<PAGE>


                         170 UNIVERSITY AVENUE, TORONTO

         THIS LEASE, dated May 28, 1996, is made by the Landlord and Tenant
named herein who, in consideration of the rents, covenants and agreements herein
contained covenant and agree as follows:

                                    ARTICLE 1

                    BASIC TERMS, DEFINITIONS, INTERPRETATION

1.01     SUMMARY OF BASIC TERMS.

         (a)      (i)      Landlord:      170 University (Toronto) Partnership

                  (ii)     Address        c/o Gentra Canada Investments Inc.
                           of Landlord:   70 York Street, Suite 1400
                                          Toronto, Ontario
                                          M5J IS9

                                          Attention: Vice-President, Real Estate
                                          Telecopy: (416) 359-0880

         (b)      (i)      Tenant:        Promis Systems Corporation Ltd.

                  (ii)     Address        At the Premises
                           of Tenant:
                                          Attention: President
                                          Telecopy: (416) 960-1222

         (c)      (i)      Indemnifier:   N/A

                  (ii)     Address of     N/A
                           Indemnifier:

         (d)      Premises:               All of Floors ten (10), eleven (11),
                                          twelve (12) and thirteen (13)

         (e)      Rentable Area           Approximately 25,086 square feet
                  of Premises:            subject to Section 2.02.


         (f)      (i)      Term:          Ten (10) years, subject to Section
                                          3.01 and Section 4.01 of Schedule D
                                          hereto.

                  (ii)     Estimated
                           Commencement                    December 1, 1996
                           Date                            subject to Article 3

         (g)      Minimum Rent (Section 4.01):

<TABLE>
<CAPTION>
                                          (i) Per Sq.        (ii)          (iii)
                  Lease Year              Ft./Year       Per Year     Per Month
                  ----------              --------       --------     ---------
                  <S>                     <C>           <C>           <C>
                  1 - 5                   $16.00        $401,376.00   $33,448.00
                  6 - 10                  $19.00        $476,634.00   $39,719.50
</TABLE>

         (h)      Fixturing Period
                                          One Hundred and Twenty (120) days


<PAGE>




         (i)      Special Provisions:       Schedule D
The terms set out above are intended to be only a summary of certain basic terms
of this Lease. In the event of any inconsistency between such terms and the
terms hereinafter set out in this Lease, the latter shall govern.

         1.02     DEFINITIONS. In this Lease, unless there is something in the
                  subject matter or context inconsistent therewith:

                  (a.)     "ACCOUNTING PERIOD" means a calendar year or such
                           other accounting period, not exceeding sixteen (16)
                           months, as the Landlord may adopt from time to time
                           for the Building;

                  (b.)     "ADDITIONAL RENT" means all amounts in addition to
                           Minimum Rent payable by the Tenant to the Landlord
                           pursuant to this Lease, including those amounts set
                           out in Section 4.02, but excluding Goods and Services
                           Tax;

                  (c.)     "ADMINISTRATIVE CHARGE" means the charge specified as
                           such in Subsection 4.02(c);

                  (d.)     "APPLICABLE LAWS" means all statutes, laws, by-laws,
                           regulations, ordinances, orders and requirements of
                           governmental or other public authorities having
                           jurisdiction, and all amendments thereto, at any time
                           and from time to time in force;

                  (e.)     "ARCHITECT" means the architect designated by the
                           Landlord from time to time, who shall be duly
                           qualified to practice in Ontario and independent of
                           the Landlord;

                  (f.)     "BUILDING" means the Lands and the multi-storey
                           building municipally known as 170 University Avenue,
                           Toronto and all other structures, improvements,
                           facilities and appurtenances that have been or are
                           being constructed on the Lands, including or together
                           with the Building Systems and the Common Areas and
                           Facilities, all as may be altered, expanded, reduced
                           or reconstructed from time to time;

                  (g.)     "BUILDING SYSTEMS" means:

                           (i)      the HVAC System and all other systems,
                                    services, installations and facilities from
                                    time to time installed in or servicing the
                                    Building (or any portion thereof),
                                    including, but not limited to, the elevators
                                    and escalators and the following systems,
                                    services, installations and facilities:
                                    mechanical (including plumbing, sprinkler,
                                    drainage and sewage), electrical and other
                                    utilities, lighting, sprinkler, life safety
                                    (including fire prevention, communications,
                                    security and surveillance), computer
                                    (including environmental, security and
                                    lighting control), ice and snow melting,
                                    refuse removal, window washing, and music;
                                    and

                           (ii)     all machinery, appliances, equipment,
                                    apparatus, components, computer software and
                                    appurtenances forming part of or used for or
                                    in connection with any of such systems,
                                    services, installations and facilities
                                    including, but not limited to, boilers,
                                    motors, generators, fans, pumps, pipes,
                                    conduits, ducts, valves, wiring, meters and
                                    controls, and the structures and shafts
                                    housing and enclosing any of them;

                  (h)      "BUSINESS HOURS" means the hours from 7:30 a.m. to
                           6:30 p.m. Monday to Friday, inclusive, and from 9:00
                           a.m. to 5:00 p.m. on Saturday of each


<PAGE>
                                      -3-


                           week, excepting holidays (as defined in the
                           Interpretation Act (Ontario));

                  (i)      "BUSINESS TAXES" means all taxes, rates, duties,
                           levies, assessments, licence fees and other charges
                           in respect of the use or occupancy of, or any
                           business carried on, by tenants or other occupants of
                           the Building and includes, without limitation,
                           business taxes levied or assessed pursuant to the
                           Assessment Act (Ontario);

                  (j)      "CHANGE OF CONTROL" means, in the case of any
                           corporation or partnership, the transfer or issue by
                           sale, assignment, subscription, transmission on
                           death, mortgage, charge, security interest, operation
                           of law or otherwise (including, without limitation,
                           any change in the constitution of a partnership), of
                           any shares, voting rights or interest which would
                           result in any change in the effective control of such
                           corporation or partnership, unless (i) such change
                           occurs as a result of trading in the shares of a
                           corporation listed on The Toronto Stock Exchange or
                           Montreal Stock Exchange; and (ii) the Landlord
                           receives assurances reasonably satisfactory to it
                           that such change will not detrimentally affect the
                           financial capacity of such corporation or the ability
                           of such corporation to conduct business;

                  (k)      "COMMENCEMENT DATE" means the date determined
                           pursuant to Section 3.01;

                  (l)      "COMMON AREAS AND FACILITIES" means (A) those areas,
                           facilities, improvements, installations and equipment
                           in or around the Building that (i) are neither rented
                           nor designated nor intended by the Landlord to be
                           rented and (ii) are provided or designated from time
                           to time by the Landlord for the benefit or use of
                           more than one (1) tenant or component of the Building
                           including, but not limited to, entrances, lobbies,
                           access and service corridors, stairways, indoor and
                           outdoor walkways (both open and enclosed), furniture,
                           furnishings and fixtures, public sidewalks (to the
                           extent maintained for the benefit of the Building),
                           public washrooms, indoor and outdoor landscaping and
                           landscaped areas, passageways or tunnels leading to
                           the underground public transportation system and to
                           other buildings or concourses or elsewhere,
                           mailrooms, electrical, telephone, meter, valve,
                           mechanical, storage and janitor rooms, shipping and
                           receiving areas and loading docks, package or
                           passenger pick-up areas, waste disposal or recycling
                           facilities, and driveways, laneways and ramps, and
                           (B) space, facilities and installations that are made
                           available for community service, public or other use
                           pursuant to the Municipal and Operating Agreements,
                           all as may be altered, expanded, reduced,
                           reconstructed or relocated from time to time;

                  (m)      "CPI" means the Consumer Price Index (All items) for
                           the Municipality of Metropolitan Toronto, 1981=100,
                           published by Statistics Canada or its successor,
                           adjusted for any change in base year, or, if
                           Statistics Canada or its successor no longer
                           publishes such index or is no longer operated by the
                           Government of Canada, such other price index as the
                           Landlord may substitute acting reasonably; in the
                           case of any such substitution the Landlord shall be
                           entitled to make all necessary conversions for
                           purposes of comparison;

                  (n)      "EVENT OF DEFAULT" means any event specified as such
                           in Section 14.01;

                  (o)      "EXPERT" means architect, engineer, chartered
                           accountant, quantity surveyor, or other professional
                           consultant, in any case appointed by the


<PAGE>
                                      -4-


                           Landlord and, in the reasonable opinion of the
                           Landlord, qualified to perform the function for which
                           he or she is retained;

                  (p)      "FIXTURING PERIOD" means the number of days, if any,
                           specified in Subsection 1.01(h) prior to the
                           Commencement Date allowed the Tenant to perform its
                           fixturing of the Premises after the Landlord has
                           delivered the Premises to it for such purpose;

                  (q)      "GOODS AND SERVICES TAX" means all goods and services
                           taxes, value added, sales, use, consumption or other
                           similar taxes of whatever name imposed by the
                           Government of Canada or by any provincial or local
                           government;

                  (r)      "HVAC SYSTEM" means all interior climate control
                           (including heating, ventilating and air-conditioning)
                           systems, installations, equipment and facilities in
                           or servicing the Building that are provided or
                           designated from time to time by the Landlord for the
                           benefit of more than one (1) tenant or component of
                           the Building;

                  (s)      "INDEMNIFIER" means the Person, if any, named as
                           Indemnifier in Subsection 1.01(c) and who has
                           executed or agreed to execute the indemnity agreement
                           attached to this Lease as Schedule E, if applicable;

                  (t)      "LANDLORD" means the party named in Subsection
                           1.01(a) and its successors and assigns;

                  (u)      "LARGE CORPORATIONS TAX" means any tax payable under
                           Part I.3 of the Income Tax Act (Canada) or any
                           successor provisions thereto of a similar nature;

                  (v)      "LANDS" means the lands more particularly described
                           in Schedule A hereto, as they may be altered,
                           expanded or reduced from time to time;

                  (w)      "LEASE" means this lease as it may be amended from
                           time to time in accordance with the provisions
                           hereof;

                  (x)      "LEASEHOLD IMPROVEMENTS" means all fixtures,
                           improvements, installations, alterations and
                           additions from time to time made, erected or
                           installed by or on behalf of the Tenant or any former
                           occupant in the Premises, including internal
                           stairways, doors, hardware, partitions (including
                           moveable partitions) and wall-to-wall carpeting with
                           the exception of such carpeting where laid over
                           vinyl, tile or other finished floor and removable
                           without damage to such floor, but excluding trade
                           fixtures, drapes, and furniture and equipment not of
                           the nature of fixtures;

                  (y)      "LEASE YEAR" means, in the case of the first Lease
                           Year, the period beginning on the Commencement Date
                           and ending on the last day of the 12th consecutive
                           full month after the expiry of the calendar month in
                           which the Commencement Date occurs (except that if
                           the Commencement Date occurs on the first day of a
                           calendar month, the first Lease Year shall end on the
                           day prior to the first anniversary of the
                           Commencement Date) and, in the case of the second and
                           each subsequent Lease Year, means consecutive periods
                           each of twelve (12) consecutive full months, with the
                           second Lease Year commencing immediately after the
                           first Lease Year;

                  (z)      "MINIMUM RENT" means the rent payable pursuant to
                           Section 4.01;


<PAGE>
                                      -5-


                  (aa)     "MORTGAGE" means any mortgage, charge or security
                           instrument (including a deed of trust or mortgage
                           securing bonds) and all extensions, modifications and
                           renewals thereof which may now or hereafter affect
                           the Lands;

                  (bb)     "MORTGAGEE" means the mortgagee, chargee or secured
                           party or trustee for bondholders, as the case may be,
                           who from time to time holds a Mortgage;

                  (cc)     "MUNICIPAL AND OPERATING AGREEMENTS" means
                           collectively (i) any and all agreements made pursuant
                           to Section 36 or Section 40 of the Planning Act, 1983
                           (Ontario) and any other similar or successor
                           provisions, (ii) development, site plan, landscaping,
                           sidewalk improvement, tunnel, lane closing, building
                           conservation, restoration or heritage agreements and
                           (iii) any other agreements with The Corporation of
                           the City of Toronto, the Municipality of Metropolitan
                           Toronto and others (including the owners of the
                           various parts of the development, other real estate
                           projects and the Toronto Transit Commission) relating
                           to the development, construction, use and/or
                           operation and/or shared access to the Building or
                           other adjacent developments, or any part or parts
                           thereof, in each case whether now or hereafter
                           entered into and as the same may be amended from time
                           to time;

                  (dd)     "OPERATING COSTS" means all costs, expenses, fees,
                           rentals, disbursements and outlays as specified in
                           Section 7.07 but excluding or deducting therefrom
                           such costs, expenses, fees, rentals, disbursements
                           and outlays specified as exclusions or deductions, as
                           the case may be, in Sections 7.08 and 7.09;

                  (ee)     "PERSON", according to the context, includes any
                           person, corporation, firm, partnership or other
                           entity, any group of persons, corporations, firms,
                           partnerships or other entities, or any combination
                           thereof;

                  (ff)     "PREMISES" means that part of the Building identified
                           in Subsection 1.01(d) and approximately as shown
                           cross-hatched on the floor plan(s) attached as
                           Schedule B; notwithstanding the definition of
                           Rentable Area the boundaries of the Premises are as
                           follows: (i) the interior face of all exterior walls,
                           doors and windows; (ii) the interior face of all
                           interior walls, doors and windows separating the
                           Premises from Common Areas and Facilities; (iii) the
                           centre line of all interior walls separating the
                           Premises from adjoining leasable premises; and (iv)
                           the top surface of the structural subfloor and the
                           bottom surface of the structural ceiling; provided
                           that any Building Systems which are located in the
                           Premises do not form part of the Premises;

                  (gg)     "PRIME" means the annual rate of interest announced
                           from time to time by the Landlord's bank (which shall
                           be a Canadian chartered bank listed in Schedule I to
                           the Bank Act designated by the Landlord from time to
                           time) as the daily rate of interest used by such bank
                           as a reference rate in setting rates of interest for
                           commercial loans of Canadian dollars and commonly
                           referred to by such bank as its Canadian "prime
                           rate";

                  (hh)     "PROPERTY TAXES" means all taxes, rates, duties,
                           levies, fees, charges (including local improvement
                           charges) and assessments whatsoever, imposed,
                           assessed, levied, rated or charged against the
                           Building or any part thereof from time to time by any
                           lawful taxing authority whether school, municipal,
                           regional, provincial, federal, or otherwise and any
                           taxes or other amounts which are imposed in lieu of,
                           or in addition to, any of the foregoing whether or
                           not in existence at the commencement of the Term and
                           whether of the foregoing character or not and any
                           such taxes levied


<PAGE>
                                      -6-


                           against the Landlord or any owner on account of its
                           ownership of the Building or its interest therein or
                           the rents payable to any such Person by tenants or
                           other occupants of the Building but excluding taxes
                           on the income or profits of the Landlord except to
                           the extent that they are levied in lieu of the
                           foregoing and excluding Goods and Services Tax;

                  (ii)     "PROPORTIONATE SHARE" means a fraction which has (i)
                           as its numerator the Rentable Area of the Premises
                           and (ii) as its denominator the Rentable Area of the
                           Building;

                  (jj)     "RENT" means all Minimum Rent and Additional Rent
                           payable pursuant to this Lease;

                  (kk)     "RENTABLE AREA", in the case of the Premises or any
                           other premises included in the Rentable Area of the
                           Building, means the area expressed in square feet, as
                           verified by the Architect or the Surveyor, of all
                           floors of such premises, determined as follows:

                           (i)      in the case of premises on a floor above the
                                    street entrance level floor occupied
                                    entirely by one (1) tenant, the Rentable
                                    Area shall be all the floor area within the
                                    exterior walls calculated by measuring from
                                    the inside face of the glass of the exterior
                                    walls, without deduction for columns and
                                    projections, and including elevator lobbies,
                                    service corridors, washrooms, electrical,
                                    telephone, meter, valve, mechanical, storage
                                    and janitor rooms and any internal or
                                    special stairways and/or elevators for the
                                    specific use of the particular tenant but
                                    excluding other stairways, elevator shafts,
                                    flues, pipe shafts and vertical ducts; and

                           (ii)     in the case of premises on a floor above the
                                    street entrance level floor occupied by more
                                    than one (1) tenant, the Rentable Area shall
                                    be the aggregate of (A) all floor area
                                    within the exterior walls of such premises
                                    calculated by measuring from the inside face
                                    of the glass of the exterior walls to the
                                    finished surface of the corridor side of the
                                    corridor partitions and to the centre line
                                    of demising partitions, without deduction
                                    for columns and projections, but excluding
                                    elevator lobbies, service corridors,
                                    washrooms, electrical, telephone, meter,
                                    valve, mechanical, storage and janitor
                                    rooms, stairways and elevator shafts
                                    supplied by the Landlord for use in common
                                    with other tenants within the relevant
                                    floors; and (B) a share of the area of
                                    Common Areas and Facilities located on such
                                    floor, such share to be in the same
                                    proportion to such area that the area of the
                                    space referred to in clause (A) above is to
                                    the total Rentable Area of such floor
                                    determined without reference to this clause
                                    (B); and (C) any service areas or corridors
                                    which are for the exclusive use of the
                                    particular tenant, and including internal or
                                    special stairways and elevators; and

                           (iii)    in the case of premises on or below the
                                    street entrance level floor, the Rentable
                                    Area shall be determined pursuant to clauses
                                    (A) and (C) of paragraph 1.02(kk)(ii) above
                                    without reference to clause (B) thereof;

                  it being acknowledged that the Rentable Area of the Premises
                  or the Building or any other space will be adjusted from time
                  to time to reflect any alteration, expansion, reduction,
                  construction or relocation;


<PAGE>
                                      -7-


                  (ll)     "RENTABLE AREA OF THE BUILDING" means the aggregate
                           of the Rentable Area of all premises in the Building
                           that are rented, or designated or intended by the
                           Landlord to be rented, for offices or business
                           purposes (whether actually rented or not) and, for
                           greater certainty, excludes Storage Areas;

