Exhibit 10.2


        


        
        THIS LEASE made as of the 29th day of June, 2007


        


        
        IN PURSUANCE OF THE SHORT FORMS OF
        LEASES ACT

         

         BETWEEN:


        


        
                  
        WINDALE PROPERTIES
        INC.


        


        
                  (the
        "Landlord")


        
        OF THE FIRST PART


        


        
                  -
        and -

                  

                   
        INDUSTRIAL MINERALS,
        INC.


        
                  (the
        "Tenant")     


        
        OF THE SECOND PART


        


        
                  


        
        ARTICLE 1


        


        
        DEFINITIONS


        


        
                  The
        parties hereto agree that when used in this Lease or in any Schedule attached to this Lease
        the following words or expressions have the meaning hereinafter set forth.

         

         1.01          "Building" means all those
        lands located in the Province of Ontario, known municipally as
        Suite
        100, 2904 South Sheridan
        Way, Oakville, being more particularly described in Schedule "A" attached hereto or as such
        lands may be altered, expanded or reduced from time to time and the buildings,
        improvements, equipment and facilities erected thereon or situate from time to time
        therein, and includes those areas, if any, designated or intended to be leased for retail,
        service, office and storage purposes and those areas not so designated or intended and all
        Common Areas and Facilities.

         


        
        1.02          "Common
        Areas and Facilities" means:


        


        
                  (a)     those
        areas, facilities, utilities, improvements, equipment and installations in the Building
        which, from time to time, are not designated or intended by the Landlord to be leased to
        Tenants of the Building; and

         

                   (b)     those
        areas, facilities, utilities, improvements, equipment and installations which serve or are
        for the benefit of the Building, whether or not located within, adjacent to, or near the
        Building and which are designated from time to time by the Landlord as part of the Common
        Areas and Facilities. Common Areas and Facilities include without limitation, all areas,
        facilities, utilities, improvements, equipment and installations which are provided or
        designated (and which may be changed from time to time) by the Landlord for the use or
        benefit of the Tenants, their employees, customers and other invitees in common with others
        entitled to the use or benefit thereof in the manner and for the purposes permitted by this
        Lease.

         

         1.03          "Complex" means those
        lands known municipally as 2892-2916 South Sheridan Way, Oakville, Ontario being all those
        lands comprising Parcel Block 1-3, Section 20M-367, being Part Block 1, Plan 20M-367
        designated as Part 1, Plan 2OR-8425, Town of Oakville, Regional Municipality of Halton.

         

         1.04          "Co-Tenancy Agreement"
        means an agreement between John H. Switzer, Caralan Management Limited, E. Robert Shatilla
        and E. Joan Shatilla, Sandra O'Dougherty and James O'Dougherty, and, the Landlord dated
        August 18, 1988 and any amendments or successor agreements thereto.

         

         1.05          "Exclusive Use Common
        Areas" means those Common Areas and Facilities and service areas designated by the Landlord
        for the exclusive use, benefit or service of certain, but not all, Tenants in the Building
        including the Tenant.

         

         1.06          "Leased Premises" means
        the premises leased to the Tenant as referred to and described in Section 3.01
        hereof.

        
        

        


        
        1.07          "Net
        Rent" means the annual rent payable by the Tenant pursuant to Section 4.02 hereof.

         

         1.08          "Mortgagee" means any
        mortgagee, debenture or bondholder, or hypothecary creditor (including any trustee of or
        bondholders) of the Building or any part thereof.

         

         1.09          "Parking Lands" means
        those lands in the Complex which are designated for the parking of vehicles, and, legally
        described as Part of Parcel Block 1 - 3, Section 20M-367 being Part Block 1, Plan 20M-367
        designated as Part 19, Plan 20R-8626, Town of Oakville, Regional Municipality of
        Halton.

         

         1.10          "Person" if the context
        allows, include any person, firm, partnership, corporation or any group of persons, firms,
        partnerships or corporations or any combination thereof.

         

         1.11          "Proportionate Share"
        means a fraction which has as its numerator the Usable Area of the Leased Premises, and as
        its denominator, the total Usable Area of the Building as defined in Section 1.17
        hereof.

         

         1.12          "Proportionate Share of
        the Exclusive Use Common Area" means a fraction of which the numerator is the Usable Area
        of the Leased Premises, the denominator is the total Usable Area of the Building for all
        Tenants who have the use and benefit of service of the Exclusive Use Common Area.

         

         1.13          "Rent" means all Net Rent
        and all other sums payable pursuant to this Lease including Additional Rent as defined in
        Section 4.03.

         

         1.14          "Rentable Area of the
        Leased Premises" means the Usable Area of the Leased Premises plus the Tenant's
        Proportionate Share of the Common Areas and Facilities and the service areas plus the
        Tenant's Proportionate Share of the exclusive Use Common Areas.

         

         1.15          "Rental Year" means a
        period of time, the first Rental Year commencing on the first day of the Term hereof, and
        ending on the last day of the month of December next following; and thereafter Rental Years
        shall consist of consecutive periods of twelve calendar months. If, however, the Landlord
        considers it necessary or convenient for the Landlord's accounting purposes, the Landlord
        may at any time and from time to time, by written notice to the Tenant, specify an annual
        date from which each subsequent Rental Year is to commence, and, in such event, the then
        current Rental Year (the "Short Rental Year") shall terminate on the day preceding the
        commencement of such Rental Year. The last year of the Term shall terminate upon the
        expiration or earlier termination of this Lease, as the case may be.

         

         1.16           Rentable Area of the
        Building" means the aggregate of all rentable areas of premises leased or available for
        leasing within the Building.

        


        
        1.17        
        “Usable Area of the Building” means the aggregate of all usable areas of
        premises leased or available for leasing within the Building.

         

         1.18          "Rules and Regulations"
        means the rules and regulations adopted and promulgated by the Landlord from time to time
        acting reasonably and in such manner as would a prudent landlord of a reasonably similar
        building, and includes the Rules and Regulations presently in existence, a copy of which
        are annexed here as Schedule "D".

         

         1.19          "Term" means the period of
        time referred to and described in Section 3.04 hereof.


        
         


        
        1.20          "Usable
        Area of the Leased Premises" means:

        
        

        


        
         


        


        
                  (a)     In
        the case of a whole floor in the Building, one hundred percent (100%) of all areas within
        the outside walls, and shall be computed by measuring to the exterior face of the permanent
        exterior walls or to the glass line of the outer building walls without deduction for
        columns and projections necessary to the Building;

         

                   (b)     In
        the case of part of a floor in the Building, one hundred percent (100%) of all areas leased
        to the Tenant for its exclusive possession which area of exclusive possession shall be
        computed by measuring from the exterior face of the permanent exterior walls or from the
        glass line of the exterior walls to the outside of partitioning erected by the Landlord to
        delineate the access corridor for the floor and to the center line of partitions which
        separate the area leased from adjoining rentable areas without deduction for the Tenant's
        Proportionate Share of all columns and projections necessary to the building.

         


        
        ARTICLE II


        


        
        2.01          Extended
        Meanings


        


        
                  The
        words "hereof", "hereunder" and similar expressions used in any Section or Subsection of
        this Lease relate to the whole of this Lease and not to that Section or Subsection only,
        unless otherwise expressly provided. The use of the neuter singular pronoun to refer to the
        Landlord or the Tenant is deemed a proper reference even though the Landlord or the Tenant
        is an individual, a partnership, a corporation or a group of two or more individuals,
        partnerships or corporations. The necessary grammatical changes required to make the
        provisions of this Lease apply in the plural sense where there is more than one Landlord or
        Tenant and to either corporations, associations, partnerships, or individuals, males or
        females, shall in all instances be assumed as though in each case fully expressed.

         


        
        2.02          Partial
        Invalidity

         


        
                  If
        for any reason whatsoever any term, covenant or condition of this Lease, or the application
        thereof to any person or circumstances, is to any extent held or rendered invalid,
        unenforceable or illegal, then such term, covenant or condition:

         

                   (a)     is
        deemed to be independent of the remainder of the Lease and to be severable and divisible
        therefrom, and its invalidity, unenforceability or illegality does not affect, impair or
        invalidate the remainder of the Lease or any part thereof; and

         

                   (b)     continues
        to be applicable to and enforceable to the fullest extent permitted by law against any
        Person and circumstances other than those as to which it has been held or rendered invalid,
        unenforceable or illegal.

         

                        Neither
        party is obliged to enforce any term, covenant or condition of this Lease against any
        Person, if, or to the extent by so doing, such party is caused to be in breach of any laws,
        rules, regulations or enactments from time to time in force.

         


        
        2.03          Entire
        Agreement


        


        
                  This
        Lease and the Schedules and Riders, if any, attached hereto and forming a part hereof,
        together with the Rules and Regulations set forth all the covenants, promises, agreements,
        conditions and understandings between the Landlord and the Tenant governing the Leased
        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.

         


        
        2.04          Governing
        Law

         


        
                  This
        Lease shall be construed in accordance with, and governed by the Laws in force in the
        Province of Ontario.

         


        
        2.05          Time
        of Essence


        


        
                  Time
        is of the essence of this Lease and of every part hereof.

        
        

        


        
         


        
        2.06          Acknowledgement


         


        
                  The
        Tenant acknowledges that it has examined the Leased Premises before taking possession. The
        commencing of business by the Tenant shall be conclusive evidence against the Tenant that
        at the time of examination the Leased Premises were in satisfactory condition. The Tenant
        agrees that there is no promise, representation or undertaking by, or binding upon, the
        Landlord with respect to any alteration, remodelling or decoration of, or installation of
        equipment or fixtures in, the Leased Premises except as such as may be expressly set forth
        in this lease.

         


        
        ARTICLE III


        


        
        GRANT AND TERM


        


        
        3.01          Leased
        Premises


        


        
                  In
        consideration of the rents, covenants and agreements herein contained on the part of the
        Tenant to be paid, observed and performed, the Landlord leases to the Tenant, and the
        Tenant leases from the Landlord, those certain premises presently designated as
        Suite Number 100,
        containing a Usable Area of Leased
        Premises of approximately
        1080 sq.ft.
        which shall be measured or calculated
        by the Landlord and shall be certified by him in accordance with Section 1.21 and a
        Proportionate Share of the common area calculated as
        194 sq. ft.
        for a Rentable Area of
        1274 sq.
        ft. The Leased Premises are
        designated as area H on the plan attached as Schedule "B".

         


        
        3.02          Use
        of Additional Areas


        


        
                  The
        use and occupation by the Tenant of the Leased Premises includes the non-exclusive and
        non-transferable right or license to use in common with others entitled thereto, and for
        the purposes for which they are intended and during such hours as the Building may be open
        for business, as determined by the Landlord from time to time, the Common Areas and
        Facilities, subject in each case to this Lease and to the Rules and Regulations.

         


        
        3.03          Parking


        


        
        (1)          The
        Tenant acknowledges the following:

         

                   1.     That
        the Parking Lands are owned by the Landlord and third parties as owners-in-common;

         

                   2.     That
        the Parking Lands are subject to the Co-Tenancy Agreement of which the Co-Tenancy Agreement
        sets out rules regarding the use of the Parking Lands;

         

                   3.     That
        the Tenant has received and read a copy of the Co-Tenancy Agreement;

         


        
        
        (2)       The Tenant shall be entitled to use the Parking
        Lands in accordance with the Co-Tenancy Agreement and any rules set out by the
        Landlord. The Tenant acknowledges that there are no parking facilities for the exclusive
        use of the Tenant. The Tenant shall not take any action or omit to do any act which would
        cause the Landlord to be in breach of the Co-Tenancy Agreement.

