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                                                                   EXHIBIT 10.24

            THIS INDENTURE made the 27th day of March, 2000.


            IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT.

      B E T W E E N:

                  LuCLIFF COMPANY LIMITED

                  (hereinafter called the "Landlord")

                                       THE PARTY OF THE FIRST PART,


                  - and -

                  VISIBLE GENETICS INC., a Corporation
                  duly incorporated under the laws of the
                  Province of Ontario

                  (hereinafter called the "Tenant")

                                        THE PARTY OF THE SECOND PART.



            WHEREAS the Landlord has agreed to lease to the Tenant and the
Tenant has agreed to lease from the Landlord the hereinafter described premises
forming part of LuCliff Place, an integrated residential and commercial
development, located at the South West intersection of Bay and Gerrard Streets
in the City of Toronto, in the Province of Ontario;


                                    ARTICLE 1

                                   DEFINITIONS

            The parties hereto agree that when used in this Lease the following
words or expressions have the meaning hereinafter set forth:

SECTION 1.01 "ADDITIONAL RENT" means any and all sums of money or charges
required to be paid by the Tenant under this Lease (except Basic Rent), whether
or not the same are designated "Additional Rent" or whether or not payable to
the Landlord or otherwise, and all such sums are payable in lawful money of
Canada without deduction, abatement, set-off or compensation whatsoever.
Additional Rent may be estimated by the Landlord from time to time and such
estimated amount is due and payable in equal monthly instalments in advance on
the same day as monthly instalments of Basic Rent.

SECTION 1.02 "BASIC RENT" means the rent specified in Section 4.01 hereof,
INCLUDING BOTH THE "BASIC 9TH FLOOR RENT" AND THE "BASIC 10TH, 11TH, AND 12TH
FLOOR RENT" DESCRIBED THEREIN.

SECTION 1.03 "BUILDING" means the Office Section and the lobbies, corridors,
elevators and facilities serving same.

SECTION  1.04  "BUSINESS  HOURS"  means the period  from 8 a.m. to 6 p.m. on
Monday to  Friday,  inclusive,  and 8 a.m.  to 1 p.m.  on  Saturdays  unless
Saturday is a holiday.

SECTION 1.05 "COMMON AREAS" mean the common areas, facilities, utilities,
improvements, equipment and installations intended and designated from time to
time by the Landlord for the common use and enjoyment of all the tenants of the
Office Section of the Building, including


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their respective agents, invitees, servants and employees in common with others
entitled to the use or benefit thereof in the manner and for the purposes
permitted by this Lease, and includes the pedestrian mall of the Building.

SECTION 1.06 "LANDLORD'S TAXES" shall mean the aggregate of all Taxes charged
against the Office Section or the Landlord in respect thereof including Common
Areas and parking facilities and the lands reasonably attributable to the Office
Section, plus all costs and expenses (including legal and other professional
fees and interest and penalties or deferred payments) incurred, in good faith,
by the Landlord, in contesting, resisting or appealing any of the foregoing, and
including any amounts imposed, assessed, levied or charged in substitution for
or in lieu of any such Taxes, but excluding such taxes as capital gains taxes,
corporate, income, profit or excess profit taxes to the extent such taxes are
not levied in lieu of any of the foregoing against the Office Section or the
Landlord in respect thereof and shall also include any and all taxes which may
in the future be levied in lieu of Taxes as herein defined. The Landlord shall
be entitled to adjust the Landlord's Taxes to an amount that would have been
paid had the Building been fully assessed in the year to which the taxes are
attributable as a fully occupied office building.

SECTION 1.07 "LEASED PREMISES" means, EXPRESSLY SUBJECT TO THE PROVISIONS OF
SECTION 3.01 HEREOF, that portion of the Office Section of the Building as is
outlined in colour on the floor plan attached hereto as Schedule "A" forming a
part hereof, comprising THE ENTIRE 9TH, 10TH, 11TH, AND 12TH FLOORS OF THE
OFFICE SECTION, EACH OF SUCH FLOORS having a Rentable Floor Area of
approximately SIX THOUSAND, EIGHT HUNDRED AND SEVENTY SIX (6,876) square feet,
AND TWENTY-SEVEN THOUSAND, FIVE HUNDRED AND FOUR (27,504) SQUARE FEET IN THE
AGGREGATE.

SECTION 1.08 "OFFICE SECTION" means those portions of the Building comprising a
part of LuCliff Place intended by the Landlord to be leased for office purposes
and the Common Areas and facilities serving same.

SECTION 1.09 "OPERATING COSTS" means the Landlord's cost of operating the
Building as a first-class office building which shall include all costs properly
attributable in accordance with generally accepted accounting practise
determined by the Landlord's auditors to the operation, maintenance and
management of the Building and the lands appurtenant thereto and shall, without
limiting the generality of the foregoing, include:

      (a)   all monies reasonably paid or incurred to persons, firms, companies
      or corporations employed in the maintenance, security and cleaning of the
      Building and the lands appurtenant thereto;

                  (b)   all costs of repairs;

      (c)   the cost of running, maintaining and repairing the heating,
      ventilating and air-conditioning plants, distribution systems and
      associated equipment, including the cost of all fuel, gas and steam;

                  (d)   elevator maintenance and operation costs;

                  (e)   the cost of providing hot and cold water;

                  (f)   the cost of providing electricity not otherwise
                  payable by tenants;

                  (g)   window cleaning costs;

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

                  (i)   telephone and other public utility costs;


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                  (j)   service contracts with independent contractors;

      (k)   cost of watchmen,  reception staff and other on-site  personnel,
      including salaries, wages and fringe benefits;

                  (l)   remuneration  paid at competitive  rates to managing
                  agents;

      (m)   audit  costs  and  accounting   services  including  such  costs
      incurred for the imposition and determination of charges to tenants;

                  (n)   costs  of  legal  fees  on a  solicitor  and his own
                  client basis;

      (o)   costs of capital improvements and other costs determined by the
      Landlord's auditor to be properly chargeable to the capital account to the
      extent that such capital improvements reduce or avoid Operating Costs;

      (p)   costs of capital improvements and other costs and depreciation
      determined by the Landlord's auditor to be properly chargeable to replace
      or upgrade any fixtures, furnishings, and equipment in the Common Areas,
      including the fixtures and equipment of and for the heating, ventilation,
      and air-conditioning system, such depreciation being calculated as may be
      designated by the Landlord's auditors and in accordance with generally
      accepted principles.

Operating Costs shall exclude debt service, depreciation except as mentioned
above and expenses properly chargeable to capital account except as mentioned
above. In the event any cost or expense is included as an integral part of an
expense applicable to a portion of LuCliff Place in addition to the Building or
is attributable to part of the Building used in common with tenants of the
retail or commercial portions, the Landlord acting reasonably shall make an
allocation of such cost or expense which is reasonably attributable to the
Building. In the event of any dispute by the Tenant as to the amount of such
costs and allocation, an opinion of the Landlord's auditors shall be final and
binding as to the amount and allocation for the period.

NOTWITHSTANDING THE FOREGOING THE LANDLORD AGREES THAT IN THE SECOND AND
SUBSEQUENT YEARS OF THE TERM, OPERATING COSTS (EXCLUDING ANY TAX OR UTILITY
COMPONENT THEREOF) WILL NOT INCREASE OVER THE PREVIOUS YEAR BY A PERCENTAGE
GREATER THAN THE PERCENTAGE INCREASE IN THE COMMON PRICE INDEX FOR ALL ITEMS IN
TORONTO FOR THE SAME PERIOD.

SECTION 1.10 "PROPORTIONATE SHARE" means the fraction which has as its numerator
the Rentable Floor Area of the Leased Premises and has as its denominator the
total Rentable Floor Area of the Building whether rented or not, subject only to
the adjustments which follow. The total Rentable Floor Area of the Building
shall be calculated as if the Building were entirely leased by tenants renting
whole floors. The Rentable Floor Area of the Leased Premises, if the Leased
Premises consists of or includes a part of a floor, shall be increased by the
fraction of the total area of the Service Areas (as hereinafter defined) if any,
on such floor, which has as it numerator the Rentable Floor Area contained in
the Leased Premises on such floor and has as its denominator the sum of the
Rentable Floor Areas of such floor. The lobby and entrances on the ground floor
and subsurface floors used in common by tenants and mechanical equipment areas
shall be excluded from the foregoing calculations. The calculation of the total
Rentable Floor Area of the Building whether rented or not shall be determined by
the Landlord's architect and shall be adjusted from time to time to give effect
to any structural or functional change affecting the same. The calculation of
the Rentable Floor Area of the Leased Premises shall be adjusted from time to
time to give effect to any change therein during the Term of the Lease.

SECTION 1.11 "RENT" means the Basic Rent and Additional Rent.


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SECTION 1.12 "RENTABLE FLOOR AREA"

      (a)   in the case of a whole floor of the Building shall include all areas
      within the outside walls and shall be computed by measuring to the inside
      surface of the glass outer building walls without deduction for columns
      and projections necessary to the Building and shall include Service Areas,
      but shall not include stairs and elevator shafts supplied by the Landlord
      and flues, stacks, pipe shafts or vertical ducts with their enclosing
      walls within the area occupied.

      (b)   in the case of a part of a floor of the Building shall include all
      areas occupied and shall be computed by measuring from the inside surface
      of the glass outer building walls to the office side of corridors or other
      permanent partitions and to the centre of partitions which separate the
      area occupied from adjoining rentable areas without deduction for columns
      and projections necessary to the Building and shall include Service Areas
      exclusively serving only the area occupied, plus a proportionate share of
      the non-exclusive Service Areas located on such floor, but shall not
      include stains and elevator shafts supplied by the Landlord and flues,
      stacks, pipe shafts or vertical ducts with their enclosing walls within
      the area occupied.

SECTION 1.13 "SERVICE AREAS" shall mean the area of corridors, elevator lobbies,
service elevator lobbies, toilets, air-conditioning rooms, fan rooms, janitor's
closets, telephone and electrical closets serving the Leased Premises in common
with other premises.

SECTION 1.14 "STIPULATED RATE OF INTEREST" means the prime rate of interest
charged from time to time by the Royal Bank of Canada at its head office in
Toronto to its most preferred borrowers, plus three percent (3%) per annum.

SECTION 1.15 "TAXES" shall mean all real property taxes, rates, duties, levies,
fees, charges, sewer levies, local improvement rates, and assessments whatsoever
imposed, assessed, levied or charged by any school, municipal, regional,
provincial, federal, parliamentary or other governmental body, corporation,
authority, agency or commission (including, without limitation, school boards
and utility commissions) and including all costs and expenses (including legal
and other professional fees and interest and penalties on deferred payments)
incurred by the Landlord in good faith in contesting, resisting or appealing any
of the foregoing, and including any amounts imposed, assessed, levied or charged
in substitution for or in lieu of any such taxes, rates, duties, levies, fees,
charges or assessments, but excluding such taxes as capital gains taxes,
corporate, income, profit or excess profit taxes to the extent such taxes are
not levied in lieu of any of the foregoing against the Building or the Landlord
in respect thereof and shall also include any and all taxes which may in the
future be levied in lieu of taxes as hereinbefore defined.

SECTION 1.16 "TENANT'S TAXES" shall mean the aggregate of:

      (a)   all Taxes (whether imposed upon the Landlord or the Tenant)
      attributable to the personal property, trade fixtures, business, income,
      occupancy and/or turnover of the Tenant or any other occupant of the
      Leased Premises, and to any leasehold improvements or fixtures installed
      by or on behalf of the Tenant within the Leased Premises and to the use by
      the Tenant of any of the Common Areas; and,

      (b)   the amount by which Taxes (whether imposed upon the Landlord or the
      Tenant) are increased above the Taxes which would have otherwise been
      payable, which increase is as a result of the use of the Leased Premises
      or the Tenant or any other occupant of the Leased Premises being taxed or
      assessed in support of separate schools.


