AGREEMENT  OF LEASE  ENTERED  INTO AT THE CITY OF  MONTREAL  IN THE  PROVINCE OF
QUEBEC.


BETWEEN:       TEECAN PROPERTIES INC., a corporation incorporated under the laws
               of Quebec, having its head office at 4770 Kent Street, Suite 205,
               Montreal,  Quebec,  represented by Stephen Kaplan, its President,
               duly authorized in virtue of a resolution adopted by its Board of
               Directors,  a true copy of which is annexed hereto as Schedule A.
               (referred to in this Lease as "Landlord")


AND:           KALISH CANADA INC., a corporation incorporated under the laws  of
               New  Brunswick,  having its head  office at 10th Floor  Brunswick
               House,  44 Chipman  Hill,  Saint John,  New  Brunswick,  E2L 4S6,
               represented by Louis Pallay,  its  Vice-President  of Operations,
               duly authorized in virtue of a resolution adopted by its Board of
               Directors, a true copy of which is annexed hereto as Schedule B.

               (referred to in this Lease as "Tenant")


WITNESSETH:

SECTION I                          DEFINITIONS

1.01      In this Lease, the following expressions have the following meanings:

(a)       "Address for Notice" means for the purpose of all notices to Landlord:

          3400 Jean Talon West
          Suite 300
          Montreal, Quebec
          H3R 2E8

          and for the  purpose of all  notices to Tenant  after the Commencement
          Date,  the address of the Premises, and for the purpose of all notices
          to Tenant prior to the Commencement Date:

          165 Oneida Street
          Pointe-Claire, Quebec
          H9R 1A9

(b)       "Base Rent" means an annual rent per square foot of gross  constructed
          area of the Building, as certified by the Project Architect, equal to:

          (i)    for the first five (5) years of the Term, $4.75;

          (ii)   for the sixth (6th) through the tenth (10th) year  of the Term,
                 $5.25;
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                                      -2-

          (iii)  for the eleventh (11th)  through the fifteenth (15th)  year  of
                 the Term, $5.85;

          (iv)   for the sixteenth (16th)  through the twentieth (20th) year  of
                 the Term, $6.60.

(c)       "Building"   means,   collectively,   the  building,   structures  and
          improvements, including Landlord's Work, to be erected on the Land and
          located at the northeast  corner of the Trans Canada  Highway  Service
          Road and Houde Avenue, in the City of Kirkland, Quebec, having an area
          of approximately  80,000 square feet,  comprising approximately 19,000
          square feet of finished  office  space on two floors and approximately
          61,000 square feet of manufacturing and warehouse space.

(d)       "Commencement  Date"  means  the  later  of 1  September  1997 and the
          date on  which the  Building  is Substantially Completed, as certified
          by the Project Architect.

(e)       "Expiration  Date" means the day  immediately  preceding the twentieth
          (20th) anniversary of the Commencement Date.

(f)       "Land" means the land described in Schedule C.

(g)       "Landlord's  Work" means the work which  Landlord  has  undertaken  to
          carry out pursuant to paragraph 14.01 of this Lease.

(h)       "Lease" means this Agreement of Lease including the Schedules.

(i)       "Lease  Year" means a period of twelve (12) months  commencing  on the
          1st day of  January  and  expiring  on the 31st day of  December  next
          following. If the Commencement Date is not the 1st day of January, the
          first Lease Year will commence on the Commencement  Date and expire on
          the 31st day of December next  following.  If the last day of the Term
          is any day other  than the 31st day of  December,  the last Lease Year
          will commence on the 1st day of January  preceding the last day of the
          Term and expire on the last day of the Term.  Landlord  may change the
          Lease  Year from time to time but  Tenant  will not be  exposed to any
          additional or duplicated charges as a result of such change.

(j)       "Plans and Specifications"  means  the  drawings,  plans, and specifi-
          cations attached hereto in Schedule D.

(k)       "Premises"  means the  Building  and the Land,  including  the parking
          areas and exterior facilities and improvements.

(l)       "Project Architect" means Gross, Kaplan, Coviensky, Architects.

(m)       "Real Estate Broker" means J.J. Barnicke Limitee.

(n)       "Rent" means  Base Rent  and additional rent  as defined  in paragraph
          21(h).

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                                      -3-

(o)       "Real  Estate  Taxes"  means  all  taxes,  surtaxes,   rates,  levies,
          impositions and assessments,  general or special, and any other taxes,
          surtaxes,   rates,  levies,   impositions  or  assessments  (including
          statutory  penalties and interest thereon in the event that same arise
          as a result of Tenant's failure to pay amounts as and when required by
          section  6.01  below)  which  are now or which  may ever be  levied or
          imposed against either or both of the Land and Building for municipal,
          urban community, school, public betterment, general, local improvement
          or other purposes.  Real Estate Taxes shall not include  Landlord's or
          owner's  federal and provincial  income taxes or Taxes on Capital.  If
          the  system of  taxation  now in effect  is  altered  and any new tax,
          surtax, rate, levy, imposition or assessment is imposed or levied upon
          the Land or  Building  or the owner  thereof  other  than  federal  or
          provincial income taxes and Taxes on Capital in substitution for or in
          addition to those presently levied or imposed upon  immoveables,  Real
          Estate  Taxes  shall  include  such  new  tax,  surtax,   rate,  levy,
          imposition or assessment.

(p)       "Schedules" means:

          Schedule A        Resolution of Landlord
          Schedule B        Resolution of Tenant
          Schedule C        Description of Land
          Schedule D        Landlord's Work

(q)       "Substantially  Completed"  in respect of any portion of the  Building
          means  that  such  portion  of the  Building  has  been  completed  in
          accordance with all applicable  statutes,  by-laws and regulations and
          the Plans and  Specifications  (subject  only to  completion  of minor
          items,  the lack of completion of which will not materially  interfere
          with Tenant's use and occupancy of such portion of the Premises) and a
          certificate of substantial completion has been issued for such portion
          of the Building by the Project Architect.

(r)       "Taxes on Capital"  means the portion  (as  hereafter  defined) of the
          capital and large corporation tax imposed against Landlord for each of
          Landlord's  fiscal  years  during the Term,  which taxes are wholly or
          partly  computed as a function  of the capital  employed in respect of
          the  Building and Land as  determined  for the purposes of such tax or
          taxes, but excluding all taxes on income and profits.  For purposes of
          this paragraph, the "portion" of such tax or taxes means the amount of
          tax that would be payable if Landlord had no other  property  than the
          Building and Land.

(s)       "Taxing   Authorities"   means  any  duly   constituted   governmental
          authority,  whether federal,  provincial,  municipal, school or other,
          legally empowered to levy or impose any Real Estate Taxes.

(t)       "Tenant's Work" means all improvements,  alterations, additions to the
          Premises and other similar items of work,  other than Landlord's Work,
          which are  necessary to properly  prepare or complete the Premises for
          use and  occupancy by Tenant for the purposes of its business or which
          are undertaken by Tenant during the Term.

<PAGE>

                                      -4-

(u)       "Term" means the  period  commencing  on  the  Commencement  Date  and
          expiring on the Expiration Date.

1.02      Any  expression  indicated in this Lease by  quotation marks and first
letter  capitalization  will have the meaning ascribed to it by the provision or
context wherein it appears.

1.03      This  Agreement of Lease  shall  bear the  reference  date of 25 April
1997, notwithstanding the date of its execution by either party hereto.


SECTION II                     LEASE OF PREMISES

2.01      Landlord  hereby  agrees  to acquire the Land,  construct the Building
and lease the Premises to Tenant for the Term and Tenant  hereby agrees to lease
the Premises  from Landlord for the Term,  on the terms and  conditions  set out
herein. On the Commencement  Date the Building shall be Substantially  Completed
and the Premises shall be delivered to Tenant in apparent good working order and
condition.

2.02      Landlord  represents  and  warrants  to  Tenant  that Landlord has the
capacity and power to lease the Premises pursuant to the terms hereof,  and that
the  Land  now  complies  and  the  Building  will  be  constructed  and  on the
Commencement  Date will be in compliance with all applicable laws,  regulations,
by-laws, ordinances and orders, including, without limitation, those relating to
the environment.  Landlord makes no representation  that the intended use of the
Premises by Tenant is permitted by any  applicable  zoning by-law or other laws,
governmental  regulations  or  requirements,  Tenant  specifically  waiving  the
provisions of Article 1854(2) of the Civil Code of Quebec.


