EXHIBIT 10.20






                               715864 ALBERTA LTD.

                                  (as Landlord)




                                     - and -


                           SAVILLE SYSTEMS CANADA LTD.


                                   (as Tenant)



                                     - and -



                               SAVILLE SYSTEM PLC


                                (as Indemnifier)
















<PAGE>

                                      INDEX



ARTICLE               CAPTION                                 PAGE NO.

1.                    DEFINITIONS

 1.00  (a)            Additional Rent                               1
 1.00  (b)            Business Hours                                1
 1.00  (c)            Business Transfer Tax                         1
 1.00  (d)            Common Areas                                  1
 1.00  (e)            Development                                   2
 1.00  (f)            Fiscal Year                                   2
 1.00  (g)            Hazardous and Dangerous Substances            2
 1.00  (h)            Land                                          2
 1.00  (i)            Landlord                                      2
 1.00  (j)            Landlord's Architect                          2
 1.00  (k)            Lease                                         2
 1.00  (l)            Leased Premises                               3
 1.00  (m)            Lease Year                                    3
 1.00  (n)            Minimum Rent                                  3
 1.00  (o)            Operating Costs                               3
 1.00  (p)            Proportionate Share                           4
 1.00  (q)            Rent                                          4
 1.00  (r)            Rentable Area                                 4
 1.00  (s)            Stipulated Rate of Interest                   4
 1.00  (t)            Taxes                                         4
 1.00  (u)            Term                                          4
 1.00  (v)            Useable Area                                  4


2.                    DEMISE                                        4

3.                    HABENDUM

 3.00                 Term                                          5
 3.01                 Holding Over                                  5

4.                    RENT

 4.00                 Minimum Rent                                  5
 4.01                 Additional Rent                               6
 4.02                 Payment of Additional Rent                    6
 4.03                 Accrual of Rent                               6
 4.04                 Place of Rent Payment                         6
 4.05                 Net Lease                                     7
 4.06                 Security Deposit                              7
 4.07                 Delay in Occupancy                            7

5.                    GENERAL COVENANTS

 5.00                 Landlord's General Covenants                  7
 5.01                 Tenant's General Covenants                    8


6.                    DEVELOPMENT SERVICES, COMMON AREA UTILITIES 
                      AND EXPENSE

 6.00                 Heating, Ventilating and Air-Conditioning     8
 6.01                 Common Areas                                  8
 6.02                 Caretaking                                    9
 6.03                 Electricity, Replacement of Lamps
                      Utilities and Services                        9


7.                    USE AND OCCUPANCY OF LEASED PREMISES

 7.00                 Use of Leased Premises                        9
 7.01                 Occupancy of Leased Premises                  9
 7.02                 Nuisance                                      9
 7.03                 Compliance with Laws                         10
 7.04                 Improvements, Alterations, Fixtures          10
 7.05                 Insurance                                    11
 7.06                 Rules and Regulations                        13
 7.07                 Signs                                        14
 7.08                 Heavy Objects                                14
 7.09                 Hazardous and Dangerous Substances           14
 7.10                 No Defacing                                  14
 7.11                 Additional Services                          14

8.                    REPAIRS

 8.00                 Tenant's Repairs                             15
 8.01                 Maintenance by Tenant                        15
 8.02                 Repair Where Tenant is at Fault              16
 8.03                 Repair on Termination                        16
 8.04                 Notice of Accident, Defects, etc.            16
 8.05                 Renovation                                   16
 8.06                 Total or Partial Destruction of
                      Leased Premises                              17

9.                    TAXES

 9.00                 Tenant's Taxes                               17
 9.01                 Payment of Taxes by Tenant                   17
 9.02                 Increases in Taxes                           18
 9.03                 Payment of Taxes by Landlord                 18
 9.04                 Payment of Business Transfer Tax             18
 9.05                 Changes in Taxes                             18

10.                   LICENSES, ASSIGNMENTS AND SUBLETTINGS

 10.00                Licenses, Etc.                               18
 10.01                Consent Required                             18
 10.02                Conditions of Consent                        19
 10.03                Landlord's Option                            19
 10.04                Share Transfer                               19

11.                   DEVELOPMENT TITLE

 11.00                Subordination                                20
 11.01                Tenant Acknowledgements                      20
 11.02                Mechanics' and Other Liens                   20
 11.03                No Registration                              20

12.                   LIABILITIES

 12.00                Excuse for Non-Performance by
                      Landlord or Tenant                           21
 12.01                Claims for Compensation                      21
 12.02                Theft                                        21
 12.03                Premises Not Available                       22
 12.04                Condemnation and Expropriation               22

13.                   ACCESS

 13.00                Access by Landlord                           22
 13.01                Exhibit Leased Premises                      22


14.                   TENANT'S DEFAULT

 14.00                Re-Entry                                     22
 14.01                Bankruptcy, Etc.                             22
 14.02                Premises Vacated or Improperly Used          23
 14.03                Distress                                     23
 14.04                Rental Arrears                               23
 14.05                Landlord's Right to Perform                  23
 14.06                Alternative Remedies                         23
 14.07                Waiver                                       23
 14.08                Costs                                        24

15.                   INDEMNIFIER                                  24

16.                   GENERAL PROVISIONS

 16.00                Lease Entire Agreement                       25
 16.01                Modification to the Agreement                25
 16.02                Laws of Alberta to Govern                    25
 16.03                No Partnership                               25
 16.04                Notices                                      26
 16.05                Captions                                     26
 16.06                Time of the Essence                          26
 16.07                Managing Agent                               26
 16.08                Brokerage                                    26
 16.09                Interpretation, Landlord and Tenant          26
 16.10                Right to Relocate                            27
 16.11                Change and Addition to the Development       27
 16.12                Energy Conservation                          27
 16.13                Additional Terms and Conditions              27


17.                   SCHEDULES


 "A"                  FLOOR PLAN SHOWING LEASED PREMISES

 "B"                  ADDITIONAL TERMS AND CONDITIONS

 "C"                  RULES AND REGULATIONS

 "D"                  LEGAL DESCRIPTION

 "E"                  OFFER TO LEASE



<PAGE>



THIS INDENTURE made:


BETWEEN:


                               715864 ALBERTA LTD.
                       (hereinafter called the "Landlord")

                                OF THE FIRST PART


                                     - and -


                           SAVILLE SYSTEMS CANADA LTD.

                        (hereinafter called the "Tenant")

                               OF THE SECOND PART


                                     - and -


                               SAVILLE SYSTEMS PLC

                     (hereinafter called the ("Indemnifier")

                                OF THE THIRD PART





WITNESSETH THAT:

          WHEREAS the  Landlord has agreed to lease to the Tenant and the Tenant
          has  agreed  to lease  from the  Landlord  the  hereinafter  described
          "Leased  Premises"  forming part of a development (the  "Development")
          municipally  known as 6020 - 104 Street,  in the City of Edmonton,  in
          the Province of Alberta.  The legal  description of the Development is
          annexed hereto as Schedule "D".

          In  consideration of the rents,  covenants and agreements  hereinafter
          contained  and by the parties to be  respectively  paid,  observed and
          performed, the parties hereby agree as follows:


                              ARTICLE I DEFINITIONS

1.00              Definitions

                  In this Lease:

         (a)      "Additional  Rent" shall mean the sums of money payable to the
                  Landlord as specified  in Section  4.01 infra,  as well as any
                  other sums,  amounts,  costs or charges as are  required to be
                  paid by the Tenant under any provision of this Lease, save for
                  Minimum Rent and New Minimum Rent;

         (b)      Deleted

         (c)      "Business  Transfer  Tax"  shall mean all  services,  business
                  transfer,  transaction value, ad valorem, sales or other taxes
                  by  whatever  name,  imposed by and  payable  to the  federal,
                  provincial or municipal  authority,  if any, and assessed upon
                  or as a direct  result of the payment of the Minimum  Rent and
                  Additional  Rent  hereunder  as often as such taxes become due
                  and whether or not such taxes are  applicable  on the date the
                  execution of this Lease or become applicable thereafter;

         (d)      "Common  Areas" shall mean those areas, facilities, utilities,
                  improvements,  equipment  and installations  in or  adjacent  
                  to the  Development which  serve or are for the benefit of the
                  Development  and which from time to time,  are not designated 
                  or intended by the Landlord to be leased to  tenants  of the  
                  Development and  shall include  without limitation, all areas,
                  facilities,  utilities,  improvements,  equipment and 
                  installations provided or designated (and which may be changed
                  from time to time) by the Landlord for the use or benefit of 
                  the tenants, their  employees,  customers  and other  invitees
                  in common with others  entitled to the use or benefit thereof 
                  in the manner and for the purposes  permitted by this Lease,  
                  but excluding all areas used in the computation of the Useable
                  Area of the Development;

                  Without  limiting the generality of the foregoing,  the Common
                  Areas include any of the following  from time to time provided
                  by the Landlord:  the roof,  exterior weather walls,  exterior
                  and  interior  structural  elements  and bearing  walls in the
                  buildings and improvements  comprising the Development;  truck
                  courts;  driveways;  truck-ways;  delivery  passages;  package
                  pick-up stations;  loading docks and related areas; pedestrian
                  side-walks;   landscaped  and  planted  areas;  all  open  and
                  enclosed malls, courts and arcades; public seating and service
                  areas;  corridors;  bus kiosks,  if any,  roadways  and stops,
                  equipment,  furniture,  furnishings  and fixtures;  stairways,
                  ramps,  elevators  and  other  transportation   equipment  and
                  systems;  tenant  common  and  public  washrooms,  electrical,
                  telephone,  meter, valve,  mechanical,  mail, storage, service
                  and  janitor  rooms and  galleries;  music,  fire  prevention,
                  security and communications  systems;  general signs; columns;
                  pipes;  electrical,  plumbing,  drainage,  underground parking
                  lot,  pedway,   mechanical  and  all  other  installations  or
                  services  located  therein or  related  thereto as well as the
                  structures  housing same that are not for the exclusive use of
                  a tenant;


         (e)      "Development"   shall  mean  floors  main  through  3  of  the
                  development  plus all  Common  Areas,  located  on the Land on
                  Schedule "D" and such additions,  deletions,  alterations, and
                  improvements  as may be made  thereto from time to time by and
                  with the discretion of the Landlord;

         (f)      "Fiscal Year" means a period of twelve (12)  calendar  months,
                  commencing  January 1st annually unless  otherwise  changed by
                  the Landlord;


         (g)      "Hazardous  and Dangerous  Substances"  shall include and mean
                  any  contaminant,   pollutant,   dangerous  substance,   toxic
                  substance,  hazardous waste, flammable explosive,  radioactive
                  material, urea formaldehyde foam insulation,  asbestos, P.C.B.
                  and any other  substances or materials  declared or defined to
                  be  hazardous  or toxic  contaminants  in/or  pursuant  to any
                  applicable Federal, Provincial or municipal statute or by-law.

         (h)      "Land" shall mean the lands in the City of Edmonton  described
                  in Schedule  "D"  together  with any other land or interest in
                  land and any  easement  which may be  designated  from time to
                  time  by  the   Landlord  for  use  as  an  expansion  of  the
                  Development pursuant to Section 16.11 infra;

         (i)      "Landlord"  shall include the  Landlord,  its  successors  and
                  assigns and those in law for whom it is responsible;


         (j)      "Landlord's  Architect"  shall mean that architect or engineer
                  from time to time appointed by the Landlord;


         (k)      "Lease"  shall mean this lease as from time to time amended in
                  writing and agreed to by all parties hereto;


         (l)      "Leased  Premises" shall mean that portion of the Development
                  leased to the Tenant as referred to in Section 2.00 infra,  
                  the  boundaries of which are outlined in red on Schedule "A" 
                  annexed hereto,  having a Rentable Area of approximately  
                  twenty-eight thousand five hundred and eighty three  (28,583) 
                  square  feet and a  Useable  Area of approximately twenty-six
                  thousand  six hundred  and  twenty  four  (26,624) square feet
                  and  located  on all three (3) floors of the Development.  If 
                  the Leased Premises are entirely self-enclosed, the boundaries
                  of the Leased Premises  extend from the top surface of the  
                  structural  subfloor to the bottom surface of the structural  
                  ceiling.  If the Leased Premises have no ceiling  abutting the
                  demising walls,  but rather are open to the  ceiling  of the  
                  Development,  the  boundaries  of the Leased  Premises extend 
                  from the top surface of the  structural subfloor to the height
                  of the  demising  walls. The  boundaries  shown on Schedule  
                  "A"  exclude the  exterior  faces of all  adjoining  walls,
                  corridor walls and outside walls;


         (m)      "Lease  Year" shall mean a period of twelve  (12)  consecutive
                  calendar  months.  The first Lease Year shall  commence on the
                  Term Commencement Date if that date occurs on the first day of
                  a calendar month, but if it does not so occur, the first Lease
                  Year shall  commence  on the first day of the  calendar  month
                  next  following  the date of  commencement  of the Term.  Each
                  succeeding  Lease Year shall commence on the anniversary  date
                  of the first day of the first Lease Year;


         (n)      "Minimum Rent" shall mean the Rent specified in Section 4.00 
                  infra;


         (o)      "Operating   Costs"  shall  mean  all  costs   properly   
                  attributable   to  the   maintenance, cleaning,  repairs,   
                  replacement  and  such  costs  that  are  properly  
                  attributable  to  the Development  under generally  accepted  
                  accounting  principles,  including without limiting the
                  generality  of the  foregoing:  the cost of  interior  and  
                  exterior  landscaping;  the cost of exterior  window  
                  cleaning;   the  cost  of  snow  removal;   the  cost  of  
                  garbage  disposal; the  cost  of  repairing  damaged   
                  components  of  the  Development;   the  cost  of  heating,
                  ventilating and  air-conditioning  the Development;  the cost 
                  of providing warm and cold water; the cost of providing  
                  electricity  not otherwise  chargeable to tenants;  the cost 
                  of insuring the Development  with any form of insurance which 
                  the Landlord or any mortgagee of the Landlord reasonably  
                  requires  from time to time for insurable risks and in amounts
                  against which the Landlord  acting  prudently  would  insure;
                  the cost of telephone  and utilities not otherwise
                  chargeable  to tenants;  the cost of all  elevator  and  
                  escalator  maintenance  and  operating expenses;  the cost of 
                  onsite personnel,  including  salaries,  wages and fringe 
                  benefits;  the cost of  providing  security;  the cost of  
                  supplies  and  materials;  the cost of  non-capital repairs  
                  and  replacement  (except to the extent the same are paid by  
                  insurance);  the cost of third party legal fees including the 
                  lawyers'  disbursements on a solicitor and client basis to
                  the extent that such fees and disbursements relate to building
                  operational matters and are not recoverable from another 
                  tenant,  otherwise than pursuant to a clause  identical or 
                  similar to the within  clause;  depreciation  on the cost of  
                  improvements  determined  by the  Landlord's auditor to be  
                  properly  chargeable  to the capital  account  provided  that 
                  such  improvements reduce  or avoid  Operating  Costs or  
                  improve  the  safety  of the  users of the  Development;
                  property  management  fees as assessed by the owner  and/or  
                  agent  thereof;  the cost of third party accounting services 
                  and operational auditing fees.

                  In the event of any  dispute  by the  Tenant of the  amount of
                  such Operating  Costs,  an opinion of the Landlord's  auditors
                  shall be conclusive as to the amount thereof for any period to
                  which such opinion  relates.  "Operating  Costs" shall exclude
                  however,  interest on debt,  capital  retirement of debt,  the
                  cost of work done under  warranty  for which and to the extent
                  of any credit received by the Landlord;

         (p) "Proportionate Share" shall mean one hundred (100%) percent.


         (q)      "Rent" shall mean the  aggregate of the Minimum  Rent,  
                  New Minimum Rent and Additional Rent;


         (r)      "Rentable  Area"  shall mean the  Rentable  Area of the Leased
                  Premises as determined in accordance  with the standard method
                  for measuring floor area in office  buildings as sanctioned by
                  the  Building  Owners and Managers  Association  International
                  (BOMA) as of June 7th,  1996  (hereinafter  referred to as the
                  "BOMA  Standard");  provided  however  no  change  in the BOMA
                  Standard shall alter the within definition;


         (s)      "Stipulated  Rate of  Interest"  shall  mean the prime rate of
                  interest charged from time to time by The Royal Bank of Canada
                  at its head office in Canada to its most preferred  borrowers,
                  plus five percent (5%) per annum.


         (t)      "Taxes" shall mean all taxes,  rates,  duties,  charges,  
                  assessments,  impositions  and levies whatsoever,  including, 
                  without any limitation, local improvement taxes, school taxes,
                  Business Transfer Tax and capital taxes, any tax, duty, levy, 
                  assessment,  rate and charge in the nature of or similar to a 
                  value added tax, sales tax or goods and services tax, whether
                  extraordinary or ordinary or foreseen or  unforeseen,  and 
                  which may be imposed by any  federal,  provincial,
                  metropolitan or municipal  government,  agency,  or commission
                  or other lawful taxing authority against the  Development  or 
                  against any part thereof,including the Land and any buildings,
                  structures or  improvements  (including  without  limitation  
                  all  improvements,  equipment and fixtures of the Tenant) now 
                  or hereafter  levied  thereon and including any costs incurred
                  by the Landlord in the event it contests or appeals the same.
                  "Taxes"  shall also include any and all taxes,  rates, duties,
                  charges,  assessments,  impositions or levies, whether within 
                  the contemplation  of the  parties or not,  which may be 
                  imposed in addition to or in lieu of Taxes as hereinbefore  
                  defined.  "Taxes" shall not include any income,  profits or
                  excess profits tax assessed upon the Landlord nor any tax 
                  assessed upon the Tenant pursuant to Section 9.03 infra;


         (u)      "Term"  shall mean the term of this Lease as  specified  in 
                  Section 3.00 infra;


         (v)      "Useable  Area"  shall  mean the  Useable  Area of the  Leased
                  Premises as defined and determined in accordance with the BOMA
                  Standard;  provided  however,  no change in the BOMA  Standard
                  shall alter the within definition.

         (w)     "Offer to Lease" shall mean that  certain  Offer to Lease dated
                 the 17th day of July,  1997 between the Landlord and the Tenant
                 in respect of the Leased Premises,  a copy of which is attached
                 hereto as Schedule "E".


                                ARTICLE II DEMISE

2.00              Demise

                  The  Landlord  hereby  demises  unto the Tenant and the Tenant
hereby  leases from the Landlord  the Leased  Premises for the Term and upon and
subject to the covenants, conditions and agreements herein expressed.


