AMENDMENT OF LEASE  executed at the City of St. Lauent,  Province of Quebec,  on
the 19th day of May, 2000.


BETWEEN:                LIBERTY SITES LTD., a corporation having its head office
                        in the City of St. Laurent, herein represented by Sandra
                        Levy,  who has been duly  authorized  for the purpose of
                        the present agreement,

                        (hereinafter called the "Landlord")


AND:                    L I L T Canada Inc.,  a  corporation  duly  incorporated
                        under the laws of Canada  having its head  office in the
                        City of Dorval,  at 9060 Ryan Avenue,  and its principal
                        office in the  Province  of Quebec at 9060 Ryan  Avenue,
                        Dorval H9P 2M8 herein  represented  by Dr. Iraj  Najafi,
                        its  President,  who has been  duly  authorized  for the
                        purpose  of  the  present   agreement  by  virtue  of  a
                        resolution  of the board of directors of the company,  a
                        certified  copy of which is attached  hereto as Schedule
                        "R",

                        (hereinafter called the "Tenant")


                        WITNESSETH

                        WHEREAS the Tenant is leasing a gross  leasable  area of
Forty-One Thousand  Thirty-Seven and Sixty-Eight  Hundredths  (41,037.68) square
feet  (the   "Premises")   composed  of  Twenty-Seven   Thousand  Seven  Hundred
Seventy-Seven and Twenty-Seven Hundredths square feet (27,777.27 sq. ft.) on the
ground floor of the Building bearing civic number 8851  Trans-Canada  Highway in
the  City  of St.  Laurent,  Quebec  (the  "Building")  consisting  of  offices,
manufacturing  and clean room areas and Thirteen  Thousand Two Hundred Sixty and
Forty-One  Hundredths  square feet (13,260.41 sq. ft) on the second floor of the
Building  consisting of offices and manufacturing space from the Landlord by way
of lease dated the 19th day of May, 2000 and to be signed concurrently  herewith
(the "Lease");

                        WHEREAS the  Landlord  has agreed to lease to Tenant and
Tenant has agreed to lease from Landlord additional space on the second floor of
the Building on the terms and conditions hereinafter set out;

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

1.          The preamble shall form part hereof as if recited at length herein.

2.          All  capitalized  terms not otherwise  defined herein shall have the
            same meaning as in the Lease.

3.          The Landlord  hereby  leases to the Tenant  additional  space on the
second  floor  over the  clean  room  area (the  "Additional  Space")  of Twelve
Thousand Three Hundred Ninety (12,390) square feet as shown cross-hatched on the
plan attached  hereto as Schedule "A".  Consequently,  the aggregate area of the
Premises and the Additional Space comes to a total of Fifty-Three  Thousand Four
Hundred Twenty-Seven and Sixty-Eight Hundredths (53,427.68) square feet.

4.          The term of the lease for the Additional  Space shall be coterminous
with the Lease.

5.          In addition to all monies  payable  pursuant to the Lease the Tenant
shall pay to the Landlord for the Additional Space,  throughout the term of this
lease without any deduction, abatement or setoff:

a)          for each of the first six years of the term of the lease  commencing
            on the Commencement  Date an annual net net rent of Ninety-Two Three
            Hundred Three Dollars and Nineteen Cents  ($92,303.19),  based on an
            annual net net rental of Seven Dollars and Forty-Five  Cents ($7.45)
            per square foot of the Additional Space,  payable in lawful money of
            Canada,  in  monthly  instalments  of  Seven  Thousand  Six  Hundred
            Ninety-One Dollars and Ninety-Three Cents ($7,691.93),  each payable
            in advance on the first day of each month, plus
<PAGE>

b)          for each year of the  balance of the term of the lease an annual net
            net rent of One Hundred Seventeen  Thousand  Eighty-Two  Dollars and
            Fifty-Seven Cents  ($117,082.57),  based on an annual net net rental
            of Nine Dollars and Forty-Five  Cents ($9.45) per square foot of the
            Additional  Space,  payable in lawful  money of  Canada,  in monthly
            instalments  of Nine Thousand  Seven Hundred  Fifty-Six  Dollars and
            Eighty-Eight Cents ($9,756.88), each payable in advance on the first
            day of each month, plus

c)          during  the  entire  term of this  lease all real  estate  taxes and
            operating expenses for the Additional Space.

d)          There  shall  be  no  leasing   incentives  or  Landlord's  Work  in
            connection   with  the  Additional   Space  other  than  the  actual
            construction of the mezzanine itself.

6.          All the  provisions  of the Lease  shall apply to this lease for the
            Additional Space except as otherwise herein provided.

7.          Except  as may be  hereinabove  indicated  this  lease and the Lease
            shall  be  considered   one  agreement  and  the  Premises  and  the
            Additional  Space one  premises,  such that any  default  under this
            lease shall be  considered a default under the Lease and any default
            under the Lease shall be considered a default hereunder.


            IN WITNESS WHEREOF,  the parties have duly executed and signed these
presents on the place and date first mentioned at the beginning of this lease.


                                            LANDLORD
                                            LIBERTY SITES LTD.


                                            Per:  /s/ Sandra Levy
                                                ------------------------------
                                                 Authorized Signatory

                                            Name:       Sandra Levy
                                                 -----------------------------

                                            Title:      President
                                                  ----------------------------




                                            TENANT
                                            LILT CANADA INC.


                                            Per:  /s/
                                                ------------------------------
                                                        Authorized Signatory


                                            Name:
                                                 -----------------------------

                                            Title:
                                                  ----------------------------


<PAGE>
                                  SCHEDULE "A"
                                  ------------

                               [GRAPHIC OMITTED]

<PAGE>

AGREEMENT OF LEASE executed at the City of St. Laurent,  Province of Quebec,  on
the 19th day of May, 2000.

BETWEEN:                LIBERTY SITES LTD., a corporation having its head office
                        in the City of St. Laurent, herein represented by Sandra
                        Levy,  who has been duly  authorized  for the purpose of
                        the present agreement,

                        hereinafter called the "Landlord";


AND:                    L I L T Canada Inc.,  a  corporation  duly  incorporated
                        under the laws of having its head  office in the City of
                        , at , and  its  principal  office  in the  Province  of
                        Quebec  at 9060  Ryan  Avenue,  Dorval  H9P  2M8  herein
                        represented by , its , who has been duly  authorized for
                        the  purpose  of the  present  agreement  by virtue of a
                        resolution  of the board of directors of the company,  a
                        certified  copy of which is attached  hereto as Schedule
                        "R",

                        hereinafter called the "Tenant";


                        WITNESSETH


ARTICLE 1               DESCRIPTION OF PREMISES

1.1                     The Landlord  hereby  leases to the Tenant,  present and
accepting,  a  gross  leasable  area  of  Forty-One  Thousand  Thirty-Seven  and
Sixty-Eight  Hundredths  (41,037.68) square feet (the "Premises")  consisting of
Nineteen   Thousand  Three  Hundred   Sixty-Nine  and  Seventy-Four   Hundredths
(19,369.74) square feet of office space, Nine Thousand One Hundred  Twenty-Eight
and  Sixty-Six  Hundredths  (9,128.66)  square feet of  manufacturing  space and
Twelve Thousand Five Hundred Thirty-Nine and Twenty-Eight Hundredths (12,539.28)
square feet of clean room/  warehouse  space,  being part of the  building to be
built by the  Landlord  bearing  civic  number  8851  Trans-Canada  Highway,  as
indicated on the site plan attached  hereto as Schedule  "A1" (the  "Building").
The Premises are outlined in red on the plan attached  hereto as Schedule  "A2".
The  Building is erected on the land (the  "Land")  more fully  described in the
attached Schedule "A2". For the purposes hereof, the Land includes all land used
for parking,  all landscaped  areas and all sidewalks and accessways  leading to
the Building from a public thoroughfare. The Tenant hereby undertakes to use and
occupy the Premises for the purpose of offices,  light  manufacturing  and clean
room/warehouse space and for no other purpose whatsoever.

1.2                     The  area  of the  Premises  shall  be  measured  by the
Landlord's  architect in accordance with the standard method for measuring space
in  industrial  buildings,  and the area shall be measured to the outside of the
exterior walls of the Premises.

1.3                     The Tenant  shall also be entitled to One Hundred  (100)
unassigned exterior parking spaces of which Sixty (60) shall be at no additional
cost to the  Tenant  (other  than  real  estate  taxes  and  operating  expenses
associated  with such parking  spaces).  The remaining Forty (40) parking spaces
shall be at the rate of  Thirty-Five  Dollars  ($35) per  space  per month  plus
applicable taxes for the first six years of the term of the lease and Forty-Five
Dollars ($45) per space per month plus  applicable  taxes for the balance of the
term.  The parking  spaces are shown  outlined in blue on Schedule  "A" attached
hereto,  which spaces may be rearranged  by Landlord from time to time.  Parking
shall be regulated by the Landlord in a reasonable manner and the Tenant and its
employees,  visitors and customers  shall abide by such  regulations as may from
time to time be established by Landlord.  If requested,  Tenant shall supply the
license  numbers of its  employees'  automobiles  to the Landlord.  Tenant shall
indemnify the Landlord and hold the Landlord harmless from any claims should the
Landlord  find it necessary  to tow away any vehicle  belonging to the Tenant or
its employees,  visitors or its customers from a restricted  area.  Furthermore,
the  Tenant  acknowledges  that the  parking  of its  vehicles  and those of its
employees, visitors and customers in the parking facilities shall be at the sole


<PAGE>
                                      -2-

risk and peril of Tenant, its employees, visitors and customers, as the case may
be,  and that the  Landlord  shall not be  responsible  for any  damages or loss
whatsoever,  whether caused by theft, fire or any other cause to the vehicles of
the Tenant,  its  employees,  visitors or  customers  or to any  property  found
therein or for any injury to Tenant or any other  persons on or in the  vicinity
of the parking facilities and Tenant hereby releases Landlord of all liabilities
of whatsoever nature with respect to the above.

1.4                     The  schedules  that are attached to this lease and form
an integral part hereof are as follows:

a)          Schedule "A" - site plan with Premises and parking outlined in blue,

b)          Schedule "A1" - plan with Premises outlined in red;

c)          Schedule "A2" - legal description of Land.

d)          Schedule "B" - Landlord's Work,

e)          Schedule "D" - Schedule of Operating Expenses and Taxes

e)          Schedule  "R" - a  certified  copy of a  resolution  of the board of
            directors of the Tenant.


ARTICLE 2   TERM OF LEASE

2.1                     The  term  of  this  lease   shall  be  for  the  period
commencing on the 15th day of July, 2000 (the  "Commencement  Date"), and ending
on the 31st day of July 2012,  unless sooner  terminated in accordance  with the
provisions hereof.  Tenant will have right to occupy the clean room area and the
manufacturing area as of July 1st, 2000 (the "Occupancy Date") such occupancy to
be free of annual net net rent to the Tenant until the Commencement Date. Tenant
undertakes as of the Occupancy  Date to abide by all the terms and conditions of
the Lease  save and except  for  payment of the annual net net rent which  shall
only be charged as of the Commencement Date. For greater certainty, it is hereby
agreed and understood that Tenant will be required to pay the Operating Expenses
and Taxes from the Occupancy  Date.  Any  postponement  of the Occupancy Date by
Landlord shall have the effect of delaying the Commencement  Date and the Expiry
Date for a number of days equal to the number of days of such  postponement.  If
there is any delay in the delivery of the Premises which is not due to the fault
of the Tenant or those for whom it is  responsible  in law the  Tenant  shall be
entitled to one week  totally rent free for each delay of one working day in the
delivery of the Premises.  If there is a major delay, namely Thirty (30) days or
more, which is not due to the fault of the Tenant or those for whom it is in law
responsible the Landlord will provide  temporary  premises of approximately  Ten
Thousand  (10,000)  square feet for the clean room until the Premises are ready.
If there is a delay of One Hundred Twenty (120) days or more which is not due to
the  fault of the  Tenant or those  for whom it is in law  responsible  then the
Tenant  shall have an option to cancel the lease by a Thirty  (30) day notice in
writing to the Landlord, unless Landlord is able to complete the Premises within
such period, failing which the lease shall be terminated. If any delay is caused
by Tenant or those for whom it is in law responsible, the Tenant shall be liable
for  annual  net net rent and  Operating  expenses  and  Taxes  from the day the
Landlord  would have  delivered  possession of the Premises to the Tenant if not
for the delay  caused by the Tenant or those for whom it is in law  responsible.
Should the lease term  commence upon any date other than the  Commencement  Date
hereinabove  specified,  Landlord and Tenant  shall  execute and  acknowledge  a
written  statement  setting forth the actual date of  commencement  of the lease
term,  which statement may recorded by either party and a copy of which shall be
attached as an exhibit to this  lease.  The taking of  possession  by the Tenant
shall constitute evidence that the Premises were in good order and substantially
complete on such date.

