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                                                                    Exhibit 10.3


                    THE MANUFACTURERS LIFE INSURANCE COMPANY

                                   (LANDLORD)



                                       AND



                               MEDIA SYNERGY INC.

                                    (TENANT)









                       ***********************************

                                  OFFICE LEASE

                       ***********************************




Project:          ONTARIO DESIGN CENTRE, 260 KING STREET EAST, TORONTO

Premises:         SUITE C-1 - APPROXIMATELY FIVE THOUSAND, FIVE HUNDRED AND
                  EIGHTY-FOUR (5,584) SQUARE FEET OF RENTABLE AREA

Dated:            DECEMBER 5, 1996
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                                TABLE OF CONTENTS

                             ARTICLE 1 - DEFINITIONS

1.01              Project
1.02              Office Building
1.03              Leased Premises
1.04              Common Areas
1.05              Usable Area of Leased Premises
1.06              Rentable Area of Leased Premises
1.07              Rentable Area of Office Building
1.08              Storage Space
1.09              Proportionate Share
1.10              Property Taxes
1.11              Capital Tax
1.12              Utilities and Services
1.13              Contaminants


                    ARTICLE 2 - COMPLETION OF LEASED PREMISES

2.01              Landlord's Work
2.02              Acceptance of Leased Premises
2.03              Tenant's Work


                           ARTICLE 3 - LEASE AND TERM

3.01              Lease
3.02              Term


                                ARTICLE 4 - RENT

4.01              Rent
4.02              Commencement of Rent
4.03              Payments to Constitute Rent
4.04              Installment Payments of Rent
4.05              Calculation of Rent During Broken Period
4.06              Application of Payments
4.07              Manner of Payment
4.08              Post-Dated Cheques and Pre-Authorized Payment Plan
4.09              Deposit


                              ARTICLE 5 - BASE RENT

5.01              Base Rent
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                                ARTICLE 6 - TAXES

6.01              Property Taxes on Leased Premises
6.02              Determination of Property Taxes
6.03              Business Taxes and Other Taxes of Tenant
6.04              Tax Increases Attributable to Tenant
6.05              Goods and Services Tax


                       ARTICLE 7 - UTILITIES AND SERVICES

7.01              Payment for Utilities and Services
7.02              Interruption of Utilities
7.03              Interior Climate Control
7.04              Janitorial Service
7.05              Electricity
7.06              Washrooms


                           ARTICLE 8 - OPERATING COSTS

8.01              Tenant to Pay Proportionate Share
8.02              Allocation Relating to Alternate Uses
8.03              Adjustment for Vacancies


                           ARTICLE 9 - QUIET ENJOYMENT

9.01              Quiet Enjoyment


                    ARTICLE 10 - COMMON AREAS AND FACILITIES

10.01             Use of Common Area and Facilities
10.02             Parking
10.03             Tenant Not to Interfere
10.04             Interruption and Alteration of Common Areas and Facilities


                          ARTICLE 11 - USE OF PREMISES

11.01             Use of Premises
11.02             Compliance with By-laws
11.03             Use of Names

                         ARTICLE 12 -TENANT'S BEHAVIOUR

12.01             Nuisance
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12.02             Rules and Regulations
12.03             Signs and Exterior Installations


                 ARTICLE 13 - MAINTENANCE, REPAIRS, ALTERATIONS

13.01             Tenant's Maintenance and Repair
13.02             Landlord's Approval
13.03             Performance of Work
13.04             Entry
13.05             Landlord's Repairs
13.06             Notice of Damage
13.07             Damage to Project
13.08             Liens
13.09             Performance by Landlord
13.10             Right to Relocate
13.11             Contaminants


                       ARTICLE 14 -INSURANCE AND LIABILITY

14.01             Tenant's Insurance
14.02             Compliance with Landlord's Insurance
14.03             Loss or Damage
14.04             Landlord's Insurance
14.05             Indemnification of Landlord


                       ARTICLE 15 - DAMAGE, EXPROPRIATION

15.01             Damage to Leased Premises
15.02             Damage to Project
15.03             Decision of Architect
15.04             Expropriation
15.05             Termination on Demolition


                      ARTICLE 16 - FINANCING BY LANDLORDS

16.01             Acknowledgement
16.02             Subordination
16.03             Attornment
16.04             Attorney
16.05             Financial Information


                     ARTICLE 17 - ASSIGNMENT AND SUBLETTING

17.01             Consent Required
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17.02             Conditions of Consent
17.03             Landlord's Option
17.04             No Advertising of Leased Premises
17.05             Corporate Ownership
17.06             Assignment by the Landlord


                              ARTICLE 18 - DEFAULT

18.01             Defaults and Remedies
18.02             Interest and Costs
18.03             Waiver by Tenant
18.04             Enforcement by Landlord
18.05             Waiver of Repudiation of Lease


                            ARTICLE 19 - END OF TERM

19.01             Expiration
19.02             Removal at End of Term
19.03             Surviving Obligations
19.04             Showing Premises
19.05             Overholding


                       ARTICLE 20 - GUARANTOR OBLIGATIONS

20.01


                           ARTICLE 21 - MISCELLANEOUS

21.01             Force Majeure
21.02             Relationship of Parties
21.03             Constitution of Tenant
21.04             Successors
21.05             Entire Agreement
21.06             Severability of Clauses
21.07
21.08             Captions
21.09             Extended Meanings
21.10             Notices
21.11             No Lease Prior to Execution
21.12             Registration
21.13             Governing Law
21.14             Additional Charges
21.15             Net Lease
21.16             Compliance with Planning Statutes, Etc.
21.17             Waiver
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21.18             SURRENDER OF EXISTING LEASE
21.19             TENANT'S RIGHT TO LEASE ADJACENT SPACE


SCHEDULE "A"      Description of Project
SCHEDULE "B"      Plan Showing Leased Premises
SCHEDULE "C"      Rules and Regulations
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                              LEASE OF OFFICE SPACE

This Indenture made the 5TH day of DECEMBER, 1996

BETWEEN:

                    THE MANUFACTURERS LIFE INSURANCE COMPANY

                       (hereinafter called the "Landlord")

                                                               OF THE FIRST PART

                                     - and -

                               MEDIA SYNERGY INC.

                        (hereinafter called the "Tenant")

                                                              OF THE SECOND PART


                                    ARTICLE I

                                   DEFINITIONS

1.01     PROJECT

"Project" means the lands described or shown in Schedule "A" attached hereto as
they are altered, reduced or expanded from time to time, together with the
improvements, buildings, fixtures and equipment(whether chattels or fixtures) on
such lands (but not including tenant's fixtures, improvements or chattels).

1.02     OFFICE BUILDING

"Office Building" means, where Project includes uses other than office uses
(such as retail or residential uses), the portion of the Project allocated and
intended to be leased for office purposes and all Common Areas and Facilities of
the Project ordinarily and primarily used in connection with office tenants of
the Project, but excluding any portion of the Project used for office purposes
but located on a floor which consists primarily of retail tenants. Where the
Project includes only office uses, then "Office Building" means the Project.

1.03     LEASED PREMISES

(a)      "Leased Premises" means the office premises and the storage space (if
         any) shown outlined in red or indicated in Schedule "B" attached
         hereto, containing a Usable Area of approximately FIVE THOUSAND, THREE
         HUNDRED AND EIGHTEEN (5,318) square feet and a Rentable Area of
         approximately FIVE THOUSAND, FIVE HUNDRED AND EIGHTY-FOUR (5,584)
         square feet. The Landlord may appoint an architect, professional
         engineer, or surveyor to determine the Usable Area and

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Rentable Area of the Leased Premises, and any decision by such person shall be
final and binding on the Landlord and the Tenant. The Leased Premises shall
extend on each floor:

         (i)      to the lower face of the finished ceiling;

         (ii)     to the upper face of the structural floor;

         (iii)    to the line of the inside surface of the glass in the outer
                  building walls or where an outer building wall contains no
                  glass, to the inside surface of the outer building wall;

         (iv)     in the case of a multiple tenancy floor to the boundaries set
                  out in clause (iii) and to the centre line of any interior
                  walls separating the Leased Premises from adjoining premises
                  intended for leasing, and to the inside face of walls
                  separating the Leased Premises from corridors, or other parts
                  of the Common Areas and Facilities of the Project.

(b)      The Leased Premises shall include the paint or other finishing element
         that may be applied to the above mentioned boundaries of the Leased
         Premises. The Leased Premises shall include any doors, windows (except
         exterior building windows), or other coverings of any opening in such
         boundaries, whether within or beyond the line formed by adjacent
         surfaces of such boundaries, and all leasehold improvements and
         fixtures within the Leased Premises, together with any pipes, wires,
         utility lines or similar facilities that serve the Leased Premises
         exclusively, whether or not located within the above mentioned
         boundaries. The Leased Premises shall include lobbies, stairs,
         washrooms, air-conditioning rooms, janitors' closets, or electrical
         closets, and other rooms or service areas, located within and serving
         the Leased Premises exclusively.

(c)      The Leased Premises shall not include elevator shafts, flues, stacks,
         pipes, shafts, vertical ducts and service rooms or areas and lobbies,
         stairs or washrooms, provided by the Landlord for use in common with
         other tenants, and the enclosing walls of any of the foregoing, but
         shall include the paint or other finishing clement applied to the
         Leased Premises side of any of the foregoing.

IN CLARITY, THE LEASED PREMISES SHALL NOT INCLUDE ANY PREMISES WHICH ARE NOT FOR
THE EXCLUSIVE USE OF THE TENANT.

1.04     COMMON AREAS AND FACILITIES

"Common Areas and Facilities" means all that part of the Project including
lands, improvements, buildings, parts of buildings, fixtures and equipment
(whether chattels or fixtures) which at any time is not included in premises
leased to tenants or intended to be leased to tenants.

1.05     USABLE AREA OF LEASED PREMISES

"Usable Area of the Leased Premises" on any floor shall be computed by measuring
the horizontal area in accordance with Section 1.03 without deduction for
columns and projections necessary to the building, but shall exclude all Storage
Space on such floor.

1.06     RENTABLE AREA OF LEASED PREMISES



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"Rentable Area of the Leased Premises" on a single tenancy floor shall equal the
Usable Area of the Leased Premises. "Rentable Area of the Leased Premises" on a
multiple tenancy floor shall equal the product of the Usable Area of such floor,
as if it were leased as a single tenancy floor, multiplied by a fraction whose
numerator is the Usable Area of the Leased Premises and whose denominator is the
Usable Area of all premises intended for leasing on such floor (excluding any
Storage Space).

1.07     RENTABLE AREA OF OFFICE BUILDING

"Rentable Area of the Office Building" means the total of the Rentable Areas of
all premises intended for leasing on all floors in the Office Building computed
in accordance with Section 1.06 hereof. The Landlord may appoint an architect,
professional engineer, or surveyor to determine the Rentable Area of the Office
Building and any decision by such person as to the Rentable Area of the Office
Building shall be final and binding on the Landlord and the Tenant. The Rentable
Area of the Office Building may be adjusted from time to time to take account of
any alteration to the buildings in the Project or any change in the leasing
pattern in the Project.

1.08     STORAGE SPACE

"Storage Space" means any space leased or set aside for leasing by the Landlord
exclusively for the purpose of storage, and shall not include any area within
the Leased Premises, or any other premises intended for leasing for office
purposes, which may be used by any tenant for storage.

1.09     PROPORTIONATE SHARE

"Proportionate Share" means the fraction which has as its numerator the Rentable
Area of the Leased Premises and as its denominator the Rentable Area of the
Office Building.

1.10     PROPERTY TAXES

"Property Taxes" means all taxes, rates, local improvement rates, impost
charges, duties, assessments or levies which may be levied, rated, charged or
assessed against property, whether real or personal, moveable or immoveable, by
any authority having jurisdiction, whether federal, provincial, municipal,
school board, utility commission or other, and includes any taxes or levies
which may be imposed on the Landlord or the Tenant or anyone else on account or
in lieu thereof, whether or not forming a charge on the property itself, and any
other taxes, rates, duties, assessments or levies which may hereafter be levied
in lieu of, or of a nature similar to, the foregoing, and whether recurring
annually, or at other intervals, or on a special or single instance only.

1.11     CAPITAL TAX

"Capital Tax" is an amount imputed by the Landlord to the Project for tax or
taxes imposed from time to time upon the Landlord or the owners by any taxing
authority based upon or computed by reference to the capital invested in the
Project. Capital Tax will be imputed, (i) as if the Project were the only
property of the Landlord or the owners; and (ii) on the basis of the Landlord's
determination of the amount of capital attributable to the Project.

1.12     UTILITIES AND SERVICES


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"Utilities and Services" (or "Utility and Service", as the case may be) include
the supply of water, hot water, climate control, steam, chilled water, heating,
ventilating and air conditioning, gas, electricity, light bulbs, tubes and
ballasts, energy saving equipment and programmes, sewage disposal service,
janitorial and cleaning services and supplies, exterior and interior window
cleaning, garbage and trash removal, telephone and cable television (if any).

1.13     CONTAMINANTS

"Contaminants" means any and all hazardous substances, hazardous waste, toxic
waste, contaminants, pollutants or related materials, including without
limitation, heavy oil, pesticides, flammables, explosives, radioactive
materials, asbestoses, urea formaldehyde foam insulation, radon gas, PCB, any
products of waste, or any other contaminants, pollutants, substances or products
declared to be hazardous or toxic under the Applicable Laws. "Applicable Laws"
means any statutes, laws, by-laws, regulations, ordinances, and requirements of
governmental and other public authorities having jurisdiction over or in respect
of the Project, or any portion thereof, and all amendments thereto at any time
and from time to time.

                                    ARTICLE 2

                          COMPLETION OF LEASED PREMISES

2.01     LANDLORD'S WORK

WITH RESPECT TO THE INITIAL CONSTRUCTION OF THE LEASED PREMISES ONLY, THE
LANDLORD SHALL PROVIDE LEASEHOLD IMPROVEMENTS IN THE LEASED PREMISES TO A
MAXIMUM COST TO THE LANDLORD OF THIRTY-FIVE THOUSAND DOLLARS ($35,000.00) (THE
"ALLOWANCE"). IN THE EVENT THAT THE TOTAL COSTS OF THE LEASEHOLD IMPROVEMENTS
EXCEED THE ALLOWANCE, THE TENANT SHALL PAY SUCH EXCESS COSTS TO THE LANDLORD
FORTHWITH UPON DEMAND AS ADDITIONAL RENT.

2.02     ACCEPTANCE OF LEASED PREMISES

After the Tenant has received notice from the Landlord that the Leased Premises
have been completed to the extent that the Tenant may inspect the Leased
Premises and may notify the Landlord in writing prior to taking possession of
the Leased Premises of any defects or faults in the Landlord's work. Unless such
notice is received prior to taking possession, the Tenant shall be deemed to
have accepted the Landlord's Work and the Leased Premises in all respects and
the Landlord shall have no further responsibility with respect to any defects or
faults in the construction thereof. If the Tenant notifies the Landlord of any
defects or faults, and such defects or faults substantially interfere with the
carrying on of the Tenant's business, then the Tenant shall not enter the Leased
Premises, and the commencement of the Term shall be postponed until such defects
or faults have been corrected to the extent that they no longer substantially or
materially interfere with the carrying on of the Tenant's business. If the
Landlord and Tenant cannot agree on any matter relating to the existence or
nature of any alleged defect or fault, or the correction thereof, within three
(3) business days after the delivery of the Tenant's notice referred to above,
the question shall be resolved by the written decision of the Landlord's
architect or professional engineer, whose decision shall be final and binding on
the Landlord and the Tenant. If any such defects or faults are matters which do
not substantially interfere with the carrying on of the Tenant's business, the
commencement of the Term shall not be postponed and the Landlord shall be
obligated to correct such defects within a reasonable time. Commencement of
business on the Leased Premises shall be conclusive evidence that the Tenant has
accepted the

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Leased Premises as free of any defects or faults which are the responsibility of
the Landlord, except such defects or faults as the Landlord and Tenant have
agreed in writing may be corrected by the Landlord after commencement of
business.