                              ARTICLE III HABENDUM

3.00              Term

TO HAVE AND TO HOLD the Leased  Premises for and during a term of five (5) years
(the  "Term"),  to be  computed  from the 1st day of  January,  1998 (the  "Term
Commencement  Date") or one hundred and five (105) days after  execution of this
Lease by the Tenant, whichever occurs later.


3.01              Holding Over

                  If at the  expiration  of the  Term  or  Renewal  Term  or the
earlier  termination  of the Lease the Tenant shall remain in  possession of the
Leased  Premises  with or without  the consent of the  Landlord  and without any
further written agreement,  the Tenant shall be a tenant from month to month and
no other tenancy shall be created by implication of law or otherwise. Under such
circumstances,  the Tenant  covenants  to pay a minimum  rent (the "New  Minimum
Rent")  monthly in advance at the monthly rate of  one-eleventh  (1/11th) of the
Annual  Minimum  Rent  paid  during  that  Lease  Year in  effect  on  that  day
immediately  preceding the date of  termination,  plus  Additional  Rent and the
Tenant  further  covenants  to  otherwise  remain  subject to the same terms and
conditions as herein contained,  (except any provision for renewal) and nothing,
including the  acceptance of any New Minimum Rent by the Landlord,  shall extend
this Lease except through a specific  agreement in writing  between the Landlord
and the Tenant.  The Tenant hereby  authorizes  the Landlord to apply any monies
received  from the Tenant in payment of the New Minimum  Rent.  In the event the
Landlord  and Tenant  enter into an  extension  of the  existing  Lease or a new
lease,  all amounts  paid as New Minimum Rent shall be applied  against  amounts
first becoming due under the extended or new lease.


                                 ARTICLE IV RENT

4.00              Minimum Rent

                  YIELDING AND PAYING  THEREFOR unto the  Landlord,  without any
deduction,  abatement,  set-off or diminution  whatsoever an Annual Minimum Rent
(the "Minimum  Rent"),  payable in equal  consecutive  monthly  installments  in
lawful  money of Canada,  in advance  punctually  on the first day of each month
throughout  the Term,  (except for the first payment of Minimum Rent which shall
be paid on the Term  Commencement  Date  and  adjusted  on a per  diem  basis to
reflect any  occupancy  for a part month).  The Minimum  Rent for the  following
various periods of the Term is based on a Rentable Area of twenty-eight thousand
five hundred and eighty three (28,583) square feet and an amount per square foot
of Rentable Area of the Leased Premises as follows:




                       Minimum Rent Per
Rent                   Sq. Ft. of Rent-       Monthly            Total Minimum
Period                 able Area              Installments       for the Period


1st Lease Year          $2.43 per annum       $5,788.06            $69,456.72

2nd Lease Year          $2.93 per annum       $6,979.02            $83,748.24

3rd Lease Year          $3.43 per annum       $8,169.97            $98,039.64

4th Lease Year          $3.93 per annum       $9,360.93           $112,331.16

5th Lease Year          $4.43 per annum      $10,551.89           $126,622.68




4.01              Additional Rent

                  AND FURTHER  YIELDING AND PAYING to the  Landlord,  yearly and
every year during the Term as additional rent (the  "Additional  Rent") for each
Fiscal Year or portion thereof, the aggregate of:

         (a)      The amount of any Taxes payable by the Tenant to the Landlord 
                  pursuant to Article IX infra;

         (b)      The amount of any payments required to be made to the Landlord
                  on account  of the cost of  utilities  supplied  to the Leased
                  Premises together with the cost of lamp and bulb replacements,
                  as determined pursuant to Section 6.03 infra;

         (c)      The Tenant's Proportionate Share of the Operating Costs;

         (d)      The cost of providing  caretaking and cleaning services to the
                  Leased Premises pursuant to Section 6.02(b) infra; and

         (e)      Any  other  sums of money  required  to be paid by the  Tenant
                  under this Lease,  save and except only  Minimum  Rent and New
                  Minimum Rent.

4.02              Payment of Additional Rent

                  The Additional Rent specified in Section 4.01 supra,  shall be
paid without  set-off or diminution  and adjusted with  reference to each Fiscal
year. After the Term Commencement  Date, the Landlord shall advise the Tenant in
writing of its estimate of the Additional Rent attributable to the Tenant during
the then current Fiscal Year or remaining  portion  thereof,  which  calculation
commences upon the Term Commencement Date. On or before the Commencement of each
succeeding  Fiscal Year,  the Landlord shall advise the Tenant in writing of its
estimate  of the  Additional  Rent for  such  Fiscal  Year or a  broken  portion
thereof.  Such  estimate  shall be a  reasonable  estimate  and  based  wherever
possible upon previous operating expenses.  The Additional Rent shall be paid in
equal monthly  installments  in advance on the first day of each and every month
during the Term,  based on the  Landlord's  estimate as aforesaid.  From time to
time the  Landlord  may  re-estimate,  on a  reasonable  basis,  the  amount  of
Additional  Rent for any  Fiscal  Year or  portion  thereof,  in which  case the
Landlord  shall advise the Tenant in writing of such  re-estimate  and establish
new equal monthly  installments for the remaining balance of such Fiscal year or
broken portion thereof such that, after giving credit for the installments  paid
by the  Tenant on the  basis of the  previous  estimate  or  estimates,  all the
Additional Rent will have been paid during such Fiscal Year or portion  thereof.
Within one  hundred  and eighty  (180) days after the end of each Fiscal Year or
portion  thereof (or with  respect to any  component  of  Additional  Rent which
cannot be computed  within such one hundred an eighty  (180) day period,  within
thirty (30) days after the Landlord has  received the  information  necessary to
compute such  component of Additional  Rent),  the Landlord  shall submit to the
Tenant a detailed  statement (to be prepared by a certified  accountant or other
independent qualified financial person) of the actual Additional Rent payable in
respect of such Fiscal Year or portion  thereof and a calculation of that amount
(the "Excess  Amount"),  by which the Additional Rent paid by the Tenant exceeds
or falls  short of the  Additional  Rent  payable by the Tenant for such  Fiscal
Year.

                  Within  thirty (30) days after the  receipt of such  statement
the Tenant shall pay to the Landlord the Excess Amount if the amount is owing to
the Landlord or, the Landlord  shall credit to the Tenant an amount equal to the
Excess Amount, if applicable. In the event the Tenant disputes the amount of the
Additional  Rent payable by the Tenant,  the opinion of the Landlord's  auditors
shall be  conclusive  as to the  amount  thereof  for any  period to which  such
opinion relates.

4.03              Accrual of Rent

                  "Rent"  shall  be  considered  as  accruing  from  day  to day
hereunder  and where it is  necessary  to  calculate  such Rent for an irregular
period of less than one year or less than one  calendar  month,  an  appropriate
apportionment and adjustment shall be made.

                  Where the  calculation  of Rent cannot be made until after the
termination  of this Lease,  the obligation of the Tenant to pay this Rent shall
survive the  termination  hereof and such amount  shall be payable by the Tenant
upon demand by the Landlord.

4.04              Place of Rent Payment

         (a)      All Rent hereunder  shall be payable in lawful money of Canada
                  and  shall  be paid to the  Landlord  or to that  party as the
                  Landlord  may direct from time to time.  The  Landlord  hereby
                  authorizes and directs the Tenant to pay the Rent to:


                   Brookfield Management Services Western Ltd.
                            #200, 10130 - 103 Street
                                Edmonton, Alberta
                                     T5J 3N9


4.05              Net Lease

                  The Tenant  acknowledges  and agrees that it is intended  that
this Lease shall be a net lease for the Landlord and that the Landlord shall not
be responsible  during the Term except as set out herein,  for any cost, charge,
expense or outlay of any  nature  whatsoever  arising  from or  relating  to the
Leased  Premises,  the  Development,  impositions,  costs and  expenses of every
nature and kind  relating  to the Leased  Premises  whether or not  specifically
provided herein.

4.06              Deposit

                  The Landlord  acknowledges  and agrees having received the sum
of seventy thousand and eighty-seven dollars and ninety ($70,087.90) cents to be
applied  towards the Minimum Rent,  estimated  Tenant's share of Operating Costs
including G.S.T. and repayment of Leasehold Improvement Allowance first accruing
due under the Lease.  The Tenant  acknowledges  and agrees that in the event the
Tenant is in default of any of the terms and covenants to be performed hereunder
by the  Tenant,  the  Landlord  shall be at liberty to apply the  Deposit or any
portion  thereof  to  cure  such  default.  The  Deposit  shall  be  held by the
Landlord's  leasing  agent in an interest  bearing  account with  interest to be
credited to the Tenant and applied along with the Deposit.

4.07              Delay in Occupancy

         (a)      If any delay occurs in the completion of the  Landlord's  Work
                  so that the  Tenant's  Work is not  completed on or before the
                  Term Commencement Date, then the payment of Rent by the Tenant
                  shall abate for a period equal to the delay in the  completion
                  of the Tenant's Work caused by the delay in the  completion of
                  the Landlord's Work (but only to the extent such delay was not
                  caused or contributed to by any act or omission of the Tenant,
                  or its agents,  servants or employees).  The abatement of Rent
                  shall be accepted by the Tenant as full  compensation for this
                  delay and  without  any  further  right of  damages,  costs or
                  expenses.

         (b)      Subject to Section 4.07(a),  if the Tenant does not occupy the
                  Leased  Premises and carry on its  permitted use within thirty
                  (30) days after the Term Commencement Date, in addition to any
                  other remedy contained herein, the Landlord may terminate this
                  Lease.


                           ARTICLE V GENERAL COVENANTS


5.00              Landlord's General Covenants

                  The Landlord covenants with the Tenant:

         (a)      for quiet enjoyment

5.01              Tenant's General Covenants

                  The Tenant covenants with the Landlord:

         (a)      to pay Rent; and

         (b) to observe and perform all the  covenants  and  obligations  of the
             Tenant herein.


                     ARTICLE VI DEVELOPMENT SERVICES, COMMON
                           AREA UTILITIES AND EXPENSES

6.00              Heating, Ventilating and Air-Conditioning

                  The  Landlord  covenants  that it will  operate as  reasonably
necessary heating,  ventilating and air-conditioning  equipment and systems (the
"HVAC")  serving the Leased  Premises.  In the event that the HVAC is damaged or
destroyed  and in the  opinion  of the  Landlord  requires  repair,  inspection,
overhauling  or  replacement,  the  Landlord  shall carry out this work with all
reasonable  speed.  The Landlord shall not be responsible for the failure of the
HVAC to perform its function if such failure shall result from any rearrangement
of partitioning in the Leased Premises or changes or alterations thereto, or the
failure on the part of the Tenant to shade windows which are exposed to the sun,
or from any use of  electrical  power by the Tenant in excess of three (3) watts
per square foot of Useable Area and provided further that the Landlord shall not
be liable for direct,  indirect or  consequential  damage or damage for personal
discomfort  or  illness  of the  Tenant,  or its  clerks,  servants,  employees,
invitees, clients, customers or other persons or damage to the Tenant's property
by reason of the  operation  or  non-operation  of the HVAC,  nor shall the Rent
abate  during any such  non-operation.  The  Tenant's  interior  office  layout,
submitted to the Landlord for approval pursuant to Section 7.04 infra,  shall be
modified  by  the  Tenant  if  necessary,  in  accordance  with  the  reasonable
requirements of the Landlords engineers in order to secure maximum efficiency of
the HVAC  serving the Leased  Premises.  The Tenant  covenants to keep all vents
serving the HVAC within the Leased  Premises free and clear of all  obstructions
and objects.  The Tenant  acknowledges  that it may take up to one (1) year from
the Term Commencement Date to balance properly the HVAC.

6.01              Common Areas

         (a)      Subject to the rules and regulations  hereinafter  mentioned,
                  the Landlord  covenants to allow the  Tenant,  in common  with
                  other  tenants of the Office section,and its or their  agents,
                  clerks,  servants and all other persons  seeking communication
                  with it or them,  the free use during  Business  Hours of the 
                  Common  Areas. The  Landlord  covenants  to operate, maintain,
                  clean,  light,  heat,  ventilate  and  air-condition  the  
                  Common  Areas  as may be  reasonably necessary  having regard
                  to the age, nature, location and character of the Development.
                  It is agreed that the Tenant and all other  persons  hereby 
                  permitted to use such Common Areas shall do so at their  sole
                  risk and  under no circumstance  shall the Landlord  be liable
                  for any damages or injury resulting to any persons or property
                  within such Common Areas, or occasioned to any person or 
                  property by the use of the  elevator,  or any of its  
                  appurtenances  except as may result from the  negligence  of 
                  the  Landlord,  its  agents,  servants  or  employees.  The
                  Landlord  shall  maintain,  repair  and/or  replace the 
                  elevators in the  Development  whenever required in the 
                  reasonable  opinion of the Landlord.  The Tenant  acknowledges
                  that there shall be no  liability  on the  Landlord  for any
                  claim in respect of any failure by the  Landlord to provide  
                  elevator  service  during any power  failure or other cause  
                  beyond the control of the Landlord,  nor by reason of the 
                  carrying out of any repair,  maintenance or replacement of the
                  elevators or escalator, nor shall there be any abatement or 
                  reduction in the Rent;

         (b)      The  Common  Areas  shall  at  all  times  be  subject  to the
                  exclusive control and management of the Landlord. The Landlord
                  shall be entitled to construct,  alter, maintain,  operate and
                  police the same;  to close a portion of same  temporarily  for
                  the  purposes  of  maintenance  and repair or to  prevent  the
                  acquisition of public or private  rights-of-way  or easements;
                  to employ all personnel and to make all rules and  regulations
                  pertaining  to and  necessary  for the  proper  operation  and
                  maintenance  thereof;  and to do and  perform  such other acts
                  therein  and  with  respect  thereto  as  the  Landlord  shall
                  determine all without any abatement of Rent.

6.02              Caretaking

         (a)      The  Landlord  covenants  to  cause,  from time to time and in
                  accordance   with  normal   office   cleaning   standards  and
                  intervals,  the floors of the Leased Premises to be swept, the
                  interior  surface of the exterior  windows to be cleaned,  the
                  desks,  tables,  other furniture any broadloom to be vacuumed.
                  Any  additional  cleaning  of the  Leased  Premises  shall  be
                  performed   by  the   Tenant  at  its   expense.   The  Tenant
                  acknowledges  that  the  Landlord  will be  relieved  from the
                  foregoing  obligation  in  respect  to any part of the  Leased
                  Premises to which  access is not granted nor  available to the
                  person or persons employed or retained to perform such work;

         (b)      The  Tenant  covenants  to pay to the  Landlord  the  cost  of
                  providing the  caretaking and cleaning  services  mentioned in
                  Section 6.02(a). The Landlord,  acting reasonably,  shall make
                  an allocation of that portion of such cost which is reasonably
                  attributable to the Leased Premises if such cost relates to an
                  area  larger  than the  Leased  Premises.  In the event of any
                  dispute by the  Tenant of the amount of this cost,  an opinion
                  of the  Landlord's  auditors  shall  be  conclusive  as to the
                  amount thereof for any period to which such opinion relates.


6.03              Electricity, Replacement of Lamps, Utilities and Services
                  ---------------------------------------------------------

                  The  Landlord  shall,  subject  to  interruptions  beyond  its
control,  permit the Tenant to have  access to and to use the  utility  services
(including  electricity  and water) serving the  Development,  provided that the
Tenant does not overload the capacity of any of the said  utilities and provided
that the Tenant pays all costs and expenses  resulting  therefrom  including the
cost of every utility consumed in or by the Leased Premises.


                ARTICLE VII USE AND OCCUPANCY OF LEASED PREMISES

7.00              Use of Leased Premises

                  The Leased Premises shall be used continuously during the Term
for general purposes  relating to general office space, data centre or other use
permitted  under municipal  by-laws.  The Tenant and those in law for whom it is
responsible  shall not carry on nor  permit to be  carried  on/in,  or about the
Leased Premises any other trade business or prohibited  activities which include
manufacturing,  transportation,  storage or disposal of any hazardous  substance
except in strict compliance with all applicable laws,  by-laws,  and regulations
and with the  prior  written  consent  of the  Landlord,  which  request  may be
withheld if the financial interest, physical assets or safety of the inhabitants
and or visitors  appears to be or is threatened to be at risk from such activity
in the opinion of the Landlord or its agents.

7.01              Occupancy of Leased Premises

                  The Tenant shall examine the Leased  Premises and the Tenant's
taking of possession  shall be conclusive  that at the time thereof,  the Leased
Premises were fully complete,  in good order and in a condition  satisfactory to
the Tenant.

7.02              Nuisance

                  In the  Development the Tenant shall not carry on any business
nor do or  suffer  any  act  or  thing  which  in the  opinion  of the  Landlord
constitutes  a  nuisance  or would  result  in a  nuisance,  or  which  would be
offensive or an annoyance to the Landlord or to the other tenants  occupying the
Development,  nor do or suffer any waste or damage,  disfiguration  or injury to
the Leased Premises, nor permit or suffer any overloading of the floors.

