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                                                                    EXHIBIT 10.2

                                    CLARICA

                             LEASE OF OFFICE SPACE

                                                         DATED: December 6, 1999

                                    BETWEEN

                         CLARICA LIFE INSURANCE COMPANY
                           Property Management Office
                        99 Bank Street, Ottawa, Ontario

                                                                    ("Landlord")

                                      AND

                             THE OBJECT PEOPLE INC.

                                                                      ("Tenant")

FOR PREMISES IN the building in Clarica Centre, Ottawa, known as 99 Bank Street.


LANDLORD AND TENANT, in consideration of the covenants herein contained, hereby
covenant and agree as follows:

ARTICLE 1.00   DEFINITIONS

1.01 Definitions    In this Lease:

     (a)  "Minimum Annual Rent" means the amount payable by Tenant to Landlord
          in respect of each year of the Term under Article 4.01.

     (b)  "Article" means an article of this Lease.

     (c)  "Commencement Date" means the first day of the Term.

     (d)  "Exhibit A" means the plan(s) attached hereto as Exhibit A.

     (e)  "Exhibit B" means the provisions relating to Occupancy Costs and
          other matters attached hereto as Exhibit B.

     (f)  "Exhibit C" means the Rules and Regulations attached hereto as
          Exhibit C.

     (g)  "Exhibit D" means the Supplemental Terms and Conditions (if any)
          attached hereto as Exhibit "D".

     (h)  "Fiscal Year" means a twelve month period (all or part of which falls
          within the Term) from time to time determined by Landlord with
          concurrence of the appropriate taxation authorities, at the end of
          which Landlord's books are balanced for auditing or taxation purposes.

     (i)  "Goods and Services Tax" means all goods and services taxes, business
          transfer, multi-stage sales, sales, use, consumption, value added or
          other similar taxes of whatever name imposed upon the Landlord or the
          Tenant, the Government of Canada or by any provincial or local
          government.

     (j)  "Lease" means this Lease, Exhibits A, B, C and (if attached) D to
          this Lease, and every properly executed instrument which by its terms
          amends, modifies or supplements this Lease.

     (k)  "Occupancy Costs" means amounts payable by tenant to Landlord under
          Article 4.02.

     (l)  "Other Charges" means amounts payable to Landlord under Article 4.03.


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     (m)  "Premises" means 27,962 rentable square feet, more or less, on the
          13th floor of the Building as generally indicated on Exhibit A
          provided that Landlord shall have the right to change the location of
          the Premises to other comparable space in the Building, subject to
          reimbursing Tenant for any and all expenses reasonably incurred by
          Tenant in connection with such change including the cost of
          reconstruction of its leasehold improvements.

     (n)  "Rent" means the aggregate of all amounts payable by Tenant to
          Landlord under Articles 4.01, 4.02 and 4.03.

     (o)  "Term" means the period of time set out in Article 3.01.

ARTICLE 2.00 GRANT OF LEASE

2.01 GRANT Landlord hereby demises and leases the Premises to Tenant, and Tenant
     hereby leases and accepts the Premises from Landlord, to have and to hold
     during the Term, subject to the terms and conditions of this Lease.

2.02 QUIET ENJOYMENT Landlord covenants with Tenant, that Tenant, paying the
     Rent hereby reserved and performing the covenants herein on Tenant's part
     contained, shall and may peaceably possess and enjoy the Premises for the
     Term, without any interruption or disturbance from Landlord, or any other
     person or persons lawfully claiming by, from or under Landlord.

2.03 COVENANTS OF LANDLORD AND TENANT Landlord covenants to observe and perform
     all of the terms and conditions to be observed and performed by Landlord
     under this Lease. Tenant covenants to pay the Rent when due under this
     Lease, and to observe and perform all of the terms and conditions to be
     observed and performed by Tenant under this Lease.

ARTICLE 3.00 TERM AND POSSESSION

3.01 TERM Notwithstanding Articles 3.02 and 3.03, the Term of this Lease shall
     be five (5) years, beginning on the first day of the month of April, 2000,
     and ending on the last day of the month of March, 2005 unless terminated
     earlier as provided in this Lease.

ARTICLE 4.00 RENT AND OCCUPANCY COSTS

4.01 MINIMUM ANNUAL RENT Tenant shall pay to Landlord as Annual Rent for the
     Premises the sum of $503,316 in respect of each year of the Term, payable
     in advance and without notice in monthly instalments of $41,943.00 each on
     the Commencement Date and on the first day of each calendar month
     thereafter during the Term.

4.02 OCCUPANCY COSTS Tenant shall pay to Landlord, at the times and in the
     manner provided in Article 4.06, the Occupancy Costs determined under
     Exhibit B. See Page TWO-A

4.03 OTHER CHARGES Tenant shall pay to Landlord, at the times and in the manner
     provided in this Lease or, if not so provided, as reasonably required by
     Landlord, all amounts (other than those payable under Articles 4.01 and
     4.02) which are payable by Tenant to Landlord under this Lease.

4.04 PAYMENT OF RENT - GENERAL All amounts payable by Tenant to Landlord under
     this Lease shall be deemed to be Rent and shall be payable and recoverable
     as Rent in the manner herein provided, and Landlord shall have all rights
     against Tenant for default in any such payment as in the case of arrears of


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ARTICLE 4.02 - OCCUPANCY COSTS

4.02  (a)   The Lease will be completely net to the Landlord, and Tenant shall
            also pay, as Occupancy Costs, its proportionate share of the
            operating costs and real estate taxes for the Building as outlined
            in Exhibit "B" of this Lease; which estimated costs for 1999 are
            $15.15 per square foot of rentable area of the Premises.

      (b)   Tenant will pay its share of the Occupancy Costs from the
            Commencement Date in equal, consecutive monthly installments, in
            advance on the first day of each and every month throughout the term
            of the lease.



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      rent. Rent shall be paid to Landlord, without deduction or set-off, in
      lawful money of Canada, at the address of Landlord as set forth at the
      beginning of this Lease, or to such other person or at such other address
      as Landlord may from time to time designate. Tenant's obligation to pay
      Rent in arrears shall survive the expiration or earlier termination of
      this Lease.

4.05  MINIMUM ANNUAL RENT - EARLY TERMINATION   If the Term ends on a day other
      than the last day of a calendar month, the installment of Annual Rent
      payable on the first day of the last calendar month of the Term shall be
      that proportion of the Annual Rent which the number of days from the first
      day of such last calendar month to the last day of the Term bears to 365,
      or if such number of days includes the 29th day of February, 366.

4.06  PAYMENT - OCCUPANCY COSTS

      (a)   Prior to the Commencement Date and the beginning of each Fiscal Year
            thereafter, Landlord shall compute and deliver to Tenant a
            reasonable estimate of Occupancy Costs for the Appropriate Fiscal
            Year and without further notice Tenant shall pay to Landlord in
            monthly installments one-twelfth of such estimate simultaneously
            with Tenant's Payments of Annual Rent during such Fiscal Year.

      (b)   Unless delayed by causes beyond Landlord's reasonable control,
            Landlord shall deliver to Tenant within 120 days after the end of
            each Fiscal Year a written statement (the "Statement") setting out
            in reasonable detail the amount of Occupancy Costs for such Fiscal
            Year and certified to be correct by an officer of Landlord. If the
            aggregate of monthly installments of Occupancy Costs actually paid
            by Tenant to Landlord during such Fiscal Year differs from the
            amount of Occupancy Costs payable for such Fiscal Year under Article
            4.02, Tenant shall pay or Landlord shall refund the difference (as
            the case may be) without interest within 30 days after the date of
            delivery of the Statement.

      (c)   If Landlord and Tenant disagree on the amount of Occupancy Costs as
            set forth in the Statement, Tenant shall nevertheless make payment
            in accordance therewith, but the disagreement shall immediately be
            referred by Landlord for prompt decision by Landlord's external
            auditors, whose decision shall be final and binding on both Landlord
            and Tenant. Any adjustment required to any previous payment made by
            Tenant or Landlord by reason of any such decision shall be made
            within 14 days thereof, and the party required to make payment under
            such adjustment shall bear the costs of the auditors making such
            decision.

      (d)   Neither party may claim a re-adjustment in respect of Occupancy
            Costs for a Fiscal Year if based upon any error of computation or
            allocation except by notice delivered to the other party within six
            months after the delivery of the Statement.

ARTICLE 5.00      USE OF PREMISES

5.01  USE   The Premises shall be used and occupied only as business offices and
      classrooms for corporate software training or for such other purpose as
      Landlord may specifically approve.

