EXHIBIT 10.1

                                    L E A S E

                           COMMERCE VALLEY DRIVE EAST

                                MARKHAM, ONTARIO

                                    I N D E X

Tenant:

1.       Definitions
2.       Demise and Term
3.       Rent
         a) Basic Rent
         b) Additional Rent
         c) Net Lease
         d) INTENTIONALLY DELETED
         e) Delay in Occupancy
         f) Rental Deposit
4.       Calculation and Allocation of Taxes and Operating Expenses
5.       Payment of Taxes
6.       Tenant's Covenants
         a) Rent
         b) Use
         c) Prohibited Uses of Premises
         d) Waste and Nuisance
         e) Insurance
         f) Insurance Proceeds
         g) Use of Premises-- Insurance
         h) Use of Premises --Cancellation of Insurance
         i) Landlord not Liable
         j) Indemnification of Landlord
         k) Compliance with Laws
         1) Rules and Regulations
         m) Alterations
         n) Energy Conservation
         o) Repair
         p) Damage by Tenant
         q) Utilities
         r) Tenant Not to Overload Facilities
7.       Landlord's Covenants
         a) Quiet Enjoyment
         b) Heating, Ventilating and Air-Conditioning
         c) Cleaning
         d) Electric and Water Services
         e) Elevators
         f) Washrooms
         g) Maintain Building
         h) Repair
         i) Snow Removal
         j) Insurance
8.       Monthly Tenancy
9.       Assigning and Subletting
10.      Additional Services
11.      Damage or Destruction
12.      Leasehold Improvements and Trade Fixtures
13.      Signs and Directory
14.      Access, Inspection, Right to Show Premises
15.      Landlord's Remedies
         a) Re-Entry
         b) Remedies of Landlord    i.  Termination
                                    ii. Recovery of Expenses
                                    iii.Right to Relet
         c) Curing of Default
         d) Distress
         e) Interest
         f) Application of Receipts
16.      Bankruptcy, Improper Use, Etc.
17.      INTENTIONALLY DELETED
18.      INTENTIONALLY DELETED
19.      Parking
20.      Notices
21.      Legal Costs
22.      Prior Interests
23.      No Waiver of Default
24.      INTENTIONALLY DELETED
25.      INTENTIONALLY DELETED
26.      Ducts
27.      Registration
28.      Severability
29.      Interpretation
30.      Successors
31.      Joint and Several Liability
32.      Schedule "E" and Pace 14A of Schedule "E" is an Integral
         Part of this Lease
33.      Landlord to Act Reasonably

Schedule "A" - Description of Premises
Schedule "B" - Preliminary Site Plan
Schedule "C" - Landlord's Work
Schedule "D" - Tenant's Existing Lease Obligations at 625 and 675 Cochrane 
               Drive, Markham,Ontario
Schedule "E" - Offer to Lease and Amendments Thereto
Schedule "F" - Rules and Regulations
Schedule "G" - Non-Disturbance and Attornment Agreement
Appendix "1" - Indemnity Agreement


<PAGE>



                                    L E A S E

                           COMMERCE VALLEY DRIVE EAST
                                MARKHAM, ONTARIO


THIS LEASE MADE the 26th day of January, 1999

IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT

BETWEEN:

                          MONARCH CONSTRUCTION LIMITED

                       (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

WHEREAS the Landlord has agreed to lease to the Tenant and the Tenant has agreed
to lease from the Landlord the hereinafter  described  premises  forming part of
the building  located at Commerce Valley Drive East, in the Town of Markham,  in
the  Regional  Municipality  of York,  being  part of block  4,  plan  65M-2620,
designated as part of parts 1 and 2, plan 65R-19184 in the Land Registry  Office
for the  Land  Titles  Division  of York  and as  more  particularly  set out in
Schedule "A" attached hereto (hereinafter referred to as the "Lands").

NOW  THEREFORE  WITNESSETH  that in  consideration  of the rents,  covenants and
agreements  hereinafter  reserved and  contained on the part of the Tenant,  the
Landlord hereby demises and leases to the Tenant certain  premises  forming part
of the  Building  (as  hereinafter  defined)  located on the entire fifth (5th),
sixth (6th),  seventh (7th) and eighth (8th) floors and part of the fourth (4th)
and first  (1st)  floors  having a Rentable  Area (as  hereinafter  defined)  of
approximately  110,000 square feet as outlined in red on the floor plan attached
hereto as Schedule "B" (hereinafter called the "Premises").

DEFINITIONS

1. Except where otherwise provided in this Lease, the following terms, when used
throughout this lease, shall have the meanings set out below:

(a) ADDITIONAL RENT shall mean and refer to any and all sums of money or charges
required to be paid by the Tenant under this lease  (except  Basic Rent) whether
or not the same are  designated as Additional  Rent or whether or not payable to
the  Landlord  or  otherwise  and all such sums are  payable in lawful  money of
Canada without deduction, abatement, set-off or compensation whatsoever.

(b) ADDITIONAL  SERVICES  shall mean and refer to the services and  supervisions
supplied by the Landlord  referred to in clause 10, and to all other services of
any nature or kind  supplied by the  Landlord to the Tenant in addition to those
required to be supplied  by the  Landlord to the Tenant  pursuant to this lease,
save and  except any  services  which the  Landlord  elects to supply to tenants
generally, and the costs of which are included in Allocable Operating Expenses.

(c) ALLOCABLE  OPERATING  EXPENSES  shall mean and refer to all expenses,  fees,
rentals,  costs and  disbursements  of every  kind and  nature  incurred  by the
Landlord in connection  with the  management,  maintenance  and operation of the
Building,  which are properly  chargeable in accordance with generally  accepted
accounting  principles  to such  management,  maintenance  and operation for any
given period,  and shall include any such  expenses,  fees,  rentals,  costs and
disbursements  incurred by or on behalf of tenants  with whom the  Landlord  may
from time to time have  agreements  whereby such tenants  perform any  cleaning,
maintenance, or other work or services ordinarily performed by the Landlord, and
which  expenses  if  incurred by the  Landlord  would be  included in  Allocable
Operating Expenses. By way of example and without limiting the generality of the
foregoing  definition,  and without  duplication,  Allocable  Operating Expenses
shall include:

     (i)  the costs of outside grounds  maintenance,  including  landscaping and
          snow removal;

     (ii) all costs of repairs;

     (iii)the  cost  of  operating,   maintaining  and  repairing  the  heating,
          ventilating and air conditioning system;

     (iv) all fuel costs for the Building;

     (v)  all  monies   reasonably   paid  to  persons,   firms,   companies  or
          corporations,  including the cost of all benefits paid to employees of
          the Landlord,  employed in the  operation,  maintenance,  security and
          cleaning of the Building; However, in the event the Landlord elects to
          have only on-site  employees  employed in the operation,  maintenance,
          security and cleaning of the Building  then in such case and said case
          alone, said expenses within this  subparagraph  shall be restricted to
          same;
         
     (vi) the  cost of  water  and  electricity  consumed  in the  Building  not
          otherwise payable by tenants;
         
     (vii) elevator operation and maintenance costs;
        
     (viii) the cost of equipment rental;
 
     (ix) the cost of providing hot and cold water;

     (x)  window cleaning costs;

     (xi) the cost of all-risk,  fire,  extended perils,  liability,  boiler and
          rental insurance;

     (xii) telephone and other public utility costs;

     (xiii) all audit and accounting costs;

     (xiv)costs of  capital  improvements  and  other  costs  determined  by the
          Landlord's  auditor,  in accordance with generally accepted accounting
          principles,  to be properly  chargeable to the capital  account of the
          Landlord to the extent that such capital  improvements reduce or avoid
          Allocable Operating Expenses;

     (xv) depreciation  upon  maintenance and operation  equipment which, by its
          nature,  requires  periodic  replacement,   such  depreciation  to  be
          calculated  as may be  prescribed  by the  Landlord's  auditors and in
          accordance with generally acceptable principles of accounting;

     (xvi) INTENTIONALLY DELETED

     (xvii) the cost of Major Expenditures  covered by this sub-section shall be
          limited to those for reduction of current Operating  Expenses and will
          be  amortized  over  the  period  of the  economic  life of the  Major
          Expenditure as determined by generally accepted accounting principles,
          but not to exceed fifteen (15) years.  The amortized cost of the Major
          Expenditure  shall  be  calculated  on  the  basis  of  equal  monthly
          instalments  of principal  and interest at the rate of one  percentage
          point  above the  lowest  rate of  interest  at the date of such Major
          Expenditure,  quoted  by  chartered  banks to the  most  credit-worthy
          borrowers for prime business loans, as determined and published by the
          Bank of Canada, per annum, compounded semi-annually;

     (xviii) any fee paid to any property  manager or property  management  firm
          who has contracted  with the Landlord to provide  property  management
          services for the Building equal to 10% of the Additional  Rent. If the
          Landlord does not enter into an agreement  with a property  manager or
          property  management firm. in computing  Allocable  Operating Expenses
          there shall be  specifically  included a fee of an amount equal to 10%
          of  Additional  Rent.  which amount is hereby  agreed to represent the
          Landlord's  costs of  providing  property  management  services to the
          Building,  and any other  costs or  expenses  paid or  payable  by the
          Landlord  in  connection  with  the  operation  of  the  Building  but
          excluding  Allocable  Taxes,  taxes  on  income,  interest  on debt or
          capital  retirement of debt,  depreciation  except as provided herein.
          expenses properly  chargeable to the Landlord's capital account except
          as mentioned above,  proceeds of insurance  relating to Insured Damage
          and other  amounts  actually  recovered by the Landlord  applicable to
          damage where the cost of repair was  included in  Allocable  Operating
          Expenses and the Cost of Additional  Services  actually  received from
          tenants plus all other sums actually  received  from  tenants,  (other
          than rent, Additional Rent, Allocable Operating Expenses and Allocable
          Taxes) to the extent  that the  amounts so  recovered  relate to costs
          included in Allocable Operating Expenses;

(d) ALLOCABLE TAXES shall mean and refer to all taxes, rates, duties, levies and
assessments  whatsoever,  whether municipal,  parliamentary or otherwise levied,
imposed or assessed  against the Building and or the Lands, or from time to time
levied,  imposed or  assessed  in the future in lieu  thereof,  or for which the
Landlord is liable  including  those levied,  imposed or assessed for education,
schools  and local  improvements,  including  goods and  services  taxes  levied
against  basic and/or  additional  rental  payments  hereunder and including all
costs and expenses  including legal and other professional fees and interest and
penalties  or  deferred  payments  incurred  by the  Landlord  in good  faith in
contesting,  resisting  or  appealing  any taxes,  or rates,  duties,  levies or
assessments, but excluding;

     (i)  taxes and  license  fees in  respect  of any  business  carried  on by
          tenants and occupants of the Building which taxes are herein sometimes
          collectively   called   Business  Taxes  and  shall  include   without
          limitation  the  Business  Taxes  levied or  assessed  pursuant to the
          Assessment Act (Ontario);

     (ii) income or profit  taxes  upon the income of the  Landlord,  franchise,
          corporate,  estate,  inheritance,  succession,  or transfer tax or any
          other tax or impost of a personal nature charged to or levied upon the
          Landlord  to the extent  that such  taxes are not in future  levied in
          lieu of such taxes, rates, duties,  levies and assessments against the
          Building  or upon the  Landlord  in respect  thereof,  which taxes are
          herein sometimes collectively called the Landlord's Income Taxes, and

     (iii)all taxes, rates, duties,  levies and assessments  (including Business
          Taxes) which are recoverable from tenants under subclause 5 (b) hereof
          and similar  provisions  of leases with other  tenants which taxes are
          herein sometimes collectively called Tenant's Taxes.

     (iv) capital taxes and

     (v)  large corporation tax

(e)  ARCHITECT  (S) shall mean and refer to an architect  or firm of  architects
licensed  to  practice  architecture  pursuant  to the laws of the  province  of
Ontario, designated by the Landlord from time to time as architects and approved
by the Tenant, such approval not to be unreasonably withheld.  Initial Architect
shall mean Petroff Partnership.

(f)  AUDITORS  shall  mean and  refer  to a  chartered  accountant  or a firm of
chartered  accountants licensed to practice as chartered accountants pursuant to
the laws of the Province of Ontario,  designated  by the  Landlord  from time to
time as Auditors.

(g) BUILDING shall mean and refer to the Lands,  building,  landscaped areas and
carpark  facilities   constructed  by  the  Landlord  upon  lands  and  premises
municipally known as Commerce Valley Drive East, Markham, Ontario.

(h)  BUILDING  ADMINISTRATION  AREAS shall mean and refer to office space in the
Office  Premises  used  by the  Landlord  or its  agents  or  employees  for the
management,  maintenance,  or  operation  of the  Building,  which  space  would
otherwise be rentable.

(i)  BUSINESS  DAY shall mean and refer to any of the days from Monday to Friday
inclusive  of each  week  unless  such  day is a  statutory  holiday,  and  such
additional days as may be designated by the Landlord.

(j)  COMMENCEMENT  DATE shall  mean and refer to the first day of the Term.  (k)
COST OF ADDITIONAL SERVICES shall mean and refer to the Landlord's total cost of
providing  Additional Services to the Tenant and without limiting the generality
of the  foregoing and without  duplication  shall include the cost of all labour
(including  salaries,  wages and fringe  benefits) and material and other direct
expenses  incurred,  the cost of supervision and other indirect expenses capable
of being allocated  thereto (such allocation to be made upon a reasonable basis)
and all other  out-of-pocket  expenses  made in connection  therewith  including
amounts paid to independent  contractors;  the Cost of Additional Services shall
also  include an amount  equal to ten  percent  (10%) of the  aggregate  cost of
labour, materials and other direct expenses (representing an agreed pre-estimate
of the expense to the Landlord for management and indirect expenses incapable of
being allocated).

(1) INTENTIONALLY DELETED

(m) INSURED DAMAGE shall mean and refer to that part of any damage  occurring to
the  Premises  of which the entire  cost of repair (or the entire cost of repair
other than a  deductible  amount  properly  includable  in  Allocable  Operating
Expenses) is actually  recoverable by the Landlord under a policy or policies of
insurance from time to time effected by the Landlord pursuant to clause 7 (j) or
if to the  extent  that the  Landlord  has not  insured  and is  deemed  to be a
co-insurer pursuant to such clause,  would have been recoverable if the Landlord
had  effected  insurance  in respect  of perils and to amounts  and on terms for
which it is by that clause deemed to have insured. Where an applicable policy of
insurance  contains an  exclusion  for damages  recoverable  from a third party,
claims as to which the exclusion applied shall be considered Insured Damage only
if the Landlord successfully recovers from the third party.

(n)  LEASEHOLD  IMPROVEMENTS  shall  mean  and  refer  to  all  items  generally
considered as Leasehold Improvements, including without limitation all fixtures,
improvements,  installations,  alterations and additions from time to time made,
erected or installed by or on behalf of the Tenant,  or any previous occupant of
the  Premises or by or on behalf of tenants in other  premises  in the  Building
including all partitions however affixed,  and whether or not moveable,  and all
wall-to-wall carpeting.

(o) MAJOR  EXPENDITURE  shall mean and refer to any expenditure  incurred by the
Landlord during the term of this Lease for replacement of machinery,  equipment,
building  elements,  systems or facilities used in connection with the Building.
or for  modifications  or additions  to the  Building  (if one of the  principal
purposes of any such  modification or addition is to reduce energy  consumption,
or to reduce Allocable Operating  Expenses,  or if such modification or addition
is required by any governmental  authority or regulation) and which  expenditure
is greater than ten percent (10%) of the total Allocable  Operating Expenses for
the previous year.

(p) NORMAL  BUSINESS  HOURS  shall mean and refer to the hours from 8:00 a.m. to
6:00 p.m. and such other hours as may be designated by the Landlord, on Business
Days.  Notwithstanding the foregoing, the Tenant and its employees shall have 24
hours a day, 7 days a week access to the Building and Office  Premises by way of
a security or access card.

(q) OFFICE PREMISES shall mean and refer to the portion of the Building which is
situated above grade.

(r)  PROPORTIONATE  SHARE shall mean and refer to the fraction  which has as its
numerator the Rentable Area of the Premises and as its  denominator the Rentable
Area of the Building.

(s)  RENTABLE  AREA  shall  mean  according  to B. O. M. A.  standard  method of
measuring  floor  area  in  office  buildings  as  certified  by the  Landlord's
Architect

(t) SPECIAL  TENANT  OPERATING  EXPENSES  shall mean and refer to, for any given
period,  the  excess,  as agreed to between  the Tenant and the  Landlord of any
expenses  incurred by the  Landlord  for such period  relating to the  Premises,
which expenses would  otherwise be Allocable  Operating  Expenses over what such
expenses would have been but for the distinctive  configuration of the Premises,
or the  distinctive  nature of the  operation of the Tenant's  business,  or the
distinctive nature of any of the Tenant's Leasehold Improvements,  including but
not  limited  to any  excess  of  air-conditioning,  heating,  lighting,  water,
electrical power, and cleaning.

(u) TENANT when used with a capital "T" shall mean and refer to the Tenant,  but
where  used with a small "t" and where the  context so  requires  shall mean and
refer  to any  individual,  partnership,  association,  corporation,  or  entity
occupying any portion of the Building pursuant to a lease with the Landlord,  an
agreement to lease with the Landlord,  or pursuant to a sublease or agreement to
sublease from any such person.

(v) YEAR shall mean and refer to a period of twelve months commencing on January
1 and ending on the next ensuing December 31 until changed pursuant to subclause
4 (e).

DEMISE AND TERM

2. In consideration of the rents,  covenants and agreements  herein contained on
the part of the Tenant to be paid,  observed and performed,  the Landlord leases
to the Tenant and the Tenant  leases from the  Landlord the Premises to have and
to hold for and during the term of fifteen (15) years,  to be computed  from the
1st day of  October,  2000 and from  thenceforth  next  ensuing  and fully to be
completed on the 30'thday of September, 2015.

RENT

3. (a) Basic Rent

Subject to the  provisions  of Schedule "E" the Tenant shall pay to the Landlord
as annual rent for the  Premises  yearly and every year during the said term the
sum of:

October 1st, 2000 to September  30th,  2005 - $18.50 per square foot of Rentable
Area per annum

October 1st,  2005 to September  30th,  2010 -$21.50 per square foot of Rentable
Area per annum

October 1st, 2010 to September  30th,  2015 - $25.00 per square foot of Rentable
Area per annum

of lawful money of Canada payable in equal monthly instalments,  each in advance
on the first day of each and every month during the said term,  such payments to
be made by cheque or money order  payable to the  Landlord,  or as it may direct
from time to time, and to be payable at such place in Canada as the Landlord may
direct from time to time, the first of such equal monthly instalments of rent to
become due and payable on the Commencement Date.

PROVIDED  that if the term  hereof  does not  commence  on the  first day of the
calendar  month,  rent  for  the  broken  part  of  the  calendar  month  at the
commencement  of the said term shall be pro-rated at a rate per day equal to one
three hundred and  sixty-fifth  (1/365th) of the annual rents  specified in this
clause.

(b)      Additional Rent

Subject to the  provisions of paragraph 12 of Schedule "E" attached,  the Tenant
shall pay to the Landlord, yearly and every year during the Term in lawful money
of Canada,  without  deduction,  abatement or set-off.  Additional  Rent for the
Premises equal to the aggregate of the following amounts:

     (i)  the  Tenant's  Proportionate  Share of Allocable  Taxes and  Allocable
          Operating  Expenses  in  accordance  with the  provisions  of clause 4
          hereof.

     (ii) any and all  Special  Tenant  Operating  Expenses as  hereinafter  set
          forth;

     (iii) any and all Additional Services as hereinafter set forth;

(c)      Net Lease

Subject to the  provisions of paragraph 12 of Schedule "E" attached,  the Tenant
acknowledges  and  agrees  that  it is  intended  that  this  lease  shall  be a
completely net lease to the Landlord, that the Landlord shall not be responsible
during the Term of the lease for any costs, charges, expenses and outlays of any
nature  whatsoever  arising  from or  relating to the  Premises,  or the use and
occupancy thereof, or the business carried on therein,  and the Tenant shall pay
all  charges,  impositions  and  costs and  expenses  of every  nature  and kind
relating  to the  Premises,  except as  expressly  herein set out in this Lease,
including all Schedules and the Tenant covenants with the Landlord accordingly.

(d)      INTENTIONALLY DELETED

(e)      Delay in Occupancy

     Please see Schedule "E", Section 4.

(f)      Rental Deposit

A cheque or letter of credit in the amount of $250,000.00 as a deposit,  payable
to CB Richard  Ellis Limited  ("Broker") in trust for the Landlord,  is due upon
execution  of the lease by both  parties  and is to be  credited  together  with
interest on account of rental  payments as they first become due. See  paragraph
21 in Schedule "E" annexed to this lease.

CALCULATION AND ALLOCATION OF TAXES AND OPERATING EXPENSES

4. (a) Subject to the  provisions  of paragraph 13 of Schedule "E". the Landlord
shall determine from time to time in accordance with B.O.M.A.  the Rentable Area
of the Premises and of the  Building and shall  determine  from time to time the
Tenant's  Proportionate  Share.  If the Tenant does not  dispute the  Landlord's
determination  of the  Rentable  Area,  or of the Tenant's  Proportionate  Share
within two years of receipt of notice of such determination, the Tenant shall be
deemed to accept the accuracy of such determination, and the Tenant shall not be
entitled to dispute the amount of its Proportionate Share of Allocable Operating
Expenses  or  Allocable  Taxes on the  grounds of any error in  accuracy  in the
determination  of Rentable Area or of the Tenant's  Proportionate  Share. If the
Tenant disputes the said determination, the Landlord shall request the Architect
to measure and certify the Rentable  Area of the Premises and the Rentable  Area
of the Building and the determination so made by the Architects shall be binding
upon  the  Landlord  and the  Tenant.  It is  understood  and  agreed  that  the
determination  of the Tenant's  Proportionate  Share may be re-calculated by the
Landlord  from  time to time to  reflect  changes  in the  Rentable  Area of the
Building, of the Premises, or of other premises.

(b) Subject to the  provisions of paragraph 13 of Schedule  "E",  insofar as the
determination of Tenant's  Proportionate  Share of Allocable  Operating Expenses
and Allocable Taxes is dependent upon calculations  other than area measurement,
the same shall be binding upon the Tenant. In the event that the Tenant requests
that an audited  statement of the calculations be submitted,  the Landlord shall
have prepared such audited statement,  the cost of which shall be payable by the
Landlord.  Any  expenses  not  directly  incurred by the  Landlord but which are
included in Allocable Operating Expenses and Allocable Taxes may be estimated by
the Landlord on whatever reasonable basis the Landlord may select.

(c) Prior to the  commencement of the term and to the  commencement of each Year
thereafter  which  commences  during the term,  the  Landlord  may  estimate the
Tenant's Proportionate Share of Allocable Operating Expenses and Allocable Taxes
for the ensuing Year or, if applicable,  broken portion thereof, as the case may
be,  and shall  notify the  Tenant in  writing  of the  estimate.  The amount so
estimated shall be payable in equal monthly instalments in advance over the Year
or broken portion of the Year in question, each instalment being payable on each
monthly rental  payment date provided in subclause  3(a). Not more than twice in
any  one  Year  the  Landlord  may   re-estimate  the  amount  of  the  Tenant's
Proportionate  Share of Allocable Operating Expenses and Allocable Taxes for the
Year or broken  portion  thereof,  in which event the Landlord  shall notify the
Tenant in writing of the re-estimate  and shall fix monthly  instalments for the
then  remaining  balance of such Year or broken  portion  thereof in order that,
after  giving  credit  for  the  estimates,   the  Tenant's   entire   estimated
Proportionate  Share of Allocable  Operating  Expenses and Allocable  Taxes will
have been paid during such Year or broken portion thereof.

(d)  Neither  party  may  claim  a  re-adjustment  in  respect  of the  Tenant's
Proportionate  Share of Allocable  Operating  Expenses or Allocable  Taxes based
upon any  error of  estimation,  determination  or  calculation  thereof  unless
claimed in writing prior to the  expiration of two years after the date on which
the Tenant has been  notified of the  re-calculation  referred to herein,  other
than any claim of  re-adjustment  based upon other  matters,  including  without
limitation  the outcome of litigation or  negotiation  affecting  expenses which
constitute  component  parts  of the  Allocable  Taxes  or  Allocable  Operating
Expenses.

(e) In the  event  that the  Landlord  shall  change  its  accounting  system or
procedures  so that it  shall  become  more  convenient  for the  provisions  of
subclauses 4 (c), 4 (d) and 4 (f) to be administered on the basis of some twelve
(12) month  period  other than one ending on December  31, then the Landlord may
determine  upon not less than six (6)  months  written  notice to the Tenant and
other tenants that such  provisions of this lease and  comparable  provisions of
other leases of premises in the Building shall be so administered  and after the
expiry of the notice period subclauses 4 (c) and 4 (d) and 4 (f) shall be and be
deemed to be appropriately amended to that end.

(f)  Notwithstanding  the preceding  provisions  of this clause,  if, during any
period for which a computation  of Allocable  Operating  Costs must be made, the
Building is less than  ninety-five per cent (95%)  occupied,  then the Allocable
Operating  Costs for such  period  shall be  adjusted  by  adding to the  actual
Allocable  Operating  Costs for such  period an amount  equal to the  additional
operating  expenses.  as the case may be, which would have been  incurred if the
Building had been ninety-five per cent (95%) occupied for such period.

PAYMENT OF TAXES

5.(a) The Landlord  covenants with the Tenant to pay all Allocable  Taxes and to
pay all realty taxes and local improvement rates, municipal,  parliamentary,  or
otherwise, levied against the Building.

(b) The Tenant  covenants  with the  Landlord  to pay  promptly  when due to the
taxing authority or authorities having  jurisdiction,  all taxes, rates, duties,
levies  and  assessments   whatsoever,   whether  municipal,   parliamentary  or
otherwise,  levied,  imposed or  assessed  in respect of any and every  business
carried  on in the  Premises  by the  Tenant,  subtenants,  licensees,  or other
occupants  of the  Premises  or in  respect  of the  use or  occupancy  thereof,
including  license  fees and Business  Taxes levied or assessed  pursuant to the
Assessment Act R.S.O.  1980 c.31. The Tenant further covenants with the Landlord
to pay to the Landlord  promptly on demand by the  Landlord,  an amount equal to
any of the  following  taxes the  Landlord  may  determine  to recover  from the
Tenant,  and any  amounts  so paid by the Tenant to the  Landlord  (and from all
other tenants under corresponding  clauses of other leases) shall be excluded in
the determination of Allocable Taxes:

     (i)  all taxes charged in respect of all Leasehold  Improvements  and trade
          fixtures and all furniture and equipment  made,  owned or installed by
          or on behalf of the Tenant in the Premises; and

     (ii) if by reason of the act,  election  or  religion  of the Tenant or any
          subtenant,  licensee or occupant of the Premises, the Premises, or any
          part of them shall be assessed  for the  support of separate  schools,
          the amount by which the taxes so payable exceed those which would have
          been  payable if the  Premises  had been  assessed  for the support of
          public schools.

(c) The  Tenant  further  covenants  with the  Landlord  to pay to the  Landlord
(acting as agent for the taxing  authority  if  applicable)  or  directly to the
taxing  authority  (if  required by the  applicable  legislation)  in the manner
specified by the Landlord,  acting  reasonably  the full amount of all goods and
services  taxes,  sales  taxes,  and any other  taxes  imposed  on the Tenant in
respect of the rent  payable by the Tenant under this Lease or in respect of the
rental of space by the Tenant under this Lease  (collectively  and individually,
"GST").  GST is  payable  by the  Tenant  whether  characterized  as a goods and
services tax, sales tax, or otherwise. GST so payable by the Tenant will: (i) be
calculated by the Landlord in accordance with the applicable  legislation;  (ii)
be paid by the Tenant at the same time as the  amounts to which the GST  applies
are  payable to the  Landlord  under the terms of this Lease (or upon  demand at
such  other time or times as the  Landlord  from time to time  determines):  and
(iii) despite anything else in this Lease. be considered not to be rent, but the
Landlord  shall have all of the same  remedies  for and rights of recovery  with
respect to such amounts as it has for non-payment of rent under this Lease or at
law.

(d) The Landlord may postpone  payment of any taxes payable by it and the Tenant
may  postpone  payment of any taxes,  rates,  duties,  levies,  and  assessments
payable  by it  hereunder  directly  to a taxing  authority  in each case to the
extent  permitted by law and if  prosecuting in good faith an appeal against the
imposition  thereof,  and provided in the case of a  postponement  by the Tenant
that if the  Building  or any part  thereof or the  Landlord  shall have  become
liable to assessment,  prosecution,  fine or other  liability,  the Tenant shall
give security to the Landlord in a form and in an amount reasonably satisfactory
to the  Landlord  in  respect of such  liability  and such  undertakings  as the
Landlord may reasonably require to ensure payment thereof.

(e) Where the  determination  of any taxes depends upon an  apportionment  of an
assessment which has not been made by the taxing authority or authorities having
jurisdiction,  the Landlord may determine the same. Any determination so made by
the Landlord shall be binding upon the Tenant unless shown to be unreasonable or
erroneous  in some  substantial  respect.  If the Tenant  does not  dispute  the
Landlord's   determination  within  one  year  of  receipt  of  notice  of  such
determination,  the  Tenant  shall be  deemed  to accept  the  accuracy  of such
determination and shall not be entitled to dispute it thereafter.

(f) Notwithstanding the foregoing,  in the absence of any separate assessment of
Leasehold Improvements or trade fixtures (if assessable), furniture or equipment
of the Tenant  referred to in item (i) of  subclause 5 (b) or of other  tenants,
the Landlord may elect not to make a determination  thereof and may from time to
time waive  payment of amounts  which would  otherwise  be payable by the Tenant
under  that item (and by other  tenants  under  comparable  provisions  of other
leases of premises in the Building), in which event such amounts shall form part
of Allocable Taxes,  without  prejudice to the right of the Landlord to make any
such determination in the future,  either generally or in the case of the Tenant
or any  other  tenant  where  the value of such  Leasehold  improvements,  trade
fixtures,  furniture or equipment is unusually  large,  with the intent that the
enforcement  or  non-enforcement  of the said item (and any like  provisions  in
other leases) shall not operate so as to impose any substantial inequity against
tenants including the Tenant.

(g) Whenever  requested by the Landlord,  the Tenant will deliver to it receipts
for payment of all taxes, rates,  duties,  levies and assessments payable by the
Tenant  directly to a taxing  authority  or  authorities  and furnish such other
information in connection therewith as the Landlord may reasonably require.

(h) The Tenant agrees that it will not conduct any appeal from any  governmental
assessment or  determination of the value of the Building or any portion thereof
whether or not the assessment or  determination  affects the amount of tax to be
paid by the Tenant.  The Tenant shall  instead rely upon the Landlord to conduct
any such  appeal  in the  interest  of all  occupants  of the  Building  and the
Landlord agrees that it will do so (with the expense to be included in Allocable
Operating  Expenses)  if the  appeal in the  opinion  of the  Landlord  would be
reasonably  likely to attain a favourable  result,  but the Landlord shall in no
event be  responsible  or liable to the  Tenant  for any act or  failure  to act
regarding  any such  appeal  unless such act or omission  was  committed  in bad
faith.  Notwithstanding the foregoing,  if the Landlord does not wish to conduct
any appeal,  then the Tenant will be allowed to conduct any appeal and agrees to
indemnify the Landlord from any costs in relation  thereto.  The Landlord agrees
to provide  copies of the  assessment  to the Tenant  but will not  provide  any
determinations of the value of the Building.

TENANT'S COVENANTS

6.       And the Tenant covenants with the Landlord:

(a)      Rent

To pay rent,  Additional Rent, the cost of Special Tenant Operating Expenses and
for any Additional Services provided for herein.

(b)      Use

To use the  Premises  only for the  purpose of an office for the  conduct of the
Tenant's business and for any similar other use permitted by municipal by-laws.

(c)      Prohibited Uses of Premises

The  Premises  shall not be used in any manner which  obstructs  any part of the
Building  Administration  Areas,  or for any purpose  except that  permitted  by
clause 6 (b) hereof. The Tenant shall not use or permit any part of the Premises
to be used in any manner which interferes or intrudes upon the use and enjoyment
of the  Building by any other tenant or which in the  reasonable  opinion of the
Landlord is inconsistent with the general character of the Building.

(d)      Waste and Nuisance

Not to commit,  or permit,  except as herein  otherwise  provided,  any waste or
injury  to the  Premises  including  the  Leasehold  Improvements  and any trade
fixtures  therein,  any  loading of the floors  thereof in excess of the maximum
degree of loading contemplated by the design criteria referred to in subclause 6
(m) hereof,  any nuisance therein or any use or manner of use causing  annoyance
to other tenants and occupants of the Building.

(e)      Insurance

That the Tenant  shall,  during the entire  term hereof and during any period of
occupation of the Premises prior to the Commencement  Date, at its sole cost and
expense,  take out and keep in full  force  and  effect  and in the names of the
Tenant,  the Landlord  and the  mortgagees  of the Landlord as their  respective
interests may appear, the following insurance:

     (i)  insurance  upon  property of every  description  and kind owned by the
          Tenant, in the nature of a Leasehold Improvement in an amount not less
          than ninety percent (90%) of the full replacement  cost thereof,  with
          coverage  against  at least the perils of fire and  standard  extended
          coverage including sprinkler leakages (where applicable),  earthquake,
          flood and collapse.

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

     (iii)public  liability and property  damage  insurance  including  personal
          injury  liability,  contractual  liability  and  non-owned  automobile
          liability  insurance  coverage  with  respect to the  Premises and the
          Tenant's  use of any part of the  Building  and which  coverage  shall
          include the activities and operations  conducted by the Tenant and any
          other  person on the  Premises.  Such  policies  shall be written on a
          comprehensive  basis with  limits of not less than  $5,000,000.00  for
          bodily injury to any one or more  persons,  or property  damages,  and
          such higher  limits as the Landlord or the  mortgagees of the Landlord
          may reasonably  require from time to time. and all such policies shall
          contain  a  severability  of  interest  clause  and a cross  liability
          clause.  Landlord  shall be responsible  for damages  arising from its
          negligence or its invitees;

     (iv) Tenant's legal liability  insurance for the full  replacement  cost of
          the Premises,  such coverage to include the  activities and operations
          conducted by the Tenant and any other persons on the Premises; and

     (v)  Any other form or forms of insurance  which the Tenant or the Landlord
          or the  mortgagees  of the  Landlord  reasonably  require from time to
          time,  in form, in amounts,  and for  insurance  risks against which a
          prudent tenant would protect itself.

All  policies  required  to be written on behalf of the Tenant  pursuant to this
subclause  shall contain a waiver of any  subrogation  rights which the Tenant's
insurers may have  against the Landlord and against  those for whom the Landlord
is, in law,  responsible whether any such damage is caused by the act, omission,
or  negligence  of the  Landlord or by those for whom the  Landlord  is, in law,
responsible.  All policies  shall be taken out with  insurers  acceptable to the
Landlord  and in a form  satisfactory  from  time to time to the  Landlord.  The
Tenant agrees that  certificates  of insurance will be delivered to the Landlord
as soon as  practicable  after the  placing  or the  required  material  change,
cancellation or other termination thereof.

(f)      Insurance Proceeds

That in the event of damage or destruction to the Leasehold  Improvements in the
Premises covered by insurance required to be taken out by the Tenant pursuant to
subclause 6 (e),  the Tenant will use the  proceeds  of such  insurance  for the
purpose of repairing or restoring such Leasehold  Improvements.  In the event of
damage to or  destruction  of the Building  entitling  the Landlord to terminate
this lease  pursuant to subclause 11 (b) hereof,  then if the Premises have also
been  damaged,  the  Tenant  will pay to the  Landlord  its  insurance  proceeds
relating to the unamortized cost of the Leasehold Improvements in the Premises.

(g)      Use of Premises - Insurance

That  neither  the  Tenant  nor  its  officers,   directors,  agents,  servants,
licensees,  concessionaires,  assignees  or  subtenants  shall  bring  on to the
Premises,  nor do, nor omit,  nor permit to be done or omitted upon or about the
Premises  anything  which  shall  cause  the rate of  insurance  payable  by the
Landlord  upon the Premises or the Building or a part thereof or its contents to
be increased.  If the said rate of insurance shall be increased by reason of the
use made of the  Premises or by reason of anything  done or omitted or permitted
to be  done  or  omitted  by the  Tenant  or its  officers,  directors,  agents,
servants,  licensees,  concessionaires,  assignees  or  subtenants  or by anyone
permitted  by the Tenant to be upon the  Premises,  the Tenant  shall pay to the
Landlord  forthwith upon demand the amount of such increase without prejudice to
the  Landlord's  rights to  terminate  this Lease and  re-enter the Premises for
breach of this  covenant.  If the said rate of  insurance  shall be increased as
aforesaid,  the Landlord will use its  reasonable  efforts to obtain a statement
from its insurer as to the reasons why the rate of insurance shall be increased.

(h)      Use of Premises - Cancellation of Insurance

That if any policy of  insurance  upon the  Building or any part  thereof or the
contents shall be cancelled or refused to be renewed or granted by an insurer by
reason of the use or  occupation  of the  Premises  or any part  thereof  by the
Tenant  or by any of  its  officers,  directors,  agents,  servants,  licensees,
concessionaires,  assignees, subtenants, or by anyone permitted by the Tenant to
be upon the  Premises,  the Tenant  shall  within a  reasonable  time  remedy or
rectify  such use or  occupation  and if the Tenant shall fail to do so within a
reasonable  time the Landlord may at its option  terminate this Lease by leaving
upon the  Premises  notice in writing of such  termination  and the Tenant shall
within a reasonable  time deliver up  possession of the Premises to the Landlord
and the Landlord may re-enter and take possession of the Premises and the Tenant
shall  thereupon  pay all rent and any other  payment  for  which the  Tenant is
liable under this lease,  apportioned to the date of such termination,  together
with all losses, damages or costs of any kind arising out of the Tenant's breach
of this provision and/or the termination of this lease under this subclause.

(i)      Landlord Not Liable

That the Landlord shall not be liable for any bodily injury or death of, or loss
or damage to any property belonging to the Tenant or its employees,  invitees or
licensees or any other person in, on or about the Building unless resulting from
the negligence of the Landlord, and in no event shall the Landlord be liable:

     (i)  for any damage (other than Insured  Damages) which is caused by steam,
          water,  rain or snow which may leak into,  issue or flow from any part
          of the  Building or the Premises  provided the Landlord  acts with all
          promptness   to  remedy  such   condition  or   arrangement   or  such
          interruption or breakdown;

     (ii) INTENTIONALLY DELETED

     (iii)for loss or damage however caused,  to money,  securities,  negotiable
          instruments, papers or other valuables of the Tenant.

(j)      Indemnification of Landlord

That the Tenant  shall  indemnify  the  Landlord  and save it harmless  from and
against  any and all loss  (including  loss of  rentals  payable  by the  Tenant
pursuant to this Lease), costs, claims, actions, damages,  liability and expense
in connection  with any breach,  violation or  non-performance  of any covenant,
obligation  or  agreement  of the  Tenant  under this  Lease,  any loss of life,
personal injury or damage to property arising from any occurrence in, upon or at
the Premises,  or the occupancy or use by the Tenant of the Premises or any part
thereof,  or occasioned  wholly or in part by any act or omission of the Tenant,
its agents,  contractors,  employees,  servants,  licensees or  concessionaires,
customers,  invitees or by anyone  permitted to be on the Premises by the Tenant
or any  contract,  lien,  privilege,  mortgage,  charge  or  encumbrance  on the
Building  arising from or  occasioned  by the act,  default or negligence of the
Tenant,  its officers,  agents,  servants,  employees,  contractors,  customers,
invitees,  concessionaires  or licensees.  In case the Landlord  shall.  without
fault on its part, be made a party to any litigation commenced by or against the
Tenant,  then the Tenant shall protect and hold the Landlord  harmless and shall
pay all  costs,  expenses  and  reasonable  legal fees  incurred  or paid by the
Landlord in connection with such litigation.  This indemnification shall survive
the expiry or sooner  termination  of this lease,  anything in this lease to the
contrary notwithstanding.

(k)      Compliance with Laws

To comply promptly,  at its own expense, with and conform to the requirements of
all applicable statutes,  laws, by-laws,  regulations,  ordinances and orders of
any municipal,  federal, provincial, or other governmental authority at any time
in force  during the term  hereof and  affecting  the  occupation  or use of the
Premises,  or  affecting  the  condition,  equipment,  or use  of the  Leasehold
Improvements,  trade fixtures, furniture or equipment installed in the Premises,
or affecting the making by the Tenant of any repairs,  changes,  or improvements
in the  Premises.  If the Tenant  should  default  under the  provisions of this
subclause,  the Landlord may, without  prejudice to its rights to terminate this
lease or to  re-enter  the  Premises  for breach of covenant  contained  in this
sub-clause,  comply with any such  requirements  aforesaid  and the Tenant shall
forthwith on demand pay all costs and expenses  incurred by the Landlord in this
regard,  plus an  administrative  charge of fifteen per cent (15%) of such costs
and expenses,  and the Tenant  agrees that all such costs and expenses  shall be
recoverable by the Landlord as if the same were  Additional Rent reserved and in
arrears under this lease.

(1)      Rules and Regulations

To observe and  perform,  and to cause its  employees,  invitees and others over
whom the Tenant can  reasonably  be expected to exercise  control to observe and
perform,  the rules and  regulations  attached as Schedule "F" hereto,  and such
further and other  reasonable  rules and  regulations and amendments and changes
therein as may  hereafter  be made by the  Landlord  and notified to the Tenant,
except that no change may be made that is  inconsistent  with this lease  unless
the Tenant consents thereto.  The Tenant  acknowledges and agrees that the rules
and  regulations,  as from time to time amended,  are not necessarily of uniform
application,  but may be waived in whole or in part in respect of other  tenants
without  affecting  their  enforceability  with  respect  to the  Tenant and the
Premises,  and may be waived in whole or in part with  respect  to the  Premises
without  waiving  them  as to  future  application  to  the  Premises,  and  the
imposition  of such  rules  and  regulations  shall  not  create  or  imply  any
obligation  of the  Landlord  to  enforce  them or create any  liability  of the
Landlord for their non -enforcement.

(m)      Alterations

That the  Tenant  shall  have the  right to make any  alteration,  installation,
addition or  improvement  to the Premises or  construct  or place any  Leasehold
Improvements  or  trade  fixtures  provided  it  first  submits  the  plans  and
specifications  thereof,  (including materials to be used) to the Landlord,  and
further  provided it first obtains the Landlord's  approval  thereof in writing,
such approval not to be unreasonably  withheld. The Tenant shall also obtain the
Landlord's  prior  written  consent  to any  change or changes in such plans and
specifications submitted as aforesaid, subject to the payment of the cost to the
Landlord of having its Architect  approve of such  changes,  prior to proceeding
with  any  work  based  on  such  drawings  or  specifications.  All  reasonable
out-of-pocket  expenses incurred by the Landlord in connection with such request
for approval shall be recoverable from the Tenant. Upon receiving the Landlord's
approval in writing the Tenant shall forthwith commence and diligently  complete
the  installation,  alteration  or erection  of such work.  Any such work may be
performed  by  contractors  engaged  by the  Tenant  but in each case only under
written  contract  approved  in  writing  by the  Landlord  and  subject  to all
reasonable conditions which the Landlord may impose,  provided nevertheless that
the Tenant shall  provide to the Landlord the names of the  contractors  and any
drawings for its approval for any  sprinkler  system,  mechanical  or electrical
work. Without limiting the generality of the foregoing, any work performed by or
for the Tenant  shall be  performed  by  competent  workmen  whose  labour union
affiliations are not incompatible  with those of any workmen who may be employed
in the Building by the Landlord,  its contractors or subcontractors.  The Tenant
shall submit to the Landlord's  reasonable  supervision  over  construction  and
promptly pay to the Landlord's or Tenant's contractors, as the case may be, when
due,  the  cost of all such  work  and of all  materials,  labour  and  services
involved  therein and of all  decoration  and all changes in the  Building,  its
equipment  or services  necessitated  thereby.  The Tenant shall also pay to the
Landlord  a fee  equal  to ten per  cent  (10%)  of the  cost  of the  Leasehold
Improvements  and alterations  representing  the Landlord's  overhead during the
installation by the Tenant of the Leasehold  Improvements and alterations  other
than the first Leasehold  Improvements on the Premises or any expansion premises
or Right of First Refusal  premises.  The Landlord may from time to time prepare
and distribute to the Tenant design criteria  setting forth the Landlord's usual
standards  for the  obtaining  of approval  for any such  alteration,  addition,
improvement,  construction or placing by the Tenant,  and failure to comply with
any such design criteria shall be considered  sufficient reason for the Landlord
refusing its consent  hereunder.  Nevertheless,  such design  criteria shall not
prejudice  the  Landlord's  right to refuse  consent  and shall not  relieve the
Tenant from the  obligation  to obtain the  approval of the Landlord for any and
every such activity. In no event shall the Tenant alter or interfere with window
coverings or other light control  devices  installed by the Landlord on exterior
windows.

In connection with the making, erection, installation or alteration of Leasehold
Improvements and trade fixtures and all other work or  installations  made by or
for the Tenant in the Premises the Tenant  shall comply with all  provisions  of
the  Construction  Lien Act and  other  statutes  from  time to time  applicable
thereto  (including any provision  requiring or enabling the retention by way of
holdback  of portions of any sums  payable)  and except as to any such  holdback
shall promptly pay all accounts relating thereto. The Tenant will not create any
mortgage,  conditional  sale  agreement or other  encumbrance  in respect of its
Leasehold  Improvements  or trade fixtures  without the consent of the Landlord,
nor  shall  the  Tenant  take any  action  as a  consequence  of which  any such
mortgage,  conditional sale agreement or other  encumbrance  would attach to the
Premises, or to the Building.

If and whenever any  construction or other liens for work,  labour,  services or
materials  supplied to or for the Tenant or for the cost of which the Tenant may
be in any way  liable  or  claims  therefore  shall  be  registered  or any such
mortgage,  conditional  sale agreement or other  encumbrance  shall attach,  the
Tenant shall within five (5) days after  receipt of notice  thereof  procure the
discharge  thereof,   including  the  vacating  of  any  certificate  of  action
registered  in  respect  of any lien,  and  failing  which the  Landlord  may in
addition to all other remedies  hereunder make any payments  required to procure
the  discharge  of any  such  hens  or  encumbrances  and any sum so paid by the
Landlord  shall  be paid by the  Tenant  to the  Landlord  forthwith  on  demand
therefor  and shall be  recoverable  by the Landlord in the same manner as rent.
The Landlord's right to  reimbursement  shall not be affected or impaired if the
Tenant  shall  then  or  subsequently  establish  or  claim  that  any  lien  or
encumbrance  so  discharged  was without  merit or  excessive  or subject to any
abatement, set-off or defence.

Any erection,  addition or improvement placed upon the Premises shall be subject
to all the provisions of this lease, and if removed as hereinafter provided, the
Tenant shall repair all damage caused by the installation and removal thereof.

(n)      Energy Conservation

To comply  with  reasonable  measures  introduced  by the  Landlord  or measures
introduced by  legislative  authority from time to time as they relate to Common
Areas or other tenant areas in the interest of energy  conservation and provided
it does not  interfere  with the Tenant's  business on a 7 day a week, 24 hour a
day basis or create  any  employee  security  issues  and to  control  Allocable
Operating  Expenses  whereby  the  Landlord  may by the use of a pulse  or other
system turn out or reduce all lighting in the Office Premises  except  emergency
lighting and lighting which the Tenant may separately control by local switching
for the Premises  (the Landlord to  communicate  from time to time to the Tenant
the schedule for the use of such a system) and reduce energy  consumption in the
Office  Premises,  provided  that if the  Tenant  does not  participate  in such
approved  measures with respect to the  Premises,  the Tenant may be required to
pay, as Special Tenant Operating Expenses, for the additional energy consumed in
the Premises as a result of its not participating in such measures.

(o)      Repair

That the Tenant  shall  repair,  reasonable  wear and tear,  and damage by fire,
lightning,  tempest,  standard  extended coverage  insurance perils,  structural
defect and  weakness  only  excepted;  but this  obligation  shall not extend to
structural  members, or to exterior glass or to repairs which the Landlord would
be required to make pursuant to subclause 7 (h) but for the exclusion  therefrom
of defects not sufficient to impair the Tenant's enjoyment of the Premises while
using them in a manner  consistent  with this lease;  if the Premises occupy the
entire  Rentable  Area of any floor of the  Building  the Tenant shall repair as
aforesaid  and  maintain any  washrooms  on any such floor.  The Landlord or its
agents at all reasonable times during the term may enter the Premises to inspect
the condition  thereof;  where an inspection  reveals  repairs are necessary and
required  by the lease to be done by the  Tenant,  the  Landlord  shall give the
Tenant  notice in writing and  thereupon  the Tenant  shall within five (5) days
from the  delivery  of such  notice,  make,  or commence  making and  diligently
proceed with, the necessary  repairs in a good and  workmanlike  manner;  if the
Tenant fails to repair  after  receiving  notice as  aforesaid  the Landlord may
commence or complete the  necessary  repairs and any expenses so incurred by the
Landlord  plus an  administrative  charge of ten per cent (10%) of such expenses
shall be  recoverable  by the  Landlord  as if the  same  were  Additional  Rent
reserved and in arrears.

(p)      Damage by Tenant

That if any part of the Building  including  exterior  glass and the systems for
interior  climate  control and for the  provision of  utilities,  becomes out of
repair,  damaged or destroyed  through the negligence of or misuse by the Tenant
or its employees,  agents,  invitees or others under its control, the expense of
repairs or replacements  thereto necessitated thereby shall be reimbursed to the
Landlord by the Tenant promptly upon demand save in respect of Insured Damage.

(q)      Utilities

From and after the  Commencement  Date,  the  Tenant  shall pay to the  Landlord
within thirty (30) days of demand therefor:

     (i)  all rates and charges for water,  gas, and electric power services and
          all  other  utilities  supplied  to or used  in  connection  with  the
          Premises as determined  by the Landlord on a consistent  basis for all
          tenants of all premises in the Building,

and

     (ii) a reasonable amount for the cleaning, maintaining and servicing of the
          electric lighting  fixtures in the Premises  including the replacement
          of electric light bulbs, tubes, starters and ballasts.  Such cleaning,
          maintaining,  servicing and replacement  shall be within the exclusive
          right of the Landlord.

     (iii)If there are no separate  meters for measuring the consumption of such
          utilities, the Tenant shall pay to the Landlord, in advance by monthly
          instalments  as  Additional  Rent,  such amounts as may be  reasonably
          estimated  by the  Landlord  from  time to  time  as the  cost of such
          utilities  for the  Premises.  The Tenant  shall  advise the  Landlord
          forthwith of any  installations,  appliances or business machines used
          by the Tenant and  consuming  or likely to  consume  large  amounts of
          electricity  or other  utilities and further,  and the Landlord  shall
          have the right to require  the  Tenant to install a separate  meter at
          the Landlord's expense.

(r)      Tenant not to Overload Facilities

The Tenant  shall not install  any  equipment  which may exceed or overload  the
capacity of any utility, electrical or mechanical facilities in the Premises and
the Tenant will not bring onto the Premises or install any  utility,  electrical
or  mechanical  facility or service  which the Landlord  does not  approve.  The
Tenant agrees that if any equipment  installed by the Tenant requires additional
utility,  electrical  or  mechanical  facilities,  the  Landlord may in its sole
discretion if they are available  elect to install them at the Tenant's  expense
and in  accordance  with  plans and  specifications  approved  in advance by the
Landlord  and as may be required by the  Landlord's  insurance  underwriters  or
governmental authorities having jurisdiction.

LANDLORD'S COVENANTS

7. And the Landlord covenants with the Tenant:

(a)      Quiet Enjoyment

For quiet enjoyment.

(b)      Heating, Ventilating, and Air-Conditioning

To maintain in the Premises  conditions  of reasonable  temperature  and comfort
during Normal  Business Hours in accordance  with standards of interior  climate
control  generally  pertaining  at the date of this lease  applicable  to normal
occupancy of premises for office  purposes,  such conditions to be maintained by
means  of a  system  for  heating  and  cooling,  dehumidifying,  filtering  and
circulating air and processed air.

The Landlord shall not be  responsible  for any inadequacy of performance of the
said system if the  occupancy of the  Premises  exceeds one person for every 100
square feet of floor area, or if the  electrical  power consumed in the Premises
for all  purposes  exceeds  normal  use for  office  purposes,  or if the Tenant
installs partitions or other installations in locations which interfere with the
proper operation of the system of interior  climate  control.  If the use of the
Premises does not accord with the aforementioned requirements and changes in the
system are (in the reasonable opinion of the Landlord)  desirable to accommodate
such use the  Landlord  may make such  changes  and the  entire  expense of such
changes will be reimbursed by the Tenant to the Landlord on demand, and shall be
recoverable by the Landlord as if the same were  Additional Rent reserved and in
arrears.  If in the opinion of the Landlord,  such changes result in maintenance
costs or operating  costs in excess of those which would have  occurred had such
changes not been made,  the Landlord may estimate the amount of such excess on a
reasonable basis and such amount shall be a Special Tenant Operating Expense.

(c)      Cleaning

To provide janitor and cleaning services,  including outside window washing,  to
the Building including the Premises and common areas of the Building  consisting
of the services to be rendered substantially in accordance with the standards of
office  buildings of a similar  type at the date of this Lease.  It is agreed by
the Tenant that any  janitor or  cleaning  services  (including  outside  window
washing)  which the Landlord  shall provide to the Premises in addition to those
described above, shall be Additional Services.

(d)      Electric and Water Services

In  accordance  with  Schedule "C" attached to bring  electrical  and  telephone
service to the floor on which the Premises are situate,  and to provide water to
washrooms  available  for the  Tenant's  use. The Landlord may from time to time
establish a reasonable  procedure (and, in that event,  shall notify the Tenant)
to determine whether the use by the Tenant of electricity is in excess (on a per
square foot basis) of the normal office  consumption  in the Building or outside
Normal  Business  Hours  and,  if so,  may charge the Tenant for the cost of the
excess as a Special Tenant Operating Expense.  If the Tenant is unsatisfied with
such  procedure,   and  desires  the  installation  of  a  separate  electricity
consumption  meter, any installation that may be agreed to by the Landlord shall
be at the expense of the Landlord.