                  (mm)     "RULES AND REGULATIONS" means the rules and
                           regulations made by the Landlord from time to time
                           pursuant to Section 8.04; the Rules and Regulations
                           existing as at the Commencement Date are those
                           annexed hereto as Schedule C;

                  (nn)     "SALES TAXES" means all sales taxes, Goods and
                           Services Tax and other taxes, rates, duties, levies,
                           fees, charges and assessments whatsoever,
                           whether or not in existence at the commencement of
                           the Term, imposed, assessed, levied, rated or charged
                           on the Tenant or the Landlord in respect of the Rent
                           payable by the Tenant to the Landlord or the rental
                           of the Premises or the provision of any goods,
                           services or utilities whatsoever by the Landlord to
                           the Tenant under this Lease;

                  (oo)     "STORAGE AREAS" means those areas in the Building, if
                           any, which are designated or intended from time to
                           time by the Landlord to be rented to tenants or other
                           occupants for storage purposes;

                  (pp)     "SURVEYOR" means the professional land or quantity
                           Surveyor for the Building designated by the Landlord
                           from time to time, who shall be duly qualified to
                           practice in Ontario and who shall be independent of
                           the Landlord;

                  (qq)     "TENANT" means the party named in Subsection 1.01(b)
                           and its heirs, executors, administrators and
                           permitted successors and assigns;

                  (rr)     "TERM" means the period specified in Section 3.01, as
                           it may be extended or renewed by the Tenant pursuant
                           to the options given to the Tenant to extend or renew
                           this Lease, if any;

                  (ss)     "TRANSFER" means an assignment of this Lease in whole
                           or in part, a sublease of all or any part of the
                           Premises, any transaction whereby the rights of the
                           Tenant under this Lease or to the Premises are
                           transferred to another Person, any transaction by
                           which any right of use or occupancy of all or any
                           part of the Premises is conferred upon any Person,
                           any mortgage, charge or encumbrance of this Lease or
                           the Premises or any part thereof or other arrangement
                           under which either this Lease or the Premises become
                           security for any indebtedness or other obligations
                           and includes any transaction or occurrence whatsoever
                           (including, but not limited to, expropriation,
                           receivership proceedings, seizure by legal process
                           and transfer by operation of law), which has changed
                           or might change the identity of the Person having
                           lawful use or occupancy of any part of the Premises;

                  (tt)     "TRANSFEREE" means the Person to whom a Transfer is
                           or is to be made; and

                  (uu)     "UNAVOIDABLE DELAY" means any cause beyond the
                           control of the party affected thereby which prevents
                           the performance by such party of any obligation
                           hereunder and not caused by its default or act of
                           commission or omission and not avoidable by the
                           exercise of reasonable care, including, without
                           limitation, strikes, lockouts or other labour
                           disputes, the enactment, amendment or repeal of any
                           Applicable Laws, and shortages or


<PAGE>
                                      -8-


                           unavailability of labour or materials, but excluding
                           lack of funds or financial inability.

         1.03     NUMBER, GENDER, LIABILITY. The grammatical changes required to
                  make the provisions of this Lease apply in the plural sense
                  where the Tenant or Indemnifier comprises more than one Person
                  and to corporations, firms, partnerships, or individuals, male
                  or female, will be assumed as though in each case fully
                  expressed. If the Tenant consists of more than one Person, the
                  covenants of the Tenant shall be deemed to be joint and
                  several covenants of each such Person. If the Tenant is a
                  partnership each Person who is presently a member of such
                  partnership, and each Person who becomes a member of any
                  successor partnership, shall be and continue to be liable
                  jointly and severally for the performance of this Lease,
                  whether or not such Person ceases to be a member of Such
                  partnership or successor partnership.

         1.04     NO LIMITATION. Whenever a statement or provision in this Lease
                  is followed by words denoting inclusion or example (such as
                  "including" or "such as") and then a list of, or reference to,
                  specific matters or items, such list or reference shall not be
                  read so as to limit or restrict the generality of such
                  statement or provision, even though words such as "without
                  limitation" or "without limiting the generality of the
                  foregoing" do not precede such list or reference.

         1.05     HEADINGS AND CAPTIONS. The table of contents, Article numbers,
                  Article headings, Section numbers and Section headings are
                  inserted for convenience of reference only and are not to be
                  considered when interpreting this Lease.

         1.06     OBLIGATIONS AS COVENANTS. Each obligation of the Landlord or
                  the Tenant expressed in this Lease shall be a covenant for all
                  purposes.

         1.07     ENTIRE AGREEMENT. This Lease contains all the representations,
                  warranties, covenants, agreements, conditions and
                  understandings between the parties concerning the Premises and
                  the subject matter of this Lease and may be amended only by an
                  agreement in writing signed by the Landlord and the Tenant.

         1.08     GOVERNING LAW. This Lease shall be interpreted under and is
                  governed by the laws of the Province of Ontario.

         1.09     CURRENCY. All Rent and other amounts of money in this Lease
                  are expressed in and refer to Canadian dollars and shall be
                  paid in the lawful currency of Canada.

         1.10     SEVERABILITY. If any provision of this Lease is illegal or
                  unenforceable it shall be considered severable from the
                  remaining provisions of this Lease, which shall remain in
                  force.

         1.11     SUCCESSORS AND ASSIGNS. This Lease and everything herein
                  contained shall benefit and bind the successors and assigns of
                  the Landlord and the heirs, executors, administrators and
                  permitted successors and assigns of the Tenant.

         1.12     SCHEDULES. The Schedules shall form part of this Lease and are
                  as follows:

                        Schedule A - Description of Lands
                        Schedule B - Floor Plan
                        Schedule C - Rules and Regulations
                        Schedule D - Special Provisions
                        Schedule E - Indemnity Agreement (Intentionally Deleted)
                        Schedule F - Lease Takeover Provisions

         1.13     TIME OF THE ESSENCE. Time is of the essence of this Lease and
                  every part thereof.

<PAGE>
                                      -9-


                                    ARTICLE 2

                                 GRANT OF LEASE

         2.01     DEMISE. The Landlord hereby leases the Premises to the Tenant
                  to have and to hold during the Term. The Tenant takes the
                  Premises on lease from the Landlord and covenants to pay the
                  Rent and to observe and perform all the covenants and
                  obligations to be observed and performed by the Tenant
                  pursuant to this Lease.

         2.02     RENTABLE AREA. The estimated Rentable Area of the Premises is
                  set out in Subsection 1.01(e). The Rentable Area of the
                  Premises shall be conclusively determined by the Architect or
                  the Surveyor in accordance with the BOMA standard of
                  measurement and shall be verified by the Architect or the
                  Surveyor, a copy of which shall be given to the Tenant. Such
                  determination shall be binding upon both the Landlord and the
                  Tenant. The Architect or the Surveyor will recalculate the
                  Rentable Area of the Premises whenever required because of a
                  rearrangement of partitions or other changed condition on the
                  floor or floors on which the Premises are located.

         2.03     EXAMINATION OF PREMISES. The Tenant shall examine the Premises
                  before taking possession and notify the Landlord prior to
                  taking possession of any defect in the condition thereof. The
                  Tenant agrees that there is no promise, representation and
                  undertaking by or binding upon the Landlord with respect to
                  any alteration, remodelling or decoration of the Premises or
                  with respect to the installation of equipment or fixtures in
                  the Premises, except as expressly provided in this Lease.

                                    ARTICLE 3

                                      TERM

         3.01     TERM. The Term of this Lease shall commence on the
                  Commencement Date, which will be December 1, 1996, and shall
                  end on the last day of the calendar month after the expiry of
                  the period set out in paragraph 1.01(f)(i), unless terminated
                  earlier pursuant to this Lease.

         3.02     CERTIFICATE AS TO COMMENCEMENT DATE. The determination of the
                  Commencement Date pursuant to Section 3.01 will be made by the
                  Landlord or, in the event of a dispute, by an Expert. The
                  Landlord and the Tenant will execute a certificate confirming
                  the Commencement Date if either party requests such a
                  certificate.

         3.03     EARLY OCCUPANCY. The Tenant shall be permitted to perform the
                  Tenant's Work (as hereinafter defined) during the Fixturing
                  Period provided the Tenant shall comply with all of the terms
                  and conditions contained in this Lease to be performed by the
                  Tenant save for the payment of Minimum Rent and Additional
                  Rent during such period.

                                    ARTICLE 4

                                      RENT

         4.01     MINIMUM RENT. The Tenant shall pay to the Landlord, in and for
                  each Lease Year, Minimum Rent in the amount per square foot of
                  the Rentable Area of the Premises set out in paragraph
                  1.01(g)(i) for the respective Lease Year, by equal consecutive
                  monthly instalments in advance on the first day of each month
                  in the amount set out in paragraph 1.01(g)(iii) for such Lease
                  Year, subject to the adjustment provisions of Section 4.05. If
                  the Commencement Date is not the first day of a calendar
                  month, the Tenant shall pay, on such Commencement Date, as

<PAGE>
                                      -10-


                  Minimum Rent, for the period from the Commencement Date to the
                  last day of the relevant calendar month, inclusive, an amount
                  calculated by multiplying the annual Minimum Rent for the
                  first Lease Year by the number of days during such period and
                  dividing by three hundred and sixty-five (365), and the first
                  regular instalment of Minimum Rent for such first Lease Year
                  shall be paid on the first day of the calendar month next
                  following the Commencement Date.

         4.02     ADDITIONAL RENT. The Tenant shall also pay to the Landlord
                  throughout the Term as Additional Rent:

                  (a)      the Tenant's share of Property Taxes and other taxes
                           payable to the Landlord in accordance with Article 7;

                  (b)      the Tenant's Proportionate Share of Operating Costs,
                           which Operating Costs shall be as specified in
                           Article 7; and

                  (c)      the aggregate of:

                                    (i)      costs of utilities in accordance
                                             with Sections 6.02 and 6.03;

                                    (ii)     costs of any additional services in
                                             accordance with Section 6.05; and

                                    (iii)   such other costs, charges, amounts
                                            and expenses as are required to be
                                            paid by the Tenant to the Landlord
                                            under this Lease (other than those
                                            referred to in subsections 4.02(a)
                                            and (b), above);

                  plus, in respect of each such cost, charge, amount or expense
                  referred to in this subsection 4.02(c), an administrative
                  charge of fifteen percent (15%) thereof.

Except as otherwise provided in this Lease, all Additional Rent shall be payable
within fifteen (15) days of receipt by the Tenant of an invoice, statement or
demand therefor from or on behalf of the Landlord.

         4.03     PAYMENT OF ADDITIONAL RENT. Before the commencement of each
                  Accounting Period the Landlord shall notify the Tenant of the
                  estimated amount for such Accounting Period of:

                  (a)      the Tenant's share of Property Taxes and other taxes
                           payable to the Landlord;

                  (b)      the Tenant's Proportionate Share of Operating Costs;
                           and

                  (c)      such other items of Additional Rent as the Landlord
                           may estimate in advance.

The Tenant shall pay such estimated amount in monthly instalments, as notified
by the Landlord to the Tenant, in advance on the first day of each month during
such Accounting Period. The Landlord may from time to time during an Accounting
Period re-estimate any items of Additional Rent and may fix monthly instalments
for the then remaining balance of the Accounting Period so that such items will
have been entirely paid during such Accounting Period. Within one hundred and
twenty (120) days after the end of such Accounting Period the Landlord shall
determine and provide the Tenant with a statement in reasonable detail for the
relevant Accounting Period of the Tenant's Proportionate Share of Operating
Costs, the Tenant's share of Property Taxes and such other items of Additional
Rent as the Landlord estimated in advance. If the total of the monthly
instalments paid by the Tenant in respect of estimated Additional Rent for such
Accounting Period is less than the amount of Additional Rent payable for such
Accounting Period shown on such statement, the Tenant shall pay the difference
to the


<PAGE>
                                      -11-


Landlord. If the total of such monthly instalments paid is greater than
the amount of the Additional Rent payable for such Accounting Period, the
difference shall either, at the option of the Landlord, be repaid to the Tenant
with such statement, be applied in payment of other amounts owing by the Tenant,
or be applied in reduction of future payments due under this Lease. The Landlord
shall provide the Tenant as soon as reasonably possible following each Lease
year with a certificate of the Landlord's auditor confirming the fairness of the
Landlord's determination of Operating Costs, which shall be binding upon the
parties.

         4.04     ACCRUAL OF RENT. Rent shall be considered as accruing from day
                  to day hereunder from the Commencement Date and where it
                  becomes necessary for any reason to calculate such Rent for an
                  irregular period during the relevant Lease Year or Accounting
                  Period an appropriate apportionment and adjustment shall be
                  made on a per diem basis based upon the relevant Lease Year or
                  Accounting Period.

         4.05     ADJUSTMENT OF RENT. If and whenever the Rentable Area of the
                  Premises is revised in accordance with Section 2,02, the
                  Minimum Rent for any Lease Year or relevant portion thereof,
                  affected by such revision, shall be recalculated by
                  multiplying such revised Rentable Area by the amount per
                  square foot of Rentable Area of the Premises set out in
                  paragraph 1.0 1 (g)(i) for such Lease Year and the amount of
                  the annual Minimum Rent for such Lease Year, or relevant
                  portion thereof, and the equal monthly instalments for such
                  Lease Year, or relevant portion thereof, shall be amended
                  accordingly. There shall be a corresponding recalculation of
                  the Tenant's Proportionate Share and amounts payable as
                  Additional Rent. Upon any such recalculation, the Landlord and
                  the Tenant shall make the appropriate adjustments in respect
                  of earlier payments of Minimum Rent and Additional Rent
                  affected by any such recalculation.

         4.06     PAYMENTS GENERALLY. Payments by the Tenant to the Landlord of
                  whatsoever nature required or contemplated by this Lease
                  shall:

                  (a)      be made when due hereunder, without prior demand
                           therefor and without any abatement, set-off,
                           compensation or deduction whatsoever (except for any
                           abatement under Section 11.02), at the office of the
                           Landlord as set out in Subsection 1. 0 1 (a) or at
                           such other place as the Landlord may designate from
                           time to time to the Tenant;

                  (b)      be applied towards amounts then outstanding hereunder
                           in such manner as the Landlord determines;

                  (c)      bear interest daily from the due date to the date of
                           payment, calculated daily, at the rate per annum
                           which is five percent (5%) above Prime;

                  (d)      in addition to all amounts payable by the Tenant
                           under this Lease as Rent, the Tenant shall pay, at
                           the earlier of the time provided for in applicable
                           legislation or at the time such Rent is required to
                           be paid under this Lease, all Goods and Services
                           Taxes calculated on or in respect of amounts payable
                           by the Tenant as Rent under this Lease and,
                           notwithstanding that Goods and Services Taxes are not
                           Additional Rent under this Lease, the Landlord shall
                           have the same rights and remedies for the recovery of
                           such amounts payable as Goods and Services Tax as it
                           has for amounts payable as Additional Rent under this
                           Lease.

         4.07     NET LEASE. The Tenant acknowledges and agrees that it is
                  intended that this Lease shall be a completely carefree net
                  lease for the Landlord and that the Landlord shall not be
                  responsible during the Term for any costs, charges, expenses
                  and outlays of any nature whatsoever arising from or relating
                  to the Premises, whether foreseen or unforeseen and whether or
                  not within the contemplation of the parties at the
                  commencement of the Term, except as shall be otherwise
                  expressly provided in this Lease
<PAGE>
                                      -12-


         4.08     THIRTEENTH FLOOR OPERATING COSTS. The Landlord acknowledges
                  and agrees that during the Term and any renewals or extensions
                  thereof, the Tenant shall not be responsible for the Tenant's
                  share of Property Taxes or the Tenant's Proportionate Share of
                  Operating Costs in respect of the entire Rentable Area of the
                  Premises located on the thirteenth floor of the Building,
                  being approximately 1,817 square feet.

                                    ARTICLES

                  CONTROL AND OPERATION OF BUILDING BY LANDLORD

         5.01     OPERATION OF THE BUILDING BY THE LANDLORD. Subject to the
                  other provisions of this Lease, the Landlord or its agents
                  will operate the Building as would a prudent owner of a
                  comparable development of similar age, size and location in
                  the City of Toronto and will maintain, clean, light, heat,
                  ventilate and air condition the Common Areas and Facilities as
                  may be appropriate during Business Hours or at such other
                  times as the Landlord may deem necessary or the Landlord may
                  agree to provide such services to the Tenant in accordance
                  with Article 6. Subject to Article 11, if there should be an
                  interruption in any of the Building Systems that are essential
                  to the effective operation of the Building the Landlord shall
                  proceed with reasonable diligence to end such interruption
                  (such repair not to unreasonably interfere with the Tenant's,
                  permitted use of the Premises) but in no event will the Tenant
                  be entitled to any compensation or to any abatement or
                  repayment of Rent,

         5.02     RIGHT TO USE COMMON AREAS AND FACILITIES. The Tenant shall be
                  entitled, subject to the terms of this Lease, to the
                  non-exclusive benefit or use (as may be appropriate) of the
                  Common Areas and Facilities, in common with the other tenants
                  or occupants of the Building and with all others entitled
                  thereto.

