EXHIBIT 10.19

                                   INDUSTRIAL
                                 LEASE AGREEMENT
                               730 COCHRANE DRIVE
                                MARKHAM, ONTARIO

                                     BETWEEN

                           PENREAL PROPERTY FUND LTD.
                                 (THE LANDLORD)

                                       AND

                          SAVILLE SYSTEMS CANADA, LTD.
                                  (THE TENANT)








Lease Commencement: July 1, 1997




<PAGE>



                                TABLE OF CONTENTS


ARTICLE  DESCRIPTION
         1.   DEFINITIONS
         1.1. ADDITIONAL RENT
         1.2. ALTERATIONS
         1.3. ARCHITECT
         1.4. BUILDING
         1.5. BUSINESS TAX
         1.6. CAPITAL TAX
         1.7. CHANGE OF CONTROL
         1.8. COMMENCEMENT DATE
         1.9. COMMON AREAS
         1.10. GROSS RENTABLE AREA
         1.11. GROSS RENTABLE AREA  OF THE BUILDING
         1.12. "INCLUDING" AND "INCLUDES
         1.13. INDEMNIFIER
         1.14. LANDS
         1.15. LEASEHOLD IMPROVEMENTS
         1.16. MORTGAGE
         1.17. MORTGAGEE
         1.18. NET RENT
         1.19. OFFER TO LEASE
         1.20. OPERATING COSTS
         1.21. PERSON
         1.22. PREMISES
         1.23. PROPERTY
         1.24. PROPORTIONATE SHARE
         1.25. RENT
         1.26. RENTAL YEAR
         1.27. RULES AND REGULATIONS
         1.28. SALES TAX
         1.29. STRUCTURAL REPAIRS
         1.30. TAXES
         1.31. TENANT
         1.32. TERM
         1.33. TRANSFER
         1.34. TRANSFEREE

         2. TERM AND USE
         2.1. GRANT AND PREMISES
         2.2. TERM
         2.3. CONSTRUCTION OF PREMISES
         2.4. USE
         2.5. TENANT'S COVENANTS AS TO USE AND OCCUPANCY
         2.6. ENVIRONMENTAL

         3.  RENT
         3.1. COVENANT TO PAY
         3.2. NET RENT
         3.3. ADDITIONAL RENT
         3.4. RENTAL DEPOSIT
         3.5. SECURITY DEPOSIT
         3.6. PAYMENT OF TAXES AND OPERATING COSTS
         3.7. RENT & ADDITIONAL RENT PAST DUE
         3.8. NET LEASE
         3.9. UTILITIES
         3.10. HEATING, VENTILATING AND (IF APPLICABLE) AIR-CONDITIONING UNITS

         4. MAINTENANCE, REPAIRS AND COMMON AREAS
         4.1. TENANT'S OBLIGATIONS
         4.2. LANDLORD'S OBLIGATIONS
         4.3. APPROVAL OF TENANT'S ALTERATIONS
         4.4. REPAIR WHERE TENANT AT FAULT
         4.5. REMOVAL OF IMPROVEMENTS AND FIXTURES
         4.6. LIENS
         4.7. NOTICE BY TENANT
         4.8. NO LANDLORD'S LIABILITY

         5. CONTROL OF PROPERTY BY LANDLORD
         5.1. ALTERATIONS BY LANDLORD
         5.2. RIGHT OF EXAMINATION
         5.3. RIGHT TO SHOW PREMISES
         5.4. ENTRY NOT FORFEITURE
         5.5. MAINTENANCE SCHEDULE

         6. INSURANCE AND INDEMNITY
         6.1. TENANT'S INSURANCE
         6.2. LANDLORD'S INSURANCE
         6.3. INDEMNIFICATION OF THE LANDLORD
         6.4. LOSS OR DAMAGE
         6.5. INCREASE IN INSURANCE PREMIUMS
         6.6. CANCELLATION OF INSURANCE

         7. ASSIGNMENT AND SUBLETTING
         7.1. TRANSFERS
         7.2. LANDLORD'S RIGHT TO TERMINATE
         7.3. CONDITIONS OF TRANSFER
         7.4. CHANGE OF CONTROL
         7.5. NO ADVERTISING
         7.6. ASSIGNMENT BY THE LANDLORD
         7.7. PERMITTED TRANSFERS

         8. DAMAGE, DESTRUCTION AND EXPROPRIATION
         8.1. LANDLORD'S OPTION
         8.2. DAMAGE To PREMISES
         8.3. LANDLORD'S PLANS
         8.4. ARCHITECT'S CERTIFICATE

         9.  DEFAULT
         9.1. DEFAULT AND REMEDIES
         9.2. DISTRESS
         9.3. COSTS
         9.4. ALLOCATION OF PAYMENTS
         9.5. SURVIVAL OF OBLIGATIONS
         9.6. ADDITIONAL RENT DEEMED RENT
         9.7. LANDLORD'S RIGHT To PERFORM

         10.  STATUS STATEMENT; ATTORNMENT AND SUBORDINATION
         10.1. STATUS STATEMENT
         10.2. SUBORDINATION
         10.3. ATTORNMENT
         10.4. EXECUTION OF DOCUMENTS

         11. GENERAL PROVISIONS
         11.1. QUIET ENJOYMENT
         11.2. RULES AND REGULATIONS
         11.3. DELAY
         11.4. OVERHOLDING
         11.5. WAIVER
         11.6. REGISTRATION
         11.7. NOTICES
         11.8. SUCCESSORS & ASSIGNS
         11.9. JOINT AND SEVERAL LIABILITY
         11.10.CONSENT
         11.11.SIGNS
         11.12.ACCORD AND SATISFACTION
         11.13.OCCUPANCY PERMIT
         11.14.SCHEDULES
         11.15.ENTIRE AGREEMENT

SCHEDULE "A"      LEGAL DESCRIPTION AND SITE PLAN
SCHEDULE "B"      RULES AND REGULATIONS
SCHEDULE "C"      SPECIAL PROVISIONS



<PAGE>


                                   INDUSTRIAL
                                 LEASE AGREEMENT
                               730 COCHRANE DRIVE

THIS LEASE is dated the 13th day of June, 1997.

BETWEEN: PENREAL PROPERTY FUND LTD. (HEREINAFTER CALLED
                                     THE "LANDLORD")

                  c/o Penreal Advisors Ltd.
                  10 Carlson Court, Suite 500
                  Etobicoke, Ontario
                  M9W 6L2

                  OF THE FIRST PART

AND:     SAVILLE SYSTEMS CANADA, LTD.  (HEREINAFTER CALLED
                                        THE "TENANT")
                  730 Cochrane Drive
                  Unit 2
                  Markham, Ontario
                  L3R 8E1

                  OF THE SECOND PART

                                    ARTICLE 1

1.      DEFINITIONS

In this lease and in the schedules attached to this lease:

1.1.     ADDITIONAL RENT

"Additional  Rent"  means all sums of money  required  to be paid by the  Tenant
under this lease (except Net Rent).

1.2.     ALTERATIONS

"Alterations" means all repairs,  replacements,  alterations or additions to the
Premises by or on behalf of the Tenant  which are made after the  completion  of
the  initial  Leasehold  Improvements,  being that work which is  required to be
completed  to make the Premises  ready for the initial use and  occupancy of the
Tenant,  which work is  scheduled  to be  completed  on or about  January,  1998
("Initial Leasehold Improvements").

1.3.     ARCHITECT

"Architect" means the accredited,  independent architect from time to time named
by the Landlord.

1.4.     BUILDING

"Building" means the industrial building located on the Lands and municipally 
known as:

         730 COCHRANE DRIVE                     (HEREINAFTER CALLED
                                                 THE "BUILDING")
         Markham, Ontario

1.5.     BUSINESS TAX

"Business  Tax" means all  business  taxes  attributable  to the business of the
Tenant or any other occupant of the Premises.

1.6.     CAPITAL TAX

"Capital  Tax" means the amount  imputed by the  Landlord  to the  Property  for
taxes, rates, duties and assessments imposed from time to time upon the Landlord
and payable by the Landlord on account of the capital invested in the Property.

1.7.     CHANGE OF CONTROL

"Change of Control" means,  in the case of any  corporation or partnership,  the
change in the effective  control of such corporation or partnership  unless such
change occurs as a result of trading in the shares of a corporation  listed on a
recognized stock exchange in Canada or the United States.

1.8.     COMMENCEMENT DATE

"Commencement Date" means the commencement of the Term under Section 2.2.

1.9.     COMMON AREAS

"Common Areas" means those areas,  facilities,  and improvements designated from
time to time by the Landlord for the common use of all tenants.

1.10.    GROSS RENTABLE AREA

"Gross Rentable Area" means,  with respect to rentable premises in the Building,
the area in square feet of all space in such  premises,  and  measured  from the
exterior face of all exterior  walls,  doors and windows,  to the centre line of
partitions  separating  rentable  premises from each other and to the outside of
partitions  separating rentable premises from interior enclosed corridors in the
Building (if any).  Such area of rentable  premises shall include all areas such
as enclosed  vestibules  and enclosed or roofed  shipping and  receiving  areas,
whether  or not  recessed  within  the  boundary  line of  exterior  walls and a
proportionate  share of any interior  Common Areas,  as well as any mezzanine or
second floor space.

1.11.    GROSS RENTABLE AREA OF THE BUILDING

"Gross  Rentable  Area of the  Building"  means the sum of the  aggregate  Gross
Rentable Area of all premises in the Building which are leased or designated for
lease.

1.12.    "INCLUDING" AND "INCLUDES"

"Including" and "includes" means, where the context permits, "including, without
limitation" and "includes, without limitation", respectively.

1.13.    INDEMNIFIER

"Indemnifier" means the Person, if any, who has executed or agreed to execute 
an Indemnity Agreement.

1.14.    LANDS

"Lands"  means the lands  situated in Markham,  in the  Province of Ontario,  on
which the Building is located,  as more particularly  described in Schedule "A",
as such lands may be expanded or reduced from time to time.

1.15.    LEASEHOLD IMPROVEMENTS

"Leasehold Improvements" means leasehold improvements in the Premises determined
according to common law.

1.16.    MORTGAGE

"Mortgage"  means an  encumbrance  given by the Landlord  against the Landlord's
interest in the Lands or Property.

1.17.    MORTGAGEE

"Mortgagee" means the holder of, or secured party under, any Mortgage.

1.18.    NET RENT

"Net Rent" means the annual rent payable by the Tenant under Section 3.2.

