<PAGE>   1
                                                                  EXHIBIT 10.24






                                   INDUSTRIAL

                                LEASE AGREEMENT


                              7490 PACIFIC CIRCLE

                              MISSISSAUGA, ONTARIO


                                    BETWEEN


                              2725312 CANADA INC.

                                 (THE LANDLORD)


                                      AND


                       NEW ENGLAND COMPUTER GRAPHICS INC.

                                  (THE TENANT)








LEASE COMMENCEMENT:  AUGUST 1, 1997



                                       1
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                             <C>
DEFINITIONS.....................................................................1
      ADDITIONAL RENT...........................................................1
      ALTERATIONS...............................................................1
      ARCHITECT.................................................................1
      BUILDING..................................................................1
      BUSINESS TAX..............................................................2
      CAPITAL TAX...............................................................2
      CHANGE OF CONTROL.........................................................2
      COMMENCEMENT DATE.........................................................2
      COMMON AREAS..............................................................2
      GROSS RENTABLE AREA.......................................................2
      GROSS RENTABLE AREA OF THE BUILDING.......................................2
      INCLUDING" AND "INCLUDES".................................................2
      INDEMNIFIER...............................................................2
      LANDS 3
      LEASEHOLD IMPROVEMENTS....................................................3
      MORTGAGE..................................................................3
      MORTGAGEE.................................................................3
      NET RENT..................................................................3
      OFFER TO LEASE............................................................3
      OPERATING COSTS...........................................................3
      PERSON....................................................................4
      PREMISES..................................................................4
      PROPERTY..................................................................5
      PROPORTIONATE SHARE.......................................................5
      RENT......................................................................5
      RENTAL YEAR...............................................................5
      RULES AND REGULATIONS.....................................................5
      SALES TAX.................................................................5
      STRUCTURAL REPAIRS........................................................5
      TAXES 5
      TENANT....................................................................5
      TERM 5
      TRANSFER..................................................................6
      TRANSFEREE................................................................6


TERM AND USE....................................................................6
      GRANT AND PREMISES........................................................6
      TERM......................................................................6
      CONSTRUCTION OF PREMISES..................................................6
      USE.......................................................................6
      TENANT'S COVENANTS AS TO USE AND OCCUPANCY................................6
      ENVIRONMENTAL.............................................................7


RENT  7
      COVENANT TO PAY...........................................................7
      NET RENT..................................................................7
      ADDITIONAL RENT...........................................................8
      RENTAL DEPOSIT............................................................8
</TABLE>


                                      -i-
<PAGE>   3



                                      -i-
<PAGE>   4

<TABLE>
         <S>                                                                    <C>
         SECURITY DEPOSIT....................................................... 8
         PAYMENT OF TAXES AND OPERATING COSTS................................... 8
         RENT & ADDITIONAL RENT PAST DUE........................................ 9
         NET LEASE.............................................................. 9
         UTILITIES.............................................................. 9
         HEATING, VENTILATING AND (IF APPLICABLE) AIR-CONDITIONING UNITS........10


MAINTENANCE, REPAIRS AND COMMON AREAS...........................................10
         TENANT'S OBLIGATIONS...................................................10
         LANDLORD'S OBLIGATIONS.................................................10
         APPROVAL OF TENANT'S ALTERATIONS.......................................11
         REPAIR WHERE TENANT AT FAULT...........................................11
         REMOVAL OF IMPROVEMENTS AND FIXTURES...................................11
         LIENS..................................................................12
         NOTICE BY TENANT.......................................................12
         NO LANDLORD'S LIABILITY................................................12


CONTROL OF PROPERTY BY LANDLORD.................................................12
         ALTERATIONS BY LANDLORD................................................12
         RIGHT OF EXAMINATION...................................................13
         RIGHT TO SHOW PREMISES.................................................13
         ENTRY NOT FORFEITURE...................................................13


INSURANCE AND INDEMNITY.........................................................13
         TENANT'S INSURANCE.....................................................13
         LANDLORD'S INSURANCE...................................................14
         INDEMNIFICATION OF THE LANDLORD........................................15
         LOSS OR DAMAGE.........................................................15
         INCREASE IN INSURANCE PREMIUMS.........................................15
         CANCELLATION OF INSURANCE..............................................15


