bpo_sb2a2-ex1054.htm


    EXHIBIT
      10.54

     

    
      


      


      THIS
        INDENTURE made the 23 day of November 2007:

      


      BETWEEN:

      


      SHELTER
        CANADIAN PROPERTIES LIMITED

      as
        agent
        for

      HREIT
        Holdings 65 Corporation.

      


      (hereinafter
        called the "Landlord"),

      


      OF
        THE
        FIRST PART.

      


      -
        and
        -

      


      ADAPSYS
        DOCUMENT MANAGEMENT LP,

      


      (hereinafter
        called the "Tenant"),

      


      OF
        THE
        SECOND PART.

      


      -
        and
        -

      


      BPO
        MANAGEMENT SERVICES INC.,

      


      (hereinafter
        called the "Guarantor")

      


      OF
        THE
        THIRD PART.

       

      
        
          

        

LEASE

       

      
        
 

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      INDEX

      


      
        	
                ARTICLE
                  I - DEMISE AND LEASE

              
	 	 
	
                1.00

              	
                Demise
                  and Lease

              
	 	 
	
                ARTICLE
                  II - TERM, USE & POSSESSION

              
	 	 
	
                2.00

              	
                Term

              
	
                2.01

              	
                Use

              
	
                2.02

              	
                Possession

              
	 	 
	
                ARTICLE
                  III - RENT

              
	 	 
	
                3.00

              	
                Rent

              
	 	 
	
                ARTICLE
                  IV - DEFINITIONS

              
	 	 
	
                4.00

              	
                "Lands"

              
	
                4.01

              	
                ''Buildings"

              
	
                4.02

              	
                "Project"

              
	
                4.03

              	
                "Tenant's
                  Taxes"

              
	
                4.04

              	
                "Taxes"

              
	
                4.05

              	
                "Operating
                  Costs"

              
	
                4.06

              	
                "Proportionate
                  Share"

              
	
                4.07

              	
                "Herein,
                  etc."

              
	 	 
	
                ARTICLE
                  V - TENANT'S COVENANTS

              
	 	 
	
                5.00

              	
                Pay
                  Rent

              
	
                5.01

              	
                Pay
                  Tenant's Taxes

              
	
                5.02

              	
                Pay
                  Proportionate Share of Taxes

              
	
                5.03

              	
                Pay
                  Proportionate Share of Operating Costs

              
	
                5.04

              	
                Additional
                  Rent

              
	
                5.05

              	
                Evidence
                  of Payments

              
	
                5.06

              	
                Disputes

              
	 	 
	
                ARTICLE
                  VI - TENANT'S ADDITIONAL COVENANTS

              
	 	 
	
                6.00

              	
                Acts
                  conflicting with Insurance

              
	
                6.01

              	
                No
                  Nuisance

              
	
                6.02

              	
                Comply
                  with Laws, etc.

              
	
                6.03

              	
                Comply
                  with Rules and Regulations

              
	
                6.04

              	
                Damage
                  by Tenant

              
	
                6.05

              	
                Notice
                  of Accidents, Defects, etc.

              
	
                6.06.01

              	
                Assigning
                  or Subletting

              
	
                6.06.02

              	
                Tenant
                  remains Liable

              
	
                6.06.03

              	
                Change
                  in control an Assignment

              
	
                6.07

              	
                Indemnity
                  to Landlord

              
	 	 


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          -ii-

        

      

      


      


      
        	 	 
	
                6.08.01

              	
                Tenant
                  Insurance

              
	
                6.08.02

              	
                Satisfactory
                  Insurers

              
	
                6.08.03

              	
                Waiver
                  of Subrogation in Favour of Landlord

              
	
                6.08.04

              	
                Landlord
                  may take out Tenant Insurance

              
	
                6.08.05

              	
                Priority
                  of Landlord's Insurance Claim

              
	
                6.09

              	
                Goods,
                  Chattels, etc. Not to be Removed.

              
	
                6.10.01

              	
                Tenant
                  to Repair

              
	
                6.10.02

              	
                Landlord
                  may Inspect

              
	
                6.10.03

              	
                Expense
                  of Repairs Borne by Tenant

              
	
                6.10.04

              	
                Tenant
                  may Effect Repairs

              
	
                6.11.01

              	
                Use
                  of Premises

              
	
                6.11.02

              	
                Tenant
                  to Use Premises during Whole Term

              
	
                6.12

              	
                Signs

              
	
                6.13.01

              	
                Tenant
                  may make Alterations

              
	
                6.13.02

              	
                Tenant
                  to pay for Alterations

              
	
                6.13.03

              	
                Tenant
                  not to Cover Floors or Windows

              
	
                6.14.01

              	
                Peaceful
                  Surrender

              
	
                6.14.02

              	
                Tenant
                  to Clean Premises

              
	
                6.15

              	
                Utilities

              
	
                6.16.01

              	
                Care
                  of Premises

              
	
                6.17

              	
                Examination
                  of Premises

              
	
                6.18

              	
                Nuisance
                  and Waste

              
	
                6.19.01

              	
                Access

              
	
                6.19.02

              	
                No
                  Obstruction

              
	
                6.20

              	
                No
                  Auction

              
	 	 
	
                ARTICLE
                  VII - LANDLORD'S COVENANTS

              
	 	 
	
                7.00

              	
                Quiet
                  Enjoyment

              
	
                7.01

              	
                Taxes

              
	
                7.02

              	
                Management,
                  Operation and Maintenance

              
	 	 
	
                ARTICLE
                  VIII - MUTUAL COVENANTS

              
	 	 
	
                8.00.01

              	
                Damages
                  or Destruction of Demised Premises

              
	
                8.00.02

              	
                Landlord
                  may Terminate if not Repairable

              
	
                8.00.03

              	
                Abatement
                  of Rent

              
	
                8.01

              	
                Access
                  to Premises, use of Common Areas, etc.

              
	
                8.02.01

              	
                Landlord's
                  Right to do Work

              
	
                8.02.02

              	
                Landlord
                  may Install Pipes, etc.

              
	
                8.02.03

              	
                Landlord
                  may enter Demised Premises

              
	
                8.03

              	
                Landlord's
                  Right to Inspect and Display Sign

              
	
                8.04

              	
                Landlord
                  may Perform Tenant's Covenants, etc.

              
	
                8.05.01

              	
                Re-Entry

              
	
                8.05.02

              	
                Rights
                  of Landlord on Re-Entry

              
	
                8.06

              	
                Waiver
                  of Exemptions

              
	
                8.07

              	
                Bankruptcy,
                  etc.

              
	 	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -iii-

        

      

      


      
        	 	 
	
                8.08

              	
                Follow
                  Chattels

              
	
                8.09

              	
                Overlooking
                  and Condoning

              
	
                8.10

              	
                Overholding

              
	
                8.11

              	
                Removal
                  of Fixtures, etc.

              
	
                8.12

              	
                Unavoidable
                  Failures or Delays

              
	
                8.13

              	
                Landlord
                  not Responsible for Injuries, Loss, Damage, etc.

              
	
                8.14

              	
                No
                  Liability for Indirect Damages, etc.

              
	
                8.15

              	
                Entire
                  Agreement

              
	
                8.16

              	
                Subordination

              
	
                8.17

              	
                Notices

              
	
                8.18.01

              	
                Payments
                  to Landlord

              
	
                8.18.02

              	
                Landlord's
                  Expenses Recoverable

              
	
                8.19

              	
                Sale
                  of Premises

              
	
                8.20

              	
                Subdivision

              
	
                8.21

              	
                Registration

              
	
                8.22

              	
                Headings

              
	
                8.23

              	
                Interpretations

              
	
                8.24

              	
                Intent

              
	
                8.25

              	
                Governing
                  Law

              
	
                8.26

              	
                Frustration

              
	
                8.27

              	
                Time
                  of Essence

              
	
                8.28

              	
                Binding
                  Effect

              
	
                8.29

              	
                Rider

              


      

      


      SCHEDULES

      


      
        	
                Schedule
                  "A"

              	
                Plan
                  of Demised Premises

              
	
                Schedule
                  "B"

              	
                Legal
                  Description and Municipal Address

              
	
                Schedule
                  "C"

              	
                Rules
                  and Regulations

              
	
                Schedule
                  "D"

              	
                Landlord's
                  Work and Tenant's Work

              
	
                Schedule
                  "E"

              	
                Indemnity
                  Agreement

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      THIS
        INDENTURE made the 23 day November, 2007:

      


      BETWEEN:

      


      SHELTER
        CANADIAN PROPERTIES LIMITED

      as
        agent
        for

      HREIT
        Holdings 65 Corporation,

      


      (hereinafter
        called the "Landlord"),

      


      OF
        THE
        FIRST PART.

      -
        and
        -

      


      ADAPSYS
        DOCUMENT MANAGEMENT LP,

      


      (hereinafter
        called the "Tenant"),

      


      OF
        THE
        SECOND PART.

      -
        and
        -

      


      BPO
        MANAGEMENT SERVICES INC.,

      


      (hereinafter
        called the "Guarantor"),

      


      OF
        THE
        THIRD PART,

      ARTICLE
        I
        - DEMISE AND LEASE

      


      
        	
                1.00

              	
                WITNESSETH
                  that in consideration of the rents, covenants, conditions and agreements
                  hereinafter reserved and contained on the part of the Tenant to
                  be paid,
                  observed and performed the Landlord does demise and lease unto
                  the Tenant
                  a certain portion of the premises located at 555 Madison Street,
                  consisting of 15,000 square feet, as shown on Schedule "A" attached
                  hereto
                  (hereinafter called the "Demised Premises") situate in the city
                  of
                  Winnipeg in the Province of Manitoba and forming part of the Building
                  situate upon the lands more particularly described in Schedule
                  "B"
                  attached hereto.

              


      

      


      ARTICLE
        II - TERM, USE AND POSSESSION

      


      
        	
                2.00

              	
                TO
                  HAVE AND TO HOLD the Demised Premises for and during the term (hereinafter
                  called the "Term") of Ten (10) Years commencing on the 1st day
                  of February
                  2008 (hereinafter called the "commencement date of the term"),
                  and ending
                  on the 31st
                  day of January 2018.

              
	 	 
	
                2.01

              	
                The
                  Demised Premises shall be used by the Tenant for the purpose of
                  an office
                  and production facility.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -2-

        

      

      


      
        	
                2.02

              	
                The
                  Landlord shall not be liable for failure to give possession of
                  the Demised
                  Premises on the commencement date of the Term of this Lease by
                  reason of
                  the fact that the Demised Premises are not ready for occupancy,
                  or due to
                  a prior Tenant wrongfully holding over or any other persons wrongfully
                  occupying the Demised Premises or for any other reason. In such
                  event,
                  payment of the rent and other charges under this Lease shall not
                  commence
                  until the day that possession is given or is available and the
                  commencement date of the Term shall be postponed until that day.
                  The
                  expiry date of the Term shall also be postponed so that the length
                  of the
                  Term remains as provided for in paragraph 2.00 hereof. If the Tenant
                  shall
                  have occupied the Demised Premises or any part thereof prior to
                  the
                  commencement date of the Term, such occupancy shall be deemed to
                  have been
                  subject to this Lease and the rent for the period of such occupancy
                  shall
                  be at the rate herein provided and shall be due and payable as
                  of the date
                  of occupancy on a per diem basis.

              


      

      


      ARTICLE
        III - RENT

      


      
        	
                3.00

              	
                YIELDING
                  AND PAYING THEREFOR yearly and every year during the said Term
                  as rent
                  unto the Landlord follows:

              


      

      


      
        	 	 	 
	 	
                a)
                  Years 1-5

              	
                during
                  the period of February 1, 2008 to January 31, 2013 as rent unto
                  the
                  Landlord the annual sum of ONE HUNDRED FORTY-NINE THOUSAND TWO
                  HUNDRED
                  FIFTY DOLLARS ($149,250.00) plus G.S.T., of lawful money of Canada
                  to be
                  paid in advance in equal monthly instalments of TWELVE THOUSAND
                  FOUR
                  HUNDRED THIRTY-SEVEN DOLLARS AND FIFTY CENTS ($12,437.50) plus
                  G.S.T.,
                  being equal to NINE DOLLARS AND NINETY-FIVE CENTS ($9.95) per square
                  foot
                  net, plus G.S.T. Payments are to be made on the first day of each
                  and
                  every month during the said Term to the Landlord, the first of
                  such
                  payments to be made on February 1, 2008.

              
	 	 	 
	 	
                b)
                  Years 6-10

              	
                during
                  the period of February 1, 2013 to January 31, 2018 as rent unto
                  the
                  Landlord the annual sum of ONE HUNDRED SIXTY-EIGHT THOUSAND SEVEN
                  HUNDRED
                  FIFTY DOLLARS ($168,750.00) plus G.S.T., of lawful money of Canada
                  to be
                  paid in advance in equal monthly instalments of FOURTEEN THOUSAND
                  SIXTY-TWO DOLLARS AND FIFTY CENTS ($14,062.50) plus G.S.T., being
                  equal to
                  ELEVEN DOLLARS TWENTY-FIVE CENTS ($11.25) per square foot net,
                  plus G.S.T.
                  Payments are to be made on the first day of each and every month
                  during
                  the said Term to the Landlord, the first of such payments to be
                  made on
                  February 1, 2013.

