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                                                                   EXHIBIT 10.15

                            GEORGIAN GROUP MULTIPLE
                            INDUSTRIAL LEASE - NET

               THIS INDENTURE made the 26th day of October, 2000

               IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT

BETWEEN:

                              BELSTON DEVELOPMENTS INC.
                                    (herein called the "Landlord")
                                                      OF THE FIRST PART;

                                    - and -

                              CHANNEL COMMERCIAL CANADA INC.
                                    (herein called the "Tenant")
                                                      OF THE SECOND PART;

1. DEMISE

1.01.1 In consideration of the rents, covenants and agreements hereinafter
reserved and contained on the part of the Tenant to be paid, observed and
performed, the Landlord hereby leases to the Tenant, and the Tenant hereby rents
from the Landlord, that designated portion, containing approximately 7,350
square feet ("Rentable Area of the Leased Premises") which, for the purposes of
calculating rent and other additional charges hereunder, includes the Tenant's
proportionate share of the Common Areas and Facilities attributable to the
premises, in a building ("Building") erected upon the lands, the "Lands"
situate, lying and being in the City of Mississauga, in the Province of
Ontario, municipally known as 6185 Tomken Road, as more particularly described
in Schedule "B" attached hereto, including in the demise of the premises
aforesaid the loading and unloading docks, windows and exterior walls and to the
centre of the interior walls thereof (the "Leased Premises"), the Rentable Area
of the Leased Premises being shown as outlined and identified as Units
[ILLEGIBLE] on the sketch attached hereto and marked as Schedule "A".

1.01.2 The Landlord shall deliver to the Tenant if requested by the Tenant, at
the Tenant's expense a certificate prepared by the Landlord's architect or
engineer, as the case may be, setting out the Rentable Area of the Leased
Premises as measured to the outside face of all exterior walls and to the centre
line of all dividing walls and adjusted to include the Tenant's proportionate
share of all mechanical, electrical, service rooms and other similar Common
Areas and Facilities. The decision of the Landlord's architect or surveyor, as
the case may be, shall be final and binding upon the parties hereto.

1.02 The Tenant shall have the non-exclusive rights, at all times, in common
with others entitled thereto (subject to Paragraph 31 hereof) to the use of the
common driveways, parking areas, entrances and exits, roadways, pedestrian
walkways, common loading and unloading docks, service areas and all other common
areas and facilities of the Building (the "common Areas and Facilities")
provided from time to time by the Landlord. It is understood and agreed that the
mechanical, electrical, service rooms and other facilities shall be deemed to
form part of the Common Areas and Facilities. However, the Tenant shall not have
access to such facilities without the Landlord's prior written consent, such
consent not to be unreasonably denied or delayed. The Landlord shall have the
right to make all such changes, improvements or alterations as Landlord may, in
its sole discretion, acting reasonably from time to time decide in respect of
the Building and the Common Areas and Facilities, including, without limitation,
the right to change the location and layout of the parking areas in accordance
with the provisions of Paragraph 31 hereof. The use of all Common Areas and
Facilities shall be subject to the provisions of this lease (the "Lease") and to
the rules and regulations made by Landlord with respect thereto from time to
time.

2. TERM

2.01 TO HAVE AND TO HOLD the Leased Premises, unless sooner terminated as
hereafter provided, for and during the term (the "Term") of Three (3) years and
Seventeen (17) days, to be computed from and inclusive of the 15th day of
December, 2000, (the "Commencement Date") and thenceforth next ensuing and to be
fully complete and ended on the 31st day of December, 2003.
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2.02 Provided, and it is hereby agreed, that if due to the failure of the
Landlord for any reason to substantially complete the Landlord's work set out in
Schedule "C" attached or to make available the services which the Landlord is
hereby obligated to furnish (other then the delays directly attributed to the
Tenant), the Leased Premises or any part thereof are not ready for occupancy by
the Tenant on the Commencement Date as set out in Paragraph 2.01 hereof, no part
of the rent or only a proportionate part thereof in the event that the Tenant
shall occupy a portion of the Leased Premises, shall be payable for the period
prior to the date when the Leased Premises are ready for occupancy and the full
rent shall accrue only after such aforementioned date. The Tenant hereby agrees
to accept such abatement of rent in full settlement of any and all claims which
the Tenant may otherwise have by reason of the Leased Premises not being ready
for occupancy on the Commencement Date, and in such event, the commencement and
expiration dates of the Term as set out in Paragraph 2.01 hereof shall be
extended accordingly. Provided further, that when the Landlord has substantially
completed the Leased Premises in accordance with the provisions of this Lease
and the Construction Lien Act, R.S.O. 1980 and amendments thereto, delivered
possession of the Leased Premises to the Tenant and made available the required
services, the Tenant shall not be entitled to any abatement of rent for any
delay in occupancy due to the Tenant's failure to complete all installations or
other work required to be completed by the Tenant in accordance with the
provisions of this Lease or for the purpose of carrying on its business
operations in the Leased Premises. The decision of the Landlord's architect or
engineer shall be final and binding upon both parties hereto as to whether or
not the Leased Premises are ready for occupancy by the Tenant and, if necessary,
as to the portion of the Leased Premises that are available for occupancy.

2.03 The Tenant shall, upon request of the Landlord execute an acknowledgement
of the actual Commencement Date of the Term no later than the date on which the
Tenant commences business in or from the Leased Premises. The Tenant shall not
have any right to occupy any part of the Leased Premises prior to the
Commencement Date of the Term, as aforesaid, unless the Tenant first obtains the
prior consent of the Landlord. Notwithstanding anything hereinbefore contained,
if the Tenant shall occupy the Leased Premises or any part thereof prior to the
Commencement Date of the Term, the Tenant shall pay Minimum Rent and all
additional rent payable by the Tenant to the Landlord pursuant to this Lease
including, without limiting the generality of the foregoing, all taxes
applicable to the Leased Premises, all costs of insurance applicable to the
Leased Premises as required by this Lease and the costs of any hydro, gas and
water charges and also those costs as required pursuant to Paragraph 1.1 of this
Lease.

3. USE OF PREMISES

3.01 The Tenant shall continuously, actively and diligently use and occupy the
Leased Premises only for the purposes of general business offices associated
with TV Cable Housing, warehousing of related supplies and no other purpose
whatsoever. Provided the Tenant, in the use and occupation of the Leased
Premises and in the prosecution or conduct of the foregoing business therein,
shall comply with the requirements of all laws, ordinances, rules and
regulations of the federal, provincial and municipal authorities and with any
direction or certificate of occupancy issued pursuant to any laws by any public
offices or officers. The Tenant shall not use or permit to be used any part of
the Leased Premises for any dangerous, noxious, or offensive trade or business
and will not cause or maintain any nuisance in, at, or on the Leased Premises.
The costs of any changes or alterations to the Leased Premises which are
required by any public authority as a result of the use to which the Leased
Premises are used or are to be used, shall be paid for by the Tenant.

4. RENT

4.01 The Tenant shall pay from and after the Commencement Date and throughout
the Term, to the Landlord, in lawful money of Canada, without any prior demand
therefore, and without any deduction, abatement, set-off or compensation
whatsoever, an annual minimum rent (the "Minimum Rent") as follows:

4.01.1 For the period of the Term commencing from the 15th day of December, 2000
and terminating on 31st of December, 2001, the Tenant shall pay to the Landlord
as annual Minimum Rent the sum of Fifty One Thousand Four Hundred Fifty Dollars
and Zero Cents ($51,450.00) per annum payable monthly, an advance, in equal
consecutive monthly instalments of Four Thousand Two Hundred Eighty Seven
Dollars and Fifty Cents ($4,287.50) per month on the first day of each calendar
month. The annual Minimum Rent payable pursuant hereto is based on a rent factor
of Seven Dollars and Zero Cents ($7.00) per square foot per annum of Rentable
Area of the Leased Premises.

4.01.2 For the period of the Term commencing from the 1st day of January, 2002
and terminating on the 31st day of December, 2002 the Tenant shall pay to the
Landlord as annual
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Minimum Rent the sum of Fifty Three Thousand Two Hundred Eighty Seven Dollars
and Fifty Cents ($53,287.50) per annum payable monthly, in advance, in equal
consecutive monthly instalments of Four Thousand Four Hundred and Forty Dollars
and Sixty-Three Cents ($4,440.63) per month on the first day of each calendar
month. The annual Minimum Rent payable pursuant hereto is based on a rent factor
of Seven Dollars and Twenty-Five Cents ($7.25) per square foot per annum of
Rentable Area of the Leased Premises.

4.01.3 For the period of the Term commencing from the 1st day of January, 2003
and terminating on the 31st day of December, 2003 the Tenant shall pay to the
Landlord as annual Minimum Rent the sum of Fifty Five Thousand One Hundred
Twenty Five Dollars and Zero Cents ($55,125.00) per annum payable monthly, in
advance, in equal consecutive monthly instalments of Four Thousand Five Hundred
Ninety Three Dollars and Seventy-Five Cents ($4,593.75) per month on the first
day of each calendar month. The annual Minimum Rent payable pursuant hereto is
based on a rent factor of Seven Dollars and Fifty Cents ($7.50) per square foot
per annum of Rentable Area of the Leased Premises.

4.01.6 The Landlord shall have the right to adjust the rental rate in accordance
with paragraph 1.01.2 to reflect any changes in the Gross Rentable Area of the
Lease Premises.

4.02 If the Term commences on any day other than the first or ends on any day
other than the last day of a calendar month, all rent for the fractions of a
month at the commencement or expiration of the Term shall be prorated on a per
diem basis based on a period of three hundred and sixty-five days (365) days.

4.03 At the request of the Landlord, the Tenant shall present to the Landlord
thirty (30) days prior to the commencement of each year throughout the Term, a
series of monthly postdated cheques for each such year of the Term in respect of
the aggregate of the monthly payments of annual Minimum Rent and any payments of
additional rent estimated by the Landlord in advance, and any other payments
required by this Lease to be paid by the Tenant monthly in advance. If the
Tenant shall fail to deliver the postdated cheques within the period of thirty
(30) days aforesaid, the Tenant shall pay to the Landlord, as additional rent,
Twenty-five Dollars ($25.00) per month for manual cheque processing until such
time as the postdated cheques have been delivered to the Landlord in accordance
with the provisions hereof.

5. PAYMENT

5.01 All payments required to be made by the Tenant under or in respect of this
Lease shall be made to the Landlord at the Landlord's office at 160 Traders
Blvd. E., Suite 200, Mississauga, Ontario, L4Z 3K7, c/o The Georgian Development
Corporation, or to such agent or agents of the Landlord or at such other place
or address as the Landlord shall hereafter from time to time direct in writing
to the Tenant.

6. ADVANCE RENT AND SECURITY DEPOSIT

6.01 The Landlord acknowledges receipt from the Tenant of a cheque in the amount
of Nine Thousand Five Hundred and Two Dollars and Ninety-Four Cents ($9,502.94)
to be held by the Landlord without interest and to be applied against the
Minimum Rent payable for the first and last months of the Term of the Lease.

6.02 The Landlord acknowledges receipt from the Tenant of a cheque in the amount
of Four Thousand Five Hundred Dollars Ninety-Three and Seventy-Five Cents
($4,593.73) to be held by the Landlord without interest as security for the
faithful performance by the Tenant of all the terms, covenants and conditions of
this Lease.

6.03 The Landlord hereby reserving unto itself at its sole discretion, the right
to apply the amounts set out in Paragraph 6.01 and 6.02 hereof to any damages
resulting from default by the Tenant of any of its covenants and obligations
hereunder or towards the payment or reduction of any claim of the Landlord
against the Tenant including Minimum Rent. In the event the deposit hereunder
shall be applied in accordance with the provisions hereof, the Tenant covenants
to provide sufficient funds to ensure that the deposit remains at the level
hereinbefore indicated within ten (10) days of receipt of the Landlord's notice
therefore. If the Tenant shall fail to pay rent or additional rent on the date
such payment is due, the Tenant shall, within ten (10) days of the Landlord's
notice therefore, increase the deposit hereunder in an amount equal to the rent,
including all additional rent, for the last month of the Term.
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7. ADDITIONAL RENT

7.01 Any and all sums of money or charges required to be paid by the Tenant
under this Lease (except Minimum Rent), shall be deemed and paid as additional
rent, whether or not the sums are designated as "additional rent" hereunder, or
whether or not the same are paid to the Landlord or otherwise, and all such sums
are to be payable in lawful money of Canada without the next monthly instalment
of Minimum Rent, unless otherwise provided herein, but in any event, such
additional rent is not payable as part of Minimum Rent. Additional rent may be
estimated by the Landlord from time to time and such estimated amount is payable
in monthly instalments in advance with annual adjustments, if necessary, and all
additional rent is deemed to be accruing on a day to day basis.