1.19.    OFFER TO LEASE

"Offer to Lease"  means the  agreement  between  the  Landlord  and Tenant  with
respect  to the  Premises,  dated  the  13th day of May,  1997,  as  amended  by
agreements dated May 30, 1997, June 9, 1997 and June 12, 1997.

1.20.    OPERATING COSTS

"Operating  Costs"  means the total of all costs paid or payable by the Landlord
or by others in maintaining,  operating and managing the Property, calculated as
if the Building were 100% occupied by tenants during the Term including, without
limitation and without duplication, the aggregate of:

(a)      the total annual costs of insurance carried in respect of the Property;

(b)      cleaning,  snow  removal  from the  Common  Areas,  garbage  and  waste
         collection and disposal,  landscaping  and parking areas and janitorial
         service, if required;

(c)      lighting,  electricity and public utilities  servicing the Common Areas
         and all utilities not separately metered to tenants;

(d)      policing, security and supervision, accounting, auditing and related 
         expenses;

(e)      amounts paid to third  parties and  salaries of  personnel  employed to
         maintain  the Lands and operate and maintain  the  Building,  including
         contributions and premiums for fringe benefits, unemployment insurance,
         and workers'  compensation  insurance,  pension plan  contributions and
         uniforms;

(f)      the cost of equipment and signs, including Building directory board and
         identification and the repair and maintenance thereof,

(g)      the cost of building supplies and materials used by the Landlord in the
         maintenance and repair of the Common Areas;

(h)      all repairs and  replacements  to and  maintenance and operation of the
         Building  and Common  Areas,  including  the Heating,  Ventilating  and
         Air-Conditioning  System  ("HVAC"),   where  applicable,   preventative
         maintenance and inspection,  engineering,  service contracts, legal and
         consulting services and all repairs and/or replacements relating to the
         elevators, if any, located in the Building;

(i)      depreciation  or  amortization  of  the  costs,  including  repair  and
         replacement of the  maintenance,  cleaning and operating  equipment and
         facilities,  roof, HVAC,  master utility meters and all other fixtures,
         equipment and facilities  that are part of Common Areas unless they are
         charged  fully in the Rental  Year in which they are  incurred,  all in
         accordance with generally accepted accounting principles;

(j)      interest  calculated  at 2% above  the  prime  rate,  announced  by the
         Landlord's  bank,  upon the  undepreciated  or unamortized  part of the
         costs referred to in (i) above;

(k)      Capital Tax;

(l)      all  costs  incurred  in  contesting  or  appealing  Taxes  or  related
         assessments,  including legal,  appraisal and other  professional fees,
         administration and overhead costs; and

(m)      a management fee equal to 4% of the net rent and additional rent to the
         Landlord,  or at the Landlord's  option 15% of additional  Rent (Realty
         Taxes plus Operating Costs)

To the extent that any Operating  Costs should be allocated,  in the  reasonable
opinion  of the  Landlord,  to a  particular  tenant  or group of  tenants,  the
Landlord may so allocate and the Tenant will pay those costs, as so allocated.

Operating Costs shall not include:

(a)      All amounts which  otherwise would be included in Operating Costs which
         are  recovered  by the  Landlord  from  tenants as a result of any act,
         omission, default or negligence of such tenants;

(b)      Such of the Operating Costs as are recovered from insurance proceeds;

(c)      Interest on debt and capital retirement of debt;

(d)      Tenant  inducement  payments,   leasehold  improvement  allowances  and
         rent-free periods, if any, granted to the tenants of the Building; and

(e)      Brokerage fees and  commissions and other similar costs incurred by the
         Landlord in leasing premises in the Building.

The Landlord  warrants and represents that Additional Rent for the calendar year
1997 is estimated to be $2.30 per square foot of the Gross  Rentable Area of the
Premises.

1.21.    PERSON

"Person" means any person,  firm,  partnership or  corporation,  or any group or
combination of persons, firms, partnerships or corporations.

1.22.    PREMISES

"Premises" means the premises leased to the Tenant under Section 2. 1.

1.23.    PROPERTY

"Property" means the Lands and Building.

1.24.    PROPORTIONATE SHARE

"Proportionate  Share"  means a fraction  which has as its  numerator  the Gross
Rentable Area of the Premises and as its  denominator the Gross Rentable Area of
the Building.

1.25.    RENT

"Rent" means the aggregate of Net Rent and Additional Rent.

1.26.    RENTAL YEAR

"Rental Year" means a period of 12 consecutive full calendar  months,  the first
Rental Year beginning on the Commencement  Date if such date is the first day of
a calendar  month;  if not,  then the first Rental Year shall  commence upon the
first  day of  the  calendar  month  next  following  the  month  in  which  the
Commencement  Date occurs.  Each succeeding  Rental Year shall commence upon the
anniversary date of the first Rental Year.

1.27.    RULES AND REGULATIONS

"Rules and Regulations" means the rules and regulations under Section 11.2.

1.28.    SALES TAX

"Sales Tax" means any sales tax, goods and services tax, value added tax, or any
other tax imposed on the  Landlord  with  respect to Rent,  or in respect of the
rental of the Premises, whether characterized as a sales tax, goods and services
tax, value added tax, business transfer tax or otherwise.

1.29.    STRUCTURAL REPAIRS

"Structural  Repairs"  means  repairs to the  foundation,  wall and roof support
columns, roof joists and the roof deck of the Building.

1.30.    TAXES

"Taxes" means all taxes, levies, charges, school and local improvement rates and
assessments  whatsoever  (including municipal and other property taxes) assessed
or charged  against the Property or any part of it  (including  Common Areas) or
against the  Landlord on account of its  ownership of the Property by any lawful
taxing  authority and including any amounts  assessed or charged in substitution
for or in lieu of any such taxes, but excluding only such taxes as capital gains
taxes, corporate, income, profit or excess profit taxes to the extent such taxes
are not  levied in lieu of any of the  foregoing  against  the  Property  or the
Landlord in respect thereof.  Taxes shall in every instance be calculated on the
basis of the Building being assessed as fully leased and operational.

1.31.    TENANT

"Tenant" includes every Person mentioned as Tenant in this lease.

1.32.    TERM

"Term"  means the term of this lease  under  Section  2.2 and all  renewals  and
extensions.

1.33.    TRANSFER

"Transfer"  means an  assignment  of this lease or a sublease of any part of the
Premises; any transaction whereby the rights of the Tenant are transferred or by
which any right of use of any part of the Premises is conferred upon anyone; any
encumbrance of this lease or other  arrangement under which either this lease or
the Premises become security; and includes any transaction whatsoever (including
expropriation,  receivership proceedings,  seizure by legal process and transfer
by operation of law), which has changed the identity of the Person having lawful
use of any part of the Premises.

1.34.    TRANSFEREE

"Transferee" means the Person to whom a Transfer is or is to be made.

                                    ARTICLE 2

2.       TERM AND USE

2.1.     GRANT AND PREMISES

The  Landlord  leases the Premises to the Tenant for the Term.  The  Premises  
are shown  outlined on the site plan attached as Schedule  "A" and are presently
known as 730  COCHRANE  DRIVE Unit No. 2 of the  Building.  The Gross Rentable 
Area of the Premises is approximately 14,400 square feet.

2.2.     TERM

The Term of this lease is 8 years  commencing  on July 1, 1997 and  expiring  on
June 30, 2005.

2.3.     CONSTRUCTION OF PREMISES

The provisions of the Offer to Lease relating to  construction  of the Premises,
specifically,  paragraphs  6, 7, 9 and 15 of the Offer to Lease shall  remain in
effect and shall not merge upon execution of this lease.

2.4.     USE

The Tenant shall use and occupy the Premises  only for general  offices and as a
data centre and for no other  purpose.  The Tenant,  shall comply with all laws,
rules and regulations of authorities and with any certificate of occupancy.  The
Tenant  shall  not use or  permit  to be used any part of the  Premises  for any
dangerous,  noxious,  or  offensive  business and will not cause or maintain any
nuisance in the Premises and no  machinery  shall be used on the Premises  which
shall cause any undue  vibration  in the  Premises,  and if the  Landlord  shall
complain that any machinery or operation  thereof in the Premises is a nuisance,
the Tenant will immediately cease such nuisance. The Tenant has satisfied itself
that  the  contemplated   use  of  the  Premises   complies  with  all  relevant
governmental authorities.

2.5.     TENANT'S COVENANTS AS TO USE AND OCCUPANCY

The Tenant shall,  at its cost,  comply with all  provisions  of law  including,
without  limiting the  generality  of the  foregoing,  the  requirements  of all
governmental  laws, by-laws or regulations now or hereafter in force (whether or
not same shall  require  alterations).  The Tenant will further  comply with all
police,  fire,  health and  sanitary  regulations  imposed  by any  governmental
authorities or made by any insurers.

2.6.     ENVIRONMENTAL

(a) The Tenant  will not bring  upon,  permit or use any  substance,  defined or
designated  as a  hazardous  or toxic  waste,  hazardous  or toxic  material,  a
hazardous,  toxic  or  radioactive  substance  or  other  similar  term,  by any
applicable governmental law, regulation, by-law or ordinance now or hereafter in
effect,  or any  substance  or  material,  the use or  disposition  of  which is
regulated by any such law, regulation,  by-law or ordinance  (hereinafter called
"Toxic Materials") in, on or under the Premises or the Lands and the Tenant will
promptly  comply  with all laws,  by-laws and  ordinances,  and with all orders,
decrees or judgements of governmental authorities or courts having jurisdiction,
relating to the use, collection,  storage, treatment,  control, removal or clean
up of Toxic Materials in, on, under the Premises or the Lands if the Premises or
the Lands become  contaminated with Toxic Materials as a result of operations or
activities  on the  Premises  or the  Lands  or  incorporated  in any  Leasehold
Improvements.  The Landlord  may,  enter upon the Premises and take such actions
and incur such costs to effect such  compliance  as it deems  advisable  and the
Tenant shall  reimburse  the Landlord on demand for the full amount of all costs
incurred in connection with such compliance.

