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                                      LEASE

THIS LEASE made as of the day of 24th day of February, 2000
PURSUANT TO THE SHORT FORMS OF LEASES ACT

BETWEEN:

                    MENKES OFFICE PARKS LTD.

                    (the "LANDLORD")
                                                  OF THE FIRST PART
AND:

                    DENBURN INVESTMENTS INC.

                    (the "TENANT")

                                                  OF THE SECOND PART
AND:

                    CHANGEPOINT CORPORATION

                    (the "INDEMNIFIER")
                                                  OF THE THIRD PART


ARTICLES.  For convenience of reference this Lease has been divided into the
following Articles:

     Article I    - Definitions
     Article II   - Lease Term and Payments
     Article III  - Landlord and Tenant Covenants
     Article IV   - Repair and Damage
     Article V    - Taxes and Operating Costs
     Article VI   - Utilities and Additional Services
     Article VII  - Assigning and Subletting
     Article VIII - Fixtures and Improvements
     Article IX   - Insurance and Liability
     Article X    - Subordination, Attornment and Certificates
     Article XI   - Events of Default and Remedies
     Article XII  - Miscellaneous
     Article XIII - Other Provisions

LIST OF SCHEDULES.  The following schedules form an integral part of this
Lease:

     Schedule "A" - Legal Description of Lands
     Schedule "B" - Leased Premises
     Schedule "C" - Rules and Regulations
     Schedule "D" - Building Specifications
     Schedule "E" - Indemnity Agreement


ARTICLE 1.00 - DEFINITIONS

1.1  DEFINITIONS.  In this Lease the following defined terms shall have the
     meanings set forth below.

     "ADDITIONAL RENT"  means Operating Costs under Section 5.5, Taxes under
     5.3, Electricity under 6.2, and Insurance under Article IX and all other
     charges, costs and expenses required to be paid by the Tenant under the
     terms of this Lease (other than Base Rental) whether payable to the
     Landlord or not.

     "ADDITIONAL SERVICES"  means the services and supervision supplied by the
     Landlord to the Leased Premises and Common Area Facilities and referred
     to herein or in any other provision hereof as Additional Services and
     any other services which from time to time the Landlord supplies to the
     Tenant at the Tenant's written request or as the Landlord deems
     necessary, acting reasonably, and which are additional to the janitor
     and cleaning and other services typically supplied in a first class
     office building, supervision in connection with the making of any
     repairs or alterations by the Tenant affecting the Base Building,
     building


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     systems or Leasehold Improvements.

     "ATTIC STOCK"  means spare fan, pump and cooling tower motors, base
     Building light fixtures, fuses, etc.

     "BASE RENTAL"  means the Base Rental payable by the Tenant in accordance
     with Section 2.3.

     "BUILDING"  means the building municipally known as 30 Leek Crescent, in
     the Town of Richmond Hill.

     "CAPITAL TAX"  is an amount presently or hereafter imposed from time to
     time pursuant to Part III of the Corporations Tax Act (Ontario) (the
     "ACT") upon the Landlord or the owner of the Building and Lands and
     payable by the Landlord on account of its interest in the Building and
     the Lands or any part thereof, or its interest in or capital employed in
     the Building and the Lands, as the case may be, and for greater clarity
     will be computed on the basis that the Building herein is the sole asset
     of the Landlord.

     "COMMENCEMENT DATE"  means November 1st, 2000.

     "COMMON AREA FACILITIES"  means all facilities, improvements,
     installations, utilities and equipment located in the Building or the
     Lands immediately surrounding the Building.

     "COMMON AREAS"  means those areas, facilities, utilities, improvements,
     equipment and installations comprising the Lands and Building and which
     are not leased or designated for lease to tenants but are provided to be
     used in common by (or by the sublessees, agents, employees, customers or
     licensees of) the Landlord, the Tenant, and other tenants of the
     Building and other buildings on the Lands, whether or not the same are
     open to the general public or a specific tenant of the Building, and
     include, but are not limited to, parking areas and all vestibules for
     and entrances and exits thereto; driveways, truckways and related areas;
     corridors and underground or above ground tunnels or passageways;
     stairways, escalators, ramps, and elevators and other transportation
     equipment and systems; tenant, common and public washrooms; telephone,
     meter, valve, mechanical, mail, storage, service and janitor rooms; fire
     prevention, security and communication systems, any fixtures, chattels,
     systems, decor, signs, facilities, or landscaping and planted areas
     contained therein or maintained or used in connection therewith.

     "COST OF ADDITIONAL SERVICES"  shall mean in the case of Additional
     Services provided by the Landlord a reasonable charge made therefor by
     the Landlord which shall not exceed the cost of obtaining such services
     from independent contractors and in the case of Additional Services
     provided by independent contractors the Landlord's total cost of
     providing Additional Services to the Tenant including the proportionate
     cost of all direct labour (including salaries, wages and fringe
     benefits) and materials and other direct expenses incurred, the cost of
     supervision without duplication or profit and other expenses reasonably
     allocated thereto.

     "INSURED DAMAGE"  means that part of any damage occurring to the Leased
     Premises of which the entire cost of repair is actually recovered by the
     Landlord under a policy of insurance in respect of fire and other perils
     from time to time effected by the Landlord, or for which the Landlord
     has self-insured under Section 9.1 herein.

     "LAND"  means those lands described in Schedule "A" attached hereto.

     "LEASE"  means this Lease between the Landlord and the Tenant, and all
     amendments hereto.

     "LEASEHOLD IMPROVEMENTS"  means all fixtures, improvements,
     installations, alterations and additions from time to time made, erected
     or installed by or on behalf of the Tenant or by or on behalf of any
     other previous occupant in the Leased Premises (including the Landlord)
     with the exception of trade fixtures, furniture and equipment, (not of
     the nature of fixtures), modular office furniture systems, improvements
     of a cosmetic nature such as rugs (but not broadloom), decorations and
     other improvements moveable without the use of tools, but Leasehold
     Improvements include all office partitions affixed to the floor in a
     permanent manner and includes wall-to-wall and other carpeting with the
     exception of such carpeting where laid over vinyl tile or other finished
     floor and


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     affixed so as to be readily removable without damage.

     "LEASED PREMISES"  means approximately 35,000 square feet of Rentable
     Area on the 4th and 3rd floors of the Building as outlined in red on the
     plans attached as Schedule "B".

     "NORMAL BUSINESS HOURS"  means the hours of 8:00 a.m. to 6:00 p.m.
     Monday to Friday, except public holidays.

     "OPERATING COSTS"  means the total of all expenses, costs, and outlays
     incurred in the complete maintenance, repair and operation of the
     Building and Common Area Facilities calculated in accordance with
     industry standards for similar developments, whether incurred by or on
     behalf of the Landlord.

     (a)  Operating Costs shall include without limiting the generality of
          the foregoing (but subject to certain deductions as hereinafter
          provided), the cost of providing complete cleaning and janitorial
          services, the cost of building supplies used in the maintenance of
          the Building, Attic Stock, supervisory (if any) and maintenance
          services, exterior landscaping, snow removal, garbage and waste
          collection and disposal, rental of equipment and signs, janitorial
          services to the Common Areas of the Building, the cost of operating
          elevators, the cost of heating, cooling and ventilating all space
          including both rentable and non-rentable areas, the cost of
          providing hot and cold water, electricity (including lighting), and
          the replacement of electric light bulb tubes, starters and
          ballasts, telephone and other utilities and services to both
          rentable and non-rentable areas, the cost of all repairs including
          repairs to the Building or services in the Building or Common Area
          Facilities including elevators, depreciation on the central HVAC
          systems distribution plant and associated equipment, depreciation
          on all fixtures, equipment and facilities requiring periodic
          maintenance or substantial replacement, the cost of window
          cleaning, and providing security (if any), the cost of all
          insurance for liability or fire or other casualties referred to in
          Article 9.1, accounting costs incurred in connection with
          maintenance and operation including computations required for the
          imposition of charges to tenants and audit charges required to be
          incurred for the conclusive determination of any costs hereunder,
          reasonable legal fees, the amount of all reasonable salaries (only
          to the extent that such salaries or a proportion thereof, relate
          directly to the Building), wages and fringe benefits, unemployment
          and workers compensation insurance premiums, pension plan
          contributions and other similar premiums and contributions paid or
          provided to employees directly or a reasonable proportion thereof
          engaged in the maintenance, repair or operation of the Building,
          amounts paid to independent contractors for any services in
          connection with such maintenance, repair or operation, the cost of
          management fees, and other indirect expenses to the extent
          allocable to the maintenance, repair and operation of the Building
          and Common Area Facilities and all other expense of every nature
          incurred in connection with the maintenance, repair and operation
          of the Building and Common Area Facilities; and

     (b)  Operating Costs shall exclude structural or major mechanical
          repairs and replacements, debt service, and all management costs
          not allocable to the actual maintenance, repair and operation of
          the Building (such as that incurred in connection with leasing and
          rental advertising).

     (c)  the cost of any of the items cited in paragraph (a) above that vary
          with the level of occupancy of the Building (such as but not
          limited to cleaning and janitorial costs, garbage and waste
          collection and the cost of utilities) shall be adjusted and
          included in the Operating Costs as if the Building were 100%
          occupied (hereinafter referred to as "GROSS UP"). This Gross Up is
          for the sole purpose of equitably dividing the cost of such items
          among the tenant(s) actually occupying the Building and is to
          ensure that: (a) this Lease is on an absolutely net net basis to
          the Landlord (except as otherwise set forth herein); and (b) the
          Landlord is not subsidizing any tenant in the Building for costs
          that would otherwise be paid in full by the tenant if the Building
          was in fact 100% occupied. For further clarity the Landlord shall
          not profit from the terms of this paragraph and any Gross Up shall
          be net revenue neutral with respect to cost recovery to the
          Landlord;

     "PROPERTY"  means the Land and Building.


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     "PROPORTIONATE SHARE"  shall mean the fraction which has as its
     numerator the Rentable Area of the Leased Premises and has as its
     denominator the total Rentable Area of the Building. The total Rentable
     Area of the Leased Premises shall be adjusted from time to time, as may
     be reasonably necessary, to give effect to any structural or functional
     changes affecting the calculation of total Rentable Areas.

     "RENT"  means Base Rental and Additional Rent.

     "RENTABLE AREA"  in this Lease means:

     (a)  in the case of a single tenancy on a whole floor of the Building,
          the area as determined by the Landlord's architect in accordance
          with current BOMA standards; and

     (b)  in the case of a floor of the Building to be occupied by more than
          one tenant, all areas from the inside finished surface of the
          dominant portion of the permanent outer Building walls to the
          Tenant's side of corridors and/or other permanent interior walls
          and to the centre of demising partitions which separate the area
          occupied from adjoining rentable premises, herein referred to as
          the "USABLE AREA", plus a gross-up factor for the Service Areas on
          the floor in common with other tenants on the same floor,
          including, but not limited to, corridors, elevator lobbies,
          mechanical, electrical, telephone and janitor's rooms exclusively
          serving the floor, such factor to be based upon a ratio which the
          Service Areas of the floor bear to the sum of the Usable Area of
          the floor, plus an additional gross-up factor for ground floor
          services in common with other tenants, including, but not limited
          to, vestibules, corridors, elevator lobbies, mechanical,
          electrical, telephone, mail, garbage and janitor's rooms, such
          factor to be based upon a ratio which the ground floor Service
          Areas of the Building bears to the gross floor area, less Vertical
          Openings of the Building.

     "RULES AND REGULATIONS"  means the rules and regulations attached as
     Schedule "C".

     "SERVICE AREAS"  shall mean the area of corridors, elevator, lobbies,
     service elevator lobbies, washrooms, air-cooling rooms, fan rooms,
     janitor's closets, telephone and electrical closets and other closets
     serving the Leased Premises in common with other premises on the same
     floor.

     "TAXES"  means all taxes, rates, duties, levies and assessments
     whatsoever, whether municipal, parliamentary or otherwise, levied,
     imposed or assessed against the Building, Common Areas or Common Area
     Facilities or upon the Landlord in respect thereof including Capital Tax
     and commercial concentration tax, or from time to time levied, imposed
     or assessed in the future in lieu thereof, or in addition thereto,
     whether now contemplated or not, and those levied, imposed or assessed
     for education, schools and local improvements and including all costs
     and expenses (including legal and other professional fees and interest
     and penalties on deferred payments), incurred by the Landlord in good
     faith in contesting, resisting or appealing any taxes, rates, duties,
     levies or assessments, but excluding taxes and license fees in respect
     of any business carried on by tenants and occupants of the Building
     (including the Landlord) to the extent such taxes are not levied in lieu
     of taxes, rates, duties, levies and assessments against the Building or
     upon the Landlord in respect thereof, and shall also include any and all
     taxes which may in future be levied in lieu of taxes as hereinbefore
     defined, and also including Large Corporations Tax or any similar or
     successor tax in lieu thereof or in addition thereto assessed upon the
     Landlord.

     "TERM"  means the term of the Lease stipulated in paragraph 2.2.

     "UTILITIES"  means electricity as described in Article 6.2, natural gas
     and any other utility required in the operation of the Building.


ARTICLE 2.00 - LEASE TERM AND PAYMENTS

2.1  DEMISE.  In consideration of the rents, covenants and agreements
     hereinafter reserved and contained, the Landlord hereby leases to the
     Tenant, for the exclusive use of the Tenant, the Leased Premises for the
     Term.

2.2  TERM.  The Lease shall have a term of ten (10) years commencing on
     November


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     1st, 2000 and ending October 31st, 2010 unless such term shall be sooner
     terminated as hereinafter provided. In the event the Leased Premises are
     not ready for occupancy as of the Commencement Date, other than by
     reason of the Tenant's delay, the Tenant shall be entitled to remain in
     the premises it currently occupies at the same cost until the Leased
     Premises are ready for occupancy and the within term shall be a full ten
     (10) years in such event commencing on the actual date of delivery of
     the Leased Premises by the Landlord as required herein.

2.3  BASE RENTAL.  THE TENANT SHALL PAY yearly and every year during the first
     five (5) years of the within Term the sum of $490,000.00 of lawful money
     of Canada in twelve (12) equal monthly instalments of $40,833.33, in
     advance, the first of such instalments to become due and payable on
     November 1st, 2000 (the "BASE RENTAL"). The Tenant shall pay early and
     every year during the second five years of the within Term the sum of
     $560,000.00 of lawful money of Canada in twelve (12) equal monthly
     instalments of $46,666.67, in advance, the first of such instalments to
     become due and payable on November 1st, 2005.