(e)      Elevators

To furnish,  except when  repairs are being  made,  passenger  elevator  service
during Normal Business Hours; operator-less automatic elevator service, if used,
shall be deemed elevator service within the meaning of this  sub-clause,  and to
permit the Tenant and the  employees  of the Tenant to have the free use of such
elevator service in common with others.  All deliveries to the Premises shall be
made  by  the  elevator  designated  by the  Landlord  during  hours  prescribed
therefore by the Landlord.

(f)      Washrooms

In  accordance  with  Schedule "B"  attached to provide  washrooms on each floor
occupied by the Tenant,  and to give the Tenant and the Tenant's  employees  and
all other  persons  authorized  by the  Tenant in common  with  others  entitled
thereto to use, according to their sex, the washrooms so provided, provided that
where any Tenant is in occupation of an entire floor of the Building, the Tenant
so in occupation may exclude all other tenants and their employees and invitees,
from the use of the washrooms located on any such floor.

(g)      Maintain Building

To operate and maintain the Building, so that the Premises shall be suitable for
the purpose for which they are hereby leased, but not to maintain anything which
under the provisions of this lease is the obligation of the Tenant.

(h)      Repair

Subject to the  provisions  of subclause 6 (o) hereof,  to keep the Building and
the  structural  members or  elements of the  Premises in a good and  reasonable
state of repair and to repair defects in construction performed, or installation
made,  by the Landlord to the Building if, and to the extent that,  such defects
impair  the  enjoyment  of the  Premises  by the  Tenant  using them in a manner
consistent with this Lease;  provided that the Landlord shall not be required to
repair  Leasehold  Improvements  unless  and to the  extent  that  damage to any
Leasehold  Improvements  is caused by the  negligence of the Landlord,  Landlord
acknowledges  there will be a one year warranty on  construction  performed,  or
installation made, by the Landlord to the Building.

(i)      Snow Removal

Whenever  reasonably  required,  to  remove  ice and  snow  from  the  sidewalks
appurtenant to the Building, all walkways, ramps, driveway and parking areas.

(j)      Insurance

To insure and keep insured the Building and all improvements  and  installations
made by the  Landlord  in the  Premises  (other  than  improvements  made in the
Premises  on behalf of the  Tenant or any  previous  occupant  of the  Premises)
against  loss or damage by fire,  lightning,  tempest,  and such other  standard
extended  coverage  insurance  perils as are normally  entered into from time to
time during the term by owners of similar buildings for such an amount as in the
opinion of the Landlord is  necessary to protect the Landlord  against such loss
or damage,  and on such terms and with such  insurer as the  Landlord may in its
absolute discretion determine; provided that and it is agreed, that the Landlord
shall not be required to insure any Leasehold  Improvements in the Premises; and
further  provided,  and it is further  agreed,  that the  Landlord  shall not be
liable:

     (i)  for any damage,  (other than Insured Damage) which is caused by steam,
          water,  rain or snow which may leak into,  issue or flow from any part
          of the Building,  or from the pipes or plumbing  works,  including the
          sprinkler system, or from any other place or quarter or for any damage
          caused by or  attributable  to the  condition  or  arrangement  of any
          electric  or other  wiring  or of  sprinkler  heads or for any  damage
          caused by anything done or omitted by any other tenant;

     (ii) for any act or omission  (including theft,  malfeasance or negligence)
          on the part of any  agent,  contractor,  or  person  from time to time
          employed  by  it  to  perform  janitor  services,  security  services,
          supervision  or  any  other  work  in or  about  the  Premises  or the
          Building; or

     (iii)for loss or damage, however caused, to money,  securities,  negotiable
          instruments, papers or other valuables of the Tenant;

All policies  required to be written on behalf of the Landlord  pursuant to this
subclause shall contain a waiver of any subrogation  rights which the Landlord's
insurers may have  against the Tenant and against  those for whom the Tenant is,
in law,  responsible whether any such damage is caused by the act, omission,  or
negligence  of  the  Tenant  or by  those  for  whom  the  Tenant  is,  in  law,
responsible.

The  Landlord  shall  have the right to stop the use of the  facilities  and the
supply of the services  mentioned  in this clause 7 when  necessary by reason of
accident, or during the making of repairs,  alterations,  or improvements to any
of the said services or facilities which the Landlord in its absolute discretion
deems   necessary  or  desirable   until  the  said  repairs,   alterations   or
improvements,  shall have been  completed to the  satisfaction  of the Landlord,
provided it provides prior notice to the Tenant, it being agreed that such prior
notice is not required in the case of an emergency,  but the Landlord shall make
such  repairs,  alterations  or  improvements  with all  reasonable  speed,  the
Landlord  shall not be liable for failure to operate any of the said  facilities
or supply any of the said services during any such stoppage as aforesaid, or for
any  period of time that the  Landlord  is  prevented  from  operating  any such
facilities  or  supplying  any such  services  by reason of strike,  by order or
regulation  of any  governmental  authority  or agency,  or failure of  electric
current.  steam or water supply  necessary to the operation of any such facility
or the supply of any such  service,  or by the failure to obtain any such supply
with the  exercise of  reasonable  diligence  or by any other  cause  beyond the
Landlord's reasonable control.

Indemnification of Tenant

That the  Landlord  shall  indemnify  the Tenant and save it  harmless  from and
against any and all loss, costs, claims, actions, damages, liability and expense
in  connection  with any breach,  violation or  nonperformance  of any covenant,
obligation or agreement of the Landlord under this Lease.

MONTHLY TENANCY

8. If the Tenant shall  continue to occupy the Premises  after the expiration of
the term of this lease, with the consent of the Landlord and without any further
written  agreement,  the Tenant  shall be a monthly  tenant at a monthly  rental
equal to the monthly  instalments of rent and additional rent payable  hereunder
during the term hereby granted or any renewal thereof, such rental to be payable
in advance on the first day of each and every month and such monthly  tenancy to
be upon the terms and  conditions  and subject to all other  charges and amounts
payable as set out herein except as to length of tenancy.

ASSIGNMENT AND SUBLETTING

9. (a) The Tenant  will not  assign,  set over,  transfer,  sublet or  sublease,
hypothecate, encumber or in any way deal with or part with the whole or any part
of the  Premises  to  anyone,  for or during the whole or any part of this term,
without  written  consent first being obtained from the Landlord,  provided that
such consent shall not be unreasonably  withheld as to any proposed  assignee or
sublessee  who,  in  the  Landlord's  judgment.  has  a  satisfactory  financial
condition and a good reputation in the business community, and who agrees to use
the Premises for purposes satisfactory to the Landlord,

And further provided,  however, and it is made a condition to the giving of such
consent that:

     (i)  any  proposed  assignee  or  sublessee  of this lease  shall  agree in
          writing to assume and perform all of the terms, covenants,  conditions
          and  agreements by this lease imposed upon the Tenant herein in a form
          to be approved by the solicitor for the Landlord;

     (ii) in the event of an assignment  consented to by the Landlord the Tenant
          shall  nonetheless   remain   responsible  to  the  Landlord  for  the
          fulfillment of all obligations created by this Lease;

     (iii)the total rent to be paid by the assignee or subtenant  which  exceeds
          the Basic Rent and Additional Rent (on a proportionate  basis relative
          to the space  occupied) to be paid by the Tenant to the Landlord under
          the terms of the Lease, shall be paid to the Landlord; and

     (iv) any  fee,  payment,  charge  or  other  consideration  payable  by the
          assignee or subtenant in respect of the  Tenant's  assignment  of this
          Lease or subletting of the Premises shall accrue to the benefit of and
          shall be paid to the Landlord.

Without  limitation,  the  Tenant  shall for the  purpose  of this  clause 9, be
considered  to assign or sublet in any case where it permits the Premises or any
portion  thereof to be occupied by persons other than the Tenant,  its employees
and others engaged in carrying on the business of the Tenant,  whether  pursuant
to assignment,  subletting,  license or other fights, and shall also include any
case where any of the foregoing occurs by operation of law.

(b) The Tenant  shall not  assign  this lease or sublet the whole or any part of
the Premises unless:

     (i)  The Tenant shall have  obtained a bona fide  written  offer to take an
          assignment or to sublet for an intended use permitted under this Lease
          which the Tenant has determined to accept  subject to compliance  with
          this clause 9. Such offer shall  disclose any and all payments made or
          to be made by the proposed  assignee or subtenant as consideration for
          such assignment or subletting; and

     (ii) The Tenant  shall have first  requested  and  obtained  the consent in
          writing of the Landlord thereto.

Any request for consent  shall be in writing and  accompanied  by a true copy of
the  offer,  and the  Tenant  shall  furnish  to the  Landlord  all  information
available to the Tenant and requested by the Landlord as to the  responsibility,
reputation,  financial  standing  and  business  of  the  proposed  assignee  or
subtenant.  If such consent shall be given the Tenant shall assign or sublet, as
the case may be,  only  upon the terms  set out in the  offer  submitted  to the
Landlord as aforesaid and not otherwise.

ADDITIONAL SERVICES

10. (a) If the Tenant  wishes any  Additional  Services  to be  performed  in or
relating  to the  Premises it shall so advise the  Landlord in writing,  and the
Landlord  shall  have the right,  but not the  obligation,  to perform  any such
Additional  Services.  If the Landlord performs any such Additional Services the
Tenant  shall  pay  the  Cost  of  Additional  Services  so  performed,  plus an
administrative  charge of ten per cent (10%) of such cost,  forthwith  on demand
upon receipt of the invoice therefor from the Landlord. If the Landlord does not
wish to exercise its rights to perform any Additional Services, the Tenant shall
not cause any such Additional  Services to be performed by any person unless and
until he has obtained the consent of the Landlord in writing to the  performance
of such Additional  Services by such person, such consent not to be unreasonably
withheld.

DAMAGE OR DESTRUCTION

11.  (a) In the event of  damage to the  Premises  or to other  portions  of the
Building which affect access or services  essential to the Premises,  and if the
damage is such that the Premises or any substantial part thereof is rendered not
reasonably  capable of use and  occupancy  by the Tenant for the  purpose of its
business for any period of time in excess of ten (10) days, then:

     (i)  unless the damage was caused by the fault or  negligence of the Tenant
          or its employees,  agents,  invitees or others under its control, from
          and after the  expiration of ten (10) days after the occurrence of the
          damage and until the Premises are again reasonably  capable of use and
          occupancy as aforesaid,  the rental payable  pursuant to clause 3 (but
          not the Tenant's  Proportionate  Share of Allocable Operating Expenses
          and Allocable Taxes, or any other payments  required to be made by the
          Tenant  hereunder except to the extent of any direct reduction in such
          Allocable  Operating  Expenses and Allocable Taxes arising as a result
          of such  damage)  shall abate from time to time in  proportion  to the
          part or parts of the Premises not  reasonably  capable of such use and
          occupancy;

     (ii) Subject  to  subclause  (b)  below,  the  Landlord  and  Tenant  shall
          diligently  commence  and  complete  repairs  to any  such  damage  in
          accordance with their  obligations under this lease, but to the extent
          that any part of the  Premises is not  reasonably  capable of such use
          and  occupancy  by reason of damage  which the Tenant is  obligated to
          repair  hereunder,  any  abatement  of rent to which the Tenant  would
          otherwise be entitled  hereunder  shall not extend later than the time
          by which,  in the reasonable  opinion of the Landlord,  repairs by the
          Tenant ought to be completed with reasonable diligence.

(b)  Notwithstanding  subclause  11  (a)  above,  in  the  event  of  damage  or
destruction to the Premises or to the Building,  which in the reasonable opinion
of the  Landlord  cannot  be,  using  reasonable  diligence,  repaired  or  made
reasonably  fit for occupancy  within one hundred and eighty (180) days from the
date of damage or destruction, then:

     (i)  if the destruction or damage is to the Building, the Landlord, or:

     (ii) if the  destruction  or damage is to the Premises,  either party,  may
          terminate  this lease on written notice given within  forty-five  (45)
          days after the occurrence of such damage or destruction.

In the event of such  damage or  destruction  occurring  in the last year of the
term hereof or any renewal  thereof,  so that the  Premises or the  Building are
incapable of being rebuilt or made  reasonably  fit for occupancy  within thirty
(30) days from the date of damage or  destruction,  the Landlord  may  terminate
this lease on written  notice given within twenty (20) days after the occurrence
of such damage or destruction.

In the event that any  mortgagee  or other  person  entitled  thereto  shall not
consent to the payment to the Landlord of the proceeds of any  insurance  policy
for the purpose of rebuilding  or restoring  the Building or the  Premises,  the
Landlord may terminate this lease on written notice.

(c) Upon the termination of this lease, as hereinbefore  provided,  Rent, or the
proportionate part of Rent abated as aforesaid,  and any other sums owing by the
Tenant  to the  Landlord  shall  be  apportioned  and  paid to the  date of such
termination  and  the  Tenant  shall  forthwith  deliver  up  possession  of the
Premises.

(d) The  certificate of the Architect as to the length of time  required,  using
reasonable diligence,  to rebuild or restore the Building or the Premises, or as
to when the Premises or any portion  thereof are reasonably fit for occupancy by
the Tenant shall be conclusive and binding upon the Landlord and the Tenant.

LEASEHOLD IMPROVEMENTS AND TRADE FIXTURES

12.  Subject to the  provisions  of  Section 28 of  Schedule  "E"  attached  all
Leasehold  Improvements  in or upon the Premises  shall  immediately  upon their
placement be and become the Landlord's property without compensation therefor to
the Tenant.  Except to the extent otherwise  expressly agreed by the Landlord in
writing, no Leasehold Improvements, trade fixtures, furniture or equipment shall
be removed by the Tenant from the Premises either during or at the expiration or
sooner termination of the term except that:

     (i)  the Tenant may at the end of the term remove its trade fixtures;

     (ii) the Tenant shall at the end of the term remove such trade  fixtures in
          the Premises as the Landlord shall require to be removed; and

     (iii)the Tenant may remove its  furniture  and  equipment at the end of the
          term,  and also during the term in the usual and normal  course of its
          business  where such  furniture or equipment has become excess for the
          Tenant's purposes or the Tenant is substituting therefor new furniture
          and equipment.

The Tenant shall,  in the case of every  removal  either during or at the end of
the term,  make good at the  expense  of the  Tenant  any  damage  caused to the
Premises by the installation and removal.

SIGNS AND DIRECTORY

13. See Schedule "E", Riders Nos.26 and 27.

ACCESS, INSPECTION, RIGHT TO SHOW PREMISES

14.(a)  The  Landlord  shall have the right at any time and from time to time to
enter and to have its authorized  agents,  employees and  contractors  enter the
Premises in the event of an emergency or for the purpose of  inspection,  window
cleaning, maintenance, providing janitor service, making repairs, alterations or
improvements  to the Premises or the  Building,  and to have access to utilities
and services (including  underfloor conduits and access panels, which the Tenant
agrees not to obstruct) and the Tenant shall provide free and unhampered  access
for  the  purpose,   and  shall  not  be  entitled  to   compensation   for  any
inconvenience, nuisance or discomfort caused thereby. The Landlord in exercising
this right shall  proceed in such a manner so as to minimize  interference  with
the Tenant's use and enjoyment of the Premises.

(b) The Landlord and its authorized agents and employees shall have the right of
entry to the  Premises  during the last  twelve  (12)  months of the term or any
extension thereof for the purpose of exhibiting them to prospective tenants.

LANDLORD'S REMEDIES

15.(a)   Re-entry

The  Landlord  may  re-enter  upon  non-payment  of rent or  non-performance  of
covenants subject to the provisions of this lease;

(b) Remedies of Landlord

If the Tenant  shall fail to make any payment or part  thereof for five (5) days
after the due date  therefor,  or shall fail to  perform  or  observe  any other
covenants,  provisos or  agreements  contained  herein which such failure  shall
continue for fifteen (15) days after written  notice  thereof,  provided if such
failure  cannot be cured within 15 days, the Tenant shall not be deemed to be in
default  herein if it has commenced the cure of such failure  within such 15 day
period and has diligently  pursued its cure  thereafter,  then, and in each such
case, the Landlord shall have the following remedies:

     (i)  Termination

     The Landlord may by written notice terminate this Lease,  without prejudice
     to any  other  rights  or  remedies  it may  have,  and rent and any  other
     payments  for which the Tenant is liable shall be  apportioned  and paid in
     full to the date of such termination  together with the reasonable expenses
     of the Landlord  attributable  to the  termination of the lease,  including
     legal fees on a  solicitor/client  basis, and the Tenant shall  immediately
     deliver up possession of the Premises to the Landlord;

     (ii) Recovery of Expenses

     The Landlord may enter the Premises and perform the obligation on behalf of
     the Tenant,  and shall not be liable for any loss or damage to the Tenant's
     goods,  chattels or business  caused in so doing.  Any reasonable  expenses
     incurred by the Landlord in so doing (including,  without limitation, legal
     fees on a  solicitor/client  basis  and  compensation  for  the  Landlord's
     services) together with interest thereon at the rate of five (5) percentage
     points  above  the  lowest  rate of  interest  at the  date or dates of the
     incurring  of  such  expenses   quoted  by  chartered  banks  to  the  most
     credit-worthy  borrowers  for  prime  business  loans,  as  determined  and
     published by the Bank of Canada shall be paid by the Tenant to the Landlord
     forthwith on demand therefor and shall be recoverable in the same manner as
     Rent.

     (iii) Right to Relet

     The  Landlord  shall have the right to enter the  Premises and to relet the
     same as agent for the Tenant for whatever  term and on whatever  conditions
     the Landlord shall, in its sole discretion,  deem advisable, and the Tenant
     shall pay to the Landlord,  in monthly  instalments  for the balance of the
     term of this lease  (which  shall be deemed for the  purposes  of this item
     (iii) not to have been terminated by any action of the Landlord  hereunder,
     including the making of alterations to the Premises  deemed by the Landlord
     to be  necessary  or  advisable  for the purpose of  reletting  them),  any
     deficiency  between the sum of one-twelfth of the Rent and Additional  Rent
     payable  pursuant  to clause 3 hereof and the  amount,  if any, of Rent and
     Additional  Rent  actually  received  by the  Landlord  in  respect  of the
     Premises,  after deducting therefrom all amounts reasonably attributable to
     the reletting of the Premises or any portion thereof:

(c)      Curing of Default

In the  event  of a  default  by the  Tenant  such as can be  cured  only by the
performance  of work or the  furnishing  of  materials,  and if such work cannot
reasonably be completed or such materials  reasonably  obtained  and/or utilized
within  fifteen (15) days,  such default  shall not be deemed to continue if the
Tenant proceeds  promptly with such work as may be necessary to cure the default
and diligently complete the same;

(d)      Distress

The Tenant  waives and  renounces  the benefit of any present or future  statute
taking away or limiting  the  Landlord's  right of distress  and  covenants  and
agrees that  notwithstanding  any such statute none of the goods and chattels of
the Tenant on the Premises at any time during the term shall be exempt from levy
by  distress  for Rent or any  other  charges.  If the  Tenant  shall  leave the
Premises  leaving any Rent or other amounts  owing under this Lease unpaid,  the
Landlord,  in addition  to any other  available  remedy,  may seize and sell the
goods and  chattels  of the  Tenant  at any  place to which the  Tenant or other
person may have  removed  them in the same manner as if such goods and  chattels
had remained and been distrained upon the Premises.

(e)      Interest

All sums, for Rent or otherwise, payable to the Landlord under the terms of this
Lease shall bear interest at a rate five (5) percentage  points above the lowest
rate of interest quoted by chartered banks to the most  credit-worthy  borrowers
for prime business loans, as determined and published by the Bank of Canada from
their respective due dates until the actual dates of payment.

(f)      Application of Receipts

The Tenant covenants and agrees that the Landlord may, at its option,  apply all
sums received from the Tenant to any Rent or other amounts payable  hereunder in
such order as the Landlord sees fit.

BANKRUPTCY, IMPROPER USE, ETC.

16.  Subject to any other  rights or remedies  available  to the  Landlord,  the
Tenant  covenants and agrees that if the term hereby granted or any of the goods
and chattels of the Tenant on the Premises  shall be at any time during the term
hereof  seized or taken in execution or attachment by any creditor of the Tenant
or if the Tenant shall make any assignment for the benefit of creditors,  or any
bulk sale, or becoming  bankrupt or insolvent  shall take the benefit of any Act
now or hereafter in force for bankrupt or insolvent  debtors,  or if a receiving
order is made against the Tenant,  or if any order shall be made for the winding
up of the Tenant,  or if the Premises  shall without the written  consent of the
Landlord  become and remain  vacant for a period of four (4) days, or be used by
any other  persons  than such as are entitled to use them under the term of this
Lease,  or if the Tenant  shall  without  the  written  consent of the  Landlord
abandon or attempt to  abandon  the  Premises  or to sell or dispose of goods or
chattels  of the Tenant or to remove  them or any of them from the  Premises  so
that  there  would not in the event of such  abandonment,  sale or  disposal  be
sufficient goods on the Premises,  subject to distress to satisfy the rent above
due or accruing  due, or if the Premises are used for a purpose  other than that
as herein  provided,  then in every such case, the then current month's Rent and
the next ensuing three months' Rent together with all additional charges payable
by the Tenant hereunder (to be pro-rated if necessary) shall immediately  become
due and be payable and the  Landlord may  re-enter  and take  possession  of the
Premises  as  though  the  Tenant  or the  servants  of the  Tenant or any other
occupant of the  Premises  were holding  over after the  expiration  of the term
hereof, and the said term shall, at the option of the Landlord, forthwith become
forfeited and determined,  and in every one of the cases above, such accelerated
Rent shall be  recoverable by the Landlord in the same manner as the Rent hereby
reserved.

17.      INTENTIONALLY DELETED

18.      INTENTIONALLY DELETED

19.      PARKING

The Landlord shall have the right to establish Rules and  Regulations  governing
the use of the parking from time to time and the Tenant hereby agrees to observe
and abide by all such Rules and  Regulations.  See Schedule "E",  Section No.20.
Notwithstanding  anything contained to the contrary in either the Offer to Lease
accepted  November 26th, 1998 between the Landlord and the Tenant or this Lease,
the Tenant  acknowledges  and agrees that its  proportionate  share usage of the
carpark   facilities  is  greater  than  any  existing  or  future  tenants  and
accordingly,  the Landlord's annual estimate of Tenant's  Proportionate Share of
Allocable  Operating  Expenses will take into account the Tenant's greater usage
of the carpark facilities.

NOTICES

20. All  notices or other  documents  required  or which may be given under this
lease  shall be in  writing,  duly  signed by the party  giving  such notice and
transmitted by registered or certified mail, facsimile or personally  delivered,
addressed as follows:

To the Landlord at:

2025 Sheppard Avenue East, Suite 1201,Willowdale, Ontario, M2J 1V7

To the Tenant at:

Saville Systems Canada,  Ltd.,  4445 Calgary Trail South,  7th floor,  Edmonton,
Alberta, T6H 5R7 Attention: Jane Lewchuk

Any notice or  document  so given  shall be deemed to have been  received on the
third business day following the date of mailing,  if sent by registered mail or
telegrammed,  but shall be deemed to have been received on the next business day
if transmitted  by telex.  Such notice shall also be  sufficiently  given if and
when the same shall be delivered,  in the case of notice to the Landlord,  to an
executive  officer of the Landlord,  and in the case of notice to the Tenant, to
the Tenant  personally or to an executive officer of the Tenant if the Tenant is
a corporation.

Such notice, if delivered,  shall be conclusively  deemed to have been given and
received at the time of such delivery.  If in this lease two or more persons are
named as Tenant,  such notice shall also be  sufficiently  given if and when the
same shall be delivered  personally  or mailed as provided for herein to any one
of such  persons.  Any party may from time to time by notice  given as  provided
above change its address for the purpose of this clause.

LEGAL COSTS

21. If the Landlord  shall  commence an action for  collection  of rent or other
sums payable under this lease or if the same shall be collected  upon the demand
of a solicitor or if the Landlord shall commence an action to compel performance
of any of the terms, conditions,  covenants or provisoes under this lease or for
damages  for  failure of the Tenant to perform  the same or if the same shall be
performed  upon the demand of a solicitor  then,  unless the Landlord shall lose
such action, the Landlord shall collect from the Tenant and the Tenant shall pay
to the  Landlord  all  reasonable  solicitor's  fees  in  respect  thereof  on a
solicitor and client basis.

PRIOR INTERESTS

22.(a) Provided a lender enters into a Non-Disturbance and Attornment  Agreement
in a form  as set out in as set out in  Schedule  "G"  attached  this  lease  is
subject and  subordinate  to all  mortgages or deeds of trust and all  renewals,
modifications, consolidations, replacements and extensions thereof which may now
or at any time hereafter affect the Premises in whole or in part or the Building
in whole or in part and  whether or not such  mortgages  or deeds of trust shall
affect only the Premises or the Building of which the Premises shall form a part
or shall be blanket  mortgages  or deeds of trust  affecting  other  premises as
well.  The Tenant  shall at any time on notice from the  Landlord  attorn to and
become a tenant of a  mortgagee  or trustee  under any such  mortgage or deed of
trust  upon the same terms and  conditions  as set forth in this lease and shall
execute  promptly on request by the Landlord any  certificates,  instruments  of
postponement or attornment or other  instruments  from time to time requested to
give full effect to this  requirement or to set out the status of this lease and
the state of accounts between the Landlord and the Tenant, and the Tenant hereby
constitutes  the Landlord the agent or attorney of the Tenant for the purpose of
executing any such  certificates,  instruments of  postponement or attornment or
other instruments necessary to give full effect to this clause;

NO WAIVER OF DEFAULT

23.(a)  No  condoning,  excusing,  overlooking  or delay in  acting  upon by the
Landlord of any default,  breach or  non-observance by the Tenant at any time or
times in  respect of any  covenant,  proviso or  condition  in this lease  shall
operate as a waiver of the Landlord's  rights under this lease in respect of any
such or continuing  subsequent  default,  breach or non-observance and no waiver
shall be inferred  from or implied by anything  done or omitted by the  Landlord
except an express waiver in writing.

(b) All rights and  remedies  of the  Landlord  set forth in this lease shall be
cumulative and not alternative;

(c) If the Landlord  shall assign this lease to a mortgagee or mortgagees of the
Premises or of the  Building or to any other  person or persons  whatsoever  the
Landlord  shall  nonetheless  be entitled to  exercise  all rights and  remedies
reserved under this lease without providing  evidence of the approval or consent
of such mortgagee, mortgagees or any other persons whatsoever.

24.      INTENTIONALLY DELETED

25.      INTENTIONALLY DELETED

DUCTS

26. With the  exception of the data cabling  rooms  located on each floor of the
Premises,  the Landlord shall have the right to run utility lines,  pipes,  roof
drainage pipes, conduit wire, or ductwork where necessary, through above-ceiling
space,  column  space,  the  interiors  of walls and  beneath  the floors of the
Premises and to maintain  the same in a manner  which does not unduly  interfere
with the Tenant's use thereof.

REGISTRATION

27. The Tenant shall not register  this lease  against the title to the Building
in either the Registry or Land Titles  Offices.  If the Tenant desires to make a
registration  for the  purpose  only of  giving  notice of this  lease  then the
parties hereto shall  contemporaneously with the execution of this lease execute
a short form thereof  acceptable to the Landlord,  for the purpose of supporting
an application for registration of notice thereof.

SEVERABILITY

28. If any  clause  or  clauses  or part or parts of  clauses  in this  lease be
illegal or unenforceable  it or they shall be considered  separate and severable
from the lease and the  remaining  provisions  of the lease shall remain in full
force and effect and shall be binding upon the parties hereto as though the said
clause or clauses or part or parts of clauses had never been included.

INTERPRETATION

29.(a)  Whenever a word importing the singular  number only is used in the lease
such word shall include the plural,  and words importing  either gender or firms
or  corporations  shall  include  the  persons  of  other  gender  and  firms or
corporations  where  applicable.  Any reference to the term of this lease shall.
unless the context otherwise requires, be deemed to include any renewals hereof;

(b) The word  "clause"  shall refer to each portion of this lease  introduced or
headed by an Arabic figure;  the word "subclause" shall refer to each portion of
this lease introduced or headed by an English letter,  and the word "Item" shall
refer to each portion of this lease  introduced  by a small roman  numeral.  The
headings  of clauses,  subclauses  and items  appearing  in this lease have been
inserted as a matter of convenience and for reference only and in no way define,
limit or enlarge the scope or meaning of this lease or of any provision thereof.

SUCCESSORS

30. This lease,  together with the Schedules annexed hereto, shall extend to, be
binding upon and enure to the benefit of the parties hereto and their respective
heirs, legal personal representatives, successors and assigns (as limited by the
provisions of this lease) and shall be interpreted  in accordance  with the laws
of the Province of Ontario and the parties hereto attorn to the  jurisdiction of
the Province of Ontario.

JOINT AND SEVERAL LIABILITY

31. The Tenant and the Indemnifier  covenant with the Landlord that each of them
is jointly and  severally  bound for the  fulfilment of all  obligations  of the
Tenant under this lease and that Appendix "1" is an integral part of this lease.

SCHEDULE "E" AND PAGE 14A OF SCHEDULE "E" IS AN INTEGRAL PART OF THIS LEASE

32. The Landlord and Tenant agree that  Schedule "E" is an integral part of this
Lease. In the event of any  inconsistency  or conflict between the provisions of
Schedule "E" and the other provisions of this Lease, the Landlord and the Tenant
agree that the  provisions of Schedule "E" shall govern and that the document as
a whole shall be construed to give  paramountcy  to the provisions and intent of
Schedule  "E".  The Landlord and Tenant agree that if Schedule "E" does not deal
with a  particular  matter  that is dealt with in the Lease,  the  provision  or
provisions of the Lease shall govern.

LANDLORD TO ACT REASONABLY

33. Despite anything contained in this Lease to the contrary, (a) any allocation
of any cost, charge or expenses which is to be determined by Landlord under this
Lease shall be done on a reasonable  and equitable  basis,  (b) whenever in this
Lease  Landlord's  consent,  permission  or approval is required,  such consent,
permission or approval  shall not be  unreasonably  withheld or delayed,  but if
Landlord does not respond  within 15 Business Days to Tenant's  request for such
consent, permission or approval, then Landlord's consent, permission or approval
shall be deemed to be given to Tenant's  request,  and (c) in exercising  any of
its rights  under this Lease,  Landlord  shall act  reasonably  and as a prudent
owner of a similar office building having regard to size, age and location.

IN WITNESS  WHEREOF the corporate  parties  hereto have  hereunto  affixed their
corporate  seals,  attested  by the hands of their  respective  duly  authorized
officers in that behalf,  and any other  parties  hereto have hereunto set their
respective hands and seals.

MONARCH CONSTRUCTION LIMITED

per:     Name:    /s/Ian R. Taylor

         Title:   Vice President

per:     Name:    /s/David George

         Title:   Vice President


SAVILLE SYSTEMS CANADA, LTD.

per:     Name:    /s/John J. Boyle, III

         Title:   Chairman and CEO

per:     Name:    /s/Christopher A. Hanson

         Title:   CFO



<PAGE>



                                  SCHEDULE "A"

                             DESCRIPTION OF PREMISES

To be read  with  and form a part of this  lease  between  MONARCH  CONSTRUCTION
LIMITED (LANDLORD) and SAVILLE SYSTEMS CANADA LTD. (TENANT)

Part of  Block  4.  Plan  65M-2620  designated  as part of  Parts 1 and 2,  Plan
65R-19184 and subject to those easements and restrictions set out in Parts 3, 4,
5, 6 and 7, Plan  65R-19184  in the Land  Registry  Office  for the Land  Titles
Division of York No.65

Property Identification Number 03030-0031


<PAGE>


                                  SCHEDULE "B"

Map of premises


<PAGE>



                                  SCHEDULE "C"

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

MONARCH CONSTRUCTION LIMITED (LESSOR) AND SAVILLE SYSTEMS CANADA LTD. (LESSEE)

REQUIREMENTS FOR NEW BUILDING

GENERAL

All building components will be in keeping with a Class "A" type building.

Building should meet energy performance requirements of ASHRAE 90. 1.

Saville  Systems to have  opportunity to review  building design and finishes to
ensure  appearance  in  keeping  with  Saville  Systems'   corporate   identity.
Responsibility for building performance, management and maintenance remains with
the building owner.

Saville  reserves the right to use their own contractor and own  consultants for
tenant improvement work.

EXTERIOR SITE DESIGN

Hard surface walkways to be at a minimum either concrete or interlocking pavers.

Planting:

o    Minimum 10% of site area.

o    Arranged to embellish the main building  entrance and main building  street
     front.  Also arranged to shelter the cafeteria or restaurant  patio and the
     edges of the parking area, as well as principal  routes through  parking to
     the building.

o    1/3 of planting to be coniferous and 2/3 to be mixed deciduous and shrubs.

Smoking Areas:

o    Independently  ventilated  smoking room on ground  floor or in  below-grade
     parking area to accommodate at least 12 people.

o    Provision  will be made for  exterior  smoking  areas  away from main entry
     doors.

Parking / Loading:

o    Loading  requirement  as per proposal call with at least one loading bay to
     be raised loading dock, with manually operated dock levellers, dock bumpers
     and bollards.

          Breakout space at loading area to be minimum 250 square feet.

          Compactor to be in separate bay.
         
          Dry  storage off the loading  dock  consisting  of secure,  fire-rated
               drywall partitions.

o    Parking:  In addition to the parking  ratio  described in paragraph  #15 of
     Schedule "A", Saville requires a minimum of:

          Ten  visitor spaces.

          Two  courier spaces.

EXTERIOR CLADDING:

Appearance to be consistent with Class "A" office buildings:

Energy Performance:

o    Thermally broken,  aluminum curtain wall system including  insulating units
     with Low E coating on 3rd surface.

o    Spandrel  areas of wall to have a minimum  aged  R-value  in  keeping  with
     ASHRAE 90.1.

o    Wall to have functioning air barrier.

ENTRANCES

o    Arrangement  of  building  entrances  will be  designed  to  avoid  adverse
     microclimatic conditions such as excessive wind.

o    Main Entrance:

     One  revolving  door with pivot hinged swing doors on each side.  Stainless
          steel foot grilles within revolving door enclosures.

     Building management  will be responsible for adequate matts and rotation of
          matts to ensure no tracking of water reaches beyond main lobby.

     Security desk  designed to be integral to main entrance  lobby,  24 hours/7
          days per week  operation of desk to be at Saville  option - cost to be
          amortized  against any other tenants - costs not to be considered when
          calculating  CPI ceiling  increase in  paragraph 12 of Schedule "A" of
          Offer to Lease.

     Stainless steel directory. Signage to Saville design.

Parkade Building Entrances and Corridors:

o    Painted  floors / wails,  generous  lighting,  and  suspended  gypsum board
     ceilings.

Typical Office Floors:

o    Floors:  steel trowel  finished  concrete with 5/16" in 10' x 10' tolerance
     for levelness.

o    Walls: gypsum board prime painted including elevator core wails to be faced
     with prime painted gypsum.

o    Ceilings:  mineral  acoustic panels in a suspended  lay-in grid,  placed on
     floors for  installation  by Saville  during tenant  improvements  with the
     exception  of  panels   penetrated  by  sprinkler  heads,   which  will  be
     pre-installed.

o    Elevator  lobby/ring  corridor to provide  security access to washrooms and
     stairwell,  with central locations for coffee stations and cabling rooms (2
     per floor, minimum 10' x 10' each with 6' conduit running between all cable
     rooms vertically and horizontally).  Hard finishes  (drywall/stone/ceramic)
     as defined by Saville to be included.

Washrooms to be consistent with Class "A" quality finishings.

o    Quantity:  assume  population  of 1  person/100  square  feet to  establish
     fixture count (50% more than code minimum).

Elevators:

o    Provide four (4) passenger  elevators,  one of which shall be a high-top or
     service elevator with a group supervisory  control system complete with the
     following control and operational features:

          Software programming micro-processor based control system

          Load weighing

          Anti-nuisance Terminal floor car call cancellation
         
          Direction  reversal in response to hall calls being  registered at the
               same floor for both directions

          Independent service

          High call - low call reversal

          Advance  selection  and  illumination  of main lobby  ball  lantern of
               designated next up car

          Hall call delay protection

          Dispatch failure protection

          Security provision  (card access) to restrict access to certain floors
               at Saville's option.

o    Maximum waiting time and average load factor shall be as follows:

         Morning  -                 Waiting time 21-25 seconds
                                    Average load factor 35-60%
         Load weighing     -        Waiting time 27-32 seconds
                                    Average load factor 45-55%
         Anti-nuisance     -        Waiting time 30-35 seconds
                                    Average load factor 60-65%
Security:

o    At a minimum, all stairwells, exterior door, doors to parking areas as well
     as  Saville's  typical  core  areas to have  card  readers  plus any  other
     location(s) to be determined by Saville.

STRUCTURAL:

Loading capacity:

o    A total of 100 p.s.f. on each floor, is required.

o    Horizontal  variation  in finished  concrete  floor slabs should not exceed
     5/16" in 10'-0".

o    Optimal bay size is 30'-0" x 30'-0".

o    Floor to floor  height  minimum 12' (typical - 9' ceiling) and 16' for main
     floor (14' ceiling).

ELECTRICAL:

Lighting:

o    20" x 60" recessed fluorescent fixtures with one piece faceplates with deep
     cell parabolic louvers.

o    Plug-in light fixtures rather than hard wired will be installed.

o    Lighting control to provide local switching in all individual rooms.

o    Maintain  office  light  levels in the 55 to 65 feet  candle  range at desk
     height.

o    Lighting  levels  to be a  minimum  of 5 feet  candles  in all  stairwells,
     parking areas and service areas.

Power:

o    Allow 2 watts per square foot for standard building lighting.

o    Allow  minimum of 3 watts per square  foot for  receptacles,  miscellaneous
     loads and general use.

o    Bus duct riser to be sized to include  additional  capacity  of 2 watts per
     square foot for tenant requirements.

o    Duct bank to property line (data/voice/fibre).

o    Diesel Generator with space capacity for Saville requirements (i.e. 20%).

Cable Tray:

o    Ladder  type 16"  wide x 4" deep,  arranged  to  allow  entire  floor to be
     serviced with no cable runs to exceed 90 meters. Drawings to be approved by
     Saville and/or its consultants prior to installation.

Energy Efficiency:

o    An automated  lighting control system should be considered with flexibility
     to allow it to be disengaged on a floor-to-floor  basis if Saville requires
     it.

o    T-8 lamps with electronic ballast.

MECHANICAL:

Design Conditions:

o        Summer Outdoor    90 F db/76 F wb
o        Summer Indoor     75 F/50 F RH
o        Winter Outdoor    - 5 F
o        Winter Indoor     72 F / 30 F RH

o        Occupancy: based on one person per 100 square feet.

o        Meet energy Performance criteria of ASHRAE 90.1

Ventilation and Air-Conditioning:

o    Interior HVAC zones: 1,000 square feet maximum,  allows for higher level of
     temperature control and better air distribution.

o    Perimeter HVAC zones:  450 square feet maximum,  allows for higher level of
     temperature control and better air distribution.

o    1  compartment  VAV air handling  unit per floor,  allowing  floor-by-floor
     independent control

o    Fresh air 20 CFM per person or 0.2 CFM per square foot.

o    Minimum air circulation ratio: 0.6 cfm per square foot.

o    Supply air: 200 cfm/outlet maximum in offices areas.

o    Maximum NC (noise criteria): NC 30-35 in office areas.

o    Space  cooling per square  foot:  2 watts lights + 2.5 watts power + people
     load + building skin heat gain (including solar).

o    Provide dedicated sanitary exhaust system for washrooms  including two 8" x
     8" sanitary exhaust capped connections per floor.

o    Provide general exhaust riser with two capped connections on each floor for
     exhaust of coffee roams, copier rooms, etc.

Cooling:

o    Provide  electric or gas fired  chiller(s),  pumps and cooling  tower(s) to
     provide   chilled  water  to  air  handling  units  to  meet  load  cooling
     requirement.

o    Provide  supplementary  cooling  system on each floor offering 24 hours/day
     all year round  cooling.  Assume a  supplementary  cooling load of 10 to 20
     tons per floor.

Humidification:

o    Gas fired steam or air atomizing humidifiers.

Heating:

o    Gas fired hot water boilers for hydronic  heating.  Minimum two boilers and
     two heating pumps, each sized for 60% of full load.

o    Perimeter  hydronic  heating using radiant  panels,  fan powered boxes with
     reheat coils, induction units or under window convectors.

o    Hot water forced flow heaters at building entrances.

Fire Protection:

o    Fully sprinklered building. Concealed sprinkler heads in high profile areas
     (e.g.) building entrance, elevator lobbies.  Semi-recessed heads everywhere
     else.

o    Standpipe  system with two capped  connections on each floor for additional
     cabinets.  (Additional  cabinets may be required after partitions installed
     at Lessor's cost.)

Plumbing and Drainage:

o    All  public  washrooms  to have wall hung  w.c.'s and  electronic  flush on
     urinals and lavatories. All fixtures to be CSA approved and vitreous china.

o    Provide the following on each floor for future tenant improvements:

          2    - 4" diameter sanitary drain capped connections

          2    - 2" diameter sanitary drain vent capped connections

          2    - 1" diameter cold water capped connections

Building and Automation System (SAS):

o    Provide a DDC  (direct  digital  control)  BAS to control  and  monitor air
     handling units, chiller(s), boilers and humidification system. The BAS will
     schedule equipment, setback temperatures during unoccupied hours, and reset
     supply air temperatures to meet loads and minimize energy use.

o    BAS shall be capable of providing lighting control.

o    The BAS is required to monitor  equipment for early detection and repair of
     malfunctioning  equipment,  and  to  operate  the  building  in  an  energy
     efficient manner.

Energy Performance Upgrades:

o    High efficiency boilers.

o    Heat recovery system on any kitchen exhausts.

o    Carbon dioxide monitor to control fresh air quantities.

Other:

o    Lessee  standard  window  coverings  to be  provided  by  landlord  as base
     building  and  installed  only during or after  substantial  completion  of
     tenant improvements.

Lessor's Work

In connection  with  paragraph  #24 of Schedule "A" of this Offer to Lease,  the
Lessor  shall  complete  the  following  work  ("Lessor's  Work") in proper  and
workmanlike manner prior to the fixturing period at its own cost and expense and
in accordance with the building standard.

Suspended T-bar ceiling complete with acoustic ceiling tiles;

Recessed fluorescent light fixtures with parabolic lenses at 1/80 square feet as
per Lessee's space plan;

Level and smooth concrete floor ready to receive Lessee's carpet;

Male and female washrooms in accordance with Ontario Building Code;

Lessee's standard window coverings;

Demising walls taped, sanded, primed, and otherwise ready for Lessee's finishes;

Distribution  of the Base Building  Variable Air Volume HVAC system  through the
ceiling plenum as per Lessee's space plan;

Base Building sprinkler system and sprinkler heads as per Lessee's space plan.


<PAGE>



                                  SCHEDULE "D"

                                TABLE OF CONTENTS
                                  OFFICE LEASE


1.       Premises
2.       Definitions
3.       Term
4.       Basic Rent
5.       Taxes
6.       Operating Costs
7.       Recovery of Adjustments
8.       Tenant's Covenants:
         (a)      Pay Rent
         (b)      Utility Charges
         (c)      Maintain and Repair
         (d)      Repair Where Tenant At Fault
         (e)      Assigning or Subletting
         (f)      Rules and Regulations
         (g)      Use of Premises
         (h)      Observance of Law
         (i)      Waste and Nuisance
         (j)      Entry by Landlord
         (k)      Indemnity
         (1)      Exhibiting Premises
         (m)      Alterations
         (n)      Interior Walls and Exterior Walls
         (o)      Signs
         (p)      Name of Building
         (q)      Glass
         (r)      Certificates
         (s)      Evidence of Payments
         (t)      Notice of Accidents
         (u)      Tenant Insurance
         (v)      Surrender on Termination
         (w)      Fire and Safety
         (x)      Energy Conservation
9.       Quiet Enjoyment
10.      Landlord's Covenants:
         (a)      Heating & Air Conditioning
         (b)      Taxes
         (c)      Elevator
         (d)      Access
         (e)      Washrooms
         (f)      Janitor Services
11.      Fixtures
12.      Damage or Destruction
13.      Expansion, Alteration
14.      Injuries, Loss and Damage
15.      Impossibility Unavoidable Delays
16.      Re-entry
17.      Bankruptcy, etc .
18.      Distress
19.      Entry as Agent
20.      Right of Termination
21.      Non-waiver
22.      Overholding
23.      Landlord Performing Tenant's Covenant
24.      Payments to Landlord
25.      Recovery of Adjustments
26.      Registration
27.      Mortgages
28.      Assignment by Landlord
29.      Captions
30.      Guarantee
31.      Notice
32.      Effect of Lease
33.      Interpretation of Lease
34.      Time of Essence
35.      Law
36.      Intent of Lease
         Rules & Regulations


<PAGE>



This Indenture made the 25th day of April  1996

IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT

BETWEEN:  ORFUS  INVESTMENTS,  a partnership  registered  under The  Partnership
Registration Act of Ontario.

hereinafter called the "Landlord",

OF THE FIRST PART,

and

SAVILLE SYSTEMS CANADA, LTD.

hereinafter called the "Tenant",

OF THE SECOND PART,

Premises  

1.  WITNESSETH  that in  consideration  of the rents,  covenants and  agreements
hereinafter  reserved  and  contained  on the  part of the  Tenant  to be  paid,
observed and  performed,  the Landlord does demise and lease unto the Tenant the
Premises  (the  "Premises")  on the 5th and 6th floor of Building A on the Lands
described in Schedule A hereto annexed,  the Premises being shown as outlined in
red on the floor plan hereto  annexed as Schedule B and being  exclusive  of any
part of the exterior  face of the  building.  The usable area of the Premises is
approximately  42,958  square  feet and the  Rentable  Area of the  Premises  is
approximately  42,958  square  feet,  each of 5th and 6th floor -  approximately
21,479 square feet of Rentable Area

Definitions       

2. For the Purposes of this Lease:

(a)  "Additional  Rent" means all amounts  payable by the Tenant under the terms
     of this Lease, whether payable to the Landlord or otherwise, over and above
     Basic Rent.

(b)  "Basic Rent" means those amounts set out as Basic Rent in section 4 of this
     Lease.  *Building A means the West Tower of 675  Cochrane  Drive,  Markham,
     Ontario

(c)  "Landlord's  Architect"  means a qualified  architect,  engineer or Ontario
     Land Surveyor  from time to time chosen by the Landlord.  **Lands means the
     lands and premises described in Schedule "A" hereto. 

(d)  "Lease" means this Lease and any alterations from time to time made to this
     Lease in accordance with the provisions herein set out.
     
(e)  "Normal  Business Hours" means 7:00 a.m. to 7:00 p.m. Monday through Friday
     (but  excluding  Saturdays,  Sundays  and  holidays),  as such hours may be
     varied by the Landlord from time to time.

(f)  See Page 1A


<PAGE>

Page 1A

2.   For the purposes of this Lease:

"Building B" means the East Tower of 675 Cochrane Drive, Markham, Ontario.

"Building C" means any building which may be constructed on the Lands which will
form part of the development municipally known as 675 Cochrane Drive, Markham.

"Capital  Tax"  means  the  tax or  excise  imposed  upon  the  Landlord  by the
provincial and/or federal  government or other applicable taxing authority which
is  measured  by or based in whole or in part upon the  capital  employed by the
Landlord  as at the  date  of the  substantial  completion  of  construction  of
Building A and  Building  B and the Shared  Common  Areas and  Facilities  until
construction  of  Building  C,  imputed  as if the  amount of such tax were that
amount due if such  property  were the only real  property of the  Landlord  and
includes  the  amount of any  capital  or place of  business  tax  levied by the
provincial  and/or  federal  government  or other  applicable  taxing  authority
against the Landlord  with  respect to such  property.  Once  Building C and any
additional  Shared Common Areas and Facilities  which are constructed in respect
thereof  have  been  substantially  completed,  Capital  Tax  shall be deemed to
include the tax or excise imposed upon the Landlord in respect of the Complex.

"Common  Areas  and  Facilities"   means  the  areas,   facilities,   utilities,
improvements,  equipment and installations in the Complex or serving the Complex
that from time to time are not  intended  to be leased to tenants of the Complex
and that are  provided for the general  non-exclusive  benefit of the tenants of
Building A only and their employees, customers and other invitees.

"Complex"  means  Building A,  Building B,  Building C (once  constructed),  the
Shared  Common Areas and  Facilities,  the Common Areas and  Facilities  and all
other common areas and facilities, and includes the parking to be made available
to the Tenant  hereunder  and access to the  Complex,  said  parking  and access
located on the Lands.

"Complex  Proportionate  Share" means that fraction  having as its numerator the
Rentable Area of the Premises,  and having as its  denominator the Rentable Area
of all premises  (excluding  storage and parking areas) leased or set aside from
time to time by the  Landlord  for leasing in the  Complex,  such areas being as
certified  from time to time by the Landlord's  Architect.  The aggregate of the
fractional Complex proportionate shares shall total one.

"Operating  Costs"  means  the  aggregate  of all  costs,  expenses  or  amounts
incurred,  whether  by the  Landlord  or others on  behalf of the  Landlord,  in
connection with the complete  maintenance,  operation,  management and repair of
the Complex and all  components  thereof and all  improvements  of the  Landlord
thereon or  therein  including,  without  limiting  the  foregoing  and  without
duplication:  the costs of  maintaining,  operating  and  repairing any heating,
ventilating and air  conditioning or other equipment and fuel,  energy and other
costs of providing heat,  ventilating  and air  conditioning;  depreciation  and
interest  expense on capital  items which by their nature are intended to reduce
the Operating  Costs of Building A or the Complex in accordance  with reasonable
return on investment criteria,  including without limiting the generality of the
foregoing,  all expenditures made by the Landlord in an effort to promote energy
conservation as set out in Section 8(x) of this Lease; the cost of operating and
maintaining elevators; the cost of maintaining, repairing and replacing exterior
glass walls; the cost of providing hot and cold water; interest and depreciation
(in accordance with generally accepted accounting  principles from time to time)
of all capital items,  security equipment and maintenance equipment which by its
nature requires periodic replacement including all heating,  ventilating and air
conditioning  equipment,  provided that the cost of repairs to the roof membrane
shall be an Operating Cost but if the cost is for replacement  only interest and
depreciation charged in accordance with generally accepted accounting principals
shall be included as an Operating  Cost: the cost of any capital item (including
without  limitation  for the roof  membrane)  under $10,000 in the Year incurred
shall not be  depreciated  but shall be an Operating Cost in such Year; the cost
of electricity  including lighting not otherwise charged to tenants; the cost of
snow, ice and refuse  clearance and removal;  landscape  maintenance  and window
cleaning;  Capital  Tax;  the  cost  of  all  insurance  including  "all  risks"
(including  flood and  earthquake),  boiler and  machinery,  liability and other
casualties  and loss of rental income  insurance;  accounting  costs incurred in
connection with preparation of statements and opinions for tenants;  the cost of
providing  security services;  the cost of consultants,  retained with intent of
saving or reducing costs; the cost of all rental equipment and building supplies
used by the  Landlord  for all such  operations  and  maintenance  or any  other
purpose; the cost of providing and operating the management office in Building A
or if there is only one  management  office  for the  Complex,  such  management
office  if  situate  in  Building  B or  Building  C;  amounts  paid on  service
contracts;  the amount of all salaries,  wages and benefits paid to or on behalf
of persons  engaged in cleaning,  supervision,  maintenance,  operation,  direct
costs of on site management, and repair, any business taxes which may be imposed
on the Landlord by reason of its operation of the Complex or parts thereof;  and
management fees or charges of managing agents if the Landlord does not undertake
management itself.

In computing  Operating Costs there shall be credited as a deduction the amounts
of proceeds of insurance,  relating to insured damage and other damage  actually
recovered  by the  Landlord  (or if the  Landlord  is deemed to  self-insure,  a
corresponding application of reserves) applicable to the damage.

Any  report of the  Landlord's  auditor  or other  licensed  public  accountant,
appointed by the Landlord for the purpose  shall be  conclusive as to the amount
of Operating Cost for any period to which such report relates.

If less than  ninety-seven  (97%)  percent of Building A is occupied by tenants,
then the amount of such  Operating  Costs shall be deemed to be  increased to an
amount equal to the amount of Operating Costs which would have been incurred had
ninety-seven  (97%) per cent of Building A been  occupied by tenants  throughout
the entire period for which Operating Costs are being calculated.

Operating  Costs  shall not  include  interest  on  Landlord's  debt or  capital
retirement of debt or amounts directly  chargeable to capital  account,  save as
otherwise herein provided for.

The Tenant shall not be  responsible  to pay for  Operating  Costs  attributable
solely to (i) Building B and/or (once  constructed),  Building C and/or (ii) any
common areas and  facilities for the exclusive use of the tenants of Buildings B
and/or C.

In calculating  Operating  Costs the Landlord will act reasonably in determining
the attribution of Operating Costs amongst the components of the Complex.

"Proportionate  Share" means that fraction  having as its numerator the Rentable
Area of the  Premises,  and  having  as its  denominator  the  Rentable  Area of
Building A, such areas as being as certified from time to time by the Landlord's
Architect.  The aggregate of the fractional proportionate shares with respect to
Rentable Area of Building A shall total one.

"Rentable  Area of  Building  A" means  the total of the  Rentable  Areas of all
premises,  leased or set aside from time to time by the  Landlord for leasing in
Building A, (excluding storage and parking areas),  such premises being measured
in accordance  with the  provisions of the leases for such premises for Building
A, and for vacant premises,  being measured in accordance with BOMA,  (excluding
storage  and  parking  areas)  being  as  certified  from  time  to  time by the
Landlord's Architect.

"Shared Common Areas and  Facilities"  means the areas,  facilities,  utilities,
improvements,  equipment, installations, parking facilities and landscaped areas
in the Complex or serving the Complex that from time to time are not intended to
be leased to all tenants of the Complex  and that are  provided  for the general
non-exclusive  benefit of all tenants of the  Complex  and/or  their  employees,
customers  and  other  invitees  in common  with  others  entitled  to use them.
Additional   areas,   facilities,   utilities,   improvements,   equipment   and
installations which serve the Complex for the general  non-exclusive  benefit of
all tenants of the Complex and/or their employees,  customers and other invitees
in common with others  entitled to use them may be  constructed  in  conjunction
with the construction of Building C. 