8. RENT AND ADDITIONAL RENT PAST DUE

8.01 If the Tenant fails to pay, when the same is due and payable, any rent or
additional rent payable by the Tenant under this Lease, such unpaid amount shall
bear interest from the due date thereof to the date of payment at a rate of
interest equal to four percent (4%) per annum above the prime rate of interest
charged to preferred clients by the Landlord's bankers in Toronto from time to
time.

9. TENANT'S COVENANTS

            The Tenant covenants with the Landlord:

9.01 Payment of Rent

            To pay Minimum Rent and additional rent in the manner and at the
times herein reserved.

9.02 Fair Assessment Tax

            That in each and every year during the Term, the Tenant shall pay as
additional rent and discharge within ten (10) days after the same becomes due
and payable, all taxes, rates, duties, assessments and other charges that may be
levied, rated, charged or assessed against or in respect of all improvements,
equipment and facilities on or in the Leased Premises and every tax and license
fee in respect of any and every business carried on thereon or therein or in
respect of the use or occupancy thereof by the Tenant and any and every
permitted occupant of the Leased Premises (other than corporate income, profits
or excess profits taxes assessed upon the income of the Landlord), whether any
such assessment tax, rate duty or license fee is charged by any federal,
municipal, provincial, school or other bodies during the Term.

The Tenant will indemnify and keep indemnified the Landlord from and against
payment for all loss, costs, charges and expenses, occasioned by or arising from
any and all such taxes, levies, rates, duties, assessments, license fees
(including all real property taxes pursuant to Paragraph 9.03 hereof), and any
and all taxes which may in the future be levied in lieu thereof. Any such loss,
costs, charges and expenses suffered by the Landlord pursuant to this Paragraph
9.02 may be collected by the Landlord as rent with all rights of distress and
otherwise as reserved to the Landlord in respect of rent in arrears. The Tenant
further covenants and agrees that upon the request of the Landlord, the Tenant
will promptly deliver to the Landlord, for inspection, receipts for payment of
all taxes, rates, duties, assessments and other charges payable by the Tenant
pursuant to this Paragraph 9.02 which were due and payable up to one month prior
to such request and will furnish such other information in connection therewith
as the Landlord may reasonably require. Provided further, if the Tenant or any
permitted occupant of the Leased Premises shall elect to have the Leased
Premises or any part thereof assessed for separate school taxes, the Tenant
shall pay to the Landlord as additional rent, as soon as the amount of such
separate school taxes is ascertained, any amount by which the amount of separate
school taxes exceeds the amount which would otherwise have been payable for
school taxes had such election not been made by the Tenant or the permitted
occupant of the Leased Premises.

9.03 Realty Taxes

            That the Tenant will, as additional rent, in each and every year
during the Term and within the time or times hereinafter provided, pay directly
to the Landlord or to the taxing authority as the Landlord may direct from time
to time, and discharge all real property taxes (including local improvement
rates, impost charges or levies), rates, duties and assessments of any nature or
kind that may be levied, rated, charged or assessed on the basis of a separate
real property tax bill and separate real property assessment notice against the
Leased Premises or any part thereof, from time to time by any taxing authority,
whether federal, provincial, municipal, school or otherwise, and
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including, but without limitation, any such taxes payable by the Landlord which
are imposed in lieu of or as a substitute for such real property taxes or on
account of the Landlord's ownership of the Building, whether of the foregoing
character or whetheCustomer ServiceFinancial Printing Groupincluding, but
without limitation, any such taxes payable by the Landlord which are imposed in
lieu of or as a substitute for such real property taxes or on account of the
Landlord's ownership of the Building, whether of the foregoing character or
whether same existed at the commencement of the Term. The Tenant agrees to
provide the Landlord within ten (10) days after demand therefore by the Landlord
with a copy of any separate real property tax bills and separate real property
assessment notices for the Leased Premises.  The Tenant will, upon request,
promptly deliver to the Landlord receipts for payment of all such real property
taxes paid to any such taxing authorities, as aforesaid, and will furnish and
deliver all such other information in connection therewith as the Landlord may
reasonably require.  The Tenant shall pay to the Landlord its assessed amount in
respect of the Common Areas and Facilities.

9.03.2    In the event that there shall not be a separate real property tax bill
and separate real property assessment notice for the Leased Premises and the
Common Areas and Facilities, the Tenant shall pay a share of such real property
taxes (including local improvement rates) which may be levied, rated, charged or
assessed by any lawful taxing authority against the lands, buildings and
improvements comprising the Building (including the Common Areas and Facilities)
within ten (10) days after demand thereof by the Landlord as allocated to the
Leased Premises by the Landlord.  The Landlord shall allocate all such real
property taxes levied, rated, charged or assessed against the lands, buildings
and improvements comprising the Building, firstly as between all premises
intended for leasing and the Common Areas and Facilities, and secondly with
respect to the real property taxes so allocated to the premises intended for
leasing, the Landlord shall make a further allocation of all such real property
taxes as between each of the individual premises intended for leasing on such
basis as the Landlord acting reasonably shall in its sole opinion deem equitable
having regard among  other things, without limitation, to the various uses of
the premises intended for leasing comprising the Building, the cost of
construction of same, the relationship of the location and area of each of the
individual premises of the Building and the relative values and assessment
principals most recently used by the relevant taxing authorities with respect to
the calculation of real property taxes, including without limitation, the
assessed value upon which the business assessments in respect of all premises in
the Building are computed.  The Tenant shall pay its Proportionate Share (as
hereinafter defined) of all real property taxes so allocated to the Common Areas
and Facilities pursuant to this Paragraph 9.03.2 in accordance with the
provisions of Paragraph 11 hereof.

9.03.3    Payment of Tenant's Realty Taxes
          --------------------------------

          The amount payable by the Tenant pursuant to Paragraph  9.03.2 may be
estimated by the Landlord for such period or periods as the Landlord may
determine from time to time, and the Tenant shall pay to the Landlord such
estimated amount in monthly instalments in advance during such period, together
with all other rental payments provided for in this Lease.  Notwithstanding
anything hereinbefore contained, if at the time when payment by the Landlord of
the real property taxes (including local improvement rates), whether interim,
instalment or final is due, the Landlord shall not have on deposit a sufficient
sum to pay the full amount of such real property taxes, the Tenant shall
forthwith, upon demand, pay, as additional rent, the amount of any such
deficiency to the Landlord.  When the final real property tax bill in any year
is received, which relates to the period for which such estimated payments have
been made by the Tenant, as aforesaid, the parties hereto agree to adjust all
payments made by the Tenant on account of real property taxes in accordance with
such final real property tax bill which such tax bill shall be available for the
Tenant's inspection at the office of the Landlord.  The Tenant shall pay any and
all reasonable costs and expenses incurred by the Landlord in respect of any
appeal or contestation conducted by the Landlord of the real property taxes
levied or assessed against the Building.

9.03.4    "Sales Taxes" means any and all goods and services, taxes, sales
taxes, value added taxes, business transfer taxes, capital taxes, or any other
taxes imposed on the Landlord with respect to rent payable by the Tenant to the
Landlord under this Lease, or in respect of the rental of space under this
Lease, whether characterized as a goods and services taxes, sales tax, value
added tax, business transfer tax, or otherwise.

          Despite any other Article, Section, Paragraph, or Clause to this
Lease, the Tenant shall pay to the Landlord an amount equal to any and all Sales
Taxes, it being the intention of the parties that the Landlord shall be fully
reimbursed by the Tenant with respect to any and all Sales Taxes. The Sales
Taxes so payable by the Tenant shall be calculated by the Landlord in accordance
with the applicable legislation and shall be paid to the Landlord at the same
time as the amounts to which Sales Taxes apply are payable to the Landlord under
the terms of this Lease or upon demand at such other time, or times as the
Landlord from time to time determines, acting reasonably. Despite any other
Article, Section, Clause or Paragraph in this Lease, the amount payable by the
Tenant under this paragraph shall be deemed not to be rent but the Landlord
shall have all of the same remedies for and rights of recovery of such amount as
it has for recovery of rent under this Lease.


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9.04 Utilities

9.04.01 That the Tenant shall be solely responsible for and shall promptly pay
charges for water, gas, electricity, telephone and any and all other utilities
used or consumed in, or any other charges for utilities levied or assessed on or
in respect to, the Lease Premises, and for all fittings, machines, apparatus or
other things leased in respect thereof, and for all work or services performed
by any corporation or commission in connection with such public or private
utilities. Should the Landlord elect to supply water, gas, electricity, and/or
sewer services for the Building, or any other utility used or consumed, or to be
used or consumed, in the Leased Premises, the Tenant shall purchase and pay for
the same as additional rent payable on demand to the Landlord, at rates not in
excess of public utility rates for the same service, if applicable. In no event
shall the Landlord be liable for, nor have any obligation with respect to, any
interruption or cessation of, or any failure in the supply of any such
utilities, services or systems, including, without limitation, the water and
sewage systems, to the Building or to the Leased Premises, whether or not
supplied by the Landlord or others.

9.04.2 If requested by the Landlord, or if included as part of the Tenant's work
in respect of the Leased Premises, the Tenant, prior to the commencement of the
Term, shall install, at its sole cost and expense, any and all separate meters
which are necessary in order to measure the consumption of utilities or services
used or consumed on the Leased Premises. In the event that separate meters are
not available or cannot be installed in the Leased Premises, the Tenant shall
pay the Tenant's share, as allocated to the Leased Premises, of the total cost
incurred by the Landlord in the supply of all utilities and services to the
Building, as reasonably and equitably determined by the Landlord, having regard,
among other things, without limitation, to the Tenant's connected load and the
then current applicable commercial rates for the municipality in which the Lease
Premises is located. Provided, without in any way limiting the provisions of
this Paragraph 9.04.2, if at any time during the Term, the Landlord shall
determine, in its sole discretion, that the Tenant's use of any utility or
service, including, without limitation, water, used or consumed on the Leased
Premises is in any way unusual or of any excessive nature, the Landlord may, at
its option and at the sole cost and expense of the Tenant, install in the Leased
Premises a separate meter or sub meter with respect to any such utility or
service, including, without limitation, a separate meter for the measurement of
hot and cold water, whereupon the Tenant's cost in connection with any such
utility or service shall be determined in accordance with such separate meter or
sub meter.

9.05 Repairs

9.05.1 That the Tenant shall, at its sole cost and expense and at all times,
keep and maintain the whole of the Leased Premises and every part thereof
(including, without limitation, all entrances, glass, doors, fixtures, equipment
and appurtenances thereof and improvements thereto) in good order and first
class condition, and shall promptly make all needed repairs and replacements for
damages caused by the Tenant or by those for whom the Tenant is in law
responsible and, without limiting the generality of the foregoing, the Tenant
shall keep the Leased Premises well painted, clean and in a tidy condition, all
as a careful owner would do, reasonable wear and tear accepted, as determined by
the Landlord. The Tenant shall maintain carpet, replace burnt out bulbs, repair
overhead doors, hot water tanks, front door closure and washrooms.

9.05.2 Notwithstanding the contents of Paragraph 9.05.1 hereof, the Landlord
shall maintain the sprinkler systems, heating systems, water systems, air
conditioning systems, ventilating systems, and all hot water tanks contained in
or forming part of the Leased Premises, the costs of which shall be recovered as
part of the Operating Costs pursuant to Paragraph 11.01. The Landlord shall
repair and/or replace the sprinkler systems, heating systems, water systems, air
conditioning systems, ventilating systems and all hot water tanks contained in
or forming part of the Leased Premises as required, the costs of all such
repairs and/or replacements shall be at the Tenant's sole cost and expense at
the time of such repair and/or replacement. Costs as a result of the Landlord's
default negligence or resulting from a structural fault, are the sole
responsibility of the Landlord.

9.06 Entry by Landlord

That it shall be lawful for the Landlord and its agent(s) at all reasonable
times during the Term to enter the Leased Premises to inspect the condition
thereof. Where an inspection reveals that repairs or replacements are necessary
pursuant to the requirements of Paragraph 9.05.1, the Landlord shall give to the
Tenant notice in writing, and immediately thereafter the Tenant will forthwith
proceed to make all necessary repairs or replacements in a good and workmanlike
manner and to the satisfaction of the Landlord, acting reasonably so as to
complete same within the time or times provided for in the notice delivered by
the Landlord as aforesaid. The failure by the Landlord to give notice shall not
relieve the Tenant from any of its obligations to repair or replace in
accordance with the provisions hereof. Provided further, that if the Tenant
refuses or neglects to repair promptly and to the reasonably satisfaction of the
Landlord as required pursuant to the provisions of Paragraph 9.05 hereof or in
accordance with any notice received from the Landlord pursuant to the
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                                       7


provisions of this paragraph 9.06 the Landlord may, but shall not be obligated
to, make such repairs or replacements without liability to the Tenant for any
loss or damage which may occur to the Tenant's property or to the Tenant's
business by reason thereof and upon completion, the Tenant shall forthwith pay
upon demand the Landlord's cost for making any such repairs or replacements plus
a sum equal to fifteen (15%) percent thereof for overhead, as additional rent.
The Tenant agrees that the making of any repairs or replacements by the Landlord
pursuant to this Paragraph 9.06 is not a re-entry or a breach of any covenant
for quiet enjoyment contained in this Lease.

