Exhibit 10.06.20




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This term sheet us provided solely as a summary of the basic terms and conditions of a lease
agreement 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.
 Capitalized terms have the meanings given to them in the Lease.
 LANDLORD:
  TENANT:
 PREMISES:
 AREA OF PREMISES:
 TERM:
 COMMENCEMENT DATE:
 EXPIRY DATE:
 FIXTURING PERIOD:
  OPTION TO EXTEND:




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RIGHT TO TERMINATE:
     OVERHOLDING:
  BASIC RENT:
  Annual Basic
    
    Monthly
    
    Rate per SquarePeriod
    
    Rent
    
    Installment
    
    FootFebruary 1, 2006 -
April 30, 2011
    
    $
    183,852
    
    
    $
    15,321
    
    
    $
    12May 1, 2011 - April
30, 2016
    
    $
    214,494
    
    
    $
    17,874.50
    
    
    $
    14
  ADDITIONAL RENT:




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SECURITY DEPOSIT:
  NIHONS CONTRIBUTION:
  (i)
    
    completion of Decimas leasehold improvement work, in
conformity with the Lease;(ii)
    
    delivery to Nihon of proof that all invoices
pertaining to the leasehold improvements have been fully paid;(iii)
    
    delivery to Nihon of proof that no hypothec has been
or will be registered against the Premises and/or Building
after a 35-day delay following completion of the leasehold
improvement work; and(iv)
    
    Decima is not in monetary default under the Lease.
  UTILITY CHARGES AND HVAC:
   RIGHT OF FIRST OFFER:
 rd th




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RIGHT OF FIRST REFUSAL:
 bona fide rd th
 USE:
   CERTIFICATE OF OCCUPANCY:
  PARKING:
  SIGNAGE:
 
 RESTORATION OBLIGATIONS:




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ASSIGNMENT AND SUBLETTING:
    RELOCATION:
  LANDLORDS WORK:




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th




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TABLE OF CONTENTS
 ARTICLE 1 INTRODUCTORY PROVISIONS
    
    
    3Section 1.1 Statement of Intent
    
    
    3Section 1.2 Net Lease
    
    
    3Section 1.3 Defined Terms
    
    
    3ARTICLE 2 THE PREMISES
    
    
    4Section 2.1 Preparation of the Premises
    
    
    4Section 2.2 Area of the Premises
    
    
    4Section 2.3 Permitted Use of the Premises
    
    
    4Section 2.4 Continuous operation in the Premises and special requirements
    
    
    4ARTICLE 3 RENT
    
    
    5Section 3.1 Rent
    
    
    5Section 3.2 Basic Rent
    
    
    5Section 3.3 Additional Rent
    
    
    5Section 3.4 Utility Charges
    
    
    6Section 3.5 Payment of Rent
    
    
    6Section 3.6 Security Deposit
    
    
    6Section 3.7 Interest on Overdue Payments
    
    
    7Section 3.8 Business Taxes
    
    
    7Section 3.9 Sales Taxes
    
    
    7ARTICLE 4 IMPROVEMENTS AND REPAIRS
    
    
    7Section 4.1 Improvements
    
    
    7Section 4.2 Removal of Improvements and Tenant Property
    
    
    8Section 4.3 Hypothecs Arising from Tenants Work
    
    
    8Section 4.4 Work by the Landlord at the Property
    
    
    9Section 4.5 Common Facilities Running Through the Premises
    
    
    9Section 4.6 Repair Obligations
    
    
    9ARTICLE 5 TRANSFERS BY TENANT AND LANDLORD
    
    
    10Section 5.1 Transfer by Tenant
    
    
    10Section 5.2 Transfer by Landlord
    
    
    11ARTICLE 6 DAMAGE AND DESTRUCTION; EXPROPRIATION
    
    
    11Section 6.1 Rent Abatement
    
    
    11Section 6.2 Major Damage
    
    
    12Section 6.3 Repair
    
    
    12Section 6.4 Expropriation
    
    
    12ARTICLE 7 CERTAIN RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT
    
    
    12Section 7.1 Quiet Enjoyment
    
    
    12Section 7.2 Services to be provide by the Landlord
    
    
    12Section 7.3 Landlords Right of Entry
    
    
    13Section 7.4 Right of Landlord to Perform Tenants Covenants on Default
    
    
    13Section 7.5 Relocation
    
    
    14Section 7.6 Determinations
    
    
    14Section 7.7 Compliance with Law and Insurance Requirements
    
    
    14Section 7.8 Certificate of Occupancy
    
    
    14Section 7.9 Overholding
    
    
    14Section 7.10 Rules and Regulations
    
    
    14Section 7.11 Certificates of Status
    
    
    15Section 7.12 Brokerage Commission
    
    
    15Section 7.13 Solidary Liability
    
    
    15
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ARTICLE 8 INSURANCE
    
    
    15Section 8.1 Landlords Insurance
    
    
    16Section 8.2 Tenants Insurance
    
    
    16Section 8.3 Mutual Release
    
    
    16Section 8.4 Increase in Insurance Premiums
    
    
    17ARTICLE 9 ENVIRONMENTAL MATTERS
    
    
    17Section 9.1 Environmental Compliance
    
    
    17Section 9.2 Disclosure and Remediation
    
    
    17Section 9.3 Notices from Environmental Authorities
    
    
    17Section 9.4 Information Regarding Environmental Matters
    
    
    18ARTICLE 10 DEFAULT
    
    
    18Section 10.1 Default and Remedies
    
    
    18Section 10.2 Right to remedy default
    
    
    19Section 10.3 Recovery of Tenant Inducements
    
    
    19Section 10.4 Allocation of Payments
    
    
    19ARTICLE 11 GENERAL PROVISIONS
    
    
    19Section 11.1 Pre-Term Occupancy
    
    
    19Section 11.2 Delay
    
    
    19Section 11.3 Termination of Lease
    
    
    19Section 11.4 Waiver
    
    
    20Section 11.5 Notices
    
    
    20Section 11.6 Successors
    
    
    20Section 11.7 Captions and Section Numbers
    
    
    20Section 11.8 Partial Invalidity
    
    
    20Section 11.9 Entire Agreement
    
    
    20Section 11.10 Governing Law
    
    
    21Section 11.11 Time of the Essence
    
    
    21Section 11.12 Publication of this Lease
    
    
    21Section 11.13 Waiver by Tenant
    
    
    21Section 11.14 Election of Domicile
    
    
    21Section 11.15 Freely Negotiated
    
    
    21Section 11.16 Acknowledgement
    
    
    21Section 11.17 Language Clause
    
    
    22
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Schedule of Principal Lease Terms
 A.
    
    Area of the Premises: 15,321 square feet, subject to Section 2.2B.
    