<PAGE>

(g)  omitted

(h)  omitted

(i)  omitted

(j)  "Rentable Area of the Premises" means the area of the Premises expressed in
     square feet or square  meters in a certificate  prepared by the  Landlord's
     Architect,  which  certificate  shall be conclusive and binding  subject as
     herein  provided  and  shall be  delivered  to the  Tenant  on or after the
     commencement  of the Term, at which time any adjustment to the area that is
     required thereby shall be made.

     The Rentable  Area of the  Premises  shall be measured  and  determined  in
     accordance with B.O.

(k)  "Basic Rent" the basic rent herein set forth was calculated on basis of the
     rentable area as defined in paragraph 2(j) (see Page 2A)

(l)  "Rules and Regulations" means those Rules and Regulations  attached to this
     Lease,  and any additional  Rules and Regulations made from time to time in
     accordance with section 8(f) of this Lease.

(m)  "Taxes" means all taxes, rates, duties,  levies and assessments  whatsoever
     whether municipal,  parliamentary or otherwise, levied, charged or assessed
     upon  the  lands &  building  or upon any  part or  parts  thereof  and all
     improvements,  now or hereafter  erected or placed on the Lands, or charged
     against  the  Landlord  on account  thereof,  including  local  improvement
     charges but excluding:  the amount by which  separate  school taxes (if any
     should be  payable)  exceed the amount  which  would have been  payable for
     school taxes if no assessment  for separate  school taxes had been made but
     an  assessment  for public school taxes had been made and any taxes such as
     corporate,  income, profit and excess profit taxes assessed upon the income
     of the Landlord. In addition to the foregoing,  Taxes shall include any and
     all taxes, charges, levies or assessment which may in the future be levied,
     charged or assessed in lieu  thereof or in  addition  thereto.  Taxes shall
     also include all costs and  expenses  incurred by the Landlord in obtaining
     or attempting to obtain a reduction or prevent an increase in the amount of
     such Taxes. In calculating  Taxes, if less than ninety-seven (97%) per cent
     of the  Building is occupied by tenants then the amount of such taxes shall
     be deemed to be  increased to an amount equal to the amount of Taxes (which
     would have been  incurred had  ninety-seven  (97%) per cent of the Building
     been occupied by tenants  throughout  the entire period for which Taxes are
     being calculated).


<PAGE>


Page 2A

The  Basic  Rent for the Term  shall be based  upon the  gross  rentable  square
footage  of  21,479  sq.ft.  from the 1st day of  July,  1996 to the 30th day of
November,  1997,  and,  based upon the gross  rentable  square footage of 42,958
sq.ft.  for the  period  from the 1st day of  December,  1997 to the 30th day of
June,  2005, and the per square foot rate of Basic Rent is set out below for the
respective periods:

July 1, 1996 - June 30, 1998     =  $9.60 per sq.ft. Rentable Area per annum
July 1, 1998 - June 30, 2001     =  $10.60 per sq.ft. Rentable Area ' per annum
July 1, 2001 - June 30, 2005     =  $11.60 per sq.ft. Rentable Area per annum

The  above  is  subject  to  adjustment  in the  event  that the  provisions  of
paragraphs 5(g)(iii) or (iv) or 9(b) of Schedule "C" are applicable.



<PAGE>



(n)  "Term"  means  that Term set out in section 3 of this Lease or as such Term
     may be altered,  extended or reduced in accordance  with the  provisions of
     this Lease.

(o)  "Year"  means each  calendar  year (or, at  Landlord's  option,  Landlord's
     fiscal year where such  reference is related to  calculation  of Additional
     Rent) the whole or part of which is included within the Term.

Term              

3.   To have and to hold the Premises for and during the Term (see Page 3A)

Basic Rent        

4.   Yielding and paying therefor yearly and every year during the Term unto the
     Landlord as Basic Rent for the Premises  without  set-offs,  deductions  or
     defalcation whatsoever, the sum of (See Page 3B)

     If the term  commences  on any day other  than the first or ends on any day
     other than the last day of a month,  Basic Rent and Additional Rent for the
     fractions of a month at the  commencement  and at the end of the Term shall
     be adjusted pro rata on a per diem basis.

     The Landlord  acknowledges  receipt of $175,251.40  (includes G.S.T.) to be
     applied  as rent for first and last  months  Basic and the Tenant is hereby
     directed  to make  all  payments  to  ORFUS  INVESTMENTS.  Additional  Rent
     (applied on account)

Taxes             

5.  

(a)  See Page 3C

(b)  If the Taxes are increased by reason of any  installations  made in or upon
     or any  alterations  made in or to the  Premises  by the  Tenant  or by the
     Landlord on behalf of the Tenant,  the Tenant  shall pay the amount of such
     increase  forthwith to the Landlord  upon  receipt of notice  thereof.  The
     Tenant  shall also pay every tax and license fee in respect of any business
     carried on upon the Premises.

(c)  The  Landlord  shall be entitled at any time or times in any Year,  upon at
     least  fifteen (15) days' notice to the Tenant to require the Tenant to pay
     to the  Landlord  monthly,  on the  date  for  payment  of  monthly  rental
     instalments,  as Additional Rent, an amount equal to one ninth (1/9) of the
     amount  estimated  by the  Landlord  to be the amount of the Taxes for such
     Year. The Landlord shall be entitled subsequently during such Year, upon at
     least fifteen (15) days notice to the Tenant, to revise its estimate of the
     amount of Tax  Increase and the said  monthly  instalment  shall be revised
     accordingly.  All  amounts  received  under this  provision  in any Year on
     account of the estimated  amount of the Taxes shall be applied in reduction
     of the actual amount of the Taxes for such Year. If the amount  received is
     less than the actual  Taxes,  the Tenant  shall pay any  deficiency  to the
     Landlord as additional  rent within fifteen (15) days following  receipt by
     the  Tenant of  notice of the  amount  of such  deficiency.  If the  amount
     received is greater than the actual Taxes, the Landlord shall either refund
     the excess to the Tenant as soon as  possible  after the end of the Year in
     respect of which such payments were made,  or the  Landlord's  option shall
     apply such excess against any amounts owing or becoming due to the Landlord
     by the Tenant.

(d)  If the Term of this Lease commences or ends on any day other than the first
     or last day,  respectively,  of a Year, the Tenant shall be liable only for
     the  portion of the Taxes for such Year as falls with the Term,  determined
     on a per diem basis.

(e)  The Taxes and all other  payments  referred to in  subparagraph  5(b) above
     will be paid and  discharged  by the Tenant as soon as they  become due and
     payable,  and the Tenant will,  upon the written  request of the  Landlord,
     promptly  deliver to the Landlord  receipts  evidencing  such payment where
     applicable.

Operating  Costs 

6.   (a) The Tenant  covenants  to pay the Tenant's  Proportionate  Share of the
     Operating  Costs for the Year during each Year of the Term, to the Landlord
     as Additional Rent within fifteen (15) days following receipt by the Tenant
     of  written  notice of the  amount of such  Operating  Costs for such Year,
     notwithstanding  that the Year in question or the Term may have ended.  Any
     amounts payable  pursuant to this  subparagraph (a) shall be determined and
     certified  by the  Landlord  following  the end of the Year for which  such
     amounts are  payable.  If only part of a Year is included  within the Term,
     any such amount payable shall be pro-rated accordingly and shall be paid on
     the last day of the Term. Any balance  remaining  unpaid or any excess paid
     shall,  notwithstanding such termination,  be adjusted between the Landlord
     and Tenant within a reasonable period thereafter. (See Page 3C)

(b)  The  Landlord  shall be entitled at any time or times in any Year,  upon at
     least  fifteen (15) days' notice to the Tenant to require the Tenant to pay
     to the  Landlord  monthly,  on the  date  for  payment  of  monthly  rental
     instalments,  as Additional Rent, an amount equal to one-twelfth  (1/12) of
     the amount  estimated  by the  Landlord  to be the amount of the  Operating
     Costs for such Year.  The Landlord  shall be entitled  subsequently  during
     such Year, upon at least fifteen (15) days' notice to the Tenant, to revise
     its  estimate  of the amount of the  Operating  Costs and the said  monthly
     instalment  shall be revised  accordingly.  All amounts received under this
     provision in any Year on account of the estimated amount of Operating Costs
     shall be applied in reduction of the actual  amount of Operating  Costs for
     such  Year,  the  Tenant  shall  pay  any  deficiency  to the  Landlord  as
     Additional Rent within fifteen (15) days following receipt by the Tenant of
     notice of the amount of such deficiency.  If the amount received is greater
     than the actual  Operating  Costs,  the Landlord  shall  either  refund the
     excess  to the  Tenant  as soon as  possible  after  the end of the Year in
     respect of which such  payments  were made,  or at the  Landlord's  option,
     shall apply such excess  against any amounts  owing or becoming  due to the
     Landlord by the Tenant.




<PAGE>


Page 3A

Term

3. TO HAVE AND TO HOLD that  part of the  Premises  consisting  of the sixth (6)
floor of Building A for and during the term of nine (9) years  commencing on the
1st day of July, 1996 and ending on the 30th day of June, 2005.

TO HAVE AND TO HOLD that part of the Premises  constituting  the fifth (5) floor
of  Building  A for and  during the term of seven (7) years and seven (7) months
commencing on the 1st day of December,  1997 and ending on the 30th day of June,
2005, subject to the provisions of paragraph 9(b) of Schedule "C".



<PAGE>



Page 3B

4. The following paragraph sets out the Basic Rent for the Premises.

(a) yielding and paying as Basic Rent during the period  commencing  the 1st day
of  July,  1996 to and  including  the 30th day of  November,  1997,  the sum of
$206,198.40  per  annum,  in lawful  money of  Canada,  to be  payable  in equal
consecutive  monthly  instalments of $17,183.20 each, each due in advance on the
1st day of each and every month during said  period,  the first such payment due
on the 1st day of July, 1996;

(b) and yielding and paying as Basic Rent during the period  commencing  the 1st
day of December,  1997 to and including the 30th day of June,  1998,  the sum of
$412,396.80  per  annum,  in lawful  money of  Canada,  to be  payable  in equal
consecutive  monthly  instalments of $34,366.40 each, each due in advance on the
1st day of each and every month during said period;

(c) and yielding and paying as Basic Rent for the period  commencing the 1st day
of July 1998 to and including the 30th day of June,  2001 the sum of $455,354.80
per annum, in lawful money of Canada, to be payable in equal consecutive monthly
instalments of $37,946.23  each,  each due in advance on the 1st day of each and
every month during said period;

(d) and yielding and. paying as Basic Rent for the period  commencing on the 1st
day of July,  2001 to and  including  the 30th  day of  June,  2005,  the sum of
$498,312.80  per  annum,  in lawful  money of  Canada,  to be  payable  in equal
consecutive  monthly  instalments of $41,526.07 each, each due in advance on the
1st day of each and every month during said period.

The above Basic Rent is subject to adjustment  in the event that the  provisions
of paragraph 5(g)(iii) or (iv) or 9(b) of Schedule "C" are applicable.


<PAGE>



Page 3C

Add to Section 5 re: Taxes

5. (a) (i) In the event that Taxes are  separately  assessed to the Tenant,  the
Tenant  covenants to pay such Taxes as  separately  assessed  together  with its
Proportionate  Share of the Taxes  applicable to the Common Areas and Facilities
and shall also pay its Complex  Proportionate  Share of the Taxes  applicable to
the Shared Common Areas and  Facilities,  all without  duplication,  during each
Year of the Term, to the Landlord as Additional Rent as hereinafter provided.

(ii) In the event that the Tenant is not separately assessed for Taxes, then the
Tenant  covenants  to pay its  Proportionate  Share of the Taxes  applicable  to
Building A and to the  Common  Areas and  Facilities  and  covenants  to pay the
Complex  Proportionate  Share of the Taxes applicable to the Shared Common Areas
and Facilities, during each Year of the Term, to the Landlord as Additional Rent
as hereinafter provided.

Add to Section 5 re: Taxes

(f) In the event that the Tenant is not separately assessed for Taxes and in the
event that different components of Building A are assessed differently, then the
Tenant  may not be paying the  Proportionate  Share of the Taxes  applicable  to
Building A but, the Landlord,  acting  reasonably shall equitably  apportion the
Taxes  assessed with respect to the  different  components of Building A as they
are  assessed  differently,  to the  Tenant,  and the payment of the same by the
Tenant shall be governed by the provisions of Section 5, mutatis mutandis.

Add to Section 6 re: Operating Costs

It is understood and agreed that the Tenant will pay the Tenant's  Proportionate
Share of the Operating Costs attributable to Building A and the Common Areas and
Facilities and to pay the Tenant's Complex  Proportionate Share of the Operating
Costs attributable to the Shared Common Areas and Facilities, or attributable to
Building A together with another  component of the Complex,  and Section 6 shall
be read accordingly.

Add as Section 6(c) the following:

(c) Subject to  paragraph  2(a) of Schedule  "C", in the event that the Landlord
does not contract out the management of the Complex or Building A and undertakes
management  itself,  the Tenant  shall pay as  Additional  Rent to the  Landlord
during  such Year or part  thereof  and  during  each such Year or part  thereof
during the Term, a management  fee to the Landlord  equal to the sum of four per
cent (4%) per annum of all Basic Rent (which  includes the commission  component
and the Tenant Inducement  component),  and all Additional Rent during such Year
or part thereof and during each such Year or part thereof  during the Term.  The
Landlord  shall be  entitled  at any time or  times in any  Year,  upon at least
fifteen  (15) days'  notice to the  Tenant to  require  the Tenant to pay to the
Landlord  monthly,  on the date for payment of monthly  rental  instalments,  as
Additional Rent, an amount equal to one-twelfth (1/12th) of the amount estimated
by the Landlord to be the amount  payable for the said  management  fee for such
Year.  All amounts  received  under this provision in any Year on account of the
estimated amount of the said management fee shall be applied in reduction of the
actual amount of the said management fee for such Year, the Tenant shall pay any
deficiency to the Landlord as Additional Rent within fifteen (15) days following
receipt by the Tenant of notice of the amount of such deficiency.  If the amount
received is greater than the actual  management  fee for such Year, the Landlord
shall either  refund the excess to the Tenant as soon as possible  after the end
of the Year in respect of which such payments  were made,  or at the  Landlord's
option shall apply such excess  against any amounts owing or Becoming due to the
Landlord by the Tenant.


<PAGE>



Page 4A

Notwithstanding  the  foregoing,  structural  repairs for which the  Landlord is
responsible  shall not include repair and replacement of the roof membrane which
shall be included in Operating Costs as described in the definition  thereof and
shall not  include  the repair and  replacement  of glass  walls  which shall be
included in Operating Costs.


<PAGE>




Recovery of  Adjustments  

7.   The  Landlord  (in  addition to any other right or remedy of the  Landlord)
     shall have the same rights and  remedies in the event of the default by the
     Tenant in payment of any amounts  payable  pursuant to paragraph 5 and 6 as
     the Landlord would have in the case of default in payment of rent.

Tenant's Covenants:

8.   The Tenant covenants with the Landlord:

(a)  to pay Basic Rent and Additional Rent payable by the Tenant to the Landlord
     under this lease

Utility Charges Bulbs, etc. & Meters

(b)  (i) and to pay all charges for  telephone,  electric  current and all other
     utilities supplied to or used in connection with the Premises and the total
     cost of any replacement of electric bulbs, tubes,  starters and ballasts in
     the Premises. If there are no separate meters for measuring the consumption
     of such  utilities,  the Tenant  shall pay to the  Landlord,  in advance by
     monthly  instalments as Additional  Rent,  such amount as may be reasonably
     estimated by the Landlord  from time to time as the cost of such  utilities
     for the Premises.  In the event of any dispute between the Landlord and the
     Tenant  as to  the  amount  of  such  utility  costs,  the  opinion  of the
     Landlord's  Architect  shall be final and binding on the  Landlord  and the
     Tenant.   The  Tenant   shall   advise  the   Landlord   forthwith  of  any
     installations,  appliances  or  business  machines  used by the  Tenant and
     consuming  or likely to  consume  large  amounts  of  electricity  or other
     utilities and further on request shall properly provide the Landlord with a
     list of all  installations,  appliances  and business  machines used in the
     Premises,  and the  Landlord  shall have the right to require the Tenant to
     install a separate meter at the Tenant's expense.

(ii) The  Tenant  covenants  to pay for the cost of any  metering  which  may be
     requested by the Tenant to be installed by the Landlord in the Building for
     the purpose of determining  any utility  (including  electricity and water)
     consumed  in the  Premises  or which may be  required  by the  Landlord  to
     measure excess usage of electricity or water.

(iii)The Landlord  shall have the exclusive  right to attend to any  replacement
     of electric light bulbs, tubes and ballasts in the Premises  throughout the
     Term and any renewal thereof.  The Landlord may adopt a system of relamping
     and  reballasting  periodically  on a group basis in  accordance  with good
     practice.


Maintain and Repair

(c)  to repair, maintain and keep the Premises in good and substantial repair as
     a prudent  owner would do  reasonable  wear and tear and damage by fire and
     any other peril against which the Landlord is required  under this lease to
     be insured, and structural repairs only excepted, and that the Landlord may
     enter  and  view  state of  repair,  and that the  Tenant  will  repair  in
     accordance  with notice in writing,  reasonable wear and tear and damage by
     fire and any other insured peril, and structural repairs only excepted; and
     that the Tenant will leave the Premises in good repair, reasonable wear and
     tear and damage by fire and any other insured peril, and structural repairs
     only  excepted;  provided that if the Tenant  neglects to so maintain or to
     make such repairs  promptly after notice,  the Landlord may, at its option,
     do such maintenance or make such repairs at the expense of the Tenant,  and
     in any and every such case the Tenant covenants with the Landlord to pay to
     the Landlord  forthwith as Additional  Rent all sums which the Landlord may
     have expended in doing such  maintenance and making such repairs;  provided
     further that the doing of such  maintenance or the making of any repairs by
     the Landlord  shall not relieve the Tenant from the  obligation to maintain
     and repair,

(See Page 4A)

Repair Where Tenant at Fault

(d)  if the Building,  including the Premises, the elevators,  boilers, engines,
     pipes  and  other  apparatus  (or any of  them)  used for the  purposes  of
     heating,  ventilating  or  air-conditioning  the Building or operating  the
     elevators,  or if the water pipes,  drainage  pipes,  electric  lighting or
     other  equipment  of the  Building  or the  roof or  outside  walls  of the
     Building  get out of repair or become  damaged  or  destroyed  through  the
     wilful act, negligence, carelessness or misuse of the Tenant, its servants,
     agents, employees, or anyone permitted by the Tenant to be in the Building,
     or through  it or them in any way  stopping  up or  injuring  the  heating,
     ventilating or air-conditioning apparatus, elevators, water pipes, drainage
     pipes,  or other  equipment  or part of the  Building,  the  expense of the
     necessary  repairs,  replacements  or  alterations,  shall  be borne by the
     Tenant who shall pay the same to the Landlord forthwith upon demand.

Assigning or Sub-Letting

(e)  not to assign this Lease or sublet or franchise, license, grant concessions
     in, or otherwise part with or share possession of the Premises, or any part
     thereof, without the prior written consent of the Landlord; at the time the
     Tenant  requests such consent the Tenant shall deliver to the Landlord such
     information  in writing (the  "required  information")  as the Landlord may
     reasonably require, including a copy of the proposed offer or agreement, if
     any,  to  assign  or sublet or  otherwise,  the  name,  address,  nature of
     business and evidence as to the financial strength of the proposed assignee
     or sub-tenant;  upon receipt of such request and all required  information,
     the Landlord shall have the right,  exercisable  within  fourteen (14) days
     after such receipt,  to terminate this Lease if the request  relates to all
     of the  Premises  or, if the request  relates to a portion of the  Premises
     only,  the  Landlord  shall  have the right to  terminate  this  Lease with
     respect to such portion and the rent payable by the Tenant under this Lease
     shall abate in the proportion  that the area of the portion of the Premises
     for which this Lease is terminated  bears to the area of the  Premises.  If
     the Landlord exercises such right, the Tenant shall surrender possession of
     the  Premises or such  portion  thereof,  as the case may be, not less than
     sixty (60) days and not more than ninety (90) days following the Landlord's
     notice  of  exercise  of its right  hereunder  in  accordance  with all the
     provisions of this Lease  relating to the  surrender.  If the Landlord does
     not exercise such right,  then the Landlord's  prior written  consent shall
     not be unreasonably  delayed or withheld.  In no event shall any assignment
     or subletting  to which the Landlord has consented  release the Tenant from
     its obligations fully to perform all the terms, conditions and covenants of
     this Lease. The Tenant shall pay on demand the Landlord's  reasonable costs
     incurred in  connection  with the Tenant's  request for such  consent.  The
     Landlord's  consent  may be  conditional  upon the  subtenant  or  assignee
     entering  into a covenant  with the  Landlord in form  satisfactory  to the
     Landlord to observe and perform all tenant's covenants in the Lease. If the
     Tenant is a private corporation and any part or all of the corporate shares
     shall be transferred by sale, assignment,  bequest, inheritance,  operation
     of law or other dispositions or dispositions so as to result in a change in
     the control of the corporation,  such change of control shall be considered
     an  assignment  of  this  Lease  and  shall  be  subject  to the  aforesaid
     provisions;  the  Tenant  shall make  available  to the  Landlord  upon its
     request for  inspection  and copying,  all books and records of the Tenant,
     any assignee or subtenant and their respective shareholders which, alone or
     with other data,  may show the  applicability  or  inapplicability  of this
     clause.

The  foregoing  is subject to the  provisions  of paragraph 4 and 19 of Schedule
"C".

The Tenant shall not advertise or allow the Premises or a portion  thereof to be
advertised as being available for assignment,  sublease or otherwise without the
prior  written  approval  of the  Landlord  to the  form  and  content  of  such
advertisement,  which approval shall not be unreasonably withheld, provided that
no such advertising shall contain any reference to the rental or the rental rate
of the Premises;

Rules and Regulations

f)   that  the  Tenant  and its  employees  and all  persons  visiting  or doing
     business with them on the Premises shall be bound by and shall observe, and
     perform the Rules and  Regulations  and any  further  and other  reasonable
     Rules and  Regulations  made  hereafter  by the Landlord of which notice in
     writing  shall be given to the Tenant  and all such  Rules and  Regulations
     shall be deemed to be incorporated into and form part of this Lease;

Subject to paragraph 4 and 19 of Schedule "C"

Use of Premises

g)   not to use the premises nor allow the Premises to be used a for any purpose
     other than an office;  and that if the costs of  insurance  on the Building
     shall be  increased  by reason of the use made of the Premises or by reason
     of  anything  done or  omitted  or  permitted  by the  Tenant  or by anyone
     permitted  by the Tenant to be upon the  Premises,  the Tenant shall pay to
     the Landlord on demand as Additional Rent the amount of such increase;  and
     if any  insurance  policy upon the Building  shall be cancelled or be under
     notice of  possible  cancellation  by the  insurer  by reason of the use or
     occupation  of the  Premises  or any  part  thereof  by the  Tenant  or any
     assignee or subtenant  or by anyone  permitted by the Tenant to be upon the
     Premises, the Landlord may at its option terminate this Lease and thereupon
     rent and any other payments for which the Tenant is liable under this Lease
     shall  be  apportioned  and  paid in full to the  later of the date of such
     termination  or the date on which actual  possession  is given up or taken,
     and the Tenant shall  immediately  deliver up possession of the Premises to
     the Landlord and the Landlord may re-enter and take possession of same;

Observance of Law

(h)  in its  use and  occupation  of the  Premises,  not to  violate  any law or
     ordinance or any order,  rule,  regulation or  requirement  of any federal,
     provincial  or  municipal   government  and  any  appropriate   department,
     commission,  board or officer  thereof,  and to comply  promptly and at the
     Tenant's sole cost with all of the foregoing;

Waste and Nuisance

(i)  not to do or  suffer  any  waste,  damage,  disfiguration  or injury to the
     Premises  or the  fixtures  and  equipment  thereof or permit or suffer any
     overloading of the floors thereof;  and not to use or permit to be used any
     part of the  Premises  for any  dangerous,  noxious or  offensive  trade or
     business  and not to  cause  or  maintain  any  nuisance  in,  at or on the
     Premises or cause any  annoyance,  nuisance or disturbance to the occupiers
     or owners of any adjoining lands and/or premises;

Entry by Landlord

(j)  to permit  the  Landlord  and its  servants  or  agents  to enter  upon the
     Premises  at any time and from time to time for the  purpose of  inspecting
     and making  repairs,  alterations  or  improvements  to the Premises or the
     Building,  and the Tenant shall not be entitled to any compensation for any
     inconvenience, nuisance or discomfort occasioned thereby;

Indemnity

(k)  to promptly  indemnify  and save  harmless  the  Landlord  from any and all
     liabilities,  damages,  costs, claims, suits or actions arising out of: any
     breach,  violation or  non-observance by the Tenant of any of its covenants
     and obligations under the Lease; any damage to property while said property
     shall be in or about the Premises  including the systems,  furnishings  and
     amenities  thereof,  as a result of the wilful or negligent act or omission
     of the Tenant, its invitees,  licensees, agents, servants or employees; and
     any injury to any  licensee,  invitee,  agent,  servant or  employee of the
     Tenant,  including death  resulting at any time therefrom,  occurring on or
     about the Premises or the Building;  and this  indemnity  shall survive the
     expiry or  earlier  termination  of this  Lease,  in  respect of any of the
     foregoing circumstances during the Term;

Exhibiting Premises

(l)  to permit the Landlord or its agents to exhibit the Premises to prospective
     tenants during the last six (6) months of the Term or any renewal thereof;

Alterations

(m)  that the  Tenant  will  not,  without  the  prior  written  consent  of the
     Landlord,   make  or  erect  in  or  to  the  Premises  any  installations,
     alterations, additions, partitions, repairs or improvements, or do anything
     which  might  affect  the proper  operation  of the  electrical,  lighting,
     heating, ventilating, air-conditioning, sprinkler, fire protection or other
     systems;  the  Tenant's  request  for  consent  shall  be  in  writing  and
     accompanied by an adequate  description of the contemplated work, and where
     appropriate,  working drawings and specifications  therefor; the Landlord's
     costs of having its  architects,  engineers or others examine such drawings
     and specifications shall be payable by the Tenant upon demand as Additional
     Rent; the Landlord may require that any or all work to be done hereunder be
     done by the Landlord's  contractors or workmen or by contractors or workmen
     engaged by the  Tenant  but first  approved  by the  Landlord  and shall be
     performed in subject to inspection by and the reasonable supervision of the
     Landlord  and  shall  be  performed  in  accordance  with  all laws and any
     reasonable  conditions  (including  a  reasonable  supervision  fee  of the
     Landlord to be paid by the Tenant) or  regulations  imposed by the Landlord
     and  completed  in a  good  and  workmanlike  manner  and  with  reasonable
     diligence in  accordance  with the  approvals  given by the  Landlord;  any
     connections  of apparatus to the  electrical  system,  plumbing  lines,  or
     heating,  ventilating or air-conditioning  systems shall be deemed to be an
     alteration  within the meaning of this paragraph,  the Tenant shall, at its
     own cost and before commencement of any work, obtain all necessary building
     or other  permits and keep same in force and the Tenant shall  promptly pay
     all charges  incurred by it for any work,  materials  or services and shall
     forthwith discharge any liens resulting  therefrom;  if the Tenant fails to
     so discharge any liens,  the Landlord may (but shall be under no obligation
     to) pay into court the amount required,  or otherwise obtain a discharge of
     the lien in the name of the Tenant and any amount so paid together with all
     costs incurred in respect of such discharge  shall be payable by the Tenant
     to the Landlord  forthwith upon demand plus interest on all such amounts at
     the rate  hereafter set out in this lease;  the Tenant shall not create any
     mortgage,  conditional sale agreement,  or other  encumbrance in respect of
     its leasehold improvements or trade fixtures nor shall the Tenant lease the
     same from any third party, nor permit any such encumbrance to attach to the
     Premises or to the Building;

Interior Walls and Exterior Walls

(n)  that the Tenant will not deface or mark any part of the  Building  and will
     not permit any hole to be drilled or made or nails, screws, hooks or spikes
     to be driven into the exterior or interior walls,  doors or floors or stone
     or brick work of the  Building  or any  appurtenances  thereof  without the
     prior written consent of the Landlord;

Taxes

(b)  subject to any payment  referred to in section 5 above  required to be made
     by the Tenant in respect thereof, to pay or cause to be paid any Taxes, the
     payment of which are not the responsibility of the Tenant under this Lease,

Elevator

(c)  to furnish,  except when repairs are being made, passenger elevator service
     during Normal Business Hours and limited  elevator  service at other times;
     operatorless  and automatic  elevator  service if made  available  shall be
     deemed elevator service; and to permit the Tenant and its employees to have
     free use of such elevator service in common with others;

Access

(d)  to permit the Tenant and its employees and all persons  lawfully  requiring
     communication  with them  access in common  with  others of the  entrances,
     stairways,  corridors and halls in the Building leading to the Premises and
     to have the use of the same  during  Normal  Business  Hours and during Non
     Normal Business Hours by the Building Security System;

Washrooms

(e)  to permit the Tenant  and its  employees  in common  with  others  entitled
     thereto to use the washrooms in the Building  which may be  designated  for
     the Premises;

Janitor Services

(f)  to cause when reasonably necessary from time to time the floors to be swept
     and windows to be cleaned and the desks,  tables and other furniture of the
     Tenant to be dusted all in keeping with a first-class  office  building but
     with the  exception of the  obligation  to cause such work to be done,  the
     Landlord shall not be responsible  for any act of omission or commission on
     the part of the person or persons  employed to perform such work; such work
     shall  be done at the  Landlord's  direction  without  interference  by the
     Tenant,  his  servants  or  employees.  The  Tenant  acknowledges  that the
     Landlord shall be relieved from the foregoing obligations in respect of any
     part of the  Premises  to which  access  is not  granted  to the  person or
     persons employed or retained to do such work.

Fixtures

11. Provided that the Tenant may remove its fixtures and chattels if and only if
all rent and  other  charges  due or to  become  due are  fully  paid;  provided
further,  however, that all leasehold  improvements,  installations,  additions,
partitions  and fixtures  (other than trade or tenant's  fixtures in or upon the
Premises,  which terms shall in no case  include any  heating,  ventilating  and
air-conditioning  equipment or other  building  services or  carpeting)  whether
placed there by the Tenant or the  Landlord,  shall be the  Landlord's  property
upon the termination of this Lease without  compensation  therefor to the Tenant
and shall not be removed  from the  Premises at any time either  during or after
the Term.  Notwithstanding anything herein contained the Landlord shall be under
no  obligation  to replace,  repair or  maintain  such  leasehold  improvements,
installations, additions, partitions and fixtures.

Damage or Destruction

12. (a) If the Premises or any portion  thereof are damaged or destroyed by fire
or by other casualty against which the Landlord is required to be insured,  rent
shall abate in proportion to the area of that portion of the Premises  which, in
the  reasonable  opinion  of the  Landlord,  is thereby  rendered  unfit for the
purposes  of the Tenant  until the  Premises  are  repaired  and rebuilt and the
Landlord agrees that it will, with reasonable diligence,  repair and rebuild the
Premises.  The  Landlord's  obligation to rebuild and restore the Premises shall
not include the obligation to rebuild,  restore,  replace or repair any chattel,
fixture, leasehold improvement,  installation,  addition or partition in respect
of which the Tenant is to maintain  insurance  under section 8 (u), or any other
thing that is the property of the Tenant ( in this clause  collectively called "
Tenant's  Improvements");  the Premises shall be deemed restored and rebuilt and
fit for the Tenant's purposes when the Landlord's  Architect certifies that they
have been substantially restored and rebuilt to the point where the Tenant could
occupy them for the purpose of rebuilding, restoring, replacing or repairing the
Tenant's  Improvements;  the issuance of the  certificate  shall not relieve the
Landlord of its  obligation  to  complete  the  rebuilding  and  restoration  as
aforesaid,  but the Tenant shall  forthwith  after  issuance of the  certificate
proceed to rebuild,  restore, replace and repair the Tenant's Improvements,  and
the provisions of section 8 (m) shall apply to such work, mutatis mutandis;  * *
See Page 7A

(b)  Notwithstanding  section 12 (a), if the Premises or any portion thereof are
     damaged or destroyed by any cause  whatsoever  and cannot in the reasonable
     opinion of the  Landlord  be rebuilt  or made fit for the  purposes  of the
     Tenant as aforesaid  within ninety (90) days of the damage or  destruction,
     the Landlord  instead of rebuilding  or making  Premises fit for the Tenant
     may, at its  option,  terminate  this lease by giving to the Tenant  within
     thirty (30) days after such damage or destruction notice of termination and
     thereupon  rent and any other payments for which the Tenant is liable under
     this Lease shall be apportioned and paid to the date of such damage and the
     Tenant  shall  immediately  deliver up  possession  of the  Premises to the
     Landlord;

(c)  Irrespective  of whether the Premises or any portion thereof are damaged or
     destroyed as aforesaid,  in the event that fifty per cent (50%) or more, as
     determined by the Landlord, of the Building, is damaged or destroyed by any
     cause  whatsoever,  and if, in the reasonable  opinion of the Landlord such
     area cannot be rebuilt or made fit for the  purpose of the tenants  thereof
     within one hundred and eighty (180) days of such damage or destruction, the
     Landlord  may at its  option  terminate  this Lease by giving to the Tenant
     within thirty (30) days after such damage notice of  termination  requiring
     vacant  possession  of the Premises  sixty (60) days after  delivery of the
     notice of  termination  and thereupon rent and any other payments for which
     the Tenant is liable under this Lease shall be apportioned  and paid to the
     date on which vacant  possession  is given and the Tenant shall  deliver up
     possession of the Premises to the Landlord in  accordance  with such notice
     of termination.

Expansion, Alteration

13. The  Landlord  shall have the right to enter into the  Premises and to bring
its workmen and materials thereon to make additions, alterations,  improvements,
installations  and repairs to the Lands, the Building,  and the common areas and
services  thereof  as such may exist from time to time,  including  the right to
erect new  buildings  and  facilities.  The Landlord  may cause such  reasonable
obstructions  and  interference  with the use and  enjoyment  of the Lands,  the
Building and the Premises as may be necessary for the purposes aforesaid and may
interrupt  or suspend the supply of  electricity,  water of other  utilities  or
services when  necessary  and until the  additions,  alterations,  improvements,
installations or repairs have been completed, and there shall be no abatement in
rent nor shall the Landlord be liable by reason thereof,  provided all such work
is done as  expeditiously  as reasonably  possible.  The Landlord shall have the
right to use, install,  maintain and repair pipes, wires, ducts, shafts or other
installations  in, under or through the Premises for or in  connection  with the
supply of any  services to the Premises or any other  premises in the  Building.
The Landlord  further reserves the right to monitor access to any of the parking
areas by means of  barriers,  control  booths  or any  other  method  which  the
Landlord deems proper.  The Landlord  reserves the right to change the location,
layout or size of the parking area and to charge for the use of parking  spaces,
except as expressly set out in this Lease.

Injuries, Loss and Damage

14.  The  Landlord  shall not be  responsible  in any way for any  injury to any
person (including death) or for any loss of or damage to any property  belonging
to the  Tenant or to other  occupants  of the  Premises  or to their  respective
invitees,  licensees,  agents,  servants  or  other  persons  from  time to time
attending  at the  Premises  while such  person or  property  is in or about the
Lands,  the Premises,  the  Building,  or any areaways,  parking  areas,  lawns,
sidewalks,  steps,  truckways,  platforms,  corridors,  stairways,  elevators or
escalators in connection  therewith,  including  without limiting the foregoing,
any loss or damage to any  property  caused by theft or  breakage,  or by steam,
water,  rain or snow or for any loss or damage caused by or  attributable to the
condition  or  arrangements  of any  electric or other  wiring or for any damage
caused by smoke or  anything  done or omitted to be done by any other  tenant of
premises in the  Building or for any other loss  whatsoever  with respect to the
Premises, goods placed therein or any business carried on therein.



<PAGE>



Page 7A - Add to the end of Section 12(a):

The Tenant shall restore the Premises and  reinstate all leasehold  improvements
at its own  expense;  without  limiting the  generality  of the  foregoing,  the
Landlord  shall not be  obligated  to  provide  any tenant  allowance  or tenant
inducement to assist the Tenant in rebuilding, restoring, replacing or repairing
the  Tenant's  Improvements,  regardless  of  whether  or not the  Landlord  had
originally  provided  any  tenant  allowance  or tenant  inducement  in  respect
thereof.


<PAGE>



Impossibility Unavoidable Delays

15.  Whenever  and to the extent the  Landlord is unable to fulfil or,  shall be
delayed or restricted in the  fulfillment of any obligation  hereunder by reason
of being unable to obtain the material,  goods, equipment,  service,  utility or
labour  required  to  enable it to fulfil  such  obligation  or by reason of any
statute, law, regulation, by-law or order or by reason of any other cause beyond
its reasonable  control,  whether of the same nature as the foregoing or not the
Landlord shall be relieved from the fulfilment of such obligation and the Tenant
shall  not be  entitled  to  compensation  for any  inconvenience,  nuisance  or
discomfort  thereby  occasioned.  There shall be no  deduction  from the rent or
other moneys payable hereunder by reason of any such failure or cause.

Re-entry

16.  PROVISO  for  re-entry  by the  said  Landlord  on  non-payment  of rent or
non-performance of covenants.

Bankruptcy, etc.

17.  Provided  further that in case without the written consent of the Landlord,
the Premises  shall be used by any other person than the Tenant or for any other
purpose than that for which the same were let or in case the  Premises  shall be
vacated or remain  unoccupied  for fifteen (15) days, or in case the Term or any
of the goods and chattels of the Tenant shall be at any time seized in execution
or  attachment  by any  creditor  of the  Tenant or the  Tenant  shall  make any
assignment for the benefit of the creditors or any bulk sale or become  bankrupt
or  insolvent  or take the  benefit  of any Act now or  hereafter  in force  for
bankrupt or insolvent debtors,  or, if the Tenant is a corporation and any order
shall be made for the  winding-up  of the Tenant,  or other  termination  of the
corporate  existence of the Tenant,  then in any such case this Lease shall,  at
the option of the Landlord,  cease and determine and the Term shall  immediately
become forfeited and void and the then current month's rent and the next ensuing
three (3) month's rent  (including  in both cases all other  amounts  payable as
Additional  Rent)  shall  immediately  become  due and be paid and the  Landlord
without  prejudice  to any  claim  for  damages  for any  antecedent  breach  of
covenant,  may re-enter and take possession of the Premises as though the Tenant
or other  occupant or  occupants  of the Premises was or were holding over after
the expiration of the Term without any right whatever.

Distress

18. The Tenant waives and renounces the benefit of any present or future statute
taking away or limiting the  Landlord's  right of distress,  and  covenants  and
agrees that  notwithstanding  any such statute none of the goods and chattels of
the Tenant on the Premises at any time during the Term shall be exempt from levy
by distress for rent in arrears.

Entry as Agent

19.  omitted

Right of Termination

20.  omitted

Non-waiver

21. No condoning, excusing or overlooking by the Landlord or any default, breach
or non-observance by the Tenant at any time or times in respect of any covenant,
proviso  or  condition  herein  contained  shall  operate  as a  waiver  of  the
Landlord's rights hereunder in respect of any continuing or subsequent  default,
breach or non-observance,  or so as to defeat or affect in any way the rights of
the Landlord herein in respect of any such  continuing or subsequent  default or
breach,  and no waiver  shall be inferred  from or implied by  anything  done or
omitted by the  Landlord  save only  express  waiver in writing.  All rights and
remedies of the Landlord in this Lease  contained  shall be  cumulative  and not
alternative.

Overholding

22. If the Tenant shall continue to occupy all or part of the Premises after the
expiration  of this Lease with the  consent of the  Landlord,  and  without  any
further  written  agreement,  the Tenant shall be a monthly  tenant at the basic
monthly  rental  payable during the last year of this Lease and otherwise on the
terms and condition herein set out except as to length of tenancy.

Landlord Performing Tenant's Covenants

23. If the Tenant fails to perform or cause to be performed any of the covenants
or  obligations  of the Tenant  herein,  the Landlord  shall have the right (but
shall not be  obligated)  to perform or cause to be performed and to do or cause
or be done such things as may be  necessary  or  incidental  thereto  (including
without  limiting  the  foregoing,  the  right to make  repairs,  installations,
erections  and expend  moneys) and all  payments,  expenses,  charges,  fees and
disbursements  incurred  or paid by or on  behalf  of the  Landlord  in  respect
thereof shall be paid by the Tenant to the Landlord forthwith upon demand.

Payments to Landlord

24. All  payments to be made by the Tenant  under this Lease  shall be made,  at
such  place or places as the  Landlord  may  designate  in  writing,  and to the
Landlord  or to such agent of the  Landlord as the  Landlord  shall from time to
time direct.  The Tenant shall pay the Landlord  interest on all overdue rentals
including Basic Rent and Additional Rent or other amounts,  all such interest to
be calculated from the date upon which the amount is first due or demanded until
actual  payment  thereof and at a rate of five (5%) per cent per annum in excess
of the minimum  lending  rate to prime  commercial  borrowers  from time to time
current at chartered banks in the municipality in which the building is situate.

Recovery of Adjustments

25. The  Landlord  shall have (in  addition  to any other right or remedy of the
Landlord)  the same rights and remedies in the event of default by the Tenant in
payment of any amount  payable by the Tenant  hereunder,  as the Landlord  would
have in the case of default in payment of rent.

Registration & Planning Act

26. (a) The Tenant  covenants  and agrees with the Landlord that the Tenant will
not register or record this Lease against the title to the Lands,  except by way
of notice.

(b) Where  applicable,  this Lease shall be subject to the condition  that it is
effective only if The Planning Act is complied with. Pending such compliance the
Term, and any renewal  periods,  shall be deemed to be for a total period of one
(1) day  less  than  the  maximum  lease  term  permitted  by law  without  such
compliance.

Mortgages

27. * At the option of the Landlord, this Lease shall be subject and subordinate
to any and all  mortgages,  charges and deeds of trust,  which may now or at any
time hereafter  affect the Premises in whole or in part, or the Lands,  Building
whether  or not any such  mortgage,  charge  or deed of trust  affects  only the
Premises or the Lands,  the  building  or affects  other  premises  as well.  On
request at any time and from time to time of the  Landlord or of the  mortgagee,
chargee or trustee under any such mortgage,  charge or deed of trust, the Tenant
shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee:

*Subject to Section 25 of Schedule "C"

a) attorn to such  mortgagee,  chargee or  trustee  and become its tenant of the
Premises or the Tenant of the  Premises of any  purchaser  from such  mortgagee,
chargee or trustee in the event of an  exercise of any  permitted  power of sale
contained in any such  mortgage,  charge or deed of trust for the then unexpired
residue of the Term on the terms herein contained, and/or

b) postpone and subordinate this Lease to such mortgage, charge or deed of trust
to the intent that this Lease and all right, title and interest of the Tenant in
the  Premises  shall be  subject  to the  rights of such  mortgagee,  chargee or
trustee as fully as if such mortgage,  charge or deed of trust had been executed
and  registered  and the money  thereby  secured  had been  advanced  before the
execution of this Lease (and  notwithstanding  any  authority or consent of such
mortgagee, or trustee, express or implied, to the making of this Lease).

Any such  attornment  or  postponement  and  subordination  shall  extend to all
renewals, modifications,  consolidations, replacements and extension of any such
mortgage, charge or deed of trust and every instrument supplemental or ancillary
thereto or in  implementation  thereof.  The Tenant shall forthwith  execute any
instruments  or attornment or  postponement  and  subordination  which may be so
requested to give effect to this section.

Assignment Landlord

28. If the Landlord sells or leases the Lands, the Building or any part thereof,
or assigns this Lease, and to the extent that the purchaser,  lessee or assignee
is responsible for compliance with the covenants and obligations of the Landlord
hereunder, the Landlord without further written agreement will be discharged and
relieved of liability under the said covenants and obligations.

Captions

29. The captions  appearing in the margin of this Lease have been  inserted as a
matter of  convenience  and for  reference  only and in no way define,  limit or
enlarge the scope of meaning of this Lease nor any of the provisions hereof.

Guarantee (if applicable)

30.  omitted

Notice

31. (a) Any notice,  request,  statement or other writing pursuant to this Lease
shall be deemed to have been given if Notice sent by registered  prepaid post as
follows:

                  TO THE LANDLORD
                  8 Vinci Crescent
                  Downsview, Ontario M3H 2Y7

or such other  address as the  Landlord  shall  notify the Tenant in writing any
time or from time to time; 

TO THE TENANT - at the Premises

and such notice shall be deemed to have been received by the Landlord, Tenant as
the case may be, on the third business day after the date on which it shall have
been so mailed (in the event that there is an  interruption  of postal  service,
the aforesaid period shall be extended for a period  equivalent to the period of
interruption).

(b)  Notice  shall  also be  sufficiently  given if and  when the same  shall be
delivered,  in the case of notice to Landlord,  to an  executive  officer of the
Landlord,  and in the case of notice to the  Tenant to him  personally  or to an
executive officer of the Tenant if the Tenant is a corporation.  Such notice, if
delivered,  shall be conclusively  deemed to have been given and received at the
time of such delivery. If in this Lease two or more persons are named as Tenant,
such  notice  shall  also be  sufficiently  given if and when the same  shall be
delivered personally to any one of such persons. Provided that either party may,
by notice to the other, from time to time designate another address in Canada to
which notices mailed more than ten (10) days thereafter shall be addressed.

Effect of Lease

32. This indenture and everything  herein contained shall extend to and bind and
may be taken advantage of by the respective  heirs,  executors,  administrators,
successors  and  assigns,  as the case may be, of each and every of the  parties
hereto, subject to the granting of consent by the Landlord as provided herein to
any assignment or sublease,  and where there is more than one Tenant or there is
a female party or a corporation,  the  provisions  hereof shall be read with all
grammatical changes thereby rendered necessary and all covenants shall be deemed
joint and several

Interpretation of Lease

33.  All of the  Provisions  contained  in this  Lease  are to be  construed  as
covenants  and  agreements  and  if  any  of  Lease   provision  is  illegal  or
unenforceable,  it shall be considered separate and severable from the remaining
provisions, which shall remain in force and be binding upon the Landlord and the
Tenant.

Time of Essence

34. Time shall be of the essence of this Lease.

Law

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

Intent of Lease

36.  This is a carefree  lease and it is the  mutual  intention  of the  parties
hereto  that the  basic  rent  herein  provided  to be paid  shall be net to the
Landlord and clear of all taxes,  costs and charges  arising from or relating to
the lands and building in that the Tenant shall bear its proportionate  share of
all costs of and be  responsible  for all matters in relation to the  operation,
maintenance  and repair of the lands and building  (save as  otherwise  provided
herein)  including  and without  limiting the  generality  of the  foregoing the
Tenant's  proportionate  share of taxes and operating  costs.  Charges of a kind
personal  to the  Landlord  such  as  taxes  on  the  income  of  the  Landlord,
Corporation  Tax, estate and  inheritance  tax and similar taxes,  principal and
interest payments to be made by the Landlord in satisfaction of mortgages now or
hereinafter  registered  against  the said lands and  building  shall not be the
responsibility or obligation of the Tenant.

37. Schedule "A", "B", "C", "D" "E" and "F" and Rules and  Regulations  attached
form part of this Lease.

38. The Landlord  entering into this Lease  transaction is conditional  upon the
following  occurring  contemporaneously  with the execution of this Lease by the
Tenant.

(a) Saville  Systems PLC executing and  delivering to the Landlord the Indemnity
in form attached as Schedule "E" hereto, and

(b)  Saville  Systems  PLC  delivering  four  copies of an  opinion of its Irish
counsel addressed to the Landlord, its solicitors, Aird & Berlis, 3170497 Canada
Inc. and its solicitors, Gardiner, Roberts, in form attached as Schedule "F".

IN WITNESS WHEREOF the parties hereto have executed this lease.

SIGNED, SEALED AND DELIVERED
in the presence of              ORFUS INVESTMENTS
                                BY:      /s/M. Orfus



                                SAVILLE SYSTEMS CANADA, LTD.
                                BY:      /s/Marc J. Venator
                                         Authorized Signing Officer TENANT CS



<PAGE>


                              RULES AND REGULATIONS

1. The Tenant shall not place or permit to be placed or left in or upon any part
of the Building outside of the Premises,  or in or upon any part of the Building
of which the Premises form a part, any debris or refuse.

2. The  Landlord  shall  permit the Tenant and the  Tenant's  employees  and all
persons lawfully requiring communication with them to have the use during Normal
Business Hours in common with others  entitled  thereto of the main entrance and
the stairways,  corridors, elevators or other mechanical means of access leading
to the Premises. At times other than during Normal Business Hours the Tenant and
the employees of the Tenant and persons lawfully  requiring  communication  with
the Tenant shall have access to the Building and to the Premises

3. The  Landlord  shall  permit the Tenant  and the  employees  of the Tenant in
common with others  entitled  thereto,  to use the washrooms on the floor of the
Building on which the Premises are situated or, in lieu thereof those  washrooms
designated by the Landlord, save and except when the general water supply may be
turned  off  from  the  public  main or at such  other  times  when  repair  and
maintenance  undertaken  by the Landlord  shall  necessitate  the non-use of the
facilities.

4. The Tenant shall not permit any cooking in the  Premises  without the written
consent of the Landlord.

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

6. The Tenant, its agents, servants,  contractors,  invitees or employees, shall
not  bring in or take  out,  position,  construct,  install  or move  any  safe,
business  machinery or other heavy  machinery or equipment or anything liable to
injure or destroy any part of the Building  without first  obtaining the consent
in writing of the Landlord.  In giving such consent, the Landlord shall have the
right in its sole discretion, to prescribe the weight permitted and the position
thereof,  and the use and design of planks,  skids, or platforms,  to distribute
the weight thereof.  All damage done to the Building by moving or using any such
heavy equipment or other office equipment or furniture shall occur only by prior
arrangement with the Landlord. No Tenant shall employ anyone to do its moving in
the Building other than the staff of the Building,  unless  permission to employ
anyone  else is given by the  Landlord  and the  reasonable  cost of such moving
shall  be paid by the  Tenant.  Safes  and  other  heavy  office  equipment  and
machinery shall be moved through the halls and corridors only upon steel bearing
plates.  No freight or bulky matter of any description will be received into the
Building  or  carried in the  elevators  except  during  hours  approved  by the
Landlord.

7. The Tenant  shall not place or cause to be placed any  additional  locks upon
any doors of the  Premises  without the  approval of the Landlord and subject to
any  conditions  imposed  by the  Landlord.  Two keys shall be  supplied  to the
Landlord for each door to the Leased Premises and all locks shall be standard to
permit access to the  Landlord's  master key. If additional  keys are requested,
they must be paid for by the Tenant.  No one, other than the  Landlord's  staff,
will have keys to the outside entrance doors of the Building.

8. The water closets and other water apparatus shall not be used for any purpose
other than those for which they were  constructed,  and no  sweepings,  rubbish,
rags, ashes or other substances shall be thrown therein. Any damage resulting by
misuse  shall be borne by the Tenant by whom or by whose  agents,  servants,  or
employees  the same is caused.  The Tenant shall not let the water run unless it
is in actual  use,  and shall not  deface or mark any part of the  Building,  or
drive  nails,  spikes,  hooks,  or  screws  into the  walls or  woodwork  of the
Building.

9. The Tenant  shall not do or permit  anything to be done in the  Premises,  or
bring or keep  anything  therein which will in any way increase the risk of fire
or the rate of fire  insurance on the said Building or on property kept therein,
or obstruct or interfere  with the rights of other  tenants or in any way injure
or annoy  them or the  Landlord,  or violate  or act at  variance  with the laws
relating to fires or with the  regulations of the Fire  Department,  or with any
insurance upon said Building or any part thereof,  or violate or act in conflict
with any of the rules and  ordinances of the Board of Health or with any statute
or municipal by-law.

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

11. The Tenant shall permit window cleaners to clean the windows of the Premises
during Normal Business Hours.

12.  Canvassing,  soliciting  and  peddling in or about the  Building and in the
parking area are prohibited.

13. The Tenant  shall not receive or ship  articles  of any kind except  through
facilities,  and  designated  doors and at hours  designated by the Landlord and
under the supervision of the Landlord.

14. It shall be the duty of the respective tenants to assist and co-operate with
the Landlord in preventing injury to the premises demised to them respectively.

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

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

17. No animals or birds shall be brought into the  Building  without the consent
of the Landlord.

18.  The Tenant  shall not  install  or permit  the  installation  or use of any
machine  dispensing goods for sale in the Premises or the Building or permit the
delivery  of any food or beverage to the  Premises  without the  approval of the
Landlord  or in  contravention  of any  regulations  fixed or to be fixed by the
Landlord.  Only persons authorized by the Landlord shall be permitted to deliver
or to use the  elevators in the Building for the purpose of  delivering  food or
beverages to the Premises.

19. If the Tenant desires  telegraphic or telephonic  connections,  the Landlord
will direct the electricians as to where and how the wires are to be introduced,
and without such directions no boring or cutting for wires will be permitted. No
gas pipe or  electric  wire  will be  permitted  which has not been  ordered  or
authorized by the Landlord.  No outside radio or television  materials  shall be
allowed on the Leased Premises without authorization in writing by the Landlord.

20. The Tenant,  shall not cover or obstruct  any of the  skylights  and windows
that reflect or admit light into any part of the Building  except for the proper
use of approved blinds and drapes.

21. Any hand trucks,  carryalls, or similar appliances used in the Building with
the consent of the Landlord,  shall be equipped with rubber tires,  slide guards
and such other safeguards as the Landlord shall require.

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

23. The Tenant shall not place or maintain any supplies or other articles in any
vestibule  or  entry of the  Premises,  on the  footwalks  adjacent  thereto  or
elsewhere on the exterior of the Premises or the Building.