2.2                     If the Tenant  remains  in  occupation  of the  Premises
after the expiration of this lease without  having  executed a new written lease
with the  Landlord,  such  conduct  shall  not  constitute  a tacit  renewal  or
extension of this lease, and the Landlord may construe such conduct as a tenancy
from month to month,  subject  to all the terms and  conditions  of this  lease,
except as to its duration, at a monthly rental,  without proration for a partial
month, equal to twice the rental, additional rental and


<PAGE>
                                      -3-

other  charges  payable  by  Tenant to  Landlord  during  the month  immediately
preceding the expiration of this lease, and, in addition,  the Landlord may hold
the Tenant  responsible for all damages  suffered by the Landlord as a result of
such conduct and the Tenant shall  indemnify,  hold harmless and defend Landlord
from all claims made by a successor  tenant  resulting from Landlord's  delay in
delivering  possession  of the Premises to such  successor  tenant.  For greater
certainty,  it is hereby  understood  and agreed that this  section 2.2 does not
grant the Tenant any right of occupancy  beyond the  expiration of this lease or
any renewal thereof, if any.

2.3                     Notwithstanding  anything to the  contrary  contained in
this lease,  if the Landlord  shall be delayed or hindered in or prevented  from
the  performance  of any term,  covenant or act required  hereunder by reason of
strikes,  labour troubles,  inability to obtain permits,  materials or services,
failure  of  power,  restrictive   governmental  laws  or  regulations,   riots,
insurrection, sabotage, rebellion, war, Act of God or other reason, whether of a
like nature or not, not the fault of the Landlord,  then the performance of such
term,  covenant  or act shall be excused  for the  period of the delay,  and the
period for the  performance of any such term,  covenant or act shall be extended
for a period equivalent to the period of such delay.


ARTICLE 3               MONIES PAYABLE BY TENANT

3.1                     Rent

3.1.1                   Annual Rent

                        The Tenant  shall pay to the  Landlord,  throughout  the
term of this lease without any deduction, abatement or setoff:

a)          for each of the first six years of the term of the lease  commencing
            on the  Commencement  Date an  annual  net net rent of Four  Hundred
            Sixty-Eight   Thousand  Seven  Hundred   Ninety-Seven   Dollars  and
            Seventy-Five Cents ($468,797.75),  based on an annual net net rental
            of Fourteen Dollars and Seventy-Five  Cents ($14.75) per square foot
            of the office space of the Premises and Eight Dollars and Forty-Five
            Cents  ($8.45)  per  square  foot  of the  manufacturing  and  clean
            room/warehouse  space, payable in lawful money of Canada, in monthly
            instalments of Thirty-Nine  Thousand Sixty-Six and Forty-Eight Cents
            ($39,066.48),  each  payable  in  advance  on the  first day of each
            month, plus

b)          for each year of the  balance of the term of the lease an annual net
            net rent of Five Hundred Fifty Thousand Eight Hundred  Seventy-Three
            Dollars and Eleven Cents  ($550,873.11),  based on an annual net net
            rental of Sixteen Dollars and Seventy-Five Cents ($16.75) per square
            foot  of the  office  space  of the  Premises  and Ten  Dollars  and
            Forty-Five Cents ($10.45) per square foot of the  manufacturing  and
            clean  room/warehouse  space,  payable in lawful money of Canada, in
            monthly  instalments of Forty-Five Thousand Nine Hundred Six Dollars
            and Nine Cents  ($45,906.09),  each  payable in advance on the first
            day of each month, plus

c)          during the entire  term of the lease a further  rental  equal to the
            aggregate of the Taxes,  as  hereinafter  defined and the  Operating
            Expenses as hereinafter defined, for the term hereof.

d)          Appropriate  adjustment  shall be made to the annual rental referred
            to in sub  paragraphs  3.1.1 a) and b) in the event that the area of
            the Premises exceeds or is less than that stated in section 1.1.


<PAGE>
                                      -4-


3.1.2                   Goods and Services Tax

                        Notwithstanding  any other provision hereof,  the Tenant
shall  pay to the  Landlord  an amount  equal to any and all goods and  services
taxes,  sales taxes,  value added taxes,  business  transfer taxes, or any other
taxes  imposed on the Tenant or  Landlord  with  respect to rent  payable by the
Tenant to the  Landlord  under this lease,  or in respect of the rental of space
under this lease, whether  characterized as a goods and services tax, sales tax,
value added tax,  business  transfer  tax, or otherwise  (herein  called  "Sales
Taxes").  The  amount of the  Sales  Taxes 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
Sales  Taxes are  applicable  or upon  demand at such other time or times as the
Landlord  from time to time  determines.  Notwithstanding  any  other  provision
hereof,  the amount payable by the Tenant under this  paragraph  shall be deemed
not to be rent,  but the  Landlord  shall have all the same  remedies  for,  and
rights of recovery of, such amount as it has for the recovery of rent under this
lease.

3.1.3                   Lease to be Net Net to Landlord

                        It is the intention of the parties that this lease shall
be net net to the  Landlord and that the Tenant shall pay for its own account to
the complete  exoneration of the Landlord,  except as otherwise provided in this
lease, all costs and expenses affecting the Premises and the business carried on
therein, other than the payment of any interest or principal required to be paid
by the  Landlord  under the terms of any  mortgage  or  hypothec  affecting  the
Premises, the Building or the Land.

                        It is expressly  agreed and  understood  that any amount
and any obligation  which is not expressly  declared in this lease to be that of
the Landlord shall be that of the Tenant.

3.2                     Taxes

3.2.1                   For the purposes of this lease:

                        "Taxes"  means  all  taxes,   rates,   assessments   and
impositions, general and special, levied or imposed with respect to the Building
(including any  accessories  and  improvements  therein or thereto) and the Land
including all taxes,  rates,  assessments and  impositions,  general and special
levied or imposed for schools, public betterment,  general or local improvements
and any  surtax  and tax on non  residential  immoveables,  any  water  rate and
service tax, whether such taxes,  rates,  assessments or impositions are charged
by a  municipal,  provincial,  federal,  parliamentary  or  any  other  body  of
competent jurisdiction, as well as the tax on capital and the Large Corporations
Tax imposed on the  Landlord  or the owner of the  Building  and the Land,  [the
yearly capital taxes and the Large  Corporations Tax to be fixed by applying the
rate charged by the applicable government to the direct cost of the construction
of the Building and the value of the Land at twelve dollars  ($12.00) per square
foot].

                        If the system of taxation shall be altered or varied and
any new tax or levy shall be levied or imposed on the  Building  and/or the Land
and/or the revenues  therefrom and/or the capital thereof and/or the Landlord in
substitution  for and/or in  addition  to Taxes  presently  levied or imposed on
immoveables  in the city, or urban  community in which the Building and Land are
situated,  then any  such new tax or levy  shall  be  included  within  the term
"Taxes" and the provisions of this section 3.2 shall apply mutatis mutandis.

3.2.2                   Tenant shall pay to Landlord,  as additional  rent,  all
expenses  incurred by Landlord in obtaining or  attempting to obtain a reduction
of any Taxes.  Taxes which are being contested by Landlord shall nevertheless be
included for purposes of the  computation of the liability of Tenant,  provided,
however,  that in the event that Tenant  shall have paid any amount of increased
rent pursuant to this section 3.2 and Landlord shall thereafter receive a refund
of any  portion  of the Taxes on which  such  payment  shall  have  been  based,
Landlord  shall pay to Tenant  the  appropriate  portion  of such  refund  after
deduction of the aforementioned expenses.


<PAGE>
                                      -5-


                        Landlord shall have no obligation to contest,  object to
or to  litigate  the  levying  or  imposition  of  any  Taxes  and  may  settle,
compromise, consent to, waive or otherwise determine in its discretion any Taxes
without notice to, consent or approval of Tenant.

                        Upon written  notice to the Landlord,  Tenant shall also
have the right to contest  Taxes.  If the Tenant  elects to contest  Taxes for a
particular  taxation  year, to the extent  necessary,  Landlord shall assign its
right to contest or  otherwise  challenge  the Taxes and shall  co-operate  with
Tenant with respect to such contestation.

                        Notwithstanding  any other provision hereof the Landlord
shall not be  required  to refund to the Tenant any refund or rebate or any part
thereof  received by the  Landlord  which is  referable  to vacant  space in the
Building.

3.2.3                   Prior to the  commencement  of the term and prior to the
commencement of each calendar year during the term (and any renewal thereof), or
so soon thereafter as is reasonably possible, Landlord will furnish to Tenant an
estimate of the Taxes for such year and the rent payable hereunder in respect of
each  month of such year  shall be  increased  by way of  additional  rent by an
amount equal to  one-twelfth  (or if the period in question  that is part of the
term is less than twelve months, a fraction that has as its numerator one and as
its  denominator  the  number of months in such  period) of the Taxes and Tenant
shall make payment thereof to Landlord accordingly.

3.2.5                   After the end of each  calendar  year  during  the term,
Landlord shall furnish to Tenant a statement of Landlord's actual Taxes for such
year, and Landlord and Tenant will make the appropriate adjustments.

3.3                     Operating Expenses

3.3.1                   For the purposes of this lease:

                        "Operating Expenses" means any and all expenses incurred
by Landlord in connection with the operation,  maintenance, repair, replacement,
of the exterior of the Building and all  insurance  with respect to the Building
and the Land, and auxiliary structures and improvements and the Land.

                        By way of  example,  but without  limitation,  Operating
Expenses  shall include any and all of the following:  the exterior  maintenance
and repair  (including  major and minor repairs and  replacements  but expressly
excluding  the repairs and  replacements  which are to be paid for by the Tenant
pursuant  to  section  6.1  hereof)  of  the  said  buildings,   structures  and
improvements, electricity, fuel, utility taxes, water taxes, casualty, liability
and other  insurance,  including rental  insurance,  any sums which the Landlord
disburses and which are not reimbursed to the Landlord by its insurers by reason
of the existence of any  deductible  clause or other clause  contained in any of
the Landlord's  insurance  policies,  security,  building and cleaning supplies,
snow removal,  cleaning (not including  internal cleaning of premises,  interior
maintenance  and  repairs  and  exterior  window   cleaning),   landscaping  and
maintenance  of  grounds,  repairing  of  parking  lot,  service  or  management
contracts,  depreciation  of equipment,  interest at two percent above the Prime
Rate  [as  hereinafter  defined]  of the  Landlord's  bank on the  undepreciated
capital cost of capital  expenditures  which the Landlord  depreciates,  general
overhead and  administrative  expenses (it being expressly agreed by the parties
that general overhead and  administrative  expenses are established each year as
being an amount  equal to fifteen per cent (15%) of the  aggregate  of Taxes and
the Operating Expenses including those operating expenses specifically mentioned
in this paragraph 3.3.1).

                        Operating Expenses shall not include:

a)          expenses  paid to non arm's  length  parties to the extent  that any
            such  expenses  are at rates  which are in  excess of that  which is
            competitive; and

b)          any of the  initial  cost of  construction  of the  Building  or the
            Landlord's Work.

3.3.2                   Prior to the  commencement  of each calendar year during
the term, or so soon thereafter as is reasonably possible, Landlord will furnish
to Tenant  an  estimate  of the  Operating


<PAGE>
                                       -6-


Expenses for such year and the rent  payable  hereunder in respect of each month
of such year shall be increased by way of additional  rent by an amount equal to
one-twelfth of such Operating  Expenses and Tenant shall make payment thereof to
Landlord accordingly.

3.3.3                   After the end of each  calendar  year  during  the term,
Landlord  shall  furnish to Tenant a statement of  Landlord's  actual  Operating
Expenses  for such  year,  and  Landlord  and Tenant  will make the  appropriate
adjustments.  Upon  request,  not later than  sixty  days  after  receipt of the
statement of Landlord's actual Operating Expenses for such year Tenant will have
the right to inspect  and contest  invoices  applicable  to Taxes and  Operating
Expenses with respect to the Building and Land for such year.

3.3.4                   The  Tenant  acknowledges  that  there may be  Operating
Expenses which are directly attributable to the Premises and, in such event, the
Landlord  shall  have the right to  charge  the full  amount  of such  Operating
Expenses  to the Tenant and the Tenant will then not be required to pay any such
Operating  Expenses  which are directly  attributable  to other  premises in the
Building.