         5.03     CONTROL OF THE BUILDING BY THE LANDLORD. The Landlord has at
                  all times exclusive control of the Building and its management
                  and operation, but not so as to deny the Tenant access to the
                  Premises except in an emergency. Without limiting the
                  generality of the foregoing, at any time and from time to
                  time, the Landlord may:

                  (a)      close all or part of the Building to the extent
                           necessary, in the opinion of the Landlord's legal
                           counsel, to prevent the public or any Person from
                           obtaining rights therein other than the rights that
                           would ordinarily accrue to tenants in respect of
                           their leased premises under a lease such as this;

                  (b)      retain contractors and employ all personnel,
                           including supervisory personnel and managers, that
                           the Landlord considers necessary for the effective
                           maintenance, repair, operation, administration or
                           management of the Building;

                  (c)      temporarily obstruct or close off all or any part of
                           the Building (except the Premises) or the Common
                           Areas and Facilities for the purpose of maintenance,
                           repair, replacement or construction of any component
                           or phase of the Building or for the purpose of
                           integrating components of the Building or integrating
                           the Building with any other components or phases of
                           other adjacent developments provided that the
                           Landlord shall not block or interfere with the
                           Tenant's means of access to the Premises during
                           Business Hours except in the event of an emergency as
                           determined by the Landlord, acting reasonably;
<PAGE>
                                      -13-


                  (d)      make, modify and terminate agreements pertaining to
                           the use, maintenance, repair, operation,
                           administration and management of all or any part of
                           the Building and the Common Areas and Facilities
                           including the Municipal and Operating Agreements and
                           other agreements with the owner or owners of any
                           components of any other developments; and

                  (e)      do and perform such other acts in and to the Building
                           or its component parts as the Landlord determines to
                           be advisable for the proper and efficient operation
                           of the Building.

         5.04     LANDLORD'S ALTERATIONS. At any time and from time to time, the
                  Landlord may:

                  (a)      dedicate or convey portions of the Building to any
                           governmental or public authority or other Person and
                           grant easements, rights-of-way, restrictive covenants
                           or other interests in the Building; and

                  (b)      construct in or adjoining the Building such
                           improvements as it deems appropriate in its absolute
                           discretion and make alterations or additions to, or
                           change the location of, or expand or reduce any part
                           of any buildings, facilities, improvements and areas
                           from time to time in the Building, other than the
                           Premises, but including, without limitation, the
                           Common Areas and Facilities, or permit any such
                           action to be taken.

         5.05     NO LIABILITY. Neither the exercise by the Landlord of its
                  rights under this Article 5 nor any noise, dust, vibration or
                  other consequences of construction, alteration, expansion,
                  reduction or reconstruction from time to time of the various
                  parts or components of the Building or of improvements on
                  adjoining properties shall entitle the Tenant to any reduction
                  in Rent, result in any liability of the Landlord to the Tenant
                  or in any other way affect this Lease or the Tenant's
                  obligations hereunder.

                                    ARTICLE 6

                       HVAC, UTILITIES AND OTHER SERVICES

         6.02     HEATING, VENTILATING AND AIR CONDITIONING.

                           (a)      The Landlord shall provide processed air in
                                    such quantities and at such temperatures as
                                    shall maintain in the Premises conditions of
                                    reasonable temperature and comfort during
                                    Business Hours. If the Tenant requests the
                                    provision of processed air outside Business
                                    Hours, the Landlord shall provide such
                                    processed air at the Tenant's cost
                                    determined in accordance with the Landlord's
                                    standard rate schedule for such additional
                                    service in effect from time to time.

                           (b)      If the Tenant requests interior climate
                                    control services that, in the Landlord's
                                    reasonable opinion, differ in any material
                                    respect from the standard services provided
                                    by the Landlord to office tenants in the
                                    Building (such as, for example, special
                                    requirements for computer installations),
                                    the Landlord will provide such services if
                                    the Landlord determines, in its sole
                                    discretion, that the provision of such
                                    services is within the capacity of the HVAC
                                    System, would not affect the operation,
                                    aesthetics or structure of the Building,
                                    would not reduce the efficiency of the
                                    existing interior climate control services
                                    provided to other tenants or parts of the
                                    Building, and is otherwise feasible. The
                                    Tenant will pay to the Landlord all costs,
                                    both non-recurring and recurring, of
                                    providing such services. Such costs will be
                                    determined by the Landlord in a reasonable

<PAGE>
                                      -14-


                                    manner and the Landlord may use an Expert to
                                    assist it in determining such costs. The
                                    Landlord may discontinue such services if
                                    this becomes necessary to maintain or
                                    provide an equitable standard of service to
                                    all tenants of the Building.

                           (c)      Notwithstanding Subsection 6.01(a) the
                                    Landlord shall not be responsible for
                                    inadequate performance of the HVAC System
                                    (i) if this is attributable to any
                                    construction or installation done by or on
                                    behalf of the Tenant, any arrangement of
                                    partitioning in the Premises or changes
                                    therein, the failure to shade windows which
                                    are exposed to the sun, the production by
                                    the Tenant of smoke, odours or contaminated
                                    air which the HVAC System is not designed to
                                    accommodate, or any use of electrical power
                                    by the Tenant which exceeds the standard of
                                    normal use as determined by the Landlord
                                    acting reasonably, (ii) if the occupancy
                                    level of the Premises exceeds one person to
                                    every two hundred (200) square feet of
                                    Rentable Area of the Premises on an open
                                    floor basis, or (iii) if the Tenant does not
                                    keep the heating, ventilation or air
                                    conditioning vents or air returns free and
                                    clear of all obstructions.

                           (d)      The interior office layout or partitioning
                                    of the Premises shall be modified by the
                                    Tenant, if necessary, in accordance with the
                                    reasonable requirements of the Landlord to
                                    secure maximum efficiency of the HVAC System
                                    serving the Premises. The Tenant shall
                                    comply with all the Rules and Regulations
                                    pertaining to the operation and regulation
                                    of those portions of the HVAC System within
                                    and serving the Premises, failing which the
                                    Landlord shall be entitled to take such
                                    steps as it deems advisable including,
                                    without limitation, entering upon the
                                    Premises and taking the necessary corrective
                                    action, and the Tenant will pay to the
                                    Landlord all costs incurred by the Landlord
                                    in so doing as Additional Rent.

         6.02     ELECTRICITY AND OTHER UTILITIES.

                           (a)      The Landlord will provide and permit the
                                    Tenant to use the electricity, domestic
                                    water, sewage disposal and other utility
                                    services serving the Building. Such services
                                    will be provided in such quantities as the
                                    Landlord, acting reasonably, from time to
                                    time determines to constitute normal use for
                                    office tenants in the Building. The Tenant
                                    shall not in any event overload the capacity
                                    of any such service. The Tenant shall not
                                    bring onto the Premises any installations,
                                    appliances or business machines which are
                                    likely to consume significant amounts of
                                    electricity or other utilities or which
                                    require special venting without the prior
                                    written consent of the Landlord, such
                                    consent not to be unreasonably withheld.

                           (b)      The Landlord shall replace building standard
                                    and, at the Landlord's election,
                                    non-standard electric light fixtures,
                                    ballasts, tubes, starters, lamps, light
                                    bulbs and controls in the Premises. In
                                    carrying out its obligation, the Landlord
                                    may adopt a system of periodic group
                                    relamping in accordance with sound building
                                    management practices.

                           (c)      Costs relating to the use by the Tenant of
                                    electricity and other utility services in
                                    quantities which is normal use for office
                                    tenants in the Building, as determined by
                                    the Landlord, acting reasonably, will form
                                    part of Operating Costs or be paid by the
                                    Tenant to the


<PAGE>
                                      -15-


                                    Landlord separately as
                                    Additional Rent, as and to the extent that
                                    the Landlord may elect from time to time.

         6.03     SPECIAL UTILITIES AND EXCESS QUANTITIES. If the Tenant
                  requests electricity, water or other utility services of a
                  type or in quantities that exceed normal use by office tenants
                  in the Building, as determined by the Landlord, acting
                  reasonably, the Landlord shall supply such special utilities
                  or excess quantities if the Landlord determines, in its sole
                  discretion, that the provision of such special utilities or
                  excess quantities is within the capacity of the Building
                  Systems, would not affect the operation, aesthetics or
                  structure of the Building would not reduce the efficiency of
                  the existing utility Services supplied to other tenants or
                  parts of the Building, and is otherwise feasible. The Tenant
                  will pay to the Landlord all costs, both non-recurring and
                  recurring, of providing all such special utilities or excess
                  quantities. Such cost shall be determined by the Landlord in a
                  reasonable manner, which may include installation at tile
                  Tenant's expense of separate meters or other measuring devices
                  in the Premises or elsewhere and the Landlord may use an
                  Expert to assist it in determining such costs. The Landlord
                  may discontinue the provision of any such special utilities or
                  excess quantities at any time if this becomes necessary to
                  maintain or provide an equitable standard of service to all
                  tenants or parts of the Building.

         6.04     JANITORIAL SERVICES. The Landlord shall provide janitorial
                  services as reasonable required to keep the Premises in a
                  clean and wholesome condition, provided that the Tenant shall
                  leave the Premises in a reasonably tidy condition at the end
                  of each business day and provided that all curtains, carpets,
                  rugs or drapes of any kind in the Premises shall be cleaned
                  and maintained by the Tenant. In no event will the Landlord be
                  liable for any act or omission of any Person employed or
                  engaged by the Landlord to provide such services, or for any
                  loss thereby sustained by the Tenant, its agents, officers,
                  employees, customers, invitees, licensees or any other Person
                  who may be upon the Premises. The Tenant shall not engage any
                  Person to provide janitorial services to the Premises without
                  the written approval of the Landlord. The Tenant shall grant
                  access necessary for the performance of the janitorial
                  services and shall leave the Premises in a reasonably tidy
                  condition at the end of each day to permit the performance of
                  such services.

         6.05     ADDITIONAL SERVICES OF THE LANDLORD. The Tenant shall pay to
                  the Landlord the costs of all services provided by the
                  Landlord or its agent to the Tenant, other than services
                  supplied by the Landlord and charged as Operating Costs. Such
                  services shall include:

                  (a)      services performed at the Tenant's request including,
                           without limitation, heating, ventilating and
                           air-conditioning services outside Business Hours
                           pursuant to Subsection 6. 0 1 (a) or pursuant to
                           Subsection 6. 01 (b), replacement of non-standard
                           electric light fixtures, ballasts, tubes, starters,
                           lamps, light bulbs and controls pursuant to
                           Subsection 6.02(c), special utilities or excess
                           quantities of utilities pursuant to Section 6.03,
                           maintenance, repair, special janitorial or cleaning
                           services, construction after the Commencement Date of
                           Leasehold Improvements, and electrical or other
                           services provided during hours other than Business
                           Hours;

                  (b)      optional services provided exclusively for the
                           Tenant's benefit at the Landlord's reasonable
                           discretion including, without limitation, supervising
                           and approving any optional work performed pursuant to
                           Article 10, operating elevators for the sole benefit
                           of the Tenant and supervising the movement of
                           furniture, equipment, freight and supplies for the
                           Tenant; and

<PAGE>
                                      -16-



                  (c)      performance by the Landlord on behalf of the Tenant
                           of any of the Tenant's obligations set out in this
                           Lease which the Tenant fails to perform, provided
                           that nothing herein shall obligate the Landlord to
                           perform any such obligations.

         6.06     SERVICES BY OTHER PERSONS. The Tenant shall be solely
                  responsible for obtaining all services used or consumed in or
                  provided to the Premises by Persons other than the Landlord,
                  including, without limitation, cleaning of curtains, carpets,
                  rugs or drapes and telephone and other communications
                  services, and shall pay all costs related thereto. Provided,
                  however, it is understood and agreed that certain of the
                  services referred to in the preceding sentence may be provided
                  by the Landlord at the Tenant's expense. In no event will the
                  Landlord be responsible for any failure or interruption in the
                  supply of such services by Persons other than the Landlord.

         6.07     SIGNS. In addition to the signage rights granted pursuant to
                  Section 12.01 of Schedule "D" herein, the Landlord shall at
                  the request and expense of the Tenant supply and install, on
                  or near the entrance door of the Premises a sign bearing the
                  name of the Tenant in accordance with the Landlord's uniform
                  scheme for the Building. Any tenant occupying at least a full
                  floor in the Building may, subject to having received the
                  Landlord's prior written approval as to design, location,
                  material and method of installation (such approval not to be
                  unreasonably withheld), supply and install its own sign in the
                  elevator lobby of each full floor occupied by it.

         6.08     DIRECTORY BOARD. The Landlord shall install a directory board
                  for the Building identifying tenants of space in the Building
                  and the Tenant shall be entitled to have one name shown upon
                  such directory board in accordance with the Landlord's uniform
                  scheme for lettering and space allocation on such directory
                  board.

         6.09     ENERGY CONSERVATION. The Tenant shall comply with any
                  practices or procedures that the Landlord or any governmental
                  or public authority may from time to time introduce to
                  conserve or to reduce consumption of energy or to reduce or
                  control other Operating Costs and shall pay as Additional Rent
                  the cost of the additional energy consumed by reason of
                  non-compliance as determined by the Landlord in a reasonable
                  manner and the Landlord may use an Expert to assist it in
                  making such determination. The Tenant shall also convert to
                  whatever system or units of measurement of energy consumption
                  the Landlord may from time to time adopt.

                                    ARTICLE 7

                            TAXES AND OPERATING COSTS

         7.01     PROPERTY TAXES PAYABLE BY THE LANDLORD. The Landlord shall pay
                  all Property Taxes, subject to Section 7.02, but it may defer
                  such payments or compliance to the fullest extent permitted by
                  law so long as it pursues in good faith any contest or appeal
                  of any such Property Taxes with reasonable diligence.

         7.02     PROPERTY TAXES PAYABLE BY THE TENANT.

                           (a)      The Tenant shall pay as Additional Rent
                                    directly to the Landlord in each Accounting
                                    Period during the Term the Tenant's share
                                    (as determined pursuant to Subsection
                                    7.02(b)) of Property Taxes.

<PAGE>
                                      -17-



                           (b)      The Tenant's share of the Property Taxes
                                    payable pursuant to Subsection 7.02(a) shall
                                    be the amount which is the aggregate,
                                    without duplication, of:

                                    (i)      the amount obtained by multiplying
                                             the appropriate commercial mill
                                             rate or rates for the Accounting
                                             Period by the assessed value of the
                                             Premises as determined by a lawful
                                             public authority; provided that if
                                             for any Accounting Period such
                                             assessed value of the Premises is
                                             not available then the Landlord
                                             shall determine the assessed value
                                             on an equitable basis using such
                                             information and data as is
                                             available; and

                                    (ii)     the Tenant's Proportionate Share of
                                             that portion, if any, of the
                                             Property Taxes that is not charged
                                             or chargeable to the Tenant and
                                             other tenants of the Building
                                             pursuant to paragraph (i) of this
                                             Subsection 7.02(b) and similar
                                             provisions in the leases of such
                                             other tenants (provided, however,
                                             that such portion of the Property
                                             Taxes shall not include Property
                                             Taxes allocable to portions of the
                                             Building designated or intended by
                                             the Landlord to be rented for
                                             offices or business purposes
                                             (whether actually rented or not));

provided that if the basis and principles upon which assessed values as of the
date of this Lease are abandoned or varied, or if any Property Taxes are
imposed, assessed, levied, rated or charged which are not based on assessed
values, as such term is applied with respect to Property Taxes as of the date of
this Lease, the Tenant's share shall be its Proportionate Share of the Property
Taxes.

                  (c)      If the Landlord so requests, the Tenant shall provide
                           the Landlord with a copy of any separate tax bill or
                           separate assessment notice that it receives for the
                           Premises or any part thereof'. If, as a result of
                           change in existing Applicable Laws, in any Accounting
                           Period the Tenant is prohibited by law from making
                           payments of Property Taxes directly to the Landlord,
                           then it shall pay to the appropriate taxing
                           authorities all Property Taxes payable in respect of
                           the Premises and promptly deliver to the Landlord
                           receipts evidencing such payment. In such event, the
                           Landlord and the Tenant will make an adjustment
                           within thirty (30) days after the final tax bills are
                           issued for such Accounting Period and the Tenant will
                           pay to the Landlord the amount by which the Tenant's
                           share of Property Taxes for such Accounting Period
                           exceeds the amount of Property Taxes actually paid by
                           the Tenant or the Landlord will pay to the Tenant the
                           amount by which the Property Taxes actually paid
                           exceed the Tenant's share, as the case may be.

         7.03     BUSINESS TAXES AND OTHER TAXES OF THE TENANT. The Tenant shall
                  pay promptly when due to the taxing authorities or to the
                  Landlord, if it so directs, as Additional Rent, all taxes,
                  rates, duties, levies and assessments whatsoever, whether
                  municipal, parliamentary or otherwise, levied, imposed or
                  assessed in respect of operations at, occupancy of, or conduct
                  of business in or from the Premises by the Tenant or any other
                  permitted occupant, including the Tenant's Business Taxes. The
                  Tenant shall also pay to the Landlord promptly on demand as
                  Additional Rent an amount equal to any or all of the following
                  Property Taxes that the Landlord may determine to recover from
                  the Tenant, and any amounts so paid by the Tenant to the
                  Landlord (and by other tenants under similar provisions in
                  other leases) shall be excluded in the determination of
                  Property Taxes:

<PAGE>
                                      -18-



                  (a)      all Property Taxes charged in respect of Leasehold
                           Improvements; and

                  (b)      if the Premises, or any part of them, by reason of
                           the act, election or religion of the Tenant or any
                           other occupant shall be assessed for the support of
                           separate schools, the amount by which the Property
                           Taxes so payable exceed those which would have been
                           payable if the Premises had been assessed for the
                           support of public schools.

If and so long as the Landlord elects not to determine separately and collect
from the tenants of the Building directly amounts which would otherwise be
payable by the Tenant under Subsections 7.03(a) or (b) above (and by other
tenants of the Building under comparable provisions of their leases), then such
amounts shall form part of Property Taxes, without prejudice to the right of the
Landlord to make any such determination in the future, either generally or in
the case of the Tenant or any other tenant.

         7.04     APPEAL OF BUSINESS TAXES. The Tenant may appeal the imposition
                  of any taxes, rates, duties, levies and assessments payable
                  directly by it to the taxing authorities pursuant to Section
                  7.03 and may postpone payment thereof to the extent permitted
                  by law if the Tenant is diligently proceeding with an appeal,
                  provided that (i) such postponement does not render the
                  Building, or any part thereof, subject to sale or forfeiture
                  and does not render the Landlord liable to prosecution,
                  penalty, fine or other liability and (ii) upon final
                  determination of such appeal, the Tenant promptly pays the
                  amount determined to be payable.

