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                                      LEASE

THIS LEASE made as of the 18th day of May, 1995
PURSUANT TO THE SHORT FORMS OF LEASES ACT

BETWEEN

                         MENKES OFFICE PARKS LTD. and
                         INVESTORS GROUP TRUST CO. LTD. as
                         trustee for INVESTORS REAL PROPERTY FUND

                         (the "Landlord")
                                                             OF THE FIRST PART

                         - AND -

                         CHANGEPOINT CORPORATION

                         (the "Tenant")
                                                             OF THE SECOND PART

ARTICLES.  For convenience of reference this Lease has been divided
into the following Articles:

         Article I    - Definitions
         Article II   - Lease Term and Payments
         Article III  - Landlord and Tenant Covenants
         Article IV   - Repair and Damage
         Article V    - Taxes and Operating Costs
         Article VI   - Utilities and Additional Services
         Article VII  - Assigning and Subletting
         Article VIII - Fixtures and Improvements
         Article IX   - Insurance and Liability
         Article X    - Subordination, Attornment and Certificates
         Article XI   - Remedies of Landlord on Tenant's Default
         Article XII  - Events Terminating Lease
         Article XIII - Miscellaneous
         Article XIV  - Other Provisions

LIST OF SCHEDULES.  The following schedules form an integral part of this
Lease:

         Schedule "A" - Legal Description of Lands
         Schedule "B" - Leased Premises
         Schedule "C" - Rules and Regulations
         Schedule "D" - Landlord's Work

                           ARTICLE I - DEFINITIONS

1.0      DEFINITIONS. In this Lease the following defined terms shall have the
         meanings set forth below.

         "ADDITIONAL RENT" means Operating Costs under Section 5.5, Taxes under
         5.3, Electricity under 6.2, and Insurance under Article IX and all
         other charges, costs and expenses required to be paid by the Tenant
         under the terms of this Lease (other than Base Rent) whether payable to
         the Landlord or not.

         "ADDITIONAL SERVICES" means the services and supervision supplied by
         the Landlord to the Leased Premises and Common Area Facilities and
         referred to herein or in any other provision hereof as Additional
         Services and any other services which from time to time the Landlord
         supplies to the Tenant at the Tenant's written request or as the
         Landlord deems necessary, acting reasonably and which are additional to
         the janitor and cleaning and other services typically supplied in a
         first class office building, supervision in connection with the making
         of any repairs or alterations by the Tenant affecting the Base
         Building, building systems or Leasehold Improvements.

         "ATTIC STOCK" means spare fan, pump and cooling tower motors, base
         Building light fixtures, fuses, etc.


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                                                                              2

         "BASE RENT" means the base rent payable by the Tenant in accordance
         with Section 2.3.

         "BUILDING" means the building municipally known as 1595 16th Avenue,
         Richmond Hill, Ontario.

         "CAPITAL TAX" is an amount presently or hereafter imposed from time to
         time pursuant to Part III of the Corporations Tax Act (Ontario) (the
         "Act") upon the Landlord or the owner of the Building and Lands and
         payable by the Landlord on account of its interest in the Building and
         the Lands or any part thereof, or its interest in or capital employed
         in the Building and the Lands, as the case may be.

         "COMMENCEMENT DATE" means June 23, 1995.

         "COMMON AREA FACILITIES" means all facilities, improvements,
         installations, utilities and equipment located in the Building or the
         Lands immediately surrounding the Building.

         "COMMON AREAS" means those areas, facilities, utilities, improvements,
         equipment and installations comprising the Lands and Building and which
         are not leased or designated for lease to tenants but are provided to
         be used in common by (or by the sublessees, agents, employees,
         customers or licensees of) the Landlord, the Tenant, and other tenants
         of the Building and other buildings on the Lands, whether or not the
         same are open to the general public or a specific tenant of the
         Building, and include, but are not limited to, parking areas and all
         vestibules for and entrances and exits thereto; driveways, truckways
         and related areas; corridors and underground or above ground tunnels or
         passageways; stairways, escalators, ramps, and elevators and other
         transportation equipment and systems; tenant, common and public
         washrooms; telephone, meter, valve, mechanical, mail, storage, service
         and janitor rooms; fire prevention, security and communication systems,
         any fixtures, chattels, systems, decor, signs, facilities, or
         landscaping and planted areas contained therein or maintained or used
         in connection therewith.

         "COST OF ADDITIONAL SERVICES" shall mean in the case of Additional
         Services provided by the Landlord a reasonable charge made therefor by
         the Landlord which shall not exceed the cost of obtaining such services
         from independent contractors and in the case of Additional Services
         provided by independent contractors the Landlord's total cost of
         providing Additional Services to the Tenant including the proportionate
         cost of all direct labour (including salaries, wages and fringe
         benefits) and materials and other direct expenses incurred, the cost of
         supervision without duplication or profit and other expenses reasonably
         allocated thereto.

         "INSURED DAMAGE" means that part of any damage occurring to the Leased
         Premises of which the entire cost of repair is actually recovered by
         the Landlord under a policy of insurance in respect of fire and other
         perils from time to time effected by the Landlord, or for which the
         Landlord has self-insured under Section 9.1 herein.

         "LAND" means those lands described in Schedule "A" attached
         hereto.

         "LEASE" means this lease between the Landlord and the Tenant,
         and all amendments hereto.

         "LEASEHOLD IMPROVEMENTS" means all fixtures, improvements,
         installations, alterations and additions from time to time made,
         erected or installed by or on behalf of the Tenant or by or on behalf
         of any other previous occupant in the Leased


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                                                                              3

         Premises (including the Landlord) with the exception of trade
         fixtures, furniture and equipment, (not of the nature of fixtures),
         modular office furniture systems, improvements of a cosmetic nature
         such as rugs (but not broadloom), decorations and other improvements
         moveable without the use of tools, but Leasehold Improvements
         include all office partitions however affixed and includes
         wall-to-wall and other carpeting with the exception of such
         carpeting where laid over vinyl tile or other finished floor and
         affixed so as to be readily removable without damage.

         "LEASED PREMISES" means approximately 8,504 square feet of Rentable
         Area on the 7th floor of the Building as outlined in red on the plans
         attached as Schedule "B".

         "NORMAL BUSINESS HOURS" means the hours of 7:00 a.m. to 7:00
         p.m. Monday to Friday, except public holidays.

         "OPERATING COSTS" means the total of all expenses, costs, and outlays
         incurred in the complete maintenance, repair and operation of the
         Building and Common Area Facilities, whether incurred by or on behalf
         of the Landlord.

         (i)      Operating Costs shall include without limiting the
                  generality of the foregoing (but subject to certain
                  deductions as hereinafter provided), the cost of providing
                  complete cleaning and janitorial services, the cost of
                  building supplies used in the maintenance of the Building,
                  Attic Stock, supervisory (if any) and maintenance
                  services, exterior landscaping, snow removal, garbage and
                  waste collection and disposal, rental of equipment and
                  signs, janitorial services to the Common Areas of the
                  Building, the cost of operating elevators, the cost of
                  heating, cooling and ventilating all space including both
                  rentable and non-rentable areas, the cost of providing hot
                  and cold water, electricity (including lighting), and the
                  replacement of electric light bulb tubes, starters and
                  ballasts, telephone and other utilities and services to
                  both rentable and non-rentable areas, the cost of all
                  repairs including repairs to the Building or services in
                  the Building or Common Area Facilities including elevators,
                  depreciation on the central HVAC systems distribution plant
                  and associated equipment, depreciation on all fixtures,
                  equipment and facilities requiring periodic maintenance or
                  substantial replacement, the cost of window cleaning, and
                  providing security (if any), the cost of all insurance for
                  liability or fire or other casualties referred to in
                  Article 9.1, accounting costs incurred in connection with
                  maintenance and operation including computations required
                  for the imposition of charges to tenants and audit charges
                  required to be incurred for the conclusive determination of
                  any costs hereunder, legal fees, the amount of all salaries
                  (only to the extent that such salaries or a proportion
                  thereof, relate directly to the Building), wages and fringe
                  benefits, unemployment and workers compensation insurance
                  premiums, pension plan contributions and other similar
                  premiums and contributions paid or provided to employees
                  directly or a reasonable proportion thereof engaged in the
                  maintenance, repair or operation of the Building, amounts
                  paid to independent contractors for any services in
                  connection with such maintenance, repair or operation, the
                  cost of management fees, and other indirect expenses to the
                  extent allocable to the maintenance, repair and operation
                  of the Building and Common Area Facilities and all other
                  expense of every nature incurred in connection with the
                  maintenance, repair and operation of the Building and
                  Common Area Facilities; and

         (ii)     Operating Costs shall exclude:


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                  (a)      debt service, and all management costs not allocable
                           to the actual maintenance, repair and operation of
                           the Building (such as that incurred in connection
                           with leasing and rental advertising); and


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                  (b)      costs of structural repairs, depreciation on the
                           building structure and all proceeds of insurance
                           received by the Landlord or the mortgagee.

         "PROPERTY" means the Land and Building.

         "PROPORTIONATE SHARE" shall mean the fraction which has as its
         numerator the Rentable Area of the Leased Premises and has as its
         denominator the total Rentable Area of the Building. The total Rentable
         Area of the Leased Premises shall be adjusted from time to time, as may
         be reasonably necessary, to give effect to any structural or functional
         changes affecting the calculation of total Rentable Areas.

         "RENT"  means Base Rent and Additional Rent.

         "RENTABLE AREA" in this Lease means:

         (i)      in the case of a single tenancy on a whole floor of the
                  Building, all areas within the inside finished surface of
                  the dominant portion of the permanent outer Building walls
                  and shall be computed by measuring the inside finished
                  surface of the dominant portion of the permanent outer
                  Building walls and shall include Service Areas and any
                  special stairs and/or elevators for the specific sole use
                  of that floor, but excluding stairs, elevator shafts,
                  flues, pipe shafts and vertical ducts and the like and
                  their enclosing walls (the "VERTICAL OPENINGS"), with no
                  deductions for columns or projections necessary to the
                  Building plus a gross-up factor for ground floor services
                  in common with other tenants, including, but not limited to
                  vestibules, corridors, elevator lobbies, mechanical,
                  electrical, telephone, mail, garbage and janitor's rooms,
                  such factor to be based upon a ratio which the ground floor
                  Service Areas of the Building bears to the gross floor
                  area, less Vertical Openings of the Building; and

         (ii)     in the case of a floor of the Building to be occupied by
                  more than one tenant, all areas from the inside finished
                  surface of the dominant portion of the permanent outer
                  Building walls to the Tenant's side of corridors and/or
                  other permanent interior walls and to the centre of
                  demising partitions which separate the area occupied from
                  adjoining rentable premises, herein referred to as the
                  "USABLE AREA", plus a gross-up factor for the Service Areas
                  on the floor in common with other tenants on the same
                  floor, including, but not limited to, corridors, elevator
                  lobbies, mechanical, electrical, telephone and janitor's
                  rooms exclusively serving the floor, such factor to be
                  based upon a ratio which the Service Areas of the floor
                  bear to the sum of the Usable Area of the floor, plus an
                  additional gross-up factor for ground floor services in
                  common with other tenants, including, but not limited to,
                  vestibules, corridors, elevator lobbies, mechanical,
                  electrical, telephone, mail, garbage and janitor's rooms,
                  such factor to be based upon a ratio which the ground floor
                  Service Areas of the Building bears to the gross floor
                  area, less Vertical Openings of the Building.

         "RULES AND REGULATIONS"  means the rules and regulations attached as
         Schedule "C".

         "SERVICE AREAS" shall mean the area of corridors, elevator, lobbies,
         service elevator lobbies, washrooms, air-cooling rooms, fan rooms,
         janitor's closets, telephone and electrical closets and other closets
         serving the Leased Premises in common with other premises on the same
         floor.

         "TAXES" means all taxes, rates, duties, levies and assessments
         whatsoever, whether municipal, parliamentary or otherwise,


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         levied, imposed or assessed against the Building, Common Areas or
         Common Area Facilities or upon the Landlord in respect thereof
         including Capital Tax and commercial concentration tax, or from time
         to time levied, imposed or assessed in the future in lieu thereof,
         or in addition thereto, whether now contemplated or not, and those
         levied, imposed or assessed for education, schools and local
         improvements and including all costs and expenses (including legal
         and other professional fees and interest and penalties on deferred
         payments), incurred by the Landlord in good faith in contesting,
         resisting or appealing any taxes, rates, duties, levies or
         assessments, but excluding taxes and license fees in respect of any
         business carried on by tenants and occupants of the Building
         (including the Landlord) to the extent such taxes are not levied in
         lieu of taxes, rates, duties, levies and assessments against the
         Building or upon the Landlord in respect thereof, and shall also
         include any and all taxes which may in future be levied in lieu of
         taxes as hereinbefore defined, and also including Large Corporations
         Tax or any similar or successor tax in lieu thereof or in addition
         thereto assessed upon the Landlord.

         "TERM" means the term of the Lease stipulated in paragraph 2.2.

         "UTILITIES" means electricity as described in Article 6.2, natural gas
         and any other utility required in the operation of the Building.


                            ARTICLE II - LEASE TERM AND PAYMENTS

2.1      DEMISE. In consideration of the rents, covenants and agreements
         hereinafter reserved and contained, the Landlord hereby leases to the
         Tenant, for the exclusive use of the Tenant, the Leased Premises for
         the Term.

2.2      TERM. The Lease shall have a term of five (5) years commencing on the
         23rd day of June, 1995 and ending the 22nd day of June, 2000, unless
         such term shall be sooner terminated as hereinafter provided.

2.3      It is understood and agreed that for the purposes of calculating the
         Base Rent and Additional Rent payable during the first six (6) months
         of the Term, the Leased Premises shall be divided into Area A being
         6,000 square feet and Area B being 2,504 square feet.

         After the first six (6) months of the Term there shall be no further
         need to designate separate areas and the Leased Premises shall be
         deemed one Rentable Area of 8,504 square feet.

         AREA A

         BASE RENT. The Tenant shall pay for Area A from June 23, 1995 until
         December 22, 1995 of the within Term, the sum of $31,500.00 of lawful
         money of Canada in six (6) equal monthly installments of $5,250.00 in
         advance, the first of such installment to become due and payable on
         June 23, 1995. The aforesaid Base Rent is calculated at the rate of
         $10.50 per square foot of Rentable Area per annum calculated on 6,000
         square feet.

         AREA B

         The Tenant shall not be obligated to pay Base Rent or Additional Rent
         for Area B for the first two (2) months of the Term.

         BASE RENT.  The Tenant shall pay for Area B from August 23,


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                                                                              7

         1995 until December 22, 1995 of the within Term, the sum of
         $10,959.16 of lawful money of Canada in four (4) equal monthly
         installments of $2,739.79 in advance, the first of such
         installment to become due and payable on August 23, 1995.  The
         aforesaid Base Rent is calculated at the rate of $13.13 per square foot
         of Rentable Area per annum calculated on 2,504 square feet.

         AREA A TOGETHER WITH AREA B

         BASE RENT. The Tenant shall pay for Area A and Area B, yearly and every
         year from December 23, 1995 until June 22, 2000 of the within Term, the
         sum of $44,646.00 of lawful money of Canada in six (6) equal monthly
         installments of $7,441.00 in advance, the first of such installment to
         become due and payable on June 23, 1996. The aforesaid Base Rent is
         calculated at the rate of $10.50 per square foot of Rentable Area per
         annum calculated on 8,504 square feet.

         It is understood and agreed that the Tenant shall not be obligated to
         pay Base Rent for the Leased Premises for the period of December 23rd
         through June 22nd of each year of the Original Term of the Lease.
         During the Base Rent free periods, the Tenant shall be responsible for
         the payment of all Additional Rent attributable to the Leased Premises.

         IF THE TERM COMMENCES on any day other than the first or ends on any
         day other than the last day of the month, the Base Rental and
         additional rental for the fractions of a month at the commencement and
         at the end of the Term shall be adjusted pro rata. All Base Rental
         payments shall be payable on the first of each month.

2.4      PREPAID RENT. The Landlord acknowledges receipt of the sum of
         $15,000.00, including GST, representing payment towards the first Rents
         due under the Lease.

2.5      POST-DATED CHEQUES

         The Tenant shall deliver to the Landlord, prior to the Tenant taking
         possession of the Premises, twelve (12) post-dated cheques each in
         the amount equal to the monthly Base Rent plus the Additional Rent
         payments required under this Lease. One month prior to the first and
         subsequent anniversaries of the Lease, the Tenant agrees to deliver
         twelve (12) post-dated cheques to the Landlord.

                       ARTICLE III - LANDLORD AND TENANT COVENANTS

3.1      LANDLORD COVENANTS. The Landlord covenants with the Tenant:

         (a)      QUIET ENJOYMENT.  To provide for quiet enjoyment.

         (b)      INTERIOR CLIMATE CONTROL. To provide to the Leased Premises
                  during Normal Business Hours, processed air by means of a
                  system for heating and cooling, filtering and circulating,
                  processed in such quantities, and at such temperatures as
                  shall be reasonable in accordance with good standards of
                  interior climate control generally pertaining to normal
                  occupancy of premises for office purposes. The Landlord shall
                  have no responsibility for inadequacy of the performance of
                  the said system if the Leased Premises depart from the design
                  criteria.

         (c)      ELEVATORS. Subject to the supervision of the Landlord and
                  except when repairs are being made thereto, to furnish for use
                  by the Tenant and its employees and invitees in common with
                  other persons entitled thereto reasonable standards of
                  passenger elevator service to the


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                                                                              8

                  Leased Premises. The Tenant shall be responsible for any
                  damages caused to the elevator as a result of taking
                  possession or giving up possession of the Leased Premises
                  and shall pay such costs forthwith upon demand as
                  Additional Rent.

         (d)      ENTRANCES LOBBYS, ETC.. To permit the Tenant and its employees
                  and invitees to have the use in common with others entitled
                  thereto of the common entrances, lobbies, stairways, elevators
                  and corridors of the Building giving access to the Leased
                  Premises (subject to the Rules and Regulations and such other
                  reasonable limitations as the Landlord may from time to time
                  impose).

         (e)      WASHROOMS. To permit the Tenant and its employees and
                  invitees, in common with others entitled thereto to use the
                  washrooms available to the Leased Premises on each floor of
                  the Building upon which any part of the Leased Premises is
                  located.

         (f)      JANITOR SERVICE. To cause when reasonably necessary from time
                  to time the floors and windows of the Leased Premises to be
                  swept and cleaned and the desks, tables and other furniture of
                  the Tenant to be dusted, all in keeping with a first-class
                  office building, such work shall be done at the Landlord's
                  direction without interference by the Tenant, its servants or
                  employees.

         (g)      MAINTENANCE OF COMMON AREAS. To cause the elevators, common
                  entrances, lobbies, stairways, corridors, washrooms and other
                  parts of the Building from time to time provided for common
                  use and enjoyment to be swept, cleaned or otherwise maintained
                  substantially in keeping with a first-class office building.

         (h)      OPERATION OF BUILDING. Subject to chargeback to the Tenant as
                  may be permitted under the terms of this Lease, to operate,
                  maintain, repair and replace the Building including the
                  structure, roof, foundation, the systems, equipment and
                  facilities thereon in order to ensure the proper operation of
                  an office building consistent with a first-class nature.

3.2      TENANT COVENANTS.  The Tenant covenants with the Landlord:

         (a)      RENT.  To pay Base Rent and Additional Rent.

         (b)      PERMITTED USE. To use the Leased Premises only for the purpose
                  of a business office and not to use or permit to be used the
                  Leased Premises or any part thereof for any other purpose or
                  business.

         (c)      WASTE AND NUISANCE. Not to commit or permit any waste, damage
                  or injury to the Leased Premises including the Leasehold
                  Improvements and trade fixtures therein, reasonable wear and
                  tear excluded, any overloading of the floors thereof, any
                  nuisance therein or any use or manner of use causing
                  unreasonable annoyance to other tenants and occupants of the
                  Building.

         (d)      CONDITION. Not to permit the Leased Premises to become
                  hazardous or permit unreasonable quantities of waste or refuse
                  to accumulate therein and at the end of each business day to
                  leave the Leased Premises in a condition such as to reasonably
                  facilitate the performance of the Landlord's janitor and
                  cleaning services referred to herein.

         (e)      BY-LAWS. To comply at its own expense with all municipal,
                  federal, provincial, sanitary, fire, building and safety
                  statutes, laws, by-laws, regulations, ordinances, orders or
                  regulations pertaining to the operation and use


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                                                                              9

                  of the Leased Premises, the condition of the Leasehold
                  Improvements, trade fixtures, furniture and equipment
                  installed by the Tenant therein and the making by the
                  Tenant of any repairs, changes or improvements therein.

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                                                                             10

         (f)      FIRE EXIT DOORS. To permit the installation by the Landlord of
                  all doors in the exterior wall of the Leased Premises
                  necessary to comply with the requirements of any statute, law,
                  by-law, regulation, ordinance, order or regulation.

         (g)      RULES AND REGULATIONS. To observe and to cause its employees,
                  invitees and others over whom the Tenant can reasonably be
                  expected to exercise control, the Rules and Regulations and
                  such further and other reasonable rules and regulations and
                  amendments and changes therein as may hereafter be made by the
                  Landlord and notified to the Tenant.

         (h)      OVERHOLDING. That in the event that the Tenant remains in
                  possession of the Leased Premises after the termination of
                  the original Term hereby created, without other special
                  agreement, it shall be at the monthly base rent equal to
                  the Base Rent and Additional Rent payable during the last
                  month of the Term hereof, times two, payable on the first
                  day of each and every month and subject in other respects
                  to the terms of this Lease, including those provisions
                  requiring the payment of Base Rent and Additional Rent in
                  monthly installments.

3.3      SIGNS AND DIRECTORY. The Tenant covenants not to permit, paint,
         display, inscribe, place or affix any sign, symbol, notice or lettering
         of any kind anywhere outside the Leased Premises (whether on the
         outside or inside of the Building) or within the Leased Premises so as
         to be visible from the outside of the Leased Premises, with the
         exception only of an identification sign at or near the entrance to the
         Leased Premises and a directory listing in the main lobby of the
         Building, in each case containing only the name of the Tenant and to be
         subject to the approval of the Landlord as to size, location, content
         and design criteria as established by the Landlord. Such identification
         sign and directory listing shall be installed by the Landlord at the
         expense of the Tenant, which expense shall be the invoice cost plus 15%
         for an administration fee. The Landlord's acceptance of any name for
         listing upon the directory will not be deemed, nor will it substitute
         for the Landlord's consent if required by this Lease to any sublease,
         assignment or other occupancy of the Leased Premises.

3.4      INSPECTION AND ACCESS. The Landlord shall be permitted to enter and to
         have its authorized agents, employees and contractors enter the Leased
         Premises, for the purpose of inspection, window cleaning, maintenance,
         providing janitor service, making repairs, alterations or improvements
         to the Leased Premises or the Building, or to have access to utilities
         and services and access panels which the Tenant agrees not to obstruct,
         or to determine the electric light and power consumption by the Tenant
         in the Leased Premises and the Tenant shall provide free and unhampered
         access for such purposes and, subject to the following, the Tenant
         shall not be entitled to compensation for any inconvenience, nuisance,
         discomfort or loss caused thereby, but the Landlord, in exercising its
         rights hereunder, shall proceed to the extent reasonably possible so as
         to minimize interference with the Tenant's use and enjoyment of the
         Leased Premises and the Landlord shall be responsible for any damage
         caused to the Leased Premises or the Tenant's goods by such inspection
         and/or access.

3.5      EXHIBITING PREMISES. The Landlord and its authorized agents and
         employees shall be permitted entry to the Leased Premises during the
         last six (6) months of the term for the purpose of exhibiting them to
         prospective tenants or at any time for the purposes of arranging
         financing for the Building.


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                                                                             11

3.6      LANDLORD'S CONTROL. The Tenant acknowledges that the Common Area
         Facilities are at all times subject to the exclusive control and
         operation of the Landlord, and the Landlord shall have the right to
         construct improvements, alterations and additions thereto and to
         relocate the various facilities thereon.

3.7      FINANCIAL STATEMENTS. The Tenant will, at the request of the Landlord,
         supply copies of his financial statements in confidence to the
         mortgagees, if any, on the said lands or a prospective mortgagee.

                            ARTICLE IV - REPAIR AND DAMAGE

4.1      TENANT'S REPAIRS. The Tenant covenants with the Landlord:

         (a)      to keep the Leased Premises in good and reasonable state
                  of repair and consistent with the general standards of
                  first-class office buildings in Metropolitan Toronto, to
                  perform all repairs and replacements as a prudent tenant
                  would do (reasonable wear and tear, structural repairs,
                  damage covered by the Landlord's insurance and damage
                  caused by reason of the negligence of the Landlord or
                  those for whom the Landlord is in law responsible,
                  excepted) to the Leased Premises including all Leasehold
                  Improvements and all trade fixtures therein and all glass
                  therein.

         (b)      that the Landlord may enter and view the state of repair from
                  time to time and that the Tenant will repair if required to do
                  so pursuant to the terms of this Lease, according to notice in
                  writing and that the Tenant will leave the Leased Premises in
                  a good and reasonable state of repair.

         (c)      that if any part of the Building other than the Leased
                  Premises becomes out of repair, damaged or destroyed through
                  the negligence or misuse of the Tenant or its employees,
                  invitees or others over whom the Tenant can reasonably be
                  expected to exercise control, the expense of repairs or
                  replacements thereto necessitated thereby shall be the
                  responsibility of the Tenant.

4.2      ABATEMENT AND TERMINATION. It is agreed between the Landlord and the
         Tenant that:

         (a)      In the event of damage to the Leased Premises or to the
                  Building affecting access or services essential to the
                  conduct of business in the Leased Premises and if the
                  damage is such that the Leased Premises or any substantial
                  part thereof is rendered not reasonably capable of use and
                  occupancy by the Tenant for the purposes of its business
                  for any period of time in excess of 10 days, then

                  (i)      unless the damage was caused by the misuse, fault,
                           negligence of the Tenant or its employees,
                           invitees or others under its control, from and
                           after the date of occurrence of the damage and
                           until the Leased Premises are again reasonably
                           capable of use and occupancy as aforesaid, Base
                           Rent (but not any other payments required to be
                           made by the Tenant hereunder) shall abate from
                           time to time in proportion to the part or parts of
                           the Leased Premises not reasonably capable of such
                           use and occupancy, and

                  (ii)     unless this Lease is terminated as hereinafter
                           provided, the Landlord or the Tenant as the case may
                           be (according to the nature of the damage and


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                                                                              12

                           their respective obligations to repair as provided
                           herein, it being understood that the Tenant shall
                           have the obligation to repair and replace all
                           Leasehold Improvements and all Tenant's trade
                           fixtures) shall repair such damage with all
                           reasonable diligence, but to the extent that any
                           part of the Leased Premises is not reasonably
                           capable of such use and occupancy by reason of
                           damage which the Tenant is obligated to repair
                           hereunder, any abatement of Rent to which the
                           Tenant is otherwise entitled hereunder shall not
                           extend later than the time by which repairs by the
                           Tenant ought to have been completed with reasonable
                           diligence; and

         (b)      if either the entire or substantially all of the Leased
                  Premises, or premises whether of the Tenant or other
                  tenants of the Building comprising in the aggregate 50% or
                  more of the Rentable Area of the Building are substantially
                  damaged or destroyed by any cause to such an extent in the
                  reasonable opinion of the Landlord cannot be repaired or
                  rebuilt within 180 days after the occurrence of the damage
                  or destruction, the Landlord may at its option, exercisable
                  by written notice to the Tenant given within 30 days after
                  the occurrence of such damage or destruction terminate this
                  Lease in which event neither the Landlord nor the Tenant
                  shall be bound to repair as provided herein  and the Tenant
                  shall instead deliver up possession of the Leased Premises
                  to the Landlord with reasonable expedition but in any event
                  within 60 days after delivery of such notice of termination
                  and rent shall be apportioned and paid to the date upon
                  which possession is so delivered up (but, subject to any
                  abatement to which the Tenant may be entitled under
                  paragraph (a) of this clause 4.2 by reason of the Leased
                  Premises having been rendered in whole or in part not
                  reasonably capable of use and occupancy), but otherwise the
                  Landlord or the Tenant as the case may be (according to the
                  nature of the damage and their respective obligations to
                  repair described in 4.2 (a) (ii)) shall repair such damage
                  with reasonable diligence.

                         ARTICLE V - TAXES AND OPERATING COSTS

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

5.2      LANDLORD'S TAX OBLIGATIONS. The Landlord covenants with the Tenant,
         subject to the provisions herein, to pay all Taxes promptly when due to
         the taxing authority or authorities having jurisdiction.

5.3      TENANT'S TAX OBLIGATIONS. The Tenant covenants with the
         Landlord:

         (i)      to pay promptly when due to the taxing authority or
                  authorities having jurisdiction all taxes, rates, duties,
                  levies and assessments whatsoever, whether municipal,
                  parliamentary or otherwise, levied, imposed or assessed
                  in respect of any and every business carried on by the
                  Tenant, subtenants, licensees, or other occupants of the
                  Leased Premises or in respect of the use or occupancy


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                                                                             13

                  thereof (including licence fees); and


<PAGE>

                                                                             14

         (ii)     to pay promptly to the Landlord when demanded or otherwise due
                  hereunder:

                  (1)      all Taxes charged in respect of all Leasehold
                           Improvements and trade fixtures and all furniture and
                           equipment made, owned or installed by or on behalf of
                           the Tenant in the Leased Premises as Additional Rent;

                  (2)      if by reason of the act, election or religion of the
                           Tenant or any subtenant, licensee or occupant of the
                           Leased Premises, the Leased Premises or any part of
                           them shall be assessed for the support of Separate
                           Schools, the amount by which the Taxes so payable
                           exceed those which would have been payable if the
                           Leased Premises had been assessed for the support of
                           Public Schools; and

                  (3)      the Tenant's Proportionate Share of Taxes as
                           Additional Rent in the manner stipulated herein.

   (iii)          notwithstanding any other provisions of this Lease to the
                  contrary, the Tenant shall pay to the Landlord, at such
                  times and in such manner as the Landlord may direct,
                  without duplication, an amount equal to all goods and
                  service taxes, sales taxes, value-added taxes or any other
                  taxes imposed with respect to Base Rent, Additional Rent or
                  other amounts payable by the Tenant to the Landlord under
                  this Lease, howsoever such taxes are characterized.  The
                  amount payable by the Tenant hereunder shall not be deemed
                  to be Base Rent or Additional Rent but the Landlord shall
                  have all of the same rights and remedies for recovery of
                  same as it has for recovery of Base Rent and Additional
                  Rent hereunder.

         Whenever requested by the Landlord the Tenant will deliver to it
         receipts for payment of all taxes, rates, duties, levies and
         assessments payable by the Tenant hereof and furnish such other
         information in connection therewith as the Landlord may reasonably
         require.

5.4      METHOD OF PAYMENT OF TAXES. The Tax payments required to be made by the
         Tenant to the Landlord under the provisions of 5.3 (ii) herein shall be
         estimated by the Landlord, and the Tenant shall pay to the Landlord in
         addition to the monthly payments of Base Rent hereinbefore reserved,
         one-ninth of the estimated annual tax payments in the months of January
         to September, both inclusive, in each calendar year with an adjustment
         being made when the property tax bill respecting the Building is
         received by the Landlord for each year. The Tenant shall within sixty
         (60) days of being invoiced pay to the Landlord such additional sums as
         may be required in order that out of such monthly additional payments,
         the Landlord may pay the whole amount of the annual taxes as the
         installments thereof fall due; and if the monthly additional payments
         so paid by the Tenant to the Landlord exceed in total the Tenant's
         Proportionate Share of the annual property tax bill with respect to the
         Building and Lands of which the Leased Premises form part, then the
         excess shall be adjusted by the Landlord in favour of the Tenant by
         applying such excess on account of the next ensuing rental payments due
         (following the issue of the yearly statement) and such next ensuing
         rental payments shall be reduced by such excess accordingly. The
         Landlord shall forward to the Tenant copies of all notices or tax bills
         relating to the imposition of property taxes or other charges required
         hereunder to be paid as to part or all thereof by the Tenant. In the
         event that the Landlord is unable to obtain or determine a separate
         allocation of taxes payable by the Tenant under this Lease, the
         Landlord shall have the right to make an allocation, but shall be
         obligated to act reasonably and not arbitrarily.


<PAGE>

                                                                              15



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                                                                              16

5.5      OPERATING COSTS. During the Term of this Lease, the Tenant shall pay
         to the Landlord its Proportionate Share of Operating Costs. Prior to
         the commencement of the Term of this Lease and the commencement of
         each fiscal period selected by the Landlord thereafter which
         commences during the Term the Landlord shall estimate the amount of
         Operating Costs and the Tenant's Proportionate Share thereof for the
         ensuing fiscal period or (if applicable) broken portion thereof, as
         the case may be, and notify the Tenant in writing of such estimate.
         The amount so estimated shall be payable in equal monthly
         installments in advance over the fiscal period or broken portion
         thereof in question, each such instalment being payable on each
         monthly rental payment date provided in clause 2.3. The Landlord may
         from time to time alter the fiscal period selected, in which case,
         and in the case where only a broken portion of a fiscal period is
         included with the Term, the appropriate adjustment in monthly
         payments shall be made. From time to time during a fiscal period the
         Landlord may re-estimate the amount of Operating Costs and the
         Tenant's Proportionate Share thereof, in which event the Landlord
         shall notify the Tenant in writing of such re-estimate and fixed
         monthly installments for the then remaining balance of such fiscal
         period or broken portion thereof such that, after giving credit for
         installments paid by the Tenant on the basis of the previous
         estimate or estimates, the Tenant's entire Proportionate Share of
         Operating Costs will have been paid during such fiscal period or
         broken period thereof. As soon as practicable after the expiration
         of each fiscal period the Landlord shall make a final determination
         of Operating Costs and the Tenant's Proportionate Share thereof for
         such fiscal period or (if applicable) broken portion thereof and
         shall provide a statement to the Tenant and the parties shall make
         the appropriate readjustment. Each 12 month period ending December
         31st shall be deemed to be an accounting year for adjusting the said
         Operating Costs and within 120 days after the end of each such
         accounting year, the Landlord shall compute the said costs for such
         accounting year and the Proportionate Share of the Tenant therefor
         and shall submit to the Tenant a statement to reflect the Operating
         Costs specifically permitted under this Lease, and the said
         Proportionate Share thereof shall be borne by the Tenant. To the
         extent that the Tenant's Proportionate Share of such costs for such
         accounting year shall be greater than the total amount actually paid
         by the Tenant by said monthly payments in respect of such year the
         difference shall be paid by the Tenant to the Landlord within thirty
         (30) days after receipt by the Tenant of such statement. Any excess
         payments shall be applied by reducing the next ensuing rental
         payment(s) by the amount of such excess. The said accounting period
         may be modified by the Landlord if reasonably necessary. The Tenant
         may not claim a readjustment in respect to the Tenant's
         Proportionate Share of Operating Costs based upon any error of
         assessment, determination or calculation thereof unless claimed in
         writing prior to the expiration of one year after the fiscal period
         to which the Operating Costs relate.

5.6      PAYMENT OF ADDITIONAL RENT. Any Additional Rent provided for under this
         Lease unless otherwise provided herein, shall become due with each
         instalment of monthly Base Rent.

                  ARTICLE VI- UTILITIES AND ADDITIONAL SERVICES

6.1      WATER AND TELEPHONE. The Landlord shall furnish appropriate openings
         for bringing telephone services to the Leased Premises and shall
         provide hot and cold water to washrooms in the Leased Premises and to
         washrooms available for the Tenant's use in common with others entitled
         thereto.

6.2      ELECTRICITY. The Tenant shall pay throughout the Term promptly to the
         Landlord (unless paid directly to Hydro authorities pursuant to
         separate billing) as Additional Rent


<PAGE>


                                                                              17

         when demanded:

         (i)      The cost of electric light and power supplied to the Leased
                  Premises monthly based on the electric light and power
                  requirements of the Tenant on a Proportionate Share basis as
                  determined from time to time during the Term by the Landlord
                  acting reasonably; and

         (ii)     The cost of cleaning, maintaining and servicing in all
                  respects all electric lighting fixtures in the Leased
                  Premises including the cost of replacement of electric
                  light bulbs, tubes, starters and ballasts used to replace
                  those installed at the commencement of the Term.  Such
                  cleaning, maintaining, servicing and replacement shall be
                  within the exclusive right of the Landlord.  It is
                  understood and agreed that the costs described in this
                  sub-section (ii) shall be included as part of Operating
                  Costs.

6.3      ADDITIONAL SERVICES. The Landlord, if it shall from time to time so
         elect, shall have the exclusive right, by way of Additional Services,
         to provide or have its designated agents or contractors provide any
         janitor or cleaning service to the Leased Premises and Common Area
         Facilities required by the Tenant which are additional to those
         required to be provided by the Landlord hereunder, including the
         Additional Services which the Landlord agrees to provide by
         arrangement, and to supervise the moving of furniture or equipment of
         the Tenant in and out of the Building where such moving of furniture or
         equipment would be disruptive to the normal business of the Building,
         and the making of repairs or alterations conducted within the Leased
         Premises affecting base building, building systems or Leasehold
         Improvements. The reasonable cost of Additional Services provided to
         the Tenant, whether the Landlord shall be obligated hereunder or shall
         elect to provide them as Additional Services, shall be paid to the
         Landlord by the Tenant from time to time within thirty (30) days
         following receipt of invoices therefor from the Landlord. Costs of
         Additional Services charged directly to the Tenant and other tenants
         shall be credited in computing Operating Costs.

                           ARTICLE VII- ASSIGNING AND SUBLETTING

7.1      ASSIGNMENTS AND SUBLETTINGS. The Tenant covenants with the Landlord
         that it will not assign, sublet, licence or part with the possession of
         the Leased Premises or any part thereof, or share the occupation of the
         Leased Premises, or any part thereof, without the consent of the
         Landlord in writing first had and obtained such consent not to be
         unreasonably or arbitrarily withheld or delayed. Provided that as a
         condition of the granting of its consent, the Landlord may require any
         assignee, subtenant, licensee or occupant of the Leased Premises to
         execute an agreement whereby he, it or they attorn to and become the
         tenants of the Landlord as if he, it or they had executed this Lease,
         or, except in the case of an absolute assignment of this Lease, to
         execute an acknowledgement that all the sublessee's or undertenant's
         estate, right and interest in and to the Leased Premises absolutely
         terminates upon the surrender, release, disclaimer or merger of this
         Lease notwithstanding the provisions of the Landlord and Tenant Act of
         Ontario, R.S.O. 1990, CL.7 and amendments thereof with specific
         reference to Paragraphs 21 and 39 (2) thereof, or other similar
         statute. The Tenant shall furnish to the Landlord copies of any
         assignment, sublease, licence or other agreement herein contemplated.
         Notwithstanding any other provision in this section, no assignment,
         subletting, licensing or parting with possession of the Leased Premises
         shall in any way release or be deemed to release the Tenant (or any
         guarantor hereof) from their obligations under the terms of this Lease.
         Provided further that the proposed


<PAGE>


                                                                              18

         assignee, subtenant, licensee or occupant of the Leased Premises
         shall be required to provide financial statements or other financial
         information as the Landlord may require. It is agreed that the
         Landlord may consider in determining whether to grant consent among
         other matters, the following: the personal and business history of
         the proposed assignee, occupant, sublessee and its key employees.
         The Tenant agrees to pay the reasonable legal fees of the Landlord's
         solicitor relating to the preparation of the Landlord's consent, and
         determination as to whether to give the consent.

         If by sale, transfer or other disposition of its shares, the control of
         the Tenant is altered so that 51% of the shares are transferred in any
         manner, then same shall be deemed as an assignment and the provisions
         of this paragraph shall apply. The Tenant covenants and agrees to
         advise the Landlord forthwith if such a transfer is contemplated.

         In the event of any sub-letting by the Tenant by virtue of which the
         Tenant receives rent in the form of cash, goods, services or other
         considerations from the sub-tenant which is higher than the rent
         payable hereunder to the Landlord for the premises so sub-let, the
         Tenant shall pay any such excess to the Landlord, in addition to all
         rent and other costs payable hereunder, for the period of time during
         which the said subtenant remains in possession of the premises sub-let
         to it.

         If the Tenant herein shall receive from any assignee of this lease,
         either directly or indirectly, any consideration for the assignment of
         this lease, either in the form of cash, goods or services, the Tenant
         shall forthwith pay an amount equivalent to such consideration to the
         Landlord and same shall be deemed to be further Additional Rent
         hereunder.

         In the event of any proposed assignment or subletting of the Leased
         Premises by the Tenant, the Landlord shall not be obligated to consider
         such a proposal nor be required to consent to same, unless the base
         rent payable by the proposed assignee or sublessee is, in the sole
         discretion of the Landlord, at the then current market rate for similar
         space in the immediate and surrounding area. In no event shall the
         Tenant be required to sublease or assign this Lease at a base rental
         rate in excess of the Base Rent payable hereunder.

         In calculating whether there is any additional consideration payable by
         an assignee or sublessee as hereinbefore provided, no deduction shall
         be made for any commission payable to any agent or other party.

         If the Landlord has granted to the Tenant, named on page 1 of this
         Lease, any first rights of refusal, exclusive rights or options to
         lease additional space or to purchase, it is agreed and understood that
         upon the Tenant assigning, subletting, licensing or parting with
         possession of the Leased Premises or any part thereof, the aforesaid
         rights referred to shall automatically become null and void.

         Notwithstanding the above provisions, within ten (10) business days
         after the receipt by the Landlord of such request for consent and of
         all information which the Landlord shall have requested hereunder, the
         Landlord shall have the right upon written notice of termination
         submitted to the Tenant to, if the request is to assign this Lease or
         sublet the whole of the Leased Premises, cancel and terminate this
         Lease, or to, if the request is to sublet a part of the Leased Premises
         only, cancel and terminate this Lease with respect to such part, in
         each case as of a termination date to be stipulated in the notice of
         termination which shall be ninety (90) days following giving of such
         notice. In such event the Tenant shall surrender the whole or part, as
         the case may be, of the Leased Premises in accordance with such notice
         of termination and Base Rent and Additional Rent shall be apportioned
         and paid to the date of surrender and, if only a part of the Leased


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                                                                              19

         Premises is surrendered, Base Rent and Additional Rent shall, after
         the date of surrender, abate proportionately. If the Landlord does
         not elect to terminate as aforesaid and if consent to sublease or
         assign will be granted, the Tenant may assign or sublet, as the case
         may be, only upon the terms and to the party set out in the offer
         submitted to the Landlord as aforesaid.

                     ARTICLE VIII- FIXTURES AND IMPROVEMENTS

8.1      INSTALLATION OF FIXTURES AND IMPROVEMENTS. The Tenant shall not make,
         erect, install or alter any Leasehold Improvements in the Leased
         Premises without having requested and obtained the Landlord's prior
         written approval which the Landlord shall not unreasonably delay or
         withhold. In making, erecting, installing or altering any Leasehold
         Improvements the Tenant will not alter or interfere with any
         installations which have been made by the Landlord without the prior
         written approval of the Landlord and in no event shall it alter or
         interfere with window coverings (if any) installed by the Landlord on
         exterior windows. The Tenant's request for any approval hereunder shall
         be in writing and accompanied by an adequate description of the
         contemplated work and, where appropriate, working drawings and
         specifications thereof. All work to be performed in the Leased Premises
         shall be performed by reputable contractors approved by the Landlord.
         The Landlord reserves the right to require the Tenant to utilize the
         contractor(s) of the Landlord where base building, building systems
         and/or warranties may be affected provided the Landlord agrees that
         charges by such contractors shall be in keeping with that which an arms
         length contractor would charge. The cost of all such work shall be
         estimated by the Landlord in advance and such estimate approved by the
         Tenant prior to work commencing. All such work shall be performed at
         the Tenant's expense and the Tenant shall be responsible for
         application and payment of all fees in connection with any permits
         required. All such work shall be subject to inspection by and the
         reasonable supervision of the Landlord, as an Additional Service, and
         shall be performed in accordance with any reasonable conditions or
         regulations imposed by the Landlord and completed in a good and
         workmanlike manner in accordance with the description of the work
         approved by the Landlord. The Landlord shall be entitled to supervise
         the work and charge the Tenant a supervision fee. The Landlord shall
         also be entitled to charge reasonable fees for examining plans
         respecting the proposed work. The Tenant shall be obligated to pay any
         reasonable consultant's fees incurred by the Landlord for review and
         approval of plans for construction of any nature after the Commencement
         Date as Additional Rent.

8.2      LIENS AND ENCUMBRANCES ON FIXTURES AND IMPROVEMENTS. In connection with
         the making, erection, installation or alteration of Leasehold
         Improvements and all other work or installations made by or for the
         Tenant in the Leased Premises the Tenant shall comply with all the
         provisions of the Construction Lien Act (Ontario) and other statutes
         from time to time applicable thereto and shall promptly pay all
         accounts relating thereto. The Tenant will not create or cause to be
         created any mortgage, conditional sale agreement or other encumbrance
         in respect of its Leasehold Improvements or permit any such mortgage,
         conditional sale agreement or other encumbrance to attach to the Leased
         Premises or to the Building and Common Area Facilities. If and whenever
         any construction or other lien for work, labour, services or materials
         supplied to or for the Tenant for the cost of which the Tenant may be
         in any way liable or claims therefor shall arise or be filed or any
         such mortgage, conditional sales agreement or other encumbrance shall
         attach, the Tenant shall within ten (10) days after receipt of notice
         thereof procure the discharge thereof, including any certificate of
         action registered in respect of any lien, by payment or giving security
         or in such other


<PAGE>


                                                                              20

         manner as may be required or permitted by law failing which the
         Landlord may in addition to all other remedies hereunder avail
         itself of its remedy hereunder and may make any payments required to
         procure the discharge of any such liens or encumbrances and shall be
         entitled to be reimbursed by the Tenant as provided herein and its
         right to reimbursement shall not be affected or impaired if the
         Tenant shall then or subsequently establish or claim that any lien
         or encumbrance so discharged was without merit or excessive or
         subject to any abatement, set-off or defense.

8.3      REMOVAL OF FIXTURES AND IMPROVEMENTS. All Leasehold Improvements in or
         upon the Leased Premises shall immediately upon termination of this
         lease be and become the Landlord's property without compensation
         therefor to the Tenant. Except to the extent otherwise expressly agreed
         by the Landlord in writing no Leasehold Improvements, trade fixtures,
         furniture or equipment shall be removed by the Tenant from the Leased
         Premises either during or at the expiration or earlier termination of
         the Term except that (1) the Tenant shall at the end of the Term remove
         its trade fixtures, and (2) the Tenant shall remove its furniture and
         equipment at the end of the Term and may remove its furniture and
         equipment during the Term in the usual and normal course of its
         business where such furniture or equipment has become excess for the
         Tenant's purposes or the Tenant is substituting therefor new furniture
         and equipment. It is understood that the Tenant, as of the termination
         of this Lease, will surrender the Leased Premises free from any
         obligation to remove or demolish the original existing, as of the
         Commencement Date, leasehold improvements. The Tenant shall, in the
         case of every removal either during or at the end of the Term, make
         good any damage caused to the Leased Premises by the installation and
         removal. Provided that upon the termination of this Lease, the Tenant,
         if requested by the Landlord, shall restore any subsequent alterations
         to its former condition immediately prior to the installation of such
         subsequent alterations or changes, including the restoration of such
         standard fixtures as may have been installed by the Landlord, and if
         not so requested, any such changes or alterations shall become the
         property of the Landlord, or alternatively, the Tenant shall install
         such comparable fixtures and materials as may then be in use.

8.4      OCCUPATIONAL HEALTH AND SAFETY. The Tenant covenants and agrees that it
         will ensure that a comprehensive and rigorous health and safety program
         to protect workers in the Leased Premises is implemented to ensure that
         no accidents or injuries occur in connection with the performance of
         any Tenant's work. The Tenant will indemnify the Landlord in respect of
         all claims, infractions, prosecutions, alleged infractions, losses,
         costs and expenses and any fines or proceedings relating to fines or
         other offences under all occupational health and safety and any similar
         legislation that might be brought, or imposed against or suffered by
         the Landlord or any of its officers, directors and employees in
         connection with the performance of any Tenant's work. Without limiting
         the obligations set out above in this Section 8.4, the Tenant will do
         at least the following:

         (a)      ensure that all obligations imposed by statute, law or
                  regulation on "constructors" or other persons completing or
                  co-ordinating any Tenant's work are diligently and properly
                  completed;

         (b)      co-operate with the Landlord in having any Tenant's work
                  designated as a separate project so that the Landlord does not
                  incur any obligations as a constructor or obligations similar
                  to those of a constructor at law or by regulation imposed in
                  connection with the performance of any Tenant's work;

         (c)      comply with all directions that the Landlord may give to


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                                                                              21

                  the Tenant in connection with the performance of any Tenant's
                  work having regard to construction health and safety
                  requirements; and


<PAGE>

                                                                              22

         (d)      provide to the Landlord whatever rights of access, inspection,
                  and whatever information, documents and other matters the
                  Landlord requires in order to ensure that the Tenant's
                  obligations under this Section are complied with.

                           ARTICLE IX- INSURANCE AND LIABILITY

9.1      LANDLORD'S INSURANCE. The Tenant will during the whole of the Term
         hereby granted as part of Operating Costs, pay its Proportionate Share
         of all premiums with respect to insurance to be placed by the Landlord
         and described in this Section 9.1. The Landlord agrees to maintain
         during the Term, insurance coverages as follows:

         (i)      Property of Every Description (Building and Equipment) against
                  the perils of "All-Risks", under form providing coverage at
                  least equivalent to Commercial Building Broad Form I.A.O. Form
                  No. 700 including "Building By-Laws Endorsements", and to be
                  insured for the Replacement Value, without allowance for
                  depreciation and Stated Amount, and with no co-insurance
                  requirement.

         (ii)     "Rental Income" for the gross annual rental income on
                  "All-Risks" basis, as provided under Commercial Building Broad
                  Form I.A.O. Form 700 including "Building By-Laws
                  Endorsements", providing coverage at least equivalent to
                  I.A.O. Profits Form No. 551 with an eighteen (18) month
                  indemnity period.

         (iii)    Broad Form Boiler and Machinery Policy on a blanket and
                  replacement basis with limits for each accident in an
                  amount not less than the replacement cost of the Building
                  containing the Leased Premises and which shall cover all
                  boilers, pressure vessels, air conditioning equipment and
                  miscellaneous electrical apparatus owned by the Landlord
                  and which shall include PCB coverage.  It shall also
                  include "Rental Income" for the full gross annual income
                  equivalent to I.A.O. Profits Form No. 551 with a eighteen
                  (18) month indemnity period.  This policy should also
                  provide "Building By-Laws Endorsements".

         (iv)     "General Liability Insurance" on a Comprehensive Form and on
                  an "occurrence" basis without deductible with retroactive
                  coverage against claims for Personal and Bodily Injury and
                  Death and/or Property Damage occurring upon or about the
                  Leased Premises and for a limit no less than $5,000,000.00
                  inclusive for one occurrence.

         (v)      Such other insurance coverage or coverages as a prudent owner
                  of a first class office building would obtain for protection
                  respecting loss of, or damage to the Building, the Lands or
                  the Leased Premises, or liability arising therefrom.

         All such insurance coverages shall be kept and maintained by the
         Landlord, and in no event shall the coverage be less than the amount
         required by any institution then holding a mortgage on the Building and
         Common Area Facilities. The Tenant shall pay to the Landlord, as part
         of Operating Costs, its Proportionate Share of the Landlord's
         Insurance. The Tenant shall not do or permit to be done any act or
         thing whereby insurance coverage, premiums or any of them hereinbefore
         contemplated, may be increased or cancelled by the insurer, or the
         Leased Premises shall be rendered uninsurable, and if by reason of any
         act done or permitted or omission, as the case may be, by the Tenant,
         the said insurance coverage, premiums or any of them shall be
         increased, then the Tenant, if it shall fail to rectify the event
         giving rise to the increased premium after written notice thereof from
         the Landlord, shall be liable to pay all of such increase in premium,
         with respect


<PAGE>

                                                                              23

         to the entire coverages, and this notwithstanding that the Tenant
         occupies only a portion of the Building covered by such insurance
         coverages, and if the Leased Premises shall be rendered uninsurable,
         or if the said insurance coverages, or any of them, shall be
         cancelled by reason of any act or omission as the case may be by the
         Tenant and shall not be susceptible of being replaced, after the
         Landlord's reasonable efforts under the circumstances to do so, then
         the Landlord, after giving the Tenant at least fourteen (14) days
         written notice within which to replace insurance coverage or
         coverages shall, at its absolute discretion, have the right to
         determine that the term hereof has expired and in such event the
         Tenant shall deliver up possession of the Leased Premises as if the
         Term of this Lease had expired.

         PROVIDED that no act required to be done by the Tenant nor any payment
         required to be made by the Tenant, including reimbursements of
         insurance premiums paid by the Landlord, shall relieve the Tenant from
         any liability for damage incurred by the Landlord as result of any act
         or omission of the Tenant.

         If any other tenant of the Building has his own insurance premiums
         increased by his insurers as a result of the use or occupation by the
         Tenant herein of the within Leased Premises, the Tenant covenants and
         agrees with the Landlord after written notice thereof, to pay the
         additional cost forthwith upon demand as Additional Rent.

         The Landlord's insurance policy shall contain a waiver of subrogation
         in favour of the Tenant or those for whom the Tenant is in law
         responsible.

9.2      AGENTS. The Tenant acknowledges, covenants and agrees that every right,
         exemption from liability, defence and immunity of whatsoever nature
         applicable to the Landlord or to which the Landlord is entitled
         hereunder shall also be available and shall extend to protect every
         such agent of the Landlord acting (in the course of or in connection
         with his employment or otherwise) and for the purposes of all of the
         foregoing provisions of this clause, the Landlord is or shall be deemed
         to be acting as agent or trustee on behalf of and for the benefit of
         persons who are or might be his servants, employees or agents from time
         to time.

9.3      TENANT'S INSURANCE. The Tenant covenants to insure and to keep insured
         during the whole of the Term, with an insurance company or companies in
         good standing and upon terms and conditions all satisfactory to the
         Landlord:

         (i)      "All-Risks" insurance upon all property owned by the Tenant
                  or for which it is legally liable or installed or affixed
                  by or on behalf of the Tenant and which is located in the
                  Building including, without limitation, furniture,
                  fittings, installations, alterations, additions, partitions
                  and fixtures or anything in the nature of a Leasehold
                  Improvement made or installed by or on behalf of the Tenant
                  in an amount equal to the full replacement cost thereof; if
                  there is a dispute as to the amount which comprises full
                  replacement cost the decision of the Landlord's Architect
                  shall be conclusive.

         (ii)     All parties hereto on a Comprehensive Form for bodily
                  injury and property damage, general liability coverage
                  arising out of the use, maintenance or repair of the Leased
                  Premises and/or the business of the Tenant or any
                  sub-tenant, licensees or occupiers of the Leased Premises;
                  such insurance shall be for a limit of not less than
                  $2,000,000.00 inclusive for any one occurrence, or such
                  higher limits as the Landlord, acting reasonably, or any
                  mortgagee requires from time to time, and shall contain a
                  severability of interest clause, and a cross liability
                  clause.

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                                                                              24


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                                                                              25

         (iii)    Glass coverage for the replacement of all glass broken,
                  cracked or damaged in, on and about the Leased Premises.

         (iv)     Any other form of insurance that the Landlord or any mortgagee
                  may reasonably require, from time to time in form, amounts and
                  for insurance risks acceptable to the Landlord and any
                  mortgagee.

         The Tenant covenants and agrees to provide the Landlord with evidence
         of insurance as required under this provision. Such evidence shall be
         by way of a certified copy of the policy if available in timely fashion
         or failing which a certificate of insurance at such time or times as
         the Landlord may require. The Tenant agrees to provide same to the
         Landlord forthwith after notice has been given by the Landlord to the
         Tenant of its request. The Tenant's policy shall contain a waiver of
         subrogation in favour of the Landlord and those for whom the Landlord
         is in law responsible.

9.4      LIMITATION OF LANDLORD'S LIABILITY. The Tenant agrees that:

         (i)      the Landlord shall not be liable for any bodily injury or
                  death of, or loss or damage to any property belonging to
                  the Tenant or its employees, invitees, or licensees or
                  any other person in, on or about the Building and Common
                  Area Facilities howsoever occurring, unless caused by the
                  negligent act or omission of the Landlord or those for
                  whom the Landlord is in law responsible, and in no event
                  shall the Landlord be liable for:

                  (1)      any damage which is caused by steam, water, rain or
                           snow which may leak into, issue or flow from any part
                           of the Building or Common Area Facilities or from the
                           pipes or plumbing works thereof or from any other
                           place or quarter or for any damage caused by or
                           attributable to the condition or arrangement of any
                           electric or other wiring or for any damage caused by
                           anything done or omitted by any other tenant; and

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

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

         (ii)     the Landlord shall have no responsibility or liability
                  for the failure to supply interior climate control or
                  elevator service when prevented from doing so by strikes,
                  the necessity of repairs, any order or regulation of any
                  body have jurisdiction, the failure of the supply of any
                  utility required for the operation thereof or any other
                  cause beyond the Landlord's reasonable control, and shall
                  not be held responsible for any bodily injury, death or
                  damage to property arising from the use of, or any
                  happening in or about, any elevator.

9.5      INDEMNITY OF LANDLORD. Save and except for the negligent act or
         omission of the Landlord or those for whom the Landlord is in law
         responsible, the Tenant agrees to indemnify and save harmless the
         Landlord in respect of all claims for bodily injury or death, property
         damage or other loss or damage arising from the conduct of any work by
         or any act or omission of the Tenant or any assignee, subtenant, agent,
         employee, contractor, invitee or licensee of the Tenant, and in respect
         of all costs, expenses and liabilities incurred by the Land-


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                                                                              26

         lord in connection with or arising out of all such claims, including
         the expenses of any action or proceeding pertaining thereto, and in
         respect of any loss, cost, expense or damage suffered or incurred by
         the Landlord arising from any breach by the Tenant of any of its
         covenants and obligations under this Lease.

              ARTICLE X-SUBORDINATION, ATTORNMENT AND CERTIFICATES

10.1     SUBORDINATION AND ATTORNMENT. The Tenant agrees that this Lease and all
         the rights of the Tenant hereunder are subject and subordinate to all
         mortgages now or hereafter existing (including deeds of trust and all
         instruments supplemental thereto) which may now or hereafter affect the
         Building or Common Area Facilities and to all renewals, modifications,
         consolidations, replacements and extensions thereof, provided such
         mortgagee has provided a non-disturbance agreement to the Tenant;
         provided that the Tenant whenever requested by any mortgagee (including
         any trustee under a deed of trust and mortgage) shall attorn to such
         mortgagee as the Tenant upon all the terms of this Lease. Subject to
         the foregoing, the Tenant agrees to execute promptly whenever requested
         by the Landlord or by such mortgagee such instrument of subordination
         or attornment, as the case may be, as may be required of it.

10.2     CERTIFICATES. The Tenant shall promptly whenever requested by the
         Landlord from time to time execute and deliver to the Landlord (and if
         required by the Landlord, to any mortgagee [including any trustee under
         a deed of trust and mortgage] designated by the Landlord) a certificate
         in writing as to the then status of this Lease, including as to whether
         it is in full force and effect, is modified or unmodified, confirming
         the rent payable hereunder and the state of the accounts between the
         Landlord and Tenant, the existence or non-existence of defaults, and
         any other matters pertaining to this Lease as to which the Landlord
         shall request a certificate.

               ARTICLE XI-REMEDIES OF LANDLORD ON TENANT'S DEFAULT

11.1     REMEDYING BY LANDLORD. In addition to all rights and remedies of the
         Landlord available to it in the event of any default hereunder by the
         Tenant either by any other provision of this Lease or by statute or the
         general law, the Landlord, subject to the respective notice periods as
         required under Section 11.3 below:

         (1)      shall have the right at all times after the required written
                  notice of an event of default has been given to the Tenant, to
                  make any payments due by the Tenant to third parties and may
                  enter upon the Leased Premises to do any work or other things
                  therein, as may be reasonably necessary, and in such event all
                  expenses of the Landlord in remedying or attempting to remedy
                  such default shall be payable by the Tenant to the Landlord
                  forthwith upon demand;

         (2)      shall have the same rights and remedies in the event of any
                  non-payment by the Tenant of any amounts payable by the Tenant
                  under any provision of this Lease as in the case of a
                  non-payment of Rent; and

         (3)      if the Tenant shall fail to pay any Rent or other amount from
                  time to time payable by it to the Landlord hereunder promptly
                  when due, shall be entitled, to interest thereon at a rate of
                  3% per annum in excess of the minimum lending rate to prime
                  commercial borrowers from time to time current at The Bank of
                  Nova Scotia in Toronto from the date upon which the same was
                  due until actual payment thereof.


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                                                                              28

11.2     REMEDIES CUMULATIVE. The Landlord, subject to 11.3 hereof, may from
         time to time resort to any or all of the rights and remedies available
         to it in the event of any default hereunder by the Tenant, either by
         any provision of this Lease or by statute or the general law, all of
         which rights and remedies are not to be interpreted as excluding any
         other or additional rights and remedies available to the Landlord by
         statute or the general law.

11.3     RIGHT OF RE-ENTRY DEFAULT OR TERMINATION. It is expressly agreed that
         if and whenever the Base Rent or Additional Rent hereby reserved,
         remains unpaid, or if the Tenant shall breach or fail to observe or
         perform any of the other covenants, agreements, provisoes, conditions,
         reasonable rules or regulations and other obligations on the part of
         the Tenant to be kept, observed or performed hereunder, provided the
         Landlord has first delivered notice to the Tenant explaining the
         non-monetary breach and has allowed the Tenant fifteen (15) days to
         rectify such non-monetary breach, or if this Lease shall have become
         terminated pursuant to any provision hereof, then and in every such
         case it shall be lawful for the Landlord thereafter to enter into and
         upon the Leased Premises or any part thereof and to have again,
         repossess and enjoy the same as of its former estate, anything in this
         Lease contained to the contrary notwithstanding. Five (5) days notice
         shall be required in the event of monetary breach.

11.4     TERMINATION RE-ENTRY. If and whenever the Landlord becomes entitled to
         re-enter upon the Leased Premises under any provision of this Lease,
         the Landlord, in addition to all other rights and remedies, shall have
         the right to terminate this Lease forthwith by leaving upon the Leased
         Premises notice in writing of such termination.

11.5     PAYMENT ON TERMINATION. Upon the giving by the Landlord of a notice in
         writing terminating this Lease, pursuant to 11.4 or 11.3 of this Lease,
         this Lease and the Term shall terminate, rent and any other payments
         for which the Tenant is liable under this Lease shall be computed,
         apportioned and paid in full to the date of such termination, and the
         Tenant shall immediately deliver up possession of the Leased Premises
         to the Landlord, and the Landlord may re-enter and take possession of
         them.

11.6     RENUNCIATION. The Tenant waives and renounces the benefit of any
         present or future statute taking away or limiting the Landlord's right
         of distress.

11.7     RE-LETTING. Whenever the Landlord becomes entitled to re-enter upon the
         Leased Premises under 11.3 or 11.4 hereof of this Lease the Landlord in
         addition to all other rights it may have shall have the right as agent
         of the Tenant to enter the Leased Premises and re-let them and to
         receive the rent therefor and as the agent of the Tenant to take
         possession of any furniture or other property thereon and to sell the
         same at public or private sale without notice and to apply the proceeds
         thereof and any rent derived from re-letting the Leased Premises upon
         account of the rent due and to become due under this Lease and the
         Tenant shall be liable to the Landlord for the deficiency if any.

                          ARTICLE XII-EVENTS TERMINATING LEASE

12.1     CANCELLATION OF INSURANCE. If any policy of insurance upon the Building
         and Common Area Facilities from time to time effected by the Landlord
         shall be cancelled or about to be cancelled by the insurer by reason of
         the use or occupation of the Leased Premises by the Tenant or any
         assignee, sub-tenant or licensee of the Tenant or anyone permitted by
         the Tenant to be upon the Leased Premises and the Tenant after receipt
         of notice in


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                                                                              29

         writing from the Landlord and a reasonable time allowed, to
         reinstate such insurance or avoid cancellation, shall have failed to
         take such immediate steps in respect of such use or occupation as
         shall enable the Landlord to reinstate or avoid cancellation (as the
         case may be) of such policy of insurance, the Landlord may at its
         option terminate this Lease by leaving upon the Leased Premises
         notice in writing of such termination.

12.2     PROHIBITED OCCUPANCY, BANKRUPTCY, ETC. If, without the written consent
         of the Landlord the Leased Premises shall be used by any persons other
         than the Tenant, its employees, invitees and customers or its permitted
         assigns or sub-tenants or for any purpose other than that for which
         they were leased, or occupied by any persons whose occupancy is
         prohibited by this Lease, or if the Leased Premises shall be vacated or
         abandoned, or remain unoccupied for 7 days or more while capable of
         being occupied, or if the Term or any of the goods and chattels of the
         Tenant shall at any time be seized in execution or attachment, or if
         the Tenant shall make any assignment for the benefit of creditors,
         become bankrupt or insolvent or take the benefit of any statute now or
         hereafter in force for bankrupt or insolvent debtors or (if a
         corporation) shall take any steps or suffer any order to be made for
         its winding-up or other termination of its corporate existence, then in
         any such case the Landlord may at its option, subject to compliance
         with the procedures set forth in Section 11.3, terminate this Lease by
         leaving upon the Leased Premises notice in writing of such termination
         and thereupon, in addition to the payment by the Tenant of Rent and
         other payments for which the Tenant is liable under this Lease, Rent
         for the current month and the next ensuing 3 (three) months' Rent shall
         immediately become due and be paid by the Tenant.

                                  ARTICLE XIII-MISCELLANEOUS

13.1     REGISTRATION. The Tenant agrees with the Landlord not to register this
         Lease, but nevertheless if the Tenant desires to register a notice of
         this Lease, the Landlord agrees to execute a notice or acknowledgement,
         if required, sufficient for the purpose in such form as the Landlord
         and Tenant mutually approve provided in no event shall rental rates of
         this Lease be shown.

13.2     NOTICE. Any notice required or contemplated by any provision of this
         Lease shall be given in writing, and if to the Landlord, either
         delivered to an executive officer of the Landlord or by facsimile
         transmission or mailed by prepaid registered mail addressed to the
         Landlord at 3650 Victoria Park Avenue, Suite #500, North York
         (Toronto), Ontario, M2H 3P7, and if to the Tenant, either delivered to
         the Tenant (or to an officer of the Tenant if the Tenant is a firm or
         corporation) or by facsimile transmission or mailed by prepaid
         registered mail addressed to the Tenant at the Leased Premises. Every
         such notice shall be deemed to have been given when delivered or, if
         mailed as aforesaid in Canada, upon the day when it was mailed. The
         Landlord may from time to time by notice in writing to the Tenant
         designate another address in Canada as the address to which notices are
         to be mailed to it.