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                                    ARTICLE 2

                         NET LEASE AND SECURITY DEPOSIT

SECTION 2.01   NET LEASE

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

SECTION 2.02   SECURITY DEPOSIT

            INTENTIONALLY DELETED


                                    ARTICLE 3

                                 DEMISE AND TERM

SECTION 3.01   DEMISE AND TERM

            In consideration of the rents, covenants and agreements herein
contained on the part of the Tenant to be paid, observed and performed:

      (a) THE LANDLORD LEASES TO THE TENANT AND THE TENANT LEASES FROM THE
      LANDLORD THAT PORTION OF THE LEASED PREMISES COMPRISING THE ENTIRE 10TH,
      11TH, AND 12TH FLOORS OF THE OFFICE SECTION OF THE BUILDING FOR AND DURING
      THE TERM (HEREINAFTER REFERRED TO AS THE "TERM") OF FIVE (5) YEARS
      COMPUTED FROM THE FIRST DAY OF JUNE, 2000, AND FROM THENCEFORTH NEXT
      ENSUING AND FULLY TO BE COMPLETED AND ENDED ON THE 31ST DAY OF MAY, 2005,
      AND

      (b) THE LANDLORD LEASES TO THE TENANT AND THE TENANT LEASES FROM THE
      LANDLORD THAT PORTION OF THE LEASED PREMISES COMPRISING THE ENTIRE 9TH
      FLOOR OF THE OFFICE SECTION OF THE BUILDING FOR AND DURING THE TERM
      (HEREINAFTER REFERRED TO AS THE "9TH FLOOR TERM") OF ONE (1) YEAR COMPUTED
      FROM THE FIRST DAY OF JUNE, 2000, AND FROM THENCEFORTH NEXT ENSUING AND
      FULLY TO BE COMPLETED AND ENDED ON THE 31ST DAY OF MAY, 2001.

THE EXPRESSION "LEASED PREMISES" SHALL MEAN AND REFER TO THE PREMISES LEASED
FROM TIME TO TIME BY THE TENANT PURSUANT TO THIS LEASE; UNTIL THE EXPIRATION OF
THE 9TH FLOOR TERM (AS THE SAME MAY BE EXTENDED PURSUANT TO SECTION 19.01
HEREOF) THE EXPRESSION "LEASED PREMISES" SHALL MEAN AND REFER TO THE ENTIRE 9TH,
10TH, 11TH, AND 12TH FLOORS OF THE OFFICE SECTION OF THE BUILDING, AND FROM AND
AFTER THE EXPIRATION OF THE 9TH FLOOR TERM OR EXTENSION THEREOF AS THE CASE MAY
BE THE EXPRESSION "LEASED PREMISES" SHALL MEAN AND REFER TO THE ENTIRE 10TH,
11TH, AND 12TH FLOORS OF THE OFFICE SECTION OF THE BUILDING. NOTWITHSTANDING
THAT THE 9TH FLOOR TERM MAY EXPIRE SOONER THAN THE TERM, THE LEASE OF THE 9TH
FLOOR PORTION OF THE LEASED PREMISES AND THE LEASE OF THE 10TH, 11TH, AND 12TH
FLOOR PORTION OF THE LEASED PREMISES SHALL FOR ALL PURPOSES BE CONSIDERED A
SINGLE LEASE BY THE TENANT, AND IN THE EVENT OF ANY DEFAULT BY THE TENANT
WHETHER IN RESPECT OF THE 9TH FLOOR PORTION OF THE LEASED PREMISES OR IN RESPECT
OF THE 10TH, 11TH, AND 12TH FLOOR PORTION OF THE LEASED PREMISES, THE LANDLORD
SHALL BE ENTITLED TO EXERCISE ALL OF ITS RIGHTS AND REMEDIES HEREUNDER OR AT LAW
WITH RESPECT TO THE ENTIRE LEASED PREMISES.


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SECTION 3.02      EXISTING LEASE, EARLY OCCUPANCY

      (a) THE LANDLORD AND THE TENANT ACKNOWLEDGE AND AGREE THAT THE TENANT
      CURRENTLY OCCUPIES THE 10TH, 11TH, AND 12TH FLOOR PORTION OF THE LEASED
      PREMISES PURSUANT TO AN EXISTING LEASE MADE BETWEEN THE LANDLORD AND THE
      TENANT DATED MARCH 31, 1992, AS AMENDED (THE "EXISTING LEASE"). THE TENANT
      SHALL CONTINUE TO OCCUPY THE 10TH, 11TH, AND 12TH FLOOR PORTION OF THE
      LEASED PREMISES PURSUANT TO THE EXISTING LEASE UNTIL THE EXPIRATION OF ITS
      TERM ON MAY 31, 2000; UPON THE EXPIRATION OF THE TERM OF THE EXISTING
      LEASE THE TENANT'S OCCUPANCY OF THE 10TH, 11TH, AND 12TH FLOOR PORTION OF
      THE LEASED PREMISES SHALL BE GOVERNED BY THE TERM OF THIS LEASE, AND ALL
      OF THE RIGHTS, PRIVILEGES, OPTIONS, COVENANTS, AGREEMENTS, AND OBLIGATIONS
      OF THE LANDLORD AND THE TENANT UNDER THE EXISTING LEASE SHALL TERMINATE
      AND BE AT AN END; PROVIDED THAT NOTWITHSTANDING SUCH TERMINATION:

            (i) THE LANDLORD AND THE TENANT SHALL REMAIN LIABLE FOR ANY BREACH,
            DEFAULT, OR NON-OBSERVANCE OF ANY COVENANT, AGREEMENT, CONDITION, OR
            PROVISO CONTAINED IN THE EXISTING LEASE WHICH OCCURS PRIOR TO THE
            COMMENCEMENT OF THE TERM OF THIS LEASE ON JUNE 1, 2000;

            (ii) THE LANDLORD AND THE TENANT SHALL READJUST THE ADDITIONAL RENT
            PAID OR PAYABLE UNDER THE EXISTING LEASE UP TO ITS EXPIRATION AS SET
            OUT IN THE EXISTING LEASE;

      THE LANDLORD AND THE TENANT FURTHER AGREE THAT ANY SUCH DEFAULT, BREACH,
      OR NON-OBSERVANCE BY THE TENANT UNDER THE EXISTING LEASE SHALL BE DEEMED
      TO BE DEFAULT UNDER THIS LEASE, AND IF THE LANDLORD VALIDLY TERMINATES THE
      EXISTING LEASE BY REASON OF ANY BREACH, DEFAULT, OR NON-OBSERVANCE BY THE
      TENANT THEREUNDER, THEN THE LANDLORD SHALL HAVE THE RIGHT, BUT NOT THE
      OBLIGATION, TO TERMINATE THIS LEASE;

      (b) FOLLOWING THE EXECUTION OF THIS LEASE BY BOTH THE LANDLORD AND THE
      TENANT THE TENANT SHALL BE ENTITLED TO OCCUPY THE 9TH FLOOR PORTION OF THE
      LEASED PREMISES PRIOR TO THE COMMENCEMENT DATE OF THE TERM, BUT UPON NOT
      LESS THAN ONE (1) BUSINESS DAY'S WRITTEN NOTICE TO THE LANDLORD, FOR THE
      PURPOSES OF CONSTRUCTING ITS LEASEHOLD IMPROVEMENTS, INCLUDING
      INSTALLATION OF ITS TRADE FIXTURES, FURNITURE, EQUIPMENT, AND TELEPHONE
      AND COMPUTER CABLING. THE LANDLORD SHALL ALSO HAVE ACCESS TO AND OCCUPANCY
      OF THE 9TH FLOOR PORTION OF THE LEASED PREMISES FOR ITS WORK REQUIRED
      UNDER SECTION 19.04 HEREOF. THE TENANT SHALL BE BOUND BY ALL OF THE TERMS,
      CONDITIONS, COVENANTS, AND PROVISOS OF THIS LEASE DURING ANY SUCH PERIOD
      OF OCCUPATION PRIOR TO THE COMMENCEMENT DATE OF THE TERM, SAVE AND EXCEPT
      THAT DURING SUCH PERIOD OR PERIODS THE TENANT SHALL NOT BE REQUIRED TO PAY
      ANY BASIC RENT OR ADDITIONAL RENT WHETHER OR NOT THE TENANT CARRIES ON
      BUSINESS IN THE 9TH FLOOR PORTION OF THE LEASED PREMISES. THE TENANT SHALL
      BE REQUIRED TO PAY TENANT'S TAXES AND TO PAY FOR ANY ADDITIONAL SERVICES
      DURING ANY SUCH PERIOD OF EARLY OCCUPANCY.


                                    ARTICLE 4

                                      RENT

SECTION 4.01    BASIC RENT

      (A) WITH RESPECT TO THE 10TH, 11TH, AND 12TH FLOOR PORTION OF THE LEASED
      PREMISES the Tenant shall pay yearly and every year during the Term to the
      Landlord, without any deduction, abatement, set-off or diminution
      whatsoever, a Basic Rent of ONE


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      HUNDRED AND TWENTY EIGHT THOUSAND, NINE HUNDRED AND TWENTY FIVE DOLLARS
      ($128,925.00) of lawful money of Canada, payable in equal consecutive
      monthly instalments in advance of TEN THOUSAND, SEVEN HUNDRED AND FORTY
      THREE DOLLARS AND SEVENTY FIVE CENTS ($10,743.75) upon the date of
      commencement of the Term and on the first day of each and every calendar
      month during the Term thereafter to the Landlord at 700 Bay Street,
      Toronto, Ontario, M5G 1Z6, or at such other place as the Landlord shall
      from time to time designate (REFERRED TO IN THIS LEASE AS THE "BASIC 10TH,
      11TH, AND 12TH FLOOR RENT").

      IT IS ACKNOWLEDGED AND AGREED THAT THE BASIC 10TH, 11TH, AND 12TH FLOOR
      RENT DESCRIBED IN THIS SECTION 4.01 IS BASED ON AN ANNUAL RENTAL OF SIX
      DOLLARS AND TWENTY FIVE CENTS ($6.25) PER SQUARE FOOT OF RENTABLE FLOOR
      AREA OF THE LEASED PREMISES. IT IS FURTHER ACKNOWLEDGED AND AGREED THAT
      THE LANDLORD'S ARCHITECT HAS CERTIFIED THAT THE 10TH, 11TH, AND 12TH FLOOR
      PORTION OF THE LEASED PREMISES HAS A RENTABLE FLOOR AREA OF TWENTY
      THOUSAND, SIX HUNDRED AND TWENTY EIGHT (20,628) SQUARE FEET, AND THE
      TENANT ACKNOWLEDGES AND AGREES THAT IT IS SATISFIED WITH THE SAID
      LANDLORD'S ARCHITECT'S CERTIFICATE.

      (b) WITH RESPECT TO THE 9TH FLOOR PORTION OF THE LEASED PREMISES THE
      TENANT SHALL PAY YEARLY AND EVERY YEAR DURING THE 9TH FLOOR TERM TO THE
      LANDLORD, WITHOUT ANY DEDUCTION, ABATEMENT, SET-OFF OR DIMINUTION
      WHATSOEVER, A BASIC RENT OF TWENTY SEVEN THOUSAND, FIVE HUNDRED AND FOUR
      DOLLARS ($27,504.00) OF LAWFUL MONEY OF CANADA, PAYABLE IN EQUAL
      CONSECUTIVE MONTHLY INSTALMENTS IN ADVANCE OF TWO THOUSAND, TWO HUNDRED
      AND NINETY TWO DOLLARS ($2,292.00) UPON THE DATE OF COMMENCEMENT OF THE
      9TH FLOOR TERM AND ON THE FIRST DAY OF EACH AND EVERY CALENDAR MONTH
      DURING THE 9TH FLOOR TERM THEREAFTER TO THE LANDLORD AT 700 BAY STREET,
      TORONTO, ONTARIO, M5G 1Z6, OR AT SUCH OTHER PLACE AS THE LANDLORD SHALL
      FROM TIME TO TIME DESIGNATE (REFERRED TO IN THIS LEASE AS THE "BASIC 9TH
      FLOOR RENT").

      IT IS ACKNOWLEDGED AND AGREED THAT THE BASIC 9TH FLOOR RENT DESCRIBED IN
      THIS SECTION 4.01(B) IS BASED ON AN ANNUAL RENTAL OF FOUR DOLLARS ($4.00)
      PER SQUARE FOOT OF RENTABLE FLOOR AREA OF THE 9TH FLOOR PORTION OF THE
      LEASED PREMISES. IT IS FURTHER ACKNOWLEDGED AND AGREED THAT THE RENTABLE
      FLOOR AREA OF THE 9TH FLOOR PORTION OF THE LEASED PREMISES HAS NOT YET
      BEEN CERTIFIED AS AN ACCURATE MEASUREMENT BY THE ARCHITECTS. IF THE
      CERTIFICATE OF MEASUREMENT PREPARED BY THE ARCHITECTS REVEALS THAT THE
      NUMBER OF SQUARE FEET OF RENTABLE FLOOR AREA OF THE 9TH FLOOR PORTION OF
      THE LEASED PREMISES IS GREATER OR LESS THAN SIX THOUSAND, EIGHT HUNDRED
      AND SEVENTY SIX (6,876) SQUARE FEET THE BASIC ANNUAL NET RENTAL PAYABLE
      PURSUANT TO THIS SECTION 4.01(B) SHALL NOT BE THE AMOUNT SET OUT ABOVE,
      BUT SHALL BE AN AMOUNT EQUAL TO FOUR DOLLARS ($4.00) TIMES THE NUMBER OF
      SQUARE FEET OF RENTABLE FLOOR AREA OF THE 9TH FLOOR PORTION OF THE LEASED
      PREMISES AS SET FORTH IN THE SAID ARCHITECTS' CERTIFICATE, AND THE EQUAL
      MONTHLY INSTALMENTS SHALL BE 1/12TH OF SUCH AMOUNT.

