2 **1.2****Grant of License**     For a fee of $1,064 per month, payable monthly in advance, the Licensor licenses to theLicensee the Offices.**1.3****Services**     Each of the Licensor and the Licensee further agrees to provide its Services to the otherat the rates set forth in Schedule B, payable monthly in arrears.**1.4****Common Facilities**     The Licensee shall have for itself and its officers and employees, the non-exclusive andnon-transferable right of access over the Common Facilities.**ARTICLE 2****LICENSEE’S AGREEMENTS****2.1****Cancellation of Insurance**     The Licensee will not by its act or omission cause any policy of insurance relating to thePremises to be cancelled or the premium thereon increased or the Premises to be madeuninsurable.**2.2****Licensee’s Insurance**     The Licensee will place and maintain or cause to be placed and maintained such insurancerelated to its property and personnel at the Premises as a prudent licensor of the Premiseswould carry, in such amounts and of such types as the Licensor, acting reasonably, may considerreasonable and as may be customary in similar business operations.     Should the Licensee fail to maintain any of the insurance required pursuant to thisSection 2.2 and should such default continue for three business days after notice to theLicensee, then in addition to any other rights and remedies, the Licensor may, but shall haveno obligation to, elect to obtain the required insurance and the Licensee shall upon demandpay to the Licensor, the Licensor’s cost of obtaining such insurance.     The Licensee hereby releases the Licensor from any and all liability arising from damagefor which the Licensee is required to insure hereunder notwithstanding that such damagearises from the negligence of the Licensor or someone for whom the Licensor is in lawresponsible.**2.3****Licensee’s Repairs**     The Licensee will make good to the reasonable satisfaction of the Licensor all damagehowsoever caused to the Premises by the Licensee or the Licensee’s officers, servants,employees, agents or invitees and, at the expiration or sooner determination of the licenseprovided for herein, the Licensee will vacate and deliver up to the Licensor the Offices inas good a state of repair and condition (reasonable wear and tear excepted) as at the datehereof to the reasonable satisfaction of the Licensor having removed all of the Licensee’sproperty and goods therefrom.
 

 
 3 **2.4****Keep Clean**     The Licensee will keep the Offices clean and free of refuse and other obstructions andwill comply with any laws governing the cleanliness of the Premises.**2.5****Nuisance**     The Licensee will not by its act or omission permit anything to occur in the Premisesthat is or results in a nuisance. The use of the Premises by the Licensee for the purposespermitted under this Agreement is deemed not to be a nuisance.**2.6****Comply With Laws**     Subject to the exceptions set out in this paragraph, the Licensee will promptly complywith the requirements of all laws at any time in force during the term of this Agreement thataffect the condition and use of the Premises and with every applicable requirement of theCanadian Fire Underwriters’ Association or any body having similar functions or any fire orliability insurance company by which either the Licensor or the Licensee may be insuredduring such term. The Licensee is required to comply with such requirements only insofar asnon-compliance may arise out of the specific use being made of the Offices by the Licenseeand not if the Premises fail to comply with such requirements at the commencement of the termof this Agreement or if non-compliance with such requirements affect the Premises as a wholeor arises out of some default in the performance of the requirements of the Licensor.**2.7****Use**     The Premises may be used by the Licensee solely for use as offices to carry on itsmarket research and analytics business.**2.8****Assignment and Sublicensing**     The Licensee shall not assign or sublicense all or any part of its interest in theOffices or otherwise part with or share possession of the Offices.**2.9****Alterations**     The Licensee shall not make any alterations, additions or changes in or to the Offices.**2.10****Liability**     Unless such personal injury, death or property damage occurs as a result of the willfulact or negligence of the Licensor or those for whom it is in law responsible, the Licensorwill not be liable for any personal injury, death or property damage sustained by theLicensee or its officers, employees, agents or those doing business with it in the LicensedArea.
 

 
 4 **2.11****Compliance With Rules**     The Licensee will observe and conform to all rules and regulations laid down from timeto time by the Licensor in connection with the proper management and use of the Offices andthe Common Facilities.**2.12****Notice of Damage**     The Licensee shall promptly notify the Licensor of any accident, defect, damage ordeficiency which occurs or exists in any part of the Offices and which come to the attentionof the Licensee.**2.13****Entry To Inspect**     The Licensor and its representatives will be permitted to enter the Offices to inspecttheir condition and for the purpose of doing any work which the Licensor may wish to perform.**ARTICLE 3****TERMINATION****3.1****Termination on Notice**     The Licensor (Decima Inc.) may terminate this Agreement, including the license providedfor herein, at any time upon delivery of 30 days’ prior written notice to the Licensee.**3.2****Termination On Default**     If any of the following shall occur: (a) the Licensee violates or fails to perform and observe any of the terms,covenants or conditions of this Agreement and fails to cure the default within 15days after notice of such default is given by the Licensor;  (b) the Licensee becomes insolvent, or is adjudged bankrupt, or requests ageneral extension of credit or any execution or attachment issues against it andis levied against its merchandise or assets;  (c) the Licensee makes an assignment for the benefit of creditors, or gives achattel mortgage or assignment or deed or conditional bill of sale or bill ofsale conveying its merchandise or assets in bulk;  (d) a receiver or receivers is appointed for the Licensee’s business and isnot discharged within 30 days;  (e) the Licensee permits any other person or persons, firm or corporation totransact the Licensee’s business in the Offices, other than as employees of theLicensee; or  (f) the Licensee vacates or abandons the Offices,
 

 
 5 then the Licensor shall have the right to terminate this Agreement, including the licenseprovided for herein, immediately by written notice to the Licensee.**ARTICLE 4****GENERAL****4.1****Notice**     Notices or demands required or permitted to be given by this Agreement must be inwriting and given by delivery or by facsimile to the parties at the following addresses, orto such other addresses as may from time to time be designated by the parties in writing. Anynotice so given will be considered to have been given and received on the date of suchdelivery or transmission.   (a) Licensor’s Address:     2345 Yonge Street  Toronto, ON M4P 2E5   (b) Licensee’s Address:     2345 Yonge Street  Toronto, ON M4P 2E5**4.2****Benefit And Bind**     This Agreement is binding upon and enures to the benefit of the Licensor and theLicensee and their respective successors and assigns, provided that the Licensee may notassign this Agreement.     The parties have executed this Agreement.         **DECIMA RESEARCH INC.**           Per: \s\ illegible             Name: Michel Lucas      Title: Partner           **WESTMOUNT DECISION SCIENCE INC.**         Per: \s\ illegible             Name: Terry Sweeney      Title: Director     Per: \s\ illegible             Name: David Pye      Title: Director  
 

 
**SCHEDULE A****LOCATION OF OFFICES****[see attachment]****Two offices, approximately 130 sq ft. each, south west corner of Decima office suite 405.**
 

 
**SCHEDULE B****SERVICES**            **Monthly** **Estimated** **Estimated****Services of Licensor** **Rate** **Usage** **monthly cost**Admin and AcctgSupport/*hour* $50.00  10 $500Computer Support/*hour* $65.00  5 $325Rent/*sq ft* $2.66  400 $1,064Office Insurance/*sq ft* $0.55  400 $220Furniture & EquipmentRental/*# of employees* $41.66  2 $83Internet Access/*# ofemployees* $18.61  3 $56Bell CanadaServices/*# ofemployees* $50.00  3 $150Office EquipmentUsage/*# of sheets* $0.09  400 $36 Total       $2,434   **Monthly** **Estimated** **Estimated****Services of Licensor** **Rate** **Usage** **monthly cost**Angela Duvall Support/*hour*$40.00 10$400 Total       $400