3.3.5                   Without  limiting the generality of the  foregoing,  the
Operating  Expenses  and Taxes  (not  including  any window  cleaning,  interior
cleaning,  utilities or repairs to the interior of the Premises),  but including
Landlord's administration fee of fifteen percent (15%), are estimated to be Four
Dollars and Twenty Cents ($4.20) per square foot per annum for the 1999 calendar
year. The breakdown of such estimate is set out in Schedule "D" attached hereto.
The  Landlord  agrees that the Tenant  shall not be required pay any increase in
Operating  Expenses  and  Taxes  for the  calendar  year  2000 in excess of Four
Dollars and Twenty Cents ($4.20) per square foot.

It is  understood  and agreed that in the event the  municipal  tax structure is
modified  so that all or part of  business  taxes (or any other  taxes  formerly
assessed  directly  against  tenants)  are,  as a result  of such  modification,
assessed of the directly  against the Landlord,  then such business tax or other
tax shall be deemed to form part  definition  of Taxes in the lease to ensue and
shall be  added  to the  estimated  figure  for  Taxes  and  Operating  Expenses
hereinabove quoted.

3.4                     Tenant  shall  pay  for  all  public  utility   services
supplied to the Premises from the date that it is permitted to take occupancy of
the  Premises or any part  thereof and during the entire term of this lease (and
any  renewal  thereof)  and will  moreover  maintain,  operate  and  replace (if
necessary)  at its own expense,  all  requisite  heating,  air-conditioning  and
ventilation  equipment in the Premises.  Furthermore,  and without  limiting the
generality  of the  foregoing,  the  Tenant  will  pay all  charges  for  public
utilities,  including electric current, gas, water, steam or hot water used upon
or in respect of the Premises and for fittings,  machines,  apparatus, meters or
other things leased in respect thereof and for all work or services performed by
a corporation or commission in connection with the public utilities  serving the
Premises.  The Landlord reserves the right to require the Tenant to subscribe to
an HVAC service contract.

3.4.1                   The  Tenant  shall  obtain  all  necessary  permits  and
licenses  required  or  desirable  for the  occupancy  of the  Premises  and the
carrying  on  of  its  business  therein,  the  Landlord  making  no  warranties
whatsoever  regarding  permits and licenses which may be required by the Tenant.
The Tenant will pay all license fees, business and water taxes or other taxes of
a nature  personal  to the  Tenant in  respect  of any  business  carried  on or
property,  equipment and facilities located in the Premises or in respect of the
occupancy of the Premises.

3.5                     Payment of Monies

3.5.1                   All  monies  payable  pursuant  to this  lease by Tenant
shall be paid  immediately  when due and  payable  and shall be paid to Landlord
and/or its nominees at the head office of Landlord or at such place in Canada as
shall  be  designated  from  time to time by  Landlord  in  writing  to  Tenant.
Notwithstanding  any  notations  to the  contrary,  Landlord may impute any rent
received  by it from  Tenant  against  the oldest  outstanding  amounts  owed by
Tenant.

3.5.2                   If the term of this lease begins on any day of the month
other than the first day,  then the rent for such month  shall be  prorated  and
paid on a per diem basis.

3.5.3                   Tenant  shall pay  interest  at the annual  rate of four
percent (4%) above the reference


<PAGE>
                                      -7-


rate of  interest  used by the  Landlord's  bank  to set  the  interest  rate on
Canadian dollar loans to its commercial  customers  (commonly referred to as the
"Prime Rate")  compounded  daily, on all rent and/or all amounts  collectable as
rent under the terms of this lease which are not paid when due.

3.5.4                   Upon  any  termination  of  this  lease  as a  condition
precedent to being permitted by Landlord to vacate the Premises Tenant shall, in
addition to all other amounts as it is obliged to pay hereunder, pay to Landlord
such  amount as is  estimated  by  Landlord  to  represent  that  portion of the
aggregate  amount of Taxes and Operating  Expenses payable and to become payable
by Tenant in this lease as has not yet been paid.

                        Upon final  determination  of the actual amounts payable
by Tenant the parties shall adjust any differences between the estimated amounts
so paid and the actual amounts payable.

3.5.5                   Landlord's and Tenant's  obligations to adjust Taxes and
Operating Expenses shall survive the expiration of the term of this lease.

3.5.6                   All monies due in virtue of this lease  other than Sales
Taxes shall be considered as rental hereunder.

3.5.7                   Whenever this lease does not provide for the due date of
any sum for  which  the  Tenant  is  responsible,  such sum shall be paid by the
Tenant to the Landlord on demand.

3.5.8                   Tenant  hereby waives and renounces any and all existing
and future claims,  set-off and  compensation  against any rent or other amounts
due hereunder  and agrees to pay such rent and other  amounts  regardless of any
claim, set-off or compensation which may be asserted by Tenant or on its behalf.


ARTICLE 4               PREMISES

4.1                     Landlord's Work

                        Landlord,  at its cost, shall construct the Building and
install the  leasehold  improvements  as described in Schedule "B" in accordance
with  Landlord's  building  standards  for a Class  A  building,  in a good  and
workmanlike  manner  (the  "Landlord's  Work").  The  clean  room  area  and the
warehouse  area will be finished by the  Landlord in  accordance  with  building
standard  warehouse space. All improvements,  fixturing and installations to the
Premises  required  by Tenant  which  are not  specifically  expressed  as being
Landlord's  Work shall be carried out by Landlord at Tenant's cost in accordance
with the provisions for Landlord  performing work on behalf of Tenant  contained
in Article 5 hereof.  It is agreed and understood that no credit will be allowed
to Tenant in the event Tenant does not require one or more of the items required
to be performed or  installed  by the  landlord as part of the  Landlord's  Work
mentioned  in  Schedule  "B".  The  Landlord  shall  assign  to the  Tenant  any
warranties  received by the Landlord in connection  with the Landlord's  Work or
the  construction  of the  Building to the extent that the Tenant has assumed in
this lease the  related  obligation  to  maintain,  repair or replace  the items
covered by the warranty.

                        Any  additional  taxes or  insurance  premiums  or other
costs resulting from any leasehold improvements made to the Premises by Landlord
or Tenant shall be the responsibility of Tenant.

                        Subject to the  provisions  of Article 5 of this  lease,
Tenant may install in the Premises such  partitions  and  decorations  as it may
desire,  and,  if  expressly   permitted  in  writing  by  the  Landlord,   such
installations  may be commenced prior to the  Commencement  Date;  provided such
work shall be done by such contractor or contractors as Landlord may select and,
provided such work shall be done in compliance  with such rules and  regulations
as  Landlord  shall  establish;  it being  further  understood  and agreed  that
Tenant's entry on and occupancy of the Premises prior to the  Commencement  Date
shall  be  governed  by and be  subject  to all the  provisions,  covenants  and
conditions  of  this  lease  other  than  those  requiring  payment  of  rent or
additional rent.  Tenant shall be responsible for all costs and expenses of such
work and for any costs and expenses of Landlord caused directly or indirectly by
such work or by delays caused to the Landlord directly or indirectly as a result
of such work;  provided


<PAGE>
                                      -8-


further and without  prejudice  to the  foregoing  that in the event that Tenant
shall  desire  to  install  any such  partitions  and  decorations  prior to the
Commencement  Date and such  installations  shall not be commenced and proceeded
with in sufficient time to permit Landlord to provide the improvements set forth
in Schedule "B" prior to the Commencement  Date, the commencement of the term of
this lease shall in no way be delayed or postponed as a consequence thereof.


ARTICLE 5               ALTERATIONS, REPAIRS, CHANGES,
                        ADDITIONS, IMPROVEMENTS

5.1                     The Tenant shall not at any time make any  improvements,
alterations,  additions  or major  repairs  to the  Premises.  Should the Tenant
desire to make any improvements,  alterations, additions or major repairs to the
Premises,  it shall so inform the  Landlord.  If the  Landlord  consents to such
improvements,   alterations  or  major  repairs  (which  consent  shall  not  be
unreasonably  withheld)  same shall be performed  by a contractor  chosen by the
Tenant and approved by the Landlord, such approval not be unreasonably withheld,
at the sole cost and expense of the Tenant.

                        The  Tenant  shall  not  be  permitted  to  install  any
partitions  or  decorations  in the Premises  without  obtaining  all  necessary
permits from the  appropriate  public  authorities nor without the prior written
consent of the Landlord,  which consent shall not be unreasonably  withheld. The
cost of the  partitions  and  decorations  shall be the sole  responsibility  of
Tenant and if any payment in respect  thereof shall be made by Landlord the same
shall be  immediately  repayable  to  Landlord  by  Tenant  and  collectable  as
additional rent.  Landlord shall not, for any reason  whatsoever,  be liable for
any damage arising from or through any defects in the said work.

5.2                     Any  connection  of apparatus to the  electrical  system
other than a  connection  to an existing  base  receptacle,  any  connection  of
apparatus to the plumbing  lines,  or any  connection to the heating  and/or the
air-conditioning  system shall be deemed to be an improvement within the meaning
of this Article 5.

5.3                     At the  termination  of this lease for whatever  reason,
Tenant shall, if so required by Landlord,  remove all or specified  improvements
including,  without  limiting the generality of the foregoing,  all  alterations
and/or improvements  and/or partitions and/or decorations  installed by Landlord
and/or Tenant in the Premises pursuant to the terms of this lease and regardless
of whether  Landlord or Tenant is or was  responsible for the cost thereof (but,
notwithstanding the foregoing, the Tenant shall not be required to remove any of
the  improvements  installed by the Landlord prior to the  Commencement  Date as
part of the Landlord's  Work),  and Tenant shall thereupon  become  obligated to
restore the Premises to their original  condition,  (save for such  alterations,
improvements,   partitions  or  decorations  as  Landlord   permits  to  remain)
reasonable  wear and tear  excepted.  Should  Tenant not be required to remove a
given alteration  and/or  improvement,  and/or partition and/or  decoration such
alteration and/or improvement and/or partition and/or decoration shall remain in
the Premises as the  property of Landlord  without any  compensation  being paid
therefor to Tenant.

5.4                     Landlord shall have the right to install and maintain in
the  Premises  whatever  is  reasonable,  useful  or  necessary  for the use and
convenience  of the Building or other  tenants in the Building or any  equipment
contained in the Building,  and Tenant shall have no claim  against  Landlord in
respect thereof provided the same does not unreasonably  interfere with Tenant's
enjoyment of the Premises.

                        Notwithstanding   anything  to  the  contrary  contained
herein,  Tenant shall not be  permitted  to tamper with,  obstruct or in any way
interfere  with those  portions of the Premises that are part of the  protective
systems of the Building,  including,  without  limitation,  the fire  protection
systems and, in particular, any sprinklers, any heat or smoke or other detection
devices and any fire call box.

5.5                     Tenant  shall be  permitted  to erect signs on the upper
pre-cast  panels of the Building upon  compliance  with any  requirements of the
municipal  authorities  and upon obtaining the consent of the Landlord not to be
unreasonably  withheld.  The Tenant shall be required to remove such sign at the
expiration of the term or any renewal and shall restore the Building and Land in
relation  to  such


<PAGE>
                                      -9-


removal.  Landlord  allows the Tenant to install  other  miscellaneous  signage,
subject to the Landlord's and the City of St. Laurent's approval. No other signs
shall be permitted.

5.6                     The Landlord will have the right at all times during the
term of the lease (and any renewal  thereof) to place upon the Building a notice
of reasonable  dimensions and reasonably  placed so as not to interfere with the
business of the Tenant  stating that the  Building is for sale.  Within one year
prior to the  termination  of this lease (or any renewal  thereof)  the Landlord
will have the right to place upon the Premises a similar notice stating that the
Premises  are for rent.  The Tenant  will not remove such  notices or  knowingly
permit  same to be  removed.  The  Landlord  will have the right to exhibit  the
Premises  from  time  to time  to any  prospective  mortgagee  or  purchaser  of
Landlord's rights hereunder or any tenant during business hours.


ARTICLE 6               TENANT CARE AND RESPONSIBILITY

6.1                     Landlord  shall  be   responsible   for  performing  all
structural  repairs  notwithstanding  the fact  that  the cost of same  shall be
charged to the Tenant or included in Operating  Expenses  (other than structural
repairs  resulting  from latent defects which shall be performed by the Landlord
at its own expense). Other than structural repairs resulting from latent defects
which shall be performed by the Landlord at its own expense,  the  Landlord,  at
the sole  cost and  expense  of the  Tenant  (which  expenses  shall be  charged
separate  and  apart  from the  Operating  Expenses),  will be  responsible  for
effecting all needed repairs and  replacements  to the interior of the Premises,
inclusive of tenant repairs and major repairs, which a careful owner would make,
including,  without  limitation,  repairs and  replacements due to wear, tear or
breakage to the water,  gas, drain and sewer systems and connections,  pipes and
mains,  electrical wiring,  washrooms,  sinks and accessories thereof,  heating,
ventilation and air conditioning  apparatus and all equipment in the Premises or
belonging  to or  connected  with the  Premises  or used in its  operation.  All
expenses which the Landlord is entitled to charge to the Tenant pursuant to this
section 6.1 shall include the Landlord's  fifteen  percent (15%)  administration
fee.