      NOTWITHSTANDING THE FOREGOING THE TENANT AGREES THAT BASIC 9TH FLOOR RENT
      SHALL BE SUBJECT TO INCREASE IF THE TENANT EXERCISES ITS SECOND OPTION TO
      EXTEND THE 9TH FLOOR TERM AS DESCRIBED IN SECTION 19.01(B) HEREOF.

SECTION 4.02    ADDITIONAL RENT

            The Tenant shall pay to the Landlord, yearly and every year during
the Term, as additional rent ("Additional Rent"):

      (a)   the amount of any Taxes  payable  by the Tenant to the  Landlord
      pursuant to Article 6 hereof; plus

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      (b) the amount of any payments required to be made by the Landlord on
      account of the cost of utilities supplied to the Leased Premises, together
      with the cost of lamp and bulb replacements in accordance with the
      provisions of Section 5.03 hereof; plus

      (c) the Tenant's Proportionate Share of the Operating Costs in accordance
      with Section 5.01, including, without limitation, the cost of providing
      caretaking and cleaning services to the Leased Premises in accordance with
      the provisions of Section 5.02 hereof; PLUS

      (d)   the  Cost  of  Additional   Services  in  accordance   with  the
      provisions of Section 7.12 hereof.

SECTION 4.03    PAYMENT OF ADDITIONAL RENT

            The Additional Rent specified in Section 4.02 hereof, shall be paid
and adjusted with reference to a period of twelve (12) calendar months. The
Landlord shall have the option from time to time to select a different fiscal
period of twelve months or broken portion thereof by notice to the Tenant. After
the commencement of the Term, the Landlord shall advise the Tenant, in writing,
of its estimate of the Additional Rent to be payable by the Tenant for the
period which commenced upon the commencement date of the Term until the end of
the respective calendar year, and the 90 days after the commencement of each
succeeding calendar period (which commences during the Term) the Landlord shall
advise the Tenant in writing of its estimate for the Additional Rent to be
incurred in such period or broken portion thereof. Such estimate shall in every
case by a reasonable estimate and based wherever possible upon previous
operating expenses and, if required by the Tenant, shall be accompanied by
reasonable particulars of the manner on which it was arrived at. The Additional
Rent payable by the Tenant shall be paid in equal monthly instalments in advance
on the first day of each and every month during the Term based on the Landlord's
estimate as aforesaid. From time to time the Landlord may re-estimate on a
reasonable basis, the amount of Additional Rent for any calendar year or broken
portion thereof, in which case the Landlord shall advise the Tenant in writing
of such re- estimate and fix new equal monthly instalments for the remaining
balance of such calendar year or broken portion thereof such that, after giving
credit for the instalment paid by the Tenant on the basis on the previous
estimate or estimates, all the Additional Rent will have been paid during such
calendar year or broken portion thereof. Within ninety (90) days after the end
of each of the Landlord's fiscal period or broken period thereof (or with
respect to any component of Additional Rent which cannot be computed within such
ninety (90) day period, within thirty (30) days after the Landlord shall have
received the information necessary to compute such component of Additional
Rent), the Landlord shall submit to the Tenant a detailed statement of actual
additional rent payable and a calculation of the amounts by which the Additional
Rent payable by the Tenant exceeds or falls short, as the case may be, of the
aggregate instalments paid by the Tenant on account of Additional Rent for the
calendar year. The Tenant shall further be entitled to receive an audited
operating cost statement (certified by the Landlord's chartered accountant)
annually not later than 180 days after the end of each calendar year during the
Term or renewal thereof.

            Within thirty (30) days after the receipt of such statement either
the Tenant shall pay to the Landlord any amount by which the amount found
payable by the Tenant with respect to such calendar year or broken portion
thereof, exceeds the aggregate of the monthly payments made by it on account
thereof during such calendar year or broken portion thereof or the Landlord
shall pay to the Tenant any amount by which the amount found payable as
aforesaid is less than the aggregate of such monthly payments. In the event of
any dispute by the Tenant of the amount of Additional Rent payable, an opinion
of the Landlord's auditors shall be conclusive as to the amount thereof for any
period to which such opinion relates.

SECTION 4.04   ACCRUAL OF RENT

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                                    Page 10



            Rent shall be considered as accruing from day to day hereunder, and
where it becomes necessary to calculate such Rent for an irregular period of
less than one year or less than one calendar month, an appropriate apportionment
and adjustment shall be made, including an apportionment and adjustment of
Additional Rent. Where the calculation of Additional Rent cannot be made until
after the termination of this Lease, the obligation of the Tenant to pay such
Additional Rent shall survive the termination hereof, and such amount shall be
payable by the Tenant upon demand by the Landlord.

SECTION 4.05   NO SET-OFF

            The Tenant hereby expressly waives the benefits of Section 35 of the
Landlord and Tenant Act and any amendments thereto and any present of future Act
of the Province of Ontario permitting the Tenant to claim a set-off against Rent
for any case whatsoever.

SECTION 4.06    ADDITIONAL RENT TREATED AS RENT

            All Additional Rent shall be payable and recoverable as Rent, but in
the manner as herein provided, and the Landlord shall have all rights against
the Tenant for default in any such payment as in the case of arrears in Rent.

SECTION 4.07    RENT PAST DUE

            If the Tenant fails to pay, when the same is due and payable, any
Basic Rent, Additional Rent or other amounts payable by the Tenant under this
Lease, such unpaid amounts bear interest at an annual rate equal to the
Stipulated Rate of Interest.


                                    ARTICLE 5

                  OPERATING, CARETAKING, AND ELECTRICITY COSTS

SECTION 5.01    OPERATING COSTS

            The Tenant covenants to pay to the Landlord, as Additional Rent, its
Proportionate Share of Operating Costs. Payments shall be made in accordance
with the provisions of Section 4.02 and 4.03 hereof.

SECTION 5.02    CARETAKING COSTS

            The Tenant covenants to pay to the Landlord as Additional Rent the
annual cost of providing the caretaking and cleaning services mentioned in
Section 9.08 and 9.09 hereof. In the event that such costs form an integral part
of caretaking and cleaning services provided for portions of the Building in
addition to the Leased Premises, the Landlord, acting reasonably, shall make an
allocation of that portion of such costs which is reasonably attributable to the
Leased Premises. In the event of any dispute by the Tenant of the amount of such
costs, an opinion of the Landlord's auditors shall be conclusive as to the
amount thereof for any period to which such opinion relates. Payments shall be
made in accordance with the provisions of Section 4.02 and 4.03 hereof. Payment
shall be made in accordance with the provisions of Section 4.02 and 4.03 hereof.

SECTION 5.03    ELECTRICITY COSTS

            The Tenant covenants to pay to the Landlord as Additional Rent, the
cost of electric current supplied to the Leased Premises, but not including the
cost of electric current included in Operating Costs, as defined. The Tenant
further covenants to pay to the Landlord the

<PAGE>
                                    Page 11



total cost of any replacement of electric light bulbs, tubes and ballasts in the
Leased Premises to replace those installed at the commencement of the Term. The
Landlord may adopt a system of re-lamping and re-ballasting periodically on a
group basis in accordance with good practise in this regard and the Tenant shall
pay the actual cost, including parts and labour.


<PAGE>
                                    Page 12


                                    ARTICLE 6

                                      TAXES

SECTION 6.01    PAYMENT OF TENANTS TAXES

            The Tenant covenants to pay all Tenant's Taxes, as and when the same
become due and payable. Where any Tenant's Taxes are payable by the Landlord to
the relevant taxing authorities, the Tenant covenants to pay the amount thereof
to the Landlord, as Additional Rent, within ten (10) days after written demand.

SECTION 6.02    TENANTS PROPORTIONATE SHARE OF LANDLORD'S TAXES

      (a) The Tenant covenants to pay to the Landlord, as Additional Rent, its
Proportionate Share of the Landlord's Taxes in each calendar year. Payments
shall be made in accordance with the provisions of Section 4.02 and 4.03 hereof.

      (b) Notwithstanding the provisions of paragraph 6.02(a) above, if a
separate tax bill is issued by any taxation authority for the Leased Premises
the Tenant shall not pay its Proportionate Share of the Landlord's Taxes in
respect of which the separate tax bill is issued but shall pay to the Landlord
the amount of such separate tax bill, together with the Tenant's Proportionate
Share of such Landlord's Taxes that are assessed against the Common Areas, and
facilities and surrounding lands, if any.

      (c) If the Leased Premises are separately assessed by any taxing authority
then for the purposes of this Section 6.02 and for the purposes of determination
of the Tenant's payment on account of the Landlord's Taxes, the Tenant's
Proportionate Share shall not mean the fraction defined in Section 1.10 of this
Lease but shall mean a fraction, the numerator of which is the assessed value of
the Leased Premises and the denominator of which is the assessed value of all
premises in the Office Section which are leased or set aside by the Landlord for
leasing (expressly excluding the parking lot and Common Areas, facilities, and
surrounding lands).

SECTION 6.03    PAYMENT OF LANDLORD'S TAXES - APPEALS

            The Landlord covenants to pay all Landlord's Taxes, subject,
nevertheless, to the payments on account of Landlord's Taxes required to be made
by the Tenant elsewhere in this Lease. The Landlord may appeal any official
assessment or the amount of any Taxes or other taxes based on such assessment
and relating to the Building. In connection with any such appeal, the Landlord
may defer payment of any Taxes or other taxes, as the case may be, payable by it
under the provisions of this Section 6.03 to the extent permitted by law, and
the Tenant shall co-operate with the Landlord and provide the Landlord with all
relevant information reasonably required by the Landlord in connection with any
such appeal.

SECTION 6.04    DETERMINATION OF TAXES

            In the event that the Landlord is unable to obtain from the taxing
authorities any separate allocation of Landlord's Taxes, Tenant's Taxes,
assessment or Landlord's Taxes attributable to the Office Section and the land
attributable thereto, such allocation shall be made by the Landlord, acting
reasonably. In the event of any dispute as to the amount of such allocation, an
allocation made by a professional tax consultant appointed by the Landlord shall
be conclusive.

SECTION 6.05    RECEIPTS

            Whenever requested by the Landlord, the Tenant will deliver to it
receipts for payment of all the Tenant's Taxes and furnish such other
information in connection therewith as

<PAGE>
                                    Page 13



the Landlord may reasonably require.


                                    ARTICLE 7

                           TENANT'S FURTHER COVENANTS

            THE TENANT FURTHER COVENANTS WITH THE LANDLORD as follows:

SECTION 7.01    REPAIR

            To keep in a good and reasonable state of repair, and consistent
with the general standards of first-class office buildings in Metropolitan
Toronto, but subject to Section 10.01 and with the exception of reasonable wear
and tear, the Leased Premises including all leasehold improvements and all trade
fixtures therein and all glass therein including the glass portions of exterior
walls thereof, but with the exception of structural members or elements of the
Leased Premises and defects in construction performed or installations made by
the Landlord and insured damage therein.

SECTION 7.02    STATE OF REPAIR

            That the Landlord may enter and view the state of repair, and that
the Tenant will repair according to notice in writing, and that the Tenant will
leave the Leased premises in a good and reasonable state of repair, subject
always to the exceptions referred to in Section 7.01.

SECTION 7.03    NOTICE OF ACCIDENT, DEFECTS. ETC.

            To give to the Landlord prompt written notice of any accident to or
defect in the plumbing, water pipes, heating and/or any air-conditioning
apparatus, electrical equipment, conduits or wires or other wires or of any
damage or injury to the Leased Premises or any part thereof howsoever caused;
provided that nothing herein shall be construed so as to require repairs to be
made by the Landlord except as expressly provided in this Lease.

SECTION 7.04    REPAIR WHERE TENANT AT FAULT

            If the Building including the Leased Premises, the elevators,
boilers, engines, pipes and other apparatus (or any of them) used for the
purpose of heating or air-conditioning the Building or operating the elevators,
or if the water pipes, drainage pipes, electric lighting or other equipment is
destroyed through negligence, carelessness or misuse of the Tenant, his
servants, agents, employees or anyone permitted by him to be in the Building, or
through him or them in any way stopping up or injuring the heating apparatus,
elevators, water pipes, drainage pipes or other equipment or part of the
Building, the expense of the necessary repairs, replacements or alterations plus
a 15% surcharge for administration costs shall be borne by the Tenant who shall
pay the same to the Landlord forthwith on demand.