5.02  COMPLIANCE WITH LAWS    The Premises shall be used and occupied in a safe,
      careful and proper manner so as not to contravene any present or future
      governmental or quasi-governmental laws, regulations or orders. If due
      solely to Tenant's use of the Premises, improvements are necessary to
      comply with any of the foregoing or with the requirements of insurance
      carriers, Tenant shall pay the entire cost thereof.

5.03  ABANDONMENT    Tenant shall not vacate or abandon the Premises at any time
      during the Term without Landlord's consent.

5.04  NUISANCE    Tenant shall not cause or maintain any nuisance in or about
      the Premises, and shall keep the Premises free of debris, rodents, vermin
      and anything of a dangerous, noxious or offensive nature or which could
      create a fire hazard (through undue load on electrical circuits or
      otherwise) or undue vibration, heat or noise.

ARTICLE 6.00      SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD

6.01  OPERATION OF BUILDING   During the Term Landlord shall operate and
      maintain the Building in accordance with all applicable laws and
      regulations with standards from time to time prevailing for first-class
      office buildings in the area in which the Building is located and, subject
      to participation by Tenant by payment of Occupancy Costs under Article
      4.02, shall provide the services set out in Articles 6.02 and 6.03.

6.02  SERVICES TO PREMISES    Landlord shall provide in the Premises:

      (a)   heat, ventilation and cooling as required for the comfortable use
            and occupancy of the Premises during normal business hours.


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        (b)     janitor services, including window washing, as reasonably
                required to keep the premises in a clean and wholesome
                condition, provided that Tenant shall leave the Premises in a
                reasonably tidy condition at the end of each business day,

        (c)     electric power for normal lighting and small business office
                equipment (but not equipment using amounts of power
                disproportionate to that used by other tenants in the Building),

        (d)     replacement of Building Standard fluorescent tubes, light bulbs
                and ballasts as required from time to time as a result of normal
                usage, and

        (e)     maintenance, repair and replacement as set out in Article 6.04.

6.03    BUILDING SERVICES       Landlord shall provide in the Building:

        (a)     domestic running water and necessary supplies in washrooms
                sufficient for the normal use thereof by occupants in the
                Building,

        (b)     access to and egress from the Premises, including elevator
                service,

        (c)     (i)     during normal business hours, heat, ventilation and
                        cooling in those areas of the Building from time to time
                        designated by Landlord for use by Tenant in common with
                        all tenants and other persons in the Building but under
                        the exclusive control of Landlord, and

                (ii)    lighting, electric power and domestic running water in
                        those areas of the Building from time to time designated
                        by Landlord for use by Tenant in common with all tenants
                        and other persons in the Building but under the
                        exclusive control of Landlord,

        (d)     a general directory board on which Tenant shall be entitled to
                have its name shown, provided that Landlord shall have exclusive
                control thereof and of the space thereon to be allocated to each
                tenant, and

        (e)     maintenance, repair and replacement as set out in Article 6.04.

6.04    MAINTENANCE, REPAIR AND REPLACEMENT     Landlord shall operate,
        maintain, repair and replace the systems, facilities and equipment
        necessary for the proper operation of the Building and for provision of
        Landlord's services under Articles 6.02 and 6.03 (except as such may be
        installed by or be the property of Tenant), and shall be responsible for
        and shall expeditiously maintain and repair the foundations, structure
        and roof of the Building and repair damage to the Building which
        Landlord is obligated to insure against under Article 9.00, provided
        that:

        (a)     if all or part of such systems, facilities and equipment are
                destroyed, damaged or impaired, Landlord shall have a reasonable
                time in which to complete the necessary repair or replacement,
                and during that time shall be required only to maintain such
                services as are reasonably possible in the circumstances,

        (b)     Landlord may temporarily discontinue such services or any of
                them at such times as may be necessary due to causes (except
                lack of funds) beyond the reasonable control of Landlord,

        (c)     Landlord shall use reasonable diligence in carrying out its
                obligations under this Article 6.04, but shall not be liable
                under any circumstances for any consequential damage to any
                person or property for any failure to do so,

        (d)     no reduction or discontinuance of such services under this
                Article 6.04(a) or (b) shall be construed as an eviction of
                Tenant or (except as specifically provided in this Lease)
                release Tenant from any obligation of Tenant under this Lease,
                and

        (e)     nothing contained herein shall derogate from the provisions of
                Article 16.00.

6.05    ADDITIONAL SERVICES

        (a)     If from time to time requested by Tenant and to the extent that
                it is reasonably able to do so, Landlord shall provide in the
                Premises services in addition to those set out in Article 6.02,
                provided that Tenant shall within ten days of receipt of any
                invoice for any such additional service pay Landlord therefor at
                such reasonable rates as Landlord may from time to time
                establish.

        (b)     Tenant shall not without Landlord's consent install in the
                Premises equipment (including telephone equipment) which
                generates sufficient heat to affect the temperature otherwise
                maintained in the Premises by the air conditioning system as
                normally operated. Landlord may install supplementary air
                conditioning units, facilities or services in the Premises, or
                modify its air conditioning system, as may in Landlord's
                reasonably opinion be required to maintain proper temperature
                levels, and Tenant shall pay Landlord within ten days of receipt
                of any invoice for the cost thereof, including installation,
                operation and maintenance expense.



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          (c)  If Landlord shall from time to time reasonably determine that the
               use of electricity or any other utility or service in the
               Premises is disproportionate to the use of other tenants,
               Landlord may separately charge Tenant for the excess costs
               attributable to such disproportionate use. At Landlord's request,
               Tenant shall install and maintain at Tenant's expense, metering
               devices for checking the use of any such utility or service in
               the Premises.

6.06      ALTERATIONS BY LANDLORD. Landlord may from time to time:

          (a)  make repairs, replacements, changes or additions to the
               structure, systems, facilities and equipment in the Premises
               where necessary to serve the Premises or other parts of the
               Building,

          (b)  make changes in or additions to any part of the Building not in
               or forming part of the Premises, and

          (c)  change or alter the location of those areas of the Building from
               time to time designated by Landlord for use during normal
               business hours by Tenant in common with all tenants and other
               persons in the Building but under the exclusive control of
               Landlord,

          provided that in doing so Landlord shall not disturb or interfere with
          Tenant's use of the Premises and operations of its business any more
          than is reasonably necessary in the circumstances and shall repair any
          damage to the Premises caused hereby.

6.07      ACCESS BY LANDLORD. Tenant shall permit Landlord to enter the Premises
          outside normal business hours, and during normal business hours where
          such will not unreasonably disturb or interfere with Tenant's use of
          the Premises and operations of its business, to examine, inspect and
          show the Premises to persons wishing to lease them, to provide
          services or make repairs, replacements, changes or alterations as set
          out in this Lease, and to take such steps as Landlord may deem
          necessary for the safety, improvement or preservation of the Premises
          or the Building. Landlord shall whenever reasonably possible consult
          with or give reasonable notice to Tenant prior to such entry, but no
          such entry shall constitute an eviction or entitle Tenant to any
          abatement of Rent.

6.08      ENERGY, CONSERVATION AND SECURITY POLICIES. Landlord shall be deemed
          to have observed and performed the terms and conditions to be
          performed by Landlord under this Lease, including those relating to
          the provision of utilities and services, if in so doing it acts in
          accordance with a directive, policy or request of a governmental or
          quasi-governmental authority serving the public interest in the fields
          of energy, conservation or security.

ARTICLE 7.00  MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANT

7.01      CONDITIONS OF PREMISES. Except to the extent that Landlord is
          specifically responsible therefor under this Lease, Tenant shall
          maintain the Premises and all improvements therein in good order and
          condition, including:

          (a)  repainting and redecorating the Premises and cleaning drapes and
               carpets at reasonable intervals as needed, and

          (b)  making repairs, replacements and alterations as needed, including
               those necessary to comply with the requirements of any
               governmental or quasi-governmental authority having jurisdiction.

7.02      FAILURE TO MAINTAIN PREMISES. If Tenant fails to perform any
          obligation under Article 7.01, then on not less than ten days notice
          to Tenant Landlord may enter the Premises and perform such obligations
          without liability to Tenant for any loss or damage to Tenant thereby
          incurred, and Tenant shall pay Landlord the cost thereof, plus 20% of
          such cost for overhead and supervision, within ten days of receipt of
          Landlord's invoice therefor.

