EXHIBIT 10.25

                                LEASE AGREEMENT

                                    BETWEEN
                               RECYCLTECH LTD.
                                   AS TENANT
                                      AND
                        PIAMOSI BROS. CONSTRUCTION LTD.
                                  AS LANDLORD

                      DATED this 9th day of October, 1996

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                                INDUSTRIAL LEASE
                               TABLE OF CONTENTS

ARTICLE                                                                   PAGE
 1.   Premises...........................................................     1
 2.   Definitions .......................................................     2
 3.   Term ..............................................................     3
 4.   Basic Rent ........................................................     4
 5.   Taxes .............................................................     5
 6.   Operating Costs ...................................................     5
 7.   Tenant's Covenants ................................................     6
     (a) Pay Rent .......................................................     6
     (b) Utilities Charges ..............................................     6
     (c) Maintenance & Repair ...........................................     6
     (d) Acceptance of Premises .........................................     6
     (e) Entry by Landlord ..............................................     6
     (f) Repair where Tenant at Fault ...................................     7
     (g) Alteration .....................................................     7
     (h) Mortgages and Encumbrances .....................................     7
     (i) Mechanic's Liens ...............................................     7
     (j) Overloading ....................................................     7
     (k) Glass, Locks & Trimmings .......................................     7
     (l) Signs ..........................................................     8
     (m) Surrender on Termination .......................................     8
     (n) Refuse & Garbage ...............................................     8
     (o) Plumbing Fixtures ..............................................     8
     (p) Water Heaters ..................................................     8
     (q) Heating ........................................................     8
     (r) Service Contracts ..............................................     8
     (s) Notice of Accidents ............................................     9
     (t) Outside Storage ................................................     9
 8.  Use of Demised Premises ............................................     9
     (a) Use ............................................................     9
     (b) Observance of Laws .............................................     9
     (c) Exterior Walls .................................................     9
     (d) Waste and Nuisance .............................................     9
     (e) Overloading Systems ............................................     9
     (f) Rules and Regulations ..........................................    10
     (g) Exhibiting Premises ............................................    10
     (h) Alteration of Facilities .......................................    10
     (i) Conservation of Emergy .........................................    10
 9.  Quiet Enjoyment ....................................................    10
10.  Insurance ..........................................................    10
11.  Assignment .........................................................    11
12.  Fixtures ...........................................................    12
13.  Damage or Destruction ..............................................    12
14.  Injuries, Loss and Damage ..........................................    13
15.  Insolvency .........................................................    14
16.  Intent of Lease ....................................................    14
17.  Miscellaneous ......................................................    14
18.  Impossibility, Unavoidable Delays ..................................    14
19.  Certificates .......................................................    15
20.  Distress ...........................................................    15
21.  Re-Entry ...........................................................    15
22.  Entry as Agent .....................................................    15
23.  Right of Termination ...............................................    15
24.  Non-Waiver .........................................................    15
25.  Overholding ........................................................    16
26.  Landlord Performing Tenant's Convenants ............................    16
27.  Payments to Landlord ...............................................    16
28.  Recovery of Adjustments ............................................    16
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                               TABLE OF CONTENTS
ARTICLE                                                                   PAGE
29.  Registration and Planning Act ......................................    16
30.  Mortgages ..........................................................    16
31.  Evidence of Payments ...............................................    17
32.  Assignment by Landlord .............................................    17
33.  Captions ...........................................................    17
34.  Guarantee ..........................................................    17
35.  Notice .............................................................    18
36.  Interpretation of Lease ............................................    19
37.  Time of the Essence ................................................    19
38.  Entire Agreement ...................................................    19
39.  Effect of Lease ....................................................    19
40.  Law ................................................................    20
     Schedules
Schedule A

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THIS INDENTURE made this        day of                 19
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN:       PIAMOSI BROS. CONSTRUCTION, LTD.
               Hereinafter called the "Landlord",
               OF THE FIRST PART
                    - and -
               RECYCLTECH, LTD.
               Hereinafter called the "Tenant"
               OF THE SECOND PART

WITNESSETH:

Premises       1.   THAT in consideration of the rents, covenants and agreements
                    hereinafter reserved and contained on the part of the Tenant
                    to be paid, observed and performed, the Landlord does demise
                    and lease unto the Tenant that designated portion of the
                    building or the entire building (whichever the case may be)
                    containing approximately ______ square feet (the "Premises")
                    upon the lands and premises situate, lying and being in the
                    City of North York, in the _________________ in the Province
                    of Ontatio and municipally known as 471 Champagne Drive
                    including the right at all times to the common use of the
                    driveway areas and the right to park not more than five (5)
                    cars subject to the provisions of this Lease and to any
                    rules and regulations prescribed by the Landlord in
                    connection with such common areas.

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                                   ARTICLE 2

Definitions    2.   FOR the purposes of this Lease:

                    (a)  "Additional Rent" means all amounts payable by the
               Tenant under the terms of this Lease, whether payable to the
               Landlord or otherwise, over and above Basic Rent.

                    (b)  "Basic Rent" means those amounts set out as Basic Rent
               in Article 4 of this Lease:

                    (c)  "Basic Rent Adjustment." The Basic Rent herein set
               forth is calculated on the basis of the area of the Premises
               being 3472 square feet plus the Proportionate Share of the
               service areas of _______ square feet at the Basic Rent of
               $10,416.00 DOLLARS ($3.00) per square foot.

               When the Premises have been completed the exact measurements of
               the Premises shall be taken by the Landlord's Architect and in
               the event that the Premises are found to have an area either more
               or less than the area referred to above, then the Basic Rent
               shall be adjusted upwards or downwards accordingly at the said
               rate. A Certificate prepared by the Landlord's Architects
               certifying the areas shall be conclusive and binding on the
               Tenant.

                    (d)  "Building means the building located on the land in
               which the Premises are located.

                    (e)  "Capital Tax" means the tax or excise imposed upon the
               Landlord which is measured by or based in whole or in part upon
               the capital employed by the Landlord as at the date of the
               substantial completion of construction of the Buildings, imputed
               as if the Buildings were the only real property of the Landlord
               and includes the amount of any capital or other place of
               business tax levied by the Provincial Government or other
               applicable taxing authority against the Landlord with respect to
               the building.

                    (g)  "Landlord's Architect" means a qualified architect,
               engineer or Ontario Land Surveyor from time to time chosen by the
               Landlord.

                    (h)  "Lease" means this Lease and any alterations from time
               to time made to this Lease in accordance with the provisions
               herein set out.

                    (i)  "Operating Costs" means the total costs, expenses or
               amounts incurred, whether by the Landlord or others on behalf of
               the Landlord in connection with the complete maintenance,
               operation, management and repair of the lands and Buildings and
               all components thereof including structural repair, roof
               repairs and replacements not to exceed $300 per year. Such costs,
               expenses and amounts shall include, without limiting the
               generality of the foregoing, all expenditures made by the
               Landlord in an effort to promote energy conservation, the cost of
               electricity including lighting, not otherwise paid by the Tenant
               hereunder, the cost of snow, ice and refuse clearance and
               removal, gardening, landscaping and window cleaning, repaving,
               line painting, lighting signs, sanitary control, cleaning and
               maintenance of the exterior face of outside walls, the cost of
               all Insurance (including, "all risks", loss of rental income,
               general liability and boiler insurance), accounting costs
               incurred in connection with preparation of statements and
               opinions for tenants, the cost of providing security services,

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               the cost of consultants retained with intent of reducing costs,
               business taxes and real property taxes including local
               improvement rates applicable to the parking areas, entrance area,
               driveways, walkways, lawns and other service areas; amounts paid
               on service contracts, the amount of all salaries, wages and
               benefits paid to or on half of on-site persons engaged in
               cleaning, supervision, maintenance, operation, management and
               repair, plus an administrative fee equal to fifteen percent (15%)
               of the total of the aforesaid costs, expenses and amounts.

               Any report of the Landlord's chartered accountant or other
               licensed public accountant appointed by the Landlord shall be
               conclusive as to the amount of Operating Costs for any period to
               which such report relates.
               Operating Costs shall not include interest on Landlord's debt or
               capital retirement of debt, depreciation of all capital and
               equipment, capital taxes, loss of rental income
               insurance.