SECTION III                        EXPIRATION

3.01      This Lease shall  expire,  without  notice or demand being  necessary,
on the Expiration Date. Notwithstanding articles 1878 and 1879 of the Civil Code
of Quebec or any law or custom to the contrary,  this Lease shall not be subject
to tacit  renewal.  Should Tenant remain in occupation of the Premises after the
Expiration Date without having  executed a written  extension or renewal of this
Lease or a new lease with  Landlord,  then Tenant  shall be deemed to occupy the
Premises  under a lease  from month to month at a rent equal to 150% of the Rent
last payable under this Lease, and otherwise on the same terms and conditions as
herein contained, insofar as they are applicable to a lease from month to month,
without  prejudice to  Landlord's  right to re-enter and take  possession of the
Premises and remove Tenant  therefrom  without notice or indemnity to Tenant and
without prejudice to Landlord's other recourses hereunder or by law.


SECTION IV                         BASE RENT

4.01      Tenant covenants and agrees to pay the Base Rent to Landlord in equal,
consecutive,  monthly instalments,  in advance on the first day of each calendar
month during the Term.

<PAGE>

                                      -5-

4.02      If  the  Commencement  Date  is not the first day of a calendar month,
then each  instalment  of Base Rent or  additional  rent  payable for the broken
portion of such month in which the  Commencement  Date occurs will be calculated
at a per diem rate of one three hundred sixty-fifth (1/365th) thereof.


SECTION V                          NET RENTAL

5.01      Tenant acknowledges that the Rent shall be  on an absolutely  net  net
net return basis to Landlord, and that save only as expressly otherwise provided
by this  Lease,  Landlord  shall  not be  responsible  for any  costs,  charges,
impositions,  expenses or outlays of any nature or kind whatsoever  arising from
or relating to the Premises,  the contents  thereof,  or the business carried on
therein,  and Tenant shall pay, to Landlord's  complete and entire  exoneration,
all such costs,  charges,  impositions,  expenses and outlays  (including  those
incurred  by or paid for by  Landlord on  Tenant's  behalf)  including,  without
limiting the  generality  of the  foregoing,  the Real Estate Taxes and Taxes on
Capital contemplated by this Lease.


SECTION VI           REAL ESTATE TAXES AND TAXES ON CAPITAL

6.01      Subject to the provisions of sections 6.02 and 6.03,  Tenant shall pay
to Landlord as  additional  rent,  the amount of Real  Estate  Taxes  payable in
respect of the Term or any part  thereof,  as shown on the  relevant  invoice or
statement  issued by the competent taxing  authority.  Landlord shall forward to
Tenant a copy of such invoice or statement,  and the amount of Real Estate Taxes
as shown on the invoice or  statement  shall be payable by Tenant to Landlord on
the later of the date that is three (3) days following receipt thereof by Tenant
and the day that is three (3) days prior to the due date shown on the invoice or
statement. During the first and last years of the Term (in the event same do not
coincide  with tax years) the amounts  Tenant is required to pay pursuant to the
foregoing shall be subject to a per diem adjustment.

6.02      Tenant, but not Landlord, shall be entitled, at Tenant's sole cost and
expense,  to contest,  object to or litigate the levying or  imposition  only of
those Real Estate Taxes which are not in whole or in part in respect of a period
after the Expiration Date and only those valuations imposed with respect to such
taxes. Tenant shall advise Landlord prior to commencing any such contestation or
objection.  Landlord, but not Tenant, shall be entitled to contest, object to or
litigate the levying or  imposition of all other Real Estate Taxes or valuations
imposed with respect to such taxes and Tenant hereby waives its right to do so.

6.03      In cases where Tenant is entitled  to contest,  object or litigate and
elects to do so, it must do so in good faith,  expeditiously and with reasonable
diligence.  Tenant may file such  contestations  or  objections  or  litigate in
Tenant's  own name (or in the name of  Landlord  should this be  necessary)  and
Landlord  agrees to execute,  at the request of Tenant and at Tenant's  expense,
all deeds and documents reasonably necessary for the purpose thereof. Tenant may
settle,  compromise,  consent  to,  waive or  otherwise  determine,  in its sole
discretion,  all matters and things relating thereto. In cases where Landlord is
entitled to contest,  object or litigate, it shall consult with Tenant regarding
the advisability of doing so but, in case of disagreement, the final decision as
to whether  

<PAGE>

                                      -6-

or not to do so shall  rest with  Landlord.  If  Landlord  contests,  objects or
litigates, it may settle, compromise,  consent to, waive or otherwise determine,
in its sole discretion,  all matters and things relating  thereto.  Tenant shall
reimburse  Landlord for that proportion of the expenses  reasonably  incurred by
Landlord in such regard which is  reasonably  determined  to relate to the Term,
such reimbursement not to exceed the value of the benefit derived by Tenant from
such contestation in the form of reduced Real Estate Taxes.

6.04      Throughout the Term,  Tenant shall pay,  as additional rent, the Taxes
on  Capital.  During  the first and last years of the Term (in the event same do
not  correspond to fiscal years of  Landlord),  the amount Tenant is required to
pay pursuant to the foregoing shall be subject to a per diem adjustment.

6.05      Within  ninety  (90) days after the end of each of  Landlord's  fiscal
years,  Landlord  shall furnish  Tenant with a statement  verified by Landlord's
auditors  setting  forth the  Taxes on  Capital  for such  year and the  amounts
thereof payable by Tenant pursuant to this Section VI, said statement to show in
reasonable detail the information  relevant to the calculation and determination
thereof.  Tenant  shall  pay to  Landlord  the  Taxes on  Capital  shown on such
statement  within  ten  (10)  business  days  after  receipt  thereof.  Landlord
estimates the Taxes on Capital to be $30,000 for its first fiscal year.

6.06      Tenant shall pay any federal goods and services tax, Quebec sales tax,
or other  value-added  tax or  similar  tax  imposed on Tenant in respect of any
amount  payable by Tenant under this Lease and, where required by the applicable
legislation, Tenant will remit such taxes to Landlord at the time of the payment
of the  relevant  amount to Landlord in  addition to the said  amount.  Landlord
shall  promptly remit to the relevant  taxing  authority when due all such taxes
received from Tenant and shall provide to Tenant Landlord's registration numbers
and all such other information and documents as Tenant shall reasonably  require
for purposes of claiming input tax credits or other credit or  reimbursement  of
such taxes so paid.


SECTION VII                     USE OF PREMISES

7.01      Tenant shall use the Premises  as office  accommodation  and for those
light  industrial  uses  which  are  permitted  by  applicable  laws,   by-laws,
regulations  and  ordinances,  are reasonable and  appropriate  for the physical
limitations and  circumstances of the Premises,  and (unless Landlord  otherwise
consents in writing, which consent shall not be unreasonably withheld) which are
substantially  similar  to  the  type  of  activities  conducted  by  Tenant  in
Pointe-Claire,  Quebec as of the date hereof,  and for no other purpose.  Tenant
will  conduct  its  business  operations  in the  Premises  in a  reputable  and
first-class  manner.  Tenant  shall obtain and maintain all permits and licences
required  for its  occupancy of the Premises and for the conduct of its business
therein,  Landlord makes no representation  regarding zoning permits or licences
which may be required in connection with Tenant's occupancy of the Premises.

<PAGE>

                                      -7-

SECTION VIII                READINESS FOR OCCUPATION

8.01      In the event  the Building  is  not  Substantially  Completed  or  the
Premises are not ready for  occupation by Tenant on 1 September  1997,  Tenant's
obligations  under this Lease,  including the payment of Rent, shall be deferred
until the  Building is  Substantially  Completed  and the Premises are ready for
occupation by Tenant.


SECTION IX              UTILITIES AND ADDITIONAL CHARGES

9.01      Tenant shall pay for the cost of all utilities  consumed or used in or
for the  Building  or on or for the Land  during  the Term,  including,  without
limiting the generality of the foregoing,  the cost of water, gas,  electricity,
steam,  fuel  and  other  energy.  Tenant  shall  also  pay for the  cost of all
fittings,  machines,  apparatus,  meters or other  things  leased or acquired in
respect of any of such  utilities and for all work or services  performed by any
corporation, commission or supplier in connection with any thereof.


SECTION X                   TENANT'S PERSONAL TAXES

10.01     Tenant  shall  pay  as  and when due all  personal  taxes,  including,
without  limiting the generality of the foregoing,  water taxes,  water-rate and
service taxes and business taxes, and other similar rates and taxes which may be
levied or imposed upon the Premises or upon the business carried on therein, and
also all other  rates and taxes  which are or may be payable by Tenant as tenant
or occupant thereof. If the mode of collecting such taxes or rates be so altered
as to make Landlord or the proprietor  liable therefor instead of Tenant,  or if
the  system of  taxation  now in effect  is  altered  and any new tax or rate be
levied or imposed upon the Premises or upon the business carried on therein,  or
if by law,  regulation  or  otherwise  such  taxes or rates are made  payable by
landlords or  proprietors,  Landlord will pay such account and Tenant will repay
Landlord  as  additional  rent on demand  the amount of the  benefit  derived by
Tenant from such change.