    Principal Components of Rent:
 (1)
    
    
    Basic Rent: the Tenant shall pay Basic Rent in respect of each lease period
referred to in the following paragraph, in the amount per square foot per annum set
out in the following paragraph opposite such period. This amount corresponds to annual
and monthly payments during each such period in the amounts set out in the following
paragraph, based upon an Area of the Premises as set out in paragraph A of this
Schedule and subject to adjustments to reflect any adjustment of the Area of the
Premises under Section 2.2.(1.a)
    
    
    For the period commencing on February 1st, 2006 and terminating
on April 30th, 2011, a Basic Rent of $12.00 per square foot of the Area of
the Premises per annum which represents an amount of $15,321.00 per month, for a total
of $183,852.00 per year.(1.b)
    
    
    For the period commencing on May 1st, 2011 and terminating on
April 30th, 2011, a Basic Rent of $14.00 per square foot of the Area of the
Premises per annum which represents an amount of $17,874.50 per month, for a total of
$214,494.00 per year.(2)
    
    
    Landlords estimate for the year 2005 of Tenants Operating Expense Payment
for the first Occupancy Period: $9.53 per square foot of the Area of the Premises
including an administration fee of 15%.(3)
    
    
    Landlords estimate for the year 2005 of Tenants Tax Payment form the first
Occupancy Period: $3.32 per square foot of the Area of the Premises. This estimate
does not include the Business Taxes payable by the Tenant under 0 3.8.
 C.
    
    Building means the building bearing civic address of 1080 Beaver Hall Hill, Montreal, Quebec.D.
    
    Commencement Date is: February 1st, 2006.E.
    
    Permitted Use means as a business office only, and for the specific purpose of a survey
center and for no other purpose.F.
    
    Premises means the premises known as Suite 400, situated on the fourth (4th) floor
of the Building. The Premises are outlined in red on Schedule A annexed hereto.G.
    
    Security Deposit: $107,188.92, including applicable taxes.H.
    
    Schedule of special lease provisions: Schedule B to this Lease sets out certain special
provisions applicable to the Lease of the Premises by the Tenant.
 1




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I.
    
    Term means the period of ten (10) years and three (3) months, commencing on the Commencement
Date and terminating on April 30th, 2016.
 2




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BETWEEN:
    
    ALEXIS NIHON REAL ESTATE INVESTMENT TRUST, a real estate
investment trust, duly established under the laws, having its
principal place of business at 3400 de Maisonneuve Boulevard
West, Suite 1010, in the city of Montreal, Province of Quebec,
H3Z 3B8, herein acting and represented by Guy Charron, Executive
Vice-President and Chief Operating Officer and by Pierre
Destrempes, Vice-President, Office Leasing duly authorized for
the purposes hereof as they so declare;(the Landlord)AND:
    
    DECIMA RESEARCH INC., a company duly incorporated under Ontarios
Business Corporations Act, having its head office at 630,
Sherbrooke West, Suite 1101, in the city of Montreal, Province of
Quebec, H3A 1E4, herein acting and represented by Michel Lucas
and by N/A, duly authorized for the purposes hereof as they so
declare;(the Tenant)
  ARTICLE 1
 INTRODUCTORY PROVISIONS
 Section 1.1 Statement of Intent
  Section 1.2 Net Lease
  Section 1.3 Defined Terms
  3




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ARTICLE 2
 Section 2.1 Preparation of the Premises
  Section 2.2 Area of the Premises
 30
 Section 2.3 Permitted Use of the Premises
 The Tenant recognizes and accepts
that its use of the Premises shall not exceed a density superior to one (1) person per eighty eight
(88) square feet of the Area of the Premises, the whole in accordance with any applicable laws or
by-laws and subject to any modification to the laws or by-laws having for effect to modify the
density permitted.
 Section 2.4 Continuous operation in the Premises and special requirements
 exceedingly reasonable wear and tear within 30 days of
 4




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ARTICLE 3
 RENT
 Section 3.1 Rent
  Section 3.2 Basic Rent
  Section 3.3 Additional Rent
 3.3.1
    
    The Tenant will pay Tenants Operating Expense Payment and Tenants Tax Payment for each
Occupancy Period in the manner set out in Sections 3.3.2, 3.3.3, and 3.3.4. The Tenant will
also pay all other Additional Rent to the Landlord.3.3.2
    
    The Landlord will estimate Tenants Operating Expense Payment for each Occupancy Period. The
Tenant will pay the estimated amount to the Landlord in equal consecutive monthly installments
during such Occupancy Period, in advance on the first day of each calendar month. The Landlord
may re-estimate this amount during the Occupancy Period and the monthly installments will be
adjusted to reflect the new estimate with effect from the beginning of the month which follows
delivery of a notice from the Landlord as to the amount of the new estimate. Landlord shall
deliver such notice before the 15thday of the month preceding the date on which
the adjustment is to take effect.3.3.3
    
    The Tenants Tax Payment shall be paid, at the Landlords option, either by equal
consecutive monthly installments, which shall be due on the first day of each calendar month
during the Occupancy Period based upon Landlords estimate of the amount of the Taxes
attributable to the Occupancy Period., or in one or more installments which will be due not
later than 15 business days prior to the dates upon which installments on account of Taxes
must be paid by Landlord. The Landlord will notify the Tenant from time to time as to which of
these options it chooses, and may choose one option in respect of certain Taxes and the other
in respect of other Taxes. The Landlord may re-estimate the amount of the Taxes and of the
Tenants Tax Payment in respect of any Occupancy Period and, if applicable, the monthly
installments referred to above will be adjusted to reflect the new estimates with effect from
the beginning of the month which follows delivery of Landlords notice as to the amount of the
new estimates. Landlord shall deliver such notice before the 15thday of the month
preceding the date on which the adjustment is to take effect.The payments to be made by the
Tenant if the Landlord chooses the second option shall be in such amount as shall ensure that
the Landlord receives from the Tenant, prior to the due date of the relevant installment of
Taxes, the Tenants share of such installment. In the event the Landlord chooses the second
option, the Landlord will remit a payment notice to the Tenant at least 15 days prior to due
date of the relevant Installment of Taxes.3.3.4
    
    The payments by the Tenant under Sections 3.3.2 and 3.3.3 will be on account of the Tenants
Operating Expense Payment and the Tenants Tax Payment for the Occupancy Period in question.
Within a reasonable time after the end of each Occupancy Period, the Landlord will deliver to
the Tenant statements showing in reasonable detail the actual amount of Tenants Operating
Expense Payment and Tenants Tax Payment for such Occupancy Period and the manner in which
these amounts were calculated. The Landlord will also deliver to Tenant a certificate of an
independent chartered accountant showing the actual amount of Operating Expenses for the
Occupancy Period in question. If the amount previously paid by the Tenant on account of
Tenants Operating Expense Payment and Tenants Tax Payment for such Occupancy Period is
greater or less than the actual amount payable by the Tenant for such Occupancy Period,
appropriate adjustments will be made by the payment by the Tenant of any amounts owing by it
within 15 days after the statement is delivered to it, or by crediting any amounts owing by
the Landlord to the Tenant
 5




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against the payments by the Tenant next coming due under this Lease. Any amounts owing by
the Landlord in respect of the last Occupancy Period of the Term will be paid by the
Landlord to the Tenant within 15 days after the statement is delivered to the Tenant unless
any amounts are then owing by the Tenant to the Landlord. Each statement delivered by the
Landlord under this Section shall be final and binding upon the Tenant.3.3.5
    
    The amounts set out in paragraphs B (2) and B (3) of the Schedule of Principal Lease Terms
are Landlords estimate of Tenants Operating Expense Payment and of Tenants Tax Payment,
respectively, for the first Occupancy Period. The Tenant acknowledges that the actual amount
of Tenants Operating Expense Payment and of Tenants Tax Payment for the first Occupancy
Period may be different amounts.
 Section 3.4 Utility Charges
  Section 3.5 Payment of Rent
  Section 3.6 Security Deposit
 3.6.1
    
