Exhibit 10.6.21
 DECIMA RESEARCH INC.
LEASE FROM
160 ELGIN LEASEHOLDS INC.
FOR PREMISES AT
160 ELGIN STREET, SUITES 100, 110,
1800, 1801 AND 1802, OTTAWA, ONTARIO




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TABLE OF CONTENTS
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th
 BETWEEN:
    
    160 ELGIN LEASEHOLDS INC. (the Landlord), a corporation duly
incorporated under the laws of Canada, and having a place of
business at Suite 500, 3625 Dufferin Street in the City of
Toronto, Province of Ontario,AND:
    
    DECIMA RESEARCH INC. (the Tenant), a company duly incorporated
under the Laws of Ontario, having a place of business at 160
Elgin, Suite 1800, in the City of Ottawa, Province of Ontario.
 In consideration of the rents and agreements hereinafter contained, the parties agree to lease the
Premises on the following terms:
 LEASEARTICLE 1: SUMMARY PROVISIONS
    
    SECTIONS1.1
    
    Premises: That certain office space currently identified as
Suite 1800, Suite 1801 and Suite 1802 containing 19,209.4
square feet of Gross Rentable Area (the 18th Floor
Premises) and that part of the ground floor of the building
designated as Suite 100 and Suite 110 containing 7,429 square
feet of Gross Rentable Area (Ground Floor Premises) in the building
known as 160 Elgin, located in the City of Ottawa, Province of
Ontario (the 18th Floor Premises and the Ground Floor
Premises collectively called the Premises). The Premises are shown
in that approximate location outlined in heavy black on Schedule A
and A-1.
    
    
    3.11.2
    
    Term: Ten (10) years.
    
    
    3.11.3
    
    Commencement Date: March 1, 20061.4
    
    Expiry Date: February 28, 20161.5
    
    Minimum Rent: means an amount per square foot per annum of theGross Rentable Area of the Premises, as follows:
    
    
    4.1
 (i)
    
    18th Floor Premises:(a)
    
    for the period commencingMarch 1, 2006 until February 28, 2011: $19.50 per sq. ft.:AND(b)
    
    for the period commencingMarch 1, 2011 until February 28, 2016:$20.50 per sq. ft.:(ii)
    
    Ground Floor Premises(a)
    
    for the period commencingMarch 1, 2006 until February 28, 2016:$17.00 per sq. ft.:
 1.6
    
    Proportionate Share of Operating Expenses: 2.7% subject to
adjustment once verified in accordance with this Lease.
    
    
    4.1, 6.1




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LEASEARTICLE 1: SUMMARY PROVISIONS
    
    SECTIONSFor purposes of information and without representation or
guarantee, the estimated annual rate for Operating Expenses
for the 2006 operating year is Nine Dollars and Thirty-Three
Cents ($9.33) per square foot of the Gross Rentable Area of
the Premises, subject to adjustment by Landlord.1.7
    
    Proportionate Share of Taxes: 2.7% subject to adjustment once
verified in accordance with this Lease.
    
    
    4.1, 5.2For purposes of information and without representation or
guarantee, the estimated annual rate for Taxes for the 2006
operating year is Nine Dollars and Fourteen Cents ($9.14)
peer square foot of the Gross Rentable Area of the Premises,
subject to adjustments by Landlord.1.8
    
    Charges for Utilities: The charge for utilities is included in
the Operating Expenses charged to Tenant. However in connection with
the Ground Floor Premises the cost of electricity and other utilities
may be established by separate meter readings, as detailed in
Section 6.2.
    
    
    4.1, 6.21.9
    
    Authorized Use: Offices only for Tenants current activities at
the time of the execution of this Lease and no other use, and subject
to exclusivities granted or to be granted to third party tenant.
    
    8.1
Schedule B -
Section 21.10
    
    Addresses for Notices:
    
    
    17.121.11
 To Landlord:
    
    160 Elgin Leaseholds Inc. 
Suite 500, 3625 Dufferin Street 

Toronto, ON M3K 1N4

Attention: Leasing Coordinator 

Fax: (416) 398-0040with a copy to:H&R Property Management Ltd.

200 Bouchard Boulevard 

Dorval, QC H9S 1A8

Attention: Lease Administration 

Fax: (514) 631-4646To Tenant:
    
    Decima Research Inc. 
160 Elgin Street, Suite 1800

Ottawa, ON K2P 2P7

Attention: Michel Lucas 

Fax: (613) 230-4341
 1.12
    
    Broker: N/A1.13
    
    Security Deposit: N/A1.14
    
    Indemnifier(s): N/A1.15
    
    Special Conditions:
    
    Article 18
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LEASEARTICLE 1: SUMMARY PROVISIONS
    
    SECTIONS18.1
    
    Unitholder Liability18.2
    
    Ground Floor Premises Rules and Regulations18.3
    
    After Normal Business Hours18.4
    
    First Right  Other 18th Floor Premises18.5
    
    Option to Extend18.6
    
    Exterior Signage18.7
    
    Parking18.8
    
    Landlords Right to Revoke18.9
    
    Right to Terminate18.10
    
    Fixturing Period  Ground Floor Premises Only18.11
    
    AllowanceThe provisions of this Article 1 summarize certain terms of
the Lease which are more fully described in the balance of
the Lease and form an integral part of the Lease. In the
event of a conflict or inconsistency between the provisions
of Article 1 and the balance of the Lease, the provisions of
the balance of the Lease shall prevail. Capitalized terms
shall have the meanings set forth in Schedule B or
otherwise defined in the body of the Lease.
 ARTICLE 2: INTENT AND INTERPRETATION
 Net Lease
  Reasonableness
  Entire Agreement
  5




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ARTICLE 3: LEASE OF PREMISES
 Lease of Premises
  Measurement of Premises and Rent Adjustment
   RIDER PAGE 3A
 Rider to Section 3.2
  Common Areas
  (a)
    
    The purposes for which they are intended; and(b)
    
    during such hours as they may be available, as determined by Landlord.
  Condition of Premises
  6




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SEE RIDER PAGE 4A
 Relocation of Premises
  ARTICLE 4: RENT
 Rent
  (a)
    
    the Minimum Rent;(b)
    
    the Proportionate Share of Operating Expenses;(c)
    
    the Proportionate Share of Taxes;(d)
    
    all other taxes payable to Landlord in accordance with Section 5.4; and(e)
    
    the aggregate of:
 (i)
    
    the charges for utilities in accordance with Section 6.2;(ii)
    
    the charges for any additional services provided by Landlord at
the request of Tenant; and(iii)
    
    such other costs, charges, amounts and expenses as are
required to be paid by Tenant to Landlord under the Lease.
 Rider To Section 3.4
  General
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(a)
    
    Tenant shall pay the Rent to Landlord immediately when due, without Notice or
demand, and without deduction, set-off, compensation, or abatement, except as expressly
provided in this Lease, in lawful money of Canada, at the address mentioned in
Section 1.10 or such other address or Person as may be designated by Landlord. For
greater certainty, Tenant expressly waives and renounces any and all future claims or
rights or set-off or compensation against any Rent;(b)
    
    Tenant shall pay items of Rent of a recurring nature (including without
limitation the Minimum Rent, the Proportionate Share of Operating Expenses, the
Proportionate Share of Taxes and the charges for utilities) in advance on the first day
of each month of the Term, subject to the provisions of Sections 4.2(g), 5.2, 6.1 and
6.2; Tenant shall pay all other items of Rent 5 business days of the delivery of an
invoice therefor;(c)
    
    Tenant shall pay interest at the Prime Rate, applicable at the date of Tenants
default, plus 3% per annum on all arrears of Rent for the period of time any Rent
remains unpaid;(d)
    
    In the event that Tenant fails to pay any item of Rent on its due date for any
2 months (which do not have to be consecutive) during any Rental Year, Tenant agrees to
pay to Landlord for such delay, in addition to the interest owed pursuant to
Section 4.2(c), a sum equivalent to 15% of any such amounts then in default, which
amount the parties agree is a genuine pre-estimate of the damages that may be
reasonably anticipated to be suffered by the Landlord as a result of such default.
Such amount shall be payable by Tenant whether or not such default is remedied prior to
the claim for such liquidated damages;(e)
    
    Tenant shall upon Landlords request:
 (i)
    
    deliver to Landlord a series of postdated checks covering the
Minimum Rent and Additional Rent for the first twelve (12) months of the Lease.
Thereafter, one (1) month prior to each anniversary of the Lease, the Tenant
shall deliver twelve (12) other postdated checks covering the Minimum and the
Additional Rent for the following twelve (12) months; or(ii)
    
    pay the Minimum Rent and the Additional Rent by means of
pre-authorized monthly payments in accordance with the provisions of
Schedule E annexed hereto.
 (f)
    
    Landlord shall determine Operating Expenses and Taxes without duplication in
accordance with generally accepted accounting principles consistently applied for the
real estate industry;(g)
    
    Landlord may estimate items of Additional Rent of a recurring and variable
nature and advise Tenant in writing thereof. Tenant shall pay to landlord the amounts
so
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estimated in equal consecutive monthly installments in advance over each Rental Year
or a portion thereof; in the case of Taxes, however, Tenant shall pay to Landlord the
full amount of such estimate in equal consecutive monthly installments commencing with
the first month following such estimate and terminating on the tax due date or
Specified Date;
 (h)
    