9.07 Surrender of Leased Premises

9.07.1 Thirty (30) days prior to the surrender of the Leased Premises, the
Tenant shall submit to the Landlord a certificate from a qualified Heating and
Ventilating Contractor stating that the H.V.A.C. systems for the premises has
been inspected and in good repair and working order. If the Tenant fails to
submit such certificate to the Landlord within the time period specified herein
the Landlord shall perform said inspection, including any required repairs
and/or replacements, and the Tenant shall pay to the Landlord immediately upon
demand for all costs related to such work.

9.07.2 That at the expiration or sooner termination of the Term, the Tenant
shall peaceably surrender and yield up vacant possession of the Leased Premises
to the Landlord in the state of condition in which the Leased Premises were
provided to the Tenant at or prior to the commencement of the Term, to include
but not limited to floor coverings, wall finishes, electrical, mechanical and
plumbing systems, ceiling, doors and window coverings, failings, which the
Landlord shall restore the premises to such condition and that the Tenant shall
be liable and solely responsible for all charges and costs related to such work.
The Tenant shall surrender all keys for the Leased Premises to the Landlord at
the place then fixed for the payment of Minimum Rent and shall inform the
Landlord of all combination of all locks, safes and vaults of any kind in the
Leased Premises. The Tenant shall, however, if requested by the Landlord,
remove, at its sole cost and expenses, all improvements, erections, alterations,
fixtures or other appurtenance made, placed or erected at any time or times
prior to or during the Term in or on the Leased Premises and shall repair at its
sole cost and expense all damage to the Leased Premises caused by their
installation and/or removal. The Tenant's obligation to observe and perform the
covenant contained in this Paragraph 9.07 shall survive the expiration or sooner
termination of the Term. The Tenant's restoration work must be completed sixty
(60) days prior to the expiry of the Lease. The Landlord shall inspect the
premises immediately following this sixty (60) day period, and, should the
Tenant have failed to restore the premises to the condition in which they were
provided to the Tenant at or prior to the commencement of the Term, the Landlord
reserves the right to estimate the cost of the restoration work and the Tenant
shall pay to the Landlord, as additional rent, immediately upon demand the full
invoice amount. The restoration work shall be to a state which is marketable, at
the Landlord's discretion. If the restoration work, by the Landlord, is
performed after the Tenant vacates the unit at the expiration of the Term, the
Tenant shall pay occupation rent for the restoration period in which the
Landlord is restoring the unit. Occupation rent will be the equivalent to the
minimum plus additional rent on a per diem basis until the restoration work is
completed by the Landlord, not to exceed sixty (60) days.

9.08 Heat

9.08.1 The Tenant covenants to heat, at its own expense, from heating equipment
supplied by the Landlord, the Leased Premises to a degree sufficient to protect
the Leased Premises and their contents from damage by cold or frost, and to
operate, at its own expense, such heating and other mechanical equipment
supplied by the Landlord. Further, the Tenant will, at the expiration or sooner
termination of the Term, peacefully yield up unto the Landlord such heating
equipment and all other equipment and appurtenances thereto in good and
substantial repair and condition.

9.08.2 Notwithstanding the covenants of Paragraph 9.08.1 hereof, the Landlord
shall maintain and, if necessary, replace the heating system and provide regular
on-going maintenance to the heating system and the costs with respect to this
on-going maintenance and replacement shall be for the cost of the Tenant and
shall be recoverable pursuant to Paragraph 11.01. The Tenant shall, however, be
responsible and shall be liable for any cost of repairs, replacement and service
calls required in addition to the regular maintenance campaign undertaken by the
Landlord pursuant to this Paragraph 9.08.2 and such costs shall be payable to
the Landlord on demand.

9.09 Public Orders

That the Tenant shall, at its sole cost and expense, comply with all provisions
of law, including without limiting the generality of the foregoing, the
requirements of all federal, provincial and municipal legislative enactments,
bylaws or regulations now or hereafter in force which relate to the Leased
Premises and the conduct of business therein, or to the making of any repairs,
replacements, alterations, additions, changes, substitutions or improvements of
or to the Leased Premises. The Tenant will further comply with all police, fire,
health, safety and sanitary regulations imposed by
<PAGE>

                                       8


any governmental authorities or made by fire insurance underwriters.

9.10 Assignment and Subletting

9.10.1 That the Tenant will not assign this Lease in whole or in part, nor
sublet all or any part of the Leased Premises, nor mortgage or encumber this
Lease or the Leased Premises or any part thereof, nor suffer or permit the
occupation, or part with or share possession of, all or any part of the Leased
Premises by any other person, firm or corporation (all of the foregoing being
hereinafter referred to as a "transfer") without the prior written consent of
the Landlord in each instance, which consent shall not be unreasonably withheld,
subject to the provisions of Paragraph 9.10.2. 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. The Landlord shall use all reasonable
efforts to reply to the Tenant's request made pursuant to this Paragraph 9.10.1
within fifteen (15) days of receipt by it of the Tenant's request as aforesaid.
This prohibition against a transfer is construed so as to include a prohibition
against any transfer by operation of law and no transfer shall take place by
reason of a failure by the Landlord to reply to a request by the Tenant for
consent to a transfer. If there is a permitted transfer of this Lease, the
Landlord may collect rent from the assignee, sub-tenant or occupant (all of the
foregoing being hereinafter collectively referred to as the "transferee"), and
apply the net amount collected to the Minimum Rent required to be paid pursuant
to this Lease, but no acceptance by the Landlord or any payments by a transferee
shall be deemed a waiver of this covenant or the acceptance of the transferee as
Tenant or a release of the Tenant for the further covenant or the acceptance of
the transferee as Tenant or a release of the Tenant for the further performance
by the Tenant of the covenants or obligations on the part of the Tenant herein
contained. Any document evidencing the Landlord's consent to a transfer of this
Lease, if permitted or consented to by the Landlord shall be prepared by the
Landlord's solicitors, and all reasonable legal fees with respect thereto shall
be paid by the Tenant to the Landlord forthwith upon demand. Any consent by the
Landlord shall be subject to the Tenant causing any such transferee to promptly
execute an agreement directly with the Landlord agreed to be bound by all of the
terms, covenants and conditions contained in this Lease as if such transferee
and originally executed this Lease as Tenant. Notwithstanding that any such
transfer is permitted or consented to by the Landlord, the Tenant shall be
jointly and severally liable with the transferee upon this Lease and shall not
be released from performing any of the terms, covenants and conditions contained
in this Lease.

9.10.2 If the Tenant intends to effect a transfer of all or any part of the
Leased Premises or this Lease, in whole or in part, or of any [illegible] or
interest hereunder, then and so often as such event shall occur, the Tenant
shall give prior written notice to the Landlord of such Interest, specifying
therein the name of the proposed transferee and shall provide such information
with respect thereto, including without limitation, information concerning the
principals thereof and as to any credit, financial or business information
relating to the proposed transferee as the Landlord requires, and the Landlord
shall, within fifteen (15) days thereafter, notify the Tenant in written either,
that (a) it consents or does not consent to the transfer, or (b) it elects to
cancel this Lease in preference to the giving of such consent. If the Landlord
elects to cancel this Lease, as aforesaid the Tenant shall notify the Landlord
in writing within fifteen (15) days thereafter of the Tenant's intention either
to refrain from such transfer or to accept the cancellation of this Lease. If
the Tenant fails to deliver such notice within such period of fifteen (15) days,
this Lease will thereby be terminated upon expiration of the said fifteen (15)
day period. If the Tenant advises the Landlord that it intends to refrain from
such transfer, then, the Landlord's right to cancel this Lease as aforesaid
shall become null and void in such instance.

9.10.3 The Tenant shall not print, publish or display any notice or
advertisement advertising the whole or any part of the Leased Premises for the
purposes of assignment or subletting without the prior approval by the Landlord
of the complete text or format of any such notices of advertisement.

9.11 Corporate Ownership

That if the Tenant is a corporation or if the Landlord has consented to a
transfer of this Lease to a corporation, any transfer or issue by sale,
assignment, bequest, inheritance, operation of law or other disposition or by
subscription from time to time of all or any part of the corporate shares of the
Tenant or of any parent or subsidiary corporation of the Tenant or any
corporation which is an associate or an affiliate of the Tenant (as those terms
are defined pursuant to the Business Corporations Act S.O. 1982, and amendments
thereto) which result in any changes in the present effective voting control of
the Tenant by the parties holding such voting control at the date of execution
of this Lease (or at the date a transfer of the Lease to a corporation is
permitted) and which does not receive the prior written consent of the Landlord
in each instance, which consent may not be unreasonably withheld, shall entitle
the Landlord to terminate this Lease upon five (5) days' written notice to the
Tenant. If the Landlord elects to cancel this Lease as aforesaid, the Tenant
shall have the right to advise the Landlord within fifteen (15) days after
written notice of the Landlord's election to terminate this Lease that the
Tenant elects to have this Lease reinstated by the
<PAGE>


                                       9

transfer, sale, assignment or other disposition (the "re-transfer") from the
shareholders of the Tenant after such change in control to the shareholders of
the Tenant existing as of the date of the execution of this Lease (or at the
date that a transfer Customer ServiceFinancial Printing Grouptransfer, sale,
assignment or other disposition (the "re-transfer") from the shareholders of the
Tenant after such change in control to the shareholders of the Tenant existing
as of the date of the execution of this Lease (or at the date that a transfer of
this Lease to a corporation is permitted).  If the Tenant effects such re-
transfer within thirty (30) days following receipt of notice of the Landlord's
election, and forthwith thereafter provides the Landlord with evidence
satisfactory to the Landlord or such re-transfer, this Lease will be reinstated
as of the date of the termination by the Landlord as aforesaid.  If this Lease
is terminated, the Landlord may re-enter and take possession of the Leased
Premises whereupon the Landlord's rights and remedies contained in Paragraph 14
hereof shall apply.  The Tenant shall make available to the Landlord all
corporate books and records of the Tenant for inspection at all reasonable times
in order to ascertain whether there has been any change in control.  Provided,
notwithstanding anything contained in this Paragraph 9.11 to the contrary, the
provisions of this paragraph shall not apply to the Tenant if at such time (a)
the Tenant is a public corporation whose shares are traded and listed on any
recognized stock exchange in Canada or the United States, or (b) the Tenant is a
private corporation but is controlled by a public corporation defined as
aforesaid.

9.12      Nuisance
          --------

That the Tenant will not do or omit to do or permit to be done or omitted
anything upon or in respect of the Leased Premises, the doing or omission of
which, as the case may be, shall be or result in any nuisance or menace to the
Landlord or to the other Tenants of the Building, and including, without
limitation, the Tenant shall not keep in, on or around the Leased Premises any
animals, birds or other pets; and that no machinery shall be used on the Leased
Premises which shall cause any undue vibration in or to the Leased Premises, and
if the Landlord or any other occupants of the building shall complain that any
machinery or operation thereof in or on the Leased Premises is a nuisance to it
or them, as the case may be, upon receiving notice thereof, the Tenant will
immediately cease such nuisance.

10.       INSURANCE
          ---------

10.01     Landlord's Insurance
          --------------------

10.01.1   Subject to the provisions of Paragraph 11 hereof, the Landlord shall,
at all times throughout the Term of this Lease, take out and maintain insurance
covering:

10.01.1.1 The Building (excluding the foundations and excavations) and the
machinery, boilers and equipment contained therein and owned by the Landlord
(specifically excluding any property with respect to which the Tenant and other
Tenants of the Building are obligated to insure pursuant to Paragraph 10.02
hereof or similar sections in their respective leases) against damage by fire
and extended perils coverage including (where applicable) sprinkler leakage,
earthquake, flood and collapse in an amount of not less than the full
replacement cost thereof, and with such reasonable deductions as would be
carried by a prudent owner of a similar building, having regard to the size, age
and location of the Building;

10.01.1.2 The repair and replacement of boilers, pressure vessels, air-
conditioning equipment and miscellaneous electrical apparatus on a broad form
blanket coverage basis;

10.01.1.3 Loss of insurable gross profits attributable to all perils insured
against by the Landlord or commonly insured against by prudent landlords,
including loss of all rentals receivable from the Tenants in the Building in
accordance with the provisions of their respective leases, including Minimum
Rent and additional rent in such amount as the Landlord or the Landlord's
mortgagee from time to time requires;

10.01.1.4 Public liability and property damage including the exposure of
personal injury, bodily injury, property damage occurrence, owner's protective
coverage and contractual obligations coverage, in such reasonable amounts and
with such reasonable deductions as would be carried by a prudent owner of a
similar building, having regard to the size, age and location of the Building;
and;

10.01.1.5 Any other form of such reasonable insurance which the Landlord or the
Landlord's mortgagee reasonably requires from time to time for insurable risk
and in amounts against which a prudent landlord would insure.