              


      

      


      ARTICLE
        IV - DEFINITIONS

      


      
        	
                4.00

              	
                "Lands"
                  means those certain parcel(s) or tract(s) of land more particularly
                  described in Schedule "B" attached hereto.

              
	 	 
	
                4.01

              	
                "Building"
                  means the building described in the first part of Schedule "A"
                  attached
                  hereto, and which building is situate upon the
                  Lands.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -3-

        

      

      


      
        	
                4.02

              	
                "Project"
                  means the improvements constructed or to be constructed upon the
                  Lands
                  from time to time, including, without limitation, the
                  Building.

              
	 	 
	
                4.03

              	
                "Tenant's
                  Taxes" means without limitation, all taxes, licences, rates, duties
                  and
                  assessments imposed or levied by lawful authority in respect of
                  the use or
                  occupancy of the Demised Premises by the Tenant or relating to
                  or in
                  respect of personal property in the Demised Premises or the Building
                  or
                  the Project and all other business and trade fixtures, machinery
                  and
                  equipment, cabinetwork, furniture and movable partitions owned
                  or
                  installed by the Tenant at the expense of the Tenant or being the
                  property
                  of the Tenant in the Demised Premises or the Building or Project,
                  or
                  relating to or in respect of improvements to the Demised Premises
                  built,
                  made or installed by the Tenant or the Landlord or at the Landlord's
                  or
                  Tenant's request, whether any such taxes are payable by law by
                  the Tenant
                  or by the Landlord and whether such taxes are included by lawful
                  authority
                  in the taxes, licences, rates, duties and assessments imposed or
                  levied on
                  or with respect to the Lands and/or the Building and/or the Project.
                  "Tenants Taxes" shall also mean and include any and all penalties
                  or other
                  like charges for late payment thereof.

              
	 	 
	
                4.04

              	
                "Taxes"
                  means an amount equivalent to all taxes, rates, duties, levies
                  and
                  assessments whatsoever, whether municipal, provincial, parliamentary
                  or
                  otherwise, levied, imposed or assessed against the Lands, the Building
                  and/or the Project or upon the Landlord on account thereof, or
                  from time
                  to time, levied, imposed or assessed in the future in lieu thereof,
                  including those levied, imposed or assessed for education, schools
                  and
                  local improvements and including all costs and expenses incurred
                  by the
                  Landlord in good faith in contesting, resisting or appealing any
                  such
                  taxes, rates, duties, levies or assessments, but excluding Tenant's
                  Taxes
                  and excluding income or profits tax upon the income of the Landlord
                  to the
                  extent that such taxes are not levied in lieu of taxes, rates,
                  duties,
                  levies and assessments against the Lands, Building and/or Project
                  or upon
                  the Landlord on account thereof. "Taxes" shall also include any
                  other like
                  tax levied, imposed or assessed upon the capital of the Landlord,
                  howsoever that capital may be measured, and which tax is reasonably
                  allocated to the Lands, Building and/or Project and such taxes,
                  rates,
                  duties and assessments levied, imposed or assessed against roadways,
                  lanes, alleys or other passageways intended for the use of Tenants
                  of the
                  Project and which do not form part of the Lands, or upon the Landlord
                  on
                  account thereof, and any and all taxes which may in future be levied
                  in
                  lieu of Taxes as hereinbefore defined.

              
	 	 
	
                4.05

              	
                "Operating
                  Costs" means an amount equivalent to the total amount (without
                  duplication) paid or payable whether by the Landlord or others
                  on behalf
                  of the Landlord for managing, operating, maintaining, repairing
                  and
                  replacing the Lands, the Building and the Project including all
                  of the
                  component parts thereof such as are in keeping with maintaining
                  the
                  standard of a first class industrial complex including without
                  limitation,
                  all repairs and replacements required for such maintenance, the
                  costs of
                  providing electricity, water, gas, fuel and other services and
                  utilities
                  (including heating and air-conditioning) not otherwise paid by
                  the
                  Tenants, the costs of painting interior areas not normally rented
                  to
                  Tenants and the costs of painting and otherwise maintaining the
                  outside of
                  the Building and all other buildings in the Project (other than
                  those
                  parts for which the Tenant is responsible), the costs of maintaining
                  the
                  roadways and parking areas lying in or adjacent to the Project,
                  snow
                  removal, landscape maintenance, refuse removal and other costs
                  in
                  connection with the maintenance of outside areas and facilities,
                  sprinkler
                  protection, fire casualty, liability, rental and other insurance
                  costs
                  (including self insurance premiums not in excess of
                  normal

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -4-

        

      

      


      
        	 	
                insurance
                  costs), security protection, service contracts with independent
                  contractors and all other expenses paid or payable by the Landlord
                  in
                  connection with the operation of the Building, the Lands, the Project
                  and
                  all of the component parts thereof, and an allowance of 5% of the
                  basic
                  rent payable on the premises, for building management fees of the
                  Landlord, but shall not include interest on debt or capital retirement
                  of
                  debt or any amounts directly chargeable by the Landlord to any
                  Tenant or
                  Tenants as otherwise provided herein.

              
	 	 
	
                4.06

              	
                "Proportionate
                  Share" means the fraction, the numerator of which is the square
                  foot area
                  of the Demised Premises and the denominator of which is the aggregate
                  of
                  the square foot areas of all rentable premises from time to time
                  physically existing in the Project, whether actually rented or
                  not,
                  including the Demised Premises, to which Operating Costs and Taxes
                  are
                  reasonably allocated by the Landlord, and for the purposes of this
                  Lease,
                  said fraction, shall be expressed as 15,000/18,462, or expressed
                  as a
                  percentage of 81.25%.

              
	 	 
	
                4.07

              	
                In
                  this Lease "herein", "hereof', "hereby", "hereunder", "hereto",
                  "hereinafter" and similar expressions refer to this Lease and not
                  to any
                  particular paragraph, section or other portion thereof, unless
                  there is
                  something in the subject matter or context inconsistent therewith.
                  Paragraphs referred to by number are the paragraphs so numbered
                  in this
                  Lease.

              


      

      


      ARTICLE
        V
        - PAYMENTS

      


      
        	 	
                The
                  Tenant covenants with the Landlord that:

              
	 	 
	
                5.00

              	
                The
                  Tenant shall, during the Term, pay unto the Landlord the rent hereby
                  reserved in the manner hereinbefore mentioned without any deduction
                  whatsoever.

              
	 	 
	
                5.01

              	
                The
                  Tenant shall pay all Tenant's Taxes. In the event that the Tenant
                  shall
                  neglect or refuse to pay any Tenant's Taxes, the Landlord may,
                  at its
                  option, pay the same and recover the amount paid by all remedies
                  available
                  to it for the recovery of rent in arrears.

              
	 	 
	
                5.02

              	
                The
                  Tenant's Proportionate Share of Taxes shall be estimated by the
                  Landlord
                  for such period as the Landlord may determine (not to exceed twelve
                  (12)
                  months) and the Tenant shall pay the same to the Landlord in equal
                  monthly
                  instalments together with the regular monthly instalments of paragraph
                  3.00 Rent. The Landlord shall furnish to the Tenant an estimate
                  of the
                  Proportionate Share of Taxes payable by the Tenant during the period
                  so
                  determined by the Landlord. At the end of such period, the Landlord
                  shall
                  furnish the Tenant with a statement showing the actual amount of
                  the
                  Proportionate Share of Taxes paid and payable by the Tenant and
                  the
                  Landlord and Tenant covenant and agree each with the other that
                  if an
                  overpayment of the Tenant's Taxes has been made by the Tenant,
                  the
                  Landlord shall credit such amount to the Tenant's Proportionate
                  Share of
                  Taxes for the ensuing period and if there is no ensuing period
                  such amount
                  shall be paid to the Tenant and if an amount remains owing to the
                  landlord
                  in respect of the Tenant's Proportionate Share of Taxes, the Tenant
                  shall
                  forthwith pay such amount to the Landlord.

              
	 	 
	
                5.03

              	
                The
                  Tenant shall during and in respect of the Term pay its Proportionate
                  Share
                  of Operating Costs as follows: the Tenant's Proportionate Share
                  of
                  Operating Costs shall be estimated by the Landlord for such period
                  as the
                  Landlord may determine (not to exceed twelve (12) months) and the
                  Tenant
                  shall pay the same to the Landlord in equal monthly
                  instalments

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          5-

        

      

      


      
        	 	
                together
                  with the regular monthly instalments of paragraph 3.00 rent. The
                  Landlord
                  shall furnish to the Tenant an estimate of the Proportionate Share
                  of
                  Operating Costs payable by the Tenant during the period so determined
                  by
                  the Landlord. At the end of such period, the Landlord shall furnish
                  the
                  Tenant with a statement showing the actual amount of the Proportionate
                  Share of Operating Costs paid and payable by the Tenant, and the
                  Landlord
                  and Tenant covenant and agree each with the other that if an overpayment
                  of the Tenant's Proportionate Share of Operating Costs has been
                  made by
                  the Tenant, the Landlord shall credit such amount to the Tenant's
                  Proportionate Share of Operating Costs for the ensuing period and
                  if there
                  is no ensuing period such amount shall be paid to the Tenant and
                  if an
                  amount remains owing to the Landlord in respect of the Tenant's
                  Proportionate Share of Operating Costs, the Tenant shall forthwith
                  pay
                  such amount to the Landlord.

              
	 	 
	
                5.04

              	
                All
                  amounts payable by the Tenant pursuant to paragraphs 5.02, 5.03
                  and 6.15
                  hereof shall be payable as additional rent.

              
	 	 
	
                5.05

              	
                The
                  Tenant shall produce to the Landlord from time to time at the request
                  of
                  the Landlord evidence satisfactory to the Landlord of the due payment
                  by
                  the Tenant of all payments required to be made by the Tenant under
                  this
                  Lease.

              
	 	 
	
                5.06

              	
                In
                  the event of a dispute as to the amount of Operating Costs, or
                  the
                  inclusion of any cost, expense or amount in Operating Costs, then
                  such
                  dispute shall be referred to the Landlord's auditor for a decision.
                  The
                  decision of the Landlord's auditor shall be final and binding upon
                  the
                  parties hereto.

              


      

      


      ARTICLE
        VI - ADDITIONAL TENANT'S COVENANTS

      


      
        	 	
                The
                  Tenant further covenants with the Landlord that:

              
	 	 
	
                6.00

              	
                The
                  Tenant shall not do or permit to be done any act or thing which
                  may render
                  void or voidable or conflict with the requirements of any policy
                  or
                  policies of insurance, including any regulations of fire insurance
                  underwriters applicable to such policy or policies, whereby the
                  Demised
                  Premises or the Building or the Project are insured or which may
                  cause any
                  increase in premium to be paid in respect of any such policy. In
                  the event
                  that any such policy or policies is or are cancelled by reason
                  of any act
                  or omission of the Tenant, the Landlord shall have the right at
                  its option
                  to terminate this Lease forthwith by giving written notice of termination
                  to the Tenant, and in the event that the premium to be paid in
                  respect of
                  any such policy is increased by any act or omission of the Tenant
                  (including the use of the Demised Premises described in paragraph
                  2.01),
                  the Tenant shall pay to the Landlord the amount by which said premium
                  shall be so increased.

              
	 	 
	
                6.01

              	
                The
                  Tenant shall not at any time during the said Term, use, exercise
                  or carry
                  on or permit or suffer to be used, exercised or carried on, in
                  or upon the
                  Demised Premises or any part thereof any noxious, noisome or offensive
                  act, trade, business, occupation or calling, and no act, matter
                  or thing
                  whatsoever, shall at any time during the said Term be done in or
                  upon the
                  Premises or any part thereof which shall or may be or grow to the
                  annoyance, nuisance, damage or disturbance of the occupiers or
                  owners of
                  the Lands, Project or adjoining land and
                  properties.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -6-

        

      

      


      
        	
                6.02

              	
                The
                  Tenant shall comply promptly at its expense with all laws, ordinances,
                  regulations, requirements and recommendations which may be applicable
                  to
                  the Tenant or to the manner of use of the Demised Premises, of
                  any and all
                  federal, provincial, civic, municipal and other authorities or
                  association
                  of insurance underwriters or agents and all notices in pursuance
                  of same
                  and whether served upon the Landlord or the Tenant.

              
	 	 
	
                6.03

              	
                The
                  Tenant agrees that the rules and regulations endorsed on this Lease
                  or
                  attached hereto as Schedule "C" with such reasonable variations,
                  modifications and additions as shall from time to time be made
                  by the
                  Landlord and any other and further reasonable rules and regulations
                  that
                  may be made by the Landlord and communicated to the Tenant in writing
                  shall be observed and performed by the Tenant and its agents, servants
                  or
                  employees and all such rules and regulations now in force or hereafter
                  put
                  in force shall be read as forming part of the terms and conditions
                  of this
                  Lease as if the same were embodied herein.

              
	 	 
	
                6.04

              	
                The
                  Tenant shall reimburse the Landlord for costs incurred by the Landlord
                  in
                  making good any damage caused to the Lands or the Project or any
                  part
                  thereof including the furnishing and amenities thereof as a result
                  of the
                  negligent or wilful act or omission of the Tenant, its servants,
                  agents,
                  employees, customers, licensees, invitees, and/or any person for
                  whom the
                  Tenant is in law responsible from time to time in or about the
                  Demised
                  Premise or the Lands.