    Within 180 days after the expiry of each Rental Year, Landlord shall delivery
to Tenant a statement issued by Landlord of the items of Additional Rent of a recurring
and variable nature and of the amounts of the Tenants proportionate share thereof for
such rental year. If Tenant has paid more than such statement specifies, Landlord
shall, at its sole discretion, apply the excess, without interest, to next accruing
months installment of Rent or to other amounts owing by Tenant or refund the excess
(unless Tenant is then in monetary default under any term or condition of this Lease)
without interest or if Tenant has paid less than such statement specifies, Tenant shall
pay the deficiency, any such adjustment amounts to be applied or paid within 5 business
days after delivery of Landlords statement;(i)
    
    The obligations of the parties to pay any amount of Rent or to adjust pursuant
to the preceding sub-paragraph (h) for the final Rental year shall survive the
expiration of the Term;(j)
    
    If the Commencement Date is not the first day of a calendar month or if the
Expiration date is not the last day of a calendar month, Rent for the relevant part of
the month shall be prorated on a per diembasis;(k)
    
    Notwithstanding any contrary provisions of the Lease, if, at any time during a
Rental Year, the Building is not one hundred percent (100%) occupied and operational,
the Landlord shall have the right to increase those items of Operating Expenses which
vary with the extent of the occupancy or use of the rentable premises in the Building
(including without limitation, cleaning costs, supplies, garbage removal, etc.) to such
an amount, as in the reasonable estimation of Landlord, would have been incurred if the
Building were one hundred percent (100%) occupied and operational for the entire Rental
Year and the amount of such increase shall be included in the Operating Expenses. In
no event however, shall Tenant have to pay an amount higher than it would have paid if
the Building had been fully occupied and operational.(l)
    
    Landlord shall in its determination of Operating Expenses and Taxes make such
allocations and attributions in respect to various components of the Building as may be
necessary and reasonable.
 ARTICLE 5: TAXES
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Landlords Responsibility to Pay Taxes
  Tenants Proportionate Share of Taxes
   Contestation of Taxes
   Sales Taxes
  Tax Indemnification
  ARTICLE 6: OPERATING EXPENSES AND UTILITIES
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Tenants Proportionate Share of Operating Expenses
  Utilities
 SEE RIDER PAGE 7A
 RIDER TO SECTION 6.2
 th
 ARTICLE 7: SERVICES AND OPERATION OF BUILDING
 Services to Premises
  (a)
    
    heating, ventilation and air-conditioning as required for the comfortable use
and occupancy of the Premises during Normal Business Hours; such services to the
Premises outside of Normal Business Hours shall be available in two (2) hours
increments, at Tenants sole expense and in accordance with Landlords prevailing
rates; notwithstanding the foregoing, the Tenant shall pay to the Landlord, as
Additional Rent, the costs of all chilled or condenser water supplied to the Premises,
at the rate established from time to time by the Landlord, at its discretion;(b)
    
    cleaning services; and(c)
    
    utilities for lighting and equipment.
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(a)
    
    elevators as set forth in Schedule C;(b)
    
    washroom facilities;(c)
    
    heating, ventilation, air-conditioning, lighting and cleaning in the
appropriate interior portions of the Common Areas;(d)
    
    snow removal and landscape maintenance for the appropriate exterior portions of
the Common Areas;(e)
    
    exterior window washing;(f)
    
    replacement of tubes and ballasts; and(g)
    
    garbage removal.
   (a)
    
    obstruct or close off all or any part of the Building for the purpose of
maintenance, repair, alteration or construction;(b)
    
    regulate the delivery or shipping of supplies and fixtures to the leased premises;(c)
    
    construct other buildings, structures or improvements in the Building and make
alterations and additions to the Building (excluding the Premises) and its Common
Areas; and(d)
    
    relocate or modify certain Common Areas.
 Interruption of Services
  SEE RIDER PAGE 9A.
 ARTICLE 8: USE OF PREMISES
 Use
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(i)
    
    avoiding the appearance and impression generally created by vacant space;(ii)
    
    facilitating the leasing of vacant space in the Building and the lease renewals
of existing tenants;(iii)
    
    maximizing the rents payable to the Landlord both by existing tenants and new
tenants of the Building; and(iv)
    
    maintaining the character, quality and image of the Building.
 SEE RIDER PAGE 9A & 9B
 Rider to Section 7.4
  Rider to Section 8.3
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(i)
    
    Tenant shall give Landlord not less than one hundred eighty (180) days prior
written notice of its intention to Cease Conducting Business (Notice);(ii)
    
    Landlord shall have the right to enter that portion of the Premises so vacated
(Vacated Premises) to show same to prospective lessees and such access shall not
constitute a breach of Tenants quiet enjoyment nor in any way limit or affect Tenants
obligations hereunder which shall continue throughout the Term;(iii)
    
    such right to Cease Conducting Business shall be subject to there being no
risk of the resulting cancellation of or material adverse change in any insurance
coverage related to the Vacated Premises;(iv)
    
    Tenant shall be responsible to pay any additional or increased insurance costs
resulting from tenants election to Cease Conducting Business;(v)
    
    Tenant shall take all such steps as may be reasonable necessary or required by
Landlord to maintain security in respect of the Vacated Premises;(vi)
    
    Tenant shall continue to perform all other obligations under this Lease
notwithstanding that Tenant is no longer occupying the Vacated Premises;(vii)
    
    Landlord shall have the right to access the Vacated Premises at any time,
without having to provide notice, notwithstanding any provision in this Lease requiring
notice to be provided prior to access by Landlord, to inspect same and same shall not
constitute a breach of quiet possession or entitle Tenant to terminate this Lease or
any damages.
 RIDER PAGE 9B
 (viii)
    
    at Landlords option, Tenant shall have an employee or other person approved by
Landlord to attend at the Vacated Premises regularly to inspect same and effect such
maintenance, repairs or replacements as may be required under this Lease.
  14




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(c)
    
    Tenant acknowledges that notwithstanding the rights granted to Landlord pursuant to this
section, such rights shall be exercised in landlords sole discretion and there shall be no
implied obligation on landlord to market or re-let the Vacated Premises.
 ARTICLE 9: INSURANCE AND NON-LIABILITY
 Tenants Insurance
   (a)
    
    all risks (including flood and earthquake) coverage for property of every
kind owned by Tenant or for which Tenant is legally liable or installed by or on behalf
of Tenant and which is located within the Building, including, without limitation, all
of Tenants furniture and movable equipment and all leasehold improvements and other
improvements, in an amount not less than the full replacement cost thereof;(b)
    
    all risks Tenants legal liability in an amount not less than the full
replacement cost of the Premises, including loss of their use;(c)
    
    comprehensive, general liability insurance including, but not limited to
property damage, public liability, personal injury liability, contractual liability,
non-owned automobile liability and contractors protective insurance coverage, all on
or an occurrence basis with respect to the use, occupancy, activities or things on the
Premises and with respect to the use and occupancy of any other part of the Building by
Tenant or any of its employees, agents, contractors or persons for whom tenant is in
law responsible with coverage of not less than Five Million Dollars ($5,000,000.00) for
each occurrence involving bodily injury, death or property damage (or for such higher
limits as Landlord may reasonable require from time to time);(d)
    
    business interruption insurance in such amounts as will reimburse Tenant for
direct and indirect loss of earnings attributable to the perils insured against in
subparagraph 9.1(a) and other perils commonly insured against by prudent tenants; and
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(e)
    
    such other coverage as Landlord, the Trustee or the Mortgagee may require
having regard to the risks which are customarily insured against by prudent tenants of
like premises.
 Such insurance shall include:
 (aa)
    
    Landlord, the Trustee and any Mortgagee designated by Notice
from Landlord together with those for whom they are in law responsible as
additional insureds as their respective interest may appear;(bb)
    
    a severability of interests and cross-liability clauses
protecting Landlord in respect of claims by Tenant as if Landlord was
separately insured;(cc)
    
    a provision prohibiting the insurer from or canceling the
coverage without first giving Landlord at least 30 days prior Notice thereof;
and(dd)
    
    a waiver of any subrogation rights which Tenants insurers may
have against Landlord and against those for whom Landlord is in law
responsible.
  Increased Risk and Remedies
     16