7.03      ALTERATIONS BY TENANT. Tenant may from time to time at its own expense
          make changes, additions and improvements in the Premises to better
          adapt the same to its business, provided that any such change,
          addition or improvement shall:

          (a)  comply with the requirements of any governmental or
               quasi-governmental authority having jurisdiction,

          (b)  be made only with the prior consent of Landlord,

          (c)  equal or exceed the then current standard for the Building, and

          (d)  be carried out only by persons selected by Tenant and approved by
               Landlord, who shall if required by Landlord deliver to Landlord
               before commencement of the work performance and payment bonds as
               well as proof of workers' compensation and public liability and
               property damage insurance coverage.

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               with Landlord named as an additional insured, in amounts, with
               companies, and in form reasonably satisfactory to Landlord, which
               shall remain in effect during the entire period in which the work
               will be carried out.

          Any increase in property taxes on or fire or casualty insurance
          premiums for the Building attributable to such change, addition or
          improvement shall be borne by Tenant.

7.04      TRADE FIXTURES AND PERSONAL PROPERTY    Tenant may install in the
          Premises its usual trade fixtures and personal property in a proper
          manner, provided that no such installation shall interfere with or
          damage the mechanical or electrical systems of the structure of the
          Building. If Tenant is not then in default hereunder, trade fixtures
          and personal property installed in the Premises by Tenant may be
          removed from the Premises:

          (a)  from time to time in the ordinary course of Tenant's business or
               in the course of reconstruction, renovation, or alteration of the
               Premises by Tenant, and

          (b)  during a reasonable period prior to the expiration of the Term.

          provided that Tenant promptly repairs at its own expense any damage
          to the Premises resulting from such installation or removal.

7.05      CONSTRUCTION LIENS    Tenant shall pay before delinquency all costs
          for work done or caused to done by Tenant in the Premises which could
          result in any lien or encumbrance on Landlord's interest in the Land
          or Building or any part thereof, shall keep the title to the Land and
          Building and every part thereof free and clear of any lien or
          encumbrance in respect of such work, and shall indemnify and hold
          harmless Landlord against any claim, loss, cost, demand and legal or
          other expense, whether in respect of any lien or otherwise, arising
          out of the supply of material, services or labour for such work.
          Tenant shall immediately notify Landlord of any such lien, claim of
          lien or other action of which it has or reasonably should have
          knowledge and which affects the title to the Land or Building or any
          part thereof, and shall cause the same to be removed within five days
          (or such additional time as Landlord may approve), failing which
          Landlord may take such action as Landlord deems necessary to remove
          the same and the entire cost thereof shall be immediately due and
          payable by Tenant to Landlord.

7.06      SIGNS    Any sign, lettering or design of Tenant which is visible
          from the exterior of the Premises shall be subject to approval by
          Landlord, and shall conform to the uniform pattern of identification
          signs for tenants in the Building as prescribed by Landlord. Tenant
          shall not inscribe or affix any sign, lettering or design in the
          Premises or Building which is visible from the exterior of the
          Building.

ARTICLE 8.00    TAXES

8.01      LANDLORD'S TAXES    Landlord shall pay before delinquency (subject to
          participation by Tenant by payment of Occupancy Costs under Article
          4.02) every real estate tax, assessment, licence fee and other
          charge, excepting Tenant's Taxes under Article 8.02, which is
          imposed, levied, assessed or charged by any governmental or
          quasi-governmental authority having jurisdiction and which is payable
          in respect of the Term upon or on account of the Land or Building.

8.02      TENANT'S TAXES    Tenant shall pay before delinquency every tax,
          assessment, licence fee, excise fee and other charge, however
          described, which is imposed, levied, assessed or charged by any
          governmental or quasi-governmental authority having jurisdiction and
          which is payable in respect of the Term upon or on account of:

          (a)  operations at, occupancy of, or conduct of business in or from
               the Premises by or with the permission of Tenant.

          (b)  fixtures or personal property in the Premises which do not
               belong to the Landlord, and

          (c)  the Rent paid or payable by Tenant to Landlord for the Premises
               or for the use and occupancy of all or any part thereof if levied
               upon and payable by Tenant:

          provided that if Landlord so elects by notice to Tenant, Tenant shall
          add any amounts payable under this Article 8.02 to the monthly
          installments of Annual rent payable under Article 4.01 and Landlord
          shall remit such amounts to the appropriate authorities.

8.03      RIGHT TO CONTEST    Landlord and Tenant shall each have the right to
          contest in good faith the validity or amount of any tax, assessment,
          licence fee, excise fee or other charge which it is responsible to
          pay under this Article 8.00, provided that no contest by Tenant may
          involve the possibility of forfeiture, sale or disturbance of
          Landlord's interest in the Premises and that upon the final
          determination of any contest by Tenant, Tenant shall immediately pay
          and satisfy the amount found to be due, together with any costs,
          penalties and interest.

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ARTICLE 9.00     INSURANCE

9.01    LANDLORD'S INSURANCE. During the Term, Landlord shall maintain at its
        own expense (subject to participation by Tenant by payment of Occupancy
        Costs under Article 4.02) liability insurance, fire insurance with
        extended coverage, boiler and pressure vessel insurance, and other
        insurance on the Building and all property and interest of Landlord in
        the Building with coverage and in amounts not less than those which are
        from time to time acceptable to a prudent owner in the area in which the
        Building is located. Policies for such insurance shall waive, to the
        extent available from Landlord's carrier(s) without additional charge,
        any right of subrogation against Tenant.

9.02    TENANT'S INSURANCE. During the Term, Tenant shall maintain at its own
        expense:

        (a)  fire insurance with extended coverage and water damage insurance in
             amounts sufficient to fully cover Tenant's improvements and all
             property in the Premises which is not owned by Landlord, and

        (b)  liability insurance, with Landlord named as an additional insured,
             against claims for death, personal injury and property damage in or
             about the Premises, in amounts which are from time to time
             acceptable to a prudent tenant in the community in which the
             Building is located, but not less than $1,000,000 for death,
             illness or injury to one or more persons, and $1,000,000 for
             property damage, in respect of each occurrence.

        Policies for such insurance shall be in a form and with an insurer
        reasonably acceptable to Landlord, shall require at least fifteen days'
        written notice to Landlord of termination or material alteration during
        the Term, and shall waive, to the extent available, any right of
        subrogation against Landlord. If requested by Landlord, Tenant shall
        from time to time promptly deliver to Landlord certified copies or
        certificates of such policies, and evidence satisfactory to Landlord
        that all premiums thereon have been paid and the policies are in full
        force and effect.

ARTICLE 10.00    INJURY TO PERSON OR PROPERTY

10.01   INDEMNITY BY TENANT. Tenant shall indemnify and hold harmless Landlord
        from and against every demand, claim, cause of action, judgment and
        expense, and all loss and damage arising from:

        (a)  any injury or damage to the person or property of Tenant, any other
             tenant in the Building or to any other person rightfully in the
             Building, where the injury or damage is caused by negligence or
             misconduct of Tenant, its agents, servants or employees, or of any
             other person entering upon the Premises under express or implied
             invitation of Tenant, or results from the violation of any law,
             ordinance or governmental order of any kind or of any provision of
             this Lease by any of the foregoing.

        (b)  any loss or damage, however caused, to books, records, files,
             money, securities, negotiable instruments or papers in or about the
             Premises.

        (c)  any loss or damage resulting from interference with or obstruction
             of deliveries to or from the Premises, and

        (d)  any injury or damage not specified above to the person or property
             of Tenant, its agents, servants or employees, or any other person
             entering upon the Premises under express or implied invitation of
             Tenant, where the injury or damage is caused by any reason other
             than the negligence or misconduct of Landlord, its agents,
             servants, or employees.

10.02   SUBROGATION. The provisions of this Article 10.00 are subject to the
        waiver of any right of subrogation against Tenant in Landlord's
        Insurance under Article 9.01 and to the waiver of any right of
        subrogation against Landlord in Tenant's Insurance under Article 9.02 to
        the extent of the insurance proceeds.

ARTICLE 11.00    ASSIGNMENT AND SUBLETTING

11.01   ASSIGNMENT. Tenant may assign this lease:

        (a)  to an assignee who is a purchaser of all or substantially all of
             the business of the Tenant that is conducted in the Premises, a
             parent or wholly owned subsidiary company of Tenant, a company
             which results from the reconstruction, consolidation, amalgamation
             or merger of Tenant, or a partnership in which Tenant (or not less
             than one-half of the principals thereof) has a substantial
             interest, or

        (b)  with Landlord's prior consent and subject to Article 11.03, to any
             other assignee.