7.03              Compliance with Laws

          (a)  The  Tenant  will  promptly   comply  with  and  conform  to  the
          requirements of every  applicable law, by-law,  regulation,  ordinance
          and  order at any time or from time to time in force  during  the Term
          affecting the Leased  Premises or the  machinery,  equipment and other
          facilities located in the Leased Premises. The Tenant will not use the
          Leased Premises, whether within the use hereinbefore permitted or not,
          which would or may impose upon the Landlord any  obligation to modify,
          extend,  alter or replace any part of the Leased  Premises  nor any of
          the  machinery,  equipment or other  facilities  located in the Leased
          Premises,  except  where  previously  agreed  to by  the  Landlord  in
          writing.  In the event that the Tenant  shall at any time or from time
          to time  without  the prior  written  consent of the  Landlord,  do or
          permit to be done or omit to do any act or thing which could result in
          any such obligation being imposed upon the Landlord,  the Landlord may
          at its  option  either  do or cause to be done the  necessary  work in
          order to comply with such obligation at the expense of the Tenant,  or
          forthwith by notice in writing to the Tenant, terminate this Lease. In
          the event that the  Landlord  undertakes  any of this  work,  the cost
          thereof plus an administrative charge of fifteen percent (15%) of such
          cost shall be payable by the  Tenant to the  Landlord  forthwith  upon
          demand as  Additional  Rent. In the event of the  termination  of this
          Lease  pursuant to the provisions of this Section 7.03, in addition to
          its other obligations  hereunder on termination,  the Tenant shall pay
          Rent to the date of surrender of possession,  as well as reimburse the
          Landlord  for any cost or  penalty  for which the  Landlord  is liable
          under  any  statute,  law,  by-law,  regulation,  ordinance,  order or
          requirement;

7.04              Improvements, Alterations, Fixtures

          (a) Save and except for the Leasehold  Improvements  and Base Building
          Modifications  contemplated by Sections 5 and 6 of Schedule "B"; it is
          agreed that the Tenant will not,  without the prior written consent of
          the Landlord,  not to be unreasonably withheld or delayed, make, erect
          or  install  any  partition,  leasehold  improvement,  alteration,  or
          fixture (including trade fixtures) in or about the Leased Premises. If
          the Tenant  desires  to make,  erect or  install  any such  partition,
          leasehold improvement, alteration or fixture, the Tenant shall, at the
          time of its application for the Landlords consent, inform the Landlord
          and furnish plans and  specifications  of the necessary work. Any work
          by the  Tenant  shall  be  performed  expeditiously  and in a good and
          workmanlike  manner by competent  workmen who hold  compatible  labour
          affiliations to workmen  employed by the Landlord and its contractors,
          in  accordance  with the  approved  plans  and  specifications  and in
          accordance  with all regulatory  authorities.  The Tenant shall in the
          performance  of its work ensure the  progress and  completion  thereof
          without undue delay.  The Tenant shall  promptly on the  completion of
          any  improvement  or  alteration  provide  the  Landlord  with two (2)
          complete  sets of "as-built"  drawings for same.  The Tenant shall not
          mortgage or otherwise encumber its leasehold improvements;

          In the event any alteration, addition, improvement or installation has
          been made without the written  consent of the  Landlord,  the Landlord
          may  require  the Tenant to restore  the  Leased  Premises  to such an
          extent as the Landlord deems expedient.

         (b)      Upon the expiration or other  termination  of this Lease,  all
                  alterations,  additions  or  improvements  which may have been
                  made or  installed  by the Tenant  upon the  Leased  Premises,
                  (whether with or without the Landlord's consent) and which are
                  attached  to  the  floors,   walls,  or  ceilings   (including
                  carpeting  and  light  fixtures),  shall  remain  upon  and be
                  surrendered with the Leased Premises as a part thereof without
                  disturbance, molestation or injury and shall be and become the
                  absolute property of the Landlord;

         (c)       Deleted

          (d)  Notwithstanding  Section  7.04(b)  supra,  but subject to Section
          7.04(c)  supra,  and  provided  the  Tenant  has  paid the  Rent,  and
          performed  and  observed  all  the  covenants  and  conditions  herein
          contained,  the  Tenant  shall  at  the  expiration  or  other  sooner
          termination of this Lease have the right to remove its trade fixtures,
          but shall make good the damage  caused to the Leased  Premises and the
          Development  which may  result  from  such  installation  and  removal
          including the restoration of the Leased Premises to the same condition
          that  they  were  in  before  any  partition,  leasehold  improvement,
          alteration or fixture was made, erected or installed,  such work to be
          done by or at the direction of the Landlord.

7.05              Insurance

         (a)      The Tenant shall throughout the Term and during any other time
                  the Tenant occupies the Leased Premises or a part thereof,  at
                  its sole cost and expense, take out and keep in full force and
                  effect, the following insurance:

          (i) "all risks"  insurance upon property of every kind and description
          owned by the  Tenant,  or for which the Tenant is legally  liable,  or
          installed  by or on behalf of the Tenant  and which is located  within
          the  Development   including,   without  limitation,   stock-in-trade,
          furniture,   fittings,    installations,    alterations,    additions,
          partitions,  fixtures, plateglass, Tenant's improvements and all parts
          of the Leased Premises which the Tenant is obligated to keep in repair
          under Article 8 infra, in an amount not less than the full replacement
          cost thereof.  If there is a dispute as to the amount which  comprises
          full  replacement  cost, the decision of the Landlord or its mortgagee
          shall be conclusive. This policy shall also contain flood, seepage and
          sewer back-up coverage;

          (ii) when applicable,  broad form  comprehensive  boiler and machinery
          insurance on a blanket  repair and  replacement  basis with limits for
          each accident in an amount not less than the full  replacement cost of
          the  property  out-lined  in  7.05(a)  (i) supra  and of all  boilers,
          pressure vessels, HVAC and miscellaneous  electrical apparatus,  owned
          or operated by the Tenant or by others  (other than the  Landlord)  on
          behalf of the Tenant in the Leased premises, or relating to or serving
          the Leased Premises;

          (iii) public  liability and property  damage  insurance as required by
          Section 7.05(b) infra;

          (iv) "all risks" Tenant's legal  liability  insurance in an amount not
          less than the full replacement cost of the Leased Premises;

          (v) standard  owner's form automobile  policy  providing not less than
          third party liability  insurance with $2,000,000  inclusive limits and
          accident  benefits  coverage  where  compulsory  by law,  covering all
          licensed vehicles owned or operated by or on behalf of the Tenant;

          (vi) "all risks" business  interruption  insurance in a form and in an
          amount acceptable to the Landlord;

          (vii) rental income insurance for a period of not less than 12 months;
          and

          (viii)  any other form of  insurance  as the  Tenant or  Landlord  may
          reasonably  require  from  time to time in form,  in  amounts  and for
          insurance   risks  against  which  a  prudent   tenant  under  similar
          circumstances would insure;

          (b) Further to Section 7.05(a) (iii) supra,  the Tenant shall take out
          and  keep in full  force  throughout  the Term  comprehensive  general
          liability  insurance  including  but not  limited to  personal  injury
          liability,  contractual  liability,  contingent  employer's liability,
          non-owned automobile liability and owners and contractors'  protective
          insurance  coverage  with  respect  to the  Leased  Premises  and  the
          Tenant's  use of the  Development.  This  coverage  shall  include the
          activities and operations conducted by the Tenant and any other person
          on the  Leased  Premises  and by  the  Tenant  and  any  other  person
          performing  work on behalf of the Tenant and those for whom the Tenant
          is in law  responsible.  Such policies shall be written with inclusive
          limits  of not less than  $2,000,000.  For each  occurrence  involving
          bodily injury,  death or property  damage or for such higher limits as
          the Landlord may reasonably require from time to time;

          (c) Each insurance policy referred to in 7.05(a) and (b) supra,  shall
          name the Landlord and any person,  firm or  corporation  designated by
          the Landlord as additional named insureds as their interest may appear
          and such policies will contain where appropriate;

          (i)  the  standard  mortgage  clause  that  may  be  required  by  the
          Landlord's mortgagee;

          (ii) a waiver of any  subrogation  rights which the Tenant's  insurers
          may have against the Landlord;

          (iii) a severability of interests clause or a cross liability clause;

          (iv) waiver in favour of the Landlord and its  mortgagee of any breach
          of warranty clause such that the insurance  policies in question shall
          not be invalidated  with respect to their  interest,  by reason of any
          breach or violation of any warranty,  representation,  declaration  or
          condition contained in the policies; and

          (v) a  clause  stating  that the  Tenant's  insurance  policy  will be
          considered   as  the  primary   insurance  and  shall  not  call  into
          contribution  any  other  insurance  that  may  be  available  to  the
          Landlord;

          (d) All policies  shall be taken out with  insurers  acceptable to the
          Landlord and shall be in a form  satisfactory from time to time to the
          Landlord.  The Tenant agrees that certificates of insurance acceptable
          to the  Landlord  or if required  by the  Landlord  or its  mortgagee,
          certified copies of each such insurance  policy,  will be delivered to
          the Landlord as soon as practicable  after the placing of the required
          insurance.  All policies  shall contain an undertaking by the insurers
          to notify the Landlord and its  mortgagee in writing,  of any material
          change,  cancellation  or  termination of any provision of any policy,
          not  less  than  thirty  (30)  days  prior  to  the  material  change,
          cancellation  or termination  thereof.  The Tenant also agrees that if
          the Tenant  fails to take out or keep in force any policy of insurance
          referred to in Sections  7.05(a) or (b) supra, the Landlord shall have
          the right but not the  obligation to pay the premium and in that event
          the  Tenant  will  repay to the  Landlord  the  amount  so paid as the
          premium plus fifteen percent (15%) for overhead  forthwith upon demand
          as Additional Rent;

          The  acquisition  and  maintenance  by the  Tenant  of  the  insurance
          policies as required pursuant to Sections 7.05(a) and (b) supra, shall
          in no manner  whatsoever limit or restrict the liability of the Tenant
          under this Lease.

          (e) The  Landlord  will  take out and keep in full  force  and  effect
          throughout  the Term,  with  responsible  insurance  companies  and in
          amounts that would be carried by a prudent owner, the following:

                  (i)      "all risks"  insurance and where  applicable,  boiler
                           and  machinery  insurance,  on the real and  personal
                           property of the Landlord comprising and incidental to
                           the  Development  but   specifically   excluding  any
                           property  with  respect to which the Tenant and other
                           tenants are  obligated to insure  pursuant to Section
                           7.05(a)   supra,   or  similar   sections   in  their
                           respective leases;

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

                  (iii)    such other forms of  insurance as the Landlord or its
                           mortgagee may reasonably consider advisable from time
                           to time.

                  The  Tenant  agrees  that the cost of this  insurance  will be
                  included in Operating  Costs,  but subject to the deduction of
                  any amount  recovered by the Landlord  under the provisions of
                  Section 7.05(e) infra.

                  Notwithstanding  any contribution by the Tenant to the cost of
                  insurance  premiums provided herein,  the Tenant  acknowledges
                  and agrees that no insurable  interest is  conferred  upon the
                  Tenant under any policies of insurance carried by the Landlord
                  and the  Tenant has no right to receive  any  proceeds  of any
                  such insurance policies carried by the Landlord.

          (f) The  Tenant  agrees  that it will not keep nor  suffer  to be kept
          anything,  or use,  sell or offer for sale any article or  merchandise
          in,  upon,  or about the Leased  Premises  that may  contravene  or be
          prohibited by any of the Landlord's insurance policies with respect to
          any part of  Development  or which  will  prevent  the  Landlord  from
          procuring   insurance  policies  with  companies   acceptable  to  the
          Landlord.  If the  occupancy  of the Leased  Premises,  the conduct of
          business in the Leased Premises,  or any act or omission of the Tenant
          in the Leased Premises or any other portion of Development,  causes or
          results  in any  increase  in  premiums  for  any  of  the  Landlord's
          insurance  policies,  the Tenant  shall pay the  premium  increase  as
          Additional  Rent  forthwith  upon the  rendering by the Landlord of an
          invoice for the additional  premium.  In determining whether increased
          premiums are the result of the Tenant's use of the Leased  Premises or
          any  other  portion  of the  Development,  a  statement  issued by the
          organization  establishing  the insurance rate on the Development will
          be conclusive  evidence of the items and changes which  constitute the
          increased premium;

          (g) If any insurance  policy on the Development or any part thereof is
          cancelled or threatened by the insurer to be cancelled or the coverage
          thereunder  reduced or  threatened  to be reduced by the  insurer,  by
          reason of the use of  occupancy  of the  Leased  Premises  or any part
          thereof by the Tenant or by any  assignee or  subtenant of the Tenant,
          or by anyone  permitted  by the Tenant to be upon the Leased  Premises
          and if the Tenant  fails to remedy the  condition  giving rise to this
          cancellation,   threatened  cancellation,   reduction,  or  threatened
          reduction  of coverage  within  twenty-four  (24) hours  after  notice
          thereof by the Landlord,  the Landlord may, at its option, and without
          liability to the Tenant, either:

          (i)  re-enter  the  Leased   Premises   forthwith  and  thereupon  the
          provisions of Article 14 will apply or

          (ii) enter the Leased Premises and remedy the condition giving rise to
          the cancellation or reduction or threatened  cancellation or reduction
          and the Tenant will pay to the  Landlord the cost thereof on demand as
          Additional Rent, plus an administration charge of 15% of such cost.

          The Tenant  agrees that the Landlord  will not be liable for damage or
          injury  caused to  property  of the  Tenant or others  located  on the
          Leased  premises as a result of the entry or a breach of any  covenant
          for quiet enjoyment contained in this Lease;

          (h) The Tenant will  indemnify  the Landlord and save it harmless from
          and against  any and all claims,  actions,  damages,  liabilities  and
          expenses including lawyer's and other professional fees, in connection
          with loss of life,  personal  injury,  damage to property,  and/or any
          other loss or injury  whatsoever  arising from or out of the occupancy
          or use by the  Tenant of the  Leased  Premises  or any  other  part of
          Development occasioned wholly or in part by any act or omission of the
          Tenant,  its  officers,  agents  contractors,  employees,  sublessees,
          licensees,  concessionaires or by anyone permitted by the Tenant to be
          in the  Development or the Leased  Premises.  The Tenant will also pay
          all costs,  expenses  and legal fees on a solicitor  and client  basis
          incurred by the Landlord in enforcing the covenants and  agreements in
          this Lease.  This Section 7.05(h) shall survive the termination of the
          Lease.

7.06              Rules and Regulations

                  The Tenant  covenants to comply with the rules and regulations
annexed hereto and marked  Schedule "C", and to cause such rules and regulations
to be  observed  and  performed  by  everyone  for  whom  the  Tenant  is in law
responsible. The Landlord shall have the right from time to time and at any time
during  the  Term to  make  any and all  reasonable  amendments,  deletions  and
additions  to such  rules  and  regulations,  including  rules  and  regulations
relating to the use of the Common Areas.  Such rules and  regulations,  together
with all  reasonable  amendments,  deletions and  additions  made thereto by the
Landlord and of which notice has been given to the Tenant, shall be read as part
of this Lease and shall be observed,  performed and complied with throughout the
Term in the same manner as all of the other conditions,  provisions,  agreements
and obligations herein contained.

7.07              Deleted


7.08              Heavy Objects

                  The Tenant will not bring upon the Leased Premises articles or
fixtures  which,  because  of  their  size  shall  load  any  floor  beyond  its
weight-carrying capacity as determined by the Landlord. No safe or heavy article
or any item that might  injure or destroy any part of the  Development  shall be
brought into the Development without the consent of the Landlord,  which consent
may not be unreasonably  withheld and the Landlord shall in all cases retain the
power to  prescribe  the weight and  indicate the place where the said item will
stand.  If any damage is caused to the  Development by any article  brought into
the  Development by or on behalf of the Tenant,  the Tenant shall forthwith upon
demand, pay to the Landlord as Additional Rent, the Landlord's cost of repairing
the damage plus an administrative  charge equal to fifteen percent (15%) of such
cost.

7.09              Hazardous and Dangerous Substances

                  No  hazardous,  dangerous  or  explosive  material or products
shall be brought into, kept on, disposed of, in the Development, Leased Premises
or Common  Areas by the  Tenant or those in law for whom it is  responsible.  In
addition,  the Tenant shall be  responsible  at its expense for the clean up and
removal and/or  decontamination  of the affected areas or fixtures caused by any
hazardous  and  dangerous  substance,  at the  request  of the  Landlord  and/or
Governmental Authority.

7.10              No Defacing

                  Subject  to  the  Leasehold  Improvements  and  Base  Building
Modifications, the Tenant shall not drill into, nor in any way deface the walls,
ceilings, partitions, floors, wood, stone or ironwork within the Leased Premises
without the prior  written  consent of the  Landlord,  which  consent may not be
unreasonably withheld.  Boring, cutting or stringing of wires or pipes shall not
be done  except with the prior  written  consent of the  Landlord  and as it may
direct. In the event of any violation of the provisions hereof, the Landlord may
in  addition  to any other  remedy it has  hereunder,  repair the damage and the
Tenant  shall  pay the cost  thereof  plus an  administrative  charge  of twenty
percent (20%) of such cost to the Landlord,  forthwith upon demand as Additional
Rent.

7.11              Additional Services

                  The cost of Additional Service provided to the Tenant shall be
paid to the Landlord  upon the Tenant  receiving  invoices  for such  additional
service.  "Additional Service" means any service and/or supervision requested by
the Tenant and supplied by the Landlord and not otherwise  provided as a regular
service under this Lease. By way of example,  Additional  Service includes;  the
steam cleaning of carpets, moving furniture and making repairs or alterations to
the Tenant's  leasehold  improvements.  The amount  charged to the Tenant for an
Additional  Service shall  include all direct costs  incurred by or on behalf of
the Landlord in rendering the Additional  Service plus fifteen  percent (15%) of
the aforementioned cost to cover the Landlord's overhead. The amount payable for
Additional Service shall be paid as Additional Rent forthwith upon demand.

                              ARTICLE VIII REPAIRS

8.00              Tenant's Repairs

                  The Tenant  covenants to  maintain,  repair and keep tidy to a
first class  condition  the Leased  Premises  (including  without  limiting  the
generality of the foregoing, replacing damaged glass, repairing damage caused by
trespassers and repairing  plumbing in the Leased Premises) as determined by the
Landlord. The Tenant shall take all preventative measures and obey all operating
instructions of the Landlord  relative  thereto and shall not permit waste.  The
Tenant shall make all repairs and maintenance  (including  periodic painting and
decoration) with all due diligence.

                  Subject to the foregoing, the Landlord covenants and agrees to
operate and maintain the  Development  as would a prudent owner having regard to
the quality, size and location of the Development.