     The aforesaid annual Base Rental for the first five (5) years is
     calculated on the basis of the Rentable Area of the Leased Premises
     being 35,000 square feet at a rate of $14.00 for each square foot of
     Rentable Area. The aforesaid annual Base Rental for the second five (5)
     years is calculated on the basis of the Rentable Area of the Leased
     Premises being 35,000 square feet at a rate of $16.00 for each square
     foot of Rentable Area.

     IF THE TERM COMMENCES on any day other than the first or ends on any day
     other than the last day of the month, the Base Rental and additional
     rental for the fractions of a month at the commencement and at the end
     of the Term shall be adjusted pro rata. All Base Rental payments shall
     be payable on the first of each month.

2.4  PREPAID RENT.  The Landlord acknowledges receipt by Colliers Macaulay
     Nicolls (Ontario) Inc. of the sum of $50,000.00, including GST,
     representing payment on account of Base Rental towards the Base Rental
     and Additional Rental first due under of the Term herein.

2.5  SECURITY DEPOSIT.  - DELETED INTENTIONALLY

2.6  POST-DATED CHEQUES  - DELETED INTENTIONALLY


ARTICLE 3.00 - LANDLORD AND TENANT COVENANTS

3.1  LANDLORD COVENANTS.  The Landlord covenants with the Tenant:

     (a)  QUIET ENJOYMENT.  To provide for quiet enjoyment.

     (b)  INTERIOR CLIMATE CONTROL.  To provide to the Leased Premises during
          Normal Business Hours and, subject to Section 13.17 herein,
          processed air by means of a system for heating and cooling,
          filtering and circulating, processed in such quantities, and at
          such temperatures as shall be reasonable in accordance with good
          standards of interior climate control generally pertaining to
          normal occupancy of premises for office purposes. The Landlord
          shall have no responsibility for inadequacy of the performance of
          the said system if the Leased Premises depart from the design
          criteria.

     (c)  ELEVATORS.  Subject to the supervision of the Landlord and except
          when repairs are being made thereto, to furnish for use by the
          Tenant and its employees and invitees in common with other persons
          entitled thereto reasonable standards of passenger elevator service
          to the Leased Premises. The Tenant shall be responsible for any
          damages caused to the elevator as a result of taking possession or
          giving up possession of the Leased Premises and shall pay such
          costs forthwith upon demand as Additional Rent.

     (d)  ENTRANCES LOBBYS, ETC.  To permit the Tenant and its employees and
          invitees to have the use in common with others entitled thereto of
          the common entrances, lobbies, stairways, elevators and corridors
          of the Building giving access to the Leased Premises (subject to
          the Rules and Regulations and such other reasonable limitations as
          the Landlord may from time to time impose).

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     (e)  WASHROOMS.  To permit the Tenant and its employees and invitees, in
          common with others entitled thereto to use the washrooms available
          to the Leased Premises on each floor of the Building upon which any
          part of the Leased Premises is located.

     (f)  JANITOR SERVICE.  To cause when reasonably necessary from time to
          time the floors and windows of the Leased Premises to be swept and
          cleaned and the desks, tables and other furniture of the Tenant to
          be dusted, all in keeping with a first-class office building, such
          work shall be done at the Landlord's direction without interference
          by the Tenant, its servants or employees.

     (g)  MAINTENANCE OF COMMON AREAS.  To cause the elevators, common
          entrances, lobbies, stairways, corridors, washrooms and other parts
          of the Building from time to time provided for common use and
          enjoyment to be swept, cleaned or otherwise maintained
          substantially in keeping with a first-class office building.

3.2  TENANT COVENANTS.  The Tenant covenants with the Landlord:

     (a)  RENT.  To pay Base Rental and Additional Rent.

     (b)  PERMITTED USE.  To use the Leased Premises only for the purpose of
          any lawful business office and other legally permitted uses,
          subject to the provisions of this Lease, and not to use or permit
          to be used the Leased Premises or any part thereof for any other
          purpose or business. However, the Leased Premises shall only be
          used by any assignee or sublessee for business office purposes.

     (c)  WASTE AND NUISANCE.  Not to commit or permit any waste, damage or
          injury to the Leased Premises including the Leasehold Improvements
          and trade fixtures therein, reasonable wear and tear excluded, any
          overloading of the floors thereof, any nuisance therein or any use
          or manner of use causing unreasonable annoyance to other tenants
          and occupants of the Building.

     (d)  CONDITION.  Not to permit the Leased Premises to become hazardous
          or permit unreasonable quantities of waste or refuse to accumulate
          therein and at the end of each business day to leave the Leased
          Premises in a condition such as to reasonably facilitate the
          performance of the Landlord's janitor and cleaning services
          referred to herein.

     (e)  BY-LAWS.  To comply at its own expense with all municipal, federal,
          provincial, sanitary, fire, building and safety statutes, laws,
          by-laws, regulations, ordinances, orders or regulations pertaining
          to the operation and use of the Leased Premises, the condition of
          the Leasehold Improvements, trade fixtures, furniture and equipment
          installed by the Tenant therein and the making by the Tenant of any
          repairs, changes or improvements therein.

     (f)  FIRE EXIT DOORS.  To permit the installation by the Landlord of all
          doors in the exterior wall of the Leased Premises necessary to
          comply with the requirements of any statute, law, by-law,
          regulation, ordinance, order or regulation.

     (g)  RULES AND REGULATIONS.  To observe and to cause its employees,
          invitees and others over whom the Tenant can reasonably be expected
          to exercise control, the Rules and Regulations and such further and
          other reasonable rules and regulations and amendments and changes
          therein as may hereafter be made by the Landlord and notified to
          the Tenant, provided that any such new rules or amendments are not
          inconsistent with the provisions of this Lease.

     (h)  OVERHOLDING.  That in the event that the Tenant remains in
          possession of the Leased Premises after the termination of the
          original Term hereby created, without other special agreement, it
          shall be at the monthly Base Rental equal to the Base Rental and
          Additional Rent payable during the last month of the Term hereof,
          times two, payable on the first day of each and every month and
          subject in other respects to the terms of this Lease, including
          those provisions requiring the payment of Base Rental and
          Additional Rent in monthly installments.


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3.3  SIGNS AND DIRECTORY.  The Tenant covenants not to permit, paint,
     display, inscribe, place or affix any sign, symbol, notice or lettering
     of any kind anywhere outside the Leased Premises (whether on the outside
     or inside of the Building) or within the Leased Premises so as to be
     visible from the outside of the Leased Premises, with the exception only
     of an identification sign at or near the entrance to the Leased Premises
     and a directory listing in the main lobby of the Building, in each case
     containing only the name of the Tenant and to be subject to the approval
     of the Landlord as to size, location, content and design criteria as
     established by the Landlord. Such identification sign and directory
     listing shall be installed by the Landlord at the expense of the Tenant,
     which expense shall be the invoice cost plus 15% for an administration
     fee. The Landlord's acceptance of any name for listing upon the
     directory will not be deemed, nor will it substitute for the Landlord's
     consent if required by this Lease to any sublease, assignment or other
     occupancy of the Leased Premises.

3.4  INSPECTION AND ACCESS.  The Landlord shall be permitted to enter and to
     have its authorized agents, employees and contractors enter the Leased
     Premises, for the purpose of inspection, window cleaning, maintenance,
     providing janitor service, making repairs, alterations or improvements
     to the Leased Premises or the Building, or to have access to utilities
     and services and access panels which the Tenant agrees not to obstruct,
     or to determine the electric light and power consumption by the Tenant
     in the Leased Premises and the Tenant shall provide free and unhampered
     access for such purposes and shall not be entitled to compensation for
     any inconvenience, nuisance, discomfort or loss caused thereby, but the
     Landlord, in exercising its rights hereunder, shall proceed to the
     extent reasonably possible so as to minimize interference with the
     Tenant's use and enjoyment of the Leased Premises.

3.5  EXHIBITING PREMISES.  The Landlord and its authorized agents and
     employees shall be permitted entry to the Leased Premises during the
     last six (6) months of the term for the purpose of exhibiting them to
     prospective tenants or at any time upon reasonable notice for the
     purposes of arranging financing for the Building.

3.6  LANDLORD'S CONTROL.  The Tenant acknowledges that the Common Area
     Facilities are at all times subject to the exclusive control and
     operation of the Landlord, and the Landlord shall have the right to
     construct improvements, alterations and additions thereto and to
     relocate the various facilities thereon.

3.7  FINANCIAL STATEMENTS.  The Tenant will supply financial statements to
     the Landlord upon request if, as and when the Tenant has its securities
     traded on a recognized stock exchange and such information is public.


ARTICLE 4.00 - REPAIR AND DAMAGE

4.1  TENANT'S REPAIRS.  The Tenant covenants with the Landlord:

     (a)  to keep in good and reasonable state of repair and consistent with
          the general standards of first-class office buildings in
          Metropolitan Toronto, to perform all repairs and replacements as a
          prudent tenant would do (reasonable wear and tear excepted) to the
          Leased Premises including all Leasehold Improvements and all trade
          fixtures therein and all glass therein;

     (b)  that the Landlord may (upon reasonable notice) enter and view the
          state of repair from time to time and that the Tenant will repair
          if required to do so pursuant to the terms of this Lease, according
          to notice in writing and that the Tenant will leave the Leased
          Premises in a good and reasonable state of repair; and

     (c)  that if any part of the Building other than the Leased Premises
          becomes out of repair, damaged or destroyed through the negligence
          or misuse of the Tenant or its employees, invitees or others over
          whom the Tenant can reasonably be expected to exercise control, the
          expense of repairs or replacements thereto necessitated thereby
          shall be the responsibility of the Tenant.

4.2  ABATEMENT AND TERMINATION.  It is agreed between the Landlord and the
     Tenant that:

     (a)  In the event of damage to the Leased Premises or to the Building
          affecting access or services essential to the conduct of business
          in the Leased


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          Premises and if the damage is such that the Leased Premises or any
          substantial part thereof is rendered not reasonably capable of use
          and occupancy by the Tenant for the purposes of its business for
          any period of time in excess of 10 days, then

          (i)  unless the damage was caused by the misuse, fault, negligence
               of the Tenant or its employees, invitees or others under its
               control, from and after the date of occurrence of the damage
               and until the Leased Premises are again reasonably capable of
               use and occupancy as aforesaid, Base Rental (but not any other
               payments required to be made by the Tenant hereunder) shall
               abate from time to time in pro-portion to the part or parts of
               the Leased Premises not reasonably capable of such use and
               occupancy, and

         (ii)  unless this Lease is terminated as hereinafter provided, the
               Landlord or the Tenant as the case may be (according to the
               nature of the damage and their respective obligations to
               repair as provided herein, it being understood that the Tenant
               shall have the obligation to repair and replace all Leasehold
               Improvements and all Tenant's trade fixtures) shall repair
               such damage with all reasonable diligence, but to the extent
               that any part of the Leased Premises is not reasonably capable
               of such use and occupancy by reason of damage which the Tenant
               is obligated to repair hereunder, any abatement of Rent to
               which the Tenant is otherwise entitled hereunder shall not
               extend later than the time by which repairs by the Tenant
               ought to have been completed with reasonable diligence; and

     (b)  if either the entire or substantially all of the Leased Premises,
          or premises whether of the Tenant or other tenants of the Building
          comprising in the aggregate 50% or more of the Rentable Area of the
          Building are substantially damaged or destroyed by any cause to
          such an extent in the reasonable opinion of the Landlord cannot be
          repaired or rebuilt within 180 days after the occurrence of the
          damage or destruction, the Landlord or the Tenant may at its
          option, exercisable by written notice to the other given within 30
          days after the occurrence of such damage or destruction terminate
          this Lease in which event neither the Landlord nor the Tenant shall
          be bound to repair as provided herein and the Tenant shall instead
          deliver up possession of the Leased Premises to the Landlord with
          reasonable expedition but in any event within 60 days after
          delivery of such notice of termination and rent shall be
          apportioned and paid to the date upon which possession is so
          delivered up (but, subject to any abatement to which the Tenant may
          be entitled under paragraph (a) of this clause 4.2 by reason of the
          Leased Premises having been rendered in whole or in part not
          reasonably capable of use and occupancy), but otherwise the
          Landlord or the Tenant as the case may be (according to the nature
          of the damage and their respective obligations to repair described
          in 4.2 (a) (ii)) shall repair such damage with reasonable diligence.


ARTICLE 5.00 - TAXES AND OPERATING COSTS

5.1  NET NET LEASE.  The Tenant acknowledges and agrees that it is intended
     that this Lease is a completely carefree net net lease to the Landlord,
     except as expressly herein set out, that the Landlord is not responsible
     during the Term for any costs, charges, expenses and outlays of any
     nature whatsoever arising from or relating to the Leased Premises, or
     the use and occupancy thereof, or the contents thereof or the business
     carried on therein, except as expressly set out herein, and the Tenant
     shall pay all charges, impositions, costs and expenses of every nature
     and kind relating to the Leased Premises.

5.2  LANDLORD'S TAX OBLIGATIONS.  The Landlord covenants with the Tenant,
     subject to the provisions herein, to pay all Taxes promptly when due to
     the taxing authority or authorities having jurisdiction.

     The parties acknowledge that separate unit assessments are being
     eliminated by the Ontario Provincial Government and as a result thereof,
     properties will be assessed as a whole. In determining the Proportionate
     Share of taxes payable by the Tenant, the Landlord shall be entitled to
     make such allocation or allocations as it deems appropriate and
     equitable having regard to the principles of property assessment in
     force from time to time.
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                                                                               9


5.3  TENANT'S TAX OBLIGATIONS.  The Tenant covenants with the Landlord:

     (a)  to pay promptly when due to the taxing authority or authorities
          having jurisdiction all taxes, rates, duties, levies and
          assessments whatsoever, whether municipal, parliamentary or
          otherwise, levied, imposed or assessed in respect of any and every
          business carried on by the Tenant, subtenants, licensees, or other
          occupants of the Leased Premises or in respect of the use or
          occupancy thereof (including licence fees);

     (b)  to pay promptly to the Landlord when demanded or otherwise due
          hereunder:

          (i)   all Taxes charged in respect of all Leasehold Improvements
                and trade fixtures and all furniture and equipment made,
                owned or installed by or on behalf of the Tenant in the
                Leased Premises as Additional Rent;

          (ii)  if by reason of the act, election or religion of the Tenant
                or any subtenant, licensee or occupant of the Leased
                Premises, the Leased Premises or any part of them shall be
                assessed for the support of Separate Schools, the amount by
                which the Taxes so payable exceed those which would have been
                payable if the Leased Premises had been assessed for the
                support of Public Schools; and

          (iii) the Tenant's Proportionate Share of Taxes as Additional Rent
                in the manner stipulated herein; and

     (c)  notwithstanding any other provisions of this Lease to the contrary,
          the Tenant shall pay to the Landlord, at such times and in such
          manner as the Landlord may direct, without duplication, an amount
          equal to all goods and service taxes, sales taxes, value-added
          taxes or any other taxes imposed with respect to Base Rental,
          Additional Rent or other amounts payable by the Tenant to the
          Landlord under this Lease, howsoever such taxes are characterized.
          The amount payable by the Tenant hereunder shall not be deemed to
          be Base Rental or Additional Rent but the Landlord shall have all
          of the same rights and remedies for recovery of same as it has for
          recovery of Base Rental and Additional Rent hereunder.