13.3     EXTRANEOUS AGREEMENTS. The Tenant acknowledges that there are no
         covenants, representations, warranties, agreements or conditions
         expressed or implied relating to this Lease or the Leased Premises save
         as expressly set out in this Lease and in any agreement to Lease in
         writing between the Landlord and the Tenant pursuant to which this
         Lease has been executed. This Lease may not be modified except by an
         agreement in writing executed by the Landlord and the Tenant.


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                                                                              30

13.4     CONSTRUCTION. All of the provisions of this Lease are to be
         construed as covenants and agreements. If any provision of this
         Lease is illegal or unenforceable it shall be considered separate
         and severable from the remaining provisions of this Lease, which
         shall remain in force and be binding as though the said provision
         had never been included. The headings and marginal sub-headings of
         clauses and sub-clauses are for convenience of reference and are not
         intended to limit, enlarge or otherwise affect their meanings.

13.5     NON-WAIVER. No condoning, excusing or overlooking by the Landlord of
         any default, breach or non-observance by the Tenant at any time or
         times in respect of any covenant, agreement, proviso or condition
         herein contained shall operate as a waiver of the Landlord's rights
         hereunder in respect of any continuing or subsequent default, breach or
         non-observance or so as to defeat or affect in any way the rights of
         the Landlord in respect of any such continuing or subsequent default or
         breach and no waiver shall be inferred or implied by anything done or
         omitted by the Landlord save only express waiver in writing.

13.6     ACCORD AND SATISFACTION. No payment by the Tenant or receipt by the
         Landlord of a lesser amount than the Base Rent and Additional Rent from
         time to time due shall be deemed to be other than on account of the
         earliest stipulated Base Rent and Additional Rent due, nor shall any
         endorsement or statement on any cheque or any letter accompanying any
         cheque or payment of Base Rent or Additional 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 Base Rent or Additional Rent or pursue any other remedy provided
         in this Lease.

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

13.8     TIME OF THE ESSENCE. Time shall be of the essence of this Lease and
         every part hereof.

13.9     NO PARTNERSHIP. Nothing contained herein shall be deemed or construed
         by the parties hereto, nor any third party, as creating the
         relationship of principal and agent, or a partnership, or a joint
         venture between the parties hereto, it being understood and agreed that
         none of the provisions contained herein nor any acts of the parties
         hereto shall be deemed to create any relationship between the parties
         hereto other than the relationship of Landlord and Tenant.

13.10    FORCE MAJEURE. Except as herein otherwise expressly provided, if and
         whenever and to the extent that the Landlord shall be prevented
         delayed or restricted in the fulfilment of any obligations hereunder
         in respect of the supply or provision of any service or utility, the
         making of any repair, the doing of any work or any other thing by
         reason of strikes or work stoppages or being unable to obtain any
         material, service, utility or labour required to fulfil such
         obligation or by reason of any statute, law or regulation of or
         inability to obtain any permission from any governmental authority
         having lawful jurisdiction preventing, delaying or restricting such
         fulfilment, or by reason of other unavoidable occurrence, the time
         for fulfilment of such obligation shall be extended during the
         period in which such circumstance operates to prevent, delay or
         restrict the fulfilment thereof and the Tenant shall not be entitled
         to compensation for any inconvenience, nuisance or discomfort
         thereby occasioned.

13.11    CONTRA PROFERENTEM. The Parties acknowledge and agree that both
         parties have participated in the drafting of this Lease, and any
         rule of law providing that ambiguities shall be

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                                                                              31

         construed against the drafting party, shall be of no force or effect.


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                                                                              32

13.12    PLANNING ACT. This Lease is expressly conditional upon compliance
         with the land division provisions of the Planning Act R.S.O. 1990
         (as it may be amended from time to time), if applicable.

13.13    ACCESS. The Tenant, its employees, invitees and customers and
         persons connected with the Tenant (subject and except as in this
         Lease provided) shall have the right in common with others entitled
         thereto from time to time to use the parking areas, driveways,
         walkways, lawns, ramps (if any) and other Common Areas in and about
         the Building from time to time. The Tenant shall not unreasonably
         block or in any manner hinder the Landlord, other tenants or other
         persons claiming through or under them or any of them who may be
         authorized by the Landlord to utilize the Common Areas from so
         doing. The Landlord may, acting reasonably, from time to time permit
         the Tenant to have the exclusive use of portions of the parking area
         which forms part of the Common Areas and to permit other tenants or
         other persons to have exclusive use of portions thereof.

13.14    TRANSFERS BY THE LANDLORD. The Landlord at any time and from time to
         time may sell, transfer, lease, assign or otherwise dispose of the
         whole or any part of its interest in the Leased Premises or in the
         Building and lands of which the Leased Premises form a part, at any
         time and from time to time, may enter into any mortgage of the whole
         or any of its interest in the Building and Lands or in the Leased
         Premises. If the party acquiring such interest shall have agreed to
         assume and so long as it holds such interest, to perform each of the
         covenants, obligations and agreements of the Landlord under this
         Lease in the same manner and to the same extent as if originally
         named as the Landlord in this Lease, the Landlord shall, thereupon
         be released from all of its covenants and obligations under this
         Lease.

         The Landlord may assign its rights under this Lease to a lending
         institution as collateral security for a loan. If such assignment is
         made and executed by the Landlord and notification thereof is given
         to the Tenant by or on behalf of the Landlord this Lease shall not
         be cancelled or modified for any reason whatsoever except as
         provided for by the terms hereof or by law without the consent in
         writing of such lending institution.

13.15    OCCUPANCY PERMIT. Provided further that notwithstanding the
         Commencement Date of the Lease as hereinbefore set out, the Tenant
         shall not be permitted to enter into possession of the Leased
         Premises until the Tenant has obtained at its sole expense, an
         occupancy permit from the proper governmental authority. The
         Landlord, in its sole discretion, may waive this provision. Provided
         further, the Tenant agrees to use its best efforts to obtain same
         prior to occupancy.

13.16    LEASED PREMISES. Save and except for any work to be performed by the
         Landlord as specifically set out herein, the taking of possession of
         the Leased Premises by the Tenant shall be conclusive evidence that
         the Tenant accepts the Premises in an "as is" condition and that the
         said Leased Premises were in good and satisfactory condition at the
         time possession was so taken.

13.17    SUCCESSORS AND ASSIGNS. This Lease and everything herein contained
         shall enure to the benefit of and be binding upon the successors and
         assigns of the Landlord and the permitted successors and assigns of
         the Tenant. References to the Tenant shall be read with such changes
         in gender as may be appropriate, depending upon whether the Tenant
         is a male or a female person or a firm or corporation, and if the
         Tenant is more than one person or entity, the covenants of the
         Tenants shall be deemed joint and several. All obligations

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                                                                              33

         of the Tenant or the Landlord under this Lease shall be deemed to be
         covenants whether or not expressed as same. No rights of the Tenant
         in this Lease shall be deemed to be personal, but shall accrue to
         the benefit of the Tenant's successors, permitted subtenants and
         assigns.

13.18    AREA DETERMINATION. In the event that any calculation or
         determination by the Landlord of the Rentable Area of any premises
         (including the Demised Premises) or the Building is disputed or
         called into question, it shall be calculated or determined by the
         Landlord's architect from time to time appointed for the purpose,
         whose certificate shall be conclusive and the cost of such
         certificate shall be borne by the Tenant.

                                  ARTICLE XIV-OTHER PROVISIONS

14.1     PARKING. The Tenant acknowledges that the Common Area Facilities are at
         all times subject to the exclusive control and operation of the
         Landlord, and the Landlord shall have the right to construct
         improvements, alterations and additions thereto and to relocate the
         various facilities thereon. The Tenant further acknowledges that the
         parking facilities in the Common Area Facilities are on a non-exclusive
         ("First Come", "First Serve Basis") and may be altered or diminished
         during the term or renewal thereof and the manner in which access is
         permitted may be altered.

         The Landlord will provide up to 27 unassigned parking spaces in the
         parking area of the Building throughout the Term at no charge to the
         Tenant.

14.2     WINDOW COVERINGS. The Tenant acknowledges that as at the date of this
         Lease the Landlord does not intend to require the Tenant to install and
         maintain window coverings. Provided however, that the Landlord shall
         have the right at any future time to prescribe a uniform pattern for
         window coverings to be utilized in the Leased Premises. In the event
         the Landlord so prescribes same, the Tenant shall permit the Landlord
         to install window coverings at the cost of the Tenant which cost or the
         current portion thereof shall form part of Operating Costs. Until such
         time, no window coverings may be installed or utilized by the Tenant
         without the written consent of the Landlord, which consent may be
         unreasonably or arbitrarily withheld.

14.3     EXTENSION. Provided it is mutually agreed and understood that if the
         Tenant duly and regularly pays the Base Rent and Additional Rent and
         performs all of the provisos and agreements contained herein on the
         part of the Tenant to be performed, and provided further that the
         Tenant is not habitually in default under the terms of this Lease and
         is not in default at the time of the exercise of the option herein,
         then the Landlord shall, at the expiration of the Term hereof, upon
         written request of the Tenant, grant to the Tenant an extension of this
         Lease for a further period of five (5) years upon the same terms and
         conditions as contained herein, save as to the Base Rental rate, and
         save as to any further right of extension. Provided always that the
         Tenant shall have given to the Landlord 180 days' notice in writing
         before the expiration of the Term of its desire to have such extension.
         The Base Rental rate for the extension term shall be at the then
         current market rate for similar premises in a similar area and as
         mutually agreed between the Landlord and the Tenant. In the event that
         the Landlord and the Tenant are unable to agree upon the Base Rental
         rate for the extension term by 120 days prior to the maturity date, the
         matter shall be submitted to arbitration by notice given by either
         party to the other. Upon such notice being given, the dispute shall be
         determined by the award of 3 arbitrators, or by a majority of them, one
         to be named by the Landlord and one by the Tenant


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                                                                              34

         within 30 days of the giving of such notice, and the 3rd to be
         selected by these 2 arbitrators within 7 days after both have been
         nominated. If either the Landlord or the Tenant shall neglect or
         refuse to name its arbitrator in the time specified or to proceed
         with the arbitration, the arbitrator named by the other party shall
         proceed with the arbitration, and the award of such arbitrator shall
         be final and binding upon the Landlord and the Tenant. The
         Arbitrators shall have all the power given by the Arbitrations Act
         of Ontario and may at any time proceed in such manner as they see
         fit on such notice as they deem reasonable in the absence of either
         party, if such party fails to attend. Each party shall pay its own
         costs and shall share equally the costs of arbitration. The award
         and determination of the arbitrators shall be final and binding upon
         both parties hereto and each party agrees not to appeal any such
         award or determination.

         In no event shall the Base Rent for the extension period be less than
         the highest Base Rent payable under the original Term.

         If the award of the arbitrators is not given before the commencement
         date of the extension term, then the Tenant shall commence paying rent
         at the market rate as determined by the Landlord together with
         Additional Rent, which shall be adjusted forthwith after the award of
         the arbitrators has become final and binding, to be calculated from the
         commencement date of the extension term.

         Interest at the rate set out herein shall be calculated monthly on the
         difference between the Base Rent paid by the Tenant and the actual
         amount awarded by the arbitrators and shall be paid forthwith upon
         demand when the arbitrators' decision has been made.

         The extension of lease form shall be prepared by the Landlord at the
         Tenant's cost and the Tenant covenants and agrees to pay to the
         Landlord said costs forthwith upon demand.

14.4     TAXES, OPERATING COSTS AND HYDRO. The Taxes, Operating Costs and Hydro
         applicable to the Leased Premises is currently estimated to be $9.47
         per square foot per annum for 1995. The Tenant acknowledges that this
         is an estimate only and is subject to adjustment when actual costs are
         known.

14.5     SPACE PLANNING. The Landlord shall, at its expense, provide preliminary
         space planning services consisting of an initial layout and two
         revisions by the Tenant.

14.6     LANDLORD'S WORK. Subject to any adjustments as a result of the above
         mentioned space planning service, the Landlord shall, at its own
         expense, provide the following Landlord's Work to the Leased Premises
         to be completed prior to the commencement of the Term, as listed below,
         provided this Lease has been mutually executed by May 23, 1995:

         (a)      construct full height to deck demising walls insulated
                  for sound as highlighted in yellow on Schedule "D";

         (b)      relocate the required secondary access door to the location
                  highlighted in blue on Schedule "D" and reconstruct the
                  demising wall in said door's former location;

         (c)      remove the railing and fill-in the existing stairway, as
                  outlined in orange on Schedule "D";

         (d)      insure existing plumbing, electrical outlets and light
                  fixtures are all in working order; and

         (e)      repair or replace all damaged ceiling tiles throughout the
                  Leased Premises.


<PAGE>

                                                                              35

14.7     LEASEHOLD IMPROVEMENTS.  With the exception of the Landlord's Work
         listed above, the Tenant shall lease the Leased Premises on an "as
         is" basis.  Any Leasehold Improvements deemed necessary by the
         Tenant shall be constructed by the Landlord, at the Tenant's
         expense, based upon a floor plan designed by the Landlord's space
         planner, and approved by the Landlord and the Tenant and initialled
         by both parties for identification. As the general contractor for
         the Leasehold Improvements, the Landlord shall be compensated with a
         fee equal to 10% of the total contract cost of the Leasehold
         Improvements. Payment by the Tenant shall be made upon presentation
         of cost plus invoices by the 25th day of each month and such
         invoices shall be payable net 10 days upon receipt thereof. The
         Landlord shall make its best efforts to control the costs of the
         Leasehold Improvements and when time permits, seek additional
         trade/supply quotes.

14.8     EARLY ACCESS TO LEASED PREMISES. Upon the formal execution of this
         Lease, and the Agents receipt of the Deposit, the Tenant shall be
         granted access to the Leased Premises for the purpose of co-ordinating
         the installation of the Tenant's telephone service, computers, etc.,
         whether it be exclusively or in common with one of the Landlord's
         employees. During this period, the Tenant shall be bound by all the
         provisions of this Lease saving those requiring the payment of Rent.

14.9     CO-TENANCY. This Agreement is not personally binding upon and resort
         shall not be had nor shall recourse or satisfaction be sought from the
         private property of any of the unit holders of Investors Real Property
         Fund (the "FUND"), trustees, officers, directors, employees or agents
         of the trustee or manager of the Fund, it being intended and agreed
         that only the property of the Fund shall be bound by this Agreement.
         Only the co-tenancy interests of Menkes and Investors Group shall be
         bound hereby and the obligations hereunder are not binding upon either
         of Menkes or Investors Group in any other respect nor shall resort be
         had to any other property of any of Menkes or Investors Group. The
         rights and obligations of each of Menkes and Investors Group hereunder
         shall, in every case, be several and proportionate and not either joint
         or joint and several.

IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease.

                                            MENKES OFFICE PARKS LTD.

                                          Per:________________________________
                                                  (Authorized signing officer)

                                          INVESTORS GROUP TRUST CO. LTD.
                                          as trustee for
                                          INVESTORS REAL PROPERTY FUND

                                          Per:________________________________
                                                  (Authorized signing officer)

                                          Per:________________________________
                                                  (Authorized signing officer)

                                          CHANGEPOINT CORPORATION


<PAGE>

                                                                              36

                                          Per:________________________________
                                                  (Authorized signing officer)


<PAGE>

                                      LEASE

THIS LEASE made as of the 4th day of April, 1995
PURSUANT TO THE SHORT FORMS OF LEASES ACT

BETWEEN

                         MENKES OFFICE PARKS LTD. and INVESTORS
                         GROUP TRUST CO. LTD. as trustee for
                         INVESTORS REAL PROPERTY FUND

                         (the "LANDLORD")

                                                             OF THE FIRST PART

                         - AND -

                         THOMPSON MINWAX (CANADA) LTD.

                         (the "TENANT")

                                                             OF THE SECOND PART

ARTICLES.  For convenience of reference this Lease has been divided
into the following Articles:

         Article I                 - Definitions
         Article II                - Lease Term and Payments
         Article III               - Landlord and Tenant Covenants
         Article IV                - Repair and Damage
         Article V                 - Taxes and Operating Costs
         Article VI                - Utilities and Additional Services
         Article VII               - Assigning and Subletting
         Article VIII              - Fixtures and Improvements
         Article IX                - Insurance and Liability
         Article X                 - Subordination, Attornment and Certificates
         Article XI                - Remedies of Landlord on Tenant's Default
         Article XII               - Events Terminating Lease
         Article XIII              - Miscellaneous
         Article XIV               - Other Provisions

LIST OF SCHEDULES. The following schedules form an integral part of this
Lease:

         Schedule "A" - Legal Description of Lands
         Schedule "B" - Leased Premises
         Schedule "C" - Rules and Regulations

                             ARTICLE I - DEFINITIONS

1.0      DEFINITIONS. In this Lease the following defined terms shall have the
         meanings set forth below.

         "ADDITIONAL RENT" means Operating Costs under Section 5.5, Taxes under
         5.3, Electricity under 6.2, and Insurance under Article I and all other
         charges, costs and expenses required to be paid by the Tenant under the
         terms of this Lease (other than Base Rent) whether payable to the
         Landlord or not.

         "ADDITIONAL SERVICES" means the services and supervision supplied by
         the Landlord to the Leased Premises and Common Area Facilities and
         referred to herein or in any other provision hereof as Additional
         Services and any other services which from time to time the Landlord
         supplies to the Tenant at the Tenant's written request or as the
         Landlord deems necessary, acting reasonably, in the event of a default
         by the Tenant and which are additional to the janitor and cleaning and
         other services typically supplied in a first class office building,
         supervision in connection with the making of any repairs or alterations
         by the Tenant affecting the Base Building, building systems or
         Leasehold Improvements.

         "ATTIC STOCK" means spare fan, pump and cooling tower motors, base
         Building light fixtures, fuses, etc.


<PAGE>


                                                                             2

         "BASE RENT" means the base rent payable by the Tenant in accordance
         with Section 2.3.

         "BUILDING" means the building municipally known as 1595 16th Avenue,
         Richmond Hill, Ontario.

         "CAPITAL TAX" is an amount presently or hereafter imposed from time to
         time pursuant to Part III of the Corporations Tax Act (Ontario) (the
         "Act") upon the Landlord or the owner of the Building and Lands and
         payable by the Landlord on account of its interest in the Building and
         the Lands or any part thereof, or its interest in or capital employed
         in the Building and the Lands, as the case may be.

         "COMMENCEMENT DATE" means April 1, 1995.

         "COMMON AREA FACILITIES" means all facilities, improvements,
         installations, utilities and equipment located in the Building or the
         Lands immediately surrounding the Building.

         "COMMON AREAS" means those areas, facilities, utilities, improvements,
         equipment and installations comprising the Lands and Building and which
         are not leased or designated for lease to tenants but are provided to
         be used in common by (or by the sublessees, agents, employees,
         customers or licensees of) the Landlord, the Tenant, and other tenants
         of the Building and other buildings on the Lands, whether or not the
         same are open to the general public or a specific tenant of the
         Building, and include, but are not limited to, parking areas and all
         vestibules for and entrances and exits thereto; driveways, truckways
         and related areas; corridors and underground or above ground tunnels or
         passageways; stairways, escalators, ramps, and elevators and other
         transportation equipment and systems; tenant, common and public
         washrooms; telephone, meter, valve, mechanical, mail, storage, service
         and janitor rooms; fire prevention, security and communication systems,
         any fixtures, chattels, systems, decor, signs, facilities, or
         landscaping and planted areas contained therein or maintained or used
         in connection therewith.

         "COST OF ADDITIONAL SERVICES" shall mean in the case of Additional
         Services provided by the Landlord a reasonable charge made therefor by
         the Landlord which shall not exceed the cost of obtaining such services
         from independent contractors and in the case of Additional Services
         provided by independent contractors the Landlord's total cost of
         providing Additional Services to the Tenant including the proportionate
         cost of all direct labour (including salaries, wages and fringe
         benefits) and materials and other direct expenses incurred, the cost of
         supervision without duplication or profit and other expenses reasonably
         allocated thereto.

         "INSURED DAMAGE" means that part of any damage occurring to the Leased
         Premises of which the entire cost of repair is actually recovered by
         the Landlord under a policy of insurance in respect of fire and other
         perils from time to time effected by the Landlord, or for which the
         Landlord has self-insured under Section 9.1 herein.

         "LAND" means those lands described in Schedule "A" attached
         hereto.

         "LEASE" means this lease between the Landlord and the Tenant,
         and all amendments hereto.

         "LEASEHOLD IMPROVEMENTS" means all fixtures, improvements,
         installations, alterations and additions from time to time made,
         erected or installed by or on behalf of the Tenant or by or on behalf
         of any other previous occupant in the Leased Premises (including the
         Landlord) with the exception of trade


<PAGE>


                                                                             3

         fixtures, furniture and equipment, (not of the nature of fixtures),
         modular office furniture systems, improvements of a cosmetic nature
         such as rugs (but not broadloom), decorations and other improvements
         moveable without the use of tools, but Leasehold Improvements include
         all office partitions however affixed and includes wall-to-wall and
         other carpeting with the exception of such carpeting where laid over
         vinyl tile or other finished floor and affixed so as to be readily
         removable without damage.

         "LEASED PREMISES" means approximately 9,537 square feet of Rentable
         Area on the 7th floor of the Building known as suite 701, as outlined
         in red on the plans attached as Schedule "B".

         "NORMAL BUSINESS HOURS" means the hours of 7:00 a.m. to 7:00
         p.m. Monday to Friday, except public holidays.

         "OPERATING COSTS" means the total of all expenses, costs, and outlays
         incurred in the complete maintenance, repair and operation of the
         Building and Common Area Facilities, whether incurred by or on behalf
         of the Landlord and calculated without profit (other than the
         management fee) or duplication, and subject to Section 14.10, in
         accordance with generally accepted accounting principles:

         (i)      Operating Costs shall include without limiting the
                  generality of the foregoing (but subject to certain
                  deductions as hereinafter provided), the cost of
                  providing complete cleaning and janitorial services, the
                  cost of building supplies used in the maintenance of the
                  Building, Attic Stock, maintenance services, exterior
                  landscaping, snow removal, garbage and waste collection
                  and disposal, rental of equipment and signs, janitorial
                  services to the Common Areas of the Building, the cost of
                  operating elevators, the cost of heating, cooling and
                  ventilating all space including both rentable and non-
                  rentable areas, the cost of providing hot and cold water,
                  electricity (including lighting), and the replacement of
                  electric light bulb tubes, starters and ballasts,
                  telephone and other utilities and services to both
                  rentable and non-rentable areas, the cost of all repairs
                  including repairs to the Building or services in the
                  Building or Common Area Facilities including elevators,
                  the cost of window cleaning, and providing security (if
                  any), the cost of all insurance for liability or fire or
                  other casualties referred to in Article 9.1, accounting
                  costs incurred in connection with maintenance and
                  operation including computations required for the
                  imposition of charges to the Tenant and audit charges
                  required to be incurred for the conclusive determination
                  of any costs hereunder, reasonable legal fees, the amount
                  of all salaries (only to the extent that such salaries or
                  a proportion thereof, relate directly to the Building),
                  wages and fringe benefits, unemployment and workers
                  compensation insurance premiums, pension plan
                  contributions and other similar premiums and
                  contributions paid or provided to employees directly or
                  a reasonable proportion thereof engaged in the
                  maintenance, repair or operation of the Building, amounts
                  paid to independent contractors for any services in
                  connection with such maintenance, repair or operation,
                  the reasonable cost of management fees, and other
                  indirect expenses to the extent allocable to the
                  maintenance, repair and operation of the Building and
                  Common Area Facilities and all other reasonable expense
                  of every nature incurred in connection with the
                  maintenance, repair and operation of the Building and
                  Common Area Facilities; and

         (ii)     Operating Costs shall exclude debt service, and all management
                  costs not allocable to the actual maintenance, repair and
                  operation of the Building (such as that


<PAGE>


                                                                             4

                  incurred in connection with leasing and rental advertising).

         Notwithstanding anything contained herein, Operating Costs shall not
         include:

         (a)      interest and principal payments on outstanding financing
                  of the Landlord, and any other debt costs of the
                  Landlord;

         (b)      payments under any ground lease;

         (c)      costs or expenses incurred with respect to the acquisition,
                  development, construction, furnishing and original landscaping
                  of the Building and any expansion thereof;

         (d)      depreciation;

         (e)      save and except as permitted by Section 14.10, costs and
                  expenses properly chargeable to capital account including,
                  without limitation, the cost of repairs of a structural
                  nature;

         (f)      costs or expenses resulting from any inadequacy in the design
                  or construction of the Building or with respect to poor
                  workmanship or materials in connection with such construction;

         (g)      costs of repairs done by the Landlord and for which the
                  Landlord has been or is to be reimbursed either as a result of
                  an insurance claim or otherwise;

         (h)      costs of alterations or improvements to the Leased Premises or
                  the premises of other tenants in the Building and
                  corresponding costs as to premises occupied or to be occupied
                  by the Landlord, except as they relate to premises occupied by
                  the Landlord in the performance of its function as landlord
                  and manager of the Building;

         (i)      commissions, fees and all other expenses incurred in
                  connection with marketing or leasing the Building or any part
                  thereof, including without limitation the cost of work which
                  the Landlord does in any other leased premises in the Building
                  for the purpose of obtaining a new tenant of such premises or
                  for the purposes of obtaining a renewal;

         (j)      amounts for which the Landlord is reimbursed by tenants or
                  third parties including, without limitation, insurance
                  premiums chargeable to tenants other than pursuant to this
                  definition;

         (k)      any bad debt loss, rent loss or reserves for bad debts or
                  rent loss;

         (l)      any amount paid as a fine or a penalty as a result of a
                  violation of law (provided such violation of law was not
                  caused by or contributed to by the Tenant), or the payment of
                  which constitutes a violation of law, or the reimbursement of
                  which would constitute a violation of law;

         (m)      all costs incurred in connection with the rectification of any
                  work done by the Landlord in the Leased Premises or in the
                  Building which did not comply with and conform to every
                  applicable statute, law, by-law, and regulation, provided such
                  non-compliance is not attributable to the Tenant or those for
                  whom the Tenant is in law responsible or the Tenant's use and
                  occupancy of the Leased Premises;

         (n)      income taxes and other taxes personal to the Landlord;


<PAGE>


                                                                             5

         (o)      sales tax, goods and services tax, value added tax or any
                  similar tax;

         (p)      the cost of any insurance premiums relating to risks or
                  amounts which are not normally insured against by reasonably
                  prudent owners of similar buildings;

         (q)      the amount of insurance premiums to the extent they are
                  payable in respect of insurance coverage arranged by the
                  Landlord on behalf of a specific tenant of the Building and to
                  the extent such coverage is not provided for in this Lease;

         (r)      the cost of any payment which the Landlord is obligated to
                  make pursuant to an agreement to indemnify any person;

         (s)      Capital Tax;

         (t)      operating costs which are recovered from insurance proceeds or
                  which would be recoverable assuming compliance by the Landlord
                  with its insurance obligations under this Lease;

         (u)      costs covered by warranties or guarantees;

         (v)      charges for services rendered or materials furnished to or
                  part of any special arrangement with any specific tenant or
                  tenants of the Building;

         (w)      any cost which would otherwise be included in Operating Costs,
                  but consists of an amount paid to a corporate affiliate,
                  parent or subsidiary of the Landlord, to the extent such
                  amount is in excess of the fair market value of the said item
                  or service where the expense incurred in an arms-length
                  transaction; and

         (x)      amounts which are deducted from the calculation of Operating
                  Costs in other tenant's leases.

         "PROPERTY" means the Land and Building.

         "PROPORTIONATE SHARE" shall mean the fraction which has as its
         numerator the Rentable Area of the Leased Premises and has as its
         denominator the total Rentable Area of the Building. The total Rentable
         Area of the Leased Premises shall be adjusted from time to time, as may
         be reasonably necessary, to give effect to any structural or functional
         changes affecting the calculation of total Rentable Areas.

         "RENT"  means Base Rent and Additional Rent.

         "RENTABLE AREA" in this Lease means:

         (i)      in the case of a single tenancy on a whole floor of the
                  Building, all areas within the inside finished surface of
                  the dominant portion of the permanent outer Building
                  walls and shall be computed by measuring the inside
                  finished surface of the dominant portion of the permanent
                  outer Building walls and shall include Service Areas and
                  any special stairs and/or elevators for the specific sole
                  use of that floor, but excluding stairs, elevator shafts,
                  flues, pipe shafts and vertical ducts and the like and
                  their enclosing walls (the "VERTICAL OPENINGS"), with no
                  deductions for columns or projections necessary to the
                  Building plus a gross-up factor for ground floor services
                  in common with other tenants, including, but not limited
                  to vestibules, corridors, elevator lobbies, mechanical,
                  electrical, telephone, mail, garbage and janitor's rooms,
                  such factor to be based upon a ratio which the ground
                  floor Service Areas of the Building bears to the gross
                  floor area, less Vertical Openings of the Building; and


<PAGE>


                                                                             6

         (ii)     in the case of a floor of the Building to be occupied by
                  more than one tenant, all areas from the inside finished
                  surface of the dominant portion of the permanent outer
                  Building walls to the Tenant's side of corridors and/or
                  other permanent interior walls and to the centre of
                  demising partitions which separate the area occupied from
                  adjoining rentable premises, herein referred to as the
                  "USABLE AREA", plus a gross-up factor for the Service
                  Areas on the floor in common with other tenants on the
                  same floor, including, but not limited to, corridors,
                  elevator lobbies, mechanical, electrical, telephone and
                  janitor's rooms exclusively serving the floor, such
                  factor to be based upon a ratio which the Service Areas
                  of the floor bear to the sum of the Usable Area of the
                  floor, plus an additional gross-up factor for ground
                  floor services in common with other tenants, including,
                  but not limited to, vestibules, corridors, elevator
                  lobbies, mechanical, electrical, telephone, mail, garbage
                  and janitor's rooms, such factor to be based upon a ratio
                  which the ground floor Service Areas of the Building
                  bears to the gross floor area, less Vertical Openings of
                  the Building.

         "RULES AND REGULATIONS"  means the rules and regulations
         attached as Schedule "C".

         "SERVICE AREAS" shall mean the area of corridors, elevator, lobbies,
         service elevator lobbies, washrooms, air-cooling rooms, fan rooms,
         janitor's closets, telephone and electrical closets and other closets
         serving the Leased Premises in common with other premises on the same
         floor.

         "TAXES" means all taxes, rates, duties, levies and assessments
         whatsoever, whether municipal, parliamentary or otherwise, levied,
         imposed or assessed against the Building, Common Areas or Common Area
         Facilities or upon the Landlord in respect thereof, excluding Capital
         Tax, Large Corporations Tax and commercial concentration tax, or from
         time to time levied, imposed or assessed in the future in lieu thereof,
         whether now contemplated or not, and those levied, imposed or assessed
         for education, schools and local improvements and including all costs
         and expenses (including reasonable legal and other professional fees),
         incurred by the Landlord in good faith in contesting, resisting or
         appealing any taxes, rates, duties, levies or assessments, but
         excluding taxes and license fees in respect of any business carried on
         by tenants and occupants of the Building (including the Landlord) to
         the extent such taxes are not levied in lieu of taxes, rates, duties,
         levies and assessments against the Building or upon the Landlord in
         respect thereof, and shall also include any and all taxes which may in
         future be levied in lieu of taxes as hereinbefore defined.

         "TERM" means the term of the Lease stipulated in paragraph 2.2.

         "UTILITIES" means electricity as described in Article 6.2, natural gas
         and any other utility required in the operation of the Building.

                   ARTICLE II - LEASE TERM AND PAYMENTS

2.1      DEMISE. In consideration of the rents, covenants and agreements
         hereinafter reserved and contained, the Landlord hereby leases to the
         Tenant, for the exclusive use of the Tenant, the Leased Premises for
         the Term.

2.2      TERM. The Lease shall have a term of five (5) years commencing on April
         1, 1995 and ending March 31, 2000, unless such term shall be sooner
         terminated as hereinafter provided.


<PAGE>


                                                                             7

2.3      BASE RENT. Subject to the provisions of section 14.9 hereof the Tenant
         shall pay yearly and every year during the within Term the sum of
         $120,833.76 of lawful money of Canada in twelve (12) equal monthly
         instalments of $10,069.48, in advance, the first of such instalment to
         become due and payable on April 1, 1995 (the "BASE RENTAL").


<PAGE>


                                                                             8

         The aforesaid annual Base Rent is calculated on the basis of the
         Rentable Area of the Leased Premises being 9,537 square feet at a rate
         of $12.67 for each square foot of Rentable Area.

         The parties hereto acknowledge and agree that $0.67 of the Base Rental
         rate noted above has been included in lieu of the Tenant not paying a
         Proportionate Share of Capital Tax and Large Corporations Tax as part
         of Taxes and not paying a Proportionate Share of depreciation of
         systems and equipment as part of Operating Costs. It is further agreed
         that upon this Lease becoming extended whether pursuant to Section 14.3
         hereof or otherwise, there shall be added to the determined Base Rental
         rate for the extension term, a corresponding amount of the then current
         amount charged by the Landlord under its leases in the Building for
         Capital Tax, Large Corporations Tax and depreciation of systems and
         equipment of the Building.

         The Landlord represents and warrants that the Rentable Area of the
         Leased Premises is 9,537 square feet and the Landlord, at its cost,
         covenants and agrees to deliver a certificate in respect thereof,
         signed by the Landlord's architect, prior to the Commencement Date.

         IF THE TERM COMMENCES on any day other than the first or ends on any
         day other than the last day of the month, the Base Rental and
         additional rental for the fractions of a month at the commencement and
         at the end of the Term shall be adjusted pro rata. All Base Rental
         payments shall be payable on the first of each month.

2.4      PREPAID RENT. The Landlord acknowledges receipt of the sum of
         $39,031.00, including GST, representing payment on account of the Rents
         due herein for the months of April, May and part of June, 1995.

                   ARTICLE III - LANDLORD AND TENANT COVENANTS

3.1      LANDLORD COVENANTS. The Landlord covenants with the Tenant:

         (a)      QUIET ENJOYMENT.  To provide for quiet enjoyment.

         (b)      INTERIOR CLIMATE CONTROL. To provide to the Leased Premises
                  during Normal Business Hours, processed air by means of a
                  system for heating and cooling, filtering and circulating,
                  processed in such quantities, and at such temperatures as
                  shall be reasonable in accordance with good standards of
                  interior climate control generally pertaining to normal
                  occupancy of premises for office purposes. The Landlord shall
                  have no responsibility for inadequacy of the performance of
                  the said system if the Leased Premises depart from the design
                  criteria.

         (c)      ELEVATORS. Subject to the supervision of the Landlord and
                  except when repairs are being made thereto, to furnish for use
                  by the Tenant and its employees and invitees in common with
                  other persons entitled thereto reasonable standards of
                  passenger elevator service to the Leased Premises. The Tenant
                  shall be responsible for any damages caused to the elevator as
                  a result of taking possession or giving up possession of the
                  Leased Premises and shall pay such costs forthwith upon demand
                  as Additional Rent.

         (d)      ENTRANCES LOBBYS, ETC.. To permit the Tenant and its employees
                  and invitees to have the use in common with others entitled
                  thereto of the common entrances, lobbies, stairways, elevators
                  and corridors of the Building giving access to the Leased
                  Premises (subject to the Rules and Regulations and such other
                  reasonable limitations as the


<PAGE>


                                                                             9

                  Landlord may from time to time impose).

         (e)      WASHROOMS. To permit the Tenant and its employees and
                  invitees, in common with others entitled thereto to use the
                  washrooms available to the Leased Premises on each floor of
                  the Building upon which any part of the Leased Premises is
                  located.

         (f)      JANITOR SERVICE. To cause the floors and windows of the Leased
                  Premises to be swept and cleaned and the desks, tables and
                  other furniture of the Tenant to be dusted once per business
                  day, all in keeping with a first-class office building, such
                  work shall be done at the Landlord's direction without
                  interference by the Tenant, its servants or employees.

         (g)      MAINTENANCE OF COMMON AREAS. To cause the elevators, common
                  entrances, lobbies, stairways, corridors, washrooms and other
                  parts of the Building from time to time provided for common
                  use and enjoyment to be swept, cleaned or otherwise maintained
                  substantially in keeping with a first-class office building.

         The Landlord further covenants with the Tenant as follows, subject to
         chargeback if permitted by the terms of this Lease:

         (i)      to observe and perform all of the covenants and
                  obligations of the Landlord under this Lease;

         (ii)     to operate, maintain, clean, light, heat, ventilate and
                  air-condition (during Normal Business Hours), supervise and
                  regulate the Common Areas and the Common Area Facilities as a
                  prudent owner of a first-class building would do;

         (iii)    to provide security services for the Building;

         (iv)     to repair and maintain the Common Areas and the Common Area
                  Facilities, the Building and the Lands, including all external
                  and structural parts of the Building, with reasonable dispatch
                  and in a good and workmanlike manner, and so as to keep the
                  Building in good condition and repair as a prudent owner of a
                  first-class building would do;

         (v)      to promptly pay and discharge, on or before the times and
                  in such manner as may be necessary to prevent any default
                  which would give rise to any remedy which would result in
                  interference with the interests of the Tenant in the
                  Leased Premises, all payments (other than payments which
                  are required by reason of any act or default of the
                  Tenant or those for whom it is in law responsible)
                  required to be paid pursuant to any contract,
                  construction lien, lien, privilege, mortgage, charge or
                  encumbrance affecting the Leased Premises;

         (vi)     the Landlord shall, with respect to the Lands and that
                  portion of the Building which does not include the Leased
                  Premises:  (1) maintain the Building and all electrical,
                  mechanical and plumbing systems in the Building in good
                  order and condition consistent with the standards
                  maintained in buildings in Metropolitan Toronto of
                  similar location and character as the Building; (2)
                  maintain in such good order and condition as would a
                  prudent owner, the roadways, sidewalks, parking areas and
                  grounds forming part of the Lands; (3) keep the roadways
                  and parking areas forming part of the Lands reasonably
                  free of snow and ice; and (4) heat the Building to the
                  extent necessary for the conduct by tenants of their
                  businesses;

         (vii)    the Landlord is the beneficial and legal owner of the Leased
                  Premises, the Building and the Land and has


<PAGE>


                                                                             10

                  authority to enter into this Lease; and

         (viii)   the Landlord shall comply at all times with any law, by-law,
                  ordinance, order, rule, regulation or requirement of any
                  federal, provincial or municipal government or any department,
                  commission, board or office thereof which relate to or affect
                  the Leased Premises, the Building and/or the Lands.

3.2      TENANT COVENANTS.  The Tenant covenants with the Landlord:

         (a)      RENT.  To pay Base Rent and Additional Rent.

         (b)      PERMITTED USE. To use the Leased Premises only for the purpose
                  of any lawful business or office undertaking and not to use or
                  permit to be used the Leased Premises or any part thereof for
                  any other purpose or business.

         (c)      WASTE AND NUISANCE. Not to commit or permit any waste, damage
                  or injury to the Leased Premises including the Leasehold
                  Improvements and trade fixtures therein, reasonable wear and
                  tear excluded, any overloading of the floors thereof, any
                  nuisance therein or any use or manner of use causing
                  unreasonable annoyance to other tenants and occupants of the
                  Building.

         (d)      CONDITION. Not to permit the Leased Premises to become
                  hazardous or permit unreasonable quantities of waste or refuse
                  to accumulate therein and at the end of each business day to
                  leave the Leased Premises in a condition such as to reasonably
                  facilitate the performance of the Landlord's janitor and
                  cleaning services referred to herein.

         (e)      BY-LAWS. To comply at its own expense with all municipal,
                  federal, provincial, sanitary, fire, building and safety
                  statutes, laws, by-laws, regulations, ordinances, orders or
                  regulations pertaining to the operation and use of the Leased
                  Premises, the condition of the Leasehold Improvements, trade
                  fixtures, furniture and equipment installed by the Tenant
                  therein and the making by the Tenant of any repairs, changes
                  or improvements therein.

         (f)      FIRE EXIT DOORS. To permit the installation by the Landlord of
                  all doors in the exterior wall of the Leased Premises
                  necessary to comply with the requirements of any statute, law,
                  by-law, regulation, ordinance, order or regulation.

         (g)      RULES AND REGULATIONS. To observe and to cause its employees,
                  invitees and others over whom the Tenant can reasonably be
                  expected to exercise control, the Rules and Regulations and
                  such further and other reasonable rules and regulations and
                  amendments and changes therein as may hereafter be made by the
                  Landlord and notified to the Tenant.

         (h)      OVERHOLDING.  That in the event that the Tenant remains in
                  possession of the Leased Premises after the termination of
                  the original Term hereby created, without other special
                  agreement, it shall be at the monthly base rent equal to
                  the Base Rent and Additional Rent payable during the last
                  month of the Term hereof, times two, payable on the first
                  day of each and every month and subject in other respects
                  to the terms of this Lease, including those provisions
                  requiring the payment of Base Rent and Additional Rent in
                  monthly instalments.

3.3      SIGNS AND DIRECTORY. The Tenant covenants not to permit, paint,
         display, inscribe, place or affix any sign, symbol, notice or lettering
         of any kind anywhere outside the Leased Premises (whether on the
         outside or inside of the Building) or


<PAGE>


                                                                             11

         within the Leased Premises so as to be visible from the outside of the
         Leased Premises, with the exception only of an identification sign at
         or near the entrance to the Leased Premises, a directory listing in the
         main lobby of the Building, and corporate identification on the podium
         sign fronting on to 16th Avenue, in each case containing only the name
         of the Tenant and to be subject to the approval of the Landlord, not to
         be unreasonably withheld or delayed, as to size, location, content and
         design criteria as established by the Landlord. Such identification
         sign, directory listing and podium signage shall be installed by the
         Landlord at the expense of the Tenant, which expense shall be the
         invoice cost plus 15% for an administration fee. The Landlord's
         acceptance of any name for listing upon the directory will not be
         deemed, nor will it substitute for the Landlord's consent if required
         by this Lease to any sublease, assignment or other occupancy of the
         Leased Premises.

3.4      INSPECTION AND ACCESS. The Landlord shall be permitted to enter and to
         have its authorized agents, employees and contractors enter the Leased
         Premises, for the purpose of inspection, window cleaning, maintenance,
         providing janitor service, making repairs, alterations or improvements
         to the Leased Premises or the Building, or to have access to utilities
         and services and access panels which the Tenant agrees not to obstruct,
         or to determine the electric light and power consumption by the Tenant
         in the Leased Premises and the Tenant shall provide free and unhampered
         access for such purposes and shall not be entitled to compensation for
         any inconvenience, nuisance, discomfort or loss caused thereby, but the
         Landlord, in exercising its rights hereunder, shall proceed to the
         extent reasonably possible so as to minimize interference with the
         Tenant's use and enjoyment of the Leased Premises.

3.5      EXHIBITING PREMISES. The Landlord and its authorized agents and
         employees shall be permitted entry to the Leased Premises during the
         last six (6) months of the term for the purpose of exhibiting them to
         prospective tenants or at any time for the purposes of arranging
         financing for the Building.

3.6      LANDLORD'S CONTROL. The Tenant acknowledges that the Common Area
         Facilities are at all times subject to the exclusive control and
         operation of the Landlord, and the Landlord shall have the right to
         construct improvements, alterations and additions thereto and to
         relocate the various facilities thereon.

3.7      BANK REFERENCES. The Tenant will, at the request of the Landlord,
         supply bank references to the Landlord or to the mortgagees, if any, on
         the said lands or a prospective mortgagee.

                        ARTICLE IV - REPAIR AND DAMAGE

4.1      TENANT'S REPAIRS. The Tenant covenants with the Landlord:

         (a)      to keep the Leased Premises in a good and reasonable state of
                  repair and consistent with the general standards of
                  first-class office buildings in Metropolitan Toronto, to
                  perform all repairs and replacements as a prudent tenant would
                  do (reasonable wear and tear excepted) to the Leased Premises
                  including all Leasehold Improvements and all trade fixtures
                  therein and all glass therein.

         (b)      that the Landlord may enter and view the state of repair from
                  time to time and that the Tenant will repair if required to do
                  so pursuant to the terms of this Lease, according to notice in
                  writing and that the Tenant will leave the Leased Premises in
                  a good and reasonable state


<PAGE>


                                                                             12

                  of repair.

         (c)      that if any part of the Building other than the Leased
                  Premises becomes out of repair, damaged or destroyed through
                  the negligence or misuse of the Tenant or its employees,
                  invitees or others over whom the Tenant can reasonably be
                  expected to exercise control, the expense of repairs or
                  replacements thereto necessitated thereby shall be the
                  responsibility of the Tenant.

         Notwithstanding the foregoing or anything else contained herein, the
         Landlord agrees that the Tenant's obligations under this Lease shall
         not include reasonable wear and tear to the Leased Premises and
         maintenance, repairs or replacements:

         (i)      necessitated due to damage by fire, lightning, tempest or
                  other casualties;

         (ii)     necessitated due to the negligent or wilful acts or omissions
                  of the Landlord or those for whom it is in law responsible;

         (iii)    to any structural portion of the Building or the Leased
                  Premises, including the exterior walls, the roof, roof
                  structure and roof membrane;

         (iv)     necessitated due to structural defect or weaknesses or
                  improper or faulty workmanship, construction, design or
                  materials;

         (v)      to the extent same are covered by insurance maintained or
                  otherwise required to be maintained by the Landlord hereunder;
                  or

         (vi)     to the mechanical, electrical and base building systems,
                  subject to chargeback to the Tenant if permitted under this
                  Lease,

         which shall all be the Landlord's responsibility at the Landlord's sole
         expense in addition to the Landlord's other obligations pursuant to
         this Lease.

4.2      ABATEMENT AND TERMINATION. It is agreed between the Landlord and the
         Tenant that:

         (a)      In the event of damage to the Leased Premises or to the
                  Building affecting access or services essential to the
                  conduct of business in the Leased Premises and if the
                  damage is such that the Leased Premises or any substantial
                  part thereof is rendered not reasonably capable of use and
                  occupancy by the Tenant for the purposes of its business
                  for any period of time in excess of 10 days, then

                  (i)      unless the damage was caused by the misuse, fault,
                           negligence of the Tenant or its employees,
                           invitees or others under its control, from and
                           after the date of occurrence of the damage and
                           until the Leased Premises are again reasonably
                           capable of use and occupancy as aforesaid, Rent
                           shall abate from time to time in proportion to the
                           part or parts of the Leased Premises not
                           reasonably capable of such use and occupancy, and

                  (ii)     unless this Lease is terminated as hereinafter
                           provided, the Landlord or the Tenant as the case
                           may be (according to the nature of the damage and
                           their respective obligations to repair as provided
                           herein, it being understood that the Tenant shall
                           have the obligation to repair and replace all
                           Leasehold Improvements and all Tenant's trade
                           fixtures) shall repair such damage with all

<PAGE>


                                                                             13

                           reasonable diligence, but to the extent that any
                           part of the Leased Premises is not reasonably
                           capable of such use and occupancy by reason of
                           damage which the Tenant is obligated to repair
                           hereunder, any abatement of Rent to which the
                           Tenant is otherwise entitled hereunder shall not
                           extend later than the time by which repairs by the
                           Tenant ought to have been completed with
                           reasonable diligence; and

         (b)      if either the entire or substantially all of the Leased
                  Premises, or premises whether of the Tenant or other
                  tenants of the Building comprising in the aggregate 50% or
                  more of the Rentable Area of the Building are substantially
                  damaged or destroyed by any cause to such an extent in the
                  reasonable opinion of the Landlord cannot be repaired or
                  rebuilt within 180 days after the occurrence of the damage
                  or destruction, the Landlord may at its option, exercisable
                  by written notice to the Tenant given within 30 days after
                  the occurrence of such damage or destruction terminate this
                  Lease in which event neither the Landlord nor the Tenant
                  shall be bound to repair as provided herein  and the Tenant
                  shall instead deliver up possession of the Leased Premises
                  to the Landlord with reasonable expedition but in any event
                  within 60 days after delivery of such notice of termination
                  and Rent shall be apportioned and paid to the date upon
                  which possession is so delivered up (but, subject to any
                  abatement to which the Tenant may be entitled under
                  paragraph (a) of this clause 4.2 by reason of the Leased
                  Premises having been rendered in whole or in part not
                  reasonably capable of use and occupancy), but otherwise the
                  Landlord or the Tenant as the case may be (according to the
                  nature of the damage and their respective obligations to
                  repair described in 4.2 (a) (ii)) shall repair such damage
                  with reasonable diligence. Notwithstanding the foregoing,
                  it is understood and agreed that in the event damage or
                  destruction should occur to the Premises during the last
                  year of the tenancy to the degree that the Tenant cannot
                  continue to occupy the Premises, the Tenant shall then have
                  the mutual right to terminate the Lease by notice given to
                  the Landlord, unless the Tenant exercises its right to
                  extend the Lease in which case the Tenant shall reoccupy
                  the Leased Premises once the damage or destruction has been
                  made good.

                   ARTICLE V - TAXES AND OPERATING COSTS

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

5.2      LANDLORD'S TAX OBLIGATIONS. The Landlord covenants with the Tenant,
         subject to the provisions herein, to pay all Taxes promptly when due to
         the taxing authority or authorities having jurisdiction.

5.3      TENANT'S TAX OBLIGATIONS. The Tenant covenants with the
         Landlord:

         (i)      to pay promptly when due to the taxing authority or
                  authorities having jurisdiction all taxes, rates, duties,
                  levies and assessments whatsoever, whether municipal,


<PAGE>


                                                                             14

                  parliamentary or otherwise, levied, imposed or assessed in
                  respect of any and every business carried on by the Tenant,
                  subtenants, licensees, or other occupants of the Leased
                  Premises or in respect of the use or occupancy thereof
                  (including licence fees); and

         (ii)     to pay promptly to the Landlord when demanded or otherwise due
                  hereunder:

                  (1)      all Taxes charged in respect of all Leasehold
                           Improvements and trade fixtures and all furniture and
                           equipment made, owned or installed by or on behalf of
                           the Tenant in the Leased Premises as Additional Rent;

                  (2)      if by reason of the act, election or religion of the
                           Tenant or any subtenant, licensee or occupant of the
                           Leased Premises, the Leased Premises or any part of
                           them shall be assessed for the support of Separate
                           Schools, the amount by which the Taxes so payable
                           exceed those which would have been payable if the
                           Leased Premises had been assessed for the support of
                           Public Schools; and

                  (3)      the Tenant's Proportionate Share of Taxes as
                           Additional Rent in the manner stipulated herein.

         (iii)    notwithstanding any other provisions of this Lease to the
                  contrary, the Tenant shall pay to the Landlord, at such times
                  and in such manner as the Landlord may direct, without
                  duplication, an amount equal to all goods and service taxes,
                  sales taxes, value-added taxes or any other taxes imposed with
                  respect to Base Rent, Additional Rent or other amounts payable
                  by the Tenant to the Landlord under this Lease, howsoever such
                  taxes are characterized. The amount payable by the Tenant
                  hereunder shall not be deemed to be Base Rent or Additional
                  Rent but the Landlord shall have all of the same rights and
                  remedies for recovery of same as it has for recovery of Base
                  Rent and Additional Rent hereunder.

         Whenever requested by the Landlord the Tenant will deliver to it
         receipts for payment of all taxes, rates, duties, levies and
         assessments payable by the Tenant hereof and furnish such other
         information in connection therewith as the Landlord may reasonably
         require.

         The Tenant shall have the right to contest at its own expense by
         appropriate legal proceedings, the validity of any tax, rate, including
         local improvement rates, assessment or other charges in respect of the
         Leased Premises or the use and occupancy thereof or any other part of
         the Building or the Lands by the Tenant, provided the Tenant forthwith
         pays the same under protest to the City of Richmond Hill (the "CITY")
         or furnishes to the City sufficient security by bond or otherwise to
         ensure the payment of same. Should, as a result of such contestations,
         the amount of the Taxes payable hereunder by the Tenant be decreased as
         a result of such contestation or appeal, the Landlord hereby agrees to
         promptly reimburse the Tenant accordingly to the extent such overpaid
         amounts have been paid, when reimbursed to the Landlord.

5.4      METHOD OF PAYMENT OF TAXES. The Tax payments required to be made by the
         Tenant to the Landlord under the provisions of 5.3 (ii) herein shall be
         estimated by the Landlord, and the Tenant shall pay to the Landlord in
         addition to the monthly payments of Base Rent hereinbefore reserved,
         one-ninth of the estimated annual tax payments in the months of January
         to September, both inclusive, in each calendar year with an adjustment
         being made when the property tax bill respecting the Building is
         received by the Landlord for each year. The Tenant shall within sixty
         (60) days of being invoiced pay to


<PAGE>


                                                                             15

         the Landlord such additional sums as may be required in order that out
         of such monthly additional payments, the Landlord may pay the whole
         amount of the annual taxes as the instalments thereof fall due; and if
         the monthly additional payments so paid by the Tenant to the Landlord
         exceed in total the Tenant's Proportionate Share of the annual property
         tax bill with respect to the Building and Lands of which the Leased
         Premises form part, then the excess shall be adjusted by the Landlord
         in favour of the Tenant by applying such excess on account of the next
         ensuing rental payments due (following the issue of the yearly
         statement) and such next ensuing rental payments shall be reduced by
         such excess accordingly. The Landlord shall forward to the Tenant
         copies of all notices or tax bills relating to the imposition of
         property taxes or other charges required hereunder to be paid as to
         part or all thereof by the Tenant. In the event that the Landlord is
         unable to obtain or determine a separate allocation of taxes payable by
         the Tenant under this Lease, the Landlord shall have the right to make
         an allocation, but shall be obligated to act reasonably and not
         arbitrarily.

5.5      OPERATING COSTS. During the Term of this Lease, the Tenant shall pay to
         the Landlord its Proportionate Share of Operating Costs. Prior to the
         commencement of the Term of this Lease and the commencement of each
         fiscal period selected by the Landlord thereafter which commences
         during the Term the Landlord shall estimate the amount of Operating
         Costs and the Tenant's Proportionate Share thereof for the ensuing
         fiscal period or (if applicable) broken portion thereof, as the case
         may be, and notify the Tenant in writing of such estimate. The amount
         so estimated shall be payable in equal monthly instalments in advance
         over the fiscal period or broken portion thereof in question, each such
         instalment being payable on each monthly rental payment date provided
         in clause 2.3. The Landlord may from time to time alter the fiscal
         period selected, in which case, and in the case where only a broken
         portion of a fiscal period is included with the Term, the appropriate
         adjustment in monthly payments shall be made. From time to time during
         a fiscal period the Landlord may re-estimate the amount of Operating
         Costs and the Tenant's Proportionate Share thereof, in which event the
         Landlord shall notify the Tenant in writing of such re-estimate and
         fixed monthly instalments for the then remaining balance of such fiscal
         period or broken portion thereof such that, after giving credit for
         instalments paid by the Tenant on the basis of the previous estimate or
         estimates, the Tenant's entire Proportionate Share of Operating Costs
         will have been paid during such fiscal period or broken period thereof.
         As soon as practicable after the expiration of each fiscal period the
         Landlord shall make a final determination of Operating Costs and the
         Tenant's Proportionate Share thereof for such fiscal period or (if
         applicable) broken portion thereof and shall provide a statement to the
         Tenant and the parties shall make the appropriate readjustment. Each 12
         month period ending December 31st shall be deemed to be an accounting
         year for adjusting the said Operating Costs and within 120 days after
         the end of each such accounting year, the Landlord shall compute the
         said costs for such accounting year and the Proportionate Share of the
         Tenant therefor and shall submit to the Tenant a statement to reflect
         the Operating Costs specifically permitted under this Lease, and the
         said Proportionate Share thereof shall be borne by the Tenant. To the
         extent that the Tenant's Proportionate Share of such costs for such
         accounting year shall be greater than the total amount actually paid by
         the Tenant by said monthly payments in respect of such year the
         difference shall be paid by the Tenant to the Landlord within thirty
         (30) days after receipt by the Tenant of such statement. Any excess
         payments shall be applied by reducing the next ensuing rental
         payment(s) by the amount of such excess. The said accounting period may
         be modified by the Landlord if reasonably necessary.


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                                                                             16

         The Landlord shall keep proper and sufficient records of all its costs
         relating to Additional Rent and the Tenant shall have the right at any
         time during the Term and any extensions thereof and up to 2 years
         following expiration of the tenancy, to claim a readjustment in respect
         of any item of Additional Rent. For this purpose, the Tenant shall have
         the right during such times to review all invoices, receipts and other
         records used by the Landlord in the calculation of Additional Rent
         relating to the Leased Premises, such review to take place at the
         Landlord's offices and upon seven (7) business days' prior written
         notice by the Tenant to the Landlord.

5.6      PAYMENT OF ADDITIONAL RENT. Any Additional Rent provided for under this
         Lease unless otherwise provided herein, shall become due with each
         instalment of monthly Base Rent.

                  ARTICLE VI- UTILITIES AND ADDITIONAL SERVICES

6.1      WATER AND TELEPHONE. The Landlord shall furnish appropriate openings
         for bringing telephone services to the Leased Premises and shall
         provide hot and cold water to washrooms in the Leased Premises and to
         washrooms available for the Tenant's use in common with others entitled
         thereto.

6.2      ELECTRICITY. The Tenant shall pay throughout the Term promptly to the
         Landlord (unless paid directly to Hydro authorities pursuant to
         separate billing) as Additional Rent when demanded:

         (i)      The cost of electric light and power supplied to the Leased
                  Premises monthly based on the electric light and power
                  requirements of the Tenant on a pro rata basis as determined
                  from time to time during the Term by the Landlord acting
                  reasonably; and

         (ii)     The cost of cleaning, maintaining and servicing in all
                  respects all electric lighting fixtures in the Leased
                  Premises including the cost of replacement of electric
                  light bulbs, tubes, starters and ballasts used to replace
                  those installed at the commencement of the Term.  Such
                  cleaning, maintaining, servicing and replacement shall be
                  within the exclusive right of the Landlord.  It is
                  understood and agreed that the costs described in this
                  sub-section (ii) shall be included as part of Operating
                  Costs.

6.3      ADDITIONAL SERVICES. The Landlord, if it shall from time to time so
         elect, shall have the exclusive right, by way of Additional Services,
         to provide or have its designated agents or contractors provide any
         janitor or cleaning service to the Leased Premises and Common Area
         Facilities required by the Tenant which are additional to those
         required to be provided by the Landlord hereunder, including the
         Additional Services which the Landlord agrees to provide by
         arrangement, and to supervise the moving of furniture or equipment of
         the Tenant in and out of the Building where such moving of furniture or
         equipment would be disruptive to the normal business of the Building,
         and the making of repairs or alterations conducted within the Leased
         Premises affecting Base Building, building systems or Leasehold
         Improvements. The reasonable cost of Additional Services provided to
         the Tenant, whether the Landlord shall be obligated hereunder or shall
         elect to provide them as Additional Services, shall be paid to the
         Landlord by the Tenant from time to time within thirty (30) days
         following receipt of invoices therefor from the Landlord. Costs of
         Additional Services charged directly to the Tenant and other tenants
         shall be credited in computing Operating Costs.


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                                                                             17

                   ARTICLE VII- ASSIGNING AND SUBLETTING

7.1      ASSIGNMENTS AND SUBLETTINGS. The Tenant covenants with the Landlord
         that it will not assign, sublet, licence or part with the possession of
         the Leased Premises or any part thereof, or share the occupation of the
         Leased Premises, or any part thereof, without the consent of the
         Landlord in writing first had and obtained such consent not to be
         unreasonably or arbitrarily withheld or delayed. Provided that as a
         condition of the granting of its consent, the Landlord may require any
         assignee, subtenant, licensee or occupant of the Leased Premises to
         execute an agreement whereby he, it or they attorn to and become the
         tenants of the Landlord as if he, it or they had executed this Lease,
         or, except in the case of an absolute assignment of this Lease, to
         execute an acknowledgement that all the sublessee's or undertenant's
         estate, right and interest in and to the Leased Premises absolutely
         terminates upon the surrender, release, disclaimer or merger of this
         Lease notwithstanding the provisions of the Landlord and Tenant Act of
         Ontario, R.S.O. 1980, Chapter 232 and amendments thereof with specific
         reference to Paragraphs 21 and 39 (2) thereof, or other similar
         statute. The Tenant shall furnish to the Landlord copies of any
         assignment, sublease, licence or other agreement herein contemplated.
         Notwithstanding any other provision in this section, no assignment,
         subletting, licensing or parting with possession of the Leased Premises
         shall in any way release or be deemed to release the Tenant (or any
         guarantor hereof) from their obligations under the terms of this Lease.
         Provided further that the proposed assignee, subtenant, licensee or
         occupant of the Leased Premises shall be required to provide reasonable
         financial information as the Landlord may require. It is agreed that
         the Landlord may consider in determining whether to grant consent among
         other matters, the following: the personal and business history of the
         proposed assignee, occupant, sublessee and its key employees. The
         Tenant agrees to pay the reasonable legal fees of the Landlord's
         solicitor relating to the preparation of the Landlord's consent, and
         determination as to whether to give the consent.

         In the event of any sub-letting by the Tenant by virtue of which the
         Tenant receives rent in the form of cash, goods, services or other
         considerations from the sub-tenant which is higher than the rent
         payable hereunder to the Landlord for the premises so sub-let, the
         Tenant shall pay any such excess to the Landlord, in addition to all
         rent and other costs payable hereunder, for the period of time during
         which the said subtenant remains in possession of the premises sub-let
         to it.

         If the Tenant herein shall receive from any assignee of this lease,
         either directly or indirectly, any consideration for the assignment of
         this lease, either in the form of cash, goods or services, the Tenant
         shall forthwith pay an amount equivalent to such consideration to the
         Landlord and same shall be deemed to be further Additional Rent
         hereunder.

         Notwithstanding the above provisions, within ten (10) business days
         after the receipt by the Landlord of such request for consent and of
         all information which the Landlord shall have requested hereunder, the
         Landlord shall have the right upon written notice of termination
         submitted to the Tenant to, if the request is to assign this Lease or
         sublet the whole of the Leased Premises, cancel and terminate this
         Lease, or to, if the request is to sublet a part of the Leased Premises
         only, cancel and terminate this Lease with respect to such part, in
         each case as of a termination date to be stipulated in the notice of
         termination which shall be ninety (90) days following giving of such
         notice. In such event the Tenant shall surrender the whole or part, as
         the case may be, of the Leased Premises in accordance with such notice
         of termination and Base Rent and Additional Rent shall be apportioned
         and paid to the date of surrender and, if only a part of the Leased


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                                                                             18

         Premises is surrendered, Base Rent and Additional Rent shall, after the
         date of surrender, abate proportionately. If the Landlord does not
         elect to terminate as aforesaid and if consent to sublease or assign
         will be granted, the Tenant may assign or sublet, as the case may be,
         only upon the terms and to the party set out in the offer submitted to
         the Landlord as aforesaid. If the Landlord elects to terminate, the
         Tenant may withdraw its request for consent by notice to the Landlord
         given within five (5) days after the Landlord's notice of election in
         which event the Landlord's notice of election shall be null and void
         and the Tenant shall not proceed with the assigning or subletting for
         which such consent was requested.

                   ARTICLE VIII- FIXTURES AND IMPROVEMENTS

8.1      INSTALLATION OF FIXTURES AND IMPROVEMENTS. The Tenant shall not make,
         erect, install or alter any Leasehold Improvements in the Leased
         Premises without having requested and obtained the Landlord's prior
         written approval which the Landlord shall not unreasonably delay or
         withhold. In making, erecting, installing or altering any Leasehold
         Improvements the Tenant will not alter or interfere with any
         installations which have been made by the Landlord without the prior
         written approval of the Landlord and in no event shall it alter or
         interfere with window coverings (if any) installed by the Landlord on
         exterior windows. The Tenant's request for any approval hereunder shall
         be in writing and accompanied by an adequate description of the
         contemplated work and, where appropriate, working drawings and
         specifications thereof. All work to be performed in the Leased Premises
         shall be performed by reputable contractors approved by the Landlord.
         The Landlord reserves the right to require the Tenant to utilize the
         contractor(s) of the Landlord where Base Building, building systems
         and/or warranties may be affected provided the Landlord agrees that
         charges by such contractors shall be in keeping with that which an arms
         length contractor would charge. The cost of all such work shall be
         estimated by the Landlord in advance and such estimate approved by the
         Tenant prior to work commencing. All such work shall be performed at
         the Tenant's expense and the Tenant shall be responsible for
         application and payment of all fees in connection with any permits
         required. All such work shall be subject to inspection by and the
         reasonable supervision of the Landlord, and shall be performed in
         accordance with any reasonable conditions or regulations imposed by the
         Landlord and completed in a good and workmanlike manner in accordance
         with the description of the work approved by the Landlord. The Landlord
         shall be entitled to supervise the work. The Landlord shall be entitled
         to charge reasonable fees for examining plans respecting the proposed
         work as well as any reasonable consultant's fees where base building
         systems and equipment as well as structure may be affected and whereby
         the Landlord incurs actual out-of-pocket expenses for the review of
         such alterations.

8.2      LIENS AND ENCUMBRANCES ON FIXTURES AND IMPROVEMENTS. In connection with
         the making, erection, installation or alteration of Leasehold
         Improvements and all other work or installations made by or for the
         Tenant in the Leased Premises the Tenant shall comply with all the
         provisions of the Construction Lien Act (Ontario) and other statutes
         from time to time applicable thereto and shall promptly pay all
         accounts relating thereto. The Tenant will not create or cause to be
         created any mortgage, conditional sale agreement or other encumbrance
         in respect of its Leasehold Improvements or permit any such mortgage,
         conditional sale agreement or other encumbrance to attach to the Leased
         Premises or to the Building and Common Area Facilities. If and whenever
         any construction or other lien for work, labour, services or materials
         supplied to or for the Tenant for the cost of which the Tenant may be
         in any


<PAGE>


                                                                             19

         way liable or claims therefor shall arise or be filed or any such
         mortgage, conditional sales agreement or other encumbrance shall
         attach, the Tenant shall within ten (10) days after receipt of notice
         thereof procure the discharge thereof, including any certificate of
         action registered in respect of any lien, by payment or giving security
         or in such other manner as may be required or permitted by law failing
         which the Landlord may in addition to all other remedies hereunder
         avail itself of its remedy hereunder and may make any payments required
         to procure the discharge of any such liens or encumbrances and shall be
         entitled to be reimbursed by the Tenant as provided herein and its
         right to reimbursement shall not be affected or impaired if the Tenant
         shall then or subsequently establish or claim that any lien or
         encumbrance so discharged was without merit or excessive or subject to
         any abatement, set-off or defense.