    The Tenant has remitted to the Landlord a security deposit in the amount of $107,188.92,
including the applicable taxes (the Security Deposit). The parties hereto recognize and
agree that the Security Deposit belongs to the Landlord from the moment it is remitted by the
Tenant, without the Tenant having the benefit of any accrued interest. The Security Deposit
shall be applied to the Rent payable for the months of February 2006 and March 2006. The
balance of the Security Deposit shall be held by the Landlord as security for the performance
by the Tenant of its obligations under this Lease. If the Tenant fails to pay when due any
amount payable by it under this Lease, the Landlord may, at its option and without prejudice
to its other rights and remedies arising from such failure, appropriate an equivalent amount
of the Security Deposit and apply the amount it appropriates in payment of the amounts due and
unpaid by the Tenant. In such case, the tenant shall, within 5 days of Landlords request,
remit to the Landlord a certified cheque in the same amount as cashed by Landlord.
Furthermore, in all circumstances, should the Lease become resiliated other than by mutual
consent, the Security Deposit shall become forthwith forfeited to the Landlord. The Landlord
may deliver the Security Deposit to any assignee of its interest in this Lease and upon such
delivery shall be released from any further
 6




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liability with regard to Security Deposit. The Tenant recognizes and accepts that the
Security Deposit shall be kept by the Landlords even if the Lease is assigned or the
Premises subleased.3.6.2
    
    Provided the Tenant is not in default of any of its obligation under the Lease, the Landlord
shall credit the balance of the Security Deposit to the last month of Rent payable under the
Lease or any renewal thereof.
 Section 3.7 Interest on Overdue Payments
  Section 3.8 Business Taxes
  Section 3.9 Sales Taxes
  ARTICLE 4
 IMPROVEMENTS AND REPAIRS
 Section 4.1 Improvements
 4.1.1
    
    The Tenant will not make any Improvements without the Landlords prior written approval,
which will not be unreasonably withheld provided that the Tenant shall not have the right to
make any Improvements, and the Landlord need not act reasonably in considering a request by
the Tenant in respect of any Improvements, which (i) may affect the structure or roof of the
Building or Buildings sprinkler system, or (ii) may affect the Buildings exterior
appearance. All costs and expenses related to improvements will be paid by the Tenant and all
work in connection with the Improvements will be performed by competent contractors and
subcontractors approved by the Landlord prior to commencement of the work. It is acknowledged
that the Tenant is in no way acting as Landlord mandatary with respect to any Improvements
carried out in the Premises and that such Improvements are performed by the Tenant at its own
benefit, even if the Landlord grants an allowance for the work. The Tenant will submit to the
landlord such information regarding proposed Improvements (including if the Landlord so
requests, drawings and specifications prepared by qualified architects or engineers conforming
to good engineering practice) and the persons who will make the Improvements on the Tenants
behalf as the Landlord may reasonably require. Only persons designated by Landlord may perform
any work related to the heating, ventilation or air-conditioning systems, or related to other
mechanical,
 7




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electrical or plumbing systems or which the Landlord believes may affect the structure of
the Building. After the Landlords approval is obtained, the Tenant will not make any
material changes to the proposed Improvements without again conforming to the requirements
of this Section. In particular, any changes to any drawings and specifications approved by
the Landlord will require the Landlords prior written approval in accordance with this
Section. The Landlord may establish and amend from time to time reasonable rules and
regulations regarding the manner in which Improvements are to be made, which rules and
regulations will be binding upon the Tenant and all persons employed by it in connection
with the making of the Improvements. The Landlord or such of Landlords affiliates as it
may designate from time to time shall have the right to tender a bid in respect of any
Improvements for which tenders are being requested by the Tenant. Prior to commencing any
Improvements, the Tenant will provide to the Landlord such indemnification against the
registration of hypothecs or other encumbrances against the Property as the Landlord may
reasonably require. The Tenant will pay to the Landlord a fee equal to 15% of the total
cost of the Improvements (including all architectural, engineering and working drawings) in
consideration for the services of the Landlord in reviewing the plans and specification of
the Tenant in respect of, and otherwise supervising the Tenants work in respect of, the
Improvements.4.1.2
    
    All Improvements will become the property of the Landlord upon their installation in the
Premises, without compensation to the Tenant.
 Section 4.2 Removal of Improvements and Tenant Property
 4.2.1
    
    Upon expiration or earlier termination of the Term, the Tenant shall not be obliged to
remove any Improvements made to the Premises, provided it leaves the Premises in good order,
save for normal wear and tear, except if the Landlord at the time of providing its consent,
has specified that at any specific Improvements shall be removed by the Tenant, at its cost.4.2.2
    
    The Tenant will remove all Tenant Property from the Premises at the expiry or other
termination of the Tern unless it is in default, in which case it will remove from the
Premises only such Tenant Property as the Landlord designates. The Tenant will repair any
damage to the Premises or the Building which may be caused by the installation or removal of
Tenant Property, and, at the expiry or other termination of the Term, will leave the Premises
(including, subject to Section 4.2.1, the Improvements and those areas from which Improvements
are removed pursuant to Section 4.2.1) in good repair and in a neat and tidy condition. Any
Tenant Property which is left on the Premises will, at the Landlords option, become the
property of the Landlord or be removed from the Premises by the Landlord and any costs or
expenses which the Landlord incurs in doing so shall be payable by the Tenant on demand.
 Section 4.3 Hypothecs Arising from Tenants Work
 within a delay of 15 business days of
registration, Notwithstanding the foregoing, the Tenant shall
have the right to contest, diligently and in good faith, such hypothec, charge, claim, or lien,
provided that the Tenant deposit with the Landlord an amount equal to the amount of the hypothec,
charge, claim or lien registered, plus an amount of 10% of said hypothec, claim, charge, claim or
lien, the whole without prejudice t the Landlords other rights arising from such failure and
Landlords right to be reimbursed for any cost and expenses it incurs, including legal fees.
 8




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Section 4.4 Work by the Landlord at the Property
  Section 4.5 Common Facilities Running Through the Premises
  Section 4.6 Repair Obligations
 4.6.1
    
    The respective responsibilities of the Landlord and the Tenant for repairs to the Premises
and the Building are as set forth in this Lease, notwithstanding any provision of law to the
contrary including without limitation Article 1864 of the Civil Code of Quebec.
 4.6.2
    
    All repairs to the Premises other than those which are to be performed by the Landlord
pursuant to an express provision of this Lease are the Tenants responsibility. The Tenant
will maintain the Premises, the Improvements and all Tenant Property in first class appearance
and repair, to a standard consistent with a first class office building. The Landlord may
supervise repairs and maintenance by the Tenant to the Premises. The Tenant will promptly
notify the Landlord of any defect or deficiency in, or damage to, or accident upon, the
Premises, the Building or the Property of which it becomes aware., or of which its employees
or contractors become aware, but such notice by the Tenant will not impose any obligation upon
the Landlord in respect of the occurrence or matter in question save to the extent that the
Landlord has obligations in respect thereof under another express provision of this Lease.
 4.6.3
    
