Exhibit 10.40


OFFICE SPACE LEASE


DUNDEAL
CANADA (GP) INC.


Landlord


 


- and -


I.W.
SYSTEMS CANADA COMPANY


Tenant


 


UNIT
110


975
ST. JOSEPH BOULEVARD, GATINEAU, QC


Rentable
Area:  approximately 10,781 square feet


 


Date:  June 1,
2006
















INDEX


	
  PART 1 – BASIC INFORMATION

  
	
   

  
	
  1.1

  	
  Landlord

  
	
  1.2

  	
  Tenant

  
	
  1.3

  	
  Indemnifier

  
	
  1.4

  	
  Building

  
	
  1.5

  	
  Premises

  
	
  1.6

  	
  Use

  
	
  1.7

  	
  Term

  
	
  1.8

  	
  Commencement Date

  
	
  1.9

  	
  Gross Rent

  
	
  1.10

  	
  Additional Rent

  
	
  1.11

  	
  Prepaid Rent

  
	
  1.12

  	
  Deposit

  
	
  1.13

  	
  Rent Commencement Date

  
	
  1.14

  	
  Basic Information

  
	
   

  	
   

  
	
  PART 2 – BASIC
  TERMS AND PRINCIPLES

  
	
   

  	
   

  
	
  2.1

  	
  Lease

  
	
  2.2

  	
  Grant

  
	
  2.3

  	
  Basic Covenants

  
	
   

  	
   

  
	
  PART 3 – USE OF
  PREMISES

  
	
   

  	
   

  
	
  3.1

  	
  Use

  
	
  3.2

  	
  Abandonment

  
	
  3.3

  	
  Operating Standards

  
	
  3.4

  	
  Compliance with Laws

  
	
  3.5

  	
  No Waste or Nuisance

  
	
  3.6

  	
  Common Areas

  
	
  3.7

  	
  Easements

  
	
   

  	
   

  
	
  PART 4 – TERM –
  POSSESSION

  
	
   

  	
   

  
	
  4.1

  	
  Term

  
	
  4.2

  	
  Tenant Fixturing

  
	
  4.3

  	
  Early Occupation

  
	
  4.4

  	
  Delayed Possession

  
	
  4.5

  	
  Surrender

  
	
  4.6

  	
  Overholding

  
	
  4.7

  	
  Effect of Termination

  
	
  4.8

  	
  Acceptance of Premises

  
	
   

  	
   

  
	
  PART 5 – RENT

  
	
   

  	
   

  
	
  5.1

  	
  Payment

  
	
  5.2

  	
  Gross Rent

  
	
  5.3

  	
  Deposit

  
	
  5.4

  	
  Additional Rent

  
	
  5.5

  	
  Utilities

  
	
  5.6

  	
  Additional Services

  



 


 


	
  

  	
  Tenant

  	
  Landlord

  



 



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  5.7

  	
  General Provisions

  
	
   

  	
   

  
	
  PART 6 – TAXES

  
	
   

  	
   

  
	
  6.1

  	
  Taxes Payable by Landlord

  
	
  6.2

  	
  Business and Other Taxes Payable by Tenant

  
	
  6.3

  	
  Allocation of Realty Taxes to Premises

  
	
  6.4

  	
  Allocation of Realty Taxes to Common Areas

  
	
  6.5

  	
  Contesting Taxes

  
	
  6.6

  	
  Alternate Methods of Taxation

  
	
  6.7

  	
  Other Taxes

  
	
   

  	
   

  
	
  PART 7 –
  MAINTENANCE, REPAIRS AND ALTERATIONS

  
	
   

  	
   

  
	
  7.1

  	
  Responsibility of Tenant

  
	
  7.2

  	
  Responsibility of Landlord

  
	
  7.3

  	
  Inspection, Entry and Notice

  
	
  7.4

  	
  Alterations or Improvements

  
	
  7.5

  	
  Removal and Restoration

  
	
  7.6

  	
  External Changes

  
	
  7.7

  	
  Trade Fixtures

  
	
  7.8

  	
  Tenant’s Signs

  
	
  7.9

  	
  Landlord’s Signs

  
	
   

  	
   

  
	
  PART 8 –
  STANDARD SERVICES AND ALTERATIONS

  
	
   

  	
   

  
	
  8.1

  	
  Operation of Building

  
	
  8.2

  	
  Services to Premises

  
	
  8.3

  	
  Building Services

  
	
  8.4

  	
  Utilities

  
	
  8.5

  	
  Limitation

  
	
  8.6

  	
  Landlord’s Alterations

  
	
  8.7

  	
  Interruption or Delay of Services

  
	
  8.8

  	
  Public Policy

  
	
  8.9

  	
  Security Information

  
	
   

  	
   

  
	
  PART 9 –
  DISPOSITIONS BY TENANT

  
	
   

  	
   

  
	
  9.1

  	
  Transfers

  
	
  9.2

  	
  Additional Requirements

  
	
  9.3

  	
  No Release

  
	
  9.4

  	
  Costs

  
	
  9.5

  	
  No Advertising

  
	
   

  	
   

  
	
  PART 10 –
  INSURANCE AND INDEMNIFICATION

  
	
   

  	
   

  
	
  10.1

  	
  Tenant’s Insurance

  
	
  10.2

  	
  Policy Requirements

  
	
  10.3

  	
  Proof of Insurance

  
	
  10.4

  	
  Failure to Maintain

  
	
  10.5

  	
  Damage to Leasehold Improvements

  
	
  10.6

  	
  Increase in Insurance Premiums/Cancellation

  
	
  10.7

  	
  Landlord’s Insurance

  
	
  10.8

  	
  Non-Liability for Loss, Injury or Damage

  



 


 


	
  

  	
  Tenant

  	
  Landlord

  



 



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  10.9

  	
  Indemnification of Landlord

  
	
  10.10

  	
  Extension of Rights and Remedies

  
	
   

  	
   

  
	
  PART 11 – DAMAGE

  
	
   

  	
   

  
	
  11.1

  	
  Damage to Premises

  
	
  11.2

  	
  Damage to the Building

  
	
  11.3

  	
  Architect’s Certificate

  
	
  11.4

  	
  Limitation on Landlord’s Liability

  
	
   

  	
   

  
	
  PART 12 – LANDLORD’S
  REMEDIES

  
	
   

  	
   

  
	
  12.1

  	
  Landlord May Perform Tenant’s Covenants

  
	
  12.2

  	
  Re-Entry

  
	
  12.3

  	
  Right to Distrain

  
	
  12.4

  	
  Landlord May Follow Chattels

  
	
  12.5

  	
  Rights Cumulative

  
	
   

  	
   

  
	
  PART 13 –
  ADDITIONAL PROVISIONS

  
	
   

  	
   

  
	
  13.1

  	
  Landlord Default

  
	
  13.2

  	
  Relocation

  
	
  13.3

  	
  Demolition

  
	
  13.4

  	
  Effect of Termination

  
	
   

  	
   

  
	
  PART 14 –
  TRANSFERS BY LANDLORD

  
	
   

  	
   

  
	
  14.1

  	
  Sales, Conveyance and Assignment

  
	
  14.2

  	
  Effect of Sale, Conveyance or Assignment

  
	
  14.3

  	
  Subordination

  
	
  14.4

  	
  Attornment

  
	
  14.5

  	
  Nondisturbance

  
	
  14.6

  	
  Effect of Attornment

  
	
  14.7

  	
  Execution of Instrument

  
	
   

  	
   

  
	
  PART 15 –
  MISCELLANEOUS

  
	
   

  	
   

  
	
  15.1

  	
  Certification

  
	
  15.2

  	
  Rights of Mortgagees

  
	
  15.3

  	
  Joint and Several Liability

  
	
  15.4

  	
  Landlord and Tenant Relationship

  
	
  15.5

  	
  No Waiver

  
	
  15.6

  	
  Expropriation

  
	
  15.7

  	
  Additional Costs

  
	
  15.8

  	
  Notice

  
	
  15.9

  	
  Non Merger

  
	
  15.10

  	
  Lease Entire Agreement

  
	
  15.11

  	
  Registration

  
	
  15.12

  	
  Name of Building and Complex

  
	
  15.13

  	
  Governing Law

  
	
  15.14

  	
  Survival of Tenant’s Covenants

  
	
  15.15

  	
  Quite Enjoyment

  
	
  15.16

  	
  Severability

  
	
  15.17

  	
  Amendments

  



 


 


	
  

  	
  Tenant

  	
  Landlord

  



 



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  15.18

  	
  Assigns

  
	
  15.19

  	
  Status of Manager

  
	
  15.20

  	
  Acceptance by Tenant

  



 


	
  Schedule 1

  	
  –

  	
  Legal Description

  
	
  Schedule 2

  	
  –

  	
  Floor Plan

  
	
  Schedule 3

  	
  –

  	
  Definitions

  
	
  Schedule 4

  	
  –

  	
  Operating Standards

  
	
  Schedule 5

  	
  –

  	
  INTENTIONALLY DELETED

  
	
  Schedule 6

  	
  –

  	
  INTENTIONALLY DELETED

  
	
  Schedule 7

  	
  –

  	
  Indemnity

  
	
  Schedule 8

  	
  –

  	
  Determination of Rentable Area

  
	
  Schedule 9

  	
  –

  	
  Special Provisions

  



 


 


	
  

  	
  Tenant

  	
  Landlord

  



 



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OFFICE SPACE LEASE


THIS LEASE is made as of
the1st day of June, 2006,


between Landlord and
Tenant listed below.


PART 1 -  BASIC
INFORMATION


	
  1.1

  	
  Landlord:

  	
  Name:

  	
  Dundeal Canada (GP) Inc.

  
	
   

  	
   

  	
  Address:

  	
  222 Queen Street, Suite 300

  
	
   

  	
   

  	
   

  	
  Ottawa, Ontario, K1P 5V9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phone No.:

  	
  613 234-4416

  
	
   

  	
   

  	
  Fax No.:

  	
  613 234-5640

  
	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
  Tenant:

  	
  Name:

  	
  I.W. Systems Canada Company

  
	
   

  	
   

  	
  Address:

  	
  110 – 975 St.Joseph Boulevard, Gatineau, QC J8Z 1W8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phone No.:

  	
  819-772-7600

  
	
   

  	
   

  	
  Fax No.:

  	
  819-772-7640

  
	
   

  	
   

  	
   

  	
   

  
	
  1.3

  	
  Indemnifier:

  	
  Name:

  	
  N/A

  
	
   

  	
   

  	
  Address:

  	
  N/A

  
	
   

  	
   

  	
  Phone No.:

  	
  N/A

  
	
   

  	
   

  	
  Fax No.:

  	
  N/A

  



 


1.4                                 Building:  975 St-Joseph  and
situate upon the lands described in Schedule 1 to this Lease.


1.5                                 Premises: The area outlined on Schedule 2 to this Lease,
located on the GROUND floor of the
Building and having a Rentable Area of approximately 10,781 square feet.


1.6                                 Use:  The
Premises may not be used for any purpose other than as a first class business
office in connection with Tenant’s business of Advance Technology Solutions.


1.7                                 Term: Three (3)
years


1.8                                 Commencement
Date:
June 1,
2006


1.9                                 Gross Rent:  Two Hundred Fifteen Thousand Six Hundred and Twenty
Dollars ($215,620.00) per annum, computed at the annual rate of Twenty Dollars ($20.00) per square foot of
Rentable Area, and payable monthly in advance in the amount of Seventeen Thousand Nine Hundred Sixty-Eight Dollars
and Thirty-Three Cents ($17,968.33) per month commencing on the Rent
commencement Date, plus GST.


1.10                           Additional
Rent:  The following additional payments
are payable as rent as of and from the Rent Commencement Date:


.1               INTENTIONALLY DELETED


 


	
  

  	
  Tenant

  	
  Landlord

  



 



 1
 









.2               INTENTIONALLY DELETED


.3               Additional Services.


1.11                           Prepaid  Rent: 
Landlord acknowledges receipt of the sum of  N/A  to
be applied to the rent accruing  for the N/A  months of the Term.


1.12                           Deposit: 
Landlord acknowledges that Tenant has deposited N/A with Landlord to be applied as provided
in this Lease.


1.13                           Rent  Commencement  Date: 
June 1, 2006


1.14                           Basic  Information: 
Each reference in this Lease to any portion of the Basic Information
shall incorporate the specific information described above.  Certain words and phrases recurring throughout
this Lease have defined meanings as set out in Schedule 3 to this Lease, unless
the subject matter or context requires otherwise.


PART 2 -  BASIC TERMS AND
PRINCIPLES


2.1                                 Lease:  This
is a lease as well as a business contract. 
Each provision of this Lease applicable to each party although not
expressed as a covenant, shall be construed to be a covenant of such party for
all purposes.


2.2                                 Grant:  In
consideration of the rents to be paid and the covenants contained in this
Lease, Landlord leases the Premises to Tenant and Tenant leases and accepts the
Premises from Landlord, to have and to hold the Premises during the Term, at
the rent, subject to the conditions and limitations and in accordance with the
covenants contained in this Lease.


2.3                                 Basic  Covenants: 
Landlord covenants to observe and perform all of the terms and
conditions to be observed and performed by Landlord under this Lease.  Tenant covenants to pay the Rent when due
under this Lease, and to observe and perform all of the terms and conditions to
be observed and performed by Tenant under this Lease.


PART 3 -  USE OF PREMISES


3.1                                 Use:  Tenant covenants to use the Premises only as specified in section 1.6 in
accordance with the Operating Standards and the standards of comparable office
buildings in the municipality.  Tenant
shall take possession of the Premises no later than the Commencement Date,
unless Landlord otherwise consents in writing.


3.2                                 Abandonment:  Tenant
will not vacate or abandon the Premises at any time during the Term without
Landlord’s prior written consent, which consent may be unreasonably or
arbitrarily withheld.  If Tenant, without
Landlord’s prior written consent, vacates, or abandons the Premises, or fails
to conduct its business therein, or uses or permits or suffers the use of the
Premises for any purpose not specifically herein authorized, Tenant will be in
breach of Tenant’s obligations under this Lease, and then without constituting
a waiver of Tenant’s obligations or limiting Landlord’s remedies hereunder, all
Rent reserved in this Lease will immediately become due and payable to Landlord
unless payment thereof is guaranteed to the satisfaction of Landlord.


3.3                                 Operating  Standards: 
Tenant shall comply with the Operating Standards.  Landlord may from time to time make other
rules and regulations to amend and supplement the Operating Standards and which
relate to the operation, use, reputation, safety, care or cleanliness of the
Building and the Premises, the operation and maintenance of buildings and
equipment, the use of Common Areas, and any other matters affecting the
operation and use of the Building and conduct of business in the Premises and
which may differentiate between different types of businesses.