     Whenever requested by the Landlord the Tenant will deliver to it
     receipts for payment of all taxes, rates, duties, levies and assessments
     payable by the Tenant hereof and furnish such other information in
     connection therewith as the Landlord may reasonably require.

5.4  METHOD OF PAYMENT OF TAXES.  The Tax payments required to be made by the
     Tenant to the Landlord under the provisions of 5.3 (ii) herein shall be
     estimated by the Landlord, and the Tenant shall pay to the Landlord in
     addition to the monthly payments of Base Rental hereinbefore reserved,
     one-ninth of the estimated annual tax payments in the months of January
     to September, both inclusive, in each calendar year with an adjustment
     being made when the property tax bill respecting the Building is
     received by the Landlord for each year. The Tenant shall within sixty
     (60) days of being invoiced pay to the Landlord such additional sums as
     may be required in order that out of such monthly additional payments,
     the Landlord may pay the whole amount of the annual taxes as the
     installments thereof fall due; and if the monthly additional payments so
     paid by the Tenant to the Landlord exceed in total the Tenant's
     Proportionate Share of the annual property tax bill with respect to the
     Building and Lands of which the Leased Premises form part, then the
     excess shall be adjusted by the Landlord in favour of the Tenant by
     applying such excess on account of the next ensuing rental payments due
     (following the issue of the yearly statement) and such next ensuing
     rental payments shall be reduced by such excess accordingly. The
     Landlord shall forward to the Tenant copies of all notices or tax bills
     relating to the imposition of property taxes or other charges required
     hereunder to be paid as to part or all thereof by the Tenant. In the
     event that the Landlord is unable to obtain or determine a separate
     allocation of taxes payable by the Tenant under this Lease, the Landlord
     shall have the right to make an allocation, but shall be obligated to
     act reasonably and not arbitrarily.

5.5  OPERATING COSTS.  During the Term of this Lease, the Tenant shall pay to
     the Landlord its Proportionate Share of Operating Costs. Prior to the

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                                                                              10


     commencement of the Term of this Lease and the commencement of each
     fiscal period selected by the Landlord thereafter which commences during
     the Term the Landlord shall estimate the amount of Operating Costs and
     the Tenant's Proportionate Share thereof for the ensuing fiscal period
     or (if applicable) broken portion thereof, as the case may be, and
     notify the Tenant in writing of such estimate. The amount so estimated
     shall be payable in equal monthly installments in advance over the
     fiscal period or broken portion thereof in question, each such
     instalment being payable on each monthly rental payment date provided in
     clause 2.3. The Landlord may from time to time alter the fiscal period
     selected, in which case, and in the case where only a broken portion of
     a fiscal period is included with the Term, the appropriate adjustment in
     monthly payments shall be made. From time to time during a fiscal period
     the Landlord may re-estimate the amount of Operating Costs and the
     Tenant's Proportionate Share thereof, in which event the Landlord shall
     notify the Tenant in writing of such re-estimate and fixed monthly
     installments for the then remaining balance of such fiscal period or
     broken portion thereof such that, after giving credit for installments
     paid by the Tenant on the basis of the previous estimate or estimates,
     the Tenant's entire Proportionate Share of Operating Costs will have
     been paid during such fiscal period or broken period thereof. As soon as
     practicable after the expiration of each fiscal period the Landlord
     shall make a final determination of Operating Costs and the Tenant's
     Proportionate Share thereof for such fiscal period or (if applicable)
     broken portion thereof and shall provide a statement to the Tenant and
     the parties shall make the appropriate readjustment. Each 12 month
     period ending December 31st shall be deemed to be an accounting year for
     adjusting the said Operating Costs and within 120 days after the end of
     each such accounting year, the Landlord shall compute the said costs for
     such accounting year and the Proportionate Share of the Tenant therefor
     and shall submit to the Tenant a statement to reflect the Operating
     Costs specifically permitted under this Lease, and the said
     Proportionate Share thereof shall be borne by the Tenant. To the extent
     that the Tenant's Proportionate Share of such costs for such accounting
     year shall be greater than the total amount actually paid by the Tenant
     by said monthly payments in respect of such year the difference shall be
     paid by the Tenant to the Landlord within thirty (30) days after receipt
     by the Tenant of such statement. Any excess payments shall be applied by
     reducing the next ensuing rental payment(s) by the amount of such
     excess. The said accounting period may be modified by the Landlord if
     reasonably necessary. The Tenant may not claim a readjustment in respect
     to the Tenant's Proportionate Share of Operating Costs based upon any
     error of assessment, determination or calculation thereof unless claimed
     in writing prior to the expiration of three (3) years after the fiscal
     period to which the Operating Costs relate.

5.6  PAYMENT OF ADDITIONAL RENT.  Any Additional Rent provided for under this
     Lease unless otherwise provided herein, shall become due with each
     instalment of monthly Base Rental.


ARTICLE 6.00 - UTILITIES AND ADDITIONAL SERVICES

6.1  WATER AND TELEPHONE.  The Landlord shall furnish appropriate openings
     for bringing telephone services to the Leased Premises and shall provide
     hot and cold water to washrooms in the Leased Premises and to washrooms
     available for the Tenant's use in common with others entitled thereto.

6.2  ELECTRICITY.  The Tenant shall pay throughout the Term promptly to the
     Landlord (unless paid directly to Hydro authorities pursuant to separate
     billing) as Additional Rent when demanded:

     (a)  the cost of electric light and power supplied to the Leased
          Premises monthly based on the electric light and power requirements
          of the Tenant on a pro rata basis as determined from time to time
          during the Term by the Landlord acting reasonably; and

     (b)  the cost of cleaning, maintaining and servicing in all respects all
          electric lighting fixtures in the Leased Premises including the
          cost of replacement of electric light bulbs, tubes, starters and
          ballasts used to replace those installed at the commencement of the
          Term. Such cleaning, maintaining, servicing and replacement shall
          be within the exclusive right of the Landlord. It is understood and
          agreed that the costs described in this sub-section (ii) shall be
          charged to the Tenant as an Additional Service payable upon receipt
          of invoice from the Landlord.

6.3  ADDITIONAL SERVICES.  The Landlord, if it shall from time to time so
     elect, shall

<PAGE>
                                                                              11


     have the exclusive right, by way of Additional Services, to provide or
     have its designated agents or contractors provide any janitor or
     cleaning service to the Leased Premises and Common Area Facilities
     required by the Tenant which are additional to those required to be
     provided by the Landlord hereunder, including the Additional Services
     which the Landlord agrees to provide by arrangement, and to supervise
     the moving of furniture or equipment of the Tenant in and out of the
     Building where such moving of furniture or equipment would be disruptive
     to the normal business of the Building, and the making of repairs or
     alterations conducted within the Leased Premises affecting Base
     Building, building systems or Leasehold Improvements. The reasonable
     cost of Additional Services provided to the Tenant, whether the Landlord
     shall be obligated hereunder or shall elect to provide them as
     Additional Services, shall be paid to the Landlord by the Tenant from
     time to time within thirty (30) days following receipt of invoices
     therefor from the Landlord. Costs of Additional Services charged
     directly to the Tenant and other tenants shall be credited in computing
     Operating Costs.


ARTICLE 7.00 - ASSIGNING AND SUBLETTING

7.1  ASSIGNMENTS AND SUBLETTINGS.  The Tenant covenants with the Landlord
     that it will not assign, sublet, licence or part with the possession of
     the Leased Premises or any part thereof, or share the occupation of the
     Leased Premises, or any part thereof, without the consent of the
     Landlord in writing first had and obtained such consent not to be
     unreasonably or arbitrarily withheld or delayed. Provided that as a
     condition of the granting of its consent, the Landlord may require any
     assignee, subtenant, licensee or occupant of the Leased Premises to
     execute an agreement whereby he, it or they attorn to and become the
     tenants of the Landlord as if he, it or they had executed this Lease,
     or, except in the case of an absolute assignment of this Lease, to
     execute an acknowledgement that all the sublessee's or undertenant's
     estate, right and interest in and to the Leased Premises absolutely
     terminates upon the surrender, release, disclaimer or merger of this
     Lease notwithstanding the provisions of the Commercial Tenancies Act of
     Ontario, Chapter L-7 and amendments thereof with specific reference to
     Paragraphs 21 and 39 (2) thereof, or other similar statute. The Tenant
     shall furnish to the Landlord copies of any assignment, sublease,
     licence or other agreement herein contemplated. Notwithstanding any
     other provision in this section, no assignment, subletting, licensing or
     parting with possession of the Leased Premises shall in any way release
     or be deemed to release the Tenant (or any guarantor hereof) from their
     obligations under the terms of this Lease. Provided further that the
     proposed assignee, subtenant, licensee or occupant of the Leased
     Premises shall be required to provide financial statements or other
     financial information as the Landlord may require. It is agreed that the
     Landlord may consider in determining whether to grant consent among
     other matters, the following: the personal and business history of the
     proposed assignee, occupant, sublessee and its key employees. The Tenant
     agrees to pay the reasonable legal fees of the Landlord's solicitor
     relating to the preparation of the Landlord's consent, and determination
     as to whether to give the consent.

     In the event of any subletting by the Tenant by virtue of which the
     Tenant receives rent in the form of cash, goods, services or other
     considerations from the subtenant which is higher than the rent payable
     hereunder to the Landlord for the premises so sublet, the Tenant shall
     pay any such excess to the Landlord, in addition to all rent and other
     costs payable hereunder, for the period of time during which the said
     subtenant remains in possession of the premises sublet to it.

     If the Tenant herein shall receive from any assignee of this Lease,
     either directly or indirectly, any consideration for the assignment of
     this Lease, either in the form of cash, goods or services, the Tenant
     shall forthwith pay an amount equivalent to such consideration to the
     Landlord and same shall be deemed to be further Additional Rent
     hereunder.

     In the event the Tenant intends to sublet or assign the Leased Premises,
     it shall not advertise the rental, if the proposed rental is less than
     Base Rental payable hereunder.

     In calculating whether there is any additional consideration payable by
     an assignee or sublessee as hereinbefore provided, no deduction shall be
     made for any commission payable to any agent or other party.

     If the Landlord has granted to the Tenant, named on page 1 of this
     Lease, any

<PAGE>
                                                                              12


     first rights of refusal, exclusive rights or options to lease additional
     space or to purchase, it is agreed and understood that upon the Tenant
     assigning, subletting, licensing or parting with possession of the
     Leased Premises or any part thereof, the aforesaid rights referred to
     shall automatically become null and void.


ARTICLE 8.00 - FIXTURES AND IMPROVEMENTS

8.1  INSTALLATION OF FIXTURES AND IMPROVEMENTS.  The Tenant shall not make,
     erect, install or alter any Leasehold Improvements in the Leased
     Premises without having requested and obtained the Landlord's prior
     written approval which the Landlord shall not unreasonably delay or
     withhold. In making, erecting, installing or altering any Leasehold
     Improvements the Tenant will not alter or interfere with any
     installations which have been made by the Landlord without the prior
     written approval of the Landlord and in no event shall it alter or
     interfere with window coverings (if any) installed by the Landlord on
     exterior windows. The Tenant's request for any approval hereunder shall
     be in writing and accompanied by an adequate description of the
     contemplated work and, where appropriate, working drawings and
     specifications thereof. All work to be performed in the Leased Premises
     shall be performed by reputable contractors approved by the Landlord.
     The Landlord reserves the right to require the Tenant to utilize the
     contractor(s) of the Landlord where Base Building, building systems
     and/or warranties may be affected provided the Landlord agrees that
     charges by such contractors shall be in keeping with that which an arms
     length contractor would charge. The cost of all such work shall be
     estimated by the Landlord in advance and such estimate approved by the
     Tenant prior to work commencing. All such work shall be performed at the
     Tenant's expense and the Tenant shall be responsible for application and
     payment of all fees in connection with any permits required. All such
     work shall be subject to inspection by and the reasonable supervision of
     the Landlord, as an Additional Service, and shall be performed in
     accordance with any reasonable conditions or regulations imposed by the
     Landlord and completed in a good and workmanlike manner in accordance
     with the description of the work approved by the Landlord. The Landlord
     shall be entitled to supervise the work and charge the Tenant a
     supervision fee. The Landlord shall also be entitled to charge
     reasonable fees for examining plans respecting the proposed work. The
     Tenant shall be obligated to pay any reasonable consultant's fees
     incurred by the Landlord for review and approval of plans for
     construction of any nature after the Commencement Date as Additional
     Rent. The Tenant shall be entitled to install an internal stairwell
     between floors, subject to the Landlord's approval as contained herein
     and the required restoration of same to its original condition.

8.2  LIENS AND ENCUMBRANCES ON FIXTURES AND IMPROVEMENTS.  In connection with
     the making, erection, installation or alteration of Leasehold
     Improvements and all other work or installations made by or for the
     Tenant in the Leased Premises the Tenant shall comply with all the
     provisions of the Construction Lien Act (Ontario) and other statutes
     from time to time applicable thereto and shall promptly pay all accounts
     relating thereto. The Tenant will not create or cause to be created any
     mortgage, conditional sale agreement or other encumbrance in respect of
     its Leasehold Improvements or permit any such mortgage, conditional sale
     agreement or other encumbrance to attach to the Leased Premises or to
     the Building and Common Area Facilities. If and whenever any
     construction or other lien for work, labour, services or materials
     supplied to or for the Tenant for the cost of which the Tenant may be in
     any way liable or claims therefor shall arise or be filed or any such
     mortgage, conditional sales agreement or other encumbrance shall attach,
     the Tenant shall within ten (10) days after receipt of notice thereof
     procure the discharge thereof, including any certificate of action
     registered in respect of any lien, by payment or giving security or in
     such other manner as may be required or permitted by law failing which
     the Landlord may in addition to all other remedies hereunder avail
     itself of its remedy hereunder and may make any payments required to
     procure the discharge of any such liens or encumbrances and shall be
     entitled to be reimbursed by the Tenant as provided herein and its right
     to reimbursement shall not be affected or impaired if the Tenant shall
     then or subsequently establish or claim that any lien or encumbrance so
     discharged was without merit or excessive or subject to any abatement,
     set-off or defence.