                        The Tenant agrees that it will keep the Premises and the
areas  adjacent  thereto in a clean and tidy condition and will not permit waste
paper,  garbage,  ashes,  waste,  debris  and other  objectionable  material  to
accumulate thereon.

                        The  foregoing  provisions  will  apply  notwithstanding
articles  1854  and  1864  of the  Civil  Code  of  Quebec  or  any  replacement
legislation that is not of public order. At the expiration or other  termination
of the term of this lease (or any renewal  thereof),  the Tenant shall surrender
the Premises,  including the  alterations and  improvements,  in good condition,
subject to  reasonable  wear and tear and Tenant shall repair all holes or other
damage caused or occasioned to any of the floors, walls, ceilings or other parts
of the Premises.

                        Tenant will give to Landlord  prompt  written  notice of
any  accident  to or  defect  in  the  water  pipes,  steam  pipes,  heating  or
air-conditioning  equipment,  electric light, elevators (if any), wires or other
services   of  any  portion  of  the   Premises.   Without   limiting   Tenant's
responsibilities  and  obligations  hereunder or under the law,  Tenant shall be
liable for all  repairs  and  replacements  (including  structural  repairs  and
replacements),  both inside and outside the Premises,  which become necessary by
reason of the fault or negligence of Tenant, or of Tenant's employees, agents or
contractors or of any person for whom Tenant is legally responsible.

6.2                     Tenant  shall  be  solely  responsible  for  any and all
injury and damages suffered by Landlord and/or Tenant and/or co-tenants or other
occupants of the Building and their respective officers,  agents,  employees and
servants,  and for any and all injury or damages to the  Building  and/or to the
Premises, and/or the alterations and/or the improvements and/or the furnishings,
fixtures, partitions or any equipment or merchandise (including damage caused by
the overflow or escape of water, steam, gas, electricity or other substance,  or
the falling of any substance),  caused or occasioned by Tenant, or the officers,
agents,  employees,  or servants of Tenant, or any person for whom the Tenant is
responsible  in law and  whether due to  negligence  or  careless  operation  or
otherwise.  Any and all such  injury and  damages may be repaired by Landlord at
the expense of Tenant.

                        The Tenant will indemnify and save harmless the Landlord
from all fines, liability,


<PAGE>
                                      -10-


damage  suits,  claims,  demands  and  actions  of any kind or nature  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 provision hereof or by reason
of any injury or damage to property  occasioned  to or suffered by any person or
persons,  including  the  Landlord,  by reason of any such breach,  violation or
non-performance  or of any wrongful act, neglect,  or default on the part of the
Tenant or any of its employees, agents,  representatives,  or those for whom the
Tenant is responsible in law.

6.3                     Tenant will not do, or permit  anything to be done on or
about the  Premises or the Building or the Land which may injure or obstruct the
rights of Landlord,  or of co-tenants or other occupants of the Building,  or of
owners or occupants of adjacent or contiguous property,  or do anything which is
a nuisance and Tenant will not do or permit  anything to be done on or about the
Premises or the  Building or the Land or bring or keep  anything  therein  which
will in any way conflict with the  regulations  of the Fire,  Police,  or Health
Departments  or with  the  rules,  regulations,  by-laws  or  ordinances  of any
governmental authority having jurisdiction over the Premises and/or the Building
and/or the Land, all of which Tenant undertakes to abide by and conform to.

6.4                     Should  Landlord  deem it  necessary  to  undertake  any
repairs or to do anything  which is required to be  undertaken or done by Tenant
under this lease then Tenant shall pay to Landlord as a fee for  supervision  or
carrying  out of  Tenant's  obligation  an amount as  additional  rent  equal to
fifteen per cent (15%) of the cost of the  obligation,  repairs,  or other work,
carried out by or under the  supervision  of Landlord,  which amount shall be in
addition  to the cost of such  obligation  or work and shall be  collectable  by
Landlord from Tenant as if it were rental in arrears.


ARTICLE 7               DESERTION AND SURRENDER

7.1                     Tenant shall not leave the Premises unoccupied or vacant
(and surrender of the keys shall not be necessary in order that the Premises may
be deemed  unoccupied or vacant)  during the term of this lease (and any renewal
thereof).  Acceptance  of the  surrender  of this lease  shall not be  effective
unless made in writing and signed by Landlord.


ARTICLE 8               ASSIGNMENT AND SUBLETTING

8.1                     Tenant shall not assign or encumber this lease or sublet
the  Premises or any part  thereof or allow  Premises or any part  thereof to be
used by another  person  without the prior  written  consent of Landlord,  which
consent shall not be unreasonably  withheld. The Landlord shall not be deemed to
have given its consent unless same shall have been expressly and unconditionally
given in writing by the  Landlord to the Tenant.  The consent of Landlord to any
such  assignment,  sublease or use shall not constitute a waiver of this article
and shall not be deemed to permit any  further  assignment,  sublease  or use by
another.

                        Notwithstanding any such assignment,  subletting or use,
Tenant shall remain jointly and severally responsible with the assignee,
subtenant or user, without benefit of division or discussion, for the payment of
the rent and the  performance  of all the other  obligations of the Tenant under
this lease.

8.2                     Notwithstanding any statutory provision to the contrary,
it shall not be  considered  unreasonable  for the Landlord to take into account
the  following  factors in deciding  whether to grant or withhold its consent a)
whether the sublet or  assignment  is in violation or in breach of any covenants
or restrictions made or granted by the Landlord to other tenants or occupants or
prospective  tenants or occupants of the Building;  b) whether in the Landlord's
opinion,  the  financial  background,  business  history and  capability  of the
proposed  sublessee  or  assignee  is  satisfactory,  or c) if the  sublease  or
assignment is to an existing tenant of the Landlord.

8.3                     The Landlord's consent to any sublet,  assignment or use
shall be subject to the  condition  that the annual net net rent and  additional
rent payable by the sublessee or assignee  shall not be less than the annual net
net rent payable by the Tenant under this lease as at the effective  date of the
sublet or  assignment  or use,  (including  any  increases  provided for in this
lease).

<PAGE>

                                      -11-


8.4                     For the  purposes of this lease,  each of the  following
cases  shall be deemed  to  constitute  a sublet  and  shall be  subject  to the
provisions of this Article 8, namely:

a)          if a person other than the Tenant has or exercises  the  supervision
            or control of the Premises or any part  thereof,  or if any activity
            is carried on in the Premises  without  being  subject to the direct
            and exclusive control and supervision of the Tenant; or

b)          if the Tenant is a corporation and if the effective  control of such
            corporation  is  acquired  or  exercised  (through  the  issuance or
            acquisition  of  corporate  shares or  otherwise)  by any person not
            having  effective  control  of  such  corporation  at  the  date  of
            execution of this lease;  it is also understood and agreed that if a
            shareholder of the Tenant is also itself a corporation,  the present
            paragraph  shall  also  apply to such  corporation  and so on to any
            other  corporation.  This  section 8.4 shall not apply to any Tenant
            that is listed on a recognized stock exchange in North America or if
            the parent corporation of the Tenant is listed on a recognized stock
            exchange in North  America and the Tenant  comprises  Fifty  percent
            (50%)  or  more  of  the  assets  and   operations   of  the  parent
            corporation.


ARTICLE 9               FIRE AND DESTRUCTION OF PREMISES

9.1                     In the event that the  Premises  shall be  destroyed  or
damaged by fire, lightning, tempest, or any similar peril, then:

a)          if the damage or  destruction is such that the Premises are rendered
            wholly unfit for  occupancy or it is impossible or unsafe to use and
            occupy them, and if in either event,  the damage,  in the reasonable
            opinion  of  Landlord  (which  shall be given by  written  notice to
            Tenant  within  ninety (90) days of the  happening of such damage or
            destruction) cannot be repaired with reasonable diligence within one
            hundred and eighty  (180) days from the  happening of such damage or
            destruction, either Landlord or Tenant may within five (5) days next
            succeeding the giving of Landlord's opinion as aforesaid,  terminate
            this  lease  by  giving  to the  other  notice  in  writing  of such
            termination,  in which  event the term of this lease shall cease and
            be at an end as of the date of such  damage or  destruction  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  damage  or  destruction.  In the  event  that  neither
            Landlord  nor Tenant so  terminates  this lease,  rent and all other
            payments  for which  Tenant is liable  under the terms of this lease
            shall abate from the date of the  happening  of the damage until the
            Landlord  shall have repaired the damage to the Premises to meet the
            Landlord's base building  criteria for the Building,  which Landlord
            may modify to be consistent with the plans specifications and design
            criteria for the  rebuilding  of the Building or the  Premises.  For
            greater  certainty,  the  Landlord  shall not have any  liability to
            repair or restore any leasehold  improvements  or trade  fixtures in
            the Premises, whether installed by Landlord or Tenant;

b)          if the damage or  destruction  be such that the  Premises are wholly
            unfit  for  occupancy,  or if it is  impossible  or unsafe to use or
            occupy them but, if in either event,  the damage,  in the reasonable
            opinion of Landlord  (which shall be given to Tenant  within  ninety
            (90) days from the  happening of such  damage) can be repaired  with
            reasonable diligence within one hundred and eighty (180) days of the
            happening  of such  damage,  rent  shall  abate from the date of the
            happening of such damage until the Landlord  shall have repaired the
            damage to the Premises to meet the Landlord's base building criteria
            for the Building,  which  Landlord may modify to be consistent  with
            the plans  specifications  and design criteria for the rebuilding of
            the Building or the Premises.  For greater  certainty,  the Landlord
            shall not have any  liability  to repair or  restore  any  leasehold
            improvements or trade fixtures in the Premises, whether installed by
            Landlord or Tenant;

c)          if in the  reasonable  opinion of  Landlord,  the damage can be made
            good as  aforesaid  within one hundred and eighty  (180) days of the
            happening of such damage or destruction, and the damage is such that
            the  Premises are capable of being  partially  used for the purposes
            for which leased,  rent shall abate in the proportion  that the part
            of the Premises  rendered unfit for occupancy  bears to the whole of
            the Premises,  until the Landlord  shall have repaired the



<PAGE>
                                      -12-


            damage to the Premises to meet the Landlord's base building criteria
            for the Building,  which  Landlord may modify to be consistent  with
            the plans  specifications  and design criteria for the rebuilding of
            the Building or the Premises.  For greater  certainty,  the Landlord
            shall not have any  liability  to repair or  restore  any  leasehold
            improvements or trade fixtures in the Premises, whether installed by
            Landlord or Tenant.

9.2                     Notwithstanding  any provision to the contrary contained
in this  lease if the  Building  is totally or  partially  damaged or  destroyed
(whether the Premises are affected or not), and:

a)          the cost,  as estimated by the Landlord of  repairing,  restoring or
            rebuilding  the  damaged  or  destroyed  portions  will  exceed  the
            proceeds of insurance  available to the Landlord for such purpose or
            the damage or destruction was caused by a peril which is not covered
            by the Landlord's insurance; or

b)          less than two years remain of the term of this lease,

then,  in any of the  above  cases,  the  Landlord  may,  at its  option  (to be
exercised by written  notice to Tenant  within ninety (90) days of the damage or
destruction) elect to terminate this lease.

9.3                     Without in any way limiting Tenant's responsibilities or
obligations hereunder or under the law, Tenant shall be liable for all costs and
damages  resulting  from  damage or  destruction  by fire or other  cause to the
Building or Premises,  when due to the fault or negligence of Tenant or Tenant's
employees,  agents  or  contractors  or  persons  for  whom  Tenant  is  in  law
responsible.


