarter or for
       any damage caused by or attributable to the condition or arrangement of
       any electric or other wiring or for any damage caused by smoke or
       anything done or omitted by any other tenant in the Building or for any
       other loss whatsoever with respect to the Leased Premises, goods placed
       therein or any business carried on therein.

                                   Page 206
<PAGE>

12.00  DEFAULT OF TENANT

       Provided and it is hereby expressly agreed that if and whenever the
       Annual Rent or Additional Rent hereby reserved or any part thereof shall
       not be paid on the day appointed for payment thereof, whether lawfully
       demanded or not, or in case of breach or non-observance or non-
       performance of any of the covenants, agreements, provisos, conditions or
       Rules and Regulations on the part of the Tenant to be kept, observed or
       performed, or in case the Leased Premises shall be vacated or remain
       unoccupied for fifteen (15) days or in case the Term shall be taken in
       execution or attachment for any cause whatever, then and in every such
       case, it shall be lawful for the Landlord thereafter to enter into and
       upon the Leased Premises or any part thereof in the name of the whole and
       the same to have again, repossess and enjoy as of its former estate,
       anything in this Lease contained to the contrary notwithstanding other
       than the proviso to this paragraph; PROVIDED that the Landlord shall not
       at any time have the right to re-enter and forfeit this Lease by reason
       of the Tenant's default in the payment of the rent reserved by this
       Lease, unless and until the Landlord shall have given to the Tenant
       written notice setting forth the default complained of and the Tenant
       shall have the right during five (5) business days next following the
       date on such notice to cure any such default in payment of rent.  In case
       without the written consent of the Landlord, the Leased Premises shall be
       used by any other person than the Tenant or for any other purpose than
       that for which the same were let or in case the Term or any of the goods
       and chattels of the Tenant shall be at any time seized in execution or
       attachment by any creditor of the Tenant or if the Tenant makes any bulk
       sale, then in any such case this lease shall, at the option of the
       Landlord, cease and determine and the Term shall immediately become
       forfeited and void in accordance with the provisions of Section 15, RIGHT
       OF TERMINATION, herein.

13.00  BANKRUPTCY

       Provided further that, in case without the written consent of the
       Landlord, the Leased Premises shall be used by any other person than the
       Tenant or for any other purposes than that for which the same were let or
       in case the Term or any of the goods and chattels of the Tenant shall be
       at any time seized in execution or attachment by any creditor of the
       Tenant or by the Tenant making any assignment for the benefit of
       creditors or any bulk sale or become bankrupt or insolvent or take the
       benefit of any act now or hereafter in force for bankrupt or insolvent
       debtors, or, if the Tenant is a corporation and any order shall be made
       for the winding up of the Tenant, or other termination of the corporate
       existence of the Tenant, then in any such case this Lease shall, at the
       option of the Landlord, cease and determine and the Term shall
       immediately become forfeited and void and the then current month's rent
       and the next ensuing three (3) months rent and in addition, all cash
       allowances, tenant inducement payments and the value of any other benefit
       paid to or conferred on the Tenant by or on behalf of the Landlord in
       connection with this Lease shall immediately become due and be paid and
       the Landlord may re-enter and take possession of the Leased Premises as
       though the Tenant or

                                   Page 207
<PAGE>

       other occupant or occupants of the Leased Premises was or were holding
       over after the expiration of the Term without any right whatever.

14.00  RE-ENTRY BY LANDLORD

       The Tenant further covenants and agrees that on the Landlord's becoming
       entitled to re-enter upon the Leased Premises under any of the provisions
       of this Lease, the Landlord, in addition to all other rights, shall have
       the right to enter the Leased Premises as the agent of the Tenant either
       by force or otherwise, without being liable for any prosecution therefor
       and to relet the Leased Premises as the agent of the Tenant, and to
       receive the rent therefor and as the agent of the Tenant, to take
       possession of any furniture or other property on the Leased Premises and
       to sell the same at public or private sale without notice and to apply
       the proceeds of such sale and any rent derived from reletting the Leased
       Premises upon account of the rent under this Lease, and the Tenant shall
       be liable to the Landlord for the deficiency, if any.