              
	 	 
	
                6.05

              	
                The
                  Tenant shall give the Landlord prompt written notice of any damage
                  to or
                  defect in the heating and air conditioning apparatus, water pipes,
                  gas
                  pipes, telephone lines, electric light or other wires or other
                  casualty.

              
	 	 
	
                6.06.01

              	
                The
                  Tenant shall not by licence permit any other person or corporation
                  to
                  occupy the Demised Premises in whole or in part other than related
                  or
                  subsidiary companies owned by the Tenant, and shall not mortgage
                  this
                  Lease or any right hereunder or interest herein and shall not assign
                  this
                  Lease or sublet the Demised Premises or any part thereof without
                  the prior
                  consent in writing of the Landlord, which consent, subject as hereinafter
                  provided, shall not be unreasonably withheld; PROVIDED that the
                  Tenant
                  shall at the time the Tenant shall request the consent of the Landlord,
                  deliver to the Landlord such information in writing (herein called
                  the
                  "Required Information") as the Landlord may reasonably require
                  respecting
                  the proposed assignee or subtenant including the name, address,
                  nature of
                  business, financial responsibility and standing of such proposed
                  assignee
                  or subtenant; PROVIDED FURTHER that after receiving such request,
                  the
                  Landlord shall have the right, at its option, to terminate this
                  Lease by
                  giving, within ten (10) days after receiving the Required Information,
                  not
                  less than thirty (30) nor more than sixty (60) days written notice
                  of
                  termination to the Tenant. In the event of such termination the
                  rent and
                  other payments required to be made by the Tenant hereunder shall
                  be
                  adjusted to the date of termination. For the purposes of this Lease
                  "related or subsidiary companies owned by the Tenant" shall include
                  any
                  business or company operated in accordance with paragraph 2.01
                  hereof and
                  owned or controlled by the Officers of the Tenant or their respective
                  holding Corporations.

              
	 	 
	
                6.06.02

              	
                In
                  no event shall any assignment of this Lease, or any subletting
                  or parting
                  with possession of the Demised Premises or any part thereof, whether
                  the
                  Landlord has consented to the same or not, release or relieve the
                  Tenant
                  from its obligations to perform fully all of the terms, covenants
                  and
                  conditions of this Lease on its part to be performed and in any
                  event the
                  Tenant shall be liable for the Landlord's reasonable costs incurred
                  in
                  connection with the Tenant's request for
                  consent.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -7-

        

      

      


      


      
        	
                6.06.03

              	
                If
                  the Tenant is a non-reporting or closely held company, any change
                  in the
                  control of such company shall be deemed, for the purposes hereof,
                  to be an
                  assignment of this Lease.

              
	 	 
	
                6.07

              	
                The
                  Tenant shall indemnify and save harmless the Landlord from any
                  and all
                  liabilities, damages, costs, claims, suits or actions growing out
                  of:

              


      

      


      
        	 	
                a)

              	
                any
                  breach, violation, or non-performance of any covenant, condition
                  or
                  agreement in this Lease set forth and contained on the part of
                  the Tenant,
                  to be fulfilled, kept, observed and performed;

              
	 	 	 
	 	
                b)

              	
                any
                  damage to property while said property shall be in or about the
                  Project
                  and/or on the Lands; and

              
	 	 	 
	 	
                c)

              	
                any
                  injury to any licensee, invitee, agent or employee of the Tenant,
                  including death resulting at any time therefrom, occurring in or
                  about the
                  Project and/or on the Lands.

              


      

      


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

              
	 	 
	
                6.08.01

              	
                The
                  Tenant shall institute and maintain at the Tenant's sole
                  expense:

              


      

      


      
        	 	
                a)

              	
                i)

              	
                general
                  public liability and property damage insurance against claims for
                  personal
                  injury, death or property damage in the amount of Five Million
                  Dollars
                  ($5,000,000.00) in respect of occurrences on or about the Development;
                  and

              
	 	 	 	 
	 	 	
                ii)

              	
                plate
                  glass insurance, for the benefit of the Landlord, any and all mortgagees
                  of the Landlord (the "Mortgagee") and the Tenant, covering all
                  plate glass
                  and exterior doors in the Premises, including plate glass windows
                  and
                  doors, in an amount equal to the full insurable value
                  thereof;

              


      

      


      
        	 	
                b)

              	
                Comprehensive
                  general public liability (covering personal and bodily injury),
                  death and
                  property damage) on an occurrence basis with respect to all construction,
                  installation, and alterations done in the Premises by the Tenant,
                  the
                  business conducted in or from the Premises, and the Tenant's use
                  and
                  occupancy thereof and of the Premises, of not less than Five Million
                  Dollars ($5,000,000.00) or such greater amount as the Landlord,
                  acting
                  reasonably, may require;

              
	 	 	 
	 	
                c)

              	
                Insurance
                  of not less than One Million Dollars ($1,000,000.00) or such greater
                  amount as the Landlord, acting reasonably, may require in respect
                  of fire,
                  environmental impairment liability, and such other perils as are
                  from time
                  to time defined in the usual extended coverage endorsement covering
                  the
                  Tenant's trade fixtures and the furniture and equipment of the
                  Tenant and
                  all leasehold improvements of the Tenant, which shall contain a
                  waiver of
                  subrogation clause in favour of the Landlord, and shall include
                  the
                  Landlord and the Mortgagee as named insureds as the Landlord's
                  and the
                  Mortgagee's interest may appear with respect to insured leasehold
                  improvements, and shall provide that any proceeds recoverable in
                  the event
                  of loss to leasehold improvements shall be payable to the Landlord
                  and the
                  Mortgagee jointly but the Landlord and Mortgagee shall agree to
                  make
                  available such proceeds toward the repair or replacement of the
                  insured
                  property if this Lease is not terminated pursuant to any provision
                  hereof;

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          -8-

        

      

      


      
        	 	
                d)

              	
                 Tenant's
                  legal liability insurance for full replacement cost of the Premises;
                  and

              
	 	 	 
	 	
                e)

              	
                Any
                  other form of insurance that the Landlord, acting reasonably, requires
                  from time to time for risks against which a prudent tenant would
                  insure
                  and in respect of which insurance is
                  available.

              


      

      


      
        	 	
                All
                  insurance required to be maintained by the Tenant hereunder shall
                  be in
                  amounts and on terms satisfactory to the Landlord and the Mortgagee.
                  Such
                  insurance shall be by policies in form and content satisfactory
                  from time
                  to time to the Landlord and the Mortgagee, and with insurers acceptable
                  to
                  the Landlord and the Mortgagee, and shall provide that such insurers
                  shall
                  provide to the Landlord and the Mortgagee thirty (30) days prior
                  written
                  notice of cancellation or material alteration of such policies.
                  Each
                  policy shall name the Landlord and the Mortgagee as additional
                  insureds
                  except for coverage for Tenant's fixtures and furnishings and equipment
                  but including coverage for leasehold improvements in respect of
                  Landlord's
                  and the Mortgagee's insurable interests therein, and shall contain
                  a
                  waiver in subrogation in favour of the Landlord and the Mortgagee,
                  and
                  shall protect and indemnify the Landlord, the Mortgagee and the
                  Tenant.
                  The Tenant shall furnish to the Landlord certificates, or, if required
                  by
                  Landlord or the Mortgagee, the original policies (signed by the
                  insurers)
                  of the insurance from time to time required to be effected by the
                  Tenant
                  and evidence acceptable to the Landlord of their continuation in
                  force.

              
	 	 
	 	
                In
                  the event that the Tenant shall fail to insure and keep insured
                  as
                  hereinbefore provided in this Paragraph, the Landlord upon five
                  (5) days
                  prior notice in writing to the Tenant, shall be free to effect
                  such
                  insurance and the costs thereof, together with a sum equal to fifteen
                  percent (15%) of such costs as an administration fee, together
                  with
                  interest on all such costs at the Prime Rate from the date of payment
                  by
                  the Landlord to the date of reimbursement by the Tenant, to be
                  due and
                  payable forthwith on demand as additional rent
                  hereunder.

              
	 	 
	 	
                In
                  the event that the Landlord, the Mortgagee, and the Tenant have
                  claims to
                  be indemnified under any such insurance, the indemnity shall be
                  applied
                  first to the settlement of the claim of the Mortgagee and then
                  the
                  Landlord and the balance, if any, to the settlement of the claim
                  of the
                  Tenant.

              
	 	 
	
                6.08.02

              	
                All
                  insurance shall be effected with insurers and brokers and upon
                  terms and
                  conditions satisfactory to the Landlord and copies of all policies
                  or
                  certificate of all such insurance shall be delivered to the
                  Landlord.

              
	 	 
	
                6.08.03

              	
                All
                  policies of insurance shall contain a waiver of subrogation clause
                  in
                  favour of the Landlord and shall also contain a clause requiring
                  the
                  insurer not to cancel or change the insurance without first giving
                  the
                  Landlord thirty (30) days' prior written notice
                  thereof.

              
	 	 
	
                6.08.04

              	
                The
                  Tenant agrees that if it does not provide or maintain in force
                  such
                  insurance, the Landlord may take out the necessary insurance and
                  pay the
                  premium therefor for periods of one (1) year at a time, and the
                  Tenant
                  shall pay to the Landlord as additional rent the amount of such
                  premium
                  immediately on demand.

              
	 	 
	
                6.08.05

              	
                In
                  the event that both the Landlord and the Tenant have claims to
                  be
                  indemnified under any such insurance, the indemnity shall be applied
                  first
                  to the settlement of the claim of the Landlord and the balance,
                  if any, to
                  the settlement of the claim of the
                  Tenant.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -9-

        

      

      


      
        	
                6.09

              	
                The
                  Tenant agrees that all goods, chattels and fixtures when moved
                  into the
                  Demised Premises shall not, except in the normal course of business,
                  be
                  removed from the Demised Premises until all rent due or to become
                  due
                  during the Term of this Lease and all utility charges are fully
                  paid.

              
	 	 
	
                6.10.01

              	
                The
                  Tenant shall, during the said Term, well and sufficiently repair,
                  maintain, amend and keep the Demised Premises, with the appurtenances
                  and
                  all fixtures, in good and substantial repair when, where and so
                  often as
                  need shall be, reasonable wear and tear and damage by fire and
                  other risks
                  against which the Landlord is insured (hereinafter collectively
                  referred
                  to as "Tenant repair exceptions") only excepted.

              
	 	 
	
                6.10.02

              	
                The
                  Landlord and its agents shall have the right at all reasonable
                  times
                  during the said Term, to enter the Demised Premises to examine
                  the
                  condition thereof, provided that the Landlord shall do so without
                  unreasonable interference with or interruption of the Tenant's
                  business,
                  and further, that all want of reparation that upon such view shall
                  be
                  found, and for the amendment of which notice in writing shall be
                  left at
                  the Demised Premises, the Tenant shall well and sufficiently repair
                  and
                  make good accordingly, as expeditiously as possible but in any
                  event
                  within the time provided for by the Landlord.

              
	 	 
	
                6.10.03

              	
                Notwithstanding
                  anything to the contrary herein contained, if the Project or the
                  Building
                  or any part thereof or any appurtenance thereto, gets out of repair
                  or
                  becomes damaged or destroyed through the negligence, carelessness
                  or
                  misuse of the Tenant, its servants, agents, employees, customers,
                  licensees, invitees or any person for whom the Tenant is in law
                  responsible, than all necessary repairs, replacements or alterations
                  shall
                  at the sole option of the Landlord, be made either by the Landlord
                  or the
                  Tenant, but in any event, the expense thereof shall be borne by
                  the Tenant
                  who shall pay the same to the Landlord forthwith on demand and
                  the same
                  shall be collectible by the Landlord from the Tenant as if rent
                  in
                  arrears; subject always to paragraph 6.10.04.

              
	 	 
	
                6.10.04

              	
                The
                  Tenant shall, when necessary and whether upon receipt of notice
                  from the
                  Landlord or not, effect and pay for such repairs, replacements
                  or
                  alterations as may be the responsibility of the Tenant under this
                  Lease by
                  the use of contractors or other qualified workers designated or
                  approved
                  by the Landlord in writing; in the event that the Tenant fails
                  to comply
                  with the Landlord's request to effect such repairs, replacements
                  or
                  alterations within the time provided for by the Landlord, then
                  the
                  Landlord may cause such repairs, replacements or alterations to
                  be
                  undertaken. In that event, then the Landlord shall be entitled
                  to recover
                  from the Tenant a fee of supervision for the carrying out of such
                  repairs,
                  replacements or alterations, such fee to be an amount equal to
                  fifteen per
                  cent (15%) of the moneys expended or of the cost of repairs, replacements
                  or alterations carried out by or under the supervision of the Landlord,
                  which amount shall be in addition to the cost of such work or moneys
                  expended, and the cost of such work or moneys expended together
                  with the
                  said fee shall be collectible by the Landlord from the Tenant as
                  if rent
                  in arrears. The rent hereunder shall in no way abate while such
                  repairs,
                  replacements or alterations are being made by reason of loss or
                  interruption of the business of the Tenant because of the prosecution
                  of
                  any such work.

              
	 	 
	
                6.11.01

              	
                The
                  Tenant shall not use the Demised Premises nor suffer or permit
                  the Demised
                  Premises to be used for any other purpose other than that provided
                  for in
                  paragraph 2.01, nor shall the

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -10-

        

      

      


      
        	 	
                Tenant
                  use the Demised Premises in any way which will impair the efficient
                  and
                  proper operation of the sprinkler system in the
                  Building.