                    (j)  "Proportionate Share" means that fraction having as
               its numerator the area of the Premises, and having as its
               denominator the area of all Buildings, (by outside measurements).
               The area of the Premises shall be measured and determined by
               outside measurements, provided that in the event that the
               Premises are a part of a Building, the outside walls to the
               centre of partitions which separate the Premises from adjoining
               premises or service areas shall be used for determining area of
               the Premises.

                    (k)  "Taxes" means all taxes, rates, duties, levies and
               assessments whatsoever whether municipal, parliamentary or
               otherwise, levied, charged or assessed upon the lands and
               Buildings or upon any part or parts thereof and all improvements
               now and hereafter erected or placed on the Premises, or charged
               against the Landlord on account thereof, including local
               improvement charges but excluding any taxes such as corporate,
               income, profit and excess profit taxes assessed upon the income
               of the Landlord. In addition to the foregoing, Taxes shall
               include any and all taxes, charges, levies, or assessments which
               may in the future be levied, charged or assessed in lieu therof
               or in addition thereto. Taxes shall also include all costs and
               expenses incurred by the Landlord in obtaining or attempting to
               obtain a reduction or prevent an increase in the amount of such
               Taxes.

                    (l)  "Term" means that term set out in Article 3 of this
               Lease or as such Term may be altered, extended or reduced
               in accordance with the provisions of this Lease.

                    (m)  "Year" means each calendar year, the whole or part of
               which is included within the Term.


                          ARTICLE 3

Term           3.   TO HAVE AND HOLD the Premises for and during the term of
               two (2) years, to be computed from and inclusive of the 1st day
               of December, 1996, and from thenceforth next ensuing and fully
               to be complete and ended on the 30th day of November, 1998.
               Provided that if the Premises are not ready for occupation by
               the Tenant on the date hereinbefore stipulated, the rent shall
               abate and shall not accrue nor be payable until the Premises are
               ready for occupation by the Tenant.
               A Certificate by the Landlord's Architect certifying that the
               Premises are ready for occupation shall be conclusive and binding
               upon the Tenant.

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                                   ARTICLE 4

Basic Rent     4.   (a) YIELDING AND PAYING therefor yearly and every year
               during the Term unto the Landlord as Basic Rent for the Premises
               without set-off, deductions or defalcation whatever in lawful
               money of Canada:

                    (b) The aforesaid sums referred to in Article 4 (a) hereof
               shall be paid in equal monthly instalments in advance, on the
               first day of each month during the term, to the Landlord at the
               address hereinafter designated or at such other place as the
               Landlord shall designate, the first of such payments to be made
               on the first day of December, 1996. If the date upon the
               which the Premises are ready for occupation by the Tenant is on
               a date other than the first day of a month, the Term shall
               commence on the first day of the month following, and the rent
               for the fraction of the month shall be adjusted pro rata.

                    (c) The Tenant covenants and agrees that the Landlord may,
               at its option apply all sums received from the Tenant to any
               rent or other amounts payable hereunder in such order as the
               Landlord sees fit.

                    (d) The Landlord acknowledges receipt of the sum of three
               thousand, two hundred thirty eight .27 DOLLARS ($3238.27),
               which is to be held by the Landlord and applied as follows:

                         (i)
                         DOLLARS ($3238.27),
               as Basic Rent for the first and last months of the term hereby
               created:

                         (ii)
                         DOLLARS ($0),
               not to be applied on account of rent but to be held by the
               Landlord as security for the full and faithful performance by the
               Tenant of all the agreements, terms, covenants and conditions
               herein set forth and applied against expenses or other costs or
               damages and not as penalty, upon forfeiture, default or early
               termination by the Tenant without prejudice to any further claims
               by the Landlord for damages and any remedy of recovery thereof.
               In the event the Tenant carries out the terms and conditions of
               this Lease, the Tenant shall, after vacating the Premises be
               entitled to the return of its deposit less any deductions made
               in respect of any default of the Tenant.

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                          ARTICLE 5

Taxes          5.   (a)  The Tenant covenants and agrees to pay all Taxes,
               rates, charges, licenses, duties and assessments whatsoever
               whether municipal, provincial, federal or otherwise now or
               hereafter charges, assessed, levied or imposed in respect of any
               personal property, fixtures, business or other activity carried
               out upon or in connection with the Premises.

                    (b)  If the Premises are not separately assessed by the
               relevant taxing authorities, then the aforesaid taxes shall be
               apportioned by the Landlord to the end that there shall be
               attributed to the Premises its Proportionate Share of such
               Taxes, and such amount or amounts shall be payable by the Tenant
               to the Landlord forthwith upon demand as additional rent.

                    (c)  If the Tenant or any person occupying the Premises
               or any part thereof shall elect to have the Premises, or any
               part thereof, assessed for separate school taxes, then the
               Tenant agrees to pay the amount, if any, by which the separate
               school taxes exceed the amount which should have been payable
               as school taxes had such election not been made.


                    (d)  If the taxes in respect of the Building in or upon
               which the Premises are situate, or any part thereof, shall be
               increased by reason of any installations made in or upon, or
               any alterations made in or to the Premises by the Tenant, the
               Tenant agrees to pay the amount of such increase.

                    (e)  The Tenant upon request of the Landlord will promptly
               display to the Landlord all paid bills for taxes which bills
               after inspection by the Landlord, shall be returned to the
               Tenant in the event that the Tenant is billed directly.

                    (f)  The Tenant covenants and agrees to pay to the Landlord
               monthly, on the date for payment of monthly rental instalments,
               as Additional Rent, during the first nine (9) months of the Year,
               an amount equal to one ninth (1/9th) of the amount estimated by
               the Landlord to be the amount of the Taxes for such Year. The
               Landlord shall be entitled subsequently during each Year, upon at
               lease fifteen (15) days notice to the Tenant, to revise its
               estimate of the amount of Taxes and the said monthly instalment
               shall be revised accordingly. All amounts received under this
               provision in any Year on account of the estimated amount of the
               Taxes shall be applied in reduction of the actual amount of the
               Taxes for such Year. If the amount received is less than the
               actual Taxes, the Tenant shall pay any deficiency to the Landlord
               as additional rent within fifteen (15) days following receipt by
               the Tenant of notice of the amount of such deficiency. If the
               amount received is greater than the actual Taxes, the Landlord
               shall either refund the excess to the Tenant as soon as possible
               after the end of the Year in respect of which such payments were
               made, or at the Landlord's option, shall apply such excess
               against any amounts owing or becoming due to the Landlord by the
               Tenant.

                    (g)  If the Term of this Lease commences or ends on any day
               other than the first or last day, respectively, of a Year, the
               Tenant shall be liable only for the portion of the Taxes for
               such Year as falls within the Term.

                                   ARTICLE 6

Operating      6.   (a)  The Tenant covenants and agrees to pay its
Costs          Porportionate Share of the Operating Costs.

                    (b) The Landlord shall be entitled at any time or times in
               any Year, upon at least fifteen (15) days notice to the Tenant,
               to require the Tenant to pay to the Landlord monthly, on the date
               for payment of monthly rental instalments, as Additional Rent, an
               amount equal to one-twelfth (1/12th) of the amount estimated by
               the landlord to be the amount of the Operating Costs for such
               year. The Landlord shall be entitled subsequently during such
               Year, upon at least fifteen (15) days notice to the Tenant, to
               revise its estimate of the amount of the Operating Costs and the
               said monthly instalment shall be revised accordingly. All amounts
               received under this provision in any Year on account of the
               estimated amount of Operating Costs shall be applied in reduction
               of the actual amount of Operating Costs for such Year. If the
               amount received is less than the actual Operating Costs for such
               Year, the Tenant shall pay any deficiency to the Landlord as



<PAGE>
               Additional Rent within fifteen (15) days following receipt by
               the Tenant of notice of any amount of such deficiency. If the
               amount received is greater that the actual Operating Costs, the
               Landlord shall either refund the excess to the Tenant as soon as
               possible after the end of the Year in respect of which such
               payments are made, or at the Landlord's option, shall apply such
               excess against any amounts owing or becoming due to the
               Landlord by the Tenant.

                                    ARTICLE 7
Tenant's
Covenants

Pay Rent       7.   (a)  The Tenant Covenants to pay Basic Rent and Additional
               Rent in the manner and at the times herein reserved.