SECTION XI                 ASSIGNMENT AND SUBLETTING

11.01     Except  as  otherwise  provided  herein,  Tenant shall not assign this
Lease or sublet the  Premises or any part  thereof or allow the  Premises or any
part  thereof  to be used by  another  without  the  prior  written  consent  of
Landlord,  which  consent  shall not be  unreasonably  withheld.  The consent of
Landlord to any such  assignment,  sublease or use shall not constitute a waiver
of this  section  and shall not be deemed  to  permit  any  further  assignment,
sublease or use by another.

11.02     Any assignee,  sublessee  or user shall be deemed ipso facto by virtue
of the assignment,  sublease or use to have assumed all of Tenant's  obligations
under this Lease.  Notwithstanding  the  subletting or use,  Tenant shall remain
solidarily responsible with the sublessee,  assignee or user, without benefit of
division or discussion,  for the payment of the Rent and the  performance of all
of the other obligations of Tenant under this Lease.

<PAGE>

                                      -8-

11.03     All requests for Landlord's consent to a proposed assignment, sublease
or use must be in writing and be received  at least  fifteen  (15) days prior to
the date  same is  proposed  to  become  effective  and must  specify  in detail
reasonably satisfactory to Landlord:

(a)       the name, address and local telephone number of the proposed assignee,
          subtenant  or user  and,  if it is a  corporation,  the  names  of the
          directors  and  majority  shareholders  (or in the case of a change of
          control,  the names of those who would subsequently  acquire effective
          voting control);

(b)       details  of  the  proposed  assignee's  subtenant's  or  user's  prior
          business experience (including, without limiting the generality of the
          foregoing,  experience  in  the  business  which  is  permitted  to be
          operated in the  Premises  pursuant  to this  Lease) and the  specific
          terms and conditions of the proposed assignment, sublease or use; and

(c)       bank and other credit references,  financial statements and such other
          information as Landlord may reasonably  request in order to assess the
          business  and  financial  responsibility  and standing of the proposed
          assignee, subtenant or user.

          Unless Landlord notifies Tenant  otherwise within fifteen (15) days of
Landlord's receipt of the information  described in this section 11.03, Landlord
shall be deemed to have consented to the proposed assignment or sublease.

11.04     If at any time  effective  control of Tenant is acquired or  exercised
by any person or persons not having  effective  control of Tenant on the date of
execution of this Lease,  the same shall be deemed to  constitute  an assignment
subject to all of the provisions of this Section XI.

11.05     Tenant will  not  advertise  the  Premises  for  the  purpose  of  any
assignment,  sublease or use,  without  obtaining the prior written  approval of
Landlord to the proposed text, such approval not to be unreasonably withheld. In
no event will the rental rate appear in any advertisements.

11.06     Notwithstanding anything to the contrary contained in this Section XI,
Tenant shall have the right to assign this Lease or to sublet all or part of the
Premises to a corporation  affiliated  with Tenant ( as defined for the purposes
of  the  Canada  Business  Corporations  Act,  hereinafter  referred  to as  the
"Affiliate"),  without  the  prior  consent  of  Landlord  under  the  following
conditions:

(a)       Tenant shall advise Landlord of such assignment or sublease in writing
          at least ten (10) days  prior to the date same is  proposed  to become
          effective; and

(b)       Affiliate  shall be deemed ipso facto by virtue of such  assignment or
          sublease to have  assumed all  Tenant's  obligations  under this Lease
          and, notwithstanding such sublease or assignment,  Tenant shall remain
          solidarily responsible with Affiliate,  without benefit of division or
          discussion, for the performance thereof.

11.07     In the event that Tenant requests Landlord's consent to the assignment
of this Lease or the  sublease of all or  substantially  all of the Premises for
all or  substantially  all of the  remainder of the Term, to a person or persons
not   affiliated   with   Tenant   (as  defined   for   the   purposes   of  the

<PAGE>

                                      -9-

Canada Business  Corporations Act) and who intend to use the Premises other than
for purposes of continuing the operation of all or substantially all of Tenant's
business,  then Landlord shall, as an alternative to granting its consent to any
such  proposed  assignment or sublease,  have the right to terminate  this Lease
effective the date that the proposed assignment or sublease was to be effective.
Such right of  cancellation  must be exercised by Landlord  within  fifteen (15)
days of its receipt of the information described in section 11.03.

11.08     Landlord may assign its rights and obligations  under this  Lease to a
corporation  affiliated  with  Landlord  (as  defined  in  the  Canada  Business
Corporations Act) in which event such assignee shall be entitled to exercise the
rights and shall be  solidarily  liable with  Landlord  for the  obligations  of
Landlord under this Lease.


SECTION XII                       TENANT CARE

12.01     Subject to Section XIV,  Tenant shall,  throughout the Term,  maintain
and keep the Premises and every part thereof,  including,  without  limiting the
generality of the  foregoing,  the roof, the heating,  ventilating,  electrical,
plumbing, mechanical and other systems, services and equipment installed therein
or  thereon,  and all  replacements,  alterations,  additions  and  improvements
thereto,  in good order and  condition  and perform or cause to be performed all
repairs  and  replacements  which may from time to time be  required  therein or
thereto,  as would a prudent  owner.  Without  limiting  the  generality  of the
foregoing,  Tenant will be obliged to do or cause to be done all work  necessary
to maintain  the  Premises for their  intended  purpose.  All such work shall be
performed at Tenant's sole cost and expense. Tenant shall advise Landlord in the
first  year of the  Term  and  thereafter  as  requested,  of the  names  of the
contractors  with whom Tenant has entered into service  contracts for the repair
and maintenance of the heating, ventilating,  electrical, plumbing or mechanical
systems,  and such  contractors  shall be reputable and competent.  Tenant shall
provide to Landlord, upon request, copies of such service contracts.

12.02     Tenant  shall  not  bring  into  the  Building  or  onto  the Land any
machinery,  equipment,  article  or thing  that by  reason  of  weight,  size or
operation  might cause damage  thereto or which might overload the floors of the
Building or structure or exceed the safe load capacity of the Land.

12.03     At the Expiration Date or earlier  termination  of this Lease,  Tenant
shall  deliver the Premises to Landlord in the state and condition in which they
are required to be maintained and kept pursuant to the provisions of this Lease.

12.04     In the event  Tenant  fails to comply with its  obligations  contained
in this Section XII, Landlord shall have the right,  after giving written notice
of five (5) days to Tenant, to carry out such Obligations for Tenant and any and
all costs  incurred  by  Landlord  in so doing,  shall be  payable  by Tenant to
Landlord,  as  additional  rent,  on demand.  However,  in the event any work or
action is urgently required at a time when authorized  representatives of Tenant
cannot be located,  Landlord may proceed with such reasonable  steps as it deems
necessary,  in its  discretion,  for  the  protection  and  preservation  of the
Premises  and Tenant  shall  reimburse  Landlord  for the amounts  expended,  as
additional rent, on demand.

<PAGE>

                                      -10-

12.05     Tenant shall give Landlord  prompt  written  notice  of  defects in or
damage to the Premises or any part thereof, howsoever same may occur.


SECTION XIII            REPAIRS, ALTERATIONS, ADDITIONS
                                AND IMPROVEMENTS

13.01     All Tenant's Work shall be  the responsibility of Tenant  and shall be
performed at Tenant's sole cost and expense, the whole subject to the provisions
and  procedures  contained in this Section XIII. No Tenant's Work may be carried
out without the prior  written  consent of Landlord,  which consent shall not be
unreasonably  withheld. The withholding of Landlord's consent shall be deemed to
be  reasonable  if the  proposed  work  would  have  the  effect  of  materially
diminishing the value of the Premises.