8.01              Maintenance by Tenant

          (a) The  Tenant  covenants  that the  Landlord  may enter  the  Leased
          Premises upon  twenty-four  (24) hours written notice to determine the
          condition of the Leased Premises. The Tenant will forthwith repair any
          damage or  undertake  that  maintenance  required,  as directed by the
          Landlord.  In the  event  the  Tenant  fails to make  such  repair  or
          maintenance,  or  repair  or  maintain  to  the  satisfaction  of  the
          Landlord,  the  Landlord on not less than five (5) days' notice to the
          Tenant or, in the event of an emergency  forthwith without notice, may
          make the repairs or perform the maintenance  without  liability to the
          Tenant  for  any  loss  or  damage  that  may  occur  to the  Tenant's
          merchandise,  fixtures, or other property or to the Tenant's business.
          Upon completion thereof the Tenant will pay the Landlord's cost of the
          repair or maintenance on demand as Additional  Rent. The Tenant agrees
          that the  maintenance  or  repair  by the  Landlord  pursuant  to this
          Section  8.01  is not a  re-entry  nor a  breach  of  quiet  enjoyment
          contained in this Lease. The failure by the Landlord to give direction
          to repair  or to  maintain  shall  not  relieve  the  Tenant  from its
          obligation to repair or to maintain;

         (b)               (i) The Tenant shall not make any repair, alteration,
                           replacement,  decoration  or  improvement  or perform
                           maintenance  to  any  part  of  the  Leased  Premises
                           without  first   obtaining  the  Landlord's   written
                           approval or direction. The Tenant shall submit to the
                           Landlord;

                           (A)   details of the proposed work including drawings
                                 and   specifications   prepared  by   qualified
                                 architects or engineers and  conforming to good
                                 engineering practice;

                           (B)   such  indemnification   against  liens,  costs,
                                 damages and expenses as the Landlord  requires;
                                 and

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

                  (ii)     All repairs, maintenance, replacements,  alterations,
                           decorations  or  improvements  by the  Tenant  to the
                           Leased  Premises  approved by the  Landlord  shall be
                           performed;

                           (A)   at the sole cost of the Tenant;

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

                           (C)   in a good and workmanlike manner;

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

                           (E)   subject to the reasonable  regulation,  control
                                 and inspection of or by the Landlord.

                  (iii)    Any such repair, replacement, alteration, decoration,
                           maintenance or improvement made by the Tenant without
                           the prior written consent of the Landlord or which is
                           not  made  in   accordance   with  the  drawings  and
                           specifications  approved by the  Landlord  shall,  if
                           requested by the Landlord, be promptly removed by the
                           Tenant  at  the  Tenant's   expense  and  the  Leased
                           Premises restored to their previous condition;

          (c)  Subject  to  the   Leasehold   Improvements   and  Base  Building
          Modifications,  notwithstanding  anything  contained in this Lease, if
          any  repair,   alteration,   decoration,   addition,   maintenance  or
          improvement to the Leased Premises  approved by the Landlord,  affects
          the structure of the Leased  Premises or any part of Development  such
          work shall be performed  only by the  Landlord,  at the Tenant's  sole
          cost and expense. Upon completion thereof, the Tenant shall pay to the
          Landlord as  Additional  Rent upon demand,  both the  Landlord's  cost
          relating to the repair, alteration,  decoration, addition, maintenance
          or improvement including the fees of any architectural and engineering
          consultants  plus a sum equal to  fifteen  percent  (15%) of the total
          cost  thereof,  as the  Landlord's  overhead.  No repair,  alteration,
          addition,  decoration,   maintenance  or  improvement  to  the  Leased
          Premises by or on behalf of the Tenant  shall be  permitted  which may
          weaken or endanger the structure or adversely  affect the condition or
          operation of the Leased  Premises or the  Development  or diminish the
          value thereof,  or, in the  Landlord's  opinion,  restrict,  reduce or
          adversely affect the coverage,  height, density, parking or use of the
          Development.

8.02              Repair Where Tenant is at Fault
                  -------------------------------

                  If  any  part  of  the  Development  (other  than  the  Leased
Premises) including without limitation,  the common loading areas, the HVAC, the
water pipes,  sprinkler system pipes, drainage pipes, electric lighting or other
equipment  of the  Development,  the roof or exterior  walls of the  Development
requires  repair  or  becomes  damaged  or  destroyed  through  the  negligence,
carelessness or willful act or omission of the Tenant,  or those in law for whom
it is  responsible,  or all other persons  conducting  business upon or from the
Leased  Premises,  or through  it or them,  the cost of the  necessary  repairs,
replacements  or alterations  plus fifteen  percent (15%) of the aggregate costs
for overhead will be borne by the Tenant, and the Tenant will pay this amount to
the Landlord on demand as Additional Rent.

8.03              Repair on Termination

                  Upon the expiration of the Term or earlier  termination of the
Lease,  the  Tenant  covenants  to  surrender  the Leased  Premises  in a vacant
broom-swept condition in substantially the same condition as the Leased Premises
were in upon delivery of possession and completion of the Leasehold Improvements
and Base Building Modifications except for;

                  (i)      reasonable wear and tear and

                  (ii)     damage to the Leased  Premises,  which damage  caused
                           the  termination  of this Lease  pursuant  to Section
                           8.06 infra,  provided  however,  that nothing in this
                           Section  8.03 will  restrict or cancel the  insurance
                           provision of this Lease.

                  In the event that, in the sole opinion of the Landlord  and/or
environmental agency having jurisdiction, the Tenant has, or is believed to have
caused any environmental damage in or about the Development,  Leased Premises or
Common  Areas,  the  Tenant  shall be fully  liable  at its  expense  and  fully
responsible to the environmental  authority having  jurisdiction for the removal
of/or decontamination of the affected areas.

8.04              Notice of Accident, Defects, Etc.

                  The Tenant shall give to the  Landlord  and the  environmental
agency responsible, if applicable, prompt notice of any accident to or defect in
the plumbing,  water pipes, HVAC, electrical equipment,  conduits or wires or of
any damage or injury to the Leased  Premises or to any person therein  howsoever
caused, provided that nothing herein shall be construed so as to require repairs
to be made by the Landlord except as expressly provided in this Lease.

8.05              Deleted

8.06              Total or Partial Destruction of Leased Premises
                  -----------------------------------------------

         (a)      If the Leased  Premises are damaged by a peril  against  which
                  the Landlord is required to insure  under  Section 7.05 supra,
                  and are rendered unusable in part, the Landlord at its expense
                  will  cause the damage to be  repaired  and the  Minimum  Rent
                  shall abate proportionately as to the proportion of the Leased
                  Premises rendered unusable,  from the date of the damage until
                  the Landlord's  Architect  certifies that the Leased  Premises
                  have been made wholly usable.  If by reason of this damage the
                  Leased  Premises are rendered  wholly  unusable,  the Landlord
                  may:

                  (i)      cause the  damage to be  repaired  at its  expense in
                           which  event the Minimum  Rent shall  abate  entirely
                           provided  Rental  Insurance is in place from the date
                           of damage until the  Landlord's  Architect  certifies
                           that the Leased  Premises has been made wholly usable
                           or,

                  (ii)     within  sixty (60) days  after the damage  notify the
                           Tenant in writing  that it has  elected not to repair
                           or reconstruct  the Leased  Premises,  whereupon this
                           Lease  will  cease of the date of the  damage and the
                           Rent will be adjusted as of that date.

                  In no event will the  Landlord  be liable for damage to or the
                  replacement  or repair of  leasehold  improvements,  fixtures,
                  tenant  fixtures,  floor  coverings,  furniture  or  equipment
                  owned, leased or in the possession of the Tenant in the Leased
                  Premises  or  elsewhere  in the  Development  or for which the
                  Tenant is required to insure pursuant to Section 7.05,  supra.
                  If the Landlord  rebuilds or restores  the Leased  Premises it
                  will  restore  the Leased  Premises  to the same  standard  as
                  existing prior to such damage in all material respects.

                  In the  event  the  Leased  Premises  or the  Development  are
                  damaged or destroyed by reason of the wilful act,  omission to
                  act or negligence of the Tenant or those for whom it is in law
                  responsible, there shall be no abatement of Rent;

         (b)      Notwithstanding  Section 8.06(a) supra, if fifty percent (50%)
                  or  more  of  the  Rentable  Area  of the  Development  or the
                  Development   is   damaged   or   destroyed   by  any   cause,
                  notwithstanding  that the Leased  Premises may be  unaffected,
                  the Landlord may terminate  this Lease by giving to the Tenant
                  written notice of the Landlord's election to terminate,  which
                  notice will be given within sixty (60) days following the date
                  of the damage or destruction.  Rent will be adjusted as of the
                  date of termination;

         (c)      After the date upon which the Tenant is notified in writing by
                  the Landlord that the  Landlord's  work of  reconstruction  or
                  repair is  completed,  the Tenant  forthwith  will complete in
                  accordance with the provisions of Article VIII, all additional
                  work  required  to restore  fully the Leased  Premises  and to
                  enable the Tenant to reopen the Leased  Premises for business.
                  The  certificate  of the  Landlord's  Architect  will find the
                  parties  hereto as to the  state of  usability  of the  Leased
                  Premises and as to the date upon which the Landlord's  work of
                  reconstruction or repair is completed;

         (d)      The Tenant  acknowledges the desirability and necessity of the
                  Landlord   under  law  or  in  prudence,   of  organizing  and
                  coordinating  arrangements within the Development  appropriate
                  to maximize  safety of all  occupants  in the event of fire or
                  other  potential  disaster which may require the evacuation of
                  the  Development.  The Tenant  undertakes  to cooperate and to
                  participate   in   simulated   exercises  in  respect  of  the
                  foregoing,  arranged  from time to time by the  Landlord.  The
                  Tenant shall indemnify and hold the Landlord harmless from all
                  loss, damage or injury arising from such exercise.


                                ARTICLE IX TAXES

9.00              Tenant's Taxes

                  The Tenant shall pay promptly  when due all  business,  sales,
machinery,  equipment and all other taxes,  assessments,  charges and rates,  as
well as any permit or license fees,  attributable  to the Leased Premises or the
property,  business,  sales or income of the  Tenant in  respect  of the  Leased
Premises.

9.01              Payment of Taxes by Tenant

                  The Tenant shall pay to the Landlord as  Additional  Rent the 
Tenant's  Proportionate  Share of Taxes.

9.02              Increases in Taxes

                  The Tenant  shall pay to the  Landlord as  Additional  Rent an
amount  equal to any  increase  in the  Taxes  by  reason  of any  installation,
alteration or use made in or to the Leased Premises by or for the benefit of the
Tenant or any  assignee,  concessionaire,  licensee or  sub-tenant of the Tenant
and, without in any way restricting the generality of the foregoing,  the Tenant
is  completely  responsible  for any such increase in the Taxes and must pay the
full amount of such increase to the Landlord as Additional Rent.

9.03              Payment of Taxes by Landlord

                  The  Landlord  agrees to pay all Taxes as they  become due and
payable  that may be assessed  by a lawful  authority  against the  Development,
subject  to the  provisions  of this  Article  IX. The  Landlord  may appeal any
official  assessment of Taxes. In connection with any such appeal,  the Landlord
may defer  payment  of any Taxes to the extent  permitted  by law and the Tenant
shall  cooperate  with the Landlord  and provide the Landlord  with all relevant
information reasonably required by the Landlord in connection with this appeal.

9.04              Payment of Business Transfer Tax

                  The Tenant shall pay promptly  when due the Business  Transfer
Tax. In the event that such taxes are by statute,  by-law or regulation  imposed
upon or payable by the Landlord as recipient of the Minimum Rent and  Additional
Rent,  the Tenant  shall pay to the  Landlord as  Additional  Rent the  Tenant's
Proportionate Share of Business Transfer Tax.

9.05              Change in Taxes

                  Should it be that due to  changes  in the method of levying or
collection of any tax, levy, rate or charge to be imposed upon the  Development,
or any part thereof,  or should any new tax,  levy,  rate or charge be levied or
imposed in lieu of or in addition to those  contemplated  by the  definition  of
Taxes, the Landlord and the Tenant hereby agree to negotiate an amendment or new
provision  to this Lease as is necessary  to deal with such tax,  levy,  rate or
charge in an  equitable  manner and should the  Landlord  and the Tenant fail to
agree  on such  amendment  or new  provision,  the  same  shall  be  settled  by
arbitration in accordance  with the  Arbitration  Act of Alberta,  R.S.A.  1991,
Chapter  A-43.1  as  amended  and the  cost of such  arbitration  shall be borne
equally between the parties.


                 ARTICLE X LICENSES, ASSIGNMENTS AND SUBLETTINGS

10.00             Licenses, Etc.

                  The  Tenant  shall not  permit  all or any part of the  Leased
Premises  to be used or  occupied  by any  person  other  than the  Tenant,  any
assignees and sub-tenants permitted under Section 10.01, infra and the employees
and invitees of the Tenant or any such  permitted  assignee or  sub-tenant,  nor
shall the Tenant  permit any part of the Leased  Premises to be used or occupied
by a licensee or concessionaire.

10.01             Consent Required

                  The Tenant  shall have the right to assign this Lease in whole
or in part, or to sublet all or any part of the Leased Premises,  or to mortgage
by either  specific or floating  charge or encumber in any way  whatsoever  this
Lease or the Leased  Premises  or any part  thereof,  or to suffer or permit the
occupation of all or any part of the Leased Premises by others, with the consent
of the  Landlord  in each  instance,  which  consent  shall not be  unreasonably
withheld or delayed.  This consent by the Landlord will not  constitute a waiver
of the necessity for consent to a subsequent assignment,  subletting,  mortgage,
encumbrance or occupation. This prohibition against assigning or subletting will
be construed to include a  prohibition  as against  assignment  or subletting by
operation of law. If this Lease is assigned or if the Leased  Premises or a part
thereof are sublet or occupied by anybody other than the Tenant without consent,
the Landlord may collect rent from the assignee, subtenant or occupant and apply
the net amount  collected to the Rent herein  reserved,  but no such assignment,
sublease, occupancy or collection will be deemed a waiver of the requirements of
this Section  10.01,  nor the acceptance of the subtenant or occupant as tenant,
nor a release of the Tenant  from the further  performance  by the Tenant of its
covenants,  herein  contained.  Notwithstanding  an assignment or sublease,  the
Tenant will  remain  fully  liable on this Lease and will not be  released  from
performing  the terms,  covenants and conditions of this Lease and any breach by
any  assignee/sublessee of any term or condition of this Lease or its respective
assignment or sublease  agreement shall constitute a breach under this Lease and
the Landlord  shall have all remedies  available to it under this Lease.  If the
Landlord  consents to an  assignment of this Lease or a subletting of the Leased
Premises,  the Landlord's standard consent document then in use will be prepared
by the  Landlord or its  solicitors  and all the  Landlord's  costs with respect
thereto will be borne by the Tenant.

10.02             Conditions of Consent

                  If the Tenant receives  consent under Section 10.01 supra, the
consent  will be  conditional  upon:  (a) the  proposed  assignee  or  subtenant
agreeing  with  the  Landlord  to  assume  and  perform  each of the  covenants,
obligations  and  agreements  of the Tenant in this Lease,  (b) the Minimum Rent
payable by the assignee,  subtenant or occupant  thereafter  not being less than
the Minimum  Rent  payable by the Tenant  immediately  prior to the  assignment,
sublease  or  change of  control,  (c) the  Tenant  paying  to the  Landlord  as
Additional  Rent, an amount equal to that sum (if any) received by the Tenant in
consideration of the assignment or sublease  (whether such sum is in the form of
a lump sum, monthly payment or otherwise, save for the payment of Rent hereunder
and (d) the  proposed  Assignee or Subtenant  agreeing  with the Landlord to pay
directly to the Landlord any monies in excess of that required to be paid by the
Tenant  whether  such  sum is in the  form of a lump  sum,  monthly  payment  or
otherwise it being expressly  agreed that the Tenant  hereunder is not to make a
profit  from  any  assignment  or  subtenancy  of this  Lease  (e) the  proposed
assignment  or sublease  occurring  within three (3) months after receipt by the
Landlord of the "Tenant's Request" (as defined in Section 10.03 infra).

10.03             Landlord's Option

                  If  the  Tenant  desires  to  assign,   sublet  or  part  with
possession  of all or any part of the Leased  Premises or to transfer this Lease
in any other  manner in whole or in part,  or any estate or interest  hereunder,
then and so often as such  event  occurs,  the Tenant  will give  prior  written
notice to the Landlord of its desire,  specifying therein the proposed assignee,
transferee  or  subtenant  and  providing  a copy  of  the  offer  or  agreement
respecting  the proposed  assignment,  subletting,  parting with  possession  or
transfer (the  "Tenant's  Request").  Within twenty (20) business days after the
receipt of the Tenant's Request, the Landlord may request information pertaining
to the reputation,  business experience,  financial status and proposed business
of the proposed  assignee/subtenant/transferee,  (the "Landlord's Information").
The Tenant shall  provide the  Landlord's  Information  before the Landlord need
consider the Tenant's request for an assignment or sublease.  The Landlord shall
approve or deny the requested assignment,  sublease,  parting with possession or
transfer within twenty (20) business days of receiving the requested  Landlord's
Information,  but if no Landlord's Information is requested,  then within thirty
(30) business days after receipt of the Tenant's Request.


Notwithstanding the aforesaid, the Landlord may also terminate this Lease within
thirty (30) business days after  receipt of the Tenant's  Request,  by providing
the  Tenant  with a notice of  termination  (the  "Termination  Notice"),  which
Termination  Notice will stipulate the termination  date of this Lease and which
termination  date will be the last day of that month  immediately  following the
month in which the  Termination  Notice was  received by the Tenant.  Within ten
(10) business days of receipt of the Termination Notice, the Tenant may withdraw
its  Tenant's  Request  by  written  notice  (the  "Withdrawal  Notice")  to the
Landlord. If the Withdrawal Notice is given as aforesaid, the Termination Notice
and the requested assignment or sublease shall be null and void.

10.04             Share Transfer

                  Unless  the  shares of the  Tenant  are  listed  for sale on a
recognized  stock  exchange in Canada (in which case this Section 10.04 does not
apply to the  Tenant),  if after the date of  execution of this Lease part of or
all the corporate shares or voting rights of shareholders of the Tenant or of an
associated, affiliated or parent company of the Tenant, are transferred by sale,
assignment,  bequest,  inheritance,  operation of law or other  disposition,  or
issued by subscription or allotment,  or cancelled or redeemed, so as to result,
in the opinion of the  Landlord,  in a change in the  effective  voting or other
control of the Tenant by the  person or persons  holding  control on the date of
execution of this Lease,  or if other steps or actions  which result in a change
of  control,  the Tenant  will  promptly  notify the  Landlord in writing of the
change,  which change will be  considered  to be an  assignment of this Lease in
respect of which  Article X shall  apply and  whether or not the Tenant  does so
notify the Landlord,  the Landlord may  terminate  this Lease within thirty (30)
business days next following the day on which the Landlord  learns of the change
unless the Landlord  previously  had consented to the change.  This  termination
will occur upon the last day of that month  following the month during which the
Tenant  received the Landlord's  notice of its termination of the Lease pursuant
to this Section 10.04.