 


	
  

  	
  Tenant

  	
  Landlord

  



 



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3.4                                 Compliance  with  Laws: 
Tenant is responsible at all times to comply with and to keep the
Premises, the Leasehold Improvements and Trade Fixtures in compliance and
accordance with the requirements of all applicable laws, directions, rules,
regulations or codes of Landlord and every Authority having jurisdiction and of
any insurer by which Landlord or Tenant is insured and affecting the
construction, operation, condition, maintenance, use or occupation of the
Premises or the making of any repair or alteration including, without
limitation, compliance with each Environmental Law and any agreements with
adjoining owners and or third parties affecting the Premises and the
Building.  Tenant shall not allow or
cause any act or omission to occur in or about the Premises which may result in
an illegal or prohibited use or causes any breach of or non-compliance with
such laws, directions, rules, regulations and codes.  If, due to Tenant’s acts, omissions or use of
the Premises, repairs, alterations or improvements to the Premises or the
Building are necessary to comply with any of the foregoing or with the
requirements of insurance carriers, Tenant will pay the entire cost
thereof.  Before being permitted to take
possession of the Premises, and at any time and from time to time thereafter
within ten (10) days after Landlord’s request, Tenant shall provide a true and
complete copy of all environmental permits and compliance certificates for the
Tenant’s permitted business operations and all other activities by Tenant at,
upon or about the Premises required and/or issued by any Authority pursuant to
any Environmental Law.


3.5                                 No  Waste  or  Nuisance: 
Tenant shall not commit or permit any waste or damage to the Premises or
the Building, or commit or permit anything which may disturb the quiet
enjoyment of any occupant of the Building or which may interfere with the
operation of the Building.  Tenant will
not cause or permit any nuisance or hazard in or about the Premises and Tenant
will not permit the storage of any Contaminant or any Discharge in or about the
Premises or the Building and will keep the Premises free of Contaminants,
debris, trash, rodents, vermin and anything of a dangerous, noxious or
offensive nature or which could create a fire hazard (through undue load on
electrical circuits or otherwise) or undue vibration, heat or any noxious or strong
noises or odours or anything which may disturb the enjoyment of the Building
and the Common Areas by customers and other tenants of the Building.  Without limiting the generality of the
foregoing:  (a) Tenant shall not use or
permit the use of any equipment or device such as, without limitation,
loudspeakers, stereos, public address systems, sound amplifiers, radios,
televisions, VCR’s or DVD’s which is in any manner audible or visible outside
of the Premises; and (b) no noxious or strong odours shall be allowed to
permeate outside the Premises; and (c) no boot trays or other items may be
placed outside the Premises; in each case without the prior written consent of
Landlord which may be arbitrarily withheld or withdrawn on 24 hours notice to
Tenant.


3.6                                 Common  Areas:  Landlord
agrees that Tenant, in common with all others entitled thereto including the
general public in concourse areas, may use and have access through the Common
Areas for their intended purposes during Normal Business Hours only; provided
however, that in an emergency or in the case of Landlord making repairs,
Landlord may temporarily close or restrict the use of any part of the Common
Areas, although Landlord shall, in such instances, endeavour not to prevent
access to the Premises.


3.7                                 Easements:  Tenant
acknowledges that Landlord and any persons authorized by Landlord may install,
maintain and repair pipes, wires and other conduits or facilities through the
Common Areas and the Premises.  Any such
installing, maintaining and repairing shall be done as quickly as possible and
in a manner that will minimize inconvenience to Tenant to the extent reasonably
possible in the circumstances.


PART 4 -  TERM -
POSSESSION


4.1                                 Term:  This
Lease shall be for the Term set out in section 1.7 unless earlier terminated as
provided in this Lease, and nothing hereafter contained in this Part 4 shall
postpone the Commencement Date, or extend the Term.


4.2                                 Tenant  Fixturing: 
Should Landlord permit Tenant to take possession of the Premises for
purposes of fixturing or installing its Leasehold Improvements prior to the
Commencement Date, then all of the terms and conditions of this Lease, except
for payment of Basic Rent, shall be in full force and effect as of the date
Tenant takes such possession, and Tenant shall reimburse Landlord for the cost
of any Additional Services provided during the fixturing period, including the
cost of cleaning and rubbish removal, and any Utilities consumed in the
Premises.


 


	
  

  	
  Tenant

  	
  Landlord

  



 



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4.3                                 Early  Occupation: 
If Tenant begins to conduct business in all or any portion of the
Premises before the Commencement Date, Tenant will pay to Landlord on the
Commencement Date a rental in respect thereof for the period from the date
Tenant begins to conduct business in all or any part of the Premises to the
Commencement Date, which rental will be that proportion of Rent for the first
year which the number of days in such period bears to 365 and all other
provisions of this Lease will be applicable during such period, except where
clearly inappropriate.


4.4                                 Delayed  Possession: 
If Landlord is delayed for any reason in delivering possession of all or
any portion of the Premises to Tenant on or before the Commencement Date, then
Tenant will take possession of the Premises on the date when Landlord delivers
possession of all of the Premises, which date will be conclusively established
by notice from Landlord to Tenant at least five (5) days before such date.  This Lease will not be void or voidable nor
will the Term be extended nor will Landlord be liable to Tenant for any loss or
damage resulting from any delay in delivering possession of the Premises to
Tenant, but no Rent will be payable by Tenant (unless such delay is principally
caused by or attributable to Tenant, its employees, servants, agents or
contractors), for the period prior to the date on which Landlord can so deliver
possession of all of the Premises, unless Tenant elects to take possession of a
portion of the Premises whereupon Rent will be payable in respect of such
portion from the date such possession is so taken.


4.5                                 Surrender:  Tenant
shall surrender possession of the Premises upon termination of this Lease by
expiration of the Term or operation of the terms hereof, in good and
substantial repair and condition as required by this Lease.


4.6                                 Overholding:  If
Tenant remains in possession of the Premises following termination of this
Lease by expiration of the Term or operation of the terms hereof, with or
without objection by Landlord, and without any written agreement otherwise
providing, Tenant shall be deemed to be a monthly tenant upon the same terms
and conditions as are contained in this Lease except as to the Term, and except
as to Gross Rent which shall be equal to the greater of:  (a) twice the Gross Rent payable in the last
year of the Term or any renewal term, or (b) the then prevailing rate charged
by Landlord in the Building.  This
provision shall not authorize Tenant to so overhold where Landlord has
objected.


4.7                                 Effect  of  Termination: 
The expiry or termination of this Lease whether by elapse of time or by
the exercise of any right of either Landlord or Tenant pursuant to this Lease
shall be without prejudice to the right of Landlord to recover arrears of rent
and the right of each party to recover damages for an antecedent default by the
other.


4.8                                 Acceptance  of  Premises: 
Taking possession of all or any portion of the Premises by Tenant will
be conclusive evidence as against Tenant that the Premises or such portion
thereof are in satisfactory condition on the date of taking possession, subject
only to latent defects and to those deficiencies (if any) listed in writing in
a notice delivered by Tenant to Landlord not more than ten days after the date
of taking possession.


PART 5 -  RENT


5.1                                 Payment:  From
and after the Rent Commencement Date, Tenant shall pay to Landlord the Gross
Rent and the Additional Rent.  Tenant
covenants to pay rent without any deduction, abatement or set off except as
specified in this section.  All rent in
arrears shall bear interest at the Interest Rate from the date on which the
same became due until the date of payment. 
Except as provided in sections 11.1 or 11.2 or by reason of a decision
by Landlord to terminate this Lease pursuant to Part 11, damage to or destruction
of all or any portion of the Premises or the Building shall not terminate this
Lease nor entitle Tenant to surrender the Premises, nor in any way affect
Tenant’s obligation to pay rent.  Tenant
agrees to deliver to Landlord at the time and for the period requested from
time to time by Landlord monthly post-dated cheques in amounts conforming with
the monthly Gross Rent payments, plus any Additional Rent payments estimated by
Landlord in advance.  Alternatively, if
and to the extent Landlord so requires, rent will be paid to Landlord, at
Tenant’s expense, by an automated debiting system, under which payments are
deducted from Tenant’s bank account and credited to Landlord’s bank account on
the due date, without prejudice to any other right or remedy of Landlord;
otherwise rent will be 


 


	
  

  	
  Tenant

  	
  Landlord

  




 4
 









paid to Landlord at the
address of Landlord set forth in section 1.1, or to such other person or at
such other address as Landlord may from time to time designate in writing.  Tenant’s obligations to pay rent will survive
the expiration or earlier termination of this Lease.


5.2                                 Gross Rent:  Tenant
shall pay Gross Rent in the amount set out in section 1.9, without demand in
advance in equal consecutive monthly instalments on the first of each month
commencing on the Rent Commencement Date. 
Rent is subject to adjustment upon measurement of the actual Rentable
Area of the Premises by Landlord.


5.3                                 Deposit:  Tenant shall pay to Landlord a security deposit in the amount specified
in section 1.12 to be held by Landlord as security for Tenant’s performance of
its covenants under this Lease.  No
interest shall accrue or be payable to Tenant in respect of the deposit.  If Tenant shall be in default of any such
covenant, Landlord may appropriate and apply such portion of the security
deposit as Landlord considers necessary to compensate it for rent outstanding
or loss or damage suffered by Landlord arising out of or in connection with
such default.  When requested by Landlord
following any such appropriation Tenant shall pay to Landlord an amount
sufficient to restore the original amount of the security deposit.  Tenant shall not assign or encumber its
interest in the security deposit, and Landlord shall not be bound by any
attempted assignment or encumbrance of the security deposit, except in the case
of any permitted Transfer of the Lease, in which case Tenant’s interest in the
security deposit shall be deemed to have been assigned to such permitted
transferee as of the date of such Transfer. 
So much of the deposit as remains unappropriated by Landlord shall be
returned to Tenant within 60 days after expiry of the Term so long as Tenant
has surrendered the Premises in accordance with all requirements of this Lease,
otherwise the deposit shall be forfeited to Landlord as liquidated damages,
without prejudice to any other right or remedy available to Landlord.


5.4                                 Additional  Rent: 
From and after the
Rent Commencement Date, or such earlier date specified in this Lease, Tenant
shall pay to Landlord, or to others if any sums are required by the terms of
this Lease to be paid to anyone other than Landlord, further annual rent for
the Premises equal to the aggregate of the following amounts:


.1                                       INTENTIONALLY DELETED


.2                                       INTENTIONALLY DELETED


.3                                       INTENTIONALLY DELETED


.4                                       All charges for heat, water, gas, electricity
or any other Utilities used or consumed in the Premises which are not supplied
to Tenant by or through Landlord,


.5                                       All charges for Additional Services,


.6                                       INTENTIONALLY DELETED.


5.5                                 Utilities: 
INTENTIONALLY DELETED.


5.6                                 Additional  Services:


.1                                       Tenant may from time to time be provided with
or request Additional Services from Landlord and Tenant shall pay to Landlord,
Landlord’s charge for such Additional Services plus 15% of such charge to cover
Landlord’s cost of administration, payable forthwith upon delivery of Landlord’s
invoice therefor.


.2                                       Tenant shall not install in the Premises
equipment or Utilities (including telephone, telecommunication or other
information technology equipment) which may or does overload any Utilities or
which generates sufficient heat to affect the temperature otherwise maintained
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normally operated.  Landlord may install supplementary HVAC
units, facilities or services in the Premises, or modify the HVAC Facilities,
as may in Landlord’s reasonable opinion be required to maintain proper
temperature levels, and Tenant shall pay Landlord, within ten days of receipt
of any invoice, for the cost thereof, including, without limitation,
installation, operation and maintenance expenses, plus 15% of such cost to
cover Landlord’s costs of administration.


5.7                                 General  Provisions:


.1                                       No Delay in Payment of Rent: 
Nothing contained in this Lease shall suspend or delay the payment of
any money by Tenant at the time it becomes due and payable.  Tenant agrees that Landlord may, at its
option, apply any sums received against any amounts due and payable under this
Lease in such manner as Landlord sees fit. 
No payment by Tenant, or receipt by Landlord, of a lesser amount than
the Rent due hereunder will be deemed to be other than on account of the
earliest stipulated Rent, nor will any endorsement or statement on any cheque
or any letter accompanying any cheque, or payment as Rent, be deemed an accord
and satisfaction, and Landlord may accept such cheque or payment without
prejudice to Landlord’s right to recover the balance of such Rent or pursue any
other remedy available to Landlord.


.2                                       Interest on Arrears:  If any
amount of Rent is in arrears it shall bear interest at the Interest Rate.


.3                                       Partial Periods:  If the
Rent Commencement Date is any day other than the first day of a calendar month,
or if the Term ends on a day other than the last day of a calendar month, then
Gross Rent and Additional Rent, as the case may be, will be adjusted for the
months affected, pro rata, based on a 365 day year.


.4                                       Estimated Amounts: 
INTENTIONALLY DELETED


.5                                       Statements: 
INTENTIONALLY DELETED


.6                                       General:  All amounts
payable by Tenant to Landlord pursuant to this Lease shall be deemed to be
Rent.  All Rent shall be paid in lawful
money of Canada.


.7                                       Allocations:  Where
any amount, cost or expense is to be determined, allocated, apportioned or
attributed under any provision of this Lease, Landlord shall do so and shall
act reasonably in determining and applying criteria which are relevant to doing
so and Landlord may retain engineering, accounting, legal and other
professional consultants to assist and advise in doing so.


PART 6 -  TAXES


6.1                                 Taxes  Payable  by  Landlord: 
Landlord shall pay all Realty Taxes in the first instance, unless levied
or imposed directly against Tenant or the Premises.


6.2                                 Business  and  Other  Taxes  Payable by  Tenant:  Tenant
shall pay before delinquency all Business Taxes, and any other taxes, charges,
rates, duties and assessments levied, rated, imposed, charged or assessed
against or in respect of any use, occupancy or conduct of business at the
Premises or in respect of the Leasehold Improvements, Trade Fixtures, Tenant
Property, or the business or income of Tenant on or from the Premises or rent
payable under this Lease.  Tenant shall
pay to Landlord any increase or incremental amount of Realty Taxes or other
taxes which Landlord, acting reasonably, has determined to be attributable to
an act by Tenant (for example declaring itself a separate school supporter) or
attributable to the Leasehold Improvements, Trade Fixtures and Tenant Property.


6.3                                 Allocation
of Realty Taxes to Premises:  INTENTIONALLY DELETED


6.4                                 Allocation
of Realty Taxes to Common Areas:  INTENTIONALLY DELETED


 


	
  

  	
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6.5                                 Contesting  Taxes: 
INTENTIONALLY DELETED


6.6                                 Alternate
Methods of Taxation:  INTENTIONALLY DELETED


6.7                                 Other Taxes:  Tenant
shall pay upon demand, any Rental Taxes or other similar taxes imposed by an
Authority upon Landlord or Tenant, including a proportionate share of the
Non-Residential Immovable Tax.


PART 7 -  MAINTENANCE,
REPAIRS AND ALTERATIONS


7.1                                 Responsibility
of Tenant:  Without notice or demand from Landlord and
except to the extent that Landlord is specifically responsible therefor under
this Lease, Tenant will maintain the Premises, the Leasehold Improvements and
the Trade Fixtures and all improvements therein (whether or not such
improvements were installed or furnished by Tenant) in good order and condition
all as a careful owner would do, including without limitation:


.1                                       making repairs, replacements and alterations as
needed, including those necessary to comply with the requirements of any
Authority,


.2                                       removing all debris and refuse in accordance
with the Operating Standards.