Utilities           (b)  The Tenant shall pay as the same become due
Charges        respectively all charges for public utilities, which, without
               limiting the generality of the foregoing, shall include water,
               gas, heat, electrical power or energy, steam or hot water used
               upon or in respect of the Premises and for fittings, machinery,
               apparatus, meters or other things leased in respect thereof and
               for all work or services performed by any corporation or
               commission in connection with such public utilities. In no event
               shall the Landlord be liable for any injury to the Tenant, its
               servants, agents, employees, customers and invitees or to any
               property of any other person, firm or corporation on or about the
               Premises caused by an interruption or failure in the supply of
               any such utilities to the Premises. In the event separate utility
               meters are not supplied and the utility bill or bills are
               rendered directly to the Landlord, the Landlord, in consultation
               with its engineer, shall estimate the amount of such utility
               used by the Tenant and the same shall be payable to the Landlord
               forthwith upon demand as Additional Rent. The estimate of the
               Landlord's engineer, with regard to the use of any utility
               service, shall be final and binding on the parties hereto. In
               the event of any abnormal consumption of water, either by reason
               of the character of the business carried on by the Tenant or by
               the use of mechanical or other contrivances, the Tenant shall
               install a water meter at its own expense and shall pay as
               additional rent for the excess water consumed on the said
               premises, payment for such excess to be made to the Landlord
               monthly on the basis for the estimated charges, which shall be
               adjusted semi-annually. The Tenant further undertakes and agrees
               not to bypass the aforesaid water meter.

Maintanance         (c)  The Tenant, at its own expense, shall maintain and
Repair         keep the Premises and every part thereof in a clean and sanitary
               condition and in accordance with all laws, directions, rules and
               regulations of the governmental agencies having jurisdiction and
               will keep the Premises (including the interior faces of the
               exterior walls and all permitted signs) and every part thereof in
               good order and repair and painted or otherwise presentable and
               will maintain in good order and operating condition all services
               and plumbing equipment installed in the Premises, including
               heating units and water and sewage pipes, all as a prudent tenant
               would do save and except for reasonable wear and tear, and costs
               due to: a) the Landlord's default; b) any act, omission or
               negligence of the Landlord or anyone for whom it is in law
               responsible; c) structural defects or weakness or original faulty
               construction; and d) repair or replacement to the structure of
               the Premises and/or the Building.

               Any repair or replacement obligations which are not specifically
               set out herein as the Tenant's responsibility shall be performed
               by the Landlord at its sole cost and risk.

Acceptance          (d) The Tenant shall examine the Premises before
Premises       taking possession hereunder and such taking of possession
               shall be conclusive evidence as against the Landlord
               that at the time thereof the Premises were in good order and
               satisfactory condition and that all promises, representations and
               undertakings by or binding upon the Landlord with respect to any
               alteration, remodelling or decorating by the Landlord. The Tenant
               acknowledges that the existing leasehold improvements, if any,
               are acceptable and that the Tenant is taking possession of the
               Premises as is.

Entry by            (e)  The Landlord may enter and view the state of repair,
Landlord       and the Tenant will upon the request of the Landlord acting
               reasonably repair according to notice in writing provided
               however, that if the tenant fails to repair within a reasonable
               period of time and it shall be lawful for the Landlord and its
               agents, contractors, servants, and employees to enter into and
               upon the Premises and have the same repaired in proper manner and
               to render a reasonable account for such repairs to the Tenant and
               demand payment for same as Additional Rent.

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Repair Where        (f)  If any part of the Buildings, including the Premises
Tenant at      and other areas of the Buildings of which the Tenant has
Fault          exclusive use, boilers, engines, pipes and other apparatus (or
               any of them) used for the purpose of heating or air-conditioning
               the Buildings, or if the water pipes, drainage pipes, electric
               lighting or other equipment of the Buildings or the roof or
               outside walls of the Buildings get out of repair or become
               damaged or destroyed through the negligence, carelessness or
               misuse by the Tenant, its servants, agents, employees or anyone
               permitted by it to be in the Buildings stopping up or injuring
               the heating apparatus, elevators, water pipes, drainage pipes or
               other equipment or part of the Buildings, the expense of the
               necessary repairs, replacements or alterations shall be borne by
               the Tenant who shall pay the same to the Landlord forthwith on
               demand.

Alteration          (g)  The Tenant will not, without the prior written consent
               of the Landlord, make or erect in or to the Premises any
               installations, alterations, additions, partitions, repairs or
               improvements, or do anything which might affect the proper
               operation of the electrical, lighting, heating, ventilating,
               air-conditioning, sprinkler, fire protection or other systems.
               The Tenant's request for consent shall be in writing and
               accompanied by an adequate description of the contemplated work,
               and where appropriate, working drawings and specifications
               therefor. The Landlord's reasonable cost of having its
               architects, engineers or others examine such drawings and
               specifications shall be payable by the Tenant upon demand as
               Additional Rent. The Landlord may require that any or all work to
               be done hereunder be done by contractors or workmen engaged by
               the Tenant but first approved by the Landlord, and all work shall
               be performed in accordance with all laws and any reasonable
               conditions or regulations imposed by the Landlord and completed
               in a good and workmanlike manner and with reasonable diligence
               in accordance with the approvals given by the Landlord. Any
               connections of apparatus to the electrical system, plumbing
               lines, or heating, ventilating or air-conditioning systems shall
               be deemed to be an alteration within the meaning of this
               paragraph. The Tenant shall, at its own cost and before
               commencement of any work, obtain all necessary building or other
               permits and keep same in force.

Mortgages &         (h)  The Tenant shall not create any mortgage, conditional
Encumbrances   sale agreement, or other encumbrance in respect of its leasehold
               improvements or trade fixtures nor mortgage or other encumbrance
               of this Lease.

Mechanic's          (i)  The Tenant covenants to pay promptly all its
Liens          contractors and materialmen and shall do any and all things
               necessary to minimize the possibility of a lien attaching to the
               Premises or to any part of the building and, should any such
               lien be made or filed, the Tenant shall discharge the same
               forthwith (after notice thereof is given to the Tenant), at the
               Tenant's expense. In the event the Tenant shall fail to 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 so obligated, discharge 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 solicitors' fees (on a solicitor and his
               client basis), incurred herein for the discharge of such lien
               shall be due and payable by the Tenant to the Landlord as
               Additional Rent on demand.

Overloading         (j)  The Tenant covenants that it will not bring upon the
               Premises or any part thereof any machinery, equipment, article or
               thing that, by reason of its weight, size of operation, might
               damage the Premises and will not any time overload the floors or
               roof of the Premises and that if any damage is caused to the
               Premises by any machinery, equipment, article or thing or by
               overloading or by any act, neglect or misuse on the part of the
               Tenant, or any of its servants, agents or employees or any
               person having business with the Tenant, the Tenant will forthwith
               pay to the Landlord the cost of making good the same, and that
               any breach of this subparagraph shall be deemed to be a violation
               of the within Lease and the Landlord may, at its option, cancel
               the remainder of the Term upon giving the Tenant fifteen (15)
               days notice in writing of its intention so to do.

Glass,              (k)  The Tenant covenants that all glass, locks and
Locks &        trimmings, in or upon the doors or windows of the Premises, shall
Trimmings      be kept whole. Whenever any part thereof shall become broken,
               the same shall be replaced or repaired immediately with a type
               or quality equivalent to the original installation and such
               replacement and/or repair shall be carried out by the Tenant at
               its expense.

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Assigns             (l)  The Tenant covenants and agrees not to paint, fix,
               display, or cause to be painted, fixed or displayed any sign,
               picture, advertisement, notice, lettering or decoration on any
               part of the exterior of the Premises without in each instance
               the prior written approval of the Landlord. All signs erected
               by the Tenant with the Landlord's approval, as aforesaid, shall
               nevertheless be of uniform size, lettering and location as the
               signs of all other tenants in the Building. Any such signs or
               other advertising material, as aforesaid, shall be removed by
               the Tenant at the termination of this Lease and the Tenant shall
               promptly repair any and all damage caused by such removal.
               Provided, if the Landlord shall, in its sole discretion, desire
               to establish a uniform sign policy for the tenants of the
               Building, then the Tenant acknowledges and agrees that the
               Landlord, at its option, shall be entitled to erect all signs or
               other advertising material in or on the Building advertising the
               respective tenant's business operations therein (including the
               Tenant named herein). The cost of such signs and the installation
               and erection thereof shall be borne by the Tenant and shall be
               payable forthwith on demand. Any such sign shall be erected in
               strict conformance with municipal regulations, requirements and
               by-laws in existence from time to time.