ARTICLE 10              NON-RESPONSIBILITY OF LANDLORD

10.1                    Except if caused directly by the gross negligence of the
Landlord or those for whom the Landlord is responsible, the Landlord will not be
liable nor  responsible in any way for any injury of any nature  whatsoever that
may be suffered or sustained by the Tenant or any employee, agent or customer of
the Tenant or any other  person who may be upon the  Premises or the Land or for
any  loss  of or  damage  to any  property  belonging  to the  Tenant  or to its
employees or to any other  person while such  property is on the Premises or the
Land and in particular  (but without  limiting the generality of the foregoing),
the  Landlord  will not be  liable  for any  damage  or  damages  of any  nature
whatsoever  to any such  property  caused  by fire,  lightning,  tempest  or any
similar  peril,  the failure by reason of a  breakdown  or other cause to supply
adequate drainage,  snow or ice removal, or by reason of the interruption of any
public  utility or service or in the event of steam,  water,  rain or snow which
may leak into,  issue or flow from any part of the  Building  or from the water,
steam,  sprinkler  or drainage  pipes or plumbing  works of the same or from any
other place or quarter or on account of any damage or  annoyance  occasioned  by
the condition or arrangements of any electric or other wiring,  or on account of
any damage or  annoyance  arising from any acts,  omissions,  or  negligence  of
co-tenants  or other  occupants  of the  Building,  or of owners or occupants of
adjacent  or  contiguous  property,  or on  account  of the  making  of  grosses
reparations,  alterations,  repairs,  improvements, or structural changes to the
Building,  or any thing or service therein or thereon or contiguous thereto, but
the  Landlord  shall use all  reasonable  diligence  to remedy  such  condition,
failure or interruption of service when not directly or indirectly  attributable
to the Tenant,  after notice of same, when it is within its power and obligation
so to do. Nor shall the Tenant be entitled to any abatement of rental in respect
of any such condition, failure or interruption of service.


ARTICLE 11              RIGHT OF ENTRY

11.1                    Landlord may,  during normal  business  hours (except in
the event of emergency when same may be done at any time) and without  liability
to Tenant,  enter the  Premises  to  examine  or to exhibit  the same or to make
alterations and repairs,  or for any purpose which it may deem necessary for the
operation  or  maintenance  of the  Building or its  equipment.  In entering the
Premises  Landlord shall endeavour to minimize the disturbance to the Tenant and
its business operations.

<PAGE>

                                      -13-

ARTICLE 12              COMPLIANCE, NON-DISTURBANCE AND USE

12.1                    The Tenant,  at its own expense,  will  promptly  comply
with the requirements of every applicable statute, law, ordinance and regulation
or order  with  respect to the  condition,  equipment,  maintenance,  or use and
occupation of the Premises, including the making of any alteration,  addition in
or to any structure upon,  connected with or appurtenant to the Premises whether
or not same is required on account of any  particular  use to which the Premises
or part thereof may be put and whether or not such  requirement,  regulation  or
order be of a kind now existing or comes into existence  during the term of this
lease  (or any  renewal  thereof).  The  Tenant  further  will  comply  with any
applicable  regulation,   recommendation  or  order  of  the  Insurers  Advisory
Organization,  or any body having  similar or replacement  functions,  or of any
liability or fire  insurance  company by which the Landlord or the Tenant may be
insured.

12.2                    The  Tenant  will  not  hold  the  Landlord  in any  way
responsible  for any damages or annoyance  which the Tenant may sustain  through
the fault of any tenant or tenants who occupy any premises  adjacent to, near or
above the Premises.  The Tenant  renounces to any claims it may have against the
Landlord  under  articles 1859 and 1861 of the Civil Code of Quebec to reduction
of rent.


ARTICLE 13              INSURANCE REQUIREMENTS

13.1                    Tenant  shall not do or commit any act upon the Premises
or bring into or keep upon the Premises  any article  which will affect the fire
risk or increase the rate of fire insurance or other insurance on the Building.

                        Tenant shall comply with the rules and  requirements  of
the  Insurers  Advisory  Organization  or  any  successor  body,  and  with  the
requirements of all insurance  companies  having policies of any kind whatsoever
in effect  covering the Building,  including  policies  insuring  against public
liability.

                        In no event shall any inflammable materials,  except for
kinds and  quantities  required  for  ordinary  occupancy  and  permitted by the
insurance policies covering the Building, or any explosives whatsoever, be taken
into the Premises or retained therein.

                        Landlord and Tenant  acknowledge that Tenant is the only
occupant of the Building and that tenant is  responsible  for the entire cost of
the  insurance  maintained by the Landlord for the Building and the Land as part
of the Operating Expenses.

13.2                    Tenant  shall,  at its  expense,  take  out and  keep in
force,  during  the term of this  lease  (and  any  renewal  thereof),  all risk
property,  public and general  liability  insurance,  plate glass  insurance and
tenant's  legal  liability  insurance  in  amounts  and  with  policies  in form
satisfactory  from time to time to  Landlord  and with  insurers  acceptable  to
Landlord,  the public and general liability insurance in no event to be for less
than five million dollars  ($5,000,000)  and the all risk insurance to be for an
amount equal to the full insurable value of all Tenant's furniture, fixtures and
improvements in the Premises, whether same were installed by the Landlord or the
Tenant and whether same are part of the  Landlord's  Work or the Tenant's  work.
Tenant shall further take out and keep in force, at its expense, during the term
of this lease (and any renewal thereof),  any other insurance required from time
to time by Landlord or by any  hypothecary  creditor,  the whole upon such terms
and conditions and in such amounts and with such insurers as shall be acceptable
to Landlord.  Copies of each insurance  policy shall forthwith upon execution be
delivered to Landlord by Tenant.  Tenant  undertakes to furnish  Landlord,  upon
Landlord's  demand,  with satisfactory  evidence that Tenant duly fulfils all of
its undertakings  and obligations  under this Article 13. Each such policy shall
name  Landlord as an  additional  named  insured as its  interest may appear and
shall  contain a provision  for cross  liability as between the Landlord and the
Tenant.  The cost or premium for each and every such policy shall be paid by the
Tenant.  Tenant shall obtain from the insurers under such policies  undertakings
to  notify  Landlord  in  writing  at  least  thirty  (30)  days  prior  to  any
cancellation,  expiry or material modification thereof. Furthermore, each of the
Tenant's  insurance  policies  shall  stipulate that the insurer has no right of
subrogation against the Landlord.


<PAGE>

                                      -14-

13.3                    Tenant  agrees  that if  Tenant  fails to take out or to
keep in force such  insurance  Landlord  will have the right to do so and to pay
the premium  therefor  and in such  event,  Tenant  shall repay to Landlord  the
amount paid as premium,  which repayment shall be collectible as additional rent
payable  on the  first  day of the next  month  following  the said  payment  by
Landlord.

13.4                    The  Tenant  covenants  that  nothing  will  be  done or
omitted to be done  whereby  any policy of  insurance  may be  cancelled  or the
Premises  rendered  uninsurable.  Any such act or omission by the Tenant will be
deemed to be a default under this lease.

13.5                    Tenant agrees to have all fire and extended coverage and
material  damage  insurance which may be carried with respect to the Premises or
to the property located therein endorsed with a clause substantially as follows:
"This  insurance  shall not be  invalidated  should the insured waive in writing
prior to a loss  any or all  rights  of  recovery  against  any  party  for loss
occurring  to the  property  described  herein."  Tenant  waives  all claims for
damages against Landlord and those for whom Landlord is in law responsible, with
respect to occurrences to be insured against by Tenant hereunder, whether or not
any such claims arise as a result of a negligence  of Landlord or those for whom
Landlord is in law responsible.


ARTICLE 14              MORTGAGES AND SUBORDINATION

14.1                    This lease and all rights of Tenant  hereunder  shall be
subordinate  at all times to any and all mortgages  and hypothecs  affecting the
Building  and/or  the Land  which  have been  executed  or which may at any time
hereafter  be executed,  and any and all  extensions  and  renewals  thereof and
substitutions  therefor.  Tenant agrees to execute any instrument or instruments
which Landlord may deem  necessary or desirable to evidence the above  mentioned
subordination of this lease to any or all such mortgages or hypothecs.

14.2                    Tenant will,  upon request of Landlord,  furnish to each
creditor  under a mortgage or hypothec  and each  prospective  purchaser  of the
Building  and Land a  written  statement  that this  lease is in full  force and
effect and that Landlord has complied with all its obligations  under this lease
and any other reasonable  written  statement,  document or estoppel  certificate
requested by any such creditor or prospective purchaser.


ARTICLE 15              EXPROPRIATION

15.1                    If the  whole  or any  part  of the  Building  shall  be
condemned,  expropriated  or taken in any manner for any public or  quasi-public
use or purpose, Landlord may at its option terminate this lease by giving notice
in  writing  to  Tenant  that the term  hereof  shall  expire  upon the day when
possession  is required for such purpose,  and in the event of such  expiration,
Landlord  shall have no  liability  to Tenant of any nature,  the whole  without
prejudice to any claims which Tenant may have against the expropriating party.


ARTICLE 16              WAIVER

16.1                    Failure of Landlord to insist upon strict performance of
any of the  covenants  or  conditions  of this lease or to exercise any right or
option herein contained shall not be construed as a waiver or  relinquishment of
any such covenant, condition, right or option, but the same shall remain in full
force and effect.  Tenant undertakes and agrees, and any person claiming to be a
subtenant or assignee  undertakes and agrees, that the acceptance by Landlord of
any  rent  from any  person  other  than  Tenant  shall  not be  construed  as a
recognition of any rights not herein expressly granted, or as a waiver of any of
Landlord's  rights, or as an admission that such person is, or as a consent that
such  person  shall be deemed to be, a  subtenant  or  assignee  of this  lease,
irrespective  of whether  Tenant or said  person  claims  that such  person is a
subtenant  or assignee of this lease.  Landlord  may accept rent from any person
occupying  the  Premises at any time  without in any way waiving any right under
this lease.

<PAGE>
                                      -15-


ARTICLE 17  NOTICES AND DEMANDS

17.1                    Any notice or demand  given by Landlord to Tenant  shall
be deemed to be duly given when served upon  Tenant  personally,  or when mailed
double registered to Tenant at the address of the Premises on the third business
day following such mailing.

17.2                    Tenant  elects  domicile at the Premises for the purpose
of service of all notices, writs of summons or other legal documents in any suit
at law, action or proceeding which Landlord may take.

17.3                    Where  more  than one  person  is  designated  as Tenant
hereunder,  any notice or demand  given by  Landlord  shall be deemed to be duly
given to each and every such  person when  served,  left or mailed to any one of
them in the manner hereinabove provided for.

17.4                    Any notice or demand  given by Tenant to Landlord  shall
be deemed to be duly given when served upon  Landlord  personally or when mailed
double registered to Landlord at the address designated by Landlord for purposes
of  payment of the rent  hereunder  on the third  business  day  following  such
mailing.

ARTICLE 18              LANDLORD AND TENANT

18.1                    In the  event  of any  sale  or  sales  or  transfer  or
transfers  of the  Building,  or the making of any lease or leases of the entire
Building, or the sale or sales or the transfer or transfers or the assignment or
assignments  of any such  lease or  leases,  Landlord  shall  be and  hereby  is
relieved of all  covenants and  obligations  of Landlord  hereunder,  and Tenant
shall  thereafter be bound to and shall attorn to such  transferee,  assignee or
lessee, as the case may be, as Landlord under this lease.


ARTICLE 19              BROKERAGE COMMISSION

19.1                    As part of the  consideration  for the  granting of this
lease,  Tenant represents and warrants to Landlord that no broker or agent other
than Royal Lepage  negotiated or was instrumental in negotiating or consummating
this lease.  Any broker or agent of Tenant other than Royal Lepage shall be paid
by Tenant and Tenant agrees to indemnify and hold harmless the Landlord  against
any cost or damage  arising out of a claim by any such broker for the payment of
a fee or commission on account of this lease.


ARTICLE 20              GOVERNING LAW

20.1                    This lease shall be  construed  and governed by the laws
of the  Province of Quebec.  Should any  provisions  of this lease and/or of its
conditions be illegal or not enforceable under the laws of such Province,  it or
they shall be considered severable and the lease and its conditions shall remain
in force and be  binding  upon the  parties  as  though  the said  provision  or
provisions had never been included.


ARTICLE 21              MISCELLANEOUS

21.1                    Except  as  herein  otherwise  provided,  no  subsequent
alteration,  amendment,  change or addition to this lease shall be binding  upon
the Landlord or the Tenant, unless in writing and signed by each of them, except
the reasonable rules and regulations from time to time made by the Landlord. The
acceptance by Landlord of any plan, drawing,  specification and/or notice and/or
the consent of Landlord to any such plan, drawing,  specification and/or notice,
shall not be deemed to be an amendment to this lease without the express written
undertaking  and consent of Landlord that such  acceptance  and/or consent is to
constitute an amendment.

21.2                    This lease may not be  registered.  The Tenant  shall be
permitted  to register or publish a notice of this lease with the consent of the
Landlord,  which consent may not be unreasonably withheld.


<PAGE>

Such registration or publication  shall be the  responsibility of the Tenant and
shall be at the Tenant's expense.  In no event may the notice mention the annual
net net rent to be paid for the Premises or any other leasing incentives granted
by the Landlord to the Tenant.