24. The Landlord shall have the right to make such other and further  reasonable
rules and  regulations  as in its  judgment may from time to time be needful for
the  safety,  security,  care  and  cleanliness  of the  Building,  and  for the
preservation  of good order therein,  and the same shall be kept and observed by
the Tenants, their clerks and servants.

25. The Tenant agrees to the foregoing Rules and  Regulations,  which are hereby
made a part of this Lease, and each of them, and agrees that for such persistent
infraction  of them, or any of them, be calculated to annoy or disturb the quiet
enjoyment  of any other  tenant,  or for gross  misconduct  upon the part of the
Tenant,  or any one  under  it,  the  Landlord  may  declare  a  forfeiture  and
cancellation of the accompanying Lease and may demand possession of the Premises
upon  one  (1)  week's  notice  as  determined  by  a  competent   court  having
jurisdiction.


<PAGE>



                                   SCHEDULE"A"

Attached to and forming part of a Lease between ORFUS  INVESTMENTS  as Landlord,
and SAVILLE SYSTEMS CANADA, LTD. as Tenant

Town of Markham,  Regional Municipality of York consisting of Part of Lots 3 and
4 and  all of  Lot 5,  Plan  65M-2326,  designated  as  Parts  5,  6, 8 and 9 on
65R-14021


<PAGE>


                                  SCHEDULE "B"

Maps of 5th and 6th floor, West Tower, 675 Cochrane Drive


<PAGE>



                                   SCHEDULE"C"

To a lease  made  the 25th day of  April,  1996  between  Orfus  Investments  as
Landlord and Saville Systems Canada, Ltd. as Tenant.

1 .      TENANT'S INSURANCE

Tenant  covenants  that,  with  respect to  policies of  Tenant's  insurance  as
required pursuant to Section 8(u) of the Lease, that such policies shall include
provisions  showing the  Landlord as named  insured in the policy and  requiring
that the  insurer  provide  at least  thirty  (30) days'  written  notice to the
Landlord  prior to  termination  or material  amendment to the policy during the
lease term or any renewal or extension  thereof.  Tenant shall,  forthwith  upon
demand,  deliver to  Landlord  evidence of such  insurance  policies by way of a
certificate from the insurer.

Every such  policy of  insurance  shall  contain a waiver by the  insurer of any
rights of  subrogation or indemnity or any other claim over against the Landlord
or the agents or employees of the Landlord.  If Tenant shall fail to take out or
keep in force  such  insurance  as is  required  hereunder,  or if the  evidence
submitted  therefor is unacceptable to the Landlord pursuant to this Lease, then
the  Landlord  may,  but  shall  not be  obliged  to,  obtain  some or all  such
insurance,  and the Tenant shall pay all premiums or other  reasonable  expenses
incurred by the Landlord as a result thereof on demand, as rent.

The Tenant shall furnish to the Landlord, upon request,  evidence as to the full
replacement cost of the Tenant's fixtures,  furniture and equipment,  and Tenant
shall ensure that the insurance  coverage under Section  8(u)(ii) is adequate to
cover such fixtures, furniture and equipment.

Landlord's  right of termination in Section 8(g) shall apply only if Tenant does
not rectify the cause of insurance cancellation (to the effect that the Landlord
is enabled to insure as before)  within 72 hours of written notice from Landlord
to do so.

Landlord shall insure  Building A against risk of fire and other property damage
and shall  maintain  liability  insurance and such amounts and for such risks as
would a reasonably  prudent  landlord of a similar  property.  The costs of such
insurance shall be included in Operating Costs.

2.       ADDITIONAL RENT

(a) The  Landlord  agrees  that  Operating  Costs,  Taxes and  hydro,  plus,  if
applicable,  management  fees provided for in Section 6(c),  for the  Landlord's
fiscal year ending  April 30, 1996 will not exceed Ten Dollars and  Twenty-Three
Cents  ($10.23) per sq.ft.  of the Rentable Area of the  Premises.  The Landlord
further  warrants and represents  and agrees that the Operating  Costs (which is
for the  Landlord's  fiscal  year  ending  April  30,  1996,  Five  Dollars  and
Eighty-One  Cents ($5.81) per sq.ft. of the Rentable Area of the Premises) which
does not include hydro or Taxes but does include management fees provided for in
Section 6(c), if applicable,  plus the cost of  replacement  of electric  bulbs,
tubes, starters and ballasts in the Premises, shall not, during the term of this
Lease, excluding any extension or renewal periods, exceed the lesser of

     (i)  the actual amount  incurred for said costs per square foot of Rentable
          Area of the Premises, and

     (ii) the following amounts:

(1)      Year 1 $6.10 per square foot

(2)      Year 2 $6.41 per square foot

(3)      Year 3 $6.73 per square foot

(4)      Year 4 $7.06 per square foot

(5)      Year 5 $7.42 per square foot

(6)      Year 6 $7.79 per square foot

(7)      Year 7 $8.18 per square foot

(8)      Year 8 $8.58 per square foot

(9)      Year 9 $9.01 per square foot

Reference to "Year" shall be to the  particular  Year or portion  thereof in the
initial term  following  the  commencement  date of the term of that part of the
Premises located on the 6th Floor of Building A.

Hydro and Taxes will not be capped.

(b) HVAC supplied to the Premises during Normal Business Hours shall be included
in Operating  Costs,  and subject to the  limitation on Operating  Costs set out
above in  subparagraph  (a). After Normal Business Hours HVAC shall be available
at all times to Tenant with prior arrangement,  at a cost which is now estimated
to be One Dollar and Twenty-Five Cents ($1.25) per heat pump per hour.

(c) Landlord shall provide Tenant annually, an unaudited statement of Additional
Rent within 180 days of the end of each Year.  Said statement shall be completed
by a certified  accountant or other independent  qualified financial person. The
Landlord  or the  Tenant  as  the  case  may be has  the  right  to  remedy  any
differences  between said  statements and the Additional Rent paid by the Tenant
to the  Landlord in the previous  Year,  within 30 days of the  statement  being
delivered.

3.       GOODS AND SERVICES TAX ("GST")

The Tenant  covenants  with the  Landlord 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 Tenant's Premises,  however designated,  which are levied,
imposed or assessed by lawful authority and whether they are levied,  imposed or
assessed  against the Landlord or the Tenant.  The Tenant  further  covenants to
indemnify  and save the Landlord  harmless  from any and all  liability,  costs,
expenses  or  penalties  incurred  by the  Landlord as a result of such sales or
services  taxes.  The Landlord will comply with all  provisions of the Goods and
Services Tax legislation.

In  connection  with GST, the Tenant  covenants to pay the Landlord when due, in
addition to all other amounts  payable under this Lease,  any goods and services
tax ("GST") which shall be applicable  to, or which may be assessed,  imposed or
levied against the Basic Rent and/or  Additional Rent payable  hereunder and all
such GST shall be collectable hereunder in the same manner as rent.

The  obligations  of the Tenant in this paragraph 3 shall survive the expiration
or the termination of this Lease.

4.       USE OF THE PREMISES

Notwithstanding the provisions of paragraph 8(g) of the Lease:

(a) The Tenant shall, subject to what is hereinafter provided,  use the Premises
for business  offices and as a 24 hour data centre and if applicable,  all other
uses permitted by prevailing  municipal  by-laws,  subject  however to paragraph
4(b)(ii) below.

(b) The Tenant  shall  ensure that during the Term and any renewal or  extension
thereof, no part of the Premises may be used:

     (i)  (except by Saville  Systems  Canada,  Ltd.,) by anyone in the  primary
          business of marketing,  financing and/or servicing computers, computer
          software,  hardware or related  material  or  products,  considered  a
          competitor by Digital  Equipment of Canada Limited,  ("Digital") named
          on a list by Digital  from time to time,  the most  current list being
          that set forth in Schedule "D". The Tenant  acknowledges  that Digital
          has the right to provide  an updated  list  annually  to the  Landlord
          setting forth no more than ten (10) entities  which Digital  considers
          to be a competitor and that the Landlord has  covenanted  with Digital
          not  to  lease  directly  or  indirectly  by  sublet,   assignment  or
          otherwise,  any  premises  in Building A to tenants  considered  to be
          competitors of Digital as aforesaid.  The Tenant acknowledges that the
          Landlord  shall have no obligation to provide such annual updated list
          to the Tenant but shall provide same upon request of the Tenant;

     (ii) by any agency or organization  providing social services to the public
          at large at Building A; and/or

     (iii)by anyone  which  carries on a business at  Building A not  consistent
          with a first class building.

5.       LEASEHOLD IMPROVEMENTS

(a) The Landlord  agrees that the Tenant shall be entitled to use all  leasehold
improvements  existing  as of the date  hereof at the  Premises.  The Tenant may
demolish  any of  such  existing  leasehold  improvements  as it sees  fit  (the
"Demolition"), subject to what is hereinafter provided.

(b) (i) The Landlord will pay to the Tenant, once only as a contribution towards
the costs of leasehold improvements and the Demolition, as hereinafter provided,
an amount up to $20.00 per square foot of Rentable  Area which shall be $429,580
for that part of the Premises constituting the 6th floor of Building A (the "6th
Floor Premises").

     (ii) Provided that the Landlord,  acting  reasonably,  determines  that the
          financial  condition of the Tenant and Saville Systems PLC is no worse
          than that existing as of the date hereof, which determination is to be
          made no  later  than the 1st day of  September,  1997,  and,  provided
          further  that the  Tenant  has not  been in  material  default  of any
          financial  obligations under this Lease, then the Landlord will pay to
          the Tenant, once only as a contribution towards the costs of leasehold
          improvements and the Demolition, as hereinafter provided, an amount up
          to $20.00 per square foot of Rentable Area which shall be $429,580 for
          that part of the  Premises  constituting  the 5th floor of  Building A
          (the "5th Floor Premises").

The Tenant and Saville  Systems  PLC shall  provide to the  Landlord  up-to-date
financial information.

(c) All payments made by the Landlord towards the cost of leasehold improvements
and the  demolition  shall  be for the  purposes  of  Demolition  aforesaid  and
otherwise used solely for leasehold  improvements at the Premises and may not be
utilized  towards the cost of furniture,  equipment or any other cost or expense
which is not a leasehold improvement for the Premises.

(d) Any costs in  excess  of $20.00  per  square  foot of  Rentable  Area of the
Premises  shall be payable by the Tenant,  it being  intended that the leasehold
improvement  allowance for that part of the Premises  constituting the 6th Floor
Premises is $429,580 and the  leasehold  improvement  allowance for that part of
the Premises constituting the 5th Floor Premises is $429,580 (in each case based
on the  assumption  that each such part of the Premises is 21,479 square feet of
Rentable Area). If no leasehold improvement allowance is payable by the Landlord
in respect of the 5th Floor  Premises all costs for the 5th Floor Premises shall
be payable by the Tenant.

(e) The  Landlord  agrees  to  provide  two  written  estimates  from  reputable
contractors  for the  leasehold  improvements  to be  installed at the 6th Floor
Premises  and at the 5th Floor  Premises.  The  Tenant  shall  have the right to
select either of the contractors which have given the written estimates.

(f)  Provided  that the Landlord  delivers  the letter of credit  referred to in
paragraph 6 below,  the Tenant  shall sign the  construction  contracts  for the
Demolition (if applicable) and the installation of leasehold improvements at the
6th Floor Premises and when applicable, at the 5th Floor Premises.

(g) (i) Upon completion of the  construction of leasehold  improvements  for the
6th Floor  Premises,  the Tenant shall  provide to the Landlord a summary of the
actual costs for the leasehold improvements plus Demolition, if applicable,  for
the 6th Floor Premises.

(ii) In the event that the  leasehold  improvement  allowance  is payable by the
     Landlord  in  respect of the 5th Floor  Premises,  upon  completion  of the
     construction  of leasehold  improvements  for the 5th Floor  Premises,  the
     Tenant shall  provide to the Landlord a summary of the actual costs for the
     leasehold  improvements plus Demolition,  if applicable,  for the 5th Floor
     Premises.

(iii)In  the  event  that  less  than   $429,580  is  used   towards   leasehold
     improvements  and Demolition for the 6th Floor  Premises,  or, in the event
     that  less  than  $429,580  is  used  towards  leasehold  improvements  and
     Demolition for the 5th Floor Premises then the amortized  monthly amount of
     the  difference,  if any,  over  the  then  remaining  balance  of the Term
     (excluding  renewals  or  extensions)  at 11 % per annum  shall be  applied
     towards  reduction of the monthly  Basic Rent. In each case the said figure
     of $429,580 is based on the  assumption  each such part of the  Premises is
     21,479 square feet of Rentable Area.

(iv) In the  event  that the  Landlord  is not  obligated  to pay the  leasehold
     improvement  allowance  for the  5th  Floor  Premises  as a  result  of the
     provisions of paragraph  5(b)(ii),  then the monthly Basic Rent for the 5th
     Floor  Premises  shall be reduced  for the  balance of the Term  (excluding
     renewals or extensions) based upon a total reduction of $429,580  amortized
     at 11 % per annum.

(h) There shall be no administrative  overhead or profit charged by the Landlord
for the improvements or alterations performed at any time by the Tenant.

6.       PAYMENT OF LEASEHOLD IMPROVEMENT ALLOWANCE

(a) With respect to the leasehold improvement allowance referred to in paragraph
5 above,  in respect of the 6th Floor  Premises  only,  the  Landlord  agrees to
provide to the Tenant on the date of execution of this Lease by the Landlord and
the Tenant, an irrevocable letter of credit from a Schedule 1 Canadian chartered
bank in an amount equal to $429,580  Canadian dollars (based upon the assumption
that the Rentable Area of the 6th Floor  Premises is 21,479 square feet),  which
letter of credit shall be in a form and  substance  satisfactory  to the Tenant,
acting  reasonably,  and shall  provide,  inter alia,  that the issuer bank will
honour  demand for payment  made  thereunder  without  inquiry as to whether the
Tenant has the right as  between  itself and the  customer  on whose  behalf the
issuer  bank has issued the letter of credit,  to make such  demand and  without
recognizing any claim of said customer;  provided,  however,  that the letter of
credit shall provide for delivery of the certificates  hereinafter  described in
order for payment to be made thereunder.

The letter of credit  shall be in favour of the Tenant and shall  allow  partial
draw downs (less holdbacks to ensure at all times that applicable  holdbacks are
maintained at all times), based upon work in place and upon a certificate of the
Tenant's   architect  (being  a  firm  satisfactory  to  the  Landlord,   acting
reasonably)  certifying  to the  Landlord  and to the bank  which has issued the
letter of credit:

     (i)  the  amount  of the  Demolition  costs or the work in place at the 6th
          Floor Premises of the West Tower  (Building A) of 675 Cochrane  Drive,
          Markham,  undertaken  by or on behalf  of the  Tenant,  together  with
          reasonable details thereof;

     (ii) the holdbacks  applicable  under the  Construction  Lien Act to ensure
          that the applicable holdbacks are maintained at all times;

     (iii)that in  connection  with the said work for which a draw down is being
          requested under the said letter of credit:

(1) the  amount of the draw  requested  is  approved,  or,  the  amount  that is
approved, as the case may be;

(2)the  work  has  been  installed  in  accordance  with  working  drawings  and
specifications approved by the Landlord;

(3) the work has been  performed in  accordance  with all laws and in a good and
workmanlike manner;

(4) that all necessary building or other permits have been maintained;

(5) that  there is no claim for any lien in respect  of the  improvements  being
undertaken at said Premises;

(6) the  architect  has not received  written  notice from the Landlord that the
Tenant is in default in its obligation to pay any amounts due under this Lease;

(7) in the case of the  final  holdback  being  released,  the  architect  shall
certify the above,  together  with the  certificate  that all lien  periods have
expired with respect to such  improvements  and no liens have been registered or
claimed.

In the event that the  Landlord  sells the  building in which the  Premises  are
located,  the Tenant agrees to either accept,  in substitution or in lieu of the
letter of  credit  being  issued by the  Landlord  named  herein,  either a cash
collateral  account  in the  amount  left to be draw  under  the said  letter of
credit,  a substitute  letter of credit in the  principal  amount of the undrawn
amount of the said letter of credit,  or,  evidence that the new landlord has at
least $50,000,000 of shareholders  equity. Upon the said cash collateral account
being  established,  the said  substitute  letter of credit  being issued to the
Tenant, or, the evidence being supplied as to the shareholders equity of the new
landlord as aforesaid,  the Tenant shall  release to the Landlord  named herein,
the letter of credit which the Landlord  named herein will have  provided to the
Tenant,  and requests for payment shall be made to the new Landlord supplying to
the new  Landlord the  information,  material  and  certificates  referred to in
paragraph 6 (a)(i)-(iii) of this Schedule "C".

Once the leasehold  improvements  at the 6th Floor Premises have been completed,
the  Landlord  shall have the right to receive the said  letter of credit,  (the
said cash collateral account or the said substitute letter of credit as the case
may be), returned to it, forthwith, for amounts not drawn thereunder.

(b) In the event  that the  Landlord  is  obligated  to  provide  the  leasehold
improvement  allowance  with  respect  to the 5th Floor  Premises,  pursuant  to
paragraph  5(b)(ii),  the  Landlord  shall  be under  no  obligation  to post an
irrevocable  letter of credit or any other  security,  provided  however  in the
event that the Landlord is in default of its  obligations  to fund the leasehold
improvement  allowance  for  the 5th  Floor  Premises  in  accordance  with  the
provisions hereof, the Tenant may give fifteen (15) days' written notice of such
default,  and failing the remedying of such default within the aforesaid fifteen
(15) day period,  the Tenant  shall be  entitled  to remedy such  default and to
receive a credit therefor against Basic Rent; such credit shall be equal to 110%
of the  aggregate of the amounts paid by or on behalf of the Tenant to cure such
default and shall be applied against Basic Rent as it becomes due. Such right of
set off shall be subject to an  accounting  being  provided by the Tenant to the
Landlord.

(c) The  leasehold  improvement  allowance in respect of the 5th Floor  Premises
shall be payable  provided the Tenant is not then in default in its  obligations
to pay any amount due under this Lease,  upon receipt of the  certificate of the
Tenant's   architect   (being  a  firm   satisfactory  to  the  Landlord  acting
reasonably), and the following shall apply:

     (i)  the  certificate  shall certify the amount of the Demolition  costs or
          the  work in  place  at the  5th  Floor  Premises  of the  West  Tower
          (Building  A) of 675  Cochrane  Drive,  Markham,  undertaken  by or on
          behalf of the Tenant, together with reasonable details thereof;

     (ii) the  certificate  shall  state  the  holdbacks  applicable  under  the
          Construction  Lien Act,  and,  at all times,  draw downs  against  the
          leasehold improvement allowance shall be made less holdbacks to ensure
          at all times that applicable holdbacks are maintained at all times for
          purposes of the Construction Lien Act;

     (iii)the certificate  shall state that in connection with the said work for
          which a draw down is being requested:

(1) the  amount of the draw  requested  is  approved,  or,  the  amount  that is
approved, as the case may be;

(2) the work  has  been  installed  in  accordance  with  working  drawings  and
specifications approved by the Landlord;

(3) the work has been  performed in  accordance  with all laws and in a good and
workmanlike manner;

(4) that all necessary building or other permits have been maintained;

(5) that  there is no claim for any lien in respect  of the  improvements  being
undertaken at said Premises;

(6) in the case of the final  holdback  being  released,  the  architects  shall
certify  the above,  together  with a  certificate  that all lien  periods  have
expired with respect to such  improvements  and no liens have been registered or
claimed.

7.  ACCESS TO 6TH FLOOR PREMISES

Forthwith  upon  execution  of this Lease by the  Tenant,  the  Tenant  shall be
entitled  to enter  the 6th  Floor  Premises  for the  purposes  of  undertaking
Demolition  to  the  existing  leasehold  improvements,   if  applicable,   and,
undertaking any new leasehold  improvements  which it will be undertaking at the
6th Floor Premises, subject however to the following terms and conditions:

(a)  Prior to the  Tenant  undertaking  any work or  demolition  it  desires  to
undertake at the 6th Floor Premises, the Tenant shall comply with the provisions
of Section 8(m) of this Lease.

(b) The  Tenant  shall  have  provided  evidence  of  appropriate  and  adequate
insurance both in respect of its obligations  pursuant to the provisions of this
Lease and in connection with undertaking  Demolition and improvements to the 6th
Floor  Premises  prior to  undertaking  its work;  and except for the payment of
Basic Rent and Additional Rent all covenants and obligations of the Tenant to be
performed during the term shall apply from and after its taking of possession of
the 6th Floor Premises mutatis mutandis.

(c) The Tenant and its contractors shall be responsible for removing garbage and
debris from Building A, and from any common areas and facilities,  each day, and
from the Premises as reasonably  required so that there is no undue accumulation
of garbage  and  debris,  and to place  same into  garbage  containers  for that
purpose as provided,  as it undertakes its work. If the Landlord's forces remove
such garbage, the Tenant shall be responsible to pay for the cost of same.

(d) There shall be no Basic Rent or Additional Rent payable  notwithstanding the
permission  hereby  granted  for the  Tenant to enter  the 6th  Floor  Premises,
provided that Basic Rent and  Additional  Rent shall commence to be payable from
and after the 1st day of July, 1996  notwithstanding that the Tenant's leasehold
improvements may not have been finished at such time.

8.       SPACE PLAN

The  Landlord  agrees to provide a space plan with one  revision or to pay space
planning  fees  directly to a planner of the  Tenant's  choice for the 6th Floor
Premises and, when  applicable,  for the 5th Floor  Premises,  at the Landlord's
sole cost and  expense,  which shall not exceed the cost of .08 cents per square
foot of  Rentable  Area of the 6th Floor  Premises  and the 5th Floor  Premises,
respectively.

9. INTERIM USE OF 5TH FLOOR PRIOR TO THE TERM IN RESPECT THEREOF COMMENCING

(a)  Notwithstanding  that the term in respect of the 5th Floor Premises has not
commenced,  the Landlord agrees that upon execution of this Lease by the Tenant,
and subject to the terms and conditions  herein  contained,  the Tenant shall be
permitted at its sole option to take possession of the 5th Floor  Premises.  The
following are the terms and conditions applicable thereto:

     (i)  prior to  being  able to take  possession  of the 5th  Floor  Premises
          aforesaid,  the Tenant shall meet with the Landlord's building manager
          and execute a letter accepting responsibility for any damage, save and
          except reasonable wear and tear, to the 5th Floor Premises;

     (ii) such  occupancy  shall be  temporary  only and shall only be permitted
          until such time as the 6th Floor  Premises are ready for  occupancy by
          the  Tenant  once the  Tenant  has  undertaken  all the work  which it
          desires to undertake at the 6th Floor Premises;  the Tenant shall also
          be  permitted  interim  occupancy  of the 5th Floor  Premises  for the
          purposes of demolishing existing leasehold  improvements and fixturing
          the 5th Floor  Premises  which it shall be permitted to do (subject to
          the  terms  and  provisions  herein  contained)  from  the  1st day of
          October, 1997, provided that it is not then in default pursuant to the
          provisions of this Lease;

     (iii)during the period of time that the Tenant is  occupying  the 5th Floor
          Premises pursuant to paragraph  9(a)(ii) above,  until it vacates same
          once the 6th Floor Premises are ready for occupancy,  the Tenant shall
          pay  its  Proportionate  Share  for  the  5th  Floor  Premises  of the
          Operating  Costs  attributable  to Building A and the Common Areas and
          Facilities  and its  Complex  Proportionate  Share  for the 5th  Floor
          Premises of the  Operating  Costs  attributable  to the Shared  Common
          Areas and  Facilities,  plus taxes as referred to in the provisions of
          Section 5 of this Lease (as  supplemented by the provisions of page 3C
          of this Lease) plus the  management  fee referred to in the provisions
          of Section 6(c) of this Lease. Such amount shall be payable monthly on
          the first day of each and every month  during the period  within which
          such payments are applicable and the provisions of Sections 5 and 6 of
          the Lease shall apply thereto, mutatis mutandis;  provided that in the
          event that the  Tenant has not  completed  all  improvements  which it
          desires to make to the 6th Floor  Premises  as at the 1st day of July,
          1996 and is  accordingly  not in a  position  to occupy  the 6th Floor
          Premises  for the  purposes of carrying on business  therein as at the
          1st day of July, 1996, from and after the 1st day of July, 1996, until
          it vacates  the 5th Floor  Premises  once the 6th Floor  Premises  are
          ready for  occupancy,  the Tenant  shall pay for hydro costs only with
          respect to the 5th Floor Premises,  during such period (which shall be
          in addition to the payments  required  pursuant to paragraph  9(a)(iv)
          below);

     (iv) the Tenant shall be responsible to pay to the Landlord, whether or not
          it is occupying  the same,  an amount per square foot per annum of the
          Rentable Area of the 5th Floor Premises, at the following rates:

          (1)  from the 1st day of July,  1996,  (whether  or not the Tenant has
               taken  occupancy),  to and including the 30th day of June,  1997,
               the sum of $3.00 per square foot of the Rentable  Area of the 5th
               Floor Premises per annum;

          (2)  from the 1st day of July,  1997 to and  including the 30th day of
               September,  1997,  the sum of $6.00 per square  foot of  Rentable
               Area of the 5th Floor Premises per annum;

          (3)  from the 1st day of October,  1997 to and  including the 30th day
               of November, 1997, the sum of $9.00 per square foot Rentable Area
               of the 5th Floor Premises per annum.

The said amounts shall be payable in equal consecutive  monthly instalments each
due in  advance  on the 1st day of each  and  every  month  during  the  periods
hereinbefore provided;

     (v)  each time prior to taking  occupancy  of the 5th Floor  Premises,  the
          Tenant  shall have  provided  evidence  of  appropriate  and  adequate
          insurance in respect thereof;

     (vi) during the occupancy by the Tenant of the 5th Floor  Premises prior to
          the commencement of the term therefor, the terms and provisions,  save
          and except for the payment of Basic Rent and Additional Rent, (subject
          however to paragraph  9(a)(iii) and (iv) above), and all covenants and
          obligations  of the Tenant to be performed  during the Term under this
          Lease, for the 6th Floor Premises, shall apply mutatis mutandis;

     (vii)prior  to  the  Tenant  undertaking  any  work  which  it  desires  to
          undertake at the 5th Floor  Premises,  the Tenant shall have  complied
          with the provisions of Section 8(m) of the Lease,  shall have provided
          evidence of appropriate and adequate  insurance in connection with its
          undertaking demolition or improvements to the 5th Floor Premises prior
          to undertaking  such work and all provisions of paragraph 7(a) and (c)
          of this Schedule "C" shall apply, mutatis mutandis.

(b) On the earlier of the 1st day of December,  1997 and the date upon which the
Tenant  has  fixtured  the 5th Floor  Premises  so that the  Tenant can carry on
business at any part of the 5th Floor Premises, the commencement of the term for
the 5th Floor Premises shall be deemed to have occurred, with Basic Rent payable
therefor in accordance with the schedule of rental rates set forth on page 2A of
this  Lease,  and in  addition,  the  Tenant  from and after  such date shall be
responsible  to pay all  Additional  Rent in respect of the 5th Floor  Premises,
instead of the rent payable provided for in the provisions of paragraph 9(a)(ii)
above.

10.      CONDITION OF PREMISES

The  Tenant  shall  inspect  the 6th Floor  Premises  prior to  undertaking  any
demolition or work thereto,  and the 5th Floor  Premises at the same time as the
inspection for the 6th Floor Premises is being  undertaken,  as well as prior to
undertaking any demolition or work to the 5th Floor  Premises,  for the purposes
of satisfying  itself that the base building systems servicing them, are in good
condition and repair.  The Tenant and the Landlord  shall decide on a deficiency
list for such base  building  systems,  if any, each acting  reasonably  and the
Landlord shall rectify any agreed to deficiencies for such base building systems
for the 6th Floor  Premises and for the 5th Floor  Premises  prior to the Tenant
taking possession December 1, 1997.

11.      PARKING

The Tenant  shall be  entitled to use the  underground  parking  area  servicing
Building  A free of charge  other  than the cost of cards and what is  otherwise
provided  for  below,  for the term of this  Lease  including  any  renewals  or
extensions  thereof  at the rate of three  point  five  (3.5) cars for every one
thousand (1,000) square feet of the Premises.  In the event that the Landlord at
any time  during the Term or any  renewals  or  extensions  changes  the current
nature of the entire parking areas servicing  Building A, or any other buildings
or improvements  constructed on the Lands,  being unreserved and free of charge,
to be reserved,  the Landlord shall give sufficient  notice to the Tenant of its
intent so to do and the Tenant shall have the right to its  proportionate  share
of reserved  parking  spaces  based on three point five (3.5) cars for every one
thousand  (1,000) square feet of the Premises,  the location of reserved parking
to be as designated by the Landlord.

The Tenant  shall  further be entitled to use an  additional  fifty (50) parking
spaces within the parking areas for the Complex at no charge other than the cost
of cards  referred to below on an unreserved  basis  throughout  the term of the
Lease (excluding renewals or extensions).

Parking for all spaces  including the aforesaid  fifty (50) parking spaces shall
be afforded by access parking cards at a charge of $15.00 per card.

The rights of the Tenant to 3.5 cars for every one thousand  (1,000) square feet
of the  Premises  shall  only apply  with  respect to that part of the  Premises
constituting the 5th Floor Premises when the term therefor has commenced.

The  provisions  of  paragraph 13 of the Lease except with respect to charges of
fees,  shall  apply to the  parking  arrangement  in this  paragraph  11 of this
Schedule "C".

12.      BUILDING ACCESS

Except in cases of  emergency,  the  Landlord  agrees to provide the Tenant with
access  to  Building  A on a 24 hour  basis 7 days a week to the  main  lobbies,
stairs and  entrances as well as parking lots and all  elevators  that have card
access.  The Landlord  agrees that the existing  security  (card  access) or the
equivalent  will be made  available  to the Tenant  throughout  the Term of this
Lease and that there will be no access to the  Premises  other than through card
access in the elevators or stairs.

The Tenant agrees to be mindful of building security when accessing the building
after hours including  ensuring that doors are not left open  unnecessarily  and
that the Tenant will not  interfere  with  maintenance  workers or snow clearing
contractors.

13.      NO RESTORATION ON EXPIRY

Notwithstanding the provisions requiring same in the Lease, the Tenant shall not
be required  upon  termination  of the term of this Lease  herein to restore the
Premises to the  original  condition  in which they were in prior to this Lease,
unless the Tenant has installed  improvements or alterations in contravention of
the provisions of paragraph 8(m) of the Lease.

14.      RIGHT OF FIRST REFUSAL TO LEASE ON FOURTH FLOOR

Provided that the Tenant is not then in breach of this Lease,  and provided that
the Tenant has not exercised its termination  right contained in paragraph 15 of
this  Schedule  "C",  the Tenant  shall have the right of first  refusal for any
offer to lease in  respect  of any  space on the 4th  floor of  Building  A that
becomes  available from time to time and at all times during the initial Term of
this Lease,  subject to the terms and  conditions  of this  paragraph 14. In the
event that the Landlord  receives a bona fide offer to lease any of the space in
the 4th floor of  Building A which the  Landlord  is  prepared  to  accept,  the
Landlord  shall  notify  and offer the space to the Tenant on the same terms and
conditions  as  contained  in said offer.  The Tenant  shall have 48 hours after
notification  from the Landlord to exercise its right of first refusal and lease
the space on the same terms and  conditions  as contained in the offer,  failing
which, the Landlord may lease such space to the third party.

It is  acknowledged  and agreed  that the right of the Tenant  contained  herein
shall not apply in respect of any extension of term or other  arrangements  made
by the existing  tenant of the 4th floor of Building A and the Landlord shall be
free to deal with said existing  tenant,  free from any obligations  pursuant to
the provisions of this paragraph 14 of this Schedule "C".

The parties further agree that  notwithstanding  the terms and provisions of the
bona fide offer to lease, the lease for any space taken by the Tenant on the 4th
floor of  Building  A  pursuant  to this right of first  refusal  shall  contain
provisions similar to those provided for in paragraph 20 of this Schedule "C" as
the same relates to the commission  payable to CB Commercial in respect of space
taken on the 4th floor of Building A.

In  addition,  regardless  of the  terms of the bona fide  offer to  lease,  the
Landlord  agrees  that the  Tenant  shall  have the  right to use the  leasehold
improvements  at the space to be rented on the 4th Floor of Building A,  subject
to any tenant's rights to remove the same.

In the event that the Tenant  exercises  its right of first refusal as contained
in the  provisions of this paragraph 14 of this Schedule "C", the premises to be
leased by the Tenant  pursuant  thereto  shall be herein  called the  "Expansion
Premises".

The lease  termination  rights,  the option to extend the Term,  parking and any
other  provisions  referring  to the  Premises  herein,  shall  not apply to the
Expansion  Premises,  but subject to the third paragraph of this paragraph 14 in
respect of the  increase in the basic  rent,  the bona fide offer to lease shall
govern all the terms and  provisions  of the lease  between the Landlord and the
Tenant with respect to space on the 4th floor of Building A.

15.      LEASE TERMINATION

Notwithstanding  anything  contained  in this Lease to the contrary and provided
Saville  Systems  Canada,  Ltd. is itself carrying on business in the entire 6th
Floor Premises and the 5th Floor Premises,  and provided  further that it is not
then in default of this Lease, the Tenant shall have the right to terminate this
Lease as of the 31st day of March,  2001,  2002, 2003 or 2004,  provided that in
order for the Tenant's  right  pursuant to this  paragraph 15 to terminate  this
Lease to be validly exercised and to be effective:

(a) The Tenant must give to the Landlord at least six (6) months  prior  written
notice of its election to terminate  this Lease  pursuant to the  provisions  of
this paragraph 15.

(b) Any time after such  notice,  the Tenant shall have the right to continue to
occupy the 6th Floor Premises and the 5th Floor Premises under the terms of this
Lease,  or the  Tenant  may vacate the said  Premises  and pay the  Landlord  by
certified  funds a lump sum equal to the gross rent (Basic  Rent and  Additional
Rent remaining during said notice period), following which the Landlord shall be
free to lease the space to another  party;  said payment is separate from and in
addition to the Termination Payment referred to below.

(c) In  consideration  of the  Tenant's  right  of  termination  aforesaid,  the
Landlord  shall receive from the Tenant and the Tenant shall pay to the Landlord
by certified funds at least sixty (60) days prior to the  termination  date (but
in no event  shall the Tenant be entitled  to vacate the  Premises  until it has
made all payments  payable  pursuant to the  provisions of this paragraph 15), a
termination payment as set out below:

Termination Date

March 31, 2001

Termination Payment

12 months  Basic  Rent at the rate of $11.60 per sq.ft of  Rentable  Area of the
Premises per annum (subject to reduction if paragraph 5(g)(iii) or (iv) applies)
plus 12 months of  Additional  Rent that would be payable for the period the 1st
day of April, 2001 to and including the 31st day of March, 2002, as estimated by
the Landlord

Termination Date

March 31, 2002

Termination Payment

10 months  Basic Rent at the rate of $11.60 per sq.ft.  of Rentable  Area of the
Premises (subject to reduction if paragraph 5(g)(iii) or (iv) applies) per annum
plus 10 months of  Additional  Rent that would be payable for the period the 1st
day of April, 2002 to 31st day of January, 2003, as estimated by the Landlord

Termination Date

March 31, 2003

Termination Payment

8 months  Basic Rent at the rate of $11.60 per sq.ft.  of  Rentable  Area of the
Premises per annum (subject to reduction if paragraph 5(g)(iii) or (iv) applies)
plus 8 months of  Additional  Rent that would be payable  for the period the 1st
day of April, 2003 to 30th day of November, 2003, as estimated by the Landlord

Termination Date

March 31, 2004

Termination Payment

6 months  Basic Rent at the rate of $11.60 per sq.ft.  of  Rentable  Area of the
Premises per annum plus  (subject to  reduction  if paragraph  5(g)(iii) or (iv)
applies) 6 months of  Additional  Rent that would be payable  for the period the
1st day of April,  2004 to 30th day of  September,  2004,  as  estimated  by the
Landlord

The  termination  rights in this  paragraph 15 shall not apply to the  Expansion
Premises but only to the 5th Floor Premises and the 6th Floor Premises.

16.      OPTION TO EXTEND LEASE TERM

Provided  Saville Systems  Canada,  Ltd. is itself in occupancy of the 6th Floor
Premises  and the 5th Floor  Premises  and is then not in default of this Lease,
the Tenant shall be entitled to extend the term of this Lease for all of the 6th
Floor  Premises  and the 5th Floor  Premises  for a further  term of five  years
immediately  following  upon the  expiration  of the  initial  Lease  term which
expires on the 30th day of June, 2005, upon the same terms and conditions as are
set forth in this Lease, except for:

(a)  There shall be no further options to extend or renew.

(b)  There shall be no leasehold  improvement  allowance,  tenant  inducement or
     Landlord's work required whatsoever.

(c)  There shall be no fixturing periods.

(d)  There shall be no Basic Rent free or Additional Rent free periods.

(e)  The  Premises  shall be  rentable  on an "as is "/" where is" basis with no
     obligation  of the Landlord to undertake  any work thereto or to Building A
     or any part thereof.

(f)  The right of first  refusal in paragraph 14 of this  Schedule "C" shall not
     apply.

(g)  The Basic Rent for the  Premises  during the  Extension  Period shall be an
     annual rate  equivalent to the prevailing  fair market rate for tenants for
     comparable premises in comparable buildings,  such amount to be agreed upon
     between the Landlord and the Tenant not less than ninety (90) days prior to
     the expiry date of the initial term,  failing which, the rate for the Basic
     Rent due during the Extension  Period shall be  determined  by  arbitration
     pursuant  to the  provisions  of the  Arbitration  Act  of  Ontario  or any
     successor  legislation.  In the event  that the rate of Basic  Rent has not
     been determined prior to commencement of the Extension Period,  the rate of
     Basic Rent  payable in the last month prior to expiry of the  initial  term
     shall be payable monthly until a decision is reached,  after which the rent
     shall be  retroactively  adjusted in  accordance  with the  decision of the
     arbitration.

(h)  The  provisions of paragraph 11 of this Schedule "C" that  specifically  do
     not apply to extensions or renewals.

In order to exercise the option to extend,  the Tenant shall give written notice
to the  Landlord  not more than twelve  (12)  months  prior but at least six (6)
months prior to the expiration of the initial term hereof,  failing  which,  the
option to extend as contained herein, shall be null and void.

17.      IDENTIFICATION

The Landlord shall provide the Tenant with one identification sign posted on the
ground floor lobby  directory  board of Building A at the Landlord's cost and on
the building  exterior pylon at the Tenant's  cost, in a location  determined by
the Landlord.

18.      OTHER SIGNAGE

Subject to the rights in favour of Digital,  its subtenants and its assignees to
have the exclusive right to exterior  signage on Building A, the exclusive right
to signage on the  mechanical  penthouse  on the top of Building A, the right to
have one interior sign located in the lobby of Building A near the elevator, and
the right to name Building A, and provided that Saville Systems Canada,  Ltd. is
the actual Tenant and is itself occupying at least two full floors of Building A
and/or is the largest  tenant in Building A and is itself in  possession  of and
conducting  its  business  from the whole of the 6th Floor  Premises and the 5th
Floor  Premises,  the  Tenant  shall  have the sole  right to  install a rooftop
corporate  sign (the "Sign") at the Tenant's sole expense,  to be located on and
affixed to Building A. Provided, however:

(a)  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  prior  written
approval thereto.

(b) The  Tenant  must  receive  written  approval  from  the  Landlord  prior to
installation of the Sign. As to the design of the sign, the Landlord will accept
a sign which has nothing  displayed on it other than the current  corporate logo
of the Tenant.

(c) The Sign shall in all respects be in full  compliance  with all existing and
any future governmental regulations and/or by-laws.

(d) All signs shall be consistent with a first class office building.

(e) The  Tenant  shall be  responsible  to obtain  and  maintain  all  necessary
approvals and permits in order to erect and maintain signs.

(f) The Tenant  shall  assume all related  costs of the signage and shall assume
any liability regarding the Sign identification to the complete discharge of the
Landlord.

(g) The Tenant shall pay all costs of removal of signage at  termination of this
Lease or  immediately  upon the Tenant  losing  its  special  signage  rights as
provided for in this paragraph 18.

(h) The  Tenant  shall be  responsible  to  maintain  and keep in good order and
repair all such  signage in keeping  with the  Complex as a  first-class  office
complex.

(i) The Tenant shall be responsible  for any damage caused by the removal of the
Sign.

(j) The Tenant shall be responsible  for all insurance costs for the signage and
shall provide proof to the Landlord forthwith upon request therefor.

The Tenant  acknowledges that presently Digital and its subtenants and assignees
have exclusive right to (a) exterior signage on Building A, (b) roof top signage
on the mechanical  penthouse on the top of Building A, and, (c) to name Building
A and in addition,  Digital and its  subtenants  and assignees have the right to
have one name on the outside  pylon sign  applicable to Building A and the right
to special lobby signage.

19.      SUBLETS AND ASSIGNMENTS

The parties  acknowledge that provided the Tenant is not in default,  the Tenant
shall have the right to assign or sublet the Premises  subject to the provisions
of Section 8(e) of the Lease and subject to the restrictions with respect to use
of the Premises as set out at paragraph 4(b) of this Schedule "C".

20.      LEASING COMMISSION

(a) The Landlord and Tenant agree that the Landlord  shall be responsible to pay
a commission relating to the consummation of the tenancy  contemplated herein to
CB Commercial  ("CB");  which commission payable will be equivalent to $5.40 per
square foot of Rentable Area of the 6th Floor  Premises and the sum of $4.50 per
square foot of Rentable Area of the 5th Floor Premises.  The Landlord and Tenant
agree that the Tenant  shall first  occupy the 6th Floor  Premises  and that the
Tenant shall occupy the 5th Floor Premises at a later date and in no event shall
the  Tenant  occupy  the 5th  Floor  Premises  later  than 17  months  after the
commencement  date of the Lease for the 6th Floor  Premises.  The commission for
the 6th Floor tenancy shall be due and payable to CB on the latest of:

     (i)  July 1, 1996;  

     (ii) execution of the Lease;  and 

     (iii) when the 6th Floor Premises is open for business by the Tenant.

The  commission  for the 5th Floor tenancy shall be due and payable to CB on the
later of:

     (i)  December 1, 1997; and

     (ii) when the 5th Floor Premises is open for business on a permanent  basis
          by the Tenant.

(b) In  addition  to Section 20 (a) above and as a  separate  agreement  to this
Lease which is hereby  incorporated  into this Lease,  the  Landlord  and Tenant
agree that in consideration of the payment of Ten Dollars ($10.00) by CB to each
of the Landlord and Tenant and for other good and valuable  consideration  given
by CB to each of the  Landlord  and the  Tenant,  the  receipt  and  sufficiency
whereof is  acknowledged  by each of the Landlord  and Tenant,  the Landlord and
Tenant agree that in the event the Landlord  shall fail to pay CB the commission
due to CB in  respect  of this  Lease as set out in  Section  20(a)  above,  and
provided  that  there is no valid  dispute  CB shall be  entitled  to notify the
Landlord that the commission payable to CB in respect of this Lease has not been
paid in full by the  Landlord and  specifying  the balance of  commission  still
outstanding  and unpaid to CB; and CB shall  further be  entitled  to direct the
Tenant by  written  direction,  that the  Tenant  shall pay to CB the Basic Rent
payable for each month of the term of the Lease on a continuous  basis until the
balance of the commission outstanding and payable to CB by the Landlord has been
paid in full. The Landlord and the Tenant agree to respect this direction and to
co-operate  in  making  the  monthly  Basic  Rental  payments  to CB  until  its
commission  has been  paid in  full.  This  direction  is  intended  to bind the
Landlord and the Tenant and their successors,  heirs and assigns. Nothing herein
shall  obligate  the Tenant to be liable to pay any  amounts the effect of which
will require  payments in excess of any amounts  payable  under this Lease.  The
Tenant shall  provide an accounting to the Landlord as to amounts it has paid to
CB.

21.      SET OFFS

Except for the  provisions of paragraph  2(c),  6(b) and 20 of this Section "C",
the Tenant shall pay all Basic Rent,  Additional  Rent and all other amounts due
and payable hereunder,  without any right of set off, deductions, or defalcation
whatsoever.

22.      LANDLORD'S RIGHT OF ENTRY

Landlord's  right of entry and Section 8(j) and 13 of the Lease shall be subject
to reasonable  notice, and work done thereunder (except emergency work) shall be
upon reasonable notice, having regard to the circumstances.

23.      UNAVOIDABLE DELAY

The relief for unavoidable  delay in Section 15 of the Lease shall apply equally
to the  Landlord and the Tenant,  provided  that  unavoidable  delay shall in no
event relieve the Tenant from its  obligation to pay all Basic Rent,  Additional
Rent and any other monies payable to the Landlord hereunder.

24.      INSTALMENT OF TAXES

For  greater  clarity  the  requirement  in  Section  5(c) of the  Lease  to pay
instalments  of 1/9th of annual taxes shall be limited to nine such  instalments
per year.

25.      NON-DISTURBANCE AGREEMENT

The Tenant shall not be required to execute any postponement or subordination to
a mortgagee  pursuant to Section 27 of the Lease unless and until the Tenant has
received a Non-Disturbance Agreement from such mortgagee or assurances that such
Non-Disturbance  Agreement shall be delivered  forthwith.  In the event that the
Tenant shall be required to postpone or subordinate  to a mortgagee  pursuant to
Section 27 of the Lease,  the Landlord agrees to use best efforts to provide the
Tenant with a Non-Disturbance Agreement from such mortgagee.

26.      RIGHT OF RE-ENTRY RE BREACH

The  Landlord's  right of  re-entry  for any  breach of the  Tenant  other  than
nonpayment  of rent shall be preceded by five days written  notice to the Tenant
of the default  claimed in respect of which the Landlord  seeks to use its right
of re-entry.

27.      LANDLORD'S RIGHT AND REMEDIES

Upon default of the  performance  of any of the  obligations of the Tenant under
the Lease, the Landlord shall have the following rights and remedies:

(a)  Subject  to the  provisions  of  paragraph  26 of this  Schedule  "C",  the
immediate  right of re-entry  upon the Premises to repossess  the same and enjoy
them as of its  former  state and the Tenant  hereby  consents  to the  Landlord
expelling  all persons and removing all property at the said  Premises  from the
said  Premises  and such  property may be removed and sold or disposed of by the
Landlord by public auction or otherwise and either in bulk or by individual item
as the Landlord in its sole  discretion  may decide or may be stored in a public
warehouse or elsewhere at the cost and for the account of the Tenant all without
service of notice or resort to legal  process  and without  the  Landlord  being
considered  guilty of trespass or becoming  liable for any loss or damage  which
may be occasioned thereby or for any claim for damages.  Such re-entry shall not
be deemed to constitute a termination of the Lease unless the Landlord expressly
in writing terminates the Lease;

(b) The  Landlord,  in addition  to all of the  rights,  shall have the right to
enter the  Premises  as the agent of the  Tenant  either by force or  otherwise,
without being liable for any prosecution therefor and to relet the said Premises
as the agent of the Tenant and to receive the rent  therefor and as the agent of
the Tenant to take  possession  of any  furniture or other  property on the said
Premises and to sell the same at a public or a private  sale without  notice and
to apply the proceeds of such sale and any rent derived from  reletting the said
Premises upon account of the rent under the Lease and the Tenant shall be liable
to the Landlord for the deficiency,  if any, for the remainder of the term as if
such  re-entry  had not been made  unless  the  actual  amount  received  by the
Landlord  after such  re-entry  in respect of any  reletting  applicable  to the
remainder  of the term.  The Tenant  shall also  reimburse  the Landlord for all
reasonable  legal and other  costs  incurred  as a result of such  re-entry  and
reletting.  No such  re-entry or taking  possession  of the said Premises by the
Landlord  shall be construed  as an election on its part to terminate  the Lease
unless  the  written  notice  of such  intention  is given to the  Tenant by the
Landlord.  Notwithstanding any such reletting without termination,  the Landlord
may at any time thereafter elect to terminate the Lease as a result of default;

(c) The  Landlord,  in  addition  to all other  rights,  shall have the right to
determine  forthwith  this Lease and the term by leaving upon the said  Premises
notice in writing of its  intention  so to do and the Tenant  shall  immediately
deliver up possession of the said Premises to the Landlord, and the Landlord may
re-enter and take possession of the same. If the Landlord at any time terminates
the Lease for any default, in addition to any other remedies it may have, it may
recover from the Tenant all damages it incurs by reason of such breach including
without  limitation the cost of recovering the said Premises,  solicitor's  fees
(on a solicitor  and his client  basis) and  including  the worth at the time of
such termination of the excess, if any, of the amount of Basic Rent,  Additional
Rent and other  charges  payable  under the Lease  required to be paid  pursuant
thereto and hereto for the remainder of the term over the then reasonable rental
value of the said  Premises for the  remainder of the term,  all of which amount
shall be immediately due and payable by the Tenant to the Landlord.

28.      REMEDIES GENERALLY

Mention in this Lease of any particular remedy of the Landlord in respect of the
default by the Tenant  does not exclude the  Landlord  from any other  remedy in
respect thereof whether available at law or at equity or by statute or expressly
provided for in this Lease.  No remedy shall be exclusive or dependant  upon any
other remedy and the Landlord may from time to time exercise one or more of such
remedies independently or in combination, such remedies being cumulative and not
alternative.

Whenever  the  Tenant  seeks a remedy  in order to  enforce  the  observance  or
performance  of one of the terms,  covenants  and  conditions  contained in this
Lease an the part of the Landlord to be observed or performed, the Tenant's only
remedy shall be for such damages as the Tenant shall be able to prove in a court
of  competent  jurisdiction  that it has  suffered  as a result of a breach  (if
established)  by the Landlord in the  observance  or  performance  of any of the
terms,  covenants or conditions  contained herein on the part of the Landlord to
be observed  and  performed,  except  where the Lease  provides  the  Landlord's
consent or approval is not to be unreasonably withheld, the Tenant's sole remedy
if the Landlord unreasonably  withholds consent or approval,  shall be an action
for a specific performance and the Landlord shall not be liable for any damages.

29.      TENANT'S LETTER OF CREDIT

Prior to the Tenant  being  permitted  access to the 6th Floor  Premises for the
purposes of demolition or undertaking  leasehold  improvements  at the 6th Floor
Premises,  the Tenant  shall  provide to the Landlord an  irrevocable  letter of
credit in favour of the Landlord issued by a Schedule 1 Canadian  chartered bank
in the principal amount of $225,000, which letter of credit shall be in form and
substance  satisfactory to the Landlord,  acting  reasonably,  provided that the
letter of credit shall contain at least the following provisions:

(a) The  letter of  credit  shall be fully  transferable  or  assignable  by the
Landlord  without  consent of the issuer bank (the  Landlord  and such  assignee
being herein for the purposes of this Section 29 be called the "Landlord").

(b) The issuer  bank will  honour  demand for payment  made  thereunder  without
inquiry  as to whether  the  Landlord  has the right as  between  itself and the
customer  on whose  behalf the issuer  bank has issued the letter of credit,  to
make such demand and without recognizing any claim of said customer.

(c) Monies may be payable  under the  letter of credit  upon  presentation  of a
certificate  signed  by the  Landlord  that  the  Tenant  is in  default  of its
obligations  under this Lease which  default has  continued for a period of five
days after written notice of default from the Landlord to the Tenant;

(d) The letter of credit shall either have a term  expiring no earlier than June
30, 1998,  or, shall contain an  "evergreen"  clause which will provide that the
letter of credit will be deemed to be automatically extended and renewed for one
year and thereafter from year to year from the present or any future  expiration
date unless thirty days prior to any such expiration date or extended expiration
date,  the issuer bank  notifies  the  Landlord in writing that it elects not to
consider the letter of credit renewed for such additional period, in which case,
the letter of credit  shall  provide  that upon  receipt by the Landlord of such
notice,  the  Landlord  may draw  fully  upon the letter of credit by means of a
demand  only  and  without  the  necessity  of the  certificate  referred  to as
aforesaid.

The said  letter of credit  shall be  returned  forthwith  after the expiry date
thereof.

30.      NOTICE

Notice  hereunder may also be given by facsimile  transmission to such telephone
number or  telefacsimile  number as the party may have designated in writing for
the  purpose of notice  and shall be deemed  received  at the time of  confirmed
transmission  during normal business hours and on the next ensuing  business day
if sent on a Saturday, Sunday or statutory holiday.

31.      CONFLICT

To the extent that there is any conflict between the provisions of this Schedule
"C" and the printed lease form, (as the same may be amended),  the provisions of
this Schedule "C" shall prevail.


<PAGE>



                                  SCHEDULE "D"

                                 COMPETITOR LIST

IBM
HP
Sun Microsystems
SGI (Silicon Graphics)
AST
Compaq
Patriot
Computer Vision
Intergraph
Bay Networks


<PAGE>



                                  SCHEDULE "D"


This  Indenture  made the 25th day of November  1994 IN  PURSUANCE  OF THE SHORT
FORMS OF LEASES ACT

BETWEEN: ORFUS INVESTMENTS, a partnership registered
                  under The Partnership Registration Act of
                  Ontario,


         hereinafter called the "Landlord",
                  OF THE FIRST PART,
         and
                  SAVILLE SYSTEMS CANADA LTD.

         hereinafter called the "Tenant",
                  OF THE SECOND PART,



Premises

1.  WITNESSETH  that in  consideration  of the rents,  covenants and  agreements
hereinafter  reserved  and  contained  on the  part of the  Tenant  to be  paid,
observed and  performed,  the Landlord does demise and lease unto the Tenant the
Premises (the "Premises") on the 6th floor of the building at 625 Cochrane Drive
Markham,  Ontario and is the building  erected or being erected  (whichever  the
case may be) on the lands described in Schedule A hereto  annexed,  the Premises
being shown as  outlined  in red on the floor plan hereto  annexed as Schedule B
and being exclusive of any part of the exterior face of the building. The usable
area of the Premises is  approximately  15,861 square feet and the Rentable Area
of the Premises is approximately 16,675 square feet.

Definitions

2. For the Purposes of this Lease:

(a) "Additional Rent" means all amounts payable by the Tenant under the terms of
this Lease,  whether payable to the Landlord or otherwise,  over and above Basic
Rent.

(b) "Basic Rent" means those  amounts set out as Basic Rent in section 4 of this
Lease.