                  The Tenant shall, upon request of the Landlord, make available
to the Landlord for  inspection,  copying or both,  all books and records of the
Tenant   which,   alone  or  with  other  data,   show  the   applicability   or
inapplicability of this Section 10.04. If any stockholder or shareholder thereof
upon the request of the Landlord fails or refuses to furnish to the Landlord any
date,  which  data  alone  or  with  other  data  shows  the  applicability  or,
inapplicability  of this Section 10.04 then, at the Landlord's option this Lease
may be terminated as aforesaid stated in this Section 10.04.

                  Where the Tenant is a  partnership,  any  increase,  decrease,
substitution of vote transfer  amongst the partners which causes a change in the
effectively  voting  control  or other  control  of the  Tenant by the  partners
holding  control on the date of execution of this Lease,  then the provisions of
this Section 10.04 will apply mutatis mutandis.


                          ARTICLE XI DEVELOPMENT TITLE

11.00             Subordination

          (a) This Lease is subject  and  subordinate  to any and all present or
          future  mortgages  (including any deed of trust and mortgage  securing
          bonds, all indentures  supplemental thereto or any other instrument of
          financing,  refinancing  or  collateral  financing)  which  may now or
          hereafter  affect the Development and to all renewals,  modifications,
          consolidations,  replacements  or  extensions  thereof.  Provided  the
          Tenant receives a satisfactory  Non-Disturbance  Agreement, the Tenant
          agrees  to  execute   promptly  any   certificate   or  instrument  in
          confirmation of such subordination,  any estoppel certificate or other
          document in connection with the Landlord's financing or refinancing as
          the Landlord may request and will, if requested,  attorn to the holder
          or  holders  of such  mortgages  or to the  registered  owners  of the
          Development  upon  the  terms of this  Lease,  and the  Tenant  hereby
          constitutes  the  Landlord  its agent and  attorney for the purpose of
          executing any such certificate,  instrument,  estoppel  certificate or
          other  instrument and of making  application at any time and from time
          to time register postponements in favour of any such mortgage or other
          instrument in order to give effect to the foregoing provisions;

          (b) Without  limiting  the right of the Landlord to assign this Lease,
          the  Landlord  shall be entitled to assign this Lease as security  for
          any  mortgage(s)  upon the  Development  or any part  thereof  and the
          Tenant covenants if requested, to acknowledge in writing any notice of
          assignment of this Lease by the Landlord;

          (c) If at any time during the Term of the Lease the Tenant is directed
          to attorn  pursuant to the  provisions of this Lease and/or the Tenant
          does not attorn,  this Lease shall continue in full force and by fully
          binding upon the Tenant.

11.01             Tenant Acknowledgments

                  The Tenant  agrees that it will at any time upon not less than
ten (10) days'  prior  notice,  execute  and deliver to the  Landlord  (and,  if
required, to any mortgagee of the Landlord),  a certificate in writing as to the
status at that time of this Lease,  including;  whether this Lease is unmodified
and in full force and effect (or if modified,  stating the modification and that
the same is in full force and effect as modified), the amount of the Annual Rent
then being paid and the dates to which the Rent by  installments  or  otherwise,
has been paid,  whether or not there is any existing  default on the part of the
Landlord of which the Tenant has given notice and any other matter pertaining to
this Lease to which the Landlord has requested a statement.

11.02             Mechanics' and Other Liens

                  The  Tenant   covenants   not  to  permit  any   construction,
mechanics' or other liens,  mortgagees,  or  conditional  sales  contracts to be
registered  against title to the Leased  Premises or to the  Development and the
Tenant shall  promptly pay all its  contractors  and  suppliers and shall do all
things  necessary  to  prevent  same  from  being  registered  on title and that
whenever and so often as any lien,  mortgage or contract  shall be registered on
title or claim be filed,  the Tenant shall within ten (10) days after the Tenant
has notice of the claim,  lien,  mortgage or  contract,  procure  the  discharge
thereof by payment or by giving security  therefor in such other manner as is or
may be required or permitted by law. The Landlord shall have the right,  but not
the obligation to procure the discharge as aforesaid  whereupon all sums paid by
the  Landlord  to procure the  discharge,  as well as all the  Landlord's  costs
including legal fees on a solicitor and client basis,  shall be repaid forthwith
upon demand by the Tenant as Additional Rent. Notwithstanding the foregoing, the
Tenant may contest  the  validity of any such lien,  provided  the Tenant  shall
first either obtain an order from a Court of competent jurisdiction  discharging
the lien or encumbrance from the title to the Development by payment into Court,
or furnish to the Landlord  against all loss or damage which the Landlord  might
suffer or incur  thereby,  security  satisfactory  to the Landlord in format and
amount.

11.03             No Registration

                  The Tenant covenants and agrees with the Landlord that it will
not register this Lease but may register a caveat  disclosing  the existence and
term of this Lease and renewal option.

                             ARTICLE XII LIABILITIES

12.00             Excuse for Non-Performance by Landlord or Tenant
                  ------------------------------------------------

                  Whenever  and to the extent  that  either the  Landlord or the
Tenant  shall be unable to  fulfil,  or shall be delayed  or  restricted  in the
fulfilment  of any  obligation of this Lease (other than the Payment of Rent) by
reason of;

         (a)      a  strike,   lockout,  war  or  acts  of  military  authority,
                  rebellion or civil commotion,  act of God or other reason of a
                  like nature; or

         (b)      not  being  able to obtain  the  material,  goods,  equipment,
                  services,  utility or labour  required  to enable it to fulfil
                  such obligation; or

         (c)      any statute,  law or  order-in-council  or any  regulation  or
                  order  passed  or made  pursuant  thereto  or by reason of the
                  order or direction of any  administrator,  controller or board
                  or any  governmental  department or officer or other authority
                  or by reason of not being  able to obtain  any  permission  or
                  authority required thereby; or

         (d)      any other cause beyond its control whether of the foregoing
                  character or not,

and not  caused by its  default or its act of  commission  or  omission  and not
avoidable  by the exercise of  reasonable  effort or foresight by it, such party
shall, so long as any such impediment exists, be relieved from the fulfilment of
such  obligation and the other party shall not be entitled to  compensation  for
any damage, inconvenience, nuisance or discomfort thereby occasioned. Subject to
the provisions of Section 3 of Schedule "B" attached hereto, notwithstanding the
aforesaid provisions of Section 12.00, Section 12.00 shall not cancel, postpone,
excuse or delay the due date of the payment of Rent.

12.01             Claims for Compensation

                  Subject to Section 8.06 supra, no claim for compensation shall
be made by the Tenant by reason of  inconvenience,  damage or annoyance  arising
from the  necessity of repairing  any portion of the  Development  howsoever the
necessity may arise.

                  The  Landlord  shall not be liable for the death or injury of,
nor for the damage to property of, the Tenant or of others located on the Leased
Premises or any other part of Development,  nor for the loss of or damage to any
property  of the Tenant or of others by theft or  otherwise  from any cause,  it
being expressly agreed that this Section 12.01 excludes  damage,  loss or injury
resulting  from  the  negligence  of  the  Landlord,  its  agents,  servants  or
employees.  Without limiting the generality of the foregoing, the Landlord shall
not be liable for injury or damage to persons or property  resulting  from fire,
explosion,  earthquake, flood, falling plaster, steam, gas, electricity,  water,
rain,  or snow or leaks from any part of the Leased  Premises  or from the pipes
appliances or plumbing works or from the roof, street or sub-surface or from any
other place or by dampness  or by any other  cause of any nature.  The  Landlord
shall not be liable  for any  damage  caused by other  tenants or persons in the
Leased  Premises,   occupants  of  adjacent   property  or  of  other  parts  of
Development, or the public, or caused by the construction of any private, public
or quasi-public work.

                  The Tenant agrees that there is no promise,  representation or
undertaking  by or  binding  upon the  Landlord  with  respect  to  alterations,
remodelling or the decoration of, or the  installation of equipment or fixtures,
in the Leased  Premises,  except those, if any, which are expressly set forth in
this Lease, but where there is such an express provision then unless it provides
for the  completion  of the  alteration,  remodelling  or  decoration  or of the
installation  after the Tenant's taking of possession  hereunder,  the taking of
possession  will constitute  conclusive  evidence as against the Tenant that the
alterations,  remodelling or decoration or installation of equipment or fixtures
has been satisfactorily  completed.  The certificate of the Landlord's Architect
that the Landlord has fulfilled its obligation in respect of the Leased Premises
will bind the parties in any event. All property of the Tenant kept or stored on
the Leased  Premises  or  Development  will be kept or stored at the risk of the
Tenant and the Tenant will hold the Landlord  harmless  from any claims  arising
out of damage to the same, including subrogated claims by the Tenant's insurers.

12.02             Theft

                  The Landlord shall not be liable for the theft of any property
at any time in the Leased Premises or the Development.

12.03             Premises Not Available

                  Subject to the provisions of Sections 8 of the Offer to Lease,
if for any reason  beyond the control of the Landlord,  the Leased  Premises are
not available for occupancy by the Tenant on the Term  Commencement  Date,  Rent
hereby  reserved  shall abate until the earlier of; (a) fifteen  (15) days after
the Landlord  shall have  delivered to the Tenant written notice that the Leased
Premises  are  vacant,  or,  (b) the date when the Tenant  commences  to use any
portion of the Leased Premises for business  purposes.  It is further understood
and agreed  that the Lease shall  otherwise  remain in full force and effect and
the abatement of Rent hereby  specified  shall be accepted by the Tenant in full
settlement of all claims which the Tenant might  otherwise have by reason of the
Leased Premises not being available for occupancy on the Term Commencement Date,
nor shall any such overholding operate to extend the Term.

12.04             Condemnation and Expropriation

                  If the whole or any part of the Leased Premises shall be taken
by federal, provincial,  county, city of other authority for public use or under
any statute or by right of eminent  domain,  the Tenant shall not be entitled to
any  part of any  award  that may be made for  such  taking  nor to any  damages
attributable  thereto.  In the event of a taking  which  reduces the area of the
Leased  Premises and renders the remainder of the Leased  Premises  unusable (in
the opinion of the  Landlord,  acting  reasonably)  for the Tenant's  purpose as
outlined in Section 7.00 supra, the Tenant shall have the option to be exercised
by notice in writing to the Landlord  within  thirty (30) days after the taking,
to  terminate  this Lease or accept the smaller  premises  and the Rent shall be
reduced proportionately. In the event of termination, such termination shall not
take place until thirty (30) days after receipt of such notice by the Landlord.


                               ARTICLE XIII ACCESS

13.00             Access by Landlord

                  The  Landlord  shall be  permitted  at any time to enter or to
have its authorized  agents,  employees or contractors enter the Leased Premises
for  the  purpose  of  inspection,  providing  janitor  service,  conducting  an
environmental audit, or any testing required to satisfy itself that the Tenant's
operation  is  in  compliance  with  the  applicable   environmental   laws  and
regulations, conducting maintenance, making repairs, alterations or improvements
to the Leased  Premises or the  Development  or to have access to utilities  and
services.  The Tenant shall provide free and unhampered access for the aforesaid
purposes  and shall  not be  entitled  to  compensation  for any  inconvenience,
nuisance or discomfort caused thereby.

13.01             Exhibit Leased Premises

                  The  Tenant  will  permit  the  Landlord  or the agents of the
Landlord to exhibit the Leased Premises at all reasonable  hours during the last
six (6) months of the Term to prospective  tenants or to any other person having
the written  authority from the Landlord or the agents of the Landlord,  to view
the Leased Premises. The Landlord shall further have the right to enter upon the
Leased  Premises  at all  reasonable  hours  during the Term for the  purpose of
exhibiting the Development to any prospective purchaser or mortgagee.



                          ARTICLE XIV TENANT'S DEFAULT

14.00             Re-Entry

                  The Landlord shall be entitled to re-enter the Leased Premises
on the  non-payment of Rent whether or not the Landlord has made a formal demand
for the payment thereof,  the failure by the Tenant to perform any other term or
condition of this Lease required to be performed by the Tenant, or if the Tenant
(or its agent)  falsifies any report or information  required to be furnished to
the Landlord pursuant to this Lease.

14.01             Bankruptcy, Etc.

                  If the Term or any of the goods and  chattels of the Tenant on
the Leased Premises are seized or taken in execution or attachment by a creditor
of the Tenant; or in the event that the Tenant or Indemnifier  becomes insolvent
or bankrupt or makes an  assignment  for the benefit of creditors or is declared
bankrupt,  or takes  the  benefit  of any  legislation  that may be in force for
bankrupt or insolvent debtors,  or should proceedings be taken by or against the
Tenant  under  any  legislation  to wind up  companies,  or in the  event of the
non-payment  of Rent or in the event of the Tenant selling its assets (except as
permitted  by  Section  10.01  supra),  then  notwithstanding   anything  herein
contained  to the  contrary,  the  current  month's  Rent  and Rent for the next
ensuing three (3) months shall thereupon become  immediately due and payable and
the Landlord may, at its option,


re-enter and take possession of the Leased Premises as though the Tenant or the
servants of the Tenant or any other occupants of the Leased Premises was or were
holding over after the  expiration  of the Term and the Term shall be terminated
as of the re-entry.

14.02             Premises Vacated or Improperly Used

                  In the event that the  Leased  Premises  become  vacant or are
abandoned or are not used for the purpose permitted by Section 7.00 supra, or if
the Leased  Premises shall be used by any other person or persons other than the
Tenant or any person permitted by Article X supra, or if the Tenant has not paid
Rent then the  installments  of Rent accruing  during the next ensuing three (3)
months shall immediately  become due and payable to the Landlord.  The Landlord,
in addition  to any other  remedies  which it may have,  shall have the right to
enter the Leased Premises as agent of the Tenant,  either by force or otherwise,
(without  being liable for any  prosecution  therefor,  nor being deemed to have
terminated  this Lease) to relet the Leased  Premises as the agent of the Tenant
and to receive  Rent  therefor  which  Rent  shall be  applied  first to all the
Landlord's  costs  incurred in this  reletting and the balance on account of the
Rent.  Alternatively  the  Landlord may at its option,  terminate  this Lease by
re-entry or otherwise and in addition to the obligation to pay Rent accruing due
during the next ensuing three (3) months on account of the  Landlord's  damages,
the Tenant shall also be liable to the Landlord for any and all further  damages
occasioned by reason of such abandonment, vacating or improper use of the Leased
Premises.  The amount  payable by the Tenant to the  Landlord  pursuant  to this
Section 14.02 shall be considered liquidated damages and not as a penalty.

14.03             Distress

                  The Tenant  hereby  agrees with the Landlord  that none of the
goods and chattels of the Tenant at any time during the  continuance of the Term
hereby created on the Leased  Premises shall be exempt from levy by distress for
Rent in arrears by the Tenant.  If any claim is made for such exemption,  right,
benefit  or  protection  by the Tenant  under the said Act,  this  covenant  and
agreement may be pleaded as an estoppel against the Tenant in any action brought
to test the rights of the Landlord;  the Tenant waiving,  as it hereby does, all
and every benefit,  right and protection that could or might have accrued to the
Tenant  under and by virtue of any  Sections of the said Act, or any  amendments
thereto or replacement thereof.

14.04             Rental Arrears

                  In the event Rent is not paid to the  Landlord  when it is due
and payable as stipulated herein, the Landlord in addition to its other remedies
hereunder, shall be entitled to collect interest computed on such arrears at the
Stipulated Rate of Interest.  Notwithstanding the aforesaid a minimum of one (1)
month's  interest  shall be  charged  on all  arrears.  Such  interest  shall be
computed from the due date of such Rent up to and including that day immediately
preceding  the date that the  payment is  received  and this  interest  shall be
considered as Additional Rent.

14.05             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 defaults in any of its obligations
hereunder,  the Landlord  may at its option  perform any such  obligation  after
fifteen  (15) days'  written  notice to the Tenant and in such event the cost of
performing the obligation plus an administrative charge of fifteen percent (15%)
of this cost, shall be payable by the Tenant to the Landlord as Additional Rent,
together with interest at the Stipulated  Rate of Interest  calculated  from the
date of the performance of the obligation by the Landlord forthwith upon demand.
On Default of this payment,  the Landlord shall have the same remedies as on the
default of payment of Rent.

14.06             Alternative Remedies

                  The  Landlord  may from time to time  resort to any or all the
rights and remedies available to it in the event of any default hereunder by the
Tenant, either by any provision of this Lease or by statute, at law or in equity
and all rights and remedies are intended to be  cumulative  and not  alternative
and the express  provisions  hereunder as to certain rights and remedies are not
to be  interpreted  as  excluding  any other or  additional  rights and remedies
available to the Landlord at law or in equity.

14.07             Waiver

                  The waiver by the Landlord of a breach of a term,  covenant or
condition  herein  contained  will not be deemed to be a waiver of a  subsequent
breach of the same or another term, covenant or condition herein contained.  The
subsequent  acceptance of Rent by the Landlord will not be deemed to be a waiver
of a preceding  breach by the Tenant of a term,  covenant or  condition  of this
Lease, other than the failure of the Tenant to pay the particular Rent accepted,
regardless of the  Landlord's  knowledge of the preceding  breach at the time of
acceptance  of the Rent.  No  covenant,  term or condition of this Lease will be
deemed to have been  waived by the  Landlord  unless  the  waiver is in  writing
signed by the Landlord.

14.08             Costs

                  In the event the Tenant defaults under any term of this Lease,
the  Tenant  shall  reimburse  the  Landlord  forthwith  for all legal  fees and
disbursements  on a solicitor  and client basis and for all  bailiff's  fees and
disbursements that the Landlord may incur as a result of such default, such fees
and disbursements being payable by the Tenant on demand as Additional Rent.


                             ARTICLE XV INDEMNIFIER

15.00             Indemnifier's Covenants

                  In order to induce the  Landlord to execute  and deliver  this
Lease and in consideration of the execution and delivery thereof by the Landlord
and the sum of two ($2.00)  dollars now paid by the Landlord to the  Indemnifier
(the receipt and sufficiency of which is by the Indemnifier hereby acknowledged)
and other good and valuable consideration,  the Indemnifier as principal and not
a surety hereby covenants with the Landlord that:

          (a) The Tenant  shall duly  perform and  observe  each and every term,
          covenant  or  condition  of this Lease on the part of the Tenant to be
          performed  and observed on the days and at the times and in the manner
          therein specified and that if for any reason, including the insolvency
          or  bankruptcy  of the Tenant  and  whether or not this Lease has been
          disaffirmed  or  disclaimed,  the Tenant shall fail to pay the Rent as
          and when it is due and payable or defaults  performance  or observance
          of any other term,  covenant or condition  which is to be performed or
          observed by the Tenant,  the  Indemnifier  shall  forthwith pay to the
          Landlord  on  demand  such  Rent and all  damages  that  may  arise in
          consequence of the  non-observance  or  non-performance  of any of the
          said terms,  covenants, or conditions and the Indemnifier shall at the
          option of the  Landlord,  become the tenant of the  Landlord  upon the
          same terms and  conditions  as are  contained  in this  Lease  applied
          mutatis  mutandis,  without however in any way relieving the Tenant of
          its obligations under the Lease.

