<PAGE>   1
                                                                    EXHIBIT 10.1


                                                                        STANDARD

DATED: MAY 5, 2000.

B E T W E E N:

                             THE ATRIUM ON BAY INC.

                                     - AND -

                            DALEEN CANADA CORPORATION

                                     - AND -

                            DALEEN TECHNOLOGIES INC.







                                THE ATRIUM ON BAY

                             OFFICE LEASE AGREEMENT

                                TORONTO, ONTARIO






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                           THE ATRIUM ON BAY - TORONTO

                                  OFFICE LEASE

                                TABLE OF CONTENTS

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ARTICLE I - BASIC LEASE TERMS.....................................................................................5
         SECTION 1.01 - VARIABLE DEFINED TERMS....................................................................5
         SECTION 1.02 - STANDARD DEFINITIONS  ....................................................................6

ARTICLE II - LEASED PREMISES - TERM - RENT.......................................................................12
         SECTION 2.01 - LEASED PREMISES AND TERM.................................................................12
         SECTION 2.02 - USE OF ADDITIONAL AREAS..................................................................12
         SECTION 2.03 - CONSTRUCTION OF THE LEASED PREMISES......................................................13
         SECTION 2.04 - ADJUSTMENT OF AREAS......................................................................13
         SECTION 2.05 - AGREEMENT TO PAY.........................................................................13
         SECTION 2.06 - BASIC RENT...............................................................................13
         SECTION 2.07 - LATE PAYMENT CHARGE......................................................................13
         SECTION 2.08 - NET LEASE................................................................................14
         SECTION 2.09 - ACKNOWLEDGEMENT OF COMMENCEMENT DATE  ...................................................14

ARTICLE III - TAXES AND OFFICE SECTION OPERATING COSTS...........................................................14
         SECTION 3.01 - TAXES PAYABLE BY LANDLORD................................................................14
         SECTION 3.02 - TENANT'S SHARE OF TAXES..................................................................14
         SECTION 3.03 - TENANT'S PROPORTIONATE SHARE OF OFFICE SECTION OPERATING COSTS...........................14
         SECTION 3.04 - TENANT'S TAXES...........................................................................14
         SECTION 3.05 - TENANT'S RESPONSIBILITY..................................................................15
         SECTION 3.06 - PAYMENT OF ESTIMATED TAXES AND OFFICE SECTION OPERATING COSTS............................15

ARTICLE IV - COMPLEX - CONTROL AND SERVICES......................................................................16
         SECTION 4.01 - CONTROL OF THE COMPLEX BY THE LANDLORD...................................................16
         SECTION 4.02 - LANDLORD'S SERVICES......................................................................16
         SECTION 4.03 - SUBSTITUTION.............................................................................17

ARTICLE V - UTILITIES AND ADDITIONAL SERVICES....................................................................17
         SECTION 5.01 - CHARGES FOR UTILITIES....................................................................17
         SECTION 5.02 - ADDITIONAL SERVICES OF THE LANDLORD......................................................17
         SECTION 5.03 - THIRD PARTY SERVICES.....................................................................17

ARTICLE VI - USE OF LEASED PREMISES..............................................................................17
         SECTION 6.01 - USE OF THE LEASED PREMISES...............................................................17
         SECTION 6.02 - OBSERVANCE OF LAW........................................................................18
         SECTION 6.03 - ENERGY CONSERVATION......................................................................18
         SECTION 6.04 - TENANT'S INDEMNITY re HAZARDOUS MATERIALS................................................18

ARTICLE VII - INSURANCE AND INDEMNITY............................................................................19
         SECTION 7.01 - TENANT'S INSURANCE.......................................................................19
         SECTION 7.02 - INCREASE IN INSURANCE PREMIUMS...........................................................20
         SECTION 7.03 - CANCELLATION OF INSURANCE................................................................20
         SECTION 7.04 - LOSS OR DAMAGE...........................................................................20
         SECTION 7.05 - LANDLORD'S INSURANCE.....................................................................21
         SECTION 7.06 - INDEMNIFICATION OF THE LANDLORD..........................................................21
         SECTION 7.07 - LIMITATIONS OF LIABILITY.................................................................21

ARTICLE VIII - MAINTENANCE, REPAIRS AND ALTERATIONS..............................................................21
         SECTION 8.01 - MAINTENANCE AND REPAIRS BY THE TENANT....................................................21
         SECTION 8.02 - LANDLORD'S APPROVAL OF THE TENANT'S REPAIRS..............................................22
         SECTION 8.03 - MAINTENANCE AND REPAIRS BY THE LANDLORD  ................................................23
         SECTION 8.04 - SURRENDER OF THE LEASED PREMISES.........................................................23
         SECTION 8.05 - REPAIR WHERE THE TENANT IS AT FAULT......................................................23
         SECTION 8.06 - TENANT NOT TO OVERLOAD FACILITIES........................................................23
         SECTION 8.07 - TENANT NOT TO OVERLOAD FLOORS............................................................24
         SECTION 8.08 - REMOVAL AND RESTORATION BY TENANT........................................................24
         SECTION 8.09 - NOTICE BY THE TENANT  ...................................................................24

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         SECTION 8.10 - TENANT TO DISCHARGE ALL LIENS............................................................24
         SECTION 8.11 - SIGNS AND ADVERTISING....................................................................24

ARTICLE IX - DAMAGE AND DESTRUCTION..............................................................................25
         SECTION 9.01 - DESTRUCTION OF THE LEASED PREMISES.......................................................25
         SECTION 9.02 - DESTRUCTION OF THE COMPLEX...............................................................26

ARTICLE X - TRANSFER AND SALE....................................................................................26
         SECTION 10.01 - ASSIGNING AND SUBLETTING................................................................26
         SECTION 10.02 - LANDLORD'S RIGHT TO TERMINATE...........................................................27
         SECTION 10.03 - CONDITIONS OF TRANSFER..................................................................27
         SECTION 10.04 - NO ADVERTISING OF THE LEASED PREMISES...................................................29
         SECTION 10.05 - CORPORATE OWNERSHIP.....................................................................29
         SECTION 10.06 - ASSIGNMENT BY THE LANDLORD..............................................................29

ARTICLE XI - ACCESS AND ALTERATIONS..............................................................................29
         SECTION 11.01 - RIGHT OF ENTRY..........................................................................29
         SECTION 11.02 - RIGHT TO SHOW LEASED PREMISES  .........................................................29
         SECTION 11.03 - ENTRY NOT FORFEITURE  ..................................................................29
         SECTION 11.04 - LANDLORD'S COVENANT FOR QUIET ENJOYMENT ................................................30
         SECTION 11.05 - TENANT ACCESS ..........................................................................30

ARTICLE XII - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION.....................................................30
         SECTION 12.01 - STATUS STATEMENT........................................................................30
         SECTION 12.02 - GROUND LESSOR, SUBORDINATION o o o ,  ATTORNMENT AND NON-DISTURBANCE....................30
         SECTION 12.03 - ATTORNEY................................................................................30
         SECTION 12.04 - FINANCIAL INFORMATION...................................................................31
         SECTION 12.05 - ACKNOWLEDGEMENT OF TITLE................................................................31

ARTICLE XIII - DEFAULT...........................................................................................31
         SECTION 13.01 - RIGHT TO RE-ENTER ......................................................................31
         SECTION 13.02 - RIGHT TO RE-LET.........................................................................32
         SECTION 13.03 - TERMINATION.............................................................................32
         SECTION 13.04 - ACCELERATED RENT........................................................................32
         SECTION 13.05 - EXPENSES................................................................................32
         SECTION 13.06 - WAIVER OF EXEMPTION FROM DISTRESS.......................................................33
         SECTION 13.07 - LANDLORD MAY CURE TENANT'S DEFAULT OR PERFORM TENANT'S COVENANTS .......................33
         SECTION 13.08 - ADDITIONAL RENT.........................................................................33
         SECTION 13.09 - REMEDIES GENERALLY......................................................................33
         SECTION 13.10 - HOLDING OVER............................................................................33
         SECTION 13.11 - NO WAIVER...............................................................................33

ARTICLE XIV - MISCELLANEOUS......................................................................................33
         SECTION 14.01 - RULES AND REGULATIONS ..................................................................34
         SECTION 14.02 - SECURITY DEPOSIT .......................................................................34
         SECTION 14.03 - PEST CONTROL ...........................................................................34
         SECTION 14.04 - OBLIGATIONS AS COVENANTS ...............................................................34
         SECTION 14.05 - AMENDMENTS AND SUPPLEMENTARY LEASE PROVISIONS ..........................................34
         SECTION 14.06 - CERTIFICATES ...........................................................................34
         SECTION 14.07 - TIME ...................................................................................35
         SECTION 14.08 - SUCCESSORS AND ASSIGNS .................................................................35
         SECTION 14.09 - GOVERNING LAW ..........................................................................35
         SECTION 14.10 - HEADINGS................................................................................35
         SECTION 14.11 - ENTIRE AGREEMENT .......................................................................35
         SECTION 14.12 - SEVERABILITY ...........................................................................35
         SECTION 14.13 - NO OPTION ..............................................................................35
         SECTION 14.14 - OCCUPANCY PERMIT .......................................................................35
         SECTION 14.15 - PLACE FOR PAYMENTS .....................................................................36
         SECTION 14.16 - EXTENDED MEANINGS ......................................................................36
         SECTION 14.17 - NO PARTNERSHIP OR AGENCY ...............................................................36
         SECTION 14.18 - UNAVOIDABLE DELAY ......................................................................36
         SECTION 14.19 - REGISTRATION ...........................................................................36
         SECTION 14.20 - JOINT AND SEVERAL LIABILITY ............................................................37
         SECTION 14.21 - NAME OF COMPLEX ........................................................................37
         SECTION 14.22 - CHANGES IN THE COMPLEX .................................................................37
         SECTION 14.23 - NOTICES ................................................................................37

ARTICLE XV - INDEMNITY AGREEMENT.................................................................................37


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         SECTION 15.01 - INDEMNITY ..............................................................................37
         SECTION 15.02 - FURTHER ASSURANCES  ....................................................................39
         SECTION 15.03 - LANDLORD'S REPRESENTATION AND WARRANTIES  ..............................................39

SCHEDULE "A" - LEGAL DESCRIPTION ................................................................................41

SCHEDULE "B-1" - FLOOR PLAN......................................................................................42

SCHEDULE "B-2" - FLOOR PLAN......................................................................................43

SCHEDULE "C" - RULES AND REGULATIONS ............................................................................44

SCHEDULE "D" - STANDARD METHOD OF FLOOR MEASUREMENT..............................................................47

SCHEDULE "E" - ACKNOWLEDGEMENT OF COMMENCEMENT DATE..............................................................49

SCHEDULE "F" - SUPPLEMENTARY LEASE PROVISIONS....................................................................50

SCHEDULE "G-1" - FLOOR PLAN......................................................................................54

SCHEDULE "G-2" - FLOOR PLAN......................................................................................55

SCHEDULE "I" - LANDLORD'S WORK...................................................................................55

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<PAGE>   5

                    THE ATRIUM ON BAY, TORONTO - OFFICE LEASE

                          ARTICLE I - BASIC LEASE TERMS

SECTION 1.01 - VARIABLE DEFINED TERMS

                  In this Lease the following terms will have the following
meanings:

         (1)      "LEASE" means this lease dated the 5TH DAY OF MAY, 2000, and
                  includes all schedules annexed hereto, as from time to time
                  amended in writing.

         (2)      "LANDLORD" - THE ATRIUM ON BAY INC. and its successors
                  and assigns.

         (3)      "LANDLORD'S ADDRESS" - Suite 231, 20 Dundas Street West,
                  Toronto, Ontario, M5G 2C2 or such other address as is
                  designated by the Landlord.

         (4)      "TENANT" - DALEEN CANADA CORPORATION and its successors and
                  permitted assigns.

         (5)      "TENANT'S ADDRESS" - Prior to the Commencement Date, 55 YORK
                  STREET, SUITE 1600, TORONTO, ONTARIO, M5J 1R7, ATTENTION: MR.
                  FRANK DICKINSON or such other address as is designated by the
                  Tenant within the City of Toronto. From and after the
                  Commencement Date, the Leased Premises.

         (6)      "INDEMNIFIER" - DALEEN TECHNOLOGIES INC.

         (7)      "INDEMNIFIER'S ADDRESS" - DALEEN TECHNOLOGIES INC., 1750 CLINT
                  MOORE ROAD, BOCA RATON, FLORIDA, USA, 33487, ATTENTION: LEGAL
                  DEPARTMENT or such other address as is designated IN WRITING
                  by the INDEMNIFIER.

         (8)      "LEASED PREMISES" - Those premises leased to the Tenant
                  pursuant to Section 2.01 hereof, shown cross-hatched on
                  SCHEDULE "B-1" AND SHOWN DIAGONALLY HATCHED ON SCHEDULE "B-2"
                  HERETO, BEING PART OF THE THIRD (3RD) FLOOR AND PART OF THE
                  FOURTH (4TH) FLOOR IN THE BUILDING KNOWN AS SUITES 310 AND
                  410.

         (9)      "RENTABLE AREA OF LEASED PREMISES" - The Rentable Area of the
                  Leased Premises being approximately 42,569 square feet of area
                  determined in accordance with Schedule "D" HEREOF WHICH SHALL
                  BE CERTIFIED BY THE LANDLORD'S ARCHITECT AND SHALL BE subject
                  to adjustment in accordance with Section 2.04 hereof. THE
                  RENTABLE AREA OF THE LEASED PREMISES SHALL NOT BE GREATER THAN
                  113% OF THE USEABLE AREA OF THE LEASED PREMISES.

         (10)     "BASIC RENT" - EIGHTEEN DOLLARS AND SEVENTY-FIVE CENTS
                  ($18.75) per square foot of Rentable Area of the Leased
                  Premises per annum payable pursuant to Section 2.06 hereof:

         (11)     "COMMENCEMENT DATE" - AUGUST 1, 2000.

         (12)     "TERM" - SEVEN (7) YEARS and any extension or renewal if
                  exercised pursuant to the provisions of this Lease.

         (13)     "FIXTURING PERIOD" means the period commencing on the day THE
                  TENANT EXECUTES AND DELIVERS A COPY OF THIS LEASE TO THE
                  LANDLORD AND ENDING ON JULY 31, 2000.

         (14)     "BUILDING" means the building presently designated by the
                  Landlord as 40 DUNDAS STREET WEST, TORONTO, ONTARIO AND 595
                  BAY STREET, TORONTO, ONTARIO, AS APPLICABLE, in which the
                  Leased Premises are situated.

         (15)     "AGREEMENT TO LEASE" means the written agreement to lease
                  between the Landlord and the Tenant with respect to the Leased
                  Premises dated the 12TH day of APRIL, 2000,AS AMENDED BY A
                  LETTER AGREEMENT BETWEEN THE LANDLORD AND TENANT DATED MAY 3,
                  2000.

         (16)     "SECURITY DEPOSIT" means the sum of TWO HUNDRED AND
                  TWENTY-EIGHT THOUSAND, NINE HUNDRED AND EIGHTY-FIVE DOLLARS
                  ($228,985.00), BEING EQUAL TO APPROXIMATELY TWO MONTH'S GROSS
                  RENT in respect of the Leased Premises and which amount is to
                  be applied in accordance with Section 14.02, and which amount
                  shall be increased so as to continue to equal two months'
                  gross rent if the Tenant exercises any option or right to
                  lease additional space.

         (17)     "TYPE OF BUSINESS OF THE TENANT:" means FOR GENERAL OFFICE
                  PURPOSES WHICH MAY INCLUDE DEVELOPMENT, PROMOTION, MARKETING
                  AND THE SALE OF COMPUTER SOFTWARE (NOT AT RETAIL) o o o .




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SECTION 1.02 - STANDARD DEFINITIONS

         (1)      "ADDITIONAL RENT" means all sums of money, other than Basic
                  Rent, which are required to be paid by the Tenant pursuant to
                  any provision of this Lease.

         (2)      "ADDITIONAL SERVICE" means any service which is requested or
                  required by or for a tenant (including the Tenant) in addition
                  to those supplied by the Landlord as part of the normal
                  services provided in the Complex, and which the Landlord is
                  prepared or elects to supply at an additional cost to the
                  Tenant and includes, without limitation, janitor and cleaning
                  services in addition to those normally supplied, the provision
                  of labour and supervision in connection with deliveries, the
                  making of any repairs or alterations on behalf of a tenant,
                  supervision in connection with the moving of any furniture or
                  equipment of any tenant, the supervision of the making of any
                  repairs or alterations by any tenant and the cost of replacing
                  electric light fixtures, ballasts, tubes, starters, lamps and
                  light bulbs not located within Common Facilities.

         (3)      "ADDITIONAL SERVICE COST" means the additional cost payable by
                  the Tenant to the Landlord for any Additional Service in
                  accordance with Section 5.02 hereof.

         (4)      "ARCHITECT" means the architect, professional engineer or
                  surveyor named by the Landlord from time to time WHO SHALL BE
                  QUALIFIED AND LICENSED AND WHO SHALL CARRY OUT HIS OR HER
                  RESPONSIBILITIES IN ACCORDANCE WITH THE STANDARDS OF SUCH
                  PROFESSION, AND WITHOUT REGARD TO THE INTERESTS OF THE
                  LANDLORD OR THE TENANT.

         (5)      "BANK RATE" means the interest rate per annum as announced by
                  the chartered bank of the Landlord at the principal office of
                  such bank in Toronto and reported by it to the Bank of Canada
                  as its prime rate.

         (6)      "BUSINESS HOURS" means the period from 7:00 a.m. to 6:00 p.m.
                  on Mondays to Fridays inclusive (excepting holidays as defined
                  in the INTERPRETATION ACT (Ontario)) or such other hours as
                  may be designated from time to time by the Landlord.

         (7)      "CAPITAL TAX IN RESPECT OF THE COMPLEX" means the aggregate
                  of:

                  (a)      an amount of the tax or excise imposed by the
                           Province of Ontario upon the Landlord or the owners
                           of the Complex which is measured by or based in whole
                           or in part upon the capital, surplus, reserves or
                           indebtedness of such Landlord or owners, and which is
                           at present based upon the application of the
                           prescribed rate to the amount of such Landlord's or
                           owner's "taxable paid-up capital" as defined in the
                           CORPORATIONS TAX ACT (Ontario) the amount of the tax
                           or excise for the purposes hereof shall be calculated
                           in any year as if the Complex was the only
                           establishment in the Province of Ontario owned by
                           such Landlord or owners in the year and such Landlord
                           or owners had no establishment other than in the
                           Province of Ontario; and

                  (b)      an amount of the tax or excise imposed by the
                           Government of Canada upon the Landlord or the owners
                           of the Complex which is measured by or based in whole
                           or in part upon the capital, surplus, reserves or
                           indebtedness of the Landlord or the owners, and which
                           tax is at present based upon the application of the
                           prescribed rate to the amount by which the "taxable
                           capital employed in Canada" by such Landlord or
                           owners as defined in the INCOME TAX ACT (Canada)
                           exceeds its or their "capital deduction" as defined
                           in such Act for the year; the amount of the tax or
                           excise for the purposes hereof shall be calculated in
                           any year as if the Complex was the only asset owned
                           by such Landlord or owners in the year and the
                           capital deduction of such Landlord or owners for the
                           year was nil.

         (8)      "COMMON FACILITIES" means those areas and facilities of or for
                  the Complex which serve or benefit the Complex including,
                  without limitation, roadways, landscaped areas, arcades,
                  sidewalks, public entrance doors, halls, public lobbies,
                  lavatories, stairways, passageways, elevators, escalators,
                  service ramps and common loading and receiving facilities and
                  Common Use Equipment, and which are designated from time to
                  time by the Landlord for the common use or enjoyment of the
                  tenants in the Complex and users of adjacent properties, and
                  their agents, invitees, servants, employees and licensees, or
                  for use by the public, but excluding the Parking Garage,
                  premises that are rented or designated or intended by the
                  Landlord to be rented on a permanent basis in the Complex and
                  other portions of the Complex which are from time to time
                  designated by the Landlord for private use by one or a limited
                  group of tenants.

         (9)      "COMMON USE EQUIPMENT" means all mechanical, plumbing,
                  electrical and heating, ventilating, and air-conditioning
                  equipment, security, communication equipment, pipes, ducts,
                  wiring, machinery and equipment and other integral services,
                  utility connections and the like providing services to the
                  Complex, including such services to and within rentable
                  premises (it being understood that any changes to such
                  services made by or on behalf of the Tenant shall be
                  considered to be Leasehold Improvements).




                                  Page 6 of 57
<PAGE>   7
         (10)     "COMPLEX" means the Lands and the buildings and other
                  improvements located thereon and includes all subcourts,
                  structures and improvements from time to time thereunder
                  associated therewith including the Building, all as from time
                  to time designated by the Landlord and presently known as
                  "Atrium on Bay".

         (11)     "HVAC COSTS" means the cost of heating, ventilating and
                  cooling the whole or a specified part of the Office Section
                  during Business Hours and includes, without limitation, cost
                  of fuel, electricity, operation of air distribution and
                  cooling equipment, labour, materials, non-capital repairs,
                  maintenance, service and other such costs, and depreciation
                  (computed in accordance with generally accepted accounting
                  principles, together with interest on the undepreciated
                  portion of such costs at an annual rate of interest that is
                  one percentage (1%) point above the Bank Rate in effect from
                  time to time) of fixtures and equipment used therefor which,
                  by their nature, require periodic replacement or substantial
                  replacement, reasonably attributable to the heating,
                  ventilating and cooling of the specified part.

         (12)     "INSURANCE COST" means, for any fiscal period, the total cost
                  to the Landlord calculated in accordance with generally
                  accepted accounting principles, for insuring the Complex
                  pursuant to the terms of this Lease.

         (13)     "INSURED DAMAGE" means that part of any damage occurring to
                  the Complex, including the Leased Premises, of which the cost
                  of repair (except as to any deductible amount provided for in
                  the applicable policy or policies of insurance) is actually
                  recovered by the Landlord under a policy or policies of
                  insurance from time to time effected by the Landlord pursuant
                  hereto.

         (14)     "JANITORIAL COSTS" means the Landlord's cost of providing
                  normal janitorial services to the whole or a specified part of
                  the Office Section.

         (15)     "LANDS" means the lands described in Schedule "A" attached
                  hereto and includes those lands bounded on the north by Edward
                  Street, on the west by Bay Street, on the south by Dundas
                  Street and on the east by Yonge Street and includes other
                  lands designated by the Landlord as part of the Complex in
                  which the Landlord from time to time has an interest
                  (including rights in and under adjacent public streets) and
                  passageways or tunnels leading to underground public
                  transportation facilities and, in each case, whether
                  contiguous or separated by public streets, all as from time to
                  time designated by the Landlord.

         (16)     "LEASEHOLD IMPROVEMENTS" means all items generally considered
                  as leasehold improvements, including, without limitation, all
                  fixtures, equipment, wiring and related equipment,
                  improvements, installations, alterations and additions from
                  time to time made, erected or installed by or on behalf of the
                  Tenant, or any previous occupant of the Leased Premises in the
                  Leased Premises, and by or on behalf of other tenants in other
                  premises in the Complex including any stairways for the
                  exclusive use of the Tenant, all partitions, however affixed
                  and whether or not movable, and all wall-to-wall carpeting
                  other than carpeting laid over finished floors and affixed so
                  as to be readily removable without damage; but excluding trade
                  fixtures, unattached furniture or free-standing partitions and
                  equipment not of the nature of fixtures.

         (17)     "MORTGAGE" means any instrument, mortgage, deed of trust,
                  document or security interest (resulting from any method of
                  financing or refinancing) or blanket mortgage pledge or other
                  charge (affecting the Complex in whole or in part, alone or in
                  conjunction with any other property) now or hereafter secured
                  upon the Complex or any part thereof, and includes all
                  renewals, modifications, consolidations, replacements and
                  extensions thereof.

         (18)     "MORTGAGEE" means the mortgagee, or other creditor or trustee
                  for bondholders or beneficiaries, or others named in any
                  Mortgage.

         (19)     "NOTICE" means any notice, statement, consent, approval,
                  demand, invoice or request herein required or permitted to be
                  given by any party to another pursuant to this Lease.

         (20)     "OFFICE SECTION" means those portions of the Complex
                  designated by the Landlord for office purposes and which are
                  leased or intended to be leased for office purposes (and which
                  includes the Leased Premises), consisting of three (3)
                  multi-storey office towers conjoined and constructed over a
                  retail podium at grade and concourse level, including the
                  entrances and entrance lobbies on court level, lobbies,
                  corridors, elevators and other areas and Common Facilities, in
                  each case within, serving or benefiting the Office Section, as
                  the same may from time to time be altered, expanded or
                  reconstructed, together with any other buildings or portions
                  thereof which are intended to be leased for office purposes
                  and which, by notice, are designated by the Landlord as part
                  of the Office Section from time to time.

         (21)     "OFFICE SECTION OPERATING COSTS" means that portion allocated
                  by the Landlord (WHICH ALLOCATION THE LANDLORD AGREES TO DO ON
                  A FAIR AND EQUITABLE BASIS) to the Office Section of the total
                  of all expenses, costs, fees, rentals, disbursements and
                  outlays of every kind paid, payable or ACTUALLY incurred by or
                  on behalf of the Landlord in respect of the Complex, or
                  allocated by the Landlord to




                                  Page 7 of 57
<PAGE>   8

                  the Office Section on an accrual basis (or on a cash basis to
                  the extent the Landlord considers appropriate), but without
                  duplication, in the complete maintenance, repair, operation,
                  supervision, replacement, administration and management of the
                  Office Section, and a reasonable amount, as determined by the
                  Landlord from time to time, for all OCCUPANCY RELATED expenses
                  incurred by or on behalf of tenants in the Office Section with
                  whom the Landlord may from time to time have agreements
                  whereby, in respect of their premises, those tenants perform
                  or provide any cleaning, maintenance or other work, utilities
                  or services usually performed or provided by the Landlord
                  which, if directly incurred by the Landlord, would have been
                  included in Office Section Operating Costs. THE LANDLORD
                  ACKNOWLEDGES AND AGREES TO USE COMMERCIALLY REASONABLE EFFORTS
                  TO CONTROL OFFICE SECTION OPERATING COSTS AND THAT THE
                  LANDLORD SHALL NOT RECOVER MORE THAN 100% OF THE OFFICE
                  SECTION OPERATING COSTS ACTUALLY INCURRED BY THE LANDLORD.
                  Without limiting the generality of the foregoing, Office
                  Section Operating Costs shall include:

                  (A)      (i)      the Insurance Cost, HVAC Costs and
                                    Janitorial Costs;

                           (ii)     the cost of providing security, supervision,
                                    traffic control, landscaping, exterior
                                    window cleaning, garbage collection and
                                    removal and snow removal services;

                           (iii)    the cost of operating, providing,
                                    inspecting, maintaining, servicing,
                                    repairing and replacing the heating,
                                    ventilating, cooling, electrical, water and
                                    music systems, in each case in respect of
                                    the Common Facilities but excluding the
                                    original capital cost of same;

                           (iv)     the cost of hot and cold water, electric
                                    light and power, telephone, steam, gas,
                                    cable TV, communications, sewage disposal
                                    and other utilities and services to the
                                    Common Facilities;

                           (v)      the cost of maintaining and replacing signs
                                    and directory boards;

                           (vi)     accounting costs incurred in connection with
                                    the maintenance, repair, replacement,
                                    operation, administration or management of
                                    the Complex, including computations required
                                    for the imposition of charges to tenants,
                                    the cost of preparing statements and
                                    opinions for tenants and banking fees and
                                    expenses and audit fees;

                           (vii)    the cost of performing the Landlord's
                                    obligations under Section 8.03;

                           (viii)   the fair rental value (having regard to the
                                    rentals prevailing from time to time for
                                    similar space) of space in the Complex used
                                    by the Landlord, acting reasonably, in
                                    connection with the maintenance, repair,
                                    replacement, operation, administration or
                                    management of the Complex, together with the
                                    Office Section Operating Costs and Taxes in
                                    respect of such space;

                           (ix)     any cost or expense of a capital nature
                                    which is less than Ten Thousand Dollars
                                    ($10,000.00);

                           (x)      all costs and expenses (including legal and
                                    other professional fees and interest and
                                    penalties on deferred payments TO THE EXTENT
                                    THAT NON-PAYMENT IS NECESSARY IN ORDER TO
                                    PRESERVE APPEAL OR OTHER CONTESTATION
                                    RIGHTS) incurred by the Landlord in
                                    contesting, resisting or appealing any
                                    Taxes;

                           (xi)     A REASONABLE administration and supervisory
                                    fee, which fee shall be comparable to fees
                                    charged by management companies for managing
                                    and administering developments similar to
                                    the Office Section;

                           (xii)    the amount of all salaries, wages and fringe
                                    benefits paid to or for personnel, managers,
                                    and superintendents INVOLVED DIRECTLY WITH
                                    THE COMPLEX, wherever located, to the extent
                                    that they are employed or retained by or on
                                    behalf of the Landlord in connection with
                                    the maintenance, repair, replacement,
                                    operation, administration or management of
                                    the Complex, and amounts paid to independent
                                    contractors for any services in connection
                                    with the maintenance, repair, replacement,
                                    operation, administration or management of
                                    the Complex or any part of it;

                           (xiii)   fees and expenses of architects, engineers,
                                    quantity surveyors and other consultants
                                    retained by the Landlord;