2.03     TENANT'S WORK

THE TENANT SHALL ENTER THE LEASED PREMISES ON THE DAY THE TERM COMMENCES AND
SHALL THEREAFTER DILIGENTLY CARRY OUT THE PREPARATION OF THE LEASED PREMISES FOR
THE COMMENCEMENT OF BUSINESS, IN A GOOD AND WORKMANLIKE MANNER, IN ACCORDANCE
WITH PLANS AND SPECIFICATIONS WHICH HAVE FIRST BEEN APPROVED BY THE LANDLORD.

                                    ARTICLE 3

                                 LEASE AND TERM

3.01     LEASE

In consideration of the rents, covenants and agreements hereinafter reserved and
contained to be paid, observed and performed by the Tenant, the Landlord hereby
demises and leases to the Tenant the Leased Premises to have and to hold the
same for and during the Term set out in Section 3.02. The Tenant hereby accepts
the Lease of the same. In addition, the Tenant shall have the rights set out in
Article 10 to use and enjoy the Common Areas and Facilities of the Project.

3.02     TERM

The term of this Lease shall be for a period of FIVE (5) years commencing on 1ST
DAY OF DECEMBER, 1996 (the "Commencement Date") and to be fully completed and
ended on the 30TH DAY OF NOVEMBER, 2001 (the "Term").

                                    ARTICLE 4

                                      RENT

4.01     RENT

The Landlord reserves and the Tenant covenants and agrees to pay to the Landlord
yearly and every year during the Term as rent in lawful money of Canada, without
any deduction, compensation, set-off or abatement whatsoever (except as
expressly provided herein) each of the following (herein called "Rent"):

(a)      Base Rent; (Article 5)

(b)      taxes attributable to the Leased Premises; (Article 6)

(c)      charges for Utilities and Services; (Section 7.01)

(d)      the Tenant's Proportionate Share of Operating Costs; (Article 8)


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(e)      such other monies, costs or charges as are required to be paid by the
         Tenant pursuant to any provision of this Lease.

4.02     COMMENCEMENT OF RENT

Rent shall commence on the 1ST day of DECEMBER, 1996 (the "Rent Commencement
Date").

4.03     PAYMENTS TO CONSTITUTE RENT

All the payments set out in Section 4.01 hereof shall constitute rent or
additional rent and shall be deemed to be and shall be paid as rent, whether or
not any payment is payable to the Landlord or otherwise and whether or not as
compensation to the Landlord for expenses to which it has been put. In the event
of non-payment or late payment thereof, the Landlord shall have the same
remedies as it is entitled to under this Lease and by law for non-payment of
rent. If any such payments are also due to third parties, the Landlord shall
have the right to make such payments to the third parties, and the Tenant shall
promptly reimburse the Landlord for such payments, as additional rent.

4.04     INSTALMENT PAYMENTS OF RENT

The items of Rent listed in Section 4.01 shall be payable, unless otherwise
provided herein, in equal monthly instalments in advance on the first day of
each and every month during the Term. Where the method of determining the amount
of any such monthly instalment is not stated elsewhere in this Lease, the
Landlord shall have the right from time to time to reasonably estimate the
amount of the relevant item of Rent on a yearly or other appropriate basis, and
if the Landlord does so and notifies the Tenant thereof, the Tenant shall
thereafter pay such item of Rent as estimated, in equal monthly instalments on
the first day of each and every month. The Landlord may from time to time revise
the amount of the monthly instalments. When the final amount of each item of
Rent is established for any calendar year or such other period as the Landlord
may determine, the Landlord shall notify the Tenant thereof and any underpayment
shall, unless otherwise provided herein, forthwith be paid by the Tenant to the
Landlord without interest. Any overpayment may be paid by the Landlord to the
Tenant without interest or credited to the Tenant's account and held by the
Landlord without interest and applied to payment falling due under the Lease.
NOTWITHSTANDING THE FOREGOING, THE LANDLORD SHALL NOTIFY THE TENANT OF ANY
OVERPAYMENT AND THE TENANT MAY REQUEST REPAYMENT OF SUCH OVERPAID AMOUNT AT THE
END OF EACH CALENDAR YEAR ONCE THE YEAR END ADJUSTMENTS ARE COMPLETED BY THE
LANDLORD.

4.05     CALCULATION OF RENT DURING BROKEN PERIOD

If the Rent Commencement Date is other than the first day of a full period in
respect of which any of the items of Rent listed in Section 4.01 is calculated,
or the day of termination of this Lease other than the last day of such a full
period, then unless otherwise provided herein, the amount of such item of Rent
payable in respect of the broken period shall be determined on a prorated daily
basis. Instalments due in respect of any broken period shall be in such amount
as the Landlord may reasonably estimate.

4.06     APPLICATION OF PAYMENTS

All payments made to the Landlord by the Tenant may be applied, imputed or
appropriated by the Landlord towards payment of any of the items of Rent listed
in Section 4.01 or any other monies due or owing by the

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Tenant to the Landlord at the date of such payment regardless of the purpose for
which the payment was made or the intended application of the payment by the
Tenant.

4.07     MANNER OF PAYMENT

Unless otherwise specifically provided herein, all payments of Rent shall be
payable without any prior demand therefor at such place and directed to such
person as the Landlord may designate from time to time. Until further notice,
all Rent shall be paid to:

                           ENTERPRISE PROPERTY GROUP LIMITED
                           Ontario Design Centre
                           260 King Street East
                           3rd Floor
                           Toronto, Ontario
                           M5A 4L5

                           Attention:  Property Manager

4.08     POST-DATED CHEQUES AND PRE-AUTHORIZED PAYMENT PLAN

The Landlord may at any time, and from time to time, require the Tenant to
provide to the Landlord a series of monthly post-dated cheques, each cheque in
the amount of the monthly instalment of Base Rent together with the Landlord's
reasonable estimate of the monthly instalment of the other items of Rent listed
in Section 4.01 or to participate and execute the documentation necessary to
take part in the Landlord's pre-authorized payment plan. In the event of any
change in such estimates, the Landlord may return any outstanding post-dated
cheques and require a new series of monthly post-dated cheques.

4.09     DEPOSIT

(a) THE LANDLORD ACKNOWLEDGES RECEIPT OF FIVE THOUSAND AND FIFTY-FOUR DOLLARS
AND SIXTY-FIVE CENTS ($5,054.65) WHICH AMOUNT INCLUDES GOODS AND SERVICES TAX,
TO BE APPLIED TOWARDS RENT LAST PAYABLE UNDER THIS LEASE. THE LANDLORD ALSO
CONFIRMS THAT THE REMAINING DEPOSIT IN THE AMOUNT OF ONE THOUSAND, FOUR HUNDRED
AND EIGHTEEN DOLLARS AND ELEVEN CENTS ($1,418.11) HELD BY THE LANDLORD UNDER THE
EXISTING LEASE (AS HEREINAFTER DEFINED) SHALL ALSO BE APPLIED TOWARDS RENT LAST
PAYABLE UNDER THIS LEASE.

(b)


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                                    ARTICLE 5

                                    BASE RENT

5.01     BASE RENT

The Tenant shall pay to the Landlord yearly and every year during the Term a
base rent (herein called "Base Rent") of:

         (i)      during the period of time from DECEMBER 1, 1996 through to
                  NOVEMBER 30, 1997, the annual sum of TWELVE THOUSAND, FOUR
                  HUNDRED AND TWENTY-FOUR DOLLARS AND FORTY CENTS ($12,424.40)
                  payable in advance in equal monthly instalments of ONE
                  THOUSAND AND THIRTY-FIVE DOLLARS AND THIRTY-SEVEN CENTS
                  ($1,035.37) each on the first day of each month, based upon an
                  annual rate of FOUR DOLLARS AND FORTY-FIVE CENTS ($4.45) per
                  square foot based on a RENTABLE AREA OF 2,792 SQUARE FEET
                  ONLY;

                  (THE PARTIES ACKNOWLEDGE THAT NOTWITHSTANDING THE ACTUAL
                  RENTABLE AREA OF THE LEASED PREMISES, THE TENANT SHALL ONLY BE
                  REQUIRED TO PAY BASE RENT DURING THE PERIOD FROM DECEMBER 1,
                  1996 TO AND INCLUDING NOVEMBER 30, 1997, BASED ON A RENTABLE
                  AREA OF 2,792 SQUARE FEET.)

         (ii)     during the period of time from DECEMBER 1, 1997 through to
                  NOVEMBER 30, 1998, the annual sum of NINETEEN THOUSAND, TWO
                  HUNDRED AND SIXTY-FOUR DOLLARS AND EIGHTY CENTS ($19,264.80)
                  payable in advance in equal monthly instalments of ONE
                  THOUSAND, SIX HUNDRED AND FIVE DOLLARS AND FORTY CENTS
                  ($1,605.40) each on the first day of each month, based upon an
                  annual rate of THREE DOLLARS AND FORTY-FIVE CENTS ($3.45) per
                  square foot of the Rentable Area of the Leased Premises; and



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         (iii)    during the period of time from DECEMBER 1, 1998 through to
                  NOVEMBER 30, 1999, the annual sum of TWENTY-ONE THOUSAND, TWO
                  HUNDRED AND NINETEEN DOLLARS AND TWENTY CENTS ($21,219.20)
                  payable in advance in equal monthly instalments of ONE
                  THOUSAND, SEVEN HUNDRED AND SIXTY-EIGHT DOLLARS AND
                  TWENTY-SEVEN CENTS ($1,768.27) each on the first day of each
                  month, based upon an annual rate of THREE DOLLARS AND EIGHTY
                  CENTS ($3.80) per square foot of the Rentable Area of the
                  Leased Premises.

         (iv)     during the period of time from DECEMBER 1, 1999 through to
                  NOVEMBER 30, 2000, the annual sum of TWENTY-TWO THOUSAND,
                  EIGHT HUNDRED AND NINETY-FOUR DOLLARS AND FORTY CENTS
                  ($22,894.40) payable in advance in equal monthly instalments
                  of ONE THOUSAND, NINE HUNDRED AND SEVEN DOLLARS AND
                  EIGHTY-SEVEN CENTS ($1,907.87) each on the first day of each
                  month, based upon an annual rate of FOUR DOLLARS AND TEN CENTS
                  ($4.10) per square foot of the Rentable Area of the Leased
                  Premises.

         (v)      during the period of time from DECEMBER 1, 2000 through to
                  NOVEMBER 30, 2001, the annual sum of TWENTY-FOUR THOUSAND, TWO
                  HUNDRED AND NINETY DOLLARS AND FORTY CENTS ($24,290.40)
                  payable in advance in equal monthly instalments of TWO
                  THOUSAND AND TWENTY-FOUR DOLLARS AND TWENTY CENTS ($2,024.20)
                  each on the first day of each month, based upon an annual rate
                  of FOUR DOLLARS AND THIRTY-FIVE CENTS ($4.35) per square foot
                  of the Rentable Area of the Leased Premises.

         If the Landlord in accordance with Section 1.03 hereof determines that
         the Rentable Area of the Leased Premises is other than the area set out
         in Section 1.03 there shall be a proportionate increase or decrease in
         the Base Rent, retroactive to the Rent Commencement Date.

                                    ARTICLE 6

                                      TAXES

6.01     PROPERTY TAXES ON LEASED PREMISES

The Tenant shall pay to the Landlord, as additional rent all Property Taxes
levied, rated, charged or assessed during the Term on or in relation to the
Leased Premises, or any part thereof or allocated thereto under Section 6.02.
Payment shall be due in equal monthly instalments over the period Property Taxes
are collected by the taxing authority, based on estimates by the Landlord, such
that the Landlord will have in its hands an amount sufficient to pay each
instalment of Property Taxes when due to the taxing authorities. If the Landlord
so directs, the Tenant shall pay Property Taxes directly to the taxing
authorities. In that event the Tenant shall make payment on or before the due
date of each instalment and shall provide to the Landlord on demand evidence of
payment in the form of receipted bills.

6.02     DETERMINATION OF PROPERTY TAXES

(a)      If in any year with respect to any Property Taxes the Leased Premises
         are assessed separately by the relevant authorities, the Property Taxes
         payable by the Tenant under Section 6.01 shall be computed

                                       9
<PAGE>   16
         on the basis of such separate assessments. The Tenant shall, subject to
         obtaining the Landlord's prior written approval (not to be unreasonably
         withheld) and subject to providing the Landlord with such security in
         respect of such appeal as the Landlord shall reasonably require, be at
         liberty from time to time to appeal any such separate assessments
         directly to the taxing authorities and shall give notice of such appeal
         to the Landlord immediately upon filing the notice of appeal with the
         taxing authorities and keep the Landlord informed as to the progress of
         proceedings in respect thereof. The Tenant shall pay all Property Taxes
         based on such separate assessments, notwithstanding any such appeal
         and, notwithstanding that the separate assessments may include
         assessment relating to property or rights additional to the Leased
         Premises, such as Tenant's improvements, or an allocation to the Tenant
         of part of the assessment of Common Areas and Facilities.

(b)      If in any year with respect to any Property Taxes the Leased Premises
         are not assessed separately as described in subsection (a), the
         Property Taxes payable by the Tenant under Section 6.01 shall be
         determined by the Landlord by allocating the Property Taxes levied or
         assessed against the total Project, or those portions that are not
         separately assessed, on a proportionate share basis. The Landlord shall
         allocate an equitable portion of the Property Taxes to any vacant
         premises intended for leasing, which portion shall not be included in
         the taxes described in Section 8.01(a).

6.03     BUSINESS TAXES AND OTHER TAXES OF TENANT

In each and every year during the Term, the Tenant shall pay as additional rent
and discharge as and whenever they become due, and indemnify the Landlord from
and against payment of, and any interest or penalty in respect of, the
following:

(a)      all Property Taxes in respect of tenant's fixtures, leasehold
         improvements, equipment or facilities on or about the Leased Premises,
         other than such as are included in the Property Taxes payable under
         Section 6.01;

(b)      every tax, licence fee, rate, duty, and assessment of every kind
         (herein called "Business Taxes") with respect to any business carried
         on by the Tenant in the Leased Premises or by any subtenant, licensee,
         concessionaire or franchisee or anyone else, or in respect of the use
         or occupancy of, the Leased Premises by the Tenant, its subtenants,
         licensees, concessionaires or franchisees, or anyone else, (other than
         such taxes as income, profit, or similar taxes assessed upon the income
         of the Landlord).

At the direction of the Landlord, the Tenant shall pay all or any taxes
mentioned in subsections (a) and (b) of this Section 6.03 to the Landlord, who
shall then remit them to the proper authority. The Tenant shall on request
furnish the Landlord with receipts for payment of such taxes.

6.04     TAX INCREASES ATTRIBUTABLE TO TENANT

If Property Taxes or any other taxes in respect of the Leased Premises or
Project are greater than they otherwise would have been by reason of the
constitution or ownership of the Tenant, the use of the premises by the Tenant,
the school support of the Tenant, or any other reason peculiar to the Tenant,
the portion of such taxes in each year attributable to such reason, as
determined by the Landlord, shall be paid by the Tenant to the Landlord at the
same time as, and in addition to, Property Taxes otherwise payable hereunder.



                                       10
<PAGE>   17
6.05     GOODS AND SERVICES TAX

The Tenant shall pay to the federal, provincial and municipal authorities
imposing the same all goods and services tax and other taxes, by whatever name,
assessed upon or as a direct result of the payment of Rent or any other amounts
hereunder as often as such taxes (herein called "GST") become due. The Tenant
shall pay GST to the Landlord for remittance by the Landlord to the taxing
authority unless otherwise required by law. Without limiting the foregoing, if
the Department of National Revenue issues an assessment claiming the Tenant has
failed to pay all GST imposed under the Excise Tax Act or other applicable
legislation in respect of any amounts payable by the Tenant under the Lease, the
Tenant will immediately pay the amount of such assessment. The Tenant shall be
entitled to appeal such assessment but will be obliged to hold the Landlord
harmless from all liability arising from such assessment and appeal.

In the event that the Landlord is not entitled to claim an input tax credit with
respect to GST paid on any expense or other charge which the Tenant is required
to pay to the Landlord as part of Operating Costs under this Lease, the Landlord
shall be entitled to include such GST as part of the Operating Costs but
otherwise any GST payable by the Landlord in respect of any expense or other
charge payable under the Lease shall not form part of Operating Costs and shall
not be payable by the Tenant.

