exhibit104.htm


    EXHIBIT
10.4

    


    THIS AMENDMENT TO LEASE
AGREEMENT made to take effect the 1st day of
July 2009.

    


    B
E T W E E N:

    


    DIETER SCHWARZ

    


    (hereinafter
called the “Landlord”)

      OF
THE FIRST PART,

     

    - and
-

     

    WIRELESS RONIN TECHNOLOGIES (CANADA)
INC.

    


    (hereinafter
called the “Tenant”)

     OF
THE SECOND PART.

    


    WITNESSETH
THAT:

    


    WHEREAS by a Lease dated July
1, 2007 being for a term commencing July 1, 2007 and being completed June 30,
2009, (hereinafter called the “Original Lease”), a copy of which is attached
hereto as Appendix “A”, made between the Landlord and the Tenant, the Landlord
did lease unto the Tenant those certain premises municipally known as 4510
Rhodes Drive, Building #800 (the “Leased Premises”), in the City of Windsor, in
the Province of Ontario, as more particularly described in the Original
Lease.

    


    AND WHEREAS the parties hereto
have agreed to amend the Lease;

    


    NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT, in consideration of the sum of One ($1.00) Dollar paid
by each party unto the other, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to the following:

    


    
      	
              1.

            	
              Effective
      July 1, 2009, Section 1.01 of the Original Lease shall be deleted in its
      entirety and replaced with the
following:

            


    

    


          
 SECTION 1.01 - Leased
Premises

     

    In
consideration of the rents, covenants and agreements hereinafter reserved and
contained on the part of the Tenant to be paid, observed and performed, the
Landlord demises and leases to the Tenant a portion of those certain premises
municipally known as 4510 Rhodes Drive, Unit #800, Windsor, Ontario, more
particularly described in Schedule "A" attached hereto (herein called the
"Business Centre") containing an area of approximately nine thousand seven
hundred (9,700) square feet of the Business Centre, designated on the plan which
is marked Appendix "B" and Appendix "B-1" attached hereto, (herein called the
"Leased Premises" or "Demised Premises" or "Premises").

    


    The area
of the Premises expressed in square feet is measured from:

    


    
      	
              (a)  

            	
              the
      exterior face of exterior walls, doors and
  windows;

            


    

    


    
      	
              (b)  

            	
              the
      exterior face of all demising walls, doors and windows separating the
      Premises from common facilities, if any;
and

            


    

    


    
      	
              (c)  

            	
              the
      centre line of all demising walls separating the Premises from adjoining
      leaseable premises.

            


    

    


    
      	
              2.

            	
              Effective
      July 1, 2009, Section 1.02 of the Original Lease shall be deleted in its
      entirety and replaced with the
following:

            


    

    


    SECTION 1.02 – Term of the Lease

    


    TO HAVE
AND TO HOLD the Leased Premises for and during the term of five (5) years
(hereinafter called the “Term”) to be computed from July 1, 2009 to June 30,
2014.

    


    
      	
              3.

            	
              Effective
      July 1, 2009, Section 2.01 of the Original Lease shall be deleted in its
      entirety and replaced with the
following:

            


    

    


    SECTION
2.01 – Fixed Minimum Rent

    


    The
Tenant covenants and agrees to pay unto the Landlord, commencing July 1, 2009, a
minimum rent for the Leased Premises (hereinafter called “Fixed Minimum Rent”)
of SIXTY SEVEN THOUSAND NINE
HUNDRED ($67,900.08) DOLLARS and EIGHT CENTS per annum, payable in equal
monthly instalments in advance of FIVE THOUSAND SIX HUNDRED FIFTY EIGHT
($5,658.34) DOLLARS and
THIRTY FOUR CENTS on the first day of each month;

    


    
      	
              4.

            	
              Effective
      July 1, 2009, Section 3.02 of the Original Lease shall be deleted in its
      entirety and replaced with the
following:

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    SECTION 3.02 - Parking
Areas

    


    
      	
              3.02.1

            	
              The
      Tenant acknowledges that the parking areas located at the Business Centre
      are provided to the Tenant in common with the other tenants or their
      customers.  The Tenant is guaranteed the use of 30 parking
      spaces.  Should it be necessary, the Landlord will dedicate, to
      the Tenant, parking for 30
vehicles.

            


    

    
      	
              3.02.2

            	
              The
      Landlord will, in no way, be responsible for the policing and/or
      supervision of the parking spaces.  The Tenant accepts that its
      employees, agents, clients, customers and all others shall use the parking
      spaces at their own risk or that of the Tenant, and that the Landlord
      shall have the right to designate and restrict where the Tenant, its
      employees, agents, customers and all others may park their
      vehicles.

            


    

    


    
      	
              5.

            	
              Effective
      July 1, 2009, Section 18.02 shall be deleted in its entirety and replaced
      with the following:

            


    

     

    


     

    SECTION 18.02 – Tenant Improvement
Allowance

     

    


     

    The
Landlord agrees to pay to the Tenant SIXTY THOUSAND ($60,000.00)
DOLLARS plus applicable goods and services tax (hereinafter called
“Tenant Improvement Allowance”) towards the Tenant’s Leasehold
Improvements.  Any
and all costs and expenses over $60,000.00 will be the responsibility of the
Tenant.

     

    


     

    6.           Effective
July 1, 2009, Section 18.03 and Section 18.04 shall be added to the Original
Lease:

     

    


     

    SECTION 18.03 – Tenant’s
Work

     

    


     

    The
Tenant, at its own expense, is responsible to ensure that the utility services
servicing the Leased Premises and the area vacated are properly
separated.  The Tenant will manage the space preparation and all
Tenant Improvements and will select its own contractor for the
improvements.  The Tenant shall have the right to make alterations to
the Premises that are non-structural, using contractors of the Tenant’s choice,
without the prior consent of the Landlord.  The Tenant shall not be obligated to
restore the Lease Premises upon surrender and shall have no obligation to remove
any cabling or wiring.

     

            SECTION
18.04 – Landlord’s Work

    


    The
Landlord, at his expense, is to erect a demising/partition wall in accordance
with the floor plan attached hereto as Schedule “D”.

     

    


    7.           Effective
July 1, 2009, Section 20.29 shall be added to the Original Lease:

     

          SECTION 20.29 – Right to
Terminate

    


    The
Tenant shall be allowed a one-time opportunity to terminate this Lease at the
end of the third (3rd) year, being June 30, 2012, by providing the Landlord with
a minimum of six (6) months prior written notice of their
intent.  Should the Tenant exercise its Right to Terminate, the Tenant
agrees to pay the Landlord on or before December 31, 2012, the sum of THIRTY EIGHT THOUSAND FIVE HUNDRED
FIFTY ($38,550.00) DOLLARS plus applicable taxes, of which TWENTY FOUR THOUSAND ($24,000.00)
DOLLARS is to reimburse for unamortized Tenant Improvement Allowance and
FOURTEEN THOUSAND FIVE HUNDRED
FIFTY ($14,550.00) DOLLARS, is to reimburse for unamortized brokerage
commission paid.

    


    
      	
              8.

            	
              The
      Landlord agrees to pay to the Tenant’s broker a commission as stated in
      Schedule “E” attached hereto.

            


    

    


    
      	
              9.

            	
              The
      Tenant agrees to render vacant possession of the area of the existing
      Leased Premises that they will no longer be leasing, on or before June 30,
      2009.  For the avoidance of doubt, the Tenant shall retain
      access to the location circled on Schedule “D” through to July 31,
      2009.

            


    

    


    
      	
              10.

            	
              Notwithstanding
      the terms of the Original Lease, the Tenant reserves the right to
      substitute any of its subsidiaries or affiliates as occupants of the
      Leased Premises without obtaining the Landlord’s consent as long as the
      use fits within the nature of work deemed common in the
      Building.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              11.

            	
              The
      parties hereto acknowledge and confirm that the Original Lease remains a
      Lease in good standing and ratify the terms and conditions therein
      contained.

            


    

    


    
      	
              12.

            	
              Save
      and except for the foregoing, all the covenants, and undertakings, terms
      and conditions of the Original Lease, as amended, shall remain in full
      force and effect.

            


    

    


    
      	
              13.

            	
              This
      Agreement shall be binding on the parties hereto and their respective
      successors and assigns.

            


    

    


    IN WITNESS WHEREOF the parties
have executed this Agreement as of the 8th day of July 2009.

     

    
      
        	 SIGNED, SEALED AND DELIVERED	 ) DIETER SCHWARZ
	 in the
      presence of	 ) (by his
      mangers herein
	 	 )
      Today Management (Windsor), Inc. 
	 	 )
	 /s/
      Diane Murray	 ) Per: /s/ Joy Laramie
	 WITNESS	 ) (Authorized
      Signing Officer)
	 	 )
	 	 ) WIRELESS RONIN TECHNOLOGIES (CANADA)
      INC.
	 	 )
	 	 )
	 	 )
	 /s/ Scott N. Ross	 ) Per: /s/ Darin P.
  McAreavey
	 WITNESS	 ) (Authorized
      Signing Officer)
	 	 
	 	 
	 	 


      

       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Appendix
“A”

    


    


    THIS INDENTURE made to take
effect as of the 1st day of
July 2007.

    


    IN
PURSUANCE OF THE SHORT FORMS OF LEASES ACT

    


    B E T W E
E N:

    


    


    DIETER SCHWARZ

    


    (hereinafter called the
"Landlord"),

    


     OF
THE FIRST PART,

    


    


    - and -

    


    


    WIRELESS RONIN TECHNOLOGIES
INC.

    


    (hereinafter
called the "Tenant"),

    


     OF
THE SECOND PART.

    


    WITNESSETH
THAT:

    


     

    
      	
               ARTICLE
  I

            


    

     

    
       

      
        	
                 GRANT AND
      TERM

              


      

       

    

    


     

    


    SECTION
1.01 - Leased Premises

    


    In
consideration of the rents, covenants and agreements hereinafter reserved and
contained on the part of the Tenant to be paid, observed and performed, the
Landlord demises and leases to the Tenant a portion of those certain premises
municipally known as Rhodes Business Centre, 4510 Rhodes Drive, Building #800,
Windsor, Ontario, more particularly described in Schedule "A" attached hereto
(herein called the "Business Centre"), being the entire Building 800containing
an area of approximately fourteen thousand nine hundred thirty (14,930) square
feet of the Business Centre, designated on the plan which is marked Schedule "B"
attached hereto, (herein called the "Leased Premises" or "Demised Premises" or
"Premises").

    


    SECTION
1.02 - Term of Lease

    


    TO HAVE
AND TO HOLD the Leased Premises for and during the term of two (2) years
(hereinafter called the "Term") from July 1, 2007 (hereinafter called the "Lease
Commencement Date") and ending on June 30, 2009.

     

     

    
      	
              ARTICLE
    II

            


    

     

           

    
      	
              RENT

            


    

           

    


    SECTION
2.01 - Fixed Minimum Rent

     

    


    The
Tenant covenants and agrees to pay unto the Landlord commencing July 1, 2007, a
minimum rent for the Leased Premises, herein referred to as "Fixed Minimum
Rent", in the amount of ONE
HUNDRED NINETEEN THOUSAND FOUR HUNDRED FORTY ($119,440.08) DOLLARS and EIGHT CENTS per annum,
payable in equal monthly instalments in advance of NINE THOUSAND NINE HUNDRED FIFTY
THREE ($9,953.34)
DOLLARS and THIRTY FOUR CENTS on the first day of each
month;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      


      SECTION
2.02 - Additional Rent and Charges

      
 

    

    2.02.1 The
Tenant acknowledges and agrees that except as otherwise set out in the Lease, it
is intended that the Lease and the rentals payable hereunder are to be
completely carefree and net to the Landlord and that the Landlord is not
responsible for any costs, charges, expenses and outlays arising from or
relating to the use and occupancy of the Leased Premises or the Business Centre,
or of the contents thereof or the businesses carried on therein, save and except
as specifically set out herein, and the Tenant shall pay, as Additional Rent,
its proportionate share of all such charges, impositions, costs and expenses
relating to the Leased Premises or the use and occupancy thereof (save and
except the Landlord's mortgage payments and income taxes and Excluded
Costs).  Without limiting the generality of the foregoing, the Tenant
shall pay as Additional Rent, in monthly instalments in advance, on the basis of
estimates provided by the Landlord (to be adjusted on an annual basis on the
basis of the Landlord's operating statements) or otherwise as the Landlord
designates, acting reasonably, the following:

    


    
      	
              (a)  

            	
              All
      taxes levied, rated, charged or assessed from time to time against the
      Leased Premises (and all appurtenances thereto), or the Minimum or
      Additional Rents or any part thereof, which taxes shall include, but not
      be limited to, real property taxes, business transfer taxes, value added
      taxes, local improvement rates, Goods and Services tax, street improvement
      charges, cash in lieu of parking charges, and any other taxes,
      assessments, charges or duties levied, rated, charged or assessed in
      substitution for any of the foregoing taxes, or which arise as a result of
      any present or future legislation or regulation, but not capital
      taxes.  The amount of tax payable shall be based on a tax bill
      issued by any lawful taxing authority; if there is no such separate tax
      bill available, or if the Landlord elects, the Tenant shall make such
      payment based on its proportionate share of all such taxes levied, rated,
      charged or assessed from time to time against the Business Centre. (The
      Tenant shall also pay its proportionate share of all such taxes, charges,
      rates, levies, etc., against the Common Facilities of the Business Centre,
      to the extent only that such taxes on the Common Facilities of the
      Business Centre have not been included in the Additional
      Rent).