8.3  REMOVAL OF FIXTURES AND IMPROVEMENTS.  All Leasehold Improvements in or
     upon the Leased Premises shall immediately upon the expiry of the Term
     or earlier termination of this Lease, be and become the Landlord's
     property without compensation therefor to the Tenant. Except to the
     extent otherwise expressly agreed by the Landlord in writing no
     Leasehold Improvements, trade fixtures,

<PAGE>
                                                                              13


     furniture or equipment shall be removed by the Tenant from the Leased
     Premises either during or at the expiration or earlier termination of
     the Term except that (1) the Tenant shall at the end of the Term remove
     its trade fixtures, (2) the Tenant shall remove its furniture and
     equipment at the end of the Term and may remove its furniture and
     equipment during the Term in the usual and normal course of its business
     where such furniture or equipment has become excess for the Tenant's
     purposes or the Tenant is substituting therefor new furniture and
     equipment. The Tenant shall, in the case of every removal either during
     or at the end of the Term, make good any damage caused to the Leased
     Premises by the installation and removal.

8.4  OCCUPATIONAL HEALTH AND SAFETY.  The Tenant covenants and agrees that it
     will ensure that a comprehensive and rigorous health and safety program
     to protect workers in the Leased Premises is implemented to ensure that
     no accidents or injuries occur in connection with the performance of any
     Tenant's work. The Tenant will indemnify the Landlord in respect of all
     claims, infractions, prosecutions, alleged infractions, losses, costs
     and expenses and any fines or proceedings relating to fines or other
     offenses under all occupational health and safety and any similar
     legislation that might be brought, or imposed against or suffered by the
     Landlord or any of its officers, directors and employees in connection
     with the performance of any Tenant's work. Without limiting the
     obligations set out above in this Section 8.4, the Tenant will do at
     least the following:

     (a)  ensure that all obligations imposed by statute, law or regulation
          on "constructors" or other persons completing or co-ordinating any
          Tenant's work are diligently and properly completed;

     (b)  co-operate with the Landlord in having any Tenant's work designated
          as a separate project so that the Landlord does not incur any
          obligations as a constructor or obligations similar to those of a
          constructor at law or by regulation imposed in connection with the
          performance of any Tenant's work;

     (c)  comply with all directions that the Landlord may give to the Tenant
          in connection with the performance of any Tenant's work having
          regard to construction health and safety requirements; and

     (d)  provide to the Landlord whatever rights of access, inspection, and
          whatever information, documents and other matters the Landlord
          requires in order to ensure that the Tenant's obligations under
          this Section are complied with.


ARTICLE 9.00 - INSURANCE AND LIABILITY

9.1  LANDLORD'S INSURANCE.  The Tenant will during the whole of the Term
     hereby granted as part of Operating Costs, pay its Proportionate Share
     of all premiums with respect to insurance to be placed by the Landlord
     and described in this Section 9.1. The Landlord agrees to maintain
     during the Term, insurance coverages as follows:

     (a)  Property of Every Description (Building and Equipment) against the
          perils of "ALL-RISKS", under form providing coverage at least
          equivalent to Commercial Building Broad Form I.A.O. Form No. 700
          including "BUILDING BY-LAWS ENDORSEMENTS", and to be insured for
          the Replacement Value, without allowance for depreciation and
          Stated Amount, and with no co-insurance requirement;

     (b)  "RENTAL INCOME" for the gross annual rental income on "ALL-RISKS"
          basis, as provided under Commercial Building Broad Form I.A.O. Form
          700 including "BUILDING BY-LAWS ENDORSEMENTS", providing coverage
          at least equivalent to I.A.O. Profits Form No. 551 with an eighteen
          (18) month indemnity period;

     (c)  Broad Form Boiler and Machinery Policy on a blanket and replacement
          basis with limits for each accident in an amount not less than the
          replacement cost of the Building containing the Leased Premises and
          which shall cover all boilers, pressure vessels, air conditioning
          equipment and miscellaneous electrical apparatus owned by the
          Landlord and which shall include PCB coverage. It shall also
          include "RENTAL INCOME" for the full gross annual income equivalent
          to I.A.O. Profits Form No. 551 with a

<PAGE>
                                                                              14


          eighteen (18) month indemnity period. This policy should also
          provide "BUILDING BY-LAWS ENDORSEMENTS";

     (d)  "GENERAL LIABILITY INSURANCE" on a Comprehensive Form and on an
          "occurrence" basis without deductible with retroactive coverage
          against claims for Personal and Bodily Injury and Death and/or
          Property Damage occurring upon or about the Leased Premises and for
          a limit no less than $5,000,000.00 inclusive for one occurrence; and

     (e)  such other insurance coverage or coverages as a prudent owner of a
          first class office building would obtain for protection respecting
          loss of, or damage to the Building, the Lands or the Leased
          Premises, or liability arising therefrom.

     All such insurance coverages shall be kept and maintained by the
     Landlord, and in no event shall the coverage be less than the amount
     required by any institution then holding a mortgage on the Building and
     Common Area Facilities. The Tenant shall pay to the Landlord, as part of
     Operating Costs, its Proportionate Share of the Landlord's Insurance.
     The Tenant shall not do or permit to be done any act or thing whereby
     insurance coverage, premiums or any of them hereinbefore contemplated,
     may be increased or cancelled by the insurer, or the Leased Premises
     shall be rendered uninsurable, and if by reason of any act done or
     permitted or omission, as the case may be, by the Tenant, the said
     insurance coverage, premiums or any of them shall be increased, then the
     Tenant, if it shall fail to rectify the event giving rise to the
     increased premium after written notice thereof from the Landlord, shall
     be liable to pay all of such increase in premium, with respect to the
     entire coverages, and this notwithstanding that the Tenant occupies only
     a portion of the Building covered by such insurance coverages, and if
     the Leased Premises shall be rendered uninsurable, or if the said
     insurance coverages, or any of them, shall be cancelled by reason of any
     act or omission as the case may be by the Tenant and shall not be
     susceptible of being replaced, after the Landlord's reasonable efforts
     under the circumstances to do so, then the Landlord, after giving the
     Tenant at least fourteen (14) days written notice within which to
     replace insurance coverage or coverages shall, at its absolute
     discretion, have the right to determine that the term hereof has expired
     and in such event the Tenant shall deliver up possession of the Leased
     Premises as if the Term of this Lease had expired.

     PROVIDED that no act required to be done by the Tenant nor any payment
     required to be made by the Tenant, including reimbursements of insurance
     premiums paid by the Landlord, shall relieve the Tenant from any
     liability for damage incurred by the Landlord as result of any act or
     omission of the Tenant.

     If any other tenant of the Building has his own insurance premiums
     increased by his insurers as a result of the use or occupation by the
     Tenant herein of the within Leased Premises, the Tenant covenants and
     agrees with the Landlord after written notice thereof, to pay the
     additional cost forthwith upon demand as Additional Rent.

     The Landlord's insurance policy shall contain a waiver of subrogation in
     favour of the Tenant or those for whom the Tenant is in law responsible.

9.2  AGENTS.  The Tenant acknowledges, covenants and agrees that every right,
     exemption from liability, defence and immunity of whatsoever nature
     applicable to the Landlord or to which the Landlord is entitled
     hereunder shall also be available and shall extend to protect every such
     agent of the Landlord acting (in the course of or in connection with his
     employment or otherwise) and for the purposes of all of the foregoing
     provisions of this clause, the Landlord is or shall be deemed to be
     acting as agent or trustee on behalf of and for the benefit of persons
     who are or might be his servants, employees or agents from time to time.

9.3  TENANT'S INSURANCE.  The Tenant covenants to insure and to keep insured
     during the whole of the Term, with an insurance company or companies in
     good standing and upon terms and conditions all satisfactory to the
     Landlord:

     (a)  "ALL-RISKS" insurance upon all property owned by the Tenant or for
          which it is legally liable or installed or affixed by or on behalf
          of the Tenant and which is located in the Building including,
          without limitation, furniture, fittings, installations,
          alterations, additions, partitions and fixtures or anything in the
          nature of a Leasehold Improvement made or installed by or on behalf
          of the Tenant in an amount equal to the full replacement cost

<PAGE>
                                                                              15


          thereof; if there is a dispute as to the amount which comprises
          full replacement cost the decision of the Landlord's Architect
          shall be conclusive;

     (b)  all parties hereto on a Comprehensive Form for bodily injury and
          property damage, general liability coverage arising out of the use,
          maintenance or repair of the Leased Premises and/or the business of
          the Tenant or any sub-tenant, licensees or occupiers of the Leased
          Premises; such insurance shall be for a limit of not less than
          $2,000,000.00 inclusive for any one occurrence, or such higher
          limits as the Landlord, acting reasonably, or any mortgagee
          requires from time to time, and shall contain a severability of
          interest clause, and a cross liability clause;

     (c)  glass coverage for the replacement of all glass broken, cracked or
          damaged in, on and about the Leased Premises or the Tenant may be a
          self-insurer in lieu of carrying such insurance; and

     (d)  any other form of insurance that the Landlord or any mortgagee may
          reasonably require, from time to time in form, amounts and for
          insurance risks acceptable to the Landlord and any mortgagee.

     The Tenant covenants and agrees to provide the Landlord with evidence of
     insurance as required under this provision. Such evidence shall be by
     way of a certified copy of the policy if available in timely fashion or
     failing which a certificate of insurance at such time or times as the
     Landlord may require. The Tenant agrees to provide same to the Landlord
     forthwith after notice has been given by the Landlord to the Tenant of
     its request. The Tenant's policy shall contain a waiver of subrogation
     in favour of the Landlord and those for whom the Landlord is in law
     responsible.

9.4  LIMITATION OF LANDLORD'S LIABILITY.  The Tenant agrees that:

     (a)  except if caused by the negligence of the Landlord or those for
          whom the Landlord is in law responsible, the Landlord shall not be
          liable for any bodily injury or death of, or loss or damage to any
          property belonging to the Tenant or its employees, invitees, or
          licensees or any other person in, on or about the Building and
          Common Area Facilities howsoever occurring and in no event shall
          the Landlord be liable for:

          (i)   any damage which is caused by steam, water, rain or snow which
                may leak into, issue or flow from any part of the Building or
                Common Area Facilities or from the pipes or plumbing works
                thereof or from any other place or quarter or for any damage
                caused by or attributable to the condition or arrangement of
                any electric or other wiring or for any damage caused by
                anything done or omitted by any other tenant;

          (ii)  any act or omission (including theft, malfeasance or
                negligence) on the part of any agent, contractor or person
                from time to time employed by it to perform janitor services,
                security services, maintenance, supervision or any other work
                in or about the Leased Premises or the Building or Common
                Area Facilities; and

          (iii) loss or damage, however caused, to money, securities,
                negotiable instruments, papers or other valuables of the
                Tenant; and

     (b)  the Landlord shall have no responsibility or liability for the
          failure to supply interior climate control or elevator service when
          prevented from doing so by strikes, the necessity of repairs, any
          order or regulation of any body have jurisdiction, the failure of
          the supply of any utility required for the operation thereof or any
          other cause beyond the Landlord's reasonable control, and shall not
          be held responsible for any bodily injury, death or damage to
          property arising from the use of, or any happening in or about, any
          elevator.

9.5  INDEMNITY OF LANDLORD.  The Tenant agrees to indemnify and save harmless
     the Landlord in respect of all claims for bodily injury or death,
     property damage or other loss or damage arising from the conduct of any
     work by or any act or omission of the Tenant or any assignee, subtenant,
     agent, employee, contractor, invitee or licensee of the Tenant, and in
     respect of all costs, expenses and liabilities incurred by the Landlord
     in connection with or arising out of all such claims, including the
     expenses of any action or proceeding pertaining thereto, and in respect
     of any loss, cost, expense or damage suffered or incurred by the

<PAGE>
                                                                              16


     Landlord arising from any breach by the Tenant of any of its covenants
     and obligations under this Lease.


ARTICLE 10.00 - SUBORDINATION, ATTORNMENT AND CERTIFICATES

10.1 SUBORDINATION AND ATTORNMENT.  The Tenant agrees that this Lease and all
     the rights of the Tenant hereunder are subject and subordinate to all
     mortgages now or hereafter existing (including deeds of trust and all
     instruments supplemental thereto) which may now or hereafter affect the
     Building or Common Area Facilities and to all renewals, modifications,
     consolidations, replacements and extensions thereof, provided that the
     Tenant whenever requested by any mortgagee (including any trustee under
     a deed of trust and mortgage) shall attorn to such mortgagee as the
     Tenant upon all the terms of this Lease. Subject to the foregoing, the
     Tenant agrees to execute promptly whenever requested by the Landlord or
     by such mortgagee such instrument of subordination or attornment, as the
     case may be, as may be required of it. The Landlord will make reasonable
     efforts to obtain a non-disturbance agreement from any lenders on their
     standard terms or other parties registering interests on title ahead of
     the Tenant and shall permit the Tenant to register a Notice of Lease on
     title, in a form acceptable to the Landlord and provided it does not
     disclose any financial terms of the Lease.

10.2 CERTIFICATES.  The Tenant shall promptly whenever requested by the
     Landlord from time to time execute and deliver to the Landlord (and if
     required by the Landlord, to any mortgagee
     [including any trustee under a deed of trust and mortgage] designated by
     the Landlord) a certificate in writing as to the then status of this
     Lease, including as to whether it is in full force and effect, is
     modified or unmodified, confirming the rent payable hereunder and the
     state of the accounts between the Landlord and Tenant, the existence or
     non-existence of defaults, and any other matters pertaining to this
     Lease as to which the Landlord shall request a certificate.