The amount of GST so payable by the Tenant shall be calculated by the Landlord
in accordance with the applicable legislation and shall be paid to the Landlord
at the same time as the amounts to which such GST applies are payable to the
Landlord under the terms of this Lease or upon demand at such time or times as
the Landlord from time to time reasonably determines. Notwithstanding any other
provision of this Lease, the amount payable by the Tenant under this section
shall be deemed not to be Rent, but the Landlord shall have all of the same
remedies for and rights of recovery of such amount as it has for recovery of
Rent under this Lease.

                                    ARTICLE 7

                             UTILITIES AND SERVICES

7.01     PAYMENT FOR UTILITIES AND SERVICES

The Tenant shall throughout the Term pay as additional rent all charges for use
of Utilities or Services (including charges for excessive use) in or with
respect to the Leased Premises as determined by the Landlord, ACTING REASONABLY.
The Tenant shall advise the Landlord forthwith of any installations, appliances
or business machines used by the Tenant and consuming or likely to consume large
amounts of electricity or other Utilities and on request shall promptly provide
the Landlord with a list of all installations, appliances and business machines
used in the Leased Premises. The Landlord may require the Tenant to install a
separate meter at the Tenant's expense if the Landlord determines that a
separate meter is appropriate having regard to the Tenant's likely usage of
Utilities. The Landlord SHALL, engage a qualified engineer or consultant to
advise on any matter referred to in this section, and such party's decision
shall be binding on the Landlord and Tenant.

7.02     INTERRUPTION OF UTILITIES

In no event shall the Landlord be liable for any injury to the Tenant, its
employees, agents, or invitees, or to the Leased Premises, or to any property of
the Tenant or anyone else, or for any loss of profits or business

                                       11
<PAGE>   18
interruption, indirect or consequential damages, or for any other costs, losses
or damages of whatsoever kind caused by or arising from any interruption or
failure in the supply of any Utility to the Leased Premises.

7.03     INTERIOR CLIMATE CONTROL

The Landlord shall maintain in the Leased Premises conditions of reasonable
temperature and comfort for normal occupancy for office purposes during business
hours as determined by the Landlord (which hours shall be, until changed by the
Landlord by notice in writing to the Tenant, from 8.00 a.m. to 6.00 p.m. from
Monday to Friday, inclusive, except for holidays). The Landlord shall not be
liable for any inadequacy in performance of the interior climate control system
if the occupancy of the Leased Premises exceeds one person for every ten square
metres (one person for every 108 square feet) of Usable Area or the electrical
power consumed in the Leased Premises for all purposes exceeds 50 watts per
square metre (4.6 watts per square foot) of Usable Area, or if the Tenant
installs partitions or other installations in locations which interfere with the
proper operation of the system or if the window coverings and exterior windows
are not kept fully closed while the windows are exposed to direct sunlight. The
Landlord may, and at the written request of the Tenant shall, make any changes
which are reasonably necessary, and are feasible, to improve or alter the system
so as to compensate for any use of the Leased Premises by the Tenant not in
accordance with the foregoing standards, all at the Tenant's cost and expense in
accordance with Section 13.09.

7.04     JANITORIAL SERVICE

THE TENANT ACKNOWLEDGES THAT IT SHALL, AT ITS OWN COST, BE RESPONSIBLE FOR THE
JANITORIAL SERVICE IN THE LEASED PREMISES THROUGHOUT THE TERM.

7.05     ELECTRICITY

The Landlord shall furnish electricity to the Leased Premises for lighting and
for office equipment capable of operating from the circuits available and
standard to the Office Building, and the Landlord shall replace from time to
time in accordance with a procedure established by the Landlord the electrical
light bulbs, tubes and ballasts installed in the standard lighting fixtures in
the Leased Premises. The Landlord may adopt a system of relamping and
reballasting periodically on a group basis in accordance with its standard
practice.

7.06     WASHROOMS

If the Leased Premises do not include washrooms, the Landlord shall permit the
Tenant, its employees and invitees access to washrooms in common with others
entitled thereto.

                                    ARTICLE 8



                                       12
<PAGE>   19
                                OPERATING COSTS

8.01     TENANT TO PAY PROPORTIONATE SHARE

The Tenant shall during the Term pay to the Landlord yearly as additional rent
by monthly instalments its Proportionate Share of the REASONABLE costs and
expenses (herein called "Operating Costs") incurred with respect to the
operation, administration and management of the Project, such costs and expenses
to include, without limiting the generality of the foregoing, the aggregate of:

(a)      Property Taxes and Business Taxes and commercial concentration taxes
         levied, rated, charged or assessed against or in relation to the
         Project or any part thereof, or for which the Landlord may be liable in
         respect thereof, other than those applicable to particular premises
         intended for leasing and referred to in Article 6 hereof and similar
         provisions in other tenants' leases (including all costs incurred by
         the Landlord in appealing or contesting Property Taxes and Business
         Taxes) and Capital Tax as defined in Section 1.11 as it relates to or
         is attributed by the Landlord to the Project;

(b)      the cost of maintaining the insurance set out in Section 14.04;

(c)      the cost of maintenance and operation of the Project including, without
         limiting the generality of the foregoing, the cost of Utilities and
         Services used or consumed in or with respect to the Project including
         the Leased Premises, other premises intended for leasing, and the
         Common Areas and Facilities, and the cost of snow removal, gardening,
         landscaping, garbage and waste collection, disposal and recycling,
         elevator and escalator maintenance, rental of equipment and signs, the
         cost of building supplies used by the Landlord in the maintenance and
         repairs of the Common Areas and Facilities, Utilities, heating,
         ventilating and air-conditioning, policing, security services,
         supervising and traffic control, painting and decorating, parking lot
         or garage, and signage; SUCH COST SHALL EXCLUDE THE PREPARATION OF ANY
         VACANT SPACE INTENDED FOR LEASING.

(d)      REASONABLE management fees payable under contract for the
         administration of all matters relating to the Project and the cost of
         salaries and benefits (PROVIDED THAT IF SUCH PERSONNEL SERVICE MORE
         THAN ONE BUILDING, THE COST OF SALARIES AND BENEFITS SHALL BE ALLOCATED
         EQUITABLY AMONG THE BUILDINGS) provided to all personnel including
         contributions and premiums for fringe benefits, unemployment insurance,
         and workers' compensation insurance, pension plan contributions, and
         similar premiums and contributions and employer health levies, and
         payroll taxes, and the cost of any contractors or agents attributable
         to carrying out the maintenance, operation, supervision, management and
         promotion of the Project;

(e)      the cost of repairs, replacements and REASONABLE improvements to the
         Common Areas and Facilities and the systems and facilities of the
         Project, including, without limiting the generality of the foregoing,
         the roof, parking lot, heating, ventilating and air-conditioning and
         Utility and Service systems and energy-saving and security devices,
         elevators and escalators, and to the equipment and chattels used in
         connection with the Project,

(f)      audit or accounting fees incurred by the Landlord in the preparation of
         statements delivered to tenants of the Project, and the cost of
         conducting environmental audits;



                                       13
<PAGE>   20
(g)

         (i)

         (ii)

(h)

(i)

In calculating Operating Costs, the following shall not be included:

(j)      Property Taxes, Business Taxes, and the cost of Utilities and Services
         which are chargeable to the Tenant under Articles 6 and 7 of this Lease
         or would be chargeable to other tenants of the Project under comparable
         provisions in their leases;

(k)      interest, depreciation, financing or capital costs and income taxes and
         other taxes personal to the Landlord;

(l)      any compensation received with respect to any of the foregoing expenses
         by way of insurance proceeds or damages; and

(m)      the cost of improvements to particular premises intended for leasing
         and real estate or other commissions relating to leasing premises
         within the Project

8.02     ALLOCATION RELATING TO ALTERNATE USES

Where the Project includes retail, residential or industrial uses, the Landlord
shall allocate the Operating Costs referred to in Section 8.01 to office
tenants, retail tenants, residential tenants and industrial tenants on such
basis as it may in its sole discretion determine, and for the purpose of Section
8.01, Operating Costs shall include only the portion of Operating Costs
allocated to office tenants.

8.03     ADJUSTMENT FOR VACANCIES

If there are any vacancies in the Project and because of such vacancies actual
Operating Costs are less than they would have been if the Project had been fully
rented, then for the purpose of determining the amount payable by the Tenant
under Section 8.01 actual Operating Costs for the relevant accounting period
shall be increased by the amount of any savings in Operating Costs for such
period attributable to such vacancies (as

                                       14
<PAGE>   21
determined by the Landlord acting reasonably) and any reference to Operating
costs in this Article 8 shall be deemed to refer to Operating Costs as so
increased.

                                    ARTICLE 9

                                 QUIET ENJOYMENT

9.01     QUIET ENJOYMENT

The Landlord covenants with the Tenant that if the Tenant pays the rents hereby
reserved and performs its covenants and obligations herein contained, the Tenant
shall and may peaceably possess and enjoy the Leased Premises for the Term
hereby granted without any interruption or disturbance from the Landlord or any
other person lawfully claiming by, from or under him.

                                   ARTICLE 10

                           COMMON AREAS AND FACILITIES

10.01    USE OF COMMON AREAS AND FACILITIES

The Tenant shall have the right to the use of the Common Areas and Facilities of
the Project for itself and its invitees in common with the Landlord, other
tenants, and their invitees for the purpose of access to the Leased Premises,
but subject to and in accordance with this Lease and the Rules and Regulations
described in Section 12.02. The regulation and management of the Common Areas
and Facilities shall be under the exclusive control of the Landlord.

10.02    PARKING

PROVIDED THE TENANT IS NOT IN DEFAULT UNDER THE TERMS AND CONDITIONS OF THIS
LEASE, THE LANDLORD WILL MAKE AVAILABLE TO THE TENANT FOR ITS USE FOUR (4)
PARKING SPACE: ONE (1) RESERVED PARKING SPACE IN THE KING STREET PARKING LOT,
TWO (2) UNRESERVED PARKING SPACES IN THE ADELAIDE STREET PARKING LOT AND ONE (1)
OFF-SITE, UNRESERVED PARKING SPACE IN THE ADELAIDE STREET PARKING LOT FOR AS
LONG AS THE LANDLORD HAS THE CONTRACT FOR SUCH PARKING SPACE, AT SIXTY-FIVE
DOLLARS ($65.00) PER MONTH PER SPACE PLUS APPLICABLE TAXES SUBJECT TO CHANGE
FROM TIME TO TIME AND SUBJECT TO LANDLORD'S RULES AND REGULATIONS WITH RESPECT
TO SUCH PARKING FACILITIES THROUGHOUT THE TERM OF THE LEASE. THE LANDLORD
COVENANTS AND AGREES TO USE ITS BEST REASONABLE EFFORTS TO MAINTAIN ITS CONTRACT
FOR THE AFORESAID PARKING SPACES.

The regulation and management of the parking area shall be under the exclusive
control of the Landlord who shall have the sole right to determine the manner,
location and times of parking by the Tenant and its invitees and whether or not
to maintain or institute a system of parking charges. The Tenant shall
co-operate and observe all provisions of the Landlord's parking policies and any
Rules and Regulations made with respect thereto. The Landlord may lease or make
other arrangements for management of the parking areas or facilities with any
person or company.

10.03    TENANT NOT TO INTERFERE

The Tenant shall not without the permission of the Landlord keep or display any
merchandise, sign or other thing on or about, or solicit or conduct business on,
or obstruct any of the Common Areas and Facilities.


                                       15
<PAGE>   22
10.04    INTERRUPTION AND ALTERATION OF COMMON AREAS AND FACILITIES

The Landlord may from time to time effect changes, alterations, enclosures,
expansions, reductions, replacements or repairs to all or any part of the Common
Areas and Facilities and the buildings in the Project including, without
limiting the generality of the foregoing, the construction of additional
buildings or additions to existing buildings. In so doing, the Landlord shall
not disturb the operation of the Tenant's business any more than is reasonably
necessary in the circumstances, but shall not be liable for any damages whether
direct, indirect or consequential to any person or property in respect of any
temporary interference with or denial of access during the performance of such
work, or in any other way in respect of the performance of such work, or for
failure to perform such work, or for any interference with the business of the
Tenant while any portion of the Common Areas and Facilities is in need of
repair, inoperable or otherwise not in its normal operating condition. The
Landlord may now own, or may acquire, lands or buildings contiguous to or near
the Project and may at its option retain them separately or treat them as part
of the Project. The Landlord may cease to treat as part of the Project any
buildings or vacant lands (whether or not paved) now forming part of the
Project. The Landlord may create easements, burdens, servitudes, and
restrictions over the lands of the Project for the benefit of any contiguous or
nearby lands. When any change or other event described in this section has been
effected, the term "Project" as used herein shall refer to the Project as
altered by such change or event. The Landlord shall at all times ensure that any
such change or event does not prevent reasonable access to the Project,
notwithstanding that portions of the parking areas, common walkways, enclosed
common areas or other portions of the Common Areas and Facilities may be reduced
or eliminated as a consequence of any such change or event.

                                   ARTICLE 11

                                 USE OF PREMISES

11.01    USE OF PREMISES

(a)      The Tenant shall use the Leased Premises for the purpose only of a
         SOFTWARE PUBLISHING COMPANY and business offices, as permitted by
         applicable by-laws or regulations, but not for the business of a bank
         or trust company or taking deposits from the public, and not for
         retailing, manufacturing or residential purposes, or for any unlawful
         purpose.

(b)      The Landlord shall have the right in its sole and exclusive discretion
         to determine whether any aspect of the Tenant's business is within the
         use permitted under subsection (a) hereof and any REASONABLE notice
         thereof by the Landlord to the Tenant shall be conclusive and binding.

11.02    COMPLIANCE WITH BY-LAWS

The Tenant shall at its sole cost and expense at all times comply with all
provisions of any present or future law, by-law, regulation or order enacted or
made by any federal, provincial or municipal authority having jurisdiction or
the Landlord's fire insurance underwriters, and shall not commit any act or
omission that causes an increase in the fire and/or environmental risk or the
cost of insurance or prevents the placing of insurance on the Project and shall
promptly at its own expense effect any changes, additions, or repairs to the
Leased Premises necessary to so comply or to cease so affecting the fire and/or
environmental risk or the insurance. The foregoing obligations shall apply both
with respect to the use of the Leased Premises and the construction, fixturing,
repair, replacement, alteration, addition to or improvement thereof.



                                       16
<PAGE>   23
11.03    USE OF NAMES

The Tenant shall not use any name for the Project on its advertising and
promotional materials relating to the business conducted on the Leased Premises
other than the names designated by the Landlord from time to time. The Tenant
shall not use such names for any purpose other than that of the business address
of the Tenant. The Tenant shall acquire no rights in such names and shall
forthwith discontinue the use of such names on the termination of this Lease.

                                   ARTICLE 12

                               TENANT'S BEHAVIOUR

12.01    NUISANCE

The Tenant shall not commit, cause or permit any nuisance or waste on the Leased
Premises or the Common Areas and Facilities or permit the emission of any
offensive or toxic substance, odour, or noise from the Leased Premises.

12.02    RULES AND REGULATIONS

The Rules and Regulations contained in Schedule "D" hereto shall form a part of
this Lease and the remedies available to the Landlord for enforcement thereof
shall be the same as for enforcement of any other provision of this Lease. The
Landlord may from time to time in its sole discretion promulgate additional
reasonable Rules and Regulations, which shall as soon as the Tenant is given
notice of them have full force and effect as if originally embodied in this
Lease. Any such additional REASONABLE Rules and Regulations may effect
alterations to existing Rules and Regulations and may deal with the matters
dealt with in the Rules and Regulations contained in Schedule "D" and any other
matters of a similar or dissimilar nature as the Landlord deems advisable, but
may not conflict with any specific provisions of this Lease. The Landlord shall
be under no obligation to enforce the Rules and Regulations against the Tenant
or against any other tenant of the Project or any other person, and shall be
under no liability for failure to enforce them.

12.03    SIGNS AND EXTERIOR INSTALLATIONS

(a)      The Tenant shall be entitled to an identification sign at or near the
         entrance to the Leased Premises and a directory listing in the main
         directory of the Office Building, to be subject to the prior written
         approval of the Landlord as to design, size and location, and to be
         installed at the Tenant's expense and in accordance with any uniform
         pattern of signs which may be adopted by the Landlord. The Landlord
         reserves the right to attend to such installation and bill the Tenant
         therefor.