15.00  RIGHT OF TERMINATION

       The Tenant further covenants and agrees that on the Landlord becoming
       entitled to re-enter upon the Leased Premises under any of the provisions
       of this Lease, the Landlord, in addition to all other rights, shall have
       the right to determine forthwith this Lease and the Term by leaving upon
       the Leased Premises notice in writing of its intention so to do, and
       thereupon, rent shall be computed, apportioned and paid in full to the
       date of such determination of this Lease and any other payments for which
       the Tenant is liable under this Lease shall be paid and the Tenant shall
       immediately deliver up possession of the Leased Premises to the Landlord,
       and the Landlord may re-enter and take possession of the same without
       limiting the generality of the foregoing, in addition to any other rights
       the Landlord may have against the Tenant, in the event the Tenant wishes
       to terminate this Lease early, the Tenant shall be liable for the
       unamortized balance of the cost of the Leasehold Improvements, amortized
       over the Term of the Lease on a straight line basis.

16.00  DISTRESS

       The Tenant waives and renounces the benefit of any present or future
       statute taking away or limiting the Landlord's right of distress, and
       covenants and agrees that notwithstanding any such statute, none of the
       goods and chattels of the Tenant on the Leased Premises at any time
       during the Term shall be exempt from levy by distress for rent in
       arrears.  In the event that the Tenant shall remove or permit the removal
       of any of its goods or chattels from the Leased Premises, the Landlord
       may within thirty (30) days thereafter and if the Tenant is in arrears of
       rent, seize such goods and chattels wherever the same may be found and
       may sell or otherwise dispose of the same as if they had actually been
       distrained upon the Leased Premises by the Landlord for arrears of rent.

17.00  NON-WAIVER

                                   Page 208
<PAGE>

       No condoning, excusing or overlooking by the Landlord of any default,
       breach or non-observance by the Tenant at any time or times in respect of
       any covenant, proviso or condition herein contained shall operate as a
       waiver of the Landlord's rights hereunder in respect of any continuing or
       subsequent default, breach or non-observance, or so as to defeat or
       affect in any way the rights of the Landlord herein in respect of any
       such continuing or subsequent default or breach, and no waiver shall be
       inferred from or implied by anything done or omitted by the Landlord save
       only express waiver in writing.  All rights and remedies of the Landlord
       in this Lease contained shall be cumulative and not alternative.

18.00  CHANGES TO BUILDING

       The Landlord hereby reserves the right at any time and from time to time
       to make changes in, additions to, subtractions from or rearrangements of
       the Building including, without limitation, all improvements at any time
       thereon, all entrances and exits thereto, and to grant, modify and
       terminate easements or other agreements pertaining to the use and
       maintenance of all or parts of the Building and to make changes or
       additions to the pipes, conduits, utilities and other necessary building
       services in the Leased Premises which serve other premises, provided that
       prior to the commencement of the Term, the Landlord may alter or relocate
       the Leased Premises to the extent found necessary by the Landlord to
       accommodate changes in construction design or facilities including major
       alterations and relocations. The Landlord agrees that in performing such
       alterations, it shall do so in a manner so as to minimize any material
       interference with the Tenant's use and enjoyment of the Leased Premises.
       The Landlord shall also have the right during the Term at its reasonable
       expense to relocate the Leased Premises to an alternate location within
       the Building.

19.00  SEVERANCE OF LAND

       The Landlord shall have the right from time to time to sever (for
       purposes of sale, lease, mortgage, charge or otherwise) any part or parts
       of the Land or any buildings or improvements thereon, including the
       creation of rights-of-way, easements and parking arrangements which the
       Landlord deems necessary and the Tenant hereby consents to any such
       severance and agrees to execute, at no cost to the Landlord, any
       documents or consents which the Landlord may request for these purposes.
       If any part or parts of the Land or the buildings or improvements on the
       lands are so severed and are deemed by the Landlord to no longer form
       part of the property, such part or parts shall be excluded from the Lands
       and the property for the purposes of this Lease at the time designated by
       the Landlord and the Tenant shall when requested by the Landlord,
       execute, at no cost to the Landlord, a release of any interest in the
       Lands so excluded.