            


    

     

    
      	
              (b)

            	
              A
      proportionate share of the costs and expenses incurred by the Landlord in
      insuring, operating, managing and maintaining the Business Centre and the
      Common Facilities of the Business
Centre.

            


    

    


    The costs
and expenses referred to in this Article shall include, but shall not be limited
to, the total costs, charges and expenses incurred by the Landlord after
completion of original construction for the operation, maintenance, repair,
replacement and charges for the Business Centre, including but not limited to
the heating, air conditioning and ventilating equipment, exterior roof, roof
membrane, wall pavements, foundations, floor, mechanical, plumbing and
electrical systems, fascia and pylon signs, and any and all directory boards,
the cost of snow removal, gardening, landscaping, ice removal, garbage removal
and litter control, wages paid and salaries of personnel (including benefits
paid) to implement and maintain such services on the Common Facilities of the
Business Centre. "Common Facilities" means all area, space, equipment and
special services from time to time provided by the Landlord for the common or
joint use and benefit of the occupants and tenants of the Business Centre, their
employees, agents, servants, customers and other invitees, including without
limiting the generality of the foregoing, parking areas, truck service ways or
tunnels, loading docks, landscaped areas, courts, stairs, refuse bins, ramps,
sidewalks and washrooms.  Despite the foregoing, no such costs shall
include Excluded Costs.

    


    The
Tenant shall pay its proportionate share of the total cost of fire, public
liability, boiler and rental income insurance to be placed by the Landlord on
the Business Centre.  Such fire, public liability, boiler and rental
income insurance may be in an amount and with such endorsements determined by
the Landlord.  Such insurance policies shall contain all standard
extended and supplemental coverage clauses as may be applicable or as may be
required by the Landlord or any mortgagee, from time to time, of the Business
Centre.

    


    In
addition, the Tenant shall pay to the Landlord a managerial and administrative
fee in the amount equal to ten (10%) percent of all the sums payable pursuant to
Section 2.02.

    


    2.02.2                      Wherever
the term "proportionate" share is used in this Lease, such term shall mean and
be a fraction, the numerator of which is the area in square feet of the Leased
Premises and the denominator of which shall be the area in square feet of the
leasable premises in the Business Centre (measured in the same manner as the
Premises), as it may be increased or decreased from time to time. The Landlord
shall satisfy the reasonable requests of the Tenant, as to the method of
calculation of the Additional Rent, within ninety (90) days of the Tenant's
written request for the same.  The Tenant’s proportionate share on the
signing of this Lease is 11.  The Tenant’s proportionate share on
the signing of this Lease is 11.624%.

    


    2.02.3                      Payment
of the Additional Rent shall be subject to the Landlord's rights pursuant to
Section 2.03.

     

    SECTION
2.03 - Landlord's Right to Estimate

    


    The
Additional Rent provided to be paid in Section 2.02 shall be paid by monthly
instalments in advance on the first day of each and every month of the Term
hereof or any Renewal Term in an amount to be reasonably fixed from time to time
by the Landlord as an estimate of actual expenses.  The Landlord
shall, within ninety (90) days of the end of each calendar year within the Term
hereof, submit to the Tenant a statement setting out the Business Centre total
Additional Rent and charges and the Tenant's share thereof.  To the
extent that the Tenant's share is greater than the amount actually paid by it,
the Tenant shall forthwith upon receipt of the said statement pay such
difference to the Landlord. In the event that the Tenant's share is less than
the amount actually paid, the Landlord shall forthwith return such excess
payment to the Tenant.  See #3 on Schedule
“C”.

    


    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
2.04 - Additional Rent

    The
parties hereto agree that any money required to be paid in addition to the Fixed
Minimum Rent or charges required to be paid by the Tenant (whether to the
Landlord or third parties) under this Lease shall constitute Additional Rent for
the Leased Premises whether or not the same be designated "Additional Rent" and
the Tenant covenants to pay such Additional Rent and for the purposes hereof
"Additional Rent" shall be collectable as Fixed Minimum Rent and the Landlord
shall have the same remedies in respect of arrears of Additional Rent as it has
in respect of arrears of Fixed Minimum Rent. If such amounts or charges are not
paid at the time provided in this Lease, they shall nevertheless, if not paid
when due, be collectable as Additional Rent with the next instalment of rent
thereafter falling due hereunder, but nothing herein contained shall be deemed
to suspend or delay the payment of any amount of money or charge at the time the
same becomes due and payable hereunder, or limit any other remedy of the
Landlord.

    


    SECTION
2.05 - Failure to Pay Fixed Minimum Rent or Additional Rent

    If the
Tenant fails to pay, when the same is due and payable, any Fixed Minimum Rent,
Additional Rent or any other amount payable by the Tenant under this Lease, such
unpaid amounts bear interest at an annual rate of fifteen (15%) percent per
annum.

     

    SECTION
2.06 - Rent Deposit

    The
Landlord acknowledges a deposit on hand in the amount of EIGHTEEN THOUSAND ONE HUNDRED FIFTY
EIGHT ($18,158.77) DOLLARS and SEVENTY SEVEN CENTS which shall be applied
against the last month of the Term.  No interest shall be added or
paid on the said deposit for the benefit of the Tenant. In the event the Tenant
defaults on any of the terms of this Lease, the Landlord shall keep the said
deposit without prejudice or limitation of any of the Landlord's rights either
at law or in equity.

     

    
      	
              ARTICLE
    III

            
	
               

            


    

    
    

     

    
      	
              ADDITIONS, RELOCATION AND
      PARKING FACILITIES

            


    

     

    SECTION
3.01 - Changes to Buildings and Parking Areas

    During
the Term of this Lease, and any Renewal Term, the Landlord hereby reserves the
right at any time to construct additions to the buildings located at the
Business Centre (other than the Premises) without compensation to the
Tenant.

    


    The
Landlord shall use its best efforts not to unduly disturb the Tenant in the
conduct of its business, it being understood that the work may be performed
during business hours of the Tenant.

    


    The
Landlord further reserves the right to diminish the Common Facilities of the
Business Centre provided that doing so does not adversely affect the Tenant’s
ability to carry on it’s business operations in the Premises.

     

    SECTION
3.02 - Parking Areas

    The
Tenant acknowledges that the parking areas located at the Business Centre are
provided to the Tenant in common with the other tenants or their customers, and
as such, the Tenant has no exclusive right to any parking spaces on or near the
Leased Premises.

    


    The
Landlord will, in no way, be responsible for the policing and/or supervision of
the parking spaces.  The Tenant accepts that its employees, agents,
clients, customers and all others shall use the parking spaces at their own risk
or that of the Tenant, and that the Landlord shall have the right
to designate and restrict where the Tenant, its employees, agents, customers and
all others may park their vehicles.

     

    
    

     

    
      	
               ARTICLE
    IV

            


    

     

    
      	
              CONDUCT OF BUSINESS BY
      TENANT

            


    

     

    SECTION
4.01 - Use of Premises

    The
Tenant hereby covenants and agrees to use the Leased Premises to conduct the
business of multi-media development and software development and training and
for no other purpose whatsoever unless the Tenant first obtains the Landlord’s
consent.

    


    The
Tenant shall not use or permit or suffer the use of the Leased Premises for any
other business or purpose than is hereinbefore provided in this Section
4.01.

    


    The
Tenant further agrees not to carry on any business or sell any item on the
Demised Premises which may be illegal or in violation of any zoning or licensing
by-law of the City of Windsor or breach any restrictive covenant applicable to
the Business Centre.  The Landlord represents and warrants that no
restrictive covenants exists which would in any way restrict or limit the
Tenant’s ability to use the Premises for the purposes specifically permitted by
the terms of this Lease.

    


    SECTION
4.02 - Municipal Compliance

    The
Tenant shall satisfy itself that the use of the Leased Premises as set out in
Section 4.01 will comply with all licensing requirements of any municipal or
regulatory authority and, in this regard the Landlord makes no warranty with
respect to licensing matters.

    


    SECTION
4.03 - Operation of Business

    In
operating it’s business in the Premises, the Tenant will do so in a reputable
manner.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
  V

            
	 
	
              COMMON USE AREAS AND
      FACILITIES 

            
	
                       

            
	
              SIGNS, AWNINGS, CANOPIES,
      FIXTURES, ALTERATIONS

            


    

     

    SECTION
5.01 - Installation by the Tenant

    


    5.01.1 The
Tenant shall not make or cause to be made any alterations, additions or
improvements or install or cause to be installed any exterior signs, window
lettering, floor covering, interior or exterior lighting, plumbing fixtures,
shades, curtains, drapes or other window covering or awnings or make any changes
to the building or the exterior of the Leased Premises without first obtaining
the Landlord's written consent, which consent will not be unreasonably
withheld.  The Tenant shall present to the Landlord plans and
specifications in form, content and such detail as the Landlord may reasonably
require for such work at the time approval is sought.  The Tenant
covenants that any work that may be done in respect of the Leased Premises by or
on behalf of the Tenant shall not materially conflict or interfere with any work
being done or about to be done by the Landlord in or about the Business Centre,
and the Tenant shall obtain all permits, licenses and final inspections in
respect of any such work done by or on the Tenant's behalf in accordance with
all municipal requirements.  Notwithstanding anything herein
contained, the Tenant shall make no alterations, additions or improvements that are of a structural
nature or that would lessen the value or leasable area of the Leased
Premises or the Business Centre.  The Tenant agrees and covenants to
obtain final inspection and approval by the municipality for any work performed
at the Demised Premises for which municipal permits are required, and to provide
a certificate of final approval to the Landlord, upon request.

    


    5.01.2
The Landlord shall provide and install a Tenant identification panel on the
Business Centre’s main directory board and the building directory board, the
cost of which shall be included as Additional Rent and Charges pursuant to
Section 2.02.

    


    5.01.3
The Tenant will not place or allow to be placed or maintained on any exterior
door, wall or window of the Leased Premises any sign, awning or canopy or
advertising matter or other thing of any kind, without first obtaining the
Landlord's written approval and consent.  The Tenant further agrees to
install and maintain such sign, awning, canopy, decoration, lettering,
advertising matter or other thing as may be approved in good condition and
repair at all times and in conforming with laws and regulations of governmental
authority.

    


    SECTION
5.02 - Removal by the Tenant

    


    All
alterations, additions and improvements made by the Tenant shall remain the
property of the Tenant for the Term hereof, provided that during the Term of the
Lease such alterations, additions and improvements (other than the Tenant’s
trade fixtures) shall not be removed from the Leased Premises without prior
consent in writing from the Landlord.  The Tenant shall not be
required to remove any such alterations, additions or improvements upon the
expiration or earlier termination of the Term.

     

    SECTION
5.03 - Liens, Encumbrances and Other Interests

    


    The
Tenant shall not suffer or permit any construction or other liens to be filed or
placed or exist against the Demised Premises, the leasehold interest of the
Tenant or the Business Centre by reason of work, labour, services or materials
supplied or claimed to have been supplied to the Tenant or anyone holding the
Leased Premises or any part thereof through or under the Tenant. If any
construction lien shall at any time be filed against the Leased Premises, the
Tenant shall cause the same to be discharged and registered within thirty (30)
days after the date the Tenant becomes aware of the same, failing which the
Landlord may terminate this Lease on thirty (30) days written notice to the
Tenant to cure such default or the Landlord may, but shall not be obligated to,
discharge the same by procuring the discharge of such lien by deposit of money
with court.  Any amount paid by the Landlord for any of the aforesaid
purposes or for the satisfaction of any other lien, not caused or claimed to be
caused by the Landlord, and all reasonable legal and other expenses of the
Landlord, including reasonable counsel fees, in defending any such action or in
or about procuring the discharge of such lien, with all necessary disbursements
in connection therewith, with interests thereon at the rate of fifteen (15%) per
cent per annum from the date of payment shall be repaid by the Tenant on demand,
and if unpaid may be treated as Additional Rent as provided in this
Lease.  The foregoing shall in no way limit the Landlord's remedies
and actions at law, for damages or otherwise.