(b)      The Tenant shall not, without the prior written consent of the
         Landlord, erect, install or maintain any sign, lettering, placard or
         any other advertising material of whatsoever nature or size, painted
         upon, posted upon or otherwise affixed to the exterior of the building
         or exterior of the Leased Premises, or within the Common Areas and
         Facilities, or affixed to either side of any glass on the windows or
         doors of the Leased Premises.

(c)      The Tenant shall not install any exterior lighting, plumbing or
         electrical lines, shades, awnings, exterior decorations or painting or
         marking, or erect or permit any insignia, barrier, aerial mast or

                                       17
<PAGE>   24
         other device or installation on the exterior of the Leased Premises
         without the prior written consent of the Landlord.

                                   ARTICLE 13

                        MAINTENANCE, REPAIRS, ALTERATIONS

13.01    TENANT'S MAINTENANCE AND REPAIR

(a)      The Tenant shall at all times at its own expense keep the Leased
         Premises and its contents, including, without limiting the generality
         of the foregoing, all leasehold improvements, fixtures, inventory,
         glass, doors, hardware, walls, floors and ceilings in a neat, clean and
         tidy condition, painted and decorated and in good and substantial
         repair. The Tenant shall make all needed repairs and replacements
         thereto (except for repairs or replacements which the Landlord must
         make under Section 13.05 or Article 15) and perform all necessary
         painting, decoration, redecoration, repairs, and replacements with due
         diligence and dispatch. The Landlord may at its option elect to perform
         any of the obligations of the Tenant set out in this section.

(b)      The Landlord shall at the Tenant's expense (unless the Landlord is
         covered for such expense under its insurance) perform all necessary
         repairs or replacements to the electric, plumbing, heating,
         ventilating, air-conditioning and other fixtures, piping or wiring
         serving the Leased Premises exclusively, whether or not located herein.

         THE LANDLORD ACKNOWLEDGES THAT AS OF THE DATE THE TENANT TAKES
         POSSESSION OF THE LEASED PREMISES, THE BUILDING STANDARD MECHANICAL
         SYSTEMS SUCH AS THE HEATING, VENTILATING AND AIR-CONDITIONING SYSTEM
         AND BUILDING STANDARD LIGHTING, ELECTRICAL AND PLUMBING SYSTEMS SERVING
         THE LEASED POESIES SHALL BE IN GOOD WORKING ORDER.

13.02    LANDLORD'S APPROVAL

The Tenant shall not make any repairs, alterations, replacements or improvements
to the structure, any perimeter or bearing wall, the sprinkler system, or the
heating, ventilating, air-conditioning, plumbing, electrical or mechanical
equipment of the Leased Premises without obtaining the Landlord's prior written
approval, which approval may NOT be unreasonably or arbitrarily withheld AND may
be given on such conditions as the Landlord imposes. With any such request the
Tenant shall submit to the Landlord details of the proposed work, including
drawings and specifications prepared by qualified architects or engineers, if
the Landlord shall so require, and conforming to good construction practice. The
Tenant will pay the Landlord's reasonable out-of-pocket expenses for
PRE-APPROVED consulting services in connection with the Landlord's consideration
of any request for approval under this section. Any such repairs, alterations,
replacements or improvements shall comply with all applicable laws, by-laws,
regulations, and orders enacted or made by any federal, provincial or municipal
authority having jurisdiction, and the Landlord's fire insurance underwriters
and with Section 11.02 hereof. The Tenant shall at its own expense obtain all
requisite building and other permits. All repairs, alterations, replacements or
improvements shall become part of the Leased Premises and shall not be removed
by the Tenant without the prior written consent of the Landlord.


                                       18
<PAGE>   25
13.03    PERFORMANCE OF WORK

The Tenant shall indemnify the Landlord and save it harmless from any costs,
expenses, damages or increased insurance premiums DUE TO THE PERFORMANCE OF ANY
WORK BY THE TENANT OR BY THE TENANT'S CONTRACTORS OR SERVICE PROVIDERS (whether
or not the Landlord's approval was required or obtained under Section 13.02).
Any work shall be performed only by competent persons whose labour affiliations
are compatible with those of others employed by the Landlord or its contractors
subject to supervision and direction of the Landlord. The Tenant shall promptly
remove any persons from the Leased Premises and the Project, if so instructed by
the Landlord, in the event of a conflict of jurisdiction between unions, or if
the presence of such persons causes or may cause a labour dispute. In performing
any work, the Tenant, its employees, agents and invitees shall not interfere
with the use and enjoyment of other tenants' premises or with the use and
enjoyment of the Common Areas and Facilities. The Landlord may require that the
Tenant permit the Landlord to construct any proposed work, at the cost and
expense of the Tenant, together with fifteen percent (15%) on account of the
Landlord's overhead and supervision.

13.04    ENTRY

The Landlord and persons authorized by it may enter the Leased Premises at all
reasonable times to examine the condition thereof and the Tenant shall promptly
repair in accordance with REASONABLE notice in writing given by the Landlord.
The Landlord and persons authorized by it may enter the Leased Premises at all
reasonable times UPON REASONABLE NOTICE, and at any time in case of emergency,
for the purpose of effecting changes, repairs or alterations to any of the
fixtures, equipment or systems contained in the Leased Premises or adjacent
thereto, or for the purpose of access to other parts of the Project and may
install fixtures, equipment and systems in the Leased Premises for service to
the Leased Premises or other parts of the Project. In so doing, the Landlord
shall interfere as little as possible with the Leased Premises and the business
of the Tenant, but shall not be liable to the Tenant with respect to any
interference.

13.05    LANDLORD'S REPAIRS

Subject to Article 15, the Landlord shall make structural repairs to the roof,
foundations, exterior walls, structural floor, columns and bearing walls
supporting or surrounding the Leased Premises, and shall service and repair the
elevators and escalators. The Landlord shall effect any repairs for which it is
responsible expeditiously in the circumstances AND SHALL INTERFERE AS LITTLE AS
IS REASONABLY POSSIBLE IN THE CIRCUMSTANCES WITH THE TENANT'S BUSINESS
OPERATIONS IN THE LEASED PREMISES, but shall not be liable for any damages,
whether direct, indirect or consequential, to any person or property in respect
of any non-repair or for failure to carry out repairs. Subject to Article 15,
there shall be no abatement of rent until the completion of or during the
performance of repairs.

13.06    NOTICE OF DAMAGE

The Tenant shall promptly notify the Landlord of any damage to or deficiency or
defect in any part of the Leased Premises or the Project as soon as the Tenant
becomes aware thereof and whether or not the Landlord has any obligation to
repair such damage.

13.07    DAMAGE TO PROJECT


                                       19
<PAGE>   26
If the Project or any part thereof becomes damaged through the negligence,
carelessness or misuse of the Tenant, its employees or agents, the Tenant shall
be responsible for rectifying such damage, which rectification shall be
performed by the Landlord at the REASONABLE cost and expense of the Tenant,
together with fifteen percent (15%) on account of the Landlord's overhead and
supervision.

13.08    LIENS

The Tenant shall forthwith on demand indemnify and save the Landlord harmless
from any liabilities, claims, damages or expenses (including legal expenses) due
to or arising from any claim for a construction, builders' or other lien made
against the Leased Premises or made against the Project in relation to any work
done by, for or on behalf of the Tenant. The Tenant shall cause all
registrations of any such claims or Certificates of Action related thereto to be
discharged or vacated within five (5) days of notice from the Landlord requiring
it to do so, failing which the Landlord, in addition to any other rights or
remedies it may have hereunder, may, but shall not be obligated to, cause such
claims or Certificates to be discharged or vacated by payment to the claimant,
payment into court, or otherwise and the Tenant shall pay the Landlord's costs
and expenses thereof, together with fifteen per cent (15 %) on account of the
Landlord's overhead and supervision.

13.09    PERFORMANCE BY LANDLORD

If the Tenant fails to expeditiously perform any duty for which it is
responsible under this Article, the Landlord may perform any such duty and the
Tenant shall pay the Landlord's costs and expenses thereof forthwith on their
being incurred, together with fifteen percent (15%) on account of the Landlord's
overhead and supervision.

13.10    RIGHT TO RELOCATE

The Landlord has the right at any time or times to change or relocate the Leased
Premises as shown on Schedule "B".

In the event of any relocation of, or change made to the Leased Premises by the
Landlord after the approval of the Tenant's plans, but prior to the Rent
Commencement Date, the Landlord shall reimburse the Tenant for additional
expenses to which the Tenant may be put as a result of such change or
relocation.

IN THE EVENT OF ANY RELOCATION OF THE LEASED PREMISES BY THE LANDLORD AFTER THE
RENT COMMENCEMENT DATE, THE LANDLORD SHALL:

         (i)      PAY TO THE TENANT ALL REASONABLE MOVING COSTS AND ALL OTHER
                  REASONABLE DIRECT COSTS INCURRED BY THE TENANT, BUT IN NO
                  EVENT SHALL THE LANDLORD BE RESPONSIBLE FOR ANY LOSS OF
                  BUSINESS OR CONSEQUENTIAL DAMAGES. ALL SUCH COSTS SHALL BE AS
                  EVIDENCED BY PAID INVOICES DELIVERED BY THE TENANT TO THE
                  LANDLORD;

         (ii)     ENSURE THAT THE RENTABLE AREA OF THE LEASED PREMISES IS NOT
                  INCREASED OR DECREASED BY MORE THAN TEN PERCENT (10%); AND

         (iii)    CONSTRUCT LEASEHOLD IMPROVEMENTS IN THE RELOCATED PREMISES OF
                  EQUAL QUALITY AND COMPARABLE TO THOSE IN THE LEASED PREMISES
                  AT THE TIME OF SUCH RELOCATION.


                                       20
<PAGE>   27
The Tenant shall not have the right to object to or make any claim other than as
expressly set forth herein on account of the exercise by the Landlord of any of
its rights under this Section 13.10 and the Tenant shall not be entitled to any
abatement of Rent except an abatement of Base Rent for the period of time, if
any, that the Tenant is unable to conduct business in the Leased Premises, as
defined herein or as relocated, as a result of the performance of such changes.
The Base Rent and additional rent payable by the Tenant with respect to the
relocated premises shall be increased or reduced proportionately to any increase
or reduction in the area of the Leased Premises as relocated.

The Landlord shall make any such changes as expeditiously as is reasonably
possible in the circumstances and shall interfere as little as is reasonably
possible in the circumstances with the Tenant's business operation in the Leased
Premises. The Tenant shall forthwith, at the request of the Landlord, execute
such further assurances, releases or documents as may be required by the
Landlord to give effect to any of the Landlord's rights under this Section
13.10.

13.11    CONTAMINANTS

(a)      The Tenant will not bring into or store in the Leased Premises nor
         allow or cause the Leased Premises or any part of it to be used for any
         business which, either directly or indirectly, involves the
         preparation, production or storage of any Contaminants except in
         accordance with this Section 13.11 and the Applicable Laws.

(b)      If at any time, notwithstanding the foregoing covenant of the Tenant,
         there shall be any Contaminants upon the Leased Premises or a part
         thereof AS A RESULT OF THE TENANT'S USE OR OCCUPANCY, or if there shall
         be an occurrence on the Leased Premises contrary to any provision of
         the Applicable Laws, then such Contaminants 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 of
         Contaminants or the goods containing the Contaminants to the Leased
         Premises and notwithstanding the expiry or earlier termination of this
         Lease, and the Tenant shall, at its own expense:

         (i)      immediately give the Landlord notice to that effect and
                  thereafter from time to time give the Landlord written notice
                  of the extent and nature of the Tenant's compliance with the
                  following provisions of this section;

         (ii)     promptly remove the Contaminants from the Leased Premises in a
                  manner which conforms with the applicable Laws governing the
                  movement of the same;

         (iii)    remedy any damages to the Leased Premises, the Project or the
                  lands caused by such event within the Leased Premises or by
                  the performance of the Tenant's obligations under this section
                  as a result of such occurrence;

         (iv)     if required by any of the Applicable Laws, clean up any
                  Contaminants held, released, spilled, abandoned or placed upon
                  the Leased Premises, the Project or the lands or released into
                  the environment by the Tenant in the course of the Tenant's
                  business or as a result of the Tenant's use or occupancy of
                  the Leased Premises. The Tenant shall, at its own expense,
                  prepare all necessary studies, plans and proposals and submit
                  the same for approval, provide all bonds and other security
                  required by governmental authorities having jurisdiction to
                  carry out the work required and shall keep the Landlord fully
                  informed and provide to the

                                       21
<PAGE>   28
                  Landlord full information with respect to proposed plans and
                  comply with the Landlord's reasonable requirements with
                  respect to such plans. The Tenant agrees that the Landlord may
                  itself undertake such work or any part thereof at the cost and
                  expense of the Tenant; and

         (v)      if requested by the Landlord, obtain a report from an
                  independent qualified consultant designated or approved by the
                  Landlord verifying the complete and proper removal thereof
                  from the Leased Premises or reporting as to the extent and
                  nature of any failure to comply with the foregoing provisions
                  of this section.

(c)      The Tenant shall not allow any Contaminants to migrate FROM AND beyond
         the Leased Premises onto the Common Areas and Facilities or any portion
         of the Project or off the Project to any adjacent lands. However, the
         Tenant covenants that it shall, at its own expense, remove or clean up
         any Contaminants whether it be found on the Leased Premises, on the
         Common Areas and Facilities or any portion of the Project, or on any
         adjacent lands off the Project, as a result of any migration of
         Contaminants from the Leased Premises.

(d)      The Tenant shall immediately notify the Landlord of any notice of
         violation or of any allegation of a violation received by the Tenant
         that any environmental law or regulation may have been violated by the
         Tenant, or of any notice that any administrative or judicial order has
         been made against the Tenant, or of any notice requiring the Tenant to
         take any action in connection with the discharge of any Contaminants
         into the environment.

(e)      By written request, the Tenant may request the Landlord's consent to
         the bringing, storage or use of Contaminants on the Leased Premises.
         The Landlord may withhold or refuse to give consent or may withdraw
         consent previously granted without any obligation by the Landlord to
         provide a reason for doing so. With respect to any such Contaminants to
         which the Landlord consents, the Tenant shall:

         (i)      comply with the Applicable Laws regulating the manufacture,
                  use, storage, transportation or disposal of Contaminants and
                  provide to the Landlord any proof of the Tenant's compliance
                  with such Applicable Laws as required by the Landlord;

         (ii)     promptly submit written reports to the Landlord regarding the
                  Tenant's use, storage, treatment, transportation, generation,
                  disposal and/or sale of Contaminants.

(f)      The Tenant hereby authorizes the Landlord to make enquiries from time
         to time of any government or governmental agency with respect to the
         Tenant's compliance with any Applicable Laws pertaining to the Tenant,
         the Tenant's business and the Leased Premises including, without
         limitation, laws and regulations pertaining to Contaminants and the
         protection of the environment; and the Tenant covenants and agrees that
         it shall from time to time provide to the Landlord such written
         authorization as the Landlord may reasonably require in order to
         facilitate the obtaining of such information.

(g)      The Tenant shall indemnify, defend and save the Landlord harmless from
         and against any and all claims, demands, actions, losses, damages,
         costs, fees, penalties and charges whatsoever for which the Landlord
         shall or may become liable or incur or suffer by reason of any
         Contaminants being held, released, spilled, abandoned, or placed upon
         or under the lands, Project or the Office Building by

                                       22
<PAGE>   29
         the Tenant, subsequent to the Commencement Date but notwithstanding the
         expiry or earlier termination of this Lease.

(h)      The obligations of the Tenant hereunder relating to Contaminants shall
         survive the expiry or earlier termination of this Lease save only that,
         to the extent that the performance of those obligations requires access
         to or entry upon the Leased Premises or any part thereof, the Tenant
         shall have such entry and access only at such times and upon such terms
         and conditions as the Landlord may from time to time specify and the
         Landlord may, at the Tenant's cost and expense, itself or by its
         agents, servants, employees, contractors and subcontractors undertake
         the performance of any necessary work in order to complete such
         obligations of the Tenant, but having commenced such work, the Landlord
         shall have no obligation to the Tenant to complete such work.

THE LANDLORD CONFIRMS THAT AS OF THE COMMENCEMENT DATE, TO THE BEST OF ITS
KNOWLEDGE AND BELIEF, THE LEASED PREMISES DO NOT CONTAIN ANY CONTAMINANTS.