                           (xiv)    the costs of uniforms for personnel, and of
                                    supplies, tools, equipment and materials
                                    used in connection with the maintenance,
                                    repair, replacement, operation,
                                    administration, management or caretaking of
                                    the Complex;




                                  Page 8 of 57
<PAGE>   9
                           (xv)     amortization (or depreciation) of the costs
                                    incurred to make alterations, replacements
                                    or additions to the Complex intended to
                                    reduce the cost of other items included in
                                    Office Section Operating Costs, improve the
                                    operation of the Complex or maintain its
                                    operation as a first-class commercial and
                                    office complex; costs being amortized (or
                                    depreciated) will include, without
                                    limitation, costs incurred in respect of
                                    alterations, replacements or additions to
                                    the roof, elevators, escalators and other
                                    machinery, equipment, facilities,
                                    decorating, flooring, systems, and property
                                    installed in or used in connection with the
                                    Complex (except to the extent that the costs
                                    are charged fully to income account in the
                                    accounting period in which they are
                                    incurred) and interest on the unamortized
                                    (or undepreciated) portion of the original
                                    cost of such items being amortized (or
                                    depreciated), payable monthly, from or after
                                    the date on which the relevant cost was
                                    incurred at an annual rate of interest that
                                    is one percentage (l%) point above the Bank
                                    Rate in effect from time to time; the
                                    amortization costs and interest charged
                                    under this clause shall be calculated by the
                                    Landlord, acting reasonably, in accordance
                                    with sound and generally accepted accounting
                                    principles BEING CALCULATED FOR A PERIOD
                                    OVER THE USEFUL LIFE OF THE IMPROVEMENT TO
                                    WHICH SUCH COST RELATES, but no amortization
                                    (or depreciation) or interest will be
                                    charged in respect of any such items
                                    installed in conjunction with the original
                                    construction of the Complex;

                           (xvi)    goods and services taxes, business transfer
                                    taxes, value-added taxes, multi-stage sales
                                    taxes, sales, use or consumption taxes and
                                    any like taxes on property or services
                                    provided by or on behalf of the Landlord
                                    except to the extent recoverable by the
                                    Landlord;

                           (xvii)   Capital Tax in respect of the Complex and
                                    any business or similar taxes or licence
                                    fees in respect of the business of the
                                    Landlord which pertains to the management,
                                    operation and maintenance of the Complex;

                           (xviii)  the reasonable day-to-day costs of enforcing
                                    and collecting payment of charges to tenants
                                    and other occupants including, but not
                                    limited to, such actions as initial and
                                    reasonable follow-up telephone calls and
                                    correspondence to advise of and collect late
                                    rents arising from oversight, casual error,
                                    late mail service and the like, but in no
                                    event including the costs of enforcement
                                    procedures against specific defaulting
                                    tenants such as legal, bailiff, locksmithing
                                    and other similar fees and charges; and

                           (xix)    all other direct and indirect costs and
                                    expenses of every kind, to the extent
                                    incurred in or allocable to the maintenance,
                                    repair, replacement, operation, supervision,
                                    administration or management of all or any
                                    part of the Complex, or any of its
                                    appurtenances including expenses incurred or
                                    contributions made by the Landlord in
                                    respect of off-site facilities which are
                                    utilized by or benefit the Complex or for
                                    which the Landlord is required to
                                    contribute;

                  (B)      except to the extent otherwise SPECIFICALLY provided
                           in Part (A) of this definition, Office Section
                           Operating Costs shall exclude or shall have deducted
                           therefrom:

                           (i)      Taxes;

                           (ii)     debt service in respect of, AND ALL OTHER
                                    COSTS INCURRED IN CONNECTION WITH, financing
                                    secured by or related to the Complex and
                                    interest on debt save for interest payable
                                    if as and when costs and expenses in respect
                                    of Office Section Operating Costs and Taxes
                                    and goods and services taxes temporarily
                                    exceed recoveries from time to time in
                                    respect thereof;

                           (iii)    depreciation of the initial construction
                                    cost of the Office Section and any cost or
                                    expense of a capital nature which is in
                                    excess of Ten Thousand Dollars ($10,000.00)
                                    (other than depreciation and amortization
                                    charges in Part A (i) and (xv)
                                    respectively);

                           (iv)     the cost of replacing electric fixtures,
                                    ballasts, tubes, starters, lamps and light
                                    bulbs in each case not located within Common
                                    Facilities;

                           (v)      an amount equal to the net proceeds of
                                    insurance actually recovered by the Landlord
                                    for damage to the Complex to the extent that
                                    the cost to repair such damage is included
                                    in Office Section Operating Costs;

                           (vi)     an amount equal to recoveries by the
                                    Landlord in respect of warranties or
                                    guarantees relating to repairs or
                                    alterations to the Complex or any part of
                                    it, to the extent that the repair or
                                    alteration costs in respect of the work
                                    covered by warranty or guarantee is included
                                    in Office Section Operating Costs;




                                  Page 9 of 57
<PAGE>   10
                           (vii)    all Additional Service Costs chargeable to
                                    specific tenants of the Complex for
                                    Additional Service to the extent that those
                                    amounts are included in Office Section
                                    Operating Costs, including any
                                    administrative or overhead charges;

                           (viii)   an amount equal to the contribution actually
                                    received from owners or occupants of
                                    adjacent buildings who are, by agreement,
                                    entitled to use any facilities of and for
                                    the Complex;

                           (ix)     all amounts which are attributable by the
                                    Landlord, ACTING REASONABLY, to portions of
                                    the Complex other than the Office Section
                                    including, without limitation, the Parking
                                    Garage; and

                           (x)      an amount equal to the costs incurred by the
                                    Landlord with respect to:

                                    (1)     structural repairs and/or
                                            replacements to the footings,
                                            foundations, structural columns and
                                            beams, structural subfloors and
                                            bearing walls of the Building;

                                    (2)     ADDITIONS TO THE COMPLEX;

                                    (3)     CAPITAL COSTS ASSOCIATED WITH
                                            EQUIPMENT FOR THE COMPLEX; AND

                                    (4)     THE COST OF RECTIFYING DEFECTS BY
                                            REPAIR OR REPLACEMENT RESULTING FROM
                                            INFERIOR OR DEFICIENT WORKMANSHIP,
                                            MATERIALS OR EQUIPMENT IN THE
                                            INITIAL CONSTRUCTION OF THE COMPLEX.

                           (XI)     LEASING COMMISSIONS OR FEES, LEGAL FEES,
                                    ADVERTISING COSTS, DISBURSEMENTS AND OTHER
                                    EXPENSES INCURRED IN CONNECTION WITH
                                    PROCURING OTHER TENANTS FOR OTHER PREMISES
                                    IN THE COMPLEX AND PREPARING AND NEGOTIATING
                                    LEASES THEREFOR;

                           (XII)    COSTS OF PREPARING, IMPROVING OR ALTERING
                                    ANY SPACE FOR OTHER PREMISES IN THE COMPLEX
                                    IN PREPARATION FOR OCCUPANCY BY ANY NEW OR
                                    RENEWAL TENANT OR OTHER OCCUPANT, INCLUDING
                                    PERMITS, LICENCES AND INSPECTION FEES;

                           (XIII)   COSTS INCURRED DUE TO VIOLATION BY LANDLORD
                                    OR ANOTHER TENANT OF ANY LEASE OR AGREEMENT
                                    RELATING TO ANY PART OF THE COMPLEX;

                           (XIV)    ANY COSTS, FINES OR PENALTIES BECAUSE THE
                                    LANDLORD VIOLATED ANY GOVERNMENTAL RULE OR
                                    AUTHORITY OR REQUIREMENT, OR MADE ANY LATE
                                    PAYMENT OF ANY COMPONENT OF ADDITIONAL RENT,
                                    UNLESS THE LANDLORD IS DISPUTING SAME IN
                                    GOOD FAITH.

                           (XV)     RENTS OR OTHER AMOUNTS PAYABLE BY THE
                                    LANDLORD PURSUANT TO ANY GROUND LEASES WITH
                                    RESPECT TO ALL OR ANY PART OF THE LANDS;

                           (XVI)    COSTS INCURRED TO TEST, SURVEY, ABATE,
                                    REMOVE OR OTHERWISE REMEDY HAZARDOUS
                                    MATERIALS ON OR ABOUT THE COMPLEX WHICH
                                    EXISTED PRIOR TO THE DATE OF THIS LEASE;

                           (XVII)   COSTS FOR SCULPTURE, PAINTINGS AND OTHER
                                    OBJECTS OF ART, UNLESS REQUIRED BY MUNICIPAL
                                    AGREEMENT(S) OR OTHER RELEVANT GOVERNMENTAL
                                    AUTHORITIES;

                           (XVIII)  COSTS FOR CORRECTING ANY CODE VIOLATIONS
                                    EXISTING PRIOR TO THE COMMENCEMENT OF THE
                                    TERM AND COSTS OF MODIFYING THE COMPLEX;

                           (XIX)    COSTS ARISING FROM THE LANDLORD'S CHARITABLE
                                    OR POLITICAL CONTRIBUTIONS;

                           (XX)     RESERVES FOR FUTURE EXPENSES;

                           (XXI)    EXPENSES INCURRED FOR THE DEFENCE OF THE
                                    LANDLORD'S TITLE TO THE LANDS;

                           (XXII)   ANY COST REPRESENTING AN AMOUNT PAID FOR
                                    SERVICES OR MATERIALS TO A PERSON, FIRM OR
                                    ENTITY RELATED TO THE LANDLORD OR ANY
                                    GENERAL PARTNER OF THE LANDLORD TO THE
                                    EXTENT SUCH AMOUNT EXCEEDS THE AMOUNT THAT
                                    WOULD BE PAID FOR SUCH SERVICES OR MATERIALS
                                    AT THE THEN EXISTING MARKET RATE FOR
                                    COMPARABLE BUILDINGS TO AN UNRELATED PERSON,
                                    FIRM OR CORPORATION; AND

                           (XXIII)  OFFICE SECTION OPERATING COSTS SHALL BE
                                    REDUCED BY ALL CASH DISCOUNTS, TRADE
                                    DISCOUNTS OR QUANTITY DISCOUNTS RECEIVED BY
                                    THE LANDLORD OR THE LANDLORD'S MANAGING
                                    AGENT IN THE PURCHASE OF ANY GOODS,
                                    UTILITIES OR SERVICES IN CONNECTION WITH THE
                                    PRUDENT OPERATION OF THE COMPLEX.




                                 Page 10 of 57
<PAGE>   11
                  (C)      in computing Office Section Operating Costs, if there
                           is less than full occupancy of the Total Office
                           Section Rentable Area during any period for which a
                           computation is being made, the amount of Office
                           Section Operating Costs will be increased (as
                           estimated by the LANDLORD, ACTING REASONABLY) to
                           reflect the additional OCCUPANCY RELATED costs that
                           would have been incurred had full occupancy of the
                           Total Office Section Rentable Area occurred during
                           that period;

                  (D)      any costs that are not directly incurred by the
                           Landlord but are chargeable as Office Section
                           Operating Costs may be estimated by the Landlord on a
                           reasonable basis to the extent that the Landlord
                           cannot ascertain the exact amount; and

                  (E)      the taxes enumerated in Section 1.02(21) (A) (xvi)
                           above are included amongst Office Section Operating
                           Costs upon the understanding that the Landlord will
                           look first for reimbursement of such taxes to its
                           input tax credits in the case of the goods and
                           services tax in force at the date hereof, and to
                           corresponding credits, if any, in the case of
                           subsequent taxes from time to time in force, the
                           intent being that so long as such credits are
                           available to the Landlord the taxes referred to in
                           Section 1.02(21) (A) (xvi) will not be included in
                           Office Section Operating Costs.

         (22)     "PARKING GARAGE" means those portions of the Complex and lands
                  adjacent thereto which are designated from time to time by the
                  Landlord for parking purposes including, without limitation,
                  the vehicular ramps and other entrances and exits thereto, and
                  all services, facilities and systems contained exclusively
                  within and serving such parking facilities, as the same may
                  from time to time be altered, expanded or reconstructed.

         (23)     "PROPORTIONATE SHARE" means, for any period, the fraction
                  which has as its numerator the Rentable Area of the Leased
                  Premises and as its denominator the Total Office Section
                  Rentable Area.

         (24)     "RENT" means Basic Rent and Additional Rent.

         (25)     "RENTABLE AREA" of the Leased Premises or any other premises
                  included in Total Office Section Rentable Area or other
                  portion of the Complex means the floor area expressed in
                  square feet, determined in accordance with the method of
                  measurement set out in Schedule "D" annexed hereto and
                  adjusted from time to time to reflect any addition, reduction,
                  rearrangement or relocation of such space.

         (26)     "RULES AND REGULATIONS" means those rules and regulations
                  stipulated in Schedule "C" annexed hereto, any reasonable
                  amendments thereto and any further reasonable rules and
                  regulations of which the Tenant receives Notice from the
                  Landlord which the Landlord, in its judgement, may from time
                  to time stipulate for the proper operation of the Complex, and
                  all such amendments and further rules and regulations shall be
                  read as forming a part of this Lease as if the same were
                  embodied herein.

         (27)     "TAXES" means all taxes, rates, duties, levies, fees, charges,
                  sewer levies, local improvement rates, and assessments
                  whatsoever imposed, assessed, levied or charged, now or in the
                  future, by any school, municipal, regional, provincial,
                  federal, parliamentary or other governmental body, corporate
                  authority, agency or commission (including, without
                  limitation, school boards and utility commissions), against
                  the Complex or any part thereof, and/or the Landlord and/or
                  the owners of the Complex in connection therewith, calculated
                  on the basis of the Complex being assessed as a fully leased
                  and operational building (with no special exemptions or
                  reductions, and without taking into account any actual or
                  potential reduction in Taxes or change of assessment category
                  or class for premises within the Complex which are vacant or
                  underutilized), but excluding (unless specifically referred to
                  above):

                  (a)      income or profit taxes upon the income of the
                           Landlord to the extent such taxes are not levied in
                           substitution or in lieu of any of the foregoing;

                  (b)      business or similar taxes or licence fees in respect
                           of the business of the Landlord which pertains to the
                           management, operation and maintenance of the Complex
                           (and which are included in Office Section Operating
                           Costs);

                  (c)      goods and services taxes or similar taxes (and which
                           are payable pursuant to other provisions of this
                           Lease);

                  (d)      business or similar taxes or licence fees in respect
                           of any business carried on by tenants and occupants
                           (including the Tenant) of the Complex; and

                  (e)      Capital Tax in respect of the Complex (which is
                           included in Office Section Operating Costs).

         (28) "TENANT'S TAXES" means the aggregate of:




                                 Page 11 of 57
<PAGE>   12

                  (a)      all taxes, rates, duties, levies, fees, charges and
                           assessments whatsoever imposed which are separately
                           identified by the lawful taxing authority as being
                           attributable to the personal property, furnishings,
                           fixtures and Leasehold Improvements installed in the
                           Leased Premises; and

                  (b)      all taxes, rates, duties, levies, fees, charges and
                           assessments whatsoever imposed upon the Tenant which
                           are attributable to the business, income or occupancy
                           of the Tenant or any other occupant of the Leased
                           Premises, and to the use of any of the Common
                           Facilities by the Tenant or other occupant of the
                           Leased Premises.

         (29)     "TOTAL OFFICE SECTION RENTABLE AREA" means the aggregate
                  Rentable Area (including the Leased Premises) in the Office
                  Section determined in accordance with Schedule "D" and
                  adjusted from time to time to reflect any addition, reduction,
                  rearrangement or relocation of space.

         (30)     "TRANSFER" means an assignment of this Lease in whole or in
                  part, a sublease of all or any part of the Leased Premises,
                  any transaction whereby the rights of the Tenant under this
                  Lease to the Leased Premises are transferred to another, any
                  transaction by which any right of use or occupancy of all or
                  any part of the Leased Premises is conferred upon anyone, any
                  mortgage, charge or encumbrance of this Lease or the Leased
                  Premises or any part thereof, or other arrangement under which
                  either this Lease or the Leased Premises becomes security for
                  any indebtedness or other obligations, and includes any
                  transaction or occurrence whatsoever which has changed or
                  might change the identity of the person or persons having
                  lawful use or occupancy of any part of the Leased Premises.

         (31)     "UNAVOIDABLE DELAY" means any delay by a party in the
                  performance of its obligations under this Lease caused in
                  whole or in part by any acts of God, strikes, lockouts or
                  other industrial disturbances, acts of public enemies,
                  sabotage, war, blockades, insurrections, riots, epidemics,
                  washouts, nuclear and radiation activity or fallout, arrests,
                  civil disturbances, explosions, breakage of or accident to
                  machinery, any legislative, administrative or judicial action
                  which has been resisted in good faith by all reasonable legal
                  means, any act, omission or event, whether of the kind herein
                  enumerated or otherwise, not within the control of such party,
                  and which, by the exercise of control of such party, could not
                  have been prevented, but lack of funds on the part of such
                  party shall not constitute an Unavoidable Delay.

         (32)     "USEABLE AREA" of any rentable premises means the floor area
                  expressed in square feet, determined in accordance with
                  Schedule "D" annexed hereto, and adjusted from time to time to
                  reflect any addition, reduction, rearrangement or relocation
                  of space.

         (33)     "UTILITIES" means water, steam, fuel, power, telephone and
                  other utilities furnished by the Landlord to the Complex.

         (34)     "UTILITIES CHARGE" means the aggregate of:-

                  (a)      the total cost of the Utilities used or consumed in
                           or with respect to the Leased Premises, including
                           those in connection with electricity for lighting,
                           heating, ventilating and cooling and normal office
                           equipment but excluding hot and cold water to
                           washrooms and excluding telephones to the extent paid
                           by the Tenant;

                  (b)      the cost of any other charges levied or assessed in
                           respect of or in addition to the cost of such
                           Utilities, as determined by the Landlord; and

                  (c)      any costs incurred by the Landlord in determining the
                           Utilities Charge, including, without limitation,
                           professional, engineering and consulting fees.

                   ARTICLE II - LEASED PREMISES - TERM - RENT

SECTION 2.01 - LEASED PREMISES AND TERM

                  In consideration of the rents, covenants and agreements herein
contained on the part of the Tenant to be paid, observed and performed, the
Landlord leases to the Tenant, and the Tenant leases from the Landlord, the
Leased Premises for the Term.

SECTION 2.02 - USE OF ADDITIONAL AREAS

                  The use and occupation by the Tenant of the Leased Premises
includes for the purposes of carrying on its permitted use hereunder, the
non-exclusive right (subject to the Rules and Regulations) of the Tenant, the
Tenant's employees, agents, invitees, suppliers and persons having business with
the Tenant in common with the Landlord, its other tenants, sub-tenants and all
others entitled or permitted to the use of the Common Facilities.




                                 Page 12 of 57
<PAGE>   13
SECTION 2.03 - CONSTRUCTION OF THE LEASED PREMISES

                  The provisions (if any) of the Agreement to Lease relating to
construction of the Leased Premises and delay in availability of the Leased
Premises for occupancy by the Tenant shall remain in effect and shall not merge
upon the execution of this Lease. The Tenant shall abide by the provisions of
Section 8.02 in respect of the construction of Leasehold Improvements and
fixtures in the Leased Premises whether prior to or following the commencement
of the Term.

SECTION 2.04 - ADJUSTMENT OF AREAS

                  The Landlord may from time to time re-measure the Useable Area
of the Leased Premises, the Office Section or other rentable premises or
re-calculate the Rentable Area of the Leased Premises, the Office Section or
other rentable premises and may re-adjust the Basic Rent or the amount of
Additional Rent accordingly. NOTWITHSTANDING THE FOREGOING, UPON WRITTEN REQUEST
OF THE TENANT, AT THE TENANT'S COST, THE LANDLORD SHALL RE-MEASURE THE USEABLE
AREA OF THE LEASED PREMISES OR RE-CALCULATE THE RENTABLE AREA OF THE LEASED
PREMISES AND MAY RE-ADJUST THE BASIC RENT OR THE AMOUNT OF ADDITIONAL RENT
ACCORDINGLY. The effective date of any o o o OF THE AFORESAID RE-ADJUSTMENTS
shall:

         (a)      in the case of an adjustment to the Rentable Area resulting
                  from a change in the Useable Area of the Leased Premises or
                  other rentable premises, be the date on which such change
                  occurred; and

         (b)      in the case of a correction to any measurement or calculation
                  error, be the first date as of which such error was introduced
                  in the calculation of Basic Rent or Additional Rent.

SECTION 2.05 - AGREEMENT TO PAY

                  The Tenant shall pay Basic Rent and Additional Rent as herein
provided in lawful money of Canada, without any prior demand therefor and
without any deduction, abatement, set-off or compensation whatsoever save as
provided in Section 9.01. The Tenant agrees to pay to the Landlord, in addition
to Basic Rent and Additional Rent, any goods and services tax, business transfer
tax, value-added tax, multi-stage sales tax, sales, use or consumption tax, and
any similar or other tax imposed by any governmental authority in respect of
this Lease or in respect of the property and services provided hereunder,
including without limitation, such taxes calculated on or in respect of any Rent
(whether Basic Rent or Additional Rent) payable under this Lease; any such tax
shall be deemed not to be Rent, but the Landlord shall have the same remedies
for and rights of recovery of such amount as it has for recovery of Rent under
this Lease. The obligation to pay Additional Rent (and adjustments thereto)
shall survive the expiration or sooner termination of this Lease. All amounts
payable under this Lease, unless otherwise provided, become due with the next
instalment of Basic Rent. The Landlord may, at its option, upon Notice to the
Tenant direct that the Tenant pay any or all Rent by way of pre-authorized bank
debit and/or to any other party specified by the Landlord. THE AFORESAID
LANDLORD RIGHT OF DIRECTION SHALL NOT APPLY TO THE TENANT PROVIDED THAT THE
TENANT IS NOT IN REPEATED DEFAULT UNDER THIS LEASE AND FURTHER PROVIDED THAT THE
TENANT IS DALEEN CANADA CORPORATION.

                  FOR THE PURPOSES OF THIS LEASE, ALL REFERENCES TO CURRENCY IN
THIS LEASE SHALL BE DEEMED TO BE REFERENCES TO CANADIAN DOLLARS.

SECTION 2.06 - BASIC RENT

                  The Tenant shall pay from and after the Commencement Date to
the Landlord the Basic Rent, such Basic Rent to be computed in accordance with
the definition of Basic Rent set out in Section 1.01 and payable in equal
monthly instalments in advance on the first day of each and every month. As soon
as reasonably possible after completion of construction of the Leased Premises,
the Landlord shall measure the Useable Area of the Leased Premises and shall
calculate the Rentable Area of the Leased Premises and at such time any
necessary adjustments in the Basic Rent and Additional Rent shall be made.

                  If the Commencement Date is not the first day of a calendar
month, then the Basic Rent for the first and last months of the Term shall be
appropriately adjusted, on a per diem basis, based upon a period of three
hundred and sixty-five (365) days, and the Tenant shall pay upon the
Commencement Date, the portion of the Basic Rent so adjusted from the
Commencement Date to the end of the month in which the Commencement Date occurs.

SECTION 2.07 - LATE PAYMENT CHARGE

                  The Tenant hereby acknowledges that late payment by the Tenant
to the Landlord of Basic Rent or Additional Rent due hereunder will cause the
Landlord to incur costs not contemplated by this Lease, the exact amount of
which will be difficult or impracticable to ascertain. Such costs include, but
are not limited to, processing and accounting charges and late charges which may
be imposed on the Landlord by the terms of any Mortgage. Accordingly, if any
Basic Rent or Additional Rent shall not be received by the Landlord or the
Landlord's designee within five (5) BUSINESS days after such amount shall be
due, the Tenant shall pay to the Landlord a late charge equal to o o o $500. The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs the Landlord will incur by reason of late payment by the
Tenant. Acceptance of such late charge by the Landlord shall in no event
constitute a waiver of the Tenant's default with respect to such overdue amount,
nor prevent the Landlord from exercising any of the other rights and remedies
granted hereunder. The foregoing shall be without prejudice to any other right
or remedy available to the Landlord under or pursuant to this Lease by reason of
a monetary default by the Tenant.




                                 Page 13 of 57
<PAGE>   14
SECTION 2.08 - NET LEASE

                  The Basic Rent payable under this Lease is intended to be an
absolutely net return to the Landlord, except as expressly herein set out to the
contrary. The Landlord is not responsible for any expenses or outlays of any
nature arising from or relating to the Leased Premises, or the use or occupancy
thereof, or the contents thereof or the business carried on therein. The Tenant
shall pay all charges, impositions and outlays of every nature and kind relating
to the Leased Premises except as expressly herein set out to the contrary.

SECTION 2.09 - ACKNOWLEDGEMENT OF COMMENCEMENT DATE

                  The Tenant agrees to execute and return to the Landlord,
within fifteen (15) days of written demand from the Landlord, an acknowledgement
of the Commencement Date in the form set forth in Schedule "E" annexed hereto,
subject to such variations as the facts require.

             ARTICLE III - TAXES AND OFFICE SECTION OPERATING COSTS

SECTION 3.01 - TAXES PAYABLE BY LANDLORD

                  The Landlord shall pay directly to the appropriate and lawful
taxing authorities all Taxes, subject to Sections 3.02 and 3.04 hereof. The
Landlord may contest any Taxes and appeal any assessments with respect thereto;
withdraw any such contest or appeal; and agree with the taxing authorities on
any settlement or compromise with respect to Taxes.

SECTION 3.02 - TENANT'S SHARE OF TAXES

                  The Tenant shall pay to the Landlord as Additional Rent a
share of all Taxes which share shall be determined as follows:

         (a)      the Tenant's share of Taxes shall be the portion of the Taxes
                  that are attributable to the Leased Premises, as determined by
                  the Landlord, acting reasonably and equitably. Without
                  limiting the foregoing, the Landlord may allocate a portion of
                  the Taxes to the Office Section, acting reasonably and
                  equitably (having regard, without limitation, to the various
                  uses of the components of the Complex, costs of construction,
                  the benefits derived by the various components of the Complex
                  from the Common Facilities, assessment values relating to the
                  Complex and the components thereof, and agreements between
                  separate owners, if any, of various components of the
                  Complex), and may, if it so elects, determine that the
                  Tenant's share of Taxes attributable to the Leased Premises
                  shall be the Proportionate Share of the Taxes so allocated by
                  the Landlord to the Office Section. If there are separate
                  assessments (or, in lieu thereof, calculations made by
                  authorities having jurisdiction from which separate
                  assessments may, in the Landlord's opinion, be readily
                  determined) for the Leased Premises for Taxes the Landlord may
                  have regard thereto. For the purposes of determining the share
                  of Taxes which is payable by the Tenant pursuant to this
                  Lease, Taxes shall include such additional amounts as would
                  have formed part of Taxes had the Complex been fully assessed
                  during the whole of the relevant fiscal period as fully
                  completed and fully occupied by tenants, with no special
                  exemptions or reductions, and without taking into account any
                  actual or potential reduction of Taxes or change of assessment
                  category or class for premises within the Complex which are
                  vacant or underutilized;

         (b)      if the Landlord, acting reasonably and equitably, determines
                  that as a result of the construction or installation of any
                  Leasehold Improvements or fixtures in the Leased Premises, the
                  use of the Leased Premises, the particular location of the
                  Leased Premises within the Office Section or the Complex, or
                  any other factors which the Landlord considers to be relevant,
                  the Tenant's share of Taxes payable pursuant to Subsection
                  3.02(a) does not accurately reflect the proper share of the
                  Taxes which should, in the Landlord's opinion, acting
                  equitably, be payable by the Tenant, the Landlord may increase
                  or decrease the Tenant's share of Taxes and the Tenant will
                  pay such adjusted amount; and

         (c)      if the Tenant elects to be assessed as a separate school
                  supporter, the Tenant will pay to the Landlord, in addition to
                  any other amounts owing pursuant to this Section the excess,
                  if any, of the separate school taxes over public school taxes
                  resulting from such election.

SECTION 3.03 - TENANT'S PROPORTIONATE SHARE OF OFFICE SECTION OPERATING COSTS

                  The Tenant shall pay to the Landlord as Additional Rent in
accordance with Section 3.06 the Proportionate Share of Office Section Operating
Costs.

SECTION 3.04 - TENANT'S TAXES

                  The Tenant shall pay to the appropriate and lawful taxing
authorities, or to the Landlord, as appropriate, and shall discharge when the
same become due and payable, all Tenant's Taxes. In the event that the Tenant
fails to do so, the same shall be deemed a failure to pay a sum due hereunder as
contemplated in subsection 13.01(a) hereof and the Landlord shall have all of
the rights or remedies provided in Article XIII in respect thereof.