8.3      REMOVAL OF FIXTURES AND IMPROVEMENTS. All Leasehold Improvements in or
         upon the Leased Premises shall immediately upon termination of this
         lease be and become the Landlord's property without compensation
         therefor to the Tenant. Except to the extent otherwise expressly agreed
         by the Landlord in writing no Leasehold Improvements, trade fixtures,
         furniture or equipment shall be removed by the Tenant from the Leased
         Premises either during or at the expiration or earlier termination of
         the Term except that (1) the Tenant shall at the end of the Term remove
         its trade fixtures, and (2) the Tenant shall remove its furniture and
         equipment at the end of the Term and may remove its trade fixtures,
         furniture and equipment during the Term in the usual and normal course
         of its business. The Tenant shall, in the case of every removal either
         during or at the end of the Term, make good any damage caused to the
         Leased Premises by the installation and removal. Provided that upon the
         termination of this Lease, the Tenant, if requested by the Landlord,
         shall restore any alterations or installations made by or on behalf of
         the Tenant subsequent to the Commencement Date that the Landlord
         indicated at the time consent for such alteration or installation was
         sought, would require restoration upon expiration of the tenancy, and
         if not so requested, any such changes or alterations shall become the
         property of the Landlord.

         For clarity, it is understood and agreed that the Tenant shall not be
         required to restore the Leased Premises or any additional space to base
         building condition, whether at the expiration or other termination of
         the Term or otherwise.

                      ARTICLE IX- INSURANCE AND LIABILITY

9.1      LANDLORD'S INSURANCE. The Tenant will during the whole of the Term
         hereby granted as part of Operating Costs, pay its Proportionate Share
         of all premiums with respect to insurance to be placed by the Landlord
         and described in this Section 9.1. The Landlord agrees to maintain
         during the Term, insurance coverages as follows:

         (i)      Property of Every Description (Building and Equipment) against
                  the perils of "All-Risks", under form providing coverage at
                  least equivalent to Commercial Building Broad Form I.A.O. Form
                  No. 700 including "Building By-Laws Endorsements", and to be
                  insured for the Replacement Value, without allowance for
                  depreciation and Stated Amount, and with no co-insurance
                  requirement.

         (ii)     "Rental Income" for the gross annual rental income on
                  "All-Risks" basis, as provided under Commercial Building Broad
                  Form I.A.O. Form 700 including "Building By-Laws
                  Endorsements", providing coverage at least equivalent to
                  I.A.O. Profits Form No. 551 with an eighteen (18) month
                  indemnity period.


<PAGE>


                                                                             20

         (iii)    Broad Form Boiler and Machinery Policy on a blanket and
                  replacement basis with limits for each accident in an
                  amount not less than the replacement cost of the Building
                  containing the Leased Premises and which shall cover all
                  boilers, pressure vessels, air conditioning equipment and
                  miscellaneous electrical apparatus owned by the Landlord
                  and which shall include PCB coverage.  It shall also
                  include "Rental Income" for the full gross annual income
                  equivalent to I.A.O. Profits Form No. 551 with a eighteen
                  (18) month indemnity period.  This policy should also
                  provide "Building By-Laws Endorsements".

         (iv)     "General Liability Insurance" on a Comprehensive Form and on
                  an "occurrence" basis without deductible with retroactive
                  coverage against claims for Personal and Bodily Injury and
                  Death and/or Property Damage occurring upon or about the
                  Leased Premises and for a limit no less than $5,000,000.00
                  inclusive for one occurrence.

         (v)      Such other insurance coverage or coverages as a prudent owner
                  of a first class office building would obtain for protection
                  respecting loss of, or damage to the Building, the Lands or
                  the Leased Premises, or liability arising therefrom.

         All such insurance coverages shall be kept and maintained by the
         Landlord, and in no event shall the coverage be less than the amount
         required by any institution then holding a mortgage on the Building and
         Common Area Facilities. The Tenant shall pay to the Landlord, as part
         of Operating Costs, its Proportionate Share of the Landlord's
         Insurance. The Tenant shall not do or permit to be done any act or
         thing whereby insurance coverage, premiums or any of them hereinbefore
         contemplated, may be increased or cancelled by the insurer, or the
         Leased Premises shall be rendered uninsurable, and if by reason of any
         act done or permitted or omission, as the case may be, by the Tenant,
         the said insurance coverage, premiums or any of them shall be
         increased, then the Tenant, if it shall fail to rectify the event
         giving rise to the increased premium after written notice thereof from
         the Landlord, shall be liable to pay all of such increase in premium,
         with respect to the entire coverages, and this notwithstanding that the
         Tenant occupies only a portion of the Building covered by such
         insurance coverages, and if the Leased Premises shall be rendered
         uninsurable, or if the said insurance coverages, or any of them, shall
         be cancelled by reason of any act or omission as the case may be by the
         Tenant and shall not be susceptible of being replaced, after the
         Landlord's reasonable efforts under the circumstances to do so, then
         the Landlord, after giving the Tenant at least fourteen (14) days
         written notice within which to replace insurance coverage or coverages
         shall, at its absolute discretion, have the right to determine that the
         term hereof has expired and in such event the Tenant shall deliver up
         possession of the Leased Premises as if the Term of this Lease had
         expired.

         PROVIDED that no act required to be done by the Tenant nor any payment
         required to be made by the Tenant, including reimbursements of
         insurance premiums paid by the Landlord, shall relieve the Tenant from
         any liability for damage incurred by the Landlord as result of any act
         or omission of the Tenant.

         If any other tenant of the Building has his own insurance premiums
         increased by his insurers as a result of the use or occupation by the
         Tenant herein of the within Leased Premises, the Tenant covenants and
         agrees with the Landlord after written notice thereof, to pay the
         additional cost forthwith upon demand as Additional Rent.

         The Landlord's insurance policy shall contain a waiver of subrogation
         in favour of the Tenant or those for whom the Tenant is in law
         responsible.


<PAGE>


                                                                             21

9.2      AGENTS. The Tenant acknowledges, covenants and agrees that every right,
         exemption from liability, defence and immunity of whatsoever nature
         applicable to the Landlord or to which the Landlord is entitled
         hereunder shall also be available and shall extend to protect every
         such agent of the Landlord acting (in the course of or in connection
         with his employment or otherwise) and for the purposes of all of the
         foregoing provisions of this clause, the Landlord is or shall be deemed
         to be acting as agent or trustee on behalf of and for the benefit of
         persons who are or might be his servants, employees or agents from time
         to time.

9.3      TENANT'S INSURANCE. The Tenant covenants to insure and to keep insured
         during the whole of the Term, with an insurance company or companies in
         good standing and upon terms and conditions all satisfactory to the
         Landlord:

         (i)      "All-Risks" insurance upon all property owned by the
                  Tenant or for which it is legally liable or installed or
                  affixed by or on behalf of the Tenant and which is
                  located in the Building including, without limitation,
                  furniture, fittings, installations, alterations,
                  additions, partitions and fixtures or anything in the
                  nature of a Leasehold Improvement made or installed by or
                  on behalf of the Tenant in an amount equal to the full
                  replacement cost thereof; if there is a dispute as to the
                  amount which comprises full replacement cost the decision
                  of the Landlord's Architect shall be conclusive.

         (ii)     All parties hereto on a Comprehensive Form for bodily
                  injury and property damage, general liability coverage
                  arising out of the use, maintenance or repair of the
                  Leased Premises and/or the business of the Tenant or any
                  sub-tenant, licensees or occupiers of the Leased
                  Premises; such insurance shall be for a limit of not less
                  than $2,000,000.00 inclusive for any one occurrence, or
                  such higher limits as the Landlord, acting reasonably, or
                  any mortgagee requires from time to time, and shall
                  contain a severability of interest clause, and a cross
                  liability clause.

         (iii)    Any other form of insurance that the Landlord or any mortgagee
                  may reasonably require, from time to time in form, amounts and
                  for insurance risks acceptable to the Landlord and any
                  mortgagee.

         The Tenant covenants and agrees to provide the Landlord with evidence
         of insurance as required under this provision. Such evidence shall be
         by way of a certified copy of the policy if available in timely fashion
         or failing which a certificate of insurance at such time or times as
         the Landlord may require. The Tenant agrees to provide same to the
         Landlord forthwith after notice has been given by the Landlord to the
         Tenant of its request. The Tenant's policy shall contain a waiver of
         subrogation in favour of the Landlord and those for whom the Landlord
         is in law responsible.

9.4      LIMITATION OF LANDLORD'S LIABILITY.   The Tenant agrees that:

         (i)      the Landlord shall not be liable for any bodily injury or
                  death of, or loss or damage to any property belonging to the
                  Tenant or its employees, invitees, or licensees or any other
                  person in, on or about the Building and Common Area Facilities
                  howsoever occurring and in no event shall the Landlord be
                  liable for:

                  (1)      any damage which is caused by steam, water, rain or
                           snow which may leak into, issue or flow from any part
                           of the Building or Common Area Facilities or from the
                           pipes or plumbing works thereof or from any other
                           place or quarter or for any damage caused by or
                           attributable to the condition or arrangement


<PAGE>


                                                                             22

                           of any electric or other wiring or for any damage
                           caused by anything done or omitted by any other
                           tenant; and

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


<PAGE>


                                                                             23

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

         (ii)     the Landlord shall have no responsibility or liability
                  for the failure to supply interior climate control or
                  elevator service when prevented from doing so by strikes,
                  the necessity of repairs, any order or regulation of any
                  body have jurisdiction, the failure of the supply of any
                  utility required for the operation thereof or any other
                  cause beyond the Landlord's reasonable control, and shall
                  not be held responsible for any bodily injury, death or
                  damage to property arising from the use of, or any
                  happening in or about, any elevator.

9.5      INDEMNITY OF LANDLORD. The Tenant agrees to indemnify and save harmless
         the Landlord in respect of all claims for bodily injury or death,
         property damage or other loss or damage arising from the conduct of any
         work by or any act or omission of the Tenant or any assignee,
         subtenant, agent, employee, contractor, invitee or licensee of the
         Tenant, and in respect of all costs, expenses and liabilities incurred
         by the Landlord in connection with or arising out of all such claims,
         including the expenses of any action or proceeding pertaining thereto,
         and in respect of any loss, cost, expense or damage suffered or
         incurred by the Landlord arising from any breach by the Tenant of any
         of its covenants and obligations under this Lease.

              ARTICLE X-SUBORDINATION, ATTORNMENT AND CERTIFICATES

10.1     SUBORDINATION AND ATTORNMENT. The Tenant agrees that this Lease and all
         the rights of the Tenant hereunder are subject and subordinate to all
         mortgages now or hereafter existing (including deeds of trust and all
         instruments supplemental thereto) which may now or hereafter affect the
         Building or Common Area Facilities and to all renewals, modifications,
         consolidations, replacements and extensions thereof, provided such
         mortgagee has provided a non-disturbance agreement to the Tenant;
         provided that the Tenant whenever requested by any mortgagee (including
         any trustee under a deed of trust and mortgage) shall attorn to such
         mortgagee as the Tenant upon all the terms of this Lease. Subject to
         the foregoing, the Tenant agrees to execute promptly whenever requested
         by the Landlord or by such mortgagee such instrument of subordination
         or attornment, as the case may be, as may be required of it.

10.2     CERTIFICATES. The Tenant shall promptly whenever requested by the
         Landlord from time to time execute and deliver to the Landlord (and if
         required by the Landlord, to any mortgagee [including any trustee under
         a deed of trust and mortgage] designated by the Landlord) a certificate
         in writing as to the then status of this Lease, including as to whether
         it is in full force and effect, is modified or unmodified, confirming
         the rent payable hereunder and the state of the accounts between the
         Landlord and Tenant, the existence or non-existence of defaults, and
         any other matters pertaining to this Lease as to which the Landlord
         shall request a certificate.

               ARTICLE XI-REMEDIES OF LANDLORD ON TENANT'S DEFAULT

11.1     REMEDYING BY LANDLORD. In addition to all rights and remedies of the
         Landlord available to it in the event of any default hereunder by the
         Tenant either by any other provision of this Lease or by statute or the
         general law, the Landlord:

         (1)      shall have the right at all times after reasonable written
                  notice of an event of default has been given to


<PAGE>


                                                                             24

                  the Tenant and a reasonable time given to cure such default
                  provided the Tenant is proceeding diligently, to remedy or
                  attempt to remedy any default of the Tenant, and in so
                  doing may make any payments due by the Tenant to third
                  parties and may enter upon the Leased Premises to do any
                  work or other things therein, as may be reasonably
                  necessary, and in such event all expenses of the Landlord
                  in remedying or attempting to remedy such default shall be
                  payable by the Tenant to the Landlord forthwith upon demand;

         (2)      subject to 11.3 below, shall have the same rights and remedies
                  in the event of any non-payment by the Tenant of any amounts
                  payable by the Tenant under any provision of this Lease as in
                  the case of a non-payment of Rent; and

         (3)      if the Tenant shall fail to pay any Rent or other amount from
                  time to time payable by it to the Landlord hereunder within 5
                  days of notice of same becoming due, shall be entitled, to
                  interest thereon at a rate of 3% per annum in excess of the
                  minimum lending rate to prime commercial borrowers from time
                  to time current at The Bank of Nova Scotia in Toronto from the
                  date upon which the same was due until actual payment thereof.

11.2     REMEDIES CUMULATIVE. The Landlord, subject to 11.3 hereof, may from
         time to time resort to any or all of the rights and remedies available
         to it in the event of any default hereunder by the Tenant, either by
         any provision of this Lease or by statute or the general law, all of
         which rights and remedies are not to be interpreted as excluding any
         other or additional rights and remedies available to the Landlord by
         statute or the general law.

11.3     RIGHT OF RE-ENTRY DEFAULT OR TERMINATION. It is expressly agreed that
         if and whenever the Base Rent or Additional Rent hereby reserved,
         remains unpaid, or if the Tenant shall breach or fail to observe or
         perform any of the other covenants, agreements, provisoes, conditions,
         reasonable rules or regulations and other obligations on the part of
         the Tenant to be kept, observed or performed hereunder, provided the
         Landlord has first delivered notice to the Tenant explaining the breach
         and has allowed the Tenant five (5) days to rectify any monetary breach
         and ten (10) days, (or such longer period as is reasonable in the
         circumstances), to rectify any non-monetary breach, or if this Lease
         shall have become terminated pursuant to any provision hereof, then and
         in every such case it shall be lawful for the Landlord thereafter to
         enter into and upon the Leased Premises or any part thereof and to have
         again, repossess and enjoy the same as of its former estate, anything
         in this Lease contained to the contrary notwithstanding.

11.4     TERMINATION RE-ENTRY. If and whenever the Landlord becomes entitled to
         re-enter upon the Leased Premises under any provision of this Lease,
         the Landlord, in addition to all other rights and remedies, shall have
         the right to terminate this Lease forthwith by leaving upon the Leased
         Premises notice in writing of such termination.

11.5     PAYMENT ON TERMINATION. Upon the giving by the Landlord of a notice in
         writing terminating this Lease, pursuant to 11.4 or 11.3 of this Lease,
         this Lease and the Term shall terminate, rent and any other payments
         for which the Tenant is liable under this Lease shall be computed,
         apportioned and paid in full to the date of such termination, and the
         Tenant shall immediately deliver up possession of the Leased Premises
         to the Landlord, and the Landlord may re-enter and take possession of
         them.

11.6     RENUNCIATION. The Tenant waives and renounces the benefit of any
         present or future statute taking away or limiting the


<PAGE>


                                                                             25

         Landlord's right of distress.


<PAGE>

                                                                             26


11.7     RE-LETTING. Whenever the Landlord becomes entitled to re-enter upon the
         Leased Premises under 11.3 or 11.4 hereof of this Lease the Landlord in
         addition to all other rights it may have shall have the right as agent
         of the Tenant to enter the Leased Premises and re-let them and to
         receive the rent therefor and as the agent of the Tenant to take
         possession of any furniture or other property thereon and to sell the
         same at public or private sale without notice and to apply the proceeds
         thereof and any rent derived from re-letting the Leased Premises upon
         account of the rent due and to become due under this Lease and the
         Tenant shall be liable to the Landlord for the deficiency if any.

                    ARTICLE XII-EVENTS TERMINATING LEASE

12.1     CANCELLATION OF INSURANCE. If any policy of insurance upon the Building
         and Common Area Facilities from time to time effected by the Landlord
         shall be cancelled or about to be cancelled by the insurer by reason of
         the use or occupation of the Leased Premises by the Tenant or any
         assignee, sub-tenant or licensee of the Tenant or anyone permitted by
         the Tenant to be upon the Leased Premises and the Tenant after receipt
         of notice in writing from the Landlord and a reasonable time allowed,
         to reinstate such insurance or avoid cancellation, shall have failed to
         take such immediate steps in respect of such use or occupation as shall
         enable the Landlord to reinstate or avoid cancellation (as the case may
         be) of such policy of insurance, the Landlord may at its option
         terminate this Lease by leaving upon the Leased Premises notice in
         writing of such termination.

12.2     PROHIBITED OCCUPANCY, BANKRUPTCY, ETC. If, without the written consent
         of the Landlord the Leased Premises shall be used by any persons other
         than the Tenant, its employees, invitees and customers or its permitted
         assigns or sub-tenants or for any purpose other than that for which
         they were leased, or occupied by any persons whose occupancy is
         prohibited by this Lease, or if the Leased Premises shall be vacated or
         abandoned, or remain unoccupied for 7 days or more while capable of
         being occupied, or if the Term or any of the goods and chattels of the
         Tenant shall at any time be seized in execution or attachment, or if
         the Tenant shall make any assignment for the benefit of creditors,
         become bankrupt or insolvent or take the benefit of any statute now or
         hereafter in force for bankrupt or insolvent debtors or (if a
         corporation) shall take any steps or suffer any order to be made for
         its winding-up or other termination of its corporate existence, then in
         any such case the Landlord may at its option, subject to compliance
         with the procedures set forth in Section 11.3, terminate this Lease by
         leaving upon the Leased Premises notice in writing of such termination
         and thereupon, in addition to the payment by the Tenant of Rent and
         other payments for which the Tenant is liable under this Lease, Rent
         for the current month and the next ensuing 3 (three) months' Rent shall
         immediately become due and be paid by the Tenant.

                         ARTICLE XIII-MISCELLANEOUS

13.1     REGISTRATION. The Tenant agrees with the Landlord not to register this
         Lease, but nevertheless if the Tenant desires to register a notice of
         this Lease, the Landlord agrees to execute a notice or acknowledgement,
         if required, sufficient for the purpose in such form as the Landlord
         and Tenant mutually approve provided in no event shall rental rates of
         this Lease be shown.

13.2     NOTICE. Any notice required or contemplated by any provision of this
         Lease shall be given in writing, and if to the Landlord, either
         delivered to an executive officer of the


<PAGE>


                                                                             27

         Landlord or by facsimile transmission or mailed by prepaid
         registered mail addressed to the Landlord at 3650 Victoria Park
         Avenue, Suite #500, North York (Toronto), Ontario, M2H 3P7, and if
         to the Tenant, either delivered to the Tenant (or to an officer of
         the Tenant if the Tenant is a firm or corporation) or by facsimile
         transmission or mailed by prepaid registered mail addressed to the
         Tenant at the Leased Premises. Every such notice shall be deemed to
         have been given when delivered or, if mailed as aforesaid in Canada,
         upon the day when it was mailed. The Landlord may from time to time
         by notice in writing to the Tenant designate another address in
         Canada as the address to which notices are to be mailed to it.

13.3     EXTRANEOUS AGREEMENTS. The Tenant acknowledges that there are no
         covenants, representations, warranties, agreements or conditions
         expressed or implied relating to this Lease or the Leased Premises save
         as expressly set out in this Lease and in any agreement to Lease in
         writing between the Landlord and the Tenant pursuant to which this
         Lease has been executed. This Lease may not be modified except by an
         agreement in writing executed by the Landlord and the Tenant.

13.4     CONSTRUCTION. All of the provisions of this Lease are to be construed
         as covenants and agreements. If any provision of this Lease is illegal
         or unenforceable it shall be considered separate and severable from the
         remaining provisions of this Lease, which shall remain in force and be
         binding as though the said provision had never been included. The
         headings and marginal sub-headings of clauses and sub-clauses are for
         convenience of reference and are not intended to limit, enlarge or
         otherwise affect their meanings.

13.5     NON-WAIVER. No condoning, excusing or overlooking by the Landlord of
         any default, breach or non-observance by the Tenant at any time or
         times in respect of any covenant, agreement, proviso or condition
         herein contained shall operate as a waiver of the Landlord's rights
         hereunder in respect of any continuing or subsequent default, breach or
         non-observance or so as to defeat or affect in any way the rights of
         the Landlord in respect of any such continuing or subsequent default or
         breach and no waiver shall be inferred or implied by anything done or
         omitted by the Landlord save only express waiver in writing.

13.6     ACCORD AND SATISFACTION. No payment by the Tenant or receipt by the
         Landlord of a lesser amount than the Base Rent and Additional Rent from
         time to time due shall be deemed to be other than on account of the
         earliest stipulated Base Rent and Additional Rent due, nor shall any
         endorsement or statement on any cheque or any letter accompanying any
         cheque or payment of Base Rent or Additional 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 Base Rent or Additional Rent or pursue any other remedy provided
         in this Lease.

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

13.8     TIME OF THE ESSENCE. Time shall be of the essence of this Lease and
         every part hereof.

13.9     NO PARTNERSHIP. Nothing contained herein shall be deemed or construed
         by the parties hereto, nor any third party, as creating the
         relationship of principal and agent, or a partnership, or a joint
         venture between the parties hereto, it being understood and agreed that
         none of the provisions contained herein nor any acts of the parties
         hereto shall be deemed to create any relationship between the parties
         hereto other than the relationship of Landlord and Tenant.



<PAGE>


                                                                             28

13.10    FORCE MAJEURE. Except as herein otherwise expressly provided, if and
         whenever and to the extent that the Landlord or the Tenant shall be
         prevented delayed or restricted in the fulfilment of any obligations
         hereunder in respect of the supply or provision of any service or
         utility, the making of any repair, the doing of any work or any
         other thing by reason of strikes or work stoppages or being unable
         to obtain any material, service, utility or labour required to
         fulfil such obligation or by reason of any statute, law or
         regulation of or inability to obtain any permission from any
         governmental authority having lawful jurisdiction preventing,
         delaying or restricting such fulfilment, or by reason of other
         unavoidable occurrence (save for any financial reason), the time for
         fulfilment of such obligation shall be extended during the period in
         which such circumstance operates to prevent, delay or restrict the
         fulfilment thereof and the other party shall not be entitled to
         compensation for any inconvenience, nuisance or discomfort thereby
         occasioned.

13.11    CONTRA PROFERENTEM. The Parties acknowledge and agree that both
         parties have participated in the drafting of this Lease, and any
         rule of law providing that ambiguities shall be construed against
         the drafting party, shall be of no force or effect.

13.12    PLANNING ACT. This Lease is expressly conditional upon compliance
         with the land division provisions of the Planning Act R.S.O. 1990
         (as it may be amended from time to time), if applicable.

13.13    ACCESS. The Tenant, its employees, invitees and customers and
         persons connected with the Tenant (subject and except as in this
         Lease provided) shall have the right in common with others entitled
         thereto from time to time to use the parking areas, driveways,
         walkways, lawns, ramps (if any) and other Common Areas in and about
         the Building from time to time. The Tenant shall not unreasonably
         block or in any manner hinder the Landlord, other tenants or other
         persons claiming through or under them or any of them who may be
         authorized by the Landlord to utilize the Common Areas from so
         doing. The Landlord may, acting reasonably, from time to time permit
         the Tenant to have the exclusive use of portions of the parking area
         which forms part of the Common Areas and to permit other tenants or
         other persons to have exclusive use of portions thereof.

13.14    TRANSFERS BY THE LANDLORD. The Landlord at any time and from time to
         time may sell, transfer, lease, assign or otherwise dispose of the
         whole or any part of its interest in the Leased Premises or in the
         Building and lands of which the Leased Premises form a part, at any
         time and from time to time, may enter into any mortgage of the whole
         or any of its interest in the Building and Lands or in the Leased
         Premises. If the party acquiring such interest shall have agreed to
         assume and so long as it holds such interest, to perform each of the
         covenants, obligations and agreements of the Landlord under this
         Lease in the same manner and to the same extent as if originally
         named as the Landlord in this Lease, the Landlord shall, thereupon
         be released from all of its covenants and obligations under this
         Lease.

         The Landlord may assign its rights under this Lease to a lending
         institution as collateral security for a loan. If such assignment is
         made and executed by the Landlord and notification thereof is given
         to the Tenant by or on behalf of the Landlord this Lease shall not
         be cancelled or modified for any reason whatsoever except as
         provided for by the terms hereof or by law without the consent in
         writing of such lending institution.

13.15    OCCUPANCY PERMIT. - deleted intentionally.


<PAGE>


                                                                             29

13.16    LEASED PREMISES.  Save and except for any work to be performed by
         the Landlord as specifically set out herein, the taking of
         possession of the Leased Premises by the Tenant shall be conclusive
         evidence that the Tenant accepts the Premises in an "as is"
         condition and that the said Leased Premises were in good and
         satisfactory condition at the time possession was so taken.

13.17    SUCCESSORS AND ASSIGNS. This Lease and everything herein contained
         shall enure to the benefit of and be binding upon the successors and
         assigns of the Landlord and the permitted successors and assigns of
         the Tenant. References to the Tenant shall be read with such changes
         in gender as may be appropriate, depending upon whether the Tenant
         is a male or a female person or a firm or corporation, and if the
         Tenant is more than one person or entity, the covenants of the
         Tenants shall be deemed joint and several. All obligations of the
         Tenant or the Landlord under this Lease shall be deemed to be
         covenants whether or not expressed as same. No rights of the Tenant
         in this Lease shall be deemed to be personal, but shall accrue to
         the benefit of the Tenant's successors, permitted subtenants and
         assigns.

13.18    AREA DETERMINATION. In the event that any calculation or
         determination by the Landlord of the Rentable Area of any premises
         (including the Demised Premises) or the Building is disputed or
         called into question, it shall be calculated or determined by the
         Landlord's architect from time to time appointed for the purpose,
         whose certificate shall be conclusive and the cost of such
         certificate shall be borne by the Tenant.

13.19    APPROVAL. Unless specifically provided herein to the contrary,
         whenever any reference is made to any notice, consent, approval,
         lease, designation, requirement, opinion, judgement, permission, or
         discretion, on the part of either the Landlord or the Tenant, the
         same shall be given, granted, determined, required of exercised
         reasonably without undue delay.

                        ARTICLE XIV-OTHER PROVISIONS

14.1     PARKING. The Tenant acknowledges that the Common Area Facilities are at
         all times subject to the exclusive control and operation of the
         Landlord, and the Landlord shall have the right to construct
         improvements, alterations and additions thereto and to relocate the
         various facilities thereon. The Tenant further acknowledges that the
         parking facilities in the Common Area Facilities are on a non-exclusive
         ("First Come", "First Serve Basis") and may be altered or diminished
         during the term or renewal thereof and the manner in which access is
         permitted may be altered.

         The Landlord shall provide to the Tenant for the Term of the lease,
         free of charge, one (1) covered reserved stall and the use of thirty
         (30) surface parking stalls on a first-come, first-serve basis.

14.2     WINDOW COVERINGS. - deleted intentionally.

14.3     EXTENSION. Provided that the Tenant is not habitually in default under
         the terms of this Lease and is not in default at the time of the
         exercise of the option herein, then the Landlord shall, at the
         expiration of the Term hereof, upon written request of the Tenant,
         grant to the Tenant an extension of this Lease for a further period of
         five (5) years upon the same terms and conditions as contained herein,
         save as to the Base Rental rate, and save as to any further right of
         extension. Provided always that the Tenant shall have given to the
         Landlord 180 days' notice in writing before the


<PAGE>


                                                                             30

         expiration of the Term of its desire to have such extension. The
         Base Rental rate for the extension term shall be at the then current
         market rate for similar premises in a similar area and as mutually
         agreed between the Landlord and the Tenant. In the event that the
         Landlord and the Tenant are unable to agree upon the Base Rental
         rate for the extension term by 120 days prior to the maturity date,
         the matter shall be submitted to arbitration by notice given by
         either party to the other. Upon such notice being given, the dispute
         shall be determined by the award of 3 arbitrators, or by a majority
         of them, one to be named by the Landlord and one by the Tenant
         within 30 days of the giving of such notice, and the 3rd to be
         selected by these 2 arbitrators within 7 days after both have been
         nominated. If either the Landlord or the Tenant shall neglect or
         refuse to name its arbitrator in the time specified or to proceed
         with the arbitration, the arbitrator named by the other party shall
         proceed with the arbitration, and the award of such arbitrator shall
         be final and binding upon the Landlord and the Tenant. The
         Arbitrators shall have all the power given by the Arbitrations Act
         of Ontario and may at any time proceed in such manner as they see
         fit on such notice as they deem reasonable in the absence of either
         party, if such party fails to attend. Each party shall pay its own
         costs and shall share equally the costs of arbitration. The award
         and determination of the arbitrators shall be final and binding upon
         both parties hereto and each party agrees not to appeal any such
         award or determination.

         If the award of the arbitrators is not given before the commencement
         date of the extension term, then the Tenant shall commence paying rent
         at the market rate as determined by the Landlord together with
         Additional Rent, which shall be adjusted forthwith after the award of
         the arbitrators has become final and binding, to be calculated from the
         commencement date of the extension term.

         Interest at the rate set out herein shall be calculated monthly on the
         difference between the Base Rent paid by the Tenant and the actual
         amount awarded by the arbitrators and shall be paid forthwith upon
         demand when the arbitrators' decision has been made.

14.4     TAXES, OPERATING COSTS AND HYDRO. The Landlord represents and warrants
         that the Taxes, Operating Costs and Hydro applicable to the Leased
         Premises is currently estimated to be $8.80 per Rentable square foot
         per annum for 1995. The Tenant acknowledges that this is an estimate
         only and is subject to adjustment when actual costs are known.

14.5     LEASEHOLD IMPROVEMENTS. As soon as possible and in any event, no later
         than April 21, 1995, at its sole cost, but subject to force majeure and
         delays attributable to the Tenant, the Landlord agrees to turnkey (that
         is to complete the construction of improvements in the Leased Premises
         so that the Tenant can commence business operations immediately), the
         Leased Premises to a standard consistent with existing leasehold
         improvements in the Leased Premises, and in accordance with the layout
         attached hereto as Schedule "B".

         The Landlord further agrees to utilize in the construction of the
         Leased Premises existing materials and improvements (ie. doors and
         frames, sidelights, glass partitions, glass entry doors, hardware,
         cabinetry etc.) from adjoining vacant space on the 7th and 6th floor of
         the Building at no cost to the Tenant, such materials and improvements
         to be approved by the Tenant and agreed to by the Landlord.

14.6     RIGHT OF FIRST REFUSAL. Subject to prior rights of tenants in the
         Building as of the Commencement Date, the Tenant will have the right of
         first refusal, from time to time, to lease any part or all of any
         office space on the 7th floor of the Building which becomes available
         for lease. The rent and


<PAGE>


                                                                             31

         terms shall be equal to a bona fide offer received by the Landlord.
         The Tenant shall have five (5) business days following written
         notice by the Landlord containing all relevant information
         pertaining to such bona fide offer received in which to confirm to
         the Landlord that it wishes to exercise its right of first refusal
         to lease such space on the same terms and conditions as the bona
         fide offer, failing which the Landlord shall be free to lease such
         space to the bona fide offeror. This right becomes effective on the
         Commencement Date of this Lease and thereafter will remain in effect
         provided the Tenant is not in default under this Lease at the time
         of exercising this right.

14.7     EXISTING FIXTURES. It is agreed and understood that all existing
         fixtures as of the Commencement Date, including but not limited to
         light fixtures, venetian blinds, and built-in cabinetry shall be
         available to the Tenant at no additional cost.

14.8     CO-TENANCY. This Agreement is not personally binding upon and resort
         shall not be had nor shall recourse or satisfaction be sought from the
         private property of any of the unit holders of Investors Real Property
         Fund (the "FUND"), trustees, officers, directors, employees or agents
         of the trustee or manager of the Fund, it being intended and agreed
         that only the property of the Fund shall be bound by this Agreement.
         Only the co-tenancy interests of Menkes and Investors Group shall be
         bound hereby and the obligations hereunder are not binding upon either
         of Menkes or Investors Group in any other respect nor shall resort be
         had to any other property of any of Menkes or Investors Group. The
         rights and obligations of each of Menkes and Investors Group hereunder
         shall, in every case, be several and proportionate and not either joint
         or joint and several.

14.9     BASE RENT FREE PERIOD. The Tenant shall not be obligated to pay Base
         Rent during twenty-two (22) months of the within Term, however, the
         Tenant shall be responsible for the payment of all Additional Rent
         during the Base Rent free period. The twenty-two (22) month period
         shall occur as:

         -        the last eight (8) months of each of years 1 & 2 of the
                  Term; and

         -        the last six (6) months of year 3 of the Term.

         Notwithstanding the foregoing, the parties agree that the $0.67 that
         has been included in the Base Rent in lieu of the Tenant not paying
         Capital and Large Corporations Tax and not paying for depreciation of
         systems and equipment, shall be due and owing during the Base Rent Free
         Period.

14.10    CAPITAL REPAIRS AND REPLACEMENTS.  Notwithstanding anything contained
         in this Lease to the contrary:

         (a)      it is understood and agreed that the Tenant shall not be
                  responsible for (and the Landlord shall not be permitted to
                  chargeback to the Tenant) replacements to the Building that
                  are of a capital nature (as such term is determined under
                  generally accepted accounting principles); and

         (b)      in the event of repairs to the Building that are of a capital
                  nature, the Tenant shall be responsible for its Proportionate
                  Share of the costs thereof provided that any repair costs that
                  exceed $10,000.00 in any given year shall be charged to
                  Operating Costs on an amortization- over-useful-life basis.

         Provided however, should a capital repair or replacement be
         necessitated by reason of the negligent act or omission of the
         Tenant or those for whom the Tenant is in law responsible, the
         entire cost of such repair or replacement shall be borne by the
         Tenant payable to the Landlord

<PAGE>


                                                                             32

         forthwith as Additional Rent.

14.11    COMMISSIONS. The Landlord shall be responsible for any and all real
         estate commissions and brokerage fees, if any, payable in connection
         with this Lease.

IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease.

                                            MENKES OFFICE PARKS LTD.

                                            Per:_______________________________
                                                                     (Landlord)

                                            INVESTORS GROUP TRUST CO. LTD.
                                            as trustee for
                                            INVESTORS REAL PROPERTY FUND

                                            Per:________________________________
                                                                      (Landlord)

                                            Per:________________________________
                                                                      (Landlord)

                                            THOMPSON MINWAX (CANADA) LTD.

                                            Per:________________________________
                                                                        (Tenant)


<PAGE>


                                  SCHEDULE "C"

                              RULES AND REGULATIONS

The Rules and Regulations may differentiate between different types of
businesses in the Building but the Rules and Regulations will be adopted and
promulgated by the Landlord acting reasonably and in such manner as would a
prudent Landlord of a reasonably similar office building. The Tenant's failure
to keep and observe the Rules and Regulations now or from time to time in force
constitutes a default under this Lease in such manner as if the same were
contained herein as covenants. The Landlord reserves the right from time to time
to amend or supplement the Rules and Regulations applicable to the Leased
Premises or the Building as in the Landlord's absolute and unfettered discretion
are from time to time needed for the safety, care, cleanliness and more
efficient operation of the Building and for the preservation of good order
therein. Notice of the Rules and Regulations and amendments and supplements, if
any, shall be given to the Tenant and the Tenant shall thereupon comply with and
observe all such Rules and Regulations provided that no Rules and Regulations
shall contradict any terms, covenants and conditions of this Lease. The Rules
and Regulations as at the Commencement Date are as follows:

1.       The Tenant shall not place any debris, garbage, trash or refuse or
         permit same to be placed or left in or upon any part of the Building
         outside of the Leased Premises and the Tenant shall not allow any undue
         accumulation of any debris, garbage, trash or refuse in or outside of
         the Leased Premises.

2.       The Landlord shall permit the Tenant and the Tenant's
         employees and all Persons lawfully requiring communication
         with them to have the use during such hours as the Landlord
         deems reasonable in common with others entitled thereto of the
         main entrance and stairways, corridors, elevators or other
         mechanical means of access leading to the Leased Premises.  At
         times other than during such hours as the Landlord deems
         reasonable the Tenant and the employees of the Tenant shall
         have access to the Building and to the Leased Premises only in
         accordance with the Rules and Regulations and shall be
         required to satisfactorily identify themselves and to register
         in any book which may at the Landlord's option be kept by the
         Landlord for such purpose.  If identification is not
         satisfactory, the Landlord is entitled to prevent the Tenant
         or the Tenant's employees or other Persons lawfully requiring
         communication with the Tenant from having access to the
         Building.  In addition, the Landlord is not required to open
         the door to the Leased Premises for the purpose of permitting
         entry therein to any Person not having a key to the Leased
         Premises.

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

4.       The Tenant shall permit window cleaners to clean the windows of the
         Leased Premises during such hours as the Landlord deems reasonable.

5.       The sidewalks, entrances, passages, elevators and staircases
         shall not be obstructed or used by the Tenant, its agents,
         servants, contractors, invitees or employees for any purpose
         other than ingress to and egress from the offices.  The
         Landlord reserves entire control of all parts of the Building
         employed for the common benefit of the tenants and without
         restricting the generality of the foregoing, the sidewalks,
         entrances, corridors and passages not within the Leased


<PAGE>


                                                                             2

         Premises, washrooms, lavatories, air-conditioning closets, fan
         rooms, janitor's closets, electrical closets and other closets, stairs,
         elevator shafts, flues, stacks, pipe shafts and ducts and shall have
         the right to place such signs and appliances therein, as it deems
         advisable, provided that ingress to and egress from the Leased Premises
         is not unduly impaired thereby.

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

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

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

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

10.      The Tenant shall not permit any cooking of any foods or liquids in
         the Leased Premises without the written consent of the Landlord. The
         Tenant shall be permitted the use of a microwave oven, a coffee
         maker and a toaster.

11.      Canvassing, soliciting and peddling in or about the Building and in the
         parking facilities of the Building are prohibited.

12.      It shall be the duty of the Tenant to assist and co-operate with the
         Landlord in preventing injury to the Leased Premises.

13.      No flammable oils or other flammable, dangerous or explosive material
         save for samples of the Tenant's products and those approved in writing
         by the Landlord's insurers shall be kept or permitted to be kept in the
         Leased Premises. The Tenant


<PAGE>


                                                                             3

         shall be solely responsible for ensuring full compliance with all
         statutory regulations with respect to the keeping or storing of the
         Tenant's products on the Leased Premises.

14.      No bicycles or other vehicles shall be brought within the building
         without the consent of the Landlord.

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

16.      If the Tenant desires telegraphic or telephonic connections, the
         Landlord will direct the electricians as to where and how the wires are
         to be introduced. This restriction shall not extend to the installation
         of the Tenant's phones within the Leased Premises. No gas pipe or
         electric wire will be permitted which has not been ordered or
         authorized by the Landlord.

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

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

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

20.      The Tenant shall not commit or suffer or permit to be committed any
         waste upon, or damage to, or disfiguration of the Leased Premises or
         any nuisance or other act or thing which disturbs the quiet enjoyment
         of any other tenant in the Building or which unreasonably disturbs or
         interferes with or annoys any Person, nor perform any acts or carry on
         any practices which may damage the building.

21.      The Tenant shall not refer to the Building by any name other than that
         designated from time to time by the Landlord, nor use such name for any
         purpose other than that of the business address of the Tenant, provided
         that the Tenant may use the municipal number of the Building assigned
         to it by the Landlord instead of the name of the Building.

22.      The Tenant shall not install or allow on the Leased Premises any
         transmitting device, nor erect any aerial on the roof of the
         Building or on any exterior walls of the Leased Premises. Any such
         installations shall be subject to removal by the Landlord without
         notice at any time and such removal shall be done and all damage as
         a result thereof shall be made good, in each case, at the cost of
         the Tenant, payable as Additional Rent forthwith on demand.

23.      The Tenant shall not use any travelling or flashing lights or signs
         or any loudspeakers, television, phonographs, radio or other
         audio-visual or mechanical devices in a manner so that they can be
         heard or seen outside of the Leased Premises.  If the Tenant uses
         any such equipment without receiving the prior written consent of
         the Landlord, the Landlord shall be entitled to remove such
         equipment without notice at any time and such removal shall be done
         and all damage as a result thereof shall be made good, in each case,
         at the cost of the Tenant, payable as Additional Rent forthwith on
         demand.

<PAGE>


                                                                             4

24.      The Landlord shall have the right to restrict access to the elevators
         for move-in and move-out purposes. The Tenant shall consult prior to
         taking or giving up occupation of the Leased Premises in order to
         obtain an elevator schedule from the Landlord.

25.      If the Tenant requires the supply of water, electricity, heating,
         air conditioning or any other utility or service after the normal
         hours during which the Landlord supplies same or on a weekend or
         holiday, the Tenant shall purchase its requirements for those
         utilities or services from the Landlord and the Tenant shall pay to
         the Landlord as Additional Rent forthwith upon demand the cost of
         same at the rates current from time to time set by the Landlord.
         The Tenant acknowledges that reasonable prior verbal notice must be
         given to the Landlord in the event that the Tenant requires the
         supply of utilities after the hours the Landlord normally supplies
         same.

<PAGE>

                               SUBLEASE AGREEMENT

     This Sublease, made as of the 31st day of August, 1997 by and between
Thompson Minwax (Canada) Ltd., having an address c/o The Sherwin-Williams
Company, Attn: Corporate Real Estate Department, 101 Prospect Avenue, N.W.,
Cleveland, Ohio 44115-1075, herein called "Sublessor", and Changepoint Corp.,
an Ontario corporation, having an address of 1595 16th Avenue, Suite #702,
Richmond Hill, Canada, herein called "Sublessee",

                                   WITNESSETH:

     That Tenant does hereby rent and sublease unto Sublessee, and Sublessee
hereby subleases from Tenant, those certain Premises which are depicted on
Exhibit "A" which is attached hereto and made a part hereof (hereinafter
referred to as the "Premises"), consisting of approximately 9,537 rentable
square feet of space located in that certain Building located at 1595 16th
Avenue, Richmond Hill, Canada (hereinafter referred to as the "Building"),
and known as Suite #701 in said Building, which Premises were leased to
Sublessor, under the terms of that certain Lease entered into by and between
Menkes Office Parks Ltd. and Investors Group Trust Co. Ltd. as Trustee for
Investors Real Property Fund as Landlord (herein referred to as "Prime
Lessor") and Sublessor, dated the 4th day of April, 1995 (said Lease being
herein referred to as the "Prime Lease" and attached hereto as Exhibit "I").

     To Have And To Hold the Premises with the appurtenances thereunto
belonging, (including all rights which Sublessor may have under said Prime
Lease to use any common areas) unto Sublessee, for a term commencing October
1, 1997 and ending on February 28, 2000 (unless sooner terminated as
hereinafter provided) subject, however, to all covenants, agreements,
restrictions and conditions contained in said Prime Lease, the terms and
conditions of which the Sublessee hereunder agrees to carry out insofar as
they pertain to said Premises, except as may be inconsistent with the terms
which are hereinafter provided for in this Sublease. As of February 1, 2000,
if Sublessee is not then in default and can provide documentation of a lease
executed between itself and the Prime Lessor for its continued tenancy of the
Premises, from and after March 31, 2000, Sublessee may continue its occupancy
of the Premises on the same terms and conditions of this Sublease through and
including March 31, 2000.

     This Sublease us subject and subordinate to the Prime Lease. Except as
may be inconsistent with the terms hereof, all covenants and obligations
required of Sublessor under said Prime Lease shall be applicable to this
Sublease with the same force and effect as if Sublessor were the Lessor under
the Prime Lease and Sublessee were the Lessee thereunder; and in case of any
breach hereby by Sublessee, Sublessor shall have all the rights against
Sublessee as would be available to Lessor against Lessee under the Prime
Lease if such breach were by Lessee thereunder.

     The Premises shall be used and occupied by Sublessee for the following
purpose only, and for no other purposes without the written consent of
Sublessor and Prime Lessor, which consent may be arbitrarily withheld: for
the purpose of any lawful business or undertaking. Sublessee will not permit
the Premises to be used for any unlawful purpose. Sublessee shall use the
Premises in a careful, safe and proper manner, and shall comply with all
laws, ordinances and regulations of the governing authorities having
jurisdiction over the Premises. The Premises are hereby subleased to and
accepted by Sublessee subject to matters of record; zoning ordinances;
building and other codes and law; utility installations, if any, and rights,
if any, of others connected therewith; and any matters which would be
disclosed by an accurate survey and personal inspection of the Premises.
Sublessor makes no warranties or representations to Sublessee that the
Premises can or may be used or occupied for the above-stated purpose, and
Sublessor is hereby expressly released and discharged from any and all
responsibility in that connection, should zoning ordinances, building and use
restrictions or anything else prohibit Sublessee's purpose.

                                       - 1 -
<PAGE>

     Sublessee covenants and agrees, at its sole expense, to observe all
regulations and requirements of underwriters concerning the use and condition
of the Premises tending to reduce fire hazards and insurance rates and not
permit nor allow any rubbish, waste material or products to accumulate on the
Premises. Should Sublessee maintain any conditions upon the Premises which
would increase the normal insurance rate of Sublessor or Prime Lessor, then
Sublessor may require Sublessee to reimburse Sublessor or Prime Lessor for
any additional insurance costs it may incur as a result of Sublessee
maintaining such condition.

     It Is Mutually Covenanted And Agreed as follows:

                                    PARAGRAPH 1

                                       RENT

     During said term, Sublessee shall pay to Sublessor, without notice,
demand or offset, as base rent for the Premises, the sum of Seven Thousand
Six Hundred Eighty-Five and 23/100 Dollars ($7,685.23) per month plus any GST
and/or capital taxes thereon assessed by the Province of Ontario or other
governmental entity. The first month's rent in the amount of Seven Thousand
Six Hundred Eighty-Five and 23/100 Dollars ($7,685.23) and a security deposit
in the amount of Seven Thousand Six Hundred Eighty-Five and 23/100 Dollars
($7,685.23) are paid herewith. Future monthly rent payments plus any GST
thereon shall be made on or before the first business day of every
consecutive calendar month throughout the term, payable to The
Sherwin-Williams Company, Attn: Dave Stefko, 101 Prospect Avenue, N.W.,
Cleveland, Ohio 44115-1075, or Sublessee shall mail said rent to such other
address as Sublessor may, from time to time, designate by written notice to
Sublessee. If the Sublease term shall commence on a day other than the first
day of a calendar month or shall end on a day other than the last day of a
calendar month, the rental for such fractional month shall be such proportion
of the monthly rental as the number of days of such fractional month bears to
the total number of days in the calendar month. Rental payments received
after the fifth (5th) day of the month shall bear interest thereon at a rate
of 3% per annum in excess of the minimum lending rate to prime commercial
borrowers from time to time current at the Bank of Nova Scotia in Toronto
from the date upon which the same was due until actual payment thereof.

                                       PARAGRAPH 2

                                         NOTICES

     Any notice or consent required to be given by or on behalf of either
party to the other shall be in writing and given by mailing such notice or
consent by registered or certified mail; return receipt requested, addressed
to the other party as follows:

     (i)   If to Sublessee:            Changepoint Corp.
                                       1595 16th Avenue, Suite #702
                                       Richmond Hill, Canada
                                       Attention: Corporate Financial Officer

     (ii)  If to Sherwin-Williams:     The Sherwin-Williams Company
                                       101 Prospect Avenue, N.W.
                                       Cleveland, Ohio 44115-1075
                                       Attn: Corporate Real Estate Department

or at such other address as may be specified from time to time in writing by
either party. Any notice or consent given hereunder by Sublessor or Sublessee
shall be deemed effective on the date such notice or

                                       - 2 -
<PAGE>

consent is deposited in a post office of the United States Postal Service and
on the date five (5) days after delivery of any notice or consent from
Sublessee to Sublessor.

                                     PARAGRAPH 3

                          CONDITION OF PREMISES AND REPAIRS

     Sublessee acknowledges that it has examined the Premises prior to the
making of this Sublease, and knows the condition thereof, and that no
representations as to the condition or state of repair thereof have been made
by Sublessor or its agents which are not herein expressed, and Sublessee
hereby accepts the Premises in their present condition. Sublessor does not
warrant the condition of the Premises in any respect, and shall not be
responsible for any injury that may happen to Sublessee or any property
brought, existing or permitted on the premises, nor shall Sublessor be
responsible for any injuries to third parties which occur on said Premises
during the continuance of this Sublease.

     Sublessee shall use the Premises in a careful and proper manner and at
its own cost and expense shall repair and/or replace any damage or injury
done to the premises or any part thereof, caused by Sublessee or Sublessee's
agent, employees, invitees or visitors and any repairs to be performed by
Sublessor under the terms of the Prime Lease; provided, however, it is
further agreed that if Sublessee fails to make such repairs or replacements
promptly, then, and in that event Prime Lessor or, Sublessor may, at their
option, make such repairs and/or replacements, and Sublessee agrees, upon
demand by Sublessor, to forthwith reimburse Sublessor or Prime Lessor for the
cost of such repairs and/or replacements.

     Sublessee hereby agrees to indemnify and hold Prime Lessor and Sublessor
harmless from and against all costs and expenses relative to damage to the
Premises, Building or appurtenances caused by Sublessee, its agents,
employees, customers, invitees or visitors.

     Sublessee further agrees, that at the expiration or sooner termination
of this Sublease, Sublessee will surrender possession of the Premises
(including, but not limited to, all equipment and fixtures forming a part
thereof), in good condition and repair, reasonable use thereof, only,
excepted. Sublessee's obligations under this Paragraph 3 shall survive the
expiration or sooner termination of this Sublease.

     Sublessor shall have the right, but no obligation of any nature or kind,
to make or erect any improvements on the Premises, nor any obligation to
Sublessee of any nature or kind to make any repairs and/or replacements to
said Premises. Sublessor agrees to cooperate with Sublessee in obtaining the
Prime Lessor's compliance with its repair obligations under the term of the
Prime Lease.

     Sublessor covenants and agrees to leave all patch panels in the computer
room together with all existing wiring and cabling for computer and telephone
connections between the computer and the telephone rooms and the drop points
for office and workstations. Sublessee accepts such items in "as is"
condition, with no warranty of said condition provided by Sublessor.

                                    PARAGRAPH 4

                             ASSIGNMENT AND SUBLETTING

     Sublessee shall not sublet the Premises or assign this Sublease or any
part thereof without first obtaining the prior written consent of the
Sublessor or the Prime Lessor, said approval not to be unreasonably withheld
or delayed by Sublessor. Sublessor will make a reasonable attempt to obtain
Prime Lessor's consent, but shall in no event be liable for inability to do
so. Notwithstanding anything contained herein to the contrary, (i) Sublessee
agrees to pay the reasonable legal fees of both the Prime Lessor and
Sublessor relating to obtaining Prime Lessor's and Sublessor's consent, the
determination as to whether to give the consent; and the review of any
documents and/or financial statements without first obtaining the prior
written consent of both Sublessor and the Prime Lessor, (ii) Sublessor will
use reasonable efforts to obtain Prime

                                       - 3 -
<PAGE>

Lessor's consent, but shall in no event be liable for failure to obtain same.
Any profit Sublessee may receive from any future assignment or Sublease shall
be paid to Sublessor.

                                    PARAGRAPH 5

                                  QUIET ENJOYMENT

     Except as otherwise provided for herein, if Sublessee performs the
requirements hereof on its part to be performed, it shall have the quiet and
peaceable possession of the premises during the term of this Sublease. The
Sublessor shall pay the rent reserved under the Prime Lease to Prime Lessor
and to duly perform and observe all of the monetary obligations of Sublessor
as Tenant under the Prime Lease. The Sublessor shall use reasonable effort to
enforce for the benefit of the Sublessee the obligations of the Prime Lessor
under the Prime Lease, with the intent that the benefit of such covenants
shall extend to the Premises and be enjoyed by the Sublessee, but Sublessor
shall in no event be liable to Sublessee for any breach by Prime Lessor of
its obligations under said Prime Lease.

                                    PARAGRAPH 6

                          WAIVER OF CLAIMS AND SUBROGATION

     Notwithstanding anything to the contrary contained in this Sublease,
Sublessee waives all claims which arise or may arise in its favor against the
Prime Lessor or Sublessor during the term of this Sublease for any and all
loss of, or damage to, any of its property located within or upon, or
constituting a part of, the Premises, which loss or damage is caused by
perils normally insured against by standard "all-risk" coverage insurance
policies, regardless of the cause of such loss or damage, including any such
loss or damage resulting from the negligence of Prime Lessor Sublessor, its
agents, servants or employees. Inasmuch as such waiver will preclude the
assignment of any aforesaid claim by way of subrogation or otherwise to an
insurance company, Sublessee hereby agrees immediately to give to each
insurance company which has issued to it policies of "all-risk" coverage
insurance, written notice of the terms of such waiver, and to cause such
insurance policies to be properly endorsed, if necessary, to prevent the
invalidation of such insurance coverages by reason of such waivers.

                                    PARAGRAPH 7

                                 LIABILITY INSURANCE

     The Sublessee covenants to insure and to keep insured during the whole
of the term, with an insurance company or companies in good standing and upon
terms and conditions all satisfactory to the Sublessor and Prime Lessor:

     (i)   "All-Risks'' insurance upon all property owned by the Sublessee or
           for which it is legally liable or installed or affixed by or on
           behalf of the Sublessee and which is located in the Premises,
           including, without limitation, furniture, fittings, installations,
           alterations, additions, partitions and fixtures or anything in the
           nature of a leasehold improvement made or installed by or on
           behalf of the Sublessee in an amount equal to the full replacement
           cost thereof; if there is a dispute as to the amount which
           comprises full replacement cost the decision of the Sublessor's
           and/or Prime Lessor's Architect shall be conclusive.

                                       - 4 -
<PAGE>

    (ii)   All parties hereto on a Comprehensive Forum for bodily injury and
           property damage, general liability coverage arising out of the
           use, maintenance or repair of the Premises and/or the business of
           the Sublessee or any sub-tenant, licensees or occupiers of the
           Premises; such insurance shall be for a limit of not less than
           $2,000,000.00 inclusive for any one occurrence, or such higher
           limits as the Sublessor and/or Prime Lessor, acting reasonably, or
           any mortgages requires from time to time, and shall contain a
           severability of interest clause, and a cross liability clause.

   (iii)   Any other form of insurance that the Sublessor and/or Prime Lessor
           or any mortgagee may reasonably require, from time to time in
           form, amounts and for insurance risks acceptable to the Sublessor
           and/or Prime Lessor or any mortgagee.

The Sublessee covenants and agrees to provide the Sublessor and/or Prime
Lessor with evidence of insurance as required under this provision. Such
evidence shall be by way of a certified copy of the policy if available in
timely fashion or failing which a certificate of insurance at such time or
times as the Sublessor and/or Prime Lessor may require. Sublessee agrees to
have Sublessor and Prime Lessor named as additional insureds under such
policy. The Sublessee agrees to provide same to the Sublessor and Prime
Lessor forthwith after notice has been given by the Sublessor and/or Prime
Lessor to the Sublessee of its request. The Sublessee's policy shall contain
a waiver of subrogation in favor of the Sublessor and Prime Lessor and those
for whom the Sublessor and Prime Lessor are in law responsible.

                                    PARAGRAPH 8

                          DAMAGE BY FIRE OR OTHER CASUALTY

     In the event that the Premises shall be damaged by fire or other
casualty, the provisions of Paragraph 4.2 of the Prime Lease shall apply.

                                    PARAGRAPH 9

                             FIXTURES AND ALTERATIONS

     Sublessee shall make no alterations or changes to the Premises unless
such changes and alterations are approved, in writing, by both Sublessor and
the Prime Lessor said approval not to be unreasonably withheld or delayed by
Sublessor. If Sublessee does not hear from Sublessor within fourteen (14)
days after receipt of such written application for changes and alterations,
Sublessor's consent shall be deemed given. Sublessor will make a reasonable
attempt to obtain Prime Lessor's consent, but shall in no event be liable for
inability to do so. Sublessee shall submit plans and specifications to
Sublessor and Prime Lessor for their written consent before making any
changes or alterations. Notwithstanding anything to the contrary contained
herein, as a condition of Sublessor's approval, if Prime Lessor places any
additional requirements on Sublessor such as removing any alterations or
improvements at the expiration of the term of this Sublease, Sublessor may
withhold its consent to Sublessee's request. Sublessee shall not permit any
mechanics' or other liens to stand against the premises for work or material
furnished to it. Sublessor and the Prime Lessor shall have the right to post
a notice of non-responsibility on the Premises with respect to any such work
by Sublessee. All such changes and alterations as well as any installations
of fixtures, appliances and/or equipment shall be undertaken and completed in
a good and workmanlike manner and in compliance with all federal, state and
local building and other laws, ordinances, codes, and regulations. If
requested by Sublessor or Prime Lessor, Sublessee shall remove any
alterations from the premises and make any alterations or replacements caused
by such removal prior to the expiration or termination of this Sublease
Agreement.


                                       - 5 -
<PAGE>

                                   PARAGRAPH 10

                                 MECHANICS' LIENS

     Sublessee shall not do or suffer anything to be done whereby the
Premises shall be encumbered by any mechanic's or other lien or order for the
payment of money, and Sublessee shall at its own cost and expense, whenever
and as often as any mechanic's lien purporting to be for labor, material or
services furnished or to be furnished to Sublessee, or other lien or order
for the payment of money shall be filed against the Premises, cause the same
to be canceled and discharged of record within ten (10) days after the date
of filing thereof, and further shall indemnify and save harmless Sublessor
and Prime Lessor from and against any and all costs, expenses, claims, losses
or damages resulting therefrom or by reason thereof. In the event that any
such lien shall be filed against the premises and not canceled or discharged
within such ten (10) day period, Sublessor or Prime Lessor shall have the
right to pay said lien in full on Sublessee's behalf and Sublessee shall
reimburse Sublessor or Prime Lessor for the cost thereof upon demand.
Sublessee shall be permitted to remove its trade fixtures from the Premises
at the expiration of termination of the Sublease to the extent Sublessor is
permitted to do so under the Prime Lease and further provided that Sublessee
repairs any damage caused by such removal.


                                    PARAGRAPH 11

                                 DEFAULTS, REMEDIES

     If Sublessee shall fail to pay to Sublessor any installment of rent or
any additional rent or other charges as and when the same are required to be
paid hereunder, within five (5) days of notice of same become due, Sublessor
shall be entitled, to interest thereon at a rate of 3% per annum in excess of
the minimum lending rate to prime commercial borrowers from time to time
current at The Bank of Nova Scotia in Toronto from the date upon which the
same was due until actual payment thereof. Sublessor shall have all of the
rights and remedies of Prime Lessor in the event of any default hereunder by
Sublessee either by provision of this Sublease or the Prime Leases, as well
as all remedies at law or in equity.
     Sublessor shall not be deemed in breach of this Sublease unless it
commences to remedy same within five (5) days after written notice and
proceeds therewith with due diligence.


                                    PARAGRAPH 12

                        NON-USE, BANKRUPTCY, INSOLVENCY, ETC.

     In the event without the written consent of Sublessor the Premises shall
become and remain vacant or not used for a period of ten (10) days while the
same are suitable for use by Sublessee or in the event they shall be used by
any person other than Sublessee, or if the estate created hereby shall be
taken in execution or by other process of law, or if Sublessee shall file a
voluntary petition in bankruptcy or be declared bankrupt or insolvent
according to law, or any receiver be appointed for the business and property
of Sublessee, or it any assignment shall be made of Sublessee's property for
the benefit of creditors, then, and in that event, this Sublease may be
canceled at the sole option of Sublessor, by Sublessor giving Sublessee ten
(10) days' prior written notice of such termination.

                                         - 6 -

<PAGE>


                                    PARAGRAPH 13

                                  EFFECT OF WAIVER

     The failure of Sublessor to insist in any one or more instances upon the
strict performance of any of the terms, covenants, conditions, and agreements
of this Sublease, or to exercise any option herein conferred, shall not be
considered as waiving or relinquishing for the future any such terms,
covenants or conditions, agreements or options, but the same shall continue
and shall remain in full force and effect; and the receipt of any rent or any
part thereof, whether the rent be that specifically reserved or that which
may become payable under any of the covenants herein contained, and whether
the same be received from Sublessee or from anyone claiming under or through
it or otherwise shall not be deemed to operate as a waiver of the rights of
Sublessor to enforce the payment of rent or charges of any kind previously
due or which may thereafter become due, or the right to terminate this
Sublease and to recover possession of the Premises by summary proceedings or
otherwise, as Sublessor may deem proper, or to exercise any of the rights or
remedies reserved to Sublessor hereunder or which Sublessor may have at law,
in equity or otherwise.


                                    PARAGRAPH 14

                                      HOLDOVER

     In the event Sublessee shall remain in the Premises after the expiration
or sooner termination of this Sublease without having executed a new written
Sublease/extension of this Sublease with Sublessor, or having executed a
Lease with the Prime Lessor, such holding over shall not constitute a renewal
or extension of this Sublease. Sublessor may, at its option, elect to treat
Sublessee as one who has not removed at the end of his term, and thereupon be
entitled to all the remedies against Sublessee provided by law in that
situation.


                                    PARAGRAPH 15

                           SUBLESSEE'S PERSONAL PROPERTY

     Sublessee, at Sublessee's sole expense, shall maintain all insurance on
its inventory, trade fixtures and personal property, and shall pay before
delinquency all taxes assessed against said personal property or against
Sublessee's business.


                                    PARAGRAPH 16

                                  ENTIRE AGREEMENT

     The parties agree that this Sublease sets forth all the promises,
agreements, conditions and understandings between them relative to the
Premises and that there are no promises, agreements, conditions or
understandings between them, either oral or written, other than are herein
set forth.

                                         - 7 -

<PAGE>


                                    PARAGRAPH 17

                               SUCCESSORS AND ASSIGNS

     The terms and conditions of this Sublease shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs,
representatives, successors and permitted assigns.


                                    PARAGRAPH 18

                               INDEPENDENT CONTRACTOR

     Sublessee is an independent contractor for the purposes of this
agreement and nothing in this agreement expressed or implied shall be
construed as creating or evidencing any purpose or intention to create the
relationship of employer and employee by the contracting parties.


                                    PARAGRAPH 19

                                     HEAD NOTES

     The head notes are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of intent of this
Sublease nor in any way affect this Sublease. Words of any gender in this
Sublease shall be held to include any other gender and words in the singular
number shall be held to include the plural when the sense requires.


                                    PARAGRAPH 20

                                  SECURITY DEPOSIT

     Sublessor acknowledges receipt from Sublessee of the sum of Seven
Thousand Six Hundred Eighty-Five and 23/100 Dollars ($7,685.23), which sum
Sublessor shall retain as security for the performance by Sublessee of each
of its obligations hereunder. If Sublessee fails at any time to perform its
obligations, Sublessor may at its option apply said deposit, or so much
thereof as is required, to cure Sublessee's default. Unless Sublessor uses
the same to cure a default of Sublessee or to restore the Premises to the
condition that Sublessee is required to leave them at the conclusion of the
term, Sublessor shall, within thirty (30) days of the termination or
expiration of the Sublease and Sublessee vacating the Premises or continuing
its occupation under a lease executed with the Prime Lessor, whichever is
applicable, refund so much of the deposit as remains.


                                    PARAGRAPH 21

                                       REALTOR

     Sublessee warrants and represents that it has dealt with no realtor in
conjunction with this transaction and agrees to indemnify and hold harmless
Sublessor from the claims of any realtor asserting that it has represented
Sublessee in this transaction.

                                         - 8 -

<PAGE>


                                    PARAGRAPH 22

                           PRIME LESSOR'S CONSENT REQUIRED

     The term of this Sublease is subject to and conditioned upon the Prime
Lease continuing in full force and effect, and in the event that the Prime
Lease expires or is otherwise terminated, then this Sublease shall also
terminate simultaneously therewith. Sublessor's receipt of the written
consent of Prime Lessor is a prerequisite to consummation of this Sublease
prior to this Sublease taking effect.


                                    PARAGRAPH 23

               TAXES, OPERATING EXPENSES, UTILITIES AND ADDITIONAL RENT

     Sublessee shall pay to Sublessor upon receipt of a written invoice from
Sublessor, all taxes, operating expenses and utilities, additional rent and
other charges billed to Sublessor by Prime Lessor in accordance with the
terms of said Lease, including but not limited to Articles I (Additional
Rent), V (Taxes and Operating Costs), and VI (Utilities) of the Prime Lease.


                                    PARAGRAPH 24

                                SIGNS AND DIRECTORY

     Sublessee shall have the right to use the identification signage and
directory listing privileges of Sublessor in accordance with Article III,
Paragraph 3.3 (Signs and Directory) of the Prime Lease.


                                    PARAGRAPH 25

                                       PARKING

     Sublessee may use throughout the term of this Sublease, the parking
spaces under the provisions provided in Article XIV (Other Provisions) of the
Prime Lease.

                                         - 9 -

<PAGE>


                                    PARAGRAPH 26

                               MUTUAL INDEMNIFICATION

     Each party hereto agrees to indemnify and save the other harmless from
and against any and all loss, cost, damage and expense, including reasonable
attorneys' fees, arising out of or connected with the breach of this Sublease
by it, its agents or employees.

     IN WITNESS WHEREOF, the parties hereto have executed this agreement.


WITNESSES AS TO SUBLESSOR:                 SUBLESSOR: THOMPSON MINWAX (CANADA)
                                           LTD.

1. /s/ Laura A. Moore                      By: /s/ Richard A. Legenza
----------------------------------         ----------------------------------
2. /s/ Robbie T. House                     Its: Assistant Secretary
----------------------------------         ----------------------------------

                                           I have authorization to bind the
                                                       corporation.

WITNESSES AS TO SUBLESSEE:                 SUBLESSEE: CHANGEPOINT CORP.

1. /s/ illegible                           By: /s/ Gerry Smitz
----------------------------------         ----------------------------------
2. /s/ illegible                           Its: President
----------------------------------         ----------------------------------

                                           I have authorization to bind the
                                                       corporation.



                                        - 10 -

<PAGE>

                                CONSENT OF PRIME LESSOR

     The Prime Lessor does hereby consent to the above Sublease. The Prime
Lessor hereby further warrants and represents that the Prime Lease, dated
April 4, 1995 between Menkes Office Parks Ltd. and Investors Group Trust Co.
Ltd. as Trustee for Investors Real Property Fund, as Landlord, and Thompson
Minwax (Canada) Ltd., as Tenant, is in full force and effect and that no
known default exists by either Landlord or Tenant thereunder.