                                   ARTICLE 14

                             INSURANCE AND LIABILITY

14.01    TENANT'S INSURANCE

(a)      The Tenant shall throughout the Term hereof keep in full force and
         effect at its sole cost and expense in the names of the Tenant, the
         Landlord, the Landlord's property manager and the Landlord's mortgagees
         or hypothecary creditors, as their respective interests may appear, the
         following insurance:

         (i)      insurance upon the Tenant's property normally located within
                  the Project, and property which the Tenant is obligated to
                  repair under Article 13, including stock in trade, inventory,
                  furniture, fittings, leasehold improvements, Tenant's fixtures
                  in an amount equal to the full replacement costs thereof,
                  against at least the perils of fire, sprinkler leakage, theft,
                  robbery, burglary, vandalism, riot, civil commotion, impact of
                  aircraft, water damage, earthquake, flood, and any perils not
                  mentioned above which are included in normal "all risks"
                  coverage. The decision of the Landlord as to full replacement
                  cost of the property insured shall be conclusive;

         (ii)     insurance against all explosion, rupture or failure of
                  boilers, pressure vessels or equipment owned by the Tenant;

         (iii)    liability insurance against claims for personal injury
                  liability, death or property damage occurring upon, in or
                  about the Leased Premises, including personal liability,
                  liability assumed by contract, Tenant's legal liability. Such
                  policy shall have a limit of not less than $3,000,000 in
                  respect of any one occurrence and not less than $1,000,000 for
                  injury or death to a single person and not less than $500,000
                  in respect of any single instance of property damage, and
                  shall provide for cross liability and severability of
                  interests and that it is primary insurance and will not call
                  into contribution any other insurance available to the
                  Landlord, its mortgagees.


                                       23
<PAGE>   30
         (iv)     such other types of insurance, or such other amounts or
                  additional risks with respect to insurance of the types set
                  out above, as would be carried by a prudent Tenant and as the
                  Landlord or its mortgagees may from time to time REASONABLY
                  require.

(b)      All the foregoing policies shall be kept in good standing and in full
         force and effect at all times throughout the Term, shall be reviewed
         annually by the Tenant to ensure that they are up to date, and shall be
         in a form and with insurers acceptable to the Landlord. All the
         foregoing policies shall contain a waiver of any right of subrogation
         or recourse by the Tenant's insurers against the Landlord or the
         Landlord's mortgagees, their contractors, agents and employees, whether
         or not any loss is caused by the act, omission or negligence of the
         Landlord, its mortgagees, their contractors, agents or employees. The
         Tenant shall obtain undertakings to the Landlord from its respective
         insurers that none of the foregoing policies shall be cancelled or
         allowed to lapse or materially changed, as against the Landlord or its
         mortgagees until at least thirty (30) days written notice has been
         given to the Landlord and its mortgagees to that effect. The Tenant
         shall furnish the Landlord and keep it furnished at all times with
         certified copies of all such insurance policies in force and copies or
         such undertakings or other evidence thereof satisfactory to the
         Landlord.

(c)      If the Tenant fails to take out any of the foregoing insurance, or
         permits any such insurance to lapse, or fails to put such insurance in
         good standing promptly after the Landlord or its mortgagees have
         received notice of an intended cancellation or lapse and have notified
         the Tenant thereof, the Landlord or its mortgagees may place such
         insurance on the Tenant's behalf and the premiums payable for such
         insurance shall be payable by the Tenant to the Landlord or its
         mortgagees forthwith.

14.02    COMPLIANCE WITH LANDLORD'S INSURANCE

The Tenant agrees that it, its employees, agents and invitees will not keep,
use, sell, or offer for sale in or upon the Leased Premises any article or
substance which may be prohibited by the insurance policies of the Landlord
covering the Project, or do or omit, or permit to be done or omitted anything
which will cause any increase in the insurance premiums or the cancellation of
any insurance policy of the Landlord. In the event any increase in premiums is
caused by any breach of the foregoing, or by any other activity of the Tenant,
its employees, agents, or invitees, the Tenant shall pay such increase to the
Landlord forthwith ON RECEIPT OF PROOF OF THE FOREGOING. If any insurance policy
shall be cancelled or the coverage reduced by reason of anything arising out of
the use and occupation of the Leased Premises, whether or not the first sentence
of this section has been complied with, and if the Tenant fails to forthwith
remedy the condition giving rise to such cancellation or reduction upon notice
thereof by the Landlord, the Landlord may enter the Leased Premises and remedy
the condition at the sole cost and expense of the Tenant, and in addition or in
the alternative, the Landlord may exercise any other remedies provided in this
Lease or by law for default by the Tenant without further notice, any other
provision in this Lease notwithstanding.

14.03    LOSS OR DAMAGE

The Landlord, its contractors, agentes and employees shall not be liable for any
death, injury, or damage to or loss of property, of the Tenant, its employees,
agents, or invitees occurring in or about the Leased Premises or the Project,
whether or not such death, injury, damage or loss resulted from the deliberate
act, omission, or negligence of the Landlord, its contractors, agents or
employees or other persons for whom it

                                       24
<PAGE>   31
may be responsible. All property of the Tenant within the Leased Premises
(including storage space, if any) shall be at the risk of the Tenant only and
the Landlord shall have no obligation with respect to security or protection of
any such property. The Tenant will indemnify the Landlord and save it harmless
from any and all losses or claims, actions, demands, liabilities and expenses
(including legal fees as between a solicitor and his own client and judicial or
extra-judicial fees of advocates and notaries) in connection with loss of life,
personal injury and/or damage to or loss of property arising out of any
occurrence in or about the Leased Premises or the Project occasioned or caused
wholly or in part by any act or omission of the Tenant or its invitees.

14.04    LANDLORD'S INSURANCE

The Landlord shall throughout the Term of this Lease maintain insurance on the
Project, its income therefrom, and the machinery, boilers, pressure vessels and
equipment contained therein (other than insurance on any property which the
Tenant is obliged to insure under the provisions of Section 14.01 and other than
any insurance which other tenants are obliged to maintain under the provisions
of their leases) against damage by fire, explosion, rupture and such other
perils and in such amounts and with such insurers as the Landlord may, in its
sole discretion, determine. The Landlord shall carry liability insurance for
injury, death and property damage in such amounts as it deems prudent. The
Tenant shall not be an insured under the Landlord's policies, nor shall it be
deemed to have any insurable interest in the property covered by such policies,
or any other right or interest in such policies or their proceeds.

14.05    INDEMNIFICATION OF THE LANDLORD

Despite anything else in this Lease, the Tenant will indemnify the Landlord and
Mortgagee and save them harmless from all loss (including loss of Rent payable
by the Tenant under this Lease), claims, actions, damages, liability and
expenses in connection with loss of life, personal injury, damage to property or
any other loss or injury arising from this Lease or any occurrence in, on, or at
the Leased Premises, or the occupancy or use by the Tenant of the Leased
Premises, or any part of them, or occasioned wholly or in part by any act or
omission of the Tenant or by anyone permitted to be on the Leased Premises by
the Tenant.

                                   ARTICLE 15

                              DAMAGE, EXPROPRIATION

15.01    DAMAGE TO LEASED PREMISES

If the Leased Premises shall at any time be wholly or partially destroyed or
damaged, the following provisions shall apply.

(a)      If the Leased Premises are not rendered unfit for the Tenant's use by
         such damage, then Rent shall not abate and the Tenant shall promptly
         repair the Leased Premises.

(b)      If the Leased Premises are rendered unfit for the Tenant's use to an
         extent of less than fifty percent (50%) then RENT shall abate from the
         date of the damage in the proportion that the area rendered unfit bears
         to the area of the Leased Premises.



                                       25
<PAGE>   32
(c)      If the Leased Premises are rendered unfit for the Tenant's use to an
         extent of fifty per cent (50%) or more, then the full amount of RENT
         shall wholly abate from the date of the damage and the Tenant shall
         cease to carry on business on the Leased Premises. The Landlord may, at
         its option (without prejudice to its right of termination hereinafter
         expressed) permit the Tenant to carry on business in any portion of the
         Leased Premises which is fit for use on such terms as to payment of
         Rent and otherwise as the Landlord may specify. In the event the Leased
         Premises are rendered unfit for use to an extent of fifty per cent
         (50%) or more, the Landlord may elect to terminate this Lease by
         written notice to the Tenant given within ninety (90) days from the
         date of the damage, and in that event the Lease shall terminate
         effective from the date of the damage.

(d)      Whenever subsections (b) or (c) apply, unless the Landlord elects to
         terminate this Lease under subsection (c) or under Section 15.02, the
         Landlord shall commence diligently to reconstruct, rebuild or repair
         the building TO THE SAME CONDITION THAT EXISTED PRIOR TO THE DAMAGE and
         to the extent only of the Landlord's repair obligations under the
         Lease. In performing any reconstruction or repair, the Landlord may
         effect changes in the buildings, equipment or systems of the Project or
         minor changes in the location or area of the Leased Premises. The
         Landlord shall have no obligation to grant to the Tenant any Tenant's
         allowances to which it may have been entitled at the beginning of the
         Term.

(e)      Whenever subsections (b) or (c) apply and the Landlord has not elected
         to terminate this Lease, the Landlord shall give the Tenant written
         notice, WITHIN NINETY (90) DAYS FROM THE DATE OF THE DAMAGE, OF THE
         PERIOD REQUIRED BY THE LANDLORD TO COMPLETE the Landlord's
         reconstruction, rebuilding or repair of the Leased Premises to the
         extent that the Tenant can have access thereto or that no Landlord's
         reconstruction. rebuilding or repair is required. Basic Rent shall
         recommence on the date or delivery of such notice and thereafter the
         Tenant shall proceed diligently to perform all Tenant's work to the
         extent of the Tenant's repair obligations under this Lease, and to
         perform all other work required to fully restore the Leased Premises.
         IN THE EVENT THE LANDLORD'S RECONSTRUCTION, REBUILDING OR REPAIR OF THE
         LEASED PREMISES CANNOT BE COMPLETED WITHIN ONE HUNDRED AND EIGHTY (180)
         DAYS OF THE DATE OF THE DAMAGE, THE TENANT MAY TERMINATE THIS LEASE BY
         WRITTEN NOTICE TO THE LANDLORD GIVEN WITHIN TEN (10) DAYS OF RECEIPT OF
         THE LANDLORD'S ESTIMATE AND IN SUCH EVENT RENT WILL ABATE AS OF THE
         DATE OF DAMAGE OR DESTRUCTION.

15.02    DAMAGE TO PROJECT

If the Project shall at any time be wholly or partially destroyed or damaged, or
in need of structural repair, or otherwise rendered unfit for use (whether or
not the Leased Premises have been affected) to the extent that any of the
following shall have occurred:

(a)      twenty-five per cent (25%) or more of the floor area of the Office
         Building has become unfit for use;

(b)      twenty-five per cent (25 %) or more of the floor area of the buildings
         or structures in the Project has become unfit for use;

then the Landlord may elect, within sixty (60) days from the date of such damage
or from the date the premises become unfit for use, as follows:



                                       26
<PAGE>   33
(c)      to terminate this Lease on thirty (30) days' notice to the Tenant, in
         which event Rent shall remain payable until the date of termination
         (unless it has abated under Section 15.01);

(d)      to close the Project or any portion thereof during the performance of
         repairs;

(e)      to close the Leased Premises (if they are part of the portion of the
         Project requiring repairs), in which event the Leased Premises shall be
         closed from the day specified by the Landlord, all Rent shall abate
         from such day, and the Landlord shall (unless it elects to terminate
         this Lease under Section 15.01(c), if applicable) proceed diligently to
         effect the necessary repairs and to reopen the portions of the Project
         so closed. The Landlord shall (subject to Section 15.01(c), if
         applicable) notify the Tenant of the day on which it may recommence
         business on the Leased Premises and Rent shall recommence on such date.

15.03    DECISION OF ARCHITECT

Any decisions regarding the extent to which the Leased Premises or any portion
of the Project has become unfit for use shall be made by an architect,
professional engineer or surveyor appointed by the Landlord, whose decision
shall be final and binding upon the parties.

15.04    EXPROPRIATION

If at any time during the Term, by exercise by any competent authority of powers
of expropriation, condemnation or eminent domain, title is taken to any of the
following:

(a)      the whole or any portion of any of the buildings situate on the Project
         whether or not the Leased Premises is included;

(b)      any portion of the lands (including paved parking areas) of the Project
         not covered by buildings, such that the portion of lands remaining does
         not comply with all applicable municipal or other governmental
         building, zoning, parking, or other requirements;

(c)      any portion or the lands (including paved parking areas) of the Project
         not covered by buildings, consisting of ten per cent (10%) or more of
         the land area of the Project at the time of such taking; the Landlord
         may at its option within sixty (60) days of receiving notice that title
         has been so taken give to the Tenant at least thirty (30) days notice
         of termination of this Lease. Upon such termination, neither the
         Landlord nor the Tenant shall have any claim on the other with respect
         to any such expropriation or taking, but both parties shall be free to
         separately pursue their claims for compensation for the loss of their
         respective interests in the Leased Premises and shall be entitled to
         receive and retain such compensations as may be awarded or paid to them
         respectively and agree to co-operate with each other in pursuing their
         respective claims. If an award of compensation made to the Landlord
         specifically includes an award for the Tenant, the Landlord will remit
         to the Tenant the portion awarded for it. If any portion of the Leased
         Premises are so expropriated or taken, and the Landlord does not elect
         to terminate the Lease, then the provisions of Section 15.01 respecting
         abatement shall apply as if the portion so taken had been damaged, and
         the provisions of Section 15.01 with respect to reconstruction by the
         Landlord and Tenant shall apply to the portion remaining. After such
         reconstruction, Base Rent payable by the Tenant shall be in the same
         proportion to the original Base Rent as the area of the Leased Premises
         as reconstructed is to the area of the Leased Premises immediately
         prior to the taking.


                                       27
<PAGE>   34
15.05    TERMINATION ON DEMOLITION

If the Landlord shall have decided to substantially reconstruct, renovate,
alter, sell and/or redevelop all or any part of the Project to the extent that
vacant possession of the Leased Premises is required, or to demolish the
building of which the Leased Premises form a part, the Landlord may terminate
this Lease AT ANY TIME AFTER DECEMBER 31, 1998 by giving TWELVE (12) months
notice in writing to the Tenant without obligation or liability to the Tenant.
The Tenant shall deliver up vacant possession of the Leased Premises in
accordance with the provisions of the Lease and will execute all documents and
other assurances as are reasonably required to give effect to the provisions of
this section.

                                   ARTICLE 16

                              FINANCING BY LANDLORD

16.01    ACKNOWLEDGMENT

Within ten (10) days after written request therefor by the Landlord, the Tenant
shall deliver, in a form supplied by the Landlord, a certificate and
acknowledgment to any proposed mortgagee or purchaser, or the Landlord,
certifying (if such be the case) that this Lease is in full force and effect (or
if there have been amendments, that the Lease is in full force and effect as
amended and identifying the amending agreements), the Commencement Date and term
of the Lease, the dates to which rent and other charges have been paid and
whether the Tenant has made any prepayments hereof, whether there is any
existing default by the Landlord or Tenant or any set-offs or claims by the one
against the other, the Tenant is not insolvent as defined under the Bankruptcy
and Insolvency Act (or if the Tenant is insolvent, providing details of same),
and whether there is any work remaining to be done by the Landlord within or to
the Leased Premises, and shall provide evidence of the Tenant's financial
standing in reasonable detail and such other information as the Landlord may
reasonably request. The Tenant shall, on the request of the Landlord,
acknowledge in writing receipt of any notice of assignment of this Lease by the
Landlord.

16.02    SUBORDINATION

This Lease and all the rights of the Tenant hereunder are and shall at all times
be subject and subordinate to any and all mortgages, trust deeds, charges, liens
or other security instruments or rights granted or placed on the Project or any
part thereof by the Landlord. Upon request of the Landlord from time to time,
the Tenant shall within ten days of such request execute such documents or
assurances in such form as the Landlord or its lenders may require to
subordinate this Lease to such security and all advances made or to be made upon
the security thereof, and if requested, attorning to the holder thereof.
Provided that the Tenant at all times shall (and whether or not a statement to
that effect is made in any instrument referred to in the previous sentence) be
entitled to be undisturbed in its occupation and possession of the Leased
Premises by any holder of any security as described in this section, so long as
the Tenant shall perform all of the terms and obligations contained in this
Lease and shall execute such reasonable documents attorning to any such security
holder as may be required.