     

    
      	
              ARTICLE
      VI

            
	 
	
              MAINTENANCE
      AND REPAIR OF LEASED
PREMISES

            


    

     

    SECTION
6.01 - Maintenance and Repair by the Tenant

    


    The
Tenant covenants with the Landlord that, throughout the Term of the Lease and
any renewals, it shall maintain and repair the whole of the Leased Premises
(including exterior entrances and all glass and show windows and frames) and all
fixtures and equipment therein in good order and repair as determined by the
Landlord, acting reasonably, damage by fire, lightning and tempest and the
exceptions in #4 on Schedule “C” only excepted.

    


    The
Tenant, during the Term of the Lease, and any renewal terms, shall maintain, and
repair, as when necessary the interior of the Demised Premises including but not
limited to all heating, cooling, ventilating and mechanical, plumbing and
electrical facilities exclusively serving the Demised Premises but excluding the
roof-top heating and air conditioning units (the Landlord electing to be
responsible for the maintenance, repairs and replacement of
same.)  Further, the Tenant shall enter into pest control agreements
as approved and recommended by the Landlord   The Landlord shall
carry out all maintenance, repairs and replacement the heating, ventilation and
air conditioning equipment serving the Leased Premises and the Business Centre
the cost of which shall be included in Additional Rent & Charges pursuant to
Section 2.02.  The Tenant shall enjoy the benefit of any
manufacturers' warranties.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    All work
performed on the Leased Premises pursuant to this Lease, or authorized by this
Lease, whether by the Landlord or the Tenant shall be performed diligently and
done in good and workmanlike manner, and only with materials of good
quality.  The Tenant shall make all alterations, additions or repairs
to the Leased Premises or the improvements or facilities erected on the Leased
Premises required by and in accordance with the provisions of any valid law,
ordinance, statute, order or regulation now or hereafter made or issued by any
federal, provincial, county, local or other governmental agency or entity, and
shall observe and comply with all valid laws, ordinances, statutes, orders, and
regulations now or hereafter made or issued respecting the Leased Premises,
Business Centre, or the improvements of facilities erected on the Leased
Premises by any federal, provincial, county, local or other governmental agency
or entity.  See #5 on
Schedule “C”.

    


    SECTION
6.02 - Repair by the Landlord

    


    If, after
reasonable notice given by the Landlord to the Tenant, the Tenant refuses or
neglects to repair properly and promptly as required hereunder and to the
reasonable satisfaction of the Landlord, the Landlord may make such repairs
without liability to the Tenant for any loss or damage that may accrue to the
Tenant's merchandise, fixtures or other property or to the Tenant's business by
reason thereof, and upon completion thereof the Tenant shall pay the Landlord's
costs for making such repairs plus fifteen (15%) percent for overhead, upon
presentation of a bill therefor, as Additional Rent. Said bill shall include
interest at fifteen (15%) percent per annum on said cost, as and from the date
the Tenant receives the bill from the Landlord.

    


    SECTION
6.03 - Surrender of Premises

    


    The
Tenant covenants that, upon the termination of this Lease, it will leave the
Leased Premises in the state of repair required by this Lease to be maintained
by the Tenant and the Tenant shall surrender all locks and keys for the Leased
Premises to the Landlord at the place then fixed for the payment of
rent.  The Tenant's obligations to observe or perform this covenant
shall survive the expiration or other termination of the Term of this
Lease.

    


    SECTION
6.04 - Rules and Regulations

    


    The
Tenant agrees as follows:

    


    
      	
               (a)

            	
              all
      garbage and refuse shall be placed in containers supplied by the Landlord;
      the Tenant shall pay the cost of removal of any of the refuse or rubbish
      as Additional Rent;

            


    

    


    
      	
              (b)

            	
              no
      aerial shall be erected on the roof or exterior walls of the Leased
      Premises, or on the Business Centre, without, in each instance, obtaining
      the written consent of the Landlord. Any aerial so installed without such
      written consent shall be subject to removal by the Landlord at the expense
      of the Tenant without notice at any
time;

            


    

    


    
      	
              (c)

            	
              no
      loudspeakers, film projectors, televisions, phonographs, radios, tape
      recorders, or other devices shall be used in a manner so as to be heard or
      seen outside of the Leased
Premises;

            


    

    


    
      	
              (d)

            	
              the
      Tenant shall keep the Leased Premises at a temperature sufficiently high
      enough to prevent freezing of water in pipes and
  fixtures;

            


    

    


    
      	
              (e)

            	
              the
      outside areas immediately adjoining the Leased Premises shall be kept
      clean and free from rubbish by the Tenant to the satisfaction of the
      Landlord and the Tenant shall not place or permit any obstructions or
      merchandise in such areas;

            


    

    


    
      	
              (f)

            	
              the
      plumbing facilities shall not be used for any other purpose than that for
      which they are built, and no foreign substance of any kind shall be thrown
      therein, and the expense of any breakage, stoppage or damage resulting
      from a violation of this provision shall be borne by the
      Tenant;

            


    

    


    
      	
              (g)

            	
              the
      Tenant shall not burn any trash or garbage of any kind in or about the
      Leased Premises or the Business
Centre.

            


    

    


    
      	
              (h)

            	
              the
      Tenant shall use the common area and facilities as directed by the
      Landlord acting reasonably.

            


    

    


    
      	
              (i)

            	
              No
      sign, and/or advertisement of notice shall be inscribed, painted, or
      affixed on any part of the outside of the Building without Landlord’s
      consent.

            


    

    


    
      	
              (j)

            	
              The
      Tenant shall not permit to be brought into the building any machinery,
      equipment, article or thing that by reason of its weight might damage the
      floors of the building without prior written consent of the Landlord, and
      if such consent is given, any such machinery, equipment article or thing
      be placed in the building only in a location designated by the
      Landlord.

            


    

    


    
      	
              (k)

            	
              The
      Tenant shall not cause or permit any odours to emanate or to be dispelled
      from the Premises.

            


    

    


    
      	
              (l)

            	
              The
      Tenant shall use and employ reasonable safety precautions and measures in
      the storage and use of all fuel and combustible material used in
      connection with its business.

            


    

    


    The
Tenant shall comply with and shall cause any person subject to the Tenant to
comply with all reasonable rules and regulations made by the Landlord from time
to time with respect to the use and occupation of the Premises, provided that
such rules and regulations shall not be inconsistent with any of the provisions
of this Lease.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    SECTION
6.05 - Landlord's Approval of the Tenant's Repairs

    


    The
Tenant shall not make any repairs, alterations, replacements, decorations or
improvements to any part of the Leased Premises without first obtaining the
Landlord's written approval.  The Tenant shall submit to the
Landlord:

    


    
      	
              (a)

            	
              details
      of the proposed work including drawings and specifications prepared by
      qualified architects or engineers and conforming to good engineering
      practice;

            


    

    


    
      	
              (b)

            	
              evidence
      satisfactory to the Landlord that the Tenant has obtained, at its expense,
      all necessary consents, permits, licenses and inspections from all
      governmental and regulatory authorities having
      jurisdiction.  All such repairs, replacements, alterations,
      decorations or improvements by the Tenant to the Leased Premises approved
      of by the Landlord shall be
performed:

            


    

    


    
      	
               
      

            	
              (i)

            	
              at
      the sole cost of the Tenant;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              by
      competent workers;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              in
      a good and workmanlike manner;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              in
      accordance with the drawings and specifications approved by the Landlord;
      and

            


    

    


    
      	
               
      

            	
              (v)

            	
              subject
      to the reasonable regulations, controls and inspection of the
      Landlord.  Any such repair, replacement, alteration, decoration
      or improvement made by the Tenant without the prior written consent of the
      Landlord or which is not made in accordance with the drawings and
      specifications approved by the Landlord shall, if requested by the
      Landlord, be promptly removed by the Tenant at the Tenant's expense and
      the Leased Premises restored to their previous
      condition.  Failing such removal, the Landlord shall be entitled
      to remove the same forthwith without notice and at the Tenant's sole cost
      and expense.

            


    

     

    
      	
              ARTICLE VII

            
	 
	
              INSURANCE AND
      INDEMNITY

            


    

     

    SECTION
7.01 - Liability Insurance

    


    The
Tenant shall, during the entire Term hereof and any renewals, keep in full force
and effect, at its own expense, a policy of public liability and property damage
insurance with companies qualified to do business in the Province of Ontario
with respect to the Leased Premises, in which the limits of public liability
shall be not be less than One Million ($1,000,000.00) Dollars.

    


    SECTION
7.02 - Fire Insurance

    


    The
Tenant shall pay its proportionate share, as defined in Article II hereof, of
the total cost of fire, public liability, boiler and rental income insurance to
be placed by the Landlord on the Business Centre.  Such fire, public
liability, boiler and rental income insurance may be in an amount and with such
endorsements determined by the Landlord.  Such insurance policies
shall contain all standard extended and supplemental coverage clauses as may be
applicable or as may be required by the Landlord or any mortgagee, from time to
time, of the Business Centre.

    


    SECTION
7.03 - Increase in Fire Insurance Premium

    


    The
Tenant covenants with the Landlord that the Tenant will not do or omit or permit
to be done or omitted upon the Leased Premises anything which shall be or result
in a nuisance or which shall cause any increase of premium for the fire, boiler
or casualty rates on the Leased Premises or the Business Centre or any part
thereof and the Tenant shall pay such additional premium on the fire, boiler or
casualty insurance policies in the event of any such increases, and the
additional premium shall be collectable as Additional Rent. In determining
whether increased premiums are a result of the Tenant's use or occupancy of the
Leased Premises, or the sale of any article therein or there from a schedule
issued by the organization setting the insurance rate on the Business Centre,
showing the various components of such rate, shall be conclusive evidence of the
several items and charges which make up such rate.  The Tenant shall
comply promptly with all reasonable requirements of any underwriters association
or of any insurer now or hereafter in effect, pertaining to or affecting the
Leased Premises.  The Landlord represents and warrants that the
Tenant’s use of the Premises as permitted by this Lease will not cause any such
increase.

    


    If notice
of cancellation shall be given respecting any insurance policy or if any
insurance policy upon the Leased Premises or the Business Centre or any part
thereof shall be cancelled or refused to be renewed by an insurer by reason of
the use or occupation of the Leased Premises or any part thereof or the acts or
omissions of the Tenant, the Tenant shall forthwith remedy or rectify such use
or occupation upon being requested to do so in writing by the Landlord, and if
the Tenant shall fail to do so within one (1) business day of such written
request, the Landlord shall have the right to enter the Leased Premises and
rectify the situation, without liability to the Tenant for any loss or damage
occasioned by such entry and rectification, or shall be entitled to hold the
Tenant liable for any damage or loss resulting from such cancellation or
refusal, or the Landlord may at its option terminate this Lease forthwith by
leaving upon the Leased Premises notice in writing and thereupon rent and any
other payments for which the Tenant is liable under this Lease shall be
apportioned and paid in full to the date of such termination of the Lease, and
together with an amount equal to the Fixed Minimum Rent payable under paragraph
2.01 hereof for a period of three (3) months as liquidated damages, and the
Tenant shall immediately deliver up possession of the Leased Premises to the
Landlord. Bills for such additional premiums shall be rendered by the Landlord
to the Tenant at such times as the Landlord may elect, and shall be due from,
and payable by the Tenant within (30)  thirty days of when rendered,
and the amount thereof shall be deemed to be, and be paid as Additional
Rent.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    SECTION
7.04 - Plate Glass

    


    The
Tenant shall replace any damaged glass (including glass doors) in the Leased
Premises.

    


    SECTION
7.05 - Other Insurance

    


    The
Tenant hereby authorizes the Landlord to purchase such other policies of
insurance (including but not limited to loss of income insurance) as may
reasonably be carried by a prudent owner of a building or a mortgagee thereof
and the Tenant hereby agrees to pay its proportionate share of the costs of such
insurance.

    


    SECTION
7.06 - Policies

    


    A Company
shall issue all policies of insurance to be procured or companies authorized to
do business in the Province of Ontario.  The Landlord and his Agent,
if applicable, shall be named as additional insured in all policies purchased by
the Tenant and the interest of all mortgagees shall be noted
therein.  The Tenant shall deliver to the Landlord, prior to the
Tenant taking possession of the Leased Premises, certificates of insurance which
shall contain a clause requiring the insurer to give the Landlord written notice
of cancellation of such policies.  The Tenant shall only be required
to use all reasonable efforts to obtain a waiver of subrogation in favour of the
Landlord, the mortgagees and those for whom they are in law responsible, from
the Tenant's insurers.

