EXHIBIT 10.9    THIS INDENTURE MADE AS OF THE 3RD DAY OF JUNE 1998

BETWEEN:  BRUCE N. HUNTLEY CONTRACTING  LIMITED, a Private company  incorporated
under the laws of Ontario (hereinafter called the "Landlord")

                               OF THE FIRST PART,
                                       and

TEAM POWER ENTERPRISES INC. (Hereinafter called the "Tenant")

WITNESSETH:

Premises:

1. That in  consideration  of the rents,  covenants and  agreements  hereinafter
reserved  and  contained  on the part of the  Tenant  to be paid,  observed  and
performed,  the Landlord  doth demise and Lease unto the Tenant all and singular
that certain parcel or tract of land and premises  situated,  lying and being in
the town of MARKHAM and Province of Ontario and being  municipally  known as 181
Whitehall  DRIVE,  UNIT 1 all of which said  property is  sometimes  hereinafter
referred to as "Demised  Premises" or  "premises",  consisting of  approximately
20,150 square feet more or less.

2. TO HAVE AND TO HOLD the Demised  Premises for and during the term of years to
be computed from and inclusive of the 1ST day of JULY, 1998 and from thenceforth
next  ensuing  and  ended on the 30TH day of JUNE,  2003.  The  Lessor  herewith
extends to the Lessee the option to renew the within Lease for a further term of
THREE (3) year(s) on the same terms and conditions,  save and except Lease rate.
The rent during the renewal period shall be at the market rate as agreed between
the  parties,  and  failing  such  agreement,  as  determined  by an  arbitrator
appointed  by the  parties.  Option to renew shall be exercised by the Tenant in
writing to the  Landlord at least six months  prior to the expiry of the Term or
the option will be null and void

3. The Lease is based on the terms and conditions set out in the Offer to Lease.
However the Lease shall prevail.

4. The Tenant  shall use and occupy the  Demised  Premises  for the  purposes of
GENERAL OFFICE,  TRAINING AND WAREHOUSING  providing the Tenant,  in the use and
occupation  of the  Demised  Premises  and in the  prosection  or conduct of any
business  therein,  shall  comply  with all  requirements  of all laws,  orders,
ordinances,  rules and regulations of the Federal,  Provincial  and/or Municipal
authorities  and with any direction or certificate of occupancy  issued pursuant
to any law by any Public  officer(s).  The Tenant covenants that it will not use
or  permit  to be used any part of the  Demised  Premises  for any  unlawful  or
dangerous, noxious or offensive trade or business and will not cause or maintain
any nuisance,  in, at, or on the Demised  Premises  which may  reasonably  cause
annoyance to the Landlord or any other tenants on the property.

RENT:

5. YIELDING AND PAYING THEREFORE, yearly and every year without any abatement or
reduction for any reason whatsoever, during the term of

JULY 1/98-- JUNE 30/99 $110,825.00/ANNUAL OR $ 9,235.41/MONTHLY $5.50
JULY 1/99 - JUNE 30/01 $120,900.00/ANNUAL OR $10,075.00/MONTHLY $6.00
JULY 1/01-- JUNE 30/03 $130,975.00/ANNUAL OR $10,914.58/MONTHLY $6.50


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NET/NET  plus  G.S.T.  of lawful  money of Canada to be paid in advance in equal
consecutive  monthly  installments  on the first day of each and every  month in
each year of the Term of this Lease and any renewal thereof.

PAYMENTS:

6. All  payments  required to be made by the Tenant under and in respect of this
Lease shall be made to the Landlord at the  Landlord's  office at 1  Valleybrook
Drive, suite 102, Don Mills,  Ontario, M38 2S7 or to such agent or agents of the
Landlord or at such other places as the Landlord shall  hereinafter from time to
time direct in writing to the Tenant.

Landlord  acknowledges  receipt of $25,288.00  towards FIRST MONTHS RENT, T.M.I.
plus G.S.T. $14373.40 and SECURITY DEPOSIT = $10,914.60
TENANT'S COVENANTS:
-------------------

7. The Tenant covenants with the said Landlord:

(a)     To pay rent, and all additional rental as herein set forth.

(b) The Tenant will, as additional  rent, in each and every year during the said
Term pay and discharge in the  proportion  that the rentable area of the Demised
Premises  bears to the total  rentable  area of the  building  of which it forms
part, all taxes (including local  improvement  rates) Ontario Capital Tax duties
and Realty Tax  assessments  that may be levied,  rated or charged and  assessed
against all the said lands and buildings and without  limited the  generality of
the foregoing,  every other tax, charge, rate, assessment,  or payment which may
become a charge or encumbrance upon or levied or collected upon or in respect of
the Demised  Premises or any part  thereof,  whether  charged by any  Municipal,
Parliamentary or any other body during the term hereby demised.

(c) The Tenant is to provide  necessary  ventilation  exhaust  systems as may be
required by  existing  By-Laws or  regulations  set out by local  government  or
agencies.

The Tenant shall pay, in the  proportion  that the rentable  area of the Demised
Premises  herein  bears to the total  rentable  area of the building of which it
forms  part as the same  become due  respectively,  all  charges  for public and
private utilities, including without limitation, water, gas, electrical power or
energy,  steam or hot water used upon or in respect of the Demised  Premises and
for  fittings,  machines  apparatus,  meters or other  things  leased in respect
thereof, and for all work or services performed by any corporation or commission
in connection with such public or private utilities.