         7.05     TENANT TO DELIVER RECEIPTS. Whenever requested by the
                  Landlord, the Tenant shall deliver to the Landlord copies of
                  receipts for payment of all Business. Taxes and other taxes,
                  rates, duties, levies and assessments payable by the Tenant
                  under this Article and furnish such other information in
                  connection therewith as the Landlord may reasonably require.

         7.06     ASSESSMENT APPEALS. The Landlord alone shall be entitled to
                  appeal any governmental assessment or determination of the
                  value of the Building or any portion thereof whether or not
                  the assessment or determination affects the amount of Property
                  Taxes or other taxes, rates, duties, levies or assessments to
                  be paid by the Tenant.

         7.07     OPERATING COSTS. Subject to the exclusions and deductions
                  stipulated in Sections 7.08 and 7.09 in this Lease "Operating
                  Costs" means the total, without duplication, of the costs,
                  expenses, fees, rentals, disbursements and outlays (in
                  Sections 7.07, 7.08 and 7.09 referred to collectively as
                  "costs") of every kind paid, payable or incurred by or on
                  behalf of the Landlord on an accrual basis (or on a cash basis
                  to the extent that the Landlord determines is reasonable) in
                  the maintenance, repair, operation, administration and
                  management of the Building, together with the total costs of
                  the type described in this Section 7.07 paid, payable or
                  incurred pursuant to the Municipal and Operating Agreements
                  and other agreements with the owners of other adjacent
                  developments; and without limiting the generality of the
                  foregoing Operating Costs shall include:

                  (a)      all salaries, wages, fringe benefits, severance pay
                           and termination payments paid to or for all
                           personnel, including supervisory personnel and
                           managers, and all costs of obtaining such personnel,
                           to the extent that they are employed by the Landlord
                           (or a Person with which it does not deal at arm's
                           length) in connection with the maintenance, repair,
                           operation, administration or management of the
                           Building or any part of it, and amounts paid to
                           professionals and independent contractors, including
                           any management companies, for any services provided
                           in connection with the


<PAGE>
                                      -19-


                           maintenance, repair, operation, administration or
                           management of the Building or any part of it;

                  (b)      costs of providing security, supervision, traffic
                           control, janitorial, landscaping, window cleaning,
                           waste collection, disposal and recycling, and snow
                           removal services and the costs of machinery,
                           supplies, tools, equipment and materials used in
                           connection with the Building or any rentals thereof;

                  (c)      costs of providing electric light and power, fuel,
                           heat, processed air, water, telephone, steam, gas,
                           sewage disposal and other utilities and costs of
                           replacing building standard electric light fixtures,
                           ballasts, tubes, starters, lamps, light bulbs and
                           controls;

                  (d)      costs of all insurance which the Landlord is
                           obligated or permitted to obtain under this Lease;

                  (e)      Sales Taxes and excise or other taxes on goods and
                           services provided by or on behalf of the Landlord in
                           connection with the maintenance, repair, operation,
                           administration or management of the Building;

                  (f)      Property Taxes to the extent not charged to the
                           Tenant pursuant to Subsection 4.02(a) and to other
                           tenants of the Building pursuant to lease provisions
                           similar to Subsection 4.02(a); and costs (including
                           legal and other professional fees and interest and
                           penalties on deferred payments) incurred by the
                           Landlord in contesting, resisting or appealing any
                           Property Taxes;

                  (g)      capital tax (including without limitation Large
                           Corporations Tax), if applicable, being the
                           applicable amount (as hereinafter defined) of any tax
                           or taxes levied against the Landlord and owners of
                           the Building by any governmental authority having
                           jurisdiction based upon or computed by reference to
                           the paid-up capital or place of business of the
                           Landlord and owners of the Building or the taxable
                           capital employed in Canada by the Landlord or owners
                           of the Building as determined for the purposes of
                           such tax or taxes; and for the purpose of this
                           paragraph the phrase "applicable amount" of such tax
                           or taxes means the amount of tax that, in the
                           Landlord's discretion, is attributable to the
                           Building, as if the Building was the only building of
                           the Landlord and such other owners of the Building;

                  (h)      a reasonable amount, as determined by the Landlord
                           from time to time, of costs incurred by or on behalf
                           of tenants in the Building with whom the Landlord may
                           have agreements whereby in respect of their premises
                           those tenants perform any cleaning, maintenance or
                           other work or services which, if directly incurred by
                           the Landlord, would have been included in Operating
                           Costs to the extent that such costs are actually
                           incurred by the Landlord;

                  (i)      costs of repairs and replacements (including those
                           required to comply with Applicable Laws or the
                           requirements of the Landlord's insurers which become
                           effective or are imposed after substantial completion
                           of the original construction of the relevant
                           structure) to the extent of, in the case of any
                           particular item of repair or replacement made in the
                           given Accounting Period, the lesser of the portion of
                           the cost thereof allocated to the Building and Two
                           Hundred and Fifty Thousand Dollars ($250,000) (such
                           amount of Two Hundred and Fifty Thousand Dollars
                           ($250,000) to be adjusted by the Landlord on the
                           first day of each Accounting Period to reflect
                           increases in CPI over the prior Accounting Period);
                           and amortization of the cost of any repairs or
                           replacements except to the extent charged in
                           accordance with the foregoing provisions of this
                           paragraph, in the case of each item of repair or

<PAGE>
                                      -20-


                           replacement to be calculated on a straight line basis
                           over such period the Landlord determines is
                           reasonable having regard to the nature of the repair
                           or replacement or fifteen (15) years, whichever is
                           lesser;

                  (j)      depreciation (excluding depreciation on the costs of
                           original components of the Building Systems installed
                           as part of the original construction of the Building)
                           of the costs of machinery, equipment, facilities,
                           furniture, furnishings, systems and property
                           (individually and collectively in this paragraph of
                           this Section 7.07 called "machinery") installed in or
                           used in connection with the Building (except to the
                           extent that the costs are charged fully in the
                           Accounting Period in which they are incurred):

                                    (i)     if a principal purpose of such
                                            machinery is to conserve energy,
                                            reduce the cost of other items
                                            included in Operating Costs or
                                            comply with Applicable Laws or
                                            requirements of the Landlord's
                                            insurers which become effective or
                                            are imposed after substantial
                                            completion of the Building, or such
                                            machinery is used for normal
                                            maintenance of the Building; or

                                    (ii)    if, as in the case of the Building
                                            Systems, such machinery by its
                                            nature requires periodic or
                                            substantial replacement;

                  in the case of each item of machinery to be calculated on a
                  straight line basis over its useful life or fifteen (15)
                  years, whichever is lesser;

                  (k)      interest on the unamortized or undepreciated portion
                           of the costs referred to in paragraphs (i) and of
                           this Section 7.07, calculated monthly, from the date
                           on which the relevant costs were incurred, at an
                           annual rate of interest that is one percent (1%)
                           above Prime in effect on the first day of the
                           Accounting Period in which the relevant costs were
                           incurred (the applicable rate of interest to be
                           adjusted by the Landlord on the first day of each
                           Accounting Period to the annual rate of interest that
                           is one percent (1%) above Prime then in effect);

                  (l)      the fair market rental value (having regard to rent
                           being charged for similar space including additional
                           rent for operating costs and property taxes) of space
                           used by the Landlord, acting reasonably, in
                           connection with the maintenance, repair, operation,
                           administration and management of the Building;

                  (m)      management fees or management agent fees and
                           administrative charges of a management company, if
                           any, for the Building or any part of it or, if the
                           Landlord chooses to manage the Building or any part
                           of it through itself or through a company or other
                           Person with whom it does not deal at arm's length, a
                           management fee to the Landlord in an amount
                           comparable to that which would be charged by a first
                           class real estate management company for management
                           of similar buildings in the City of Toronto; and

                  (n)      amounts payable by the Landlord to the lessor a
                           ground of the Lands or the Building, if any, in
                           respect and to the extent (but only to the extent) of
                           costs which the Landlord would itself have incurred
                           if the Landlord were the owner of the Building,
                           including costs of the type described in the
                           foregoing provisions of this Section 7.07 but, for
                           greater certainty, excluding basic annual grand rent.

         7.08     EXCLUSIONS FROM OPERATING COSTS. The following shall be
                  excluded from Operating Costs as determined pursuant to
                  Section 7.07:

<PAGE>
                                      -21-



                  (a)      depreciation on the costs of the original components
                           of the Building Systems installed as part of the
                           construction, reconstruction or material renovation
                           of the Building;

                  (b)      the cost of any repair to, or replacement or
                           maintenance of, the structure of the Building;

                  (c)      the cost of any repair, replacement or maintenance,
                           of the structure of the Building;

                  (d)      the costs of enforcing leases of other tenants of the
                           Building;

                  (e)      any fines or penalties that the Landlord incurs in
                           connection with any failure to perform obligations;

                  (f)      the costs of acquisition of the Lands and Building,
                           development of the Lands and Building and the cost of
                           original construction of the Building, adding new
                           improvements to the Building;

                  (g)      any costs included in Operating Costs representing an
                           amount paid to any Person or other entity related to
                           the Landlord (other than the management and
                           administration fee referred to in Subsection 7.7(l)
                           above) which are in excess of the amounts which would
                           have been paid had the Landlord acted as a reasonable
                           and prudent manager and administrator;

                  (h)      debt service costs;

                  (i)      basic annual ground rent payable by the Landlord to
                           the lessor under a ground lease, if any, of the Lands
                           or the Building;

                  (j)      any taxes on the income or profits of the Landlord to
                           the extent that they are not imposed in lieu of
                           Property Taxes or Sales Taxes; and

                  (k)      costs incurred by the Landlord in leasing the
                           Building, including commissions, advertising costs
                           and tenant inducement payments.

         7.09     DEDUCTIONS FROM OPERATING COSTS. The following shall be
                  deducted from Operating Costs as determined pursuant to
                  Section 7.07:

                  (a)      net recoveries by the Landlord from the tenants of
                           the Building in respect of and to the extent (but
                           only to the extent) of costs which have been charged
                           directly to the relevant tenants pursuant to
                           Operating Costs other than recoveries from the Tenant
                           pursuant to lease provisions similar to Sections
                           6.01, 6.03 and 6.05;

                  (b)      net insurance proceeds received by the Landlord to
                           the extent (but only to the extent) that such
                           proceeds reimburse the Landlord for costs of repair
                           and replacement which have been charged as Operating
                           Costs;

                  (c)      net recoveries by the Landlord in respect of
                           warranties or guarantees relating to the construction
                           of the Building to the extent (but only to the
                           extent) that the repair costs in respect of the work
                           covered by such warranties or guarantees have been
                           charged as Operating Costs; and

                  (d)      any input tax credits, refunds, rebates or other
                           similar reduction of Sales Taxes to the extent that
                           the Landlord is entitled to such input tax credits,
                           refunds, rebates or other reductions under the
                           applicable federal, provincial or municipal
                           legislation.

<PAGE>
                                      -22-



         7.10     ADJUSTMENT OF OPERATING COSTS. In computing Operating Costs,
                  if less than one hundred percent (100%) of the Rentable Area
                  of the Building is completed or occupied during any period for
                  which a computation must be made the amount of Operating Costs
                  will be increased by the amount of the additional costs
                  determined by the Landlord, acting reasonably, that would have
                  been incurred had one hundred percent (100%) of the Rentable
                  Area of the Building been completed or occupied during that
                  period. In addition, if the Landlord enters into agreements
                  with any tenants of the Building whereby such tenants perform
                  any cleaning, maintenance or other work or services the cost
                  of which, but for such agreement with the Landlord, would have
                  been incurred by the Landlord directly and included in
                  Operating Costs, the Landlord in computing Operating Costs may
                  include a reasonable amount determined by the Landlord from
                  time to time of such costs to the extent that the Landlord's
                  costs for cleaning, maintenance and similar services for the
                  Building as a whole are not proportionally reduced by such
                  arrangements with tenants.

                                    ARTICLE 8

                                 USE OF PREMISES

         8.01     PERMITTED BUSINESS AND USE.

                           (a)      The Tenant shall use the Premises solely as
                                    business offices in a first-class and
                                    reputable manner. The Tenant shall not in
                                    any event use or allow the use of the
                                    Premises, or any part thereof, for any other
                                    purpose.

         8.02     NUISANCE. The Tenant shall not carry on any business or do or
                  suffer any act or thing which constitutes a nuisance or which
                  is offensive or an annoyance to the Landlord or other
                  occupants of the Building.

         8.03     COMPLIANCE WITH LAWS. The Tenant shall promptly comply with
                  and conform to all Applicable Laws affecting the Premises or
                  the Leasehold Improvements therein. If any obligation to
                  modify, extend, alter or replace any part of the Premises or
                  any Leasehold Improvements, trade fixtures, furniture or
                  equipment in the Premises is imposed upon the Landlord, the
                  Landlord may at its option either do the necessary work, at
                  the expense of the Tenant, or forthwith give notice to the
                  Tenant to do such work within the requisite period of time and
                  the Tenant shall thereupon do such work within the requisite
                  period of time. The Tenant shall pay to the Landlord the costs
                  of any work done by the Landlord.

         8.04     COMPLIANCE WITH RULES AND REGULATIONS. The Tenant shall comply
                  and cause every Person over whom it has control to comply with
                  the Rules and Regulations annexed hereto as Schedule C. The
                  Landlord shall have the right from time to time during the
                  Term to make reasonable amendments, deletions and additions to
                  such Rules and Regulations in the interests of the Building.
                  Such Rules and Regulations, together with all amendments,
                  deletions and additions made thereto by the Landlord, acting
                  reasonably, and of which notice shall have been given to the
                  Tenant, shall be deemed to be part of this Lease, provided
                  that, in the event of a conflict with any other provisions of
                  this Lease, the other provisions of this Lease shall govern.

         8.05     NAMES. The Building shall be known and identified by such
                  other name as designated by the Landlord from time to time. In
                  the event the Tenant utilizes the name of the Building in its
                  stationery or other materials, the Tenant shall only use such
                  name in referring to the Building unless and until the
                  Landlord otherwise directs.


<PAGE>


                                      -23-

         8.06     DISFIGURATION, OVERLOADING. The Tenant shall not commit, do or
                  suffer any waste, damage, disfiguration or injury to the
                  Premises and shall not permit or suffer any overloading of the
                  floors thereof or the bringing into any part of the Building,
                  including the Premises, any articles or fixtures that by
                  reason of their weight, use or size might damage or endanger
                  the structure or any of the Building Systems.

         8.07     REMEDIAL ACTION. If the Tenant is in breach of any of the
                  provisions of this Article 8, the Landlord may, in addition to
                  any other remedies that it may have hereunder, enter upon the
                  Premises and take such remedial action as is necessary to
                  remedy the breach and repair any damage caused thereby and the
                  Tenant shall pay to the Landlord the Landlord's costs incurred
                  in connection therewith.

                                    ARTICLE 9

                       INSURANCE, LIABILITY AND INDEMNITY

         9.01     TENANT'S INSURANCE. The Tenant shall effect and maintain
                  during the Term:

                  (a)      "all risks" insurance upon all property owned by the
                           Tenant or installed by or on behalf of the Tenant
                           which is located in the Building including, without
                           limitation, Leasehold Improvements, trade fixtures,
                           furniture and equipment in the Premises in an amount
                           not less than the replacement cost thereof;

                  (b)      broad form boiler and machinery insurance with limits
                           for each accident in an amount not less than the full
                           replacement cost of all Leasehold Improvements and of
                           all boilers, pressure vessels, heating, ventilating
                           and air-conditioning equipment and miscellaneous
                           electrical apparatus owned or operated by the Tenant
                           or by others (other than the Landlord) on behalf of
                           the Tenant in the Premises, or relating to or serving
                           the Premises;

                  (c)      comprehensive general liability insurance against
                           claims for bodily injury (including death), personal
                           injury and property damage in or about the Premises
                           in amounts satisfactory from time to time to the
                           Landlord acting reasonably but in any event in an
                           amount not less than Five Million Dollars
                           ($5,000,000.00) per occurrence;

                  (d)      business interruption insurance for a minimum period
                           of twenty-four (24) months in an amount that will
                           reimburse the Tenant for direct or indirect loss of
                           earnings and extra expense attributable to all perils
                           insured against in Subsection 9.01(a) or attributable
                           to prevention of access to the Premises or the
                           Building as a result of any of such perils;

                  (e)      "all risks" tenants' legal liability insurance for
                           the replacement value of the Premises including the
                           loss of the use of the Premises; and

                  (f)      any other form of insurance that the Landlord or any
                           Mortgagee may reasonably require from time to time in
                           form, amounts and for insurance risks acceptable to
                           the Landlord and any Mortgagee.

The Landlord further agrees that the Tenant may self-insure with respect to any
insurance requirements contained in the Lease with the exception of any
comprehensive general liability insurance required to be maintained by the
Tenant pursuant to the provision contained in this Lease.

         9.02     FORM OF POLICIES.

                  (a)      Each policy required pursuant to Section 9.01 shall
                           be in form and with insurers acceptable to the
                           Landlord any Mortgage and any other Persons with an
                           interest in the Building. The insurance described in
                           Subsections


<PAGE>
                                      -24-


                           9.01 (a) and (b) shall name as loss payee the
                           Landlord and anyone else with an interest in the
                           Building from time to time designated in writing
                           by the Landlord. The insurance described in
                           Subsections 9.01(c) and (d) shall name as an
                           additional named insured the Landlord and any
                           other Persons with an interest in the Building
                           from time to time designated in writing by the
                           Landlord. All property damage and liability
                           insurance shall contain provisions for
                           cross-liability and severability of interests as
                           between the Landlord and the Tenant. Each policy
                           maintained pursuant to Subsections 9.01(a), (b),
                           (c) and (d) shall contain a waiver of any rights
                           of subrogation which the insurer may have against
                           the Landlord and those for whom the Landlord is in
                           law responsible whether the damage is caused by
                           the act, omission or negligence of the Landlord or
                           such other Persons.