Surrender on        (m)  Upon the expiration or sooner termination of the
Termination    tenancy hereby created the Tenant covenants:

                         (i)  to surrender the Premises in the same condition
               as the Premises were in upon delivery of possession thereto under
               this Lease, reasonable wear and tear, damage by fire, lightning,
               tempest or other casualty not due to the negligence of the
               Tenant, its servants, agents or employees only excepted;

                         (ii) to surrender all keys for the Premises to the
               Landlord at the place then fixed for payment of rent and to
               inform the Landlord of all combinations on locks, safes and
               vaults, if any, in the Premises.
               If at the end of the term hereof, or any renewals thereof, the
               Tenant vacates the Premises and leaves any goods or fixtures
               or any of its property whatsoever on the Premises, the Landlord
               shall have no obligation to look after such goods, fixtures or
               property and may sell or destroy the same, without the Tenant
               receiving any compensation therefor, or have them removed and/or
               stored at the expense of the Tenant or dispose of the same in
               any other manner whatsoever as may be determined by the
               Landlord in its sole discretion.

Refuse &            (n)  The Tenant agrees that it will not allow any waste,
Garbage        refuse, garbage, ashes or other loose or objectionable material
               to accumulate in or about the Premises and will provide covered
               metal receptacles for the same and will at all times keep the
               Premises in clean and wholesome condition, and shall immediately
               before the termination of the Term hereby granted, wash the
               floors, windows, walls and woodwork of the Premises. The Tenant
               further covanants that at the time of termination of the tenancy
               it will leave the Premises in a clean and tidy condition.

Plumbing            (o)  The plumbing fixtures shall not be used for any other
Fixtures       purpose than that for which they were constructed and no foreign
               substances of any kind shall be thrown therein and the expense
               of any breakage, stoppage, or damage shall be borne by the
               Tenant who shall or whose employees, agents, licencees or
               invitees shall have caused it.

Water               (p)  In the event that the Tenant shall require a hot water
Heaters        heater or heaters, the Tenant agrees to lease same from
               Consumers Gas Company or Ontario Hydro and to pay all charges as
               same become due for rental or work services required in
               connection with the said hot water heater or heaters.

Heating             (q)  The Tenant covenants and agrees to heat the Premises
               at its own expenses to a reasonable temperature to prevent the
               occurance of any damage to the Premises and/or the Buildings
               of which the Premises forms a part, by cold or frost.

Service             (r)  The Tenant covenants and agrees to take out a standard
Contracts      servicing contract with a capable company for the service and
               maintenance of heating units and furnaces and air conditioning
               equipment in the Premises, such contract to include the monthly
               cleaning of exchangers and the replacement of filters, and to
               keep such contract in force for the Term of the within Lease or
               any renewal thereof. The Tenant agrees to provide the Landlord
               with a copy of the aforesaid servicing contract.

<PAGE>

Notice of           (s)  The Tenant shall give the Landlord prompt written
Accidents      notice of any accident to or any defect in the plumbing, water
               pipes, heating and/or air conditioning and heating apparatus,
               electrical equipment, conduits or wires, or of any damage or
               injury to the Premises or any part thereof however caused;
               provided that nothing herein shall be construed so as to require
               repairs to be made by the Landlord except as expressly provided
               in this Lease.

Outside             (t)  The Tenant agrees that it will not store any goods
Storage        or matter of any kind whatsoever outside the Premises without
               the express written consent of the Landlord first had and
               obtained.

                                   ARTICLE 8

Use of
Demised
Premises

Use            8.   (a)  The Tenant covenants and agrees that the Premises shall
               be used and occupied for the purposes of _______________________,
               and for no other purpose or purposes whatsoever, save for those
               additional uses to which the Landlord, in its sole and absolute
               discretion, consents in writing.

Observance          (b)  The Tenant shall comply promptly with and conform
of Laws        to the requirements of all applicable statutes, by-laws, laws,
               regulations, ordinances and orders from time to time or at any
               time in force during the Term of this Lease and affecting the
               condition, equipment, maintenance, use or occupation of the
               Premises or fire insurance company by which the Landlord and the
               Tenant or either of them may be insured at any time during the
               Term hereof, and, in the event of the default of the Tenant under
               the provisions of this subclause, which the Tenant upon
               receiving written notice, fails to care, the Landlord may itself
               comply with any such requirement as aforesaid and the Tenant
               will forthwith pay all costs and expenses incurred by the
               Landlord in this regard and the Tenant agrees that all such costs
               and expenses shall be recoverable by the Landlord as if the same
               were Additional Rent reserved and in arrears under this Lease.

Exterior            (c)  The Tenant covenants that it will not erect on, fix
Wall           or fasten to the roof or to the outside walls of the Premises
               any television or radio antenna, sign, fixture or attachment of
               any kind whatsoever without first receiving the Landlord's
               written consent thereto, which consent shall not be unreasonably
               withheld.

Waste and           (d)  The Tenant shall not do or suffer any waste or damage,
Nuisance       disfiguration or injury to the Premises or the fixtures and
               equipment thereof nor permit or suffer any overloading of the
               floors thereof and shall not use or permit to be used any part
               of the Premises for any dangerous, noxious or offensive trade or
               business and shall not do anything or permit anything to be done
               upon or about the Premises nor anything to be brought thereon
               which may reasonably be deemed to be a nuisance, annoyance,
               grievance, damage or disturbance to the occupiers or owners of
               the Building and of adjacent lands or premises as the case may
               be, and the Tenant shall take every reasonable precaution to
               protect the Premises and the Building from danger of fire, water
               damage or the elements.

Overloading         (e) The Tenant shall not install or use any
Systems        electrical or other equipment or electrical arrangement which may
               overload the electrical or other service facilities unless it
               does so with the express written consent to the Landlord and at
               its own expense makes whatever changes are necessary to comply
               with the reasonable and lawful requirements of the Landlord's
               insurance underwriters and governmental authorities having
               jurisdiction and in any event the Tenant shall make no changes
               until it first submits plans and specifications to the Landlord
               for its prior written approval which approval shall not be
               unreasonably withheld.

<PAGE>
Rules and           (f)  The Tenant covenants and agrees to observe and perform
Regulations    all rules and regulations which may now or hereafter be
               promulgated by the Landlord and all of such rules and regulations
               now or hereafter in force shall be read as forming part of the
               terms of this Lease as if the same were embodied herein.

Exhibiting          (g)  The Landlord or its agents and employees shall have
Premises       the right at any time during business hours of the Tenant to
               enter upon the Premises for the purpose of exhibiting same,
               provided that the exercise of such rights shall not unreasonably
               interfere with the Tenant's business.

                         PROVIDED that the Landlord shall have the right six (6)
               months prior to the expiry of the term or the renewal term, as
               the lease may be within six (6) months prior to the termination
               of the said term or any renewal thereof to place upon the
               Premises a notice of reasonable dimensions and reasonably placed
               so as not to interfere with the Tenant's business, stating that
               the Premises are to let; further provided that the Tenant will
               not remove such notice or permit the same to be removed. The
               Landlord and its agents and employees shall also be permitted to
               enter upon the Premises within the aforesaid period to show the
               same to prospective tenants.

Alteration of       (h)  (i)  Notwithstanding anything herein contained to the
Facilities     contrary, provided that the rights of the tenant as set out
               herein are no way affected, the Landlord shall be entitled
               to alter the building services or facilities, the location of
               driveways, sidewalks, parking areas, gardens and landscaped areas
               and to extend existing buildings or erect new buildings or
               extend existing buildings above the leased premises or other
               premises on the lands, so long as all municipal and other
               governmental requirements are met.

                         (ii)  The Tenant and employees, servants, agents and
               contractors of the Tenant, shall park in those areas on the lands
               designated by the Landlord as employee parking areas, if as and
               when the Landlord so designates, and shall not park in any other
               areas whatsoever.

                                   ARTICLE 9

Quiet
Enjoyment      9.   The Landlord covenants with the Tenant for quiet
               enjoyment.