11.02   SUBLEASING. Tenant, with Landlord's prior consent and subject to Article
        11.03, may sublet all or any part of the Premises.


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11.03     FIRST OFFER TO LANDLORD    If Tenant receives a bona fide arms' length
          offer from a proposed assignee to take an assignment of this Lease
          which Tenant wishes to accept, Tenant shall first deliver a copy
          thereof to Landlord together with an offer to surrender this Lease to
          Landlord on the same terms and conditions as those offered by such
          proposed assignee. If Tenant receives a bona fide arms' length offer
          from a proposed sublessee to sublet all or part of the Premises which
          Tenant wishes to accept, Tenant shall first deliver a copy thereof to
          Landlord together with an offer to sublet the Premises or part thereof
          (as the case may be) to Landlord on the same terms and conditions as
          those offered by such proposed sublessee. Any such offer to Landlord
          shall be deemed to have been rejected unless, within ten business days
          after receipt thereof, Landlord delivers to Tenant a notice of
          acceptance thereof. If any such offer to Landlord is rejected or
          deemed to have been rejected, Tenant may, with the consent of
          Landlord, assign this Lease to such proposed assignee or sublet the
          Premises or part thereof to such proposed sublessee (as the case may
          be) but only on the terms and conditions offered to Landlord.

11.04     LIMITATION    Except as specifically provided in this Article 11.00,
          Tenant shall not assign or transfer this Lease or any interest therein
          or in any way part with possession of all or any part of the Premises,
          or permit all or any part of the Premises to be used or occupied by
          any other person. Any assignment, transfer or subletting or purported
          assignment, transfer or subletting except as specifically provided
          herein shall be null and void and of no force or effect. The rights
          and interests of Tenant under this Lease shall not be assignable by
          operation of law without Landlord's written consent, which consent may
          be withheld in Landlord's absolute discretion.

11.05     TENANT'S OBLIGATIONS CONTINUE    No assignment, transfer or subletting
          (or use or occupation of the Premises by any other person) which is
          permitted under this Article 11.00 shall in any way release or relieve
          Tenant of its obligations under this Lease unless such release or
          relief is specifically granted by Landlord to Tenant in writing.

11.06     SUBSEQUENT ASSIGNMENTS    Landlord's consent to an assignment,
          transfer or subletting (or use or occupation of the Premises by any
          other person) shall not be deemed to be a consent to any subsequent
          assignment, transfer, subletting, use or occupation.


ARTICLE 12.00    SURRENDER

12.01     POSSESSION    Upon the expiration or other termination of the Term,
          Tenant shall immediately quit and surrender possession of the Premises
          in substantially the condition in which Tenant is required to maintain
          the Premises excepting only reasonable wear and tear and damage
          covered by Landlord's insurance under Article 9.01. Upon such
          surrender, all right, title and interest of Tenant in the Premises
          shall cease.

12.02     TRADE FIXTURES, PERSONAL PROPERTY AND IMPROVEMENTS    Subject to
          Tenant's rights under Article 7.04, after the expiration or other
          termination of the Term all of Tenant's trade fixtures, personal
          property and improvements remaining in the Premises shall be deemed
          conclusively to have been abandoned by Tenant and may be appropriated,
          sold, destroyed or otherwise disposed of by Landlord without notice or
          obligation to compensate Tenant or to account therefor, and Tenant
          shall pay to Landlord on demand all costs incurred by Landlord in
          connection therewith.

12.03     MERGER    The voluntary or other surrender of this Lease by Tenant or
          the cancellation of this Lease by mutual agreement of Tenant and
          Landlord shall not work a merger, and shall at Landlord's option
          terminate all or any subleases and subtenancies or operates as an
          assignment to Landlord of all or any subleases or subtenancies.
          Landlord's option hereunder shall be exercised by notice to Tenant and
          all known sublessees or subtenants in the Premises or any part
          thereof.

12.04     PAYMENT AFTER TERMINATION    No payment of money by Tenant to Landlord
          after the expiration or other termination of the Term or after the
          giving of any notice (other than a demand for payment of money) by
          Landlord to Tenant, shall reinstate, continue or extend the Term or
          make ineffective any notice given to Tenant prior to the payment of
          such money. After the service of notice or the commencement of a suit,
          or after final judgment granting Landlord possession of the Premises,
          Landlord may receive and collect any sums of Rent due under this
          Lease, and the payment thereof shall not make ineffective any notice,
          or in any manner affect any pending suit or any judgment theretofore
          obtained.

ARTICLE 13.00    HOLDING OVER

13.01     MONTH-TO-MONTH TENANCY    If with Landlord's consent Tenant remains in
          possession of the Premises after the expiration or other termination
          of the Term except pursuant to any right to extend the Term, Tenant
          shall be deemed to be occupying the Premises on a month-to-month
          tenancy only, at a monthly

                                     EIGHT
<PAGE>   10
        rental equal to the Rent as determined in accordance with Article 4.00
        or such other rental as is stated in such consent, and such
        month-to-month tenancy may be terminated by Landlord or Tenant on the
        last day of any calendar month by delivery of at least 30 days' advance
        notice of termination to the other.

13.02   TENANCY AT SUFFERANCE  If without Landlord's consent Tenant remains in
        possession of the Premises after the expiration or other termination of
        the Term, Tenant shall be deemed to be occupying the Premises upon a
        tenancy at sufferance only, at a monthly rental equal to two times the
        Rent determined in accordance with Article 4.00. Such tenancy at
        sufferance may be terminated by Landlord at any time by notice of
        termination to Tenant, and by Tenant on the last day of any calendar
        month by at least 30 days' advance notice of termination to Landlord.

13.03   GENERAL  Any month-to-month tenancy or tenancy at sufferance hereunder
        shall be subject to all other terms and conditions of this Lease except
        any right to extend the Term and nothing contained in this Article
        13.00 shall be construed to limit or impair any of Landlord's rights of
        re-entry or eviction or constitute a waiver thereof.

ARTICLE 14.00  RULES AND REGULATIONS

14.01   PURPOSE  The Rules and Regulations in Exhibit C have been adopted by
        Landlord for the safety, care and cleanliness of the Building and the
        safety, benefit and convenience of all tenants and other persons
        therein.

14.02   OBSERVANCE  Tenant shall at all times comply with, and shall cause its
        employees, agents, licensees and invitees to comply with, the Rules and
        Regulations from time to time in effect.

14.03   MODIFICATION  Landlord may from time to time, for the purposes set out
        in Article 14.01, amend, delete from, or add to the Rules and
        Regulations, provided that any such modification:

        (a)  shall not be repugnant to any other provision of this Lease.

        (b)  shall be reasonable and have general application to all tenants in
             the Building, and

        (c)  shall be effective only upon delivery of a copy thereof to Tenant
             at the Premises.

14.04   NON-COMPLIANCE  Landlord shall use its best efforts to secure
        compliance by all tenants and other persons with the Rules and
        Regulations from time to time in effect, but shall not be responsible
        to Tenant for failure of any person to comply with such Rules and
        Regulations.

ARTICLE 15.00  EXPROPRIATION

15.01   TAKING OF BUILDING OR PREMISES  If during the Term all of the Building
        or all of the Premises shall be taken for any public or quasi-public
        use under any power of expropriation, or purchased under threat of such
        taking, this Lease shall terminate on the date on which the
        expropriating authority takes possession of the Building or the
        Premises, as the case may be, (herein called the "date of taking").

15.02   PARTIAL TAKING OF BUILDING OR PREMISES  If during the Term only part of
        the Building or the Premises is taken or purchased as set out in
        Article 15.01, then

        (a)  If in the reasonable opinion of Landlord a substantial alteration
             or reconstruction of the Building is necessary or desirable as a
             result thereof, whether or not the Premises are or may be affected,
             Landlord shall have the right to terminate this Lease by giving
             Tenant at least 30 days' notice of such termination, and

        (b)  if more than one-third of the number of Square Feet in the Premises
             is included in such taking or purchase, Landlord and Tenant shall
             each have the right to terminate this Lease by giving the other at
             least 30 days' notice thereof.

        If either party exercises its right of termination hereunder, this
        Lease shall terminate on the date stated in the first such notice,
        provided, however, that no termination pursuant to notice hereunder may
        occur later than the date of taking.

15.03   SURRENDER  On any date of termination under Article 15.01 or 15.02,
        Tenant shall immediately surrender to Landlord the Premises and all
        interests therein under this Lease and Landlord may re-enter and take
        possession of the Premises and remove Tenant therefrom, and the Rent
        shall abate on the date of termination. After the notice of such
        termination, and on notice from Landlord stating the Rent payable to
        the effective date thereof, Tenant shall forthwith pay Landlord such
        Rent.