          (b) The  Indemnifier is jointly and severely bound with the Tenant for
          the  fulfilment  of all  obligations  of the Tenant  under this Lease,
          including any renewal or extension of this Lease.  In the  enforcement
          of  its  rights  hereunder,  the  Landlord  may  proceed  against  the
          Indemnifier as if the Indemnifier were named a Tenant under this Lease
          and the  Landlord  shall not proceed  against the Tenant or to proceed
          against or to exhaust any security  held from the Tenant to pursue any
          other  remedy  whatsoever  which may be  available to the Landlord for
          proceeding  against the Indemnifier and the Indemnifier  hereby waives
          any right to require the Landlord to do so. The Landlord has the right
          to enforce this  indemnify  regardless  of the  acceptance of addition
          security from the Tenant by the Landlord or by release or discharge of
          the Tenant by the Landlord or by others or by operation of any law.

          (c) No  release  or  discharge  of  the  Tenant  in any  receivership,
          bankruptcy,  wind-up or other creditor proceeding or any disclaimer of
          the Lease;  no neglect or forbearance of the Landlord in  endeavouring
          to obtain  payment  of the Rent  reserved  in the Lease as and when it
          becomes  due;  no delay,  waiver or failure of the  Landlord in taking
          steps to enforce performance or observance of the terms, covenants, or
          conditions in this Lease to be performed or observed by the Tenant; no
          assignment  or  subletting  of  this  Lease  by the  Tenant  or by any
          trustee,  receiver or  liquidator  or any consent  which the  Landlord
          gives to any such  assignment  or  subletting;  no  amendment  to this
          Lease;  no waiver by the Tenant of any of its rights under this Lease;
          nor the  expiration of the Term; no extension or extensions of time or
          indulgence  or  modifications  which may be given by the Landlord from
          time to time to the Tenant with respect to the  performance  of any of
          the obligations of the Tenant under this Lease; no repossession of the
          Leased Premises by the Landlord; and no other act or failure to act of
          or by the  Landlord,  shall  waive,  release,  discharge or in any way
          reduce the obligations of the Indemnifier  under its covenants  herein
          contained,  the  Indemnifier  hereby  expressly  waives  all notice of
          non-payment  of Rent and  non-performance  and  non-observance  by the
          Tenant of the terms, covenants and conditions contained in this Lease.
          The   liability  of  the   Indemnifier   shall  not  affected  by  any
          repossession of the Leased Premises by the Landlord, providing however
          that the net payments  received by the Landlord  after  deducting  all
          costs and expenses of  repossessing  and reletting the Leased Premises
          shall be credited by the  Landlord  against  the  indebtedness  of the
          Indemnifier by the hereunder and the Indemnifier shall pay any balance
          owing to the Landlord immediately upon demand.

          (d) No action or proceeding  brought or instituted  under this Section
          15 is,  and no  recovery  in  pursuance  thereof  shall  be a bar or a
          defence to any further action or proceeding which may be brought under
          this  Section  15 by reason of any  further  default  by the Tenant or
          Indemnifier in the performance and observance of the terms,  covenants
          and conditions contained in this Lease.

          (e) If two or more  individuals,  corporations,  partnerships or other
          business  associations  (or any  combinations  of two or more thereof)
          execute  this  indemnify  as  Indemnifier  the  liability of each such
          individual,  corporation,  partnership or other  business  association
          hereunder is joint and several. Similarly, if the Indemnifier named in
          the indemnifier is a partnership for other business  associations  and
          the members of personal  liability,  then the liability of such member
          is joint and several under this Section 15.

          (f) No  modifications  of this indemnify shall be effective unless the
          same is in writing  and is  executed  by all of the  Indemnifier,  the
          Tenant and the Landlord.

          (g) All of the terms,  covenants  and  conditions  of this  Section 15
          extend to and are binding upon the Indemnifier,  its heirs, executors,
          administrators,  successors  and  assigns,  and  shall  ensure  to the
          benefit of any may be enforced by the  Landlord,  its  successors  and
          assigns,  any  mortgagee,  trustee  under a deed of trust or any other
          encumbrances of all or any part of the  Development.  Wherever in this
          Section 15 reference is made to either the Landlord or the Tenant, the
          reference  is  deemed  also to  apply  also to the  respective  heirs,
          executors,  administrators,   successors  and  assigns  and  permitted
          assigns of the Landlord and the Tenant.


                         ARTICLE XVI GENERAL PROVISIONS

16.00             Lease Entire Agreement

                  It is hereby  understood and agreed by and between the parties
hereto that the terms and conditions  set forth herein,  together with the terms
and  conditions  set  forth  in the  rules  and  regulations  and any  exhibits,
schedules  and/or plans and the Offer to Lease annexed hereto embrace all of the
terms and  conditions  of the Lease and  Riders  entered  into by the  Landlord,
Indemnifier  and Tenant or any other  party  hereto and  supersede  and take the
place  of any  and all  previous  agreements  or  representations  of any  kind,
written,  oral or implied  heretofore  made by anyone in reference to the Leased
Premises or in any way affecting the  Development or equipment of which the same
forms a part and that the said rules and regulations and any exhibits, schedules
and/or plans shall and do form a part of this Lease as fully as if the same were
included in the main body hereof, above the execution by the parties hereto. All
of the provisions of this Lease shall be construed as covenants and  agreements.
If any  provision  of this  Lease  is  illegal  or  unenforceable  it  shall  be
considered  separate and severable from the remaining  provisions of this Lease,
and the remaining  provisions shall remain in force and be binding as though the
said illegal or unenforceable provisions had never been included.

16.01             Modification to the Agreement

                  No  amendment  to or waiver of any  provision of this Lease or
any consent required or permitted  hereunder shall be deemed or taken as made or
given  unless such  amendment,  waiver or consent is in writing and signed under
the corporate  seal by an officer of the  Landlord.  The  Landlord's  employees,
superintendents  and  agents,  unless  specifically   authorized  in  a  written
instrument  signed under  corporate seal by an officer of the Landlord,  are not
authorized  to amend  this  Lease,  grant any  waiver  or  provide  any  consent
hereunder or make any  commitments or enter into any agreements on behalf of the
Landlord.

16.02             Laws of Alberta to Govern

                  This Agreement  shall be governed in accordance  with the laws
of the Province of Alberta and the parties hereto submit to such jurisdiction.

16.03             No Partnership

                  Nothing  contained  herein shall be deemed or construed by the
parties hereto nor by any third party, as creating the relationship of principal
and agent or of partnership, or of a joint venture agreement between the parties
hereto (save and except as provided in Section 14.02 supra), it being understood
and  agreed  that none of the  provisions  contained  herein  nor any act of the
parties  hereto shall be deemed to create any  relationship  between the parties
hereto other than the relationship of a Landlord and Tenant, and Indemnifier(s).

16.04             Notices

                  A  notice,  demand,  request,   consent  or  other  instrument
required or permitted to be given under this Lease (in this Section 16.04 called
"Notice")  shall be in  writing  and  shall be given  and  deemed  to have  been
received as provided in this Section 16.04.

         (a)      to the Landlord as follows:
                  Brookfield Management Services Western Ltd.
                  #200, 10130 - 103 Street
                  Edmonton, Alberta
                  T5J 3N9

         (b)      to the Tenant as follows:

                  To the  address  of the  Leased  Premises  or to the  Tenant's
                  registered office.

         (c)      to the Indemnifier as follows:

                  To the  address  of the  Leased  Premises  or to the  Tenant's
                  registered office.


                  Any Notice must be mailed in Canada or the continental  United
States of America by prepaid registered post, Electronic Facsimile  Transmission
or prepaid courier.  A Notice shall be deemed to have been received by the party
to whom the  Notice is  addressed  on that day which is five (5)  business  days
following  the date that the Notice  was  mailed,  provided  that at the time of
mailing there is not an actual or  apprehended  interruption  in mail service by
labour dispute of otherwise.  Notwithstanding the aforesaid,  in the event of an
actual or apprehended  interruption in mail service, or at any time if the party
giving notice so elects, Notice shall be in writing and delivered to and left at
the  address  for  Notice of the party to whom it is to be given  during  normal
business  hours on a business  day and shall have been  deemed to be received on
the date of delivery.

                  A party  may at any time give  Notice to the other  party of a
change of its address  for the  purpose of giving  Notice and from and after the
giving of such Notice,  the address therein shall be deemed to be the address of
that party.

16.05             Captions

                  The  captions  in bold face for  clauses of this Lease are for
convenience only and are not to be considered a part of this Lease and do not in
any way limit or amplify the terms and provisions of this Lease.

16.06             Time of the Essence

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

16.07             Managing Agent

                  The  Landlord  may  perform all or any of its  obligations  or
exercise any of its rights hereunder by or through such managing or other agency
or agencies as it may from time to time  appoint and the Tenant  shall,  as from
time to time  directed by the Landlord pay to any such agent any monies  payable
hereunder to the Landlord.

16.08             Brokerage

                  As part of the  consideration  of the  granting of this Lease,
the Tenant  represents  and  warrants  to the  Landlord  that no broker or agent
negotiated or was instrumental in negotiating or consummating this Lease.

16.09             Interpretation, Landlord and Tenant

                  It is hereby  agreed that in construing  this Lease,  the word
"Tenant"  and the  personal  pronoun  "he" or "his"  relating  thereto  and used
therewith  shall be read and  construed  as  "Tenant" or  "Tenant's"  and "his",
"her",  "it",  "its" and  "their"  respectively  as the number and gender of the
party or parties  referred  to in each case  require  and the number of the verb
agreeing therewith shall be considered as agreeing with the said word or pronoun
so  substituted.  It is further  provided that the Landlord,  its successors and
assigns,  the  Tenant  and their  respective  heirs,  executors,  administrators
permitted successors and permitted assigns shall be respectively bound by and be
entitled to the benefit of these  presents and of the like manner as if the word
"successors  and assigns"  were  inserted  next after the words  "Landlord"  and
"Tenant" throughout, unless the context shall require different construction. It
is    further    agreed    that    where   the   Tenant   is   more   than   one
person/entity/corporation, all persons/entities/corporations designated as being
part of the Tenant shall be jointly and severally bound by the terms,  covenants
and agreements  contained in the Lease. The term "mortgage" and "mortgagee" when
used herein shall also mean respectively "charge" and "chargee".

16.10             Deleted


16.11             Deleted

16.12             Energy Conservation

                  The Tenant  covenants  with the Landlord to cooperate with the
Landlord in  conserving  energy in the  Development  including  complying at the
Tenant's own cost with all reasonable  requests and demands of the Landlord made
with a view to  energy  conservation.  Any  reasonable  expenditure  made by the
Landlord  in an effort to  promote  energy  conservation  shall be  included  in
Operating Costs in the financial year in which such expenditure was incurred.

16.13             Additional Terms and Conditions

                  The Landlord and Tenant  acknowledge  and agree that the terms
and  conditions  of this  Lease  are  subject  to  those  additional  terms  and
conditions  as outlined in Schedule  "B"  attached  hereto which forms a part of
this Lease.


                  IN WITNESS  WHEREOF  the  Parties  hereto by their  respective
signing officers, have executed this Agreement as of 24th day of November, 1997.



                                            715864 ALBERTA LTD.


                                           PER: /s/Mark Schlossberg




                                           SAVILLE SYSTEMS CANADA LTD.


                                           PER: /s/Christopher A. Hanson


                                           PER: /s/Jane Lewchuk


                                           SAVILLE SYSTEMS PLC


                                           PER: /s/Christopher A. Hanson


      SCHEDULE "A" TO THAT CERTAIN OFFICE LEASE MADE AS OF THE 24th DAY OF
      NOVEMBER, 1997, BETWEEN 715864 ALBERTA LTD. (AS LANDLORD) AND SAVILLE
                         SYSTEMS CANADA LTD. (AS TENANT)

                                  (Floor Plan)



<PAGE>


      SCHEDULE "B" TO THAT CERTAIN OFFICE LEASE MADE AS OF THE 24th DAY OF
      NOVEMBER, 1997, BETWEEN 715864 ALBERTA LTD. (AS LANDLORD) AND SAVILLE
    SYSTEMS CANADA LTD. (AS TENANT) AND SAVILLE SYSTEMS PLC (AS INDEMNIFIER)



1.                RENEWAL OPTION

  Provided the Tenant is not in default  under the Lease and it shall have given
  the Landlord six (6) months written notice of its election to renew the Lease,
  but no  earlier  than  nine (9)  months  prior to the  expiration  of the Term
  hereof, the Tenant shall have the option to renew the Lease for a further term
  of five (5) years (the  "Renewal  Term")  upon the same  terms and  conditions
  except the Tenant inducements and allowances as outlined herein, the option to
  renew  provision  and the minimum rent (the  "Renewal  Minimum  Rent") for the
  Renewal Term shall be the then fair market rent for the Leased  Premises to be
  negotiated  between the  Landlord  and the Tenant.  Provided  however,  if the
  Landlord and Tenant cannot agree on the Renewal  Minimum Rent by the ninetieth
  (90th) day prior to the  expiration  of the Term,  the  Tenant  shall have the
  right to revoke  its  notice of  election  to renew the Lease and any right or
  obligation  to  renew  shall be  cancelled.  If such  revocation  right is not
  exercised,  then the Renewal  Minimum  Rent shall be  determined  by three (3)
  accredited real estate brokers (the "Three Experts") at least thirty (30) days
  prior to the  expiration  of the Term of the  Lease,  which  experts  shall be
  familiar with rental rates in the area of the Lease Premises. One of the Three
  Experts shall be appointed by the Landlord (the  "Landlord's  Expert") and all
  costs associated with the Landlord's  Expert shall be the sole  responsibility
  of the  Landlord,  and one  expert  shall  be  appointed  by the  Tenant  (the
  "Tenant's  Expert") and all costs associated with the Tenant's Expert shall be
  the sole  responsibility  of the Tenant.  The  appointment  of the third (3rd)
  expert (the "Third Expert") shall be agreed upon by the Landlord's  Expert and
  the Tenant's  Expert and fifty (50%) percent of costs  attributed to the Third
  Expert shall be borne by the Tenant and the  remaining  fifty (50%) percent of
  the costs  attributable  to the Third Expert  shall be borne by the  Landlord.
  Together,   the  Three  Experts,   acting  reasonably  shall  make  the  final
  determination  of the  Renewal  Minimum  Rent and should the Three  Experts be
  unable to agree  among  themselves  on the  determination,  the opinion of the
  majority,  being two (2) of the Three  Experts,  shall be final and binding on
  the Landlord and Tenant. During any arbitration,  the Tenant may remain in the
  Leased  Premises on the same terms and conditions as set out in this Lease and
  the Renewal  Minimum Rent shall be the same as the Minimum Rent payable during
  the last year of the Term until the final determination of the Renewal Minimum
  Rent for the renewal period has been made.

2.                PARKING

  The Landlord shall make available to the Tenant  sixty-one (61) parking stalls
  located in the underground  parking garage of the  Development  throughout the
  Term of the Lease.  The Landlord further agrees to provide the Tenant with the
  use of seventeen (17) surface parking stalls at no charge  throughout the Term
  of the Lease and shall  allow the  Tenant at its own cost to  install  signage
  designating specific parking stalls as visitor parking. The Landlord agrees to
  use its best  efforts to secure an  additional  one  hundred  and fifty  (150)
  parking  stall across from the  Development  currently  known as the Allendale
  Bingo and the Tenant  agrees to pay all costs  associated  with  securing  the
  additional parking stalls inclusive of ongoing rental costs and G.S.T..

3.                FIXTURING

  The Tenant shall be granted  unlimited  access to the Leased  Premises  within
  fifteen  (15) days after  execution  of the Lease for the purpose of preparing
  the Leased  Premises for their intended use. The Landlord shall use every best
  effort to complete the Landlord's Work prior to the Fixturing  Period,  but if
  necessary to complete the  Landlord's  Work, the Landlord and the Tenant shall
  coordinate  their efforts and have joint access to the Leased Premises for the
  purpose of completing their  respective work.  During the Fixturing Period the
  Tenant shall not be required to pay any Net or Additional Rent.

  In the event that the  Tenant's  access to the Leased  Premises  is delayed so
  that the  Fixturing  Period  is less than  ninety  (90)  days,  then all dates
  contained  herein  including  the  Commencement  Date and  shall  be  adjusted
  accordingly  with no loss of  benefit  to the  Tenant.  All  other  terms  and
  conditions shall remain as agreed to in the Offer.

4.                PERMITS AND APPROVALS

  It is the  Tenant's  responsibility  to secure all of the  necessary  building
  permits  and  approvals  required  by the  City  of  Edmonton  and  any  other
  applicable  government  authority  having  jurisdiction,   as  it  applied  to
  occupancy and leasehold improvements. The Tenant shall also be responsible for
  making  application  for a certificate of occupancy if required by the City of
  Edmonton as it applies to its leasehold improvements.


5.                LEASEHOLD IMPROVEMENT ALLOWANCE

  The Landlord  agrees to provide,  based on  professionally  prepares plans and
  specifications   approved  by  the  Tenant,   an  allowance  (the   "Leasehold
  Improvement  Allowance")  for the  Leased  Premises,  the cost of which  shall
  include  but not be limited to all design  and  consultant  fees,  demolition,
  heating,   ventilation,   and  air  conditioning  modification,   construction
  materials  and  labour,   electrical  and  lighting  finishes.  The  Leasehold
  Improvement Allowance shall be up to a maximum of fifteen ($15.00) dollars per
  square foot of Rentable  Area of the Leased  Premises and shall be paid on the
  following basis:

  a)   Fifty  (50%)  percent of the net  amount of the  invoice  payable,  after
       deduction of all  holdbacks  required by the Canadian Lien Act of Alberta
       ("Act") shall be paid by the Landlord to the Tenant  within  fifteen (15)
       days of  receipt  of the  invoice  and the  certificate  of the  Tenant's
       architect  that the work  subject to the  invoice has been  completed  in
       accordance with the plans and specifications of the subject work; and

  b)   The remaining  amounts of the invoices  payable  including all holdbacks,
       shall be paid by the Landlord to the Tenant  forthwith  after the receipt
       by the Landlord of the  certificate  of the Tenant's  architect  that the
       Leasehold  Improvements have been  substantially  completed in accordance
       with the plans and  specifications and that all periods for the filing of
       liens  under the Act,  without  any notice of lien of any  contractor  or
       subcontractor having been filed.