ASSIGNMENT AND SUBLETTING.......................................................16
         TRANSFERS..............................................................16
         LANDLORD'S RIGHT TO TERMINATE..........................................16
         CONDITIONS OF TRANSFER.................................................17
         CHANGE OF CONTROL......................................................17
         NO ADVERTISING.........................................................17
         ASSIGNMENT BY THE LANDLORD.............................................17


DAMAGE, DESTRUCTION AND EXPROPRIATION...........................................17
         LANDLORD'S OPTION......................................................17
         DAMAGE TO PREMISES.....................................................18
         LANDLORD'S PLANS.......................................................18
         ARCHITECT'S CERTIFICATE................................................18


         DEFAULT................................................................19
         DEFAULT AND REMEDIES...................................................19
         DISTRESS...............................................................20
</TABLE>



                                     -ii-
<PAGE>   5

<TABLE>
         <S>                                                                    <C>
         COSTS 20
         ALLOCATION OF PAYMENTS.................................................20
         SURVIVAL OF OBLIGATIONS................................................20
         ADDITIONAL RENT DEEMED RENT............................................20
         LANDLORD'S RIGHT TO PERFORM............................................20


STATUS STATEMENT; ATTORNMENT AND SUBORDINATION..................................21
         STATUS STATEMENT.......................................................21
         SUBORDINATION..........................................................21
         ATTORNMENT.............................................................21
         EXECUTION OF DOCUMENTS.................................................21


GENERAL PROVISIONS..............................................................21
         QUIET ENJOYMENT........................................................21
         RULES AND REGULATIONS..................................................21
         DELAY 22
         OVERHOLDING............................................................22
         WAIVER ................................................................22
         REGISTRATION...........................................................22
         NOTICES................................................................22
         SUCCESSORS & ASSIGNS...................................................22
         JOINT AND SEVERAL LIABILITY............................................23
         CONSENT................................................................23
         SIGNS..................................................................23
         ACCORD AND SATISFACTION................................................23
         OCCUPANCY PERMIT.......................................................23
         SCHEDULES..............................................................23
         ENTIRE AGREEMENT.......................................................23
</TABLE>

         SCHEDULE "A"   LEGAL DESCRIPTION AND SITE PLAN
         SCHEDULE "B"   RULES AND REGULATIONS
         SCHEDULE "C"   SPECIAL PROVISIONS (IF ANY)



                                     -iii-
<PAGE>   6


                                   INDUSTRIAL

                                LEASE AGREEMENT

                              7490 PACIFIC CIRCLE



THIS LEASE is dated the 25th day of July, 1997.

BETWEEN:           2725312 CANADA INC.               (HEREINAFTER CALLED
                                                              THE "LANDLORD")
                   Suite 500
                   10 Carlson Court
                   Etobicoke, Ontario
                   M9W 6L2

                   OF THE FIRST PART

AND:               NEW ENGLAND COMPUTER              (HEREINAFTER CALLED
                   GRAPHICS, INC.                             THE "TENANT")

                   7490 Pacific Circle
                   Unit 1
                   Mississauga, Ontario
                   L5T 2A2

                   OF THE SECOND PART




1.       DEFINITIONS

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

         ADDITIONAL RENT

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

         ALTERATIONS

         "Alterations" means all repairs, replacements, alterations or 
         additions to the Premises by or on behalf of the Tenant.

         ARCHITECT

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

         BUILDING

         "Building" means the industrial building located on the Lands and 
         municipally known as:
<PAGE>   7



                  7490 PACIFIC CIRCLE                 (HEREINAFTER CALLED
                                                             THE "BUILDING")
                  Mississauga, Ontario

         BUSINESS TAX

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

         CAPITAL TAX

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

         CHANGE OF CONTROL

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

         COMMENCEMENT DATE

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

         COMMON AREAS

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

         GROSS RENTABLE AREA

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

         GROSS RENTABLE AREA OF THE BUILDING

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

         "INCLUDING" AND "INCLUDES"

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

         INDEMNIFIER

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



                                      -2-
<PAGE>   8

         LANDS

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

         LEASEHOLD IMPROVEMENTS

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

         MORTGAGE

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

         MORTGAGEE

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

         NET RENT

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

         OFFER TO LEASE

         "Offer to Lease" means the agreement between the Landlord and Tenant
         with respect to the Premises, dated the 22nd day of July, 1997.