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Loss or Damage
       17




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ARTICLE 10: TENANT RESPONSIBILITIES
 Maintenance and Repairs
    Landlords Approval of Tenants Improvements
  (a)
    
    such indemnification against liens, costs, damages and expenses and waivers by
persons who participate in the Improvements (including the renunciation by such Person
of any rights to register liens against the Building or any part thereof) as Landlord
requires, failing which Tenant shall furnish adequate security in an amount and form
required by Landlord to indemnify against liens, costs, damages, and expenses resulting
from such improvements; and(b)
    
    evidence satisfactory to Landlord that Tenant has obtained all necessary
consents, permits, licenses and inspections from all governmental and regulatory
authorities.
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(i)
    
    by such contractor(s), or sub-contractor(s) as Tenant may
select and Landlord may approve, provided however that Landlord shall not be
liable for any damage or other loss or efficiency arising from or through such
work. Each such contractor and sub-contractor shall be Tenants contractor and
sub-contractor and shall not be deemed to be Landlords mandatary. Tenant
hereby undertakes that there shall be no conflict caused with any union or
other contract to which Landlord, its contractor(s), or any sub-contractor(s)
may be a party, and in the event of any such conflict Tenant shall forthwith
remove from the Building Tenants conflicting contractor(s) or
subcontractor(s).(ii)
    
    in a good and workmanlike manner and in compliance with the
highest standards including those set by Landlord;(iii)
    
    in accordance with the drawings and specifications approved by
Landlord; and(iv)
    
    subject to the reasonable regulations, controls and inspection
of Landlord.
     SEE RIDER PAGE 14A
 Ownership of Improvements
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Tenant Discharge All Liens
  Tenant Not to Overload Utilities and Services
  Termination of Lease
   SEE RIDER PAGE 14A
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Rider to Section 10.2
 (c)
    (i)
    
    Tenant shall pay Landlord forthwith on demand all charges as determined and allocated by
Landlord, acting reasonably, in respect of all special services provided to or for the benefit
of Tenant beyond building standard services, the costs for which are included in Operating
Expenses, such special services including, without limitation, charges for security, hoisting,
supervision, waste removal and receiving, storing and handling materials and articles.(ii)
    
    Landlord shall have the right, to be exercised by written notice to Tenant, to
require that Landlord be the exclusive supplier, at Tenants expense, of such materials
or services for Tenant in respect of the Premises and the Project not otherwise
expressly provided for in this Lease as Landlord may designate from time to time
(Services) including, without limitation: replacement of tubes, bulbs and ballasts;
waste removal; any services requiring drilling or otherwise penetrating floors, walls
and ceilings; and locksmithing and security arrangements. If Landlord does not require
that it be the supplier of Services, only persons approved by Landlord, acting
reasonably, may supply Services to Tenant but subject to reasonable rules and
regulations established by Landlord.(iii)
    
    Landlord shall not be liable for any damages caused in performance of any
maintenance or cleaning provided hereunder, no matter how caused, whether by negligence
or otherwise. Landlord shall not be liable for any indirect or consequential damage
arising from any default in or failure to perform any such maintenance or cleaning.(d)
    
    
    Unless otherwise expressly agreed between Landlord and Tenant to the contrary in respect of
any specific matter from time to time, all work performed and materials supplied by Landlord
for Tenant or otherwise respecting the Premises pursuant to the provisions hereof or otherwise
shall be paid for by Tenant to landlord forthwith upon demand at Landlords cost for the same
plus fifteen percent (15%) for inspection, supervision and overhead.
 Rider to Section 10.6
  21




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Exterior Appearance of Premises
  Obligation Towards Other Tenants and Users of the Building
  Fire Protection
  ARTICLE 11: DAMAGE, DESTRUCTION, EXPROPRIATION
 Damage or Destruction of Premises
  (a)
    
    if in the opinion of Landlord the damage or destruction is such that the
Premises are rendered wholly unfit for occupancy or it is impossible or unsafe to use
and occupy them, and if in either event the damage, in the further opinion of Landlord
(which shall be given by Notice to Tenant within a reasonable delay of the happening of
such damage or destruction) cannot be repaired with reasonable diligence within 180
days from the happening of such damage or destruction, either Landlord or Tenant may
within 5 days next succeeding the giving of Landlords opinion as aforesaid, terminate
this Lease by giving to the other Notice of such termination, in which event the Term
shall cease and be at an end as the date of such damage or destruction and the Rent
shall be apportioned and paid in full to the date of such damage or destruction. In
the event that neither Landlord nor Tenant so terminates this Lease, Rent shall abate
from the date of the happening of the damage until the damage shall be mad good to the
extent of enabling Tenant to use and occupy the Premises; or(b)
    
    if the damage be such that the Premises are wholly unfit for occupancy, or if
it is impossible or unsafe to use or occupy them but if in either event the damage, in
the opinion of Landlord (which shall be given by Notice to Tenant within 30 days from
the happening of such damage) can be repaired with reasonable diligence
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within 180 days
of the happening of such damage, Rent shall abate from the date of the happening of
such damage until the damage shall be made good to the extent of enabling Tenant to use
and occupy the Premises; or(c)
    
    if in the opinion of Landlord, the damage can be made good as aforesaid within
180 days of the happening of such damage or destruction, and the damage is such that
the Premises are capable of being partially used for the purposes for which leased,
until such damage has been repaired, Rent shall abate in the proportion that the part
of the Premises rendered unfit for occupancy bears to the whole of the Premises.
 Destruction of Building
  Insurance Proceeds
  Tenants Property
  Negligence or Tenant
 (a)
    
    Subject to Section 11.5(b), if any damage or destruction by fire or other cause
to the Building or Premises, whether partial or not, is due to the fault or negligence
of Tenant, its officers, agents, employees, servants, or visitors without prejudice to
any other rights and remedies of Landlord;
 (i)
    
    Subject to Section 11.5(b), Tenant shall be liable for all
costs and damages;
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(ii)
    
    Subject to Section 11.5(b), the damages may be repaired by
Landlord at Tenants expense;(iii)
    
    Tenant shall forfeit its right to terminate the Lease as
provided in Section 11.1(a); and(iv)
    
    Tenant shall forfeit any abatement of Rent provided in this
Article 11 and Rent shall not abate.
 (b)
    
    SEE RIDER PAGE 16A
 RIDER PAGE 16A
 (b)
    
    Notwithstanding the foregoing, to the extent only that Landlord is insured and
receives insurance proceeds, Landlord releases Tenant, its servants, agents, officers,
employees, or visitors from damage or destruction caused by the negligence of Tenant,
its servants, agents, officers, employees or those for whom Tenant is in law
responsible.
 Expropriation
  ARTICLE 12: LANDLORDS RIGHT OF ENTRY
 Entry by Landlord
  24




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(a)
    
    to examine the Premises;(b)
    
    to make such repairs as Landlord, acting reasonably, considers necessary;(c)
    
    to have access to underfloor ducts and access panels to mechanical shafts;(d)
    
    to check, calibrate, adjust and balance controls and other parts of the heating
or air conditioning systems; and(e)
    
    for any other purpose necessary to enable Landlord to perform its obligations
or exercise its rights under the Lease.
   Right to Show Premises
  ARTICLE 13: ASSIGNMENT OR SUBLETTING
 Assignment or Subletting
  (a)
    
    Landlord is not satisfied with the creditworthiness, reputation or business of
the proposed assignee or subtenant; or(b)
    
    the assignee, subtenant or user proposed by Tenant is then a tenant or occupant
of the Building and Landlord has or will have during the next 6 months suitable space
for rent in the Building; or
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(c)
    
    the proposed assignee, subtenant or user intends to use the Premises to carry
on a business which could breach an exclusivity clause granted by Landlord.
 Other Conditions
  (a)
    
    Tenant shall have receive a bona fidethird party written offer from a
potential assignee, subtenant or user;(b)
    
    Tenant shall have provide to Landlord a true copy of such offer and adequate
information to enable Landlord to assess the creditworthiness, reputation and business
of the proposed assignee, subtenant or user;(c)
    
    Unless the proposed assignment or sublease is to a purchaser in conjunction
with the sale or transfer to such purchaser of one or more divisions of Decima Research
Inc., or an Affiliate as defined in Section 13-5, Tenant shall first offer to assign
its rights in the Lease or to sublet the Premises, as the case may be, to Landlord, on
the same terms and conditions as provided in the Lease with the exception of this
Article 13 and of any provisions of law requiring consent to any further sublease or
assignment by Landlord, which shall not apply; and(d)
    
    the proposed assignee, subtenant or user shall have agreed in writing with
Landlord (and in a form acceptable to Landlord) to observe the perform all the
obligations of Tenant under this Lease in respect of the Premises or the part thereof
which Tenant wishes to sublet, assign or use.
   26




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Change in Control
   Advertising of Premises
  RIDER
   ARTICLE 14: SUBORDINATION AND STATUS STATEMENT
 Subordination
  27




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Status Statement
 (a)
    
    Tenant, upon not less than 10 days prior Notice from Landlord, shall execute,
acknowledge and deliver to Landlord and, at Landlords request, addressed to any
prospective purchaser, ground or underlying lessor or creditor under a mortgage or
hypothec of the Building or the Land, a certificate of Tenant stating:
 (i)
    
    that Tenant has accepted the Premises, or, if Tenant has not
done so, that Tenant has not accepted the Premises and specifying the reasons
therefor;(ii)
    
    the Commencement Date and Expiration Date of the Lease;(iii)
    
    that the Lease is unmodified and in full force and effect, or
if there have been modifications, that the same is in full force and effect as
modified, and stating the modifications;(iv)
    
    whether or not there are then existing any defenses against the
enforcement of any of the obligations of Tenant under the Lease and, if so,
specifying the same;
 28




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(v)
    
    whether or not to the actual knowledge of Tenant, there are
then existing any defaults by Landlord in the performance of its obligations
under the Lease, and, if so, specifying the same;(vi)
    
    the dates, if any, to which the Rent and other charges under
the Lease have been paid; and(vii)
    
    any other information which may reasonably be required by any
such persons
  RIDER TO SECTION 14.2
 (b)
    