              
	 	 
	
                6.11.02

              	
                The
                  Tenant shall commence the use of the Demised Premises referred
                  to in
                  paragraph 2.01 within thirty (30) days from the commencement date
                  of the
                  Term and shall carry on such use continuously during the said
                  Term.

              
	 	 
	
                6.12

              	
                The
                  Tenant shall not paint, display, inscribe, place or affix any sign,
                  picture, advertisement, notice, lettering or direction on any part
                  of the
                  outside of the Building or the Project or visible from the outside
                  of the
                  Building or the Project or in any corridor, hallway, entrance or
                  other
                  public part of the said Building or Project; without the prior
                  written
                  consent and approval of the Landlord, such consent and approval
                  shall not
                  unreasonably withheld.

              
	 	 
	
                6.13.01

              	
                The
                  Tenant shall not without the prior written consent of the Landlord,
                  which
                  consent shall not be unreasonably withheld, make any installations,
                  alterations, repairs or improvements in or to the Demised Premises.
                  The
                  Tenant shall submit to the Landlord detailed plans and specifications
                  of
                  any such work when applying for consent, and the Landlord reserves
                  the
                  right to recover from the Tenant the cost of having its architects
                  or
                  engineers examine such plans and specifications. The Landlord may
                  require
                  that any or all work to be done, or materials to be supplied hereunder
                  shall be done or supplied by the Landlord's contractors and/or
                  workers or
                  by contractors and/or workers engaged by the Tenant but first approved
                  by
                  the Landlord. In any event, any or all work to be done or materials
                  to be
                  supplied hereunder shall be at the sole cost and expense of the
                  Tenant and
                  shall be done and supplied and paid for in the manner and according
                  to
                  such terms and conditions, if any, as the Landlord may prescribe.
                  Any
                  connections of apparatus to the electrical system other than a
                  connection
                  to an existing base receptacle shall be deemed to be an alteration
                  within
                  the meaning of this paragraph. No connections to an existing base
                  receptacle shall be made if such connection would, if made, overload
                  the
                  capacity of such receptacle.

              
	 	 
	
                6.13.02

              	
                The
                  Tenant shall promptly pay all charges incurred by the Tenant for
                  any work,
                  materials or services that may be done, supplied or performed in
                  respect
                  of the Demised Premises and shall forthwith discharge any liens
                  at any
                  time filed against the Lands, the Project, or the Building and
                  keep the
                  Lands, the Project and the Building of which the Demised Premises
                  forms a
                  part free from liens and in the event that the Tenant fails to
                  do so, the
                  Landlord may, but shall be under no obligation to, pay into Court
                  the
                  amount required to obtain a discharge of any such lien in the name
                  of the
                  Tenant and any amount so paid together with all disbursements and
                  costs in
                  respect of such proceedings on a solicitor and client basis shall
                  be
                  forthwith due and payable by the Tenant to the Landlord as additional
                  rent. The Tenant shall allow the Landlord to post and keep posted
                  on the
                  Demised Premises any notices that the Landlord may desire to post
                  under
                  the provisions of applicable builders' or mechanics' lien or other
                  legislation.

              
	 	 
	
                6.13.03

              	
                The
                  Tenant shall not without the prior written consent of the Landlord
                  such
                  consent shall not be unreasonably withheld, put up any window drapes,
                  blinds, awnings or other similar things or cover the floors with
                  anything
                  other than loose rugs.

              
	 	 
	
                6.14.01

              	
                The
                  Tenant shall, at the expiration or sooner termination of the said
                  Term,
                  peaceably surrender and yield up unto the Landlord the Demised
                  Premises
                  with the appurtenances, together with all fixtures or erections
                  which at
                  any time during the said Term shall be
                  made

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -11-

        

      

      


      
        	 	
                therein
                  or thereon (other than Tenant's or trade fixtures removed pursuant
                  to
                  paragraph 8.11) in good and substantial repair and condition, except
                  said
                  Tenant repair exceptions, and deliver to the Landlord all keys
                  to the
                  Demised Premises which the Tenant has in its
                  possession.

              
	 	 
	
                6.14.02

              	
                The
                  Tenant shall immediately before the expiration or sooner termination
                  of
                  the said Lease wash the floors, windows, doors, walls and woodwork
                  of the
                  Demised Premises. The Tenant further covenants that the Tenant
                  will not
                  upon such expiration or sooner termination leave upon the Demised
                  Premises
                  any rubbish or waste material and will leave the said Demised Premises
                  in
                  a clean and tidy condition.

              
	 	 
	
                6.15

              	
                The
                  Tenant shall pay all rates and charges for water, gas and electric
                  light
                  and/or power, heating fuel, telephone or other utilities supplied
                  to or
                  used in the Demised Premises as a separately metered or separately
                  invoiced by the supplier thereof, and, if not so separately metered
                  or
                  invoiced, the Tenant's Proportionate Share of such rates and charges;
                  PROVIDED HOWEVER that if the Tenant is an excessive user of any
                  such
                  utilities, the Tenant shall be charged accordingly.

              
	 	 
	
                6.16.01

              	
                The
                  Tenant shall take good care of the Demised Premises and keep same
                  in a
                  clean, tidy and healthy condition.

              
	 	 
	
                6.16.02

              	
                The
                  Tenant shall at its own expense be responsible for and shall maintain
                  and
                  replace from time to time as may be reasonably necessary during
                  the term
                  of this Lease all light fixtures, tubes, ballasts, starters and
                  fuses in
                  the Demised Premises. The Landlord shall have the right to attend
                  to such
                  maintenance and replacements, but the expense thereof shall remain
                  the
                  responsibility of the Tenant.

              
	 	 
	
                6.16.03

              	
                The
                  Tenant shall at its own expense replace or repair, under the direction
                  and
                  to the reasonable satisfaction of the Landlord, the glass, locks
                  and
                  trimmings of the doors and windows in or upon the Demised Premises,
                  which
                  become damaged or broken.

              
	 	 
	
                6.16.04

              	
                The
                  Tenant shall not allow any ashes, refuse, garbage or other loose
                  or
                  objectionable material to accumulate in or about the Demised
                  Premises.

              
	 	 
	
                6.16.05

              	
                The
                  Tenant shall place in containers of a type approved by the Landlord
                  all
                  garbage and refuse and such containers shall be deposited for pick-up
                  at
                  such times and places as are designated in writing from time to
                  time by
                  the Landlord.

              
	 	 
	
                6.16.06

              	
                The
                  Tenant shall maintain in good operating condition and to the satisfaction
                  of the Landlord the water, sewer and gas connections and all other
                  mechanical systems in the Demised Premises and shall keep the same
                  in
                  clean and good working order. it is understood and agreed that
                  in case the
                  said fixtures and equipment or any part thereof shall be damaged
                  or
                  destroyed or become incapable of performing their function, the
                  Tenant
                  shall repair or replace the same to the satisfaction of the
                  Landlord.

              
	 	 
	
                6.16.07

              	
                The
                  Tenant shall make all repairs and replacements to the Demised Premises
                  made necessary by reason of burglary or attempted
                  burglary.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -12-

        

      

      


      
        	
                6.16.08

              	
                The
                  Tenant shall heat the Demised Premises at all reasonable times
                  and shall
                  maintain such heat at a temperature required to prevent damage
                  of any
                  nature or kind whatsoever to the Demised Premises, and if damage
                  does
                  occur to the Demised Premises due to the Tenant's failure to heat,
                  the
                  Tenant agrees to pay for the repairs arising thereby.

              
	 	 
	
                6.16.09

              	
                The
                  Tenant shall keep well painted the painted portions of the interior
                  of the
                  Demised Premises.

              
	 	 
	
                6.16.10

              	
                The
                  Tenant shall keep and maintain the washrooms in a sanitary condition,
                  and
                  shall not use the washrooms, or suffer or permit its customers,
                  licensees,
                  invitees, servants, agents, or employees to use the washrooms for
                  any
                  purpose other than the purpose for which they were
                  designed.

              
	 	 
	
                6.16.11

              	
                The
                  Tenant shall not do or suffer or permit any waste or damage, disfiguration
                  or injury to the Demised Premises or the fixtures and equipment
                  thereof or
                  permit or suffer any overloading of any floors thereof and shall
                  not place
                  in, on or about the Demised Premises any fixtures, equipment, machinery
                  or
                  materials of a weight beyond the capacity for which the Building
                  is
                  designed, or to the extent that will cause damage to the Building
                  or cause
                  excessive vibration. The Tenant shall repair any damage done to
                  the
                  Demised Premises or the Building by reason of any excessive weight
                  placed
                  in the Demised Premises or excessive vibration caused in the Demised
                  Premises.

              
	 	 
	
                6.17

              	
                The
                  Tenant shall examine the Demised Premises and the Building before
                  taking
                  possession hereunder and such taking of possession will be, in
                  the absence
                  of agreement in writing to the contrary, evidence as against the
                  Tenant
                  that at the time thereof the Demised Premises and the Building
                  were in
                  good order and satisfactory condition. Not withstanding the foregoing
                  the
                  Tenant will have 30 days from the date of possession to advise
                  the
                  Landlord, in writing, of any deficiencies. No promise of the Landlord
                  to
                  alter, remodel or improve the Demised Premises or the Building
                  and no
                  representation respecting the condition of the Demised Premises
                  or the
                  Building has been made by the Landlord other than those contained
                  herein
                  or made a part hereof.

              
	 	 
	
                6.18

              	
                The
                  Tenant shall not cause or suffer or permit any oil or grease or
                  any
                  harmful, objectionable, dangerous, poisonous or explosive matter
                  or
                  substance to be discharged into the Demised Premises or the Building
                  or
                  the Project or into the driveways, common areas, ditches, water
                  courses,
                  culverts, drains or sewers in or adjacent thereto, and will take
                  all
                  reasonable measures for insuring that any effluent discharged will
                  not be
                  corrosive, poisonous or otherwise harmful, or cause obstruction,
                  deposit
                  or pollution within the Demised Premises, or the Building, or the
                  Project
                  or the driveways, common areas, ditches, water courses, culverts,
                  drains
                  or sewers thereof.

              
	 	 
	
                6.19.01

              	
                The
                  Tenant shall not permit any vehicles belonging to the Tenant, its
                  customers, invitees, licensees, agents or servants to cause obstruction
                  on
                  any roads, driveways or common areas in the neighbourhood of the
                  Project
                  or prevent the ingress or egress to all other tenants in the Building
                  and
                  the Project and will use its best endeavours to ensure that persons
                  doing
                  business with the Tenant and its servants and workers shall not
                  permit any
                  vehicles to cause such obstruction as
                  aforesaid.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -13-

        

      

      


      
        	
                6.19.02

              	
                The
                  Tenant shall not place, nor suffer or permit its customers, invitees,
                  licensees, agents or servants to place any materials in the yard
                  or yards
                  of the Project or the adjacent driveways, parking or common areas
                  thereof
                  and shall cause no obstruction to vehicles operating on the said
                  adjacent
                  driveways, parking or common areas.

              
	 	 
	
                6.20

              	
                The
                  Tenant shall not at any time during the Term of this Lease, permit
                  any
                  sale by auction to be held within the Demised Premises or upon
                  the Lands
                  or any part thereof.

              


      

      


      ARTICLE
        VII - LANDLORD'S COVENANTS

      


      
        	 	
                The
                  Landlord covenants with the Tenant that:

              
	 	 
	
                7.00

              	
                The
                  Tenant, paying the rent hereby reserved and performing the covenants
                  herein on the Tenant's part contained, shall and may peaceably
                  posses and
                  enjoy the Demised Premises for the Term hereby granted without
                  any
                  interruption or disturbance from the Landlord or any other person
                  or
                  persons lawfully claiming by, from or under the Landlord; SUBJECT
                  ALWAYS
                  to the terms, covenants and conditions contained in this
                  Lease.

              
	 	 
	
                7.01

              	
                The
                  Landlord shall pay or cause to be paid Taxes as defined in Paragraph
                  4.04
                  hereof, subject to contribution by the Tenant as provided in Paragraph
                  5.02 hereof.

              
	 	 
	
                7.02

              	
                The
                  Landlord shall manage, operate, maintain, repair and replace the
                  Building,
                  the Project and the Lands subject to the cost and expense thereof
                  being
                  contributed to by the Tenant as provided in paragraph 5.03
                  hereof.

              
	 	 
	
                7.03

              	
                The
                  Landlord:

              


      

      


      
        	 	
                a)

              	
                Shall
                  institute and maintain insurance for fire and extended coverage
                  in respect
                  of any improvements to the Lands and Premises and all equipment,
                  fixtures
                  and machinery thereon, other than equipment, fixtures and machinery
                  owned
                  or place thereon by the Tenant and other tenants of the
                  Building.

              
	 	 	 
	 	
                b)

              	
                Shall
                  institute and maintain general public liability and property damage
                  insurance against claims for personal injury, death or properly
                  damage in
                  respect of occurrences on or about the Development; and

              
	 	 	 
	 	
                c)

              	
                Shall
                  institute and maintain such other insurance as the Landlord considers
                  prudent or necessary or as its mortgagees may
                  require.