         OPERATING COSTS

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

         the total annual costs of insurance carried in respect of the 
         Property;

         cleaning, snow removal, garbage and waste collection and disposal, 
         landscaping and parking areas,

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

         policing, security and supervision, accounting and auditing, a
              reasonable rental value for office space used by on-site
              employees, and related expenses;

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

         the cost of equipment and signs, including Building directory board 
              and identification and the repair and maintenance thereof;

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



                                      -3-
<PAGE>   9

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

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

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

         Capital Tax;

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

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

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

         Operating Costs shall not include:

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

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

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

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

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

1.2.     PERSON

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

1.3.     PREMISES

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

1.4.     PROPERTY

         "Property" means the Lands and Building.



                                      -4-
<PAGE>   10

1.5.     PROPORTIONATE SHARE

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

1.6.     RENT

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

1.7.     RENTAL YEAR

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

1.8.     RULES AND REGULATIONS

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

1.9.     SALES TAX

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

1.10.    STRUCTURAL REPAIRS

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

1.11.    TAXES

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

1.12.    TENANT

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

1.13.    TERM

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



                                      -5-
<PAGE>   11

1.14.    TRANSFER

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

1.15.    TRANSFEREE

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

                                   ARTICLE 2

2.       TERM AND USE

2.1.     GRANT AND PREMISES

         The Landlord leases the Premises to the Tenant for the Term. The
         Premises are shown outlined on the site plan attached as Schedule "A"
         and are presently known as 7490 PACIFIC CIRCLE Unit No. 1 of the
         Building. The Gross Rentable Area of the Premises is approximately Two
         Thousand Nine Hundred and Sixty-Three (2,963) square feet.

2.2.     TERM

         The Term of this lease is Three (3) years commencing on August 1, 1997
         and expiring on July 31, 2000.

2.3.     CONSTRUCTION OF PREMISES

         (Deleted intentionally)

2.4.     USE

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

2.5.     TENANT'S COVENANTS AS TO USE AND OCCUPANCY

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



                                      -6-
<PAGE>   12

2.6.     ENVIRONMENTAL

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

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

                                   ARTICLE 3

3.       RENT

3.1.     COVENANT TO PAY

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

3.2.     NET RENT

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



                                      -7-
<PAGE>   13

<TABLE>
<CAPTION>


        RENTAL                       ANNUAL               MONTHLY              RATE PER
                PERIOD               RENTAL               RENTAL               SQ. FT.
        <S>                        <C>                   <C>                   <C>
        August 1, 1997 to          $16,296.50            $1,358,04              $5.50
        July 31, 2000
</TABLE>

         The Landlord may, at its option, re-measure the Gross Rentable Area of
         the Premises, with appropriate adjustments being made if necessary, in
         which case the Landlord and Tenant shall sign an acknowledgement as to
         the revised Gross Rentable Area of the Premises, as well as the
         revised Net Rent payable. The decision of the Landlord as to such
         re-measurements shall be final and binding.

3.3.     ADDITIONAL RENT

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

3.4.     RENTAL DEPOSIT

         The Landlord acknowledges receipt of a cheque in the amount of Two
         Thousand Two Hundred and Eleven Dollars and Thirty-Six Cents
         ($2,211.36) from the Tenant, to be applied as a deposit against Rent
         accruing due in the first month of the Term.

3.5.     SECURITY DEPOSIT

         The Landlord acknowledges receipt of a cheque in the amount of Two
         Thousand Two Hundred and Eleven Dollars and Thirty-Six Cents
         ($2,211.36), to be held by the Landlord, without interest, as security
         deposit (the "Security") for the performance by the Tenant of the
         terms of this lease. In the event of default by the Tenant under this
         lease, the Landlord may at its option, without prejudice to any of its
         other rights, apply all or part of the Security to compensate it for
         any loss as a result of such default. If all or any part of the
         Security is so applied, the Tenant shall, on demand, restore the
         Security to its original amount. On termination of this lease, if the
         Tenant is not then in default, the Security will be returned to the
         Tenant. If the Landlord sells its interest in the Premises, it may
         deliver the Security to the purchaser, and the Landlord will be
         released from any further liability with respect to the Security or
         its return to the Tenant.