WITNESSES AS TO PRIME LESSOR:              MENKES OFFICE PARKS LTD. AND
                                           INVESTORS GROUP TRUST CO. LTD.
                                           AS TRUSTEE FOR INVESTORS REAL
                                           PROPERTY FUND

1.                                         By:
  --------------------------------             ------------------------------
2.                                         Its:
  --------------------------------             ------------------------------

                                           I have authorization to bind the
                                                       corporation.



                                        - 11 -

<PAGE>

                                     [FLOOR PLAN]

                            Base Building Grid 1500 x 1500
                                  18,041 SF Rentable


                                     EXHIBIT "A"


<PAGE>

                                      LEASE

THIS LEASE made as of the 4th day of April, 1995
PURSUANT TO THE SHORT FORMS OF LEASES ACT

BETWEEN

                         MENKES OFFICE PARKS LTD. and INVESTORS
                         GROUP TRUST CO. LTD. as trustee for
                         INVESTORS REAL PROPERTY FUND

                         (the "LANDLORD")

                                                             OF THE FIRST PART

                         - AND -

                         THOMPSON MINWAX (CANADA) LTD.

                         (the "TENANT")

                                                             OF THE SECOND PART

ARTICLES.  For convenience of reference this Lease has been divided
into the following Articles:

         Article I                 - Definitions
         Article II                - Lease Term and Payments
         Article III               - Landlord and Tenant Covenants
         Article IV                - Repair and Damage
         Article V                 - Taxes and Operating Costs
         Article VI                - Utilities and Additional Services
         Article VII               - Assigning and Subletting
         Article VIII              - Fixtures and Improvements
         Article IX                - Insurance and Liability
         Article X                 - Subordination, Attornment and Certificates
         Article XI                - Remedies of Landlord on Tenant's Default
         Article XII               - Events Terminating Lease
         Article XIII              - Miscellaneous
         Article XIV               - Other Provisions

LIST OF SCHEDULES. The following schedules form an integral part of this
Lease:

         Schedule "A" - Legal Description of Lands
         Schedule "B" - Leased Premises
         Schedule "C" - Rules and Regulations

                             ARTICLE I - DEFINITIONS

1.0      DEFINITIONS. In this Lease the following defined terms shall have the
         meanings set forth below.

         "ADDITIONAL RENT" means Operating Costs under Section 5.5, Taxes
         under 5.3, Electricity under 6.2, and Insurance under Article I and
         all other charges, costs and expenses required to be paid by the
         Tenant under the terms of this Lease (other than Base Rent) whether
         payable to the Landlord or not.

         "ADDITIONAL SERVICES" means the services and supervision supplied by
         the Landlord to the Leased Premises and Common Area Facilities and
         referred to herein or in any other provision hereof as Additional
         Services and any other services which from time to time the Landlord
         supplies to the Tenant at the Tenant's written request or as the
         Landlord deems necessary, acting reasonably, in the event of a
         default by the Tenant and which are additional to the janitor and
         cleaning and other services typically supplied in a first class
         office building, supervision in connection with the making of any
         repairs or alterations by the Tenant affecting the Base Building,
         building systems or Leasehold Improvements.

         "ATTIC STOCK" means spare fan, pump and cooling tower motors, base
         Building light fixtures, fuses, etc.

         "BASE RENT" means the base rent payable by the Tenant in accordance
         with Section 2.3.

<PAGE>

                                                                             2


         "BUILDING" means the building municipally known as 1595 16th Avenue,
         Richmond Hill, Ontario.

         "CAPITAL TAX" is an amount presently or hereafter imposed from time
         to time pursuant to Part III of the Corporations Tax Act (Ontario)
         (the "Act") upon the Landlord or the owner of the Building and Lands
         and payable by the Landlord on account of its interest in the
         Building and the Lands or any part thereof, or its interest in or
         capital employed in the Building and the Lands, as the case may be.

         "COMMENCEMENT DATE" means April 1, 1995.

         "COMMON AREA FACILITIES" means all facilities, improvements,
         installations, utilities and equipment located in the Building or the
         Lands immediately surrounding the Building.

         "COMMON AREAS" means those areas, facilities, utilities,
         improvements, equipment and installations comprising the Lands and
         Building and which are not leased or designated for lease to tenants
         but are provided to be used in common by (or by the sublessees,
         agents, employees, customers or licensees of) the Landlord, the
         Tenant, and other tenants of the Building and other buildings on the
         Lands, whether or not the same are open to the general public or a
         specific tenant of the Building, and include, but are not limited
         to, parking areas and all vestibules for and entrances and exits
         thereto; driveways, truckways and related areas; corridors and
         underground or above ground tunnels or passageways; stairways,
         escalators, ramps, and elevators and other transportation equipment
         and systems; tenant, common and public washrooms; telephone, meter,
         valve, mechanical, mail, storage, service and janitor rooms; fire
         prevention, security and communication systems, any fixtures,
         chattels, systems, decor, signs, facilities, or landscaping and
         planted areas contained therein or maintained or used in connection
         therewith.

         "COST OF ADDITIONAL SERVICES" shall mean in the case of Additional
         Services provided by the Landlord a reasonable charge made therefor
         by the Landlord which shall not exceed the cost of obtaining such
         services from independent contractors and in the case of Additional
         Services provided by independent contractors the Landlord's total
         cost of providing Additional Services to the Tenant including the
         proportionate cost of all direct labour (including salaries, wages
         and fringe benefits) and materials and other direct expenses
         incurred, the cost of supervision without duplication or profit and
         other expenses reasonably allocated thereto.

         "INSURED DAMAGE" means that part of any damage occurring to the
         Leased Premises of which the entire cost of repair is actually
         recovered by the Landlord under a policy of insurance in respect of
         fire and other perils from time to time effected by the Landlord, or
         for which the Landlord has self-insured under Section 9.1 herein.

         "LAND" means those lands described in Schedule "A" attached
         hereto.

         "LEASE" means this lease between the Landlord and the Tenant,
         and all amendments hereto.

         "LEASEHOLD IMPROVEMENTS" means all fixtures, improvements,
         installations, alterations and additions from time to time made,
         erected or installed by or on behalf of the Tenant or by or on
         behalf of any other previous occupant in the Leased Premises
         (including the Landlord) with the exception of trade fixtures,
         furniture and equipment, (not of the nature of fixtures), modular
         office furniture systems, improvements of a cosmetic nature such as
         rugs (but not broadloom), decorations and other improvements
         moveable without the use of tools, but Leasehold Improvements
         include all office partitions however affixed and includes
         wall-to-wall and other

<PAGE>


                                                                             3


         carpeting with the exception of such carpeting where laid over vinyl
         tile or other finished floor and affixed so as to be readily
         removable without damage.

         "LEASED PREMISES" means approximately 9,537 square feet of Rentable
         Area on the 7th floor of the Building known as suite 701, as outlined
         in red on the plans attached as Schedule "B".

         "NORMAL BUSINESS HOURS" means the hours of 7:00 a.m. to 7:00
         p.m. Monday to Friday, except public holidays.

         "OPERATING COSTS" means the total of all expenses, costs, and outlays
         incurred in the complete maintenance, repair and operation of the
         Building and Common Area Facilities, whether incurred by or on behalf
         of the Landlord and calculated without profit (other than the
         management fee) or duplication, and subject to Section 14.10, in
         accordance with generally accepted accounting principles:

         (i)      Operating Costs shall include without limiting the
                  generality of the foregoing (but subject to certain
                  deductions as hereinafter provided), the cost of
                  providing complete cleaning and janitorial services, the
                  cost of building supplies used in the maintenance of the
                  Building, Attic Stock, maintenance services, exterior
                  landscaping, snow removal, garbage and waste collection
                  and disposal, rental of equipment and signs, janitorial
                  services to the Common Areas of the Building, the cost of
                  operating elevators, the cost of heating, cooling and
                  ventilating all space including both rentable and non-
                  rentable areas, the cost of providing hot and cold water,
                  electricity (including lighting), and the replacement of
                  electric light bulb tubes, starters and ballasts,
                  telephone and other utilities and services to both
                  rentable and non-rentable areas, the cost of all repairs
                  including repairs to the Building or services in the
                  Building or Common Area Facilities including elevators,
                  the cost of window cleaning, and providing security (if
                  any), the cost of all insurance for liability or fire or
                  other casualties referred to in Article 9.1, accounting
                  costs incurred in connection with maintenance and
                  operation including computations required for the
                  imposition of charges to the Tenant and audit charges
                  required to be incurred for the conclusive determination
                  of any costs hereunder, reasonable legal fees, the amount
                  of all salaries (only to the extent that such salaries or
                  a proportion thereof, relate directly to the Building),
                  wages and fringe benefits, unemployment and workers
                  compensation insurance premiums, pension plan
                  contributions and other similar premiums and
                  contributions paid or provided to employees directly or
                  a reasonable proportion thereof engaged in the
                  maintenance, repair or operation of the Building, amounts
                  paid to independent contractors for any services in
                  connection with such maintenance, repair or operation,
                  the reasonable cost of management fees, and other
                  indirect expenses to the extent allocable to the
                  maintenance, repair and operation of the Building and
                  Common Area Facilities and all other reasonable expense
                  of every nature incurred in connection with the
                  maintenance, repair and operation of the Building and
                  Common Area Facilities; and

         (ii)     Operating Costs shall exclude debt service, and all
                  management costs not allocable to the actual maintenance,
                  repair and operation of the Building (such as that incurred
                  in connection with leasing and rental advertising).

         Notwithstanding anything contained herein, Operating Costs shall not
         include:

<PAGE>


                                                                             4


         (a)      interest and principal payments on outstanding financing
                  of the Landlord, and any other debt costs of the
                  Landlord;

         (b)      payments under any ground lease;

         (c)      costs or expenses incurred with respect to the acquisition,
                  development, construction, furnishing and original
                  landscaping of the Building and any expansion thereof;

         (d)      depreciation;

         (e)      save and except as permitted by Section 14.10, costs and
                  expenses properly chargeable to capital account including,
                  without limitation, the cost of repairs of a structural
                  nature;

         (f)      costs or expenses resulting from any inadequacy in the
                  design or construction of the Building or with respect to
                  poor workmanship or materials in connection with such
                  construction;

         (g)      costs of repairs done by the Landlord and for which the
                  Landlord has been or is to be reimbursed either as a result
                  of an insurance claim or otherwise;

         (h)      costs of alterations or improvements to the Leased Premises
                  or the premises of other tenants in the Building and
                  corresponding costs as to premises occupied or to be
                  occupied by the Landlord, except as they relate to premises
                  occupied by the Landlord in the performance of its function
                  as landlord and manager of the Building;

         (i)      commissions, fees and all other expenses incurred in
                  connection with marketing or leasing the Building or any
                  part thereof, including without limitation the cost of work
                  which the Landlord does in any other leased premises in the
                  Building for the purpose of obtaining a new tenant of such
                  premises or for the purposes of obtaining a renewal;

         (j)      amounts for which the Landlord is reimbursed by tenants or
                  third parties including, without limitation, insurance
                  premiums chargeable to tenants other than pursuant to this
                  definition;

         (k)      any bad debt loss, rent loss or reserves for bad debts or
                  rent loss;

         (l)      any amount paid as a fine or a penalty as a result of a
                  violation of law (provided such violation of law was not
                  caused by or contributed to by the Tenant), or the payment
                  of which constitutes a violation of law, or the
                  reimbursement of which would constitute a violation of law;

         (m)      all costs incurred in connection with the rectification of
                  any work done by the Landlord in the Leased Premises or in
                  the Building which did not comply with and conform to every
                  applicable statute, law, by-law, and regulation, provided
                  such non-compliance is not attributable to the Tenant or
                  those for whom the Tenant is in law responsible or the
                  Tenant's use and occupancy of the Leased Premises;

         (n)      income taxes and other taxes personal to the Landlord;

         (o)      sales tax, goods and services tax, value added tax or any
                  similar tax;

         (p)      the cost of any insurance premiums relating to risks or
                  amounts which are not normally insured against by reasonably
                  prudent owners of similar buildings;

<PAGE>


                                                                             5


         (q)      the amount of insurance premiums to the extent they are
                  payable in respect of insurance coverage arranged by the
                  Landlord on behalf of a specific tenant of the Building and to
                  the extent such coverage is not provided for in this Lease;

         (r)      the cost of any payment which the Landlord is obligated to
                  make pursuant to an agreement to indemnify any person;

         (s)      Capital Tax;

         (t)      operating costs which are recovered from insurance proceeds or
                  which would be recoverable assuming compliance by the Landlord
                  with its insurance obligations under this Lease;

         (u)      costs covered by warranties or guarantees;

         (v)      charges for services rendered or materials furnished to or
                  part of any special arrangement with any specific tenant or
                  tenants of the Building;

         (w)      any cost which would otherwise be included in Operating Costs,
                  but consists of an amount paid to a corporate affiliate,
                  parent or subsidiary of the Landlord, to the extent such
                  amount is in excess of the fair market value of the said item
                  or service where the expense incurred in an arms-length
                  transaction; and

         (x)      amounts which are deducted from the calculation of Operating
                  Costs in other tenant's leases.

         "PROPERTY" means the Land and Building.

         "PROPORTIONATE SHARE" shall mean the fraction which has as its
         numerator the Rentable Area of the Leased Premises and has as its
         denominator the total Rentable Area of the Building. The total Rentable
         Area of the Leased Premises shall be adjusted from time to time, as may
         be reasonably necessary, to give effect to any structural or functional
         changes affecting the calculation of total Rentable Areas.

         "RENT"  means Base Rent and Additional Rent.

         "RENTABLE AREA" in this Lease means:

         (i)      in the case of a single tenancy on a whole floor of the
                  Building, all areas within the inside finished surface of
                  the dominant portion of the permanent outer Building
                  walls and shall be computed by measuring the inside
                  finished surface of the dominant portion of the permanent
                  outer Building walls and shall include Service Areas and
                  any special stairs and/or elevators for the specific sole
                  use of that floor, but excluding stairs, elevator shafts,
                  flues, pipe shafts and vertical ducts and the like and
                  their enclosing walls (the "VERTICAL OPENINGS"), with no
                  deductions for columns or projections necessary to the
                  Building plus a gross-up factor for ground floor services
                  in common with other tenants, including, but not limited
                  to vestibules, corridors, elevator lobbies, mechanical,
                  electrical, telephone, mail, garbage and janitor's rooms,
                  such factor to be based upon a ratio which the ground
                  floor Service Areas of the Building bears to the gross
                  floor area, less Vertical Openings of the Building; and

         (ii)     in the case of a floor of the Building to be occupied by
                  more than one tenant, all areas from the inside finished
                  surface of the dominant portion of the permanent outer
                  Building walls to the Tenant's side of corridors and/or
                  other permanent interior walls and to the centre of
                  demising partitions which separate the area occupied from
                  adjoining rentable premises, herein referred to as the
                  "USABLE AREA", plus a gross-up factor for the Service



<PAGE>


                                                                             6

                  Areas on the floor in common with other tenants on the
                  same floor, including, but not limited to, corridors,
                  elevator lobbies, mechanical, electrical, telephone and
                  janitor's rooms exclusively serving the floor, such
                  factor to be based upon a ratio which the Service Areas
                  of the floor bear to the sum of the Usable Area of the
                  floor, plus an additional gross-up factor for ground
                  floor services in common with other tenants, including,
                  but not limited to, vestibules, corridors, elevator
                  lobbies, mechanical, electrical, telephone, mail, garbage
                  and janitor's rooms, such factor to be based upon a ratio
                  which the ground floor Service Areas of the Building
                  bears to the gross floor area, less Vertical Openings of
                  the Building.

         "RULES AND REGULATIONS"  means the rules and regulations
         attached as Schedule "C".

         "SERVICE AREAS" shall mean the area of corridors, elevator, lobbies,
         service elevator lobbies, washrooms, air-cooling rooms, fan rooms,
         janitor's closets, telephone and electrical closets and other closets
         serving the Leased Premises in common with other premises on the same
         floor.

         "TAXES" means all taxes, rates, duties, levies and assessments
         whatsoever, whether municipal, parliamentary or otherwise, levied,
         imposed or assessed against the Building, Common Areas or Common Area
         Facilities or upon the Landlord in respect thereof, excluding Capital
         Tax, Large Corporations Tax and commercial concentration tax, or from
         time to time levied, imposed or assessed in the future in lieu thereof,
         whether now contemplated or not, and those levied, imposed or assessed
         for education, schools and local improvements and including all costs
         and expenses (including reasonable legal and other professional fees),
         incurred by the Landlord in good faith in contesting, resisting or
         appealing any taxes, rates, duties, levies or assessments, but
         excluding taxes and license fees in respect of any business carried on
         by tenants and occupants of the Building (including the Landlord) to
         the extent such taxes are not levied in lieu of taxes, rates, duties,
         levies and assessments against the Building or upon the Landlord in
         respect thereof, and shall also include any and all taxes which may in
         future be levied in lieu of taxes as hereinbefore defined.

         "TERM" means the term of the Lease stipulated in paragraph 2.2.

         "UTILITIES" means electricity as described in Article 6.2, natural gas
         and any other utility required in the operation of the Building.

                   ARTICLE II - LEASE TERM AND PAYMENTS

2.1      DEMISE. In consideration of the rents, covenants and agreements
         hereinafter reserved and contained, the Landlord hereby leases to the
         Tenant, for the exclusive use of the Tenant, the Leased Premises for
         the Term.

2.2      TERM. The Lease shall have a term of five (5) years commencing on April
         1, 1995 and ending March 31, 2000, unless such term shall be sooner
         terminated as hereinafter provided.

2.3      BASE RENT. Subject to the provisions of section 14.9 hereof the
         Tenant shall pay yearly and every year during the within Term the
         sum of             of lawful money of Canada in twelve (12) equal
         monthly instalments of            , in advance, the first of such
         instalment to become due and payable on April 1, 1995 (the "BASE
         RENTAL").

<PAGE>


                                                                             7

         The aforesaid annual Base Rent is calculated on the basis of the
         Rentable Area of the Leased Premises being 9,537 square feet at a
         rate of        for each square foot of Rentable Area.

         The parties hereto acknowledge and agree that       of the Base Rental
         rate noted above has been included in lieu of the Tenant not paying a
         Proportionate Share of Capital Tax and Large Corporations Tax as part
         of Taxes and not paying a Proportionate Share of depreciation of
         systems and equipment as part of Operating Costs. It is further agreed
         that upon this Lease becoming extended whether pursuant to Section 14.3
         hereof or otherwise, there shall be added to the determined Base Rental
         rate for the extension term, a corresponding amount of the then current
         amount charged by the Landlord under its leases in the Building for
         Capital Tax, Large Corporations Tax and depreciation of systems and
         equipment of the Building.

         The Landlord represents and warrants that the Rentable Area of the
         Leased Premises is 9,537 square feet and the Landlord, at its cost,
         covenants and agrees to deliver a certificate in respect thereof,
         signed by the Landlord's architect, prior to the Commencement Date.

         IF THE TERM COMMENCES on any day other than the first or ends on any
         day other than the last day of the month, the Base Rental and
         additional rental for the fractions of a month at the commencement and
         at the end of the Term shall be adjusted pro rata. All Base Rental
         payments shall be payable on the first of each month.

2.4      PREPAID RENT. The Landlord acknowledges receipt of the sum of
                    including GST, representing payment on account of the Rents
         due herein for the months of April, May and part of June, 1995.

                   ARTICLE III - LANDLORD AND TENANT COVENANTS

3.1      LANDLORD COVENANTS. The Landlord covenants with the Tenant:

         (a)      QUIET ENJOYMENT.  To provide for quiet enjoyment.

         (b)      INTERIOR CLIMATE CONTROL. To provide to the Leased Premises
                  during Normal Business Hours, processed air by means of a
                  system for heating and cooling, filtering and circulating,
                  processed in such quantities, and at such temperatures as
                  shall be reasonable in accordance with good standards of
                  interior climate control generally pertaining to normal
                  occupancy of premises for office purposes. The Landlord shall
                  have no responsibility for inadequacy of the performance of
                  the said system if the Leased Premises depart from the design
                  criteria.

         (c)      ELEVATORS. Subject to the supervision of the Landlord and
                  except when repairs are being made thereto, to furnish for use
                  by the Tenant and its employees and invitees in common with
                  other persons entitled thereto reasonable standards of
                  passenger elevator service to the Leased Premises. The Tenant
                  shall be responsible for any damages caused to the elevator as
                  a result of taking possession or giving up possession of the
                  Leased Premises and shall pay such costs forthwith upon demand
                  as Additional Rent.

         (d)      ENTRANCES LOBBYS, ETC.. To permit the Tenant and its
                  employees and invitees to have the use in common with
                  others entitled thereto of the common entrances, lobbies,
                  stairways, elevators and corridors of the Building giving
                  access to the Leased Premises (subject to the Rules and
                  Regulations and such other reasonable limitations as the
                  Landlord may from time to time impose).

<PAGE>


                                                                             8


         (e)      WASHROOMS. To permit the Tenant and its employees and
                  invitees, in common with others entitled thereto to use the
                  washrooms available to the Leased Premises on each floor of
                  the Building upon which any part of the Leased Premises is
                  located.

         (f)      JANITOR SERVICE. To cause the floors and windows of the Leased
                  Premises to be swept and cleaned and the desks, tables and
                  other furniture of the Tenant to be dusted once per business
                  day, all in keeping with a first-class office building, such
                  work shall be done at the Landlord's direction without
                  interference by the Tenant, its servants or employees.

         (g)      MAINTENANCE OF COMMON AREAS. To cause the elevators, common
                  entrances, lobbies, stairways, corridors, washrooms and other
                  parts of the Building from time to time provided for common
                  use and enjoyment to be swept, cleaned or otherwise maintained
                  substantially in keeping with a first-class office building.

         The Landlord further covenants with the Tenant as follows, subject to
         chargeback if permitted by the terms of this Lease:

         (i)      to observe and perform all of the covenants and
                  obligations of the Landlord under this Lease;

         (ii)     to operate, maintain, clean, light, heat, ventilate and
                  air-condition (during Normal Business Hours), supervise and
                  regulate the Common Areas and the Common Area Facilities as a
                  prudent owner of a first-class building would do;

         (iii)    to provide security services for the Building;

         (iv)     to repair and maintain the Common Areas and the Common Area
                  Facilities, the Building and the Lands, including all external
                  and structural parts of the Building, with reasonable dispatch
                  and in a good and workmanlike manner, and so as to keep the
                  Building in good condition and repair as a prudent owner of a
                  first-class building would do;

         (v)      to promptly pay and discharge, on or before the times and
                  in such manner as may be necessary to prevent any default
                  which would give rise to any remedy which would result in
                  interference with the interests of the Tenant in the
                  Leased Premises, all payments (other than payments which
                  are required by reason of any act or default of the
                  Tenant or those for whom it is in law responsible)
                  required to be paid pursuant to any contract,
                  construction lien, lien, privilege, mortgage, charge or
                  encumbrance affecting the Leased Premises;

         (vi)     the Landlord shall, with respect to the Lands and that
                  portion of the Building which does not include the Leased
                  Premises:  (1) maintain the Building and all electrical,
                  mechanical and plumbing systems in the Building in good
                  order and condition consistent with the standards
                  maintained in buildings in Metropolitan Toronto of
                  similar location and character as the Building; (2)
                  maintain in such good order and condition as would a
                  prudent owner, the roadways, sidewalks, parking areas and
                  grounds forming part of the Lands; (3) keep the roadways
                  and parking areas forming part of the Lands reasonably
                  free of snow and ice; and (4) heat the Building to the
                  extent necessary for the conduct by tenants of their
                  businesses;

         (vii)    the Landlord is the beneficial and legal owner of the Leased
                  Premises, the Building and the Land and has
                  authority to enter into this Lease; and


<PAGE>


                                                                             9


         (viii)   the Landlord shall comply at all times with any law, by-law,
                  ordinance, order, rule, regulation or requirement of any
                  federal, provincial or municipal government or any department,
                  commission, board or office thereof which relate to or affect
                  the Leased Premises, the Building and/or the Lands.

3.2      TENANT COVENANTS.  The Tenant covenants with the Landlord:

         (a)      RENT.  To pay Base Rent and Additional Rent.

         (b)      PERMITTED USE. To use the Leased Premises only for the purpose
                  of any lawful business or office undertaking and not to use or
                  permit to be used the Leased Premises or any part thereof for
                  any other purpose or business.

         (c)      WASTE AND NUISANCE. Not to commit or permit any waste, damage
                  or injury to the Leased Premises including the Leasehold
                  Improvements and trade fixtures therein, reasonable wear and
                  tear excluded, any overloading of the floors thereof, any
                  nuisance therein or any use or manner of use causing
                  unreasonable annoyance to other tenants and occupants of the
                  Building.

         (d)      CONDITION. Not to permit the Leased Premises to become
                  hazardous or permit unreasonable quantities of waste or refuse
                  to accumulate therein and at the end of each business day to
                  leave the Leased Premises in a condition such as to reasonably
                  facilitate the performance of the Landlord's janitor and
                  cleaning services referred to herein.

         (e)      BY-LAWS. To comply at its own expense with all municipal,
                  federal, provincial, sanitary, fire, building and safety
                  statutes, laws, by-laws, regulations, ordinances, orders or
                  regulations pertaining to the operation and use of the Leased
                  Premises, the condition of the Leasehold Improvements, trade
                  fixtures, furniture and equipment installed by the Tenant
                  therein and the making by the Tenant of any repairs, changes
                  or improvements therein.

         (f)      FIRE EXIT DOORS. To permit the installation by the Landlord of
                  all doors in the exterior wall of the Leased Premises
                  necessary to comply with the requirements of any statute, law,
                  by-law, regulation, ordinance, order or regulation.

         (g)      RULES AND REGULATIONS. To observe and to cause its employees,
                  invitees and others over whom the Tenant can reasonably be
                  expected to exercise control, the Rules and Regulations and
                  such further and other reasonable rules and regulations and
                  amendments and changes therein as may hereafter be made by the
                  Landlord and notified to the Tenant.

         (h)      OVERHOLDING.  That in the event that the Tenant remains in
                  possession of the Leased Premises after the termination of
                  the original Term hereby created, without other special
                  agreement, it shall be at the monthly base rent equal to
                  the Base Rent and Additional Rent payable during the last
                  month of the Term hereof, times two, payable on the first
                  day of each and every month and subject in other respects
                  to the terms of this Lease, including those provisions
                  requiring the payment of Base Rent and Additional Rent in
                  monthly instalments.

3.3      SIGNS AND DIRECTORY. The Tenant covenants not to permit, paint,
         display, inscribe, place or affix any sign, symbol, notice or
         lettering of any kind anywhere outside the Leased Premises (whether
         on the outside or inside of the Building) or within the Leased
         Premises so as to be visible from the outside of the Leased
         Premises, with the exception only of an identification sign at or
         near the entrance to the Leased

<PAGE>

                                                                             10

         Premises, a directory listing in the main lobby of the Building, and
         corporate identification on the podium sign fronting on to 16th
         Avenue, in each case containing only the name of the Tenant and to
         be subject to the approval of the Landlord, not to be unreasonably
         withheld or delayed, as to size, location, content and design
         criteria as established by the Landlord. Such identification sign,
         directory listing and podium signage shall be installed by the
         Landlord at the expense of the Tenant, which expense shall be the
         invoice cost plus 15% for an administration fee. The Landlord's
         acceptance of any name for listing upon the directory will not be
         deemed, nor will it substitute for the Landlord's consent if
         required by this Lease to any sublease, assignment or other
         occupancy of the Leased Premises.

3.4      INSPECTION AND ACCESS. The Landlord shall be permitted to enter and to
         have its authorized agents, employees and contractors enter the Leased
         Premises, for the purpose of inspection, window cleaning, maintenance,
         providing janitor service, making repairs, alterations or improvements
         to the Leased Premises or the Building, or to have access to utilities
         and services and access panels which the Tenant agrees not to obstruct,
         or to determine the electric light and power consumption by the Tenant
         in the Leased Premises and the Tenant shall provide free and unhampered
         access for such purposes and shall not be entitled to compensation for
         any inconvenience, nuisance, discomfort or loss caused thereby, but the
         Landlord, in exercising its rights hereunder, shall proceed to the
         extent reasonably possible so as to minimize interference with the
         Tenant's use and enjoyment of the Leased Premises.

3.5      EXHIBITING PREMISES. The Landlord and its authorized agents and
         employees shall be permitted entry to the Leased Premises during the
         last six (6) months of the term for the purpose of exhibiting them to
         prospective tenants or at any time for the purposes of arranging
         financing for the Building.

3.6      LANDLORD'S CONTROL. The Tenant acknowledges that the Common Area
         Facilities are at all times subject to the exclusive control and
         operation of the Landlord, and the Landlord shall have the right to
         construct improvements, alterations and additions thereto and to
         relocate the various facilities thereon.

3.7      BANK REFERENCES. The Tenant will, at the request of the Landlord,
         supply bank references to the Landlord or to the mortgagees, if any, on
         the said lands or a prospective mortgagee.

                        ARTICLE IV - REPAIR AND DAMAGE

4.1      TENANT'S REPAIRS. The Tenant covenants with the Landlord:

         (a)      to keep the Leased Premises in a good and reasonable state of
                  repair and consistent with the general standards of
                  first-class office buildings in Metropolitan Toronto, to
                  perform all repairs and replacements as a prudent tenant would
                  do (reasonable wear and tear excepted) to the Leased Premises
                  including all Leasehold Improvements and all trade fixtures
                  therein and all glass therein.

         (b)      that the Landlord may enter and view the state of repair from
                  time to time and that the Tenant will repair if required to do
                  so pursuant to the terms of this Lease, according to notice in
                  writing and that the Tenant will leave the Leased Premises in
                  a good and reasonable state of repair.

         (c)      that if any part of the Building other than the Leased
                  Premises becomes out of repair, damaged or destroyed
                  through the negligence or misuse of the Tenant or its

<PAGE>


                                                                             11

                  employees, invitees or others over whom the Tenant can
                  reasonably be expected to exercise control, the expense of
                  repairs or replacements thereto necessitated thereby shall
                  be the responsibility of the Tenant.

         Notwithstanding the foregoing or anything else contained herein, the
         Landlord agrees that the Tenant's obligations under this Lease shall
         not include reasonable wear and tear to the Leased Premises and
         maintenance, repairs or replacements:

         (i)      necessitated due to damage by fire, lightning, tempest or
                  other casualties;

         (ii)     necessitated due to the negligent or wilful acts or omissions
                  of the Landlord or those for whom it is in law responsible;

         (iii)    to any structural portion of the Building or the Leased
                  Premises, including the exterior walls, the roof, roof
                  structure and roof membrane;

         (iv)     necessitated due to structural defect or weaknesses or
                  improper or faulty workmanship, construction, design or
                  materials;

         (v)      to the extent same are covered by insurance maintained or
                  otherwise required to be maintained by the Landlord hereunder;
                  or

         (vi)     to the mechanical, electrical and base building systems,
                  subject to chargeback to the Tenant if permitted under this
                  Lease,

         which shall all be the Landlord's responsibility at the Landlord's sole
         expense in addition to the Landlord's other obligations pursuant to
         this Lease.

4.2      ABATEMENT AND TERMINATION. It is agreed between the Landlord and the
         Tenant that:

         (a)      In the event of damage to the Leased Premises or to the
                  Building affecting access or services essential to the
                  conduct of business in the Leased Premises and if the
                  damage is such that the Leased Premises or any substantial
                  part thereof is rendered not reasonably capable of use and
                  occupancy by the Tenant for the purposes of its business
                  for any period of time in excess of 10 days, then

                  (i)      unless the damage was caused by the misuse, fault,
                           negligence of the Tenant or its employees,
                           invitees or others under its control, from and
                           after the date of occurrence of the damage and
                           until the Leased Premises are again reasonably
                           capable of use and occupancy as aforesaid, Rent
                           shall abate from time to time in proportion to the
                           part or parts of the Leased Premises not
                           reasonably capable of such use and occupancy, and

                  (ii)     unless this Lease is terminated as hereinafter
                           provided, the Landlord or the Tenant as the case
                           may be (according to the nature of the damage and
                           their respective obligations to repair as provided
                           herein, it being understood that the Tenant shall
                           have the obligation to repair and replace all
                           Leasehold Improvements and all Tenant's trade
                           fixtures) shall repair such damage with all
                           reasonable diligence, but to the extent that any
                           part of the Leased Premises is not reasonably
                           capable of such use and occupancy by reason of
                           damage which the Tenant is obligated to repair
                           hereunder, any abatement of Rent to which the
                           Tenant is otherwise entitled hereunder shall not

<PAGE>

                                                                             12



                           extend later than the time by which repairs by the
                           Tenant ought to have been completed with
                           reasonable diligence; and

         (b)      if either the entire or substantially all of the Leased
                  Premises, or premises whether of the Tenant or other
                  tenants of the Building comprising in the aggregate 50% or
                  more of the Rentable Area of the Building are substantially
                  damaged or destroyed by any cause to such an extent in the
                  reasonable opinion of the Landlord cannot be repaired or
                  rebuilt within 180 days after the occurrence of the damage
                  or destruction, the Landlord may at its option, exercisable
                  by written notice to the Tenant given within 30 days after
                  the occurrence of such damage or destruction terminate this
                  Lease in which event neither the Landlord nor the Tenant
                  shall be bound to repair as provided herein  and the Tenant
                  shall instead deliver up possession of the Leased Premises
                  to the Landlord with reasonable expedition but in any event
                  within 60 days after delivery of such notice of termination
                  and Rent shall be apportioned and paid to the date upon
                  which possession is so delivered up (but, subject to any
                  abatement to which the Tenant may be entitled under
                  paragraph (a) of this clause 4.2 by reason of the Leased
                  Premises having been rendered in whole or in part not
                  reasonably capable of use and occupancy), but otherwise the
                  Landlord or the Tenant as the case may be (according to the
                  nature of the damage and their respective obligations to
                  repair described in 4.2 (a) (ii)) shall repair such damage
                  with reasonable diligence. Notwithstanding the foregoing,
                  it is understood and agreed that in the event damage or
                  destruction should occur to the Premises during the last
                  year of the tenancy to the degree that the Tenant cannot
                  continue to occupy the Premises, the Tenant shall then have
                  the mutual right to terminate the Lease by notice given to
                  the Landlord, unless the Tenant exercises its right to
                  extend the Lease in which case the Tenant shall reoccupy
                  the Leased Premises once the damage or destruction has been
                  made good.

                   ARTICLE V - TAXES AND OPERATING COSTS

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

5.2      LANDLORD'S TAX OBLIGATIONS. The Landlord covenants with the Tenant,
         subject to the provisions herein, to pay all Taxes promptly when due to
         the taxing authority or authorities having jurisdiction.

5.3      TENANT'S TAX OBLIGATIONS. The Tenant covenants with the
         Landlord:

         (i)      to pay promptly when due to the taxing authority or
                  authorities having jurisdiction all taxes, rates, duties,
                  levies and assessments whatsoever, whether municipal,
                  parliamentary or otherwise, levied, imposed or assessed in
                  respect of any and every business carried on by the Tenant,
                  subtenants, licensees, or other occupants of the Leased
                  Premises or in respect of the use or occupancy thereof
                  (including licence fees); and

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                                                                             13

         (ii)     to pay promptly to the Landlord when demanded or otherwise due
                  hereunder:

                  (1)      all Taxes charged in respect of all Leasehold
                           Improvements and trade fixtures and all furniture and
                           equipment made, owned or installed by or on behalf of
                           the Tenant in the Leased Premises as Additional Rent;

                  (2)      if by reason of the act, election or religion of the
                           Tenant or any subtenant, licensee or occupant of the
                           Leased Premises, the Leased Premises or any part of
                           them shall be assessed for the support of Separate
                           Schools, the amount by which the Taxes so payable
                           exceed those which would have been payable if the
                           Leased Premises had been assessed for the support of
                           Public Schools; and

                  (3)      the Tenant's Proportionate Share of Taxes as
                           Additional Rent in the manner stipulated herein.

         (iii)    notwithstanding any other provisions of this Lease to the
                  contrary, the Tenant shall pay to the Landlord, at such times
                  and in such manner as the Landlord may direct, without
                  duplication, an amount equal to all goods and service taxes,
                  sales taxes, value-added taxes or any other taxes imposed with
                  respect to Base Rent, Additional Rent or other amounts payable
                  by the Tenant to the Landlord under this Lease, howsoever such
                  taxes are characterized. The amount payable by the Tenant
                  hereunder shall not be deemed to be Base Rent or Additional
                  Rent but the Landlord shall have all of the same rights and
                  remedies for recovery of same as it has for recovery of Base
                  Rent and Additional Rent hereunder.

         Whenever requested by the Landlord the Tenant will deliver to it
         receipts for payment of all taxes, rates, duties, levies and
         assessments payable by the Tenant hereof and furnish such other
         information in connection therewith as the Landlord may reasonably
         require.

         The Tenant shall have the right to contest at its own expense by
         appropriate legal proceedings, the validity of any tax, rate, including
         local improvement rates, assessment or other charges in respect of the
         Leased Premises or the use and occupancy thereof or any other part of
         the Building or the Lands by the Tenant, provided the Tenant forthwith
         pays the same under protest to the City of Richmond Hill (the "CITY")
         or furnishes to the City sufficient security by bond or otherwise to
         ensure the payment of same. Should, as a result of such contestations,
         the amount of the Taxes payable hereunder by the Tenant be decreased as
         a result of such contestation or appeal, the Landlord hereby agrees to
         promptly reimburse the Tenant accordingly to the extent such overpaid
         amounts have been paid, when reimbursed to the Landlord.

5.4      METHOD OF PAYMENT OF TAXES. The Tax payments required to be made by
         the Tenant to the Landlord under the provisions of 5.3 (ii) herein
         shall be estimated by the Landlord, and the Tenant shall pay to the
         Landlord in addition to the monthly payments of Base Rent
         hereinbefore reserved, one-ninth of the estimated annual tax
         payments in the months of January to September, both inclusive, in
         each calendar year with an adjustment being made when the property
         tax bill respecting the Building is received by the Landlord for
         each year. The Tenant shall within sixty (60) days of being invoiced
         pay to the Landlord such additional sums as may be required in order
         that out of such monthly additional payments, the Landlord may pay
         the whole amount of the annual taxes as the instalments thereof fall
         due; and if the monthly additional payments so paid by the Tenant to
         the Landlord exceed in total the Tenant's Proportionate Share of the
         annual property tax bill with respect to the Building and Lands of
         which the Leased

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                                                                             14

         Premises form part, then the excess shall be adjusted by the
         Landlord in favour of the Tenant by applying such excess on account
         of the next ensuing rental payments due (following the issue of the
         yearly statement) and such next ensuing rental payments shall be
         reduced by such excess accordingly. The Landlord shall forward to
         the Tenant copies of all notices or tax bills relating to the
         imposition of property taxes or other charges required hereunder to
         be paid as to part or all thereof by the Tenant. In the event that
         the Landlord is unable to obtain or determine a separate allocation
         of taxes payable by the Tenant under this Lease, the Landlord shall
         have the right to make an allocation, but shall be obligated to act
         reasonably and not arbitrarily.

5.5      OPERATING COSTS. During the Term of this Lease, the Tenant shall pay to
         the Landlord its Proportionate Share of Operating Costs. Prior to the
         commencement of the Term of this Lease and the commencement of each
         fiscal period selected by the Landlord thereafter which commences
         during the Term the Landlord shall estimate the amount of Operating
         Costs and the Tenant's Proportionate Share thereof for the ensuing
         fiscal period or (if applicable) broken portion thereof, as the case
         may be, and notify the Tenant in writing of such estimate. The amount
         so estimated shall be payable in equal monthly instalments in advance
         over the fiscal period or broken portion thereof in question, each such
         instalment being payable on each monthly rental payment date provided
         in clause 2.3. The Landlord may from time to time alter the fiscal
         period selected, in which case, and in the case where only a broken
         portion of a fiscal period is included with the Term, the appropriate
         adjustment in monthly payments shall be made. From time to time during
         a fiscal period the Landlord may re-estimate the amount of Operating
         Costs and the Tenant's Proportionate Share thereof, in which event the
         Landlord shall notify the Tenant in writing of such re-estimate and
         fixed monthly instalments for the then remaining balance of such fiscal
         period or broken portion thereof such that, after giving credit for
         instalments paid by the Tenant on the basis of the previous estimate or
         estimates, the Tenant's entire Proportionate Share of Operating Costs
         will have been paid during such fiscal period or broken period thereof.
         As soon as practicable after the expiration of each fiscal period the
         Landlord shall make a final determination of Operating Costs and the
         Tenant's Proportionate Share thereof for such fiscal period or (if
         applicable) broken portion thereof and shall provide a statement to the
         Tenant and the parties shall make the appropriate readjustment. Each 12
         month period ending December 31st shall be deemed to be an accounting
         year for adjusting the said Operating Costs and within 120 days after
         the end of each such accounting year, the Landlord shall compute the
         said costs for such accounting year and the Proportionate Share of the
         Tenant therefor and shall submit to the Tenant a statement to reflect
         the Operating Costs specifically permitted under this Lease, and the
         said Proportionate Share thereof shall be borne by the Tenant. To the
         extent that the Tenant's Proportionate Share of such costs for such
         accounting year shall be greater than the total amount actually paid by
         the Tenant by said monthly payments in respect of such year the
         difference shall be paid by the Tenant to the Landlord within thirty
         (30) days after receipt by the Tenant of such statement. Any excess
         payments shall be applied by reducing the next ensuing rental
         payment(s) by the amount of such excess. The said accounting period may
         be modified by the Landlord if reasonably necessary.

         The Landlord shall keep proper and sufficient records of all its costs
         relating to Additional Rent and the Tenant shall have the right at any
         time during the Term and any extensions thereof and up to 2 years
         following expiration of the tenancy, to claim a readjustment in respect
         of any item of Additional Rent. For this purpose, the Tenant shall have
         the right during such times to review all invoices, receipts and other
         records used by the Landlord in the calculation of Additional Rent

<PAGE>


                                                                             15

         relating to the Leased Premises, such review to take place at the
         Landlord's offices and upon seven (7) business days' prior written
         notice by the Tenant to the Landlord.

5.6      PAYMENT OF ADDITIONAL RENT. Any Additional Rent provided for under this
         Lease unless otherwise provided herein, shall become due with each
         instalment of monthly Base Rent.

                  ARTICLE VI- UTILITIES AND ADDITIONAL SERVICES

6.1      WATER AND TELEPHONE. The Landlord shall furnish appropriate openings
         for bringing telephone services to the Leased Premises and shall
         provide hot and cold water to washrooms in the Leased Premises and to
         washrooms available for the Tenant's use in common with others entitled
         thereto.

6.2      ELECTRICITY. The Tenant shall pay throughout the Term promptly to the
         Landlord (unless paid directly to Hydro authorities pursuant to
         separate billing) as Additional Rent when demanded:

         (i)      The cost of electric light and power supplied to the Leased
                  Premises monthly based on the electric light and power
                  requirements of the Tenant on a pro rata basis as determined
                  from time to time during the Term by the Landlord acting
                  reasonably; and

         (ii)     The cost of cleaning, maintaining and servicing in all
                  respects all electric lighting fixtures in the Leased
                  Premises including the cost of replacement of electric
                  light bulbs, tubes, starters and ballasts used to replace
                  those installed at the commencement of the Term.  Such
                  cleaning, maintaining, servicing and replacement shall be
                  within the exclusive right of the Landlord.  It is
                  understood and agreed that the costs described in this
                  sub-section (ii) shall be included as part of Operating
                  Costs.

6.3      ADDITIONAL SERVICES. The Landlord, if it shall from time to time so
         elect, shall have the exclusive right, by way of Additional Services,
         to provide or have its designated agents or contractors provide any
         janitor or cleaning service to the Leased Premises and Common Area
         Facilities required by the Tenant which are additional to those
         required to be provided by the Landlord hereunder, including the
         Additional Services which the Landlord agrees to provide by
         arrangement, and to supervise the moving of furniture or equipment of
         the Tenant in and out of the Building where such moving of furniture or
         equipment would be disruptive to the normal business of the Building,
         and the making of repairs or alterations conducted within the Leased
         Premises affecting Base Building, building systems or Leasehold
         Improvements. The reasonable cost of Additional Services provided to
         the Tenant, whether the Landlord shall be obligated hereunder or shall
         elect to provide them as Additional Services, shall be paid to the
         Landlord by the Tenant from time to time within thirty (30) days
         following receipt of invoices therefor from the Landlord. Costs of
         Additional Services charged directly to the Tenant and other tenants
         shall be credited in computing Operating Costs.

                   ARTICLE VII- ASSIGNING AND SUBLETTING

7.1      ASSIGNMENTS AND SUBLETTINGS. The Tenant covenants with the Landlord
         that it will not assign, sublet, licence or part with the possession of
         the Leased Premises or any part thereof, or share the occupation of the
         Leased Premises, or any part thereof, without the consent of the
         Landlord in writing first had and obtained such consent not to be
         unreasonably or arbitrarily withheld or delayed. Provided that as a
         condition of the granting of its consent, the Landlord may require any

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                                                                             16

         assignee, subtenant, licensee or occupant of the Leased Premises to
         execute an agreement whereby he, it or they attorn to and become the
         tenants of the Landlord as if he, it or they had executed this Lease,
         or, except in the case of an absolute assignment of this Lease, to
         execute an acknowledgement that all the sublessee's or undertenant's
         estate, right and interest in and to the Leased Premises absolutely
         terminates upon the surrender, release, disclaimer or merger of this
         Lease notwithstanding the provisions of the Landlord and Tenant Act of
         Ontario, R.S.O. 1980, Chapter 232 and amendments thereof with specific
         reference to Paragraphs 21 and 39 (2) thereof, or other similar
         statute. The Tenant shall furnish to the Landlord copies of any
         assignment, sublease, licence or other agreement herein contemplated.
         Notwithstanding any other provision in this section, no assignment,
         subletting, licensing or parting with possession of the Leased Premises
         shall in any way release or be deemed to release the Tenant (or any
         guarantor hereof) from their obligations under the terms of this Lease.
         Provided further that the proposed assignee, subtenant, licensee or
         occupant of the Leased Premises shall be required to provide reasonable
         financial information as the Landlord may require. It is agreed that
         the Landlord may consider in determining whether to grant consent among
         other matters, the following: the personal and business history of the
         proposed assignee, occupant, sublessee and its key employees. The
         Tenant agrees to pay the reasonable legal fees of the Landlord's
         solicitor relating to the preparation of the Landlord's consent, and
         determination as to whether to give the consent.

         In the event of any sub-letting by the Tenant by virtue of which the
         Tenant receives rent in the form of cash, goods, services or other
         considerations from the sub-tenant which is higher than the rent
         payable hereunder to the Landlord for the premises so sub-let, the
         Tenant shall pay any such excess to the Landlord, in addition to all
         rent and other costs payable hereunder, for the period of time during
         which the said subtenant remains in possession of the premises sub-let
         to it.

         If the Tenant herein shall receive from any assignee of this lease,
         either directly or indirectly, any consideration for the assignment of
         this lease, either in the form of cash, goods or services, the Tenant
         shall forthwith pay an amount equivalent to such consideration to the
         Landlord and same shall be deemed to be further Additional Rent
         hereunder.

         Notwithstanding the above provisions, within ten (10) business days
         after the receipt by the Landlord of such request for consent and of
         all information which the Landlord shall have requested hereunder,
         the Landlord shall have the right upon written notice of termination
         submitted to the Tenant to, if the request is to assign this Lease
         or sublet the whole of the Leased Premises, cancel and terminate
         this Lease, or to, if the request is to sublet a part of the Leased
         Premises only, cancel and terminate this Lease with respect to such
         part, in each case as of a termination date to be stipulated in the
         notice of termination which shall be ninety (90) days following
         giving of such notice. In such event the Tenant shall surrender the
         whole or part, as the case may be, of the Leased Premises in
         accordance with such notice of termination and Base Rent and
         Additional Rent shall be apportioned and paid to the date of
         surrender and, if only a part of the Leased Premises is surrendered,
         Base Rent and Additional Rent shall, after the date of surrender,
         abate proportionately. If the Landlord does not elect to terminate
         as aforesaid and if consent to sublease or assign will be granted,
         the Tenant may assign or sublet, as the case may be, only upon the
         terms and to the party set out in the offer submitted to the
         Landlord as aforesaid. If the Landlord elects to terminate, the
         Tenant may withdraw its request for consent by notice to the
         Landlord given within five (5) days after the Landlord's notice of

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                                                                             17

         election in which event the Landlord's notice of election shall be
         null and void and the Tenant shall not proceed with the assigning or
         subletting for which such consent was requested.

                   ARTICLE VIII- FIXTURES AND IMPROVEMENTS

8.1      INSTALLATION OF FIXTURES AND IMPROVEMENTS. The Tenant shall not make,
         erect, install or alter any Leasehold Improvements in the Leased
         Premises without having requested and obtained the Landlord's prior
         written approval which the Landlord shall not unreasonably delay or
         withhold. In making, erecting, installing or altering any Leasehold
         Improvements the Tenant will not alter or interfere with any
         installations which have been made by the Landlord without the prior
         written approval of the Landlord and in no event shall it alter or
         interfere with window coverings (if any) installed by the Landlord on
         exterior windows. The Tenant's request for any approval hereunder shall
         be in writing and accompanied by an adequate description of the
         contemplated work and, where appropriate, working drawings and
         specifications thereof. All work to be performed in the Leased Premises
         shall be performed by reputable contractors approved by the Landlord.
         The Landlord reserves the right to require the Tenant to utilize the
         contractor(s) of the Landlord where Base Building, building systems
         and/or warranties may be affected provided the Landlord agrees that
         charges by such contractors shall be in keeping with that which an arms
         length contractor would charge. The cost of all such work shall be
         estimated by the Landlord in advance and such estimate approved by the
         Tenant prior to work commencing. All such work shall be performed at
         the Tenant's expense and the Tenant shall be responsible for
         application and payment of all fees in connection with any permits
         required. All such work shall be subject to inspection by and the
         reasonable supervision of the Landlord, and shall be performed in
         accordance with any reasonable conditions or regulations imposed by the
         Landlord and completed in a good and workmanlike manner in accordance
         with the description of the work approved by the Landlord. The Landlord
         shall be entitled to supervise the work. The Landlord shall be entitled
         to charge reasonable fees for examining plans respecting the proposed
         work as well as any reasonable consultant's fees where base building
         systems and equipment as well as structure may be affected and whereby
         the Landlord incurs actual out-of-pocket expenses for the review of
         such alterations.

8.2      LIENS AND ENCUMBRANCES ON FIXTURES AND IMPROVEMENTS. In connection
         with the making, erection, installation or alteration of Leasehold
         Improvements and all other work or installations made by or for the
         Tenant in the Leased Premises the Tenant shall comply with all the
         provisions of the Construction Lien Act (Ontario) and other statutes
         from time to time applicable thereto and shall promptly pay all
         accounts relating thereto. The Tenant will not create or cause to be
         created any mortgage, conditional sale agreement or other
         encumbrance in respect of its Leasehold Improvements or permit any
         such mortgage, conditional sale agreement or other encumbrance to
         attach to the Leased Premises or to the Building and Common Area
         Facilities. If and whenever any construction or other lien for work,
         labour, services or materials supplied to or for the Tenant for the
         cost of which the Tenant may be in any way liable or claims therefor
         shall arise or be filed or any such mortgage, conditional sales
         agreement or other encumbrance shall attach, the Tenant shall within
         ten (10) days after receipt of notice thereof procure the discharge
         thereof, including any certificate of action registered in respect
         of any lien, by payment or giving security or in such other manner
         as may be required or permitted by law failing which the Landlord
         may in addition to all other remedies hereunder avail itself of its
         remedy hereunder and may make any payments required to procure the
         discharge of any such

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                                                                             18

         liens or encumbrances and shall be entitled to be reimbursed by the
         Tenant as provided herein and its right to reimbursement shall not
         be affected or impaired if the Tenant shall then or subsequently
         establish or claim that any lien or encumbrance so discharged was
         without merit or excessive or subject to any abatement, set-off or
         defense.

8.3      REMOVAL OF FIXTURES AND IMPROVEMENTS. All Leasehold Improvements in or
         upon the Leased Premises shall immediately upon termination of this
         lease be and become the Landlord's property without compensation
         therefor to the Tenant. Except to the extent otherwise expressly agreed
         by the Landlord in writing no Leasehold Improvements, trade fixtures,
         furniture or equipment shall be removed by the Tenant from the Leased
         Premises either during or at the expiration or earlier termination of
         the Term except that (1) the Tenant shall at the end of the Term remove
         its trade fixtures, and (2) the Tenant shall remove its furniture and
         equipment at the end of the Term and may remove its trade fixtures,
         furniture and equipment during the Term in the usual and normal course
         of its business. The Tenant shall, in the case of every removal either
         during or at the end of the Term, make good any damage caused to the
         Leased Premises by the installation and removal. Provided that upon the
         termination of this Lease, the Tenant, if requested by the Landlord,
         shall restore any alterations or installations made by or on behalf of
         the Tenant subsequent to the Commencement Date that the Landlord
         indicated at the time consent for such alteration or installation was
         sought, would require restoration upon expiration of the tenancy, and
         if not so requested, any such changes or alterations shall become the
         property of the Landlord.

         For clarity, it is understood and agreed that the Tenant shall not be
         required to restore the Leased Premises or any additional space to base
         building condition, whether at the expiration or other termination of
         the Term or otherwise.

                      ARTICLE IX- INSURANCE AND LIABILITY

9.1      LANDLORD'S INSURANCE. The Tenant will during the whole of the Term
         hereby granted as part of Operating Costs, pay its Proportionate Share
         of all premiums with respect to insurance to be placed by the Landlord
         and described in this Section 9.1. The Landlord agrees to maintain
         during the Term, insurance coverages as follows:

         (i)      Property of Every Description (Building and Equipment) against
                  the perils of "All-Risks", under form providing coverage at
                  least equivalent to Commercial Building Broad Form I.A.O. Form
                  No. 700 including "Building By-Laws Endorsements", and to be
                  insured for the Replacement Value, without allowance for
                  depreciation and Stated Amount, and with no co-insurance
                  requirement.

         (ii)     "Rental Income" for the gross annual rental income on
                  "All-Risks" basis, as provided under Commercial Building Broad
                  Form I.A.O. Form 700 including "Building By-Laws
                  Endorsements", providing coverage at least equivalent to
                  I.A.O. Profits Form No. 551 with an eighteen (18) month
                  indemnity period.

         (iii)    Broad Form Boiler and Machinery Policy on a blanket and
                  replacement basis with limits for each accident in an
                  amount not less than the replacement cost of the Building
                  containing the Leased Premises and which shall cover all
                  boilers, pressure vessels, air conditioning equipment and
                  miscellaneous electrical apparatus owned by the Landlord
                  and which shall include PCB coverage.  It shall also
                  include "Rental Income" for the full gross annual income
                  equivalent to I.A.O. Profits Form No. 551 with a eighteen
                  (18) month indemnity period.  This policy should also
                  provide "Building By-Laws Endorsements".

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                                                                             19

         (iv)     "General Liability Insurance" on a Comprehensive Form and on
                  an "occurrence" basis without deductible with retroactive
                  coverage against claims for Personal and Bodily Injury and
                  Death and/or Property Damage occurring upon or about the
                  Leased Premises and for a limit no less than $5,000,000.00
                  inclusive for one occurrence.

         (v)      Such other insurance coverage or coverages as a prudent owner
                  of a first class office building would obtain for protection
                  respecting loss of, or damage to the Building, the Lands or
                  the Leased Premises, or liability arising therefrom.

         All such insurance coverages shall be kept and maintained by the
         Landlord, and in no event shall the coverage be less than the amount
         required by any institution then holding a mortgage on the Building and
         Common Area Facilities. The Tenant shall pay to the Landlord, as part
         of Operating Costs, its Proportionate Share of the Landlord's
         Insurance. The Tenant shall not do or permit to be done any act or
         thing whereby insurance coverage, premiums or any of them hereinbefore
         contemplated, may be increased or cancelled by the insurer, or the
         Leased Premises shall be rendered uninsurable, and if by reason of any
         act done or permitted or omission, as the case may be, by the Tenant,
         the said insurance coverage, premiums or any of them shall be
         increased, then the Tenant, if it shall fail to rectify the event
         giving rise to the increased premium after written notice thereof from
         the Landlord, shall be liable to pay all of such increase in premium,
         with respect to the entire coverages, and this notwithstanding that the
         Tenant occupies only a portion of the Building covered by such
         insurance coverages, and if the Leased Premises shall be rendered
         uninsurable, or if the said insurance coverages, or any of them, shall
         be cancelled by reason of any act or omission as the case may be by the
         Tenant and shall not be susceptible of being replaced, after the
         Landlord's reasonable efforts under the circumstances to do so, then
         the Landlord, after giving the Tenant at least fourteen (14) days
         written notice within which to replace insurance coverage or coverages
         shall, at its absolute discretion, have the right to determine that the
         term hereof has expired and in such event the Tenant shall deliver up
         possession of the Leased Premises as if the Term of this Lease had
         expired.

         PROVIDED that no act required to be done by the Tenant nor any payment
         required to be made by the Tenant, including reimbursements of
         insurance premiums paid by the Landlord, shall relieve the Tenant from
         any liability for damage incurred by the Landlord as result of any act
         or omission of the Tenant.

         If any other tenant of the Building has his own insurance premiums
         increased by his insurers as a result of the use or occupation by the
         Tenant herein of the within Leased Premises, the Tenant covenants and
         agrees with the Landlord after written notice thereof, to pay the
         additional cost forthwith upon demand as Additional Rent.

         The Landlord's insurance policy shall contain a waiver of subrogation
         in favour of the Tenant or those for whom the Tenant is in law
         responsible.

9.2      AGENTS. The Tenant acknowledges, covenants and agrees that every right,
         exemption from liability, defence and immunity of whatsoever nature
         applicable to the Landlord or to which the Landlord is entitled
         hereunder shall also be available and shall extend to protect every
         such agent of the Landlord acting (in the course of or in connection
         with his employment or otherwise) and for the purposes of all of the
         foregoing provisions of this clause, the Landlord is or shall be deemed
         to be acting as agent or trustee on behalf of and for the benefit of
         persons who are or might be his servants, employees or agents from time
         to time.

<PAGE>

                                                                             20

9.3      TENANT'S INSURANCE. The Tenant covenants to insure and to keep insured
         during the whole of the Term, with an insurance company or companies in
         good standing and upon terms and conditions all satisfactory to the
         Landlord:

         (i)      "All-Risks" insurance upon all property owned by the
                  Tenant or for which it is legally liable or installed or
                  affixed by or on behalf of the Tenant and which is
                  located in the Building including, without limitation,
                  furniture, fittings, installations, alterations,
                  additions, partitions and fixtures or anything in the
                  nature of a Leasehold Improvement made or installed by or
                  on behalf of the Tenant in an amount equal to the full
                  replacement cost thereof; if there is a dispute as to the
                  amount which comprises full replacement cost the decision
                  of the Landlord's Architect shall be conclusive.

         (ii)     All parties hereto on a Comprehensive Form for bodily
                  injury and property damage, general liability coverage
                  arising out of the use, maintenance or repair of the
                  Leased Premises and/or the business of the Tenant or any
                  sub-tenant, licensees or occupiers of the Leased
                  Premises; such insurance shall be for a limit of not less
                  than $2,000,000.00 inclusive for any one occurrence, or
                  such higher limits as the Landlord, acting reasonably, or
                  any mortgagee requires from time to time, and shall
                  contain a severability of interest clause, and a cross
                  liability clause.

         (iii)    Any other form of insurance that the Landlord or any mortgagee
                  may reasonably require, from time to time in form, amounts and
                  for insurance risks acceptable to the Landlord and any
                  mortgagee.

         The Tenant covenants and agrees to provide the Landlord with evidence
         of insurance as required under this provision. Such evidence shall be
         by way of a certified copy of the policy if available in timely fashion
         or failing which a certificate of insurance at such time or times as
         the Landlord may require. The Tenant agrees to provide same to the
         Landlord forthwith after notice has been given by the Landlord to the
         Tenant of its request. The Tenant's policy shall contain a waiver of
         subrogation in favour of the Landlord and those for whom the Landlord
         is in law responsible.

9.4      LIMITATION OF LANDLORD'S LIABILITY.   The Tenant agrees that:

         (i)      the Landlord shall not be liable for any bodily injury or
                  death of, or loss or damage to any property belonging to the
                  Tenant or its employees, invitees, or licensees or any other
                  person in, on or about the Building and Common Area Facilities
                  howsoever occurring and in no event shall the Landlord be
                  liable for:

                  (1)      any damage which is caused by steam, water, rain or
                           snow which may leak into, issue or flow from any part
                           of the Building or Common Area Facilities or from the
                           pipes or plumbing works thereof or from any other
                           place or quarter or for any damage caused by or
                           attributable to the condition or arrangement
                           of any electric or other wiring or for any damage
                           caused by anything done or omitted by any other
                           tenant; and

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


<PAGE>


                                                                             21

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

         (ii)     the Landlord shall have no responsibility or liability
                  for the failure to supply interior climate control or
                  elevator service when prevented from doing so by strikes,
                  the necessity of repairs, any order or regulation of any
                  body have jurisdiction, the failure of the supply of any
                  utility required for the operation thereof or any other
                  cause beyond the Landlord's reasonable control, and shall
                  not be held responsible for any bodily injury, death or
                  damage to property arising from the use of, or any
                  happening in or about, any elevator.

9.5      INDEMNITY OF LANDLORD. The Tenant agrees to indemnify and save harmless
         the Landlord in respect of all claims for bodily injury or death,
         property damage or other loss or damage arising from the conduct of any
         work by or any act or omission of the Tenant or any assignee,
         subtenant, agent, employee, contractor, invitee or licensee of the
         Tenant, and in respect of all costs, expenses and liabilities incurred
         by the Landlord in connection with or arising out of all such claims,
         including the expenses of any action or proceeding pertaining thereto,
         and in respect of any loss, cost, expense or damage suffered or
         incurred by the Landlord arising from any breach by the Tenant of any
         of its covenants and obligations under this Lease.

              ARTICLE X-SUBORDINATION, ATTORNMENT AND CERTIFICATES

10.1     SUBORDINATION AND ATTORNMENT. The Tenant agrees that this Lease and all
         the rights of the Tenant hereunder are subject and subordinate to all
         mortgages now or hereafter existing (including deeds of trust and all
         instruments supplemental thereto) which may now or hereafter affect the
         Building or Common Area Facilities and to all renewals, modifications,
         consolidations, replacements and extensions thereof, provided such
         mortgagee has provided a non-disturbance agreement to the Tenant;
         provided that the Tenant whenever requested by any mortgagee (including
         any trustee under a deed of trust and mortgage) shall attorn to such
         mortgagee as the Tenant upon all the terms of this Lease. Subject to
         the foregoing, the Tenant agrees to execute promptly whenever requested
         by the Landlord or by such mortgagee such instrument of subordination
         or attornment, as the case may be, as may be required of it.

10.2     CERTIFICATES. The Tenant shall promptly whenever requested by the
         Landlord from time to time execute and deliver to the Landlord (and if
         required by the Landlord, to any mortgagee [including any trustee under
         a deed of trust and mortgage] designated by the Landlord) a certificate
         in writing as to the then status of this Lease, including as to whether
         it is in full force and effect, is modified or unmodified, confirming
         the rent payable hereunder and the state of the accounts between the
         Landlord and Tenant, the existence or non-existence of defaults, and
         any other matters pertaining to this Lease as to which the Landlord
         shall request a certificate.

               ARTICLE XI-REMEDIES OF LANDLORD ON TENANT'S DEFAULT

11.1     REMEDYING BY LANDLORD. In addition to all rights and remedies of the
         Landlord available to it in the event of any default hereunder by the
         Tenant either by any other provision of this Lease or by statute or the
         general law, the Landlord:

         (1)      shall have the right at all times after reasonable written
                  notice of an event of default has been given to the Tenant
                  and a reasonable time given to cure such default provided
                  the Tenant is proceeding diligently, to

<PAGE>


                                                                             22

                  remedy or attempt to remedy any default of the Tenant, and
                  in so doing may make any payments due by the Tenant to
                  third parties and may enter upon the Leased Premises to do
                  any work or other things therein, as may be reasonably
                  necessary, and in such event all expenses of the Landlord
                  in remedying or attempting to remedy such default shall be
                  payable by the Tenant to the Landlord forthwith upon demand;

         (2)      subject to 11.3 below, shall have the same rights and remedies
                  in the event of any non-payment by the Tenant of any amounts
                  payable by the Tenant under any provision of this Lease as in
                  the case of a non-payment of Rent; and

         (3)      if the Tenant shall fail to pay any Rent or other amount from
                  time to time payable by it to the Landlord hereunder within 5
                  days of notice of same becoming due, shall be entitled, to
                  interest thereon at a rate of 3% per annum in excess of the
                  minimum lending rate to prime commercial borrowers from time
                  to time current at The Bank of Nova Scotia in Toronto from the
                  date upon which the same was due until actual payment thereof.

11.2     REMEDIES CUMULATIVE. The Landlord, subject to 11.3 hereof, may from
         time to time resort to any or all of the rights and remedies available
         to it in the event of any default hereunder by the Tenant, either by
         any provision of this Lease or by statute or the general law, all of
         which rights and remedies are not to be interpreted as excluding any
         other or additional rights and remedies available to the Landlord by
         statute or the general law.

11.3     RIGHT OF RE-ENTRY DEFAULT OR TERMINATION. It is expressly agreed that
         if and whenever the Base Rent or Additional Rent hereby reserved,
         remains unpaid, or if the Tenant shall breach or fail to observe or
         perform any of the other covenants, agreements, provisoes, conditions,
         reasonable rules or regulations and other obligations on the part of
         the Tenant to be kept, observed or performed hereunder, provided the
         Landlord has first delivered notice to the Tenant explaining the breach
         and has allowed the Tenant five (5) days to rectify any monetary breach
         and ten (10) days, (or such longer period as is reasonable in the
         circumstances), to rectify any non-monetary breach, or if this Lease
         shall have become terminated pursuant to any provision hereof, then and
         in every such case it shall be lawful for the Landlord thereafter to
         enter into and upon the Leased Premises or any part thereof and to have
         again, repossess and enjoy the same as of its former estate, anything
         in this Lease contained to the contrary notwithstanding.

11.4     TERMINATION RE-ENTRY. If and whenever the Landlord becomes entitled to
         re-enter upon the Leased Premises under any provision of this Lease,
         the Landlord, in addition to all other rights and remedies, shall have
         the right to terminate this Lease forthwith by leaving upon the Leased
         Premises notice in writing of such termination.