         


        
        3.04          Commencement
        and Ending Date of Term


        


        
                  The
        Tenant shall have and hold the Leased Premises for and during the Term which shall be,
        unless sooner terminated pursuant to the other provisions hereof, the period of
        Three (3)
        years, commencing on the
        1st
        day of August, 2007 (the "Commencement
        Date") and to be fully completed and ended on the
        31st
        day of July, 2010.

        

        
        

        


        
         

          


        
        ARTICLE IV


        


        
        RENT


        


        
        4.01          Covenant
        to Pay

         


        
                  The
        Tenant shall pay Rent as herein provided.

         


        
        4.02          Minimum
        Rent


        


        
                  The
        Tenant shall pay in each Rental Year from and after the Commencement Date to the Landlord
        at the office of the Landlord, or at such other place as may be designated by the Landlord,
        in lawful money of Canada, without any prior demand therefor and without deduction,
        abatement, set-off or compensation whatsoever, as Minimum Rent, the sum of
        NINETEEN THOUSAND ONE HUNDRED AND
        TEN DOLLARS AND ZERO CENTS ($19,110.00)
        PLUS GST
        payable in equal consecutive monthly
        installments of ONE THOUSAND
        FIVE HUNDRED AND NINETY TWO DOLLARS AND FIFTY CENTS($1,592.50) PLUS GST
        each in advance on the first day of
        each calendar month of the First Rental Year. The Minimum Rent for the First Rental Year is
        based upon an annual rate of
        FIFTEEN DOLLARS AND ZERO CENTS
        ($15.00) per square foot of
        the Net Rentable Area of the Leased Premises. When the Net Rentable Area of the Leased
        Premises is certified by the Landlord, the Minimum Rent shall, if necessary, be adjusted
        accordingly.

         

                   If the Commencement Date is on
        a day other than the first day of the calendar month, then the Tenant shall pay, upon the
        Commencement Date, a portion of the Minimum Rent pro-rated on a per diem basis from the
        Commencement Date to the end of the month in which the Commencement Date occurs, based upon
        a period of three hundred sixty five (365) days.

         

         The Tenant shall present to the Landlord at the beginning of each Rental Year throughout
        the Term, a series of monthly postdated cheques for such Rental Year for the aggregate of
        the monthly payments of Minimum Rent and any payments required by this Lease to be paid
        monthly in advance.

         


        
        4.03          Additional
        Rent


        


        
                  Realty
        Taxes, Common Area Maintenance Costs, Building Insurance, Reasonable Management Costs,
        Heating, Hydro and Water Rates, estimated to be
        $7.68 plus GST
        for the year 2007 are to be paid
        directly by the Landlord and charged back to the Tenant as Additional Rent monthly. These
        charges are estimated and subject to adjustment annually based upon actual costs to the
        Landlord. The Landlord shall provide to the Tenant a copy of the Budget.

         


        
        4.04          Rent
        Past Due


        


        
                  If the Tenant fails to pay,
        when the same is due and payable, any Minimum Rent or other amount payable by the Tenant
        under this Lease including Additional Rent as defined in 4.03, such unpaid amounts shall
        bear interest from the due date thereof to the date of payment at the prime rate of
        interest as fixed, from time to time, by the Landlord's bank plus two per cent (2%).


        


        
        4.05          Security
        Deposit


        


        
                  Contemporaneously
        with the execution of this Lease, the Tenant has deposited with the Landlord the sum
        of FOUR THOUSAND EIGHT
        HUNDRED AND FIFTEEN DOLLARS AND SEVENTY TWO CENTS ($4,815.72)
        receipt of which is hereby
        acknowledged by the Landlord. Said deposit shall be held by the Landlord, without liability
        for interest and applied firstly to the first rent payment due August 1, 2007 and secondly
        as security for the faithful performance by the Tenant of all of the terms, covenants and
        conditions of this Lease. If at any time during the Term of this Lease any of the rent
        herein reserved or any other sum payable by the Tenant to the Landlord hereunder shall be
        overdue and unpaid, or the Tenant shall fail to keep and perform any of the terms,
        covenants and conditions of this Lease to be kept and performed by the Tenant, then the
        Landlord, at its option and in addition to any and all other rights, may appropriate and
        apply the whole or any portion of the said deposit to the payment of any such overdue rent
        or other sum, or to compensate the Landlord for loss or damage sustained or suffered by the
        Landlord as a result of the Tenant's failure to keep and perform any of the aforesaid
        terms, covenants and conditions of this Lease. Immediately following any such appropriation
        by the Landlord, the Tenant shall pay as a further deposit that amount necessary to restore
        the said deposit to its original amount. The appropriation of all or part of the deposit by
        the Landlord does not stop the Landlord from using its other remedies under this Lease. The
        said deposit, if not appropriated by the Landlord hereunder, shall be applied to the last
        month’s rent.

        
        

        


        
         


        
        ARTICLE V


        
        TAXES


        


        
        5.01          Taxes
        - Definitions

         


        
                  "Taxes"
        means all real property, business, municipal, school and local improvement taxes,
        assessments, rates, duties, and levies and all taxes, assessments, rates, duties and
        levies, of a like nature imposed in respect of municipal, or any school or public
        authority, including any costs and fees incurred by the Landlord in contesting any of the
        same in good faith (although this shall not imply any obligation of the Landlord to
        contest, object to or litigate the levying or imposition of any Taxes and shall permit the
        Landlord to settle, compromise, consent to, waive or otherwise determine in its discretion
        any Taxes without notice to, consent of, or approval of the Tenant), but excluding income
        of profits taxes upon the income of the Landlord to the extent such taxes are not levied in
        lieu of taxes, rates, duties, levies and assessments against the Building or upon the
        Landlord in respect thereof, and excluding "Business Taxes" as defined in Section 5.03 and
        excluding amounts paid by the Tenant to the Landlord pursuant to Section 5.04 by reason of
        the Leased Premises being assessed for the support of separate schools. If the system of
        real estate taxation shall be altered or varied and any new tax shall be levied or imposed,
        on all or any portion of the Building and/or the revenues therefrom and/or the Landlord in
        substitution for and/or in addition to Taxes presently levied or imposed, then any such new
        tax or levy shall be deemed to be included in Taxes.

         


        
        5.02          Taxes
        Payable by Landlord


        


        
                  The
        Landlord shall pay all Taxes which are levied, rated, charged or assessed against the
        Building or any part thereof. However, the Landlord may defer payment of any such Taxes, or
        defer compliance with any statute, law, by-law, regulation or ordinance in connection with
        the levying of any such Taxes, in each case to the fullest extent permitted by law, so long
        as it diligently prosecutes any contest or appeal of any such Taxes.

         

          


        
        5.03          Goods
        and Services Taxes


        


        
                  The
        Tenant shall be responsible for the payment of any and all federal, provincial or municipal
        goods, services or sales taxes that may be assessed or payable, from time to time, as a
        result of this Lease.

         

          


        
        ARTICLE VI


        


        
        BUILDING AND COMMON AREAS AND
        FACILITIES CONTROL


        


        
        6.0          Control
        of Building by Landlord


        


        
                  The
        Landlord shall operate and maintain the Building in such manner as the Landlord determines
        from time to time, and in a first-class and reputable manner as would a prudent landlord of
        a similar building having regard to size, age and location. The Building including the
        Common Areas and Facilities are at all times subject to the exclusive control and
        management of the Landlord. Without limiting the generality of the foregoing, the Landlord
        has the right, in its control, management and operation of the Building and by the
        establishment of Rules and Regulations and general policies with respect to the operation
        of the Building or any part thereof at all times during and throughout the Term,
        to:

        
        

        


        
         

              (a)     (i)     construct,
        maintain and operate lighting facilities; heating, ventilating and air-conditioning
        systems; and elevators and other transportation systems during normal business hours as
        determined by the Landlord in its sole discretion;

         

                   (ii)     provide
        supervision and policing services for the Building;

         

                   (iii)     close
        all or any portion of the Building to such extent as may, in the opinion of the Landlord's
        counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights
        to any Person or the public therein;

         

                   (iv)     grant,
        modify and terminate easements and other agreements pertaining to the use and maintenance
        of all or any part of the Building;

         

                   (v)     obstruct
        or close off all or any part of the Building for the purpose of maintenance, repair or
        construction;

         

                   (vi)     employ
        all personnel including supervisory personnel and managers necessary for the operation,
        maintenance and control of the Building;

         

                   (vii)     provide
        such janitorial and cleaning services for the common areas, excluding the Leased Premises
        as the Landlord, in the use of good business judgement considers necessary (the cost of
        which shall be included in Operating Costs);

         

                   (viii)     designate
        the areas and entrances and the times in, through and at which loading and unloading of
        goods and supplies shall be carried out;

         

                   (ix)     from
        time to time prohibit the Tenant and its employees from parking anywhere on the Parking
        Lands. If the Landlord designates parking areas on the Parking Lands or elsewhere, the
        Tenant and its employees shall park their vehicles only in such parking areas. The Tenant
        shall furnish the Landlord, upon request, with the current license numbers of all vehicles
        owned or used by the Tenant and its employees and the Tenant shall, thereafter, notify the
        Landlord of any changes within five (5) days after such changes occur. If the Tenant or its
        employees part their vehicles in any such prohibited parking areas, the Landlord, in
        addition to all rights and remedies hereunder, shall have the right to charge the Tenant a
        per diem fee per vehicle parked in any area other than a designated area. Such fee is
        payable as Additional Rent on demand. The Landlord reserves the right to impose reasonable
        charges upon any Person (including the general public) for the use of the parking
        facilities;

         

                   (x)     designate
        the hours during which the doors will be unlocked thereby granting access to the general
        public;

         

                   (xi)     change
        the area, or arrangement of the Building or any part thereof;

         

                   (xii)     construct
        other buildings, structures or improvements on or in the Building and make alterations
        thereof, additions thereto, subtractions therefrom, or rearrangements thereof, build
        additional storeys on any building and construct additional buildings or facilities
        adjoining or proximate to the Building;

         

                   (xiii)     construct
        multiple deck, elevated or underground or above ground parking facilities, and expand,
        reduce or alter same in any manner whatsoever;

         

                   (xiv)     relocate
        or rearrange the various buildings, parking areas and other parts of the Building from
        those existing at the Commencement Date and, with the consent of the Tenant, which consent
        shall not be unreasonably withhold, relocate or rearrange the Leased Premises from that
        shown on Schedule 'B'. The Tenant hereby acknowledges that the purpose of Schedule "B" is
        solely to show the approximate location of the Leased Premises;

         

                   (xv)     do
        and perform such other acts in and to the Building as, in the use of good business
        judgement, the Landlord determines to be advisable for the more efficient and proper
        operation of the Building;

        
        

        


        
        

         

                   (xvi)     enter
        to any such contracts for any or all of the above rights mentioned above, of which the
        Management Agreement and Co-Tenancy are two such contracts;

         

                   (xvii)     provide
        adequate facilities for the disposal of the Tenant’s day to day garbage including
        access to an exterior garbage bin.