The  Tenant  shall  pay  its  proportionate  share  of  Realty  Taxes,   Outside
Maintenance, General Maintenance and Building Insurance to be adjusted from time
to time  according to actual cost. The Tenant Shall have the right to contest by
appropriate  legal  proceedings  the validity of any Tax rate  including,  local
improvement  rates,  assessments or other charges  referred to in this paragraph
providing  that any current  charges,  tax or otherwise  are paid in full by the
Tenant to the Landlord prior to legal proceedings.  Said proportionate  share is
50% based an one hundred percent occupancy.

BUSINESS TAXES:
--------------

8. Due to the  elimination of the Business  occupancy Tax formerly  collected by
the province, this revenue will be collected through new realty tax rates, which
Landlords


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will collect from their  Tenants  effective  January 1, 1998.  This amount is in
addition to the estimated T.M.I.

REPAIRS AND MAINTENANCE:

9. (a) The Tenant,  at its sole cost and  expense  shall  maintain  and keep the
Demised Premises and every part thereof in good order and condition and promptly
make all needed repairs and replacements. Damage by fire, lighting, and tempest,
structural  defect only  excepted  and without  limiting the  generality  of the
foregoing, the Tenant shall keep the Demised Premises well painted, clean and in
such condition as a careful owner would do. The Tenants  obligation to repair as
aforementioned shall extend to repairs and maintenance  including replacement of
plate glass,  heating,  plumbing and electrical systems, to the Demised Premises
and rooftop HAVC units servicing the Demised Premises.

(b) The Landlord shall repair,  maintain and keep the 0building  (other than the
interior  of the  Demised  Premises)  and all  common  areas in a clean and tidy
manner and in good order and state of repair,  as would a prudent  Landlord  and
promptly make all needed repairs and  replacements.  The Landlord shall keep the
building well painted,  clean and in such condition as a careful owner would do.
The  Landlord's  obligation  to  repair  shall  extend to  repairs,  maintenance
including replacement of plate glass, heating, plumbing, and electrical systems,
to the building  maintenance,  to all  driveways,  sidewalks,  parking areas and
landscaping generally, including the sidewalks, parking areas and driveways in a
clean and orderly condition, free of accumulation of dirt rubbish, snow and ice.
Provided that all charges for such  maintenance  shall be discharged and paid by
the Tenant in the  proportion  that the rentable  areas of the Demised  Premises
bears to the total  rentable area of the building in which the Demised  premises
is located. The said proportionate share is 50%.

ENTRY BY LANDLORD:

10. It shall be lawful for the Landlord and its agents,  at all reasonable times
during the said term,  to enter the Demised  Premises  to inspect the  condition
thereof,  where an inspection reveals repairs are necessary,  the Landlord shall
give the Tenant notice in writing and  thereupon the Tenant will,  within thirty
(30) days of the date of delivery of the notice, make the repairs in a good, and
workmanlike manner.

PREMISES REPAIR:

11. (a) And further,  the Tenant will, at the expiration or sooner determination
of the said Term,  peaceably  surrender  and yield up unto the Landlord the said
premises  hereby  demised with the  appurtances,  together with all buildings or
erections  which at any time  during  the said  Term  shall be made  therein  pr
thereon in good and substantial repair and condition,  reasonable wear and tear,
damage by fire, lighting and tempest only excepted.

(b) To heat the Demised premises in a reasonable  manner at its own expense from
heating  equipment  supplied  by the  Landlord,  and to  maintain,  keep in good
repair,  at its own expense,  the said heating  equipment  and controls  used in
connection  therewith  subject to the condition of the said heating equipment as
of the date of  commencement  of the within term, and provide all necessary fuel
and other utilities  supplied for the operation of the heating plant. The Tenant
further covenants to heat the Demised Premises as  aforementioned  and so as, at
all times to protect the Demised  Premises and all of their contents from damage
by cold or frost.



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(c) The Tenant,  at its own expense shall  observe and promptly  comply with all
statutes  order--in--council,  by--laws,  rules, regulations and requirements of
all Federal,  Provincial and Municipal  governments and appropriate  departments
thereof,   and  the   orders,   rules   and   regulations   of  the   Board   of
Fire-Underwriters, Board of Health, Police or Fire Departments or any other body
hereafter  constituted  exercising  similar functions which may be applicable to
the Demised  Premises and does not relate  solely to the use or manner of use of
the Demised  Premises by the  Tenant,  the Tenant  shall only be required to pay
that portion of the  proportionate  share. The Tenant shall likewise observe and
comply with the  requirements  of all policies of Insurance at any time in force
under the provisions of this Lease.

(d) And the  Tenant  will not  assign or  sublet  or  permit  all or part of the
Demised  Premises to be occupied  by anyone  other than the Tenant,  its parent,
their subsidiaries or affiliates,  without leave,  provided such leave shall not
be  unreasonably  withheld,  provided  however,  such leave to any assignment or
subletting  shall not relieve the Tenant from its obligations for the payment of
rent and for full and faithful  observance  and  performance  of the  covenants,
terms and conditions herein contained.

(e) That it will  not do or  permit  to be done or  omitted  upon or  about  the
Demised  Premises  anything  which shall be or result in a nuisance or menace to
the  Landlord,  Owners or  Occupiers  of the  Demised  Premises  or  neighboring
Premises.