11.5     PAYMENT ON TERMINATION. Upon the giving by the Landlord of a notice in
         writing terminating this Lease, pursuant to 11.4 or 11.3 of this Lease,
         this Lease and the Term shall terminate, rent and any other payments
         for which the Tenant is liable under this Lease shall be computed,
         apportioned and paid in full to the date of such termination, and the
         Tenant shall immediately deliver up possession of the Leased Premises
         to the Landlord, and the Landlord may re-enter and take possession of
         them.

11.6     RENUNCIATION. The Tenant waives and renounces the benefit of any
         present or future statute taking away or limiting the
         Landlord's right of distress.


<PAGE>

                                                                             23

11.7     RE-LETTING. Whenever the Landlord becomes entitled to re-enter upon the
         Leased Premises under 11.3 or 11.4 hereof of this Lease the Landlord in
         addition to all other rights it may have shall have the right as agent
         of the Tenant to enter the Leased Premises and re-let them and to
         receive the rent therefor and as the agent of the Tenant to take
         possession of any furniture or other property thereon and to sell the
         same at public or private sale without notice and to apply the proceeds
         thereof and any rent derived from re-letting the Leased Premises upon
         account of the rent due and to become due under this Lease and the
         Tenant shall be liable to the Landlord for the deficiency if any.

                    ARTICLE XII-EVENTS TERMINATING LEASE

12.1     CANCELLATION OF INSURANCE. If any policy of insurance upon the Building
         and Common Area Facilities from time to time effected by the Landlord
         shall be cancelled or about to be cancelled by the insurer by reason of
         the use or occupation of the Leased Premises by the Tenant or any
         assignee, sub-tenant or licensee of the Tenant or anyone permitted by
         the Tenant to be upon the Leased Premises and the Tenant after receipt
         of notice in writing from the Landlord and a reasonable time allowed,
         to reinstate such insurance or avoid cancellation, shall have failed to
         take such immediate steps in respect of such use or occupation as shall
         enable the Landlord to reinstate or avoid cancellation (as the case may
         be) of such policy of insurance, the Landlord may at its option
         terminate this Lease by leaving upon the Leased Premises notice in
         writing of such termination.

12.2     PROHIBITED OCCUPANCY, BANKRUPTCY, ETC. If, without the written consent
         of the Landlord the Leased Premises shall be used by any persons other
         than the Tenant, its employees, invitees and customers or its permitted
         assigns or sub-tenants or for any purpose other than that for which
         they were leased, or occupied by any persons whose occupancy is
         prohibited by this Lease, or if the Leased Premises shall be vacated or
         abandoned, or remain unoccupied for 7 days or more while capable of
         being occupied, or if the Term or any of the goods and chattels of the
         Tenant shall at any time be seized in execution or attachment, or if
         the Tenant shall make any assignment for the benefit of creditors,
         become bankrupt or insolvent or take the benefit of any statute now or
         hereafter in force for bankrupt or insolvent debtors or (if a
         corporation) shall take any steps or suffer any order to be made for
         its winding-up or other termination of its corporate existence, then in
         any such case the Landlord may at its option, subject to compliance
         with the procedures set forth in Section 11.3, terminate this Lease by
         leaving upon the Leased Premises notice in writing of such termination
         and thereupon, in addition to the payment by the Tenant of Rent and
         other payments for which the Tenant is liable under this Lease, Rent
         for the current month and the next ensuing 3 (three) months' Rent shall
         immediately become due and be paid by the Tenant.

                         ARTICLE XIII-MISCELLANEOUS

13.1     REGISTRATION. The Tenant agrees with the Landlord not to register this
         Lease, but nevertheless if the Tenant desires to register a notice of
         this Lease, the Landlord agrees to execute a notice or acknowledgement,
         if required, sufficient for the purpose in such form as the Landlord
         and Tenant mutually approve provided in no event shall rental rates of
         this Lease be shown.

13.2     NOTICE. Any notice required or contemplated by any provision of this
         Lease shall be given in writing, and if to the Landlord, either
         delivered to an executive officer of the Landlord or by facsimile
         transmission or mailed by prepaid registered mail addressed to the
         Landlord at 3650 Victoria

<PAGE>


                                                                             24

         Park Avenue, Suite #500, North York (Toronto), Ontario, M2H 3P7, and
         if to the Tenant, either delivered to the Tenant (or to an officer
         of the Tenant if the Tenant is a firm or corporation) or by
         facsimile transmission or mailed by prepaid registered mail
         addressed to the Tenant at the Leased Premises. Every such notice
         shall be deemed to have been given when delivered or, if mailed as
         aforesaid in Canada, upon the day when it was mailed. The Landlord
         may from time to time by notice in writing to the Tenant designate
         another address in Canada as the address to which notices are to be
         mailed to it.

13.3     EXTRANEOUS AGREEMENTS. The Tenant acknowledges that there are no
         covenants, representations, warranties, agreements or conditions
         expressed or implied relating to this Lease or the Leased Premises save
         as expressly set out in this Lease and in any agreement to Lease in
         writing between the Landlord and the Tenant pursuant to which this
         Lease has been executed. This Lease may not be modified except by an
         agreement in writing executed by the Landlord and the Tenant.

13.4     CONSTRUCTION. All of the provisions of this Lease are to be construed
         as covenants and agreements. If any provision of this Lease is illegal
         or unenforceable it shall be considered separate and severable from the
         remaining provisions of this Lease, which shall remain in force and be
         binding as though the said provision had never been included. The
         headings and marginal sub-headings of clauses and sub-clauses are for
         convenience of reference and are not intended to limit, enlarge or
         otherwise affect their meanings.

13.5     NON-WAIVER. No condoning, excusing or overlooking by the Landlord of
         any default, breach or non-observance by the Tenant at any time or
         times in respect of any covenant, agreement, proviso or condition
         herein contained shall operate as a waiver of the Landlord's rights
         hereunder in respect of any continuing or subsequent default, breach or
         non-observance or so as to defeat or affect in any way the rights of
         the Landlord in respect of any such continuing or subsequent default or
         breach and no waiver shall be inferred or implied by anything done or
         omitted by the Landlord save only express waiver in writing.

13.6     ACCORD AND SATISFACTION. No payment by the Tenant or receipt by the
         Landlord of a lesser amount than the Base Rent and Additional Rent from
         time to time due shall be deemed to be other than on account of the
         earliest stipulated Base Rent and Additional Rent due, nor shall any
         endorsement or statement on any cheque or any letter accompanying any
         cheque or payment of Base Rent or Additional 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 Base Rent or Additional Rent or pursue any other remedy provided
         in this Lease.

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

13.8     TIME OF THE ESSENCE. Time shall be of the essence of this Lease and
         every part hereof.

13.9     NO PARTNERSHIP. Nothing contained herein shall be deemed or construed
         by the parties hereto, nor any third party, as creating the
         relationship of principal and agent, or a partnership, or a joint
         venture between the parties hereto, it being understood and agreed that
         none of the provisions contained herein nor any acts of the parties
         hereto shall be deemed to create any relationship between the parties
         hereto other than the relationship of Landlord and Tenant.

13.10    FORCE MAJEURE. Except as herein otherwise expressly provided, if and
         whenever and to the extent that the Landlord or the Tenant shall be
         prevented delayed or restricted in the

<PAGE>


                                                                             25

         fulfilment of any obligations hereunder in respect of the supply or
         provision of any service or utility, the making of any repair, the
         doing of any work or any other thing by reason of strikes or work
         stoppages or being unable to obtain any material, service, utility
         or labour required to fulfil such obligation or by reason of any
         statute, law or regulation of or inability to obtain any permission
         from any governmental authority having lawful jurisdiction
         preventing, delaying or restricting such fulfilment, or by reason of
         other unavoidable occurrence (save for any financial reason), the
         time for fulfilment of such obligation shall be extended during the
         period in which such circumstance operates to prevent, delay or
         restrict the fulfilment thereof and the other party shall not be
         entitled to compensation for any inconvenience, nuisance or
         discomfort thereby occasioned.

13.11    CONTRA PROFERENTEM. The Parties acknowledge and agree that both
         parties have participated in the drafting of this Lease, and any
         rule of law providing that ambiguities shall be construed against
         the drafting party, shall be of no force or effect.

13.12    PLANNING ACT. This Lease is expressly conditional upon compliance
         with the land division provisions of the Planning Act R.S.O. 1990
         (as it may be amended from time to time), if applicable.

13.13    ACCESS. The Tenant, its employees, invitees and customers and
         persons connected with the Tenant (subject and except as in this
         Lease provided) shall have the right in common with others entitled
         thereto from time to time to use the parking areas, driveways,
         walkways, lawns, ramps (if any) and other Common Areas in and about
         the Building from time to time. The Tenant shall not unreasonably
         block or in any manner hinder the Landlord, other tenants or other
         persons claiming through or under them or any of them who may be
         authorized by the Landlord to utilize the Common Areas from so
         doing. The Landlord may, acting reasonably, from time to time permit
         the Tenant to have the exclusive use of portions of the parking area
         which forms part of the Common Areas and to permit other tenants or
         other persons to have exclusive use of portions thereof.

13.14    TRANSFERS BY THE LANDLORD. The Landlord at any time and from time to
         time may sell, transfer, lease, assign or otherwise dispose of the
         whole or any part of its interest in the Leased Premises or in the
         Building and lands of which the Leased Premises form a part, at any
         time and from time to time, may enter into any mortgage of the whole
         or any of its interest in the Building and Lands or in the Leased
         Premises. If the party acquiring such interest shall have agreed to
         assume and so long as it holds such interest, to perform each of the
         covenants, obligations and agreements of the Landlord under this
         Lease in the same manner and to the same extent as if originally
         named as the Landlord in this Lease, the Landlord shall, thereupon
         be released from all of its covenants and obligations under this
         Lease.

         The Landlord may assign its rights under this Lease to a lending
         institution as collateral security for a loan. If such assignment is
         made and executed by the Landlord and notification thereof is given
         to the Tenant by or on behalf of the Landlord this Lease shall not
         be cancelled or modified for any reason whatsoever except as
         provided for by the terms hereof or by law without the consent in
         writing of such lending institution.

13.15    OCCUPANCY PERMIT. - deleted intentionally.

13.16    LEASED PREMISES.  Save and except for any work to be performed by
         the Landlord as specifically set out herein, the taking of
         possession of the Leased Premises by the Tenant shall be conclusive
         evidence that the Tenant accepts the

<PAGE>

                                                                             26

         Premises in an "as is" condition and that the said Leased Premises
         were in good and satisfactory condition at the time possession was
         so taken.

13.17    SUCCESSORS AND ASSIGNS. This Lease and everything herein contained
         shall enure to the benefit of and be binding upon the successors and
         assigns of the Landlord and the permitted successors and assigns of
         the Tenant. References to the Tenant shall be read with such changes
         in gender as may be appropriate, depending upon whether the Tenant
         is a male or a female person or a firm or corporation, and if the
         Tenant is more than one person or entity, the covenants of the
         Tenants shall be deemed joint and several. All obligations of the
         Tenant or the Landlord under this Lease shall be deemed to be
         covenants whether or not expressed as same. No rights of the Tenant
         in this Lease shall be deemed to be personal, but shall accrue to
         the benefit of the Tenant's successors, permitted subtenants and
         assigns.

13.18    AREA DETERMINATION. In the event that any calculation or
         determination by the Landlord of the Rentable Area of any premises
         (including the Demised Premises) or the Building is disputed or
         called into question, it shall be calculated or determined by the
         Landlord's architect from time to time appointed for the purpose,
         whose certificate shall be conclusive and the cost of such
         certificate shall be borne by the Tenant.

13.19    APPROVAL. Unless specifically provided herein to the contrary,
         whenever any reference is made to any notice, consent, approval,
         lease, designation, requirement, opinion, judgement, permission, or
         discretion, on the part of either the Landlord or the Tenant, the
         same shall be given, granted, determined, required of exercised
         reasonably without undue delay.

                        ARTICLE XIV-OTHER PROVISIONS

14.1     PARKING. The Tenant acknowledges that the Common Area Facilities are at
         all times subject to the exclusive control and operation of the
         Landlord, and the Landlord shall have the right to construct
         improvements, alterations and additions thereto and to relocate the
         various facilities thereon. The Tenant further acknowledges that the
         parking facilities in the Common Area Facilities are on a non-exclusive
         ("First Come", "First Serve Basis") and may be altered or diminished
         during the term or renewal thereof and the manner in which access is
         permitted may be altered.

         The Landlord shall provide to the Tenant for the Term of the lease,
         free of charge, one (1) covered reserved stall and the use of thirty
         (30) surface parking stalls on a first-come, first-serve basis.

14.2     WINDOW COVERINGS. - deleted intentionally.

14.3     EXTENSION. Provided that the Tenant is not habitually in default
         under the terms of this Lease and is not in default at the time of
         the exercise of the option herein, then the Landlord shall, at the
         expiration of the Term hereof, upon written request of the Tenant,
         grant to the Tenant an extension of this Lease for a further period
         of five (5) years upon the same terms and conditions as contained
         herein, save as to the Base Rental rate, and save as to any further
         right of extension. Provided always that the Tenant shall have given
         to the Landlord 180 days' notice in writing before the expiration of
         the Term of its desire to have such extension. The Base Rental rate
         for the extension term shall be at the then current market rate for
         similar premises in a similar area and as mutually agreed between
         the Landlord and the Tenant. In the event that the Landlord and the
         Tenant are unable to agree upon the Base Rental rate for the
         extension

<PAGE>


                                                                             27

         term by 120 days prior to the maturity date, the matter shall be
         submitted to arbitration by notice given by either party to the
         other. Upon such notice being given, the dispute shall be determined
         by the award of 3 arbitrators, or by a majority of them, one to be
         named by the Landlord and one by the Tenant within 30 days of the
         giving of such notice, and the 3rd to be selected by these 2
         arbitrators within 7 days after both have been nominated. If either
         the Landlord or the Tenant shall neglect or refuse to name its
         arbitrator in the time specified or to proceed with the arbitration,
         the arbitrator named by the other party shall proceed with the
         arbitration, and the award of such arbitrator shall be final and
         binding upon the Landlord and the Tenant. The Arbitrators shall have
         all the power given by the Arbitrations Act of Ontario and may at
         any time proceed in such manner as they see fit on such notice as
         they deem reasonable in the absence of either party, if such party
         fails to attend. Each party shall pay its own costs and shall share
         equally the costs of arbitration. The award and determination of the
         arbitrators shall be final and binding upon both parties hereto and
         each party agrees not to appeal any such award or determination.

         If the award of the arbitrators is not given before the commencement
         date of the extension term, then the Tenant shall commence paying rent
         at the market rate as determined by the Landlord together with
         Additional Rent, which shall be adjusted forthwith after the award of
         the arbitrators has become final and binding, to be calculated from the
         commencement date of the extension term.

         Interest at the rate set out herein shall be calculated monthly on the
         difference between the Base Rent paid by the Tenant and the actual
         amount awarded by the arbitrators and shall be paid forthwith upon
         demand when the arbitrators' decision has been made.

14.4     TAXES, OPERATING COSTS AND HYDRO. The Landlord represents and warrants
         that the Taxes, Operating Costs and Hydro applicable to the Leased
         Premises is currently estimated to be $8.80 per Rentable square foot
         per annum for 1995. The Tenant acknowledges that this is an estimate
         only and is subject to adjustment when actual costs are known.

14.5     LEASEHOLD IMPROVEMENTS. As soon as possible and in any event, no later
         than April 21, 1995, at its sole cost, but subject to force majeure and
         delays attributable to the Tenant, the Landlord agrees to turnkey (that
         is to complete the construction of improvements in the Leased Premises
         so that the Tenant can commence business operations immediately), the
         Leased Premises to a standard consistent with existing leasehold
         improvements in the Leased Premises, and in accordance with the layout
         attached hereto as Schedule "B".

         The Landlord further agrees to utilize in the construction of the
         Leased Premises existing materials and improvements (ie. doors and
         frames, sidelights, glass partitions, glass entry doors, hardware,
         cabinetry etc.) from adjoining vacant space on the 7th and 6th floor of
         the Building at no cost to the Tenant, such materials and improvements
         to be approved by the Tenant and agreed to by the Landlord.

14.6     RIGHT OF FIRST REFUSAL. Subject to prior rights of tenants in the
         Building as of the Commencement Date, the Tenant will have the right
         of first refusal, from time to time, to lease any part or all of any
         office space on the 7th floor of the Building which becomes
         available for lease. The rent and terms shall be equal to a bona
         fide offer received by the Landlord. The Tenant shall have five (5)
         business days following written notice by the Landlord containing
         all relevant information pertaining to such bona fide offer received
         in which to confirm to the Landlord that it wishes to exercise its
         right of first refusal to lease such space on the same terms and
         conditions as the bona fide offer, failing

<PAGE>


                                                                             28

         which the Landlord shall be free to lease such space to the bona
         fide offeror. This right becomes effective on the Commencement Date
         of this Lease and thereafter will remain in effect provided the
         Tenant is not in default under this Lease at the time of exercising
         this right.

14.7     EXISTING FIXTURES. It is agreed and understood that all existing
         fixtures as of the Commencement Date, including but not limited to
         light fixtures, venetian blinds, and built-in cabinetry shall be
         available to the Tenant at no additional cost.

14.8     CO-TENANCY. This Agreement is not personally binding upon and resort
         shall not be had nor shall recourse or satisfaction be sought from the
         private property of any of the unit holders of Investors Real Property
         Fund (the "FUND"), trustees, officers, directors, employees or agents
         of the trustee or manager of the Fund, it being intended and agreed
         that only the property of the Fund shall be bound by this Agreement.
         Only the co-tenancy interests of Menkes and Investors Group shall be
         bound hereby and the obligations hereunder are not binding upon either
         of Menkes or Investors Group in any other respect nor shall resort be
         had to any other property of any of Menkes or Investors Group. The
         rights and obligations of each of Menkes and Investors Group hereunder
         shall, in every case, be several and proportionate and not either joint
         or joint and several.

14.9     INTENTIONALLY DELETED AS PART OF SUBLEASE AGREEMENT EXHIBIT





14.10    CAPITAL REPAIRS AND REPLACEMENTS.  Notwithstanding anything contained
         in this Lease to the contrary:

         (a)      it is understood and agreed that the Tenant shall not be
                  responsible for (and the Landlord shall not be permitted to
                  chargeback to the Tenant) replacements to the Building that
                  are of a capital nature (as such term is determined under
                  generally accepted accounting principles); and

         (b)      in the event of repairs to the Building that are of a capital
                  nature, the Tenant shall be responsible for its Proportionate
                  Share of the costs thereof provided that any repair costs that
                  exceed $10,000.00 in any given year shall be charged to
                  Operating Costs on an amortization-over-useful-life basis.

         Provided however, should a capital repair or replacement be
         necessitated by reason of the negligent act or omission of the
         Tenant or those for whom the Tenant is in law responsible, the
         entire cost of such repair or replacement shall be borne by the
         Tenant payable to the Landlord forthwith as Additional Rent.

14.11    COMMISSIONS. The Landlord shall be responsible for any and all real
         estate commissions and brokerage fees, if any, payable in connection
         with this Lease.

<PAGE>


                                                                             29

IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease.

                                            MENKES OFFICE PARKS LTD.

                                            Per: /s/ Illegible
                                                 ______________________________
                                                                     (Landlord)

                                            INVESTORS GROUP TRUST CO. LTD.
                                            as trustee for
                                            INVESTORS REAL PROPERTY FUND

                                            Per: /s/ Illegible
                                                 ______________________________
                                                                      (Landlord)
                                                      Vice President

                                            Per: /s/ Illegible
                                                 ______________________________
                                                                      (Landlord)
                                                     Assistant Secretary

                                            THOMPSON MINWAX (CANADA) LTD.

Witness: /s/ Illegible                      Per: /s/ Patrick Draper
                                                 ______________________________
                                                                        (Tenant)
                                                           President

<PAGE>


                                  SCHEDULE "A"

Lots 4 & 5, Plan 65M-2139, in the Town of Richmond Hill, in the Regional
Municipality of York.

<PAGE>




                             [GRAPHIC -- FLOOR PLAN]



                                  SCHEDULE "B"


<PAGE>


                                  SCHEDULE "C"

                              RULES AND REGULATIONS

The Rules and Regulations may differentiate between different types of
businesses in the Building but the Rules and Regulations will be adopted and
promulgated by the Landlord acting reasonably and in such manner as would a
prudent Landlord of a reasonably similar office building. The Tenant's failure
to keep and observe the Rules and Regulations now or from time to time in force
constitutes a default under this Lease in such manner as if the same were
contained herein as covenants. The Landlord reserves the right from time to time
to amend or supplement the Rules and Regulations applicable to the Leased
Premises or the Building as in the Landlord's absolute and unfettered discretion
are from time to time needed for the safety, care, cleanliness and more
efficient operation of the Building and for the preservation of good order
therein. Notice of the Rules and Regulations and amendments and supplements, if
any, shall be given to the Tenant and the Tenant shall thereupon comply with and
observe all such Rules and Regulations provided that no Rules and Regulations
shall contradict any terms, covenants and conditions of this Lease. The Rules
and Regulations as at the Commencement Date are as follows:

1.       The Tenant shall not place any debris, garbage, trash or refuse or
         permit same to be placed or left in or upon any part of the Building
         outside of the Leased Premises and the Tenant shall not allow any undue
         accumulation of any debris, garbage, trash or refuse in or outside of
         the Leased Premises.

2.       The Landlord shall permit the Tenant and the Tenant's
         employees and all Persons lawfully requiring communication
         with them to have the use during such hours as the Landlord
         deems reasonable in common with others entitled thereto of the
         main entrance and stairways, corridors, elevators or other
         mechanical means of access leading to the Leased Premises.  At
         times other than during such hours as the Landlord deems
         reasonable the Tenant and the employees of the Tenant shall
         have access to the Building and to the Leased Premises only in
         accordance with the Rules and Regulations and shall be
         required to satisfactorily identify themselves and to register
         in any book which may at the Landlord's option be kept by the
         Landlord for such purpose.  If identification is not
         satisfactory, the Landlord is entitled to prevent the Tenant
         or the Tenant's employees or other Persons lawfully requiring
         communication with the Tenant from having access to the
         Building.  In addition, the Landlord is not required to open
         the door to the Leased Premises for the purpose of permitting
         entry therein to any Person not having a key to the Leased
         Premises.

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

4.       The Tenant shall permit window cleaners to clean the windows of the
         Leased Premises during such hours as the Landlord deems reasonable.

5.       The sidewalks, entrances, passages, elevators and staircases
         shall not be obstructed or used by the Tenant, its agents,
         servants, contractors, invitees or employees for any purpose
         other than ingress to and egress from the offices.  The
         Landlord reserves entire control of all parts of the Building
         employed for the common benefit of the tenants and without
         restricting the generality of the foregoing, the sidewalks,
         entrances, corridors and passages not within the Leased
         Premises, washrooms, lavatories, air-conditioning closets, fan

<PAGE>

                                                                             2

         rooms, janitor's closets, electrical closets and other closets, stairs,
         elevator shafts, flues, stacks, pipe shafts and ducts and shall have
         the right to place such signs and appliances therein, as it deems
         advisable, provided that ingress to and egress from the Leased Premises
         is not unduly impaired thereby.

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

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

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

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

10.      The Tenant shall not permit any cooking of any foods or liquids in
         the Leased Premises without the written consent of the Landlord. The
         Tenant shall be permitted the use of a microwave oven, a coffee
         maker and a toaster.

11.      Canvassing, soliciting and peddling in or about the Building and in the
         parking facilities of the Building are prohibited.

12.      It shall be the duty of the Tenant to assist and co-operate with the
         Landlord in preventing injury to the Leased Premises.

13.      No flammable oils or other flammable, dangerous or explosive material
         save for samples of the Tenant's products and those approved in writing
         by the Landlord's insurers shall be kept or permitted to be kept in the
         Leased Premises. The Tenant


<PAGE>

                                                                             3

         shall be solely responsible for ensuring full compliance with all
         statutory regulations with respect to the keeping or storing of the
         Tenant's products on the Leased Premises.

14.      No bicycles or other vehicles shall be brought within the building
         without the consent of the Landlord.

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

16.      If the Tenant desires telegraphic or telephonic connections, the
         Landlord will direct the electricians as to where and how the wires are
         to be introduced. This restriction shall not extend to the installation
         of the Tenant's phones within the Leased Premises. No gas pipe or
         electric wire will be permitted which has not been ordered or
         authorized by the Landlord.

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

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

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

20.      The Tenant shall not commit or suffer or permit to be committed any
         waste upon, or damage to, or disfiguration of the Leased Premises or
         any nuisance or other act or thing which disturbs the quiet enjoyment
         of any other tenant in the Building or which unreasonably disturbs or
         interferes with or annoys any Person, nor perform any acts or carry on
         any practices which may damage the building.

21.      The Tenant shall not refer to the Building by any name other than that
         designated from time to time by the Landlord, nor use such name for any
         purpose other than that of the business address of the Tenant, provided
         that the Tenant may use the municipal number of the Building assigned
         to it by the Landlord instead of the name of the Building.

22.      The Tenant shall not install or allow on the Leased Premises any
         transmitting device, nor erect any aerial on the roof of the
         Building or on any exterior walls of the Leased Premises. Any such
         installations shall be subject to removal by the Landlord without
         notice at any time and such removal shall be done and all damage as
         a result thereof shall be made good, in each case, at the cost of
         the Tenant, payable as Additional Rent forthwith on demand.

23.      The Tenant shall not use any travelling or flashing lights or signs
         or any loudspeakers, television, phonographs, radio or other
         audio-visual or mechanical devices in a manner so that they can be
         heard or seen outside of the Leased Premises.  If the Tenant uses
         any such equipment without receiving the prior written consent of
         the Landlord, the Landlord shall be entitled to remove such
         equipment without notice at any time and such removal shall be done
         and all damage as a result thereof shall be made good, in each case,
         at the cost of the Tenant, payable as Additional Rent forthwith on
         demand.

<PAGE>

                                                                             4

24.      The Landlord shall have the right to restrict access to the elevators
         for move-in and move-out purposes. The Tenant shall consult prior to
         taking or giving up occupation of the Leased Premises in order to
         obtain an elevator schedule from the Landlord.

25.      If the Tenant requires the supply of water, electricity, heating,
         air conditioning or any other utility or service after the normal
         hours during which the Landlord supplies same or on a weekend or
         holiday, the Tenant shall purchase its requirements for those
         utilities or services from the Landlord and the Tenant shall pay to
         the Landlord as Additional Rent forthwith upon demand the cost of
         same at the rates current from time to time set by the Landlord.
         The Tenant acknowledges that reasonable prior verbal notice must be
         given to the Landlord in the event that the Tenant requires the
         supply of utilities after the hours the Landlord normally supplies
         same.

<PAGE>


                             CONSENT TO SUBLEASE

     THIS AGREEMENT made this 24th day of September, 1997.


B E T W E E N:

           MENKES OFFICE PARKS LTD. AND INVESTORS GROUP
           TRUST CO. LTD., AS TRUSTEE FOR INVESTORS REAL
           PROPERTY FUND

           (hereinafter called the "LANDLORD")

                                                          OF THE FIRST PART

A N D:

           THOMPSON MINWAX (CANADA) LTD.

           (hereinafter called the "TENANT")

                                                         OF THE SECOND PART

A N D:

           CHANGEPOINT CORP.

           (hereinafter called the "SUBTENANT")

                                                          OF THE THIRD PART


WHEREAS:

     (a)   by a lease dated the 4th day of April, 1995 (the "LEASE"), the
           Landlord leased to the Tenant the premises known as Suite 701,
           1595 16th Avenue, Richmond Hill (the "PREMISES"), subject to the
           terms, covenants, provisos and conditions therein set forth;

     (b)   the Tenant intends to sublease by a sublease agreement dated
           August 31, 1997, a copy of which the Landlord is in receipt of,
           (the "SUBLEASE") to the Subtenant and the Tenant and the Subtenant
           have applied to the Landlord for consent to the Sublease.

NOW THIS INDENTURE WITNESSETH that in consideration of the covenants herein
exchanged the Parties agree as follows:

1.   Subject to the provisions of this Agreement, the Landlord does herein
     consent to such Sublease.

2.   The Tenant acknowledges that notwithstanding such consent and Sublease,
     the Tenant shall not be relieved of any of the covenants, provisos,
     conditions and agreements set forth in the Lease and that this Consent
     shall not be deemed to permit any further subletting. The Tenant further
     acknowledges that the execution of this Consent to Sublease by the
     Landlord does not imply approval by the Landlord of the provisions of
     the sublease agreement to be entered into by the Tenant and Subtenant.

3.   The Tenant and Subtenant acknowledges and agree that the payment of Base
     Rent and Additional Rent required under the Lease shall continue to be
     payable


<PAGE>

                                       2

     to the Landlord by the Tenant at the times required, provided that in
     the event of default by the Tenant (after notice and anytime to cure
     provided under the Lease), in the payment of Base Rent or Additional
     Rent, the Landlord shall have the right to collect the rent payable by
     the Subtenant pursuant to the terms and conditions of the Sublease
     directly from the Subtenant as agent for the Tenant and to apply any
     rent so collected against rental arrears owing by the Tenant to the
     Landlord.

     The Tenant and the Subtenant hereby acknowledge that the Landlord shall
     exercise this right to collect the rent payable pursuant to the Sublease
     by giving written notice to the Tenant and the Subtenant. The Subtenant
     covenants and agrees to thereafter pay such rent to the Landlord until
     such time as the Landlord notifies the Subtenant that the default has
     been cured by the Tenant. It is acknowledged that any such collection of
     rent by the Landlord from the Subtenant shall not be construed as to
     create a landlord/tenant relationship between the Landlord and the
     Subtenant and shall in no way limit the Tenant's liability to pay all
     rent outstanding under the Lease or in any way limit the Landlord's
     rights and remedies under the Lease or at law.

4.   The Tenant and Subtenant covenant and agree with the Landlord not to
     amend the terms of the Sublease without the consent in writing of the
     Landlord.

5.   The Subtenant covenants and agrees to abide by all the terms, covenants,
     provisos, conditions and agreements contained in the Lease save for the
     payment of Base Rent and Additional Rent.

6.   The Tenant agrees that in consideration of the Landlord giving such
     consent, it shall pay any fee charged by the Landlord for processing
     this Agreement. Said fee shall be approximately $425.00.

7.   The Subtenant covenants and agrees with the Landlord that if the Lease
     is terminated for any reason or surrendered, that from such date of
     termination or surrender the Sublease shall be deemed to be terminated.

8.   Notwithstanding the terms of the Sublease, the Tenant and Subtenant
     acknowledge and agree that the Premises will not be used for any purpose
     other than as permitted under the Lease.

9.   Notwithstanding the terms of paragraph 9 of the Sublease, it is agreed
     and understood that until such time as the Landlord delivers its written
     approval for any proposed changes or alterations, the Subtenant shall
     not be entitled to perform such changes or alterations notwithstanding
     that the Tenant may not have replied within a period of 14 days as set
     out in paragraph 9 of the Sublease.

10.  This Agreement shall enure to and be binding upon the respective heirs,
     executors, administrators and successors and permitted assigns of the
     Parties hereto.

11.  The parties acknowledge that the Lease is not personally binding upon
     and resort shall not be had nor shall recourse or satisfaction be sought
     from the private property of any of the unit holders of Investors Real
     Property Funds (the "FUND"), trustees, officers, directors, employees or
     agents of the trustee or manger of the Fund, it being intended and
     agreed that only the property of the Fund shall be bound by the Lease.
     Only the co-tenancy interests of Menkes Office Parks Ltd. and Investors
     Group Trust Co. Ltd. shall be bound by the Lease and the obligations
     under the Lease are not binding upon either of Menkes Office Parks Ltd.
     or Investors Group Trust Co. Ltd. in any other respect nor shall resort
     be had to any other property of any of Menkes Office Parks Ltd. or
     Investors Group Trust Co. Ltd. The rights and obligations of each of
     Menkes


<PAGE>

                                       3

     Office Parks Ltd. and Investors Group Trust Co. Ltd. under the Lease
     shall, in every case, be several and proportionate and not either joint
     or joint and several.

IN WITNESS WHEREOF the parties hereto have hereunto caused to be affixed
their corporate seals duly attested to by the hands of their respective
proper signing officers authorized in that behalf the day and year first
above written.

LANDLORD:                              LANDLORD:

MENKES OFFICE PARKS LTD.               INVESTORS GROUP TRUST CO. LTD.,
                                       AS TRUSTEE FOR INVESTORS REAL
Per: /s/ Illegible                     PROPERTY FUND
     --------------------------------
       [Authorized Signing Officer]
                                       Per: /s/
                                            ------------------------------
                                                  ROBERT G. DARLING
                                                    Vice President

                                       Per: /s/
                                            ------------------------------
                                                 MURRAY J. MITCHELL
                                                 Assistant Secretary

TENANT:                                SUBTENANT:

THOMPSON MINWAX (CANADA) LTD.          CHANGEPOINT CORP.


Per: /s/ Illegible                      Per: /s/ Illegible
     --------------------------------       -------------------------------
       [Authorized Signing Officer]           [Authorized Signing Officer]


Per: /s/ Illegible                       Per: /s/ John Anhang
     --------------------------------       -------------------------------
       [Authorized Signing Officer]           [Authorized Signing Officer]


<PAGE>

                       ADDENDUM TO AND EXTENSION OF LEASE

THIS AGREEMENT made this 28th day of October, 1999

B E T W E E N:

                                MENKES OFFICE PARKS LTD., AND
                                INVESTORS GROUP TRUST CO. LTD. AS TRUSTEE
                                FOR INVESTORS REAL PROPERTY FUND
                                (collectively Hereinafter called the "LANDLORD")

                                                           OF THE FIRST PART

                                - and -

                                CHANGEPOINT CORPORATION
                                (Hereinafter called the "TENANT")

                                                           OF THE SECOND PART

WITNESSETH

WHEREAS:

A.       By a lease dated the 18th day of May, 1995 (hereinafter called the
         "LEASE") made between the Landlord and the Tenant, the Landlord leased
         to the Tenant the premises known as 1595 16th Avenue, Suite 702,
         Richmond Hill, Ontario (the "PREMISES") for a term of five (5) years
         from the 23rd day of June, 1995 upon the terms and conditions therein
         set forth.

B.       The Tenant has made known its desire to lease certain additional
         premises known municipally as 1595 16th Avenue, Suite 701, Richmond
         Hill, Ontario (the "ADDITIONAL PREMISES"), containing approximately
         9,537 square feet for a term commencing the 1st day of April, 2000 and
         terminating the 30th day of September, 2000 (the "ADDENDUM TERM") and
         the Landlord has agreed to do so.

C.       The Tenant has also requested the Landlord grant to it this Extension
         of the Lease for the Premises for a further term of three (3) months
         and eight (8) days (the "EXTENSION TERM") from the 23rd day of June,
         2000 on the terms hereinafter set forth and the Landlord has agreed to
         do so.

Now in consideration of the mutual covenants hereinafter contained the Parties
agree as follows:

1.       The Landlord hereby leases to the Tenant the Additional Premises
         subject to the payment on the same days and in the like manner of
         Base Rental and additional rent save and except that the Base Rental
         for the Additional Premises from the 1st day of April, 2000, until
         the 30th day of September, 2000 shall be in the amount of $85,833.00
         per annum and the Base Rental monthly payments shall be in the
         amount of $7,152.75 per month plus G.S.T. The term of lease for the
         Additional Premises shall be six (6) months commencing on the 1st
         day of April, 2000 and

<PAGE>

                                        -2-

         terminating the 30th day of September, 2000, and subject to and with
         the benefit of the Tenant's and Landlord's covenants, provisos and
         conditions as contained in the Lease.

2.       The Landlord hereby leases to the Tenant the Premises subject to the
         payment on the same days and in the like manner of Base Rental and
         additional rent save and except that the Base Rental for the Extension
         Term shall be in the amount of $76,536.00 per annum and the Base Rental
         monthly payments shall be in the amount of $6,378.00 per month plus
         GST. The Extension Term for the Premises shall be for three (3) months
         eight (8) days commencing on the 23rd day of June, 2000 and terminating
         on the 30th day of September, 2000 and subject to and with the benefit
         of the Tenant's and Landlord's covenants, provisos and conditions
         contained in the Lease.

3.       The Landlord and Tenant hereby mutually covenant that they will perform
         and observe the several covenants, provisos and conditions in the Lease
         as fully as if such covenants, provisos and conditions has been
         repeated herein in full with such modifications only as are necessary
         to make them applicable to this Addendum to and Extension of Lease. It
         is further understood and agreed that any clauses in the Lease relating
         to Landlord's work, Base Rental free or additional rent free periods,
         Landlord's warranties, options to extend, early occupancy, early
         access, additional rent estimates and any other such tenant inducements
         are not applicable to the Addendum Term or Extension Term unless
         otherwise stated herein.

4.       Provided it is mutually agreed and understood that if the Tenant
         duly and regularly pays the Base Rental and additional rental and
         performs all of the provisos and agreements contained in the Lease
         and this Addendum to and Extension of Lease on the part of the
         Tenant to be performed, and provided further that the Tenant is not
         habitually in default under the terms of the Lease and this Addendum
         to and Extension of Lease and is not in default at the time of the
         exercise of the option herein, then the Landlord shall, at the
         expiration of the Addendum Term and Extension Term hereof, upon
         written request of the Tenant, grant to the Tenant a further
         extension of the Lease, as extended, for a further period of five
         (5) years upon the same terms and conditions as contained herein,
         save as to the Base Rental rate, save as to any further right of
         extension and in an "as is" condition. Provided always that the
         Tenant shall have given to the Landlord notice in writing on or
         before March 28, 2000 of its desire to have such extension. The Base
         Rental rate for such extension term shall be at the then fair market
         rate at the time of the exercise by the Tenant for similar premises
         in a similar area and as mutually agreed between the Landlord and
         the Tenant. In the event that the Landlord and the Tenant are unable
         to agree upon the Base Rental rate for such extension term by 120
         days prior to the maturity date, the matter shall be submitted to
         arbitration by notice given by either party to the other. Upon such
         notice being given, the dispute shall be determined by the award of
         3 arbitrators, or by a majority of them, one to be named by the
         Landlord and one by the Tenant within 30 days of the giving of such
         notice, and the 3rd to be selected by these 2 arbitrators within 7
         days after both have been nominated. If either the Landlord or the
         Tenant shall neglect or refuse to name its arbitrator in the time
         specified or to proceed with the arbitration, the arbitrator named
         by the other party shall proceed with the arbitration, and the award
         of such arbitrator shall be final and binding upon the Landlord and
         the Tenant. The Arbitrators shall have all the power given by the
         Arbitrations Act of

<PAGE>

                                        -3-

         Ontario and may at any time proceed in such manner as they see fit
         on such notice as they deem reasonable in the absence of either
         party, if such party fails to attend. Each party shall pay its own
         costs and shall share equally the costs of arbitration. The award
         and determination of the arbitrators shall be final and binding upon
         both parties hereto and each party agrees not to appeal any such
         award or determination.

         In no event shall the Base Rental for the extension period be less than
         the highest Base Rental payable under the final year of the Extension
         Term.

         If the award of the arbitrators is not given before the commencement
         date of such extension term, then the Tenant shall commence paying base
         rental at the market rate as determined by the Landlord together with
         additional rental, which shall be adjusted forthwith after the award of
         the arbitrators has become final and binding, to be calculated from the
         commencement date of the extension term.

         Interest at the rate set out herein shall be calculated monthly on the
         difference between the base rental paid by the Tenant and the actual
         amount awarded by the arbitrators and shall be paid forthwith upon
         demand when the arbitrators' decision has been made.

         The extension of lease form shall be prepared by the Landlord at the
         Tenant's cost and the Tenant covenants and agrees to pay to the
         Landlord said costs forthwith upon demand.

5.       It is understood and mutually agreed that there is no further right of
         extension for either the Premises or the Additional Premises unless
         otherwise negotiated between the Parties.

6.       The Parties agree to execute such further and other documentation as
         may be necessary to give this agreement full force and effect.

7.       This agreement shall be binding upon the respective heirs, executors,
         administrators, successors and permitted assigns of the Parties hereto.



IN WITNESS WHEREOF the Parties hereto have hereunto caused to be affixed their
corporate seals, duly attested to by the hands of their proper signing officers
authorized in that behalf.

<PAGE>

                                        -4-

SIGNED, SEALED AND DELIVERED         ) MENKES OFFICE PARKS LTD.
IN THE PRESENCE OF                   )
                                     )
                                     ) Per: ________________________________

                                     )                            (Landlord)
                                     )

                                     )
                                     ) INVESTORS GROUP TRUST CO. LTD. AS
                                     ) TRUSTEE FOR INVESTORS REAL
                                     ) PROPERTY FUND
                                     )
                                     )

                                     ) Per: ________________________________

                                     )                            (Landlord)
                                     )

                                     )
                                     ) Per: ________________________________

                                     )                            (Landlord)
                                     )

                                     )
                                     ) CHANGEPOINT CORPORATION
                                     )

                                     )
                                     ) Per: ________________________________

                                     )                              (Tenant)
                                     )


<PAGE>

                                      LEASE

THIS LEASE made as of the 15th day of August, 1994
PURSUANT TO THE SHORT FORMS OF LEASES ACT

BETWEEN

                         MENKES OFFICE PARKS LTD. AND
                         INVESTORS GROUP TRUST CO. LTD.
                         AS TRUSTEE FOR INVESTORS REAL
                         PROPERTY FUND

                         (the "Landlord")

                                                             OF THE FIRST PART

                         - AND -

                         BATTERY TECHNOLOGIES INC.

                         (the "Tenant")

                                                             OF THE SECOND PART

ARTICLES.  For convenience of reference this Lease has been divided
into the following Articles:

         Article I                  - Definitions
         Article II                 - Lease Term and Payments
         Article III                - Landlord and Tenant Covenants
         Article IV                 - Repair and Damage
         Article V                  - Taxes and Operating Costs
         Article VI                 - Utilities and Additional Services
         Article VII                - Assigning and Subletting
         Article VIII               - Fixtures and Improvements
         Article IX                 - Insurance and Liability
         Article X                  - Subordination, Attornment and Certificates
         Article XI                 - Remedies of Landlord on Tenant's Default
         Article XII                - Events Terminating Lease
         Article XIII               - Miscellaneous
         Article XIV                - Other Provisions

LIST OF SCHEDULES.                The following schedules form an integral part
of this Lease:

         Schedule "A" - Legal Description of Lands
         Schedule "B" - Leased Premises
         Schedule "C" - Rules and Regulations

                          ARTICLE I - DEFINITIONS

1.0      DEFINITIONS. In this Lease the following defined terms shall have the
         meanings set forth below.

         "ADDITIONAL RENT" means Operating Costs under Section 5.5, Taxes under
         5.3, Electricity under 6.2, and Insurance under Article IX and all
         other charges, costs and expenses required to be paid by the Tenant
         under the terms of this Lease (other than Base Rent) whether payable to
         the Landlord or not.

         "ADDITIONAL SERVICES" means the services and supervision supplied by
         the Landlord to the Leased Premises and Common Area Facilities and
         referred to herein or in any other provision hereof as Additional
         Services and any other services which from time to time the Landlord
         supplies to the Tenant at the Tenant's written request or as the
         Landlord deems necessary, acting reasonably and which are additional to
         the janitor and cleaning and other services typically supplied in a
         first class office building, supervision in connection with the making
         of any repairs or alterations by the Tenant affecting the Base
         Building, building systems or Leasehold Improvements.

         "ATTIC STOCK" means spare fan, pump and cooling tower motors, base
         Building light fixtures, fuses, etc.


<PAGE>
                                                                             2

         "BASE RENT" means the base rent payable by the Tenant in accordance
         with Section 2.3.

         "BUILDING" means the building municipally known as 1595 16th Avenue,
         Richmond Hill, Ontario.

         "CAPITAL TAX" is an amount presently or hereafter imposed from time to
         time pursuant to Part III of the Corporations Tax Act (Ontario) (the
         "Act") upon the Landlord or the owner of the Building and Lands and
         payable by the Landlord on account of its interest in the Building and
         the Lands or any part thereof, or its interest in or capital employed
         in the Building and the Lands, as the case may be.

         "COMMENCEMENT DATE" means October 1, 1994.

         "COMMON AREA FACILITIES" means all facilities, improvements,
         installations, utilities and equipment located in the Building or the
         Lands immediately surrounding the Building.

         "COMMON AREAS" means those areas, facilities, utilities, improvements,
         equipment and installations comprising the Lands and Building and which
         are not leased or designated for lease to tenants but are provided to
         be used in common by (or by the sublessees, agents, employees,
         customers or licensees of) the Landlord, the Tenant, and other tenants
         of the Building and other buildings on the Lands, whether or not the
         same are open to the general public or a specific tenant of the
         Building, and include, but are not limited to, parking areas and all
         vestibules for and entrances and exits thereto; driveways, truckways
         and related areas; corridors and underground or above ground tunnels or
         passageways; stairways, escalators, ramps, and elevators and other
         transportation equipment and systems; tenant, common and public
         washrooms; telephone, meter, valve, mechanical, mail, storage, service
         and janitor rooms; fire prevention, security and communication systems,
         any fixtures, chattels, systems, decor, signs, facilities, or
         landscaping and planted areas contained therein or maintained or used
         in connection therewith.

         "COST OF ADDITIONAL SERVICES" shall mean in the case of Additional
         Services provided by the Landlord a reasonable charge made therefor by
         the Landlord which shall not exceed the cost of obtaining such services
         from independent contractors and in the case of Additional Services
         provided by independent contractors the Landlord's total cost of
         providing Additional Services to the Tenant including the proportionate
         cost of all direct labour (including salaries, wages and fringe
         benefits) and materials and other direct expenses incurred, the cost of
         supervision without duplication or profit and other expenses reasonably
         allocated thereto.

         "INSURED DAMAGE" means that part of any damage occurring to the Leased
         Premises of which the entire cost of repair is actually recovered by
         the Landlord under a policy of insurance in respect of fire and other
         perils from time to time effected by the Landlord, or for which the
         Landlord has self-insured under Section 9.1 herein.

         "LAND" means those lands described in Schedule "A" attached
         hereto.

         "LEASE" means this lease between the Landlord and the Tenant,
         and all amendments hereto.

         "LEASEHOLD IMPROVEMENTS" means all fixtures, improvements,
         installations, alterations and additions from time to time made,
         erected or installed by or on behalf of the Tenant or by or on behalf
         of any other previous occupant in the Leased Premises (including the
         Landlord) with the exception of trade


<PAGE>
                                                                             3

         fixtures, furniture and equipment, (not of the nature of fixtures),
         modular office furniture systems, improvements of a cosmetic nature
         such as rugs (but not broadloom), decorations and other improvements
         moveable without the use of tools, but Leasehold Improvements
         include all office partitions however affixed and includes wall-to-wall
         and other carpeting with the exception of such carpeting where laid
         over vinyl tile or other finished floor and affixed so as to be
         readily removable without damage.

         "LEASED PREMISES" means approximately 5,801 square feet of Rentable
         Area on the 6th floor of the Building as outlined in red on the plans
         attached as Schedule "B" and known as suite 601.

         "NORMAL BUSINESS HOURS" means the hours of 7:00 a.m. to 7:00
         p.m. Monday to Friday, except public holidays.

         "OPERATING COSTS" means the total of all expenses, costs, and outlays
         incurred in the complete maintenance, repair and operation of the
         Building and Common Area Facilities, whether incurred by or on behalf
         of the Landlord.

         (i)      Operating Costs shall include without limiting the
                  generality of the foregoing (but subject to certain
                  deductions as hereinafter provided), the cost of providing
                  complete cleaning and janitorial services, the cost of
                  building supplies used in the maintenance of the Building,
                  Attic Stock, supervisory (if any) and maintenance
                  services, exterior landscaping, snow removal, garbage and
                  waste collection and disposal, rental of equipment and
                  signs, janitorial services to the Common Areas of the
                  Building, the cost of operating elevators, the cost of
                  heating, cooling and ventilating all space including both
                  rentable and non-rentable areas, the cost of providing hot
                  and cold water, electricity (including lighting), and the
                  replacement of electric light bulb tubes, starters and
                  ballasts, telephone and other utilities and services to
                  both rentable and non-rentable areas, the cost of all
                  repairs including repairs to the Building or services in
                  the Building or Common Area Facilities including elevators,
                  depreciation on the central HVAC systems distribution plant
                  and associated equipment, depreciation on all fixtures,
                  equipment and facilities requiring periodic maintenance or
                  substantial replacement, the cost of window cleaning, and
                  providing security (if any), the cost of all insurance for
                  liability or fire or other casualties referred to in
                  Article 9.1, accounting costs incurred in connection with
                  maintenance and operation including computations required
                  for the imposition of charges to tenants and audit charges
                  required to be incurred for the conclusive determination of
                  any costs hereunder, legal fees, the amount of all salaries
                  (only to the extent that such salaries or a proportion
                  thereof, relate directly to the Building), wages and fringe
                  benefits, unemployment and workers compensation insurance
                  premiums, pension plan contributions and other similar
                  premiums and contributions paid or provided to employees
                  directly or a reasonable proportion thereof engaged in the
                  maintenance, repair or operation of the Building, amounts
                  paid to independent contractors for any services in
                  connection with such maintenance, repair or operation, the
                  cost of management fees, and other indirect expenses to the
                  extent allocable to the maintenance, repair and operation
                  of the Building and Common Area Facilities and all other
                  expense of every nature incurred in connection with the
                  maintenance, repair and operation of the Building and
                  Common Area Facilities; and

         (ii)     Operating Costs shall exclude debt service, and all management
                  costs not allocable to the actual maintenance,

<PAGE>
                                                                             4
                  repair and operation of the Building (such as that incurred
                  in connection with leasing and rental advertising).

         "PROPERTY" means the Land and Building.

<PAGE>
                                                                             5
         "PROPORTIONATE SHARE" shall mean the fraction which has as its
         numerator the Rentable Area of the Leased Premises and has as its
         denominator the total Rentable Area of the Building. The total Rentable
         Area of the Leased Premises shall be adjusted from time to time, as may
         be reasonably necessary, to give effect to any structural or functional
         changes affecting the calculation of total Rentable Areas.

         "RENT"  means Base Rent and Additional Rent.

         "RENTABLE AREA" in this Lease means:

         (i)      in the case of a single tenancy on a whole floor of the
                  Building, all areas within the inside finished surface of
                  the dominant portion of the permanent outer Building
                  walls and shall be computed by measuring the inside
                  finished surface of the dominant portion of the permanent
                  outer Building walls and shall include Service Areas and
                  any special stairs and/or elevators for the specific sole
                  use of that floor, but excluding stairs, elevator shafts,
                  flues, pipe shafts and vertical ducts and the like and
                  their enclosing walls (the "VERTICAL OPENINGS"), with no
                  deductions for columns or projections necessary to the
                  Building plus a gross-up factor for ground floor services
                  in common with other tenants, including, but not limited
                  to vestibules, corridors, elevator lobbies, mechanical,
                  electrical, telephone, mail, garbage and janitor's rooms,
                  such factor to be based upon a ratio which the ground
                  floor Service Areas of the Building bears to the gross
                  floor area, less Vertical Openings of the Building; and

         (ii)     in the case of a floor of the Building to be occupied by
                  more than one tenant, all areas from the inside finished
                  surface of the dominant portion of the permanent outer
                  Building walls to the Tenant's side of corridors and/or
                  other permanent interior walls and to the centre of
                  demising partitions which separate the area occupied from
                  adjoining rentable premises, herein referred to as the
                  "USABLE AREA", plus a gross-up factor for the Service
                  Areas on the floor in common with other tenants on the
                  same floor, including, but not limited to, corridors,
                  elevator lobbies, mechanical, electrical, telephone and
                  janitor's rooms exclusively serving the floor, such
                  factor to be based upon a ratio which the Service Areas
                  of the floor bear to the sum of the Usable Area of the
                  floor, plus an additional gross-up factor for ground
                  floor services in common with other tenants, including,
                  but not limited to, vestibules, corridors, elevator
                  lobbies, mechanical, electrical, telephone, mail, garbage
                  and janitor's rooms, such factor to be based upon a ratio
                  which the ground floor Service Areas of the Building
                  bears to the gross floor area, less Vertical Openings of
                  the Building.

         "RULES AND REGULATIONS"  means the rules and regulations
         attached as Schedule "C".

         "SERVICE AREAS" shall mean the area of corridors, elevator, lobbies,
         service elevator lobbies, washrooms, air-cooling rooms, fan rooms,
         janitor's closets, telephone and electrical closets and other closets
         serving the Leased Premises in common with other premises on the same
         floor.

         "TAXES" means all taxes, rates, duties, levies and assessments
         whatsoever, whether municipal, parliamentary or otherwise, levied,
         imposed or assessed against the Building, Common Areas or Common Area
         Facilities or upon the Landlord in respect thereof including Capital
         Tax and commercial concentration tax, or from time to time levied,
         imposed or assessed in the future in lieu thereof, or in addition
         thereto, whether now


<PAGE>
                                                                             6
         contemplated or not, and those levied, imposed or assessed for
         education, schools and local improvements and including all
         costs and expenses (including legal and other professional fees and
         interest and penalties on deferred payments), incurred by the Landlord
         in good faith in contesting, resisting or appealing any taxes, rates,
         duties, levies or assessments, but excluding taxes and license fees in
         respect of any business carried on by tenants and occupants of the
         Building (including the Landlord) to the extent such taxes are not
         levied in lieu of taxes, rates, duties, levies and assessments against
         the Building or upon the Landlord in respect thereof, and shall also
         include any and all taxes which may in future be levied in lieu of
         taxes as hereinbefore defined, and also including Large Corporations
         Tax or any similar or successor tax in lieu thereof or in addition
         thereto assessed upon the Landlord.

         "TERM" means the term of the Lease stipulated in paragraph
         2.2.

         "UTILITIES" means electricity as described in Article 6.2, natural gas
         and any other utility required in the operation of the Building.

                           ARTICLE II - LEASE TERM AND PAYMENTS

2.1      DEMISE. In consideration of the rents, covenants and agreements
         hereinafter reserved and contained, the Landlord hereby leases to the
         Tenant, for the exclusive use of the Tenant, the Leased Premises for
         the Term.

2.2      TERM. The Lease shall have a term of six (6) years commencing on the
         1st day of October, 1994 and terminating the 30th day of September,
         2000, unless such term shall be sooner terminated as hereinafter
         provided.

2.3      BASE RENT. THE TENANT SHALL PAY during the first year of the within
         Term the sum of $39,156.75 of lawful money of Canada in nine (9) equal
         monthly instalments of $4,350.75, in advance, the first of such
         instalment to become due and payable on January 1, 1995 (the "BASE
         RENTAL").

         BASE RENT. THE TENANT SHALL PAY during the second year of the within
         Term the sum of $52,209.00 of lawful money of Canada in twelve (12)
         equal monthly instalments of $4,350.75, in advance, the first of such
         instalment to become due and payable on October 1, 1995 (the "BASE
         RENTAL").

         BASE RENT. THE TENANT SHALL PAY during the third year of the within
         Term the sum of $58,010.04 of lawful money of Canada in twelve (12)
         equal monthly instalments of $4,834.17, in advance, the first of such
         instalment to become due and payable on October 1, 1996 (the "BASE
         RENTAL").

         BASE RENT. THE TENANT SHALL PAY YEARLY AND EVERY YEAR during the
         fourth, fifth and sixth year of the within Term the sum of $69,612.00
         of lawful money of Canada in twelve (12) equal monthly instalments of
         $5,801.00, in advance, the first of such instalment to become due and
         payable on October 1, 1997 (the "BASE RENTAL").

         The aforesaid annual Base Rent is calculated on the basis of the
         Rentable Area of the Leased Premises being 5,801 square feet at a rate
         of:

         $9.00 per square foot of Rentable Area for the first two (2)years of
         the Term; $10.00 per square foot of Rentable Area for the third year of
         the Term; and

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                                                                             7
         $12.00 per square foot of Rentable Area for the fourth, fifth and
         sixth year of the Term.

<PAGE>
                                                                             8

         IF THE TERM COMMENCES on any day other than the first or ends on any
         day other than the last day of the month, the Base Rental and
         additional rental for the fractions of a month at the commencement and
         at the end of the Term shall be adjusted pro rata. All Base Rental
         payments shall be payable on the first of each month.

2.4      PREPAID RENT. The Landlord acknowledges receipt of the sum of
         $8,392.13, including GST, representing payment on account of the first
         Rents due hereunder.

2.5      SECURITY DEPOSIT. The Landlord acknowledges receipt of the sum of
         $8,000.00, to be held by the Landlord without any liability on the part
         of the Landlord for the payment of interest thereon as a security
         deposit for the faithful performance by the Tenant of the terms,
         covenants and conditions of this Lease during the Term hereof and not
         be applied on account of Base Rent. It is understood and agreed between
         the Parties that any portion of this security deposit may be applied
         towards the payment of overdue or unpaid Base Rent or Additional Rent
         and may also be applied as compensation to the Landlord for any loss or
         damage sustained with respect to the breach on the part of the Tenant
         of any terms, covenants and conditions of this Lease, provided in all
         cases however, that all the Landlord's other rights, either in law or
         under this Lease are observed, and the Tenant's liability hereunder is
         not limited to the amount of this security. If during the Term of this
         Lease any portion of the security deposit is so applied, then the
         Tenant will on written demand provide the Landlord with a sufficient
         amount in cash to restore this deposit to the original sum deposited.
         The Landlord will refund to the Tenant forthwith after the expiry date
         of the within lease any portion of the security deposit not used by the
         Landlord after application by the Landlord to any damage incurred by
         the default of the Tenant under the terms of this Lease. It is further
         provided that the Landlord will be discharged from any liability to the
         Tenant with respect to this security if it is transferred to any
         purchaser of the Landlord's interest in the Leased Premises.

2.6      POST-DATED CHEQUES

         The Tenant shall deliver to the Landlord, prior to the Tenant taking
         possession of the Premises, twelve (12) post-dated cheques each in the
         amount equal to the monthly Base Rent plus the Additional Rent payments
         required under this Lease. One month prior to the first and subsequent
         anniversaries of the Lease, the Tenant agrees to deliver twelve (12)
         post-dated cheques to the Landlord.

                   ARTICLE III - LANDLORD AND TENANT COVENANTS

3.1      LANDLORD COVENANTS. The Landlord covenants with the Tenant:

         (a)      QUIET ENJOYMENT.  To provide for quiet enjoyment.

         (b)      INTERIOR CLIMATE CONTROL.  To provide to the Leased
                  Premises during Normal Business Hours, processed air by
                  means of a system for heating and cooling, filtering and
                  circulating, processed in such quantities, and at such
                  temperatures as shall be reasonable in accordance with
                  good standards of interior climate control generally
                  pertaining to normal occupancy of premises for office
                  purposes.  The Landlord shall have no responsibility for
                  inadequacy of the performance of the said system if the
                  Leased Premises depart from the design criteria.

         (c)      ELEVATORS. Subject to the supervision of the Landlord and
                  except when repairs are being made thereto, to

<PAGE>
                                                                             9

                  furnish for use by the Tenant and its employees and invitees
                  in common with other persons entitled thereto reasonable
                  standards of passenger elevator service to the Leased
                  Premises. The Tenant shall be responsible for any damages
                  caused to the  elevator as a result of taking possession
                  or giving up possession of the Leased Premises and shall
                  pay such costs forthwith upon demand as Additional Rent.

         (d)      ENTRANCES LOBBYS, ETC.. To permit the Tenant and its employees
                  and invitees to have the use in common with others entitled
                  thereto of the common entrances, lobbies, stairways, elevators
                  and corridors of the Building giving access to the Leased
                  Premises (subject to the Rules and Regulations and such other
                  reasonable limitations as the Landlord may from time to time
                  impose).

         (e)      WASHROOMS. To permit the Tenant and its employees and
                  invitees, in common with others entitled thereto to use the
                  washrooms available to the Leased Premises on each floor of
                  the Building upon which any part of the Leased Premises is
                  located.

         (f)      JANITOR SERVICE. To cause when reasonably necessary from time
                  to time the floors and windows of the Leased Premises to be
                  swept and cleaned and the desks, tables and other furniture of
                  the Tenant to be dusted, all in keeping with a first-class
                  office building, such work shall be done at the Landlord's
                  direction without interference by the Tenant, its servants or
                  employees.

         (g)      MAINTENANCE OF COMMON AREAS. To cause the elevators, common
                  entrances, lobbies, stairways, corridors, washrooms and other
                  parts of the Building from time to time provided for common
                  use and enjoyment to be swept, cleaned or otherwise maintained
                  substantially in keeping with a first-class office building.

3.2      TENANT COVENANTS.  The Tenant covenants with the Landlord:

         (a)      RENT.  To pay Base Rent and Additional Rent.

         (b)      PERMITTED USE. To use the Leased Premises only for the purpose
                  of any lawful business or office undertaking and not to use or
                  permit to be used the Leased Premises or any part thereof for
                  any other purpose or business.

         (c)      WASTE AND NUISANCE. Not to commit or permit any waste, damage
                  or injury to the Leased Premises including the Leasehold
                  Improvements and trade fixtures therein, reasonable wear and
                  tear excluded, any overloading of the floors thereof, any
                  nuisance therein or any use or manner of use causing
                  unreasonable annoyance to other tenants and occupants of the
                  Building.

         (d)      CONDITION. Not to permit the Leased Premises to become
                  hazardous or permit unreasonable quantities of waste or refuse
                  to accumulate therein and at the end of each business day to
                  leave the Leased Premises in a condition such as to reasonably
                  facilitate the performance of the Landlord's janitor and
                  cleaning services referred to herein.

         (e)      BY-LAWS. To comply at its own expense with all municipal,
                  federal, provincial, sanitary, fire, building and safety
                  statutes, laws, by-laws, regulations, ordinances, orders or
                  regulations pertaining to the operation and use of the Leased
                  Premises, the condition of the Leasehold Improvements, trade
                  fixtures, furniture and equipment installed by the Tenant
                  therein and the making by the Tenant of any repairs, changes
                  or improvements therein.

<PAGE>
                                                                            10

<PAGE>
                                                                            11

         (f)      FIRE EXIT DOORS. To permit the installation by the Landlord of
                  all doors in the exterior wall of the Leased Premises
                  necessary to comply with the requirements of any statute, law,
                  by-law, regulation, ordinance, order or regulation.

         (g)      RULES AND REGULATIONS. To observe and to cause its employees,
                  invitees and others over whom the Tenant can reasonably be
                  expected to exercise control, the Rules and Regulations and
                  such further and other reasonable rules and regulations and
                  amendments and changes therein as may hereafter be made by the
                  Landlord and notified to the Tenant.

         (h)      OVERHOLDING. That in the event that the Tenant remains in
                  possession of the Leased Premises after the termination of
                  the original Term hereby created, without other special
                  agreement, it shall be at the monthly base rent equal to the
                  Base Rent and Additional Rent payable during the last month of
                  the Term hereof, times two, payable on the first day of each
                  and every month and subject in other respects to the terms of
                  this Lease, including those provisions requiring the payment
                  of Base Rent and Additional Rent in monthly installments.

3.3      SIGNS AND DIRECTORY. The Tenant covenants not to permit, paint,
         display, inscribe, place or affix any sign, symbol, notice or lettering
         of any kind anywhere outside the Leased Premises (whether on the
         outside or inside of the Building) or within the Leased Premises so as
         to be visible from the outside of the Leased Premises, with the
         exception only of an identification sign at or near the entrance to the
         Leased Premises and a directory listing in the main lobby of the
         Building, in each case containing only the name of the Tenant and to be
         subject to the approval of the Landlord as to size, location, content
         and design criteria as established by the Landlord. Such identification
         sign and directory listing shall be installed by the Landlord at the
         expense of the Tenant, which expense shall be the invoice cost plus 15%
         for an administration fee. The Landlord's acceptance of any name for
         listing upon the directory will not be deemed, nor will it substitute
         for the Landlord's consent if required by this Lease to any sublease,
         assignment or other occupancy of the Leased Premises.

3.4      INSPECTION AND ACCESS. The Landlord shall be permitted to enter and to
         have its authorized agents, employees and contractors enter the Leased
         Premises, for the purpose of inspection, window cleaning, maintenance,
         providing janitor service, making repairs, alterations or improvements
         to the Leased Premises or the Building, or to have access to utilities
         and services and access panels which the Tenant agrees not to obstruct,
         or to determine the electric light and power consumption by the Tenant
         in the Leased Premises and the Tenant shall provide free and unhampered
         access for such purposes and shall not be entitled to compensation for
         any inconvenience, nuisance, discomfort or loss caused thereby, but the
         Landlord, in exercising its rights hereunder, shall proceed to the
         extent reasonably possible so as to minimize interference with the
         Tenant's use and enjoyment of the Leased Premises.

3.5      EXHIBITING PREMISES. The Landlord and its authorized agents and
         employees shall be permitted entry to the Leased Premises during the
         last six (6) months of the term for the purpose of exhibiting them to
         prospective tenants or at any time for the purposes of arranging
         financing for the Building.

3.6      LANDLORD'S CONTROL. The Tenant acknowledges that the Common Area
         Facilities are at all times subject to the exclusive control and
         operation of the Landlord, and the Landlord shall

<PAGE>
                                                                            12

         have the right to construct improvements, alterations and additions
         thereto and to relocate the various facilities thereon.

3.7      FINANCIAL STATEMENTS. The Tenant will, at the request of the Landlord,
         supply copies of his financial statements to the Landlord or to the
         mortgagees, if any, on the said lands or a prospective mortgagee.

                         ARTICLE IV - REPAIR AND DAMAGE

4.1 TENANT'S REPAIRS. The Tenant covenants with the Landlord:

         (a)      to keep in good and reasonable state of repair and consistent
                  with the general standards of first-class office buildings in
                  Metropolitan Toronto, to perform all repairs and replacements
                  as a prudent tenant would do (reasonable wear and tear
                  excepted) to the Leased Premises including all Leasehold
                  Improvements and all trade fixtures therein and all glass
                  therein.

         (b)      that the Landlord may enter and view the state of repair from
                  time to time and that the Tenant will repair if required to do
                  so pursuant to the terms of this Lease, according to notice in
                  writing and that the Tenant will leave the Leased Premises in
                  a good and reasonable state of repair.

         (c)      that if any part of the Building other than the Leased
                  Premises becomes out of repair, damaged or destroyed through
                  the negligence or misuse of the Tenant or its employees,
                  invitees or others over whom the Tenant can reasonably be
                  expected to exercise control, the expense of repairs or
                  replacements thereto necessitated thereby shall be the
                  responsibility of the Tenant.

