**Exhibit 10.40**

**OFFICE SPACE LEASE**

**DUNDEALCANADA (GP) INC.**

Landlord

 

- and -

**I.W.SYSTEMS CANADA COMPANY**

Tenant

 

**UNIT110**

**975ST. JOSEPH BOULEVARD, GATINEAU, QC**

RentableArea:  approximately **10,781** square feet

 

Date:  **June 1,2006**

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**INDEX**
| ***PART 1 – BASIC INFORMATION***           |
|-------------------------------------------------|
| *** ***                                    |
| 1.1                                             | *Landlord* |
| 1.2                                             | *Tenant* |
| 1.3                                             | *Indemnifier* |
| 1.4                                             | *Building* |
| 1.5                                             | *Premises* |
| 1.6                                             | *Use* |
| 1.7                                             | *Term* |
| 1.8                                             | *Commencement Date* |
| 1.9                                             | *Gross Rent* |
| 1.10                                            | *Additional Rent* |
| 1.11                                            | *Prepaid Rent* |
| 1.12                                            | *Deposit* |
| 1.13                                            | *Rent Commencement Date* |
| 1.14                                            | *Basic Information* |
|                                            |   |
| ***PART 2 – BASIC  TERMS AND PRINCIPLES*** |
|                                            |   |
| 2.1                                             | *Lease* |
| 2.2                                             | *Grant* |
| 2.3                                             | *Basic Covenants* |
|                                            |   |
| ***PART 3 – USE OF  PREMISES***            |
|                                            |   |
| 3.1                                             | *Use* |
| 3.2                                             | *Abandonment* |
| 3.3                                             | *Operating Standards* |
| 3.4                                             | *Compliance with Laws* |
| 3.5                                             | *No Waste or Nuisance* |
| 3.6                                             | *Common Areas* |
| 3.7                                             | *Easements* |
|                                            |   |
| ***PART 4 – TERM –  POSSESSION***     |
|                                            |   |
| 4.1                                             | *Term* |
| 4.2                                             | *Tenant Fixturing* |
| 4.3                                             | *Early Occupation* |
| 4.4                                             | *Delayed Possession* |
| 4.5                                             | *Surrender* |
| 4.6                                             | *Overholding* |
| 4.7                                             | *Effect of Termination* |
| 4.8                                             | *Acceptance of Premises* |
|                                            |   |
| ***PART 5 – RENT***                        |
|                                            |   |
| 5.1                                             | *Payment* |
| 5.2                                             | *Gross Rent* |
| 5.3                                             | *Deposit* |
| 5.4                                             | *Additional Rent* |
| 5.5                                             | *Utilities* |
| 5.6                                             | *Additional Services* |

 

 
|  | Tenant | Landlord |
|--|--------|----------|

 

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| 5.7                                                       | *General Provisions*                          |
|-----------------------------------------------------------|-----------------------------------------------|
|                                                      |                                          |
| ***PART 6 – TAXES***                                 |
|                                                      |                                          |
| 6.1                                                       | *Taxes Payable by Landlord*                   |
| 6.2                                                       | *Business and Other Taxes Payable by Tenant*  |
| 6.3                                                       | *Allocation of Realty Taxes to Premises*      |
| 6.4                                                       | *Allocation of Realty Taxes to Common Areas*  |
| 6.5                                                       | *Contesting Taxes*                            |
| 6.6                                                       | *Alternate Methods of Taxation*               |
| 6.7                                                       | *Other Taxes*                                 |
|                                                      |                                          |
| ***PART 7 –  MAINTENANCE, REPAIRS AND ALTERATIONS*** |
|                                                      |                                          |
| 7.1                                                       | *Responsibility of Tenant*                    |
| 7.2                                                       | *Responsibility of Landlord*                  |
| 7.3                                                       | *Inspection, Entry and Notice*                |
| 7.4                                                       | *Alterations or Improvements*                 |
| 7.5                                                       | *Removal and Restoration*                     |
| 7.6                                                       | *External Changes*                            |
| 7.7                                                       | *Trade Fixtures*                              |
| 7.8                                                       | *Tenant’s Signs*                         |
| 7.9                                                       | *Landlord’s Signs*                       |
|                                                      |                                          |
| ***PART 8 –  STANDARD SERVICES AND ALTERATIONS***    |
|                                                      |                                          |
| 8.1                                                       | *Operation of Building*                       |
| 8.2                                                       | *Services to Premises*                        |
| 8.3                                                       | *Building Services*                           |
| 8.4                                                       | *Utilities*                                   |
| 8.5                                                       | *Limitation*                                  |
| 8.6                                                       | *Landlord’s Alterations*                 |
| 8.7                                                       | *Interruption or Delay of Services*           |
| 8.8                                                       | *Public Policy*                               |
| 8.9                                                       | *Security Information*                        |
|                                                      |                                          |
| ***PART 9 –  DISPOSITIONS BY TENANT***               |
|                                                      |                                          |
| 9.1                                                       | *Transfers*                                   |
| 9.2                                                       | *Additional Requirements*                     |
| 9.3                                                       | *No Release*                                  |
| 9.4                                                       | *Costs*                                       |
| 9.5                                                       | *No Advertising*                              |
|                                                      |                                          |
| ***PART 10 –  INSURANCE AND INDEMNIFICATION***       |
|                                                      |                                          |
| 10.1                                                      | *Tenant’s Insurance*                     |
| 10.2                                                      | *Policy Requirements*                         |
| 10.3                                                      | *Proof of Insurance*                          |
| 10.4                                                      | *Failure to Maintain*                         |
| 10.5                                                      | *Damage to Leasehold Improvements*            |
| 10.6                                                      | *Increase in Insurance Premiums/Cancellation* |
| 10.7                                                      | *Landlord’s Insurance*                   |
| 10.8                                                      | *Non-Liability for Loss, Injury or Damage*    |

 

 
|  | Tenant | Landlord |
|--|--------|----------|

 

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| 10.9                                           | *Indemnification of Landlord*                  |
|------------------------------------------------|------------------------------------------------|
| 10.10                                          | *Extension of Rights and Remedies*             |
|                                           |                                           |
| ***PART 11 – DAMAGE***                    |
|                                           |                                           |
| 11.1                                           | *Damage to Premises*                           |
| 11.2                                           | *Damage to the Building*                       |
| 11.3                                           | *Architect’s Certificate*                 |
| 11.4                                           | *Limitation on Landlord’s Liability*      |
|                                           |                                           |
| ***PART 12 – LANDLORD’S  REMEDIES*** |
|                                           |                                           |
| 12.1                                           | *Landlord May Perform Tenant’s Covenants* |
| 12.2                                           | *Re-Entry*                                     |
| 12.3                                           | *Right to Distrain*                            |
| 12.4                                           | *Landlord May Follow Chattels*                 |
| 12.5                                           | *Rights Cumulative*                            |
|                                           |                                           |
| ***PART 13 –  ADDITIONAL PROVISIONS***    |
|                                           |                                           |
| 13.1                                           | *Landlord Default*                             |
| 13.2                                           | *Relocation*                                   |
| 13.3                                           | *Demolition*                                   |
| 13.4                                           | *Effect of Termination*                        |
|                                           |                                           |
| ***PART 14 –  TRANSFERS BY LANDLORD***    |
|                                           |                                           |
| 14.1                                           | *Sales, Conveyance and Assignment*             |
| 14.2                                           | *Effect of Sale, Conveyance or Assignment*     |
| 14.3                                           | *Subordination*                                |
| 14.4                                           | *Attornment*                                   |
| 14.5                                           | *Nondisturbance*                               |
| 14.6                                           | *Effect of Attornment*                         |
| 14.7                                           | *Execution of Instrument*                      |
|                                           |                                           |
| ***PART 15 –  MISCELLANEOUS***            |
|                                           |                                           |
| 15.1                                           | *Certification*                                |
| 15.2                                           | *Rights of Mortgagees*                         |
| 15.3                                           | *Joint and Several Liability*                  |
| 15.4                                           | *Landlord and Tenant Relationship*             |
| 15.5                                           | *No Waiver*                                    |
| 15.6                                           | *Expropriation*                                |
| 15.7                                           | *Additional Costs*                             |
| 15.8                                           | *Notice*                                       |
| 15.9                                           | *Non Merger*                                   |
| 15.10                                          | *Lease Entire Agreement*                       |
| 15.11                                          | *Registration*                                 |
| 15.12                                          | *Name of Building and Complex*                 |
| 15.13                                          | *Governing Law*                                |
| 15.14                                          | *Survival of Tenant’s Covenants*          |
| 15.15                                          | *Quite Enjoyment*                              |
| 15.16                                          | *Severability*                                 |
| 15.17                                          | *Amendments*                                   |

 

 
|  | Tenant | Landlord |
|--|--------|----------|

 

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| 15.18 | *Assigns*              |
|-------|------------------------|
| 15.19 | *Status of Manager*    |
| 15.20 | *Acceptance by Tenant* |

 
| Schedule 1 | – | Legal Description              |
|------------|--------|--------------------------------|
| Schedule 2 | – | Floor Plan                     |
| Schedule 3 | – | Definitions                    |
| Schedule 4 | – | Operating Standards            |
| Schedule 5 | – | INTENTIONALLY DELETED          |
| Schedule 6 | – | INTENTIONALLY DELETED          |
| Schedule 7 | – | Indemnity                      |
| Schedule 8 | – | Determination of Rentable Area |
| Schedule 9 | – | Special Provisions             |

 

 
|  | Tenant | Landlord |
|--|--------|----------|

 

v

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**OFFICE SPACE LEASE**

THIS LEASE is made as ofthe1st day of June, 2006,

between Landlord andTenant listed below.

***PART 1 -*** BASICINFORMATION
| 1.1          | ***Landlord:***    | Name:          | **Dundeal Canada (GP) Inc.**                             |
|--------------|--------------------|----------------|----------------------------------------------------------|
| *** *** | *** ***       | ***Address:*** | 222 Queen Street, Suite 300                              |
| *** *** |               |           | Ottawa, Ontario, K1P 5V9                                 |
| *** *** |               |           |                                                     |
|         |               | Phone No.:     | 613 234-4416                                             |
|         |               | Fax No.:       | 613 234-5640                                             |
|         |               |           |                                                     |
| 1.2          | ***Tenant:***      | ***Name:***    | **I.W. Systems Canada Company**                          |
| *** *** | *** ***       | ***Address:*** | 110 – 975 St.Joseph Boulevard, Gatineau, QC J8Z 1W8 |
|         |               |           |                                                     |
|         |               | Phone No.:     | 819-772-7600                                             |
|         |               | Fax No.:       | 819-772-7640                                             |
|         |               |           |                                                     |
| 1.3          | ***Indemnifier:*** | ***Name:***    | N/A                                                      |
| *** *** | *** ***       | ***Address:*** | N/A                                                      |
|         |               | Phone No.:     | N/A                                                      |
|         |               | Fax No.:       | N/A                                                      |

 

1.4                                 ***Building***:  **975 St-Joseph****andsituate upon the lands described in Schedule 1 to this Lease.

1.5                                 ***Premises***: The area outlined on Schedule 2 to this Lease,located on the **GROUND**floor of theBuilding and having a Rentable Area of approximately **10,781** square feet.

1.6                                 ***Use***:  ThePremises may not be used for any purpose other than as a first class businessoffice in connection with Tenant’s business of **Advance Technology Solutions**.

1.7                                 ***Term***: **Three (3)**years

1.8                                 ***CommencementDate****:***June 1,2006**

1.9                                 ***Gross Rent***:  **Two Hundred Fifteen Thousand Six Hundred and TwentyDollars ($215,620.00)** per annum, computed at the annual rate of **Twenty Dollars ($20.00)** per square foot ofRentable Area, and payable monthly in advance in the amount of **Seventeen Thousand Nine Hundred Sixty-Eight Dollarsand Thirty-Three Cents ($17,968.33)** per month commencing on the Rentcommencement Date, plus GST.

1.10                           ***AdditionalRent***: ** **The following additional paymentsare payable as rent as of and from the Rent Commencement Date:

.1               INTENTIONALLY DELETED

 
|  | Tenant | Landlord |
|--|--------|----------|

 

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.2               INTENTIONALLY DELETED

.3               Additional Services.

1.11                           ***Prepaid******Rent***: Landlord acknowledges receipt of the sum of****N/A****tobe applied to the rent accruing******for the N/A******months of the Term.

1.12                           ***Deposit***: Landlord acknowledges that Tenant has deposited **N/A** with Landlord to be applied as providedin this Lease.

1.13                           ***Rent******Commencement******Date***: **June 1, 2006**

1.14                           ***Basic******Information***: Each reference in this Lease to any portion of the Basic Informationshall incorporate the specific information described above.  Certain words and phrases recurring throughoutthis Lease have defined meanings as set out in Schedule 3 to this Lease, unlessthe subject matter or context requires otherwise.

***PART 2 -*** BASIC TERMS ANDPRINCIPLES

2.1                                 ***Lease***:  Thisis a lease as well as a business contract. Each provision of this Lease applicable to each party although notexpressed as a covenant, shall be construed to be a covenant of such party forall purposes.

2.2                                 ***Grant***:  Inconsideration of the rents to be paid and the covenants contained in thisLease, Landlord leases the Premises to Tenant and Tenant leases and accepts thePremises from Landlord, to have and to hold the Premises during the Term, atthe rent, subject to the conditions and limitations and in accordance with thecovenants contained in this Lease.

2.3                                 ***Basic******Covenants***: Landlord covenants to observe and perform all of the terms andconditions to be observed and performed by Landlord under this Lease.  Tenant covenants to pay the Rent when dueunder this Lease, and to observe and perform all of the terms and conditions tobe observed and performed by Tenant under this Lease.

***PART 3 -*** USE OF PREMISES

3.1                                 ***Use: ***Tenant covenants to use the Premises only as specified in section 1.6 inaccordance with the Operating Standards and the standards of comparable officebuildings in the municipality.  Tenantshall take possession of the Premises no later than the Commencement Date,unless Landlord otherwise consents in writing.

3.2                                 ***Abandonment***:  Tenantwill not vacate or abandon the Premises at any time during the Term withoutLandlord’s prior written consent, which consent may be unreasonably orarbitrarily withheld.  If Tenant, withoutLandlord’s prior written consent, vacates, or abandons the Premises, or failsto conduct its business therein, or uses or permits or suffers the use of thePremises for any purpose not specifically herein authorized, Tenant will be inbreach of Tenant’s obligations under this Lease, and then without constitutinga waiver of Tenant’s obligations or limiting Landlord’s remedies hereunder, allRent reserved in this Lease will immediately become due and payable to Landlordunless payment thereof is guaranteed to the satisfaction of Landlord.

3.3                                 ***Operating******Standards***: Tenant shall comply with the Operating Standards.  Landlord may from time to time make otherrules and regulations to amend and supplement the Operating Standards and whichrelate to the operation, use, reputation, safety, care or cleanliness of theBuilding and the Premises, the operation and maintenance of buildings andequipment, the use of Common Areas, and any other matters affecting theoperation and use of the Building and conduct of business in the Premises andwhich may differentiate between different types of businesses.

 
|  | Tenant | Landlord |
|--|--------|----------|

 

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3.4                                 ***Compliance******with******Laws***: Tenant is responsible at all times to comply with and to keep thePremises, the Leasehold Improvements and Trade Fixtures in compliance andaccordance with the requirements of all applicable laws, directions, rules,regulations or codes of Landlord and every Authority having jurisdiction and ofany insurer by which Landlord or Tenant is insured and affecting theconstruction, operation, condition, maintenance, use or occupation of thePremises or the making of any repair or alteration including, withoutlimitation, compliance with each Environmental Law and any agreements withadjoining owners and or third parties affecting the Premises and theBuilding.  Tenant shall not allow orcause any act or omission to occur in or about the Premises which may result inan illegal or prohibited use or causes any breach of or non-compliance withsuch laws, directions, rules, regulations and codes.  If, due to Tenant’s acts, omissions or use ofthe Premises, repairs, alterations or improvements to the Premises or theBuilding are necessary to comply with any of the foregoing or with therequirements of insurance carriers, Tenant will pay the entire costthereof.  Before being permitted to takepossession of the Premises, and at any time and from time to time thereafterwithin ten (10) days after Landlord’s request, Tenant shall provide a true andcomplete copy of all environmental permits and compliance certificates for theTenant’s permitted business operations and all other activities by Tenant at,upon or about the Premises required and/or issued by any Authority pursuant toany Environmental Law.

