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                                                                    EXHIBIT 10.3

         THIS LEASE MADE IN DUPLICATE THE 10TH DAY OF FEBRUARY 2004

BETWEEN:

                  REGION OF QUEENS MUNICIPALITY, A BODY CORPORATE INCORPORATED
                  UNDER THE LAWS OF THE PROVINCE OF NOVA SCOTIA, THE MUNICIPAL
                  GOVERNMENT ACT WITH HEAD OFFICE IN LIVERPOOL, QUEENS COUNTY,
                  NOVA SCOTIA (HEREINAFTER CALLED "LANDLORD")

                                             -AND-

                  LTBG TELESERVICES ULC, AN INCORPORATED COMPANY UNDER THE LAWS
                  OF THE PROVINCE OF NOVA SCOTIA WITH HEAD OFFICES IN
                  BURLINGTON, MA, U.S.A. (HEREINAFTER CALLED "TENANT")

                                             - AND -

                  LIGHTBRIDGE, INC., AN INCORPORATED COMPANY WITH HEAD OFFICES
                  IN BURLINGTON, MA, U.S.A. (HEREINAFTER CALLED "GUARANTOR")

     1.  PREMISES

         (A) In consideration of the rents reserved and the covenants and
         agreements herein on the part of the Tenant, the Landlord leases to the
         Tenant the lands and premises situate at 54 Harley Umphrey Drive in
         Liverpool, County of Queens and Province of Nova Scotia, more
         particularly described in Schedule "A" attached to this Lease (the
         "Premises"), which include the building constructed on the land and the
         parking areas surrounding that building. The lands included hereunder
         contain approximately 5.5 acres and are more fully described in
         Schedule "A" attached hereto.

         (B) The premises include a single story building containing 32,144
         square feet of useable area as confirmed by the Architect's Certificate
         using BOMA standards, which is attached hereto as Schedule "B".

         (C) The Tenant having had full and ample opportunity to inspect the
         premises agrees to accept the same as it currently exists, with no
         further alterations or modifications being required to be completed by
         the Landlord prior to or during the term of the lease except as may be
         specifically provided for herein.

     2.  TERM

         (A) Unless otherwise terminated in accordance with the provisions
         hereof, the term of this lease shall be for a period of five years
         commencing on May 1, 2004 and ending on April 30, 2009.


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     3.  RIGHT TO RENEW

         Provided it is not in material default of the terms and conditions
         under this Lease, and provided it gives written notice to the Landlord
         at least nine (9) months prior to the expiry of the then current term,
         the Tenant shall have the right to renew this Lease for successive
         terms of three (3) years each on the same terms and conditions as are
         applicable to the primary term with the exception of the rent to be
         paid during any renewal period, which amount is to be negotiated and
         mutually agreed upon by the parties at least six (6) months prior to
         the commencement of any renewal period, failing which the issue of the
         new rent to be paid may be submitted to binding arbitration in
         accordance with the provisions of the Nova Scotia Arbitration Act.

     4.  RENT

         (A) The Tenant shall pay as rent hereunder for the months of May, June,
         July, August, and September, 2004 the annualized sum of Six Dollars and
         Sixty Cents ($6.60) per square foot of useable area and for the month
         of October, 2004 and each month thereafter during the term of the lease
         an annualized sum of Twelve Dollars ($12.00) per square foot of usable
         area payable in equal, monthly installments in advance on the first day
         of each month to the Landlord at Liverpool, Nova Scotia. The first
         rental payment is to be made on May 1, 2004.

         (B) Subject to such adjustments as may be required to recognize the
         payment to be made under subparagraph 4(D) hereof, the Tenant agrees to
         provide to the Landlord post-dated cheques to cover the first twelve
         (12) monthly rental payments due hereunder. Thereafter until the end of
         the term and during any renewal periods, arrangements shall be made
         between the Tenant and the Landlord for the rent payments to be made by
         pre-authorized bank transfers from the bank account of the Tenant to
         the bank account of the Landlord.