16.03    ATTORNMENT

If any proceedings are brought for the foreclosure or other enforcement of any
security held on the Project and upon the security holder duly entering into
possession of the Project, or the portion thereof of

                                       28
<PAGE>   35
which the Leased Premises form a part, the Tenant agrees to attorn to and become
Tenant of such security holder and recognize such security holder as Landlord
under this Lease.

16.04    ATTORNEY

The Tenant shall execute within ten (10) days of request therefor such
instruments or certificates to carry out, evidence and give effect to the
provisions of Sections 16.01, 16.02 and 16.03 hereof as shall be requested by
the Landlord or any security holder in possession. IF SUCH EXECUTION IS NOT
FORTHCOMING WITHIN THE TEN (10) DAY PERIOD THEN the Tenant hereby irrevocably
appoints the Landlord as the Tenant's attorney with full power and authority to
execute and deliver in the name of the Tenant any such instruments or
certificates, and to appoint substitute attorneys.

16.05    FINANCIAL INFORMATION

THROUGHOUT THE TERM OF THIS LEASE, THE TENANT SHALL KEEP AND MAINTAIN, IN AN
ACCESSIBLE LOCATION, AT ALL TIMES, FULL, TRUE AND ACCURATE BOOKS OF ACCOUNTS AND
RECORDS ADEQUATE TO REFLECT CORRECTLY THE OPERATIONS OF THE TENANT WITH RESPECT
TO THE LEASED PREMISES. THE LANDLORD IS TO BE PROVIDED WITH FULL FINANCIAL
STATEMENTS PERTAINING TO THE OPERATION OF THE TENANT IMMEDIATELY UPON RECEIPT OF
THE LANDLORD'S WRITTEN REQUEST. THE TENANT ACKNOWLEDGES THAT SUCH FINANCIAL
STATEMENTS ARE BEING PROVIDED TO THE LANDLORD SO THAT IT MAY DETERMINE WHETHER
OR NOT THE TENANT IS INSOLVENT WITHIN THE MEANING OF THE BANKRUPTCY AND
INSOLVENCY ACT.

THE LANDLORD ACKNOWLEDGES THAT THE FINANCIAL INFORMATION DELIVERED TO IT
PURSUANT TO THIS SECTION 16.05 SHALL BE AND REMAIN STRICTLY CONFIDENTIAL, AND
SHALL NOT BE USED FOR OTHER THAN THE LANDLORD'S BONA FIDE INTERNAL PURPOSES
WITHOUT DISCLOSURE TO THIRD PERSONS, EXCEPT IN LITIGATION PROCEEDINGS BETWEEN
THE PARTIES, AND, IF SUCH THIRD PERSONS THEMSELVES AGREE WITH THE LANDLORD NOT
TO FURTHER DISCLOSE THE INFORMATION DELIVERED TO THEM, FOR FINANCING PURPOSES.

The Tenant agrees to provide to the Landlord prompt notice of any impending
financial difficulties which could lead to a secured creditor's exercising, or
providing notice of an intention to exercise, its remedies, including a notice
under Section 244 of the Bankruptcy and Insolvency Act.

                                   ARTICLE 17

                            ASSIGNMENT AND SUBLETTING

17.01    CONSENT REQUIRED

The Tenant will not assign this Lease in whole or in part, nor sublet all or any
part of the Leased Premises, nor mortgage or encumber this Lease or the Leased
Premises or any part thereof, nor suffer or permit the occupation of all or any
part thereof by others, without the prior written consent of the Landlord in
each instance, which consent may NOT be unreasonably withheld. The consent by
the Landlord to any assignment or subletting shall not constitute a waiver of
the necessity for such consent to any subsequent assignment or subletting. This
prohibition against assignment or subletting shall be construed to include a
prohibition against any assignment or subletting by operation of law. If this
Lease is assigned, or if the Leased Premises or any part thereof is sublet or
occupied by anyone other than the Tenant, the Landlord may collect rent from the
assignee, subtenant or occupant, and apply the net amount

                                       29
<PAGE>   36
collected to rent herein reserved, but no such assignment, subletting, occupancy
or collection shall be deemed a waiver of this covenant, or the acceptance of
the assignee, subtenant, or occupant as tenant, or a release of the Tenant from
the further performance by the Tenant of covenants on the part of the Tenant
herein contained. Notwithstanding any assignment or sublease, the Tenant shall
remain jointly and severally liable on this Lease and shall not be released from
performing any of the terms, covenants and conditions of the Lease. Any consent
to assignment of this Lease shall be prepared by the Landlord or its solicitors,
and any and all legal costs with respect thereto shall be borne by the Tenant.
Any consent granted by the Landlord shall be subject to the Tenant causing any
such assignee, sublessee or occupant to execute an indenture and covenant
directly with the Landlord agreeing to be bound by all of the terms contained in
this Lease, as if such assignee, sublessee or occupant had originally executed
this Lease as Tenant.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE LEASE, THE TENANT MAY,
WITHOUT THE LANDLORD'S CONSENT BUT UPON PRIOR WRITTEN NOTICE TO THE LANDLORD,
ASSIGN THE TENANT'S INTEREST IN THIS LEASE OR SUBLET THE WHOLE OR ANY PART OF
THE LEASED PREMISES WHERE THE SUBLESSEE OR ASSIGNEE IS:

(i)      A HOLDING BODY CORPORATE, A SUBSIDIARY BODY CORPORATE, AN AFFILIATED
         BODY CORPORATE OR ASSOCIATE OF THE TENANT (AS THOSE ARE DEFINED IN THE
         BUSINESS CORPORATIONS ACT (ONTARIO) OR ANY SUCCESSOR OR REPLACEMENT
         ACT) AS LONG AS THE SUBLESSEE OR ASSIGNEE REMAINS A HOLDING BODY
         CORPORATE, A SUBSIDIARY BODY CORPORATE, AN AFFILIATED BODY CORPORATE OR
         AN ASSOCIATE OF THE TENANT;

(ii)     A CORPORATION RESULTING FROM THE MERGER, AMALGAMATION OR OTHER
         CORPORATE RE-ORGANIZATION OF THE TENANT;

(iii)    A BONA FIDE LENDER OF THE TENANT, THE PARENT, SUBSIDIARY, ASSOCIATED OR
         AFFILIATED COMPANY OF THE TENANT, IN CONNECTION WITH A GENERAL
         FINANCING OF THE TENANT'S BUSINESS.

NO SUCH SUBLET OR ASSIGNMENT SHALL HAVE THE EFFECT OF RELEASING THE TENANT FROM
ITS OBLIGATIONS UNDER THIS LEASE.

17.02    CONDITIONS OF CONSENT

In the event that the Tenant receives consent under Section 17.01, such consent
shall be subject to the condition that the fixed annual Base Rent payable by any
such assignee, subtenant or occupant thereafter shall be no less than the
average annual Base Rent paid by the Tenant for the two (2) full years
immediately preceding such assignment, subletting or parting with or sharing
possession. All of the other terms, covenants and conditions of this Lease shall
remain as herein specified, including without limitation, the provisions of
Section 17.01 relating to the continuing liability of the Tenant.

17.03    LANDLORD'S OPTION

In the event that the Tenant desires to assign, sublet or part with possession
of all or any part of the Leased Premises or to transfer this Lease in any other
manner, in whole or in part or any estate or interest thereunder, then and so
often as such event shall occur the Tenant shall give prior written notice to
the Landlord of such desire, specifying therein the proposed assignee,
transferee or sublet tenant and the Landlord shall, within thirty (30) days
thereafter, notify the Tenant in writing either, that: (i) it consents

                                       30
<PAGE>   37
or (ii) does not consent as aforesaid to the assignment, subletting or parting
with or sharing possession as the case may be, or (iii) it elects to cancel this
Lease in preference to the giving of such consent. In the event the Landlord
elects to cancel this Lease as aforesaid, the Tenant shall notify the Landlord
in writing within fifteen (15) days thereafter of the Tenant's intention either
to refrain from such assigning, subletting or parting with or sharing possession
or to accept the cancellation of this Lease. Should the Tenant fail to deliver
such notice within such period of fifteen (15) days, this Lease will thereby be
terminated upon the expiration of the said fifteen (15) day period. If the
Landlord shall not exercise its option to cancel this Lease, then Sections 17.01
and 17.05 shall continue to apply.

17.04    NO ADVERTISING OF LEASED PREMISES

The Tenant shall not print, publish, post, mail, display, broadcast or otherwise
advertise or offer for any of the aforesaid purposes, the whole or any part of
the Leased Premises for purposes of assignment, sublet, transfer or encumbrance,
and shall not permit any broker or other party to do any of the foregoing,
unless the complete text and format of any such notice, advertisement, or offer
shall have first been approved in writing by the Landlord. Without in any way
restricting or limiting the Landlord's right to refuse any text and format on
other grounds, any text and format proposed by the Tenant shall not contain any
reference to the rental rate for the Leased Premises.



17.06    ASSIGNMENT BY THE LANDLORD

The Landlord shall have the unrestricted right to sell, transfer, lease, charge
or otherwise dispose of all or any part of its interest in the Project or any
interest in the Lease. In the event of the sale, transfer or lease by the
Landlord of the Project or any part or parts thereof, or the assignment by the
Landlord of this Lease or any interest of the Landlord hereunder, and to the
extent that the assignee has assumed the covenants and obligations of the
Landlord hereunder, the Landlord shall thereupon, without further written
agreement be freed and relieved of liability upon such covenants and
obligations.



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<PAGE>   38
                                   ARTICLE 18

                                     DEFAULT

18.01    DEFAULTS AND REMEDEES

If any of the following shall occur:

(a)      if the Tenant shall fail to pay any Rent or other sums due hereunder
         (including all items of Rent listed in Section 4.01) when due, and if
         such Rent or other sums are not paid within seven (7) days after notice
         is given by the Landlord of such non-payment;

(b)      if the Tenant does not observe, perform and keep each and every of the
         covenants, provisions, stipulations, conditions, rules and regulations
         and other terms herein contained to be observed, performed and kept by
         the Tenant, and, where the breach can be rectified, such non-observance
         or non-performance shall continue for fifteen (15) days (or such
         shorter period as may be specified in any particular section of this
         Lease) after notice is given by the Landlord requiring that the Tenant
         rectify the breach, except where rectifying the breach would reasonably
         require more than fifteen (15) days and the Tenant has commenced
         rectification in good faith within the fifteen (15) day period and
         thereafter promptly, diligently and continuously proceeds with
         rectification of the breach;

(c)      if the Tenant abandons, threatens to abandon or attempts to abandon the
         Leased Premises, or leave them vacant for more than seven (7) days, or
         make a bulk sale of its goods or sell the business conducted at the
         Leased Premises, or move, or commence, attempt or threaten to move any
         of its goods, chattels and equipment out of the Leased Premises (other
         than in the ordinary course of its business), or cease to conduct
         business from the Leased Premises other than in conjunction with an
         authorized and approved assignment or subletting;

(d)      if a writ of execution shall issue against the Tenant, or if the Term
         hereby granted or any of the goods, chattels or equipment of the Tenant
         shall be taken in execution or attachment or be seized by any creditor
         of the Tenant, whether secured or otherwise;

(e)      if the Tenant shall become insolvent or commit an act of bankruptcy or
         become bankrupt or take the benefit of any Act that may be in force for
         bankrupt or insolvent debtors, or become involved in voluntary or
         involuntary winding up proceedings, or if a receiver shall be appointed
         by the Court or by any creditor for the business, property, affairs or
         revenues of the Tenant;

then, and in every such case, the Landlord may, in addition to any other rights
or remedies it may have under other provisions of this Lease or by law, at its
option exercise all or any of the following remedies:

(f)      The Landlord may perform any obligation which the Tenant should have
         performed or cause the same to be performed and for such purpose may
         enter upon the Leased Premises and do such things thereon as the
         Landlord may consider requisite without effecting a termination of this
         Lease;

(g)      The Landlord may enter the Leased Premises and distrain upon the goods
         and chattels of the Tenant, or may remove and sell goods, chattels and
         equipment of the Tenant

                                       32
<PAGE>   39
         and the Landlord may seize and sell the goods and chattels and the
         equipment whether they are within the Leased Premises or at any place
         to which the Tenant or any other person may have removed them in the
         same manner as if they had remained and been distrained upon in the
         Leased Premises, and the Landlord may follow the goods and chattels for
         the maximum period permitted by law, and any sale by the Landlord may,
         in its sole discretion be effected by public auction or private
         contract and either in bulk or by individual items, or partly by one
         means and partly by the other.

(h)      The Landlord may remove the goods, chattels, equipment and fixtures of
         the Tenant from the Leased Premises and store them in a public
         warehouse or elsewhere at the cost of and for the account of the
         Tenant.

(i)      In order to relet, the Landlord may take possession of the Leased
         Premises as agent of the Tenant and effect such alterations and repairs
         as it may deem necessary or advisable for the purpose of such
         reletting, and it may relet the Leased Premises or any part thereof for
         such term or terms (which may be for a term extending beyond the Term)
         and at such rental or rentals and upon such other terms and conditions
         as the Landlord, in its sole discretion, may deem advisable. Upon such
         reletting, all rentals received by the Landlord from such reletting
         shall be applied, first to the payment of the Landlord's costs and
         expenses of such reletting and costs of such alterations and repairs;
         second to the payment of any indebtedness other than Rent due from the
         Tenant to the Landlord; third to the payment of arrears of Rent; fourth
         to the payment of Rent as it falls due; and the residue, if any, shall
         be held by the Landlord without interest until the end of the Term and
         applied from time to time in payment of Rent as the same may become due
         and payable, and any residue remaining at the end of the Term shall be
         held for the Tenant. No such reletting nor the receipt of any such
         rentals from any new tenant nor the creation of the relation of
         landlord and tenant between the Landlord and any party to whom the
         Leased Premises may have been relet shall have the effect of
         exonerating the Tenant from its obligations to pay rent hereunder as it
         falls due or of in any way terminating this Lease.

(j)      The Landlord may terminate this Lease by commencing an action for
         possession or for termination of the Lease or by notice to the Tenant.
         Such termination may be effected either at or after the time of the
         breach or at any later time and notwithstanding that the Landlord may
         have exercised any of its other remedies including that set out under
         subsection (i) hereof. In the event that the Landlord or anyone
         claiming under it or to whom it has rented the Leased Premises is in
         possession under the provisions of subsection (i) hereof, the Landlord
         may at any time terminate this Lease by notice to the Tenant and
         thereafter any then existing or later lease of the Leased Premises
         shall be for the account of the Landlord notwithstanding that such
         Lease may originally have been entered into as agent for the Tenant. If
         the Landlord enters the Leased Premises without notice to the Tenant as
         to whether it is terminating this Lease under subsection (j) or
         proceeding under subsection (i) or any other provision of this Lease,
         the Landlord shall be deemed to be proceeding under subsection (i) and
         the Lease shall not be terminated, nor shall there be any surrender by
         operation of law, but the Lease shall remain in full force and effect
         until the Landlord notifies the Tenant that it has elected to terminate
         this Lease. No entry by the Landlord during the Term shall have the
         effect of terminating this Lease without notice to that effect to the
         Tenant.

(k)      The Landlord shall be entitled to damages from the Tenant for breach of
         this Lease. If it should be necessary to determine the present value of
         any item of rent, such present value shall be

                                       33
<PAGE>   40
         determined using a discount rate equal to the prime rate of the
         Canadian Imperial Bank of Commerce at the time less one percentage (1%)
         point.

(l)      At the option of the Landlord, the full amount of the current month's
         Rent and the next ensuing three (3) months' Rent shall accelerate and
         shall immediately become due and payable. For the purpose of this
         subsection, where any of the items of Rent set out in Section 4.01 are
         not known, definite or established at the time of the exercise of such
         option by the Landlord, the acceleration in respect of such items shall
         be equal to three (3) times the average monthly instalment during the
         full twelve month period preceding such acceleration, or if there has
         not been a full twelve month period, it shall be equal to three (3)
         times the average monthly instalment since the beginning of the Term.