         

         Notwithstanding anything contained in this Lease, it is understood and agreed that if as a
        result of the exercise by the Landlord of its right set out in this Section 6.01, the
        Common Areas and Facilities are diminished or altered in any manner whatsoever, the
        Landlord is not subject to any liability nor is the Tenant entitled to any compensation or
        diminution or abatement of Rent, nor is any alteration or diminution of the Common Areas
        and Facilities deemed constructive or actual eviction, provided always that Landlord shall
        not breach any covenant for quiet enjoyment contained in this Lease.

         

          


        
        ARTICLE VII


        


        
        UTILITIES AND HEATING, VENTILATING
        AND AIR-CONDITIONING


        


        
        7.01          Utilities


         

                  The
        Landlord shall provide standard utilities to the Leased Premises and shall not be liable
        for an interruption or cessation of, or a failure in the supply of any utilities, services
        or systems in, to or serving the Building or the Leased Premises, caused by others.

         


        
        7.02          Heating,
        Ventilating and Air-Conditioning


        


        
                  The
        Landlord shall, throughout the Term, operate, maintain and regulate the heating,
        ventilating and air-conditioning equipment within the Building during the business hours of
        the Tenant in such a manner as to maintain reasonable conditions of temperature and
        humidity within the Leased Premises. The Tenant shall comply with the stipulations and with
        all Rules and Regulations of the Landlord pertaining to the maintenance and operation of
        such equipment.

         


        
        ARTICLE VIII


        


        
        USE OF LEASED
        PREMISES


        


        
        8.01          Use
        of Leased Premises


        


        
                  The
        Tenant shall use the Leased Premises solely for the purpose of conducting the business of
        general offices and the Tenant will not use or permit, or suffer the use of, the Leased
        Premises or any part thereof for any other business or purpose.

         


        
        8.02          Observance
        of Law

         


        
                  The
        Tenant shall, at its sole cost and expense and subject to Section 10.01 and 10.02 hereof,
        promptly;

         

              (a)     observe and comply with all
        provisions of law including, without limiting and generality of the foregoing, all
        requirements of all governmental authorities, including federal, provincial and municipal
        legislative enactments, by-laws and other regulations and the requirements of any
        professional or governing body having jurisdiction over the Tenant, now or hereafter in
        force which pertain to or affect the Leased Premises, the Tenant's use of the Leased
        Premises or the conduct of any business in the Leased Premises, or the making of any
        repairs, replacements, alternations, additions, changes, substitutions or improvements of
        or to the Leased Premises;

        
        

        


        
         

              (b)     observe and comply with all
        police, fire and sanitary regulations imposed by any governmental authorities (whether
        federal, provincial or municipal), or made by fire insurance underwriters; and

         

              (c)     carry out all
        modifications, alterations or changes of or to the Leased Premises and the Tenant's conduct
        of business in or use of the Leased Premises which are required by any such
        authorities.

         


        
        ARTICLE IX


        


        
        INSURANCE AND INDEMNITY


        


        
        9.01          Tenant's
        Insurance

         


        
             (a)     The
        Tenant shall, throughout the entire Term, at its sole cost and expense, take out and keep
        in full force and effect and in the names of the Tenant and the Landlord as their
        respective interests may appear, the following insurance:

         

              (i)          insurance
        upon property of every description and kind owned by the Tenant (other than leasehold
        improvements), or for which the Tenant is legally liable, or installed by or on behalf of
        the Tenant, and which is located within the Building, including, without limitation,
        furniture, fittings, installations, alterations, additions, partitions, fixtures and
        anything in the nature of a leasehold improvement, in an amount of not less than 90% of the
        full (new) replacement cost thereof, with coverage against at least, the perils of fire and
        standard extended coverage including sprinkler leaks (where applicable), earthquake, flood
        and collapse and multi-peril on the contents. If there is a dispute as to the amount which
        comprises full (new) replacement cost, the decision of the Landlord or the Mortgagee shall
        be conclusive;

         

              (ii)          public
        liability and property damage insurance on an occurrence basis including personal injury
        liability, contractual liability, non-owned and owned automobile liability and owners' and
        contractors' protective insurance coverage with respect to the Leased Premises and the
        Tenant's liability insurance; said coverage to include the activities and operations
        conducted by the Tenant and any other Person on the Leased Premises, and by the Tenant and
        any other Person performing work on behalf to the Tenant and those for whom the Tenant is
        in law responsible in any other part of the Building. Such policies shall be written on a
        comprehensive basis with inclusive limits of not less than one million dollars
        ($1,000,000.00) for bodily injury to any one or more Persons or property damage, and such
        higher limits as the Landlord or the Mortgagee reasonably requires from time to time and
        shall not be invalidated with respect to the interests of the Landlord and of the Mortgagee
        by reason of any breach or violation of any warranties, representations, declarations or
        conditions contained in the policies. All such policies must contain a severability of
        interests clause, a cross-liability clause and shall be primary and shall not call into
        contribution any other insurance available to the Landlord or the Mortgagee;

         

              (iii)          business
        interruption and extra expense insurance in such amount as a prudent Tenant would
        obtain;

         

              (iv)          plate
        glass insurance, if the Leased Premises are located on the ground floor of the
        Building.

         

              (b)          All
        policies required to be written on behalf of the Tenant pursuant to Sections 9.01 (a) (i),
        9.01 (a) (ii), 9.01 (a) (iii), 9.01 (a) (iv) and 9.01 (a) (v) shall:


        
        
             (i)          Contain
        the Mortgagee's standard mortgage clause and shall contain a waiver of any
        subrogation rights which the Tenant's insurers may have against the Landlord and against
        those for whom the Landlord is in law responsible, whether any such damage is caused by the
        act, omission or negligence of the Landlord or those for whom the landlord is in law
        responsible.

         

              (ii)         
        Name the Landlord as Additional Named Insured.

         

          

              (c)          All
        policies shall be taken out with insurers acceptable to the Landlord and shall be in a form
        satisfactory from time to time to the Landlord. The Tenant agrees that certificates of
        insurance on the Landlord's standard form or, if required by the Landlord or the Mortgagee,
        certified copies of each such insurance policy, will be delivered to the Landlord as soon
        as practicable after the placing of the required insurance. All policies shall contain an
        undertaking by the insurers to notify the Landlord and the Mortgagee in writing not less
        than thirty (30) days prior to any material change, cancellation, termination
        thereof.

        
        

        


         

              (d)          The
        Tenant agrees that if the Tenant fails to take out or to keep in force any such insurance
        referred to in this Section 9.01, or should any insurance not be approved by either the
        Landlord or the Mortgagee and should the Tenant not rectify the situation within
        forty-eight (48) hours after written notice by the Landlord to the Tenant (stating if the
        Landlord or the Mortgagee does not approve of such insurance, the reasons therefor) the
        Landlord has the right without assuming any obligation in connection therewith, to effect
        such insurance at the sole cost of the Tenant and all outlays by the Landlord shall be
        immediately paid by the Tenant to the Landlord as Rent on the first day of the next month
        following said payment by the Landlord without prejudice to any other rights and remedies
        of the Landlord under this lease.

         


        
        9.02          Increase
        in Insurance Premiums


        


        
                  The
        Tenant shall not keep, use, sell or offer for sale in or upon the Leased Premises any
        article which may be prohibited by any fire insurance policy in force from time to time
        covering the Building. If (a) the occupancy of the Leased Premises; (b) the conduct of
        business in the Leased Premises; (c) the possession of any goods or materials in or on the
        Leased premises (whether or not the Landlord had consented to the possession of such goods
        or materials in the Leased Premises or in any other portion of the Building where permitted
        by the Landlord); or (d) any acts or omissions of the Tenant in the building or any part
        thereof, causes or results in any increase in premiums for the insurance carried from time
        to time by the Landlord with respect to the Building which can reasonably be attributed to
        any of (a), (b), (c) or (d) by the Tenant, the Tenant shall pay any such increase in
        premium ad Additional Rent forthwith after invoices for such additional premiums are
        rendered by the Landlord. In occupancy of the Leased Premises, or the possession of any
        article therein or therefrom, a schedule issued by the organization computing the insurance
        rate on the Building showing the various components of such rate shall be conclusive
        evidence of the several items and charges which make up such rate. The Tenant shall comply
        promptly with all requirements of the Insurer's Advisory Organization or of any insurer now
        or hereafter in effect, pertaining to or affecting the Leased Premises.

         


        
        9.03          Cancellation
        of Insurance


        


        
                  If
        any insurance policy upon the Building or any part hereof shall be canceled or shall be
        threatened by the insurer to be canceled, or the coverage thereunder reduced in any way by
        the insurer by reason of the use and occupation of the Leased Premises or any part thereof
        by the Tenant or by any assignee or sub-tenant of the Tenant, or by anyone permitted by the
        Tenant to be upon the Leased Premises, and of the Tenant fails to remedy the condition
        giving rise to cancellation, threatened cancellation, or reduction of coverage within
        forty-eight (48) hours after notice thereof by the Landlord, the Landlord may, at its
        option, either (a) reenter and take possession of the Leased Premises forthwith by leaving
        upon the Leased Premises a notice in writing of its intention so to do and thereupon the
        landlord shall have the same rights and remedies as are contained in Article XV, or (b)
        enter upon the Leased Premises and remedy the condition giving rise to such cancellation,
        threatened cancellation or reduction, and the Tenant shall forthwith pay the cost thereof
        to the Landlord, which cost may be collected by the Landlord as Rent and the Landlord shall
        not be liable for any damage or injury caused to any property of the Tenant or of others
        located on the Leased Premises as a result of any such entry. The Tenant agrees that any
        such entry by the Landlord is not a re-entry or a breach of any covenant for quiet
        enjoyment contained in this Lease.

         


        
        9.04          Loss
        or Damage


        


        
                  The
        Landlord shall not be liable for any death or injury arising from or out of any occurrence
        in, upon, at, or relating to the Building, or damage to property of the Tenant or of others
        located on the Leased Premises, nor shall it be responsible for any loss of or damage to
        any property of the Tenant or others from any cause whatsoever, unless any such death,
        injury, loss or damage results from the negligence or willful wrongful act of the Landlord,
        its agents, servants or employees or other Persons for whom it may, in law, be responsible.
        All property of the Tenant kept or stored on the Leased Premises shall be so kept or stored
        at the risk of the Tenant only and the Tenant shall indemnify the Landlord and save it
        harmless from any claims arising out of any damages to the same, including, without
        limitation, any subrogation claims by the Tenant's insurers.

        
        

        


        
        

         

         9.05          
        Landlord's Insurance


        
         


        
                  The
        Landlord shall, at all times throughout the Term carry (a) insurance on the Building and
        the machinery, boilers and equipment contained therein and owned by the Landlord
        (specifically excluding any property with respect to which the Tenant and other Tenants are
        obliged to insure pursuant to Section 9.01 or similar sections of their respective leases,
        but including leasehold improvements installed on the Premises with the approval of the
        Landlord) against damage by fire and extended perils coverage in such reasonable amounts
        and with such reasonable deductions as would be carried by a prudent owner of a reasonably
        similar building, having regard to size, age and location; (b) public liability and
        property damage insurance with respect to the Landlord's operations in the Building in such
        reasonable amounts and with such reasonable deductions as would be carried by a prudent
        owner of a reasonably similar building, having regard to size, age and location; and (c)
        such other form or forms of insurance as the Landlord or the Mortgagee reasonably considers
        advisable. Notwithstanding any contribution by the Tenant to the cost of insurance premiums
        provided herein, the Tenant acknowledges and agrees that no insurable interest is conferred
        upon the Tenant under any policies of insurance carried by the Landlord and the Tenant has
        no right to receive any proceeds of any such insurance policies carried by the
        Landlord.