                                      NINE
<PAGE>   11
15.04   PARTIAL TAKING OF PREMISES  If any portion of the Premises (but less
        than the whole thereof) is so taken or purchased, and no right of
        termination herein conferred is exercised within the time limited
        therefor, the Term of this Lease shall expire with respect to such
        portion on the date of taking. In such event the Rent payable hereunder
        with respect to such portion shall abate on such date, and the Rent
        thereafter payable with respect to the remainder shall be adjusted pro
        rata by Landlord to account for the resulting reduction in the number of
        Square Feet in the Premises.

15.05   AWARDS  Upon any such taking or purchase, Landlord shall be entitled to
        receive and retain the entire award or consideration for the affected
        land and improvements, and Tenant shall not have nor advance any claim
        against Landlord for the value of its property or its leasehold estate
        or the unexpired Term of the Lease, or for costs of removal or
        relocation, or business interruption expense of any other damage arising
        out of such taking or purchase. Nothing herein shall give Landlord any
        interest in or preclude Tenant from seeking and recovering on its own
        account from the expropriating authority any award or compensation
        attributable to the taking or purchase of Tenant's improvements,
        chattels or trade fixtures, or the removal or relocation of its business
        and effects, or the interruption of its business. If any such award
        made or compensation paid to either party specifically includes an award
        or amount for the other, the party first receiving the same shall
        promptly account therefor to the other.

ARTICLE 16.00 DAMAGE BY FIRE OR OTHER CASUALTY

16.01   LIMITED DAMAGE TO PREMISES  If all or part of the Premises are rendered
        untenantable by damage from fire or other casualty which, in the
        reasonable opinion of an architect acceptable to Landlord and Tenant,
        can be substantially repaired under applicable laws and governmental
        regulations within 180 days from the date of such casualty (employing
        normal construction methods without overtime or other premium).
        Landlord shall forthwith at its own expense repair such damage other
        than damage to improvements, furniture, chattels or trade fixtures which
        do not belong to Landlord.

16.02   MAJOR DAMAGE TO PREMISES  If all or part of the Premises are rendered
        untenantable by damage from fire or other casualty which, in the
        reasonable opinion of an architect acceptable to Landlord and Tenant,
        cannot be substantially repaired under applicable laws and governmental
        regulations within 180 days from the date of such casualty (employing
        normal construction methods without overtime or other premium), then
        either Landlord or Tenant may elect to terminate this Lease as of the
        date of such casualty by notice delivered to the other not more than 10
        days after receipt of such Architect's opinion, failing which Landlord
        shall forthwith at its own expense repair such damage other than damage
        to improvements, furniture, chattels or trade fixtures which do not
        belong to Landlord.

16.03   ABATEMENT  If Landlord is required to repair damage to all or part of
        the Premises under Article 16.01 or 16.02 the Rent payable by Tenant
        hereunder shall be proportionately reduced to the extent that, by the
        circumstances referred to in Article 16.01 or 16.02, the Premises are
        rendered unusable by Tenant in its business, from the date of such
        casualty until five days after completion by Landlord of the repairs to
        the Premises (or the part thereof rendered untenantable) or until Tenant
        again uses the Premises (or the part thereof rendered untenantable) in
        its business, whichever first occurs.

16.04   MAJOR DAMAGE TO BUILDING  If all or a substantial part (whether or not
        including the Premises) of the Building is rendered untenantable by
        damage from fire or other casualty to such a material extent that in the
        reasonable opinion of Landlord the Building must be totally or partially
        demolished, whether or not to be reconstructed in whole or in part,
        Landlord may elect to terminate this Lease as of the date of such
        casualty (or on the date of notice if the Premises are unaffected by
        such casualty) by notice delivered to Tenant not more than 60 days after
        the date of such casualty.

16.05   LIMITATION ON LANDLORD'S LIABILITY  Except as specifically provided in
        this Article 16.00, there shall be no reduction of Rent and Landlord
        shall have no liability to Tenant by reason of any injury to or
        interference with Tenant's business or property arising from fire or
        other casualty, howsoever caused, or from the making of any repairs
        resulting therefrom in or to any portion of the Building or the
        Premises. Notwithstanding anything contained herein, Rent payable by
        Tenant hereunder shall not be abated if the damage is caused by any act
        or omission of Tenant, its agents, servants or employees.

ARTICLE 17.00 TRANSFERS BY LANDLORD

17.01   SALE, CONVEYANCE AND ASSIGNMENT  Nothing in this Lease shall restrict
        the right of Landlord to sell, convey, assign or otherwise deal with the
        Building, subject only to the rights of Tenant under this Lease.


                                     TEN
<PAGE>   12
17.02   EFFECT OF SALE, CONVEYANCE OR ASSIGNMENT  A bona fide, arms' length
        conveyance, assignment or other transfer of the Building to any person
        (herein called "Purchaser") shall operate to release Landlord from
        liability from and after the effective date thereof upon all of the
        covenants, terms and conditions of this Lease, express or implied,
        except as such may relate to the period prior to such effective date,
        and Tenant shall thereafter look solely to Landlord's successor in
        interest in and to this Lease. This Lease shall not be affected by any
        such conveyance, assignment or other transfer and, subject to Article
        17.05, Tenant shall attorn to Landlord's successor in interest
        thereunder.

17.03   SUBORDINATION  This Lease is and shall be subject and subordinate in
        all respects to any and all mortgages and deeds of trust now or
        hereafter placed on the Building or Land, and to all renewals,
        modifications, consolidations, replacements and extensions thereof.

17.04   ATTORNMENT  Subject to Article 17.05, if the interest of Landlord is
        transferred to any Purchaser by reason of foreclosure or other
        proceedings for enforcement of any such mortgage or deed of trust, or
        by delivery of a deed in lieu of such foreclosure or other proceedings,
        Tenant shall immediately and automatically attorn to Purchaser.

17.05   NONDISTURBANCE  No attornment by Tenant under Article 17.02 or 17.04
        shall be effective unless, before the date of transfer to Purchaser,
        Purchaser delivers to Tenant an undertaking, binding upon Purchaser and
        enforceable by and for the benefit of Tenant under applicable law, that
        this Lease and Tenant's rights hereunder shall continue undisturbed
        while Tenant is not in default hereunder.

17.06   EFFECT OF ATTORNMENT  Upon attornment under Article 17.02 or 17.04 this
        Lease shall continue in full force and effect as a direct lease between
        Purchaser and Tenant, upon all of the terms, conditions and covenants
        set forth in this Lease except that, after such attornment, Purchaser
        shall not be:

        (a)  liable for any act or omission of Landlord, or

        (b)  subject to any offsets or defences which Tenant might have against
             Landlord, or

        (c)  bound by any prepayment by Tenant of more than one month's
             installment of Rent, unless such prepayment shall have been
             approved in writing by Purchaser.

17.07   EXECUTION OF INSTRUMENTS  The subordination and attornment provisions
        of this Article 17.00 shall be self-operating and except as set out in
        Article 17.05 no further instrument shall be required. Nevertheless
        Tenant, on request by and without cost to Landlord or any successor in
        interest, shall execute and deliver any and all instruments further
        evidencing such subordination and (where applicable hereunder)
        attornment.

ARTICLE 18.00  NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR ACTION

18.01   NOTICES  Any notice, offer, consent, approval, request, demand,
        designation, undertaking or election (herein called a "notice") from
        one party to the other hereunder shall be in writing and shall be
        deemed duly served if delivered personally to a responsible employee of
        the party being served, or if mailed by registered or certified mail
        addressed to Tenant at the Premises (whether or not Tenant has departed
        from, vacated or abandoned the same) or to Landlord at the place from
        time to time established for the payment of Rent. Any notice shall be
        deemed to have been given at the time of personal delivery or, if
        mailed, on the date of its receipt as shown on the official
        Acknowledgement of Receipt form received by the party who mailed such
        notice. Either party shall have the right to designate by notice, in
        the manner above set forth, a different address to which notices are to
        be mailed.

18.02   ACKNOWLEDGEMENTS  Each of the parties hereto shall at any time and from
        time to time upon not less than 21 days prior notice from the other
        execute, acknowledge and deliver a written statement certifying that:

        (a)  this Lease is in full force and effect, subject only to such
             modifications (if any) as may be set out therein,

        (b)  Tenant is in possession of the Premisses and paying Rent as
             provided in this Lease,

        (c)  the date (if any) to which Rent is paid in advance, and

        (d)  that there is not, to such party's knowledge, any uncured default
             on the part of the other party hereunder, or specifying the
             defaults if any are claimed.