4.2      ABATEMENT AND TERMINATION. It is agreed between the Landlord and the
         Tenant that:

         (a)      In the event of damage to the Leased Premises or to the
                  Building affecting access or services essential to the
                  conduct of business in the Leased Premises and if the
                  damage is such that the Leased Premises or any substantial
                  part thereof is rendered not reasonably capable of use and
                  occupancy by the Tenant for the purposes of its business
                  for any period of time in excess of 10 days, then

                  (i)      unless the damage was caused by the misuse, fault,
                           negligence of the Tenant or its employees,
                           invitees or others under its control, from and
                           after the date of occurrence of the damage and
                           until the Leased Premises are again reasonably
                           capable of use and occupancy as aforesaid, Base
                           Rent (but not any other payments required to be
                           made by the Tenant hereunder) shall abate from
                           time to time in proportion to the part or parts of
                           the Leased Premises not reasonably capable of such
                           use and occupancy, and

                  (ii)     unless this Lease is terminated as hereinafter
                           provided, the Landlord or the Tenant as the case may
                           be (according to the nature of the damage and their
                           respective obligations to repair as provided herein,
                           it being understood that the Tenant shall have the
                           obligation to repair and replace all Leasehold
                           Improvements and all Tenant's trade fixtures) shall
                           repair such damage with all reasonable diligence, but
                           to the extent that any part of the Leased Premises is
                           not reasonably capable of such use and occupancy by
                           reason of

<PAGE>
                                                                            13

                           damage which the Tenant is obligated to repair
                           hereunder, any abatement of Rent to which the Tenant
                           is otherwise entitled hereunder shall not extend
                           later than the time by which repairs by the Tenant
                           ought to have been completed with reasonable
                           diligence; and

         (b)      if either the entire or substantially all of the Leased
                  Premises, or premises whether of the Tenant or other
                  tenants of the Building comprising in the aggregate 50% or
                  more of the Rentable Area of the Building are substantially
                  damaged or destroyed by any cause to such an extent in the
                  reasonable opinion of the Landlord cannot be repaired or
                  rebuilt within 180 days after the occurrence of the damage
                  or destruction, the Landlord may at its option, exercisable
                  by written notice to the Tenant given within 30 days after
                  the occurrence of such damage or destruction terminate this
                  Lease in which event neither the Landlord nor the Tenant
                  shall be bound to repair as provided herein  and the Tenant
                  shall instead deliver up possession of the Leased Premises
                  to the Landlord with reasonable expedition but in any event
                  within 60 days after delivery of such notice of termination
                  and rent shall be apportioned and paid to the date upon
                  which possession is so delivered up (but, subject to any
                  abatement to which the Tenant may be entitled under
                  paragraph (a) of this clause 4.2 by reason of the Leased
                  Premises having been rendered in whole or in part not
                  reasonably capable of use and occupancy), but otherwise the
                  Landlord or the Tenant as the case may be (according to the
                  nature of the damage and their respective obligations to
                  repair described in 4.2 (a) (ii)) shall repair such damage
                  with reasonable diligence.

                      ARTICLE V - TAXES AND OPERATING COSTS

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

5.2      LANDLORD'S TAX OBLIGATIONS. The Landlord covenants with the Tenant,
         subject to the provisions herein, to pay all Taxes promptly when due to
         the taxing authority or authorities having jurisdiction.

5.3      TENANT'S TAX OBLIGATIONS. The Tenant covenants with the
         Landlord:

         (i)      to pay promptly when due to the taxing authority or
                  authorities having jurisdiction all taxes, rates, duties,
                  levies and assessments whatsoever, whether municipal,
                  parliamentary or otherwise, levied, imposed or assessed
                  in respect of any and every business carried on by the
                  Tenant, subtenants, licensees, or other occupants of the
                  Leased Premises or in respect of the use or occupancy
                  thereof (including licence fees); and

         (ii)     to pay promptly to the Landlord when demanded or otherwise due
                  hereunder:

                  (1)      all Taxes charged in respect of all Leasehold
                           Improvements and trade fixtures and all furniture and
                           equipment made, owned or installed by or on

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                                                                            14

                           behalf of the Tenant in the Leased Premises as
                           Additional Rent;

                  (2)      if by reason of the act, election or religion of the
                           Tenant or any subtenant, licensee or occupant of the
                           Leased Premises, the Leased Premises or any part of
                           them shall be assessed for the support of Separate
                           Schools, the amount by which the Taxes so payable
                           exceed those which would have been payable if the
                           Leased Premises had been assessed for the support of
                           Public Schools; and

                  (3)      the Tenant's Proportionate Share of Taxes as
                           Additional Rent in the manner stipulated herein.

   (iii)          notwithstanding any other provisions of this Lease to the
                  contrary, the Tenant shall pay to the Landlord, at such
                  times and in such manner as the Landlord may direct,
                  without duplication, an amount equal to all goods and
                  service taxes, sales taxes, value-added taxes or any other
                  taxes imposed with respect to Base Rent, Additional Rent or
                  other amounts payable by the Tenant to the Landlord under
                  this Lease, howsoever such taxes are characterized.  The
                  amount payable by the Tenant hereunder shall not be deemed
                  to be Base Rent or Additional Rent but the Landlord shall
                  have all of the same rights and remedies for recovery of
                  same as it has for recovery of Base Rent and Additional
                  Rent hereunder.

         Whenever requested by the Landlord the Tenant will deliver to it
         receipts for payment of all taxes, rates, duties, levies and
         assessments payable by the Tenant hereof and furnish such other
         information in connection therewith as the Landlord may reasonably
         require.

5.4      METHOD OF PAYMENT OF TAXES. The Tax payments required to be made by the
         Tenant to the Landlord under the provisions of 5.3 (ii) herein shall be
         estimated by the Landlord, and the Tenant shall pay to the Landlord in
         addition to the monthly payments of Base Rent hereinbefore reserved,
         one-ninth of the estimated annual tax payments in the months of January
         to September, both inclusive, in each calendar year with an adjustment
         being made when the property tax bill respecting the Building is
         received by the Landlord for each year. The Tenant shall within sixty
         (60) days of being invoiced pay to the Landlord such additional sums as
         may be required in order that out of such monthly additional payments,
         the Landlord may pay the whole amount of the annual taxes as the
         installments thereof fall due; and if the monthly additional payments
         so paid by the Tenant to the Landlord exceed in total the Tenant's
         Proportionate Share of the annual property tax bill with respect to the
         Building and Lands of which the Leased Premises form part, then the
         excess shall be adjusted by the Landlord in favour of the Tenant by
         applying such excess on account of the next ensuing rental payments due
         (following the issue of the yearly statement) and such next ensuing
         rental payments shall be reduced by such excess accordingly. The
         Landlord shall forward to the Tenant copies of all notices or tax bills
         relating to the imposition of property taxes or other charges required
         hereunder to be paid as to part or all thereof by the Tenant. In the
         event that the Landlord is unable to obtain or determine a separate
         allocation of taxes payable by the Tenant under this Lease, the
         Landlord shall have the right to make an allocation, but shall be
         obligated to act reasonably and not arbitrarily.

5.5      OPERATING COSTS. During the Term of this Lease, the Tenant shall pay to
         the Landlord its Proportionate Share of Operating Costs. Prior to the
         commencement of the Term of this Lease and the commencement of each
         fiscal period selected by the Landlord thereafter which commences
         during the Term the Landlord shall estimate the amount of Operating
         Costs and the

<PAGE>
                                                                            15

          Tenant's Proportionate Share thereof for the ensuing fiscal
          period or (if applicable) broken portion thereof, as the case may
          be, and notify the Tenant in writing of such estimate. The amount
          so estimated shall be payable in equal monthly installments in
          advance over the fiscal period or broken portion thereof in
          question, each such instalment being payable on each monthly
          rental payment date provided in clause 2.3. The Landlord may from
          time to time alter the fiscal period selected, in which case, and
          in the case where only a broken portion of a fiscal period is
          included with the Term, the appropriate adjustment in monthly
          payments shall be made. From time to time during a fiscal period
          the Landlord may re-estimate the amount of Operating Costs and
          the Tenant's Proportionate Share thereof, in which event the
          Landlord shall notify the Tenant in writing of such re-estimate
          and fixed monthly installments for the then remaining balance of
          such fiscal period or broken portion thereof such that, after
          giving credit for installments paid by the Tenant on the basis of
          the previous estimate or estimates, the Tenant's entire
          Proportionate Share of Operating Costs will have been paid during
          such fiscal period or broken period thereof. As soon as
          practicable after the expiration of each fiscal period the
          Landlord shall make a final determination of Operating Costs and
          the Tenant's Proportionate Share thereof for such fiscal period
          or (if applicable) broken portion thereof and shall provide a
          statement to the Tenant and the parties shall make the
          appropriate readjustment. Each 12 month period ending December
          31st shall be deemed to be an accounting year for adjusting the
          said Operating Costs and within 120 days after the end of each
          such accounting year, the Landlord shall compute the said costs
          for such accounting year and the Proportionate Share of the
          Tenant therefor and shall submit to the Tenant a statement to
          reflect the Operating Costs specifically permitted under this
          Lease, and the said Proportionate Share thereof shall be borne by
          the Tenant. To the extent that the Tenant's Proportionate Share
          of such costs for such accounting year shall be greater than the
          total amount actually paid by the Tenant by said monthly payments
          in respect of such year the difference shall be paid by the
          Tenant to the Landlord within thirty (30) days after receipt by
          the Tenant of such statement. Any excess payments shall be
          applied by reducing the next ensuing rental payment(s) by the
          amount of such excess. The said accounting period may be modified
          by the Landlord if reasonably necessary. The Tenant may not claim
          a readjustment in respect to the Tenant's Proportionate Share of
          Operating Costs based upon any error of assessment, determination
          or calculation thereof unless claimed in writing prior to the
          expiration of one year after the fiscal period to which the
          Operating Costs relate.

5.6      PAYMENT OF ADDITIONAL RENT. Any Additional Rent provided for under this
         Lease unless otherwise provided herein, shall become due with each
         instalment of monthly Base Rent.

                  ARTICLE VI- UTILITIES AND ADDITIONAL SERVICES

6.1      WATER AND TELEPHONE. The Landlord shall furnish appropriate openings
         for bringing telephone services to the Leased Premises and shall
         provide hot and cold water to washrooms in the Leased Premises and to
         washrooms available for the Tenant's use in common with others entitled
         thereto.

6.2      ELECTRICITY. The Tenant shall pay throughout the Term promptly to the
         Landlord (unless paid directly to Hydro authorities pursuant to
         separate billing) as Additional Rent when demanded:

         (i)      The cost of electric light and power supplied to the Leased
                  Premises monthly based on the electric light and power
                  requirements of the Tenant on a pro rata basis as determined
                  from time to time during the Term by the

<PAGE>
                                                                            16

                  Landlord acting reasonably; and

         (ii)     The cost of cleaning, maintaining and servicing in all
                  respects all electric lighting fixtures in the Leased Premises
                  including the cost of replacement of electric light bulbs,
                  tubes, starters and ballasts used to replace those installed
                  at the commencement of the Term. Such cleaning, maintaining,
                  servicing and replacement shall be within the exclusive right
                  of the Landlord. It is understood and agreed that the costs
                  described in this sub-section (ii) shall be included as part
                  of Operating Costs.

6.3      ADDITIONAL SERVICES. The Landlord, if it shall from time to time so
         elect, shall have the exclusive right, by way of Additional Services,
         to provide or have its designated agents or contractors provide any
         janitor or cleaning service to the Leased Premises and Common Area
         Facilities required by the Tenant which are additional to those
         required to be provided by the Landlord hereunder, including the
         Additional Services which the Landlord agrees to provide by
         arrangement, and to supervise the moving of furniture or equipment of
         the Tenant in and out of the Building where such moving of furniture or
         equipment would be disruptive to the normal business of the Building,
         and the making of repairs or alterations conducted within the Leased
         Premises affecting Base Building, building systems or Leasehold
         Improvements. The reasonable cost of Additional Services provided to
         the Tenant, whether the Landlord shall be obligated hereunder or shall
         elect to provide them as Additional Services, shall be paid to the
         Landlord by the Tenant from time to time within thirty (30) days
         following receipt of invoices therefor from the Landlord. Costs of
         Additional Services charged directly to the Tenant and other tenants
         shall be credited in computing Operating Costs.

                           ARTICLE VII- ASSIGNING AND SUBLETTING

7.1      ASSIGNMENTS AND SUBLETTINGS. The Tenant covenants with the Landlord
         that it will not assign, sublet, licence or part with the possession of
         the Leased Premises or any part thereof, or share the occupation of the
         Leased Premises, or any part thereof, without the consent of the
         Landlord in writing first had and obtained such consent not to be
         unreasonably or arbitrarily withheld or delayed. Provided that as a
         condition of the granting of its consent, the Landlord may require any
         assignee, subtenant, licensee or occupant of the Leased Premises to
         execute an agreement whereby he, it or they attorn to and become the
         tenants of the Landlord as if he, it or they had executed this Lease,
         or, except in the case of an absolute assignment of this Lease, to
         execute an acknowledgement that all the sublessee's or undertenant's
         estate, right and interest in and to the Leased Premises absolutely
         terminates upon the surrender, release, disclaimer or merger of this
         Lease notwithstanding the provisions of the Landlord and Tenant Act of
         Ontario, R.S.O. 1980, Chapter 232 and amendments thereof with specific
         reference to Paragraphs 21 and 39 (2) thereof, or other similar
         statute. The Tenant shall furnish to the Landlord copies of any
         assignment, sublease, licence or other agreement herein contemplated.
         Notwithstanding any other provision in this section, no assignment,
         subletting, licensing or parting with possession of the Leased Premises
         shall in any way release or be deemed to release the Tenant (or any
         guarantor hereof) from their obligations under the terms of this Lease.
         Provided further that the proposed assignee, subtenant, licensee or
         occupant of the Leased Premises shall be required to provide financial
         statements or other financial information as the Landlord may require.
         It is agreed that the Landlord may consider in determining whether to
         grant consent among other matters, the following: the personal and
         business history of the proposed assignee,

<PAGE>
                                                                            17

         occupant, sublessee and its key employees. The Tenant agrees to pay
         the reasonable legal fees of the Landlord's solicitor relating to the
         preparation of the Landlord's consent, and determination as to whether
         to give the consent.

<PAGE>
                                                                            18

         If by sale, transfer or other disposition of its shares, the control of
         the Tenant is altered so that 51% of the shares are transferred in any
         manner, then same shall be deemed as an assignment and the provisions
         of this paragraph shall apply. The Tenant covenants and agrees to
         advise the Landlord forthwith if such a transfer is contemplated.

         In the event of any sub-letting by the Tenant by virtue of which the
         Tenant receives rent in the form of cash, goods, services or other
         considerations from the sub-tenant which is higher than the rent
         payable hereunder to the Landlord for the premises so sub-let, the
         Tenant shall pay any such excess to the Landlord, in addition to all
         rent and other costs payable hereunder, for the period of time during
         which the said subtenant remains in possession of the premises sub-let
         to it.

         If the Tenant herein shall receive from any assignee of this lease,
         either directly or indirectly, any consideration for the assignment of
         this lease, either in the form of cash, goods or services, the Tenant
         shall forthwith pay an amount equivalent to such consideration to the
         Landlord and same shall be deemed to be further Additional Rent
         hereunder.

         In the event of any proposed assignment or subletting of the Leased
         Premises by the Tenant, the Landlord shall not be obligated to consider
         such a proposal nor be required to consent to same, unless the base
         rent payable by the proposed assignee or sublessee is, in the sole
         discretion of the Landlord, at the then current market rate for similar
         space in the immediate and surrounding area.

         In calculating whether there is any additional consideration payable by
         an assignee or sublessee as hereinbefore provided, no deduction shall
         be made for any commission payable to any agent or other party.

         If the Landlord has granted to the Tenant, named on page 1 of this
         Lease, any first rights of refusal, exclusive rights or options to
         lease additional space or to purchase, it is agreed and understood that
         upon the Tenant assigning, subletting, licensing or parting with
         possession of the Leased Premises or any part thereof, the aforesaid
         rights referred to shall automatically become null and void.

                     ARTICLE VIII- FIXTURES AND IMPROVEMENTS

8.1      INSTALLATION OF FIXTURES AND IMPROVEMENTS. The Tenant shall not make,
         erect, install or alter any Leasehold Improvements in the Leased
         Premises without having requested and obtained the Landlord's prior
         written approval which the Landlord shall not unreasonably delay or
         withhold. In making, erecting, installing or altering any Leasehold
         Improvements the Tenant will not alter or interfere with any
         installations which have been made by the Landlord without the prior
         written approval of the Landlord and in no event shall it alter or
         interfere with window coverings (if any) installed by the Landlord on
         exterior windows. The Tenant's request for any approval hereunder shall
         be in writing and accompanied by an adequate description of the
         contemplated work and, where appropriate, working drawings and
         specifications thereof. All work to be performed in the Leased Premises
         shall be performed by reputable contractors approved by the Landlord.
         The Landlord reserves the right to require the Tenant to utilize the
         contractor(s) of the Landlord where Base Building, building systems
         and/or warranties may be affected provided the Landlord agrees that
         charges by such contractors shall be in keeping with that which an arms
         length contractor would charge. The cost of all such work shall be
         estimated by the Landlord in advance and such estimate approved by the
         Tenant prior to work commencing. All such work shall be performed at
         the Tenant's expense and the Tenant shall be responsible for

<PAGE>
                                                                            19

         application and payment of all fees in connection with any permits
         required. All such work shall be subject to inspection by and the
         reasonable supervision of the Landlord, as an Additional Service,
         and shall be performed in accordance with any reasonable conditions or
         regulations imposed by the Landlord and completed in a good and
         workmanlike manner in accordance with the description of the work
         approved by the Landlord. The Landlord shall be entitled to supervise
         the work and charge the Tenant a supervision fee. The Landlord shall
         also be entitled to charge reasonable fees for examining plans
         respecting the proposed work. The Tenant shall be obligated to pay any
         reasonable consultant's fees incurred by the Landlord for review and
         approval of plans for construction of any nature after the Commencement
         Date as Additional Rent.

8.2      LIENS AND ENCUMBRANCES ON FIXTURES AND IMPROVEMENTS. In connection with
         the making, erection, installation or alteration of Leasehold
         Improvements and all other work or installations made by or for the
         Tenant in the Leased Premises the Tenant shall comply with all the
         provisions of the Construction Lien Act (Ontario) and other statutes
         from time to time applicable thereto and shall promptly pay all
         accounts relating thereto. The Tenant will not create or cause to be
         created any mortgage, conditional sale agreement or other encumbrance
         in respect of its Leasehold Improvements or permit any such mortgage,
         conditional sale agreement or other encumbrance to attach to the Leased
         Premises or to the Building and Common Area Facilities. If and whenever
         any construction or other lien for work, labour, services or materials
         supplied to or for the Tenant for the cost of which the Tenant may be
         in any way liable or claims therefor shall arise or be filed or any
         such mortgage, conditional sales agreement or other encumbrance shall
         attach, the Tenant shall within ten (10) days after receipt of notice
         thereof procure the discharge thereof, including any certificate of
         action registered in respect of any lien, by payment or giving security
         or in such other manner as may be required or permitted by law failing
         which the Landlord may in addition to all other remedies hereunder
         avail itself of its remedy hereunder and may make any payments required
         to procure the discharge of any such liens or encumbrances and shall be
         entitled to be reimbursed by the Tenant as provided herein and its
         right to reimbursement shall not be affected or impaired if the Tenant
         shall then or subsequently establish or claim that any lien or
         encumbrance so discharged was without merit or excessive or subject to
         any abatement, set-off or defense.

8.3      REMOVAL OF FIXTURES AND IMPROVEMENTS. All Leasehold Improvements in or
         upon the Leased Premises shall immediately upon termination of this
         lease be and become the Landlord's property without compensation
         therefor to the Tenant. Except to the extent otherwise expressly agreed
         by the Landlord in writing no Leasehold Improvements, trade fixtures,
         furniture or equipment shall be removed by the Tenant from the Leased
         Premises either during or at the expiration or earlier termination of
         the Term except that (1) the Tenant shall at the end of the Term remove
         its trade fixtures, (2) the Tenant shall at the end of the Term remove
         such Leasehold Improvements as the Landlord shall require to be
         removed, and (3) the Tenant shall remove its furniture and equipment at
         the end of the Term and may remove its furniture and equipment during
         the Term in the usual and normal course of its business where such
         furniture or equipment has become excess for the Tenant's purposes or
         the Tenant is substituting therefor new furniture and equipment. The
         Tenant shall, in the case of every removal either during or at the end
         of the Term, make good any damage caused to the Leased Premises by the
         installation and removal. Provided that upon the termination of this
         Lease, the Tenant, if requested by the Landlord, shall restore the
         interior of the Leased Premises to its former condition immediately
         prior to the installation of such alterations or changes, including the
         restoration of such standard fixtures as may have been

<PAGE>
                                                                            20

         installed by the Landlord, and if not so requested, any such

<PAGE>
                                                                            21

         changes or alterations shall become the property of the Landlord, or
         alternatively, the Tenant shall install such comparable fixtures and
         materials as may then be in use.

8.4      OCCUPATIONAL HEALTH AND SAFETY. The Tenant covenants and agrees that it
         will ensure that a comprehensive and rigorous health and safety program
         to protect workers in the Leased Premises is implemented to ensure that
         no accidents or injuries occur in connection with the performance of
         any Tenant's work. The Tenant will indemnify the Landlord in respect of
         all claims, infractions, prosecutions, alleged infractions, losses,
         costs and expenses and any fines or proceedings relating to fines or
         other offences under all occupational health and safety and any similar
         legislation that might be brought, or imposed against or suffered by
         the Landlord or any of its officers, directors and employees in
         connection with the performance of any Tenant's work. Without limiting
         the obligations set out above in this Section 8.4, the Tenant will do
         at least the following:

         (a)      ensure that all obligations imposed by statute, law or
                  regulation on "constructors" or other persons completing or
                  co-ordinating any Tenant's work are diligently and properly
                  completed;

         (b)      co-operate with the Landlord in having any Tenant's work
                  designated as a separate project so that the Landlord does not
                  incur any obligations as a constructor or obligations similar
                  to those of a constructor at law or by regulation imposed in
                  connection with the performance of any Tenant's work;

         (c)      comply with all directions that the Landlord may give to the
                  Tenant in connection with the performance of any Tenant's work
                  having regard to construction health and safety requirements;
                  and

         (d)      provide to the Landlord whatever rights of access, inspection,
                  and whatever information, documents and other matters the
                  Landlord requires in order to ensure that the Tenant's
                  obligations under this Section are complied with.

                           ARTICLE IX- INSURANCE AND LIABILITY

9.1      LANDLORD'S INSURANCE. The Tenant will during the whole of the Term
         hereby granted as part of Operating Costs, pay its Proportionate Share
         of all premiums with respect to insurance to be placed by the Landlord
         and described in this Section 9.1. The Landlord agrees to maintain
         during the Term, insurance coverages as follows:

         (i)      Property of Every Description (Building and Equipment) against
                  the perils of "All-Risks", under form providing coverage at
                  least equivalent to Commercial Building Broad Form I.A.O. Form
                  No. 700 including "Building By-Laws Endorsements", and to be
                  insured for the Replacement Value, without allowance for
                  depreciation and Stated Amount, and with no co-insurance
                  requirement.

         (ii)     "Rental Income" for the gross annual rental income on
                  "All-Risks" basis, as provided under Commercial Building Broad
                  Form I.A.O. Form 700 including "Building By-Laws
                  Endorsements", providing coverage at least equivalent to
                  I.A.O. Profits Form No. 551 with an eighteen (18) month
                  indemnity period.

    (iii)         Broad Form Boiler and Machinery Policy on a blanket and
                  replacement basis with limits for each accident in an amount
                  not less than the replacement cost of the Building containing
                  the Leased Premises and which shall cover all


<PAGE>
                                                                            22

                  boilers, pressure vessels, air conditioning equipment and
                  miscellaneous electrical apparatus owned by the Landlord
                  and which shall include PCB coverage.  It shall also
                  include "Rental Income" for the full gross annual income
                  equivalent to I.A.O. Profits Form No. 551 with a eighteen
                  (18) month indemnity period.  This policy should also
                  provide "Building By-Laws Endorsements".

         (iv)     "General Liability Insurance" on a Comprehensive Form and on
                  an "occurrence" basis without deductible with retroactive
                  coverage against claims for Personal and Bodily Injury and
                  Death and/or Property Damage occurring upon or about the
                  Leased Premises and for a limit no less than $5,000,000.00
                  inclusive for one occurrence.

         (v)      Such other insurance coverage or coverages as a prudent owner
                  of a first class office building would obtain for protection
                  respecting loss of, or damage to the Building, the Lands or
                  the Leased Premises, or liability arising therefrom.

         All such insurance coverages shall be kept and maintained by the
         Landlord, and in no event shall the coverage be less than the amount
         required by any institution then holding a mortgage on the Building and
         Common Area Facilities. The Tenant shall pay to the Landlord, as part
         of Operating Costs, its Proportionate Share of the Landlord's
         Insurance. The Tenant shall not do or permit to be done any act or
         thing whereby insurance coverage, premiums or any of them hereinbefore
         contemplated, may be increased or cancelled by the insurer, or the
         Leased Premises shall be rendered uninsurable, and if by reason of any
         act done or permitted or omission, as the case may be, by the Tenant,
         the said insurance coverage, premiums or any of them shall be
         increased, then the Tenant, if it shall fail to rectify the event
         giving rise to the increased premium after written notice thereof from
         the Landlord, shall be liable to pay all of such increase in premium,
         with respect to the entire coverages, and this notwithstanding that the
         Tenant occupies only a portion of the Building covered by such
         insurance coverages, and if the Leased Premises shall be rendered
         uninsurable, or if the said insurance coverages, or any of them, shall
         be cancelled by reason of any act or omission as the case may be by the
         Tenant and shall not be susceptible of being replaced, after the
         Landlord's reasonable efforts under the circumstances to do so, then
         the Landlord, after giving the Tenant at least fourteen (14) days
         written notice within which to replace insurance coverage or coverages
         shall, at its absolute discretion, have the right to determine that the
         term hereof has expired and in such event the Tenant shall deliver up
         possession of the Leased Premises as if the Term of this Lease had
         expired.

         PROVIDED that no act required to be done by the Tenant nor any payment
         required to be made by the Tenant, including reimbursements of
         insurance premiums paid by the Landlord, shall relieve the Tenant from
         any liability for damage incurred by the Landlord as result of any act
         or omission of the Tenant.

         If any other tenant of the Building has his own insurance premiums
         increased by his insurers as a result of the use or occupation by the
         Tenant herein of the within Leased Premises, the Tenant covenants and
         agrees with the Landlord after written notice thereof, to pay the
         additional cost forthwith upon demand as Additional Rent.

         The Landlord's insurance policy shall contain a waiver of subrogation
         in favour of the Tenant or those for whom the Tenant is in law
         responsible.

9.2      AGENTS. The Tenant acknowledges, covenants and agrees that every right,
         exemption from liability, defence and immunity of whatsoever nature
         applicable to the Landlord or to which the

<PAGE>
                                                                            23


         Landlord is entitled hereunder shall also be available and shall extend
         to protect every such agent of the Landlord acting (in the course of
         or in connection with his employment or otherwise) and for the
         purposes of all of the foregoing provisions of this clause, the
         Landlord is or shall be deemed to be acting as agent or trustee on
         behalf of and for the benefit of persons who are or might be his
         servants, employees or agents from time to time.

9.3      TENANT'S INSURANCE. The Tenant covenants to insure and to keep insured
         during the whole of the Term, with an insurance company or companies in
         good standing and upon terms and conditions all satisfactory to the
         Landlord:

         (i)      "All-Risks" insurance upon all property owned by the Tenant
                  or for which it is legally liable or installed or affixed
                  by or on behalf of the Tenant and which is located in the
                  Building including, without limitation, furniture,
                  fittings, installations, alterations, additions, partitions
                  and fixtures or anything in the nature of a Leasehold
                  Improvement made or installed by or on behalf of the Tenant
                  in an amount equal to the full replacement cost thereof; if
                  there is a dispute as to the amount which comprises full
                  replacement cost the decision of the Landlord's Architect
                  shall be conclusive.

         (ii)     All parties hereto on a Comprehensive Form for bodily
                  injury and property damage, general liability coverage
                  arising out of the use, maintenance or repair of the Leased
                  Premises and/or the business of the Tenant or any
                  sub-tenant, licensees or occupiers of the Leased Premises;
                  such insurance shall be for a limit of not less than
                  $2,000,000.00 inclusive for any one occurrence, or such
                  higher limits as the Landlord, acting reasonably, or any
                  mortgagee requires from time to time, and shall contain a
                  severability of interest clause, and a cross liability
                  clause.

        (iii)     Glass coverage for the replacement of all glass broken,
                  cracked or damaged in, on and about the Leased Premises.

         (iv)     Any other form of insurance that the Landlord or any mortgagee
                  may reasonably require, from time to time in form, amounts and
                  for insurance risks acceptable to the Landlord and any
                  mortgagee.

         The Tenant covenants and agrees to provide the Landlord with evidence
         of insurance as required under this provision. Such evidence shall be
         by way of a certified copy of the policy if available in timely fashion
         or failing which a certificate of insurance at such time or times as
         the Landlord may require. The Tenant agrees to provide same to the
         Landlord forthwith after notice has been given by the Landlord to the
         Tenant of its request. The Tenant's policy shall contain a waiver of
         subrogation in favour of the Landlord and those for whom the Landlord
         is in law responsible.

9.4      LIMITATION OF LANDLORD'S LIABILITY.   The Tenant agrees that:

         (i)      the Landlord shall not be liable for any bodily injury or
                  death of, or loss or damage to any property belonging to the
                  Tenant or its employees, invitees, or licensees or any other
                  person in, on or about the Building and Common Area Facilities
                  howsoever occurring and in no event shall the Landlord be
                  liable for:

                  (1)      any damage which is caused by steam, water, rain or
                           snow which may leak into, issue or flow from any part
                           of the Building or Common Area Facilities or from the
                           pipes or plumbing works thereof or from any other
                           place or quarter or for any damage caused by or
                           attributable to the condition or arrangement

<PAGE>
                                                                            23

                           of any electric or other wiring or for any damage
                           caused by anything done or omitted by any other
                           tenant; and

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

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

         (ii)     the Landlord shall have no responsibility or liability for
                  the failure to supply interior climate control or elevator
                  service when prevented from doing so by strikes, the
                  necessity of repairs, any order or regulation of any body
                  have jurisdiction, the failure of the supply of any utility
                  required for the operation thereof or any other cause
                  beyond the Landlord's reasonable control, and shall not be
                  held responsible for any bodily injury, death or damage to
                  property arising from the use of, or any happening in or
                  about, any elevator.

9.5      INDEMNITY OF LANDLORD. The Tenant agrees to indemnify and save harmless
         the Landlord in respect of all claims for bodily injury or death,
         property damage or other loss or damage arising from the conduct of any
         work by or any act or omission of the Tenant or any assignee,
         subtenant, agent, employee, contractor, invitee or licensee of the
         Tenant, and in respect of all costs, expenses and liabilities incurred
         by the Landlord in connection with or arising out of all such claims,
         including the expenses of any action or proceeding pertaining thereto,
         and in respect of any loss, cost, expense or damage suffered or
         incurred by the Landlord arising from any breach by the Tenant of any
         of its covenants and obligations under this Lease.

              ARTICLE X-SUBORDINATION, ATTORNMENT AND CERTIFICATES

10.1     SUBORDINATION AND ATTORNMENT. The Tenant agrees that this Lease and all
         the rights of the Tenant hereunder are subject and subordinate to all
         mortgages now or hereafter existing (including deeds of trust and all
         instruments supplemental thereto) which may now or hereafter affect the
         Building or Common Area Facilities and to all renewals, modifications,
         consolidations, replacements and extensions thereof, provided such
         mortgagee has provided a non-disturbance agreement to the Tenant;
         provided that the Tenant whenever requested by any mortgagee (including
         any trustee under a deed of trust and mortgage) shall attorn to such
         mortgagee as the Tenant upon all the terms of this Lease. Subject to
         the foregoing, the Tenant agrees to execute promptly whenever requested
         by the Landlord or by such mortgagee such instrument of subordination
         or attornment, as the case may be, as may be required of it.

10.2     CERTIFICATES. The Tenant shall promptly whenever requested by the
         Landlord from time to time execute and deliver to the Landlord (and if
         required by the Landlord, to any mortgagee [including any trustee under
         a deed of trust and mortgage] designated by the Landlord) a certificate
         in writing as to the then status of this Lease, including as to whether
         it is in full force and effect, is modified or unmodified, confirming
         the rent payable hereunder and the state of the accounts between the
         Landlord and Tenant, the existence or non-existence of defaults, and
         any other matters pertaining to this Lease as to which the Landlord
         shall request a certificate.

<PAGE>
                                                                            25

<PAGE>
                                                                            26

               ARTICLE XI-REMEDIES OF LANDLORD ON TENANT'S DEFAULT

11.1     REMEDYING BY LANDLORD. In addition to all rights and remedies of the
         Landlord available to it in the event of any default hereunder by the
         Tenant either by any other provision of this Lease or by statute or the
         general law, the Landlord:

         (1)      shall have the right at all times after reasonable written
                  notice of an event of default has been given to the Tenant and
                  a reasonable time given to cure such default provided the
                  Tenant is proceeding diligently, to remedy or attempt to
                  remedy any default of the Tenant, and in so doing may make any
                  payments due by the Tenant to third parties and may enter upon
                  the Leased Premises to do any work or other things therein, as
                  may be reasonably necessary, and in such event all expenses of
                  the Landlord in remedying or attempting to remedy such default
                  shall be payable by the Tenant to the Landlord forthwith upon
                  demand;

         (2)      subject to 11.3 below, shall have the same rights and remedies
                  in the event of any non-payment by the Tenant of any amounts
                  payable by the Tenant under any provision of this Lease as in
                  the case of a non-payment of Rent; and

         (3)      if the Tenant shall fail to pay any Rent or other amount from
                  time to time payable by it to the Landlord hereunder promptly
                  when due, shall be entitled, to interest thereon at a rate of
                  3% per annum in excess of the minimum lending rate to prime
                  commercial borrowers from time to time current at The Bank of
                  Nova Scotia in Toronto from the date upon which the same was
                  due until actual payment thereof.

11.2     REMEDIES CUMULATIVE. The Landlord, subject to 11.3 hereof, may from
         time to time resort to any or all of the rights and remedies available
         to it in the event of any default hereunder by the Tenant, either by
         any provision of this Lease or by statute or the general law, all of
         which rights and remedies are not to be interpreted as excluding any
         other or additional rights and remedies available to the Landlord by
         statute or the general law.

11.3     RIGHT OF RE-ENTRY DEFAULT OR TERMINATION. It is expressly agreed that
         if and whenever the Base Rent or Additional Rent hereby reserved,
         remains unpaid, or if the Tenant shall breach or fail to observe or
         perform any of the other covenants, agreements, provisoes, conditions,
         reasonable rules or regulations and other obligations on the part of
         the Tenant to be kept, observed or performed hereunder, provided the
         Landlord has first delivered notice to the Tenant explaining the
         non-monetary breach and has allowed the Tenant ten (10) days to rectify
         such non-monetary breach, or if this Lease shall have become terminated
         pursuant to any provision hereof, then and in every such case it shall
         be lawful for the Landlord thereafter to enter into and upon the Leased
         Premises or any part thereof and to have again, repossess and enjoy the
         same as of its former estate, anything in this Lease contained to the
         contrary notwithstanding. No notice shall be required in the event of
         monetary breach.

11.4     TERMINATION RE-ENTRY. If and whenever the Landlord becomes entitled to
         re-enter upon the Leased Premises under any provision of this Lease,
         the Landlord, in addition to all other rights and remedies, shall have
         the right to terminate this Lease forthwith by leaving upon the Leased
         Premises notice in writing of such termination.

11.5     PAYMENT ON TERMINATION. Upon the giving by the Landlord of a notice in
         writing terminating this Lease, pursuant to 11.4 or

<PAGE>
                                                                            27

         11.3 of this Lease, this Lease and the Term shall terminate, rent
         and any other payments for which the Tenant is liable under this
         Lease shall be computed, apportioned and paid in full to the date of
         such termination, and the Tenant shall immediately deliver up
         possession of the Leased Premises to the Landlord, and the Landlord may
         re-enter and take possession of them.

11.6     RENUNCIATION. The Tenant waives and renounces the benefit of any
         present or future statute taking away or limiting the Landlord's right
         of distress.

11.7     RE-LETTING. Whenever the Landlord becomes entitled to re-enter upon the
         Leased Premises under 11.3 or 11.4 hereof of this Lease the Landlord in
         addition to all other rights it may have shall have the right as agent
         of the Tenant to enter the Leased Premises and re-let them and to
         receive the rent therefor and as the agent of the Tenant to take
         possession of any furniture or other property thereon and to sell the
         same at public or private sale without notice and to apply the proceeds
         thereof and any rent derived from re-letting the Leased Premises upon
         account of the rent due and to become due under this Lease and the
         Tenant shall be liable to the Landlord for the deficiency if any.

                      ARTICLE XII-EVENTS TERMINATING LEASE

12.1     CANCELLATION OF INSURANCE. If any policy of insurance upon the Building
         and Common Area Facilities from time to time effected by the Landlord
         shall be cancelled or about to be cancelled by the insurer by reason of
         the use or occupation of the Leased Premises by the Tenant or any
         assignee, sub-tenant or licensee of the Tenant or anyone permitted by
         the Tenant to be upon the Leased Premises and the Tenant after receipt
         of notice in writing from the Landlord and a reasonable time allowed,
         to reinstate such insurance or avoid cancellation, shall have failed to
         take such immediate steps in respect of such use or occupation as shall
         enable the Landlord to reinstate or avoid cancellation (as the case may
         be) of such policy of insurance, the Landlord may at its option
         terminate this Lease by leaving upon the Leased Premises notice in
         writing of such termination.

12.2     PROHIBITED OCCUPANCY, BANKRUPTCY, ETC. If, without the written consent
         of the Landlord the Leased Premises shall be used by any persons other
         than the Tenant, its employees, invitees and customers or its permitted
         assigns or sub-tenants or for any purpose other than that for which
         they were leased, or occupied by any persons whose occupancy is
         prohibited by this Lease, or if the Leased Premises shall be vacated or
         abandoned, or remain unoccupied for 7 days or more while capable of
         being occupied, or if the Term or any of the goods and chattels of the
         Tenant shall at any time be seized in execution or attachment, or if
         the Tenant shall make any assignment for the benefit of creditors,
         become bankrupt or insolvent or take the benefit of any statute now or
         hereafter in force for bankrupt or insolvent debtors or (if a
         corporation) shall take any steps or suffer any order to be made for
         its winding-up or other termination of its corporate existence, then in
         any such case the Landlord may at its option, subject to compliance
         with the procedures set forth in Section 11.3, terminate this Lease by
         leaving upon the Leased Premises notice in writing of such termination
         and thereupon, in addition to the payment by the Tenant of Rent and
         other payments for which the Tenant is liable under this Lease, Rent
         for the current month and the next ensuing 3 (three) months' Rent shall
         immediately become due and be paid by the Tenant.

                           ARTICLE XIII-MISCELLANEOUS

<PAGE>
                                                                            28

13.1     REGISTRATION. The Tenant agrees with the Landlord not to register
         this Lease, but nevertheless if the Tenant desires to register a
         notice of this Lease, the Landlord agrees to execute a notice or
         acknowledgement, if required, sufficient for the purpose in such
         form as the Landlord and Tenant mutually approve provided in no
         event shall rental rates of this Lease be shown.

13.2     NOTICE. Any notice required or contemplated by any provision of this
         Lease shall be given in writing, and if to the Landlord, either
         delivered to an executive officer of the Landlord or by facsimile
         transmission or mailed by prepaid registered mail addressed to the
         Landlord at 3650 Victoria Park Avenue, Suite #500, North York
         (Toronto), Ontario, M2H 3P7, and if to the Tenant, either delivered to
         the Tenant (or to an officer of the Tenant if the Tenant is a firm or
         corporation) or by facsimile transmission or mailed by prepaid
         registered mail addressed to the Tenant at the Leased Premises. Every
         such notice shall be deemed to have been given when delivered or, if
         mailed as aforesaid in Canada, upon the day when it was mailed. The
         Landlord may from time to time by notice in writing to the Tenant
         designate another address in Canada as the address to which notices are
         to be mailed to it.

13.3     EXTRANEOUS AGREEMENTS. The Tenant acknowledges that there are no
         covenants, representations, warranties, agreements or conditions
         expressed or implied relating to this Lease or the Leased Premises save
         as expressly set out in this Lease and in any agreement to Lease in
         writing between the Landlord and the Tenant pursuant to which this
         Lease has been executed. This Lease may not be modified except by an
         agreement in writing executed by the Landlord and the Tenant.

13.4     CONSTRUCTION. All of the provisions of this Lease are to be construed
         as covenants and agreements. If any provision of this Lease is illegal
         or unenforceable it shall be considered separate and severable from the
         remaining provisions of this Lease, which shall remain in force and be
         binding as though the said provision had never been included. The
         headings and marginal sub-headings of clauses and sub-clauses are for
         convenience of reference and are not intended to limit, enlarge or
         otherwise affect their meanings.

13.5     NON-WAIVER. No condoning, excusing or overlooking by the Landlord of
         any default, breach or non-observance by the Tenant at any time or
         times in respect of any covenant, agreement, proviso or condition
         herein contained shall operate as a waiver of the Landlord's rights
         hereunder in respect of any continuing or subsequent default, breach or
         non-observance or so as to defeat or affect in any way the rights of
         the Landlord in respect of any such continuing or subsequent default or
         breach and no waiver shall be inferred or implied by anything done or
         omitted by the Landlord save only express waiver in writing.

13.6     ACCORD AND SATISFACTION. No payment by the Tenant or receipt by the
         Landlord of a lesser amount than the Base Rent and Additional Rent from
         time to time due shall be deemed to be other than on account of the
         earliest stipulated Base Rent and Additional Rent due, nor shall any
         endorsement or statement on any cheque or any letter accompanying any
         cheque or payment of Base Rent or Additional 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 Base Rent or Additional Rent or pursue any other remedy provided
         in this Lease.

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

<PAGE>
                                                                            29

13.8     TIME OF THE ESSENCE. Time shall be of the essence of this Lease and
         every part hereof.


<PAGE>
                                                                            30

13.9     NO PARTNERSHIP. Nothing contained herein shall be deemed or construed
         by the parties hereto, nor any third party, as creating the
         relationship of principal and agent, or a partnership, or a joint
         venture between the parties hereto, it being understood and agreed that
         none of the provisions contained herein nor any acts of the parties
         hereto shall be deemed to create any relationship between the parties
         hereto other than the relationship of Landlord and Tenant.

13.10    FORCE MAJEURE. Except as herein otherwise expressly provided, if and
         whenever and to the extent that the Landlord shall be prevented
         delayed or restricted in the fulfilment of any obligations hereunder
         in respect of the supply or provision of any service or utility, the
         making of any repair, the doing of any work or any other thing by
         reason of strikes or work stoppages or being unable to obtain any
         material, service, utility or labour required to fulfil such
         obligation or by reason of any statute, law or regulation of or
         inability to obtain any permission from any governmental authority
         having lawful jurisdiction preventing, delaying or restricting such
         fulfilment, or by reason of other unavoidable occurrence, the time
         for fulfilment of such obligation shall be extended during the
         period in which such circumstance operates to prevent, delay or
         restrict the fulfilment thereof and the Tenant shall not be entitled
         to compensation for any inconvenience, nuisance or discomfort
         thereby occasioned.

13.11    CONTRA PROFERENTEM. The Parties acknowledge and agree that both
         parties have participated in the drafting of this Lease, and any
         rule of law providing that ambiguities shall be construed against
         the drafting party, shall be of no force or effect.

13.12    PLANNING ACT. This Lease is expressly conditional upon compliance
         with the land division provisions of the Planning Act R.S.O. 1990
         (as it may be amended from time to time), if applicable.

13.13    ACCESS. The Tenant, its employees, invitees and customers and
         persons connected with the Tenant (subject and except as in this
         Lease provided) shall have the right in common with others entitled
         thereto from time to time to use the parking areas, driveways,
         walkways, lawns, ramps (if any) and other Common Areas in and about
         the Building from time to time. The Tenant shall not unreasonably
         block or in any manner hinder the Landlord, other tenants or other
         persons claiming through or under them or any of them who may be
         authorized by the Landlord to utilize the Common Areas from so
         doing. The Landlord may, acting reasonably, from time to time permit
         the Tenant to have the exclusive use of portions of the parking area
         which forms part of the Common Areas and to permit other tenants or
         other persons to have exclusive use of portions thereof.

13.14    TRANSFERS BY THE LANDLORD. The Landlord at any time and from time to
         time may sell, transfer, lease, assign or otherwise dispose of the
         whole or any part of its interest in the Leased Premises or in the
         Building and lands of which the Leased Premises form a part, at any
         time and from time to time, may enter into any mortgage of the whole
         or any of its interest in the Building and Lands or in the Leased
         Premises. If the party acquiring such interest shall have agreed to
         assume and so long as it holds such interest, to perform each of the
         covenants, obligations and agreements of the Landlord under this
         Lease in the same manner and to the same extent as if originally
         named as the Landlord in this Lease, the Landlord shall, thereupon
         be released from all of its covenants and obligations under this
         Lease.

         The Landlord may assign its rights under this Lease to a

<PAGE>
                                                                            31

         lending institution as collateral security for a loan. If such
         assignment is made and executed by the Landlord and notification
         thereof is given to the Tenant by or on behalf of the Landlord this
         Lease shall not be cancelled or modified for any reason whatsoever
         except as provided for by the terms hereof or by law without the
         consent in writing of such lending institution.

13.15    OCCUPANCY PERMIT. Provided further that notwithstanding the
         Commencement Date of the Lease as hereinbefore set out, the Tenant
         shall not be permitted to enter into possession of the Leased
         Premises until the Tenant has obtained at its sole expense, an
         occupancy permit from the proper governmental authority. The
         Landlord, in its sole discretion, may waive this provision. Provided
         further, the Tenant agrees to use its best efforts to obtain same
         prior to occupancy.

13.16    LEASED PREMISES. Save and except for any work to be performed by the
         Landlord as specifically set out herein, the taking of possession of
         the Leased Premises by the Tenant shall be conclusive evidence that
         the Tenant accepts the Premises in an "as is" condition and that the
         said Leased Premises were in good and satisfactory condition at the
         time possession was so taken.

13.17    SUCCESSORS AND ASSIGNS. This Lease and everything herein contained
         shall enure to the benefit of and be binding upon the successors and
         assigns of the Landlord and the permitted successors and assigns of
         the Tenant. References to the Tenant shall be read with such changes
         in gender as may be appropriate, depending upon whether the Tenant
         is a male or a female person or a firm or corporation, and if the
         Tenant is more than one person or entity, the covenants of the
         Tenants shall be deemed joint and several. All obligations of the
         Tenant or the Landlord under this Lease shall be deemed to be
         covenants whether or not expressed as same. No rights of the Tenant
         in this Lease shall be deemed to be personal, but shall accrue to
         the benefit of the Tenant's successors, permitted subtenants and
         assigns.

13.18    AREA DETERMINATION. In the event that any calculation or
         determination by the Landlord of the Rentable Area of any premises
         (including the Demised Premises) or the Building is disputed or
         called into question, it shall be calculated or determined by the
         Landlord's architect from time to time appointed for the purpose,
         whose certificate shall be conclusive and the cost of such
         certificate shall be borne by the Tenant.

                           ARTICLE XIV-OTHER PROVISIONS

14.1     PARKING. The Tenant acknowledges that the Common Area Facilities are at
         all times subject to the exclusive control and operation of the
         Landlord, and the Landlord shall have the right to construct
         improvements, alterations and additions thereto and to relocate the
         various facilities thereon. The Tenant further acknowledges that the
         parking facilities in the Common Area Facilities are on a non-exclusive
         ("First Come", "First Serve Basis") and may be altered or diminished
         during the term or renewal thereof and the manner in which access is
         permitted may be altered.

         The Landlord shall grant to the Tenant the use of eighteen (18) surface
         and covered unreserved parking spaces free of charge throughout the
         Term of this Lease or any extension thereof.

14.2     WINDOW COVERINGS. The Tenant acknowledges that as at the date of this
         Lease the Landlord does not intend to require the Tenant to install and
         maintain window coverings. Provided

<PAGE>
                                                                             32

         however, that the Landlord shall have the right at any future time
         to prescribe a uniform pattern for window coverings to be utilized in
         the Leased Premises. In the event the Landlord so prescribes same, the
         Tenant shall permit the Landlord to install window coverings at the
         cost of the Tenant which cost or the current portion thereof shall form
         part of Operating Costs. Until such time, no window coverings may be
         installed or utilized by the Tenant without the written consent of the
         Landlord, which consent may be unreasonably or arbitrarily withheld.

14.3     EXTENSION. Provided it is mutually agreed and understood that if the
         Tenant is not in default at the time of the exercise of the option
         herein, then the Landlord shall, at the expiration of the Term hereof,
         upon written request of the Tenant, grant to the Tenant an extension of
         this Lease for a further period of five (5) years upon the same terms
         and conditions as contained herein, save as to the Base Rental rate,
         save as to any further right of extension and save as to Landlord's
         Work. Provided always that the Tenant shall have given to the Landlord
         180 days' notice in writing before the expiration of the Term of its
         desire to have such extension. The Base Rental rate for the extension
         term shall be at the then current market rate for similar premises in a
         similar area and as mutually agreed between the Landlord and the
         Tenant. In the event that the Landlord and the Tenant are unable to
         agree upon the Base Rental rate for the extension term by 120 days
         prior to the maturity date, the matter shall be submitted to
         arbitration by notice given by either party to the other. Upon such
         notice being given, the dispute shall be determined by the award of 3
         arbitrators, or by a majority of them, one to be named by the Landlord
         and one by the Tenant within 30 days of the giving of such notice, and
         the 3rd to be selected by these 2 arbitrators within 7 days after both
         have been nominated. If either the Landlord or the Tenant shall neglect
         or refuse to name its arbitrator in the time specified or to proceed
         with the arbitration, the arbitrator named by the other party shall
         proceed with the arbitration, and the award of such arbitrator shall be
         final and binding upon the Landlord and the Tenant. The Arbitrators
         shall have all the power given by the Arbitrations Act of Ontario and
         may at any time proceed in such manner as they see fit on such notice
         as they deem reasonable in the absence of either party, if such party
         fails to attend. Each party shall pay its own costs and shall share
         equally the costs of arbitration. The award and determination of the
         arbitrators shall be final and binding upon both parties hereto and
         each party agrees not to appeal any such award or determination.

         In no event shall the Base Rent for the extension period be less than
         the highest Base Rent payable under the original Term.

         If the award of the arbitrators is not given before the commencement
         date of the extension term, then the Tenant shall commence paying rent
         at the market rate as determined by the Landlord together with
         Additional Rent, which shall be adjusted forthwith after the award of
         the arbitrators has become final and binding, to be calculated from the
         commencement date of the extension term.

         Interest at the rate set out herein shall be calculated monthly on the
         difference between the Base Rent paid by the Tenant and the actual
         amount awarded by the arbitrators and shall be paid forthwith upon
         demand when the arbitrators' decision has been made.

         The extension of lease form shall be prepared by the Landlord at the
         Tenant's cost and the Tenant covenants and agrees to pay to the
         Landlord said costs forthwith upon demand.

14.4     TAXES, OPERATING COSTS AND HYDRO. The Taxes, Operating Costs

<PAGE>
                                                                            33

         and Hydro applicable to the Leased Premises is currently estimated to
         be $9.47 per square foot per annum for 1994. The Tenant acknowledges
         that this is an estimate only and is subject to adjustment when actual
         costs are known.

14.5     LANDLORD'S WORK. The Landlord shall complete, at its expense, leasehold
         improvements to the Leased Premises (the "LANDLORD'S WORK") to a
         maximum value of $23.00 per Rentable square foot, prior to commencement
         of the Lease Term, in accordance with the Tenant's space plan. The
         Tenant shall finalize and submit its space plan to the Landlord within
         ten (10) business days preceding this Lease and shall approve final
         working drawings by August 15, 1994. The Landlord shall arrange, at no
         cost to the Tenant, use of the Landlord's space planner to complete a
         space plan for the Leased Premises. The Landlord and the Tenant shall
         agree in advance upon the selection and cost of leasehold materials
         prior to commencement of the Landlord's Work.

14.6     BASE BUILDING. In addition to the Landlord's Work, the Landlord shall
         provide the following base building work to the Leased Premises, prior
         to the Commencement Date:

         i)       at the Tenant's expense, place the Tenant's name on the
                  main directory board and standard building tenant
                  identification on the Tenant's main entrance door; and

         ii)      at the Landlord's expense, provide a general clean-up of the
                  Leased Premises including minor repairs as needed.

14.7     EARLY ACCESS. The Tenant shall have the right of early access to the
         Leased Premises for the purpose of making modifications to the Leased
         Premises from September 15, 1994 as is convenient with the Landlord as
         long as this Lease has been signed by both parties.

14.8     CO-TENANCY. This Agreement is not personally binding upon and resort
         shall not be had nor shall recourse or satisfaction be sought from the
         private property of any of the unit holders of Investors Real Property
         Fund (the "FUND"), trustees, officers, employees or agents of the
         trustee or manager of the Fund, it being intended and agreed that only
         the property of the Fund shall be bound by this Agreement. Only the
         co-tenancy interests of Menkes and Investors Group shall be bound
         hereby and the obligations hereunder are not binding upon either of
         Menkes or Investors Group in any other respect nor shall resort be had
         to any other property of any of Menkes or Investors Group. The rights
         and obligations of each of Menkes and Investors Group hereunder shall,
         in every case, be several and proportionate and not either joint or
         joint and several.

  IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease.

                                     MENKES OFFICE PARKS LTD.

                                     Per:_______________________________

                                                               (Landlord)

                                     INVESTORS GROUP TRUST CO. LTD. AS
                                     TRUSTEE FOR INVESTORS REAL PROPERTY FUND

                                     Per:________________________________

                                                               (Landlord)

                                     BATTERY TECHNOLOGIES INC.

<PAGE>

                                     PER:________________________________

                                                                 (Tenant)

<PAGE>


           THIS SUBLEASE is made as of the 1st day of January, 1997.

BETWEEN:

                 BATTERY TECHNOLOGIES INC., a corporation
                 incorporated under the laws of Ontario

                 (the "Sublandlord")

                 -and-

                 CHANGEPOINT CORPORATION, a corporation
                 incorporated under the laws of Ontario

                 (the "Subtenant")


RECITALS:

A.   By a lease dated as of the 15th day of August, 1994, (the "Lease"),
     Menkes Office Parks Limited and Investors Group Trust Co. Ltd., as
     trustee for Investors Real Property Fund (the "Head Landlord") leased to
     the Sublandlord certain premises (the "Premises") situate, lying and
     being in the Town of Richmond Hill, in the Province of Ontario and
     designated as Suite 601 in the building (the "Building") municipally
     known as 1595 Sixteenth Avenue, Richmond Hill as more particularly
     described in the Lease.

B.   The term of the Lease expires on the 30th day of September, 2000, and is
     subject to the tenant's covenants and agreements therein contained.

C.   The Sublandlord has agreed to grant to the Subtenant, on the terms and
     conditions hereinafter set forth, a sublease of the Premises, as shown
     on Schedule "A" annexed to the Lease comprising approximately 5,801
     square feet of gross leasable area (the "Subleased Premises").

           NOW THERFORE IN CONSIDERATION of the rents, covenants and
agreements herein contained and by the parties to be respectively paid,
observed and performed, the parties hereto hereby covenant and agree each
with the other as follows:

1.   All capitalized words and phrases used herein shall have the meaning
     ascribed to them in the Lease unless specifically stated otherwise.

2.   The Sublandlord hereby leases the Subleased Premises to the Subtenant,
     subject to the reservation of rent and to the terms, covenants and
     conditions hereinafter contained.

3.   This Sublease shall be for a term of three (3) years and nine (9) months
     less one (1) day to be computed from the 1st, day of January, 1997 and
     expiring on the 29th day of September, 2000 (the "Sublease Term").

4.   The Subtenant covenants to pay to the Sublandlord, as Base Rent, during
     each year of the Sublease Term, without any deduction, abatement or
     set-off, an annual rental in the amount of Fifty-Two Thousand, Two
     Hundred and Nine Dollars ($52,209.00), which rent is based on a rate of
     Nine Dollars ($9.00) per square foot of the gross leasable area of the
     Subleased Premises and shall be paid in advance in equal monthly
     installments of Four Thousand, Three Hundred and Fifty Dollars and
     Seventy-Five Cents ($4,350.75) each, on the first day of each and every
     month during the Sublease Term.

     The Base Rent payable hereunder shall be adjusted, if at any time, the
     Base Rent payable to the Head Landlord under the Head Lease is adjusted
     by virtue of an architect's certificate under Section 2.1 of the Head
     Lease.


<PAGE>

                                       -2-

     The Subtenant also covenants to pay Additional Rent payable under the
     Head Lease.

5.   The Sublandlord acknowledges the receipt of Ten Thousand Dollars
     ($10,000.00) to be held by the Sublandlord and to be applied on account
     of the Base Rent for the months of January and February 1997 and partial
     payment towards the Base Rent for March 1997.

6.   The Subtenant shall at the same time as it shall make payment of Base
     Rent to the Sublandlord pay all Goods and Services Tax ("GST") exigible
     with respect to such gross rent pursuant to the EXCISE TAX ACT (Canada).
     GST shall not be deemed to be additional rent but the Sublandlord shall
     have all of the same remedies with respect to collection of GST as it
     shall have with respect to rent in arrears.

7.   As security for the Subtenant's obligation to pay rent under the
     Sublease, the Subtenant will provide to the Sublandlord a letter of
     credit from a chartered Canadian bank in the amount of $50,000 on terms
     and conditions satisfactory to the parties acting reasonably.

8.   The Subtenant shall use the Subleased Premises for the purposes of
     general corporate office use and for no other purpose.

9.   The Subtenant acknowledges and agrees that it has inspected the
     Subleased Premises and that it subleases the Subleased Premises on an
     "as is" basis except that Sublandlord will arrange for, or reimburse
     Subtenant for, steam cleaning of carpets prior to Subtenant taking
     possession.

10.  The Subtenant shall not take possession of the Subleased Premises until
     such time as this Sublease has been executed by both parties and the
     Subtenant has provided to the Sublandlord, satisfactory evidence of
     insurance in accordance with the terms of the Head Lease, said insurance
     to include both Head Landlord and Sublandlord as named insureds.

11.  The terms and conditions contained in the Lease shall, mutatis mutandis,
     be deemed to be the terms and conditions herein contained with respect
     to the Subleased Premises, except where otherwise expressly provided
     herein, and, except that the covenants on the part of the Head Landlord
     contained in the Lease shall be deemed not to be contained herein as
     covenants on the part of the Sublandlord. The Sublandlord hereby assigns
     to the Subtenant for the Sublease Term such covenants on the part of the
     Head Landlord (the same being automatically re-assigned to the
     Sublandlord on the expiry or earlier termination of the Sublease) and
     that the covenants therein contained on the part of the Sublandlord
     shall be deemed to be contained herein as covenants on the part of the
     Subtenant with the Sublandlord.

12.  The following terms and conditions of the Lease shall are hereby deemed
     not to be terms and conditions of this sublease:

     (a)   The Subtenant shall pay Base Rent in the amount provided herein
           and not in the Head Lease.

13.  Subject to the due performance of the Subtenant of its obligations and
     agreements herein contained, the Sublandlord covenants with the
     Subtenant:

           (i)   for quiet possession;

           (ii)  that it will pay all rents and other monies due and payable
                 under the terms of the Lease;

           (iii) that it will perform and observe the covenants, terms and
                 conditions contained in the Lease on its part to be
                 performed and observed, to the extent that the same are not
                 required to be performed or observed by the Subtenant under
                 this sublease; and

           (iv)  that it will at the request of the Subtenant, acting
                 reasonably, take all necessary steps and procedures
                 available to it under the provisions of the Lease to enforce
                 all the rights and benefits that accrue to the Sublandlord
                 under the Lease and to the Subtenant under this Sublease.

14.  The Sublandlord represents and warrants to the Subtenant that, as at the
     date hereof:

           (i)   the Sublandlord and, to the best of the Sublandlord's
                 knowledge, the Head Landlord are in compliance with their
                 respective obligations under the Lease;

           (ii)  the Lease has not been amended and remains in full force and
                 effect; and

           (iii) it has full power and authority to enter into and grant this
                 Sublease.

15.  The provisions of Article VII of the Lease with respect to assignment
     and subletting, shall be applicable to any assignment or sublease by the
     Subtenant.

16.  When and whenever the consent of the Sublandlord is required pursuant to
     the Sublease, such consent shall be deemed to mean the consent of the
     Sublandlord, acting reasonably (unless otherwise expressly stated), and
     the Head Landlord.

17.  In the event that the Subtenant breaches any covenant or agreement in or
     is in any other way in default of, this Sublease, or the Lease, then the
     Sublandlord shall have such remedies against the Subtenant as those of
     the Head Landlord against the Sublandlord, pursuant to the Lease.

18.  All sums, for rent or otherwise, payable to the Sublandlord under the
     terms of this Sublease, shall bear interest at the rate of interest
     determined in accordance with the provisions of the Head Lease relating
     to delayed payment thereunder until the actual date of payment.

19.  Any notice, demand, request or other instrument which may be or is
     required to be given under this Sublease shall be delivered in person or
     sent by registered mail postage prepaid and shall be addressed, if to
     the Sublandlord, at Battery Technologies Inc., 30 Pollard Street,
     Richmond Hill, Ontario, or to such other person or at such other address
     as the Sublandlord designates by written notice and, if to the
     Subtenant, at the Subleased Premises. Any notice, demand request or
     consent is conclusively deemed to have been given or made on the day
     upon which it is delivered or, if mailed, then seventy-two (72) hours
     following the date of mailing, as the case may be. Any party may give
     written notice of any change of its address and thereafter the new
     address is deemed to be the address of any change for the giving of
     notices. If the postal service is interrupted or is substantially
     delayed, any notice, demand, request or other instrument will be
     delivered in person

20.  This Sublease sets forth all the covenants, promises, agreements,
     conditions and understandings between the Sublandlord and the Subtenant
     concerning the Subleased Premises and there are no covenants, promises,
     agreements, conditions, or understandings, either oral or written,
     between them or relied upon by the Subtenant to induce it to enter into
     this Sublease, other than are herein set forth. Except as herein
     otherwise provided, no alteration, amendment, change or addition to this
     Sublease shall be binding upon the Sublandlord or the Subtenant unless
     in writing and signed by the Subtenant and the Sublandlord.

21.  This Sublease is conditional upon obtaining the Head Landlord's consent
     to it.

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


<PAGE>

                                       -4-

23.  This Sublease shall extend to, be binding upon and enure to the benefit
     of the parties hereto and their respective permitted, successors and
     assigns.


           IN WITNESS WHEREOF the parties hereto have executed these presents.


                                       BATTERY TECHNOLOGIES INC.



                                       Per: /s/ Illegible                c/s
                                            -----------------------------



                                       CHANGEPOINT CORPORATION



                                       Per: /s/ Illegible                c/s
                                            -----------------------------


<PAGE>


                               SCHEDULE "A"


                                 [DIAGRAM]

<PAGE>


                             CONSENT TO SUBLEASE

THIS AGREEMENT made this 20th day of November, 1996.

BETWEEN:         MENKES OFFICE PARKS LIMITED ("MENKES), AND
                 INVESTORS GROUP TRUST CO. LTD. ("INVESTORS
                 GROUP") AS TRUSTEE FOR INVESTORS REAL
                 PROPERTY FUND


                 (collectively HEREINAFTER called the "LANDLORD")
                                 OF THE FIRST PART

                 -and-


                 BATTERY TECHNOLOGIES INC.
                 (HEREINAFTER called the "TENANT")
                                 OF THE SECOND PART


                 -and-


                 CHANGEPOINT CORPORATION
                 (HEREINAFTER called the "SUBTENANT")
                                 OF THE THIRD PART


WHEREAS:

(a)  by a lease dated the 15th day of August, 1994 (the "Lease"), the
     Landlord leased to the Tenant the premises known as suite 601 (the
     "PREMISES"), subject to the terms, covenants, provisos and conditions
     therein set forth;

(b)  the Tenant intends to sublease by a sublease agreement dated November
     11, 1996 (the "SUBLEASE"), a copy of which the Landlord is in receipt
     of, to the Subtenant and the Tenant and the Subtenant have applied to
     the Landlord for consent to sublease.

NOW THIS INDENTURE WITNESSETH that in consideration of the covenants herein
exchanged the Parties agree as follows:

1.   Subject to the provisions of this Agreement, the Landlord does herein
     consent to such sublease.

2.   The Tenant acknowledges that notwithstanding such consent and Sublease,
     the Tenant shall not be relieved of any of the covenants, provisos,
     conditions and agreements set forth in the Lease and that this Consent
     shall not be deemed to permit any further subletting. The Tenant further
     acknowledges that the execution of this Consent to Sublease by the
     Landlord does not imply approval by the Landlord of the provisions of
     sublease agreement to be entered into by the Tenant and Subtenant and,
     in particular, the Landlord does not consent to the provisions of
     subparagraphs 11(ii) and 22(b) of the Sublease.

3.   The Tenant and Subtenant acknowledge and agree that the payment of Base
     Rent and Additional Rent required under the Lease shall continue to be
     payable to the Landlord by the Tenant at the times required, provided
     that in the event of default by the Tenant in the payment of Base Rent
     or Additional Rent, the Landlord shall have the right to collect the
     rent

<PAGE>

                                     -2-

     payable by the Subtenant pursuant to the terms and conditions of the
     Sublease directly from the Subtenant as agent for the Tenant and to
     apply any rent so collected against rental arrears owing by the Tenant
     to the Landlord.

     The Tenant and the Subtenant hereby acknowledge that the Landlord shall
     exercise this right to collect the rent payable pursuant to the Sublease
     by giving written notice to the Tenant and the Subtenant. The Subtenant
     covenants and agrees to thereafter pay such rent to the Landlord until
     such time as the Landlord notifies the Subtenant that the default has
     been cured by the Tenant. It is acknowledged that any such collection of
     rent by the Landlord from the Subtenant shall not be construed as to
     create a landlord/tenant relationship between the Landlord and the
     Subtenant and shall in no way limit the Tenant's liability to pay all
     rent outstanding under the Lease or in any way limit the Landlord's
     rights and remedies under the Lease or at law.

4.   The Tenant and Subtenant covenant and agree with the Landlord not to
     amend the terms of the Sublease without the consent in writing of the
     Landlord.