         


        
        9.06          Indemnification
        of Landlord

         


        
                  Notwithstanding
        any other terms, covenants and conditions contained in this Lease including, without
        limitation, the Landlord's obligations to repair set out in Section 10.03; and the
        Landlord's obligations to take out insurance set out in Section 9.05; the Tenant shall
        indemnify the Landlord and save it harmless from and against any and all loss (including
        loss of all Rent payable by the Tenant pursuant to this Lease), claims, actions, damages,
        liability and expenses in connection with loss of life, personal injury, damage to property
        or any other loss or injury whatsoever arising from or out of this Lease, or any occurrence
        in, upon or at the Leased Premises, or the occupancy or use by the Tenant of the Leased
        Premises, or any part thereof, or occasioned wholly or in part by any wrongful act or
        omission of the Tenant or by anyone employed by the Tenant or by anyone permitted to be on
        the Leased Premises by the Tenant. If the Landlord shall, without fault on its part, be
        made a party to any litigation commenced by or against the Tenant, then the Tenant shall
        protect, indemnify and hold the Landlord harmless and shall pay all costs, expenses and
        reasonable legal fees incurred or paid by the Landlord in connection with such litigation
        if the Tenant is found at fault. The Tenant shall also pay all costs, expenses and legal
        fees (on a solicitor and his client basis) that may be incurred or paid by the Landlord in
        enforcing the terms, covenants and conditions in this Lease, if the Tenant is found at
        fault.

         

          


        
        ARTICLE X


        


        
        MAINTENANCE, REPAIRS AND ALTERATIONS


        


        
        10.01          Maintenance
        and Repairs by


        


        
                  The
        Tenant shall, at all times during the Term at its sole cost, keep and maintain in good
        order, first-class condition and repair (which shall include periodic painting and
        decorating) as determined by the Landlord, and shall, subject to Sections 10.02 and 10.03,
        make all needed repairs and replacements thereto with due diligence and dispatch to and for
        the whole of the Leased Premises. Landlord shall be responsible for all structural repairs,
        including roof, foundations, floors and load-bearing walls.

        
        

        


        
         


        
        10.02          Landlord's
        Approval of Tenant's Repairs

         


        
                  The
        Tenant shall not make any repairs, alterations, replacements, decorations or improvements
        to any part of the Leased Premises without first obtaining the Landlord's written approval.
        Any such repair, replacement, alteration, decoration or improvement made by the Tenant
        without the prior written consent of the Landlord or which is not made in accordance with
        the drawings and specifications approved by the Landlord shall, if requested by the
        Landlord, be promptly removed by the Tenant at the Tenant's expense and the Leased Premises
        restored to their previous condition. Upon execution of this lease and before the
        commencement date, the Landlord and Tenant shall complete the work as set out in Schedule
        "C".

         

                   Notwithstanding anything
        contained in this Lease including, without limitations, Section 10.01, if any such repairs,
        alterations, decorations, additions or improvements to the Leased Premises or to any
        improvements installed by or on behalf of the Tenant for the benefit of the Leased Premises
        which are approved by the landlord, affect the structure of the Leased Premises or any part
        of the Building other than the Leased Premises, such work shall be performed only by the
        Landlord, at the Tenant's sole cost and expense. Upon completion thereof, the Tenant shall
        pay to the Landlord, upon demand as Rent, both the Landlord's costs relating to any such
        repairs, alterations, decorations, additions or improvements including the fees of any
        architectural and engineering consultants plus a sum equal to fifteen percent (15%) of the
        total cost thereof representing the Landlord's overhead. No repairs, alterations,
        additions, decorations or improvements to the Leased Premises or on behalf of the Tenant
        shall be permitted which may weaken or endanger the structure or adversely affect the
        condition or operation of the Leased Premises of the Building or diminish the value
        thereof, or restrict or reduce the Landlord's coverage for zoning purposes.

         


        
        10.03          Maintenance
        by Landlord


        


        
                  The
        Landlord shall, at all times throughout the Term, but subject to Article XI maintain and
        repair, or cause to be maintained and repaired, as would a prudent owner of a reasonably
        similar building, the Common Areas and Facilities and structure of the Building, including,
        without limitation, the foundations, exterior weather walls, floors, roof, bearing walls,
        and structural columns and beams of the Building. The cost of such maintenance and repairs
        shall be paid by the Landlord, unless the Tenant is required to make such repairs by reason
        of the application of laws or ordinances or the direction, rules or regulations of any
        regulatory body, or, of any act, omission to act, neglect or default of the Tenant, or
        those for whom the Tenant is in law responsible, in which event the Tenant shall be liable
        and responsible for the total cost of any such repairs plus a sum equal to fifteen percent
        (15%) thereof representing the Landlord's overhead, which shall immediately become due and
        payable to the Landlord. The Tenant shall be liable and responsible for the cost of any
        repairs required to be made by the Landlord and which result from any of the circumstances
        referred to in the immediately preceding sentence.

         

                   If the Tenant refuses or
        neglects to carry out any repairs properly as required pursuant to the Section 10.01
        hereof, and to the reasonable satisfaction of the Landlord, the Landlord may, but shall not
        be obliged to make such, and upon completion thereof, the Tenant shall pay to the Landlord
        upon demand as Rent, both the Landlord's costs relating to any such repairs plus a sum
        equal to fifteen percent (15%) thereof representing the Landlord's overhead. The Tenant
        agrees that the making of any repairs by the Landlord pursuant to this Section 10.03 is not
        a re-entry or a breach of any covenant for quiet enjoyment contained in this Lease.

         


        
        10.04          Repair
        on Notice


        


        
                  In
        addition to the obligations of the Tenant contained in Section 10.01 hereof, the Tenant
        shall effect all repairs referred to therein according to notice from the Landlord but
        failure to give notice shall not relieve the Tenant from its obligation to repair.

         


        
        10.05          Limited
        Make Good

        
        

        


        
                  Tenant
        shall not be required to restore the Premises to the original base Building standard or
        original condition as it was on prior to the commencement date at the expiry of the Term of
        the Lease save and except for any non-standard office construction. Landlord will advise
        the Tenant as to what it considers to be non-standard items that will be subject to being
        made good before they are built, acting reasonably.

         


        
        10.06          Repair
        Where Tenant at Fault


        


        
                  Notwithstanding
        any other terms, covenants and conditions contained in this Lease including, without
        limitation, the Landlord's obligations to take out insurance set out in Section 9.05, if
        the Building or any part thereof, including without limitation, the Common Areas and
        Facilities (including those Common Areas and Facilities within or passing through the
        Leased Premises), or any equipment, machinery, facilities or improvements contained therein
        or made thereto, or the roof or outside walls of the Building or any other structural
        portions thereof require repair or become damaged or destroyed through the negligence,
        carelessness or misuse of the Tenant, the cost of the resulting repairs, replacements or
        alterations plus a sum equal to fifteen percent (15%) of the cost thereof representing the
        Landlord's overhead shall be borne by the Tenant, who shall pay the sum to the Landlord as
        Rent forthwith upon presentation of an account of such expenses incurred by the
        Landlord.


        


        
        10.07          Not
        to Overload Floors


        


        
                  The
        Tenant shall not bring upon the Leased Premises or any part thereof, any machinery,
        equipment, article or thing that by reason of its weight, size or use, might in the opinion
        of the Landlord damage the Leased Premises and shall not at any time overload the floors of
        the Leased Premises. If any damage is caused to the Leased Premises by any machinery,
        equipment, object or thing or by overloading, or by any act, neglect, or misuse of the part
        of the Tenant, or any of its servants, agents or employees, or any Person having business
        with the Tenant, the Tenant will forthwith repair the same, or at the option of the
        Landlord, pay the Landlord forthwith on demand the cost of making good the same.

         


        
        10.08          Removal
        and Restoration by


        


        
             (a)     All
        alterations, decorations, additions and improvements made by the Tenant, or made by the
        Landlord on the Tenant's behalf (other than the Tenant's trade fixtures), shall immediately
        become the property of the Landlord without compensation therefor to the Tenant. Such
        alterations, decorations, additions, or improvements shall not be removed from the Leased
        Premises either during or at the expiration or earlier termination of the Term except that
        the Tenant may during the Term in the usual or normal course of its business and with the
        prior written consent of the Landlord remove its trade fixtures, provided such trade
        fixtures have become excess for the Tenant's purposes or the Tenant is substituting new and
        similar trade fixtures therefor, and provided that in each case, (1) the Tenant is not in
        default under this Lease; and (2) such removal is done at the Tenant's sole cost and
        expense; and

         

              (b)     If the Tenant does not remove
        its trade fixtures at the expiration or earlier termination of the Term, the trade fixtures
        shall, at the option of the Landlord, become the property of the Landlord and may be
        removed from the Leased Premises and sold or disposed of by the Landlord in such manner as
        it deems advisable.

         

              (c)     The Tenant shall, in case
        of every such installation or removal either during or at the expiration of the Term effect
        the same at times designated by the Landlord and promptly make good any damage caused to
        the Leased Premises or the Building by the installation or removal of any such alteration,
        decoration, addition or improvement.

         

              (d)     For greater certainty, the
        Tenant's trade fixtures shall not include any (i) heating, ventilating or air-conditioning
        systems, facilities and equipment in, or serving the Leased Premises; (ii) floor covering
        affixed to the floor of the Leased Premises; (iii) light fixtures; and (iv) wall partitions
        and doors.

         


        
        10.09          Notice
        by

        
        

        


        
                  The
        Tenant shall, when it becomes aware of same or when the Tenant, acting reasonably, should
        have become aware of same, notify the Landlord of any damage to, or deficiency or defect in
        any part of the building, including the Leased Premises, any equipment or utility systems,
        or any installations located therein, notwithstanding the fact that the Landlord may have
        no obligations with respect to same.

         


        
        10.10          To
        Discharge all Liens


        


        
                  The
        Tenant shall at all times throughout the term promptly pay all its contractors,
        materialmen, suppliers and workmen and all charges incurred by or on behalf of the Tenant
        for any work, materials or services which may be done, supplied or performed at any time in
        respect of the Leased Premises and the Tenant shall do any and all things necessary so as
        to ensure that no lien is registered against the Building or any part thereof or against
        the Tenant's interest in the Leased Premises and if any such lien is made, filed or
        registered, the Tenant shall discharge it or cause it to be discharged forthwith at the
        Tenant's expense.

         

                   If the Tenant fails to
        discharge or cause any such lien to be discharged as aforesaid, then, in addition to any
        other right or remedy of the Landlord, the Landlord may, but it shall not be obligated to
        discharge the same by paying the amount claimed to be due into Court or directly to any
        such lien claimant and the amount so paid by the Landlord and all costs and expenses
        including solicitor's fees (on a solicitor and his client basis) incurred for the discharge
        of such lien shall be immediately due and payable by the Tenant to the Landlord on demand
        Rent.