    
 

    SECTION 7.07 - Indemnification of the
Landlord

     

    


    Unless
caused by the negligence or wilful act of the Landlord or the Landlord’s
employees, the Tenant will indemnify the Landlord and save it harmless from and
against any and all claims, actions, damages, liabilities and expenses in
connection with loss of life, personal injury and/or damage to property arising
from or out of any occurrence in, upon or at the Leased Premises, the occupancy
or use by the Tenant of the Leased Premises, or any part thereof, or occasioned
wholly or in part by any act or omission or negligence of the Tenant, its
agents, contractors, employees, servants, licensees or invitees or the
Landlord.  In case the Landlord shall, without fault on its part, in
circumstances where the Tenant must indemnify the Landlord, be made party to any
litigation commenced by or against the Tenant, then the Tenant shall protect and
hold the Landlord harmless and shall pay all reasonable costs, expenses and
solicitors and counsel fees, on a solicitor and his own client basis, incurred
or paid by the Landlord in connection with such litigation.  See #6 on Schedule
“C”.

     

    


     

    
      	
              ARTICLE VIII

            
	 
	
              UTILITIES

            


    

     

    
 

    SECTION
8.01 - Utilities

    


    The
Landlord, at its option and expense, may install separate meters for the Leased
Premises in which event the Tenant shall pay all charges for heat, water, gas,
electricity or any other utility used or consumed in the Leased Premises. In the
event that the Tenant fails to make such payment within fifteen (15) days of
receipt of notice, the Landlord may make the required payments after which the
payment shall be collected as Additional Rent. If the Landlord does not exercise
its option to install separate metres for the Leased Premises, the Tenant shall
pay its proportionate share of utilities in accordance with Section
2.02.2.  The Landlord shall not be liable for any injury to the
Tenant, its servants, agents, employees, customers and invitees or for any
injury or damage to the Leased Premises or to any property of the Tenant, or to
any property of any other person, firm or corporation on or about the Leased
Premises or to Tenant's business caused by an interruption or failure in the
supply of any such utilities to the Leased Premises.

    


    SECTION
8.02 - Tenant Not to Overload Facilities

    


    
      	
              (a)

            	
              The
      Tenant shall not install any equipment which will exceed or overload the
      capacity of any utility, electrical or mechanical facilities in the Leased
      Premises and the Tenant will not bring into the Leased Premises or install
      any utility, electrical or mechanical facility or service which the
      Landlord does not approve.  The Tenant agrees that if any
      equipment installed by the Tenant requires additional utility, electrical
      or mechanical facilities, the Landlord may, in its sole discretion, if
      they are available, elect to install them at the Tenant's sole expense and
      in accordance with plans and specifications to be approved in advance in
      writing by the Landlord.

            


    

    


    
      	
              (b)

            	
              In
      order to ensure that the capacity in the Leased Premises is not exceeded
      and so as to avert any possible adverse effect upon the existing services
      of the Business Centre or any part thereof, the Tenant shall not, without
      the Landlord's prior consent in each instance, connect any additional
      fixtures, appliances or equipment (other than normal electrical fixtures,
      lamps, typewriters and similar small machines) to the electrical
      distribution system of the Business Centre existing as of the commencement
      of this Lease.  If the Landlord grants such consent, the costs
      of all additional risers and other equipment required therefor shall be
      paid as Additional Rent by the Tenant to the Landlord forthwith upon
      demand.  As a condition to the granting of such consent, the
      Landlord may require the Tenant to agree to an increase in the Additional
      Rent for electricity by an amount which would reflect the increased costs
      to the Landlord of the additional services to be furnished by the Landlord
      to the Leased Premises. In order to accurately measure such increased use
      of electricity by the Tenant, the Landlord is entitled, at its option and
      at the Tenant's sole cost and expense, to install all necessary check
      meters in the Leased Premises.

            


    

    


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ARTICLE
    IX

              


      

      
      

       

      
        	
                ACKNOWLEDGEMENT OF TENANCY,
      ATTORNMENT,
SUBORDINATION

              


      

    

     

    SECTION
9.01 - Acknowledgement of Tenancy

    


    If
acknowledgement of tenancy shall be required by the Tenant or Landlord, the
other party agrees to execute and deliver, within five (5) business days of the
request of the other, a certificate certifying (if such be the case) that this
Lease is in full force and effect, that this Lease is unamended, or if amended
the particulars thereof, the amount of the Fixed Minimum Rent and Additional
Rent, and that such rent is paid currently without any defenses or offsets
thereto; that the Tenant is in possession; that there are no prepaid rents or
security deposits other than those set out in this Lease; that there are no
uncured defaults by either party or stating those claimed; that the Leased
Premises are completed and are in good condition and repair, or such other
information relating to the Premises as the Landlord may request; and such other
matters as the parties may reasonably require.

    


    SECTION
9.02 - Subordination

    


    The
Tenant's rights granted hereunder that this Lease and any renewal are
subordinate to any and all mortgages, or other instruments of financing,
refinancing or collateral financing, from time to time in existence against the
Business Centre, provided that the Landlord obtains a non-disturbance agreement
as described in the following paragraph.

    


    Upon
request of the Landlord, provided that the Landlord obtains a Non-Disturbance
Agreement in form reasonably satisfactory to the Tenant, the Tenant will
subordinate or postpone its rights hereunder to the lien of any mortgagee or the
lien resulting from any other method of financing or refinancing, now or
hereafter in force against the land and the Business Centre of which the Leased
Premises are a part or upon any buildings hereafter placed upon the land of
which the Leased Premises are a part, and to all advances made or hereafter to
be made upon the security thereof or will acknowledge the subordination or
postponement of the rights hereunder in favour of such mortgage or
lien.  The Landlord shall, at it’s sole cost, obtain such a
non-disturbance from all existing mortgages of the Business Centre.

    


    If
requested, the Tenant shall attorn to the holder of any such mortgage or other
lien resulting from any method of financing or refinancing or to the registered
owners of the Business Centre as the case may be.

    


    SECTION
9.03 - Idem

    


    The
parties, upon request, shall execute promptly such instruments or certificates
to carry out the intent of Section 9.01 and Section 9.02 above.

     

    
      	
              ARTICLE
  X

            


    

     

    
      	
              ASSIGNMENT AND
      SUBLETTING

            


    

     

    SECTION
10.01 - Consent Required

    


    The
Tenant will not assign this Lease in whole or in part nor sublet or license all
or any part of the Leased Premises, without the prior written consent of the
Landlord in each instance, which consent may not be unreasonably
withheld.   Without limiting the generality of the foregoing, no
assignment or sublease shall be effective and no consent shall be given unless
the following provisions have been complied with:

    


    
      	
              (a)

            	
              there
      is not existing any default hereunder on the part of the Tenant;
      and,

            


    

    


    
      	
              (b)

            	
              the
      assignee or sublessee has assumed in writing with the Landlord the due and
      punctual performance and observance of all the agreements, provisions,
      covenants and conditions hereof on the Tenants part to be performed or
      observed insofar as they relate to the portion of the Premises which is
      the subject-matter of such assignment or sublease from and after the
      execution and delivery of such assignment, or sublease; but only an
      assignee shall be required to covenant with the Landlord to pay
      rent.

            


    

    


    The
parties acknowledge that the factors governing the granting of the Landlord's
consent to any assignment or sublease shall include, without limitation, the
restrictive covenants granted to other tenants by the Landlord, the financial
background of the proposed assignee or subtenant or occupant or transferee of
control, and the nature of the business of the proposed occupant.  In
the event that the Tenant assigns this Lease or sublets or transfers control as
aforesaid without the prior written consent of the Landlord, the Landlord may,
in its sole discretion, terminate this Lease forthwith without
notice.  The consent of the Landlord to any assignment or subletting
shall not constitute a waiver of the necessity for such consent to any
subsequent assignment or subletting.  This prohibition against any
assignment or subletting or transfer of control shall apply to subletting or
assignment or transfer of control by operation of law.  If this Lease
be assigned, or if the Leased Premises or any part thereof be sublet or occupied
or used by anybody other than the Tenant, the Landlord may collect rent from the
assignee, under-tenant or occupant, and apply the net amount collected to the
rent herein reserved, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of this covenant or the acceptance of the
assignee, under-tenant or occupant as tenant, or a release of the Tenant
hereunder from the further performance by the Tenant of covenants on the part of
the Tenant herein contained.

    


    Notwithstanding
any assignment or sublease, the Tenant shall remain fully liable on this Lease
(excluding any Renewals exercised by the Assignee) and shall not be released
from performing any of the terms, covenants and conditions of this
Lease.  In pursuing its rights under this Lease, the Landlord shall,
in no way, be obligated to exhaust its remedies against the assignee before it
commences action, whether at law or in equity, against the
assignor.

    


    Any
consent to a sublease or an assignment of this Lease if consented to by the
Landlord shall be prepared by the Landlord or its solicitors, and any and all
legal costs and all the Landlord's administrative and legal costs with respect
thereto (not to exceed $500.00 plus applicable taxes) shall be borne by the
Tenant.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

         

    
      	
              ARTICLE
    XI

            


    

     

    
      	
              WASTE, GOVERNMENTAL
      REGULATION

            


    

     

    SECTION
11.01 - Waste or Nuisance

    


    The
Tenant shall not commit or suffer to be committed any waste upon the Leased
Premises or do or suffer any act or thing which may disturb the quiet enjoyment
of any other tenant in the Business Centre, or which may result in a
nuisance.

    


    SECTION
11.02 - Governmental Regulation

    


    During
the Term hereof the Tenant shall comply with all regulations affecting or
imposed upon the Leased Premises by any municipal, provincial, federal or other
governmental authority, subject
to #5 on Schedule “C”.

     

    
      
        	
                 ARTICLE
    XII

              


      

       

    

    
      	
               DESTRUCTION OF LEASED
      PREMISES

            


    

     

    SECTION
12.01 - Total or Partial Destruction of the Leased Premises

    


    Provided
and it is hereby expressly agreed that if, during the Term, the Leased Premises
are totally or partially destroyed or damaged by fire or the elements,
explosion, riot, impact by aircraft or vehicles, smoke damage, sprinkler
leakage, malicious damage, acts of God or the Queen's enemies or other perils,
the following provisions shall have effect:

    


    
      	
              (a)

            	
              if
      the Leased Premises are rendered partially unfit for occupancy by the
      Tenant, the Fixed Minimum Rent and Additional Rent hereby reserved shall
      abate in part only in the proportion that the part of the Leased Premises
      rendered unfit for occupancy by the Tenant bears to the whole of the
      Leased Premises or if the Leased Premises are rendered wholly unfit for
      occupancy by the Tenant the rent hereby reserved shall be suspended in
      each case until the Leased Premises have been rebuilt and repaired or
      restored;

            


    

    


    
      	
              (b)

            	
              notwithstanding
      the provisions of sub-clause (a) immediately preceding, if the Leased
      Premises in the opinion of the Landlord's architect (to be given to the
      Landlord and the Tenant within (45) forty-five days following such
      occurrence) shall be incapable of being rebuilt and/or repaired or
      restored with reasonable diligence within one hundred and eighty (180)
      days of the happening of such destruction or damage, then either the
      Landlord or the Tenant may at its option terminate this Lease by notice in
      writing to the other given within twenty (20) days of the receipt of such
      opinion and in the event of such notice being so given this Lease shall
      cease and become null and void from the date of such destruction or damage
      and the Tenant shall immediately surrender the Leased Premises and all
      interest therein to the Landlord and the rent shall be apportioned and
      shall be payable by the Tenant only to the date of such destruction or
      damage and the Landlord may re-enter and repossess the Leased Premises
      discharged of this Lease but if within the said period of twenty (20) days
      neither the Tenant nor the Landlord shall give notice terminating this
      Lease as aforesaid or if within the said period the Landlord and Tenant
      shall agree not to give such notice, then upon the expiration of the said
      period of days or upon the Landlord and Tenant having agreed as aforesaid,
      whichever shall be the sooner, the Landlord shall with reasonable
      promptness proceed to repair or restore the Leased
    Premises;

            


    

    


    
      	
              (c)

            	
              if
      the Leased Premises shall be capable with reasonable diligence of being
      completely rebuilt or fully repaired and restored within one hundred and
      eighty (180) days of the happening of such destruction or damage then the
      Landlord shall rebuild and/or restore or repair the Leased Premises with
      all speed within the aforesaid one hundred and eighty (180)
      days;

            


    

    


    
      	
              (d)

            	
              the
      certificates of the Landlord's Architect or Contractor shall bind the
      parties as to the due completion of
repairs.