  The Tenant shall repay the Leasehold  Improvement Allowance to the Landlord by
  amortizing  such costs over the Term of the Lease to be paid on the same dates
  as the payment of Minimum Rent. At fifteen  ($15.00)  dollars per square foot,
  the amortized  cost of the  Leasehold  Improvements  Allowance  payable by the
  Tenant shall be four dollars and thirty-two  ($4.32) cents per square foot per
  annum. No Landlord  mark-up will be charged to the Tenant for services related
  to Leasehold  Improvements.  The Tenant  acknowledges  that this is calculated
  based on an annual  interest rate of nine (9%)  percent,  or three dollars and
  seventh-two  cents  ($3.72) per square foot plus  commissions  of sixty ($.60)
  cents per square  foot.  The Tenant  itself shall pay for the costs of any and
  all costs  which  exceed  fifteen  ($15.00)  dollars  per  square  foot of the
  Rentable Area of the Leased Premises (four hundred and  twenty-eight  thousand
  seven hundred and  forty-five  ($428,745.00)  dollars).  The Landlord shall be
  entitled to exercise all of its remedies  under this Lease  applicable  to the
  non-payment  of Minimum or Additional  Rent in any default in by the Tenant in
  such payments or for costs exceeding the fifteen  ($15.00)  dollars per square
  foot  maximum  (four  hundred  and  twenty-eight  thousand  seven  hundred and
  forty-five  ($428,745.00)  dollars). The cost, for base building modifications
  as provided for in paragraph 6 below shall not be deducted  from the Leasehold
  Improvement Allowance.

6.                BASE BUILDING MODIFICATION

  Subject to the Landlord's approval which shall not be unreasonably withheld or
  delayed,  the  Tenant  shall,  at its  own  expense  be  permitted  to  effect
  modifications, upgrades and/or additions to the existing Base Building Systems
  affecting the Leased Premises  according to the Tenant's  consulting report as
  attached  hereto  being  Schedule  "C" to the  Offer to Lease.  Base  Building
  Systems  shall  include,  but be limited to all heating,  ventilating  and air
  conditioning systems and equipment,  electrical equipment, including lighting,
  and  plumbing,  including  sprinklers.  The  Landlord  shall  not  charge  any
  supervision  or  management  fee in  connection  with such work.  The Landlord
  agrees to  provide  the  Tenant  with an  allowance  up to a maximum  of eight
  ($8.00)  dollars per square foot of the Rentable  Area of the Leased  Premises
  (two   hundred  and   twenty-eight   thousand   six  hundred  and   sixty-four
  ($228,664.00) dollars) for purposes of making such modifications. The Landlord
  agrees to pay all of the Tenant's  invoices up to such maximum  within fifteen
  (15) days of receipt.

7.                EARLY OCCUPANCY

  To the extent  that the  Leasehold  Improvements  are  completed  prior to the
  commencement  Date,  the Tenant shall be permitted  occupancy  free of Minimum
  Rent  and  Additional  Rent  until  the  Commencement  Date.  Other  than  the
  requirement to pay Minimum Rent and Additional  Rent, all terms and conditions
  of this Lease shall be in full force and effect during this period.

8.                RESTORATION

  Notwithstanding  any other  provision  in this  Lease,  it is agreed  that the
  Tenant  shall not be required to restore the Leased  Premises to the  original
  condition.  Upon  expiry of the  Lease,  the  Tenant  shall  leave the  Leased
  Premises in a vacant, broom-swept condition.

9.                BUILDING ACCESS

  Except in the cases of  emergency,  the Landlord  agrees to provide the Tenant
  with access to the  Development  on a twenty-four  (24) hour basis,  seven (7)
  days a weeks  throughout  the main  lobby,  stairs  and  entrances  as well as
  parking lots and all elevators. The Landlord agrees that the existing security
  (card access) or the equivalent will be available to the Tenant throughout the
  Term of the Lease and there  will be no access to the  Leased  Premises  other
  than through card access.


10.               SIGNAGE

  Provided the Tenant is the original  lessee,  Saville Systems Canada Ltd., and
  is itself in possession of and  conducting  its business from the whole of the
  Leased  Premises,  the Tenant shall have the sole right to install a corporate
  sign (the "Sign") at the Tenant's sole  expense,  to be located on and affixed
  to the Development.  Details as to location,  colour,  size,  style,  wording,
  character, installation, operation, maintenance and materials (as each relates
  to the Sign) shall be provided in writing to the Landlord  for the  Landlord's
  written approval. The Tenant must receive written approval from Landlord prior
  to  installation of the Sign and the Sign shall be in full compliance with all
  existing governmental regulations and/or bylaws. The Landlord agrees to remove
  the  existing  signage  and repair any  damages as a result of removal of such
  signage  at its  sole  cost.  The  Landlord  shall  provide  the  Tenant  with
  identification  signs  posted on ground floor lobby  directory  boards and the
  Development's exterior at Tenant's cost.

11.               LEASE CANCELLATION

  Notwithstanding anything contained in this Lease to the contrary, provided the
  Tenant is then carrying on business in the Leased  Premises,  the Tenant shall
  have the right to terminate this Lease on the fourth (4th)  anniversary of the
  Term  Commencement  Date of this  Lease upon  providing  not less than six (6)
  months'  prior  written  notice to the  Landlord.  During the six (6)  months'
  notice  period,  the Tenant  shall have the right to either  occupy the Leased
  Premises  under the Terms of this Lease or vacate the Leased  Premises and pay
  the  Landlord  a lump sum equal to the  Minimum  Rent to be paid  during  such
  notice period.  In addition,  in the event that the Tenant exercises the right
  to terminate its Lease in the manner  described  above,  then the Tenant shall
  pay to the  Landlord  a lump  sum of one  hundred  and  seventy-five  thousand
  ($175,000.00)  dollars on the  termination  date as a fee for exercising  such
  right.

12.               1997 ADDITIONAL RENTS

  The Landlord  agrees that all Additional Rent will not exceed the sum of seven
  (7.00) dollars per square foot of Rentable Area for 1997.



<PAGE>


      SCHEDULE "C" TO THAT CERTAIN OFFICE LEASE MADE AS OF THE 24th DAY OF
      NOVEMBER, 1997, BETWEEN 715864 ALBERTA LTD. (AS LANDLORD) AND SAVILLE
    SYSTEMS CANADA LTS. (AS TENANT) AND SAVILLE SYSTEMS PLC (AS INDEMNIFIER)





                              RULES AND REGULATIONS

                                 (Section 7.06)


1.        The sidewalks,  entrances,  elevators,  stairways and corridors of the
          Development  shall not be  obstructed  by the Tenant or used by it for
          any  other  purpose  than  for  ingress  and  egress  to and  from its
          respective  offices,  and the  Tenant  shall  not place or allow to be
          placed in the hallways,  corridors or stairways any waste paper, dust,
          garbage,  refuse or anything  whatsoever  that shall tend to make them
          appear unclean or untidy.

2.        The skylights and windows that reflect or admit light into passageways
          or  into  any  place  in  the  Development  shall  not be  covered  or
          obstructed by the Tenant, and no awnings,  curtains or blinds shall be
          put up without the prior written consent of the Landlord.

3.        The  Tenant,  its  servants,  agents,  and  invitees  shall  use  such
          water-closets,  other water  apparatus and washroom  facilities in the
          Development  as shall be from time to time  designated by the Landlord
          for use in connection  with the Leased  Premises.  The  water-closets,
          other water  apparatus and washroom  facilities  shall not be used for
          any purpose  other than those for which they were  constructed  and no
          sweepings,  rubbish,  rags,  ashes or other substances shall be thrown
          therein.  The cost of repairing any damage resulting from misuse shall
          be borne by the Tenant.  The Tenant shall not let the water run unless
          in actual use.

4.        No safe, heavy merchandise or anything liable to injure or destroy any
          part of the Development  (the "Item") shall be taken into or out of it
          without the consent of the  Landlord,  and the  Landlord  shall in all
          cases retain the power to prescribe the weight, and indicate the place
          where said Item is to stand.  The cost of repairing any and all damage
          done to the  Development by taking in or putting out an Item or during
          the time it is in or on the  Leased  Premises,  shall be paid for,  on
          demand,  by the Tenant who so causes it, as Additional Rent. No Tenant
          shall load any floor beyond its reasonable weight-carrying capacity.

5.        The Tenant,  its agents,  servants and invitees shall not make, commit
          or permit any improper noises in the Development, or interferes in any
          way with other tenants or those having business with them.

6.        Nothing  shall be  thrown  by the  Tenant,  its  servants,  agents  or
          invitees,  out of the  windows  or doors or down or into the  passage,
          elevator shafts or skylights of the Development.

7.        No birds or animals shall be kept in or about the Leased Premises, nor
          shall musical instruments be played in the Leased Premises.

8.        The  Tenant  shall  not  permit  the  Leased  Premises  to be used for
          sleeping  apartments or  residential  purposes,  or for the storage of
          personal  effects  or for  articles  other  than  those  required  for
          business purposes.

9.        No public or  private  auction  of other  similar  type of sale of any
          goods,  wares or merchandise  shall be conducted in or from the Leased
          Premises.

10.       No  telephonic,   telegraphic,   electronic   wire  service  or  other
          connections  or  electric  wiring  shall be made in places  other than
          those  designated  by the  Landlord  or without the  authority  of the
          Landlord,  who will  direct the  electricians  or other  workmen as to
          where and how any wires or equipment are to be introduced  and without
          any such  directions,  no  boring  or  cutting  or  otherwise  will be
          permitted.

11.       Furniture,  fixtures, equipment and construction equipment,  materials
          and  supplies  shall  not be taken  into or  removed  from the  Leased
          Premises  except at such times and in such manner as may be previously
          consented  to and  approved  by the  Landlord  in  writing.  No  heavy
          furniture  shall be moved over floors of offices,  halls,  landings or
          stairs so as to mark same.

12.       Nothing shall be placed on the outside of window sills or  projections
          of  the   Leased   Premises,   nor   shall   the   Tenant   place  any
          air-conditioning  unit or any other equipment or projection so that it
          will  project out from the Leased  Premises  beyond the surface of the
          main  walls  of  the   Development.   The   Tenant  may  not   install
          air-conditioning  equipment  of any  kind in any  part  of the  Leased
          Premises without the prior written consent of the Landlord.

13.       All glass and trimmings in, upon or about the doors and windows of the
          Leased  Premises  shall be kept whole,  and  whenever any part thereof
          shall  become  broken,  the same  shall  be  immediately  replaced  or
          repaired under the direction and to the  satisfaction  of the Landlord
          and shall be paid for by the Tenant as Additional Rent.

14.       No bicycles or other vehicles shall be brought within the  Development
          except as specifically designated by the Landlord.

15.       No  inflammable  oils or other  inflammable,  dangerous  or  explosive
          materials  shall be brought into the  Development or kept or permitted
          to be kept in the Leased Premises.

16.       Notwithstanding Section 6.01(a) of the Lease, the Tenant shall not use
          the elevators in the Development for delivery of supplies,  freight or
          merchandise  to  or  from  the  Leased  Premises  except  during  such
          reasonable intervals and hours as the Landlord may designate and if an
          elevator  operation  is provided by the  Landlord for such purpose the
          Tenant will pay, as Additional Rent, a reasonable price for the use of
          such elevator.

17.       No locks  shall be placed on any access  doors of the Leased  Premises
          without the prior written  consent of the Landlord.  The Landlord may,
          at its  option  require  that any or all  such  locks be a part of the
          Landlord's master keying system.

18.       Notwithstanding  Section 6.01(a) of the Lease, the Landlord shall have
          the  right  to  regulate  delivery  of food  and  beverages  into  the
          Development and the Leased Premises.

19.       The  Tenant  shall not use nor  permit  to be used any hand  trucks or
          wagons or other portable machinery for transporting food,  merchandise
          or other goods into the Leased  Premises or within the Common Areas of
          the Development except as may have received the prior written approval
          of the Landlord.

20.       No persons will be allowed into the Development outside Business Hours
          without  an  authorized  access  card to their  office  premises.  The
          Landlord may institute a photo-identification security system in which
          case photo  identification  cards,  at the  Tenant's  expense,  may be
          obtained from the Landlord's security company.

21.       The  Tenant  shall  immediately  notify  the  Landlord  if  any of the
          Tenant's Access Cards to the Development have been lost or misplaced.

22.       Should the Tenant  require  any lampage  which is not  standard to the
          Building,  such lampage shall be at the sole expense of the Tenant and
          the Tenant shall maintain a supply of replacement bulbs as required by
          the Landlord's personnel.


<PAGE>


      SCHEDULE "D" TO THAT CERTAIN OFFICE LEASE MADE AS OF THE 24th DAY OF
      NOVEMBER, 1997, BETWEEN 715864 ALBERTA LTD. (AS LANDLORD) AND SAVILLE
    SYSTEMS CANADA LTD. (AS TENANT) AND SAVILLE SYSTEMS PLC (AS INDEMNIFIER)




PLAN 3553P
BLOCK FORTY ONE (41)
LOTS ONE (1) TWO(2) AND THREE(3) EXCEPTING THEREOUT: ALL THAT
PORTION OF SAID LOT ONE (1) WHICH LIES NORTHEAST OF A LINE
JOINING TWO POINTS ON EAST AND NORTH BOUNDARIES OF THE SAID
LOT, FOUR AND SIX TENTHS (4.6) METRES RESPECTIVELY DISTANT
SOUTHERLY AND WESTERLY FROM THE NORTHEAST CORNER THEREOF
EXCEPTING THEREOUT ALL MINES AND MINERALS


AND


PLAN 3553P
BLOCK 41
LOTS 4 AND 5
EXCEPTING THEREOUT ALL MINES AND MINERALS







<PAGE>



                SCHEDULE "E" TO THAT CERTAIN OFFICE LEASE MADE AS
                OF THE 24th DAY OF NOVEMBER, 1997, BETWEEN 715864
              ALBERTA LTD. (AS LANDLORD) AND SAVILLE SYSTEMS CANADA
            LTD. (AS TENANT) AND SAVILLE SYSTEMS PLC (AS INDEMNIFIER)



                                 OFFER TO LEASE
                                      (ICI)

TO:  715884 ALBERTA LTD.                                     Lessor (Landlord)

1/WE  SAVILLE SYSTEMS CANADA, LTD.                           Lessee (Tenant)
having  inspected  the  premises  or plans,  hereby  offer to lease  through  CB
Commercial  Real  Estate  Group  Canada,  Inc.  (Broker),   the  premises  known
municipally  as  5020  104th  Street,   in  the  City  of  Edmonton   comprising
approximately 28,583 of gross rentable square feet floor more or less for a term
of five (5) years from January 1st, 1998 to December 31st,  2002, at a rental of
$ See Schedule "A" per annum payable $ See Schedule "A" monthly,  in advance, on
the first day of each month during the said term.

Cash/Cheque  in the amount of  $70,087.90  as a deposit,  payable to the Listing
Broker  in trust  for the  Lessor,  is  submitted  herewith  to be held  pending
completion  or other  termination  of this  Agreement,  and is to be credited on
account of rental payments as they become due.

The lease shall be drawn by the Lessor and executed by the Lessee and the lessor
forthwith  subject to  amendments  as  negotiated  between the  Lessor's and the
Lessee's  Solicitors,  both acting  reasonably upon the execution of the written
Offer to Lease, the Lessor shall supply the Lessee with a Standard Form of Lease
for perusal and comments by the Lessee and its solicitors.

The Premises is to be used for general  office  purposes  and/or data centre and
all other uses permitted by prevailing municipal by-laws.

IT IS UNDERSTOOD AND AGREED that


SCHEDULES "A", "B" AND "C" ATTACHED HERETO SHALL BE READ WITH AND FORM A PART OF
THIS OFFER TO LEASE


It is further  understood that all  representations  by the Lessor or any of his
representatives, are set out in this Agreement.

The heirs, executors, administrators,  successors and assigns of the undersigned
are bound by the terms hereof. This Agreement shall be read with such changes of
gender or number as may be required by the context.

DATED AT   Edmonton this 17th day of July 1997

SIGNED, SEALED and DELIVERED IN WITNESS whereof I have hereunto set my hand and 
seal:
In the presence of                          I have authority to bind the Company
                                            SAVILLE SYSTEMS CANADA, LTD.

                                            /s/ Jane Lewchuk           97-07-19


I hereby  accept  the  above  Offer and  agree  with the named  Broker to pay in
consideration  of procuring this Offer a commission of as per exclusive  listing
agreement.

Any  deposit in respect of any  agreement  shall  first be applied to reduce the
commission  payable.  Should  such  amounts  paid to you from the  deposit or by
my/our solicitor not be sufficient, I shall be liable to pay you, on demand, any
deficiency in commission and taxes owing on such commission. All amounts set out
as  commission  are to be paid plus  applicable  federal  goods and services tax
(G.S.T.) on such commission.

DATED AT ______________ this _______day of _____________19________

SIGNED, SEALED and DELIVERED IN WITNESS whereof I have hereunto set my hand and 
seal:
In the presence of                          I have authority to bind the Company
                                            715864 ALBERTA LTD.


                                  SCHEDULE "A"

To be read with and form a part of this Offer to Lease between:

715864 ALBERTA LTD. (LESSOR) AND
SAVILLE SYSTEMS CANADA, LTD. (LESSEE)


1.        LEASE

         The  Lease  shall be drawn on the  Lessor's  standard  form but will be
         otherwise subject to the terms herein.  The Lease may not conflict with
         any of the  provisions of the Offer but may deal in greater detail with
         the matters dealt with herein as well as other matters  normally  dealt
         with in commercial  office leases and subject to such amendments as may
         be  reasonably  requested by the Lessee and the Lessor in  consultation
         with their  solicitors.  The Lease shall be  executed  by both  parties
         within  fifteen (15) business days of acceptance of the Offer and prior
         to commencement of any Lessee work.