    Landlord at any time and from time to time, upon not less than ten (10) days
prior Notice from Tenant, shall execute, acknowledge and deliver to Tenant, or to
whomsoever Tenant may direct, a statement in writing stating that this Lease is
unmodified and in full force and effect (or if there has been modification, that the
same is in full force and effect as modified) and the date to which rents and other
monies payable under this Lease have been paid, and stating whether or not, to the best
knowledge of Landlord, Tenant is in default of any covenant, agreement or condition
contained in this Lease, and if so specifying each such default of which Landlord may
have knowledge, it being intended that any such statement delivered pursuant hereto may
be relied upon by an prospective interest in this Lease.
 Default
  (a)
    
    if any item of Rent is not paid on its due date;(b)
    
    if Tenant assigns, transfers or encumbers the Lease or sublets or permits the
use of the Premises by others except in a manner permitted in the Lease;(c)
    
    other than as expressly permitted under this Lease, if Tenant vacates or
abandons the Premises prior to the expiry of the Lease or fails to take possession of
the Premises as required by the Lease;(d)
    
    if the whole or a substantial portion of the property of Tenant on the Premises
is seized before or after judgment or taken in execution or attachment by a creditor of
Tenant or any third party;(e)
    
    if Tenant or the Indemnifier(s) (if any) makes an assignment for the benefit of
creditors; if a receiver-manager is appointed to control the conduct of the business
 29




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on or from the Premises; if Tenant or the Indemnifier(s) (if any) becomes bankrupt or
insolvent or takes the benefit of any act now or hereafter in force for bankrupt or
insolvent debtors; or if an order is made for the winding-up of Tenant or the
Indemnifier(s) (if any) and such order remains uncontested for 5 business days;(f)
    
    if Tenant is in default pursuant to another lease with Landlord or any of its
affiliates; or(g)
    
    if Tenant fails to perform any of its other obligations under the Lease and
fails to cure the default prior to the expiration of the time period set out in the
Notice of default sent by Landlord.
 Landlords Recourses
 Interest and Costs
 Right to Re-Enter
 Right to Relet
 (a)
    
    Landlord may make such alterations and repairs as may be necessary in order to
relet the Premises;(b)
    
    Landlord may relet the Premises for such term or terms (which ay be for a term
extending beyond the Term of this Lease) and at such rental or rentals and upon
 30




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such other terms and conditions as Landlord in its sole discretion may deem advisable;
 (c)
    
    all rentals received by Landlord from such reletting shall be applied;
 (i)
    
    first, to the payment of any indebtedness other than Rent due
hereunder from the Tenant to Landlord;(ii)
    
    second, to the repayment of any costs and expenses of such
reletting, including brokerage fees and solicitors fees and the costs of such
alterations and repairs;(iii)
    
    third, to the payment of Rent due and unpaid hereunder; and(iv)
    
    the residue, if any, shall be held by Landlord and applied in
payment of future Rent as the same may become due and payable hereunder.
  Legal Expenses
 Landlord May Perform Covenants
  31




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Landlord May Follow Chattels Landlord and Tenant Act
 Waiver of Exemptions
 ARTICLE
16  LANDLORDS SECURITY
  ARTICLE 17: MISCELLANEOUS
 Rules and Regulations
  Timeliness
 32




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No Tacit Renewal
  Successors
  Tenant Partnership
    No Waiver
  33




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Compliance With Laws
  Force Majeure
  Decision of Expert
  Notices
      
  34




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Registration
  Assignment by Landlord
  No Broker
  Governing Law
   Schedules
 35




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Schedule A and A-1
    
    Floor planSchedule B
    
    Defined TermsSchedule C
    
    Utilities and ServicesSchedule D
    
    Rules and RegulationsSchedule E
    
    Acceptance form
 ARTICLE 18: SPECIAL CONDITIONS
 Unitholder Liability
  Ground Floor Premises Rules and Regulations
  After Normal Business Hours
  36




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First Right  Other 18th Floor Premises
 th th th th th th th th
 th
 (i)
    
    the term of the lease for the Offered Premises shall commence on the date set
forth in Landlords Notice, and shall be coterminous with the Term of this Lease;(ii)
    
    all Rent (including Minimum Rent and all other amounts payable hereunder) shall
be payable commencing on the commencement date of the lease of such Offered Premises
and shall continue thereafter at all times throughout the term of such lease without
there being any period during which any such Rent shall not be payable;(iii)
    
    Tenant shall accept the Offered Premises in their existing condition and
Landlord shall not be required to perform any leasehold improvements or do any other
work in respect of the Offered Premises or pay any allowances or give any other
inducements to Tenant in respect thereof; and
 37




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(iv)
    
    for clarity, there shall be no right to terminate for such Offered Premises
notwithstanding that Tenant may still have the right to terminate this Lease in respect
of the Premises under Section 18.9.
  th th th
 Option to Extent
 (a)
    
    Subject to Section 18.8 below (other than 18.8(iii)) and the provisions of this
Section 18.5, Tenant shall have the option to extend the Term of this Lease for a
further term of five (5) years (the Extension Term). The Extension Term shall be on
Landlords then standard form of lease for the Building and it is understood and agreed
that: (i) there shall be no further right to extend after the expiry of the Extension
Term; (ii) the Minimum Rent shall be the current Market Rent as determined pursuant to
subsection 18.5(b); and (iii) there shall be no tenants allowance or rent-free period
for the Extension Term and the Premises shall be accepted by Tenant in as is
condition at the commencement of the Extension Term without landlord being required to
perform any work. Such right to extend shall be exercisable by written notice to
landlord by not later than twelve (12) months prior to the expiry of the original Term
hereof, failing which such right shall be null and void and forever extinguished.(b)
    
    The Minimum Rent for the Extension Term shall be the current market rent for
the Premises (Market Rent). As used herein, Market Rent means the annual rental
which could reasonably be obtained by Landlord for the Premises from a willing tenant
or willing tenants dealing at arms length with landlord in the market prevailing for a
term commencing on the relevant date, having regard to all relevant circumstances
including the size and location of the Premises, the facilities afforded, the terms of
the lease thereof (including its provisions for Additional Rent), and the leasehold
improvements therein, and disregarding Tenants trade fixtures and also disregarding
any deficiencies in the condition and state of repair of the Premises as a result of
Tenants failure to comply with its obligations hereunder in respect of the maintenance
and repair of the Premises, and having regard to rentals currently being obtained and
leasing inducements, if any (including leasehold improvement allowances, rent free
periods, lease takeovers), being paid for comparable space in the Building (if
applicable) and for
 38




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comparable space in other comparable class buildings comparably located to achieve
the face minimum rental rates in such comparable class buildings. The Market Rent
for the Extension Term shall be as agreed upon between Landlord and Tenant or,
failing agreement by Landlord and Tenant, by not later than three (3) months prior
to the expiry of the Term hereof, the Market Rent shall be established in the manner
set out in subsection 18.5(c). In the event that the Minimum Rent payable during
the Extension Term has not bee determined prior to the commencement of the Extension
Term, then until such determination has been made, Tenant shall pay Minimum Rent at
a rate equal to one hundred (100%) percent of the Minimum Rent payable during the
immediately preceding twelve (12) month period. Upon determination of the Minimum
Rent for the relevant Extension Term, either Landlord shall pay to Tenant any excess
or Tenant shall pay to landlord any deficiency in the payments of Minimum Rent
previously made by Tenant.(c)
    
    Landlord or Tenant (the Requesting Party) shall be entitled to notify the
other party hereto (the Receiving Party) of the name of an expert for the purpose of
determining the Market Rent. Within fifteen (15) days after such notice from the
Requesting Party, the Receiving Party shall notify the Requesting Party either
approving the expert proposed by the Requesting Party or naming another expert for the
purpose of determining the Market Rent. Should the Receiving Party fail to give notice
to the Requesting Party within the said fifteen (15) day period, the expert named in
the notice given by the Requesting Party shall perform the experts functions
hereinafter set forth. If Landlord and Tenant are unable to agree upon the selection
of the expert within fifteen (15) days after such notice from the Receiving Party to
the Requesting Party, then either party shall be entitled to apply to a court to
appoint an expert in the same manner as an arbitrator may be appointed by a court under
the Arbitrations Act of Ontario. The expert appointed, either by landlord and/or
Tenant or by a court, shall be qualified by education, experience and training to value
real estate for rental purposes in the Province of Ontario and have been ordinarily
engaged in the valuation of real property in the municipality in which the Building is
located for at least the immediately preceding five (5) years. Within thirty (30) days
after being appointed, the expert shall make a determination of the Market Rent, after
receiving evidence from both Landlord and Tenant. The cost of such determination shall
be borne equally by the parties. The determination of the expert as to the Market Rent
shall be conclusive and binding upon landlord and tenant and not subject to appeal.
 Signage
  39