20.00  COSTS OF COLLECTION

                                   Page 209
<PAGE>

       The Tenant shall pay, as Additional Rent, all costs, expenses and legal
       fees (on a solicitor and his client basis) that may be incurred or paid
       by or on behalf of the Landlord in enforcing the covenants and provisions
       of this Lease.

21.00  PROFITS AND REMEDIES BY LANDLORD

       In addition to all rights and remedies available to the Landlord under
       the provisions of this Lease or by statute or the general law in the
       event of any default by the Tenant of the provisions of this Lease:

21.01  PAYMENTS TO THIRD PARTIES

       The Landlord shall have the right at all times to remedy or attempt to
       remedy any default of the Tenant, and in so doing, may make any payments
       due or alleged to be due by the Tenant to third parties and may enter
       upon the Leased Premises to do any work or other things therein, and in
       any such event, all costs and expenses of the Landlord in remedying or
       attempting to remedy such default shall be payable by the Tenant to the
       Landlord forthwith upon demand as Additional Rent.

21.02  NON-PAYMENT OF ADDITIONAL RENT

       The Landlord shall have the same rights and remedies in the event of any
       non-payment by the Tenant of any amounts payable by the Tenant under any
       provision of this Lease and the parking agreement as in the case of non-
       payment of rent and may be recovered by the Landlord as rent by any and
       all remedies available to the Landlord for the recovery of rent in
       arrears.

21.03  INTEREST ON ARREARS

       The Landlord shall, if the Tenant shall fail to pay any Monthly Rent,
       Additional Rent or other amounts from time to time payable by it to the
       Landlord hereunder promptly when due, be entitled to interest on all such
       Annual Rent, Additional Rent and other amounts which are unpaid and
       overdue under this Lease and the parking agreement, such interest to be
       compounded monthly thereon and to be computed at a rate equal to six
       percent (6%) per annum in excess of the minimum lending rate to prime
       commercial borrowers from time to time charged by the Royal Bank of
       Canada or such other chartered bank as the Landlord may designate, from
       the date upon which such Monthly Rent, Additional Rent and other amounts
       was due until actual payment thereof.

22.00  NOTICE

       Any notice required or contemplated by any provisions of this Lease shall
       be given in writing, enclosed in a sealed envelope addressed, in the case
       of notice to the Landlord c/o Kanata Research Park Corporation, 555
       Legget Drive, Suite 206, Kanata, Ontario, Canada, Canada K2K 2X3 and in
       the case of notice to the Tenant, to it at the Leased Premises and mailed
       by registered mail, postage prepaid or telefaxed.  The time of giving of
       such notice shall be conclusively deemed to be, if mailed the third (3rd)
       business day after the day

                                   Page 210
<PAGE>

       of such mailing, if telefaxed, the next business day following the date
       sent as evidenced by the sender's transmittal record. Such notice shall
       also be sufficiently given if and when the same shall be delivered, in
       the case of notice to the Landlord, to an executive officer of the
       Landlord, and in the case of notice to the Tenant, to him personally or
       to an executive officer, manager or a person who appears to be in charge,
       of the Tenant if the Tenant is a corporation. Such notice, if delivered,
       shall be conclusively deemed to have been given and received at the time
       of such delivery. If, in this Lease, two or more persons are named as
       Tenant, such notice shall also be sufficiently given if and when the same
       shall be delivered personally to any one of such persons. Provided that
       either party may, by notice to the other, from time to time, designate
       another address in Canada to which notices mailed more than ten (10) days
       thereafter shall be addressed. The word "notice" in this paragraph shall
       include any request, demand, direction, or statement in this Lease
       provided or permitted to be given by the Landlord to the Tenant or by the
       Tenant to the Landlord.

23.00  SUBORDINATION, POSTPONEMENT, ATTORNMENT

       The Tenant shall promptly upon the written request of the Landlord, enter
       into an agreement:

       (a)  subordinating the Term and the rights of the Tenant hereunder to any
            mortgage, charge, ground lease, trust deed or debenture present or
            future and all renewals, modifications, replacements or extensions
            thereof, which may affect the Leased Premises, the Property, the
            Lands or the Building;

       (b)  agreeing that the Term hereof shall be subsequent in priority to any
            such mortgage, charge, ground lease, trust deed or debenture;

       provided that the Tenant's obligations under this paragraph shall be
       conditional upon any such mortgagee or secured party entering into a non-
       disturbance agreement with the Tenant under which the Tenant's continued
       possession of the Leased Premises is ensured notwithstanding any act
       taken by the mortgagee or secured party.