                                 Page 14 of 57
<PAGE>   15

SECTION 3.05 - TENANT'S RESPONSIBILITY

                  The Tenant shall promptly deliver to the Landlord copies of
assessment notices, tax bills and other documents received by the Tenant
relating to Taxes and Tenant's Taxes and receipts for payment of Tenant's Taxes.
If, as a result of changes in existing applicable laws, in any fiscal year the
Tenant is prohibited by law from making payments of Taxes directly to the
Landlord, then it shall pay to the appropriate taxing authorities all Taxes
payable in respect of the Leased Premises and promptly deliver to the Landlord
receipts evidencing such payment. In such event, the Landlord and the Tenant
will make an adjustment within thirty (30) days after the final tax bills are
issued for such fiscal year and the Tenant will pay to the Landlord the amount
by which the Tenant's share of Taxes for such fiscal year exceeds the amount of
Taxes actually paid by the Tenant or the Landlord will pay to the Tenant the
amount by which the Taxes actually paid exceed the Tenant's share, as the case
may be. The Tenant shall not contest any Taxes or appeal any assessments
relating thereto and shall not contest any Tenant's Taxes or appeal any
assessments relating thereto without the Landlord's prior written approval WHICH
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED. If the Tenant obtains such
approval, the Tenant shall deliver to the Landlord such security for the payment
of such Tenant's Taxes as the Landlord deems advisable and the Tenant shall
diligently prosecute any such appeal or contestation to a speedy resolution and
shall keep the Landlord informed of its progress in that regard from time to
time.

SECTION 3.06 - PAYMENT OF ESTIMATED TAXES AND OFFICE SECTION OPERATING COSTS

         (a)      The amounts payable by the Tenant to the Landlord pursuant to
                  Sections 3.02, 3.03 and 3.04 hereof may be estimated by the
                  Landlord for such period as the Landlord determines from time
                  to time, and the Tenant agrees to pay to the Landlord the
                  amounts so estimated in monthly instalments in advance during
                  such period as Additional Rent. At the Landlord's option, the
                  Tenant agrees to provide to the Landlord electronic banking
                  authorization to permit the automatic transfer of funds from
                  the Tenant's account to the Landlord's account on the first
                  day of each and every month during each fiscal year to pay
                  such estimated amount of monthly instalments (THE AFORESAID
                  LANDLORD OPTION SHALL NOT APPLY TO THE TENANT PROVIDED THAT
                  THE TENANT IS NOT IN REPEATED DEFAULT UNDER THIS LEASE AND
                  FURTHER PROVIDED THAT THE TENANT IS DALEEN CANADA
                  CORPORATION). Notwithstanding the foregoing, as soon as bills
                  for all or any portion of the said amounts so estimated are
                  received, the Landlord may bill the Tenant for the
                  Proportionate Share thereof and the Tenant shall pay the
                  Landlord such amounts so billed (less all amounts previously
                  paid on account by the Tenant on the basis of the Landlord's
                  estimate as aforesaid) as Additional Rent on demand.

         (b)      Within a reasonable period of time after the end of the period
                  for which such estimated payments have been made, the Landlord
                  shall deliver to the Tenant a statement from the Landlord,
                  confirmed by the Landlord's independent auditors (BEING
                  NATIONALLY RECOGNIZED AUDITORS), of the Office Section
                  Operating Costs and Taxes together with a calculation of the
                  Tenant's share of the costs and expenses payable to the
                  Landlord pursuant to Sections 3.02, 3.03 and 3.04, and, if
                  necessary, an adjustment shall be made between the parties in
                  the following manner. If the Tenant has paid in excess of the
                  amounts due, the excess shall be refunded by the Landlord
                  within a reasonable period of time after the delivery of the
                  said statement, or, at the option of the Landlord, the excess
                  shall be credited to amounts payable to the Landlord pursuant
                  to Sections 3.02, 3.03 and 3.04 in the immediately following
                  fiscal year. If the amount the Tenant has paid is less than
                  the amounts due, the Tenant agrees to pay such additional
                  amounts dueooo WITHIN FIVE (5) DAYS OF RECEIPT OF WRITTEN
                  NOTICE THEREOF. If any fiscal year during the Term is greater
                  or less than any such period determined by the Landlord as
                  aforesaid, the Tenant's share of the costs and expenses
                  payable to the Landlord, pursuant to Sections 3.02, 3.03 and
                  3.04 shall be subjected to a per diem, pro rata adjustment
                  based upon a period of three hundred and sixty-five (365)
                  days. The obligations set out herein shall survive the
                  expiration of the Term or earlier termination of this Lease.
                  Failure of the Landlord to render any statement of Taxes and
                  Office Section Operating Costs shall not prejudice the
                  Landlord's right to render such statement thereafter or with
                  respect to any other period. The rendering of any such
                  statement shall also not affect the Landlord's right to
                  subsequently render an amended or corrected statement. The
                  Tenant may not claim a re-adjustment in respect of Office
                  Section Operating Costs or Taxes or the share payable by the
                  Tenant on account thereof for any fiscal year or portion
                  thereof except by notice given to the Landlord within ninety
                  (90) days after receipt of the Landlord's statement, stating
                  the particulars of the error in computation of Office Section
                  Operating Costs or Taxes or the Tenant's share thereof. THE
                  LANDLORD WILL RESPOND IN REASONABLE DETAIL TO ANY REASONABLE
                  QUESTIONS OF THE TENANT AS TO THE DETERMINATION OF OFFICE
                  SECTION OPERATING COSTS, PROVIDED SUCH REASONABLE QUESTIONS
                  ARE SUBMITTED WITHIN SIXTY (60) DAYS OF THE DELIVERY OF THE
                  STATEMENT REFERRED TO ABOVE. ANY SUCH RESPONSE BY THE LANDLORD
                  SHALL CONTAIN SUCH REASONABLE SUPPORTING MATERIAL AS THE
                  LANDLORD DETERMINES IS REASONABLY REQUIRED IN ORDER TO RESPOND
                  TO SUCH QUESTION.




                                 Page 15 of 57
<PAGE>   16



                   ARTICLE IV - COMPLEX - CONTROL AND SERVICES

SECTION 4.01 - CONTROL OF THE COMPLEX BY THE LANDLORD

                  The Landlord shall operate and maintain the Complex in a first
class and reputable manner as would a prudent landlord of a similar commercial
office building, having regard to size, age and location.

                  The Complex is at all times subject to the exclusive control,
management and operation of the Landlord. Without limiting the generality of the
preceding sentence, the Landlord has the right, in its control, management and
operation of the Complex and by the establishment of Rules and Regulations and
general policies with respect to the operation of the Complex or any part
thereof at all times during the period when the Tenant is given possession of
the Leased Premises and throughout the Term to:

         (a)      construct improvements in or to the Complex and make
                  alterations and additions thereto, subtractions therefrom,
                  rearrangements thereof (including all entrances and exits
                  thereto), build additional storeys on the Complex and
                  construct additional facilities adjoining or proximate to the
                  Complex;

         (b)      relocate or re-arrange the various facilities and improvements
                  comprising the Complex or erected on the Lands from those
                  existing at the Commencement Date;

         (c)      do and perform such other acts in and to the Complex as in the
                  use of good business judgement the Landlord determines to be
                  advisable for the more efficient and proper operations of the
                  Complex.

         Notwithstanding anything contained in this Lease, it is understood and
agreed that if as a result of the exercise by the Landlord of its right set out
in this Section 4.01, the facilities in or improvements to the Complex are
diminished or altered in any manner whatsoever, the Landlord is not subject to
any liability, nor is the Tenant entitled to any compensation, nor shall any
such diminution or alteration of the facilities or improvements in or to the
Complex be deemed constructive or actual eviction, or a breach of any covenant
for quiet enjoyment contained in this Lease or implied by law provided that the
Landlord shall not materially impede access to the Leased Premises except when
necessary during the completion of any such work and provided further that the
Landlord shall complete all such work diligently and with due speed, AND SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO AVOID ANY MATERIAL INTERFERENCE WITH THE
TENANT'S USE OF THE LEASED PREMISES.

SECTION 4.02 - LANDLORD'S SERVICES

         (a)      The Landlord shall provide climate control to the Leased
                  Premises during Business Hours to maintain a temperature
                  adequate for occupancy, except during the making of repairs,
                  alterations or improvements, and provided the Landlord shall
                  have no responsibility or liability for failure to supply
                  climate control service when stopped as aforesaid or when
                  prevented from so doing by strikes or other Unavoidable Delay.
                  Any rebalancing of the climate system in the Leased Premises
                  necessitated by the installation of partitions, equipment or
                  fixtures by the Tenant or by any use of the Leased Premises
                  not in accordance with the design standards of such system
                  will be performed by the Landlord as an Additional Service to
                  the Tenant.

         (b)      Subject to the Rules and Regulations, the Landlord shall
                  furnish, except when repairs, maintenance or replacements are
                  being made, elevator and escalator service during Business
                  Hours in common with others, provided that the Tenant and its
                  employees and all other Persons using the same shall do so at
                  their own risk. The Landlord shall operate at least one (1)
                  elevator serving the Leased Premises at all times in addition
                  to Business Hours (except during Unavoidable Delay), such
                  operation to be carried out, however, in a manner consistent
                  with the Landlord's security arrangements then in place.

         (c)      The Landlord will provide janitorial services to the Leased
                  Premises consistent with the standards of a first-class office
                  building. The Landlord shall not be responsible for any
                  indirect or consequential damages sustained by the Tenant or
                  others as a result of the failure to provide such services or
                  any act or omission or commission on the part of the persons
                  employed to perform such work. Such work shall be done at the
                  Landlord's direction without interference by the Tenant and
                  its servants or employees.

         (d)      The Landlord shall make available electricity for normal
                  lighting and miscellaneous power requirements and in normal
                  quantities water and other public utilities generally made
                  available to other tenants of the Building by the Landlord.
                  The Landlord shall not be responsible for any indirect or
                  consequential damages sustained by the Tenant or others as a
                  result of the failure to provide such services or any act of
                  omission or commission on the part of the persons employed to
                  provide such service.

         (e)      Provided that adequate Notice is given to the Landlord, access
                  to the Leased Premises during hours other than Business Hours
                  will be given, subject to the Landlord's reasonable security
                  requirements for the Complex and payment by the Tenant, during
                  hours other than Business Hours, for all heating, cooling and
                  ventilating costs, as an Additional Service Cost.




                                 Page 16 of 57
<PAGE>   17

         (f)      The Landlord may carry out periodic replacement of building
                  standard tubes, bulbs and ballasts within the Leased Premises
                  as an Additional Service Cost and shall, upon Notice, carry
                  out any replacement requested by the Tenant as an Additional
                  Service Cost to the Tenant.

SECTION 4.03 - SUBSTITUTION

                  At any time (BUT ONLY ONCE DURING THE TERM), upon six (6)
months prior notice to the Tenant, the Landlord may substitute for the Leased
Premises o o o other premises in the Complex (the "New Leased Premises"), in
which event the New Leased Premises shall be deemed to be the Leased Premises o
o o for all purposes hereunder, provided that the New Leased Premises shall be
similar in area and utility AND COMPARABLE IN ALL OTHER MATERIAL RESPECTS for
the Tenant's purposes. If the Tenant is occupying the Leased Premises at the
time of such substitution, the Landlord shall pay all reasonable o o o
out-of-pocket costs (provided the Tenant delivers copies of paid invoices
relating to the Tenant's cost of such relocation) relating to relocating the
Tenant, its property and equipment to the New Leased Premises. Such costs shall
include, but shall not be limited to, the Tenant's moving costs, amended
stationery and business cards o o o , the connection and relocation of the
Tenant's systems and furniture, INSTALLATION OF ALL TELEPHONE COMMUNICATIONS AND
COMPUTER EQUIPMENT AND CABLING AND THE COST OF LEASEHOLD IMPROVEMENTS IN THE NEW
LEASED PREMISES TO A SUBSTANTIALLY SIMILAR QUALITY OF THOSE LEASEHOLD
IMPROVEMENTS EXISTING IN THE LEASED PREMISES AT THE TIME OF SUCH RELOCATION.

                  ARTICLE V - UTILITIES AND ADDITIONAL SERVICES

SECTION 5.01 - CHARGES FOR UTILITIES

                  The Tenant shall be solely responsible for and shall promptly
pay to the Landlord, or as the Landlord otherwise directs, in the manner
hereinafter provided as Additional Rent, the Utilities Charge applicable to the
Leased Premises on the basis of separate meters and otherwise on the basis of
the Rentable Area of the Leased Premises. To the extent not separately metered
and payable directly to the utility supplier, the Utilities Charge shall be
payable in equal monthly instalments in advance on the basis of the rate
determined by the Landlord's engineer from time to time. The Landlord shall be
entitled, acting equitably, to allocate to the Leased Premises an Additional
Service Cost for any Additional Service in respect of usage of Utilities in the
Leased Premises in excess of those covered by the basic rate. In order to more
accurately determine an increased use of electricity by the Tenant, the Landlord
is entitled at its option and at the Tenant's expense to install check meters or
other form of measurement in or near the Leased Premises. THE TENANT SHALL BE
ENTITLED TO INSTALL, AT THE TENANT'S EXPENSE, SEPARATE METERS FOR ANY UTILITIES
SERVICING THE LEASED PREMISES. THE LANDLORD ACKNOWLEDGES AND AGREES THAT THE
UTILITIES CHARGE SHALL NOT INCLUDE A MARK-UP ABOVE THE ACTUAL AMOUNT CHARGED BY
THE UTILITY SUPPLIER TO THE LANDLORD, SAVE AND EXCEPT FOR THE LANDLORD'S
REASONABLE ADMINISTRATION AND SUPERVISORY CHARGE.

SECTION 5.02 - ADDITIONAL SERVICES OF THE LANDLORD

                  Subject to Article 4 hereof, and excluding services supplied
by the Landlord and charged to the Tenant as Office Section Operating Costs and
the Utilities Charge, one hundred and fifteen per cent (115%) of the cost to the
Landlord of all Additional Services provided by the Landlord or its agent to the
Tenant shall be payable forthwith by the Tenant, upon demand by the Landlord, as
an Additional Service Cost. Such services shall include any services performed
at the Tenant's request including, without limitation, maintenance, repair,
special janitorial or cleaning services, construction of additional Leasehold
Improvements, replacement of bulbs (including non-standard bulbs), tubes and
ballasts, any o o o LIGHTING and any heating, ventilating and cooling services
during hours other than Business Hours. Such services shall also include any
services provided at the Landlord's reasonable discretion including, without
limitation, o o o supervising the movement of furniture, equipment, freight and
supplies for the Tenant. Additional Services provided by the Landlord or its
agent on behalf of the Tenant in respect of any of the Tenant's obligations set
out in the Lease which the Tenant fails to perform shall be one hundred and
o o o FIFTEEN per cent o o o (115%) of the cost to the Landlord.

SECTION 5.03 - THIRD PARTY SERVICES

                  Excluding services supplied by the Landlord and charged to the
Tenant as Office Section Operating Costs, Utilities Charges, or as an Additional
Service Cost, the Tenant shall be solely responsible for, and promptly pay to
the appropriate third party, all charges for services used or consumed in or
provided to the Leased Premises, including, without limitation, rug shampooing,
telephone service and other services not available through the Landlord. In no
event will the Landlord be liable to the Tenant in damages or otherwise for any
failure to supply any third-party services to the Leased Premises.

                       ARTICLE VI - USE OF LEASED PREMISES

SECTION 6.01 - USE OF THE LEASED PREMISES

                  The Leased Premises shall be used for general office purposes
for the Type of Business of the Tenant, provided such purposes comply with the
terms, covenants and conditions of this Lease and all applicable laws, by-laws,
regulations or other governmental ordinances from time to time in existence. The
Leased Premises may not be used for any other purposes.




                                 Page 17 of 57
<PAGE>   18

SECTION 6.02 - OBSERVANCE OF LAW

                  The Tenant shall at its sole cost and expense and, where
applicable, in compliance with Sections 8.01 and 8.02 hereof, promptly observe
and comply with all laws or requirements of all governmental authorities,
including federal, provincial and municipal legislative enactments, by-laws and
other regulations and all other authorities having jurisdiction, including fire
insurance underwriters, now or hereafter in force which pertain to or affect the
Leased Premises, the Tenant's use of the Leased Premises or the conduct of any
business in the Leased Premises, or the making of any repairs, replacements,
alterations, additions, changes, substitutions or improvements of or to the
Leased Premises. The Tenant shall carry out all modifications, alterations or
changes of or to the Leased Premises and the Tenant's conduct of business in or
use of the Leased Premises which are required by any such authorities.

                  THE LANDLORD SHALL AT ITS SOLE COST AND EXPENSE, PROMPTLY
OBSERVE AND COMPLY WITH ALL LAWS OR REQUIREMENTS OF ALL GOVERNMENTAL
AUTHORITIES, INCLUDING FEDERAL, PROVINCIAL AND MUNICIPAL LEGISLATIVE ENACTMENTS,
BY-LAWS AND OTHER REGULATIONS AND ALL OTHER AUTHORITIES HAVING JURISDICTION,
INCLUDING FIRE INSURANCE UNDERWRITERS, NOW OR HEREAFTER IN FORCE WHICH PERTAIN
TO OR AFFECT THE COMPLEX (SAVE AND EXCEPT FOR THE LEASED PREMISES AND ANY SPACE
IN THE COMPLEX WHICH IS LEASED TO OTHER TENANTS). THE LANDLORD SHALL CARRY OUT
ALL MODIFICATIONS, ALTERATIONS OR CHANGES OF OR TO SUCH SPACE WHICH ARE REQUIRED
BY ANY SUCH AUTHORITIES.

SECTION 6.03 - ENERGY CONSERVATION

                  Consistent with its obligations to keep the Leased Premises in
good repair, order and condition hereunder, the Tenant will at its cost comply
with all laws, by-laws, regulations and orders relating to the conservation of
energy affecting the Leased Premises and the conduct of business therein,
including compliance with all reasonable requests and demands of the Landlord
intended to achieve the conservation of energy.

SECTION 6.04 - TENANT'S INDEMNITY RE HAZARDOUS MATERIALS

                  The Tenant agrees to protect, indemnify and save each of the
Landlord, the Mortgagee and their respective directors, officers, employees,
agents, successors and assigns completely harmless from and against any
Environmental Claim, directly or indirectly incurred, sustained or suffered by
or asserted against the Landlord, the Mortgagee and their respective directors,
officers, employees, agents, successors and assigns caused by or attributable
too o O THE NEGLIGENCE OR WRONGful act or omission of the Tenant and/or any
other person claiming through or under Tenant prior to, during and after the
term of the Lease.

                  IN THE EVENT THAT HAZARDOUS MATERIAL IS LOCATED ON OR
DISCOVERED IN THE LEASED PREMISES WHICH, OR THE REMEDIATION OF WHICH, MATERIALLY
ADVERSELY EFFECTS THE TENANT'S ABILITY TO CONDUCT BUSINESS IN THE LEASED
PREMISES AND REMEDIATION IS NECESSARY, THEN UNLESS THE PRESENCE OF SUCH
HAZARDOUS MATERIAL IS ATTRIBUTABLE TO THE NEGLIGENCE OR WRONGFUL ACT OR OMISSION
OF THE TENANT, RENT PAYABLE HEREUNDER SHALL ABATE DURING THE PERIOD OF SUCH
REMEDIATION, IN PROPORTION TO THE AMOUNT OF THE LEASED PREMISES AFFECTED
THEREBY. IN THE EVENT THAT THE LANDLORD'S WORK IS DELAYED BY SUCH REMEDIATION,
THEN THE COMMENCEMENT DATE AND THE EXPIRATION OF THE TERM SHALL BE POSTPONED BY
AN AMOUNT EQUAL TO SUCH DELAY. FOR THE PURPOSES OF THIS PARAGRAPH ONLY,
HAZARDOUS MATERIAL SHALL MEAN HAZARDOUS MATERIAL DECLARED, DEFINED OR DEEMED TO
BE REGULATED OR CONTROLLED PURSUANT TO THE ENVIRONMENTAL LAWS EXISTING AS OF THE
DATE OF THIS LEASE.

                  In this Section 6.04, the terms "Hazardous Material",
"Environmental Law", Environmental Claim" and "Release" shall have the following
meanings:

         (a)      "Hazardous Material" means any contaminant, pollutant,
                  dangerous substance, noxious substance, toxic substance,
                  hazardous waste, flammable or explosive material, radio-active
                  material, urea formaldehyde foam insulation, asbestos,
                  polychlorinated biphenyls, polychlorinated biphenyl waste,
                  polychlorinated biphenyl related waste and any other substance
                  or material now or hereafter declared, defined or deemed to be
                  regulated or controlled in or pursuant to the Environmental
                  Laws.

         (b)      "Environmental Laws" means any law, by-law, order, ordinance,
                  ruling, regulation, certificate, approval, consent or
                  directive of any applicable Federal, Provincial or municipal
                  government, governmental department, agency or regulatory
                  authority or any court of competent jurisdiction, relating to
                  environmental matters and/or regulating the import, storage,
                  use, distribution, sale, handling, transport or disposal of
                  Hazardous Material, including, but not limited to, the
                  ENVIRONMENTAL PROTECTION ACT (Ontario).

         (c)      "Environmental Claim" means all claims, losses, costs,
                  expenses, fines, penalties, payments and/or damages
                  (including, without limitation, all solicitors' fees on a
                  solicitor and his own client basis) relating to, arising out
                  of, resulting from or in any way connected with the Release
                  in, on, over, upon or from the Complex, including the Leased
                  Premises of any Hazardous Material including, without
                  limitation, all costs and expenses of any remediation or
                  restoration of the Leased Premises and/or any property
                  adjoining or in the vicinity of the Leased Premises required
                  or mandated by the Environmental Laws.

         (d)      "Release" means any release, spill, emission, leakage,
                  pumping, injection, deposit, disposal, discharge, dispersal,
                  leaching or migration.




                                 Page 18 of 57
<PAGE>   19

                      ARTICLE VII - INSURANCE AND INDEMNITY

SECTION 7.01 - TENANT'S INSURANCE

         (a)      The Tenant shall throughout the period that the Tenant is
                  given possession of the Leased Premises and during the entire
                  Term, at its sole cost and expense, take out and keep in full
                  force and effect, the following insurance:

                  (i)      all-risk property insurance (including but not
                           limited to sprinkler leakage, flood, earthquake and
                           collapse coverage) in an amount equal to the full
                           replacement cost thereof upon property of every
                           description and kind owned by the Tenant or for which
                           the Tenant is liable, or installed by or on behalf of
                           the Tenant and which is located within the Complex
                           including, without limitation, Leasehold
                           Improvements, Tenant's fixtures, the Tenant's
                           stock-in-trade, furniture and personal property
                           provided that if there is a dispute as to the amount
                           which comprises full replacement cost, the decision
                           of the Landlord shall be conclusive;

                  (ii)     business interruption insurance in such amount as
                           will reimburse the Tenant for direct or indirect loss
                           of earnings attributable to all perils insured
                           against in Section 7.01(a)(i) and other perils
                           commonly insured against by prudent tenants or
                           attributable to prevention of access to the Leased
                           Premises or the Building or the Complex as a result
                           of such perils;

                  (iii)    comprehensive general and legal liability insurance,
                           including property damage and bodily injury and
                           personal injury liability, tenant's legal liability,
                           contractual liability and owners' and contractors'
                           protective insurance coverage with respect to the
                           Leased Premises and the Tenant's use of the Complex,
                           coverage to include the activities and operations
                           conducted by the Tenant and any other person for whom
                           the Tenant is in law responsible. Such policies shall
                           be written on a comprehensive basis with inclusive
                           limits of not less than ooo FIVE Million Dollars ooo
                           ($5,000,000) for bodily injury to any one or more
                           persons or property damage, and such higher limits as
                           the Landlord, acting reasonably, or the Mortgagee
                           requires from time to time, and shall contain a
                           severability of interests clause and a
                           cross-liability clause;

                  (iv)     if appropriate, broad form comprehensive boiler and
                           machinery insurance on a blanket repair and
                           replacement basis with limits for each accident in an
                           amount not less than the full replacement cost of all
                           Leasehold Improvements and of all boilers, pressure
                           vessels, air-conditioning equipment and miscellaneous
                           electrical apparatus owned or operated by the Tenant
                           or by others (other than the Landlord) on behalf of
                           the Tenant in or serving the Leased Premises;

                  (v)      any other form of insurance which the Landlord or any
                           Mortgagee, acting reasonably, requires from time to
                           time in form, in amounts and for risks against which
                           a prudent tenant would insure.

         (b)      All policies shall:

                  (i)      be taken out with insurers acceptable to the Landlord
                           (AND THE LANDLORD ACKNOWLEDGES THAT CHUBB SECURITY
                           SYSTEMS, A DIVISION OF CSG SECURITY INC. IS
                           ACCEPTABLE);

                  (ii)     be in a form satisfactory from time to time to the
                           Landlord which form may include a reasonable
                           deductible, the amount of which will be subject to
                           the Landlord's approval, which approval may not be
                           unreasonably withheld;

                  (iii)    be non-contributing with and shall apply only as
                           primary and not as excess to any other insurance
                           available to the Landlord or any Mortgagee;

                  (iv)     not be invalidated as respects the interests of the
                           Landlord and of any Mortgagee by reason of any breach
                           or violation of any warranties, representations or
                           conditions contained in the policies;

                  (v)      contain an undertaking by the insurers to notify the
                           Landlord and every Mortgagee in writing not less than
                           thirty (30) days prior to any material change,
                           cancellation or termination thereof; and

                  (vi)     name the Landlord, its property manager/agent; the
                           owners and anyone else with an interest in the
                           Complex and each Mortgagee as insured parties and, in
                           respect of property damage insurance, incorporate the
                           Mortgagee's standard mortgage clause.

         (c)      Certificates of insurance on the Landlord's standard form
                  o o o (OR CERTIFIED COPIES OF EACH Such INSURANCE POLICY, if
                  required by the Landlord o o o AS A RESULT OF AN INSURANCE
                  CLAIM AND UPON WRITTEN NOTICE TO THE TENANT), TO be delivered
                  to the Landlord as soon as practicable after the placing of
                  the required insurance and in any event at least ten (10) days
                  prior to the effective date of coverage.




                                 Page 19 of 57
<PAGE>   20

                  Provided that no review or approval of any such insurance
                  certificate by the Landlord shall derogate from or diminish
                  the Landlord's rights or the Tenant's obligations contained in
                  this Article.

         (d)      If the Tenant fails to take out or keep in force any insurance
                  referred to in this Section 7.01, or should any such insurance
                  not be approved by either the Landlord or the Mortgagee and
                  should the Tenant not commence to diligently rectify (and
                  thereafter proceed to diligently rectify) the situation within
                  twenty-four (24) hours after written notice by the Landlord to
                  the Tenant (stating, if the Landlord or the Mortgagee does not
                  approve of such insurance, the reasons therefor), the Landlord
                  has the right without assuming any obligation in connection
                  therewith to effect such insurance at the sole cost of the
                  Tenant and all outlays by the Landlord shall be paid by the
                  Tenant to the Landlord on demand as Additional Rent without
                  prejudice to any other rights and remedies of the Landlord
                  under this Lease.

         (e)      The Tenant agrees that in the event of damage or destruction
                  to the Leasehold Improvements in the Leased Premises covered
                  by insurance pursuant to Section 7.01(a)(i), the Tenant shall
                  use the proceeds of such insurance for the purpose of
                  repairing or restoring such Leasehold Improvements. In the
                  event of damage to or destruction of the Complex or the
                  Building entitling the Landlord to terminate the Lease
                  pursuant to Section 9.01(b) or 9.02, then if the Leased
                  Premises have also been damaged or destroyed and the Lease is
                  terminated, the Tenant shall forthwith pay to the Landlord all
                  of its insurance proceeds relating to the Leasehold
                  Improvements in the Leased Premises and if the Leased Premises
                  have not been damaged or destroyed, the Tenant shall upon
                  demand deliver to the Landlord in accordance with the
                  provisions of this Lease the Leasehold Improvements and the
                  Leased Premises.

SECTION 7.02 - INCREASE IN INSURANCE PREMIUMS

                  The Tenant shall not keep, use, sell or offer to sell in or
upon the Leased Premises any article which may be prohibited by any fire
insurance policy in force from time to time covering the Leased Premises, the
Building or the Complex. If:

         (a)      the occupation of the Leased Premises;

         (b)      the conduct of business in the Leased Premises; or

         (c)      any act or omission of the Tenant in the Complex or any part
                  thereof;

causes or results in any increase in premiums for the insurance carried from
time to time by the Landlord with respect to the Complex, the Tenant shall pay
any such increase in premiums as Additional Rent forthwith o o o WITHIN FIVE (5)
DAYS OF RECEIPT OF THE INVOICE. In determining whether increased premiums are
caused by or result from the use or occupancy of the Leased Premises, a schedule
issued by the organization computing the insurance rate on the Complex showing
the various components of such rate shall be conclusive evidence of the several
items and charges which make up such rate. The Tenant shall comply promptly with
all requirements of any insurer or insurance advisory bureau now or hereafter in
effect pertaining to or affecting the Leased Premises, the Building or the
Complex.

SECTION 7.03 - CANCELLATION OF INSURANCE

                  If any insurance policy upon the Complex or any part thereof
shall be cancelled or shall be threatened by the insurer to be cancelled or the
coverage thereunder reduced in any way by the insurer by reason of the use or
occupation of the Leased Premises or any part thereof by the Tenant or by any
assigns or sub-tenant of the Tenant, or by anyone permitted by the Tenant to be
upon the Leased Premises, the Tenant shall remedy the condition giving rise to
cancellation, threatened cancellation or reduction of coverage within
twenty-four (24) hours after notification by the insurers or Notice thereof by
the Landlord whichever is the earlier.