(b) Indemnity:  The Tenant shall  indemnify and save harmless the Landlord,  its
directors, employees, officers, shareholders and any other Person for whom it is
or they are in law  responsible,  from and against all losses,  costs,  damages,
liabilities,  expenses,  fees, fines,  penalties and charges whatsoever incurred
with  respect  to or as a result  of any  breach by the  Tenant of its  covenant
aforesaid or otherwise arising out of the use made of the Premises by the Tenant
or any other occupant thereof. The liability of the Tenant shall not be affected
by or limited to contaminants  within the knowledge or control of the Tenant and
the Tenant's  liability shall extend to all  contaminants on or in the Premises,
Building or Lands created  during the Term,  no matter how caused,  except those
created or caused by the  Landlord  or those for whom it is in law  responsible.
The foregoing obligations of indemnification and all of the other obligations of
the  Tenant  under  this  Section  2.6 shall  survive  the  expiration  or early
termination  of this  lease and  shall  remain in full  force and  effect  until
complied with.  Failure by the Tenant to comply with its obligations  under this
Section 2.6 shall  constitute a default under this lease. If the Tenant fails to
comply with any of its obligations under this Section 2.6, the Landlord may (but
shall not be obliged  to)  comply  with same at the  Tenant's  sole cost and the
Tenant shall pay such cost,  together with an additional sum of 15% of such cost
for the Landlord's overhead, to the Landlord forthwith on demand.

                                    ARTICLE 3

3.       RENT

3.1.     COVENANT TO PAY

(a) The Tenant shall pay Rent from the  Commencement  Date without  prior demand
and without any deduction,  abatement, set-off or compensation.  If the first or
last Rental Year of the Term  comprises less than 12 calendar  months,  then Net
Rent and  Additional  Rent for such Rental Years shall be prorated on a per diem
basis,  based upon a period of 365 days.  The Tenant  shall  deliver  post-dated
cheques to the  Landlord  prior to each Rental  Year for Net Rent and  estimated
Additional Rent as required by the Landlord.

(b)  Notwithstanding  anything  contained in the foregoing to the contrary,  the
Tenant shall not be required to submit post-dated cheques to the Landlord unless
it shall be late with the payment of Rent on two occasions during the Term. Upon
the  second  late  payment  of Rent the Tenant  shall  forthwith  deliver to the
Landlord  post-dated  cheques  for  the  remaining  months  of  that  year  and,
thereafter,  the Tenant  shall  deliver  post-dated  cheques to the  Landlord in
accordance with Section 3. 1 (a).

3.2.     NET RENT

The Tenant shall pay Net Rent for each year of the Term as set out below,  which
shall  be  payable  in each  year of the Term in equal  monthly  instalments  in
advance on the first day of each calendar month of each year of the Term:

<TABLE>

    RENTAL PERIOD        ANNUAL RENTAL    MONTHLY RENTAL    RATE PER SQ.FT.
    <S>                  <C>              <C>               <C>    
    July 1, 1997 to        $68,400.00        $5,700.00           $4.75
    November 30, 2000
    December 1, 2000 to    $97,200.00        $8,100.00           $6.75
    June 30, 2002
    July 1, 2002 to       $104,400.00        $8,700.00           $7.25
    June 30, 2005

</TABLE>

3.3.     ADDITIONAL RENT

Except as otherwise provided in this lease, all Additional Rent shall be payable
by the Tenant to the Landlord  within 5 business days after receipt of demand by
the Tenant.

3.4.     RENTAL DEPOSIT

The Landlord  acknowledges  receipt of a cheque in the amount of $9,052.20  from
the Tenant,  to be applied as a deposit  against Rent  accruing due in the first
month of the Term.

3.5.     SECURITY DEPOSIT

The Tenant  shall  deposit  with the  Landlord on the  execution of this lease a
security deposit (the "Security") in the amount of $10,670.04, to be held by the
Landlord, without interest. as security for the performance by the Tenant of the
terms of this lease. In the event of default by the Tenant under this lease, the
Landlord may at its option,  without prejudice to any of its other rights, apply
all or part of the  Security to  compensate  it for any loss as a result of such
default. If all or any part of the Security is so applied,  the Tenant shall, on
demand,  restore the Security to its original  amount.  On  termination  of this
lease,  if the Tenant is not then in default,  the Security  will be returned to
the Tenant.  If the Landlord sells its interest in the Premises,  it may deliver
the  Security to the  purchaser,  and the  Landlord  will be  released  from any
further liability with respect to the Security or its return to the Tenant.

3.6.     PAYMENT OF TAXES AND OPERATING COSTS

(a) The Tenant shall pay to the Landlord the Tenant's Proportionate Share 
of Operating Costs.

(b) The Tenant shall pay to the Landlord,  when due, all Taxes in respect of the
Premises,  including  any Taxes  charged  in respect  of any  Common  Areas.  In
addition,  the  Tenant  shall  pay its  Proportionate  Share of  Taxes,  if any,
separately charged against Common Areas. The Tenant's obligation to pay Taxes in
respect of the Premises  shall be determined on the basis of a separate bill, if
available.  If the relevant taxing  authority does not issue a separate bill for
Taxes in connection with the Premises,  then the Tenant's  obligation in respect
of Taxes  shall be  computed by  applying  the  relevant  tax rate to a separate
assessment  of the  Premises,  if any.  If there is neither a separate  bill for
Taxes for the Premises nor a separate  assessment  of the  Premises,  then Taxes
charged in respect of the Premises  shall be determined by the Landlord,  acting
reasonably,  on the basis of then current  established  principles of assessment
used by the relevant assessing authorities.

(c) Notwithstanding  any other  provision of this lease, if Taxes in respect of
the  Building,   Lands  or  Premises   shall  be  increased  by  reason  of  any
installations made in or alterations made to the Premises,  the Tenant shall pay
the entire amount of such increase. If the Tenant designates that Taxes shall go
to support separate schools, the Tenant shall pay to the Landlord the difference
between the rate for separate and public schools as Additional  Rent,  forthwith
upon presentation of an invoice  therefor,  in addition to the amounts otherwise
payable by the Tenant hereunder.

(d) The Tenant  shall pay when due all  Business  Tax and Sales  Tax.  Sales Tax
shall be deemed to be a tax and not Additional Rent, but the Landlord shall have
the same remedies as it has in respect of a default in the payment of Additional
Rent,

(e) The Landlord  may, on prior  notice to the Tenant and at the Tenant's  cost,
contest any Taxes and appeal any Tax  assessments;  withdraw any such contest or
appeal;  and agree with the taxing  authorities  on any settlement or compromise
with respect to Taxes.  The Tenant will  co-operate with the Landlord in respect
of any such contest or appeal and will  provide the  Landlord  with all relevant
information,  documents and consents  required.  The Tenant will not contest any
Taxes.

(f) The Tenant shall have the right and  privilege of appealing  assessments  or
applying for a reduction of any Taxes,  provided  that it shall first either pay
the Taxes under  protest,  or, if such  payment is not required by law or can be
withheld  without  subjecting the Premises to sale or forfeiture  proceedings or
without  resulting  in a default  under or breach of any  Mortgage,  either  (i)
furnish to the  Landlord  satisfactory  security for the payment of the Taxes by
bond,  irrevocable bank letter of credit or otherwise in case of failure of such
appeal or  application,  or (ii) provide the Landlord with  evidence  reasonably
satisfactory  to the Landlord of the  Tenant's  ability to pay the amount of the
Taxes under  protest,  together  with any  interest,  penalties or other changes
payable in  connection  therewith.  The  Tenant may take such  action in its own
name,  or, if required  and upon giving the Landlord  satisfactory  indemnity in
respect  of such  action  and all  costs  relating  thereto,  in the name of the
Landlord,  and the  Landlord  agrees  to join in  such  proceedings,  sign  such
documents and otherwise  co-operate in such proceedings as reasonably  requested
by the  Tenant,  all at the cost and  expense of the  Tenant.  The Tenant  shall
diligently  prosecute  any such appeal,  application  or  proceedings  and shall
immediately  after  the  final  determination  of such  appeal,  application  or
proceedings,  pay the  amount  of the  Taxes  which  were  the  subject  of such
proceedings as so determined,  as and when they become due and payable, together
with any  interest,  penalties or other  charges which are payable in connection
with the Taxes.

(g) The  amount of Taxes and  Operating  Costs  payable to the  Landlord  may be
estimated  by the  Landlord  for such  period  (not to exceed 12  months) as the
Landlord  determines  from  time to time,  and the  Tenant  agrees to pay to the
Landlord the amounts so estimated in equal  instalments  in advance on the first
day of each  month  during  such  period.  Notwithstanding  the  foregoing,  the
Landlord may charge the Tenant for Taxes over 9 months and when bills for all or
any portion of such amounts are  received,  the Landlord may bill the Tenant for
the Tenant's  Proportionate  Share thereof and the Tenant shall pay the Landlord
such amounts so billed after crediting  against such amount any monthly payments
of estimated Taxes and Operating Costs previously made by the Tenant.

(h)  Within a  reasonable  period of time  after the end of the period for which
estimated  payments  have been made,  the Landlord  shall submit to the Tenant a
statement  setting forth the actual amounts  payable by the Tenant on account of
Taxes and Operating Costs, with adjustments (if any) to be made forthwith.

3.7.     RENT & ADDITIONAL RENT PAST DUE

If the Tenant  fails to pay,  when the same is due and payable,  any Rent,  such
unpaid  amount  shall  bear  interest  from the due date  thereof to the date of
payment at 18% per annum.

3.8.     NET LEASE

This  lease is a  completely  carefree  net  lease to the  Landlord,  except  as
expressly  set  out in this  lease,  The  Landlord  is not  responsible  for any
expenses of any nature  arising from or relating to the Premises or their use or
occupancy,  or their  contents or the  business  carried on therein.  The Tenant
shall pay all charges of every nature and kind  relating to the Premises  except
as expressly set out in this lease.

3.9.     UTILITIES

The Tenant shall pay to the Landlord,  or as it directs,  all gas,  electricity,
water,  steam and other utility charges applicable to the Premises as separately
metered  (which meters the Tenant shall pay for) or on the basis of the Tenant's
Proportionate  Share. The Landlord shall be entitled to allocate to the Premises
an additional charge, as determined by the Landlord's  engineer,  for any excess
supply of utilities to the Premises.  Charges for utilities  shall be payable in
equal instalments in advance on the first day of each month.

3.10.   HEATING, VENTILATING AND (IF APPLICABLE) AIR-CONDITIONING UNITS

The  Landlord  warrants  that the  heating and  air-conditioning  (if any) units
located in the  Premises  (the  "Units")  will be in good  working  order on the
Commencement  Date. The Tenant shall 30 days prior to the expiration of the Term
provide the Landlord with a certificate from a recognized, reputable heating and
air-conditioning contractor approved by the Landlord, stating that the Units are
in  good  working  order,  reasonable  wear  and  tear  only  excepted.  If such
certificate is not provided,  the Landlord may use the Security  towards payment
for any repairs  necessary to put the Units into good working order.  The Tenant
shall,  throughout the Term, at its cost,  keep in force a maintenance  contract
for the Units with a heating and air-conditioning  contractor  acceptable to the
Landlord  and the Tenant shall  produce a copy of such  contract to the Landlord
within 30 days of the  Commencement  Date.  Notwithstanding  the  foregoing  the
Landlord  may,  at its  option,  take  out  any  such  preventative  maintenance
contract,  in which case the  Tenant  shall pay,  as  Additional  Rent all costs
incurred by the Landlord.