3.6.     PAYMENT OF TAXES AND OPERATING COSTS

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

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

         (c)      Notwithstanding any other provision of this lease, if Taxes
                  in respect of the Building, Lands or Premises shall be
                  increased by reason of any installations made in or
                  alterations made to the Premises, the Tenant shall pay the
                  entire amount of such increase. If the Tenant designates that
                  Taxes shall go to support separate schools, the Tenant shall
                  pay to the Landlord the difference 



                                      -8-
<PAGE>   14

                  between the rate for separate and public schools as
                  Additional Rent, forthwith upon presentation of an invoice
                  therefor, in addition to the amounts otherwise payable by the
                  Tenant hereunder.

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

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

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

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

3.7.     RENT & ADDITIONAL RENT PAST DUE

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

3.8.     NET LEASE

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

3.9.     UTILITIES

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

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

         The Landlord warrants that the heating and air-conditioning (if any)
         units located in the Premises (the "Units") will be in good working
         order on the Commencement Date. The Tenant shall 30 days prior to the
         expiration of the Term provide the Landlord with a certificate from a
         recognized, reputable heating and air-



                                      -9-
<PAGE>   15

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

                                   ARTICLE 4

4.       MAINTENANCE, REPAIRS AND COMMON AREAS

4.1.     TENANT'S OBLIGATIONS

         The Tenant covenants that at its cost:

         (a)      it shall repair, maintain and keep the Premises (including, 
                  without limitation Leasehold Improvements, the Units and all
                  plate glass) in good condition and repair and in accordance
                  with all laws, directions, rules and regulations of all
                  governmental agencies having jurisdiction and without
                  limitation, will make all repairs and replacements to all of
                  the Premises, including replacement to all equipment and base
                  building facilities and all Structural Repairs unless
                  specifically excepted herein. The Tenant covenants to heat
                  the Promises to a temperature sufficient to prevent all
                  pipes, plumbing fixtures and equipment from bursting or
                  suffering damage;

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

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

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

4.2.     LANDLORD'S OBLIGATIONS

         The Landlord covenants that it will at its cost make:

         (a)      structural repairs to the Premises caused by or resulting 
                  from inherent structural defects or weaknesses; and

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

4.3.     APPROVAL OF TENANT'S ALTERATIONS

         (a)      No Alterations shall be made to the Premises without the
                  Landlord's prior written approval. All Alterations shall be
                  performed:

                  (i)      by contractors and workmen approved by the Landlord;

                  (ii)     in a good and workmanlike manner;



                                     -10-
<PAGE>   16


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

                  (iv)     in accordance with all applicable laws and 
                           regulations; and

                  (v)      subject to such indemnification against liens as the 
                           Landlord reasonably requires.

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

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

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

4.4.     REPAIR WHERE TENANT AT FAULT

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

4.5.     REMOVAL OF IMPROVEMENTS AND FIXTURES

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

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

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

4.6.     LIENS

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



                                     -11-
<PAGE>   17


4.7.     NOTICE BY TENANT

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

4.8.     NO LANDLORD'S LIABILITY

         The Landlord is not liable for any damage caused to the Tenant by
         reason of failure of any equipment or facilities serving the Building
         or the Property, interruption or discontinuance of any utility
         services or delays in the performance of any work for which the
         Landlord is responsible. The Landlord may stop, interrupt or reduce
         any services, systems or utilities provided to, or serving, the
         Building or the Premises, for the purpose of performing repairs,
         alterations or maintenance or to comply with laws or regulations or
         binding requirements of its insurers or for causes beyond the
         Landlord's reasonable control or as a result of the Landlord
         exercising any rights reserved to it pursuant to this lease. The
         Landlord shall not be in breach of its covenant for quiet enjoyment or
         liable for any loss, costs or damages, whether direct or indirect,
         incurred by the Tenant due to any of the foregoing, but the Landlord
         shall use reasonable efforts to restore the services, utilities or
         systems so stopped, interrupted or reduced.