    The Landlord will operate the Building during the Term as a first class office building,
having regard to its size, age, type, and location. The Landlord will, in the same manner and
to the same extent as would a prudent owner of the Building, keep the Building (other than
those portions of the Building which tenants are required to repair) clean and in good repair,
order and condition. The Landlord will maintain and repair the structural elements of the
Building, exterior glass, the heating, ventilation and air-conditioning systems serving the
Premises and the electrical, plumbing, mechanical, and sprinkler systems, including any of
these items which are located within the Premises, but will not otherwise have any
responsibility for maintenance of or repairs to the Premises or any part thereof. The
Landlords obligation under this Section and under Section 6.2 and Section 6.3 to repair any
items which suffer any damages as a result of a cause against which the Landlord is insured or
in respect of which Landlord is entitled to receive proceeds in an amount sufficient to cover
the cost of the repair in question. For purposes of this Section, the word repair has the
meaning ascribed to it in Section 6.3.
 9




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ARTICLE 5
 TRANSFERS BY TENANT AND LANDLORD
 Section 5.1 Transfer by Tenant
 5.1.1
    
    Subject to Section 5.1.8 below,the Tenant will not effect or permit a Transfer without the
prior written consent of the Landlord, which will not be unreasonably withheld or unduly
delayed. In determining whether or not it will consent to a proposed Transfer, the Landlord
may consider any factors which, acting reasonably, it considers relevant, which factors may
include (without limitation) any of the following: (a) whether the Transfer may have the
effect of violating, or placing the Landlord in breach of, any agreements between the Landlord
and other tenants or occupants, or prospective tenants or occupants, of the Property, or of
any agreements between the Landlord and any Secured Creditors; (b) the business history,
financial background and capability of the proposed Transferee (or the physical Persons who
control the proposed Transferee); and (c) whether such Transfer is acceptable to the Secured
Creditors. Without limiting the reasons which may constitute reasonable grounds for
withholding its consent, the Landlord will be deemed to have acted reasonably in withholding
its consent if the proposed Transferee is an existing tenant of the Property or intends to
carry on any activity at the Premises other than the Permitted Use.
 5.1.2
    
    The Tenant will deliver to the Landlord all such information with regard to the Transfer
(including copies of all documents relating to the Transfer) and the business history,
financial background and capability of the proposed Transferee and the physical Persons who
control the proposed Transferee as the Landlord or any Secured Creditors may request. The
Landlord will make a determination as to whether it will grant or withhold its consent to the
proposed Transfer within 7 business daysfrom receipt of the information which the Tenant is
required to provide under this Section and if it withholds its consent will inform the Tenant
of its reasons for doing so.
 5.1.3
    
    The Landlord may, within the delay of 7 business daysreferred to in the preceding Section,
elect to terminate the Lease with effect on the proposed date of Transfer. If the Landlord
exercises this right, the Term will expire at the date thus determined as fully and finally as
though such date were the original expiry date of this Lease. The provisions of this Section
do not restrict the Landlords right to withhold its consent to a Transfer pursuant to the
other Sections of this Article. If Landlord exercises its right to terminate, Tenant may elect
to withdraw its request for Transfer by written notice sent to the Landlord within five (5)
days of receipt of Landlords notice to terminate the Lease.
 5.1.4
    
    No Transfer will release the Tenant from any of its obligations under this Lease. After a
Transfer, the Tenant will continue to be bound solidarily with each Transferee (including any
sunsequent Transferees), without the benefits of division, discussion or subrogation. If this
Lease is repudiated, disclaimed or terminated in connection with or as a result of the
bankruptcy or insolvency of the original Tenant or any Transferee, the original Tenant and any
Transferees, other than the bankrupt or insolvent Person, upon notice from the Landlord given
within 60 days of such repudiation , disclaimer or termination, will enter into a lease with
the Landlord for a term expiring on the date this Lease would have expired but for
repudiation, disclaimer or termination, upon the terms and conditions which have applied
during the remainder of the Term had this Lease not been repudiated, disclaimed or terminated.
 5.1.5
    
    The Landlord will be entitled to be reimbursed for all reasonable expenses it incurs
resulting from the proposed Transfer. The Landlord will advise the Tenant of the amount of
such expenses at the time it notifies the Tenant as to whether or not it is granting its
consent, and the fell will be due and payable on the day which is 15 days following the
delivery of the Landlords notice. If the Landlord consents, the consent will not ne effective
until such time as the amount payable to the Landlord under this Section has been paid. The
Landlord may in addition require, as a condition of granting its consent to a proposed
Transfer, that the Transferee execute an agreement with the Landlord, in writing on the
Landlords form, under which, among other things, (i) the Transferee
 10




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acknowledges and agrees that it is solidarily bound with the original Tenant and any prior
Transferees, without the benefits of division, discussion or subrogation, for the
performance of all of the obligations of the Tenant as stated in this Lease and (ii) the
Transferee grants to the Landlord, as security for the payment of the Rent and performance
of all of the Tenants obligations under this Lease, a movable hypothec on the universality
consisting of all property of the Transferee located from time to time on the Premises.5.1.6
    
    Any consent by the Landlord to a Transfer will be effective only if the Transfer is effected
within 120 days following the date upon which such consent is given.
 5.1.7
    
    The Tenant will not advertise that the whole or any part of the Premises are available for a
Transfer unless the text and format are approved in writing by the Landlord. An advertisement
will not in any event contain any reference to the rental rate for the Premises. The Tenant
will not in any event place any signs in or upon the Premises advertising the availability of
the Premises or any part of the Premises for Transfer.
 5.1.8
    
    Notwithstanding the forgoing, provided the Tenant is not in default of any of its
obligations under this Lease and provided the Permitted Transferee (as defined below) respect
the Permitted Use as described in Section E of Schedule of Principal Lease Terms, the
Landlords consent shall not be required in the event of a Transfer of the Tenant to its
affiliates or related entities, as these terms are defined in the Income Tax Act or any
replacement or successors thereof (the Permitted Transferees). However, it is understood that
the Tenant shall inform the Landlord of any Transfer in accordance with the present section at
least 30 days prior its realization together with the documentation showing that the Permitted
Transferee is a Tenants subsidiaries, affiliates or parent company in order to proceed to the
necessary changes to its administrative and accounting records, if necessary.
 Section 5.2 Transfer by Landlord; Subordination and Attornment
 and the Landlord shall use reasonable efforts to obtain from such Secured
Creditor any non-disturbance undertaking which the Tenant may require.
 ARTICLE 6
 DAMAGE AND DESTRUCTION; EXPROPRIATION
 Section 6.1 Rent Abatement
  11




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Section 6.2 Major Damage
 60 30 30 Notwithstanding the
above, the Tenant shall have the right to claim from its insurers the non-amortized cost of
Improvements paid by the Tenant, excluding any allowance and the Contribution (as defined in 9 of
Schedule B of this Lease) paid by the Landlord for the performance of the Improvement and any
Improvement performed by the Landlord at its cost.
 Section 6.3 Repair
  Section 6.4 Expropriation
  ARTICLE 7
 CERTAIN RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT
 Section 7.1 Quiet Enjoyment
  Section 7.2 Services to be provided by the Landlord
 7.2.1
    