                                    ARTICLE 4

4.       MAINTENANCE, REPAIRS AND COMMON AREAS

4.1.     TENANT'S OBLIGATIONS

The Tenant covenants that at its cost:

(a) it  shall  repair,  maintain  and  keep  the  Premises  (including,  without
limitation  Leasehold  Improvements,  the  Units  and all  plate  glass) in good
condition  and repair and in  accordance  with all laws,  directions,  rules and
regulations  of  all  governmental  agencies  having  jurisdiction  and  without
limitation,  will make all  repairs  and  replacements  to all of the  Premises,
including  replacement  to all equipment and base  building  facilities  and all
Structural Repairs unless specifically  excepted herein. For greater clarity, it
is  understood  and agreed by the parties that any  Structural  Repairs shall be
performed  by the Landlord at the  Tenant's  sole cost and  expense.  The Tenant
covenants to heat the Premises to a temperature sufficient to prevent all pipes,
plumbing fixtures and equipment from bursting or suffering damage;

(b) it shall keep all  entrance-ways and all steps and platforms leading thereto
and the Lands clear of all snow, ice and debris;

(c) it shall repair the Premises according to notice in writing from the 
Landlord; and

(d) upon the  expiration  or earlier  termination  of the Term,  the Tenant will
peaceably  surrender and deliver up the Premises to the Landlord in a good state
of  repair  and  maintenance,  excepting  only  reasonable  wear  and  tear  not
inconsistent with the maintenance of the Building.

4.2.     LANDLORD'S OBLIGATIONS

The Landlord covenants that it will at its cost make:

(a) structural repairs to the Premises,  including roof, walls and floors caused
by or resulting from inherent structural defects or weaknesses; and

(b) repairs to be performed by the Landlord  pursuant to Section 8.2 to the
extent of the  insurance  proceeds available.

The Landlord will perform any structural  repairs required to be performed by it
under the terms of this lease upon written notice from the Tenant.  Such repairs
shall be commenced promptly by the Landlord, acting as would a prudent landlord,
and the Landlord  shall act  diligently  to minimize  disruption to the Tenant's
operation of the Premises.

4.3.     APPROVAL OF TENANT'S ALTERATIONS

(a) No Alterations  shall be made to the Premises  without the Landlord's  prior
written approval,  such approval not to be unreasonably withheld or delayed. All
Alterations shall be performed:

          (i)  by contractors and workmen approved by the Landlord; 
          (ii) in a good and  workmanlike manner;   
          (iii)in  accordance  with  drawings  and specifications  approved by
               the Landlord;  
          (iv) in accordance  with all applicable laws and regulations; and
          (v)  subject to such indemnification against liens as the Landlord 
               reasonably requires.

         The Landlord's reasonable cost of supervising all such work and to have
         such plans and  specifications  reviewed by the Architect shall be paid
         by the Tenant.

(b) If any  Alterations  affect the structure of the Building or any of the base
building systems,  such work shall at the option of the Landlord be performed by
the Landlord at the Tenant's cost as per (a) above, together with a sum equal to
15% of said cost representing the Landlord's overhead.

(c) The Tenant  shall not place  anything  on or make any  openings  in the roof
without the prior written consent of the Landlord, which consent may be withheld
or given on such terms as the Landlord may  determine.  On  termination  of this
lease,  the Tenant shall repair any damage caused to the Building as a result of
having placed anything on or having made openings in or having attached anything
to the roof and  shall  restore  the roof to its  former  condition,  all to the
satisfaction of the Landlord.

4.4.     REPAIR WHERE TENANT AT FAULT

Notwithstanding  any other provisions of this lease, if the Building or any part
thereof is damaged as a result of the act or omission of the Tenant or those for
whom it is in law  responsible,  the cost of the resulting  repairs,  plus a sum
equal to 15% of such cost representing the Landlord's overhead if such resulting
repairs  are  performed  by or on behalf of the  Landlord,  shall be paid by the
Tenant to the Landlord.

4.5.     REMOVAL OF IMPROVEMENTS AND FIXTURES

All Leasehold  Improvements  shall  immediately  upon their placement become the
Landlord's  property  without  compensation  to the Tenant.  Except as otherwise
agreed by the Landlord in writing,  no Leasehold  Improvements or trade fixtures
of the  Tenant  shall be  removed  from the  Premises  either  during  or at the
expiration or sooner termination of the Term except that:

(a) the Tenant may, during the Term, in the usual course of its business, remove
its trade fixtures in order to replace or upgrade them, provided that the Tenant
is not in default under this lease, and

(b) the Tenant shall,  at the expiration or earlier  termination of the Term, at
its  cost,  remove  all  of  its  trade  fixtures  and  such  of  the  Leasehold
Improvements  as the Landlord  shall  require to be removed,  and to restore the
Premises to the condition in which they existed as at the Commencement  Date, to
the extent  required by the  Landlord.  The Tenant  shall at its cost repair any
damage caused to the Building by such removal. If the Tenant does not remove its
trade fixtures as aforesaid,  they shall, at the option of the Landlord,  become
its  property  and may be removed and disposed of by the Landlord in such manner
as it deems advisable.

4.6.     LIENS

The  Tenant  shall  promptly  pay for all  materials  supplied  and work done in
respect of the Premises so as to ensure that no lien is  registered  against the
Lands.  The Tenant  shall  discharge  any lien  within 5 business  days from the
Landlord's  notice,  failing which the Landlord may at its option  discharge the
same, with all costs,  including solicitor's fees (on a solicitor/client  basis)
incurred  by the  Landlord  to be paid by the  Tenant to the  Landlord  within 5
business days after demand.

4.7.     NOTICE BY TENANT

The Tenant  shall  notify the Landlord of any damage in any part of the Premises
or the Property, which comes to the attention of the Tenant.

4.8.     NO LANDLORD'S LIABILITY

The  Landlord  is not liable  for any  damage  caused to the Tenant by reason of
failure of any  equipment or  facilities  serving the Building or the  Property,
interruption  or  discontinuance  of  any  utility  services  or  delays  in the
performance of any work for which the Landlord is  responsible.  Upon reasonable
prior  notice to the Tenant  except in the case of an  emergency  when no notice
shall be  required,  the Landlord  may stop,  interrupt or reduce any  services,
systems or utilities provided to, or serving, the Building or the Premises,  for
the purpose of performing repairs,  alterations or maintenance or to comply with
laws or regulations or binding requirements of its insurers or for causes beyond
the Landlord's  reasonable control or as a result of the Landlord exercising any
rights  reserved  to it pursuant to this  lease.  The  Landlord  shall not be in
breach of its  covenant  for quiet  enjoyment  or liable for any loss,  costs or
damages,  whether  direct or indirect,  incurred by the Tenant due to any of the
foregoing,  but the  Landlord  shall  use  reasonable  efforts  to  restore  the
services,  utilities or systems so stopped, interrupted or reduced as soon as is
reasonably possible.

                                    ARTICLE 5

5.      CONTROL OF PROPERTY BY LANDLORD

5.1     ALTERATIONS BY LANDLORD

         The Landlord may:

         (a)  alter,   add  to,  subtract  from,   construct   improvements  to,
         re-arrange,  build  additional  storeys  on  and  construct  additional
         facilities in, adjoining or proximate to the Property; 
         (b) relocate the facilities and improvements in or comprising the 
         Property or erected on the Lands;  
         (c) do such  things on or in the  Property  as  required to comply with
         any laws, by-laws, regulations,orders or directives affecting the Lands
         or any part of the Property; and
         (d) do such other things  on or in the  Property  as the  Landlord,  in
         the  use of  good business judgment determines to be advisable,

provided that  notwithstanding  anything contained in this Section 5.1 access to
the  Premises  shall be available  at all times.  The  Landlord  shall not be in
breach of its  covenant  for quiet  enjoyment  or liable for any loss,  costs or
damages,  whether  direct or indirect,  incurred by the Tenant due to any of the
foregoing. The Landlord shall exercise its rights under this Section 5.1, to the
extent  possible  in  the  circumstances,  in  such  manner  so as  to  minimize
interference with the Tenant's use and enjoyment of the Premises.

5.2.     RIGHT OF EXAMINATION

The Landlord may at all reasonable  times enter the Premises to examine them and
to make such  repairs,  alterations  or  improvements  thereto  as the  Landlord
considers  necessary.  The  Landlord  reserves  to  itself  the right to use the
exterior  walls,  the roof, and the right to install,  maintain,  use and repair
pipes,  ducts,  conduits,  vents,  wires and  other  installations  leading  in,
through, over, or under the Premises and for this purpose, the Landlord may take
all material into and upon the Premises which is required  therefor.  The Tenant
shall not unduly obstruct any pipes,  conduits or mechanical or other electrical
equipment  so as to  prevent  reasonable  access  thereto.  The  Landlord  shall
exercise  its rights  under this  Section  5.2,  to the extent  possible  in the
circumstances,  in such manner so as to minimize  interference with the Tenant's
use and enjoyment of the Premises.

5.3.     RIGHT TO SHOW PREMISES

The  Landlord  and its  agents  have  the  right to enter  the  Premises  at all
reasonable  times on reasonable prior notice to show the Premises to prospective
purchasers  or  Mortgagees  and,  during the last six months of the Term (or the
last six months of any renewal term if this lease is  renewed),  to show them to
prospective  tenants.  The Tenant may provide a representative  to accompany the
Landlord when showing the Premises as aforesaid.

5.4.     ENTRY NOT FORFEITURE

No entry into the Premises by the Landlord  pursuant to a right  granted by this
lease shall constitute a breach of any covenant for quiet enjoyment,  or (except
where  expressed  by the  Landlord  in  writing  or  otherwise  intended)  shall
constitute a re-entry or forfeiture.

5.5.     MAINTENANCE SCHEDULE

As soon as reasonably  possible after execution of this lease,  the Tenant shall
provide the Landlord with a schedule ("Schedule")  indicating times during which
the Landlord  would be able to conduct  maintenance  and/or stop services with a
minimum of disturbance to the Tenant's operations in the Premises. Except in the
case of an emergency,  in exercising  its rights under Sections 4.8, 5.1 and 5.2
the Landlord shall, to the extent reasonably  possible under the  circumstances,
adhere to the  Schedule.  If,  as a result  of  adhering  to the  Schedule,  the
Landlord  incurs an additional  cost for the  performance  of any service and/or
maintenance  outside of normal  business  hours,  the Tenant shall reimburse the
Landlord for such additional cost, forthwith upon demand.