(c) "Landlord's Architect" means a qualified architect, engineer or Ontario Land
Surveyor from time to time chosen by the Landlord.

(d) "Lease" means this Lease and any alterations  from time to time made to this
Lease in accordance with the provisions herein set out.

(e)  "Normal  Business  Hours"  means  7:00  a.m.  to 7:00 p.m.  Monday  through
Friday(but  excluding  Saturdays,  Sundays and  holidays),  as such hours may be
varied by the Landlord from time to time.

(f)  "Operating  Costs" means the  aggregate  of all costs,  expenses or amounts
incurred,  whether  by the  Landlord  or others on  behalf of the  Landlord,  in
connection with the complete  maintenance,  operation,  management and repair of
the lands & building  and all  components  thereof and all  improvements  of the
Landlord  thereon or therein  including,  without  limiting  the  foregoing  and
without duplication:  the costs of any heating, ventilating and air conditioning
or  other  equipment  and  fuel,  energy  and  other  costs of  providing  heat,
ventilating and air  conditioning,  all expenditures  made by the Landlord in an
effort to promote energy  conservation as set out in section 8(x) of this Lease;
the cost of operating and maintaining  elevators;  the cost of providing hot and
cold water;  depreciation  (in  accordance  with generally  accepted  accounting
principles from time to time) of all capital and maintenance  equipment which by
its nature requires periodic replacement including all heating,  ventilating and
air  conditioning  equipment,  the cost of  electricity  including  lighting not
otherwise  charged to tenants,  the cost of snow,  ice and refuse  clearance and
removal;   landscape  maintenance  and  window  cleaning;  the  capital  tax  as
hereinafter  defined, the cost of all insurance including "all risks" (including
flood and earthquake),  boiler and machinery, liability and other casualties and
loss of rental income  insurance;  accounting  costs incurred in connection with
preparation  of  statements  and  opinions  for  tenants;  the cost of providing
security  services,  the cost of consultants,  retained with intent of saving or
reducing costs, the cost of all rental  equipment and building  supplies used by
the Landlord for all such operations and  maintenance or any other purpose;  the
cost of providing and operating the management  office in the Building;  amounts
paid on service contracts;  the amount of all salaries,  wages and benefits paid
to or on  behalf of  persons  engaged  in  cleaning,  supervision,  maintenance,
operation,  management,  and repair,  any business taxes which may be imposed on
the Landlord by reason of its  operation of the building or parts  thereof;  and
management fees or charges of managing agents or Landlord's  reasonable  charges
in lieu thereof if the Landlord undertakes management of the Building.

In computing  Operating Costs there shall be credited as a deduction the amounts
of proceeds of insurance  relating to Insured  Damage and other damage  actually
recovered  by the  Landlord  (or if the  Landlord  is deemed to  self-insure,  a
corresponding application of reserves) applicable to the damage.

Any  report  of the  Landlord's  auditor  or other  licensed  public  accountant
appointed by the Landlord for the purpose  shall be  conclusive as to the amount
of Operating Cost for any period to which such report relates.

If less than ninety-seven  (97%) percent of the Building is occupied by Tenants,
then the amount of such  Operating  Costs shall be deemed to be  increased to an
amount equal to the amount of Operating Costs which would have been incurred had
ninety-seven  (97%) per cent of the Building been occupied by tenants throughout
the entire period for which Operating Costs are being calculated.

Operating  Costs  shall not  include  interest  on  Landlord's  debt or  capital
retirement of debt or amounts directly  chargeable to capital  account,  save as
otherwise herein provided for.

(g) "Capital  Tax" means the tax or excise  imposed  upon the Landlord  which is
measured  by or  based in whole or in part  upon  the  capital  employed  by the
Landlord as at the date of the  substantial  completion of  construction  of the
Building,  imputed  as if the  amount  of such tax were that  amount  due if the
Building  were the only real property of the Landlord and includes the amount of
any  capital or place of business  tax levied by the  provincial  government  or
other  applicable  taxing  authority  against the  Landlord  with respect to the
Building.

(h)  "Proportionate  Share"  means that  fraction  having as its  numerator  the
Rentable Area of the Premises,  and having as its  denominator the Rentable Area
of the Building.

(i) "Rentable Area of the Building" means the total of the Rentable Areas of all
Premises  leased or set aside from time to time by the  Landlord  for leasing in
the Building,  and shall include the areas of all  corridors,  lobbies and other
areas from time to time set aside by the  Landlord  for common use on all floors
of the  Building,  and  those  common  areas at the  ground  levels  of the said
building  from  time to time set aside by the  Landlord  for  common  use by all
tenants of the said building  including  entrance  lobbies,  and corridor areas,
such areas being as certified from time to time by the Landlord's Architect.

(j) "Rentable Area of the Premises" means the area of the Premises  expressed in
square  feet or  square  meters  in a  certificate  prepared  by the  Landlord's
Architect,  which  certificate shall be conclusive and binding subject as herein
provided and shall be delivered  to the Tenant on or after the  commencement  of
the Term,  at which time any  adjustment  to the area that is  required  thereby
shall be made.

The Rentable Area of the Premises shall be measured and determined as follows:

     1.   (a) In the case of Premises  occupying a whole floor the Rentable Area
          of the Premises  shall be determined  by measuring  from the centre of
          the  office  glass  line of the outer  building  walls,  but shall not
          include  stairs,  elevator  shafts,  stacks,  pipe shafts and vertical
          ducts with their enclosing walls.  Washrooms,  air conditioning rooms,
          fan  rooms,  janitors'  closets  and  electrical  closets  within  and
          exclusively or primarily  serving only that floor shall be included in
          the Rentable  Area of the Premises.  No  deductions  shall be made for
          columns and projections necessary to the Building.

     (b)  In the case of Premises occupying part of a floor the Rentable Area of
          the Premises shall be determined by measuring from and to whichever of
          the following form the  boundaries of the Premises:  the centre of the
          office  glass  line  of  the  outer  building  walls,  the  centre  of
          partitions  which  separate the Premises  from  adjoining  premises or
          public and/or service areas;  and the office side of corridor walls or
          other  permanent  partitions.  There shall be included in the Rentable
          Area of the  Premises  a portion of the public  and/or  service  areas
          which without  limitation shall include  corridors,  elevator lobbies,
          washrooms,  air conditioning  equipment  rooms,  fan rooms,  janitors'
          closets and  electrical  closets  within and  exclusively or primarily
          serving only that floor. The portion of the said public and/or service
          areas so included  shall be that portion  which the usable area of the
          Premises bears to the usable area of all premises  leased or set aside
          from time to time for leasing by the Landlord on that floor (including
          the Premises). No deductions shall be made for columns and projections
          necessary to the Building.

(k) "Basic Rent  Adjustment"  the basic rent herein set forth was  calculated on
basis of the  rentable  area as defined in  paragraph  2(j) being 16,675 sq. ft.
(usable area of the  Premises  15,861 sq. ft. plus portion of public and service
areas 814 sq. ft = 16,675 sq.  ft.) at the basic rent of $ (See Page 2A )per sq.
ft.

(1) "Rules and Regulations"  means those Rules and Regulations  attached to this
Lease,  and any  additional  Rules  and  Regulations  made  from time to time in
accordance with section 8(f) of this Lease.

(m) "Taxes" means all taxes, rates,  duties,  levies and assessments  whatsoever
whether municipal,  parliamentary or otherwise, levied, charged or assessed upon
the lands & building or upon any part or parts thereof and all  improvements now
or hereafter  erected or placed on the Lands, or charged against the Landlord on
account thereof,  including local improvement charges but excluding:  the amount
by which  separate  school  taxes (if any should be  payable)  exceed the amount
which would have been  payable for school  taxes if no  assessment  for separate
school taxes had been made but an  assessment  for public  school taxes had been
made and any taxes such as  corporate,  income,  profit and excess  profit taxes
assessed upon the income of the Landlord.  In addition to the  foregoing,  Taxes
shall include any and all taxes, charges, levies or assessments which may in the
future be levied,  charged or assessed in lieu  thereof or in addition  thereto.
Taxes shall also  include  all costs and  expenses  incurred by the  Landlord in
obtaining  or  attempting  to obtain a  reduction  or prevent an increase in the
amount of such Taxes.



<PAGE>



Page 2A

The basic  rent for the Lease  shall be based  upon the  gross  rentable  square
footage of 16,675 and the per square foot basic  rental  rates set out below for
the respective periods:

February 1, 1995 - January 31, 1997         $5.00 per sq.ft. per annum
February 1, 1997 - January 31, 1998         $6.00 per sq.ft. per annum
February 1, 1998 - January 31, 2000         $6.50 per sq.ft. per annum
February 1, 2000 - January 31, 2002         $7.00 per sq.ft. per annum
February 1, 2002 - January 31, 2003         $7.50 per sq.ft. per annum
February 1, 2003 - January 31, 2005         $8.00 per sq.ft. per annum


<PAGE>



(n)  "Term"  means  that Term set out in section 3 of this Lease or as such Term
may be altered,  extended or reduced in accordance  with the  provisions of this
Lease.

(o) "Year" means each calendar year or, at Lessor's option,  the Lessor's fiscal
year where such  reference is related to  calculation  of Additional  Rent,  the
whole or part, of which is included within the Term.

Term

3. To have and to hold the  Premises  for and  during the Term of ten (10) years
commencing on the first day of February 1995; and ending on the thirty-first day
of January 2005.

Basic Rent

4. Yielding and paying  therefor  yearly and every year during the Term unto the
Landlord  as  Basic  Rent  for the  Premises  without  set-offs,  deductions  or
defalcation whatsoever, the sum of (See page 3A) of lawful money of Canada to be
paid in equal monthly  instalments of (See page 3A) on the first day of each and
every  month  during  the  Term  to  the  Landlord  at the  address  hereinafter
designated or at such other place as the Landlord shall designate,  the first of
such  payments  to be made on the  first  day of  February,  1995.  If the  term
commences on any day other than the first or ends on any day other than the last
day of a month,  Basic Rent and Additional  Rent for the fractions of a month at
the  commencement and at the end of the Term shall be adjusted pro rata on a per
diem basis.

The Landlord  acknowledges  receipt of $ 46,148.06  representing  first and last
months rent plus GST ($19,329.11) plus estimated  additional rent  ($26,818.95).
The Tenant is hereby directed to make all payments to ORFUS INVESTMENTS.

Taxes

5. (a) The  tenant  covenants  to pay its taxes if  separately  assessed  or the
Tenants  proportionate  share of the Taxes,  herein called "Taxes",  during each
year of the Term, to the Landlord as Additional  Rent within (10) days following
receipt  by the  Tenant of  written  notice of the amount of such Taxes for such
Year,  notwithstanding  that the Year in question or the Term may have ended. If
after initial  determination  by the Landlord of the Taxes for a Year there is a
further  Tax  Increase  with  respect  to such  Year by  reason  of the issue of
supplemental  assessment  notices or taxes or both,  or a variation in the basis
upon  which the Taxes are  calculated,  or for any other  reason,  the  Landlord
shall,  as often as necessary,  recalculate  the Taxes for that Year, and if the
Taxes for that Year are greater than originally calculated, the Tenant covenants
to pay  any  excess  amount  to  the  Landlord  (together  with  the  originally
calculated amount of Taxes for that Year if not already paid) as Additional Rent
in the manner aforesaid.

(b) If the Taxes are increased by reason of any installations made in or upon or
any  alterations  made in or to the Premises by the Tenant or by the Landlord on
behalf of the Tenant, the Tenant shall pay the amount of such increase forthwith
to the Landlord upon receipt of notice thereof.  The Tenant shall also pay every
tax and license fee in respect of any business carried on upon the Premises.

(c) The  Landlord  shall be entitled  at any time or times in any Year,  upon at
least  fifteen  (15) days'  notice to the Tenant to require the Tenant to pay to
the Landlord monthly, on the date for payment of monthly rental instalments,  as
Additional  Rent, an amount equal to one ninth (1/9) of the amount  estimated by
the Landlord to be the amount of the Taxes for such Year.  The Landlord shall be
entitled  subsequently  during such Year, upon at least fifteen (15) days notice
to the Tenant, to revise its estimate of the amount of Tax Increase and the said
monthly instalment shall be revised accordingly. All amounts received under this
provision in any Year on account of the  estimated  amount of the Taxes shall be
applied in  reduction  of the actual  amount of the Taxes for such Year.  If the
amount  received  is less  than the  actual  Taxes,  the  Tenant  shall  pay any
deficiency to the Landlord as additional rent within fifteen (15) days following
receipt by the Tenant of notice of the amount of such deficiency.  If the amount
received is greater than the actual Taxes,  the Landlord shall either refund the
excess to the Tenant as soon as possible after the end of the Year in respect of
which such payments were made, or the Landlord's  option shall apply such excess
against any amounts owing or becoming due to the Landlord by the Tenant.

(d) If the Term of this Lease  commences or ends on any day other than the first
or last day,  respectively,  of a Year,  the Tenant shall be liable only for the
portion of the Taxes for such Year as falls with the Term,  determined  on a per
diem basis.

(e) The Taxes and all other payments referred to in subparagraph 5(b) above will
be paid and discharged by the Tenant as soon as they become due and payable, and
the Tenant will, upon the written request of the Landlord,  promptly  deliver to
the Landlord receipts evidencing such payment where applicable.

Operating Costs

6. (a) The  Tenant  covenants  to pay the  Tenant's  Proportionate  Share of the
Operating  Costs for the Year during each Year of the Term,  to the  Landlord as
Additional  Rent within  Fifteen  (15) days  following  receipt by the Tenant of
written  notice  of  the  amount  of  such   Operating   Costs  for  such  Year,
notwithstanding  that the Year in  question  or the  Term  may have  ended.  Any
amounts  payable  pursuant  to this  subparagraph  (a) shall be  determined  and
certified by the Landlord  following  the end of the Year for which such amounts
are payable. If only part of a Year is included within the Term, any such amount
payable shall be pro-rated  accordingly and shall be paid on the last day of the
Term.  Any balance  remaining  unpaid or any excess paid shall,  notwithstanding
such  termination,  be  adjusted  between  the  Landlord  and  Tenant  within  a
reasonable period thereafter.

(b) The  Landlord  shall be entitled  at any time or times in any Year,  upon at
least  fifteen ( 15) days'  notice to the Tenant to require the Tenant to pay to
the Landlord monthly, on the date for payment of monthly rental instalments,  as
Additional  Rent, an amount equal to one-twelfth  (1/12) of the amount estimated
by the  Landlord  to be the amount of the  Operating  Costs for such  Year.  The
Landlord shall be entitled  subsequently during such Year, upon at least fifteen
(15) days'  notice to the  Tenant,  to revise its  estimate of the amount of the
Operating Costs and the said monthly  instalment  shall be revised  accordingly.
All  amounts  received  under  this  provision  in any  Year on  account  of the
estimated  amount of Operating Costs shall be applied in reduction of the actual
amount of Operating  Costs for such Year, the Tenant shall pay any deficiency to
the Landlord as Additional  Rent within fifteen (15) days  following  receipt by
the Tenant of notice of the amount of such deficiency. If the amount received is
greater than the actual  Operating  Costs,  the Landlord shall either refund the
excess to the Tenant as soon as possible after the end of the Year in respect of
which such  payments were made, or at the  Landlord's  option,  shall apply such
excess against any amounts owing or becoming due to the Landlord by the Tenant.


<PAGE>



Page 3A

Paragraph 4.

The following paragraphs set out the rent for the Sixth Floor Space.

(a)  Yielding  and paying as Basic Rent  during the first two years of the Lease
term, commencing on the 1st day of February, 1995, to and including the 31st day
of January 1997, in each year, the sum of EIGHTY-THREE  THOUSAND,  THREE HUNDRED
AND SEVENTY-FIVE  ($83,375.00)  DOLLARS annually of lawful money of Canada to be
payable  in  equal  monthly  instalments  of  SIX  THOUSAND,  NINE  HUNDRED  AND
FORTY-SEVEN ($6,947.92) DOLLARS and NINETY-TWO CENTS each on the 1st day of each
every  month in each  and  every  year in cash or by  cheque  payable  at par at
Toronto (without deductions or defalcations of any kind).

(b) and  yielding  and paying as Basic  Rent  during the third year of the Lease
terms commencing on the 1st day of February, 1997, to and including the 31st day
of  January  1998,  the sum of ONE  HUNDRED  THOUSAND,  AND FIFTY  ($100,050.00)
DOLLARS  annually  of  lawful  money of Canada to be  payable  in equal  monthly
instalments  of EIGHT  THOUSAND,  THREE  HUNDRED  AND  THIRTY-SEVEN  ($8,337.50)
DOLLARS and FIFTY CENTS each on the 1st day of each every month in the said year
in  cash  or by  cheque  payable  at  par  at  Toronto  (without  deductions  or
defalcations of any kind).

(c) and  yielding  and paying as Basic Rent during the fourth and fifth years of
the Lease term,  commencing  on the 1st day of February,  1998, to and including
the 31st day of  January  2000,  in each year the sum of ONE  HUNDRED  AND EIGHT
THOUSAND,  THREE HUNDRED AND EIGHTY-SEVEN  ($108,387.50) DOLLARS and FIFTY CENTS
annually of lawful money of Canada to be payable in equal monthly instalments of
NINE THOUSAND,  AND THIRTY-TWO  ($9032.29) DOLLARS and TWENTY-NINE CENTS each on
the 1st day of each  every  month in each and  every  year in cash or by  cheque
payable at par at Toronto (without deductions or defalcations of any kind).

(d) and yielding and paying as Basic Rent during the sixth and seventh  years of
the Lease term,  commencing  on the 1st day of February,  2000, to and including
the 31st day of January  2002,  in each year the sum of ONE  HUNDRED AND SIXTEEN
THOUSAND, SEVEN HUNDRED AND TWENTY-FIVE ($116,725.00) DOLLARS annually of lawful
money of Canada to be payable in equal  monthly  instalments  of NINE  THOUSAND,
SEVEN HUNDRED AND TWENTY SEVEN  ($9,727.08)  DOLLARS and EIGHT CENTS each on the
1st day of each every month in each and every year in cash or by cheque  payable
at par at Toronto (without deductions or defalcations of any kind).

(e) and  yielding  and paying as Basic Rent  during the eighth year of the Lease
term.,  commencing  on the 1st day of February,  2002, to and including the 31st
day of  January  2003,  in each year,  the sum of ONE  HUNDRED  AND  TWENTY-FIVE
THOUSAND, AND SIXTY-TWO ($125,062.50) DOLLARS and FIFTY CENTS of lawful money of
Canada to be payable in equal monthly instalments of TEN THOUSAND,  FOUR HUNDRED
AND TWENTY ONE ($10,421.87)  DOLLARS and EIGHTY-SEVEN  CENTS each on the 1st day
of each and every month in the said year in cash or by cheque  payable at par at
Toronto (without deductions or defalcations of any kind).

(f) and  yielding  and paying as Basic Rent  during the ninth and tenth years of
the Lease term,  commencing  on the 1st day of February,  2003, to and including
the  31st  day of  January  2005,  in  each  year,  the sun of ONE  HUNDRED  AND
THIRTY-THREE THOUSAND, AND FOUR HUNDRED ($133,400.00) DOLLARS annually of lawful
money of Canada to be payable in equal monthly  instalments of ELEVEN  THOUSAND,
ONE HUNDRED AND SIXTEEN  ($11,116.67)  DOLLARS and SIXTY-SEVEN CENTS each on the
1st day of each every month in each and every year in cash or by cheque  payable
at par at Toronto (without deductions or defalcations of any kind).

In addition to the above rental,  Basic Rental for the Initial  Expansion  Space
(as defined in Schedule  'B') shall be payable in equal monthly  instalments  on
the first of each and every month of the lease term,  calculated  in  accordance
with the period rates as set out on page 2A above.



<PAGE>


Recovery of Adjustments

7. The Landlord (in addition to any other right or remedy of the Landlord) shall
have the same  rights and  remedies in the event of the default by the Tenant in
payment of any amounts  payable  pursuant to  paragraph 5 and 6 as the  Landlord
would have in the case of default in payment of rent.

Tenant's Covenants:

8. The Tenant covenants with the Landlord:

Pay Rent

a) to pay rent and the Tenant's proportionate share of Taxes and Operating Costs
and all other amounts  payable by the Tenant to the Landlord under this lease as
Additional Rent.

Utility Charges, Bulbs, etc. & Meters

b) (i) and to pay all  charges  for  telephone,  electric  current and all other
utilities  supplied to or used in connection with the Premises.  If there are no
separate  meters for measuring the  consumption  of such  utilities,  the Tenant
shall pay to the Landlord, in advance by monthly instalments as Additional Rent,
such amount as may be reasonably  estimated by the Landlord from time to time as
the cost of such utilities for the Premises. In the event of any dispute between
the Landlord and the Tenant as to the amount of such utility costs,  the opinion
of the Landlord's  Architect  shall be final and binding on the Landlord and the
Tenant.  The Tenant shall advise the  Landlord  forthwith of any  installations,
appliances  or business  machines  used by the Tenant and consuming or likely to
consume large amounts of electricity  or other  utilities and further on request
shall properly provide the Landlord with a list of all installations, appliances
and business  machines  used in the  Premises,  and the Landlord  shall have the
right to require the Tenant to install a separate meter at the Tenant's expense.

     (ii) The Tenant  covenants to pay for the cost of any metering which may be
          requested  by  the  Tenant  to be  installed  by the  Landlord  in the
          Building  for  the  purpose  of  determining  any  utility  (including
          electricity  and  water)  consumed  in the  Premises  or which  may be
          required by the  Landlord to measure  excess usage of  electricity  or
          water.

     (iii)The  Landlord  shall  have  the  exclusive  right  to  attend  to  any
          replacement  of  electric  light  bulbs,  tubes  and  ballasts  in the
          Premises throughout the Term and any renewal thereof. The Landlord may
          adopt a system of relamping and  reballasting  periodically on a group
          basis in accordance with good practice.

Maintain and Repair

(c) to repair,  maintain and keep the Premises in good and substantial repair as
a prudent  owner would do,  reasonable  wear and tear and damage by fire and any
other  peril  against  which the  Landlord  is  required  under this lease to be
insured,  and structural repairs only excepted,  and that the Landlord may enter
and view state of repair;  and that the Tenant  will repair in  accordance  with
notice in  writing,  reasonable  wear and tear and  damage by fire and any other
insured peril,  and structural  repairs only excepted;  and that the Tenant will
leave the Premises in good repair,  reasonable  wear and tear and damage by fire
and any other insured period and structural repairs only excepted; provided that
if the Tenant  neglects to so maintain or to make such  repairs  promptly  after
notice,  the  Landlord  may, at its  option,  do such  maintenance  or make such
repairs at the expense of the Tenant,  and in any and every such case the Tenant
covenants with the Landlord to pay to the Landlord  forthwith as Additional Rent
all sums which the  Landlord  may have  expended in doing such  maintenance  and
making such repairs;  provided further that the doing of such maintenance or the
making of any  repairs by the  Landlord  shall not  relieve  the Tenant from the
obligation to maintain and repair;

Repair Where Tenant At Fault

(d) if the Building,  including the Premises, the elevators,  boilers,  engines,
pipes and other  apparatus  (or any of them) used for the  purposes  of heating,
ventilating or air-conditioning  the Building or operating the elevators,  or if
the water pipes,  drainage  pipes,  electric  lighting or other equipment of the
Building  or the roof or  outside  walls of the  Building  get out of  repair or
become damaged or destroyed through the wilful act, negligence,  carelessness or
misuse of the Tenant, its servants,  agents,  employees,  or anyone permitted by
the Tenant to be in the  Building,  or through it or them in any way stopping up
or injuring the heating,  ventilating or air-conditioning apparatus,  elevators,
water pipes,  drainage pipes,  or other  equipment or part of the Building,  the
expense of the necessary repairs, replacements or alterations, shall be borne by
the Tenant who shall pay the same to the Landlord forthwith upon demand;

Assigning or Sub-Letting

(e) not to assign this Lease or sublet or franchise,  license, grant concessions
in, or otherwise  part with or share  possession  of the  Premises,  or any part
thereof,  without the prior  written  consent of the  Landlord;  at the time the
Tenant  requests  such  consent the Tenant shall  deliver to the  Landlord  such
information  in  writing  (the  "required  information")  as  the  Landlord  may
reasonably require, including a copy of the proposed offer or agreement, if any,
to assign or sublet or  otherwise,  the name,  address,  nature of business  and
evidence as to the  financial  strength of the proposed  assignee or  sub-tenant
upon receipt of such request and all required  information,  the Landlord  shall
have the right,  exercisable  within fourteen ( 14) days after such receipt,  to
terminate  this Lease if the request  relates to all of the  Premises or, if the
request  relates to a portion of the Premises  only, the Landlord shall have the
right to terminate  this Lease with respect to such portion and the rent payable
by the Tenant  under this Lease shall abate in the  proportion  that the area of
the portion of the Premises for which this Lease is terminated bears to the area
of the  Premises.  If the  Landlord  exercises  such  right,  the  Tenant  shall
surrender  possession of the Premises or such portion  thereof,  as the case may
be, not less than sixty (60) days and not more than ninety  (90) days  following
the Landlord's  notice or exercise of its right hereunder in accordance with all
the provisions of this Lease relating to the surrender. If the Landlord does not
exercise such right,  then the  Landlord's  prior  written  consent shall not be
delayed  or be  unreasonably  withheld.  In no event  shall  any  assignment  or
subletting  to which the  Landlord  has  consented  release  the Tenant from its
obligations  fully to perform all the terms,  conditions  and  covenants of this
Lease.  The Tenant shall pay on demand the Landlord's  reasonable costs incurred
in connection with the Tenant's request for such consent. The Landlord's consent
may be conditional upon the subtenant or assignee  entering into a covenant with
the  Landlord in form  satisfactory  to the  Landlord to observe and perform all
tenant's covenants in the Lease. If the Tenant is a private  corporation and any
part or all of the corporate  shares shall be transferred  by sale,  assignment,
bequest, inheritance,  operation of law or other dispositions or dispositions so
as to result in a change  in the  control  of the  corporation,  such  change of
control  shall be considered an assignment of this Lease and shall be subject to
the aforesaid  provisions;  the Tenant shall make available to the Landlord upon
its request for inspection and copying, all books and records of the Tenant, and
their  respective  shareholders  which,  alone or with  other  data may show the
applicability or inapplicability of this clause.

The Tenant shall not advertise or allow the Premises or a portion  thereof to be
advertised as being available for assignment,  sublease or otherwise without the
prior  written  approval  of the  Landlord  to the  form  and  content  of  such
advertisement,  which approval shall not be unreasonably withheld, provided that
no such advertising shall contain any reference to the rental or the rental rate
of the Premises;

Rules and Regulations

(f) that the Tenant and its employees and all persons visiting or doing business
with them on the  Premises  shall be bound by and shall  observe and perform the
Rules and Regulations and any further and other reasonable Rules and Regulations
made  hereafter by the Landlord of which notice in writing shall be given to the
Tenant and all such  Rules and  Regulations  shall be deemed to be  incorporated
into and form part of this Lease;

Use of Premises

(g) not to use the  Premises  nor allow the  Premises to be used for any purpose
other than an office:  and that if the costs of insurance on the Building  shall
be  increased by reason of the use made of the Premises or by reason of anything
done or omitted or permitted by the Tenant or by anyone  permitted by the Tenant
to be upon the  Premises,  the  Tenant  shall pay to the  Landlord  on demand as
Additional  Rent the amount of such increase;  and if any insurance  policy upon
the Building shall be cancelled or be under notice of possible  cancellation  by
the  insurer  by reason of the use or  occupation  of the  Premises  or any part
thereof by the Tenant or any assignee or subtenant or by anyone permitted by the
Tenant to be upon the Premises,  the Landlord may at its option  terminate  this
Lease and thereupon  rent and any other  payments for which the Tenant is liable
under this Lease shall be  apportioned  and paid in all to the later of the date
of such termination or the date on which actual possession is given up or taken,
and the Tenant shall  immediately  deliver up  possession of the Premises to the
Landlord and the Landlord may re-enter and take possession of same;

Observance of Law

(h) in its  use  and  occupation  of the  Premises,  not to  violate  any law or
ordinance  or any  order,  rule,  regulation  or  requirement  of  any  federal,
provincial or municipal government and any appropriate  department,  commission,
board or officer  thereof,  and to comply promptly and at the Tenant's sole cost
with all of the foregoing;

Waste and Nuisance

(i) nor to do or  suffer  any  waste,  damage,  disfiguration  or  injury to the
Premises  or the  fixtures  and  equipment  thereof  or  permit  or  suffer  any
overloading of the floors thereof;  and not to use or permit to be used any part
of the Premises for any  dangerous,  noxious or offensive  trade or business and
nor to cause or maintain  any  nuisance  in, at or on the  Premises or cause any
annoyance,  nuisance or  disturbance to the occupiers or owners of any adjoining
lands and/or premises;

Entry by Landlord

(j) to permit the Landlord and its servants or agents to enter upon the Premises
at any time and from  time to time for the  purpose  of  inspecting  and  making
repairs,  alterations or improvements  to the Premises or the Building,  and the
Tenant shall not be entitled to any compensation for any inconvenience, nuisance
or discomfort occasioned thereby;

Indemnity

(k) to  promptly  indemnify  and save  harmless  the  Landlord  from any and all
liabilities,  damages,  costs,  claims,  suits or  actions  arising  out of: any
breach,  violation or  non-observance  by the Tenant of any of its covenants and
obligations under the Lease; any damage to property while said property shall be
in or about the  Premises  including  the  systems,  furnishings  and  amenities
thereof,  as a result of the wilful or negligent  act or omission of the Tenant,
its invitees,  licensees,  agents, servants or employees,  and any injury to any
licensee,  invitee,  agent,  servant or employee of the Tenant,  including death
resulting  at any time  therefrom,  occurring  on or about the  Premises  or the
Building;  and this indemnity shall survive the expiry or earlier termination of
this Lease, in respect of any of the foregoing circumstances during the Term;

Exhibiting Premises

(l) to permit the Landlord or its agents to exhibit the Premises to  prospective
tenants during the last six (6) months of the Term or any renewal thereof;

Alterations

(m) that the Tenant will not, without the prior written consent of the Landlord,
make or erect in or to the Premises any installations,  alterations,  additions,
partitions,  repairs or  improvements,  or do anything  which  might  affect the
proper   operation   of  the   electrical,   lighting,   heating,   ventilating,
air-conditioning,  sprinkler,  fire  protection or other  systems;  the Tenant's
request  for  consent  shall  be in  writing  and  accompanied  by  an  adequate
description of the contemplated  work, and where  appropriate,  working drawings
and  specifications  therefor;  the Landlord's  costs of having its  architects,
engineers or others examine such drawings and specifications shall be payable by
the Tenant upon demand as Additional  Rent; the Landlord may require that any or
all work to be done hereunder be done by the  Landlord's  contractors or workmen
or by  contractors  or workmen  engaged by the Tenant but first  approved by the
Landlord and shall be performed in subject to inspection  by and the  reasonable
supervision  of the Landlord and shall be performed in accordance  with all laws
and any reasonable  conditions  (including a reasonable  supervision  fee of the
Landlord to be paid by the Tenant) or  regulations  imposed by the  Landlord and
completed  in a good and  workmanlike  manner and with  reasonable  diligence in
accordance  with  the  approvals  given  by the  Landlord;  any  connections  of
apparatus to the electrical system,  plumbing lines, or heating,  ventilating or
air-conditioning  systems shall be deemed to be an alteration within the meaning
of this paragraph:  the Tenant shall, at its own cost and before commencement of
any work, obtain all necessary  building or other permits and keep same in force
and the Tenant  shall  promptly  pay all  charges  incurred  by it for any work,
materials  or  services  and  shall  forthwith  discharge  any  liens  resulting
therefrom:  if the Tenant fails to so discharge any liens, the Landlord may (but
shall  be  under no  obligation  to) pay into  court  the  amount  required,  or
otherwise  obtain a  discharge  of the lien in the  name of the  Tenant  and any
amount so paid  together  with all costs  incurred in respect of such  discharge
shall be  payable by the  Tenant to the  Landlord  forthwith  upon  demand  plus
interest on all such amounts at the rate  hereafter  set out in this lease;  the
Tenant  shall not create any  mortgage,  conditional  sale  agreement,  or other
encumbrance in respect of its leasehold improvements or trade fixtures nor shall
the Tenant lease the same from any third party,  nor permit any such encumbrance
to attach to the Premises or to the Building;

Interior Walls and Exterior Walls

(n) that the Tenant  will not deface or mark any part of the  Building  and will
not permit any hole to be drilled or made or nails,  screws,  hooks or spikes to
be driven into the exterior or interior walls, doors or floors or stone or brick
work of the  Building or any  appurtenances  thereof  without the prior  written
consent of the Landlord;

(o) that the Tenant will not paint, place, affix,  inscribe or display on any of
the  windows of the  Premises  or the  Building or on any part of the outside or
inside thereof, any sign, picture, direction, lettering, advertisement or notice
without the prior written  consent of the Landlord,  and the Landlord shall have
the right to prescribe the size, material, color, method of attachment,  pattern
and location of identification signs for the Tenant, on the Tenant ceasing to be
a tenant of the  Premises,  the  Landlord  will  cause any sign to be removed or
obliterated;  the  Tenant  shall be  entitled  to have one name  shown  upon the
directory board or boards of the Building and any additional names or subsequent
changes  shall be paid for by the  Tenant,  but the  Landlord  shall in its sole
discretion design the style of such identification and allocate the space on the
directory board or boards therefor;

Name of  Building

(p) not to refer to the  Building  by any name or names  other than such name or
names as may be designated  from time to time by the  Landlord,  nor to use such
name or names for any  purpose  other than that of the  business  address of the
Tenant;

Glass

(q) the  Landlord  shall  replace  and the Tenant  shall pay to the  Landlord on
demand as Additional Rent the cost of replacement with as good quality any glass
on or within or in the walls or doors (exterior or interior) abutting or forming
part of the Premises,  which is broken during the Term or any renewals  thereof,
unless such breakage is solely the result of the negligence of the Landlord.

Certificates

(r) the  Tenant  will at any  time  and  from  time to  time,  at no cost to the
Landlord,  and upon not less  than ten (10)  days'  prior  notice,  execute  and
deliver to the  Landlord a statement  in writing  certifying  that this Lease is
unmodified  and  in  full  force  and  effect  (or  if  modified,   stating  the
modifications  and that the Lease is in full force and effect as modified),  the
amount of the annual  rental then being paid  hereunder,  the dates to which the
same, by instalment or otherwise,  and other charges  hereunder  have been paid,
whether  or not there is any  existing  default on the part of the  Landlord  of
which the Tenant has notice, and any other information reasonably required,

Evidence of Payments

(s) to produce to the Landlord  upon request,  satisfactory  evidence of the due
payment by the Tenant of all  payments  required to be made by the Tenant  under
this Lease;

Notice of Accidents

(t) to notify the Landlord promptly and in writing of any accident or damages to
or defect in the  Premises,  the  Building,  or any part thereof  including  the
heating,  ventilating  and  air-conditioning  apparatus,  water  and gas  pipes,
telephone lines, electrical apparatus or other building services;

Tenant Insurance

(u) At its expense to maintain in force (in addition to the  insurance  coverage
provided by the Landlord included under the operating costs provision  paragraph
in 2 (f) during the term and any renewals thereof:

     (i)  comprehensive  general liability insurance against claims for personal
          injury,  death or property damage arising out of all operations of the
          Tenant,  (including  tenants'  legal  liability,  personal  liability,
          property damage and contractual liability to cover all indemnities and
          repair  obligations)  with respect to the  business  carried on in and
          from  the  Premises,  in  amounts  required  by the  Landlord  and any
          mortgagee  of the Project or any part thereof from time to time but in
          no event less than Two Million Dollars per occurrence;

     (ii) all risks direct damage  insurance  covering all chattels and fixtures
          and  all   leasehold   improvements,   installations,   additions  and
          partitions  made by the  Tenant  or by the  Landlord  at the  Tenant's
          expense,  in an amount equal to the full  replacement  value  thereof;
          and,

     (iii)such other forms of  insurance  as may be  reasonably  required by the
          Landlord and any mortgagee from time to time; and the tenant agrees to
          furnish upon request from the Landlord verification of compliance with
          the provisions of this paragraph.

Surrender on Termination

(v)  at the  expiration  or  sooner  termination  of the  Term,  to  deliver  up
possession  of the  Premises  to the  Landlord,  together  with all  fixtures or
improvements  which the Tenant is  required  or  permitted  to leave  therein or
thereon free of all rubbish and in a clean and tidy condition, and to deliver to
the Landlord all keys and security devices;

Fire and Safety

(w) the Tenant  acknowledges that it may be or become desirable or necessary for
the Landlord to organize and coordinate arrangements within the Building for the
safety of all tenants and  occupants in the event of fire or similar  events and
the Tenant,  its employees,  servants,  agents and invitees shall co-operate and
participate in any fire drills,  evacuation  drills and similar exercises as may
be arranged or  organized  by the  Landlord  from time to time,  and to hold the
Landlord  harmless from any personal or material loss,  damage or injury arising
therefrom; and

Energy Conservation

(x) to  cooperate  with the  Landlord in  conserving  energy of all types in the
Building,  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 capital expenditures made by the Landlord in an effort to promote
energy  conservation  shall  be  added  to  Operating  Costs  in the  Year  such
expenditures are incurred.

Quiet Enjoyment

9. The Landlord covenants with the Tenant for quiet enjoyment.

Landlord's Covenants
Heating & Air Conditioning

10. The Landlord further covenants with the Tenant as follows:
(a) subject to any payment referred to in section 6 above required to be made by
the Tenant in respect thereof, to provide heating of the Premises and to operate
the  air-conditioning  and  ventilating  equipment  to an extent  sufficient  to
maintain a reasonable  temperature  therein at all times during Normal  Business
Hours except during the making of repairs; but should the Landlord default in so
doing, the Landlord shall not be liable for indirect or consequential damages of
any kind or  damages  for  personal  discomfort  or  illness  by  reason  of the
operation or non-operation of such equipment or otherwise:

In the event that the Tenant requires heating or  air-conditioning  during other
than Normal Business  Hours,  then the Tenant shall pay to the Landlord the cost
of providing said additional heating and  air-conditioning  as may be reasonably
determined by the Landlord, in accordance with Schedule 'B'.

Taxes

(b) subject to any payment referred to in section 5 above required to be made by
the Tenant in respect thereof, to pay or cause to be paid any Taxes,  payment of
which are not the responsibility of the Tenant under this Lease;

Elevator

(c) to furnish,  except when repairs are being made,  passenger elevator service
during  Normal  Business  Hours and  limited  elevator  service at other  times;
operatorless  and automatic  elevator  service if made available shall be deemed
elevator service; and to permit the Tenant and its employees to have free use of
such elevator service in common with others;

Access

(d) to permit the Tenant and its  employees and all persons  lawfully  requiring
communication  with  them  access  in  common  with  others  of  the  entrances,
stairways,  corridors  and halls in the Building  leading to the Premises and to
have the use of the same  during  Normal  Business  Hours and  during Non Normal
Business Hours by the Building Security System;

Washrooms

(e) to permit  the Tenant  and its  employees  in common  with  others  entitled
thereto to use the  washrooms in the Building  which may be  designated  for the
Premises;

Janitor Services

(f) to cause when reasonably  necessary from time to time the floors to be swept
and  windows to be  cleaned  and the desks,  tables and other  furniture  of the
Tenant to be dusted all in keeping with a first-class  office  building but with
the  exception  of the  obligation  to cause such work to be done,  the Landlord
shall not be  responsible  for any act of omission or  commission on the part of
the person or persons  employed to perform such work; such work shall be done at
the Landlord's  direction  without  interference by the Tenant,  his servants or
employees.  The Tenant acknowledges that the Landlord shall be relieved from the
foregoing  obligations in respect of any part of the Premises to which access is
not granted to the person or persons employed or retained to do such work.

Fixtures

11. Provided that the Tenant may remove its fixtures and chattels if and only if
all rent and  other  charges  due or to  become  due are  fully  paid;  provided
further,  however, that all leasehold  improvements,  installations,  additions,
partitions  and fixtures  (other than trade or tenant's  fixtures in or upon the
Premises,  which terms shall in no case  include any  heating,  ventilating  and
air-conditioning  equipment or other  building  services or  carpeting)  whether
placed there by the Tenant or the  Landlord,  shall be the  Landlord's  property
upon the termination of this Lease without  compensation  therefor to the Tenant
and shall not be removed  from the  Premises at any time either  during or after
the Term.  Notwithstanding anything herein contained the Landlord shall be under
no  obligation  to replace,  repair or  maintain  such  leasehold  improvements,
installations, additions, partitions and fixtures.

Damage or Destruction

12. (a) If the Premises or any portion  thereof are damaged or destroyed by fire
or by other casualty against which the Landlord is required to be insured,  rent
shall abate in proportion to the area of that portion of the Premises  which, in
the  reasonable  opinion  of the  Landlord,  is thereby  rendered  unfit for the
purposes  of the Tenant  until the  Premises  are  repaired  and rebuilt and the
Landlord agrees that it will, with reasonable diligence,  repair and rebuild the
Premises.  The  Landlord's  obligation to rebuild and restore the Premises shall
not include the obligation to rebuild,  restore,  replace or repair any chattel,
fixtures, leasehold improvement,  installation, addition or partition in respect
of which the Tenant is to maintain  insurance  under section 8 (u), or any other
thing that is the property of the Tenant ( in this clause  collectively called "
Tenant's  Improvements"),  the Premises shall be deemed restored and rebuilt and
fit for the Tenant's purposes when the Landlord's  Architect certifies that they
have been substantially restored and rebuilt to the point where the Tenant could
occupy them for the purpose of rebuilding, restoring, replacing or repairing the
Tenant's  Improvements;  the issuance of the  certificate  shall not relieve the
Landlord of its  obligation  to  complete  the  rebuilding  and  restoration  as
aforesaid,  but the Tenant shall  forthwith  after  issuance of the  certificate
proceed to rebuild,  restore, replace and repair the Tenant's Improvements,  and
the provisions of section 8 (m) shall apply to such work, mutatis mutandis;  

(b)  Notwithstanding  section 12 (a), if the Premises or any portion thereof are
damaged  or  destroyed  by any cause  whatsoever  and  cannot in the  reasonable
opinion of the Landlord be rebuilt or made fit for the purposes of the Tenant as
aforesaid  within  ninety (90) days of the damage or  destruction,  the Landlord
instead of rebuilding or making  Premises fit for the Tenant may, at its option,
terminate  this lease by giving to the Tenant within thirty (30) days after such
damage or  destruction  notice of  termination  and thereupon rent and any other
payments  for which the Tenant is liable  under this Lease shall be  apportioned
and paid to the date of such damage and the Tenant shall immediately  deliver up
possession of the Premises to the Landlord;

(c)  Irrespective  of whether the Premises or any portion thereof are damaged or
destroyed  as  aforesaid,  in the event that  fifty per cent  (50%) or more,  as
determined  by the  Landlord,  of the  Building,  is damaged or destroyed by any
cause  whatsoever,  and if, in the reasonable  opinion of the Landlord such area
cannot be rebuilt or made fit for the purpose of the tenants  thereof within one
hundred and eighty ( 180) days of such damage or  destruction,  the Landlord may
at its option  terminate  this Lease by giving to the Tenant  within thirty (30)
days after such damage notice of termination  requiring vacant possession of the
Premises  sixty  (60) days  after  delivery  of the  notice of  termination  and
thereupon  rent and any other payments for which the Tenant is liable under this
Lease shall be  apportioned  and paid to the date on which vacant  possession is
given and the Tenant shall deliver up possession of the Premises to the Landlord
in accordance with such notice of termination.

Expansion, Alteration

13. The  Landlord  shall have the right to enter into the  Premises and to bring
its workmen and materials thereon to make additions, alterations,  improvements,
installations  and repairs to the Lands, the Building,  and the common areas and
services  thereof  as such may exist from time to time,  including  the right to
erect new  buildings  and  facilities.  The Landlord  may cause such  reasonable
obstructions  and  interference  with the use and  enjoyment  of the Lands,  the
Building and the Premises as may be necessary for the purposes aforesaid and may
interrupt  or suspend the supply of  electricity,  water of other  utilities  or
services when  necessary  and until the  additions,  alterations,  improvements,
installations or repairs have been completed, and there shall be no abatement in
rent nor shall the Landlord be liable by reason thereof,  provided all such work
is done as  expeditiously  as reasonably  possible.  The Landlord shall have the
right to use, install,  maintain and repair pipes, wires, ducts, shafts or other
installations  in, under or through the Premises for or in  connection  with the
supply of any  services to the Premises or any other  premises in the  Building.
The Landlord  further reserves the right to monitor access to any of the parking
areas by means of  barriers,  control  booths  or any  other  method  which  the
Landlord deems proper.  The Landlord  reserves the right to change the location,
layout or size of the parking area and to charge for the use of parking  spaces,
except as expressly set out in this Lease.

Injuries, Loss and Damage

14.  The  Landlord  shall not be  responsible  in any way for any  injury to any
person (including death) or for any loss of or damage to any property  belonging
to the  Tenant or to other  occupants  of the  Premises  or to their  respective
invitees,  licensees,  agents,  servants  or  other  persons  from  time to time
attending  at the  Premises  while such  person or  property  is in or about the
Lands,  the Premises,  the  Building,  or any areaways,  parking  areas,  lawns,
sidewalks,  steps,  truckways,  platforms,  corridors,  stairways,  elevators or
escalators in connection  therewith,  including  without limiting the foregoing,
any loss or damage to any  property  caused  by theft or  breakage,  or by steam
water,  rain or snow or for any loss or damage caused by or  attributable to the
condition  or  arrangements  of any  electric or other  wiring or for any damage
caused by smoke or  anything  done or omitted to be done by any other  tenant of
premises in the  Building or for any other loss  whatsoever  with respect to the
Premises, goods placed therein or any business carried on therein.

Impossibility, Unavoidable Delays

15.  Whenever  and to the  extent the  Landlord  is unable to fulfil or shall be
delayed or restricted in the  fulfillment of any obligation  hereunder by reason
of being unable to obtain the material,  goods, equipment,  service,  utility or
labour  required  to  enable it to fulfil  such  obligation  or by reason of any
statute, law, regulation, by-law or order or by reason of any other cause beyond
its reasonable control,  whether of the same nature as the foregoing or not, the
Landlord shall be relieved from the fulfilment of such obligation and the Tenant
shall  not be  entitled  to  compensation  for any  inconvenience,  nuisance  or
discomfort  thereby  occasioned.  There shall be no  deduction  from the rent or
other moneys payable hereunder by reason of any such failure or cause.

Re-entry

16.  PROVISO  For  re-entry  by the  said  Landlord  on  non-payment  of rent or
non-performance of covenants.

Bankruptcy, etc.

17.  Provided  further that in case without the written consent of the Landlord,
the Premises  shall be used by any other person than the Tenant or for any other
purpose than that for which the same were let or in case the  Premises  shall be
vacated or remain  unoccupied  for fifteen (15) days, or in case the Term or any
of the goods and chattels of the Tenant shall be at any time seized in execution
or  attachment  by any  creditor  of the  Tenant or the  Tenant  shall  make any
assignment for the benefit of the creditors or any bulk sale or become  bankrupt
or  insolvent  or take the  benefit  of any Act now or  hereafter  in force  for
bankrupt or insolvent debtors,  or, if the Tenant is a corporation and any order
shall be made for the  winding-up  of the Tenant,  or other  termination  of the
corporate  existence of the Tenant,  then in any such case this Lease shall,  at
the option of the Landlord,  cease and determine and the Term shall  immediately
become forfeited and void and the then current month's rent and the next ensuing
three (3) month's rent  (including  in both cases all other  amounts  payable as
Additional  Rent)  shall  immediately  become  due and be paid and the  Landlord
without prejudice to any claim for damages for any antecedent breach of covenant
may re-enter and take  possession  of the Premises as though the Tenant or other
occupant  or  occupants  of the  Premises  was or were  holding  over  after the
expiration of the Term without any right whatever.

Distress

18. The Tenant waives and renounces the benefit of any present or future statute
taking away or limiting the  Landlord's  right of distress,  and  covenants  and
agrees that  notwithstanding  any such statute none of the goods and chattels of
the Tenant on the Premises at any time during the Term shall be exempt from levy
by distress for rent, in arrears.

Entry as Agent

19. The  Tenant  further  covenants  and agrees  that on the  Landlord  becoming
entitled to  re-enter  upon the  Premises  under any of the  provisions  of this
Lease,  the  Landlord,  in addition to all other  rights shall have the right to
enter the  Premises  as the agent of the  Tenant  either by force or  otherwise,
without being liable for any  prosecution  therefor and to relet the Premises as
the agent of the Tenant and to receive the rent therefor and as the agent of the
Tenant to take possession of any furniture or other property on the Premises and
to sell the same at public  or  private  sale  without  notice  and to apply the
proceeds of such sale and any rent derived  from  re-letting  the Premises  upon
account  of the rent  under  this  Lease and the  Tenant  shall be liable to the
Landlord for the  deficiency,  if any, for the  remainder of the Term as if such
re-entry had not been made less the actual amount received by the Landlord after
such  re-entry in respect of any  re-letting  applicable to the remainder of the
Term. The Tenant shall also reimburse the Landlord for all reasonable  legal and
other costs incurred as a result of such re-entry and re-letting.

Right of Termination

20. The  Tenant  further  covenants  and agrees  that on the  Landlord  becoming
entitled to  re-enter  upon the  Premises  under any of the  provisions  of this
Lease,  the Landlord,  in addition to all other rights,  shall have the right to
determine  forthwith this Lease and Term by leaving upon the Premises  notice in
writing of its intention so to do and thereupon  rent and any other payments for
which the Tenant is liable  under the Lease shall be computed,  apportioned  and
paid in full to the date of such  determination  of this  Lease  and the  Tenant
shall immediately deliver up possession of the Premises to the Landlord, and the
Landlord may re-enter and take possession of the same.

Non-waiver

21. No condoning, excusing or overlooking by the Landlord or any default, breach
or non-observance by the Tenant at any time or times in respect of any covenant,
proviso  or  condition  herein  contained  shall  operate  as a  waiver  of  the
Landlord's rights hereunder in respect of any continuing or subsequent  default,
breach or non-observance,  or so as to defeat or affect in any way the rights of
the Landlord herein in respect of any such  continuing or subsequent  default or
breach,  and no waiver  shall be inferred  from or implied by  anything  done or
omitted by the  Landlord  save only  express  waiver in writing.  All rights and
remedies of the Landlord in this Lease  contained  shall be  cumulative  and not
alternative.

Overholding

22. If the Tenant shall continue to occupy all or part of the Premises after the
expiration  of this Lease with the  consent of the  Landlord,  and  without  any
further  written  agreement,  the Tenant shall be a monthly  tenant at the basic
monthly  rental  payable during the last year of this Lease and otherwise on the
terms and condition herein set out except as to length of tenancy.

Landlord Performing Tenant's Covenants

23. If the Tenant fails to perform or cause to be performed any of the covenants
or  obligations  of the Tenant  herein,  the Landlord  shall have the right (but
shall not be  obligated)  to perform or cause to be performed and to do or cause
or be done such things as may be  necessary  or  incidental  thereto  (including
without  limiting  the  foregoing,  the  right to make  repairs,  installations,
erections  and expend  moneys) and all  payments,  expenses,  charges,  fees and
disbursements  incurred  or paid by or on  behalf  of the  Landlord  in  respect
thereof shall be paid by the Tenant to the Landlord forthwith upon demand.

Payments to Landlord

24. All  payments to be made by the Tenant  under this Lease  shall be made,  at
such  place or places as the  Landlord  may  designate  in  writing,  and to the
Landlord  or to such agent of the  Landlord as the  Landlord  shall from time to
time direct.  The Tenant shall pay the Landlord  interest on all overdue rentals
including Basic Rent and Additional Rent or other amounts,  all such interest to
be calculated from the date upon which the amount is first due or demanded until
actual  payment  thereof and at a rate of Five (5%) per cent per annum in excess
of the minimum  lending  rate to prime  commercial  borrowers  from time to time
current at chartered banks in the municipality in which the building is situate.

Recovery of Adjustments

25. The  Landlord  shall have (in  addition  to any other right or remedy of the
Landlord)  the same rights and remedies in the event of default by the Tenant in
payment of any amount  payable by the Tenant  hereunder,  as the Landlord  would
have in the case of default in payment of rent.

Registration & Planning Act

26. (a) The Tenant  covenants  and agrees with the Landlord that the Tenant will
not register or record this Lease against the title to the Lands,  except by way
of notice.

(b) Where  applicable,  this Lease shall be subject to the condition  that it is
effective only if The Planning Act is complied with. Pending such compliance the
Term, and any renewal  periods,  shall be deemed to be for a total period of one
(1) day  less  than  the  maximum  lease  term  permitted  by law  without  such
compliance.

Mortgages

27. At the option of the Landlord,  this Lease shall be subject and  subordinate
to any and all  mortgages,  charges and deeds of trust,  which may now or at any
time hereafter  affect the Premises in whole or in part, or the Lands,  Building
whether  or not any such  mortgage,  charge  or deed of trust  affects  only the
Premises or the Lands,  the  building  or affects  other  premises  as well.  On
request at any time and from time to time of the  Landlord or of the  mortgagee,
chargee or trustee under any such  mortgage,  charge or deed of trust the Tenant
shall promptly, at no cost to the Landlord or mortgagee, chargee or trustee:

(a) attorn to such  mortgagee,  chargee or trustee  and become its tenant of the
Premises or the Tenant of the  Premises of any  purchaser  from such  mortgagee,
chargee or trustee in the event of an  exercise of any  permitted  power of sale
contained in any such  mortgage,  charge or deed of trust for the then unexpired
residue of the Term on the terms herein contained, and/or

(b)  postpone and  subordinate  this Lease to such  mortgage,  charge or deed of
trust to the intent  that this Lease and all right,  title and  interest  of the
Tenant in the Premises shall be subject to the rights of such mortgagee, chargee
or  trustee  as  fully as if such  mortgage,  charge  or deed of trust  had been
executed and registered and the money thereby  secured had been advanced  before
the  execution of this Lease (and  notwithstanding  any  authority or consent of
such mortgagee, or trustee, express or implied, to the making of this Lease).