         


        
        10.11          Signs
        and Advertising

         


        
                  The
        Tenant shall not paint, affix, display or cause to be painted, affixed or displayed, any
        sign, picture, advertisement, notice, lettering or decoration on any part of the exterior
        of the Leased Premises or on the inside or any exterior window without, in each instance,
        obtaining the prior written approval of Landlord which may be unreasonably withheld. The
        Landlord shall install and maintain, at its expense, building standard signage including
        podium signage, if any, internal building signage as required including the building
        directory boards and signage directly adjacent to the Premises, but excluding brass plate
        signage at the building main entrances.

         

          

          


        
        ARTICLE XI


        


        
        DAMAGE AND DESTRUCTION AND
        EXPROPRIATION


        


        
        11.01          Destruction
        of Leased Premises


        


        
             (a)     If
        the Building is at any time destroyed or damaged, (including smoke damage) as a result of
        fire, the elements, accident or other casualty required to be insured against by the
        Landlord pursuant to Section 9.05 hereof or otherwise insured against by the Landlord and
        not caused by the Tenant, and if as a result of such occurrence:

         

                   (i)     the
        Leased Premises are rendered unable only in part, this Lease shall continue in full force
        and effect and the Landlord shall, subject to Section 11.02 (a) hereof, commence diligently
        to reconstruct, rebuild or repair the Leased Premises to the extent that the Leased
        Premises are put back in the same condition as they were upon completion of the Landlord's
        Work set out in Schedule "C", and only Rent shall abate proportionately to the portion of
        the Leased Premises rendered unable to be occupied from the date of the destruction or
        damage to the date the Leased Premises have been restored.

         

                   (ii)     the
        Leased Premises are rendered wholly unable to be occupied, the Landlord shall, subject to
        Section 11.02 (a) hereof, commence diligently to reconstruct, rebuild or repair the Leased
        Premises to the extent that the Leased Premises are put back in the same condition as they
        were upon completion of the Landlord's work as set out in Schedule "C", and only gross rent
        shall abate entirely from the date of the destruction or damage to the date the Leased
        Premises have been restored.

        
        

        


        
         

                   (iii)     the
        Leased Premises are not rendered unable to be occupied in whole or in part, the Lease shall
        continue in full force and effect, the Rent and other amounts payable by the Tenant shall
        not terminate, be reduced or abate and the Landlord shall, subject to Section 11.02(a)
        hereof, commence diligently to reconstruct, rebuild or repair the Leased Premises to the
        extent that the Leased Premises are put back in the same condition as they were upon
        completion of the Landlord's Work as set out in Schedule "C".

         

              (b)     Upon the Tenant being
        notified in writing by the Landlord that the Landlord's work as set out in Schedule "C" has
        been substantially completed, the Tenant shall forthwith complete all Tenant's Work
        including, without fully restore the Leased Premises for business fully fixtured, (in any
        case, without the benefit of any capital allowance or payments made at the time of original
        construction by the Landlord to the Tenant in connection with the work set out in Schedule
        "C"). The Tenant shall complete the Tenant's Work within thirty (30) days after notice that
        the Landlord's Work is substantial completed.

         

              (c)     Nothing in this Section
        11.01 requires the Landlord to rebuild the Leased Premises in the condition and state that
        existed before any such occurrence.

         


        
        11.02          Destruction
        of Building


        


        
             (a)     Notwithstanding
        anything contained in this Lease and specifically notwithstanding the provisions of Section
        11.01 hereof, if:

         

                   (i)     Twenty-five
        percent (25%) or more of the Rentable Area of the building is at any time destroyed or
        damaged (including smoke damage) as a result of fire, the elements, accident or other
        casualty, whether or not the Leased Premises are affected by such occurrence, then so often
        as any such event occurs, the Landlord may, at its option (to be exercised by written
        notice to the Tenant within thirty (30) days following any such occurrence), elect to
        terminate this Lease. In the case of such election, the Term and Tenancy hereby created
        shall expire on the thirtieth (30th) day after such notice is given, without indemnity or
        penalty payable or any other recourse by one party to or against the other and the Tenant
        shall, within such thirty (30) day period, vacate the Leased Premises and surrender the
        same to the Landlord with the Landlord having the right to re-enter and repossess the
        Leased Premises discharged of this Lease and to expel all Persons and remove all property
        therefrom. Rent shall be due and payable without reduction or abatement subsequent to the
        destruction or damage and until the date of termination, unless the Leased Premises shall
        have been destroyed or damaged as well, in which event Section 11.01 shall apply.

         

              (b)     If all or any part of the
        building is at any time destroyed or damaged as set out in Section 11.02(a), and the
        Landlord does not elect to terminate this Lease in accordance with the rights hereinbefore
        granted, the Landlord shall, following such destruction or damage, commence diligently to
        reconstruct, rebuild or repair, the Building, but only to the extent of the Landlord's
        responsibilities pursuant to the terms of the various leases for the premises in the
        building and exclusive of any Tenant's responsibilities set out therein. If the Landlord
        elects to repair, reconstruct or rebuild the building or any part hereof, the Landlord may
        use plans and specifications and working drawings other than those used in the original
        construction of the building or any part thereof.

         


        
        11.03          Expropriation


        


        
                  Both
        the Landlord and the Tenant agree to co-operate with each other in respect of any
        expropriation of all or any part of the Leased Premises or any other part of the building,
        so that each may receive the maximum award in the case of any expropriation to which they
        are respectively entitled at law. If and to the extent that any portion of the Building
        other than the Leased Premises is expropriated, then the full proceeds accruing therefrom
        or awarded as a result thereof, shall belong solely to the Landlord and the Tenant will
        abandon or assign to the Landlord any rights which the Tenant may have or acquire by
        operation of law to such proceeds or aware and will execute such documents as in the
        opinion of the Landlord are or may be necessary to give effect to this intention. If at any
        time during the Term, more than twenty percent (20%) of the Rentable Area of the building
        is acquired or expropriated by any lawful expropriating authority, then in any of such
        events, at the option of the Landlord, this Lease shall cease and terminate as of the date
        the interest acquired or expropriated vests in such expropriating authority and the Tenant
        shall have no claim against the Landlord for the value of any unexpired Term or for damages
        or for any reason whatsoever. If the Landlord does not so elect to cancel this Lease by
        notice as aforesaid, this Lease shall continue in full force and effect without any
        reduction or abatement of rent, provided that if any part of the Leased Premises is
        expropriated and as a result thereof the area of the Leased Premises is reduced, then the
        Rentable Area of the Leased Premises shall be adjusted to take into account any such
        reduction in area, and the Minimum Rent payable by the pursuant to Section 4.02 hereof
        shall be adjusted on the basis of the rental rate set out therein.

        
        

        


        
        

         


        
        ARTICLE XII


        


        
        ASSIGNMENT AND
        SUBLETTING


        


        
        12.01     
             Consent Required


        


        
                  The
        Tenant will not assign this Lease in whole or in part, nor sublet all or any part of the
        Leased Premises, nor mortgage or encumber this Lease or the Leased Premises or any part
        thereof, nor suffer or permit the occupation of, or part with or share possession of all or
        any part of the Leased Premises by any Person (all of the foregoing being hereinafter
        collectively referred to as a "Transfer"), without the prior written consent of the
        Landlord in each instance, which consent may not be unreasonably withheld. The consent by
        the Landlord to any Transfer, if granted, shall not constitute a waiver of the necessity
        for such consent to any subsequent Transfer. This prohibition against a transfer is
        construed so as to include a prohibition against any Transfer by operation of law and no
        Transfer shall take place by reason of a failure by the Landlord to reply to a request by
        the Tenant for consent to a Transfer.

         

                   If there is a permitted
        Transfer of this Lease, the Landlord may collect rent from the assignee, sub or occupant
        (all of the foregoing being hereinafter collectively referred to as the "Transferee"), and
        apply the next amount collected to the Rent required to be paid pursuant to this Lease, but
        no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of
        this covenant, or the acceptance of the Transferee as Tenant, or a release of the Tenant
        from the further performance by the Tenant of the covenants or obligations on the part of
        the Tenant herein contained. Any document or consent evidencing such transfer of this Lease
        is permitted or consented to by the Landlord shall be prepared by the Landlord or its
        solicitors, and all reasonable legal and administrative costs with respect thereto shall be
        paid by the Tenant to the Landlord forthwith upon demand. Any consent by the Landlord shall
        be subject to the Tenant causing any such Transferee to promptly execute an agreement
        directly with the Landlord agreeing to be bound by all of the terms, covenants and
        conditions in this Lease as if such transferee had originally executed this Lease as
        Tenant. Notwithstanding any such Transfer permitted or consented to by the Landlord, the
        Tenant shall be jointly and severally liable with the Transferee on this Lease and shall
        not be released from performing any of the terms, covenants and conditions of this
        Lease.

         


        
        12.02          Corporate
        Ownership


        


        
                  If
        the Tenant is a corporation or if the Landlord consented to a Transfer of this Lease to a
        corporation, any transfer or issue by sale, assignment, bequest, inheritance, operation of
        law or other disposition, or by subscription, from time to time of all or any part of the
        corporate shares of the Tenant or of any parent or subsidiary corporation of the Tenant or
        any corporation which is an associate or affiliate of the Tenant (as those terms are
        defined pursuant to the Business Corporations Act, 1982 (Ontario) and amendments thereto),
        which results in any change in the present effective voting control of the Tenant by the
        Person holding such voting control at the date of execution of the Lease (or at the date a
        Transfer of this Lease to a date of execution of the Lease (or at the date a Transfer of
        this Lease to a corporation is permitted) and which does not receive the prior written
        consent of the Landlord in each instance, which consent may not be unreasonably withheld,
        entitles the Landlord to terminate this Lease upon five (5) days' written notice to the
        Tenant given within sixty (60) days after the date the Landlord becomes aware of such
        transfer. The Tenant shall make available to the Landlord, or its lawful representatives,
        all corporate books and records of the Tenant for inspection at all reasonable times, in
        order to ascertain whether there has been any change in control.

        
        

        


        
         

                   However, this Section 12.02
        shall not apply to the Tenant if at such time (a) the Tenant is a public corporation whose
        shares are traded and listed on any recognized stock exchange in Canada or in the Unites
        States; or (b) the Tenant is a private corporation but is controlled by a public
        corporation defined as aforesaid; so long as in either case prior to or as soon as
        reasonably possible thereafter, the Landlord has received assurances satisfactory to the
        Landlord that there will be continuity of the existing management of the Tenant, and of its
        business practices and policies notwithstanding any such sale, transfer or other
        disposition of controlling shares.

         


        
        12.03          Assignment
        by Landlord


        


        
                  In
        the event of the sale or lease by the Landlord of the building or any part thereof, or the
        assignment by the Landlord of this Lease or any interest of the Landlord hereunder, and to
        the extent that such purchaser or assignee assumes the covenants and obligations of the
        Landlord hereunder, the Landlord shall, thereupon and without further agreement be freed
        and relieved of all liability with respect to such covenants and obligations.

