Exhibit 10.6.22
 DECIMA INC.
(formerly OSI GROUP INC.)
LEASE FROM STOCKTON & BUSH 2345 LIMITED
FOR PREMISES AT
2345 YONGE ST., 4 th , 7 th AND 10 th FLOORS,  TORONTO, ONTARIO




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STOCKTON & BUSH 2345 LIMITED
   OSI GROUP INC.
  th th
 th  th




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OFFICE LEASE
 TABLE OF CONTENTS
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THE EDISON CENTRE
 STANDARD FORM OFFICE LEASE
 ARTICLE 1
 BASIC LEASE TERMS
 Section 1.01  Variable Lease Terms
     
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Section 1.02  Certain Standard Definitions
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(a)
    
    an amount of the tax or excise imposed by the Province of
Ontario upon the Landlord or the owners of the Complex which is measured by or
based in whole or in part upon the capital, surplus, reserves or indebtedness
of such Landlord or owners, and which is at present based upon the application
of the prescribed rate of 0.3% to the amount of such Landlords or owners
taxable paid-up capital as defined in the Corporations Tax Act (Ontario); the
amount of the tax or excise for the purposes hereof shall be calculated in any
year as if the Complex was the only establishment in the Province of Ontario
owned by such Landlord or owners in the year and such Landlord or owners had no
establishment other than in the Province of Ontario; and(b)
    
    an amount of the tax or excise imposed by the Government of
Canada upon the Landlord or the owners of the Complex which is measured by or
based in whole or in part upon the capital, surplus, reserves or indebtedness
of the Landlord or the owners, and which tax is at present based upon the
application of the prescribed rate .2% to the amount by which the taxable
capital employed in Canada by such Landlord or owners as defined in the Income
Tax Act (Canada) exceeds its or their capital deduction for the year; the
amount of the tax or excise for the purposes hereof shall be calculated in any
year as if the Complex was the
 
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only asset owned by such Landlord or owners in the year and the capital
deduction of such Landlord or owners for the year was nil.
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(i)
    
    the Insurance Cost;(ii)
    
    the cost of providing security, supervision,
traffic control, landscaping, window cleaning, garbage collection and
removal and snow removal services;(iii)
    
    the cost of operating, providing, inspecting,
maintaining, servicing, repairing and replacing the heating,
ventilating, cooling, electrical, water and music systems, in each case
in respect of the Common Facilities but excluding the original capital
cost of same, provided that capital costs in excess of $100,000 shall
be amortized as required by Section 1.02(22)(A)(xvi);(iv)
    
    the cost of replacing building standard
electric fixtures, ballasts, tubes, starters, lamps and light bulbs;(v)
    
    the cost of tempered water (or, at the
Landlords option, hot and cold water), electric light and power,
telephone, steam, gas, sewage disposal and other utilities and
services;(vi)
    
    the cost of maintaining and replacing signs and
directing boards;(vii)
    
    accounting costs incurred in connection with
the maintenance, repair, replacement, operation, administration or
management of the Complex, including computations required for the
imposition of charges to tenants, the cost of preparing statements and
opinions for tenants and banking fees and expenses and audit fees;
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(viii)
    
    the cost of performing its obligations under Section 8.03, except as
specifically excluded therein;(ix)
    
    the fair rental value (having regard to the
rentals prevailing from time to time for similar space) of space in the
Complex used by the Landlord, acting reasonably, in connection with the
maintenance, repair, replacement, operation, administration or
management of the Complex and space in the Complex utilized for fire
cross-over corridors connecting staircases on any floor of the
Building;(x)
    
    the cost of direct supervision and of
management and all other indirect expenses to the extent allocable to
the maintenance, repair, replacement, operation, administration or
management of the Complex;(xi)
    
    all costs and expenses (including legal and
other professional fees and interest and penalties on deferred
payments) incurred by the Landlord in contesting, resisting or
appealing any Taxes acting reasonably;(xii)
    
    a reasonably fee for the administration and
management of the Complex applied to the aggregate of all rents
received or receivable from occupants of the Complex, which fee shall
be comparable to fees charged by management companies for managing and
administering developments in the City of Toronto similar to the
Complex;(xiii)
    
    the amount of all salaries, wages and fringe benefits paid to or for
personnel, managers, and superintendents, wherever located, to the
extent, as allocated by the Landlord acting reasonably, that they are
employed or retained by or on behalf of the Landlord in connection with
the maintenance, repair, replacement, operation, administration or
management of the Complex, and amounts paid to independent contractors
for any services in connection with the maintenance, repair,
replacement, operation, administration or management of the Complex or
any part of it, provided that capital costs in excess of $100,000 which
are included in invoices from such independent contractors shall be
amortized as required by Section 1.02(22)(A)(xvi);(xiv)
    
    fees and expenses of architects, engineers,
quantity surveyors and other consultants retained by the Landlord on
matters relating to the Complex;(xv)
    
    the costs of uniforms for personnel, and of
supplies, tools, equipment and materials used in connection with the
maintenance,
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repair, replacement, operation, administration, management or
caretaking of the Complex;(xvi)
    
    depreciation of the costs incurred to make
alterations, replacements or additions to the Complex intended to
reduce the cost of other items included in Operating Costs, improve the
operation of the Complex or maintain its operation as a first-class
multi-use commercial complex, provided that with respect to capital
costs in excess of $100,000 such capital cost shall be amortized in
accordance with generally accepted accounting practices in the real
estate industry over the useful life, as determined by the Landlord,
acting reasonably, of the particular item(s) for which the cost was
incurred but any such capital costs of $100,000 or less may be so
amortized or charged over any period the Landlord may determine, acting
reasonably; costs being depreciated will include, without limitation,
costs incurred in respect of alterations, replacements or additions to
the roof, elevators and other machinery, equipment, facilities,
decorating, flooring, systems, and property installed in or used in
connection with the Complex (except to the extent that the costs are
charged fully to income account in the Accounting Period in which they
are incurred) and interest on the undepreciated portion of the original
cost of such items being depreciated, payable monthly, from the date on
which the relevant cost was incurred at an annual rate of interest that
is two percentage (2%) points above the Bank Rate in effect on the date
on which the relevant cost was incurred; the depreciation costs and
interest charged under this clause shall be calculated by the Landlord,
acting reasonably, in accordance with sound and generally accepted
accounting principles, but no depreciation or interest will be charged
in respect of any such items installed in conjunction with the original
construction of the Complex;(xvii)
    
    goods and services taxes, business transfer taxes, value-added taxes,
multi-stage sales taxes, sales, use or consumption taxes and any like
taxes on property and services by or on behalf of the Landlord, except
to the extent recoverable by the Landlord;(xviii)
    
    Capital Tax in respect of the Complex, the Ontario commercial
concentration tax and any business or similar taxes or license fees in
respect of the business of the Landlord which pertains to the
management, operation and maintenance of the Complex;(xix)
    
    the reasonably day-to-day cost of enforcing
and collecting payment of charges to tenants and other occupants
including, but not limited to, such actions as initial and reasonable
follow-up telephone calls and correspondence to advise of and collect
late rents arising from oversight, casual error, late mail service and
the like, but in no
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event including the costs of enforcement procedures against specific
defaulting tenants such as legal, bailiff, lock-smithing and other
similar fees and charges; and(xx)
    
    all other direct and indirect costs and
expenses of every kind, to the extent incurred in or allocable to the
maintenance, repair, replacement, operation, supervision,
administration or management of all or any part of the Complex, or any
of its appurtenances;
  (i)
    
    Taxes, HVAC Costs, Janitorial Costs and
Utilities Charges;(ii)
    
    debt service in respect of financing secured by
or related to the Complex and interest on debt save for interest
payable if, as and when costs and expenses in respect of Operating
Costs and/or Taxes temporarily exceed recoveries from time to time in
respect thereof;(iii)
    
    depreciation other than that referred to in
Section 1.02(A)(xvi);(iv)
    
    an amount equal to the net proceeds of
insurance actually recovered by the Landlord for damage to the Complex
to the extent that the cost to repair such damage is included in
Operating Costs;(v)
    
    an amount equal to recoveries by the Landlord
in respect of warranties or guarantees relating to the construction of
the Complex or any part of it, to the extent that the repair costs in
respect of the work covered by warranty or guarantee is included in
Operating Costs;(vi)
    
    all amounts chargeable directly to specific
tenants of the Complex by reason of their excess consumption of water,
hydro or other utilities to the extent that those amounts are included
in Operating Costs;(vii)
    
    all Additional Service Costs chargeable to
specific tenants of the Complex for Additional Service to the extent
that those amounts are included in Operating Costs, including any
administrative or overhead charges;(viii)
    
    an amount equal to the contribution to Operating Costs made by owners
or occupants of adjacent buildings who are, by agreement, entitled to
use the ramps, truck docks and other facilities located in the Complex
including, without limitation, the contribution made by the condominium
complex adjacent to the Complex, but not
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including any rent paid by such condominium complex (or occupants
thereof) for parking spaces in the Parking Garage;(ix)
    
    all amounts which are attributable by the
Landlord to the operation of the Parking Garage;(x)
    
    the Landlords cost of acquiring and/or the
cost of constructing the Complex, whether paid as debt service or
ground rents;(xi)
    
    tenant inducements, including leasehold
improvements allowances, leasing commissions and leasing costs;(xii)
    
    interest and penalties incurred by reason of
the Landlords late payment of any amount required to be paid by it
under this Lease, unless such late payment was made by the Landlord in
good faith in the best interests of the tenants of the Building;(xiii)
    
    fines and penalties resulting from the violation by the Landlord of
any laws and costs incurred in respect of work on the Complex made
necessary by the Landlords non-compliance with or violation of such
laws;(xiv)
    