    The Landlord will provide climate control to the Premises during Normal Business Hours to
maintain the Premises at an interior temperature if at least 20 degrees Celsius (C) and not
more than 26 degrees C, with relative humidity of at least 25% and not more than 60%. These
standards are subject to the exterior temperature being not less than -29 degrees C and not
more than 32 degrees C and to thee electrical power or other energy consumed at the Premises
being
within the reasonable limits established by the Landlord from time to time. They shall not
apply during the making of repairs or improvements to the Premises, the Property or the
Building and
 12




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##### 



may not be met if the Tenant installs partitions or installations which interfere with the
operation of the climate control systems, if the window coverings on exterior windows are
not kept closed or if the Tenant otherwise interferes with the operations of the climate
control system through, for example, the obstruction of any perimeter heating,
air-conditioning or ventilating units. Any resetting of the climate control system in the
Premises necessitated by the installation of partitions, equipment or fixtures by or on
behalf of the Tenant or by any use of the Premises not in accordance with the design
standards of such system will be performed by the Landlord at the Tenants expense. The
Landlord may provide climate control outside of Normal Business Hours at the Tenants
request, and the Tenant will pay the Landlord such fees and charges in respect of the
provision of such climate control as the Landlord will from time to time determine.7.2.2
    
    Subject to the Rules and Regulations, the Landlord will provide at all timeselevator
service in the Building for use by the Tenant in common with others, except when prevented by
repairs.
 7.2.3
    
    The Landlord will provide janitorial and cleaning services in the Premises and Common Areas
consistent with the standards of a first class office building. The Tenant shall permit the
janitorial and cleaning staff to have access to the Premises for the purposes of the provision
of such services, including the cleaning of windows and blinds.
 7.2.4
    
    The Tenants consumption of electricity at the Premises will not in any event exceed 3.5
watts per square foot of Area of the Premises.
 7.2.5
    
    The Landlord may supply other services required by the Tenant such as, without limitation,
replacement of tubes, ballasts and ceiling tiles, carpet shampooing, drapery cleaning,
services of a locksmith, removal of bulk garbage, picture hanging and special security
arrangements. Any additional services supplied by the Landlord will be paid for by the Tenant
at the rates established by the Landlord from time to time. Any such additional services not
supplied by the Landlord will be supplied only by Persons who have been approved in advance by
the Landlord, acting reasonably, and the Landlord may establish from time to time reasonable
rules governing the access of such Persons to the Property and the manner in which services
will be provided by them. The Tenant will pay to the Landlord an administration fee of 15% of
the cost of any additional services referred to in this Section, whether they are provided by
Landlord or by another Person.
 Section 7.3 Landlords Right of Entry
  Section 7.4 Right of Landlord to Perform Tenants Covenants on Default
  13




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Section 7.5 Relocation
 and the new premises be as accessible and
convenient to the Tenant for the purpose of the Permitted Use
 Section 7.6 Determinations
  Section 7.7 Compliance with Law and Insurance Requirements
  Section 7.8 Certificate of Occupancy
  Section 7.9 Overholding
 150%
 Section 7.10 Rules and Regulations
  14




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Section 7.11 Certificate of Status
  Section 7.12 Brokerage Commission
  Section 7.13 Solidary Liability
  ARTICLE 8
 INSURANCE
 Section 8.1 Landlords Insurance
  (a)
    
    commercial general liability insurance against personal and bodily injury, including death,
and property damage;
 (b)
    
    insurance with coverage against the perils of fire and standard extended coverage endorsement
perils, against water damage however caused and against loss by such other insurable hazards
as a prudent owner would insure:
  (d)
    
    loss of rental income insurance, including loss of all rental receivable from tenants of
rentable Premises in the Building, including gross rental, additional rent and all other
amounts payable thereunder.
  15




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Section 8.2 Tenants Insurance
  (a)
    
    comprehensive general public liability insurance against personal and bodily injury,
including death, and property damage, with respect to the Tenants business and the Premises
and the use and occupancy thereof, on an occurrence basis to such limits as the Landlord
requires from time to time, but no less than $5,000,000 for any one occurrence,
 (b)
    
    insurance with coverage against the perils of fire and standard extended coverage endorsement
perils, against water damage however caused and against loss by such other insurable hazards
as prudent tenants would insure covering the Premises (including all Improvements) and all
Tenant Property for not less than 100% of the full replacement cost thereof and for such
amount as is sufficient to ensure that the Tenant is not a co-insurer, and insuring any other
property owned by the Tenant or for which it is legally liable and which is located within the
Property;
 (c)
    
    business interruption insurance including loss of profits providing coverage for a period of
not less than 12 months; and
 (d)
    
    such other forms of insurance, including boiler and machinery insurance, as the Tenant or the
Landlord or any Secured Creditors requires from time to time, for insurance risks against
which a prudent tenant would insure.
 except for the
non-amortized cost of Improvements paid by the Tenant (excluding any allowance and the Contribution
(as defined in 9 of Schedule B of this Lease) paid by the Landlord for the performance of the
Improvement and any Improvement performed by the Landlord at its cost) available on commercially reasonable terms
 Section 8.3 Mutual Release
 8.3.1
    
    Subject to Sections 8.3.2 and 8.3.3, each of the Landlord and the Tenant hereby releases the
other and waives all claims, however arising, against the other and those for whom the other
is in law
responsible with respect to occurrences insured against or required to be insured against
by the releasing party.
 16




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8.3.2
    
    Such release and waiver will be effective only to the extent of proceeds of insurance
received by the releasing party and proceeds which would have bee received if the releasing
party maintained all insurance required to be maintained by it under this Lease and for this
purpose deductible amounts will be deemed to be proceeds of insurance received.
 8.3.3
    
    The liability of the Landlord and the Tenant towards third Persons (being any Person other
than the Landlord or the Tenant) in respect of matters for which they are respectively liable
at law towards such third Persons shall not be affected by this Section 8.3.
 Section 8.4 Increase in Insurance Premiums
  ARTICLE 9
 ENVIRONMENTAL MATTERS
 Section 9.1 Environmental Compliance
  Section 9.2 Disclosure and Remediation
  Section 9.3 Notices from Environmental Authorities
  17




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Section 9.4 Information Regarding Environmental Matters
  ARTICLE 10
 DEFAULT
 Section 10.1 Default and Remediation
  (a)
    
    terminate this Lease by notice to the Tenant, in which event this Lease will terminate
immediately upon delivery of notice;
 (b)
    
    enter the Premises as the Tenants mandatary and to relet the Premises for whatever term, and
on such terms, as the Landlord in its discretion may determine and to receive the rent
therefor; to make improvements to the Premises to facilitate their reletting, and to apply the
proceeds of any such reletting first, to the payment of expenses incurred by the Landlord with
respect to the reletting or pursuant to paragraph (c); second, to the payment of any
indebtedness of the Tenant to the Landlord other than Rent; and third, to the payment of Rent
in arrears; with the residue to be held by the Landlord and applied in payment of future Rent
as it becomes due. The Tenant will remain liable to the Landlord for any deficiency;
 (c)
    
    take possession of any property of the Tenant on the Premises (including Tenant Property), to
store such property at the Tenants expense or to sell or otherwise dispose of such property
in such manner as the Landlord may see fit without notice to the Tenant;
 (d)
    
    recover from the Tenant all damages and expenses incurred by the Landlord as a result of any
breach by the Tenant including legal costs and disbursements incurred by the Landlord to
terminate this Lease, any costs and expenses (including real estate commissions and
professional fees) incurred by the Landlord in reletting the Premises and any deficiency
between the amounts which would have been payable by the Tenant for the portion of the Term
following such termination and the net amounts actually received by the Landlord during such
period of time with respect to the Premises; or
 (e)
    
    recover from the Tenant all arrears of Rent together with the next 3 months installments of
Basic Rent and the next 3 months installments on account of Tenants Operating Expense
Payment and Tenants Tax Payment, as estimated by Landlord and the administration fee referred
to in Schedule C of the present Lease under sub-paragraph (ii) of the definition of Tenants
Operating Expense Payment, all or which immediately become due and payable as accelerated
rent.
 18