                                    ARTICLE 6

6.       INSURANCE AND INDEMNITY

6.1.     TENANT'S INSURANCE

(a) The Tenant will,  throughout the Term, at its cost take out and maintain, in
the name of the Tenant and the  Landlord and the  Mortgagee as loss payee,  when
applicable,  as their respective  interests may appear, the following insurance,
which will contain the Mortgagee's  standard  mortgage clause and will contain a
waiver of any  subrogation  rights which the Tenant's  insurers may have against
the Landlord and against those for whom it is in law responsible:

     (i) insurance upon all property owned by the Tenant or for which the Tenant
is  legally  liable,  and which is located in the  Premises  including,  without
limitation,  alterations, trade fixtures, and Leasehold Improvements, as well as
inventory  in an  amount  of at least  90% of the full  replacement  cost,  with
coverage  against at least the perils of fire and  standard  extended  coverage,
including sprinkler leakages (where applicable), flood and collapse;
     (ii) if applicable,  broad form boiler and machinery insurance on a blanket
repair and  replacement  basis with limits for each  accident in an amount of at
least 90% of the full replacement cost of all boilers, pressure vessels, heating
and 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;
     (iii)standard extra expense insurance;
     (iv) comprehensive  general liability insurance,  including personal injury
liability,  contractual  liability,  non-owned automobile liability,  employers'
liability  and owners'  and  contractors'  protective  insurance  coverage  with
respect to the Premises and the Tenant's use of the Common Areas.  Such policies
shall (1) be written on a comprehensive  basis with inclusive limits of not less
than  $2,000,000.00  for bodily injury to any one or more  Persons,  or property
damage, and such higher limits as the Landlord, acting reasonably, requires from
time to time;  and (2) contain a  severability  of interests  clause and a cross
liability clause;
     (v) Tenant's  legal  liability  insurance  for the actual cash value of the
Premises,  including loss of use thereof,  
     (vi) if applicable, standard owner's form automobile policy providing third
party liability  insurance with  $2,000,000.00  inclusive  limits,  and accident
benefits  insurance,  covering all licensed  vehicles owned or operated by or on
behalf of the Tenant; and 
     (vii)  any  other  of  insurance  as the  Tenant  or the  Landlord,  acting
reasonably,  requires  from time to time in form,  in amounts and for  insurance
risks against which a prudent tenant would insure.

(b)      All policies:

     (i) will be taken out with  insurers  acceptable  to the  Landlord,  acting
reasonably;
     (ii)  will be in a form  satisfactory  from  time to time to the  Landlord,
acting reasonably;
     (iii) will be non-contributing with, and will apply only as primary and not
as excess to any other insurance available to the Landlord or the Mortgagee; and
     (iv) will not be  invalidated as respects the interests of the Landlord and
of the  Mortgagee  by  reason  of any  breach or  violation  of any  warranties,
representations,  declarations  or  conditions  contained in the  policies.  All
policies will contain an  undertaking by the insurers to notify the Landlord and
the Mortgagee in writing by registered mail at least thirty (30) days before any
material change, cancellation or termination of them.

(c)  Certificates  of insurance  will be  delivered  to the Landlord  before the
Tenant obtains possession of the Premises for any purpose. No review or approval
of any  insurance  certificate  by the  Landlord  diminishes  its  rights or the
Tenant's obligations in this lease.

(d) If the Tenant fails to take out or keep in force any  required  insurance or
should any of that  insurance  not be approved by the  Landlord,  and should the
Tenant not commence to diligently  rectify (and afterwards to proceed diligently
to rectify)  the  situation  within 48 hours after notice by the  Landlord,  the
Landlord may, without obligation, effect such insurance at the Tenant's cost and
all costs of the Landlord will be immediately paid by the Tenant to the Landlord
as Additional  Rent,  together  with a fee of 15%  representing  the  Landlord's
overhead.  This right is without  prejudice  to the other rights and remedies of
the Landlord under this lease.

6.2.     LANDLORD'S INSURANCE

The Landlord will carry the following:

(a) insurance on the Building  (excluding  foundations and  excavations) and the
machinery,  boilers,  and  equipment  contained  in it and owned by the Landlord
(excluding any property with respect to which the Tenant or other  occupants are
required to insure under Section 6.1 or similar Sections) against damage by fire
and  extended  perils  coverage  in those  reasonable  amounts  and  with  those
reasonable  reductions  that would be carried by a prudent owner of a reasonably
similar project,  having regard to size, age and location,  but shall be insured
for the full replacement cost;

(b) comprehensive public liability and property damage insurance with respect to
the Landlord's  operations in the Premises, in the Building and on the Lands, in
those  reasonable  amounts for personal and bodily injury or death and damage to
property of others; and

(c) those other forms of insurance which the Landlord considers advisable.

Despite this Section 6.2, and  regardless of any  contribution  by the Tenant to
the costs of insurance premiums, (i) the Tenant is not relieved of any liability
arising  from  or  contributed  to by its  negligence  or  its  wilful  acts  or
omissions, and (ii) no insurable interest is conferred upon the Tenant under any
policies of  insurance  carried by the  Landlord  and the Tenant has no right to
receive any proceeds of any such insurance policies.

6.3.     INDEMNIFICATION OF THE LANDLORD

Notwithstanding  any other  provision of this lease,  the Tenant shall indemnify
the Landlord and save it harmless  from and against any and all loss  (including
loss of Rent),  claims,  actions,  damages,  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 Premises, or the occupancy or use by the Tenant of the 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  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 expenses and reasonable legal fees
incurred (on a  solicitor/client)  basis or paid by the  Landlord in  connection
with such litigation.  The Tenant shall also pay all expenses and legal fees (on
a  solicitor/client  basis)  that may be  incurred  or paid by the  Landlord  in
enforcing the terms of this lease, unless a court shall decide otherwise.

6.4.     LOSS OR DAMAGE

The Landlord  shall not be liable for any death or injury arising from or out of
any occurrence in, upon, at or relating to the Property or damage to property of
the Tenant or of others  located on the Premises or  elsewhere in the  Property,
nor shall it be  responsible  for any loss of or damage to any  property  of the
Tenant or others from any cause,  whether or not any such death, injury, loss or
damage  results from the  negligence  of the  Landlord,  its agents,  employees,
contractors,  or  others  for  whom it  may,  in law,  be  responsible.  Without
limitation, the Landlord shall not be liable for any injury or damage to Persons
or property  resulting  from any cause  whatsoever.  All  property of the Tenant
shall be so kept at the risk of the  Tenant  only and the  Tenant  releases  and
agrees to indemnify  the Landlord and save it harmless  from any claims  arising
out of any damage to the same,  including any subrogation claims by the Tenant's
insurers.

6.5.     INCREASE IN INSURANCE PREMIUMS

No article  shall be kept in the Premises  which is  prohibited by any insurance
policy against the Building. If anything is done in the Building which increased
the  insurance  with  respect to the  Building,  the  Tenant  shall pay any such
increase in premium.  In determining  whether increased premiums result from the
use of the Premises,  a schedule issued by the Landlord's insurer shall be final
and binding.

6.6.     CANCELLATION OF INSURANCE

If any insurance policy upon the Building or any part thereof shall be cancelled
or  threatened to be cancelled or the coverage  thereunder  reduced by reason of
the use of the Premises, and if the Tenant fails to remedy such condition within
48 hours after notice,  the Landlord may, at its option,  at the Tenant's  cost,
either:

(a) re-enter the Premises forthwith; or

(b) enter  upon the  Premises  and  remedy  the  condition  giving  rise to such
cancellation, threatened cancellation or reduction.

The Landlord shall not be liable for any damage or injury caused to any property
located on the Premises as a result of any such entry,

                                    ARTICLE 7

7.       ASSIGNMENT AND SUBLETTING

7.1.     TRANSFERS

The Tenant shall not permit any Transfer  without the prior  written  consent of
the Landlord,  which consent shall not be  unreasonably  withheld,  but shall be
subject  to  the  Landlord's  rights  under  Section  7.2.  Notwithstanding  any
statutory  provision  to the  contrary,  the  Landlord may take into account the
following factors in deciding whether to grant or withhold its consent:

(a)  whether such Transfer is breach of any covenants or restrictions made or 
granted by the Landlord;

(b)  whether in the  Landlord's  opinion,  the  financial  background,  business
history and capability of the proposed Transferee is satisfactory; and

(c)  if the Transfer is to an existing tenant of the Landlord.

Consent by the Landlord to any Transfer if granted shall not constitute a waiver
of the necessity for such consent to any subsequent  Transfer.  This prohibition
against  Transfer shall include a prohibition  against any Transfer by operation
of law and no Transfer shall take place by reason of the failure of the Landlord
to give notice as required by Section 7.2.

7.2.     LANDLORD'S RIGHT TO TERMINATE

If the Tenant intends to effect a Transfer, the Tenant shall give written notice
to the Landlord  specifying the identity of the proposed  Transferee and provide
such financial, business or other information relating to the Transferee and its
principals  as the  Landlord  requires,  together  with  copies of any  Transfer
documents.  The Landlord shall, within 30 days after having received such notice
and all requested information, notify the Tenant either that:

(a) it consents or does not consent to the Transfer; or

(b) it elects to cancel this lease as to the whole or part,  as the case may be,
of the Premises affected by the proposed Transfer,  in preference to giving such
consent.

If the Landlord elects to terminate this lease, it shall stipulate in its notice
the termination  date, which date shall be no less than 30 days nor more than 90
days following the giving of such notice of termination.  If the Landlord elects
to cancel  this  lease,  the  Tenant  may  notify  the  Landlord  within 10 days
thereafter of the Tenant's  intention either to refrain from such Transfer or to
accept the cancellation.  If the Tenant fails to deliver such notice within such
period of 10 days or  notifies  the  Landlord  that it  accepts  the  Landlord's
termination,  this lease will as to the whole or affected  part of the Premises,
as the case may be, be terminated on the date of  termination  stipulated by the
Landlord in its notice. If the Tenant advises the Landlord it intends to refrain
from such Transfer,  then the Landlord's  election to terminate this lease shall
become void in such instance.

7.3.     CONDITIONS OF TRANSFER

(a) Any consent by the  Landlord  shall be subject to the Tenant and  Transferee
executing an agreement with the Landlord  agreeing that the  Transferee  will be
bound by all of the terms of this  lease as if such  Transferee  had  originally
executed this lease as tenant.

