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                                                                   Exhibit 10.46

                                OFFER TO LEASE

PREMISES       1.1     The undersigned

                                 CARETEL INC.

                       (hereinafter called the "Tenant")
 
               hereby offers to lease from

                                 GRADUATE HOLDINGS LIMITED
                                 and SAMUEL SARICK LIMITED
 
                       (hereinafter called the "Landlord")

through J.J. BARNICKE LIMITED,  Real Estate Broker, those certain premises
(hereinafter called the "Demised Premises") in the building known as 95 Barber
Green Road, Suite 104 and 105, (the "Building"), together with any other
buildings in the development (the "Complex") in the CITY OF NORTH YORK, PROVINCE
OF ONTARIO, which demised premises are shown outlined in red on Schedule "A",
hereto attached, and which Demised Premises contain an area not to exceed 3,150
square feet rentable.

TERM           2.   The Lease shall be for a period of five (5) years computed
               from the Lease Commencement Date (as hereinafter defined). The
               Lease Commencement Date shall be the latter of 1. The date of the
               Landlord's certificate specifying that Lease Commencement work
               (as defined in Schedule "B" attached hereto) has been
               substantially completed, or 2. January 1, 1995.

RENT           3.1  Yielding and Paying therefor yearly and every year during
               the Term hereby granted the following sum of lawful money of
               Canada as an annual minimum rental (the "Minimum Rental"),
               without deduction, abatement or set-off, together with additional
               rental reserved in the Lease:

               3.11 The Minimum Rental for the whole term shall be Twelve
                    Thousand six hundred ($12,600) plus G.S.T. per annum payable
                    in equal consecutive monthly installments of One thousand
                    and fifty dollars ($1,050) plus G.S.T., on the first day of
                    each month during such Period, based on a rate of Four
                    Dollars ($4.00) per square foot per annum.

               3.12 The rental area of the leased premises, and any other area
               of the building of which the leased premises forms a part, which
               is required to be measured for the purpose of any calculation
               pursuant to this Offer, and any lease shall be measured in
               accordance with the method set out in the Lease. The decision of
               the Landlord's architect shall be final and binding, and the rent
               and any other amounts payable by the Tenant to the Landlord shall
               be adjusted pursuant to such final area measurement, and shall be
               made retroactive to the commencement date.
 
RENTAL AND
SECURITY
DEPOSIT        4.   The Landlord acknowledges receipt of a deposit in the amount
               of $2,100 plus 7% G.S.T., representing two months Minimum Rent,
               of which the sum of $11,123.50 is to be applied against the last
               month's Minimum Rent when the same falls due and the remainder
               against the first month's Minimum Rent when the same falls due.
               In the event that this Offer is not accepted the deposit shall be
               returned to the Tenant without interest or deduction.

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               Not withstanding the above, the Tenant shall occupy the Leased
               Premises totally Rent Free from November 1, 1994 to December 1,
               1994 (the "Rent Free Period").

RENEWAL        5. Landlord covenants with Tenant that if Tenant duly and
               regularly pays the rent and performs all of the covenants,
               provisos and agreements on the part of Tenant to be paid and
               performed in the Lease, and provided the Tenant is not then in
               default under the terms of the Lease, Landlord, at the expiration
               of the Term and upon Tenant's written request, mailed by
               registered post, return receipt requested, to, or delivered to,
               Landlord and received by Landlord at lease nine (9) months prior
               to the expiration of the Term, grant to Tenant a renewal lease of
               the Demised Premises on an "as is" basis for a further term of
               five (5) years upon the same terms and conditions except as to
               further renewal term and except to Minimum Rent, which Minimum
               Rent is to be the then fair market Minimum Rent on a net carefree
               basis (the "Renewal Minimum Rent") for the Demised Premises at
               the commencement of the renewal term. If the parties are unable
               to agree as to Renewal Minimum Rent, such Renewal Minimum Rent
               shall be determined by arbitration. It is agreed that whether
               such Renewal Minimum Rent is agreed upon or determined by
               arbitration, such Renewal Minimum Rent shall in no event provide
               for a Minimum Rent in an amount less than the Minimum Rent, for
               the last year of the Term. Pending agreement of the parties as
               to, or as to the determination by arbitration of the Renewal
               Minimum Rent, Tenant shall continue to pay the Minimum Rent for
               the last year of the Term, and upon agreement or determination by
               arbitration as aforesaid shall commence to pay the Renewal
               Minimum Rent retroactive to the commencement of the renewal term.
               Any underpayments by the Tenant shall be adjusted retroactive to
               the commencement of the renewal term.