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Section 10.2 Right to Remedy Default
  Section 10.3 Recovery of Tenant Inducements
  Section 10.4 Allocation of Payments
  ARTICLE 11
 GENERAL PROVISIONS
 Section 11.1 Pre-Term Occupancy
 unless
otherwise provided in Schedule B
 Section 11.2 Delay
  Section 11.3 Termination of the Lease
  19




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Section 11.4 Waiver
  Section 11.5 Notices
  (a)
    
    if to the Landlord:1 Place Alexis Nihon, Suite 1010Montreal, QuebecH3Z 3B8Attention: Vice President, Secretary-TreasurerFacsimile No.: (514) 931-1618(b)
    
    if to the Tenant at the Premises:Attention: Kerri LoiselleFacsimile No.: (613) 230-4341
  Section 11.6 Successors
  Section 11.7 Captions and Section Numbers
  Section 11.8 Partial Invalidity
  Section 11.9 Entire Agreement
  20




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Schedule A
    
    
    
    Outline of the PremisesSchedule B
    
    
    
    Special Lease ProvisionsSchedule C
    
    
    
    DefinitionsSchedule D
    
    
    
    Excluded ExpensesSchedule E
    
    
    
    Description of the LandSchedule F
    
    
    
    Rules and Regulations
 Section 11.10 Governing Law
  Section 11.11 Time of the Essence
  Section 11.12 Publication of this Lease
  Section 11.13 Waiver by Tenant
 Civil Code of Quebec
 Section 11.14 Election of Domicile
  Section 11.15 Freely Negotiated
  Section 11.16 Acknowledgement
  21




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##### 



Civil Code of Quebec
 Section 11.17 Language Clause
  22




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##### 



th
 ALEXIS NIHON REAL ESTATE INVESTMENTTRUST(Landlord)Per:
    
    s/s illegible

Guy Charron,Executive Vice President andChief Operating OfficerPer:
    
    s/s illegible

Pierre Destrempes,Vice President, Office Leasing
 th
 DECIMA RESEARCH INC.(Tenant)Per:
    
    s/s illegible

Michel LucasPresidentPer:
    
    N/A
 23




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##### 



TH




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##### 



SCHEDULE B
 SPECIAL LEASE PROVISIONS
 1.
    
    Fixturing Period
 1.1
    
    The Tenant is granted occupancy of the Premises on September 15th,
2005 (the Occupancy Date) until the Commencement Date (the Fixturing Period), in
order to set up and operate its business. During the Fixturing Period, the Tenant is
responsible for the performance of all provisions of the Lease, save and except the
payment of the Basic Rent, Additional Rent. Notwithstanding the foregoing, the Tenant
remains liable, throughout the Fixturing Period, to pay to the Landlord, upon demand,
any fees related to any request from the Tenant to the Landlord to provide: (i)
climate control to the Premises outside the following hours, namely: from 7:00 to
18:00 on Mondays through Fridays, and 7:30 to 12:30 on Saturdays, unless any such day
is a statutory holiday; and (ii) janitorial and cleaning services in the Premises.1.2
    
    In addition to the foregoing, it is understood that as of June
16th, 2005, Tenants engineers, consultants, designers, and general
contractor shall be given access to Premises in order to plan the Tenants work.
However, in no event such period shall be used by the Tenant to perform its work.
 2.
    
    Option to Renew
 2.1
    
    Provided the Tenant has respected its obligations under the Lease, the Tenant
shall have the option to extend the Term for an additional period of five (5) years
(the Option to Renew), commencing on May 1st, 2016 and terminating on
April 30th, 2021 (the Extended Period).2.2
    
    The Extended Period shall be under the same terms and conditions as contained
in the Lease, with the exception of the Basic Rent, the Contribution, the Landlords
Work, the Right to Terminate and this Option to Renew which shall no longer apply. The
Basic Rent shall be negotiated between both parties based on current fair market rent
for leases with similar terms (including, without limitation, the length of the term
and the frequency if adjustments in rent, of any) entered into at arms length, for
comparable premises, as if leased to an existing tenant on renewal of their lease in
comparable buildings and locations.2.3
    
    In order to exercise this option to renew, the Tenant must provide the
Landlord with written notice of its intent to extend the Term, not less than twelve
(12) months prior to the expiration of the Term and upon receipt of this notice, both
parties will have sixty (60) days to agree on the Basic Rent, failing which, in either
cases, the present option shall be null and void and the Term shall end on the date
set out in the Lease.2.4
    
    This Option to Renew is personal to the Tenant and may not be assigned or
transferred, save and except for a Permitted Transferee under article 5.1.8 of this
Lease.
 3.
    
    Right of First Offer
 3.1
    
    Provided the Tenant is not in default under the Lease, and subject to prior
existing rights, the Tenant shall have the option to lease during the Term all or a
portion of any space which become vacant and available on the third (3rd)
or fifth (5th) floors of the Building (the Available Space). The Landlord
shall notify the Tenant, in writing, as to the availability of the Available Space and
possession date, and the Tenant will have fifteen (15) business days to advise the
Landlord of its intention to lease the Available Space (the Right of First Offer).
It is understood that the Available Space will not be considered to be available if an
existing tenant shall renew or extend its lease for said space, or if it subleases its
premises of assigns its lease.




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##### 



3.2
    
    Should the Tenant exercise the Right of First Offer, all the terms and
conditions of this Lease shall apply to the Available Space, including the Basic Rent,
except the Fixturing Period, the Landlords Work and the Contribution which shall not
apply to the Available Space. The Available Space shall be delivered to the Tenant in
their as is condition.3.3
    
    The Right of First Offer is personal to the Tenant and shall not be assigned
or transferred, save and except for a Permitted Transferee under article 5.1.8 of this
Lease.
 4.
    
    Right of First Refusal
 4.1
    
    As of the Occupancy Date and throughout the Term, provided the Lease is
signed by both parties, provided the Tenant is not in default of its obligation under
the Lease, provided the Tenant has not subleased all or part of its Premises not
assigned its Lease and subject to the existing rights of other occupants of the
Building, should Landlord receive a bona fideoffer to lease any vacant and available
space located on the third (3rd) and fifth (5th) floors of the
Building which the Landlord is prepared to accept, Landlord shall give to Tenant a
written notice of the provisions of such offer and Tenant shall have the right until
5:00 pm on the fifth (5th) business day following the day upon which such
notice is given, to elect, by written notice given to the Landlord, to lease said
space (the Right of First Refusal).4.2
    
    If the Tenant elects to lease the space within the stipulated delay, it shall
be under the same terms and conditions set forth in the bona fidethird party offer,
except for the term which shall be co-terminus with the Term of this Lease and all the
incentives contained in the third party offer which shall be amortized over the
balance of the Term to provide the Landlord the same revenues as the third party
offer. In the event of such election, the Tenant shall have an additional delay of
thirty (30) days to enter into an agreement amending the Lease covering such space on
the same terms and conditions as those contained in the third party offer.4.3
    
    If the Tenant does not respond within the above-mentioned delay or if it does
not wish to lease the space in question, the Landlord will be free to lease the said
space to the third party tenant. Should the Tenant elect to waive its right of first
refusal on the said space, the Landlord shall subsequently proceed with the rental of
said space to the third party, without any further obligation to the Tenant in this
regard.4.4
    
    The present Right of First Refusal is a personal right to the benefit of the
Tenant and may not be transferred, save and except for a Permitted Transferee under
article 5.1.8 of this Lease.
 5.
    