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th
  (i)
    
    all costs incurred as a result of or respecting such Signs
including, without limitation, the cost of such Signs, all costs of
installation of such ?Signs and all fixtures, fittings and attachments in
association therewith (Fittings) including costs of any necessary changes to
the Building required to accommodate the same, and all costs of repair,
maintenance and replacements in respect of such Signs and Fittings;(ii)
    
    all necessary repairs, maintenance and replacements required to
the Building as a result of such Signs and Fittings;(iii)
    
    all damages caused by such Signs and Fittings;(iv)
    
    all taxes resulting from such Signs and Fittings; and(v)
    
    all costs of insurance premiums incurred for all insurance
carried by Landlord in its sole discretion, in respect of such Signs and
Fittings.
  Parking
 (a)
    
    Throughout the Term and any extension thereof pursuant hereto, Tenant shall have the right to
use (10) reserved spaces and, subject to subsection (b) below, up to fifteen (15)
 40




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unreserved spaces for parking automobiles (collectively, the Parking Spaces) in the
parking facilities at the Building (the Parking Garage), in such locations as designated
from time to time by Landlord or the operator of the Parking Garage (except that the ten
(10) reserved spaces shall continue to be located on Level C or below), and subject to the
terms set out below. For each of such Parking Spaces, Tenant shall pay to Landlord, whether
or not Tenant actually uses the Parking Spaces or any of them, the prevailing monthly rates
charged from time to time by Landlord or the operator of the Parking Garage for the use of
reserved and unreserved parking spaces respectively.
 (b)
    
    In connection with the fifteen (15) unreserved Parking Spaces only, Tenant shall have the
right to exercise by written notice to landlord not later than thirty (30) days prior to each
anniversary of the Commencement Date during the Term (including any Extension Term), to
designate the number of unreserved Parking Spaces, (up to fifteen (15) unreserved Parking
Spaces) that it will use during the next succeeding year, and Tenants liability to pay for
the use of such unreserved Parking Spaces in respect of that year shall be for that designated
number of Parking Spaces, and Tenant shall pay for such designated number of spaces whether or
not Tenant actually uses such designated number of spaces. Provided that it Tenant designates
less than fifteen (15) unreserved Parking Spaces in any year, and Tenant desires some greater
number of unreserved Parking Spaces, in any succeeding year, landlord shall be under no
obligation to provide same if such spaces are not available but shall use reasonable
commercial efforts to provide such additional unreserved parking spaces. If, at any
anniversary of the Commencement Date, Tenant does not designate a number of unreserved Parking
Spaces it will use during the next succeeding year, Tenants liability in respect of that year
shall be the number of unreserved Parking Spaces designated in the immediately preceding year.
For clarity, there shall be no right to adjust the ten (10) reserved Parking Spaces.
 (c)
    
    Tenant shall ensure that Landlord is at all time in possession of up-to-date information as
to the owner, license plate number and description of each automobile authorized to use such
Parking Spaces.
 (d)
    
    Landlord may from time to time make and amend such rules and regulations for the management
and operation of the Parking Garage as Landlord shall determine and Tenant and all persons
under its control, including without limitation all users of the Parking Spaces, shall be
bound by and shall comply with all of such rules and regulations of which notice is given to
Tenant from time to time and all of such rules and regulations shall be deemed to be
incorporated into and form a part of this Lease.
 (e)
    
    For emphasis only, and without affecting or limiting the meaning of any provision of this
Lease, it is agreed that the following sections of this Lease apply to the rights granted to
Tenant hereunder in respect of the Parking Spaces, namely Sections 9.3 (Loss or Damage)
and 9.4 (General Indemnification of Landlord).
 (f)
    
    If Tenant or any person permitted by Tenant to use any of the Parking Spaces fails to comply
with the provisions of this Lease in respect of the Parking Spaces, including without
limitation the rules and regulations from time to time applicable to the Parking
 41




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##### 



Garage, then Landlord shall have the right to terminate or suspend the privileges of the
offending party to use the Parking Garage, provided that the exercise of such right by
Landlord shall not limit or affect the obligation of Tenant hereunder to pay for all parking
Spaces.(g)
    
    No motor vehicle other than a private passenger automobile, station wagon or van shall be
parked on or in any part of the Common Facilities of the Project, including without limitation
the Parking Garage, nor shall any repairs other than emergency repairs immediately necessary
for operation of a vehicle be made to any motor vehicle in or on any of the Common Facilities,
including without limitation the Parking Garage, and no motor vehicle shall be driven on any
part of the Common Facilities other than on a driveway or in the Parking Garage.
 (h)
    
    It is understood and agreed that Landlord is not responsible for theft of or damage to the
vehicle or its equipment or articles left in the vehicle.
 (i)
    
    it is understood and agreed that no vehicle powered by propane, hydrogen or natural gas are
allowed in the garage.
 Landlords Right to Revoke
  Right to Terminate
  42




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Fixturing Period  Ground Floor Premises Only
  Allowance
 (a)
    
    Provided this Lease has been executed by each of the parties, Landlord agrees to provide
Tenant with the following leasehold improvement allowance (plus applicable taxes), as follows:
 i.
    
    in connection with the Ground Floor Premises, an amount equal to Fifteen
Dollars ($15.00) per square foot of the Gross Rentable Area of the Ground Floor
Premises (Ground Floor Premises Allowance); andii.
    
    in connection with the 18th Floor Premises, an amount equal to Five
Dollars ($5.00) per square foot of the Gross Rentable Area of the 18th Floor
Premises (18th Floor Premises Allowance);
 (the Ground Floor Premises Allowance and the 18th Floor Premises Allowance being
hereinafter collectively referred to as the Allowance).(b)
    
    The Allowance as set out above shall be paid by Landlord to Tenant thirty (30) days following
the later of:
 43




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##### 



i.
    
    execution of this Lease; andii.
    
    Tenant providing Landlord with both:
 1.
    
    receipted invoices for the performance of all of Tenants Work;2.
    
    certification by Tenant or a senior officer of Tenant and by
each of Tenants contractors or a senior officer thereof that Tenants Work has
been completed, the date of such completion and that all accounts relating to
Tenants Work have been paid in full and that no lien has or may be claimed
with respect thereto and that all construction lien periods have expired.
  ARTICLE 19: ACKNOWLEDGMENT & SIGNATURES
 THE PARTIES HERETO ACKNOWLEDGE AND DECLARE THAT ALL CLAUSES OF THE LEASE, INCLUDING THE
ATTACHED SCHEDULES, HAVE BEEN DISCUSSED AND NEGOTIATED FREELY BETWEEN THEM AND THAT EACH PARTY HAS
RECEIVED ALL NECESSARY LEGAL ADVICE FROM A LEGAL COUNSEL OF ITS CHOICE BEFORE SIGNING AND EXECUTING
THE LEASE.
 44




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160 ELGIN LEASEHOLDS INC.Per:Name: Nathan UhrTitle: Vice-President, AcquisitionPer:Name: Mona MooreTitle: Leasing ManagerI/We have authority to bind the Corporation.DECIMA RESEARCH INC.Per:Name: Kerri LoiselleTitle: Director, Special ProjectsPer:Name:Title:
 45




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SCHEDULE A
 46




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##### 



SCHEDULE A-1
 47




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##### 



SCHEDULE B
 DEFINED TERMS
 1.
    
    Additional Rent means all sums of money, other than Minimum Rent, payable by Tenant
pursuant to the Lease.
 2.
    
    Authorized Use means offices used for Tenants current activities at the time of the
execution of this Lease and no other use, and subject to exclusivities granted or to be
granted to third party tenants and, as a further limitation to the specific purpose herein
set forth. Tenant further agrees that the Premises shall not be used for the operation of any
of the following:
 (a)
    
    any business which is or is similar to the business carried on by a bank, or by
a trust, acceptance or loan corporation, or by a corporation or organization engaged in
the business of accepting money or deposit or lending money; or(b)
    
    a telecommunications common carrier, as define in the Telecommunications Act
(Canada) or any business or enterprise involved in or dealing with telecommunications;
or(c)
    
    any business offering management consulting or systems integrator services; or(d)
    
    a restaurant, cafeteria, or cocktail lounge business or the sale or delivery of
food or beverages; or(e)
    
    any other activities restricted by the Rules and Regulations.
 3.
    
    Broker means the broker set forth in Section 1.11 of the Summary Provisions.
 4.
    
    Building shall refer to the Land and to the whole of the buildings, structures,
improvements, machinery, equipment and Common Areas erected or installed on the Land,
including the buildings currently bearing the civic address(es) of 1y60 Elgin Street, Ottawa.
 5.
    
    Business Taxes means, (a) all business, service, water and other taxes, rates, duties,
assessments and other charges that are imposed against or in respect of the improvements,
equipment and facilities of Tenant on or in the Premises or the Building or any part of either
of them or Landlord on account of its ownership of or interests in either of them; and (b)
every tax and license fee that is imposed against or in respect of business carried on in the
Premises or in respect of the use or occupancy of the Premises or any part of the Building by
Tenant or its subtenants or licensees, or against landlord on account of its ownership of the
Premises or the Building.
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6.
    
    Capital Taxes means an amount of the tax imposed by the federal and provincial tax
authorities upon landlord, or the owner(s) of the Building, (and if the owner or one of the
owners is a partnership, upon the partners of such partnership), which is measured by or based
in whole or in part upon the capital, surplus, reserves or indebtedness of such landlord,
owner(s) or partner(s), and including without limitation any taxes on large corporations.
 7.
    