3.5                                 ***No******Waste******or******Nuisance***: Tenant shall not commit or permit any waste or damage to the Premises orthe Building, or commit or permit anything which may disturb the quietenjoyment of any occupant of the Building or which may interfere with theoperation of the Building.  Tenant willnot cause or permit any nuisance or hazard in or about the Premises and Tenantwill not permit the storage of any Contaminant or any Discharge in or about thePremises or the Building and will keep the Premises free of Contaminants,debris, trash, rodents, vermin and anything of a dangerous, noxious oroffensive nature or which could create a fire hazard (through undue load onelectrical circuits or otherwise) or undue vibration, heat or any noxious or strongnoises or odours or anything which may disturb the enjoyment of the Buildingand the Common Areas by customers and other tenants of the Building.  Without limiting the generality of theforegoing:  (a) Tenant shall not use orpermit the use of any equipment or device such as, without limitation,loudspeakers, stereos, public address systems, sound amplifiers, radios,televisions, VCR’s or DVD’s which is in any manner audible or visible outsideof the Premises; and (b) no noxious or strong odours shall be allowed topermeate outside the Premises; and (c) no boot trays or other items may beplaced outside the Premises; in each case without the prior written consent ofLandlord which may be arbitrarily withheld or withdrawn on 24 hours notice toTenant.

3.6                                 ***Common******Areas: ***Landlordagrees that Tenant, in common with all others entitled thereto including thegeneral public in concourse areas, may use and have access through the CommonAreas for their intended purposes during Normal Business Hours only; providedhowever, that in an emergency or in the case of Landlord making repairs,Landlord may temporarily close or restrict the use of any part of the CommonAreas, although Landlord shall, in such instances, endeavour not to preventaccess to the Premises.

3.7                                 ***Easements***:  Tenantacknowledges that Landlord and any persons authorized by Landlord may install,maintain and repair pipes, wires and other conduits or facilities through theCommon Areas and the Premises.  Any suchinstalling, maintaining and repairing shall be done as quickly as possible andin a manner that will minimize inconvenience to Tenant to the extent reasonablypossible in the circumstances.

***PART 4 -*** TERM -POSSESSION

4.1                                 ***Term***:  ThisLease shall be for the Term set out in section 1.7 unless earlier terminated asprovided in this Lease, and nothing hereafter contained in this Part 4 shallpostpone the Commencement Date, or extend the Term.

4.2                                 ***Tenant******Fixturing***: Should Landlord permit Tenant to take possession of the Premises forpurposes of fixturing or installing its Leasehold Improvements prior to theCommencement Date, then all of the terms and conditions of this Lease, exceptfor payment of Basic Rent, shall be in full force and effect as of the dateTenant takes such possession, and Tenant shall reimburse Landlord for the costof any Additional Services provided during the fixturing period, including thecost of cleaning and rubbish removal, and any Utilities consumed in thePremises.

 
|  | Tenant | Landlord |
|--|--------|----------|

 

3

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4.3                                 ***Early******Occupation***: If Tenant begins to conduct business in all or any portion of thePremises before the Commencement Date, Tenant will pay to Landlord on theCommencement Date a rental in respect thereof for the period from the dateTenant begins to conduct business in all or any part of the Premises to theCommencement Date, which rental will be that proportion of Rent for the firstyear which the number of days in such period bears to 365 and all otherprovisions of this Lease will be applicable during such period, except whereclearly inappropriate.

4.4                                 ***Delayed******Possession***: If Landlord is delayed for any reason in delivering possession of all orany portion of the Premises to Tenant on or before the Commencement Date, thenTenant will take possession of the Premises on the date when Landlord deliverspossession of all of the Premises, which date will be conclusively establishedby notice from Landlord to Tenant at least five (5) days before such date.  This Lease will not be void or voidable norwill the Term be extended nor will Landlord be liable to Tenant for any loss ordamage resulting from any delay in delivering possession of the Premises toTenant, but no Rent will be payable by Tenant (unless such delay is principallycaused by or attributable to Tenant, its employees, servants, agents orcontractors), for the period prior to the date on which Landlord can so deliverpossession of all of the Premises, unless Tenant elects to take possession of aportion of the Premises whereupon Rent will be payable in respect of suchportion from the date such possession is so taken.

4.5                                 ***Surrender***:  Tenantshall surrender possession of the Premises upon termination of this Lease byexpiration of the Term or operation of the terms hereof, in good andsubstantial repair and condition as required by this Lease.

4.6                                 ***Overholding***:  IfTenant remains in possession of the Premises following termination of thisLease by expiration of the Term or operation of the terms hereof, with orwithout objection by Landlord, and without any written agreement otherwiseproviding, Tenant shall be deemed to be a monthly tenant upon the same termsand conditions as are contained in this Lease except as to the Term, and exceptas to Gross Rent which shall be equal to the greater of:  (a) twice the Gross Rent payable in the lastyear of the Term or any renewal term, or (b) the then prevailing rate chargedby Landlord in the Building.  Thisprovision shall not authorize Tenant to so overhold where Landlord hasobjected.

4.7                                 ***Effect******of******Termination***: The expiry or termination of this Lease whether by elapse of time or bythe exercise of any right of either Landlord or Tenant pursuant to this Leaseshall be without prejudice to the right of Landlord to recover arrears of rentand the right of each party to recover damages for an antecedent default by theother.

4.8                                 ***Acceptance******of******Premises***: Taking possession of all or any portion of the Premises by Tenant willbe conclusive evidence as against Tenant that the Premises or such portionthereof are in satisfactory condition on the date of taking possession, subjectonly to latent defects and to those deficiencies (if any) listed in writing ina notice delivered by Tenant to Landlord not more than ten days after the dateof taking possession.

***PART 5 -*** RENT

5.1                                 ***Payment***:  Fromand after the Rent Commencement Date, Tenant shall pay to Landlord the GrossRent and the Additional Rent.  Tenantcovenants to pay rent without any deduction, abatement or set off except asspecified in this section.  All rent inarrears shall bear interest at the Interest Rate from the date on which thesame became due until the date of payment. Except as provided in sections 11.1 or 11.2 or by reason of a decisionby Landlord to terminate this Lease pursuant to Part 11, damage to or destructionof all or any portion of the Premises or the Building shall not terminate thisLease nor entitle Tenant to surrender the Premises, nor in any way affectTenant’s obligation to pay rent.  Tenantagrees to deliver to Landlord at the time and for the period requested fromtime to time by Landlord monthly post-dated cheques in amounts conforming withthe monthly Gross Rent payments, plus any Additional Rent payments estimated byLandlord in advance.  Alternatively, ifand to the extent Landlord so requires, rent will be paid to Landlord, atTenant’s expense, by an automated debiting system, under which payments arededucted from Tenant’s bank account and credited to Landlord’s bank account onthe due date, without prejudice to any other right or remedy of Landlord;otherwise rent will be 

 
|  | Tenant | Landlord |
|--|--------|----------|

4

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paid to Landlord at theaddress of Landlord set forth in section 1.1, or to such other person or atsuch other address as Landlord may from time to time designate in writing.  Tenant’s obligations to pay rent will survivethe expiration or earlier termination of this Lease.

5.2                                 ***Gross Rent***:  Tenantshall pay Gross Rent in the amount set out in section 1.9, without demand inadvance in equal consecutive monthly instalments on the first of each monthcommencing on the Rent Commencement Date. Rent is subject to adjustment upon measurement of the actual RentableArea of the Premises by Landlord.

5.3                                 ***Deposit***: *** ***Tenant shall pay to Landlord a security deposit in the amount specifiedin section 1.12 to be held by Landlord as security for Tenant’s performance ofits covenants under this Lease.  Nointerest shall accrue or be payable to Tenant in respect of the deposit.  If Tenant shall be in default of any suchcovenant, Landlord may appropriate and apply such portion of the securitydeposit as Landlord considers necessary to compensate it for rent outstandingor loss or damage suffered by Landlord arising out of or in connection withsuch default.  When requested by Landlordfollowing any such appropriation Tenant shall pay to Landlord an amountsufficient to restore the original amount of the security deposit.  Tenant shall not assign or encumber itsinterest in the security deposit, and Landlord shall not be bound by anyattempted assignment or encumbrance of the security deposit, except in the caseof any permitted Transfer of the Lease, in which case Tenant’s interest in thesecurity deposit shall be deemed to have been assigned to such permittedtransferee as of the date of such Transfer. So much of the deposit as remains unappropriated by Landlord shall bereturned to Tenant within 60 days after expiry of the Term so long as Tenanthas surrendered the Premises in accordance with all requirements of this Lease,otherwise the deposit shall be forfeited to Landlord as liquidated damages,without prejudice to any other right or remedy available to Landlord.

5.4                                 ***Additional******Rent***:*** ***From and after theRent Commencement Date, or such earlier date specified in this Lease, Tenantshall pay to Landlord, or to others if any sums are required by the terms ofthis Lease to be paid to anyone other than Landlord, further annual rent forthe Premises equal to the aggregate of the following amounts:

.1                                       INTENTIONALLY DELETED

.2                                       INTENTIONALLY DELETED

.3                                       INTENTIONALLY DELETED

.4                                       All charges for heat, water, gas, electricityor any other Utilities used or consumed in the Premises which are not suppliedto Tenant by or through Landlord,

.5                                       All charges for Additional Services,

.6                                       INTENTIONALLY DELETED.

5.5                                 ***Utilities***: INTENTIONALLY DELETED.

5.6                                 ***Additional******Services***:

.1                                       Tenant may from time to time be provided withor request Additional Services from Landlord and Tenant shall pay to Landlord,Landlord’s charge for such Additional Services plus 15% of such charge to coverLandlord’s cost of administration, payable forthwith upon delivery of Landlord’sinvoice therefor.

.2                                       Tenant shall not install in the Premisesequipment or Utilities (including telephone, telecommunication or otherinformation technology equipment) which may or does overload any Utilities orwhich generates sufficient heat to affect the temperature otherwise maintainedin the Premises by the HVAC Facilities as 

 
|  | Tenant | Landlord |
|--|--------|----------|

5

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normally operated.  Landlord may install supplementary HVACunits, facilities or services in the Premises, or modify the HVAC Facilities,as may in Landlord’s reasonable opinion be required to maintain propertemperature levels, and Tenant shall pay Landlord, within ten days of receiptof any invoice, for the cost thereof, including, without limitation,installation, operation and maintenance expenses, plus 15% of such cost tocover Landlord’s costs of administration.

5.7                                 ***General******Provisions***:

.1                                       *No Delay in Payment of Rent*: Nothing contained in this Lease shall suspend or delay the payment ofany money by Tenant at the time it becomes due and payable.  Tenant agrees that Landlord may, at itsoption, apply any sums received against any amounts due and payable under thisLease in such manner as Landlord sees fit. No payment by Tenant, or receipt by Landlord, of a lesser amount thanthe Rent due hereunder will be deemed to be other than on account of theearliest stipulated Rent, nor will any endorsement or statement on any chequeor any letter accompanying any cheque, or payment as Rent, be deemed an accordand satisfaction, and Landlord may accept such cheque or payment withoutprejudice to Landlord’s right to recover the balance of such Rent or pursue anyother remedy available to Landlord.

.2                                       *Interest on Arrears*:  If anyamount of Rent is in arrears it shall bear interest at the Interest Rate.

.3                                       *Partial Periods*:  If theRent Commencement Date is any day other than the first day of a calendar month,or if the Term ends on a day other than the last day of a calendar month, thenGross Rent and Additional Rent, as the case may be, will be adjusted for themonths affected, pro rata, based on a 365 day year.

.4                                       *Estimated Amounts*: INTENTIONALLY DELETED

.5                                       *Statements*: INTENTIONALLY DELETED

.6                                       *General*:  All amountspayable by Tenant to Landlord pursuant to this Lease shall be deemed to beRent.  All Rent shall be paid in lawfulmoney of Canada.

.7                                       *Allocations*:  Whereany amount, cost or expense is to be determined, allocated, apportioned orattributed under any provision of this Lease, Landlord shall do so and shallact reasonably in determining and applying criteria which are relevant to doingso and Landlord may retain engineering, accounting, legal and otherprofessional consultants to assist and advise in doing so.

***PART 6 -*** TAXES

6.1                                 ***Taxes******Payable******by******Landlord***: Landlord shall pay all Realty Taxes in the first instance, unless leviedor imposed directly against Tenant or the Premises.

6.2                                 ***Business******and******Other******Taxes******Payable by******Tenant: ***Tenantshall pay before delinquency all Business Taxes, and any other taxes, charges,rates, duties and assessments levied, rated, imposed, charged or assessedagainst or in respect of any use, occupancy or conduct of business at thePremises or in respect of the Leasehold Improvements, Trade Fixtures, TenantProperty, or the business or income of Tenant on or from the Premises or rentpayable under this Lease.  Tenant shallpay to Landlord any increase or incremental amount of Realty Taxes or othertaxes which Landlord, acting reasonably, has determined to be attributable toan act by Tenant (for example declaring itself a separate school supporter) orattributable to the Leasehold Improvements, Trade Fixtures and Tenant Property.

6.3                                 ***Allocationof Realty Taxes to Premises***:  INTENTIONALLY DELETED

6.4                                 ***Allocationof Realty Taxes to Common Areas***:  INTENTIONALLY DELETED

 
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6.5                                 ***Contesting******Taxes***: INTENTIONALLY DELETED

6.6                                 ***AlternateMethods of Taxation***:  INTENTIONALLY DELETED

6.7                                 ***Other Taxes:***  Tenantshall pay upon demand, any Rental Taxes or other similar taxes imposed by anAuthority upon Landlord or Tenant, including a proportionate share of theNon-Residential Immovable Tax.

***PART 7 -*** MAINTENANCE,REPAIRS AND ALTERATIONS

7.1                                 ***Responsibilityof Tenant***:  Without notice or demand from Landlord andexcept to the extent that Landlord is specifically responsible therefor underthis Lease, Tenant will maintain the Premises, the Leasehold Improvements andthe Trade Fixtures and all improvements therein (whether or not suchimprovements were installed or furnished by Tenant) in good order and conditionall as a careful owner would do, including without limitation:

.1                                       making repairs, replacements and alterations asneeded, including those necessary to comply with the requirements of anyAuthority,

.2                                       removing all debris and refuse in accordancewith the Operating Standards.

.3                                       maintaining and keeping in a good state ofrepair, the Leasehold Improvements, the Trade Fixtures and any signage, orother fixtures, attachments or installations in any part of the Buildingpermitted by this Lease to be installed by or on behalf of Tenant, whether ornot located in the Premises.

.4                                       keeping the Premises in a clean and tidycondition, and not permitting wastepaper, garbage, ashes, waste orobjectionable material to accumulate thereon or in or about the Building, otherthan in areas and in a manner designated by Landlord.

.5                                       repairing all damage in the Premises resultingfrom any misuse, excessive use or installation, alteration, or removal ofLeasehold Improvements, Trade Fixtures, fixtures, furnishings or equipment.

Tenant will promptly notifyLandlord of any damage to or defect in any part of the Premises, or in anyequipment or utility system serving the Premises, of which Tenant becomes awarenotwithstanding that Landlord may have no obligation with regard thereto.

7.2                                 ***Responsibilityof Landlord***:  Subject to Part 11, Landlord shall maintainand keep in a good state of repair:

.1                                       the Building structure, roof, and permanentbuilding walls (except for interior faces facing into the Premises),

.2                                       the HVAC Facilities,

.3                                       systems and equipment installed by Landlord forthe supply and distribution of Utilities,

.4                                       the Common Areas including the elevators,

.5                                       Landlord’s Improvements in the Premises, and

.6                                       damage from causes against which Landlord hasagreed to insure, as primary insurer.

The following provisions limitLandlord’s obligations in this section 7.2:

 
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.7                                       if all or part of such systems, facilities andequipment are destroyed, damaged or impaired, Landlord will have a reasonabletime in which to complete the necessary repair or replacement, and during thattime will be required only to maintain such services as are reasonably possiblein the circumstances,

.8                                       Landlord may temporarily discontinue suchservices or any of them at such times as may be necessary due to UnavoidableDelay,

.9                                       Landlord will use reasonable diligence incarrying out its obligations under this section 7.2, but will not be liableunder any circumstances for any consequential damage to any person (including,without limitation, Tenant) or to any property for any failure to do so,

.10                                 no reduction or discontinuance of Landlordservices will be construed as an eviction of Tenant or release Tenant from anyobligation of Tenant under this Lease, and

.11                                 nothing contained herein will derogate from theprovisions of Part 11.