            


    

    


    SECTION
12.02 - Total or Partial Destruction of Building

    


    In the
event that fifty (50%) percent or more of the Premises shall be damaged or
destroyed by fire or other cause rendering same unfit for occupancy,
notwithstanding that the Leased Premises may be unaffected by such fire or other
cause, the Landlord shall have the right, to be exercised by notice in writing
delivered to the Tenant within sixty (60) days from and after said occurrence,
to elect to cancel and terminate this Lease. Upon the giving of such notice to
the Tenant, the Term of this Lease shall expire by lapse of time upon the third
day after such notice is given, and the Tenant shall vacate the Leased Premises
and surrender the same to the Landlord.  The Tenant shall have a
corresponding right to terminate if such damage or destruction occurs in the
final six (6) months of the Term.

    


    SECTION
12.03 - Retention of Insurance Proceeds

    


    Notwithstanding
anything hereinbefore contained, the Landlord shall be entitled to retain all
amounts payable to it under any rental income insurance or fire insurance in the
event the building is not repaired or rebuilt.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ARTICLE
    XIII

              


      

       

    

    
      	
              DEFAULT OF THE
      TENANT

            


    

     

    SECTION
13.01 - Right to Re-Enter

    


    See #7 on
Schedule “C”.

     

    SECTION
13.02 - Right to Re-let

    


    Should
the Landlord elect to re-enter, as herein provided or should it take possession
pursuant to legal proceedings or pursuant to any notice provided for by law, it
may either terminate this Lease or it may from time to time without terminating
this Lease, make such alterations and repairs as may be necessary in order to
re-let the Leased Premises, or any part thereof as agent for the Tenant for such
term or terms (which may be for a term extending beyond the Term of this Lease)
and at such rental or rentals and upon such other terms and conditions as the
Landlord in its sole discretion may deem advisable; upon such re-letting all
rentals received by the Landlord from such re-letting shall be applied, first,
to the payment of the indebtedness other than rent due hereunder from the Tenant
to the Landlord; second, to the payment of any costs and expenses of such
re-letting, including brokerage fees and solicitors' fees and costs of such
alterations and repairs; third to the payment of rent due and unpaid hereunder
and the residue, if any, shall be held by the Landlord and applied in payment of
future rent as the same may become due and payable hereunder.  If such
rentals received from such re-letting during any month be less than that to be
paid during that month by the Tenant hereunder, the Tenant shall pay any such
deficiency to the Landlord. Such deficiency shall be calculated and paid
monthly.  No such re-entry or taking possession of the Leased Premises
by the Landlord shall be construed as an election on its part to terminate this
Lease unless a written notice of such intention be given to the Tenant or unless
the termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any such re-letting without termination, the Landlord may at any
time thereafter elect to terminate this Lease for such previous breach, in
addition to any other remedies it may have, it may recover from the Tenant all
damages it may incur by reason of such breach, including the cost of recovering
the Leased Premises, and including the worth at the time of such termination of
the excess, if any, of the amount of rent and charges equivalent to rent
reserved in this Lease for the remainder of the Term hereof over the then
reasonable rental value of the Leased Premises for the remainder of the Term
hereof, all of which amounts shall be immediately due and payable from the
Tenant to the Landlord.

    


    SECTION
13.03 - Legal Expenses

    


    In case
suit shall be brought for recovery of possession of the Leased Premises, for the
recovery of rent or any other amount due under the provisions of this Lease, or
because of the breach of any other covenant herein contained on the part of the
Tenant to be kept or performed and the right to recovery of possession, rent or
any other amount due shall be established or a breach shall be established, the
Tenant shall pay to the Landlord all reasonable expenses incurred therefor,
including reasonable solicitors' and counsel fees on a solicitor and his own
client basis.

    


     

    SECTION
13.04 - Bankruptcy or Receivership

    


    The
Tenant covenants and agrees that if the Term, or any of the goods and chattels
of the Tenant on the Leased Premises shall, at any time during the said Term, be
seized or taken in execution or attachment by a creditor of the Tenant, or if
the Tenant shall make any assignment for the benefit of creditors or, become
bankrupt or insolvent, or if the Tenant shall take the benefit of any Act now or
hereafter in force for bankrupt or insolvent debtors or if as private or duly
Court appointed Receiver, Receiver-Manager-Agent is appointed to take
Receiver-Manager or Tenant's property or assets or if any order shall be made
for possession of the winding up of the Tenant, then and in every such case the
then current month's Fixed Minimum Rent and the next ensuing three (3) months'
Fixed Minimum Rent 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
the servants of the Tenant or any other occupant of the Leased Premises were
holding over after the expiration of the said Term and the said Term shall, at
the option of the Landlord, forthwith become forfeited and determined, and in
every one of the cases above such accelerated rent shall be recoverable by the
Landlord in the same manner as the rent hereby reserved and as if the rent were
in arrears and the said option shall be deemed to have been exercised if the
Landlord or its agents have given notice to the Tenant as provided for
herein.

    


    SECTION
13.05 - The Landlord May Perform Covenants

    


    If the
Tenant shall fail to perform any of its covenants or obligations under or in
respect of this Lease and such failure continues for fifteen (15) days following
the Tenant’s receipt of written notice from the Landlord, the Landlord may from
time to time at its discretion, perform or cause to be performed any of such
covenants or obligations, or any part thereof and for such purpose may do such
things upon or in respect of the Leased Premises or any part thereof as the
Landlord may consider requisite or necessary.  All expenses incurred
and expenditures made by or on behalf of the Landlord under this Article shall
be forthwith paid by the Tenant and if the Tenant fails to pay the same, the
Landlord may add the same to the Additional Rent and recover the same by all
remedies available to the Landlord for the recovery of rent in
arrears.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    SECTION
13.06 - Landlord May Follow Chattels

    


    Provided
that in case of removal by the Tenant of the goods and chattels of the Tenant
from the Leased Premises, the Landlord may follow the same for thirty (30) days
in the same manner as is provided for in the Landlord and Tenant Act, R.S.O.
1990, c.L.7, as amended.

    
 

    ARTICLE
XIV

     

    
ACCESS
BY THE LANDLORD

    


    SECTION
14.01 - Right of Entry

    


    14.01.1                      The
Landlord shall have the following rights of entry and access without affecting
or terminating this Lease:

    


    
      	
              (a)  

            	
              The
      Landlord and any person authorized by the Landlord shall have the right to
      use, install, maintain or repair pipes, wires, ducts or other
      installations in, under or through the Leased Premises for or in
      connection with the supply of any services to the Leased Premises or any
      other premises in the building.  Such services shall include
      (without limiting the generality of the foregoing) gas, electricity,
      water, sanitation, heat, ventilation, and air
  conditioning.

            


    

    


    
      	
              (b)

            	
              When
      necessary by reason of accident or other cause or in order to make any
      repairs, alterations or improvements to the Leased Premises or to other
      portions of the building, the Landlord may cause such reasonable and
      temporary obstruction of Common Facilities as may be necessary and may
      interrupt or suspend the supply to the Leased Premises of electricity,
      water and other services where necessary and until said repairs,
      alterations, improvements and additions shall have been
      completed.  There shall be no abatement in rent because of any
      such obstruction, interruption or suspension provided that such repairs,
      alterations, improvements or additions are made with reasonable
      dispatch.

            


    

    


    
      	
              (c)

            	
              On
      reasonable notice (and without notice in the event of a bona-fide
      perceived emergency), the Landlord or its agents shall have the right to
      enter upon the Leased Premises at all reasonable times to view the state
      of repair, condition and use thereof and to make such repairs,
      alterations, improvements or additions as it may deem advisable and the
      Landlord or its agents shall be allowed to take all material into and upon
      the Leased Premises that may be required therefor without the same
      constituting any eviction of the Tenant.  The rent hereunder
      shall in no way abate while such repairs, alterations, improvements or
      additions are being made by reason of loss or interruption of the business
      of the Tenant because of the prosecution of any such
  work.

            


    

    


    
      	
              (d)

            	
              During
      the six (6) months prior to the expiration of the Term of this Lease or
      any renewal term, the Landlord may exhibit the Leased Premises to
      prospective tenants and may, at any time on reasonable notice, exhibit the
      Leased Premises to potential purchasers of the
  building.

            


    

    


    14.01.2                      The
Landlord shall not be liable to the Tenant for any interference or inconvenience
caused by any additional construction or repairs permitted hereunder, provided
such additional construction or repairs are carried out as expeditiously as is
reasonably possible.

    


    14.01.3                      If
after reasonable notice, the Tenant's representatives shall not be personally
present to open and permit an entry into the Leased Premises, at any time, when
for any reason an entry therein shall be necessary or permissible, the Landlord
or the Landlord's agents may enter the same by a master key, or may forcibly
enter the same without constituting an eviction of the Tenant, without rendering
the Landlord liable in any way to the Tenant and without affecting the
obligations and covenants of the parties under this Lease.

    


    14.01.4                      Nothing
in this Article XIV contained however, shall be deemed or construed to impose
upon the Landlord any obligations, responsibility or liability whatsoever, for
the care, maintenance or repair of the Business Centre or any part thereof,
except as otherwise in this Lease specifically provided.

     

     

    ARTICLE
XV

     

     

    THE
TENANT'S PROPERTY AND BUSINESS

     

    SECTION
15.01 - Sales Tax

    


    In
addition to the rents payable hereunder, the Tenant will pay to the Landlord
(acting as agent for the taxing authority if applicable) or directly to the
taxing authority (if required by the applicable legislation) the full amount of
goods and services taxes, sales taxes, value-added taxes, business transfer
taxes, multi-state taxes or other similar taxes, whether characterized as
aforesaid or not, imposed on the Landlord or the Tenant, as the case may be, in
respect of the rent(s) payable under this Lease or the rental of space under
this Lease (herein called "Sales Tax). It is the intention of this clause that
the Landlord be fully reimbursed by the Tenant for any sales tax imposed upon it
in respect of the rent(s) payable under this Lease or the rental of space under
this Lease without reference to any tax credits available to the
Landlord.  The Tenant shall pay fully any Sales Tax imposed upon the
Tenant.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    SECTION
15.02 - Loss and Damage

    


    Save and
except in the event of negligence of the Landlord, its servants, agents and
managers and those for whom the Landlord is, in law, responsible, the Landlord
shall not be liable for any loss, injury or damage from any cause whatsoever to
the Tenant or to other persons or property wheresoever situate. Without limiting
the generality of the foregoing, the Landlord shall not be liable for any such
damage caused by anything done or omitted to be done by other tenants of the
building or persons in the Leased Premises, occupants of adjacent property, of
the building, or the public, or caused by operations in construction of any
private, public or quasi-public work.

    


    SECTION
15.03 - Notice by Tenant

    


    The
Tenant shall give notice to the Landlord in case of fire or accidents in the
Leased Premises or of defects therein or in any fixtures or equipment
therein.

     

    ARTICLE
XVI

     

    HOLDING
OVER, RENEWAL AND SUCCESSORS

    


    SECTION
16.01 - Holding Over

    


    In the
event that the Tenant remains in possession of the Leased Premises after the end
of the Term hereof and without the execution and delivery of a notice of renewal
if granted hereunder if a right of renewal is granted, there shall be no tacit
renewal of this Lease and the Term hereby granted and the Tenant shall be deemed
to be occupying the Leased Premises as a Tenant from month to month, and
otherwise upon the same terms and conditions as are set forth in this Lease, so
far as applicable.