         


        
        12.04          
        Profit Rents Upon
        Transfers


        
         


        


        
        In the event of any Transfer by the
        Tenant by virtue of which the Tenant


        
        receives a rent in the form of cash, goods or services from the Transferee which is greater
        than the Rent payable hereunder to the Landlord, the Tenant shall pay any such excess to
        the Landlord in addition to all Rent payable under this Lease, and such excess rent shall
        be deemed to be further Rent payable hereunder.

         

         


        


        
        ARTICLE XIII


        


        
        ACCESS AND ALTERATIONS


        


        
        13.01          Right
        of Entry


        


        
                  (a)     The
        Landlord and its agents have the right to enter the Leased Premises at all times to examine
        the same and to make such repairs, alterations, changes, adjustments, improvements or
        additions to the Leased Premises or the Building or any part thereof or any adjacent
        property as the Landlord considers necessary or desirable, including without limitation,
        the pipes, conduits, wiring, ducts and other installations of any kind in the Leased
        Premises where necessary to serve the Leased Premises or another part of the building, and
        for such purpose, the Landlord may take all material into and upon the Leased Premises
        which is required therefor without the same constituting a re-entry or a breach of any
        covenant for quiet enjoyment contained in this Lease or of any statutory provision. The
        Rent required to be paid pursuant to this Lease shall not abate or be reduced while any
        such repairs, alterations, changes, adjustments, improvements or additions are being made
        due to loss or interruption of business of the Tenant or otherwise, and the Landlord shall
        not be liable for any damage, injury or death caused to any Person or property of the
        Tenant or of others located on the Leased Premises as a result of such entry.

         

                   (b)     The
        Landlord and its agents have the right to enter the Leased Premises at all times to show
        them to prospective purchasers, lessees or mortgagees and during the twelve (12) months
        prior to the expiration of the Term, the Landlord may place upon the Leased Premises the
        usual "For Rent" or "For Sale" notices which the Tenant shall permit to remain thereon
        without molestation or complaint.

        
        

        


        
        

         

                   (c)     If
        the Tenant is not personally present to open and permit an entry into the leased Premises,
        at any time, when for any reason an entry therein is necessary or permissible, the Landlord
        or its agents may forcibly enter the same, without rendering the Landlord or such agents
        liable therefor, and without in any manner affecting the obligations and covenants of this
        Lease. Nothing herein contained, however, is deemed or construed to impose upon the
        Landlord any obligation, responsibility or liability whatsoever for the care, maintenance
        or repair of the Leased Premises, or any part thereof, except as otherwise herein
        specifically provided. The Tenant agrees that any entry by the Landlord upon the Leased
        Premises in accordance with this Section 13.01 is not a re-entry or a breach of any
        covenant for quiet enjoyment contained in this Lease.

         


        
        13.02          Excavation


        


        
                  If
        an excavation is made upon land adjacent to the Leased Premises, or is authorized to be
        made by the Landlord or its duly authorized representatives, the Tenant shall grant the
        person making or authorized to make such excavation, permission to enter upon the Leased
        Premises for the purpose of doing such work as the Landlord considers necessary to preserve
        the walls of the building of which the Leased Premises form a part from injury or damage
        and to support the same in any appropriate manner, without giving rise to any claim for
        damages or indemnification against the Landlord or any diminution or abatement of Rent. The
        Tenant agrees that any work or undertaking by or on behalf of the Landlord pursuant to this
        Section 13.02 is not a re-entry or breach of any covenant for quiet enjoyment contained in
        this Lease.

         

          


        
        ARTICLE XIV


        


        
             
        STATUS STATEMENT, ATTORNMENT AND
        SUBORDINATION

         

         14.01          Status
        Statement


        


        
                  Within
        ten (10) days after written request therefor by the Landlord, or if upon any sale,
        assignment, lease or mortgage of the Leased Premises or the land thereunder or the building
        by the Landlord or by the owner of the Building, a status statement is required from the
        Tenant, the Tenant shall deliver in a form supplied by the Landlord, a status statement or
        a certificate to any proposed mortgagee or purchaser, or to the Landlord, stating (if such
        is the case):

         

              (a)     that this Lease is
        unmodified and in full force and effect (or if there have been modifications, that this
        Lease is in full force and effect as modified and identifying the modification agreements)
        or if this Lease is not in full force and effect, the certificate shall so state;

         

              (b)     the Commencement Rent;

         

              (c)     the date to which Rent has
        been paid under this Lease;

         

              (d)     whether or not there is any
        existing default by the Tenant in the payment of any rent or other sum of money under this
        Lease, and whether or not there is any other existing or alleged default by either party
        under this Lease with respect to which a notice of default has been served and if there is
        any such default, specifying the nature and extent thereof;

         

              (e)     whether there are any
        set-offs, defenses or counter claims against enforcement of the obligations to be performed
        by the Tenant under this lease; and,

         

              (f)     with reasonable
        particularity, details respecting the Tenant's financial standing and corporate
        organization.

         


        
        14.02          Subordination
        and Attornment

        
        

        


        
         


        


        
             (a)     It
        is a condition of this Lease and the Tenant's rights granted hereunder, that this Lease and
        all of the rights of the Tenant hereunder are, and shall at all times be, subject and
        subordinate to any and all mortgages, debentures, trust deeds or the charge or lien
        resulting from, or any instruments of, any financing, refinancing or collateral financing
        or any renewals or extensions thereof from time to time in existence against the lands,
        buildings and improvements forming the Leased Premises or the building. Upon request, the
        Tenant shall subordinate this Lease and all of its rights hereunder in such form as the
        Landlord requires to any and all mortgages, debentures, trust deeds or the charge or lien
        resulting from, or any instrument of, any financing, refinancing or collateral financing
        and to all advances made or hereafter to be made upon the security thereof, and, if
        requested, the Tenant shall attorn to the holder thereof or to the registered owners of the
        Building, provided always so long as Tenant is not in default of its obligations arising
        under this Lease that any such holder shall recognize the rights of Tenant under this
        Lease.

         


        
        14.03          Attorney


        


        
                  The
        Tenant shall, upon request of the Landlord or the Mortgagee or any other Person having an
        interest in the building, execute promptly such instruments or certificates to carry out
        the intent of Section 14.02 and 16.10 as are requested by the Landlord.

         

          


        
        ARTICLE XV


        


        
        DEFAULT


        


        
        15.01          Right
        to Re-enter


        


        
                  Proviso
        for re-entry by the Landlord on non-payment of rent or non-performance of covenants.
        Without limiting the generality of the foregoing, if;

         

              (a)     the Tenant fails to pay any
        Rent or other sums due hereunder on the day or dates appointed for the payment thereof
        (provided the Landlord first gives five (5) days' written notice to the Tenant of any such
        failure); or

         

              (b)     the Tenant fails to observe
        or perform any other of the terms, covenants or conditions of this Lease to be observed or
        performed by the Tenant (provided the Landlord first gives to the Tenant ten (10) days', or
        such shorter period of time as is otherwise provided herein, written notice, or, no notice
        in case of a real or apprehended emergency, of any such failure to perform, and, the
        Tenant, within such period, fails to commence diligently and thereafter to proceed
        diligently to cure any such failure to perform); or

         

              (c)     the Tenant or any
        Indemnifier of this Lease or any Person occupying the leased Premises or any part thereof
        or any licensee, concessionaire or franchisee operating a business in the Leased Premises
        becomes bankrupt or insolvent or takes the benefit of any act now or hereafter in force for
        bankrupt or insolvent debtors or files any proposal or makes any assignment for the benefit
        of creditors or any arrangement or compromise; or

         

              (d)     a receiver or a receiver
        and manager is appointed for all or a portion of the Tenant's property or any such
        Indemnifier's occupant's, licensee's, concessionaire's or franchisee's property; or

         

              (e)     any steps are taken or any
        action or proceedings are instituted by the Tenant or by any other party including without
        limitation, any court or governmental body of competent jurisdiction for the dissolution,
        winding-up or liquidation of the Tenant's or its assets; or

         

              (f)     the Tenant makes a sale in
        bulk (other than a bulk sale made to an assignee or sublessee pursuant to a permitted
        assignment or subletting hereunder and pursuant to the Bulk Sales Act of Ontario); or

         

              (g)     the Tenant abandons or
        attempts to abandon the Leased Premises; or 

        
        

        


        
        

         

              (h)     the Tenant transfers or
        permits the occupation of all or any part of the Leased Premises by any one except in a
        manner permitted by this Lease; or

         

              (i)     this Lease or any of the
        Tenant's assets are taken under any writ of execution; or

         

              (j)     re-entry is permitted under
        any other terms of this Lease;

         

         than the Landlord, in addition to any other rights or remedies it has pursuant to this
        Lease or by law, has, to the extent permitted by law, the immediate right of re-entry upon
        the Leased Premises and may re-enter the Leased Premises, and any or all of the Tenant's
        property may be removed and sold or disposed of by the Landlord as it deems advisable or
        may be stored in a public warehouse or elsewhere at the cost and for the account of the
        Tenant, all without services of notice or resort to legal process and without the Landlord
        being considered guilty of trespass or becoming liable for any loss or damage which may be
        occasioned thereby.

         


        
        15.02          Right
        to Relet


        


        
                  If
        the Landlord elects to re-enter the Leased Premises as herein provided, or if it takes
        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 are necessary in order to relet the Leased Premises,
        or any part thereof for such term or terms (which may be for a term extending beyond the
        term) and at such rent and upon such other terms, covenants and conditions as the Landlord
        in its sole discretion considers advisable. Upon each such reletting all Rent received by
        the Landlord from such reletting shall be applied, first to the payment of any indebtedness
        other than Rent due hereunder from the Tenant to the Landlord; second to the payment of any
        costs and expenses of such reletting including brokerage fees and solicitor's fees and of
        costs of such alterations and repairs; third, to the payment of 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 becomes due and payable hereunder. If such rent received from such
        reletting during any months is less than that to be paid during that month by the Tenant
        hereunder the Tenant shall pay any such deficiency which shall be calculated and paid
        monthly in advance on or before the first day of each and every month. No such re-entry or
        taking possession of the Leased Premises by the Landlord shall be construed as an election
        on its part to terminate this Lease unless a written notice of such intention is given to
        the Tenant. Notwithstanding any such reletting without termination, the Landlord may at any
        time thereafter elect to terminate this Lease for such previous breach. If the Landlord at
        any time terminates this Lease for any breach, in addition to any other remedies it may
        have, it may recover from the Tenant all damages it incurs by reason of such breach,
        including the cost of recovering the Leased Premises, solicitor's fees (on a solicitor and
        his client basis) and including the worth at the time of such termination of the excess, if
        any, of the amount of Rent required to be paid pursuant to this Lease for the remainder of
        the stated Term over the then reasonable rental value of the Leased Premises for the
        remainder of the stated Term, all of which amounts shall be immediately due and payable by
        the Tenant to the Landlord.

         

                   In any of the events referred
        to in Section 15.01 hereof, in addition to any and all other rights, including the rights
        referred to in this section and in Section 15.01 hereof, the full amount of the current
        month's installment of Minimum Rent plus the current months installment on account of
        Additional Rent and any other payments required to be made monthly hereunder, together with
        the next three (3) months' installments of Minimum Rent plus the current months installment
        on account of Additional Rent and such aggregate payments for the next three (3) months,
        all of which shall be deemed to be accruing due on a day-to-day basis, shall immediately
        become due and payable as accelerated Rent, and the Landlord may immediately distrain for
        the same, together with any arrears then unpaid.