    fees or contributions paid by the Landlord to
any merchants association, promotion fund, advertising fund or the
like;(xv)
    
    any costs relating to or incurred in respect of
any food court;(xvi)
    
    costs of alterations, maintenance and repairs
to premises of other tenants of the Building (including, without
limitation, any permit, license and/or inspection fees) and/or the cost
of relocating tenants;(xvii)
    
    legal expenses attributable, whether directly or indirectly, to
entering into leases or other agreements with, enforcing leases or
other agreements against, or otherwise related to disputes with any
actual or prospective tenants or other occupant of the Building;(xviii)
    
    the cost of repairs or other work necessitated by the negligence or
willful misconduct of the Landlord, its agents, contractors or
employees;(xix)
    
    corporate, income or profits taxes upon the
income of the Landlord or any other taxes which are of a personal
nature to the Landlord or the owners of the Complex including, without
limitation, the Ontario commercial concentration tax, but excluding
Capital Tax in Respect of the Complex;(xx)
    
    costs incurred due to a breach by the Landlord
of any terms of this Lease or any other lease of premises in the
Complex and amounts
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incurred by the Landlord because of its negligence
of those for whom it is in law responsible;(xxi)
    
    expenses associated with excess lands owned by
the Landlord;(xxii)
    
    any amount in excess of $100,000 which is expended by the Landlord to
improve or upgrade the Complex and which it is not required to expend
to fulfill its obligations under this Lease.
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(a)
    
    corporate, income or profit taxes upon the income of the
Landlord or the owners of the Complex and any other tax of a personal nature to
them to the extent such taxes are not levied in substitution or in lieu of any
of the realty taxes, rates, etc. referred to in the immediately preceding
paragraph;(b)
    
    business or similar taxes or license fees in respect of the
business of the Landlord which pertains to the management, operation and
maintenance of the Complex (and which are included in Operating Costs);(c)
    
    business or similar taxes or license fees in respect of any
business carried on by tenants and occupants (including the Tenant) of the
Complex;(d)
    
    Capital Tax in respect of the Complex and the Ontario
commercial concentration tax (and which are included in Operating Costs); and(e)
    
    an amount equal to the contribution (if any) to Taxes made by
the condominium complex adjacent to the Complex.
  (a)
    
    all taxes imposed which are separately identified by the lawful
taxing authority as being attributable to the personal property, furnishings,
fixtures and Leasehold Improvements installed in the Leased Premises; and(b)
    
    all taxes imposed upon the Tenant which are attributable to the
business, income or occupancy of the Tenant or any other occupant of the Leased
Premises, and to the use of any of the Common Facilities by the Tenant or other
occupant of the Leased Premises.
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(a)
    
    to total cost of the Utilities used or consumed in or with
respect to the Leased Premises in connection with electricity for lighting,
heating, ventilating and cooling and normal office equipment;(b)
    
    the cost of any other charges levied or assessed in respect of
or in addition to the cost of such Utilities, as reasonably determined by the
Landlord;(c)
    
    any costs incurred by the Landlord in determining the Utilities
Charge, including, without limitation, professional, engineering and consulting
fees; and(d)
    
    an administration fee of fifteen percent (15%) of the total of
the aforementioned costs.
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ARTICLE II
 LEASED PREMISES  TERM  RENT
 Section 2.01  Leased Premises and Term
  Section 2.02  Uses of Additional Areas
  Section 2.03  Construction of the Leased Premises
  Section 2.04  Adjustment of Areas
  (a)
    
    in the case of an adjustment to the Rentable Area resulting
from a change in the aggregate Useable Area of all rentable premises on the
floor on which the Leased Premises are situated, be the date on which such
change occurred; and(b)
    
    in the case of a correction to any measurement or calculation
error, be the first date as of which such error was introduced in the
calculation of Basic Rent or Additional Rent.
 Section 2.05  Covenant to Pay
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Section 2.06  Basic Rent
   Section 2.07  Late Payment Charge
  Section 2.08  Net Lease
  Section 2.09  Acknowledgment of Commencement Date
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ARTICLE III
 TAXES, OPERATING COSTS, HVAC COSTS AND JANITORIAL COSTS
 Section 3.01  Taxes Payable by Landlord
  Section 3.02  Tenants Share of Taxes
  (a)
    
    if the Leased Premises are separately assessed by the
appropriate and lawful taxing authority in question (or, in lieu thereof,
calculations are made by such authority from which a separate assessment
therefor may, in the Landlords reasonable opinion, be readily determined) for
the payment of Taxes on a basis which includes a valuation of an aliquot part
of the Common Facilities reasonably attributable thereto, and the aggregate of
such assessment together with all other corresponding assessments for the
remainder of the rentable premises in the Building, equals the total assessment
by such taxing authority of the Building and the Common Facilities reasonably
attributable thereto, the Tenant shall pay to the Landlord its share of Taxes
based upon such separate assessment by multiplying an amount equal to such
Taxes by a fraction, the numerator of which is equal to such assessment of the
Leased Premises and the denominator of which is the aggregate of all such
assessments of rentable premises in the Building, including the Leased
Premises;(b)
    
    if the Leased Premises and the remainder of the rentable
premises in the Building, are not respectively separately assessed, or
calculations made by which the same may be readily determined, in each case as
contemplated in subsection 3.02(a) above, the Tenant shall pay to the Landlord
its Proportionate Share of the Taxes assessed against the Building, including a
portion of the Taxes attributable to the Common Facilities and allocated to the
Building by the Landlord, the amounts of such assessment and allocation, if not
determined by allocation or apportionment and identified as such to the
Landlord by the appropriate and lawful taxing authority in question, shall be
determined by allocation or apportionment by the Landlord from time to time on
an equitable basis having regard, amongst other things, to general principles
of assessment; and(c)
    
    if the Tenant elects to be assessed as a separate school
supporter, the Tenant will pay to the Landlord, in addition to any other
amounts owing
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pursuant to this Section the excess, if any, of the separate
school taxes over public school taxes resulting from such election.
 Section 3.03  Tenants Proportionate Share of Operating Costs
  Section 3.04  Tenants Taxes
  Section 3.05  Tenants Responsibility
  Section 3.06  Proportionate Share of HVAC Costs and Janitorial Costs
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Section 3.07  Payment of Estimated Taxes, Operating Costs, HVAC Costs and Janitorial Costs
 (a)
    
    The amounts payable by the Tenant pursuant to Section 3.02,
3.03 and 3.06 hereof may be estimated by the Landlord for such period as the
Landlord determines from time to time, provided such period shall not exceed
twelve (12) months, and the Tenant agrees to pay to the Landlord the amounts so
estimated in monthly installments in advance during such period as Additional
Rent. Notwithstanding the foregoing, as soon as bills for all or any portion
of the said amounts so estimated are received, the Landlord may bill the Tenant
for the Proportionate Share thereof and the Tenant shall pay the Landlord such
amounts so billed (less all amounts previously paid on account by the Tenant on
the basis of the Landlords estimate as aforesaid) as Additional Rent on
demand.(b)
    
    Within a reasonable period of time after the end of the period
for which such estimated payments have been made, and in any event within one
hundred and twenty (120) days of the end of such period, the Landlord shall
deliver to the Tenant a statement from the Landlord, confirmed by the
Landlords independent auditors, of Taxes, Operating Costs, HVAC Costs and
Janitorial Costs, together with a calculation of the Tenants share of the
costs and expenses payable pursuant to Sections 3.02, 3.03 and 3.06 and, if
necessary, an adjustment shall be made between the parties in the following
manner. Such statement shall be accompanied by sufficient particulars of the
amounts sought to be recovered from the Tenant in respect of the foregoing
matters as will permit the Tenant to satisfy itself, acting reasonably, as to
the propriety of the inclusion thereof in Taxes, Operating Costs, HVAC Costs
and Janitorial Costs, as the case may be, in accordance with the provisions
hereof. If the Tenant has paid in excess of the amounts due, the excess shall
be refunded by the Landlord within a reasonable period of time not to exceed
fifteen (15) days after the delivery of the said statement. If the amount the
Tenant has paid is less than the amounts due, the Tenant agrees to pay such
additional amounts due forthwith upon demand. If any fiscal year during the
Term is greater or less than any such period determined by the Landlord as
aforesaid, the Tenants share of the costs and expenses payable, pursuant to
Sections 3.02, 3.03 and 3.06 shall be subjected to a per diem, pro rata
adjustment based upon a period of three hundred and sixty-five (365) days. The
obligations set out herein shall survive the expiration of the Term or earlier
termination of this Lease. Failure of the Landlord to render any statement of
Taxes, Operating Costs, HVAC Costs or Janitorial Costs shall not prejudice the
Landlords right to render such statement thereafter or with respect to any
other period. The rendering of any such statement shall also not affect the
Landlords right to subsequently render an amended or corrected statement. The
Landlord shall, from time to time as relevant, and upon the request in writing
by the Tenant, provide the Tenant with advice as to the amount of the fee being
charged at the relevant time
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for administration and management contemplated by
Section 1.02(22)(A)(xii) of this Lease and an explanation of the basis of
calculating such fee.(c)
    