7.3                                 ***Inspection,Entry and Notice***:

.1                                       Tenant will permit Landlord and its authorizedagents, employees, consultants and contractors to enter upon the Premises atany time or times to examine, measure and inspect the Premises, to show thePremises to prospective tenants, mortgagees or purchasers, to providejanitorial and maintenance services and to make all repairs, alterations,changes, adjustments, improvements or additions to the Premises or the Buildingincluding the Building systems that Landlord considers necessary or desirable,whether for the direct benefit of the Premises or where necessary to serveanother part of the Building.  For thesepurposes, Landlord may take all material into and upon the Premises that isrequired therefor and may have access to the overhead conduits and accesspanels and shafts and Landlord may check, calibrate, adjust and balancecontrols and other parts of the Building systems and facilities including theHVAC Facilities.  The Rent required to bepaid pursuant to this Lease will not abate or be reduced while any such repairs,alterations, changes, adjustments, improvements or additions are being made dueto loss or interruption of Tenant’s business. Tenant will not obstruct pipes, conduits, ducts or shafts or other partsof the Building systems so as to prevent access to them by Landlord.  Tenant will provide free and unhamperedaccess for the above purposes and will not be entitled to compensation for anydamages, inconvenience, nuisance or discomfort caused thereby, but Landlord inexercising its rights under this section will make reasonable efforts tominimize interference with Tenant’s use and enjoyment of the Premises.  No entry made or work undertaken by or onbehalf of Landlord upon the Premises pursuant to this section is a re-entry ora breach of Landlord’s covenant for quiet enjoyment.  Despite the foregoing, Landlord willendeavour to give Tenant at least 24 hours prior notice before doing any repairor maintenance work during Normal Business Hours, except in the case ofemergencies.

.2                                       Landlord may give notice to Tenant requiring itto perform in accordance with section 7.1 hereof, and Tenant shall rectify anyfailure to perform within the time period set out in section 12.1 hereof.  Should Tenant fail to commence such remedywithin the allotted time, or having so commenced, fail to diligently continuesuch remedy to conclusion, Landlord may carry out such remedy without furthernotice to Tenant, and charge Tenant for such remedy as if it were an AdditionalService requested by Tenant.

.3                                       If Tenant is not present to open and permit anyentry into the Premises when for any reason an entry shall be necessary or inthe case of a real or apprehended emergency, Landlord or its agents may, usingreasonable force, enter the same without rendering Landlord or such agentsliable therefor, and without affecting the obligations and covenants of Tenantunder this Lease.  Landlord may also uponreasonable prior notice to Tenant, show the Premises to prospective purchasers,tenants and existing or prospective mortgagees.

.4                                       Nothing in this Lease shall make Landlordliable for any actions, notices or inspections as described in this section7.3, nor is Landlord required to inspect the Premises, give notice to Tenant orcarry out remedies on 

 
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Tenant’s behalf, nor isLandlord under any obligation for the care, maintenance or repair of thePremises, except as specifically provided in this Lease.

7.4                                 ***Alterationsor Improvements***:

.1                                       Following approval by Landlord, Tenant shallinstall its initial Leasehold Improvements and Trade Fixtures in accordancewith the provisions of this Lease and in exact accordance with plans andspecifications prepared by Tenant and approved in writing by Landlord prior tothe commencement of any work.

.2                                       Following installation of such initialLeasehold Improvements, and Trade Fixtures, Tenant shall not make anyalterations, repairs, changes, replacements, additions, installations orimprovements (the “Alterations”) to any part of the Premises, LeaseholdImprovements or Trade Fixtures without Landlord’s prior written approval, whichapproval shall not be unreasonably withheld, unless the Alterations may affecta structural part of the Building or may affect the mechanical, electrical,HVAC or other basic systems of the Building or the capacities thereof, in whichcase Landlord’s approval may be arbitrarily withheld.  Tenant shall submit to Landlord details ofany proposed Alterations, including complete working drawings andspecifications prepared by qualified designers and conforming to goodengineering practice.

.3                                       The installation of all Leasehold Improvementsand Alterations shall:

.1                                       at Landlord’s option, be performed by Landlordas an Additional Service,

.2                                       be performed expeditiously and at the sole riskand expense of Tenant, and in accordance with the Design Criteria Manual,

.3                                       be performed by competent workers whose labourunion affiliations, if any, are compatible with others employed by Landlord andits contractors, and who will not interfere with work being performed byLandlord,

.4                                       be performed in a good and workmanlike mannerand only in strict accordance with the drawings and specifications whichLandlord has approved,

.5                                       be performed in compliance with the applicablerequirements of all Authorities, evidence of which shall be provided toLandlord, and be subject to the supervision and direction of Landlord.

.6                                       equal or exceed the then current standard forthe Building, and

.7                                       subject to section 7.4.7, be carried out onlyby persons selected by Tenant and approved in writing by Landlord, who will, ifrequired by Landlord, deliver to Landlord before commencement of the workperformance and payment bonds as well as proof of workers’ compensation andpublic liability and property damage insurance coverage, with Landlord as anadditional named insured, in amounts, with companies, and in form reasonablysatisfactory to Landlord, which will remain in effect during the entire periodin which the work will be carried out.

Prior to taking possession ofthe Premises and commencing any work Tenant shall provide Landlord with aninsurance certificate from its insurer and its contractors’ insurer confirmingcomprehensive general liability and building risk insurance in effect in anamount not less than $5,000,000 per occurrence and naming Landlord as anadditional insured and containing cross liability and severability of interestprovisions.

.4                                       Any Leasehold Improvements made by Tenantwithout the prior written consent of Landlord or which are not in strictaccordance with the drawings and specifications approved by Landlord shall, ifrequested by 

 
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Landlord, be promptly removedby Tenant at Tenant’s expense, and the Premises shall be restored to theirprevious condition.

.5                                       Tenant shall reimburse Landlord for the cost oftechnical evaluation of Tenant’s plans and specifications and shall revise suchplans and specifications as Landlord deems necessary.  Tenant shall be solely responsible for theadequacy and sufficiency of Tenant’s plans and specifications and Landlordshall have no liability of any kind arising from Landlord’s review or approvalof such plans and specifications nor shall Landlord’s review and approvalconstitute an acknowledgement or indication of any kind as to the adequacy orsufficiency of Tenant’s plans and specifications.

.6                                       In carrying out any alterations or improvementsin the Premises, Tenant, at its expense, shall pay to Landlord with respect tosuch work the cost to Landlord of all Utilities supplied to the Premises withrespect to such work and the cost of any Additional Services including the costof any necessary cutting or patching or repairing of any damage to the Buildingor the Premises, any cost to Landlord of removing refuse, cleaning, hoisting ofmaterials and any other costs of Landlord which can be reasonably allocated asa direct expense relating to the conduct of such work.

.7                                       If a request is made by Tenant with respect toapproval of Alterations or initial work including work which may affect thestructure or matters which affect the mechanical, electrical, HVAC or otherbasic systems of the Building or the capacities thereof, which request isapproved by Landlord, Landlord may require that such work be designed byconsultants designated by it and paid by Tenant and that it be performed byLandlord or its contractors.  If Landlordor its contractors perform such work, it shall be at Tenant’s expense in anamount equal to Landlord’s total cost of such work or the contract pricetherefor plus, in either case, 15% payable following completion upondemand.  Notwithstanding the foregoing,if Tenant requests Landlord to alter or install any Leasehold Improvements orTrade Fixtures such work will be considered as an Additional Service.  Tenant will, if required by Landlord, deliverto Landlord prior to commencement of any Alterations an unconditionalirrevocable letter of credit or other security satisfactory to Landlord inamount equal to Landlord’s reasonable estimate of the cost of performing suchAlterations, including 15% of the total of such costs representing Landlord’soverhead.  If Landlord does not elect toperform any Alterations or initial work on Tenant’s behalf Landlord willnevertheless be paid a fee equal to 10% of the total cost of such work forco-ordination and supervision services.

.8                                       No Leasehold Improvements by or on behalf ofTenant shall be permitted which may adversely affect the condition or operationof the Building or any of its systems or the Premises or diminish the valuethereof or restrict or reduce Landlord’s coverage for municipal zoningpurposes.

.9                                       During construction and installation ofLeasehold Improvements, Tenant shall keep the Building clean of any relateddebris and in any event, after construction is completed Tenant shall do anadequate “first clean” to the Premises.

.10                                 Any Alterations and initial work will besubject to supervision by Landlord or its employees, agents, manager orcontractors during construction.  Tenantacknowledges that such supervision will be for the benefit of Landlord only andthat Landlord will not be responsible in any way whatsoever for the quality,design, construction or installation of any such Alterations.

.11                                 Any increase in Realty Taxes on or fire orcasualty insurance premiums for the Building attributable to the Alterationswill be borne by Tenant and Tenant will pay Landlord for the cost of suchincrease upon receipt of Landlord’s invoice.

.12                                 Tenant shall promptly pay all its contractorsand suppliers and shall do all things necessary to prevent a lien attaching tothe Lands or Building and should any such lien be made, filed or attach Tenantshall discharge or vacate such lien immediately.  If Tenant shall fail to discharge or vacateany lien, then in addition to any other 

 
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right or remedy of Landlord,Landlord may discharge or vacate the lien by paying into Court the amountrequired to be paid to obtain a discharge, and the amount so paid by Landlordtogether with all costs and expenses including solicitor’s fees (on a substantialindemnity basis) incurred in connection therewith shall be due and payable byTenant to Landlord on demand together with interest at the Interest Rate,calculated from the date of payment by Landlord until all of such amounts havebeen paid by Tenant to Landlord.

7.5                                 ***Removal andRestoration:***

.1                                       The Leasehold Improvements shall immediatelyupon installation become the property of Landlord without compensation toTenant.

.2                                       Unless Landlord by notice in writing requestsotherwise, or unless Landlord elects to do so on Tenant’s behalf as anAdditional Service, Tenant shall at its expense, prior to the end of the Termor earlier termination of this Lease, remove all (or part, as designated byLandlord) of the Leasehold Improvements and restore the Premises to the basebuilding standard with the basic systems of the Building, including thereconstruction necessary to reinstate the Premises original structure in theevent structural changes were undertaken by Tenant.

.3                                       Tenant shall repair and make good any damage tothe Premises or to the Building caused either in the installation or removal ofLeasehold Improvements and Trade Fixtures.

7.6                                 ***External******Changes***: Tenant agrees that it shall not erect, affix or attach to any roof,exterior walls or surfaces of the Building any antennae, sign or fixture of anykind, nor shall it make any opening in or alteration to the roof, walls, orstructure of the Premises, or install in the Premises or Building free standingair-conditioning units, without the prior written consent of Landlord which maybe arbitrarily withheld.

7.7                                 ***Trade******Fixtures***: Tenant may, at the end of the Term, if not in default, remove its TradeFixtures, and Tenant shall, in the case of every installation or removal ofTrade Fixtures, make good any damage caused to the Premises or the Building bysuch installation or removal.  Any TradeFixtures removed during the Term will be contemporaneously replaced with TradeFixtures of equal or better quality.  AnyTrade Fixtures and equipment belonging to Tenant, if not removed at thetermination or expiry of this Lease, shall, if Landlord so elects, be deemedabandoned and become the property of Landlord without compensation toTenant.  If Landlord shall not so elect,Landlord may remove such Trade Fixtures from the Premises and store them atTenant’s risk and expense and Tenant shall save Landlord harmless from alldamage to the Premises caused by such removal, whether by Tenant or byLandlord.

7.8                                 ***Tenant’sSigns:*** Tenant shall not atany time cause or permit any sign, picture, advertisement, notice, lettering,flag, decoration or direction (collectively called “Signs”) to be painted,displayed, inscribed, placed, affixed or maintained within the Premises andvisible outside the Premises or in or on any windows or the exterior of thePremises (including glass demising walls facing onto Common Areas), noranywhere else on or in the Building, without the prior and continuous consentof Landlord which consent may, with respect to proposed signage on the mainfloor of the Building, or which can be seen from outside the Premises, bearbitrarily withheld, but otherwise shall not be unreasonably withheld,provided that the copy and style of any Signs shall be consistent with thecharacter of the Building and in accordance with Landlord’s Sign criteria.  No hand-written Signs will be permitted.  Landlord may at any time prescribe a uniformpattern of identification Signs for tenants to be placed on the outside of thePremises and other premises.  Any breachby Tenant of this provision may be immediately rectified by Landlord at Tenant’sexpense and in this connection, Landlord shall be entitled to enter thePremises and remove any Signs contravening this provision and charge Tenant thecosts thereof, and same shall not constitute a re-entry under this Lease andLandlord shall not be liable for any damages caused thereby, whether or notarising from its own negligence.

7.9                                 ***DirectoryBoard:***  Landlord may erect and maintain a directoryboard in the main lobby of the Building which shall indicate the name of Tenantand the location of the Premises within the Building.  Tenant shall pay 

 
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Landlord’s cost of changesthereto, and any other signage with respect to the Premises.  Should sufficient space exist on thedirectory board, Landlord may provide to Tenant, at Tenant’s expense,additional entries as requested.  Thedirectory board shall be exclusively controlled by Landlord and shall be foridentification only and not for advertising. Landlord’s acceptance of any name for listing on the directory boardwill not be deemed, nor will it substitute for, Landlord’s consent, as requiredby this Lease, to any Transfer.

7.10                           ***Landlord’sSigns: ***In addition to Landlord’s right to installgeneral information and direction signs in and about the Building as would becustomary for comparable office building in the municipality, Landlord shallhave the right at any time to place upon the Building a notice of reasonabledimensions, reasonably placed so as not to interfere with Tenant’s business,stating that the Building is for sale, or that areas of the Building are forlease, as the case may be, and at any time during the last nine (9) months ofthe Term, that the Premises are for lease and Tenant shall not remove orinterfere with such notices or signs.

***PART 8 -*** STANDARDSERVICES AND ALTERATIONS

8.1                                 ***Operation ofBuilding: ***Landlord shall operate the Building during theTerm to an appropriate standard having regard to the size, age, type andlocation of the Building.  The Buildingshall at all times be under the exclusive control and management of Landlordand Landlord will provide the services set out in section 8.2, 8.3 and 8.4.

8.2                                 ***Services toPremises:***  Landlord will provide in the Premises:

.1                                       HVAC as required for the use and occupancy ofthe Premises during Normal Business Hours,

.2                                       janitor services, including window washing, asreasonably required to keep the Premises clean provided that Tenant will leavethe Premises in a reasonably tidy condition at the end of each business day,

.3                                       electric power for normal lighting and smallbusiness office equipment (but not equipment using amounts of powerdisproportionate to that used by other tenants in the Building),

.4                                       replacement of Building standard fluorescenttubes, light bulbs and ballasts as required from time to time as a result ofnormal usage, and

.5                                       maintenance, repair, and replacement as set outin section 8.4.

8.3                                 ***BuildingServices: ***Landlord will provide in the Building:

.1                                       janitorial service, domestic running water andnecessary supplies in washrooms sufficient for the normal use thereof byoccupants in the Building,

.2                                       access to and egress from the Premises,including elevator or escalator service if included in the Building.  Landlord may reduce the number of elevatorsin service after Normal Business Hours. Landlord retains the right to regulate the use of elevators for thepurpose of carrying freight, and

.3                                       HVAC, lighting, electric power, domesticrunning water, and janitor service in those areas of the Building from time totime designated by Landlord for use during Normal Business Hours by Tenant incommon with all tenants and other persons in the Building but under theexclusive control of Landlord

8.4                                 ***Utilities***:

.1                                       *Electrical Power*: Landlord will supply to the Premises sufficient electrical power tooperate the standard lighting fixtures supplied by Landlord plus circuitssufficient to deliver power to the Premises as currently existing.  If Tenant requires electrical power at adifferent voltage or at a greater capacity than 

 
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Landlord’s system delivers,then any additional systems required, if available, shall be installed,operated and maintained at Tenant’s cost.

.2                                       *Water and Sewage Connections*:  Landlord shall provide to the floor(s) onwhich the Premises is located, water for drinking fountains, cold or temperedwater for washroom facilities and the necessary sewer connections.  Any connections made to LeaseholdImprovements or special facilities by Tenant shall be made at Tenant’s cost andin accordance with section 7.4.

.3                                       *Information Technology*: Landlord may provide or arrange with third parties to provide to theBuilding, access to advanced information technology systems and equipmentincluding fibre optic and other sophisticated telecommunicationfacilities.  Landlord shall from time totime in its discretion determine the terms and conditions applicable toLandlord providing Tenant with access and connections to such systems andequipment including the amounts of fees and charges payable by Tenant toLandlord and applicable from time to time for access and connection privileges.

.4                                       *Utility Regulations*:  Theobligation of Landlord to furnish Utilities as set out in this section 8.4shall be subject to the rules and regulations of the supplier of such utilityor other Authority regulating the business or providing any of these Utilities.

8.5                                 ***Limitation***:  Tenantacknowledges and agrees that the degree of heating and cooling and otherservices provided after Normal Business Hours will be reduced by Landlord in amanner comparable to other similar office buildings in the municipality.  Landlord may enter the Premises at any timein order to inspect, control or regulate the operation of any HVAC Facilities.

.1                                       The systems furnished and operated by Landlordfor providing HVAC to the Premises are designed for a reasonable density ofpersons and for general office purposes based on window shading being fullyclosed where windows are exposed to direct sunlight.  Arrangement of partitions, equipment orspecial purpose areas, or the installation of equipment with high levels ofheat production by Tenant may require alteration of the portion of the HVACFacilities located within the Premises. Any alterations that can be accommodated by Landlord’s equipment shallbe made at Tenant’s expense and in accordance with section 7.4 hereof.  Balancing of the system within the Premisesshall be at Tenant’s expense.  Tenantacknowledges that the HVAC Facilities serving the Premises or the Building mayrequire initial balancing or that alterations made from time to time whetherinside the Premises or in other areas of the Building, may temporarily causeimbalance of the HVAC Facilities and Tenant shall allow a reasonable amount oftime for such readjustment and rebalancing.