    
 

    SECTION
16.02 - Renewal

    


    
      	
              (a)

            	
              Provided
      the Tenant is not in default of any of the Tenant’s Convenants in respect
      of which the Landlord has given written notice to the Tenant beyond any
      applicable cure period, the Tenant shall have the right, and upon giving
      to the Landlord not less than six (6) months notice in writing prior to
      the expiration of the Lease, or a renewal term, to renew the Lease for two
      (2) further terms of two (2) years each, upon the same terms and
      conditions as contained in the Lease, except that the Fixed Minimum Rent
      shall be fixed by mutual agreement and there shall be no further right of
      renewal.  Provided, however, that if the Landlord and Tenant do
      not agree in writing to the rent for such renewal term on or before the
      date three (3) month prior to the date of termination of the Lease, then
      the Fixed Minimum Rent for such renewal term shall be the market value to
      be determined in accordance with subparagraph (b)
  hereof;

            


    

    


    (b)                 If
the parties hereto are unable to agree to the Fixed Minimum Rent for a renewal
term within the time limits set forth, either party, may by written notice to
the other given at least two (2) months prior to the expiry of the Term of this
Lease, name an arbitrator and the party receiving such notice shall within ten
(10) days of receipt of such notice name an arbitrator, and the two (2)
arbitrators so named shall name a third arbitrator, and the arbitrators thus
named shall determine the rent for the renewal period and their decision or
award shall be made prior to the expiration of the Lease, and such award, or the
award of the majority of the arbitrators shall be binding upon the
parties.  The expense of the arbitration shall be borne equally
between the parties hereto.  If either party shall neglect or refuse
to name its arbitrator within the time hereinbefore limited or to proceed with
the arbitration, the arbitrator named by the other party shall proceed and fix
the said rent to be paid for the renewal term, and his award shall be
final;

     

    


    
      	
              (c)

            	
              Notwithstanding
      the ruling of the Arbitrators, the said Fixed Minimum Rent for the renewal
      term shall not be less than the Fixed Minimum Rent for the final year of
      the term of the Lease;

            


    

    


    
      	
              (d)

            	
              The
      parties hereto agree that in the event that the Fixed Minimum Rent for the
      renewal term shall not be established before the commencement of the
      renewal term, the Tenant shall continue to pay the Fixed Minimum Rent, and
      all other charges and Additional Rent set out herein, until such time as
      the rental rate is established and upon the establishment of the rental
      for the renewal term, the rental for the renewal term shall be
      retroactively adjusted to the date of commencement of the renewal term,
      and any deficiency of rental shall immediately be paid by the Tenant to
      the said Landlord failing which the Landlord shall be entitled to all
      remedies granted hereunder for breach of the
  Lease.

            


    

    


    SECTION
16.03 - Successors

    


    All
rights and liabilities herein given to or imposed upon, the respective parties
hereto shall be joint and several and extend to and bind the respective
successors and assigns of the said parties; save as set out in Article X, no
rights, however, shall inure to the benefit of any assignee of the Tenant unless
the assignment to such assignee has been approved by the Landlord in
writing.  Upon the Landlord assigning this Lease to a purchaser of the
Business Centre, the Landlord shall be, without further act or agreement,
released from all obligations thereafter existing under this Lease, in respect
of the period following such assignment, but only to the extent such purchaser
assumes such obligations.

    


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    ARTICLE
XVII

     

    QUIET
ENJOYMENT

    


    SECTION
17.01 - Quiet Enjoyment

    


    The
Landlord covenants with the Tenant for quiet enjoyment.

     

    ARTICLE
XVIII

     

    ACCEPTANCE
OF PREMISES

    


    SECTION
18.01 - Acceptance of Buildings in Present Condition

    


    The
Tenant accepts any buildings and improvements owned by the Landlord on the
Demised Premises in their present condition.

    


    SECTION 18.02 – Leasehold Improvement Allowance

     

    The Landlord covenants to pay to the
Tenant a maximum Leasehold Improvement Allowance of TEN THOUSAND
(10,000.00) DOLLARS plus Goods
and Service Tax, if applicable.  See #9 on Schedule
“C”.

     

    ARTICLE
XIX

     

    NO
OPTION

     

    SECTION
19.01 - No Option

     

    The
submission of this Lease for examination does not constitute a reservation of or
option to lease for the Leased Premises and this Lease becomes effective as a
lease only upon execution and delivery thereof by the Landlord and the
Tenant.

     

    ARTICLE XX

     

     MISCELLANEOUS

    


    SECTION
20.01 - Waiver

    


    Failure
by either party to require performance of any term, covenant or condition herein
contained shall not be deemed to be a waiver of such term, covenant or condition
or of any subsequent breach of the same or of any other term, covenant or
condition herein contained.  The subsequent acceptance or payment of
Fixed Minimum Rent or Additional Rent, hereunder by the Landlord shall not be
deemed to be a waiver of any preceding breach by the other of any term, covenant
or condition of this Lease, other than the failure of the Tenant to pay the
particular rent so accepted, regardless of the Landlord's knowledge of such
preceding breach at the time of acceptance of such rent.  No covenant,
term or condition of this Lease shall be deemed to have been waived by the
Landlord or Tenant, unless such waiver is in writing by the Landlord or
Tenant.

    


    SECTION
20.02 - Accord and Satisfaction

    


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

    


    SECTION
20.03 - Entire Agreement

    


    This
Lease and the schedules if any, attached hereto and forming a part hereof, set
forth all the covenants, promises, agreements, conditions and understandings
between the Landlord and the Tenant concerning the Leased Premises and there are
no covenants, promises, agreements, conditions or representations, either oral
or written, between them other than are herein and in the said schedules, if
any, set forth.  Except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this Lease shall be binding upon
the Landlord or the Tenant unless reduced to writing and signed by
them.

    


    SECTION
20.04 - Force Majeure

    


    In the
event that either party hereto shall be delayed or hindered in or prevented from
the performance of any act required hereunder by reason of strikes, lock-outs,
labour disputes, inability to procure materials, failure of power, riots,
insurrection, war or other reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease,
then performance of such act shall be excused for the period of the delay and
the period for the performance of any such act shall be extended for a period
equivalent to the period of such delay.  Notwithstanding anything
herein contained, the provisions of this Section 21.04 shall not operate to
excuse the Tenant from the prompt and timely payment of Fixed Minimum Rent,
Additional Rent or any other payments required by the terms of this Lease, nor
entitle the Tenant to compensation for any inconvenience, nuisance or discomfort
thereby occasioned, except as set out herein.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    SECTION
20.05 - Notices

    


    Any
notice to be given under the terms of this Lease shall be sufficiently given if
delivered to the party for whom it is intended or if mailed, postage prepaid, by
registered mail addressed to the party for whom it is intended, in the case of
notice to the Landlord, addressed to the Landlord at Today Management (Windsor)
Inc., Suite B, 300 Giles Boulevard East, Windsor, Ontario, N9A 4C4; and in the
case of the Tenant, addressed to the Tenant at the Leased Premises.

    


     

    Any
notice or document so given shall be deemed to have been received on the third
business day following the date of mailing, if sent by registered mail or
certified mail, but shall be deemed to have been received on the next business
day if transmitted by facsimile.  Any party may from time to time by
notice given as provided above, change its address for the purpose of this
Section 20.05.

    


    SECTION
20.06 - Place for Payment of Rent

    


    The
Tenant shall pay the rent, including all Additional Rent, at the office of the
Landlord specified in the Notices provision of this Lease or to such manager or
agent at such place or places as the Landlord may designate from time to time by
notice in writing.

    


    SECTION
20.07 - Registration

    


    This
Lease shall not be registered against the Business Centre or the Leased Premises
by the Tenant or by anyone on the Tenant's behalf.  In the event of
such registration, all Tenant's rights hereunder, at the option of the Landlord,
shall cease and terminate.  The Tenant, if the Tenant so desires and
prepares the same, may register on title to the Business Centre a Notice of
Lease, reasonably satisfactory to the Landlord.

    


    SECTION
20.08 - Governing Law

    


    This
Lease is to be governed by and construed according to the laws of the Province
of Ontario.

    


    SECTION
20.09 - Overdue Amounts

    


    In the
event that any payments required to be made by the Tenant to the Landlord
hereunder are not paid when due then interest at a rate fifteen (15%) percent
per annum from the date when such overdue amounts were due to the date when such
overdue amounts are paid, and such interest shall be collectable as Additional
Rent with the next instalment of rent thereafter falling due hereunder, or at
the time the overdue amounts are paid, whichever is the earlier, but nothing
herein contained shall be deemed to suspend or delay the payment of any amount
of money or charge at the time the same becomes due and payable hereunder, or
limit any other remedy of the Landlord.

    


    SECTION
20.10 - Captions and Section Numbers

    


    The
index, captions, section numbers, and article numbers appearing in this Lease
are inserted only as a matter of convenience and in no way define, limit,
construe or describe the scope or intent of such sections or articles of this
Lease, nor in any way affect this Lease.

    


    SECTION
20.11 - Construction

    


    The use
of the neuter singular pronoun to refer to the Landlord or the Tenant shall be
deemed a proper reference even though the Landlord or the Tenant may be an
individual, a partnership, a corporation, or a group of two or more individuals
or corporations.  The necessary grammatical changes required to make
the provisions of this Lease apply in the plural sense where there is more than
one Landlord or Tenant and to either corporation, associations, partnerships or
individuals, males or females, shall in all instances be assumed as though in
each case fully expressed.  The words "herein", "hereof" and like
words shall refer to the whole of this Lease unless the contrary is
indicated.

    


    SECTION
20.12 - Landlord to Include Representatives

    


    Wherever
the word "Landlord" is used in the present Lease, it shall be deemed to include
the Landlord and its duly authorized representatives and managers and successors
and assigns.

    


    SECTION
20.13 - Tenant's Covenants

    


    Covenants
by the Tenant, if more than one person, firm or Corporation are hereby declared
to be joint and several.

    


    SECTION
20.14 - Partial Invalidity

    


    If any
term, covenant or condition of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease or the application of such term, covenant or condition
to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or
condition of this Lease shall be separately valid and enforceable to the fullest
extent permitted by law.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    SECTION
20.15 - The Planning Act

    


    This
Lease is entered into subject to the condition that it is to be effective only
on obtaining the consent required under the Planning Act, R.S.O. 1990, c.P.13,
as amended, if such consent is required.  If any such consent is
required it shall be obtained by the Landlord at the expense of the Tenant and
until such consent is obtained and term hereof, including options, if any, shall
be read as not exceeding twenty-one (21) years less one day and in the event
such consent is not obtained, the Term hereof, including options, if any, shall
not exceed twenty-one (21) years less one day.

    


    SECTION
20.16 - No Abatement

    


    Subject
to the other provisions of this Lease all rent required to be paid by the Tenant
hereunder shall be paid without any deduction, abatement or set-off whatsoever,
it being the intention of this Lease that all expenses, costs, payments and
outgoings incurred in respect of the lands, the building and any other
improvements on the lands or for any other matter or thing affecting the lands,
shall (unless otherwise expressly stipulated herein to the contrary) be borne by
the Tenant, that the rent herein provided shall be absolutely net to the
Landlord and free of all abatement, set-off, or deduction or realty taxes,
charges, rates, assessments, expenses, costs, payments or outgoings of every
nature arising from or related to the lands or any improvements thereon, and
that the Tenant shall pay all such taxes, charges, rates, expenses, costs,
assessments, payments and outgoings.

    


    SECTION
20.17 - No Partnership

    


    The
Landlord does not, in any way or for any purpose, become a partner of the Tenant
in the conduct of its business, or otherwise, or joint venture or a member of a
joint enterprise with the Tenant. Any provision of this Lease relating to the
rent payable hereunder is included solely for the purpose of providing a method
whereby the rent is to be measured and ascertained.

    


    


    SECTION
20.18 - Consents and Approvals

    


    Wherever
the consent, approval or permission of the Tenant is required hereunder, the
same shall not be unreasonably or arbitrarily withheld or delayed.

    


    SECTION
20.19 - Time of Essence

    


    Time
shall be of the essence of this Lease and every part hereof.

    


    SECTION
20.20 - Business Day

    


    For all
purposes of this Lease, Saturday’s, Sunday’s and statutory holidays shall be
deemed not to
be business days.

    


    SECTION
20.21 - Post-dated Cheques

    


    The
Tenant shall, at Landlord's request on or before the Lease Commencement Date,
provide the Landlord with post-dated cheques for the first year's Fixed Minimum
Rent plus estimated annual Additional Rent. Thereafter Tenant shall, on an
annual basis deliver post-dated monthly cheques for the Fixed Minimum Rent and
Additional Rent.  Failure to deliver post-dated cheques as aforesaid
shall constitute a breach of a covenant of this Lease.

    


    SECTION 20.22 – Expropriation

    


    In the
event of such expropriation, the Landlord shall in no way be liable to the
Tenant for any loss of any kind whatsoever.  If the expropriation
results in a decrease of the Common Facilities, or the Building, the rent for
the Leased Premises shall not be abated, as a result of this
decrease.

    


    SECTION
20.23 - Intent of Net, Net Lease

    


    The
Tenant acknowledges and agrees that it is intended that subject to express
provisions hereof, this Lease shall be a completely net, net lease for the
Landlord; save as expressly agreed hereunder the Landlord shall not be
responsible during the Term of this Lease and any Renewal Terms for any cause,
charges, expenses and outlays of any nature whatsoever arising from or relating
to the Leased Premises, or the Business Centre, or the contents thereof and save
as expressly agreed hereunder, the Tenant shall pay all charges and impositions,
costs and expenses of every nature and kind relating to the Leased Premises and
the Business Centre except as expressly herein set out, and the Tenant covenants
with the Landlord accordingly.