SECTION 7.05    RULES AND REGULATIONS

            The Tenant and his employees and all persons visiting or doing
business with him on the Leased Premises shall be bound by and shall observe the
Rules and Regulations attached to this Lease. The Landlord shall have the right
at any time and from time to time to make or vary such reasonable Rules and
Regulations on Schedule "B" as may be desirable in the sole judgement of the
Landlord (but not inconsistent with the provisions of this Lease) for the
safety, care, cleanliness, operation and maintenance of the Building and
premises and accessories, and for the preservation of good order therein. The
Landlord may waive or vary such Rules and Regulations for any one or more
tenants without waiving or varying them for all. The Landlord shall not be
responsible to the Tenant for the non-observance of any such Rules and
Regulations


<PAGE>
                                    Page 14


by any other tenant. The Landlord agrees to notify the Tenant in writing of any
changes in Rules and Regulations.

SECTION 7.06    USE OF PREMISES

            The Leased Premises shall be used only for BUSINESS OFFICES, A SMALL
SCALE CUSTOM WORKSHOP, AND RESEARCH LABORATORY OR FOR ANY OTHER USE PERMITTED BY
THE APPLICABLE ZONING BY-LAWS AND OTHER LEGISLATION AND WHICH HAS THE PRIOR
WRITTEN APPROVAL OF THE LANDLORD and the Tenant shall not carry on or permit to
be carried on therein any other trade or business, and the Tenant shall not do
or permit to be done or omitted upon the Leased Premises anything which shall
cause the rate of insurance upon the Building to be increased and if the rate of
insurance on the Building shall be increased by reason of the use made of the
Leased Premises or by reason of anything done or omitted or permitted to be done
or omitted by the Tenant or by anyone permitted by the Tenant to be upon the
Leased Premises, the Tenant shall on demand pay to the Landlord the amount of
such increase.

SECTION 7.07    CANCELLATION OF INSURANCE

            If any insurance policy upon the Building shall be about to be
cancelled by the insurer by reason of the use of the Leased Premises, the
Landlord shall give written notice of such proposed cancellation to the Tenant,
and the Tenant shall not later than five (5) days prior to the cancellation date
set forth in such notice, stop such use or otherwise arrange for reinstatement
of such policy, otherwise the Landlord may, in addition to all other rights it
may have, at its option terminate this Lease and upon such termination Rent
shall be apportioned and paid in full to the date of such termination, and the
Tenant shall deliver possession of the Leased Premises forthwith in a neat and
tidy condition to the Landlord, and the Landlord may re-enter and take
possession of same.

SECTION 7.08    OBSERVANCE OF LAW

            To comply with all provisions of law including without limitation,
federal and provincial legislative enactments, building by-laws, and any other
governmental or municipal regulations which relate to the partitioning,
equipment, operation and use of the Leased Premises, and to the making of any
repairs, replacements, alterations, additions, changes, substitutions or
improvements of or to the Leased Premises. And to comply with all police, fire
and sanitary regulations imposed by any federal, provincial or municipal
authorities or made by fire insurance underwriters, and to observe and obey all
governmental and municipal regulations and other requirements governing the
conduct of any business conducted in the Leased Premises.

SECTION 7.09    WASTE AND NUISANCE

            No to do or suffer any waste or damage, disfiguration or injury to
the Leased Premises or the fixtures and equipment thereof or permit or suffer
any overloading of the floors thereof; and not to place therein any safe, heavy
business machine or other heavy object without first obtaining the consent in
writing of the Landlord (not to be unreasonably withheld); and not to use or
permit to be used any part of the Leased Premises for any dangerous, noxious or
offensive trade or business and not to cause or permit any nuisance in, at or on
the Leased Premises.

SECTION 7.10    INFLAMMABLE OR DANGEROUS SUBSTANCES

            The Tenant covenants not to bring into or store in the Leased
Premises any inflammable liquid or dangerous or explosive materials.

SECTION 7.11    NO DEFACING


<PAGE>
                                    Page 15


            The Tenant shall not drill, drill into, or in any way deface the
walls, ceilings, partitions, floors, wood, stone or ironwork within the Leased
Premises without the prior written consent of the Landlord, such consent not to
be unreasonably withheld. Boring, cutting or stringing of wires or pipes shall
not be done except with the prior written consent of the Landlord, and as it may
direct. In the event of any violation of the provisions hereof, the Landlord
may, in addition to any other remedies it may have hereunder, repair any damage
and the Tenant shall pay the cost thereof plus an administrative charge of
fifteen percent (15%) of such cost, to the Landlord, forthwith upon demand, as
Additional Rent.

SECTION 7.12    ADDITIONAL SERVICES

            The cost of additional services provided to the Tenant shall be paid
to the Landlord upon the Tenant receiving invoices for such additional services.
Additional services means any service and/or supervision requested by the tenant
and supplied by the Landlord and not otherwise provided for as a service to
tenants generally, the costs of which are included in Operating Costs under this
Lease. By way of example, additional services may include steam cleaning of
carpets, moving furniture and making repairs or alterations to the Tenant's
leasehold improvements. The amount charged to the Tenant for an additional
service shall include all direct costs incurred by or on behalf of the Landlord
in rendering the additional service plus fifteen (15%) of the aforementioned
costs to cover the Landlord's overhead.

SECTION 7.13    ENTRY BY LANDLORD

            To permit the Landlord, its servants or agents or contractors, to
enter upon the Leased Premises at any time and from time to time for the purpose
of inspecting and making repairs, alterations or improvements to the Leased
Premises or to the Building, or for the purpose of having access to the
utilities and services (which the Tenant agrees not to obstruct), and the Tenant
shall not be entitled to compensation for any inconvenience, nuisance or
discomfort occasioned thereby. The Landlord, its servants or agents may at any
time from time to time enter upon the Leased Premises to remove any article or
remedy any condition which in the opinion of the Landlord, reasonably arrived
at, would be likely to lead to cancellation of any policy of insurance as
referred to in Section 7.07 and such entry by the Landlord shall not be deemed
to be a re-entry. Provided that the Landlord shall proceed hereunder in such
manner as to minimize interference with the Tenant's use and enjoyment of the
Leased Premises. Notwithstanding the foregoing, the Landlord acknowledges that
the Tenant requires strict security to be maintained in the Leased Premises to
protect the Tenant's business operations, and the Landlord and the Tenant agree
to arrange mutually acceptable terms for access by the Landlord or its agents,
acting reasonably.

SECTION 7.14    INDEMNITY

            To indemnify and save harmless the Landlord against and from any and
all claims, including without limiting the generality of the foregoing, all
claims for personal injury and property damage, arising from the conduct of any
work or by or through any act or omission of the Tenant or any assignee,
subtenant, agent, contractor, servant, employee, invitee or licensee of the
Tenant, and against and from all costs, counsel fees, expenses and liabilities
incurred in or about any such claim or any action or proceeding brought thereon.
This indemnity shall survive the expiry or sooner determination of this Lease.

SECTION 7.15    EXHIBITING PREMISES

            To permit the Landlord or its agents to exhibit the Leased Premises
to prospective tenants or other persons having written authority from the
Landlord or the agents of the Landlord to view the premises during normal
business hours of the last ten (10) months of the Term on terms for access
mutually acceptable to the Landlord and the Tenant, acting reasonably. The
Landlord shall have the further right to enter upon the Leased Premises during
the Term to


<PAGE>
                                    Page 16


exhibit the Building to any prospective purchaser or mortgagee thereof on terms
for access mutually acceptable to the Landlord and the Tenant, acting
reasonably.


<PAGE>
                                    Page 17


SECTION 7.16    ALTERATIONS, LIENS

            Not to make or erect in or to the Leased Premises any installations,
alterations, additions or partitions without submitting drawings and
specifications to the Landlord and obtaining the Landlord's prior written
consent in each instance, which the Landlord shall not unreasonably withhold,
(and the Tenant must further obtain the Landlord's prior written consent to any
change or changes in such drawings and specifications submitted as aforesaid,
subject to payment of the cost to the Landlord of having its architects approve
of such changes, prior to proceeding with any work based on such drawings or
specifications); such work may be performed by contractors engaged by the Tenant
but in each case only under written contract approved in writing by the Landlord
and subject to all reasonable conditions which the Landlord may impose, provided
nevertheless that the Landlord may at its option require that the Landlord's
contractors be engaged for any mechanical or electrical work; without limiting
the generality of the foregoing, any work performed by or for the Tenant shall
be performed by competent workmen whose labour union affiliations are not
incompatible with those of any workmen who may be employed in the Building by
the Landlord, its contractors or subcontractors; the Tenant shall submit to the
Landlord's reasonable supervision over construction and promptly pay to the
Landlord's or the Tenant's contractors, as the case may be, when due, the cost
of all such work and of all materials, labour and services involved therein and
of all decoration and all changes in the Building, its equipment or services,
necessitated thereby. The Tenant covenants that he will not suffer or permit
during the Term hereof any Mechanics' or other liens for work, labour, services
or materials, ordered by him or for the cost of which he may be in any way
obligated to attach to the Leased Premises or to the Building and that whenever
and so often as any such liens shall attach or claims therefor shall be filed
the Tenant shall within twenty (20) days after the Tenant has notice of the
claim for lien procure the discharge thereof by payment or by giving security or
in such other manner as is or may be required or permitted by law. And the
Tenant further covenants that whenever and so often as a certificate of action
on Mechanics' lien is registered relating to any of the liens referred to in the
next preceding sentence, the Tenant shall within twenty (20) days after the
Tenant has notice of the registration of such certificate of action have the
same vacated. If the Tenant fails to discharge or vacate as aforesaid the
Landlord may vacate or discharge same, and any amounts paid by the Landlord in
vacating or discharging as aforesaid shall immediately become payable by the
Tenant as Rent. THE TENANT SHALL BE PERMITTED TO MAKE NON-STRUCTURAL COSMETIC
CHANGES TO THE LEASED PREMISES, SUCH AS PAINTING AND CARPETING WITHOUT FIRST
OBTAINING THE LANDLORD'S CONSENT IF SUCH WORK IS VALUED AT LESS THAN FIVE
THOUSAND DOLLARS ($5,000.00).

SECTION 7.17    SUPERVISION COST

            To pay the Landlord a fee equal to THE LESSER OF TWENTY CENTS
($0.20) PER SQUARE FOOT OF RENTABLE FLOOR AREA OF THE LEASED PREMISES OR TWO
PERCENT (2%) OF THE TOTAL DOLLAR AMOUNT OF THE TENANT'S ALLOWANCE DESCRIBED IN
SECTION 19.03 towards the cost of Landlord's supervision and overhead during the
installation by the Tenant of ITS INITIAL leasehold improvements and
alterations. After installation of the Tenant's initial leasehold improvements
the Tenant shall pay to the Landlord its actual costs paid to third parties for
plan and drawing review, granting of approvals, and supervision in connection
with any leasehold improvements or alterations carried out by or on behalf of
the Tenant including engineering and legal costs if any.

SECTION 7.18    GLASS

            To pay the cost of replacement of glass with as good quality and
size of any glass broken on the Leased Premises during the continuance of this
Lease, unless the Tenant can prove that such breakage is the result of an act of
the Landlord, its employees, servants, agents, contractors, licensees or
invitees.



<PAGE>
                                    Page 18


SECTION 7.19    WINDOW COVERINGS

            To comply with the Landlord's scheme of uniform window covers for
the windows of the Building and not use any drapes or curtains except such as
have lining on the side thereof facing the interior surface of exterior windows
of a colour, shade and material approved by the Landlord.

SECTION 7.20    SIGNS

            Not to erect or maintain any sign, picture, advertisement, notice,
lettering, flag, decoration or direction upon any part of the outside walls of
the Building or in any common area of the Building or upon either the outside or
inside of the windows or doors of the Leased Premises except such as are
provided by the Landlord under the provisions of Section 9.12.

SECTION 7.21    NAME OF BUILDING

            Not to refer to the Building by any name other than that designated
from time to time by the Landlord nor to use such name for any purpose other
than the business address of the Tenant, and the Tenant may use the name of the
Building for the business address of the Tenant but for no other purpose,
provided the Tenant may use the municipal number instead of the name of the
Building.

SECTION 7.22    KEEP TIDY

            At the end of each business day to leave the Leased Premises in a
reasonably tidy condition for the purpose of the performance of the Landlord's
cleaning services.

                                    ARTICLE 8

                               LANDLORD'S COVENANT

SECTION 8.01    QUIET ENJOYMENT

            THE LANDLORD COVENANTS WITH THE TENANT for quiet enjoyment.