23.01  TENANT'S RIGHT TO POSSESSION

       Notwithstanding any postponement or subordination referred to herein, the
       Tenant acknowledges that its obligations under this Lease shall remain in
       full force and effect notwithstanding any action at any time taken by a
       mortgagee, chargee or ground lessor to enforce the security of any
       mortgage charge, ground lease, trust deed or debenture; provided,
       however, that any postponement or subordination given hereunder shall
       reserve to the Tenant the right to continue in possession of the Leased
       Premises under the terms of this Lease so long as the Tenant shall not be
       in default hereunder.

23.02  ATTORNMENT BY TENANT

                                   Page 211
<PAGE>

       The Tenant, whenever requested by any mortgagee (including any trustee
       under a deed of trust and mortgage), chargee or ground lessor, shall
       attorn to such mortgagee, chargee or ground lessor as a tenant upon all
       the terms of this Lease.

24.00  CERTIFICATE

       The Tenant agrees that he will at any time and from time to time upon not
       less than five (5) days' prior notice execute and deliver to the Landlord
       or any mortgagee of the Lands (including a deed of trust and mortgage) a
       statement in writing certifying that this Lease is unmodified and in full
       force and effect (or, if modified, stating the modifications and that the
       same is in full force and effect as modified), the amount of the Annual
       Rental then being paid hereunder, the dates to which the same, by
       instalments or otherwise, and other charges hereunder have been paid, and
       whether or not there is any existing default on the part of the Landlord
       of which the Tenant has notice.

25.00  REGISTRATION

       The Tenant covenants and agrees with the Landlord that the Tenant will
       not register this Lease in this form in any Registry Office or the Land
       Titles Office.  If the Tenant desires to make a registration for the
       purposes only of giving notice of this Lease, then the parties hereto
       shall contemporaneously with the execution of this Lease execute a short
       form thereof solely for the purpose of supporting an application for
       registration of notice thereof.

26.00  PLANNING ACT

       Where applicable, this Lease shall be subject to the condition that it is
       effective only if The Planning Act, 1983, as amended is complied with.
       Pending such compliance the Term and any renewal thereof shall be deemed
       to be for a total period of one (1) year less than the maximum lease Term
       permitted by law without such compliance.

27.00  TRANSFER BY LANDLORD

       In the event of a sale, transfer or lease by the Landlord of the
       Building, the Lands or a portion thereof containing the Leased Premises
       or the assignment by the Landlord of this Lease or any interest of the
       Landlord hereunder, the Landlord shall, without further written
       agreement, to the extent that such purchaser, transferee or lessee has
       become bound by the covenants and obligations of the Landlord hereunder,
       be freed, released and relieved of all liability or obligations under
       this Lease incurred or arising after the date of such sale, transfer or
       lease.

28.00  NO ADVERTISING OF LEASED PREMISES

       The Tenant shall not print, publish, post, display or broadcast any
       notice or advertisement to the effect that the whole or any part of the
       Leased Premises

                                   Page 212
<PAGE>

       are for rent, and it shall not permit any broker or other person to do so
       without the consent in writing of the Landlord.

29.00  TIME OF ESSENCE

       Time shall be of the essence of this Lease.

30.00  LAWS OF ONTARIO

       This Lease shall be deemed to have been made in and shall be construed in
       accordance with the Laws of the Province of Ontario.

31.00  SEVERABILITY OF COVENANTS

       The Landlord and the Tenant agree that all of the provisions of this
       Lease are to be construed as covenants and agreements as though the words
       importing such covenants and agreements were used in each separate
       paragraph hereof.  Should any provision or provisions of this Lease be
       illegal or not enforceable it or they shall be considered separate and
       severable from the Lease and its remaining provisions shall remain in
       force and be binding upon the parties hereto as though the said provision
       or provisions had never been included.