INSURANCE;

12.  (a) The  Landlord  covenants  with the  Tenant to take out and keep in full
force and effect  throughout  the Term, in amounts such as would be carried by a
prudent owner, the following:

(i) "All Risks" insurance and where applicable,  boiler and machinery insurance,
on real and  personal  property  of the  Landlord  or  property  for which it is
legally  responsible  comprising and incidental to the Project but  specifically
excluding  any property  with respect to which the Tenant and other  tenants are
obligated to insure pursuant to their respective leases;

(ii)  Public  Liability  and  Property  Damage  insurance  with  respect  to the
Landlord's operations in the Project; and

(iii) Such  other  forms of  insurance  as the  Landlord  or its  mortgagee  may
reasonably consider advisable from time to time.

(b The  Tenant at its  expense  to  maintain  in force  during  the Term and any
renewals thereof:

(i)  Comprehensive  General  Liability  insurance  against  claims for  personal
injury,  death or property  damage  arising out of all  operations of the tenant
(including  tenant's  all risk legal  liability,  personal  liability,  property
damage  and   contractual   liability  to  cover  all   indemnities  and  repair
obligations)  with  respect to the  business  carried on in and from the Demised
Premises,  in amounts  required by the Landlord and any mortgagee of the Project
or any part  thereof  from time to time but in no event  less  than Two  Million
Dollars ($2,000,000.00) per occurrence;

(ii) All risks direct  damage  insurance  covering all chattels and fixtures and
all Leasehold Improvements,  installations, additions and partitions made by the
Tenant or by the  Landlord at the  Tenant's  expense,  in an amount equal to the
full replacement value thereof;


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(iii) When applicable,  broad form comprehensive  boiler and machinery insurance
on a blanket  repair and  replacement  basis in an amount not less than the full
replacement cost of all boilers,  pressure vessels, air conditioning  equipment,
electrical or mechanical  apparatus owned or operated by the Tenant in, relating
to or servicing the Demised Premises:

(iv)  Business  interruption  insurance  in such amounts as will  reimburse  the
Tenant  for  direct or  indirect  loss of  earnings  attributable  to all perils
insured against in subsections 12(b) (ii) (iii).

(v) And such other  forms of  insurance  as may be  reasonably  required  by the
Landlord and any mortgagee from time to time;

All such insurance  shall be with insurers and upon such terms and conditions as
the Landlord reasonably approves,  and copies of all policies or certificates of
insurance  and renewal  shall be delivered to the  Landlord;  all such  policies
shall  include  the  Landlord  and any  Mortgagees  as named  insureds  as their
interests may appear, shall contain,  where applicable,  a waiver of subrogation
in favour of the  Landlord and those for whom in law it is  reasonable;  and the
insurance  described in  subsection  l2(b)(i)  shall  contain a  cross-liability
clause  protecting  the  Landlord  in  respect of claims by the Tenant as if the
Landlord were  separately  insured;  all policies shall also contain a provision
prohibiting  the insurer from altering or canceling  the coverage  without first
giving the  Landlord  thirty (30) days' prior  written  notice  thereof;  if the
Tenant fails to take out and maintain in force such insurance,  the Landlord may
do so and pay the  premiums  and the Tenant shall pay the Landlord the amount of
such premiums  forthwith  upon demand.  If both the Landlord and the Tenant have
claims  to be  indemnified  under any such  insurance,  the  indemnity  shall be
applied first to the settlement of the Landlord's claim and the balance, if any,
to the settlement of the Tenant's claim.

DAMAGE AND DESTRUCTION:
----------------------

13. (a) If, and whenever during the term hereby demised the Building  erected on
the property  shall be destroyed or damaged by fire,  lightening or tempest,  or
any of the perils insured against as hereinbefore stated, then and in every such
event:

(b) If damage or destruction  is such that the building  erected on the property
is rendered wholly unfit for occupancy or it is impossible and unsafe to use and
occupy,  and if in either event the damage, in the opinion of the Landlord to be
given to the Tenant in writing  within  ten (10) days of the  happening  of such
damage or destruction,  cannot be repaired with reasonable  diligence within One
Hundred and Twenty (120) days from the happening of such damage or  destruction,
then either the Landlord or the Tenant may,  with five (5) days next  succeeding
the giving of the  Landlord's  opinion  as  aforesaid,  terminate  this Lease by
giving to the other notice in writing of such  termination,  in which event this
Lease and the term hereby demised shall cease and be at an end as of the date of
such  destruction or damage and the Rent and all other payments for which Tenant
is liable under the Terms of this Lease shall be apportioned and paid in full to
the date of such  destruction or damage.  In the event that neither Landlord nor
Tenant shall terminate this Lease,  then Landlord shall repair the said building
with all reasonable speed and the Rent hereby reserved shall abate from the date
of  happening of the damage until the damage shall be made good to the extent of
enabling Tenant to use and occupy the Demised Premises.



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(c) If the damage be such that the  building  erected on the  property is wholly
unfit for occupancy or if it is impossible or unsafe to use or occupy it, but if
in either event the damage,  in the opinion of the Landlord,  to be given to the
tenant in writing within ten (10) days from the happening of such damage, can be
repaired with reasonable diligence within One Hundred and Twenty (120) days from
the happening of such damage, then the Rent hereby reserved shall abate from the
date of the  happening of such damage until the damage shall be made good to the
extent of enabling the Tenant to use and occupy the Demised Premises within said
building and the Landlord shall repair the damage with all reasonable speed

(d) If, in the opinion of the Landlord,  after notice of the damage,  damage can
be made good as aforesaid  within 120 days of the happening of such  destruction
or  damage  and the  damage  is such that a  portion  of the  building  upon the
property is capable of being  partially  used for the  purposes  for which it is
hereby demised,  then until such damage has been repaired,  the Rent shall abate
in the  proportion  that the part of the  portion  of the  building  demised  is
rendered  unfit for  occupancy  bears to the whole of the said  building and the
Landlord shall repair the damage with all reasonable speed.