Any such  attornment  or  postponement  and  subordination  shall  extend to all
renewals, modifications,  consolidations, replacements and extension of any such
mortgage, charge or deed of trust and every instrument supplemental or ancillary
thereto or in  implementation  thereof.  The Tenant shall forthwith  execute any
instruments  of attornment or  postponement  and  subordination  which may be so
requested to give effect to this section.

Assignment Landlord

28. If the Landlord sells or leases the Lands, the Building or any part thereof,
or assigns this Lease, and to the extent that the purchaser,  lessee or assignee
is responsible for compliance with the covenants and obligations of the Landlord
hereunder, the Landlord without further written agreement will be discharged and
relieved of liability under the said covenants and obligations.

Captions

29. The captions  appearing in the margin of this Lease have been  inserted as a
matter of  convenience  and for  reference  only and in no way define,  limit or
enlarge the scope of meaning of this Lease nor any of the provisions hereof.

Guarantee (if applicable)

30. omitted

Notice

31. (a) Any notice,  request,  statement or other writing pursuant to this Lease
shall be deemed to have been given if Notice sent by registered  prepaid post as
follows:

         TO THE LANDLORD

                  8 Vinci Crescent
                  Downsview, Ontario M3H 2Y7

or such other  address as the  Landlord  shall  notify the Tenant in writing any
time or from time to time;

         TO THE TENANT - at the Premises

and such notice shall be deemed to have been received by the  Landlord,  Tenant,
as the case may be, on the third  business  day after the date on which it shall
have  been so mailed  (in the  event  that  there is an  interruption  of postal
service,  the aforesaid period shall be extended for a period  equivalent to the
period of interruption).

(b)  Notice  shall  also be  sufficiently  given if and  when the same  shall be
delivered,  in the case of notice to Landlord,  to an  executive  officer of the
Landlord,  and in the case of notice to the  Tenant to him  personally  or to an
executive officer of the Tenant if the Tenant is a corporation.  Such notice, if
delivered,  shall be conclusively  deemed to have been given and received at the
time of such delivery. If in this Lease two or more persons are named as Tenant,
such  notice  shall  also be  sufficiently  given if and when the same  shall be
delivered personally to any one of such persons. Provided that either party may,
by notice to the other, from time to time designate another address in Canada to
which notices mailed more than ten (10) days thereafter shall be addressed.

Effect of Lease

32. This indenture and everything  herein contained shall extend to and bind and
may be taken advantage of by the respective  heirs,  executors,  administrators,
successors  and  assigns,  as the case may be, of each and every of the  parties
hereto, subject to the granting of consent by the Landlord as provided herein to
any assignment or sublease,  and where there is more than one tenant or there is
a female party or a corporation,  the  provisions  hereof shall be read with all
grammatical changes thereby rendered necessary and all covenants shall be deemed
joint and several.

Interpretation of Lease

33.  All of the  Provisions  contained  in this  Lease  are to be  construed  as
covenants and  agreements and if any provision is illegal or  unenforceable,  it
shall be considered separate and severable from the remaining provisions,  which
shall remain in force and be binding upon the Landlord and the Tenant.

Time of Essence

34. Time shall be of the essence of this Lease.

Law

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

Intent of Lease

36.  This is a carefree  lease and it is the  mutual  intention  of the  parties
hereto  that the  basic  rent  herein  provided  to be paid  shall be net to the
Landlord and clear of all taxes,  costs and charges  arising from or relating to
the lands and building in that the Tenant shall bear its proportionate  share of
all costs of and be  responsible  for all matters in relation to the  operation,
maintenance  and repair of the lands and building  (save as  otherwise  provided
herein)  including  and without  limiting the  generality  of the  foregoing the
Tenant's  proportionate  share of taxes and operating  costs.  Charges of a kind
personal  to the  Landlord  such  as  taxes  on  the  income  of  the  Landlord,
Corporation  Tax, estate and  inheritance  tax and similar taxes,  principal and
interest payments to be made by the Landlord in satisfaction of mortgages now or
hereinafter  registered  against  the said lands and  building  shall not be the
responsibility or obligation of the Tenant.

37. Schedules.  'A' and 'B' and Rules and Regulations attached form part of this
Lease.

IN WITNESS WHEREOF the parties hereto have executed this lease.

SIGNED, SEALED AND DELIVERED           ORFUS INVESTMENTS
in the presence of                     BY:/s/Elaine Orfus



                                       SAVILLE SYSTEMS CANADA, LTD.

                                       BY:/s/D.A. Saville
                                          Authorized Signing Officer TENANT CS


<PAGE>



                              RULES AND REGULATIONS

1. The Tenant shall not place or permit to be placed or left in or upon any part
of the Building outside of the Premises,  or in or upon any part of the Building
of which the Premises form a part, any debris or refuse.

2. The  Landlord  shall  permit the Tenant and the  Tenant's  employees  and all
persons lawfully requiring communication with them to have the use during Normal
Business Hours in common with others  entitled  thereto of the main entrance and
the stairways,  corridors, elevators or other mechanical means of access leading
to the Premises. At times other than during Normal Business Hours the Tenant and
the employees of the Tenant and persons lawfully  requiring  communication  with
the Tenant shall have access to the Building and to the Premises.

3. The  Landlord  shall  permit the Tenant  and the  employees  of the Tenant in
common with others  entitled  thereto,  to use the washrooms on the floor of the
Building on which the Premises are situated or, in lieu thereof, those washrooms
designated by the Landlord, save and except when the general water supply may be
turned  off  from  the  public  main or at such  other  times  when  repair  and
maintenance  undertaken  by the Landlord  shall  necessitate  the non-use of the
facilities.

4. The Tenant shall not permit any cooking in the  Premises  without the written
consent of the Landlord.

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

6. The Tenant, its agents, servants,  contractors,  invitees or employees, shall
not  bring in or take  out,  position,  construct,  install  or move  any  safe,
business  machinery or other heavy  machinery or equipment or anything liable to
injure or destroy any part of the Building  without first  obtaining the consent
in writing of the Landlord.  In giving such consent, the Landlord shall have the
right in its sole discretion, to prescribe the weight permitted and the position
thereof,  and the use and design of planks,  skids, or platforms,  to distribute
the weight thereof.  All damage done to the Building by moving or using any such
heavy  equipment or other office  equipment or fixture shall occur only by prior
arrangement with the Landlord. No Tenant shall employ anyone to do its moving in
the Building other than the staff of the Building,  unless  permission to employ
anyone  else is given by the  Landlord  and the  reasonable  cost of such moving
shall  be paid by the  Tenant.  Safes  and  other  heavy  office  equipment  and
machinery shall be moved through the halls and corridors only upon steel bearing
plates.  No freight or bulky matter of any description will be received into the
Building  or  carried in the  elevators  except  during  hours  approved  by the
Landlord.

7. The Tenant  shall not place or cause to be placed any  additional  locks upon
any doors of the  Premises  without the  approval of the Landlord and subject to
any  conditions  imposed  by the  Landlord.  Two keys shall be  supplied  to the
Landlord for each door to the Leased Premises and all locks shall be standard to
permit access to the  Landlord's  master key. If additional  keys are requested,
they must be paid for by the Tenant.  No one, other than the  Landlord's  staff,
will have keys to the outside entrance doors of the Building.

8. The water closets and other water apparatus shall not be used for any purpose
other than those for which they were  constructed,  and no  sweepings,  rubbish,
rags, ashes or other substances shall be thrown therein. Any damage resulting by
misuse  shall be borne by the Tenant by whom or by whose  agents,  servants,  or
employees  the same is caused.  The Tenant shall not let the water run unless it
is in actual  use,  and shall not  deface or mark any part of the  Building,  or
drive  nails,  spikes,  hooks,  or  screws  into the  walls or  woodwork  of the
Building.

9. The Tenant  shall not do or permit  anything to be done in the  Premises,  or
bring or keep  anything  therein which will in any way increase the risk of fire
or the rate of fire  insurance on the said Building or on property kept therein,
or obstruct or interfere  with the rights of other  tenants or in any way injure
or annoy  them or the  Landlord,  or violate  or act at  variance  with the laws
relating to fires or with the  regulations of the Fire  Department,  or with any
insurance upon said Building or any part thereof,  or violate or act in conflict
with any of the rules and  ordinances of the Board of Health or with any statute
or municipal by-law.

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

11. The Tenant shall permit window cleaners to clean the windows of the Premises
during Normal Business Hours.

12.  Canvassing,  soliciting  and  peddling in or about the  Building and in the
parking area are prohibited.

13. The Tenant  shall not receive or ship  articles  of any kind except  through
facilities,  and  designated  doors and at hours  designated by the Landlord and
under the supervision of the Landlord.

14. It shall be the duty of the respective tenants to assist and co-operate with
the Landlord in preventing injury to the premises demised to them respectively.

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

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

17. No animals or birds shall be brought into the  Building  without the consent
of the Landlord.

18.  The Tenant  shall not  install  or permit  the  installation  or use of any
machine dispensing goods for sale in the Premises or the Building or permit, the
delivery  of any food or beverage to the  Premises  without the  approval of the
Landlord  or in  contravention  of any  regulations  fixed or to be fixed by the
Landlord.  Only persons authorized by the Landlord shall be permitted to deliver
or to use the  elevators in the Building for the purpose of  delivering  food or
beverages to the Premises.

19. If the Tenant desires  telegraphic or telephonic  connections,  the Landlord
will direct the electricians as to where and how the wires are to be introduced,
and without such directions no boring or cutting for wires will be permitted. No
gas pipe or  electric  wire  will be  permitted  which has not been  ordered  or
authorized by the Landlord.  No outside radio or television  materials  shall be
allowed on the Leased Premises without authorization in writing by the Landlord.

20. The Tenant shall not cover or obstruct any of the skylights and windows that
reflect or admit light into any part of the  Building  except for the proper use
of approved blinds and drapes.

21. Any hand trucks,  carryalls, or similar appliances used in the Building with
the consent of the Landlord,  shall be equipped with rubber tires,  slide guards
and such other safeguards as the Landlord shall require.

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

23. The Tenant shall not place or maintain any supplies or other articles in any
vestibule  or  entry of the  Premises,  on the  footwalks  adjacent  thereto  or
elsewhere on the exterior of the Premises or the Building.

24. The Landlord shall have the right to make such other and further  reasonable
rules and  regulations  as in its  judgment may from time to time be needful for
the  safety,  security,  care  and  cleanliness  of the  Building,  and  for the
preservation  of good order therein,  and the same shall be kept and observed by
the Tenants, their clerks and servants.

25. The Tenant agrees to the foregoing Rules and  Regulations,  which are hereby
made a part of this Lease, and each of them, and agrees that for such persistent
infraction of them,  or any of them,  as determined by a competent  court having
jurisdiction  be calculated to annoy or disturb the quiet enjoyment of any other
tenant,  or for gross  misconduct upon the part of the Tenant,  or any one under
it, the Landlord may declare a forfeiture and  cancellation of the  accompanying
Lease and may demand possession of the Premises.


<PAGE>


                                   SCHEDULE A


to a Lease made the 25th day of  November  1994  between  Orfus  Investments  as
Landlord and Saville Systems Canada, Ltd. as Tenant

Part of Lots 3, and 4, and all of Lot 5

Plan 65M-2326

Town of Markham

Regional Municipality of York


<PAGE>



                                  SCHEDULE 'B'

to a Lease made the 25th day of November,  1994  between  Orfus  Investments  as
Landlord and Saville Systems Canada Ltd. as Tenant

1.       TENANTS INSURANCE

Tenant  covenants  that,  with  respect to  policies of  Tenant's  insurance  as
required  pursuant to  Paragraph 8 (u) of the Lease,  that such  policies  shall
include  provisions  noting the  interest of the  Landlord  in the  policy,  and
requiring that the insurer  provide at least thirty (30) days' written notice to
the Landlord prior to termination or material amendment to the policy during the
Lease term or any renewal thereof.  Tenant shall, forthwith upon demand, deliver
to Landlord evidence of such insurance policies by way of a certificate from the
insurer.

Every such  policy of  insurance  shall  contain a waiver by the  insurer of any
rights of  subrogation or indemnity or any other claim over against the Landlord
or the agents or employees of the Landlord.  If Tenant shall fail to take out or
keep in force  such  insurance  as is  required  hereunder,  or if the  evidence
submitted therefore is unacceptable to the Landlord pursuant to this Lease, then
the  Landlord  may,  but  shall  not be  obliged  to,  obtain  some or all  such
insurance,  and the Tenant  shall pay all premium or other  reasonable  expenses
incurred by the Landlord as a result thereof on demand, as rent.

The Tenant shall furnish to the Landlord, upon request,  evidence as to the full
replacement cost of the Tenant's  fixtures  furniture and equipment,  and Tenant
shall insure that the insurance coverage under Paragraph 8(u)(ii) is adequate to
cover such fixtures, furniture and equipment.

Landlord's  right of  termination  in Paragraph  8(g) shall apply only if Tenant
does not  rectify  the  cause of  insurance  cancellation  (to the  effect  that
Landlord is enabled to insure as before)  within 72 hours of written notice from
Landlord to do so.

Landlord  shall  insure the  building  against  risk of fire and order  property
damage and shall maintain Liability insurance in such amounts and for such risks
as would a reasonably  prudent Landlord of a similar property.  The cost of such
insurances shall be included in Operating Costs.

2.       ADDITIONAL RENT

(a) The  management  fees  which form part of  Operating  Costs as  detailed  in
Paragraph 2(f) shall be calculated on the basis of 4%, for the relevant  period,
of the  aggregate  Basic Rent and  Additional  Rent  payable  under this  Lease.
Without  limiting the generality of Paragraph 2(f),  Tenant shall be responsible
for all charges for telephone service to the Leased Premises.

(b) Tenant  covenants to pay to the Landlord  when due, in addition to all other
amounts payable under this Lease,  any Goods and Service Tax ( GST ) which shall
be applicable to, or which may be assessed,  imposed or levied against the Basic
Rent and / or  Additional  Rent  payable  hereunder,  and all such GST  shall be
collectable hereunder in the same manner as rent.

c) Landlord agrees that additional  rent,  chargeable for the Landlord's  fiscal
year,  ending  April 30, 1995,  will not exceed $9.65 per rentable  square foot.
Landlord further agrees that the operating expenses component of additional rent
shall not escalate by more than 5% per annum  thereafter  during the term of the
Lease. For greater clarity,  it is acknowledged  that no limitation is placed on
Hydro  electric  charges  and Realty tax charges  which form part of  additional
rent.

(d) HVAC supplied to the Premises during regular  business hours,  i.e.  between
7.00 a.m. - 6.30 p.m. Monday to Friday (excluding  statutory  holidays) shall be
included in Operating  Costs,  and subject to the limitation on Operating  costs
set out above in  subparagraph  (c).  After hours HVAC shall be available at all
times to Tenant  with  prior  arrangement,  at a cost of $1.25 per heat pump per
hour.

(e) The cost of replacement of electric bulbs,  tubes,  starters and ballasts in
the  Premises  in  accordance  with  paragraph  8.(b) (iii) shall be included in
Operating Costs.

(f) Landlord shall provide Tenant annually,  not more than 90 days following the
year end, with a Statement of additional rent prepared by an accountant or other
independent  financial  person,  and any  discrepancy  between the Statement and
instalments  paid during the year shall be  rectified as provided in paragraph 6
of the Lease.

3.       USE OF PREMISES

The Tenant shall use the Leased Premises for business offices, as a 24 hour data
centre, and for other uses permitted under prevailing municipal by-laws, and for
no other purpose.

4.       LEASEHOLD IMPROVEMENTS

Landlord agrees to finish premises (the "Leasehold  Improvements") in accordance
with space plan and final  working  drawings to be agreed upon between  Landlord
and Tenant,  as provided for in the  Agreement to Lease as amended dated October
27, 1994.  Landlord shall  contribute up to $20.00 per square foot rentable area
toward the cost of the said work.  Any costs in excess of $20.00 per square foot
shall be payable by Tenant on receipt of invoice from  Landlord,  provided  that
there  shall be no  administrative  overhead  or profit  charged by  Landlord in
respect of the Leasehold Improvements.

If  required  by  Tenant,   Landlord  shall   provide,   as  part  of  Leasehold
Improvements,  and in accordance with plans and specifications to be provided by
Tenant  together  with the Space Plan and approved by Landlord's  engineer's,  a
rooftop condenser and required connections to service Tenant's cooling system in
the premises,  as well as any  reinforcement or other  alteration  necessary for
installation of same.

Upon  completion of the Leasehold  Improvements,  Landlord  shall provide Tenant
with a summary of the total actual cost of the  leasehold  improvement,  and any
balance of the $20.00 per square  foot  rentable  area  allowance  remaining  in
excess  of the cost of the  leasehold  improvements,  shall be  credited  to the
Tenant toward rental payments as they become due.

Landlord  shall,  as part of Leasehold  Improvements,  add the name of Tenant to
each Building Directory as appropriate, in accordance with Paragraph 8(o).

5.       FIXTURING PERIOD

Upon  substantial  completion of the Leasehold  improvements,  which shall be no
later than 60 days after acceptance of Final Working drawings, Tenant shall have
the right to access and occupy the  premises  for the purpose of  fixturing  and
preparations  for occupancy.  No rent or additional  rent shall be chargeable to
Tenant for such  occupancy  prior to the  commencement  date,  provided that all
other obligations of Tenant pursuant to the Lease shall apply in respect of such
occupancy.

6.       SPACE PLAN

This Lease shall be  conditional  upon the  approval by both  parties of a space
plan  (the  "Space  Plan")  and  final   working   drawings  for  the  Leasehold
Improvements to be prepared for the premises in accordance with the Agreement to
Lease.  The Space Plan and up to one revision  shall be provided by the Landlord
at its sole cost, or, at the Tenant's  option,  the Landlord shall pay the space
planning  fees of the  planner  selected  by Tenant up to a maximum of $0.08 per
square  foot.  Both  parties  hereby  covenant  and  agree to  cooperate  and to
diligently  pursue  the  approvals  aforesaid  and all other  actions  terms and
conditions  of the  Lease  for the  expansion  space  shall  be the  same as the
existing  premises  pursuant to this Lease.  Provided that the  Expansion  Space
shall be taken on each  occasion in the  minimum  amount of at least 1,000 feet,
and that in the event that Tenant does not take the entire  available  Expansion
Space on the 5th floor,  that the  remaining  space not taken  shall be at least
1,200 square feet of useable space.

12.      LEASE CANCELLATION

(a) Tenant shall have the right to  terminate  the Lease as of January 31, 2000,
or if not exercised,  on every successive  anniversary date during the remaining
term of the Lease,  upon not less than twelve  months  prior  written  notice to
Landlord,  and, in each case,  together  with the  Termination  Payment  defined
below. During the 12 months notice period, Tenant shall have the right to either
continue to occupy the Premises pursuant to the Lease, or to vacate the premises
upon  payment to Landlord of a lump sum payment  equal to the gross rent for the
period  commencing  on the date upon which they  vacate  until the end of the 12
month notice period,  following  which,  the Landlord shall be free to lease the
space to another  party.  Said  payment is separate  from and in addition to the
Termination Payment.

(b) "Termination Payment". In consideration of the Tenant's right of termination
aforesaid,  Landlord shall receive from Tenant not less than ninety day prior to
Tenant vacating the premises,  a termination  payment  equivalent to a number of
months gross rent as set out below,  at the rate payable in the particular  year
ending  on the date on which  the  termination  takes  effect.  The  Termination
Payment  shall be for a number of months gross rent on a declining  scale as set
out below:

Termination  Date  Termination  Payment  January 31,  2000- 12 months gross rent
January 31,  2001- 10 months  gross rent  January 31,  2002- 8 months gross rent
January 31, 2003- 6 months gross rent January 31, 2004- 3 months gross rent

13.      CANCELLATION OF EXPANSION SPACE

(a) Tenant shall have the right to terminate its Lease in the Expansion Space as
of January 31, 2000, or if not exercised,  on every successive  anniversary date
during the remaining  term of the Lease,  upon not less than twelve months prior
written notice to Landlord, and, in each case, together with the Expansion Space
Termination  Payment defined below.  During the 12 months notice period,  Tenant
shall have the right to either  continue to occupy the premises  pursuant to the
Lease,  or to vacate the premises upon payment to Landlord of a lump sum payment
equal to the gross  rent for the period  commencing  on the date upon which they
vacate  until  the end of the 12  month  notice  period,  following  which,  the
Landlord  shall be free to lease the space to  another  party.  Said  payment is
separate from and in addition to the Expansion Space Termination Payment.

(b) In  consideration of the Tenant's right of termination  aforesaid,  Landlord
shall  receive  from the Tenant not less than  ninety days prior to the date the
Tenant vacates the Premises, the Expansion Space Termination Payment.

"Expansion Space Termination  Payment" means an amount equal to the amount which
would  be  outstanding  on the  date  Tenant  vacates,  pursuant  to a  notional
calculation of the Landlord's  Cost of Expansion,  together with interest at the
Interest  Rate,  which would be repayable by the Payments,  and amortized over a
period of time equal to the  Expansion  Space Term,  assuming  that all Payments
were made when due.

"Landlord's Cost of Expansion" means an amount equal to the aggregate of:

(i) the actual amount of the Landlord's cost of the Leasehold  Improvements  for
the Expansion Space: and

(ii) the amount of any additional real estate commissions  actually incurred and
paid by the Landlord as a result of the Tenant's exercising its option to expand
under the lease.

"Interest Rate" means 8% per annum, calculated semi-annually, not in advance.

"Expansion  Space  Term"  means that  period of time  commencing  on the date of
occupancy by the Tenant of the Expansion Space and ending on the last day of the
term of the Lease for the Expansion Space.

"Payments"  means  blended  monthly  payments of  principal  and interest at the
Interest Rate.

14.      OPTION TO RENEW

Provided  the  Tenant  is not then in  breach  of the  I-ease,  and has duly and
regularly  paid all rent and performed the covenants  required  pursuant to this
Lease,  the Tenant  shall have one (1) option to renew the Lease with respect to
the I-eased  Premises for an  additional  term of five (5) years and on the same
terms and conditions as this Lease,  save only for the Basic Rent and Additional
Rent and any  further  option to renew,  and save and except  for the  Leasehold
Improvements.  Tenant's  option  aforesaid  shall be  exercisable by delivery of
written notice to the Landlord not earlier than twelve (12) months and not later
than six (6) months prior to the expiry of the current Lease term.  The Rent for
the renewal  period  shall be the fair market  Rent for  comparable  premises in
comparable buildings, such amount to be agreed upon between the Parties not less
than 90 days prior to the expiry date of the initial term. If the Parties hereto
shall fail to agree upon the renewal  rent within such  limited  time,  then the
rent for the renewal term shall be  determined  by  arbitration  pursuant to the
Arbitration Act of Ontario or any successor  legislation.  Provided however that
in the event that the Arbitration  proceedings  shall reasonably extend into the
Renewal term, the rent payable in the last month prior to expiry of the original
term shall be payable monthly until a decision is reached,  after which the rent
shall be retroactively adjusted in accordance with the Arbitration decision.

15.      FIRST RIGHT OF REFUSAL TO LEASE ON FIFTH FLOOR

The Lessor hereby grants to the Lessee a first right of refusal for any offer to
lease,  in respect of any space on the fifth floor of the  building in which the
Demised  Premises  are located  which shall become  available  from time to time
during the term of the Lease, as follows:

Prior to the Lessor accepting an offer for any available space on the said fifth
floor,  Lessor  shall  deliver a notice to the Lessee's  attention  advising the
amount  and  location  of such space  available,  the date upon which it becomes
available,  and the Basic Rent which Lessor is willing to accept.  If, within 48
hours after  delivery of said notice to the Lessee,  the Lessee shall deliver to
Lessor a notice  whereby it exercises its right to lease  hereunder,  then there
shall be deemed to be an  agreement  between  the Lessor and the Lessee to lease
the said space  described in the Lessor's  notice at the basic rental set out in
the notice  but  subject  otherwise  to the terms and  conditions  of the herein
Lease.  Provided that, if the Lessee shall fail to exercise its right within the
aforesaid  limited  time,  then  Lessor  shall be free to accept or make a third
party  offer for such  space.  Provided  further  that this  right  shall not be
assignable.

Provided  that where the  Tenant's  Option to Expand  described  in Paragraph 11
above shall apply,  the  provisions  of the said Option  shall  prevail over the
provisions  of the herein right of First  Refusal.  This Right of First  Refusal
shall  continue to apply  throughout the term of the Lease as space on the fifth
floor becomes available from time to time.

CLARIFICATIONS TO LEASE AND GENERAL

16.  Landlord's  right of entry in  paragraph 8 (j) and 13.  shall be subject to
reasonable  notice,  and work done thereunder  (except  emergency work) shall be
upon reasonable notice, having regard to the circumstances.

17. The exclusion to Landlord's  liability in paragraph 14 shall not apply where
caused by the wilful or negligent act or omission of Landlord.

18. The relief for  unavoidable  delay in  paragraph  15 shall apply  equally to
Landlord and Tenant.

19. For greater clarity, the requirement in paragraph 5(c) to pay instalments of
1/9th of the annual taxes, shall be limited to 9 such instalments per year.

20. In the event that Tenant shall be required to postpone or  subordinate  to a
Mortgagee  pursuant to Paragraph 27,  Landlord agrees to use its best efforts to
provide Tenant with a non-disturbance agreement from such Mortgagee.

21. To the extent  that there is any  conflict  between the  provisions  of this
Schedule "B" and the printed  Lease form,  the  provisions of Schedule "B" shall
prevail.

22. The restrictions in Paragraph 8.(e) respecting  change in the  shareholdings
of the  Tenant  Corporation  shall  not  apply in  respect  of a  transfer  by a
shareholder of the Tenant to his spouse or immediate family member.

23. Landlord's right of re-entry for any breach by Tenant other than non-payment
of rent shall be preceded by 5 days written notice to Tenant.

24.  Notice  hereunder  may  also be  given by  facsimile  transmission  to such
telephone  number as a party may have  designated  in writing for the purpose of
Notice,  and  shall be deemed  received  at the time of  confirmed  transmission
during normal business hours,  and on the next ensuing business day if sent on a
Saturday, Sunday or Statutory Holiday.


SAVILLE SYSTEMS CANADA, LTD.

PER:     /s/D.A. Saville                    /s/Elaine Orfus
         Tenant                             Landlord


<PAGE>



                                  SCHEDULE "D"


THIS INDENTURE OF AGREEMENT

made this 11th day of January, 1996

BETWEEN

ORFUS INVESTMENTS,  a Partnership registered under the Partnership  Registration
act of Ontario,

(hereinafter called the "Landlord"),

OF THE FIRST PART,

and

SAVILLE SYSTEMS CANADA, LTD., a company incorporated under laws of Canada,

(hereinafter called the "Tenant"),

OF THE SECOND PART,

WHEREAS by a Lease made on the 25th day of November,  1994 (hereinafter referred
to as the "original lease") the Landlord did lease to the Tenant, those premises
located in the Town of  Markham,  in the  Regional  Municipality  of York in the
Province  of  Ontario,  and being part of a building  municipality  known as 625
Cochrane Road,  which premises are described in the original lease to consist of
an area of  approximately  16,675  rentable square feet on the sixth (6th) floor
and an additional  2,951  rentable  square feet on the fifth (5th) floor,  for a
term of ten (10) years commencing February 1, 1995 and ending January 31, 2005;

AND WHEREAS pursuant to the lease, rent is calculated in accordance with the per
square foot rates set out in paragraph 2(k);

AND WHEREAS a measurement of the premises has determined  that the actual square
footage of the fifth floor  initial  expansion  space is 3,039 useable and 3,343
rentable,  and not as provided  in  paragraph  11 of Schedule B of the  original
lease;

AND WHEREAS  pursuant to paragraph 11 of Schedule "B" of the original lease, the
Tenant has an option to expand the leased premises to include  additional  space
on the 5th floor;

AND WHEREAS by Letter  Agreement  dated November 22, 1995, the Tenant  exercised
its said option in respect of  approximately  4,550  additional  rentable square
feet on the fifth floor, and being all remaining space on the 5th floor.

AND  WHEREAS the  remaining  space on the fifth floor  available  for  expansion
consists of 3,912 useable and 4,303 rentable square feet.


NOW THEREFORE WITNESSETH that in consideration of mutual promises and other good
and valuable  consideration,  and the sum of TWO ($2.00) DOLLARS now paid by the
Tenant  to the  Landlord  (the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the parties hereto), the parties hereto hereby agree as follows:

SECTION I, Suite 505

1. The  Landlord  doth  demise and lease unto the Tenant  those  premises on the
fifth floor of the building, containing approximately 2,673 rentable square feet
rentable, being more particularly described in Schedule "A" attached hereto. The
said premises  demised by this Section I of this  Amending  Agreement are herein
referred to and known as the said Suite 505.

TO HAVE AND TO HOLD the demised premises for and during the term of one (1) year
to be computed from the 15th day of February, 1998, and thenceforth next ensuing
and fully to be completed and ended on the 14th day of February, 1999.

2.  YIELDING  AND PAYING  THEREFOR  during the said term  (without  deduction or
defalcation  of any kind) as a rental  unto the  Landlord,  its  successors  and
assigns, as hereinafter particularly set out:

The basic  rental for the one year term for Suite 505,  commencing  February 15,
1998 and ending on February 14, 1999,  based on $10.50 per square foot, shall be
TWENTY-EIGHT  THOUSAND,  and SIXTY-SIX Dollars and Fifty cents  ($28,066.50) and
shall be payable in equal monthly instalments of TWO THOUSAND, THREE HUNDRED and
THIRTY-EIGHT  ($2,338.87) Dollars and eight-seven cents each, in advance, on the
fifteenth day of each and every month, in cash or by certified cheque payable at
par at Toronto, without deductions or defalcations of any kind.

3.       DEPOSIT

Landlord  acknowledges  receipt of a deposit in the  amount of  $9,000.00  to be
applied on account of first and last months' rent plus GST for Suite 505.

4. Tenant  acknowledges  having  inspected Suite 505 and agrees to accept it "as
is".

5. In addition to, and without  limiting the  provisions of the original  lease,
Tenant agrees that upon  termination of the lease of Suite 505, it shall deliver
up the said Suite 505 to Landlord in the same condition as upon  commencement of
its lease therein. including specifically,  that all walls, partitions, plumbing
and other leasehold  improvements shall be in the same location and condition as
they were upon  commencement,  but the  foregoing  shall not include  removal of
cable or electrical installations.

6.       OPTION TO RENEW THE SUITE 505 LEASE

Subject to any prior  rights of first  refusal,  and provided the Tenant has not
been in  breach  of the  Lease,  and has  duly and  regularly  paid all rent and
performed the covenants  required  pursuant to this Lease, the Tenant shall have
the  option  to renew the Lease  with  respect  to the  Leased  Premises  for an
additional  term of a duration to be mutually agreed upon by Landlord and Tenant
within the time provided  below on the same terms and  conditions as this Lease,
subject to  reasonable  revision of lease  document to conform  with  Landlord's
current  lease form,  save only for the Basic Rent and  Additional  Rent and any
further  option to renew.  Tenant's  option  aforesaid  shall be  exercisable by
delivery of written  notice to the  Landlord not later than six (6) months prior
to the expiry of the current Lease term.  The Basic Rent for the renewal  period
shall be the fair  market  Basic  Rent for  comparable  premises  in  comparable
buildings, such amount to be agreed upon between the Parties on or before ninety
(90) days prior to the expiry date of the initial  term.  If the Parties  hereto
shall fail to agree upon the renewal  rent within such  limited  time,  then the
basic rent for the renewal term shall be determined by  arbitration  pursuant to
the  Arbitration Act of Ontario or any successor  legislation.  The Agreement of
Landlord  and Tenant in respect of the  duration  of the  Renewal  Term shall be
concluded  in  writing  not less than  three  months  prior to the expiry of the
current lease term, failing which there shall be no Renewal Term.

7.       ORIGINAL LEASE PROVISIONS

The following  provisions of Schedule B to the original lease shall not apply in
respect of Suite 505:

2(c) limitation on additional rent charges.
 
4 - Leasehold improvements
5 - Fixturing period
6 - Space Plan
10 - No restoration 
11 - Additional Space 
12, 13 - Lease Cancellation
14 - Renewal Option

SECTION II - SEVENTH FLOOR SPACE

1. The Landlord doth demise and lease unto the Tenant those  premises on the 7th
floor of the Building,  containing  approximately 8,844 rentable square feet, as
being more particularly  described in Schedule "A" attached hereto. The premises
demised by this  Section II are herein  referred  to and known as the "7th Floor
Space" .

To HAVE AND TO HOLD the  demised  premises  for and during the term of seven (7)
years and two months to be  computed  from the 1st day of  December,  1998,  and
thenceforth  next ensuing and fully to be completed and ended on the 31st day of
January, 2005.

2.  YIELDING  AND PAYING  THEREFOR  yearly  and every year  during the said term
(without  deduction or  defalcation  of any kind) as a rental unto the Landlord,
its successors and assigns, as hereinafter particularly set out:

(a) The basic  rental  for each  year of the term for the  Seventh  Floor  Space
commencing  December 1, 1998, and ending on January 31, 2005, based on $9.50 per
square foot per annum, shall be an annual basic rental of EIGHTY-FOUR  THOUSAND,
AND  EIGHTEEN  Dollars   ($84,018.)  and  shall  be  payable  in  equal  monthly
instalments of SEVEN THOUSAND AND ONE Dollars  ($7,001.50) and fifty cents each,
in advance,  on the first day of each and every  month,  in cash or by certified
cheque  payable at par at Toronto,  without  deductions or  defalcations  of any
kind.

3.       DEPOSIT

Tenant  acknowledges  receipt  of a deposit in the  amount of  $18,000.00  to be
applied on account of first and last month's rent and GST.

4. Tenant  acknowledges  having  inspected the Seventh Floor Space and agrees to
accept it "as is".

5.       ORIGINAL LEASE PROVISIONS

The following  provisions  of Schedule to the original  lease shall not apply in
respect of the Seventh Floor Space:

2(c) - limitation  on  additional  rent charges 
4 - Leasehold improvements
5 - Fixturing period
6 - Space Plan 
10 - No restoration
11 - Additional Space 
12, 13 - Lease Cancellation
14 - Renewal Option

6.       LEASE CANCELLATION PROVISION-Seventh Floor Space

(a) Tenant  shall have the right to  terminate  the Lease of the  Seventh  Floor
Space  as of  January  31,  2000,  or if  not  exercised,  on  every  successive
anniversary  date  during the  remaining  term of the Lease,  upon not less than
twelve months prior written notice to Landlord, and, in each case, together with
the  Termination  Payment  defined  below.  During the 12 months notice  period,
Tenant shall have the right to either continue to occupy the Seventh Floor Space
pursuant to the Lease,  or to vacate the premises  upon payment to Landlord of a
lump sum payment  equal to the gross rent for the period  commencing on the date
upon which they vacate  until the end of the 12 month notice  period,  following
which,  the Landlord  shall be free to lease the Seventh  Floor Space to another
party. Said payment is separate from and in addition to the Termination Payment

(b) "Termination  Payment". In consideration of the Tenants right of termination
aforesaid,  Landlord shall receive from Tenant not less than ninety day prior to
Tenant vacating the Seventh Floor Space, a termination  payment  equivalent to a
number  of  months  gross  rent as set out  below,  at the rate  payable  in the
particular  year ending on the date on which the termination  takes effect.  The
Termination  Payment  shall be for a number of months  gross rent on a declining
scale as set out below:

Termination  Date  Termination Payment  

January 31, 2000- 3 months  gross rent
January 31, 2001- 3 months  gross rent  
January 31, 2002- 2 months  gross rent
January 31, 2003- 2 months gross rent 
January 31, 2004- 1 months gross rent

SECTION III - TENTH Floor Space

1. The Landlord doth demise and lease unto the Tenant those premises on the 10th
floor of the Building,  containing  approximately  16,675  rentable square feet,
being more particularly  described in Schedule "A" attached hereto. The premises
demised by this Section III are herein  referred to and known as the "10th Floor
premises"

TO HAVE AND TO HOLD the  demised  premises  for and  during  the term of two (2)
years to be computed from the 1st day of May, 1998, and thenceforth next ensuing
and fully to be completed and ended on the 30th day of April 2000.

2.  YIELDING  AND PAYING  THEREFOR  yearly  and every year  during the said term
(without  deduction or  defalcation  of any kind) as a rental unto the Landlord,
its successors and assigns, as hereinafter particularly set out:

(a) The basic  rental for the first year of the term for the TENTH  Floor  Space
commencing May 1, 1998, and ending on April 30, 1999, based on $11.00 per square
foot per annum,  shall be an annual basic rental of ONE HUNDRED and EIGHTY-THREE
THOUSAND,  FOUR  HUNDRED  and  TWENTY-FIVE  Dollars  ($183,425.00)  and shall be
payable in equal  monthly  instalments  of FIFTEEN  THOUSAND,  TWO  HUNDRED  and
EIGHTY-FIVE Dollars  ($15,285.42)  Dollars and Forty-two cents each, in advance,
on the first day of each and every month, in cash or by certified cheque payable
at par at Toronto, without deductions or defalcations of any kind.

(b) The basic  rental for the second  year of the term for the Tenth Floor Space
commencing May 1, 1999, and ending on April 30, 2000, based on $12.00 per square
foot per annum,  shall be an annual  basic rental of TWO HUNDRED  THOUSAND,  ONE
HUNDRED Dollars ($200,100.00) and shall be payable in equal monthly instalments,
of SIXTEEN THOUSAND,  SIX HUNDRED AND SEVENTY-FIVE  Dollars ($16,675.00) Dollars
each,  in  advance,  on the  first day of each and  every  month,  in cash or by
certified cheque payable at par at Toronto,  without  deductions or defalcations
of any kind.

3.       DEPOSIT

Tenant  acknowledges  receipt  of a deposit in the  amount of  $34,197.68  to be
applied on account of first and last month's rent and GST.

4.  Tenant  acknowledges  having  inspected  the Tenth Floor Space and agrees to
accept it "as is" .

5. In addition to, and without  limiting the  provisions of the original  lease,
Tenant  agrees that upon  termination  of the lease of the 10th floor space,  it
shall deliver up the said 10th floor space to Landlord in the same  condition as
upon commencement of its lease therein, including specifically,  that all walls,
partitions,  plumbing  and  other  leasehold  improvements  shall be in the same
location and condition as they were upon  commencement,  but the foregoing shall
not include removal of cable or electrical installations.

6.       OPTION TO RENEW THE 10th FLOOR SPACE

Subject to any prior  rights of first  refusal,  and provided the Tenant has not
been in  breach  of the  Lease,  and has  duly  and  regularly  paid a rent  and
performed the covenants  required  pursuant to this Lease, the Tenant shall have
the  option  to renew the Lease  with  respect  to the  Leased  Premises  for an
additional  term of a duration to be mutually agreed upon by Landlord and Tenant
on the same terms and conditions as this Lease,  subject to reasonable  revision
of lease document to conform with  Landlord's  current lease form, and save only
for the Basic Rent and Additional Rent and any further option to renew. Tenant's
option  aforesaid  shall be  exercisable  by delivery  of written  notice to the
Landlord not later than six (6) months prior to the expiry of the current  Lease
term.  The Basic Rent for the renewal period shall be the fair market Basic Rent
for comparable premises in comparable  buildings,  such amount to be agreed upon
between  the  Parties on or before  ninety (90) days prior to the expiry date of
the initial  term.  If the Parties  hereto  shall fail to agree upon the renewal
rent within such limited time, then the basic rent for the renewal term shall be
determined  by  arbitration  pursuant to the  Arbitration  Act of Ontario or any
successor  legislation.  The  Agreement of Landlord and Tenant in respect of the
duration of the Renewal  Term shall be  concluded in writing not less than three
months prior to the expiry of the current lease term,  failing which there shall
be no Renewal Term.

7.       ORIGINAL LEASE PROVISIONS

The following  provisions of Schedule B to the original lease shall not apply in
respect of Suite 505:

2(c) - limitation on additional rent charges
4 - Leasehold improvements
5 - Fixturing period
6 - Space Plan 
10 - No restoration 
11 - Additional Space 
12, 13 - Lease Cancellation
14 - Renewal Option

6.       OPTION TO EXTEND

The  Tenant  shall  have the right on one  occasion,  anytime  during  the first
eighteen  months of the term, by written  notice (the "Notice of  Extension") to
the Landlord, to extend the term of the Lease beyond the expiry date, upon terms
and conditions to be mutually agreed upon by both parties acting reasonably.  If
the Parties hereto shall fail to agree upon the duration of the Renewal Term and
all other terms and  conditions  thereof  within 90 days of the  delivery of the
Notice of Extension then there shall be no Renewal Term.

SECTION IV - GENERAL PROVISIONS

The following provisions apply in respect of all space in the Building leased by
the Tenant:

1.  It is  acknowledged  and  agreed  that  in all  other  respects,  all of the
covenants,  obligations, terms and provisions as contained in the original lease
as amended, shall remain in full force and effect, and shall apply to Suite 505,
the Seventh Floor Space and the 10th Floor Space,  save and except as amended by
this Agreement and save and except for any Landlord's  work or right of renewal,
and the Tenant hereby  acknowledges that the Landlord is in full compliance with
all of its obligations under the original lease, as amended,  and that it has no
claims to the Landlord for repairs or any other matter.

2. For greater clarity, a summary of space rented and rent payable by Tenant for
all space in the building is attached as Schedule "A". Tenant acknowledges that,
notwithstanding the allocation of various rental rates and provisions to various
spaces hereunder,  it is agreed that Landlord has the right to apply any amounts
received  from Tenant in payment of any  balances  due to Landlord in respect of
any space in the  Building,  and that any  default  by Tenant in  respect of any
space shall entitle  Landlord to exercise its remedies  against all of the space
leased  by Tenant  or,  at  Landlord's  option  against  any one or more of such
spaces.

3. This Agreement  shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.

IN WITNESS WHEREOF,  the parties hereto have hereunto caused to be affixed their
corporate  seals duly attested by the hands of their proper signing  officers as
of the date first above written.

SIGNED, SEALED and DELIVERED in the presence of:

ORFUS INVESTMENTS
per:  /s/Elaine Orfus

SAVILLE SYSTEMS CANADA LTD.
per:  /s/Christopher A. Hanson


<PAGE>



                                  SCHEDULE "A"

SPACE          RENTABLE SQUARE                     TERM                  RENT
                       FOOTAGE
6th Floor               16,675         To Jan. 31, 2005          per Par 2(k)
5th Floor                7,646         To Jan. 31, 2005          per Par 2(k)
Suite 505                2,673         To Feb. 14, 1999             10.50/ft.
7th Floor                8,844         To Jan. 31, 2005              9.50/ft.
10th Floor              16,675        To April 30, 2000    11.00/ft. 1st year
                                                           12.00/ft. 2nd year
Total                   52,760



<PAGE>


                                  SCHEDULE "D"

THIS INDENTURE OF AGREEMENT
made this 1st day of April, 1998

BETWEEN:

ORFUS INVESTMENTS,  a Partnership registered under the Partnership  Registration
Act of Ontario,

(hereinafter called the "Landlord"),

OF THE FIRST PART,  -and 

SAVILLE SYSTEMS CANADA LTD., a company  incorporated  under laws of the Province
of Ontario,

(hereinafter called the "Tenant"),

OF THE SECOND PART,

WHEREAS by a Lease made on the 25th day of November,  1994 (hereinafter referred
to as the "original lease") the Landlord did lease to the Tenant, those premises
located in the Town of  Markham,  in the  Regional  Municipality  of York in the
Province  of  Ontario,  and being  part of a building  municipally  known as 625
Cochrane  Road (the  "Building"),  which  premises are described in the original
lease to consist of an area of approximately  16,675 rentable square feet on the
sixth  (6th) floor and an  additional  2,951  rentable  square feet on the fifth
(5th) floor, for a term of ten (10) years commencing February 1, 1995 and ending
January 31, 2005;

AND WHEREAS by Indenture of Agreement  dated January,  1996, the  measurement of
the above  described  2,951  rentable  square  foot space on the fifth floor was
revised to 3,343  rentable,  square feet and an additional  4,303 square feet on
the 5th floor was added to the leased  premises,  so that the  aggregate  square
footage of the leased  premises was confirmed at that time to be 24,321 rentable
square feet.

AND WHEREAS, by Offer to Amend Existing Lease dated January 14, 1998, the Tenant
agreed to lease an additional  2,673 rentable  square feet on the 5th floor from
the Landlord upon terms and conditions as hereinafter set out ("the Suite 505")

AND WHEREAS,  by offer to amend  existing  lease dated June 20, 1997, the Tenant
agreed to lease an additional  8,844 rentable  square feet on the 7th floor from
the Landlord  upon terms and  conditions  as  hereinafter  set out ("the Seventh
Floor Space")

AND WHEREAS,  by offer to amend  existing lease dated March 26, 1998, the Tenant
agreed to lease an additional 16,675 rentable square feet on the 10th floor from
the Landlord upon terms and conditions as hereinafter  set out ("the Tenth Floor
Space")

NOW THEREFORE WITNESSETH that in consideration of mutual promises and other good
and valuable  consideration,  and the sum of TWO ($2.00) DOLLARS now paid by the
Tenant  to the  Landlord  (the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the parties hereto) the parties hereto hereby agree as follows:

1.   Commencing  February 1, 1996 and  henceforth,  until the end of the term of
     the original lease,  the Premises as defined in the original lease shall be
     expanded  to include the  additional  space of 3,912  useable,  being 4,303
     rentable square feet on the fifth floor, (the "Expansion Premises"), at the
     same  rental rate per  rentable  square  foot,  and upon the same terms and
     conditions as set out in the original lease.
2.   Landlord  and Tenant  each  acknowledge  that the  original  lease shall be
     deemed  amended from the  Commencement  Date to reflect the correct  square
     foot measurements as set out in the recitals above. For greater clarity, it
     is confirmed  that together with the expansion  Premises,  the total square
     footage of the leased  premises is 22,812  useable,  being 24,321  rentable
     square feet.  The  Landlord  agrees to provide  Tenant with an  Architect's
     Certificate  confirming the total square footage of the Leased  Premises in
     accordance  with  this  Section.  No rent  shall  be paid or  owing  to the
     Landlord  for  the  adjusted  square  footage  until  such  Certificate  is
     provided.
3.   Landlord  shall  finish  the  Expansion  Premises  upon the  same  terms as
     provided for Leasehold Improvements in paragraph 11B of Schedule "B" in the
     original Lease.
4.   It is  acknowledged  and  agreed  that in all  other  respects,  all of the
     covenants,  obligations,  terms and provisions as contained in the original
     lease shall remain the same,  and the Tenant hereby  acknowledges  that the
     Landlord is in full compliance with all of its obligations  under the Lease
     and that it has no claims to the Landlord for repairs or any other matter.
5.   This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF,  the parties hereto have hereunto caused to be affixed their
corporate seals duly attested by the ands of their proper signing officers as of
the date first above written.

SIGNED, SEALED AND DELIVERED in the presence of:

ORFUS INVESTMENTS
per:  /s/Elaine Orfus

SAVILLE SYSTEMS CANADA, LTD.
per:  /s/Marc J. Venator, CFO
January 11, 1996

per:  /s/Jane Lewchuk
January 11, 1996



<PAGE>



                                  SCHEDULE "E"

                                 OFFER TO LEASE
                                      (ICI)



To       MONARCH CONSTRUCTION LIMITED (Lessor)
WE       SAVILLE SYSTEMS CANADA LTD.  (Lessee)

hereby offer to lease through CB Richard Ellis Limited ("Broker"),  the premises
known  municipally  as (See  Schedule  "A"),  in the Town of Markham  comprising
approximately  110,000  rentable square feet, more or less for a term of fifteen
(15) years from  August 1, 2000  ("Commencement  Date") to July 31,  2015,  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.

Cheque or letter of credit in the amount of $250,000.00 as a deposit  payable to
the Broker in trust for the Lessor,  is due upon  execution of the lease by both
parties  and is to be  credited  together  with  interest  on  account of rental
payments as they first  become  due.  The Lease shall be drawn by the Lessor and
executed  by the  Lessee  and to  Lessor  forthwith  subject  to  amendments  as
negotiated  between  the  Lessors  and  the  Lessee's  Solicitors,  both  acting
reasonably.

The Premises are to be used for general office purpose and any similar other use
permitted by municipal by-laws.

IT IS UNDERSTOOD AND AGREED that

SCHEDULES "A", "B", "C", "D" AND "E" AND RIDER #1 ATTACHED  HERETO SHALL BE READ
WITH AND FORM A PART OF THIS OFFER TO LEASE ........

THIS COUNTER OFFER shall be  irrevocable  by the Lessee until 5:00 (p.m.) on the
26th day of November, 1998 after which time if not accepted, this Offer shall be
null and void and all  deposit  monies  paid by the  Lessee  hereunder  shall be
refunded without any interest or deduction whatsoever.

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 Boston/Edmonton this 25th day of November, 1998.

SIGNED,  SEALED AND DELIVERED IN WITNESS whereof I have hereunto set my hand and
seal: in the presence of 

/s/ Lisa Miller 
Witness

I have authority to bind the Company
SAVILLE SYSTEMS CANADA, LTD.
/s/ Christopher A. Hanson
Lessee

/s/Jane Lewchuk
Lessee

WE hereby accept the above Offer and agree with the above named Broker to pay in
consideration of procuring this Offer a commission of as per 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 to 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 Toronto this 26th day of November, 1998

SIGNED,  SEALED AND DELIVERED IN WITNESS whereof I have hereunto set my hand and
seal:
in the presence of
/s/Alan P. MacKenzie
Witness

I have authority to bind the Company 

MONARCH CONSTRUCTION LIMITED 

/s/Brian Johnston
Lessor

/s/David George
Lessor



<PAGE>



                                  SCHEDULE "A"

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

MONARCH CONSTRUCTION LIMITED (LESSOR) AND SAVILLE SYSTEMS CANADA LTD. (LESSEE)

1. BUILDING

The Lessor agrees to construct,  at its expense, an eight storey office building
(the  "Building")  containing a total  rentable  area of  approximately  196,166
square feet, subject to final measurement certified by the Lessor's architect in
a first  class  manner in  accordance  with  sound  engineering  practices,  the
provisions of this Offer,  and in  accordance  with all  prevailing  government,
building and fire code regulation.

The  Building  will be  constructed  and  situated  on part of a 10.69 acre site
located on the south side of Commerce  Valley  Drive East  Markham  (the 'Site")
legally  described and as indicated on the preliminary site plan attached hereto
as Schedule "B".

The Building will have typical  floors having a minimum  rentable  floor area of
approximately  25,920 square feet subject to agreement between the parties as to
the final design and specifications of the Building.

All fees,  permits and costs  associated with the design and construction of the
Building shall be the sole responsibility of the Lessor.

2. BUILDING DESIGN AND CONSTRUCTION

The Lessor agrees to construct the Building substantially in accordance with the
Lessee's  specifications  attached  hereto as  Schedule  "C"  subject to further
modification to be mutually agreed upon.

The  Lessor  agrees  to  co-operate  fully  with the  Lessee  or its  designated
consultant(s),  acting reasonably, for the purposes of finalizing the design and
specifications of the Building.

The parties agree that the conceptual design and  specifications of the Building
shall be finalized no later than  December 22, 1998.  Lessor agrees to provide a
full set of final construction  drawings to Lessee on finalization of the permit
application drawings of the Building.

3. CONSTRUCTION SCHEDULE, PROGRESS REPORTS AND INSPECTION

a)  Contemporaneously  with the execution of the Lease, the Lessor shall deliver
to the Lessee a construction  schedule indicating the construction  sequence and
time  requirements  for  completion of the Building and such  schedule  shall be
revised from time to time as required during the progress of  construction.  The
Lessor shall submit periodic reports of the progress of construction to
 the Lessee's designated representative.

b) The  Lessee  shall  have the  right at all  reasonable  times  during  normal
business  hours until the  Commencement  Date  through the  Lessor's  designated
representative, to inspect and examine the work or construction, the standard of
workmanship  employed and the materials used in the  construction,  erection and
installation of the Building, provided however, that the Lessee's representative
shall be on the  lands at his or her own risk and shall  not  interfere  with or
obstruct the Lessor or its  contractors  in their  respective  operations on the
lands.

c) The  provision  of the schedule and  revisions  thereto and progress  reports
pursuant  to  subsection  (1) and the  making of  inspections  and  examinations
pursuant to  subsection  (2) shall not  constitute  or be deemed to constitute a
waiver of any of the obligations of the Lessor to design,  construct,  erect and
install the Building as provided in this Offer.

4. BUILDING COMPLETION

Provided   that  the  parties  have   finalized   the   conceptual   design  and
specifications  of the  Building  by  December  22,  1998 the  Lessee  agrees to
commence  construction  of the  Building  no  later  than  June 1,  1999  and to
diligently  pursue  the  construction  of  the  Building  in  accordance  with a
construction schedule to form part of the design and specifications,  The Lessor
shall  complete the Building such that the Lessee's  fixturing work may commence
by no later than April 1, 2000, subject to force majeure.

For the purpose of this Offer and the Lease,  the  obligations  of the Lessor to
design and  construct  the Building may be subject to delays  caused by the act,
neglect,  delay or default of the Lessee or its agents or contractors,  strikes,
lock-outs,  fire  or  other  damage  or  destruction  of  the  Building  or  any
substantial  part thereof,  adverse weather  conditions or other cause or causes
relative to the  construction  of the Building  beyond the control of the Lessor
(each of which events is herein referred to as force majeure),  but not relating
to the Lessor's  financial  capacity or resulting  from its negligence or wilful
act or default.

In the event of an occurrence of force majeure,  the Lessor shall promptly,  but
in any event no later than five (5) days after the  occurrence  thereof comes to
the attention of the Lessor, give written notice to the Lessee of the occurrence
and of the Lessor's  estimate of the length of delay  resulting  therefrom.  The
time for completion of construction of the Building shall be extended so long as
the force  majeure  occurrence  shall  subsist  which shall include not only the
length  of time  that  the  event  causing  force  majeure  subsists  but also a
reasonable  amount  of time in  respect  of  delays  caused  thereby,  resulting
therefrom or relating thereto.