.2                                       Should Landlord fail to provide sufficient heator HVAC at any time it shall not be liable for direct, indirect, orconsequential damages, or for personal discomfort or illness.

8.6                                 ***Landlord’sAlterations:***  Notwithstanding anything contained in thisLease, Landlord shall have the right, at any time, to add buildings, additionsand parking structures on the Lands or to make additions to, or subtractionsfrom, or to change, rearrange or relocate any part of the Common Areas, theLands or the Building including the Premises. Landlord shall also have the right to enclose any open area, and togrant, modify or terminate easements and other agreements pertaining to the useand maintenance of all or any part of the Building, Common Areas or the Lands,and to close all or any part of the Lands, Common Areas or the Building to suchextent as Landlord considers reasonably necessary to prevent accrual of anyrights therein to any persons at any time. Landlord is entitled to make changes to the parking areas and facilitiesand to make any changes or additions to the systems, pipes, conduits, Utilitiesor other building services within or serving the Premises or any other premisesin the Building.  In doing any of theforegoing, Landlord shall have the right to enter upon the Premises and sameshall not constitute a re-entry hereunder. Landlord shall not be liable for any damage caused to Tenant’sproperty.  No claim for compensationshall be made by Tenant by reason of inconvenience, nuisance, discomfort orconsequential loss arising from such changes or Landlord’s entry.  Landlord shall make such changes asexpeditiously as reasonably possible. The Building and all Common Areas shall at all times be 

 
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subject to the exclusivecontrol and management of Landlord or as Landlord may direct from time totime.  Tenant shall cooperate withLandlord in any of its programmes to improve or make more efficient theoperation of the Lands and Building.

8.7                                 ***Interruptionor Delay of Services: ***Landlord may slow down, interrupt, delay, orshut down any of the services or Utilities outlined in this Part 8 on accountof repairs, maintenance or alterations to any equipment or other parts of theBuilding and where practical, Landlord shall schedule such interruptions,delays, slow downs, or stoppage so as to minimize any inconvenience toTenant.  Landlord shall not beresponsible for any direct, indirect or consequential damages, losses, or injuriescaused.

8.8                                 ***PublicPolicy: ***Landlord shall be deemed to have observed andperformed the terms and conditions to be performed by Landlord under thisLease, including those relating to the provision of Utilities, if in so doingit acts in accordance with a directive, policy or request of an Authorityacting in the fields of energy, conservation, waste management and disposal,security, the environment or other area of public interest.

8.9                                 ***Security andInformation***:  Landlord may provide a security guard orreceptionist in the main lobby of the Building to provide general informationto visitors and to control traffic in and out of the Building.  Landlord may from time to time elect tosubstitute such services with automated systems and other devices that may fromtime to time seem appropriate for a comparable office building in themunicipality.  It is acknowledged byTenant that such services are intended for the general benefit of the Buildingand are not intended to specifically protect or otherwise serve Tenant, itsemployees or the Premises.

***PART 9 -*** DISPOSITIONS BYTENANT

9.1                                 ***Transfers:***  Tenantcovenants that no Transfer affecting Tenant, this Lease, the Premises or thebusiness of Tenant at the Premises shall be permitted or effective until Landlord’sprior written consent to the Transfer is delivered to Tenant.  Tenant shall deliver to Landlord its writtenrequest for consent to such Transfer together with copies of the proposedTransfer documents and shall provide Landlord with full particulars of theproposed Transfer and the business and financial responsibility and standing ofthe proposed Transferee.  If Tenantrequests Landlord’s consent to any Transfer, Landlord may either:

.1                                       refuse its consent (which refusal may bewithout any reasons being given or for reasons which are arbitrary orunreasonable, and such refusal shall not be subject to any review or anycontestation by anyone or any Authority); or

.2                                       elect to cancel and terminate this Lease if therequest is to assign the Lease or to sublet all of the Premises, or if therequest is to sublet a portion of the Premises only, to cancel and terminatethis Lease with respect to such portion. If Landlord elects to cancel this Lease and so advises Tenant inwriting, Tenant shall then notify Landlord in writing within 15 days thereafterof Tenant’s intention either to refrain from such assigning or subletting or toaccept the cancellation of the Lease (in whole, or in part).  Failure of Tenant to deliver notice toLandlord within such 15 day period advising of Tenant’s intention to refrainfrom such assigning or subletting, shall be deemed to be an acceptance byTenant of Landlord’s cancellation of this Lease (in whole, or in part, as thecase may be).  Any cancellation of thisLease pursuant to this section 9.1 shall be effective on the later of the dateoriginally proposed by Tenant as being the effective date of transfer or thelast day of the month which is not less than 60 days following the date ofLandlord’s notice of cancellation of this Lease; or

.3                                       grant its consent with such conditions, if any,as Landlord elects to impose in its sole discretion, which conditions shall beeffective upon completion of such Transfer and may include but are not limitedto:

.1                                       an increase in Gross Rent to an amount which isequal to the then fair market gross rent for the Premises for the balance ofthe Term, as determined by Landlord;

 
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.2                                       the relinquishment of any rights of the Tenantwith respect to the name of the Building, with respect to signage, with respectto renewal of this Lease or extension of the Term, or in respect to additionalpremises in the Building, or of exclusivity of use;

.3                                       waiver by Tenant of any further rights to rentfree periods or other inducements of any kind provided under this Lease;

.4                                       the requirement that any party to the Transferenter into a new lease with Landlord on Landlord’s then standard lease form forthe Building and that Tenant enter into such new lease as a guarantor or indemnifier;

.5                                       the deletion of any of the amendments toLandlord’s standard form of lease contained in this Lease; and

.6                                       the requirement that any party to the Transferother than Tenant covenant directly with Landlord in writing to perform andobserve such of the covenants, obligations and agreements of Tenant under thisLease as Landlord requires.

9.2                                 ***AdditionalRequirements:***  If Landlord agrees to grant its consent toany Transfer under section 9.1:

.1                                       Tenant shall not permit or cause such Transferto be completed except:

.1                                       upon terms consistent with the terms of Tenant’srequest and information under section 9.1 (except to the extent modifiedby any conditions imposed by Landlord under section 9.1);

.2                                       upon conditions imposed by Landlord, if any,under section 9.1; and

.3                                       upon terms not otherwise inconsistent with theterms of this Lease;

.2                                       Tenant shall cause to be executed and deliveredby any party to the Transfer (including Tenant) such documentation as may berequired by Landlord in connection with such Transfer;

.3                                       if Tenant shall receive or be entitled toreceive from any Transferee either directly or indirectly, any considerationfor the Transfer or the use of the whole or any portion of the Premises, eitherin the form of money or monies worth, goods, or services, Tenant shallforthwith pay an amount equivalent in value to such consideration to Landlordand such amount shall be deemed to be Additional Rent due;

.4                                       in the event of any subletting or otherTransfer by Tenant by reason of which Tenant receives a rent or other paymentof any kind related to any sublease or other right to use the Premises orconduct the business of Tenant therein, in the form of money or monies worth,goods or services from the subtenant or any other person, which is more thanthe rent payable hereunder to Landlord, Tenant shall pay such excess toLandlord in addition to all Rent, Additional Rent and other charges payableunder this Lease, and such excess amounts shall be deemed to be furtherAdditional Rent due;

.5                                       if such Transfer shall not be completed within60 days after Landlord’s consent is given, such consent shall expire and becomenull and void and Tenant shall not then allow or cause such Transfer to becompleted without again complying with all the requirements of this section 9;

and such consent shall not be effective unless and until Tenant shallhave complied fully with this section 9.2.

9.3                                 ***No Release:***  NoTransfer or other disposition by Tenant of this Lease or of any interest underthis Lease shall release Tenant from the performance of any of its covenantsunder this Lease and Tenant shall continue to be 

 
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bound by this Lease.  Tenant’s liability under the Lease willcontinue notwithstanding the bankruptcy, insolvency, dissolution or liquidationof any Transferee of this Lease or the termination of this Lease for default orthe termination, disclaimer, surrender or repudiation of this Lease pursuant toany statute or rule of law.  Furthermore,if this Lease is terminated for default or is terminated, disclaimed,surrendered or repudiated pursuant to any statute or rule of law, then, inaddition to and without limiting Tenant’s liability under this Lease, Tenant,upon notice from Landlord given within 90 days after any such termination,disclaimer, surrender or repudiation, shall enter into a new lease withLandlord for a term commencing on the effective date of such termination,disclaimer, surrender or repudiation and expiring on the date this Lease wouldhave expired but for such termination, disclaimer, surrender or repudiation andotherwise upon the same terms and conditions as are contained in this Leasewith respect to the period after such termination, disclaimer, surrender orrepudiation.

9.4                                 ***Costs:***  Priorto Landlord delivering any requested consent, Tenant shall pay Landlord’s costsincurred in processing each request by Tenant for consent to Transfer includingall internal and external legal costs incurred.

9.5                                 ***NoAdvertising:***  Tenant will not print, publish, post, displayor broadcast any notice or advertisement or otherwise advertise that all orpart of the Premises is available for lease or sublease or is otherwiseavailable for the purpose of effecting a Transfer, and it will not permit anybroker or other person to do any of the foregoing, unless the complete text andformat of any such notice of advertisement is first approved in writing byLandlord.  Without restricting orlimiting Landlord’s right to refuse any text or format on the other grounds, notext or format proposed by Tenant may contain a reference to the rental ratefor the Premises and in no event shall Tenant display any sign that is visiblefrom outside the Premises.

***PART 10 -*** INSURANCE ANDINDEMNIFICATION

10.1                           ***Tenant’sInsurance:***  Tenant shall, at its sole cost and expense,take out and maintain in full force and effect at all times throughout the Termthe following insurance:

.1                                       “All Risks” insurance upon property of everydescription and kind owned by Tenant, or for which Tenant is legally liable, orwhich is installed by or on behalf of Tenant, within the Premises or on theLands or Building, including, without limitation, stock in trade, furniture,equipment, partitions, Trade Fixtures and Leasehold Improvements, in an amountnot less than the full replacement cost thereof from time to time.  If there shall be a dispute as to the amountof full replacement cost the decision of Landlord or the Mortgagee shall beconclusive;

.2                                       Commercial general liability and propertydamage insurance, including personal liability, contractual liability, tenants’legal liability, non-owned automobile liability and owners’ and contractors’protective insurance coverage with respect to the Premises and the CommonAreas, which coverage shall include the business operations conducted by Tenantand any other person on the Premises. Such policies shall be written on a comprehensive basis with coveragefor any one occurrence or claim of not less than $5,000,000.00 or such higherlimits as Landlord or the Mortgagee may require from time to time;

.3                                       Business interruption insurance including lossof profits;

.4                                       Any form of insurance as Tenant, Landlord orthe Mortgagee may reasonably require from time to time in amounts and forinsurance risks against which a prudent tenant would protect itself.

10.2                           ***PolicyRequirements:***  Each policy of insurance taken out by Tenantin accordance with this Lease shall be taken out with insurers, and shall be insuch form and on such terms as are satisfactory to Landlord, and each such policyshall name Landlord, any Mortgagee and the Manager and any others designated byLandlord as additional named insureds, as their respective interests mayappear, and each of such policies shall contain, in form satisfactory toLandlord:

 
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.1                                       the standard mortgage clause as required by theMortgagee;

.2                                       a waiver by the insurer of any rights ofsubrogation or indemnity or any other claim over, to which such insurer mightotherwise be entitled against Landlord, the Manager and their respectiveofficers, directors, agents, employees or those for whom it is in lawresponsible;

.3                                       an undertaking by the insurer to notifyLandlord and the Mortgagee in writing not less than 30 days prior to anyproposed material change, cancellation or other termination thereof;

.4                                       a provision that Tenant’s insurance is primaryand shall not call into contribution any other insurance available to Landlord;

.5                                       a severability of interests clause and across-liability clause, where applicable.

10.3                           ***Proof ofInsurance:***  Tenant shall provide to Landlord and theMortgagee at the time of execution of this Lease and thereafter on demand, andfrom time to time, satisfactory evidence that the policies of insurancerequired to be maintained by Tenant in accordance with this Lease are in factbeing maintained, which evidence shall be in the form of certificates ofinsurance, or if required by Landlord or the Mortgagee, certified copies ofeach such insurance policy.

10.4                           ***Failure toMaintain:***  If Tenant fails to take out or keep in forceany insurance referred to in this Part 10 or should any such insurance not beapproved by either Landlord or the Mortgagee and should Tenant not rectify thesituation within forty-eight (48) hours following receipt by Tenant of writtennotice from Landlord (stating, if Landlord or the Mortgagee do not approve ofsuch insurance, the reasons therefor), Landlord shall have the right, withoutassuming any obligation in connection therewith, to effect such insurance atthe sole cost of Tenant and all outlays by Landlord shall be payable by Tenantto Landlord and shall be due on the first day of the next month following saidpayment by Landlord without prejudice to any other rights and remedies ofLandlord under this Lease.

10.5                           ***Damage toLeasehold Improvements:***  In case of damage to the LeaseholdImprovements, or any material part thereof, the proceeds of insurance inrespect thereto shall be payable to Landlord, and such proceeds shall bereleased to Tenant (provided that Tenant is not in default hereunder) uponTenant’s written request for progress payments, at stages determined by acertificate of the Architect stating that repairs to each such stage have beensatisfactorily completed free of liens by Tenant or by Tenant’s contractors.  In the event Tenant defaults in making suchrepairs, Landlord may, but shall not be obliged to, perform the repairs and theproceeds may be applied by Landlord to the cost thereof. If this Lease expiresor is terminated at a time when the Premises or Leasehold Improvements aredamaged or destroyed as a result of a peril required to be insured against byTenant, Tenant shall pay or assign to Landlord free of any encumbrance, anamount equal to the proceeds or the proceeds of insurance required to bemaintained by Tenant with respect to such damage or destruction.

10.6                           ***Increase inInsurance Premiums/Cancellation:***  Tenant shall not do or permitanything to be done upon the Premises which shall cause the premium rate ofinsurance on the Building to be increased. If the premium rate of insurance on the Building shall be increased byreason of any act or omission of Tenant or any use made of the Premises, Tenantshall pay to Landlord on demand the amount of such premium increase.  In the event of an actual or threatenedcancellation of any insurance on the Building or any adverse change thereto bythe insurer by reason of the use or occupation of the Premises, and if Tenanthas failed to remedy the situation, use, condition, occupancy or other factorgiving rise to such actual or threatened cancellation or adverse change within24 hours after notice thereof by Landlord, then Landlord may terminate thisLease by notice in writing to Tenant or remedy the situation, use, condition,occupancy or other factor giving rise to such actual or threatened cancellationor change, all at the cost of Tenant to be paid forthwith on demand, and forsuch purposes Landlord shall have the right to enter upon the Premises withoutfurther notice.

 
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10.7                           ***Landlord’sInsurance:***  Landlord agrees to insure the Building andthe machinery, boilers and equipment therein owned by Landlord (specificallyexcluding any property which Tenant is obliged to insure under this Part 10)against “All Risks” of loss in such reasonable amounts as would be carried by aprudent owner of a comparable office building in the municipality.  Landlord may also carry public liability andproperty damage insurance with respect to the operation of the Building, rentalinsurance and environmental insurance and any other forms of insurance as it orthe Mortgagee may reasonably determine to be advisable.  Notwithstanding that Tenant shall becontributing to Landlord’s costs and premiums respecting such insurance, Tenantshall not have any insurable or other interest in any of Landlord’s insuranceother than the rights, if any, expressly set forth in this Lease, and in anyevent, Tenant shall not have any interest in, nor any right to recover anyproceeds under any of Landlord’s insurance policies.

10.8                           ***Non-Liabilityfor Loss, Injury or Damage: ***Tenant acknowledges and agrees that Landlordshall not be liable for

.1                                       any death or injury arising from or out of anyoccurrence in, upon, at or relating to the Lands or Building,

.2                                       damage to property of Tenant or others locatedon the Premises however caused,

.3                                       any loss or damage to any property of Tenant orothers from any cause whatsoever (whether or not such property has beenentrusted to Landlord, its agents, servants or employees) and, without limitingthe generality of the foregoing, Landlord shall not be liable for any injury ordamage to persons or property resulting from fire, explosion, steam, water,rain, snow or gas which may leak into or issue or flow from any part of theBuilding or from the water, steam or drainage pipes or plumbing works of theBuilding or from any other place or quarter,

.4                                       any damage caused by or attributable to thecondition or arrangement of any electric or other wiring,

.5                                       any loss or damage of any kind arising fromfailure or interruption of any Utility, including without limitation, anyfailure or interruptions of any telecommunication, fibre optic or otherinformation technology facility utilized by Tenant and whether provided byLandlord or any other provider,

.6                                       any damage caused by anything done or omittedto be done by Landlord or by any other tenant or occupant of the Building,

.7                                       any claim or demand in connection with anyinjury, loss or damage to Tenant, its agents, invitees or licensees, or to theproperty of Tenant, its agents, invitees or licensees, where such injury, lossor damage arises out of the security services in force or the lack thereof inthe Building from time to time, or

.8                                       in any event, any indirect or consequentialdamages suffered by Tenant.