10.01.2   Notwithstanding any contribution by the Tenant to the cost of
insurance premiums in respect of the insurance maintained by the Landlord for
the Building as herein provided, 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 insurance policies carried by the Landlord.



<PAGE>

                                       10


10.01.3 The Landlord agrees to use all reasonable endeavours to obtain from its
insurers a waiver of the insurer's rights of subrogation to proceed against the
Tenant and against those for whom the Tenant is in law responsible. If as a
result of the obtaining of such waiver of subrogation, the costs of the
Landlord's insurance premiums are increase, the Tenant covenants to pay such
increase to the Landlord on demand.

10.02 Tenant's Insurance

10.02.1 The Tenant shall, throughout the Term of the Lease, at its sole cost
and expense, take out and keep in full force and effect in the names of the
Tenant, the Landlord and the Landlord's mortgagee, as their respective interests
may appear, the following insurance:

10.02.1.1 Insurance upon property of every description and kind owned by the
Tenant or for which the Tenant is legally liable or installed by or on behalf of
the Tenant and which is located within the Building, including, without
limitation, stock in trade, furniture, fittings, installations, alterations,
additions, partitions, fixtures and anything in the nature of a leasehold
improvement in an amount of not less than one hundred (100%) percent of the full
replacement cost thereof, with coverage against at least the perils of fire and
standard extended coverage, including sprinkler leakages (where applicable),
earthquake, flood and collapse. If there is a dispute as to the amount which
comprises the full replacement cost, the decision of the Landlord or the
Landlord's mortgagee shall be conclusive;

10.02.1.2 Broad form boiler and machinery insurance on a blanket repair and
replacement basis with limits for each accident in an amount not less than the
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 the Leased Premises or relating to or serving the Leased
Premises;

10.02.1.3 Business interruption insurance in such amounts as will reimburse the
Tenant for direct or indirect loss of earnings attributable to all perils
insured against in Paragraphs 10.02.1.1 and 10.02.1.2 and any other perils
commonly insured against by a prudent tenant or attributable to prevention of
access to the Leased Premises or the Building as a result of such peril;

10.02.1.4 Public Liability and property damage insurance including personal
injury liability, contractual liability, non-owned automobile liability and
owners' and contractors' protective insurance coverage with respect to the
Leased Premises and the Tenant's use of the Common Areas and Facilities,
coverage to include the activities and operations conducted by the Tenant and
any other parties on the Leased Premises and by the Tenant and any other parties
performing work on behalf of the Tenant and those for whom the Tenant is in law
responsible in any other part of the Building. Such policies shall be written on
a comprehensive basis with inclusive limits of not less than Five Million
Dollars ($5,000,000.00) for bodily injury to any one or more persons or property
damage, and such higher limits as the Landlord or the Landlord's mortgagee
reasonably requires from time to time, and shall not be invalidated as respects
the interests of the Landlord and the Landlord's mortgagee by reason of any
breach or violation of any warranties, representations, declarations or
conditions contained in the policies. All such policies must contain a
severability of interests clause, a cross liability clause and shall be primary
and shall not call into contribution any other insurance available to the
Landlord or to the Landlord's mortgagee, except where the Landlord or its agent
are directly at fault;

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

10.02.1.6 Any other form of insurance as the Tenant or the Landlord or the
Landlord's mortgagee reasonably requires from time to time, in form, in amounts
and for insurance risks against which a prudent tenant would insure.

10.02.1.7 Standard owner's form automobile insurance policy with One Million
Dollars ($1,000,000.00) inclusive limits.

10.02.2 All policies required to be written on behalf of the Tenant pursuant to
Paragraphs 10.02.1.1, 10.02.1.2, 10.02.1.3 shall contain the standard mortgage
clause of the Landlord's mortgagee and shall contain a waiver of any subrogation
rights which the Tenant's insurers may have against the Landlord and against
those for whom the Landlord is in law responsible.

10.02.3 All insurance policies of the Tenant shall be taken out with insurers
acceptable to the Landlord and shall be in a form satisfactory from time to time
to the Landlord. The Tenant agrees that certificates of insurance or, if
required by the Landlord or the Landlord's mortgagees, certified copies of each
such insurance policy, will be delivered to the Landlord as soon as practicable
after the placing of the required insurance. All such policies shall contain an
undertaking by the insurers
<PAGE>

                                      11

to notify the Landlord and the Landlord's mortgagee in writing not less than
thirty (30) days prior to any material change, cancellation, failure to renew,
or termination thereof.

10.02.4   The Tenant agrees that if the Tenant fails to take out or to keep in
force any such insurance referred to in Paragraph 10.02.1, or should any such
insurance not be approved by either the Landlord or the Landlord's mortgagee,
and should the Tenant not rectify the situation within forty-eight (48) hours
after written notice by the Landlord to the Tenant (stating if the Landlord or
the Landlord's mortgagee does not approve of such insurance, the reasons
therefore), the Landlord has the right without assuming any obligation in
connection therewith, to effect such insurance at the sole cost and expense of
the Tenant and all outlays by the Landlord shall be immediately paid by the
Tenant to the Landlord as additional rent on the first day of the next month
following such payment by the Landlord, without prejudice to any other rights
and remedies of the Landlord under this Lease.

10.02.5   If the occupancy of the Leased Premises, the conduct of business in
the Leased Premises, or any acts or omissions of the Tenant in the Building or
any part thereof, causes or results in any increase in premiums for the
insurance carried from time to time by the Landlord with respect to the
Building, the Tenant shall pay any such increase in premiums, as additional
rent, forthwith after invoices for such additional premiums are rendered by the
Landlord. In determining whether increased premiums are caused by or result from
the use and occupancy of the Leased Premises, a schedule issued by the
organization computing the insurance rate on the Building showing the various
components of such rate shall be conclusive evidence of the several items and
charges which make up such rate. The Tenant shall comply promptly with all
requirements and recommendations of the Insurer's Advisory Organization of
Canada (or any successor thereof) or of any insurer now or hereafter in effect,
pertaining to or affecting the Leased Premises.

10.02.6   If any insurance policy upon the Building 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 and occupation
of the Leased Premises or any part thereof by the Tenant or by any assignee or
sub-tenant of the Tenant, or by anyone permitted by the Tenant  to be upon the
Leased Premises, and if the Tenant fails to remedy the conditions giving rise to
the cancellation, threatened cancellation or reduction of coverage within forty-
eight (48) hours after notice thereof by the Landlord, the Landlord may, at its
option, either (a) reenter and take possession of the Leased Premises forthwith
by leaving upon the Leased Premises a notice in writing of its intention so to
do and thereupon the Landlord shall have the same rights and remedies as
contained in Paragraph 14 hereof, or, (b) enter upon the Leased Premises and
remedy the conditions giving rise to such cancellation, threatened cancellation
or reduction, and the Tenant shall forthwith pay the cost thereof to the
Landlord, which cost may be collected by the Landlord as additional rent and the
Landlord shall not be liable for any damage or injury caused to any property of
the Tenant or of others located on the Leased Premises as a result of such
entry.  The Tenant agrees that any such entry by the Landlord is not a re-entry
or a breach of any covenant for quiet enjoyment contained in this Lease.

11.       OPERATING COSTS
          ---------------

11.01     In each year of the Term, the Tenant will pay to the Landlord in
addition to the Minimum Rent specified in Paragraph 4.01 hereof, as further
additional rent, the Tenant's proportionate share (as hereinafter defined) of
the Landlord's costs and expenses of maintaining, operating, insuring,
repairing, supervising and administering the Building and the Common Areas and
Facilities ("Operating Costs"), as a first-class industrial mall-type building
so as to maintain its high character and distinction, such costs and expenses to
include (without duplication), without limitation:

11.01.1   The total costs and expenses incurred by the Landlord in insuring the
Building pursuant to Paragraph 10.01.1 hereof;

11.01.2   Real property taxes (including school taxes and local improvement
rates) and all business and other taxes, if any, from time to time payable by
the Landlord which are levied or assessed or allocated by the Landlord pursuant
to Paragraph 9.03.2 hereof, against or in respect of the Common Areas and
Facilities, or against the Landlord on account of its ownership thereof;

11.01.3   The total cost of operating, maintaining, lighting, cleaning
(including snow), heating equipment and air-conditioning equipment, supervising,
policing, landscaping, repairing (including any and all repairs to structural
portions) all Common Areas and Facilities, including, without limitation, all
monies paid or incurred to persons, firms or corporations employed by the
Landlord to perform same;

11.01.4   Depreciation (i) on all maintenance and cleaning equipment from the
commencement of the Term, and (ii) of the reasonable costs incurred and to
incurred after the date determined by the



<PAGE>

                                       12


Landlord for repairing or replacing all fixtures, equipment and facilities
serving or comprising the Building and the Common Areas and Facilities which, by
their nature, require periodic or substantial repair or replacement in either
case, at rates on the various items determined from time to time by the Landlord
acting reasonably and in accordance with sound accounting principles;

11.01.5 Interest calculated at two percentage points above the rates charged at
the end of the Landlord's fiscal year by the Canadian chartered bank designated
from time to time by the Landlord upon the unamortized portion of the original
cost of all maintenance and cleaning equipment and of the cost of such repairs
and replacement to the extent set out in Paragraph 11.01.4 above;

11.01.6 All expenses incurred or paid by the Landlord in connection with the
maintenance, repair (including any and all repairs to structural portions),
restoration, operation, supervision and administration of the Building and all
services connected therewith, including, without limitation, the cost of
providing hot and cold water, electricity, gas, sprinklers, sprinkler monitors,
lighting, steam or other public or private utilities not otherwise payable by
the Tenant, cost of window cleaning, painting, garbage removal, telephone and
other public utility costs, cost of service contracts with independent
contractors, mechanical service contracts on heating and air condition
equipment, remuneration to managing agents, costs of audit and accounting fees
together with an administrative fee of ten percent (10%) of such total annual
costs and expense payable pursuant to Paragraph 11.01 but specifically excluding
the costs under Paragraphs 11.01.1 and 11.01.2;

11.01.7 There shall however be excluded from Operating Costs the amounts or
proceeds actually recovered by the Landlord from insurance for repairs to damage
or from other tenants or parties relating to damage, the cost or repair of which
was included in Operating Costs.

11.02 The term "Proportionate Share" as used in Paragraph 11.01 and elsewhere in
the Lease, shall mean a fraction, the numerator of which is the Rented Area of
the Leased Premises and the denominator of which is the total rentable area of
the Building (excluding the Common Areas and Facilities and, for greater
certainty, excluding the area of any power and boiler room).

11.03 The amounts payable by the Tenant pursuant to Paragraph 11.01 may be
estimated by the Landlord for such period or periods as the Landlord may
determine from time to time, and the Tenant shall pay to the Landlord the
Tenant's Proportionate Share as so estimated of such amounts in monthly
installments, in advance, during such periods together with all other rental
payments provided for in this Lease. Notwithstanding anything contained in this
Paragraph 11.03 to the contrary, as such time as the Landlord expends any money
or incurs any charges or expenses in respect of the cost of maintaining,
operating, repairing, replacing or administering the Building and the Common
Areas and Facilities thereof, pursuant to Paragraph 11.01 hereof, or, as soon as
bills for all or any portion of the amounts so estimated by the Landlord, as
aforesaid, are received, the Landlord may thereafter bill the Tenant for the
Tenant's Proportionate Share thereof (less all amounts previously paid by the
Tenant on the basis of the Landlord's estimate aforesaid, which have not already
been so applied) and the Tenant shall forthwith pay to the Landlord upon demand
such amounts so expended or billed, as additional rent. At the end of the period
for which such estimated amounts have been made, the Landlord shall deliver to
the Tenant a statement of the actual amounts and costs referred to in Paragraph
11.01 and the determination of the Tenant's Proportionate Share thereof, and if
necessary, an adjustment shall be made between the parties hereto. If the Tenant
shall have paid in excess of such annual amounts, the excess shall be refunded
by the Landlord within a reasonable period of time after delivery of the said
statement. If the amount the Tenant has paid is less than such actual amounts
the Tenant agrees to pay the Landlord any such extra amount or amounts with the
next monthly payment of Minimum Rent.