                                   ARTICLE 5

5.       CONTROL OF PROPERTY BY LANDLORD

5.1.     ALTERATIONS BY LANDLORD

         The Landlord may:

         (a)      alter, add to, subtract from, construct improvements to,
                  re-arrange, build additional storeys on and construct
                  additional facilities in, adjoining or proximate to the
                  Property;

         (b)      relocate the facilities and improvements in or comprising the 
                  Property or erected on the Lands;

         (c)      do such things on or in the Property as required to comply
                  with any laws, by-laws, regulations, orders or directives
                  affecting the Lands or any part of the Property; and

         (d)      do such other things on or in the Property as the Landlord,
                  in the use of good business judgment determines to be
                  advisable, provided that notwithstanding anything contained
                  in this Section 5.1 access to the Premises shall be available
                  at all times. The Landlord shall not be in breach of its
                  covenant for quiet enjoyment or liable for any loss, costs or
                  damages, whether direct or indirect, incurred by the Tenant
                  due to any of the foregoing.

5.2.     RIGHT OF EXAMINATION

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



                                     -12-
<PAGE>   18

5.3.     RIGHT TO SHOW PREMISES

         The Landlord and its agents have the right to enter the Premises at
         all reasonable times to show the Premises to prospective purchasers or
         Mortgagees and, during the last six months of the Term (or the last
         six months of any renewal term if this lease is renewed), to show them
         to prospective tenants.

5.4.     ENTRY NOT FORFEITURE

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

                                   ARTICLE 6

6.       INSURANCE AND INDEMNITY

6.1.     TENANT'S INSURANCE

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

                  (i)      insurance upon all property owned by the Tenant or
                           for which the Tenant is legally liable, and which is
                           located in the Premises including, without
                           limitation, alterations, trade fixtures, and
                           Leasehold Improvements, as well as inventory in an
                           amount of at least 90% of the full replacement cost;
                           with coverage against at least the perils of fire
                           and standard extended coverage, including sprinkler
                           leakages (where applicable), flood and collapse;

                  (ii)     broad form boiler and machinery insurance on a
                           blanket repair and replacement basis with limits for
                           each accident in an amount of at least 90% of the
                           full replacement cost of all boilers, pressure
                           vessels, heating and air-conditioning equipment and
                           miscellaneous electrical apparatus owned or operated
                           by the Tenant or by others (other than the Landlord)
                           on behalf of the Tenant;

                  (iii)    standard business interruption insurance;

                  (iv)     comprehensive general liability insurance, including 
                           personal injury liability, contractual liability,
                           non-owned automobile liability, employers' liability
                           and owners' and contractors' protective insurance
                           coverage with respect to the Premises and the
                           Tenant's use of the Common Areas. Such policies
                           shall (1) be written on a comprehensive basis with
                           inclusive limits of not less than S2,000,000.00 for
                           bodily injury to any one or more Persons, or
                           property damage, and such higher limits as the
                           Landlord, acting reasonably, requires from time to
                           time; and (2) contain a severability of interests
                           clause and a cross-liability clause;

                  (v)      Tenant's legal liability insurance for the actual 
                           cash value of the Premises, including loss of use
                           thereof;

                  (vi)     standard owner's form automobile policy providing
                           third party liability insurance with $2,000,000.00
                           inclusive limits, and accident benefits insurance,
                           covering all licensed vehicles owned or operated by
                           or on behalf of the Tenant; and



                                     -13-
<PAGE>   19


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

         (b)      All policies:

                  (i)      will be taken out with insurers acceptable to the 
                           Landlord, acting reasonably;

                  (ii)     will be in a form satisfactory from time to time to 
                           the Landlord, acting reasonably;

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

                  (iv)     will not be invalidated as respects the interests of
                           the Landlord and of the Mortgagee by reason of any
                           breach or violation of any warranties,
                           representations, declarations or conditions
                           contained in the policies. All policies will contain
                           an undertaking by the insurers to notify the
                           Landlord and the Mortgagee in writing by registered
                           mail at least thirty (30) days before any material
                           change, cancellation or termination of them.

         (c)      Certificates of insurance will be delivered to the Landlord
                  before the Tenant obtains possession of the Premises for any
                  purpose. Each certificate will contain an acknowledgment, to
                  be signed by the Tenant's insurers, that the insurers have
                  read this lease and that they agree to the terms of this
                  lease. No review or approval of any insurance certificate by
                  the Landlord diminishes its rights or the Tenant's
                  obligations in this lease.