    Commencement Date means the date set forth in Section 1.4 of the Summary Provisions.
 8.
    
    Common Areas means all areas, facilities, systems, improvements or equipment which Landlord
provides or designates to service the Building or which are intended for the common use or
enjoyment of the tenants of the Building. Common Areas may or may not be located in the
Building and shall include, without limitation, roadways, walkways, sidewalks, landscaped
areas, plazas, lobbies, washrooms available for use of tenants and/or public, open or enclosed
pedestrian malls, courts, arcades, tunnels, bridges, truck courts, common loading areas and
delivery facilities, driveways, customers and service ramps, stairways, escalators and
elevators available for use by the public or by tenants generally, fire detection, fire
prevention and communication facilities, common pipes, electrical, plumbing and other common
mechanical and electrical installations, equipment, and services, public seating facilities,
and all other areas and facilities from time to time provided, designated, or made available
by Landlord for the use of Tenant and other tenants or members of the public. Landlord
expressly reserving the right to eliminate, substitute or rearrange any or all of the areas so
provided and designated without claim by Tenant in respect of any such elimination,
substitution or rearrangement.
 9.
    
    Environmental Laws means the Laws exclusively or partially governing the environment and
its protection or conservation.
 10.
    
    Expert means any professional consultant appointed by Landlord who, in the reasonable
opinion of Landlord, is qualified to perform the specified function and where necessary is
licensed to perform a specified function in the Province of Ontario.
 11.
    
    Expiration Date means the date set forth in Section 1.4 of the Summary Provisions.
 12.
    
    Gross Rentable Area or GRA means, in connection with the Premises, the area of the
Premises expressed in square feet (or square meters) and measured in accordance with the 1980
BOMA standards of measurement as verified by the Landlords architect.
 RIDER 30A
  49




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13.
    
    Improvements means any alterations, repairs, works, replacements, changes, additions or
improvements, including, without limitation any connection of apparatus to the electrical
system (other than a connection to an existing duplex receptacle), to the plumbing lines, to
the heating, the air-conditioning or the sprinkler system or any installation of electrical
sub-meters.14.
    
    Indemnifier(s) Intentionally deleted.
 15.
    
    Land shall refer to ALL AND SINGULAR that certain parcel or tract of land and premises,
situate, lying and being in the City of Ottawa, Regional Municipality of Ottawa-Carleton, and
being lot 50 Plan 2996, south side of Gloucester Street; Lots 50, 51, 52, 53, 54, 55, 56 and
57 Plan 2996, north side of Nepean Street, Lot A Plan 4556, west side of Elgin Street; and
Lots 50, 51, 52, 53, 54, 55, 56 and 57 Plan 4556, south side of Gloucester Street, City of
Ottawa, Regional Municipality of Ottawa-Carleton (save and except the lands described in
Instrument No. CR571759).16.
    
    Landlord means 160 Elgin Leaseholds Inc., and its successors and assigns.
 17.
    
    Landlord Costs means with respect to any cost incurred by Landlord, the actual amount
thereof plus 15% thereof on account of management and overhead.18.
    
    Laws means:
 (a)
    
    constitutions, treaties, acts, codes, ordinances, orders, decrees, edicts,
rules, by-laws and regulations, whether municipal, provincial, federal, national,
international, foreign or other;(b)
    
    judgments, orders, writs, injunctions, rulings, decrees, ordinances and
sentences of a tribunal, court, a government agency or a regulation department;(c)
    
    policies, voluntary restraints, practices of guidelines of a government agency
having the force of law; and(d)
    
    all provisions of the foregoing,
 which bind or affect the party or Person mentioned therein. The term Laws includes
Environmental Laws.
 19.
    
    Lease refers to the present Agreement of Net Lease.
 20.
    
    Minimum Rent means the minimum rent set forth in Section 1.5 and subject to adjustment as
set forth in Section 3.2
 21.
    
    Mortgagee means a hypothecary or mortgage creditor (including a trustee for bondholders) of
the Landlord holding securities against the Building or part of it or a ground or underlying
lessor.
 50




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22.
    
    Normal Business Hours means such hours on such days as landlord determines and being, on
the date hereof, from 8:00 A.M. to 5:00 P.M. of each business day (Sunday and holidays
excluded) and from 8:00 A.M. to 12:30 P.M. on Saturday.23.
    
    Notice has the meaning set forth in Section 17.12.
 24.
    
    Operating Expenses shall mean all costs incurred by Landlord in the management, operation,
maintenance, repair, replacement, insurance, or supervision of the Building and the Common
Areas, including without limitation (but without duplication) the following:
 (a)
    
    salaries, benefits, pensions and related personnel costs and taxes for
employees of Landlord engaged in the management, supervision, maintenance, operation,
repair, security or replacement of the Building and all service contracts as well as
the fair market rental value of space (in the Building or in another building) that is
used by Landlord or its agent or contractor in connection with the maintenance, repair,
administration and management of the Building and any taxes related thereto;(b)
    
    telephone, telecopier and stationery;(c)
    
    cleaning, building and cleaning supplies, uniforms and dry cleaning, cleaning
of windows and exterior curtain wall;(d)
    
    snow removal, landscaping, and lighting in the Common Areas;(e)
    
    garbage waste collection and disposal;(f)
    
    electricity, water, steam and other utilities, except as chargeable separately
to Tenant under the Lease, and any taxes on utilities which are not recoverable from
Tenant under other provisions of the Lease;(g)
    
    policing, security, concierge and other tenant services;(h)
    
    rental of any equipment, signs and decorations;(i)
    
    heating, ventilating and air-conditioning of the Building, including without
limitation the cost of operating, repairing, maintaining, replacing and inspecting the
machinery, equipment and other facilities, and the cost of providing condenser water
from cooling towers or chilled water for the HVAC equipment;(j)
    
    insurance as may be carried by landlord, such costs to include without
limitation premiums, deductibles and other related charges, in respect of or
attributable to the Building or related thereto including without limitation all risk
insurance
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against fire and other perils and liabilities regarding casualties, injuries and
damages, boiler and machinery insurance and rental income insurance;(k)
    
    conservation of energy programs referred to in Schedule C;(l)
    
    depreciation or amortization (on a straight-line basis over the useful life or
such other period as reasonably determined by Landlord) of the costs of:
 (i)
    
    all capitalized machinery, equipment or supplies owned by Landlord;(ii)
    
    replacements of all facilities serving or comprising the
Building which by their nature require periodic replacement and which are not
charged fully in the Rental Year in which they are incurred; and(iii)
    
    repairs, modifications and improvements which are not charged
fully during the Rental Year in which they are incurred.
 (m)
    
    interest calculated at three percentage (3%) points above the average Prime
Rate upon the unamortized portion of the cost of all such items being amortized or
depreciated;(n)
    
    repairs, replacements, modernization, additional equipment or improvements
required by law or by Landlords insurers or which, in Landlords reasonable opinion,
may reduce Operating Expenses or are for the benefit or safety of Building users,
including, without limitation, the cost of communications equipment installed for the
potential benefit of the tenants in general and not for exclusive use by a particular
tenant;(o)
    
    professional fees except as they relate to the leasing of the Building;(p)
    
    deleted(q)
    
    any Taxes not otherwise charged directly to Tenant as per Section 5.2 of this
Lease;(r)
    
    repairs, maintenance and replacements of every nature to the Building,
(excluding major repairs and replacements to the structural elements of the Building
(save and except for the roof membrane), structural defects and other structural costs
necessary to comply with current and future building codes);(s)
    
    an administration fee of 15% of such total costs, excluding Taxes (as defined
in paragraph 36 of this Schedule B), it being understood and agreed that such
administration fee shall be deemed not to constitute duplication with any of the costs
which form part of the Operating Costs, including, without limitation, those costs set
out in paragraph 24(a) hereof.
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(i)
    
    interest on debt or capital, retirement of debt and all other
debt service charges;(ii)
    
    costs of attracting tenants to the Building including, without
limitation, leasing and rental advertising costs, agents commission charges
and any other fees, salaries or expenses incurred by Landlord in leasing the
Building;(iii)
    
    costs for the installation of partitioning or any tenants
improvements;(iv)
    
    depreciation(v)
    
    until February 28, 2011, costs and expenses properly chargeable
to capital accounts according to generally accepted accounting principles;(vi)
    
    until February 28, 2001, depreciation and amortization as set
out in subsection 24(l) above and interest costs as set out in subsection 24(m)
above;(vii)
    
    net proceeds received by Landlord from insurance policies
taken out by Landlord to the extent that such proceeds relate to costs and
expenses incurred in the maintenance and operation of the public or common
areas of the Building;(viii)
    
    all amounts which otherwise would be included in Operating Expenses which are
recovered by Landlord from tenants as a result of any act, commission, default
or negligence of such tenants;(ix)
    
    any and all costs and expenses incurred as the result of faulty
construction, improper materials and workmanship in respect of the Building or
the Premises which Landlord has received compensation for, from the party
performing such work;(x)
    
    other than as specifically provided for herein, any and all
costs of maintenance, repairs or replacement to structural portions or elements
and roof of the Building;(xi)
    
    any income taxes, corporation taxes, business taxes, Capital
Taxes or other taxes personal to landlord, ground rental, penalties relating to
the late payment by landlord of any utilities or taxes;(xii)
    
    any amount directly chargeable by Landlord to any tenant or
tenants of the Building as provided for in their respective leases (but, for
clarification, not recoveries from tenants);(xiii)
    
    any amounts paid or payable by Landlord as Sales Taxes, on account of the
purchase or supply of goods and services, the cost or expense of which have
been included in Operating Expenses; and(xiv)
    
    until February 28, 2011, costs incurred in the operation,
maintenance, repair and replacement of the multi-level parking structure
erected on the Lands.
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25.
    