13.02     All  architectural  and other plans  and  specifications  prepared  in
connection  with  Tenant's  Work may be prepared by a designer or  architect  of
Tenant's choice but shall be subject to the Landlord's prior written approval as
contemplated  in this Section XIII.  Tenant shall be  responsible to ensure that
Tenant's  Work,  as  designed,   complies  with  all  relevant  laws,   by-laws,
regulations and ordinances as well as with the Building module and structure and
with the  Building's  mechanical,  electrical,  plumbing  and other  systems and
facilities.  Complete working drawings,  plans and  specifications  for Tenant's
Work,  if any,  must be submitted to Landlord  for its prior  written  approval.
Landlord shall have a delay of ten (10) days following  receipt of such complete
working  drawings,  plans  and  specifications  to notify  Tenant  either of its
approval  thereof or of  changes  Landlord  requires  and if  Landlord  fails to
respond  during  such ten (10) day  period,  Landlord  shall be  deemed  to have
approved  the  drawings,  plans and  specifications  so  submitted.  If Landlord
notifies Tenant with such ten (10) day period that it requires  changes,  Tenant
shall,  within ten (10) days thereafter,  submit the necessary amended drawings,
plans and specifications to Landlord.  Landlord shall have the right to inspect,
at its expense,  any Tenant's Work to ensure that it is in  accordance  with the
working drawings, plans and specifications approved by Landlord.

13.03     Tenant shall not undertake  any  Tenant's Work  without  obtaining all
necessary permits from the appropriate public  authorities.  All such work shall
be done by  contractors  approved  by  Landlord,  which  approval  shall  not be
unreasonably  withheld,  but shall be conditional upon such contractors carrying
property  damage  and  liability  insurance  satisfactory  to  Landlord  for its
operations  in the  Building and upon such  contractors  providing to Landlord a
waiver and release of any and all legal  hypothecs  or rights of legal  hypothec
that then or thereafter exist for work done or materials  supplied in connection
with Tenant's Work.

13.04     All  Tenant's  Work   (other  than  trade  fixtures,   equipment   and
accessories  thereto)  and all repairs and  replacements  in or to the  Premises
shall, upon their completion,  become a part of the Premises and the property of
Landlord and shall be surrendered  with the Premises upon the Expiration Date or
earlier  termination  date of this  Lease  without  any  compensation  being due
therefor by Landlord; provided, however, that Landlord shall have the option, in
its sole discretion,  by written notice to Tenant at least sixty (60) days prior
to the Expiration Date, to require Tenant to remove,  at Tenant's cost and under
Landlord's  coordination  and  direction,  all or any of those items of Tenant's
Work for which  Landlord has reserved the right to do so in its initial  consent
(including  

<PAGE>

                                      -11-

such as may have been made by Landlord at  Tenant's  request  prior to or during
the Term) and, in the cases where Landlord has exercised such right,  to restore
the portions of the Premises affected by the removals,  or any parts thereof, to
their original condition.

13.05     Tenant  may  erect,  at  its  cost  and  expense,  signs on any street
frontage of the Premises provided that:

(a)       any such signs shall comply with the  requirements  of the  applicable
          municipal and other governmental authorities;

(b)       no such signs  shall be  erected  outside  or on the  exterior  of the
          Building or within the  interior  thereof if the same may be seen from
          the  exterior  thereof,  unless  Landlord  shall  have given its prior
          written consent (which consent shall not be unreasonably  withheld) to
          the location, style, colour, size and content thereof; and

(c)       Tenant shall bear the cost of the  installation,  repair,  maintenance
          and removal of any such signs.


SECTION XIV               LANDLORD'S WORK AND REPAIRS

14.01     Landlord shall, at its expense,  construct the Building and effect the
work more fully  described  in Schedule D annexed  hereto and  initialed by both
parties for  identification,  in good and workmanlike  manner in accordance with
the drawings,  plans and specifications set out therein, subject to such changes
as may be  agreed  upon by  Tenant  and  Landlord,  and in  accordance  with all
applicable  statutes,  by-laws  and  regulations.  Landlord  shall,  at its  own
expense,  procure all necessary  licenses and permits for the Landlord's Work in
accordance with such specifications, statutes, by-laws and regulations.

          Upon receipt by Tenant of the  Project  Architect's  certificate  that
the  Building  is  Substantially  Completed,  Tenant  shall have sixty (60) days
thereafter  to  inspect  the  Building  and  provide  to  Landlord a list of any
incomplete and/or incorrectly completed items of Landlord's Work, which Landlord
shall  complete or correct,  as the case may be,  within a reasonable  period of
time thereafter.

          Tenant, its workmen  and contractors shall be  permitted  to enter the
Premises to commence  installation  of the items for which it is  responsible to
complete in  connection  with  Landlord's  Work and Landlord and Tenant agree to
cooperate in coordinating  the scheduling of such work by Tenant with Landlord's
Work.  Tenant,  its workmen and  contractors  shall not  otherwise,  without the
consent of  Landlord,  be  permitted  access to the  Premises  for  purposes  of
installing  Tenant's trade fixtures and  furnishings  prior to the date on which
the Building is Substantially Completed.

          Landlord  shall  deliver  to  Tenant  copies  of  all  warranties  and
guarantees  provided by Landlord's general  contractor,  subtrades and suppliers
and others  that  Landlord  may benefit  from with  respect to those items which
Tenant   is   obligated   to  repair,   replace,   or  maintain   in  accordance

<PAGE>

                                      -12-

with the terms of this Lease, and shall assign to Tenant the benefit of all such
warranties or guarantees given to Landlord which affect the obligation of Tenant
to maintain or repair the Premises.

14.02     Notwithstanding  any  contrary  provision  of  this Lease,  including,
without  limiting  the  generality  of the  foregoing,  Sections  XII and  XIII,
Landlord shall be responsible for:

(a)       repairs and  replacements  to any part of the  Premises  required as a
          result of latent  defects in the  Building or any part thereof or as a
          result of any negligence or wilful act of Landlord or its  contractors
          in the construction of the Building;

(b)       repairs and  replacements to any part of the Premises  required in the
          first year of the Term as a result of any cause  whatsoever other than
          misuse by Tenant or normal aging or wear and tear.


SECTION XV                     ACCESS TO PREMISES

15.01     Landlord, its agents and representatives may enter the Premises at all
times,  after  twenty-four  (24)  hours  prior  notice  (except  in the  case of
emergency when no notice will be required),  to examine their  condition to view
their state of repair and condition.

15.02     Tenant shall allow the Premises to be exhibited during Business Hours,
after twenty-four (24) hours prior notice, to persons interested in acquiring or
advancing  money upon the  security  of the Land and  Building.  During the last
twenty-four (24) months of the Term,  Tenant shall also allow the Premises to be
exhibited,  after twenty-four (24) hours prior notice, to persons  interested in
leasing same.


SECTION XVI                   COMPLIANCE WITH LAWS
                               AND INDEMNIFICATION

16.01     Tenant  will  not do or  permit anything  to be done in, upon or about
the Premises or bring or keep  anything  therein  which will in any way conflict
with or cause the Premises to be in breach or violation  of the  regulations  of
the  fire,  police  or  health  departments,   any  environmental  laws,  rules,
regulations,  by-laws,  ordinances or norms applicable to the Premises,  or with
the laws, rules, regulations, by-laws or ordinances of the municipality in which
the Land and Building are situate,  the applicable  urban community (if any), or
any governmental authority having jurisdiction over the Premises or the business
conducted therein (including,  without limiting the generality of the foregoing,
those relating to the  environment),  all of which Tenant undertakes to abide by
and conform to,  including,  if necessary,  effecting the alterations or repairs
necessitated thereby.

          Tenant covenants  and agrees that it will indemnify  and hold harmless
Landlord  against any penalty  imposed for or damage  arising from the breach of
any such laws,  rules,  regulations,  by-laws,  ordinances or norms by Tenant or
those for whom Tenant is responsible.

<PAGE>

                                      -13-

16.02     Tenant shall comply with the rules  and requirements  of all insurance
advisory  organizations and all insurance  companies having policies of any kind
whatsoever in effect covering the Land and Building.

16.03     Landlord shall provide to Tenant  on the Commencement Date a phase one
and boring analysis from a reputable  environmental  consultant  indicating that
the Premises are not on the Commencement Date contaminated. Tenant warrants that
during its occupancy of the Premises, it will not bring in or on to, or store or
process on the  Premises  any  contaminants,  pollutants,  toxic or dangerous or
hazardous  substances  or materials or wastes,  PCB's,  friable  asbestos or oil
contaminants  (other than minimal  quantities of inflammables  normally found in
similar  premises,  such as cleaning  solvents)  which  create an  environmental
problem  (hereinafter  collectively  called  "Contaminants").  At the Expiration
Date, any Contaminants stored,  processed or brought in or on to the Premises by
Tenant,  its  employees,  agents,  subtenants,  suppliers  or invitees  shall be
removed  by  Tenant  at  its  cost  and  Tenant  shall  supply  to  Landlord  an
environmental  analysis of the same scope as the one Landlord supplied to Tenant
on the Commencement Date. Tenant shall indemnify and hold Landlord harmless from
all  losses,  liabilities,  damages,  costs,  expenses  and  claims  of any kind
whatsoever  resulting  from any  breach  of the  foregoing  warranty  including,
without  limitation,  any  seepage,   spillage,   discharge  or  misuse  of  any
Contaminant by Tenant, its employees, agents, subtenants,  suppliers or invitees
and undertakes to immediately take all such steps as are reasonably necessary to
repair any such damage at its expense and to restore the Premises or any portion
thereof damaged by such seepage, spillage, discharge, misuse or storage to their
original condition, less ordinary wear and tear.