5.   The Subtenant covenants and agrees to abide by all the terms, covenants,
     provisos, conditions and agreements contained in the Lease save for the
     payment of Base Rent and Additional Rent.

6.   The Subtenant covenants and agrees with the Landlord that if the Lease
     is terminated for any reason or surrendered, that from such date of
     termination or surrender the Sublease shall be deemed to be terminated.

7.   The Sublandlord agrees that in consideration of the Landlord giving such
     consent it shall pay any fee charged by the Landlord or its solicitors
     for processing this Sublease.

8.   This Agreement shall enure to and be binding upon the respective heirs,
     executors, administrators and successors and permitted assigns of the
     Parties hereto.

9.   The parties acknowledge that the Lease is not personally binding upon
     and resort shall not be had nor shall recourse or satisfaction be sought
     from the private property of any of the unit holders of Investors Real
     Property Fund (the "FUND"), trustees, officers, directors, employees or
     agents of the trustee or manager of the Fund, it being intended and
     agreed that only the property of the Fund shall be bound by the Lease.
     Only the co-tenancy interests of Menkes and Investors Group shall be
     bound by the Lease and the obligations under the Lease are not binding
     upon either of Menkes or Investors  Group in any other respect nor shall
     resort be had to any other property of any of Menkes or Investors Group.
     The rights and obligations of each of Menkes and Investors Group under
     the Lease shall, in every case, be several and proportionate and not
     either joint or joint and several.

<PAGE>

                                     -3-

IN WITNESS WHEREOF the parties hereto have hereunto caused to be affixed
their corporate seals duly attested to by the hands of their respective
proper signing officers authorized in that behalf the day and year first
above written.

                                       MENKES OFFICE PARKS LTD.



                                       Per: /s/ Illegible
                                            ---------------------------------
                                                                   (Landlord)

                                       INVESTORS GROUP TRUST CO. LTD. AS
                                       TRUSTEE FOR INVESTORS REAL
                                       PROPERTY FUND



                                       Per: /s/ Illegible
                                            ---------------------------------
                                            Vice President         (Landlord)



                                       Per: /s/ Illegible
                                            ---------------------------------
                                            Assistant Secretary    (Landlord)



                                       BATTERY TECHNOLOGIES INC.



                                       Per: /s/ Illegible
                                            ---------------------------------
                                                                     (Tenant)


                                       CHANGEPOINT CORPORATION



                                       Per: /s/ Illegible
                                            ---------------------------------
                                                                  (Subtenant)



10/96

<PAGE>

                                      LEASE

THIS LEASE made as of the 8th day of July, 1996
PURSUANT TO THE SHORT FORMS OF LEASES ACT

BETWEEN

                         MENKES OFFICE PARKS LTD. and INVESTORS
                         GROUP TRUST CO. LTD. as trustee for
                         INVESTORS REAL PROPERTY FUND

                         (the "LANDLORD")

                                                             OF THE FIRST PART

                         - AND -

                         WALL DATA INCORPORATED

                         (the "TENANT")

                                                             OF THE SECOND PART

ARTICLES.  For convenience of reference this Lease has been divided
into the following Articles:

         Article I                 - Definitions
         Article II                - Lease Term and Payments
         Article III               - Landlord and Tenant Covenants
         Article IV                - Repair and Damage
         Article V                 - Taxes and Operating Costs
         Article VI                - Utilities and Additional Services
         Article VII               - Assigning and Subletting
         Article VIII              - Fixtures and Improvements
         Article IX                - Insurance and Liability
         Article X                 - Subordination, Attornment and Certificates
         Article XI                - Events of Default and Remedies
         Article XII               - Miscellaneous
         Article XIII              - Other Provisions

LIST OF SCHEDULES. The following schedules form an integral part of this
Lease:

         Schedule "A" - Legal Description of Lands
         Schedule "B" - Leased Premises
         Schedule "C" - Rules and Regulations
         Schedule "D" - Lease Rider

                             ARTICLE I - DEFINITIONS

1.0      DEFINITIONS. In this Lease the following defined terms shall have the
         meanings set forth below.

         "ADDITIONAL RENT" means Operating Costs under Section 5.5, Taxes
         under 5.3, Electricity under 6.2, and Insurance under Article IX and
         all other charges, costs and expenses required to be paid by the
         Tenant under the terms of this Lease (other than Base Rent) whether
         payable to the Landlord or not.

         "ADDITIONAL SERVICES" means the services and supervision supplied by
         the Landlord to the Leased Premises and Common Area Facilities and
         referred to herein or in any other provision hereof as Additional
         Services and any other services which from time to time the Landlord
         supplies to the Tenant at the Tenant's written request or as the
         Landlord deems necessary, acting reasonably and which are additional
         to the janitor and cleaning and other services typically supplied in
         a first class office building, supervision in connection with the
         making of any repairs or alterations by the Tenant affecting the
         Base Building, building systems or Leasehold Improvements.

         "ATTIC STOCK" means spare fan, pump and cooling tower motors, base
         Building light fixtures, fuses, etc.

<PAGE>
                                                                             2

         "BASE RENT" means the base rent payable by the Tenant in accordance
         with Section 2.3.

         "BUILDING" means the building municipally known as 1595 16th Avenue,
         Richmond Hill, Ontario.

         "CAPITAL TAX" is an amount presently or hereafter imposed from time to
         time pursuant to Part III of the Corporations Tax Act (Ontario) (the
         "Act") upon the Landlord or the owner of the Building and Lands and
         payable by the Landlord on account of its interest in the Building and
         the Lands or any part thereof, or its interest in or capital employed
         in the Building and the Lands, as the case may be.

         "COMMENCEMENT DATE" means September 16, 1996.

         "COMMON AREA FACILITIES" means all facilities, improvements,
         installations, utilities and equipment located in the Building or the
         Lands immediately surrounding the Building.

         "COMMON AREAS" means those areas, facilities, utilities, improvements,
         equipment and installations comprising the Lands and Building and which
         are not leased or designated for lease to tenants but are provided to
         be used in common by (or by the sublessees, agents, employees,
         customers or licensees of) the Landlord, the Tenant, and other tenants
         of the Building and other buildings on the Lands, whether or not the
         same are open to the general public or a specific tenant of the
         Building, and include, but are not limited to, parking areas and all
         vestibules for and entrances and exits thereto; driveways, truckways
         and related areas; corridors and underground or above ground tunnels or
         passageways; stairways, escalators, ramps, and elevators and other
         transportation equipment and systems; tenant, common and public
         washrooms; telephone, meter, valve, mechanical, mail, storage, service
         and janitor rooms; fire prevention, security and communication systems,
         any fixtures, chattels, systems, decor, signs, facilities, or
         landscaping and planted areas contained therein or maintained or used
         in connection therewith.

         "COST OF ADDITIONAL SERVICES" shall mean in the case of Additional
         Services provided by the Landlord a reasonable charge made therefor by
         the Landlord which shall not exceed the cost of obtaining such services
         from independent contractors and in the case of Additional Services
         provided by independent contractors the Landlord's total cost of
         providing Additional Services to the Tenant including the proportionate
         cost of all direct labour (including salaries, wages and fringe
         benefits) and materials and other direct expenses incurred, the cost of
         supervision without duplication or profit and other expenses reasonably
         allocated thereto.

         "INSURED DAMAGE" means that part of any damage occurring to the Leased
         Premises of which the entire cost of repair is actually recovered by
         the Landlord under a policy of insurance in respect of fire and other
         perils from time to time effected by the Landlord, or for which the
         Landlord has self-insured under Section 9.1 herein.

         "LAND" means those lands described in Schedule "A" attached
         hereto.

         "LEASE" means this lease between the Landlord and the Tenant,
         and all amendments hereto.

         "LEASEHOLD IMPROVEMENTS" means all fixtures, improvements,
         installations, alterations and additions from time to time made,
         erected or installed by or on behalf of the Tenant or by or on behalf
         of any other previous occupant in the Leased

<PAGE>
                                                                             3

         Premises (including the Landlord) with the exception of trade
         fixtures, furniture and equipment, (not of the nature of fixtures),
         modular office furniture systems, and moveable partitions,
         improvements of a cosmetic nature such as rugs (but not broadloom),
         decorations and other improvements moveable without the use of
         tools, but Leasehold Improvements include all office partitions
         however affixed and includes wall-to-wall and other carpeting with
         the exception of such carpeting where laid over vinyl tile or other
         finished floor and affixed so as to be readily removable without
         damage.

         "LEASED PREMISES" means approximately 4,396 square feet of Rentable
         Area on the third floor of the Building known as suite 303, as
         outlined in red on the plans attached as Schedule "B".

         "NORMAL BUSINESS HOURS" means the hours of 7:00 a.m. to 7:00
         p.m. Monday to Friday, except public holidays.

         "OPERATING COSTS" means the total of all expenses, costs, and outlays
         incurred in the complete maintenance, repair and operation of the
         Building and Common Area Facilities, whether incurred by or on behalf
         of the Landlord.

         (i)      Operating Costs shall include without limiting the
                  generality of the foregoing (but subject to certain
                  deductions as hereinafter provided), the cost of providing
                  complete cleaning and janitorial services, the cost of
                  building supplies used in the maintenance of the Building,
                  Attic Stock, supervisory (if any) and maintenance services,
                  exterior landscaping, snow removal, garbage and waste
                  collection and disposal, rental of equipment and signs,
                  janitorial services to the Common Areas of the Building,
                  the cost of operating elevators, the cost of heating,
                  cooling and ventilating all space including both rentable
                  and non-rentable areas, the cost of providing hot and cold
                  water, electricity (including lighting), and the
                  replacement of electric light bulb tubes, starters and
                  ballasts, telephone and other utilities and services to
                  both rentable and non-rentable areas, the cost of all
                  repairs including repairs to the Building or services in
                  the Building or Common Area Facilities including elevators,
                  depreciation on the central HVAC systems distribution plant
                  and associated equipment, depreciation on all fixtures,
                  equipment and facilities requiring periodic maintenance or
                  substantial replacement, the cost of window cleaning, and
                  providing security (if any), the cost of all insurance for
                  liability or fire or other casualties referred to in
                  Article 9.1, accounting costs incurred in connection with
                  maintenance and operation including computations required
                  for the imposition of charges to the tenants and audit
                  charges required to be incurred for the conclusive
                  determination of any costs hereunder, legal fees, the
                  amount of all salaries (only to the extent that such
                  salaries or a proportion thereof, relate directly to the
                  Building), wages and fringe benefits, unemployment and
                  workers compensation insurance premiums, pension plan
                  contributions and other similar premiums and contributions
                  paid or provided to employees directly or a reasonable
                  proportion thereof engaged in the maintenance, repair or
                  operation of the Building, amounts paid to independent
                  contractors for any services in connection with such
                  maintenance, repair or operation, the reasonable cost of
                  management fees, and other indirect expenses to the extent
                  allocable to the maintenance, repair and operation of the
                  Building and Common Area Facilities and all other
                  reasonable expense of every nature incurred in connection
                  with the maintenance, repair and operation of the Building
                  and Common Area Facilities; and

<PAGE>
                                                                             4

         (ii)     Operating Costs shall exclude debt service, and all
                  management costs not allocable to the actual maintenance,
                  repair and operation of the Building (such as that incurred
                  in connection with leasing and rental advertising).

         "PROPERTY" means the Land and Building.

         "PROPORTIONATE SHARE" shall mean the fraction which has as its
         numerator the Rentable Area of the Leased Premises and has as its
         denominator the total Rentable Area of the Building. The total Rentable
         Area of the Leased Premises shall be adjusted from time to time, as may
         be reasonably necessary, to give effect to any structural or functional
         changes affecting the calculation of total Rentable Areas.

         "RENT"  means Base Rent and Additional Rent.

         "RENTABLE AREA" in this Lease means:

         (i)      in the case of a single tenancy on a whole floor of the
                  Building, all areas within the inside finished surface of
                  the dominant portion of the permanent outer Building
                  walls and shall be computed by measuring the inside
                  finished surface of the dominant portion of the permanent
                  outer Building walls and shall include Service Areas and
                  any special stairs and/or elevators for the specific sole
                  use of that floor, but excluding stairs, elevator shafts,
                  flues, pipe shafts and vertical ducts and the like and
                  their enclosing walls (the "VERTICAL OPENINGS"), with no
                  deductions for columns or projections necessary to the
                  Building plus a gross-up factor for ground floor services
                  in common with other tenants, including, but not limited
                  to vestibules, corridors, elevator lobbies, mechanical,
                  electrical, telephone, mail, garbage and janitor's rooms,
                  such factor to be based upon a ratio which the ground
                  floor Service Areas of the Building bears to the gross
                  floor area, less Vertical Openings of the Building; and

         (ii)     in the case of a floor of the Building to be occupied by
                  more than one tenant, all areas from the inside finished
                  surface of the dominant portion of the permanent outer
                  Building walls to the Tenant's side of corridors and/or
                  other permanent interior walls and to the centre of
                  demising partitions which separate the area occupied from
                  adjoining rentable premises, herein referred to as the
                  "USABLE AREA", plus a gross-up factor for the Service
                  Areas on the floor in common with other tenants on the
                  same floor, including, but not limited to, corridors,
                  elevator lobbies, mechanical, electrical, telephone and
                  janitor's rooms exclusively serving the floor, such
                  factor to be based upon a ratio which the Service Areas
                  of the floor bear to the sum of the Usable Area of the
                  floor, plus an additional gross-up factor for ground
                  floor services in common with other tenants, including,
                  but not limited to, vestibules, corridors, elevator
                  lobbies, mechanical, electrical, telephone, mail, garbage
                  and janitor's rooms, such factor to be based upon a ratio
                  which the ground floor Service Areas of the Building
                  bears to the gross floor area, less Vertical Openings of
                  the Building.

         "RULES AND REGULATIONS"  means the rules and regulations
         attached as Schedule "C".

         "SERVICE AREAS" shall mean the area of corridors, elevator, lobbies,
         service elevator lobbies, washrooms, air-cooling rooms, fan rooms,
         janitor's closets, telephone and electrical closets and other closets
         serving the Leased Premises in common with other premises on the same
         floor.

<PAGE>
                                                                             5

"TAXES" means all taxes, rates, duties, levies and assessments whatsoever,
         whether municipal, parliamentary or otherwise, levied, imposed or
         assessed against the Building, Common Areas or Common Area
         Facilities or upon the Landlord in respect thereof, excluding
         Capital Tax and commercial concentration tax, or from time to time
         levied, imposed or assessed in the future in lieu thereof, or
         addition thereto, whether now contemplated or not, and those levied,
         imposed or assessed for education, schools and local improvements
         and including all costs and expenses (including legal and other
         professional fees and interest and penalties on deferred payments),
         incurred by the Landlord in good faith in contesting, resisting or
         appealing any taxes, rates, duties, levies or assessments, but
         excluding taxes and license fees in respect of any business carried
         on by tenants and occupants of the Building (including the Landlord)
         to the extent such taxes are not levied in lieu of taxes, rates,
         duties, levies and assessments against the Building or upon the
         Landlord in respect thereof, and shall also include any and all
         taxes which may in future be levied in lieu of taxes as hereinbefore
         defined, and also including Large Corporations Tax or any similar or
         successor tax in lieu thereof or in addition thereto assessed upon
         the Landlord.

         "TERM" means the term of the Lease stipulated in paragraph 2.2.

         "UTILITIES" means electricity as described in Article 6.2, natural gas
         and any other utility required in the operation of the Building.

                   ARTICLE II - LEASE TERM AND PAYMENTS

2.1      DEMISE. In consideration of the rents, covenants and agreements
         hereinafter reserved and contained, the Landlord hereby leases to the
         Tenant, for the exclusive use of the Tenant, the Leased Premises for
         the Term.

2.2      TERM. The Lease shall have a term of two (2) years commencing on the
         Commencement Date and ending two (2) years after the Commencement
         Date, unless such term shall be sooner terminated as hereinafter
         provided.

2.3      BASE RENT. THE TENANT SHALL PAY yearly and every year during the
         within Term the sum of $26,376.00 of lawful money of Canada in
         twelve (12) equal monthly instalments of $2,198.00, in advance, the
         first of such instalments of $2,198.00, in advance, the first of
         such instalment to become due and payable on September 16, 1996 (the
         "BASE RENTAL").

         The aforesaid annual Base Rent is calculated on the basis of the
         Rentable Area of the Leased Premises being 4,396 square feet at a rate
         of $6.00 for each square foot of Rentable Area per annum.

         IF THE TERM COMMENCES on any day other than the first or ends on any
         day other than the last day of the month, the Base Rental and
         additional rental for the fractions of a month at the commencement and
         at the end of the Term shall be adjusted pro rata. All Base Rental
         payments shall be payable on the first of each month.

2.4      PREPAID RENT. On execution of this Lease, the Tenant shall submit
         $2,351.86, including GST, representing payment on account of Base
         Rent for the first month of the Term herein.

2.5      SECURITY DEPOSIT. On execution of this Lease, the Tenant shall
         submit $2,351.86, including GST, to be held by the Landlord without
         any liability on the part of the Landlord for

<PAGE>
                                                                             6

         the payment of interest thereon as a security deposit for the
         faithful performance by the Tenant of the terms, covenants and
         conditions of this Lease during the Term hereof and not be applied
         on account of Base Rent. It is understood and agreed between the
         Parties that any portion of this security deposit may be applied
         towards the payment of overdue or unpaid Base or Rent or Additional
         Rent and may also be applied as compensation to the Landlord for any
         loss or damage sustained with respect to the breach on the part of
         the Tenant of any terms, covenants and conditions of this Lease,
         provided in all cases however, that all the Landlord's other rights,
         either in law or under this Lease are observed, and the Tenant's
         liability hereunder is not limited to the amount of this security.
         If during the Term of this Lease any portion of the security deposit
         is so applied, then the Tenant will on written demand provide the
         Landlord with a sufficient amount in cash to restore this deposit to
         the original sum deposited. The Landlord will refund to the Tenant
         forthwith after the expiry date of the within lease any portion of
         the security deposit not used by the Landlord after application by
         the Landlord to any damage incurred by the default of the Tenant
         under the terms of this Lease. It is further provided that the
         Landlord will be discharged from any liability to the Tenant with
         respect to this security if it is transferred to any purchaser of
         the Landlord's interest in the Leased Premises.

                   ARTICLE III - LANDLORD AND TENANT COVENANTS

3.1      LANDLORD COVENANTS. The Landlord covenants with the Tenant:

         (a)      QUIET ENJOYMENT.  To provide for quiet enjoyment.

         (b)      INTERIOR CLIMATE CONTROL. To provide to the Leased Premises
                  during Normal Business Hours, processed air by means of a
                  system for heating and cooling, filtering and circulating,
                  processed in such quantities, and at such temperatures as
                  shall be reasonable in accordance with good standards of
                  interior climate control generally pertaining to normal
                  occupancy of premises for office purposes. The Landlord shall
                  have no responsibility for inadequacy of the performance of
                  the said system if the Leased Premises depart from the design
                  criteria.

         (c)      ELEVATORS. Subject to the supervision of the Landlord and
                  except when repairs are being made thereto, to furnish for use
                  by the Tenant and its employees and invitees in common with
                  other persons entitled thereto reasonable standards of
                  passenger elevator service to the Leased Premises. The Tenant
                  shall be responsible for any damages caused to the elevator as
                  a result of taking possession or giving up possession of the
                  Leased Premises and shall pay such costs forthwith upon demand
                  as Additional Rent.

         (d)      ENTRANCES LOBBYS, ETC.. To permit the Tenant and its employees
                  and invitees to have the use in common with others entitled
                  thereto of the common entrances, lobbies, stairways, elevators
                  and corridors of the Building giving access to the Leased
                  Premises (subject to the Rules and Regulations and such other
                  reasonable limitations as the Landlord may from time to time
                  impose).

         (e)      WASHROOMS. To permit the Tenant and its employees and
                  invitees, in common with others entitled thereto to use the
                  washrooms available to the Leased Premises on each floor of
                  the Building upon which any part of the Leased Premises is
                  located.

<PAGE>
                                                                             7

         (f)      JANITOR SERVICE. To cause when reasonably necessary from
                  time to time the floors and windows of the Leased Premises
                  to be swept and cleaned and the desks, tables and other
                  furniture of the Tenant to be dusted, all in keeping with a
                  first-class office building, such work shall be done at the
                  Landlord's direction without interference by the Tenant,
                  its servants or employees.

         (g)      MAINTENANCE OF COMMON AREAS. To cause the elevators, common
                  entrances, lobbies, stairways, corridors, washrooms and other
                  parts of the Building from time to time provided for common
                  use and enjoyment to be swept, cleaned or otherwise maintained
                  substantially in keeping with a first-class office building.

3.2      TENANT COVENANTS.  The Tenant covenants with the Landlord:

         (a)      RENT.  To pay Base Rent and Additional Rent.

         (b)      PERMITTED USE. To use the Leased Premises only for the purpose
                  of any lawful business or office undertaking and not to use or
                  permit to be used the Leased Premises or any part thereof for
                  any other purpose or business.

         (c)      WASTE AND NUISANCE. Not to commit or permit any waste, damage
                  or injury to the Leased Premises including the Leasehold
                  Improvements and trade fixtures therein, reasonable wear and
                  tear excluded, any overloading of the floors thereof, any
                  nuisance therein or any use or manner of use causing
                  unreasonable annoyance to other tenants and occupants of the
                  Building.

         (d)      CONDITION. Not to permit the Leased Premises to become
                  hazardous or permit unreasonable quantities of waste or refuse
                  to accumulate therein and at the end of each business day to
                  leave the Leased Premises in a condition such as to reasonably
                  facilitate the performance of the Landlord's janitor and
                  cleaning services referred to herein.

         (e)      BY-LAWS. To comply at its own expense with all municipal,
                  federal, provincial, sanitary, fire, building and safety
                  statutes, laws, by-laws, regulations, ordinances, orders or
                  regulations pertaining to the operation and use of the Leased
                  Premises, the condition of the Leasehold Improvements, trade
                  fixtures, furniture and equipment installed by the Tenant
                  therein and the making by the Tenant of any repairs, changes
                  or improvements therein.

         (f)      FIRE EXIT DOORS. To permit the installation by the Landlord of
                  all doors in the exterior wall of the Leased Premises
                  necessary to comply with the requirements of any statute, law,
                  by-law, regulation, ordinance, order or regulation.

         (g)      RULES AND REGULATIONS. To observe and to cause its employees,
                  invitees and others over whom the Tenant can reasonably be
                  expected to exercise control, the Rules and Regulations and
                  such further and other reasonable rules and regulations and
                  amendments and changes therein as may hereafter be made by the
                  Landlord and notified to the Tenant.

         (h)      OVERHOLDING.  That in the event that the Tenant remains in
                  possession of the Leased Premises after the termination of
                  the original Term hereby created, without other special
                  agreement, it shall be at the monthly base rent equal to
                  the Base Rent and Additional Rent payable during the last
                  month of the Term hereof, times two, payable on the first
                  day of each and every month and subject in other respects
                  to the terms of this Lease,

<PAGE>
                                                                             8

                  including those provisions requiring the payment of Base
                  Rent and Additional Rent in monthly instalments.

3.3      SIGNS AND DIRECTORY. The Tenant covenants not to permit, paint,
         display, inscribe, place or affix any sign, symbol, notice or
         lettering of any kind anywhere outside the Leased Premises (whether
         on the outside or inside of the Building) or within the Leased
         Premises so as to be visible from the outside of the Leased
         Premises, with the exception only of an identification sign at or
         near the entrance to the Leased Premises, a directory listing in the
         main lobby of the Building, in each case containing only the name of
         the Tenant and to be subject to the approval of the Landlord as to
         size, location, content and design criteria as established by the
         Landlord. Such identification sign, directory listing shall be
         installed by the Landlord at the expense of the Tenant, which
         expense shall be the invoice cost plus 15% for an administration
         fee. The Landlord's acceptance of any name for listing upon the
         directory will not be deemed, nor will it substitute for the
         Landlord's consent if required by this Lease to any sublease,
         assignment or other occupancy of the Leased Premises.

3.4      INSPECTION AND ACCESS. The Landlord shall be permitted to enter and to
         have its authorized agents, employees and contractors enter the Leased
         Premises, for the purpose of inspection, window cleaning, maintenance,
         providing janitor service, making repairs, alterations or improvements
         to the Leased Premises or the Building, or to have access to utilities
         and services and access panels which the Tenant agrees not to obstruct,
         or to determine the electric light and power consumption by the Tenant
         in the Leased Premises and the Tenant shall provide free and unhampered
         access for such purposes and shall not be entitled to compensation for
         any inconvenience, nuisance, discomfort or loss caused thereby, but the
         Landlord, in exercising its rights hereunder, shall proceed to the
         extent reasonably possible so as to minimize interference with the
         Tenant's use and enjoyment of the Leased Premises.

3.5      EXHIBITING PREMISES. The Landlord and its authorized agents and
         employees shall be permitted entry to the Leased Premises during the
         last six (6) months of the term for the purpose of exhibiting them to
         prospective tenants or at any time for the purposes of arranging
         financing for the Building.

3.6      LANDLORD'S CONTROL. The Tenant acknowledges that the Common Area
         Facilities are at all times subject to the exclusive control and
         operation of the Landlord, and the Landlord shall have the right to
         construct improvements, alterations and additions thereto and to
         relocate the various facilities thereon.

3.7      FINANCIAL STATEMENTS. The Tenant will, at the request of the
         Landlord, supply copies of his financial statements to the Landlord
         or to the mortgagees, if any, on the said lands or a prospective
         mortgagee.

                        ARTICLE IV - REPAIR AND DAMAGE

4.1      TENANT'S REPAIRS. The Tenant covenants with the Landlord:

         (a)      to keep the Leased Premises in a good and reasonable state of
                  repair and consistent with the general standards of
                  first-class office buildings in Metropolitan Toronto, to
                  perform all repairs and replacements as a prudent tenant would
                  do (reasonable wear and tear excepted) to the Leased Premises
                  including all Leasehold Improvements and all trade fixtures
                  therein and all glass therein.

<PAGE>
                                                                             9

         (b)      that the Landlord may enter and view the state of repair from
                  time to time and that the Tenant will repair if required to do
                  so pursuant to the terms of this Lease, according to notice in
                  writing and that the Tenant will leave the Leased Premises in
                  a good and reasonable state of repair.

         (c)      that if any part of the Building other than the Leased
                  Premises becomes out of repair, damaged or destroyed through
                  the negligence or misuse of the Tenant or its employees,
                  invitees or others over whom the Tenant can reasonably be
                  expected to exercise control, the expense of repairs or
                  replacements thereto necessitated thereby shall be the
                  responsibility of the Tenant.

4.2      ABATEMENT AND TERMINATION. It is agreed between the Landlord and the
         Tenant that:

         (a)      In the event of damage to the Leased Premises or to the
                  Building affecting access or services essential to the
                  conduct of business in the Leased Premises and if the
                  damage is such that the Leased Premises or any substantial
                  part thereof is rendered not reasonably capable of use and
                  occupancy by the Tenant for the purposes of its business
                  for any period of time in excess of 10 days, then

                  (i)      unless the damage was caused by the misuse, fault,
                           negligence of the Tenant or its employees,
                           invitees or others under its control, from and
                           after the date of occurrence of the damage and
                           until the Leased Premises are again reasonably
                           capable of use and occupancy as aforesaid, Base
                           Rent (but not any other payments required to be
                           made by the Tenant hereunder) shall abate from
                           time to time in proportion to the part or parts of
                           the Leased Premises not reasonably capable of such
                           use and occupancy, and

                  (ii)     unless this Lease is terminated as hereinafter
                           provided, the Landlord or the Tenant as the case
                           may be (according to the nature of the damage and
                           their respective obligations to repair as provided
                           herein, it being understood that the Tenant shall
                           have the obligation to repair and replace all
                           Leasehold Improvements and all Tenant's trade
                           fixtures) shall repair such damage with all
                           reasonable diligence, but to the extent that any
                           part of the Leased Premises is not reasonably
                           capable of such use and occupancy by reason of
                           damage which the Tenant is obligated to repair
                           hereunder, any abatement of Rent to which the
                           Tenant is otherwise entitled hereunder shall not
                           extend later than the time by which repairs by the
                           Tenant ought to have been completed with
                           reasonable diligence; and

         (b)      if either the entire or substantially all of the Leased
                  Premises, or premises whether of the Tenant or other
                  tenants of the Building comprising in the aggregate 50% or
                  more of the Rentable Area of the Building are substantially
                  damaged or destroyed by any cause to such an extent in the
                  reasonable opinion of the Landlord cannot be repaired or
                  rebuilt within 180 days after the occurrence of the damage
                  or destruction, the Landlord may at its option, exercisable
                  by written notice to the Tenant given within 30 days after
                  the occurrence of such damage or destruction terminate this
                  Lease in which event neither the Landlord nor the Tenant
                  shall be bound to repair as provided herein and the Tenant
                  shall instead deliver up possession of the Leased Premises
                  to the

<PAGE>
                                                                            10

                  Landlord with reasonable expedition but in any event
                  within 60 days after delivery of such notice of termination
                  and rent shall be apportioned and paid to the date upon
                  which possession is so delivered up (but, subject to any
                  abatement to which the Tenant may be entitled under
                  paragraph (a) of this clause 4.2 by reason of the Leased
                  Premises having been rendered in whole or in part not
                  reasonably capable of use and occupancy), but otherwise the
                  Landlord or the Tenant as the case may be (according to the
                  nature of the damage and their respective obligations to
                  repair described in 4.2 (a) (ii)) shall repair such damage
                  with reasonable diligence.

                   ARTICLE V - TAXES AND OPERATING COSTS

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

5.2      LANDLORD'S TAX OBLIGATIONS. The Landlord covenants with the Tenant,
         subject to the provisions herein, to pay all Taxes promptly when due to
         the taxing authority or authorities having jurisdiction.

5.3      TENANT'S TAX OBLIGATIONS. The Tenant covenants with the
         Landlord:

         (i)      to pay promptly when due to the taxing authority or
                  authorities having jurisdiction all taxes, rates, duties,
                  levies and assessments whatsoever, whether municipal,
                  parliamentary or otherwise, levied, imposed or assessed in
                  respect of any and every business carried on by the Tenant,
                  subtenants, licensees, or other occupants of the Leased
                  Premises or in respect of the use or occupancy thereof
                  (including licence fees); and

         (ii)     to pay promptly to the Landlord when demanded or otherwise due
                  hereunder:

                  (1)      all Taxes charged in respect of all Leasehold
                           Improvements and trade fixtures and all furniture and
                           equipment made, owned or installed by or on behalf of
                           the Tenant in the Leased Premises as Additional Rent;

                  (2)      if by reason of the act, election or religion of the
                           Tenant or any subtenant, licensee or occupant of the
                           Leased Premises, the Leased Premises or any part of
                           them shall be assessed for the support of Separate
                           Schools, the amount by which the Taxes so payable
                           exceed those which would have been payable if the
                           Leased Premises had been assessed for the support of
                           Public Schools; and

                  (3)      the Tenant's Proportionate Share of Taxes as
                           Additional Rent in the manner stipulated herein.

         (iii)    notwithstanding any other provisions of this Lease to the
                  contrary, the Tenant shall pay to the Landlord, at such times
                  and in such manner as the Landlord may direct, without
                  duplication, an amount equal to all goods and

<PAGE>
                                                                            11

                  service taxes, sales taxes, value-added taxes or any other
                  taxes imposed with respect to Base Rent, Additional Rent or
                  other amounts payable by the Tenant to the Landlord under
                  this Lease, howsoever such taxes are characterized. The
                  amount payable by the Tenant hereunder shall not be deemed
                  to be Base Rent or Additional Rent but the Landlord shall
                  have all of the same rights and remedies for recovery of
                  same as it has for recovery of Base Rent and Additional
                  Rent hereunder.

         Whenever requested by the Landlord the Tenant will deliver to it
         receipts for payment of all taxes, rates, duties, levies and
         assessments payable by the Tenant hereof and furnish such other
         information in connection therewith as the Landlord may reasonably
         require.

5.4      METHOD OF PAYMENT OF TAXES. The Tax payments required to be made by
         the Tenant to the Landlord under the provisions of 5.3 (ii) herein
         shall be estimated by the Landlord, and the Tenant shall pay to the
         Landlord in addition to the monthly payments of Base Rent
         hereinbefore reserved, one-ninth of the estimated annual tax
         payments in the months of January to September, both inclusive, in
         each calendar year with an adjustment being made when the property
         tax bill respecting the Building is received by the Landlord for
         each year. The Tenant shall within sixty (60) days of being invoiced
         pay to the Landlord such additional sums as may be required in order
         that out of such monthly additional payments, the Landlord may pay
         the whole amount of the annual taxes as the installments thereof fall
         due; and if the monthly additional payments so paid by the Tenant to
         the Landlord exceed in total the Tenant's Proportionate Share of the
         annual property tax bill with respect to the Building and Lands of
         which the Leased Premises form part, then the excess shall be
         adjusted by the Landlord in favour of the Tenant by applying such
         excess on account of the next ensuing rental payments due (following
         the issue of the yearly statement) and such next ensuing rental
         payments shall be reduced by such excess accordingly. The Landlord
         shall forward to the Tenant copies of all notices or tax bills
         relating to the imposition of property taxes or other charges
         required hereunder to be paid as to part or all thereof by the
         Tenant. In the event that the Landlord is unable to obtain or
         determine a separate allocation of taxes payable by the Tenant under
         this Lease, the Landlord shall have the right to make an allocation,
         but shall be obligated to act reasonably and not arbitrarily.

5.5      OPERATING COSTS. During the Term of this Lease, the Tenant shall pay
         to the Landlord its Proportionate Share of Operating Costs. Prior to
         the commencement of the Term of this Lease and the commencement of
         each fiscal period selected by the Landlord thereafter which
         commences during the Term the Landlord shall estimate the amount of
         Operating Costs and the Tenant's Proportionate Share thereof for the
         ensuing fiscal period or (if applicable) broken portion thereof, as
         the case may be, and notify the Tenant in writing of such estimate.
         The amount so estimated shall be payable in equal monthly
         installments in advance over the fiscal period or broken portion
         thereof in question, each such instalment being payable on each
         monthly rental payment date provided in clause 2.3. The Landlord may
         from time to time alter the fiscal period selected, in which case,
         and in the case where only a broken portion of a fiscal period is
         included with the Term, the appropriate adjustment in monthly
         payments shall be made. From time to time during a fiscal period the
         Landlord may re-estimate the amount of Operating Costs and the
         Tenant's Proportionate Share thereof, in which event the Landlord
         shall notify the Tenant in writing of such re-estimate and fixed
         monthly installments for the then remaining balance of such fiscal
         period or broken portion thereof such that, after giving credit for
         installments paid by the Tenant on the basis

<PAGE>
                                                                            12

         of the previous estimate or estimates, the Tenant's entire
         Proportionate Share of Operating Costs will have been paid during
         such fiscal period or broken period thereof. As soon as practicable
         after the expiration of each fiscal period the Landlord shall make a
         final determination of Operating Costs and the Tenant's
         Proportionate Share thereof for such fiscal period or (if
         applicable) broken portion thereof and shall provide a statement to
         the Tenant and the parties shall make the appropriate readjustment.
         Each 12 month period ending December 31st shall be deemed to be an
         accounting year for adjusting the said Operating Costs and within
         120 days after the end of each such accounting year, the Landlord
         shall compute the said costs for such accounting year and the
         Proportionate Share of the Tenant therefor and shall submit to the
         Tenant a statement to reflect the Operating Costs specifically
         permitted under this Lease, and the said Proportionate Share thereof
         shall be borne by the Tenant. To the extent that the Tenant's
         Proportionate Share of such costs for such accounting year shall be
         greater than the total amount actually paid by the Tenant by said
         monthly payments in respect of such year the difference shall be
         paid by the Tenant to the Landlord within thirty (30) days after
         receipt by the Tenant of such statement. Any excess payments shall
         be applied by reducing the next ensuing rental payment(s) by the
         amount of such excess. The said accounting period may be modified by
         the Landlord if reasonably necessary. The Tenant may not claim a
         readjustment in respect to the Tenant's Proportionate Share of
         Operating Costs based upon any error of assessment, determination or
         calculation thereof unless claimed in writing prior to the
         expoiration of one year after the fiscal period to which the
         Operating Costs relate.

5.6      PAYMENT OF ADDITIONAL RENT. Any Additional Rent provided for under this
         Lease unless otherwise provided herein, shall become due with each
         instalment of monthly Base Rent.

                  ARTICLE VI- UTILITIES AND ADDITIONAL SERVICES

6.1      WATER AND TELEPHONE. The Landlord shall furnish appropriate openings
         for bringing telephone services to the Leased Premises and shall
         provide hot and cold water to washrooms in the Leased Premises and to
         washrooms available for the Tenant's use in common with others entitled
         thereto.

6.2      ELECTRICITY. The Tenant shall pay throughout the Term promptly to the
         Landlord (unless paid directly to Hydro authorities pursuant to
         separate billing) as Additional Rent when demanded:

         (i)      The cost of electric light and power supplied to the Leased
                  Premises monthly based on the electric light and power
                  requirements of the Tenant on a pro rata basis as determined
                  from time to time during the Term by the Landlord acting
                  reasonably; and

         (ii)     The cost of cleaning, maintaining and servicing in all
                  respects all electric lighting fixtures in the Leased
                  Premises including the cost of replacement of electric
                  light bulbs, tubes, starters and ballasts used to replace
                  those installed at the commencement of the Term.  Such
                  cleaning, maintaining, servicing and replacement shall be
                  within the exclusive right of the Landlord.  It is
                  understood and agreed that the costs described in this
                  sub-section (ii) shall be charged to the Tenant as an
                  Additional Service payable upon receipt of invoice from
                  the Landlord.

<PAGE>
                                                                            13

6.3      ADDITIONAL SERVICES. The Landlord, if it shall from time to time so
         elect, shall have the exclusive right, by way of Additional Services,
         to provide or have its designated agents or contractors provide any
         janitor or cleaning service to the Leased Premises and Common Area
         Facilities required by the Tenant which are additional to those
         required to be provided by the Landlord hereunder, including the
         Additional Services which the Landlord agrees to provide by
         arrangement, and to supervise the moving of furniture or equipment of
         the Tenant in and out of the Building where such moving of furniture or
         equipment would be disruptive to the normal business of the Building,
         and the making of repairs or alterations conducted within the Leased
         Premises affecting Base Building, building systems or Leasehold
         Improvements. The reasonable cost of Additional Services provided to
         the Tenant, whether the Landlord shall be obligated hereunder or shall
         elect to provide them as Additional Services, shall be paid to the
         Landlord by the Tenant from time to time within thirty (30) days
         following receipt of invoices therefor from the Landlord. Costs of
         Additional Services charged directly to the Tenant and other tenants
         shall be credited in computing Operating Costs.

                   ARTICLE VII- ASSIGNING AND SUBLETTING

7.1      ASSIGNMENTS AND SUBLETTINGS. The Tenant covenants with the Landlord
         that it will not assign, sublet, licence or part with the possession of
         the Leased Premises or any part thereof, or share the occupation of the
         Leased Premises, or any part thereof, without the consent of the
         Landlord in writing first had and obtained such consent not to be
         unreasonably or arbitrarily withheld or delayed. Provided that as a
         condition of the granting of its consent, the Landlord may require any
         assignee, subtenant, licensee or occupant of the Leased Premises to
         execute an agreement whereby he, it or they attorn to and become the
         tenants of the Landlord as if he, it or they had executed this Lease,
         or, except in the case of an absolute assignment of this Lease, to
         execute an acknowledgement that all the sublessee's or undertenant's
         estate, right and interest in and to the Leased Premises absolutely
         terminates upon the surrender, release, disclaimer or merger of this
         Lease notwithstanding the provisions of the Landlord and Tenant Act of
         Ontario, R.S.O. 1980, Chapter 232 and amendments thereof with specific
         reference to Paragraphs 21 and 39 (2) thereof, or other similar
         statute. The Tenant shall furnish to the Landlord copies of any
         assignment, sublease, licence or other agreement herein contemplated.
         Notwithstanding any other provision in this section, no assignment,
         subletting, licensing or parting with possession of the Leased Premises
         shall in any way release or be deemed to release the Tenant (or any
         guarantor hereof) from their obligations under the terms of this Lease.
         Provided further that the proposed assignee, subtenant, licensee or
         occupant of the Leased Premises shall be required to provide reasonable
         financial information as the Landlord may require. It is agreed that
         the Landlord may consider in determining whether to grant consent among
         other matters, the following: the personal and business history of the
         proposed assignee, occupant, sublessee and its key employees. The
         Tenant agrees to pay the reasonable legal fees of the Landlord's
         solicitor relating to the preparation of the Landlord's consent, and
         determination as to whether to give the consent.

         If by sale, transfer or other disposition of its shares, the control
         of the tenant is altered so that 51% of the shares are transferred
         in any manner, then same shall be deemed as an assignment and the
         provisions of this paragraph shall apply. The Tenant covenants and
         agrees to advise the Landlord forthwith if such a transfer is
         contemplated.

<PAGE>
                                                                            14

         In the event of any sub-letting by the Tenant by virtue of which the
         Tenant receives rent in the form of cash, goods, services or other
         considerations from the sub-tenant which is higher than the rent
         payable hereunder to the Landlord for the premises so sub-let, the
         Tenant shall pay any such excess to the Landlord, in addition to all
         rent and other costs payable hereunder, for the period of time during
         which the said subtenant remains in possession of the premises sub-let
         to it.

         If the Tenant herein shall receive from any assignee of this lease,
         either directly or indirectly, any consideration for the assignment of
         this lease, either in the form of cash, goods or services, the Tenant
         shall forthwith pay an amount equivalent to such consideration to the
         Landlord and same shall be deemed to be further Additional Rent
         hereunder.

         In the event of any proposed assignment or subletting of the Leased
         Premises by the Tenant, the Landlord shall not be obligated to
         consider such a proposal nor be required to consent to same, unless
         the base rent payable by the proposed assignee or sublessee is, in
         the sole discretion of the Landlord, at the then current market rate
         for similar space in the immediate and surrounding area.

         In calculating whether there is any additional consideration payable
         by an assignee or sublessee as hereinbefore provided, no deduction
         shall be made for any commission payable to any agent or other
         party.

         If the Landlord has granted to the Tenant, named on page 1 of this
         Lease, any first rights of refusal, exclusive rights or options to
         lease additional space or to purchase, it is agreed and understood
         that upon the Tenant assigning, subletting, licensing or parting
         with possession of the Leased Premises or any part thereof, the
         aforesaid rights referred to shall automatically become null and
         void.

         Notwithstanding the above provisions, within ten (10) business days
         after the receipt by the Landlord of such request for consent and of
         all information which the Landlord shall have requested hereunder, the
         Landlord shall have the right upon written notice of termination
         submitted to the Tenant to, if the request is to assign this Lease or
         sublet the whole of the Leased Premises, cancel and terminate this
         Lease, or to, if the request is to sublet a part of the Leased Premises
         only, cancel and terminate this Lease with respect to such part, in
         each case as of a termination date to be stipulated in the notice of
         termination which shall be ninety (90) days following giving of such
         notice. In such event the Tenant shall surrender the whole or part, as
         the case may be, of the Leased Premises in accordance with such notice
         of termination and Base Rent and Additional Rent shall be apportioned
         and paid to the date of surrender and, if only a part of the Leased
         Premises is surrendered, Base Rent and Additional Rent shall, after the
         date of surrender, abate proportionately. If the Landlord does not
         elect to terminate as aforesaid and if consent to sublease or assign
         will be granted, the Tenant may assign or sublet, as the case may be,
         only upon the terms and to the party set out in the offer submitted to
         the Landlord as aforesaid.

                   ARTICLE VIII- FIXTURES AND IMPROVEMENTS

8.1      INSTALLATION OF FIXTURES AND IMPROVEMENTS. The Tenant shall not make,
         erect, install or alter any Leasehold Improvements in the Leased
         Premises without having requested and obtained the Landlord's prior
         written approval which the Landlord shall not unreasonably delay or
         withhold. In making, erecting, installing or altering any Leasehold
         Improvements the Tenant will not alter or interfere with any
         installations which have

<PAGE>
                                                                            15

         been made by the Landlord without the prior written approval of the
         Landlord and in no event shall it alter or interfere with window
         coverings (if any) installed by the Landlord on exterior windows.
         The Tenant's request for any approval hereunder shall be in writing
         and accompanied by an adequate description of the contemplated work
         and, where appropriate, working drawings and specifications thereof.
         All work to be performed in the Leased Premises shall be performed
         by reputable contractors approved by the Landlord. The Landlord
         reserves the right to require the Tenant to utilize the
         contractor(s) of the Landlord where Base Building, building systems
         and/or warranties may be affected provided the Landlord agrees that
         charges by such contractors shall be in keeping with that which an
         arms length contractor would charge. The cost of all such work shall
         be estimated by the Landlord in advance and such estimate approved
         by the Tenant prior to work commencing. All such work shall be
         performed at the Tenant's expense and the Tenant shall be
         responsible for application and payment of all fees in connection
         with any permits required. All such work shall be subject to
         inspection by and the reasonable supervision of the Landlord, as an
         Additional Service, and shall be performed in accordance with any
         reasonable conditions or regulations imposed by the Landlord and
         completed in a good and workmanlike manner in accordance with the
         description of the work approved by the Landlord. The Landlord shall
         be entitled to supervise the work and charge the Tenant a
         supervision fee. The Landlord shall also be entitled to charge
         reasonable fees for examining plans respecting the proposed work.
         The Tenant shall be obligated to pay any reasonable consultant's
         fees incurred by the Landlord for review and approval of plans for
         construction of any nature after the Commencement Date as Additional
         Rent.

8.2      LIENS AND ENCUMBRANCES ON FIXTURES AND IMPROVEMENTS. In connection
         with the making, erection, installation or alteration of Leasehold
         Improvements and all other work or installations made by or for the
         Tenant in the Leased Premises the Tenant shall comply with all the
         provisions of the Construction Lien Act (Ontario) and other statutes
         from time to time applicable thereto and shall promptly pay all
         accounts relating thereto. The Tenant will not create or cause to be
         created any mortgage, conditional sale agreement or other
         encumbrance in respect of its Leasehold Improvements or permit any
         such mortgage, conditional sale agreement or other encumbrance to
         attach to the Leased Premises or to the Building and Common Area
         Facilities. If and whenever any construction or other lien for work,
         labour, services or materials supplied to or for the Tenant for the
         cost of which the Tenant may be in any way liable or claims therefor
         shall arise or be filed or any such mortgage, conditional sales
         agreement or other encumbrance shall attach, the Tenant shall within
         ten (10) days after receipt of notice thereof procure the discharge
         thereof, including any certificate of action registered in respect
         of any lien, by payment or giving security or in such other manner
         as may be required or permitted by law failing which the Landlord
         may in addition to all other remedies hereunder avail itself of its
         remedy hereunder and may make any payments required to procure the
         discharge of any such liens or encumbrances and shall be entitled to
         be reimbursed by the Tenant as provided herein and its right to
         reimbursement shall not be affected or impaired if the Tenant shall
         then or subsequently establish or claim that any lien or encumbrance
         so discharged was without merit or excessive or subject to any
         abatement, set-off or defense.

8.3      REMOVAL OF FIXTURES AND IMPROVEMENTS. All Leasehold Improvements in or
         upon the Leased Premises shall immediately upon termination of this
         lease be and become the Landlord's property without compensation
         therefor to the Tenant. Except to the extent otherwise expressly agreed
         by the Landlord in writing no Leasehold Improvements, trade fixtures,
         furniture

<PAGE>
                                                                            16

         or equipment shall be removed by the Tenant from the Leased Premises
         either during or at the expiration or earlier termination of the
         Term except that (1) the Tenant shall at the end of the Term remove
         its trade fixtures, (2) the Tenant shall at the end of the Term
         remove such Leasehold Improvements as the Landlord shall require to
         be removed which items shall be identified at the time the work is
         approved, and (3) the tenant shall remove its furniture and
         equipment at the end of the Term and may remove its furniture and
         equipment during the Term in the usual and normal course of its
         business where such furniture or equipment has become excess for the
         Tenant's purposes or the or the Tenant is substituting therefor new
         furniture and equipment. The Tenant shall, in the case of every
         removal either during or at the end of the Term, make good any
         damage caused to the Leased Premises by the installation and
         removal. Provided that upon the termination of this Lease, the
         Tenant, if requested by the Landlord, shall restore the interior of
         the Leased Premises to its former condition immediately prior to the
         installation of such alterations or changes, including the
         restoration or such standard fixtures as may have been installed by
         the Landlord, and if not so requested, any such changes or
         alterations shall become the property of the Landlord, or
         alternatively, the Tenant shall install such comparable fixtures and
         materials as may then be in use.

8.4      OCCUPATIONAL HEALTH AND SAFETY. The Tenant covenants and agrees that
         it will ensure that a comprehensive and rigorous health and safety
         program to protect workers in the Leased Premises is implemented to
         ensure that no accidents or injuries occur in connection with the
         performance of any Tenant's work. The Tenant will indemnify the
         Landlord in respect of all claims, infractions, prosecutions,
         alleged infractions, losses, costs and expenses and any fines or
         proceedings relating to fines or other offenses under all
         occupational health and safety and any similar legislation that
         might be brought, or imposed against or suffered by the Landlord or
         any of its officers, directors and employees in connection with the
         performance of any Tenant's work. Without limiting the obligations
         set out above in this Section 8.4, the Tenant will do at least the
         following:

         (a)      ensure that all obligations imposed by statute, law or
                  regulation on "constructors" or other persons completing or
                  co-ordinating any Tenant's work are diligently and properly
                  completed;

         (b)      co-operate with the Landlord in having any Tenant's work
                  designated as a separate project so that the Landlord does
                  not incur any obligations as a constructor or obligations
                  similar to those of a constructor at law or by regulation
                  imposed in connection with the performance of any Tenant's
                  work;

         (c)      comply with all directions that the Landlord may give to
                  the Tenant in connection with the performance of any
                  Tenant's work having regard to construction health and
                  safety requirements; and

         (d)      provide to the Landlord whatever rights of access,
                  inspection, and whatever information, documents and other
                  matters the Landlord requires in order to ensure that the
                  Tenant's obligations under this Section are complied with.

<PAGE>
                                                                            17

                      ARTICLE IX- INSURANCE AND LIABILITY

9.1      LANDLORD'S INSURANCE. The Tenant will during the whole of the Term
         hereby granted as part of Operating Costs, pay its Proportionate Share
         of all premiums with respect to insurance to be placed by the Landlord
         and described in this Section 9.1. The Landlord agrees to maintain
         during the Term, insurance coverages as follows:

         (i)      Property of Every Description (Building and Equipment) against
                  the perils of "All-Risks", under form providing coverage at
                  least equivalent to Commercial Building Broad Form I.A.O. Form
                  No. 700 including "Building By-Laws Endorsements", and to be
                  insured for the Replacement Value, without allowance for
                  depreciation and Stated Amount, and with no co-insurance
                  requirement.

         (ii)     "Rental Income" for the gross annual rental income on
                  "All-Risks" basis, as provided under Commercial Building Broad
                  Form I.A.O. Form 700 including "Building By-Laws
                  Endorsements", providing coverage at least equivalent to
                  I.A.O. Profits Form No. 551 with an eighteen (18) month
                  indemnity period.

         (iii)    Broad Form Boiler and Machinery Policy on a blanket and
                  replacement basis with limits for each accident in an
                  amount not less than the replacement cost of the Building
                  containing the Leased Premises and which shall cover all
                  boilers, pressure vessels, air conditioning equipment and
                  miscellaneous electrical apparatus owned by the Landlord
                  and which shall include PCB coverage.  It shall also
                  include "Rental Income" for the full gross annual income
                  equivalent to I.A.O. Profits Form No. 551 with a eighteen
                  (18) month indemnity period.  This policy should also
                  provide "Building By-Laws Endorsements".

         (iv)     "General Liability Insurance" on a Comprehensive Form and on
                  an "occurrence" basis without deductible with retroactive
                  coverage against claims for Personal and Bodily Injury and
                  Death and/or Property Damage occurring upon or about the
                  Leased Premises and for a limit no less than $5,000,000.00
                  inclusive for one occurrence.

         (v)      Such other insurance coverage or coverages as a prudent owner
                  of a first class office building would obtain for protection
                  respecting loss of, or damage to the Building, the Lands or
                  the Leased Premises, or liability arising therefrom.

         All such insurance coverages shall be kept and maintained by the
         Landlord, and in no event shall the coverage be less than the amount
         required by any institution then holding a mortgage on the Building and
         Common Area Facilities. The Tenant shall pay to the Landlord, as part
         of Operating Costs, its Proportionate Share of the Landlord's
         Insurance. The Tenant shall not do or permit to be done any act or
         thing whereby insurance coverage, premiums or any of them hereinbefore
         contemplated, may be increased or cancelled by the insurer, or the
         Leased Premises shall be rendered uninsurable, and if by reason of any
         act done or permitted or omission, as the case may be, by the Tenant,
         the said insurance coverage, premiums or any of them shall be
         increased, then the Tenant, if it shall fail to rectify the event
         giving rise to the increased premium after written notice thereof from
         the Landlord, shall be liable to pay all of such increase in premium,
         with respect to the entire coverages, and this notwithstanding that the
         Tenant occupies only a portion of the Building covered by such
         insurance coverages, and if the Leased Premises shall be rendered
         uninsurable, or if the said insurance coverages, or any of them, shall
         be cancelled by reason of any act or

<PAGE>
                                                                            18

         omission as the case may be by the Tenant and shall not be
         susceptible of being replaced, after the Landlord's reasonable
         efforts under the circumstances to do so, then the Landlord, after
         giving the Tenant at least fourteen (14) days written notice within
         which to replace insurance coverage or coverages shall, at its
         absolute discretion, have the right to determine that the term
         hereof has expired and in such event the Tenant shall deliver up
         possession of the Leased Premises as if the Term of this Lease had
         expired.

         PROVIDED that no act required to be done by the Tenant nor any payment
         required to be made by the Tenant, including reimbursements of
         insurance premiums paid by the Landlord, shall relieve the Tenant from
         any liability for damage incurred by the Landlord as result of any act
         or omission of the Tenant.

         If any other tenant of the Building has his own insurance premiums
         increased by his insurers as a result of the use or occupation by the
         Tenant herein of the within Leased Premises, the Tenant covenants and
         agrees with the Landlord after written notice thereof, to pay the
         additional cost forthwith upon demand as Additional Rent.

         The Landlord's insurance policy shall contain a waiver of subrogation
         in favour of the Tenant or those for whom the Tenant is in law
         responsible.

9.2      AGENTS. The Tenant acknowledges, covenants and agrees that every right,
         exemption from liability, defence and immunity of whatsoever nature
         applicable to the Landlord or to which the Landlord is entitled
         hereunder shall also be available and shall extend to protect every
         such agent of the Landlord acting (in the course of or in connection
         with his employment or otherwise) and for the purposes of all of the
         foregoing provisions of this clause, the Landlord is or shall be deemed
         to be acting as agent or trustee on behalf of and for the benefit of
         persons who are or might be his servants, employees or agents from time
         to time.

9.3      TENANT'S INSURANCE. The Tenant covenants to insure and to keep insured
         during the whole of the Term, with an insurance company or companies in
         good standing and upon terms and conditions all satisfactory to the
         Landlord:

         (i)      "All-Risks" insurance upon all property owned by the
                  Tenant or for which it is legally liable or installed or
                  affixed by or on behalf of the Tenant and which is
                  located in the Building including, without limitation,
                  furniture, fittings, installations, alterations,
                  additions, partitions and fixtures or anything in the
                  nature of a Leasehold Improvement made or installed by or
                  on behalf of the Tenant in an amount equal to the full
                  replacement cost thereof; if there is a dispute as to the
                  amount which comprises full replacement cost the decision
                  of the Landlord's Architect shall be conclusive.

         (ii)     All parties hereto on a Comprehensive Form for bodily
                  injury and property damage, general liability coverage
                  arising out of the use, maintenance or repair of the
                  Leased Premises and/or the business of the Tenant or any
                  sub-tenant, licensees or occupiers of the Leased
                  Premises; such insurance shall be for a limit of not less
                  than $2,000,000.00 inclusive for any one occurrence, or
                  such higher limits as the Landlord, acting reasonably, or
                  any mortgagee requires from time to time, and shall
                  contain a severability of interest clause, and a cross
                  liability clause.

<PAGE>
                                                                            19

         (iii)    Glass coverage for the replacement of all glass broken,
                  cracked or damaged in, on and about the Leased Premises.

         (iv)     Any other form of insurance that the Landlord or any mortgagee
                  may reasonably require, from time to time in form, amounts and
                  for insurance risks acceptable to the Landlord and any
                  mortgagee.

         The Tenant covenants and agrees to provide the Landlord with evidence
         of insurance as required under this provision. Such evidence shall be
         by way of a certified copy of the policy if available in timely fashion
         or failing which a certificate of insurance at such time or times as
         the Landlord may require. The Tenant agrees to provide same to the
         Landlord forthwith after notice has been given by the Landlord to the
         Tenant of its request. The Tenant's policy shall contain a waiver of
         subrogation in favour of the Landlord and those for whom the Landlord
         is in law responsible.

9.4      LIMITATION OF LANDLORD'S LIABILITY.   The Tenant agrees that:

         (i)      the Landlord shall not be liable for any bodily injury or
                  death of, or loss or damage to any property belonging to the
                  Tenant or its employees, invitees, or licensees or any other
                  person in, on or about the Building and Common Area Facilities
                  howsoever occurring and in no event shall the Landlord be
                  liable for:

                  (1)      any damage which is caused by steam, water, rain or
                           snow which may leak into, issue or flow from any part
                           of the Building or Common Area Facilities or from the
                           pipes or plumbing works thereof or from any other
                           place or quarter or for any damage caused by or
                           attributable to the condition or arrangement
                           of any electric or other wiring or for any damage
                           caused by anything done or omitted by any other
                           tenant; and

                  (2)      any act or omission (including theft, malfeasance or
                           negligence) on the part of any agent, contractor or
                           person from time to time employed by it to perform
                           janitor services, security services, maintenance,
                           supervision or any other work in or about the Leased
                           Premises or the Building or Common Area Facilities
                           provided it is understood that the Landlord shall
                           require its contractors to maintain insurance
                           consistent with industry standards; and

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

         (ii)     the Landlord shall have no responsibility or liability
                  for the failure to supply interior climate control or
                  elevator service when prevented from doing so by strikes,
                  the necessity of repairs, any order or regulation of any
                  body have jurisdiction, the failure of the supply of any
                  utility required for the operation thereof or any other
                  cause beyond the Landlord's reasonable control, and shall
                  not be held responsible for any bodily injury, death or
                  damage to property arising from the use of, or any
                  happening in or about, any elevator.

9.5      INDEMNITY OF LANDLORD. The Tenant agrees to indemnify and save harmless
         the Landlord in respect of all claims for bodily injury or death,
         property damage or other loss or damage arising from the conduct of any
         work by or any act or omission of the Tenant or any assignee,
         subtenant, agent, employee, contractor, invitee or licensee of the
         Tenant, and in respect of all costs, expenses and liabilities incurred
         by the Landlord in connection with or arising out of all such claims,

<PAGE>
                                                                            20

         including the expenses of any action or proceeding pertaining thereto,
         and in respect of any loss, cost, expense or damage suffered or
         incurred by the Landlord arising from any breach by the Tenant of any
         of its covenants and obligations under this Lease.

              ARTICLE X-SUBORDINATION, ATTORNMENT AND CERTIFICATES

10.1     SUBORDINATION AND ATTORNMENT. The Tenant agrees that this Lease and all
         the rights of the Tenant hereunder are subject and subordinate to all
         mortgages now or hereafter existing (including deeds of trust and all
         instruments supplemental thereto) which may now or hereafter affect the
         Building or Common Area Facilities and to all renewals, modifications,
         consolidations, replacements and extensions thereof, provided such
         mortgagee has provided a non-disturbance agreement to the Tenant;
         provided that the Tenant whenever requested by any mortgagee (including
         any trustee under a deed of trust and mortgage) shall attorn to such
         mortgagee as the Tenant upon all the terms of this Lease. Subject to
         the foregoing, the Tenant agrees to execute promptly whenever requested
         by the Landlord or by such mortgagee such instrument of subordination
         or attornment, as the case may be, as may be required of it.

10.2     CERTIFICATES. The Tenant shall promptly whenever requested by the
         Landlord from time to time execute and deliver to the Landlord (and if
         required by the Landlord, to any mortgagee [including any trustee under
         a deed of trust and mortgage] designated by the Landlord) a certificate
         in writing as to the then status of this Lease, including as to whether
         it is in full force and effect, is modified or unmodified, confirming
         the rent payable hereunder and the state of the accounts between the
         Landlord and Tenant, the existence or non-existence of defaults, and
         any other matters pertaining to this Lease as to which the Landlord
         shall request a certificate.

               ARTICLE XI-EVENTS OF DEFAULT AND REMEDIES

11.1     EVENTS OF DEFAULT AND REMEDIES. In the event of the happening of any
         one of the following events (hereinafter referred to as a "DEFAULT"):

         (a)      the Tenant shall have failed to pay an instalment of Base
                  Rent or of Additional Rent or any other amount payable
                  hereunder when due. No notice shall be required in the
                  event of a monetary Default;

         (b)      there shall be a default of or with any condition,
                  covenant, agreement or other obligation on the part of the
                  Tenant to be kept, observed or performed hereunder (other
                  than the obligation to pay Base Rent, Additional Rent or
                  any other amount of money) and such Default shall be
                  continuing for a period of more than ten (10) days after
                  written notice by the Landlord to the Tenant specifying the
                  Default and requiring that it discontinue or such longer
                  period as may be reasonably required in order to rectify
                  such default provided that the Tenant commences curing the
                  default within such 10 day period and thereafter diligently
                  attempts to cure such default on a continuous and regular
                  basis until such default is cured;

         (c)      if any policy of insurance upon the Building or any part
                  thereof from time to time affected by the Landlord shall be
                  cancelled or about to be cancelled by the insurer by reason
                  of the use or occupation of the Leased Premises by the
                  Tenant or any assignee, sub-tenant or licensee of the

<PAGE>
                                                                            21

                  Tenant or anyone permitted by the Tenant to be upon the
                  Leased Premises and the Tenant, after receipt of notice in
                  writing from the Landlord, shall have failed to take such
                  immediate steps in respect of such use or occupation as
                  shall enable the Landlord to reinstate or avoid
                  cancellation (as the case may be) of such policy of
                  insurance;

         (d)      the Leased Premises shall, without the prior written
                  consent of the Landlord, be used by any other persons than
                  the Tenant or its permitted assigns or sub-tenants or for
                  any purpose other than that for which they were leased or
                  occupied or by any persons whose occupancy is prohibited by
                  this Lease;

         (e)      the Leased Premises shall be vacated or abandoned, without
                  the prior written consent of the Landlord for seven (7)
                  consecutive days or more while capable of being occupied;

         (f)      the balance of the Term of this Lease or any of the goods
                  and chattels of the Tenant located in the Leased Premises,
                  shall at any time be seized in execution or attachment; or

         (g)      the Tenant shall make any assignment for the benefit of
                  creditors or become bankrupt or insolvent or take the
                  benefit of any statute for bankrupt or insolvent debtors
                  or, if a corporation, shall take any steps or suffer any
                  order to be made for its winding-up or other termination of
                  its corporate existence; or a trustee, receiver or
                  receiver-manager or agent or other like person shall be
                  appointed of any of the assets of the Tenant;

         the Landlord shall have the following rights and remedies all of
         which are cumulative and not alternative and not to the exclusion of
         any other or additional rights and remedies in law or equity
         available to the Landlord by statute or otherwise:

         (i)      to remedy or attempt to remedy any Default of the Tenant,
                  and in so doing to make any payments due or alleged to be
                  due by the Tenant to third parties and to enter upon the
                  Leased Premises to do any work or other things therein, and
                  in such event all reasonable expenses of the Landlord in
                  remedying or attempting to remedy such Default shall be
                  payable by the Tenant to the Landlord on demand;

         (ii)     with respect to unpaid overdue Rent, to the payment by the
                  Tenant of the rent and of interest (which said interest
                  shall be deemed included herein in the term "Rent") thereon
                  at a rate equal to three percent (3%) above the prime
                  commercial loan rate charged to borrowers having the
                  highest credit rating from time to time by the Landlord's
                  principal bank from the date upon which the same was due
                  until actual payment thereof and the maximum amount allowed
                  under the laws of the jurisdiction in which the Building is
                  located;

         (iii)    to terminate this Lease forthwith by leaving upon the
                  Leased Premises or by affixing to an entrance door to the
                  Leased Premises notice terminating the Lease and to
                  immediately thereafter cease to furnish any services
                  hereunder and enter into and upon the Leased Premises or
                  any part thereof in the name of the whole and the same to
                  have again, re-possess and enjoy as of its former estate,
                  anything in this Lease contained to the contrary
                  notwithstanding; and

<PAGE>
                                                                            22

         (iv)     to enter the Leased Premises as agent of the Tenant and as
                  such agent to re-let them and to receive the rent therefor
                  and as the agent of the Tenant to take possession of any
                  furniture or other property thereon and upon giving ten
                  (10) days' written notice to the Tenant to store the same
                  at the expense and risk of the Tenant or to sell or
                  otherwise dispose of the same at public or private sale
                  without further notice and to apply the proceeds thereof
                  and any rent derived from re-letting the Leased Premises
                  upon the account of the rent due and to become due under
                  this Lease and the Tenant shall be liable to the Landlord
                  for the deficiency if any.

11.5     PAYMENT OF RENT, ETC. ON TERMINATION.

         (a)       Upon the giving by the Landlord of a notice in writing
                   terminating this Lease under sub-paragraph 11.1 (iii) of
                   this paragraph, this Lease and the term shall terminate,
                   Rent and any other payments for which the Tenant is liable
                   under this Lease shall be computed, apportioned and paid
                   in full to the date of such termination forthwith, and
                   there shall immediately become due and payable forthwith
                   in one lump sum, the next immediately ensuing three (3)
                   months' Rent (calculated as if full Base Rent and
                   Additional Rent are owing and not giving credit for any
                   scheduled free Rent period). Upon termination of this
                   Lease and the Term, the Tenant shall immediately deliver
                   up possession of the Leased Premises to the Landlord, and
                   the Landlord may forthwith re-enter and take possession of
                   them.

         (b)       The Tenant shall pay to the Landlord on demand all costs
                   and expenses, including lawyers' fees and disbursements
                   incurred by the Landlord in enforcing any of the
                   obligations of the Tenant under this Lease.

         (c)       The Tenant shall pay to the Landlord, for any monetary
                   Default, interest at a fixed rate per annum equal to the
                   most favourable rate which the Landlord's principal bank
                   will lend money on prime loans to commercial customers at
                   the date when interest commences to run plus three percent
                   (3%) per annum. Such interest shall run from the due date
                   of such sum without the necessity of a demand until
                   payment and shall be compounded semi-annually.