21.3                    Tenant  waives its rights to obtain a reduction  of rent
pursuant to  articles  1859,  1863 and 1865 of the Civil Code of Quebec,  or any
replacement   legislation.   Tenant  further  waives  its  right  to  avoid  the
cancellation  of the lease for failure to pay rent by paying before judgment the
rent due  together  with  interests  and costs,  pursuant to article 1883 of the
Civil Code of Quebec, or any replacement legislation.


ARTICLE 22              RULES AND REGULATIONS

22.1                    Tenant   covenants   that  the   reasonable   rules  and
regulations  which  Landlord  may make,  being in its  judgment  needful for the
reputation,  safety,  care or cleanliness  of the Building and Premises,  or the
operation,  maintenance or protection of the Building and its equipment,  or the
comfort of tenants, shall be faithfully observed and performed by Tenant, and by
its clerks,  servants,  agents, visitors and licensees.  Landlord shall have the
right to change said rules and to waive in writing, or otherwise,  any or all of
the said rules in respect of any one or more tenants,  and Landlord shall not be
responsible to Tenant for the non-  observance or violation of any of said rules
and regulations by any other tenant or other person. The provisions of the rules
and  regulations  shall not be deemed to limit any covenant or provision of this
lease to be performed or fulfilled by Tenant.


ARTICLE 23              DEFAULT BY TENANT

23.1                    Each of the  following  events  (hereinafter  called  an
"Event of Default") shall be a default  hereunder by Tenant and a breach of this
lease:

a)          if Tenant shall violate any covenant or agreement  providing for the
            payment of rent,  including  annual net net rent, or additional rent
            or any other  payment  required  to be made to Landlord or for which
            Landlord may become  liable and such  violation  shall  continue for
            five (5) days after the written  notice from the Landlord,  it being
            agreed and  understood  that if the  Landlord  shall send three such
            notices during the term of the lease Tenant shall not be entitled to
            any such further  notice and will be in default  automatically  upon
            the failure to pay upon the due date;

b)          if Tenant shall assign, transfer, encumber, sublet or permit the use
            of the Premises by others except in a manner herein permitted,

c)          if Tenant  shall be  adjudicated  a bankrupt  and,  Tenant  does not
            contest   same  in  good  faith  with  Fifteen  (15)  days  of  such
            adjudication or Tenant is unable to contest same or make any general
            assignment  for the benefit of  creditors or take or attempt to take
            the benefit of any insolvency or bankruptcy legislation;

d)          if a receiver  or trustee  shall be  appointed  for the  property of
            Tenant and Tenant does not contest same in good faith within Fifteen
            (15) days of such appointment or Tenant is unable to contest same;

e)          if any execution  against the property of the Tenant in the Premises
            be issued pursuant to a judgment rendered against Tenant, and Tenant
            does not contest same in good faith within Fifteen (15) days of such
            execution or Tenant is unable to contest same;

f)          if Tenant  shall be in  material  default in  fulfilling  any of the
            other  covenants and conditions of this lease and such default shall
            continue for five (5) days (or such longer  period as is  reasonably
            necessary  in the  circumstances  to  remedy  such  default),  after
            written notice of such default from the Landlord,

g)          if any person other than Tenant has or exercises the right to manage
            or control the Premises,  any part  thereof,  or any of the business
            carried  on  therein  other  than  subject  to the  direct and


<PAGE>

                                      -17-

            full supervision and control of Tenant,

h)          if any contractors, suppliers of materials or workmen shall register
            a legal  hypothec  against  the  Building or the Land as a result of
            Tenant's  failure to pay for any  obligations  incurred by it unless
            Tenant  puts up  security  with  Landlord  with a value equal to One
            Hundred  Fifty percent  (150%) of the amount of the legal  hypothec,
            and Tenant  contests  same in good faith,  the whole within  fifteen
            days of the registration;

i)          if any person  sends to the Tenant a prior notice of the exercise of
            a  hypothecary  recourse or a notice  withdrawing  permission to the
            Tenant right to collect its  receivables and Tenant does not contest
            same in good faith within Fifteen (15) days of such notice or Tenant
            is unable to contest same.

23.2                    During the  continuance  of any such  Event of  Default,
Landlord may, at its option, give to Tenant a written notice of its intention to
terminate  this  lease,  and the  term  hereof  shall  expire  at noon  upon the
fifteenth (15th) day following the date upon which such notice is given as fully
and completely as if that day were the date fixed for the expiration of the term
without  the  necessity  of any mise en  demeure  or legal  process  whatsoever,
provided always, however, that Tenant shall remain liable to pay all amounts and
damages then due or to become due,  including  liquidated damages as hereinafter
provided.  Tenant,  upon such a termination of this lease,  shall thereupon quit
and  surrender  the Premises to Landlord or if not yet in  possession,  shall no
longer have any right to possession of the  Premises.  Landlord,  its agents and
servants, may immediately, or at any time thereafter,  re-enter the Premises and
dispossess  Tenant,  and  remove  any and all  persons  and any or all  property
therefrom, either by summary dispossession proceedings or by any suitable action
or proceeding at law.

23.3                    During the continuance of any Event of Default, Landlord
may, without  terminating  this lease,  re-enter into possession of the Premises
and make such  alterations  and repairs as are  necessary in order to re-let the
Premises and Landlord may re-let the  Premises  upon such terms,  covenants  and
conditions as the Landlord in its sole discretion considers advisable.

23.4                    In any of the foregoing cases,  Tenant shall pay any and
all  monies  payable  under  this  lease  up to and  including  the  day of such
termination  or  re-entry  whichever  shall  be the  later;  without  in any way
restricting  the  foregoing,  in the event of any Event of Default  pursuant  to
paragraph  23.1 (c),  all  arrears of rent and other  sums then due and  payable
pursuant to this lease,  plus the rent and additional  rent for the then current
month and the rent and additional rent for the next ensuing six (6) months shall
immediately  ipso facto  become  due and  payable to the  Landlord  and,  at the
Landlord's  option,  this lease shall be terminated as of the date on which such
Event of Default occurred.

                        In addition,  if the lease is terminated by the Landlord
in accordance with this Article 23 or if the lease is otherwise terminated
pursuant to a default of the  Tenant,  there  shall  immediately  become due and
payable by the Tenant to the Landlord, in one lump sum as liquidated damages for
loss of future rent under this lease,  the aggregate  rental for a period of one
year,  being the estimated time required for re-leasing the Premises or, if less
than one year remains of the term hereof, the aggregate rental for the unexpired
portion  of the term,  the whole  without  prejudice  to the  other  rights  and
recourses of the Landlord.

23.5                    The  exercise  by  Landlord  of any  right  it may  have
hereunder  or by law shall not  preclude  the  exercise by Landlord of any other
right it may have hereunder or by law.

23.6                    Should the Premises be deserted or vacated by the Tenant
or should the Tenant  leave in or about the  Premises  any  moveable  effects or
fixtures  for more than eight (8) days after  having  abandoned  or vacated  the
Premises  or after  expiry  of the  lease,  the  Tenant  will be  deemed to have
abandoned  them to the  Landlord,  and the Landlord  automatically  shall become
owner of such moveable effects or fixtures  without  compensation to the Tenant.
The Landlord may keep,  sell or  otherwise  dispose of them.  The Tenant will be
deemed to have waived any claim in damages and will hold the  Landlord  harmless
and indemnified against any claims in connection therewith from whomsoever.

<PAGE>
                                      -18-

ARTICLE 24              ADDITIONAL PROVISIONS

24.1                    Tenant  has  deposited  the sum of Seven  Hundred  Fifty
Thousand  Dollars  ($750,000)  (the  "Deposit") in trust with Spiegel  Sohmer in
trust (the "Escrow Agent") who is hereby instructed as follows:

a)          as long as there has been no notice of  default by the  Landlord  to
            the Tenant,  a copy of which has been  received by the Escrow  Agent
            (or if such a notice of default  has been sent a new notice has been
            received by the Escrow Agent that the default has been remedied) and
            no payments  have been made by the Escrow Agent to the Landlord from
            the  Deposit  which have not been  replenished  by the  Tenant,  the
            Escrow  Agent  shall  return to the Tenant  from the  Deposit or the
            balance thereof,  on each anniversary of the Commencement Date or as
            soon  thereafter  as reasonably  possible  thereafter a sum equal to
            Seventy-Five Thousand Dollars ($75,000);

b)          pending  disbursement,  the  Deposit  will be invested by the Escrow
            Agent in term deposits of a Canadian chartered bank as are available
            to it and all interest earned shall be for the account of the Tenant
            and shall be remitted to the Tenant annually, until the Escrow Agent
            receives a written  notice  from the  Landlord  in  accordance  with
            paragraph c) of this section 24.1;

c)          if the Escrow  Agent  receives a written  notice  from the  Landlord
            certifying that there has been an Event of Default with respect to a
            material obligation contained herein (it being agreed and understood
            that failure to pay any amount owing by the Tenant or any obligation
            of the Tenant  involving in excess of Five Thousand Dollars ($5,000)
            shall be deemed to be material for the purposes hereof) or that this
            lease has been  disclaimed or  terminated  or otherwise  modified or
            amended to  release  the  Tenant  thereunder  from any or all of its
            obligations  hereunder,  prior  to the  expiry  of the  term set out
            therein,  as a result of the Tenant becoming  bankrupt or insolvent,
            or any  action of a trustee  in  bankruptcy  of the  Tenant,  or the
            Tenant becoming subject to proceedings under the Companies Creditors
            Arrangement  Act or any plan  approved,  or any Court Order made, in
            those  proceedings,  or the Tenant becoming subject to or taking the
            benefit,  directly or indirectly,  of any other statute  relating to
            insolvent  debtors,  the  Escrow  Agent  shall  notify the Tenant in
            writing (the "Payment Notice") at the address provided for notice to
            the Tenant herein or any other address  provided to the Escrow Agent
            by notice in writing from the Tenant. If the Tenant fails to contest
            the  Payment  Notice  by  way  of  judicial  action  contesting  the
            existence of a default by the Tenant pursuant to the terms hereof or
            any of the other circumstances  referred to above and send a copy of
            same to the Escrow Agent within Ten (10) business days of receipt of
            the  Payment  Notice  then the  Escrow  Agent is hereby  irrevocably
            instructed  and directed to pay the Deposit to the  Landlord  unless
            the  default  relates to a failure  to pay rent or other  liquidated
            monetary  obligation  of the Tenant,  in which case the Escrow Agent
            shall only pay such sums as the Landlord is claiming. Any balance of
            the Deposit shall be retained by the Escrow Agent in accordance with
            the foregoing instructions;

d)          the Tenant  shall be  required  to  replenish  and pay to the Escrow
            Agent any monies sent to the  Landlord so the Escrow  Agent shall at
            all  times  during  the  term  of  the  Lease  retain  the  sums  as
            hereinabove provided;

e)          the  Tenant   agrees  to  pay  the  Escrow   Agent  for  all  costs,
            out-of-pocket  expenses,  legal  fees,  charges  and other  expenses
            including  a  reasonable  charge  for time of all  personnel  of the
            Escrow  Agent  incurred or borne by the Escrow Agent or by reason of
            acting as Escrow Agent hereunder;

f)          the parties  hereto agree to indemnify  and save harmless the Escrow
            Agent from and against any and all costs, claims, charges,  damages,
            expenses, actions, causes of action and other liabilities whatsoever
            which the Escrow  Agent may incur or for which it may become  liable
            by reason of acting as the Escrow Agent hereunder;


<PAGE>
                                      -19-


g)          except for the duties  imposed on the Escrow Agent  pursuant to this
            section 24.1,  the Escrow Agent shall not be bound in any way by any
            agreement or covenant between any of the parties, whether the Escrow
            Agent has knowledge of same or not.  Without limiting the generality
            of the foregoing,  the Escrow Agent shall not be liable with respect
            to any action taken or admitted to be taken by it in good faith;

h)          the Escrow Agent shall,  in all cases,  be entitled to rely upon and
            be fully protected in acting or in refraining from acting under this
            lease in  accordance  with  any and all  written  notices,  demands,
            objections,  directions and orders or other documents received by it
            in accordance  herewith and believed by it to be genuine and correct
            and to have been signed or sent by the proper person;

i)          the  Escrow  Agent  shall  only be  required,  with  respect  to the
            Deposit,  to take the same degree of care which a reasonably prudent
            businessperson would take with respect to his own assets;

j)          without  limiting the generality of the foregoing,  it is understood
            that the Escrow Agent acts hereunder as a depositary only and is not
            responsible  or liable in any manner  whatever for the  sufficiency,
            correctness,  genuineness  or validity of any  instrument  deposited
            with it, or for the form or execution of such instrument, or for the
            identity, authority, or rights of any person executing or depositing
            same;

k)          the Escrow Agent shall not be required to take notice of any default
            of the Tenant or to take any action with  respect to such default or
            to refrain from acting on a notice from the Landlord,  unless notice
            in writing of same is given to the Escrow Agent  accompanied  by the
            documents hereinabove  described and unless it is indemnified,  in a
            manner satisfactory to it against such expense or liability;

l)          the Escrow Agent shall not be liable for any error of  judgment,  or
            for any act done or step taken or omitted  by it in good  faith,  or
            for any mistake of fact or law, or for  anything  which it may do or
            refrain  from doing in  connection  herewith,  except its own wilful
            misconduct or gross negligence;

m)          the Escrow  Agent may seek the advice of legal  counsel in the event
            of any  dispute or  question  as to the  construction  of any of the
            provisions  hereof or the performance of any of its duties hereunder
            and it shall  incur no  liability  and shall be fully  protected  in
            acting in  accordance  with the  opinion  and  instructions  of such
            counsel;

n)          the  Escrow  Agent  shall  not be  answerable  for  the  default  or
            misconduct  of any agent or legal  counsel  employed or appointed by
            it,  provided  such agent or legal  counsel shall have been selected
            with reasonable care;

o)          the  appointment  of the Escrow  Agent  shall not have the effect of
            preventing  Spiegel  Sohmer  from  representing  and acting in their
            capacities as lawyers for the Landlord.