SECTION 7.04 - LOSS OR DAMAGE


<PAGE>   21


                  The Landlord, its agents, officers, employees, contractors and
others for whom the Landlord is legally responsible shall not be liable for any
death or injury arising from or out of any occurrence in, upon, at or relating
to the Complex, or damage to property of the Tenant or of others located on the
Leased Premises or elsewhere in the Complex, nor shall it or they be responsible
for any loss of or damage to any property of the Tenant or others from any cause
whatsoever, except for any such death, injury, loss or damage which results from
the negligence of the Landlord, its agents, officers, employees, contractors and
others for whom the Landlord is legally responsible and provided that in no
event shall the Landlord, its agents, officers, employees, contractors and
others for whom the Landlord is legally responsible be responsible for any loss,
injury or damage contemplated by Section 7.07(b), or for any indirect or
consequential damages sustained by the Tenant or others. Without limiting the
generality of the foregoing, but subject to the exceptions to the limitation of
the liability of the Landlord set out herein, the Landlord shall not be liable
for any injury or damage to persons or property resulting from fire, explosion,
dampness, falling plaster, falling ceiling tile, falling ceiling fixtures
(including part or all of the ceiling T grid system) and diffuser coverings, or
from steam, gas, electricity, water, rain, flood, snow or leaks from any
rentable premises or the Parking Garage or from the pipes, sprinklers,
appliances, plumbing works, roof, windows or subsurface of any floor or ceiling
of the Complex or from the street or any other place or by any other cause
whatsoever. The Landlord shall not be liable for any such damage caused by other
tenants or persons in the Complex or by occupants of adjacent property thereto,
or the public, or caused by construction or by any private, public or
quasi-public work. All property of the Tenant kept or stored on the Leased
Premises or elsewhere in the Complex shall be so kept or stored at the risk of
the Tenant only and the Tenant shall




                                 Page 20 of 57
<PAGE>   22

indemnify the Landlord and save it harmless from any claims arising out of any
damage to the same including, without limitation, any subrogation claims by the
Tenant's insurers.

SECTION 7.05 - LANDLORD'S INSURANCE

                  The Landlord shall at all times throughout the Term carry:

         (a)      insurance on the Building (excluding the foundations and
                  excavations) and the machinery, boilers and equipment
                  contained therein or servicing the Building and owned by the
                  Landlord or the owners of the Complex (specifically excluding
                  any property with respect to which the Tenant and other
                  tenants are obliged to insure pursuant to Section 7.01 or
                  similar sections of their respective leases) against damage by
                  fire and extended perils or all-risks coverage;

         (b)      public liability and property damage insurance with respect to
                  the Landlord's operations in the Complex;

         (c)      loss of rental income insurance, or loss of insurable gross
                  profits commonly insured against by prudent landlords,
                  including loss of all rentals receivable from tenants in the
                  Complex in accordance with the provisions of their leases,
                  including basic and additional rentals; and

         (d)      such other form or forms of insurance as the Landlord or the
                  Mortgagee reasonably considers advisable.

                  Such insurance shall be in such reasonable amounts and with
such reasonable deductibles as would be carried by a prudent owner of a
reasonably similar commercial office building, having regard to size, age and
location. Notwithstanding the Landlord's covenant contained in this Section
7.05, and notwithstanding any contribution by the Tenant to the cost of
insurance premiums provided herein, the Tenant acknowledges and agrees that no
insurable interest is conferred upon the Tenant under any policies of insurance
carried by the Landlord, and the Tenant has no right to receive any proceeds of
any such insurance policies carried by the Landlord. THE LANDLORD SHALL OBTAIN
FROM ITS INSURER A WAIVER OF SUBROGATION RIGHTS IN FAVOUR OF THE TENANT AND
THOSE FOR WHOM IT IS RESPONSIBLE AT LAW.

SECTION 7.06 - INDEMNIFICATION OF THE LANDLORD

                  Except as provided in Section 7.07(a) but notwithstanding any
other provision of this Lease, the Tenant shall indemnify the Landlord and save
it harmless from and against any loss (including loss of Basic Rent and
Additional Rent), claims, actions, damages, liability and expenses in connection
with loss of life, personal injury, damage to property or any other loss or
injury whatsoever arising out of this Lease, or any occurrence in, upon or at
the Leased Premises, or the occupancy or use by the Tenant of the Leased
Premises or any part thereof, or occasioned wholly or in part by any act or
omission of the Tenant or by anyone permitted to be on the Leased Premises by
the Tenant. If the Landlord shall, without fault on its part, be made a party of
any litigation commenced by or against the Tenant, then the Tenant shall
protect, indemnify and hold the Landlord harmless and shall pay all costs,
expenses and reasonable legal fees incurred or paid by the Landlord in
connection with such litigation. The Tenant shall also pay all costs, expenses
and legal fees that may be incurred or paid by the Landlord in reasonably
enforcing the terms, covenants and conditions in this Lease unless a court of
law having jurisdiction shall decide otherwise. THE LANDLORD ACKNOWLEDGES AND
AGREES THAT THE TENANT SHALL NOT BE RESPONSIBLE TO INDEMNIFY THE LANDLORD FOR
INJURY OR DAMAGE RESULTING FROM THE WILFUL MISCONDUCT OF THE LANDLORD AND THOSE
FOR WHOM IT IS RESPONSIBLE AT LAW.

SECTION 7.07 - LIMITATIONS OF LIABILITY

         (a)      The Tenant shall not be liable to the Landlord in respect of
                  any loss, injury or damage insured (OR REQUIRED TO BE INSURED)
                  by the Landlord under Sections 7.05(a) and (c) (EXCEPT TO THE
                  EXTENT OF ANY COMMERCIALLY REASONABLE DEDUCTIBLE AMOUNT) to
                  the extent of any recovery by the Landlord under such
                  insurance; and

         (b)      The Landlord shall not be liable to the Tenant in respect of
                  any loss, injury or damage to property insured or required to
                  be insured by the Tenant under Sections 7.01(a)(i), (ii) and
                  (iv).

               ARTICLE VIII - MAINTENANCE, REPAIRS AND ALTERATIONS

SECTION 8.01 - MAINTENANCE AND REPAIRS BY THE TENANT

         (a)      Subject to Sections 9.01 and 9.02, the Tenant shall at all
                  times at its sole cost, keep and maintain the Leased Premises,
                  exclusive of Common Use Equipment, in good order, first class
                  condition and repair (which shall include, without limitation,
                  periodic painting and decoration and preventative
                  maintenance), o o o IN ACCORDANCE WITH ITS OBLIGATIONS
                  HEREUNDER.

         (b)      The Tenant shall examine the Leased Premises before taking
                  possession thereof and unless the Tenant furnishes the
                  Landlord with a Notice specifying any defect in the
                  construction of the Leased Premises within ooo TWENTY (20)
                  days after such taking of possession, the Tenant shall
                  conclusively be deemed to have examined the Leased Premises,
                  to have agreed that they are in order, and such taking of





                                 Page 21 of 57
<PAGE>   23

                  possession without the giving of such Notice as aforesaid
                  within such ooo TWENTY (20) day period is conclusive evidence
                  against the Tenant that at the time thereof the Leased
                  Premises were in good order and satisfactory condition,
                  subject to latent defects, if any. The Tenant agrees that
                  there is no promise, representation or undertaking by or
                  binding upon the Landlord with respect to the use of the
                  Leased Premises or any alteration, remodelling or redecorating
                  of or installation of equipment or fixtures in the Leased
                  Premises, except such, if any, as are expressly set forth in
                  this Lease or the Agreement to Lease.

SECTION 8.02 - LANDLORD'S APPROVAL OF THE TENANT'S REPAIRS

         (a)      o o o DURING the Term of this Lease or any renewal or
                  extension hereof, the Tenant shall not make any repairs,
                  replacements, Leasehold Improvements or install trade fixtures
                  in any part of the Leased Premises without first obtaining the
                  Landlord's written approval, such approval not to be
                  unreasonably withheld, and in connection therewith the Tenant
                  shall, prior to commencing any such work, submit to the
                  Landlord:

                  (i)      for its prior approval details of the proposed work,
                           including drawings and specifications prepared by
                           qualified architects or engineers and conforming to
                           good engineering practice;

                  (ii)     such indemnification against liens, costs, damages
                           and expenses (including Landlord's costs and expenses
                           incurred, or which may be incurred, in reviewing the
                           proposed work and supervising its completion) and
                           such insurance coverages as the Landlord requires;
                           and

                  (iii)    evidence satisfactory to the Landlord that the Tenant
                           has obtained at its expense all necessary consents,
                           permits, licences and inspections from all
                           governmental and regulatory authorities having
                           jurisdiction.

         (b)      All such repairs, replacements, Leasehold Improvements or
                  trade fixtures made or installed by the Tenant in the Leased
                  Premises and approved by the Landlord shall be performed:

                  (i)      with first class materials owned by the Tenant at the
                           sole cost of the Tenant;

                  (ii)     by competent workmen whose labour union affiliations
                           are compatible with others employed by the Landlord
                           and its contractors;

                  (iii)    in a good and workmanlike manner;

                  (iv)     in accordance with the drawings and specifications
                           approved by the Landlord; and

                  (v)      subject to the reasonable regulations, supervision,
                           controls and inspection of the Landlord.

         (c)      If any such repairs, replacements, Leasehold Improvements or
                  trade fixtures would affect the structure of the Building, or
                  any of the electrical, mechanical or other base building
                  systems or their warranties, such work shall, at the option of
                  the Landlord, be performed by the Landlord as an Additional
                  Service. If such would affect such warranties, the Landlord
                  may reasonably refuse to allow such work to be done. Upon
                  completion thereof, and thereafter to the extent requiring
                  ongoing maintenance, repair or replacement, the Tenant shall
                  pay to the Landlord the Additional Service Cost in respect
                  thereof.

         (d)      Upon being invoiced therefor the Tenant shall pay to the
                  Landlord, as Additional Rent, a fee equal to the sum of One
                  Dollar ($l.00) per square foot of Rentable Area of the Leased
                  Premises at the Commencement Date, such fee to cover the
                  reasonable costs and fees of the Landlord, direct and
                  indirect, for its services in monitoring the Tenant's
                  construction and installation of Leasehold Improvements
                  pursuant to the Agreement to Lease prior to or at the
                  Commencement Date, which costs shall include the costs of
                  review and approval of plans and specifications by the
                  Landlord's in-house staff (but not the Landlord's
                  out-of-pocket architects' and engineers' fees if such are
                  required), the costs of hoisting during Business Hours, the
                  cost of garbage removal from the Complex loading dock, and the
                  cost of the Utilities consumed in connection therewith
                  (collectively, the "Included Costs"). In respect of repairs,
                  alterations or replacements of or to the Leased Premises
                  thereafter during the Term, the Tenant shall pay to the
                  Landlord, as Additional Rent, a fee equal to five percent (5%)
                  of the cost of such work, such fee to cover the reasonable
                  costs and fees of the Landlord, direct and indirect, for its
                  services in monitoring the Tenant's construction and
                  installation or the conduct thereof, as the case may be (which
                  fee shall cover the Included Costs). ooo NOTWITHSTANDING THE
                  FOREGOING, THE AFORESAID FIVE PERCENT (5%) FEE SHALL NOT APPLY
                  TO ANY SUCH WORK CONDUCTED BY THE TENANT WHICH DOES NOT
                  REQUIRE THE LANDLORD'S APPROVAL IN ACCORDANCE WITH THE TERMS
                  OF THIS LEASE OR WHICH RELATES TO COSMETIC WORK TO THE LEASED
                  PREMISES. IN ADDITION TO THE FOREGOING, any cost or expense of
                  the Landlord in providing hoisting services after Business
                  Hours, garbage removal to the Complex loading dock and, if the
                  Landlord's architects and engineers responsible for the
                  Complex are not retained by the Tenant to complete any
                  improvements in the Leased Premises affecting the structure of
                  the Complex or any of the electrical, mechanical or other base
                  building systems or their warranties, any cost or expense of
                  the Landlord's architects and engineers in respect of approval
                  of plans, and




                                 Page 22 of 57
<PAGE>   24

                  supervision and/or inspection of such work, will each be
                  payable by the Tenant as Additional Rent upon being invoiced
                  by the Landlord.

SECTION 8.03 - MAINTENANCE AND REPAIRS BY THE LANDLORD

         (a)      Subject to the payment of Rent, the Landlord agrees with the
                  Tenant to keep in a good and reasonable state of repair, and
                  consistent with the general standards of comparable FIRST
                  CLASS office buildings of comparable age in the immediate area
                  of the Complex, but subject to Sections 9.01 and 9.02, and
                  with the exception of reasonable wear and tear:

                  (i)      those portions of the Office Section consisting of
                           the courts, concourses, lobbies, landscaped areas,
                           entrances and other facilities from time to time
                           provided for common use and enjoyment, and the
                           exterior portions of all buildings and structures
                           from time to time forming part of the Office Section
                           and affecting its general appearance;

                  (ii)     the Building (other than the Leased Premises and
                           premises of other tenants) including the foundation,
                           roof, exterior walls, the Common Use Equipment, the
                           elevators, escalators, entrances, stairways,
                           corridors and lobbies and washrooms from time to time
                           provided for use in common by the Tenant and other
                           tenants of the Buildings; and

                  (iii)    the structural members or elements of the Leased
                           Premises.

         (b)      Subject to Sections 9.01 and 9.02, the Landlord agrees with
                  the Tenant to repair Insured Damage.

         (c)      The Tenant acknowledges and agrees that the Landlord is not
                  liable for any damages, costs or expenses direct, indirect or
                  consequential, or for damages for personal discomfort, illness
                  or inconvenience of the Tenant or the Tenant's servants,
                  clerks, employees, invitees or other persons by reason of
                  failure of any equipment, facilities or systems servicing the
                  Building or of reasonable delays in the performance of any
                  repairs, replacements and maintenance for which the Landlord
                  is responsible pursuant to this Lease and no such delay shall
                  entitle the Tenant to any compensation or abatement
                  whatsoever.

         (d)      If the Tenant refuses or neglects to carry out any repairs
                  properly required to be carried out by it under this Lease and
                  to the reasonable satisfaction of the Landlord, the Landlord
                  may, but shall not be obliged to, make such repairs without
                  being liable for any loss or damage that may result to the
                  Tenant's merchandise, fixtures or other property or to the
                  Tenant's business by reason thereof and upon completion
                  thereof, the Tenant shall pay to the Landlord the Additional
                  Service Cost in respect thereof.

SECTION 8.04 - SURRENDER OF THE LEASED PREMISES

                  At the expiration of the Term or earlier termination of this
Lease, the Tenant shall peaceably surrender and yield up the Leased Premises to
the Landlord in as good condition and repair as the Tenant is required to
maintain the Leased Premises throughout the Term, REASONABLE WEAR AND TEAR
EXCEPTED, and the Tenant shall surrender all keys and pass cards for the Leased
Premises or the Complex to the Landlord at the place then fixed for the payment
of rent and shall inform the Landlord of all combinations of locks, safes and
vaults, if any, in the Leased Premises. The Tenant shall, however, remove all of
its trade fixtures and any o o o special installations if requested by the
Landlord as provided in Section 8.08 hereof before surrendering the Leased
Premises as aforesaid. The Tenant's obligations under this covenant shall
survive the expiration of the Term or earlier termination of this Lease.

SECTION 8.05 - REPAIR WHERE THE TENANT IS AT FAULT

                  Save for the limitation of liability contained in Section
7.07(a) but notwithstanding any other provision of this Lease, if the Complex or
any part thereof, or any equipment, machinery, facilities or improvements
contained therein or made thereto, or the roof or outside walls of the Complex
or any other structural portions thereof require repair or replacement or become
damaged or destroyed by reason of any act, omission to act, neglect or default
of the Tenant or those for whom the Tenant is in law responsible or through any
of them in any way stopping up or damaging the climate control, heating
apparatus, water pipes, drainage pipes or other equipment or facilities or parts
of the Complex or the Building, the cost of the resulting repairs, replacements
or alterations shall be an Additional Service Cost to the Tenant.

SECTION 8.06 - TENANT NOT TO OVERLOAD FACILITIES

                  The Tenant shall not install any equipment which will exceed
or overload the capacity of any utility, electrical or mechanical facilities in
the Leased Premises, and the Tenant will not bring into the Leased Premises or
install any utility, electrical or mechanical facility or service which the
Landlord does not approve. The Tenant agrees that if any changes proposed or use
by the Tenant requires additional utility, electrical or mechanical facilities,
the Landlord may, in its sole discretion, if they are available, elect to
install them in accordance with plans and specifications to be approved in
advance in writing by the Landlord and the cost thereof shall be an Additional
Service Cost to the Tenant.




                                 Page 23 of 57
<PAGE>   25
SECTION 8.07 - TENANT NOT TO OVERLOAD FLOORS

                  The Tenant shall not bring upon the Complex or the Leased
Premises or any part thereof any machinery, equipment, article or thing that by
reason of its weight, size or use might in the opinion of the Landlord damage
the Complex or the Leased Premises and shall not at any time overload the floors
of the Leased Premises.

SECTION 8.08 - REMOVAL AND RESTORATION BY TENANT

         (a)      All Leasehold Improvements shall immediately become the
                  property of the Landlord upon affixation or installation
                  without compensation therefor to the Tenant, but the Landlord
                  is under no obligation to repair, maintain or insure any
                  Leasehold Improvements. Leasehold Improvements and trade
                  fixtures shall not be removed from the Leased Premises either
                  during or at the expiration or earlier termination of the Term
                  except that:

                  (i)      the Tenant may during the Term in the usual or normal
                           course of its business and without the prior written
                           consent of the Landlord remove its trade fixtures,
                           provided that such trade fixtures have become excess
                           for the Tenant's purposes or the Tenant is
                           substituting new and similar trade fixtures therefor,
                           and provided that the Tenant is not in default under
                           this Lease; and

                  (ii)     the Tenant shall, immediately prior to the expiration
                           of the Term and at its own cost, remove all trade
                           fixtures and repair any damage to the Leased Premises
                           caused by their installation and removal, failing
                           which such may be completed and repaired by the
                           Landlord as an Additional Service to the Tenant.
                           NOTWITHSTANDING THE FOREGOING, THE LANDLORD
                           ACKNOWLEDGES AND AGREES THAT THE TENANT SHALL HAVE NO
                           OBLIGATION TO RESTORE THE LEASED PREMISES BACK TO
                           BASE BUILDING CONDITION.

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

                  All property of the Tenant or of any person or entity claiming
through or under the Tenant remaining on the Leased Premises after the
termination of the tenancy shall be deemed to have been abandoned by the Tenant
in favour of the Landlord and may be disposed of by the Landlord at its
discretion without prejudice to the rights of the Landlord to claim damages from
the Tenant for failure to remove the same.

SECTION 8.09 - NOTICE BY THE TENANT

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

SECTION 8.10 - TENANT TO DISCHARGE ALL LIENS

                  The Tenant shall at all times during the period that the
Tenant is engaged in the construction or installation of its improvements or has
been given possession of the Leased Premises and throughout the Term promptly
pay all its architects, engineers, contractors, material men, suppliers and
workmen and all charges incurred by or on behalf of the Tenant for any work,
materials or services which may be done, supplied or performed at any time in
respect of the Leased Premises and the Tenant shall do any and all things
necessary so as to ensure that no lien is registered against the Complex or any
part thereof or against the Landlord's interest in the Leased Premises
(including, without limitation, obtaining a waiver of lien from its contractors
and subcontractors) o o o IN RESPECT of WORK DONE BY OR ON BEHALF OF THE TENANT
AND IF ANY SUCH lien is made, filed or registered, the Tenant shall discharge it
or cause it to be discharged forthwith at the Tenant's expense.

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

SECTION 8.11 - SIGNS AND ADVERTISING

                  The Landlord will prescribe a uniform pattern of
identification signs for tenants (such signs for the Tenant to be installed by
the Landlord at the Tenant's expense as an Additional Service) and other than
such identification signs, the Tenant shall not paint, affix or display any
sign, picture, advertisement, notice, lettering or decoration on any part of the
Complex or the Leased Premises for exterior view without the prior written
consent of the Landlord which consent may be unreasonably withheld. Any such
signs shall remain the property of the Tenant and shall be maintained at the
Tenant's sole cost and expense. At the expiration of the Term or earlier
termination of this Lease, the Tenant shall remove any such sign, picture,
advertisement, notice, lettering or decoration from the Leased Premises




                                 Page 24 of 57
<PAGE>   26

at the Tenant's expense and shall promptly repair all damage caused by any such
installation and removal failing which such may be performed by the Landlord as
an Additional Service to the Tenant. The Tenant's obligation to observe and
perform this covenant shall survive the expiration of the Term or earlier
termination of this Lease. The Landlord, at its expense, shall install building
standard signage beside the entrance doors to the Leased Premises, in the common
area o o o on the third (3rd) and fourth (4th) floors of the Building and in the
ground floor lobby directory of the Building. The Landlord shall design the
style of such directory board and shall in its own discretion determine the
location of the same.

                       ARTICLE IX - DAMAGE AND DESTRUCTION

SECTION 9.01 - DESTRUCTION OF THE LEASED PREMISES

         (a)      If the Leased Premises are at any time destroyed or damaged
                  (including, without limitation, smoke and water damage) as a
                  result of fire, the elements, accident or other casualty
                  required to be insured against by the Landlord pursuant to
                  Section 7.05 hereof or otherwise insured against by the
                  Landlord, and if as a result of such occurrence:

                  (i)      the Leased Premises are rendered untenantable only in
                           part, this Lease shall continue in full force and
                           effect and the Landlord shall, subject to Sections
                           9.01(b) and 9.02(a) hereof, commence diligently to
                           reconstruct, rebuild or repair the Leased Premises to
                           the extent only of its obligations under Section
                           8.03, and if the damage is such that the portion of
                           the Leased Premises rendered untenantable is not
                           reasonably capable of use and occupancy by the Tenant
                           for the purposes of its business for any period of
                           time in excess of ten (10) days, Rent shall abate
                           proportionately to the portion of the Leased Premises
                           rendered untenantable from and after such ten (10)
                           day period and until the Landlord's repairs have been
                           completed;

                  (ii)     the Leased Premises are rendered wholly untenantable
                           for a period in excess of ten (10) days, this Lease
                           shall continue in full force and effect and the
                           Landlord shall, subject to Sections 9.01(b) and
                           9.02(a) hereof, commence diligently to reconstruct,
                           rebuild or repair the Leased Premises to the extent
                           only of its obligations under Section 8.03 and Rent
                           shall abate entirely from and after such ten (10) day
                           period and until the Landlord's repairs have been
                           completed;

                  (iii)    the Leased Premises are not rendered untenantable in
                           whole or in part, this Lease shall continue in full
                           force and effect, the Rent and other amounts payable
                           by the Tenant shall not terminate, be reduced or
                           abate and the Landlord shall, subject to Sections
                           9.01(b) and 9.02(a) hereof, commence diligently to
                           reconstruct, rebuild or repair the Leased Premises to
                           the extent only of its obligations under Section
                           8.03.

         (b)      Notwithstanding anything contained in Section 9.01(a), if the
                  Leased Premises are damaged or destroyed by any cause
                  whatsoever, and if, in the opinion of the Landlord reasonably
                  arrived at, the Leased Premises cannot be reconstructed,
                  rebuilt or repaired and made fit for the purposes of the
                  Tenant within one hundred and eighty (180) days of the
                  happening of the damage or destruction, or if the damage or
                  destruction occurs in the last twenty-four (24) months of the
                  Term (or any exercised renewal or extension thereof), the
                  Landlord, instead of reconstructing, rebuilding or repairing
                  the Leased Premises in accordance with Section 9.01(a), may at
                  its option (AND WITHOUT DISCRIMINATION IN RESPECT OF OTHER
                  TENANTS IN THE COMPLEX WITH RESPECT TO DAMAGE OR DESTRUCTION
                  TO THE COMPLEX) OR THE TENANT MAY, AT ITS OPTION, elect to
                  terminate this Lease by giving to theooo OTHER, Notice of
                  termination within forty-five (45) days after such damage or
                  destruction, and thereupon Rent and other payments for which
                  the Tenant is liable under this Lease shall be apportioned and
                  paid to the date of such damage or destruction, and the Tenant
                  shall immediately deliver up vacant possession of the Leased
                  Premises to the Landlord in accordance with the terms of this
                  Lease.

         (c)      Upon the Tenant being given Notice by the Landlord that the
                  Landlord's reconstruction, rebuilding or repairs have been
                  substantially completed, the Tenant shall forthwith complete
                  all repairs to the Leased Premises which are the Tenant's
                  responsibility under Section 8.01 and all other work required
                  to fully restore the Leased Premises for business in every
                  case at the Tenant's cost and without any contribution to such
                  cost by the Landlord, whether or not the Landlord has at any
                  time made any contribution to the cost of supply, installation
                  or construction of Leasehold Improvements in the Leased
                  Premises. The Tenant shall diligently complete the Tenant's
                  repairs and if the Leased Premises have been closed for
                  business, commence carrying on business within sixty (60) days
                  after notice that the Landlord's reconstruction, rebuilding or
                  repairs have been substantially completed.

         (d)      Nothing in this Section 9.01 requires the Landlord to rebuild
                  the Leased Premises in the condition and state that existed
                  before any such occurrence, provided that the Leased Premises
                  as rebuilt will have reasonably similar facilities and
                  services to those in the Leased Premises prior to the damage
                  or destruction having regard, however, to the age of the
                  Complex at such time.




                                 Page 25 of 57
<PAGE>   27

SECTION 9.02 - DESTRUCTION OF THE COMPLEX

         (a)      Notwithstanding anything contained in this Lease and
                  specifically notwithstanding the provisions of Section 9.01
                  hereof, if:

                  (i)      thirty-five per cent (35%) or more of the area of the
                           Building or the Complex; or

                  (ii)     fifty per cent (50%) or more of either the Rentable
                           Area of the Building or the Total Office Section
                           Rentable Area;

                  is damaged or destroyed by any cause whatsoever (irrespective
                  of whether the Leased Premises are damaged or destroyed) and
                  if, in the opinion of the Landlord reasonably arrived at (AND
                  WITHOUT DISCRIMINATION O O O IN RESPECT OF OTHER TENANTS IN
                  THE COMPLEX WITH RESPECT TO DAMAGE OR DESTRUCTION TO THE
                  COMPLEX) , either (A) such area of the Building or the Complex
                  or the Total Office Section Rentable Area, as the case may be,
                  so damaged or destroyed cannot be rebuilt or made fit for the
                  purposes of such space within one hundred and eighty (180)
                  days of the happening of the damage or destruction or (b) the
                  estimated cost of repairing, restoring or rebuilding it shall
                  exceed by one million dollars or more the proceeds of
                  insurance available to the Landlord for the purpose; then and
                  so often as any of such events occur, the Landlord may, at its
                  option (to be exercised by Notice to the Tenant within sixty
                  (60) days following any such occurrence), elect to terminate
                  this Lease. In the case of such election, the Term and the
                  tenancy hereby created shall expire upon the sixtieth (60th)
                  day after such notice is given, without indemnity or penalty
                  payable by, or any other recourse against the Landlord, and
                  the Tenant shall, within such sixty (60) day period, vacate
                  the Leased Premises and surrender them to the Landlord, with
                  the Landlord having the right to re-enter and repossess the
                  Leased Premises discharged of this Lease and to expel all
                  persons and remove all property therefrom. Rent shall be due
                  and payable without deduction or abatement subsequent to the
                  destruction or damage and until the date of termination,
                  unless the Leased Premises shall have been destroyed or
                  damaged as well, in which event Section 9.01 shall apply.

         (b)      If all or any part of the Complex is at any time destroyed or
                  damaged as set out in Section 9.02(a), and the Landlord does
                  not elect to terminate this Lease in accordance with the
                  rights hereinbefore granted, the Landlord shall, following
                  such destruction or damage, commence diligently to
                  reconstruct, rebuild or repair, if necessary, that part of the
                  Office Section, the Complex or the Building which was damaged
                  or destroyed, but only to the extent of the Landlord's
                  responsibilities pursuant to the terms of the various leases
                  for the premises in the Complex and the Building, as the case
                  may be, and exclusive of any tenant's responsibilities set out
                  therein. If the Landlord elects to repair, reconstruct or
                  rebuild the Office Section, the Complex and the Building, as
                  the case may be, or any part thereof, the Landlord may repair,
                  reconstruct or rebuild according to plans and specifications
                  and working drawings other than those used in the original
                  construction of the Complex and the Building, as the case may
                  be, or any part thereof.


                          ARTICLE X - TRANSFER AND SALE

SECTION 10.01 - ASSIGNING AND SUBLETTING

                  The Tenant will not enter into, consent to or permit a
Transfer without the prior written consent of the Landlord in each instance,
which consent shall not be unreasonably withheld or delayed, but shall be
subject to the Landlord's rights under Section 10.02. Notwithstanding any
statutory provision to the contrary, it shall not be considered unreasonable for
the Landlord to withhold its consent if, without limiting any other factors or
circumstances which the Landlord may reasonably take into account:

         (a)      the Tenant is then in default under this Lease;

         (b)      the proposed Transfer would be or could result in violation or
                  breach of any covenants or restrictions granted by the
                  Landlord to its Mortgagee, other tenants or occupants or
                  prospective tenants or occupants in the Complex;

         (c)      in the Landlord's reasonable opinion the financial background,
                  business history and capability of the proposed transferee is
                  NOT satisfactory;

         (d)      the Landlord will have o o O AT THE TIME OF SUCH REQUest other
                  premises in the Complex which might be suitable for the needs
                  of the proposed person or entity to whom the Transfer is being
                  made;

         (e)      the proposed person or entity to whom the Transfer is being
                  made is an existing tenant in the Complex;

         (f)      such Transfer provides for Rent which is less than o o o
                  PREVAILING MARKET RENTAL RATES IN THE BUILDING FOR A SIMILAR
                  AMOUNT OF SPACE AND SIMILAR TERM in respect of the Rentable
                  Area of the Leased Premises included in the proposed Transfer
                  (SAVE AND EXCEPT THAT THE FOREGOING SHALL NOT APPLY IF THE
                  OFFICE SECTION IS AT LEAST 95% OCCUPIED); or




                                 Page 26 of 57
<PAGE>   28

         (g)      the use of the Leased Premises by the proposed transferee, in
                  the Landlord's reasonable opinion, could result in excessive
                  use of the elevators or other Common Facilities of the
                  Complex, be inconsistent with the image and standards of the
                  Complex, or expose the occupants of the Complex to risk of
                  harm, damage or interference with their use and enjoyment
                  thereof.