11.04 Despite any other section or clause of this Lease, the Tenant shall pay to
the Landlord an amount equal to any and all goods and services taxes, taxes,
sales taxes, value added taxes, business transfer taxes, or any other imposed on
the Landlord with respect to Rent payable by the Tenant to the Landlord under
this Lease, or in respect of the rental of space under the Lease, whether to the
Landlord under this lease, or in respect of the rental of space under this
Lease, whether characterized as a goods and services tax, sales tax, value added
tax, business transfer tax or otherwise (herein called "Sales Taxes"), it being
the intention of the parties that the Landlord shall be fully reimbursed by the
Tenant with respect to any and all Sales Taxes payable by the Landlord.

12. MUTUAL COVENANTS

Provided, and it is expressly agreed:

12.01 Seizure and Bankruptcy

That, in case, without the written consent of the Landlord, the Leased Premises
shall
<PAGE>

                                       13


become and remain vacant or not used for a period of four business (4) days
while the same is suitable for use by the Tenant, or shall be used by any person
other than the Tenant, or in case the Term or any of the goods and chattels of
the Tenant shall be at any time seized or taken in execution or in attachment by
any creditor of the Tenant, or if the Tenant shall make any assignment for the
benefit of creditors or give any bill of sale without complying with The Bulk
Sales Act (Ontario) or become bankrupt or insolvent, or take the benefit of any
Act now or hereafter in force for bankrupt or insolvent debtors or file any
proposal or make an assignment for the benefit of creditors or if a receiver is
appointed for all or a portion of the Tenant's property or if any order is made
for the winding up of the Tenant, or if the Tenant shall make a sale in bulk,
or, if the Tenant abandons or attempts to abandon the Leased Premises or to sell
or dispose of any of the goods and chattels of the Tenant or to remove them from
the leased Premises so that there would not in the event of such sale or
disposal be sufficient goods on the leased Premises subject to distress to
satisfy all rentals due or accruing hereunder, or if the Tenant shall fail to
pay any rent or other sums due hereunder on the day or dates appointed for
payment thereof, or, if the Tenant shall fail to perform any other of the terms,
conditions, or covenants of this Lease to be observed or performed by the
Tenant, or if re-entry is permitted under any other terms of the Lease then, and
in every such case, the then current month's rent and the next ensuing three
month's rent and additional rent shall immediately become due and payable as
accelerated rent, and, at the option of the Landlord this Lease shall cease and
determine and the Term hereby demised shall immediately become forfeited and
void, in which event, the Landlord may re-enter and take possession of the
Leased Premises as though the Tenant or any occupant or occupants of the Leased
Premises was or were holding over after the expiration of the Term without any
rights whatsoever.

12.02 No Exceptions for Distress

That, in consideration of the leasing and letting by the Landlord to the Tenant
of the Leased Premises for the Term hereby created (and it is upon that express
understanding that these presents are entered into), and notwithstanding
anything contained in Section 30 of Chapter 232 of The Revised Statues of
Ontario, 1980, or any other Statutes subsequently passed to take the place of
the said Act or to amend the same, 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 rent in arrears by the Tenant or on distress
being made by the Landlord, this covenant and agreement may be pleaded as an
estoppel against the Tenant in any action brought to test the right to the
levying upon any such goods as are named as exempted in said Section or Sections
of the said Act or any amendments or amendments thereto; the Tenant waiving as
it hereby does all and every benefit that could or might have accrued to the
Tenant under and by virtue of the said Section or Sections of the said Act, or
any amendment or amendments thereto but for this covenant.

12.03 Public Liability

That the Landlord shall not be liable for any death or injury arising from or
out of any occurrence in, upon, at or relating to the Building, or damage to
property of the Tenant or of others located on the Leased Premises, nor shall
the Landlord be responsible for any loss of or damage to any property of the
Tenant or others from any cause whatsoever, whether or not any such death,
injury, loss or damage results from the negligence of the Landlord, its agents,
servants, employees or any other parties for whom it may be in law responsible.
Without limiting the generality of the foregoing, the Landlord shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water, rain, snow or leaks
from any part of the Leased Premises or from the pipes, appliances, plumbing
works, roof, or subsurface of any floor or ceiling or from the street or any
other place or by dampness or by any cause of whatsoever nature. The Landlord
shall not be liable for any such damage caused by other Tenants or persons in
the Building or by occupants of adjacent property 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 shall be so kept or stored at the
risk of the Tenant only and the Tenant shall hold the Landlord harmless from and
against any claims arising out of damages to the same, including subrogation
claims by the Tenant's insurers.

12.04 Holding Over

That if the Tenant shall continue to occupy the Leased Premises at the
expiration of this Lease with the consent of the Landlord and without any
further written agreement, the Tenant shall be a monthly tenant and the monthly
Minimum Rent payable by the Tenant for a month or part thereof shall be equal to
200% of the monthly Minimum Rent paid or payable by the Tenant for the last
month of the Term pursuant to Paragraph 4 hereof and otherwise on the same terms
and condition herein set forth, except as to renewal of tenancy.

12.05 Over-Loading
<PAGE>

                                       14


            That the Tenant will not bring upon the Leased Premises or any part
thereof, any machinery, equipment, article or thing that by reason of its
weight, size, or use might, in the opinion of the Landlord, damage the Leased
Premises and will not at any time overload the floors of the Leased Premises,
the roof deck, the perimeter walls, office ceilings, structural steel elements,
overhead doors or the parking lots, and that if any damage is caused to the
Leased Premises or Common Areas and Facilities by any machinery, equipment,
article or thing or by overloading, or by any act, neglect or misuse on the part
of the Tenant, or any of its servants, agents or employees, or by any person
having business with the Tenant on demand, the Tenant shall forthwith repair the
same or pay to the Landlord the cost of making good the same.

12.06 Tenant not to Overload Facilities

            That the Tenant will not install any equipment which would exceed or
overload the capacity of the utility facilities in the Leased Premises or the
electrical wiring and service in the Building or in the Leased Premises and
agrees that if any equipment installed by the Tenant shall require additional
utility facilities, same shall be installed, if available, and subject to the
Landlord's prior written approval thereto (which approval may not be
unreasonably withheld), at the Tenant's sole cost and expense in accordance with
plans and specifications to be approved in advance by the Landlord, in writing.

12.07 Plumbing Facilities

            That the plumbing facilities (if any) in the Leased Premises shall
not be used for any other purpose than that for which they are constructed, and
no foreign substance of any kind shall be thrown therein and the expense of any
breakage, stoppage or damage resulting from a violation of this provision shall
be borne by the Tenant, as additional rent, payable forthwith on demand.

12.08 Indemnification

            That, notwithstanding any other terms, covenants and conditions
contained in this Lease, including, without limitation, the Landlord's
obligation to take out insurance as set out in Paragraph 10.01.1 hereof, and the
Tenant's obligation to pay its Proportionate Share of the cost of insurance in
accordance with the provisions of Paragraph 11 hereof, the Tenant shall
indemnify the Landlord and save it harmless from and against any and all loss
(including loss of all rentals payable by the Tenant pursuant to this Lease)
claims, actions, damage, liability and expense in connection with loss of life,
personal injury, damage to property or any other loss or injury whatsoever
arising from or out of this Lease or any occurrence in, upon or at the Leased
Premises, or the occupancy or use by the Tenant of the Leased Premises or any
part thereof, or occasioned wholly or in part by any 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 to any litigation
commenced by or against the Tenant, then the Tenant shall protect, indemnify and
hold the Landlord harmless and shall pay all costs, expenses and reasonable
legal fees incurred or paid by the Landlord in connection with any such
litigation. The Tenant shall pay all costs, expenses and legal fees (on a
solicitor and his client bases) that may be incurred or paid by the Landlord in
enforcing the terms, covenants and conditions in this Lease, unless a Court
shall decide otherwise.

12.09 Repair Where Tenant at Fault

            That, notwithstanding any other terms, covenants and conditions
contained in this Lease, including, without limitation, the Tenant's obligation
to pay its Proportionate Share of the costs of insurance in accordance with
Paragraph 11 hereof, in the event the Building, the Common Areas and Facilities
thereof, the Leased Premises, or any equipment, machinery facilities or
improvements contained therein or made thereto or the roof or the outside walls
of the Building, or any other structural portions thereof require repair or
become damaged or destroyed through the negligence, carelessness or misuse of
the Tenant, its servants, agents, employees, contractors, or through it or them
in any way, stopping up or injuring the heating apparatus, water pipes, drainage
pipes or other equipment or facilities or parts of the Building, the expense of
all such necessary repairs, replacements or alterations, plus a further fifteen
percent (15%) of the costs thereof, shall be borne by the Tenant who will pay
the same to the Landlord forthwith upon presentation of an account of such
expenses incurred by the Landlord as aforesaid.

12.10 Refuse

            That the Tenant will not use any outside garbage or other containers
or allow any ashes, refuse, garbage or other loose or objectionable material to
accumulate in or about the Leased Premises, and will at all times keep the
Leased Premises in a clean tidy and broom swept condition. The Tenant will not
store or cause to be stored outside of the Leased Premises, any of its
inventory, stock-in-trade, or raw materials.
<PAGE>

                                       15

12.11 Loading and Unloading

            That all loading and unloading of merchandise, supplies, materials,
garbage and all other chattels shall be effected only through or by means of
such doorways, corridors or loading docks as the Landlord shall designate from
time to time and shall be subject to all such rules and regulations as the
Landlord shall promulgate in connection therewith from time to time.

12.12 Leased Premises

            That, whenever in this Lease reference is made to the Leased
Premises, it shall include, without limitation, all structural portions,
improvements, equipment, systems and erections, in or upon the Leased Premises
or any part thereof from time to time.

12.13 Evidence of Payment by the Tenant

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

12.14 Adjustment of Taxes

            That the taxes and local improvement rates and, where necessary, all
other charges payable by the Tenant hereunder in respect of the first and least
years of the Term shall be adjusted between the Landlord and the Tenant
accordingly.

12.15 Tenant Shall Discharge All Liens

            That the Tenant shall promptly pay all its contractors, suppliers
and materialmen and shall do any and all things necessary to minimize the
possibility of a lien attaching to the Leased Premises or to any part of the
Building and should any lien be made or filed, the Tenant shall discharge the
same forthwith (after notice thereof is given to the Tenant) as the Tenant's
expense. In the event the Tenant shall fail to cause any such lien to be
discharged, as aforesaid, then, in addition to any other right or remedy of the
Landlord, the Landlord may, but it shall not be obligated, discharge same by
paying the amount claimed to be due into Court or directly to any such lien
claimant and the amount so paid by the Landlord and all costs and expenses
including solicitors' fees (on a solicitor and his client basis) incurred herein
for the discharge of such lien shall be due and payable by the Tenant to the
Landlord as additional rent on demand.

12.16 Changing of Locks

            The Tenant covenants that it will not, without the Landlord's prior
written consent which shall not be unreasonably withheld, change or replace any
of the locks, cylinders or keys in the Leased Premises.

12.17 Window Coverings

            Should the Landlord have provided upon the interior of the windows
of the Leased Premises all such window coverings necessary to cover the windows
of the Leased Premises, of uniform material and style as adopted by the Landlord
for the entire Building. The window coverings installed pursuant to this
Paragraph 12.17 shall remain the exclusive property of the Landlord.

13. FIXTURES AND REMOVAL AND RESTORATION BY TENANT

13.01 All alterations, decorations, additions and improvements (sometimes
hereinafter collectively called "alterations") made by the Tenant, or made by
the Landlord on the Tenant's behalf (other than the Tenant's trade fixtures)
shall immediately become the property of the Landlord without compensation
therefore to the Tenant. Such alterations shall not be removed from the Leased
Premises either during or at the expiration of the Term or sooner determination
of this Lease except that:

13.01.1 The Tenant may at the end of the Term, if not in default, remove its
trade fixtures at its own cost;

13.01.2 The Tenant may remove its trade fixtures at the end of the Term, and
also during the Term, in the usual and normal course of its business or if such
trade fixtures have become excess for the Tenant's purpose or if the Tenant is
substituting therefore new and similar trade fixtures, provided the Tenant is
not in default and provided the Tenant first notifies the Landlord thereof.
<PAGE>

                                       16


13.02 The Tenant shall, in the case of every such installation or removal,
either during or at the end of the Term, make good any damage caused to the
Leased Premises or to the Building by the installation or removal of any such
alterations.