Insurance      10.  (a)  The Tenant shall, throughout the term of this Lease,
               provide at its own expense and keep in force for the benefit of
               the Landlord and Tenant the following insurance coverages

                         (i)  General liability insurance, including tenant's
               legal liability insurance, in respect of injury to or death of
               one or more persons or property damage in an amount satisfactory
               to the Landlord and in any event, in an amount not less than
               TWO MILLION DOLLARS, ($2,000,000.00);

                         (ii) Insurance against loss or damage by fire in
               respect of all improvements to the Premises and equipment
               appuretnant thereto to the full replacement value of same and
               containing the standard extended perils and endorsements; and

                         (iii) Any and all insurance considered necessary by
               the Landlord acting reasonably as a prudent owner.

<PAGE>
               All insurance shall be effected with insurers in an amount and
               upon terms and conditions satisfactory to the Landlord; all
               insurance policies shall provide for thirty (30) days written
               notice of cancellation, non-renewal or material change to the
               Landlord. The Tenant shall promptly furnish to the Landlord
               copies of insurance policies and other evidence satisfactory to
               the Landlord as to such insurance and any renewals therof naming
               Landlord and Landlord's mortgagee as co-insured. In the event
               that the Tenant fails to insure as herein required or fails to
               promptly furnish to the Landlord satisfactory evidence of such
               insurance or the renewal thereof prior to its expiration, the
               Landlord may from time to time effect such insurance for the
               benefit of Tenant or Landlord or both of them and any premium
               paid by the Landlord shall be recoverable by the Landlord as if
               the same were Additional Rent reserved and in arrears.

                    (b)  Neither the Tenant nor its officers, directors, agents,
               servants, licencees or concessionaires, assignees or subtenants
               shall bring onto the Premises nor do nor omit nor permit to be
               done or omitted upon or about the Premises anything which shall
               cause the rate of insurance upon the Premises or the Building or
               any part thereof or its contents to be increased and, if the
               said rate of insurance shall be increased by reason of the use
               made of the Premises even though such use may be a permitted
               use hereunder or by reason of anything done or omitted or
               permitted to be done or omitted by the Tenant or its officers,
               directors, agents, servants, licencees, concessionaires,
               assignees or subtenants or by anyone permitted by the Tenant to
               be upon the Premises, the Tenant shall pay to the Landlord
               forthwith.

                    (c)  If any policy of insurance upon the Building or any
               part of the contents shall be cancelled or refused to be
               renewed or granted by an insurer by reason of the use and
               occupation of the Premises or any part thereof by the Tenant or
               by any of its officers, directors, agents, servants, licensees,
               concessionaires, assignees, subtenants or by anyone permitted
               by the Tenant to be upon the Premises, the Tenant shall forthwith
               upon demand remedy or rectify such use or occupation and if the
               Tenant shall fail to do so forthwith the Landlord may, at its
               option, terminate this Lease by leaving upon the Premises notice
               in writing of such termination and the Tenant shall immediately
               deliver up possession of the Premises to the Landlord and the
               Landlord may re-enter and take possession of the Premises and the
               Tenant shall thereupon pay all rent and any other payment for
               which the Tenant is liable under this Lease apportioned to the
               date of such termination together with all losses, damages or
               costs of any kind arising out of the Tenant's breach of this
               provision and/or the termination of this Lease under this
               subclause.

                    (d)  Neither the Tenant nor anyone claiming by, through
               or under or on behalf of the Tenant shall have any claim, right
               or action or right of subrogation against the Landlord for or
               based upon any loss or damage to the Building or any property
               therein or thereon caused by fire, explosion or other standard
               extended coverage insurance perils save and except if any damage
               occasioned by fire, explosion or other standard extended
               coverage insurance perils results or arises from the negligent
               act or omission of the Landlord or any person or persons for whom
               the Landlord is in law responsible and the Tenant covenants and
               agrees with the Landlord that any and all policies of insurance
               providing coverage as aforesaid shall forthwith be endorsed with
               a waiver of any and all subrogation rights which might otherwise
               vest in the insurer of such policy or policies of insurance.

                                   ARTICLE 11

Assignment     11.  The Tenant will not assign, set over, transfer, sublet or
               sublease or in any way deal with or part with the whole or any
               part of the said Premises to any one for or during the whole or
               any part of this Term without written consent first being
               obtained from the Landlord, but such consent shall not be
               unreasonably withheld or delayed.

                    PROVIDED, however, and it is made a condition to the giving
               of such consent that:

                    (i)  The Proposed assignee or sublessee of this Lease shall
                         agree in writing to assume and perform all of the
                         terms, covenants, conditions and agreements by this
                         Lease imposed upon the Tenant herein in a form to be
                         approved by the solicitor for the Landlord; and

<PAGE>

                    (ii) In the event of an assignment consented to by the
                         Landlord, the Tenant shall nonetheless remain
                         responsible to the Landlord for the fulfillment of all
                         obligations created by this Lease; and

                    (iii)The Tenant shall pay the Landlord all reasonable legal
                         fees in connection with the assignment plus the sum of
                         One Hundred and Fifty Dollars, ($150.00);

                    For the purpose of this clause, any sale or other
               disposition of whatsoever nature and kind and including the issue
               of shares, merger or statutory amaigamation resulting in a change
               in the beneficial ownership, whether directly or indirectly, of
               the shares of the Tenant, or of any corporation which has de
               facto control over the Tenant, either directly or by reason of
               the holding of shares in any other corporation or corporations,
               shall be deemed to be an assignment by the Tenant of this Lease.

                                   ARTICLE 12

Fixtures       12.  Provided that the Tenant may remove its fixtures and
               chattels if and only if all rent and other charges due or to
               become due are fully paid; provided further, however, that all
               leasehold improvements, installations, additions, partitions and
               fixtures (other than trade or tenant's fixtures in or upon the
               Premises, which term shall in no case include any heating,
               ventilating and air conditioning equipment or other building
               services or carpeting) whether placed there by the Tenant or the
               Landlord shall be the Landlord's property upon the termination of
               this Lease without compensation therefor to the Tenant and shall
               not be removed from the Premises at any time during or after the
               Term. Notwithstanding anything herein contained the Landlord
               shall be under no obligation to replace, repair or maintain such
               leasehold improvements, installations, additions, partitions, and
               fixtures and the Landlord shall have the right upon the
               termination of this Lease by effluxion of time or otherwise
               within thirty (30) days thereafter to require the Tenant to
               remove its leasehold improvements, installations, alterations,
               partitions, and fixtures or anything in the nature thereof made
               or installed by the Tenant and to make good any damage caused to
               the Premises by such installation or removal.

                                   ARTICLE 13

Damage or      13.  (a)  If the Premises or any portion thereof are damaged or
Construction   destroyed by fire or by other casualty against which the Landlord
               is insured, basic rent and additional rent shall abate in
               proportion to the area of that portion of the Premises which,
               in the reasonable opinion of the Landlord, is thereby rendered
               unfit for the purposes of the Tenant until the Premises are
               repaired and rebuilt and the Landlord agrees that it will, with
               reasonable diligence, repair and rebuild the Premises. The
               Landlord's obligation to rebuild and restore the Premises shall
               not include the obligation to rebuild, restore, replace or repair
               any chattel, fixture, leasehold improvement,

<PAGE>
               installation, addition or partition in respect of which the
               Tenant is to maintain insurance under Article 10 or any other
               thing that is the property of the Tenant (in this clause
               collectively called "Tenant's Improvements"); the Premises shall
               be deemed restored and rebuilt and fit for the Tenant's purposes
               when the Landlord's Architect certifies that they have been
               substantially restored and rebuilt to the point where the Tenant
               could occupy them for the purpose of rebuilding, restoring,
               replacing or repairing the Tenants improvements; the issuance
               of the certificate shall not relieve the Landlord of its
               obligation to complete the rebuilding and restoration as
               aforesaid, but the Tenant shall forthwith after issuance of the
               certificate proceed to rebuild, restore, replace and repair
               the Tenant's improvements.

                    (b)  Notwithstanding Section (a) if the Premises or any
               portion thereof are damaged or destroyed by any cause whatsoever
               and cannot, in the reasonable opinion of the Landlord, be rebuilt
               or made fit for the purposes of the Tenant as aforesaid within
               ninety (90) days of the damage or destruction, the Landlord
               instead of rebuilding or making the Premises fit for the Tenant
               may, at its option, terminate this Lease by giving to the Tenant
               within thirty (30) days after such damage or destruction notice
               of termination and thereupon basic rent and additional rent and
               any other payments for which the Tenant is liable under this
               Lease shall be apportioned and paid to the date of such damage
               and the Tenant shall immediately deliver up possession of the
               Premises to the Landlord.