.3                                       maintaining and keeping in a good state of
repair, the Leasehold Improvements, the Trade Fixtures and any signage, or
other fixtures, attachments or installations in any part of the Building
permitted by this Lease to be installed by or on behalf of Tenant, whether or
not located in the Premises.


.4                                       keeping the Premises in a clean and tidy
condition, and not permitting wastepaper, garbage, ashes, waste or
objectionable material to accumulate thereon or in or about the Building, other
than in areas and in a manner designated by Landlord.


.5                                       repairing all damage in the Premises resulting
from any misuse, excessive use or installation, alteration, or removal of
Leasehold Improvements, Trade Fixtures, fixtures, furnishings or equipment.


Tenant will promptly notify
Landlord of any damage to or defect in any part of the Premises, or in any
equipment or utility system serving the Premises, of which Tenant becomes aware
notwithstanding that Landlord may have no obligation with regard thereto.


7.2                                 Responsibility
of Landlord:  Subject to Part 11, Landlord shall maintain
and keep in a good state of repair:


.1                                       the Building structure, roof, and permanent
building walls (except for interior faces facing into the Premises),


.2                                       the HVAC Facilities,


.3                                       systems and equipment installed by Landlord for
the supply and distribution of Utilities,


.4                                       the Common Areas including the elevators,


.5                                       Landlord’s Improvements in the Premises, and


.6                                       damage from causes against which Landlord has
agreed to insure, as primary insurer.


The following provisions limit
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.7                                       if all or part of such systems, facilities and
equipment are destroyed, damaged or impaired, Landlord will have a reasonable
time in which to complete the necessary repair or replacement, and during that
time will be required only to maintain such services as are reasonably possible
in the circumstances,


.8                                       Landlord may temporarily discontinue such
services or any of them at such times as may be necessary due to Unavoidable
Delay,


.9                                       Landlord will use reasonable diligence in
carrying out its obligations under this section 7.2, but will not be liable
under any circumstances for any consequential damage to any person (including,
without limitation, Tenant) or to any property for any failure to do so,


.10                                 no reduction or discontinuance of Landlord
services will be construed as an eviction of Tenant or release Tenant from any
obligation of Tenant under this Lease, and


.11                                 nothing contained herein will derogate from the
provisions of Part 11.


7.3                                 Inspection,
Entry and Notice:


.1                                       Tenant will permit Landlord and its authorized
agents, employees, consultants and contractors to enter upon the Premises at
any time or times to examine, measure and inspect the Premises, to show the
Premises to prospective tenants, mortgagees or purchasers, to provide
janitorial and maintenance services and to make all repairs, alterations,
changes, adjustments, improvements or additions to the Premises or the Building
including the Building systems that Landlord considers necessary or desirable,
whether for the direct benefit of the Premises or where necessary to serve
another part of the Building.  For these
purposes, Landlord may take all material into and upon the Premises that is
required therefor and may have access to the overhead conduits and access
panels and shafts and Landlord may check, calibrate, adjust and balance
controls and other parts of the Building systems and facilities including the
HVAC Facilities.  The Rent required to be
paid pursuant to this Lease will not abate or be reduced while any such repairs,
alterations, changes, adjustments, improvements or additions are being made due
to loss or interruption of Tenant’s business. 
Tenant will not obstruct pipes, conduits, ducts or shafts or other parts
of the Building systems so as to prevent access to them by Landlord.  Tenant will provide free and unhampered
access for the above purposes and will not be entitled to compensation for any
damages, inconvenience, nuisance or discomfort caused thereby, but Landlord in
exercising its rights under this section will make reasonable efforts to
minimize interference with Tenant’s use and enjoyment of the Premises.  No entry made or work undertaken by or on
behalf of Landlord upon the Premises pursuant to this section is a re-entry or
a breach of Landlord’s covenant for quiet enjoyment.  Despite the foregoing, Landlord will
endeavour to give Tenant at least 24 hours prior notice before doing any repair
or maintenance work during Normal Business Hours, except in the case of
emergencies.


.2                                       Landlord may give notice to Tenant requiring it
to perform in accordance with section 7.1 hereof, and Tenant shall rectify any
failure to perform within the time period set out in section 12.1 hereof.  Should Tenant fail to commence such remedy
within the allotted time, or having so commenced, fail to diligently continue
such remedy to conclusion, Landlord may carry out such remedy without further
notice to Tenant, and charge Tenant for such remedy as if it were an Additional
Service requested by Tenant.


.3                                       If Tenant is not present to open and permit any
entry into the Premises when for any reason an entry shall be necessary or in
the case of a real or apprehended emergency, Landlord or its agents may, using
reasonable force, enter the same without rendering Landlord or such agents
liable therefor, and without affecting the obligations and covenants of Tenant
under this Lease.  Landlord may also upon
reasonable prior notice to Tenant, show the Premises to prospective purchasers,
tenants and existing or prospective mortgagees.


.4                                       Nothing in this Lease shall make Landlord
liable for any actions, notices or inspections as described in this section
7.3, nor is Landlord required to inspect the Premises, give notice to Tenant or
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Tenant’s behalf, nor is
Landlord under any obligation for the care, maintenance or repair of the
Premises, except as specifically provided in this Lease.


7.4                                 Alterations
or Improvements:


.1                                       Following approval by Landlord, Tenant shall
install its initial Leasehold Improvements and Trade Fixtures in accordance
with the provisions of this Lease and in exact accordance with plans and
specifications prepared by Tenant and approved in writing by Landlord prior to
the commencement of any work.


.2                                       Following installation of such initial
Leasehold Improvements, and Trade Fixtures, Tenant shall not make any
alterations, repairs, changes, replacements, additions, installations or
improvements (the “Alterations”) to any part of the Premises, Leasehold
Improvements or Trade Fixtures without Landlord’s prior written approval, which
approval shall not be unreasonably withheld, unless the Alterations may affect
a structural part of the Building or may affect the mechanical, electrical,
HVAC or other basic systems of the Building or the capacities thereof, in which
case Landlord’s approval may be arbitrarily withheld.  Tenant shall submit to Landlord details of
any proposed Alterations, including complete working drawings and
specifications prepared by qualified designers and conforming to good
engineering practice.


.3                                       The installation of all Leasehold Improvements
and Alterations shall:


.1                                       at Landlord’s option, be performed by Landlord
as an Additional Service,


.2                                       be performed expeditiously and at the sole risk
and expense of Tenant, and in accordance with the Design Criteria Manual,


.3                                       be performed by competent workers whose labour
union affiliations, if any, are compatible with others employed by Landlord and
its contractors, and who will not interfere with work being performed by
Landlord,


.4                                       be performed in a good and workmanlike manner
and only in strict accordance with the drawings and specifications which
Landlord has approved,


.5                                       be performed in compliance with the applicable
requirements of all Authorities, evidence of which shall be provided to
Landlord, and be subject to the supervision and direction of Landlord.


.6                                       equal or exceed the then current standard for
the Building, and


.7                                       subject to section 7.4.7, be carried out only
by persons selected by Tenant and approved in writing by Landlord, who will, if
required by Landlord, deliver to Landlord before commencement of the work
performance and payment bonds as well as proof of workers’ compensation and
public liability and property damage insurance coverage, with Landlord as an
additional named insured, in amounts, with companies, and in form reasonably
satisfactory to Landlord, which will remain in effect during the entire period
in which the work will be carried out.


Prior to taking possession of
the Premises and commencing any work Tenant shall provide Landlord with an
insurance certificate from its insurer and its contractors’ insurer confirming
comprehensive general liability and building risk insurance in effect in an
amount not less than $5,000,000 per occurrence and naming Landlord as an
additional insured and containing cross liability and severability of interest
provisions.


.4                                       Any Leasehold Improvements made by Tenant
without the prior written consent of Landlord or which are not in strict
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Landlord, be promptly removed
by Tenant at Tenant’s expense, and the Premises shall be restored to their
previous condition.


.5                                       Tenant shall reimburse Landlord for the cost of
technical evaluation of Tenant’s plans and specifications and shall revise such
plans and specifications as Landlord deems necessary.  Tenant shall be solely responsible for the
adequacy and sufficiency of Tenant’s plans and specifications and Landlord
shall have no liability of any kind arising from Landlord’s review or approval
of such plans and specifications nor shall Landlord’s review and approval
constitute an acknowledgement or indication of any kind as to the adequacy or
sufficiency of Tenant’s plans and specifications.


.6                                       In carrying out any alterations or improvements
in the Premises, Tenant, at its expense, shall pay to Landlord with respect to
such work the cost to Landlord of all Utilities supplied to the Premises with
respect to such work and the cost of any Additional Services including the cost
of any necessary cutting or patching or repairing of any damage to the Building
or the Premises, any cost to Landlord of removing refuse, cleaning, hoisting of
materials and any other costs of Landlord which can be reasonably allocated as
a direct expense relating to the conduct of such work.


.7                                       If a request is made by Tenant with respect to
approval of Alterations or initial work including work which may affect the
structure or matters which affect the mechanical, electrical, HVAC or other
basic systems of the Building or the capacities thereof, which request is
approved by Landlord, Landlord may require that such work be designed by
consultants designated by it and paid by Tenant and that it be performed by
Landlord or its contractors.  If Landlord
or its contractors perform such work, it shall be at Tenant’s expense in an
amount equal to Landlord’s total cost of such work or the contract price
therefor plus, in either case, 15% payable following completion upon
demand.  Notwithstanding the foregoing,
if Tenant requests Landlord to alter or install any Leasehold Improvements or
Trade Fixtures such work will be considered as an Additional Service.  Tenant will, if required by Landlord, deliver
to Landlord prior to commencement of any Alterations an unconditional
irrevocable letter of credit or other security satisfactory to Landlord in
amount equal to Landlord’s reasonable estimate of the cost of performing such
Alterations, including 15% of the total of such costs representing Landlord’s
overhead.  If Landlord does not elect to
perform any Alterations or initial work on Tenant’s behalf Landlord will
nevertheless be paid a fee equal to 10% of the total cost of such work for
co-ordination and supervision services.


.8                                       No Leasehold Improvements by or on behalf of
Tenant shall be permitted which may adversely affect the condition or operation
of the Building or any of its systems or the Premises or diminish the value
thereof or restrict or reduce Landlord’s coverage for municipal zoning
purposes.


.9                                       During construction and installation of
Leasehold Improvements, Tenant shall keep the Building clean of any related
debris and in any event, after construction is completed Tenant shall do an
adequate “first clean” to the Premises.


.10                                 Any Alterations and initial work will be
subject to supervision by Landlord or its employees, agents, manager or
contractors during construction.  Tenant
acknowledges that such supervision will be for the benefit of Landlord only and
that Landlord will not be responsible in any way whatsoever for the quality,
design, construction or installation of any such Alterations.


.11                                 Any increase in Realty Taxes on or fire or
casualty insurance premiums for the Building attributable to the Alterations
will be borne by Tenant and Tenant will pay Landlord for the cost of such
increase upon receipt of Landlord’s invoice.


.12                                 Tenant shall promptly pay all its contractors
and suppliers and shall do all things necessary to prevent a lien attaching to
the Lands or Building and should any such lien be made, filed or attach Tenant
shall discharge or vacate such lien immediately.  If Tenant shall fail to discharge or vacate
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right or remedy of Landlord,
Landlord may discharge or vacate the lien by paying into Court the amount
required to be paid to obtain a discharge, and the amount so paid by Landlord
together with all costs and expenses including solicitor’s fees (on a substantial
indemnity basis) incurred in connection therewith shall be due and payable by
Tenant to Landlord on demand together with interest at the Interest Rate,
calculated from the date of payment by Landlord until all of such amounts have
been paid by Tenant to Landlord.


7.5                                 Removal and
Restoration:


.1                                       The Leasehold Improvements shall immediately
upon installation become the property of Landlord without compensation to
Tenant.


.2                                       Unless Landlord by notice in writing requests
otherwise, or unless Landlord elects to do so on Tenant’s behalf as an
Additional Service, Tenant shall at its expense, prior to the end of the Term
or earlier termination of this Lease, remove all (or part, as designated by
Landlord) of the Leasehold Improvements and restore the Premises to the base
building standard with the basic systems of the Building, including the
reconstruction necessary to reinstate the Premises original structure in the
event structural changes were undertaken by Tenant.


.3                                       Tenant shall repair and make good any damage to
the Premises or to the Building caused either in the installation or removal of
Leasehold Improvements and Trade Fixtures.


7.6                                 External  Changes: 
Tenant agrees that it shall not erect, affix or attach to any roof,
exterior walls or surfaces of the Building any antennae, sign or fixture of any
kind, nor shall it make any opening in or alteration to the roof, walls, or
structure of the Premises, or install in the Premises or Building free standing
air-conditioning units, without the prior written consent of Landlord which may
be arbitrarily withheld.


7.7                                 Trade  Fixtures: 
Tenant may, at the end of the Term, if not in default, remove its Trade
Fixtures, and Tenant shall, in the case of every installation or removal of
Trade Fixtures, make good any damage caused to the Premises or the Building by
such installation or removal.  Any Trade
Fixtures removed during the Term will be contemporaneously replaced with Trade
Fixtures of equal or better quality.  Any
Trade Fixtures and equipment belonging to Tenant, if not removed at the
termination or expiry of this Lease, shall, if Landlord so elects, be deemed
abandoned and become the property of Landlord without compensation to
Tenant.  If Landlord shall not so elect,
Landlord may remove such Trade Fixtures from the Premises and store them at
Tenant’s risk and expense and Tenant shall save Landlord harmless from all
damage to the Premises caused by such removal, whether by Tenant or by
Landlord.


7.8                                 Tenant’s
Signs: Tenant shall not at
any time cause or permit any sign, picture, advertisement, notice, lettering,
flag, decoration or direction (collectively called “Signs”) to be painted,
displayed, inscribed, placed, affixed or maintained within the Premises and
visible outside the Premises or in or on any windows or the exterior of the
Premises (including glass demising walls facing onto Common Areas), nor
anywhere else on or in the Building, without the prior and continuous consent
of Landlord which consent may, with respect to proposed signage on the main
floor of the Building, or which can be seen from outside the Premises, be
arbitrarily withheld, but otherwise shall not be unreasonably withheld,
provided that the copy and style of any Signs shall be consistent with the
character of the Building and in accordance with Landlord’s Sign criteria.  No hand-written Signs will be permitted.  Landlord may at any time prescribe a uniform
pattern of identification Signs for tenants to be placed on the outside of the
Premises and other premises.  Any breach
by Tenant of this provision may be immediately rectified by Landlord at Tenant’s
expense and in this connection, Landlord shall be entitled to enter the
Premises and remove any Signs contravening this provision and charge Tenant the
costs thereof, and same shall not constitute a re-entry under this Lease and
Landlord shall not be liable for any damages caused thereby, whether or not
arising from its own negligence.