13.03 It is understood and agreed that the Tenant will not remove or carry away
from the Leased Premises any plumbing, heating, floor coverings affixed to the
floor of the Leased Premises, light fixtures, drapes or curtains, ventilating
and air-conditioning plant or equipment or other building service or services;
and the Tenant shall leave the plumbing, heating, ventilating and
air-conditioning equipment and systems in good operating condition, subject to
the Tenant's repair obligations hereunder, at the expiry of the Term.

13.04 If the Tenant dues not remove its trade fixtures at the expiration or
earlier termination of the Term, such trade fixtures, at the option of the
Landlord, shall become the Landlord's property and may be removed from the
Leased Premises and sold or otherwise disposed of by the Landlord.

14. RE-ENTRY

14.01 Proviso for re-entry by the Landlord on non-payment of rent or
non-performance of covenants.

14.02 Notwithstanding any statutory provision to the contrary, if the Tenant
shall fail to comply with any of its covenants herein contained including the
covenant to pay Minimum Rent and any additional rent due pursuant to this Lease,
the Landlord may give to the Tenant not less than five (5) days written notice
requiring such default to be remedied and if such default is not remedied by the
Tenant within the aforesaid five (5) day period, then and in any such case, the
Landlord shall be entitled to proceed against the Tenant pursuant to Paragraph
14.03 herein.

14.03 If the Landlord elects to re-enter, as herein provided, or if it takes
possession pursuant to legal proceedings or pursuant to any notice provided by
law, it may either terminate this Lease or it may, from time to time, without
terminating this Lease, make such alterations and repairs as may be necessary in
order to relet the Leased Premises, or any part thereof for such term or terms
(which may be for a term or terms extending beyond the Term of this Lease) and
at such rental or rentals and upon such other terms and conditions as the
Landlord, in its sole discretion, may deem advisable. Upon each such reletting
all rentals received by the Landlord from such reletting shall be applied,
first, to the payment of any indebtedness, other than rent due hereunder, owing
by the Tenant to the Landlord; second, to the payment of any costs and expenses
of such reletting, including brokerage fees, solicitor's fees and the costs of
such alterations and repairs, third, to the payment of all rentals due and
unpaid hereunder, and the residue, if any, shall be held by the Landlord and
applied in payment of future rent as the same may become due and payable
hereunder. If the rentals received from such reletting during any month shall be
less than that to be paid during the month by the Tenant hereunder, the Tenant
shall pay any such deficiency to the Landlord. Such deficiency shall be
calculated and paid monthly. No such re-entry or taking possession of the Leased
Premises by the Landlord shall be construed as an election on its part to
terminate this Lease unless a written notice of such intention is given to the
Tenant. Notwithstanding any such reletting without termination, the Landlord may
at any time thereafter elect to terminate this Lease for such previous breach.
Should the Landlord at any time terminate this Lease for any breach, in addition
to any remedies it may have, it may recover from the Tenant all damages it has
incurred or may incur by reason of such breach, including the cost of recovering
the Leased Premises, reasonable solicitor's fees, and including the worth at the
time of such termination of the excess, if any, of the amount of rent and
charges equivalent to the rent reserved in this Lease for the remainder of the
stated Term over the then reasonable rental value as determined by the Landlord
for the remainder of the stated Term, all of which amounts shall be immediately
due and payable from the Tenant to the Landlord.

15. EXPENSES AND REMOVAL OF CHATTELS

15.01 In case suit shall be brought for recovery of possession of the Leased
Premises, or, for the recovery of rent or any other amounts due under the
provisions of this Lease, or because of the breach of any other covenants herein
contained on the part of the Tenant to be kept or performed, and a breach shall
be established, the Tenant shall pay to the Landlord all expenses incurred
therefore, including reasonable solicitor's fees.

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


                                      17


16. LANDLORD MAY CURE TENANT'S DEFAULT

16.01 If the Tenant shall fail to pay, when due, any amounts or charges required
to be paid pursuant to this Lease, the Landlord, after giving five (5) days'
notice in writing to the Tenant, may, but shall not be obligated to, pay all or
any part of the same. If the Tenant is in default in the performance of any of
its covenants or obligations hereunder, (other than payment of Minimum Rent or
other sums required to be paid pursuant to the terms of this Lease), the
Landlord may from time to time after the giving of such notice as it shall deem
sufficient, having regard to the circumstances applicable (or no notice in the
case of an emergency or apprehended emergency) 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 requisite, 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 may reasonably consider requisite
or necessary. All expenses incurred and expenditures made by or on behalf of the
Landlord under this Paragraph 16, plus a sum equal to fifteen percent (15%)
thereof shall be additional rent hereunder and shall be paid by the Tenant upon
demand. The Landlord shall have no liability to the Tenant for any loss or
damage resulting from any such action by the Landlord, and any entry by the
Landlord under the provisions of this Paragraph 16 shall not constitute a breach
of the covenant for quiet enjoyment or an eviction.

17. LIEN ON TRADE FIXTURES AND SECURITY OVER TENANT'S CHATTELS

17.01 If the Tenant at the expiration or earlier termination of this Lease shall
be in default under any covenant or agreement contained herein, the Landlord
shall have a lien on all stock-in-trade, inventory, fixtures, equipment and
facilities of the Tenant as security against loss or damage resulting from any
such default by the Tenant, and the stock-in-trade, inventory, fixtures,
equipment or facilities shall not be removed by the Tenant until such default is
cured, or as otherwise directed by the Landlord.

17.02.1 The Tenant hereby grants to the Landlord a security interest ("Security
Interest") in all personal property of any kind including, without limiting the
generality of the aforegoing, all goods, chattels, trade fixtures, furniture,
equipment, inventory, stock-in-trade, chattel paper, instruments, documents of
title, supplies, securities and intangibles (hereinafter collectively called the
"Collateral") which are or may, at any time hereafter, be in or on the Leased
Premises, to secure the payment of all Minimum Rent and additional rent and the
fulfilment of the other obligations of the Tenant under this Lease. Except for
the Security Interest, the Tenant agrees that all Collateral shall be the
unencumbered property of the Tenant. The Tenant agrees that it shall, at the
request of the Landlord, enter into a separate security agreement, mortgage or
other similar charge or security instrument, in addition to this security
agreement hereby granted, or agrees to document separately the Security Interest
hereby granted on such terms as the Landlord shall reasonably require on all of
the Collateral in the Leased Premises at any time during the Term including all
after-acquired items forming part of the Collateral, as security for the payment
of Minimum Rent, additional rent and the performance by the Tenant of all of its
other obligations pursuant to this Lease. Notwithstanding any additional or
separate security agreement, mortgage, charge or other security instrument given
by the Tenant to the Landlord, the Tenant confirms and agrees that the Security
Interest given pursuant to this Paragraph 17.02.1 is complete and intended to be
valid without the necessity of the Tenant's giving or having to give any other
or further documentation. The Tenant agrees that the Security Interest shall
attach to the Collateral forthwith upon the execution hereof and that, to the
extent necessary to give full effect to this Paragraph 17.02.1, this Lease is
entitled to be considered a Security Agreement as defined in the Personal
Property Security Act of Ontario;

17.02.2 The Landlord may, on any default by the Tenant under this Lease, realize
upon the Collateral and enforce its rights under the Security Interest by any
remedy or proceeding permitted at law or by this Agreement, including, without
limitation, all or any rights and remedies available to a secured party under
the Personal Property Security Act of Ontario and any other similar statute,
including the right to recover the reasonable expenses of retaking, holding,
repairing, processing, preparing for disposition and disposing of the Collateral
and other reasonable expenses including reasonable legal costs incurred by the
Landlord;

17.02.3 This Security Interest shall not be deemed to have been satisfied,
discharged or redeemed by reason of the Tenant's not being indebted to the
Landlord at any time or from time to time and no payment shall reduce the amount
secured by this Security Interest except to the extent expressly approved by the
Landlord in writing;

17.02.4 This Security Interest is given in addition to and not as an alternative
to any other rights of the Landlord under this Lease or at law including,
without limitation, the Landlord's rights of distress.
<PAGE>

                                      18


18. ADDITIONAL RENT

18.01 If the Tenant shall be in default in the payment of any amounts or charges
required to be paid pursuant to the terms of this Lease, they shall, if not paid
when due, be collectible as rent with the next monthly instalment of Minimum
Rent thereafter falling due hereunder, but nothing herein contained shall be
deemed to suspend or delay the payment of any amount, money or charge at the
time same becomes due and payable hereunder, or limit any other remedy of the
Landlord. The Tenant covenants and 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, in its sole
discretion, sees fit.

19. NET LEASE

19.01 The Tenant acknowledges and agrees that it is intended that this Lease is
a completely carefree net lease to the Landlord, and, except as expressly herein
set out, that the Landlord is not responsible during the Term of the Lease for
any costs, charges, expenses and outlays of any nature whatsoever arising from
or relating to the Leased Premises or the use and occupancy thereof or to the
contents thereof, or the business carried on therein, and the Tenant shall pay
all charges, impositions, costs and expenses of any nature or kind relating to
the Leased Premises, except as expressly herein set out.

20. QUIET ENJOYMENT

20.01 Upon the payment by the Tenant of the rents herein provided and upon the
observance and performance of all covenants, terms and conditions of the
Tenant's part to be observed and performed, the Tenant shall peaceably and
quietly hold and enjoy the Leased Premises for the Term hereby demised without
hindrance or interruption by the Landlord, or any other person or persons
lawfully claiming by, through or under the Landlord, subject, nevertheless, to
the terms and conditions of this Lease.

21. RIGHT OF ENTRY

21.01 The Landlord or its agents shall have the right to enter the Leased
Premises at all times, (i) to examine the same, (ii) to show them to prospective
purchasers, lessees, or mortgagees, and, (iii) without any obligation upon the
Landlord to do so, to make such repairs, alterations, improvements or additions
to the Leased Premises or the Building as the Landlord may deem necessary or
desirable. The Landlord shall be allowed to take all materials into and upon the
Leased Premises which may be required therefore without the same constituting an
eviction of the Tenant in whole or in part, and the rent reserved hereunder
shall not abate while such repairs, alterations, improvements or additions are
being made due to any loss or interruption of the business of the tenant or
otherwise. The Landlord shall not be liable for any damage, injury or death
caused to any person or property of the Tenant or of others located on the
Leased Premises as a result of such entry. During the six (6) months prior to
the expiration of the Term the Landlord may exhibit the Leased Premises to
prospective tenants and place upon the Leased Premises its usual notice "To Let"
which notice the Tenant shall permit to remain thereon without molestation. If
the Tenant shall not be personally present to open and permit an entry into the
Leased Premises at any time when for any reason entry therein shall be necessary
or permissible, the Landlord or its agents may enter the same by a master key or
may forcibly enter the same, and without rendering the Landlord or such agents
liable therefore, and without in any manner affecting the obligations and
covenants of the Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon the Landlord any obligation, responsibility or
liability whatsoever for the care, maintenance or repair of the Premises or any
part thereof except as otherwise herein specifically provided.

22. IMPROVEMENTS

22.01 If the Tenant shall during the Term desire to make alterations,
decorations, additions or improvements (sometimes hereinafter collectively
called "alterations") to any part of the Leased Premises, it may do so at its
own expenses at any time and from time to time, provided that such alterations
shall be made by contractors approved by the Landlord (such approval not to be
unreasonably denied or delayed), and provided further, that the Tenant's rights
to make such alterations to the Leased Premises shall be subject to the
following conditions:

22.01.1 Before undertaking any such alterations, the Tenant shall submit to the
Landlord a plan showing the proposed alterations and shall obtain the written
approval and consent of the Landlord to the same and such approval and consent
shall not be unreasonably withheld or delayed, provided such alterations are of
a non-structural nature, and further provided, no such alterations by the Tenant
shall commence until the Tenant has delivered to the Landlord a copy of all
requisite permits with respect hereto.
<PAGE>

                                      19


22.01.2 All such alterations shall conform to all building bylaws, if any, then
in force affecting the Leased Premises, the Building and the Lands and such
alterations or improvements shall be completed in a good and workmanlike manner.

22.01.3 Such alterations will not be, in the sole opinion of the Landlord acting
reasonably, of such kind or extent as to in any manner weaken the structure of
the Building after the alterations are completed or reduce the value of the
Building, and the Lands, in which case the Landlord may arbitrarily withhold its
consent to same.