                    (c)  Irrespective of whether the Premises or any portion
               thereof are damaged or destroyed as aforesaid, in the event that
               fifty percent (50%) or more, as determined by the Landlord, of
               the Building, is damaged or destroyed by any cause whatsoever,
               and if, in the reasonable opinion of the Landlord such area
               cannot be rebuilt or made fit for the purposes of the Tenant
               thereof within one hundred and eighty (180) days of such damage
               or destruction, the Landlord may, at its option, terminate this
               lease by giving to the Tenant within thirty (30) days after such
               damage, notice of termination requiring vacant possession of the
               Premises sixty (60) days after delivery of the notice of
               termination and thereupon basic rent and additional rent and any
               other payments for which the Tenant is liable under this Lease
               shall be apportioned and paid up to the date on which vacant
               possession is given and the Tenant shall deliver up posession of
               of the Premises to the Landlord in accordance with such notice
               of termination.

                    (d) Notwithstanding the provisions of Sections (a), (b) and
               (c) hereof, in the event of damage or destruction occurring by
               reason of any cause in respect of which proceeds of insurance are
               substantially insufficient to pay for the costs of rebuilding
               or making fit the Building or the Premises or are not payable to
               or received by the Landlord, or in the event that any mortgagee
               or other person entitled thereto shall not consent to the payment
               to the Landlord of the proceeds of any insurance policy for such
               purpose, the Landlord may terminate this Lease on written notice,
               notwithstanding anything to the contrary herein contained.

                                   ARTICLE 14

Injuries,      14.  Save and except if the losses (as hereinafter defined) are
Loss and       caused, arise, or are a result of the acts, omissions or
Damage         negligence of the Landlord or anyone for whom in law, it is
               responsible. The Landlord shall not be responsible in any way for
               any injury to any person (including death) or for any loss of or
               damage to any property belonging to the Tenant or to other
               persons from time to time attending the Premises while such
               person or property is in or about the Premises, the Buildings, or
               any areaways, parking areas, lawns, sidewalks, steps, truckways
               or platforms in connection therewith, including without limiting
               the foregoing, any loss of or damage to any property caused by
               theft or breakage, or by stream, water, rain or snow or for any
               loss or damage caused by or attributable to the condition or
               arrangements of any electric or other wiring or for any damage
               caused by smoke or anything done or omitted to be done by any
               electric or other wiring or for any damage caused by smoke or
               anything done or omitted to be done by any other tenant of
               premises in the Building or for any other loss whatsoever with
               respect to the Premises, or goods placed therein or any business
               carried on therein (collectively the "Losses"),

<PAGE>
                                   ARTICLE 15

Solvency       15.  Subject to any other rights or remedies available to the
               Landlord, the Tenant covenants and agrees that if the Term hereby
               granted or any of the goods and chattels of the Tenant on the
               Premises shall be at any time during the Term hereof seized or
               taken in execution or attachment by any creditor of the Tenant or
               if the Tenant shall make an assignment for the benefit of
               creditors or any bulk sale or becoming bankrupt or insolvent or
               shall take the benefit of any Act now or hereafter in force for
               bankrupt or insolvent debtors, or if a receiving order is made
               against the Tenant, or if an order shall be made for the winding
               up of the Tenant, or if the Tenant, or if the Premises shall,
               without the consent of the Landlord, become and remain
               substantially vacant or unused for a period of fifteen (15) days
               or be used by any other persons than as such are entitled to use
               them under the terms of this Lease, or if the Tenant assigns this
               Lease or sublets the the Premises without the consent of the
               Landlord or if the Tenant shall without the written consent of
               the Landlord abandon or attempt to abandon the Premises or to
               sell or to dispose of the goods or chattels of the Tenant out of
               the ordinary course of business or to remove them or any of them
               from the Premises so that there would not in the event of such
               abandonment, sale or disposal be sufficient goods on the Premises
               subject to distress to satisfy the rent above due or accruing
               due, or if the Premises are used for a purpose other than that as
               herein provided, then in every such case, the then current
               month's rent and the next ensuing three months rent together with
               all additional charges payable by the Tenant hereunder (to be
               prorated as necessary) shall immediately become due and payable
               and the Landlord may re-enter and take possession of the Premises
               as though the Tenant or the servants of the Tenant or any other
               occupant of the Premises were holding over after the expiration
               of the term hereof, and the said Term shall, at the option of the
               Landlord, forthwith become forfeited and determined, and in every
               one of the cases above, such accelerated rent shall be
               recoverable by the Landlord in the same manner as the rent hereby
               reserved.

                                   ARTICLE 16

Rent/          16.  This is a carefree lease and it is the mutual intention of
Lease          of the parties hereto that the rentals herein provided to be
               paid shall be net to the Landlord and clear of all taxes
               (except Landlord's income and capital taxes), cost and charges
               arising from or relating to the Premises and that the Tenant
               shall save and except as set out herein, bear all costs of and be
               responsible for all matters in relation to the operation,
               maintenance and repair of the Premises save as otherwise provided
               herein and shall pay all charges, impositions and expenses of
               every nature and kind relating to the Premises together with the
               Tenant's share of Operating Costs in accordance with the term
               hereof.

                                   ARTICLE 17

Miscellaneous  17.  (a)  The Tenant covenants that it will not oppose or cause
               to be opposed any application for additions to the Buildings or
               changes of zoning concerning the lands on which the Buildings
               are situate, or any lands of the Landlord within a radius of
               one (1) mile of the Buildings, which is instituted by the
               Landlord provided the ability of the Tenant to use the Premises
               for the purposes herein provided is not adversely affected
               thereby. Upon the request of the Landlord, the Tenant shall
               execute a suitable acknowledgement that it does not oppose any
               such application.

                    (b)  The Tenant acknowledges and agrees that,
               notwithstanding any statutory right to the contrary, it shall
               not object to a severance of the lands upon which the Buildings
               are situate for lease or mortgage purposes of the registration
               in priority to its interest of the common driveway agreement
               for ingress and egress to and from the severed portions of the
               lands upon which the Building is situate.

                                   ARTICLE 18

Impossibility, 18.  Whenever and to the extent the Landlord is unable to fulfill
Unavoidable    or shall be delayed or restricted in the fulfillment of any
Delays         obligation hereunder by reason of being unable to obtain the
               material, goods, equipment, service, utility or labour required
               to enable it to fulfil such obligation or by reason of any
               statute, law, regulation, by-law or order or by reason of any
               other cause beyond its reasonable control, whether of the same
               nature as the foregoing or not, the Landlord shall be relieved
               from the fulfillment of such obligation and the Tenant shall not
               be entitled to compensation for any inconvenience, nuisance or
               discomfort thereby occasioned. There shall be no deduction from
               the rent or other moneys payable hereunder by reason of such
               failure or cause.
<PAGE>

                                   ARTICLE 19

Certificates   19.  The Tenant will at any time and from time to time, at no
               cost to the Tenant, and upon not less than ten (10) days prior
               notice, execute and deliver to the Landlord a statement in
               writing certifying that this Lease is unmodified and in full
               force and effect (or if modified, stating the modifications and
               the Lease is in full force and effect as modified), the amount
               of the annual rental then being paid hereunder, the dates to
               which the same, by instalment or otherwise, and other charges
               hereunder have been paid, whether or not there is any existing
               default on the part of the Landlord of which the Tenant has
               notice, and any other information reasonably required.

                                   ARTICLE 20

Distress       20.  The Tenant waives and renounces the benefit of any present
               or future statute taking away or limiting the Landlord's
               right of distress, and covenants and agrees that notwithstanding
               any such statute none of the goods and chattels of the Tenant
               on the Premises at any time during the Term shall be exempt
               from levy by distress for rent in arrears.

                                   ARTICLE 21

Re-Entry       21.  Proviso for re-entry by the said Landlord on non-payment
               of rent or non-performance of covenants or performance
               of any act prohibited hereunder in accordance with the terms
               hereof.