ARTICLE 11.00 - EVENTS OF DEFAULT AND REMEDIES

11.1 EVENTS OF DEFAULT AND REMEDIES.  In the event of the happening of any
     one of the following events (hereinafter referred to as a "DEFAULT"):

     (a)  the Tenant shall have failed to pay an instalment of Base Rental or
          of Additional Rent or any other amount payable hereunder within 5
          days following when due. No notice shall be required in the event
          of a monetary Default;

     (b)  there shall be a default of or with any condition, covenant,
          agreement or other obligation on the part of the Tenant to be kept,
          observed or performed hereunder (other than the obligation to pay
          Base Rental, Additional Rent or any other amount of money) and such
          Default shall be continuing for a period of more than fifteen (15)
          days after written notice by the Landlord to the Tenant specifying
          the Default and requiring that it discontinue;

     (c)  if any policy of insurance upon the Building or any part thereof
          from time to time affected by the Landlord shall be cancelled or
          about to be cancelled by the insurer by reason of the use or
          occupation of the Leased Premises by the Tenant or any assignee,
          sub-tenant or licensee of the Tenant or anyone permitted by the
          Tenant to be upon the Leased Premises and the Tenant, after receipt
          of notice in writing from the Landlord, shall have failed to take
          such immediate steps in respect of such use or occupation as shall
          enable the Landlord to reinstate or avoid cancellation (as the case
          may be) of such policy of insurance;

     (d)  the Leased Premises shall, without the prior written consent of the
          Landlord, be used by any other persons than the Tenant or its
          permitted assigns or sub-tenants or for any purpose other than that
          for which they were leased or occupied or by any persons whose
          occupancy is prohibited by this Lease;

     (e)  the Leased Premises shall be vacated or abandoned, or remain
          unoccupied, without the prior written consent of the Landlord for
          fourteen (14) consecutive days or more while capable of being
          occupied;

     (f)  the balance of the Term of this Lease or any of the goods and
          chattels of

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                                                                            17


          the Tenant located in the Leased Premises, shall at any time be
          seized in execution or attachment; or

     (g)  the Tenant shall make any assignment for the benefit of creditors
          or become bankrupt or insolvent or take the benefit of any statute
          for bankrupt or insolvent debtors or, if a corporation, shall take
          any steps or suffer any order to be made for its winding-up or
          other termination of its corporate existence; or a trustee,
          receiver or receiver-manager or agent or other like person shall be
          appointed of any of the assets of the Tenant;

     the Landlord shall have the following rights and remedies all of which
     are cumulative and not alternative and not to the exclusion of any other
     or additional rights and remedies in law or equity available to the
     Landlord by statute or otherwise:

     (a)  to remedy or attempt to remedy any Default of the Tenant, and in so
          doing to make any payments due or alleged to be due by the Tenant
          to third parties and to enter upon the Leased Premises to do any
          work or other things therein, and in such event all reasonable
          expenses of the Landlord in remedying or attempting to remedy such
          Default shall be payable by the Tenant to the Landlord on demand;

     (b)  with respect to unpaid overdue Rent, to the payment by the Tenant
          of the Rent and of interest (which said interest shall be deemed
          included herein in the term "RENT") thereon at a rate equal to
          three percent (3%) above the prime commercial loan rate charged to
          borrowers having the highest credit rating from time to time by the
          Landlord's principal bank from the date upon which the same was due
          until actual payment thereof and the maximum amount allowed under
          the laws of the jurisdiction in which the Building is located;

     (c)  to terminate this Lease forthwith by leaving upon the Leased
          Premises or by affixing to an entrance door to the Leased Premises
          notice terminating the Lease and to immediately thereafter cease to
          furnish any services hereunder and enter into and upon the Leased
          Premises or any part thereof in the name of the whole and the same
          to have again, repossess and enjoy as of its former estate,
          anything in this Lease contained to the contrary notwithstanding;
          and

     (d)  to enter the Leased Premises as agent of the Tenant and as such
          agent to re-let them and to receive the rent therefor and as the
          agent of the Tenant to take possession of any furniture or other
          property thereon and upon giving ten (10) days' written notice to
          the Tenant to store the same at the expense and risk of the Tenant
          or to sell or otherwise dispose of the same at public or private
          sale without further notice and to apply the proceeds thereof and
          any rent derived from re-letting the Leased Premises upon the
          account of the Rent due and to become due under this Lease and the
          Tenant shall be liable to the Landlord for the deficiency if any.

11.2 PAYMENT OF RENT, ETC. ON TERMINATION.

     (a)  Upon the giving by the Landlord of a notice in writing terminating
          this Lease under sub-paragraph 11.1 (iii) of this paragraph, this
          Lease and the term shall terminate, Rent and any other payments for
          which the Tenant is liable under this Lease shall be computed,
          apportioned and paid in full to the date of such termination
          forthwith, and there shall immediately become due and payable
          forthwith in one lump sum, the next immediately ensuing three (3)
          months' Rent (calculated as if full Base Rental and Additional Rent
          are owing and not giving credit for any scheduled free Rent
          period). Upon termination of this Lease and the Term, the Tenant
          shall immediately deliver up possession of the Leased Premises to
          the Landlord, without compensation to the Tenant, and the Landlord
          may forthwith re-enter and take possession of them.

     (b)  The Tenant shall pay to the Landlord on demand all costs and
          expenses, including lawyers' fees and disbursements incurred by the
          Landlord in enforcing any of the obligations of the Tenant under
          this Lease.

     (c)  The Tenant shall pay to the Landlord, for any monetary Default,
          interest at a fixed rate per annum equal to the most favourable
          rate which the Landlord's principal bank will lend money on prime
          loans to commercial customers at the date when interest commences
          to run plus three percent

<PAGE>
                                                                            18


          (3%) per annum. Such interest shall run from the due date of such
          sum without the necessity of a demand until payment and shall be
          compounded semi-annually.

11.3 RENUNCIATION.  The Tenant waives and renounces the benefit of any
     present or future statute taking away or limiting the Landlord's right
     of distress.


ARTICLE 12.00 - MISCELLANEOUS

12.1 REGISTRATION.  The Tenant agrees with the Landlord not to register this
     Lease, but nevertheless if the Tenant desires to register a notice of
     this Lease, the Landlord agrees to execute a notice or acknowledgement,
     if required, sufficient for the purpose in such form as the Landlord and
     Tenant mutually approve provided in no event shall rental rates of this
     Lease be shown.

12.2 NOTICE.  Any notice required or contemplated by any provision of this
     Lease shall be given in writing, and if to the Landlord, either
     delivered to an executive officer of the Landlord or by facsimile
     transmission or mailed by prepaid registered mail addressed to the
     Landlord at 3650 Victoria Park Avenue, Suite #500, North York (Toronto),
     Ontario, M2H 3P7, and if to the Tenant, either delivered to the Tenant
     (or to an officer of the Tenant if the Tenant is a firm or corporation)
     or by facsimile transmission or mailed by prepaid registered mail
     addressed to the Tenant at the Leased Premises. Every such notice shall
     be deemed to have been given when delivered or, if mailed as aforesaid
     in Canada, upon the day when it was mailed. The Landlord may from time
     to time by notice in writing to the Tenant designate another address in
     Canada as the address to which notices are to be mailed to it.

12.3 EXTRANEOUS AGREEMENTS.  The Tenant acknowledges that there are no
     covenants, representations, warranties, agreements or conditions
     expressed or implied relating to this Lease or the Leased Premises save
     as expressly set out in this Lease and in any agreement to Lease in
     writing between the Landlord and the Tenant pursuant to which this Lease
     has been executed. This Lease may not be modified except by an agreement
     in writing executed by the Landlord and the Tenant.

12.4 CONSTRUCTION.  All of the provisions of this Lease are to be construed
     as covenants and agreements. If any provision of this Lease is illegal
     or unenforceable it shall be considered separate and severable from the
     remaining provisions of this Lease, which shall remain in force and be
     binding as though the said provision had never been included. The
     headings and marginal sub-headings of clauses and sub-clauses are for
     convenience of reference and are not intended to limit, enlarge or
     otherwise affect their meanings.

12.5 NON-WAIVER.  No condoning, excusing or overlooking by the Landlord of
     any default, breach or non-observance by the Tenant at any time or times
     in respect of any covenant, agreement, proviso or condition herein
     contained shall operate as a waiver of the Landlord's rights hereunder
     in respect of any continuing or subsequent default, breach or
     non-observance or so as to defeat or affect in any way the rights of the
     Landlord in respect of any such continuing or subsequent default or
     breach and no waiver shall be inferred or implied by anything done or
     omitted by the Landlord save only express waiver in writing.

12.6 ACCORD AND SATISFACTION.  No payment by the Tenant or receipt by the
     Landlord of a lesser amount than the Base Rental and Additional Rent
     from time to time due shall be deemed to be other than on account of the
     earliest stipulated Base Rental and Additional Rent due, nor shall any
     endorsement or statement on any cheque or any letter accompanying any
     cheque or payment of Base Rental or Additional Rent be deemed an accord
     and satisfaction, and the Landlord may accept such cheque or payment
     without prejudice to the Landlord's right to recover the balance of such
     Base Rental or Additional Rent or pursue any other remedy provided in
     this Lease.

12.7 GOVERNING LAW.  This Lease shall be governed by and construed in
     accordance with the laws of the Province of Ontario.

12.8 TIME OF THE ESSENCE.  Time shall be of the essence of this Lease and
     every part hereof.

12.9 NO PARTNERSHIP.  Nothing contained herein shall be deemed or construed
     by the parties hereto, nor any third party, as creating the relationship
     of principal and agent, or a partnership, or a joint venture between the
     parties hereto, it being

<PAGE>
                                                                            19


      understood and agreed that none of the provisions contained herein nor
      any acts of the parties hereto shall be deemed to create any
      relationship between the parties hereto other than the relationship of
      Landlord and Tenant.

12.10 FORCE MAJEURE.  Except as herein otherwise expressly provided, if and
      whenever and to the extent that the Landlord shall be prevented delayed
      or restricted in the fulfilment of any obligations hereunder in respect
      of the supply or provision of any service or utility, the making of any
      repair, the doing of any work or any other thing by reason of strikes
      or work stoppages or being unable to obtain any material, service,
      utility or labour required to fulfil such obligation or by reason of
      any statute, law or regulation of or inability to obtain any permission
      from any governmental authority having lawful jurisdiction preventing,
      delaying or restricting such fulfilment, or by reason of other
      unavoidable occurrence, the time for fulfilment of such obligation
      shall be extended during the period in which such circumstance operates
      to prevent, delay or restrict the fulfilment thereof and the Tenant
      shall not be entitled to compensation for any inconvenience, nuisance
      or discomfort thereby occasioned.

12.11 CONTRA PROFERENTEM.  - DELETED INTENTIONALLY

12.12 PLANNING ACT.  This Lease is expressly conditional upon compliance with
      the land division provisions of the Planning Act R.S.O. 1990 (as it may
      be amended from time to time), if applicable.

12.13 ACCESS.  The Tenant, its employees, invitees and customers and persons
      connected with the Tenant (subject and except as in this Lease
      provided) shall have the right in common with others entitled thereto
      from time to time to use the parking areas, driveways, walkways, lawns,
      ramps (if any) and other Common Areas in and about the Building from
      time to time. The Tenant shall not unreasonably block or in any manner
      hinder the Landlord, other tenants or other persons claiming through or
      under them or any of them who may be authorized by the Landlord to
      utilize the Common Areas from so doing. The Landlord may, acting
      reasonably, from time to time permit the Tenant to have the exclusive
      use of portions of the parking area which forms part of the Common
      Areas and to permit other tenants or other persons to have exclusive
      use of portions thereof.

12.14 TRANSFERS BY THE LANDLORD.  The Landlord at any time and from time to
      time may sell, transfer, lease, assign or otherwise dispose of the
      whole or any part of its interest in the Leased Premises or in the
      Building and lands of which the Leased Premises form a part, at any
      time and from time to time, may enter into any mortgage of the whole or
      any of its interest in the Building and Lands or in the Leased
      Premises. If the party acquiring such interest shall have agreed to
      assume and so long as it holds such interest, to perform each of the
      covenants, obligations and agreements of the Landlord under this Lease
      in the same manner and to the same extent as if originally named as the
      Landlord in this Lease, the Landlord shall, thereupon be released from
      all of its covenants and obligations under this Lease.
      The Landlord may assign its rights under this Lease to a lending
      institution as collateral security for a loan. If such assignment is
      made and executed by the Landlord and notification thereof is given to
      the Tenant by or on behalf of the Landlord this Lease shall not be
      cancelled or modified for any reason whatsoever except as provided for
      by the terms hereof or by law without the consent in writing of such
      lending institution and the Tenant herein.

12.15 OCCUPANCY PERMIT.  - DELETED INTENTIONALLY

12.16 LEASED PREMISES.  - DELETED INTENTIONALLY

12.17 SUCCESSORS AND ASSIGNS.  This Lease and everything herein contained
      shall enure to the benefit of and be binding upon the successors and
      assigns of the Landlord and the permitted successors and assigns of the
      Tenant. References to the Tenant shall be read with such changes in
      gender as may be appropriate, depending upon whether the Tenant is a
      male or a female person or a firm or corporation, and if the Tenant is
      more than one person or entity, the covenants of the Tenants shall be
      deemed joint and several. All obligations of the Tenant or the Landlord
      under this Lease shall be deemed to be covenants whether or not
      expressed as same. No rights of the Tenant in this Lease shall be
      deemed to be personal, but shall accrue to the benefit of the Tenant's
      successors, permitted subtenants and assigns.

12.18 AREA DETERMINATION.  Subject to Clause 13.9 herein, in the event that
      any calculation or determination by the Landlord of the Rentable Area
      of any premises (including the Leased Premises) or the Building is
      disputed or called

<PAGE>
                                                                            20


      into question by the Tenant, it shall be calculated or determined by
      the Landlord's architect from time to time appointed for the purpose,
      whose certificate shall be conclusive and the cost of such certificate
      shall be borne by the Tenant.


ARTICLE 13.00 - OTHER PROVISIONS

13.1  COMMON AREAS.  The Tenant acknowledges that the Common Area Facilities
      are at all times subject to the exclusive control and operation of the
      Landlord, and the Landlord shall have the right to construct
      improvements, alterations and additions thereto and to relocate the
      various facilities thereon.