23. FIRE.

23.01 Provided, and it is hereby expressly agreed, that if and whenever during
the Term, the Building shall be destroyed or damaged by fire, lightning or
other perils as are insured against by the Landlord from time to time, then and
in every such event:

23.01.1 If the damage or destruction to the Building renders twenty-five percent
(25%) or more of the Building wholly unfit for occupancy or if it is impossible
or unsafe to use and occupy the Building, or if in the reasonable opinion of the
Landlord the Building is damaged or destroyed to such a material extent or the
damage or destruction is of such a nature that the Building must be or should be
totally or partially demolished, whether to be reconstructed in whole or in part
or not, or if the cost of repairing or rebuilding the Building as a result of
such damage or destruction exceeds twenty-five percent (25%) of the replacement
cost thereof, the Landlord may at its option, terminate this lease by giving to
the Tenant notice in writing of such termination, in which event this Lease and
the Term hereby denied shall cease and be at an end as of the date of such
destruction or damage, and the Minimum Rent and all other payments for which the
Tenant is liable under the terms of this Lease shall be apportioned and paid in
full to the date of such destruction or damage.

23.01.2 If the damage or destruction is such that the Leased Premises are
rendered unfit for occupancy or if it is impossible or unsafe to use and occupy
the Leased Premises, and if in other event, the damage, in the reasonable
opinion of the Landlord, to be given to the Tenant within thirty (30) days of
the happening of such damage or destruction cannot be repaired with reasonable
diligence within one hundred and twenty (120) days from the happening of such
damage or destruction, then either the Landlord or the Tenant may within five
(5) days next succeeding the giving of the Landlord's opinion, as aforesaid,
terminate this Lease by giving to the other notice in writing of such
termination, in which event this Lease and the Term hereby devised shall cease
and be at an end as of the date of such damage or destruction, and the Minimum
Rent and all other payments for which the Tenant is liable under the terms of
this Lease shall be apportioned and paid in full to the date of such destruction
and damage. In the event that neither the Landlord nor the Tenant so terminate
this Lease, then, the Landlord shall repair the Leased Premised (to the extent
only of the Landlord's work in connection with the original construction of the
Leased Premises and for greater certainty shall in no event include any
leasehold improvement or fixtures unless originally installed by the Landlord)
with all reasonable speed and the Minimum Rent and additional rent hereby
reserved shall state.

23.01.3 If the damage is such that the Leased Premises are wholly unfit for
occupancy or if it is impossible and unsafe to use and occupy the Leased
Premises, but, if in either event, the damage, in the reasonable opinion of the
Landlord to be given to the Tenant within thirty (30) days from the happening of
such damage, can be repaired (to the extent hereinbefore set out in Paragraph
23.01.2) with reasonable diligence within one hundred and twenty (120) days from
the happening of such damage, then, the Minimum Rent and additional rent hereby
reserved shall not abate. Subject to the provisions relating to Unavoidable
Delay as set out in Paragraph 32.01 hereof, if the Landlord shall fail to repair
the damage within the aforesaid period of one hundred and twenty (120) days then
Minimum Rent shall abate from the one hundred and twenty first (121st) day until
the damage shall be repaired to the extend hereinbefore set out in Paragraph
23.01.2.

23.01.4 If, in the reasonable opinion of the Landlord, the damage to the Leased
Premises can be made good, as aforesaid, within one hundred and twenty (120)
days of the happening of such destruction or damage, and the damage is such that
the Leased Premises are capable of being partially used for the purpose for
which the Leased Premises are hereby leased, then, until such damage has been
repaired (to the extent set out in Paragraph 23.01.2), the Minimum Rent shall
abate to the proportion that the part of the Leased Premises rendered unfit for
occupancy bears to the whole the Leased Premises, and the Landlord shall repair
the damage (to the extent set out in Paragraph 23.01.2) with all reasonable
speed.

23.01.5 In the event the Landlord shall elect to repair, reconstruct or rebuild
the Building or the Leased Premises, as the case may be, in accordance with the
provisions of this Paragraph 23, it is acknowledged and agreed by the Tenant
that the Landlord shall be entitled to use plans and specifications and working
drawings in connection therewith other than those used in the original
<PAGE>

                                      20


construction of the Building or the Leased Premises; and

23.01.6 The decision of the Landlord's architect or engineer as to the time
within which the Building and/or the Leased Premises can or cannot be repaired,
the state of tenantability or fitness of the Leased Premises and/or the
Building, and as to the date on which the Landlord's work of repair is
completed, shall be final and binding upon the parties hereto.

24. ASSIGNMENT BY LANDLORD

24.01 The Landlord declares that it may assign its rights under this Lease to a
lending institution as collateral security for a loan to the Landlord and in the
event that such as assignment is given and executed by the Landlord, and
notification thereof is given to the Tenant by or on behalf of the Landlord, it
is expressly agreed between the Landlord and the Tenant that this lease shall
not be cancelled or modified for any reason whatsoever except as provided for,
anticipated or permitted by the terms of this Lease or by law, without the
consent in writing of such lending institution.

24.02 The Tenant covenants and agrees with the Landlord that it will, if and
whenever reasonably required by the Landlord, consent to and become a party to
any instrument relating to this Lease which may be required by or on behalf of
any purchaser, lender or mortgagee from time to time of the Leased Premises.

25. LIMITATION OF LANDLORD'S LIABILITY

25.01 The term "Landlord" as used in this Lease shall, so far as the covenants
and obligations on the part of the Landlord are concerned, be limited to mean
and include only the owner or owners at the time in question of the Building and
in the event of any conveyance or transfer of ownership by the Landlord herein
named, and in the case of any subsequent transfer or conveyances, the then
vendor or transferor shall be automatically freed and relieved from and after
the date of such transfer or conveyance of all personal liability in respect of
the performance of any covenants or obligations on the part of the Landlord
contained in this Lease thereafter to be performed, provided that:

25.01.1 Any funds in the hands of the Landlord or the then vendor or transferor
at the time of such transfer, in which the Tenant has an interest, shall be
turned over to the purchaser or transferee and any amount then due and payable
to the Tenant by the Landlord or the then vendor or transferor under any
provision of this Lease shall be paid to the Tenant and have assumed, subject to
the limitations of this Paragraph, all of the terms, covenants and conditions
consigned in this Lease to be performed on the part of the Landlord.

25.02 It is the intention of the parties pursuant to this Paragraph 25 that the
covenants and obligations contained in this Lease on the part of the Landlord
shall, subject as aforesaid, be binding upon the Landlord, in successors and
assigns, only during and in respect of their respective periods of ownership.

26. SIGNS

26.01 The Tenant will not paint, fix, display, or cause to be painted, fixed or
displayed, any sign, picture, advertisement notice, lettering or decoration on
any part of the exterior or the interior of the Leased Premises without, in each
instance, the prior written approval of the Landlord, not to be unreasonably
denied or delayed. All signs erected by the Tenant with the Landlord's approval,
as aforesaid, shall nevertheless be of uniform size, lettering and location as
the signs of all other tenants in the Building. Any such signs or other
advertising material, as aforesaid, shall be removed by the Tenant at the
expiration or earlier termination of this Lease and the Tenant shall promptly
repair any and all damage caused by the installation or removal. Provided, if
the Landlord shall, in its sole discretion, desire to establish a uniform sign
policy for all tenants of the Building, then, the Tenant acknowledges and agrees
that the Landlord, at its option, shall be entitled to erect all signs or other
advertising material in or on the Building, advertising the respective tenants
business operations therein (including the Tenant named herein). The cost of
such sign and installation and erection thereof in respect of the Leased
Premises shall be borne entirely by the Tenant and shall be payable forthwith on
demand, as additional rent.

26.02 The parties agree that the Landlord shall be entitled, at its own option,
to design and install a tenant directory board indicating the location of the
Tenant and any other tenants of the Building and the Tenant shall pay its
Proportionate Share of the cost of the designing, building and installation of
the tenant directory board which shall be payable forthwith on demand as
additional rent.
<PAGE>

                                       21


27.         WAIVER OF BREACH

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

28. NOTICES

28.01 Any notice, demand request or other instrument which may be or is required
to be given under this Lease shall be delivered in person or sent by registered
mail, postage prepaid, and shall be addressed (a) if to the Landlord at 160
Traders Blvd. E., Suite 200, Mississauga, Ontario L4Z 3K7 or at such other
address as the Landlord designates by written notice, and (b) if to the Tenant,
at the Leased Premises, (c) if to the Indemnifier, at the Leased Premises. Any
such notice, demand, request or consent is conclusively deemed to be given or
made on the date upon which such notice, demand, request or consent is
delivered, or if mailed, then four (4) days following the date of mailing, as
the case may be, and the time period referred to therein commences to run from
the time of delivery or four (4) days following the date of mailing, as the case
may be. Either party may at any time give notice in writing to the other of any
change of address of the party giving such notice and from or after the giving
of much notice, the address therein specified is deemed to be the address of
such party for the giving of notices hereunder. Provided, however, if the postal
service is interrupted or substantially delayed for any reason whatsoever, then,
any notice, demand, request or other instrument shall be delivered in person
only.

29. STATUS STATEMENT

29.01 Within ten (10) days after written request therefore by the Landlord, or
in the event that upon any sale, assignment, lease or mortgage of the Leased
Premises or the lands thereunder by the Landlord, a status statement shall be
required from the Tenant, the Tenant hereby agrees to deliver in the form
supplied by the Landlord a certificate to any proposed mortgages or purchaser or
to the Landlord, stating (if such be the case) that:

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

29.01.2 The date of the commencement of the Term;

29.01.3 The date to which the Minimum Rent has been paid under this Lease; and

29.01.4 Whether or not there is any existing default by the Tenant in the
payment of Minimum Rent or other sum of money under this Lease, and whether or
not there is any other existing 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.

30. SUBORDINATION

30.1 This Lease and all of the rights of the Tenant hereunder are, and shall at
all times, be subject and subordinate to any and all mortgages, trust deeds or
the charge or lien resulting from any other method of financing or refinancing
or any renewals, or extensions thereof, now or hereafter in force against the
Lands, Buildings and improvements comprising the Building. Without limiting the
foregoing, upon the request of the Landlord, the Tenant will subordinate this
Lease and all of its rights hereunder in such form or forms as the Landlord may
require to any such mortgage, trust deeds or the charge or lien resulting from
any other method of financing or refinancing and to all advances made or
hereafter to be made upon the security thereof, and will if requested,
[ILLEGIBLE] to the holder thereof. No subordination by the Tenant shall have the
effect of permitting the holder of any mortgage or charge or other security to
disturb the occupation and possession by the Tenant of the Leased Properties, so
long as the Tenant shall perform all of the terms, covenants, conditions,
agreements and provisos contained in this Lease and so long as the Tenant
executes contemporaneously, a document of [ILLEGIBLE] required by any such
mortgage or other encumbrancer. If within ten (10) days after the date of any
request in respect thereof, the Tenant has not executed and delivered to the
Landlord any instruments or certificates required pursuant to the provisions of
this Paragraph 30 or Paragraph 29 hereof, then, it shall be deemed that the
Tenant has provided a status statement in the form provided by the Landlord.
<PAGE>

                                     22


31. PARKING

31.01 As hereinbefore provided in paragraph 1.02 of this Lease, the Tenant shall
have the non-exclusive right, at all times, in common with others entitled
thereto, so the use of the common driveway and parking areas appurtenant to the
Building, provided that the Landlord shall have the right at all times:

31.01.1 To make all changes, improvements or alterations as the Landlord may, in
its sole discretion, from time to time, decide in respect of the common
driveways and common parking areas, including, without limitation, the right to
change the location and the layout of any such common driveways and common
parking areas; and

31.02 Notwithstanding anything herein contained to the contrary, the Landlord
shall be entitled to do and perform all such acts, changes, improvements and
alterations in and to the Building and the Common Areas and facilities thereof,
including, without limitation, the parking areas, as in the use of good business
judgement, the Landlord shall from time to time determine to be advisable with a
view to improve the use thereof by the Tenant and the other tenants of the
Building and their respective agents, employees and customers.

31.03 The Tenant acknowledges that the Landlord shall not have any
responsibility for policing the parking facilities so as to ensure that each
tenant of the Building shall park in its allocated space, if any. The Building
and the Common Areas and Facilities are at all times subject to the exclusive
control and management of the Landlord, who shall have the right to establish
from time to time all rules and regulations for the general management and
operation thereof.

31.04 The Tenant shall furnish the Landlord, upon request, with the current
licenses plate numbers of all vehicles used by the Tenant and its employees, and
the Tenant shall thereafter notify the Landlord of any changes within five (5)
days after such change occurs. Without in any way limiting the generality of the
foregoing, the Landlord shall have the right, at the cost and expense of the
Tenant, and without liability on the part of the Landlord, to remove any and all
abandoned vehicles in, on or around the lands and parking areas forming part of
the Building, upon first giving to the owner of any such abandoned car
twenty-four (24) hours notice (provided, however, if the Landlord after the
exercise of reasonable diligence is unable to locate the owner of such abandoned
vehicle, then, the Landlord shall not be required to first give notice to such
owner prior to the removal of the abandoned vehicle).