                  (b)      The insurance described in Subsections 9.01(a) and
                           (b) shall provide that any proceeds recoverable in
                           the event of damage to Leasehold Improvements shall
                           be payable to the Landlord. The Landlord agrees to
                           make available such proceeds toward repair or
                           replacement of the insured property if this Lease is
                           not terminated pursuant to any other provision of
                           this Lease.

                  (c)      Each policy required pursuant to Section 9.01 shall
                           provide that the insurer must notify the Landlord and
                           any Mortgagee in writing at least thirty (30) days
                           prior to any material change or cancellation thereof
                           and that the policy shall not be invalidated in
                           respect of the interests of the Landlord and any
                           Mortgagee by reason of any breach or violation of any
                           warranties, representations, declarations or
                           conditions contained in such policies, and the policy
                           will be considered as primary insurance and shall not
                           call into contribution any other insurance that may
                           be available to the Landlord.

                  (d)      The Tenant shall furnish to the Landlord any
                           Mortgagee and any other Persons with an interest in
                           the Building, prior to the commencement of the Term,
                           evidence satisfactory to the Landlord, Mortgagee or
                           other Persons that each policy required by Section
                           9.01 has been obtained, The Tenant shall provide
                           written evidence of the continuation of such policies
                           not less than ten (10) days prior to their respective
                           expiry dates. Upon request of the Landlord, the
                           Tenant shall provide certified copies of all such
                           policies. The cost or premium for each and every such
                           policy shall be paid by the Tenant. If the Tenant
                           fails to maintain such insurance the Landlord shall
                           have the right, but not the obligation, to do so, and
                           to pay the cost or premium therefor, and in such
                           event the Tenant shall repay to the Landlord, as
                           Additional Rent, forthwith on demand the amount so
                           paid.

         9.03     LANDLORD'S INSURANCE. The Landlord shall effect and maintain
                  during the Term:

                  (a)      "all risks" insurance which shall insure the Building
                           for an amount not less than the replacement cost
                           thereof from time to time (excluding foundations at
                           the Landlord's option), against loss or damage by
                           perils now or hereafter from time to time embraced by
                           or defined in a standard all risks insurance policy
                           including fire, explosion, impact by aircraft or
                           vehicles, lightning, riot, vandalism or malicious
                           acts, smoke, leakage from fire protective equipment,
                           windstorm or hail, collapse or earthquake;

                  (b)      broad form boiler and machinery insurance on objects
                           defined in a standard broad form boiler and machinery
                           policy against accidents as defined therein, with
                           limits of not less than Ten Million Dollars
                           ($10,000,000.00) which coverage shall include,
                           without limitation, loss or damage of whatsoever kind
                           or nature by reason of explosion or collapse by

<PAGE>
                                      -25-


                           vacuum or cracking, burning, or bulging of any steam
                           or hot water boilers, pipes and accessories and loss
                           of rental income;

                  (c)      "all risks" rent and rental value insurance in an
                           amount sufficient to replace all Minimum Rent and
                           Additional Rent payable under the provisions of this
                           Lease for an indemnity period of one (1) year or such
                           other period as the Landlord may determine;

                  (d)      comprehensive general liability insurance against
                           claims for bodily injury (including death); personal
                           injury and property damage arising out of all
                           operations in connection with the management and
                           administration of the Building, in an amount not less
                           than Five Million Dollars ($5,000,000.00) inclusive
                           of any one occurrence; and

                  (e)      such other coverage, or increases in the amount of
                           coverage specified above in this Section 9.03, as any
                           Mortgagee or as the lessors under any ground lease
                           may require from time to time or as the Landlord may
                           deem prudent from time to time, with such reasonable
                           deductions and exclusions as the Landlord deems
                           appropriate from time to time. At the request of the
                           Tenant, the Landlord shall provide the Tenant with
                           evidence of such insurance. The Landlord agrees that
                           at its sole cost each such policy shall contain a
                           waiver of the insurer's subrogation rights as against
                           the Tenant and those claiming through and under the
                           Tenant.

         9.04     INSURANCE RISKS. The Tenant shall not do, omit to do, or
                  permit to be done or omitted to be done upon the Premises
                  anything that may contravene or be prohibited by any of the
                  Landlord's insurance policies in force from time to time
                  covering or relevant to any part of the Building or which
                  would prevent the Landlord from procuring such policies with
                  companies acceptable to the Landlord. If the occupancy of the
                  Premises, the conduct of business in the Premises or any acts
                  or omissions of the Tenant in the Premises or any other
                  portion of the Development causes or results in any increase
                  in premiums for any of the Landlord's insurance policies, the
                  Tenant shall pay any such increase as Additional Rent upon
                  receipt of an invoice of the Landlord for such additional
                  premiums.

         9.05     LIMITATION OF LANDLORD'S LIABILITY. The Landlord, its agents,
                  officers, employees and other Persons for whom the Landlord is
                  legally responsible shall not be liable for:

                  (a)      damage to or destruction or loss of (i) any property
                           of the Tenant entrusted to the care or control of the
                           Landlord, or any of them, or (ii) the Premises
                           (including Leasehold Improvements) or any property in
                           or upon the Premises; or

                  (b)      any bodily injury (including death), personal injury,
                           damages for personal discomfort or illness or
                           consequential injury or damage (including, without
                           limitation, loss of business income) sustained by the
                           Tenant or any of its agents, officers, employees,
                           customers, invitees or licensees or any other Person
                           who may be in or upon the Premises or any other part
                           of the Building; whether or not caused by (i) the
                           negligence of the Landlord, its agents, officers,
                           employees or other Persons for whom the Landlord is
                           legally responsible, (ii) the operation, faulty
                           operation, interruption or breakdown of any of the
                           Building Systems or services to be provided by the
                           Landlord under Article 6 including, without
                           limitation, electricity interruption, "brown-outs" or
                           surges, or (iii) any act or omission of any other
                           tenant or occupant of space in the Building.

         9.06              INDEMNITY BY TENANT. The Tenant shall indemnify and
                           save harmless the Landlord against any and all
                           claims, actions, damages, losses, liabilities and

<PAGE>
                                      -26-


                           expenses (including, without limitation, those in
                           connection with bodily injury (including death),
                           personal injury or damage to property) arising from
                           or out of the occupancy or use by the Tenant of the
                           Premises or any other part of the Building or the
                           Development or occasioned wholly or in part by any
                           act or omission of the Tenant, its officers,
                           employees, agents, contractors, invitees, licensees
                           or by any Person permitted by the Tenant to be on the
                           Premises or due to or arising out of any breach by
                           the Tenant of this Lease.

         9.07     INDEMNITY BY LANDLORD. The Landlord shall indemnify and save
                  harmless the Tenant against any and all claims, actions,
                  damages, losses, liabilities and expenses (including, without
                  limitation, those in connection with bodily injury (including
                  death), personal injury or damage to property) arising from
                  any act or omission of the Landlord or those for whom the
                  Landlord is in law responsible.

                                   ARTICLE 10

                       MAINTENANCE, REPAIR AND ALTERATIONS

         10.01    MAINTENANCE BY LANDLORD.

                           (a)      Subject to Article 11, the Landlord
                                    covenants to keep or cause to be kept in
                                    good repair the following as would a prudent
                                    owner of a comparable development of similar
                                    age, size and location in the City of
                                    Toronto:

                                    (i)     the footings, foundations,
                                            structural columns and beams,
                                            structural subfloors, bearing walls,
                                            exterior walls, windows and roofs of
                                            the Building;

                                    (ii)    the Building Systems; and

                                    (iii)   the Common Areas and Facilities.

If any repairs or any alterations to the Building or Building Systems are
required by any Applicable Laws due to the business carried on by the Tenant,
then the full cost of such repairs or alterations shall be paid by the Tenant to
the Landlord. In carrying out repairs, maintenance or replacements, the Landlord
need not use the same material or equipment as used originally but may use
different material or equipment of at least comparable quality.

                           (b)      The Landlord and its agents, employees and
                                    contractors may, upon twenty-four (24)
                                    hours' prior notice to the Tenant (except in
                                    an emergency, when no notice shall be
                                    required), enter the Premises to provide
                                    maintenance, to make repairs or alterations
                                    or to gain access to the Building Systems;
                                    in exercising its rights hereunder the
                                    Landlord shall use reasonable efforts to
                                    schedule major or noisy work outside
                                    Business Hours or with reasonable advance
                                    notice to Tenant.

                           (c)      If the Tenant fails to carry out any
                                    maintenance, repairs or work required to be
                                    carried out by it under this Lease to the
                                    reasonable satisfaction of the Landlord, the
                                    Landlord may at its option carry out such
                                    maintenance, repairs or work without any
                                    liability for any resulting damage to the
                                    Tenant's property or business. The cost of
                                    such maintenance, repairs or work shall be
                                    paid by the Tenant to the Landlord.

         10.02    MAINTENANCE BY TENANT. The Tenant shall at its sole cost
                  maintain and repair the Premises and all Leasehold
                  Improvements therein to a standard consistent with comparable
                  premises in a development of similar age, size and location in

<PAGE>
                                      -27-


                  the City of Toronto, comparable to the Building, with the
                  exception only of those repairs which are the obligation of
                  the Landlord under this Lease and subject to Article 11. The
                  Landlord may enter the Premises at all reasonable times to
                  view their condition and the Tenant shall maintain and repair
                  according to notice in writing from the Landlord. At the
                  expiration or earlier termination of the Term the Tenant shall
                  surrender the Premises to the Landlord in as good condition
                  and repair as the Tenant is required to maintain the Premises
                  throughout the Term.

         10.03    APPROVAL OF TENANT'S ALTERATIONS.

                           (a)      The Tenant will not require approval of the
                                    Landlord for any alterations, improvements,
                                    repairs or replacements to the Premises
                                    after the commencement of the Term which do
                                    not affect the structure of the Building,
                                    any exterior wall, windows or roof thereof,
                                    the ground floor lobby or any of the
                                    Building Systems or the aesthetics of the
                                    Building and which do not require a building
                                    permit, provided the Tenant has given
                                    written notice with reasonable detail of the
                                    proposed work to the Landlord in advance.
                                    All other alterations, improvements, repairs
                                    or replacements after the commencement of
                                    the Term will require the Landlord's prior
                                    written approval (not to be unreasonably
                                    withheld).

                           (b)      The Tenant shall submit to the Landlord
                                    details of the proposed work and a
                                    reasonable number (as required by the
                                    Landlord) of copies of drawings and
                                    specifications for such work prepared by
                                    qualified architects or engineers. The
                                    Tenant shall pay to the Landlord its then
                                    current charge and all disbursements
                                    incurred by the Landlord for the review of
                                    such drawings and specifications. The
                                    Landlord shall respond to any request for
                                    approval within fifteen 15 days of receipt
                                    of all required details, drawings and
                                    specifications and provide details of any
                                    changes required. The Tenant shall
                                    incorporate such changes into such drawings
                                    and specifications and resubmit them for
                                    approval. The Tenant shall not apply for a
                                    building permit prior to receiving the
                                    Landlord's approval of the drawings and
                                    specifications.

                           (c)      All alterations, improvements, repairs and
                                    replacements shall be performed:

                                    (i)     at the sole cost of the Tenant;

                                    (ii)     by contractors and workmen approved
                                             by the Landlord, acting reasonably,
                                             and compatible with the labour
                                             affiliation, if any, of the
                                             Landlord's contractors and workmen,
                                             provided that if the alterations,
                                             improvements, repairs or
                                             replacements would affect any of
                                             the structural components, exterior
                                             walls, windows or roofs of the
                                             Building or any of the Building
                                             Systems or the aesthetics of the
                                             Building, such work shall, at the
                                             option of the Landlord, be
                                             performed at the Tenant's cost by
                                             the Landlord or by contractors and
                                             workmen designated by the Landlord
                                             in its sole discretion;

                                    (iii)   in a good and workmanlike manner;

                                    (iv)     in accordance with the drawings and
                                             specifications approved by the
                                             Landlord;

<PAGE>
                                      -28-



                                    (v)     in accordance with all Applicable
                                            Laws, any ground lease of the Lands
                                            or the Building, the Municipal and
                                            Operating Agreements and
                                            requirements of the Landlord's
                                            insurers;

                                    (vi)     subject to the reasonable
                                             regulation, supervision, control
                                             and inspection of the Landlord; and

                                    (vii)   subject to such indemnification
                                            against liens and expenses as the
                                            Landlord reasonably requires.

                           (d)      If the Tenant installs Leasehold
                                    Improvements or makes alterations,
                                    improvements, repairs or replacements which
                                    depart from the standard for the Building,
                                    and which restrict access by the Landlord to
                                    any of the Building Systems or Common Areas
                                    or Facilities, or which restrict the
                                    installation of the leasehold
                                    improvements of any other tenant in the
                                    Building, then the Tenant shall be
                                    responsible for all costs incurred by the
                                    Landlord in obtaining access to such
                                    Building Systems or Common Areas and
                                    Facilities or in installing such other
                                    tenant's leasehold improvements.

         10.04    REPAIR WHERE TENANT AT FAULT. Subject to Section 9.06,
                  notwithstanding any other provisions of this Lease, if any
                  part of the Building is damaged or destroyed or requires
                  repair, replacement or alteration as a result of the act or
                  omission of the Tenant, its employees, agents, contractors,
                  invitees, licensees or other Person for whom it is in law
                  responsible, the cost of the resulting repairs or alterations
                  shall be paid by the Tenant to the Landlord.

         10.05    REMOVAL OF IMPROVEMENTS AND FIXTURES. All Leasehold
                  Improvements shall immediately upon their placement become the
                  Landlord's property without compensation to the Tenant. Except
                  as otherwise agreed by the Landlord in writing, no Leasehold
                  Improvements or trade fixtures shall be removed from the
                  Premises by the Tenant either during or at the expiry or
                  earlier termination of the Term except that the Tenant may,
                  during the Term, in the usual course of its business, remove
                  its trade fixtures, provided that the Tenant is not in default
                  under this Lease.

For greater certainty, the Tenant shall not be required to remove or replace its
Leasehold Improvements, trade fixtures, or other approved alterations made in
the Premises at any time during the Term or an extension thereof or at the
expiry or termination of the Lease, and the Tenant shall be entitled to leave
the Premises in an "as is" condition subject only to the Tenant being required
to keep the Premises in the condition that the Tenant is required to maintain
the Premises during the Term.

         10.06    LIENS. The Tenant shall promptly pay for all materials
                  supplied and work done in respect of the Premises so as to
                  ensure that no lien or claim of lien is registered against any
                  portion of the Lands or Building or against the Landlord's or
                  Tenant's interest therein. If a lien or claim of lien is
                  registered or filed, the Tenant shall discharge it at its
                  expense with seven (7) days after notice from the Landlord,
                  failing which the Landlord may at its option discharge the
                  lien or claim of lien by paying the amount claimed to be due
                  into court or directly to the lien claimant and the amount so
                  paid and all expenses of the Landlord including legal fees (on
                  a solicitor and client basis) shall be paid by the Tenant to
                  the Landlord.

         10.07    NOTICE BY TENANT. The Tenant shall promptly notify the
                  Landlord of any accident, defect, damage or deficiency which
                  occurs or exists in any part of the Premises, the Building
                  Systems within the Premises or the Common Areas and Facilities
                  located


<PAGE>
                                      -29-


                  on the floor(s) on which the Premises are located and which
                  comes to the attention of the Tenant.

                                   ARTICLE 11

                        DAMAGE BY FIRE OR OTHER CASUALTY

         11.01    DAMAGE TO PREMISES. Subject to Section 11.03, if all or part
                  of the Premises are rendered unfit for use by damage from any
                  cause, the Landlord shall with reasonable diligence repair
                  such damage, other than damage to the trade fixtures,
                  furniture, equipment and personal property which do not belong
                  to the Landlord and to the Leasehold Improvements, and the
                  Tenant shall with reasonable diligence repair damage to all
                  Leasehold Improvements, trade fixtures, furniture, equipment
                  and personal property in the Premises.

         11.02    ABATEMENT. There shall be no abatement or reduction of Rent
                  where the Landlord's repairs to the Premises take less than
                  ten (10) days after the damage occurs to complete. If the
                  Landlord's repairs take ten (10) or more days to complete,
                  then the Minimum Rent and Additional Rent payable under
                  Subsections 4.02(a) and (b), and also paragraph 4.02(c)(i) to
                  the extent utilities are not billed to the Tenant directly,
                  shall be proportionately reduced in the proportion that the
                  Rentable Area of the part of the Premises thereby rendered
                  unfit for use by the Tenant in its business and not in fact so
                  used bears to the Rentable Area of the Premises from the date
                  of such damage until the earlier of:

                  (a)      substantial completion by the Landlord of its
                           necessary repairs to the Premises (or the part
                           thereof rendered unfit for use) (during which period
                           of time the Tenant shall with reasonable diligence
                           make such repairs as are necessary for the Tenant to
                           again use the Premises (or the part thereof rendered
                           unfit for use) in its business; and

                  (b)      the day on which the Tenant again uses the Premises
                           (or the part thereof rendered unfit for use) for its
                           business (with abatement continuing as aforesaid in
                           respect of the parts remaining unfit for use and not
                           actually used).

         11.03    MAJOR DAMAGE TO BUILDING.  Notwithstanding Section 11.01, if:

                  (a)      the Premises;

                  (b)      premises, whether of the Tenant or other tenants of
                           the Building, comprising in the aggregate fifty
                           percent (50%) or more of the Rentable Area of the
                           Building; or

                  (c)      any part or parts of the Building, the Building
                           Systems or the Common Areas and Facilities required
                           for the proper operation of the Building;

are damaged or destroyed by any cause to the extent that, in the reasonable
opinion of the Landlord, the damage or destruction cannot be repaired within one
hundred and twenty (120) days after the occurrence of such damage or
destruction, then:

                  (d)      the Landlord or the Tenant may at its option,
                           exercisable by notice to the other party given within
                           sixty (60) days after the occurrence of such damage
                           or destruction, terminate this Lease.