(b)  Notwithstanding  any  Transfer,  the Tenant shall be jointly and  severally
liable  with the  Transferee  under  this lease and shall not be  released  from
performing any of the terms of this lease.

(c) If the net rent and additional rent to be paid by the Transferee exceeds the
Net Rent and Additional Rent, such excess shall be paid to the Landlord.  If the
Tenant  receives  from  any  Transferee,  either  directly  or  indirectly,  any
consideration  other than rent or additional rent for such Transfer,  the Tenant
shall forthwith pay to the Landlord such consideration.

(d) The Tenant will pay all legal costs and the Landlord's administration fee to
review or prepare any Transfer documents.

(e) The  Landlord's  consent to any Transfer  shall be subject to the  condition
that if the net rent and additional rent payable by the Transferee  shall not be
less than the Net Rent and  Additional  Rent  payable by the  Tenant  under this
lease as at the effective date of the Transfer.

7.4.     CHANGE OF CONTROL

If the  Tenant  is at any time a  corporation  or  partnership,  any  actual  or
proposed Change of Control in such corporation or partnership shall be deemed to
be a Transfer and subject to all of the provisions of this Article 7. The Tenant
shall make available to the Landlord or its representatives all of its corporate
or  partnership  records,  as the case may be, for  inspection at all reasonable
times, in order to ascertain whether there has been any Change of Control.

7.5.     NO ADVERTISING

The Tenant shall not advertise or permit to be advertised  that the Premises are
available  for Transfer  unless the complete text of any such  advertisement  is
first approved in writing by the Landlord.  No such advertisement  shall contain
any reference to the rental rate of the Premises.

7.6.     ASSIGNMENT BY THE LANDLORD

The  Landlord  shall  have the  unrestricted  right to sell,  lease,  convey  or
otherwise dispose of the Property or any part thereof and this lease,  including
the right to mortgage  this lease.  To the extent that the purchaser or assignee
from the Landlord  assumes the obligations of the Landlord under this lease, the
Landlord  shall  thereupon  and  without  further  agreement  be released of all
liability under this lease.

7.7.     PERMITTED TRANSFERS

Notwithstanding  anything  contained in Article 7 of this lease to the contrary,
the Tenant shall be entitled to Transfer  this lease  without the consent of the
Landlord to any affiliated body corporate of the Tenant (as that term is defined
by the Ontario Business  Corporations Act, R.S.O. 1990, as amended or replaced),
the  foregoing to be referred to as a "Permitted  Transferee".  The Tenant shall
provide  prior  written  notice to the  Landlord  of its intent to effect such a
Transfer  and shall  provide  the  Landlord  with the  name(s) of the  Permitted
Transferee as well as the proposed  effective date of such Transfer and any such
Transfer shall otherwise be in accordance with Article 7. For greater certainty,
the  parties  acknowledge  and agree  that the  Landlord  shall have no right to
terminate the lease upon Transfer to a Permitted Transferee.


                                    ARTICLE 8

8.       DAMAGE, DESTRUCTION AND EXPROPRIATION

8. 1.    LANDLORD'S OPTION

If the  Premises  are at any time  damaged or  destroyed  as a result of fire or
other perils in respect of which the Landlord is required to insure against, and
if as a result of such occurrences:

(a) 50% or more of the Premises are rendered wholly unfit for occupancy;

(b) the cost of repairing or rebuilding the Premises exceeds 25% or more of 
the replacement cost thereof; and

(c) in the  opinion  of the  Architect  the  Premises  cannot be  repaired  with
reasonable  diligence  within  180  days  of the  happening  of such  damage  or
destruction.

Then,  in each case,  the  Landlord  may,  at its option and upon  notice to the
Tenant,  terminate this lease.  In such event,  this lease shall terminate as of
the date of such damage or  destruction  and the Rent shall be  apportioned  and
paid in full to the  date of  termination.  The  Tenant  will  execute  whatever
documents  may be  required  by the  Landlord  in  order  that all  proceeds  of
insurance  relating  to the  Leasehold  Improvements  shall be  released  to the
Landlord.

If in the  opinion  of the  Architect,  to be  rendered  within  30  days of the
happening  of the  damage or  destruction,  such  damage or  destruction  to the
Premises  cannot  be  repaired  with  reasonable  diligence  within  365 days of
occurrence,  then either the Landlord or the Tenant may terminate  this lease on
notice to the other. In such event, this lease shall terminate as of the date of
such damage or destruction and the Rent shall be apportioned and paid in full to
the date of  termination.  The Tenant will  execute  whatever  documents  may be
required by the Landlord in order that all proceeds of insurance relating to the
Leasehold Improvements shall be released to the Landlord.

8.2.     DAMAGE TO PREMISES

If the  Landlord  does not elect to  terminate  this  lease in  accordance  with
Section 8.1, then the Landlord shall  commence with all reasonable  diligence to
repair the Premises to the extent only of its  obligations  under this lease and
exclusive  of any work  performed  in and to the Premises by or on behalf of the
Tenant (the "Landlord's Work of Reconstruction"). The Tenant will be entitled to
receive  all  proceeds  of  insurance  which has been  taken  out by the  Tenant
relating to the Leasehold  Improvements  provided the Tenant shall commence will
all  reasonable  diligence to repair and/or replace same and all such work shall
be conducted in accordance  with Article 4 of this lease.  In the event that the
cost of the repair and/or replacement of the Leasehold  Improvements exceeds the
amount of insurance proceeds,  the Tenant shall bear the cost of such excess. In
the event that the cost of repair and/or  replacement is less than the amount of
insurance  proceeds  received  by the Tenant,  the amount of such  excess  shall
forthwith be paid to the Landlord.

From the date of the  happening  of such  damage  or  destruction  and until the
completion of the Landlord's Work of Reconstruction, the Net Rent shall abate:

     (a) in its entirety if, in the opinion of the  Architect,  the Premises are
rendered wholly untenantable; or

     (b) proportionately (to the portion of the Premises rendered untenantable),
if in the opinion of the Architect,  the Premises are rendered untenantable only
in part,  subject,  in either  case,  to the  extent of the  insurance  proceeds
actually received by the Landlord.

8.3.     LANDLORD'S PLANS

If the Landlord elects to repair the Premises, the Landlord shall be entitled to
use plans and specifications and working drawings in connection  therewith other
than, but similar to those used in the original construction of the Premises.

8.4.     ARCHITECT'S CERTIFICATE

The decision of the Architect as to:

         (a)      the time within which the Premises can or cannot be repaired;

         (b)      the extent of the damage or destruction to the Premises;

         (c)      the cost of repairing the Premises; and

         (d)  the  date on  which  the  Landlord's  Work  of  Reconstruction  is
         completed,  shall,  in each case, be final and binding upon the parties
         hereto.

                                    ARTICLE 9

9.       DEFAULT

DEFAULT AND REMEDIES

If and whenever:

     (a) any Net Rent is in arrears  whether or not any demand for  payment  has
been made by the Landlord;

     (b) any  Additional  Rent is in arrears and is not paid within 5 days after
written demand by the Landlord;

     (c) the Tenant has  breached  any of its  obligations  in this lease (other
than the payment of Rent) and the Tenant  fails to remedy such breach  within 15
days of written  notice of such  breach by the  Landlord  to the Tenant (or such
shorter  period  as may be  provided  in this  lease) or if such  breach  cannot
reasonably  be remedied  within 15 days of notice as  aforesaid  or such shorter
period, the Tenant fails to commence to remedy and thereafter proceed diligently
to remedy such breach, in each case after notice in writing from the Landlord;

     (d) the Tenant or any  Indemnifier  becomes  bankrupt or insolvent or takes
the  benefit of any  statute  for  bankrupt  or  insolvent  debtors or makes any
proposal,  assignment or arrangement with its creditors,  or any steps are taken
or proceedings commenced by any Person for the dissolution,  winding-up or other
termination of the Tenant's existence or the liquidation of its assets;

     (e) a trustee, receiver,  receiver/manager or like Person is appointed with
respect to the business or assets of the Tenant or any Indemnifier;

     (f) the Tenant makes a sale in bulk of all or a substantial  portion of its
assets other than in conjunction with a Transfer approved by the Landlord;

     (g) this  lease or any of the  Tenant's  assets  are taken  under a writ of
execution;

     (h) the Tenant  purports  to make a Transfer  not in  compliance  with this
lease;

     (i) the Tenant  abandons or attempts to abandon the Premises or disposes of
its goods so that there would not after such disposal be sufficient goods of the
Tenant on the  Premises  subject  to  distress  to  satisfy  Rent for at least 3
months,  or  the  Premises  become  vacant  and  unoccupied  for a  period  of 5
consecutive days or more without the consent of the Landlord; or

     (j)  any of the  Landlord's  policies  of  insurance  with  respect  to the
Building or any part  thereof are  actually or  threatened  to be  cancelled  or
adversely changed as a result of any use or occupancy of the Premises;

then  without  prejudice to any other rights which it has pursuant to this lease
or at law, the Landlord shall have the following rights and remedies,  which are
cumulative and not alternative:

     (i) to terminate this lease;
     (ii) to enter the Premises as agent of the Tenant and to relet the Premises
for  whatever  term,  and on such terms as the  Landlord in its  discretion  may
determine  and to receive the Rent  therefor  and as agent of the Tenant to take
possession of any property of the Tenant on the Premises, to store such property
at the  expense and risk of the Tenant or to sell or  otherwise  dispose of such
property  in such  manner  as the  Landlord  may see fit  without  notice to the
Tenant;
     (iii) to remedy or attempt to remedy any  default of the Tenant  under this
lease for the  account of the Tenant  and to enter  upon the  Premises  for such
purposes;
     (iv) to recover  from the Tenant all damages and  expenses  incurred by the
Landlord  as a result of any breach by the  Tenant  including,  if the  Landlord
terminates  this lease,  any  deficiency  between those amounts which would have
been  payable  by the  Tenant  for  the  portion  of  the  Term  following  such
termination  and the net amounts  actually  received by the Landlord during such
period of time with respect to the Premises; and
     (v) to recover from the Tenant the full amount of the current  month's Rent
together with the next 3 months'  instalments of Rent; all of which shall accrue
on  a  day-to-day  basis  and  shall  immediately  become  due  and  payable  as
accelerated Rent.

9.2.     DISTRESS

Notwithstanding  any  provision  of this lease or any  provision  of  applicable
legislation,  none of the goods of the Tenant on the Premises at any time during
the Term shall be exempt  from levy by  distress  for Rent in  arrears,  and the
Tenant waives any such  exemption.  If the Landlord  makes any claim against the
goods and  chattels  of the Tenant by way of  distress,  this  provision  may be
pleaded as an  estoppel  against  the  Tenant in any action  brought to test the
right of the Landlord to levy such distress.