(e) PROVIDED it is hereby  expressly agreed that if and whenever during the term
hereby demised, the building of which the Demised Premises forms a part shall be
destroyed or damaged so as to render the premises  wholly unfit for occupancy by
any cause not  referred  to  hereinbefore  in this  Lease  then the term  hereby
demised  shall  cease  and be at an end as of the  date of such  destruction  or
damage and the Rent and all other  payments for which the Tenant is liable under
the Terms of this  Lease  shall be  apportioned  and paid in full to the date of
such destruction or damage.

SEIZURE AND BANKRUPTCY:
----------------------

14.  PROVIDED  AND IT IS HEREBY  EXPRESSLY  AGREED:  That in case,  without  the
written consent of Landlord, the Demised Premises shall become and remain vacant
or not used for a period of  fifteen  (15) days and the Tenant has not taken all
steps to protect the Demised  Premises from weather or damage while the same are
suitable for use by the Tenant,  or be used by any other person than Tenant,  or
in case the term hereby granted or any of the goods and chattels of Tenant shall
be at any time seized or taken in execution or in  attachment by any creditor of
tenant or Tenants shall make any assignment for the benefit of creditors or give
any Bill of Sale without  complying  with the Bulk Sales Act (Ontario) or become
bankrupt or  insolvent  or take the benefit of any Act now or hereafter in force
for bankrupt or insolvent  debtors or any Order shall be made for the winding up
of Tenant,  then and in every such case the then  current  month's  Rent and the
next ensuing  three (3) months's  Rent shall  immediately  become  forfeited and
void,  in which event the  Landlord may  re--enter  and take  possession  of the
Demised  Premises  as though  the Tenant or any  occupant  or  occupants  of the
Demised  Premises  was or were holding  over after the  expiration  of the terms
without any right whatever.

NO EXCEPTIONS FOR DISTRESS:

15. That  notwithstanding  the benefit of any present or future  statute  taking
away or limiting the Landlord's right or distress, none of the goods or chattels
of the Tenant on the Demised  Premises at any time during the said term shall be
exempted from levy by distress for Rent in arrears.

PUBLIC LIABILITY:

16. That the Landlord shall not in any event whatsoever be liable or responsible
in anyway for any personal  injury or death that may be suffered or sustained by
the Tenant


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or any  employee  of the Tenant or any other  person who may be upon the Demised
Premises or for any loss or damage or injury to any  property  belonging  to the
Tenant or to it's Employees or to any other person while such property is on the
Demised Premises and, in particular, (but without limiting the generality of the
foregoing)  Landlord  shall not be liable  for any  damage to any such  property
caused by steam,  water,  rain, or snow which may leak into,  issue or flow from
any part of the said  building or adjoining  premises or from the water,  steam,
sprinkler  or  drainage  pipes or  plumbing  works of the same or from any other
place,  or quarter or for any damage caused by or  attributable to the condition
or  arrangement  of any  electrical  or other wiring or of any damage  caused by
anything  done or omitted to be done by the Tenant  except as  occasioned by the
negligence of the Landlord.


INDEMNIFICATION OF LANDLORD:

17. The Tenant will  indemnify  and save  harmless the Landlord from any and all
liabilities,  fines,  suits1 claims,  demands,  costs and actions of any kind or
nature  whatsoever  to which the  Landlord  shall or may become  liable  for, or
suffer by reason of any breach,  violation or  non-performance  by the Tenant of
any covenant, term or provisions hereof, or by reason of any injury, loss damage
or death resulting from,  occasioned to or suffered by any person or persons, or
any property by reason of any act, neglect or default on the part of the Tenant,
or any of its agents, customers,  employees,  servants,  contractors (other than
the Landlord),  licensees or invitees,  in or about the Demised  Premises or any
part thereof;  such  indemnification  in respect of any such breach,  violation,
non-performance,  damage to property, loss, injury or death occurring during the
term of this Lease shall survive any termination of this Lease, anything in this
Lease to the contrary notwithstanding.

OVERHOLDING:

18. That if the Tenant shall  continue to occupy the Demised  Premises after the
expiration  of this  Lease,  with or without the  consent of the  Landlord,  and
without any further written agreement, the Tenant shall be a monthly Tenant at a
monthly rental herein reserved and otherwise on the terms and conditions  herein
deemed to be one hundred and fifty 150% percent of rental rates herein.

OVERLOADING:

19. That the tenant will not bring upon the Demised Premises or any part thereof
any machinery, equipment, article or thing that by reason of its weight, size or
use might  damage the floors of the Demised  Premises  and that if any damage is
caused to the Demised Premises by any machinery,  equipment, article or thing or
by overloading or by any act, neglect or misuse on the part of the Tenant or any
of its  servants,  agents or employees or any person  having  business  with the
Tenant,  the Tenant will  forthwith  repair the same or pay to the  Landlord the
cost of making good for same.