    The Tenant shall have the right, upon reasonable notice to the
Landlord, and at reasonable times during Business Hours during the six (6)
month period next following the receipt by the Tenant of the relevant
statement(s) referred to in Section 3.07(b) to cause the Tenants independent
auditor to effect a review of the Landlords books and records relating to
Taxes, Operating Costs, HVAC Costs and Janitorial Costs, and the fee being
charged pursuant to Section 1.02(A)(22)(xii) of this Lease, for the purpose of
verifying such statement(s). If such review determines a discrepancy in the
Tenants favor, the Tenant may give written notice thereof to the Landlord. If
the Landlord does not agree with the determination of such review, the parties
shall exercise their reasonable good faith efforts to settle such disagreement
within ninety (90) days following delivery of the Tenants aforesaid notice.
Failing agreement within such ninety (90) day period, the matter shall be
determined by arbitration pursuant to the provisions of the Arbitration Act,
1991. The Landlord shall pay to the Tenant any amount owing to it. Unless
such review determines a discrepancy of at least five percent (5%) in the
aggregate in the Tenants favor, any out-of-pocket costs of the Landlord in
connection with such review will be for the account of the Tenant and shall be
payable by the Tenant to the Landlord forthwith upon Notice thereof to the
Tenant, as Additional Rent.The Landlord estimates that the Utilities Charge and the Proportionate Share
of Taxes, Operating Costs, HVAC Costs and Janitorial Costs for the 2002
calendar year will be $17.26 per square foot of Rentable Area of the Leased
Premises.
 ARTICLE IV
 COMPLEX  CONTROL AND SERVICES
 Section 4.01  Control of the Complex by the Landlord
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(a)
    
    construct improvements in or to the Complex and make
alterations and additions thereto, subtractions therefrom, rearrangements
thereof (including all entrances and exits thereto), build additional storeys
on the Complex and construct additional facilities adjoining or proximate to
the Complex;(b)
    
    relocate or re-arrange the various facilities and improvements
comprising the Complex or erected on the Lands from those existing at the
Commencement Date; and(c)
    
    do and perform such other acts in and to the Complex as in the
use of good business judgment the Landlord determines to be advisable for the
more efficient and proper operations of the Complex. Notwithstanding anything
contained in this Lease, and except when necessary in connection with the
completion of the Landlords rights and obligations provided in this Lease, the
Landlord agrees that in exercising its rights hereinbefore set out and in
performing its obligations under Section 8.03 it will do so in a manner so as
not to unreasonably or materially interfere with the Tenants business
operations, use and enjoyment of the Leased Premises, nor access to and from
the Leased Premises. The Landlord shall exercise any rights contained in this
Section and perform any obligations under Section 8.03, in a reasonable and
prudent manner so as to minimize any disruption to the Tenant during Business
Hours. In the event that in the exercise of its rights or performance of its
duties aforesaid, it must proceed with activities of a nature materially
interfering with or disruptive of the Tenants business operations, use and
enjoyment of the Leased Premises or access to or from them, it will use its
reasonable efforts to do so after Business Hours. In no event shall any such
interference or disruption be of a permanent nature.
 Section 4.02  Landlords Service
 (a)
    
    The Landlord shall provide climate control to the Leased
Premises during HVAC Hours to maintain a temperature adequate for occupancy,
except during the making of repairs, alterations or improvements, and provided
the Landlord shall have no responsibility or liability for failure to supply
climate control service when stopped as aforesaid or when prevented from so
doing by strikes or other Unavoidable Delay. Any rebalancing of the climate
system in the Leased Premises necessitated by the installation of partitions,
equipment or fixtures by the Tenant or by any use of the Leased Premises not in
accordance with the design standard of such system will be performed by the
Landlord at the Tenants expense as an Additional Service to the Tenant. The
Tenant acknowledges that the adjustment and
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balancing of the climate control
systems may not be finalized until the Building is substantially occupied by
tenants.(b)
    
    Subject to the Rules and Regulations, the Landlord shall
furnish, except when repairs, maintenance or replacements are being made,
elevator and escalator service during Business Hours in common with others,
provided that the Tenant and its employees and all other persons using the same
shall do so at their own risk. The Landlord agrees that it will operate at
least one elevator or escalator serving the Leased Premises at all times in
addition to Business Hours (except during Unavoidable Delay), such operation to
be carried out however in a manner consistent with the Landlords security
arrangements from time to time in place.(c)
    
    The Landlord will provide janitorial services to the Leased
Premises consistent with the standards of a first-class office building. The
Landlord shall not be responsible for any indirect or consequential damages
sustained by the Tenant or others as a result of any act or omission or
commission on the part of the persons employed to perform such work. Such work
shall be done at the Landlords direction without interference by the Tenant
and its servants or employees.(d)
    
    The Landlord shall make available electricity for normal
lighting and miscellaneous power requirements and, in normal quantities, water
and other public utilities generally made available to other tenants of the
Building by the Landlord on a 24 hour per day, 7 days per week basis, except
when prevented from doing so by Unavoidable Delay or any other event beyond the
reasonable control of the Landlord.
 Section 4.03  Substitution
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ARTICLE V
 UTILITIES AND ADDITIONAL SERVICES
 Section 5.01  Charge for Utilities
  Section 5.02  Additional Services of the Landlord
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Section 5.03  Third Party Services
  ARTICLE VI
 USE OF LEASED PREMISES
 Section 6.01  Use of the Leased Premises
  Section 6.02  Observance of Law
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ARTICLE VII
 INSURANCE AND INDEMNITY
 Section 7.01  Tenants Insurance
 (a)
    
    The Tenant shall throughout the period that the Tenant is given
possession of the Leased Premises and during the entire Term, at its sole cost
and expense, take out and keep in full force and effect, the following
insurance:
 (i)
    
    all-risk property insurance in an amount equal
to the full replacement cost thereof upon property of every description
and kind owned by the Tenant or for which the Tenant is liable, or
installed by or on behalf of the Tenant and which is located within the
Complex including, without limitation, Leasehold Improvements, tenants
fixtures, the Tenants stock-in-trade, furniture and personal property
provided that if there is a dispute as to the amount which comprises
full replacement cost, the decision of the Landlord, acting reasonably,
shall be conclusive;(ii)
    
    business interruption insurance in such amount
as well reimburse the Tenant for direct or indirect loss of earnings
attributable to all perils insured against in Section 7.01(a)(i) and
other perils commonly insured against by prudent tenants or
attributable to prevention of access to the Leased Premises or the
Building as a result of such perils;(iii)
    
    comprehensive general and legal liability
insurance, including personal injury liability, contractual liability
and owners and contractors protective insurance coverage with respect
to the Leased Premises and the Tenants use of the Complex, coverage to
include the activities and operations conducted by the Tenant and any
other person for whom the Tenant is in law responsible. Such policies
shall be written on a compressive basis with inclusive limits of not
less than Five Million Dollars ($5,000,000) for bodily injury to any
one or more persons or property damage, and such higher limits as the
Landlord, acting reasonably, or the Mortgagee requires from time to
time and is customary in the real estate industry at the time, and
shall contain a severability of interests clause and a cross-liability
clause; and(iv)
    
    any other form of insurance which the Landlord,
acting reasonably, requires from time to time in form, in amounts and
for risks against which a prudent tenant would insure.
 (b)
    
    All policies shall:
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(i)
    
    be taken out with insurers acceptable to the
Landlord, acting reasonably;(ii)
    
    be in a form satisfactory from time to time to
the Landlord, acting reasonably;(iii)
    
    be non-contributing with and shall apply only
as primary and not as excess to any other insurance available to the
Landlord or the Mortgagee;(iv)
    
    not be invalidated as respects the interests of
the Landlord and of the Mortgagee by reason of any breach or violation
of any warranties, representations or conditions contained in the
policies;(v)
    
    contain any undertaking by the insures to
notify the Landlord and the Mortgagee in writing not less than thirty
(30) days prior to any material change, cancellation or termination
thereof; and(vi)
    
    name the Landlord and the Mortgagee as
additional insured parties, as their interests may appear, and, in
respect of property damage insurance, incorporate the Mortgagees
standard mortgage clause.
 (c)
    
    Certificates of insurance on the Landlords standard form or in
a form satisfactory to the Landlord, acting reasonably, evidencing the Tenants
compliance with its insurance obligations hereunder, or if required by the
Mortgagee certified copies of each such insurance policy will be delivered to
the Landlord as soon as practicable after the placing of the required
insurance. Provided that no review or approval of any such insurance
certificate by the Landlord shall derogate from or diminish the Landlords
rights or the Tenants obligations contained in this Article.(d)
    
    If the Tenant fails to take out or keep in force any insured
referred to in this Section 7.01, or should any such insurance not be approved
by either the Landlord or the Mortgagee and should the Tenant not commence to
diligently rectify (and thereafter proceed to diligently rectify) the situation
within two (2) Business Days after written notice by the Landlord to the Tenant
(stating, if the Landlord or the Mortgagee does not approve of such insurance,
the reasons therefor), the Landlord has the right without assuming any
obligation in connection therewith to effect such insurance at the sole cost of
the Tenant and all outlays by the Landlord shall be paid by the Tenant to the
Landlord on demand as Additional Rent without prejudice to any other rights and
remedies of the Landlord under this Lease.(e)
    