                                    ARTICLE 9

                          LANDLORD'S FURTHER COVENANTS

SECTION 9.01

            THE LANDLORD FURTHER COVENANTS WITH THE TENANT AS FOLLOWS:

SECTION 9.02    LANDLORD'S REPAIRS

      (a)   To keep in a good and reasonable state of repair, and consistent
      with the general standards of first-class office buildings in Metropolitan
      Toronto, but subject to Section 12.01 and with the exception of reasonable
      wear and tear:

            (i)   Those portions of LuCliff Place consisting of lobbies,
            landscaped areas, entrances and other facilities from time to time
            provided for common use and enjoyment, and the exterior portions of
            all buildings and structures from time to time forming part of
            LuCliff Place and affecting its general appearance.


<PAGE><PAGE>
                                    Page 19


            (ii)  The buildings and structures comprising LuCliff Place (other
            than the Leased Premises) and premises of other tenants, including
            the residential and retail portions of LuCliff Place) including the
            foundation, roof, exterior walls including glass portions thereof,
            the systems for interior climate control, the elevators, entrances,
            stairways, corridors and lobbies and washrooms from time to time
            provided for use in common by the Tenant and other tenants of the
            Building and LuCliff Place and the systems provided for bringing
            utilities to the Leased Premises;

            (iii)       The  structural  members or  elements  of the Leased
                        Premises; and

      (b)   To repair  defects in  construction  performed or  installations
      made  by the  Landlord  in the  Leased  Premises  and  insured  damage
      therein;

      (c)   The Landlord shall not be liable for any damages, direct, indirect
      or consequential, or for damages for personal discomfort, illness or
      inconvenience of the Tenant, or the Tenant's servants, clerks, employees,
      invitees or other persons or by reason of failures of equipment,
      facilities or systems or reasonable delays in the performance of repairs,
      replacements and maintenance, unless caused by the deliberate act or
      omission, or the negligence of the Landlord, its servants, agents or
      employees.

SECTION 9.03    HEATING

            To provide heating of the Leased Premises to an extent sufficient to
maintain therein at all time during normal business hours, except during the
making of repairs, a reasonable temperature; but should the Landlord make
default in so doing, it shall not be liable for indirect or consequential
damages or damages for personal discomfort or illness.

SECTION 9.04    AIR-CONDITIONING

            To operate, as reasonably necessary during business hours the
air-conditioning equipment and systems serving the Leased Premises; in case such
equipment or systems be damaged or destroyed, or, in the opinion of the
Landlord, require repairs, inspections, overhauling or replacement, the Landlord
shall carry out such work with all reasonable speed, but shall not be liable for
any damages, direct, indirect or consequential, or for personal discomfort or
illness of the Tenant or his, its or their servants, clerks, employees,
invitees, or other persons by reason of the resulting interruption in
air-conditioning nor shall Rent abate during any such interruptions. The
Tenant's interior office layout, submitted to the Landlord for approval pursuant
to Section 7.16 hereof, shall be modified by the Tenant, if necessary, in
accordance with the reasonable requirements of the heating and air-conditioning
engineers of the Landlord, in order to secure maximum efficiency of the heating
and air-conditioning systems serving the Leased Premises. The Tenant covenants
to keep all air-conditioning vents within the Leased Premises free and clear of
all obstructions and objects. The Tenant acknowledges that one year may be
required after the Tenant has fully occupied the Leased Premises in order to
adjust and balance the heating and air-conditioning systems.

SECTION 9.05    ELEVATOR

            To furnish, except when repairs are being made, passenger elevator
service during normal business hours; operatorless automatic elevator service,
if used, shall be deemed "elevator service" within the meaning of this
paragraph; and to permit the Tenant and the employees of the Tenant to have the
free use of such elevator service in common with others, but the Tenant and such
employees and all other persons using the same shall do so at their sole risk
and under no circumstances shall the Landlord be held responsible for any damage
or injury happening to any person while using the same or occasioned to any
person by any elevator or any of its appurtenances except for such damage or
injury resulting from the negligence of the


<PAGE>
                                    Page 20


Landlord, its servants or employees. In case the elevators of the Building shall
be injured or destroyed or be in the course of replacement or rebuilding, the
Landlord shall commence the repair thereof as soon as may be conveniently done
and shall repair or replace the same and put the same in working order. There
shall be no liability on the Landlord for any claim in respect of any failure by
the Landlord to provide elevator service during any power failure or other cause
beyond the control of the Landlord or by reason of the carrying out of any
repairs, maintenance or replacement of elevators, nor shall there be, consequent
upon the foregoing, any repayment or reduction in the Rent reserved hereby.

SECTION 9.06    ACCESS

            To permit the Tenant and the employees of the Tenant and all persons
lawfully requiring communication with them to have the use during normal
business hours in common with others of the common areas of the Building,
including the main lobby of LuCliff Place, stairways, corridors on the floor or
floors on which the Leased Premises are situate, elevators and washrooms
therein. It is agreed that the Tenant and all other persons permitted to use
such common areas shall do so at his, her or their sole risk with no liability
attributable to the Landlord in any circumstances. At times other than during
normal business hours the Tenant and the employees of the Tenant and persons
lawfully requiring communications with the Tenant shall have access to the
Building and to the Leased Premises and use of the elevators only in accordance
with the Rules and Regulations.

SECTION 9.07    WASHROOMS

            To permit the Tenant and the employees of the Tenant in common with
others entitled thereto to use those washrooms in the Building on the floor or
floors on which the Leased Premises are situated, and which are not entirely
within the premises of another tenant.

SECTION 9.08    CARETAKING

            To employ personnel to cause when reasonably necessary from time to
time the floors and windows of the Leased Premises to be swept and cleaned and
the desks, tables and other furniture of the Tenant to be dusted all in keeping
with a first-class office building, but with the exception of the obligation to
cause such work to be done, the Landlord shall not be responsible for any act or
omission or commission on the part of the person or persons employed to perform
such work; such work shall be done at the Landlord's direction without
interference by the Tenant, his servants or employees. Save as aforesaid, all
carpets, broadloom or drapes shall be cleaned and maintained by the Tenant.

SECTION 9.09    MAINTENANCE OF COMMON AREAS

            To cause the elevators, entrances, stairways, corridors, lobbies,
washrooms and other parts of the Building from time to time provided for common
use and enjoyment to be swept, cleaned or otherwise maintained.

SECTION 9.10    LIGHTING

            To light adequately, when reasonably required, the common areas of
the Building except at such times as electric current may not be supplied to the
Landlord and except during breakdowns in equipment, and during the making of
repairs.

SECTION 9.11    DIRECTORY BOARD

            The Landlord shall install a directory board in the main lobby of
the Building containing the names of tenants of space in the Building. The
Tenant shall be entitled to have his name shown upon the directory board, but
the Landlord shall, in its sole discretion, design the


<PAGE>
                                    Page 21


style of such identification and allocate the space of the directory board for
each Tenant. The Landlord shall, at the request and cost of the Tenant, cause to
be painted on or affixed to the entrance door of the Leased Premises the name of
the Tenant in accordance with the Landlord's uniform scheme of lettering for
such doors.


                                   ARTICLE 10

                               FIXTURES, INSURANCE

SECTION 10.01    FIXTURES

            The Tenant may remove his fixtures, provided further, however, that
all installations, alterations, additions, partitions and fixtures other than
trade or Tenant's fixtures in or upon the Leased Premises, whether placed there
by the Tenant or Landlord, shall, immediately upon such placement, be the
Landlord's property without compensation therefor to the Tenant and, except as
hereinafter mentioned in this Section 10.01, shall not be removed from the
Leased Premises by the Tenant at any time either during or after the Term.
Notwithstanding anything herein contained, the Landlord shall be under no
obligation to repair or maintain the Tenant's installations, alterations,
additions, partitions and fixtures or anything in the nature of a leasehold
improvement made or installed by the Tenant; and further notwithstanding
anything herein contained, the Landlord shall have the right upon the
termination of the Lease by effluxion of time or otherwise to require the Tenant
to remove his installations, alterations, additions, partitions and fixtures or
anything in the nature of a leasehold improvement made or installed by the
Tenant and to make good any damage caused to the Leased Premises by such
installation or removal. Provided that the Tenant may, if it is not in default,
remove its trade fixtures at the expiration or sooner termination of this Lease,
making good any damage caused to the Leased Premises by such installation or
removal. The Landlord agrees that the Tenant's fumehoods shall be deemed to be
Tenant's trade fixtures. NOTWITHSTANDING THE FOREGOING IF THE TENANT IS NOT THEN
IN DEFAULT THE TENANT SHALL NOT BE REQUIRED TO REMOVE ITS LEASEHOLD IMPROVEMENTS
AT THE EXPIRATION OF THE TERM OR TO RESTORE THE LEASED PREMISES TO THE CONDITION
THEY WERE IN PRIOR TO THE TENANT'S OCCUPANCY. AT THE EXPIRATION OF THE TERM, THE
LEASED PREMISES SHALL BE LEFT IN AN "AS IS" CONDITION. IN THE EVENT THE TENANT
DOES REMOVE ANY LEASEHOLD IMPROVEMENTS OR TRADE FIXTURES (WITH THE LANDLORD'S
PERMISSION) FROM THE LEASED PREMISES, THE TENANT SHALL BE RESPONSIBLE TO REPAIR
ANY DAMAGE WHICH MAY HAVE BEEN CAUSED TO THE LEASED PREMISES OR THE BUILDING BY
THE INSTALLATION OR REMOVAL THEREOF, REASONABLE WEAR AND TEAR EXCEPTED.
Notwithstanding the foregoing all Tenant's personal property, however installed
in or affixed to the Leased Premises shall at all times remain the property of
the Tenant and may be removed from time to time. For greater certainty, this
clause shall also apply to the Tenant's security system. The Tenant shall repair
any damage caused by the installation or removal of the Tenant's personal
property. The Landlord waives any right to any lien or other security interest
in any of the Tenant's personal property, save and except for the Landlord's
distress rights hereunder or at law.

SECTION 10.02    TENANT'S INSURANCE

            The Tenant shall take out and keep in force during the Term:

      (a) Comprehensive general public liability (including bodily injury, death
      and property damage) insurance on an occurrence basis with respect to the
      business carried on, in or from the Leased Premises and the Tenant's use
      and occupancy thereof not less than ONE MILLION DOLLARS ($1,000,000.00)
      which insurance shall include the Landlord as a named insured and shall
      protect the Landlord in respect of claims by the Tenant as if the Landlord
      were separately insured; and

      (b) Insurance in respect of fire and other such perils as are from time to
      time defined


<PAGE>
                                    Page 22


      in the usual extended coverage endorsement covering the Tenant's trade
      fixtures and the furniture and equipment of the Tenant and all leasehold
      improvements of the Tenant, and which insurance shall include the Landlord
      as a named insured as the Landlord's interest may appear with respect to
      insured leasehold improvements and provide that any proceeds recoverable
      in the event of loss to leasehold improvements shall be payable to the
      Landlord (but the Landlord agrees to make available such proceeds towards
      the repair or replacement of the insured property if this Lease is not
      terminated pursuant to any other provision hereof).

            All insurance required to be maintained by the Tenant hereunder,
shall contain full replacement cost coverage and shall be on terms and with
insurers to which the Landlord has no reasonable objection. The Tenant shall
furnish to the Landlord if and whenever requested by it, certificates or other
evidence acceptable to the Landlord as to the insurance from time to time
required to be effected by the Tenant and its renewal or continuation in force.
If the Tenant shall fail to take out, renew and keep in force such insurance the
Landlord may do so as the agent of the Tenant and the Tenant shall repay to the
Landlord any amounts paid by the Landlord as premiums forthwith upon demand.

                                   ARTICLE 11

                      LICENCES, ASSIGNMENTS AND SUBLETTINGS

SECTION 11.01    LICENCES, ETC.

            The Tenant shall not permit any part of the Leased Premises to be
used or occupied by any person other than the Tenant, and the employees of the
Tenant, or permit any part of the Leased Premises to be used or occupied by a
licensee or concessionaire, or permit any persons to be upon the Leased Premises
other than the Tenant, and its employees, customers and others having lawful
business with them.