                                   ARTICLE 22

Entry as       22.  The Tenant further covenants and agrees that on the Landlord
Tenant         becoming entitled to re-enter upon the Premises under any of
               the provisions of this Lease, the Landlord, in addition to all
               other rights, shall have the right to enter the Premises as the
               agent of the Tenant, either by force or otherwise, without being
               liable for any prosecution therefor and to relet the Premises as
               agent of the Tenant and to receive the rent therefor and as the
               agent of the Tenant to take possession of any furniture or other
               property on the Premises and to sell the same at public or
               private sale without notice and to apply the proceeds of such
               sale, and any rent derived from re-letting the Premises, upon
               account of the rent under this Lease and the Tenant shall be
               liable to the Landlord for the deficiency, if any, for the
               remainder of the Term as if such re-entry had not been made, less
               the actual amount received by the Landlord after such re-entry in
               respect of any re-letting applicable to the remainder of the
               Term. The Tenant shall also reimburse the Landlord for all
               reasonable legal and other costs incurred as a result of such
               re-entry or re-letting.

                                   ARTICLE 23

Right of       23.  The Tenant further covenants and agrees that on the Landlord
Termination    becoming entitled to re-enter upon the Premises under any of the
               provisions of this Lease, the Landlord, in addition to all other
               rights, shall have the right to terminate forthwith this Lease
               and Term by leaving upon the Premises notice in writing of its
               intention so to do and thereupon rent and any other payments for
               which the Tenant shall be computed, apportioned and paid in full
               to the date of such termination of this Lease and the Tenant
               shall immediately deliver up possession of the Premises to the
               Landlord, and the Landlord may re-enter and take possession of
               the same.

                                   ARTICLE 24

Non-Waiver     24.  No condoning, excusing or overlooking by the Landlord or
               any default, breach or non-observance by the Tenant at any time
               or times in respect of any covenant, proviso or condition herein
               contained shall operate as a waiver of the Landlord's rights
               hereunder in respect of any continuing or subsequent default,
               breach or non-observance, or so as to defeat or affect in any
               way the rights of the Landlord herein in respect of any such
               continuing or subsequent default or breach, and no waiver shall
               be inferred from or implied by anything done or omitted by the
               Landlord save only express waiver in writing. All rights and
               remedies of the Landlord in this Lease contained shall be
               cumulative and not alternative.

<PAGE>


                                   ARTICLE 25

Overholding    25.  If the Tenant shall continue to occupy all or part of the
               Premises after the expiration of this Lease with the consent of
               the Landlord, and without any further written agreement, the
               Tenant shall be a monthly tenant at the Basic Rent payable and
               otherwise on the same terms and conditions herein set out except
               as to length of tenancy.

                                   ARTICLE 26

Landlord       26.  If the Tenant fails after receipt of written notice to
Performing     perform or cause to be performed of the covenants or obligations
Tenant's       of the Tenant herein, the Landlord shall have the right (but
Covenants      shall not be obligated) to perform or cause to be performed and
               to do or cause to be done such things as may be necessary or
               incidental thereto (including without limiting the foregoing,
               the right to make repairs, installations, erections and expend
               moneys) and all payments, expenses, charges, fees and
               disbursements incurred or paid by or on behalf of the Landlord
               in respect thereof shall be paid by the Tenant to the Landlord
               forthwith upon demand as Additional Rent.

                                   ARTICLE 27

Payments to    27.  All payments to be made by the Tenant under this Lease shall
Landlord       be made at such place or places as the Landlord may designate
               in writing and to the Landlord or to such agent of the Landlord
               as the Landlord shall from time to time direct. The Tenant shall
               pay the Landlord interest on all overdue rentals including Basic
               Rent and Additional Rent or other amounts, all such interest to
               be calculated from the date upon which the amount is first due
               or demanded until actual payment thereof and at a rate of two
               percent (2%) per annum in excess of the minimum lending rate to
               prime commercial borrowers from time to time current at chartered
               banks in the municipality in which the Building is situate.

                                   ARTICLE 28

Recovery of    28.  The Landlord shall have (in addition to any other right or
Adjustments    remedy of the Landlord) the same rights and remedies in the
               event of default by the Tenant in payment of any amount payable
               by the Tenant hereunder, as the Landlord would have in the case
               of default in payment of rent.

                                   ARTICLE 29

Registration   29.  (a)  The Tenant covenants and agrees with the Landlord that
Planning       the Tenant will not register or record this Lease or Notice
               thereof against the title to the Premises except in the form
               which shall be acceptable to the Landlord and which shall be
               executed by the Landlord and Tenant prior to registration.

                    (b)  Where applicable, this Lease shall be subject to the
               condition that it is effective only if The Planning Act is
               complied with. Pending such compliance, the Term, and any renewal
               periods, shall be deemed to be a total period of one (1) day less
               than the maximum lease term permitted by law without such
               compliance.

                                   ARTICLE 30

Mortgages      30.  At the option of the Landlord, this Lease shall be subject
               and subordinate to any and all mortgages, charges and deeds of
               trust, which may now or at any time hereafter affect the Premises
               in whole or in part, or the Building whether or not any such
               mortgage, charge or deed of trust affects only the Premises,
               the Building or affects other premises as well. On request,
               at any time and from time to time, of the Landlord or of the
               mortgagee, chargee or trustee under any such mortgage, charge or
               deed of trust, the Tenant shall promptly, at no cost to the
               tenant or mortgagee, chargee or trustee:

                    (a)  attorn to such mortgagee, chargee or trustee and become
               its tenant of the Premises or the Tenant of the Premises of any
               purchaser from such mortgagee, chargee or trustee in the event
               of the exercise of any permitted power of sale contained in any
               such mortgage, charge or deed of trust for the then unexpired
               residue of the Term on the terms herein contained, and/or


<PAGE>

                    (b) provided that no cost to the tenant the tenant is
               granted a non-disturbance agreement upon reasonable terms and
               conditions, postpone and subordinate this Lease to such mortgage,
               charge or deed of trust to the intent that this Lease and all
               right, title and interest of the Tenant in the Premises shall be
               subject to the rights of such mortgagee, chargee or trustee as
               fully as if such mortgage, charge or deed of trust had been
               executed and registered and the money thereby secured had been
               advanced before the execution of this Lease (and notwithstanding
               any authority or consent of such mortgagee, or trustee, express
               or implied to the making of this Lease).

                    (c)  Any such attornment or postponement and subordination
               shall extend to all renewals, modifications, consolidations,
               replacements and extension of any such mortgage, charge or deed
               of trust and every instrument supplemental or ancillary thereto
               or in implementation thereof. The Tenant shall forthwith execute
               any instruments of attornment or postponement and subordination
               which may be so requested to give effect to this section.

                                   ARTICLE 31

Evidence of    31.  The Tenant agrees to produce to the Landlord upon request,
Payments       satisfactory evidence of the due payment by the Tenant of all
               payments required to be made by the Tenant under this Lease.

                                   ARTICLE 32

Assignment     32.  If the Landlord sells or leases the Premises or any part
of Landlord    thereof, or assigns this Lease, it shall ensure that the
               Purchaser or Assignee is responsible for compliance with the
               covenants and obligations of the Landlord hereunder, and
               provided said purchaser or assignee is bound, the Landlord
               without further written agreement will be discharged and
               relieved of liability under the said covenants and obligations.

                                   ARTICLE 33

Captions       33.  The captions appearing in this lease have been inserted as
               a matter of convenience and for reference only and in no way
               define, limit or enlarge the scope of meaning of this Lease nor
               any of the Provisions hereof.

                                   ARTICLE 35

Notice         35. (a)  Any notice, request, statement or other document
               pursuant to this Lease shall be in writing and shall be deemeed
               to have been given if sent by registered prepaid post as follows:

                                 TO THE LANDLORD

                              Mississauga, Ontario

               or such other address as the Landlord shall notify the Tenant in
               writing any time or from time to time;

                        TO THE TENANT: - at the Premises

               and such notice shall be deemed to have been received by the
               Landlord or the Tenant, as the case may be, on the fourth
               business day after the date on which it shall have been so
               mailed (in the event that there is an interruption of postal
               service, the aforesaid period shall be extended for a period
               equivalent to the period of interruption.

<PAGE>

                                   ARTICLE 40

Law            40.  This Lease shall be goverened by and construed in accordance
               with the laws of the Province of Ontario.

               IN WITNESS WHEREOF the parties hereto have executed this Lease.