(m)      On any termination for default, all fixtures, Tenant's improvements or
         other installations in the Leased Premises, which in law are fixtures
         or a part of the realty or are attached, affixed to or incorporated
         into or with the immoveable properties situated in or upon the Project,
         and which are not the property of the Landlord, shall at the Landlord's
         option forthwith become the property of the Landlord, and whether or
         not such fixtures are in the nature of Tenant's trade fixtures, and
         whether or not they would be removable by the Tenant at the expiry of
         the Term if there had been no default.

18.02    INTEREST AND COSTS

Whenever the Landlord takes any proceedings, sends any notices, does any work,
or otherwise incurs any expense or trouble or takes any action with respect to
any default by the Tenant, and whether or not legal proceedings are begun or
considered in consequence of such default, and whether or not this Lease is
terminated, the Landlord shall be entitled to be paid by the Tenant forthwith on
demand in addition to any other amounts which may be payable or owing hereunder,
all of the following:

(a)      the cost of effecting any repairs or performing any obligation of the
         Tenant, together with an allowance of fifteen per cent (15%) for the
         Landlord's overhead and supervision;

(b)      the Landlord's costs and expenses in preparing the Leased Premises for
         reletting in such manner as in its sole discretion it deems necessary
         or advisable, together with an allowance of fifteen percent (15%) for
         the Landlord's overhead and supervision;

(c)      the Landlord's Court costs, collection costs, and legal fees as between
         a solicitor and his own client and all judicial and extra-judicial fees
         of advocates and notaries;

(d)      interest on rent or any other amounts overdue under the terms of this
         Lease and on any monies expended by the Landlord in consequence of any
         default by the Tenant at the rate of TWELVE (12%) per annum;

(e)      a charge of fifty dollars ($50.00) for each cheque of the Tenant which
         is returned to the Landlord because of insufficient funds in the
         Tenant's account;

(f)      any other costs, charges or expenses, which the Landlord incurs or to
         which it is put, and which would not have been necessary at the time at
         which they were incurred but for the default of the Tenant.



                                       34
<PAGE>   41
18.03    WAIVER BY TENANT

Notwithstanding anything contained in any statute at the present time or in the
future in force, the Tenant hereby agrees with the Landlord that none of the
Tenant's goods or chattels on the Leased Premises at any time during the Term
shall be exempt from levy by distress for Rent (including all items set out in
Section 4.01) in arrears, and that the Landlord may follow the Tenant's goods or
chattels without limitation of time, and that on any termination of the Lease by
the Landlord under the terms hereof, the Tenant shall have no right of
redemption or relief from forfeiture and that the Landlord may enter or take
possession of the Leased Premises without judicial order, a writ of possession
or any other legal process, and without notice to the Tenant except as provided
under this Lease.

18.04    ENFORCEMENT BY LANDLORD

The failure by the Landlord to enforce any term or covenant or obligation of the
Tenant contained herein shall not be deemed to be a waiver of such term,
covenant or obligation, or permission for any subsequent breach of the same, and
the Landlord may at any time enforce such term, covenant or obligation. The
waiver by the Landlord of any breach of any term, covenant or obligation hereof
shall not be deemed to be a waiver of such term, covenant or obligation with
respect to any subsequent breach. No term, covenant or obligation of the Tenant
contained in this Lease may be waived by the Landlord, unless such waiver be in
writing executed by the Landlord. The acceptance of Rent by the Landlord
subsequent to any such breach shall not be deemed to be a waiver of such breach,
whether or not the Landlord had knowledge of the breach at the time of
acceptance of the Rent. No payment by the Tenant or receipt by the Landlord
whether it be of a lesser amount than the fixed base monthly rent herein
stipulated or the full amount or a greater amount thereof, shall be deemed,
unless otherwise determined by the landlord in its sole and uncontrolled
discretion, to be other than on account of the earliest stipulated rent, and no
endorsement or statement on any cheque or any letter accompanying any cheque or
payment as rent shall constitute an effective direction from the Tenant as to
the appropriation of such cheque or payment nor shall any such endorsement or
statement or any such letter be deemed an acknowledgment of full payment or an
accord and satisfaction and the Landlord may accept such cheque or payment
without prejudice to the Landlord's right to recover the balance of such rent or
any other amount owing by the Tenant or pursue any other remedy provided for in
this Lease. The Landlord shall be under no obligation to the Tenant to enforce
any provision of this Lease, or any provision of any other tenant's Lease of
premises in the Project.

18.05    WAIVER OF REPUDIATION OF LEASE


                                       35
<PAGE>   42
                                   ARTICLE 19

                                   END OF TERM

19.01    EXPIRATION

On the expiration of the Term hereby created, the Tenant shall surrender and
yield up the Leased Premises to the Landlord in as good condition as the Tenant
is required to maintain the Leased Premises throughout the Term and the Tenant
shall deliver to the Landlord all keys to the Leased Premises and the Project
and the combination of all locks, safes and vaults, if any, in the Leased
Premises.

19.02    REMOVAL AT END OF TERM

When not in default at the expiration of the Term hereby created, the Tenant may
remove its trade fixtures. The Tenant shall on any surrender of possession of
the Leased Premises remove such of its trade fixtures, other fixtures, leasehold
improvements and equipment which are incorporated into, affixed or attached for
a permanency to and which have become a part of the realty or immoveable
property comprising the Project, as the Landlord may require and the Tenant
shall remove any Contaminants which have been spilled, stored or incorporated in
or on any part of the Leased Premises, and in effecting such removal shall do no
damage to the Leased Premises or any parts of the building and the Tenant shall
be responsible for any environmental liability as a result of the removal of any
improvements or Contaminants. Where required by the Landlord, the Tenant shall
return the Leased Premises to the condition in which they existed at the
beginning of the Term. Any leasehold improvements, equipment and fixtures which
are not required to be removed by the Landlord shall on surrender of possession
by the Tenant be left in the Leased Premises by the Tenant without payment by
the Landlord to the Tenant.

19.03    SURVIVING OBLIGATIONS

On any termination of this Lease, the Tenant's right of possession shall cease
and terminate, but the obligations of the parties with respect to payment of
Rent or covenants not performed at the date of such termination,
indemnification, or any other obligations which, by their nature or by reason of
the circumstances at the time of such termination, are not completely performed
prior to such termination, shall remain in full force and effect until
satisfied. It is agreed, however, that in no event shall the Tenant have any
interest in or right to possession of the Leased Premises or any part of the
Project after the termination of the Lease.

19.04    SHOWING PREMISES

At any time in business hours during the last six (6) months of the Term, the
Landlord may show the Leased Premises to prospective tenants and for that
purpose, the Landlord, its agents, and prospective tenants may enter upon and
inspect all parts of the Leased Premises. In addition, the Landlord may at any
time during the Term show the Leased Premises to prospective mortgagees or
purchasers of the Project, and for that purpose, its and their agents and
employees may enter upon and inspect all parts of the Leased Premises. In so
doing, the Landlord shall interfere as little as possible with the Leased

                                       36
<PAGE>   43
Premises and the business of the Tenant, but shall not be liable to the Tenant
with respect to any interference.

19.05    OVERHOLDING

If the Tenant remains in possession of the Leased Premises after the end of the
Term, with the consent of the Landlord and without the execution and delivery of
a new lease, there shall be no tacit renewal of the Lease or renewal or
extension of the Term, nor shall a tenancy from year to year be created, but
notwithstanding any statutory provisions to the contrary, a monthly tenancy
shall be created, which may be terminated by either party on one (1) month's
notice. Rent shall be payable in advance on the first day of each month equal to
the sum of:

(a)      one HUNDRED AND TWENTY-FIVE PERCENT (125%) of the monthly instalment of
         Base Rent payable during the last year of the Term:

(b)      one-twelfth (1/12) of the amount of all other items of Rent set out in
         Section 4.01 hereof, determined in the same manner as if the Lease had
         been renewed for the year of which any such month is a part;

and otherwise upon the terms and conditions set out in this Lease insofar as
they are applicable.

                                   ARTICLE 20

                              GUARANTOR OBLIGATIONS

20.01    GUARANTOR OBLIGATIONS




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<PAGE>   44
                                   ARTICLE 21

                                  MISCELLANEOUS

21.01    FORCE MAJEURE

Notwithstanding anything herein contained, neither party shall be in default
with respect to the performance of any of the terms of this Lease if any
non-performance is due to any strike, lock-out, labour dispute, civil commotion,
war or similar event, invasion, the exercise of military power, act of

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<PAGE>   45
God, government regulations or controls, inability to obtain any material or
service, failure by the Landlord to complete the Project, or any cause beyond
the control of the party relying on this section (other than lack of or
inability to obtain financial resources by such party). Otherwise, time shall be
of the essence of this Lease and all the obligations contained herein.

21.02    RELATIONSHIP OF PARTIES

Nothing contained in this Lease shall create any relationship between the
Landlord and Tenant other than that of landlord and tenant. It is specifically
agreed that the Landlord is not a partner of the Tenant, or a joint venturer or
in any way interested in the business of the Tenant except as Landlord.

21.03    CONSTITUTION OF TENANT

If the Tenant as named herein is or becomes a partnership, each person who is
presently a member of the partnership and each person who becomes a member of
the partnership or any successor partnership, shall be and continue to remain
jointly and severally liable for the obligations of the Tenant under this Lease,
regardless of whether or not he ceases to be a member of the partnership. If the
Tenant is an agent, unless specifically set out herein to the contrary, then the
principal or principals of the agent shall be jointly and severally liable
together with the agent for all of the Tenant's obligations under this Lease.
The Tenant covenants that it has and at all times during the Term will have all
licences, approvals or authorities necessary to own and carry on its business on
the Leased Premises and to hold the Term created by this Lease and perform its
obligations hereunder, including without limiting the generality of the
foregoing, any required extra-provincial licence or licence in mortmain or
approval under the Investment Canada Act.

21.04    SUCCESSORS

The rights and liabilities of the parties shall enure to the benefit of their
respective heirs, executors, administrators, successors and assigns, subject to
any requirement for consent by the Landlord under Article 17.

21.05    ENTIRE AGREEMENT

This Lease contains the entire agreement between the parties and it is agreed
that there is no covenant, promise, agreement, condition precedent or
subsequent, warranty or representation or understanding, whether oral or
written, other than as set forth herein. Notwithstanding the terms thereof, this
Lease fully replaces and supersedes any offer, agreement, letter, letter of
intent, or other contractual arrangement between the parties related to the
Leased Premises or the Project in existence at the time of execution of this
Lease.

21.06    SEVERABILITY OF CLAUSES

If any term, article, section, subsection, paragraph, clause or subclause or any
of the words contained in this Lease shall be held wholly or partially invalid
or unenforceable by any Court of competent jurisdiction, the Landlord and Tenant
agree that the remainder of this Lease shall not be affected by such judicial
holding, but shall remain in full force and effect.



                                       39
<PAGE>   46
21.07    TERMINATION IF PROJECT NOT COMPLETED



21.08    CAPTIONS

The captions, article and section names and numbers and table of contents
appearing in this Lease are for convenience of reference only, and in no way
define, limit or describe the scope or intent of any portion of this Lease and
have no effect on its interpretation.

21.09    EXTENDED MEANINGS

The word "Tenant" as used herein shall include each and every person or
corporation mentioned as Tenant herein or liable as Tenant under the provisions
of Section 21.03, their successors and assigns. If at any time, there shall be
more than one Tenant, any notice required or permitted by the terms of this
Lease may be given by the Landlord to any one thereof, and shall have the same
force and effect as if given to all. Where the context allows, the word "Tenant"
shall include the servants, employees, agents, invitees, patrons, customers,
concessionaires, franchisees and licensees of the Tenant and all others over
whom the Tenant might reasonably be expected to exercise control. Provided,
however, that this extended meaning shall not confer any rights where any
required consent has not been duly obtained under Article 17. The word
"Landlord" as used in this Lease shall be deemed to include the successors and
assigns of the Landlord. The Landlord may act through such managers,
representatives, agents or employees as it may from time to time appoint. All
references to the Landlord or the Tenant or others under this Lease shall be
construed and adjusted for the applicable gender and number, regardless of the
gender and number in which they are expressed. All provisions of this Lease
creating obligations on any party hereto shall be deemed to be and shall be
construed as covenants.

21.10    NOTICES


Any notice required or permitted under this Lease may be sufficiently given to
the following addresses:

To the Landlord:

         c/o ENTERPRISE PROPERTY GROUP LIMITED
         SUITE 200
         480 UNIVERSITY AVENUE
         TORONTO, ONTARIO
         M5G 1V2

To the Tenant:

         AT THE LEASED PREMISES



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<PAGE>   47
Either party may by notice in writing to the other from time to time designate
another address in Canada to which notices given more than ten (10) days
thereafter shall be addressed. Notices shall be sufficiently given if delivered
or if sent by prepaid registered mail from any place in Canada to such
addresses. Any notice so delivered shall be deemed to have been given when
delivered and any notice so mailed shall be deemed to have been given on the
third day after mailing. Provided, however, that in the event or an interruption
of mail services at the time of such mailing or within three (3) days
thereafter, by reason of strike, wildcat strike, lock-out, industrial dispute or
other reason, whether of the foregoing nature or not, the notice shall not be
deemed to have been received until it is actually delivered, whether by mail or
otherwise.

21.11    NO LEASE PRIOR TO EXECUTION

The submission of this Lease for examination by the Tenant, whether or not
executed by the Landlord, shall not constitute an offer or agreement nor shall
there be any obligation on the part of the Landlord towards the Tenant
hereunder, until the Lease has been fully executed and delivered by both the
Landlord and the Tenant.

21.12    REGISTRATION

Either party may register the minimum notice or memorial of lease required to
give notice of its interest under the applicable registration statute, and the
other party agrees to execute such documentation as may be necessary or
convenient for such purpose. Except as set out above, the Tenant shall not
register this Lease or register or deposit any evidence of its interest in the
Project pursuant to this Lease or otherwise, without the written consent of the
Landlord. If any notice or memorial of lease is registered by the Tenant, the
Tenant shall, prior to registration, provide the Landlord with the sum of Two
Hundred Dollars ($200.00) to be held by the Landlord and to be used for the
discharge of such registration at the expiry of this Lease.

21.13    ADDITIONAL CHARGES

The Landlord may impose reasonable charges (as compensation for the Landlord's
overhead and administration) at any time and from time to time for any service
requested by the Tenant which is not otherwise provided by the Landlord under
this Lease. Further, in the event that any cost incurred by the Landlord in its
maintenance and operation of the Common Areas and Facilities of the Project is
the result of the actions of the Tenant or the Tenant's employees, the Tenant
shall be responsible for such costs and shall reimburse the Landlord for same
immediately upon demand by the Landlord. The Tenant acknowledges that it shall
be responsible for any extra security, cleaning and legal costs incurred by the
Landlord as a result of a union's attempt to organize the employees of the
Tenant, or as a result of the Tenant's employees' exercising their right to
picket in the Common Areas and Facilities of the Project plus a further fifteen
percent (15%) of the cost thereof representing the Landlord's overhead.

21.14    NET LEASE

The parties hereby declare that it is the intention of this Lease that it shall
be a "carefree" lease to the Landlord in that the Base Rent provided herein
shall be entirely net to the Landlord and all costs and expenses incurred by the
Landlord in connection with the operation, administration, management,
supervision and repair of the Project, other than as specifically provided
herein, shall be borne by the Tenant and other tenants of the Project.


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<PAGE>   48
21.15    GOVERNING LAW

This agreement shall be construed in accordance with and governed by the laws of
the Province where the Leased Premises are located.

21.16    COMPLIANCE WITH PLANNING STATUTES, ETC.

This Lease is entered into subject to compliance with any statute, law, by-law
or regulation to the conveying or granting of interest in real property. The
Landlord or the Tenant may, at the Tenant's expense, apply to the appropriate
authority for its consent to or approval of this Lease, if required. The
Landlord and Tenant agree to co-operate with each other in obtaining such
consent or approval and to pursue such application diligently. If such consent
or approval is not obtained within ninety (90) days after the date of execution
of this Lease, the Landlord shall have thirty (30) days within which to notify
the Tenant in writing that all rights and obligations of the parties under this
Lease are terminated. If the Landlord fails to so notify the Tenant, then
notwithstanding anything herein contained, the Term shall expire on the last day
of the maximum term permitted without such consent or approval.