SECTION 11.02    ASSIGNMENTS AND SUBLETTINGS

            The Tenant shall not assign this Lease or sublet the whole or any
part of the Leased Premises unless:

      (a)   it shall have received or procured a bona fide written offer
      therefor to take an assignment or sublease which is not inconsistent with,
      and the acceptance of which would not breach any provisions of this Lease
      if this Section 11.02 is complied with and which the Tenant has determined
      to accept subject to this Section 11.02 being complied with, and

      (b)     it shall  have  first  requested  and  obtained  the  consent in
      writing of the Landlord thereto;

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

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

            Any request for such consent shall be in writing and accompanied by
a true copy of such offer, and the Tenant shall furnish to the Landlord all
information available to the Tenant or any additional information requested by
the Landlord, as to the responsibility, reputation,

<PAGE>
                                    Page 23



financial standing and business of the proposed assignee or subtenant. Within
fifteen (15) days after the receipt by the Landlord of such request for consent
and of all information which the Landlord shall have requested hereunder (and if
no such information has been requested, within fifteen (15) days after receipt
of such request for consent) the Landlord shall have the right upon notice in
writing to the Tenant, if the request is to assign this Lease or sublet the
whole of the Leased Premises, to cancel and terminate this Lease, or if the
request is to sublet a part of the Leased Premises only, to cancel and terminate
this Lease with respect to such part, in each case as of a termination date
sixty (60) days following the giving of such notice, and in such event the
Tenant shall surrender the whole or part, as the case may be, of the Leased
Premises in accordance with such notice and Rent shall be apportioned and paid
on the date of surrender and, if a part only of the Leased Premises is
surrendered, Rent shall thereafter abate proportionately. If the Landlord shall
not exercise the foregoing right of cancellation then the Landlord's consent to
the Tenant's request for consent to assign or sublet shall not be unreasonably
withheld and if such consent shall be given, the Tenant shall assign or sublet,
as the case may be, only upon the terms set out in the offer submitted to the
Landlord as aforesaid and not otherwise, and within six (6) months after the
Tenant's request for consent and only upon the assignee or subtenant entering
into a covenant in form satisfactory to the Landlord's solicitors to perform,
observe and keep each and every covenant, proviso, condition and agreement in
this Lease on the part of the Tenant to be performed, observed and kept
including payment of Rent and all other sums and payments agreed to be paid or
payable under this Lease on the days and at the times and in the manner herein
specified.

            Whether or not the Landlord consents to any request as aforesaid,
the Tenant shall pay to the Landlord all reasonable costs incurred by the
Landlord in considering any request for consent and in completing any of the
documentation involved in implementing any such assignment or sublet including
the agreements between the Landlord and each of the Tenants and any assignee or
subtenant.

            Without limitation, the Tenant shall for purposes of this paragraph
11 be considered to assign or sublet in any case where it permits the Leased
Premises or any portion thereof to be occupied by persons other than the Tenant,
its employees and others engaged in carrying on the business of the Tenant,
whether pursuant to the assignment, subletting, license or other right, and
shall also include any case where any of the foregoing occurs by operation of
law. The Tenant shall also be considered to assign or sublet if the Tenant is a
corporation of which this Lease is, in the reasonable opinion of the Landlord, a
material asset or a material liability and control of such corporation changes,
and to permit the application of this provision the Tenant (if a corporation)
covenants to notify the Landlord of any proposed change of control.

            Notwithstanding the foregoing provisions of this Section the Tenant
shall have the right to assign this Lease or sublet all or a portion of the
Leased Premises to a corporation or entity which controls the Tenant, or is
controlled by the Tenant, or is controlled by the same entity that controls the
Tenant, without the consent of the Landlord; provided that the Tenant shall be
required to notify the Landlord of such assignment or subletting, to provide
reasonable proof of the control described above; and further provided that such
assignee or subtenant and the Tenant shall be required to enter into the
agreement with the Landlord to perform the lease covenants as described above in
this Section 11.02; no such assignment or subletting shall release or relieve
the Tenant from its obligations to fully perform all the terms, covenants, and
conditions of this Lease on its part to be performed, and the Tenant shall be
jointly and severally liable with such assignee or subtenant.

SECTION 11.03   RELEASE OF TENANT

            In no event shall any assignment or subletting to which the Landlord
may have consented, release or relieve the Tenant from its obligations to fully
perform all the terms, covenants and conditions of this Lease on its part to be
performed. No consent by the Landlord to any assignment or subletting shall be
construed to mean that the Landlord has consented or


<PAGE>
                                    Page 24


will consent to any further assignment or subletting. The Tenant agrees that it
will sign the agreement which is to be signed by any assignee or subtenant as
described in Section 11.02 above, and will agree to be jointly and severally
liable with such assignee or subtenant.


<PAGE>
                                    Page 25


                                   ARTICLE 12

                             DAMAGE AND DESTRUCTION


SECTION 12.01   ABATEMENT AND TERMINATION

            It is agreed between the Landlord and the Tenant that:

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

            (i)   Unless the damage was caused by the fault or negligence of the
            Tenant or its employees, invitees or others under its control, from
            and after the expiration of ten (10) days after the occurrence of
            the damage and until the Leased premises are again reasonably
            capable of use and occupancy as aforesaid, Basic Rent (but not any
            other payments required to be made by the Tenant hereunder) shall
            abate from time to time in proportion to the part or parts of the
            Leased Premises not reasonably capable of such use and occupancy,
            and

            (ii)   Unless this Lease is terminated as hereinafter provided, the
            Landlord or the Tenant, as the case may be (according to the nature
            of the damage and their respective obligations to repair as provided
            in Sections 9.03 and 7.01, shall repair such damage with all
            reasonable diligence, but to the extent that any part of the Leased
            Premises is not reasonably capable of such use and occupancy by
            reason of damage which the Tenant is obligated to repair hereunder,
            any abatement of rent to which the Tenant is otherwise entitled
            hereunder shall not extend later than the time by which, in the
            reasonable opinion of the Landlord, repairs by the Tenant ought to
            have been completed with reasonable diligence, and

      (b)   If either:

            (i)   the Leased Premises, or

            (ii)  premises whether of the Tenant or other tenants of LuCliff
            Place comprising in the aggregate half or more of the Rentable Area
            of the Building or of LuCliff Place,

      are substantially damaged or destroyed by any cause to the extent such
      that in the reasonable opinion of the Landlord they cannot be repaired or
      rebuilt within one hundred and eighty (180) days after the occurrence of
      the damage or destruction, the Landlord OR THE TENANT may at its option,
      exercisable by written notice to the OTHER given within thirty (30) days
      of the occurrence of such damage order destruction, terminate this lease,
      in which event neither the Landlord nor the Tenant shall be bound to
      repair as provided in clauses 9.03 and 7.01 and the Tenant shall instead
      deliver up possession of the Leased Premises to the Landlord forthwith but
      in any event within sixty (60) days after delivery of such notice of
      termination, and rent shall be apportioned and paid to the date upon which
      possession is so delivered up (but subject to any abatement to which the
      Tenant may be entitled under Subsection 12.01 (a) of this Section by
      reason of the Leased Premises having been rendered in whole or in part not
      reasonably capable of use and occupancy), but otherwise the Landlord or
      the Tenant as the case may be (according to the nature of the damage and
      their respective obligations to repair) shall repair such damage with all
      reasonable diligence.


<PAGE>
                                    Page 26


                                   ARTICLE 13

                           LOSS AND DAMAGE TO PROPERTY

SECTION 13.01

            Saving and excepting any loss, damage or injury arising out of the
negligence of the Landlord, its servants or employees and against which the
Tenant is not insured and is not required to be insured under this Lease the
Landlord shall not be liable or responsible in any way for any loss of or damage
or injury to any property belonging to the Tenant or to employees of the Tenant
or to any other person while such property is on the Leased Premises or in the
Building or in or on the surrounding area owned by the Landlord comprising
LuCliff Place, whether or not such property has been entrusted to employees of
the Landlord and without limiting the generality of the foregoing, the Landlord
shall not be liable for any damage to any such property caused by steam, water,
rain or snow which may leak into, issue or flow from any part of the Building or
from the water, steam or drainage pipes or plumbing works of the Building, or
from any other place or quarter or for any damage caused by or attributable to
the condition or arrangement of any electric or other wiring or for any damage
caused by anything done or omitted by any other tenant.


                                   ARTICLE 14

                                   LIABILITIES

SECTION 14.01   IMPOSSIBILITY OF PERFORMANCE

            It is understood and agreed that whenever and to the extent that the
Landlord shall be unable to fulfil, or shall be delayed or restricted in the
fulfilment of any obligation hereunder in respect of the supply or provision of
any service or utility or the doing of any work or the making of any repairs by
reason of being unable to obtain the material, goods, equipment, service,
utility or labour required to enable it to fulfil such obligations or by reason
of any statute, law or order-in-council or any regulation or order passed or
made pursuant thereto or by reason of the order or direction of any
administration, controller or board, or any governmental department or officer
or other authority or by reason of not being able to obtain any permission or
authority required thereby, or by reason of any other cause beyond its control
whether of the foregoing character or not, the Landlord shall be entitled to
extend the time for fulfilment of such obligation by a time equal to the
duration of such delay or restriction and the Tenant shall not be entitled to
compensation for any inconvenience, nuisance or discomfort thereby occasioned.

SECTION 14.02   CLAIMS FOR COMPENSATION

            No claim for compensation shall be made by the Tenant by reason of
inconvenience, damage or annoyance arising from the necessity of repairing any
portion of LuCliff Place of which the Leased Premises form a part, howsoever the
necessity may arise.

                                   ARTICLE 15

                                TENANT'S DEFAULT

SECTION 15.01   RE-ENTRY

            Provided and it is hereby expressly agreed that if and whenever the
Rent hereby reserved or any part thereof shall not be paid on the days appointed
for payment thereof, whether lawfully demanded or not, or in the case of breach
or non-observance or non-performance of any


<PAGE>
                                    Page 27



of the covenants, agreements, provisos, conditions or Rules and Regulations on
the part of the Tenant to be kept, observed or performed, FOR A PERIOD OF TEN
(10) DAYS FOLLOWING RECEIPT OF WRITTEN NOTICE OF SUCH BREACH OR NON-OBSERVANCE
OR NON-PERFORMANCE, or in case the Leased Premises shall be vacated or remain
unoccupied for fifteen (15) CONSECUTIVE days or in case the term shall be taken
in execution or attachment for any cause whatever, then and in every such case,
it shall be lawful for the Landlord thereafter to enter into and upon the Leased
Premises or any part thereof in the name of the whole and the same to have
again, repossess and enjoy as of its former estate, anything in this Lease
contained to the contrary notwithstanding other than proviso to this Section 15:
Provided that notwithstanding anything to the contrary hereinbefore in this
Section 15 contained, the Landlord shall not at any time have the right to
re-enter and forfeit this Lease by reason of the Tenant's default in the payment
of Basic Rent and Additional Rent, hereby reserved by this Lease, unless and
until the Landlord shall have given to the Tenant at least five (5) business
days' written notice of its intention so to do and setting forth the default
complained of and the Tenant shall have the right during such five (5) business
days to cure any such default in payment of Rent; PROVIDED THAT IN THE EVENT OF
A BREACH, NON-OBSERVANCE, OR NON-PERFORMANCE BY THE TENANT WHICH IS CAPABLE OF
BEING CURED, BUT IS NOT REASONABLY CAPABLE OF BEING CURED WITHIN THE TEN (10)
DAY NOTICE PERIOD DESCRIBED ABOVE THE TENANT SHALL NOT BE DEEMED TO BE IN
DEFAULT IF IT HAS COMMENCED TO REMEDY SUCH BREACH OR NON-OBSERVANCE OR
NON-PERFORMANCE AND HAS DILIGENTLY THEREAFTER PROCEEDED TO COMPLETE THE
REMEDYING THEREOF.

SECTION 15.02   LANDLORD'S RIGHT TO PERFORM

            In addition to all other remedies the Landlord may have by this
Lease, at law or in equity, if the Tenant shall make default in any of its
obligations hereunder, the Landlord may as its option perform any such
obligations after fifteen (15) days' written notice to the Tenant and in such
event the cost of performing such obligations plus an administrative charge of
fifteen percent (15%) of such cost, shall be payable by the Tenant to the
Landlord on the next ensuing Rent payment date as Additional Rent, together with
interest at the Stipulated Rate of Interest from the date of the performance of
such obligations by the Landlord. On default of such payment, the Landlord shall
have the same remedies as on default of payment of Rent. In addition, the
Landlord shall be entitled to collect to pro-rated amount of interest computed
at the Stipulated Rate of Interest upon all arrears of Rent with a minimum of
one (1) month's interest as aforesaid, if the Rent is in arrears for more than
five (5) working days. Such interest shall be computed from the day following
the due date(s) of such Rent to the date of payment thereof.

SECTION 15.03 BANKRUPTCY, ETC.