         


        
        15.03          Expenses


        


        
                  If
        legal action is brought for recovery of possession of the Leased Premises, for the recovery
        of Rent or any other amount due under this Lease, or because of the breach of any other
        terms, covenants or conditions herein contained on the part of the Tenant to be kept or
        performed, and a breach is established, the Tenant shall pay to the Landlord all expenses
        incurred therefor, including all solicitors fees (on a solicitor and his client basis),
        unless a court shall otherwise award.

        
        

        


        
         


        
        15.04          Removal
        of Chattels


        


        
                  In
        case of removal by the Tenant of the goods and chattels of the Tenant from the Leased
        Premises, the Landlord may follow same for thirty (30) days in the same manner as is
        provided for in the Landlord and Tenant Act (Ontario).

         


        
        15.05          Waiver
        of Exemption from Distress


        


        
                  The
        Tenant hereby agrees with the Landlord that notwithstanding anything contained in Section
        30 of Chapter 232 of the Revised Statutes of Ontario, 1980, or any other Statute
        subsequently passed to take the place of or amend the said Act, none of the goods and
        chattels of the Tenant at any time during the continuance of the Term hereby created on the
        Leased Premises shall be exempt from levy by distress for rent in arrears by the Tenant as
        provided for by any Section or Sections of the said Act or any amendments thereto, and that
        if any claim is made for such exemption by the Tenant or if a distress is 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 said Section or Sections of the said Act or amendment or amendments thereto;
        the Tenant waiving, as it hereby does all and every benefit that could or might have
        accrued to the Tenant under and by virtue of the said Section or Sections of the said Act,
        or any amendment or amendments thereto but for this covenant.

         


        
        15.06     Landlord May Cure Tenant's Default or Perform
        Tenant's Covenants


        


        
                  If
        the Tenant fails to pay, when due, any amounts or charges required to be paid pursuant to
        this Lease, the Landlord after giving five (5) days' notice in writing to the Tenant, may,
        but shall not be obligated to, pay all or any part of the same. If the Tenant is in default
        in the performance of any of its covenants or obligations hereunder (other than the payment
        of Rent or other sums required to be paid pursuant to this Lease) the Landlord may from
        time to time after giving such notice as it considers sufficient (or no notice in the case
        of an emergency) having regard to the circumstances applicable, perform or cause to be
        performed any of such covenants or obligations, or any part thereof, and for such purpose
        may do such things as may be required, including, without limitation, entering upon the
        Leased Premises and doing such things upon or in respect of the Leased Premises or any part
        thereof as the Landlord reasonably considers requisite or necessary. All expenses incurred
        and expenditures made pursuant to this Section 15.06 plus a sum equal to fifteen (15%)
        percent thereof representing the Landlord's overhead shall be paid by the Tenant as Rent,
        or otherwise as maybe the case, forthwith upon demand. The Landlord shall have no liability
        to the Tenant for any loss or damages resulting from any such action or entry by the
        Landlord upon the Leased Premises under Articles XIII of XV and same is not a re-entry or a
        breach of any covenant for quiet enjoyment contained in this Lease.

         


        
        15.07          Lien
        on Trade Fixtures


        


        
                  If
        the Tenant at any time during the term or at the expiration or other termination of the
        term is in default under any covenant or obligation contained in this Lease, the Landlord
        has a lien on all stock-in-trade, inventory, fixtures, equipment and facilities of the
        Tenant as security against loss or damage resulting from any such default by the Tenant and
        said stock-in trade, inventory, fixtures, equipment or facilities shall not be removed by
        the Tenant until such default is cured, unless otherwise permitted in writing by the
        Landlord.

         


        
        15.08          Charges
        Collectable as Rent

        
        

        


        
                  If
        the Tenant is in default in the payment of any amounts or charges required to be paid
        pursuant to this Lease, they shall, if not paid when due, be collectable as rent with the
        next monthly installment of gross rent thereafter falling due hereunder, but nothing herein
        contained is deemed to suspend or delay the payment of any amount of money or charges at
        the time same becomes due and payable hereunder, or limit any other remedy of the Landlord.
        The Tenant agrees that the Landlord may, at its option, apply or allocate any sums received
        from or due to the Tenant against any amounts due and payable hereunder in such manner as
        the Landlord sees fit.


        


        
        ARTICLE XV1


        
        MISCELLANEOUS


        


        
        16.01          Rules
        and Regulations


        


        
                  The
        Rules and Regulations applicable to the Tenant are attached at Schedule “D”,
        and are hereby made a part of this Lease as if they were embodied herein, and the Tenant
        shall comply with and observe the same.

         

                   The Tenant's failure to keep
        and observe the rules and regulations constitutes a default under this Lease in such manner
        as if the same were contained herein as covenants. The Landlord reserves the right from
        time to time to amend or supplement the Rules and Regulations applicable to the Leased
        Premises or Building with respect to the same or similar items outlined at Schedule
        “D”. Notice of the Rules and Regulations and amendments and supplements, if
        any, shall be given to the Tenant and the Tenant shall thereupon comply with and observe
        all such rules and regulations provided that no Rules and Regulations shall contradict any
        terms, covenants and conditions of this Lease.

         


        
        16.02          Overholding
        - No Tacit Renewal


        


        
                  If
        the Tenant remains in possession of the Leased Premises after the end of the term with the
        consent of the Landlord but without having executed and delivered a new lease, there is no
        tacit renewal of this Lease and the term hereby granted, notwithstanding any statutory
        provisions or legal presumption to the contrary, and the Tenant shall be deemed to be
        occupying the Leased Premises as a from month to month at a monthly Minimum Rent payable in
        advance on the first day of each month equal to One hundred and fifty percent (150%) of
        Minimum Rent paid during the last year of the Term.

         


        
        16.03          Successors


        


        
                  All
        rights and liabilities herein granted to, or imposed upon the respective parties hereto,
        extend to and bind the successors and assigns of the Landlord and the heirs, executors,
        administrators and permitted successors and assigns of the Tenant, as the case may be. No
        rights, however, shall enure to the benefit of any assignee of the Tenant, unless the
        assignment to such assignee has been approved by the Landlord in writing as provided in
        Section 12.01 hereof. If there is more than one, they are all bound jointly and severally
        by the terms, covenants and conditions herein.

         


        
        16.04          Partnership


        


        
                  If
        the Tenant is a partnership (the "Tenant Partnership") each Person who is presently a
        member of the partnership, and each Person who becomes a member of any successor Tenant
        Partnership hereafter, shall be and continue to be liable jointly and severally for the
        full and complete performance of, and shall be and continue to be subject to this Lease,
        whether or not such Person ceases to be a member of such Tenant Partnership or successor
        Tenant Partnership.

         


        
        16.05          Waiver


        


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

        
        

        


        
        

         

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

         


        
        16.06          Accord
        and Satisfaction


        


        
                  No
        payment by the Tenant or receipt by the Landlord of a lesser amount than the monthly
        payment of Gross Rent herein stipulated is deemed to be other than on account of the
        earliest stipulated Gross Rent, nor is any endorsement or statement on any cheque or any
        letter accompanying any cheque or payment as Rent deemed an acknowledgement of full payment
        or an accord and satisfaction, and the Landlord may accept and cash such cheque or payment
        without prejudice to the Landlord's right to recover the balance of such Rent or other
        remedy provided in this Lease.

         


        
        16.07          No
        Partnership or Agency


        


        
                  The
        Landlord does not in any way or for any purpose become a partner of the Tenant in the
        conduct of its business, or otherwise, or a joint venturer or a member of a joint
        enterprise with the Tenant, nor is the relationship of principal and agent created.

         


        
        16.08          Force
        Majeure


        


        
                  Notwithstanding
        anything to the contrary contained in this Lease, if the Landlord or Tenant is bona fide
        delayed or hindered in or prevented from the performance of any term, covenant or act
        required hereunder by reason of any strike, labour trouble; inability to procure materials
        or services; power failure; restrictive governmental law or regulation; riot; insurrection;
        sabotage; rebellion; war; act of God; or other reason whether of a like nature or not which
        is not the fault of the said Party, then performance of such terms, covenant or act is
        excused for the period of the delay and the Party shall be entitled to perform such term,
        covenant or act within the appropriate time period after the expiration of the period of
        such delay. Notwithstanding the above, this Section does not apply to the Tenant's payment
        of Rent.

         


        
        16.09          Notices


        


        
                  Any
        notice, demand, request or other instrument which may be or is required to be given under
        this Lease shall be delivered in person or sent by registered mail postage prepaid and
        shall be addressed (a) if to the Landlord, to the Landlord at 2904 South Sheridan Way,
        Oakville, Ontario, L6J 7L7, or to such other Person or at such other address as the
        Landlord designates by written notice, and (b) if to the Tenant, at the Leased Premises.
        Any such notice, demand, request or consent is conclusively deemed to have been given or
        made on the day upon which such notice demand, request or consent is delivered, or, if
        mailed, then on the second business day following the date of mailing, as the case may be,
        provided that in the event of interruption of mail deliveries by reason of strike or
        otherwise, the second business day following resumption of mail delivery. Either party 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 is deemed to be the address of such party for the giving of notices
        hereunder.

         


        
        16.10          Registration


        


        
             (a)     Neither
        the Tenant nor anyone on the Tenant's behalf or claiming under the Tenant shall register
        this Lease or any permitted sublease of this Lease or any document evidencing any interest
        of the Tenant in the Lease or the Leased Premises, against the lands or any part thereof
        comprising the Building or the Leased Premises, against the lands or any part thereof
        comprising the building or the Leased Premises. If either party intends to register a
        document for the purpose only of giving notice of this Lease or of any permitted assignment
        or permitted sublease of this Lease, then, upon request of such party, both parties shall
        join in the execution of a short form of this Lease or of any permitted assignment or
        permitted sublease of this Lease, then, upon request of such party, both parties shall join
        in the execution of a short form of this Lease ("Short Form") solely for the purpose of
        supporting an application for registration of notice or this Lease or of any permitted
        assignment or permitted sublease. The form of the short form and of the application to
        register notice of this Lease or of any permitted assignment or permitted sublease shall
        (i) be prepared by the Landlord or its solicitors at the Tenant's expense;) (ii) include
        therein a provision for, and require consent to, such registration by or on behalf of the
        Landlord; and (iii) only describe the parties, the Leased Premises and the Commencement
        Date and expiration date of the Term.

        
        

        


        
        

         

              (b)     All costs, expenses and
        taxes necessary to register notice of this Lease or of any permitted assignment or
        permitted sublease shall be the sole responsibility of the Tenant and the Tenant will
        complete any necessary affidavits required for registration purposes, including affidavits
        necessary to register the power of attorney contained in the short form. If requested by
        the Landlord, the Tenant shall execute promptly a power of attorney at any time and from
        time to time as may be required to give effect to this Section 16.10(b).