Without limiting the foregoing, Tenant hereby releases Landlord, andthose for whom it is in law responsible, from all losses, damages and claims ofany kind in respect of which Tenant is required to maintain insurance or isotherwise insured.  Tenant acknowledgesthat notwithstanding that Landlord may provide connections or access within theBuilding for information technology systems which Tenant uses in the operationof its business, Tenant shall have no claim of any kind against Landlord withrespect to any failure, interruption or improper performance of any suchinformation technology systems or equipment whether located within or beyondthe Building.  Tenant shall look solelyto third party suppliers and service providers in respect of all such claimsand Tenant waives and releases any and all such claims it may otherwise havehad against Landlord.

10.9                           ***Indemnificationof Landlord:***  Tenant shall indemnify Landlord and also saveit harmless from all losses, liabilities, damages, claims, demands and actionsof any kind or nature which Landlord shall or may become liable for or sufferby reason of any breach, violation or non-performance by Tenant of anycovenant, term or 

 
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provision of this Lease andagainst any and all losses, liabilities, damages, claims, demands, actions andexpenses in connection with loss of life, personal injury or damage to propertyarising from any occurrence on the Premises or arising from the occupancy oruse by Tenant of the Premises, the Lands or Building by Tenant, its agents,contractors, employees, servants, licensees, concessionaires or invitees oroccasioned wholly or in part by any act or omission of Tenant, its agents,contractors, employees, servants, licensees or concessionaires whether on thePremises, Lands or in the Building.  Incase Landlord, without actual fault on its part, is made a party to anylitigation commenced by or against Tenant, Tenant shall hold Landlord harmlessand shall pay all costs and legal fees incurred or paid by Landlord in respectof such litigation.

10.10                     ***Extension ofRights and Remedies:***  Every right, exemption from liability,defence, immunity and waiver of whatsoever nature applicable to Landlord underthis Lease shall also be available and shall extend to benefit and to protectall other companies owned, operated or controlled by or affiliated withLandlord and the Manager and to protect their respective officers, directors,managers, consultants and employees and for such purposes Landlord and theManager is or shall be deemed to be acting as agent or trustee on behalf of andfor the benefit of such companies and persons.

***PART 11 -*** DAMAGE

11.1                           ***Damage toPremises:***  It is understood and agreed that,notwithstanding the other provisions of this Lease, should the Premises at anytime be partially or wholly destroyed or damaged by any cause whatsoever orshould demolition of the Premises be necessitated thereby or should thePremises become unfit for occupancy by Tenant:

.1                                       subject as hereinafter provided in this section11.1, Landlord shall, to the extent of the insurance proceeds available forreconstruction and actually received by Landlord from its insurers following anelection by the Mortgagee to apply all or any portion of such insuranceproceeds against the debt owing to the Mortgagee as the case may be,reconstruct the Premises in accordance with Landlord’s obligations to repairunder the provisions of section 7.2 hereof. Upon substantial completion of Landlord’s work, Landlord shall notifyTenant, and Tenant shall forthwith commence and expeditiously completereconstruction and repair of the Premises, Leasehold Improvements and TradeFixtures in accordance with Tenant’s obligations to repair under the provisionsof section 7.1 hereof;

.2                                       rent shall not abate unless the Premises arerendered wholly or partially unfit for occupancy by such occurrence and in suchevent Rent, as of the date of such occurrence shall abate proportionately as tothe portion of the Premises rendered unfit for occupancy, but only for theperiod and to the extent that proceeds of rental insurance are actuallyreceived by Landlord, or if earlier, only until 30 days following receipt byTenant of Landlord’s notice given to Tenant as provided in subsection 11.1.1hereof, at which time Rent shall recommence;

.3                                       if, in the opinion of the Architect, suchopinion to be given to Landlord and Tenant within 30 days of the date of suchdamage, the Premises cannot be repaired and made fit for occupancy within 180 daysnext following any occurrence, or if 30% or more of the Premises are damaged ordestroyed, or, if such damage occurs during the last 2 years of the Term,Landlord may, by written notice to Tenant within 30 days of receipt of suchopinion of the Architect, or within 30 days after the occurrence of such damagewhere such damage occurs during the last 2 years of the Term, terminate thisLease and Rent shall cease and be adjusted as of the date of such occurrence,and Tenant shall immediately vacate the Premises and surrender same toLandlord;

.4                                       in no event, including termination of thisLease in accordance with the provisions of subsection 11.1.3 hereof, shallLandlord be liable to reimburse Tenant for damage to, or replacement or repairof any Leasehold Improvements, Trade Fixtures or of any Tenant Property.

 
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11.2                           ***Damage tothe Building:***  It is understood and agreed that,notwithstanding the other provisions of this Lease, should the Building at anytime be partially or wholly destroyed or damaged by any cause whatsoever, orshould demolition of the Building, or any part thereof, be necessitatedthereby:

.1                                       subject as hereinafter provided in this section11.2, Landlord shall, to the extent of the insurance proceeds available forreconstruction and actually received by Landlord from its insurers followingany election by the Mortgagee to apply all or any portion of such insuranceproceeds against the debt owing to the Mortgagee as the case may be,expeditiously reconstruct and repair the Building, and to the extent necessary,the Premises, in accordance with Landlord’s obligations to repair under theprovisions of section 7.2 hereof.  Uponsubstantial completion of Landlord’s work as it relates to the Premises Landlordshall notify Tenant, and Tenant shall forthwith commence and expeditiouslycomplete reconstruction and repair of the Premises, Leasehold Improvements andTrade Fixtures to the extent they are so affected, in accordance with Tenant’sobligations to repair under the provisions of section 7.1 hereof;

.2                                       rent shall not abate unless the Premises arerendered wholly or partially unfit for occupancy by such occurrence, and insuch event, Rent, as of the date of such occurrence shall abate proportionatelyas to the portion of the Premises rendered unfit for occupancy, but only forthe period and to the extent that proceeds of rental insurance are actuallyreceived by Landlord, or if earlier, only until 30 days following receipt byTenant of Landlord’s notice given to Tenant as provided in subsection 11.2.1hereof, at which time Rent shall recommence;

.3                                       if in the opinion of the Architect, suchopinion to be given to Landlord and Tenant within 30 days of the date of suchdamage, 30% or more of the total Rentable Area of the Building is at any timedestroyed or damaged in whole or in part by any cause whatsoever, or bydemolition caused or necessitated thereby, or, if such damage occurs during thelast 2 years of the Term, notwithstanding that the Premises may be unaffectedby such occurrence, Landlord may, at its option, by written notice to Tenant,within 30 days of receipt of such opinion of the Architect, or within 30 daysafter the occurrence of such damage where such damage occurs during the last 2years of the Term, elect to terminate this Lease and Tenant shall within 30days vacate the Premises and Rent will abate as of the 30th day after Landlord’snotice so long as Tenant has vacated the Premises;

.4                                       in repairing, reconstructing or rebuilding theBuilding or any part thereof, Landlord may use designs, plans andspecifications, other than those used in the original construction of theBuilding, and Landlord may alter or relocate, or both, any or all buildings,facilities and improvements, including the Premises, provided that the Premisesas altered or relocated shall be substantially the same size and shall be inall material respects reasonably comparable to the Premises, as defined herein;and

.5                                       in no event, including termination of thisLease in accordance with the provisions of subsection 11.2.3 hereof, shallLandlord be liable to reimburse Tenant for damage to, or replacement or repairof any Leasehold Improvements, Trade Fixtures or of any Tenant Property.

11.3                           ***Architect’sCertificate:***  It is understood and agreed by Tenant thatwherever a certificate of the Architect is required or deemed appropriate byLandlord, the certificate of the Architect shall bind the parties hereto as tocompletion of construction of the Premises and the availability of services,the percentage of the Premises or Building destroyed or damaged and the numberof days required to make repairs or reconstruct and the state of tenantabilityof the Premises, and the state of completion of any work or repair of eitherLandlord or Tenant.

11.4                           ***Limitationon Landlord’s Liability:***  Except as specifically provided in thisLease, there will be no reduction or abatement of Rent and Landlord will haveno liability to Tenant by reason of any injury to or interference with Tenant’sbusiness or Tenant Property arising from fire or other casualty, howsoevercaused, or from the making of any repairs resulting therefrom in or to anyportion of the Building.  Notwithstandinganything contained in this Lease, including sections 11.1 and 11.2, Rent payableby Tenant hereunder will not be abated, if the damage 

 
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is caused by any act oromission of Tenant, its officers, directors, agents, servants, employees or anyother person entering upon the Premises under express or implied invitation ofTenant.

***PART 12 -*** LANDLORD’SREMEDIES

12.1                           ***Landlord MayPerform Tenant’s Covenants: ***If Tenant is in default of any of itscovenants, obligations or agreements under this Lease (other than its covenantto pay Rent) and such default shall have continued for a period of 10consecutive days after notice by Landlord to Tenant specifying with reasonableparticularity the nature of such default and requiring the same to be remedied(or, if by reason of the nature thereof, such default cannot be cured by thepayment of money and cannot with due diligence be wholly cured within such 10day period, if Tenant shall fail to proceed promptly to cure the same or shallthereafter fail to prosecute the curing of such default with due diligence),Landlord, without prejudice to any other rights which it may have with respectto such default, may remedy such default and the cost thereof to Landlordtogether with interest at the Interest Rate thereon from the date such cost wasincurred by Landlord until repaid by Tenant shall be treated as Additional Rentand added to the Rent due on the next succeeding date on which Gross Rent ispayable.  Notwithstanding the above, ifthe nature of the default is such that it can be wholly cured in less than 10days, then Landlord’s notice shall stipulate such reasonable lesser period, andif the default is not remedied within the time period set out, Landlord mayremedy the default as set out above.

12.2                           ***Re-Entry: ***It is a condition of this Lease that when:

.1                                       Tenant fails to pay when due any Rent, whetherlawfully demanded or not;

.2                                       Tenant is in default of any of its covenants,obligations or agreements under this Lease (other than its covenant to payRent) and such default has continued for a period of 10 consecutive days (orsuch shorter period set out in Landlord’s notice as may be reasonable in thecircumstances) after notice by Landlord to Tenant specifying with reasonableparticularity the nature of such default and requiring the same to be remedied,or, if by reason of the nature thereof, such default cannot be cured by thepayment of money and cannot with due diligence be wholly cured within such 10day period, if Tenant has failed to proceed promptly to cure the same or hasthereafter failed to prosecute the curing of such failure with due diligence;

.3                                       an execution issues against any property ofTenant or any guarantor or indemnifier of this Lease and remains outstandingfor more than 10 days, or any receiver of any property of Tenant or anyguarantor or indemnifier of this Lease is appointed, or Tenant or any guarantoror indemnifier of this Lease becomes insolvent or makes application for relieffrom creditors under the provisions of any statute now or hereafter in forceor, under the Bankruptcy and Insolvency Act, files a notice of intention or aproposal, makes an assignment in bankruptcy, has a receiving order made againstit or otherwise becomes bankrupt or insolvent, or any action, steps orproceedings whatever, are taken with a view to the winding up, dissolution orliquidation of Tenant or any guarantor or indemnifier of this Lease, or with aview to the restructuring or compromise of any debt or other obligation ofTenant or any guarantor or indemnifier of this Lease;

.4                                       any insurance policy is cancelled or notrenewed by any insurer by reason of any particular use or occupation of thePremises;

.5                                       the Premises have been abandoned, or havebecome vacant or have remained unoccupied for a period of 5 consecutive dayswithout the consent of Landlord or the Premises have been used or occupied byany other person or persons other than Tenant or any person permitted by Part 9hereof; or

.6                                       Tenant or any Related Company is in default ofany of its covenants, obligations or agreements under any lease or otherwritten agreement between it and Landlord (as owner or as manager) or anycompany which is a Related Corporation to Landlord and such default shall havecontinued for such period of time that Landlord’s (or such Related Corporation)remedies have become exercisable thereunder;

 
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.7                                       a receiver, interim receiver, trustee,liquidator or a receiver and manager is appointed for all or part of TenantProperty or business or of an Indemnifier’s, occupant’s, licensee’s,concessionaire’s or franchisee’s property or business; or

.8                                       Tenant has not discharged or vacated any lienreferred to in section 7.4 within 48 hours after notice from Landlord requiringTenant to do so,

.9                                       Tenant makes a bulk sale of its goods or moves orcommences, attempts or threatens to move its goods, chattels and equipment outof the Premises (other than in the normal course of its business) or Tenantceases to conduct business from the Premises; or

.10                                 termination of this Lease by Landlord is permittedunder any other part of this Lease or in law;

then, and in any of suchcases, the then current month’s Rent together with the Rent for the three (3)months next ensuing shall immediately become due and payable, and at the optionof Landlord the Term shall become forfeited and void, and Landlord withoutnotice or any form of legal process whatever may forthwith re-enter thePremises or any part thereof in the name of the whole and repossess the same asof its former estate, anything contained in any statute or law to the contrarynotwithstanding.  Landlord may expel allpersons and remove all property from the Premises and such property may beremoved and sold or disposed of by Landlord as it deems advisable or may bestored in a public warehouse or elsewhere at the cost and for the account ofTenant without Landlord being considered guilty of trespass or conversion orbecoming liable for any loss or damage which may be occasioned thereby,provided, however, that such forfeiture shall be wholly without prejudice tothe right of Landlord to recover arrears of rent and damages for any antecedentdefault by Tenant of its covenants under this Lease. Should Landlord at anytime terminate this Lease by reason of any such event, then, in addition to anyother remedies it may have, it may recover from Tenant all damages it may incuras a result of such termination.

Notwithstanding anytermination of this Lease, Landlord shall be entitled to receive Rent andRental Tax up to the time of termination plus accelerated rent as hereinprovided and damages including but not limited to:

.1                                       damages for the loss of Rent and Rental Taxsuffered by reason of this Lease having been prematurely terminated;

.2                                       the costs of reclaiming and repairing thePremises; and

.3                                       solicitor’s fees and disbursements on asubstantial indemnity basis.

12.3                           ***Right toDistrain: ***Tenant agrees that Landlord shall have theright to distrain for any arrears of Rent without notice to Tenant, in additionto the other rights reserved to it.  Forsuch purpose Landlord shall have the right to enter the Premises as agent ofTenant either by force or otherwise without being liable for any prosecutiontherefor and to take possession of any goods and chattels whatever on thePremises, and to sell the same at public or private sale and apply the proceedsof such sale on account of the Rent or in satisfaction of the breach of anycovenant, obligation or agreement of Tenant under this Lease and Tenant shallremain liable for the deficiency, if any. Notwithstanding anything contained in any statute concerning commercialtenancies in the province in which the Building is located, (the “Act”) or anysuccessor legislation or other statute which may hereafter be passed to takethe place of the said Act or to amend the same, none of the goods and chattelsof Tenant at any time during the continuance of the Term shall be exempt fromlevy by distress for Rent and Tenant hereby waives all and every benefit thatit could or might have under such Act. Upon any claim being made for such exemption by Tenant, or on distressbeing made by Landlord, this provision may be pleaded as an estoppel againstTenant in any action brought to test the right to the levying of distress uponany such goods.

In exercising itsright to distrain, Landlord in addition to the rights reserved to it shall havethe right:

 
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.1                                       to enter the Premises by force or otherwisewithout being liable for any prosecution therefor;

.2                                       to change the locks on the Premises in order toprevent the removal by Tenant or any other person of the goods and chattelswhich are being distrained without thereby re-entering the Premises orterminating this Lease; and

.3                                       to levy distress after sunset and beforesunrise.

12.4                           ***Landlord MayFollow Chattels:***  In case of removal by Tenant of the goods orchattels of Tenant from the Premises, Landlord may follow the same for 30 daysin the same manner as is provided for in the Act or any successor legislationor other statute which may hereafter be passed to take the place of the Act orto amend the same.

12.5                           ***RightsCumulative: ***The rights and remedies given to Landlord inthis Lease are distinct, separate and cumulative, and no one of them, whetheror not exercised by Landlord shall be deemed to be in exclusion of any otherrights or remedies provided in this Lease or by law or in equity.