                  The consent by the Landlord to any Transfer, if granted, shall
not constitute a waiver of the necessity for such consent to any subsequent
Transfer, whether by the Tenant or any assignee or sublessee of the Tenant. This
prohibition against a Transfer is construed so as to include a prohibition
against any Transfer by operation of law and no Transfer shall take place or be
deemed to have been consented to or approved by reason of a failure by the
Landlord to give notice to the Tenant within o o o FIFTEEN (15) days as required
by Section 10.02. Notwithstanding any Transfer (whether or not permitted or
consented to by the Landlord), the Tenant and the Indemnifier (if any) shall
remain liable under this Lease and shall not be released from performing any of
their obligations hereunder.

                  NOTWITHSTANDING THE FOREGOING, PROVIDED THAT THE TENANT IS
DALEEN CANADA CORPORATION AND IS NOT IN DEFAULT UNDER THIS LEASE, THE TENANT
SHALL BE PERMITTED TO SUBLET ALL OR PART OF THE LEASED PREMISES OR ASSIGN THIS
LEASE TO A HOLDING BODY CORPORATE, AFFILIATED BODY CORPORATE OR SUBSIDIARY BODY
CORPORATE OF THE TENANT (AS SUCH TERMS ARE DEFINED IN THE BUSINESS CORPORATIONS
ACT (ONTARIO) R.S.O. 1990, C.B.16 AS OF THE DATE OF THIS LEASE) OR A PURCHASER
OF SUBSTANTIALLY ALL OF THE TENANT'S ASSETS (COLLECTIVELY, THE "PERMITTED
TRANSFEREE") WITHOUT THE PRIOR CONSENT OF THE LANDLORD, PROVIDED THAT THE
PERMITTED TRANSFEREE HAS O O O NET ASSETS AT THE TIME OF THE TRANSFER WITH AN
AGGREGATE VALUE AT LEAST EQUAL TO THOSE OF THE TENANT AS OF THE DATE OF THIS
LEASE, AND PROVIDED THAT THE TENANT SHALL GIVE PRIOR WRITTEN NOTICE OF SUCH
SUBLEASE OR ASSIGNMENT TO THE LANDLORD ALONG WITH SUFFICIENT FINANCIAL EVIDENCE
OF THE NET ASSETS, IN THE LANDLORD'S OPINION, ACTING REASONABLY, O O O OF THE
PERMITTED TRANSFEREE.

SECTION 10.02 - LANDLORD'S RIGHT TO TERMINATE

                  For the purposes of this Section 10.02, "Tenant" means the
Tenant and any subtenant, assignee, or licensee or other transferee of all or
any part of the Leased Premises or the Tenant's interest in this Lease.

                  The Tenant shall not effect a Transfer (SAVE AND EXCEPT TO A
PERMITTED TRANSFEREE AS DEFINED IN SECTION 10.01 ABOVE) unless:

         (a)      it shall have received or procured a bona fide written offer
                  to effect a Transfer which is not inconsistent with, and the
                  acceptance of which would not breach any provision of this
                  Lease if this Section 10.02 is complied with and which the
                  Tenant has accepted subject only to compliance with this
                  Section 10.02, and

         (b)      it shall have first requested and obtained the consent in
                  writing of the Landlord thereto.

                  Any request for such consent shall be in writing and
accompanied by a true copy of such offer, and the Tenant shall furnish to the
Landlord all information available to the Tenant and requested by the Landlord
as to the responsibility, reputation, ownership, financial standing and business
of the proposed person or entity to whom the Transfer is being made. The
Landlord shall within o o o FIFTEEN (15) days after having received such request
and aLL such necessary information, notify the Tenant in writing either that:

                  (i)      it consents or does not consent to the Transfer in
                           accordance with the provisions of this Article X; or

                  (ii)     it elects to terminate this Lease as to the whole or
                           the part, as the case may, of the Leased Premises
                           affected by the proposed Transfer.o o o

                  If the Landlord elects to terminate this Lease it shall
stipulate in its Notice the date of termination of this Lease, which date shall
be no less than thirty (30) days nor more than ninety (90) days following the
giving of such Notice of termination. If the Landlord elects to terminate this
Lease as aforesaid, the Tenant shall notify the Landlord in writing within five
(5) days thereafter of the Tenant's intention either to refrain from such
Transfer or to accept the termination of this Lease or the part thereof in
respect of which the Landlord has exercised its rights. If the Tenant fails to
deliver such Notice within such period of five (5) days or notifies the Landlord
that it accepts the Landlord's termination, this Lease will, as to the whole or
the affected part of the Leased Premises, as the case may be, be terminated on
the date of termination stipulated by the Landlord in its Notice. If the Tenant
notifies the Landlord it intends to refrain from such Transfer, the Landlord's
election to terminate this Lease as aforesaid shall become null and void in such
instance.

SECTION 10.03 - CONDITIONS OF TRANSFER

         (a)      If there is a permitted Transfer, the Landlord may collect
                  rent from the transferee and apply the net amount collected to
                  the Rent required to be paid pursuant to this Lease, but no
                  acceptance by the Landlord of any payments by the transferee
                  shall be deemed a waiver of the provisions of Article X hereof
                  or the acceptance of the transferee as tenant or a release of
                  the Tenant from the further performance by the Tenant of the
                  covenants or obligations on the part of the Tenant herein
                  contained. Any consent by the Landlord shall be subject to the
                  Tenant executing and causing any such transferee





                                 Page 27 of 57
<PAGE>   29

                  to promptly execute, prior to the Transfer being made, an
                  agreement directly with the Landlord agreeing:

                  (i)      to be bound by all of the terms, covenants and
                           conditions contained in this Lease as if such
                           transferee had originally executed this Lease as
                           tenant; and

                  (ii)     to amend the Lease to incorporate such terms,
                           covenants and conditions as are COMMERCIALLY
                           REASONABLE AND necessary so that the Lease will be in
                           accordance with the Landlord's standard form of lease
                           in use at such time and so as to incorporate any
                           conditions imposed by the Landlord in its consent or
                           required by this Section 10.03.

         (b)      . . . SAVE AND EXCEPT IN THE CASE OF A TRANSFER TO A PURCHASER
                  OF SUBSTANTIALLY ALL OF THE TENANt'S ASSETS IN ACCORDANCE WITH
                  SECTION 10.01 ABOVE, NOTWITHSTANDING ANY Transfer permitted or
                  consented to by the Landlord, the Tenant shall be jointly and
                  severally liable with the transferee under this Lease and
                  shall not be released from performing any of the terms,
                  covenants and conditions of this Lease, UNLESS OTHERWISE
                  AGREED TO IN WRITING.

         (c)      . . . SAVE AND EXCEPT IN THE CASE OF A TRANSFER TO A PURCHASER
                  OF SUBSTANTIALLY ALL OF THE TENANT'S ASSETS IN ACCORDANCE WITH
                  SECTION 10.01 ABOVE, THE Tenant agrees that if this Lease is
                  ever disclaimed or terminated in a bankruptcy proceeding
                  relating to a transferee, or if the Landlord terminates this
                  Lease as a result of any act or default of any transferee, the
                  Tenant shall, at the Landlord's option exercised by Notice to
                  the Tenant, enter into a new lease of the Leased Premises on
                  terms (insofar as they apply to the balance of the Term of
                  this Lease - i.e. excluding any free rent periods or other
                  inducements previously used or received by the Tenant)
                  identical to this Lease for a term commencing on the date
                  which the Landlord exercises its right to require the Tenant
                  to enter into such new lease and expiring upon the date of
                  expiry of this Lease; in such event, the Tenant will accept
                  the Leased Premises in an "as is" condition.

         (d)      . . . SAVE AND EXCEPT IN THE CASE OF A TRANSFER TO A PERMITTED
                  TRANSFEREE AS DEFINED IN SECTION 10.01 ABOVE, THE Landlord's
                  consent to any Transfer shall be subject to the condition that
                  the Basic Rent payable by the transferee thereafter per square
                  foot of Rentable Area of the Leased Premises included in the
                  Transfer shall be the greatest of (i) the ooo PREVAILING
                  MARKET RENTAL RATE IN THE BUILDING FOR A SIMILAR AMOUNT OF
                  SPACE AND SIMILAR TERM AS PROPOSED IN THE TRANSFER (PROVIDED
                  THAT THE AFORESAID CONDITION WITHIN SECTION 10.03(D)(I) SHALL
                  NOT APPLY IF THE OFFICE SECTION IS AT LEAST 95% OCCUPIED),
                  (ii) an amount equal to the Landlord's posted rental rate for
                  rentable premises in the Building similar to the Leased
                  Premises at the time of the granting of the Landlord's consent
                  multiplied by the Rentable Area of the Leased Premises
                  (PROVIDED THAT THE AFORESAID CONDITION WITHIN SECTION
                  10.03(D)(II) SHALL NOT APPLY IF THE OFFICE SECTION IS AT LEAST
                  95% OCCUPIED)and (iii) the Basic Rent payable under the
                  Transfer agreement.

         (e)      Any document or consent evidencing any Transfer permitted by
                  the Landlord or setting out any terms applicable to such
                  Transfer or the rights and obligations of the Tenant or the
                  transferee thereunder, shall be prepared by the Landlord or
                  its solicitors, and all reasonable legal and other costs and
                  disbursements with respect thereto shall be paid by the Tenant
                  to the Landlord or its solicitors forthwith upon demand as
                  Additional Rent, together with the Landlord's standard
                  administrative fee payable to the Landlord, which at the date
                  of this Lease is in the amount of One Thousand Dollars
                  ($1,000.00).

         (f)      If the proposed Transfer is in the nature of an assignment of
                  this Lease, and if the Tenant receives from any proposed
                  transferee, either directly or indirectly, any consideration
                  for the assignment WHICH IS PROPERLY ATTRIBUTABLE TO THE
                  LEASED PREMISES, THE LOCATION THEREOF OR THIS LEASE, the
                  Tenant shall immediately pay such consideration to the
                  Landlord who shall be entitled to retain such consideration
                  for its own benefit absolutely as Additional Rent payable
                  hereunder. If the proposed Transfer is in the nature of a
                  sublease or other transaction not in the nature of an
                  assignment any consideration received by the Tenant from the
                  proposed transferee, whether directly or indirectly, for such
                  Transfer (including any monthly payments) in excess of the
                  Rent payable by the Tenant pursuant to this Lease, shall be
                  paid forthwith by the Tenant to the Landlord who shall be
                  entitled to retain such consideration for its own benefit
                  absolutely, as Additional Rent payable hereunder.
                  NOTWITHSTANDING THE FOREGOING, ANY CONSIDERATION RECEIVED BY
                  THE TENANT FOR THE SELLING PRICE OF THE BUSINESS OPERATING
                  FROM THE LEASED PREMISES OR THE GOODWILL OF THE TENANT PAID BY
                  A TRANSFEREE, WHO IS PURCHASING SUBSTANTIALLY ALL OF THE
                  ASSETS OF THE TENANT, WHICH AMOUNTS ARE PROPERLY ATTRIBUTABLE
                  TO SAME IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
                  PRINCIPLES SHALL NOT BE REQUIRED TO BE PAID BY THE TENANT TO
                  THE LANDLORD.

         (g)      If the Tenant receives from any proposed transferee, either
                  directly or indirectly, any consideration other than minimum
                  rent or additional rent for such Transfer, either in the form
                  of cash, goods or services, the Tenant shall forthwith pay to
                  the Landlord an amount equivalent to such consideration. The
                  Tenant and the proposed transferee shall execute any agreement
                  required by the Landlord to give effect to the foregoing
                  terms.




                                 Page 28 of 57
<PAGE>   30
SECTION 10.04 - NO ADVERTISING OF THE LEASED PREMISES

                  The Tenant shall not print, publish, post, display or
broadcast any notice or advertisement or otherwise advertise the whole or any
part of the Leased Premises for the purpose of any Transfer and it shall not
permit any broker or other person to do any of the foregoing, unless the
complete text and format of any such notice or advertisement is first approved
in writing by the Landlord. Without in any way restricting or limiting the
Landlord's right to refuse any text or format on other grounds, any text or
format proposed by the Tenant shall not contain any reference to the Rent nor to
any proposed rent sought by the Tenant of and for the Leased Premises.

SECTION 10.05 - CORPORATE OWNERSHIP

                  If the Tenant is a corporation or partnership or if the
Landlord has consented to a Transfer to a corporation or a partnership, any
actual or proposed Change of Control in such corporation (other than that
occurring as the result of trading in shares listed upon a recognized stock
exchange o o o ) or partnership shall be deemed to be A Transfer and subject to
all of the provisions of this Article X.

                  The Tenant shall make available to the Landlord, or its
representatives, . . .  THOSE of its corporaTE or partnership books and records,
as the case may be, AS ARE NECESSARY for inspection at all reasonable times, to
enable the Landlord to ascertain whether there has been any Change of Control of
the Tenant from time to time. Similarly, any Indemnifier shall make the same
information available to the Landlord in respect of its records and, if there
shall be a Change of Control of the Indemnifier the Landlord may terminate this
Lease upon notice to the Tenant unless it consents to such Change of Control.

                  For the purposes of this Section, "Change of Control" means
the transfer or issue by sale, assignment, transmission on death, encumbrance,
issuance from treasury, operation of law or otherwise, of any shares, voting
rights or interest which would result in any change in the identity of the
person or entity exercising, or who might exercise, effective control of the
corporation or partnership and, in the case of a partnership, includes a change
in any of its partners.

SECTION 10.06 - ASSIGNMENT BY THE LANDLORD

                  The Landlord, at any time and from time to time, may sell,
transfer, lease, assign or otherwise dispose of the whole or any part of its
interest in the Complex, and at any time and from time to time may enter into
any Mortgage of the whole or any part of its interest in the Complex. If the
party acquiring such interest shall have agreed, so long as it holds such
interest, to assume and to perform each of the covenants, obligations and
agreements of the Landlord under this Lease in the same manner and to the same
extent as if originally named as the Landlord in this Lease, the Landlord shall
thereupon be released from all of its covenants and obligations under this
Lease.

                       ARTICLE XI - ACCESS AND ALTERATIONS

SECTION 11.01 - RIGHT OF ENTRY

                  The Landlord and its agents have the right to enter the Leased
Premises at all times DURING REGULAR BUSINESS HOURS, EXCEPT IN THE CASE OF
EMERGENCY IN WHICH CASE THE LANDLORD MAY ENTER THE LEASED PREMISES AT ANY TIME,
to examine the same and to make such repairs, alterations, changes, checks,
adjustments, calibrations, improvements or additions to the Leased Premises or
the Complex or any part thereof or systems therein or any adjacent to the Leased
Premises. The Tenant shall not obstruct any pipes, conduits, ducts, mechanical
shafts or electrical equipment so as to prevent reasonable access thereto.

SECTION 11.02 - RIGHT TO SHOW LEASED PREMISES

                  The Landlord and its agents have the right to enter the Leased
Premises at all times during Business Hours to show them to prospective
purchasers, lessees or Mortgagees and during the . . . NINE (9) months prior to
tHE expiration of the Term, the Landlord may place upon the Leased Premises the
usual "For Rent" notices which the Tenant shall permit to remain thereon without
molestation or complaint.

SECTION 11.03 - ENTRY NOT FORFEITURE

                  No entry into the Leased Premises or anything done therein by
the Landlord pursuant to a right granted by this Lease shall constitute a breach
of any covenant for quiet enjoyment, or (except where expressed by the Landlord
in writing) shall constitute a re-entry or forfeiture, or any actual or
constructive eviction. The Tenant shall have no claim for injury, damages or
loss suffered as a result of any such entry or thing done by the Landlord unless
such injury, damage or loss is due to, as a result of or arising from the
negligence of the Landlord or those for whom it is responsible in law. The Rent
required to be paid pursuant to this Lease shall not abate or be reduced due to
loss or interruption of business of the Tenant or otherwise while any repairs,
alterations, changes, adjustments, improvements or additions permitted by this
Lease are being made by the Landlord.




                                 Page 29 of 57
<PAGE>   31

SECTION 11.04 - LANDLORD'S COVENANT FOR QUIET ENJOYMENT

                  The Landlord hereby agrees to perform or cause to be performed
all of the obligations of the Landlord under this Lease, and further agrees that
if the Tenant pays the Basic Rent and Additional Rent and continuously performs
all its obligations under this Lease, the Tenant shall, subject to the terms and
conditions of this Lease, peaceably possess and enjoy the Leased Premises
throughout the Term without any interruption or disturbance from the Landlord or
any other person or persons lawfully claiming by, through or under the Landlord.

SECTION 11.05 - TENANT ACCESS

                  SUBJECT TO THE LANDLORD'S SECURITY REQUIREMENTS AND
EMERGENCIES, THE TENANT SHALL HAVE THE RIGHT TO ACCESS THE LEASED PREMISES
DURING THE TERM FOR 24 HOURS PER DAY, 365 DAYS PER YEAR, SUBJECT TO THE TERMS OF
THIS LEASE.

          ARTICLE XII - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION

SECTION 12.01 - STATUS STATEMENT

                  Within ten (10) days after request by Notice therefor by the
Landlord, the Tenant shall deliver, in a form supplied by the Landlord, a status
statement or a certificate to the Landlord, or to any Mortgagee or to any
proposed Mortgagee or purchaser, or as the Landlord may otherwise direct stating
(if such is the case):

         (a)      that this Lease is unmodified and in full force and effect (or
                  if there have been modifications, that this Lease is in full
                  force and effect as modified and identifying the modification
                  agreements);

         (b)      the Commencement Date;

         (c)      the date to which Basic Rent and Additional Rent have been
                  paid under this Lease and the particulars of any prepaid Rent
                  and security deposit held by the Landlord;

         (d)      whether there is any other existing or alleged default by
                  either party under this Lease with respect to which a notice
                  of default has been served and if there is any such default,
                  specifying the nature and extent thereof;

         (e)      whether there are any defences or counterclaims against
                  enforcement of the obligations to be performed by the Tenant
                  under this Lease;

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

         (g)      any other information that the Landlord or any Mortgagee or
                  proposed Mortgagee may reasonably request.

SECTION 12.02 - GROUND LESSOR, SUBORDINATION . . . ,  ATTORNMENT AND
                NON-DISTURBANCE

                  It is a condition of this Lease and the Tenant's rights
granted hereunder that this Lease and all of the rights hereunder are and shall
at all times be subject and subordinate to any and all Mortgages from time to
time in existence against the Lands. Upon request, the Tenant shall subordinate
the Lease and all of its rights hereunder in such form as the Landlord
reasonably requires to any and all Mortgages, and to all advances made or
hereafter to be made upon the security thereof and, if requested, the Tenant
shall attorn to the holder thereof. Any subordination will provide that the
rights of the Tenant under this Lease shall not be interfered with so long as
the Tenant is not in default hereunder. The form of such subordination shall be
as required by the Landlord or any Mortgagee. NOTWITHSTANDING THE FOREGOING, THE
TENANT SHALL NOT BE REQUIRED TO SUBORDINATE THE LEASE AND ALL OF ITS RIGHTS
HEREUNDER TO ANY AND ALL FUTURE MORTGAGES (BEING REGISTERED ON TITLE TO THE
COMPLEX SUBSEQUENT TO THE DATE OF THIS LEASE), AND TO ALL ADVANCES TO BE MADE
THEREAFTER UPON THE SECURITY THEREOF AND, IF REQUESTED, TO ATTORN TO THE HOLDER
THEREOF, UNLESS SUCH FUTURE MORTGAGEE EXECUTES A NON-DISTURBANCE AGREEMENT IN
FAVOUR OF THE TENANT.

                  UPON EXECUTION OF THIS LEASE BY THE TENANT AND UPON THE
TENANT'S WRITTEN REQUEST, THE LANDLORD SHALL USE REASONABLE EFFORTS TO OBTAIN IN
FAVOUR OF THE TENANT, A NON-DISTURBANCE AGREEMENT FROM ANY MORTGAGEE REGISTERED
ON TITLE TO THE COMPLEX AS AT THE DATE OF THIS LEASE.

SECTION 12.03 - ATTORNEY

                  The Tenant irrevocably constitutes the Landlord, its agent and
attorney for the purpose of executing any agreement, certificate, attornment or
subordination required by this Lease if the Tenant fails to execute and deliver
such documents within ten (10) days after request by the Landlord.




                                 Page 30 of 57
<PAGE>   32
SECTION 12.04 - FINANCIAL INFORMATION

                   INTENTIONALLY DELETED.

SECTION 12.05 - ACKNOWLEDGEMENT OF TITLE

                  The Tenant acknowledges that its interest under this Lease is
subject to:

         (a)      covenants, restrictions, easements, agreements and
                  reservations of record, and any easements, licences,
                  rights-of-way and cost sharing arrangements and agreements
                  respecting the same hereafter made in connection with the
                  provision of access or services to the Complex or otherwise in
                  connection with the Common Facilities and which may affect the
                  Landlord's title;

         (b)      all laws, by-laws, ordinances, regulations and orders of the
                  City of Toronto, Province of Ontario and Government of Canada,
                  and of all statutory commissions, boards and bodies having
                  jurisdiction over the Leased Premises;

         (c)      the condition of the Landlord's title existing at the date
                  hereof; and

         (d)      municipal realty taxes, local improvement rates, duties,
                  assessments, water and sewer rates and other impositions
                  accrued or unaccrued.

                             ARTICLE XIII - DEFAULT

SECTION 13.01 - RIGHT TO RE-ENTER

                  If and whenever:

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

         (b)      the Tenant fails to observe or perform any other of the terms,
                  covenants or conditions of this Lease to be observed or
                  performed by the Tenant (other than the terms, covenants or
                  conditions set out below in subparagraphs (c) to (l),
                  inclusive, for which no Notice shall be required), provided
                  the Landlord first gives the Tenant . . . FIFTEEN (15) Days
                  (or such shorter period of time as is otherwise provided
                  herein) Notice of any such failure to perform and the Tenant
                  within such period of . . . FIFTEEN (15) days (or such shorter
                  period, as aforesaid) fails to commence diligently and,
                  thereafter, to proceed diligently to cure any such failure to
                  perform; or

         (c)      the Tenant or any agent of the Tenant falsifies any report or
                  statement required to be furnished to the Landlord pursuant to
                  this Lease; or

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

         (e)      a receiver or a receiver and manager is appointed for all or a
                  portion of the property of the Tenant, any Indemnifier or any
                  such occupant, licensee, concessionaire or franchisee or a
                  material adverse change in the financial status of the
                  Indemnifier occurs; or

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

         (g)      the Tenant makes a sale in bulk of any of its assets wherever
                  situate (other than a bulk sale made pursuant to a permitted
                  Transfer hereunder OR TO A PERMITTED TRANSFEREE and pursuant
                  to the BULK SALES ACT of Ontario); or

         (h)      the Tenant abandons or attempts to abandon the Leased Premises
                  or sells or disposes of a substantial part of the trade
                  fixtures, goods and chattels of the Tenant or removes them
                  from the Leased Premises; or

         (i)      the Leased Premises become and remain vacant WITHOUT THE
                  LANDLORD'S PRIOR CONSENT for a period of GREATER THAN . . .
                  SEVEN (7) consecutive BUSINESS days or are used by any persons
                  other than such as are entitled to use them hereunder; or

         (j)      the Tenant purports to make a Transfer, except in a manner
                  permitted by this Lease; or




                                 Page 31 of 57
<PAGE>   33
         (k)      this Lease or any of the Tenant's assets are taken under any
                  writ of execution; or

         (l)      re-entry is permitted under any other terms of this Lease.

then and in every such case, the Landlord, in addition to any other rights or
remedies it has pursuant to this Lease or by law, has the immediate right of
re-entry upon the Leased Premises and it may repossess the Leased Premises and
enjoy them as of its former estate and may expel all persons and remove all
property from the Leased Premises and such property may be removed and sold or
disposed of by the Landlord as it deems advisable or may be stored in a public
warehouse or elsewhere at the cost and for the account of the Tenant, all
without service of notice or resort to legal process and without the Landlord
being considered guilty of trespass or becoming liable for any loss or damage
which may be occasioned thereby.

SECTION 13.02 - RIGHT TO RE-LET

                  If the Landlord elects to re-enter the Leased Premises as
herein provided or it takes possession pursuant to legal proceedings or pursuant
to any notice provided for by law, it may either terminate this Lease or it may
from time to time without terminating this Lease, make such alterations and
repairs as are necessary to re-let the Leased Premises or any part thereof for
such term or terms (which may be for a term extending beyond the Term) and at
such rent and upon such other terms, covenants and conditions as the Landlord in
its sole discretion, acting reasonably, considers advisable. Upon each such
reletting, all rent received by the Landlord from such re-letting shall be
applied, first, to the payment of any indebtedness other than Basic Rent or
Additional Rent due hereunder from the Tenant to the Landlord; second, to the
payment of any brokerage fees and legal fees and of costs of such alterations,
repairs and re-letting (including tenant inducements); third, to the payment of
Basic Rent and Additional Rent due and unpaid hereunder; and the residue, if
any, to the extent applicable to any period of time within the Term, shall be
held by the Landlord and applied in payment of future rent as the same becomes
due and payable hereunder. If such rent to be received from such re-letting
during any month is less than that to be paid during that month by the Tenant
hereunder, the Tenant shall pay any such deficiency which shall be calculated
and paid monthly in advance on or before the first day of each and every month.
No such re-entry or taking possession of the Leased Premises by the Landlord
shall be construed as an election on its part to terminate this Lease unless a
Notice of such intention is given to the Tenant. Notwithstanding any such
re-letting without termination, the Landlord may at any time thereafter elect to
terminate this Lease for such previous breach.

SECTION 13.03 - TERMINATION

                  If the Landlord at any time terminates this Lease for any
breach, in addition to any other remedies it may have, it may recover from the
Tenant all damages it incurs by reason of such breach, including the cost of
recovering the Leased Premises, legal fees (on a solicitor and his client basis)
and including the worth at the time of such termination of the excess, if any,
of the amount of Basic Rent, Additional Rent and charges equivalent to the Basic
Rent, Additional Rent and other charges required to be paid pursuant to this
Lease for the remainder of the stated Term over the then reasonable rental value
of the Leased Premises for the remainder of the stated Term (less an allowance
for a reasonable time to re-lease the Leased Premises and any costs which would
normally be incurred to re-lease the Leased Premises, including without
limitation brokerage fees and legal expenses) all of which amounts shall be
immediately due and payable by the Tenant to the Landlord.

SECTION 13.04 - ACCELERATED RENT

                  In any of the events referred to in Section 13.01, in addition
to any and all other rights available to the Landlord, the full amount of the
current month's instalment of Basic Rent and of all Additional Rent for the
current month, together with the next . . . THREE (3) months' instalments of
Basic Rent and of all Additional Rent for the next . . . THREE (3) months, all
of which shall be deemed to be accruing due on a day-to-day basis, shall
immediately become due and payable as accelerated rent, and the Landlord may
immediately distrain for the same, together with any arrears then unpaid.

SECTION 13.05 - EXPENSES

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

                  IF LEGAL ACTION IS BROUGHT BY THE TENANT IN CONNECTION WITH A
BREACH BY THE LANDLORD OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS
LEASE, AND SUCH BREACH IS ESTABLISHED, THE LANDLORD SHALL PAY TO THE TENANT ALL
EXPENSES INCURRED BY THE TENANT AS A RESULT OF SUCH BREACH, INCLUDING LEGAL FEES
(ON A SOLICITOR AND CLIENT BASIS).


<PAGE>   34


SECTION 13.06 - WAIVER OF EXEMPTION FROM DISTRESS

                  The Tenant hereby agrees with the Landlord that
notwithstanding anything contained in Section 30 of Chapter L.7 of the Revised
Statutes of Ontario, 1990, or any Statute subsequently passed to take the place
of or amend the said Act, none of the goods and chattels of the Tenant at any
time during the continuance of the Term on the Leased Premises shall be exempt
from levy by distress for Basic Rent or Additional Rent in arrears and the
Tenant waives any




                                 Page 32 of 57
<PAGE>   35

such exemption. If any claim is made for such exemption by the Tenant or if a
distress is made by the Landlord, this provision may be pleaded as an estoppel
against the Tenant in any action brought to test the right of the Landlord to
levy such distress.