PAYMENTS DEEMED RENT:

20. That in the event of the Tenant failing to pay any Taxes,  Rates,  Insurance
premiums  or  other  charges,  maintenance  or  replacements  as it  has  herein
covenanted to do, the Landlord may pay, or, as herein provide, perform the same,
and shall be entitled to


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charge the sums so paid or the cost of such  performance to the Tenant who shall
pay them  forthwith on demand,  and  Landlord,  in addition to any other rights,
shall have the same remedies and may take the same steps for the recovery of all
such sums together  with  interest  thereon at a rate of fifteen 15% percent per
annum,  as it might have and take for the recovery of Rent in arrears  under the
Terms of this Lease;  all such  payments  required to be made under the Terms of
this Lease shall be deemed Rent.

REFUSE:

21. That the Tenant will keep the Demised  Premises  and every part thereof in a
clean and tidy  condition  and will not permit  waste paper,  garbage,  ashes or
waste or objectionable material to accumulate thereon.

LOADING AND UNLOADING:

22. That all loading and unloading of merchandise,  supplies, materials, garbage
and  other  chattels  shall be  affected  only  through  or by means of the rear
loading platforms or doorways.

DEMISED PREMISES DEFINED:

23.  Whenever in this Lease  reference is made to the Demised  Premises it shall
include  all  structures,  improvements  and  erections  in or upon the  demised
premises or any part thereof from time to time.

PAYMENT OF TAXES

24.  Landlord  will at the  commencement  of this  Lease and  thereafter  at the
commencement of each tax year, estimate the Taxes (including local improvements)
Rates, Ontario Capital Tax duties, and assessments levied against the said lands
and  buildings  for the next ensuing  year and Tenant  agrees to pay ten monthly
installments  in  accordance  with such  estimate  at the times at which Rent is
payable hereunder.  When Final Tax bills in any year have been received Landlord
and Tenant will adjust such taxes in accordance with such Final Tax bill.

25. PROVIDED that the Tenant may remove its fixtures;  provided further that the
Tenant shall not remove or carry away from the said premises any building or any
plumbing,  heating or ventilating  plant or equipment or other building services
at any time and any  fixtures  removed by the Tenant  which  cause any damage at
all, the Demised  Premises  will be promptly  repaired to the original  state or
cost thereof.

RE-ENTRY:

26.  PROVISION FOR RE-ENTRY by the said Landlord on  non-payment of rent or non-
performance of covenant.  The above powers may be exercised whether legal demand
for the  Rent has  been  made or not.  Provided  that  notwithstanding  anything
hereinbefore   contained,   the  Landlord's  right  of  re-entry  hereunder  for
non-payment of Rent, non- performance of covenants, seizure or forfeiture of the
said term shall become  exercisable  immediately  upon such default  being made.
Provided,  further,  that upon such re-entry by the Landlord  under the terms of
this paragraph, or any other provision or provisions of this lease, the Landlord
may, in addition to any other remedies to which the Landlord may be entitled, at
its option,  at any time and from time to time relet the Demised premises or any
part or parts thereof for the account of the Tenant or otherwise and receive and
collect  the rents  thereof,  applying  the same  first to the  payment  of such
expenses as the Landlord may have incurred in recovering possession of


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the Demised  Premises  including the legal expenses and solicitors' fees and for
putting the same into good order or  condition or preparing or altering the same
for re--rental and all other expenses,  commissions and charges paid, assumed or
incurred by the Landlord in or about re-letting the Demised Premises and then to
the fulfillment of the covenants of the Tenant  hereunder.  any such re--letting
herein  provided for may be for the remainder of the term as originally  granted
or for a longer or  shorter  period.  In any such case,  and  whether or not the
Demised  Premises  or any part  hereof be re-let,  the  Tenant  shall pay to the
Landlord the rental  hereby  reserved and all other sums  required to be paid by
the Tenant up to the time of the  termination  of this Lease or of  recovery  of
possession  of the  demised  premises by the  Landlord,  as the case may be, and
thereafter the Tenant covenants and agrees, if required by the Landlord,  to pay
to the Landlord  until the end of the Term of this Lease,  the equivalent of the
amount of all the rental hereby  reserved and all other sums required to be paid
by the Tenant  hereunder,  less the net avails or  re--letting,  if any, and the
same shall be due and  payable by the Tenant to the  Landlord on the days herein
provided  for rental,  that is to say upon each of the days herein  provided for
the payment of rental,  the Tenant  shall pay to the  Landlord the amount of the
deficiency then existing.

NET LEASE:

27. The Tenant acknowledges and agrees that it is intended that this Lease shall
be completely  carefree NET Lease for the Landlord,  that the Landlord shall not
be responsible  during,  the term of the Lease for any costs,  charges,  and all
Taxes, impositions,  expenses and outlays of every nature: whatsoever in respect
or the lands,  buildings  or  improvements  on the whole or part of the  Demised
Premises, or the contents thereof, excepting only the Landlord's Income Tax, and
principal,  and interest  payment to be made in connection  with any mortgage or
montages  placed on the lands and  premises by the Landlord and except as may be
herein specifically noted.

QUITE ENJOYMENT:

28.  The. Landlord covenants with the tenant for quiet enjoyment.

INSPECTION OF PREMISES:

29. The  Landlord,  or any other person  producing a written order signed by the
Landlord  or its agents,  shall have the right to enter the Demised  Premises at
all reasonable  times in a manner so as not to  unreasonably  interfere with the
operations of the Tenant or any of its Sub-Tenants for the purposes of:

(a) making of any  repairs to the  Demised  Premises.  and  performing  any work
therein that may be necessary by reason of the Tenant's  default under the terms
of this  lease  continuing  beyond  the  applicable  periods  of grace;  and (b)
exhibiting  the Demised  Premises for the purpose of sale or  mortgage;  and (c)
exhibiting the Demised Premises within six (6) months prior to the expiration of
the term of this lease to prospective Tenants.