12.6                           ***Acceptanceof Rent Non-Waiver:***  No receipt of monies by Landlord from Tenantafter the termination of this Lease shall reinstate, continue or extend the Term,or affect any notice previously given to enforce the payment of Rent then dueor thereafter falling due or operate as a waiver of the right of Landlord torecover possession of the Premises by proper action, proceeding or otherremedy; it being agreed that, after the service of a notice to cancel orterminate this Lease and after the commencement of any action, proceeding orother remedy, or after a final order or judgment for possession of thePremises, Landlord may demand, receive and collect any monies due, orthereafter falling due without in any manner affecting such notice, action,proceeding, order or judgment; and any and all such monies so collected shallbe deemed payments on account of the use and occupation of the Premises or atthe election of Landlord on account of Tenant’s liability hereunder.

***PART 13 -*** ADDITIONALPROVISIONS

13.1                           L***andlord Default: ***IfLandlord is in default, Tenant shall not have or exercise any right or remedywith respect thereto unless such default continues for 30 days or such longerperiod as may be reasonably required in the circumstances to cure such defaultafter notice by Tenant to Landlord specifying reasonable details of the defaultand requiring it to be remedied.

13.2                           ***Relocation:*** Tenant agrees that, despite any otherprovision of this Lease, Landlord has the right at any time and from time totime before or during the Term to rearrange the Premises or to change thelocation of the Premises to comparable space in the Building.  Tenant agrees to vacate the Premises and moveto such other premises not later than 60 days following Landlord’s notice toTenant requiring Tenant to relocate failing which Tenant shall be deemed to beoverholding in the Premises.  If Landlordexercises its right to rearrange the Premises or change its location, theappropriate modifications will be made to the Basic Information and, ifappropriate, the Gross Rent will be adjusted. Landlord’s exercise of its rights under this section does not constitutea re-entry or a breach of Landlord’s covenant for quiet enjoyment contained inthis Lease or implied by law.  IfLandlord exercises its right to rearrange the Premises or to change thelocation of the Premises after the date on which Landlord notifies Tenant thatthe Premises are ready for installation of Leasehold Improvements, Landlordwill reimburse Tenant for the direct costs it reasonably incurs because of therearrangement or relocation of the Premises. Landlord also reserves the right to rearrange any demising walls forpurposes of providing required fire or emergency corridors or of otherwisecomplying with law and the requirements of Authorities from time to time.

13.3                           ***Demolition:*** Notwithstanding anything contained in this Lease to the contrary, ifLandlord intends to demolish, renovate, remodel or alter the Building to suchan extent that Landlord requires possession of the Premises, then Landlord,upon giving Tenant 180 days written notice, shall have the right to terminatethis Lease and this Lease 

 
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shall expire on the expirationof 180 days from the date of giving of such notice without compensation of anykind to Tenant.

13.4                           ***Effect ofTermination:***  The expiry or termination of this Leasewhether by elapse of time or by the exercise of any right of either Landlord orTenant pursuant to this Lease shall be without prejudice to the right ofLandlord to recover arrears of rent and to recover damages for an antecedentdefault by Tenant.

***PART 14 -*** TRANSFERS BYLANDLORD

14.1                           ***Sales,Conveyance and Assignment:***  Nothing in this Lease will restrict the rightof Landlord to sell, convey, assign or otherwise deal with all or any part ofthe Building, subject only to the rights of Tenant under this Lease.

14.2                           ***Effect ofSale, Conveyance or Assignment:***  A sale, conveyance or assignmentof the Lands and the Building will operate to release Landlord from liabilityfrom and after the effective date thereof upon all of the covenants, terms andconditions of this Lease, express or implied, except as such may relate to theperiod prior to such effective date, and Tenant will thereafter look solely toLandlord’s successors in interest in and to this Lease.  This Lease will not be affected by any suchsale, conveyance or assignment, and Tenant will attorn to Landlord’s successorin interest thereunder.

14.3                           ***Subordination: ***Unless this Lease is required by Mortgagee or by Landlord to beregistered (by caveat or otherwise) in priority to any such Mortgage, thisLease is and will be subject and subordinate in all respects to any and allMortgages, now or hereafter placed on the Building or Lands, and to allrenewals, modifications, consolidations, replacements and extensions thereof.

14.4                           ***Attornment:***  Subjectto section 14.5, if the interest of Landlord is transferred to any personincluding a Mortgagee (herein called “Purchaser”) by reason of foreclosure orother proceedings for enforcement of any Mortgage including obtainingpossession by a Mortgagee or by delivery of a transfer or deed in lieu of suchforeclosure, or other proceedings, Tenant will immediately and automaticallyattorn to Purchaser.

14.5                           ***Nondisturbance:***  Noattornment by Tenant under section 14.4 will be effective unless and until,Purchaser delivers to Tenant a written undertaking, binding upon Purchaser andenforceable by and for the benefit of Tenant, that despite such enforcementproceedings and transfer this Lease and Tenant’s rights hereunder, willcontinue undisturbed while Tenant is not in default of this Lease.

14.6                           ***Effect ofAttornment:***  Upon attornment under section 14.4 this Leasewill continue in full force and effect as a direct lease between Purchaser andTenant, upon all of the same terms, conditions and covenants as are set forthin this Lease except that, after such attornment, Purchaser will not be

.1                                       liable for any act or omission of Landlordprior to such attornment, or

.2                                       subject to any offsets or defences which Tenantmight have against Landlord prior to such attornment, or

.3                                       bound by any prepayment by Tenant of more thanone month’s installment of Rent, or by any previous modification of this Lease,unless such prepayment or modification will have been approved in writing byPurchaser.

14.7                           ***Execution ofInstruments:***  Except as otherwise provided herein, thesubordination and attornment provisions of this Part 14 will be self-operatingand except as set out in section 14.5 no further instrument will berequired.  Nevertheless Tenant, onrequest by and without cost to Landlord or any successor in interest, willexecute and deliver any and all instruments further evidencing suchsubordination and (where applicable hereunder) attornment.

*** ***
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***PART 15 -*** MISCELLANEOUS

15.1                           ***Certification:*** Landlord and Tenant respectively agree that within 10 days after awritten request therefor, they shall execute and deliver to the other or tosuch person as may be identified in the written request (but in no event morethan twice in any year) a written statement certifying that this Lease isunmodified and is in full force and effect (or if modified stating themodifications and that this Lease is in full force and effect as modified), theamount of the Gross Rent and the date to which it as well as all other chargesunder this Lease have been paid, whether or not there is any existing defaulton the part of Landlord or Tenant of which the person signing the certificatehas notice and giving as well such further information as the person requestingthe certificate shall reasonably require.

15.2                           ***Rights ofMortgagees:***  If at any time during the currency of aMortgage of the interest of Landlord in the Premises or Building, notice ofwhich has been given to Tenant, Landlord shall be in default under this Leaseand such default would give rise to a right in Tenant to terminate this Lease,Tenant, before becoming entitled as against the holder of such Mortgage toexercise any right to terminate this Lease, shall give to such Mortgagee noticein writing of such default.  Such Mortgageeshall have 60 days after the giving of such notice, or such longer period asmay be reasonable in the circumstances, within which to remedy such default,and if such default is remedied within such time Tenant shall not by reasonthereof terminate this Lease.  The rightsand privileges granted to any such Mortgagee by virtue of this section shallnot be deemed to alter, affect or prejudice any of the rights and remediesavailable to Tenant as against Landlord. Any notice to be given to such Mortgagee shall be deemed to have beenproperly given if mailed by registered mail to its most recent address of whichTenant has notice.

15.3                           ***Joint andSeveral Liability:***  If two or more individuals, corporations,partnerships or other business associations (or any combination of two or morethereof) sign this Lease as Tenant, the liability of each such individual,corporation, partnership or other business association to pay Rent and toperform all other obligations hereunder shall be deemed to be joint andseveral.  In like manner, if Tenant is apartnership or other business association, the members of which are, by virtueof statute or general law, subject to personal liability, the liability of eachsuch member shall be joint and several. Tenant warrants and represents that it is duly formed and in goodstanding, and has full corporate or partnership authority, if applicable and asthe case may be, to enter into this Lease, and has taken all corporate orpartnership action, if applicable and as the case may be, necessary to makethis Lease a valid and binding obligation, enforceable in accordance with itsterms.

15.4                           ***Landlord andTenant Relationship:***  No provision of this Lease is intended to norcreates a joint venture or partnership or any other similar relationshipbetween Landlord and Tenant, it being agreed that the only relationship createdby this Lease is that of landlord and tenant.

15.5                           ***No Waiver:***  Nocondoning or waiver by either Landlord or Tenant of any default or breach bythe other at any time or times in respect of any of the terms, covenants andconditions contained in this Lease to be performed or observed by the othershall be deemed to operate as a waiver of Landlord’s or Tenant’s rights underthis Lease, as the case may be, in respect of any continuing or subsequentdefault or breach nor so as to defeat or affect in any way the rights orremedies of Landlord or Tenant under this Lease, as the case may be, in respectof any such continuing or subsequent default or breach.  Unless expressly waived in writing, thefailure of Landlord or Tenant to insist in any case upon the strict performanceof any of the terms, covenants or conditions contained in this Lease to beperformed or observed by the other shall not be deemed to operate as a waiverof the future strict performance or observance of such terms, covenants andconditions.

15.6                           ***Expropriation:*** Landlord and Tenant shall co-operate in respect of any expropriation ofall or any part of the Premises or the Lands and Building so that each partymay receive the maximum award to which it is entitled in law.  If the whole or any part of the Premises orof the Lands and Building are expropriated, as between the parties hereto,their respective rights and obligations under this Lease shall continue until theday on which the expropriating authority takes possession thereof.  If, in the case of partial expropriation ofthe Premises this 

 
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Lease is not frustrated byoperation of governing law and such expropriation does not render the remainingpart of the Premises untenantable for the purposes of this Lease, Tenant andLandlord shall restore the part not so taken in accordance with theirrespective repair obligations under the provisions of Part 7 of thisLease.  In this section the word “expropriation”shall include a sale by Landlord to any authority with powers of expropriation,in lieu of or under threat of expropriation.

15.7                           ***AdditionalCosts:***  Tenant agrees to pay Landlord as Rent, uponwritten request therefor, any and all costs, including without limitation,costs of additional security, cleaning and legal costs, incurred by Landlord asa result of picketing, demonstration or other activity within or about theBuilding which is initiated by members of any organization or group including,without limitation, a trade union, and which is directed at Tenant, itscontractors, subcontractors, suppliers or employees or at Tenant’s operationsin the Building.

15.8                           ***Notice:***  Anynotice required or contemplated by any provision of this Lease shall be givenin writing and shall be signed by the party giving the notice, addressed, inthe case of Landlord to its Manager at the address shown in Part 1; in the caseof notice to Tenant to it at the Premises or at the address shown in Part 1;and in the case of notice to the Indemnifier to it at the address shown in Part1, in each case delivered or sent by facsimile or by registered mail, postageprepaid, return receipt requested.  Thetime of giving of such notice if mailed shall be conclusively deemed to be the5th business day after the day of such mailing unless regular mail service isinterrupted by strikes or other irregularities. Such notice, if delivered or sent by facsimile, shall be conclusivelydeemed to have been given and received at the time of such delivery or the timeof sending by facsimile, in either case, unless received on a non-business day,or after 5:00 p.m. in which event such notice shall be deemed to have beengiven and received on the next business day. If in this Lease two or more persons are named as Tenant, such noticeshall be delivered personally to any one of such persons.  Provided that either party may, by notice tothe other, from time to time designate another address in Canada to whichnotices given more than 10 days thereafter shall be addressed. Any notice to begiven by Landlord may be signed and given by Landlord or by the Manager.

15.9                           ***Non Merger:***  Thereshall be no merger of this Lease nor of the leasehold estate created herebywith the fee estate in the Lands or any part thereof by reason of the fact thatthe same person, firm, corporation or entity may acquire or own or holddirectly or indirectly: (a) this Lease or the leasehold estate created herebyor any interest in this Lease or any such leasehold estate; and (b) the fee estatein the Lands or any part thereof or any interest in such fee estate.  No such merger shall occur unless and untilLandlord, Tenant and Landlord’s Mortgagees (including a trustee forbondholders) shall join in a written instrument effecting such merger and shallduly record the same.

15.10                     ***Lease EntireAgreement:***  There are no covenants, representations,warranties, agreements or conditions expressed or implied, collateral orotherwise forming part of or in any way affecting or relating to this Lease orthe Premises save as expressly set out in this Lease and this Lease constitutesthe entire agreement between Landlord and Tenant and may not be amended ormodified except by subsequent agreement in writing of equal formality executedby Landlord and Tenant.  The submissionof this Lease for examination does not constitute an offer, a reservation of oroption for the Premises, and this Lease becomes effective as a lease only uponexecution and delivery thereof by both Landlord and Tenant.

15.11                     ***Registration:***  Tenantshall not register this Lease on the title to the Lands; however, Tenant afterhaving paid to Landlord the sum of $500.00 as an additional deposit whichLandlord may use to defer costs incurred in removing such registration at theend of the Term, may register a Notice of Lease on title to the Lands, at itssole cost, provided such Notice of Lease shall describe only the parties, thePremises, the Term of this Lease, and any renewals.  Such Notice of Lease shall be prepared byTenant’s solicitors, and shall be subject to the prior written approval ofLandlord and its solicitors, and shall be registered at Tenant’s expense.  Upon expiry or termination of this Lease,Tenant shall forthwith remove or discharge from registration any such Notice ofLease.

 
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15.12                     ***Name ofBuilding:***  Tenant shall not refer to the Building by anyname other than that, if any, designated from time to time by Landlord, andTenant may use such designated name of the Building for the business address ofTenant but for no other purpose. Landlord will have the right, after 30 days notice to Tenant, to changethe name, number or designation of the Building or any part thereof, during theTerm without liability of any kind to Tenant.

15.13                     ***GoverningLaw:***  This Lease shall be construed in accordancewith the laws having application in the Province in which the Building issituate and the parties attorn to the exclusive jurisdiction of the courts ofsuch Province to deal with all actions in respect of this Lease.  The section headings of this Lease have beeninserted for convenience of reference only and they shall not be referred to inthe interpretation of this Lease.  ThisLease shall be read with all changes of gender and number required by thecontext.  Time shall be of the essence ofthis Lease and each of the provisions hereof.

15.14                     ***Survival ofTenant’s Covenants:***  All agreements, covenants andindemnifications in this Lease made by Tenant shall survive the expiration orearlier termination of this Lease, anything to the contrary in this Lease or atlaw notwithstanding.

15.15                     ***QuietEnjoyment:***  Landlord agrees that so long as Tenant dulypays the Rent hereby reserved and duly observes and performs the agreements,terms and conditions herein on its part to be observed and performed, Tenantshall and may peaceably possess and enjoy the Premises for the Term without anyhindrance, interruption or disturbance from Landlord, subject nevertheless tothe terms, covenants, conditions and limitations of this Lease.

15.16                     ***Severability:***If any provision of thisLease or the application thereof to any person or circumstance shall, to anyextent, be invalid or unenforceable, the remainder of this Lease or theapplication of such provision to persons or circumstances other than those towhich it is held invalid or unenforceable, shall not be affected thereby andeach provision of this Lease shall be separately valid and enforceable to thefullest extent permitted by law.

15.17                     ***Amendments*****:**  ThisLease may not be amended or altered except by instrument in writing signed byLandlord and Tenant.

15.18                     ***Assigns:***  ThisLease shall enure to the benefit of and be binding upon the parties hereto,shall be binding upon their respective successors and assigns and subject tothe limitations on Transfer by Tenant set forth above, shall enure to thebenefit of and be enforceable by only such successors and assigns which haveundertaken to assume and to perform each of the covenants of the party to whichthey have succeeded or from which they have received such assignment in thesame manner and to the same extent as if originally named in this Lease as suchparty.

15.19                     **S*tatus of Manager: ***Tenant acknowledges that the Manager hasexecuted this Lease solely in its representative capacity as property managerfor Landlord and the Manager shall have no personal liability under theprovisions of this Lease.  Subject to theforegoing, the Manager shall represent and act for and on behalf of Landlordfor all purposes of this Lease.

 
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15.20                     ***Acceptanceby Tenant:***  Tenant does hereby accept this Lease of thePremises to be held by it as tenant, subject to the conditions, restrictionsand covenants set forth in this Lease.