11.3     RENUNCIATION. The Tenant waives and renounces the benefit of any
         present or future statute taking away or limiting the Landlord's right
         of distress.

                    ARTICLE XII-MISCELLANEOUS

12.1     REGISTRATION. The Tenant agrees with the Landlord not to register this
         Lease, but nevertheless if the Tenant desires to register a notice of
         this Lease, the Landlord agrees to execute a notice or acknowledgement,
         if required, sufficient for the purpose in such form as the Landlord
         and Tenant mutually approve provided in no event shall rental rates of
         this Lease be shown.

12.2     NOTICE. Any notice required or contemplated by any provision of this
         Lease shall be given in writing, and if to the Landlord, either
         delivered to an executive officer of the Landlord or by facsimile
         transmission or mailed by prepaid registered mail addressed to the
         Landlord at 3650 Victoria Park Avenue, Suite #500, North York
         (Toronto), Ontario, M2H 3P7, and if to the Tenant, either delivered
         to the Tenant (or to an officer of the Tenant if the Tenant is a
         firm or corporation) or by facsimile transmission or mailed by
         prepaid registered mail addressed to the Tenant at the Leased

<PAGE>
                                                                            23

         Premises. Every such notice shall be deemed to have been given when
         delivered or, if mailed as aforesaid in Canada, upon the day when it
         was mailed. The Landlord may from time to time by notice in writing
         to the Tenant designate another address in Canada as the address to
         which notices are to be mailed to it.

12.3     EXTRANEOUS AGREEMENTS. The Tenant acknowledges that there are no
         covenants, representations, warranties, agreements or conditions
         expressed or implied relating to this Lease or the Leased Premises save
         as expressly set out in this Lease and in any agreement to Lease in
         writing between the Landlord and the Tenant pursuant to which this
         Lease has been executed. This Lease may not be modified except by an
         agreement in writing executed by the Landlord and the Tenant.

12.4     CONSTRUCTION. All of the provisions of this Lease are to be construed
         as covenants and agreements. If any provision of this Lease is illegal
         or unenforceable it shall be considered separate and severable from the
         remaining provisions of this Lease, which shall remain in force and be
         binding as though the said provision had never been included. The
         headings and marginal sub-headings of clauses and sub-clauses are for
         convenience of reference and are not intended to limit, enlarge or
         otherwise affect their meanings.

12.5     NON-WAIVER. No condoning, excusing or overlooking by the Landlord of
         any default, breach or non-observance by the Tenant at any time or
         times in respect of any covenant, agreement, proviso or condition
         herein contained shall operate as a waiver of the Landlord's rights
         hereunder in respect of any continuing or subsequent default, breach or
         non-observance or so as to defeat or affect in any way the rights of
         the Landlord in respect of any such continuing or subsequent default or
         breach and no waiver shall be inferred or implied by anything done or
         omitted by the Landlord save only express waiver in writing.

12.6     ACCORD AND SATISFACTION. No payment by the Tenant or receipt by the
         Landlord of a lesser amount than the Base Rent and Additional Rent from
         time to time due shall be deemed to be other than on account of the
         earliest stipulated Base Rent and Additional Rent due, nor shall any
         endorsement or statement on any cheque or any letter accompanying any
         cheque or payment of Base Rent or Additional 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 Base Rent or Additional Rent or pursue any other remedy provided
         in this Lease.

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

12.8     TIME OF THE ESSENCE. Time shall be of the essence of this Lease and
         every part hereof.

12.9     NO PARTNERSHIP. Nothing contained herein shall be deemed or construed
         by the parties hereto, nor any third party, as creating the
         relationship of principal and agent, or a partnership, or a joint
         venture between the parties hereto, it being understood and agreed that
         none of the provisions contained herein nor any acts of the parties
         hereto shall be deemed to create any relationship between the parties
         hereto other than the relationship of Landlord and Tenant.

12.10    FORCE MAJEURE. Except as herein otherwise expressly provided, if and
         whenever and to the extent that the Landlord or the Tenant shall be
         prevented delayed or restricted in the fulfilment of any obligations
         hereunder in respect of the supply or provision of any service or
         utility,

<PAGE>
                                                                            24

         the making of any repair, the doing of any work or any other thing
         by reason of strikes or work stoppages or being unable to obtain any
         material, service, utility or labour required to fulfil such
         obligation or by reason of any statute, law or regulation of or
         inability to obtain any permission from any governmental authority
         having lawful jurisdiction preventing, delaying or restricting such
         fulfilment, or by reason of other unavoidable occurrence, the time
         for fulfilment of such obligation shall be extended during the
         period in which such circumstance operates to prevent, delay or
         restrict the fulfilment thereof and the Tenant or Landlord, as the
         case may be, shall not be entitled to compensation for any
         inconvenience, nuisance or discomfort thereby occasioned.
         Notwithstanding the foregoing, the Tenant acknowledges and agrees
         that this provision shall have no application to the Tenant's
         obligation to pay Rent in accordance with the strict provisions of
         this Lease.

12.11    CONTRA PROFERENTEM. The Parties acknowledge and agree that both
         parties have participated in the drafting of this Lease, and any
         rule of law providing that ambiguities shall be construed against
         the drafting party, shall be of no force or effect.

12.12    PLANNING ACT. This Lease is expressly conditional upon compliance
         with the land division provisions of the Planning Act R.S.O. 1990
         (as it may be amended from time to time), if applicable.

12.13    ACCESS. The Tenant, its employees, invitees and customers and
         persons connected with the Tenant (subject and except as in this
         Lease provided) shall have the right in common with others entitled
         thereto from time to time to use the parking areas, driveways,
         walkways, lawns, ramps (if any) and other Common Areas in and about
         the Building from time to time. The Tenant shall not unreasonably
         block or in any manner hinder the Landlord, other tenants or other
         persons claiming through or under them or any of them who may be
         authorized by the Landlord to utilize the Common Areas from so
         doing. The Landlord may, acting reasonably, from time to time permit
         the Tenant to have the exclusive use of portions of the parking area
         which forms part of the Common Areas and to permit other tenants or
         other persons to have exclusive use of portions thereof.

12.14    TRANSFERS BY THE LANDLORD. The Landlord at any time and from time to
         time may sell, transfer, lease, assign or otherwise dispose of the
         whole or any part of its interest in the Leased Premises or in the
         Building and lands of which the Leased Premises form a part, at any
         time and from time to time, may enter into any mortgage of the whole
         or any of its interest in the Building and Lands or in the Leased
         Premises. If the party acquiring such interest shall have agreed to
         assume and so long as it holds such interest, to perform each of the
         covenants, obligations and agreements of the Landlord under this
         Lease in the same manner and to the same extent as if originally
         named as the Landlord in this Lease, the Landlord shall, thereupon
         be released from all of its covenants and obligations under this
         Lease.

         The Landlord may assign its rights under this Lease to a lending
         institution as collateral security for a loan. If such assignment is
         made and executed by the Landlord and notification thereof is given
         to the Tenant by or on behalf of the Landlord this Lease shall not
         be cancelled or modified for any reason whatsoever except as
         provided for by the terms hereof or by law without the consent in
         writing of such lending institution.

12.15    OCCUPANCY PERMIT. [Deleted]

<PAGE>

                                                                            25

12.16    LEASED PREMISES.  Save and except for any work to be performed by
         the Landlord as specifically set out herein, the taking of
         possession of the Leased Premises by the Tenant shall be conclusive
         evidence that the Tenant accepts the Premises in an "as is"
         condition and that the said Leased Premises were in good and
         satisfactory condition at the time possession was so taken.

12.17    SUCCESSORS AND ASSIGNS. This Lease and everything herein contained
         shall enure to the benefit of and be binding upon the successors and
         assigns of the Landlord and the permitted successors and assigns of
         the Tenant. References to the Tenant shall be read with such changes
         in gender as may be appropriate, depending upon whether the Tenant
         is a male or a female person or a firm or corporation, and if the
         Tenant is more than one person or entity, the covenants of the
         Tenants shall be deemed joint and several. All obligations of the
         Tenant or the Landlord under this Lease shall be deemed to be
         covenants whether or not expressed as same. No rights of the Tenant
         in this Lease shall be deemed to be personal, but shall accrue to
         the benefit of the Tenant's successors, permitted subtenants and
         assigns.

12.18    AREA DETERMINATION. In the event that any calculation or
         determination by the Landlord of the Rentable Area of any premises
         (including the Demised Premises) or the Building is disputed or
         called into question by the Tenant, it shall be calculated or
         determined by the Landlord's architect from time to time appointed
         for the purpose, whose certificate shall be conclusive and the cost
         of such certificate shall be borne by the Tenant.

                        ARTICLE XIII-OTHER PROVISIONS

13.1     COMMON AREAS. The Tenant acknowledges that the Common Area
         Facilities are at all times subject to the exclusive control and
         operation of the Landlord, and the Landlord shall have the right to
         construct improvements, alterations and additions thereto and to
         relocate the various facilities thereon.

13.2     PARKING. The Tenant further acknowledges that the parking facilities
         in the Common Area Facilities are on a non-exclusive ("First Come",
         "First Serve Basis") and may be altered or diminished during the
         term or renewal thereof and the manner in which access is permitted
         may be altered. The monthly parking rate per space shall be the rate
         as determined by the Landlord from time to time in its sole
         discretion.

13.3     WINDOW COVERINGS. [Deleted]

13.4     LANDLORD'S WORK.

         The Landlord agrees to repaint the Leased Premises and the Tenant
         shall assist and co-operate with the Landlord in regard to the
         scheduling of such work. Except for such repainting, the Tenant
         agrees to lease the Leased Premises on as "as-is" basis.

13.5     CO-TENANCY. This Lease is not personally binding upon and resort
         shall not be had nor shall recourse or satisfaction be sought from
         the private property of any of the unit holders of Investors Real
         Property Fund (the "Fund"), trustees, officers, directors, employees
         or agents of the trustee or manager of the Fund, it being intended
         and agreed that only the property of the Fund shall be bound by this
         Lease. Only the co-tenancy interests of Menkes Office Parks Ltd.
         ("Menkes") and Investors Group Trust Co. Ltd. ("Investors Group")
         shall be bound hereby and

<PAGE>
                                                                            26

         the obligations hereunder are not binding upon either of Menkes or
         Investors Group in any other respect nor shall resort be had to any
         other property of any of Menkes or Investors Group. The rights and
         obligations of each of Menkes and Investors Group hereunder shall,
         in every case, be several and proportionate and not either joint or
         joint and several.

IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease.

                               MENKES OFFICE PARKS LTD.

                               Per: /s/ illegible
                                   _____________________________________________
                                   (I/We have authority to bind the Corporation)

                               INVESTORS GROUP TRUST CO. LTD.
                               as trustee for
                               INVESTORS REAL PROPERTY FUND

                               Per: /s/ Robert G. Darling
                                   _____________________________________________
                                   (I/We have authority to bind the Corporation)
                                      ROBERT G. DARLING Vice President

                               Per: /s/ Murray J. Mitchell
                                   _____________________________________________
                                   (I/We have authority to bind the Corporation)
                                      MURRAY J. MITCHELL Assistant Secretary

                               WALL DATA INCORPORATED

                               Per: /s/ Richard H. Van Hoesen
                                   _____________________________________________
                                   (I/We have authority to bind the Corporation)
                                      RICHARD VAN HOESEN
                                        VP FINANCE, CO

01/96

<PAGE>

                                 SCHEDULE "A"

Lots 4 & 5 , Plan 65M-2139, in the Town of Richmond Hill, in the Regional
Municipality of York.

<PAGE>
                                 SCHEDULE "B"

                                 [FLOOR PLAN]

                          Base Building Grid 1500 x 1500
PREPARED BY:                      1595 16th Ave.                 [MENKES LOGO]
  [LOGO]                           Third Floor                     491-2222
                              Richmond Hill, Ontario

<PAGE>

                                  SCHEDULE "C"

                              RULES AND REGULATIONS

The Rules and Regulations may differentiate between different types of
businesses in the Building but the Rules and Regulations will be adopted and
promulgated by the Landlord acting reasonably and in such manner as would a
prudent Landlord of a reasonably similar office building. The Tenant's failure
to keep and observe the Rules and Regulations now or from time to time in force
constitutes a default under this Lease in such manner as if the same were
contained herein as covenants. The Landlord reserves the right from time to time
to amend or supplement the Rules and Regulations applicable to the Leased
Premises or the Building as in the Landlord's absolute and unfettered discretion
are from time to time needed for the safety, care, cleanliness and more
efficient operation of the Building and for the preservation of good order
therein. Notice of the Rules and Regulations and amendments and supplements, if
any, shall be given to the Tenant and the Tenant shall thereupon comply with and
observe all such Rules and Regulations provided that no Rules and Regulations
shall contradict any terms, covenants and conditions of this Lease. The Rules
and Regulations as at the Commencement Date are as follows:

1.       The Tenant shall not place any debris, garbage, trash or refuse or
         permit same to be placed or left in or upon any part of the Building
         outside of the Leased Premises and the Tenant shall not allow any undue
         accumulation of any debris, garbage, trash or refuse in or outside of
         the Leased Premises.

2.       The Landlord shall permit the Tenant and the Tenant's
         employees and all Persons lawfully requiring communication
         with them to have the use during such hours as the Landlord
         deems reasonable in common with others entitled thereto of the
         main entrance and stairways, corridors, elevators or other
         mechanical means of access leading to the Leased Premises.  At
         times other than during such hours as the Landlord deems
         reasonable the Tenant and the employees of the Tenant shall
         have access to the Building and to the Leased Premises only in
         accordance with the Rules and Regulations and shall be
         required to satisfactorily identify themselves and to register
         in any book which may at the Landlord's option be kept by the
         Landlord for such purpose.  If identification is not
         satisfactory, the Landlord is entitled to prevent the Tenant
         or the Tenant's employees or other Persons lawfully requiring
         communication with the Tenant from having access to the
         Building.  In addition, the Landlord is not required to open
         the door to the Leased Premises for the purpose of permitting
         entry therein to any Person not having a key to the Leased
         Premises.

3.       The Landlord shall permit the Tenant and the employees of the
         Tenant in common with others entitled thereto, to use the
         washrooms on the floor of the Building on which the Leased
         Premises are situated or, in lieu thereof, those washrooms

<PAGE>

                                                                             2

         designated by the Landlord, save and except when the general
         water supply may be turned off from the public main or at such
         other times when repair and maintenance undertaken by the
         Landlord shall necessitate the non-use of the facilities.

4.       The Tenant shall permit window cleaners to clean the windows of the
         Leased Premises during such hours as the Landlord deems reasonable.

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

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

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

<PAGE>

                                                                             3

         staff will have keys to the outside entrance doors of the Building.

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

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

10.      The Tenant shall not permit any cooking of any foods or liquids in
         the Leased Premises without the written consent of the Landlord.

11.      Canvassing, soliciting and peddling in or about the Building and in the
         parking facilities of the Building are prohibited.

12.      It shall be the duty of the Tenant to assist and co-operate with the
         Landlord in preventing injury to the Leased Premises.

13.      No flammable oils or other flammable, dangerous or explosive
         material save those approved in writing by the Landlord's insurers
         shall be kept or permitted to be kept in the Leased Premises.

14.      No bicycles or other vehicles shall be brought within the building
         without the consent of the Landlord.

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

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

17.      If the Tenant desires telegraphic or telephonic connections, the
         Landlord will direct the electricians as to where and how the wires
         are to be introduced. No gas pipe or electric wire will be permitted
         which has not been ordered or authorized by the Landlord.

<PAGE>

                                                                             4

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

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

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

21.      The Tenant shall not commit or suffer or permit to be committed any
         waste upon, or damage to, or disfiguration of the Leased Premises or
         any nuisance or other act or thing which disturbs the quiet enjoyment
         of any other tenant in the Building or which unreasonably disturbs or
         interferes with or annoys any Person, nor perform any acts or carry on
         any practices which may damage the building.

22.      The Tenant shall not refer to the Building by any name other than that
         designated from time to time by the Landlord, nor use such name for any
         purpose other than that of the business address of the Tenant, provided
         that the Tenant may use the municipal number of the Building assigned
         to it by the Landlord instead of the name of the Building.

23.      The Tenant shall not install or allow on the Leased Premises any
         transmitting device, nor erect any aerial on the roof of the
         Building or on any exterior walls of the Leased Premises. Any such
         installations shall be subject to removal by the Landlord without
         notice at any time and such removal shall be done and all damage as
         a result thereof shall be made good, in each case, at the cost of
         the Tenant, payable as Additional Rent forthwith on demand.

24.      The Tenant shall not use any travelling or flashing lights or signs
         or any loudspeakers, television, phonographs, radio or other
         audio visual or mechanical devices in a manner so that they can be
         heard or seen outside of the Leased Premises.  If the Tenant uses
         any such equipment without receiving the prior written consent of
         the Landlord, the Landlord shall be entitled to remove such
         equipment without notice at any time and such removal shall be done
         and all damage as a result thereof shall be made good, in each case,
         at the cost of the Tenant, payable as Additional Rent forthwith on
         demand.

25.      The Landlord shall have the right to restrict access to the elevators
         for move-in and move-out purposes. The Tenant shall consult prior to
         taking or giving up occupation of the Leased Premises in order to
         obtain an elevator schedule from the Landlord.

<PAGE>

                                                                             5

26.      If the Tenant requires the supply of water, electricity, heating,
         air conditioning or any other utility or service after the normal
         hours during which the Landlord supplies same or on a weekend or
         holiday, the Tenant shall purchase its requirements for those
         utilities or services from the Landlord and the Tenant shall pay to
         the Landlord as Additional Rent forthwith upon demand the cost of
         same at the rates current from time to time set by the Landlord.
         The Tenant acknowledges that at least twenty-four hours' prior
         written notice must be given to the Landlord in the event that the
         Tenant requires the supply of utilities after the hours the Landlord
         normally supplies same.

27.      There shall be no smoking allowed in any part of the Building
         including the Leased Premises and all public areas which shall
         include, but not be limited to washrooms, elevators, elevator
         lobbies, common area hallways, stairwells, etc.

<PAGE>

                                    SCHEDULE "D"

                           WALL DATA STANDARD LEASE RIDER

This Lease Rider ("Rider") is attached to and incorporated by reference into
the lease (the "Lease") between Wall Data Incorporated as Tenant and as
Landlord, with respect to premises known as suite 303 (the "Premises") of the
building located at 1595 16th Avenue, Richmond Hill, Ontario (the "Building")
(this Rider, together with the Lease, are hereinafter referred to as the
"Lease"). Notwithstanding anything to the contrary in the Lease, Landlord and
Tenant agree as follows. In the event of any inconsistency between the terms
of the Lease and the terms of this Rider, this Rider shall prevail.

1.   PAYMENT OF RENT

     All monthly payment of rent, additional rent, and other sums of money
due from Tenant to Landlord under the terms of the Lease shall be payable on
the 1st day of the month, provided that the Tenant shall not be treated as
being in default under the Lease unless rent remains unpaid by the 10th day
of the month.

2.   USE

     The Premises shall be used for general office purposes, computer program
development and marketing, and uses incidental thereto, and for no other
purpose without the prior written consent of the Landlord which shall not be
unreasonably withheld, delayed or conditioned. Tenant shall comply with all
governmental rules, orders, regulations, and requirements relating to the use
and occupancy of the Premises, except that Tenant shall not be required to
make any capital improvements.

     Tenant shall not allow use of the Premises in a manner which increases
Landlord's insurance premiums, in a manner which interferes with any other
tenant in the Building, in a manner which creates undue noise or vibration,
or for any illegal purpose. Tenant shall not use, store or dispose of any
hazardous or toxic waste or materials in the Premises or Building at any
time, except in small amounts as ordinarily and customarily used for general
office purposes, and then strictly in accordance with all applicable laws,
rules, regulations and ordinances.

3.   SURRENDER

     Upon expiration of the term or sooner termination of the Lease, the
Premises shall be surrendered to Landlord in reasonable condition, ordinary
wear and tear, and damage from fire and other casualty and condemnation
excepted.

4.   LANDLORD'S SERVICES

     Landlord agrees that the following utilities and services will be
available at or to the Premises at the times and in the manner that they are
ordinarily and customarily available in an office building of the quality and
in the vicinity of the Building:

   (a)   electricity;
   (b)   natural gas;
   (c)   hot and cold water for drinking, rest room and office cleaning
         purposes;
   (d)   heating, ventilation and air conditioning
   (e)   24 hour access to the Premises;
   (f)   telephone service;
   (g)   computer cabling;
   (h)   passenger and freight elevator service;
   (i)   sprinkler riser monitoring;
   (j)   janitorial and cleaning services; and
   (k)   window washing services

     All such utilities and services shall be paid for as set forth in the
Lease. Interruption of utilities or services shall not be deemed an eviction
or excuse performance of any of Tenant's obligations under this Lease or
render Landlord liable for damages, except that Landlord shall be

<PAGE>

                                     2

liable for damages arising from interruption of utilities or services due to
the negligence or willful misconduct of Landlord, it agents, or employees. If
interruption of utilities and services or any other cause renders the
Premises untenantable for their intended purposes for more than ten (10)
business days, then Tenant's obligations to pay rent shall abate for the time
that the Premises are so untenantable.

5.   MAINTENANCE BY LANDLORD

     Landlord shall maintain the Building in a first class condition
comparable to other buildings in the vicinity of like quality and use.
Landlord shall maintain in good condition (normal wear and tear excepted) the
structural and exterior components of the Building including, without
limitation, the foundations, bearing and exterior walls, subflooring, roof
unexposed electrical, plumbing and sewage systems and heating, ventilating
and air conditioning systems. Landlord shall also maintain in good condition
and repair the common areas (including light bulbs), elevators, alarm
monitoring, building systems including without limitation plumbing and
electrical systems, parking areas, lobbies, stairwells, restrooms, and
outdoor landscaping. Landlord shall not be obligated to repair or replace any
fixtures or equipment installed by or for Tenant and Landlord shall not be
obligated to make any repair or replacement occasioned by any act or omission
of Tenant, its employees, agents, invitees, or licensees.

6.   HAZARDOUS SUBSTANCES

     To the best of Landlord's knowledge, after reasonable inquiry, there are
no hazardous waste or substances in the soil or groundwater of the real
property on which the Building is located and Landlord has not disposed of or
approved any disposal by any other party of any hazardous wastes or
substances on or from the Building or real property. Landlord shall
indemnify, defend and save Tenant harmless for any and all cleanup costs,
charges, fees and penalties imposed by any governmental authority with
respect to the use, disposal, transportation, generation or sale of hazardous
substances or hazardous wastes on for from the Building or real property
except such use, disposal, transportation, generation or sale by Tenant.

7.   ADDITIONAL PROVISION CONCERNING OPERATING EXPENSES

     Notwithstanding anything to the contrary contained in the Lease, the
following items shall be excluded (or, as applicable, deducted) from the
calculation of Tenant's share (if any) of operating costs and expenses of the
Building:

    (a)   the cost of repairs or other work occasioned by fire, windstorm or
          other casualty or loss in excess of the insurance proceeds therefor
          (or, if greater, the proceeds that would have been available had
          Landlord maintained the insurance required to be maintained by
          Landlord pursuant to this Lease);

    (b)   costs resulting from the correction of any latent construction
          defects in all or any portion of the Building, or any condition
          that is, as of the date of this Lease, not in compliance with
          applicable laws, codes, rules or regulations;

    (c)   costs of initial landscaping;

    (d)   rental concessions or lease buyouts;

    (e)   the costs of renovating or otherwise improving or decorating,
          painting or redecorating space (exclusive of common areas) for any
          tenants or other occupants of the Building, including, without
          limitation, Tenant;

    (f)   the amounts by which the cost of any work or service performed for
          and electricity applied to any tenant or occupant (other than
          Tenant) exceeds the greater of (i) the cost of the standard amount
          or level of such work, service or electricity provided to tenants
          or occupants of the Building in general, or (ii) the cost of the
          amount or level of work, service or electricity made available by
          Landlord to Tenant under this Lease;

<PAGE>

                                          3

    (g)   depreciation except as specifically provided hereunder;

    (h)   premium rates paid on service or other contracts;

    (i)   overhead or profit paid to Landlord, subsidiaries or affiliates of
          Landlord, for services on or to the Building if and to the extent
          the cost therefor exceeds competitive costs for such services in
          comparable first-class office buildings located within five (5)
          miles of the Building were they not so rendered by Landlord, or by
          a subsidiary or affiliate of Landlord;

    (j)   payment of principal interest or other payments of any kind on any
          deeds to secure debt, mortgages, ground or underlying leases, or
          other hypothecations for security of all or any part of the
          Building by Landlord;

    (k)   rents payable in connection with any ground or underlying lease of
          all or any portion of the Building;

    (l)   Landlord's general overhead and any other expense not directly
          related to the Building;

    (m)   all items, services and/or goods for which Tenant or any other
          tenant, occupant, person or other party is obligated to reimburse
          Landlord or to pay third parties;

    (n)   advertising and promotional expenses with respect to leasing space
          in or selling the Building;

    (o)   brokerage, legal and professional fees expended by Landlord in
          connection with negotiating and entering into any leases and any
          related instruments (including, without limitation, guaranties,
          surrender agreements, leasing amendments and consents to assignment
          or subletting) with any tenant or other occupant of any portion of
          the Building, and the enforcement of any such instruments; or which
          are expended or incurred by Landlord in connection with the
          negotiating and entering of sale, ground lease, financing,
          partnership or similar transaction pertaining to the Building or
          any portion thereof, and/or to Landlord or an interest in Landlord,
          including without limitation, promissory notes, security deeds,
          mortgages, ground or master leases, purchase and sale agreements,
          options, and any and all similar and/or related documents,
          instruments and agreements;

    (p)   estate, inheritance, gift franchise and income taxes of Landlord;

    (q)   wages, salaries and other compensation paid to employees of the
          Landlord at the Building who are at or above the level of Building
          manager or district manager to the extent of time dedicated to the
          management of the Building;

    (r)   the costs and expenses of maintenance and operating of any parking
          facility in or serving the Building except to the extent that they
          exceed any revenues for parking received from such operation;

    (s)   all items that would be capitalized under generally accepted
          accounting principles provided that the Landlord shall be entitled
          to amortize all such costs over the useful life of the item being
          replaced;

    (t)   the cost of defending against claims in regard to the existence or
          release of hazardous substances or materials at the Building and
          costs of any clean-up of any such hazardous substances or material
          (except with respect to those costs for which Tenant is otherwise
          responsible pursuant to the express terms of this Lease);

    (u)   costs and expenses incurred in connection with compliance with or
          the contesting or settlement of any claimed violation of law or
          requirements of law;

<PAGE>
                                       4

     (v)  interest, penalties or damages incurred by Landlord for late
          payment of taxes or assessments or under any agreement to which
          Landlord is a party by reason of the breach or default of Landlord;

     (w)  expenses incurred in connection with relocating tenants in the
          Building;

     (x)  the cost of installing, operating and maintaining any specialty
          service or special facility such as an observatory, broadcasting
          facilities, health club, cafeteria, or dining facility or luncheon
          club, other than those facilities generally made available to
          tenants of the Building without cost;

     (y)  the cost of acquiring, securing, cleaning and maintaining works of
          art;

     (z)  amounts received by Landlord through proceeds of insurance to the
          extent the proceeds are compensation for expenses which were
          previously included in Building operating costs charged to tenants;

     (aa) costs related to public transportation, transit or van pools; and

     (bb) all other items for which Tenant or any other tenant, occupant or
          other party compensates Landlord, so that no duplication of
          payments by Tenant or to Landlord shall occur.

8.   ASSIGNMENT AND SUBLETTING BY TENANT

     Neither this Lease nor any right hereunder may be assigned, transferred,
encumbered, or sublet in whole or in part by Tenant, by operation of law or
otherwise, without Landlord's prior consent, which shall not be unreasonably
withheld, condition, or delayed, No ASSIGNMENT or sublease shall relieve
Tenant of its liabilities hereunder and Tenant shall continue to be primarily
liable therefor. No consent to any assignment or subleases shall be deemed a
consent to any further assignment or sublease. No merger, consolidation,
reorganization or change in ownership of or the power to vote any proportion
(including a majority) of Tenant's outstanding voting stock, shall constitute
an assignment.

     Landlord hereby consents to an assignment of this Lease or a subletting
of all or part of the Premises to (a) a parent of Tenant, the parent of such
parent, or a wholly owned subsidiary of Tenant, of such parent, or of the
parent of such parent and (b) any entity to whom Tenant sells all or
substantially of its assets provided that any such entity expressly assumes
all Tenant's obligations hereunder.

9.   SIGNS

     Landlord shall display Tenant's name and location on the Building
directory.

10.  TRANSFER OF PREMISES BY LANDLORD

     Landlord may, at Landlord's sole option, sell the Building or the
property on which the Building is located and/or assign this Lease or any of
Landlord's rights hereunder. In the event of any such sale and/or assignment
by Landlord, Landlord shall not be released and relieved of Landlord's
duties, obligations or liability under any of the covenants and obligations
contained in or derived from this Lease unless the purchaser at such sale or
any subsequent sale, and/or the assignee if Landlord assigns this Lease,
assumes and agrees to carry out any and all of the covenants, duties and
obligations of the Landlord under this Lease ("Assumption"). In any event,
Landlord shall not be released or relieved from any covenants or obligations
or liability under the lease arising or incurred prior to the date of the
Assumption.

<PAGE>
                                     5

11.      SUBORDINATION AND NONDISTURBANCE AGREEMENT

         The Lease is and shall be prior to any mortgage recorded after the
date of the Lease affecting the Building. If, however, a lender requires that
this Lease be subordinate to any mortgage, this Lease shall be subordinate to
that mortgage only if Landlord first obtains from the lender a written
nondisturbance agreement in commercially reasonable form that provides
substantially the following:

As long as Tenant performs its obligations under this Lease, no foreclosure
of, deed given in lieu of foreclosure of, or sale under the mortgage, and no
steps or procedures taken under the mortgage, shall affect Tenant's rights
under this Lease.

         Tenant shall attorn to any purchaser at any foreclosure sale, or to
any grantee or transferee designated in any deed given in lieu of
foreclosure. Tenant shall execute a written agreement reasonably required by
any lender to accomplish the purpose of this Section.

12.      RELEASE AND WAIVER OR SUBROGATION

         Neither Landlord nor Tenant shall be liable to the other or to any
insurance company (by way of subrogation or otherwise) insuring the other
party for any loss or damage to any building, structure or tangible personal
property of the other or of any third party occurring in or about the
Premises of Building, even though such loss or damage might have been
occasioned by the negligence of such party, its agents or employees, if such
loss or damage would fall within the scope of a fire and extended coverage
(all risk) policy of insurance, whether or not the party suffering the loss
actually maintained such insurance. Each party shall obtain from its
respective insurer under each insurance policy it maintains a waiver of all
rights of subrogation which the insurer of one party may have against the
other party, and Landlord and Tenant shall each indemnify the other against
any loss or expense, including reasonable attorney's fees, resulting from the
failure to obtain such a waiver.

13.      DISCRETION TO BE EXERCISED REASONABLY

         Whenever, under the terms of this Lease, either party shall have the
right to exercise its discretion, or to grant or withhold its consent, that
party shall exercise its discretion reasonably, and shall not unreasonably
withhold or delay its consent.

14.      LANDLORD'S INDEMNIFICATION

         Except as otherwise provided in this Section 14, Landlord shall
indemnify, defend (using legal counsel acceptable to Tenant) and save Tenant,
its board, officers, agents, employees and contractors harmless from all
claims, suits, losses, damages, fines, penalties, liabilities and expenses
(including Tenant's personnel and overhead costs and attorney's fees and
other costs incurred in connection with claims, regardless of whether such
claims involve litigation) resulting from any actual or alleged loss of or
damage to, any property arising out of or in connection with (i) Landlord's
breach of its obligations under the Lease, or (ii) any act or omission of
Landlord, or any partner, officer, agent or employee of Landlord, or of any
such entity in or about the Building outside the Premises. Landlord agrees
that the foregoing indemnity with respect to acts or omissions during the
term of the Lease shall survive termination or expiration of the Lease. The
foregoing indemnity is specifically and expressly intended to constitute a
waiver of Landlord's immunity under any applicable workmen's compensation
law, to the extent necessary to provide Tenant with a full and complete
indemnity from claims made by Landlord and its employees, to the extent of
their negligence.

<PAGE>

                                     6

15.      NOTICE

         Any notice required to be given to Tenant shall be sent via
facsimile, overnight express mail or U.S. mail, postage prepaid, addressed
as follows:

              Wall Data Incorporated
              11332 NE 122nd Way
              Kirkland, WA 98034
              Attention:   Facilities Manager
              Fax Number: 206-814-4368

Notices shall be effective upon receipt.

<PAGE>

                              EXTENSION OF LEASE

THIS EXTENSION OF LEASE made this 15th day of September, 1998

BETWEEN:

                    MENKES OFFICE PARKS LTD. and
                    INVESTORS GROUP TRUST CO. LTD. as Trustee for
                    INVESTORS REAL PROPERTY FUND

                    (HEREINAFTER called the "LANDLORD")
                                             OF THE FIRST PART
                     - and -

                    WALL DATA INCORPORATED
                    (HEREINAFTER called the "TENANT")
                                             OF THE SECOND PART

WITNESSETH

WHEREAS:

A.   By a lease dated the 8th day of July, 1996 (herein called the "LEASE")
     made between the Landlord and the Tenant, the Landlord leased to the
     Tenant the premises municipally known as 1915 16th Avenue, Suite 303,
     Richmond Hill, Ontario (the "PREMISES") for a term of two (2) years from
     October 1, 1996 upon the terms and conditions therein set forth in the
     Lease;

B.   The Tenant has requested the Landlord grant to it this Extension of the
     LEASE for the Premises for a further term of two (2) years (the
     "EXTENSION TERM") from the 1st day of October, 1998 on the terms
     hereinafter set forth and the Landlord has agreed to do so.

Now in consideration of the mutual covenants hereinafter contained the
Parties agree as follows:

1.   The Landlord hereby leases to the Tenant the Premises subject to the
     payment on the same days and in the like manner of Base Rental and
     additional rent save and except that the Base Rental for the Extension
     Term shall be as follows:

     (a)  from the 1st day of October, 1998, until the 30th day of September,
          1999 shall be in the amount of $52,752.00, Canadian currency, per
          annum and the Base Rental monthly payments shall be in the amount
          of $4,396.00, Canadian currency, per month plus G.S.T.;

     (b)  from the 1st day of October, 1999 until the 30th day of September,
          2000 shall be in the amount of $57,148.00, Canadian currency, per
          annum and the Base Rental monthly payments shall be in the amount
          of $4,762.33, Canadian currency, per month plus G.S.T.;

     The Extension Term shall be for two (2) years commencing on the 1st day
     of October, 1998 and terminating on the 30th day of September, 2000 and
     subject to and with the benefit of the Tenant's and Landlord's
     covenants, provisos and conditions contained in the Lease.

                                   Page 1
<PAGE>

2.   Provided it is mutually agreed and understood that if the Tenant duly and
     regularly pays the Base Rental and additional rental and performs all of
     the provisos and agreements contained in the Lease and this Extension of
     Lease on the part of the Tenant to be performed, and provided further
     that the Tenant is not habitually in default under the terms of the
     Lease and this Extension of Lease and is not in default at the time of
     the exercise of the option herein, then the Landlord shall, at the
     expiration of the Extension Term hereof, upon written request of the
     Tenant, grant to the Tenant a further extension of the Lease, as
     extended, for a further period of two (2) years upon the same terms and
     conditions as contained herein, save as to the Base Rental rate, save
     as to any Landlord's Work, save as to any further right of extension and
     in an "as is" condition. Provided always that the Tenant shall have
     given to the Landlord 180 days' notice in writing before the expiration
     of the Extension Term of its desire to have such extension. The Base
     Rental rate for such extension term shall be at the then fair market
     rate at the time of the exercise by the tenant for similar premises in a
     similar area and as mutually agreed between the Landlord and the Tenant.
     In the event that the Landlord and the Tenant are unable to agree upon
     the base rental rate for such extension term by 120 days prior to the
     maturity date, the matter shall be submitted to arbitration by notice
     given by either party to the other. Upon such notice being given, the
     dispute shall be determined by the award of 3 arbitrators, or by a
     majority of them, one to be named by the Landlord and one by the Tenant
     within 30 days of the giving of such notice, and the 3rd to be selected
     by these 2 arbitrators within 7 days after both have been nominated. If
     either the Landlord or the Tenant shall neglect to refuse to name its
     arbitrator in the time period specified or to proceed with the
     arbitration, the arbitrator named by the other party shall proceed with
     the arbitration, and the award of such arbitrator shall be final and
     binding upon the Landlord and the Tenant. The Arbitrators shall have all
     the power given by the Arbitrations Act of Ontario and may at any time
     proceed in such manner as they see fit on such notice as they deem
     reasonable in the absence of either party, if such party fails to
     attend. Each party shall pay its own costs and shall share equally the
     costs of arbitration. The award and determination of the arbitrators
     shall be final and binding upon both parties hereto and each party
     agrees not to appeal any such award or determination.

     In no event shall the base rental for the extension period be less than
     the highest Base Rental payable under the final year of the Extension
     Term.

     If the award of the arbitrators is not given before the commencement
     date of such extension term, then the Tenant shall commence paying base
     rental at the market rate as determined by the Landlord together with
     additional rental, which shall be adjusted forthwith after the award of
     the arbitrators has become final and binding, to be calculated from the
     commencement date of the extension term.

     The extension of lease form shall be prepared by the Landlord at its own
     expense.

3.   The Landlord and Tenant hereby mutually covenant that they will perform
     and observe the several covenants, provisos and conditions in the Lease
     as fully as if such covenants, provisos and conditions have been
     repeated herein in full with such modifications only as are necessary to
     make them applicable to this Extension of Lease. It is further
     understood and agreed that any clauses in the Lease relating to
     Landlord's work, Base Rental free or additional rent free periods,
     Landlord's warranties, early occupancy, early access, additional rent
     estimates and any other such tenant inducements are not applicable to
     this extension term unless otherwise stated herein.

                                   Page 2

<PAGE>

4.   The Tenant covenants and agrees to deliver to the Landlord forthwith
     upon execution of this Extension of Lease a cheque in the amount of
     $2,743.83 which, when added to the amount being held by the Landlord as
     a security deposit, will provide the Landlord with a sum equal to the
     last month's base rental for a security deposit.

5.   The Landlord shall, at its own expense, and in accordance with its
     standard plans and specifications, complete the following work to the
     Premises:

     1.  Repaint the Premises. Paint colour to be chosen by Tenant from
         Landlord's standard samples.
     2.  Shampoo carpet and glue/repair any pulls in carpet.

     Tenant agrees to move within the premises any of its furniture,
     equipment, etc., at its own cost, to allow the Landlord unimpeded access
     in order to complete its work;

6.   This Agreement is not personally binding upon and resort shall not be
     had nor shall recourse or satisfaction to be sought from the private
     property of any of the unit holders of Investors Real Property Fund (the
     "FUND"), trustees, officers, directors, employees of agents of the
     trustee or manager of the Fund, it being intended and agreed that only
     the property of the Fund shall be bound by this Agreement. Only the
     co-tenancy interests of Menkes and Investors Group shall be bound hereby
     and the obligations hereunder are not binding upon either of Menkes or
     Investors Group in any other respect nor shall resort be had to any
     other property of any of Menkes or Investors Group. The rights and
     obligations of each of Menkes and Investors Group hereunder shall, in
     every case, be several and proportionate and not either joint or joint
     and several.

7.   The Parties agree to execute such further and other documentation as may
     be necessary to give this Extension of Lease full force and effect.

8.   This Extension of Lease shall be binding upon the respective heirs,
     executors, administrators, successors and permitted assigns of the
     Parties hereto.

IN WITNESS WHEREOF the Parties have hereunto set their hands and seals or
caused their corporate seals to be affixed, duly attested by the hands of
their proper signing officers in that behalf.

SIGNED, SEALED AND DELIVERED)MENKES OFFICE PARKS LTD.
IN THE PRESENCE OF          )
                            ) Per:         Illegible
                            )     ---------------------------------
                            )     Name:
                            )     Title:
                            )
                            ) INVESTORS GROUP TRUST CO. LTD. AS
                            ) TRUSTEE FOR INVESTORS REAL PROPERTY
                            ) FUND
                            ) Per:         Illegible
                            )     ---------------------------------
            SEAL            )     Name:
                            )     Title:
                            )
                            ) WALL DATA INCORPORATED
                            )
                            ) Per:         Illegible
                            )     ---------------------------------
                            )     Name:
                            )     Title:

                                   Page 3

<PAGE>

          OFFER TO SUBLEASE


          B E T W E E N :


          WALL DATA INCORPORATED
          (SUBLANDLORD)

          - AND -

          CHANGEPOINT CORPORATION
          (SUBTENANT)



------------------------------------------------------------------------------

                     COLLIERS MACAULAY NICOLLS (ONTARIO) INC.
                                    (AGENT)

------------------------------------------------------------------------------

                                                              Patrick E. Cowie
                                                             492-2001 ext. 437
                                                                   John Paddon
                                                             777-2200 ext. 275
<PAGE>

                                OFFER TO SUBLEASE

25th day of January, 2000

                               1595 SIXTEENTH AVENUE
                                  (the "Building")

TO:  WALL DATA INCORPORATION
     ("SUBLANDLORD")

WE,  CHANGEPOINT CORPORATION
     ("SUBTENANT")

hereby offer to sublease from the Sublandlord, through Colliers Macaulay
Nicolls (Ontario) Inc., ("Agent") upon the following terms and conditions,
approximately 4,396 square feet of Rentable Area (hereafter referred to as
the "Subleased Premises") in the Building located at 1595 Sixteenth Avenue,
Toronto, Ontario being a portion of the third (3rd) floor.

The area of the Subleased Premises is shown outlined in heavy black on the
plan attached hereto as Schedule "A".


1.   TERM

     The Term of the lease shall be seven (7) months commencing on the 1st
     day of March, 2000 (the "Commencement Date") and ending on the 30th day of
     September, 2000, (the "Termination Date").


2.   GROSS RENT

     Based on the Subleased Premises containing approximately 4,390 square
     feet of Rentable Area, the Subtenant shall pay to the Sublandlord the
     following gross rent (the "Gross Rent") payable in advance on the 1st day
     of each and every month during the Term in accordance with the following
     schedule:

       $8,571.43 PER MONTH GROSS, PLUS APPLICABLE G.S.T., CANADIAN DOLLARS

     Gross rent includes all net or basic rent and the provision for realty
     taxes, hydro and operating costs.
<PAGE>

OFFER TO SUBLEASE                                                      Page 2


3.   "AS IS" CONDITION

     The Premises shall be accepted on an "as is" basis. The Subtenant shall
     be permitted to install new leasehold improvements or make alterations to
     the existing leasehold improvements upon approval by the Sublandlord and
     Head Landlord, subject to the provisions as contained in the Head Lease.


4.   SUBLANDLORD'S WORK

     The Sublandlord will complete the following work in the Subleased Premises
     at its expense prior to the Commencement Date:

     (a)  Subleased Premises clean and free of debris or garbage; and


5.   FURNITURE

     THE SUBLANDLORD WILL INCLUDE FOR THE SUBTENANT ALL EXISTING FURNITURE IN
     THE SUBLEASED PREMISES AT NO ADDITIONAL COST TO THE SUBTENANT. ALL
     FURNITURE WILL BECOME THE PROPERTY OF THE SUBTENANT UPON THE COMMENCEMENT
     DATE.


6.   DEPOSIT

     A CHEQUE FOR SEVENTEEN THOUSAND ONE HUNDRED AND FORTY TWO DOLLARS AND
     EIGHTY SIX CENTS ($17,142.86) (the "Deposit") payable to the Agent,
     Colliers Macaulay Nicolls, in trust, shall be tendered within five (5)
     business days of unconditional acceptance of this agreement to apply as a
     deposit and to be applied in payment of the first rents due hereunder.
     Such Deposit shall be held by the Agent "in Trust" in an interest bearing
     account with interest credited to the Subtenant until the Commencement
     Date or as otherwise agreed between the parties.


7.   HEAD LEASE

     The Subtenant shall abide by the terms and conditions of the Head Lease
     dated July 8, 1996 and as extended October 15, 1998 between Menkes Office
     Parks Ltd., Investors Group Trust Company Ltd. As Trustee for Investors
     Real Property Fund (herein referred to as "Head Landlord") and Wall Data
     Incorporated (herein referred to as "Sublandlord"). The Subtenant
     acknowledges receiving a true copy of the Head Lease Agreement.
<PAGE>

OFFER TO SUBLEASE                                                      Page 3


8.   SUBLEASE

     Should the parties so elect, a Sublease Agreement shall be executed and
     shall be in the Head Landlord's standard form, incorporating the terms of
     this Offer (the "Sublease") and subject to the changes as are mutually
     agreed upon by the Sublandlord, Subtenant and Head Landlord acting
     reasonably. The form of Sublease shall be prepared by the Head Landlord
     and shall be delivered by the Head Landlord to the Subtenant or
     Sublandlord within ten (10) days after acceptance of this Offer. If
     required, the Sublease shall be executed and delivered by the Subtenant to
     the Sublandlord within thirty (30) days of receipt by the Subtenant but in
     any event before commencement of any construction and before the date of
     Commencement of the Term and prior to the Subtenant taking occupancy.


9.   FIXTURING PERIOD & EARLY OCCUPANCY

     The Subtenant shall have access to the Building and Subleased Premises
     for the purposes of planning, engineering, design and staff announcements
     free of any Basic Rent of Additional Rent charges.

     Provided the Sublease has been executed by both parties or upon written
     approval of the Sublandlord and Head Landlord, the Subtenant will have
     access to the Subleased Premises free of Basic Rent, Additional Rent and
     Hydro immediately upon unconditional acceptance by both parties of this
     Agreement until the Commencement Date for the purpose of carrying out the
     Subtenant's Work ("Fixturing Period"). During said Fixturing Period, there
     shall be no supervision fees payable by the Subtenant relating to the
     initial construction of the
<PAGE>

OFFER TO SUBLEASE                                                      Page 4


     Subtenant's leasehold construction. Contractor(s) must abide by the
     Building's rules and regulations relating to construction, as per the Head
     Lease.


10.  PARKING

     The Subtenant shall be entitled but not obligated during the Term of the
     Sublease to have the use of up to twelve (12) unreserved parking stalls
     located in the parking facility of the Building at no additional cost AS
     PER THE HEADLEASE.


11.  USE

     The Subtenant shall use the Subleased Premises as an office for the
     provision a general sales and administrative office in all its aspects as
     offered by the Subtenant, in accordance with existing zoning by-laws.


12.  ASSIGNMENT/SUBLET

     The Subtenant shall not assign this Offer to Sublease or the Sublease
     resulting herefrom or sublet or part with possession of all or part of the
     Subleased Premises or mortgage or encumber the Sublease without the prior
     written consent of the Sublandlord and Head Landlord and in accordance
     with the terms of the Sublease, which consent shall not be unreasonably
     withheld or delayed.


13.  NO REPRESENTATIONS

     There are no covenants, representations, agreements, warranties or
     conditions in any way relating to the subject matter of this agreement
     expressed or implied, collateral or otherwise, except as expressly set
     forth herein and in the Sublease.


14.  HEAD LANDLORD APPROVAL - CONDITION

     This Offer to Sublease shall be subject to the approval of the Head
     Landlord as contained in the provisions of the Head Lease.


15.  NO RESTORATION

     The Subtenant shall not be required to return the Subleased Premises to
     base building condition or remove its leasehold improvement at the expiry
     of the sublease term or earlier
<PAGE>

OFFER TO SUBLEASE                                                      Page 5


     termination thereof. The Subtenant shall have the right but not the
     obligation to remove its fixtures, subject to the Sublandlord's approval,
     acting reasonably, provided any damage is repaired by the Subtenant.


16.  SIGNAGE

     The Subtenant shall be permitted to have Building standard directory
     board signage at the cost of the Subtenant.


17.  TIME OF THE ESSENCE

     Time shall be of the essence of this agreement and the transactions
     contemplated herein, provided that the time for doing or completing any
     matter herein may be amended by an agreement in writing signed by both
     parties.


18.  DEFINITIONS

     Words defined in the Sublease and used herein shall have the same
     meaning ascribed to them by the Head Lease.


19.  ENUREMENT

     This Offer and the agreement resulting herefrom shall enure to and be
     binding upon the parties hereto there, and their respective successors and
     assigns.


20.  WAIVER TO AGENT

     The parties to this agreement acknowledge that the Agent has recommended
     that they obtain advice from their legal Counsel prior to signing this
     document. The parties further acknowledge that the information provided by
     the Agent is not legal, accounting, environmental or tax advice, and the
     parties are cautioned not to rely on any such information without seeking
     specific legal, accounting, environmental or tax advice with respect to
     their unique circumstances.


21.  G.S.T.

     All amounts referred to in this Offer are quoted prior to inclusion of
     goods and services taxes.
<PAGE>

OFFER TO SUBLEASE                                                      Page 6


22.  NOTICE

     Any notice, document or other communication required or permitted to be
     given under this Agreement shall be in writing and shall be delivered to:

     SUBLANDLORD:  WALL DATA CORPORATION
                   (NOW OPERATING AS NETMANAGE)
                   11332 N.E. 122ND WAY
                   KIRKLAND, WA
                   U.S.A. 98034-6931
                   ATTN: MATT ROYAL, FACILITIES MANAGER
                   PH: 425-814-3307
                   FX: 425-814-4368

     SUBTENANT:    CHANGEPOINT CORPORATION
                   1595 SIXTEENTH AVENUE
                   SUITE 700
                   RICHMOND HILL, ONTARIO
                   CANADA L4B 3N9
                   ATTN: JOHN ANHANG, CFO AND VICE PRESIDENT
                   PH: 905-886-7000
                   FX: 905-886-7023
<PAGE>

OFFER TO SUBLEASE                                                      Page 7


23.  TIME FOR ACCEPTANCE

     This Offer shall be irrevocable and open for acceptance until 3:00 p.m.
     on the 22st day of February, 2000 after which time, if not accepted, this
     Offer shall be null and void and the Deposit shall be returned in full.

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


Dated at    Richmond Hill    this    14th    day of    February   , 2000.
         -------------------      ----------        --------------


                                       CHANGEPOINT CORPORATION

[ILLEGIBLE]                            per: /s/ John Anhang
-----------------------                     -------------------------
Witness                                                          Date

                                       Title: VP & CFO
                                              -----------------------


                                   ACCEPTANCE

We hereby agree that the above correctly sets forth the terms of our
agreement and undertake to carry out the provisions thereof.


Dated at ___________________ this __________ day of ______________, 2000.


                                       WALL DATA INCORPORATED

_______________________                per: _________________________
Witness                                                          Date

                                       Title: _______________________
<PAGE>

                                  SCHEDULE "A"

Attached hereto and forming an integral part of this Offer to Sublease
between WALL DATA INCORPORATED (Sublandlord) and CHANGEPOINT CORPORATION
(Subtenant) to be initialled by both parties for identification purposes.
-------------------------------------------------------------------------
<PAGE>

          OFFER TO SUBLEASE


          B E T W E E N :


          WALL DATA INCORPORATED
          (SUBLANDLORD)

          - AND -

          CHANGEPOINT CORPORATION
          (SUBTENANT)



------------------------------------------------------------------------------

                     COLLIERS MACAULAY NICOLLS (ONTARIO) INC.
                                    (AGENT)

------------------------------------------------------------------------------

                                                              Patrick E. Cowie
                                                             492-2001 ext. 437
                                                                   John Paddon
                                                             777-2200 ext. 275
<PAGE>

                                OFFER TO SUBLEASE

25th day of January, 2000

                               1595 SIXTEENTH AVENUE
                                  (the "Building")

TO:  WALL DATA INCORPORATION
     ("SUBLANDLORD")

WE,  CHANGEPOINT CORPORATION
     ("SUBTENANT")

hereby offer to sublease from the Sublandlord, through Colliers Macaulay
Nicolls (Ontario) Inc., ("Agent") upon the following terms and conditions,
approximately 4,396 square feet of Rentable Area (hereafter referred to as
the "Subleased Premises") in the Building located at 1595 Sixteenth Avenue,
Toronto, Ontario being a portion of the third (3rd) floor.

The area of the Subleased Premises is shown outlined in heavy black on the
plan attached hereto as Schedule "A".


1.   TERM

     The Term of the lease shall be seven (7) months commencing on the 1st
     day of March, 2000 (the "Commencement Date") and ending on the 30th day of
     September, 2000, (the "Termination Date").


2.   GROSS RENT

     Based on the Subleased Premises containing approximately 4,390 square
     feet of Rentable Area, the Subtenant shall pay to the Sublandlord the
     following gross rent (the "Gross Rent") payable in advance on the 1st day
     of each and every month during the Term in accordance with the following
     schedule:

          $8,571.43 per month gross, plus applicable G.S.T.

     Gross rent includes all net or basic rent and the provision for realty
     taxes, hydro and operating costs.
<PAGE>

OFFER TO SUBLEASE                                                      Page 2


3.   "AS IS" CONDITION

     The Premises shall be accepted on an "as is" basis. The Subtenant shall
     be permitted to install new leasehold improvements or make alterations to
     the existing leasehold improvements upon approval by the Sublandlord and
     Head Landlord, subject to the provisions as contained in the Head Lease.


4.   SUBLANDLORD'S WORK

     The Sublandlord will complete the following work in the Subleased Premises
     at its expense prior to the Commencement Date:

     (a)  Subleased Premises clean and free of debris or garbage; and


5.   SYSTEM FURNITURE

     The Sublandlord will include for the Subtenant the existing system
     furniture in the Subleased Premises at no additional cost.


6.   DEPOSIT

     A cheque for SEVENTEEN THOUSAND ONE HUNDRED AND FORTY-TWO DOLLARS AND
     EIGHTY-SIX CENTS ($17,142.86) (the "Deposit") payable to the Agent,
     Colliers Macaulay Nicolls, in trust, shall be tendered within five (5)
     business days of unconditional acceptance of this agreement to apply as a
     deposit and to be applied in payment of the first rents due hereunder.
     Such Deposit shall be held by the Agent "in Trust" in an interest bearing
     account with interest credited to the Subtenant until the Commencement
     Date or as otherwise agreed between the parties.


7.   HEAD LEASE

     The Subtenant shall abide by the terms and conditions of the Head Lease
     dated July 8, 1996 and as extended October 15, 1998 between Menkes Office
     Parks Ltd., Investors Group Trust Company Ltd. As Trustee for Investors
     Real Property Fund (herein referred to as "Head Landlord") and Wall Data
     Incorporated (herein referred to as "Sublandlord"). The Subtenant
     acknowledges receiving a true copy of the Head Lease Agreement.
<PAGE>

OFFER TO SUBLEASE                                                      Page 3


8.   SUBLEASE

     Should the parties so elect, a Sublease Agreement shall be executed and
     shall be in the Head Landlord's standard form, incorporating the terms of
     this Offer (the "Sublease") and subject to the changes as are mutually
     agreed upon by the Sublandlord, Subtenant and Head Landlord acting
     reasonably. The form of Sublease shall be prepared by the Head Landlord
     and shall be delivered by the Head Landlord to the Subtenant or
     Sublandlord within ten (10) days after acceptance of this Offer. If
     required, the Sublease shall be executed and delivered by the Subtenant to
     the Sublandlord within thirty (30) days of receipt by the Subtenant but in
     any event before commencement of any construction and before the date of
     Commencement of the Term and prior to the Subtenant taking occupancy.


9.   FIXTURING PERIOD & EARLY OCCUPANCY

     The Subtenant shall have access to the Building and Subleased Premises
     for the purposes of planning, engineering, design and staff announcements
     free of any Basic Rent of Additional Rent charges.

     Provided the Sublease has been executed by both parties or upon written
     approval of the Sublandlord and Head Landlord, the Subtenant will have
     access to the Subleased Premises free of Basic Rent, Additional Rent and
     Hydro immediately upon unconditional acceptance by both parties of this
     Agreement until the Commencement Date for the purpose of carrying out the
     Subtenant's Work ("Fixturing Period"). During said Fixturing Period, there
     shall be no supervision fees payable by the Subtenant relating to the
     initial construction of the Subtenant's leasehold construction.
     Contractor(s) must abide by the Building's rules and regulations relating
     to construction, as per the Head Lease.
<PAGE>

OFFER TO SUBLEASE                                                      Page 4


10.  PARKING

     The Subtenant shall be entitled but not obligated during the Term of the
     Sublease to have the use of up to twelve (12) unreserved parking stalls
     located in the parking facility of the Building at no additional cost as
     per the Head Lease.


11.  USE

     The Subtenant shall use the Subleased Premises as an office for the
     provision a general sales and administrative office in all its aspects as
     offered by the Subtenant, in accordance with existing zoning by-laws.


12.  ASSIGNMENT/SUBLET

     The Subtenant shall not assign this Offer to Sublease or the Sublease
     resulting herefrom or sublet or part with possession of all or part of the
     Subleased Premises or mortgage or encumber the Sublease without the prior
     written consent of the Sublandlord and Head Landlord and in accordance
     with the terms of the Sublease, which consent shall not be unreasonably
     withheld or delayed.


13.  NO REPRESENTATIONS

     There are no covenants, representations, agreements, warranties or
     conditions in any way relating to the subject matter of this agreement
     expressed or implied, collateral or otherwise, except as expressly set
     forth herein and in the Sublease.


14.  HEAD LANDLORD APPROVAL - CONDITION

     This Offer to Sublease shall be subject to the approval of the Head
     Landlord as contained in the provisions of the Head Lease.


15.  NO RESTORATION

     The Subtenant shall not be required to return the Subleased Premises to
     base building condition or remove its leasehold improvement at the expiry
     of the sublease term or earlier termination thereof. The Subtenant shall
     have the right but not the obligation to remove its
<PAGE>

OFFER TO SUBLEASE                                                      Page 5


     fixtures, subject to the Sublandlord's approval, acting reasonably,
     provided any damage is repaired by the Subtenant.


16.  SIGNAGE

     The Subtenant shall be permitted to have Building standard directory
     board signage at the cost of the Subtenant.


17.  TIME OF THE ESSENCE

     Time shall be of the essence of this agreement and the transactions
     contemplated herein, provided that the time for doing or completing any
     matter herein may be amended by an agreement in writing signed by both
     parties.


18.  DEFINITIONS

     Words defined in the Sublease and used herein shall have the same
     meaning ascribed to them by the Head Lease.


19.  ENUREMENT

     This Offer and the agreement resulting herefrom shall enure to and be
     binding upon the parties hereto there, and their respective successors and
     assigns.


20.  WAIVER TO AGENT

     The parties to this agreement acknowledge that the Agent has recommended
     that they obtain advice from their legal Counsel prior to signing this
     document. The parties further acknowledge that the information provided by
     the Agent is not legal, accounting, environmental or tax advice, and the
     parties are cautioned not to rely on any such information without seeking
     specific legal, accounting, environmental or tax advice with respect to
     their unique circumstances.


21.  G.S.T.

     All amounts referred to in this Offer are quoted prior to inclusion of
     goods and services taxes.
<PAGE>

OFFER TO SUBLEASE                                                      Page 6


22.  TIME FOR ACCEPTANCE

     This Offer shall be irrevocable and open for acceptance until 3:00 p.m.
     on the 9th day of February, 2000 after which time, if not accepted, this
     Offer shall be null and void and the Deposit shall be returned in full.

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


Dated at _____________ this __________ day of ______________, 2000.


                                       CHANGEPOINT CORPORATION

______________________                 per: _________________________
Witness                                                          Date

                                       Title: _______________________


                                 ACCEPTANCE

We hereby agree that the above correctly sets forth the terms of our
agreement and undertake to carry out the provisions thereof.


Dated at    Kirkland    this    9th    day of    February   , 2000.
         --------------      ---------        --------------


                                       WALL DATA INCORPORATED

                                       per: /s/ [ILLEGIBLE]   2/09/00
----------------------                      -------------------------
Witness                                                          Date

                                       Title: _______________________
<PAGE>

                                  SCHEDULE "A"

Attached hereto and forming an integral part of this Offer to Sublease
between WALL DATA INCORPORATED (Sublandlord) and CHANGEPOINT CORPORATION
(Subtenant) to be initialled by both parties for identification purposes.
-------------------------------------------------------------------------

1595 16th AVENUE
SUITE 303
RICHMOND HILL

[FLOOR PLAN]
<PAGE>


                           CONSENT TO SUBLEASE

           THIS AGREEMENT made as of this 1st day of March, 2000,

B E T W E E N :

                 MENKES OFFICE PARKS LTD. and INVESTORS GROUP
                 TRUST CO. LTD., as Trustee for INVESTORS REAL
                 PROPERTY FUND

                 (hereinafter called the "LANDLORD")

                                                        OF THE FIRST PART

A N D :

                 WALL DATA INCORPORATED

                 (hereinafter called the "TENANT")

                                                       OF THE SECOND PART

A N D :

                 CHANGEPOINT CORPORATION

                 (hereinafter called the "SUBTENANT"

                                                        OF THE THIRD PART

WHEREAS:

     (a)  by a lease dated the 8th day of July, 1996 (the "Lease"), the
          Landlord leased to the Tenant premises known as Suite 303,
          1595-16th Avenue, Richmond Hill, Ontario (the
          "Premises"), subject to the terms, covenants, provisos and
          conditions therein set forth;

     (b)  the Tenant intends to sublease by an offer to sublease agreement
          dated January 25th, 2000, a copy of which the Landlord is in
          receipt of, (the "Sublease") to the Subtenant and the Tenant and the
          Subtenant have applied to the Landlord for consent to the Sublease.

NOW THIS INDENTURE WITNESSETH that in consideration of the covenants herein
exchanged the Parties agree as follows:

1.   Subject to the provisions of this Agreement, the Landlord does herein
     consent to such Sublease.

2.   The Tenant acknowledges that notwithstanding such consent and Sublease,
     the Tenant shall not be relieved of any of the covenants, provisos,
     conditions and agreements set forth in the Lease and that this Consent
     shall not be deemed to permit any further subletting. The Tenant further
     acknowledges that the execution of this Consent to Sublease by the
     Landlord does not imply approval by the Landlord of the provisions of
     the sublease agreement to be entered into by the Tenant and Subtenant.

3.   The Tenant and Subtenant acknowledge and agree that the payment of Base
     Rent and Additional Rent required under the Lease shall continue to be
     payable to the Landlord by the Tenant at the times required, provided
     that in the event of default by the Tenant in the payment of Base Rent
     or Additional Rent, the Landlord shall have the right to collect the
     rent payable by the Subtenant pursuant to the terms and conditions of
     the Sublease directly from the Subtenant as agent for the Tenant


<PAGE>
                                      2


     and to apply any rent so collected against rental arrears owing by the
     Tenant to the Landlord.

     The Tenant and the Subtenant hereby acknowledge that the Landlord shall
     exercise this right to collect the rent payable pursuant to the Sublease
     by giving written notice to the Tenant and the Subtenant. The Subtenant
     covenants and agrees to thereafter pay such rent to the Landlord until
     such time as the Landlord notifies the Subtenant that the default has
     been cured by the Tenant. It is acknowledged that any such collection of
     rent by the Landlord from the Subtenant shall not be construed as to
     create a landlord/tenant relationship between the Landlord and the
     Subtenant and shall in no way limit the Tenant's liability to pay all
     rent outstanding under the Lease or in any way limit the Landlord's
     rights and remedies under the Lease or at law.

4.   The Tenant and Subtenant covenant and agree with the Landlord that no
     leasehold improvements or alterations to the Premises will be performed
     until the Landlord's prior written consent has been obtained. It is
     acknowledged and agreed by the Tenant that any improvements or
     alterations to be performed by the Subtenant shall be subject to the
     requirement of the Landlord that same are removed on the termination
     date of the Lease and the Premises restored to their former condition.
     The Tenant acknowledges that any installation of cabling shall be
     construed as an alteration to be removed and restored.

5.   This Consent to Sublease is not personally binding upon and resort shall
     not be had nor shall recourse or satisfaction be sought from the private
     property of any of the unit holders of Investors Real Property Fund (the
     "Fund"), trustees, officers, directors, employees or agents of the
     trustee or manager of the fund, it being intended and agreed that only
     the property of the fund shall be bound by this Consent to Sublease.
     Only the co-tenancy interests of the Landlord shall be bound hereby and
     the obligations hereunder are not binding upon the Landlord in any other
     respect nor shall resort be had to any other property of the Landlord.
     The rights and obligations of the Landlord hereunder shall in every case
     be several and proportionate and not joint or joint and several.

6.   The Tenant and Subtenant covenant and agree with the Landlord not to
     amend the terms of the Sublease without the consent in writing of the
     Landlord.

7.   The Subtenant covenants and agrees to abide by all the terms,
     covenants, provisos, conditions and agreements contained in the Lease
     save for the payment of Base Rent and Additional Rent.

8.   The Tenant agrees that in consideration of the Landlord giving such
     consent, it shall pay any fee charged by the Landlord or its solicitor
     for processing this Agreement.

9.   The Subtenant covenants and agrees with the Landlord that if the Lease
     is terminated for any reason or surrendered, that from such date of
     termination or surrender the Sublease shall be deemed to be terminated.

10.  This Agreement shall enure to and be binding upon the respective heirs,
     executors, administrators and successors and permitted assigns of the
     Parties hereto.


<PAGE>

                                         3

IN WITNESS WHEREOF the parties hereto have hereunto caused to be affixed
their corporate seals duly attested to by the hands of their respective
proper signing officers authorized in that behalf the day and year first
above written.

                                  MENKES OFFICE PARKS LTD.


                                  Per: /s/ illegible
                                       ----------------------------------
                                          [Authorized Signing Officer]


                                  Per: __________________________________
                                          [Authorized Signing Officer]


                                  INVESTORS GROUP TRUST CO. LTD.
                                  as Trustee for INVESTORS REAL PROPERTY
                                  FUND


                                  Per: /s/ Robert G. Darling
                                       ----------------------------------
                                          [Authorized Signing Officer]
                                        Robert G. Darling  Vice President


                                  Per: /s/ Murray J. Mitchell
                                       ----------------------------------
                                          [Authorized Signing Officer]
                                   Murray J. Mitchell  Assistant Secretary


                                  WALL DATA INCORPORATED


                                  Per: /s/ illegible
                                       ----------------------------------
                                          [Authorized Signing Officer]


                                  Per: __________________________________
                                          [Authorized Signing Officer]


                                  CHANGEPOINT CORPORATION



                                  Per: /s/ John Anhang
                                       ----------------------------------
                                          [Authorized Signing Officer]


                                  Per: __________________________________
                                          [Authorized Signing Officer]