SIGNED, SEALED & DELIVERED

In the Presence of            BY: __________________________________
                                  Authorized Signing Officer

                              BY: __________________________________
                                  Authorized Signing Officer

                              TENANT:

                              BY: __________________________________
                                  Authorized Signing Officer

                              BY: __________________________________ C/S
                                  Authorized Signing Officer

<PAGE>


SCHEDULE "A" ATTACHED TO AND FORMING A PART OF THIS OFFER TO LEASE.

The Lessor, at its expense and prior to occupancy shall complete the following
work in a good and workmanlike manner:

     1.   Remove any wall anchors and fill in existing holes in wall and
          re-paint;
     2.   Clean remainder of office walls and paint where necessary;
     3.   Erect a wall to create a private office with door in third office
          area;
     4.   Patch a matching carpet strip in two most rear office areas;
     5.   Shampoo existing carpet
     6.   Create a man door opening to unit 473 Champagne from rear most
          office area;
     7.   Leave warehouse in broom-swept condition;
     8.   Clean warehouse washroom;
     9.   Remove debris from rear shipping area;
    10.   Designate all non-policied parking spaces for tenant's use;
    11.   Repair hole in vestibule door.

The Lessor represents and warrants that all plumbing, lighting and heating, and
air conditioning and mechanicals in this unit are in good working order at the
time of occupancy.

The Lessor warrants that the Lessee shall not be responsible for the repair or
replacement of any major structural or mechanicals during the term of the Lease
unless directly caused by the Lessee's negligence.

The Lessee shall have vacant possession of the premises net Rent (Basic &
Additional Rent) free from signing of the Lease document and no later than
November 1, 1996 will lease commencement date of December 1, 1996 in order to
set up business.

<PAGE>


SCHEDULE "A"

     1.   It is the desire of the Lessor to establish a uniform sign policy for
          all of the lessees occupying the building within which the demised
          premises are located and accordingly the Lessor will provide, at his
          expense, a panel on the front wall of the demised premises in which
          the lessee is to install its name. The lettering comprimising the
          name shall be installed only by the sign contractor selected and
          appointed by the lessor at the Lessee's expense, such lettering to be
          of uniform size and colouring to be approved by the Lessor. Upon
          termination of the lease said lettering shall be removed by the
          Lessee and any damage caused by such removal shall be promptly
          repaired by the Lessee to the satisfaction of the Lessor.

          It is strictly understood and agreed that no other sign, picture,
          advertisement or notice shall be displayed, inscribed or painted
          or affixed on any other part of the exterior of the demised premises
          or on the inside face of any windows.

          The Lessor will also affix on the front wall of the demised premises
          the address number of the demised premises, the cost of which is to
          be paid by the Lessee.

     2.   It is also the desire of the Lessor to establish a uniform window
          drapery policy for all of the Lessees occupying the building within
          which the demised premises are located and accordingly, white vertical
          P.V.C. blinds shall be installed on the front windows of the demised
          premises by the contractor selected and appointed by the lessor at
          the Lessee's expense.

     3.   The Lessee shall provide his own lighting and electrical recepticles
          in the warehouse portion of the demised premises.

     4.   The Lessor shall not be responsible for any delays in having the
          premises ready for occupancy.

     5.   This offer is conditional upon the Lessor approving the credit rating
          of the Lessee and in the event that the Landlord does not approve
          then the agreement shall be considered null and void.

     6.   No hazardous operations such as spray painting, dip tanks, use of
          explosive gases, woodworking, or special processes using flammable
          or combustible liquids.
          No storage of combustible, flammable, or corrosive chemicals or
          products.
          No presses or stamping machines.
          No automotive work.
          No overnight parking.
          No outside storage of any kind.

     7.   Garbage disposal is to be arranged through the Landlord at the
          tenant's expense. Only a disposal contractor authorized by the
          Landlord will be allowed on the property.

<PAGE>


           SCHEDULE OF RULES AND REGUL4TIONS FORMING PART OF THIS LEASE

   The Tenant shall observe the following Rules and Regulations (as amended,
   modified or supplemented from time to time by the Landlord as provided in
   this Lease):

   1. The sidewalks, entrances, elevators, stairways and corridors of the
   building shall not be obstructed or used by the Tenant, his agents, servants,
   contractors, invitees or employees for any purpose other than access to and
   from the Pramises.

   2. The floors, sky-lights and windows that reflect or admit light into
   passageways or into any place in the building shall not be covered or
   obstructed by the Tenant, and no awnings shall be put over any window.

   3. The toilets, sinks, drains, washrooms 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, such as chemicals,
   solvents, noxious liquids or pollutants shall be thrown therein, and any
   damage resulting to them from misuse shall be borne by the Tenant by whom or
   by whose employees, agents, servants, contractors or invitees the damage was
   caused.

   4. In the event that the Landlord provides and installs a Public Directory
   Board inside the building, the Tenant's name shall be placed on the said
   Board at the expense of the Tenant.

   5. The Tenant shall not perform any acts or carry on any activity which may
   damage the Premises or the common areas or be a nuisance to any other tenant.

   6. No animals or birds shall be brought into the building or kept on the
   Premises.

   7. The Tenant shall not mark, drill into, bore or cut or in any way damage or
   deface the walls, ceilings or floors of the Premises. No wires, pipes or
   conduits shall be installed in the Premises without prior written approval of
   the Landlord. No broadloom or carpeting shall be affixed to the Premises by
   means of a non-soluble adhesive or similar products.

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

   9. The Tenant shall not use or permit the use of any objectionable
   advertising medium such as, without limitation, loudspeakers, public address
   systems, sound amplifiers, radio, broadcast or television apparatus within
   the building which is in any manner audible or visible outside of the
   Premises.

   10. The Tenant must observe strict care not to allow windows to remain open
   so as to admit rain or snow, or so as to interfere with the heating of the
   building. The Tenant neglecting this rule will be responsible for any damage
   caused to the property of other tenants, or to the property of the Landlord,
   by such carelessness. The Tenant, when closing the Premises, shall close ail
   windows and lock all doors.

   11. The Tenant shall not without the express written consent of the Landlord,
   place any additional locks upon any doors of the Premises and shall not
   permit any dupilcate keys to be made, therefor; but shall use only additional
   keys obtained from the Landlord, at: the expense of the Tenant, and shall
   surrender to the Landlord on the termination of the Lease all keys of the
   Premises.

   12. No inflammable oils or other inflammable, toxic, dangerous or explosive
   materials shall be kept or permitted to be kept in or on the Premises.

   13. No bicycles or other vehicles shall be brought within the Premises or
   upon the Landlord's property, including any lane or courtyard, unless
   otherwise agreed in writing.

   14. Nothing shall be placed on the outside of windows or projections of the
   Premises. No air-conditioning equipment shall be placed at the windows of the
   Premises without the consent in writing of the Landlord.

   15. The moving of all heavy equipment and office equipment or furniture shall
   occur only between 6:00 p.m. and 8:00 a.m. or any other time consented to by
   the Landlord and the persons employed to move the same in and out of the
   building must be acceptable to the Landlord. Safes and other heavy equipment
   shall be moved through the Premises and common areas only upon steel bearing
   plates. No deliveries requiring the use of an elevator for freight purposes
   will be received into the building or carried in the elevators except during
   hours approved by the Landlord.

   16. The Landlord reserves the right to restrict the use of the building after
   6:00 p.m.

   17. Canvassing, soliciting and peddling in the building is prohibited.

   18. The Tenant shall first obtain in writing the consent of the Landlord to
   any alteration or modification to the electrical system in the Premises and
   all such alterations and modifications shall be completed at the Tenant's
   expense by an electrical contractor acceptable to the Landlord.

   19. The Tenant shall first obtain in writing the consent of the Landlord
   to the placement by the Tenant of any garbage containers or receptacles
   outside the Premises or building.

   20. The Tenant shall not install or erect on or about the Premises television
   antennae, communications towers, satellite dishes or other such apparatus.

   21. The Landlord shall have the right to make such other and further
   reasonable rules and regulations and to alter, amend or cancel all rules
   and regulations as in its judgement may from time to time be needed for the
   safety, care and cleanliness of the building and for the preservation of
   good order therein and the same shall be kept and observed by the Tenant,
   his employees, agents, servants, contractors or invitees. The Landlord
   may from time to time waive any of such rules and regulations as applied to
   particular tenants and is not liable to the Tenant for breaches thereof by
   other tenants.