              


      

      


      ARTICLE
        VIII - MUTUAL COVENANTS

      


      
        	 	
                The
                  parties hereto agree each with the other as follows:

              
	 	 
	
                8.00.01

              	
                If
                  during the Term hereby demised or any renewal thereof the Demised
                  Premises
                  shall be damaged or destroyed by a peril or perils in respect of
                  which the
                  Landlord is insured, the rent shall abate in the proportion that
                  the part
                  of the Demised Premises rendered unfit for occupancy bears to the
                  whole of
                  the Demised Premises until the Demised Premises
                  are

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          -14-

        

      

      


      
        	 	
                rebuilt;
                  and the Landlord agrees that it will with reasonable diligence
                  repair the
                  Demised Premises unless the Tenant is obligated to repair under
                  the terms
                  hereof or unless this Lease is terminated as hereinafter provided;
                  subject
                  always to the provisions of paragraphs 8.00.02 and
                  8.00.03.

              
	 	 
	
                8.00.02

              	
                If
                  the Demised Premises or the Building of which the Demised Premises
                  forms a
                  part or the Project are damaged or destroyed by any cause whatsoever
                  and
                  if in the opinion of the Landlord reasonably arrived at, the Demised
                  Premises cannot be rebuilt or made fit for the purposes of the
                  Tenant, or
                  any other premises in the Building or the Project cannot be rebuilt,
                  within ninety (90) days of the damage or destruction, the Landlord
                  may, at
                  its option, terminate this Lease by giving the Tenant within thirty
                  (30)
                  days of such damage or destruction notice of termination and thereupon
                  the
                  rent, additional rent and any other payments for which the Tenant
                  is
                  liable under this Lease shall be apportioned and paid to the date
                  of such
                  damage or destruction and the Tenant shall immediately deliver
                  up
                  possession of the Demised Premises to the Landlord; PROVIDED that
                  notwithstanding the termination of this Lease as in this paragraph
                  set
                  forth, the Tenant shall remain liable for any outstanding obligations
                  of
                  the Tenant under this Lease as at the time of such
                  termination.

              
	 	 
	
                8.00.03

              	
                If
                  the Building or part thereof shall be damaged or destroyed and
                  such damage
                  or destruction shall, in the opinion of the Landlord, materially
                  interfere
                  with the enjoyment of the Demised Premises by the Tenant, the rent
                  in
                  respect of the Demised Premises shall abate in proportion to such
                  interference during the period such interference shall
                  continue.

              
	 	 
	
                8.01

              	
                The
                  Landlord and Tenant agree that during the Term of this Lease the
                  Tenant
                  and the employees, agents, customers, licensees and invitees respectively
                  of the Tenant shall have the rights and shall comply with the provisions
                  set forth in the Second Part of Schedule "A" hereto annexed, subject
                  as
                  set forth in this Lease, including said part of said Schedule "A";
                  said
                  Schedule "A" shall be deemed to be a part of this
                  Lease.

              
	 	 
	
                8.02.01

              	
                The
                  Landlord shall have the right to make additions to and/or improvements
                  or
                  installations in and/or repairs to the Building and/or the Project
                  and/or
                  the common outside areas and whenever reference is made in this
                  Lease to
                  the Building or the Project or the common outside areas, it shall
                  mean the
                  Building and/or the Project and/or the common outside areas as
                  the same
                  may be changed, added to or improved from time to time and in relation
                  to
                  any such additions, improvements, installations, or repairs the
                  Landlord
                  may cause such reasonable obstructions of and interference with
                  the use or
                  enjoyment of the Project, the Building, the Demised Premises and/or
                  common
                  outside areas as may be reasonably necessary for the purposes aforesaid
                  and may interrupt or suspend the supply of electricity, water or
                  other
                  services when necessary and until said additions, improvements,
                  installations or repairs shall have been completed, there shall
                  be no
                  abatement in rent nor shall the Landlord be liable by reason thereof;
                  PROVIDED that all such additions, improvements, installations or
                  repairs
                  shall be made as expeditiously as reasonably possible.

              
	 	 
	
                8.02.02

              	
                The
                  Landlord and any persons authorized by the Landlord shall have
                  the right
                  to use, install, maintain and/or repair pipes, wires, ducts or
                  other
                  installations in, under or through the Demised Premises for or
                  in
                  connection with the supply of any services to the Demised Premises
                  or any
                  other premises in the Building. Such services shall include, without
                  limiting the generality of the foregoing, gas, electricity, water,
                  sanitation, telephone, heating, air conditioning and ventilation.
                  The rent
                  hereunder shall in no way abate while such
                  use,

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -15-

        

      

      


      
        	 	
                installation,
                  maintenance and/or repair is being carried out, by reason of loss
                  or
                  interruption of the business of the Tenant because of the prosecution
                  of
                  any such work.

              
	 	 
	
                8.02.03

              	
                The
                  Landlord and any persons authorized by the Landlord shall have
                  the right
                  to enter upon the Demised Premises to make such decorations, repairs,
                  alterations, improvements or additions as it may deem advisable
                  and the
                  Landlord or any persons authorized by the Landlord shall be allowed
                  to
                  take all material into and upon the Demised Premises that may be
                  required
                  therefor. The rent hereunder shall in no way abate while such decorations,
                  repairs, alterations, improvements or additions are being made
                  by reason
                  of loss or interruption of the business of the Tenant because of
                  the
                  prosecution of any such work.

              
	 	 
	
                8.03

              	
                During
                  the Term hereby created any person or persons may inspect the Demised
                  Premises and all parts thereof at all reasonable times on producing
                  a
                  written order to that effect signed by the Landlord or its agents,
                  provided that the Landlord shall do so without unreasonable interference
                  with or interruption of the Tenant's business. The Landlord shall
                  have the
                  right during the last three (3) months of the said Term to place
                  upon the
                  Demised Premises a notice of reasonable dimensions and reasonably
                  placed
                  so as not to interfere with the business of the Tenant, stating
                  that the
                  Demised Premises are for rent and further provided that the Tenant
                  will
                  not remove such notice or permit the same to be
                  removed.

              
	 	 
	
                8.04

              	
                If
                  the Tenant shall fail to perform or cause to be performed each
                  and every
                  one of the covenants and obligations of the Tenant in this Lease
                  contained
                  the Landlord shall have the right (hut shall not be obligated)
                  to perform
                  or cause the same to be performed to do or cause to be done such
                  things as
                  may be necessary or incidental thereto (including without limiting
                  the
                  foregoing, the right to make repairs, installations, erections
                  and expend
                  moneys) and all payments, expenses, charges, fees and disbursements,
                  including reasonable solicitors' fees and disbursements, incurred
                  or paid
                  by on or behalf of the Landlord in respect thereof shall be paid
                  by the
                  Tenant to the Landlord forthwith.

              
	 	 
	
                8.05.01

              	
                It
                  is hereby expressly agreed, that if and whenever the rent hereby
                  reserved,
                  or any part thereof, shall be unpaid for seven (7) days after any
                  of the
                  days on which the same ought to have been paid, although no formal
                  demand
                  shall have been made therefor, or in case of the breach or non-performance
                  of any of the covenants or agreements herein contained on the part
                  of the
                  Tenant or if the Demised Premises are vacated or become vacant
                  or remain
                  unoccupied for five (5) days or are not used for the purpose specified
                  then and in any of such cases it shall he lawful for the Landlord
                  at any
                  time thereafter, into and upon the Demised Premises or any part
                  thereof,
                  in the name of the whole to re-enter, and the same to have again,
                  repossess and enjoy, as of the Landlord's former estate, anything
                  hereinafter contained to the contrary notwithstanding.

              
	 	 
	
                8.05.02

              	
                Should
                  the Landlord elect to re-enter, as herein provided, or should it
                  take
                  possession pursuant to legal proceedings or pursuant to any notice
                  provided for by law, it may either terminate this Lease or it may
                  from
                  time to time without terminating this Lease make such alterations
                  and
                  repairs as may be necessary in order to relet the Demised Premises,
                  and
                  may relet the Demised Premises or any part thereof for such term
                  or terms
                  (which may be for a term extending beyond the Term of this Lease)
                  at such
                  rental or rentals and upon such other terms and conditions as the
                  Landlord
                  in its sole discretion may deem advisable; upon each such reletting,
                  all
                  rents received by the Landlord from such reletting for the unexpired
                  portion of the Term shall be applied, first, to the payment of
                  any
                  indebtedness other than rent

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -16-

        

      

      


      
        	 	
                due
                  hereunder from the Tenant to the Landlord; secondly, to the payment
                  of any
                  costs and expenses of such reletting, including brokerage fees
                  and
                  solicitors' fees and of costs of such alterations and repairs;
                  thirdly, to
                  the payment of rent and additional rent due and unpaid hereunder;
                  and the
                  residue, if any, shall be held by the Landlord and applied in payment
                  of
                  future rent as the same may become due and payable hereunder. If
                  such
                  rents received from such reletting during any month be less than
                  that to
                  be paid during the month by the Tenant hereunder, the Tenant shall
                  pay all
                  such deficiency to the Landlord. Such deficiency shall be calculated
                  and
                  paid monthly. No such re-entry or taking possession of the Demised
                  Premises by the Landlord shall be construed as an election on its
                  part to
                  terminate this Lease unless a written notice of such intention
                  be given to
                  the Tenant or left on the Demised Premises. Notwithstanding any
                  such
                  reletting without termination, the Landlord may at any time thereafter
                  elect to terminate this Lease for such breach. Should the Landlord
                  at any
                  time terminate this Lease for any breach, in addition to any other
                  remedies it may have it may recover from the Tenant all damages
                  it may
                  incur by reason of such breach, including the cost of re-entering
                  the
                  Demised Premises, reasonable solicitors' fees, and including the
                  worth at
                  the time of such termination of the excess, if any, of the amount
                  of rent
                  charges equivalent to rent reserved in this Lease for the remainder
                  of the
                  stated Term over the then reasonable rental value of the Demised
                  Premises
                  for the remainder of the stated Term, all of which amounts shall
                  be
                  immediately due and payable by the Tenant to the
                  Landlord.

              
	 	 
	
                8.06

              	
                In
                  consideration of the premises and of the leasing and letting by
                  the
                  Landlord to the Tenant of the Demised Premises for the Term hereby
                  created
                  (and it is upon that express understanding that these presents
                  are entered
                  into), notwithstanding anything contained in any Statute or in
                  any Statute
                  which may hereafter be passed, none of the goods or chattels of
                  the Tenant
                  at any time during the continuance of the Term hereby created on
                  the
                  Demised Premises shall be exempt from levy by distress for rent
                  in arrears
                  by the Tenant as provided for in any such Statute or any amendment
                  or
                  amendments thereto and upon any claim being made for such exemption
                  by the
                  Tenant or on distress being made by the Landlord this covenant
                  and
                  agreement may be pleaded as an estoppel against the Tenant in any
                  action
                  brought to test the right to the levying upon any such goods as
                  are named
                  as exempted in any such Statute or amendment or amendments thereto;
                  the
                  Tenant waiving as the Tenant hereby does all and every benefit
                  that could
                  or might have accrued to the Tenant under and by virtue of any
                  such
                  Statute or any amendment or amendments thereto but for this
                  covenant.

              
	 	 
	
                8.07

              	
                If
                  the Term hereby granted shall be at any time seized or taken in
                  execution
                  or in attachment by any creditor of the Tenant or if the Tenant
                  shall make
                  any assignment for the benefit of creditors, or becoming bankrupt
                  or
                  insolvent shall take the benefit of any Act that may be in force
                  for
                  bankrupt or insolvent debtors, or if the Tenant should abandon
                  the Demised
                  Premises then in any such case the said Term shall at the option
                  of the
                  Landlord, immediately become forfeited and void and the then current
                  month's rent and the rent for the three (3) months next following
                  shall
                  immediately become due and payable and in such case it shall be
                  lawful for
                  the Landlord at any time thereafter into and upon the Demised Premises,
                  or
                  any part thereof, in the name of the whole to re-enter and the
                  same to
                  have again, repossess and enjoy as of its former estate anything
                  herein
                  contained to the contrary notwithstanding.

              
	 	 
	
                8.08

              	
                In
                  case of removal by the Tenant of the goods and chattels of the
                  Tenant from
                  off the Demised Premises, the Landlord may follow the same for
                  thirty (30)
                  days.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -17-

        

      

      


      
        	
                8.09

              	
                Any
                  condoning, excusing or overlooking by the Landlord of any default,
                  breach
                  or non-observance by the Tenant at any time or times in respect
                  of any
                  covenant, proviso or condition herein contained shall not operate
                  as a
                  waiver of the Landlord's rights hereunder in respect of any subsequent
                  default, breach or non-observance nor so as to defeat or affect
                  in any way
                  the rights of the Landlord hereunder in respect of any subsequent
                  default,
                  breach or non-observance.

              
	 	 
	
                8.10

              	
                If
                  at the expiration of the Term of this Lease the Tenant shall hold
                  over
                  with the consent of the Landlord, the tenancy of the Tenant thereafter
                  shall, in the absence of written agreement to the contrary, be
                  from month
                  to month only at a rental per month equal to one-tenth (1/10) of
                  the
                  rental payable for the year immediately preceding such expiration,
                  payable
                  monthly in advance on the first day of each month and shall be
                  subject to
                  all other terms and conditions of this Lease.