REMOVAL OF GOODS:

30.  PROVIDED  that in case of removal  by the Tenant of the goods and  chattels
from the demised premises, Landlord may follow the same for thirty (30), days in
the same manner as provided for in the Landlord and Tenant Act.





<PAGE>



IMPROVEMENTS AND ALTERATIONS:

31.  That if the  Tenant  shall  during  the said term  desire to affix or erect
partitions, counters or fixtures on any part of the walls, floors or ceilings of
the Demised Premises, it may do so at its own expense at any time, and from time
to time,  provided that the  Tenant's,  rights to make such  alterations  to the
Demised Premises shall be subject to the following conditions:

(a). That before  undertaking any such  alterations,  the tenant shall submit to
the  Landlord a plan  showing  the  proposed  alterations  and shall  obtain the
approval  and  consent of the  Landlord to the same and that such  approval  and
consent shall not be unreasonably withhold;

(b) That all such  alterations  shall conform to all building  by-laws,  if any,
then  in  force  affecting  the  Demised   Premises  and  such   alterations  or
improvements shall be completed in a good and workmanlike manner;

(c) That  such  alterations  will.  not be of such  kind or  extent as to in any
manner,  weaken the structure of the building  after the alteration are computed
or reduce the value of the building;

(d) That at the expiration of the Term of this Lease, provided that the tenet is
not in default hereunder,  the Tenant shall at the option of the Landlord remove
all such  alterations  and  improvements  provided  that in each  instance  such
removal shall be attended to in a good and workmanlike  manner and any damage to
the Demised Premises occasioned thereby shall be promptly repaired by the Tenant
at its own expense.

Should the Tenant not repair such if any removal or alterations or improvements,
the  Landlord may effect such repairs and charge to the Tenant any and all costs
incurred by the Landlord in doing so.

ASSIGNMENT BY THE LANDLORD:

32.  LANDLORD  DECLARES  that it may  assign  its  rights  under this Lease to a
lending institution as collateral security for a loan to the Landlord and in the
event  that  such an  assignment  is given  and  executed  by the  Landlord  and
notification thereof is given to the Tenant by or on behalf of the Landlord,  it
is  expressly  agreed  between the Landlord and the Tenant that this Lease shall
not be cancelled or modified for any reason  whatsoever  except as provided for,
anticipate  or  permitted  by the  Terms of this  Lease or by law,  without  the
consent in writing of such Lending Institution.

TENANT  COVENANTS  AND  AGREES  WITH  LANDLORD  that it  will,  if and  whenever
reasonably  required by  Landlord  and at  Landlord's  expense to consent to and
become a party to any instrument relating to this Lease which may be required by
or on behalf of any  purchaser,  bank or mortgagee from time to time of the said
premises provided, always, that the rights of the Tenant as hereinbefore set out
not be altered or varied by the terms of such instrument or document.
LIMITATIONS OF THE LANDLORD'S LIABILITY

33. The term "Landlord" as used in this Lease so far as covenants or obligations
on the part of the Landlord are concerned,  shall be limited to mean and include
only the owner or owners at the time in question of the Demised Premises, and in
the event of any transfer or transfers of ownership,  the Landlord herein named,
and in case of any  subsequent  transfers  or  conveyances,  the then  vendor or
transferor, shall be automatically freed and relieved from and after the date of
such transfer or


<PAGE>



conveyance,  of all  personal  liability  as  respects  the  performance  of any
covenants or  obligations  on the part of the  Landlord  contained in this Lease
thereafter to be performed, provided that:

(a) Any funds in the hands of such  Landlord or the then vendor or transferor at
the time of such transfer, in which the Tenant has an interest,  shall be turned
over to the purchaser or  transferor  and any amount then due and payable to the
Tenant by the Landlord or the then vendor or  transferor  under any provision of
this Lease, shall be paid to the Tenant; and

(b) Upon any such transfer,  the purchaser or transferor shall be deemed to have
assumed,  subject  to the  limitations  of  this  paragraph,  all of the  terms,
covenants and conditions in this Lease  contained to be performed on the part of
the  landlord;  it being  intended  hereby that the  covenants  and  obligations
contained in this Lease on the part of the Landlord shall, subject as aforesaid,
be binding on the new Landlord,  its successors and assigns,  only during and in
respect of their respective successive periods of ownership.

(c)  PROVIDED  the  consent  of the  Landlord  in  writing  which  shall  not be
unreasonably withheld, is obtained, the Tenant shall have the right from time to
time during the term hereby granted to erect, paint, display,  maintain,  alter,
change or remove  advertising  signs on the glass  doors and upon the  Directory
Board if provided by the  Landlord at the Tenant's  expense,  but in no event on
the roof, or precast  facing of the building  located on the Premises.  All such
signs  shall be  dignified  in  appearance  and  shall  comply  with the  lawful
requirements of all relevant Municipal and Governmental authorities.  They shall
remain the  property  of the Tenant and shall be removed by the Tenant  upon the
termination of the term hereby  granted.  upon the removal of any such signs the
Demised Premises shall be restored to their original condition. The Tenant shall
indemnify the Landlord  against any loss or damage caused to any person or thing
as a result of the placing or use of any sign on the Demised Premises.