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

6.2.     LANDLORD'S INSURANCE

         The Landlord will carry the following:

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

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

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

         Despite this Section 6.2, and regardless of any contribution by the
         Tenant to the costs of insurance premiums, (i) the Tenant is not
         relieved of any liability arising from or contributed to by its
         negligence or its willful act or omissions, and (ii) no insurable
         interest is conferred upon the Tenant under any policies of 



                                     -14-
<PAGE>   20

         insurance carried by the Landlord and the Tenant has no right to
         receive any proceeds of any such insurance policies.

6.3.     INDEMNIFICATION OF THE LANDLORD

         Notwithstanding any other provision of this lease, the Tenant shall
         indemnify the Landlord and save it harmless from and against any and
         all loss (including loss of Rent), claims, actions, damages, liability
         and expense in connection with loss of life, personal injury, damage
         to property or any other loss or injury whatsoever arising from or out
         of this lease, or any occurrence in, upon or at the Premises, or the
         occupancy or use by the Tenant of the Premises or any part thereof, or
         occasioned wholly or in part by any act or omission of the Tenant or
         by anyone permitted to be on the Premises by the Tenant. If the
         Landlord shall, without fault on its part, be made a party to any
         litigation commenced by or against the Tenant, then the Tenant shall
         protect, indemnify and hold the Landlord harmless and shall pay all
         expenses and reasonable legal fees incurred (on a solicitor/client)
         basis or paid by the Landlord in connection with such litigation. The
         Tenant shall also pay all expenses and legal fees (on a
         solicitor/client basis) that may be incurred or paid by the Landlord
         in enforcing the terms of this lease, unless a court shall decide
         otherwise.

6.4.     LOSS OR DAMAGE

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

6.5.     INCREASE IN INSURANCE PREMIUMS

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

6.6.     CANCELLATION OF INSURANCE

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

         (a)      re-enter the Premises forthwith; or

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

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



                                     -15-
<PAGE>   21

                                   ARTICLE 7

7.       ASSIGNMENT AND SUBLETTING

7.1.     TRANSFERS

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

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

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

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

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

7.2.     LANDLORD'S RIGHT TO TERMINATE

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

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

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

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

7.3.     CONDITIONS OF TRANSFER

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

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



                                     -16-
<PAGE>   22

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

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

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

7.4.     CHANGE OF CONTROL

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

7.5.     NO ADVERTISING

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

7.6.     ASSIGNMENT BY THE LANDLORD

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

                                   ARTICLE 8

8.       DAMAGE, DESTRUCTION AND EXPROPRIATION

8.1.     LANDLORD'S OPTION

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

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

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

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

         Then, in each case, the Landlord may, at its option and upon notice to
         the Tenant, terminate this lease. In such event, this lease shall
         terminate as of the date of such damage or destruction and the Rent
         shall be apportioned and paid in full to the date of termination. The
         Tenant will execute whatever documents may 



                                     -17-
<PAGE>   23

         be required by the Landlord in order that all proceeds of insurance
         relating to the Leasehold Improvements shall be released to the
         Landlord.

8.2.     DAMAGE TO PREMISES

         If the Landlord does not elect to terminate this lease in accordance
         with Section 8.1, then the Landlord shall commence with all reasonable
         diligence to repair the Premises to the extent only of its obligations
         under this lease and exclusive of any work performed in and to the
         Premises by or on behalf of the Tenant (the "Landlord's Work of
         Reconstruction"). The Tenant will execute whatever documents may be
         required by the Landlord in order that all proceeds of insurance
         relating to the Leasehold Improvements shall be released to the
         Landlord. From the date of the happening of such damage or destruction
         and until the completion of the Landlord's Work of Reconstruction, the
         Net Rent shall abate:

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

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

8.3.     LANDLORD'S PLANS

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

8.4.     ARCHITECT'S CERTIFICATE

         The decision of the Architect as to:

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

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

         (c)      the cost of repairing the Premises; and

         (d)      the date on which the Landlord's Work of Reconstruction is 
                  completed;

         shall, in each case, be final and binding upon the parties hereto.