IN WITNESS WHEREOF theparties hereto have executed this indenture by their authorized officers inthat behalf, or by Tenant’s signature hereto if Tenant is not incorporated, asof the date first above written.
| LANDLORD: | **DUNDEAL CANADA (GP) INC.**                   |
|-----------|------------------------------------------------|
|      | by its Manager, Dundee Realty Management Corp. |
|      |                                           |
|      |                                           |
|      | Per:                                           |   |   |
|      | Name:                                          | Michael Knowlton |
|      | Title:                                         | President and Chief Operating Officer |
|      |                                           |
|      | Per:                                           |   |   |
|      | Name:                                          | John Page |
|      | Title:                                         | Vice President, Ottawa Region |
|      | I/We have authority to bind the Corporation    |
|      |                                           |
|      |                                           |
| TENANT:   | **I. W. SYSTEMS CANADA COMPANY**               |
|      |                                           |
|      | Per:                                           |   |   |
|      | Name:                                          |   |
|      | Title:                                         |   |
|      |                                           |
|      | Per:                                           |   |   |
|      | Name:                                          |   |
|      | Title:                                         |   |
|      | I/We have authority to bind the Corporation    |

 

If the Tenant is acorporation it must execute this Lease by signature of its duly authorizedofficer(s) under its corporate seal or if no corporate seal is affixed indicatethe name(s) and capacity of the signing officers and if a partnership mustexecute this Lease by the signatures of the general partner(s) under seal, andif an individual must execute this Lease by the individual’s signature underseal.  Except in the case of corporationsall signatures must be witnessed.

 
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**SCHEDULE 1**

**DESCRIPTIONOF THE LANDS**

An emplacement located in theCity of Gatineau (Hull Borough), Province of Quebec, composed of lot numbersONE MILLION NIENTY THOUSAND FOUR HUNDRED AND FOUR (1 090 404), ONE MILLIONNIENETY THOUSAND FOUR HUNDRED AND FIFTEEN (1 090 415) and ONE MILLION NINETYONE THOUSAND TWO HUNDRED AND SEVEN (1 091 207) of the Cadastre du Québec,Registration Division of Hull.

With all the buildings thereonerected and, more particularly, the building bearing civic number 975 St-JosephBoulevard, City of Gatineau (Hull Borough), Province of Quebec, J8Z 1T3.

 
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**SCHEDULE 2**

**FLOOR PLAN**

 
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**SCHEDULE 3**

**DEFINITIONS**

In this Lease, unlessthere is something in the subject matter or context inconsistent therewith:

“**Additional Rent**” means all payments forAdditional Services, and such other sums, excluding Gross Rent, otherwisepayable by Tenant in accordance with the terms of this Lease, whether toLandlord or others.

“**Additional Services**” means any additionalservice, Utilities and/or supervision provided to Tenant and supplied byLandlord or by anyone authorized by Landlord and not otherwise expresslyprovided for as a standard service under this Lease, at rates and chargesdetermined by Landlord; by way of example, adjusting and balancing HVACFacilities, cleaning of carpets, moving furniture, construction, installationand alterations to or removal of Leasehold Improvements, providing HVAC forperiods in excess of Normal Business Hours and access and connection to fibreoptics or other enhanced information technology, are each Additional Services.

“**Alterations**” has the meaning provided insection 7.4.2.

“**Architect**” means the architect, surveyor orengineer from time to time appointed by Landlord.

“**assignment**” means any transaction wherebyany rights of Tenant under this Lease are transferred to anyone (whetherimmediately, conditionally or contingently) and includes an assignment orspecific or floating charge whereby the interest of Tenant or the Premises ismortgaged or pledged as security for any indebtedness or other obligation andincludes an assignment by operation of law and any change in the identity ofthe party having the right to possession or actually in possession of thePremises.

“**Authority**” means the federal, provincial,and municipal governments, the courts, administrative and quasi-judicial boardsand tribunals and any other organizations or entities with the lawful authorityto regulate, or having a power or right conferred at law or by or under astatute over, Landlord, Tenant, the Building, the Lands or the Premisesincluding the businesses carried on therein;

“**Basic Information**” means the informationset out in Part 1 of this Lease.

“**Gross Rent**” means the gross rent payable byTenant pursuant to section 5.2 of this Lease.

“**Building**” means the buildings, structures,and improvements from time to time during the Term erected on the Landstogether with all fixtures, sprinklers, elevators, escalators, HVAC Facilitiesand mechanical and electrical equipment and machinery and water, gas, sewage,telephone and other communication facilities and electrical power services andUtilities comprised therein, belonging thereto, connected therewith or used inthe operation thereof, and now or hereafter constructed, erected and installedtherein and thereon, and all alterations, additions, and replacements thereto,and includes the Common Areas but excludes all Leasehold Improvements made,constructed, erected or installed therein by or on behalf of Tenant and anyother tenant of premises therein.

“**Business Tax**” means any business tax orassessment or any other tax, assessment, rate or levy imposed by any Authorityhaving jurisdiction, in respect of, any business carried on, in, from orthrough the Premises or the whole or any part of the Building or any use,possession or occupancy of any property, premises or space in the Building.

“**change in control**” means, in the case ofany corporation or partnership, the transfer, by sale, assignment, operation oflaw, transmission on death, mortgage, trust, issuance from treasury,cancellation or redemption, or otherwise, of any shares, voting rights orinterest, which will result in a change of the identity of the person 

 
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exercising, or who mightexercise, effective control of such corporation or partnership whether directlyor indirectly, unless such change occurs as the result of trading in shareslisted upon a recognized stock exchange.

“**Commencement Date**” is defined in section1.8 hereof.

“**Common Areas**” means:

(i)                                     allcommon areas and facilities within the Building from time to time furnished ordesignated (and which may be changed) by Landlord, whether or not the areas areopen to the general public, and are deemed to include any fixtures, chattels,systems, decor, signs, roofs, parking facilities, or landscaping contained inthem or maintained or used in connection with them, and are deemed to includethe city sidewalks adjacent to the Lands, access areas to the DeliveryFacilities, and any pedestrian walkway system, park or other facility inrespect of which Landlord is from time to time subject to obligations in itscapacity as owner or lessee of the Lands or Building or both, some parts ofwhich are for the use in common, in such manner as Landlord may designate andpermit, by tenants of premises in the Building and all others entitled theretoincluding, without restricting the generality of the foregoing, lobbies,corridors, together with washrooms, fan rooms, janitors’ closets, electricalclosets and other closets not situate within the demising line of any premisesin the Building, and parking areas; and

(ii)                                  allportions of the Lands not from time to time demised by Landlord and not coveredby any building (other than service buildings) available for the generalbenefit of all tenants of the Building and including without restricting thegenerality of the foregoing, parking areas, access roads, driveways, sidewalksand landscaped areas.

“**Construction Schedule**” INTENTIONALLYDELETED.

“**Contaminant**” means any solid, liquid, orgaseous substance, any Hazardous Waste, any Toxic Substances, any odour, heat,sound vibration, radiation or combination of any of them that may, ifDischarged, have an adverse effect on the environment or on people, property orthe normal conduct of business.

“**Delivery Facilities**” means those portionsof the Common Areas on and below the street level that are from time to timedesignated by Landlord as facilities to be used in common by Landlord, tenantsof the Building, and others, for purposes of loading, unloading, delivery,dispatch and holding of merchandise, goods and materials entering or leavingthe Building and giving vehicular access to portions of the Building.

“**Design Criteria Manual**” means Landlord’smanual, as amended and supplemented from time to time, setting out standardsand procedures applicable to any work or material for the Premises includingpreparation and approval of plans and the conduct and completion of Tenant’swork whether at the beginning or at any time during the Term.  Such manual shall provide for architectural,mechanical and Utilities standards, specifications and criteria established byLandlord, from time to time, for rentable premises in the Building, includingbut not limited to standards, specifications and criteria for all interiorimprovements.

“**Discharge**” means any spill release, escape,leak or movement of a Contaminant into the environment, the indoor or outdoorair, into or onto the ground, into the surface water or ground water, into thesewers or any watercourse, or into, onto or from the Premises or the Building.

“**Environmental Law**” means the statutes,regulations, policies, directives, orders, approvals and other legalrequirements of an Authority or of the common law which affect the Lands, theBuilding, the Premises, and Landlord’s or Tenant’s business, and which imposeany obligations relating to the protection, conservation or restoration of theenvironment, the Lands, the Premises or the Building.

“**Fiscal Period**” means the period designatedas such from time to time by Landlord.

 
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“**Gross Revenue**” means all Gross Rent,Additional Rent, earned interest, commissions, royalties, bonuses, OperatingCost recoveries, revenue, if any, from any parking facilities, damagerecoveries, tax recoveries, insurance proceeds relating to lost revenue and allother amounts, rights and benefits of any kind whatsoever actually received,receivable or derived by the Landlord from the Building, all calculated inaccordance with generally accepted accounting principles and practicesconsistent with the commercial real estate industry in Canada including,without limitation, an amount deemed to be received for any rent-free periodcalculated on the basis of the monthly rent payable immediately following therent-free period under a Tenant’s lease.

“**Hazardous Waste**” means any hazardous waste,hazardous product, deleterious substance, special waste, liquid industrialwaste, bio-medical waste, dangerous goods or substance which is controlled orregulated under Environmental Law.  Forease of reference, this includes, but is not limited to, any waste which iscomposed in whole or in part of substances which are:  (i) corrosive, (ii) ignitable, (iii)pathological, (iv) radioactive, (v) reactive, or (vi) toxic; and liquid waste,whether or not from a commercial or industrial process, that cannot lawfully bedisposed of through the municipal sewers.

“**HVAC**” means heating, ventilating or coolingor any combination thereof.

“**HVAC Cost**” means that portion of all costsin the Fiscal Year for the operation, repair, replacement and maintenance ofthe systems for heating, ventilating, and air-conditioning the Building asestablished by Landlord from time to time on a fair and equitable basis whichreflects load and hours of operation, (and includes depreciation at reasonablerates on such systems) as allocated by Landlord to the Building on such basisas Landlord may, from time to time, determine equitable.

“**HVAC Facilities**” means facilities andequipment used for or in connection with the provision and supply of HVAC, asfrom time to time existing.

“**Indemnifier**” includes Indemnifier named inthis Lease and its respective heirs, executors, administrators, successors andassigns, as the case may be.

“**Interest**” or “**Interest Rate**” means interest at a rate equivalent to three(3%) per cent per annum in excess of the prime lending rate of a Canadian bankdesignated by Landlord where the prime lending rate of such bank means the rateof interest (now commonly known as that bank’s “prime rate”), expressed as arate per annum, charged by such bank in Toronto on commercial demand loans madeby it in Canadian dollars at such time to its most creditworthy borrowers.

“**Landlord**” includes Landlord named in thisLease and its respective heirs, executors, administrators, successors andassigns, as the case may be.

“**Lands**” means the lands described inSchedule 1 annexed hereto as supplemented or diminished from time to time byLandlord.

“**Landlord’s Improvements**” means improvementsto be constructed or installed in or to the Premises by Landlord in accordancewith Landlord’s working drawings prepared for the construction of the Building;by way of example, and without limiting the generality of the foregoing,Landlord’s Improvements include ceilings, lighting, and window covering systemsoriginally installed by Landlord and standard to the Building.  Any Landlord’s Improvements from time to timemodified by or on behalf of Tenant so as to no longer be standard to theBuilding shall be considered Leasehold Improvements.  Landlord’s Improvements shall not include anyLeasehold Improvements installed by Landlord on behalf of Tenant or a previousoccupant of the Premises.

“**Lease**” means this document as originallysigned, sealed and delivered and as amended, from time to time.

 
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“**Leasehold Improvements**” means all itemsgenerally considered to be leasehold improvements, including, withoutlimitation, all fixtures, equipment, improvements, installations, alterationsand additions from time to time made, erected or installed by or on behalf ofTenant, whether by Landlord, Tenant or any other party on behalf of Tenant orany previous occupant of the Premises, including, without limitation, anystairways for the exclusive use of Tenant, all fixed partitions, lightfixtures, plumbing fixtures, however affixed and whether or not movable, andall wall-to-wall carpeting other than carpeting laid over finished floors andaffixed so as to be readily removable without damage, and all water,electrical, gas and sewage facilities, all heating, ventilating andair-conditioning equipment and facilities exclusively serving the Premises alltelephone and other communication and information technology wiring and cablingleading from the base building facilities and distribution panel to facilitieslocated in the Premises, all cabinets, cupboards, shelving and all other itemswhich cannot be removed without damage to the Premises; but excluding TradeFixtures, furniture, unattached or free-standing partitions and equipment notin the nature of fixtures.

“**Manager**” means Landlord’s manager for theBuilding who may be changed from time to time and who is Dundee RealtyManagement Corp. at the date of signing this Lease.

“**Mortgagee**” means Landlord’s mortgagee(s)from time to time with respect to the Lands, the Building and/or this Lease,and includes a trustee for bondholders.

“**Normal Business Hours**” means the hours from8:00 a.m. to 6:00 p.m. on Monday to Friday of each week except any statutoryholiday or civic holiday in the municipality where the Building is located.

“**Operating Agreement**” means any agreement oragreements between Landlord and the owner of any lands neighbouring orcontiguous to the Lands, pursuant to which the developments and improvements onthe Lands and the developments and improvements on such neighbouring orcontiguous lands are operated on a co-ordinated basis.

“**Operating Costs**” INTENTIONALLY DELETED.

“**Operating Standards**” means the rules,procedures and requirements as amended and supplemented from time to time,(initially as set forth in Schedule 4 to this Lease) governing the manner inwhich Tenant and others doing business in the Building shall operate andconduct their businesses and utilize the Premises and the Common Areas.

“**person**” means any individual, corporation,partnership, trust, other legal entity or other business association andincludes a government or departmental subdivision or agency thereof.

“**Premises**” means and shall be deemed toinclude (except where such meaning would be clearly repugnant to the context)the space demised and all Leasehold Improvements and Alterations therein.  The space demised shall consist of the areashown on Schedule 2 and shall be bounded by the unfinished interior surfaces ofthe perimeter walls and windows, the unfinished surfaces of interior load-bearingwalls, the unfinished top of the floor slab and the unfinished bottom of thefloor slab of the floor above excluding, however, any stairs and other areaswithin said boundaries which are not included in the calculation of RentableArea and excluding pipes, wires, ducts, conduits and other elements of theBuilding systems constructed and installed by or for Landlord including,without limitation, the HVAC Facilities but including all mechanical,electrical and utility systems and equipment within the Premises for theexclusive use of the Premises.  If thePremises, in whole or in part, is on a multiple tenancy floor, for the purposesof calculation of Rentable Area, the area of the Premises shall be increased toinclude a pro rata portion of Unallocated Space on the same floor(s) as thePremises, provided that Landlord will retain exclusive control over all of theCommon Areas, including Unallocated Space.

“**Realty Taxes**” means all real estate,municipal or property taxes (including local improvement rates), levies, rates,duties, and assessments whatsoever imposed upon or in respect of any realproperty from time to time by any Authority, which may be levied or assessedagainst the Premises, the Lands and Building, or Landlord, or the owners of thePremises, Lands and Building, and any and all taxes which may, in the future,be levied on the 

 
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Premises, the Lands, theBuilding or Landlord due to its ownership thereof in lieu of realty taxes or inaddition thereto and the cost to Landlord or the owners of appealing suchlevies, rates, duties and assessments. Should the Lands and Building not be fully occupied or assessed as acommercial property for determination of Realty Taxes in any calendar year,then Landlord shall adjust the Realty Taxes to an amount that would have beendetermined if the Building and Lands were fully occupied and assessed as acommercial property.

“**Related Corporation**” means a holdingcorporation, subsidiary corporation or affiliate of Tenant, as each of thoseterms is defined in the business corporations act or similar statute of theProvince in which the Building is located.

“**Rent Commencement Date**” is as defined insection 1.13 hereof.

“**Rent, rent, Rental or rental**” means allpayments and charges payable by Tenant pursuant to this Lease, includingwithout limitation the Gross Rent and the Additional Rents.

“**Rentable Area**”, shall have the meaningprovided by the Building Owner and Managers Association (“BOMA”) in its 1996standard.

“**Rental Taxes**” means any tax or duty imposedupon Landlord or Tenant on or in respect of this Lease, the payments made byTenant hereunder or the goods and services provided by Landlord, including butnot limited to the rental of the Premises and provision of administrativeservices to Tenant or to others whether existing at the date hereof orhereinafter imposed by any Authority, including without limitation goods andservices tax, use, consumption or value added tax, business transfer tax,retail sales tax, federal sales tax, excise taxes or duties, or any tax similarto any of the foregoing.

“**Schedules**” means the schedules appended tothis Lease comprising:

Schedule1                     –                 Legal DescriptionSchedule 2                     –                 Floor PlanSchedule 3                     –                 DefinitionsSchedule 4                     –                 Operating StandardsSchedule 5                     –                 INTENTIONALLY DELETEDSchedule 6                     –                 INTENTIONALLY DELETEDSchedule 7                     –                 Indemnity Schedule 8                     –                 Determination of Rentable AreaSchedule 9                     –                 Special Provisions

“**Signs**” has the meaning provided in section7.8.

“**sublease**” means any transaction other thanan assignment whereby any right of use, occupancy or possession (whetherexclusive, non-exclusive, permanent or temporary) relating to the whole or anypart of the Premises is conferred upon anyone (whether immediately,conditionally or contingently) and includes but is not limited to any sublease,sub-sublease, concession, franchise, licence agreement or any other arrangement(such as but not limited to a management agreement) conferring any such rightof use, occupancy or possession and whether or not Tenant is a party thereto.