(d)  PROVIDED  that the  Landlord  shall have the right  during the Term of this
Lease to place upon the  Demised  Premises  a notice  stating  that the  Demised
Premises are for sale or for lease and further provided that the Tenant will not
remove such notice or condone the same to be removed.

LIENS:

34. If any  mechanics  or other liens or order for the payment of money shall be
filed  against  the  Demised  Premises by reason or arising out of any labour or
material  furnished  to the Tenant or to anyone  claiming  through  the  Tenant,
Tenant shall,  within fifteen (15) days after notice to the Tenant of the filing
thereof,  cause the same to be discharged by bonding,  deposit,  payment,  court
order or  otherwise.  The Tenant shall defend all suits to endorse such lien, or
order, whether against Tenant or Landlord,  at Tenant's sole expense. The Tenant
hereby  indemnified  the  Landlord  against any expense or damage as a result of
such liens or orders.

WAIVERS / CUMULATIVE REMEDIES

35. Any  condoning,  excusing or  overlooking  by the  Landlord of any  default,
breach or  non--observance  by the Tenant at any time or times in respect of any
covenant,  provision or condition  hereincontained or the acceptance of any Rent
while any such  default,  breach  or  nonobservance  exists  shall not (any law,
statutory or otherwise, to the contrary  notwithstanding) operate as a waiver of
the  Landlord's  rights  hereunder in respect of any  continuing  or  subsequent
default, breach or non-observance, nor so as to


<PAGE>



defeat or effect in any way the rights of the  Landlord  hereunder in respect of
any such  continuing or subsequent  default,  breach or  non-observance  and all
rights and  remedies  herein  contained  of the  Landlord  shall be deemed to be
cumulative  and not  alternative  and the taking of any proceeding or step shall
not preclude the taking of any other proceeding or step.

INVALIDITY OF PARTICULAR PROVISIONS:
-----------------------------------

36. If any term or  provision  of this Lease or the  application  thereof to any
person or circumstances  shall, to any extent, be invalid or unenforceable,  the
remainder of this Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or enforceable,
shall not be affected thereby and each term and provision of this Lease shall be
valid and enforced to the fullest extent permitted by law.

LANDLORD MAY CURE TENANT'S DEFAULTS:

37. If Tenant shall default in the  performance  of any of the Terms,  covenants
and  conditions of this Lease,  Landlord  may,  after thirty (30) days notice to
Tenant specifying such default,  or without notice if in the reasonable exercise
of  Landlord's  judgment an emergency  exists,  but shall not be  obligated  to,
perform  the same  for the  account  and at the  expense  (including  reasonable
counsel fees) of Tenant and the amount of any payments made or expenses incurred
by  Landlord  for such  purpose,  with  interest  thereon at the rate of Fifteen
Percent  (15%)  per  annum,  shall  become  due and  payable  by the  Tenant  as
additional Rent with the next or any subsequent  installment of Rent which shall
become due after such  expenditure  by  Landlord:  but any such  expenditure  by
Landlord shall not be deemed to waive or release  Tenant's  default or the right
of Landlord to take such  action as may be  permissible  under the Terms of this
Lease in the event of such default.  When no emergency exists, the provisions of
this  paragraph  shall be  inapplicable  if,  within thirty (30) days after such
notice by Landlord, Tenant shall have cured such default or shall have commenced
and is diligently proceeding to cure same.

NOTICES AND CERTIFICATES:

38. (a) The Tenant  shall,  without  charge,  at any time and from time to time,
within ten (10) days after request by Landlord,  certify by written  instrument,
duly executed,  acknowledged and delivered to Landlord or any other person, firm
or corporation specified by Landlord.

(i) That this Lease is unmodified and in full force and effect or, if there have
been any  modifications,  that the same is in full force and effect as  modified
and stating the modifications; and

(ii) Whether or not there are then  existing any setoffs or defense  against the
enforcement  of any of the  agreements,  terms,  covenants or conditions of this
Lease upon the part of the Tenant to be performed  or complied  with and, if so,
specifying the same; and

(iii) The date,  if any,  to which the Net Rent,  additional  Rent and any other
charges hereunder have been paid.

(b) Any notice to be given by the provisions of this Lease shall be sufficiently
given if  served  personally  or if  mailed  postage  prepaid  at any one of Her
Majesty's  Post  Offices  in the  Province  of  Ontario  and  registered  letter
addressed:


<PAGE>




(i)     In the case of a notice to the Landlord, at

                      BRUCE N. HUNTLEY CONTRACTING LIMITED
                              1 Valleybrook Drive,
                                    Suite 102
                          Don Mills, Ontario, M3B 2S7.

(ii In the case of a notice to the Tenant, at

                           TEAM POWER ENTERPRISES INC.
                              445 Apple Creek Blvd.
                                    Suite 120
                                Markham, Ontario
                                     L3R 9X7

Either  party may from time to time by notice to the other change the address to
which notices are to be given.




SURRENDER PREMISES:
------------------

39. The Tenant,  upon  termination  of this Lease,  shall  peaceably and quietly
surrender  the  Demised  Premises  and any  improvements  thereon in good order,
repair and condition, save and except reasonable wear and tear.