                                   ARTICLE 9

9.       DEFAULT

9.1.     DEFAULT AND REMEDIES

         If and whenever:

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

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



                                     -18-
<PAGE>   24


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

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

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

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

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

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

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

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

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

                  (i)      to terminate this lease;

                  (ii)     to enter the Premises as agent of the Tenant and to
                           relet the Premises for whatever term, and on such
                           terms as the Landlord in its discretion may
                           determine and to receive the Rent therefor and as
                           agent of the Tenant to take possession of any
                           property of the Tenant on the Premises, to store
                           such property at the expense and risk of the Tenant
                           or to sell or otherwise dispose of such property in
                           such manner as the Landlord may see fit without
                           notice to the Tenant;

                  (iii)    to remedy or attempt to remedy any default of the
                           Tenant under this lease for the account of the
                           Tenant and to enter upon the Premises for such
                           purposes;

                  (iv)     to recover from the Tenant all damages and expenses
                           incurred by the Landlord as a result of any breach
                           by the Tenant including, if the Landlord terminates
                           this lease, any deficiency between those amounts
                           which would have been payable by the Tenant for the
                           portion of the Term following such termination and
                           the net amounts actually received by the Landlord
                           during such period of time with respect to the
                           Premises; and

                  (v)      to recover from the Tenant the full amount of the
                           current month's Rent together with the next 3
                           months' instalments of Rent; all of which shall
                           accrue on a day-to-day basis and shall immediately
                           become due and payable as accelerated Rent.



                                     -19-
<PAGE>   25

9.2.     DISTRESS

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

9.3.     COSTS

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

9.4.     ALLOCATION OF PAYMENTS

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

9.5.     SURVIVAL OF OBLIGATIONS

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

9.6.     ADDITIONAL RENT DEEMED RENT

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

9.7.     LANDLORD'S RIGHT TO PERFORM

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

                                   ARTICLE 10

10.      STATUS STATEMENT; ATTORNMENT AND SUBORDINATION

10.1.    STATUS STATEMENT

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



                                     -20-
<PAGE>   26

10.2.    SUBORDINATION

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

10.3.    ATTORNMENT

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

10.4.    EXECUTION OF DOCUMENTS

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

                                   ARTICLE 11

11.      GENERAL PROVISIONS

11.1.    QUIET ENJOYMENT

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

11.2.    RULES AND REGULATIONS

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

11.3.    DELAY

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

11.4.    OVERHOLDING

         If the Tenant remains in possession of the Premises without the
         Landlord's consent after the end of the Term, there shall be no tacit
         renewal of this lease or the Term, and the Tenant shall be deemed to
         be occupying the Premises as a Tenant from month to month at a monthly
         net rent equal to twice the monthly 



                                     -21-
<PAGE>   27

         amount of Net Rent payable during the last month of the Term, and
         otherwise upon the same terms as set out in this lease, if applicable
         to a monthly tenancy.

11.5.    WAIVER

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

11.6.    REGISTRATION

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

11.7.    NOTICE

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

11.8.    SUCCESSORS & ASSIGNS

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

11.9.    JOINT AND SEVERAL LIABILITY

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

11.10.   CONSENT

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

11.11.   SIGNS

         The Tenant will not paint, fix, display, or cause to be painted, fixed
         or displayed, any sign, picture, advertisement notice, lettering or
         decoration on any part of the exterior or the interior of the
         Premises, except with the written permission of the Landlord,
         consistent with the Landlord's sign criteria. The 



                                     -22-
<PAGE>   28

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

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

11.12.   ACCORD AND SATISFACTION

         No payment by the Tenant or receipt by the Landlord of a lesser amount
         than the monthly Rent herein stipulated shall be deemed to be other
         than on account of the earliest stipulated rent, nor shall any
         endorsement or statement on any cheque or any letter accompanying any
         cheque or payment as rent be deemed an accord and satisfaction, and
         the Landlord may accept such cheque or payment without prejudice to
         the Landlord's right to recover the balance of such rent or pursue any
         other remedy provided for in this lease.