9.3.     COSTS

The  Tenant  shall pay to the  Landlord  on demand  all  costs  incurred  by the
Landlord,  including lawyers' fees, on a solicitor/client basis, incurred by the
Landlord in enforcing any of the obligations of the Tenant under this lease.

9.4.     ALLOCATION OF PAYMENTS

The Landlord may at its option apply sums received  from the Tenant  against any
amounts  due and  payable by the Tenant  under this lease in such  manner as the
Landlord sees fit.

9.5.     SURVIVAL OF OBLIGATIONS

All  obligations of the Tenant under this lease which remain  unfulfilled at the
determination of this lease and the Landlord's  rights in respect of any failure
by the Tenant to perform any of its  obligations  under this lease shall survive
and remain in full force and effect  notwithstanding  the  expiration or earlier
termination of the Term.

9.6.     ADDITIONAL RENT DEEMED RENT

All  Additional  Rent shall be deemed to be rent and the Landlord shall have all
rights  against the Tenant for default in the payment of Additional  Rent as for
default in the payment of Net Rent, except as otherwise herein provided.

9.7.     LANDLORD'S RIGHT TO PERFORM

In addition to all other remedies the Landlord may have by this lease, at law or
in equity, if the Tenant does not perform any of its obligations hereunder,  the
Landlord  may, at its option,  but without any  obligation,  perform any of such
obligations of the Tenant, after 5 days' notice to the Tenant or in the event of
an emergency,  without notice,  and in such event, the cost of performing any of
such obligations,  plus an  administrative  charge of 15% of such cost, shall be
payable by the Tenant to the Landlord forthwith on demand.

                                   ARTICLE 10

10.   STATUS STATEMENT; ATTORNMENT AND SUBORDINATION

10.1. STATUS STATEMENT

Within 10 days after written  request by the Landlord,  the Tenant shall deliver
to the Landlord,  in a form supplied by the  Landlord,  a certificate  as to the
status of this lease,  the amount of Rent then being paid and the dates to which
it has been paid and any other matters  pertaining to this lease as to which the
Landlord shall request such certificate.

10.2.    SUBORDINATION

This lease and all rights of the Tenant shall be subject and  subordinate to any
and all  Mortgages  from time to time in  existence  against the Property or any
part thereof. On request, the Tenant shall subordinate this lease and its rights
under the lease to any and all  Mortgages  and to all  advances  made under such
Mortgages.  The  form of such  subordination  shall be made as  required  by the
Landlord or any Mortgagee.

At the  Tenant's  request  and sole cost and  expense,  the  Landlord  shall use
commercially  reasonable  efforts  to obtain  an  agreement  from any  Mortgagee
agreeing to allow the Tenant to remain in quiet  possession  of the  Premises so
long as the Tenant is not in default under the terms of this lease.

10.3.    ATTORNMENT

The  Tenant  shall  promptly  on  request  attorn  to any  Mortgagee,  or to the
registered  owners  of the  Property,  or the  lessee  under any lease of all or
substantially  all of the Property  made by the Landlord or otherwise  affecting
the Property,  or the  purchaser on any  foreclosure  or sale under  proceedings
taken under any Mortgage,  and shall recognize such Mortgagee,  owner, lessee or
purchaser as the Landlord under this lease.

10.4.    EXECUTION OF DOCUMENTS

The Tenant  irrevocably  constitutes  the Landlord the agent and attorney of the
Tenant for the purposes of executing any agreement,  certificate,  attornment or
subordination required by this lease and for registering postponements in favour
of any  Mortgagee if the Tenant fails to execute such  documents  within 10 days
after request by the Landlord.

                                   ARTICLE 11

11. GENERAL PROVISIONS

11.1. QUIET ENJOYMENT

If the Tenant pays Rent and fully  observes and performs all of its  obligations
under this lease, the Tenant shall,  subject to the provisions of this lease, be
entitled to peaceful  and quiet  enjoyment  of the Premises for the Term without
interruption or interference by the Landlord or any Person claiming  through the
Landlord.

11.2.    RULES AND REGULATIONS

The Tenant shall comply with all Rules and Regulations,  and amendments to them,
adopted by the Landlord  from time to time  including  those set out in Schedule
"B", so long as such Rules and Regulations arc not inconsistent  with and do not
contradict  this lease.  The Rules and  Regulations  may  differentiate  between
different  types of  businesses in or other tenants or users of the Building and
the Landlord shall not be responsible  to the Tenant for any  non-observance  of
such Rules or Regulations by any other tenant of the Building.

11.3.    DELAY

Except as expressly  provided in this lease,  whenever the Landlord or Tenant is
delayed in the  fulfilment of any  obligation  under this lease,  other than the
payment  of Rent,  by an  unavoidable  occurrence  which is not the fault of the
party delayed in performing  such  obligation,  then the time for  fulfilment of
such obligation shall be extended during the period in which such  circumstances
operate to delay the fulfilment of such obligation.

11.4.    OVERHOLDING

If the Tenant  remains in  possession  of the  Premises  without the  Landlord's
consent after the end of the Term, there shall be no tacit renewal of this lease
or the Term,  and the Tenant shall be deemed to be  occupying  the Premises as a
Tenant  from  month to month at a monthly  net rent  equal to twice the  monthly
amount of Net Rent payable during the last month of the Term, and otherwise upon
the same terms as set out in this lease, if applicable to a monthly tenancy.  If
the Landlord and the Tenant execute an agreement  whereby the Term of this lease
is extended ("Agreement"), the over holding rent paid by the Tenant according to
this  Section  11.4  from  the  expiry  date of this  lease  until  the date the
Agreement is executed shall be credited toward the rent to be paid by the Tenant
pursuant to the Agreement.

11.5.    WAIVER

If either the Landlord or Tenant excuses or condones any default by the other of
any obligation  under this lease,  this shall not be a waiver of such obligation
in respect of any  continuing or subsequent  default and no such waiver shall be
implied.

11.6.    REGISTRATION

Neither the Tenant nor anyone  claiming  under the Tenant  shall  register  this
lease or any Transfer without the prior written consent of the Landlord.  If the
Tenant or any  permitted  Transferee  wishes to  register a  document,  then the
Landlord  shall at the request and expense of the Tenant  execute a notice lease
in such form as approved by the  Landlord  and without  disclosure  of any terms
which the Landlord does not desire to have disclosed. If the Lands comprise more
than one parcel of land,  the Landlord may direct the Tenant or Transferee as to
the parcel or parcels against which registration may be effected.

11.7.    NOTICES

Any notice,  consent or other instrument which may be or is required to be given
under this lease shall be in writing and shall be delivered in person or sent by
registered mail postage  prepaid  addressed,  if to the Landlord,  at 10 Carlson
Court,  Suite 500,  Etobicoke,  Ontario,  M9W 6L2; and if to the Tenant,  at the
Premises. Any such notice or other instrument shall be deemed to have been given
and received on the day upon which  personal  delivery is made or, if mailed,  3
business days following the date of mailing. Either party may give notice to the
other of any change of address and, after the giving of such notice, the address
so  specified  shall be used for the  giving of  notices.  If postal  service is
interrupted or substantially  delayed, all notices or other instruments shall be
delivered in person.

11.8.    SUCCESSORS & ASSIGNS

The  rights  and  liabilities  created  by this  lease  extend  to and  bind the
successors and assigns of the Landlord and the permitted  successors and assigns
of the Tenant. No rights,  however, shall enure to the benefit of any Transferee
unless the provisions of Article 7 are complied with.

11.9.    JOINT AND SEVERAL LIABILITY

If  there  is at any  time  more  than  one  Tenant  of  more  than  one  Person
constituting  the Tenant,  their  covenants  shall be considered to be joint and
several  and  shall  apply to each and every  one of them.  If the  Tenant is or
becomes a partnership, each Person who is a member, or shall become a member, of
such  partnership  or its  successors  shall be and  continue  to be jointly and
severally  liable for the performance of all covenants of the Tenant pursuant to
this lease, whether or not such Person ceases to be a member of such partnership
or its successor.

11.10.   CONSENT
Whenever in this lease the consent or approval of the Landlord is required, such
consent  or  approval  will  not be  unreasonably  withheld  or  delayed  unless
specifically stated to the contrary.

11.11.   SIGNS

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 of the Premises,  except with the written permission of
the Landlord,  consistent  with the Landlord's  sign criteria.  The Tenant shall
cause any signs  erected  on any part of the  exterior  or the  interior  of the
Premises  to be  installed:  (i) in  compliance  with  all  requirements  of all
governmental  authorities having jurisdiction with respect thereto;  (ii) at the
sole cost of the Tenant;  (iii) in a good and  workmanlike  manner;  and (iv) in
accordance  with  plans  and  specifications  that  comply  with the  Landlord's
reasonable  regulations.  The sign shall be maintained by the Tenant at its sole
cost and expense and the Tenant shall pay for any  electricity  consumed by such
sign.

At the  expiration or earlier  termination  of the Term, the Tenant shall remove
any such signs or other advertising material, as aforesaid, from the Premises at
the Tenant's  expense and shall  promptly  repair all damage  caused by any such
installation or removal.

11.12.   ACCORD AND SATISFACTION

No payment by the Tenant or receipt by the Landlord of a lesser  amount than the
monthly  Rent herein  stipulated  shall be deemed to be other than on account of
the earliest  stipulated  rent,  nor shall any  endorsement  or statement on any
cheque or any  letter  accompanying  any  cheque or payment as rent be deemed an
accord and  satisfaction,  and the  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 provided for in this lease.

11.13.   OCCUPANCY PERMIT

The Tenant shall,  at its own cost, be responsible to apply to the City in which
the Lands are located for an Occupancy Permit,  upon possession of the Premises,
if required by such City.

11.14.   SCHEDULES

The parties agree that  Schedules  "A", "B" and "C" annexed  hereto form part of
this Lease and any provisions thereof shall be enforceable in the same manner as
the provisions of this Lease.

11.15.   ENTIRE AGREEMENT

This lease and the schedules and riders,  if any,  attached set forth the entire
agreement between the Landlord and Tenant concerning the Premises.  There are no
agreements or  understandings  between them other than as set out in this lease.
This lease and its schedules and riders,  if any, may not be modified  except by
agreement in writing executed by the Landlord and Tenant.

IN WITNESS WHEREOF the Landlord and Tenant have signed this lease.

The Landlord:

PENREAL PROPERTY FUND LTD.