13.2  PARKING.  The Tenant further acknowledges that the parking facilities
      in the Common Area Facilities are on a non-exclusive "first come",
      "first serve basis" and may be altered or diminished during the Term or
      extension thereof and the manner in which access is permitted may be
      altered. The Landlord will provide one hundred and forty (140)
      unreserved parking spaces in the Building parking area throughout the
      Term at no cost to the Tenant. In the event that Tenant expands at any
      time during the Term and any extension thereof, the Landlord will
      provide additional parking spaces in accordance with the parking ratio
      of 4 parking spaces for every additional 1,000 square feet leased at no
      cost to the Tenant.

13.3  WINDOW COVERINGS.  The Tenant acknowledges that as at the date of this
      Lease the Landlord does not intend to require the Tenant to install and
      maintain window coverings. Provided however, that the Landlord shall
      have the right at any future time to prescribe a uniform pattern for
      window coverings to be utilized in the Leased Premises. In the event
      the Landlord so prescribes same, the Tenant shall permit the Landlord
      to install window coverings at the cost of the Tenant which cost or the
      current portion thereof shall form part of Operating Costs. Until such
      time, no window coverings may be installed or utilized by the Tenant
      without the written consent of the Landlord, which consent may be
      unreasonably or arbitrarily withheld.

13.4  EXTENSION.  Provided it is mutually agreed and understood that if the
      Tenant duly and regularly pays the Base Rental and Additional Rent and
      performs all of the provisos and agreements contained herein on the
      part of the Tenant to be performed, and provided further that the
      Tenant is not and has not been in material default under the terms of
      this Lease and is not in default at the time of the exercise of the
      option herein, then the Landlord shall, at the expiration of the Term
      hereof, upon written request of the Tenant, grant to the Tenant an
      extension of this Lease for a further period of five (5) years upon the
      same terms and conditions as contained herein, save as to the Base
      Rental rate, Landlord's Work, leasehold improvement allowance, and save
      as to any further right of extension. Provided always that the Tenant
      shall have given to the Landlord not less than nine (9) months and not
      more than twelve (12) months notice in writing before the expiration of
      the Term of its desire to have such extension. The Base Rental rate for
      the extension term shall be at the then fair market rate for renewing
      or extending tenants, all economic inducement factors considered for
      comparable premises in comparable buildings in a comparable area and as
      mutually agreed between the Landlord and the Tenant. In the event that
      the Landlord and the Tenant are unable to agree upon the Base Rental
      rate for the extension term by 120 days prior to the maturity date, the
      matter shall be submitted to arbitration by notice given by either
      party to the other. Upon such notice being given, the dispute shall be
      determined by the award of 3 arbitrators, or by a majority of them, one
      to be named by the Landlord and one by the Tenant within 30 days of the
      giving of such notice, and the 3rd to be selected by these 2
      arbitrators within 7 days after both have been nominated. If either the
      Landlord or the Tenant shall neglect or refuse to name its arbitrator
      in the time specified or to proceed with the arbitration, the
      arbitrator named by the other party shall proceed with the arbitration,
      and the award of such arbitrator shall be final and binding upon the
      Landlord and the Tenant. The Arbitrators shall have all the power given
      by the Arbitration Act of Ontario and may at any time proceed in such
      manner as they see fit on such notice as they deem reasonable in the
      absence of either party, if such party fails to attend. Each party
      shall pay its own costs and shall share equally the costs of
      arbitration. The award and determination of the arbitrators shall be
      final and binding upon both parties hereto and each party agrees not to
      appeal any such award or determination.

      If the award of the arbitrators is not given before the commencement
      date of the extension term, then the Tenant shall commence paying rent
      at the market rate as determined by the Landlord together with
      Additional Rent, which shall be

<PAGE>
                                                                            21


      adjusted forthwith after the award of the arbitrators has become final
      and binding, to be calculated from the commencement date of the
      extension term.

      Interest at the rate set out herein shall be calculated monthly on the
      difference between the Base Rental paid by the Tenant and the actual
      amount awarded by the arbitrators and shall be paid forthwith upon
      demand when the arbitrators' decision has been made.

      The extension of lease form shall be prepared by the Landlord at the
      Tenant's cost and the Tenant covenants and agrees to pay to the
      Landlord said costs forthwith upon demand.

13.5  ZONING.

      The Landlord covenants that the use set out in this Lease complies with
      all applicable zoning and building by-laws.

13.6  TELECOMMUNICATIONS.

      The Landlord warrants that the Building will be equipped with fibre
      optic cabling accessible by the Tenant. The Tenant shall be permitted
      to connect to the said services, at its own cost insofar that all
      connector work, including but not limited to labour and materials, will
      be at the Tenant's sole cost and expense. The Building will be
      constructed to provide sufficient reasonable capacity to handle future
      wiring and cabling requirements. The Tenant shall obtain
      telecommunication services directly from the local service providers.

13.7  SATELLITE DISH.

      Concurrently with the Term hereof, the Landlord grants to the Tenant a
      licence to use a portion of the area located on the roof of the
      Building at such location and in such dimension as may be agreed to by
      the Landlord and the Tenant, acting reasonably, for the Tenant to
      install, operate and maintain one (1) satellite dish for the purpose of
      conducting its business only (no third party revenue generating
      services shall be permitted through this satellite dish) and in
      accordance with all applicable Federal, Provincial and local by-laws,
      codes and regulations. Satellite dish means the original satellite
      receiving equipment, and any subsequent replacements only installed by
      the Tenant on the roof of the Building pursuant to this licence.

      The Tenant will:

      (a)  be responsible for all costs and expenses relating to the
           installation and maintenance of the satellite dish, and any
           replacements with the Landlord's prior approval;

      (b)  ensure that the design, construction, installation and operation
           of the satellite dish conforms to all applicable Federal,
           Provincial and local by-laws, codes and regulations;

      (c)  at all times maintain insurance coverage in connection with the
           satellite dish as part of the general policies of insurance placed
           in accordance with the provisions in this Lease relating to
           insurance and as may reasonably required by the Landlord;

      (d)  repair and maintain the satellite dish roof and associated areas
           in accordance with the same terms and conditions applicable to
           repair by the Tenant of its Tenant Improvements located within its
           Leased Premises;

      (e)  not assign or sublet or share such satellite dish with any other
           tenants or third party;

      (f)  execute the Landlord's standard form of Licence Agreement for the
           license of the satellite dish prior to the commencement of
           construction of and installation of the satellite dish;

      (g)  there will be no license fee or other charges associated with the
           grant of this license in favour of the Tenant. At the expiry or
           earlier termination of the Lease, the Tenant will remove the
           satellite dish and repair damage caused by such removal and ensure
           the roof is in a first class condition in the area of the
           satellite dish.

<PAGE>
                                                                            22


13.8  NO RELOCATION.

      The Landlord shall not be permitted to relocate the Tenant, either in
      whole or in part, to other premises within the Building throughout the
      term or any extension thereof.

13.9  MEASUREMENT.

      The Rentable Area of the Leased Premises shall be verified and/or
      adjusted within sixty (60) days after the Commencement Date by the
      Landlord in accordance with current BOMA standards and the Basic Rental
      and the Additional Rental shall be subject to adjustment based on the
      actual Rentable Area of the Leased Premises as determined by the
      Landlord's architect in accordance with current BOMA standards. The
      Landlord shall provide the Tenant with an Architect's Certificate
      confirming the Rentable Area of the Leased Premises as well as the
      Rentable Area of the Building. Such measurement as aforesaid shall be
      conclusive.

13.10 FIRST RIGHT OF OFFER.

      The Tenant shall have the first right of offer concerning any remaining
      vacant space on the 3rd floor of the Building for which the Landlord
      receives an offer to lease from a third party at any time and from time
      to time following the execution of this Lease by both parties and
      throughout the Term to be exercised by written notice by the Tenant to
      the Landlord within five (5) business days following receipt of written
      notice from the Landlord to the Tenant. The terms and conditions shall
      be at fair market and as may be mutually negotiated between the parties
      within such five (5) business days of notification, both parties acting
      reasonably. Should the Tenant fail to notify the Landlord or finalize
      the lease within the prescribed time period then the Landlord will be
      free to lease the premises to the third party. Should the Landlord fail
      to lease the premises to the third party then the provisions of this
      clause will apply again. During the Term, the Landlord will promptly
      notify the Tenant in writing when vacant space becomes available on the
      3rd floor. Notwithstanding the foregoing it is agreed and understood
      that in the event the Tenant exercises its right pursuant to Section
      13.11 herein to lease the balance of the 3rd floor of the Building
      evidenced by an unconditional agreement executed by the Landlord and
      the Tenant, then it is agreed that the right of first offer provided
      for in this Section 13.10 shall automatically apply to the first floor
      of the Building. Until such time as the Landlord and the Tenant have
      entered into a signed agreement with respect to the balance of the 3rd
      floor of the Building, the Landlord shall be free to lease the first
      floor of the Building without notice to the Tenant.

13.11 EXPANSION PREMISES.

      The Tenant shall have the right, with notification to the Landlord in
      writing by not later than three (3) months prior to the Commencement
      Date, provided the Lease has been executed by both parties, to increase
      the area of the Leased Premises from 35,000 square feet of Rentable
      Area to a maximum of 50,000 rentable square feet but not less than
      40,000 rentable square feet (the "Expansion Premises"). The Expansion
      Premises shall be situated on the third floor of the Building. All
      terms and conditions of this Lease will apply including Basic Rental
      and the Turnkey Leasehold Improvement Package, MUTATIS MUTANDIS, in the
      Landlord's standard form of addendum to be executed within five (5)
      business days of its receipt of same from the Landlord. If the Tenant
      fails to exercise this option and/or fails to execute the Addendum to
      Lease within said five (5) business days, then this option shall be
      null and void. If at any time prior to the expiry of the Expansion
      option period the Landlord receives one or more offers by other tenants
      acceptable to the Landlord totalling 60,000 square feet or more then
      the Landlord shall notify the Tenant and the Tenant shall have five (5)
      business days from the date of notice to exercise said Expansion
      option, failing which this option shall be considered null and void and
      the Landlord shall be free to lease said space to a third party tenant
      or tenants.

13.12 TURNKEY LEASEHOLD IMPROVEMENT PACKAGE.

      The Landlord shall provide a Turnkey Leasehold Improvement Package to a
      maximum of $25.00 per rentable square foot of the Leased Premises (plus
      7% G.S.T.), the final price will be adjusted according to the final
      square footage determined by the final space plan. The Turnkey
      Leasehold Improvement Package will be based on the plans and
      specifications to be provided to the

<PAGE>
                                                                            23


      Landlord by the Tenant (the "Specifications"), at the Tenant's sole
      cost, no later than May 1, 2000. The Landlord agrees to substantially
      complete the Turnkey Leasehold Improvement Package no later than the
      Commencement Date, subject only to force majeure and any delay
      occasioned directly or indirectly by the Tenant and may be viewed by
      the Tenant. All costs and contracts associated with said work will be
      completed on an open book basis at the Landlord's cost plus a 8%
      management fee for contractors selected by the Tenant that are not
      being used by the Landlord and an 8% management fee for contractors
      selected by the Tenant that are being used by the Landlord and the
      Tenant shall have the right to require the Landlord to tender said work
      to a minimum of three contractors with the intent of getting the best
      value for the Tenant. If the Turnkey Leasehold Improvement cost exceeds
      $25.00 per rentable square foot then such cost in excess of $25.00 per
      square foot shall be paid by the Tenant. In the event the Turnkey
      Leasehold Improvement cost exceeds $25.00 per rentable square foot, if
      the Tenant so elects then the Landlord will provide up to an additional
      $5.00 per rentable square foot, with the Tenant reimbursing the
      Landlord for this additional amount over the first five (5) years of
      the Term as Basic Rental, amortized at 10% interest per year.

13.13 SPACE PLANNING AND DESIGN SERVICES.

      The Tenant may select its own space planner to design the Leased
      Premises. The Tenant shall assume the responsibilities of retaining
      such space planner in the completion of its duties and
      responsibilities, and the compensation for such space planning service
      shall be at the Tenant's expense which may be deducted from the Turnkey
      Leasehold Improvement Package as detailed in Clause 13.12 herein, save
      and except for the initial feasibility plan (the "Feasibility Plan")
      plus one (1) revision which shall be paid for by the Landlord up to
      .06(cent) per rentable square foot.

13.14 RESTORATION OF PREMISES.

      Notwithstanding anything herein contained to the contrary, the Tenant
      will not be obligated to remove any leasehold improvements installed by
      or on behalf of the Tenant within the Leased Premises at the end of the
      Term or any extension term other than specialized areas (i.e.: computer
      rooms, internal staircases, non-standard office sizes, etc.) which the
      Landlord will require restoration of at the expiry or earlier
      termination of the Lease, provided the Landlord notifies the Tenant of
      such restoration requirement in writing at the plan approval stage. The
      Tenant shall remove its chattels and/or trade fixtures and repair any
      damage caused by said removal.

13.15 FOOD SERVICE.

      Throughout the Term and any extension thereof, the Tenant shall be
      permitted to have vending machines installed within the Leased Premises
      for use by the Tenant and its employees and if it elects to do so, the
      Tenant may, subject to the prior written approval of the Landlord which
      shall not be unreasonably withheld, hire an independent food service
      contractor to operate within the Leased Premises to facilitate the
      needs of the Tenant and its employees.

13.16 LEASE TERMINATION.

      Notwithstanding anything herein contained to the contrary, the Tenant
      shall have the right to terminate this Lease at the end of the 5th year
      of the Term or at the end of the 7th year of the Term (which for the
      purposes hereof, in either case, shall be known as (the "Early
      Termination Date") by providing written notice of its intention to do
      so six (6) months prior to the Early Termination Date and paying a lump
      sum penalty on the notice date as follows:

      (a)  Termination Option 1 (six months prior to the fifth anniversary)
           total $903,000.00 plus G.S.T.; or

      (b)  Termination Option 2 (six months prior to the seventh anniversary)
           total $672,000.00 plus G.S.T.

           The above Termination Options are based on 35,000 square foot
           rentable area. Any additional rentable area shall increase the
           penalty accordingly.

13.17 ACCESS.

<PAGE>
                                                                            24


      Notwithstanding anything herein contained to the contrary, it is
      understood and agreed that the Tenant, its employees and invitees,
      shall have the right to access twenty-four (24) hours a day, seven (7)
      days a week, throughout the Term and any extension thereof to the
      Leased Premises and to use the Common Areas of the Building for its
      intended purposes in common with others entitled thereto. The foregoing
      access to the Leased Premises shall include continuous supply (except
      in the case of an emergency and schedule maintenance) by the Landlord
      of electric power, hot and cold running water in the Leased Premises,
      heat (where necessary), air conditioning (where necessary), lights
      within the Leased Premises and elevator services to the Leased
      Premises, at no extra cost to the Tenant throughout the Term and any
      extension thereof, other than after 7:00 p.m. Monday to Friday HVAC
      which shall be charged at the rate of $25.00 per hour per floor and
      payable in the same manner as Additional Rent.