7.9                                 Directory
Board:  Landlord may erect and maintain a directory
board in the main lobby of the Building which shall indicate the name of Tenant
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Landlord’s cost of changes
thereto, and any other signage with respect to the Premises.  Should sufficient space exist on the
directory board, Landlord may provide to Tenant, at Tenant’s expense,
additional entries as requested.  The
directory board shall be exclusively controlled by Landlord and shall be for
identification only and not for advertising. 
Landlord’s acceptance of any name for listing on the directory board
will not be deemed, nor will it substitute for, Landlord’s consent, as required
by this Lease, to any Transfer.


7.10                           Landlord’s
Signs:  In addition to Landlord’s right to install
general information and direction signs in and about the Building as would be
customary for comparable office building in the municipality, Landlord shall
have the right at any time to place upon the Building a notice of reasonable
dimensions, reasonably placed so as not to interfere with Tenant’s business,
stating that the Building is for sale, or that areas of the Building are for
lease, as the case may be, and at any time during the last nine (9) months of
the Term, that the Premises are for lease and Tenant shall not remove or
interfere with such notices or signs.


PART 8 -  STANDARD
SERVICES AND ALTERATIONS


8.1                                 Operation of
Building:  Landlord shall operate the Building during the
Term to an appropriate standard having regard to the size, age, type and
location of the Building.  The Building
shall at all times be under the exclusive control and management of Landlord
and Landlord will provide the services set out in section 8.2, 8.3 and 8.4.


8.2                                 Services to
Premises:  Landlord will provide in the Premises:


.1                                       HVAC as required for the use and occupancy of
the Premises during Normal Business Hours,


.2                                       janitor services, including window washing, as
reasonably required to keep the Premises clean provided that Tenant will leave
the Premises in a reasonably tidy condition at the end of each business day,


.3                                       electric power for normal lighting and small
business office equipment (but not equipment using amounts of power
disproportionate to that used by other tenants in the Building),


.4                                       replacement of Building standard fluorescent
tubes, light bulbs and ballasts as required from time to time as a result of
normal usage, and


.5                                       maintenance, repair, and replacement as set out
in section 8.4.


8.3                                 Building
Services:  Landlord will provide in the Building:


.1                                       janitorial service, domestic running water and
necessary supplies in washrooms sufficient for the normal use thereof by
occupants in the Building,


.2                                       access to and egress from the Premises,
including elevator or escalator service if included in the Building.  Landlord may reduce the number of elevators
in service after Normal Business Hours. 
Landlord retains the right to regulate the use of elevators for the
purpose of carrying freight, and


.3                                       HVAC, lighting, electric power, domestic
running water, and janitor service in those areas of the Building from time to
time designated by Landlord for use during Normal Business Hours by Tenant in
common with all tenants and other persons in the Building but under the
exclusive control of Landlord


8.4                                 Utilities:


.1                                       Electrical Power: 
Landlord will supply to the Premises sufficient electrical power to
operate the standard lighting fixtures supplied by Landlord plus circuits
sufficient to deliver power to the Premises as currently existing.  If Tenant requires electrical power at a
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Landlord’s system delivers,
then any additional systems required, if available, shall be installed,
operated and maintained at Tenant’s cost.


.2                                       Water and Sewage Connections:  Landlord shall provide to the floor(s) on
which the Premises is located, water for drinking fountains, cold or tempered
water for washroom facilities and the necessary sewer connections.  Any connections made to Leasehold
Improvements or special facilities by Tenant shall be made at Tenant’s cost and
in accordance with section 7.4.


.3                                       Information Technology: 
Landlord may provide or arrange with third parties to provide to the
Building, access to advanced information technology systems and equipment
including fibre optic and other sophisticated telecommunication
facilities.  Landlord shall from time to
time in its discretion determine the terms and conditions applicable to
Landlord providing Tenant with access and connections to such systems and
equipment including the amounts of fees and charges payable by Tenant to
Landlord and applicable from time to time for access and connection privileges.


.4                                       Utility Regulations:  The
obligation of Landlord to furnish Utilities as set out in this section 8.4
shall be subject to the rules and regulations of the supplier of such utility
or other Authority regulating the business or providing any of these Utilities.


8.5                                 Limitation:  Tenant
acknowledges and agrees that the degree of heating and cooling and other
services provided after Normal Business Hours will be reduced by Landlord in a
manner comparable to other similar office buildings in the municipality.  Landlord may enter the Premises at any time
in order to inspect, control or regulate the operation of any HVAC Facilities.


.1                                       The systems furnished and operated by Landlord
for providing HVAC to the Premises are designed for a reasonable density of
persons and for general office purposes based on window shading being fully
closed where windows are exposed to direct sunlight.  Arrangement of partitions, equipment or
special purpose areas, or the installation of equipment with high levels of
heat production by Tenant may require alteration of the portion of the HVAC
Facilities located within the Premises. 
Any alterations that can be accommodated by Landlord’s equipment shall
be made at Tenant’s expense and in accordance with section 7.4 hereof.  Balancing of the system within the Premises
shall be at Tenant’s expense.  Tenant
acknowledges that the HVAC Facilities serving the Premises or the Building may
require initial balancing or that alterations made from time to time whether
inside the Premises or in other areas of the Building, may temporarily cause
imbalance of the HVAC Facilities and Tenant shall allow a reasonable amount of
time for such readjustment and rebalancing.


.2                                       Should Landlord fail to provide sufficient heat
or HVAC at any time it shall not be liable for direct, indirect, or
consequential damages, or for personal discomfort or illness.


8.6                                 Landlord’s
Alterations:  Notwithstanding anything contained in this
Lease, Landlord shall have the right, at any time, to add buildings, additions
and parking structures on the Lands or to make additions to, or subtractions
from, or to change, rearrange or relocate any part of the Common Areas, the
Lands or the Building including the Premises. 
Landlord shall also have the right to enclose any open area, and to
grant, modify or terminate easements and other agreements pertaining to the use
and maintenance of all or any part of the Building, Common Areas or the Lands,
and to close all or any part of the Lands, Common Areas or the Building to such
extent as Landlord considers reasonably necessary to prevent accrual of any
rights therein to any persons at any time. 
Landlord is entitled to make changes to the parking areas and facilities
and to make any changes or additions to the systems, pipes, conduits, Utilities
or other building services within or serving the Premises or any other premises
in the Building.  In doing any of the
foregoing, Landlord shall have the right to enter upon the Premises and same
shall not constitute a re-entry hereunder. 
Landlord shall not be liable for any damage caused to Tenant’s
property.  No claim for compensation
shall be made by Tenant by reason of inconvenience, nuisance, discomfort or
consequential loss arising from such changes or Landlord’s entry.  Landlord shall make such changes as
expeditiously as reasonably possible. 
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subject to the exclusive
control and management of Landlord or as Landlord may direct from time to
time.  Tenant shall cooperate with
Landlord in any of its programmes to improve or make more efficient the
operation of the Lands and Building.


8.7                                 Interruption
or Delay of Services:  Landlord may slow down, interrupt, delay, or
shut down any of the services or Utilities outlined in this Part 8 on account
of repairs, maintenance or alterations to any equipment or other parts of the
Building and where practical, Landlord shall schedule such interruptions,
delays, slow downs, or stoppage so as to minimize any inconvenience to
Tenant.  Landlord shall not be
responsible for any direct, indirect or consequential damages, losses, or injuries
caused.


8.8                                 Public
Policy:  Landlord shall be deemed to have observed and
performed the terms and conditions to be performed by Landlord under this
Lease, including those relating to the provision of Utilities, if in so doing
it acts in accordance with a directive, policy or request of an Authority
acting in the fields of energy, conservation, waste management and disposal,
security, the environment or other area of public interest.


8.9                                 Security and
Information:  Landlord may provide a security guard or
receptionist in the main lobby of the Building to provide general information
to visitors and to control traffic in and out of the Building.  Landlord may from time to time elect to
substitute such services with automated systems and other devices that may from
time to time seem appropriate for a comparable office building in the
municipality.  It is acknowledged by
Tenant that such services are intended for the general benefit of the Building
and are not intended to specifically protect or otherwise serve Tenant, its
employees or the Premises.


PART 9 -  DISPOSITIONS BY
TENANT


9.1                                 Transfers:  Tenant
covenants that no Transfer affecting Tenant, this Lease, the Premises or the
business of Tenant at the Premises shall be permitted or effective until Landlord’s
prior written consent to the Transfer is delivered to Tenant.  Tenant shall deliver to Landlord its written
request for consent to such Transfer together with copies of the proposed
Transfer documents and shall provide Landlord with full particulars of the
proposed Transfer and the business and financial responsibility and standing of
the proposed Transferee.  If Tenant
requests Landlord’s consent to any Transfer, Landlord may either:


.1                                       refuse its consent (which refusal may be
without any reasons being given or for reasons which are arbitrary or
unreasonable, and such refusal shall not be subject to any review or any
contestation by anyone or any Authority); or


.2                                       elect to cancel and terminate this Lease if the
request is to assign the Lease or to sublet all of the Premises, or if the
request is to sublet a portion of the Premises only, to cancel and terminate
this Lease with respect to such portion. 
If Landlord elects to cancel this Lease and so advises Tenant in
writing, Tenant shall then notify Landlord in writing within 15 days thereafter
of Tenant’s intention either to refrain from such assigning or subletting or to
accept the cancellation of the Lease (in whole, or in part).  Failure of Tenant to deliver notice to
Landlord within such 15 day period advising of Tenant’s intention to refrain
from such assigning or subletting, shall be deemed to be an acceptance by
Tenant of Landlord’s cancellation of this Lease (in whole, or in part, as the
case may be).  Any cancellation of this
Lease pursuant to this section 9.1 shall be effective on the later of the date
originally proposed by Tenant as being the effective date of transfer or the
last day of the month which is not less than 60 days following the date of
Landlord’s notice of cancellation of this Lease; or


.3                                       grant its consent with such conditions, if any,
as Landlord elects to impose in its sole discretion, which conditions shall be
effective upon completion of such Transfer and may include but are not limited
to:


.1                                       an increase in Gross Rent to an amount which is
equal to the then fair market gross rent for the Premises for the balance of
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.2                                       the relinquishment of any rights of the Tenant
with respect to the name of the Building, with respect to signage, with respect
to renewal of this Lease or extension of the Term, or in respect to additional
premises in the Building, or of exclusivity of use;


.3                                       waiver by Tenant of any further rights to rent
free periods or other inducements of any kind provided under this Lease;


.4                                       the requirement that any party to the Transfer
enter into a new lease with Landlord on Landlord’s then standard lease form for
the Building and that Tenant enter into such new lease as a guarantor or indemnifier;


.5                                       the deletion of any of the amendments to
Landlord’s standard form of lease contained in this Lease; and


.6                                       the requirement that any party to the Transfer
other than Tenant covenant directly with Landlord in writing to perform and
observe such of the covenants, obligations and agreements of Tenant under this
Lease as Landlord requires.


9.2                                 Additional
Requirements:  If Landlord agrees to grant its consent to
any Transfer under section 9.1:


.1                                       Tenant shall not permit or cause such Transfer
to be completed except:


.1                                       upon terms consistent with the terms of Tenant’s
request and information under section 9.1 (except to the extent modified
by any conditions imposed by Landlord under section 9.1);


.2                                       upon conditions imposed by Landlord, if any,
under section 9.1; and


.3                                       upon terms not otherwise inconsistent with the
terms of this Lease;


.2                                       Tenant shall cause to be executed and delivered
by any party to the Transfer (including Tenant) such documentation as may be
required by Landlord in connection with such Transfer;


.3                                       if Tenant shall receive or be entitled to
receive from any Transferee either directly or indirectly, any consideration
for the Transfer or the use of the whole or any portion of the Premises, either
in the form of money or monies worth, goods, or services, Tenant shall
forthwith pay an amount equivalent in value to such consideration to Landlord
and such amount shall be deemed to be Additional Rent due;


.4                                       in the event of any subletting or other
Transfer by Tenant by reason of which Tenant receives a rent or other payment
of any kind related to any sublease or other right to use the Premises or
conduct the business of Tenant therein, in the form of money or monies worth,
goods or services from the subtenant or any other person, which is more than
the rent payable hereunder to Landlord, Tenant shall pay such excess to
Landlord in addition to all Rent, Additional Rent and other charges payable
under this Lease, and such excess amounts shall be deemed to be further
Additional Rent due;


.5                                       if such Transfer shall not be completed within
60 days after Landlord’s consent is given, such consent shall expire and become
null and void and Tenant shall not then allow or cause such Transfer to be
completed without again complying with all the requirements of this section 9;


and such consent shall not be effective unless and until Tenant shall
have complied fully with this section 9.2.


9.3                                 No Release:  No
Transfer or other disposition by Tenant of this Lease or of any interest under
this Lease shall release Tenant from the performance of any of its covenants
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bound by this Lease.  Tenant’s liability under the Lease will
continue notwithstanding the bankruptcy, insolvency, dissolution or liquidation
of any Transferee of this Lease or the termination of this Lease for default or
the termination, disclaimer, surrender or repudiation of this Lease pursuant to
any statute or rule of law.  Furthermore,
if this Lease is terminated for default or is terminated, disclaimed,
surrendered or repudiated pursuant to any statute or rule of law, then, in
addition to and without limiting Tenant’s liability under this Lease, Tenant,
upon notice from Landlord given within 90 days after any such termination,
disclaimer, surrender or repudiation, shall enter into a new lease with
Landlord for a term commencing on the effective date of such termination,
disclaimer, surrender or repudiation and expiring on the date this Lease would
have expired but for such termination, disclaimer, surrender or repudiation and
otherwise upon the same terms and conditions as are contained in this Lease
with respect to the period after such termination, disclaimer, surrender or
repudiation.


9.4                                 Costs:  Prior
to Landlord delivering any requested consent, Tenant shall pay Landlord’s costs
incurred in processing each request by Tenant for consent to Transfer including
all internal and external legal costs incurred.


9.5                                 No
Advertising:  Tenant will not print, publish, post, display
or broadcast any notice or advertisement or otherwise advertise that all or
part of the Premises is available for lease or sublease or is otherwise
available for the purpose of effecting a Transfer, and it will not permit any
broker or other person to do any of the foregoing, unless the complete text and
format of any such notice of advertisement is first approved in writing by
Landlord.  Without restricting or
limiting Landlord’s right to refuse any text or format on the other grounds, no
text or format proposed by Tenant may contain a reference to the rental rate
for the Premises and in no event shall Tenant display any sign that is visible
from outside the Premises.