    The Tenant agrees that in the event of damage or destruction to
the Leasehold improvements in the Leased Premises covered by insurance pursuant
to Section 7.01(a)(i), unless the Lease is terminated pursuant to Section 9.01
or Section 9.02 hereof, the Tenant shall use the proceeds of
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such insurance for
the purpose of repairing or restoring such Leasehold Improvements. In the
event of damage to or destruction of the Complex or the Building entitling the
Landlord to terminate the Lease pursuant to Section 9.01(b) or 9.02, then if
the Leased Premises have also been damaged or destroyed, the Tenant shall
forthwith pay to the Landlord all of its insurance proceeds relating to the
Leasehold Improvements in the Leased Premises and if the Leased Premises have
not been damaged or destroyed, the Tenant shall upon demand deliver to the
Landlord in accordance with the provisions of this Lease the Leasehold
Improvements and the Leased Premises.
 Section 7.02  Increase in Insurance Premiums
  (a)
    
    the occupation of the Leased Premises;(b)
    
    the conduct of business in the Leased Premises; or(c)
    
    any act or omission of the Tenant in the Complex or any part thereof;
  Section 7.03  Cancellation of Insurance
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Section 7.04  Loss or Damage
  Section 7.05  Landlords Insurance
  (a)
    
    insurance on the Building (excluding the foundations and
excavations but including Leasehold Improvements installed in rentable premises
within the Building with the approval of the Landlord) and the machinery,
boilers and equipment contained therein or servicing the Building and owned by
the Landlord or the owners of the Complex (specifically excluding any property
with respect to which the Tenant and other tenants are obliged to insure
pursuant to Section 7.01 or similar sections of their respective leases)
against damage by fire and extended perils or all-risks coverage;(b)
    
    public liability and property damage insurance with respect to
the Landlords operations in the Complex;(c)
    
    loss of rental income insurance, or loss of insurable gross
profits commonly insured against by the prudent landlords, including loss of
all
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rentals receivable from tenants in the Complex in accordance with the
provisions of their leases, including basic additional rentals; and(d)
    
    such other form or forms of insurance as the Landlord or the
Mortgagee reasonably considers advisable.
  Section 7.06  Indemnification
   (a)
    
    any breach by the Landlord of any provisions of this Lease;(b)
    
    any loss, injury (including death) or damage in respect of
persons or property arising out of or in connection with any negligence of the
Landlord or those for whom the Landlord is in law responsible on or about the
Complex.
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Section 7.07  Limitations of Liability
 (a)
    
    the Tenant shall not be liable to the Landlord in respect of
any loss, injury or damage insured by the Landlord under Sections 7.05(a) and
(c) to the extent of any recovery by the Landlord under such insurance or any
amount which, in the case of insurance which the Landlord has agreed, but
failed to carry, or in the case of any other default by the Landlord of its
insurance obligations under this Article VII, could reasonably have been
expected to have been recovered; and(b)
    
    The Landlord shall not be liable to the Tenant in respect of
any loss, injury or damage to property insured or required to be insured by the
Tenant under Sections 7.01(a)(i) and (ii).
 ARTICLE VIII
 MAINTENANCE, REPAIRS AND ALTERATIONS
 Section 8.01  Maintenance and Repairs by the Tenant
 (a)
    
    Subject to Sections 9.01 and 9.02, the Tenant shall at all
times at its sole cost, keep and maintain the Leased Premises, exclusive of
Common Use Equipment, in good order, first class condition and repair (which
shall include, without limitation, periodic painting and decoration), as
determined by the Landlord, acting reasonably, subject only to normal wear and
tear not inconsistent with good order, first class condition and repair.(b)
    
    The Tenant shall examine the Leased Premises before taking
possession thereof and unless the Tenant furnishes the Landlord with a notice
in writing specifying any defect in the construction of the Leased Premises
within seven (7) days after such taking of possession, the Tenant shall
conclusively be deemed to have examined the Leased Premises, to have agreed
that they are in order, and such taking of possession without the giving of
such notice as aforesaid within such seven (7) day period is conclusive
evidence against the Tenant that at the time thereof the Leased Premises were
in good order and satisfactory condition, subject to latent defects, if any.
The Tenant agrees that there is no promise, representation or undertaking by or
binding upon the Landlord with respect to the use of the Leased Premises or any
alteration, remodeling or redecorating of or installation of equipment or
fixtures in the Leased Premises, except such, if any, as are expressly set
forth in this Lease or the Agreement to Lease.
 Section 8.02  Landlords Approval of the Tenants Repairs, Replacements, Leasehold
Improvements and Trade Fixtures
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(a)
    
    for its prior approval details of the proposed work, including
drawings and specifications prepared by qualified architects, engineers or
other qualified persons acceptable to the Landlord, acting reasonably,
conforming to good engineering practice;(b)
    
    such indemnification against liens, costs, damages and expenses
(including its costs and expenses incurred, or which may be incurred, in
reviewing the proposed work and supervising its completion) and such insurance
coverages as the Landlord reasonably requires; and(c)
    
    evidence satisfactory to the Landlord, acting reasonably, that
the Tenant has obtained at its expense all necessary consents, permits,
licenses and inspections from all governmental and regulatory authorities
having jurisdiction.
  (i)
    
    with first class materials owned by the Tenant
(except that trade fixtures need not be owned by the Tenant) at the
sole cost of the Tenant;(ii)
    
    by competent workmen approved by the Landlord,
such approval not to be unreasonably withheld or delayed, and whose
labor union affiliations are capatible with others employed by the
Landlord and its contractors;(iii)
    
    in a good and workmanlike manner;(iv)
    
    in accordance with the drawings and
specifications approved by the Landlord, such approval not to be
unreasonably withheld or delayed; and(v)
    
    in accordance with the reasonable regulations,
guidelines and controls from time to time issued by the Landlord in
respect thereof and subject to the supervisions and inspection of the
Landlord.
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Section 8.03  Maintenance and Repairs by the Landlord
 (a)
    
    The Landlord covenants with the Tenant to keep in a good and
reasonable state of repair, and consistent with the general standards of
comparable office buildings of comparable age in the immediate area of the
Complex, but subject to Sections 9.01 and 9.02, and with the exception of
reasonable wear and tear:
 (i)
    
    those portions of the Complex consisting of the
courts, concourses, lobbies, landscaped areas, entrances and other
facilities from time to time provided for common use and enjoyment, and
the exterior portions of all buildings and structures from time to time
forming part of the Complex and affecting its general appearance;(ii)
    
    the Building (other than the Leased Premises
and premises of other tenants) including the structure, foundation,
roof, exterior walls, the Common Use Equipment, the elevators,
escalators, entrances, stairways, corridors and lobbies and washrooms
from time to time provided for use in common by the Tenant and other
tenants of the Buildings and the system provided for bringing utilities
to the Leased Premises; and(iii)
    
    the structural members or elements of the
Leased Premises.
 (b)
    
    Subject to Sections 9.01 and 9.02, the Landlord covenants with
the Tenant to repair Insured Damage.(c)
    
    The Tenant acknowledges and agrees that the Landlord is not
liable for any damages, direct, indirect or consequential, or for damages for
personal discomfort, illness or inconvenience of the Tenant or the Tenants
servants, clerks, employees, invitees or other persons by reason of failure of
any equipment, facilities or systems servicing the Building unless
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caused by
the negligence of the Landlord or those for whom it is in law responsible (but
in no event shall the Landlord be liable for indirect or consequential damages
or for damages for personal discomfort, illness or inconvenience as aforesaid)
or of reasonable delays in the performance of any repairs, replacements and
maintenance for which the Landlord is responsible pursuant to this Lease and no
such delay shall entitle the Tenant to any compensation or abatement
whatsoever.(d)
    
    If the Tenant refuses or neglects to carry out any repairs
properly required to be carried out by it under this Lease and to the
reasonable satisfaction of the Landlord, the Landlord may, after Notice of
default to the Tenant as required by Section 13.07 and the Tenant being given
an opportunity to cure such default as set forth therein, but shall not be
obliged to, make such repairs without being liable for any loss or damage that
may result to the Tenants merchandise, fixtures or other property or to the
Tenants business by reason thereof and upon completion thereof, the Tenant
shall pay to the Landlord the Additional Service Cost in respect thereof
without duplication of charge to the Tenant under any other section of this
Lease.
 Section 8.04  Surrender of the Leased Premises
  Section 8.05  Repair Where the Tenant is At Fault
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Section 8.06  Tenant Not to Overload Facilities
  Section 8.07  Tenant Not to Overload Floors
  Section 8.08  Removal and Restoration by Tenant
 (a)
    
    All Leasehold Improvements shall immediately become the
property of the Landlord upon affixation or installation without compensation
therefore to the Tenant, but the Landlord is under no obligation to repair,
maintain or insure any Leasehold Improvements. Leasehold Improvements and
trade fixtures shall not be removed from the Leased Premises either during or
at the expiration or earlier termination of the Term except that:
 (i)
    
    the Tenant may during the Term in the usual or
normal course of its business and without the prior written consent of
the Landlord remove its trade fixtures, provided that such trade
fixtures have become excess for the Tenants purposes or the Tenant is
substituting new and similar trade fixtures therefor, and provided that
the Tenant is not in default under this Lease; and(ii)
    
    the Tenant shall, immediately prior to the
expiration of the Term and at its own cost remove, all trade fixtures
and such of the Leasehold Improvements as the Landlord requires to be
removed and shall forthwith repair any damage to the Leased Premises
caused by their installation (unless such installation has been
approved by the Landlord) and removal, failing which such may be
completed by the Landlord as an Additional Service to the Tenant.
 (b)
    
    If the Tenant does not remove its trade fixtures at the
expiration or earlier termination of the Term, the trade fixtures shall, at the
option of the Landlord, become the property of the Landlord and, as an
Additional Service to the Tenant, may be removed from the Leased Premises and
sold or disposed of by the Landlord in such manner as it deems advisable.
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Section 8.09  Notice by the Tenant
  Section 8.10  Tenant to Discharge All Liens
   Section 8.11  Signs and Advertising
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ARTICLE IX
 DAMAGE AND DESTRUCTION
 Section 9.01  Destruction of the Leased Premises
 (a)
    
    If the Leased Premises are at any time destroyed or damaged
(including, without limitation, smoke and water damage) as a result of fire,
the elements, accident or other casualty required to be insured against by the
Landlord pursuant to Section 7.05 hereof or otherwise insured against by the
Landlord, and if as a result of such occurrence:
 (i)
    