32.00  HEADINGS

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

33.00  SCHEDULES

       The following Schedules attached hereto form part of this Lease:
       Schedules:

34.00  LEASE ENTIRE AGREEMENT

       The Tenant acknowledges that there are no covenants, representations,
       warranties, agreements or conditions expressed or implied, collateral or
       otherwise forming part of or in any way affecting or relating to this
       Lease save as expressly set out in this Lease and that this Lease
       constitutes the entire agreement between the Landlord and the Tenant and
       may not be modified except as herein explicitly provided or except by
       subsequent agreement in writing of equal formality hereto executed by the
       Landlord and the Tenant.

35.00  INTERPRETATION

       IN THIS INDENTURE:

                                   Page 213
<PAGE>

       (a)  "herein", "hereof", "hereby", "hereunder", "hereto", "hereinafter",
            and similar expressions refer to this indenture and not to any
            particular paragraph, section or other portion thereof, unless there
            is something in the subject matter or context inconsistent
            therewith.

       (b)  "business day(s)" means any of the days from Monday to Friday of
            each week inclusive unless such day is a statutory holiday or public
            holiday.

       (c)  "normal business hours" means the hours from 8:00 a.m. to 6:00 p.m.
            on business days.

36.00  SUCCESSORS

       This indenture and everything herein contained shall enure to the benefit
       of and be binding upon the respective heirs, executors, administrators,
       permitted successors and assigns, of the Tenant and other legal
       representatives as the case may be, of each and every of the parties
       hereto, and every reference herein to any party hereto shall include the
       heirs, executors, administrators, permitted successors, assigns and other
       legal representatives of such party, and where there is more than one
       tenant or there is a female party or a corporation, the provisions hereof
       shall be read with all grammatical and gender changes thereby rendered
       necessary and all covenants shall be deemed joint and several.

                                   Page 214
<PAGE>

37.00  JOINT AND SEVERAL COVENANT

       If more than one person executes this Lease as Tenant, each such person
       shall be bound jointly and severally with the other(s), waiving the
       benefit of division and discussion, for the fulfilment of all of the
       obligations of Tenant hereunder.


       IN WITNESS WHEREOF the parties hereto have hereunto affixed their
corporate seals duly attested to by the hands of their proper signing officers
authorized in that behalf.


SIGNED, SEALED AND DELIVERED     )
in the presence of:              )    KANATA RESEARCH PARK
                                 )    CORPORATION
                                 )
                                 )
                                 )
                                 )
                                 ) Per:_______________________________________
                                 ) Name:
                                 ) Title:                      c/s
                                 ) I have the authority to bind the corporation.
                                 )
                                 )    NEWBRIDGE NETWORKS
                                 )    CORPORATION
                                 )
                                 )
                                 )
_____________________________    ) Per:_______________________________________
Witness                          ) Name:
                                 ) Title:                      c/s
                                 )
                                 )
                                 )
_____________________________    ) Per:_______________________________________
Witness                          ) Name:
                                 ) Title:                      c/s
                                 )
                                 ) I/We have the authority to bind the
                                 ) Corporation

                                   Page 215
<PAGE>

                                 SCHEDULE "A"
                                 ------------

                               LEGAL DESCRIPTION
                               -----------------



     FIRSTLY: Parcel 2-1, Section 4M-642, Part of Block 2, Plan 4M-642, in the
     City of Kanata, Regional Municipality of Ottawa Carleton, designated as
     Parts 1 and 2 on Plan 4R-13076.

     (PIN 04517-0740)


     SECONDLY: Part of Parcel 8-1, Section March-4 being part of the Northwest
     half of Lot 8, Concession 4, City of Kanata (formerly Township of March)
     Regional Municipality of Ottawa Carleton, designated as Parts 3 and 4 on
     Plan 4R-13076.

     (Part of PIN 04517-0747)


     THIRDLY:  Part of Parcel 8-1, Section March-4 being part of the Northwest
     half of Lot 8, Concession 4, City of Kanata (formerly Township of March)
     Regional Municipality of Ottawa Carleton, designated as Part 5 on Plan 4R-
     13076.

     (Part of PIN 04517-0617)

                                   Page 216
<PAGE>

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

                                  FLOOR PLAN
                                  ----------

                                   Page 217
<PAGE>

                                 SCHEDULE "C"
                                 ------------
                             RULES AND REGULATIONS
                             ---------------------

The Tenant and its invitees and employees shall observe the following rules and
regulations (as added to, amended or modified from time to time by the
Landlord).