    Person includes any individual, firm, partnership, corporation or other entity or any
combination thereof.
 26.
    
    Premises means those certain premises described in Section 1.1 with all improvements,
installations and equipment which are attached thereto at the Commencement Date or during the
Term.
 27.
    
    Prime Rate means the rate of interest announced by the Royal Bank of Canada as its prime
rate for commercial corporate borrowers of demand loans in Canadian dollars.
 28.
    
    Proportionate Share of Operating Expenses means a fraction equal to the total Gross
Rentable Area of the Premises divided by the total Gross Rentable Area of the Building.
 29.
    
    Proportionate Share of Operating Expenses means a fraction equal to the total Gross
Rentable Area of the Premises divided by the total Gross Rentable Area of the Building.30.
    
    Rent means all sums of money payable by Tenant pursuant to the Lease.
 31.
    
    Rental Year means the calendar year. However, the first Rental Year shall mean the period
from the Commencement Date to December thirty-first, and the final Rental Year shall mean the
period from the end of the next-to-last Rental year to the date of termination of this Lease.
Landlord may by written Notice to Tenant specify an annual date upon which each subsequent
Rental Year will commence, in which event the then current Rental Year for such purposes will
terminate on the day preceding such date.
 32.
    
    Rules and Regulations means the rules and regulations adopted by Landlord pursuant to
Section 17.1. The Rules and Regulations in force on the Commencement Date of the Lease are
those set out in Schedule D.
 33.
    
    Sales Taxes means any and all goods and services, sales, value-added, multi-stage
consumption, use Taxes (such as, without limitation, the Goods and Services Tax (G.S.T.)) and
any other similar taxes imposed on Landlord or Tenant with respect to Rent, to the Lease, to
the goods and services provided by landlord under the Lease including without limitation the
rental of the Premises or administrative services provided to Tenant or to tenants generally.
 34.
    
    Security means collectively the guarantees, the fixed and floating charges, mortgages,
debentures or hypothecs and other security granted by TrizecHahn Corporation, TrizecHahn
Office Properties Ltd. and/or Telecom Properties Ltd., their successors and assigns in favor
of the Trustee.
 35.
    
    Specified Date means such date as may be specified by Notice from Landlord to Tenant.
 36.
    
    Taxes means all real estate taxes, Business Taxes, water or services taxes, rates and
assessments, and other taxes, charges, duties, levies or fees imposed by any lawful
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authority (whether municipal, provincial, parliamentary or otherwise) against the Building
or any part thereof (including any accessories and improvements), or in respect of the
Common Areas, or upon Landlord in respect thereof, including, where applicable, all taxes,
surtaxes, rates, assessments, duties, levies, fees, charges and impositions, general and
special, levied or imposed for schools, public betterment, general or local improvements,
save and except for Capital Taxes and income taxes.If the system of taxation now in effect is altered and any new tax, surtax, or levy
whatsoever is imposed or levied on the Building or its owner(s) or on revenues from the
Building, in substitution for or in addition to Taxes presently levied or imposed on
immovables in the City where the Building is located, the term Taxes shall include such
new tax, surtax or levy.Landlord shall have the right from time to time to allocate and re-allocate Taxes among
areas within the Building, provided such allocations are not inconsistent with legislation
dealing with assessment and taxation matter from time to time.37.
    
    Tenant means DECIMA RESEARCH INC. and its successors or permitted assigns.38.
    
    Term means the period starting on the Commencement Date and terminating at 12:00 (noon) on
the Expiration Date, subject to the terms and conditions set forth herein.39.
    
    Trustee means a trustee appointed by the Landlord from time to time and its successors and
assigns.
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SCHEDULE C
 UTILITIES AND SERVICES
 1.
    
    CleaningLandlord shall, Monday through Friday except holidays in each week, cause the office portion
of the Premises, excluding storage areas and private washrooms, to be adequately cleaned,
provided the same are kept in order by Tenant. Such cleaning may be done between the hours
of 5:00 P.M. and 6:00 A.M. Windows shall be cleaned as Landlord shall determine.2.
    
    Elevators
 (a)
    
    Landlord shall provide and maintain in working order automatic passenger
elevators for operation between the hours of 7:30 A.M. and 6:30 P.M. of each business
day, except Saturdays when the hours shall be from 8:00 A.M. to 1:00 P.M., and one such
passenger elevator will be subject to call at all other times. Landlord shall be under
no obligation to provide operators for any such passenger elevators and the fact that
Landlord may in its discretion provide operators shall in no way obligate Landlord to
continue such provision.(b)
    
    Freight service will be provided at such hours as Landlord may designate, and
shall be subject to a charge as determined by Landlord.(c)
    
    Tenant shall have the use of the elevators in common with others but Landlord
shall not be liable for any damage caused to Tenant and its officers, agents,
employees, servants, visitors or licensees by such others using the elevators in
common.
 3.
    
    Electric Current
 (a)
    
    Landlord, subject to its ability to obtain the same from its principal supplier
and to the needs of Landlord and co-tenants, shall cause the Premises to be supplied
with electric current for lighting and power. Landlord shall permit its wires and
conduits, (being normal office lighting and duplex receptacles) to be used for such
purpose.The obligation of Landlord hereunder shall be subject to any rules or regulations to
the contrary of the authority providing electricity or any other municipal or
governmental authority.(b)
    
    As an alternative to the foregoing and at landlords discretion, Tenant shall
arrange at its expense, directly from the authority providing the same, for the supply
of electric current which Tenant shall pay for directly to such authority. Subject to
the needs of Landlord and co-tenants, Landlord shall permit its wires
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and conduits, (being normal office lighting and duplex receptacles) to be used for
such purpose.(c)
    
    Tenants use of electric current shall never exceed the safe capacity of
existing electrical wiring in the Premises. Any special wires and conduits for
Tenants special equipment and any required sub-meters shall be supplied and installed
by Tenant at its expense.(d)
    
    At Landlords option, Tenant shall purchase from Landlord all lamps, bulbs and
ballasts used in the Premises, and to pay for such lamps, bulbs and ballasts and the
cost of installation thereof. Any such payment by Tenant shall constitute final
acceptance by Tenant of the price therefore and shall be final and binding and without
return for any reason.
 4.
    
    Energy ConservationTenant shall co-operate with landlord and shall participate in the implementation of
programs relating to the conservation of energy and recycling of any materials in the
Building, provided that lighting is available twenty-four (24) hours per day, seven (7) days
per week.5.
    
    Drinking Water, Towels and Other ServicesAt Landlords option, Landlord shall be the sole supplier of drinking water, towels and any
other services or materials, the right to furnish any such services or materials being
hereby expressly reserved to Landlord. When such services or materials shall be furnished
by Landlord, prices shall be competitive and accounts therefore shall be rendered by
landlord at such time as it may elect and shall be immediately payable by Tenant as
Additional Rent. Any such payment by Tenant shall constitute final acceptance by Tenant of
the price therefore and shall be final and binding and without return for any reason.In the event that Landlord should elect not to furnish any such services or materials, only
persons authorized by Landlord will be permitted to furnish them to Tenant at Tenants sole
cost and expense, and only at hours and under regulations fixed by Landlord.6.
    
    Heating or Air-condition
 (a)
    
    Landlord shall provide during Normal Business Hours a constant supply of air
that is filtered and humidified and either heated or cooled as conditions may require.(b)
    
    Landlord shall e under no obligation to operate the air-conditioning system in
excess of what may be, in its opinion, reasonable and normal in the circumstances and
assuming that:
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(i)
    
    Tenant keeping all exterior windows closed at all times and
blinds fully drawn on all windows exposed to the sun during the cooling cycle,
and keeping all registers free fro obstruction so as to permit the proper flow
and circulation of air therefrom.(ii)
    
    the average amount of electrical energy consumed by lights and
machines in the Premises not exceeding two (2) Watts per square foot;(iii)
    
    the occupancy of the Premises not exceeding one person per
hundred square feet of space; and(iv)
    
    it being agreed that Tenant shall be responsible for addressing
Tenants air conditioning requirements in excess of these assumptions.
 (c)
    
    All individual controls required by Tenant shall be installed at Tenants
expenses.(d)
    
    In case Landlord deems it necessary to run portions of the system through the
Premises in order to serve other tenants, Tenant shall permit landlord and its agents
and contractors to perform such work in the Premises.(e)
    
    Nothing contained in this Schedule or in the Lease shall be deemed to create
any obligation of Landlord to furnish electricity, heating, air-conditioning or any
other services to Tenant to the extent these are required by the use in the Premises of
special equipment such as computers or other electrical or similar equipment or by the
existence in the Premises of electrical, computer, storage or equipment rooms.
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SCHEDULE D
 RULES AND REGULATIONS
 1.
    