            Provided further that in case without the written consent of the
Landlord the Leased Premises shall be used by any other person than the Tenant,
the Tenant's permitted assigns or permitted subtenant, or shall be used for any
other purpose than that for which the same were let or in case the Term or any
of the goods and chattels of the Tenant shall be at any time seized in execution
or attachment by any creditor of the Tenant or the Tenant shall make any
assignment for the benefit of creditors or any bulk sale or become bankrupt or
insolvent or take the benefit of any Act now or hereafter in force for bankrupt
or insolvent debtors, or, if the Tenant is a corporation and any order shall be
made for the winding-up of the Tenant, or other termination of the corporate
existence of the Tenant, then in any such case this Lease shall at the option of
the Landlord cease and determine and the Term shall immediately become forfeited
and void and the then current month's rent and the next ensuing three (3)
months' shall immediately become due and be paid and the Landlord may re-enter
and take possession of the Leased Premises as though the Tenant or other
occupant or occupants of the Leased Premises was or were holding over after the
expiration of the Term without any right whatever.

SECTION 15.04   VACATED OR IMPROPERLY USED

            It is hereby declared and agreed by and between the Landlord and
tenant that in


<PAGE>
                                    Page 28


case the said Leased Premises shall become ABANDONED OR IF THE LEASED PREMISES
SHALL BECOME vacant or not used for the purpose aforesaid and remain so for a
period of fifteen (15) CONSECUTIVE days or if the Leased Premises shall be used
by any other person or persons than the Tenant or for any other purpose than
that for which the same were let without the written consent of the Landlord
this Lease shall at the option of the Landlord forthwith cease and determine and
thereupon the instalments of Basic Rent and Additional Rent accruing due during
the next ensuing three (3) months shall immediately become due and payable to
the Landlord and the Landlord may re-enter and take possession of the demised
premises.

SECTION 15.05   DISTRESS

            The Tenant waives and renounces the benefit of any present or future
statute taking away or limiting the Landlord's right of distress and covenants
and agrees that notwithstanding any such statute none of the goods and chattels
of the Tenant on the Leased Premises at any time during the Term shall be exempt
from levy by distress for Rent in arrears. The Tenant will not sell, dispose of
or remove any of the fixtures, goods or chattels of the Tenant from or out of
the Leased Premises during the Term without the consent of the Landlord, unless
the Tenant is substituting new fixtures, goods and chattels of equal value or is
bona fide disposing of individual items which have become extras for the
Tenant's purposes; and the Tenant will be the owner of its fixtures, goods and
chattels and will not permit them to become subject to any lien, mortgage,
charge or encumbrance.

SECTION 15.06   RIGHT OF RE-ENTRY TO RELET

            The Tenant further covenants and agrees that on the Landlord's
becoming entitled to re-enter upon the Leased Premises under any of the
provisions of this Lease, the Landlord in addition to all other rights shall
have the right to enter the Leased Premises as the agent of the Tenant either by
force or otherwise, without being liable for any prosecution therefor and to
relet the Leased Premises as the agent of the Tenant, and to receive the Rent
therefor and as the agent of the Tenant, to take possession of any furniture or
other property on the Leased Premises and to sell the same at public or private
sale without notice and to apply the proceeds of such sale and any Rent derived
from reletting the Leased Premises upon account of the Rent under this Lease,
and the Tenant shall be liable to the Landlord for the deficiency, if any.

SECTION 15.07   REMEDIES CUMULATIVE

            The Landlord may from time to time resort to any or all of the
rights and remedies available to it in the event of any default hereunder by the
Tenant, either by any provision of this Lease or by statute or the general law,
all of which rights and remedies are intended to be cumulative and not
alternative, and the express provisions hereunder as to certain rights and
remedies are not to be interpreted as excluding any other of additional rights
and remedies available to the Landlord by statute or the general law.

SECTION 15.08   LEGAL EXPENSES

            In the event that it shall be necessary for the Landlord to commence
an action for the collection of Rent herein reserved or any portion thereof, or
any other sum hereunder or if the same must be collected upon the demand of a
solicitor, or in the event that it becomes necessary for the Landlord to
commence an action to compel performance of any of the terms, conditions,
covenants or provisos contained herein, then unless the Landlord shall lose such
action it shall be entitled to collect from the Tenant all reasonable expenses
incurred therefor, including reasonable legal fees.

                                   ARTICLE 16

                             NON-WAIVER, OVERHOLDING


<PAGE>
                                    Page 29


SECTION 16.01   NON-WAIVER

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

SECTION 16.02   OVERHOLDING

            If the Tenant remains in possession of the Leased Premises after the
expiration or sooner termination of the Term without any further written
agreement but with the express or implied consent of the Landlord, and in
circumstances in which a tenancy other than a weekly tenancy would thereby be
implied by implication of law, the Tenant shall be deemed to be a weekly tenant
only upon and subject to the same terms and conditions as herein contained,
except that the weekly Basic Rent shall be 150% of a prorated portion of Basic
Rent payable during the last month of the Term, and nothing, including the
acceptance of any Rent by the Landlord, shall extend to the contrary except a
specific agreement in writing between the Landlord and the Tenant, and the
Tenant hereby authorizes the Landlord to apply any monies received from the
Tenant in payment of such weekly Basic Rent.

                                   ARTICLE 17

                      SUBORDINATION, ACKNOWLEDGEMENT, ETC.

SECTION 17.01  SUBORDINATION

      (a)   This Lease is subject and subordinate to all mortgages (including
      any deed of trust and mortgage securing bonds and all indentures
      supplemental thereto) which may now or hereafter affect LuCliff Place, and
      to all renewals, modifications, consolidations, replacements and
      extensions throughout. The Tenant agrees to execute promptly any
      certificate in confirmation of such subordination as the Landlord may
      request and hereby constitutes the Landlord the agent and attorney of the
      Tenant for the purpose of executing any such certificate and of making
      application at any time and from time to time register postponements in
      favour of any such mortgage in order to give effect to the provisions of
      this Section. EACH AND EVERY TIME THAT THE LANDLORD REQUESTS THAT THE
      TENANT EXECUTE A SUBORDINATION CERTIFICATE AS AFORESAID, THE LANDLORD
      AGREES TO REQUEST AND TO USE REASONABLE EFFORTS TO OBTAIN FROM ANY SUCH
      MORTGAGEE A WRITTEN NON-DISTURBANCE AGREEMENT WHEREIN THE MORTGAGEE AGREES
      THAT THE POSSESSION BY THE TENANT OF THE LEASED PREMISES SHALL NOT BE
      DISTURBED, AFFECTED, OR IMPAIRED BY THE MORTGAGEE PROVIDED THAT THE TENANT
      IS NOT IN DEFAULT BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD AND UNDER
      THIS LEASE.

      (b)   Without limiting the general rights of the Landlord to assign this
      Lease, the Landlord shall be entitled to assign this Lease as collateral
      security for any mortgage or mortgages upon LuCliff Place or any part
      thereof, and the Tenant covenants, if requested to do, to acknowledge in
      writing any notice of assignment of this Lease by the Landlord.

SECTION 17.02   TENANT'S ACKNOWLEDGEMENTS

            The Tenant agrees that it will at any time and from time to time
upon not less than ten (10) days' prior notice execute and deliver to the
Landlord a statement in writing certifying


<PAGE>
                                    Page 30


that this Lease is unmodified and in full force and effect (or, if modified,
stating the modifications and that the same is in full force and effect as
modified), the amount of the annual rental then being paid hereunder, the dates
to which the same, by instalments or otherwise, and other charges hereunder have
been paid, and whether or not there is any existing default on the part of the
Landlord of which the Tenant has notice and any other matter pertaining to this
Lease as to which the Landlord shall request a statement.

SECTION 17.03   REGISTRATION

                  The Tenant covenants and agrees with the Landlord that the
Tenant will not register this Lease in this form in the Registry Office or the
Land Titles Office. The Tenant shall not register or cause to be registered any
notice of this Lease except in a form which shall have been approved prior to
registration by the solicitors for the Landlord acting reasonably. It is the
intent of the parties that such Notice of Lease shall disclose the minimum
amount of information regarding the terms and conditions of this Lease that is
necessary to protect the Tenant's interest in the lands, and shall not disclose
the amount of Rent being paid.


                                   ARTICLE 18

                                  MISCELLANEOUS

SECTION 18.01   RECOVERY OF ADJUSTMENTS

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

SECTION 18.02   LEASE ENTIRE AGREEMENT

            The Tenant acknowledges that there are no covenants,
representations, warranties, agreements or conditions expressed or implied,
collateral or otherwise forming part of or in any way affecting or relating to
this Lease save as expressly set out in this Lease and that this Lease
constitute the entire agreement between the Landlord and the tenant and may not
be modified except as herein explicitly provided or except by subsequent
agreement in writing of equal formality hereto executed by the Landlord and the
Tenant. Notwithstanding the foregoing, the Tenant shall remain liable to pay for
those improvements in the Leased Premises which have been made by the Landlord
for or on behalf of the Tenant and which are in excess of the work otherwise
required to be done by the Landlord.

SECTION 18.03   COVENANTS, SEVERABILITY

            The Landlord and the Tenant agree that 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 paragraph
hereof. Should any provision or provisions of this Lease be illegal or not
enforceable it or they shall be considered separate and severable from the Lease
and its remaining provisions shall remain in force and be binding upon the
parties hereto as though the said provision or provisions had never been
included.

SECTION 18.04   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 of any provisions hereof.


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                                    Page 31


SECTION 18.05   AGENCY

            The Landlord may perform all or any of its obligations hereunder by
or through such managing or other agency or agencies as it may from time to time
determine and the Tenant shall, ^^ as from time to time directed by the
Landlord, pay to any such agent any moneys payable hereunder to the Landlord.

SECTION 18.06   NOTICE

            Any notice required or contemplated by any provision of this Lease
shall be given in writing enclosed in a sealed envelope addressed, in the case
of notice to the Landlord to it at 700 Bay Street, Toronto, Ontario, and in the
case of notice to the Tenant to it at the Leased Premises, and mailed in
Metropolitan Toronto registered and postage prepaid. The time of giving of such
notice shall be conclusively deemed to be the second business day after the day
of such mailing. Such notice shall also be sufficiently given if and when the
same shall be delivered, in the case of notice to the Landlord, to an executive
officer of the Landlord, and in the case of notice to the Tenant, to him
personally or to an executive officer of the Tenant if the Tenant is a
corporation. Such notice, if delivered, shall be conclusively deemed to have
been given and received at the time of such delivery. If in this Lease two or
more persons are named as Tenant, such notice shall also be sufficiently given
if and when the same shall be delivered personally to any one of such persons.
Provided that either party may, by notice to the other, from time to time
designate another address in Canada to which notices mailed more than ten (10)
days thereafter shall be addressed.

SECTION 18.07   INTERPRETATION

            In this Indenture "herein", "hereof", "hereby", "hereunder",
"hereto", "hereinafter", and similar expressions refer to this Indenture and not
to any particular paragraph, section or other portion thereof, unless there is
something in the subject matter or context inconsistent therewith.

SECTION 18.08   BINDING, ENURING AND INTERPRETATION

            This Indenture and everything contained herein shall enure to the
benefit of and be binding upon the respective heirs, executors, administrators,
successors, assigns and other legal representatives as the case may be, of each
and every one of the parties hereto, subject to the granting of consent by the
Landlord as provided in Article 11 to any assignment or sublease, and every
reference herein to any party hereto shall include the heirs, executors,
administrators, successors, assigns and other legal representatives of such
party, and where there is not more than one Tenant or there if a female party or
a corporation, the provisions hereof shall be read with all grammatical changes
thereby rendered necessary and all covenants shall be deemed joint and several.

                                   ARTICLE 19

                              ADDITIONAL PROVISIONS


SECTION 19.01           TENANT'S OPTIONS TO EXTEND 9TH FLOOR TERM

      (a)   Provided that the Tenant has reasonably abided by all the terms,
conditions, and covenants of this Lease, including the covenant to pay rent, is
not then in default of any such term, condition, or covenant beyond any
applicable notice and cure periods, and has not become insolvent or bankrupt or
had a receiver appointed in respect of its assets or business the Tenant shall
have the option to extend the 9th Floor Term for a further period of one (1)
year; Provided that in order to exercise its option to extend the Tenant shall
be required to give the Landlord notice thereof in


<PAGE>
                                    Page 32


writing not later than November 30, 2000, and not earlier than June 1, 2000. If
the Tenant does not deliver the notice as aforesaid, the 9th Floor Term shall
expire on May 31, 2001. Any extension pursuant to this Section 19.01 shall be
upon the same terms, conditions, and covenants contained in this Lease, except
that:

            (i)   the Basic 9th Floor Rent payable pursuant to Section 4.01 of
            this Lease shall not apply, but the Basic 9th Floor Rent for such
            renewal term shall be the market rental per square foot for similar
            improved premises in the Building and any other buildings of
            comparable quality, size, age, and location as the Building at the
            commencement of the renewal term multiplied by the number of square
            feet of Rentable Floor Area of the 9th floor portion of the Leased
            Premises as agreed upon between the Landlord and the Tenant. If the
            Landlord and the Tenant have not agreed upon such said current
            market rental prior to sixty (60) days before the expiry of the 9th
            Floor Term the issue shall NOT be referred to arbitration, but this
            option to extend shall be null and void and the 9th Floor Term shall
            expire on May 31, 2001;

            (ii)  Section 19.03, 19.04, and 19.05 shall not apply;

            (iii) for greater clarity the 9th floor portion of the Leased
            Premises shall be leased on an "as is" basis, the Landlord shall not
            be required to do any work in connection therewith, including any of
            the work described in Section 19.04 below, and there shall be no
            rent free period, fixturing period, leasehold improvement allowance,
            or other tenant inducement payments or allowances.