PART 10 -  INSURANCE AND
INDEMNIFICATION


10.1                           Tenant’s
Insurance:  Tenant shall, at its sole cost and expense,
take out and maintain in full force and effect at all times throughout the Term
the following insurance:


.1                                       “All Risks” insurance upon property of every
description and kind owned by Tenant, or for which Tenant is legally liable, or
which is installed by or on behalf of Tenant, within the Premises or on the
Lands or Building, including, without limitation, stock in trade, furniture,
equipment, partitions, Trade Fixtures and Leasehold Improvements, in an amount
not less than the full replacement cost thereof from time to time.  If there shall be a dispute as to the amount
of full replacement cost the decision of Landlord or the Mortgagee shall be
conclusive;


.2                                       Commercial general liability and property
damage insurance, including personal liability, contractual liability, tenants’
legal liability, non-owned automobile liability and owners’ and contractors’
protective insurance coverage with respect to the Premises and the Common
Areas, which coverage shall include the business operations conducted by Tenant
and any other person on the Premises. 
Such policies shall be written on a comprehensive basis with coverage
for any one occurrence or claim of not less than $5,000,000.00 or such higher
limits as Landlord or the Mortgagee may require from time to time;


.3                                       Business interruption insurance including loss
of profits;


.4                                       Any form of insurance as Tenant, Landlord or
the Mortgagee may reasonably require from time to time in amounts and for
insurance risks against which a prudent tenant would protect itself.


10.2                           Policy
Requirements:  Each policy of insurance taken out by Tenant
in accordance with this Lease shall be taken out with insurers, and shall be in
such form and on such terms as are satisfactory to Landlord, and each such policy
shall name Landlord, any Mortgagee and the Manager and any others designated by
Landlord as additional named insureds, as their respective interests may
appear, and each of such policies shall contain, in form satisfactory to
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.1                                       the standard mortgage clause as required by the
Mortgagee;


.2                                       a waiver by the insurer of any rights of
subrogation or indemnity or any other claim over, to which such insurer might
otherwise be entitled against Landlord, the Manager and their respective
officers, directors, agents, employees or those for whom it is in law
responsible;


.3                                       an undertaking by the insurer to notify
Landlord and the Mortgagee in writing not less than 30 days prior to any
proposed material change, cancellation or other termination thereof;


.4                                       a provision that Tenant’s insurance is primary
and shall not call into contribution any other insurance available to Landlord;


.5                                       a severability of interests clause and a
cross-liability clause, where applicable.


10.3                           Proof of
Insurance:  Tenant shall provide to Landlord and the
Mortgagee at the time of execution of this Lease and thereafter on demand, and
from time to time, satisfactory evidence that the policies of insurance
required to be maintained by Tenant in accordance with this Lease are in fact
being maintained, which evidence shall be in the form of certificates of
insurance, or if required by Landlord or the Mortgagee, certified copies of
each such insurance policy.


10.4                           Failure to
Maintain:  If Tenant fails to take out or keep in force
any insurance referred to in this Part 10 or should any such insurance not be
approved by either Landlord or the Mortgagee and should Tenant not rectify the
situation within forty-eight (48) hours following receipt by Tenant of written
notice from Landlord (stating, if Landlord or the Mortgagee do not approve of
such insurance, the reasons therefor), Landlord shall have the right, without
assuming any obligation in connection therewith, to effect such insurance at
the sole cost of Tenant and all outlays by Landlord shall be payable by Tenant
to Landlord and shall be due on the first day of the next month following said
payment by Landlord without prejudice to any other rights and remedies of
Landlord under this Lease.


10.5                           Damage to
Leasehold Improvements:  In case of damage to the Leasehold
Improvements, or any material part thereof, the proceeds of insurance in
respect thereto shall be payable to Landlord, and such proceeds shall be
released to Tenant (provided that Tenant is not in default hereunder) upon
Tenant’s written request for progress payments, at stages determined by a
certificate of the Architect stating that repairs to each such stage have been
satisfactorily completed free of liens by Tenant or by Tenant’s contractors.  In the event Tenant defaults in making such
repairs, Landlord may, but shall not be obliged to, perform the repairs and the
proceeds may be applied by Landlord to the cost thereof. If this Lease expires
or is terminated at a time when the Premises or Leasehold Improvements are
damaged or destroyed as a result of a peril required to be insured against by
Tenant, Tenant shall pay or assign to Landlord free of any encumbrance, an
amount equal to the proceeds or the proceeds of insurance required to be
maintained by Tenant with respect to such damage or destruction.


10.6                           Increase in
Insurance Premiums/Cancellation:  Tenant shall not do or permit
anything to be done upon the Premises which shall cause the premium rate of
insurance on the Building to be increased. 
If the premium rate of insurance on the Building shall be increased by
reason of any act or omission of Tenant or any use made of the Premises, Tenant
shall pay to Landlord on demand the amount of such premium increase.  In the event of an actual or threatened
cancellation of any insurance on the Building or any adverse change thereto by
the insurer by reason of the use or occupation of the Premises, and if Tenant
has failed to remedy the situation, use, condition, occupancy or other factor
giving rise to such actual or threatened cancellation or adverse change within
24 hours after notice thereof by Landlord, then Landlord may terminate this
Lease by notice in writing to Tenant or remedy the situation, use, condition,
occupancy or other factor giving rise to such actual or threatened cancellation
or change, all at the cost of Tenant to be paid forthwith on demand, and for
such purposes Landlord shall have the right to enter upon the Premises without
further notice.


 


	
  

  	
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10.7                           Landlord’s
Insurance:  Landlord agrees to insure the Building and
the machinery, boilers and equipment therein owned by Landlord (specifically
excluding any property which Tenant is obliged to insure under this Part 10)
against “All Risks” of loss in such reasonable amounts as would be carried by a
prudent owner of a comparable office building in the municipality.  Landlord may also carry public liability and
property damage insurance with respect to the operation of the Building, rental
insurance and environmental insurance and any other forms of insurance as it or
the Mortgagee may reasonably determine to be advisable.  Notwithstanding that Tenant shall be
contributing to Landlord’s costs and premiums respecting such insurance, Tenant
shall not have any insurable or other interest in any of Landlord’s insurance
other than the rights, if any, expressly set forth in this Lease, and in any
event, Tenant shall not have any interest in, nor any right to recover any
proceeds under any of Landlord’s insurance policies.


10.8                           Non-Liability
for Loss, Injury or Damage:  Tenant acknowledges and agrees that Landlord
shall not be liable for


.1                                       any death or injury arising from or out of any
occurrence in, upon, at or relating to the Lands or Building,


.2                                       damage to property of Tenant or others located
on the Premises however caused,


.3                                       any loss or damage to any property of Tenant or
others from any cause whatsoever (whether or not such property has been
entrusted to Landlord, its agents, servants or employees) and, without limiting
the generality of the foregoing, Landlord shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, steam, water,
rain, snow or gas which may leak into or issue or flow from any part of the
Building or from the water, steam or drainage pipes or plumbing works of the
Building or from any other place or quarter,


.4                                       any damage caused by or attributable to the
condition or arrangement of any electric or other wiring,


.5                                       any loss or damage of any kind arising from
failure or interruption of any Utility, including without limitation, any
failure or interruptions of any telecommunication, fibre optic or other
information technology facility utilized by Tenant and whether provided by
Landlord or any other provider,


.6                                       any damage caused by anything done or omitted
to be done by Landlord or by any other tenant or occupant of the Building,


.7                                       any claim or demand in connection with any
injury, loss or damage to Tenant, its agents, invitees or licensees, or to the
property of Tenant, its agents, invitees or licensees, where such injury, loss
or damage arises out of the security services in force or the lack thereof in
the Building from time to time, or


.8                                       in any event, any indirect or consequential
damages suffered by Tenant.


Without limiting the foregoing, Tenant hereby releases Landlord, and
those for whom it is in law responsible, from all losses, damages and claims of
any kind in respect of which Tenant is required to maintain insurance or is
otherwise insured.  Tenant acknowledges
that notwithstanding that Landlord may provide connections or access within the
Building for information technology systems which Tenant uses in the operation
of its business, Tenant shall have no claim of any kind against Landlord with
respect to any failure, interruption or improper performance of any such
information technology systems or equipment whether located within or beyond
the Building.  Tenant shall look solely
to third party suppliers and service providers in respect of all such claims
and Tenant waives and releases any and all such claims it may otherwise have
had against Landlord.


10.9                           Indemnification
of Landlord:  Tenant shall indemnify Landlord and also save
it harmless from all losses, liabilities, damages, claims, demands and actions
of any kind or nature which Landlord shall or may become liable for or suffer
by reason of any breach, violation or non-performance by Tenant of any
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provision of this Lease and
against any and all losses, liabilities, damages, claims, demands, actions and
expenses in connection with loss of life, personal injury or damage to property
arising from any occurrence on the Premises or arising from the occupancy or
use by Tenant of the Premises, the Lands or Building by Tenant, its agents,
contractors, employees, servants, licensees, concessionaires or invitees or
occasioned wholly or in part by any act or omission of Tenant, its agents,
contractors, employees, servants, licensees or concessionaires whether on the
Premises, Lands or in the Building.  In
case Landlord, without actual fault on its part, is made a party to any
litigation commenced by or against Tenant, Tenant shall hold Landlord harmless
and shall pay all costs and legal fees incurred or paid by Landlord in respect
of such litigation.


10.10                     Extension of
Rights and Remedies:  Every right, exemption from liability,
defence, immunity and waiver of whatsoever nature applicable to Landlord under
this Lease shall also be available and shall extend to benefit and to protect
all other companies owned, operated or controlled by or affiliated with
Landlord and the Manager and to protect their respective officers, directors,
managers, consultants and employees and for such purposes Landlord and the
Manager is or shall be deemed to be acting as agent or trustee on behalf of and
for the benefit of such companies and persons.


PART 11 -  DAMAGE


11.1                           Damage to
Premises:  It is understood and agreed that,
notwithstanding the other provisions of this Lease, should the Premises at any
time be partially or wholly destroyed or damaged by any cause whatsoever or
should demolition of the Premises be necessitated thereby or should the
Premises become unfit for occupancy by Tenant:


.1                                       subject as hereinafter provided in this section
11.1, Landlord shall, to the extent of the insurance proceeds available for
reconstruction and actually received by Landlord from its insurers following an
election by the Mortgagee to apply all or any portion of such insurance
proceeds against the debt owing to the Mortgagee as the case may be,
reconstruct the Premises in accordance with Landlord’s obligations to repair
under the provisions of section 7.2 hereof. 
Upon substantial completion of Landlord’s work, Landlord shall notify
Tenant, and Tenant shall forthwith commence and expeditiously complete
reconstruction and repair of the Premises, Leasehold Improvements and Trade
Fixtures in accordance with Tenant’s obligations to repair under the provisions
of section 7.1 hereof;


.2                                       rent shall not abate unless the Premises are
rendered wholly or partially unfit for occupancy by such occurrence and in such
event Rent, as of the date of such occurrence shall abate proportionately as to
the portion of the Premises rendered unfit for occupancy, but only for the
period and to the extent that proceeds of rental insurance are actually
received by Landlord, or if earlier, only until 30 days following receipt by
Tenant of Landlord’s notice given to Tenant as provided in subsection 11.1.1
hereof, at which time Rent shall recommence;


.3                                       if, in the opinion of the Architect, such
opinion to be given to Landlord and Tenant within 30 days of the date of such
damage, the Premises cannot be repaired and made fit for occupancy within 180 days
next following any occurrence, or if 30% or more of the Premises are damaged or
destroyed, or, if such damage occurs during the last 2 years of the Term,
Landlord may, by written notice to Tenant within 30 days of receipt of such
opinion of the Architect, or within 30 days after the occurrence of such damage
where such damage occurs during the last 2 years of the Term, terminate this
Lease and Rent shall cease and be adjusted as of the date of such occurrence,
and Tenant shall immediately vacate the Premises and surrender same to
Landlord;


.4                                       in no event, including termination of this
Lease in accordance with the provisions of subsection 11.1.3 hereof, shall
Landlord be liable to reimburse Tenant for damage to, or replacement or repair
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11.2                           Damage to
the Building:  It is understood and agreed that,
notwithstanding the other provisions of this Lease, should the Building at any
time be partially or wholly destroyed or damaged by any cause whatsoever, or
should demolition of the Building, or any part thereof, be necessitated
thereby:


.1                                       subject as hereinafter provided in this section
11.2, Landlord shall, to the extent of the insurance proceeds available for
reconstruction and actually received by Landlord from its insurers following
any election by the Mortgagee to apply all or any portion of such insurance
proceeds against the debt owing to the Mortgagee as the case may be,
expeditiously reconstruct and repair the Building, and to the extent necessary,
the Premises, in accordance with Landlord’s obligations to repair under the
provisions of section 7.2 hereof.  Upon
substantial completion of Landlord’s work as it relates to the Premises Landlord
shall notify Tenant, and Tenant shall forthwith commence and expeditiously
complete reconstruction and repair of the Premises, Leasehold Improvements and
Trade Fixtures to the extent they are so affected, in accordance with Tenant’s
obligations to repair under the provisions of section 7.1 hereof;


.2                                       rent shall not abate unless the Premises are
rendered wholly or partially unfit for occupancy by such occurrence, and in
such event, Rent, as of the date of such occurrence shall abate proportionately
as to the portion of the Premises rendered unfit for occupancy, but only for
the period and to the extent that proceeds of rental insurance are actually
received by Landlord, or if earlier, only until 30 days following receipt by
Tenant of Landlord’s notice given to Tenant as provided in subsection 11.2.1
hereof, at which time Rent shall recommence;


.3                                       if in the opinion of the Architect, such
opinion to be given to Landlord and Tenant within 30 days of the date of such
damage, 30% or more of the total Rentable Area of the Building is at any time
destroyed or damaged in whole or in part by any cause whatsoever, or by
demolition caused or necessitated thereby, or, if such damage occurs during the
last 2 years of the Term, notwithstanding that the Premises may be unaffected
by such occurrence, Landlord may, at its option, by written notice to Tenant,
within 30 days of receipt of such opinion of the Architect, or within 30 days
after the occurrence of such damage where such damage occurs during the last 2
years of the Term, elect to terminate this Lease and Tenant shall within 30
days vacate the Premises and Rent will abate as of the 30th day after Landlord’s
notice so long as Tenant has vacated the Premises;


.4                                       in repairing, reconstructing or rebuilding the
Building or any part thereof, Landlord may use designs, plans and
specifications, other than those used in the original construction of the
Building, and Landlord may alter or relocate, or both, any or all buildings,
facilities and improvements, including the Premises, provided that the Premises
as altered or relocated shall be substantially the same size and shall be in
all material respects reasonably comparable to the Premises, as defined herein;
and


.5                                       in no event, including termination of this
Lease in accordance with the provisions of subsection 11.2.3 hereof, shall
Landlord be liable to reimburse Tenant for damage to, or replacement or repair
of any Leasehold Improvements, Trade Fixtures or of any Tenant Property.


11.3                           Architect’s
Certificate:  It is understood and agreed by Tenant that
wherever a certificate of the Architect is required or deemed appropriate by
Landlord, the certificate of the Architect shall bind the parties hereto as to
completion of construction of the Premises and the availability of services,
the percentage of the Premises or Building destroyed or damaged and the number
of days required to make repairs or reconstruct and the state of tenantability
of the Premises, and the state of completion of any work or repair of either
Landlord or Tenant.