              
	 	 
	
                8.11

              	
                Subject
                  to Paragraph 6.09 hereof the Tenant may at the expiration of the
                  Term
                  hereby granted, take, remove and carry away from the Demised Premises
                  all
                  fixtures, fittings, shelving, counters or other articles upon the
                  Demised
                  Premises in the nature of trade or Tenants' fixtures, but the Tenant
                  shall
                  in such removal do no damage to the Demised Premises, or shall
                  make good
                  any damage which the Tenant may occasion thereto; PROVIDED that
                  the Tenant
                  shall not remove or carry away from the Demised Premises any Building
                  or
                  any plumbing, heating, air conditioning or ventilating plant or
                  equipment
                  or other Building services; PROVIDED FURTHER that notwithstanding
                  anything
                  herein contained the Landlord shall have the right upon the termination
                  of
                  this Lease by effluxion of time or otherwise to require the Tenant
                  to
                  remove its installations, alterations, additions, partitions and
                  fixtures
                  or anything in the nature of leasehold improvements made or installed
                  by
                  the Tenant or by the Landlord on behalf of the Tenant and to make
                  good any
                  damage caused to the Demised Premises by such removal.

              
	 	 
	
                8.12

              	
                Notwithstanding
                  anything to the contrary in the Lease contained, if either party
                  hereto
                  shall he bona fide delayed or hindered in or prevented from the
                  performance of any term, covenant or act required hereunder by
                  reason of
                  strikes, labour troubles, inability to procure materials or services,
                  failure of power, restrictive governmental laws or regulations,
                  riots,
                  insurrection, sabotage, rebellion, war, act of God, or other reason
                  whether of a like nature or not, not the fault of the party delayed
                  in
                  performing work or doing acts required under the terms of this
                  Lease, then
                  performance of such terms, covenants or acts shall be excused for
                  the
                  period of the delay and the period for the performance of any such
                  terms,
                  covenants or acts shall be extended for a period equivalent to
                  the period
                  of such delay. The provisions of this paragraph shall not operate
                  to
                  excuse the Tenant from the prompt payment of rent, additional rent,
                  or any
                  other amounts, which it is required by the terms of this Lease
                  to pay.
                  This paragraph shall not be construed to include in the reasons
                  for any
                  such delays, financial impecuniously or incapacity.

              
	 	 
	
                8.13

              	
                The
                  Landlord shall not be responsible in any way for any injury (including
                  death) to any person or for any logs of or damage to any property
                  belonging to the Tenant or to other occupants of the Demised Premises
                  or
                  the their prospective customers, invitees, licensees, agents, servants
                  or
                  any other persons from time to time attending at the Demised Premises
                  while such person or property is in or about the Building, the
                  Lands or
                  the Project or any roadways, parking areas, lawns, sidewalks, steps,
                  truckways, platforms, corridors or stairways in connection therewith,
                    including without limiting the foregoing, any loss of
                  or

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -18-

        

      

      


      
        	 	
                damage
                  to any such property caused by theft or breakage, or by steam,
                  water, rain
                  or snow which may leak into, issue or flow from any part of the
                  Building,
                  Lands or Project or any adjacent of neighbouring lands or premises
                  or from
                  any other place or quarter or for any loss of or damage caused
                  by or
                  attributable to the condition or arrangement of any electric or
                  other
                  wiring or for any damage caused by smoke or anything done or omitted
                  to be
                  done by the Landlord or by any other tenant of premises in the
                  Building or
                  the Project or for any other loss whatsoever with respect to the
                  Demised
                  Premises and/or any business carried on therein.

              
	 	 
	
                8.14

              	
                Under
                  no circumstances shall the Landlord be liable for indirect or
                  consequential damage or damages for personal discomfort, illness
                  or death
                  by reason of the non-performance or partial performance of any
                  covenants
                  of the Landlord herein contained including, without limiting the
                  generality of the foregoing, the heating of the Demised Premises
                  or other
                  operation of the air conditioning equipment, plumbing or other
                  equipment
                  in the Building or the Demised Premises.

              
	 	 
	
                8.15

              	
                This
                  Lease and the Schedules (including the rules and regulations) and
                  Riders,
                  if any, attached hereto and which form part hereof set forth all
                  the
                  covenants, promises, agreements, conditions and understandings
                  between the
                  Landlord and the Tenant concerning the Demised Premises and there
                  are no
                  covenants, promises, agreements, conditions or understandings,
                  either oral
                  or written, between them other than are herein set forth. Except
                  as herein
                  otherwise provided, no subsequent alteration, amendment, change
                  or
                  addition to this Lease shall be binding upon the Landlord or the
                  Tenant
                  unless in writing and signed by each of them except the rules and
                  regulations adopted and promulgated by the Landlord and in acceptance
                  with
                  the provisions of this Lease.

              
	 	 
	
                8.16

              	
                Upon
                  the request of the Landlord in writing, the Tenant shall make this
                  Lease
                  subject to and subordinate to all mortgages or like charges which
                  now or
                  hereafter during the term hereof shall be given by the Landlord
                  against
                  its interest in the Lands and Premises, and to all advances made
                  or to be
                  made thereunder, and shall execute promptly from time to time any
                  assurance that the Landlord may request to confirm this subordination
                  and
                  shall, if required by the Landlord, attorn to and become the tenant
                  or
                  licensee of any Mortgagee, provided always that in such event any
                  mortgagee shall first provide the Tenant with a non- disturbance
                  agreement
                  in favour of the Tenant under which the mortgagee will agree that
                  so long
                  as the Tenant is performing its obligations under the Lease, it
                  shall
                  enjoy quiet enjoyment of the Premises in accordance with the terms
                  of this
                  Lease, notwithstanding any default by the Landlord under any such
                  mortgage.

              
	 	 
	
                8.17

              	
                Any
                  notice herein provided for or given hereunder if given by the Tenant
                  to
                  the Landlord shall be sufficiently given if delivered or mailed
                  in Canada
                  by registered mail, postage prepaid to the Landlord at 2500 Seven
                  Evergreen Place, Winnipeg, Manitoba, R3L 2T3. Any notice herein
                  provided
                  for or given hereunder, if given by the Landlord to the Tenant,
                  shall be
                  sufficiently given if delivered or mailed as aforesaid addressed
                  to the
                  Tenant at the Demised Premises or left at the Demised Premises.
                  Any notice
                  mailed as aforesaid shall be conclusively deemed to have been given
                  on the
                  second business day following the day on which such notice is mailed
                  as
                  aforesaid. Either the Landlord or the Tenant may at any time give
                  notice
                  in writing to the other of any change of address of the party giving
                  such
                  notice and from and after the giving of such notice the address
                  therein
                  specified shall be deemed to be the address of such party for the
                  giving
                  of such notices thereafter. The word ''notice"
                  in

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -19-

        

      

      


      


      
        	 	
                this
                  paragraph shall be deemed to include any request, demand, direction
                  or
                  statement in writing in this Lease provided or permitted to be
                  given by
                  the Landlord to the Tenant or by the Tenant to the
                  Landlord.

              
	 	 
	
                8.18.01

              	
                All
                  payments required to be made by the Tenant under or in respect
                  of this
                  Lease shall be made, at such place or places as the Landlord may
                  designate
                  in writing, to the Landlord or to such agent or agents of the Landlord
                  as
                  the Landlord shall hereinafter from time to time direct in writing
                  to the
                  Tenant. The Tenant shall pay to the Landlord interest at the rate
                  of six
                  (6%) per cent per annum over the prime rate being charged by the
                  Landlord's bank, from time to time, on all payments of rent and
                  other sums
                  required to be made under the provisions of this Lease which have
                  become
                  overdue for any period longer than 30 days so long as such payments
                  remain
                  unpaid.

              
	 	 
	
                8.18.02

              	
                All
                  sums paid or expenses incurred hereunder by the Landlord, which
                  ought to
                  have been paid or incurred by the Tenant, or for which the Landlord
                  hereunder is entitled to reimbursement from the Tenant, and any
                  interest
                  owing to the Landlord hereunder may be recovered by the Landlord
                  as
                  additional rent by any and all remedies available to it for the
                  recovery
                  of rent in arrears.

              
	 	 
	
                8.19

              	
                In
                  the event of a sale or conveyance by the Landlord of the Lands
                  and/or the
                  Project in which the Building is located or in the event of an
                  assignment
                  of this Lease by the Landlord, the same shall operate to release
                  the
                  Landlord form any future liability upon any of the covenants or
                  conditions, express or implied, herein contained on the part of
                  the
                  Landlord, and in such event the Tenant agrees to look solely to
                  the
                  responsibility of the successor in interest of the Landlord. If
                  any
                  security is given by the Tenant to secure performance of the Tenant's
                  covenants hereunder, the Landlord may transfer such security, to
                  the
                  purchaser of the reversion and thereupon the Landlord shall be
                  discharged
                  from any further liability in reference thereto.

              
	 	 
	
                8.20

              	
                The
                  Tenant covenants and agrees with the Landlord at the request of
                  the
                  Landlord and at no expense to the Tenant to execute all consents,
                  sign all
                  subdivision plans and do all things necessary to permit subdivision
                  of the
                  Lands.

              
	 	 
	
                8.21

              	
                The
                  Tenant covenants and agrees with the Landlord that the Tenant shall
                  not
                  register this Lease, unless it shall be in such form as the Landlord
                  shall
                  approve, such approval shall not be unreasonably withheld; PROVIDED
                  ALWAYS
                  HOWEVER that if the Landlord requires that this Lease be registered
                  in the
                  appropriate Land Registry Office, or the Tenant requires that a
                  document
                  evidencing this Lease be registered in the appropriate Land Registry
                  Office, then all costs in connection therewith or incidental thereto,
                  including the cost of preparing all plans, surveys and other drawings
                  required for attachment to said lease or document for registration
                  purposes, reasonable solicitors' fees, and registration fees, shall
                  be
                  borne solely by the Tenant. Notwithstanding the provisions of paragraph
                  8.16, in the event that the Landlord requires this Lease to be
                  registered
                  in priority to any mortgage, trustee or trust indenture which may
                  now or
                  at any time hereafter affect in whole or in part the Demised Premises
                  or
                  the Building or the Project and whether or not any such mortgage,
                  trust
                  deed or trust indenture shall affect only the Demised Premises
                  or the
                  Building or the Project or shall be a blanket mortgage, trust deed
                  or
                  trust indenture affecting other premises as well, the Tenant covenants
                  and
                  agrees with the Landlord that the Tenant shall execute promptly
                  upon
                  request from the Landlord any certificate, priority agreement or
                  other
                  instrument which may

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -20-

        

      

      


      


      
        	 	
                from
                  time to time be requested to give effect thereto; the Tenant hereby
                  irrevocably appoints the Landlord as agent and attorney for the
                  Tenant
                  with full power and authority to execute the deliver such instruments
                  for
                  and in the name of the Tenant.

              
	 	 
	
                8.22

              	
                The
                  headings in this Lease form no part of this Lease and shall be
                  deemed to
                  have been inserted for convenience of reference only.

              
	 	 
	
                8.23

              	
                Unless
                  the context otherwise requires, the word "Landlord" wherever it
                  is used
                  herein shall be construed to include and shall mean the Landlord,
                  its
                  successors and/or assigns, and the word "Tenant" shall be construed
                  to
                  include and shall mean the Tenant and the executors, administrators,
                  successors and/or assigns of the Tenant and when there are two
                  or more
                  Tenants or two or more persons bound by the Tenant's covenants
                  herein
                  contained their obligations hereunder shall be joint and several;
                  the word
                  "Tenant" and the personal pronoun "it" relating thereto and used
                  therewith
                  shall be read and construed as Tenants, and "his", "her", "its"
                  or "their"
                  respectively, as the number and gender of the party or parties
                  referred to
                  each require and the number of the verb agreeing therewith, shall
                  be
                  construed and agree with the said word or pronoun so
                  substituted.

              
	 	 
	
                8.24

              	
                The
                  Tenant acknowledges and agrees that it is intended that this Lease
                  shall
                  be a completely carefree net lease for the Landlord except as expressly
                  herein set out and that the Landlord shall not be responsible during
                  the
                  Term hereof for any costs, charges, expenses and outlays of any
                  nature
                  whatsoever arising from or relating to the Demised Premises, or
                  the
                  contents thereof and without limiting the generality of the foregoing,
                  the
                  Tenant shall be liable for the payment of all charges, impositions
                  and
                  expenses of every nature and kind relating to the Demised Premises
                  and the
                  contents thereof and its Proportionate Share of all charges, impositions,
                  and expenses of every nature and kind relating to those parts of
                  the
                  Building, Project and Lands not intended for leasing and the Tenant
                  covenants with the Landlord accordingly.

              
	 	 
	
                8.25

              	
                This
                  Lease shall be construed and governed by the laws of the province
                  in which
                  the Demised Premises are located. All of the provisions of this
                  Lease are
                  to be construed as covenants and agreements as though the words
                  importing
                  such covenants and agreements were used in each separate paragraph
                  hereof.
                  Should any provision of this lease be illegal or unenforceable
                  it should
                  be considered separate and several from the Lease and its remaining
                  provisions shall remain in force and be binding upon the parties
                  hereto as
                  though the illegal or unenforceable provision had never been
                  included.

              
	 	 
	
                8.26

              	
                The
                  Landlord and Tenant agree that notwithstanding the occurrence or
                  existence
                  of any event or circumstance or the non-occurrence of any event
                  or
                  circumstance and so often and for as long as the same may occur
                  or
                  continue which, but for this paragraph, would frustrate or void
                  this
                  Lease, the obligations and liabilities of the Tenant hereunder
                  shall
                  continue in full force and effect as if such event or circumstance
                  had not
                  occurred or existed.