    The Leased Premises are rendered untenantable
only in part, this Lease shall continue in full force and effect and
the Landlord shall, subject to Sections 9.01(b) and 9.02(a) hereof,
commence diligently to reconstruct, rebuild or repair the Leased
Premises to the extent only of its obligation under Section 8.03, and
Basic Rent and Additional Rent shall abate proportionately to the
portion of the Leased Premises rendered untenantable from the date of
the destruction or damage and until the Landlords repairs have been
completed;(ii)
    
    the Leased Premises are rendered wholly
untenantable, this Lease shall continue in full force and effect and
the Landlord shall, subject to Sections 9.01(b) and 9.02(a) hereof,
commence diligently to reconstruct, rebuild or repair the Leased
Premises to the extent only of its obligations under Section 8.03 and
Basic Rent and Additional Rent shall abate entirely from the date of
the destruction or damage and until the Landlords repairs have been
completed;(iii)
    
    the Leased Premises are not rendered
untenantable in whole or in part, this Lease shall continue in full
force and effect, the rent and other amounts payable by the Tenant
shall not terminate, be reduced or abate and the Landlord shall,
subject to Sections 9.01(b) and 9.02(a) hereof, commence diligently to
reconstruct, rebuild or repair the Leased Premises to the extent only
of its obligation under Section 8.03.
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(b)
    
    Notwithstanding anything contained in Section 9.01(a), if the
Leased Premises are damaged or destroyed by any cause whatsoever, and if, in
the opinion of the Landlord reasonably arrived at, the Leased Premises cannot
be reconstructed, rebuilt or repaired and made fit for the purpose of the
Tenant within ninety (90) days of the happening of the damage or destruction,
the Landlord, instead of reconstructing, rebuilding or repairing the Leased
Premises in accordance with Section 9.01(a), may at its option elect to
terminate this Lease by giving to the Tenant Notice of termination within
thirty (30) days after such damage or destruction, and thereupon Basic Rent,
Additional Rent and other payments for which the Tenant is liable under this
Lease shall be apportioned and paid to the date of such damage or destruction,
and the Tenant shall immediately deliver up vacant possession of the Leased
Premises to the Landlord in accordance with the terms of this Lease.(c)
    
    Upon the Tenant being given Notice by the Landlord that the
Landlords repairs have been substantially completed, the Tenant shall
forthwith complete all reconstruction, rebuilding or repairs to the Leased
Premises which are the Tenants responsibility under Section 8.01 and all other
work required to fully restore the Leased Premises for business in every case
at the Tenants cost and without any contribution to such cost by the Landlord,
whether or not the Landlord has at any time made any contribution to the cost
of supply, installation or construction of Leasehold Improvements in the Leased
Premises. The Tenant shall diligently complete the Tenants repairs.(d)
    
    Nothing in this Section 9.01 requires the Landlord to rebuild
the Leased Premises in the condition and state that existed before any such
occurrence, provided that the Leased Premises as rebuilt will have reasonably
similar, and at least the, facilities and services to those in the Leased
Premises prior to the damage or destruction having regard, however, to the age
of the Complex at such time.
 Section 9.02  Destruction of the Complex
 (a)
    
    Notwithstanding anything contained in this Lease and
specifically notwithstanding the provisions of Section 9.01 hereof, if:
 (i)
    
    thirty-five percent (35%) or more of the area
of the Building; or(ii)
    
    fifty percent (50%) or more of the Total
Complex Rentable Area;
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(b)
    
    If all or any part of the Complex is at any time destroyed or
damaged as set out in Section 9.02(a), and the Landlord does not elect to
terminate this Lease in accordance with the rights hereinbefore granted, the
Landlord shall, following such destruction or damage, commence diligently to
reconstruct, rebuild or repair, if necessary, that part of the Complex or the
Building which was damaged or destroyed, but only to the extent of the
Landlords responsibilities pursuant to the terms of the various leases for the
premises in the Complex and the Building including, without limitation, this
Lease, as the case may be, and exclusive of any tenants responsibilities set
out therein. If the Landlord elects to repair, reconstruct or rebuilt the
Complex and the Building, as the case may be, or any part thereof, the Landlord
may repair, reconstruct or rebuild according to plans and specifications and
working drawings other than those used in the original construction of the
Complex and the Building, as the case may be, or any part thereof, provided
that such plans, specifications and working drawings shall provide for
facilities which, in all material respects, are the same as those in existence
prior to such destruction or damage.
 ARTICLE X
 TRANSFER AND SALE
 Section 10.01  Assigning and Subletting
  (a)
    
    whether any such Transfer is in violation or breach of any
covenants or restrictions granted by the Landlord to other tenants or occupants
or prospective tenants or occupants in the Complex;
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(b)
    
    whether any such Transfer will result in a material change in
the character of public traffic to and from the Leased Premises or in a use of
the Leased Premises incompatible with the other occupants of the Complex and
the use of their premises;(c)
    
    whether in the Landlords reasonable opinion the financial
background, business history and capability of the proposed transferee is
satisfactory;(d)
    
    intentionally deleted, and(e)
    
    whether the proposed person or entity to whom the Transfer
being made is an existing tenant in the Complex.
  Business Corporations Act
 Section 10.02  Landlords Consent
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Section 10.03  Conditions of Transfer
 (a)
    
    If there is a permitted Transfer, the Landlord may accept rent
from the transferee and apply the net amount collected to the rent required to
be paid pursuant to this Lease, but no acceptance by the Landlord of any
payment by the transferee shall be deemed a waiver of the provisions of Article
X hereof or the acceptance of the transferee as tenant or a release of the
Tenant from the further performance by the tenant of the covenants or
obligations on the part of the Tenant herein contained. Any consent by the
Landlord shall be subject to the Tenant executing and causing any such
transferee to promptly execute an agreement directly with the Landlord
agreeing:
 (i)
    
    to be bound by all of the terms, covenants and
conditions contained in this Lease as if such transferee had originally
executed this Lease as tenant; and(ii)
    
    provided the Landlord is entitled to otherwise
withhold its consent, to amend the Lease so as to incorporate any
conditions imposed by the Landlord in its consent acting reasonably and
in accordance with the provisions of this Lease.
 (b)
    
    Notwithstanding any such Transfer permitted or consented to by
the Landlord, the Tenant shall be jointly and severally liable with the
transferee under this Lease and shall not be released from performing any of
the terms, covenants and conditions of this Lease.(c)
    
    Intentionally deleted.(d)
    
    Any document or consent evidencing any Transfer permitted by
the Landlord or setting out any terms applicable to such Transfer or the rights
and obligations of the Tenant or the transferee thereunder, shall be prepared
by the Landlord or its solicitors, and all reasonable legal and other costs
with respect thereto shall be paid by the Tenant to the Landlord or its
solicitors forthwith upon demand as Additional Rent, together with an
administrative fee payable to the Landlord in the amount of Three Hundred
Dollars ($300).(e)
    
    Where the Landlord gives its consent to a Transfer, the Tenant
shall pay forthwith to the Landlord as Additional Rent any consideration
(whether profit or otherwise but net of all reasonable out-of-pocket costs
incurred by the Tenant in connection therewith) received by the Tenant (in its
capacity as assignor, sublessor or transferor) and relating to this Lease
and/or the Leased Premises whether directly or indirectly from any assignee,
sublessee or transferee, whether in the form of cash, goods or services.
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Section 10.04  No Advertising of the Leased Premises
  Section 10.05  Corporate Ownership
    Section 10.06  Assignment by the Landlord
  ARTICLE XI
 ACCESS AND ALTERATIONS
 Section 11.01  Right of Entry
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Section 11.02  Right to Show Leased Premises
  Section 11.03  Entry Not Forfeiture
  Section 11.04  Landlords Covenant for Quiet Enjoyment
  ARTICLE XII
 STATUS STATEMENT, ATTORNMENT AND SUBORDINATION
 Section 12.01  Status Statement
  (a)
    
    that this Lease is unmodified and in full force and effect (or
if there have been modifications, that this Lease is in full force and effect
as modified and identifying the modification agreements);(b)
    
    the Commencement Date;
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(c)
    
    the date to which Basic Rent and Additional Rent have been paid
under this Lease;(d)
    
    whether there is any existing or alleged default by either
party under this Lease with respect to which a notice of default has been
served and if there is any such default, specifying the nature and extent
thereof; and(e)
    
    whether there are any defences or counterclaims against
enforcement of the obligations to be performed by the Tenant under this Lease;
and(f)
    
    intentionally deleted.
 Section 12.02  Subordination and Attornment
  Section 12.03  Attorney
  Section 12.04  Financial Information
  Section 12.05  Acknowledgement of Title
  (a)
    
    covenants, restrictions, easements, agreements and reservations
of record, and any easements, licenses, rights-of-way and cost sharing
arrangements and agreements respecting the same hereafter made in connection
with the provision of access or services to the Complex or otherwise in
connection with the Common Facilities and which may affect the Landlords
title;(b)
    
    all laws, by-laws, ordinances, regulations and orders of the
City of Toronto, Municipality of Metropolitan Toronto, Province of Ontario and
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Government of Canada, and of all statutory commissions, boards and bodies
having jurisdiction over the Leased Premises;(c)
    
    the condition of the Landlords title existing at the date
hereof; and(d)
    
    municipal realty taxes, local improvement rates, duties,
assessments, water and sewer rates and other impositions accrued or unaccrued.
 ARTICLE XIII
 DEFAULT
 Section 13.01  Right to Re-enter
  (a)
    
    the Tenant fails to pay any Basic Rent or Additional Rent or
other sums due hereunder on the day or dates appointed for the payment thereof
(providing the Landlord first gives five (5) days Notice to the Tenant of any
such failure); or(b)
    