COMMON
DRIVEWAY
AND
PARKING        6. The Tenant shall have the right at all times with others
               entitled thereto (subject to the right of the Landlord from time
               to time in its discretion to be reasonably exercised to designate
               those parts of the parking areas which are to be utilized by the
               Tenant) to use the common driveways and parking areas appurtenant
               thereto, provided that the Landlord shall have the right to make
               such changes, improvements or alterations as the Landlord may,
               from time to time, decide in respect of the common outside areas,
               including the right to change the location and layout of the
               parking areas.

IMPOSSIBILITY
OF
PERFORMANCE    7. It is understood and agreed that whenever and to the extent
               that Landlord shall be unable to fulfill or shall be delayed or
               restricted in the fulfillment of any obligation hereunder in
               respect of the supply or provision of any service or utility or
               by the doing of any work or the making of any repairs by reason
               of being unable to obtain the material, goods, equipment, service
               or labour required to enable it to fulfill such obligation, or by
               reason of any Statute, Law or Order in Council, or any regulation
               or Order passed or made pursuant thereto, or by reason of the
               Order or Direction of any Administrator, Comptroller, Board,
               Governmental Department or Office, or other authority required
               thereby, or by reason of any other cause beyond its control,
               whether of the foregoing character or not, Landlord shall be
               relieved from the fulfillment of such obligation and Tenant shall
               not be entitled to compensation of any inconvenience, nuisance or
               discomfort thereby occasioned.

USE OF
PREMISES       8. The Demised Premises shall not be used for any purpose other
               than: offices and monitoring centre and electronic equipment
               maintenance.

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NET LEASE      9. It is the intention of this Offer to Lease that the Lease to
               be signed by Tenant shall be a net carefree Lease to Landlord and
               without limiting the generality of the foregoing, Tenant shall be
               required to pay the following charges and expenses in addition to
               Minimum Rent.
              
               a.   all realty taxes and all other assessments and duties,
                    including local improvements, levied against Tenant's
                    leasehold improvements and the Demised Premises, including
                    business taxes, capital taxes and value added taxes;

               b.   it's proportionate share of all realty taxes, an all other
                    assessments and duties, including local improvements, levied
                    against the building, or the complex, if applicable, in
                    which the Building forms a part and the lands adjacent
                    thereto;

               c.   all water, gas and electric rates, and insurance premiums 
                    with respect to the Demised Premises;

               d.   its proportionate share of all costs with respect to the
                    maintenance, operation, repair, replacement and upkeep of
                    the Building, or the Complex, if applicable, in which the
                    Building forms a part and the common areas including,
                    without limiting the generality of the foregoing, all
                    insurance placed from time to time by Landlord in connection
                    therewith together with an administrative fee of fifteen
                    percent of the aggregate of all such costs, described in
                    this paragraph 10(d); and

               e.   all charges for heating and air-conditioning the Demised
                    Premises (charges will be prorated if the unit serves more
                    than one premise).

REPAIR         10. Tenant covenants to repair the Demised Premises (reasonable
               wear and tear, damage by fire, lightning and tempest and repair
               to inherent structural defects in the Demised Premises not caused
               or contributed to by Tenant only excepted).

ASSIGNMENT
SUBLET         11. Tenant shall not assign the Lease or sublet or part with
               possession of all or part of the Demised Premises without the
               prior written consent of Landlord, which consent, subject to
               Landlord's right to terminate the Lease, shall not be
               unreasonably withheld. There shall be no change in the effective
               voting control of Tenant without the prior written consent of
               Landlord, which consent shall not be unreasonably withheld.

SIGNS          12. The Landlord shall provide the Tenant with identification
               posted on any directory boards in the Building denoting
               tenancies. The Landlord will provide the Tenant with the Building
               standard suite number on or beside entrance doors. The Tenant
               may, upon receiving the Landlord's approval, such approval not
               unreasonably withheld, install an identification sign on or
               beside its entrance door provided no holes are drilled into the
               door. All further signage is subject to the Landlord's consent,
               which consent may be unreasonably withheld and subject to
               obtaining all municipal consents.