If the Lease is terminated the Tenant shall forthwith deliver up possession of
the Premises to the Landlord and Rent shall be apportioned and paid to the date
upon which possession is so delivered up, subject to any abatement to which the
Tenant may be entitled under Section 11.02.

<PAGE>
                                      -30-



         11.04    Certificate of Architect. The certificate of the Architect
                  shall be binding upon the Landlord and the Tenant as to
                  whether or not the Premises are unfit for use, the percentage
                  of the Premises rendered unfit for use, the date upon which
                  the Premises or relevant part thereof became unfit for use,
                  what constitutes a reasonable period of time under Subsection
                  11.02(a) and the state of completion of any work or repair of
                  either the Landlord or the Tenant.

         11.05    LANDLORD'S RIGHTS ON REBUILDING. In repairing or rebuilding
                  the Building or the Premises the Landlord may use drawings,
                  designs, plans and specifications other than those used in the
                  original construction and may alter or relocate the Building,
                  the Common Areas and Facilities or any part thereof, and may
                  alter or relocate the Premises, provided that the Premises as
                  altered or relocated shall be of substantially the same size
                  and have substantially the same attributes as the original
                  Premises.

                                   ARTICLE 12

                                    TRANSFERS

         12.01    TRANSFERS. The Tenant shall not enter into, consent to, or
                  permit any Transfer without the prior written consent of the
                  Landlord in each instance, which consent shall not be
                  unreasonably withheld but shall be subject to the Landlord's
                  rights under Section 12.02. The Tenant shall pay to the
                  Landlord its then current reasonable charge and all reasonable
                  disbursements incurred by the Landlord for its review of the
                  proposed Transfer. Notwithstanding any statutory provision to
                  the contrary, it shall not be considered unreasonable for the
                  Landlord to withhold its consent if, without limiting any
                  other factors or circumstances which the Landlord may
                  reasonably take into account:

                  (a)      the Tenant is then in default under this Lease;

                  (b)      the proposed Transfer would be or could result in
                           violation or breach of any covenants or restrictions
                           made or granted by the Landlord to other tenants or
                           occupants, or prospective tenants or occupants, of
                           the Building, the lessors under any ground lease of
                           the Lands or the Building, any Mortgagee or any other
                           Person;

                  (c)      in the Landlord's reasonable opinion, the financial
                           background, business history and capability of the
                           proposed Transferee is not satisfactory;

                  (d)      the proposed Transfer is to an existing tenant of the
                           Building; or

                  (e)      the Landlord at that time has or will have in the
                           next ensuing three-month period, other premises
                           elsewhere in the Building which might be suitable for
                           the needs of the Transferee; or

                  (f)      the Transfer is a mortgage, charge or debenture
                           (floating or otherwise) of, or in respect of this
                           Lease or the Leased Premises or any part thereof or
                           the Tenant's interest therein; or

                  (g)      the minimum and additional rent payable by the
                           proposed Transferee, if less than the Minimum Rent
                           and Additional Rent payable by the Tenant hereunder,
                           will, in the Landlord's opinion arrived at in good
                           faith, detrimentally affect the leasing program for
                           the Building; or

                  (h)      the use of the Premises by the proposed Transferee,
                           in the Landlord's opinion arrived at in good faith,
                           (i) could result in excessive use of the


<PAGE>
                                      -31-


                           elevators or other Building Systems or services, (ii)
                           is illegal, (iii) might harm or tend to harm the
                           business or reputation of the landlord or the image
                           and standards of the Building or (iv) could expose
                           the Landlord or the occupants of the Building to risk
                           of harm, damage or interference with their use and
                           enjoyment thereof.

Any consent by the Landlord to a Transfer shall not constitute a waiver of the
necessity for such consent to any subsequent Transfer. This prohibition against
Transfer shall include a prohibition against any Transfer by operation of law.

Notwithstanding the foregoing, no consent of Landlord shall be required (but the
Tenant shall provide the Landlord with prior written notice) in the event that
the Tenant assigns the Lease or sublets or parts with or shares possession of
the whole or any portion of the Premises to a Related Party. For the purposes of
this Lease a "Related Party" means an affiliate (as such term is defined in the
Canada Business Corporations Act as of the date hereof) of Promis Systems
Corporation Ltd.. In no event will an assignment or subletting, parting with or
sharing possession of the whole or any part of the Premises by Tenant or a
request for permission to assign or sublet or part with or share possession of
the whole or any part of the Premise result in an increase in or addition to any
rental charge stipulated to be payable in the Lease, or entitle Landlord to
cancel the Lease, or entitle Landlord to any consideration received by Tenant in
connection with any assignment, subletting or parting with or sharing possession
of all or any part of the Premises, except for reasonable out of pocket expenses
which costs shall not exceed One Thousand Dollars ($1,000.00).

         12.02    LANDLORD'S RIGHT TO TERMINATE. [INTENTIONALLY DELETED.]
         12.03    CONDITIONS OF TRANSFER.

                           (a)      If there is a permitted Transfer, the
                                    Landlord may collect Rent from the
                                    Transferee and apply the amount collected to
                                    the Rent payable under this Lease but no
                                    acceptance by the Landlord of any payments
                                    by a Transferee shall be deemed to be a
                                    waiver of the Tenant's covenants or any
                                    acceptance of the Transferee as a tenant or
                                    a release of the Tenant from the further
                                    performance by the Tenant of its obligations
                                    under this Lease. Any consent by the
                                    Landlord shall be subject to the Tenant and
                                    Transferee executing, prior to the Transfer
                                    being made, an agreement with the Landlord
                                    agreeing that the Transferee will be bound
                                    by all of the terms of this Lease, and
                                    except in the case of a sublease, that the
                                    Transferee will be so bound as if it had
                                    originally executed this Lease as tenant.

                           (b)      Notwithstanding any Transfer permitted or
                                    consented to by the Landlord, the Tenant
                                    shall remain liable under this Lease and
                                    shall not be released from performing any of
                                    the terms of this Lease.

                           (c)      If the Transfer in respect of which consent
                                    has been given is not completed within sixty
                                    (60) days of the date of such consent, then
                                    such consent shall, at the Landlord's
                                    option, become void.

                           (d)      Notwithstanding the effective date of any
                                    permitted Transfer as between the Tenant and
                                    the Transferee, all Rent for the month in
                                    which such effective date occurs shall be
                                    paid in advance by the Tenant so that the
                                    Landlord will not be required to accept
                                    partial payments of Rent for such month from
                                    either the Tenant or Transferee.

                           (e)      The agreements referred to in this Section
                                    12.03 and any document evidencing the
                                    Landlord's consent to any Transfer shall, at
                                    the


<PAGE>
                                      -32-


                                    Landlord's option, be prepared by the
                                    Landlord or its solicitors at the Tenant's
                                    cost, which costs shall not exceed One
                                    Thousand Dollars ($1,000.00).

         12.04    CHANGE OF CONTROL. [INTENTIONALLY DELETED.]

         12.05    NO ADVERTISING. The Tenant shall not advertise that the whole
                  or any part of the Premises are available for a Transfer and
                  shall not permit any broker or other Person to do so unless
                  the text and format of such advertisement is approved in
                  writing by the Landlord. No such advertisement shall contain
                  any reference to the rental rate of the Premises.

         12.06    ASSIGNMENT BY LANDLORD. The Landlord shall have the
                  unrestricted right to sell, transfer, lease, charge or
                  otherwise dispose of all or any part of its interest in the
                  Building or any interest of the Landlord in this Lease. In the
                  event of any sale, transfer, lease, charge or other
                  disposition to the extent that the assignee from the Landlord
                  agrees with the Landlord to assume the obligations of the
                  Landlord under this Lease, the Landlord shall thereupon, and
                  without further agreement, be released of all liability under
                  this Lease.

         12.07    EXHIBITING PREMISES. The Landlord and its agents, upon 24
                  hours' prior written notice to the Tenant, may exhibit the
                  Premises during Business Hours to prospective purchasers or
                  Mortgagees of the Building. In addition, during the last six
                  months of the Term, the Landlord or its agent, upon 24 hours'
                  prior written notice to the Tenant, may exhibit the Premises
                  during Business Hours to prospective tenants for such space.

                                   ARTICLE 13

                 STATUS CERTIFICATES, SUBORDINATION, ATTORNMENT

         13.01    STATUS CERTIFICATES. The Tenant shall at any time and from
                  time to time execute and deliver to the Landlord or as the
                  Landlord, may direct within five (5) business days after it is
                  requested a statement in writing, in the form supplied by the
                  Landlord, certifying that this Lease is unmodified and in full
                  force and effect (or if modified, stating the modification and
                  stating that the Lease is in full force and effect as
                  modified), the Commencement Date, the amount of the Minimum
                  Rent and other Rent then being paid hereunder, the dates to
                  which such Rent hereunder has been paid, whether or not there
                  is any existing default on the part of the Landlord of which
                  the Tenant is aware and any other particulars that the
                  Landlord may reasonably request.

         13.02    SUBORDINATION AND ATTORNMENT. This Lease and the rights of the
                  Tenant hereunder shall be subject and subordinate to all
                  existing or future Mortgages and to all renewals,
                  modifications, consolidations, replacements and extensions
                  thereof. Whenever requested by the Landlord or a Mortgagee,
                  the Tenant shall, within five (5) business days after such
                  request, enter into an agreement with the Mortgagee whereby
                  the Tenant postpones or subordinates this Lease to the
                  interest of any stipulated Mortgagee and agrees that whenever
                  requested by such Mortgagee it shall attorn to and become the
                  tenant of such Mortgagee, or any purchaser from such Mortgagee
                  in the event of the exercise by the Mortgagee of its power of
                  sale, for the then unexpired residue of the Term upon all the
                  terms and conditions of this Lease. The Tenant shall, at the
                  request of the Landlord or any lessor under any ground lease
                  affecting the Building, enter into an agreement with such
                  lessor to the effect that it shall attorn to and become the
                  tenant of such lessor, or any successor or assign, if the
                  lessor or any successor or assign should take possession of
                  the Building as a result of a default tinder any ground lease
                  for


<PAGE>
                                      -33-


                  the then unexpired residue of the Term upon all the terms
                  and conditions of this Lease. Upon written request by the
                  Tenant, the Landlord shall use its best efforts (provided this
                  shall not involve any expense) to obtain written assurances
                  from the lessor under any ground lease of the Lands or the
                  Building or any Mortgagee with an interest in the Building
                  prior to that of the Tenant to the effect that so long as the
                  Tenant is not in default under this Lease such owner or
                  Mortgagee will recognize the Tenant's rights under this Lease
                  and not disturb the Tenant's occupancy of the Premises.

         13.03    NON-DISTURBANCE AGREEMENT. On the execution of this Lease, the
                  Landlord, at Tenant's expense, shall use its best efforts to
                  obtain a written agreement in a form acceptable to any
                  Mortgagee and the Tenant, each acting reasonably, from any
                  mortgagee, chargee or any encumbrancer of all or any part of
                  the lands in the complex of which the Building forms part
                  having priority over the Tenant to the effect that provided
                  Tenant complies with the terms of the Lease, the Tenant shall
                  be permitted to remain in quiet possession of the Premises
                  pursuant to the terms of the Lease without interruption or
                  disturbance from such Mortgagee.

                                   ARTICLE 14

                              REMEDIES OF LANDLORD

         14.01    EVENTS OF DEFAULT. Any of the following constitutes an Event
                  of Default under this Lease:

         (a)      any Rent is in arrears and is not paid within five (5) days
                  after written demand by the Landlord;

         (b)      the Tenant has breached any of its obligations in this Lease
                  and, if such breach is capable of being remedied and is not
                  otherwise listed in this Section 14.01, after notice in
                  writing from the Landlord:


<PAGE>


                                      -34-

                  (i)      the Tenant fails to remedy such breach within fifteen
                           (15) days (or such shorter period as may be provided
                           in this Lease); or

                  (ii)     if such breach cannot reasonably be remedied within
                           15 days or such shorter period, the Tenant fails to
                           commence to remedy such breach within such fifteen
                           (15) days or shorter period or thereafter fails to
                           proceed diligently to remedy such breach;

         (c)      the Tenant or any Indemnifier becomes bankrupt or insolvent or
                  takes the benefit of any statute for bankrupt or insolvent
                  debtors or makes any proposal, an 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 Tenant's existence or the liquidation
                  of its assets;

         (d)      a trustee, receiver, receiver/manager, or a Person acting in a
                  similar capacity is appointed with respect to the business or
                  assets of the Tenant or any Indemnifier;

         (e)      the Tenant or any Indemnifier makes a sale in bulk of all or a
                  substantial portion of its assets other than in conjunction
                  with a Transfer approved by the Landlord;

         (f)      this Lease or any of the Tenant's assets are taken under a
                  writ of execution and such writ is not stayed or vacated
                  within fifteen (15) days after the date of such taking;

         (g)      the Tenant makes a Transfer other than in compliance with the
                  provisions of this Lease;

         (h)      the Tenant abandons or attempts to abandon the Premises or the
                  Premises become vacant or substantially unoccupied for a
                  period of ten (10) consecutive days or more without the prior
                  written consent of the Landlord;

         (i)      the Tenant moves or commences, attempts or threatens to move
                  its trade fixtures, chattels or equipment out of the Premises
                  other than in the routine course of its business;

         (j)      an Indemnifier, if any, fails to execute and deliver to the
                  Landlord before the commencement of the Fixturing Period an
                  indemnity agreement in the form attached hereto as Schedule F
                  or at any time denies liability under any such indemnity
                  agreement;

         (k)      any event of default occurs under any lease or agreement
                  relating to other premises in the Building leased to or
                  occupied by the Tenant (save and except the letter agreement
                  between the Landlord and Tenant executed contemporaneously
                  with this Lease); or

         (1)      any insurance policy covering any part of the Building is, or
                  is threatened to be, cancelled or adversely changed (including
                  a substantial premium increase) as a result of any action or
                  omission by the Tenant or any Person for whom it is legally
                  responsible.

         14.02    DEFAULT AND REMEDIES. If and whenever an Event of Default
                  occurs, then without prejudice to any other rights which it
                  has pursuant to this Lease or at law, the Landlord shall have
                  the following rights and remedies, which are cumulative and
                  not alternative:

                  (a)      to terminate this Lease by notice to the Tenant or to
                           re-enter the Premises and repossess them and, in
                           either case, enjoy them as of its former estate, and
                           the Landlord may remove all Persons and property from
                           the Premises


<PAGE>
                                      -35-


                           and store such property at the expense and risk of
                           the Tenant or sell or dispose of such property in
                           such manner as the Landlord sees fit without notice
                           to the Tenant;

                  (b)      to enter the Premises as agent of the Tenant and to
                           relet the Premises for whatever length, and on such
                           terms as the Landlord in its discretion may determine
                           and to receive the rent therefor and as agent of the
                           Tenant to take possession of any property of the
                           Tenant on the Premises, to store such property at the
                           expense and risk of the Tenant or to sell or
                           otherwise dispose of such property in such manner as
                           the Landlord sees fit without notice to the Tenant;
                           to make alterations to the Premises to facilitate
                           their reletting; and to apply the proceeds of any
                           such sale or reletting first, to the payment of any
                           expenses incurred by the Landlord with respect to any
                           such reletting or sale 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 to payment of future Rent as it becomes due
                           and payable; provided that the Tenant shall remain
                           liable for any deficiency to the Landlord;

                  (c)      to remedy or attempt to remedy any default of the
                           Tenant under this Lease for the account of the Tenant
                           and to enter upon the Premises for such purposes; and
                           no notice of the Landlord's intention to remedy or
                           attempt to remedy such default need be given the
                           Tenant unless expressly required by this Lease; and
                           the Landlord shall not be liable to the Tenant for
                           any loss, injury or damages caused by acts of the
                           Landlord in remedying or attempting to remedy such
                           default and the Tenant shall pay to the Landlord all
                           expenses incurred by the Landlord in connection
                           therewith;

                  (d)      to recover from the Tenant all damages, costs and
                           expenses incurred by the Landlord as a result of any
                           default by the Tenant including, if the Landlord
                           terminates this Lease, any deficiency between those
                           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; and

                  (e)      to recover from the Tenant the full amount of the
                           current month's Rent together with the next three
                           months' instalments of Rent, all of which shall
                           accrue on a day to day basis and shall immediately
                           become due and payable as accelerated rent.

         14.03    DISTRESS. Notwithstanding any provision of this Lease or any
                  provision of applicable legislation, none of the goods and
                  chattels of the Tenant on the Premises at any time during the
                  Term shall be exempt from levy by distress for Rent in
                  arrears, and the Tenant waives any such exemption. If the
                  Landlord makes any claim against the goods and chattels of the
                  Tenant by way of distress this provision may be pleaded as an
                  estoppel against the Tenant in any action brought to test the
                  right of the Landlord to levy such distress.

         14.04    COSTS. The Tenant shall pay to the Landlord all damages, costs
                  and expenses (including, without limitation, all legal fees on
                  a solicitor and client basis) incurred by the Landlord in
                  enforcing the terms of this Lease, or with respect to any
                  matter or thing which is the obligation of the Tenant under
                  this Lease, or in respect of which the Tenant has agreed to
                  insure or to indemnify the Landlord.

         14.05    SURVIVAL OF OBLIGATIONS. The indemnity provisions of this
                  Lease and the Landlord's rights in respect of any failure by
                  the Tenant to perform any of its obligations under this Lease
                  shall remain in full force and effect notwithstanding the
                  expiration or earlier termination of the Term.

<PAGE>
                                      -36-



         14.06    REMEDIES CUMULATIVE. Notwithstanding any other provision of
                  this Lease, the Landlord may from time to time resort to any
                  or all of the rights and remedies available to it in the event
                  of any default hereunder by the Tenant, either by any
                  provision of this Lease, by statute or common law, all of
                  which rights and remedies are intended to be cumulative and
                  not alternative, and the express provisions hereunder as to
                  certain rights and remedies are not to be interpreted as
                  excluding any other or additional rights and remedies
                  available to the Landlord by statute or the general law.