16.04     Tenant shall  indemnify  Landlord and hold Landlord  harmless from and
against all claims, liabilities, damages, costs, suits or actions arising from:

(a)       any breach, violation or non-performance of any covenant, condition or
          agreement  contained in the present  Lease on the part of Tenant to be
          fulfilled, kept, observed or performed;

(b)       any accident or injury  (including death) sustained by or for any loss
          of or damage to property belonging to any person or persons in, on, or
          about the Building and Land  occurring  during the Term,  caused by or
          arising out of any wilful misconduct,  neglect or fault by Tenant, its
          servants, employees, agents, subtenants or invitees;

(c)       any accident or injury  (including death) sustained by or for any loss
          of or damage to property  belonging to any employee,  servant,  agent,
          subtenant or invitee of Tenant, no matter how caused (except if caused
          by or arising out of the intentional or gross fault of Landlord or its
          employees, servants, agents, subtenants or invitees); and

(d)       failure of Tenant to fully, faithfully, and punctually comply with any
          legitimate  requirement of any public of quasi-public authority having
          jurisdiction over the Premises.

<PAGE>

                                      -14-

SECTION XVII            FIRE AND DESTRUCTION OF PREMISES
                                OR EXPROPRIATION

17.01     In the event the Building  is  destroyed  or damaged by fire  or other
cause, in whole or in part, and Landlord notifies Tenant in writing within sixty
(60) days after the damage or  destruction  that the  Building  may not,  in the
opinion of Landlord's  architect,  be restored or rebuilt to the same nature and
quality  structure  within 180 days after the damage or destruction,  this Lease
shall be terminated  immediately  as of the date of the  occurrence of the event
causing such damage or destruction.

17.02     In the event that the damage or destruction is such that the Building,
in the  opinion of  Landlord's  architect  (notice of which shall be provided by
Landlord  to Tenant in  writing  within  sixty  (60)  days  after the  damage or
destruction),  may be  restored  or  rebuilt  to the  same  nature  and  quality
structure within the said 180 days, then

(a)       if the damage or destruction affects twenty-five percent (25%) or less
          of the total area of the Building,  then Landlord  shall be obliged to
          rebuild or restore the part of the Building so damage or destroyed; or

(b)       if the damage or  destruction  affects more than  twenty-five  percent
          (25%) of the total area of the Building, Landlord shall give notice to
          Tenant  in  writing  within  sixty  (60)  days  after  such  damage or
          destruction,  of its decision whether or not to rebuild or restore the
          Building.

17.03     If,  within  the sixty (60) day notice  periods  specified  above,  no
notice  is  given  to  Tenant  of the  opinion  of  Landlord's  architect  or of
Landlord's  decision to rebuild or restore the Building,  the Building  shall be
deemed to be capable of being  rebuilt or restored  within the said 180 days and
Landlord shall be deemed to have elected to rebuild or restore the Building.

17.04     If  Landlord  is obliged  or elects  or is deemed  to have  elected to
rebuild or restore the Building, this Lease will remain in full force and effect
and Tenant shall be entitled to an abatement  of Rent and  additional  rent from
the date of the  occurrence  of the damage or  destruction  in proportion to the
part of Premises of which  Tenant has been  deprived  until the Building or part
thereof so damaged or destroyed is, in the opinion of Landlord's architect,  fit
for occupancy.  In such case, Landlord agrees that the Building will be restored
or rebuilt at its cost with due dispatch to substantially  the same condition in
which the Building was initially delivered to Tenant. However, in the event that
Landlord is obliged or elects or is deemed to have elected to rebuild or restore
the Building and such rebuilding or restoration is not completed within 180 days
after such obligation or election or deemed election,  (subject to delays caused
by events  described in section 18.02 hereof),  then Tenant shall have the right
to terminate  this Lease by written  notice to Landlord  after the expiration of
such  180  day  period,  and  prior  to  the  completion  of the  rebuilding  or
restoration.

          Notwithstanding   the   foregoing,   in  the  event   such  damage  or
destruction  occurs within the last two (2) years of the Term, Tenant shall have
the right,  exercisable  by written  notice to Landlord  within  sixty (60) days
after the damage or  destruction,  to terminate this Lease as of the date of the
occurrence of the event causing the damage or destruction,  notwithstanding that
the Building may be restored or rebuilt  within the said 180 days.

<PAGE>

                                      -15-

17.05     If Landlord decides  not to restore or rebuild  the  Building  to  the
same nature and quality structure, this Lease shall be terminated as of the date
of the occurrence of the event causing the damage or destruction.

17.06     In  the  event  of  the  expropriation  or  other  forceable taking or
condemnation by any competent  authority for any purpose whatsoever of the whole
of the Premises or such part thereof which,  in the opinion of both Landlord and
Tenant, acting reasonably,  will render the remainder unsuitable or insufficient
for the economical  conduct of Tenant's  normal business  operation,  this Lease
shall cease and terminate  from the date Tenant is forced to vacate the Premises
and all Rent and other  payments for which Tenant is liable  hereunder  shall be
apportioned and paid in full to the date of such termination.

17.07     In the event of any expropriation  or forcible  taking or condemnation
by any  competent  authority  for any purpose  whatsoever  of a part only of the
Premises  which does not, in the  opinion of both  Landlord  and Tenant,  acting
reasonably,  render the remainder of the Premises unsuitable or insufficient for
the economical conduct of Tenant's normal business  operation,  this Lease shall
remain in full force and effect with  respect to the  remainder  of the Premises
and Landlord shall forthwith  restore and repair the portion of the Premises not
expropriated  to a tenantable  condition.  The Rent payable by Tenant  hereunder
shall be reduced so as to give due allowance for the part expropriated according
to the nature and extent of such part.

17.08     Tenant shall have no claim in damages against Landlord  relating to or
arising out of the  expropriation,  forceable  taking or condemnation or arising
out of the  cancellation of this Lease as a result thereof.  Landlord and Tenant
shall  cooperate,  each with the other,  in respect of any public  taking of the
Premises  or any part  thereof  so that,  subject  to the  following  rights  of
Landlord (which include,  without limitation,  the right to receive compensation
for the  Building or part  thereof  that is the  subject of the public  taking),
Tenant  may  receive  the  maximum  award  to which  it is  entitled  in law for
relocation  costs,  business  interruption  and such other costs  (including any
required  higher rent in new  premises)  that it may be entitled to receive from
the  expropriating  authority and so that Landlord may receive the maximum award
for all other  compensation  arising  from or  relating  to such  public  taking
(including all compensation for the Building or part thereof that is the subject
of the public taking).


SECTION XVIII                NON-RESPONSIBILITY OF
                               LANDLORD AND TENANT

18.01     Landlord  shall not be liable for any  accident  or injury  (including
death)  sustained  by or for any loss of or  damage  to  property  belonging  to
Tenant, its employees, servants, agents, subtenants or invitees which may result
at any time from any reason or cause  whatsoever,  other than the intentional or
gross  fault of Landlord  or its  employees,  servants,  agents,  subtenants  or
invitees.

18.02     Except as otherwise expressly provided  in this Lease  or in any other
agreement entered into between Landlord and Tenant,  Landlord will not be liable
in any  manner to Tenant or to any other  person  claiming  through  Tenant  for
Landlord's  failure to perform any of its  obligations  hereunder  or any damage
caused or  required  by  strike,  lock-out,  riot,  accident,  government  rule,

<PAGE>

                                      -16-

regulation  or  order,  act of God or of any enemy of the  Queen,  fire or other
casualty,  cas fortuit,  force majeure or any other cause or condition  which is
beyond the reasonable  control of Landlord (not  including,  however,  delays in
issuance of permits  necessary  for the  construction  of the  Building,  delays
attributable  to  Landlord's  general  contractor  or  subcontractors  or delays
attributable  to  unforeseen  adverse  site  conditions  that can be remedied by
Landlord without undue hardship or expense) but, upon such occurrence,  Landlord
shall without delay take all reasonable  steps to terminate or correct the event
or circumstance in question.

18.03     Notwithstanding  anything  else  contained  in  this  lease,  Landlord
agrees to  indemnify  and hold  Tenant  harmless  from and  against  any and all
claims, suits, actions,  damages,  costs, judgments and other expenses sustained
or incurred by Tenant in connection with any environmental matters in respect of
the Premises other than those  resulting from acts or omissions by Tenant during
its occupancy of the Premises.