Substantial  completion of the Building for the purposes of, and as used in this
Offer to Lease,  shall be deemed to have occurred once the Lessor and the Lessee
have agreed or the designated  consultant (the "Designated  Consultant")  acting
reasonably in good faith and without  delay has  certified  have agreed that the
Building is  sufficiently  completed for the Lessee to commence  construction of
its  leasehold  improvements  with  immediate  and  continuous  access  to allow
construction of the Lessee's improvements,  including the full use of driveways,
elevators  and loading  docks.  Final  completion  of the Building by the Lessor
shall occur no later than 15 days prior to the Commencement Date.

The Lessor and Lessee  hereby agree to fully  co-operate  with each other and to
co-ordinate  their efforts for the  completion of their  respective  work in the
Building.

In the event that the Lessor  does not  substantially  or finally  complete  the
Building as provided for herein then all dates  contained in this Offer to Lease
shall be delayed by the same number of days that substantial or final completion
of the  Building  is  delayed.  Save and  except for delays as a result of force
majeure,  Lessor shall indemnify and save harmless Lessee from all costs, claims
and  liabilities,  howsoever  arising by reason of the delay in the Commencement
Date by the Lessor  pursuant to this Offer to Lease.  The  parties  agree that a
genuine  pre-estimate  of such costs,  claims and  liabilities to be paid to the
Lessee by the Lessor  shall be the  aggregate  of:  firstly,  the amounts of all
rental payments due by the Lessee under its existing leases as more particularly
set out in paragraph 31, and  secondly,  an increase in the Net Rent Free Period
set out in  paragraph  11 by one day for each day of such delay for the first 30
days:  an  increase  by two days for each day of such delay for the next 30 days
and an increase by three days for each day of such delay thereafter. And further
provided  that, if the  Commencement  Date has been delayed 90 days,  the Lessee
may, at its sole  option,  terminate  this Offer to Lease and the Lease and this
Offer to Lease  shall be  terminated  and the  Deposit  shall be returned to the
Lessee and the  parties  shall have no further  obligation  to each  other.  The
Lessee  shall  not be  liable  to  the  Lessor  for  repayment  of any  Tenant's
Improvement  Allowance  paid or  accrued  payable  if this  Offer  to  Lease  is
terminated pursuant to this paragraph.

5. INSURANCE

The Lessor shall obtain at its cost all risk insurance for the full  replacement
value of the Building during the period of construction and until completion.

6. NOTICE OF SUBSTANTIAL COMPLETION / OCCUPANCY PERMIT

Forthwith  upon  substantial  completion,  the Lessor shall give written  notice
("Notice  of  Substantial  Completion")  to that  effect  to the  Lessee.  If an
occupancy permit is required by the municipality,  the Lessor shall use its best
efforts to obtain such permit forthwith.


7. AS-BUILT DRAWINGS

The Lessor shall deliver to the Lessee with the Notice of Substantial Completion
of the  Building,  a set of "as  built"  plans and  specifications  including  a
drawing showing the location of all concealed or buried  mechanical,  electrical
and equipment services.

8. PREMISES

The Premises  shall  comprise of  approximately  110,000 square feet of rentable
area comprising the entire fifth (5th),  sixth (6th),  seventh (7th') and eighth
(8th)  floors  and part of the  fourth  (4th) and ground  floors  (the  "Initial
Premises") subject to actual measurement in accordance with the current B.O.M.A.
standard method of measuring floor area in office  buildings.  The Lessor agrees
to provide the Lessee with an architect's  certificate for the Initial  Premises
on or before the Commencement Date.

9. LEASE

The Lease shall be drawn on the  Lessor's  standard  form but will be  otherwise
subject to the terms herein and otherwise to the reasonable  satisfaction of the
Lessee and its solicitors. 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 non-financial  amendments as may be reasonably  requested by the
Lessee  and  Lessor in  consultation  with their  solicitors.  The Lessor  shall
deliver to the Lessee the Lessor's  standard  form of lease,  incorporating  the
provisions  of this Offer,  within five (5) days of  acceptance of this offer by
both parties.  The Lease shall contain the Lessor's  representation and warranty
that it is the registered beneficial owner of the Lands and the Building will be
constructed  as provided  for herein,  that the Lands and  Building are zoned to
permit  the  uses as  contemplated  hereby,  and  that  the same are free of any
hazardous  substances and in compliance with all environmental laws, by-laws and
regulations.  Lessee  agrees to abide by all the  terms of the  Lease  except as
amended by this Offer,  or other changes  mutually  agreed to by both parties as
described herein. The provisions of this Offer to Lease shall not merge with the
execution and delivery of the Lease.

This Offer to Lease shall be conditional  for a period of thirty (30) days after
acceptance  hereof upon both parties  agreeing to all the terms of the Lease for
the Premises.  If the parties  cannot agree upon the final form of lease for the
Initial Premises within the thirty (30) day conditional  period described above,
then this Offer to Lease shall become null and void.

In the event that this Offer to Lease  becomes null and void as provided in this
paragraph,  the Lessee agrees to reimburse the Lessor for fifty percent (50%) of
reasonable  out-of-pocket  expenses  associated  with work in  progress  up to a
maximum of Twenty-Five Thousand Dollars ($25,000.00)

10. NET RENT

The Lessee shall pay to the Lessor the  following net rent ("Net Rent") in equal
monthly  instalments  in advance on the first day of each calendar  month at the
rate of:

August 1, 2000 - July" 31,  2005  $18.50 per square  foot of  rentable  area per
annum

August 1, 2005 - July" 31,  2010  $21.50 per square  foot of  rentable  area per
annum

August 1, 2010 - July" 31,  2015  $25.00 per square  foot of  rentable  area per
annum

11. NET RENT FREE PERIOD

The Tenant  shall be permitted to occupy the Premises for the first month of the
lease term  without  the  obligation  to pay Net Rent ("Net Rent Free  Period").
During this Net Rent Free Period the Tenant  shall pay all  Additional  Rent for
the  Premises and all other terms and  conditions  of the Lease shall be in full
force and effect.

12. ADDITIONAL RENT

In  addition  to the above Net Rent a  proportionate  share of costs  reasonably
applicable  to the  Premises  all as more  particularly  outlined  in the Lease,
including  but not  limited  to realty  taxes,  operating  expenses  and  hydro,
directly applicable to the Premises,  unless separately metered, will be paid by
the Lessee in equal monthly instalments as additional rent, and shall be subject
to escalation from time to time throughout the term of the Lease as provided for
herein.

Notwithstanding  the foregoing,  increases in operating  expenses,  if any, from
year to year shall not exceed the increase in the consumer  price index for that
year, unless separately agreed to by the Lessor and Lessee.

Furthermore,  the Lessee shall not pay any Capital Tax or Large  Corporation Tax
on capital costs, which may form part of Additional Rent.

The  Lessee  agrees to pay a  management  fee to the  Lessor  equal to ten (10%)
percent of the total of realty  taxes,  hydro  (unless paid directly by Lessee),
and operating expenses (excluding the management fee).

In the event that the Lessor  requires the  installation  of separate meters for
any  utilities,  then the same shall be  installed at the expense of the Lessor,
and all utility costs which are  separately  metered shall not be subject to any
management fees.

The Landlord's current estimate for Additional Rent,  including management fees,
in 2000 is Eleven dollars and Fifty-Four Cents ($11.54).

13. AUDIT OF ADDITIONAL RENT

The Lessor  shall  provide  annually  to the  Lessee,  an audited  statement  of
Additional  Rent  within  ninety (90) days of the fiscal year end of the Lessor.
Said  statement  shall be completed by an  independent  chartered  accountant or
other qualified  financial person.  The Lessee or the Lessor as the case may be,
shall forthwith upon receipt of such statement  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.  If the Lessor or Lessee  disputes the accuracy
of the statement, it shall deliver notice of dispute to the other within 10 days
of receipt of such  statement.  On delivery of such  notice,  the Lessor and the
Lessee  shall  diligently  work to resolve such  dispute,  failing  which,  such
dispute  shall be subject to  arbitration.  If the  Lessor  owes  payment to the
Lessee on the basis of such  statement  and fails to either make such payment or
deliver a notice of dispute,  Lessee  shall have the right to set off the amount
of such payment against amounts next coming due under the Lease.

14. LEASEHOLD IMPROVEMENT ALLOWANCE

As an inducement to the Lessee to enter into a lease  agreement with the Lessor,
the Lessor agrees to provide the Lessee with a leasehold improvement  allowance,
the "Leasehold  Improvement  Allowance" equal to a value of twenty-five  dollars
($25.00) plus G.S.T.  per rentable square foot for the Initial  Premises and 1st
expansion space and 2nd expansion  space,  if applicable.  The Lessor shall make
drawdown payment as directed by the Lessee within 15 days of receipt of invoices
from the  Lessee.  Partial  draw down will occur for the  Leasehold  Improvement
Allowance  based on  fixturing  work  completed  and on Lessee's  architects  or
engineers written  certification,  less proper holdbacks and construction liens,
if any. In the event that less than  twenty-five  dollars  ($25.00) per rentable
square foot is used  towards such  improvements,  then the  difference  shall be
applied towards Net Rent reduction (based on 10% interest) over the entire term.

There shall be no  administrative  overhead or profit  charged by the Lessor for
the improvements or alterations  performed during either the fixturing period or
the term of the Lease, provided that the work is not completed by the Lessor.

All plans and specifications  pertaining to the Lessee's fixturing work shall be
subject to the prior review and written approval of the Lessor, not unreasonably
withheld or delayed.  The Lessee shall provide the Lessor with copies of the "as
built"  drawings of the Lessee's  fixturing  work on or before  ninety (90) days
after the Commencement Date.

15. SPACE PLAN

The Lessor agrees to provide the Lessee with a space plan allowance equal to ten
cents ($0.10) plus G. S.T. per rentable square foot of the Initial Premises, and
1st expansion  space and 2nd expansion  space payable  within  fifteen (15) days
after receipt of invoices from the Lessee or its consultant.

16. FIXTURING PERIOD

Upon substantial completion of the Building, the Lessee will be permitted access
to the  Initial  Premises  for a period of not less than one  hundred and twenty
(120) days in order to commence installation of its Leasehold improvements. Each
of the Lessor and the Lessee  agrees to  co-operate  with the other so as not to
interfere with completion of each other's Work.  During such fixturing period by
the Lessee,  no Net Rent or Additional  Rent shall be payable prior to the Lease
Commencement, however all other terms of the Lease shall be in effect.

17. INITIAL PREMISES EXPANSION

At any time prior to October 1, 1999 and prior to the Lessor  accepting  an arms
length  Offer to Lease for any or all of the 2nd , 3rd or the balance of the 4th
floor,  the Lessee shall have the right to amend the Lease to add the balance of
4th floor to the "Initial  Premises"  under the same terms and conditions as are
set forth in this Offer and as reflected in the Lease,  at which time the "First
Option to Lease" referred to in clause 18 of this Offer and  correspondingly  in
the Lease shall then refer to the entire 3rd floor instead of the balance of the
4th  floor,  and the  "Second  Option to  Lease",  clause  19 of this  Offer and
correspondingly  in the Lease shall refer to the entire 2nd floor instead of the
3rd floor.

18. FIRST OPTION TO LEASE

The Lessee  shall  have the Option to lease the  balance of the 4th floor of the
Building (the "1st expansion  space") prior to December 31, 2001 and terminating
co-terminus  with the lease of the Initial  Premises.  The Lessee shall  provide
written  notice no later than June 30, 2001 of its intent to exercise its Option
to Lease the balance of the 4th floor from a  commencement  date to be specified
in such  notice.  The terms and  conditions  of the lease for the 1st  expansion
space shall be the same as those for the Initial Premises.

19. SECOND OPTION TO LEASE

The Lessee  shall have the one time  Option to lease the entire 3rd floor of the
Building (the "2nd expansion  space") beginning at the commencement of the sixth
year of the term and  terminating  co-terminus  with  the  lease of the  Initial
Premises. The Lessee shall provide written notice no later than six months prior
to the  commencement of the sixth year of the term of its intent to exercise its
Option to Lease the 3rd floor. The terms and conditions of the lease for the 2nd
expansion  space  shall be the same as those for the Initial  Premises  save and
except the Net Rent which shall be as follows:

Years 6-10        $21.50 per square foot per annum
Years 11-15       $25.00 per square foot per annum

20. PARKING

The Lessor agrees to provide the Lessee with unreserved surface,  under building
and deck parking spaces at the ratio of five (5) cars per one thousand  rentable
square feet leased for the term of the Lease and any renewals thereof rent free.

Within  fifteen (15) days of acceptance  hereof the Lessee,  at its option,  may
elect to increase the parking ratio from five (5) to seven (7) cars per thousand
square feet leased for the term of the lease and any renewals thereof by written
notice to the Lessor.  Should the Lessee elect to increase the parking  ratio as
contemplated  herein then the Tenant agrees to pay one hundred dollars ($100.00)
per space per month for the  additional  two (2) cars per one  thousand  (1,000)
rentable square feet leased.

21. DEPOSIT

It is understood and agreed by the Lessor and the Lessee that the deposit cheque
will not be certified or  deposited  in the Broker's  Real Estate Trust  Account
until the Lease has been executed by both parties. Upon same occurring,  Deposit
shall be placed in a term  deposit,  interest  to accrue to the  benefit  of the
Lessee  until  the  Commencement  Date.  The  Lessee  shall  have  the  right to
substitute  an  unconditional  letter of credit  drawn on a  Schedule I Canadian
chartered bank as deposit.  Such letter of credit to be in a form  acceptable to
Lessor, acting reasonably.

22. OPTION TO TERMINATE

Notwithstanding  anything  contained in the Lease to the contrary,  and provided
Saville Systems Canada Ltd. or an affiliate or a corporation  that purchased all
or  substantially  all of  the  business  of  Saville  Systems  Canada  Ltd.  (a
"Permitted  Transferee")  is carrying on business in the Initial  Premises,  the
Lessee shall have the right to terminate  the Lease as of July 31, 2010 upon not
less than nine (9) months prior  written  notice to the Lessor.  During the nine
(9) 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 which latter event, the Lessee shall surrender the Premises to the Lessor.

In the event the Lessee  exercises  the right to terminate  its Lease as of July
31, 2010 in the manner described  above,  then the Lessor shall receive from the
Lessee thirty (30) days prior to the end of the tenth (10th) year of the term, a
sum equivalent to eight (8) months gross rent due in respect of the Premises and
all Expansion  Premises then leased hereunder in the eleventh (11th) year of the
lease.


23. OPTION TO RENEW

Provided the Lessee is Saville  Systems  Canada Ltd. or a Permitted  Transferee,
and is not then in material  default under the Lease,  either in payment of rent
or  observance of the  covenants  therein,  the Lessee shall have two Options to
renew the Lease for two (2) further terms of five (5) years each upon giving the
Lessor at least  twelve  (12)  months'  notice  prior to the  expiration  of the
initial term or first  renewal term of the exercise of such right subject to the
same  provisions  as are  contained  in the Lease  except that during the second
renewal,  there shall be no further right of renewal,  the rent for the extended
term (the "New  Annual Net  Rent")  shall be the then fair  market  rent for the
Leased Premises having regard to improvement  allowance,  turnkey  package,  the
quality of the existing leasehold  improvements and/or cash inducements given by
Lessors to achieve such rent which rent shall be  negotiated  between the Lessor
and the Lessee at that time. Further,  the New Annual Net Rent shall have regard
for prevailing rental rates for similar space in comparable buildings within the
market, within the vicinity of the Premises.

In the event that the parties cannot arrive at a mutually agreed upon New Annual
Net Rent for the Leased 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  commercial  office leasing real estate brokers (the "Three
Experts") at least thirty (30) days prior to the  expiration  of the Lease Term,
which  Three  Experts  shall be familiar  with  rental  rates in the area of the
Leased  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 of whom shall be appointed by the Lessee
(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 Net 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  Lessee.  During  any
arbitration,  the Lessee may remain in the Leased 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 be at the same rate as the annual  Net Rent  payable  during the
last year of the Term until the final  determination  of New Annual Net Rent has
been made, whereupon there will be a retroactive adjustment.


24. RIGHT TO SUB-LEASE

The  Lessee,  when not in  material  default  shall have the right to assign the
Lease or sublet the Premises in whole or in part at any time or times during the
Lease  term or  renewal  thereof  provided  it has the  Lessor's  prior  written
consent, which consent is not to be unreasonably withheld or delayed. No consent
should be required to a sub-lease or assignment to a Permitted Transferee. There
shall be no change of  control  restriction  in the  Lease.  Notwithstanding  an
assignment,  the Lessee will be jointly and  severally  liable with the assignee
under  the  Lease  and will not be  released  from  performing  its  obligations
hereunder.

25. ALTERATIONS AND INSTALLATIONS

The Lessee shall have the right to make alterations and installations at its own
expense from time to time during the Lease term or any renewal  thereof  subject
to the Landlord's approval which shall not be unreasonably withheld or delayed.

26. SIGNAGE

Lessee shall have the sole,  exclusive right to install  roof-top signage at its
sole expense.  In addition,  the Lessee shall be entitled to install at its sole
cost and expense such additional installations on the roof as it may require for
the purposes of its business, signage on the exterior of the Building indicating
where its premises are located, and such other corporate  identification signage
as it may require.  At the Tenant's option,  the Building shall be identified as
the "Saville"  Building.  Such signage shall be subject to the prior approval of
the Lessor,  not be unreasonably  withheld or delayed,  as to size and manner of
installation.  All costs in  conjunction  with the  maintenance  of the Lessee's
signage shall be paid for by the Lessee. All signage shall be in compliance with
all  regulatory  requirements  affecting  the same.  Lessee shall be entitled to
replace such  signage  from time to time.  If requested by the Lessor in writing
upon  expiry of the Lease,  the Tenant  shall  remove all such  signage  and any
additional  installations on the roof at its own expense and shall make good any
damage caused to the Initial Premises or Building by such removal.

In addition,  the Lessor, at its own expense,  agrees to erect a pylon or ground
mounted  sign (the  "sign")  in front of the  Building  denoting  the  tenancies
therein.  The Lessee shall be granted a prominent position on the sign and shall
be permitted to install, at its expense,  its corporate  identification  thereon
subject to the reasonable approval the Lessor.

27. IDENTIFICATION

The Lessor shall provide the Lessee with identification  posted on any directory
boards in the Building  denoting  tenancies.  The Lessor will provide the Lessee
with the building  standard  signage on or beside  entrance doors as provided by
the Lessor. Building standard signage and identification are at Lessor's cost.

28. NO MAKE GOOD

On  termination  of the lease,  the Lessee  shall not be required to restore the
Initial  Premises or any expansion or  additional  premises to the original base
building  standard or original  condition at the  Commencement  Date-, but shall
leave the Premises in good working order in a clean and broom-swept condition.

29. BUILDING ACCESS

Except in cases of  emergency,  the  Lessor  agrees to provide  the Lessee  with
access  to the  Building  an a  twenty-four  hour  basis,  seven (7) days a week
through  the  main  lobbies  and  entrances  as well  as  parking  lots  and all
elevators.

30. RIGHT OF FIRST REFUSAL

Subject  to  the  Lessee  in  its  sole  discretion  agreeing  to an  acceptable
alternative  arrangement  during the 30 day lease negotiation  period,  provided
that the Lessee is not in material default,  then after acceptance of this Offer
and throughout the Term, the Lessee shall have an ongoing Right of First Refusal
("ROFR") to lease additional space which becomes available in the Building. Such
additional  space shall only be occupied  pursuant to an arm's  length  Offer to
Lease.

Should the Lessor receive an arms length Offer to Lease (the "Offer") that it is
prepared to accept, then the Lessee shall be given written notice of said Offer,
accompanied by a copy of the Offer,  and the Lessee shall have five (5) business
days to advise  the  Lessor  that it will lease said space on the same terms and
conditions,  failing  which the ROFR shall be null and void and the Lessor shall
be free to proceed to lease the space to the other  prospective  Lessee pursuant
to the terms of the Offer.

Should the Lessee exercise this ROFR

a) the Lease  shall be  amended  to  include  said ROFR space and the ROFR space
shall become part of the Premises and subject to the provisions of the Lease;

b)  notwithstanding  the terms of the Offer,  the ROFR space shall be for a term
co-terminous  with the term of the Lease, or such other term as mutually agreed;
and

c)  notwithstanding  the terms of the Offer, the ROFR space shall be taken on an
"as is" basis,  except that the Lessor shall,  within 30 days of the exercise of
the option,  perform the Lessor's work  described in Schedule "C" of this Offer.
The Lessee  shall be entitled to a three month Rent free period  within which to
perform its leasehold  improvements  in the ROFR space,  in accordance  with the
provisions  of  this  Offer.  If  necessary,  the Net  Rent  payable  under  the
provisions of the Offer shall be reduced to take into consideration the fact the
Lessee may, at its option,  perform its own improvements and may not receive any
allowance  in respect of such  improvements,  using a 10%  discount  factor with
respect to said Net Rent.

31. EXCLUSIVE USE

From and after acceptance of this Offer and during the term of the Lease and any
renewals thereof, the Lessor agrees not to lease any space in the Building or in
the proposed  building  making up the development to a Lessee whose principal or
ancillary  business directly  competitive with the business of the Lessee or any
Permitted Transferee.

The Lessee,  acting  reasonably  and in good faith  shall  provide a list of its
principal  competitors  to the  Lessor  at the  Commencement  Date  and on  each
anniversary date during the Term and any renewals of the Lease.

32. ASSUMPTIONS OF LESSEE'S EXISTING LEASES

Subject to the Lessor verifying during the 30 day Lease negotiation  period, the
Lessee's  representations  as to the rental  obligations of its existing leases,
the Lessor agrees to assume and pay for all rental  obligations on behalf of the
Lessee as of the Commencement  Date for the Lessee's  existing lease obligations
at 625 and 675 Cochrane  Drive,  copies of which are attached hereto as Schedule
"D".

It is  understood  that the Lessor  shall not be  required to perform any of the
covenants provided for in the existing lease obligations on behalf of the Lessee
other than the payment of all rental obligations.

In the event that  either  party  defaults  in the  payment of their  respective
rental obligations provided for in this Offer to Lease then the party who is not
in  default  shall  have the  right to cure such  default  and to  withhold  the
equivalent  amount of rent owed to the  defaulting  party  until the  default is
remedied.

Furthermore,  both parties  hereby agree to co-operate  fully with each other to
effect an assignment or sublet of the Lessee's existing leased premises prior to
the Commencement Date.

Furthermore,  any  proceeds,  including  any  reductions  of  payments of rental
obligations  on the Lessee's  existing  leases,  resulting from an assignment or
sublet  of the  Lessee's  existing  leases  net  of  leasing  costs,  reasonable
administrative fees and inducements,  shall be rebated back to the Lessee on the
Commencement Date of the Lease in the Building.

(See attached page 14A)

33. SHIPPING/RECEIVING

The Lessee shall have the  exclusive  use of one of the loading bays serving the
Building for the term of the Lease and any renewals  thereof.  In addition,  the
Lessee's  ground floor  premises  contemplated  in paragraph #4 of this Offer to
Lease shall be in a secure location as proximate to the shipping/receiving  area
as possible.

34. BUILDING AMENITIES

Concurrent with the Commencement Date the Lessor agrees to provide the following
amenities  on  the  ground  floor  of the  Building  and  provide  substantially
continuous service during the term of the Lease and any renewals thereof:

a) A full service restaurant similar to the restaurant currently in existence at
625 Cochrane Drive, Markham, subject to reasonable commercial leasing efforts.

b) A smoke and sundry shop.

c) Dedicated smoking area separately ventilated.


<PAGE>



                                  SCHEDULE "E"


Page 14A to be read with and form a part of this Schedule "E", section 32 of the
Lease between Monarch Construction Limited and Saville Systems Canada Ltd. dated
January 26", 1999.

*Notwithstanding  the foregoing or anything  contained in this Schedule,  any of
the Schedules or the Lease to the contrary, the payment of rental obligations by
the Landlord shall not exceed and be limited to the sum of $2,300,000.00. In the
event the rental  obligations are greater than  $2,300,000.00 the payment of the
excess will be the sole  responsibility of the Tenant. **In the event the rental
obligations are less than  $2,300,000.00  the difference shall be rebated by the
Landlord  to the  Tenant by way of a cash  payment.  The Tenant  represents  and
warrants to the landlord that on or before the  Commercial  Date of the Lease to
provide two estoppel  certificates from its two existing  landlords with respect
to its lease obligation at 625 and 675 Cochrane Drive, Markham,  Ontario setting
out that there are know arrears due and owing under the two leases.

Provided  that,  on written  request from the Tenant  delivered on or before the
commencement Date, the Landlord will pay such excess on behalf of the Tenant and
add the amount of such  excess to the Basic Rent to be paid by the Tenant to the
Landlord, the aggregate amount of such excess to be amortized over the first ten
years of the term of the Lease  (based on a 10%  interest  rate factor) and paid
monthly as Basic Rent. If the Tenant does not deliver such written request on or
before the  Commencement  Date, it shall be responsible  for the payment of such
excess.


<PAGE>




35. LESSEE'S / LESSOR'S CONDITION

This Offer to Lease shall be conditional  for a period of thirty (30) days after
acceptance hereof by both parties upon approval by the Board of Directors of the
Lessee and Lessor. If such approval cannot be reached within the  aforementioned
period and written notice of satisfaction  or waiver of this condition,  has not
been  provided  by both  parties  then this Offer shall be null and void and any
deposit monies shall be returned  forthwith  without interest or penalty.  If no
written  notice is  delivered  then  this  Offer  shall be null and  void.  This
condition  is inserted  for the sole benefit of the Lessee and Lessor and may be
waived at any time.

36. FINANCIAL INFORMATION

Forthwith after the acceptance of this Offer to Lease,  each of the Lessee,  the
Indemnifier  and the Lessor shall make  available  within five days to the other
such  information  as the  other may  reasonably  request  (including  financial
information),  to enable  the other to  satisfy  itself  that the  Lessee or the
Lessor has satisfactory credit ratings and financial abilities.  All information
shall be kept  strictly  confidential  and shall not be disclosed or used in any
way. The Lessor and the Lessee shall have five (5) business  days after  receipt
of the other's  financial  information to satisfy itself as to the foregoing and
to notify the other in writing of its  satisfaction  or  dissatisfaction  of the
other's  credit  ratings and  financial  abilities.  If either the Lessor or the
Lessee is not satisfied it may terminate  this Offer to Lease by written  notice
to the other within the said five (5) business days.  Failure to deliver written
notice  within the above  specified  time shall be deemed to be a waiver of such
condition.

37. 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 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.  Provided the Lessor complies with
all of its obligations to remit and report G.S.T.,  the Lessee further covenants
to indemnify  and save 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.

38. FACSIMILE

The Lessor and Lessee  acknowledge  that the  negotiation of this Offer to Lease
may be by Facsimile  machine and signed on a facsimile copy. Both parties accept
the  facsimile  copy as a legal and binding  document.  Original  Offer to Lease
documents  will be  delivered  to the Lessor  and Lessee  once the terms of this
Offer to Lease  are  fully  negotiated  and  shall  form the  basis of the lease
documents to be executed by both parties.

39. 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.

40. LEGAL ADVICE

The Parties to this  Agreement  acknowledge  that CB Richard  Ellis  Limited 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 Richard Ellis Limited is to be construed as expert legal or tax advice.

41. DUAL AGENCY

The parties to this transaction  hereby  acknowledge that the Listing Broker and
Co-operating  Broker  are the same Firm,  such that there has been,  and is dual
agency,  the Lessor and Lessee having  previously  consented to such dual agency
and waiving any conflict of interest or duty of confidentiality.

42. NON DISTURBANCE

The Lessor  shall  provide a  non-disturbance  agreement  to the Lessee on terms
satisfactory  to the  Lessee  from  any  existing  mortgagee,  trustee  or other
encumbrancer, and any future mortgagee, trustee, purchaser or other encumbrancer
to  whom  the  Lessee  is  required  to  attorn  or  subordinate.   The  initial
non-disturbance  agreement shall be provided  forthwith after acceptance of this
Offer to Lease to the Lessee for its review and approval, and executed forthwith
thereafter.  Lessee shall be permitted to register notice of the Lease including
the  options  to renew and the right of first  refusal on title to the lands and
Building provided that the Lessee shall postpone to all arm's length lenders and
governmental  authorities  having  jurisdiction.  Forthwith  on  request  by the
Lessor,  the Lessee shall execute and deliver all such  postponements  and other
assurances as are reasonably required by such lender or authority.

43. NOTICES

Notices  required  or  permitted  to be given by this Offer to Lease shall be in
writing  and shall be given by prepaid  registered  mail,  telefax  or  personal
delivery to the parties at the following addresses, or other such addresses that
may from time to time be designated by the party in writing:

LESSOR'S ADDRESS

Attention: Mr. Alan MacKenzie, Director Commercial Properties

MONARCH CONSTRUCTION LIMITED
2025 Sheppard Avenue East
Suite 1201
Toronto, Ontario
M2J IV7

LESSEE'S ADDRESS

Saville Systems Canada Ltd.

Attention: Ms. Jane Lewchuk


<PAGE>



                                  SCHEDULE "B"

Map of premises


<PAGE>



                                  SCHEDULE "C"

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

MONARCH CONSTRUCTION LIMITED (LESSOR) AND SAVILLE SYSTEMS CANADA LTD. (LESSEE)

REQUIREMENTS FOR NEW BUILDING

GENERAL

All building components will be in keeping with a Class "A" type building.

Building should meet energy performance requirements of ASHRAE 90.1.

Saville  Systems to have  opportunity to review  building design and finishes to
ensure  appearance  in  keeping  with  Saville  Systems'   corporate   identity.
Responsibility for building performance, management and maintenance remains with
the building owner.

Saville  reserves the right to use their own contractor and own  consultants for
tenant improvement work.

EXTERIOR SITE DESIGN

Hard surface walkways to be at a minimum either concrete or interlocking pavers.

Planting:

o    Minimum 10% of site area.

o    Arranged to embellish the main building  entrance and main building  street
     front.  Also arranged to shelter the cafeteria or restaurant  patio and the
     edges of the parking area, as well as principal  routes through  parking to
     the building.

o    1/3 of planting to be coniferous and 2/3 to be mixed deciduous and shrubs.

Smoking Areas:

o    Independently  ventilated  smoking room on ground  floor or in  below-grade
     parking area to accommodate at least 12 people.

o    Provision  will be made for  exterior  smoking  areas  away from main entry
     doors.

Parking / Loading:

o    Loading  requirement  as per proposal call with at least one loading bay to
     be raised loading dock, with manually operated dock levellers, dock bumpers
     and bollards.

     -    Breakout space at loading area to be minimum 250 square feet.

     -    Compactor to be in separate bay.

     -    Dry storage  off the loading  dock  consisting  of secure,  fire-rated
          drywall partitions.

o    Parking:  In addition to the parking  ratio  described in paragraph  #15 of
     Schedule "A", Saville requires a minimum of:

     -    Ten visitor spaces.

     -    Two courier spaces.

EXTERIOR CLADDING:

Appearance to be consistent with Class "A" office buildings:

Energy Performance:

o    Thermally broken,  aluminum curtain wall system including  insulating units
     with Low E coating on 3rd surface.

o    Spandrel  areas of wall to have a minimum  aged  R-value  in  keeping  with
     ASHRAE 90.1.

o    Wall to have functioning air barrier.

ENTRANCES

Arrangement   of  building   entrances   will  be  designed  to  avoid   adverse
microclimatic conditions such as excessive wind.

Main Entrance:

o    1 revolving  door with pivot  hinged  swing  doors on each side.  Stainless
     steel foot grilles within revolving door enclosures.

o    Building  management will be responsible for adequate matts and rotation of
     matts to ensure no tracking of water reaches beyond main lobby.

o    Security desk designed to be integral to main  entrance  lobby,  24 hours/7
     days  per  week  operation  of desk to be at  Saville  option  - cost to be
     amortized  against  any other  tenants - costs  not to be  considered  when
     calculating  CPI ceiling  increase in paragraph 12 of Schedule "A" of Offer
     to Lease.

o    Stainless steel directory. Signage to Saville design.

Parkade Building Entrances and Corridors:

o    Painted  floors / walls,  generous  lighting,  and  suspended  gypsum board
     ceilings.

Typical Office Floors:

o    Floors:  steel trowel  finished  concrete with 5/16" in 10' x 10' tolerance
     for levelness.

o    Walls: gypsum board prime painted including elevator core walls to be faced
     with prime painted gypsum.

o    Ceilings:  mineral  acoustic panels in a suspended  lay-in grid,  placed on
     floors for  installation  by Saville  during tenant  improvements  with the
     exception  of  panels   penetrated  by  sprinkler  heads,   which  will  be
     pre-installed.

o    Elevator  lobby/ring  corridor to provide  security access to washrooms and
     stairwell,  with central locations for coffee stations and cabling rooms (2
     per floor, minimum 10' x 10' each with 6" conduit running between all cable
     rooms vertically and horizontally).  Hard finishes  (drywall/stone/ceramic)
     as defined by Saville to be included.

Washrooms to be consistent with Class "A" quality finishings.

o    Quantity:  assume  population  of 1  person/100  square  feet to  establish
     fixture count (50% more than code minimum).

Elevators:

o    Provide four (4) passenger  elevators,  one of which shall be a high-top or
     service elevator with a group supervisory  control system complete with the
     following control and operational features:

     -    Software programming micro-processor based control system

     -    Load weighing

     -    Anti-nuisance

     -    Terminal floor car call cancellation

     -    Direction  reversal in response to hall calls being  registered at the
          same floor for both directions

     -    Independent service

     -    High call - low call reversal

     -    Advance  selection  and  illumination  of main lobby  ball  lantern of
          designated next up car

     -    Hall call delay protection

     -    Dispatch failure protection

     -    Security  provision (card access) to restrict access to certain floors
          at Saville's option.

o        Maximum waiting time and average load factor shall be as follows:

         Morning           Waiting time 21-25 seconds
                           Average load factor 35-60%
         Load weighing     Waiting time 27-32 seconds
                           Average load factor 45-55%
         Anti-nuisance     Waiting time 30-35 seconds
                           Average load factor 60-65%

Security:

o    At a minimum, all stairwells, exterior door, doors to parking areas as well
     as  Saville's  typical  core  areas to have  card  readers  plus any  other
     location(s) to be determined by Saville.


STRUCTURAL:

Loading capacity:

o    A total of 100 p.s.f. on each floor, is required.

o    Horizontal  variation  in finished  concrete  floor slabs should not exceed
     5/16" in 10'-0".

o    Optimal bay size is 30'-0" x 30'-0".

o    Floor to floor  height  minimum 12' (typical - 9' ceiling) and 16' for main
     floor (14' ceiling).

ELECTRICAL:

Lighting:

o    20" x 60" recessed fluorescent fixtures with one piece faceplates with deep
     cell parabolic louvers.

o    Plug-in light fixtures rather than hard wired will be installed.

o    Lighting control to provide local switching in all individual rooms.

o    Maintain  office  light  levels in the 55 to 65 feet  candle  range at desk
     height.

o    Lighting  levels  to be a  minimum  of 5 feet  candles  in all  stairwells,
     parking areas and service areas.

Power:

o    Allow 2 watts per square foot for standard building lighting.

o    Allow  minimum of 3 watts per square  foot for  receptacles,  miscellaneous
     loads and general use.

o    Bus duct riser to be sized to include  additional  capacity  of 2 wafts per
     square foot for tenant requirements.

o    Duct bank to property line (data / voice / fibre).

o    Diesel Generator with space capacity for Saville requirements (i.e. 20%).

Cable Tray:

o    Ladder  type 16"  wide x 4" deep,  arranged  to  allow  entire  floor to be
     serviced with no cable runs to exceed 90 meters. Drawings to be approved by
     Saville and/or its consultants prior to installation.

Energy Efficiency:

o    An automated  lighting control system should be considered with flexibility
     to allow it to be disengaged on a floor-to-floor  basis if Saville requires
     it.

o    T-8 lamps with electronic ballast.

MECHANICAL:

Design Conditions:

Summer Outdoor    90F db/ 76F wb
Summer Indoor     75F/ 50F RH
Winter Outdoor    - 5F
Winter Indoor     72F / 30F RH

Occupancy: based on one person per 100 square feet.

Meet energy Performance criteria of ASHRAE 90.1

Ventilation and Air-Conditioning:

o    Interior HVAC zones: 1,000 square feet maximum,  allows for higher level of
     temperature control and better air distribution.

o    Perimeter HVAC zones:  450 square feet maximum,  allows for higher level of
     temperature control and better air distribution.

o    1  compartment  VAV air handling  unit per floor,  allowing  floor-by-floor
     independent control

o    Fresh air: 20 CFM per person or 0.2 CFM per square foot.

o    Minimum air circulation ratio: 0.6 cfm per square foot.

o    Supply air: 200 cfm/outlet maximum in offices areas.

o    Maximum NC (noise criteria): NC 30-35 in office areas.

o    Space  cooling per square  foot:  2 watts lights + 2.5 watts power + people
     load + building skin heat gain (including solar).

o    Provide dedicated sanitary exhaust system for washrooms  including two 8" x
     8" sanitary exhaust capped connections per floor.

o    Provide general exhaust riser with two capped connections on each floor for
     exhaust of coffee rooms, copier rooms, etc.

Cooling:

o    Provide  electric or gas fired  chiller(s),  pumps and cooling  tower(s) to
     provide   chilled  water  to  air  handling  units  to  meet  load  cooling
     requirement.

o    Provide  supplementary  cooling  system on each floor offering 24 hours/day
     all year round  cooling.  Assume a  supplementary  cooling load of 10 to 20
     tons per floor.

Humidification:

o    Gas fired steam or air atomizing humidifiers.

Heating:

o    Gas fired hot water boilers for hydronic  heating.  Minimum two boilers and
     two heating pumps, each sized for 60% of full load.

o    Perimeter  hydronic  heating using radiant  panels,  fan powered boxes with
     reheat coils, induction units or under window convectors.

o    Hot water forced flow heaters at building entrances.

Fire Protection:

o    Fully sprinklered building. Concealed sprinkler heads in high profile areas
     (e.g.) building entrance, elevator lobbies.  Semi-recessed heads everywhere
     else.

o    Standpipe  system with two capped  connections on each floor for additional
     cabinets.  (Additional  cabinets may be required after partitions installed
     at Lessor's cost.)

Plumbing and Drainage:

o    All  public  washrooms  to have wall hung  w.c.'s and  electronic  flush on
     urinals and lavatories. All fixtures to be CSA approved and vitreous china.

o    Provide the following on each floor for future tenant improvements:

          2 - 4" diameter sanitary drain capped connections

          2 - 2" diameter sanitary drain vent capped connections

          2 - 1 " diameter cold water capped connections

Building and Automation System (BAS):

o    Provide a DDC  (direct  digital  control)  BAS to control  and  monitor air
     handling units, chiller(s), boilers and humidification system. The BAS will
     schedule equipment, setback temperatures during unoccupied hours, and reset
     supply air temperatures to meet loads and minimize energy use.

o    BAS shall be capable of providing lighting control.

o    The BAS is required to monitor  equipment for early detection and repair of
     malfunctioning  equipment,  and  to  operate  the  building  in  an  energy
     efficient manner.

Energy Performance Upgrades:

o    High efficiency boilers.

o    Heat recovery system on any kitchen exhausts.

o    Carbon dioxide monitor to control fresh air quantities.

Other:

Lessee standard window coverings to be provided by landlord as base building and
installed only during or after substantial completion of tenant improvements.

Lessor's Work

In connection  with  paragraph  #24 of Schedule "A" of this Offer to Lease,  the
Lessor  shall  complete  the  following  work  ("Lessor's  Work") in proper  and
workmanlike manner prior to the fixturing period at its own cost and expense and
in accordance with the building standard.

Suspended T-bar ceiling complete with acoustic ceiling tiles;

Recessed fluorescent light fixtures with parabolic lenses at 1/80 square feet as
per Lessee's space plan;

Level and smooth concrete floor ready to receive Lessee's carpet;

Male and female washrooms in accordance with Ontario Building Code;

Lessee's standard window coverings;

Demising walls taped, sanded, primed, and otherwise ready for Lessee's finishes;

Distribution  of the Base Building  Variable Air Volume HVAC system  through the
ceiling plenum as per Lessee's space plan;

Base Building sprinkler system and sprinkler heads as per Lessee's space plan.


<PAGE>


                                    RIDER #1

1  "Designated  Consultant"  as used  herein is defined as Petroff  Partnership,
professional architects.

2. "Final Completion", as used herein is defined as sufficient completion of the
construction  of the  Building  and the  Lessor's  Work,  with  all  electrical,
elevator,  HVAC systems  operational to enable the Lessee to occupy the Premises
and perform the uses  described  herein as certified  by the Design  Consultant,
notwithstanding that minor items such as landscaping,  decorating,  or other non
essential finishes remain incomplete  provided they represent no more than 3% of
the cost of the Building.

3.  "Indemnifier"  shall mean Saville  Systems  PLC,  the parent  company of the
lessee,  which shall at all times during fixturing period,  term and renewals of
the Lease  indemnify  the  Lessor in respect  of all of the  obligations  of the
Lessee  hereunder  and in the Lease,  pursuant to an  indemnity  agreement to be
finalized during the 30 day Lease negotiation period.



<PAGE>


                             AMENDMENT TO AGREEMENT

TYPE OF AGREEMENT:  Offer to Lease  DATED:  November 25, 1998

SUBJECT PROPERTY: an office building totaling 196,000 rentable square feet to be
constructed on Commerce Valley Drive East, Markham

BETWEEN LESSEE (S) SAVILLE SYSTEMS CANADA, LTD.
AND LESSOR(S) MONARCH CONSTRUCTION LIMITED

*is hereby understood and agreed between the undersigned parties hereto that the
following changes shall be made to the above mentioned  Agreement and except for
such changes noted below all other terms and  conditions in the Agreement  shall
remain in full force and effect:

DELETE

20.      PARKING

The Lessor agrees to provide the Lessee with unreserved surface,  under building
and deck parking spaces at the ratio of five (5) cars per one thousand  rentable
square feet leased for the term of the Lease and any renewals thereof rent free.

Within  fifteen (15) days of acceptance  hereof the Lessee,  at its option,  may
elect to increase the parking ratio from five (5) to seven (7) cars per thousand
square feet leased for the term of the lease and any renewals thereof by written
notice to the Lessor.  Should the Lessee elect to increase the parking  ratio as
contemplated  herein than the Tenant agrees to pay one hundred dollars ($100.00)
per space per month for the  additional  two (2) cars per one  thousand  (1,000)
rentable square feet leased.

INSERT

20.      PARKING

The Lessor agrees to provide the Lessee with unreserved surface,  under building
and deck parking spaces at the ratio of five (5) cars per one thousand  rentable
square fee leased for the term of the Lease and any renewals thereof rent free.

No later than 5:00 p.m. on Monday December 14th, 1998 the Lessee, at its option,
may elect to  increase  the  parking  ratio  from five (5) to seven (7) cars per
thousand  square feet leased for the term of the lease and any renewals  thereof
by written notice to the Lessor. Should the Lessee elect to increase the parking
ratio as  contemplated  herein than the Tenant agrees to pay one hundred dollars
($100.00) per space per month for the  additional  two (2) cars per one thousand
(1,000) rentable square foot leased.

DATED at Toronto this 10th day of December , 1998.

IN WITNESS whereof  I have hereunto set my hand and seal:
I have authority to bind the Company


/s/Jane Lewchuk
(Purchaser/Lessee)


DATED at Willowdale this 10th day of December, 1998.

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company


/s/Alan P. MacKenzie
(Vendor/Lessor)



<PAGE>


                             AMENDMENT TO AGREEMENT

TYPE OF AGREEMENT:  Offer to Lease  DATED:  November 25, 1998

SUBJECT PROPERTY: an office building totaling 196,000 rentable square feet to be
constructed on Commerce Valley Drive East, Markham

BETWEEN LESSEE (S) SAVILLE SYSTEMS CANADA, LTD.
AND LESSOR(S) MONARCH CONSTRUCTION LIMITED

*is hereby understood and agreed between the undersigned parties hereto that the
following changes shall be made to the above mentioned  Agreement and except for
such changes noted below all other terms and  conditions in the Agreement  shall
remain in full force and effect:

DELETE

20.      PARKING

The Lessor agrees to provide the Lessee with unreserved surface,  under building
and deck parking spaces at the ratio of five (5) cars per one thousand  rentable
square feet leased for the term of the Lease and any renewals thereof rent free.

Within  fifteen (15) days of acceptance  hereof the Lessee,  at its option,  may
elect to increase the parking ratio from five (5) to seven (7) cars per thousand
square feet leased for the term of the lease and any renewals thereof by written
notice to the Lessor.  Should the Lessee elect to increase the parking  ratio as
contemplated  herein than the Tenant agrees to pay one hundred dollars ($100.00)
per space per month for the  additional  two (2) cards per one thousand  (1,000)
rentable square feet leased.

INSERT

20.      PARKING

The Lessor agrees to provide the Lessee with unreserved surface,  under building
and deck parking spaces at the ratio of five (5) cars per one thousand  rentable
square fee leased for the term of the Lease and any renewals thereof rent free.

No later than 5:00 p.m.  on  Tuesday  December  15th,  1998 the  Lessee,  at its
option,  may elect to increase the parking ratio from five (5) to seven (7) cars
per  thousand  square  feet  leased  for the term of the lease and any  renewals
thereof by written notice to the Lessor. Should the Lessee elect to increase the
parking ratio as  contemplated  herein than the Tenant agrees to pay one hundred
dollars  ($100.00) per space per month for the  additional  two (2) cars per one
thousand (1,000) rentable square foot leased.

DATED at Toronto this 10th day of December , 1998.

IN WITNESS whereof  I have hereunto set my hand and seal:
I have authority to bind the Company


/s/Jane Lewchuk
(Purchaser/Lessee)


DATED at Willowdale this 10th day of December, 1998.

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company


/s/Alan P. Mackenzie
(Vendor/Lessor)




<PAGE>



                             AMENDMENT TO AGREEMENT

TYPE OF AGREEMENT Offer to Lease DATED November 25, 1998

SUBJECT  PROPERTY  an  office  building  totalling  196,000  square  feet  to be
constructed on Commerce Valley Drive East, Markham

BETWEEN LESSEE(S) SAVILLE SYSTEMS CANADA, LTD.
AND LESSOR(S) MONARCH CONSTRUCTION LIMITED

It is hereby  understood and agreed between the undersigned  parties hereto that
the following changes shall be made to the above mentioned  Agreement and except
for such changes  noted below all other terms and  conditions  in the  Agreement
shall remain in full force and effect:

DELETE

4.       BUILDING COMPLETION

Provided   that  the  parties  have   finalized   the   Conceptual   design  and
specifications  of the  Building  by  December  22,  1998 the  Lessee  agrees to
commence  construction  of the  Building  no  later  than  June 1,  1999  and to
diligently  pursue  the  construction  of  the  Building  in  accordance  both a
construction schedule to form part of the design and specifications,  The Lessor
shall  complete the Building such that the Lessee's  fixturing work may commence
by no later than April 1, 2000, subject to force majeure.

For the purpose of this Offer and the Lease,  the  obligations  of the Lessor to
design and  construct  the Building may be Subject to delays  caused by the act,
neglect,  delay or default of the Lessee or its agents or Contractors,  strikes,
lock-outs,  fire  or  other  damage  or  destruction  of  the  Building  or  any
substantial  part thereof  adverse  weather  conditions or other cause or causes
relative to the  construction  of the Building  beyond the control of the Lessor
(each of which events is herein referred to as force majeure),  but not relating
to the Lessor's  financial  capacity or resulting  from its negligence or wilful
act or default.

In the event of an occurrence of force majeure,  the Lessor shall promptly,  but
in any event no later than five (5) days after the  occurrence  thereof comes to
the attention of the Lessor, give written notice to the Lessee of the occurrence
and of the Lessor's  estimate of the length of delay  resulting  therefrom.  The
time for completion of construction of the Building shall be extended so long as
the force  majeure  occurrence  shall  subsist  which shall include not only the
length  of time  that  the  event  causing  force  majeure  subsists  but also a
reasonable  amount  of time in  respect  of  delays  caused  thereby,  resulting
therefrom or relating thereto.

Substantial  completion of the Building for the purposes of, and as used in this
Offer to Lease,  shall be deemed to have occurred once the Lessor and the Losses
have agreed or the designated  consultant (the "Designated  Consultant")  acting
reasonably in good faith and without  delay has  certified  have agreed that the
Building is  sufficiently  completed for the Lessee to commence  construction of
its  leasehold  improvements  with  immediate  and  continuous  access  to allow
construction of the Lessee's improvements,  including the full use of driveways,
elevators  and loading  docks.  Final  completion  of the Building by the Lessor
shall occur no later than 15 days prior to the Commencement Date.

The Lessor and Lessee  hereby agree to fully  co-operate  with each other and to
co-ordinate  their efforts for the  completion of their  respective  work in the
Building.

In the event that the Lessor  does not  substantially  or finally  complete  the
Building as provided for herein then all dates  contained in this Offer to Lease
shall be delayed by the same number of days that substantial or final completion
of the  building  is  delayed.  Save and  except for delays as a result of force
majeure,  Lessor shall indemnify and save harmless Lessee from all costs, claims
and  liabilities,  howsoever  arising by reason of the delay in the Commencement
Date by the Lessor  pursuant to this Offer to Lease.  The  parties  agree that a
genuine  pre-estimate  of such costs,  claims and  liabilities to be paid to the
Lessee by the Lessor  shall be the  aggregate  of:  firstly,  the amounts of all
rental payments due by the Lessee under its existing leases as more particularly
set out in paragraph 31, and  secondly,  an increase in the Net Rent Free Period
set out in  paragraph  11 by one day for each day of such delay for the first 30
days:  an  increase  by two days for each day of such delay for the next 30 days
and an increase by three days for each day of such delay thereafter. And further
provided that if the Commencement  Date has been delayed 90 days the Lessee may,
at its sole option,  terminate  this Offer to Lease and the Lease and this Offer
to Lease shall be terminated and the Deposit shall be returned to the Lessee and
the parties shall have no further obligation to each other. The Lessee shall not
be liable to the Lessor for repayment of any Tenants Improvement  Allowance paid
or  accrued  payable  if this  Offer  to Lease is  terminated  pursuant  to this
paragraph.

9.       LEASE

The Lease shall be drawn on the  Lessor's  standard  form but will be  otherwise
subject to the terms herein and otherwise to the reasonable  satisfaction of the
Lessee and its solicitors. 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 non-financial  amendments as may be reasonably  requested by the
Lessee  and  Lessor in  consultation  with their  solicitors.  The Lessor  shall
deliver to the Lessee the Lessor's  standard  form of lease,  incorporating  the
provisions  of this Offer,  within five (6) days of  acceptance of this offer by
both parties.  The Lease shall contain the Lessor's  representation and warranty
that it is the registered  beneficial owner of the Land and the Building will be
constructed  as provided  for herein,  that the Lands and  Building are zoned to
permit  the  uses as  contemplated  hereby,  and  that  the same are free of any
hazardous  substances and in compliance with all environmental  laws, bylaws and
regulations.  Lessee  agrees to abide by all the  terms of the  Lease  except as
amended by this Offer,  or other changes  mutually  agreed to by both parties as
described herein. The provisions of this Offer to Lease shall not merge with the
execution and delivery of the Lease.

This Offer to Lease shad be  conditional  for a period of thirty (30) days after
acceptance  hereof upon both parties  agreeing to all the terms of the Lease for
the Premises.  If the parties  cannot agree upon the final form of lease for the
Initial Promises within the thirty (30) day conditional  period described above,
then this Offer to Lease shall become null and void.

In the event that this Offer to Lease  becomes null and void as provided in this
paragraph,  the Lessee agrees to reimburse the Lessor for fifty percent (50%) of
reasonable  out-of-pocket  expenses  associated  with work in  progress  up to a
maximum of Twenty-Five Thousand Dollars ($25,000.00).

10. NET RENT

The Lessee shall pay to the Lessor the  following net rent ('Net Rent') in equal
monthly  instalments  in advance on the first day of each calendar  month at the
rate of:

August 1, 2000 - July 31, 2005 $18.50 per square foot of rentable area per annum

August 1, 2005 - July 31, 2010 $21.50 per square foot of rentable area per annum

August 1, 2010 - July 31, 2015 $25.00 per square foot of rentable area per annum

18.      FIRST OPTION TO LEASE

The Lessee  shall  have the Option to lease the  balance of the 4th floor of the
Building (the "1st expansion  space") prior to December 31, 2001 and terminating
co-terminus  with the lease of the Initial  Premises.  The Lessee shall  provide
written  notice no later than June 30, 2001 of its intent to exercise its Option
to Lease the balance of the 4th floor from a  commencement  date to be specified
in such  notice.  The terms and  conditions  of the lease for the 1st  expansion
space shall be the same as those for the initial Premises.

20. PARKING

The Lessor agrees to provide the Lessee with unreserved surface,  under building
and deck parking spaces at the ratio of five (5) cars par one thousand  rentable
square foot leased for the term of the Lease and any renewals thereof rent free.

Within  fifteen (15) days of acceptance  hereof the Lessee,  at its option,  may
elect to increase the parking ratio from five (5) to seven (7) cars per thousand
square feet leased for the term of the lease and any renewals thereof by written
notice to the Lessor.  Should the Lessee elect to increase the parking  ratio as
contemplated  herein then the Tenant agrees to pay one hundred dollars ($100.00)
per space per month for the  additional  two (2) cars per one  thousand  (1,000)
rentable square feet leased.

22.      OPTION TO TERMINATE

Notwithstanding  anything  contained in the Lease to the contrary,  and provided
Saville Systems Canada Ltd. or an affiliate or a corporation  that purchased all
or  substantially  all of  the  business  of  Saville  Systems  Canada  Ltd.  (a
'Permitted  Transferee')  is carrying on business in the Initial  Premises,  the
Lessee shall have the right to terminate  the Lease as of July 31, 2010 upon not
less than nine (9) months prior  written  notice to the Lessor.  During the nine
(9) 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 which latter event, the Lessee shall surrender the Premises to the Lessor.