    Right to Terminate
 5.1
    
    Provided the Tenant is not then in default of its obligations under the Lease
and has remitted the Indemnity stipulated herein within the prescribed time limit, the
Tenant shall have the right one time to terminate the Lease (the Right to Terminate)
on April 30th, 2012 (the Termination Date), by giving the Landlord a
prior written notice at least 12 months prior to the Termination Date (the Notice).5.2
    
    The Tenant undertakes to remit the Landlord, no later than thirty (30) days
prior to the Termination Date, an indemnity for Tenants use of its Right to
Terminate, by certified cheque of an amount equivalent to the unamortized portion of
the Landlords Work, the Contribution, the Commission and all leasing costs, at
interest rate shall be calculated at 10% per annum, failing which this Right to
Terminate shall become null and void, without penalty, charge or recourse whatsoever
from the Tenant against the Landlord.5.3
    
    The Tenant shall also reimburse to the Landlord for any amount owed for the
adjustment of the Additional Rent up to the Termination Date, this adjustment being
effected at the end the Occupancy Period.5.4
    
    The Tenant undertakes to remit to the Landlord vacant possession of the
premises at the Termination Date, in the condition stipulated in this Lease.




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5.5
    
    This Right to Terminate is personal to the Tenant and may not be assigned or
transferred by the Tenant, save and except for a Permitted Transferee under article
5.1.8.
 6.
    
    Landlords Contribution
 6.1
    
    Provided that the Tenant is not in default of its obligations under the
Lease, the Landlord hereby agrees to contribute an amount equal to twenty six dollars
and twenty cents ($26.20) (plus applicable G.S.T. and Q.S.T.) per square foot of gross
rentable are of Premises (the Contribution) in order to help the Tenant set up its
business and equipment, and towards the construction of the Tenants initial leasehold
improvements in the Premises. It is understood that the Tenant shall use the
Contribution to execute work within the Premises, install wiring, purchase equipment,
furniture, or offset relocation costs. All expenses at the sole discretion of the
Tenant.6.2
    
    Fifty per cent (50%) of the Contribution shall be paid to the Tenant by the
Landlord after the signature of the Lease.6.3
    
    The balance of the Contribution shall be payable only if the following
conditions have been fulfilled upon Tenants written demand to that effect and
presentation of the appropriate invoices:
 a)
    
    all of the Tenants leasehold improvements work shall have been
completed in conformity with the provisions of this Lease;b)
    
    the Tenant shall have provided the Landlord with sufficient proof
showing that all invoices pertaining to the Tenants leasehold improvements work
have been fully paid;c)
    
    the Tenant shall have provided the Landlord with proof that no
hypothec has been and will be registered against the Premises and/or the Building
after a delay of thirty-five (35) days following completion of the Tenants
leasehold improvements work;d)
    
    the Tenant shall not be in monetary default of any of its obligations
under the Lease.
 6.4
    
    Any unused amounts are to be paid to the Tenant who shall be entitled to use
the remaining Contribution at its discretion.
 7.
    
    Landlords Work
 7.1
    
    All base building elements shall be in good working order.7.2
    
    It is further understood that the Landlords engineers shall ensure that HVAC
system provided within the Premises maintains the Tenant with the temperature control
and fresh air exchange allowing the employees of the Tenant to enjoy comfort and air
quality in keeping with other A class office buildings. The Landlords work
stipulated in Sections 7.1 and 7.2 shall be collectively referred to as the
Landlords Work.7.3
    
    It is further understood that the Tenant needs hours of operations to be from
8:00 am to 11:00 pm Monday through Friday, and from 8:00 am to 11:00 pm Saturday and
Sunday and that this is an integral part of the Tenants business hours, therefore
crucial that the Landlord provide the Tenant with HVAC for said business hours.




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##### 



8.
    
    Indentification
 The Tenant, at its costs, shall be permitted to display corporate designation on the floor
of the Premises, the whole in conformity with Landlords standards and after the Tenants
having obtained, at its costs, any authorization or permit required by the competent
authorities but not smaller than the largest sign installed by any other tenant. The Tenant
shall also be permitted to display its logo in the lobby directory board and on the
elevator reception area of the fourth (4th) floor.
 9.
    
    Parking
 The Landlord shall provide Tenant with the use of ten (10) unreserved parking spaces in the
Buildings parking area for the Term. It is understood that the cost of said parking shall
be the current monthly rate being charged in the Building parking area, subject to
Landlords periodical adjustment. The Tenant undertakes to promptly sign Landlords parking
lease, of required.




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SCHEDULE C
 DEFINITIONS
  Additional Rent
 Area of the Building aggregate
 Area of the Premises
 Basic Rent
 Building
 Business Taxes
 Change of Control
 Commencement Date
 Common Areas
 Environmental Law
 Event of Default
 (a)
    
    the Tenant is in default under this Lease and:
 (i)
    
    fails to remedy such default within 10days (or such shorter
period as may be provided in this Lease) after notice in writing from
Landlord; or,(ii)
    
    if such default is other than in respect of Rent or any other
amount payable pursuant to this Lease, cannot be reasonably remedied within 15
days or such




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##### 



shorter period after notice in writing from Landlord, the Tenant fails to
commence to remedy such default within such 15 days or shorter period or
thereafter fails to proceed diligently to remedy such default;
 (b)
    
    the Tenant or any Guarantor becomes bankrupt or insolvent or takes the
benefit of any statute of any jurisdiction regarding bankrupt or insolvent persons or
makes any proposal, assignment or arrangement with its creditors, or any steps are
taken or proceedings commenced by any Person for the dissolution, winding-up or other
termination of the existence of the Tenant or any Guarantor, or for the liquidation of
their respective assets;(c)
    
    a trustee, receiver, receiver/manager or like Person is appointed with
respect to the business or assets of the Tenant or any Guarantor;(d)
    
    the Tenant makes a sale in bulk of all or a substantial portion of its assets
other than in conjunction with a Transfer consented to by Landlord in accordance with
Section 5.1;(e)
    
    any Guarantor terminates, or purports or attempts to terminate, its
obligations under its guarantee of the Tenants obligations under this Lease;(f)
    
    this Lease or any of the Tenants assets are taken or seized, before or after
judgment, andsuch seizure is not challengedwithin 15 days of the date when effected;(g)
    
    a Transfer occurs other than in compliance with the provisions of this Lease;(h)
    
    any insurance policy covering the Building or any part of the Property or any
occupant thereof is cancelled or threatened to be cancelled or adversely changed or is
not renewed as a result of any use or occupancy of the Premises.
 Excluding Expenses Schedule D
 Guarantor
 Hazardous Substances
 Improvements
 Land Schedule E
 Lease
 Normal Business Hours and except as expressly
stipulated in Article 1 of Schedule B of this Lease