24.2                    Tenant agrees to  participate in a direct deposit of the
rent and  other  payments  due to the  Landlord  hereunder  in order  that  such
payments are deposited in the  Landlord's  bank account at the latest by the due
date of such  payment  (including,  without  limitation,  the  first day of each
calendar  month  for the  annual  net net rent and the  monthly  instalments  of
Operating  Expenses)  the whole without  restricting  the other  obligations  of
Tenant hereunder.

24.3                    Notwithstanding  the fact that the Landlord drafted this
lease and submitted it to the Tenant,  the Tenant  recognizes that the essential
stipulations  of this lease were  negotiable and that it understands  all of its
stipulations and that the Landlord gave it adequate explanations with respect to
the terms and conditions of this lease.

24.4                    Tenant  acknowledges  that the  execution  of this lease
shall   constitute   a   conclusive   presumption   that  all   agreements   and
representations  of every kind whatsoever,  written or oral,  previously entered
into or made by the parties  hereto or their  agents,  shall be solely those set
forth in this lease.


<PAGE>

                                      -20-

24.5                    Time  shall be of the  essence  of this  lease and every
part thereof.

24.6                    In case any suit or  proceeding  of law shall be brought
or taken for recovery of possession of the Premises, for the recovery of rent or
any other  amount  due under the  provisions  of this  lease,  or because of the
breach of any other agreement, term or condition herein contained on the part of
the  Tenant to be kept or  performed,  and a breach  shall be  established,  the
Tenant shall pay to the Landlord all expenses incurred  therefor,  including all
legal and notarial fees and expenses.

24.7                    The  Tenant  will  not  place  upon  the   Premises  any
machinery,   equipment,   article  or  thing  that  by  reason  of  its  weight,
composition,  qualities,  or size might damage the Premises. The Tenant will not
overload the floors of the Premises.  If any damage is caused to the Premises by
any  machinery,  equipment,  article or thing or by  overloading  or by any act,
neglect  or  misuse  on the part of  Tenant  or any of its  servants,  agents or
employees or any customer or person having business with the Tenant,  the Tenant
will immediately pay to Landlord the cost of restoring the same provided that in
no event shall Tenant be liable for any damages which would not have been caused
had the Landlord met the  specifications for the construction of the Building as
provided in Schedule B.

24.8                    The Tenant  warrants that no obnoxious  odours,  smells,
dust or noise  will  emanate  from the  Premises  as a result of the  operations
conducted  by the  Tenant.  Accordingly,  the Tenant  agrees  that  should  such
obnoxious  odours,  smells,  dust or noise conditions exist, it will, at its own
expense, take such steps as may be necessary to rectify the same, including,  if
necessary,  the  installation  of a vapour barrier  between the Premises and the
remainder of the Building.  The Tenant will retain the services, at its expense,
of a reputable pest extermination company to regularly inspect and, if required,
service  the  Premises.  All refuse will be placed in  vermin-proof  containers.
Should the Tenant fail to commence  to do any of the  foregoing  within five (5)
days after notice is received by the Tenant from the Landlord, and to diligently
complete  same,  then the Landlord may proceed  immediately  to take  reasonable
measures to correct any  situation  referred to in this  section  24.8,  and the
Landlord  shall be  entitled to recover  the cost  thereof  from the Tenant upon
demand  together with a supervision  fee of Fifteen percent (15%) in addition to
the cost.

24.9                    If the Tenant  fails to pay when due any amount which it
owes or has agreed to pay under this lease for which  Landlord may become liable
including,  but not limited to, Taxes and Operating  Expenses,  the Landlord may
pay same and shall be entitled to claim the sums so paid and an  additional  sum
of Fifteen  percent (15%) for the Landlord's  efforts from the Tenant,  who will
pay such sums  immediately on written demand as additional  rent. In such event,
the Landlord,  in addition to any other  rights,  will have the same remedies to
recover same as it has for the recovery of rent in arrears.

24.10                   Tenant  shall  arrange for removal and disposal of waste
or garbage at its sole expense.

24.11                   The  Landlord  and the  Tenant  agree  that  this  lease
contains confidential information with respect to the Premises, the construction
thereof, the rent payable hereunder, the options available to the Tenant and the
other  amendments  made to the standard  lease of the  Landlord  pursuant to the
negotiations between the parties, which confidential information belongs jointly
to the parties  hereto and Landlord and Tenant and their  respective  affiliates
mutually  covenant  in  favour  of each  other  that  they  will not at any time
disclose to any person,  firm or corporation  (with the exception of publication
or registration of the lease but only to extent necessary to give notice thereof
to subsequent acquirers or hypothecary  creditors of the Building,  professional
advisers,  any action or court proceedings that may be taken with respect to the
lease  and as  may  be  required  by  law,  including,  without  limitation  the
securities  laws of the United  States which are  applicable  to the Tenant as a
result of its  being  listed  on the  NASDAQ  exchange)  and will  exercise  all
necessary  precautions  to  safeguard  the  secrecy  of the  lease  and  prevent
unauthorized disclosures.

24.12                   The parties  agree that certain  provisions of the Offer
to lease that preceded  this lease shall  continue to bind the parties until the
Commencement  Date  notwithstanding  the  signing  this  lease and those are the
clause with respect to the occupancy  permit,  the plans and the temporary space
to be  furnished  by the  Landlord  to the Tenant  pending  construction  of the
Premises.

<PAGE>

                                      -21-

ARTICLE 25              ENVIRONMENT

25.1                    Hazardous Substances

                        The term "Hazardous Substances",  as used in this lease,
shall  include,   without  limitation,   flammables,   explosives,   radioactive
materials, asbestos,  polychlorinated biphenyls (PCBs), chemicals known to cause
cancer or reproductive  toxicity,  pollutants,  contaminants,  hazardous wastes,
toxic  substances or related  materials,  petroleum  and petroleum  products and
substances  declared to be hazardous or toxic under any law or regulation now or
hereafter enacted or promulgated by any governmental authority.

25.2                    Tenant's Restrictions

                        Tenant shall not cause or permit to occur:

a)          any  violation  of  any  federal,   provincial,  or  municipal  law,
            ordinance,  or  regulation  now or  hereafter  enacted,  related  to
            environmental  conditions  on,  under,  or about  the  Premises,  or
            arising  from  Tenant's  use or  occupancy  of the  Premises  of any
            Hazardous Substance;

b)          the use,  generation,  release,  manufacture,  refining  production,
            processing,  storage,  or disposal of any  Hazardous  Substance  on,
            under, or about the Premises,  or the  transportation to or from the
            Premises of any Hazardous Substance.

25.3                    Environmental Clean-up

a)          Tenant shall, at Tenant's  expense,  comply with all laws regulating
            the  use,  generation,  storage,  transportation,   or  disposal  of
            Hazardous Substances ("Laws").

b)          Tenant  shall,  at Tenant's own expense,  make all  submissions  to,
            provide   all   information   required   by,  and  comply  with  all
            requirements of all  governmental  authorities  (the  "Authorities")
            under the Laws.

c)          Should any  Authority  or any third party demand that a cleanup plan
            be  prepared  and that a cleanup  be  undertaken  as a result of any
            deposit,  spill, discharge, or other release of Hazardous Substances
            that occurs during the term of this lease,  at or from the Premises,
            or which  arises at any time from  Tenant's  use or occupancy of the
            Premises,  then Tenant shall,  at Tenant's own expense,  prepare and
            submit the required plans and all related bonds and other  financial
            assurances; and Tenant shall carry out all such cleanup plans.

d)          Tenant shall  promptly  provide all  information  regarding the use,
            generation,  storage,  transportation,   or  disposal  of  Hazardous
            Substances that is requested by Landlord.  If Tenant fails to fulfil
            any duty imposed  under this section 25.3 within a reasonable  time,
            Landlord may do so; and in such case,  Tenant shall  co-operate with
            Landlord in order to prepare all documents  Landlord deems necessary
            or  appropriate  to determine the  applicability  of the Laws to the
            Premises and Tenant's use thereof, and for compliance therewith, and
            Tenant shall execute all documents promptly upon Landlord's request.
            No such  action by  Landlord  and no  attempt  made by  Landlord  to
            mitigate  damages under any Law shall  constitute a waiver of any of
            Tenant's obligations under this section 25.3.

e)          Tenant's  obligations and liabilities  under this section 25.3 shall
            survive the expiration of this lease.

<PAGE>
                                      -22-


25.4                    Removal of Installation

a)          Without  restricting the generality of this article,  or the article
            entitled  "Tenant's  Indemnity",  Landlord may, at the expiration of
            this lease, or sooner termination, at its sole option require Tenant
            to  remove,  any  and  all  subterranean   structures  or  equipment
            installed  by  or  on  behalf  of  the  Tenant,  including,  without
            limitation,  any storage tanks,  piping,  hoses or pumps within such
            delay as Landlord  deems  reasonable,  failing  which,  Landlord may
            carry out such removal at Tenant's  expense.  Any removal so carried
            out shall  entail the  reinstatement  of Land or the Premises to the
            condition   they  were  in  prior  to  the   installation   of  such
            subterranean structures or equipment.

b)          Tenant's  obligations and liabilities  under this section 25.4 shall
            survive the expiration of this lease.

25.5                    Tenant's Indemnity

a)          Tenant shall  indemnify,  defend,  and hold harmless  Landlord,  the
            manager of the property,  and their respective officers,  directors,
            beneficiaries,  shareholders,  partners,  agents, and employees from
            all fines,  suits procedures,  claims and actions of every kind, and
            all   costs   associated   therewith   (including   attorneys'   and
            consultants'  fees) arising out of or in any way connected  with any
            deposit,  spill, discharge, or other release of Hazardous Substances
            that occurs during the term of this lease,  at or from the Premises,
            or which  arises at any time from  Tenant's  use or occupancy of the
            Premises  other than any of same caused by or arising as a result of
            the fault of, the Landlord,  or from Tenant's failure to provide all
            information,  make all  submissions,  and take all steps required by
            all Authorities under the Laws and all other environmental laws.

b)          Tenant's  obligations and liabilities  under this section 25.5 shall
            survive the expiration of this lease.


ARTICLE 26  LANGUAGE OF LEASE

26.1                    Le Locataire a exige que ce bail soit redige en anglais.

                        The Tenant has required  that this lease be drawn in the
English language.


                        AND IT IS AGREED,  that the  provisions  hereof shall be
binding  upon  and  enure  to  the  benefit  of  the  successors,  heirs,  legal
representatives  and  assigns  of the  parties  except  as  may  be  hereinabove
otherwise  provided,  and if there is more than one tenant, the covenants herein
contained on the part of the Tenant shall be construed as being  several as well
as joint, and where necessary, the singular number shall be taken to include the
plural, and the neuter, the masculine and/or the feminine gender.


                        IN WITNESS  WHEREOF,  the parties have duly executed and
signed these presents on the place and date first  mentioned at the beginning of
this lease.


                                           LANDLORD
                                           LIBERTY SITES LTD.



                                           Per: /s/ Sandra Levy
                                               -----------------------------
                                                    Authorized Signatory

                                           Name:  Sandra Levy
                                                 ---------------------------

                                           Title:    President
                                                 ---------------------------



                                           TENANT
                                           LILT CANADA INC.