11.4                           Limitation
on Landlord’s Liability:  Except as specifically provided in this
Lease, there will be no reduction or abatement of Rent and Landlord will have
no liability to Tenant by reason of any injury to or interference with Tenant’s
business or Tenant Property arising from fire or other casualty, howsoever
caused, or from the making of any repairs resulting therefrom in or to any
portion of the Building.  Notwithstanding
anything contained in this Lease, including sections 11.1 and 11.2, Rent payable
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is caused by any act or
omission of Tenant, its officers, directors, agents, servants, employees or any
other person entering upon the Premises under express or implied invitation of
Tenant.


PART 12 -  LANDLORD’S
REMEDIES


12.1                           Landlord May
Perform Tenant’s Covenants:  If Tenant is in default of any of its
covenants, obligations or agreements under this Lease (other than its covenant
to pay Rent) and such default shall have continued for a period of 10
consecutive days after notice by Landlord to Tenant specifying with reasonable
particularity the nature of such default and requiring the same to be remedied
(or, if by reason of the nature thereof, such default cannot be cured by the
payment of money and cannot with due diligence be wholly cured within such 10
day period, if Tenant shall fail to proceed promptly to cure the same or shall
thereafter fail to prosecute the curing of such default with due diligence),
Landlord, without prejudice to any other rights which it may have with respect
to such default, may remedy such default and the cost thereof to Landlord
together with interest at the Interest Rate thereon from the date such cost was
incurred by Landlord until repaid by Tenant shall be treated as Additional Rent
and added to the Rent due on the next succeeding date on which Gross Rent is
payable.  Notwithstanding the above, if
the nature of the default is such that it can be wholly cured in less than 10
days, then Landlord’s notice shall stipulate such reasonable lesser period, and
if the default is not remedied within the time period set out, Landlord may
remedy the default as set out above.


12.2                           Re-Entry:  It is a condition of this Lease that when:


.1                                       Tenant fails to pay when due any Rent, whether
lawfully demanded or not;


.2                                       Tenant is in default of any of its covenants,
obligations or agreements under this Lease (other than its covenant to pay
Rent) and such default has continued for a period of 10 consecutive days (or
such shorter period set out in Landlord’s notice as may be reasonable in the
circumstances) after notice by Landlord to Tenant specifying with reasonable
particularity the nature of such default and requiring the same to be remedied,
or, if by reason of the nature thereof, such default cannot be cured by the
payment of money and cannot with due diligence be wholly cured within such 10
day period, if Tenant has failed to proceed promptly to cure the same or has
thereafter failed to prosecute the curing of such failure with due diligence;


.3                                       an execution issues against any property of
Tenant or any guarantor or indemnifier of this Lease and remains outstanding
for more than 10 days, or any receiver of any property of Tenant or any
guarantor or indemnifier of this Lease is appointed, or Tenant or any guarantor
or indemnifier of this Lease becomes insolvent or makes application for relief
from creditors under the provisions of any statute now or hereafter in force
or, under the Bankruptcy and Insolvency Act, files a notice of intention or a
proposal, makes an assignment in bankruptcy, has a receiving order made against
it or otherwise becomes bankrupt or insolvent, or any action, steps or
proceedings whatever, are taken with a view to the winding up, dissolution or
liquidation of Tenant or any guarantor or indemnifier of this Lease, or with a
view to the restructuring or compromise of any debt or other obligation of
Tenant or any guarantor or indemnifier of this Lease;


.4                                       any insurance policy is cancelled or not
renewed by any insurer by reason of any particular use or occupation of the
Premises;


.5                                       the Premises have been abandoned, or have
become vacant or have remained unoccupied for a period of 5 consecutive days
without the consent of Landlord or the Premises have been used or occupied by
any other person or persons other than Tenant or any person permitted by Part 9
hereof; or


.6                                       Tenant or any Related Company is in default of
any of its covenants, obligations or agreements under any lease or other
written agreement between it and Landlord (as owner or as manager) or any
company which is a Related Corporation to Landlord and such default shall have
continued for such period of time that Landlord’s (or such Related Corporation)
remedies have become exercisable thereunder;


 


	
  

  	
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.7                                       a receiver, interim receiver, trustee,
liquidator or a receiver and manager is appointed for all or part of Tenant
Property or business or of an Indemnifier’s, occupant’s, licensee’s,
concessionaire’s or franchisee’s property or business; or


.8                                       Tenant has not discharged or vacated any lien
referred to in section 7.4 within 48 hours after notice from Landlord requiring
Tenant to do so,


.9                                       Tenant makes a bulk sale of its goods or moves or
commences, attempts or threatens to move its goods, chattels and equipment out
of the Premises (other than in the normal course of its business) or Tenant
ceases to conduct business from the Premises; or


.10                                 termination of this Lease by Landlord is permitted
under any other part of this Lease or in law;


then, and in any of such
cases, the then current month’s Rent together with the Rent for the three (3)
months next ensuing shall immediately become due and payable, and at the option
of Landlord the Term shall become forfeited and void, and Landlord without
notice or any form of legal process whatever may forthwith re-enter the
Premises or any part thereof in the name of the whole and repossess the same as
of its former estate, anything contained in any statute or law to the contrary
notwithstanding.  Landlord may expel all
persons and remove all property from the Premises and such property may be
removed and sold or disposed of by Landlord as it deems advisable or may be
stored in a public warehouse or elsewhere at the cost and for the account of
Tenant without Landlord being considered guilty of trespass or conversion or
becoming liable for any loss or damage which may be occasioned thereby,
provided, however, that such forfeiture shall be wholly without prejudice to
the right of Landlord to recover arrears of rent and damages for any antecedent
default by Tenant of its covenants under this Lease. Should Landlord at any
time terminate this Lease by reason of any such event, then, in addition to any
other remedies it may have, it may recover from Tenant all damages it may incur
as a result of such termination.


Notwithstanding any
termination of this Lease, Landlord shall be entitled to receive Rent and
Rental Tax up to the time of termination plus accelerated rent as herein
provided and damages including but not limited to:


.1                                       damages for the loss of Rent and Rental Tax
suffered by reason of this Lease having been prematurely terminated;


.2                                       the costs of reclaiming and repairing the
Premises; and


.3                                       solicitor’s fees and disbursements on a
substantial indemnity basis.


12.3                           Right to
Distrain:  Tenant agrees that Landlord shall have the
right to distrain for any arrears of Rent without notice to Tenant, in addition
to the other rights reserved to it.  For
such purpose Landlord shall have the right to enter the Premises as agent of
Tenant either by force or otherwise without being liable for any prosecution
therefor and to take possession of any goods and chattels whatever on the
Premises, and to sell the same at public or private sale and apply the proceeds
of such sale on account of the Rent or in satisfaction of the breach of any
covenant, obligation or agreement of Tenant under this Lease and Tenant shall
remain liable for the deficiency, if any. 
Notwithstanding anything contained in any statute concerning commercial
tenancies in the province in which the Building is located, (the “Act”) or any
successor legislation or other statute which may hereafter be passed to take
the place of the said Act or to amend the same, none of the goods and chattels
of Tenant at any time during the continuance of the Term shall be exempt from
levy by distress for Rent and Tenant hereby waives all and every benefit that
it could or might have under such Act. 
Upon any claim being made for such exemption by Tenant, or on distress
being made by Landlord, this provision may be pleaded as an estoppel against
Tenant in any action brought to test the right to the levying of distress upon
any such goods.


In exercising its
right to distrain, Landlord in addition to the rights reserved to it shall have
the right:


 


	
  

  	
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.1                                       to enter the Premises by force or otherwise
without being liable for any prosecution therefor;


.2                                       to change the locks on the Premises in order to
prevent the removal by Tenant or any other person of the goods and chattels
which are being distrained without thereby re-entering the Premises or
terminating this Lease; and


.3                                       to levy distress after sunset and before
sunrise.


12.4                           Landlord May
Follow Chattels:  In case of removal by Tenant of the goods or
chattels of Tenant from the Premises, Landlord may follow the same for 30 days
in the same manner as is provided for in the Act or any successor legislation
or other statute which may hereafter be passed to take the place of the Act or
to amend the same.


12.5                           Rights
Cumulative:  The rights and remedies given to Landlord in
this Lease are distinct, separate and cumulative, and no one of them, whether
or not exercised by Landlord shall be deemed to be in exclusion of any other
rights or remedies provided in this Lease or by law or in equity.


12.6                           Acceptance
of Rent Non-Waiver:  No receipt of monies by Landlord from Tenant
after the termination of this Lease shall reinstate, continue or extend the Term,
or affect any notice previously given to enforce the payment of Rent then due
or thereafter falling due or operate as a waiver of the right of Landlord to
recover possession of the Premises by proper action, proceeding or other
remedy; it being agreed that, after the service of a notice to cancel or
terminate this Lease and after the commencement of any action, proceeding or
other remedy, or after a final order or judgment for possession of the
Premises, Landlord may demand, receive and collect any monies due, or
thereafter falling due without in any manner affecting such notice, action,
proceeding, order or judgment; and any and all such monies so collected shall
be deemed payments on account of the use and occupation of the Premises or at
the election of Landlord on account of Tenant’s liability hereunder.


PART 13 -  ADDITIONAL
PROVISIONS


13.1                           Landlord Default:  If
Landlord is in default, Tenant shall not have or exercise any right or remedy
with respect thereto unless such default continues for 30 days or such longer
period as may be reasonably required in the circumstances to cure such default
after notice by Tenant to Landlord specifying reasonable details of the default
and requiring it to be remedied.


13.2                           Relocation: Tenant agrees that, despite any other
provision of this Lease, Landlord has the right at any time and from time to
time before or during the Term to rearrange the Premises or to change the
location of the Premises to comparable space in the Building.  Tenant agrees to vacate the Premises and move
to such other premises not later than 60 days following Landlord’s notice to
Tenant requiring Tenant to relocate failing which Tenant shall be deemed to be
overholding in the Premises.  If Landlord
exercises its right to rearrange the Premises or change its location, the
appropriate modifications will be made to the Basic Information and, if
appropriate, the Gross Rent will be adjusted. 
Landlord’s exercise of its rights under this section does not constitute
a re-entry or a breach of Landlord’s covenant for quiet enjoyment contained in
this Lease or implied by law.  If
Landlord exercises its right to rearrange the Premises or to change the
location of the Premises after the date on which Landlord notifies Tenant that
the Premises are ready for installation of Leasehold Improvements, Landlord
will reimburse Tenant for the direct costs it reasonably incurs because of the
rearrangement or relocation of the Premises. 
Landlord also reserves the right to rearrange any demising walls for
purposes of providing required fire or emergency corridors or of otherwise
complying with law and the requirements of Authorities from time to time.


13.3                           Demolition: 
Notwithstanding anything contained in this Lease to the contrary, if
Landlord intends to demolish, renovate, remodel or alter the Building to such
an extent that Landlord requires possession of the Premises, then Landlord,
upon giving Tenant 180 days written notice, shall have the right to terminate
this Lease and this Lease 


 


	
  

  	
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shall expire on the expiration
of 180 days from the date of giving of such notice without compensation of any
kind to Tenant.


13.4                           Effect of
Termination:  The expiry or termination of this Lease
whether by elapse of time or by the exercise of any right of either Landlord or
Tenant pursuant to this Lease shall be without prejudice to the right of
Landlord to recover arrears of rent and to recover damages for an antecedent
default by Tenant.


PART 14 -  TRANSFERS BY
LANDLORD


14.1                           Sales,
Conveyance and Assignment:  Nothing in this Lease will restrict the right
of Landlord to sell, convey, assign or otherwise deal with all or any part of
the Building, subject only to the rights of Tenant under this Lease.


14.2                           Effect of
Sale, Conveyance or Assignment:  A sale, conveyance or assignment
of the Lands and the Building will operate to release Landlord from liability
from and after the effective date thereof upon all of the covenants, terms and
conditions of this Lease, express or implied, except as such may relate to the
period prior to such effective date, and Tenant will thereafter look solely to
Landlord’s successors in interest in and to this Lease.  This Lease will not be affected by any such
sale, conveyance or assignment, and Tenant will attorn to Landlord’s successor
in interest thereunder.


14.3                           Subordination:  Unless this Lease is required by Mortgagee or by Landlord to be
registered (by caveat or otherwise) in priority to any such Mortgage, this
Lease is and will be subject and subordinate in all respects to any and all
Mortgages, now or hereafter placed on the Building or Lands, and to all
renewals, modifications, consolidations, replacements and extensions thereof.


14.4                           Attornment:  Subject
to section 14.5, if the interest of Landlord is transferred to any person
including a Mortgagee (herein called “Purchaser”) by reason of foreclosure or
other proceedings for enforcement of any Mortgage including obtaining
possession by a Mortgagee or by delivery of a transfer or deed in lieu of such
foreclosure, or other proceedings, Tenant will immediately and automatically
attorn to Purchaser.


14.5                           Nondisturbance:  No
attornment by Tenant under section 14.4 will be effective unless and until,
Purchaser delivers to Tenant a written undertaking, binding upon Purchaser and
enforceable by and for the benefit of Tenant, that despite such enforcement
proceedings and transfer this Lease and Tenant’s rights hereunder, will
continue undisturbed while Tenant is not in default of this Lease.


14.6                           Effect of
Attornment:  Upon attornment under section 14.4 this Lease
will continue in full force and effect as a direct lease between Purchaser and
Tenant, upon all of the same terms, conditions and covenants as are set forth
in this Lease except that, after such attornment, Purchaser will not be


.1                                       liable for any act or omission of Landlord
prior to such attornment, or


.2                                       subject to any offsets or defences which Tenant
might have against Landlord prior to such attornment, or


.3                                       bound by any prepayment by Tenant of more than
one month’s installment of Rent, or by any previous modification of this Lease,
unless such prepayment or modification will have been approved in writing by
Purchaser.


14.7                           Execution of
Instruments:  Except as otherwise provided herein, the
subordination and attornment provisions of this Part 14 will be self-operating
and except as set out in section 14.5 no further instrument will be
required.  Nevertheless Tenant, on
request by and without cost to Landlord or any successor in interest, will
execute and deliver any and all instruments further evidencing such
subordination and (where applicable hereunder) attornment.


 


	
  

  	
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PART 15 -  MISCELLANEOUS


15.1                           Certification: 
Landlord and Tenant respectively agree that within 10 days after a
written request therefor, they shall execute and deliver to the other or to
such person as may be identified in the written request (but in no event more
than twice in any year) a written statement certifying that this Lease is
unmodified and is in full force and effect (or if modified stating the
modifications and that this Lease is in full force and effect as modified), the
amount of the Gross Rent and the date to which it as well as all other charges
under this Lease have been paid, whether or not there is any existing default
on the part of Landlord or Tenant of which the person signing the certificate
has notice and giving as well such further information as the person requesting
the certificate shall reasonably require.