SECTION XIX                        INSURANCE

19.01     Landlord  shall take out and  maintain  insurance  on the  Premises as
would a reasonably prudent landlord of similar property and all such policies of
insurance  covering  loss or damage to the  Premises  shall  contain a waiver of
subrogation rights which Landlord's  insurers may have against Tenant,  Tenant's
insurers or persons for whom Tenant is at law  responsible.  Tenant shall pay to
Landlord,  as additional  rent upon demand,  all insurance  costs,  premiums and
deductible  payments  relating to fire,  casualty,  liability,  property damage,
boiler,  loss of rental and such other forms of insurance as Landlord  may, from
time to time,  reasonably  obtain for or in respect of the  Premises,  provided,
however,  that Tenant shall not be  responsible  for any increase in the premium
payable  by  Landlord  for any  such  insurance  that  results  from  any act of
negligence or fault on the part of Landlord. Landlord hereby releases and waives
any and all claims against Tenant or those for whom Tenant is in law responsible
with  respect to any loss of or damage to the  Premises  required  to be insured
against by Landlord hereunder,  and agrees to indemnify and hold Tenant harmless
from any and all such claims.

19.02     Throughout the Term, Tenant shall take out and keep in force:

(a)       comprehensive general liability insurance with respect to the business
          carried on, in or from the Premises and the use and occupancy  thereof
          for bodily  injury and death and  damage to  property  of others in an
          amount of at least two million dollars ($2,000,000);

(b)       all-risks  insurance  including the perils of fire, extended coverage,
          leakage from sprinkler and other fire protective devices,  earthquake,
          collapse and flood in respect to furniture,  equipment,  inventory and
          stock-in-trade, fixtures and leasehold improvements located within the
          Premises  and such other  property  located in or forming  part of the
          Premises,  including all mechanical or electrical systems (or portions
          thereof)  installed by Tenant in the Premises,  the whole for the full
          replacement cost (without depreciation) in each such instance;

(c)       if any boiler or pressure  vessel is operated in the Premises,  boiler
          and  pressure  vessel  insurance  with  respect  thereto;

<PAGE>

                                      -17-

(d)       business  interruption  insurance  for a period of twelve (12) months;
          and

(e)       tenant's legal liability insurance.

19.03     All  policies of  insurance  to be  maintained  by Tenant shall (i) be
in form  reasonably  satisfactory  to  Landlord,  (ii) be placed  with  insurers
reasonably  acceptable  to  Landlord,  and (iii)  provide  that they will not be
canceled  or  permitted  to lapse  unless the insurer  notifies  both Tenant and
Landlord in writing at least thirty (30) days prior to the date of  cancellation
or lapse.  Each such policy shall name Landlord and any other party  required by
Landlord,  including,  but not limited to, its property  manager and hypothecary
creditors,  as (an) additional insured(s) as its (their) interest(s) may appear.
Each comprehensive  general liability  insurance policy will contain a provision
of  cross-liability or severability of interests as between Landlord and Tenant.
All other  policies  referred  to above  shall  contain a waiver of  subrogation
rights which Tenant's  insurers may have against Landlord,  Landlord's  insurers
and persons under Landlord's care and control. Tenant hereby releases and waives
any and all  claims  against  Landlord  and  those for whom  Landlord  is in law
responsible with respect to occurrences required to be insured against by Tenant
hereunder,  and agrees to indemnify and hold Landlord  harmless from and against
any and all such claims. Throughout the Term, Tenant shall furnish Landlord with
certificates  of all such insurance  policies and the renewals  thereof.  Tenant
shall,  whenever it is requested to do so by Landlord,  furnish certified copies
of the insurance policies.

19.04     Should  Tenant  fail  to  take  out  or  keep  in force the  insurance
described in sections 19.02 and 19.03, Landlord will have the right to do so and
to pay the  premiums  therefor  and in such event Tenant shall repay to Landlord
the amount paid as premiums as additional rent on demand.


SECTION XX                          DEFAULT

20.01     In any of the events following, namely:

(a)       if Tenant shall fail to pay to Landlord  when due, any  instalment  or
          other amount of Base Rent, Real Estate Taxes, Taxes on Capital, or any
          other  additional  rent  payable  under  this  Lease and such  failure
          continues  beyond five (5) days after the date  Landlord  has notified
          Tenant thereof in writing;

(b)       if Tenant shall be declared  dissolved,  bankrupt or wound-up or shall
          make any general  assignment  for the benefit of its creditors or take
          or  attempt  to take the  benefit  of any  insolvency,  winding-up  or
          bankruptcy legislation or if a petition in bankruptcy or in winding-up
          or for reorganization shall be filed by or against Tenant which is not
          contested  promptly by Tenant or if a receiver or trustee be appointed
          for or enter into physical possession of the property of Tenant or any
          part thereof;

(c)       if Tenant  shall  assign,  sublet  or permit  the use by others of the
          Premises, in whole or in part, except in a manner herein permitted;

<PAGE>

                                      -18-

(d)       if any execution be issued against the property of Tenant  pursuant to
          a judgment rendered against Tenant;

(e)       if Tenant shall fail to take  possession  of the Premises or if Tenant
          should vacate or abandon the Premises;

(f)       if any insurance carried by Landlord be canceled in consequence of the
          business  carried on by Tenant or in consequence  of anything  brought
          into or stored in the  Premises  by Tenant,  provided  that  Tenant is
          given notice of the possibility of such cancellation;

(g)       if Tenant  fails to  fulfil  any  other of its  obligations  hereunder
          (other than those  referred to in another or other  paragraphs of this
          section  20.01)  and (i)  the  default  is not  rectified  within  the
          specific delay  applicable to the default in question  stipulated in a
          specific  provision of this Lease, or, (ii) in the absence of any such
          specific  delay,  Tenant has not rectified the default within ten (10)
          business days after  Landlord has given Tenant  written  notice of the
          default stating with reasonable  particularity the nature thereof,  or
          (iii) if the default referred to in sub-paragraph 20.01(g) (ii) is not
          reasonably  capable of being cured  within such ten (10)  business day
          delay,  Tenant does not commence to cure such default  within said ten
          (10) business day delay and  thereafter  proceed to cure same with all
          due diligence;

then this Lease may be terminated  ipso facto at the option of the Landlord upon
written  notice to Tenant to such  effect,  Tenant to be in  default by the mere
lapse of time for performing its obligations  hereunder.  It is expressly agreed
that such  termination  shall be in addition and without  prejudice to all other
rights and  recourses  of Landlord  as  provided  by law or in this Lease.  Upon
termination,  Tenant shall immediately vacate and surrender the Premises and all
of its rights therein and thereto and in and to the Lease to Landlord.  Upon the
occurrence of any such event of default, Landlord may forthwith,  without notice
or any form of legal  process,  and with or  without  termination  of the Lease,
suspend any  services  and  utilities,  bolt the  Premises  and change the locks
thereof. Upon termination, Landlord may forthwith, without notice or any form of
legal  process,  re-enter upon and take  possession  of the Premises,  remove or
cause to be removed therefrom any persons and property occupying same and re-let
the Premises to  whomsoever  it may choose and,  recover from Tenant all amounts
due, expenses of such re-letting and Rent for the six (6) months next succeeding
the date of such termination or such longer period as may be allowed by law, all
of which shall immediately  become due and payable,  the whole without limiting,
diminishing or extinguishing the liability of Tenant.

20.02     In the event of the bankruptcy,  insolvency,  winding-up,  dissolution
or reorganization of Tenant,  there shall immediately become due and exigible in
favour of Landlord,  on account of accelerated rent, an amount equal to the Rent
for a period of three (3) months next  following the bankruptcy or insolvency or
for such longer period of time as may be allowed by any applicable bankruptcy or
insolvency legislation in force from time to time. Furthermore,  in the event of
Tenant's continued occupancy of the Premises after the filing of a proposal or a
notice  of  intention  to file a  proposal  pursuant  to the  provisions  of the
Bankruptcy and Insolvency  Act, S.C. 1992 C-27, as amended from time to time, or
any replacement  legislation,  and such continued  occupancy  commences on a day
which is not the first day of a calendar month, any amounts of Rent payable on a
monthly basis for such month and for any other partial month shall be calculated
on a per diem 

<PAGE>

                                      -19-

basis and be paid in advance.  The rights of Landlord  under this section  20.02
are in  addition  to and not in  substitution  for,  nor  shall  they  limit  or
otherwise  restrict,  any other rights,  claims and recourses  that Landlord may
have,  including,  without  limiting  the  generality  of the  foregoing,  those
contained in section 20.01.