21.17    WAIVER

The waiver by the Landlord of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by the
Landlord shall not be deemed to be a waiver of any preceding breach by the
Tenant of any term, covenant or condition of this Lease, regardless of the
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent. No covenant, term or condition of this Lease shall be deemed to have been
waived by the Landlord unless such waiver be in writing by the Landlord.

All rent, additional rent and other sums of money to be paid by the Tenant to
the Landlord hereunder, shall be paid without any deduction, abatement or
set-off whatsoever and the Tenant hereby waives the benefit of any statutory or
other rights in respect of abatement or set-off in its favour at the time hereof
or at any future time.

21.18    SURRENDER OF EXISTING OFFER

THE PARTIES ACKNOWLEDGE THAT UPON ACCEPTANCE OF THIS LEASE BY THE LANDLORD, THE
OFFER TO LEASE BETWEEN THE TENANT AND NORTH AMERICAN LIFE ASSURANCE COMPANY AS
LANDLORD DATED THE 1ST DAY OF FEBRUARY, 1995 (THE "EXISTING LEASE") SHALL BE
SURRENDERED EFFECTIVE THE 30TH DAY OF NOVEMBER, 1996 (THE "EFFECTIVE DATE") AND
THE TENANT SHALL DELIVER VACANT POSSESSION OF THE PREMISES DESCRIBED THEREIN TO
THE LANDLORD ON THE EFFECTIVE DATE IN ACCORDANCE WITH THE EXISTING LEASE. THE
PARTIES ACKNOWLEDGE THAT, WITH RESPECT TO THE EXISTING LEASE, THE LANDLORD IS
THE SUCCESSOR OF NORTH AMERICAN LIFE ASSURANCE COMPANY. THE TENANT SHALL BE
RELIEVED OF ALL ITS OBLIGATIONS UNDER THE EXISTING LEASE WITH EFFECT FROM THE
EFFECTIVE DATE EXCEPT FOR ANY ADJUSTMENTS WITH RESPECT TO THE TENANT'S ESTIMATED
PROPORTIONATE SHARE OF OPERATING COSTS AND TAXES AS DEFINED IN THE EXISTING
LEASE.


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<PAGE>   49
21.19    TENANT'S RIGHT TO LEASE ADJACENT SPACE

PROVIDED THE TENANT IS MEDIA SYNERGY INC. AND IS NOT IN DEFAULT UNDER THE TERMS
AND CONDITIONS OF THIS LEASE, AT ANY TIME DURING THE TERM, THE TENANT SHALL HAVE
THE RIGHT TO LEASE THE ADJACENT VACANT PREMISES, HAVING A RENTABLE AREA OF
APPROXIMATELY THREE THOUSAND, THREE HUNDRED AND SEVENTY-SIX (3,376) SQUARE FEET,
SHOWN OUTLINED IN BLUE ON SCHEDULE "B" ATTACHED HERETO (THE "ADDITIONAL
PREMISES"), SUBJECT TO THE TERMS AND CONDITIONS TO BE NEGOTIATED BETWEEN THE
PARTIES AT THE TIME THE TENANT EXERCISES ITS RIGHT TO LEASE THE ADDITIONAL
PREMISES.

NOTWITHSTANDING THE FOREGOING, IN THE EVENT THE LANDLORD RECEIVES A BONA FIDE
OFFER FROM A THIRD PARTY AT ANY TIME DURING THE TERM TO LEASE THE ADDITIONAL
PREMISES (THE "THIRD PARTY OFFER"), WHICH THIRD PARTY OFFER THE LANDLORD DESIRES
TO ACCEPT, THE LANDLORD SHALL FIRST GIVE THE TENANT NOTICE OF THE THIRD PARTY
OFFER AND SUCH NOTICE SHALL CONSTITUTE AN OFFER TO LEASE THE ADDITIONAL PREMISES
TO THE TENANT UPON THE TERMS AND CONDITIONS CONTAINED IN THE THIRD PARTY OFFER.
THE TENANT MAY ELECT, BY GIVING WRITTEN NOTICE TO THE LANDLORD WITHIN THIRTY-SIX
(36) HOURS AFTER RECEIPT OF THE LANDLORD'S NOTICE, TO LEASE THE ADDITIONAL
PREMISES ON THE TERMS AND CONDITIONS SET OUT HEREIN, AND IF IT SO ELECTS, THEN
THERE SHALL BE A BINDING AGREEMENT TO LEASE BETWEEN THE PARTIES. IF THE TENANT
DOES NOT ELECT TO LEASE THE ADDITIONAL PREMISES WITHIN THE TIME AND IN THE
MANNER SET OUT HEREIN, THEN THIS RIGHT TO LEASE THE ADDITIONAL PREMISES SHALL BE
NULL AND VOID AND OF NO FORCE OR EFFECT WHATSOEVER AND THE LANDLORD SHALL BE
ENTITLED TO LEASE THE ADDITIONAL PREMISES TO SUCH THIRD PARTY.

IN WITNESS WHEREOF the parties hereto have executed this document under seal.

Executed by the Tenant this 19 day of September, 1997.

SIGNED, SEALED AND DELIVERED


in the presence of:                 TENANT:

                                    MEDIA SYNERGY INC.


/s/ Judy Lucas                      Per     /s/ Wilson Lee
                                          ---------------------------------
                                    Name:      Wilson Lee
                                          ---------------------------------
                                    Title:     CFO
                                          ---------------------------------

                                    I HAVE THE AUTHORITY TO BIND THE COMPANY


/s/ Judy Lucas                      Per:    /s/ Paul Chen
                                          ----------------------------------
                                    Name:      Paul Chen
                                          ----------------------------------
                                    Title:     President
                                          ----------------------------------

                                       43
<PAGE>   50
                                 I HAVE THE AUTHORITY TO BIND THE COMPANY

Executed by the Landlord this
8 day of October, 1997           LANDLORD:

                                 THE MANUFACTURERS LIFE INSURANCE COMPANY BY
                                 ITS AGENT ENTERPRISE COMMERCIAL MANAGEMENT INC.

/s/ Ron Meanchoff                Per:  /s/ Ron Varley
                                     -------------------------------------
                                       Authorized Official RON VARLEY
                                       REGIONAL DIRECTOR
                                       TORONTO REAL ESTATE OFFICE

                                 Per:
                                     -------------------------------------
                                       Authorized Official


                                       44
<PAGE>   51
                                  SCHEDULE "A"

                                LEGAL DESCRIPTION


Lots 1,  2, 3, 4, 5, 6 and Lane Registered Plan D-84;

Town Lot 8, South Side of Adelaide Street

Town Lot 8, Parts of Town Lots 6 and 7, North side of King Street, Town of York
Plan;

All of which lands and premises are more particularly described as Parts 9 and
10 on a Plan of Reference filed in the Land Registry Office for the Registry
Division of Toronto as No. 63R-3338.


                                       45
<PAGE>   52
                                  SCHEDULE "B"

                                   FLOOR PLAN



                                       46
<PAGE>   53
                                  SCHEDULE "D"


Attached to and forming part of the Lease by and between THE MANUFACTURERS LIFE
INSURANCE COMPANY as Landlord and MEDIA SYNERGY INC. as Tenant dated the 5TH day
of DECEMBER, 1996, with respect to premises located in the Project known as
ONTARIO DESIGN CENTRE.

RULES AND REGULATIONS

1.       USE OF LEASED PREMISES OR PROJECT

The Tenant shall not use or permit the use of the Leased Premises or bring or
keep anything therein in such manner as to create any objectionable noises,
odours or other nuisance or hazard or increase the risk of fire, or breach any
applicable provisions of any municipal by-law or other lawful requirement
applicable thereto or any requirement of the Landlord's insurers; shall not
permit the Leased Premises to be used for cooking (except with the Landlord's
prior written consent) or for sleeping; shall keep the Leased Premises tidy and
free from rubbish; shall deposit rubbish in receptacles which are either
designated or clearly intended for such use; and shall leave the Leased Premises
at the end of each business day in a condition such as to facilitate the
performance of the Landlord's janitorial services in the Leased Premises unless
otherwise arranged. To ensure efficient operation of the heating, ventilating
and air-conditioning systems, no window shades, blinds or curtains shall be
installed and nothing shall be placed on any radiator or heating or ventilating
unit without the prior written consent of the Landlord.

2.       CARE OF LEASED PREMISES

The Tenant shall not abuse, misuse or damage the Leased Premises or any of the
improvements or facilities therein, and in particular shall not deposit rubbish
in any plumbing apparatus or use it for any purpose other than that for which it
is intended and shall not deface or mark any walls or other part of the Leased
Premises. No broadloom or carpeting shall be affixed to the Leased Premises by
means of a non-soluble adhesive or similar product unless approved in writing by
the Landlord. The Tenant shall keep the outside areas in front of and
immediately adjoining the Leased Premises clean and free from dirt and rubbish.

3.       DEFACING LEASED PREMISES OR PROJECT

The Tenant and its employees shall not mark or place any sign or advertising,
paint, drill or in any way deface the walls, doors, ceilings, windows,
partitions, floors, wood, concrete, metal or other material of or in the Leased
Premises or the Project without the prior written consent of the Landlord.

4.       OVERLOADING

The Tenant shall not permit any floor of the Leased Premises to be overloaded
nor bring onto or move any safe or other heavy object onto or from the Leased
Premises without the prior written consent of the Landlord. The installation or
moving of any such item shall be under the Landlord's direction and at such
times and by such means and such movers as the Landlord shall have approved.

5.       RESTRICTION ON DANGEROUS MATERIALS AND ACTIVITIES, FOOD, ETC.



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<PAGE>   54
The Tenant shall not perform, patronize or (to the extent under its control)
permit any canvassing, soliciting or peddling in the Project, shall not install
in the Leased Premises any machines vending or dispensing refreshments, tobacco
or other merchandise, or coin-operated telephones, and shall not permit food or
beverages to be delivered to the Leased Premises by any persons who have been
prohibited by the Landlord from bringing food or beverages to the Project, and
the Tenant shall require any food or beverages being delivered to the Leased
Premises to be so delivered by such means and at such times as have been
authorized by the Landlord. The Tenant shall not keep, use, sell or offer for
sale in or upon the Leased Premises anything which in the opinion of the
Landlord is of a dangerous, toxic, inflammable or explosive nature.

6.       DEBRIS, GARBAGE, TRASH OR REFUSE

Debris, garbage, trash, recycling, or refuse shall not be placed or left by the
Tenant, its employees or agents, in, on or upon any part of the Project outside
the Leased Premises, but shall be deposited by the Tenant in containers as
specified by the Landlord, in areas and at times and in such a manner as may be
designated by the Landlord from time to time. If any debris, garbage, trash or
refuse is of a perishable nature, it shall be kept properly refrigerated in
equipment provided by the Tenant at its own expense. If there are charges for
the removal of such items in addition to any removal services provided by the
municipality in which the Leased Premises are situated, the Tenant shall pay
such charges.

7.       CONNECTIONS AND WIRING

The Tenant shall not permit the installation of any telephone, telegraphic or
electrical/mechanical connections or wiring in the Leased Premises in places
other than those approved initially by the Landlord, without the prior written
consent of the Landlord.

8.       PEST EXTERMINATION

The Tenant shall at its own expense, use such pest extermination contractors for
the Leased Premises as the Landlord may direct and at such intervals as the
Landlord may require.

9.       OVERLOADING OF ELECTRICAL FACILITIES

The Tenant shall not overload the electrical facilities of the Leased Premises
or the Project. If any equipment desired by the Tenant would overload the
electrical/mechanical facilities inside the Leased Premises, the Tenant shall
forthwith at its expense make whatever changes are necessary to comply with the
requirements of applicable authorities or insurance underwriters, but no changes
shall be made until the Tenant first submits to the Landlord plans and
specifications for such changes and obtains the Landlord's written approval. If
any proposed equipment would overload the electrical or mechanical facilities
outside the Leased Premises, the Tenant shall not install such equipment unless
it shall first have made arrangements satisfactory to the Landlord for the
alteration of the electrical facilities of the Project on such terms as the
Landlord may permit and at the Tenant's expense.

10.      ACCESS TO LEASED PREMISES AND COMMON AREAS AND FACILITIES

The Tenant shall permit and facilitate the entry of the Landlord, or those
designated by it, into the Leased Premises for the purpose of inspection,
repair, window cleaning, the performance of janitorial services, and other
proper purposes. The Tenant shall not obstruct or restrict access to ducts,
janitorial and electrical

                                        2
<PAGE>   55
closets and other necessary means of access to mechanical, electrical and other
facilities by the placement of furniture, carpeting or otherwise. In the event
of such obstruction, the Tenant will be responsible for the cost of clearing the
obstruction and of providing such access.

11.      LOCKS

The Tenant shall not install, permit the installation of, or change any lock,
bolt, fastening or other security device on any door of the Leased Premises
without the prior written consent of the Landlord.

12.      DELIVERIES

All moving, loading, unloading, delivery and shipping of merchandise, supplies,
materials, fixtures and chattels to and from the Leased Premises shall be made
only through such doorways and corridors and during such days and hours as the
Landlord may designate in writing from time to time. Any damage caused to the
Leased Premises or any part of the Project during any such activity shall be the
sole responsibility of the Tenant.

13.      MOVING EQUIPMENT AND FURNITURE

No safe or heavy equipment shall be moved by or for the Tenant unless the
consent of the Landlord is first obtained and unless all due care is taken. Such
equipment shall be moved upon appropriate steel-bearing plates, skids or
platforms by the service elevator only and subject to the Landlord's direction,
and at such times, by such means and by such persons as the Landlord shall have
approved. No furniture, freight or bulky matter of any description shall be
moved in or out of the Leased Premises or carried in the elevators of the
Project except during such hours as the Landlord shall have approved. Hand
trucks and similar appliances shall be equipped with rubber tires, rubber
bumpers and other safeguards approved by the Landlord, and shall be used only by
prior arrangement with the Landlord. Service elevators have size and weight
control limits. All extra costs incurred by the Landlord due to a move will be
at the Tenant's expense.

14.      NO PETS

No pets, animals or birds shall be brought into the Project or kept therein
without the prior written consent of the Landlord.

15.      USE OF COMMON AREAS AND FACILITIES

The Tenant shall not obstruct or misuse the Common Areas and Facilities of the
Project, or permit them to be obstructed or misused by its agents, employees,
invitees or persons under its control. Any injury or damage caused to the Common
Areas and Facilities or other areas of the buildings or heating or cooling
apparatus or any other appliances, or to any other tenant or to premises
occupied by any other tenant, by interference with or neglect of the heating
appliances, or any other person or servant subject to it, shall be made good by
the Tenant in whose premises the neglect, interference or misconduct arose.

16.      ENTRY OUTSIDE OF NORMAL BUSINESS HOURS

At any time other than during normal business hours as established from time to
time by the Landlord, the Landlord may require that all or any persons entering
and leaving the Project identify themselves and register



                                        3
<PAGE>   56
in books kept for that 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,
and may restrict access to all or any part of the Common Areas and Facilities.

17.      USE OF PARKING FACILITIES

The Landlord may at its discretion, and under any rules and limitations it
imposes, allow the Tenant and its employees to access and use the parking
facilities for cars and motorcycles at the Tenant's expense. No propane or
natural gas propelled vehicles will be permitted in the parking facility. The
parking of cars or bicycles in the parking facility shall be subject to the
reasonable regulations of the Landlord or those operating such parking facility.

18.      RESTRICTIONS ON THE RIGHT OF ENTRY

The Tenant, its employees or invitees, shall not without the written consent of
the Landlord enter the janitors' closets, mechanical and electrical closets or
other service areas, whether or not within the Leased Premises.

19.      NOTICE OF ACCIDENTS

The Tenant shall give the Landlord prompt notice of any accident to or any
defect in the plumbing, electrical or mechanical facilities or installations or
any part of the buildings.

20.      ADDITIONAL RULES

The Landlord shall have the right to make such other and further reasonable
rules and regulations as in its reasonable judgment may from time to time be
necessary or desirable for the safety, care, cleanliness and appearance of any
premises in the Project, or for the preservation of good order therein, and the
same shall be kept and observed by all tenants and their employees.


                                       4