2.        NET RENT

         The  Lessee  shall pay to the Lessor  the  following  net rent in equal
         monthly installments in advance on the first day of each calendar month
         at the rate of:

         January 1, 1998 - December 31, 1998   $2.43 per square foot per annum
         January 1, 1999 - December 31, 1999   $2.93 per square foot per annum
         January 1, 2000 - December 31, 2000   $3.43 per square foot per annum
         January 1, 2001 - December 31, 2001   $3.93 per square foot per annum
         January 1, 2002 - December 31, 2002   $4.43 per square foot per annum

3.        ADDITIONAL RENT

         In  addition  to the  above  net  rent a  proportionate  share of costs
         applicable to the leased premises all as more particularly  outlined in
         the Lease,  including realty taxes,  operating  expenses and electrical
         power, applicable to the Leased Premises, will be paid by the Lessee in
         equal monthly  installments as additional rent, and shall be subject to
         escalation  from time to time  throughout  the term of the  Lease.  The
         Lessor agrees that all  additional  rents will not exceed Seven Dollars
         ($7.00) per rentable square foot for 1997.

4.        PREMISES

         Approximately 28,583 square feet of gross rentable area in the building
         ("Initial  Premises")  subject to actual measurement in accordance with
         the  B.O.M.A.  standard  method  of  measuring  floor  area  in  office
         buildings.

5.        AUDIT OF ADDITIONAL RENT

         The Lessor shall provide annually to the Lessee, an unaudited statement
         of Additional Rent within one hundred and eight (180) days of year end.
         Said  statement  shall be completed by a certified  accountant or other
         independent qualified financial person. The Lessee or the Lessor as the
         case may be,  has the  right to remedy  any  differences  between  said
         statement and the  additional  rent paid by the Lessee to the Lessor in
         the previous year of the Lease term.

6.        CONDITION OF PREMISES

         The Lessee accepts the Premises in "as is" condition.  The Lessee shall
         be  responsible,   at  its  own  expense,   for  any  modifications  or
         renovations  within the Premises,  subject to Paragraph  #12/29 of this
         Offer.

7.        FIXTURING PERIOD

         The Lessee shall be granted  unlimited  access to the  Premises  within
         fifteen  (15) days  after  execution  of the Lease for the  purpose  of
         preparing  the  Premises for their  intended  use. The Lessor shall use
         every best effort to complete the Lessor's  Work prior to the Fixturing
         Period,  but if necessary to complete the Lessor's Work, the Lessor and
         the Lessee shall  coordinate their efforts and have joint access to the
         Premises for the Purpose of completing their  respective  work.  During
         the Fixturing Period the Lessee shall not be required to pay any Net or
         Additional Rent.

8.        OCCUPANCY - DELAY

         In the event that the  Lessee's  access to the  Premises  is delayed so
         that  the  Fixturing  Period  is less  than 90  days,  then  all  dates
         contained herein including the Commencement  Date and shall be adjusted
         accordingly with no loss of benefit to the Lessee.  All other terms and
         conditions shall remain as agreed to in this Offer.

9.        LESSEE'S WORK

         The Lessee shall be permitted to construct  Leasehold  Improvements  in
         the premises (the Lessee's  Work),  at its sole expense save and except
         the  Lessor's  Leasehold  Improvements  allowances  and in a  good  and
         workmanlike  manner, in accordance with a space plan to be finalized by
         the Lessee,  subject to the Lessor's prior approval of all plans, which
         approval  shall not be  unreasonably  withheld or  delayed.  The Lessee
         shall be permitted to select its own contractors,  consultants, trades,
         mechanical and electrical contractors, etc. The Lessee shall coordinate
         the construction of the Leasehold Improvements and will not be required
         to pay any supervision or management fees to the Lessor.

10.       WORKING DRAWINGS

         The Lessee shall submit to the Lessor for approval which approval shall
         not be unreasonably withheld, working drawings of the proposed Lessee's
         improvements to the Leased Premises, which drawings must be approved by
         the Lessor  prior to the  commencement  of any such work,  and provided
         further  that  such  work  shall  be done  by  qualified  and  licensed
         contractors  or  sub-contractors.  The Lessee shall  improve the Leased
         Premises to a standard in keeping with the  appearance and character of
         a first class office building.

11.       PERMITS AND APPROVALS

         It is the Lessee's  responsibility to secure all the necessary building
         permits and  approvals  required by the City of Edmonton  and any other
         applicable governmental authority having jurisdiction, as it applies to
         occupancy  and  leasehold  improvements.   The  Lessee  shall  also  be
         responsible  for making  application  for a certificate of occupancy if
         required  by the  City of  Edmonton,  as it  applies  to its  leasehold
         improvements.

12.       LEASEHOLD IMPROVEMENT ALLOWANCE

         The Lessor agrees to provide,  based on  professionally  prepared plans
         and  specifications  approved  by the Lessee,  a Leasehold  Improvement
         Allowance for the Leased Premises, the costs of which shall include but
         not be limited to all design and consultant fees, demolition,  heating,
         ventilation and air conditioning  modifications,  construction material
         and labour, electrical and lighting and finishes.

         The  Lessor  shall  pay  for  the  cost  of the  Leasehold  Improvement
         Allowance up to a maximum of Fifteen  Dollars  ($15.00) per square foot
         of Rentable  Area leased.  The Lessee shall repay the total cost of the
         Leasehold  Improvement Allowance to the Lessor by amortizing such costs
         over the Term of the lease to be paid on the same dates as the  payment
         of Basic Rent. The amortized cost of Leasehold  Improvements payable by
         the Lessee  shall be Four  Dollars  and  Thirty-Two  Cents  ($4.32) per
         square foot per annum.  No Lessor  markup will be charged to the Lessee
         for services  related to Leasehold  Improvements.  The Lessee shall pay
         for the cost of any and all costs which exceed Fifteen Dollars ($15.00)
         per square  foot of the  Rentable  Area  leased.  The  Lessor  shall be
         entitled to exercise  all of its remedies in this Lease  applicable  to
         the  non-payment of Basic Rent in respect of any default in the payment
         of any payments of such costs for Leasehold  Improvements  and for such
         costs  exceeding  Fifteen  Dollars  ($15.00)  per square  foot.  At the
         termination  of the Lease,  the Lessee shall not be required to restore
         the Leased  Premises to the original base  building  standard or to the
         condition existing prior to the commencement of the Lease.

         The  cost,  for the  base  building  modifications  including,  without
         limitation, the demolition of the existing improvements,  Clause #29 of
         this  Offer  to  Lease,  shall  not  be  deducted  form  the  Leasehold
         Improvement Allowance.

13.       EARLY OCCUPANCY

         To the extent that the Leasehold  Improvements  are completed  prior to
         the  Commencement  Date,  the Lessee shall be permitted  occupancy on a
         Gross Rent free basis until the  Commencement  Date.  During this gross
         rent free period all terms and conditions of the Lease shall be in full
         force and effect.

14.       RESTORATION

         It is  understood  and agreed that the Lessee  shall not be required to
         restore the Premises to their  original  condition.  Upon expiry of the
         Lease,  the Lessee  shall  leave the  Premises  in vacant,  broom-swept
         condition.

15.       OPTION TO RENEW

         The Lessee,  if not then in default under the Lease,  either in payment
         of rent or observance of the covenants  therein,  shall have the Option
         to renew the Lease for a further term of five (5) years upon giving the
         Lessor at least six (6)  months'  notice of the  exercise of such right
         subject to  substantially  the same  provisions as are contained in the
         Lease except that there shall be no further right of renewal,  the rent
         for the extended  term the New Annual Basic Rent shall be the then fair
         market rent for the Premises with allowance for improvement  allowance,
         turnkey  package and/or cash  inducements  given by Lessor's to achieve
         such rent  which rent shall be  negotiated  between  the Lessor and the
         Lessee at that time.

         In the event that the parties  cannot arrive at a mutually  agreed upon
         New Annual Basic Rent for the Premises within three (3) months prior to
         the  expiration of the term,  the Lessee shall have the right to revoke
         its notice of intent to renew  within  five (5) days from such date (in
         which case the notice shall be deemed to never have been sent)  failing
         which the  matter  shall be  determined  by three (3)  accredited  real
         estate brokers (the "Three Experts") at least thirty (30) days prior to
         the  expiration  of the Lease  Term,  which  experts  shall be familiar
         rental  rates  in the  area  of the  Premises,  one of  whom  shall  be
         appointed by the Lessor (the "Lessor's Expert) and all costs associated
         with  the  Lessor's  Expert  shall be the  sole  responsibility  of the
         Lessor,  and one expert shall be  appointed  by the Less (the  Lessee's
         Expert) and all costs  associated with the Lessee's Expert shall be the
         sole  responsibility of the Lessee. The appointment of the third expert
         (the "Third  Expert")  shall be agreed upon by the Lessor's  Expert and
         the Lessee's  Expert and fifty percent (50%) of costs  attributable  to
         the Third Expert shall be borne by the Lessee and the  remaining  fifty
         percent (50%) of costs  attributable to the Third Expert shall be borne
         by the Lessor.  Together the Three Experts,  acting  reasonably,  shall
         make the final  determination  of New Annual  Basic Rent and should the
         Three Experts be unable to agree among themselves on the determination,
         the opinion of the majority,  being two(2) of the Three Experts,  shall
         be  final  and  binding  on the  Lessor  and  the  Lessee.  During  any
         arbitration,  the Lessee may remain in the  Premises  on the same terms
         and  conditions  as are set out in this Offer to Lease and in the lease
         and the  annual  net rent shall at the same rate as the annual net rent
         payable  during  the last year of the first  renewal  period  until the
         final determination of New annual Basic Rent has been made.

16.       BUILDING ACCESS

         Except in cases of  emergency,  the Lessor agrees to provide the Lessee
         with access to the building on a twenty-four (24) hour basis, seven (7)
         days a week through the main  lobbies,  stairs and entrances as well as
         parking  lots and all  elevators.  The Lessor  agrees that the existing
         security  (card  access) or the  equivalent  will be  available  to the
         Lessee  throughout  the term of the  Lease,  and that  there will be no
         access to the Premises other than through card access.

17.       DEPOSIT

         Upon  execution  of this  Lease and  waiver of all  conditions  by both
         parties, the Lessee shall deliver to the Selling Broker a deposit equal
         to Two (2) month gross rent.  The Selling Broker shall hold these funds
         in an interest bearing account,  with interest accruing to the Lessee's
         account,  bearing  interest at the then  current  rates  offered by the
         Selling  Broker's  Canadian  Chartered  Bank.  The full  amount  of the
         Deposit  together  with all  accrued  interest  shall be applied to the
         first rents owing as at the Commencement Date.

18.       ASSIGNMENT AND SUBLETTING

         The Leases  shall have the right to sublet the  Premises at any time or
         times  with  the  Lessor's   consent,   which   consent  shall  not  be
         unreasonably withheld.

19.       USE OF PREMISES

         The Lessee  shall not cause,  suffer or permit the  Premises to be used
         for any purpose  other than general  office space and/or data centre or
         any other permitted use under the municipal by-laws.

20.       IDENTIFICATION

         The Lessor shall provide the Lessee with identification signs posted on
         ground  floor  lobby  directory  boards and the  building  exterior  at
         Lessee's cost.

21.       SIGNAGE

         Provided that lessee is the original  Lessee,  Saville  Systems Canada,
         Ltd. and is itself in  possession of and  conducting  its business from
         the whole of the Premises Lessee shall have the sole right to install a
         corporate sign ("Sign") at Lessee's sole expense,  to be located on and
         affixed to the Building.  Details as to location,  colour,  size style,
         wording, character, installation, operation, maintenance, and materials
         (as each  relates to the Sign)  shall be  provided in writing to Lessor
         for Lessor's  written  approval.  Lessee must receive written  approval
         from Lessor prior to installation of the sign and the sign shall in all
         ways be in full compliance with all existing  governmental  regulations
         and/or  by-laws.  The  Lessor  further  agrees to remove  the  existing
         signage  and  repair  any  damages  as a result of the  removal of such
         signage at its sole cost. All agreements  relating to building  signage
         shall be completed at the time of the execution of the Lease.

22.       LEASE CANCELLATION

         Initial Premises

         Notwithstanding  anything  contained in the Lease to the contrary,  and
         provided  Saville Systems Canada,  Ltd. are carrying on business in the
         Premises, the Lessee shall have the right to terminate the Lease on the
         fourth  anniversary of the Term of the Lease upon not less than six (6)
         months prior  written  notice to the Lessor.  During the six (6) months
         notice  period,  the Lessee shall have the right to occupy the Premises
         under the terms of its Lease, or the Lessee may vacate the premises and
         pay the Lessor a lump sum equal to the gross rent remaining during said
         notice period.

         In the event the Lessee  exercises  the right to terminate its Lease as
         of the fourth (4th) anniversary in the manner described above, then the
         Lessor  shall be entitled to receive  from the Lessee a lump sum of One
         Hundred and Seventy-Five Thousand Dollars ($175,000.00).  Payment shall
         occur on the date of termination.

23.       PARKING

         The Lessor shall make  available to the Lessee,  Sixty-Two (62) parking
         spaces  located  in the  underground  parking  garage  of the  Building
         throughout  the Term of the  Lease at no  charge.  The  Lessor  further
         agrees to provide  the Lessee  with the use of  Eighteen  (18)  surface
         parking space at no charge  throughout  the term of the lease and shall
         allow  the  Lessee  at their own cost to  install  signage  designating
         specific parking stalls as visitor  parking.  The Lessor further agrees
         to use its best  efforts to secure an  additional  150  parking  stalls
         across from the Premises currently known as the Allendale Bingo and the
         Lessee agrees to pay all costs  associated with securing the additional
         parking stalls.

24.       FINANCIAL STANDING

         Saville  Systems PLC agrees to guarantee the Lease  throughout the term
         on behalf of Saville Systems Canada, Ltd.

25.       LEGAL ADVICE

         The  Parties to this  Agreement  acknowledge  that CB  Commercial  Real
         Estate Group Canada,  Inc. has recommended that they obtain advice from
         their Legal Counsel prior to signing this document. The Parties further
         acknowledge  that no information  provided by CB Commercial Real Estate
         Group Canada, Inc. is to be construed as legal or tax advice.

26.       FAX TRANSMISSION

         Acceptance of this Offer may be communicated by facsimile  transmission
         of an accepted Offer or by delivery of such facsimile  without limiting
         other methods of communicating acceptance available to the parties.

27.       NO REPRESENTATION

         It  is  agreed   and   understood   that   there   are  no   covenants,
         representations,  agreements,  warranties  or  conditions  in  any  way
         relating  to this Offer  whether  express  or  implied,  collateral  or
         otherwise, except those set forth in this Offer.

28.       TIME OF THE ESSENCE

         Time is of the essence of this agreement and each part of it.

29.       BASE BUILDING MODIFICATION

         Subject to the Lessor's reasonable approval which shall not be withheld
         or delayed,  the Lessee shall at its own expense be permitted to effect
         modifications,  upgrades and/or additions to the existing base building
         systems,  affecting  the  Lessee's  Premises  according to the Lessee's
         Consulting  Report  attached  hereto as  Schedule  "C".  Base  Building
         Systems  shall  include but not be limited to all heating,  ventilating
         and air  conditioning  systems  and  equipment,  electrical  equipment,
         including  lighting,  and plumbing,  including  sprinklers.  The Lessee
         shall be  permitted  to use its own forces to  complete  the work.  The
         Lessor shall not charge any supervision or management fee in connection
         with the work.

         The Lessor  agrees to  provide  the Lessee  with an  allowance  up to a
         maximum of Eight  Dollars  ($8.00) per square foot for the  purposes of
         making modifications to the Base Building. The Lessor agrees to pay all
         Lessee  invoices to a maximum of Eight Dollars  ($8.00) per square foot
         relating to Base Building Work within fifteen (15) days of receipt.

30.       LESSEE'S CONDITIONS

         This Offer shall be  conditional  for ten (10) business days  following
         acceptance by both parties  pending  approval of the Lessee's  Board of
         Directors.  In the event that this condition is not waived,  this Offer
         shall be  considered  null  and void  with  all  deposit  monies  to be
         returned to the Lessee without interest or deduction.

31.       GOODS AND SERVICES TAX (G.S.T.)

         The Lessee covenants with the Lessor to pay, to the person or authority
         to whom they are payable,  on or before the due date  thereof,  any and
         all  sales  or  services  taxes  on  the  Lessee's  premises,   however
         designated which are levied, imposed or assessed by lawful authority in
         this Lease,  and whether they are levied,  imposed or assessed  against
         the Lessor or the Lessee. The Lessee further covenants to indemnify and
         serve the Lessor harmless from any and all liability,  costs,  expenses
         or  penalties  incurred  by the  Lessor  as a result  of such  sales or
         services  taxes.  The  Lessee's  obligation  to observe or perform this
         covenant shall survive the expiration or other termination of its Lease
         Agreement.

         The Lessor will comply with all  provisions  of the goods and  services
tax.



<PAGE>



                                  SCHEDULE "C"

                           KRAWFORD CONSTRUCTION INC.

                     Cost Estimates for Cooperators Building

                                  July 16, 1997

                                             
                                             Cost per    Square 
                                          Square Foot   Footage         Total

1.  Floor Preparation                           $0.40   x27,000    $10,800.00
2.  Demolition                                   2.15   x27,000     58,050.00
3.  New T-bar grid and Ceiling Tile              1.40   x27,000     37,800.00
     a)  Remove and reinstall existing lighting  0.65   x27,000     17,550.00
     b)  Clean existing light fixtures           0.20   x27,000      5,400.00
     c)  Relamp existing light fixtures          0.24   x27,000      6,480.00
4.  Life Safety Upgrading                           ?       n/a      5,000.00
5.  Re-ballast Existing Light Fixtures              ?       n/a      5,000.00
6.  Exterior Re-caulking of Building                ?       n/a     10,000.00
7.  Mechanical HVAC Upgrading                    4.23   x27,000    114,210.00
8.  Repair Existing Mechanical                      ?       n/a      5,000.00
9.  Clean Air Systems                               ?       n/a      6,000.00
10. Service Existing Hot Water Heater Pump          ?       n/a      1,500.00
11. New Washroom Fixtures (6)                    0.30   x27,000      8,100.00

BUDGET TOTAL (G.S.T. EXTRA)                     10.77             $290,890.00

         To Convert existing drive through area into leasable floor space:

                  a)   Exterior Windows
                  b)   Exterior Masonry
                  c)   Demolition
                  d)   Floor Preparation    +/- 40,000.00 - 50,000.00/total
                  e)   T-bar
                  f)   Electrical
                  g)   Mechanical