              
	 	 
	
                8.27

              	
                Time
                  shall be of the essence of this Lease.

              
	 	 
	
                8.28

              	
                This
                  Lease and everything herein contained shall enure to the benefit
                  of and be
                  binding upon the heirs, executors, administrators, successors,
                  assigns and
                  other legal representatives, as the case may be of each of the
                  parties
                  hereto, subject to the granting of consent by the Landlord as provided
                  in
                  paragraph 6.06.01 to any assignment or
                  sublease.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -21-

        

      

      


      
        	
                8.29

              	
                A
                  Rider consisting of three (3) pages with paragraphs numbered 9.01
                  to 9.11
                  is attached hereto and constitutes an integral part
                  hereof.

              


      

      


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

      


      


      
        	 	 	
                SHELTER
                  CANADIAN PROPERTIES LIMITED

              
	 	 	
                as
                  Managing Agent for

              
	 	 	
                HREIT
                  Holdings 65 Corporation

              
	 	 	 
	 	
                Per:

              	  
                
                

                TABITHA
                  DEAN

              
	 	 	
                Property
                  Manager - Commercial Properties

              
	 	 	 
	 	 	 
	 	
                Per:

              	   
                
                

                RICHARD
                  N. BLAIR, C.A.

              
	 	 	
                Senior
                  Vice President

              
	 	 	
                (c/s)

              
	 	 	 
	 	 	
                ADAPSYS
                  DOCUMENT MANAGEMENT LP

              
	 	 	 
	 	
                Per:

              	
                /s/
                  signature
                  

                

              
	 	 	 
	 	 	
                (c/s)

              
	 	 	 
	 	 	
                BPO
                  MANAGEMENT SERVICES INC.

              
	 	 	 
	 	
                Per:

              	   
                
                

              
	 	 	 
	 	 	
                (c/s)

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Referred
        to in attached Lease dated the 23 day of November 2007, between SHELTER CANADIAN
        PROPERTIES as agent for HREIT Holdings 65 Corporation, as Landlord and Adapsys
        Document Management LP, as Tenant (to be initialed by both parties for
        identification purposes).

      


      
        	
                9.01

              	
                Deposit

              
	 	 
	 	
                The
                  Landlord hereby acknowledges that the Tenant has provided a deposit
                  to
                  Colliers Pratt McGarry in the amount of TWENTY-EIGHT THOUSAND NINTY
                  DOLLARS ($28,090.00). Such deposit is to be applied towards the
                  first and
                  last months base rent, plus G.S.T. due under the Lease.

              
	 	 
	
                9.02

              	
                Early
                  Possession &
                  Fixturing Period

              
	 	 
	 	
                The
                  Tenant shall be permitted access and/or early possession of the
                  premises,
                  gross rent free to February 1, 2008, provided
                  that:

              


      

      


      
        	 	
                1.

              	
                The
                  Tenant has singed the Landlord's standard form of Lease;
                  and

              
	 	 	 
	 	
                2.

              	
                The
                  Tenant has provided to the Landlord a Certificate of Insurance,
                  evidencing
                  that adequate insurance, in accordance with the Lease, has been
                  placed as
                  of the date of access and/or
                  possession.

              


      

      


      
        	
                9.03

              	
                Roof
                  Rights

              
	 	 
	 	
                The
                  Tenant shall have the right, free of any rent, license fee or other
                  charge, to construct, install, operate, maintain and replace
                  communications equipment and related roof mount equipment ( the
                  "Equipment") on the roof of the Building, and to access and use
                  such
                  shafts, ducts, conduits and chase spaces in the building in order
                  to
                  connect the Equipment to the Premises or exterior land lines (the
                  "Connecting Equipment"). The Equipment and the Connecting Equipment
                  shall
                  be installed in accordance with applicable local rules, regulations
                  and
                  zoning ordinances. Before installing such Equipment and accessing
                  the
                  Connecting Equipment, the Tenant shall submit its plans to the
                  Landlord
                  for approval, which approval shall not be unreasonably withheld
                  or unduly
                  delayed.

              
	 	 
	 	
                The
                  Tenant shall have access to the Equipment and the Connecting Equipment
                  on
                  a 24-hour per day, 7-day per week basis, subject to the Landlord's
                  reasonable rules and regulations. Upon the termination or expiration
                  of
                  the Term or any Renewal Term, the Tenant shall remove the Equipment
                  and
                  shall restore the roof of the Building to materially the same condition
                  as
                  it was prior to the installation of the Equipment, but excepting
                  ordinary
                  wear and tear and damage by casualty.

              
	 	 
	 	
                The
                  Tenant's Roof Rights will be subject to the Tenant being responsible
                  for
                  the cost of any repairs with respect to damage which may occur
                  as result
                  of installing and operating any communications equipment and related
                  roof
                  mount equipment on the roof of the
                  building.

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          -2-

        

      

      


      


      
        	
                9.04

              	
                Tenant
                  Improvement
                  Allowance

              
	 	 
	 	
                The
                  Tenant shall receive a maximum of Twenty-One Dollars and Fifty
                  Cents
                  ($21.50), plus G.S.T. per square foot, towards the completion of
                  Tenant
                  Improvements to the premises.

              
	 	 
	 	
                Century
                  Properties Inc, shall be responsible for Sixteen Dollars and Fifty
                  Cents
                  ($16.50), plus G.S.T. and the Landlord shall be responsible for
                  Five
                  Dollars ($5.00), plus G.S.T.

              
	 	 
	
                9.05

              	
                Rent
                  Abatement

              
	 	 
	 	
                The
                  Tenant shall receive four (4) months rent free, from February 1,
                  2008 to
                  May 31, 2008, during which period the Tenant will be responsible
                  for
                  paying the required Additional Rent , plus applicable
                  G.S.T.

              
	 	 
	 	
                The
                  total amount of base rent for the period of February 1, 2008 to
                  May 31,
                  2008, plus applicable G.S.T., will be paid to the Landlord by Century
                  Properties Inc. prior to the Lease commencement date of February
                  1,
                  2008.

              
	 	 
	
                9.06

              	
                Restoration

              
	 	 
	 	
                The
                  Tenant shall be responsible for the restoration of the premises
                  upon the
                  removal of any leasehold improvements, furnishings, fixtures and/or
                  equipment during the term, any removal thereof, or upon the termination
                  and/or expiration of the term of any renewal thereof.

              
	 	 
	
                9.07

              	
                Renewal
                  of
                  Lease

              
	 	 
	 	
                Provided
                  that the Tenant is not in material breach of the Lease, the Tenant
                  shall
                  have the right to renew the Lease with respect to the Premises
                  for one (1)
                  additional term of five (5) years each (the "Renewal Term") on
                  the same
                  terms and conditions, except for any further option to renew and
                  except
                  for the Basic Rent, which option may be exercised by the Tenant
                  upon
                  providing written notice to the Landlord no earlier than twelve
                  (12)
                  months and no later than six (6) months prior to the expiration
                  date of
                  the Term. The Basic Rent for the Renewal Term shall be mutually
                  agreed
                  between the Tenant and the Landlord based on the then-prevailing
                  fair
                  market rental value for similar unimproved space, without regard
                  to any
                  leasehold improvements installed on behalf of or by the Tenant,
                  of similar
                  size for a similar term. In the event the Tenant and the Landlord
                  are
                  unable to agree on the Basic Rent that will apply during the Renewal
                  Term
                  without one hundred twenty (120) days prior to the expiration date
                  of the
                  Term or Renewal Term, as the case may be, the Tenant, at its option,
                  shall
                  have the right to:

              


      

      


      
        	 	
                a)

              	
                Terminate
                  its negotiations with the Landlord, in which event the Lease shall
                  terminate on the expiration date of the then current Term or Renewal
                  Term,
                  as the case may be, as though the Tenant had not exercised its
                  option to
                  renew the Lease for a Renewal Term; or

              
	 	 	 
	 	
                b)

              	
                Refer
                  such matter to arbitration for determination, which arbitration
                  shall be
                  conducted by a single arbitrator in accordance with The Arbitration
                  Act
                  (Manitoba).

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -3-

        

      

      


      
        	
                9.08

              	
                Non-Disturbance
                  Agreement

              
	 	 
	 	
                The
                  Landlord shall use its best efforts to obtain a Non-Disturbance
                  Agreement
                  from it's Mortgage, but cannot guarantee same.

              
	 	 
	
                9.09

              	
                Leasehold
                  Improvements

              
	 	 
	 	
                The
                  Landlord agrees to complete all work as outlined on Schedule "D"
                  hereto.
                  The Tenant acknowledges that all designs and construction/finish
                  specifications, of any leasehold improvements are to be submitted
                  to the
                  Landlord for final approval prior to commencement of construction.
                  The
                  Tenant shall be responsible for all additional costs including,
                  but not
                  limited to, all furniture, telephone and communication equipment,
                  and all
                  office, warehouse and manufacturing equipment associated with its
                  business. Any tenant specific finishing that exceeds the Leasehold
                  improvements work or any additional finishing shall be paid for
                  by the
                  tenant.

              
	 	 
	
                9.10

              	
                Additional
                  Premises
                  Option and Right of First Refusal

              
	 	 
	 	
                From
                  the date of acceptance and during the Term and any Renewal Term,
                  the
                  Tenant shall have the following rights in respect of any contiguous
                  premises in the Building that are vacant or that become available
                  from
                  time to time (the "Additional
                  Premises"):

              


      

      


      
        	 	
                a)

              	
                The
                  Tenant shall have an option to lease any Additional Premises. The
                  Landlord
                  shall deliver written notice to the Tenant identifying the Additional
                  Premises and the date on which the Additional Premises will become
                  available (the "Notification"). The Tenant shall have twenty (20)
                  days
                  from the date of receipt of the Notification to exercise its option,
                  which
                  exercise shall be made by providing the Landlord with written notice.
                  Where the Tenant exercises its option, the term of the lease for
                  the
                  Additional Premises shall commence on the date specified in the
                  Notification and shall terminate on the same date as the expiration
                  date
                  of the Term or any Renewal Term of the Lease in respect of the
                  Premises.
                  The Basic Rent payable in respect of the Additional Premises shall
                  be at
                  the same rate as is payable in respect of the Premises.

              
	 	 	 
	 	
                b)

              	
                The
                  Tenant shall have an on-going right of first refusal to lease any
                  Additional Premises. If the Landlord receives an acceptable bona
                  fide
                  offer form a third party in respect of the Additional Premises
                  (the "Third
                  Party Offer"), the Landlord shall deliver a true copy of the Third
                  Party
                  Offer to the Tenant. The Tenant shall have twenty (20) days from
                  the date
                  of receipt of the Third Party Offer to accept the terms of the
                  Third Party
                  Offer, which acceptance shall be made by providing the Landlord
                  with
                  written notice of acceptance, whereupon a binding agreement to
                  lease the
                  Additional Premises shall exist between the Landlord and the Tenant
                  on the
                  terms and conditions contained in the Third Party
                  Offer.

              


      

      


      
        	
                9.11

              	
                Guaranty

              
	 	 
	 	
                BPO
                  Management Services Inc., as Guarantor, agrees to guarantee the
                  Lease, in
                  accordance with the terms and conditions set forth in the Indemnity
                  Agreement, attached hereto as Schedule
                  "E".

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      SCHEDULE
        "A"

      


      Referred
        to in attached Lease dated the 23 day of November 2007, between SHELTER CANADIAN
        PROPERTIES as agent for HREIT Holdings 65 Corporation, as Landlord and Adapsys
        Document Management LP, as Tenant (to be initialled by both parties for
        identification purposes).

       

      

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        "B"

      


      Referred
        to in attached Lease dated the 23 day of November 2007, between SHELTER CANADIAN
        PROPERTIES as agent for HREIT Holdings 65 Corporation, as Landlord and Adapsys
        Document Management LP, as Tenant (to be initialled by both parties for
        identification purposes).

      


      LEGAL
        DESCRIPTION OF
        LANDS

      


      LOT
        3,
        Plan 5844, WLTO, in RL 40, Parish of St. James,

      And
        Plan
        6402, WLTO, in RL 4L Parish of St James

      


      MUNICIPAL
        ADDRESS OF
        BUILDING

      


      555
        Madison Street

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        "C"

      


      Referred
        to in attached Lease dated the 23 day of November 2007, between SHELTER CANADIAN
        PROPERTIES as agent for HREIT Holdings 65 Corporation, as Landlord and Adapsys
        Document Management LP, as Tenant (to be initialled by both parties for
        identification purposes).

      


      RULES
        AND
        REGULATIONS

      


      
        	
                1.

              	
                Tenants
                  shall not burn any trash or garbage in or about the Demised Premises
                  or
                  anywhere within the confines of the Lands.

              
	 	 
	
                2.

              	
                Tenants
                  shall not keep or display any merchandise on or otherwise obstruct
                  any
                  part of the Lands except as specifically permitted in this
                  Lease.

              
	 	 
	
                3.

              	
                Floors
                  shall not be overloaded.

              
	 	 
	
                4.

              	
                All
                  loading and unloading of merchandise, supplies, materials, garbage,
                  refuse
                  and other chattels shall be made only through or by means of such
                  doorways
                  as the Landlord shall designate in writing from time to
                  time.