In the event the Lessee  exercises  the right to terminate  its Lease as of July
31, 2010 in the manner described  above,  then the Lessor shall receive from the
Lessee thirty (30) days prior to the end of the tenth (10th) year of the term, a
sum equivalent to eight (8) months gross rent due in respect of the Premises and
all Expansion  Premises then leased hereunder in the eleventh (11th) year of the
lease.

INSERT

4.       BUILDING COMPLETION

Provided   that  the  parties  have   finalized   the   conceptual   design  and
specifications  of the Building by January 8, 1999 the Lessor agrees to commence
construction of the Building no later than June 1, 1999 and to diligently pursue
the  construction of the Building in accordance with a construction  schedule to
form part of the  design  and  specifications,  The Lessor  shall  complete  the
Building  such that the  Lessee's  fixturing  work may commence by no later than
June 1st, 2000, subject to force majeure.

For the purpose of this Offer and the Lease,  the  obligations  of the Lessor to
design and  construct  the Building may be subject to delays  caused by the act,
neglect,  delay or default of the Lessee or its agents or contractors,  strikes,
lock-outs,  fire  or  other  damage  or  destruction  of  the  building  or  any
substantial  part thereof,  adverse weather  conditions or other cause or causes
relative to the  construction  of the Building  beyond the control of the Lessor
(each of which events is herein referred to as force majeure),  but not relating
to the Lessor's  financial  capacity or resulting  from its negligence or wilful
act or default.

In the event of an occurrence of force majeure, the Lessor shall promptly but in
any event no later than five (5) days after the occurrence  thereof comes to the
attention of the Lessor, give written notice to the Lessee of the occurrence and
of the Lessor's  estimate of the length of delay resulting  therefrom.  The time
for completion of  construction of the Building shall be extended so long as the
force majeure  occurrence  shall subsist which shall include not only the length
of time that the event  causing  force  majeure  subsists  but also a reasonable
amount of time in respect  of delays  caused  thereby,  resulting  therefrom  or
relating thereto.

Substantial  completion of the Building for the purposes of, and as used in this
Offer to Lease,  shall be deemed to have occurred once the Lessor and the Lessee
have agreed or its designated  consultant (the "Designated  Consultant")  acting
reasonably in good faith and without  delay has  certified  that the Building is
sufficiently  completed for the Lessee to commence construction of its leasehold
improvements with immediate and continuous  access to allow  construction of the
Lessee's  improvements,  including  the full  use of  driveways,  elevators  and
loading  docks.  Final  completion  of the Building by the Lessor shall occur no
later than 15 days prior to the Commencement Date.

The Lessor and Lessee  hereby agree to fully  co-operate  with each other and to
co-ordinate  their efforts for the  completion of their  respective  work in the
Building.

In the event that the Lessor  does not  substantially  or finally  complete  the
Building as provided  for herein then all dates  contained in the Offer to Lease
shall be delayed by the same number of days that substantial or final completion
of the  Building  is  delayed.  Save and  except for delays as a result of force
majeure,  Lessor shall indemnify and save harmless Lessee from all costs, claims
and  liabilities,  howsoever  arising by reason of the delay in the Commencement
Date by the Lessor  pursuant to this Offer to Lease.  The  parties  agree that a
genuine  pro-estimate  of such costs,  claims and  liabilities to be paid to the
Lessee by the Lessor  shall be the  aggregate  of:  firstly,  the amounts of all
rental payments due by the Lessee under its existing leases as more particularly
set out in paragraph 31, and  secondly,  an increase in the Net Rent Free Period
set out in  paragraph  11 by one day for each day of such delay for the first 30
days:  an  increase  by two days for each day of such delay for the next 30 days
and an increase by three days for each day of such delay thereafter. And further
provided that if the Commencement Date has been delayed 90 days, the Lessee may,
at its sole option,  terminate  this Offer to Lease and the Lease and this Offer
to Lease shall be terminated and the Deposit shall be returned to the Lessee and
the parties shall have no further obligation to each other. The Lessee shall not
be liable to the Lessor for repayment of any Tenants Improvement  Allowance paid
or  accrued  payable  if this  Offer  to Lease is  terminated  pursuant  to this
paragraph.

9.       LEASE

The Lease shall be drawn on the  Lessor's  standard  form but will be  otherwise
subject to the terms herein and otherwise to the reasonable  satisfaction of the
Lessee and its solicitors. 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 non-financial  amendments as may be reasonably  requested by the
Lessee  and  Lessor in  consultation  with their  solicitors.  The Lessor  shall
deliver to the Lessee the Lessor's  standard  form of lease,  incorporating  the
provisions  of this Offer,  within five (5) days of  acceptance of this offer by
both parties.  The Lease shall contain the Lessor's  representation and warranty
that it is the registered beneficial owner of the Lands and the Building will be
constructed  as provided  for herein,  that the Lands and  Building are zoned to
permit  the  uses as  contemplated  hereby,  and  that  the same are free of any
hazardous  substances and in compliance with all environmental laws, by-laws and
regulations.  Lessee  agrees to abide by all the  terms of the  Lease  except as
amended by this Offer,  or other changes  mutually  agreed to by both parties as
described herein. The provisions of this Offer to Lease shall not merge with the
execution and delivery of the Lease.

This Offer to Lease shall be  conditional  until  January  25th,  1999 upon both
parties agreeing to all the terms of the Lease for the Premises.  If the parties
cannot  agree upon the final form of lease for the  Initial  Premises by January
25th, 1999, then this Offer to Lease shall become null and void.

In the event that this Offer to Lease  becomes null and void as provided in this
paragraph,  the Lessee agree to reimburse  the Lessor for fifty percent (50%) of
reasonable  out-of-pocket  expenses  associated  with work in  progress  up to a
maximum of Twenty-Five Thousand Dollars ($25,000.00).

10.      NET RENT

The Lessee shall pay to the Lessor the  following net rent ("Not Rent') in equal
monthly  instalments  in advance on the first day of each calendar  month at the
rate of:

October 1st,  2000 - September  30, 2005 $18.50 per square foot of rentable area
per annum

October 1st,  2005 - September  30, 2010 $21.50 per square foot of rentable area
per annum

October 1st,  2010 - September  30, 2015 $25.00 per square foot of rentable area
per annum

18,      FIRST OPTION TO LEASE

The Lessee  shall  have the Option to lease the  balance of the 4th floor of the
Building  (the  "1st  expansion   space")  prior  to  February  28th,  2002  and
terminating co-terminus with the lease of the Initial Premises. The Lessee shall
provide  written  notice no later than August 31, 2001 of its intent to exercise
its Option to Lease the balance of the 4th floor from a commencement  date to be
specified  in such  notice.  The terms and  conditions  of the lease for the lst
expansion space shall be the same as those for the Initial Premises.

20.      PARKING

The Lessor agrees to provide the Lessee with unreserved surface,  under building
and deck parking  spaces at the ratio of six (6) cars per one thousand  rentable
square feet leased for the term of the Lease and any renewals as follows:

o    Five (5) per one thousand rentable square feet rent free

o    One (1) per one  thousand  rentable  square  feet at $100.00  per space per
     month

22.      OPTION TO TERMINATE

Notwithstanding  anything  contained in the Lease to the contrary,  and provided
Saville  Systems Canada Ltd. or an affiliate or a corporation  that purchase all
or  substantially  all of  the  business  of  Saville  Systems  Canada  Ltd.  (a
"Permitted  Transferee")  is carrying on business in the Initial  Premises,  the
Lessee shall have the right to terminate the Lease as of September 30, 2010 upon
not less than nine (9) months  prior  written  notice to the Lessor.  During the
nine (9) 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 which latter event.  the Lessee shall  surrender the Promises to the
Lessor.

In the  event  the  Lessee  exercises  the  right to  terminate  its Lease as of
September 30, 2010 in the manner described above,  then the Lessor shall receive
from the Lessee  thirty  (30) days prior to the and of the tenth  (10th) year of
the term, a sum  equivalent to eight (8) months gross rent due in respect of the
Premises and all Expansion Premises then leased hereunder in the eleventh (11th)
year of the lease

DATED at Burlington, Mass this 17th day of December, 1998

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company

/s/Jane Lewchuk
Purchase/Lessee

DATED at Willowdale this 18th day of December, 1998

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company

/s/Alan P. MacKenzie
(Vendor/Lessor)


<PAGE>



                                     WAIVER

I/WE the  undersigned  Lessor  of  property  known  as:  as an  office  building
totalling  196,000  rentable  square feet to be constructed  on Commerce  Valley
Drive East, Markham hereby waive the following condition(s):

32.      ASSUMPTIONS OF LESSEE'S EXISTING LEASES

Subject to the Lessor verifying during the 30 day Lease negotiation  period, the
Lessee's  representations  as to the rental  obligations of its existing leases,
the Lessor agrees to assume and pay for all rental  obligations on behalf of the
Lessee as of the Commencement  Date for the Lessee's  existing lease obligations
at 625 and 675 Cochrane  Drive,  copies of which are attached hereto as Schedule
"D".

It is  understood  that the Lessor  shall not be  required to perform any of the
covenants provided for in the existing lease obligations on behalf of the Lessee
other than the payment of all rental obligations.

In the event that  either  party  defaults  in the  payment of their  respective
rental obligations provided for in this Offer to Lease then the party who is not
in  default  shall  have the  right to cure such  default  and to  withhold  the
equivalent  amount of rent owned to the  defaulting  party  until the default is
remedied.

Furthermore,  both parties  hereby agree to co-operate  fully with each other to
effect an assignment or sublet of the Lessee's existing leased premises prior to
the Commencement Date.

Furthermore,  any  proceeds,  including  any  reductions  of  payments of rental
obligations  on the Lessee's  existing  leases,  resulting from an assignment or
sublet  of the  Lessee's  existing  leases  net  of  leasing  costs,  reasonable
administrative  fees and  inducements,  shall be  rebated  to the  Lessee on the
Commencement Date of the Lease in the Building.

35.      LESSEE'S/LESSOR'S CONDITION

This Offer to Lease shall be conditional  for a period of thirty (30) days after
acceptance hereof by both parties upon approval by the Board of Directors of the
Lessee and Lessor.  If such approval  cannot be reached with the  aforementioned
period and written notice of satisfaction  or waiver of this condition,  has not
been  provided  by both  parties  then this Offer shall be null and void and any
deposit monies shall be returned  forthwith  without interest or penalty.  If no
written  notice is  delivered  then  this  offer  shall be null and  void.  This
condition  is inserted  for the sole benefit of the Lessee and Lessor and may be
waived at any time.


<PAGE>




                                     WAIVER

WE the undersigned  Lessor of property known as: as an office building totalling
196,000  rentable  square feet to be constructed on Commerce  Valley Drive East,
Markham hereby waive the following condition(s):

35.      LESSEE'S /LESSOR 'S CONDITION

This Offer to Lease shall be conditional  for a period of thirty (30) days after
acceptance hereof by both parties upon approval by the Board of Directors of the
Lessee and Lessor.  If such approval  cannot be reached with the  aforementioned
period and written  notice of  satisfaction  or waiver of this condition has not
been  provided  by both  parties  then this Offer shall be null and void and any
deposit monies shall be returned  forthwith  without interest or penalty.  If no
written  notice is  delivered  then  this  offer  shall be null and  void.  This
condition  is inserted  for the sole benefit of the Leases and Lessor and may be
waived at any time.

as set out in an Offer to Lease, dated      November 25, 1998
between  Saville Systems Canada Ltd.        as Lessee
and      Monarch Construction Limited       as Lessor.

We will proceed with the lease of the  above-mentioned  property.  All terms and
conditions of the said Offer to Lease will remain the same,  and shall be deemed
to be firm and binding upon the parties hereto,

Dated at Burlington, Mass. this 22nd day of December 1998.

/s/Michael Cayer     Per:  /s/Christopher A. Hanson              12/22/98
(Witness)            (Lessee)                                    (Date)


                     Per:  /s/John J. Boyle III                  12/22/98
                     (Lessee)                                    (Date)

as set out in an Offer to Lease, dated      November 25, 1998.
between  Saville Systems Canada Ltd.        as Lessee
and      Monarch Construction Limited       as Lessor.

We will  proceed  with the lease of the  above-mentioned  property All terms and
conditions of the said Offer to Lease will remain the same,  and shall be deemed
to be firm and binding upon the parties hereto.

Dated at North York this 22nd day of December, 1998.

Per:  /s/Alan P. MacKenzie          12/22/98
(Lessor)                            (Date)


<PAGE>


                             AMENDMENT TO AGREEMENT

TYPE OF AGREEMENT OFFER TO LEASE DATED NOVEMBER 25, 1998

SUBJECT  PROPERTY  An office  building  196,000  sq.  ft. to be  constructed  on
Commerce Valley Drive East, Markham

BETWEEN LESSEE(S) SAVILLE SYSTEMS CANADA LTD.
AND LESSOR(S) MONARCH CONSTRUCTION LIMITED

It is hereby  understood and agreed between the undersigned  parties hereto that
the following changes shall be made to the above mentioned Agreement, and except
for such changes  noted below all other terms and  conditions  in the  Agreement
shall remain in full force and effect:

DELETE

BUILDING DESIGN AND CONSTRUCTION

The Lessor agrees to construct the Building substantially in accordance with the
Lessee's  specifications  attached  hereto as  Schedule  "C"  subject to further
modification to be mutually agreed upon.

The  Lessor  agrees  to  co-operate  fully  with the  Lessee  or its  designated
consultant(s),  acting reasonably, for the Purposes of finalizing the design and
specifications of the Building.

The parties agree that the conceptual design and  specifications of the Building
shall be finalized no later than  December 22, 1998.  Lessor agrees to provide a
full set of final construction  drawings to Lessee on finalization of the permit
application drawings of the Building.

INSERT

BUILDING DESIGN AND CONSTRUCTION

The Lessor agrees to construct the Building substantially in accordance with the
Lessee's  specifications  attached  hereto as  Schedule  "C"  subject to further
modification to be mutually agreed upon.

The  Lessor  agrees  to  co-operate  fully  with the  Lessee  or its  designated
consultant(s),  acting reasonably, for the purposes of finalizing the design and
specifications of the Building.

The parties agree that the conceptual design and  specifications of the Building
shall be finalized no later than January 8th,  1999.  Lessor agrees to provide a
full set of final construction  drawings to Lessee on finalization of the permit
application drawings of the Building.

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company

/s/Jane Lewchuk                             12/22/98
(Purchaser/Lessee)                          (Date)


IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company

/s/Alan P. MacKenzie                        12/22/98
(Vendor/Lessor)                             (Date)



<PAGE>



Monarch Development Corporation
Heron's Hill, 2025 Sheppard Avenue East
Toronto, Ontario  Canada
M2J 1V7
Tel:  (416) 491-7440
Fax:  (416) 495-0043

December 23, 1998

Ms. C. Jane Lewchuk
Manager
Global Administrative Services
Saville Systems Canada Ltd.,
7" Floor
4445 Calgary Trail
Edmonton. Alberta
T6H SR7

Dear Ms. Lewchuk:

Re:      PARKING RATIOS FOR MONARCH CORPORATE CAMPUS
         MARKHAM, ONTARIO

For greater clarification,  Saville's request and Monarch's agreement to provide
Saville with  unreserved  surface,  under  building and deck parking spaces at a
ratio of six (6) cars per one thousand  rentable square feet leased for the Term
of the Lease and any renewals will be limited to Saville  leasing 150,000 square
feet of leased space or 900 parking  stalls.  Monarch will be providing  for all
900 stalls on Lease  commencement  and Saville will be contributing  $100.00 per
stall per month calculated by the following equation:

         110 stalls (based on 1 stall/1000 square feet of Saville rentable area)
         x $100.00/month *$11,000/month or $132,000/year

         *Assuming Saville's rentable area is 110,000 sq. ft.

If/when  Saville's  rentable  area  exceeds  110,000  sq. ft.  Saville  will pay
$100.00/month  for each additional  stall to a maximum of 150,000 square feet of
rentable area.

Please kindly sign below to acknowledge your agreement of this letter.

Sincerely,
MONARCH DEVELOPMENT CORPORATION
/s/Alan P. MacKenzie
Alan P. MacKenzie
Director, Commercial Property Developments


Acknowledgement:  /s/C. Jane Lewchuk
                  C. JANE LEWCHUK
                  SAVILLE SYSTEMS CANADA, LTD.

Date:  December 23, 1998



<PAGE>


                             AMENDMENT TO AGREEMENT

TYPE OF AGREEMENT OFFER TO LEASE DATED NOVEMBER 25, 1998

SUBJECT  PROPERTY  an office  building  196,000  sq.  ft. to be  constructed  on
Commerce Valley Drive East, Markham

BETWEEN LESSEE(S) SAVILLE SYSTEMS CANADA LTD.
AND LESSOR(S) MONARCH CONSTRUCTION LIMITED

It is hereby  understood and agreed between the undersigned  parties hereto that
the following changes shall be made to the above mentioned Agreement, and except
for such changes  noted below all other terms and  conditions  in the  Agreement
shall remain in full force and effect:

DELETE

2.       BUILDING DESIGN AND CONSTRUCTION

The Lessor agrees to construct the Building substantially in accordance with the
Lessee's  specifications  attached  hereto as  Schedule  "C"  subject to further
modification to be mutually agreed upon.

The  Lessor  agrees  to  co-operate  fully  with the  Lessee  or its  designated
consultant(s),  acting reasonably,  for the purpose of finalizing the design and
specifications of the Building.

The parties agree that the conceptual design and  specifications of the Building
shall be finalized no later than  January 8th 1999.  Lessor  agrees to provide a
full set of final construction  drawings to Lessee on finalization of the permit
application drawings of the Building.

4.       BUILDING COMPLETION

Provided   that  the  parties  have   finalized   the   conceptual   design  and
specifications of the Building by January 8th 1999 the Lessor agrees to commence
construction of the Building no later than June 1, 1999 and to diligently pursue
the  construction of the Building in accordance with a construction  schedule to
form part of the  design  and  specifications,  The Lessor  shall  complete  the
Building  such that the  Lessee's  fixturing  work may commence by no later than
June 1st 2000, subject to force majeure.

For the purpose of this Offer and the Lease,  the  obligations  of the Lessor to
design and  construct  the Building may be subject to delays  caused by the act,
neglect,  delay or default of the Lessee or its agents or contractors,  strikes,
lock-outs,  fire  or  other  damage  or  destruction  of  the  Building  or  any
substantial  part thereof,  adverse weather  conditions or other cause or causes
relative to the  construction  of the Building  beyond the control of the Lessor
(each of which events is herein referred to as force majeure),  but not relating
to the Lessor's  financial  capacity or resulting  from its negligence or wilful
act or default.

In the event of an occurrence of force majeure,  the Lessor shall promptly,  but
in any event no later than five (6) days after the  occurrence  thereof comes to
the attention of the Lessor, give written notice to the Lessee of the occurrence
and of the Lessor's  estimate of the length of delay  resulting  therefrom.  The
time for completion of construction of the Building shall be extended so long as
the force  majeure  occurrence  shall  subsist  which shall include not only the
length  of time  that  the  event  causing  force  majeure  subsists  but also a
reasonable  amount  of time in  respect  of  delays  caused  thereby,  resulting
therefrom or relating thereto.

Substantial  completion of the Building for the purposes of, and as used in this
Offer to Lease,  shall be deemed to have occurred once the Lessor and the Lessee
have agreed or its designated  consultant (the "Designated  Consultant")  acting
reasonably in good faith and without  delay has  certified  that the Building is
sufficiently  completed for the Lessee to commence construction of its leasehold
improvements with immediate and continuous  access to allow  construction of the
Lessee's  improvements,  including  the full  use of  driveways,  elevators  and
loading  docks.  Final  completion  of the Building by the Lessor shall occur no
later than 15 days prior to the Commencement Date.

The Lessor and Lessee  hereby  agree to fully  cooperate  with each other and to
coordinate  their  efforts for the  completion of their  respective  work in the
Building.

In the event that the Lessor  does not  substantially  or finally  complete  the
Building as provided for herein then all dates  contained in this Offer to Lease
shall be delayed by the same number of days that substantial or final completion
of the  Building  is  delayed.  Save and  except for delays as a result of force
majeure,  Lessor shall indemnify and save harmless Lessee from all costs, claims
and  liabilities,  howsoever  arising by reason of the delay in the Commencement
Date by the Lessor pursuant to this Offer to Lease.

The  parties  agree  that a  genuine  pre-estimate  of such  costs,  claims  and
liabilities  to be paid to the Lessee by the Lessor shall be the  aggregate  of:
firstly, the amounts of all rental payments due by the Lessee under its existing
leases as more  particularly set out in paragraph 31, and secondly,  an increase
in the Net Rent Free Period set out in  paragraph  11 by one day for each day of
such delay for the first 30 days:  an  increase by two days for each day of such
delay for the next 30 days and an  increase  by three  days for each day of such
delay  thereafter.  And further provided that if the Commencement  Date has been
delayed 90 days,  the Lessee may, at its sole  option,  terminate  this Offer to
Lease and the Lease and this Offer to Lease shall be terminated  and the Deposit
shall be returned to the Lessee and the parties shall have no further obligation
to each other. The Lessee shall not be liable to the Lessor for repayment of any
Tenants Improvement  Allowance paid or accrued payable if this Offer to Lease is
terminated pursuant to this paragraph.

INSERT

2.       BUILDING DESIGN AND CONSTRUCTION

The Lessor agrees to construct the Building substantially in accordance with the
Lessee's  specifications  attached  hereto as  Schedule  "C"  subject to further
modification to be mutually agreed upon.

The  Lessor  agrees  to  co-operate  fully  with the  Lessee  or its  designated
consultant(s),  acting reasonably,  for the purpose of finalizing the design and
specifications of the Building.

The parties agree that the conceptual design and  specifications of the Building
shall be finalized no later than January 25th, 1999.  Lessor agrees to provide a
full set of final construction  drawings to Lessee on finalization of the permit
application drawings of the Building.

4.       BUILDING COMPLETION

Provided   that  the  parties  have   finalized   the   conceptual   design  and
specifications of the Building by January 25, 1999 the Lessor agrees to commence
construction of the Building no later than June 1, 1999 and to diligently pursue
the  construction of the Building in accordance with a construction  schedule to
form part of the  design  and  specifications.  The Lessor  shall  complete  the
Building  such that the  Lessee's  fixturing  work may commence by no later than
June 1st, 2000, subject to force majeure.

For the purpose of this Offer and the Lease,  the  obligations  of the Lessor to
design and  construct  the Building may be subject to delays  caused by the act,
neglect,  delay or default of the Lessee or its agents or contractors,  strikes,
lock-outs,  fire  or  other  damage  or  destruction  of  the  Building  or  any
substantial  part thereof,  adverse weather  conditions or other cause or causes
relative to the  construction  of the Building  beyond the control of the Lessor
(each of which events is herein referred to as force majeure),  but not relating
to the Lessor's  financial  capacity or resulting  from its negligence or wilful
act or default.

In the event of an occurrence of force majeure,  the Lessor shall promptly,  but
in any event no later than five (6) days after the  occurrence  thereof comes to
the attention of the Lessor, give written notice to the Lessee of the occurrence
and of the Lessor's  estimate of the length of delay  resulting  therefrom.  The
time for completion of construction of the Building shall be extended so long as
the force  majeure  occurrence  shall  subsist  which shall include not only the
length  of time  that  the  event  causing  force  majeure  subsists  but also a
reasonable  amount  of time in  respect  of  delays  caused  thereby,  resulting
therefrom or relating thereto.

Substantial  completion of the Building for the purposes of, and as used in this
Offer to Lease,  shall be deemed to have occurred once the Lessor and the Lessee
have  agreed or the its  designated  consultant  (the  "Designated  Consultant")
acting  reasonably  in good  faith  and  without  delay has  certified  that the
Building is  sufficiently  completed for the Lessee to commence  construction of
its  leasehold  improvements  with  immediate  and  continuous  access  to allow
construction of the Lessee's improvements,  including the full use of driveways,
elevators  and loading  docks.  Final  completion  of the Building by the Lessor
shall occur no later than 16 days prior to the Commencement Date.

The Lessor and Lessee  hereby agree to fully  co-operate  with each other and to
coordinate  their  efforts for the  completion of their  respective  work in the
Building.

In the event that the Lessor  does not  substantially  or finally  complete  the
Building as provided for herein then all dates  contained in this Offer to Lease
shall be delayed by the same number of days that substantial or final completion
of the  Building  is  delayed.  Save and  except for delays as a result of force
majeure,  Lessor shall indemnify and save harmless Lessee from all costs, claims
and  liabilities,  howsoever  arising by reason of the delay in the Commencement
Date by the Lessor  pursuant to this Offer to Lease.  The  parties  agree that a
genuine  pre-estimate  of such costs,  claims and  liabilities to be paid to the
Lessee by the Lessor  shall be the  aggregate  of:  firstly,  the amounts of all
rental payments due by the Lessee under its existing leases as more particularly
set out in paragraph 31, and  secondly,  an increase in the Net Rent Free Period
set out in  paragraph  11 by one day for each day of such delay for the first 30
days:  an  increase  by two days for each day of such delay for the next 30 days
and an increase by three days for each day of such delay thereafter. And further
provided that if the Commencement Date has been delayed 90 days, the Lessee may,
at its sole option,  terminate  this Offer to Lease and the Lease and this Offer
to Lease shall be terminated and the Deposit shall be returned to the Lessee and
the parties shall have no further obligation to each other. The Lessee shall not
be liable to the Lessor for repayment of any Tenant's Improvement Allowance paid
or  accrued  payable  if this  Offer  to Lease is  terminated  pursuant  to this
paragraph.

DATED at Edmonton this 8th day of January 1999.

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company

/s/Jane Lewchuk                             January 8, 1999
(Purchaser/Lessee)                          (Date)

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company

/s/Alan P. MacKenzie                        January 7, 1999
(Vendor/Lessor)                             (Date)


<PAGE>


                             AMENDMENT TO AGREEMENT

TYPE OF AGREEMENT OFFER TO LEASE DATED NOVEMBER 25, 1998

SUBJECT  PROPERTY  an office  building  196,000  sq.  ft. to be  constructed  on
Commerce Valley Drive East, Markham

BETWEEN LESSEE(S) SAVILLE SYSTEMS CANADA LTD.
AND LESSOR(S) MONARCH CONSTRUCTION LIMITED


INSERT

2.       BUILDING DESIGN AND CONSTRUCTION

The Lessor agrees to construct the Building substantially in accordance with the
Lessee's  specifications  attached  hereto as  Schedule  "C"  subject to further
modification to be mutually agreed upon.

The  Lessor  agrees  to  co-operate  fully  with the  Lessee  or its  designated
consultant(s)  acting  reasonably,  for the purpose of finalizing the design and
specifications of the Building.

The parties agree that the conceptual design and  specifications of the Building
shall be finalized no later than January 29th, 1999.  Lessor agrees to provide a
full set of final construction  drawings to Lessee on finalization of the permit
application drawings of the Building.

4.       BUILDING COMPLETION

Provided   that  the  parties  have   finalized   the   conceptual   design  and
specifications  of the  Building  by  January  20",  1999 the  Lessor  agrees to
commence  construction  of the  Building  no  later  than  June 1,  1999  and to
diligently  pursue  the  construction  of  the  Building  in  accordance  with a
construction schedule to form part of the design and specifications.  The Lessor
shall  complete the Building such that the Lessee's  fixturing work may commence
by no later than June 1st, 2000, subject to force majeure.

For the purpose of this Offer and the Lease,  the  obligations  of the Lessor to
design and  construct  the Building may be subject to delays  caused by the act,
neglect  delay or default of the Lessee or its agents or  contractors,  strikes,
look-outs,  fire  or  other  damage  or  destruction  of  the  Building  or  any
substantial  part thereof,  adverse weather  conditions or other cause or causes
relative to the  construction  of the Building  beyond the control of the Lessor
(each of which events is herein referred to as force majeure),  but not relating
to the Lessor's  financial  capacity or resulting  from its negligence or wilful
act or default.

In the event of an occurrence of force majeure,  the Lessor shall promptly,  but
in any event no later than five (5) days after the  occurrence  thereof comes to
the attention of the Lessor, give written notice to the Lessee of the occurrence
and of the Lessor's  estimate of the length of delay  resulting  therefrom.  The
time for completion of construction of the Building shall be extended so long as
the force  majeure  occurrence  shall  subsist  which shall include not only the
length  of time  that  the  event  causing  force  majeure  subsists  but also a
reasonable  amount  of time in  respect  of  delays  caused  thereby,  resulting
therefrom or relating thereto.

Substantial  completion of the Building for the purposes of, and as used in this
Offer to Lease,  shall be deemed to have occurred once the Lessor and the Lessee
have  agreed or the its  designated  consultant  (the  "Designated  Consultant")
acting  reasonably  in good  faith  and  without  delay has  certified  that the
Building is  sufficiently  completed for the Lessee to commence  construction of
its  leasehold  improvements  with  immediate  and  continuous  access  to allow
construction of the Lessee's  improvements,  including the full use of driveway,
elevators  and loading  docks.  Final  completion  of the Building by the Lessor
shall occur no later then 18 days prior to the Commencement Date.

The Lessor and Lessee  hereby agree to fully  co-operate  with each other and to
coordinate  their  efforts for the  completion of their  respective  work in the
Building.

In the event that the Lessor  does not  substantially  or finally  complete  the
Building as provided  for herein then all data  contained in this Offer to Lease
shall be delayed by the same number of days that substantial or final completion
of the  Building  is  delayed.  Save and  except for delays as a result of force
majeure,  Lessor shall indemnity and save harmless Lessee from all costs, claims
and  liabilities,  howsoever  arising by reason of the delay in the Commencement
Date by the Lessor  pursuant to this Offer to Lease.  The parties  agree that it
genuine  pre-estimate  of such costs,  claims and  liabilities to be paid to the
Lessee by the Lessor  shall be the  aggregate  of:  firstly,  the amounts of all
rental payments due by the Lessee under its existing lease as more  particularly
set out in paragraph 31, and  secondly,  an increase in the Net Rent Free Period
set out in  paragraph  11 by one day for each day of such delay for the first 30
days:  an  increase  by two days for each day of such delay for the next 30 days
and an increase by three days for each day of such delay thereafter. And further
provided if the  Commencement  Date has been delayed 90 days,  the Lessee may at
its sole option,  terminate  this Offer to Lease and the Lease and this Offer to
Lease shall be  terminated  and the Deposit  shall be returned to the Lessee and
the parties shall have no further obligation to each other. The Lessee shall not
be liable to the Lessor for repayment of any Tenant's Improvement Allowance paid
or  accrued  payable  If this  Offer  to Lease Is  terminated  pursuant  to this
paragraph,

9.  LEASE

The Lease shall be drawn on the  Lessor's  standard  form but will be  otherwise
subject to the terms herein and otherwise to the reasonable  satisfaction of the
Lessee and its solicitors. 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 an other matters  normally  dealt with in  commercial  office leases and
subject to such non-financial  amendments as may be reasonably  requested by the
Lessee  and  Lessor in  consultation  with their  solicitors.  The Lessor  shall
deliver to the Lessee the lessor's  standard  form of lease,  incorporating  the
provisions  of this Offer,  within five (5) days of  acceptance of this offer by
both parties.  The Lease shall contain the Lessor's  representation and warranty
that it is the registered beneficial owner of the Lands and the Building will be
constructed  as provided  for herein,  that the Lands and  Building are zoned to
permit  the  uses as  contemplated  hereby,  and  that  the same are free of any
hazardous  substances and in compliance with all environmental  laws, bylaws and
regulations.  Lessee  agrees to abide by all the terms of the  Lessee  except as
amended by this offer,  or other changes  mutually  agreed to by both parties as
described herein. The provisions of this Offer to Lease shall not merge with the
execution and delivery of the Lease.

This  Offer to Lease  shall be  conditional  until  January  29,  1999 upon both
parties agreeing to all the terms of the Lease for the Premises.  If the parties
cannot  agree upon the final form of lease for the  initial  Premises by January
29, 1999, then this Offer to Lease shall become null and void.

In the event that this Offer to Lease  becomes null and void as provided in this
paragraph,  the Lessee agrees to reimburse the Lessor for fifty percent (50%) of
reasonable  out-of-pocket  expenses  associated  with work In  progress  up to a
maximum of Twenty-Five Thousand Dollars ($25,000.00).

DELETE:

2.       BUILDING DESIGN AND CONSTRUCTION

The Lessor agrees to construct the Building substantially in accordance with the
Lessee's  specifications  attached  hereto as  Schedule  "C"  subject to further
modification to be mutually agreed upon.

The  Lessor  agrees  to  co-operate  fully  with the  Lessee  or its  designated
consultants,  acting  reasonably,  for the purpose of finalizing  the design and
specifications of the Building.

The parties agree that the conceptual design and  specifications of the building
shall be finalized no later than January 25th, 1999.  Lessor agrees to provide a
full set of final construction  drawings to Lessee on finalization at the permit
application drawings of the Building.

4.       BUILDING COMPLETION

         Provided  that the parties have  finalized  the  conceptual  design and
specifications of the Building by January 25, 1999 the Lessor agrees to Commence
construction of the Building no later than June 1, 1999 and to diligently pursue
the  construction of the building in accordance with a construction  schedule to
form part of the  design  and  specifications.  The Lessor  shall  complete  the
Building  such that the Lessee's  fixturing,  work may commence by no later than
June 1st, 2000 subject to force majeure.

         For the  purpose  of this Offer and the Lease the  obligations,  of the
Lessor to design and  construct  the Building may be subject to delays caused by
the act,  neglect,  delay or default of the Lessee or its agents or contractors,
strikes,  lock-outs  fire or other damage or  destruction of the building or any
substantial  part thereof,  adverse weather  conditions or other cause or causes
relative to the  construction  of the Building  beyond the control of the Lessor
(each at which events is herein referred to as force majeure),  but not relating
to the Lessor's  financial  capacity or resulting  from its negligence or wilful
act or default.

In the event of an occurrence of force majeure,  the Lessor shall promptly,  but
in any event no later than five (5) days after the  occurrence  thereof comes to
the attention of the Lessor, give written notice to the Lessee of the occurrence
and of the Lessor's  estimate of the length of delay  resulting  therefrom.  The
time for completion at construction of the Building shall be extended so long as
the force  majeure  occurrence  shall  subsist  which shall include not only the
length  of time  that  the  event  causing  force  majeure  subsists  but also a
reasonable  amount  of time in  respect  of  delays  caused  thereby,  resulting
therefrom or relating thereto.

         Substantial completion of the Building for the purposes of, and as used
in this Offer to Lease shall be deemed to have  occurred once the Lessor and the
Lessee have agreed or the its designated consultant (the "Designated Consultant)
acting  reasonably  in good  faith  and  without  delay has  certified  that the
Building to  sufficiently  completed for the Lessee to commence  construction of
its  leasehold  improvements  with  immediate  and  continuous  access  to allow
construction of the Lessee's improvements,  including the full use of driveways,
elevators  and loading  docks.  Final  completion  at the Building by the Lessor
shall occur no later than 15 days prior to the Commencement Date.

The Lessor and Lessee  hereby agree to fully  co-operate  with each other and to
co-ordinate  their efforts for the  completion of their  respective  work in the
Building.

         In the event that the Lessor does not substantially or finally complete
the  Building as provided  for herein then all dates  contained in this Offer to
Lease  shall be delayed  by the same  number of days that  substantial  or final
completion of the Building is delayed. Save and except for delays as a result of
force majeure,  Lessor shall  indemnify and save harmless Lessee from all costs,
claims  and  liabilities,  howsoever  arising  by  reason  of the  delay  in the
Commencement  Date by the Lessor  pursuant  to this Offer to Lease.  The parties
agree that a genuine  pre-estimate  of such costs,  claims and liabilities to be
paid to the Lessee by the Lessor shall be the aggregate of: firstly, the amounts
of all due rental payments due by the Lessee,  under its existing leases as more
particularly set out in paragraph 31, and secondly,  an increase in the Net Rent
Free  Period set out in  paragraph  11 by one day for each day of such delay for
the first 30 days:  an  increase  by two days for each day of such delay for the
next 30  days  and an  increase  by  three  days  for  each  day of  such  delay
thereafter. And further provided that, if the Commencement Date has been delayed
90 days,  the Lessee may, at its sole option  terminate  this Offer to Lease and
the Lease and this Offer to Lease shall be  terminated  and the Deposit shall be
returned to the Lessee and the parties shall have no further  obligation to each
other. The Lessee shall not be liable to the Lessor for repayment of any Tenants
Improvement  Allowance  paid or  accrued  payable  if this  Offer  to  Lease  is
terminated pursuant to this paragraph.

8.       LEASE

The Lease shall be drawn on the  Lessor's  standard  form but will be  otherwise
subject to the terms herein and otherwise to the reasonable  satisfaction of the
Lessee and its solicitors.  The laws 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 non-financial  amendments as may be reasonably  requested by the
Lease and Lessor in consultation with their solicitors. The Lessor shall deliver
to the Lessee the lessor's standard form of lease,  incorporating the provisions
of this Offer, within five (5) days of acceptance of this offer by both parties.
The Lease shall contain the Lessor's  representation and warranty that it is the
registered beneficial owner of the Lands and the Building will be constructed as
provided for herein, that the Lands and Building are zoned to permit the uses as
contemplated  hereby, and that the same are free of any hazardous substances and
in compliance  with all  environmental  laws,  by-laws and  regulations.  Lessee
agrees to abide by all the terms of the Lease  except as amended by this  offer,
or other changes  mutually  agreed to by both parties as described  herein.  The
provisions  of this  Offer to Lease  shall  not  merge  with the  execution  and
delivery of the Lease.

This Offer to Lease shall be  conditional  until  January  25th,  1999 upon both
parties agreeing to all the terms of the Lease for the Premises.  It the parties
cannot  agree upon the final form of lease for the  initial  Premises by January
25th, 1999, then this Offer to Lease shall become null and void.

In the event that this Offer to Lease  becomes null and void as provided in this
paragraph,  the losses agrees to reimburse the Lessor for fifty percent (50%) of
reasonable  out-of-pocket  expenses  associated  with work in  progress  up to a
maximum of Twenty-Five Thousand Dollars ($25,000.00).

DATED at Edmonton this 22 day of January, 1999

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company

/s/C. Jane Lewchuk                  01/22/99
(Purchaser/Lessee)                  (Date)

IN WITNESS whereof I have hereunto set my hand and seal:
I have authority to bind the Company

/s/Alan P. MacKenzie                01/25/99
(Vendor/Lessor)                     (Date)



<PAGE>


                                  SCHEDULE "F"

                              RULES AND REGULATIONS

                           COMMERCE VALLEY DRIVE EAST,
                                MARKHAM/ ONTARIO

To be read  with  and form a part of this  lease  between  MONARCH  CONSTRUCTION
LIMITED (LESSOR) and SAVILLE SYSTEMS CANADA LTD. (LESSE)

1. INTENTIONALLY DELETED

2. The  sidewalks,  entries,  passages,  elevators and  staircases  shall not be
obstructed or used by the Tenant, his agents, servants, contractors, invitees or
employees  for any purpose  other than ingress to and egress from the  Premises.
The Landlord  reserves entire control of all parts of the Building  employed for
the common benefit of the tenants including,  without restricting the generality
of the foregoing, the sidewalks,  entries, corridors and passages not within the
Premises, washrooms,  lavatories, air conditioning closets, fan rooms, janitor's
closets, as it may deem advisable,  provided that ingress to and egress from the
Premises is not unduly impaired thereby.

3. The Tenant, his agents,  servants,  contractors,  invitees or employees shall
not bring into,  take out,  position,  construct,  install or move any  business
machine or other heavy office  equipment  without first obtaining the consent in
writing of the  Landlord.  In giving such consent.  the Landlord  shall have the
right in its sole discretion to prescribe the weight  permitted and the position
thereof and the use and design of planks,  skids or platforms to distribute  the
weight  thereof.  All damage  done to the  Building  by moving or using any such
heavy equipment or other office  equipment or furniture shall be repaired at the
expense  of the  Tenant.  The  moving of all  heavy  equipment  or other  office
equipment or  furniture in or out of the Building  shall take place only at such
times and using such  entrance,  hallways,  corridors  and  elevator as shall be
approved in writing by the  Landlord  and the persons  employed to move the same
must be acceptable to the Landlord.  Safes and other heavy office equipment will
be moved through the halls and  corridors  only upon steel  bearing  plates.  No
freight or bulky matter of any  description  shall be received into the Building
or carried in the elevators, except during hours approved by the Landlord.

4. The Tenant  shall  permit and  facilitate  the entry of the Landlord or those
designated  by it,  into the  Premises  for the purpose of  inspection,  repair,
window cleaning and the performance of other services.

5.       INTENTIONALLY DELETED

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

7.       INTENTIONALLY DELETED

8.       INTENTIONALLY DELETED

9.       INTENTIONALLY DELETED

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

11. No animals or birds shall be brought into the Premises. nor shall the Tenant
operate or permit to be operated any musical or  sound-producing  instrument  or
device which may be heard outside the Premises.

12. Canvassing, soliciting and peddling in the Building are prohibited.

13.  No  vehicles  shall be  brought  within  the  Building.  Any  hand  trucks,
carryalls,  or similar  appliances  used in the Building  shall be equipped with
rubber tires, side guards and other safeguards as the Landlord shall require.

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

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

16. All  deliveries  to the  Premises  of bulky  goods shall be made during such
hours and by using  such  entrance,  hallways,  corridors  and  elevator  as the
Landlord and Tenant shall mutually agree upon, both parties acting reasonably.

17. The foregoing regulations,  as from time to time amended are not necessarily
of  uniform  application,  but may be waived in whole or in part in  respect  of
other tenants without affecting their  enforceability with respect to the Tenant
and the  Premises,  and may be waived in whole or in part  with  respect  to the
Premises without waiving them as to future application to the Premises,  and the
imposition of such  regulations  shall not create or imply any obligation of the
Landlord  to enforce  them or create any  liability  of the  Landlord  for their
non-enforcement.


<PAGE>



                                   SCHEDULE"G"

                    NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the

"Agreement") is made and entered into

between SAVILLE SYSTEMS CANADA, LTD. ("Tenant") and
         a
("Lender") and MONARCH CONSTRUCTION LIMITED ("Landlord").

RECITALS:

WHEREAS,  Landlord  executed a Lease dated as of January 26th, 1999 in favour of
Tenant (the  "Lease"),  a short form of which will be registered  simultaneously
herewith,  covering a certain Demised  Premises therein  described  located on a
parcel of real  estate,  a legal  description  of which is  attached  hereto and
incorporated herein by this reference as Exhibit "A" (said parcel of real estate
and the Demised Premises being sometimes  collectively referred to herein as the
"Property"): and


WHEREAS, it is a condition to said loan that said Mortgage shall unconditionally
be and  remain  at all  times a lien or  charge  upon the  Property,  prior  and
superior to the lease and to the leasehold estate created thereby; and

WHEREAS,  the parties hereto desire to assure Tenant's possession and control of
the Property under the Lease upon the terms and conditions therein contained;

NOW,  THEREFORE.  for and in  consideration of the mutual covenants and premises
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby  acknowledged  and agreed to, the parties hereto do hereby agree
as follows:

AGREEMENT:

1. The Lease is and shall be subject and subordinate to the Mortgage, and to all
renewals,  modifications,  consolidations,  replacements and extensions thereof,
and to all future advances made thereunder.

2. Should  Lender  become the owner or a mortgage in possession of the Property,
or should the Property be sold by reason of  foreclosure,  or other  proceedings
brought to enforce the Mortgage  which  encumbers  the  Property,  or should the
Lender  appoint a  Receiver/Manager  of the  Property or should the  Property be
transferred  by deed in  lieu of  foreclosure,  or  should  any  portion  of the
Property be sold under a trustee's or Judicial sale or power of sale,  the Lease
shall continue in full force and effect as a direct lease between the then owner
of the Property covered by the Mortgage and Tenant, upon, and subject to, all of
the terms,  covenants  and  conditions  of the Lease for the balance of the Term
thereof remaining, including any extensions therein provided. Tenant does hereby
agree to  attorn  to Lender or to any such  owner as its  landlord,  and  Lender
hereby agrees that it will accept such attornment.

3.  Notwithstanding  any other provision of this Agreement,  Lender shall not be
(a) liable for any default of any landlord under the Lease (including Landlord),
except that Lender  agrees to cure any default of Landlord that is continuing as
of the date Lender  forecloses the Property or becomes a Mortgagee in possession
or appoints a  Receiver/Manager  for the  Property or commences  proceedings  in
connection  with the Property  under power of sale within  thirty (30) days from
the date Tenant delivers  written notice to Lender of such  continuing  default.
unless such default is of such a nature to  reasonably  require more than thirty
(30) days to cure and then Lender shall be permitted such  additional time as is
reasonably  necessary  to effect  such  cure,  provided  Lender  diligently  and
continuously  proceeds  to cure such  default:  (b)  subject  to any  offsets or
defenses  which have accrued prior to the date of  foreclosure  or power of sale
proceedings,  unless Tenant shall have delivered to Lender written notice of the
default which gave rise to such offset or defense and permitted  Lender the same
right to cure such default as permitted  Landlord under the Lease:  (c) bound by
any Rent  that  Tenant  may have paid  under  the  Lease  more than one month in
advance,  (d) bound by any amendment or modification of the Lease hereafter made
without  Lender's prior written  consent,  (e) responsible for the return of any
security  deposit  delivered  to Landlord  under the Lease and not  subsequently
received by Lender.

4. If Lender sends written  notice to Tenant to direct its Rent  payments  under
the Lease to lender  instead  of  Landlord.  then  Tenant  agrees to follow  the
instructions set forth in such written instructions and deliver Rent payments to
Lender:  however,  Landlord and Lender agree that Tenant shall be credited under
the Lease for any Rent payments sent to Lender pursuant to such written notice.

5. All notices which may or are required to be sent under this  Agreement  shall
be in writing and shall be sent by first-class registered mail, postage prepaid,
return receipt  requested,  and sent to the party at the address appearing below
or such other  address as any party  shall  hereafter  inform the other party by
written notice given as set forth above:


LANDLORD:MONARCH CONSTRUCTION LIMITED
         2025 Sheppard Avenue East
         Toronto. Ontario
         M2J 1V7
         Attention: The Corporate Secretary
         Facsimile: (416) 491-7216

All notices  delivered  as set forth above shall be deemed  effective  three (3)
days from the date deposited in the Canadian mail.

6. Said  Mortgage  shall not cover or  encumber  and shall not be  construed  as
subjecting  in any manner to the lien  thereof any of Tenant's  improvements  or
trade  fixtures,  furniture,  equipment or other  personal  property at any time
placed or  installed  in the  Premises.  In the event the  Property  or any part
thereof shall be taken for public purposes by  expropriation or transfer in lieu
thereof or the same are damaged or  destroyed,  the rights of the parties to any
expropriation  award or insurance proceeds shall be determined and controlled by
the applicable provisions of the Lease.

7. This  Non-Disturbance and Attornment  Agreement shall inure to the benefit of
and be binding upon the parties hereto, their successors in interest,  heirs and
assigns and any subsequent owner of the Property secured by the Mortgage.

8. Should any action or proceeding be commenced to enforce any of the provisions
of this  Non-Disturbance  and  Attornment  Agreement or in  connection  with its
meaning,  the prevailing  party in such action shall be awarded,  in addition to
any other relief it may obtain,  its reasonable costs and expenses,  not limited
to taxable  costs,  and  reasonable  legal fees on "a solicitor  and his client"
basis.



<PAGE>



                                 APPENDIX " 1 "

                               INDEMNITY AGREEMENT



THIS AGREEMENT is dated January 26th  1999

BETWEEN:

MONARCH CONSTRUCTION LIMITED

(the "Landlord")

and

SAVILLE SYSTEMS PLC

(the "Indemnifier")

In order to induce the  Landlord  to sign the lease  between  the  Landlord  and
Saville Systems Canada, Ltd. as Tenant,  dated January 26th, 1999 (the "Lease"),
the Indemnifier agrees with the Landlord that:

1.(a)  Throughout  the Term of the  Lease  and any  extension  or  renewal,  the
Indemnifier  will : (1) promptly pay all Rent and any other  amounts  payable by
the  Tenant  under the Lease,  whether  to the  Landlord  or anyone  else;  (ii)
promptly  perform each and every  obligation of the Tenant under the Lease,  and
(iii)  indemnify and protect the Landlord  from any losses or costs  incurred by
the Landlord if the Tenant fails to pay the Rent or other  amounts or to perform
any of its obligations under the Lease.

(b) Even if there is an Early Termination, the Indemnifier will remain obligated
under this  Agreement  throughout  the Term and any  renewals or  extensions  as
though the Early Termination had not occurred.  An "Early  Termination"  means a
disaffirmance,  disclaimer,  repudiation,  rejection or termination of the Lease
(as a result of court  proceedings  or  otherwise),  or a surrender of the Lease
which  the  Landlord  did not  accept  in  writing,  which  occurs  prior to the
originally  specified expiry date of the Term or renewal or extension.  If there
is an Early Termination,  the Indemnifier will, at the Landlord's option, become
the Landlord's tenant on the terms of the Lease.

2. This indemnity is absolute and unconditional.  The Indemnifier's  obligations
under  this  Agreement  will not be  affected  by (a) any  modifications  to the
Tenant's  obligations under the Lease which the Landlord allows the Tenant,  (b)
the fact that the Landlord  does not enforce any of the terms of the Lease:  (c)
any  assignment  of the  Lease by the  Tenant  or by any  trustee,  receiver  or
liquidator: (d) any consent which the Landlord gives to any Transfer (as defined
in the Lease): (c) any amendment to the Lease or any waiver by the Tenant of its
rights under the lease, or (f) the expiry of the Term.

3. The Landlord is not required to notify the Indemnifier  that the Landlord has
accepted  this  Agreement  or that the Tenant  has failed to perform  any of its
obligations  under the Lease.  Nevertheless,  if the Landlord wishes to send any
notice to the Indemnifier.  it must deliver it or mail it by prepaid  registered
mail  addressed to the  Indemnifier at One Van de Graaff Drive,  Burlington,  MA
01803 or, at the Landlord's  option, at the Leased Premises.  Any notice will be
considered to have been given on the day it was delivered,  or if mailed,  three
(3) days after the date it was mailed.  The  Indemnifier may notify the Landlord
in writing of a substitute address for the above address. If two or more parties
are named as  Indemnifier,  the  Landlord may give any notice to be given to the
Indemnifier  to only one of the  parties,  and in doing so both of them  will be
considered to have been notified.

4. If there is a default under the Lease or under this  Agreement,  the Landlord
will not be required  to: (a)  proceed  against or pursue  anything  against the
Tenant  first:  (b)  proceed  against  any  security  of the Tenant  held by the
Landlord: or (c) pursue any other remedy whatsoever.  The Landlord has the right
to enforce this Agreement even if it accepts additional security from the Tenant
and even if it or anyone else releases or discharges the Tenant or if the Tenant
is released or discharged by operation of any law. The Indemnifier is not a mere
guarantor: the Indemnifier is primarily responsible for the Tenant's obligations
under the Lease.

5. The  Indemnifier's  obligations  under this Agreement will not be affected by
the  release  or  discharge  of the  Tenant  ("Release")  in  any  receivership,
bankruptcy,  winding-up  or  other  creditors'  proceedings.  The  Indemnifier's
obligations  will continue to apply to the periods  before and after the Release
as if the Release had not occurred.  The  Indemnifier's  obligations will not be
affected by any repossession of the leased premises by the Landlord, except that
if the Landlord  regrets the Leased  Premises then the payments  received by the
Landlord (after  deducting all costs and expenses of repossessing  and reletting
the Leased Premises) will be credited by the Landlord against the  Indemnifier's
obligations under this Agreement.

6.  Even  though  the  Landlord  may  have  already  taken  action  against  the
Indemnifier  under  this  Agreement  because of a default  under the Lease,  and
whether or not that action has  succeeded  or been  completed,  the Landlord may
take further action against the Indemnifier under this Agreement if there is any
further default under the Lease.

7.  This  Indemnity  can  only be  modified  in  writing,  signed  by  both  the
Indemnifier and the Landlord.

8. If two or more parties are named as  Indemnifier,  each party is  responsible
for the obligations of the Indemnifier,  both individually and together with the
others.

9. All of the terms of this Agreement apply to the Indemnifier and to his or her
heirs, executors, administrators, successors and assigns, and may be enforced by
the Landlord.  its successors and assigns. and any holder of any charge over all
or any part of the lands on which the Leased Premises are located.

10. The expressions "Landlord",  "Tenant", "Rent", "Term", and "Leased Premises"
and  other  capitalized  words  used in this  Agreement  have the same  meaning,
respectively, as they are given in the Lease.

11. This Agreement will be governed by the laws of the Province of Ontario.

12. The Indemnifier's  obligations under this Indemnity  Agreement are at an end
in the event of the exercise of the option to terminate  contained in section 22
of Schedule "E" of this Lease but not until all amounts are paid to the Landlord
pursuant to section 22 of Schedule "E" of the Lease.

THE LANDLORD AND  INDEMNIFIER  HAVE SIGNED  BELOW,  to confirm the terms of this
Agreement.

SIGNED, SEALED AND DELIVERED in the presence of:

MONARCH CONSTRUCTION LIMITED
         (Landlord)

per:     Name: /s/Ian R. Taylor

per:     Name: /s/


SAVILLE SYSTEMS PLC

(Indemnifier)

per:     Name: /s/John J. Boyle III
         Title: Chairman and CEO
per:     Name: /s/Christopher A. Hanson
         Title: CFO


<PAGE>



November 26, 1998

Mr. Elliot Greenberg
Associate Vice President
C.B. Richard Ellis
2005 Sheppard Avenue East, Suite 600
North York, Ontario
M2J 5B4

Dear Elliot:

RE:  OFFER TO LEASE BETWEEN SAVILLE SYSTEMS AND MONARCH CONSTRUCTION LIMITED

This letter hereby amends sentence 2 of Clause 9 - LEASE as follows:

The Lessor  shall  deliver to the Lessee the  Lessor's  standard  form of lease,
incorporating  the  provisions  of this Offer,  within five (5) business days of
acceptance of this offer by both parties.

Yours truly,

/s/C. Jane Lewchuk

C. Jane Lewchuk
Manager, Global Administrative Services


Acknowledged and agreed this 27th day of November, 1998.

/s/ Alan P. MacKenzie
Director, Commercial Property Developments
Monarch Construction Limited