15.2                           Rights of
Mortgagees:  If at any time during the currency of a
Mortgage of the interest of Landlord in the Premises or Building, notice of
which has been given to Tenant, Landlord shall be in default under this Lease
and such default would give rise to a right in Tenant to terminate this Lease,
Tenant, before becoming entitled as against the holder of such Mortgage to
exercise any right to terminate this Lease, shall give to such Mortgagee notice
in writing of such default.  Such Mortgagee
shall have 60 days after the giving of such notice, or such longer period as
may be reasonable in the circumstances, within which to remedy such default,
and if such default is remedied within such time Tenant shall not by reason
thereof terminate this Lease.  The rights
and privileges granted to any such Mortgagee by virtue of this section shall
not be deemed to alter, affect or prejudice any of the rights and remedies
available to Tenant as against Landlord. 
Any notice to be given to such Mortgagee shall be deemed to have been
properly given if mailed by registered mail to its most recent address of which
Tenant has notice.


15.3                           Joint and
Several Liability:  If two or more individuals, corporations,
partnerships or other business associations (or any combination of two or more
thereof) sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other business association to pay Rent and to
perform all other obligations hereunder shall be deemed to be joint and
several.  In like manner, if Tenant is a
partnership or other business association, the members of which are, by virtue
of statute or general law, subject to personal liability, the liability of each
such member shall be joint and several. 
Tenant warrants and represents that it is duly formed and in good
standing, and has full corporate or partnership authority, if applicable and as
the case may be, to enter into this Lease, and has taken all corporate or
partnership action, if applicable and as the case may be, necessary to make
this Lease a valid and binding obligation, enforceable in accordance with its
terms.


15.4                           Landlord and
Tenant Relationship:  No provision of this Lease is intended to nor
creates a joint venture or partnership or any other similar relationship
between Landlord and Tenant, it being agreed that the only relationship created
by this Lease is that of landlord and tenant.


15.5                           No Waiver:  No
condoning or waiver by either Landlord or Tenant of any default or breach by
the other at any time or times in respect of any of the terms, covenants and
conditions contained in this Lease to be performed or observed by the other
shall be deemed to operate as a waiver of Landlord’s or Tenant’s rights under
this Lease, as the case may be, in respect of any continuing or subsequent
default or breach nor so as to defeat or affect in any way the rights or
remedies of Landlord or Tenant under this Lease, as the case may be, in respect
of any such continuing or subsequent default or breach.  Unless expressly waived in writing, the
failure of Landlord or Tenant to insist in any case upon the strict performance
of any of the terms, covenants or conditions contained in this Lease to be
performed or observed by the other shall not be deemed to operate as a waiver
of the future strict performance or observance of such terms, covenants and
conditions.


15.6                           Expropriation: 
Landlord and Tenant shall co-operate in respect of any expropriation of
all or any part of the Premises or the Lands and Building so that each party
may receive the maximum award to which it is entitled in law.  If the whole or any part of the Premises or
of the Lands and Building are expropriated, as between the parties hereto,
their respective rights and obligations under this Lease shall continue until the
day on which the expropriating authority takes possession thereof.  If, in the case of partial expropriation of
the Premises this 


 


	
  

  	
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Lease is not frustrated by
operation of governing law and such expropriation does not render the remaining
part of the Premises untenantable for the purposes of this Lease, Tenant and
Landlord shall restore the part not so taken in accordance with their
respective repair obligations under the provisions of Part 7 of this
Lease.  In this section the word “expropriation”
shall include a sale by Landlord to any authority with powers of expropriation,
in lieu of or under threat of expropriation.


15.7                           Additional
Costs:  Tenant agrees to pay Landlord as Rent, upon
written request therefor, any and all costs, including without limitation,
costs of additional security, cleaning and legal costs, incurred by Landlord as
a result of picketing, demonstration or other activity within or about the
Building which is initiated by members of any organization or group including,
without limitation, a trade union, and which is directed at Tenant, its
contractors, subcontractors, suppliers or employees or at Tenant’s operations
in the Building.


15.8                           Notice:  Any
notice required or contemplated by any provision of this Lease shall be given
in writing and shall be signed by the party giving the notice, addressed, in
the case of Landlord to its Manager at the address shown in Part 1; in the case
of notice to Tenant to it at the Premises or at the address shown in Part 1;
and in the case of notice to the Indemnifier to it at the address shown in Part
1, in each case delivered or sent by facsimile or by registered mail, postage
prepaid, return receipt requested.  The
time of giving of such notice if mailed shall be conclusively deemed to be the
5th business day after the day of such mailing unless regular mail service is
interrupted by strikes or other irregularities. 
Such notice, if delivered or sent by facsimile, shall be conclusively
deemed to have been given and received at the time of such delivery or the time
of sending by facsimile, in either case, unless received on a non-business day,
or after 5:00 p.m. in which event such notice shall be deemed to have been
given and received on the next business day. 
If in this Lease two or more persons are named as Tenant, such notice
shall be delivered personally to any one of such persons.  Provided that either party may, by notice to
the other, from time to time designate another address in Canada to which
notices given more than 10 days thereafter shall be addressed. Any notice to be
given by Landlord may be signed and given by Landlord or by the Manager.


15.9                           Non Merger:  There
shall be no merger of this Lease nor of the leasehold estate created hereby
with the fee estate in the Lands or any part thereof by reason of the fact that
the same person, firm, corporation or entity may acquire or own or hold
directly or indirectly: (a) this Lease or the leasehold estate created hereby
or any interest in this Lease or any such leasehold estate; and (b) the fee estate
in the Lands or any part thereof or any interest in such fee estate.  No such merger shall occur unless and until
Landlord, Tenant and Landlord’s Mortgagees (including a trustee for
bondholders) shall join in a written instrument effecting such merger and shall
duly record the same.


15.10                     Lease Entire
Agreement:  There are no covenants, representations,
warranties, agreements or conditions expressed or implied, collateral or
otherwise forming part of or in any way affecting or relating to this Lease or
the Premises save as expressly set out in this Lease and this Lease constitutes
the entire agreement between Landlord and Tenant and may not be amended or
modified except by subsequent agreement in writing of equal formality executed
by Landlord and Tenant.  The submission
of this Lease for examination does not constitute an offer, a reservation of or
option for the Premises, and this Lease becomes effective as a lease only upon
execution and delivery thereof by both Landlord and Tenant.


15.11                     Registration:  Tenant
shall not register this Lease on the title to the Lands; however, Tenant after
having paid to Landlord the sum of $500.00 as an additional deposit which
Landlord may use to defer costs incurred in removing such registration at the
end of the Term, may register a Notice of Lease on title to the Lands, at its
sole cost, provided such Notice of Lease shall describe only the parties, the
Premises, the Term of this Lease, and any renewals.  Such Notice of Lease shall be prepared by
Tenant’s solicitors, and shall be subject to the prior written approval of
Landlord and its solicitors, and shall be registered at Tenant’s expense.  Upon expiry or termination of this Lease,
Tenant shall forthwith remove or discharge from registration any such Notice of
Lease.


 


	
  

  	
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15.12                     Name of
Building:  Tenant shall not refer to the Building by any
name other than that, if any, designated from time to time by Landlord, and
Tenant may use such designated name of the Building for the business address of
Tenant but for no other purpose. 
Landlord will have the right, after 30 days notice to Tenant, to change
the name, number or designation of the Building or any part thereof, during the
Term without liability of any kind to Tenant.


15.13                     Governing
Law:  This Lease shall be construed in accordance
with the laws having application in the Province in which the Building is
situate and the parties attorn to the exclusive jurisdiction of the courts of
such Province to deal with all actions in respect of this Lease.  The section headings of this Lease have been
inserted for convenience of reference only and they shall not be referred to in
the interpretation of this Lease.  This
Lease shall be read with all changes of gender and number required by the
context.  Time shall be of the essence of
this Lease and each of the provisions hereof.


15.14                     Survival of
Tenant’s Covenants:  All agreements, covenants and
indemnifications in this Lease made by Tenant shall survive the expiration or
earlier termination of this Lease, anything to the contrary in this Lease or at
law notwithstanding.


15.15                     Quiet
Enjoyment:  Landlord agrees that so long as Tenant duly
pays the Rent hereby reserved and duly observes and performs the agreements,
terms and conditions herein on its part to be observed and performed, Tenant
shall and may peaceably possess and enjoy the Premises for the Term without any
hindrance, interruption or disturbance from Landlord, subject nevertheless to
the terms, covenants, conditions and limitations of this Lease.


15.16                     Severability:
If any provision of this
Lease or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease or the
application of such provision to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be affected thereby and
each provision of this Lease shall be separately valid and enforceable to the
fullest extent permitted by law.


15.17                     Amendments:  This
Lease may not be amended or altered except by instrument in writing signed by
Landlord and Tenant.


15.18                     Assigns:  This
Lease shall enure to the benefit of and be binding upon the parties hereto,
shall be binding upon their respective successors and assigns and subject to
the limitations on Transfer by Tenant set forth above, shall enure to the
benefit of and be enforceable by only such successors and assigns which have
undertaken to assume and to perform each of the covenants of the party to which
they have succeeded or from which they have received such assignment in the
same manner and to the same extent as if originally named in this Lease as such
party.


15.19                     Status of Manager:  Tenant acknowledges that the Manager has
executed this Lease solely in its representative capacity as property manager
for Landlord and the Manager shall have no personal liability under the
provisions of this Lease.  Subject to the
foregoing, the Manager shall represent and act for and on behalf of Landlord
for all purposes of this Lease.


 


	
  

  	
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15.20                     Acceptance
by Tenant:  Tenant does hereby accept this Lease of the
Premises to be held by it as tenant, subject to the conditions, restrictions
and covenants set forth in this Lease.


IN WITNESS WHEREOF the
parties hereto have executed this indenture by their authorized officers in
that behalf, or by Tenant’s signature hereto if Tenant is not incorporated, as
of the date first above written.


	
  LANDLORD:

  	
  DUNDEAL CANADA (GP) INC.

  
	
   

  	
  by its Manager, Dundee Realty Management Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael Knowlton

  
	
   

  	
  Title:

  	
  President and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John Page

  
	
   

  	
  Title:

  	
  Vice President, Ottawa Region

  
	
   

  	
  I/We have authority to bind the Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  TENANT:

  	
  I. W. SYSTEMS CANADA COMPANY

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  I/We have authority to bind the Corporation

  



 


If the Tenant is a
corporation it must execute this Lease by signature of its duly authorized
officer(s) under its corporate seal or if no corporate seal is affixed indicate
the name(s) and capacity of the signing officers and if a partnership must
execute this Lease by the signatures of the general partner(s) under seal, and
if an individual must execute this Lease by the individual’s signature under
seal.  Except in the case of corporations
all signatures must be witnessed.


 


	
  

  	
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SCHEDULE 1


DESCRIPTION
OF THE LANDS


An emplacement located in the
City of Gatineau (Hull Borough), Province of Quebec, composed of lot numbers
ONE MILLION NIENTY THOUSAND FOUR HUNDRED AND FOUR (1 090 404), ONE MILLION
NIENETY THOUSAND FOUR HUNDRED AND FIFTEEN (1 090 415) and ONE MILLION NINETY
ONE THOUSAND TWO HUNDRED AND SEVEN (1 091 207) of the Cadastre du Québec,
Registration Division of Hull.


With all the buildings thereon
erected and, more particularly, the building bearing civic number 975 St-Joseph
Boulevard, City of Gatineau (Hull Borough), Province of Quebec, J8Z 1T3.


 


	
  

  	
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 1















SCHEDULE 2


FLOOR PLAN


 


	
  

  	
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SCHEDULE 3


DEFINITIONS


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


“Additional Rent” means all payments for
Additional Services, and such other sums, excluding Gross Rent, otherwise
payable by Tenant in accordance with the terms of this Lease, whether to
Landlord or others.


“Additional Services” means any additional
service, Utilities and/or supervision provided to Tenant and supplied by
Landlord or by anyone authorized by Landlord and not otherwise expressly
provided for as a standard service under this Lease, at rates and charges
determined by Landlord; by way of example, adjusting and balancing HVAC
Facilities, cleaning of carpets, moving furniture, construction, installation
and alterations to or removal of Leasehold Improvements, providing HVAC for
periods in excess of Normal Business Hours and access and connection to fibre
optics or other enhanced information technology, are each Additional Services.


“Alterations” has the meaning provided in
section 7.4.2.


“Architect” means the architect, surveyor or
engineer from time to time appointed by Landlord.


“assignment” means any transaction whereby
any rights of Tenant under this Lease are transferred to anyone (whether
immediately, conditionally or contingently) and includes an assignment or
specific or floating charge whereby the interest of Tenant or the Premises is
mortgaged or pledged as security for any indebtedness or other obligation and
includes an assignment by operation of law and any change in the identity of
the party having the right to possession or actually in possession of the
Premises.


“Authority” means the federal, provincial,
and municipal governments, the courts, administrative and quasi-judicial boards
and tribunals and any other organizations or entities with the lawful authority
to regulate, or having a power or right conferred at law or by or under a
statute over, Landlord, Tenant, the Building, the Lands or the Premises
including the businesses carried on therein;


“Basic Information” means the information
set out in Part 1 of this Lease.


“Gross Rent” means the gross rent payable by
Tenant pursuant to section 5.2 of this Lease.


“Building” means the buildings, structures,
and improvements from time to time during the Term erected on the Lands
together with all fixtures, sprinklers, elevators, escalators, HVAC Facilities
and mechanical and electrical equipment and machinery and water, gas, sewage,
telephone and other communication facilities and electrical power services and
Utilities comprised therein, belonging thereto, connected therewith or used in
the operation thereof, and now or hereafter constructed, erected and installed
therein and thereon, and all alterations, additions, and replacements thereto,
and includes the Common Areas but excludes all Leasehold Improvements made,
constructed, erected or installed therein by or on behalf of Tenant and any
other tenant of premises therein.


“Business Tax” means any business tax or
assessment or any other tax, assessment, rate or levy imposed by any Authority
having jurisdiction, in respect of, any business carried on, in, from or
through the Premises or the whole or any part of the Building or any use,
possession or occupancy of any property, premises or space in the Building.


“change in control” means, in the case of
any corporation or partnership, the transfer, by sale, assignment, operation of
law, transmission on death, mortgage, trust, issuance from treasury,
cancellation or redemption, or otherwise, of any shares, voting rights or
interest, which will result in a change of the identity of the person 


 


	
  

  	
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exercising, or who might
exercise, effective control of such corporation or partnership whether directly
or indirectly, unless such change occurs as the result of trading in shares
listed upon a recognized stock exchange.


“Commencement Date” is defined in section
1.8 hereof.


“Common Areas” means:


(i)                                     all
common areas and facilities within the Building from time to time furnished or
designated (and which may be changed) by Landlord, whether or not the areas are
open to the general public, and are deemed to include any fixtures, chattels,
systems, decor, signs, roofs, parking facilities, or landscaping contained in
them or maintained or used in connection with them, and are deemed to include
the city sidewalks adjacent to the Lands, access areas to the Delivery
Facilities, and any pedestrian walkway system, park or other facility in
respect of which Landlord is from time to time subject to obligations in its
capacity as owner or lessee of the Lands or Building or both, some parts of
which are for the use in common, in such manner as Landlord may designate and
permit, by tenants of premises in the Building and all others entitled thereto
including, without restricting the generality of the foregoing, lobbies,
corridors, together with washrooms, fan rooms, janitors’ closets, electrical
closets and other closets not situate within the demising line of any premises
in the Building, and parking areas; and


(ii)                                  all
portions of the Lands not from time to time demised by Landlord and not covered
by any building (other than service buildings) available for the general
benefit of all tenants of the Building and including without restricting the
generality of the foregoing, parking areas, access roads, driveways, sidewalks
and landscaped areas.