    


    SECTION
20.24 - Dishonoured Cheques

    


    As
compensation to the Landlord for inconvenience and expense, the Tenant agrees to
pay the Landlord the sum of Fifty ($50.00) Dollars for each cheque which is
dishonoured or returned "N.S.F." from the Tenant's Bank.

    


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    SECTION
20.25 - Counterparts of this Agreement

    


    This
Agreement may be executed in counterparts, each of which so executed shall be
deemed to be an original, and such counterparts together shall constitute one
and the same instrument.

    


    SECTION
20.26 - 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 the Tenant 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.

    


    SECTION
20.27 - Environmental Issues and Contaminants

    


    The
Tenant shall not do or permit anything to be done on, around or in relation to
the Leased Premises, or bring or keep anything thereon which may in any way
increase or cause environmental contamination, adverse environmental effects, or
which may be in contravention with The Environmental Protection
Act, R.S.O. 1990, c.E.19 as amended, or any other federal, provincial or
municipal legislation, regulation, ordinances or rules regarding environmental
protection which are currently existing or which are enacted during the currency
of this Lease. The Tenant shall not cause, and shall not permit to be caused,
the escape, discharge, leaching, disposal, maintenance and/or the storage of any
contaminants, pollutants, radioactive material, PCB, or other hazardous material
on, around, or in relation to the Leased Premises. The Tenant shall be solely
and totally responsible for the clean up and repair of any environmental damage,
or adverse effects arising as a result of the breach of the covenants herein
contained.  The Tenant hereby agrees to indemnify, defend and save the
Landlord and any mortgagee harmless from any and all liability, claims, damage,
expense, causes of action, suits or judgements arising from the Tenant's breach
of this covenant, and all payments arising pursuant to this or the preceding
paragraph shall be deemed to be Additional Rent and recoverable as
such.  The indemnity referred to herein shall include, but not be
limited to, claims made by third parties arising out of common
law.  The Tenant herein covenants to provide immediate notice to the
Landlord of any breach of the covenants contained herein.  The Tenant
acknowledges that the Landlord, or its agents, shall be permitted to enter onto
the Leased Premises at any time to inspect the Leased Premises, if it has reason
to believe that the Tenant has breached it's covenant contained herein this
section.  The Landlord shall also be entitled to take corrective
action regarding any breach of the Tenants' covenants contained herein, at the
Tenants' expense.

    


    This
paragraph regarding environmental issues and contaminants shall survive the
expiration or termination of this Lease.

     

    SECTION
20.28 - Successors and Assigns

    


    This
Lease shall be binding on the parties hereto and their respective successors and
assigns.

    


    IN WITNESS WHEREOF the
Landlord and the Tenant have signed and sealed this 15th day of May
2007.

     

     

    
       

      
        
          	 SIGNED, SEALED AND DELIVERED	 )
      DIETER SCHWARZ
	 in the
      presence of	 ) (by his
      mangers herein
	 	 )
      Today Management (Windsor), Inc. 
	 	 )
	 /s/
      Diane Murray	 ) Per: /s/ Joy Laramie
	 WITNESS	 ) (Authorized
      Signing Officer)
	 	 )
	 	 ) WIRELESS RONIN TECHNOLOGIES (CANADA)
      INC.
	 	 )
	 	 )
	 	 )
	 /s/ Scott N. Ross	 ) Per: /s/ Jeffrey C. Mack
	 WITNESS	 ) (Authorized
      Signing Officer)


        

      

    

    
 

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
“A”

    


     

    LEGAL
DESCRIPTION

     

    


    


    


    


    ALL AND SINGULAR that certain
parcel or tract of land and premises situated, lying and being in the City of
Windsor in the County of Essex, municipally known as 4510 Rhodes Drive and being
in the City of Windsor, in the County of Essex, municipally known as 4510 Rhodes
Drive and being more particularly described as Pt. Lot 106, Pt. Lot 107 &
Pt. Lot 108 (McNiff’s), Concession 3, being Parts 1 to 38 on Plan 12R4655 in the
City of Windsor, County of Essex and Province of Ontario.

    


    


    


    


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
“B”

    


     

    LEASED
PREMISES

    


    


    
 

    


    


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    


     

    SCHEDULE
“C”

    


    
      	
              1.

            	
              Interpretation

            


    

    


    (a)            In
this Schedule “C”, all references to: a Section shall be deemed to refer to the
applicable Section of the Lease to which this Schedule “C” is attached; a
paragraph shall be deemed to refer to the applicable paragraph of this Schedule
“C”.

    


    (b)            This
Schedule forms an integral part of the Lease to which it is attached and is
hereby incorporated in the Lease.  In the event of any inconsistency
or conflict between the provisions set out in this Schedule and the Lease, the
provisions set out in this Schedule shall in all cases prevail.

    


    (c)            In
this Lease, unless there is something in the subject matter or context
inconsistent therewith, the following words and terms, which may be used in the
singular or the plural, have the respective meanings given them as
follows:

    


     “Authorities”
means all federal, provincial, municipal and other governmental authorities
(including, without limitation, suppliers of public utilities), departments,
boards and agencies having or claiming jurisdiction;

    


     “Claims”
means claims, losses, damages (direct, indirect, consequential or otherwise),
suits, judgments, causes of action, legal proceedings, executions, demands,
penalties or other sanctions of every nature and kind whatsoever, whether
accrued, actual, contingent or otherwise and any and all costs arising in
connection therewith, including, without limitation, legal fees and
disbursements on a solicitor and his own client basis (including, without
limitation, all such legal fees and disbursements in connection with any and all
appeals);

    


    “Excluded
Costs” means:

    


    
      	
               
      

            	
              (i)

            	
              any
      and all costs of replacements to the structural portions or elements of
      the Building, including, without limitation, the foundations, roof
      (excluding the roof membrane), exterior wall assemblies (including weather
      walls and bearing walls), subfloor and structural columns and beams of the
      Building (other than structural portions of the Premises which are built
      by the Tenant, if any);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      and all costs and expenses incurred as a result of faulty construction or
      design, improper materials or workmanship or structural defects or
      weaknesses in respect of the Premises or the
  Building;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      income taxes, capital taxes, large corporations tax, corporation taxes,
      business taxes, or other taxes personal to the Landlord, or interest or
      penalties relating to the late payment by the Landlord of any taxes,
      whether personal to the Landlord or
not;

            


    

     

    
      	 	 (iv)	 any ground
      rentals (other than rentals in the nature of operating costs and payments
      of realty taxes), and any principal, interest or other carrying charges or
      mortgage payments or other financing costs in respect of the
    lands;


    

     

    
      	
               
      

            	
               (v)

            	
              any
      costs considered to be capital expenses in accordance with generally
      accepted accounting principles and repairs, the costs of which exceed
      $15,000.00, but the Landlord may amortize any such costs and expenses over
      the useful life of the item to which such costs and expenses relate in
      accordance with generally accepted accounting principles and may include
      in the Operating Costs applicable to each year of the term of the Lease,
      the amortized amount attributable to such year of the
  term;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              depreciation
      and interest on the undepreciated portion of items located on the Lands
      which may be depreciated;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              any
      costs or expenses (including real property taxes) in respect of any lands
      which are not in actual day to day use for the Building as parking area,
      landscaped area or built upon common
area;

            


    

    


    
      	
               
      

            	
              (viii)

            	
              any
      reserves for future expenditures which would be incurred subsequent to the
      then current accounting year;

            


    

    


    
      	
               
      

            	
              (ix)

            	
              any
      costs incurred by the Landlord and for which the Landlord receives
      insurance proceeds;

            


    

    


    
      	
               
      

            	
              (x)

            	
              any
      increase in the cost of the Landlord’s insurance where such increase is
      attributable to the actions or omissions of other tenants or occupants of
      the Business Centre;

            


    

    


    
      	
               
      

            	
              (xi)

            	
              all
      costs and expenses incurred as a result of the negligent or wilful acts or
      omissions of the Landlord or those for whom it is in law responsible, or
      arising from or occasioned by the default or negligence of any other
      person, other than the Tenant;

            


    

    


    
      	
               
      

            	
              (xii)

            	
              all
      amounts paid by the Landlord for enforcing or honouring the leases of any
      other tenant or occupant of the Business Centre or for remedying or
      fulfilling the obligations, whether to the Landlord or to any other party,
      of any other tenant or occupant of the Business
  Centre;

            


    

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (xiii)

            	
              any
      amounts paid by the Landlord to persons, firms or corporations which do
      not deal with the Landlord at arm’s length (as determined pursuant to the
      Income Tax Act (Canada)) to the extent, if any, that such payments exceed
      the amount which would be paid to person, firms or corporations which do
      deal with the Landlord at arm’s
length;

            


    

    


    
      	
               
      

            	
              (xiv)

            	
              amounts
      expended by the Landlord for advertising and promotion of the Business
      Centre;

            


    

    


    
      	
               
      

            	
              (xv)

            	
              the
      amount of any leasing commissions, tenant inducements, legal fees or
      tenant allowances in connection with leasing any part of the Business
      Centre;

            


    

    


    
      	
               
      

            	
              (xvi)

            	
              costs
      of improving or renovating space for a tenant or space vacated by a
      tenant;

            


    

    


    
      	
               
      

            	
              (xvii)

            	
              all
      management and administration costs (including wages and benefits) for
      offsite or head office overhead of the
Landlord;

            


    

    
    

     

    
      	 	      
              (xviii)

            	 legal,
      accounting, audit, architectural, engineering, surveying and other
      professional and consulting fees and expenses incurred in connection with
      the development, operation, leasing or reletting of premises in the
      Building, save and except for those necessarily and properly incurred in
      connection with the normal maintenance, administration and operation of
      the Business Centre;


    

     

    
      	
               
      

            	
              (xix)

            	
              costs
      or expenses arising from or relating the existence of pollutants on the
      lands on which the Premises are located, or the containment or removal of
      such pollutants, including, without limitation, all amounts expended as
      environmental response costs for removal, enclosure, encapsulation,
      clean-up, remediation or other activities regarding Landlord’s compliance
      with federal, provincial, municipal or local hazardous waste and
      environmental laws, regulations or ordinances, unless the Tenant is
      responsible for such pollutants being located on such
    lands;

            


    

    
 

    
      	
               
      

            	
              (xx)

            	
              expenses
      for the defense of the Landlord’s title to the Premises and/or the
      Business Centre;

            


    

    


    
       

    

    “Hazardous
Substance” means all contaminants, pollutants, explosives, hazardous waste,
pathological waste, generic or process-specific waste, leachates, solvents,
pesticides, and all radioactive, noxious, hazardous, toxic, corrosive,
combustible, ignitable and reactive materials, substances and constituents
(including, without limitation, polychlorinated biphenyls, dioxins, asbestos and
urea formaldehyde foam insulation) and all other materials, substances and
constituents (whether gas, liquid or solid) deemed, defined to be, listed or
referred to as hazardous (either singly or in combination with any other
materials, substances or constituents) in or pursuant to any Laws or which may
cause an adverse effect (as that term is defined in the Environmental Protection Act
(Ontario));

    


    “Landlord’s
Covenants” means all of the terms, covenants and conditions of this Lease on the
part of the Landlord to be observed and performed;

    


    “Landlord’s
Employees” means the Landlord’s directors, officers, employees, servants, agents
and those for whom the Landlord is responsible at law;

    


    “Lands”
means the lands on which the Premises are located and which are more
particularly described in Schedule “A”

    


    “Laws”
means all laws, statutes, ordinances, regulations, by-laws, directions, orders,
rules, requirements, directions and guidelines of all Authorities;

    


    “Person”
means an individual, a corporation, a limited partnership, a general
partnership, a trust, a joint stock company, a joint venture, an association, a
syndicate, a bank, a trust company, an Authority and any other legal and
business entity;

    


    “Rent”
means Fixed Minimum Rent and Additional Rent & Charges;

    


    “Tenant’s
Covenants” means all of the terms, covenants and conditions of this Lease on the
part of the Tenant to be observed and performed; and

    


    “Tenant’s
Employees” means the Tenant’s directors, officers, employees, servants, agents
and those for whom the Tenant is responsible at law.