                                   ARTICLE 15

                                  MISCELLANEOUS

         15.01    NOTICES. Any notice or other communication required or
                  permitted to be given hereunder shall be in writing and shall
                  be given by facsimile or other means of electronic
                  communication or by hand delivery as hereinafter provided. Any
                  such notice other communication, if sent by facsimile or other
                  means of electronic communication, shall be deemed to have
                  been received on the date of sending if sent during normal
                  business hours on a Business Day, and otherwise on the first
                  Business Day following the date of sending, or if delivered by
                  hand shall be deemed to have been received at the time it is
                  delivered to the applicable address noted below either to the
                  individual designated below or to an individual at such
                  address having apparent authority to accept deliveries on
                  behalf of the addressee. Notice of change of address or
                  telecopier number shall also be governed by this Section
                  15.01. Notices and other communications shall be addressed as
                  follows:

                           (a)      in the case of notice to the Landlord, to it
                                    at the address or telecopier number set out
                                    in paragraph 1.01(a)(ii); and

                           (b)      in the case of notice to the Tenant, to it
                                    at the Premises or the telecopier number set
                                    out in paragraph 1.01(b)(ii).

         15.02    REGISTRATION OF LEASE. Neither the Tenant nor anyone on the
                  Tenant's behalf or claiming under the Tenant shall register
                  this Lease or any other instrument pertaining to this Lease
                  against the Lands. If the Landlord or the Tenant intends to
                  register a document for the purpose only of giving notice of
                  this Lease or of any dealing with it, then, upon request of
                  such party, the other party shall join in the execution of a
                  short form or notice of this Lease solely for the purpose of
                  supporting an application for registration of notice of this
                  Lease or any subsequent dealing therewith. At the Landlord's
                  option, the form of such documentation shall be prepared by
                  the Landlord's solicitors at the requesting party's expense;
                  otherwise the Tenant shall pay the Landlord's reasonable legal
                  costs of reviewing the documentation presented by the Tenant.

         15.03    RELOCATION.  Intentionally Deleted.

         15.04    OVERHOLDING - NO TACIT RENEWAL. It is the Landlord's policy
                  not to permit tenants to overhold. If the Tenant nevertheless
                  remains in possession of the Premises after the end of the
                  Term with the consent of the Landlord but has not executed and
                  delivered a new lease, there shall be no tacit renewal of this
                  Lease or the Term, notwithstanding any statutory provisions or
                  legal presumption to the contrary, and the Tenant shall be
                  deemed to be occupying the Premises as a tenant from month to
                  month at a monthly Minimum Rent payable in advance on the
                  first day of each month equal to the monthly amount of Minimum
                  Rent payable during the last month of the Term and otherwise
                  upon the same terms, covenants and


<PAGE>
                                      -37-


                  conditions as are set forth in this Lease insofar as these are
                  applicable to a monthly tenancy but, for greater certainty,
                  including liability for all Additional Rent.

         15.05    UNAVOIDABLE DELAY. If and to the extent that either the
                  Landlord or the Tenant shall be prevented, delayed or
                  restricted by reason of Unavoidable Delay in the fulfilment of
                  any obligation hereunder, then either the Landlord or the
                  Tenant, as the case may be, shall be deemed not to be in
                  default in the performance of such covenant or obligation and
                  any period for the performance of such obligation shall be
                  extended accordingly and the other party to this Lease shall
                  not be entitled to compensation for any loss, inconvenience,
                  nuisance or discomfort thereby occasioned, provided that in no
                  event will the Tenant be relieved of its obligation to pay
                  Rent as it becomes due.

         15.06    WAIVER. If either the Landlord or Tenant excuses or condones
                  any default of the other of any obligation under this Lease,
                  no waiver of such obligation shall be implied as a result of
                  any continuing or subsequent default.

         15.07    PARTIAL PAYMENT OF RENT. Acceptance by the Landlord of a
                  lesser amount than the monthly payment of Rent herein
                  stipulated and any endorsement or statement on any check or
                  documentation accompanying any payment of Rent shall not be
                  deemed an acknowledgment of full payment or an accord and
                  satisfaction, and the Landlord may accept such payment without
                  prejudice to the Landlord's right to recover the balance of
                  such Rent or to pursue any other remedy provided in this
                  Lease.

         15.08    PLANNING ACT. This Lease is expressly conditional upon
                  compliance with the Planning Act (Ontario) and any amendments
                  thereto.

         15.09    METRIC CONVERSION. The Landlord may express any measurement in
                  this Lease in metric measure in which case the following
                  conversion factors apply: 1 meter = 3.2808 feet; 1 square
                  meter = 1.7636 square feet; 1 foot =.3048 metres; and 1 square
                  foot =.0929 square metres.

         15.10    DECISION OF EXPERT.The decision of any Expert whenever
                  provided for under this Lease and any certificate related
                  thereto (provided such decision is reasonably arrived at in
                  accordance with the standards of his or her profession) shall
                  be final and binding on the parties hereto and there shall be
                  no further right of dispute or appeal.

         15.11    POWER, CAPACITY, AUTHORITY. The Landlord and the Tenant
                  covenant, represent and warrant to one another respectively
                  that they have the power, capacity and authority to enter into
                  this Lease and to perform their obligations hereunder and that
                  the Person(s) who have executed this Lease on their behalf
                  have the authority to bind them.

         15.12    BANKRUPTCY AND INSOLVENCY ACT. The Tenant hereby irrevocably
                  waives any right it may have under section 65.2(l) of the
                  Bankruptcy and Insolvency Act, S.C. 1992, or any successor or
                  similar legislation, to repudiate this Lease, and any such
                  purported repudiation of this Lease shall be of no force or
                  effect.

         15.13    PRIOR COMMITMENTS. The Tenant represents and warrants that
                  there are no covenants, restrictions or commitments given by
                  the Tenant to any other landlords, tenants in other
                  developments, its mortgagees or any other third party which
                  would prevent or inhibit the Tenant from entering into this
                  Lease.

         15.14    QUIET ENJOYMENT. If the Tenant pays the Rent, fully performs
                  all its obligations under this Lease and there has been no
                  Event of Default, then the Tenant shall be


<PAGE>
                                      -38-


                  entitled, subject to the provisions of this Lease, to peaceful
                  and quiet enjoyment of the Premises for the Term without
                  interruption or interference by the Landlord or any Person
                  claiming through the Landlord.

      IN WITNESS WHEREOF the parties hereto have executed this Lease under seal.

                                       PROMIS SYSTEMS CORPORATION LTD.


                                       -----------------------------------------
                                       Name:
                                       Title:


                                       -----------------------------------------
                                       Name:
                                       Title:

                                       We have authority to bind the Corporation

                                       170 UNIVERSITY (TORONTO)
                                       PARTNERSHIP, by its asset manager,
                                       Gentra Canada Investments Inc.


                                       -----------------------------------------
                                       Name:             Scott E. Pennock
                                       Title:            Vice President


                                       -----------------------------------------
                                       Name:             Ryk Stryland
                                       Title:            Senior Vice President

                                       We have authority to bind the Corporation


<PAGE>


                                       A-1

SCHEDULE A to the Lease dated May 28, 1996, between 170 University (Toronto)
Partnership (Landlord) and Promis Systems Corporation Ltd. (Tenant).

                           LEGAL DESCRIPTION OF LANDS

170 University Avenue
Toronto, Ontario

Parcel 2-1, Section A-736E
Land Titles Division of Metropolitan Toronto (No. 66) at Toronto

In the City of Toronto, in the Municipality of Metropolitan Toronto, being
composed of Lot 2 on Registered Plan 736-E, designated as part 1 on Reference
Plan 66R-16016.

The boundaries of the south side of Adelaide Street West and the west side of
University Avenue were confirmed under the BOUNDARIES ACT (Ontario) by Plan
BA-1325, registered as Instrument CT308070.


<PAGE>


                                       B-1

SCHEDULE B to the Lease dated May 28, 1996, between 170 University (Toronto)
Partnership (Landlord) and Promis Systems Corporation Ltd. (Tenant).

                     PLAN OF THE 10TH FLOOR OF THE BUILDING


<PAGE>

                                       B-2

SCHEDULE B to the Lease dated May 28, 1996, between 170 University (Toronto)
Partnership (Landlord) and Promis Systems Corporation Ltd. (Tenant).

                     PLAN OF THE 11TH FLOOR OF THE BUILDING


<PAGE>


                                       B-3

SCHEDULE B to the Lease dated May 28, 1996, between 170 University (Toronto)
Partnership (Landlord) and Promis Systems Corporation Ltd. (Tenant).

                     PLAN OF THE 12TH FLOOR OF THE BUILDING


<PAGE>


                                       B-4

SCHEDULE B to the Lease dated May 28, 1996, between 170 University (Toronto)
Partnership (Landlord) and Promis Systems Corporation Ltd. (Tenant).

                     PLAN OF THE 13TH FLOOR OF THE BUILDING


<PAGE>


                                       C-1

SCHEDULE C to the Lease date May 28, 1996, between 170 University (Toronto)
Partnership and Promis Systems Corporation Ltd. (Tenant).

                              RULES AND REGULATIONS

1.01              LIFE SAFETY.

         (a) If any emergency situation arises the Tenant shall cause all
occupants of the Premises to vacate the Building if directed to do so by the
Landlord or any public authority, in the manner prescribed by the Landlord or
such public authority.

         (b) No inflammable, explosive or dangerous materials shall be stored or
used in the Premises and the Tenant shall not do, or omit to do, anything which
may in any way breach Applicable Laws, increase the risk of fire or obstruct or
interfere with the rights of other occupants of the Building.

2.01              SECURITY.

         (a) The Landlord may require that any Person entering and leaving the
Building at any time other than Business Hours identify himself and satisfy
security measures prescribed by the Landlord from time to time. The Landlord may
prevent any Person from entering the Premises unless that Person possesses a
key, pass or other authorization satisfactory to the Landlord, and may prevent
any Person removing any goods therefrom without written authorization. The
Landlord may institute a photo-identification or other security system, in which
case identification cards or other necessary security devices must be obtained
from the Landlord at the expense of the Tenant.

         (b) All entrance doors to the Premises must be kept locked when the
Premises are not in use. Except as provided for below, all locks within the
Premises and on the access doors to the Premises will permit access by the
Landlord's master key or access cards. The Tenant shall not install any locks,
bolts or other security devices affecting access to the Premises, or any part
thereof, without the Landlord's prior written consent, which may be granted on a
conditional basis. No change may be made to existing locks or locking mechanism
within the Premises or on the access doors to the Premises without the
Landlord's consent and co-ordination.

3.01              HOUSEKEEPING.

         (a) The Tenant shall keep the Premises tidy and free from rubbish,
which shall be deposited in receptacles designated by the Landlord for waste.

         (b) The entrance, lobbies, elevators, staircases and other such
facilities of the Building shall be used only for access to the Premises; the
Tenant shall not obstruct or damage such facilities, or permit them to be
obstructed or damaged by its agents, employees, officers, invitees or others
under its control.

         (c) The Tenant shall not obstruct access to main header ducts, janitor
and electrical closets and other Building Systems.

         (d) The Tenant shall, at its expense and at such reasonable intervals
as the Landlord requires, exercise such pest control measures as directed by the
Landlord using contractors designated by the Landlord, failing which the
Landlord shall have the right, at its option, to exercise such pest control
measures for the Premises, at the expense of the Tenant.

4.01              RECEIVING, SHIPPING, MOVEMENT OF ARTICLES.

         (a) No heavy equipment, safe or other items shall be moved by or for
the Tenant except with the prior written consent of the Landlord, which may be
arbitrarily withheld. Any such item shall be moved upon the appropriate
steel-bearing plates, skids, or platforms, subject always to direction by the
Landlord, and shall take place at such times and by such persons as the Landlord
shall have approved.

<PAGE>

                                       C-2

         (b) No equipment, freight, office materials or supplies, furnishings or
bulky matter shall be moved in or out of the Premises or carried on the
escalators or elevators of the Building except during such hours as the Landlord
shall have approved. Hand trucks and similar appliances shall be equipped with
rubber tires, rubber bumpers and other safeguards approved by the Landlord, and
shall be used only by prior arrangement with the Landlord.

         (c) The Tenant shall receive, ship and take delivery of, and require
shippers and others to deliver and take delivery of, equipment, freight, office
materials and supplies, and furnishings only through the appropriate service and
delivery facilities and elevators provided in the Building and subject to such
further regulations as the Landlord may from time to time impose. The service
elevators in the Building shall not be used for the movement of any such item
without the prior written consent of the Landlord and shall be left in clean
condition following use.

5.01              PREVENTION OF INJURY TO PREMISES.

         (a) The Tenant shall not misuse or damage the Premises or any of the
improvements or facilities therein, or unreasonably deface or mark any walls or
other parts of the Premises.

         (b) The Tenant shall not: (a) install or use any radio, television or
other similar device in the Premises which may in any manner constitute a
disturbance or an annoyance to any other tenant in the Building, (b) install in
the Premises or elsewhere in the Building any transmitting radio communications
equipment without the Landlord's prior written consent; or (c) operate an
electrical device from which may emanate electrical waves that may interfere
with or impair radio or television broadcasting or reception from or in the
Building. The Tenant shall not in any case erect or cause to be erected any
aerial anywhere in the Building.

6.01              WINDOWS.

         (a) No curtains, blinds or other window coverings shall be installed by
the Tenant without the prior written consent of the Landlord. Window coverings
that are installed shall comply with the uniform scheme of the Building.

         (b) The Tenant shall not interfere with any window coverings installed
upon exterior windows of the Building, and shall close such window coverings
during such hours as the Landlord may require, and shall not install or operate
any interior drapes installed by the Tenant so as to interfere with the exterior
appearances of the Building or the climate control system of the Building.

7.01 WASHROOMS. 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 substance shall be placed therein. The
Tenant shall be responsible for any damages resulting from misuse caused by it
or by its agents, employees, officers, licensees or invitees. The Tenant shall
not let the water run unless it is then being used.

9.01              Use of PREMISES.

         (a) No cooking or preparation of food which requires venting or
produces odours shall be permitted in the Premises and no electrical apparatus
likely to cause overloading of electrical circuits shall be used therein.

         (b) The tenant shall not use or permit use of the Premises in such
manner as to create any noises or odours objectionable or offensive to the
Landlord or any other tenant of the Building or other nuisance or hazard or
to breach the provisions of Applicable Laws or any requirement of the
insurers of the Building.

         (c) No Person shall use the Premises for sleeping apartments or
residential purposes, or for the storage of personal effects or articles other
than those required for business purposes.

         (d) No musical instruments or sound producing equipment or amplifiers
which may be heard outside the Premises shall be played or operated on the
Premises.

<PAGE>

                                       C-3

9.01 CANVASSING, SOLICITING, PEDDLING. The Tenant shall not perform, patronize
or permit anyone under its control to perform any canvassing, soliciting or
peddling in the Building and shall not install in the Premises any machines
vending or dispensing refreshments or merchandising, except with the prior
written consent of the Landlord.

10.01. BICYCLES. Bicycles or other vehicles shall not be brought or left in or
upon any part of the Building except in such area or areas as are designated by
the Landlord from time to time.

11.01 SIGNS. If pursuant to Section 6.07 of the Lease the Tenant is permitted to
erect, affix or instal any sign or lettering which may be seen outside the
Premises it shall at its own expense erect and maintain in good condition and
repair any such sign or lettering and shall observe and comply with Applicable
Laws, including the payment of license or other fees.

12.01 GENERAL. These rules and regulations, together with all amendments,
deletions and additions, are not necessarily intended for uniform application,
but may be waived in whole or in part in respect of other tenants of the
Building without affecting their enforceability with respect to the Tenant and
the Premises, and may be waived in whole or in part with respect to the Premises
without waiving them as to future application to the Premises. The imposition of
such rules and regulations shall not create or imply any obligation of the
Landlord to enforce them or create any liability of the Landlord for any such
lack of enforcement.


<PAGE>

                                       D-1

SCHEDULE D to the Lease dated May 28, 1996 between 170 University (Toronto)
Partnership (Landlord) and promis Systems Corporation Ltd. (Tenant).

                               SPECIAL PROVISIONS

1.01 FAIR MARKET RENT. In this Schedule "D", the term "Fair Market Rent" means
the rent charged for a similar term for space comparable to the Premises within
the Building or other developments of similar age, size, and location in the
City of Toronto for the purposes of determining Minimum Rent under Section 2.01
of this Schedule "D", Fair Market Rent shall be determined based upon the
assumptions that: (a) all improvements to the Premises required to enable the
Tenant to conduct business in the Premises in accordance with the provisions of
this Lease, including the Leasehold Improvements, have been constructed and
installed in the Premises as of the date of determination of Minimum Rent; and
(b) a Fair Market Allowance (as hereinafter defined) has been previously paid to
the Tenant by the Landlord. For the purpose of determining, Minimum Rent under
Sections 5.01 and 7.01 of this Schedule "D", tenant inducements, including
leasehold allowances, if any, payable as of the date of determination of Fair
Market Rent in respect of leases of such comparable space having a similar term
(collectively the "Fair Market Allowance") shall be taken into account in
determining Fair Market Rent.

2.01 ARBITRATION PROCEDURE. In the event of any dispute which this Lease
expressly provides shall be resolved by arbitration, the following procedures
shall apply:

         (a)      The party wishing to have the issues submitted to arbitration
                  shall give notice to the other party specifying the
                  particulars of the matter or matters in dispute and proposing
                  the name of the person it wishes to be the single arbitrator.
                  Within fifteen (15) days thereafter, the other party shall
                  give notice to the initiating party advising whether such
                  party accepts the arbitrator proposed by the initiating party.
                  If such notice is not given within such fifteen (15) day
                  period, the other party shall be deemed to have accepted the
                  arbitrator proposed by the initiating party. Failing agreement
                  of the parties on a single arbitrator within such fifteen (15)
                  day period, either party may apply to a judge of the Supreme
                  Court of Ontario under the Arbitrations Act (Ontario) for the
                  appointment of a single arbitrator on two (2) clear days'
                  notice to the other party. Each party shall propose up to
                  three (3) candidates for the position of arbitrator to the
                  said judge who, upon receiving submissions of the parties with
                  respect to the matter, shall select the arbitrator from
                  amongst the candidates so named.