32. IMPOSSIBILITY OF PERFORMANCE AND UNAVOIDABLE DELAY

32.01 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
strikes, labour troubles, inability to procure materials or services, power
failure, restrictive governmental laws or regulations, riots, insurrection,
sabotage, rebellion, war, acts of god, or other reasons whether of a like nature
or not which is not the fault of the party delayed in performing work or doing
acts required under the terms of this Lease ("Unavoidable Delay"), then, the
performance of such term, covenant or act is excused for the period of the delay
and the party so delayed 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 paragraph 32 shall not in any way operate
to excuse the Tenant from the prompt payment of Minimum Rent and additional rent
or any of the payments required by the terms of this Lease.

33. MISCELLANEOUS

            The Landlord and Tenant agree that:

33.01 Successors and Assigns

            All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several respective
permitted heirs, executors, administrators, successors and assigns of the said
parties, and if there shall be more then one (1) Tenant, they shall be bound
jointly and severally by the terms, covenants and agreements contained herein.
No rights, however, shall enure to the benefit of any assignee of the Tenant
unless the assignment to such assignee has been approved by the Landlord in
writing as provided in Paragraph 9.10 hereof.

33.02 Accord and Satisfaction

            No payment by the Tenant or receipt by the Landlord of a lesser
amount than the monthly Minimum Rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or statement or any cheque or any letter accompanying any cheque or payment as
rent be deemed an accord and satisfaction, and the
<PAGE>

                                       23



Landlord may accept such cheque or payment without prejudice to the Landlord's
right to recover the balance of such rent or pursue any other remedy in this
Lease provided.

33.03 Entire Agreement

This Lease and the Schedules and Riders, if any, attached hereto and forming
part hereof, together with the rules and regulations promulgated by the Landlord
from time to time 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 the parties hereto other than
are herein set forth. Except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this lease shall be binding upon
the Landlord or the Tenant unless in writing and signed by each of them.

33.04 Captions and Section Numbers

            The captions, section numbers, article numbers, and index 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 sections or
articles of this Lease, nor in any way affect this Lease.

33.05 Extended Meanings

33.05.1 The word "Tenant" shall be deemed to include the word "lessee" and shall
mean each and every person or party mentioned as a tenant herein, be the same
one or more, and if there shall be more than one Tenant, any notice required or
permitted by the terms of this Lease may be given by or to any one thereof, and
shall have the same force and effect as if given by or to all thereof. Any
reference to "Tenant" shall include, where the context allows, the servants,
employees, agents, and invitees of the Tenant and all others over whom the
Tenant exercises control. Wherever the word "Landlord" is used in this Lease, it
shall be deemed to include the word "lessor" and to include the Landlord and its
duly unauthorized representatives. The words "hereof", "herein", "hereunder" and
similar expressions used in any section or subsection relate to the whole of
this Lease, and not to that section or that subsection only, unless otherwise
expressly provided.

33.05.02 The use of the neuter singular pronoun to refer to the Landlord or the
Tenant shall be deemed a proper reference even though the Landlord or the Tenant
may be an individual, a partnership, a corporation, or a group of two or more
individuals or corporations. The necessary grammatical changes required to make
the provisions of this Lease apply in the plural sense wherever there is more
than one Landlord or Tenant and to other corporations, associations,
partnerships, or individuals, (males or females), shall in all instances be
assumed as though in each case fully expressed.

33.06 Partial Invalidity

            If any term, covenant or condition of the Lease or the application
thereof to any portion or circumstance 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.

33.07 Registration

            The Tenant shall not register this lease without the written consent
of the Landlord. However, upon the request of either party hereto, the other
party shall join in the execution of a memorandum or so-called "short form" of
lease for the purposes of registration. Said memorandum or short form of lease
shall only describe the parties, the Leased Premises and the Term of this Lease,
and shall be (1) prepared by the Tenant's solicitors, (2) subject to the
approval of the Landlord and its solicitors and (3) registered at the Tenant's
expense.

33.08 Governing Law

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

33.09 Time of the Essence

            Time shall be of the essence of this Lease and of every part hereof.

33.10 Notice By Tenant
<PAGE>

                                      24


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

33.11 Rules and Regulations

      The Tenant and its employees and all persons visiting or doing business
with the Tenant shall be bound by the rules and regulations attached to this
Lease as Schedule "D" and all such rules and regulations shall be deemed to be
Incorporated in and form part of this Lease.

33.12 Schedules

      The following schedules attached to this Lease shall form a part thereof:

            Schedule "A"   - Site Plan
            Schedule "B"   - Legal Description
            Schedule "C"   - Landlord's Work/Additional Clauses
            Schedule "C-1" - Existing Layout
            Schedule "D"   - Rules and Regulations
            Schedule "E"   - Option to Renew

DATED at Mississauga, on the 27th day of October, 2000.

SIGNED, SEALED AND DELIVERED) CHANNELL COMMERCIAL CANADA INC.
in the Presence of:         )
                            )
/s/ [ILLEGIBLE]             )
                            )
                            )
                            ) For: /s/ [ILLEGIBLE]
                            )     ----------------------------------------- c/s
                                  Ms. Jayne Walker, Director-Finance (TENANT)
                                  I/We have the authority the bind the company

DATED at Mississauga on the 27th day of October, 2000.

SIGNED, SEALED AND DELIVERED) BELSTON DEVELOPMENTS INC.
in the Presence of:         )
                            )
/s/ [ILLEGIBLE]             )
                            )
                            )
                            ) For: /s/ [ILLEGIBLE]
                            )     ----------------------------------------- c/s
                                  Gene [ILLEGIBLE], Vice President (LANDLORD)
<PAGE>


                                      25

                                  SCHEDULE "A"

                                   SITE PLAN

Westfield III Business Park
Beleton Developments Inc.

                               [GRAPHIC OMITTED]
<PAGE>


                                      26

                                  WESTFIELD III

                                  SCHEDULE "B"

                               LEGAL DESCRIPTION

ALL AND SINGULAR that certain parcel or tract of land and premises being Lot
Number 4 and Part of Lot Number 3, Registered Plan M-240, designated as Parts 1
to 9, on Plan 43R12723, City of Mississauga, Registered in the Land Registry
Office for the Land Titles Division of Peel at Brampton.
<PAGE>

                                      27


                                  SCHEDULE "C"

                       LANDLORD'S WORK/ADDITIONAL CLAUSES

1. LANDLORD'S WORK

1.01 The Tenant agrees that there is no promise, representation or undertaking
by or binding upon the Landlord with respect to any alteration, remodelling of
or decoration of equipment or fixtures in the Leased Premises and that the
Tenant is taking the Premises "as is", save and except for painting of the
office portion of the Leased Premises which the Landlord shall complete prior to
occupancy, once the Lease is signed by both parties. The Tenant shall choose
such paint colour from the Landlord's standard samples.

2. WARRANTIES

2.01 Landlord warrants that at the date set for occupancy, any pre-existing
heating and/or air conditioning equipment in the unit(s), will be in good
working order. Landlord further warrants that all electrical and plumbing
fixtures will be in good working order as of the date set for occupency by the
Tenant.

3. RE-ZONING OR ALTERING PREMISES

3.01 Should the Tenant require any additional rezoning, additions and/or
alterations to the demised premises and/or the building in order to meet
environmental standards, fire code standards, or other regulations municipally
or provincially imposed, the Landlord shall provide such for the Tenant, at the
Tenant's sole expense.
<PAGE>

                                       28


                                 SCHEDULE "C-1"

                                EXISTING LAYOUT

                                [GRAPHIC OMITTED]
<PAGE>

                                       29


                                  SCHEDULE "D"

                              RULES & REGULATIONS

1.    The Tenant shall not prepare any food or permit any cooking or install any
      vending machines in the Leased Premises without the written consent of
      Landlord.

2.    The sidewalks, entrances, driveways and roadways shall not be obstructed
      or used by the Tenant, its agents, services, contractors, invitees or
      employees for any purpose other that ingress to and egress from the Leased
      Premises. The Landlord reserves the entire control of all parts of the
      Building employed for the common benefit of the Tenants thereof.

3.    No common area shall be blocked by the Tenant and shall be used only for
      ingress and egress to and from the demised premises or the building.

4.    The Tenants, its agents, servants, contractors, invitees or employees,
      shall not bring in or take out, position, construct, or equipment or
      anything liable to injure or destroy any part of the Building without
      first obtaining the consent in writing of the Landlord. In giving such
      consent, Landlord shall have the right, in its sole discretion, to
      prescribe the weight permitted and the position thereof and use and design
      of planks, skids or platforms, to distribute the weight thereof. All
      damage done to the Building by moving or using any such heavy equipment or
      machinery shall be repaired at the expense of the Tenant. The moving of
      all heavy equipment or machinery shall be repaired at the expense of the
      Tenant. The moving of all heavy equipment or other machinery shall occur
      only by prior arrangement with the Landlord.

5.    The Landlord will furnish the Tenant, free of charge, two (2) keys to the
      Tenant's entry door. The Landlord shall make a reasonable charge for any
      additional keys. The Tenant shall not have any such keys copied. The
      Tenant, upon the termination of the Lease, shall deliver to the Landlord,
      all keys to the demised premises, and the access cards to the Building.

6.    The Tenant shall not place or cause to be placed any additional locks,
      bolts or mail slots upon any doors of the Leased Premises without the
      approval of Landlord and subject to any conditions imposed by Landlord.

7.    The Tenant will not 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.

8.    No signs, advertising or notice shall be attached to or placed on the
      exterior or interior of the Building or the parking areas or sidewalks.

9.    No animals or birds of any kind shall be brought into or kept in or about
      the Building or the demised premises.

10.   The water closets and other water apparatus shall not be used for any
      purpose other than those for which they were constructed, and no
      sweepings, rubbish, rags, ashes or other substances shall be thrown
      therein. Any damage resulting by misuse shall be borne by the Tenant.

11.   If the Tenant desires telegraphic or telephonic connections, the Landlord
      will direct the electricians as to where and how the wires are to be
      introduced, and without such direction no boring or cutting for
      [ILLEGIBLE] will be permitted. No gas pipe or electric wire will be
      permitted which has not been ordered or authorized by the Landlord.

12.   The Tenant shall not deface or mark any part of the Leased Premises or
      drive nails, spikes, hooks or screws into the walls or woodwork of the
      Leased Premises.

13.   The Tenant shall not receive or ship articles of any kind except through
      facilities, and designated doors.

14.   No inflammable oils or other inflammable, dangerous or explosive
      materials, except those approved in writing by Landlord's insurers, shall
      be kept or permitted to be kept in the Leased Premises.
<PAGE>

                                       30

                                                  Rules and Regulations - Page 2


15.   The Tenant shall not permit undue accumulations of garbage, trash, rubbish
      or other refuse within or without the Leased Premises or cause or permit
      objectionable odours to emanate or be dispelled from the Leased Premises.

16.   If the demised premises or any part of the Building becomes infested with
      vermin, as a result of the use or neglect on the part of the Tenant, the
      Tenant shall reimburse the Landlord for the extermination expenses.

17.   The Landlord shall have the right to make such other and further
      reasonable rules and regulations as in its judgement may from time to time
      be needed for the safety, care and cleanliness of the Building, and for
      the preservation of good order therein.
<PAGE>

                                       31


                                  SCHEDULE "E"

                                OPTION TO RENEW

If: (a) the Tenant and the Occupant of the whole of the Leased Premises is the
Tenant which executed this Agreement, (b) the Tenant has throughout the Initial
Term duly, regularly and punctually paid all of the Rent and observed all of the
other terms and conditions contained in this Agreement and the Lease, (c) the
Tenant has given written notice of its intention to exercise this Option to
Renew and received by the Landlord no later than six (6) months prior to the
expiration of the Initial Term, then the Tenant shall have the right to extend
the Term for a further period of Three (3) years on the same terms and
conditions as are contained in this Agreement and the Lease, except (i) for the
further right of renewal, (ii) that the Tenant shall accept the Leased Premises
in an "as is" condition at the commencement of the Renewal Term, (iii) should
the Tenant not obtain a renewal, or Lease renegotiation directly through the
Landlord, the Tenant shall pay an administration fee to the Landlord upon
signing the Lease, and (iv) for the Minimum Rent payable during the Renewal
Term. The Minimum Rent to be paid during the Renewal Term shall be the then
current market rate mutually agreed upon by the parties by no later than ninety
(90) days prior to the expiry of the Initial Term. Notwithstanding the
foregoing, in no event shall the Minimum Rent payable during the Renewal Term be
less than the Minimum Rent payable during the last twelve (12) calendar month
period of the Initial Term.