              
	 	 
	
                5.

              	
                Tenant
                  shall, upon written notice from the Landlord, within five days
                  furnish the
                  Landlord with the current Provincial License Number of any vehicle
                  owned
                  or used by employees of Tenants.

              
	 	 
	
                6.

              	
                Tenants
                  shall not bring upon their premise any equipment, motor or any
                  other
                  thing, which may damage the Building or the Project.

              
	 	 
	
                7.

              	
                No
                  merchandise, supplies, materials, garbage, refuse or other chattels
                  shall
                  be allowed to remain on any common area.

              
	 	 
	
                8.

              	
                The
                  Tenant shall not use or occupy in any manner whatsoever the area
                  of
                  recess, if any, between the lease line of the Demised Premises
                  and the
                  store front of the Demised Premises, and the Landlord reserves
                  entire
                  control over such area.

              
	 	 
	
                9.

              	
                Wherever
                  any window area is not used for the purpose of entrances, offices
                  or show
                  areas, the Tenant must construct at its own expense, enclosures
                  or
                  decorative screens as specified and approved by the Landlord, so
                  as to
                  protect the windows in that area from damage.

              
	 	 
	
                10.

              	
                If
                  any additional locks or bolts of any kind shall be placed upon
                  any of the
                  doors or windows of the Demised Premises, or if any changes shall
                  be made
                  in existing locks or the mechanisms thereof, the Tenant shall provide
                  the
                  Landlord with a duplicate key or keys so as to allow the Landlord
                  access
                  to the Demised Premises as and when required. The Tenant shall,
                  at the end
                  of the Term or renewal term as the case may be, return to the Landlord
                  all
                  keys to the Demised Premises and to all other areas of the Building
                  or
                  Project, which may have been supplied to the Tenant.

              
	 	 
	
                11.

              	
                No
                  animals or bicycles or other vehicles shall be brought into the
                  Demised
                  Premises or the Building.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -2-

        

      

      


      
        	
                12.

              	
                The
                  Tenant shall not drive nails, tacks, screws, hooks or pins in the
                  woodwork, walls, floors or ceilings of the Demised Premises or
                  mark or
                  deface same.

              
	 	 
	
                13.

              	
                The
                  doors and windows or other apertures that reflect or admit light
                  or air
                  into the passageways or into any portion of the Demised Premises
                  or the
                  Building shall not be covered or obstructed by the Tenant in any
                  manner
                  whatsoever.

              
	 	 
	
                14.

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

              
	 	 
	
                15.

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

              
	 	 
	
                16.

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

              


      

      


      The
        foregoing rules and regulations as from time to time amended, are not
        necessarily of uniform application but may be waived in whole or in part
        in
        respect of other Tenants without affecting their enforceability with respect
        to
        the Tenant or the Demised Premises. For the benefit and welfare of all or
        any
        Tenants of premises upon the Lands as it may exist from time to time, the
        Landlord shall have the right to issue further Rules and Regulations and
        such
        further Rules and Regulations shall thereupon by binding on all
        Tenants.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        "D"

      


      Referred
        to in attached Lease dated the 23 day of November 2007, between SHELTER CANADIAN
        PROPERTIES as agent for HREIT Holdings 65 Corporation, as Landlord and Adapsys
        Document Management LP, as Tenant (to be initialled by both parties for
        identification purposes).

      


      LANDLORD'S
        WORK

      


      The
        Landlord agrees to complete the following work to the Leased Premises as
        its
        sole cost:

      


      
        	
                1.

              	
                Demise
                  premises, ready for finish, upon accepting and finalizing a lease
                  with
                  respect to the vacant balance of the premises, being approximately
                  3,462
                  square feet;

              
	 	 
	
                2.

              	
                Existing
                  suspended T-bar ceiling to be cleaned complete with new ceiling
                  titles;

              
	 	 
	
                3.

              	
                Ensure
                  all existing lighting in good working order;

              
	 	 
	
                4.

              	
                Ensure
                  all existing HVAC system is good working order;

              
	 	 
	
                5.

              	
                Replace
                  broken windows, if any;

              
	 	 
	
                6.

              	
                All
                  concrete floor to be smooth (carpet and glue removed), ready for
                  new floor
                  covering; and

              
	 	 
	
                7.

              	
                Provide
                  a preliminary space plan for the Tenant. All design and construction
                  specifications must be approved by the Landlord prior to commencement
                  of
                  work.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        "E"

      


      Referred
        to in attached Lease dated the __________ day of November 2007, between SHELTER
        CANADIAN PROPERTIES as agent for HREIT Holdings 65 Corporation, as Landlord,
        ADAPSYS DOCUMENT MANAGEMENT LP, as Tenant and BPO MANAGEMENT SERVICS INC,
        as
        Guarantor, (to be initialled by both parties for identification
        purposes).

      


      INDEMNITY
        AGREEMENT

      


      THIS
        AGREEMENT made in duplicate this day of November 2007.

      


      BETWEEN:

      


      BPO
        MANAGEMENT SERVICS INC.,

      


      (hereinafter
        called the "Guarantor"),

      


      OF
        THE
        FIRST PART,

      -
        and
        -

      


      SHELTER
        CANADIAN PROPERTIES LIMITED

      as
        agent
        for

      HREIT
        Holdings 65 Corporation,

      


      (hereinafter
        called the "Landlord"),

      


      OF
        THE
        SECOND PART.

      


      WHEREAS
        in order to induce the Landlord to enter into a Lease Agreement with Adapsys
        Document Management LP, dated the day and year first above written, pertaining
        to space in the building known as 555 Madison Street, Winnipeg, Manitoba,
        (which
        Lease Agreement is hereinafter referred to as the "Lease"), and in consideration
        of the sum of ONE DOLLARS ($1.00), now paid by the Landlord to the Guarantor,
        and for other good and valuable consideration, the receipt and sufficiency
        whereof if hereby acknowledged, the Guarantor, hereby makes the following
        indemnity and agreement with and in favour of the Landlord:

      


      
        	
                1.

              	
                The
                  Guarantor does hereby covenant and agree with the
                  Landlord:

              
	 	 	 
	 	
                a)

              	
                To
                  make the due and punctual payment of all Rent, monies and charges
                  expressed to be payable under the Lease during the period of the
                  term
                  contemplated by the Lease.

              
	 	 	 
	 	
                b)

              	
                To
                  perform all and singular, the terms, covenants, conditions and
                  provisions
                  in the Lease contained on the part of the Tenant to be kept, observed
                  and
                  performed during the period of the term contemplated by the
                  Lease.

              
	 	 	 
	 	 	
                To
                  indemnify and save harmless the Landlord from any loss, costs or
                  damages
                  arising out of any failure to pay the aforesaid Rent, monies and
                  charges
                  and/or the failure to perform any of the terms, covenants, conditions
                  and
                  provisions.

              
	 	 	 
	
                2.

              	
                This
                  Indemnity is absolute and unconditional and the obligations of
                  the
                  Guarantor shall not be released, discharged, mitigated, impaired
                  or
                  affected by:

              
	 	 	 
	 	
                a)

              	
                Any
                  waiver by or failure of the Landlord to enforce any of the terms,
                  covenants, conditions and provisions of the
                  Lease.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -2-

        

      

       

      
        	 	
                b)

              	
                Any
                  assignment of the Lease by the Tenant or by any trustee, receiver
                  or
                  liquidator.

              
	 	 	 
	 	
                c)

              	
                Any
                  consent, which the Landlord may give to any such
                  assignment.

              


      

      


      
        	
                3.

              	
                The
                  Guarantor 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, conditions and
                  provisions of the Lease.

              
	 	 
	
                4.

              	
                In
                  the event of a default under the Lease or hereunder, the Guarantor
                  waives
                  any right to require the Landlord
                  to;

              


      

      


      
        	 	
                a)

              	
                Proceed
                  against the Tenant or pursue any rights or remedies with respect
                  to the
                  Lease.

              
	 	 	 
	 	
                b)

              	
                Proceed
                  against or exhaust any security of the Tenant held by the
                       Landlord.

              
	 	 	 
	 	
                c)

              	
                Pursue
                  any other remedies whatever in the Landlord's
                  power,

              


      

      


      
        	
                5.

              	
                The
                  Landlord shall have the right to enforce this Indemnity regardless
                  of the
                  acceptance of additional security from the Tenant and regardless
                  of the
                  release or discharge of the Tenant by the Landlord or by others
                  or by
                  operation of any law.

              
	 	 
	
                6.

              	
                Without
                  limiting the generality of the foregoing, the liability of the
                  Guarantor
                  under this Indemnity shall not be deemed to have been waived, released,
                  discharged, impaired or affected by reason of the release or discharge
                  of
                  the Tenant in any receivership, bankruptcy, winding up or other
                  creditor's
                  proceedings, or the rejection, disaffirmance or disclaimer of the
                  Lease in
                  any proceedings, and shall continue with respect to the periods
                  prior
                  thereto and thereafter, for and with respect to the term originally
                  contemplated and expressed in the Lease, and as renewed or overheld
                  as the
                  case may be. The liability of the Guarantor shall not be affected
                  by the
                  repossession of the demised premises by the Landlord provided,
                  however,
                  that the net payments received by the Landlord after deducting
                  all costs
                  and expenses or repossession and/or re-letting the same, shall
                  be credited
                  from time to time by the Landlord to the account of the Guarantor
                  and the
                  Guarantor shall pay any balance owing to the Landlord from time
                  to time,
                  immediately upon ascertainment.

              
	 	 
	
                7.

              	
                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 proceedings which may be brought under this Indemnity
                  by reason
                  of any further default or defaults hereunder and/or in the performance
                  and
                  observance of the terms, covenants, conditions and provisions of
                  the
                  Lease.

              
	 	 
	
                8.

              	
                No
                  modification of this Indemnity shall be effective unless the same
                  be in
                  writing and signed by the Guarantor and the Landlord.

              
	 	 
	
                9.

              	
                The
                  Guarantor shall, without limiting the generality of the foregoing,
                  be
                  bound by this indemnity in the same manner as though the Guarantor
                  was the
                  Tenant named in the Lease.

              
	 	 
	
                10.

              	
                Until
                  all obligations to the Landlord under or pursuant to the Lease
                  have been
                  fulfilled, the Guarantor will not claim to be subrogated, in whole
                  or in
                  part, to the position of the Landlord.

              
	 	 
	
                11.

              	
                All
                  of the terms, agreements and conditions of this Indemnity shall
                  extend to
                  and be binding upon the Guarantor and shall enure to the benefit
                  of and
                  may be enforced by the Landlord, and its administrators, successors
                  and
                  assigns, and any holder of any mortgage to which the Lease may
                  be subject
                  and subordinated from time to time.

              
	 	 
	
                12.

              	
                As
                  herein used, the term "Landlord" shall take on the same meanings
                  as the
                  context permits or requires, as the term "Landlord" is defined
                  in the
                  Lease and, similarly, the terms "Tenant" and other capitalized
                  terms as
                  used herein shall respectively have the same definitions as set
                  out in the
                  Lease.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          -3-

        

      

      


      
        	
                13.

              	
                Any
                  notice required or permitted to be given hereunder shall be given
                  in
                  writing, and may be given by mailing the same by prepaid registered
                  post,
                  or by delivering the same to the party to whom the notice is intended
                  to
                  be given at the following addresses:

              
	 	 
	 	
                a)

              	
                if
                  to the Landlord:

              
	 	 	
                Shaker
                  Canadian Properties Limited

              
	 	 	
                2500
                  - Seven Evergreen Place

              
	 	 	
                Winnipeg,
                  Manitoba

              
	 	 	
                R3L
                  2T3

              
	 	 	 
	 	
                b)

              	
                if
                  to the Guarantor:

              
	 	 	 
	 	 	
                BPO
                  Management Services Inc.

              
	 	 	
                1290
                  N. Hancock Street

              
	 	 	
                Anaheim,
                  CA 92807

              
	 	 	
                Attn:
                  Mr. Don Rutherford

              


      

      


      
        	
                14.

              	
                This
                  agreement shall be construed in accordance with the laws of the
                  Province
                  of Manitoba.

              
	 	 
	
                15.

              	
                Wherever
                  herein reference is made to either the Landlord, the Tenant and/or
                  the
                  Guarantor, the reference shall be deemed to apply also to the respective
                  heirs, executors, administrators, successors and permitted assigns
                  of them
                  and each of them as the case may
                  be.

              


      

      


      IN
        WITNESS WHEREOF the parties first above mentioned have executed this agreement
        effective from the day and year first above written.

      


      
        	 	 	
                BPO
                  MANAGEMENT SERVICS INC.

              
	 	 	 
	 	
                Per:

              	
                /s/ James
                  Cortens 

                  

                
GUARANTOR
	 	 	
                 

              
	 	 	 
	 	 	
                SHELTER
                  CANADIAN PROPERTIES LIMITED

              
	 	 	
                as
                  Agent for

              
	 	 	
                HREIT
                  Holdings 65 Corporation

              
	 	 	 
	 	 	 
	 	 	 
	 	
                Per:

              	   
                
                

                TABITHA
                  DEAN

              
	 	 	
                Property
                  Manager - Commercial Properties

              
	 	 	 
	 	 	 
	 	
                Per:

              	   
                
                
RICHARD
                N. BLAIR, C.A.
	 	 	
                Senior
                  Vice President