ALTERATIONS    13.1 Tenant shall not undertake any alterations in or to the
               Demised Premises or any part thereof without obtaining the prior
               written consent of the Landlord which consent shall not be
               unreasonably withheld, provided any alterations shall be made by
               contractors approved by the Landlord and provided further that
               such consent may be withheld if Landlord has not received plans
               showing the proposed alterations and requisite permits
               authorizing such alterations. No alterations of a structural
               nature may be undertaken. Tenant shall forewith pay as additional
               rent, all fines, costs and expenses incurred by Landlord in
               connection with Tenant's failure to obtain all requisite permits.

               13.2 All Tenant's mechanical work to be done by Landlord's 
               mechanical contractor at Landlord's expense as per Schedule "B".

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                    13.5  All electrical work that requires access into
                    Landlord's electrical room shall be completed by Landlord's
                    electrician at Tenant's expense, provided such costs are
                    competitive and the work is other than that outlined in
                    Schedule "B".

WINDOW
COVERINGS           14.   In the event the Tenant chooses to place window 
                    coverings upon the interior of the windows of the Demised
                    Premises, they shall be of such material and style as
                    approved by Landlord for the entire Building. The window
                    coverings installed shall remain the property of the
                    Landlord.

STRUCTURAL
REPAIRS             15.   Landlord covenants during the Term of the Lease to
                    make structural repairs at his own expense save as otherwise
                    provided, to the exterior walls, foundation and structure of
                    the Building, or the Complex, if applicable, excluding the
                    roof of the Building, or the Complex, if applicable, caused
                    by structural defects or weaknesses. Provided, however, any
                    structural damage caused or contributed by the misconduct or
                    negligence of Tenant, its agents, servants, invitees or
                    those for whom Tenant is at law responsible shall be
                    repaired by Landlord at the expense of Tenant.

STANDARD LEASE
FORM                16.   Tenant and the Indemnifier, if any, shall execute and 
                    Tenant shall deliver to Landlord within fifteen (15) days
                    after receipt thereof by Tenant, Landlord's standard form of
                    Lease incorporating the terms herein set forth subject to
                    reasonable amendments proposed by the Tenant's solicitor.

LANDLORD'S
WORK                17.1  Landlord shall complete the work described in Schedule
                    "B", attached hereto at Landlord's cost (Landlord's Work at
                    Landlord's Cost).

                    17.4  The Tenant will not bring upon the Demised Premises or
                    any part thereof any machinery, equipment, article or thing
                    that by reason of its weight, size or use might damage the
                    floors of the Demised Premises, and that if any damage is
                    caused to the Demised Premises by any machinery, equipment,
                    article or thing or by overloading or by any act, neglect or
                    misuse on the part of the Tenant or any of its servants,
                    agents or employees or any person having business with the
                    Tenant, the Tenant will forthwith repair the same or pay to
                    the Landlord the cost of making good the same.

ROOF OPENING        18.   The Tenant shall not install any exhaust hood or
                    exhaust duct work through the roof of the Leased Premises or
                    the Development. The Landlord will provide all openings on
                    the roof of the Leased Premises and structural supports, in
                    such locations as designated on the Tenant's Plans as
                    approved by the Landlord for the purpose of the installation
                    of the Tenant's heating, ventilation and air-conditioning
                    system, all at tenant's sole cost and expense, without mark-
                    up, but including any of the Landlord's engineering fees and
                    costs.

ENTRY BY
LANDLORD            19.   The Tenant acknowledges the Landlord's advice that the
                    Landlord may be maintaining in and about the Demised
                    Premises, utility meters, sprinkler lines and or riser
                    stations, electrical and mechanical distribution
                    installations which may be required in order to service not
                    only the Demised Premises but other parts of the Building of
                    which the Demised Premises form a part. In this regard, the
                    Tenant agrees that it shall be lawful, for the Landlord and
                    its agents to enter upon the Demised Premises in order to
                    carry out such repairs to such installations as may be
                    required and in order to facilitate the utilization of

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                    such installations for the benefit of tenants occupying
                    other portions of the building of which the demised premises
                    form a part.

REGISTRATION        21. Tenant covenants and agrees not to register this Offer
                    to Lease or notice thereof at any time and, if registered by
                    Tenant for whatever reason, Landlord shall have the option
                    to terminate the Agreement resulting from the acceptance of
                    this Offer to Lease. Tenant shall not register the Lease.
                    However, Tenant may register a Notice of Lease for the
                    purpose of registration, provided such Notice of Lease shall
                    describe the parties, the Demised Premises, the Term of the
                    Lease and any renewals. Such Notice of Lease shall be
                    prepared by Tenant's solicitors, and shall be subject to the
                    prior written approval of Landlord and its solicitors, at
                    Tenant's expense and shall be registered at Tenant's
                    expense.