         


        
        16.11          Compliance
        with The Planning Act


        


        
                  It
        is an expressed condition of the within Lease and the Landlord and the Tenant so agree and
        declare that the Provisions of Section 49 of the Planning Act, 1983 (Ontario), and
        amendments thereto, be complied with if applicable in law. Until any necessary consent to
        the Lease is obtained, the term (including any extensions thereof) and the Tenant's rights
        and entitlement granted by this Lease are deemed to extend for a period only of twenty-one
        (21) years less one (1) day from the Commencement Date. The Tenant shall apply diligently
        to prosecute such application for such consent forthwith upon the execution of the Lease by
        the Landlord and the Tenant shall be responsible for all costs, expenses, taxes and levies
        imposed, charged or levied as a result of such application and in order to obtain such
        consent. The Tenant shall keep the Landlord informed, from time to time, of its progress in
        obtaining such consent and the Landlord shall co-operate with the Tenant in regard to such
        application. Notwithstanding the foregoing provisions of this Section 16.11 the Landlord
        reserves the right at any time to apply for such consent in lieu of the Tenant (at the
        Tenant's expense) and the Tenant's application is hereby expressly made subject to any
        application which the Landlord intends to make.

         


        
        16.12          Quiet
        Enjoyment


        


        
                  If
        the Tenant pays the Rent and other sums herein provided, and observes and performs all the
        terms, covenants and conditions on the Tenant's part to be observed and performed, the
        Tenant shall peaceably and quietly hold and enjoy the Leased Premises for the Term hereby
        demised without hinderance or interruption by the Landlord, or another Person lawfully
        claiming by, through or under the Landlord subject, nevertheless, to the terms, covenants
        and conditions of this Lease.

         


        
        16.13          Option
        to Renew


        


        
                  If
        the Tenant is not in default under the terms, covenants and provisions contained in this
        Lease Tenants at the date of the giving of the Tenant's notice hereinafter referred to and,
        if the Tenant has not been habitually in default in the performance of the covenants,
        provisos and agreements herein contained and on the part of the Tenant to be performed,
        then, the Tenant shall have the option of renewing this Lease for a further term of
        THREE (3) YEARS
        upon the expiration of the herein term
        provided that the Tenant shall have the option, at least six (6) months prior to the
        expiration of the initial term but such written notice may not and shall not be given
        earlier than nine (9) months prior to the expiration of the initial term. In the event that
        the Tenant shall exercise the option as aforesaid, then the Lease for such additional
        consecutive term shall be upon the same terms and conditions as contained in this Lease,
        save and except that:

         

                   (a)     There
        shall be no additional option to renew; and

         

                   (b)     The
        annual Minimum Rent for such additional consecutive term shall be as mutually agreed upon
        in writing by the Tenant and the Landlord prior to the expiration of the initial term. The
        annual Minimum Rent payable in such additional consecutive term shall be based upon the
        prevailing market rate for similar space located in a building of the same quality as the
        Building in the municipality in which the Building is located, in effect as at the
        expiration date of the then expiring period of this Lease. In the event that the Tenant and
        the Landlord cannot mutually agree upon the annual Gross Rent for such additional
        consecutive terms, then the disagreement shall be referred to arbitration.

         

                   The provision of this
        paragraph shall be deemed to be a submission to arbitration within the provisions of The
        Arbitration Act, and any statutory modification or re-enactment thereof. If the original
        term or any renewal period has expired and, the Landlord and Tenant are proceeding to
        arbitrate the Minimum Rent for the subsequent renewal period then, until such arbitration
        becomes final and binding, the annual Minimum Rent paid by the Tenant shall be as
        determined by the Landlord acting reasonably using the prevailing market rate for similar
        space in the area located in a building of the same quality as the Building and, adjusted
        upon receipt of the Arbitrator's decision.

         

                        
        IN WITNESS
        WHEREOF, the Landlord, the
        Tenant and the Indemnifier have signed and sealed this Lease as of the day and year first
        above written.


        


        
        SIGNED, SEALED
        AND     )

        DELIVERED in the           
         )

        presence
        of:                      
        )     ______________________  


        
                     
                                              DAVID
        M WELTON

         

         SIGNED, SEALED AND     )

        DELIVERED in the            
        )

        presence
        of:                      
        )     ________________________

                                                           
        JOHN W WELTON

         

         SIGNED, SEALED AND     )

        DELIVERED in the            
        )

        presence
        of:                     
         )     per:_______________________c/s

                            


          

         SIGNED, SEALED AND     )

        DELIVERED in the           
         )

        presence
        of:                     
         )     per:________________________c/s

         

          

        

        
        


        

        

        


        
        SCHEDULE "A"


        


        
        LEGAL DESCRIPTION OF BUILDING


        


        
        Part of Parcel Block 1-3, Section
        20M-367 being Part of Block 1, Plan 20M-367 designated as parts 8 and 11 Plan 20R-8626,
        Town of Oakville, Regional Municipality of Halton. Land Titles Division of Halton (No.
        20).


         


         


        
        

        

        
        


        

        

        


        
        SCHEDULE "B"


        


        
        PLAN SHOWING LEASED PREMISES


        
         


        
         


        
         

        
        


        

        

        


        
        SCHEDULE "C"


        


        
        LANDLORD'S WORK AND TENANT'S
        WORK

         


        


        


        	
                	
                    
                    1)     

                	
                    
                    Paint Premises to
                    Tenant’s choice of colour from Landlord’s building standard
                    samples

                


        

        

        



        


        


        	
                	
                    
                    2)     

                	
                    
                    Carpet to Tenant’s
                    choice of colour from Landlord’s building standard samples

                


        

        

        



        


        


        	
                	
                    
                    3)     

                	
                    
                    Install new entrance door
                    in wood and glass French door style – no sidelight required

                


        

        

        



        


        


        	
                	
                    
                    4)     

                	
                    
                    Replace any broken or
                    discoloured ceiling tiles and light lenses

                


        

        

        



        


        


        	
                	
                    
                    5)     

                	
                    
                    Finish drywall and other
                    door/frame in premises

                


        

        

        



        


        


        	
                	
                    
                    6)     

                	
                    
                    Landlord, at its expense
                    shall provide building standard directory board and suite signage for the
                    Tenant

                


        

        

        



        

        
        


        

        

        
        SCHEDULE "D"


        


        
             RULES
        AND REGULATIONS FORMING PART OF THE WITHIN LEASE

         


        
        

         

        1.     The
        sidewalk, entry, passages, elevators, fire escapes and common stairways shall not be
        obstructed by any of the Tenants or used by them for any other purpose other than for
        ingress and egress to and from their respective demised premises. Tenants will not place or
        allow to be placed in the building corridors or public stairways any waste paper, dust,
        garbage, refuse or anything whatever that would tend to make them unclean or untidy.

         

         2.     The skylights and windows that reflect or admit light into
        passageways and common areas of the Building shall not be covered or obstructed by any of
        the Tenants, and no awnings shall be put up, without the written consent of the
        Landlord.

         

         3.     The water-closets and other water apparatus shall not be
        used for any purpose other than those for which they were constructed, and no sweepings,
        rubbish, rags, ashes or other substances shall be thrown therein. Any damage resulting from
        misuse shall be borne by the Tenant by whom, or by whose agent, servant or employee, the
        same is caused. Tenants shall not let the water run unless in actual use nor shall they
        deface any part of the Building.

         

         4.     No Tenant shall do or permit anything to be done in the
        Building or bring or keep anything therein which will in any way increase the risk of fire,
        or obstruct or interfere with the rights of other Tenants, or violate, or act at variance
        with, the laws relating to fires or with the regulation of the Fire Department or the Board
        of Health.

         

         5.     Tenant's, their agents, employees or servants or persons
        having business with them, shall not make or commit any improper noises in the Building,
        lounge about doors or corridors, or interfere in any way with other Tenants or those having
        business with them.

         

         6.     Nothing shall be thrown by the Tenants, their agents,
        employees or servants, out of windows or doors or down the passages or skylights of the
        Building.

         

         7.     No birds or animals shall be kept in or about the Building
        nor shall the Tenants operate or permit to be operated any musical or sound producing
        instrument or devise inside or outside the Leased Premises which may be heard outside the
        Leased Premises.

         

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

         


        
        9.     The Landlord shall
        have the right:


        


        
             (a)     to
        require all persons entering or leaving the Building during such hours as the Landlord may
        reasonably determine to identify themselves to a watchman by registration or otherwise to
        establish their right to enter or leave; and

         

              (b)     to exclude or expel any
        peddlar or beggar at any time from the Leased Premises or the Building.

         

         10.     Tenant's must observe strict care not to allow their
        windows to remain open so as to admit rain or snow, or so as to interfere with the heating
        of the Building. Any injury or damage caused to the Building or its appointments,
        furnishings, heating and other appliances, or to any other Tenant or to the premises
        occupied by any other Tenant by reason of windows being left open, by interference with or
        neglect of the heating appliance, or by reason of any other misconduct or neglect upon the
        part of the Tenant or any other person or servant subject to him shall be made good by the
        Tenant in whose premises the neglect, interference or misconduct occurred.

         

          

         11.     It shall be the duty of the respective Tenants to assist
        and co-operate with the Landlord in preventing injury to the Building and those in or on
        the premises demised to them respectively.

         

         12.     No inflammable oils or other inflammable, dangerous or
        explosive materials shall be kept or permitted to be kept in said premises. Nothing shall
        be placed on the outside of the window sills.

         

         13.     Furniture, effects and supplies shall not be taken into
        or removed from the leased Premises, except at such time and in such manner as may be
        previously approved by the Landlord.

         

         14.     No bicycles or other vehicles shall be brought within the
        said Building.

         

         15.     Business machines, filing cabinets, heavy merchandise or
        other articles liable to overload, injure or destroy any part of the Building shall not be
        taken into it without the written consent of the Landlord and the Landlord shall, in all
        cases, retain the right to prescribe the weight and proper position of all such articles
        and the times and routes for moving them into or out of the Building; the cost of repairing
        any damage done to the Building by such manner as may be previously approved by the
        Landlord.

         

         16.     The Tenant shall not place any additional lock upon any
        door of the Building without the written consent of the landlord.

         

         17.     The Tenant shall give the Landlord prompt notice of any
        accident to or any defect in the plumbing, heating, air conditioning, mechanical or
        electrical apparatus or any other part of the Building.

         

         18.     The Tenant shall not install or permit the installation
        or use of any machine dispensing goods for sale in the Leased Premises or the Building

         

         19.     The parking of cars on the surface grade shall be subject
        to the reasonable regulation of the Landlord.

         

         20.     The lining of all window drapes facing the interior
        surface of exterior windows shall be subject to the prior approval of the landlord as to
        colour and material, and the Tenant shall not hang and will remove any draperies which in
        the Landlord's opinion do not conform to any uniform scheme of window coverings established
        for the Building.

         

         21.     The Landlord shall have the right to make such other and
        further reasonable rules and regulations as in its judgment may from time to time be
        needful for the safety, care, cleanliness and appearance of the Leased Premises and the
        Building, and for the preservation of good order therein, and the same shall be kept and
        observed by the Tenants, their agents, employees and servants.

         

         22.     The Tenant agrees to the foregoing RULES AND REGULATIONS,
        which are hereby made a part of this lease, and each of them, and agrees that for such
        persistent infraction of them, or any of them, as may in the opinion of the Landlord be
        calculated to annoy or disturb the quiet enjoyment of any other Tenant, or for gross
        misconduct upon the part of the Tenant, or anyone under him, the Landlord may declare a
        forfeiture and cancellation of the accompanying Lease and may demand possession of the
        Leased Premises upon one week's notice.

         

          


        
        300651.1