SECTION 13.07 - LANDLORD MAY CURE TENANT'S DEFAULT OR PERFORM TENANT'S COVENANTS

                  If the Tenant fails to pay when due any amounts or charges
required to be paid pursuant to this Lease, the Landlord after giving five (5)
days' Notice to the Tenant may, but shall not be obligated to, pay all or any
part of the same. If the Tenant is in default in the performance of any of its
covenants or obligations hereunder (other than the payment of Basic Rent,
Additional Rent or other sums required to be paid pursuant to this Lease), the
Landlord may, but shall not be obligated to, from time to time after giving such
Notice as it considers sufficient (or without notice in the case of an
emergency) having regard to the circumstances applicable, perform or cause to be
performed any of such covenants or obligations, or any part thereof, and for
such purpose may do such things as may be required, including, without
limitation, entering upon the Leased Premises and doing such things upon or in
respect of the Leased Premises or any part thereof as the Landlord reasonably
considers requisite or necessary. All expenses incurred and expenditures made
pursuant to this Section 13.07 including the Landlord's overhead in connection
therewith plus a sum equal to twenty-five per cent (25%) thereof shall be paid
by the Tenant as Additional Rent forthwith upon demand.

SECTION 13.08 - ADDITIONAL RENT

                  If the Tenant is in default in the payment of any amounts or
charges required to be paid pursuant to this Lease, they shall, if not paid when
due, be collectible as Additional Rent forthwith on demand, but nothing herein
contained is deemed to suspend or delay the payment of any amount of money at
the time it becomes due and payable hereunder, or limit any other remedy of the
Landlord. The Tenant agrees that the Landlord may, at its option, apply or
allocate any sums received from or due to the Tenant against any amounts due and
payable hereunder in such manner as the Landlord sees fit. All such monies
payable to the Landlord hereunder shall bear interest at a rate per annum which
is five (5) percentage points in excess of the Bank Rate calculated on a daily
basis from the time such sums become due until paid by the Tenant.

SECTION 13.09 - REMEDIES GENERALLY

                  Mention in this Lease of any particular remedy of the Landlord
in respect of the default by the Tenant does not preclude the Landlord from any
other remedy in respect thereof, whether available at law or in equity or by
statute or expressly provided in this Lease. No remedy shall be exclusive or
dependant upon any other remedy, but the Landlord may from time to time exercise
any one or more of such remedies generally or in combination, such remedies
being cumulative and not alternative. In the event of a breach or threatened
breach by the Tenant of any of the covenants, provisions or terms hereof, the
Landlord shall have the right to invoke any remedy allowed at law or in equity
(including injunction) as if re-entry and other remedies were not provided for
herein.

SECTION 13.10 - HOLDING OVER

                  If the Tenant shall hold over after the original Term or any
extended term hereof with the consent of the Landlord, such holding over shall
be construed to be a tenancy from month to month only and shall have no greater
effect, any custom, statute, law or ordinance to the contrary notwithstanding.
Such month-to-month tenancy shall be governed by the terms and conditions
hereof, notwithstanding any statutory provision or rule of law to the contrary.
During any such period of holding over, whether with the consent of the Landlord
or not, the Tenant shall be required to pay the monthly Basic Rent payable
during the month immediately preceding the expiration or termination of this
Lease times . . . ONE POINT FIVE (1.5), plus all Additional Rent payable
hereunder. The rights of the Landlord under this section shall be in addition to
all other remedies available to the Landlord under this Lease or otherwise at
law or in equity arising as a result of such holding over.

SECTION 13.11 - NO WAIVER

                  The failure of the Landlord to insist upon a strict
performance of any of the covenants and provisions herein contained shall not be
deemed a waiver of any rights or remedies that the Landlord may have and shall
not be deemed a waiver of any subsequent breach or default in the covenants and
provisoes herein contained.

                           ARTICLE XIV - MISCELLANEOUS

SECTION 14.01 - RULES AND REGULATIONS

                  The Rules and Regulations adopted and promulgated by the
Landlord from time to time acting reasonably including, without limitation,
those set out in Schedule "C" attached, are hereby made a part of this Lease as
if they were embodied herein, and the Tenant shall comply with and observe the
same. The Rules and Regulations may differentiate between the different types of
business in the Building and the Complex, but the Rules and Regulations will be
adopted and promulgated by the Landlord acting reasonably and in such manner as
would a prudent landlord of a reasonably similar commercial development. Failure
by the Tenant to keep and observe any of the Rules and Regulations now or from
time to time in force constitutes a default under this Lease in such manner as
if the same were contained herein as covenants. The Landlord reserves the right
from time to time to amend or supplement the Rules and Regulations applicable to
the Leased Premises or the Building as in the Landlord's judgement acting
reasonably are




                                 Page 33 of 57
<PAGE>   36

needed from time to time for the safety, care, cleanliness and more efficient
operation of the Building or the Complex and for the preservation of good order
therein. Notice of the Rules and Regulations and amendments and supplements, if
any, shall be given to the Tenant and the Tenant shall thereupon comply with and
observe all such Rules and Regulations, provided that no Rule or Regulation
shall contradict any terms, covenants and conditions of this Lease.

                  The Landlord is not responsible to the Tenant in the event of
non-observance or violation of any of such Rules and Regulations or of the
terms, covenants or conditions of any other lease of the premises in the Complex
and is under no obligation to enforce any such Rules and Regulations or terms,
covenants or conditions.

SECTION 14.02 - SECURITY DEPOSIT

                  . . .  WITHIN TWENTY (20) DAYS FROM THE DATE OF THE TENANT'S
execution of this Lease . . ., THE TENANT SHALL DELIVER TO the Landlord the
Security Deposit. The Security Deposit shall be held by the Landlord with
interest as security for the prompt performance by the Tenant of all of the
terms, covenants, conditions and provisions of this Lease to be kept and
performed by the Tenant during the Term and any tenancy resulting from an
overholding. If at any time any Rent or any tax as described in section 2.05
shall be overdue, the Landlord may, at its option, appropriate and apply all or
any portion of the Security Deposit to the payment of such Rent or tax. In
addition, if the Tenant defaults in the performance of any of the terms,
covenants, conditions or provisions of this Lease, then the Landlord may, at its
option, appropriate and apply all or any part of the Security Deposit on account
of any losses or damages as sustained by the Landlord as a result of such
default. If all or any part of the Security Deposit is appropriated and applied
by the Landlord, then the Tenant shall, within three (3) days after . . .
WRITTEN NOTICE from the Landlord, remit to the Landlord a sufficient amount to
restore the Security Deposit to the original sum deposited. If the Tenant
complies with all the terms, covenants, conditions and provisions of this Lease
and promptly pays all Rent and other amounts and remits all tax as herein
provided when due, the Security Deposit shall be returned in full with interest
to the Tenant within thirty (30) days after the later of the end of the Term or
the Tenant vacating the Leased Premises. The Landlord may deliver the Security
Deposit, or such portion thereof remaining on hand to the credit of the Tenant,
to any purchaser, mortgagee or assignee of the Landlord's interest in the Leased
Premises or this Lease and thereupon the Landlord shall be and is hereby
discharged from any further liability with respect to the Security Deposit.

SECTION 14.03 - PEST CONTROL

                  At the Landlord's option, the Landlord may enter into a
service contract for the control and extermination of pests and vermin providing
for regular inspections and spraying of the Leased Premises and other premises
in the Complex in order to control pests and vermin in accordance with all
applicable laws, by-laws, ordinances and regulations of any governmental or
other authority having jurisdiction. The Landlord and the holder of such service
contract from time to time shall have a right to enter the Leased Premises at
all reasonable times for the purposes of performing such service contract in
accordance with Article XI of this Lease. All costs incurred by the Landlord
under such service contract shall be included in Office Section Operating Costs.

SECTION 14.04 - OBLIGATIONS AS COVENANTS

                  Each obligation or agreement of the Landlord or the Tenant
expressed in this Lease, even though not expressed as a covenant, is considered
to be a covenant for all purposes.

SECTION 14.05 - AMENDMENTS AND SUPPLEMENTARY LEASE PROVISIONS

                  This Lease shall not be modified or amended except by an
instrument in writing of equal formality herewith and signed by the parties
hereto or by their permitted successors or assigns. Each of the Landlord and
Tenant agrees that, if a Schedule "F" is annexed to this Lease, the terms and
provisions thereof shall be binding upon the parties hereto as part of the
Lease.

SECTION 14.06 - CERTIFICATES

                  The following certificates shall be conclusive and binding
upon the parties to this Lease in respect of any question of fact or opinion in
dispute with respect to the matters stipulated:


<PAGE>   37


         (a)      a certificate procured by the Landlord from an architect,
                  professional engineer, quantity surveyor or other individual
                  qualified in the Landlord's sole opinion, and who may be an
                  employee of the Landlord, as to the Rentable Area or the
                  Useable Area of the Leased Premises, or the Total Office
                  Section Rentable Area, any question of fact concerning the
                  completion of any construction or other work either by the
                  Landlord or the Tenant, the extent to which the completion of
                  any such work has been delayed by Unavoidable Delay, the time
                  necessary to complete repairs, the allocation of insurance
                  proceeds, whether the Complex or any part thereof is being
                  kept in good repair, order and condition as required by this
                  Lease, the determination or allocation of any costs of
                  Utilities, the appropriateness of costs and expenses included
                  in Office Section Operating Costs and Utilities Charge, the
                  allocation of Taxes to the Leased Premises, the aggregate of
                  the cost of the Complex and the costs of additional
                  improvements of a capital nature, the cause of any destruction
                  or damage, the extent to which rentable premises or any area
                  in the Complex or Building are incapable of being used for
                  their intended purposes by reason of any destruction or
                  damage; and



                                 Page 34 of 57
<PAGE>   38

         (b)      a certificate procured by the Landlord from a licensed public
                  accountant, who may be the Landlord's auditor or employee, as
                  to any question of fact or opinion concerning the computation
                  of Taxes, Office Section Operating Costs and Utilities Charge
                  and the proper amount of any payment to the Landlord or the
                  Tenant under this Lease.

                  Any certificate procured by the Landlord shall be prepared
using generally accepted practices and procedures appropriate to such
certificate.

SECTION 14.07 - TIME

                  Time shall in all respects be of the essence of this Lease.

SECTION 14.08 - SUCCESSORS AND ASSIGNS

                  This Lease and everything contained shall extend to and bind
and enure to the benefit of the Landlord and its successors and assigns and the
Tenant and the Indemnifier, if any, and their respective heirs, executors,
administrators, successors and permitted assigns. No rights shall enure to the
benefit of any transferee unless the provisions of Article X hereof relevant to
such transferee are complied with.

SECTION 14.09 - GOVERNING LAW

                  This Lease shall be construed and governed by the laws of the
Province of Ontario.

SECTION 14.10 - HEADINGS

                  The Section numbers, article numbers, headings and table of
contents appearing in this Lease are inserted only as a matter of convenience
and in no way define, limit, construe or describe the scope or intent of such
paragraphs or articles of this Lease nor in any way affect this Lease.

SECTION 14.11 - ENTIRE AGREEMENT

                  This Lease and the schedules attached hereto and forming a
part hereof and the Agreement to Lease set forth all the covenants, promises,
agreements, conditions and understandings between the Landlord and the Tenant
concerning the Leased Premises and there are no covenants, promises, agreements,
conditions or understandings, either oral or written, between them, other than
as are herein and therein set forth; for greater certainty, the Tenant
acknowledges that it has not entered into the Agreement to Lease or this Lease
on the basis of any information contained in the promotional brochure for the
Building or the Complex. In the event of a conflict between the provisions of
this Lease and the provisions of the Agreement to Lease, the provisions of this
Lease shall prevail.

SECTION 14.12 - SEVERABILITY

                  If any term, covenant or condition of this Lease or the
application thereof to any person or circumstances shall to any extent be
invalid or unenforceable, the remainder of this Lease or the application of such
term, covenant or condition to persons or circumstances other than those as to
which it is held invalid or unenforceable shall not be affected thereby and each
term, covenant or condition of this Lease shall be valid and enforced to the
fullest extent permitted by law.

SECTION 14.13 - NO OPTION

                  The submission of this Lease for examination does not
constitute a reservation of or option for the Leased Premises and this Lease
becomes effective as a lease only upon execution and delivery thereof by
Landlord and Tenant.

SECTION 14.14 - OCCUPANCY PERMIT

                  Provided further that notwithstanding the Commencement Date of
the Lease as hereinbefore set out, the Tenant shall not be permitted to enter
into possession of the Leased Premises until the Tenant has obtained, at its
sole expense, any required occupancy permit from the proper governmental
authority. The Landlord in its sole discretion may waive this provision,
provided further the Tenant agrees to use its best efforts to obtain same prior
to occupancy.

SECTION 14.15 - PLACE FOR PAYMENTS

                  All payments required to be made by the Tenant herein shall be
made to the Landlord at the Landlord's Address or to such agent or agents of the
Landlord or at such other place as the Landlord shall hereafter from time to
time direct by Notice.



                                 Page 35 of 57
<PAGE>   39

SECTION 14.16 - EXTENDED MEANINGS

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

                  Whenever a statement or provision in this Lease is followed by
words denoting inclusion or example (such as "including" or "such as") and then
a list of, or reference to, specific matters or items, such list or reference
shall not be read so as to limit or restrict the generality of such statement or
provision, even though words such as "without limitation" or "without limiting
the generality of the foregoing" do not precede such list or reference.

SECTION 14.17 - NO PARTNERSHIP OR AGENCY

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

SECTION 14.18 - UNAVOIDABLE DELAY

                  Notwithstanding anything to the contrary contained in this
Lease, if either party hereto is bona fide delayed, or hindered in or prevented
from the performance of, any term, covenant or act required hereunder by reason
of Unavoidable Delay, then performance of such term, covenant or act is excused
for the period of the delay and the party so delayed, hindered or prevented
shall be entitled to perform such term, covenant or act within the appropriate
time period after the expiration of the period of such delay. However, the
provisions of this Section do not operate to excuse the Tenant from the prompt
payment of Basic Rent, Additional Rent or any other payments required by this
Lease.

SECTION 14.19 - REGISTRATION

         (a)      The Tenant hereby covenants and agrees that neither the Tenant
                  nor anyone on the Tenant's behalf or claiming under the Tenant
                  shall register this Lease or any assignment or sublease of
                  this Lease or any document evidencing any interest of the
                  Tenant in the Lease or the Leased Premises. If the covenant
                  contained in this Section 14.19(a) is breached, this Lease and
                  the Term shall, at the option of the Landlord upon Notice to
                  the Tenant, forthwith become forfeited and terminated and the
                  Landlord may thereupon re-enter and repossess the Leased
                  Premises in accordance with Article XIII of this Lease. The
                  Tenant acknowledges that any breach of such covenant may
                  occasion substantial costs to the Landlord. The Tenant shall
                  indemnify the Landlord and save it harmless from and against
                  any loss, claim, action, damages, liability and expenses
                  arising in connection with any breach by the Tenant of such
                  covenant.

         (b)      Notwithstanding Section 14.19(a),if either party intends to
                  register a document for the purpose only of giving notice of
                  this Lease or of any permitted Transfer, then upon request of
                  such party the Landlord shall cause to be executed a short
                  form of this Lease ("Short Form"), and the Tenant shall join
                  therein, solely for the purpose of supporting an application
                  for registration of notice of this Lease or of any permitted
                  Transfers. The form of the Short Form and of the application
                  to register notice of this Lease or of any permitted Transfer
                  shall:

                  (i)      be prepared by the Landlord or its solicitors at the
                           Tenant's expense; and

                  (ii)     only describe the registered owner of the Lands, the
                           Tenant, the Leased Premises, the Commencement Date,
                           the expiration of the Term and any renewal options.

         (c)      The Short Form shall contain a provision whereby the Tenant
                  constitutes and appoints the Landlord or its nominee as the
                  agent and attorney of the Tenant for the purpose of executing
                  any instruments in writing required from the Tenant to give
                  effect to the provisions of Section 12.01 of the Lease,
                  including the right to make application at any time and from
                  time to time register postponements of this Lease or the Short
                  Form in favour of any Mortgage pursuant to Section 12.02. All
                  costs, expenses and taxes necessary to register or file the
                  application to register notice of this Lease or of any
                  permitted Transfer shall be the sole responsibility of the
                  Tenant, and the Tenant will complete any necessary affidavits
                  required for registration purposes, including affidavits
                  necessary to register the power of attorney from time to time
                  as may be required to give effect to this Section.

         (d)      Notwithstanding that the Short Form may be executed and
                  delivered after the execution and delivery of this Lease, none
                  of the terms of this Lease shall be considered to have been
                  superseded thereby or no longer in effect, but rather this
                  Lease shall continue in full force and effect and continue to
                  enure to the benefit of and be binding upon the parties to
                  this Lease. To the extend that the terms of the Short Form are
                  inconsistent with the terms of this Lease, the terms of this
                  Lease shall govern.




                                 Page 36 of 57
<PAGE>   40

SECTION 14.20 - JOINT AND SEVERAL LIABILITY

                  The liability to pay Rent and perform all other obligations
under this Lease of each individual, corporation, group, partnership or business
association signing this Lease or otherwise agreeing to be bound by the terms
hereof and of each partner or member of any such group, partnership or business
association, the partners or members of which are by law subject to personal
liability, shall be deemed to be joint and several (including, in any event, any
person who ceases to be a partner or member or any person who becomes a partner
or member, in each case following the execution of this Lease).

SECTION 14.21 - NAME OF COMPLEX

                  The Landlord may designate, change, alter or remove the name
of the Complex or any part thereof at any time without requiring the Tenant's
consent thereto or incurring any liability to the Tenant thereby.

                  Any trade name or mark adopted by the Landlord for the Complex
shall be used by the Tenant only in association with its business conducted in
or from the Leased Premises and subject to such limitations, regulations and
restrictions as the Landlord may from time to time impose on its use. The Tenant
will not acquire any rights to or interest in any such trade name or mark and
shall cease all use thereof upon ceasing to be a permitted occupant of the
Leased Premises.

SECTION 14.22 - CHANGES IN THE COMPLEX

                  This Lease shall affect only the Lands from time to time
comprising the Building as designated by the Landlord and as such Lands may from
time to time be altered, varied, diminished, enlarged or supplemented by the
Landlord. The Tenant shall, at the request of the Landlord, enter into such
further assurances, releases or other documents as may reasonably be required by
the Landlord to give effect to such alteration, variation, diminution,
enlargement or supplementation, provided such does not unreasonably affect
access to the Leased Premises.

SECTION 14.23 - NOTICES

                  Any Notice herein required or permitted to be given under this
Lease shall be in writing and shall be deemed to have been sufficiently and
effectually given if signed by or on behalf of the party giving the Notice and
personally delivered or mailed by registered prepaid post:

         (a)      in the case of Notice to the Landlord, to it at the Landlord's
                  Address; and

         (b)      in the case of Notice to the Tenant, to it at the Tenant's
                  Address . . ., AND AS A COURTESY ONLY, A COPY TO THE
                  INDEMNIFIER AT THE INDEMNIFIER'S ADDRESS; and

         (c)      in the case of Notice to the Indemnifier (if any) to it at the
                  Indemnifier's Address.

Any such Notice given as aforesaid shall be deemed to have been given, if
delivered, on the date of such delivery or, if mailed, on the fifth day
following the date of such mailing. The Landlord may from time to time by Notice
change the address to which notices to it are to be given. Notwithstanding the
foregoing, during any interruption, threatened interruption or substantial delay
in postal services, any Notice shall be personally delivered. If a copy of any
Notice to the Tenant is to be sent to a second address or to anyone other than
the Tenant, the failure to give any such copy shall not vitiate the delivery of
the Notice to the Tenant.

                        ARTICLE XV - INDEMNITY AGREEMENT

SECTION 15.01 - INDEMNITY

                  In consideration of the Landlord entering into this Lease and
for other good and valuable consideration, (the receipt and sufficiency of which
is hereby acknowledged), the Indemnifier hereby represents, warrants to and
covenants and agrees with the Landlord that:

         (a)      the Indemnifier has the full power and authority to enter into
                  this Lease and agreements under this Lease and to perform its
                  obligations contained herein;

         (b)      the Indemnifier has read and understood this Lease, the Lease
                  is valid and binding on the Indemnifier and enforceable
                  against it in accordance with the terms contained herein;

         (c)      the Tenant will duly perform and observe all of its covenants,
                  obligations and agreements under this Lease and the
                  Indemnifier shall indemnify and hold harmless the Landlord
                  from any loss, damage or injury arising out of or in
                  connection with any default of the Tenant under this Lease;

         (d)      if the Tenant shall default in the performance or observance
                  of any of its covenants, obligations or agreements under this
                  Lease, including but not limited to the payment of Rent, the
                  Indemnifier shall, upon the demand of the Landlord or its
                  agent, perform, observe or cause to be performed or observed
                  such covenant, obligation or agreement;




                                 Page 37 of 57
<PAGE>   41

         (e)      the Indemnifier's obligation under this Section 15.01 is that
                  of a principal obligor and not a mere guarantor or surety, and
                  the Indemnifier shall be jointly and severally liable with the
                  Tenant to the Landlord for the due performance of all the
                  Tenant's covenants, obligations and agreements under this
                  Lease, the Indemnifier hereby expressly waiving any benefits
                  of division and discussion which it may have, it being
                  acknowledged that the Indemnifier has assumed a primary and
                  parallel obligation to the Landlord with the Tenant; if the
                  Tenant shall default in the performance or observance of any
                  of its covenants, obligation or agreements under this Lease,
                  the Landlord shall not be required to proceed against the
                  Tenant or any other person, or to have recourse to or exhaust
                  any security from time to time held by it for the performance
                  or observance of such covenant, obligation or agreement, or to
                  pursue any other remedy which may be available to it before
                  proceeding against the Indemnifier, but shall be entitled to
                  the benefit of this Section 15.01 as soon as such default
                  occurs and may proceed against the Indemnifier as if the
                  Indemnifier were the Tenant under this Lease;

         (f)      this Agreement is and shall be an independent and continuing
                  security to the Landlord for the performance by the Tenant of
                  all terms, covenants, conditions and agreements in this Lease;

         (g)      the covenants, obligations and agreements of the Indemnifier
                  under this Section 15.01 are absolute and unconditional and
                  shall in no way be limited or released and the rights of the
                  Landlord under this Section 15.01 shall in no way be
                  prejudiced or impaired by an act, omission or thing (other
                  than an agreement in writing between the Landlord and the
                  Indemnifier), including but not limited to:

                  (i)      any neglect, delay or forbearance of the Landlord in
                           demanding, requiring or enforcing performance or
                           observance of any of the Tenant's or Indemnifier's
                           covenants, obligations or agreements under this
                           Lease,

                  (ii)     granting any extension of time for performance or
                           observance,

                  (iii)    waiving any performance or observance (except as to
                           the particular performance or observance which has
                           been waived),

                  (iv)     permitting or consenting to any Transfer under
                           Article X,

                  (v)      the bankruptcy, insolvency, dissolution or other
                           liquidation of the Tenant,

                  (vi)     any release or discharge of the Tenant in any
                           receivership, bankruptcy, winding-up or other
                           creditor's proceedings,

                  (vii)    the rejection, repudiation, disaffirmation or
                           disclaimer of this Lease in any such proceeding (and
                           for greater certainty, the covenants, obligations and
                           agreements of the Indemnifier under this Section
                           15.01 shall continue with respect to the periods
                           prior thereto and thereafter as if the Lease had not
                           been rejected, repudiated, disaffirmed or
                           disclaimed),

                  (viii)   any other occurrence which would have the effect at
                           law of terminating the existence or obligations of
                           the Tenant prior to the expiration of the Term
                           (except by the voluntary acceptance by the Landlord
                           of a surrender of the Lease),

                  (ix)     any agreements between the Landlord and the Tenant
                           affecting this Lease or the obligations of the Tenant
                           hereunder, or

                  (x)      any lack or deficiency of notice by the Landlord to
                           the Indemnifier of any default of the Tenant.

         (h)      the Indemnifier shall be liable under this Section 15.01
                  throughout the Term and any overholding thereafter and any
                  renewal of the Lease and such liability shall survive the
                  expiration or sooner termination of the Lease.

                  Upon the occurrence or alleged occurrence of anything
contemplated in Subsections 15.01(g)(v), (vi), (vii) or (viii), the Indemnifier
shall, if required by the Landlord, enter into a new lease with the Landlord for
the balance of the Term and otherwise upon the same terms and conditions as are
contained in this Lease, mutatis mutandis.

SECTION 15.02 - FURTHER ASSURANCES

                  The Indemnifier shall upon demand by the Landlord perform all
acts reasonably required to carry out the intent of this Article XV including,
without limitation, the execution, acknowledgement and delivery of all documents
as the Landlord may from time to time require to carry out the intent of this
Article XV forthwith on demand




                                 Page 38 of 57
<PAGE>   42

SECTION 15.03 - LANDLORD'S REPRESENTATION AND WARRANTIES

                  THE LANDLORD HEREBY REPRESENTS AND WARRANTS THAT:

         (A)      IT IS THE LEGAL OWNER OF THE COMPLEX;

         (B)      IT HAS THE FULL RIGHT AND AUTHORITY TO LEASE THE LEASED
                  PREMISES IN ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED
                  HEREIN;

         (C)      ALL ELECTRICAL, MECHANICAL, HEATING, VENTILATING AND
                  AIR-CONDITIONING, PLUMBING, FIRE SUPPRESSION SYSTEMS AND
                  EQUIPMENT AND ALL OUTSIDE PERMANENT STRUCTURES AND SIDEWALKS
                  ARE IN SUBSTANTIAL COMPLIANCE WITH ALL APPLICABLE LAWS AND
                  REGULATIONS AT THE COMMENCEMENT DATE;

         (D)      THE LANDLORD IS NOT PARTY TO ANY LEASE OR AGREEMENT TO LEASE
                  WITH ANY OTHER PARTY WITH RESPECT TO THE LEASED PREMISES, AND
                  THE LEASED PREMISES ARE NOT SUBJECT TO ANY OTHER AGREEMENT
                  WHICH WOULD HAVE THE AFFECT OF OBLIGING THE LANDLORD TO LEASE
                  OR GRANT ANY RIGHT TO USE THE LEASED PREMISES TO ANY OTHER
                  PARTY;

         (E)      THE LANDLORD'S TITLE TO THE LEASED PREMISES IS SUBJECT ONLY TO
                  THE COVENANT, AGREEMENTS, RESERVATIONS, LIENS, EASEMENTS,
                  RESTRICTIONS, LEASES, NOTICES OF LEASE AND/OR ENCUMBRANCES AS
                  ARE DISCLOSED BY REGISTERED TITLE AND AS HAVE BEEN DISCLOSED
                  TO THE TENANT ("ENCUMBRANCES") AND NONE OF THE ENCUMBRANCES
                  SHALL PROHIBIT THE TENANT FROM USING THE LEASED PREMISES AS
                  SET FORTH IN THIS LEASE;

         (F)      GENERAL OFFICE PURPOSES, AND RELATED USES INVOLVING SOFTWARE
                  SALES AND DEVELOPMENT (NOT AT RETAIL) IS PERMITTED BY THE
                  APPLICABLE ZONING BY-LAW AFFECTING THE LEASED PREMISES; AND

         (G)      TO THE BEST OF THE LANDLORD'S KNOWLEDGE, THE LEASED PREMISES
                  DO NOT CONTAIN HAZARDOUS MATERIAL AS OF THE DATE OF THIS
                  LEASE, BEYOND ANY ACCEPTABLE LIMITS, AS MAY BE PERMITTED BY
                  APPLICABLE LAWS, AND IF DURING THE TERM OR ANY RENEWAL
                  THEREOF, ANY HAZARDOUS MATERIAL, BEYOND ANY ACCEPTABLE LIMITS,
                  NOT INTRODUCED BY THE TENANT IS DISCOVERED WITHIN THE LEASED
                  PREMISES, OR ANY PROVINCIAL, FEDERAL OR MUNICIPAL GOVERNMENTAL
                  AUTHORITY OR AGENCY HAVING JURISDICTION REQUIRES THE REMOVAL
                  OF ANY SUCH HAZARDOUS MATERIAL, WHICH HAZARDOUS MATERIAL WOULD
                  HAVE BEEN REQUIRED TO BE REMOVED IN ACCORDANCE WITH APPLICABLE
                  LAWS EXISTING AS OF THE DATE OF THIS LEASE, THE LANDLORD
                  SHALL, AT THE LANDLORD'S EXPENSE, REMOVE OR TAKE OTHER
                  ACCEPTED ABATEMENT MEASURES WITH RESPECT TO SUCH HAZARDOUS
                  MATERIAL IN COMPLIANCE WITH OR AS REQUIRED BY ALL APPLICABLE
                  LAWS AND REGULATIONS.

                  THE LANDLORD AGREES TO DEFEND, INDEMNIFY AND SAVE THE TENANT
HARMLESS FROM AND AGAINST ANY INJURIES, CLAIMS, ACCIDENTS, DAMAGES, LIABILITIES
AND REASONABLE EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING OUT OF ANY
BREACH OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE
LANDLORD DESCRIBED IN THIS SECTION 15.03 OF THIS LEASE. . . .





                                 Page 39 of 57
<PAGE>   43
                  IN WITNESS WHEREOF the Landlord, the Tenant and the
Indemnifier have executed this Lease.

                                    LANDLORD:



                                    THE ATRIUM ON BAY INC.



                                    By: /s/ Don Kile
                                        ----------------------------------------
                                        Name:  Don Kile
                                        Position:  Senior Vice-President



                                    I have authority to bind the Corporation

                                    TENANT:
                                    DALEEN CANADA CORPORATION



                                    By: /s/ Stephen Wagman
                                        ----------------------------------------
                                        Name:  Stephen Wagman
                                        Position:  Secretary



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Position:


                                    I/We have authority to bind the Corporation



                                    INDEMNIFIER:
                                    DALEEN TECHNOLOGIES INC.