NO
REPRESENTATION      22. It is agreed that there are no covenants,
                    representations, agreements, warranties or conditions in any
                    way relating to the subject matter of the Offer to Lease,
                    whether expressed or implied, collateral or otherwise,
                    except those set forth herein.

NO
ASSIGNMENT
OF THIS
AGREEMENT           23. The Agreement resulting from the acceptance of this
                    Offer to Lease shall not be assigned by or otherwise
                    transferred by Tenant.

TIME OF
ESSENCE             24. Time shall be of the essence.

LANDLORD'S
ACCEPTANCE          25. This Offer shall be irrevocable by Tenant and shall be
                    open for acceptance by Landlord for two (2) days from the
                    date of submission hereof, after which time, if not
                    accepted, this offer shall be null and void and all monies
                    paid hereunder shall be returned to the Tenant as aforesaid.

                    26. Schedules A and B form part of this Offer to Lease.

                        IN WITNESS WHEREOF, the parties have executed and sealed
                        this Offer.

                        DATED at North York this 1st day of September, 1994

SIGNED, SEALED AND DELIVERED  ) CARETEL INC.
in the presence of:           ) per:
                              )
                              )
                              )
                              ) /s/ Leonard Wechsler
                                -----------------------------------------
                              )         AUTHORIZED SIGNING OFFICER

                              The Landlord accepts the above Offer to Lease 
this 13th day of September, 1994, and agrees to pay J.J. BARNICKE LIMITED a fee 
of $6,700.00 plus G.S.T. upon the Tenant taking possession of the Premises.

                              ) GRADUATE HOLDINGS LIMITED
                              )
                              )
                              )                        (Landlord)
                              ) Per /s/ Sam Young
                                -----------------------------------------

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<PAGE>
 
                          AUTHORIZED SIGNING OFFICER

The Tenant acknowledges receipt of a fully executed Offer to Lease this ___ day
of 1994.

                                  CARETEL INC
                                  per:



                                  ___________________________________
                                  AUTHORIZED SIGNING OFFICER

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                                 SCHEDULE "A"

This schedule contains a diagram which is the floor plan.

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                                 SCHEDULE "B"

Landlord shall at his own expense perform the following work prior to November 
1, 1994:

1.   Install 28-ounce commercial grade carpet rated for 10 year use by 
     manufacturer on all floors except as described in paragraph 2 below.
2.   Install VCT tile in workshop, storage, washrooms and vestibule areas.
3.   Paint the premises throughout with Tenant's choice of colours.
4.   Repair or replace all soiled and broken ceiling tiles and light fixtures 
     and clean lenses as required.
5.   Install vertical blinds on all exterior windows.
6.   Install kitchen sink, counter and cupboards as per SCHEDULE "A."
7.   Remove electrical distribution panel from present location in Suite 104 and
     install inside the Emergency Response Centre ("ERC") subject to review by
     our electrician.
8.   Construct all walls and supply doors complete with hardware as per 
     attached preliminary plan (SCHEDULE "A").
9.   All walls and floor assemblies of the ERC to be constructed and/or upgraded
     to 2-hour fire-rated slab to slab, ceiling 2 1/2" concrete on metal pan, as
     is.
10.  Install acoustic insulation in workshop wall as noted on SCHEDULE "A.".
11.  Walls for the storage room to be constructed on top of the carpeting.
12.  Washroom complete with fixtures (2 pc.) to be constructed within ERC and a 
     six foot counter with cabinets below, next to the washroom.
13.  A door leading from expansion office into ERC at the Tenant's option.

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                                 SCHEDULE "C"

MISCELLANEOUS TERMS.

1.   See page 1 of offer.
2.   The final space plan shall be a revised version of attached Schedule "D,"
     such revision to incorporate reasonable changes as proposed by the Tenant's
     Architect and as approved by Landlord.
3.   The Landlord will not unreasonably withhold its consent if the Tenant
     requires the installation of antennae, uninterrupted power supply/
     generator, or other equipment and devices necessary to conform to ULC
     Standards, to Landlords installation specifications.
4.   Landlord to provide 24-hour HVAC to the premises at no additional cost 7 
     days a week.
5.   Tenant to have free access to parking for ten (10) spots.

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