         (C) The Tenant agrees that any rental payment due hereunder which
         remains unpaid for more than ten (10) days beyond its due date, shall
         thereafter bear interest at the rate of 2% per month until full payment
         is made.

         (D) The Tenant agrees to pay to the Landlord upon the execution of this
         lease, a lump sum payment of Seventy Five Thousand Dollars
         ($75,000.00), which amount will subsequently be applied by the Landlord
         to installments of rent as they fall due hereunder.

         (E) All amounts to be paid hereunder shall be paid in Canadian funds
         and all amounts referred to herein are exclusive of any applicable
         Harmonized Sales Tax which tax shall be in addition thereto.

     5.  TENANT'S RIGHT OF EARLY TERMINATION

         Notwithstanding paragraph 2 hereof, the Tenant shall have a one-time
         option to terminate this lease after the expiry of thirty six (36) full
         months from the commencement date of the

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         term by giving at least three (3) months written notice of its
         intention to do so.

     6.  TENANT'S IMPROVEMENTS

         (A) The Tenant shall be provided exclusive possession of the premises
         for the installation of its leasehold improvements and fixtures and for
         such other uses as may be reasonably required, ninety (90) days prior
         to the commencement of the term. This 90 day period shall be known as
         the "Early Occupancy Period". No rents shall be due or payable by the
         Tenant within the Early Occupancy period, however, the Tenant shall be
         responsible for the hook-up and payment of all utilities used by the
         Tenant. A copy of the Tenant's Insurance Coverage shall be submitted to
         and be reasonably acceptable to the Landlord prior to the Early
         Occupancy Period.

         (B) The Tenant is to outfit the building as necessary to meet its
         requirements at its sole cost. Specifics of the work to be done to
         complete the outfitting of the building are subject to the prior
         written approval of the Landlord, which approval will not be
         unreasonably withheld or delayed.

         (C) It is also agreed and understood that as part of the outfitting of
         the building, the Tenant, may at its option, install and supply the
         following trade fixtures of Tenant under this Lease at its sole
         expense:

                  Hook-up of systems furniture (including electrical hook-up)
                  Voice and data cabling
                  Systems for Telecom Room
                  Battery Monitor with Installation
                  UPS Unit and Maintenance Bypass Installation
                  Furniture and appliances
                  Security system and cameras
                  Signage
                  Any communications dishes or apparatus
                  Such other equipment, furniture and fixtures that are
                  necessary for the Tenant's purposes

     7.  TENANT'S COVENANTS

         The Tenant covenants with the Landlord as follows:

         (A) Rent - to pay the rent as specified herein;

         (B) Electric charges - to pay the cost of electric current supplied to
         the Premises and the cost of electric light bulbs, tubes, starters, and
         ballast;

         (C) Business Occupancy Tax - to pay all business occupancy taxes levied
         in respect of the Tenant's occupancy of the Premises or in respect of
         the personal property of the Tenant located on the Premises, as and
         when they become due;


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         (D) Cleaning and waste removal - to arrange and pay for reasonable
         custodian and janitorial services and solid waste disposal (excepting
         that portion of such services normally provided by the Landlord to the
         commercial sector);

         (E) HVAC - to pay for all heating, ventilation and air-conditioning,
         including the HVAC maintenance contract, provided such contract is
         agreed to by the Tenant (but excluding major repairs to the HVAC, with
         a major repair being defined as any single instance of repair where the
         cost exceeds $2,000.00);

         (F) Utilities and services - to pay for all utilities and services
         consumed by Tenant in respect of the Premises with the exception of
         sewer user fees;

         (G) Repair - to maintain and repair the leased premises, reasonable
         wear and tear and damage by fire, lightning and tempest only excepted,
         and to leave the Premises in good repair. The Landlord shall be
         permitted to enter and view the state of repair of the premises on a
         periodic basis. It is agreed that the Tenant shall not be responsible
         for major repairs or repairs or replacement which are of a structural
         nature. The Tenant shall however be responsible for all maintenance
         contracts and repairs to the emergency generator and all sprinklers and
         fire suppressant devices;

         (H) Assigning or subletting - The Tenant shall have the right to sublet
         or assign the Premises in whole or in part at any time during the Term
         or renewal thereof only with the Landlord's prior written consent,
         which consent is not to be unreasonably or arbitrarily withheld or
         delayed. Any such subletting or assignment approved by the Landlord, in
         whole or in part, shall not however release the Tenant from any of its
         obligations under this Lease;

         (I) Tenant's Insurance - Throughout the Term, including any renewals
         thereof, the Tenant shall at its expense, take and keep in force the
         following insurance:

                  (i)      Fire and standard extended perils or "all risks"
                           coverage on Tenant's property;

                  (ii)     Five million dollars ($5,000,000) inclusive limits
                           per occurrence in the form of general commercial
                           liability insurance;

                  (iii)    Such other forms of insurance as may be standard for
                           such premises and as reasonably required by the
                           Landlord; and

                  (iv)     Copies of all insurance policies as referred to
                           herein shall be provided to the Landlord upon
                           request.

                  (v)      At the request of the Landlord, the Tenant will
                           obtain a waiver of the insurer's right of subrogation
                           as against the Landlord under such insurance,
                           provided such waiver is obtainable by the Tenant from
                           its insurers.

         (J) Use of Premises - The Tenant hereby agrees (i) not to use the
         Premises except in a


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         lawful manner so as, at all times, to be in compliance with all by-laws
         and regulations which are now or hereafter will be set forth by the
         Region of Queens Municipality, Province of Nova Scotia or the
         Government of Canada, as they are applicable to the Premises, (ii) not
         to do, omit or permit to be done or omitted upon the Premises anything
         which causes the Landlord's rate of insurance upon the Building to be
         increased; (iii) if the rate of insurance upon the Building is
         increased by the use made of the Premises or by anything done, omitted
         or permitted to be done or omitted by the Tenant or by anyone permitted
         by the Tenant to be upon the Premises, the Tenant shall pay forthwith
         to the Landlord the amount of the increase; (iv) if any insurance
         policy upon the Building is cancelled by the insurer because of the use
         or occupation of the Premises or any part thereof by the Tenant or by
         any assignee or subtenant of the Tenant or by anyone permitted by the
         Tenant to be upon the Premises, and if Tenant is not able to secure
         such insurance within a reasonable time after notice from Landlord, the
         Landlord may at its option terminate this Lease forthwith by leaving
         upon the Premises notices in writing of its intention to terminate 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
         termination and the Tenant shall immediately deliver up possession of
         the Premises to the Landlord and the Landlord may re-enter and
         repossess them;

         (K) Observance of law - in its use and occupation of the Premises, the
         Tenant agrees not to violate any law or ordinance or any order, rule,
         regulation or requirement of any federal, provincial, or municipal
         government or any department, commission, board or officer thereof;

         (L) Nuisance and Waste - The Tenant agrees not to do or suffer any
         waste or damage, disfiguration or injury to the Premises or the
         fixtures and equipment therein or permit or suffer any overloading of
         the floors thereof; and not to use or permit the use of any part of the
         Premises for any dangerous, noxious, or offensive trade or business and
         not to cause or maintain any nuisance in, at or on the Premises;

         (M) Entry by Landlord - The Tenant agrees to permit the Landlord and/or
         its agents or employees to enter upon the Premises upon reasonable
         notice and at reasonable times for the purpose of inspecting and/or
         making repairs, alterations, or improvements to the Premises and the
         Tenant is not entitled to compensation for any inconvenience, nuisance
         or discomfort occasioned thereby;

         (N) Indemnity - The Tenant agrees to indemnify and save harmless the
         Landlord against any and all claims of whatsoever kind and nature by
         any person, firm, or corporation arising from the Tenant's use or
         occupancy of the premises or through any act of negligence of the
         Tenant or any assignee, subtenant, agent, contractor, servant, employee
         or licensee of the Tenant, with such indemnity to extend to all
         reasonable costs, counsel fees, expenses and liabilities incurred by
         the Landlord with respect to any action or proceeding brought against
         the Landlord, provided that:

                  (i)      The Landlord has promptly notified the Tenant of any
                           such claim after first becoming aware or having
                           notice thereof;


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                  (ii)     The Landlord has provided the Tenant with the option
                           to participate in the defense of such claim at the
                           Tenant's expense; and

                  (iii)    The claim does not relate to any peril or hazard
                           against which the Landlord is or ought to have been
                           insured under the terms of this Lease.

         (O) Exhibiting Premises - if the Tenant does not exercise its right of
         renewal hereunder, the Tenant then agrees to permit the Landlord or its
         agents to exhibit the Premises to prospective tenants upon reasonable
         notice during normal business hours for the last nine (9) months of the
         then current term;

         (P) Alterations and installations - The Tenant shall have the right to
         make further alterations and installations to the Premises at its sole
         cost and expense, provided the Tenant has received the prior written
         consent of the Landlord, which consent shall not be unreasonably
         withheld or delayed. The Tenant shall not be responsible for removal of
         any approved alterations or installations at the end of the Term or any
         earlier termination of the Lease, and is responsible for surrendering
         the Premises in a clean, good and tenantable condition save for normal
         wear and tear;

         (Q) Signs - The Tenant, at the Tenant's expense shall have the right to
         install Landlord approved exterior signage on the Building and within
         the Premises. Such Landlord approval shall not be unreasonably withheld
         or delayed. The Tenant shall insure, erect and maintain such signage at
         its sole expense, and shall obtain all necessary municipal and other
         permits and approvals as may be required with respect to the same;

         (R) The Tenant further specifically agrees to use the premises
         primarily for call center services, training and general office
         purposes and other such ancillary uses;

         (S) The Tenant shall be permitted to install and maintain at its sole
         cost, a satellite dish on the roof of the building under lease provided
         however that the Tenant shall ensure that in exercising its right
         hereunder that it will take no action which would adversely impact on
         the warranty given to the Landlord by the roofing contractor who
         installed the roofing materials on the roof of the building.

     8.  LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant:

         (A) Quiet enjoyment - for quiet enjoyment of the Premises, without any
         undue interruption or disturbance from the Landlord, or any other
         person(s) lawfully claiming by, from or under the Landlord, and the
         Landlord represents and warrants that it has good and marketable title
         to the Premises free and clear of all encumbrances and has the
         requisite power and authority to enter into this Lease;

         (B) Taxes - To pay the real property taxes levied against the Premises
         or the Landlord on account thereof;


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         (C) Maintenance - To pay the cost of snow plowing and/or removal of
         snow from parking areas, driveways, walkways and entrances such that
         the Tenant shall enjoy reasonable access to the premises at all
         reasonable times during the year and to pay also the cost of yard and
         lawn maintenance to keep the grasses and shrubbery in reasonably good
         order;

         (D) To provide sewer services to the leased premises at no cost to the
         Tenant;

         (E) Landlord's insurance - The Landlord shall take out and keep in
         force throughout the Term, including any renewal period thereof, upon
         such terms and conditions and in such amounts as would be maintained by
         a prudent owner of a property similar to the Building in question, the
         following insurance:

                  (i)      Public liability and property damage liability
                           insurance with respect to the Building;

                  (ii)     Fire and standard extended perils or "all risks"
                           coverage and boiler and machinery insurance on all
                           real and personal property owned by the Landlord or
                           for which the Landlord is legally responsible located
                           upon the Premises; and

                  (iii)    Such other forms of insurance as the Landlord may
                           from time to time consider advisable.

         At the request of the Tenant, the Landlord shall obtain a waiver of
         subrogation in favour of the Tenant with respect to its casualty
         insurance provided such waiver is obtainable from the Landlord's
         insurers.


         (F) Landlord covenants, warrants and represents that to the best of its
         knowledge, after thorough investigation, the Premises and the Building
         (including the land thereunder) do not, and will not contain any
         environmental contaminants.

         (G) The Landlord agrees to indemnify and hold the Tenant harmless from
         any and all damages, losses, expenses (including reasonable attorney's
         fees), claims or actions related to or arising out of any discovery of
         environmental contamination at the Premises or the Building (including
         the land thereunder) or from any breach of Landlord's obligations under
         this Lease.

         (H) To provide the Tenant, its employees and invitees access to the
         Premises twenty-four hours a day, seven days a week.

         (I) To provide and pay for all repairs or replacements to the building
         that are of a structural nature.

         (J) To pay for all major HVAC repairs as defined under paragraph 7(E)
         hereof.


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                                      -8-

     9.  PROVISOS

         Provided always that it is agreed as follows between the Landlord and
         the Tenant:

         (A) Fixtures - All installations, alterations, additions, partitions
         and fixtures except trade or Tenant's fixtures upon the Premises,
         whether placed there by the Tenant or the Landlord, are the Landlord's
         property without compensation therefore to the Tenant and shall not be
         removed from the Premises at any time, either during or after the Term.

         (B) Damage to premises - If during the term, the Premises are damaged
         by fire, lightning or tempest, then and in every such event if the
         damage or destruction is such that the Building is rendered wholly
         unfit for occupancy, or it is impossible or unsafe to use and occupy
         it, and if in either event the damage, in the opinion of a reputable
         firm of architects selected by the Landlord the damage:

                  (i)      Cannot be repaired with reasonable diligence within
                           one hundred and twenty (120) days from the happening
                           of the damage, either party may within five (5) days
                           next succeeding the giving of the architect's opinion
                           terminate this Lease by giving to the other party
                           notice in writing, in which event this Lease shall
                           cease as of the date of the damage and the rent and
                           all other payments for which the Tenant is liable
                           under this Lease shall be apportioned and paid in
                           full to the date of damage. If neither the Landlord
                           nor the Tenant terminates this Lease, then the
                           Landlord shall repair the Premises with all
                           reasonable speed and the rent shall abate from the
                           date of the happening of the damage until the damage
                           shall be made good and the Tenant can again use and
                           occupy the Premises; or

                  (ii)     Can be repaired with reasonable diligence within one
                           hundred and twenty (120) days from the happening of
                           the damage, then the rent shall abate from the date
                           of the happening of the damage until the damage shall
                           be made good and the Tenant can again use the
                           Premises and the Landlord shall repair the damage
                           with all reasonable speed; or

                  (iii)    Is such that the Premises are capable of being
                           partially used for the purposes for which they are
                           leased, then until the damage has been repaired the
                           rent shall be reduced by the fraction that the area
                           of that part of the Building which is rendered unfit
                           for occupancy is to the area of the Building, and the
                           Landlord shall repair the damage with all reasonable
                           speed.

         (C) Damage to property - The Landlord is not liable nor responsible in
         any way for any loss or damage or injury to any property belonging to
         the Tenant or to its employees or to any other person while the
         property is on the Premises or in the Building unless the loss, damage,
         or injury is caused by the negligence, act, fault, or default of the
         Landlord or of its employees, servants, agents.


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                                      -9-

         (D) Default of Tenant - If the rent is not paid within ten (10) days
         after when due, whether lawfully demanded or not, or in the case of
         breach or non-observance or non-performance of any of the covenants or
         agreements herein contained or referred to on the part of the Tenant to
         be observed and performed, which are not cured within thirty (30) days
         after notice by Landlord to Tenant, or in the case the Term is taken in
         execution or attachment for any cause, then the Landlord is entitled to
         enter upon the Premises or any part thereof in the name of the whole
         and to repossess and enjoy the Premises as of their former estate.

         (E) Bankruptcy of Tenant - In case the Term or any of the goods and
         chattels of the Tenant are seized in execution or attachment by a
         creditor of the Tenant or if the Tenant makes any assignment for the
         benefit of creditors or becomes bankrupt or insolvent or takes the
         benefit of any act now or hereafter in force for bankrupt or insolvent
         debtors and an order is made for the winding-up of the Tenant, then
         this Lease shall at the option of the Landlord cease and the Term shall
         immediately be forfeited and the current month's rent and the next
         ensuing three months' rent shall immediately become due and payable and
         the Landlord may re-enter and take possession of the Premises as though
         the Tenant or other occupant of the Premises was holding over after the
         expiration of the Term.

         (F) Distress - The Tenant waives the benefit of any present or future
         statute taking away or limiting the Landlord's right of distress, and
         agrees that none of the goods and chattels of the Tenant on the
         Premises at any time during the Term is exempt from levy by distress
         for rent in arrears.

         (G) Right of Re-Entry - On the Landlord's becoming entitled to re-enter
         the Premises under any of the provisions of this Lease, the Landlord in
         addition to all other rights, may do so as the agent of the Tenant,
         using force if necessary, without being liable for prosecution
         therefore, and may re-let the Premises as agent of the Tenant, and
         receive the rent therefore, and as agent of the Tenant may take
         possession of furniture or other property on the Premises and sell it
         at public or private sale without notice or apply the proceeds of sale
         and rent derived from re-letting the Premises upon account of the rent
         due under this lease, and the Tenant is liable to the Landlord for any
         deficiency.

         (H) Right of Termination - On the Landlord's becoming entitled to
         re-enter the Premises under any of the provisions of this Lease, the
         Landlord, in addition to all other rights, has the right to determine
         this Lease forthwith by leaving upon the Premises notice in writing of
         its intention, and thereupon rent and any other payments for which the
         Tenant is liable under this Lease shall be computed, apportioned and
         paid in full to the date of such determination, and the Tenant shall
         immediately deliver up possession of the Premises to the Landlord, and
         the Landlord may re-enter and repossess the Premises.

         (I) Non-waiver - Any condoning, excusing or overlooking by the Landlord
         of any default, breach or non-observance by the Tenant of any covenant,
         proviso or condition herein contained does not operate as a waiver of
         the Landlord's rights hereunder in


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                                      -10-

         respect of subsequent defaults, breaches or non-observances and does
         not defeat or affect in any way the rights of the Landlord herein in
         respect of any subsequent defaults or breaches.

         (J) Overholding - If the Tenant continues to occupy the Premises after
         the expiration of this Lease with or without the consent of the
         Landlord, and without any further written agreement, the Tenant shall
         be a monthly tenant on the terms and conditions herein set out except
         as to length of tenancy and as to the amount of rent to be paid which
         rent would under such circumstances be the subject of a reasonable
         increase to be immediately imposed by the Landlord.

         (K) Subject to the Tenant's right of early termination as provided for
         in paragraph 5 hereof, the Tenant shall not be in default for vacating
         the Premises prior to the expiration of the Term so long as the Tenant:

                  (i)      provides ninety (90) days advance written notice to
                           the Landlord of its vacating of the premises; and

                  (ii)     is not in default under any of the provisions of the
                           lease; and

                  (iii)    continues to pay the rent through to the expiration
                           of the term; and

                  (iv)     continues to maintain the alarm systems within the
                           building; and

                  (v)      continues to heat the building so as to adequately
                           protect the structural and functional integrity of
                           the premises; and

                  (vi)     continues to carry out to the end of the Term such
                           periodic checks as may be required under the
                           Landlord's insurance policies.

         (L) The Tenant shall not be permitted to assign its rights or
         obligations under this lease without the prior written approval of the
         Landlord;

         (M) Notice - Any notice required by this Lease is deemed sufficiently
         given if contained in writing and addressed -

         In the case of notice to the Landlord:

                                    Chief Administrative Officer
                                    Region of Queens Municipality
                                    249 White Point Road
                                    PO Box 1264
                                    Liverpool, NS  B0T 1K0
                                    Fax No. (902)354-7473


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                                      -11-

         In the case of notice to the Tenant:

                                    President & Chief Executive Officer

                                    Lightbridge, Inc.
                                    67 South Bedford Street
                                    Burlington, MA
                                    U.S.A.
                                    018013
                                    Fax No. 781-359-4171

         Notice shall be effective when personally delivered or sent by fax on
         that business day. A notice sent by prepaid post shall be deemed to be
         effective on the third business day after its mailing.

         The parties agree to notify each other immediately of any change of
         address from that set forth above.

     10. FURTHER ASSURANCES

         The Parties covenant and agree with each other to execute such further
         documents as may be reasonably requested by the other to give effect
         to, or notice of, the provisions contained herein, including but not
         limited to a short form Notice of Lease for registration purposes.

     11. AMENDMENTS

         Any amendments to this Lease shall be in writing and signed by both
         parties.

     12. HEADINGS

         The headings in this Lease have been inserted as a matter of
         convenience and for reference only and in no way define, limit or
         enlarge the scope or meaning of this lease nor of any provisions
         hereof.

     13. TIME OF ESSENCE

         Time shall be of the essence in all respects in relation to the
         interpretation and enforcement of the terms of this lease.


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                                      -12-

     14. SOLE AGREEMENT

         There are no covenants, agreements, conditions or material
         representations relating to the subject matter of this Lease, which
         will subsist between the parties upon its acceptance, except as
         expressly set forth herein.

     15. EFFECT OF LEASE

         This Lease and everything herein contained shall extend to and bind and
         may be taken advantage of by the successors and permitted assigns, of
         each of the parties hereto. Should either party request the other's
         consent to an assignment of this Lease, such consent shall not be
         unreasonably withheld.

     16. TENANT'S AND GUARANTOR'S CONDITIONS PRECEDENT

         The obligation of the Tenant and Guarantor to be bound by the terms of
         this Lease is subject to the Tenant receiving confirmation of an
         incentive package from the Government of Nova Scotia to provide
         financial incentives to the Tenant, in an amount acceptable to the
         Tenant to be determined on or before February 20, 2004.

     17. GUARANTOR CLAUSE

         The Guarantor, hereby covenants and agrees with the Landlord that the
         Guarantor will well and duly pay and satisfy all monies at any time
         secured by this Lease should the Tenant fail to pay the same when due.
         Further, the Guarantor hereby further acknowledges and agrees that the
         liability of the Guarantor hereunder shall be joint and several with
         that of the Tenant and shall not be released nor affected by any
         variation or alteration at any time of the terms or provisions of this
         lease. The Guarantor also acknowledges and agrees that the Landlord
         shall not be bound to exhaust its remedies against the Tenant or
         against any other person or persons before enforcing its rights
         hereunder against the Guarantor.

18.      DISPUTE RESOLUTION

         In the event of a dispute hereunder, the parties shall make all
         reasonable efforts to resolve their dispute by amicable negotiations.
         If a dispute has not been resolved within ten (10) days after the
         responding party has replied (or failing such reply within ten (10)
         days after receipt of the notice) either party may refer the dispute to
         be finally resolved by a final, conclusive and binding arbitration by a
         single arbitrator under the provisions of the Commercial Arbitration
         Act (Nova Scotia). The parties shall agree jointly on the appointment
         of an arbitrator, failing which, either party may apply to a court of
         competent


<PAGE>
                                      -13-

         jurisdiction for the appointment of an arbitrator. Each party shall
         bear its own costs in connection with any matter referred to dispute
         resolution provided however, the cost of the arbitrator shall be paid
         in accordance with the decision of the arbitrator.

     19. FACSIMILE AND COUNTERPART

         This Lease may be delivered by facsimile machine and signed on a
         facsimile copy. Both parties agree to accept the facsimile copy as a
         legal and binding document. If facsimile copies are utilized, the
         originals will subsequently be delivered to the Landlord and Tenant for
         execution. It is further agreed that this Lease may be executed in one
         or more counterparts with the same effect as if all parties had signed
         the same document. All counterparts shall be construed together and
         shall for all purposes constitute one agreement, binding on the
         parties, notwithstanding the fact that all parties have not signed the
         same counterpart. Whether signing facsimile copies or original
         documents, the parties mutually agree to initial all pages, including
         all Schedules, of such documents.


<PAGE>
                                      -14-

     20. The Law governing this Lease shall be the law of the Province of Nova
         Scotia, Canada.

         IN WITNESS WHEREOF the parties hereto have hereunto set their hands and
     affixed their seals the day and year first above written.