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##### 



Occupancy Period
 Operating Expenses
   (c)
    
    If in any Operating Period all of the leasable premises in the Building are not leased to
tenants, those components of Operating Expenses which fluctuate based upon the level of
occupancy of the Building will be increased to the amount as determined by the Landlord acting
reasonably, which would have been incurred in connection therewith if all of the leasable
premises in the Building had been leased during such Operating Period.
 Person
 Permitted Use
 Premises
 Prohibited Activities except for the exclusive use of Tenants employees and guests, provided the
dispensing machines are not accessible or visible to the public. resulting in high density usage, except has permitted in
Section 2.3 of this Lease The
Landlord represents that Tenants Permitted Use does not contravene to any of the exclusivities or
restrictions on use to any other tenants of the Building.
 Property
 Rent
 Rules and Regulations
 Secured Creditor
 Security




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##### 



Security Deposit
 Tax on Capital
 (a)
    
    an amount equivalent to the Value of the Property multiplied by the
applicable tax on capital rate imposed from time to time pursuant to the Taxation Act
(Quebec), as amended or replaced from time to time or any other applicable tax on
capital rate imposed from time to time by the taxing authorities having jurisdiction;
plus,(b)
    
    an amount equivalent to the Value of the Property multiplied by the
applicable tax on large corporations rate imposed from time to time pursuant to the
Income Tax Act (Canada), as amended or replaced from time to time or any other
applicable tax on capital rate imposed from time to time by the taxing authorities
having jurisdiction
 Taxes Loi sur la fiscalite
municipale.
 Tenant Property
 Tenants Operating Expense Payment
 (i)
    
    the amount determined by first dividing the Operating Expenses in respect of
such Occupancy Period by the Area of the Building and then multiplying the product of
such division by the Area of the Premises; plus(ii)
    
    an administration fee in an amount equal to 15% of the amount determined
pursuant to clause (i) of this definition
 Tenants Share of Tax on Capital
 Tenants Share of the Taxes
 Tenants Tax Payment
 Term
 Transfer




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Transfer
 Transferee
 Value of Property




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SCHEDULE D"
 EXCLUDED EXPENSES
  (a)
    
    the cost of any replacement of or major repair to the structure of the Building, including
the structure of the roof and roof membranes, columns, floor slabs, foundations and exterior
structural walls of the Building, but excluding for certainty, any repairs to or other matters
which constitute normal periodic maintenance and repair in respect of any such items;(b)
    
    any exposure incurred by the Landlord for the exclusive benefit of any tenant of the Building
or in connection with the leasing of space in the Building to any particular tenant, including
brokers fees or commission, legal fees and expenses, marketing costs, the cost of remodeling
space, any tenant inducements, the cost of lease take-overs, the cost of market studies and
any other fees and expenses of a similar nature;(c)
    
    any costs related to the financing or refinancing of the Building or the Property;(d)
    
    any reserve for bad debt or other loss of rentals;(e)
    
    any amounts payable by the Landlord on account of financing of the Building or the Property,
including payments of interest and principal in respect of such financing;(f)
    
    any costs or expenses attributable to any latent defect in the Premises (other than any
improvements installed in the Premises by or on behalf of the Tenant);(g)
    
    the cost of acquisition of sculptures, paintings or other works of art;(h)
    
    the cost of any repairs (within the meaning of Section 6.3) which are covered by insurance,
to the extent of the insurance proceeds actually received by the Landlord during the Occupancy
Period in which the cost is incurred;(i)
    
    the cost of any work which is paid for by a Person other than the Landlord under a warranty
obligation owed to the Landlord by such third Party.




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SCHEDULE E
 DESCRIPTION OF THE LAND




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SCHEDULE F
 RULES AND REGULATIONS
 1.
    
    Common areas shall not be used by the Tenant for any purposes other than those designated by
the Landlord. In Particular, the Tenant will not obstruct or otherwise interfere with the use
of halls, staircases and other common passageways within the Property.2.
    
    The washroom facilities shall not be used for any purposes other than those for which they
were constructed. Any damage resulting from misuse by the Tenant will be repaired by the
Landlord at the Tenants expense.3.
    
    The Tenant shall not keep or permit any birds or animals to be kept in or about the Leased
Premises or elsewhere upon the Property.4.
    
    The Tenant shall not permit any cooking in the Leased Premises other than by microwave for
its personal use and that of its employees and in no event shall odours be permitted to escape
to the common areas. The door of the cafeteria or similar facilities shall not give direct
access to the common corridors.5.
    
    The Tenant will not use or permit the Leased Premises to be used for residential purposes or
for the storage of personal effects or articles other than those required for business
purposes.6.
    
    The Landlord may require that persons entering and leaving the Building at any time other
than normal business hours comply with such security arrangements governing access to the
Building or other parts of the Property as Landlord shall implement from time to time. The
Landlord will have the right to prevent any person who does not respect such security
arrangements from entering the Building and may require that any person who is found in the
Building or elsewhere on the Property outside of normal business hours who does not comply
therewith leave the Building.7.
    
    No dangerous explosives or noxious materials shall be kept or permitted to be kept in the
Leased Premises.8.
    
    No heavy machinery or equipment, such as, without limitation, safes or vaults, will be
brought into the Premises or moved either within the Premises or through the Building except
with Landlords prior consent. The Landlord may make from time to time such rules with regard
to the places in which the heavy equipment may be installed, and the manner in which such
heavy equipment may be moved, as shall be necessary in the Landlords judgment in order to
prevent damage to the Building. Whether or not the Tenant complies with the rules established
by the Landlord in this regard, any damage to the Building arising from the moving of, use of
or presence of any such heavy equipment shall be repaired at the Tenants expense. No freight
or bulky matter of any description will be received into the Building or carried in elevators
except during hours approved by the Landlord.9.
    
    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 Building.10.
    
    The parking of cars or other vehicles shall be subject to the fees and charges and to the
regulations established by the Landlord from time to time. The Landlord shall not be
responsible for damage to or theft of any vehicles, their accessories or contents, caused by
negligence or otherwise.




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11.
    
    The Tenant will not place or cause to be placed any additional locks upon any doors of
the Leased Premises without prior written approval of the Landlord. In any event, no locks
shall be installed on the entrance doors or in any doors in the Leased Premises that are
not keyed to the building master key system. Additional keys may be obtained from the
Landlord at the cost of the Tenant. All emergency doors must be kept closed at all times.12.
    
    The Tenant shall be entitled to have its name as at the Commencement Date shown on the
directory board of the Building (at Landlords expense) and at one of the entrance doors to
the Leased Premises (at 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.13.
    
    The Tenant shall not conduct and shall not permit any canvassing in the Building.14.
    
    The Tenant acknowledges that the Landlord may from time to time close lanes, driveways and
passages for the purpose of preserving the Landlords rights over such lanes, driveways and
passages, if applicable.15.
    
    The Tenant will not install or permit to be installed any sign or other display which may be
seen from the exterior of the Leased Premises.16.
    
    The Tenant will not use any hand trucks, or permit any hand trucks to be used, in the common
corridors of the Building, and will not bring any vehicles of any kind into the Building.