        Any such statement may be relied upon by any prospective transferee or
        encumbrancer of all or any portion of the Building, or any assignee of
        any such person. If Tenant fails to deliver such statement within the
        said period of 21 days Tenant shall be deemed to have acknowledged that
        this Lease is in full force and effect.


                                     ELEVEN
<PAGE>   13
          without modification except as may be represented by Landlord, and
          that there is no uncured default in Landlord's performance.

18.03     AUTHORITIES FOR ACTION    Landlord may act in any matter provided for
          herein by its Property manager and any other person who shall from
          time to time be designated by Landlord by notice to Tenant. Tenant
          shall designate in writing one or more persons to act on its behalf in
          any matter provided for herein and may from time to time change, by
          notice to Landlord, such designation. In the absence of any such
          designation, the person or persons executing this Lease for Tenant
          shall be deemed to be authorized to act on behalf of Tenant in any
          matter provided for herein.

ARTICLE 19.00  DEFAULT

19.01     INTEREST AND COSTS    Tenant shall pay monthly to Landlord interest at
          the rate per annum (calculated monthly not in advance) which is equal
          to the minimum commercial lending rate offered to its customers from
          time to time by the Canadian chartered bank with which Landlord
          conducts its banking business, plus three percent (3%) per annum, on
          all Rent required to be paid hereunder from the due date for payment
          thereof until the same is fully paid and satisfied. Tenant shall
          indemnify Landlord against all costs and charges (including legal
          fees) lawfully and reasonably incurred in enforcing payment thereof,
          and in obtaining possession of the Premises after default of Tenant or
          upon the expiration or earlier termination of the Term of this Lease,
          or in enforcing any covenant, proviso or agreement of Tenant herein
          contained.


19.02     RIGHT OF LANDLORD TO PERFORM COVENANTS    All covenants and agreements
          to be performed by Tenant under any of the terms of this Lease shall
          be performed by Tenant, at Tenant's sole cost and expense, and without
          any abatement of Rent. If Tenant shall fail to perform any act on its
          part to be performed hereunder, and such failure shall continue for 10
          days after notice thereof from Landlord, Landlord may (but shall not
          be obligated to) perform such act without waiving or releasing Tenant
          from any of its obligations relating thereto. All sums paid and costs
          incurred by Landlord in so performing such acts under this Article
          19.02, together with interest thereon at the rate referred to in
          Article 19.01 from the date each such payment was made or each such
          cost incurred by Landlord, shall be payable by Tenant to Landlord on
          demand.

19.03     EVENTS OF DEFAULT    If and whenever:

          (a)  part or all of the Rent hereby reserved is not paid when due, and
               such default continues for seven days after notice thereof is
               given by Landlord to Tenant, or

          (b)  Tenant shall make any assignment for the benefit of creditors
               which shall not be cancelled or annulled within sixty (60) days,
               or shall have a receiving order made against it whether in
               bankruptcy or otherwise which shall not be cancelled or annulled
               within sixty (60) days, or if Tenant shall file a proposal for
               the benefit of its creditors, or if the Term hereby granted shall
               be at any time seized or taken in execution or attachment by any
               creditor of Tenant and not released within sixty (60) days, or

          (c)  Tenant moves or commences, attempts or threatens to move its
               goods, chattels and equipment out of the Premises (other than in
               the normal course of its business) or ceases to conduct business
               from the Premises, or

          (d)  Tenant fails to observe, perform and keep each and every one of
               the covenants, agreements, provisions, stipulations and
               conditions herein contained to be observed, performed and kept by
               Tenant (other than payment of Rent) and persists in such failure
               after 10 days notice by Landlord requiring that Tenant remedy,
               correct, desist or comply (or if any such breach would reasonably
               require more than 10 days to rectify, Tenant fails to commence
               rectification within the 10 day notice period and to thereafter
               promptly and effectively and continuously proceed with the
               rectification of the breach).

          then and in any of such cases, at the option of Landlord, the full
          amount of the current month's and the next ensuing three months'
          installments of Annual Rent shall immediately become due and payable
          and Landlord may immediately distrain for the same, together with any
          arrears then unpaid; and Landlord may without notice or any form or
          legal process forthwith re-enter upon and take possession of the
          Premises or any part thereof in the name of the whole and remove and
          sell Tenant's goods, chattels and trade fixtures therefrom, any rule
          of law or equity to the contrary notwithstanding; and Landlord may
          seize and sell such goods, chattels and equipment of Tenant as are in
          the Premises and may apply the proceeds thereof to all Rent and other
          payments to which Landlord is then entitled under this Lease. Any such
          sale may be effected in the discretion of Landlord by public auction
          or otherwise, and either in bulk or by individual item, or partly by
          one means and partly by another, all as Landlord in its entire
          discretion may decide. If any of Tenant's property is disposed of as
          provided in this Article 19.03, 10 days prior notice to Tenant of
          disposition shall be deemed to be reasonable.

                                     TWELVE
<PAGE>   14

19.04     WAIVER OF EXEMPTION AND REDEMPTION  Notwithstanding anything contained
          in any statute now or hereafter in force limiting or abrogating the
          right of distress, none of Tenant's goods, chattels or trade fixtures
          on the Premises at any time during the continuance of the Term shall
          be exempt from levy by distress for Rent in arrears, and upon any
          claim being made for such exemption by Tenant or on distress being
          made by Landlord this agreement may be pleaded as an estoppel against
          Tenant in any action brought to test the right to the levying upon any
          such goods as are named as exempted in any such statute, Tenant hereby
          waiving all and every benefit that could or might have accrued to
          Tenant under and by virtue of any such statute but for this Lease.
          Tenant hereby expressly waives any and all rights of redemption
          granted by or under any present or future laws in the event of Tenant
          being evicted or dispossessed for any cause, or in the event of
          Landlord obtaining possession of the Premises, by reason of the
          violation by Tenant of any of the terms or conditions of this Lease or
          otherwise.

19.05     SURRENDER  If and whenever Landlord is entitled to and does re-enter,
          Landlord may terminate this Lease by giving notice thereof, and in
          such event Tenant shall forthwith vacate and surrender the Premises.

19.06     PAYMENTS  If Landlord shall re-enter pursuant to Article 19.03 or if
          this Lease shall be terminated pursuant to Article 19.05, Tenant
          shall pay to Landlord on demand:

          (a)  Rent up to the time of re-entry or termination, whichever shall
               be the later, plus accelerated rent as herein provided, and

          (b)  all expenses incurred by Landlord in performing any of Tenant's
               obligations under this Lease, re-entering or terminating and
               re-letting, collecting sums due or payable by Tenant, realizing
               upon assets seized (including brokerage, legal fees and
               disbursements), and the expense of keeping the Premises in good
               order, repairing the same and preparing them for re-letting, and

          (c)  as damages for the loss of income of Landlord expected to be
               derived from the Premises, the amount (if any) by which the Rent
               which would have been payable under this Lease exceeds the
               payments (if any) received by Landlord from other tenants in the
               Premises, payable on the first day of each month during the
               period which would have constituted the unexpired portion of the
               Term had it not been terminated, or if elected by Landlord by
               notice to Tenant at or after re-entry or termination, a lump sum
               amount equal to the Rent which would have been payable under
               this Lease from the date of such election during the period
               which would have constituted the unexpired portion of the Term
               had it not been terminated, reduced by the rental value of the
               Premises for the same period, established by reference to the
               terms and conditions upon which Landlord re-lets them if such
               re-letting is accomplished within a reasonable period after
               termination, and otherwise established by reference to all
               market and other relevant circumstances; Rent and rental value
               being reduced to present worth at an assumed interest rate of
               10% on the basis of Landlord's estimates and assumptions of fact
               which shall govern unless shown to be erroneous.

19.07     REMEDIES CUMULATIVE  No reference to or exercise of any specific
          right or remedy by Landlord shall prejudice or preclude Landlord from
          exercising or invoking any other remedy in respect thereof, whether
          allowed at law or in equity or expressly provided for herein. No such
          remedy shall be exclusive or dependent upon any other such remedy,
          but Landlord may from time to time exercise any one or more of such
          remedies independently or in combination.