    


    (d)            Whenever
a party (the “Deciding Party”) is making a determination (including, without
limitation, a determination of whether or not to provide its consent or approval
where the Deciding Party’s consent or approval is required by the terms of this
Lease), designation, calculation, estimate, conversion or allocation under this
Lease, the Deciding Party shall (unless this Lease specifically provides to the
contrary) act reasonably, in good faith and without undue delay and each
accountant, architect, engineer or surveyor, or other professional person
employed or retained by the Deciding Party Landlord shall act reasonably and in
good faith, independently and in accordance with the applicable principles and
standards of the person’s profession.  If the consent of a Deciding
Party is required under this Lease and the Deciding Party fails to advise the
other party whether or not it will give its consent within 10 days following the
date that the Deciding Party’s consent is requested by the other party, the
other party may make a further request for the Deciding Party’s consent and if
the Deciding Party fails to respond to such second request within 5 days of such
second request, the Deciding Party shall be deemed to have given its
consent.  If the Deciding Party refuses to provide its consent or
approval when requested to do so, it shall provide the party requesting such
consent or approval (the “Requesting Party”) with the reasons for its refusal at
the same time as it advises the Requesting Party that it refuses to provide its
consent or approval, and if such reasons are not provided, the Deciding Party
shall be deemed to have not responded to the other party’s request for the
Deciding Party’s consent or approval.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    2.            Condition – Intentionally
Deleted

    


    
      	
              3.

            	
              Operating
      Costs

            


    

     

    
      
        	        
      (a)  Additional
      Rent & Charges shall be calculated in accordance with generally
      accepted accounting principles, without profit to the Landlord (excluding
      any management or administrative fee payable to the Landlord) and without
      duplication.


      

       

    

    
      	
              (b)  

            	
              The
      statement to be provided by the Landlord to the Tenant pursuant to Section
      2.03 (the "Statement") shall set out in reasonable detail all costs
      included in the Additional Rent & Charges during the period to which
      the Statement relates.

            


    

     

    
      	
                      
      (c)  At
      the Tenant’s request, the Landlord shall either (i) provide to the Tenant
      copies of all invoices, statements of account and all other reasonable
      items which the Tenant may require in order to facilitate its review and
      verification of the information contained in the Statement; or (ii) allow
      the Tenant to inspect and make copies of (at the Tenant’s expense) the
      Landlord’s books and records relating to the information contained in the
      Statement in order to allow the Tenant to verify the information contained
      in the Statement.  If the Tenant’s review reveals errors in the
      Statement, the appropriate adjustments shall be made between the parties
      within 30 days of the Tenant advising the Landlord of such
      errors.

            


    

     

      

    


    4.            Repairs by the
Tenant

    


    The Tenant’s obligation to repair
the Premises shall not extend to reasonable wear and tear or to the following
repairs, all of which repairs shall be made by the Landlord:

    


    
      	
               
      

            	
              (a)

            	
              damage
      resulting from fire, tempest, or any other peril insured against, or
      required to be insured against by the
Landlord;

            


    

    


    
      	
               
      

            	
              (b)

            	
              repairs
      to the structural elements of the Premises and Business Centre (including,
      without limitation, the foundations, exterior weather walls, bearing
      walls, subfloor, structural columns and beams, roof replacement) or
      repairs resulting from structural weaknesses or defects, improper
      materials or workmanship or faulty
construction;

            


    

    


    
      	
               
      

            	
              (c)

            	
              repairs
      or maintenance which the Landlord is obligated to make pursuant to this
      Lease;

            


    

    


    
      	
               
      

            	
              (d)

            	
              repairs
      or replacements which are covered by warranties from third
      parties;

            


    

    


    
      	
               
      

            	
              (e)

            	
              repairs
      or maintenance resulting from the negligent or wilful acts or omissions of
      the Landlord or those for whom it is in law
  responsible.

            


    

    


    Notwithstanding
any other provision of this Lease, the Tenant shall only be required to obtain
the Landlord’s consent to the carrying out of any repairs, alterations,
decorations, replacements or improvements to the Premises if same involve
structural changes or materially affect the heating, ventilation, air
conditioning, electrical, mechanical and plumbing systems and facilities of the
Premises.

     

    
      	
              5.

            	
              Compliance With
      Laws

            


    

    


    The Tenant shall not be required for
making any repairs or improvements to the Premises which may be required by any
Laws if there is a change in the applicable legal requirements and the changed
legal requirements applies to all Premises in the Business Centre generally and
not to the Premises specifically, in which case the Landlord shall be solely
responsible for making such repairs or improvements.

    


    
      	
              6.

            	
              Insurance

            


    

    


    (a)            The
Landlord shall maintain in full force and effect during the Term (and any
extension or renewal thereof), such insurance with respect to the Business
Centre against such occurrences and in such amounts and on such terms and
conditions and with such deductibles as would be obtained by a prudent landlord
of a similar building.

    


     (b)            If
the Landlord is entitled to recover insurance proceeds as a result of an
occurrence on or around the Building, it will make all necessary claims to its
insurers to recover such insurance proceeds.

    


    (c)            The
Landlord shall indemnify and save harmless the Tenant from and against any and
all Claims in connection with any Injury, loss or damage to property arising
from or out of any occurrence upon or at any part of the Business Centre not set
aside for leasing to tenants occasioned wholly or in part by any fault, default,
negligence, act or omission by the Landlord or by any Person permitted to be
thereon by the Landlord.

    


    (d)            In
determining the Tenant’s responsibility for any increased cost of insurance as
contemplated by Section 7.03, a statement issued by the organization, company or
insurer establishing the insurance premiums or rates for the relevant insurance
policies stating the reasons for such increase shall be the only acceptable
evidence in determining the Tenant’s responsibility for same.  The
Landlord’s right to recover the amount of such increase from the Tenant shall be
the Landlord’s sole remedy in the event that the rate of insurance is increased
due to the Tenant’s occupancy or use of the Leased Premises.

    


    (e)            The
Tenant hereby releases and waives any and all Claims against the Landlord and
the Landlord’s Employees with respect to occurrences to be insured against by
the Tenant in accordance with its obligations under this Lease or otherwise, and
whether any such Claims arise as a result of the negligence or otherwise of the
Landlord or the Landlord’s Employees.

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      	
              7.

            	
              Default

            


    

    


    
      	
              (a)

            	
              If:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Tenant fails to pay any Rent reserved by this Lease on the day or dates
      appointed for the payment thereof and such failure continues for a period
      of five (5) Business Days after written notice thereof has been provided
      to the Tenant by the Landlord; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Tenant fails to observe or perform any of the terms, covenants,
      obligations or conditions of this Lease (other than the payment of Rent)
      to be observed or performed by the Tenant
and:

            


    

    


    
      	
               
      

            	
              (A)

            	
              fails
      to remedy such breach within fifteen (15) days  of the receipt
      or deemed receipt by the Tenant of written notice from the Landlord
      respecting such breach; or

            


    

    


    
      	
               
      

            	
              (B)

            	
              if
      such breach cannot be reasonably remedied within fifteen (15) days, the
      Tenant fails to commence to remedy such breach within such fifteen (15)
      day period or thereafter fails to proceed diligently to remedy such
      breach,

            


    

    


    then the
Landlord has to the extent permitted by law, the immediate right of re-entry
upon the Premises.

    


    (b)            Regardless
of any other provision of this Lease, if the Landlord re-enters the Premises or
terminates this Lease, the Landlord shall not be entitled to take possession of
or sell any of the Tenant’s equipment, furniture or other personal property
located on the Premises without first allowing the Tenant a period of fourteen
(14) days following the date that the Landlord re-enters the Premises or
terminates this Lease to remove all such equipment, furniture and other personal
property.  However, this section shall not apply where the Landlord
has lawfully distrained upon the Tenant’s goods.

    


    8.            Landlord’s Work –
Intentionally
Deleted

    


    
      	
              9.

            	
              Leasehold Improvement
      Allowance

            


    

    


    The Leasehold Improvement Allowance
shall be: (a) available to pay for the cost of new signage renovations,
alterations or improvements which the Tenant may make to the Premises
(including, without limitation, painting and carpeting); and (b) paid by the
Landlord to the relevant contractor (subject to a holdback of 10%) within
fifteen (15) days following the date that the Landlord receives an invoice and a
direction from the Tenant to pay such contractor.  The holdback will
be released to the contractor, forty-five (45) days following substantial
completion of the Leasehold Improvement.

    


    
      	
              10.

            	
              Hazardous
      Substances

            


    

    


    The Tenant shall not be responsible
for any Hazardous Substances located on or in the Premises, the Business Centre
or the Lands unless the Tenant or the Tenant’s Employees were responsible for
the Hazardous Substances being brought upon and located on or in the Premises,
the Business Centre or the Lands, as the case may be.  As between the
Landlord and the Tenant, the Landlord shall be solely responsible for all
Hazardous Substances: (a) brought on to the Premises by the Landlord or the
Landlord’s Employees; and (b) which migrate into the Premises from adjoining
premises or on to the Lands from adjoining lands.

    


    11.            Distress

    


    The Landlord shall not be entitled
to exercise its right of distress unless Rent has been arrears for a period of
ten (10) days following written notice of such arrears having been given by the
Landlord to the Tenant.

    


    


    


    
      	
              12.

            	
              Landlord’s
      Default

            


    

    


    If the Landlord fails to perform any
of the Landlord’s Covenants and:

    


    
      	
               
      

            	
              (a)

            	
              fails
      to remedy such breach within fifteen (15) days (or such shorter period as
      may be provided in this Lease) following receipt of written notice from
      the Tenant respecting such failure;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      such failure cannot be reasonably remedied within fifteen (15) days or
      such shorter period, the Landlord fails to commence to remedy such breach
      within fifteen (15) days or shorter period or thereafter fails to proceed
      diligently to remedy such breach,

            


    

    


    then the
Tenant may rectify such default and the Landlord shall be responsible for, and
shall pay to the Tenant within 30 days following receipt of an invoice from the
Tenant, all reasonable costs incurred by the Tenant as a result of such default,
including, without limitation, the reasonable costs incurred by the Tenant in
rectifying such default (if the Tenant elects to rectify such default),
reasonable compensation for the time expended by the Tenant’s own personnel,
reasonable legal costs on a solicitor-client basis and all other reasonable
costs of any kind whatsoever arising from or incurred as a result of any such
failure on the part of the Landlord to perform.

    


    
      	
              13.

            	
              Landlord’s
      Representations and
Warranties

            


    

    


    The Landlord represents and warrants
that: (a) it is the registered owner in fee simple of the Lands and the legal
description of the Lands contained in Schedule “A” correctly describes the
Lands; and (b) it has the full right and authority to enter into this Lease with
the Tenant and to lease the Premises to the Tenant in accordance with this
Lease.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    14.            Landlord’s
Obligations

    


    (a)            The
Landlord shall operate, maintain, repair and insure the Business Centre as would
a prudent owner and operator of a similar building complex.

    


    
      	
              15.

            	
              Landlord’s Right to
      Enter the
      Premises

            


    

    


    In exercising its rights in the
Lease to view the state of repair of the Premises, or to make repairs or
alterations to the Premises (or to any systems serving more than one premises in
the Building), or to enter the Premises pursuant to any other provision of this
Lease allowing the Landlord to enter the Premises (except for those provisions
allowing the Landlord to enter in connection with its exercising its rights of
distress, termination or re-entry), the Landlord shall:

    


    
      	
               
      

            	
              (a)

            	
              give
      not less than two (2) Business Days’ prior written notice to the Tenant
      (except in the case of an emergency where no notice shall be
      required);

            


    

    


    
      	
               
      

            	
              (b)

            	
              take
      such steps as may be reasonably required to minimize the interference with
      the Tenant’s business operations on the
  Premises.

            


    

    


    


    Regardless
of any notice that the tenant may receive from the Landlord regarding the making
of repairs to the Premises, the Tenant shall only be obligated to make such
repairs as it is obligated to make pursuant to this Lease.

    


    16.            Obligation to
Pay

    


    Whenever the Tenant is required by
the terms of this Lease to pay an amount of money “forthwith”, “forthwith on
demand”, “on demand”, “when rendered” or pursuant to similar language, the
Tenant shall pay such amount within ten (10) days following receipt of a written
invoice from the Landlord in respect of the relevant cost.  For
greater certainty, this provision shall not apply to the monthly instalments of
Rent payable by the Tenant under this Lease.

    


    17.            Registration of
Notice

    


    The Tenant may register a notice,
caveat or short form of this Lease against title to the Lands, provided same
does not disclose the financial terms of this Lease.  If the Landlord
wishes to review, or have its lawyer review, any such notice, caveat or short
form, it shall do so at its sole cost.  The Landlord shall execute
(and, in the case of electronic registration, instruct its lawyer to execute),
such documentation as the Tenant may require to be executed in order to register
such notice, caveat or short form of lease (including, without limitation, such
notice, caveat or short form of lease).  The Tenant shall be
responsible for the registration costs of registering any such notice, caveat or
short form of lease.

    


    


     



     

    
      	
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