13.18 REPRESENTATIONS AND WARRANTIES.

      The Landlord represents and warrants that:

      (a)  the Building shall comply with all of the base building
           specifications as detailed in Schedule "D" attached;

      (b)  it shall use reasonable efforts to ensure that the Building shall
           be designed and insulated such that the noise level generated by
           Highway 404 does not materially affect the day-to-day operation of
           the Tenant's business within the Leased Premises throughout the
           Term and any extension thereof;

      (c)  the Landlord shall use reasonable efforts in conjunction with the
           local municipal authorities to resolve the current traffic backlog
           that occurs as a result of commuters travelling westbound on 16th
           Avenue attempting to make a left turn onto Mural Street;

      (d)  it will attempt to obtain permission through a formal application
           with notice to the Tenant from the municipal, regional and
           provincial authorities for and exit and entrance from the parking
           area that will allow tenants and/or visitors the option of
           directly accessing 16th Avenue from the site;

      (e)  the Building ventilation system shall be equipped with the same
           type of air filtration system designed to minimize the level of
           exhaust fumes generated from Highway 404 from being circulated
           throughout the Leased Premises as well as the Building;

      (f)  the quality of finishes used in the Building lobby and Common
           Areas throughout the Building shall be of a similar quality to
           that at 1595 16th Avenue that would be used in an "A" Class
           building;

      (g)  the quality of finishes used for the exterior of the Building
           shall be such that the image of the Building shall be comparable
           to that of an "A" class office building, similar to 1595 16th
           Avenue; and

      (h)  the landscaped area surrounding the Building shall include a
           designated area for tenants of the Building to eat lunch (i.e.,
           picnic tables), bicycle racks, etc.

13.19 LANDLORD'S WORK.

      The Landlord shall complete the following base building work at the
      Landlord's cost in conjunction with the Turnkey Leasehold Improvement
      Package:

      Floors shall be smooth, level to the standard of a first-class office
      building and ready to receive floor coverings;

      Full height, insulated demising walls where applicable constructed to
      applicable building code, sanded and ready for Tenant finishes;

      Firestopping and fireproofing at all locations required by code;

      Perimeter and core walls and columns shall be sanded and primed, and
      painted in Tenant's choice of colour;

      Building standard window treatments;

      Building standard acoustic tile on suspended T-Bar system to an open
      area concept;

<PAGE>
                                                                            25


      Fluorescent light fixtures to an open area concept. A single pole
      switch shall be provided at the main entrance to the premises on each
      floor controlling the Tenant's building standard lighting for that
      floor;

      The Leased Premises shall be completely sprinklered in accordance with
      standards of the fire department of the City of Richmond Hill for open
      office space with fully downturned sprinkler heads. System distribution
      will be adjusted at the time of installation to accommodate Tenant's
      plans, thus avoiding further costs to adjust systems at the time of
      Tenant's leasehold improvements;

      Building security system to be installed that will allow the Tenant 24
      hour, 7 days a week access via a card-access system at all entrance
      doors and in all elevators. The Tenant at its cost shall be allowed the
      ability to control and codify its employee's access cards.

      Provide HVAC equipment to meet building standard requirements - base
      building VVT system installed to open area plan;

      Male and female washroom, including handicap facilities in the core (in
      accordance with code);

      Supply power sufficient for building standard requirements plus base
      building systems and separate electrical panel in sound insulated
      electrical room per floor;

      Provide all elevator lobbies as per building standard for multi-tenant
      floors;

      It is understood that ceiling, lighting, window, sprinkler, HVAC work
      will be completed after Tenant plans and specifications have been
      finalized in order to minimize Tenant's construction expenses.

      The Building shall be equipped with coloured CCTV security cameras at
      all entrance/exits to the Tenant's suite as part of the Turnkey
      Leasehold Improvement Package.

13.20 PROVISO TO SIGNAGE.

      (a)  Throughout the Term and any extension thereof, at the Tenant's
           cost, the Tenant's name will be affixed adjacent to the main
           entrance of its Premises and the Tenant's name will be included in
           the Tenant Directory located in the main lobby of the Building.
           The Tenant shall also be entitled to its proportionate share of
           area on the outdoor podium sign, which shall be situated in close
           proximity to the entrance to the Building. Such signage rights
           shall be assignable subject to the Landlord's reasonable prior
           written approval, not to be unreasonably withheld in the event the
           Tenant elects to sublease the Leased Premises herein permitted.

      (b)  Throughout the Term and any extension thereof, the Tenant shall be
           granted non-exclusive building-top signage rights. The Landlord
           shall only grant building-top signage rights to one (1) other
           tenant. The Tenant shall be permitted to install an illuminated
           sign on the upper portion of the easterly facing wall of the
           Building throughout the Term and to install an illuminated sign on
           the upper portion of the westerly facing wall of the Building
           throughout the Term and any extension thereof, the design, size
           and location/height of which shall be subject to the Landlord and
           the municipal authorities approvals and to be in accordance with
           governmental guidelines for multi-tenant buildings, it being
           further understood that all building-top signage shall be on a
           non-exclusive basis. Such signage rights shall be assignable
           subject to Landlord's reasonable prior approval in writing, not to
           be unreasonably withheld in the event the Tenant elects to
           sublease the entire Leased Premises as permitted herein.

13.21 LANDLORD'S CONDITION. - DELETED INTENTIONALLY

13.22 LANDLORD'S WARRANTY.

      The Landlord warrants that the Tenant's Proportionate Share of the
      Operating Costs and Taxes will not exceed $10.75 per square foot for
      the year ending December 31, 2000. The Tenant shall have the right to
      audit the calculation of the Additional Rent on an annual basis.

      The Landlord shall keep proper and sufficient records of all its costs
      relating to Additional Rent and the Tenant shall have the right at any
      time during the Term and any extensions thereof and up to one year
      following expiration of the applicable year, to claim a readjustment in
      respect of any item of Additional Rent.

<PAGE>
                                                                              26


      For this purpose, the Tenant shall have the right through its
      controller or at its sole cost to have independent C.A. firm
      ("Auditor") acceptable to the Landlord during such time, review all
      invoices, receipts, and other records used by the Landlord in the
      calculation of Additional Rent relating to the Leased Premises, such
      review to take place at the Landlord's offices and upon seven (7)
      business days prior to written notice by the Tenant to the Landlord and
      provided that the auditor signs a confidentiality agreement with the
      Landlord. In the event the auditor uncovers a discrepancy of less than
      2% with respect to Additional Rent charged, then the Tenant shall also
      pay the Landlord, for the Landlord's reasonable direct out-of-pocket
      expenses with respect to the audit. In any event the management fees
      shall not exceed $1.00 per square foot of Rentable Area throughout the
      Term and any extension.

13.23 EXCLUSIONS

      Notwithstanding anything to the contrary contained in this Lease, the
      following items shall be excluded (or, as applicable, deducted) from
      the calculation of Tenant's share (if any) of Operating Costs of the
      Building:

      (a)  the cost of repairs or other work occasioned by fire, windstorm or
           other casualty or loss in excess of the insurance proceeds
           therefor (or, if grater, the proceeds that would have been
           available had the Landlord maintained the insurance required to be
           maintained by the Landlord pursuant to this Lease);

      (b)  costs resulting from the correction of any latent construction
           defects in all or any portion of the Building, or any condition
           that is, as of the date of this Lease, not in compliance with
           applicable laws, codes, rules or regulations;

      (c)  costs of initial landscaping;

      (d)  rental concessions or lease buyouts;

      (e)  the costs of renovating or otherwise improving or decorating,
           painting or redecorating space (exclusive of Common Areas) for any
           tenants or other occupants of the Building, including, without
           limitation, the Tenant;

      (f)  the amounts by which the cost of any work or service performed for
           and electricity applied to any tenant or occupant (other than
           Tenant) exceeds the greater of (i) the cost of the standard amount
           or level of such work, service or electricity provided to tenants
           or occupants of the Building in general, or (ii) the cost of the
           amount or level of work, service or electricity made available by
           the Landlord to the Tenant under this Lease;

      (g)  depreciation except as specifically provided hereunder;

      (h)  premium rates paid on service or other contracts;

      (i)  payment of principal interest or other payments of any kind on any
           deeds to secure debt, mortgages, ground or underlying leases, or
           other hypothecations for security of all or any part of the
           Building by the Landlord;

      (j)  rents payable in connection with any ground or underlying lease of
           all or any portion of the Building;

      (k)  all items, service and/or goods for which the Tenant or any other
           tenant, occupant, person or other party is obligated to reimburse
           the Landlord or to pay third parties;

      (l)  advertising and promotional expenses with respect to leasing space
           in or selling the Building;

      (m)  brokerage, legal and professional fees expended by the Landlord in
           connection with negotiating and entering into any leases and any
           related instruments (including, without limitation, guaranties,
           surrender agreements, leasing amendments and consents to
           assignment or subletting) with any tenant or other occupant of any
           portion of the Building, and the enforcement of any such
           instruments; or which are expended or incurred by the Landlord in
           connection with the negotiating and entering of sale, ground
           lease, financing, partnership or similar transaction pertaining to
           the Building or any portion thereof, and/or to the Landlord or an
           interest in the Landlord,


<PAGE>
                                                                              27


           including without limitation, promissory notes, security deeds,
           mortgages, ground or master leases, purchase and sale agreements,
           options, and any and all similar and/or related documents,
           instruments and agreements;

      (n)  estate, inheritance, gift franchise and income taxes of the
           Landlord, (but not excluding Landlord's Capital Tax);

      (o)  the costs and expenses of maintenance and operating of any parking
           facility in or serving the Building except to the extent that they
           exceed any revenue for parking received from such operations;

      (p)  all items that would be capitalized under generally accepted
           accounting principles provided that the Landlord shall be entitled
           to amortize all such costs over the useful life of the item being
           repaired or replaced;

      (q)  the cost of defending against claims in regard to the existence or
           release of hazardous substances or materials at the Building and
           costs of any clean-up of any such hazardous substances or material
           (except with respect to those costs for which the Tenant is
           otherwise responsible pursuant to the express terms of this Lease);

      (r)  costs and expenses incurred in connection with compliance with or
           the contesting or settlement of any claimed violation of law or
           requirements of law;

      (s)  interest, penalties or damages incurred by the Landlord for late
           payment of taxes or assessments or under any agreement to which
           the Landlord is a party by reason of the breach or default of the
           Landlord;

      (t)  expenses incurred in connection with relocating tenants in the
           Building;

      (u)  the cost of installing, operating and maintaining any speciality
           service or special facility such as an observatory, broadcasting
           facilities, health club, cafeteria, or dining facility luncheon
           club, other than those facilities generally made available to
           tenants of the Building without cost;

      (v)  the costs of acquiring, securing, cleaning and maintaining works
           of art;

      (w)  amounts received by the Landlord through proceeds of insurance to
           the extent the proceeds are compensation for expenses which were
           previously included in Building operating costs charged to tenants;

      (x)  costs related to public transportation, transit or van pools; and

      (y)  all other items for which the Tenant or any other tenant, occupant
           or other party compensates the Landlord, so that no duplication of
           payments by the Tenant or to the Landlord shall occur.

13.24 INDEMNIFIER

      In order to induce the Landlord to execute and deliver this Lease and
      in consideration of the execution and delivery thereof by the Landlord,
      the sum of One ($1.00) Dollar now paid by the Landlord to the
      Indemnifier (the receipt and sufficiency whereof is by the Indemnifier
      hereby acknowledged) and other good and valuable consideration, the
      Indemnifier as principal and not as surety, hereby covenants with the
      Landlord that, coincidental with the execution of this Lease it has
      entered into an indemnification agreement in the form attached hereto
      as Schedule "E".



IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease.

                         MENKES OFFICE PARKS LTD.


<PAGE>
                                                                              28


                         Per:____________________________________________
                                  Authorized Signing Officer

                                  (I/We have authority to bind the Corporation)


                         DENBURN INVESTMENTS INC.

                         Per:_____________________________________________
                                  Authorized Signing Officer

                                  (I/We have authority to bind the Corporation)


                         CHANGEPOINT CORPORATION

                         Per:_____________________________________________
                                  Authorized Signing Officer

                                  (I/We have authority to bind the Corporation)


<PAGE>
                                                                              29


                                   SCHEDULE "A"

                            LEGAL DESCRIPTION OF LANDS


<PAGE>

                                                                              30


                                   SCHEDULE "B"

                                 LEASED PREMISES


<PAGE>

                                                                              31


                                   SCHEDULE "C"

                              RULES AND REGULATIONS


The Rules and Regulations may differentiate between different types of
businesses in the Building but the Rules and Regulations will be adopted and
promulgated by the Landlord acting reasonably and in such manner as would a
prudent Landlord of a reasonably similar office building. The Tenant's
failure to keep and observe the Rules and Regulations now or from time to
time in force constitutes a default under this Lease in such manner as if the
same were contained herein as covenants. The Landlord reserves the right from
time to time to amend or supplement the Rules and Regulations applicable to
the Leased Premises or the Building as in the Landlord's absolute and
unfettered discretion are from time to time needed for the safety, care,
cleanliness and more efficient operation of the Building and for the
preservation of good order therein. Notice of the Rules and Regulations and
amendments and supplements, if any, shall be given to the Tenant and the
Tenant shall thereupon comply with and observe all such Rules and Regulations
provided that no Rules and Regulations shall contradict any terms, covenants
and conditions of this Lease. The Rules and Regulations as at the
Commencement Date are as follows:

1.    The Tenant shall not place any debris, garbage, trash or refuse or
      permit same to be placed or left in or upon any part of the Building
      outside of the Leased Premises and the Tenant shall not allow any undue
      accumulation of any debris, garbage, trash or refuse in or outside of
      the Leased Premises.

2.    The Landlord shall permit the Tenant and the Tenant's employees and all
      Persons lawfully requiring communication with them to have the use
      during such hours as the Landlord deems reasonable in common with
      others entitled thereto of the main entrance and stairways, corridors,
      elevators or other mechanical means of access leading to the Leased
      Premises. At times other than during such hours as the Landlord deems
      reasonable the Tenant and the employees of the Tenant shall have access
      to the Building and to the Leased Premises only in accordance with the
      Rules and Regulations and shall be required to satisfactorily identify
      themselves and to register in any book which may at the Landlord's
      option be kept by the Landlord for such purpose. If identification is
      not satisfactory, the Landlord is entitled to prevent the Tenant or the
      Tenant's employees or other Persons lawfully requiring communication
      with the Tenant from having access to the Building. In addition, the
      Landlord is not required to open the door to the Leased Premises for
      the purpose of permitting entry therein to any Person not having a key
      to the Leased Premises.

3.    The Landlord shall permit the Tenant and the employees of the Tenant in
      common with others entitled thereto, to use the washrooms on the floor
      of the Building on which the Leased Premises are situated or, in lieu
      thereof, those washrooms designated by the Landlord, save and except
      when the general water supply may be turned off from the public main or
      at such other times when repair and maintenance undertaken by the
      Landlord shall necessitate the non-use of the facilities.

4.    The Tenant shall permit window cleaners to clean the windows of the
      Leased Premises during such hours as the Landlord deems reasonable.

5.    The sidewalks, entrances, passages, elevators and staircases shall not
      be obstructed or used by the Tenant, its agents, servants, contractors,
      invitees or employees for any purpose other than ingress to and egress
      from the offices. The Landlord reserves entire control of all parts of
      the Building employed for the common benefit of the tenants and without
      restricting the generality of the foregoing, the sidewalks, entrances,
      corridors and passages not within the Leased Premises, washrooms,
      lavatories, air-conditioning closets, fan rooms, janitor's closets,
      electrical closets and other closets, stairs, elevator shafts, flues,
      stacks, pipe shafts and ducts and shall have the right to place such
      signs and appliances therein, as it deems advisable, provided that
      ingress to and egress from the Leased Premises is not unduly impaired
      thereby.

6.    The Tenant, its agents, servants, contractors, invitees or employees,
      shall not bring in or take out, position, construct, install or move
      any safe, or other heavy machinery or equipment or anything liable to
      injure or destroy any part of the Building without first obtaining the
      consent in writing of the Landlord. In giving such consent, the
      Landlord shall have the right in its absolute and unfettered
      discretion, to prescribe the weight permitted and the position thereof,
      and the use and design of planks, skids or platforms, to distribute the
      weight thereof. All


<PAGE>

                                                                              32


      damage done to the Building by moving or using any such heavy equipment
      or other office equipment or furniture shall be repaired at the expense
      of the Tenant. Safes and other heavy office equipment and machinery
      shall be moved through the halls and corridors only upon steel bearing
      plates. No freight or bulky matter of any description will be received
      into the Building or carried in the elevators except during hours
      approved by the Landlord.

7.    The Tenant shall not place or cause to be placed any additional locks
      upon any doors of the Leased Premises without the approval of the
      Landlord and subject to any conditions imposed by the Landlord. Two
      keys shall be supplied to the Tenant for each entrance door to the
      Leased Premises and all locks shall be standard to permit access to the
      Landlord's master key. If additional keys are requested, they must be
      paid for by the Tenant. No one, other than the Landlord's staff will
      have keys to the outside entrance doors of the Building.

8.    The water closets and other water apparatus shall not be used for any
      purpose other than those for which they were constructed, and no
      sweepings, rubbish, rags, ashes or other substances shall be thrown
      therein. Any damage resulting from misuse shall be borne by the Tenant
      by whom or by whose agents, servants, or employees the same is caused.
      The Tenant shall not (a) let the water run unless it is in actual use,
      (b) deface or mark any part of the Building, (c) drive nails, spikes,
      hooks or screws into the walls or woodwork of the Building, or (d)
      bore, drill or cut into the walls or woodwork of the Building in any
      manner or for any reason.

9.    No one shall use the Leased Premises for sleeping apartments or
      residential purposes, or for the storage of personal effects or
      articles other than those required for business purposes.

10.   Canvassing, soliciting and peddling in or about the Building and in the
      parking facilities of the Building are prohibited.

11.   It shall be the duty of the Tenant to assist and co-operate with the
      Landlord in preventing injury to the Leased Premises.

12.   No flammable oils or other flammable, dangerous or explosive material
      save those approved in writing by the Landlord's insurers shall be kept
      or permitted to be kept in the Leased Premises.

13.   No bicycles or other vehicles shall be brought within the building
      without the consent of the Landlord.

14.   No animals or birds shall be brought into the Building without the
      consent of the Landlord.

15.   No gas pipe or electric wire will be permitted which has not been
      ordered or authorized by the Landlord.

16.   The Tenant shall not cover or obstruct any of the skylights and windows
      that reflect or admit light into any part of the Building except for
      the proper use of approved window coverings.

17.   Any hand trucks, carryalls, or similar appliances used in the Building
      with the consent of the Landlord, shall be equipped with rubber tires,
      slide guards and such other safeguards as the Landlord requires.

18.   The Tenant shall not place or maintain any supplies, merchandise or
      other articles in any vestibule or entry of the Leased Premises, on the
      footwalks adjacent thereto or elsewhere on the exterior of the Leased
      Premises or the Building.

19.   The Tenant shall not commit or suffer or permit to be committed any
      waste upon, or damage to, or disfiguration of the Leased Premises or
      any nuisance or other act or thing which disturbs the quiet enjoyment
      of any other tenant in the Building or which unreasonably disturbs or
      interferes with or annoys any Person, nor perform any acts or carry on
      any practices which may damage the building.

20.   The Tenant shall not refer to the Building by any name other than that
      designated from time to time by the Landlord, nor use such name for any
      purpose other than that of the business address of the Tenant, provided
      that the Tenant may use the municipal number of the Building assigned
      to it by the Landlord instead of the name of the Building.


<PAGE>

                                                                              33


21.   The Tenant shall not install or allow on the Leased Premises any
      transmitting device, nor erect any aerial on the roof of the Building
      or on any exterior walls of the Leased Premises. Any such installations
      shall be subject to removal by the Landlord without notice at any time
      and such removal shall be done and all damage as a result thereof shall
      be made good, in each case, at the cost of the Tenant, payable as
      Additional Rent forthwith on demand. Cell telephones shall be
      permitted. A satellite dish shall be permitted in accordance with
      Section 13.7.

22.   The Tenant shall not use any travelling or flashing lights or signs or
      any loudspeakers, television, phonographs, radio or other audio-visual
      or mechanical devices in a manner so that they can be heard or seen
      outside of the Leased Premises. If the Tenant uses any such equipment
      without receiving the prior written consent of the Landlord, the
      Landlord shall be entitled to remove such equipment without notice at
      any time and such removal shall be done and all damage as a result
      thereof shall be made good, in each case, at the cost of the Tenant,
      payable as Additional Rent forthwith on demand.

23.   The Landlord shall have the right to restrict access to the elevators
      for move-in and move-out purposes. The Tenant shall consult prior to
      taking or giving up occupation of the Leased Premises in order to
      obtain an elevator schedule from the Landlord.

24.   If the Tenant requires the supply of water, electricity, heating, air
      conditioning or any other utility or service after the normal hours
      during which the Landlord supplies same or on a weekend or holiday, the
      Tenant shall purchase its requirements for those utilities or services
      from the Landlord and the Tenant shall pay to the Landlord as
      Additional Rent forthwith upon demand the cost of same at the rates
      current from time to time set by the Landlord. The Tenant acknowledges
      that at least twenty-four (24) hours' prior written notice must be
      given to the Landlord in the event that the Tenant requires the supply
      of utilities after the hours the Landlord normally supplies same.

25.   There shall be no smoking allowed in any part of the Building including
      the Leased Premises and all public areas which shall include, but not
      be limited to washrooms, elevators, elevator lobbies, common area
      hallways, stairwells, etc.

<PAGE>

                                                                              34


                                  SCHEDULE "D"

                             BUILDING SPECIFICATIONS


<PAGE>

                                                                              35


                                  SCHEDULE "E"

                               INDEMNITY AGREEMENT

           THIS AGREEMENT is made as of this 24th day of February, 2000

B E T W E E N:

                  MENKES OFFICE PARKS LIMITED
                  (the "Landlord")
                                                    OF THE FIRST PART

                  - and -

                  CHANGEPOINT CORPORATION
                  (the "Indemnifier")
                                                    OF THE SECOND PART


      In order to induce the Landlord to enter into the lease (the "Lease")
dated the 20th day of October, 1999 between the Landlord and Denburn
Investments Inc. as tenant (the "Tenant"), and for other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged,
the Indemnifier hereby makes the following indemnity and agreement (the
"Indemnity") with and in favour of the Landlord:

1.     The Indemnifier hereby agrees with the Landlord that at all times
during the term of the Lease it will (a) make the due and punctual payment of
all rent, moneys, charges and other amounts of any kind whatsoever payable
under the Lease by the Tenant whether to the Landlord or otherwise and
whether the Lease has been disaffirmed or disclaimed; (b) effect prompt and
complete performance of all and singular the terms, covenants and conditions
contained in the Lease on the part of the Tenant to be performed; and (c)
indemnify and save harmless the Landlord from any loss, costs or damages
arising out of any failure by the Tenant to pay the aforesaid rent, money,
charges or other amounts due under the Lease or resulting from any failure by
the Tenant to observe and perform any of the terms, covenants and conditions
contained in the Lease.

2.    This Indemnity is absolute and unconditional and the obligations of the
Indemnifier shall not be released, discharged, mitigated, impaired or
affected by (a) any extension of time, indulgences or modifications which the
Landlord extends to or makes with the Tenant in respect of the performance of
any of the obligations of the Tenant under the Lease; (b) any waiver by the
Landlord of or failure of the Landlord to enforce any of the terms, covenants
and conditions contained in the Lease; (c) any assignment of the Lease by the
Tenant or by any trustee, receiver or liquidator; (d) any consent which the
Landlord gives to any such assignment or sub-letting; (e) any amendment to
the Lease or any waiver by the Landlord of any of its rights under the Lease;
or (f) the expiration of the term.

3.    The Indemnifier hereby expressly waives notice of the acceptance of
this Indemnity and all notice of non-performance, non-payment or
non-observance on the part of the Tenant of the terms, covenants and
conditions contained in the Lease. Without prejudice to the foregoing, any
notice which the Landlord desires to give to the Indemnifier shall be
sufficiently given if delivered in person to the Indemnifier or if mailed by
prepaid registered or certified post addressed to the Indemnifier at the
premises, and every such notice is deemed to have been given upon the day it
was so delivered in person, or if mailed, forty-eight (48) hours after it was
mailed. The Indemnifier may designate by notice in writing a substitute
address and thereafter notice shall be directed to such substitute address.
If two or more persons are named as Indemnifier, any notice given hereunder
or under the Lease shall be sufficiently given if delivered or mailed in the
foregoing manner to any one of such persons.

4.    In the event of a default under the Lease or under this Agreement, the
Indemnifier waives any right to require the Landlord to (a) proceed against
the Tenant or pursue any rights or remedies against the Tenant with respect
to the Lease, (b) proceed against or exhaust any security of the Tenant held
by the Landlord, or (c) pursue any other remedy whatsoever in the Landlord's
power. The Landlord has the right to enforce this Indemnity regardless of the
acceptance of additional security from the Tenant or the Indemnifier and
regardless of any release or discharge of the Tenant by the Landlord or by
others or by operation of any law.

5.    Without limiting the generality of the foregoing, the liability of the
Indemnifier under this Indemnity is not and is not deemed to have been
waived, released,


<PAGE>

                                                                              36


discharged, impaired or affected by reason of the release or discharge of the
Tenant in any receivership, bankruptcy, winding-up or other creditors'
proceedings or the rejection, disaffirmance or disclaimer of the Lease in any
proceeding and shall continue with respect to the periods prior thereto and
thereafter, for and with respect to the term of the Lease, and any renewal
thereof, as if the Lease had not been disaffirmed or disclaimed and in
furtherance thereof, the Indemnifier shall at the option of the Landlord
become the Tenant of the Landlord upon the same terms and conditions as are
contained in the Lease, applied mutatis mutandis.

6.    No action or proceeding brought or instituted under this Indemnity and
no recovery in pursuance thereof shall be a bar or defence to any further
action or proceeding which may be brought under this Indemnity by reason of
any further default hereunder or in the performance and observance of the
terms, covenants and conditions contained in the Lease.

7.    No modification of this Indemnity shall be effective unless the same is
in writing and is executed by both the Indemnifier and the Landlord.

8.    The Indemnifier shall, to the extent of its obligations under this
Indemnity, and without limiting the generality of the foregoing, be bound by
this Indemnity in the same manner as though the Indemnifier were the Tenant
named in the Lease. Notwithstanding the foregoing, or any performance in
whole or in part by the Indemnifier of the covenants of this Indemnity, the
Indemnifier shall not have any entitlement to occupy the premises or
otherwise enjoy the benefits of the Tenant under the Lease.

9.    If two or more individuals, corporations, partnerships or other
business associations (or any combination of two or more thereof) execute
this Indemnity as Indemnifier, the liability of each such individual,
corporation, partnership or other business association hereunder is joint and
several. In like manner, if the Indemnifier named in this indemnity is a
partnership or other business association, the members of which are by virtue
of statutory or general law subject to personal liability, the liability of
each member is joint and several.

10.   This Indemnity is in addition to and not in substitution for any other
security now or hereafter held by the Landlord, and this security shall not
merge in any other security now or hereafter held by the Landlord from the
Indemnifier or from any other party.

11.   All of the terms, covenants and conditions of this indemnity extend to
and are binding upon the Indemnifier, his or its heirs, executors,
administrators, successors and assigns, as the case may be, and shall enure
to the benefit of and may be enforced by the Landlord, its successors and
assigns, as the case may be, and by any mortgagee, chargee, trustee under a
deed of trust or other encumbrancer of all or any part of the building
referred to in the Lease.

12.   This Indemnity shall be construed in accordance with the laws of the
Province of Ontario. The Indemnifier hereby submits and attorns to the
jurisdiction of the courts of the Province of Ontario in any action or
proceeding which may be commenced with respect to the enforcement of this
Indemnity.

      IN WITNESS WHEREOF the parties hereto have signed this Indemnity as of
the day and year first above written.

                  MENKES OFFICE PARKS LTD.


                  Per: __________________________________  c/s
                            Authorized Signing Officer


                  CHANGEPOINT CORPORATION


                  Per: __________________________________  c/s
                            Authorized Signing Officer



                       Authorized Signing Officer