    Tenant shall not perform any acts or carry on any practices which may, in the reasonable
opinion of Landlord, tend to lower the character of the Building, damage or injure the
Premises or be a nuisance or menace to other tenants or users of the Building or make or
permit any improper noises, odors, smoke or vibrations in the Building or in the Premises and
shall forthwith upon request by landlord discontinue all acts or practices in violation of
this clause and repair any damage of injury caused thereby. Without limiting the generality
of the foregoing, Tenant shall utilize no medium which can be heard or experienced outside the
Premises.
 2.
    
    Tenant shall not cause unnecessary labor by reason of carelessness and indifference to the
preservation of good order and cleanliness in the Premises and in the Building.
 3.
    
    No animals shall be brought or kept in or about the Building.
 4.
    
    Canvassing, soliciting and peddling in the Building is prohibited and Tenant shall co-operate
to prevent the same.
 5.
    
    The sidewalks, entries, passages, escalators, elevators and staircases shall not be
obstructed or used by Tenant or its clerks, servants, agents, visitors or licensees for any
other purpose than ingress to and egress from the Premises. Nothing shall be thrown by
Tenant, its clerks, servants, agents, visitors or licensees, out of the windows or doors, or
into the entries, passages, escalators, elevators or staircases of the Building. Landlord
reserves entire control of the sidewalks, entries, passages, escalators, elevators,
staircases, and corridors which are not expressly included within this Lease, and shall have
the right to make such repairs, replacements, alterations, additions, decorations and
improvements and to place such signs and appliances therein, as it may deemed advisable,
provided that ingress to and egress from the Premises is not unduly impaired thereby.
 6.
    
    Tenant shall use and cause any third party to use the facilities designated by landlord to
receive, deliver, or move any material, furniture or equipment within, in or out of the
Premises or the Building, as the case may be.
 7.
    
    Landlord shall have the right to prohibit any advertising of or by Tenant, which in its
opinion, tends to impair the reputation of the Building or its desirability as a building for
offices or for financial, insurance and other institutions and businesses of a like nature.
Upon written Notice from landlord, Tenant shall refrain from or discontinue such advertising.
 8.
    
    No sign, advertisement or notice shall be inscribed, painted or affixed on any part of the
outside or inside of the Building, except on the directories and doors of offices, and then
only of such size, color and style as Landlord shall determine and approve.
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9.
    
    The sashes, sash-doors, windows, glass doors and the lights and skylights that reflect or
admit light into the halls or other places in the Building shall not be covered or obstructed,
nor shall anything, whether books, packages, flower pots or any other articles whatsoever, be
placed upon or hung from the window sills. Without limiting the generality of the foregoing,
Tenant shall not apply or attach to the windows of the Premises any material, substance or
thing, of any nature whatsoever and shall specifically refrain from applying any film, solar
or otherwise, to the said windows.
 10.
    
    Tenant shall not sell or permit the sale of retail, of newspapers, magazines, periodicals,
theatre tickets, lottery tickets or such articles as are customarily sold in tobacco shops,
soda fountains or lunch counters, or any other goods, wares or merchandise whatsoever, in or
from the Premises. Tenant shall not carry on or permit or allow any employee or other person
to carry on the business of a restaurant, a cafeteria, a cocktail lounge, or food or beverages
delivery or sale, or any business other than that specifically provided for in this lease.
 11.
    
    Tenant shall not allow smoking in the interior Common Areas (including without limitation in
staircases, washrooms, and emergency exits), except in areas, if any, expressly designated by
Landlord for such purpose. Tenant is encouraged to adopt a similar non-smoking policy in
respect of the Premises. If Tenant allows smoking in the Premises, Tenant shall be
responsible for complying with all applicable laws and for the installation, at its cost, of
an adequate ventilation system, to Landlords satisfaction.
 12.
    
    Deleted.
 13.
    
    Tenant shall not mark, paint, drill into or in any way deface the walls, ceilings,
partitions, floors, woods, stone or iron work, or any other appurtenances to the Premises.
 14.
    
    Tenant shall not install window shades of any color other than the typical colors from time
to time approved by Landlord. Tenant shall not install curtains or Venetian blinds without
the approval of Landlord.
 15.
    
    Tenant shall not lay linoleum, rubber, cork or other floor covering so that the same shall
come in direct contact with the floor, and if linoleum, rubber, cork or other floor covering
is desired to be used, an interlining of builders deadening felt shall be the first affixed
to the floor by a paste or other adhesive which may be readily removed with water.
 16.
    
    The water and wash closets and urinals shall not be used for any other purpose than the
purposes for which they were respectively constructed, and the expense of any breakage,
stoppage, or damage resulting from a violation of this rule by Tenant or its clerks, agents,
servants, visitors or licensees, shall be borne by Tenant.
 17.
    
    If any apparatus used or installed by Tenant requires a permit as a condition for
installation, Tenant must file such permit with Landlord.
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18.
    
    All persons entering and leaving the Building between the hours of 7:00 P.M. and 8:00 A.M. on
business days, and all persons entering and leaving the Building on Saturdays, Sundays and
holidays, shall register with Landlord in a manner established from time to time by Landlord.
Between the hours of 7:00 P.M. and 8:00 A.M. on business days, and on Saturdays, Sundays and
holidays, Landlord will have the right to prevent any person from entering or leaving the
Building unless provided with a key or an electronic pass to the Premises to which such person
seeks entrance, or a pass issued and signed by Tenant upon the letterhead of Tenant and
countersigned by Landlord. Any persons found in the Building at such times without such keys
or passes will be subject to the surveillance of the employees and agents of Landlord. This
rule is made for the protection of Tenant, but Landlord shall be under no responsibility for
failure to enforce it.
 19.
    
    Landlord shall have power to prescribe the weight and position of safes and other heavy
equipment, which shall be placed and stood only on such plank strips or skids or element of
the structure, as landlord may prescribe, to distribute the weight properly. All damage done
to the Building by taking in or moving out a safe or any other Article of Tenants equipment
or merchandise, or due to its being on the Premises, shall be repaired at the expense of
Tenant. The moving of safes shall occur only during such hours as Landlord may from time to
time establish and upon previous Notice to Landlord, and the persons employed to move the
safes in and out of the Building must be acceptable to landlord. Safes will be moved through
the halls and corridors only upon steel hearing plates. No freight or bulky matter of any
description will be received into the Building or carried in the elevators, except during
hours approved by Landlord.
 20.
    
    Notice shall be given by Tenant to landlord with respect to Tenants intention to place any
heavy material or thing within the Premises and all details and specifications thereof shall
be supplied to Landlords structural engineers for its approval. Any and all engineers costs
for consultation shall be borne by Tenant.
 21.
    
    Tenant agrees to observe all reasonable Rules and Regulations regarding the security and
protection of the Building and the tenants thereof including without limitation the right of
Landlord to search the Person of and/or any Article carried by any Person entering or leaving
the Building.
 22.
    
    The Tenant shall not bring into or store in the Premises any inflammable liquid or dangerous
or explosive materials, or cleaners, solvents or other chemicals or matters which may be
considered as pollutants or contaminants or as hazardous wastes under any laws, by-laws,
ordinances or regulations, or any items or fixtures that, by reason of their nature, weight,
size or use, may constitute a nuisance (including, without limitation, noises, vibrations or
offensive odors) or damage or endanger any part of the Building.
 23.
    
    Tenant agrees that the Rules and Regulations hereinabove stipulated, and such other and
further Rules and Regulations as Landlord may make, being in its judgment needful for the
reputation, safety, care or cleanliness of the Building and Premises, or the operation,
maintenance or protection of the Building and its equipment, or the comfort of tenants,
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shall be faithfully observed and performed by Tenant, and by its clerks, servants, agents,
visitors and licensees. Landlord shall have the right to change said rules and to waive in
writing or otherwise, any or all of the said rules in respect of any one or more tenants,
and Landlord shall not be responsible to Tenant for non-observance or violation of any of
aid Rules and Regulations shall not be deemed to limit any obligation or provision of this
Lease to be performed or fulfilled by Tenant.
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SCHEDULE E
 ACCEPTANCE FORM
 NAME OF OWNER OR OF HEAD OFFICE
    
    
    AMOUNT RECEIVABLE NUMBERNAME AND NUMBER OF TENANT
    
    
    DATE OF LEASE
    
    
    MONTHLY CHARGESADDRESS OF PREMISES
    
    
    
    
    
    DATE OF LAST RENT PAYMENTADDRESS OF HEAD OFFICE
    
    
    
    
    
    BANK ACCOUNT NUMBERTRANSIT NUMBER
    
    
    BANK AND BRANCHNAME APPEARING IN BANK RECORDSSIGNATURE OF TREASURER
 IN THE PRE-AUTHORIZED PAYMENT PROGRAM
 
 AUTHORIZATION TO HONOR MY CHECKS
 NAME OF BANK:BRANCH AND ADDRESS:
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Canada Bills of Exchange Act Canada
  
  Authorized signature(s)
 64