SECTION XXI                  ADDITIONAL PROVISIONS

(a)       Landlord: In the event of any sale or sales of the Premises,  Landlord
          shall be and hereby is entirely released and relieved of all covenants
          and obligations of Landlord hereunder,  provided such purchaser agrees
          to assume  and  carry out any and all  covenants  and  obligations  of
          Landlord hereunder.

(b)       Amendment  of Lease:  No assent or  consent to changes in or waiver of
          any part of this  Lease  shall be deemed or taken as made  unless  the
          same be  done in  writing  and  attached  or  endorsed  hereon  by the
          parties.  No  covenant,   term  or  condition  of  the  present  Lease
          stipulated  in favour of Landlord  shall be waived,  except by express
          written  consent of Landlord,  whose  forbearance or indulgence in any
          regard whatsoever shall not constitute a waiver of the covenant,  term
          or condition to be performed by Tenant; and until complete performance
          by Tenant of the said covenant,  term or condition,  Landlord shall be
          entitled to invoke any remedies  available  under this Lease or by law
          despite such forbearance or indulgence.

(c)       Punctual  Payment:  All sums owing by Tenant under this Lease not paid
          when  due  shall  thereafter  bear  interest  until  paid  at  a  rate
          equivalent to two percent (2%) above  Landlord's  borrowing  rate from
          its bank from time to time.

          Landlord  may impute any of  Tenant's  payments  in payment of any sum
          which has become  due  hereunder,  regardless  of any  designation  or
          imputation by Tenant.

(d)       Successors and Assigns:  All the covenants  herein  contained shall be
          deemed  to  have  been  made  by  and  with  the   heirs,   executors,
          administrators  and  permitted  assigns or  successors  of each of the
          parties  hereto,  and if more than one Tenant,  the  covenants  herein
          contained on the part of Tenant  shall be construed as being  solidary
          and where  necessary  reference  to  Tenant as being of the  masculine
          gender or in the  singular  number  shall be construed as being in the
          feminine or neuter gender or in the plural number.

(e)       Brokerage Commission: As part of the consideration for the granting of
          this Lease, Tenant represents and warrants that, with the exception of
          the Real Estate  Broker,  if any, named in Section 1.01 of this Lease,
          no  broker,  agent or other  intermediary  introduced  the  parties or
          negotiated or was  instrumental  in negotiating or  consummating  this
          Lease.  Landlord shall be responsible for any fees payable to the Real
          Estate Broker.

(f)       Notice and  Demands:  Any notice or demand given by Landlord to Tenant
          shall be deemed to be duly given when served  upon Tenant  personally,
          on the business day following 

<PAGE>

                                      -20-

          transmission when faxed to Tenant, or on the fourth (4th) business day
          after mailing when mailed to Tenant at the Address for Notice.

(g)       Publication of Lease:  This Lease shall not be published at length but
          only by  short-form  version  thereof and then only after the form and
          terms  of such  short-form  version  thereof  have  been  approved  by
          Landlord,  the  whole at the  cost of  Tenant,  including  the cost of
          publication  and  providing a copy to  Landlord.  Should this Lease be
          published,  Tenant shall,  at the expiration or  termination  thereof,
          cause same to be radiated at its expense,  failing which Landlord will
          have the right to cause such radiation and charge Tenant with the cost
          of same.

(h)       Additional  Rent:  Subject  to  any  other  provision  of  this  Lease
          expressly stipulating the contrary, all amounts payable to Landlord by
          Tenant in virtue of this Lease,  with the exception of the Rent, shall
          be additional rent and collectible as such.

(i)       Payment  Requirements:  Tenant  shall  pay  all  amounts  which  it is
          required  to pay in virtue of this Lease in lawful  money of Canada to
          Landlord at its offices in Montreal,  Quebec,  Canada or at such other
          place or to such other person as may be specified from time to time by
          Landlord, without prior demand for payment thereof being necessary and
          without any deduction, abatement, diminution,  subrogation, set-off or
          compensation whatsoever.

(j)       Prior Agreements: The present lease cancels and supersedes any and all
          prior letters of intent, leases and agreements,  written or otherwise,
          entered into by Landlord  and Tenant  regarding  the  Premises  leased
          hereunder.

(k)       Severability:  If for any reason whatsoever,  any term,  obligation or
          condition of this Lease or the application thereof to any person, firm
          or corporation or to any  circumstance  is to any extent held to be or
          is  rendered  invalid,  unenforceable  or  illegal,  then  such  term,
          obligation  or  condition  shall be  deemed to be  independent  of the
          remainder of this Lease and to be severable and  divisible  therefrom,
          and its invalidity,  unenforceability  or illegality shall not affect,
          impair or  invalidate  the remainder of this Lease or any part thereof
          and the remainder of this Lease not affected,  impaired or invalidated
          will continue to be applicable  and  enforceable to the fullest extent
          permitted by law against any person,  firm or  corporation  and to any
          circumstance other than those as to which it has been held or rendered
          invalid, unenforceable or illegal.

(l)       Governing  Law:  This Lease  shall be  construed  and  interpreted  in
          accordance with the laws of the Province of Quebec.

(m)       Captions: The captions appearing in this Lease have been inserted as a
          matter of  convenience  and for  reference  only and in no way define,
          limit or enlarge  the scope or meaning of this Lease or any  provision
          thereof.

(n)       Time of the  Essence:  Except where  otherwise  provided by an express
          provision of this Lease,  Tenant shall be in default by the mere lapse
          of time for performing its obligations hereunder.

<PAGE>

                                      -21-

(o)       Rights  Cumulative:  No right,  remedy or recourse  conferred  upon or
          reserved to Landlord by this Lease is intended to be  exclusive of any
          other right, remedy or recourse conferred upon or reserved to Landlord
          by this Lease or by law, all of which  rights,  remedies and recourses
          shall be cumulative and not in the alternative.

(p)       Currency:  Unless otherwise indicated, all amounts expressed herein in
          dollars shall be deemed to be expressed in Canadian dollars.

(q)       Waiver:  Tenant  specifically waives the provisions of Article 1883 of
          the Civil  Code of  Quebec  and  Article  65.2 of the  Bankruptcy  and
          Insolvency Act (Canada).


SECTION XXII                        SECURITY

22.01     As security  for the performance  by Tenant  of  its obligations here-
under, Tenant shall provide to Landlord  concurrently with the execution of this
Lease and shall have renewed as often as necessary  thereafter,  an  irrevocable
letter of credit issued by the  NationsBank  or such other bank as may be agreed
upon by Landlord and Tenant, in Canadian or US dollars as follows:

(a)       for the first ten (10) years of Term,  the  letter of credit  shall be
          for an amount equivalent to CDN $800,000;

(b)       for the eleventh (11th) through the fifteenth (15th) year of the Term,
          the  letter  of  credit  shall  be for  an  amount  equivalent  to CDN
          $500,000; and

(c)       for the  sixteenth  (16th)  through the  twentieth  (20th) year of the
          Term,  the letter of credit shall be for an amount  equivalent  to CDN
          $250,000.

22.02     The  Canadian  dollar  equivalent  of a letter of credit  issued in US
dollars shall be computed at the rate of exchange  published by the issuing bank
on the date of its issuance and if such rate of exchange thereafter changes such
that the  Canadian  dollar  equivalent  of the amount of the letter of credit is
less than ninety-five percent (95%) of the relevant amount stipulated in section
22.01,  Tenant  shall have the amount of the letter of credit  increased to such
Canadian dollar equivalent amount.

22.03     If  partial  drawings  are made  under  the letter  of credit  as per-
mitted  thereunder  and  hereunder,  Tenant  shall ensure that the amount of the
letter of credit is restored to the amount provided for in section 22.01, within
ten (10) days thereafter.

22.04     Landlord shall reimburse Tenant the cost of maintaining such letter of
credit,  up to an amount  equal to one-half of one percent  (0.5%) of the amount
stipulated in the letter of credit. Such reimbursement shall be paid by Landlord
granting to Tenant a credit against Rent owing hereunder on each  anniversary of
the Commencement Date.