      (b)   If the Tenant has exercised its right to extend the 9th Floor Term
      as described in subparagraph (a) above, and if the Tenant has reasonably
      abided by all the terms, conditions, and covenants of this Lease,
      including the covenant to pay rent, is not then in default of any such
      term, condition, or covenant beyond any applicable notice and cure
      periods, and has not become insolvent or bankrupt or had a receiver
      appointed in respect of its assets or business the Tenant shall have the
      option to extend the 9th Floor Term for a further period of three (3)
      years so that it shall be co-terminus with the Term; Provided that in
      order to exercise its option to extend the Tenant shall be required to
      give the Landlord notice thereof in writing not later than November 30,
      2001, and not earlier than June 1, 2001. If the Tenant does not deliver
      the notice as aforesaid, the 9th Floor Term shall expire on May 31, 2002.
      Any extension pursuant to this Section 19.01 shall be upon the same terms,
      conditions, and covenants contained in this Lease, except that:

            (i)   the Basic 9th Floor Rent payable pursuant to Section 19.01(a)
            (i) above shall not apply, but the Basic 9th Floor Rent for such
            renewal term shall be SIX DOLLARS AND TWENTY FIVE CENTS ($6.25)
            multiplied by the number of square feet of Rentable Floor Area of
            the 9th floor portion of the Leased Premises (being the same amount
            per square foot as the Basic 10th, 11th, and 12th Floor Rent);

            (ii)  Sections 19.03, 19.04 and 19.05 shall not apply;

            (ii) for greater clarity the Premises shall be leased on an "as is"
            basis, the Landlord shall not be required to do any work in
            connection therewith, including any of the work described in Section
            19.04 below, and there shall be no rent free period, fixturing
            period, leasehold improvement allowance, or other tenant inducement
            payments or allowances.

SECTION 19.02     FURTHER OPTION TO RENEW

            Provided that the Tenant has reasonably abided by all the terms,
conditions, and covenants of this Lease, including the covenant to pay rent, is
not then in default of any such term, condition, or covenant beyond any
applicable notice and cure periods, and has not become insolvent


<PAGE>
                                    Page 33


or bankrupt or had a receiver appointed in respect of its assets or business the
Tenant shall have the option to renew the Lease of the entire Leased Premises
(being either the 10th, 11th, and 12th floors of the Office Section of the
Building, or the 9th, 10th, 11th, and 12th floors thereof if the Tenant has
exercised its right to extend the 9th Floor Term pursuant to Section 19.01(b)
hereof) for one further term of five (5) years; Provided that in order to
exercise its option to renew the Tenant shall be required to give the Landlord
notice thereof in writing not later than November 30, 2004, and not earlier than
June 1, 2004. If the Tenant does not deliver the notice as aforesaid, this Lease
shall terminate upon the expiration of the Term on May 31, 2005. Any renewal
pursuant to this Section 19.02 shall be upon the same terms, conditions, and
covenants contained in this Lease, except that:

      (a)   there shall be no further right to renew this Lease;

      (b)   the Basic Rent payable pursuant to Section 4.01 of this Lease shall
      not apply, but the Basic Rent for such renewal term shall be the market
      rental per square foot for similar improved premises in the Building and
      any other buildings of comparable quality, size, age, and location as the
      Building at the commencement of the renewal term multiplied by the number
      of square feet of Rentable Floor Area of the Leased Premises. If the
      Landlord and the Tenant have not agreed upon such said current market
      rental prior to sixty (60) days before the expiry of the Term the issue
      shall NOT be referred to arbitration, but this option to renew shall be
      null and void and the Term shall expire on May 31, 2005;

      (c)   Sections 19.03, 19.04 and 19.05 of this Lease shall not apply;

      (d)   for greater clarity the Premises shall be leased on an "as is"
      basis, the Landlord shall not be required to do any work in connection
      therewith, including any of the work described in Section 19.04 below, and
      there shall be no rent free period, fixturing period, leasehold
      improvement allowance, or other tenant inducement payments or allowances.


SECTION 19.03     TENANT'S LEASEHOLD IMPROVEMENTS (TENANT'S ALLOWANCE)

            Provided that the Lease has been fully executed by the Landlord and
the Tenant the Landlord shall pay to the Tenant a leasehold improvement
allowance (the "Allowance") of up to SEVEN DOLLARS ($7.00) per square foot of
Rentable Floor Area of the 10th, 11th, and 12th floors of the Leased Premises
plus GST; The Allowance will be paid on a monthly basis as the costs are
incurred as evidenced by invoices related to Tenant improvements work on the
Leased Premises delivered to the Landlord by the Tenant up to the maximum of
SEVEN DOLLARS ($7.00) per square foot as aforesaid.

SECTION 19.04     LANDLORD'S WORK

            The Landlord shall at the earliest reasonable time provide, in a
good and workmanlike manner at its expense the following work (the "Landlord's
Work"):

      (a) replace or repair T-Bar on the 9th Floor ceiling system, acoustic
      ceiling tiles, and building standard light fixtures where in the
      reasonable opinion of the Landlord and the Tenant such work is required.
      All bulbs and ballasts shall be in good working order;

      (b)   provided  clean building  standard  blinds in good working order
      throughout the Leased Premises;

      (c)   ensure the 9th Floor  Premises  are clean and free of all refuse
      and chattels;

      (d)   provide the Tenant with  building  standard  electrical  service
      to the Leased Premises in good working order;


<PAGE>
                                    Page 34


      (e)   refurbish, to the most current Building standard, the washrooms
      serving the 9th, 10th, 11th, and 12th floors on which the Tenant's
      Premises are located with feminine product dispensers, baseboard heaters
      and painted where in the reasonable opinion of the Landlord and the Tenant
      such work is required on a per floor basis;

      (f)   new paint and flooring of the 10th floor Common Area lobby;

The Landlord's Work will commence immediately (subject to any existing tenant's
occupancy) and shall be done in conjunction with the Tenant's Work. It is
understood and agreed that the foregoing shall constitute the Landlord's base
building work and such work will not form part of the cost of the Tenant's
leasehold improvements described in Section 19.03 above.

SECTION 19.05     MOVE IN

            Provided that the Tenant is not in default of this Lease or the
Existing Lease, the Tenant will not be charged for any elevator service,
supervision, guard service, or basic cleaning for its initial move in to the 9th
Floor portion of the Leased Premises.

SECTION 19.06     ENVIRONMENTAL

            To the best of its knowledge the Landlord warrants that the
Premises, the Building, and the land on which the Building is situate, do not
contain any environmental contamination, including asbestos, PCB's, or other
contaminants, in violation of any laws or by-laws.

SECTION 19.07     FIBRE OPTICS

            The Landlord represents that to the best of its knowledge the
Building can provide access points for fibre optic lines.

SECTION 19.08     24 HOUR ACCESS

            It is understood and agreed that the Tenant, its employees and
invitees shall have the right twenty-four (24) hours per day, seven (7) days per
week, throughout the Term to have access to the Leased Premises and parking
facilities for the Building and to use the Common Areas for its intended
purposes in common with others entitled thereof. The foregoing access to the
Leased Premises shall include continuous supply (except in the case of an
emergency and scheduled maintenance) by the Landlord of electric power, hot and
cold running water in the Building, heat, air-conditioning (HVAC), lights within
the Leased Premises and elevator services to the Leased Premises, as outlined in
this Lease, and be subject in the case of hours which are not the normal
business hours for the Building, to the terms of this Lease (including, but not
limited to charges for Additional Services) and the Rules and Regulations
attached as Schedule "B" or made pursuant to this Lease.

SECTION 19.09     PARKING

      (a)   The Landlord shall allocate to the Tenant and the Tenant shall rent
      from the Landlord during the Term and any renewal thereof fifteen (15)
      unreserved parking spaces in the underground parking garage located at
      LuCliff Place.

      (b)   The rental for such unreserved underground parking spaces shall be
      the parking space rental charged from time to time by the Landlord to
      third parties for unreserved monthly parking in the said underground
      parking garage. The rent for the unreserved underground parking spaces
      shall be payable monthly in advance on the first day of each and every
      month as Additional Rent commencing June 1, 2000.

      (c)   The Landlord shall not be responsible for any loss or damage to
      property or any


<PAGE>
                                    Page 35


      personal injury which shall be sustained by the Tenant or any employee,
      customer, or other persons who may be in the said underground parking
      garage or the entrances and driveways appurtenant thereto, or occasioned
      in connection with the use of the said underground parking garage. All
      risks of any such injury or loss are assumed by the Tenant who shall hold
      the Landlord harmless and indemnified therefrom. The Tenant acknowledges
      and agrees that no security services shall be provided and that the use of
      the parking space shall be at the risk of the Tenant, its employees and
      its customers.


<PAGE>
                                    Page 36


      (d)   Notwithstanding any other provision of this Lease the Tenant shall
      not have the right to assign or sublet the right to use the said
      unreserved parking spaces without the written consent of the Landlord
      which may be arbitrarily and unreasonably withheld. Any purported
      subletting or assigning of, or permission to occupy, any parking space
      rented by the Tenant hereunder without the Landlord's written consent
      shall be null and void. If the Tenant purports to so assign, sublet, or
      permit occupancy without the Landlord's written consent the Landlord shall
      have the right to terminate the Tenant's right to rent all parking spaces
      hereunder forthwith by delivery of written notice to the Tenant.

      (e)   The Tenant shall comply with all rules and regulations with respect
to the use of the parking facility provided for the Building made by the
Landlord from time to time.

SECTION 19.10           TENANT'S RIGHT OF FIRST OFFER

            If the Tenant is not then in default under this Lease the Tenant
shall have, throughout the Term and any renewals thereof, the continuing Right
of First Offer to lease space that is available or may become available on the
14th floor of the Office Section on the following terms and conditions:

      (a)   The Landlord shall give the Tenant the earliest reasonable notice
      that space will be coming available. The Landlord will provide the Tenant
      with an outline of the basic terms and conditions it is willing to accept
      from a third party dealing at "arm's length" with the Landlord.

      (b)   The Tenant shall have five (5) business days from receipt of the
      Landlord's outline to enter into an agreement to lease such space from the
      Landlord for a term expiring on the same date as the Term.

      (c)   If the Tenant fails to enter into such an agreement to lease such
      space with the Landlord within such five (5) business day period the
      Landlord shall be free to market such space for lease and enter into any
      agreement to lease or lease of such space with any third party.

SECTION 19.11           COMMISSION

            The parties acknowledge and agree that as a result of the execution
of this Lease the Landlord is obliged to pay a commission to Royal LePage
Commercial Inc. pursuant to a Commission Agreement dated February 8, 2000, and
that such commission shall not exceed THREE DOLLARS ($3.00) per square foot of
Rentable Floor Area of the 10th, 11th, and 12th Floor Portion of the Leased
Premises and ONE DOLLAR ($1.00) per square foot of Rentable Floor Area of the
9th Floor Portion of the Leased Premises. The Tenant requests that the Landlord
pay the said commission to the said Royal LePage Commercial Inc. and
acknowledges that the said commission has been amortized over the Term and the
9th Floor Term and is included in the Basic Rent payable hereunder. If the
Landlord does not pay the commission payable to Royal LePage Commercial Inc.
pursuant to the above described Commission Agreement the Tenant shall have the
right to pay any commission which is payable by the Landlord directly to Royal
LePage Commercial Inc. and to set


<PAGE>
                                    Page 37


off any such payment of commission payable against the Basic Rent and Additional
Rent payable to the Landlord under this Lease.


                  IN WITNESS WHEREOF the Landlord and the Tenant have hereunto
affixed their respective corporate seals, attested by the hands of their
respective duly authorized offices in that behalf.

SIGNED, SEALED AND DELIVERED        LuCLIFF COMPANY LIMITED



                                    Per:_______________________________
                                          Joseph Fong, General Manager

                                          Date of signature:

                                          VISIBLE GENETICS INC.


                                    Per:_______________________________

                                          Date of signature: