EXHIBIT 4.9


                     LEASE AMENDING AND EXTENSION AGREEMENT

         THIS AGREEMENT made as of the 15TH DAY OF JANUARY, 2003.

BETWEEN:

             1411029 ONTARIO LIMITED
             (hereinafter called the "Landlord")
                                                               OF THE FIRST PART

                       - and -

              YM BIOSCIENCES INC.
             (hereinafter called the "Tenant")
                                                              OF THE SECOND PART


WHEREAS:

A. By a lease dated JULY 30, 1997 (the  "Lease") the Tenant  leased from GRIFFIN
DEVELOPMENT  CORPORATION  AND  PR  LAND  HOLDINGS  LTD.  certain  premises  (the
"Premises")  comprising  of  BUILDING  11,  LEVEL 3, SUITE #400 of the  building
municipally  known  as 5045  ORBITOR  DRIVE  (the  "Building"),  in the  CITY OF
MISSISSAUGA,  ONTARIO,  for a term  of  FIVE  (5)  YEARS  AND  FIVE  (5)  MONTHS
commencing on the 1ST DAY OF SEPTEMBER, 1997 (the "Initial
Term");

B. The parties have agreed to amend the Lease by extending  the Initial Term for
a further period of FIVE (5) YEARS  commencing on FEBRUARY 1, 2003, on the terms
and conditions set
out below;

NOW THEREFORE IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged by each of the parties hereto, the parties hereto agree as follows:

1.        (a) The Initial Term is hereby extended for a further term of FIVE (5)
YEARS  commencing  on  FEBRUARY  1, 2003 and  expiring  on JANUARY 31, 2008 (the
"Extension  Term"),  on the same terms and  conditions as contained in the Lease
except as otherwise provided herein.

          (b) The Basic Rent payable  throughout  the Extension Term shall be as
follows:

                   Years 1-3 - $10.00 per rentable square foot per annum,

                   Year 4    - $10.75 per rentable square foot per annum,

                   Year 5    - $11.50 per rentable square foot per annum.

          (c) ITEM 6(I) OF THE TERM SHEET TO THE LEASE IS AMENDED TO REFLECT THE
DEPOSIT TO BE $10,070.79.

          (d) ITEM  6(II) OF THE TERM  SHEET TO THE LEASE IS  AMENDED TO REFLECT
THE DEPOSIT TO BE $9,513.06 BE APPLIED TOWARDS THE FEBRUARY 2003 RENT.

          (e) OPTION TO TERMINATE: PROVIDED THE TENANT HAS GIVEN MINIMUM SIX (6)
MONTHS PRIOR WRITTEN  NOTICE,  THE TENANT MAY  TERMINATE  THE LEASE.  THE TENANT
SHALL BE REQUIRED TO PAY TO THE LANDLORD,  ALL UNAMORTIZED  REAL ESTATE FEES AND

<PAGE>

THE  EQUIVALENT OF TWO (2) MONTHS GROSS RENTAL  (INCLUDING  BASIC AND ADDITIONAL
RENT CALCULATED FOR THAT YEAR OF THE TERMINATION) DUE AT THE TIME OF NOTICE.

          (f)  OVERHOLDING:  ARTICLE 14.03(A) OF THE LEASE SHALL BE CHANGED FROM
"TWICE  THE AMOUNT OF BASIC  RENT PLUS  $200.00  DAILY" TO "TWICE THE BASIC RENT
ONLY"  DURING THE RENEWAL  TERM AND "ONE AND ONE HALF TIMES THE BASIC RENT ONLY"
SUBSEQUENT TO THE RENEWAL TERM.

          (g) LETTER OF CREDIT:  THE LANDLORD CONFIRMS THAT THE LETTER OF CREDIT
AS OUTLINED IN SCHEDULE  "E" OF THE LEASE,  SHALL EXPIRE ON JANUARY 31, 2003 AND
BE NULL AND VOID AND OF FURTHER  EFFECT  SUBJECT TO SUCH LETTER OF CREDIT HAVING
BEEN ASSIGNED TO 14111029 ONTARIO LIMITED ON ITS REQUISITION OF THE PREMISES.

2. Capitalized  expressions used herein,  unless separately defined herein, have
the same meaning as defined in the Lease.

3. The Lease, as amended by this Agreement, is hereby ratified and confirmed and
remains in full force and effect in accordance  with its terms  unamended  other
than as specifically provided for in this Agreement.

4. This Agreement  shall enure to the benefit of and be binding upon the parties
hereto and their  respective  successors  and  assigns,  subject to the  express
restrictions contained in the Lease.


IN WITNESS WHEREOF the parties hereto have executed this Agreement under seal.


                                         Landlord:
                                         1411029 ONTARIO LIMITED


                                         per:                             c/s
                                             -----------------------------


                                         Tenant:
                                         YM BIOSCIENCES INC.


                                         per:                             c/s
                                             -----------------------------

<PAGE>




                         GRIFFIN DEVELOPMENT CORPORATION

                                      -AND-

                              PR LAND HOLDINGS LTD.
                              ---------------------
                                    LANDLORD


                                     - AND -


                                YORK MEDICAL INC.
                                -----------------
                                     TENANT


                         -------------------------------

                              LEASE OF OFFICE SPACE
                           MULTI-TENANT OFFICE PROJECT

                         -------------------------------



                           PROJECT:  5025-5045 ORBITOR DRIVE
                                     BLDG:   11
                                     SUITE:  400
                                     MISSISSAUGA, ONTARIO



MORGUARD NOVEMBER 1994 - NET OFFICE MULTI-TENANT (GENERAL APPLICATION)


<PAGE>

        TERM SHEET - FORMING PART OF LEASE OF OFFICE SPACE- MULTI-TENANT

1.           LANDLORD:  GRIFFIN DEVELOPMENT CORPORATION

ADDRESS:          24 Mobile Drive          TELEPHONE:      (416) 752-1411
                  Toronto, Ontario         FAX NUMBER:     (416) 752-7349
                  M4A 1H9

                  AND:

LANDLORD:         PR LAND HOLDINGS LTD.

ADDRESS:          200 Yorkland Blvd        TELEPHONE:      (416) 496-2098
                  Suite 200                FAX NUMBER:     (416) 496-0286
                  North York, Ontario
                  M2J 5C1

Landlord's "Environmental Contact":        Toronto West, Operations
                                           -------------------------
Manager

LANDLORD'S HEAD OFFICE

ADDRESS:         PR LAND HOLDINGS LTD      TELEPHONE:      (416) 862-3800
                 One University Avenue     FAX NUMBER:     (416) 862-3799
                 862-3799
                 Suite 1500
                 Toronto, Ontario
                 M5J 2V5

Attention:       Senior Vice-President, Office and Industrial


2. TENANT (legal name): YORK MEDICAL INC.

ADDRESS:          5045 Orbitor Drive       TELEPHONE:
                  Bldg. #11. Unit #400     FAX NUMBER:
                  Mississauga, Ontario
                  L4W 4Y4

   Attention. Mr. Jack Kincaid, President and C.E.O.

         TENANT'S HEAD OFFICE:
         --------------------

         ADDRESS:                          TELEPHONE:
                                           FAX NUMBER:
         Attention:

3. PROJECT NAME:

         MUNICIPAL ADDRESS OF PROJECT. 5045 Orbitor Drive,
         Mississauga, Ontario

4. LEASED PREMISES

         Attached as  Schedule A to the Lease is a plan of the  Project  showing
         the Leased Premises by a  distinguishing  outline.  The Leased Premises
         are designated as UNIT 11, LEVEL 3 KNOWN AS SUITE K-400

5. RENTABLE AREA OP LEASED PREMISES

         5,300  square  feet  subject  to  adjustment  in  accordance  with  the
         definition of Rentable Area and Section 4.08.

<PAGE>

6        (i)      SECURITY DEPOSIT:                  $0.00 (SECTION 4.02)
         (ii)     OTHER DEPOSIT:                     $0.00

7        (a)      TERM: 5 year(s), 5 month(s), 0 day(s).
         (i)      FIRST DAY OF TERM September 1,1997
         (ii)     LAST DAY OF TERM: January 31, 2003
         (b)      RENEWAL OPTION: No 1 x 5 years as shown on Schedule E

8. BASIC RENT:

<TABLE>
<CAPTION>
<S>                                                               <C>
From: September 1,1997 to January 31, 1998; $22,085.00 total      $4,417.00 per month
From: February 1,1998 to August 31, 1998; $40,194.00 total        $5,742.00 per month
From: September 1,1998 to August 31, 1999; $68,904.00 per annum   $5,742.00 per month
From: September 1,1999 to August 31, 2000; $68,904.00 per annum   $5,742.00 per month
From: September 1, 2000 to August 31, 2001; $68,904.00 per annum  $5,742.00 per month
From: September 1, 2001 to August 31, 2002; $68,904.00 per annum  $5,742.00 per month
From: September 1, 2002 to January 31, 2003; $28,710.00 total     $5,742.00 per month
</TABLE>

9    USE OF LEASED PREMISES: general offices except any use prohibited by
     Section 9.07

     GENERAL OFFICE FOR THE BUSINESS OF: GENERAL OFFICE

Additional  Covenants,  Agreements  and Conditions (if any) listed here are more
particularly set out in Schedule E.


OPTION TO RENEW

IDENTIFICATION

RIGHT OF EARLY TERMINATION

LETTER OF CREDIT

PAYMENT OF TENANT'S OCCUPANCY COSTS

POSSESSION AND RESTORATION

NON-DISTURBANCE


<PAGE>

                              LEASE OF OFFICE SPACE

                          MULTI-TENANT OFFICE BUILDING

         THIS LEASE is made as of the 30th day of July, 1997

BETWEEN:

         GRIFFIN DEVELOPMENT CORPORATION
         a company incorporated under the laws of the Province of Ontario

         AND

         PR LAND HOLDINGS LTD.
         a company continued under the laws of the Province of Ontario

                                                           (the "Landlord')

AND:

         YORK MEDICAL INC.

         a company incorporated under the laws of the Province of Ontario

                                                           (the "Tenant")

         IN CONSIDERATION of the mutual covenants contained herein, the Landlord
and Tenant hereby agree as follows:

                           ARTICLE 1.00 - DEFINITIONS

1.01  DEFINITIONS - In this Lease the terms defined in Schedule B shall have the
meanings designated therein respectively.

               ARTICLE 2.00 - GRANT OF LEASE AND GENERAL COVENANTS

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

2.02 LANDLORD'S GENERAL COVENANTS - The Landlord covenants with the Tenant:

         (a)      subject to the provisions of this Lease for quiet enjoyment of
                  the Leased  Premises so long as the Tenant  shall  observe and
                  perform  all  the  covenants  and  obligations  of the  Tenant
                  herein; and

         (b)      to observe and perform all the  covenants and  obligations  of
                  the Landlord herein.

2.03 TENANT'S GENERAL COVENANTS - The Tenant covenants with the Landlord:

         (a)      to pay  Rent  without  any  deduction,  abatement  or  set-off
                  whatsoever; and

         (b)      to observe and perform all the  covenants and  obligations  of
                  the Tenant herein.

<PAGE>

                       ARTICLE 3.00 - TERM AND POSSESSION

3.01 TERM - The Term of this Lease shall begin on the Commencement  Date and end
on the date set out in paragraph  7(a)(ii) of the Term Sheet  unless  terminated
earlier as provided in this Lease.

3.02 EARLY  OCCUPANCY  - The  Tenant  may,  with the  Landlord's  prior  written
consent,  use and occupy the Leased  Premises  or  portions  thereof  before the
Commencement  Date and all provisions of this Lease shall apply from the date on
which such use or occupancy  commences.  In the event of early  occupation,  the
Tenant  shall pay to the  Landlord  on the date of  occupancy  a rental  for the
period from the date the Tenant  begins to use or occupy the Leased  Premises or
portions thereof to the Commencement Date, which rental shall be that proportion
of the Rent for the first  calendar year of the Term which the number of days in
such period is of 365, multiplied by that proportion that the part of the Leased
Premises  used  and  occupied  from  time  to time by the  Tenant  prior  to the
Commencement  Date is of the total area of the  Leased  Premises.  Except  where
clearly  inapplicable,  all  provisions  of this Lease shall  apply  during such
period.

3.03 DELAYED POSSESSION - If the Landlord is unable to deliver possession of all
or any portion of the Leased Premises by the Commencement Date, this Lease shall
remain in full  force and effect and the  Tenant  shall take  possession  of the
Leased Premises on the date when the Landlord delivers  possession of all of the
Leased  Premises,  which date  shall be  conclusively  established  by notice in
writing from the Landlord to the Tenant at least ten days before such date.  The
Landlord shall not be liable to the Tenant for any loss, damage or inconvenience
resulting  from any delay in delivering  possession of the Leased  Premises but,
unless  the delay is caused by or  attributable  to the  Tenant,  its  servants,
agents or  independent  contractors,  no Rent shall be payable by the Tenant for
the period prior to the date on which the Landlord can deliver possession of all
of the Leased Premises, unless the Tenant elects to take possession of a portion
of the Leased  Premises,  in which case Rent shall be payable in respect thereof
from the date such  possession is so taken.  Despite  anything  contained to the
contrary in this  Section  3.03,  if the  Landlord is of the opinion  that it is
unable to deliver  possession  of all or any part of the Leased  Premises by the
expiration of six (6) months from the Commencement Date, the Landlord shall have
the right to terminate this Lease upon written  notice to the Tenant,  whereupon
neither party shall have any liability to the other.

3.04 ACCEPTANCE OF LEASED PREMISES - Taking  possession of all or any portion of
the Leased  Premises by the Tenant shall be  conclusive  evidence as against the
Tenant that the Leased  Premises or such portion thereof and the Common Elements
are in satisfactory condition on the date of taking possession,  subject only to
latent  defects  and to  deficiencies  (if any)  listed in  writing  in a notice
delivered by the Tenant to the Landlord not more than ten days after the date of
taking possession.

                               ARTICLE 4.00 - RENT

4.01 RENT - The Tenant shall pay to the Landlord as Rent for the Leased Premises
the aggregate of:

          (a) Basic Rent in respect of each year of the Term. payable in advance
          and  without  notice or demand in  monthly  instalments  as set out in
          paragraph 8 of the Term Sheet commencing on the Commencement  Date and
          on the first day of each calendar month thereafter during the Term;

          (b) the Tenant's  Occupancy Costs during the Term,  payable in monthly
          instalments  at the times and in the manner  provided in Section 4.06;
          and

          (c) all amounts  (other than payments  under  subsections  (a) and (b)
          above) payable by the Tenant to the Landlord under this Lease,  at the
          times and in the manner provided in this Lease or, if not so provided,
          as reasonably required by the Landlord.

4.02  SECURITY  DEPOSIT - The  Landlord  acknowledges  receipt  on or before the
Commencement  Date of the  amount  set out in item 6(i) of the Term  Sheet to be
held by the  Landlord,  without  any  liability  whatsoever  on the  part of the
Landlord  for the payment of  interest  thereon,  as a Security  Deposit for the
faithful  performance  by the Tenant of the terms,  covenants and  conditions of
this  Lease  during  the Tern  hereof  and not to be  applied on account of Rent
except as otherwise  provided in this Section 4.02. It is understood  and agreed
between  the  parties  that any  portion of this  Security  Deposit  may, at the
Landlord's  option. be applied towards the payment of overdue or unpaid Rent and
may also be  applied  as  compensation  to the  Landlord  for any loss or damage

<PAGE>

sustained  with  respect  to the  breach on the part of the Tenant of any terms,
covenants and conditions of this Lease, provided in all cases, however, that the
Tenant's  liability  hereunder  is not  limited to the  amount of this  Security
Deposit.  If during the Term any portion of the Security  Deposit is so applied,
then the Tenant  will on written  demand  deliver to the  Landlord a  sufficient
amount in cash or by  certified  cheque to restore the  Security  Deposit to the
original sum deposited. The Landlord shall refund to the Tenant after the expiry
date of this Lease any portion of the Security  Deposit not used by the Landlord
after  application  by the  Landlord to any damage  incurred by the  Landlord by
reason of the default of the Tenant under the terms of this Lease. It is further
provided that the Landlord  will be discharged  from all liability to the Tenant
with respect to the Security Deposit to the extent that it is transferred to any
purchaser of the Landlord's interest in the Leased Premises.

4.03 INTENT - It is the stated purpose and intent of the Landlord and the Tenant
that this Lease and the Rent shall be fully net to the Landlord.

4.04  PAYMENT  OF RENT -  GENERAL - All  amounts  payable  by the  Tenant to the
Landlord  pursuant to this Lease shall be deemed to be Rent and shall be payable
and  recoverable  as Rent in the manner herein  provided and the Landlord  shall
have all rights  against  the Tenant for  default in any such  payment as in the
case of arrears of Rent.  Rent shall be paid to the  Landlord in lawful money of
Canada,  without deduction or set-off, at the address of the Landlord set out in
paragraph 1 of the Term Sheet or to such other  person or such other  address as
the Landlord may from time to time designate in writing. The Tenant's obligation
to pay Rent shall survive the  expiration or earlier  termination of this Lease.
Any Rent or other sum  received or accepted by the  Landlord  and made by anyone
other than the Tenant, on behalf of the Tenant.  shall not release or in any way
affect  the  covenants  of the  Tenant  set out in this  Lease  and is not to be
construed by the Tenant as the  Landlord's  Consent to a Transfer  under Article
12. Any Rent or other sum  received by the  Landlord  from or for the account of
the Tenant while the Tenant is in default under this Lease may be applied at the
Landlord's  option  to  the  satisfaction  in  whole  or in  part  of any of the
obligations  of the  Tenant  then due  under  this  Lease in such  manner as the
Landlord sees fit regardless of any  designation or instruction of the Tenant to
the contrary.

4.05  PARTIAL  MONTHS  RENT - If the  Commencement  Date is a day other than the
first  day  of  a  calendar  month,  the  instalment  of  Rent  payable  on  the
Commencement  Date shall be that  proportion  of annual  Rent  payable as of the
Commencement  Date  which the number of days from the  Commencement  Date to the
last day of the month in which the  Commencement  Date  falls is of 365.  If the
Term ends on a day other than the last day of a calendar  month,  the instalment
of Rent payable on the first day of the calendar  month in which the last day of
the Term falls shall be that  proportion  of annual Rent then payable  which the
number of days from the first day of such last calendar month to the last day of
the Term is of 365.

4.06     PAYMENT OF TENANT'S OCCUPANCY COSTS

         (1) Prior to the  Commencement  Date and prior to the beginning of each
         Fiscal Year  thereafter (or as soon after those dates as the same shall
         be prepared by or for the  Landlord),  the Landlord  shall  compute and
         deliver to the Tenant a bona fide  estimate in writing of the  Tenant's
         Occupancy Costs for the following  Fiscal Year or portion  thereof,  if
         applicable.  Without further notice or demand,  the Tenant shall pay to
         the  Landlord  the  amount  of the  Tenant's  Occupancy  Costs in equal
         monthly  instalments,  in  advance  over  the  Fiscal  Year or  portion
         thereof,  simultaneously with the Tenant's payments on account of Basic
         Rent. If the Landlord does not deliver to the Tenant an estimate of the
         Tenant's  Occupancy  Costs in respect of any  Fiscal  Year,  the Tenant
         shall  continue to pay the Tenant's  Occupancy  Costs based on the last
         such  estimate  delivered by the Landlord  until a further  estimate is
         delivered by the Landlord.  Notwithstanding  the foregoing,  as soon as
         bills for all or any  portion of amounts  included in  Operating  Costs
         (including,  without  limitation,  Property  Taxes) as so estimated are
         received,   the   Landlord   may  bill  the  Tenant  for  the   Tenants
         Proportionate  Share thereof and the Tenant shall pay the Landlord such
         amounts so billed (less all amounts  previously  paid on account by the
         Tenant  on the  basis  of the  Landlord's  estimate  as  aforesaid)  as
         Additional Rent within 5 days following demand therefor.

         Property Taxes shall be included in Operating Costs. Any portion of the
         Tenant's  Proportionate Share of Property Taxes accrued with respect to
         the  Term  or any  part  thereof  paid  by the  Landlord  prior  to the
         Commencement  Date shall be reimbursed by the Tenant to the Landlord on
         the Commencement Date or on demand thereafter  subject to Sections 8.03
         and 8.05, the Tenant will pay the Tenant's  Proportionate  Share of any
         Property Taxes or of the Landlord's reasonable estimate thereof monthly

<PAGE>

         in advance in the same  manner as for  payment  of  Tenant's  Occupancy
         Costs.  Notwithstanding  the foregoing,  the Landlord shall always have
         the right:

                  (a) to revise the amount of instalments on account of Property
                  Taxes  payable  by the  Tenant to an amount  that  allows  the
                  Landlord to collect all Property  Taxes  payable by the Tenant
                  by the final due date of Property Taxes for the calendar year;
                  and/or

                  (b)  to  schedule  and  require   payment  by  the  Tenant  of
                  instalments on account of Property Taxes payable by the Tenant
                  such  that by the  final  due date of  Property  Taxes for any
                  calendar  year, the Tenant shall have paid to the Landlord the
                  full amount of Property  Taxes  payable by the Tenant for such
                  calendar  year,  which  arrangement  may  include  payment  of
                  instalments  by the  Tenant in a  calendar  year on account of
                  Property  Taxes  payable by the  Tenant for the next  calendar
                  year.

         (2) The Landlord  shall deliver to the Tenant within 120 days after the
         end of each  Fiscal Year or as soon after those dates as the same shall
         be prepared by or for the Landlord,  a written statement setting out in
         reasonable  detail the amount of the  Operating  Costs and the Tenant's
         Occupancy  Costs  for  such  Fiscal  Year.  If  the  total  of  monthly
         instalments of Tenant's  Occupancy Costs actually paid by the Tenant to
         the  Landlord  during the Fiscal  Year  differs  from the amount of the
         Tenant's  Occupancy  Costs  payable for the Fiscal  Year under  Section
         4.01(b),  the Tenant shall pay to the  Landlord or the  Landlord  shall
         credit  to the  Tenant,  as the case may be,  the  difference,  without
         interest, within 30 days after the date of delivery of the statement.

         (3) If  the  Tenant  disputes  the  Landlord's  statement  setting  out
         Operating  Costs and the Tenant's  Occupancy Costs for any Fiscal Year,
         the Tenant  shall  provide  notice  thereof in writing to the  Landlord
         within 60 days of delivery of the  statement  in respect of that Fiscal
         Year.  Notwithstanding  delivery  of  such  notice,  the  Tenant  shall
         continue to pay Rent in accordance with the terms of this Lease. In the
         event of a dispute,  the determination of the Tenant's  Occupancy Costs
         and the Operating  Costs as made by the  Landlord's  auditors  shall be
         conclusive and binding upon both the Landlord and the Tenant. All costs
         of obtaining such  determination  shall be included in Operating Costs;
         provided  that  if  the  Landlord's  auditors  confirm  the  Landlord's
         calculations  within a variance of five  percent,  the Tenant  shall be
         solely  responsible for the entire cost of such determination and shall
         pay such costs to the Landlord forthwith upon demand.

4.07 ESTIMATES OF INDIRECT EXPENSES AND RESOLUTION OF DISPUTES - Any expense not
directly  incurred by the Landlord but which is included in Operating  Costs may
be  estimated  by the  Landlord on whatever  reasonable  basis the  Landlord may
select if and to the extent that the Landlord cannot ascertain the actual amount
of the expense from the party who incurred it. In the event of any  disagreement
as to the amount or  propriety  of any amount  included in  Operating  Costs,  a
certificate  of the  auditor  of  the  Landlord,  acting  reasonably,  shall  be
conclusive  as to the  amount of  Operating  Costs for any  period to which such
certificate relates.

4.08  AREA  DETERMINATION  - The  Landlord  may from  time to time,  as it deems
necessary,  cause the Rentable Area of the Leased Premises,  the Building or any
part thereof to be  recalculated  or  remeasured  and the cost thereof  shall be
included in Operating Costs (except as otherwise provided in this Section 4.08).
If any calculation or  determination by the Landlord of the Rentable Area of any
premises  (including the Leased Premises) is disputed or called in question,  it
shall be calculated or determined by the  Landlord's  architect or surveyor from
time to time appointed for that purpose,  whose  certificate shall be conclusive
and  binding  upon  the  parties  hereto.   The  cost  of  such  calculation  or
determination shall be included in Operating Costs;  provided that if the Tenant
disputes the Landlord's  calculation  or  determination  and the  calculation or
determination by the Landlord's architect or surveyor agrees with the Landlord's
calculation or determination within a two percent variance, the Tenant shall pay
the full cost of such calculation or determination forthwith upon demand.

If any  error  shall be found in the  calculation  of the  Rentable  Area of the
Leased Premises or in the calculation of the Tenant's  Proportionate Share, Rent
(including  without limitation Basic Rent) shall be adjusted for the Fiscal Year
in which that error is discovered  and for the Fiscal Year  preceding the Fiscal
Year in which the error was  discovered,  if any, and thereafter but not for any
prior period.

<PAGE>

4.09 VACANCY- If any part of the Building available for leasing is not occupied,
the Landlord shall have the right, in respect of amounts forming Operating Costs
which vary with  occupancy,  to include in  Operating  Costs a larger  amount of
costs, which larger amount shall be based on a reasonable estimate of the actual
cost which would have been  incurred  if the  unoccupied  parts of the  Building
available for leasing were occupied.  it being intended hereby that the Landlord
shall obtain, to the extent reasonably possible, full reimbursement of Operating
Costs attributable to or in respect of occupied  premises,  and not that (a) the
Tenant shall subsidize Operating Costs incurred by the Landlord  attributable to
or in respect of vacant  premises:  or (b) the Landlord  shall recover more than
actual Operating Costs.

4.10  POSTDATED  CHEQUES - If the  Landlord so  requests in writing,  the Tenant
shall provide to the Landlord on or before the Commencement  Date and thereafter
on or before the  beginning  of each  Fiscal  Year  during  the Term,  postdated
cheques in the amount of Rent for each month during that Fiscal Year.

                        ARTICLE 5.00- USE AND OCCUPATION

5.01 USE OF LEASED  PREMISES - The Tenant  shall use and occupy  only the usable
part of the  Leased  Premises  and  only  for  office  purposes  to carry on the
business set out in item 9 of the Term Sheet and shall not use or permit the use
of the Leased  Premises or any part  thereof for any other  purpose or business,
except as otherwise  expressly permitted under this Lease or by any Person other
than the Tenant. The Tenant will be responsible for obtaining at its expense all
necessary approvals,  licenses and permits,  including but not limited to zoning
development/building,  occupancy and business  permits,  for its intended use of
the Leased Premises and will submit all applications for such approvals licenses
and  permits  to the  Landlord  for its  consent  prior to  making  application.
Notwithstanding  the  Landlord's  consent to an  application,  the  Tenant  will
indemnify  and defend the Landlord and save it harmless from and against any and
all Claims incurred or suffered by the Landlord  directly or indirectly  arising
out of the Tenant's application for such approvals,  licenses, or permits or the
resulting  approvals,  licenses and permits with respect to the use, intended or
otherwise,  of the Leased  Premises  whether  such  Claims are in respect of the
Leased Premises or in respect of the Building or the Project. The Landlord makes
no  representation  whether or not  necessary  approvals can be obtained for the
Tenant's  use  or  intended  use.  The  Landlord  makes  no  representations  or
warranties,  express or  implied,  that the  present or future use of the Leased
Premises,  if such use is anything other than office use, is legally fit for the
intended  use, or complies with any law,  by-law or regulation  governing use of
the Leased Premises.

5.02  COMPLIANCE  WITH LAWS - Tenant  shall  promptly and at its own cost comply
with all present and future laws, regulations and orders relating to, and obtain
and  maintain  in force  all  approvals,  permits,  licences  and  registrations
required for, any of the following:

          (a) the  occupation  or use of and the  conduct of any  business in or
          from the Leased Premises;

          (b) the condition of the Leasehold Improvements,  fixtures,  furniture
          and equipment installed therein;

          (c) Pollutants  and the protection of the  environment so far as those
          laws, regulations and orders or any of them relate to the Project; and

          (d) the making by Tenant of any repairs, changes or improvements in or
          to the Project;  and shall immediately give written notice to Landlord
          of the occurrence of any event in the Leased Premises  constituting an
          offence  thereunder  or being in breach  thereof and if Tenant  shall,
          either  alone or with others,  cause the  happening of any such event,
          Tenant  shall  immediately  give  Landlord  notice to that  effect and
          thereafter  give  Landlord  from  time to time  written  notice of the
          extent and nature of Tenant's compliance with the foregoing provisions
          of this Section.

Tenant agrees that if Landlord  determines in its own discretion  that Landlord,
its property,  its reputation or the Leased  Premises is placed in any jeopardy,
as  determined  by the Landlord,  by the  requirements  for any work required to
ensure compliance with the foregoing  provisions of this Section,  or the Tenant
is unable to fulfill its  obligations  under this  Section,  Landlord may itself
undertake such work or any part thereof at the cost and expense of Tenant.

<PAGE>

Tenant  shall,  at its own  expense,  remedy any  damage to the Leased  Premises
caused by such event or work or by the performance of Tenant's obligations under
this Section.

If alterations or  improvements  to the Leasehold  Improvements or to the Leased
Premises are  necessary to comply with any of the  foregoing  provisions of this
Section or with the requirements of insurance  carriers,  Tenant shall forthwith
complete  such work,  complying  always with the  applicable  provisions of this
Lease,  to the extent that it can be done within the Leased  Premises and in any
event shall pay the entire cost of alterations and improvements so required.

In the event that structural repairs or upgrading of the Building, including but
not limited to seismic  upgrading,  is required to permit the Tenant's  use, the
Landlord may, at its sole discretion, terminate the Lease.

5.03 PROHIBITED USES - The Tenant shall not commit, cause or permit any nuisance
in or about or any damage to the Leased  Premises,  the  Building  or any of the
Leasehold improvements or fixtures therein, any overloading of the floors of the
Leased  Premises or any use or manner of use causing  annoyance to other tenants
or occupants of the Project.  Without  limiting the generality of the foregoing,
the Tenant shall not use or permit the use of any portion of the Leased Premises
for any dangerous,  illegal,  noxious,  odorous or offensive trade,  business or
occurrence. The Tenant shall keep the Leased Premises free of debris or anything
of a dangerous,  noxious,  odorous or  offensive  nature or which could create a
fire hazard  (through  undue load on electrical  circuits or otherwise) or undue
vibration,  heat or noise.  The  Tenant  shall not use  equipment  in the Leased
Premises in a manner that  results in it being seen or heard  outside the Leased
Premises.

5.04  COMMON  ELEMENTS - The  Tenant and its  employees  and  invitees  shall be
entitled to use, in common with others entitled thereto,  for purposes for which
they are intended and only during such hours as the Landlord may designate  from
time to time,  the Common  Elements.  The Tenant and its  employees and invitees
shall not obstruct the Common Elements or use the Common Elements other than for
their  intended  purposes  and  then  only in  accordance  with  the  rules  and
regulations set by the Landlord from time to time.

5.05  HAZARDOUS  USE - The Tenant  shall not do, omit to do or permit to be done
anything  which will  cause or may have the  effect of  causing  the cost of the
Landlord's  insurance  in  respect  of the  Project  or any part  thereof  to be
increased  at any time during the Term or any policy of insurance on or relating
to the Project to be subject to  cancellation.  Without  waiving or limiting the
foregoing  prohibition,  the Landlord may demand and the Tenant shall pay to the
Landlord upon demand, the amount of any increase in the cost of insurance caused
by  anything  so done or  omitted or  permitted  to be done.  The  Tenant  shall
forthwith  upon the  Landlord's  request  comply  with the  requirements  of the
Landlord's  insurers,  cease  any  activity  complained  of and  make  good  any
circumstance  which  has  caused  any  increase  in  insurance  premiums  or the
cancellation or threatened  cancellation of any insurance policy. In determining
the amount of increased premiums for which the Tenant is responsible, a schedule
or statement  issued by the person or  corporation  which computes the insurance
rates for the Landlord  showing the  components  of the rate shall be conclusive
evidence  of the items  that make up the rate.  If any  policy of  insurance  in
respect of the Project or any part thereof is  cancelled  or becomes  subject to
cancellation  by reason of anything so done or omitted or  permitted to be done,
the Landlord  may without  prior  notice  terminate  this Lease and re-enter the
Leased Premises.

5.06 RULES AND  REGULATIONS - The Tenant shall observe and cause its  employees,
servants.  agents, invitees,  customers,  subtenants,  licensees and others over
whom the Tenant can  reasonably  be expected to exercise  control to observe the
rules and  regulations  attached as Schedule C hereto and such further and other
reasonable rules and regulations and amendments and additions  thereto as may be
made by the Landlord and notified to the Tenant by mailing a copy thereof to the
Tenant or by posting same in a conspicuous place in the Building. All such rules
and  regulations now or hereafter in force shall be read as forming part of this
Lease;  provided that if there is a conflict  between the rules and  regulations
and this Lease, the terms of this Lease shall prevail. The Landlord shall not be
responsible to the Tenant for the nonobservance of any rule or regulation or the
terms of any lease or agreement to lease by any other tenant of the Project.

5.07 PERMITTED  SIGNS - The Tenant shall use only such  identification  signs as
are  prescribed  by the  Landlord  from  time to time  and as  comply  with  all
applicable  by-laws,  regulations and codes as to size,  location,  arrangement,

<PAGE>

type of  lettering,  colour,  appearance  and design for  uniform  use by office
tenants in the Building.  Such signs shall contain only the name under which the
Tenant carries on business.

5.08  PROHIBITED  SIGNS - Except with the prior written consent of the Landlord,
which consent may be arbitrarily  withheld or rescinded in the  Landlord's  sole
discretion, or as provided in Section 5.07, the Tenant shall not paint, display,
inscribe,  place or affix any sign, symbol,  notice,  advertisement,  display or
direction of any kind anywhere outside the Leased Premises or on the interior of
any glass windows or doors or elsewhere  within the Leased  Premises so as to be
visible from the outside of the Leased Premises.

5.09 WINDOW  COVERINGS - Without the prior written consent of the Landlord,  the
Tenant  shall not  install  any blinds,  drapes,  curtains  or any other  window
coverings  in the Leased  Premises  and shall not  remove,  add to or change the
blinds,  curtains,  drapes or other window  coverings  installed by the Landlord
from time to time. The Tenant shall keep all window  coverings open or closed at
various  times as the  Landlord  may from  time to time  direct by the rules and
regulations or otherwise.

5.10  PARKING - Any parking area or facility  provided by the Landlord  shall at
all times be subject to the exclusive  control and management of the Landlord or
those whom the Landlord may designate from time to time. The Landlord shall have
the right from time to time to establish,  modify and enforce  reasonable  rules
and regulations  with respect to any parking area or facility and shall have the
right from time to time:

         (a) to  expand,  reduce,  or  change  the  area,  level,  location  and
         arrangement  of the  parking  area or  facility  and to  construct  any
         parking facility;

         (b) to enforce  parking  charges with  appropriate  provisions for free
         parking ticket validating by tenants of the Building;

         (c) to close all or any portion of the parking area or facility to such
         extent as may, in the  Landlord's  opinion,  be legally  sufficient  to
         prevent a dedication  thereof or the accrual of rights to any person or
         the public;

         (d) to  obstruct  or close off all or any part of the  parking  area or
         facility for the purpose of maintenance or repair; and

         (e) to do and  perform  such other acts in and to the  parking  area or
         facility as, in the judgment of the Landlord, shall be advisable with a
         view to the  improvement of the  convenience of and use of the Building
         by tenants, their employees and invitees.

The  Landlord  will  operate and  maintain  the parking area or facility in such
manner as the Landlord in its sole discretion shall determine from time to time.
Without limiting the scope of such discretion,  the Landlord shall have the sole
right to employ all personnel and make all rules and  regulations  pertaining to
and necessary for the proper  operation and  maintenance  of the parking area or
facility.  The Tenant  shall  participate  in any free  parking or other  ticket
validation  system  established  by the  Landlord  and  abide by all  rules  and
regulations pertaining thereto and the Tenant shall pay to the Landlord monthly,
together  with  payments  on  account  of  Basic  Rent,   all  parking   charges
attributable  to the Tenant as  evidenced  by parking  tickets  validated by the
Tenant in accordance with any system established by the Landlord.

5.11  AUTHORIZATION OF ENQUIRIES - The Tenant hereby  authorizes the Landlord to
make  enquiries  from  time  to  time  of  any  government  or  municipality  or
governmental  or municipal  agency with respect to the Tenant's  compliance with
any  and all  laws  and  regulations  pertaining  to the  Tenant,  the  business
conducted  in the  Leased  Premises  including,  without  limitation,  laws  and
regulations pertaining to Pollutants and the protection of the environment;  and
the Tenant  covenants  and agrees that the Tenant will from time to time provide
to the Landlord  such  written  authorization  as the  Landlord  may  reasonably
require in order to facilitate the obtaining or such information.

5.12  RECORDS - The Tenant will keep on the Leased  Premises or at the  Tenant's
Head Office complete records of all goods stored on, or processed, manufactured,
packaged,  used in any  process in the Leased  Premises by the Tenant and by any
other  occupant of the Leased  Premises or any part thereof.  Such records shall
include all particulars which the Landlord may require. The Landlord may examine
such records and the Tenant will provide  extracts from or copies thereof all as

<PAGE>

required by the Landlord from time to time.  This  requirement  to maintain such
records will survive the expiry or earlier termination of the Term.

5.13  OVERLOADING  - The Tenant will not install or permit the  installation  of
equipment that in the opinion of the Landlord's  engineer overloads the capacity
of any utility or of any  electrical  or  mechanical  facility in the Project or
which may exceed the  load-bearing  capacity  of the floors of the  Project.  If
damage is caused to the Leased  Premises  or to the Project as the result of any
installation in contravention of this Section, the Tenant will repair the damage
or,  at the  Landlord's  option,  pay to the  Landlord  on  demand  the  cost of
repairing the damage incurred by the Landlord.

                      ARTICLE 6.00 - SERVICES, MAINTENANCE,
                     REPAIR AND ALTERATIONS BY THE LANDLORD

6.01  OPERATION OF PROJECT - During the Term, and so long as no Event of Default
(as defined in Section  11.04) shall exist,  and so long as no event shall occur
which,  with  the  passage  of time or the  giving  of  notice  or  both,  would
constitute  an Event of Default,  the  Landlord  shall  operate and maintain the
Project in accordance  with  applicable  laws and regulations and with standards
from  time to time  prevailing  for  similar  projects  in the area in which the
Project is located and,  subject to payment by the Tenant of Rent, shall provide
the Services set out in this Article 6.00;  provided that the Landlord shall not
be responsible for providing those Services or operating, maintaining, repairing
or replacing  the systems,  facilities  or equipment  for the  provision of such
services to the extent that such  Services,  operation,  maintenance,  repair or
replacement are specifically  stated in this Lease to be the  responsibility  of
the Tenant.

6.02 BUILDING SERVICES AND FACILITIES - The Landlord shall provide:

          (a)  washrooms  accessible  to the Leased  Premises for the use of the
          Tenant,  its  employees  and  invitees  in common  with other  persons
          entitled thereto;

          (b) domestic running water to the building  standard  washrooms in the
          Leased Premises,  if any, and to washrooms  available for the Tenant's
          use in common with others entitled thereto;

          (c)  access to and  egress  from the  Leased  Premises  for use by the
          Tenant,  its  employees  and  invitees  in common  with other  persons
          entitled  thereto,  provided that the Landlord may restrict access for
          security  purposes or require that all persons  seeking access produce
          identification;

          (d)  heating,  ventilation  and  air  conditioning  to  the  Building,
          including  the Leased  Premises,  to a level  sufficient  to  maintain
          therein  conditions of  reasonable  temperature  and comfort  provided
          that,  unless  otherwise  agreed by the  parties,  a full  standard of
          interior  climate control shall only be maintained  during those hours
          and on those  days  established  by the  Landlord  as being  operating
          periods  for  the  Building,   having   reasonable  regard  to  energy
          conservation;

          (e) lighting and electrical power to the Common Elements as reasonably
          required;

          (f)  electrical  power to the Leased  Premises  for  lighting  and for
          standard  office  equipment  capable  of  operating  from the  voltage
          circuits available and then standard for the Building;

          (g) janitorial  Services to the Leased Premises and Common Elements to
          a standard  consistent from time to time with similar buildings in the
          area in which the Building is located;

          (h) a  directory  board  located  in  the  Common  Elements  providing
          identification  of the  tenants  in the  Building  in such  manner and
          containing such information as the Landlord may determine; and

          (i) appropriate  ducts for bringing  telephone  services to the Leased
          Premises.

6.03  MAINTENANCE,  REPAIR AND REPLACEMENT - Subject to payment by the Tenant of
Rent,  the Landlord  shall  operate,  maintain,  repair and replace the systems,
facilities and equipment  necessary for the proper  operation of the Project and
for provision of the Landlord's  Services set out in Section 6.02 (except as may
be installed by or be the property of the Tenant) and shall  maintain and repair

<PAGE>

the  foundations,  structure  and roof of the Building and repair  damage to the
Building  which the Landlord is obligated to insure  against  under Article 9.00
provided that:

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

          (b) the Landlord may temporarily  discontinue  such Services or any of
          them at such times as may be reasonably necessary;

          (c) the Landlord  shall use  reasonable  diligence in carrying out its
          obligations under this Section 6.03. but shall not be liable under any
          circumstances  for  any  consequential  damages,   whether  direct  or
          indirect, to any Person or property for any failure to do so;

          (d) no reduction or discontinuance of Services under this Section 6.03
          shall be construed as a breach of the Landlord's  covenant therefor or
          as an  eviction  of the Tenant  or,  except as  specifically  provided
          otherwise in this Lease,  release the Tenant from any obligation under
          this Lease;

          (e) the Landlord  shall have no  responsibility  for any inadequacy of
          performance  of any systems  within the Leased  Premises if the Leased
          Premises or the use thereof  depart from the design  criteria for such
          system as established by the Landlord for the Building; and

          (f) nothing  contained  herein shall  derogate from the  provisions of
          Article 10.00.

6.04  ALTERATIONS/RENOVATIONS  BY  LANDLORD - During the Term or any  renewal or
extension  thereof,  it is understood and agreed that if the Landlord intends to
make changes, additions or improvements to or substantially renovate the Project
or any part thereof,  of which the Leased Premises form a part (the  "Renovation
Work"), that  notwithstanding  anything contained in this Lease to the contrary,
the Landlord, its servants,  agents, contractors and representatives may proceed
with the Renovation  Work without  further consent or approval of the Tenant and
the Tenant hereby irrevocably grants to the Landlord its consent to the carrying
out of the  Renovation  Work;  provided  that  the  Renovation  Work  shall  not
materially interfere with or adversely affect the business of the Tenant carried
on in the Leased Premises.  It is specifically  understood and agreed that there
shall be no compensation  paid to the Tenant nor shall there be any abatement of
Rent in connection  with the Renovation  Work. In exercising its rights pursuant
to this Section, the Landlord shall be entitled to:

          (a) enter the  Leased  Premises  from time to time to make  changes or
          additions to the structure,  systems,  facilities and equipment in the
          Leased  Premises where necessary to serve the Leased Premises or other
          parts of the Building;  limit from time to time as may be necessary by
          reason of the Renovation  Work,  ingress to and egress from the Leased
          Premises and/or the Project;

          (b) change, add to, diminish,  demolish,  dedicate for public purposes
          part or parts of,  improve or alter any part of the Project not in, or
          forming part of, the Leased Premises; and

          (c) change, add to, diminish, improve or alter the location and extent
          of Common Elements.

The Landlord  agrees to give to the Tenant ten (10) days prior written notice of
its intention to proceed with the Renovation  Work.  Provided that the notice is
given as  aforesaid,  the Tenant shall  cooperate  with the Landlord in order to
allow the Renovation Work to be completed as  expeditiously  as possible.  It is
specifically  agreed by the Landlord and the Tenant that the Landlord shall not,
by reason of exercising its rights  pursuant to this Section 6.04, be in default
or be deemed to be in default of any covenant or proviso contained in this Lease
or at law.

6.05  ACCESS BY  LANDLORD - The Tenant  shall  permit the  Landlord to enter the
Leased  Premises  at any  time  outside  normal  business  hours  in  case of an
emergency  and  otherwise  during  normal  business  hours  where  such will not
unreasonably  disturb or interfere with the Tenant's use of the Leased  Premises
or operation of its business,  to examine,  inspect and show the Leased Premises
for purposes of leasing, sale or financing, to provide Services or make repairs,
replacements,  changes or  alterations as provided for in this Lease and to take
such steps as the Landlord may deem  necessary  for the safety,  improvement  or

<PAGE>

preservation of the Leased Premises or the Project. The Landlord shall, whenever
possible,  consult with or give  reasonable  notice to the Tenant prior to entry
but no such entry shall  constitute  an  eviction or a breach of the  Landlord's
covenant for quiet enjoyment or entitle the Tenant to any abatement of Rent.

6.06 ENERGY  CONSERVATION  - The Landlord  shall be deemed to have  observed and
performed its  obligations  under this Lease,  including  those  relating to the
provision of utilities and Services, if in so doing it acts in accordance with a
directive, policy or request of an authority having jurisdiction in the field of
energy conservation, security or environmental matters.

6.07 SUPERVISION AND EXTENDED SERVICES - The Landlord,  if it shall from time to
time so elect,  shall have the right to  supervise  the moving of  furniture  or
equipment  of the  Tenant  and (in  addition  to  supervising  Tenant's  work as
provided for in this Lease) to supervise the making of repairs  conducted within
the Leased  Premises and the exclusive  right to supervise or make deliveries to
the Leased  Premises.  In  addition,  and by  arrangement  with the Tenant,  the
Landlord  may  provide  extended  cleaning  or other  Services  to the Tenant in
addition to those normally supplied and referred to in this Lease. In each case,
the Landlord's costs and expenses  incurred with respect thereto together with a
reasonable  administration  fee shall be paid to the Landlord by the Tenant from
time to time promptly upon receipt of invoices from the Landlord.

6.08  LANDLORD'S WORK - The Tenant agrees that it has entered into this Lease on
the  express  understanding  that the  Landlord's  Work in respect of the Leased
Premises is limited to the scope delineated as Landlord's Work in Schedule-D and
all other  improvements  to the Leased  Premises  shall be performed at the sole
expense of the Tenant in accordance with the terms of this Lease,  including but
not limited to Section 7.04 of this Lease.

6.09  CONTROL BY THE LANDLORD - The Tenant  agrees that the Landlord  shall have
control  of the  Project  and,  without  limiting  the  generality  of  anything
contained  elsewhere in this Lease, the Landlord may make such use of the Common
Elements  and  permit  others to make  such use of the  Common  Elements  as the
Landlord may from time to time determine subject,  in the case of use by others,
to such terms and conditions and for such  consideration  as the Landlord may in
its discretion  determine,  provided that such uses do not  materially  obstruct
access to the  Leased  Premises  and the  Landlord  may close all or any part or
parts of the Project to such  extent as may,  in the opinion of the  Landlord or
any consultant  engaged by the Landlord in that regard, be legally sufficient to
prevent a dedication  thereof or the accrual of rights  therein to any Person or
the public.

         ARTICLE 7.00 - PAYMENT FOR SERVICES AND MAINTENANCE, REPAIR AND
                            ALTERATIONS BY THE TENANT

7.01  UTILITIES - In addition  to the  payment of Tenant's  Occupancy  Costs and
notwithstanding  Sections 6.01 and 6.02, the Tenant shall be responsible for the
cost of all utilities including electricity supplied to the Leased Premises. The
Tenant shall not, without the prior written approval of the Landlord,  which may
be arbitrarily withheld, install or cause to be installed in the Leased Premises
any  equipment  that will  require  additional  utility  usage in excess of that
normally  required for office  premises.  If with the  Landlord's  approval such
additional  equipment is installed,  the Tenant shall be solely  responsible for
such excess  utility  usage.  If utilities are supplied to the Tenant  through a
meter common to other  tenants in the Project  (there being no obligation on the
Landlord to install  separate  meters),  the Landlord  shall pay the cost of the
utilities  and will  apportion  the cost pro rata  among  the  tenants  supplied
through the common  meter,  based on all  relevant  factors  including,  but not
limited  to,  the  hours of use,  number  and  types of  lights  and  electrical
equipment and the proportion of each tenant's Rentable Area to the Rentable Area
of all tenants to which the common meter relates. Upon receipt of the Landlord's
statement of apportionment, the Tenant shall promptly reimburse the Landlord for
all amounts apportioned to the Tenant by the Landlord provided that the Landlord
may  elect by  notice  to the  Tenant  to  estimate  the  amount  which  will be
apportioned  to the Tenant and  require the Tenant to pay that amount in monthly
instalments in advance  simultaneously with the Tenant's payments of Basic Rent.
Notwithstanding  the foregoing,  and whether the Leased  Premises are separately
metered or not, the Landlord may purchase in bulk from the utility  supplier the
aggregate utility requirements of the Project at the applicable rates determined
by a single meter on the Project and may, in billing the Tenant for its share of
such utility, apply a scale of rates not greater than the current scale of rates
at which  the  Tenant  would  from time to time be  purchasing  the whole of its
utilities  required and consumed in respect of the Leased Premises if the Tenant
was  purchasing  directly from the utility  supplier.  The Tenant shall upon the
Landlord's  request  install a  separate  utility  meter or meters in the Leased
Premises at the Tenant's expense.

<PAGE>

In addition to the payments to the Landlord  required by this Article 7.00,  the
Tenant  shall pay all rates,  charges,  costs and expenses as may be assessed or
levied by any supplier of  utilities to the Tenant other than those  supplied by
the Landlord.

7.02 LIGHTS,  ETC. - In addition to the payment of Tenant's  Occupancy Costs and
notwithstanding  Sections  6.01 and 6.02,  the Tenant  shall pay to the Landlord
monthly in advance,  with its  payments of Basic Rent,  a  reasonable  amount as
determined  by the  Landlord  in respect of  replacement  of  Building  standard
fluorescent tubes, light bulbs and ballasts in the Leased Premises on a periodic
basis or as required  from time to time and the costs of  cleaning,  maintaining
and servicing of the electrical light fixtures in the Leased Premises.

7.03 HEATING,  VENTILATION AND AIR  CONDITIONING - In addition to the payment of
Tenant's Occupancy Costs and  notwithstanding  Section 6.01 and 6.02, the Tenant
shall  be  responsible  for  the  cost  of  all  heating,  ventilation  and  air
conditioning  required in the Leased  Premises or any part  thereof in excess of
that required to be provided by the Landlord  under Section  6.02(d).  If at any
time during the Term the Landlord shall  determine that the cost of the heating,
ventilation  and air  conditioning  required in the Leased  Premises or any part
thereof is in excess of that  normally  required in other parts of the  Building
which are used for normal  office  purposes,  the  Landlord  may  deliver to the
Tenant a  statement  in  writing  setting  out the cost of the  excess  and upon
receipt of the statement from time to time, the Tenant shall promptly  reimburse
the Landlord for the amount shown in the statement as attributable to the Leased
Premises.

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

         (a) comply with the  requirements  of the  Landlord's  insurers and any
         governmental or municipal authority having jurisdiction;

         (b) be made only after detailed plans and specifications  therefor have
         been  submitted to the Landlord and received the prior written  consent
         of the  Landlord,  and the  Tenant  acknowledges  that  the  Landlord's
         consent  does not mean that any  alterations  made by the Tenant to the
         Leased  Premises  pursuant  to  this  Section  7.04,  comply  with  any
         municipal  by-laws  or any other  applicable  laws,  by-laws,  codes or
         requirements; all costs incurred with respect to such approval to be at
         the expense of the Tenant. Any changes,  additions and/or  improvements
         affecting  the  Building's  electrical,  mechanical  and/or  structural
         components  shall only be  performed  by  contractors  selected  by the
         Landlord ("Landlord's  Contractors").  A list of Landlord's Contractors
         is available upon request;

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

         (d) be carried out in a good and workmanlike manner and only by Persons
         selected  by the Tenant and  approved  in writing by the  Landlord  who
         shall,  if required by the  Landlord,  deliver to the  Landlord  before
         commencement  of the work,  performance  and  payment  bonds as well as
         proof of workers' compensation and public liability and property damage
         insurance  coverage,  with the Landlord named as an additional insured,
         in amounts, with companies and in a form reasonably satisfactory to the
         Landlord,  which  shall  remain in effect  during the entire  period in
         which the work will be carried out; and

         (e) be made only after the Tenant has provided to the Landlord evidence
         of all  requisite  permits  and  licenses  and  any  other  information
         reasonably required by the Landlord.

7.05  TENANT'S  FIXTURES AND  PERSONAL  PROPERTY - The Tenant may install in the
Leased  Premises its usual  fixtures and personal  property in a proper  manner;
provided  that no  installation  or repair  shall  interfere  with or damage the
mechanical or electrical systems or the structure of the Building. If the Tenant
is not then in default  hereunder,  the fixtures and personal property installed
in the Leased  Premises  by the Tenant may be removed by the Tenant from time to
time in the  ordinary  course  of the  Tenant's  business  or in the  course  of
reconstruction,  renovation or alteration of the Leased  Premises by the Tenant,
subject to the  provisions  of Article 14 of this Lease,  and provided  that the
Tenant promptly repairs at its own expense any damage to the Leased Premises and
the Building  resulting from the  installation  and removal and provided further
that in the event of removal of fixtures the Tenant shall promptly  replace such
fixtures with fixtures of equal or greater quality and value.

<PAGE>

7.06 MAINTENANCE, REPAIR AND INSPECTION - Except to the extent that the Landlord
is specifically  responsible therefor under this Lease, the Tenant, at its cost,
shall  maintain  repair,   and  replace  the  Leased  Premises,   all  Leasehold
Improvements  and all  apparatus  therein  in good order and  condition,  and in
compliance  with  the  requirements  of  all  authorities  having   jurisdiction
including without limitation:

         (a) keeping the Leased Premises and the immediate surrounding area in a
         clean and tidy condition and free of debris and garbage;

         (b) repainting and  redecorating  the Leased  Premises and cleaning and
         maintaining  drapes and carpets at  reasonable  intervals as reasonably
         required by the Landlord;

         (c) making repairs and  replacements  as needed to the Leased  Premises
         including,  without limitation, to glass, plate glass, doors, hardware,
         partitions,  walls, fixtures,  lighting and plumbing fixtures,  wiring,
         piping, ceilings, floors and thresholds in the Leased Premises; and

         (d) keeping the Leased Premises in such condition as to comply with the
         requirements of any authority having jurisdiction.

The Landlord may from time to time enter upon the Leased Premises:

         (a) to inspect the Leased Premises and their condition; and

         (b) to inspect any work being done by the Tenant both during the course
         of such work and following completion thereof.

If the  Landlord or its agents shall  determine  that the work being done by the
Tenant is in breach of this Lease or fails to comply  with the  requirements  of
this Lease in any  respect,  the Tenant  shall  forthwith  remedy such breach or
failure to comply and shall desist from  continuing  the same. The Tenant shall,
at its own cost, make good any deficiency in such work and remedy any failure to
comply with the requirements of this Lease.

7.07 FAILURE TO MAINTAIN - If the Tenant fails to perform any  obligation  under
this  Article  7.00,  then on not less than five days notice to the Tenant,  the
Landlord  may enter the Leased  Premises  and  perform  the  obligation  without
liability  to the Tenant  for any loss or damage  thereby  incurred.  The Tenant
shall promptly after  receiving the Landlord's  invoice  therefor  reimburse the
Landlord for all costs  incurred by the Landlord in  performing  the  obligation
plus 20 percent of the cost for overhead and supervision.

7.08  LIENS - Tenant  shall  pay  promptly  when due all  costs for work done or
caused to be done or goods affixed by Tenant in the Leased  Premises which could
result in any lien or encumbrance  on Landlord's  interest in the Project or any
part thereof,  or the filing or registration of any security  interest or notice
thereof,  shall keep the title to the Project,  including every part thereof and
the  Leasehold  Improvements,  free and clear of any such lien,  encumbrance  or
security  interest  or notice  thereof  and shall  indemnify  and hold  harmless
Landlord  against  any Claims  arising  out of the  supply of goods,  materials,
services or labour for the work. Tenant shall immediately notify Landlord of any
lien, encumbrance,  claim of lien, security interest, or notice thereof or other
action of which it has, or reasonably  should have,  knowledge and which affects
the title to the Project or any part thereof and, except for those  contemplated
by Section 15.25,  shall cause the same to be removed within 5 business days (or
such  additional  time as Landlord  may consent to in  writing),  failing  which
Landlord may take such action as Landlord deems necessary to remove same and the
entire  cost  thereof  shall  immediately  become  due and  payable by Tenant to
Landlord. Tenant shall not affix or cause to be affixed to the Project any goods
acquired under conditional sale or with respect to which any lien encumbrance or
security  interest  exists.  Landlord may from time to time post such notices in
such places on the Leased Premises as Landlord considers advisable to prevent or
limit the creation of any liens upon the Project or any part thereof.

7.09 ROOF - The Tenant  shall not be  entitled  to install  upon the roof of the
Building any equipment except as consented to in writing by the Landlord,  which
consent may be arbitrarily  withheld,  but if given shall be subject to whatever
conditions  the  Landlord,  in  its  sole  discretion,  deems  necessary  in the
circumstances.

<PAGE>


                              ARTICLE 8.00 - TAXES

8.01 TAXES  PAYABLE BY LANDLORD - The Landlord  shall pay promptly  when due any
tax, rate, levy,  assessment,  fee and other charge (except for those payable by
the Tenant under Section 8.02) which is imposed,  levied, assessed or charged by
a taxing or other authority having  jurisdiction and which is payable in respect
of the Term or any part thereof upon or on account of the Project.

8.02 TAXES PAYABLE BY TENANT - The Tenant shall pay promptly when due every tax,
rate, levy, assessment,  fee and other charge which is imposed, levied, assessed
or charged to, upon or for the account of the Tenant, the Landlord or the Leased
Premises  or the  Project  or any  part  thereof  by a taxing  authority  having
jurisdiction and which is payable upon or on account of:

          (a)  operations  at,  occupancy of, or conduct of business in and from
          the Leased Premises;

          (b)  fixtures,  Leasehold  Improvements  or  personal  property in the
          Leased Premises;  and the Tenant shall on request furnish the Landlord
          with  receipts  for  payments of such taxes,  within five (5) business
          days of the Landlord's request provided that if the Landlord so elects
          by notice to the  Tenant,  the Tenant  shall add any  amounts  payable
          under this  Section  8.02 to the  instalments  of Rent  payable  under
          Section 4.01 in a manner  reasonably  determined by the Landlord,  and
          the Landlord shall remit the amounts to the appropriate authorities.

8.03 TAX INCREASES  ATTRIBUTABLE TO TENANT - If any Property taxes in respect of
the Leased  Premises or Project are greater than they otherwise  would have been
by reason of the constitution or ownership of the Tenant,  the use of the Leased
Premises by the Tenant.  the school  support of the Tenant,  or any other reason
peculiar  to the  Tenant,  the  portion  of such  Property  taxes  in each  year
attributable to such reason, as determined by the Landlord, shall be paid by the
Tenant to the  Landlord  at least  fifteen  (15) days  prior to the due date for
payment  thereof by the  Landlord,  and in addition to Property  Taxes and other
taxes otherwise payable by the Tenant under this Lease.

8.04  G.S.T.  - The Tenant  shall pay to the  Landlord  the amount of all G.S.T.
accruing due with respect to Rent at the time the Rent is due and payable to the
Landlord  under this Lease.  The Tenant's  obligation  to pay G.S.T.  under this
Section  shall not be limited or precluded by any  limitation  contained in this
Lease upon the Landlord's right to recover or receive payment from the Tenant of
taxes upon Landlord's income or profits or otherwise.

8.05 LANDLORD'S ELECTION - Notwithstanding that any tax, rate, levy, assessment,
fee or other charge (including without limitation,  any of the foregoing payable
by the Tenant under Section 8.02) may be separately imposed, levied, assessed or
charged by the  appropriate  authority for or in respect of the Leased  Premises
and other  portions of the Project,  the Landlord may elect that such tax, rate,
levy, assessment.  fee or other charge shall be added to Operating Costs and the
Landlord may in its absolute discretion allocate such amounts amongst tenants of
the  Building  and the amount  allocated  to the  Tenant  shall form part of the
Tenant's Occupancy Costs.

8.06 RIGHT TO CONTEST - Each of the Landlord and Tenant  (provided the Tenant is
legally  entitled  to do so) shall  have the right to  contest in good faith the
validity  or amount of any tax.  rate,  levy,  assessment,  fee or other  charge
which.  in the case of the Landlord,  the Landlord is  responsible  to pay under
this  Article  8.00  and  which,  in the  case  of the  Tenant,  the  Tenant  is
responsible  to pay under  Section  8.02.  The Landlord may defer payment of any
amount  payable by it pursuant  to this  Article  8.00 and the Tenant may.  upon
notice to the Landlord,  defer  payment of any amount  payable by it pursuant to
Section  8.02,  in each case to the extent  permitted by law;  provided  that no
contest by the Tenant  shall  involve the  possibility  of  forfeiture,  sale or
disturbance of the Landlord's  interest in the Leased Premises or the imposition
of  any  penalty  or  interest,   charge  or  lien  and  that,  upon  the  final
determination of any contest by the Tenant, the Tenant shall immediately pay and
satisfy  the amount  found to be due,  together  with any costs,  penalties  and
interest.  If as a result of any contest by the  Tenant,  any tax,  rate,  levy,
assessment,  fee or other charge is increased,  the Tenant shall be  responsible
for the full  amount of such  increase  in  respect  of the  period to which the
contest  relates and to any  subsequent  tax periods which  commence  during the
Term.

Tenant shall not contest any amounts  payable by it under Section 8.02 or appeal
any assessment therefor except as follows:

<PAGE>

         (a) Tenant will deliver to Landlord any notices of appeal or other like
         instrument and obtain  Landlord's  consent thereto,  which consent will
         not be unreasonably withheld, before filing the same;

         (b) Tenant will deliver whatever security Landlord reasonably requires;

         (c) Tenant will promptly and diligently prosecute the contest or appeal
         at its sole expense; and

         (d) Tenant will keep Landlord fully informed thereof.

                     ARTICLE 9.00 - INSURANCE AND LIABILITY

9.01 LANDLORD'S  INSURANCE - During the Term, the Landlord shall place insurance
coverage on and with respect to the Project,  which  coverage  shall include the
following, if available at reasonable cost in the opinion of the Landlord:

         (a) all  risks  insurance  for the  full  reconstruction  value  of the
         Project as determined by the Landlord;

         (b) as an extension to the insurance  maintained pursuant to Subsection
         9.01(a),  insurance on the rental  income  derived by the Landlord from
         the Project on a gross rental income form with a period of indemnity of
         not less than the period as estimated by the Landlord from time to time
         which would be required to rebuild and, if necessary,  to re-tenant the
         Project in the event of the complete destruction thereof:

         (c) comprehensive boiler and machinery  insurance,  including repair or
         replacement and rental income coverages, if applicable;

         (d) plate glass insurance (not including plate glass fronting or within
         the Leased Premises) if deemed appropriate by Landlord;

         (e) bodily injury and property damage liability insurance; and

         (f) such other insurance which is or may become customary or reasonable
         for owners of  projects  similar to the  Project to carry in respect of
         loss of, or damage to, the Project or liability arising therefrom.

The insurance referred to in this Section shall be carried in amounts determined
reasonably by the Landlord and shall be obtained from a company or companies and
be of a type and form  satisfactory  to the  Landlord.  The  insurance  shall be
written in the name of the Landlord with loss payable to the Landlord and to any
mortgagee  (including  any trustee  under a deed of trust and  mortgage)  of the
Project from time to time if required by the Landlord. The policies of insurance
referred to in  Subsections  9.01(a),  (b) and (c) shall contain a waiver of the
insurer's right of subrogation as against the Tenant if obtainable. The Landlord
hereby waives its right of recovery against the Tenant,  its employees and those
for whom the Tenant is in law responsible  with respect to occurrences  required
to be insured against by the Landlord hereunder.

Notwithstanding any contribution by the Tenant to insurance premiums as provided
for in this Lease,  no  insurable  interest is  conferred  upon the Tenant under
policies carried by the Landlord. Except as specifically provided in this Lease,
the Landlord shall in no way be  accountable to the Tenant  regarding the use of
the insurance  proceeds arising from any Claim.  Nothing contained in this Lease
shall require the Landlord to insure any of the Tenant's  equipment or stock, or
any other  property  owned or  brought  into the Leased  Premises  by the Tenant
whether affixed to the Building or not, or the Leasehold Improvements.

9.02  TENANT'S  INSURANCE  - At its own  expense  the Tenant  shall take out and
thereafter  maintain in force at all times during the Term insurance policies as
follows:

         (a) all risks  insurance  on  Leasehold  Improvements  and on all other
         property of every  description,  nature and kind owned by the Tenant or
         for which the Tenant is legally liable, which is installed,  located or
         situate  within  the  Leased  Premises  or  elsewhere  in the  Project,
         including without  limitation,  all inventory or stock-in-trade,  in an
         amount  not  less  than  the  full  replacement  cost  thereof  without
         deduction  for  depreciation:  such  insurance  shall be  subject  to a

<PAGE>

         replacement   cost  endorsement  and  shall  include  a  stated  amount
         co-insurance  clause and a breach of conditions  clause; any dispute as
         to the amount of  replacement  cost shall be settled by the Landlord or
         by a consultant appointed by the Landlord at Tenant's cost:

         (b)  comprehensive  or  commercial  general  bodily injury and property
         damage liability insurance in the minimum amount of $3,000.000 and in a
         form   satisfactory   to  the  Landlord  and  including  the  following
         extensions:  owners and contractors protective;  products and completed
         operations;  personal injury; occurrence basis property damage; blanket
         contractual; and non-owned automobile; such insurance shall include the
         Landlord and the Landlord's  agent as additional  named  insureds,  and
         shall  protect  the  Landlord  and the  Landlord's  agent in respect of
         claims by the Tenant as if the  Landlord  and the  Landlord  agent were
         separately  insured:  such insurance shall also include cross liability
         and  severability  of  interest  clauses;  and shall  provide  standard
         coverage with respect to Pollutants as is found in a standard liability
         insurance policy in effect as at the commencement of the Term;

         (c) comprehensive  boiler and machinery  insurance  including repair or
         replacement  endorsement in an amount  satisfactory to the Landlord and
         providing  coverage  with  respect to all objects  introduced  into the
         Leased Premises by or on behalf of the Tenant or otherwise constituting
         Leasehold Improvements;

         (d) plate glass  insurance on and external glass within or fronting the
         Leased  Premises;  the Tenant shall self- insure for all internal glass
         within the Leased Premises;

         (e) business interruption insurance providing all risks coverage with a
         period of  indemnity of not less than 12 months and subject to a stated
         amount co-insurance clause; and

         (f) any other form of  insurance in such amounts and against such risks
         as the Landlord may from time to time reasonably require.

The  insurance  policies  referred to in this  Section  shall be subject to such
higher limits as the Tenant, or the Landlord acting reasonably, or any mortgagee
of the  Landlord's  interest in the  Project  may require  from time to time and
against  such  additional  risks and in such  amounts as a prudent  tenant would
insure. The policies of insurance referred to in Sub-Sections 9.02(a), (c), (d),
(e), and (f) shall contain a waiver of the  insurer's  right of  subrogation  as
against  Landlord  if  obtainable.  Tenant  hereby  waives its right of recovery
against  Landlord,  its  employees  and  those  for  whom  Landlord  is  in  law
responsible with respect to occurrences required to be insured against by Tenant
hereunder.  Any deductibles in the Tenant's insurance policies shall be borne by
Tenant and shall not be recovered or attempted to be recovered from Landlord. In
addition,  all such policies shall be non-contributing with, and will apply only
as primary and not excess to, any insurance  proceeds available to the Landlord.
Any and all  deductibles  shall be subject to the prior written  approval of the
Landlord and shall be at the expense of the Tenant.

The Tenant shall provide to the Landlord at the  commencement of the Term and as
soon as  possible  prior to the  renewal of all  insurance  referred  to in this
Section 9.02. and promptly at any time upon request either, at the option of the
Landlord,  certified copies of insurance policies or a certificate of insurance,
in a form standard in the insurance industry, evidencing the insurance coverages
maintained by the Tenant in accordance  with this Section 9.02.  The delivery to
the Landlord of a certificate  of insurance or a certified  copy of an insurance
policy or any review thereof by or on behalf of the Landlord shall not limit the
obligation  of the Tenant to provide  and  maintain  insurance  pursuant to this
Section 9.02 or derogate from the Landlord's  rights if the Tenant shall fail to
fully insure, in accordance with this Lease.

All  policies of  insurance  placed  under this  Section  shall be placed with a
company or companies reasonably satisfactory to the Landlord. All policies shall
provide that the insurance shall not be cancelled or changed to the prejudice of
the Landlord  without at least 30 days prior written notice given by the insurer
to the Landlord.

9.03  PLACEMENT OF THE TENANT'S  INSURANCE BY THE LANDLORD - If the Tenant fails
to  place or  maintain  all or any of the  insurance  coverages  referred  to in
Section  9.02,  the Landlord  may, at its option,  place all or any part of such
insurance  in the name of or on behalf of the Tenant and the Tenant shall pay to
the  Landlord  upon  demand  all  costs  incurred  by the  Landlord  in so doing

<PAGE>

including,  without  limitation,  the  premium or  premiums  for such  insurance
together with Landlord's administrative fee of 15% of such premium.

9.04 DANGEROUS USE - The Tenant shall not do, omit or permit anything which will
increase  the cost of the  Landlord's  insurance  or render any  insurance on or
relating to the Project subject to cancellation; and the Tenant shall pay to the
Landlord upon demand the amount of any increase in the cost of insurance  caused
by anything so done,  omitted or  permitted.  the Tenant  shall  forthwith  upon
request comply with the requirements of Landlord's insurers,  cease any activity
complained  of and make good any  circumstance  which has caused any increase in
insurance premiums or the cancellation of any insurance policy.

9.05  LIMITATION  OF LANDLORD'S  LIABILITY - Landlord,  its agents and employees
shall not be liable  under any  circumstances  for (a) any  damage to the Leased
Premises  or any  property  located  therein,  or  being  delivered  thereto  or
therefrom,  caused by any latent defect or by steam,  water,  rain or snow which
may leak into,  issue or flow from, any part of the Project  including,  without
limitation,  the Leased  Premises or (b) any damage caused by or attributable to
the condition or arrangement of any electrical or other wiring or (c) any damage
caused by anything done or omitted to be done by any other tenant of the Project
or (d)  damage  caused by  interruption  or  failure  of any  utility  including
elevator or escalator  service or (e) any damage  resulting from the exercise of
the  Landlord's  control  over the Project or any part thereof or (f) any damage
however  caused  to  merchandise,   equipment  (including,  without  limitation,
computer software and the information  stored therein),  stock-in-trade,  books,
records,  files,  money,  securities,  negotiable  instruments,  papers or other
valuables.

9.06  INDEMNITY - the Tenant shall  indemnify and save harmless the Landlord and
its agents and employees from any and all Claims growing or arising out of:

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

         (b) any damage to property in or about the Leased Premises; and

         (c) any  injury or damage to any  Person or  Persons  (including  death
         resulting at any time therefrom) occurring in the Leased Premises or as
         a result of the business,  acts or omissions of the Tenant or any other
         Person  authorized  or  permitted  by the  Tenant to occupy  the Leased
         Premises  or any  part  thereof  or any  of its  respective  employees,
         agents, contractors or visitors;

         (d) any legal or  administrative  action commenced by, or claim made by
         or notice from, any third party,  including,  without  limitation,  any
         government  authority,  to or against the  Landlord  and pursuant to or
         under  Environmental Laws or concerning a release or alleged release of
         a Pollutant at the Leased Premises into the environment, and related to
         or as a result of the  operations  of the Tenant or those  acting under
         its authority or control at the Leased Premises. -
         see Rider Page 18--A

9.07     ENVIRONMENTAL ISSUES

         (1)  LANDLORD'S  REQUIREMENTS - The Tenant shall bring into or allow to
be present in the Leased  Premises or Project only those  Pollutants  set out in
Schedule  H hereto.  The Tenant  shall  notify  the  Landlord  in writing of any
proposed  changes to Schedule H and the Tenant must receive the Landlord's prior
written consent to any such changes, which consent may be arbitrarily withheld.

         (2) TENANTS  INSPECTION  OF GOODS - The Tenant shall  inspect all goods
delivered  to the Leased  Premises  and will ensure that no Pollutant is brought
into the Leased  Premises or the Project by or for the Tenant or by or for those
for whom the Tenant is in law responsible except in each case pursuant to and in
accordance  with  subsection  9.07  (1) or with  the  Landlord's  prior  written
consent.  The Tenant shall at its own cost cause any goods,  the nature of which
is not known to the Tenant with certainty, to be tested by a qualified Person to
determine  whether they are or contain any Pollutant  before accepting the same,
or  permitting  the same to be  accepted,  into the  Leased  Premises  or on the
Project.  If the  Tenant is found to be in breach  of the  requirements  of this
subsection  9.07(2),  the  Landlord  may, on behalf of the Tenant,  rectify such
breach and the Tenant shall promptly  reimburse the Landlord for the cost of any
test,  analysis  or  inspection  of goods in the Leased  Premises or the Project
which are,  or which the  Landlord  has reason to  suspect,  may be or contain a
Pollutant.

<PAGE>

         (3) GOVERNMENTAL  REQUIREMENTS - If any  governmental  authority having
jurisdiction  shall  require  the  clean-up  of any  Pollutant  held,  released,
abandoned or placed upon the Leased Premises or the Project or released into the
environment  by the Tenant or any Person  for whom it is in law  responsible  or
over whom the Tenant  may  reasonably  be  expected  to  exercise  authority  or
control,  or in the course of the use,  occupancy  or conduct of business in the
Leased  Premises,  then the  Tenant  shall,  at its own  expense,  carry out all
required work and shall provide to the Landlord full information with respect to
all such  work and  comply  with the  Landlord's  reasonable  requirements  with
respect  to  such  work.  The  Tenant  agrees  that if the  Landlord  reasonably
determines  that the Landlord,  its property,  its  reputation or the Project is
placed in any jeopardy by the  requirement  for any such work,  the Landlord may
itself  undertake  such work or any part  thereof at the cost and expense of the
Tenant.

         (4)  ENVIRONMENTAL  GUARANTEE - In addition to and without  restricting
any other obligations or covenants herein, the Tenant covenants that it will:

         (a)  comply  in all  material  respects  with  all  Environmental  Laws
         (including,  but  not  limited  to,  obtaining  any  required  permits,
         licences or similar authorizations)  relating to the Leased Premises or
         the  Project or the use of the Leased  Premises  or the  Project by the
         Tenant; and

         (b) promptly  notify the Landlord in writing of any charges laid by any
         governmental  authority alleging  violation of any Environmental  Laws,
         including but not limited to spills or releases of Pollutants, relating
         to the Leased  Premises  or Project  or the  operations  therein of the
         Tenant or any Person for whom it is in law responsible or over whom the
         Tenant may



<PAGE>

                                 RIDER PAGE 18-A


9.06A    Indemnity - The Landlord  shall  indemnify and save harmless the Tenant
         and its agents and employees from any and all Claims growing or arising
         out of:

         (a) any breach. violation or non-performance of any covenant, condition
         or agreement  in this Lease set forth and  contained on the part of the
         Landlord to be fulfilled, kept, observed and performed;

         (b) any  damage to  property  in or about the  Building  excluding  the
         Leased Premises and premises in the Building leased to other tenants;

         (c) any injury to any Person or Persons  (including  death resulting at
         any time  therefrom)  occurring  in the Building  excluding  the Leased
         Premises and premises in the Building  leased to other  tenants or as a
         result of the business,  acts or omissions of the Landlord or any other
         Person  authorized  or permitted by the Landlord to occupy the Building
         or any part thereof  excluding the Leased  Premises and premises in the
         Building leased to other tenants; and

         (c) any legal or  administrative  action commenced by, or claim made by
         or notice from, any third party,  including,  without  limitation,  any
         government authority, to or against the Tenant and pursuant to or under
         Environmental  Laws concerning a release of a Pollutant at the Building
         excluding  the Leased  Premises and premises in the Building  leased to
         other  tenants into the  environment,  and related to or as a result of
         the  operations  of the Landlord or those acting under its authority or
         control at the Building  excluding the Leased  Premises and premises in
         the Building leased to other tenants.

<PAGE>

         reasonably  be expected to exercise  authority  or control,  and of any
         notice by any governmental  authority alleging or concerning  violation
         of, or imposing  requirements  or asserting  responsibility  under,  or
         pursuant  to,  any  Environmental  Laws,  and of any order  made by any
         governmental  authority  against  the  Tenant.  The  Tenant  shall also
         promptly  notify the  Landlord in writing of any notice  received by it
         from any other third party concerning any release or alleged release of
         any Pollutants  from the Leased  Premises  and/or  Project.  The Tenant
         undertakes  to notify  the  appropriate  regulatory  authorities  if so
         required under any  Environmental Law within the time period set out in
         such law and  failure  by the Tenant to do so shall  authorize  but not
         obligate the Landlord to notify the regulatory authorities; and

         (c) permit the  Landlord to enter and inspect the Leased  Premises  and
         the  operations  conducted  therein;  conduct  tests and  environmental
         assessments  or appraisals;  remove  samples from the Leased  Premises;
         examine and make  abstracts from and copies of any documents or records
         relating to the Leased Premises;  and interview the Tenants  employees;
         all at such reasonable  times and intervals as the Landlord may desire;
         and

         (d) not cause or permit a release at or from the Leased Premises of any
         Pollutant except in compliance with  Environmental Laws and not seek or
         permit at any time  during  the Term of this  Lease to  dispose  of any
         Pollutant  in the Leased  Premises  and/or  Project  without  the prior
         written approval of the Landlord to do so; and

         (e) not  permit  any  Person to engage in any  activity  on the  Leased
         Premises that may  reasonably be  anticipated to lead to a violation of
         any  Environmental  Laws or the imposition or assertion of liability or
         responsibility  under any Environmental Laws on such Person, the Tenant
         or the  Landlord,  including  without  limitation,  the  issuance of an
         order; and

         (f) upon expiration or termination of the Lease or any renewal thereof,
         remove any  aboveground or underground  storage tanks,  pipes and other
         equipment  associated with the tanks,  installed at the Leased Premises
         by or on behalf of, or used by, the Tenant,  including  but not limited
         to removal of any product which is in or has escaped from any such tank
         or associated equipment,  but excluding any tanks, pipes and associated
         equipment  belonging to the Landlord unless removal of same is required
         by the Landlord; and

         (g) promptly provide to the Landlord a copy of any  environmental  site
         assessment or investigation of the Leased Premises  conducted by or for
         the  Tenant at any time  during  the Term of the  Lease or any  renewal
         thereof  and  the  Tenant  shall,  at  the  reasonable  request  of the
         Landlord, retain environmental consultants approved by the Landlord, to
         carry out an  environmental  site  assessment  of the  Leased  premises
         including  such   additional   investigations   as  the   environmental
         consultant  may recommend upon  completing a preliminary  assessment or
         Phase I  assessment,  all of which  shall be at the cost of the Tenant;
         and

         (h) maintain all  environmental  and  operating  documents and records,
         including but not limited to permits  relating to the operations at the
         Leased  Premises  of the  Tenant  or any  Person  for whom it is in law
         responsible  or over whom,  the Tenant may  reasonably  be  expected to
         exercise authority or control, which may be reviewed by the Landlord at
         any time during the Term on twenty-four (24) hours prior written notice
         (excepting  emergencies,  whether real or  perceived,  in which case no
         prior notice shall be required); and

         (i) if  requested by the  Landlord  provide the  Landlord  with written
         confirmation   of  any  prior  or   existing   spills  of   Pollutants,
         non-compliance issues, notices, violations, orders or charges caused by
         the  Tenant  or  alleged,  laid or  issued  against  the  Tenant by any
         governmental authority.

         (5) GENERAL REQUIREMENTS

         (a)  Pollutants - If,  subject to  Subsections  (1) and (2), the Tenant
         shall  bring or create  upon the  Project  or the Leased  Premises  any
         Pollutants or if the conduct of the Tenant's business shall cause there
         to be any  Pollutants  upon the  Project or the Leased  Premises  then,
         notwithstanding  any  statute  or  rule  of law to the  contrary,  such
         Pollutants  shall be and remain the sole and exclusive  property of the

<PAGE>

         Tenant   and  shall  not   become   the   property   of  the   Landlord
         notwithstanding the degree of affixation of the Pollutants or the goods
         containing  the  Pollutants to the Leased  Premises or the Project and,
         notwithstanding   the  expiry,   repudiation,   disclaimer  or  earlier
         termination  of this  Lease,  and at the  option of the  Landlord,  any
         substance  contaminated by such Pollutants shall become the property of
         the Tenant and the Tenant, or at the Landlord's  option,  the Landlord,
         shall  remove such  Pollutants  and, if directed by the  Landlord,  any
         substance  contaminated  by such  Pollutants  from the Project and make
         good any damage  done in so doing;  all at the cost and  expense of the
         Tenant and upon terms and conditions approved by the Landlord.

         (b)  Survival  of  Covenants  etc.  - The  obligations  of  the  Tenant
         hereunder relating to Pollutants shall survive any assignment,  expiry,
         repudiation,  disclaimer or earlier  termination of this Lease.  To the
         extent that the performance of those obligations  requires access to or
         entry upon the Leased  Premises or the Project or any part  thereof the
         Tenant shall have such entry and access after such expiry, repudiation,
         disclaimer  or  earlier  termination  only at such  times and upon such
         terms and conditions as the Landlord may  reasonably  from time to time
         specify.

         The Landlord  may, at the Tenant's  cost and expense,  itself or by its
         agents, servants, employees, contractors and subcontractors,  undertake
         the  performance  of any  necessary  work in  order  to  complete  such
         obligations of the Tenant; but having commenced such work, the Landlord
         shall have no obligation to the Tenant to complete such work.

         This Subsection 9.07(5)(b) supersedes any other provision of this Lease
         to the contrary.

                           ARTICLE 10.00 - DAMAGE AND DESTRUCTION

10.01  LIMITED  DAMAGE TO LEASED  PREMISES,  ACCESS OR  SERVICES - If during the
Term, the Leased Premises or any part thereof, or other portions of the Building
providing  access  or  Services  essential  to the  Leased  Premises,  shall  be
destroyed  or damaged by any hazard  against  which the Landlord is obligated to
insure or has insured  hereunder,  the  Landlord,  if permitted by law so to do,
shall  proceed  with  reasonable  diligence to rebuild and restore or repair the
Leased  Premises  or  comparable  premises  or such  access  routes,  or Service
systems,  as the case may be, in  conformance  with current laws but only to the
extent of insurance  proceeds  received.  The  covenants of the Tenant to repair
shall not  include any  repairs of damage  required  to be made by the  Landlord
under this  Section  10.01.  Rent  payable  by the Tenant  from the date of such
damage or destruction  to the date of  substantial  completion of the Landlord's
work as determined by the Landlord's  architect or engineer or  availability  of
access or Services, as the case may be, shall abate to the extent of all amounts
attributable  to the Tenant  which the  Landlord may receive from loss of rental
insurance.  If less than all of the Leased  Premises is  destroyed or damaged as
contemplated in this Section 10.01,  Rent payable by the Tenant shall abate from
the date of such damage or destruction to the date of substantial  completion of
the  Landlord's  work in the same  proportion as the Rentable Area of the Leased
Premises so damaged or  destroyed  is of the total  Rentable  Area of the Leased
Premises.

10.02 MAJOR DAMAGE TO LEASED PREMISES -  Notwithstanding  anything in this Lease
contained,  if in the opinion of the  Landlord's  architect  or  engineer  given
within 30 business  days of the happening of damage or  destruction,  the Leased
Premises  shall be damaged or destroyed by any hazard against which the Landlord
is obligated  to insure or has insured as provided  for  hereunder to the extent
that the Leased  Premises  shall be  incapable  of being  rebuilt or repaired or
restored with  reasonable  diligence  within six months after the  occurrence of
such damage or destruction, then the Landlord may, at its option, terminate this
Lease by notice in writing to the Tenant  given  within 15 days after the giving
of the opinion by the  Landlord's  architect or engineer.  If notice is given by
the Landlord under this Section 10.02,  then this Lease shall terminate from the
date of such damage or destruction  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
damage or destruction and the Landlord may thereafter re-enter and repossess the
Leased Premises.

10.03 DAMAGE TO BUILDING -  Notwithstanding  that the Leased Premises may not be
affected,  if in the opinion or  determination of the Landlord or the Landlord's
architect  or engineer,  as the case may be in each  instance  herein,  rendered
within 30 business days of the happening of damage or destruction,  the Building
shall  be  damaged  or  destroyed  to the  extent  that  any  one or more of the
following conditions exist:

<PAGE>

         (i) in the  reasonable  opinion of the Landlord  the  Building  must be
         totally or partially demolished,  whether or not to be reconstructed in
         whole or in part; or

         (ii)  in the  opinion  of the  Landlord's  architect  or  engineer  the
         Building  shall be incapable  of being  rebuilt or repaired or restored
         with  reasonable  diligence  within six months after the  occurrence of
         such damage or destruction; or

         (iii) any tenant of the  Building  which,  in the  Landlord's  absolute
         discretion,  is a major  tenant of the  Building  becomes  entitled  to
         terminate its lease as a result of such damage or destruction; or

         (iv) more than 35% of the  Rentable  Area of the Building is damaged or
         destroyed as determined by the Landlord's architect or engineer; or

         (v)  if any or all  of  the  heating,  ventilating,  air  conditioning,
         electrical,  mechanical or elevator systems in the Building are damaged
         or destroyed as determined by the Landlord's architect or engineer;

then the  Landlord  may at its sole  option  terminate  this  Lease by notice in
writing to the Tenant given within 15 days after the rendering of the opinion or
determination  by the  Landlord or the  Landlord's  architect or engineer as the
case may be. If notice is given by the Landlord under this Section  10.03,  then
this Lease shall  terminate  from the date of such  notice 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 notice and the  Landlord  may  thereafter  re-enter and
repossess  the  Leased  Premises.  If the  Building  is  damaged  to the  extent
described in this Section 10.03 and the Landlord does not terminate  this Lease,
the Landlord will rebuild or repair the Building to base building standards. but
the rebuilt or repaired  Building may be different in  configuration  and design
from that comprising the Project prior to the damage or destruction.

10.04  EXPROPRIATION  - If at any time  during the Term the whole or any part of
the Leased Premises shall be taken by any lawful power or authority by the right
of Expropriation,  the Landlord may, at its option, give notice to the Tenant of
termination  of this Lease  either in its entirety or only insofar as it affects
the part of the Leased  Premises taken by the lawful power or authority by right
of  Expropriation,  on the date when the Tenant or the  Landlord  is required to
yield  up  possession  thereof  to  the  Expropriating   authority.   Upon  such
termination,  or upon  termination  by operation of law, as the case may be, the
Tenant shall immediately surrender the Leased Premises or the part of the Leased
Premises taken by the Expropriating  authority,  as the case may be, and all its
interest  therein,  and the Rent shall abate and be  apportioned  to the date of
termination  and the Tenant shall  forthwith pay to the Landlord the apportioned
Rent and all other  amounts  which may be due to the  Landlord up to the date of
termination.  The Tenant  shall have no claim upon the Landlord for the value of
its  property or the  unexpired  Term,  but the  parties  shall each be entitled
separately  to  advance  their  claims  for  compensation  for the loss of their
respective interests in the Leased Premises so taken, and the parties shall each
be entitled to receive  and retain such  compensation  as may be awarded to each
respectively.  However,  to the extent that a part of the Project other than the
Leased  Premises is  Expropriated  the full proceeds paid or awarded will belong
solely to the  Landlord.  The Tenant will assign to the  Landlord any rights its
might have or acquire in  respect  of the  proceeds  or awards and will  execute
those documents that the Landlord reasonably requires in order to give effect to
this intention.

Where  used  in this  Section  10.04  "Expropriation"  means  expropriated  by a
governmental or municipal  authority,  or transferred,  conveyed or dedicated in
contemplation   of   a   threatened   expropriation   and   "Expropriated"   and
"Expropriating" have corresponding meanings.

10.05 NO  ABATEMENT - Except as  specifically  provided in this  Article  10.00,
there shall be no abatement of Rent and the Landlord  shall have no liability to
the Tenant by reason of any injury to, loss of or interference  with the Tenants
business or property arising directly or indirectly from fire or other casualty,
howsoever caused,  or from the making of any repairs  resulting  therefrom or to
any portion of the Building or the Leased Premises.

10.06 NOTIFY LANDLORD - The Tenant shall immediately  notify the Landlord or its
representative  in the Project of any  accidents or defect in the  Project,  the
Leased  Premises or any systems thereof and, as well, of any matter or condition
which may  cause  injury or damage  to the  Project  or any  person or  property
located therein.

<PAGE>

                             ARTICLE 11.00 - DEFAULT

11.01 INTEREST -The Tenant shall pay monthly to the Landlord  interest at a rate
per  annum  equal to the  lesser  of the  Prime  Rate plus five per cent and the
maximum  rate  permitted  by  applicable  law upon all Rent  required to be paid
hereunder from the due date for payment thereof until the same is fully paid and
satisfied.

11.02 COSTS OF ENFORCEMENT - The Tenant shall indemnify the Landlord against all
costs and charges (including legal fees on a solicitor and his own client basis)
reasonably incurred either during or after the Term in enforcing payment of Rent
hereunder and in obtaining  possession of the Leased  Premises  after default of
the  Tenant  or upon  expiration  or  earlier  termination  of this  Lease or in
enforcing any covenant, proviso or agreement of the Tenant herein contained. All
such costs and  charges  shall be paid by the Tenant to the  Landlord  forthwith
upon demand.

11.03  PERFORMANCE OF TENANT'S  OBLIGATIONS - All covenants and agreements to be
performed  by the Tenant under any of the terms of this Lease shall be performed
by the Tenant, at the Tenant's sole cost and expense,  and without any abatement
of Rent. If the Tenant fails to perform any act to be performed by it hereunder,
then,  in the event of an  emergency,  real or  apprehended,  or if the  failure
continues for ten days following notice thereof, the Landlord may (but shall not
be obligated  to) perform the act without  waiving or releasing  the Tenant from
any of its obligations relative thereto. All sums paid and costs incurred by the
Landlord in so  performing  the act,  plus twenty  percent (20%) of the cost for
overhead and supervision  together with interest  thereon at the rate set out in
Section  11.01  from the date  payment  was made or such  cost  incurred  by the
Landlord, shall be payable by the Tenant to the Landlord on demand.

11.04 EVENTS OF DEFAULT - If and whenever:

         (a) all or any part of the Rent  hereby  reserved  is not paid when due
         within 5 days after notice has been given to the Tenant; or

         (b) the Term or any goods,  merchandise,  stock in trade,  chattels  or
         equipment of the Tenant or any Indemnifier is or are seized or taken or
         exigible  in  execution  or  in  attachment  or  if  a  creditor  takes
         possession  thereof or if a writ of  execution  is issued  against  the
         Tenant or any Indemnifier; or

         (c) the Tenant or any  Indemnifier  or any Person  bound to perform the
         obligations of the Tenant  hereunder either as guarantor or indemnifier
         or as one of the  parties  constituting  the  Tenant,  takes  steps  in
         furtherance  of or suffers any order to be made for its  winding-up  or
         other  termination of its corporate  existence or becomes  insolvent or
         commits an act of bankruptcy  or becomes  bankrupt or takes the benefit
         of any statute that may be in force for  bankrupt or insolvent  debtors
         or becomes involved in voluntary or involuntary  winding-up proceedings
         or if a receiver or receiver/manager  shall be appointed for all or any
         part of the  business,  property,  affairs or revenues of the Tenant or
         such Indemnifier or Person; or

         (d) the  Tenant  makes a bulk sale of its goods or moves or  commences,
         attempts or threatens to move its goods, chattels and equipment, or any
         of them, out of the Leased Premises (other than in the normal course of
         its business) or ceases to conduct  business from the Leased  Premises;
         or

         (e) the  Tenant  fails to move into or take  possession  of the  Leased
         Premises or vacates or abandons the Leased Premises in whole or in part
         or fails to actively carry on business therein; or

         (f) the Tenant or any  indemnifier  fails to observe,  perform and keep
         each  and  every  covenant,  agreement,   provision,   stipulation  and
         condition  herein  contained to be observed,  performed and kept by the
         Tenant or Indemnifier  (other than payment of Rent) and persists in the
         failure after ten (10) days notice by the Landlord requiring the Tenant
         to remedy, correct, desist or comply (or if any breach would reasonably
         require more than ten (10) days to rectify, unless the Tenant commences
         rectification  within the 10 day notice period and thereafter promptly,
         effectively and  continuously  proceeds with the  rectification  of the
         breach); or

         (g) any  Transfer  (as  defined  in  Section  12.01)  occurs  except as
         permitted by and in accordance with Article 12.00; or

<PAGE>

         (h) any Pollutant is present in the Leased  Premises  without the prior
         written  consent of the Landlord or otherwise  than in compliance  with
         all terms and conditions  imposed by the Landlord in giving its consent
         thereto; or

         (i) a report or statement  required from the Tenant under this Lease is
         false or  misleading  except if it results  from an  innocent  clerical
         error as determined by the Landlord; or

         (j) any policy of insurance taken out by either Landlord or Tenant with
         respect  to the  Project  shall be  cancelled  by  reason of any act or
         omission of Tenant; or

         (k) Tenant fails to observe and perform the Rules and Regulations; or

         (l) the use of the Leased  Premises is not in accordance  with that set
         out in item no. 9 of the Term Sheet;

then the Landlord  shall be entitled to any or all of those  remedies set out in
Section  11.05.  Each of the foregoing  circumstances  constitutes  an "Event of
Default" for the purposes of this Lease.

11.05  REMEDIES  ON  DEFAULT - Upon the  happening  of an Event of  Default  the
Landlord  may, at its option,  and in addition to and without  prejudice  to all
rights  and  remedies  of the  Landlord  available  to it  either  by any  other
provision of this Lease or by statute or the general law:

         (a) be entitled to the full amount of the current  month's and the next
         ensuing three months instalments of Rent which shall immediately become
         due and payable and the Landlord may immediately distrain for the same,
         together with any arrears then unpaid;

         (b) without  notice or any form of legal process,  forthwith  re-let or
         sublet the Leased  Premises or any part or parts  thereof for  whatever
         term or terms  and at  whatever  rent and upon  whatever  other  terms,
         covenants  and  conditions  Landlord  considers  advisable   including,
         without  limitation,  the  payment or granting  of  inducements  all on
         behalf of Tenant;  and on each such  re-letting or subletting  the rent
         received  by  Landlord  therefrom  will be applied  first to  reimburse
         Landlord  for any such  inducements  and for any  expenses,  capital or
         otherwise, incurred by Landlord in making the Leased Premises ready for
         re-letting or subletting;  and secondly to the payment of any costs and
         expenses of re-letting or subletting including brokerage fees and legal
         fees on a solicitor and his own client basis;  and third to the payment
         of Rent; and the residue if any will be held by Landlord and applied to
         payment of Rent as it becomes due and payable.  If rent  received  from
         re-letting or subletting  during any month is less than Rent to be paid
         during that month hereunder,  Tenant will pay the deficiency which will
         be  calculated  and paid  monthly  on or before  the first day of every
         month;  and no  re-letting  or  subletting  of the Leased  Premises  by
         Landlord or entry by  Landlord  or its agents upon the Leased  Premises
         for the purpose of  re-letting  or  subletting or other act of Landlord
         relating thereto including, without limitation,  changing or permitting
         a sub-tenant to change  locks,  will be construed as an election on its
         part to terminate  this Lease unless a written notice of termination is
         given to Tenant;  and if Landlord elects to re-let or sublet the Leased
         Premises without terminating, it may afterwards elect to terminate this
         Lease at any time by reason of any Event of Default then existing;

         (c) seize and sell such goods,  chattels and equipment of the Tenant as
         are in the Leased  Premises and may apply the  proceeds  thereof to all
         Rent to which the Landlord is then entitled under this Lease.  Any such
         sale may be affected by public auction or otherwise, and either in bulk
         or by  individual  item,  or partly by one means and partly by another,
         all as the Landlord in its sole discretion may decide;

         (d) terminate this Lease by leaving upon the Leased  Premises notice in
         writing of the termination,  and termination shall be without prejudice
         to the  Landlord's  right to damages;  it being  agreed that the Tenant
         shall pay to the  Landlord  on demand as damages  the loss of income of
         the Landlord to be derived from this Lease and the Leased  Premises for
         the unexpired portion of the Term had it not been terminated;

         (e) re-enter  into and upon the Leased  Premises or any part thereof in
         the name of the whole and repossess and enjoy the same as of Landlord's
         former   estate,    anything   herein   contained   to   the   contrary
         notwithstanding;

<PAGE>

and the Tenant shall pay to the Landlord  forthwith  upon demand all expenses of
the Landlord in  re-entering,  terminating,  re-letting,  collecting sums due or
payable by the Tenant or realizing  upon assets  seized or otherwise  exercising
its rights and remedies under this Section including tenant inducements, leasing
commissions,  legal  fees (on a  solicitor  and his own  client  basis)  and all
disbursements  and the  expense of keeping  the Leased  Premises  in good order,
repairing the same and preparing them for re-letting.

In addition,  and without limiting the generality of the foregoing provisions of
this Section  11.05,  upon the happening of an Event of Default,  and whether or
not this Lease is terminated in accordance  with such  provisions,  the Landlord
shall have no  further  liability  to pay to the  Tenant or any third  party any
amount on account or in respect of a refund of any  security  deposits,  prepaid
rent or prepaid taxes or any tenant inducement, leasehold improvement allowance,
lease takeover or lease subsidy or any other concession or inducement  otherwise
provided to the Tenant  under or with respect to this Lease,  and any  Rent-free
period otherwise  provided to the Tenant hereunder shall be null and void and of
no further force or effect and Rent shall be payable in full  hereunder  without
regard to any such Rent-free period.

11.06  AVAILABILITY  OF REMEDIES - The  Landlord may from time to time resort to
any or all of the rights and remedies  available to it upon the occurrence of an
Event of  Default  either by any  provision  of this  Lease or by statute or the
general law, all of which rights and remedies are intended to be cumulative  and
not alternative,  and the express provisions  hereunder as to certain rights and
remedies are not to be interpreted  as excluding any other or additional  rights
or remedies available to the Landlord by statute or the general law.

11.07 WAIVER - If the Landlord  shall  overlook,  excuse,  condone or suffer any
default, breach or nonobservance by the Tenant of any obligation hereunder, this
shall not operate as a waiver of the  obligation in respect of any continuing or
subsequent default,  breach or nonobservance and no such waiver shall be implied
but shall only be effective if expressed in writing.

The  Landlord's  acceptance  of Rent  after a  default  is not a  waiver  of any
preceding  default under this Lease even if the Landlord  knows of the preceding
default at the time of acceptance of the Rent. No term, covenant or condition of
this Lease will be  considered to have been waived by the Landlord or the Tenant
unless the waiver is in writing. The Tenant waives any statutory or other rights
in respect of abatement, set-off or compensation in its favour that may exist or
come into existence hereafter with respect to Rent.

11.08 WAIVER OF EXEMPTION AND REDEMPTION - Notwithstanding anything contained in
any statute now or  hereafter in force  limiting the right of distress,  none of
the  Tenant's  goods or chattels  in the Leased  Premises at any time during the
Term  shall be  exempt  from  levy by  distress  for Rent in  arrears,  and this
agreement  of the Tenant in this  Section may be pleaded as an estoppel  against
the Tenant.

11.09 COMPANIES'  CREDITORS  ARRANGEMENT ACT - By virtue of its interest in this
Lease,  the  importance  of the Tenant  continuing  to carry on  business in the
Leased Premises in accordance with this Lease, and the Landlord's entitlement to
damages  where this Lease is  terminated  by reason of an Event of Default,  the
Landlord  does and will (despite any changes in  circumstances  of the Tenant or
its business) constitute a separate class or category of creditor in any plan of
arrangement or other proposal  submitted by or on behalf of the Tenant under the
Companies  Creditors  Arrangement  Act of Canada or any similar  legislation for
bankrupt or insolvent debtors.

11.10 REPUDIATION OF LEASE -  Notwithstanding  any statute or rule of law to the
contrary,  in the event of a  repudiation  of this Lease by the Tenant under the
Bankruptcy  and  Insolvency  Act (Canada) or any other present or future statute
for bankrupt or insolvent debtors, the Tenant covenants and agrees:

         (a) that the  Landlord  shall have no further  liability  to pay to the
         Tenant or any third  party any amount of  remaining  security  deposit,
         prepaid rent or prepaid taxes or any amount on account or in respect of
         any tenant inducement,  leasehold improvement allowance, lease takeover
         or lease  subsidy  or any  other  concession  or  inducement  otherwise
         provided to the Tenant  under or with  respect to this  Lease,  and any
         Rent-free  period  otherwise  provided to the Tenant hereunder shall be
         null and void and of no  further  force  or  effect  and Rent  shall be
         payable in full hereunder  without regard to any such Rent-free period;
         and

<PAGE>

         (b) to pay to the Landlord forthwith upon demand as damages the loss of
         income of the  Landlord  to be  derived  from this Lease and the Leased
         Premises for the unexpired  portion of the Term had this Lease not been
         repudiated,  together  with that  portion  of the  amount of any tenant
         inducement,  Leasehold improvement  allowance,  lease takeover or lease
         subsidy or any other concession or inducement otherwise provided to the
         Tenant  under  or with  respect  to this  Lease  equal  to the  product
         obtained by multiplying the original amount thereof by a fraction,  the
         numerator  of which is the number of months  remaining  in the  initial
         Term at the  time  this  Lease is  repudiated  rounded  upwards  to the
         nearest  whole  number  and the  denominator  of which is the number of
         months in the initial Term at the Commencement Date.

                     ARTICLE 12.OO - ASSIGNMENT, SUBLETTING
                               AND OTHER TRANSFERS

12.01 REQUEST FOR CONSENT - The Tenant shall not effect a Transfer of this Lease
or of all or part of the Leased Premises without the prior consent in writing of
the  Landlord,  which  consent  shall  not,  provided  no Event of  Default  has
occurred, be unreasonably withheld.  Provided that the Tenant shall, at the time
the Tenant shall  request the consent of the  Landlord,  deliver to the Landlord
such  information in writing (herein called the "required  information")  as the
Landlord may reasonably  require respecting the proposed  Transferee  including,
without   limitation,   the  name,  address,   nature  of  business,   financial
responsibility and standing of such proposed  Transferee.  Provided further that
after receiving such request,  the Landlord shall have the right, at its option,
to terminate this Lease if the request relates to all of the Leased Premises or,
if the request  relates to a portion of the Leased  Premises  only, to terminate
this Lease with respect to such portion,  by giving,  within ten (10) days after
receiving  the  required  information,  not less than  thirty (30) nor more than
sixty (60) days written  notice of  termination  to the Tenant.  In the event of
such  termination the Rent and other payments  required to be made by the Tenant
hereunder  shall be  adjusted  to the date of  termination  and in the case of a
partial termination, Rent shall abate in proportion that the area of the portion
of the Leased  Premises for which this Lease is terminated  bears to the area of
the Leased Premises and this Lease shall be deemed to be amended accordingly.

If the Landlord  elects to terminate  this Lease as to all or part of the Leased
Premises,  the Tenant may by written  notice (given within ten (10) days or such
longer  time as the  Landlord  may  consent to in writing  after  receipt of the
Landlord's notice of termination)  notify the Landlord of the Tenant's intention
to  refrain  from the  Transfer  which  gave  rise to the  Landlord's  notice of
termination or of the Tenant's  intention to accept such notice of  termination.
If the Tenant gives such written notice to the Landlord  within such time period
that it intends to refrain from such Transfer,  then the Landlord's  election to
terminate  this Lease in whole or in part shall become null and void.  Otherwise
the  Landlord's  termination  shall take  effect on the date  stipulated  by the
Landlord in its notice of termination.

In this Article "Transfer" means, (i) an assignment, sale, conveyance, sublease,
disposition,  or licensing of this Lease or the leased Premises,  or any part of
them, or any interest in this Lease (whether or not by operation of law) or in a
partnership that is a Tenant under this Lease, (ii) a mortgage, charge, lien, or
debenture  (floating or  otherwise)  or other  encumbrance  of this Lease or the
Leased  Premises  or any part of them or of any  interest  in this Lease or of a
Partnership or Partnership interest where the Partnership is a Tenant under this
Lease,  (iii) a parting  with or  sharing  of  possession  of all or part of the
Leased  Premises,  and (iv) a transfer  or issue by sale,  assignment,  bequest,
inheritance,  operation of law or other disposition, or by subscription,  of all
or part of the  corporate  shares of the  Tenant or an  affiliate  of the Tenant
which  results  in a change  in the  effective  voting  control  of the  Tenant.
"Transferor" and "Transferee"  have meanings  corresponding to the definition of
"Transfer" set out above (it being  understood that for a Transfer  described in
item (iv) of this  paragraph  the  Transferor  is the Person that has  effective
voting  control  before the Transfer and the  Transferee  is the Person that has
effective voting control after the Transfer).

12.02 BASIS FOR CONSENT -  Notwithstanding  anything in the  Landlord and Tenant
Act or any other  statute or law and without  limiting  the grounds upon which a
consent may be refused,  the Landlord will not be deemed to be  unreasonable  in
refusing consent when:

         (1) the giving of such  consent  would place the  Landlord in breach of
         any other  tenants  lease in the  Project  or the  proposed  use by the
         Transferee is not substantially the same as that of the Tenant;

<PAGE>

         (2)  such  consent  is  requested  for a  mortgage,  charge,  debenture
         (secured by floating  charge or otherwise) or other  encumbrance of, or
         in respect of, this Lease or the Leased Premises or any part of them;

         (3) the Transferee, in the opinion of the Landlord, (i) does not have a
         history  of  successful  business  operation  in  the  business  to  be
         conducted  in the  Leased  Premises.  (ii) does not have a good  credit
         rating or a  substantial  net  worth,  or (iii)  there is a history  of
         default  under  other  leases  by the  Transferee  or by  companies  or
         partnerships  that the Transferee  was a principal  shareholder of or a
         partner in at the time of the defaults;

         (4) the Transferee is an existing tenant in the Project or in any other
         project of the  Landlord;  or has been within three (3) months prior to
         the proposed assignment or sublease taking effect;

         (5) in the case of a Transfer  to a  subtenant  of less than the entire
         Leased  Premises,  if such would result in a configuration  which would
         require access to be provided through space leased or held for lease to
         another  tenant  or  improvements  to be  made  outside  of the  Leased
         Premises;

         (6) the required information received from the Tenant or the Transferee
         is not  sufficient in the  Landlords  opinion to enable the Landlord to
         make a determination concerning the matters set out above: or

         (7) the use of the Leased Premises by the proposed  Transferee,  in the
         Landlords  opinion arrived at in good faith,  could result in excessive
         use of the systems or services in the Project, be inconsistent with the
         image and  standards  of the  Project  or expose the  occupants  of the
         Project  to risk of harm,  damage or  interference  with  their use and
         enjoyment thereof, or reduce the value of the Project.

The Landlord will not be liable for any claims, actions,  damages,  liabilities,
losses or expenses of the Tenant or any proposed  Transferee  arising out of the
Landlord  unreasonably  withholding its consent to any Transfer and the Tenant's
only  recourse  will be to  bring  an  application  for a  declaration  that the
Landlord must grant its consent to the Transfer.

In no event shall any Transfer to which the Landlord may have consented  release
or relieve the Tenant or any Indemnifier  from its obligations  fully to perform
all the terms,  covenants and conditions of this Lease, the Indemnity  Agreement
or any  renewals  or  extensions  of this  Lease or the Term,  on its part to be
performed and in any event the Tenant shall be liable for the  Landlord's  costs
incurred  in  connection  with the  Tenant's  request  for consent as set out in
subsection 12.03(f).

12.03  TERMS AND  CONDITIONS  RELATING  TO  CONSENTS - The  following  terms and
conditions apply in respect of a consent given by the Landlord to a Transfer:

         (a) the consent by the Landlord is not a waiver of the  requirement for
         consent to  subsequent  Transfers,  and no Transfer  shall  relieve the
         Tenant of its  obligations  under this Lease,  unless  specifically  so
         provided in writing;

         (b) no  acceptance  by the  Landlord  of Rent or  other  payments  by a
         Transferee  is, (i) a waiver of the  requirement  for the  Landlord  to
         consent to the  Transfer,  (ii) the  acceptance  of the  Transferee  as
         tenant,  or (iii) a  release  of the  Tenant  or  Indemnifier  from its
         obligations under this Lease or any Indemnity Agreement;

         (c) the Landlord may apply amounts collected from the Transferee to any
         unpaid Rent;

         (d) the  Transferor,  unless  the  Transferee  is a  sub-tenant  of the
         Tenant,   will  retain  no  rights  under  this  Lease  in  respect  of
         obligations to be performed by the Landlord or in respect of the use or
         occupation of the Leased  Premises after the Transfer and will execute,
         if requested by the Landlord,  an Indemnity Agreement on the Landlord's
         standard  form in  respect of  obligations  to be  performed  after the
         Transfer by the Transferee;

         (e) the Transferee  shall,  when required by the Landlord,  jointly and
         severally  with the Tenant,  enter into an agreement  directly with the
         Landlord  agreeing to be bound by this Lease as if the  Transferee  had

<PAGE>

         originally  executed this Lease as the Tenant,  and the Tenant will not
         be  released  nor  relieved  from  its  obligations  under  this  Lease
         including, without limitation, the obligation to pay Rent; and

         (f) any documents relating to a Transfer or the Landlord's consent will
         be  prepared  by  the  Landlord  or  its  solicitors  and a  reasonable
         administration  charge  of at  least  Two  Hundred  and  Fifty  Dollars
         ($250.00) and the greater of (i) a reasonable document  preparation fee
         of at least Four  Hundred  and Fifty  Dollars  ($450.00)  or (ii) those
         legal fees (on a solicitor  and his own client  basis)  incurred by the
         Landlord will be paid to the Landlord by the Tenant on demand.

12.04 SUBSEQUENT  TRANSFERS - The Landlord's  consent to a Transfer shall not be
deemed to be consent to any subsequent Transfer, whether or not so stated.

12.05 PROFIT  RENTS UPON  TRANSFERS - In the event of any Transfer by the Tenant
by virtue  of which the  Tenant  receives  a rent in the form of cash,  goods or
services from the Transferee which is greater than the Rent payable hereunder to
the Landlord, the Tenant will pay any such excess to the Landlord in addition to
all Rent  payable  under this Lease,  and such excess rent shall be deemed to be
further Rent payable hereunder.

12.06  ADVERTISING - Tenant will not  advertise the Leased  Premises or any part
thereof as being  available  for  leasing or this Lease as being  available  for
transfer  in any  medium  and will not cause or permit  any such  advertisement,
unless the Landlord has permitted the Tenant to do so in writing.

12.07 GRANT OF SECURITY  INTEREST BY ASSIGNEE OR SUB-TENANT- If requested by the
Landlord,  the Tenant will cause any Transferee and any new  Indemnifier of this
Lease to grant a  mortgage,  charge and  security  interest  to Landlord in form
corresponding to the Security Interest granted in Section 15.25 by delivery of a
written security agreement in form and substance  satisfactory to Landlord prior
to the effective date of the Transfer.

Tenant  will pay all  costs  associated  with the  granting  and  perfection  of
mortgages,  charges and security  interests  granted pursuant to this Lease upon
any Transfer.

                      ARTICLE 13.00 - TRANSFERS BY LANDLORD

13.01 SALE,  CONVEYANCE AND ASSIGNMENT- Nothing in this Lease shall restrict the
right of the Landlord to sell, convey, assign, pledge or otherwise deal with the
Project, subject (except as provided in Section 13.03) only to the rights of the
Tenant under this Lease.

13.02 EFFECT OF TRANSFER - A sale,  conveyance  or  assignment of the Project by
the Landlord shall operate to release the Landlord from liability from and after
the  effective  date  thereof  in  respect  of all of the  covenants,  terms and
conditions of this Lease,  express or implied,  except as they may relate to the
period prior to the effective date, and the Tenant shall  thereafter look solely
to the Landlord's successor in interest.

13.03  SUBORDINATION  - Subject  to  Section  13.04,  this Lease is and shall be
subject and  subordinate  in all  respects to any and all  mortgages  (including
deeds of trust and mortgage) now or hereafter placed on the Building or Land and
all  advances  thereunder,  past,  present  and  future  and  to  all  renewals,
modifications,  consolidations,  replacements and extensions thereof. The Tenant
agrees to  execute  promptly  and in any event  within  ten days  after  request
therefor an instrument of subordination as may be requested.

13.04  ATTORNMENT  - The Tenant  agrees,  whenever  requested  by any  mortgagee
(herein  called  the  "Purchaser")  taking  title to the  Project  by  reason of
foreclosure  or other  proceedings  for  enforcement  of any mortgage or deed of
trust, or by delivery of a deed in lieu of such foreclosure or other proceeding,
to attorn to such  Purchaser  as a tenant  under all of the terms of this Lease.
The Tenant  agrees to execute  promptly and in any event within ten days after a
request by any Purchaser an instrument of attornment as may be required of it.

13.05 EFFECT OF ATTORNMENT - Upon  attornment  pursuant to Section  13.04,  this
Lease  shall  continue  in full force and effect as a direct  lease  between the
Purchaser and the Tenant,  upon all of the same terms,  conditions and covenants
as are set forth in this Lease except that, after attornment,  the Purchaser and
its successors in title shall not be:

<PAGE>

         (a) liable for any act or omission of the Landlord; or

         (b)  subject to any  offsets or  defenses  which the Tenant  might have
         against the Landlord; or

         (c) bound by any  prepayment  by the  Tenant  of more  than one  months
         instalment  of Rent unless the  prepayment  shall have been approved in
         writing by the Purchaser or by any predecessor of the Purchasers former
         interest as mortgagee in the Project.

13.06  REPURCHASE - The Tenant  acknowledges and agrees that should the Landlord
sell, convey, assign, pledge or otherwise deal with the Project, or any interest
therein,  or intend to deal with the Project,  or any interest  therein,  in any
manner  described  herein then the Landlord may, at its option,  if the Landlord
has provided the Tenant with Basic Rent free periods,  Rent free periods  and/or
other inducements  during the Term and/or any renewal of the Term of this Lease,
reimburse the Tenant for the then present value of any then unexpired Basic Rent
free  periods or Rent free  periods  and/or  other  inducements  provided to the
Tenant under this Lease, in an amount equal to the discounted cash value thereby
determined  by  applying  the  then  current  yield of ten  (10)  year  Canadian
Government  Bonds  plus  four  (4%) per cent  (hereinafter  referred  to in this
Section 13.06 Rent free periods and/or other  inducements  and the Tenant agrees
that any such periods/inducements for which it has received such Discounted Cash
Value from the Landlord will no longer exist or be payable or be of any force or
effect from and after the date on which such  Discounted  Cash Value is received
by the Tenant from the  Landlord.  The Tenant  agrees to  forthwith  execute any
agreement  prepared by the Landlord,  the purpose of which agreement is to amend
this Lease by deleting  such Basic Rent free periods,  Rent free periods  and/or
other  inducements  from the  Lease  for  which  the  Tenant  has  received  the
Discounted Cash Value from the Landlord.

                            ARTICLE 14.00 - SURRENDER

14.01 POSSESSION AND RESTORATION See Schedule E

         (a) Upon surrender, all right, title, and interest of the Tenant in the
         Leased  Premises and all Leasehold  Improvements  located therein shall
         cease.

14.02 TENANT'S  TRADE  FIXTURES AND PERSONAL  PROPERTY - After the expiration or
other  termination of the Term or in the event of the  abandonment of the Leased
Premises by the Tenant, all of the Leasehold  Improvements,  trade fixtures, and
personal property remaining in the Leased Premises shall be deemed  conclusively
to have been abandoned by the Tenant and may be appropriated, sold, destroyed or
otherwise disposed of by the Landlord without notice or obligation to compensate
the Tenant or to account therefor, and the Tenant shall pay to the Landlord upon
written  demand  all  of  the  costs  incurred  by the  Landlord  in  connection
therewith.

14.03  OVERHOLDING  - If the Tenant  remains in the Leased  Premises or any part
thereof after the expiration of other termination the Term:

<PAGE>

         (a) without the consent of the  Landlord,  no yearly or other  periodic
         tenancy shall be created but the Tenant shall be bound by the terms and
         provisions  of this Lease  except any  options  thereby  granted to the
         Tenant and except the Basic Rent shall be twice the amount provided for
         herein  plus  the sum of $200  daily  and  subject  to such  additional
         obligation's and conditions as the Landlord may impose by notice to the
         Tenant; or

         (b) with the  consent  of the  Landlord  and  agreement  as to the Rent
         payable,  in which case the tenancy shall be month-to-month at the Rent
         agreed  and  otherwise  on the terms and  conditions  of this Lease but
         without any option to renew.

The Landlord may recover  possession  of the Leased  Premises  during any period
with respect to which the Tenant has prepaid the amount payable under Subsection
14.03(a).

The Tenant shall  promptly  indemnify  and hold  harmless the Landlord  from and
against all Claims  against the Landlord as a result of the Tenant  remaining in
possession  of all or any part of the  Leased  Premises  after the expiry of the
Term  (including,  without  limitation,  any  compensation  to any new tenant or
tenants  which the  Landlord  may  elect to pay  whether  to offset  the cost of
overtime work or otherwise).

                             ARTICLE 15.00- GENERAL

15.01  ESTOPPEL  CERTIFICATES  - The  Tenant  shall  whenever  requested  by the
Landlord, a prospective  purchaser or any mortgagee (including any trustee under
a deed of trust and mortgage)  promptly,  and in any event within ten days after
request  execute and deliver to the Landlord or to any party  designated  by the
Landlord a certificate in writing as to the then status of this Lease, including
as to  whether  it is in full  force and  effect,  is  modified  or  unmodified,
confirming  the Rent payable  hereunder  and each  element  thereof and the then
state of the  accounts  between the Landlord  and the Tenant,  the  existence or
non-existence  of defaults,  and any other  matters  pertaining to this Lease in
respect of which the  Landlord  shall  request a  certificate,  and provide such
other  information  as may  reasonably  be  required,  including  a copy  of the
Tenant's most recent audited financial statements.  The party or parties to whom
such certificates are addressed may rely upon them.

15.02  ENTIRE  AGREEMENT  -  There  is  no  promise,  warranty,  representation,
undertaking,  covenant or  understanding  by or binding upon the Landlord except
such as are expressly set forth in this Lease, and this Lease including the Term
Sheet and Schedules  hereto  contains the entire  agreement  between the parties
hereto.

15.03 NO  REGISTRATION  OF LEASES OR NOTICES - The Tenant  will not  register or
apply to register  this Lease or any notice of this Lease or any interest  under
this Lease and waives any statutory  obligation upon the Landlord to execute and
deliver  this  Lease in  registrable  form.  The Tenant  will,  at its own cost,
promptly  on  request  discharge  any  registration  or filing  or  notice  that
contravenes this Section.  However, the Landlord may elect to require this Lease
or notice of this Lease be registered.

15.04 PROJECT NAME, TRADEMARKS,  ETC.- The Tenant shall not refer to the Project
or  Building  by any name  other than that  designated  from time to time by the
Landlord  and the Tenant  shall use the name of the  Building  for the  business
address of the Tenant but for no other  purpose.  Compliance  with this  Section
shall be at the sole cost and expense of the Tenant and the Tenant shall have no
claim  against the  Landlord  for any costs or expenses  incurred by the Tenant,
whether direct or indirect, in complying with this Section.

15.05 DEMOLITION/SUBSTANTIAL RENOVATION - Notwithstanding any other provision of
this Lease, the Landlord may terminate this Lease at any time upon giving to the
Tenant  not  less  than  12  months  notice  of  such  termination  if it is the
Landlord's  intention to demolish,  redevelop or  substantially  renovate all or
part of the Building.

15.06  RELOCATION - The Landlord shall have the right, at any time and from time
to time before and during the Term and any renewal of this Lease,  to change the
location of the Leased  Premises  from the  location  described in this Lease to
another location of approximately  similar size,  anywhere else in the Building.
Provided  that the  Landlord  shall  give the Tenant  reasonable  notice of such
relocation and the Landlord shall reimburse the Tenant for all reasonable  costs
directly related to such  relocation,  but not including any indirect costs such
as lost profits during the relocation period or damages for inconvenience.

<PAGE>

15.07 "FOR LEASE"  SIGNS - The  Landlord  shall have the right during the last 6
months of the Term to place  upon the  Leased  Premises  a notice of  reasonable
dimensions stating that the Leased Premises are "for lease" and the Tenant shall
not obscure or remove such notice or permit the same to be obscured or removed.

15.08  UNAVOIDABLE  DELAYS - If the Landlord or the Tenant (the "delayed party")
shall be delayed, hindered or prevented in or from the performance of any of its
covenants  under this Lease by any cause not within the  control of the  delayed
party  as  determined  by the  Landlord  acting  reasonably  (excluding  lack of
finances of the delayed party), the performance of the covenant shall be excused
for the period during which performance is rendered  impossible and the time for
performance thereof shall be extended accordingly, but this shall not excuse the
Tenant  from  the  prompt  payment  of  Rent  or  performing  any of  its  other
obligations under this Lease.

15.09 LIMITATION OF RECOURSE - The Tenant acknowledges that, notwithstanding any
other provision  contained in this Lease,  the obligations of and rights against
the Landlord under this Lease shall be performed, satisfied and paid only out of
and enforced  against,  and recourse  hereunder shall be had only after judgment
and only  against,  the right,  title and interest of the Landlord  from time to
time in, and the Landlord's revenue derived from, the Project.  No obligation of
the Landlord  hereunder or in respect  hereof is personally  binding  upon,  nor
shall any resort or  recourse  be had,  judgment  issued or  execution  or other
process  levied  against,  the  Landlord  (except  to the extent  necessary  for
enforcement under the first sentence of this Section and only for that purpose),
or against any other assets or revenues of the Landlord. The only remedy against
the Landlord shall be an action for damages, except that if the Tenant is of the
opinion  that any consent  requested  pursuant to Article  12.00 hereof has been
wrongfully withheld its remedies are as set out in Section 12.02.

15.10  NOTICE - Any notice  required or  contemplated  by any  provision of this
Lease shall be given in writing and shall be sufficiently  given if delivered or
if sent by  telecopy or similar  form of  immediate  transmission  and if to the
Landlord,  so given to an executive  officer of the  Landlord at the  Landlord's
head office as specified in paragraph 1 of the Term Sheet and to the address set
out in  paragraph  1 of the Term  Sheet  and if to the  Tenant,  so given to the
Tenant  personally  (or to a partner or officer of the Tenant if the Tenant is a
firm or corporation)  at the address  specified in paragraph 2 of the Term Sheet
or left at the Leased  Premises  (whether or not the Tenant has  departed  from,
vacated or abandoned the same). Any notice shall be deemed to have been received
on the business day following  the date of delivery or sending.  The Landlord or
the Tenant  may from time to time by notice in  writing  to the other  designate
another address or addresses in Canada as the address to which notices are to be
sent.

15.11  DELEGATION OF AUTHORITY - Subject to Section 15.13. the managing agent of
the  Landlord  may act on behalf of the  Landlord  in any  manner  provided  for
herein.

15.12 RELATIONSHIP OF PARTIES - Nothing contained in this Lease shall create any
relationship between the parties hereto other than that of Landlord and Tenant.

15.13  GOVERNING  LAW - This Lease shall be construed and enforced in accordance
with,  and the  rights of the  parties  shall be  governed  by,  the laws of the
province in which the Project is situate.

15.14  AMENDMENT OR  MODIFICATION - No amendment,  modification or supplement to
this Lease shall be valid or binding  unless set out in writing and  executed by
the Landlord  and the Tenant with the same degree of formality as the  execution
of this Lease.

15.15 LEGAL AND  ADMINISTRATION  COSTS - The Tenant shall indemnify the Landlord
against  all  legal  fees  (on  a  solicitor  and  his  own  client  basis)  and
disbursements incurred by the Landlord or by its manager or agents in connection
with the negotiation,  preparation and execution of this Lease, and any renewal,
amendment,  assignment, approval or consent in connection therewith, or Event of
Default   arising  from  this  Lease,   including  the   Landlord's   reasonable
administration  charges.  All such costs and charges shall be paid by the Tenant
to the Landlord forthwith upon demand.

15.16  CONSTRUCTION - All of the provisions of this Lease are to be construed as
covenants  and  agreements.  If any  provision  of  this  Lease  is  illegal  or
unenforceable,  it shall be considered separate and severable from the remaining
provisions  of this Lease which  shall  remain in force and be binding as though
the provision had never been included.

<PAGE>

15.17 CAPTIONS AND HEADINGS - The captions and headings  contained in this Lease
are for convenience of reference only and are not intended to limit,  enlarge or
otherwise affect the  interpretation of the Articles,  Sections or parts thereof
to which they apply.

15.18  INTERPRETATIONS  - Wherever  necessary or appropriate in this Lease,  the
plural shall be  interpreted  as singular,  the masculine  gender as feminine or
neuter  and vice  versa;  and when  there are two or more  parties  bound by the
Tenant's  covenants  herein  contained,  their  obligations  shall be joint  and
several.

15.19 TIME OF THE ESSENCE - Time shall be of the essence hereof.

15.20 SUCCESSORS AND ASSIGNS - Subject to specific provisions  contained in this
Lease to the  contrary,  this Lease shall enure to the benefit of and be binding
upon the  successors  and assigns of the Landlord and the heirs,  executors  and
administrators and the permitted successors and assigns of the Tenant.

15.21  COUNTERPARTS  - This  Lease  may be  executed  in  counterparts  and  the
counterparts together shall constitute an original.

15.22 FURTHER  SCHEDULES - Any  additional  covenants  agreements and conditions
forming part of this Lease will be attached as Schedule E. If an  Indemnifier is
a party hereto the form of Indemnity Agreement to be executed by the Indemnifier
and the Landlord as a separate agreement will be attached as Schedule F.

15.23  RECOMMENDATION FOR OBTAINING LEGAL ADVICE - The Tenant  acknowledges that
the Landlord hereby advises the Tenant to obtain advice from  independent  legal
counsel prior to signing this Lease.  The Tenant further  acknowledges  that any
information provided by the Landlord is not to be construed as legal, tax or any
other  expert  advice  and the  Tenant  is  cautioned  not to  rely on any  such
information without seeking legal, tax or other expert advice.

15.24 NO OFFER - The  Landlord  will not be  deemed to have made an offer to the
Tenant by furnishing an unexecuted copy of this Lease with particulars inserted.
Notwithstanding  that a Security  Deposit or payment of advance Rent is received
by the Landlord  when this Lease is received by the Landlord for  execution,  no
contractual  or other right will exist  between the Landlord and the Tenant with
respect  to  the  Leased  Premises  until  the  Landlord,  the  Tenant  and  the
Indemnifier,  if any, have  executed and  delivered  this Lease and any required
Indemnity Agreement.

<PAGE>

15.26  SURVIVAL OF COVENANTS AND  INDEMNITIES - All  obligations of Tenant which
arise during the Term  pursuant to this Lease and which have not been  satisfied
at the end of the Term and all  indemnities  of Tenant  contained  in this Lease
shall survive the expiration or other termination of this Lease.

15.27  CONSULTANTS  - Any  reference  in this  Lease to  Landlord's  accountant.
auditor, architect, surveyor or other consultant shall be deemed to be such duly
qualified  consultant  appointed by Landlord in its absolute  discretion for the
purposes  of this  Lease  or of any  provision  hereof;  and  they  will  act in
accordance   with  this  Lease  and  the   principles  and  standards  of  their
professions.  In determining any cost  allocation  Landlord may rely on, and the
parties shall be bound by, Landlord's consultants.

15.28  EXCULPATORY  PROVISIONS - In all  provisions  of this Lease  containing a
release,  indemnity  or  other  exculpatory  language  in  favour  of  Landlord,
reference  to Landlord  includes  reference  also to  Landlord's  agents and the
directors, officers and employees of Landlord and its agents while acting in the
ordinary course of their employment.

15.29 BROKERAGE  COMMISSIONS - Tenant  covenants that no act of Tenant has given
rise or  shall  give  rise to any  Claims  against  Landlord  for any  brokerage
commission,  finder's fee or similar fee in respect of this Lease. Tenant hereby
indemnifies  and  agrees to hold  Landlord  harmless  from any  Claims  for such
commission  or fees with  respect to this Lease  except any which were  directly
contracted for fly Landlord.

15.30 COVENANTS TO BE PERFORMED AT LANDLORD'S  OPTION - Where any clause in this
Lease gives the Landlord the option of having the Landlord or Tenant perform the
covenants set out in such clause, the Tenant shall perform such covenants unless
the Tenant is otherwise directed by way of written notice from the Landlord.

15.31  RADIATION - Only if the  Landlord  believes on  reasonable  grounds  that
radiation  is or has been used or created by the Tenant or any Person  permitted
by the Tenant to be in the Leased Premises shall this Section 15.31 apply to the
Tenant.

The  Tenant  agrees.  if so  requested  by the  Landlord,  to conduct at its own
expense a survey by an accredited firm of consultants acceptable to the Landlord
to determine the level of radiation in the Leased  Premises,  and if such levels
are in  excess  of  those  allowable  under  Environmental  Laws  and set by the
applicable regulatory authorities governing radiation,  the Tenant agrees at its
own cost and expense and on terms and  conditions  approved by the Landlord,  to
reduce the level of radiation to a level allowable under  Environmental Laws and
set by such applicable regulatory authorities.

ARTICLE 16.00 - ADDENDUM (ORBITOR DRIVE) - PLEASE REFER TO SCHEDULE I

IN WITNESS  WHEREOF the Landlord and the Tenant have  executed  this Lease as of
the date first set forth above.

<PAGE>

WITNESS to signature of Landlord     LANDLORD:
                                     GRIFFIN DEVELOPMENT CORPORATION

signature:                           By:
          -------------------------     ----------------------------------------
                                     Name:
                                     Title:
print name:
           ------------------------
address:                             By:
        ---------------------------    -----------------------------------------
                                     Name:
         --------------------------
occupation:                          Title:
           ------------------------

                                     I/We have authority to bind the Corporation

                                     AND:


WITNESS to signature of Landlord     LANDLORD:
                                     PR LAND HOLDINGS LTD.

signature:                           By:
          -------------------------     ----------------------------------------
                                     Name:   Peter D'Gata
                                     Title:  Regional Vice President
print name:
           ------------------------
address:                             By:
        ---------------------------     ----------------------------------------
                                     Name:   Kenneth I. Graham
         --------------------------
occupation:                          Title:  Assistant Secretary
           ------------------------

                                     I/We have authority to bind the Corporation

WITNESS to signature of Landlord     LANDLORD:
                                     YORK MEDICAL INC.

signature:                           By:
          -------------------------     ----------------------------------------
                                     Name:
                                     Title:
print name:
           ------------------------
address:                             By:
        ---------------------------     ----------------------------------------
                                     Name:
         --------------------------
occupation:                          Title:
           ------------------------

                                     I/We have authority to bind the Corporation

<PAGE>


                                   SCHEDULE A

                          PLAN SHOWING LEASED PREMISES




<PAGE>


                                   SCHEDULE A1

                                      LAND

                               (LEGAL DESCRIPTION)


                  5025-5045 Orbitor Drive, Mississauga, Ontario


                Part of Level 3, Unit 11 Peel Condominium Plan No.431.


<PAGE>


                                   SCHEDULE B

                                   DEFINITIONS

"BASIC RENT" means the amount set out in Item 8 of the Term Sheet payable by the
Tenant to the Landlord in respect of each year of the Term.

"BIO-MEDICAL WASTE" shall mean and include the following:

(A)      (1) Surgical  waste  including  all materials  discarded  from surgical
         procedures,  including  but not limited to,  disposable  gowns,  soiled
         dressings,  sponges,  casts, lavage tubes, drainage sets, underpads and
         surgical gloves: and

         (2) Pathological waste including all human tissues and anatomical parts
         which  emanate  from  surgery,  obstetrical  procedures,   autopsy  and
         laboratory; and

         (3) Biological  waste including  blood and blood products,  excretions,
         exudates,  secretions,  suctionings,  and other body  fluids  including
         solid/liquid waste from renal dialysis: and

         (4)  Isolation  waste  including all waste  emanating  from the care or
         treatment of a patient on any type of isolation  or  precaution  except
         reverse (protective) isolation; and

         (5) Cultures and stocks of etiologic agents and associated  biologicals
         including,  without limitation,  specimen cultures, cultures and stocks
         of etiologic agents,  wastes from production of biologicals and serums,
         and discarded live and attenuated vaccines; and

         (6)  Laboratory  waste  which  has  come  in  contact  with  pathogenic
         organisms.  Such waste includes, but is not limited to, culture dishes,
         devices used to transfer,  inoculate and mix cultures,  paper and cloth
         which has come in contact with specimens or cultures; and

         (7) Animal  carcasses  exposed to pathogens in research,  their bedding
         and other waste from such animals; and

         (8) Sharps including any discarded  article that may cause punctures or
         cuts.  Such waste includes,  but is not limited to, needles,  IV tubing
         with needles  attached,  scalpel blades,  glassware,  and syringes that
         have been removed from their original sterile containers; and any other
         wastes  identified  as  infectious  or  similar  wastes  in  any  other
         applicable  federal,  provincial  or municipal  laws,  regulations  and
         guidelines; and

(B) "Chemotherapy Waste" (also known as antineoplastic or cytotoxic waste) means
and includes  discarded  items,  including  but not limited to,  masks,  gloves,
gowns, empty IV tubing bags, vials,  syringes and other  contaminated  materials
which have been contaminated by chemotherapeutic drugs or antineoplastic agents;
and

(C)  any  waste  defined  as  bio-medical  waste  under  any  applicable  law or
regulation.

"BUILDING" means the buildings,  structures and  improvements  from time to time
during the Term  erected in, upon or under the Land  municipally  identified  in
Item 3 of  the  Term  Sheet  and  all  alterations  and  additions  thereto  and
replacements thereof.

"CAPITAL TAX" means the applicable  amount of any tax or taxes including but not
limited to Large Corporations Tax payable based upon or computed by reference to
the paid-up  capital or place of business of the Landlord as determined  for the
purposes  of such tax or taxes;  provided  that for the  purposes  thereof,  the
"applicable  amount" of such tax or taxes  shall mean the  amount  thereof  that
would be payable if the Project were the only  establishment  of the Landlord in
the  jurisdiction of the taxing  authority or if any other  establishment of the
Landlord therein were located outside that jurisdiction.

"CLAIMS" means claims, losses,  actions, suits,  proceedings,  causes of action,
demands,  damages (direct,  indirect,  consequential  or otherwise),  judgments,
executions, liabilities, responsibilities, costs, charges, payments and expenses
including, without limitation, any professional, consultant and legal fees (on a
solicitor and his own client basis) and any associated disbursements.

"COMMENCEMENT DATE" means the first day of the Tern as specified in Item 7(a) of
the Term Sheet.

<PAGE>

"COMMON  ELEMENTS"  means  the  areas,  facilities,   utilities,   improvements,
equipment and installations (collectively, "elements") in the Project that, from
time  to  time,  are  not  intended  to be  leased  to  tenants  of the  Project
(including,  without  limitation,  elements  within  rentable  premises that are
intended  for the  benefit of  tenants of the  Project  and their  invitees  and
employees)  or are  designated  from  time  to time as  Common  Elements  by the
Landlord and includes access roads, driveways and parking areas and facilities.

"CONSULTANTS"  means  any  reference  in this  Lease to  Landlord's  accountant,
auditor, architect, surveyor or other consultant shall be deemed to be such duly
qualified  consultant  appointed by Landlord in its absolute  discretion for the
purposes  of this  Lease  or of any  provision  hereof;  and  they  will  act in
accordance   with  this  Lease  and  the   principles  and  standards  of  their
professions.  In determining any cost  allocation  Landlord may rely on, and the
parties shall be bound by, Landlord's consultants.

"ENVIRONMENTAL LAWS" shall include any domestic and foreign federal, provincial.
municipal,  or  local  laws,  statutes,  regulations,   ordinances,  guidelines,
policies,  judge  made  laws or  common  laws  and  any  orders  of a  court  of
governmental authority,  relating in any way to the natural or human environment
(including land, surface water, ground water, and real,  personal,  moveable and
immoveable  property),  public  or  occupational  health  and  safety,  and  the
manufacture,  importation,  handling,  use,  reuse,  recycling,  transportation,
storage,  disposal,  elimination  and  treatment  of a  substance,  hazardous or
otherwise.

"FISCAL  YEAR" means a period,  from time to time  determined by Landlord all or
part of which falls within the Term, at the end of which Landlord's  accounts in
respect of the Project are balanced for auditing or bookkeeping purposes.

"G.S.T."  means goods and services tax being that tax payable  pursuant to Parts
VIII and IX of the Excise Tax Act, as amended and  re-enacted  from time to time
and other like taxes levied from time to time.

"INDEMNIFIER"  means the Person, if any, so identified in the Term Sheet and who
has signed the lease as Indemnifier.

"LAND"  means  those  lands  legally  described  in  Schedule  Al as same may be
expanded or contracted from time to time.

"LEASE"  means this Lease,  the Term Sheet,  and all Schedules  attached  hereto
which are referred to in this Lease and every properly executed instrument which
by its terms amends, modifies or supplements this lease.

"LEASED  PREMISES"  means those premises in the Building which are described and
identified in item 4 of the Term Sheet and which are marked in a  distinguishing
manner on the plan attached as Schedule A.

"LEASEHOLD IMPROVEMENTS" means:

       (a) all improvements fixtures,  installations,  alterations and additions
       from  time  to  time  made,  erected  or  installed  to or in the  Leased
       Premises,   in  addition  to,  beyond  or  replacing  the  base  building
       standards,  including all partitions however affixed (including  moveable
       and demountable  partitions),  millwork and affixed wall units,  internal
       stairways,  doors hardware,  light fixtures,  carpeting and other applied
       floor finishes, and heating,  ventilating and air-conditioning  equipment
       and other  building  services  not forming  part of the  Landlord's  base
       building equipment and services;

       (b)  alterations,  improvements  and equipment  made or installed for the
       exclusive benefit of the tenant elsewhere in the Project;

in either  case  whether  or not  installed  by or on behalf of the  Tenant  and
whether or not installed  during the Term  including,  without  limitation,  all
fixtures (whether or not trade fixtures) in the Leased Premises.

"OPERATING  COSTS" means the Operating Costs in respect of any Fiscal Year shall
be equal to the total of all costs, expenses and amounts, incurred or accrued in
that  Fiscal  Year for or with  respect  to  ownership,  management,  operation,
maintenance, repairs, upkeep, insurance,  supervision,  decoration, cleaning and
upgrading of the Project and the  determination  and  allocation  of such costs,

<PAGE>

expenses  and  amounts,  whether  incurred  or  accrued  by or on  behalf of the
Landlord or by or on behalf of any manager or agent of the  Landlord.  Operating
Costs, without limiting the generality of the foregoing and without duplication,
shall include:

A.       Inclusions - if provided by the Landlord (subject to certain deductions
         as hereinafter set out):

         (a) the cost of providing and  maintaining  landscaping,  gardening and
         snow and refuse removal;

         (b) the cost of heating, air-conditioning and ventilating the Building;

         (c) the cost of providing hot and cold or tempered  water,  electricity
         (including  lighting)  and all  other  utilities  to all  parts  of the
         Project not otherwise paid by tenants;

         (d) the cost of providing janitor, window cleaning and general cleaning
         services  including  supplies to all parts of the Project including all
         premises leased to tenants of the Project;

         (e) the cost of all insurance  taken out and maintained by the Landlord
         under  Article  9.00 and the cost of any  deductible  amount paid by he
         Landlord in connection with a claim under its insurance;

         (f) the rental or lease cost of all rented or leased equipment acquired
         for the operation or maintenance of the Project;

         (g) accounting costs incurred in connection with the Project  including
         computations  required  for the  imposition  of charges to tenants  and
         audit fees incurred for the  determination  of any costs  hereunder and
         the  reasonable  costs of  collecting  and  enforcing  payment  of such
         charges;

         (h) the cost of all equipment  acquired for operation or maintenance of
         the  Project  if  expensed  fully  in the  Fiscal  Year in  which  such
         equipment is acquired;

         (i) if  expensed  fully in the  Fiscal  Year in which  the  expense  is
         incurred,  tie  cost  of  any  improvement,   replacement,   repair  or
         alteration whether with respect to buildings, improvements,  equipment,
         fixtures or otherwise  and whether  on-site or off-site  which,  in the
         opinion of the Landlord,  is necessary to reduce or limit  increases in
         Operating Costs or is required by the Landlord's  insurance carriers or
         by any  changes  in the  laws,  rules,  regulations  or  orders  of any
         governmental  authority having jurisdiction,  including those necessary
         to comply with energy conservation, pollution and environmental control
         standards  and  the  costs  of any  procedures  required  with  respect
         thereto;

         (j)  the  cost  of  investigating,   testing,   monitoring,   removing,
         enclosing,  encapsulating or abating any Pollutant which is in or about
         the Project or any part  thereof or which has  entered the  environment
         from the  Project,  if the  Landlord is required to do so or if, in the
         Landlord's  opinion, it is harmful or hazardous to any Person or to the
         Project or any part thereof or to the environment;

         (k) the  cost of  repairs  and  replacements  to or in  respect  of the
         Project  including  those  resulting  from  normal  wear  and  tear and
         otherwise  and  including  those  necessary  with respect to the window
         coverings, decorations, roof or any parking area or facility;

         (l) the cost of repairs,  replacements  and  improvements to systems in
         the Project including,  without limitation,  the heating,  ventilating,
         air conditioning and energy-saving and security systems and devices;

         (m) at the  Landlord's  election  (such election to be evidenced by the
         method of  calculating  Operating  Costs for each Fiscal Year),  either
         amortization,  in an amount determined by the Landlord's accountant, of
         the cost (whether incurred before or during the Term and whether or not
         incurred  by the party  constituting  the  Landlord  at any time or its
         predecessor   in  title  or  interest)  of  any  repair,   replacement,
         decoration or improvement of the Project not expensed within the Fiscal
         Year  in  which  the  expenditure  was  incurred  and of all  equipment
         required for the operation and  maintenance of the Project not included
         within  Operating  Costs for the Fiscal  Year in which the  expenditure
         occurred  in  accordance  with   Subsections  (h)  and  (i)  above,  or
         depreciation in an amount determined by the Landlord's accountant based

<PAGE>

         on the cost (whether  incurred before or during the Term and whether or
         not incurred by the party  constituting the Landlord at any time or its
         predecessor  in title or  interest)  of any of those  items  which  the
         Landlord in its absolute  discretion has elected to treat as capital in
         nature  together with, in each case, an amount equal to interest at the
         Prime Rate plus one and one half percent per annum on the undepreciated
         or unamortized amount thereof;

         (n) the amount of all  salaries,  wages and fringe  benefits paid to or
         for the benefit of employees  and others  engaged  either  full-time or
         part-time in the operation or maintenance of the Project;

         (o) amounts paid for service contracts with independent contractors

         (p) the cost of energy audits,  conservation studies and other measures
         taken to conserve energy or reduce costs or liability;

         (q) the cost of renting,  operating and  maintaining  Project signs and
         providing directional signage;

         (r) all other expenses of every nature  incurred in connection with the
         maintenance and operation of the Project;

         (s) the cost of direct supervision attributable to any of the above;

         (t) all taxes, rates, levies, duties and assessments whatsoever whether
         municipal,  school,  provincial,  parliamentary  or  otherwise  levied,
         charged,  imposed or assessed  against the Project or upon the Landlord
         in respect  thereof or from time to lime  levied,  charged,  imposed or
         assessed  in  the  future  in  lieu  thereof  or in  addition  thereto,
         including,  without  limitation,  those  levied,  charged,  imposed  or
         assessed for education, school and local improvements, and all business
         taxes,  if any,  from time to time  payable by the  Landlord  or levied
         against the Landlord on account of its  ownership or interest in or the
         operation  of the Project;  and all costs and expenses  incurred by the
         Landlord in good faith in  contesting,  resisting or appealing any such
         taxes,  rates,  duties,  levies  or  assessments   including,   without
         limitation,  legal fees on a  solicitor  and his own  client  basis and
         other   professional  fees  and  interest  and  penalties  on  deferred
         payments;  but excluding income or profits taxes upon the income of the
         Landlord; if any portion of the Project is assessed or taxed other than
         at the prevailing commercial assessment rates and mill rates due to the
         occupancy of any tenants or the nature of any Tenant's operation,  then
         the amount of such taxes, rates, levies, duties or assessments shall be
         adjusted  to be an amount  equal to the  amount  which  would have been
         incurred had such portion of the Project been assessed and taxed at the
         prevailing  commercial  assessment  rates and mill rates throughout the
         entire period for which the calculation is being made. Provided that if
         any such taxes are levied for a period not  coinciding  with the Fiscal
         Year, the amount of such taxes,  rates,  duties,  levies or assessments
         included  in  Operating  Costs in each Fiscal Year shall be that amount
         accruing during that Fiscal Year;

         (u) the fair  rental  value of space in the  Building  occupied  by the
         Landlord, its manager or personnel in connection with the Services;

         (v) any Capital  Tax imposed  upon the  Landlord  provided  that if the
         Capital Tax payable by the Landlord in this  connection is for a period
         not  coinciding  with the Fiscal  Year,  the amount of the  Capital Tax
         included  in  Operating  Costs in each Fiscal Year shall be that amount
         payable by the Landlord accruing during the Fiscal Year;

plus a management fee equal to that amount paid to any managing agent engaged by
the Landlord in respect of  management of the Project or any part thereof or the
Landlord's  reasonable  charges in lieu thereof if the  Landlord  elects to self
manage the Project or any part  thereof,  which fee shall be in keeping with the
industry standard.

B. Exclusions - Operating Costs shall exclude,  without  duplication and without
limiting the  generality of the  foregoing,  and except to the extent  expressly
included above:

         (a) debt service;

<PAGE>

         (b) major structural repairs;

         (c) costs  determined  by the  Landlord  from time to time to be fairly
         allocable to the correction of initial  construction  faults or initial
         maladjustments in operating  equipment but only to the extent that such
         costs are recovered from the contractor or others responsible;

         (d) any ground  rent  payable by the  Landlord in respect of a lease of
         the Land or part thereof; and

         (e) tenant  improvement  allowances,  leasing  commissions  and leasing
         costs.

C. DEDUCTIONS - There shall be deducted from Operating Costs:

         (a) the proceeds of insurance  recovered by the Landlord  applicable to
         damage,  the cost of repair of which was included in the calculation of
         Operating Costs paid by the Tenant;

         (b) amounts  recovered as a result of direct  charges to the Tenant and
         other  tenants to the extent that the cost  thereof was included in the
         calculation of Operating Costs.

"PERSON" means any person,  Partnership,  corporate entity or any combination of
them.

"POLLUTANTS"  means any substance  which is hazardous to persons or property and
includes, without limiting the generality of the foregoing:

         (a) radioactive materials;

         (b) explosives;

         (c) any substance  that,  if added to any water,  land and/or air would
         degrade or alter or form part of a process of degradation or alteration
         of the quality of the water,  land and/or air, to the extent that it is
         detrimental to its use by man or by any animal, fish or plant;

         (d) any  solid,  liquid,  gas or odour or  combinations  of any of them
         that,  if emitted  into the air,  land  and/or  water  would  create or
         contribute  to the  creation  of a  condition  of the air,  land and/or
         water, that: (i) endangers the health,  safety or welfare of persons or
         the health of animal life;  (ii)  interferes  with normal  enjoyment of
         life or property; or (iii) causes damage to plant life or to property;

         (e) toxic substances;

         (f)  substances  declared  to be  hazardous  or toxic  under any law or
         regulation now or hereafter  enacted or promulgated by any governmental
         or municipal  authority  having  jurisdiction  over the  Landlord,  the
         Tenant, the Leased Premises or the Project of which the Leased Premises
         form a part;

         (g) any substance the use or  transportation of which or the release of
         which into the  environment  is  prohibited,  regulated,  controlled or
         licensed under environmental legislation; and

         (h) anything contaminated by any Pollutant.

"PRIME RATE" means the rate of interest per annum  established from time to time
by the Bank of Nova  Scotia  (or such  other  bank  being  one of the 5  largest
Canadian chartered banks as the Landlord may designate from time to time) at its
head office in Toronto,  Ontario as the reference  rate of interest to determine
interest rates it will charge on Canadian dollar loans to its Canadian customers
and which it refers to as its "prime rate".

"PROJECT"  means the Land and Building and  includes,  without  limitation,  all
Common Elements.

"PROPERTY  TAXES"  means  the  taxes,  rates,  levies,  duties  and  assessments
described in Subsection  A(t) of "Operating  Costs"  definition and all interest
and penalties thereon and costs with respect thereto incurred by the Landlord.

<PAGE>

"RENT" means the aggregate of all amounts  payable by the Tenant to the Landlord
under  this  Lease.  Provided  that any and all  amounts  so  payable  which are
collectible by the Landlord and agent of a taxing authority and which are taxes,
levies,  duties or  assessments  imposed  by that  authority  on the  Tenant are
included in Rent so as to determine  the  Landlord's  rights and remedies in the
case of delay or  failure to pay the same  notwithstanding  that the same do not
accrue to the Landlord as rent hereunder.

"RENTABLE AREA" means the area of the Leased Premises,  the Building or any part
thereof as  determined  by the Landlord  and which may be adjusted  from time to
time to give effect to any structural or functional change and any change in the
leasing  pattern in the  Building,  and which shall be  calculated in accordance
with the BOMA ANSI standards ANSI Z65.1-1980 (Reaffirmed in 1989) (except to the
extent altered by this definition) as follows:

         (a) in the case of premises  occupying the whole of one or more floors,
         the Rentable Area of such premises  shall be determined by measuring to
         and from the inside finish of permanent  outer  Building  walls or from
         the glass line, whichever extends further, but shall not include stairs
         and elevator  shafts (except stairs and elevators  exclusively  serving
         the Tenant where the Leased  Premises  consist of more than one floor),
         flues,  stacks,  pipe shafts and  vertical  ducts with their  enclosing
         walls. Washrooms, air-conditioning equipment rooms, fanrooms, janitors'
         closets,  electrical  closets,  and other closets serving that floor or
         floors  shall be included in the  Rentable  Area of such  premises.  No
         deductions  shall be made for columns and projections  necessary to the
         Building;

         (b) in the case of premises  occupying  part of a floor,  the  Rentable
         Area of such  premises  shall be  determined  by measuring  from and to
         whichever of the following form the  boundaries of such  premises:  the
         inside finish of permanent outer Building walls or from the glass line,
         whichever extends further, the centre of partitions which separate such
         premises from adjoining  premises or public and/or  service areas;  and
         the office side of the corridor  walls or other  permanent  partitions,
         without in any case, deduction for columns and projections necessary to
         the Building, and includes washrooms, air-conditioning equipment rooms,
         fan rooms,  janitors'  closets,  electrical  closets and other  closets
         within  and  serving  the  Leased  Premises  exclusively,  but does not
         include stain and elevator  shafts  supplied by the Landlord for use in
         common with other tenants,  and flues,  stacks, pipe shafts or vertical
         ducts with their  enclosing  walls  within  the  Leased  Premises;  the
         Rentable  Area as so  determined  shall have added thereto a portion of
         the  area of the  public  and/or  service  areas on such  floor  which,
         without   limitation,   shall  include  corridors,   elevator  lobbies,
         washrooms,  air  conditioning  equipment  rooms,  fan rooms,  janitors'
         closets,  electrical  closets and other closets serving that floor. The
         portion of such area of the public and/or  service areas so added shall
         be that  portion  from  time to time  which the  Rentable  Area of such
         premises bears to the Rentable Area of all premises leased or set aside
         from time to time for leasing by the Landlord on that floor  (including
         such premises).

"SECURITY DEPOSIT" has the meaning ascribed in Section 4.02.

"SERVICE(S)" means those activities, personnel, facilities, systems and supplies
required  for the  complete  decoration,  repair,  administration,  replacement,
maintenance, improvement and operation of the Project.

"TENANT'S OCCUPANCY COSTS" means for each Fiscal Year the Tenant's Proportionate
Share of the Operating Costs for that Fiscal Year.

"TENANT'S  PROPORTIONATE  SHARE" means that proportion that the Rentable Area of
the Leased Premises bears to the total Rentable Area of the Budding.

"TERM"  means  the  period  of time set out in item 6 of the Term  Sheet  unless
sooner terminated.

"TERM SHEET" means the page identified as Term Sheet attached to this Lease; and
all information and particulars contained therein shall form part of this Lease.

"TRANSFER",  "TRANSFEREE",  "TRANSFEROR"  have the meanings  ascribed in Section
12.01.


<PAGE>

                                   SCHEDULE C

                              RULES AND REGULATIONS

1.       DEFINITION  - In these rules and  regulations,  "Tenant"  includes  the
         employees,  servants, agents, invitees, subtenants and licensees of the
         Tenant and others  over whom the Tenant can  reasonably  be expected to
         exercise its control.

2.       COMMON  ELEMENTS - The Landlord  reserves  entire control of the Common
         Elements and will maintain them in such manner as it deems best for the
         benefit of the tenants  generally.  The Landlord  reserves the right to
         restrict and regulate the use of the Common  Elements by the Tenant and
         by persons making deliveries to the Tenant.

3.       SMOKING - Smoking is not  permitted in the Common  Elements,  except as
         may be otherwise designated.  The Landlord shall have the right, in its
         sole discretion, to determine whether any designated smoking area shall
         be established, and the size and location of any such area.

4.       OBSTRUCTIONS  -  The  sidewalks,  driveways,   entrances,   vestibules,
         passages,  corridors,  halls,  elevators  and  stairways  shall  not be
         encumbered or obstructed by the Tenant or be used by it for any purpose
         other than for entrance to and exit from the Leased Premises.

5.       DELIVERIES The Tenant shall not permit the parking of delivery vehicles
         so as to interfere with the use of any driveway, walkway, parking area,
         or other Common  Elements.  The Tenant shall ensure that  deliveries of
         materials  and  supplies to the Leased  Premises  are made through such
         entrances,  elevators  and corridors and at such times as may from time
         to time be designated  by the Landlord and shall  promptly pay or cause
         to be paid to the Landlord  the cost of  repairing  any damage in or to
         the Building caused by any person making such deliveries.  The Landlord
         reserves  the right to remove at the  expense and risk of the owner any
         vehicle not using designated "Vehicle Standing" areas.

6.       SECURITY - The Landlord may from time to time adopt appropriate systems
         and  procedures  for the security and safety of the Building  including
         restricting  access  during  non-business  hours and the  Tenant  shall
         comply with the Landlord's reasonable requirements relating thereto.

7.       LOCKS- No additional  locks or bolts of any kind shall be placed by the
         Tenant  upon any of the doors or windows of the  Leased  Premises,  nor
         shall any changes whatsoever be made to existing locks or the mechanics
         thereof  except by the  Landlord  at its option.  The Tenant  shall not
         permit any duplicate keys to be made, but additional keys as reasonably
         required shall be supplied by the Landlord when requested by the Tenant
         in  writing  and at  the  Tenant's  expense.  Upon  termination  of the
         Tenant's lease,  the Tenant shall surrender to the Landlord all keys of
         the Leased  Premises and other part or parts of the  Building  together
         with any parking passes or other devices permitting entry.

8.       ANTENNAE-  The Tenant  shall not mount or place an antenna or aerial of
         any nature on the exterior of the Leased Premises or Building.

9.       GARBAGE - The  handling  and  disposal  of garbage  shall  comply  with
         arrangements   prescribed  by  the  Landlord  from  time  to  time.  No
         disproportionate  or  abnormal  quantity  of  waste  material  shall be
         allowed to accumulate in the Leased Premises and the cost of removal or
         clearing in excess of such normally  provided Service may be charged to
         the Tenant.

10.      REPAIRS,  ALTERATIONS  AND  IMPROVEMENTS  - The Tenant  shall carry out
         repairs,  maintenance,  alterations  and  improvements  in  the  Leased
         Premises  only during times agreed to in advance by the Landlord and in
         a manner which will not  interfere  with the rights of other tenants in
         the Building.

11.      MAINTENANCE - The Tenant will provide adequate  facilities and means to
         prevent the soiling of walls,  floors and carpets in and  abutting  the
         Leased Premises whether by shoes,  overshoes,  any acts or omissions of
         the Tenant or otherwise.

12.      INSTALLATIONS AND WIRING - The Tenant shall not mark, paint, drill into
         or in any way deface the walls, ceilings,  partitions,  floors or other
         parts of the Leased  Premises  and the  Building  except with the prior

<PAGE>

         written  consent of the  Landlord  and as it may direct.  If the Tenant
         desires electrical or communications connections, the Landlord reserves
         the right to  direct  qualified  persons  as to where and how the wires
         should be introduced, and without such directions, no boring or cutting
         for  wires  will be  permitted.  No gas pipe or  electric  wire will be
         permitted  which has not been ordered or  authorized  in writing by the
         Landlord.

13.      HEATING.  AIR  CONDITIONING AND PLUMBING SYSTEMS - The Tenant shall not
         attempt any repairs or alterations or modifications to the heating, air
         conditioning or plumbing systems.

14.      WATER  FIXTURES - The Tenant shall not use the plumbing  facilities for
         any other  purpose  than that for which  they are  constructed,  and no
         foreign  substance of any kind shall be thrown therein,  and the Tenant
         shall pay the cost of any breakage, stoppage or damage resulting from a
         violation of this provision.

15.      PERSONAL USE OF LEASED PREMISES - The Leased Premises shall not be used
         for  residential,  lodging or  sleeping  purposes or for the storage of
         personal  effects or property not  required  for  business  purposes as
         permitted under the Lease.

16.      SOLICITATIONS-  The Landlord reserves the right to restrict or prohibit
         canvassing, soliciting or peddling in the Building.

17.      HEAVY  ARTICLES - The Tenant  shall not, in the Leased  Premises or the
         Building, bring in, take out, position,  construct, install or move any
         safe,  business  machinery  or other heavy  machinery  or  equipment or
         anything  liable to injure or destroy any part of the Building  without
         the prior written consent of the Landlord.  In giving such consent, the
         Landlord shall have the right, in its sole discretion, to prescribe the
         permitted  weight and the position  thereof,  and the use and design of
         planks,  skids or platforms  required to distribute the weight thereof.
         All  damage  done to the  Building  by moving  or using any such  heavy
         equipment or machinery  shall be repaired at the expense of the Tenant.
         The moving of all heavy  equipment or other  machinery shall occur only
         by prior arrangement with the Landlord.

18.      BICYCLES,  ANIMALS - The  Tenant  shall not bring any  animals or birds
         into the  Building,  and shall not permit  bicycles  or other  vehicles
         inside  or on the  sidewalks  outside  the  Building  except  in  areas
         designated from time to time by the Landlord for such purposes.

19.      FURNITURE  AND  EQUIPMENT - The Tenant  shall  ensure  that  furniture,
         equipment and fixtures  being moved into or out of the Leased  Premises
         are moved through such  entrances,  elevators and corridors and at such
         times as may from time to time be  designated by the Landlord and shall
         promptly  pay or cause to be paid to the Landlord the cost of repairing
         any damage in the Building caused thereby.

20.      HEATING - The Tenant  shall not use any means of heating or cooling the
         Leased Premises other than that provided by or  specifically  otherwise
         permitted by the Landlord.

21.      UNDUE  ELECTRICAL  LOADS,  HEAT,  VIBRATION - No material or  equipment
         which  could  cause  undue  loads  on  electrical  circuits,  or  undue
         vibration,  heat or noise  shall be brought  into the  Building or used
         therein by or on behalf of the Tenant, and no machinery or tools of any
         kind shall be affixed to or used in the  Leased  Premises  without  the
         prior written consent of the Landlord.

22.      FIRE  REPUTATIONS - No Tenant shall do or permit anything to be done in
         the Leased Premises or bring or keep anything therein which will in any
         way increase the risk of fire, or obstruct or interfere with the rights
         of other tenants,  or violate or act at variance with the laws relating
         to fires or with the regulations of the Fire Department or the Board of
         Health.  The  Tenant  shall  cooperate  in any fire  drills  and  shall
         participate in all fire prevention of safety programs designated by the
         Landlord.

23.      FLAMMABLE  MATERIALS - No flammable oils or other flammable,  dangerous
         or  explosive  materials  shall be kept or  permitted to be kept in the
         Leased Premises.

24.      FOOD AND  BEVERAGES - Only  persons  approved  from time to time by the
         Landlord may prepare,  solicit  orders for,  sell,  serve or distribute
         foods or beverages in the Building, or use the elevators,  corridors or
         other Common Elements for any such purpose. The Tenant shall not permit

<PAGE>

         in the  Leased  Premises  the use of  equipment  for  the  preparation,
         serving, sale, distribution, or dispensing of food and beverages except
         with the prior written  consent of the Landlord and in accordance  with
         arrangements approved by the Landlord.

25.      NOTICE OF  ACCIDENTS - The Tenant  shall give  immediate  notice to the
         Landlord in case of fire or  accident in the Leased  Premises or in the
         Building, or in case of defects therein or in any fixtures or equipment
         thereof,  notwithstanding  the  Landlord may have no  obligations  with
         respect thereto.

26.      JANITORIAL  SERVICES - The Tenant shall not use or engage any person or
         persons other than the janitor or janitorial contractor of the Landlord
         for the purpose of any cleaning of the Leased Premises, except with the
         prior written consent of the Landlord.


27.      DANGEROUS OR IMMORAL  ACTIVITIES - The Tenant shall not make any use of
         the Leased  Premises  which  could  result in the risk or injury to any
         person,  nor shall  the  Leased  Premises  be used for any  immoral  or
         criminal purpose.

28.      PROPER  CONDUCT - The Tenant shall not perform any acts or carry on any
         practice  which may damage the Common  Elements or be a nuisance to any
         other tenant in the Project.

29.      ADDITIONAL RULES AND REPUTATIONS - The Landlord shall have the right to
         make such other and further  reasonable rules and regulations as in its
         sole  judgment may from time to time be necessary or of benefit for the
         safety,  care,  cleanliness and appearance of the Project,  and for the
         preservation of good order therein.



<PAGE>


                                   SCHEDULE D

                                 LANDLORD'S WORK



<PAGE>

                                   SCHEDULE E

                        ADDITIONAL COVENANTS, AGREEMENTS

                             AND CONDITIONS (IF ANY)
OPTION TO RENEW:

If the Tenant has duly and regularly  paid the Rent, has performed all its other
obligations  under this Lease and is not  currently  in default  hereunder,  the
Tenant  may, at its  option,  renew this Lease for a further  period of Five (5)
years (the  "Renewal  Term")  commencing  on the  expiration  of the Term. To be
effective,  the option must be  exercised no later than Twelve (12) months prior
to the  expiration of the Term by written  notice to the  Landlord.  The renewal
lease shall at the  Landlord's  sole option,  be either on the  Landlord's  then
current  standard form lease for similar premises or on terms and conditions set
out in this Lease; provided that in either case, the renewal Lease shall exclude
any further option to renew and all  provisions  dealing with  Landlord's  work,
Tenant  improvement  allowances or any other Tenant  inducement.  The Basic Rent
shall be the market rent prevailing  three (3) months prior to the  commencement
of the Renewal Term for comparable  premises similarly located as agreed between
the  Landlord  and Tenant;  provided  that,  the Basic Rent for the Renewal Term
shall not be less than the Basic Rent for the  immediately  preceding year under
this Lease.  The renewal  lease shall be prepared by the Landlord at the expense
of the Landlord and shall be executed by the Tenant prior to the commencement of
the Renewal Term.

IDENTIFICATION:

The  Landlord  shall  insert,  at its sole  expense,  the  Tenant's  name in the
Building directory in Building-standard  lettering.  The Landlord shall install,
at its sole expense, in Building-standard  form the Tenant's name on or adjacent
to its entrance door.

RIGHT OF EARLY TERMINATION:

Provided that the Tenant is York Medical Inc. and is itself in possession of and
occupying the whole of the Leased Premises,  provided further that the Tenant is
not and has not been in default under this Lease at the time of  exercising  its
right pursuant to this  provision,  the Tenant shall have the right to terminate
this  Lease any time after  January  31,  1999 by  delivering  to the  Landlord,
written notice of  termination,  such  termination  to be effective  twelve (12)
months  from the last day of the  month  (the  "Termination  Date") in which the
notice is delivered by the Tenant to the Landlord, provided that a penalty equal
to nine (9) month's Rent (which  includes  Basic Rent,  Occupancy  Costs and all
other  amounts  payable  as  rent)  is paid to the  Landlord  on or  before  the
Termination  Date.  Basic Rent,  Tenants  Occupancy  Costs and all other amounts
payable by the Tenant to the  Landlord  under this Lease shall be  adjusted  and
paid by the  Tenant to such date of  termination  and the  Tenant  shall,  on or
before the  termination  date,  surrender  and vacate  the  Leased  Premises  in
accordance with the applicable provisions of this Lease.

LETTER OF CREDIT:

It is understood and agreed that the provision of Tenant  inducements  under the
Lease contained in Schedule "E" hereof are conditional on the Tenant maintaining
the Lease in good standing at all times. To secure a cash flow equivalent to the
amount  of the  Tenant  inducements,  the  Tenant  shall  obtain at its cost and
deliver  to the  Landlord  on  the  date  of  execution  of  this  Agreement  an
irrevocable  documentary  letter of credit issued by one of the 5 major Canadian
Class "A"  chartered  banks,  which letter of credit shall contain the following
terms and conditions:

(i)      (a)      for the period  September 1, 1997 to January 31, 1999 shall be
                  for an  amount  of Two  Hundred  and  Twenty  Thousand,  Seven
                  Hundred and Sixty-Three dollars ($220,763.00), (which is equal
                  to the  value  of the  Tenant's  gross  Rent  obligation  from
                  September  1, 1997 to January  31,  1999 plus the value of the
                  termination penalty as outlined above):

         (b)      for the period  February  1, 1999 to January 31, 2003 shall be
                  for an amount of One Hundred and Eighty-Eight  Thousand,  Nine
                  Hundred and Fifty-five dollars $188,955.00) (which is equal to
                  the  average  value  of  Twenty-One  (21)  months  gross  Rent
                  obligation for any period between  February 1, 1999 to January
                  31, 2003.

<PAGE>

(ii)     shall be renewed and  delivered  to the  Landlord not less than 30 days
         prior to the expiry of the then existing letter of credit failing which
         such default will constitute a default under the Lease which will allow
         the beneficiary to claim upon the full amount of the letter of credit;

(iii)    shall  provide  that any  default  under  the  Lease or  disclaimer  or
         repudiation  of the Lease (as  identified in the letter of credit) will
         allow the  beneficiary  to draw upon the full  amount of the  letter of
         credit upon presentation of a demand for payment by the beneficiary;

(iv)     shall provide for the beneficiary to be paid on sight; and

(v)      shall contain such further provisions  required by the Landlord and its
         solicitor, acting reasonably.

         Should the Landlord draw upon the letter of credit, the proceeds shall,
         at the Landlord's  option,  be applied first to offset the  unamortized
         amount of the Tenant  inducements  and lastly on account of any arrears
         of Rent or any other payments due under this Lease.

(vi)     should the Tenant exercise it's termination right outlined above and is
         not in default under the terms and  conditions of this Lease,  then the
         Letter of Credit  shall no longer be required by the Landlord as of the
         Termination  Date, and the existing  Letter of Credit shall be returned
         after the Termination Date.

4.06     CONTINUED...

PAYMENT OF TENANT'S OCCUPANCY COSTS

The  Tenant's  Occupancy  Costs are  estimated to be based on $6.64 per rentable
square foot per annum for the period  January 1, 1997 to December 31, 1997.  The
estimate includes janitorial and hydro costs.

14.01 CONTINUED...

POSSESSION AND RESTORATION

It is understood and agreed that the Tenant shall not be required to restore the
Leased  Premises  to base  building  condition.  Upon expiry of the Lease or any
renewal  thereof,  the Tenant shall leave the Leased  Premises in vacant,  broom
swept  condition,  and in the "as is' condition that they took occupancy  except
for normal wear and tear.

NON-DISTURBANCE:

At the request of the Tenant,  the Landlord will use its  reasonable  efforts to
obtain a Non-Disturbance  Agreement from any lender of the Project or subsequent
lender on that lender's then current  standard form  Non-Disturbance  Agreement.
All costs  incurred by the  Landlord  in seeking to obtain such  Non-Disturbance
Agreement  (including legal costs,  administration  fees owing to the lender and
the Landlord's reasonable administration fee) shall be paid by the Tenant to the
Landlord forthwith upon demand. For purposes of this provision, it is understood
and agreed that the Landlord  will not be  obligated  to obtain  Non-Disturbance
Agreements from any financial  institution so long as the financing held by such
institution is in place solely to evidence the respective  ownership interest or
the entities comprising the Landlord.


<PAGE>



                                   SCHEDULE G

                     SECURITY INTEREST - REMEDIES ON DEFAULT




<PAGE>


                                   SCHEDULE H

                           CONTENTS OF LEASED PREMISES


The following Schedule H is referred to in Clause 9.07, ENVIRONMENTAL ISSUES, in
the Lease.

All contents and materials,  other than standard office  furnishings,  stored in
the Leased Premises are as follows:

(PLEASE INCLUDE, IN DETAIL, ALL MATERIALS,-POLLUTANTS, INCLUDING BUT NOT LIMITED
TO,  CHEMICALS  AND  RELATED  ITEMS  THAT ARE USED  AND/OR  STORED IN THE LEASED
PREMISES)

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<PAGE>


                                   SCHEDULE I

                     ARTICLE 16.00 ADDENDUM (ORBITOR DRIVE)

16.01     DEFINITIONS- In this Lease:

         (a)      "ADDITIONAL RENT" means all sums, however  described,  payable
                  by the Tenant under this Lease, other than Basic Rent, whether
                  payable to the Landlord or others.

         (b)      "BUILDING"  means that  portion of the  Condominium,  the unit
                  number of which  corresponds to the Building number set out in
                  paragraph  4 of the Term Sheet,  Level Nos. A to 3  inclusive,
                  and containing the Leased Premises.

         (c)      "COMMON  ELEMENTS" means the Common Elements as defined in the
                  Declaration and  Description of the Condominium  together with
                  all common areas and utilities  from time to time furnished or
                  designated  by the  Landlord  for the use in  common,  in such
                  manner as the Landlord may permit,  of tenants of the Landlord
                  in the  Condominium.  Common Elements shall include both those
                  Common Elements  located in or appurtenant to the Building and
                  serving the Building (the "Building Common Elements) and those
                  Common  Elements  not located in the  Building and serving the
                  whole  of  the   Condominium,   including  the  Building  (the
                  "Condominium  Common  Elements");  The  definition  of  Common
                  Elements  contained  in  Schedule  B of the  Lease  is  hereby
                  deleted and replaced with the foregoing definition.

         (d)      "CONDOMINIUM" means Peel Condominium Corporation No. 431.

         (e)      "CONDOMINIUM  ACT" means the Condominium Act, R.S.O.  1990, c.
                  C.26,  as amended,  or any statute that replaces or supersedes
                  the Condominium Act.

         (f)      "CONDOMINIUM  DOCUMENTS" means the  Declaration,  Description,
                  and By-Laws of the Condominium as originally registered and as
                  modified or added to from time to time.

         (g)      "CONDOMINIUM UNIT(S)" means the unit(s) in the Condominium.

         (h)      "GROSS  RENTABLE AREA" of the Leased  Premises means the total
                  of:  (i) the  Rentable  Area of the Leased  Premises;  (ii) an
                  allocation, as determined by the Landlord's Consultants,  of a
                  portion of the square footage of the Building  Common Elements
                  based  upon the ratio  which the  Rentable  Area of the Leased
                  Premises  bears  to the  total  of the  Rentable  Areas of all
                  Rentable Premises in the Building; and (iii) an allocation, as
                  determined by the  Landlord's  Consultants of a portion of the
                  square footage of the Condominium Common Elements,  based upon
                  the ratio which the Rentable Area of the Leased Premises bears
                  to the total of the Rentable Areas of all Rentable Premises in
                  the Condominium.

         (i)      "GROSS  UNIT  AREA" of the  Unit  means  the  total of (i) the
                  Rentable  Area of the Unit;  (ii) the Unit  Common  Area;  and
                  (iii)  an   allocation,   as  determined  by  the   Landlord's
                  Consultants  of  a  portion  of  the  square  footage  of  the
                  Condominium  Common  Elements,  based upon the ratio which the
                  Rentable  Area of the Unit bears to the total of the  Rentable
                  Area of all Condominium Units in the Condominium.

         (j)      "LEASED PREMISES" means, in addition to the definition thereof
                  in Schedule B of the Lease, the Tenant's  Proportionate  Share
                  of the  Unit's  appurtenant  common  interest  in  the  Common
                  Elements as set out in the Condominium Documents.

         (k)      "OPERATING  COSTS"  of the  Unit  means,  in  addition  to the
                  definition  thereof  contained in Schedule B of the Lease, the
                  aggregate of:

<PAGE>

                  (i)      the common  expenses for the Unit, as  established by
                           the Condominium  from time to time in accordance with
                           the Condominium Documents and the Condominium Act;

                  (ii)     any separate  contribution to the condominium reserve
                           fund made by the  Landlord  with  respect to the Unit
                           and not included in the common expenses for the Unit;

                  (iii)    any  costs,  charges  and  expenses  charged  to  the
                           Landlord  by the  Condominium  on account of the Unit
                           and not  included  by the  Condominium  in the common
                           expenses for the Unit; and

                  (iv)     any costs, expenses, fees, rentals and disbursements,
                           of every nature and kind,  paid for or incurred by or
                           on behalf of the Landlord,  determined  for each year
                           of the  Term on  either  a cash or  accrual  basis as
                           determined  by  the  Landlord,   in  respect  of  the
                           complete   maintenance,    repair,   operation,   and
                           management  of the  Leased  Premises  which  are  not
                           included  in the  Condominium  budget  as part of the
                           Common Expenses.

         (l)      "UNIT"  means that  Condominium  Unit owned by the Landlord in
                  which the Leased Premises are located.

         (m)      "UNIT  COMMON  AREA" means that area which is a portion of the
                  square footage of the Building Common Elements,  as determined
                  by the Landlord's  Consultants  based upon the ratio which the
                  Rentable  Area of the Unit bears to the total of the  Rentable
                  Areas of all Condominium Units in the Building.

16.02 ACCESS TO COMMON ELEMENTS - Notwithstanding the provisions of Section 5.04
of the Lease,  neither  the  Tenant  nor its  employees  and  invitees  shall be
entitled to use those areas designated in the Condominium Documents as exclusive
use Common Elements for Condominium Units other than those comprising the Leased
Premises.  The Tenant and its  employees  and invitees  shall be entitled to the
exclusive  use and  benefit  of any of the  Common  Elements  designated  by the
Condominium  Documents  as exclusive  use Common  Elements for the Unit or Units
comprising the Leased Premises.

16.03  HAZARDOUS  USE - The  reference  in  Section  5.05  of the  Lease  to the
Landlord's  insurance and Insurers shall be deemed to include the  Condominium's
insurance and insurers.

16.04  BUILDING  SERVICES AND  MAINTENANCE -  Notwithstanding  the provisions of
Sections  6.02 and 6.03 of the Lease and  subject to the  provisions  of Section
16.24 hereof,  the Tenant  acknowledges and agrees that it is the responsibility
of the Condominium to provide the building services and facilities enumerated in
Section  6.02  and  to  operate,  maintain,  repair  and  replace  the  systems,
facilities and equipment  enumerated in Section 6.03. The Landlord agrees to use
commercially  reasonable  efforts to ensure that the  Condominium  complies with
such obligations.

16.05  ALTERATIONS/RENOVATIONS  BY  CONDOMINIUM  - The Tenant  acknowledges  and
agrees that the Condominium reserves the right at any time and from time to time
to make changes in, additions to,  subtractions  from or  rearrangements  of the
Condominium, including, without limitation, all improvements at any time thereon
to the  Common  Elements,  all  entrances  and  exits  thereto  and all  parking
facilities;  to  grant,  modify  and  terminate  easements  or other  agreements
pertaining to the use and  maintenance of all or parts of the Common Elements to
close all or any  portion of the Common  Elements  to such  extent as may in the
opinion of the  Condominium's  solicitors be necessary to prevent accrual of any
rights to any persons  therein and to make  changes or  additions  to the pipes,
conduits,  utilities  and other  necessary  Condominium  services  in the Leased
Premises which serve other premises.  The Tenant further acknowledges and agrees
that so long as the  Condominium  shall  not  unreasonably  interfere  with  the
Tenant's  business in the Leased  Premises more than is reasonably  necessary in
the conduct of such changes,  additions,  subtractions  or  rearrangements,  the
Tenant  shall not have any right to object to or to make any claim on account of
the exercise by the  Condominium  of its rights under this  Section  16.05,  nor
shall the Tenant be entitled to any abatement of Rent  therefor  notwithstanding
any change in the size of the Common  Elements,  any nuisance,  inconvenience or
loss  to,  interference  with  or  obstructions,  interruption,  dislocation  or
suspension  of any  utilities  or the use of the  Common  Elements.  The  Tenant

<PAGE>

acknowledges  and agrees that the Renovation Work referred to in Section 6.04 of
the Lease may be  carried  out by the  Condominium  and that the  provisions  of
Section 6.04 shall apply to such  Renovation  Work earned out by the Condominium
mutatis mutandis.

16.06  ACCESS BY LANDLORD  AND  CONDOMINIUM  - The  reference to the Landlord in
Section  6.05 of the Lease  shall be  deemed to  include  the  Condominium,  its
employees and agents.

16.07 CONTROL BY CONDOMINIUM - The references to the Landlord in Section 6.09 of
the Lease shall be deleted and the word  "Condominium"  shall be substituted for
the word "Landlord' wherever it appears in this Section.

16.08 PROPERTY TAXES - Property Taxes shall include those Property Taxes levied,
charged,  imposed or assessed against the Condominium or against the Landlord on
account of its ownership of or an interest in the Condominium.

16.09 UTILITIES -  Notwithstanding  the provisions of Section 7.01 of the Lease,
in the event that public utilities supplied to the Leased Premises are billed to
the Condominium,  the Tenant shall pay the Tenant's  Proportionate  Share of any
such public  utilities and the allocation or apportionment by the Condominium of
the cost of  utilities  supplied  to the  Leased  Premises  shall be  conclusive
evidence of the apportionment of such charges.

16.10 ALTERATIONS BY TENANT - Notwithstanding  the provisions of Section 7.04(b)
of the Lease, any change,  addition and/or  improvement to be made by the Tenant
shall also require the prior  written  consent of the  Condominium  and any such
change,   addition  and/or  improvement  affecting  the  Building's  electrical,
mechanical and/or  structural  components shall only be performed by contractors
selected by the Landlord  ("Landlord's  Contractors")  or by the Condominium and
the  insurance  coverage  referred  to in  Section  7.04 (d) shall also name the
Condominium as an additional Insured.

16.11 ROOF-  Notwithstanding  the  provisions of Section 7.09 of the Lease,  the
Tenant  shall also  require  the  written  consent of the  Condominium  prior to
installation  of any equipment upon the roof of the Building,  which consent may
be arbitrarily  withheld,  but if given shall be subject to whatever  conditions
the Condominium, in its sole discretion, deems necessary in the circumstances.


16.12 REPAIRS AND MAINTENANCE -  Notwithstanding  the provisions of Section 7.06
and Schedule "E" - "Possession and Restoration" of the Lease:

         (a) the Tenant  shall,  at its cost,  maintain,  repair and replace the
         Leased Premises,  all Leasehold  Improvements and all apparatus therein
         in good order and condition and in compliance  with the  obligations of
         the  Landlord  to  repair  and  maintain  the same as  outlined  in the
         Condominium Documents;

         (b) a  representative  of the  Condominium  may from time to time enter
         upon the Leased  Premises  to inspect  the  Leased  Premises  and their
         condition  and to inspect  any work done by the Tenant  both during the
         course of such work and following completion thereof; and

         (c) if the Tenant  fails to perform any  obligation  under this Section
         16.12, then on not less than 5 days' notice to the Tenant, the Landlord
         may enter the  Leased  Premises  and  perform  the  obligation  without
         liability to the Tenant for any loss or damage  thereby  incurred.  The
         Tenant shall promptly after receiving the Landlord's  invoice  therefor
         reimburse  the  Landlord  for all costs  incurred  by the  Landlord  in
         performing  the  obligation  plus  20% of the  cost  for  overhead  and
         supervision.

16.13  MAINTENANCE OF SERVICES - The Landlord and the Condominium shall have the
right to use,  install,  maintain  and  repair  pipes,  wires,  ducts  and other
installations in, under or through the walls,  ceilings and floors of the Leased
Premises  for or in  connection  with the supply of any services or utilities to
the Leased  Premises or to any part of the  Condominium and the right to do such
work in the Leased  Premises as the  Landlord  and/or the  Condominium  may deem
necessary to preserve or protect the Leased  Premises or the Condominium and for
such purposes  shall be entitled to enter or authorize any other person to enter
the Leased Premises.

<PAGE>

16.14 TAXES PAYABLE BY LANDLORD - Notwithstanding the provisions of Section 8.01
of the Lease, it is understood and agreed by the Tenant that the  responsibility
for paying the taxes referred to in Section 8.01 is that of the  Condominium and
that payment of such taxes by the Condominium  shall satisfy the requirements of
Section 8.01.

16.15 LANDLORD'S  INSURANCE - Notwithstanding  the provisions of Section 9.01 of
the  Lease,  it is  understood  and  agreed  by  the  Tenant  that  the  primary
responsibility for placing the insurance coverage referred to in Section 9.01 is
that of the  Condominium  and that placement of such insurance as is required by
the Condominium Act by the Condominium shall satisfy the requirements of Section
9.01.

16.16 INSURANCE TRUST  AGREEMENT - The Tenant  acknowledges  and agrees that the
Condominium  and  accordingly,  the Leased  Premises and the Common Elements are
subject to an insurance trust agreement.

16.17 TENANT'S INSURANCE - The policies of insurance referred to in Sub-Sections
9.02 (a),  (c), (d), (e) and (f) of the Lease shall also contain a waiver of the
insurer's right of subrogation as against the Condominium.

16.18  LIMITATION OF LIABILITY AND INDEMNITY - The  limitation of the Landlord's
liability  contained  in  Section  9.05 of the  Lease and the  indemnity  of the
Landlord by the Tenant  contained in Section 9.06 of the Lease shall be extended
to include  the  Condominium,  its  agents  and  employees  in  addition  to the
Landlord, its agents and employees.

16.19 DAMAGE AND DESTRUCTION -Notwithstanding the provisions of Article 10.00 of
the Lease:

         (a) The Tenant  acknowledges  and agrees that the  obligation to repair
         and rebuild after damage or  destruction  as set forth in Article 10.00
         is that of the Condominium and the Landlord  covenants and agrees to do
         all work that is its  responsibility  to restore and rebuild the Leased
         Premises with all due  diligence,  subject to the provisions of Article
         10.00.

         (b)  Notwithstanding  the foregoing  provisions,  in the event that the
         Condominium  determines that there has been  substantial  damage to the
         Condominium in accordance with the  Condominium  Act, and the owners of
         the Condominium  subsequently elect to terminate the Condominium,  this
         Lease  shall  thereupon  terminate  and  neither  party  shall have any
         further liability each to the other. The Tenant acknowledges and agrees
         that the Landlord  shall not be liable to the Tenant for the failure to
         repair the Leased  Premises caused by actions not within the Landlord's
         control,  including  the  actions  of the  Condominium,  its  board  of
         directors and managing agents.

         (c) It is understood  and agreed that the  Condominium is not obligated
         to rebuild the  Condominium or any part thereof in accordance  with the
         original plans and  specifications.  No damages,  compensation or claim
         whatsoever  shall be payable by the  Landlord  or the  Condominium  for
         inconvenience,  loss of business or  annoyance  or other loss or damage
         whatsoever   arising  from  the   occurrence  of  any  such  damage  or
         destruction  of the Leased  Premises or of the  Condominium  and/or the
         repair or restoration of same.

16.20 TRANSFERS BY LANDLORD - Any reference in Article 13.00 of the Lease to the
Project  shall  include  only those Units in the Project  which are owned by the
Landlord.

16.21 PROCEEDS OF INSURANCE - Notwithstanding the provisions of Section 16.18 of
the  Lease,  in the event of damage or  destruction  occurring  by reason of any
cause in respect of which proceeds of insurance substantially  sufficient to pay
for the cost of rebuilding or making fit the  Condominium or the Leased Premises
are not  payable to or  received  by the  Condominium,  or in the event that any
mortgagee or other person  entitled  thereto shall not consent to the payment to
the  Condominium of the proceeds of any insurance  policy for such purpose,  the
Landlord may terminate  this Lease  forthwith on written  notice given within 30
days after the occurrence of such damage or destruction.

<PAGE>

16.22 COMPLIANCE WITH CONDOMINIUM ACT - The Tenant's right to use and occupy the
Unit and the Common Elements shall be subject and subordinate in all respects to
the provisions of the Condominium  Act, the Condominium  Documents and the rules
and regulations which the board of directors of the Condominium may from time to
time  pass and  enforce  including  all rules and  regulations  attached  to and
forming part of this Lease.  The Tenant  acknowledges and agrees that failure on
its part,  or on the part of guests,  visitors  and any other  person or persons
occupying the Leased  Premises with the consent of the Tenant from time to time,
to comply with the Condominium Act, the Condominium  Documents and the rules and
regulations,  shall constitute a material breach of this Lease and shall entitle
the Landlord to apply for an order  terminating the tenancy hereby created.  The
Tenant shall  indemnify  and hold  harmless  the  Landlord  from and against any
damages,  direct  or  indirect,  incurred  by the  Landlord  as a result  of the
non-compliance  by the  Tenant  and by any of the  aforesaid  persons  with  the
provisions of the Condominium  Act, the Condominium  Documents and the rules and
regulations as hereinbefore described.

16.23  EXCLUSIVE  USES - The Tenant  acknowledges  and agrees that the  Landlord
shall  have the  right,  in its sole and  uncontrolled  discretion,  to sell any
Condominium  Unit to any party upon terms pursuant to which the purchaser of any
such  Condominium  Unit shall have the exclusive  right in  connection  with the
Condominium,  to carry on a specified use, business,  or undertaking,  and/or to
sell  specified  goods or  services  as  provided  (the  "Exclusive  Use"),  and
furthermore acknowledges that all such Exclusive Uses and the rights to use same
shall be  incorporated in the Condominium  Documents.  The Tenant  covenants and
agrees that it shall not under any circumstances  have the right to carry on any
use,  business,  or  undertaking  which is designated as an Exclusive Use, or to
sell in,  on, or about  the  Leased  Premises,  as part of the  business  of the
Tenant, any goods or services directly in competition with an Exclusive Use. The
Landlord  acknowledges  and agrees that the Tenant's  proposed use of the Leased
Premises  as set out in the  Term  Sheet  is not now,  and  shall  not be in the
future, designated as an Exclusive Use.

16.24 FAILURE OF  CONDOMINIUM  TO PERFORM - The Landlord shall not be liable for
damages  sustained by the Tenant or anyone claiming through the Tenant resulting
from the action or inaction of the Condominium,  its representatives,  its board
of directors and/or its managing agent, or for the failure of any one or more of
them to provide heat,  electricity,  water, sewer or any other service mentioned
herein. The Landlord,  however, agrees to use commercially reasonable efforts to
obtain from the  Condominium on behalf of the Tenant,  all services to which the
Landlord is entitled as owner of the Leased Premises.

16.26  TRANSFER - The Tenant shall not effect a Transfer of this Lease or of all
or part of the  Leased  Premises  without  first  having  obtained  the  written
agreement of the proposed  Transferee to comply with the  Condominium  Documents
and the  Tenant  shall  pay to the  Landlord  any legal  fees and  disbursements
charged by the  Condominium's  solicitors in connection  with a consent given by
the Landlord to a Transfer.

16.26  CONFLICT - The Tenant  acknowledges  and agrees  that where any  conflict
occurs  between the  provisions or terms of this Lease and the  Condominium  Act
and/or  the  Condominium  Documents,  the  Condominium  Act and the  Condominium
Documents shall govern.

16.27 RADIO AND  TELEVISION - No radio or  television  or other  similar  device
shall be installed by the Tenant in or about the Leased  Premises  without first
obtaining  in each  instance  the  Landlord's  consent in writing.  No aerial or
satellite receiver or dish shall be erected on the roof or exterior walls of the
Condominium, or within the Leased Premises without in each instance, the written
consent of the Landlord and the Condominium.

16.28 PEST  EXTERMINATION  - The Tenant shall use at the Tenant's cost such pest
extermination  contractor as the Landlord or the  Condominium  may direct and at
such intervals as the Landlord may require.

16.29  COMPLETION  OF  CONDOMINIUM  - The Tenant  shall not  interfere  with the
completion of other premises or Condominium Units, or the Common Elements in the
Condominium  by the  Landlord.  Until  the  Condominium  is  completed  and  all
Condominium Units are sold, the Tenant acknowledges and agrees that the Landlord
and the  Condominium may make such use of the Condominium as may facilitate such
completion  and  sale,  including,   but  not  limited  to  the  maintenance  of

<PAGE>

sales/administration  offices and model units,  the display of  promotional  and
sales signs and the inspection of Condominium Units by prospective purchasers or
tenants.

16.30  TENANT  PARTNERSHIP  - If  the  Tenant  is  a  Partnership  (the  "Tenant
Partnership"),  each person who is presently a member of the Tenant  Partnership
and each  person  who  becomes  a member  of any  successor  Tenant  Partnership
hereafter, shall be and continue to be liable jointly and severally for the full
and  complete  performance  of, and shall be and  continue to be subject to, the
terms, covenants and conditions of this Lease, whether or not such person ceases
to be a member of such Tenant Partnership or successor Tenant  Partnership,  and
after the Tenant Partnership ceases to exist.

16.31 NO PARTNERSHIP - By entering into this Lease, 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 a joint venturer or a member of a joint  enterprise
with the Tenant,  nor is the relationship of principal and agent created between
the Landlord and the Tenant.