22.05     Landlord  shall be  entitled  to draw on the letter of credit  only in
the events and only to the extent provided hereafter:

<PAGE>

                                      -22-

(a)       if an event of default  has  occurred  under this Lease and any notice
          and cure periods have  expired,  Landlord  shall be entitled to demand
          payment  under the letter of credit up to the  amount  owing by Tenant
          under this Lease at the time of the demand;

(b)       if at least fifteen days prior to the expiration date of the letter of
          credit,  Tenant has not furnished to Landlord evidence that the letter
          of credit has been  renewed (or, if the letter of credit is subject to
          automatic  renewal,  Landlord is notified at any time by the issuer of
          the letter of credit  that it will not be  renewed)  and the letter of
          credit has not been replaced, then Landlord shall be entitled,  within
          fifteen  (15)  days  prior to the  expiration  date of the  letter  of
          credit,  and  without  further  notice to Tenant,  to draw on the full
          amount of the letter of credit,  but only in accordance with the terms
          and conditions set out in section 22.06; and

(c)       if Tenant fails to have the amount of the letter of credit restored as
          required by section 22.03,  and after any notice and cure periods have
          expired, and such amount has not been replaced, then Landlord shall be
          entitled to draw on the full amount of the letter of credit,  but only
          in accordance with the terms and conditions set out in section 22.06.

22.06     The terms  and conditions referred to  in paragraphs 22.05 (b) and (c)
are as follows:

(a)       the funds received by Landlord under the letter of credit are invested
          in an interest-bearing account;

(b)       the  interest  earned on such  funds  shall  accrue to the  benefit of
          Tenant;

(c)       such funds so held by Landlord and the interest  accrued thereon shall
          be paid forthwith to Tenant upon the  restoration of the amount of the
          letter of credit or upon the  renewal  of the  letter of credit or the
          issuance  of  a  replacement   letter  of  credit  or  other  security
          acceptable to Landlord; and

(d)       if an event of default  should  occur under this Lease  which  extends
          beyond the  expiration  of any notice and cure  periods  provided  for
          herein, while the funds are so held by Landlord, the amount to be paid
          to Tenant  pursuant  to  paragraph  (c) above  shall be reduced by the
          amount owed by Tenant to Landlord  as a  consequence  of such event of
          default,  and such amount so owed by Tenant to Landlord shall cease to
          be subject to the terms of this section 22.06.


SECTION XXIII                      EXPANSION

23.01     Tenant shall have the right  (subject  to the approval  of  Landlord's
mortgage lender which approval Landlord shall use reasonable  efforts to obtain)
to require  Landlord to expand the  warehouse and  manufacturing  portion of the
Building by up to 25,000  square feet. In the event that Tenant  exercises  such
option,  the Term shall be extended to the extent necessary to ensure that there
will remain at least fifteen  years from the  completion of the expansion to the
expiration of the Term.  Landlord shall determine the rent that would be payable
for such expansion taking into account the cost of the expansion,  the return on
investment  required by Landlord,  acting  reasonably,  and prevailing  interest
rates and real estate investment market conditions,  as well as the rent for the

<PAGE>

                                      -23-

additional  term  for the  original  Building  taking  into  account  prevailing
interest  rates  and  real  estate  investment  market  conditions,   and  shall
communicate  such  amounts to Tenant.  If the  parties do not agree on the rent,
Tenant shall be deemed to have withdrawn its request for the expansion.


SECTION XXIV                        SCHEDULES

24.01     The Schedules are included in and form an integral part of this Lease.


SECTION XXV              ASSIGNMENT TO TENANT'S LENDER

25.01     Landlord consents  to the assignment by Tenant of its interest in this
Lease to Tenant's  secured lenders as security for Tenant's  obligations to such
lenders,  provided  that the terms and  conditions  of any such  assignment  are
reasonably satisfactory to Landlord and that the obligations of Tenant hereunder
shall  continue to be  performed.  In addition,  Landlord  shall enter into such
agreements with Tenant's secured lenders as may be reasonably  requested by such
lenders  including,  without  limitation,  agreements  waiving  Landlord's lien,
hypothec or charge over any  equipment,  machinery,  inventory and other movable
property of Tenant located on the Premises.


SECTION XXVI                     SUBORDINATION

26.01     Landlord  declares that it may assign its rights under this Lease to a
lending  institution  or  any  mortgagee,  hypothecary  creditor  or  lender  as
collateral  security for any loan and in the event that any such  assignment  is
given and  executed by  Landlord  and  notification  thereof is given to Tenant,
Tenant  agrees that it will,  if and  whenever  reasonably  required to do so by
Landlord, subordinate this Lease to any such mortgage, hypothec or loan arranged
by Landlord on the  security of the  Premises,  provided  that such  assignee or
holder of such mortgage, hypothec or loan delivers to Tenant a "non-disturbance"
agreement in form  reasonably  satisfactory  to Tenant  whereby such assignee or
holder  agrees that so long as Tenant  continues  to pay the Rent and  otherwise
performs  its  obligations  under this Lease,  and no default  exists  hereunder
(which  continues  beyond the expiration of any notice and cure period  provided
for herein), Tenant may remain in quiet possession of the Premises in accordance
with the terms of this Lease.

26.02     If this Lease is not  published  prior  to the rights of the lender or
lenders, if any, providing  financing for Landlord's  acquisition of the Land or
development and construction of the Building thereon,  then Tenant's obligations
hereunder are conditioned upon Tenant receiving within sixty (60) days after the
date hereof an acceptable  non-disturbance agreement from such lender or lenders
whereby such lender or lenders agree to the above non-disturbance provisions.

26.03     Tenant agrees that  it will at any time  and from time to time upon no
less than ten (10) business days prior  written  notice,  execute and deliver to
Landlord  in form  reasonably  acceptable  to  Tenant,  a  statement  in writing
certifying  that this Lease has been validly  executed  and  delivered by Tenant
pursuant to due corporate  action  properly taken by it and is unmodified and in
full force and effect (or, if  modified,  stating the  modification  and stating
that same is in full force and effect

<PAGE>

                                      -24-

as modified), the Commencement Date and the Termination Date, the amount of Base
Rent and any other amounts then being paid as  additional  rent  hereunder,  the
dates to which,  by  instalment  or  otherwise,  Base Rent and  additional  rent
payable  hereunder have been paid,  whether or not there is any existing default
on the part of  Landlord  of which  Tenant is aware and such  other  matters  as
Landlord or its lender or any prospective  purchaser may reasonably request. Any
such statement may be conclusively  relied upon by any prospective  purchaser or
purchasers or lender.


SECTION XXVII                   ENGLISH LANGUAGE

27.01     The parties have requested that this Lease be prepared  in the English
language.  Les parties ont demande que le present Bail soit redige en anglais.


SECTION XXVIII                    ARBITRATION

28.01     In the event the parties are unable to resolve any dispute arising out
of or in connection  with this Lease,  the parties agree that such dispute shall
be submitted to  arbitration  by written  notice given by one party to the other
setting  out with  reasonable  detail  the  issue in  dispute.  Within  ten (10)
business days after such notice,  the parties shall agree on the  appointment of
one arbitrator.  If the parties cannot agree on an arbitrator within such delay,
each party shall,  within ten (10)  business  days  thereafter,  each choose one
arbitrator,  and within five (5) business days after both such  arbitrators  are
chosen,  the two of them shall  choose a third  arbitrator.  The decision of the
arbitrator or  arbitrators,  as the case may be, shall be rendered within ninety
(90) days after the  appointment of the panel and shall be final and binding and
non-appealable,  except for the reasons set forth in article 946.4 of the Quebec
Code of Civil  Procedure.  All proceedings  shall take place in Montreal and the
language of the arbitration shall be English. The arbitration  proceedings shall
be governed by Book VII of the Quebec Code of Civil  Procedure to the extent not
inconsistent with the provisions of this section 28.01. Each party shall pay its
own costs and share equally the costs of the arbitration.


SECTION XXIX                       SURETYSHIP

29.01     As security for the  performance by Tenant  of its  obligations  here-
under, Tenant shall provide to Landlord  concurrently with the execution of this
Lease and shall cause to remain in force  throughout  the Term,  an agreement of
suretyship or guarantee  executed by DT  Industries,  Inc. in favour of Landlord
guaranteeing the performance by Tenant of its obligations under this Lease.

<PAGE>

                                      -25-

          IN WITNESS WHEREOF the parties have signed these presents at the place
and on the date indicated below.


SIGNED by LANDLORD on the 30th day of April 1997.


                                             TEECAN PROPERTIES INC.

(signed   Erik Charton)
--------------------------
Witness: Erik Charton



(signed  Wayne Heuff)                        Per:    (signed Stephen Kaplan)
--------------------------                        ------------------------------
Witness: Wayne Heuff                                       ("Landlord")



SIGNED by TENANT on the 30th day of April 1997.


                                             KALISH CANADA INC.

(signed  Wayne Heuff)
--------------------------
Witness: Wayne Heuff



(signed  Erik Charton)                       Per:     (signed Louis Pallay)
--------------------------                        ------------------------------
Witness: Erik Charton                                       ("Tenant")