1.     The sidewalks, entrances, elevators, stairways, passageways, shipping
       areas and corridors of the Building shall not be obstructed or used for
       any other purpose by the Tenant than for ingress and egress to and from
       the Leased Premises; the Tenant shall not place or allow to be placed in
       such areas or facilities any waste paper, garbage, refuse or anything
       that shall tend to make them appear unclean or untidy.

2.     The Tenant and its employees shall use washrooms only for the purpose for
       which they were designed and nothing shall be placed in toilets that
       might cause them to block.

3.     Between peak periods, the elevators will be used for transporting
       passengers only and during these periods no large parcels or items of
       equipment will be permitted on the elevators.  Peak periods are between 8
       a.m. and 10 a.m. in the morning, between 12 noon and 2 p.m. in the
       afternoon and between 4 p.m. and 6 p.m. in the evening.

4.     The Tenant shall make arrangements with the Landlord ahead of time when
       elevators are to be used for carrying freight or furniture, etc..
       Elevators must not be used for this purpose until the Landlord has given
       its consent and the elevator cabs have been properly protected.

5.     The Landlord's janitors shall be permitted prompt access to the Leased
       Premises for the purpose of cleaning the office areas thereof.

6.     The Tenant shall not make any noise which might disturb other tenants and
       no animals or bicycles or other vehicles shall be brought into the Leased
       Premises or the Building.

7.     The Leased Premises shall not be used as overnight sleeping
       accommodation, for public sales nor for entertaining purposes.

8.     The Tenant shall make arrangements with the Landlord ahead of time if any
       public meeting is to be held in the Leased Premises and the meeting shall
       not be held until the Landlord's written consent is obtained.

9.     The Tenant shall make arrangements with the Landlord ahead of time to
       install any business machines, electric appliances, etc. and these
       installations will not be made until the Landlord's consent is obtained.

10.    Windows will not be left open so as to admit rain or snow.

11.    The Tenant will not alter any existing locks nor will any additional
       locks or similar devices be attached to any door or window.

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12.    Keys or other devices which are made available to the Tenant for the
       purpose of providing access to the exterior doors of the Building shall
       not be duplicated and shall be returned to the Landlord immediately upon
       termination of the Lease.

13.    All adjustments to mechanical equipment such as thermostats, radiators,
       diffusers, etc. shall be made by the Landlord's staff and no one else.

14.    If the Tenant wishes to install any drapes or blinds in any of the
       windows on the exterior of the Building or on any window of the Leased
       Premises facing the interior of the Building, the Landlord's prior
       written consent must be obtained and further the drapes or blinds
       installed must conform to a uniform colour which the Landlord may at its
       absolute discretion establish.

15.    The Tenant shall not place anything next to or have displayed in the
       windows of the Leased Premises facing into the common areas so as to
       visible therein, without the prior written consent of the Landlord.

16.    No admittance by the Tenant or its agents is permitted on the roof or
       equipment rooms of the Building.

17.    It shall be the responsibility of the Tenant to prevent any person from
       throwing objects out of windows or into the ducts or stairwells of the
       Building, and the Tenant shall pay for any cost, damage or injury
       resulting from any such acts.

18.    The Tenant shall provide adequate receptacles for garbage, refuse and
       waste paper and all such garbage, refuse and waste paper shall be placed
       in such containers.  The Leased Premises shall be kept in a tidy, healthy
       and clean condition.

19.    The Tenant shall not bring upon the Leased Premises any safes, heavy
       equipment, motors or any other thing which might overload floors or
       damage the Leased Premises or the Building.

20.    The Landlord may require that all persons entering and leaving the
       Building at any time other than normal business hours satisfactorily
       identify themselves and register in books kept for the purpose, and may
       prevent any person from entering the Leased Premises unless provided with
       a key thereto and a pass or other authorization from the Tenant in a form
       satisfactory to the Landlord, and may prevent any person removing any
       goods therefrom without written authorization.

21.    The Tenant shall not use or keep inflammable materials in the Leased
       Premises.

22.    The Landlord shall not be responsible for any theft, loss or damage to
       vehicles parked therein whatsoever, or for any injury to the Tenant or
       others in or on the parking facilities whether or not parking charges are
       imposed.