    the Tenant fails to observe or perform any other of the terms,
covenants or conditions of this Lease to be observed or performed by the Tenant
(other than the terms, covenants or conditions set out below in subparagraphs
(c) to (l), inclusive, for which no Notice shall be required), provided the
Landlord first gives the Tenant ten (10) days (or such longer period of time as
is reasonable in the circumstances) Notice of any such failure to perform and
the Tenant within such period of ten (10) days fails to commence diligently
and, thereafter to proceed diligently to cure any such failure to perform; or(c)
    
    the Tenant falsifies any report or statement required to be
furnished to the Landlord pursuant to this Lease, or any agent of the Tenant
falsifies any such report or statement and the Tenant knows or ought to have
known of such falsification; or(d)
    
    the Tenant or any Guarantor of this Lease or any person
occupying the Leased Premises or any part thereof or any licensee,
concessionaire or franchisee operating any business in the Leased Premises
become bankrupt or insolvent or takes the benefit of any act now or hereafter
in force for bankrupt or insolvent debtors or files any proposal or makes any
assignment for the benefit of creditors or any arrangement or compromise; or(e)
    
    a receiver or a receiver and manager is appointed for all or a
portion of the property of the Tenant, any Guarantor or any such occupant,
licensee, concessionaire or franchisee; or
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(f)
    
    any steps are taken or any action or proceedings are instituted
by the Tenant or by any other party including, without limitation, any court or
governmental body of competent jurisdiction for the dissolution, winding-up or
liquidation of the Tenant or its assets and, in the case of steps taken or any
action or proceedings instituted by a third party, they are not set aside
within twenty (20) days of the Tenant receiving notice thereof; or(g)
    
    intentionally deleted; or(h)
    
    intentionally deleted; or(i)
    
    intentionally deleted; or(j)
    
    the Tenant purports to make a Transfer, except in a manner
permitted by this Lease; or(k)
    
    this Lease or any of the Tenants assets are taken under any
writ of execution; or(l)
    
    re-entry is permitted under any other terms of this Lease.
  Section 13.02  Right to Re-let
  44




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Section 13.03  Termination
  Section 13.04  Accelerated Rent
  Section 13.05  Expenses
  Section 13.06  Waiver of Exemption From Distress
  45




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Section 13.07  Landlord May Cure Tenants Default or Perform Tenants Covenants
  Section 13.08  Additional Rent
  Section 13.09  Remedies Generally
  46




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Section 13.10  Holding Over
  Section 13.11  No Waiver
  ARTICLE XIV
 MISCELLANEOUS
 Section 14.01  Rules and Regulations
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Section 14.02  Deposit
  Section 14.03  Pest Control
  Section 14.04  Obligations As Covenants
  Section 14.05  Amendments
  Section 14.06  Certificates
  (a)
    
    a certificate procured by the Landlord from an independent
architect, professional engineer, quantity surveyor or other individual
qualified in the Landlords opinion, acting reasonably, as to the Rentable Area
or the Useable Area of the Leased Premises, or the Total Complex Rentable Area,
any question of fact concerning the completion of any construction or other
work either by the Landlord or the Tenant, the extent to which the completion
of any such work has been delayed by Unavoidable Delay, the time necessary to
complete repairs, the allocation of insurance proceeds, whether the Complex or
any part thereof is being kept in good repair, order and condition as required
by this Lease, the determination or
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allocation of any costs of utilities, the appropriateness of costs and
expenses included in Operating Costs, HVAC Costs and Janitorial Costs, the
allocation of Taxes to the Leased Premises, the cause of any destruction or
damage, the extent to which rentable premises in the Complex are incapable
of being used fro their intended purposes by reason of any destruction or
damage;(b)
    
    a certificate procured by the Landlord from a licensed public
accountant, who may be the Landlords auditor or employee, as to any question
of fact or opinion concerning the computation of Taxes, Operating Costs, HVAC
Costs and Janitorial Costs and the proper amount of any payment to the Landlord
or the Tenant under this Lease; and(c)
    
    The Architect and any of the Landlords engineers, auditors,
assessors, consultants and other similar parties acting under or in connection
with this Lease will be, where required by law, qualified to practice in
Ontario and their decisions or determinations will be governed by generally
accepted practices and procedures standard to their profession or vocation, to
the extent applicable.
  Section 14.07  Time
  Section 14.08  Successors and Assigns
  Section 14.09  Governing Law
  Section 14.10  Headings
  49




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##### 



Section 14.11  Entire Agreement
  Section 14.12  Severability
  Section 14.13  No Option
  Section 14.14  Occupancy Permit
  Section 14.15  Place for Payments
  Section 14.16  Extended Meanings
  50




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##### 



Section 14.17  No Partnership Or Agency
  Section 14.18  Unavoidable Delay
  Section 14.19  Registration
 (a)
    
    Neither the Tenant nor anyone on the Tenants behalf or
claiming under the Tenant shall register this Lease or any assignment or
sublease of this Lease or any document evidencing any interest of the Tenant in
the Lease or the Leased Premises. Either party may register a document (a
Notice of Lease) for the purpose only of giving notice of this Lease or of
any permitted Transfer, provided that the Notice of Lease shall:
 (i)
    
    be prepared by the part who wishes to register
it (or its solicitors) at such partys expense;(ii)
    
    in the case of a Notice of Lease which the
Tenant wishes to register, be approved by the Landlord prior to
registration, such approval not to be unreasonably withheld; and(iii)
    
    only describe the parties, the Leased
Premises, the Commencement Date, the expiration of the Term, any right
to renew or extend the Term, any right to other space in the Building
and any right to parking in the Parking Garage.
 (b)
    
    All costs, expenses and taxes necessary to register or file the
application to register notice of this Lease or of any permitted Transfer shall
be the sole responsibility of the party wishing to effect registration, and
such party will complete any necessary affidavits required for registration
purposes.
 51




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##### 



Section 14.20  Joint and Several Liability
  Section 14.21  Name of Complex
   Section 14.22  Changes in the Complex
  Section 14.23  Additional Provisions
 (a)
    
    Whenever in this Lease the consent, approval, leave,
designation, judgment, exercise of discretion (including, without limitation,
the determination of any estimate to be made by the Landlord pursuant to the
terms of this Lease), permission or similar decision is required of the
Landlord or of the Tenant or their respective Architects, engineers, auditors,
assessors, consultants and other similar consultants, except as otherwise
specifically provided to the contrary and subject to any covenants or
restrictions granted by the Landlord, acting in good faith and for valid
business reasons, to the Mortgagee, other tenants or occupants or prospective
tenants or occupants in the Complex, such consents, approvals, leaves,
designations, judgments, exercises of discretion, permissions or decisions
shall not be exercised or withheld unreasonably and such parties shall be bound
to act reasonably and within such time
 52




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##### 



limitations as are reasonable in all of the circumstances and subject to the
specific provisions of this Lease.
 (b)
    
    Where the Landlord itself performs work on the Tenants behalf
pursuant to this Lease or provides services, including Utilities, to the Leased
Premises, unless otherwise expressly provided herein, the Landlords charges
will be on a comparable basis to the charges of others performing work or
providing services of a similar nature and quality plus any other
administrative or overhead charge agreed to by the parties or as otherwise
provided for in this Lease.
 ARTICLE XV
 GUARANTEE
 Section 15.01  Guarantee of Performance
  Section 15.02  Further Assurances
   LANDLORD:
    
    STOCKTON & BUSH 2345 LIMITEDPer:Name:
    
    Gerry S. GotfritTitle:
    
    PresidentI/We have authority to bind the corporation.TENANT:
    
    OSI Group Inc.By:Name:Title:By:Name:Title:I/We have authority to bind the corporation.
 53




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##### 



SCHEDULE A  PLAN SHOWING LOCATION OF LEASED PREMISES
  54




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##### 



SCHEDULE A
  Diagram not shown
 55




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##### 



SCHEDULE A
  Diagram not shown
 56




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##### 



SCHEDULE B  LEGAL DESCRIPTION
     (a)
    
    over the common elements of Metropolitan Toronto Condominium Plan No. 962;(b)
    
    over part of said Lot A, Plan 806 designated as Part 23 on Plan 66R-16134; and(c)
    
    over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806
designated as Parts 4 and 8 on Plan 66R-16134;
   (a)
    
    over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806
designated as Parts 12, 14, 15 and 16 on Plan 66R-16134;(b)
    
    over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806
designated as Part 13 or Plan 66R-16134;(c)
    
    over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806
designated as Parts 17, 18 and 19 on Plan 66R-16134;(d)
    
    over part of said Lot 1, Concession 1, East of Yonge Street designated as Part 11 on Plan
66R-16134;(e)
    
    over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806
designated as Parts 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 on Plan 66R-16134;(f)
    
    over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806
designated as Parts 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 on Plan 66R-16134;
 57




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##### 



(g)
    
    over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806
designated as Parts 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 on Plan 66R-16134; and(h)
    
    over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806
designated as Parts 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 on Plan 66R-16134;
 58




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##### 



SCHEDULE C  RULES AND REGULATIONS  OFFICE TENANT
 1.
    
    The sidewalks, hallways, entries, passages, elevators and staircase shall not be obstructed
or used by the Tenant, his agents, servants, contractors, invitees or employees for any
purpose other than ingress to and egress from the Leased Premises. The Landlord reserves
entire control of all parts of the Complex employed for the common benefit of the tenants and,
without restricting the generality of the foregoing, the sidewalks, entries, corridors and
passage not within the Leased Premises, washrooms, lavatories, air-conditioning closets, fan
rooms, janitors closets, electrical closets and other closets, stairs, elevator shafts,
flues, stacks, pipe shafts and ducts, and shall have the right to place such signs and
appliances therein as it may deem advisable, provided that ingress to and egress from the
Leased Premises is not unduly impaired thereby.2.
    