                                           Per: /s/ Iraj Najafi
                                               -----------------------------
                                                     Authorized Signatory


                                           Name:   Iraj Najafi
                                                 ---------------------------

                                           Title:    President
                                                 ---------------------------


And hereto intervened Spiegel Sohmer who agrees to comply with the provisions of
section 24.1 hereof.


                                           SPIEGEL SOHMER


                                           Per:  /s/ Dan Donath
                                               -----------------------------
                                                     Authorized Signatory


                                           Name:  Dan Donath
                                                 ---------------------------

                                           Title:    Partner
                                                 ---------------------------
<PAGE>
                                  SCHEDULE "A"
                                  ------------

                               [GRAPHIC OMITTED]
<PAGE>
                                 SCHEDULE "A-1"
                                 --------------

                               [GRAPHIC OMITTED]

<PAGE>
                                 SCHEDULE "A-1"
                                 --------------

                               [GRAPHIC OMITTED]

<PAGE>
                                 SCHEDULE "A-2"
                                (Building 116-B)
                                ----------------

                               [GRAPHIC OMITTED]
<PAGE>
                                                                               1
                               L I L T Canada Inc.
                                  SCHEDULE "B"
                                 LANDLORD'S WORK

================================================================================

1.0     GENERAL CONSTRUCTION:
        ---------------------

1.1     INTERIOR PARTITIONS:
        --------------------

        Definition:

        TYPICAL PARTITIONS:
        -------------------
        Single layer 1/2" gyproc,  each side on 2 1/2" steel studs, to underside
        of suspended ceilings, with 2 1/2" sound attenuation blankets.

        SOUND INSULATED PARTITIONS:
        ---------------------------
        Single  layer 1/2" gyproc,  each side on 21/2" steel studs;  full height
        partitions  to  underside  of  structure  with 2 1/2" sound  attenuation
        blankets.

        FIRE RATED PARTITIONS:
        ----------------------
        Single or double  layer 1/2" fire code gyproc full height to  structure,
        as required by local and national building codes and bylaws.

        LOCATION:
        ---------
        Provide  fire  rated  partitions  where  required  by  code,  as well as
        telephone  and computer  rooms.  Provide sound  insulated  partitions in
        washrooms,  conference  rooms,  cafeteria  and  executive  (V.P.)  level
        office, main reception, and director's office.

1.2     CEILING HEIGHTS; OFFICE AREA:
        -----------------------------
        Lobby                 11' to 12'
        Second Floor          10'

        CEILING FINISHES:
        -----------------
        T-bar grid with  lay-in  acoustic  tiles 20" x 60" in  general  open and
        closed office areas unless otherwise noted.  Decorative  gyproc ceilings
        in  vestibule,   reception,  lobby,  elevator,  and  gyproc  borders  in
        conference room, and president's office.

1.3     DOORS AND FRAMES:
        -----------------
        8'0" wood veneer  solid core  upgraded  stained  finish doors and frames
        complete with hardware for conference  rooms,  closed  offices,  and for
        general office area.

1.4     SERVICE DOORS:
        --------------
        Washroom  doors to be solid  core wood doors in  pressed  steel  frames,
        plastic laminate finish. Electrical room door to be steel door.

1.5     HARDWARE:
        ---------
        All doors to have 1 1/2" pairs of ball bearing hinges, building standard
        lever handle  passage  sets,  and locks as required.  All hardware to be
        brushed steel finish.

1.6     BUILT-INS:
        ----------
        Lower  and  upper  cabinets  and  counter  for  cafeteria.   All  to  be
        constructed of 5/8" press board with plastic laminate finish.

1.7     COMPUTER AND SPECIALTY ROOMS:
        -----------------------------
        Provide building standard typical floor finishes,  ceilings,  walls, and
        doors.

April 10, 2000


<PAGE>
                                                                               2
                               L I L T Canada Inc.
                                  SCHEDULE "B"
                                 LANDLORD'S WORK

================================================================================

        Painted slab with adequate  lights and A/C,  standard loads for standard
        offices, 1 ton per 400 sq. ft.

1.8     FINISHES AND DECORATION:
        ------------------------

1.9     CARPET:
        -------
        28 oz. carpet and carpet base in general  office areas,  closed  offices
        and conference rooms, from building standard assortment.

2 0     GRANITE:
        -------
        12" x 12" granite tiles,  in vestibule,  reception,  main lobby,  and in
        elevator,  from  building  standard  assortment.   Granite  vanities  in
        washrooms.

2.1     CERAMIC TILE:
        -------------
        12" x 12" Fiandre type ceramic tile in washrooms.

2.2     VINYL COMPOSITE TILE:
        ---------------------
        12" x 12" standard  vinyl  composite tile in electrical  rooms,  janitor
        closet, and cafeteria.  Armstrong or equivalent,  from building standard
        assortment.

2.3     PAINTING AND WALL COVERING:
        ---------------------------
        3 finishing coats of paint, in open and closed office areas.  Vinyl wall
        covering in reception,  lobby, president's office,  conference room, and
        in closed offices, as designated, from building standard assortment.

2.4     WINDOW COVERING:
        ----------------
        Vertical  PVC blinds or roller  blinds on  exterior  windows  other than
        lobby, from building standard assortment.


3.0     ELECTRICAL AND MECHANICAL SERVICES:
        -----------------------------------

3.1     ELECTRICAL CAPACITY:
        --------------------
        Electrical   capacity   will  be   sufficient   for  building   standard
        requirements; 600 amps 600 volts (revised to 2000 amps, extra to be paid
        by Lumenon).

3.2     LIGHTING:
        ---------
        Deep cell  parabolics  with energy  saving  electronic  ballasts  set in
        ceiling suspension grid, in open and closed general and executive office
        areas.  Recessed pot lights  (capsulite)  in vestibule,  reception,  and
        lobby.  Dimmer in conference room.  Concealed  fluorescent cove lighting
        for main lobby, and reception, as designated.

3.3     ELECTRICAL AND TELEPHONE OUTLETS:
        ---------------------------------
        Vertical pack poles are not permitted.  Two (2)  Electrical  outlets for
        each standard  closed  office;  3 electrical  outlets for each executive
        office,  (over 180 sq.  ft.) and  conference  rooms and  meeting  rooms.
        Necessary  outlets for  maintenance of corridors and cleaning.  Standard
        quantity  of  telephone  outlets;  1 per  work  station.  At  each  wall
        telephone  outlet,  in insulated  wall,  provide a 3/4" empty conduit to
        ceiling space with pull cord. In open office areas,  each desk will have
        a quadrupex and a telephone  outlet;  connection of electrified base for
        partitions by Tenant.  1 floor monument in big conference  room, 1 floor
        monument behind reception desk.

April 10, 2000


<PAGE>
                                                                               3
                               L I L T Canada Inc.
                                  SCHEDULE "B"
                                 LANDLORD'S WORK

================================================================================

3.4     PLUMBING:
        ---------
        All lines as required for base building washrooms and water fountains as
        per code. One sink for coffee station. All washroom fixtures to be Crane
        or American Standard. Hot water for all sinks.

3.5     SPRINKLERS:
        -----------
        Semi-recessed  sprinkler heads, white colored,  in general office areas,
        flush recessed sprinkler heads in gyproc ceilings.

3.6     HVAC AND HUMIDIFICATION FOR OFFICE AREA ONLY:
        ---------------------------------------------
        Climate controlled  air-conditioning  system,  zones will be designed to
        maximise comfort levels in private offices, to cover sun exposures along
        different   elevations  of  the  building;   standard  zoning;   average
        temperature of 72 deg. F. (min. 69 deg. and max. 75 deg. F.):

  0     1 interior zone per 1,500 sq. ft.
  O     1 perimeter zone for every 30 ft. of perimeter wall.
  O     1 perimeter zone for each corner.
  O     Flexibility to add additional zones (at Tenant's cost).

        Standard humidification of 25%.

        Heating for the perimeter  zones will be provided by electric  baseboard
        heaters, tied back to ARC. system (in offices only).

3.7     COMPUTER ROOMS AND SPECIALTY EQUIPMENT ROOMS:
        ---------------------------------------------
        Provide building standard typical,  lighting,  sprinklering,  electrical
        and mechanical distribution and controls.

3.8     WAREHOUSE AREA/ MANUFACTURING AREA:
        -----------------------------------
        Suspended natural gas fired unit heaters.
        Metal halide lighting.

        2 Shipping doors.
        Concrete floor, epoxy grey paint on floor.
        Fully sprinklered.
        White epoxy paint on walls.

3.9     CEILING HEIGHTS:
        Clean Room Area; 27' clear
        Manufacturing Area; 27' clear in one section, and 12' clear in another
        section.


April 10, 2000

<PAGE>
                                                                               4
                               L I L T Canada Inc.
                                  SCHEDULE "B"
                                 LANDLORD'S WORK

================================================================================

4.0     CLEAN ROOM AREA
        ---------------
        Landlord agrees to credit (on extras) an amount of TEN THOUSAND  DOLLARS
        ($10,000.00)  for  humidifying the clean room area (work will be carried
        out by Tenant's  contractor);  Landlord also agrees to compensate Tenant
        FIFTEEN THOUSAND DOLLARS  ($15,000.00) to maintain Item 3.6 as worded in
        this Schedule "B".

April 10, 2000


<PAGE>
                                                                               1
                               L I L T Canada Inc.
                                  SCHEDULE "B"
                                 ITEMS EXCLUDED

================================================================================

The following items are not included,  but Landlord can carry out such work, and
invoice the Tenant:


A)        Telephone cabling.

B)        Fibre optic cabling and or conduiting.

C)        Computer cabling and or conduiting.

D)        Alarm company cabling and or conduiting.

E)        Alarm system, card access.

F)        Computer room floor and its grounding, clean room floor, and all clean
          room   construction   disciplines  as  well.  Any  special   sprinkler
          requirements,  or special fire  protection  systems for computer room,
          clean room or manufacturing area.

G)        Additional HVAC zones over and above building standard zoning.

H)        Any special  separate HVAC system for computer  room, or special power
          requirements for computer room, clean room area,  manufacturing  area,
          or other rooms, or areas.

I)        HVAC upgrade for  cafeteria,  or any special  cafeteria  requirements,
          beyond conventional  equipment,  i.e.  microwave,  fridge, and vending
          machine.  No  connections  to  cafeteria  equipment,  and no cafeteria
          panel/transformer.

J)        Cafeteria equipment, furniture, or built-in banquette.

K)        Office  services  built-ins,  such as  counters,  pigeon  holes,  etc.

L)        Reception desks,  credenzas,  end tables,  boardroom  tables,  and any
          other furniture items, or additional millwork built-ins.

M)        Upgrade wood wall base.

N)        Structural reinforcement for any heavy rolling filing systems.

O)        Any  moveable  partition  walls to  divide  conference  rooms or other
          rooms.

P)        Any cafeteria condiment counter or vending counter.

Q)        Any projection screens or audio visual equipment.

R)        Any cable trays in ceiling or embedded in concrete.

S)        Any generator or subsequent provisions for a generator.

T)        Any special door hardware other than building standard.


U)        Any special glazed partitions.

V)        Any additional glazed sidelights.

W)        Any special ventilation for smoking room.

X)        Any company signage.

Y)        Any underground  prerequisites not indicated and or priced by Landlord
          which may be relevant to tenant operations not indicated on drawing.


April 10, 2000


<PAGE>
                                                                               2

                               L I L T Canada Inc.
                                  SCHEDULE "B"
                                 ITEMS EXCLUDED

================================================================================

Z)        Any special  requirements for clean room area, and manufacturing area,
          which exceed base building standards.





April 10, 2000

<PAGE>

                                  SCHEDULE "D"
                               L I L T Canada tnc.
                        OPERATING COST ESTIMATE FOR 2000

================================================================================

   INSURANCE                                                     $   0.15 SQ.FT.

   SNOW REMOVAL & LANDSCAPING                                    $   0.45 SQ.FT.

   MUNICIPAL & SCHOOL TAXES                                      $   0.80 SQ.FT.

   EXTERIOR GROUNDS MAINTENANCE                                  $   0.25 SQ.FT.

   TAX ON CAPITAL (FEDERAL)                                      $   0.13 SQ.FT.

   TAX ON CAPITAL (PROVINCIAL)                                   $   0.42 SQ.FT.

   SURTAX                                                        $   0.95 SQ.FT.

   SECURITY                                                      $   0.50 SQ.FT.
                                                                 ---------------
                                                                 $   3.65 SQ.FT.

   15% ADMINISTRATION FEE                                        $   0.55 SQ.FT.
                                                                 ---------------

   NET LEASE TOTAL                                               $   4.20 SQ.FT.
                                                                 ===============

   UTILITIES ARE PAID DIRECTLY FROM
   THE TENANT, TO HYDRO QUEBEC
   AND GAZ METROPOLITAIN.