                                    By: /s/ Stephen Wagman
                                        ----------------------------------------
                                        Name:  Stephen Wagman
                                        Position:  Executive Vice President,
                                                   Corporate Development
                                                   and Secretary



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Position:

                                    I/We have authority to bind the Corporation




                                 Page 40 of 57
<PAGE>   44
                        SCHEDULE "A" - LEGAL DESCRIPTION

PARCEL 23-1, SECTION A-2A

In the City of Toronto, Municipality of Metropolitan Toronto, being composed of
Lots 6, 7, 8 and 9, south side of Edward Street, and parts of Lots 10, 11, and
12, south side of Edward Street, according to Plan 243, registered in the Land
Registry Office for the Registry Division of Toronto, and Lots 24, 25, 26, 27,
28 and 29, north side of Dundas Street, and parts of Lots 23 and 34, north side
of Dundas Street, according to Plan 2A, registered in the said Land Registry
Office, all designated as Parts 4, 5, 7, 8, 9, 10 and 11, Reference Plan
66R-14021, deposited in the said Land Registry Office.

The Boundaries of the north side of Dundas Street West, of the south side of
Edward Street and of the east side of Bay Street have been confirmed by
BOUNDARIES ACT Plan BA-1773, registered in the said Land Registry Office as
Instrument CT-421043.

PARCEL 4-1, SECTION A-2A

In the City of Toronto, Municipality of Metropolitan Toronto, being composed of
Lot 4, on the west side of Yonge Street, on Plan 2-A (Toronto), being Parcel
4-1, Section A-2A, designated as Part 1 on Reference Plan 66R-17427.

Together with a right-of-way over Part of Lot 3, Plan 2-A, designated as Part 2
on Reference Plan 66R-17427.

PARCEL 30-2, SECTION A-2A

In the City of Toronto, Municipality of Metropolitan Toronto, being composed of:
Lots 1 and 2, west side of Yonge Street; Lots 1, 2, 3, 4 and 5, south side of
Edward Street and part of Lots 10 and 11, south side of Edward Street, according
to Plan 243 registered in the Land Registry Office for the Registry Division of
Toronto; and Lots 30, 31, 32 and 33, north side of Dundas Street, and part of
Lot 34, north side of Dundas Street, according to Plan 2A registered in the said
Land Registry Office; all designated as Parts 1, 2, 3 and 6, Reference Plan
66R-14021, deposited in the said Land Registry Office.

The Boundaries of the north side of Dundas Street West, of the south side of
Edward Street and of the west side of Yonge Street have been confirmed by
BOUNDARIES ACT Plan BA-1773, registered in the said Land Registry Office as
Instrument CT-421043.




                                 Page 41 of 57
<PAGE>   45
                           SCHEDULE "B-1" - FLOOR PLAN

                   THIRD FLOOR PORTION OF THE LEASED PREMISES

                  The Floor Plan is for identification purposes only and is not
to be interpreted as being a representation or warranty on the part of the
Landlord as to the exact location, configuration and layout.

       [A diagram that identifies a portion of the third floor that forms
                         part of the Leased Premises.]



INITIALLED FOR IDENTIFICATION:



THE ATRIUM ON BAY INC.                        DALEEN CANADA CORPORATION

/s/  Don Kile                                 /s/  Stephen Wagman
----------------------------------            ----------------------------------
                                                   EXECUTIVE VICE PRESIDENT,
                                                   CORPORATE DEVELOPMENT





                                 Page 42 of 57
<PAGE>   46
                           SCHEDULE "B-2" - FLOOR PLAN

                   FOURTH FLOOR PORTION OF THE LEASED PREMISES

The Floor Plan is for identification purposes only and is not to be interpreted
as being a representation or warranty on the part of the Landlord as to the
exact location, configuration and layout.

       [A diagram that identifies a portion of the fourth floor that forms
                         part of the Leased Premises.]

INITIALLED FOR IDENTIFICATION:


THE ATRIUM ON BAY INC.                        DALEEN CANADA CORPORATION

/s/  Don Kile                                 /s/  Stephen Wagman
----------------------------------            ----------------------------------
                                                   EXECUTIVE VICE PRESIDENT,
                                                   CORPORATE DEVELOPMENT




                                 Page 43 of 57
<PAGE>   47
                      SCHEDULE "C" - RULES AND REGULATIONS

OFFICE PREMISES

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

2.       The Tenant, his agents, servants, contractors, invitees or employees,
         shall not bring in or take out, position, construct, install or move
         any safe, business machine or other heavy office equipment without
         first obtaining the consent in writing of the Landlord. In giving such
         consent, the Landlord shall have the right, in its sole discretion, to
         prescribe the weight permitted and the position thereof and the use and
         design of planks, skids or platforms to distribute the weight thereof.
         All damages done to the Complex by moving or using any such heavy
         equipment or other office equipment or furniture shall be repaired at
         the expense of the Tenant. The moving of all heavy equipment or other
         office equipment or furniture shall occur only between 6:00 o'clock
         p.m. and the following 7:00 o'clock a.m. or any other time consented to
         by the Landlord and the persons employed to move the same in and out of
         the Complex must be acceptable to the Landlord. Safes and other heavy
         equipment will be moved through the halls and corridors only upon steel
         bearing plates. No freight or bulky matter of any description will be
         received into the Complex except through facilities and designated
         doors and at hours designated by the Landlord, acting reasonably and
         under the supervision of the Landlord, and the Tenant shall pay the
         reasonable expense in connection therewith.

3.       All persons entering and leaving the Complex at any time other than
         during Business Hours shall comply with the Landlord's security
         requirements for the Complex.

4.       In connection with any computer-accessed security system for
         after-hours operation which the Landlord may operate from time to time,
         such will result in personnel of the Tenant receiving a computer access
         key-card or being apprised of a personal combination for the purpose of
         access to the Building and/or the Leased Premises, an initial deposit
         may be required from the Tenant for each key-card and charges will be
         made for loss of or changes to key-cards. After Business Hours, no one,
         other than the Landlord's staff or security personnel, will have access
         to the outside entrance doors of the Building other than the main
         entrance. The Landlord shall have absolute control respecting security
         of the Complex.

5.       The Tenant shall advise the Landlord of the names of its personnel who
         are to be issued any such key-card or personal combination and of
         changes thereto forthwith. Should a key or key-card be lost, or should
         a personal combination come to the knowledge of any unauthorized
         person, the Tenant shall forthwith advise the Landlord. The Landlord
         shall not be required to open the entrance door to the Complex or the
         Leased Premises for the purpose of permitting entry therein to any
         person not having a key or key-card that permits access to the Leased
         Premises.

6.       The Tenant shall not place or cause to be placed any additional locks
         or locking device upon any doors of the Leased Premises without the
         approval of the Landlord, and subject to any conditions imposed by the
         Landlord. Additional keys or key-cards must be obtained from the
         Landlord at the cost of the Tenant, and all keys and key-cards must be
         so keyed to integrate with the key or key-card systems of the Complex.

7.       The water closets and other water apparatus shall not be used for any
         purpose other than those for which they were constructed, and no
         sweepings, rubbish, rags, ashes or other substances (other than such
         substances as the water closets and other water apparatus were intended
         to receive) shall be thrown therein and Tenants shall not let the water
         run unless it is in actual use. Any damage resulting from misuse shall
         be borne by the Tenant by whom or by whose agents, servants, or
         employees the same is caused.

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

9.       The Tenant shall permit window cleaners to clean the windows of the
         Leased Premises during normal business hours.

10.      Canvassing, soliciting and peddling in or about the Complex is
         prohibited.

11.      Any hand trucks, carry-alls, or similar appliances used in the Complex
         shall be equipped with rubber tires, side guards and such other
         safeguards as the Landlord shall require.

12.      No animals (other than trained guide-dogs accompanying the
         vision-impaired) or birds shall be brought into the Complex or kept in
         the Leased Premises.




                                 Page 44 of 57
<PAGE>   48

13.      The Tenant shall not install or permit the installation or use of any
         machine dispensing goods for sale in the Leased Premises or the Complex
         SAVE AND EXCEPT FOR A REASONABLE NUMBER OF MACHINES TO BE LOCATED IN
         THE LEASED PREMISES AND TO BE USED SOLELY BY THE TENANT'S EMPLOYEES OR
         VISITORS.

14.      No noise caused by any instrument or other device or otherwise which,
         in the opinion of the Landlord, may be calculated to disturb the other
         tenants of the Complex, shall be permitted.

15.      The Landlord will have the care of all heating and air-conditioning
         apparatus installed by it and give all information for the regulation
         of same.

16.      The Tenant, when closing the Leased Premises in the day or evening,
         shall see that all doors, windows and skylights are closed, thus
         avoiding possible damage from fire, storms, rain or freezing, and shall
         assist in the security of the Leased Premises and Complex.

17.      No Tenant shall do or permit anything to be done in or upon the Leased
         Premises, or bring or keep anything therein, which will in any way
         conflict with the laws relating to fire or with the regulations of the
         Fire Department or the Health Department, or with any of the rules or
         regulations of any governing authority having jurisdiction over the
         Complex.

18.      Each Tenant shall keep the Leased Premises in a good state of
         preservation and cleanliness.

19.      The Tenant shall not place or maintain any supplies, merchandise or
         other articles outside the Leased Premises.

20.      The Tenant shall not place any debris, garbage, trash or refuse or
         permit the same to be placed or left in or upon any part of the Complex
         outside of the Leased Premises except areas designated for such
         purposes, and the Tenant shall not allow any undue accumulation of any
         debris, garbage, trash or refuse in the Leased Premises. If the Tenant
         is using perishable articles or generates wet garbage, the Tenant shall
         provide suitable storage facilities approved by the Landlord in writing
         and remove such garbage at such time or times as required by the
         Landlord. Tenant shall cooperate with any recycling program and
         pre-sort recyclable garbage.

21.      No flammable oils or other flammable, dangerous or explosive materials
         (save those approved in writing by the Landlord's insurers), shall be
         kept or permitted to be kept in the Leased Premises which the
         Landlord's insurers prohibit and, if not prohibited by the Landlord's
         insurers, shall be kept in protective containers.

22.      The Tenant shall not interfere with or obstruct any perimeter heating,
         air-conditioning or ventilating units. The Tenant will cause all blinds
         on exterior windows to be lowered and closed during periods of direct
         sunlight to prevent heat gain in the Leased Premises; consistent
         therewith, at the close of business on any day the blinds on the
         exterior windows on the east and south side of the Leased Premises
         shall be lowered and closed to prevent heat gain on the morning of the
         next day.

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

24.      The parking of automobiles shall be subject to the charges and the
         reasonable regulations of the Landlord. The Landlord shall not be
         responsible for damage to or theft of any car, its accessories or
         contents, whether the same be the result of negligence or otherwise.

25.      If the Tenant desires any electrical or communications wiring, the
         Landlord reserves the right to direct qualified persons as to where and
         how the wires are to be introduced, and without such directions, no
         borings or cuttings for wires shall take place. No other wires or pipes
         of any kind shall be introduced without the prior written consent of
         the Landlord.

26.      The Tenant shall be entitled to have its name upon the directory board
         of the Complex all at the Tenant's expense, but the Landlord shall, in
         its sole discretion, design the style of such identification and
         allocate the space on the directory board for the Tenant.

27.      The Tenant shall not mark, drill into or in any way deface the walls,
         ceilings, partitions, floors, wood, stone or iron work, or any other
         appurtenance to the Leased Premises, EXCEPT FOR HANGING ART WORK.

28.      The Tenant shall permit the cleaning staff to clean the Leased Premises
         after Business Hours.

29.      The Tenant shall take care of the rugs and drapes (if any) and for
         purposes of security, efficiency and uniformity of housekeeping
         standards, any special cleaning, or shampooing required by the Tenant
         shall be performed by the Landlord's cleaning contractor as an
         Additional Service unless otherwise authorized by the Landlord in
         writing.

30.      The Tenant shall permit the periodic closing of lanes, driveways and
         passages for the purpose of preserving the Landlord's rights over such
         lanes, driveways and passages.

31.      The Tenant shall not place or permit to be placed any sign,
         advertisement, notice or other display on any part of the exterior of
         the Leased Premises or elsewhere if such sign, advertisement, notice or
         other display is visible





                                 Page 45 of 57
<PAGE>   49

         from outside the Leased Premises without the prior written consent of
         the Landlord which may be arbitrarily withheld. The Tenant, upon
         request of the Landlord, shall immediately remove any sign,
         advertisement, notice or other display which the Tenant has placed or
         permitted to be placed which, in the opinion of the Landlord, is
         objectionable, and if the Tenant shall fail to do so, the Landlord may
         remove the same at the expense of the Tenant.

32.      The Landlord shall have the right to make such other and further
         reasonable rules and regulations and to alter the same as in its
         judgement may from time to time be necessary for the safety, care,
         cleanliness and appearance of the Leased Premises and the Complex, and
         for the preservation of good order therein, and the same shall be kept
         and observed by the tenants, their employees and servants. The Landlord
         also has the right to suspend or cancel any or all of these rules and
         regulations herein set out.

33.      No one shall attend to replacement of ceiling electric light bulbs,
         tubes or ballasts other than the Landlord. The replacement of same
         shall be effected at times convenient to the Tenant.

34.      No bicycles or other vehicles shall be brought within the Building
         without the consent of the Landlord.

35.      No auction sales shall be allowed to take place in the Leased Premises.

36.      The Tenant shall not permit any cooking or the heating of foods (other
         than by way of microwave) or liquors, or the use of any electrical
         apparatus likely to cause an overloading of electrical circuits in the
         Leased Premises without the written consent of the Landlord.





                                 Page 46 of 57
<PAGE>   50

               SCHEDULE "D" - STANDARD METHOD OF FLOOR MEASUREMENT

1.                GENERAL

                  A single-tenancy office floor means a full floor occupied by
one tenant, and a multi-tenant office floor means a floor occupied or to be
occupied by more than one tenant or a floor with varying uses.

                  The vertical boundaries of the rentable premises shall conform
with those specified in Section 2 of this Schedule for the purpose of
establishing the Rentable Area for single or multi-tenant office floors and the
horizontal boundaries of the rentable premises shall consist of the upper
surface of the concrete slab forming the floor, and the lower surface of the
concrete slab forming the ceiling. The rentable premises shall not include
Common Use Equipment and structural components and the areas which comprise
stairwells (other than stairwells, if any, contained within the rentable
premises, for the exclusive use of the occupant), elevator shafts, flues,
stacks, pipe shafts and vertical ducts.

                  No deductions shall be made for columns and projections within
the Building.

                  Except as otherwise specified herein, the standard method of
floor measurement shall be in accordance with the American National Standard
Method for Measuring Floor Areas in Office Buildings ANSI 565.1 - 1980
(reaffirmed 1989) as published by the Building Owners and Managers Association
International, AND SHALL BE CARRIED OUT BY THE LANDLORD'S ARCHITECT.

2.                RENTABLE AREA

         (a)      RENTABLE AREA OF A SINGLE-TENANCY FLOOR:

                  The Rentable Area and Useable Area of any premises situated on
a single-tenancy office floor shall be the floor area expressed in square feet
of a full floor, computed by measuring, in the case of outer building walls,
from the inside surface of glass in such walls (or the inside surface of the
exterior wall if the wall contains no glass); but excluding from such area the
areas of stairwells (other than those stairwells contained within the premises
of a tenant, for the exclusive use of such tenant), elevator shafts, flues,
stacks, pipe shafts and vertical ducts, the space occupied by mechanical and
service equipment serving more than one floor or level or located in any
building core together with their enclosing walls, measured to the outer
(premises side) surface line of such enclosing walls and, for greater certainty,
without deduction for the elevator lobby, public corridors, if any, washrooms,
electrical rooms, telephone rooms, janitorial rooms and air-conditioning and/or
fan rooms serving only that floor.

         (b)      RENTABLE AREA OF A MULTI-TENANT FLOOR:

                  The Rentable Area of any premises situated on a multi-tenant
office floor or any other floor with varying uses shall be the aggregate of the
following, expressed in square feet:-

                  (i)      the Useable Area, which means the floor area of such
                           premises computed by measuring, in the case of
                           permanent outer building walls, from the inside
                           surface of glass in such walls if the dominant
                           portion of the wall in question is glass (or the
                           inside surface of the outer building wall if the
                           dominant portion of such wall is not glass), and in
                           the case of partitions separating such premises from
                           corridors, from the finished surface of the office
                           side of such partitions, and in the case of
                           partitions separating such premises from adjoining
                           rentable premises, from the centre line of such
                           partitions, and in the case of any other abutting
                           walls or partitions, from the centre line of such
                           walls or partitions; and

                  (ii)     a Pro Rata Share (as hereinafter defined) of the
                           floor area of those areas on any multiple-tenancy
                           office floor which are comprised of public corridors,
                           elevator lobbies, washrooms, janitor closets,
                           electrical closets, telephone, air-conditioning and
                           fan rooms serving only the full floor in question,
                           together with their enclosing walls and access
                           corridors and their enclosing walls, in each case
                           measured to the outer (premises side) surface of such
                           walls.

         (c)      PRO RATA SHARE:

                  Pro Rata Share, for the purpose of determining the Rentable
Area of any premises situated on a multi-tenant office floor, means the fraction
(expressed as a percentage) obtained by dividing the Useable Area of such
premises by the Useable Area of all premises on such multi-tenant office floor
leased or available for lease.

         (d)      TOTAL OFFICE SECTION RENTABLE AREA:

                  The Total Office Section Rentable Area of the Complex is the
sum of the Rentable Area of all areas of the Complex which are rented, or
designated or intended by the Landlord to be rented, for office and includes the





                                 Page 47 of 57
<PAGE>   51

Rentable Area of all office space occupied by the Landlord for the purpose of
carrying on its business generally in contrast to space that it occupies or
utilizes for the purpose of operating or managing the Complex, including
required storage space; and, subject to the foregoing exclusion for certain
space occupied by the Landlord, for the purpose of calculating the Total Office
Section Rentable Area, the Rentable Area of any office tenancy floor will be
calculated as if it were a single-tenancy floor; but the Total Office Section
Rentable Area specifically excludes any Common Facilities other than Common
Facilities located on office floors, mechanical and service equipment floors,
any part of the Parking Garage or any retail, post office, recreational,
day-care, health care or storage areas located at or below the main floor (at
court level) of the Complex.






                                 Page 48 of 57
<PAGE>   52

               SCHEDULE "E" - ACKNOWLEDGEMENT OF COMMENCEMENT DATE

TO:               THE ATRIUM ON BAY INC.
                  (THE "LANDLORD").

AND TO:

  The undersigned Tenant under a certain lease between the undersigned and the
       Landlord dated (the "Lease"), hereby acknowledges and certifies to
                                    you that:

1.       The Commencement Date of the Lease was , 19

2.       We have accepted possession of the Leased Premises pursuant to the
         terms of the Lease and are now in possession thereof.

3.       The Leased Premises have been erected and delivered in accordance with
         the terms of the Lease.

4.       The Leased Premises have been fixtured and our normal business
         operations are being conducted therein.

5.       There has been no violation of any of the terms of the Lease, there is
         no set-off of Rent or any other payment under the Lease, and none of
         the Rent reserved under the Lease has been prepaid.

6.       There is no violation of any of the terms of the Lease either on the
         part of the Landlord or the Tenant.

7.       The Lease is now in full force and effect in accordance with the terms,
         and there are no oral or written modifications, violations or
         alterations thereof.

8.       We have no knowledge of any assignment or subletting of the Lease.

         DATED at        this    day of   , 19   .


                                        TENANT



                                        Per:
                                            ------------------------------------
                                        Title:



                                        Per:
                                            ------------------------------------
                                        Title:




                                        INDEMNIFIER



                                        Per:
                                            ------------------------------------
                                        Title:



                                        Per:
                                            ------------------------------------
                                        Title:




                                 Page 49 of 57
<PAGE>   53
                  SCHEDULE "F" - SUPPLEMENTARY LEASE PROVISIONS

         With reference to the Lease dated the 5TH day of MAY, 2000 made between
THE ATRIUM ON BAY INC., as Landlord, and DALEEN CANADA CORPORATION, as Tenant,
and DALEEN TECHNOLOGIES INC., AS INDEMNIFIER, pertaining to Leased Premises at
Atrium on Bay, and with specific reference to Section 14.05 therein, the
following supplementary provisions shall be a part of the Lease:

1.       GENERAL TO ALL CLAUSES

         Where any provision of any paragraph contained in this Schedule "F" is
         inconsistent with any provision or provisions of this Lease, the
         provision of the paragraph in this Schedule "F" shall govern, and the
         inconsistent provision or provisions of this Lease shall be of no
         effect.

2.       RENT FREE PERIOD

         PROVIDED THAT THE TENANT IS NOT IN DEFAULT UNDER THIS LEASE, THE TENANT
         SHALL NOT BE REQUIRED TO PAY BASIC RENT OR ADDITIONAL RENT FOR THE
         FIRST TWO MONTHS OF THE TERM (THE "RENT FREE PERIOD"). THE TENANT
         SHALL, HOWEVER, BE RESPONSIBLE FOR ANY ADDITIONAL SERVICE COST IN
         ACCORDANCE WITH SECTION 5.02 HEREOF. NOTWITHSTANDING THE FOREGOING, THE
         TENANT ACKNOWLEDGES THAT IT SHALL BE OBLIGATED TO COMPLY WITH ALL OTHER
         TERMS OF THIS LEASE DURING THE RENT FREE PERIOD.

3.       ADVANCE RENT DEPOSIT

         THE LANDLORD ACKNOWLEDGES RECEIPT OF AN ADVANCE RENT DEPOSIT FROM THE
         TENANT IN THE AMOUNT OF $249,980.00 (THE "DEPOSIT"). THE LANDLORD SHALL
         APPLY THE DEPOSIT WITH INTEREST TOWARDS THE BASIC RENT AND ADDITIONAL
         RENT, PLUS G.S.T. PAYABLE HEREUNDER BY THE TENANT PURSUANT TO THIS
         LEASE. o o O

4.       ESTIMATE OF ADDITIONAL RENT

         BASED ON INFORMATION CURRENTLY AVAILABLE TO THE LANDLORD AS OF THE DATE
         OF THIS LEASE, THE LANDLORD'S ESTIMATE OF THE AMOUNT PAYABLE BY THE
         TENANT PURSUANT TO THIS LEASE FOR TAXES, OFFICE SECTION OPERATING COSTS
         AND THE UTILITIES CHARGE FOR THE 2000 LEASE YEAR IS APPROXIMATELY
         $17.34 PER SQUARE FOOT OF RENTABLE AREA OF THE LEASED PREMISES.
         NOTWITHSTANDING SUCH ESTIMATE, THE TENANT SHALL BE RESPONSIBLE FOR
         PAYMENT OF ALL ADDITIONAL RENT AS DETERMINED IN ACCORDANCE WITH THIS
         LEASE.

5.       LANDLORD'S WORK

         THE TENANT SHALL ACCEPT THE LEASES PREMISES IN AN "AS IS", "WHERE IS"
         CONDITION, SAVE AND EXCEPT THAT THE LANDLORD SHALL PERFORM THE
         LANDLORD'S WORK AS DESCRIBED IN SCHEDULE "I" TO THIS LEASE. PROVIDED
         THAT THIS LEASE HAS BEEN EXECUTED AND DELIVERED TO THE LANDLORD BY THE
         TENANT, THE LANDLORD SHALL SUBSTANTIALLY COMPLETE THE LANDLORD'S WORK
         IN A GOOD AND WORKMANLIKE MANNER PRIOR TO THE COMMENCEMENT DATE.

         THE TENANT ACKNOWLEDGES AND AGREES TO ACCEPT THE EXISTING CEILING
         CONDITION RELATING TO THE FOURTH (4TH) FLOOR PORTION OF THE LEASED
         PREMISES.

6.       TENANT'S WORK

         DURING THE FIXTURING PERIOD, THE TENANT SHALL HAVE ACCESS TO THE LEASED
         PREMISES FOR THE PURPOSE OF CONSTRUCTING ITS LEASEHOLD IMPROVEMENTS,
         INSTALLATION OF FURNITURE AND NECESSARY CABLING CONNECTIONS IN THE
         LEASED PREMISES (THE "TENANT'S WORK") PROVIDED THAT THE LANDLORD, ITS
         CONTRACTORS, SUB-CONTRACTORS OR EMPLOYEES SHALL ALSO HAVE ACCESS TO THE
         LEASED PREMISES DURING THE FIXTURING PERIOD IN ORDER TO COMPLETE THE
         LANDLORD'S WORK. DURING THE FIXTURING PERIOD, THE TENANT SHALL NOT BE
         RESPONSIBLE FOR THE PAYMENT OF BASIC RENT OR ADDITIONAL RENT.
         NOTWITHSTANDING THE FOREGOING, DURING THE FIXTURING PERIOD, THE
         LANDLORD SHALL PROVIDE TO THE TENANT AT THE TENANTS'S SOLE EXPENSE, ALL
         NECESSARY BUILDING SERVICES (SUCH AS SERVICE ELEVATOR, UTILITY
         CONSUMPTION AND GARBAGE REMOVAL) TO ENABLE THE TENANT TO CONSTRUCT ITS
         LEASEHOLD IMPROVEMENTS. THE CHARGE TO THE TENANT FOR THE AFORESAID
         BUILDING SERVICES SHALL BE $0.25 PER SQUARE FOOT OF RENTABLE AREA OF
         THE LEASED PREMISES PER MONTH DURING THE FIXTURING PERIOD OR PORTION
         THEREOF DURING WHICH THE TENANT'S WORK IS BEING COMPLETED WHICH SHALL
         BE PAID BY THE TENANT TO THE LANDLORD OR WHICH MAY BE DEDUCTED BY THE
         LANDLORD FROM THE IMPROVEMENT ALLOWANCE, AS HEREINAFTER DEFINED.

         ANY IMPROVEMENTS TO BE MADE TO THE LEASED PREMISES BY THE TENANT SHALL
         BE AT THE TENANT'S SOLE EXPENSE AND SHALL REQUIRE THE LANDLORD'S PRIOR
         WRITTEN APPROVAL (NOT TO BE UNREASONABLY WITHHELD OR DELAYED) AND THE
         APPROVAL OF ANY MUNICIPAL AUTHORITY IF REQUIRED AND THE TENANT'S WORK
         SHALL BE MADE IN ACCORDANCE WITH THE TERMS OF THIS LEASE.




                                 Page 50 of 57
<PAGE>   54
         PRIOR TO COMMENCING THE TENANT'S WORK, THE TENANT SHALL PREPARE AND
         SUBMIT TO THE LANDLORD, FOR THE LANDLORD'S WRITTEN APPROVAL (NOT TO BE
         UNREASONABLY WITHHELD OR DELAYED), PLANS AND SPECIFICATIONS OF THE
         PROPOSED TENANT'S WORK IN ORDER TO MAKE THE LEASED PREMISES READY FOR
         OCCUPANCY. THE TENANT SHALL HAVE THE OPTION TO ACT AS GENERAL
         CONTRACTOR AND/OR PROJECT MANAGER AND/OR HAVE THE RIGHT TO SOLICIT
         COMPETITIVE BIDS FROM UNION AND NON-UNION LABOUR FOR ALL OF THE
         TENANT'S WORK, PROVIDED THAT THE TENANT PROVIDES THE LANDLORD WITH
         REASONABLE PRIOR WRITTEN NOTICE TO SUCH EFFECT PRIOR TO THE
         COMMENCEMENT OF CONSTRUCTION OF THE TENANT'S WORK. PROVIDED THE TENANT
         USES THE LANDLORD'S BASE BUILDING CONSULTANTS FOR REVIEW OF ELECTRICAL
         AND MECHANICAL PLANS, THE TENANT SHALL NOT BE RESPONSIBLE FOR ANY OF
         THE LANDLORD'S COSTS RELATED TO THE LANDLORD'S REVIEW OF SUCH PLANS.
         THE LANDLORD ALSO ACKNOWLEDGES AND AGREES THAT THE TENANT WILL NOT BE
         REQUIRED TO PAY ANY OF THE LANDLORD'S SUPERVISION OR CONSTRUCTION FEES
         DURING THE FIXTURING PERIOD.

         THE TENANT SHALL HAVE THE RIGHT TO USE AND OCCUPY THE LEASED PREMISES
         FOR THE PURPOSE OF ITS BUSINESS PRIOR TO THE COMMENCEMENT DATE,
         PROVIDED THAT THE TENANT DOES NOT INTERFERE WITH THE LANDLORD'S WORK.
         ALL TERMS AND CONDITIONS OF THIS LEASE AND THE AGREEMENT TO LEASE SHALL
         APPLY TO THE TERM OF OCCUPATION PRIOR TO THE COMMENCEMENT DATE SAVE AND
         EXCEPT THAT THE TENANT SHALL NOT BE RESPONSIBLE FOR THE PAYMENT OF
         BASIC RENT, ADDITIONAL RENT OR A UTILITIES CHARGE, BUT SHALL BE
         RESPONSIBLE FOR ANY ADDITIONAL SERVICE COST IN ACCORDANCE WITH SECTION
         5.02 HEREOF.