    The Tenant, his agents, servants, contractors, invitees or employees, shall not bring in or
take out, position, construct, install or move any safe, business machine or other heavy
office equipment without first obtaining the consent in writing of the Landlord. In giving
such consent, the Landlord shall have the right, in its sole discretion, to prescribe the
weight permitted and the position thereof and the use and design of planks, skids or platforms
to distribute the weight thereof. All damages done to the Complex by moving or using any such
heavy equipment or other office equipment or furniture shall be repaired at the expense of the
Tenant. The moving of all heavy equipment or other office equipment or furniture shall occur
only between 6:00 oclock p.m. and the following 8:00 oclock a.m. or any other time consented
to by the Landlord and the persons employed to move the same in and out of the Complex must be
acceptable to the Landlord. Safes and other heavy equipment will be moved through the halls
and corridors only upon steel bearing plates. No freight or bulky matter of any description
will be received into the Complex except through facilities and designated doors and at hours
designated by the Landlord, acting reasonably and under the supervision of the Landlord, and
the Tenant shall pay the reasonable expense in connection therewith.3.
    
    All persons entering and leaving the Complex at any time other than during normal business
hours shall register in the books kept by the Landlord at or near the night entrance, and the
Landlord will have the right to prevent any person from entering or leaving the Complex unless
provided with a key or key-card to the Leased Premises to which such person seeks entrance, or
a pass in a form to be approved by the Landlord. The Landlord shall be under no
responsibility for failure to enforce this rule.4.
    
    In connection with any computer-accessed security system for after-hours operation which the
Landlord may operate from time to time, such will result in personnel of the Tenant receiving
a computer access key-card or being apprised of a personal combination for the purpose of
access to the Building and/or the Leased Premises. An initial deposit may be required for the
Tenant for each key-card and charges will be made for loss of or changes to key-cards. No
one, other than the Landlords staff or security personnel, will have access to t outside
entrance doors of the Building. The Landlord shall have absolute control respecting security
of the Complex.
 59




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##### 



5.
    
    The Tenant shall advise the Landlord of the names of its personnel who are to be issued any
such key-card or personal combination and of changes thereto forthwith. Should a key or
key-card be lost, or should a personal combination come to the knowledge of any unauthorized
person, the Tenant shall forthwith advise the Landlord. The Landlord shall not be required to
open the entrance door to the Leased Premises for the purpose of permitting entry therein to
any person not having a key or key-card that permits access to the Leased Premises. If guests
or visitors of the Tenant require access to the Leased Premises after Business Hours, the
Landlord may require that the Tenant come to the lobby and escort the guest or visitor
directly to the premises. Tenant should advise the Landlord if the Leased Premises are to
remain closed and unoccupied for a duration longer than five (5) days.6.
    
    The Tenant shall not place or cause to be placed any additional locks or locking devices upon
any doors of the Leased Premises without the approval of the Landlord, and subject to any
conditions imposed by the Landlord. Additional keys or key-cards must be obtained from the
Landlord at the cost of the Tenant, and all keys or key-cards must be so keyed to integrate
with the key or key-card systems of the Complex.7.
    
    The water closets and other water apparatus shall not be used for any purpose other than
those for which they were constructed, and no sweepings, rubbish, rags, ashes or other
substances (other than such substances as the water closets and other water apparatus were
intended to receive) shall be thrown therein and Tenants shall not let the water run unless it
is in actual use. Any damage resulting from misuse shall be borne by the Tenant by whom or by
whose agents, servants, or employees the same is caused.8.
    
    No one shall use the Leased Premises for sleeping apartments or residential purposes, or for
the storage of personal effects or articles other than those required for business purposes.9.
    
    The Tenant shall permit window cleaners to clean the windows of the Leased Premises during
normal business hours.10.
    
    Canvassing, soliciting and peddling in or about the Complex is prohibited.11.
    
    Any hand trucks, carry-alls, or similar appliances used in the Complex shall be equipped with
rubber tires, side guards and such other safeguards as the Landlord shall require.12.
    
    No animals (other than trained guide-dogs accompanying the vision-impaired) or birds shall be
brought into the Complex.13.
    
    The Tenant shall not install or permit the installation or use of any machine dispensing
goods for sale in the Leased Premises or the Complex, or permit the delivery of any food or
beverage to the Leased Premises without the approval of the Landlord or in contravention of
any regulations fixed or to be fixed by the Landlord. Only persons authorized by the Landlord
shall be permitted to deliver, or to use the elevators in the Complex for the purpose of
delivering, food or beverages to the Leased Premises.
 60




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##### 



14.
    
    No noise caused by any instrument or other devise or otherwise which, in the opinion of the
Landlord, may be calculated to disturb the other tenants of the Complex, shall be permitted.15.
    
    The Landlord will have the care of all heating and air-conditioning apparatus installed by it
and give all information for the regulation of same.16.
    
    The Tenant, when closing the Leased Premises in the day or evening, shall see that all doors,
windows and skylights are closed, thus avoiding possible damage from fire, storms, rain or
freezing, and shall assist in the security of the Leased Premises and Complex.17.
    
    No Tenant shall do or permit anything to be done in or upon the Leased Premises, or bring or
keep anything therein, which will in any way conflict with the laws relating to fire or with
the regulations of the Fire Department or the Health Department, or with any of the rules or
regulations of any governing authority having jurisdiction over the Complex.18.
    
    Each Tenant shall keep the Leased Premises in a good state of preservation and cleanliness
and shall not suffer any accumulation of useless property or rubbish therein. No animals
shall be kept in or about the Leased Premises.19.
    
    The Tenant shall not place or maintain any supplies, merchandise or other articles elsewhere
than within the Leased Premises.20.
    
    The Tenant shall not place any debris, garbage, trash or refuse or permit the same to be
placed or left in or upon any part of the Complex outside of the Leased Premises except areas
designated for such purposes, and the Tenant shall not allow any undue accumulation of any
debris, garbage, trash or refuse in the Leased Premises. If the Tenant is using perishable
articles or generates wet garbage, the Tenant shall provide suitable storage facilities
approved by the Landlord in writing.21.
    
    No flammable oils or other flammable, dangerous or explosive materials (save those approved
in writing by the Landlords insurers), shall be kept or permitted to be kept in the Leased
Premises which the Landlords insurers prohibit and, if not prohibited by the Landlords
insurers, shall be kept in protective containers.22.
    
    The windows, glass doors and the lights that reflect or admit light into the halls or other
places in the Complex, shall not be covered or obstructed, nor shall anything, whether books,
packages, flowers pots or any other articles whatsoever, be placed upon or hung from the
window sills and the radiation enclosures. The Tenant shall not interfere with or obstruct
any perimeter heating, air-conditioning or ventilating units. The Tenant will cause all
blinds on exterior windows to be lowered and closed during periods of direct sunlight to
prevent heat gain in the Leased Premises.23.
    
    The Tenant shall give the Landlord prompt notice of any accident to or any defect in the
plumbing, heating, air-conditioning, ventilating, mechanical or electrical apparatus or any
other part of the Complex.
 61




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##### 



24.
    
    The parking of automobiles shall be subject to the charges and the reasonable regulations of
the Landlord. The Landlord shall not be responsible for damage to or theft of any car, its
accessories or contents, whether the same be the result of negligence or otherwise.25.
    
    If the Tenant desires any electrical or communications wiring, the Landlord reserves the
right to direct qualified persons as to where and how the wires are to be introduced, and
without such directions, no borings or cuttings for wires shall take place. No other wires or
pipes of any kind shall be introduced without the prior written consent of the Landlord.26.
    
    The Tenant shall be entitled to have its name upon the directory board of the Complex and at
one of the entrance doors to the Leased Premises, all at the Tenants expense, but the
Landlord shall, in its sole discretion, design the style of such identification and allocate
the space on the directory board for the Tenant.27.
    
    The Tenant shall not mark, drill into or in any way deface the walls, ceilings, partitions,
floors, wood, stone, or iron work, or any other appurtenance to the Leased Premises.28.
    
    The Tenant shall permit the cleaning staff to clean the Leased Premises after Business Hours.29.
    
    The Tenant shall take care of the rugs and drapes (if any) and for purposes of security,
efficiency and uniformity of housekeeping standards, any special cleaning, or shampooing
required by the Tenant shall be performed by the Landlords cleaning contractor as an
Additional Service unless otherwise authorized by the Landlord in writing.30.
    
    The Tenant shall permit the periodic closing of lanes, driveways and passages for the purpose
of preserving the Landlords rights over such lanes, driveways and passages.31.
    
    The Tenant shall not place or permit to be placed any sign, advertisement, notice or other
display on any part of the exterior of the Leased Premises or elsewhere if such sign,
advertisement, notice or other display is visible from outside the Leased Premises without the
prior written consent of the Landlord which may be arbitrarily withheld. The Tenant, upon
request of the Landlord, shall immediately remove any sign, advertisement, notice or other
display which the Tenant has placed or permitted to be placed which, in the opinion of the
Landlord, is objectionable, and if the Tenant shall fail to do so, the Landlord may remove the
same at the expense of the Tenant.32.
    
    The Landlord shall have the right to make such other and further reasonable rules and
regulations and to alter the same as in its judgment may from time to time be necessary for
the safety, care, cleanliness and appearance of the Leased Premises and the Complex, and for
the preservation of good order therein, and the same shall be kept and observed by the
tenants, their employees and servants. The Landlord also has the right to suspend or cancel
any or all of these rules and regulations herein set out.33.
    