         (b)      Within thirty (30) days of the establishment of the
                  arbitrator, the party initiating the arbitration (the
                  "Claimant") shall send the other party (the "Respondent") a
                  statement of claim setting out in sufficient detail the facts
                  and the contentions of law on which it relies and the relief
                  it claims.

         (c)      Within thirty (30) days of the receipt of the statement of
                  claim, the Respondent shall send the Claimant a statement of
                  defence stating in sufficient detail which of the facts and
                  contentions of law in the statement of claim it admits or
                  denies, on what grounds, and on what other facts and
                  contentions of law it relies.

         (d)      Within thirty (30) days of receipt of the statement of
                  defence, the Claimant may send the Respondent a statement of
                  reply.

         (e)      All statements of claim, defence and reply shall be
                  accompanied by copies (or, if they are especially voluminous,
                  lists) of all essential documents on which the party concerned
                  relies and which have not previously been submitted by any
                  party, and (where practicable) by any relevant samples.

         (f)      After submission of all the statements, the arbitrator will
                  give directions for the further conduct of the arbitration.

<PAGE>

                                       D-2

         (g)      Meetings and hearings of the arbitrator shall take place in
                  the City of Toronto, or in such other place as the Claimant
                  and the Respondent shall agree upon in writing and such
                  meetings and hearings shall be conducted in the English
                  language unless otherwise agreed by such parties and the
                  arbitrator. Subject to the foregoing the arbitrator may at any
                  time fix the date, time and place of meetings and hearings in
                  the, arbitration, and will give all the parties adequate
                  notice of these. Subject to any adjournments which the
                  arbitrator allows, the final hearing will be continued on
                  successive working days until it is concluded.

         (h)      All meetings and hearings will be in private unless the
                  parties otherwise agree.

         (i)      Any party may be represented at any meetings or hearings by a
                  legal practitioner.

         (j)      The arbitrator will make its decision in writing and, unless
                  both the parties otherwise agree, its reasons will be set out
                  in the decision.

         (k)      The arbitrator will send its decision to the parties as soon
                  as practicable after the conclusion of the final hearing.

         (1)      The decision shall be final and binding on the parties and
                  shall not be subject to any appeal or review procedure
                  provided that the arbitrator has followed the rules provided
                  herein in good faith and has proceeded in accordance with the
                  principles of natural justice.

         (m)      By submitting to arbitration under the foregoing rules, the
                  parties shall be taken to have conferred on the arbitrator the
                  following jurisdiction and powers, to be exercised by it so
                  far as the relevant law allows, and in its absolute and
                  unfettered discretion, if it shall judge it to be expedient
                  for the purpose of ensuring the just, expeditious, economical
                  and final determination of the dispute referred to it.

         (n)      The arbitrator shall have jurisdiction to:

                  (i)      determine any question of law arising in the
                           arbitration;

                  (ii)     determine any question as to its own jurisdiction;

                  (iii)    determine any question of good faith, dishonesty or
                           fraud arising in the dispute;

                  (iv)     order any party to furnish such further details of
                           the party's case, in fact or in law, as it may
                           require;

                  (v)      proceed in the arbitration notwithstanding the
                           failure or refusal of any party to comply with these
                           Rules or with its orders or directions, or to attend
                           any meeting or hearing, but only after giving that
                           party written notice that it intends to do so;

                  (vi)     receive and take into account such written or oral
                           evidence as it shall determine to be relevant,
                           whether or not strictly admissible in law;

                  (vii)    hold meetings and hearings and make its decision
                           (including the final decision) in Ontario or
                           elsewhere with the concurrence of the parties
                           thereto; and

                  (viii)   order the parties to produce to it and to each other
                           for inspection and to supply copies of any document
                           or classes of documents in their possession or power
                           which it determines to be relevant.

<PAGE>

                                       D-3

         (o)      In addition, the arbitrator shall have such further
                  jurisdiction and powers as may be allowed to it by the laws of
                  Ontario, the contract between the parties, the arbitration
                  agreement, the submission or reference to arbitration, and the
                  laws of any place in which it holds hearings or in which
                  witnesses attend before it, and of any place in which it gives
                  any directions or makes any orders or any award.

         (p)      Notwithstanding the parties' intention that the arbitrator be
                  able to act free of court proceedings as set forth herein, the
                  parties consent to the decision of the arbitrator being
                  entered in any court having jurisdiction for the purposes of
                  enforcement. In addition, any party may apply to an
                  appropriate court for such relief and it is expressly agreed
                  that the making of any such application or the grant of such
                  relief by a court shall not be deemed to be in derogation of
                  the parties' intention that the dispute be the subject of
                  final and binding arbitration as set forth herein.

         (q)      Notwithstanding any other provision contained herein, the
                  costs of such arbitration shall be shared equally by the
                  Landlord and the Tenant.

3.01 RIGHT OF FIRST OFFER. The Landlord grants to the Tenant an option to lease
all or any part of the ninth (9th) floor (the "First Offer Premises") of the
Building which becomes available to lease at any time following the date the
first lease for such premises is entered into by the Landlord, on the following
terms and conditions:

         (a)      The Landlord shall give notice (the "Notice") in writing to
                  the Tenant that the First Offer Premises are available, which
                  notice shall state the rental rate per square foot of Rentable
                  Area, any cash allowances or inducements to be granted with
                  respect thereto and any rent free periods available in
                  connection with the First Offer Promises. The Tenant shall
                  have fourteen (14) business days (the "Option Period") after
                  receipt of the Notice to exercise its option to lease the
                  First Offer Premises. If the Tenant elects to lease the First
                  Offer Premises within the Option Period, then the lease of the
                  First Offer Premises shall be upon the terms set out in the
                  Notice, shall be for a term commencing on the date specified
                  in the Notice and expiring on the date of expiry of the Term
                  or the Extended Term, as the case may be, and shall otherwise
                  be on the same terms and conditions as this Lease (including
                  without limitation, the rights to extend the Term under
                  Section 3.01). If the Tenant shall fail to elect to lease the
                  First Offer Premises within Option Period, then the Landlord
                  shall be free to lease the First Offer Premises to any third
                  party at a rental and upon terms which in the aggregate are
                  not more favourable to the tenant than those offered to the
                  Tenant in the Notice. It is acknowledged that the Lease to a
                  third party may be for a term which is longer or shorter than
                  the term of the Lease for spare to the Tenant and the tenant
                  allowance, if any, provided for in the Notice will be
                  adjusted, if necessary, to take into account the different
                  term.

          (c)     For greater certainty, it is understood and agreed that the
                  option granted herein is a continuing option and shall
                  continue to apply as the First Offer Premises become available
                  to lease from time to time during the term, as extended.

         (d)      The Landlord and Tenant shall enter into a lease amending
                  agreement prepared by the Landlord at the Tenant's expense to
                  give effect to the provisions of this Section 6.01.

4.01              EXTENSION OF TERM.  If:

         (a)      the Tenant is Promis Systems Corporation Ltd. or a Related
                  Party of Promis Systems Corporation Ltd. and is not then in
                  default under this Lease; and

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                                       D-4

         (b)      the Tenant gives the Landlord not less than nine (9) months
                  notice prior to the expiration of the Term (the "Notice of
                  Extension") of the Tenant's intention to extend the Term, then
                  the Landlord will grant the Tenant the right to extend the
                  Term for the Premises on an "as is" basis for a further period
                  of five (5) years (the "Extended Term") commencing upon the
                  expiration of the Term, and the Extended Term shall be on the
                  same terms and conditions as are contained in this Lease
                  except that:

                  (i)      there shall be no further right to extend the Term;

                  (ii)     the Tenant shall enter into an Extension Agreement
                           prepared by the Landlord at the Tenant's expense to
                           give effect to the Extended Term; and

                  (iii)    the Minimum Rent payable during each Lease Year
                           during the Extended Term shall be the Fair Market
                           Rent to be agreed upon between the Tenant and
                           Landlord within thirty (30) days of the delivery of
                           the Notice of Extension failing agreement, determined
                           by arbitration pursuant to Section 3.01.

If Tenant fails to give the Notice of Extension then this Section 4.01 shall be
null and void and of no further force or effect. If the Tenant gives the Notice
of Extension the Tenant will forthwith execute the documentation submitted by
the Landlord pursuant to subsection (ii) of this Section 4.01.

It is further understood and agreed that the right of the Tenant to extend the
Term of this Lease pursuant to this Section 4.01 shall apply to all of the
Premises occupied by the Tenant on expiration of the initial Term,

5.01 PARKING SPACES. So long as the ownership of 170 University Avenue, Toronto,
Ontario and 105 Adelaide Street West, Toronto, Ontario remain the same, the
Tenant shall have the right throughout the Term and any extensions thereof, to
use up to three (3) reserved parking spaces and twelve (12) unreserved parking
spaces in the parking garage of the Building municipally known as 105 Adelaide
Street West, Toronto, Ontario. The present parking rates for reserved parking is
Three Hundred and Fifteen Dollars ($315.00) per month (plus applicable Goods and
Services Tax) and Two Hundred and Ten Dollars ($210.00) per month (plus
applicable Goods and Services Tax) for unreserved spaces. The said parking rates
will be based upon the current market rates designated by the Landlord and are
subject to change from time to time.

6.01 REASONABILITY. Save where a contrary intention is expressly stated, any
allocation of any cost, charge or expense which is to be determined by the
Landlord under this Lease shall be done on a reasonable and equitable basis.

7.01 SIGNAGE. The Tenant shall be entitled to prominently install at its sole
cost and expense (including the maintenance and repair thereof) its corporate
logo or signage to the top facia of the north side of the Building. The said
signage shall be of a design and quality selected by the Tenant acting
reasonably and befitting the image of the Building and shall be further subject
to the consent of the Landlord, such consent not to be unreasonably delayed or
withheld. The Landlord shall not grant any prominent external building
identification rights on the top facia of the Building to any third party tenant
during the Term and any renewal thereof.

The Tenant shall further be entitled to prominently install at its sole cost and
expense (including the maintenance and repair), its corporate name and/or logo
above the main entrance to the Building. The said signage shall be of a design
and quality selected by the Tenant acting reasonably and befitting the image of
the building and shall be subject to the consent of the Landlord such consent
not to the unreasonably withheld.


<PAGE>

                                       D-5

All of the rights granted by the Landlord pursuant to this Section 7.01 shall be
personal to the Tenant and shall not be assignable by the Tenant and shall be
further subject to compliance with all applicable by-laws and regulations.

The Tenant agrees to pay as Additional Rent an amount equal to Sixteen Thousand
Dollars ($16,000.00) per annum in equal monthly payments in the manner
prescribed in Article 4 of the Lease for the initial Term of the Lease for the
signage rights granted by the Landlord pursuant to this Section 7.01, provided,
however, in the event that the Tenant extends the lease pursuant to Section 4.01
of this Schedule "D", there will be no further charge for the signage granted
pursuant to this Section 7.01.

The Tenant agrees to be responsible throughout the Term and any renewals or
extensions thereof for the cost of all maintenance and repair of all signage
installed pursuant to this Section 7.01.


<PAGE>

                                       E-1

SCHEDULE E to the Lease dated , between 170 University (Toronto) Partnership
         (Landlord) and Promis Systems Corporation Ltd. (Tenant).

                   INDEMNITY AGREEMENT - INTENTIONALLY DELETED

         THIS AGREEMENT dated

BETWEEN:

                  (the "Indemnifier")

                                                               OF THE FIRST PART

                  - and -

                  (the "Landlord")

                                                              OF THE SECOND PART

         WHEREAS the Indemnifier and the Tenant have requested the Landlord to
enter into a lease (the "Lease") dated __, 19__, between it as landlord and
__________ as tenant (the "Tenant") relating to premises in the building known,
or to be known, as __________ and the Landlord has agreed to do so only if the
Indemnifier executes and delivers this agreement under seal in favour of the
Landlord;

         NOW THEREFORE for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the Indemnifier), the
Indemnifier hereby agrees with the Landlord as follows:

         (a)      the Indemnifier shall indemnify and save the Landlord harmless
                  from all damages and costs incurred by the Landlord if, during
                  the period which is expressed by Section 3.01 of the Lease to
                  be its term, or any renewal thereof, the Landlord does not
                  receive any amount payable by the Tenant under the Lease for
                  such period which, if the Lease were in full force and effect
                  and good standing, would be payable under the Lease;

         (b)      if the Tenant defaults in the payment of any amount payable
                  under the Lease or in the due performance of any other
                  obligation of the Tenant under the Lease the Indemnifier shall
                  forthwith upon demand by the Landlord pay to the Landlord any
                  amount so payable and all damages that may arise upon the
                  default by the Tenant in the payment thereof or in the due
                  performance of any such obligation;

         (c)      the Indemnifier shall be jointly and severally bound with the
                  Tenant to the Landlord for the performance of the obligations
                  of the Tenant under the Lease, and its liability shall be that
                  of a direct and primary obligor and not merely that of a
                  surety;

         (d)      if the Tenant defaults under the Lease the Landlord may
                  proceed against the Indemnifier as if it were the Tenant,
                  without waiving any of its rights against the Tenant and
                  without any requirement that the Landlord shall first have
                  proceeded against the Tenant or had recourse to or exhausted
                  any of its remedies against the Tenant;

         (e)      the obligations of the Indemnifier and the rights of the
                  Landlord hereunder shall not be affected or in any way
                  prejudiced or impaired by any delay, neglect or forbearance
                  by the Landlord in enforcing performance by the Tenant of its
                  obligations under the Lease or by the granting by the Landlord
                  to the Tenant of any extension of time or by any waiver by the
                  Landlord of any of the Tenant's obligations or by any
                  assignment or sublease or other dealing by the Tenant with

<PAGE>

                                       E-2

                  the Lease or the premises whether with or without the consent
                  of the Landlord or by any want of notice to the Indemnifier or
                  by any dealing between the Landlord and the Tenant with or
                  without notice to the Indemnifier or by any dealing between
                  the Landlord and the Tenant with or without notice to the
                  Indemnifier whereby the respective obligations and rights of
                  either the Landlord or the Tenant are amended including any
                  amendment of the Lease or by any other act or failure to act
                  by the Landlord which would release, discharge or affect the
                  obligations of the Indemnifier if it were a mere surety, and
                  with the intent that this indemnity shall not be released or
                  affected or the rights of the Landlord hereunder in any way
                  impaired until such time as all the obligations of the Tenant
                  under the Lease have been fully performed and satisfied;

         (f)      the obligations of the Indemnifier hereunder shall not be
                  released, discharged or affected by the bankruptcy or
                  insolvency of the Tenant or any disclaimer by any trustee in
                  bankruptcy of the Tenant or by the Tenant ceasing to exist
                  (whether by winding-up, forfeiture, cancellation or surrender
                  of charter, or any other circumstance) or by any event
                  terminating the Lease including a re-entry or termination
                  pursuant to Section 14.02 of the Lease; if a re-entry or
                  termination shall occur under any such provisions the Landlord
                  may requi re the Indemnifier to enter into a lease of the
                  premises as a tenant upon the terms and conditions of the
                  Lease for the unexpired residue of the term of the Lease;

         (g)      the obligations of the Indemnifier hereunder may be assigned
                  by the Landlord, will benefit and be enforceable by the
                  successors and assigns of the Landlord and shall bind the
                  heirs, executors and legal representatives and the successors
                  and assigns of the Indemnifier; and

         (h)      the grammatical changes required to make the provisions of
                  this agreement apply in the plural sense where the Indemnifier
                  comprises more than one person and to corporations, firms,
                  partnerships, or individuals male or female, will be assumed
                  as though in each case fully expressed, and if the Indemnifier
                  consists of more than one person, the agreements of the
                  Indemnifier shall be deemed to be joint and several agreements
                  of each such person; and

         (i)      this agreement shall be governed by the laws of the Province
                  of Ontario.

                  The Indemnifier acknowledges receipt of a copy of the Lease
and covenants, represents and warrants that it has full power, capacity and
authority to enter into this agreement and to perform its obligations
hereunder and that the person(s) who have executed this agreement on behalf
of the Indemnifier have the authority to bind the Indemnifier. Whenever any
reference is made herein to the Lease or the obligations of the Tenant
thereunder, such reference shall be deemed to include all amendments and
modifications to the Lease and any change of or increase in the Tenant's
obligations thereunder, including without limitation those which result from
the exercise by the Tenant of any option to lease additional premises or the
exercise by the Tenant of any right to extend or renew the term of the Lease
as provided therein, any and all agreements and instruments executed by the
Tenant concurrently with the Lease or pursuant thereto and which relate to
the Premises, and shall be deemed to include the Tenant's obligations under
such agreements and instruments, including without limitation any agreement
with respect to the work to be performed by the Tenant or by the Landlord on
its behalf with respect to the construction of leasehold improvements and
fixtures in the Premises, any parking agreement, any agreement with respect
to storage facilities and any agreement with respect to the assumption by the
Landlord of the Tenant's existing lease obligations elsewhere.

                  In witness whereof the Indemnifier has executed this
                           agreement under seal.

                                                     Per: _____________________


<PAGE>

                                       E-3

                                   CERTIFICATE

___________________________1, 199__

170 University (Toronto) Partnership, by its Asset Manager
Gentra Canada Investments Inc.
70 York Street
Suite 1400
Toronto, Ontario
M5J 1S9

Attention: The Asset Manager, 170 University Avenue

Dear Sirs:

Re:      Promis Systems Corporation Ltd.
         LEASE AT 170 UNIVERSITY AVENUE

This letter shall confirm that effective ____________________1, 199_, Promis
Systems Corporation Ltd. (the "Corporation") is not currently in material
default of any of the obligations of the Corporation and does not anticipate a
material default of any obligations of the Corporation in the next 30 days.

Yours truly,

Chief Financial Officer