(b) In addition to the specific obligations elsewhere in this Lease reserved and
contained on the part of the Tenant to be observed and performed, and without in
anyway limiting the generality thereof,  the condition,  maintenance,  operation
and management of the Demised Premises, the buildings, appurtenances thereto and
other  improvements  from time to time thereon and all machinery,  equipment and
other  facilities  therein of thereon  shall be the sole  responsibility  of the
Tenant  throughout  the term  thereof  and the Tenant  shall make all  payments,
foreseen,  unforeseen,  ordinary and/or  extraordinary,  required to be made not
only with respect to the observance and performance of such specific obligations
but also with  respect  to the  general  obligation  in this  clause  contained,
subject to any responsibilities which are the Landlords.

(c) Any payment required to be made by any provision of this Lease shall be made
in lawful money of Canada.

(d) The Tenant  acknowledges  the  demised  premises  to be subject to all local
ordinances  and  building  restrictions  as the  same  may  effect  the  Demised
Premises. Tenant accepts the Landlord's title to the Demised Premises.

(e) This Lease contains the entire  agreement  between the parties and shall not
be modified in any manner  except by an  instrument  in writing  executed by the
parties.

(f) The marginal notes contained in this Lease are for convenience and reference
only and in no way affect this Lease.

(g) Words  importing  the  singular  number  only shall  include  the plural and
vice-versa,  and works importing the masculine gender shall include the feminine
gender  and words  importing  persons  shall  include  firms,  corporations  and
vice-versa.



<PAGE>



(h) This indenture and everything  herein contained shall extend to and find and
enure  to  the  benefit  of the  respective  heirs,  executors,  administrators,
successors  and  assigns  (as the case may be) of each and every of the  parties
hereto,  subject to the consent of the Landlord being obtained,  as hereinbefore
provided  to any  assignment  or  Sub-Lease  by  Tenant.  All  rights and powers
reserved  to  Landlord  may be  exercised  by either  Landlord  or its agents or
representatives.

SUBORDINATION:
-------------

40.  PROVIDED  THAT at the  request of the  Landlord  this Lease and  everything
herein contained shall be deemed to be subordinate to any charge or charges from
time to time created by the Landlord  with respect to the Demised  Premises,  by
way of  mortgage,  and the  Tenant  hereby  covenants  and  agrees  that it will
promptly at any time, and from time to time, as required by the Landlord, during
the term hereof,  execute all documents and give all further  assurances to this
provison as may be reasonably  required to effectuate  the  postponement  of its
rights and  privileges  hereunder  to the  holder or  holders of such  charge or
charges; provided that all holders of any such charge or charges shall agree not
to disturb the Tenant's  occupancy of the Demised  Premises  under this Lease so
long as;

i) All rent reserved under this Lease is duly and punctually  paid in accordance
with the terms of this Lease;

(ii All the terms,  covenants  and  conditions  of this Lease on the part of the
Tenant  to be  observed  and  performed  are duly and  punctually  observed  and
performed.

REGISTRATION:
------------

41. The Tenant  covenants  that it will not register nor cause to be  registered
the within Lease  against the  registered  title of the lands.  It is understood
however,  that in the event either  Landlord or Tenant shall  require  notice of
such Lease to be  registered,  then such notice shall be prepared and registered
at  the  expense  of the  party  requesting  same  and in  accordance  with  the
regulations governing such Notice of Lease as may appear from time to time under
the provisions of the Registry Act, or Land Titles Act and  amendments  together
with  regulations  and both  parties  agree to execute such Notice to Lease upon
request.

CONFIDENTIALITY CLAUSE:

42 Tenant hereby  covenants  that the contents,  terms,  and  conditions of this
agreement shall be kept strictly confidential and not for third party knowledge.
It is understood that the Tenant will not, under any  circumstances,  discuss or
reveal the details of this agreement with any  arm's-length  parties  including,
but not limited to, any other Tenants in the building, prospective Tenants, Real
Estate Agents, the Tenant's Suppliers or Customers,  etc.,  excepting,  however,
the Tenant's Legal and Financial Advisors.

SIGNAGE

43.  Subject to  obtaining  approval  of the  Landlord  and the local  municipal
authority,  which it will be the  responsibility  of the Tenant to  obtain,  the
Tenant may erect signage on the property in a location,  style and size approved
by  the   Landlord,   acting   reasonably.   Said   signage   installation   and
removal/repair,  at the sooner  termination  or expiry of the Term of the Lease,
shall be at the Tenant's sole cost.



<PAGE>


FIRST RIGHT OF REFUSAL

44. The Tenant shall have First Right of Refusal on the  adjoining  units during
the Term of the Lease should the Tenant exercise this option. The Landlord shall
open up the demising wall if necessary  between units, at Tenant's sole cost and
expense.

SCHEDULES:

45.    Schedules listed hereunder and attached form part of this Lease.

Schedule A                 Site Plan
Schedule B                 Suite Plan
Schedule C                 Landlord's Work

In WITNESS  WHEREOF the  Landlord  and the Tenant have  hereunto  affixed  their
respective  corporate  seals  duly  attested  by the  hands of their  respective
officers duly authorized in that behalf.

Bruce N. Huntley Contracting Limited

Per ____/s/ Bruce N. Huntley_________________

Witnessed: ___/s/ witness____________________

Dated At: ___Don Mills Ont.__________________

This _10__  Day of __June 1998_______________

TEAM POWER ENTERPRISES INC.

Per: ___/s/ Terry Cooke______________________

Per: ________________________________________


WITNESSED:  ___/s/ Evelyn Armstrong__________

Dated: ______________________________________

This _____9th______ day of __June, 1998______