Per:  /s/Gary Usling
(Authorized  signatory)

Per:  /s/Francis Navaratnam
(Authorized  signatory)    c/s

The Tenant:

SAVILLE SYSTEMS CANADA, LTD.

Per:  /s/Christopher A. Hanson
(Authorized Signatory)

Per:  /s/C. Jane Lewchuk
(Authorized Signatory)     c/s

                                   SCHEDULE'A'

                         LEGAL DESCRIPTION AND SITE PLAN

The Tenant  acknowledges that the purpose of this Schedule is solely to show the
approximate   location  of  the  Premises  and  it  is  not  intended  to  be  a
representation or warranty as to the exact location thereof.

LEGAL DESCRIPTION

     Lots 12 and 13 and parts of Lots 10 and 11 Registered Plan 65M-2326 Town of
Markham, Regional Municipality of York.

                                  SCHEDULE "B"

                              RULES AND REGULATIONS

1. The Tenant  shall not do or permit  anything to be done in the  Premises,  or
bring or keep  anything  therein which will in any way increase the risk of fire
or the rate of fire  insurance on the Premises or on property kept  therein,  or
obstruct or interfere  with the rights of other  tenants or in any way injure or
annoy  them,  or violate or act at variance  with the laws  relating to fires or
with the regulations of the Fire Department or any  governmental  authority,  or
with any  insurance  upon the  Premises,  or violate or act in conflict with any
statutes,  rules and  ordinances  governing  health  standards or with any other
statute or municipal bylaw.

2. No inflammable oils or other  inflammable,  dangerous or explosive  materials
save  those  approved  in writing by the  Landlord's  insurers  shall be kept or
permitted to be kept in the Premises.

3. The Tenant shall not place or maintain any supplies, inventory,  equipment or
other  articles  or  things  of any kind  whatsoever  anywhere  exterior  to the
Building and shall not use any portion of the Lands for outside storage save and
except for the diesel generator  required for the back-up  electrical system for
the data centre portion of the Premises. The installation and maintenance of the
diesel  generator must be in compliance with all applicable  governmental  laws,
by-laws and regulations and must be approved by the Landlord.

4. The Tenant  shall not allow any  accumulation  of debris,  garbage,  trash or
refuse  either in or outside of the Premises or Building or on the Lands and all
of same shall be kept in appropriate  vermin-proof containers until removed. All
garbage, trash, rubbish and refuse shall be removed by the Tenant at its expense
on a regular  basis.  If the Tenant uses  perishable  articles or generates  wet
garbage,  the Tenant shall provide  refrigerated  storage facilities suitable to
the Landlord.

5. The Tenant shall maintain the Premises free of insects,  rodents,  vermin and
other pests and shall,  if required  at any time by the  Landlord,  take out and
maintain at its expense an  appropriate  pest and vermin  control  contract with
respect to the Premises with a person or  corporation  duly qualified to perform
such services.

6. The Tenant  shall not cause or permit:  any waste or damage to the  Premises;
any  overloading  of  the  floors  or  the  utility,  electrical  or  mechanical
facilities of the Building;  any nuisance in the Premises;  or any use or manner
of use causing a hazard.

7. Except for the proper use of blinds and drapes,  the Tenant  shall not cover,
obstruct or affix any object or material to any of the  skylights  or windows of
the  Premises  which will  either  reflect  or admit  light into any part of the
Building including, but without limitation,  the application of solar films. The
Landlord acknowledges that, as part of its Initial Leasehold  Improvements,  the
Tenant will be  constructing  a structure  within the existing  structure of the
Premises and, as such,  the skylights or windows  existing in the Premises as of
the date of this lease may be obscured.

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

9.  Subject to the  Tenant's  right to use the diesel  generator  in the case of
power failure, the Tenant shall not permit or allow any odours,  vapour,  steam,
water,  vibrations,  noises or other  undesirable  effects to  emanate  from the
Premises or any  equipment  or any  installation  in the  Premises  which in the
Landlord's  reasonable  opinion are objectionable or cause any interference with
the  safety,  comfort or  convenience  of the  Building  to the  Landlord or the
occupants or tenants thereof or their agents, servants, invitees or employees.

10.  Subject to the Tenant's  right to mount a microwave  antenna as part of its
Initial Leasehold  Improvements  approved by the Landlord,  the Tenant shall not
mount or place an antenna of any nature on the  exterior  of the  Building or on
the Lands.

11.  Subject  to the  Tenant's  approved  construction  plans  for  its  Initial
Leasehold  Improvements,  which include proposed coring for drainage, the Tenant
shall  not  deface  or  mark  any  part  of the  Building  and  shall  not  make
unreasonable  use of  nails,  spikes,  hooks or  screws  in the  walls,  floors,
ceilings or woodwork of any part of the Building or bore,  drill or cut into the
walls, floors, ceilings or woodwork of any part of the Building in any manner.

12. If the Tenant requires  telegraphic or telephonic  connections the Landlord,
in its discretion,  may direct the electricians as to where and how wires are to
be introduced into the Building.  Subject to the Tenant's approved  construction
plans for its Initial  Leasehold  Improvements,  which include the relocation of
gas and water lines, no gas pipes or electric wiring will be permitted which has
not been ordered or authorized by the Landlord.

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

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

15. No cooking or heating of foods or liquids  (other  than the heating of water
or coffee in coffee  makers or  kettles or the  heating  of food in a  microwave
oven) shall be  permitted  in the  Premises  without the written  consent of the
Landlord.

16. No animals or birds shall be brought into any part of the  Building  without
the consent of the Landlord.

17. When required by any governmental  authority having  jurisdiction the Tenant
will provide  facilities or accommodation for garbage and waste and its disposal
and pick up in accordance with such requirements.

18. The Tenant  shall have the right to use  designated  portions of the parking
areas on the Lands for the parking of passenger  vehicles.  Such  parking  areas
shall be used only for the  parking  of  passenger  vehicles  and no part of the
parking  areas,  driveway,  shipping areas or other parts of the Lands except as
designated by the Landlord, shall be used for the storage, repair and washing of
trucks,  trailers,  vans  or  similar  vehicles.  The  Landlord  shall  have  no
obligation to supervise  police and control the use of the parking areas and, if
any portion of the parking areas has been  designated  for the Tenant's use. The
Tenant  shall not park any vehicle or permit any vehicle to be parked  overnight
at the  Premises  unless the  occupant of the vehicle is working in the Premises
overnight.

19. All tenants must observe  strict care not to allow their windows or doors to
remain open so as to admit rain or snow or so as to  interfere  with the heating
of  the  Building.   Any  injury  or  damage  caused  to  the  Building  or  its
appointments,  furnishing heating and other appliances or to any other tenant by
reason of  windows  or doors  being  left open so as to admit rain or snow or by
interferences  with or neglect  of the  heating  appliances  or by reason of the
tenant or other  person or  servant,  subject  to it,  shall be made good by the
tenant in whose premises the neglect, interference or misconduct occurred.

                                  SCHEDULE "C"

                               SPECIAL PROVISIONS

Expansion Space

Provided the Tenant has not been in habitual  default and is not then in default
under the terms of the lease and Saville Systems Canada,  Ltd. is the Tenant and
is itself in occupation of and conducting  business in the whole of the Premises
then,  during  the Term of the  lease  (including  any  extensions  or  renewals
thereof) if any space in the Building becomes  available for re-leasing from the
Landlord  ("Expansion  Space"),  the Landlord shall so notify the Tenant and the
Tenant shall have 5 days from receipt of such notice  within which to confirm in
writing  to the  Landlord  that it  elects  to  exercise  its right to lease the
Expansion  Space.  If the Tenant  exercises its right  hereunder it will have 15
days  from the date of  exercise  within  which to enter  into a lease  with the
Landlord on the Landlord's  standard form of net industrial  lease in effect for
the Building to confirm the terms of the leasing of the Expansion Space on terms
and conditions  which are  acceptable to both the Landlord and the Tenant,  both
parties acting reasonably.  If the Tenant fails to exercise its right within the
stipulated 5 day period,  this option to lease Expansion Space shall be null and
void and of no further force or effect.

Protective Covenant

Provided  the Tenant is not in default  under the terms of the lease and Saville
Systems Canada, Ltd. is the Tenant and is itself in occupation of and conducting
business in the whole of the  Premises,  then the Landlord  agrees that it shall
ensure the integrity of the future business uses are restricted to the class and
use of the tenant base existing as at the  Commencement  Date. In any event, the
Landlord  shall not lease  space  adjacent  to the  Premises  to a tenant  whose
business  includes  heavy use of  machinery  which  could be expected to produce
excessive  vibration or  businesses  which use  explosive or corrosive  chemical
products.

Option to Extend

Provided:

     1 . the Tenant is not then and has not been in  default  under the terms of
the lease;

     2. Saville Systems  Canada,  Ltd. is the Tenant and is itself in occupation
of and conducting business in the whole of the Premises;

     3. the Tenant has provided  written  notice to the Landlord no later than 6
months prior to the expiry of the initial Term of its  intention to exercise the
within option to extend,

then the Tenant  shall have a one time only option to extend the initial Term of
the lease for a further  period of 5 years,  such  extension  to begin  upon the
expiration  of the  initial  Term  and the  lease,  and all of its  terms  shall
continue in force during such extension except that:

     (a) the Tenant  shall not be  entitled  to any  further  rent-free  period,
Landlord's work, or financial inducement;

     (b) the  Tenant  shall  not have any  further  option  to  extend  the Term
following the exercise, if any, of the foregoing option to extend; and

     (c) during the extension, the Tenant shall pay a net rent to be agreed upon
by the  Landlord  and the Tenant prior to the  commencement  of such  extension,
based on the fair market rental rate for  comparable  premises,  calculated in a
comparable  manner on a comparable net lease basis for  comparable  buildings in
the  vicinity of the  Building.  In the event that such rental rate has not been
agreed upon by the parties 3 months prior to the  commencement  of the extension
then  the  net  rental  rate  shall  be  determined  by  arbitration  under  the
Arbitration Act, 1991 of Ontario, as amended or replaced.

Failing  written  notification  to the Landlord in accordance  with  paragraph 3
above, the foregoing option to extend shall be null and void.

The Landlord may require the Tenant to execute a lease amending agreement or, at
its option,  its then standard net industrial  lease in effect for the Building,
in order to confirm the terms of the foregoing option to extend.

Corporate Identification

The Tenant  shall,  at its own cost and  expense,  have the right to install its
sign graphics on the west wall of the Premises  provided that such sign conforms
to all applicable  governmental  laws,  by-laws,  rules and  regulations and the
Landlord's sign criteria for the Building.