“**Tenant**” includes Tenant named in this Leaseand its respective heirs, executors, administrators, successors and assigns, asthe case may be.

“**Tenant Property**” means the Trade Fixtures,chattels, merchandise and personal effects within the Building.

“**Term**” means the initial term of this Leaseas set out in section 1.7 hereof, any renewal or extension term and anyoverholding period.

 
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“**Total Rentable Area of the Building**” meansthe sum of Rentable Areas for all leaseable premises on office floors (measuredin accordance with the terms hereof) and the Rentable Area of all leaseablepremises on the main floor excluding in each case storage areas located outsideof the premises.

“**Toxic Substances**” means any substance whichis listed on the List of Toxic Substances prescribed under the EnvironmentalProtection Act (Canada) (as amended from time to time, or any replacementlegislation), or is designated to be toxic or hazardous by an Authority.

“**Trade Fixtures**” means all items generallyconsidered to be trade fixtures, including, without limitation, computers, andbusiness equipment, built-in fridges, stoves, walk-in coolers, counters, bars,chairs, stools, tables, banquettes, racks, or any other equipment or fixturesused by Tenant in its business, any of which have been installed in thePremises by or on behalf of Tenant, but notwithstanding the foregoing, shallnot include any Leasehold Improvements, any part of the electrical, plumbing,mechanical, sprinkler, heating, ventilating or air-conditioning equipment orsystems, or any floor coverings, wall coverings or any part of the ceiling,whether or not installed by Tenant or Landlord.

“**Transfer**” means any assignment, sublease, changein control, or parting with possession, or any other transaction or occurrence(including an expropriation, amalgamation, receivership or seizure by executionor other legal process) which has or might have the effect of changing theidentity of Tenant or the person controlling Tenant, or, changing the identityof the person having lawful use, occupancy or possession of the whole or anypart of the Premises, whether such change is or might be immediate, deferred,conditional, exclusive, non-exclusive, permanent or temporary.

“**Unallocated Space**” means those parts of theBuilding which are the elevator lobby(s), corridors, vestibules, washrooms,janitor closets, HVAC equipment rooms, fan closets, mechanical rooms,electrical rooms and telephone and information technology rooms and any othersuch spaces within or servicing any one floor which is a multiple tenancyfloor.

“**Unavoidable Delay**” means any prevention,delay, stoppage or interruption in performance due to weather conditions,strikes, lockouts, labour disputes, lack of materials or supplies, legal orregulatory impediment, acts of God, the occurrence of enemy or hostile action,civil commotion, fire or other casualties or conditions, or due to any othercauses beyond the reasonable control of the party obligated to perform wherethe effects of such casualty or contingency are not avoidable by the exerciseof reasonable effort or foresight by such party (but does not includeinsolvency, lack of funds, or other financial casualty or contingency).

“**Useable Area**” shall have the meaningprovided by BOMA in its 1996 standard.

“**Utilities**” means water, gas, fuel,electricity, telephone, telecommunications, fibre optics and any other form ofinformation technology systems and equipment, waste disposal and otherutilities or services or any combination thereof other than HVAC.

 
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**SCHEDULE 4**

**OPERATING STANDARDS**

Tenant shall observe thefollowing Operating Standards as amended, modified or supplemented from time totime by Landlord as provided in this Lease.

1.                                       ***Appliances: ***The Tenant shall not permit in the Premises any cooking or the use ofany apparatus for the preparation of food or beverages (except for the use ofcoffee makers, kettles, microwave ovens or refrigerators or where the Landlordhas approved of the installation of cooking facilities as part of the Tenant’sLeasehold Improvements) nor the use of any electrical apparatus likely to causean overloading of electrical circuits.

2.                                       ***Obstructions***:  Thesidewalks, entries, passages, corridors, lobbies, elevators and staircase shallnot be obstructed or used by Tenant, his agents, servants, contractors,invitees or employees for any purpose other than ingress to and egress from theoffices.  Landlord reserves entirecontrol of the Common Area and all parts of the Building and the Land employedfor the common benefit of Tenants.

3.                                       ***Overloading***: Tenant, his agents, servants, contractors, invitees or employees, shallnot bring in or take out, position, construct, install or move any safe,business machine or other heavy office equipment without first obtaining theconsent in writing of Landlord.  Ingiving such consent, Landlord shall have the right in its sole discretion, toprescribe the weight permitted and the position thereof, and the use and designof planks, skids or platforms to distribute the weight thereof.  All damage done to the Building by moving orusing any such heavy equipment or other office equipment or furniture shall berepaid at the expense of Tenant. The moving of all heavy equipment or otheroffice equipment or furniture shall occur between 6:00 p.m. and 8:00 a.m. orany other time consented to by Landlord and the persons employed to move thesame in and out of the Building must be acceptable to Landlord.  Safes and other heavy office equipment willbe moved through the halls and corridors only upon steel bearing plates.  No deliveries requiring the use of anelevator for freight purposes will be received into the Building or carried inthe elevators, except during hours approved by and scheduled through Landlord.  Only elevators so designated by Landlordshall be used for deliveries of workmen and materials, furniture and otherfreight.  Tenant shall pay, as AdditionalRent, any costs incurred by Landlord in connection with the moving of Tenant’sequipment, furniture, etc.

4.                                       ***Entry***:  Allpersons entering and leaving the Building at any time other than during NormalBusiness Hours shall register in the books kept by Landlord at or near theentrance or entrances and Landlord will have the right to prevent any personfrom entering or leaving the Building unless provided with a key to thepremises to which such person seeks entrance and a pass in a form to beapproved by Landlord and provided at Tenant’s expense.  Any persons found in the Building at suchtimes without such keys or passes will be subject to the surveillance of theemployees and agents of Landlord. Landlord shall be under no responsibility for failure to enforce thisrule.

5.                                       ***Security***: Landlord may from time to time adopt appropriate systems and proceduresfor the security or safety of the Building, any persons occupying, using orentering the same, or any equipment, finishings or contents thereof, and Tenantshall comply with Landlord’s reasonable requirements relative thereto.

6.                                       ***Locks***: Landlord may from time to time install and change locking mechanisms onentrances to the Building, common areas thereof, and the Premises, and (unless24 hour security is provided by the Building) shall provide to Tenant areasonable number of keys and replacements therefor to meet the bona 

 
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fide requirements ofTenant.  In these rules “keys” includeany device serving the same purpose. Tenant shall not add to or change existing locking mechanisms on anydoor in or to the Premises without Landlord’s prior written consent.  If Tenant installs lock(s) incompatible withthe Building master locking system:

.1               Landlord, without abatement of Rent, shall berelieved of any obligation under the Lease to provide any service to theaffected areas which require access thereto,

.2               Tenant shall indemnify Landlord against anyexpense as a result of forced entry thereto which may be required in anemergency, and

.3               Tenant shall at the end of the Term and atLandlord’s request remove such locks at Tenant’s expense.

7.                                       ***Return ofKeys***:  Tenant shall promptly return to Landlord atthe end of the Term all keys for the Building and Premises which are inpossession of Tenant.

8.                                       ***Food***:  Tenantshall not install or permit the installation or use of any machine dispensinggoods for sale in the Premises or the Building or permit the delivery of anyfood or beverages to the Premises without the approval of Landlord or incontravention of any regulations made by Landlord.  Only persons authorized by Landlord shall bepermitted to deliver or to use the elevators in the Building for the purpose ofdelivering food or beverages to the Premises. Landlord acknowledges thatTenant, acting reasonably, will be permitted to have small quantities of foodand beverages delivered to the Premises provided such delivery does notinterfere with traffic flow to the Building and with Building operations.

9.                                       ***Repair,Maintenance Alterations and Improvements***:  Tenant shall carry out Tenant’srepair, maintenance, alterations and improvements in the Premises only duringtimes agreed to in advance by Landlord and in a manner which will not interferewith the rights of other tenants in the Building and in compliance with theLease.

10.                                 ***WaterFixtures***:  Tenant shall not use water fixtures for anypurpose for which they are not intended, nor shall water be wasted by tamperingwith such fixtures.  Any cost or damageresulting from such misuse by Tenant shall be paid for by Tenant.

11.                                 ***Personal Useof Premises***:  The Premises shall not be used or permittedto be used for residential, lodging or sleeping purposes or for the storage ofpersonal effects or property not required for business purposes.

12.                                 ***Animals,Bicycles***:  Tenant shall not bring any animals or birdsinto the Building and shall not permit bicycles or other vehicles inside or onthe sidewalks outside the Building except in areas designated from time to timeby Landlord for such purposes.

13.                                 ***Windows***:  Tenantshall observe Landlord’s rules with respect to maintaining window coverings atall windows in the Premises so that the Building presents a uniform exteriorappearance, and shall not install any window shades, screens, drapes, covers orother materials or signs on or at any window in the Premises without Landlord’sprior written consent.  Tenant shallensure that window coverings are closed on all windows in the Premises whilethey are exposed to the direct rays of the sun.

 
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14.                                 ***Carpet Pads***:  Inthose portions of the Premises where carpet has been provided directly orindirectly by Landlord, Tenant shall at its own expense install and maintainpads to protect the carpet under all furniture having casters other than carpetcasters.

15.                                 ***Nuisance***:  Tenantshall not perform any acts or carry on any practice which may damage theBuilding or the Common Areas or be a nuisance to any tenant in the Building.

16.                                 ***Installations***:  Tenantshall not mark, drill into, bore or cut or in any way damage or deface thewalls, ceilings, or floors of the Premises. No wires, pipes, conduits, telephonic, telegraphic, electronic wireservice, information technology equipment or other connections shall beinstalled in the Premises without the prior written approval of Landlord.

17.                                 ***Contaminants***:  Tenantshall not permit any Discharge to occur in or about the Building or thePremises and shall not use or permit any Contaminant to be brought into theBuilding or the Premises.

18.                                 ***Deliveries***:  Tenantshall ensure that deliveries of materials and supplies to the Premises are madethrough such delivery facilities, entrances, elevators and corridors and atsuch times as may from time to time be designated by Landlord, and shallpromptly pay or cause to be paid to Landlord the cost of repairing any damagein the Building caused by any person making such deliveries.

19.                                 ***Furnitureand Equipment***:  Tenant shall ensure that furniture, fixtures,furnishing and equipment being moved into or out of the Premises is movedthrough such delivery facilities, entrances, elevators and corridors and atsuch times as may from time to time be designated by Landlord, and by movers ora moving company approved by Landlord, and shall promptly pay or cause to bepaid to Landlord the cost of repairing any damage in the Building causedthereby.

20.                                 ***Solicitations***: Landlord reserves the right to restrict or prohibit canvassing,soliciting or peddling in the Building.

21.                                 ***Refuse***:  Tenantshall place all refuse in proper receptacles provided by Tenant at its expensein the Premises or in receptacles (if any) provided by Landlord for theBuilding, and shall keep sidewalks and driveways outside the Building, andlobbies, corridors, stairwells, ducts and shafts of the Building, free of allrefuse.

22.                                 ***Dangerous,Immoral or Hazardous Activities***:  Tenant shall not make any useof the Premises which involves the danger of injury to any person, nor shallthe same be used for any immoral purpose or to commit any act of waste ordamage to any part of the Premises or to use any part of the Premises so as toconstitute a hazard.

23.                                 ***ProperConduct***:  Tenant shall not conduct itself in any mannerwhich is inconsistent with the character of the Building which will impair thecomfort and convenience of other tenants in the Building.  Such prohibited conduct shall include the playingof loud music and the placing of anything in Common Areas.

24.                                 ***Employees,Agents and Invitees***:  In these Operating Standards, Tenant includesthe employees, agents; invitees and licensees of Tenant and others permitted byTenant to use or occupy the Premises.

 
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25.                                 ***Parking***: Landlord, from time to time, may prohibit Tenant, Tenant’s employees andTenant’s suppliers and others making deliveries to or receiving shipments fromthe Premises from parking anywhere within the Building.  If Landlord designates Tenant parking areasin the Building, Tenant shall park its vehicles and shall cause its employeesto park their vehicles only in such designated parking areas.  Tenant shall furnish Landlord, upon request,with the current license numbers of all vehicles owned or used by Tenant or itsemployees and Tenant thereafter shall notify Landlord of any changes in suchnumbers within 5 days after the occurrence thereof.  In the event of failure of Tenant or itsemployees to park their vehicles in such designated parking areas, Tenant shallforthwith on demand pay to Landlord, as additional rent, the sum of $30 per dayper each car so parked.  Landlordreserves the right to impose reasonable charges upon any person (including thegeneral public) for the use of any parking facilities which may from time totime form a part of the Building.

 
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**SCHEDULE 5**

**INTENTIONALLY DELETED**

 
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**SCHEDULE 6**

**INTENTIONALLY DELETED**

 
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**SCHEDULE 7**

**GUARANTEE AND INDEMNITY**

**N/A**

 
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**SCHEDULE 8**

**DETERMINATION OF RENTABLE AREA**

## ***DETERMINATION OF SQUARE FEET IN THE PREMISES***

***Office Space - Single-Tenancy Floors***:  The number of Square Feet in the Premises ona single tenancy floor in the Building (if any), whether above or below grade,shall be calculated from dimensioned Architect’s drawings to the inside face ofthe glass in the permanent exterior walls (whether or not the glass extends tothe floor) or to the inside finish of those walls which contain no glass.  It shall include all space within exteriorbuilding walls except for stairs (other than stairs exclusively serving atenant occupying offices on more than one floor), elevator shafts, flues, pipeshafts, vertical ducts, and other vertical risers which penetrate the floor andtheir enclosing walls.  No deductionshall be made for washrooms, janitor closets, air conditioning rooms, fanclosets, mechanical rooms, or for electrical or telephone rooms within andservicing only that floor or servicing a single tenant on more than one floor,or for any other rooms, corridors, or areas available to the tenant on thatfloor for its use, furnishings or personnel, or for any columns located whollyor partially within the space, or for any enclosures around the periphery ofthe Building used for the purpose of cooling, heating or ventilating.

***Office Space - Multiple-Tenancy Floors***:  The number of square feet in the Premises ona multiple tenancy floor in the Building (if any), whether above or belowgrade, shall be calculated from dimensioned Architect’s drawings to the insideface of the glass in permanent exterior walls as described above for asingle-tenancy floor or to the inside finish of permanent exterior buildingwalls which contain no glass, to the face of permanent interior walls and to thecentre line of demising partitions and shall also include a pro rata portion ofthe Unallocated Space on the same floor(s) as the Premises.  No deduction shall be made for any column,located wholly or partially within the rentable space, or for any enclosuresaround the periphery of the Building used for the purpose of cooling, heatingor ventilating.

***Retail Space***:  The number of square feet of retail space inthe Premises (if any), whether above or below grade, shall be calculated fromdimensioned Architect’s drawings to the inside face of permanent exteriorwalls, to the face of permanent interior walls, to the centre line of demisingpartitions, and to the centre line of a pre-determined lease line (usuallyreferred to as the storefront line) in the case of retail space facing ontoeither an interior public wall or corridor or onto a public street orlane.  No deduction shall be made forvestibules inside the permanent exterior building walls or inside the pre-determinedlease line, or for any columns located wholly or partially within the rentablespace.

***Certification by Architect***:  If, as the result of a certification orre-certification by the Architect of the number of Square Feet in the Premises,there is to be a proportionate adjustment of Rent and of other Tenant chargeswhich are based upon the Rentable Area of the Premises, such adjustment shallbe made and become effective on: (a) the Commencement Date if certified in thefirst year of the Term; and (b) the first day of the month following the dateof the certification or recertification by the Architect if certified orre-certified after the end of the first year of the Term.

If Tenant shall require acertification or re-certification by the Architect of the number of RentableArea of the Premises at any time prior to or during the Term, Tenant will payfor the cost of same.  Prior to any suchcertification or re-certification Tenant shall agree in writing on Landlord’sform to the exact cost thereof.

 
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**SCHEDULE 9**

**SPECIAL PROVISIONS**

**Parking& Loading Area:** During the Term and in accordance withthe Landlord’s Operating Standards in effect from time to time related toparking, have the use of:

a)              Tenant shall, havethe use of **ten (10)** reservedoutdoor parking spaces located in the parking area on the north wall of theBuilding, at no cost; and,

b)             Subject to theLandlord entering into a satisfactory parking agreement with Le Groupe Heafeyto lease parking spaces at its building located at 1040 St-Joseph Boulevard,Tenant shall, have the use of and shall pay for **Twenty - Five (25)** reserved outdoor parking spaces, in theparking area as designated by Landlord from time to time, at the parking rateof **$40.00** per month plusapplicable taxes for each parking space, such rate subject to change from timeto time with thirty 30 days notice in writing.

c)              Tenant shall havethe use of the loading dock located on the west of the Building, at no cost.

 
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