11.13.   OCCUPANCY PERMIT

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

11.14.   SCHEDULES

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

11.15.   ENTIRE AGREEMENT

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


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


The Landlord:

2725312 CANADA INC.


Per:/s/ [Illegible]
    -------------------------
    (Authorized Signatory)


Per:/s/ [Illegible]              c/s
    -------------------------
    (Authorized Signatory)



                                     -23-
<PAGE>   29

The Tenant:

NEW ENGLAND COMPUTER GRAPHICS INC.


Per:/s/ David L. Boston, President
    -----------------------------------------------
    (Authorized Signatory)


Per:
    -----------------------------------------------       c/s
    (Authorized Signatory)

    I/We have authority to bind the Corporation.



                                     -24-
<PAGE>   30

                                  SCHEDULE "A"

                        LEGAL DESCRIPTION AND SITE PLAN

Legal Description:

ALL AND SINGULAR that certain tract of land and premises situate, lying and
being in the City of Mississauga, in the Regional Municipality of Peel and
being composed of the whole of Lot 1 according to a Plan registered in the Land
Registry Office for the Land Titles Division of Peel as Number 43M-720.

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



               [Graphic depiction of 7490 Pacific Circle omitted]



<PAGE>   31

                                  SCHEDULE "B"

                             RULES AND REGULATIONS

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

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

3.       The Tenant shall not place or maintain any supplies, inventory,
         equipment or other articles or things of any kind whatsoever anywhere
         exterior to the Building and shall not use any portion of the Lands
         for outside storage.

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

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

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

7.       Except for the proper use of blinds and drapes, the Tenant shall not
         cover, obstruct or affix any object or material to any of the
         skylights or windows of the Premises which will either reflect or
         admit light into any part of the Building including, but without
         limitation, the application of solar films.

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

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

10.      The Tenant shall not mount or place an antenna of any nature on the
         exterior of the Building or on the Lands.

11.      The Tenant shall not deface or mark any part of the Building and shall
         not make unreasonable use of nails, spikes, hooks or screws in the
         walls, floors, ceilings or woodwork of any part of the Building or
         bore, drill or cut into the walls, floors, ceilings or woodwork of any
         part of the Building in any manner.
<PAGE>   32

12.      If the Tenant requires telegraphic or telephonic connections the
         Landlord, in its discretion, may direct the electricians as to where
         and how wires are to be introduced into the Building. No gas pipes or
         electric wiring will be permitted which has not been ordered or
         authorized by the Landlord.

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

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

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

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

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

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

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

<PAGE>   33


                                  SCHEDULE "C"

                               SPECIAL PROVISIONS

OPTION TO EXTEND

Provided the Tenant has not been in default and is not then in default under
the terms of the lease; New England Computer Graphics Inc. is itself in
occupation of the whole of the Premises; the Tenant has provided written notice
to the Landlord no earlier than 12 months and no later than 5 months prior to
the expiry of the initial Term of its intention to exercise the within option
to extend, then the Tenant shall have a one time only option to extend the
initial Term of the lease for a further period of three (3) years, such
extension to begin upon the expiration of the initial Term and the lease and
all of its terms shall continue in force during such extension except that:

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

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

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

Failing written notification to the Landlord in accordance with paragraph 1
above, the foregoing option to extend shall be null and void.

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

LANDLORD'S WORK

The Landlord agrees to perform the following work in the Premises:

1.      Existing carpet to be steamcleaned.

2.      Wall coverings to be spotcleaned where necessary.

3.      Any damaged ceiling tiles, missing light lenses and burnt-out lights to 
        be replaced.

4.      Missing or damaged window coverings to be replaced.



NET RENT FREE PERIOD

Notwithstanding anything contained in this Lease to the contrary, the Tenant
shall not be responsible for the payment of Net Rent from August 1, 1997 to
September 30, 1997. For clarity, the Tenant shall be responsible for payment of
Additional Rent during this period. The Net Rent otherwise payable during this
period shall become immediately due and payable upon termination of the lease
pursuant to the terms of Article 9 - Default - of the lease.
<PAGE>   34


CONDITIONAL UPON VACANT POSSESSION

This Lease is conditional upon the Landlord obtaining vacant possession of the
Premises on or before 11:59 p.m., July 31, 1997, failing which, this Lease
shall become null and void and the Landlord shall return all deposit monies to
the Tenant without interest or penalty.