ARTICLE 20.00  MISCELLANEOUS

20.01     RELATIONSHIP OF PARTIES  Nothing contained in this Lease shall create
          any relationship between the parties hereto other than that of
          landlord and tenant, and it is acknowledged and agreed that Landlord
          does not in any way or for any purpose become a partner of Tenant in
          the conduct of its business, or a joint venturer or a member of a
          joint or common enterprise with Tenant.

20.02     CONSENT NOT UNREASONABLY WITHHELD  Except as otherwise specifically
          provided, whenever consent or approval of Landlord or Tenant is
          required under the terms of this Lease, such consent or approval
          shall not be unreasonably withheld or delayed. Tenant's sole remedy
          if Landlord unreasonably withholds or delays consent or approval
          shall be an action for specific performance, and Landlord shall not
          be liable for damages. If either party withholds any consent or
          approval, such party shall on request deliver to the other party a
          written statement giving the reasons therefor.

20.03     NAME OF BUILDING  Landlord shall have the right, after 30 days notice
          to Tenant, to change the name, number or designation of the Building,
          without liability to Tenant.

20.04     APPLICABLE LAW AND CONSTRUCTION  This Lease shall be governed by and
          construed under the laws of the Province of Ontario, and its
          provisions shall be construed as a whole according to their common
          meaning and not strictly for or against Landlord or Tenant. The words
          Landlord and Tenant shall include the plural

                                    THIRTEEN
<PAGE>   15
        as well as the singular. If the Lease is executed by more than one
        tenant, Tenants' obligations hereunder shall be joint and several
        obligations of such executing tenants. Time is of the essence of this
        Lease and each of its provisions. The captions of the Articles are
        included for convenience only, and shall have no effect upon the
        construction or interpretation of this Lease.

20.05   ENTIRE AGREEMENT        If there are any terms and conditions which at
        the date of execution of this Lease are additional or supplemental to
        those set out herein and in Exhibits A, B and C, such terms and
        conditions are contained in Exhibit D (if any) attached hereto as part
        of this Lease. This Lease contains the entire agreement between the
        parties hereto with respect to the subject matter of this Lease. Tenant
        acknowledges and agrees that it has not relied upon any statement,
        representation, agreement or warranty except such as are set out in this
        Lease. If this Lease is made pursuant to an Offer to Lease, then the
        term "Lease" in this Article 20.05 shall be deemed to include such Offer
        to Lease.

20.06   AMENDMENT OR MODIFICATION       Unless otherwise specifically provided
        in this Lease, no amendment, modification, or supplement to this Lease
        shall be valid or binding unless set out in writing and executed by the
        parties hereto in the same manner as the execution of this Lease.

20.07   CONSTRUED COVENANTS AND SEVERABILITY    All of the provisions of this
        Lease are to be construed as covenants and agreements as though the
        words importing such covenants and agreements were used in each separate
        Article hereof. Should any provision of this Lease be or become invalid,
        void, illegal or not enforceable, it shall be considered separate and
        severable from the Lease and the remaining provisions shall remain in
        force and be binding upon the parties hereto as though such provisions
        had not been included.

20.08   NO IMPLIED SURRENDER OR WAIVER      No provision of this Lease shall be
        deemed to have been waived by Landlord unless such waiver is in writing
        signed by Landlord. Landlord's waiver of a breach of any term or
        condition of this Lease shall not prevent a subsequent act, which would
        have originally constituted a breach, from having all the force and
        effect of an original breach. Landlord's receipt of Rent with knowledge
        of a breach by Tenant of any term or condition of this Lease shall not
        constitute a waiver of such breach. Landlord's failure to enforce
        against Tenant or any other tenant in the Building any of the Rules
        and Regulations made under Article 14.00 shall not constitute a waiver
        of such Rules and Regulations. No act or thing done by Landlord, its
        agents or employees during the Term shall constitute an acceptance of a
        surrender of the Premises, and no agreement to accept a surrender of the
        Premises shall be valid, unless in writing signed by Landlord. The
        delivery of keys to any of Landlord's agents or employees shall not
        operate as a termination of this Lease or a surrender of the Premises.
        No payment by Tenant, or receipt by Landlord, of a lesser amount than
        the Rent due hereunder shall constitute anything other than a payment on
        account of the earliest stipulated Rent, nor shall any endorsement or
        statement on any cheque or any letter accompanying any cheque, or
        payment as Rent, constitute an accord and satisfaction, and Landlord may
        accept such cheque or payment without prejudice to Landlord's right to
        recover the balance of such Rent or pursue any other remedy available to
        Landlord.

20.09   SUCCESSORS BOUND       Except as otherwise specifically provided, the
        covenants, terms, and conditions contained in this Lease shall apply to
        and bind the heirs, executors, administrators, successors and assigns of
        the parties hereto.

20.10   UNAVOIDABLE DELAY      Wherever in this Lease it is provided that
        anything be done or performed, such provision is subject to any
        unavoidable delay. The term "unavoidable delay" means any prevention,
        delay, stoppage or interruption due to (a) strike, lockout, labour
        dispute, act of God, or (b) inability to obtain labour or materials or
        failure to obtain any necessary permit or approval, in each case after
        the party obligated to do so has used its best efforts to do so, or (c)
        laws, ordinances, rules, regulations or orders of governmental
        authorities, or (d) enemy or hostile action, civil commotion, fire or
        other casualty, or (e) other conditions or causes, whether of the
        foregoing character or not, (other than financial conditions) beyond the
        reasonable control of the party obligated to perform and not caused by
        its default or act of commission or omission and not avoidable by
        reasonably effort or foresight. Neither party hereto shall be in default
        in the performance of any obligation hereunder during the period of any
        unavoidable delay relating thereto and any period for the performance of
        such obligation shall be extended accordingly. Each party hereto shall
        immediately notify the other of them of the of the commencement,
        duration and consequence (so far as the same are within its knowledge)
        of any unavoidable delay.



                                    FOURTEEN
<PAGE>   16
ARTICLE 21.00 - FIXTURING PERIOD

21.01     The Landlord shall, upon execution of Landlord's standard form lease,
          grant vacant possession of the Premises to the Tenant up to the
          Commencement Date, (the "Fixturing Period"), for the purpose of
          installing the Tenant's Leasehold Improvements. The Tenant shall not
          be obligated to pay Minimum Rent or Occupancy Costs during the
          Fixturing Period and may occupy the Premises during this period rent
          free.

ARTICLE 22.00 - LEASEHOLD IMPROVEMENTS

22.01     Tenant agrees to accept the Premises on an "As Is" basis.

          The Tenant shall improve the Premises as it may desire, (Tenant's
          work), subject only to the reasonable approval of the Landlord of the
          Tenant's plans and specifications. The Tenant agrees that there is no
          promise, representation, or undertaking by or binding upon the
          Landlord with respect to any alteration, remodeling, decoration or
          installation of fixtures or equipment in the Premises other than
          herein contained.

ARTICLE 23.00 - LANDLORD'S WORK

23.01     The Landlord shall provide, at its expense, the following
          improvements to the Premises prior to the commencement of the
          Fixturing Period.

          (i)  CEILINGS: A suspended ceiling system throughout the Premises,
               incorporating an integrated light, sprinkler and air
               conditioning system. Landlord shall replace any damaged ceiling
               tiles in the Premises prior to the commencement of the Tenant's
               work.

          (ii) HEATING AND AIR CONDITIONING: A Building Standard heating and
               cooling system including air-handling units, ductwork and
               thermostatic control for normal office use. Ductwork
               modifications required by special Tenant needs for heat or air
               conditioning loads over standard office requirements,
               supplemental air conditioning units, special supply or return
               air grills, extra thermostats, special controls or exhaust, etc.
               shall be made by the Landlord as part of the Tenant's work, at
               the Tenant's expense.

               Building Standard interior zone VAV system of one box with
               thermostat per 2,000 square feet of Premises.

               Perimeter convection tempered air system with one thermostat for
               every second unit.



                                   FOURTEEN-A

<PAGE>   17

        (iii)   LIGHT FIXTURES: One double tube fixture is provided for
                approximately each 50 square feet of Premises.

        (iv)    POWER DISTRIBUTION: Power for normal office use is provided by
                an underfloor raceway system from a panel located in the
                electrical room located on the same floor as the Premises.

        (v)     SPRINKLER DISTRIBUTION: A sprinkler distribution is located
                within the ceiling plenum to provide sufficient coverage for
                normal office use.

        (vi)    TELEPHONE DISTRIBUTION: Conduit distribution within the
                underfloor raceway system.

        (vii)   WINDOW COVERING: Building Standard window covering on all
                typical exterior windows. This is a mandatory requirement and
                may not be omitted or modified by the Tenant.