7.       LEASEHOLD IMPROVEMENT ALLOWANCE

         PROVIDED THAT THE TENANT IS NOT IN DEFAULT UNDER THE AGREEMENT TO LEASE
         OR THIS LEASE, AND PROVIDED THAT THERE ARE NO CONSTRUCTION LIENS
         ATTRIBUTABLE TO THE PERFORMANCE OF THE TENANT'S WORK, REGISTERED
         AGAINST THE COMPLEX, AND PROVIDED THAT THE TENANT HAS EXECUTED THIS
         LEASE, THE LANDLORD SHALL, SUBJECT TO THE HOLDBACK REQUIREMENT, PAY TO
         THE TENANT, AS A LEASEHOLD IMPROVEMENT ALLOWANCE BASED ON PAID
         INVOICES, AN AMOUNT EQUAL TO THE PRODUCT OF TWENTY-FIVE DOLLARS
         ($25.00) AND THE NUMBER OF SQUARE FEET OF RENTABLE AREA OF THE LEASED
         PREMISES (THE "LEASEHOLD IMPROVEMENT ALLOWANCE") PLUS G.S.T, IF
         APPLICABLE AND INVOICED BY THE TENANT. THE LEASEHOLD IMPROVEMENT
         ALLOWANCE SHALL, SUBJECT TO THE HOLDBACK REQUIREMENT, BE PAID, AS
         FOLLOWS:

         (A)      50% ON JULY 1, 2000; AND

         (B)      50% ON AUGUST 15, 2000.

         THE "HOLDBACK REQUIREMENT" MEANS THAT THE LANDLORD SHALL BE ENTITLED TO
         HOLDBACK TEN PERCENT (10%) OF THE LEASEHOLD IMPROVEMENT ALLOWANCE UNTIL
         A DATE WHICH IS FORTY FIVE (45) DAYS AFTER THE LANDLORD RECEIVES
         EVIDENCE FROM THE TENANT SATISFACTORY TO THE LANDLORD, THAT THE TENANT
         HAS SUBSTANTIALLY COMPLETED THE LEASED PREMISES SO THAT THE LEASED
         PREMISES CAN BE USED FOR ITS INTENDED PURPOSE AND THAT THE TENANT HAS
         FULLY PAID FOR ALL WORK, SERVICES AND MATERIALS PERFORMED OR SUPPLIED
         IN CONNECTION WITH THE TENANT'S WORK, AND THE LANDLORD HAS NOT RECEIVED
         ANY NOTICE OF ANY THIRD PARTY CLAIM RELATING THERETO.

         ANY PORTION OF THE LEASEHOLD IMPROVEMENT ALLOWANCE NOT EXPENDED UP TO
         THE AMOUNT OF THE LEASEHOLD IMPROVEMENT ALLOWANCE SHALL BE CREDITED TO
         THE ACCOUNT OF THE TENANT IN THE FORM OF A BASIC RENT ABATEMENT. ANY
         ADDITIONAL COSTS IN EXCESS OF THE AMOUNT OF THE LEASEHOLD IMPROVEMENT
         ALLOWANCE SHALL BE THE SOLE RESPONSIBILITY OF THE TENANT.

8.       PARKING

         THE LANDLORD SHALL LICENCE TO THE TENANT DURING THE TERM, THE USE OF UP
         TO TWENTY (20) UNRESERVED PARKING STALLS IN THE UNDERGROUND PARKING
         GARAGE ON A MONTHLY BASIS, AT THE PREVAILING MARKET RATES ESTABLISHED
         BY THE OPERATOR OF THE PARKING GARAGE FROM TIME TO TIME, (WHICH SHALL
         BE SUBJECT TO THE PERIODIC RATE REVIEWS), PLUS APPLICABLE GOODS AND
         SERVICES TAX. THE RATE FOR THE FIRST YEAR OF THE TERM SHALL NOT EXCEED
         $225.00, PLUS GOODS AND SERVICES TAX AND OTHER APPLICABLE TAXES, PER
         STALL PER MONTH FOR UNRESERVED STALLS. IN THE EVENT THE TENANT WISHES
         TO RELINQUISH ANY OF THE PARKING STALLS, IT SHALL PROVIDE THE LANDLORD
         WITH REASONABLE PRIOR WRITTEN NOTICE. SUBJECT TO AVAILABILITY, AND ON
         REASONABLE PRIOR WRITTEN NOTICE TO THE LANDLORD, THE TENANT MAY PICK UP
         ADDITIONAL PARKING STALLS, ON THE FOREGOING TERMS, SUBJECT TO AN
         OVERALL MAXIMUM OF TWENTY (20) UNRESERVED PARKING STALLS AT ANY TIME.
         IF REQUESTED BY THE LANDLORD, THE TENANT AGREES TO ENTER INTO THE
         LANDLORD'S STANDARD FORM PARKING LICENSE AGREEMENT WITH RESPECT TO THE
         AFORESAID PARKING LICENSES.

9.       SPACE PLAN

         THE LANDLORD SHALL PROVIDE THE TENANT WITH ONE (1) SPACE PLAN OF THE
         LEASED PREMISES AND ONE (1) REVISION OF SAME AT THE LANDLORD'S COSTS TO
         A MAXIMUM COST OF $0.08 PER SQUARE FOOT OF RENTABLE AREA OF THE LEASED
         PREMISES.

10.      OPTION TO EXTEND

         PROVIDED THAT THE TENANT IS NOT IN DEFAULT UNDER THIS LEASE BEYOND
         APPLICABLE CURE PERIODS AND PROVIDED THAT THE TENANT IS ITSELF IN
         OCCUPANCY OF GREATER THAN 75% OF THE LEASED PREMISES, THE TENANT SHALL
         HAVE





                                 Page 51 of 57
<PAGE>   55

         THE PERSONAL OPTION TO EXTEND THE TERM OF THIS LEASE FOR ONE ADDITIONAL
         PERIOD OF FIVE (5) YEARS (THE "EXTENDED TERM"). IN ORDER TO EXERCISE
         ITS OPTION FOR THE EXTENDED TERM THE TENANT MUST GIVE THE LANDLORD
         WRITTEN NOTICE TO SUCH EFFECT NOT LATER THAN TWELVE (12) MONTHS PRIOR
         TO THE EXPIRATION OF THE ORIGINAL TERM. IF THE TENANT EXERCISES SUCH
         OPTION AS AFORESAID, THE TERM OF THIS LEASE SHALL BE EXTENDED ON THE
         FOLLOWING TERMS AND CONDITIONS :

         (A)      THERE SHALL BE NO FURTHER OPTION OR RIGHT TO EXTEND THE TERM
                  OF THIS LEASE AFTER THE EXTENDED TERM;

         (B)      THERE SHALL BE NO TENANT'S IMPROVEMENT ALLOWANCE, CASH
                  ALLOWANCE OR OTHER INDUCEMENT PAYABLE BY THE LANDLORD TO THE
                  TENANT FOR THE EXTENDED TERM;

         (C)      THE ANNUAL BASIC RENT PAYABLE DURING THE EXTENDED TERM SHALL
                  BE THE THEN CURRENT RENTAL RATE FOR EXTENDING TENANTS OF
                  SIMILAR PREMISES IN A SIMILAR BUILDING, ALL ECONOMIC FACTORS
                  BEING CONSIDERED. IF THE LANDLORD AND THE TENANT ARE UNABLE TO
                  AGREE ON THE BASIC RENT PAYABLE DURING THE EXTENDED TERM, AT
                  LEAST SIX (6) MONTHS PRIOR TO THE EXPIRY OF THE ORIGINAL
                  TERM,THEN SUCH RENT SHALL BE DETERMINED BY A SINGLE ARBITRATOR
                  IN ACCORDANCE WITH THE ARBITRATION ACT, 1991 (ONTARIO).

         (D)      THE TENANT WILL TAKE THE LEASED PREMISES DURING THE EXTENDED
                  TERM ON AN "AS IS" AND "WHERE IS" BASIS.

         (E)      THE TENANT SHALL EXECUTE, AT THE LANDLORD'S OPTION, THE
                  LANDLORD'S STANDARD LEASE AMENDING AGREEMENT FOR OFFICE
                  PREMISES IN THE COMPLEX.

         IF THE TENANT FAILS TO EXERCISE ITS OPTION TO EXTEND WITHIN THE TIME
         LIMIT PROVIDED IN THIS PARAGRAPH, THEN SUCH OPTION SHALL BE NULL AND
         VOID AND THE TENANT WILL HAVE NO FURTHER OPTIONS OR RIGHTS TO EXTEND
         WITH RESPECT TO THE LEASED PREMISES. FOR THE PURPOSES OF THIS SECTION
         10, THE "LEASED PREMISES" SHALL BE DEEMED TO INCLUDE THE LEASED
         PREMISES AND ANY ADDITIONAL PREMISES AND ROFO PREMISES LEASED BY THE
         TENANT PURSUANT TO SECTIONS 11 AND 13 OF THIS SCHEDULE "F".

         THE ABOVE OPTION IS PERSONAL TO DALEEN CANADA CORPORATION. ANY
         REFERENCE TO THE TERM "TENANT" IN THIS SECTION 10 OF SCHEDULE "F" TO
         THIS LEASE SHALL MEAN DALEEN CANADA CORPORATION ONLY AND SHALL NOT
         EXTEND TO OR BE EXERCISABLE BY ANY ASSIGNEE, SUBTENANT OR OTHER
         TRANSFEREE OF THE LEASED PREMISES OR THIS LEASE.

11.      RIGHT OF FIRST REFUSAL

         PROVIDED THAT THE TENANT IS NOT IN MATERIAL DEFAULT OF THIS LEASE OR
         THE AGREEMENT TO LEASE, AND FURTHER PROVIDED THAT THE TENANT IS ITSELF
         IN OCCUPANCY OF GREATER THAN 75% OF THE LEASED PREMISES, THE TENANT
         SHALL HAVE THE ONGOING PERSONAL RIGHT OF FIRST REFUSAL, DURING THE TERM
         OR ANY RENEWAL THEREOF, TO LEASE ANY CONTIGUOUS OFFICE SPACE LOCATED ON
         THE THIRD (3RD) FLOOR OF THE BUILDING (THE "ADDITIONAL PREMISES")
         WITHIN THE AREA SHOWN CROSS-HATCHED ON SCHEDULE "G-1", WHICH MAY BECOME
         AVAILABLE FOR LEASE DURING THE TERM OR ANY EXTENSION THEREOF, SUBJECT
         TO THE PRIOR RIGHTS OF EXISTING TENANTS ON SUCH FLOORS. SUCH TENANCY
         SHALL BE ON THE SAME NET EFFECTIVE RENT AND TERMS AND CONDITIONS AS THE
         LANDLORD IS WILLING TO LEASE SUCH PREMISES TO A BONA FIDE THIRD PARTY
         FOR A TERM BEING CO-TERMINOUS WITH THE TERM OF THIS LEASE. THE LANDLORD
         SHALL DELIVER A TRUE COPY TO THE TENANT OF ANY SUCH TERMS AND
         CONDITIONS ON WHICH THE LANDLORD IS WILLING TO OFFER ANY ADDITIONAL
         PREMISES TO A BONA FIDE THIRD PARTY (THE "OFFER"). UPON RECEIPT OF THE
         OFFER, THE TENANT SHALL HAVE THREE (3) BUSINESS DAYS TO EXERCISE THE
         AFORESAID RIGHT OF FIRST REFUSAL BY DELIVERING NOTICE TO THE LANDLORD
         WITHIN SUCH TIME OF THE TENANT'S DESIRE TO EXERCISE SUCH RIGHT. UPON
         DELIVERY OF SUCH NOTICE BY THE TENANT, A BINDING AGREEMENT TO LEASE
         SHALL EXIST BETWEEN THE LANDLORD AND THE TENANT AT THE SAME NET
         EFFECTIVE RENT (USING A 10% DISCOUNT RATE) AND ON THE SAME TERMS AND
         CONDITIONS AS CONTAINED IN THE OFFER AND FOR A TERM WHICH IS
         CO-TERMINOUS WITH THE TERM OF THIS LEASE. UPON EXERCISE OF SUCH RIGHT
         OF FIRST REFUSAL, THE TENANT SHALL ENTER INTO THE LANDLORD'S STANDARD
         FORM OF LEASE AMENDING AGREEMENT WITH RESPECT TO THE ADDITIONAL
         PREMISES WHICH ARE SUBJECT TO THE OFFER, WHICH AGREEMENT SHALL
         INCORPORATE THE TERMS OF THE OFFER.

         IF THE TENANT FAILS TO EXERCISE ITS RIGHT OF FIRST REFUSAL AS
         AFORESAID, THE LANDLORD SHALL BE PERMITTED TO LEASE THE ADDITIONAL
         PREMISES, WHICH ARE SUBJECT TO THE OFFER, TO THE BONA FIDE THIRD PARTY
         ON TERMS AND CONDITIONS AS IT MAY SEE FIT.

         THE ABOVE RIGHT OF FIRST REFUSAL WILL CONTINUE WITH RESPECT TO THE
         BALANCE OF ANY CONTIGUOUS OFFICE SPACE WITHIN THE ADDITIONAL PREMISES
         WHICH HAVE NOT BEEN THE SUBJECT OF AN OFFER.

         THE ABOVE RIGHT OF FIRST REFUSAL IS PERSONAL TO DALEEN CANADA
         CORPORATION. ANY REFERENCE TO THE TERM "TENANT" IN THIS SECTION 11 OF
         SCHEDULE "F" TO THIS LEASE SHALL MEAN DALEEN CANADA CORPORATION ONLY
         AND SHALL NOT EXTEND TO OR BE EXERCISABLE BY ANY ASSIGNEE, SUBTENANT OR
         OTHER TRANSFEREE OF THE LEASED PREMISES OR ADDITIONAL PREMISES, THIS
         LEASE OR ANY OF THE TENANT'S RIGHTS UNDER THIS SECTION 11 OF SCHEDULE
         "F" TO THIS LEASE.




                                 Page 52 of 57
<PAGE>   56
12.      RIGHT TO LEASE ADDITIONAL PREMISES

         INTENTIONALLY DELETED

13.      RIGHT OF FIRST OFFER

         PROVIDED THAT THE TENANT IS NOT IN DEFAULT OF THIS LEASE OR THE
         AGREEMENT TO LEASE, THE TENANT SHALL HAVE THE ONGOING PERSONAL RIGHT OF
         FIRST OFFER, DURING THE TERM OR ANY EXTENSION THEREOF, TO LEASE ANY
         SPACE LOCATED ON THE THIRD (3RD) OR FOURTH (4TH) FLOORS OF THE BUILDING
         (THE "ROFO PREMISES") WHICH ARE CONTIGUOUS TO THE LEASED PREMISES AND
         WHICH MAY BECOME AVAILABLE FOR LEASE DURING THE TERM, SUBJECT TO THE
         PRIOR RIGHTS OF EXISTING TENANTS ON SUCH FLOORS. THE LANDLORD
         ACKNOWLEDGES AND AGREES TO NOTIFY THE TENANT OF THE DATE OF
         AVAILABILITY OF ANY ROFO PREMISES AND THE TERMS UPON WHICH THE LANDLORD
         IS PREPARED TO LEASE SUCH PREMISES TO THE TENANT (A "ROFO NOTICE") ,
         AND THE TENANT WILL HAVE A PERIOD OF TEN (10) BUSINESS DAYS THEREAFTER
         WITHIN WHICH TO AGREE TO LEASE THE ROFO PREMISES, WHICH ARE THE SUBJECT
         OF THE ROFO NOTICE, ON THE TERMS OFFERED BY THE LANDLORD. THE LANDLORD
         AND THE TENANT SHALL NEGOTIATE REASONABLY AND IN GOOD FAITH DURING THE
         SAID TEN (10) BUSINESS DAYS. IF THE LANDLORD AND THE TENANT FAIL TO
         EXECUTE AN AGREEMENT TO LEASE RELATING TO THE ROFO PREMISES, WHICH ARE
         THE SUBJECT OF THE ROFO NOTICE, DURING THE AFORESAID TEN (10) BUSINESS
         DAY PERIOD, THEN THE LANDLORD SHALL BE FREE THEREAFTER AT ANY TIME AND
         FROM TIME TO TIME TO LEASE THE ROFO PREMISES, WHICH ARE THE SUBJECT OF
         THE ROFO NOTICE, ON SUCH TERMS AND CONDITIONS AS IT MAY SEE FIT TO ANY
         OTHER PARTY OR PARTIES, AND THIS LEASE SHALL BE DEEMED TO HAVE BEEN
         AMENDED SO THAT THE RIGHT OF FIRST REFUSAL SET OUT IN SECTION 11, AND
         THE TERM "ADDITIONAL PREMISES" SHALL BE DEEMED TO EXCLUDE THE ROFO
         PREMISES, WHICH ARE THE SUBJECT OF THE ROFO NOTICE. THE SIZE OF THE
         ROFO PREMISES SHALL BE CONFIRMED IN ACCORDANCE WITH THE TERMS OF THIS
         LEASE. THE ABOVE RIGHT OF FIRST OFFER WILL CONTINUE WITH RESPECT TO THE
         BALANCE OF ANY CONTIGUOUS OFFICE SPACE WITHIN THE ROFO PREMISES WHICH
         HAVE NOT BEEN THE SUBJECT OF AN ROFO NOTICE.

         THE ABOVE RIGHT OF FIRST OFFER IS PERSONAL TO DALEEN CANADA
         CORPORATION. ANY REFERENCE TO THE TERM "TENANT" IN THIS SECTION 13 OF
         SCHEDULE "F" TO THIS LEASE SHALL MEAN DALEEN CANADA CORPORATION ONLY
         AND SHALL NOT EXTEND TO OR BE EXERCISABLE BY ANY ASSIGNEE, SUBTENANT OR
         OTHER TRANSFEREE OF THE LEASED PREMISES OR THIS LEASE.

14.      LETTER OF CREDIT

         WITHIN TWENTY (20) DAYS FROM THE DATE OF THE TENANT'S EXECUTION OF THIS
         LEASE, THE TENANT SHALL DELIVER TO THE LANDLORD AN IRREVOCABLE DEMAND
         LETTER OF CREDIT IN FORM SATISFACTORY TO THE LANDLORD, ATTACHED HERETO
         AS SCHEDULE "H" FROM A MUTUALLY ACCEPTABLE SCHEDULE "1" CANADIAN
         CHARTERED BANK IN THE PRINCIPAL AMOUNT EQUAL TO $25.00 PER SQUARE FOOT
         OF RENTABLE AREA OF THE LEASED PREMISES (THE "LETTER OF CREDIT"). THE
         TERM OF THE LETTER OF CREDIT SHALL BE FOR 28 MONTHS COMMENCING ON JULY
         1, 2000. UPON DEFAULT BY THE TENANT OF ANY TERMS AND/OR CONDITIONS OF
         THIS LEASE BEYOND THE ALLOWABLE CURE PERIOD FOR SUCH DEFAULT, THE
         LETTER OF CREDIT MAY BE CALLED UPON BY THE LANDLORD, WITH PRIOR NOTICE
         TO THE TENANT, TO THE EXTENT NECESSARY IN ORDER TO CURE SUCH DEFAULT BY
         THE TENANT.

15.      ESTIMATE OF ADDITIONAL SERVICE COSTS

         BASED ON INFORMATION CURRENTLY AVAILABLE TO THE LANDLORD AS OF THE DATE
         OF THIS LEASE, THE LANDLORD'S ESTIMATE OF THE AMOUNT PAYABLE BY THE
         TENANT PURSUANT TO THIS LEASE FOR ADDITIONAL SERVICE COSTS AS OF THE
         DATE OF THIS LEASE IS APPROXIMATELY AS FOLLOWS:

         (A) HVAC - $40.00 PER HOUR PER FLOOR OF THE LEASED PREMISES; AND
         (B) LIGHTING - $.0000794 PER SQUARE FOOT OF RENTABLE AREA OF THE LEASED
         PREMISES.

         NOTWITHSTANDING SUCH ESTIMATE, THE TENANT SHALL BE RESPONSIBLE FOR
         PAYMENT OF ALL ADDITIONAL SERVICE COSTS AS DETERMINED IN ACCORDANCE
         WITH THIS LEASE.

16.      ESTIMATE OF ADMINISTRATION AND SUPERVISORY FEE

         BASED ON INFORMATION CURRENTLY AVAILABLE TO THE LANDLORD AS OF THE DATE
         OF THIS LEASE, THE LANDLORD'S ESTIMATE OF THE AMOUNT PAYABLE BY THE
         TENANT PURSUANT TO THIS LEASE FOR AN ADMINISTRATION AND SUPERVISORY FEE
         WHICH IS TO BE INCLUDED IN OFFICE SECTION OPERATING COSTS AS DESCRIBED
         IN SECTION 1.02(21)(A)(XI) IS FIFTEEN PERCENT (15%) OF THE OFFICE
         SECTION OPERATING COSTS, EXCLUDING TAXES.

         NOTWITHSTANDING SUCH ESTIMATE, THE TENANT SHALL BE RESPONSIBLE FOR
         PAYMENT OF A REASONABLE ADMINISTRATION AND SUPERVISORY FEE AS
         DETERMINED IN ACCORDANCE WITH THIS LEASE.




                                 Page 53 of 57
<PAGE>   57
                           SCHEDULE "G-1" - FLOOR PLAN

                 THIRD FLOOR PORTION OF THE ADDITIONAL PREMISES

                  The Floor Plan is for identification purposes only and is not
to be interpreted as being a representation or warranty on the part of the
Landlord as to the exact location, configuration and layout.

       [A diagram that identifies a portion of the third floor that forms
                       part of the Additional Premises.]






INITIALLED FOR IDENTIFICATION:


THE ATRIUM ON BAY INC.                       DALEEN CANADA CORPORATION


/s/  Don Kile                                /s/  Stephen Wagman
------------------------------------         -----------------------------------
                                             EXECUTIVE VICE PRESIDENT,
                                             CORPORATE DEVELOPMENT




                                 Page 54 of 57
<PAGE>   58

                           SCHEDULE "G-2" - FLOOR PLAN

                          RETURN TO BASE BUILDING AREA

  (PORTION OF 3RD FLOOR OF LEASED PREMISES - APPROXIMATELY 10,199 SQUARE FEET)

The Floor Plan is for identification purposes only and is not to be interpreted
as being a representation or warranty on the part of the Landlord as to the
exact location, configuration and layout.

       [A diagram that identifies a portion of the third floor that forms
       part of the Leased Premises - Approximately 10, 199 square feet.]





INITIALLED FOR IDENTIFICATION:


THE ATRIUM ON BAY INC.                       DALEEN CANADA CORPORATION


/s/  Don Kile                                /s/  Stephen Wagman
------------------------------------         -----------------------------------
                                             EXECUTIVE VICE PRESIDENT,
                                             CORPORATE DEVELOPMENT





                                 Page 55 of 57
<PAGE>   59
                                  SCHEDULE "H"

                            FORM OF LETTER OF CREDIT

                                                  DATE _________________ , 200__

        IRREVOCABLE STANDBY LETTER OF CREDIT NO. P                 FOR (AMOUNT)

BENEFICIARY                                       APPLICANT

NAME:                                       NAME:
ADDRESS:                                    ADDRESS:

                                            AMOUNT

                                            ____________________________________


                                            AMOUNT______________

                                            EXPIRY DATE -    200__

                                            AT OUR COUNTERS IN TORONTO, ONTARIO

--------------------------------------------------------------------------------
WE HEREBY ISSUE IN YOUR FAVOUR THIS IRREVOCABLE STANDBY LETTER OF CREDIT WHICH
IS AVAILABLE BY PAYMENT AGAINST YOUR WRITTEN DEMAND, ADDRESSED TO O BANK O,
TORONTO, ONTARIO, BEARING THE CLAUSE:-"DRAWN UNDER STANDBY LETTER OF CREDIT NO.

P       T        ISSUED BY O BANK."  WHEN ACCOMPANIED BY THE FOLLOWING
                 DOCUMENTS:-

1)       Beneficiary's certification signed by an Officer or Director specifying
         amount claimed and stating that the amount drawn is due and payable by
         Applicant and that Applicant is in default of its payment obligations
         under a lease dated ______________ of premises located at (Address) or
         that such amount is owing or represents damages or losses arising as a
         result of a default of the Applicant's obligations under such Lease or
         the disclaimer or repudiation of such lease.

2)       The original of this Letter of Credit for our endorsement of any
         payment.

3)       We shall honour such demand without enquiring whether you have a right
         as between yourself and the Applicant to make such demand and without
         recognizing any claim of the Applicant.

THIS LETTER OF CREDIT WILL NOT BE RELEASED, DISCHARGED OR AFFECTED BY THE
BANKRUPTCY OR INSOLVENCY OF THE APPLICANT OR BY ANY DISCLAIMER BY ANY TRUSTEE IN
BANKRUPTCY OR BY THE APPLICANT CEASING TO EXIST (WHETHER BY WINDING-UP,
FORFEITURE, CANCELLATION OR SURRENDER OF CHARTER, MERGER OR ANY OTHER
CIRCUMSTANCES).

PARTIAL DRAWINGS ARE PERMITTED

EXCEPT AS OTHERWISE EXPRESSLY STATED THIS CREDIT IS ISSUED SUBJECT TO UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, 1993 REVISION, ICC PUBLICATION NO.
500.

We engage to honour presentations submitted within the terms and conditions
indicated above.




                                 Page 56 of 57
<PAGE>   60



                                  SCHEDULE "I"

                                 LANDLORD'S WORK

THE LANDLORD WILL, AT ITS OWN EXPENSE, COMPLETE THE FOLLOWING WORK PRIOR TO JULY
1, 2000 (PROVIDED THAT THIS LEASE IS EXECUTED AND DELIVERED BY THE TENANT BY NO
LATER THAN JUNE 13, 2000) IN RESPECT OF THE LEASED PREMISES:

1.       CONSTRUCT DEMISING WALLS, WITH SOUND ATTENUATION INSULATION, FROM
         CONCRETE SLAB TO CONCRETE SLAB TAPED, SANDED AND READY TO RECEIVE PAINT
         IF REQUIRED.

2.       WITH RESPECT TO THE SECTION OF THE THIRD (3RD) FLOOR PORTION OF THE
         LEASED PREMISES, AS SHOWN CROSS-HATCHED ON SCHEDULE "G-2", PROVIDED
         THAT THE TENANT HAS EXERCISED ITS RIGHT TO OBLIGATE THE LANDLORD TO
         RETURN SUCH PREMISES BACK TO BASE BUILDING CONDITION, THE LANDLORD
         SHALL DEMOLISH AND REMOVE EXISTING LEASEHOLD IMPROVEMENTS AS REQUESTED
         AND INDICATED BY THE TENANT AND REPAIR OR REPLACE T-BAR CEILING AND
         TILES WITH BUILDING STANDARD TILES TO MATCH EXISTING TILES, WHERE
         APPLICABLE, IF DAMAGED BY SUCH DEMOLITION OR REQUESTED BY THE TENANT.

3.       REPLACE ALL CRACKED, CHIPPED OR STAINED ACOUSTIC CEILING TILES WITH
         MATCHING ACOUSTIC CEILING TILES.

4.       ENSURE THAT THE BASE BUILDING SYSTEMS HVAC, SPRINKLERS, PLUMBING AND
         ELECTRICAL OUTLETS ARE IN GOOD WORKING CONDITION.

5.       WITH RESPECT TO THE SECTION OF THE THIRD (3RD) FLOOR PORTION OF THE
         LEASED PREMISES, AS SHOWN CROSS-HATCHED ON SCHEDULE "G-2", REMOVE ALL
         DEBRIS, INCLUDING ALL CABLING, IF SO REQUESTED BY THE TENANT SUCH THAT
         SUCH PORTION OF THE LEASED PREMISES IS LEFT IN A CLEAN, BROOMSWEPT
         MANNER.

7.       ENSURE HORIZONTAL BLINDS ON ALL THE PERIMETER WINDOWS ARE FULLY
         OPERABLE.

8.       THE LANDLORD SHALL BE RESPONSIBLE TO ENSURE THAT THE LEASED PREMISES
         COMPLIES WITH ALL CODES AFFECTING THE LEASED PREMISES AND BUILDING.

9.       THE LANDLORD SHALL RETURN A SECTION OF THE THIRD (3RD) FLOOR PORTION OF
         THE LEASED PREMISES, AS SHOWN CROSS-HATCHED ON SCHEDULE "G-2", BEING AN
         AREA COMPRISED OF APPROXIMATELY 10,199 SQUARE FEET OF RENTABLE AREA,
         BACK TO BASE BUILDING CONDITION.

IN ADDITION TO THE FOREGOING, THE LANDLORD SHALL UPGRADE THE BALLASTS IN THE
LEASED PREMISES (AND THE RELATED COMPONENTS OF THE BALLASTS NECESSARY FOR THEIR
OPERATION AND FUNCTION) IN ACCORDANCE WITH THE BUILDING RETROFIT PROGRAM AND TO
BE COMPLETED AT THE TIME OF THE OF THE LANDLORD'S SCHEDULED IMPLEMENTATION OF
THE BUILDING RETROFIT PROGRAM.

PRIOR TO THE COMMENCEMENT DATE, THE LANDLORD SHALL UPGRADE THE WASHROOMS LOCATED
ON THE FOURTH (4TH) FLOOR OF THE BUILDING (40 DUNDAS STREET WEST) IN ACCORDANCE
WITH THE LANDLORD'S NEW BUILDING STANDARD FIXTURES.





                                 Page 57 of 57