                                   Page 219
<PAGE>

23.    The Landlord shall have the right to establish rules and regulations
       governing the use of the parking facilities from time to time and the
       Tenant hereby agrees to observe and abide by all such rules and
       regulations.

24.    All moving of the Tenant's chattels and trade fixtures and other fixtures
       from or to the Leased Premises shall be performed after business hours
       and shall be supervised by the Landlord, its agents or a security guard
       all at the Tenant's expense.

25.    Smoking is prohibited in all common areas of the Building.

The foregoing rules and regulations, as from time to time amended, are not
necessarily of uniform application, but subject to 7.02 may be waived in whole
or in part in respect of other tenants without affecting their enforceability
with respect to the Tenant or the Leased Premises.  There is no obligation on
the Landlord to enforce the rules and regulations, and the Landlord shall not be
liable by reason of their non-enforcement.

                                   Page 220
<PAGE>

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

                                    PARKING
                                    -------

1.     During the Term the Landlord hereby agrees to allow the Tenant to park
       One (1) vehicle per Three Hundred and Twenty-Three (323) rentable square
       feet of Leased Premises, in the parking facilities located on the Lands
       ("parking facilities").  In the event the Landlord constructs a parking
       structure on the Lands, the Tenant shall then be called upon to pay for
       parking.

2.     The Landlord shall not be responsible for any theft, loss or damage to
       the Tenant's vehicles whatsoever, or for injury to the Tenant or others
       in the parking facilities.

3.     The Landlord shall have the right to establish rules and regulations
       governing the use of the parking facilities from time to time and the
       Tenant hereby agrees to observe and abide by all such rules and
       regulations.

                                   Page 221
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                                 SCHEDULE "E"
                                 ------------

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

1.     Provided the Tenant is in good standing, during the Term has not been in
       substantial default under this Lease and has not assigned this Lease or
       sublet all or a portion of the Leased Premises, the Tenant shall have and
       is hereby granted an option to renew this Lease for a further term of
       five (5) years provided that in order to exercise this option, the Tenant
       shall be required to give to the Landlord notice of the exercise of such
       option in writing not less than six (6) months prior to the date of
       expiry of the initial Term.

2.     Any renewal pursuant to this proviso shall be on the same terms and
       conditions contained in this Lease except:

       (a)  there shall be no additional right of renewal and no Leasehold
            Improvements;

       (b)  the Annual Rent payable by the Tenant for such renewal period shall
            be as agreed upon by the Landlord and Tenant and shall in no event
            be less than the Annual Rent paid during the last year of the Term;
            such agreement to be reached not later than three (3) months prior
            to the expiry of the original Term.  Failing such agreement, this
            option shall be null and void and of no further force and effect.

                                   Page 222
<PAGE>

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

                            LEASEHOLD IMPROVEMENTS
                            ----------------------

The Landlord shall, at its sole cost and expense, supply and install the
following leasehold improvements:

    .       ESD flooring throughout the premises
    .       suite entrance door with sidelights

                                   Page 223
<PAGE>

                                 SCHEDULE "G"
                        ADDITIONAL TERMS AND CONDITIONS


During the Term of this Lease the Landlord hereby agrees to allow the Tenant to
install four (4) gravity mount antennas on the rooftop of the building.  The
Tenant shall install the antennas in accordance with all specifications and
requirements of the Landlord (as further described in Schedule "H" attached
hereto, which includes compliance with the Landlord's Engineer as also noted in
Schedule "H").  The Tenant shall, at its own expense, maintain the antennas
during the Term and remove same at the conclusion of the Term or earlier
termination of the Lease.  The Tenant shall pay for any additional costs
incurred by the Landlord in repairing or maintaining the rooftop of the Building
as a result of the installation, existence and/or removal of the antennas.

The Tenant shall obtain the required approval for the operation of said antennas
from the Department of Communication and/or the Canadian Radio-Television and
Telecommunications Commission and all other applicable regulatory licensing or
building authorities.

                                   Page 224
<PAGE>

                                 SCHEDULE "H"
                        SPECIFICATIONS AND REQUIREMENTS
                          FOR GRAVITY MOUNT ANTENNAS

                                   Page 225