        (viii)  DEMISING WALLS: Building Standard demising walls, if required,
                will be provided to enclose Tenant's Premises.

        (x)     OTHER:

                All Common Area Washrooms as per existing finishes. Core and
                exterior walls finished in drywall, taped, primed and painted.

                Base Building Plans are those plans which were used by the
                general contractor to construct the Building and form part of
                his contract as changed from time to time.

                The term "Building Standard" shall mean the specifications
                established by the Landlord for this building from time to time
                and as changed from time to time.

ARTICLE 24.00 - CONSTRUCTION

24.01   The Tenant has the right to contract the Leasehold Improvements out to
        the Tenant's choice of contractor with the Landlord's prior consent,
        which consent shall not be unreasonably withheld or delayed. The Tenant
        agrees however, if requested by the Landlord, to use the Landlord's
        Base Building electrical and mechanical contractors.

ARTICLE 25.00 - PROJECT MANAGEMENT FEE

25.01   If the Landlord is requested to construct the Tenant's Leasehold
        Improvements or change the existing Premises on their behalf, the
        Landlord shall charge the Tenant a project management fee equal to 15%
        of the construction costs. The Landlord agrees to follow a joint "bid
        and award" of Tenant Improvement work, with all substantial work being



                                   FOURTEEN-B

<PAGE>   18

        tendered to at least three reputable firms, so as to receive the best
        possible value for all parties.

ARTICLE 26.00 - COMPLETION OF TENANT'S WORK

26.01   Should Tenant elect to contract out the Tenant's Work, construction
        will not commence before the following has occurred:

        a)      execution of Landlord's standard form lease;

        b)      that the Landlord has received and approved, acting reasonably,
                the Tenant's conceptual, architectural, structural, mechanical
                and electrical plans and specifications;

        c)      that the Tenant agrees to complete the Leasehold Improvements
                to the satisfaction of the Landlord, acting reasonably, in
                accordance with the plans and specifications approved by the
                Landlord and Tenant;

        The Tenant shall use its reasonable best efforts to provide the
        Landlord with "As-built" drawings, with respect to the Leasehold
        Improvements, including a CAD #14 disk version, within sixty (60) days
        following the Commencement Date.

ARTICLE 27.00 - OCCUPANCY DELAY

27.01   Should the Tenant's occupancy of the Premises be delayed through no
        fault of the Tenant, then all dates contained herein including the
        Lease Commencement Date and Termination Date shall be adjusted
        accordingly. All other terms and conditions shall remain as agreed to
        in this Lease, including the length of the Lease Term which shall
        remain as five (5) years.

ARTICLE 28.00 - OPTION TO RENEW

28.01   The Tenant, if not then in default under the Lease, either in payment
        of rent or observance of the material covenants herein, shall have a
        one time Option to Renew the Lease for a further term of five (5) years
        upon giving the Landlord at least eight (8) months written notice of
        the exercise of such right prior to the expiry of the Term and subject
        to the same provisions as are contained in the Lease except that there
        shall be no further right of renewal, the rent for the extended term
        shall be the then market rent for the Premises as determined by
        agreement between the Landlord and the Tenant, and any improvement
        allowance, turnkey package and/or cash inducements shall be negotiated
        between the Landlord and the Tenant at that time. The Tenant and the
        Landlord shall have thirty (30) days from receipt of the Tenant's
        notice to negotiate and agree upon the Minimum Annual rent and other
        terms and conditions, both parties acting reasonably.



                                   FOURTEEN-C
<PAGE>   19
ARTICLE 29.00 - OPTION TO EARLY TERMINATION

29.01     The Landlord shall grant the Tenant a one-time right only to
          terminate the Lease on June 1, 2003, provided the Tenant gives the
          Landlord six (6) months prior written notice prior to the expiry of
          the thirty-eighth (38th) month of the Lease term and provided the
          Tenant pays the Landlord on May 1, 2003, a penalty in the amount of
          One Hundred and Fifty Thousand Dollars ($150,000), plus GST.

ARTICLE 30.00 - FIRST OPPORTUNITY TO LEASE

30.01     Provided the Tenant is not then in default under the Lease in any
          material respect, either in payment of rent or observance of the
          covenants herein, the Tenant shall have a continuous first
          opportunity to lease (the "First Opportunity to Lease") ten thousand
          (10,000) square feet of space on the 12th floor of the Building (the
          "First Opportunity to Lease Premises").

          In the event that the Landlord receives an offer to lease for all or
          any part of the First Opportunity to Lease Premises, the Landlord
          shall provide the Tenant with written notice of such intent and the
          Tenant shall be obliged to notify the Landlord within five (5)
          business days of receiving same, of its intent to exercise its right
          with respect to any part (or all) of the First Opportunity to Lease
          Premises which is the subject of the offer to lease.

          Should the Tenant exercise its right, the terms shall be equivalent
          to those contained herein, save and except that the Minimum Annual
          Rent and any improvement allowance, turnkey package and/or cash
          inducements for the First Opportunity Premises shall be the then fair
          market rent and inducements for leases of comparable expansion
          premises to existing office tenants of comparable buildings in
          downtown Ottawa and for a comparable term, as determined by agreement
          between the Landlord and Tenant. the Tenant and Landlord shall have
          thirty (30) days upon receipt of the Tenant's notice to negotiate and
          agree upon the Minimum Annual Rent and inducements, both parties
          acting reasonably.

ARTICLE 31.00 - PARKING

31.01     Tenant shall have the right to use a total of Fifteen (15)
          non-reserved parking spaces in a location to be determined in the
          underground parking garages of either 99 Bank or 50 O'Connor at
          prevailing market rates per parking space per month. (1999 rates are
          $170.00 per parking space per month, inclusive of GST and PST).

          Five (5) additional month-to-month parking spaces on the P-4 level at
          50 O'Connor shall be made available through the parking operator at
          the time of occupancy.

          The Landlord, through its garage operator, will retain the right to
          adjust the charges for parking from time to time to reflect
          prevailing market rates.

                                   FOURTEEN-D



<PAGE>   20
32.00 - SIGNAGE

32.01     The Tenant's corporate name shall be displayed on the building
          directories located in the lobbies of 99 Bank and 50 O'Connor.

33.00 - BUILDING ACCESS

33.01     The Tenant shall have access to the Premises 24 hours a day, 7 day a
          week.

34.00 - BUILDING SECURITY

34.01     The Landlord shall provide manned security for the entrance of the
          building 24 hours a day. Also, elevators shall be programmed such
          that only Tenant's designated staff shall have access to the Premises
          after normal business hours. Notwithstanding the above, security and
          custodial staff must have access to the floor as further detailed in
          the Tenant Manual provided to Tenant.

ARTICLE 35.00 - ASSIGNMENT AND SUBLETTING

35.01     Until the Commencement Date or execution of the Lease, whichever is
          later, the agreement which shall arise between the parties by
          acceptance of the Offer to Lease shall not be assignable by Tenant
          without the prior written approval of Landlord, which approval may be
          arbitrarily withheld. Thereafter, the provisions of the Lease shall
          apply to assignment and subletting.

ARTICLE 36.00 - COMMISSION

36.01     The Tenant represents and warrants to the Landlord that no broker or
          agent negotiated or was instrumental in negotiating on behalf of The
          Object People other than Royal LePage represented by Rick Eisert.

ARTICLE 37.00 - SOLE AGREEMENT

37.01     There is no covenant, agreement, condition or material representation
          relating to the subject matter of the Offer, or the agreement which
          will subsist between the parties upon its acceptance, except as
          expressly contained herein. All covenants, agreements and other
          obligations contained in the Offer shall survive until performed.



                                   FOURTEEN-E

<PAGE>   21
IN WITNESS WHEREOF Landlord and Tenant have executed this Lease.

LANDLORD                                  TENANT

CLARICA LIFE INSURANCE COMPANY            THE OBJECT PEOPLE INC.


/s/ [SIGNATURE ILLEGIBLE]                 /s/ PAUL WHITE
--------------------------------------    -------------------------------------
        Leasing Manager                   Vice President/COO

/s/ [SIGNATURE ILLEGIBLE]                 /s/ [SIGNATURE ILLEGIBLE]
--------------------------------------    -------------------------------------
Witness to the signature of Landlord.     Witness to the signature of Tenant if
                                          not incorporated.

                                          Kirby Gallagher -- Witness

                                          I/We have the authority to bind the
                                          Corporation.



                                    FIFTEEN