    No one shall attend to replacement of ceiling electric light bulbs, tubes or ballasts other
than the Landlord. The replacement of same shall be effected at times convenient to the
 62




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##### 



Tenant. The expense for any such replacements is payable by the Tenant according to invoice
from the Landlord.34.
    
    No bicycles or other vehicles shall be brought within the Building without the consent of the
Landlord.35.
    
    No auction sales shall be allowed to take place in the Leased Premises.36.
    
    The Tenant shall not permit any cooking or the heating of foods or liquors, or the use of any
electrical apparatus likely to cause an overloading of electrical circuits in the Leased
Premises without the written consent of the Landlord.
 63




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##### 



SCHEDULE D  STANDARD METHOD OF FLOOR MEASUREMENT
 GENERAL
    RENTABLE AREA
 Rentable Area of a Single-Tenancy Floor
  Rentable Area of a Multiple-Tenancy Floor
    64




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##### 



Pro Rata Share
  Retail Areas
  Total Complex Rentable Area
  65




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##### 



SCHEDULE E  ACKNOWLEDGMENT OF COMMENCEMENT DATE
 TO:
    
    STOCKTON & BUSH 2345 LIMITED(the Landlord).AND:
 
 1.
    
    The Commencement Date of the Lease was May 1, 2002.2.
    
    We have accepted possession of the Leased Premises pursuant to the terms of the Lease and are
now in possession thereof.3.
    
    The Leased Premises have been erected and delivered in accordance with the terms of the
Lease.4.
    
    The Leased Premises have been fixtured and our normal business operations are being conducted
therein.5.
    
    There has been no violation of any of the terms of the Lease, there is no set-off of Rent or
any other payment under the Lease, and none of the Rent reserved under the Lease has been
prepaid.6.
    
    There is no violation of any of the terms of the Lease either on the part of the Landlord or
the Tenant.7.
    
    The Lease is now in full force and effect in accordance with the terms, and there are no oral
or written modifications, violations or alterations thereof.8.
    
    We have no knowledge of any assignment of the Lease.
 
 TENANT:
    
    OSI GROUP INC.Per:Name:Title:Per:Name:Title:
 66




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##### 



SCHEDULE F  SUPPLEMENTARY LEASE PROVISIONS
 Extension of Term
     Arbitration Act, 1991
   Parking
  67




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##### 



Restoration
  Tenants Access and HVAC Operation 24 x 7
  Electro-Magnetic Interference
  Tenants First Right to Lease Premises Adjoining 4th Floor Premises
    68




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##### 



Arbitration Act, 1991
   mutatis mutandis
     Tenants Option to Surrender 10th Floor Premises
  All of Leased Premises Considered as One Space
 
 69




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##### 



Landlords Condition re 10th Floor Premises
  Letter of Credit
 Bankruptcy and
Insolvency Act
   70




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##### 



SCHEDULE G  RETAIL PROVISIONS
  71




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##### 



SCHEDULE H  PLAN SHOWING LOCATION OF RIGHT OF FIRST REFUSAL
PREMISES
  72




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##### 



SCHEDULE H
 RIGHT OF FIRST REFUSAL PREMISES
 Diagram not shown
 73




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##### 



STORAGE LEASE  2345 Yonge Street
   STOCKTON & BUSH 2345 LIMITED
          1.
    
    Demise  The Landlord hereby leases to the Tenant and the Tenant hereby accepts the
lease from the Landlord of the storage premises having a rentable area of approximately 150
square feet.2.
    
    Term  The term (the Storage Term) of this Lease shall commence on January 1, 2005
and shall expire on April 30, 2012.3.
    
    Storage Rent  For the lease of the Storage Premises, the Tenant shall pay to the
Landlord an annual rent (the Storage Rent) of $10.00 PER SQUARE FOOTto be paid in advance
in equal monthly installments on the first day of each month during the Storage Term of
$125.00plus applicable goods and services tax.4.
    
    Use  The Tenant covenants (which covenant shall run with the Storage Premises fro
the benefit of the balance of the Building) that it shall not cause, suffer or permit the
Storage Premises to be used for any purpose whatsoever other than storage of those items
permitted to be used on the Premises pursuant to the Lease.
 1




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##### 



5.
    
    Operating Costs and Realty Taxes  The Tenant shall not be required to pay any
Operating Costs or Realty Taxes (both as defined in the Lease) on account of the Storage
Premises unless the use made by the Tenant of the Storage Premises or any improvement thereto
results in the Operating Costs and/or Realty Taxes for the Building being increased. In the
event of an increased as aforesaid, the Tenant shall pay such increase to the Landlord as
Additional Rents (as defined in the Lease).6.
    
    Condition of Storage Premises  The Tenant accepts the Storage Premises in an as is
condition and all maintenance and cleaning of the Storage Premises shall be the responsibility
of the Tenant.7.
    
    Heating and Air-Conditioning  The Tenant acknowledges that the Landlord shall have
no obligation in respect of heating or air-conditioning of the Storage Premises.8.
    
    Applicability of Lease (a) All of the terms of the Lease shall apply to this lease of the Storage Premises, mutatis
mutandix, except where they appear pursuant to the terms hereof to be inapplicable or in
conflict with any other express provisions of this lease of the Storage Premises. Without
limiting the generality of the foregoing, all obligations of the Tenant pursuant to the
Lease, including obligations in respect of insurance and any other amounts payable by the
Tenant pursuant to the Lease, shall be applicable mutatis mutandixto this lease of the
Storage Premises. All terms used herein shall have the same meanings respectively as they
have pursuant to the Lease to the extent to which the context permits.(b) All amounts payable by the Tenant pursuant to this lease of the Storage Premises shall
also be payable pursuant to the Lease as Rent. A default by the Tenant under this lease of
the Storage Premises shall also constitute a default under the Lease, and a default by the
Tenant under the Lease shall also constitute a default under this lease of the Storage
Premises, and the Landlord shall be entitled to all remedies in respect thereof to which the
Landlord would be entitled pursuant to the Lease and to this lease of the Storage Premises
and at law. If the Lease expires or is terminated, this lease shall thereupon automatically
be deemed to be terminated.9.
    
    Relocation  The Landlord shall have the right to relocate the Storage Premises at
any time on written notice to the Tenant. In relocating the Storage Premises, the Landlord
need not relocate to premises of the same size and the Storage Rent shall be proportionately
increased or decreased, depending upon whether the Storage Premises, as relocated, shall be
larger or smaller than the Storage Premises originally leased pursuant hereto; provided that
the relocated Storage Premises shall not be substantially larger than the Storage Premises
originally leased pursuant hereto without the prior consent of the Tenant. Other than as
aforesaid, this lease of the Storage Premises shall continue in accordance with its terms
notwithstanding any such relocation.
 2




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##### 



10.
    
    Enurement  This lease of the Storage Premises shall enure to the benefit of, and be
binding upon, the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
 LANDLORD:
    
    STOCKTON & BUSH 2345 LIMITEDPer:Name:
    
    Gerry S. GotfritTitle:
    
    PresidentI/We have authority to bind the corporation.TENANT:
    
    DECIMA RESEARCH INC.By:Name:Title:By:Name:Title:I/We have authority to bind the corporation.
 3




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##### 



TERM SHEET
FOR LEASE OF PREMISES ON THE 4TH, 7TH AND 10TH FLOORS
  This term sheet is provided solely as a summary of the basic terms and conditions of a lease
agreement and amendment pertaining to the premises described herein. It is not intended to be
and should not be taken as a legal interpretation of the lease referenced herein. We strongly
recommend that each clause be read in its entirety prior to taking action in regard to the same.
 LANDLORD:
  TENANT:
  LEASED
PREMISES:
  RENTABLE
AREA OF LEASED PREMISES:
     TERM:
 
 COMMENCEMENT
DATE:
 
 1




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##### 



TERMINATION
DATE:
  OPTION TO EXTEND:
 
 BASIC
RENT:
  Period
    
    Annual Rent
    
    Monthly Installment
    
    Rate per s.f.May 1, 2002
    
    $
    74,137.50
    
    
    $
    6,178.13
    
    
    $
    12.50to July 31, 2003August 1, 2003
    
    $
    111,637.50
    
    
    $
    9,303.13
    
    
    $
    12.50to June 30, 2004July 1, 2004
    
    $
    155,387.50
    
    
    $
    12,948.96
    
    
    $
    12.50to December 31, 2004January 1, 2005
    
    $
    191,462.50
    
    
    $
    15,955.21
    
    
    $
    12.50to June 30, 2006July 1, 2006
    
    $
    229,755
    
    
    $
    19,146.25
    
    
    $
    15to April 30, 2012
  ADDITIONAL RENT FREE PERIOD:
  2




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##### 



TAXES, OPERATING COSTS, HVAC COSTS AND JANITORIAL COSTS:
     UTILITIES CHARGE:
  SUBSTITUTION:
  RIGHT OF FIRST REFUSAL:
  SURRENDER OF 10TH FLOOR PREMISES:
  USE:
  3




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##### 



MAINTENANCE AND REPAIRS:
  REMOVAL AND RESTORATION BY TENANT:
   SIGNAGE:
  ASSIGNING AND SUBLETTING:
  STATUS STATEMENT:
  REGISTRATION:
  PARKING:
  4




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##### 



LETTER OF CREDIT:
  LANDLORDS WORK:
  -
    
    paint to Decimas specifications; and-
    
    supply and install new carpet. (Half the cost of the carpet is to be amortized
over the first two years of the Term for the 7th Floor Premises, to be paid by Decima
in equal monthly installments.)
  5