         SIGNED, SEALED AND DELIVERED)      REGION OF QUEENS MUNICIPALITY
         in the Presence of :

         /s/ Stephanie Nickerson            Per: /s/ John Leefe
                                                 Mayor


         /s/ Stephanie Nickerson            Per: /s/Chris McNeill
                                                 Regional Clerk

         SIGNED, SEALED AND DELIVERED)      LTBG TELESERVICES ULC.
         in the Presence of:

         /s/ Debra Michelson                Per: /s/ Harlan Plumley
         A Notary Public                         Harlan Plumley, Treasurer


         /s/ Debra Michelson                Per: /s/ Eugene DiDonato
            A Notary Public                      Eugene DiDonato, Secretary


         SIGNED, SEALED AND DELIVERED)      LIGHTBRIDGE, INC.
         in the presence of:                (AS GUARANTOR)


         /s/ Debra Michelson                Per: /s/ Pamela D.A. Reeve
         A Notary Public                         Pam Reeve -- President & CEO



<PAGE>

                                      -15-



PROVINCE OF NOVA SCOTIA
COUNTY OF QUEENS

I CERTIFY that on this 10th day of February, A. D., 2004, The Region of Queens
Municipality, one of the parties mentioned in the foregoing and annexed
Indenture caused the same to be executed by its duly authorized officers and its
corporate seal to be thereunto affixed in my presence and I have signed as a
witness to such execution.

                                                         /s/ Stephanie Nickerson
                                             A Commissioner of the Supreme Court
                                             of the Province of Nova Scotia

COUNTY OF
STATE OF MASSACHUSETTS

I CERTIFY that on this 23rd day of January, A. D., 2004, LTBG Teleservices ULC,
one of the parties mentioned in the foregoing and annexed Indenture caused the
same to be executed by its duly authorized officers and its corporate seal to be
thereunto affixed in my presence and I have signed as a witness to such
execution.

                                                             /s/ Debra Michelson
                                         A Notary Public in and for the State of
                                         Massachusetts

COUNTY OF
STATE OF MASSACHUSETTS

I CERTIFY that on this 23rd day of January, A. D., 2004, Lightbridge, Inc., one
of the parties mentioned in the foregoing and annexed Indenture caused the same
to be executed by its duly authorized officers and its corporate seal to be
thereunto affixed in my presence and I have signed as a witness to such
execution.

                                                             /s/ Debra Michelson
                                         A Notary Public in and for the State of
                                         Massachusetts


<PAGE>
                                      -16-


                                  SCHEDULE "A"

All that certain lot, piece, or parcel of land situated, lying, and being in the
Community of Liverpool, County of Queens, Province of Nova Scotia, and more
particularly bounded and described as follows:

Beginning at a point marking the northwest intersection of West Street and
Harley Umphrey Drive in Liverpool;

Thence N 38(Degree) 06' 31" W along West Street a distance of 309.7 feet to a
survey marker;

Thence N 41(Degree) 35' 21" W a distance of 29.26 feet to a survey marker;

Thence N 53(Degree) 10' 37" W a distance of 67.98 feet to a survey marker;

Thence N 64(Degree) 41' 47" W a distance of 28.69 feet to a survey marker at the
intersection of West Street and White Point Road;

Thence N 21(Degree) 25' 22" E along White Point Road a distance of 362 feet to a
survey marker;

Thence S 71(Degree) 42' 55" E a distance of 507 feet to a survey marker
bordering Harley Umphrey Drive;

Thence S 00(Degree) 18' 31" E along Harley Umphrey Drive a distance of 50 feet
to a survey marker; Thence S 11(Degree) 17' 53" W a distance of 155.93 feet to a
survey marker;

Thence S 37(Degree) 27' 09" W a distance of 194.67 feet to a survey marker;

Thence S 52(Degree) 00' 00" W a distance of 216.47 feet to the place of
beginning.

The above-described parcel of land containing 5.5 acres + or - being subject to
certification by a professional Nova Scotia Land Surveyor.