“Construction Schedule” INTENTIONALLY
DELETED.


“Contaminant” means any solid, liquid, or
gaseous substance, any Hazardous Waste, any Toxic Substances, any odour, heat,
sound vibration, radiation or combination of any of them that may, if
Discharged, have an adverse effect on the environment or on people, property or
the normal conduct of business.


“Delivery Facilities” means those portions
of the Common Areas on and below the street level that are from time to time
designated by Landlord as facilities to be used in common by Landlord, tenants
of the Building, and others, for purposes of loading, unloading, delivery,
dispatch and holding of merchandise, goods and materials entering or leaving
the Building and giving vehicular access to portions of the Building.


“Design Criteria Manual” means Landlord’s
manual, as amended and supplemented from time to time, setting out standards
and procedures applicable to any work or material for the Premises including
preparation and approval of plans and the conduct and completion of Tenant’s
work whether at the beginning or at any time during the Term.  Such manual shall provide for architectural,
mechanical and Utilities standards, specifications and criteria established by
Landlord, from time to time, for rentable premises in the Building, including
but not limited to standards, specifications and criteria for all interior
improvements.


“Discharge” means any spill release, escape,
leak or movement of a Contaminant into the environment, the indoor or outdoor
air, into or onto the ground, into the surface water or ground water, into the
sewers or any watercourse, or into, onto or from the Premises or the Building.


“Environmental Law” means the statutes,
regulations, policies, directives, orders, approvals and other legal
requirements of an Authority or of the common law which affect the Lands, the
Building, the Premises, and Landlord’s or Tenant’s business, and which impose
any obligations relating to the protection, conservation or restoration of the
environment, the Lands, the Premises or the Building.


“Fiscal Period” means the period designated
as such from time to time by Landlord.


 


	
  

  	
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“Gross Revenue” means all Gross Rent,
Additional Rent, earned interest, commissions, royalties, bonuses, Operating
Cost recoveries, revenue, if any, from any parking facilities, damage
recoveries, tax recoveries, insurance proceeds relating to lost revenue and all
other amounts, rights and benefits of any kind whatsoever actually received,
receivable or derived by the Landlord from the Building, all calculated in
accordance with generally accepted accounting principles and practices
consistent with the commercial real estate industry in Canada including,
without limitation, an amount deemed to be received for any rent-free period
calculated on the basis of the monthly rent payable immediately following the
rent-free period under a Tenant’s lease.


“Hazardous Waste” means any hazardous waste,
hazardous product, deleterious substance, special waste, liquid industrial
waste, bio-medical waste, dangerous goods or substance which is controlled or
regulated under Environmental Law.  For
ease of reference, this includes, but is not limited to, any waste which is
composed in whole or in part of substances which are:  (i) corrosive, (ii) ignitable, (iii)
pathological, (iv) radioactive, (v) reactive, or (vi) toxic; and liquid waste,
whether or not from a commercial or industrial process, that cannot lawfully be
disposed of through the municipal sewers.


“HVAC” means heating, ventilating or cooling
or any combination thereof.


“HVAC Cost” means that portion of all costs
in the Fiscal Year for the operation, repair, replacement and maintenance of
the systems for heating, ventilating, and air-conditioning the Building as
established by Landlord from time to time on a fair and equitable basis which
reflects load and hours of operation, (and includes depreciation at reasonable
rates on such systems) as allocated by Landlord to the Building on such basis
as Landlord may, from time to time, determine equitable.


“HVAC Facilities” means facilities and
equipment used for or in connection with the provision and supply of HVAC, as
from time to time existing.


“Indemnifier” includes Indemnifier named in
this Lease and its respective heirs, executors, administrators, successors and
assigns, as the case may be.


“Interest” or “Interest Rate” means interest at a rate equivalent to three
(3%) per cent per annum in excess of the prime lending rate of a Canadian bank
designated by Landlord where the prime lending rate of such bank means the rate
of interest (now commonly known as that bank’s “prime rate”), expressed as a
rate per annum, charged by such bank in Toronto on commercial demand loans made
by it in Canadian dollars at such time to its most creditworthy borrowers.


“Landlord” includes Landlord named in this
Lease and its respective heirs, executors, administrators, successors and
assigns, as the case may be.


“Lands” means the lands described in
Schedule 1 annexed hereto as supplemented or diminished from time to time by
Landlord.


“Landlord’s Improvements” means improvements
to be constructed or installed in or to the Premises by Landlord in accordance
with Landlord’s working drawings prepared for the construction of the Building;
by way of example, and without limiting the generality of the foregoing,
Landlord’s Improvements include ceilings, lighting, and window covering systems
originally installed by Landlord and standard to the Building.  Any Landlord’s Improvements from time to time
modified by or on behalf of Tenant so as to no longer be standard to the
Building shall be considered Leasehold Improvements.  Landlord’s Improvements shall not include any
Leasehold Improvements installed by Landlord on behalf of Tenant or a previous
occupant of the Premises.


“Lease” means this document as originally
signed, sealed and delivered and as amended, from time to time.


 


	
  

  	
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“Leasehold Improvements” means all items
generally considered to be leasehold improvements, including, without
limitation, all fixtures, equipment, improvements, installations, alterations
and additions from time to time made, erected or installed by or on behalf of
Tenant, whether by Landlord, Tenant or any other party on behalf of Tenant or
any previous occupant of the Premises, including, without limitation, any
stairways for the exclusive use of Tenant, all fixed partitions, light
fixtures, plumbing fixtures, however affixed and whether or not movable, and
all wall-to-wall carpeting other than carpeting laid over finished floors and
affixed so as to be readily removable without damage, and all water,
electrical, gas and sewage facilities, all heating, ventilating and
air-conditioning equipment and facilities exclusively serving the Premises all
telephone and other communication and information technology wiring and cabling
leading from the base building facilities and distribution panel to facilities
located in the Premises, all cabinets, cupboards, shelving and all other items
which cannot be removed without damage to the Premises; but excluding Trade
Fixtures, furniture, unattached or free-standing partitions and equipment not
in the nature of fixtures.


“Manager” means Landlord’s manager for the
Building who may be changed from time to time and who is Dundee Realty
Management Corp. at the date of signing this Lease.


“Mortgagee” means Landlord’s mortgagee(s)
from time to time with respect to the Lands, the Building and/or this Lease,
and includes a trustee for bondholders.


“Normal Business Hours” means the hours from
8:00 a.m. to 6:00 p.m. on Monday to Friday of each week except any statutory
holiday or civic holiday in the municipality where the Building is located.


“Operating Agreement” means any agreement or
agreements between Landlord and the owner of any lands neighbouring or
contiguous to the Lands, pursuant to which the developments and improvements on
the Lands and the developments and improvements on such neighbouring or
contiguous lands are operated on a co-ordinated basis.


“Operating Costs” INTENTIONALLY DELETED.


“Operating Standards” means the rules,
procedures and requirements as amended and supplemented from time to time,
(initially as set forth in Schedule 4 to this Lease) governing the manner in
which Tenant and others doing business in the Building shall operate and
conduct their businesses and utilize the Premises and the Common Areas.


“person” means any individual, corporation,
partnership, trust, other legal entity or other business association and
includes a government or departmental subdivision or agency thereof.


“Premises” means and shall be deemed to
include (except where such meaning would be clearly repugnant to the context)
the space demised and all Leasehold Improvements and Alterations therein.  The space demised shall consist of the area
shown on Schedule 2 and shall be bounded by the unfinished interior surfaces of
the perimeter walls and windows, the unfinished surfaces of interior load-bearing
walls, the unfinished top of the floor slab and the unfinished bottom of the
floor slab of the floor above excluding, however, any stairs and other areas
within said boundaries which are not included in the calculation of Rentable
Area and excluding pipes, wires, ducts, conduits and other elements of the
Building systems constructed and installed by or for Landlord including,
without limitation, the HVAC Facilities but including all mechanical,
electrical and utility systems and equipment within the Premises for the
exclusive use of the Premises.  If the
Premises, in whole or in part, is on a multiple tenancy floor, for the purposes
of calculation of Rentable Area, the area of the Premises shall be increased to
include a pro rata portion of Unallocated Space on the same floor(s) as the
Premises, provided that Landlord will retain exclusive control over all of the
Common Areas, including Unallocated Space.


“Realty Taxes” means all real estate,
municipal or property taxes (including local improvement rates), levies, rates,
duties, and assessments whatsoever imposed upon or in respect of any real
property from time to time by any Authority, which may be levied or assessed
against the Premises, the Lands and Building, or Landlord, or the owners of the
Premises, Lands and Building, and any and all taxes which may, in the future,
be levied on the 


 


	
  

  	
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Premises, the Lands, the
Building or Landlord due to its ownership thereof in lieu of realty taxes or in
addition thereto and the cost to Landlord or the owners of appealing such
levies, rates, duties and assessments. 
Should the Lands and Building not be fully occupied or assessed as a
commercial property for determination of Realty Taxes in any calendar year,
then Landlord shall adjust the Realty Taxes to an amount that would have been
determined if the Building and Lands were fully occupied and assessed as a
commercial property.


“Related Corporation” means a holding
corporation, subsidiary corporation or affiliate of Tenant, as each of those
terms is defined in the business corporations act or similar statute of the
Province in which the Building is located.


“Rent Commencement Date” is as defined in
section 1.13 hereof.


“Rent, rent, Rental or rental” means all
payments and charges payable by Tenant pursuant to this Lease, including
without limitation the Gross Rent and the Additional Rents.


“Rentable Area”, shall have the meaning
provided by the Building Owner and Managers Association (“BOMA”) in its 1996
standard.


“Rental Taxes” means any tax or duty imposed
upon Landlord or Tenant on or in respect of this Lease, the payments made by
Tenant hereunder or the goods and services provided by Landlord, including but
not limited to the rental of the Premises and provision of administrative
services to Tenant or to others whether existing at the date hereof or
hereinafter imposed by any Authority, including without limitation goods and
services tax, use, consumption or value added tax, business transfer tax,
retail sales tax, federal sales tax, excise taxes or duties, or any tax similar
to any of the foregoing.


“Schedules” means the schedules appended to
this Lease comprising:


Schedule
1                     –                 Legal Description

Schedule 2                     –                 Floor Plan

Schedule 3                     –                 Definitions

Schedule 4                     –                 Operating Standards

Schedule 5                     –                 INTENTIONALLY DELETED

Schedule 6                     –                 INTENTIONALLY DELETED

Schedule 7                     –                 Indemnity 

Schedule 8                     –                 Determination of Rentable Area

Schedule 9                     –                 Special Provisions


“Signs” has the meaning provided in section
7.8.


“sublease” means any transaction other than
an assignment whereby any right of use, occupancy or possession (whether
exclusive, non-exclusive, permanent or temporary) relating to the whole or any
part of the Premises is conferred upon anyone (whether immediately,
conditionally or contingently) and includes but is not limited to any sublease,
sub-sublease, concession, franchise, licence agreement or any other arrangement
(such as but not limited to a management agreement) conferring any such right
of use, occupancy or possession and whether or not Tenant is a party thereto.


“Tenant” includes Tenant named in this Lease
and its respective heirs, executors, administrators, successors and assigns, as
the case may be.


“Tenant Property” means the Trade Fixtures,
chattels, merchandise and personal effects within the Building.


“Term” means the initial term of this Lease
as set out in section 1.7 hereof, any renewal or extension term and any
overholding period.


 


	
  

  	
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“Total Rentable Area of the Building” means
the sum of Rentable Areas for all leaseable premises on office floors (measured
in accordance with the terms hereof) and the Rentable Area of all leaseable
premises on the main floor excluding in each case storage areas located outside
of the premises.


“Toxic Substances” means any substance which
is listed on the List of Toxic Substances prescribed under the Environmental
Protection Act (Canada) (as amended from time to time, or any replacement
legislation), or is designated to be toxic or hazardous by an Authority.


“Trade Fixtures” means all items generally
considered to be trade fixtures, including, without limitation, computers, and
business equipment, built-in fridges, stoves, walk-in coolers, counters, bars,
chairs, stools, tables, banquettes, racks, or any other equipment or fixtures
used by Tenant in its business, any of which have been installed in the
Premises by or on behalf of Tenant, but notwithstanding the foregoing, shall
not include any Leasehold Improvements, any part of the electrical, plumbing,
mechanical, sprinkler, heating, ventilating or air-conditioning equipment or
systems, or any floor coverings, wall coverings or any part of the ceiling,
whether or not installed by Tenant or Landlord.


“Transfer” means any assignment, sublease, change
in control, or parting with possession, or any other transaction or occurrence
(including an expropriation, amalgamation, receivership or seizure by execution
or other legal process) which has or might have the effect of changing the
identity of Tenant or the person controlling Tenant, or, changing the identity
of the person having lawful use, occupancy or possession of the whole or any
part of the Premises, whether such change is or might be immediate, deferred,
conditional, exclusive, non-exclusive, permanent or temporary.


“Unallocated Space” means those parts of the
Building which are the elevator lobby(s), corridors, vestibules, washrooms,
janitor closets, HVAC equipment rooms, fan closets, mechanical rooms,
electrical rooms and telephone and information technology rooms and any other
such spaces within or servicing any one floor which is a multiple tenancy
floor.


“Unavoidable Delay” means any prevention,
delay, stoppage or interruption in performance due to weather conditions,
strikes, lockouts, labour disputes, lack of materials or supplies, legal or
regulatory impediment, acts of God, the occurrence of enemy or hostile action,
civil commotion, fire or other casualties or conditions, or due to any other
causes beyond the reasonable control of the party obligated to perform where
the effects of such casualty or contingency are not avoidable by the exercise
of reasonable effort or foresight by such party (but does not include
insolvency, lack of funds, or other financial casualty or contingency).


“Useable Area” shall have the meaning
provided by BOMA in its 1996 standard.


“Utilities” means water, gas, fuel,
electricity, telephone, telecommunications, fibre optics and any other form of
information technology systems and equipment, waste disposal and other
utilities or services or any combination thereof other than HVAC.


 


	
  

  	
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SCHEDULE 4


OPERATING STANDARDS


Tenant shall observe the
following Operating Standards as amended, modified or supplemented from time to
time by Landlord as provided in this Lease.


1.                                       Appliances:  The Tenant shall not permit in the Premises any cooking or the use of
any apparatus for the preparation of food or beverages (except for the use of
coffee makers, kettles, microwave ovens or refrigerators or where the Landlord
has approved of the installation of cooking facilities as part of the Tenant’s
Leasehold Improvements) nor the use of any electrical apparatus likely to cause
an overloading of electrical circuits.


2.                                       Obstructions:  The
sidewalks, entries, passages, corridors, lobbies, elevators and staircase shall
not be obstructed or used by Tenant, his agents, servants, contractors,
invitees or employees for any purpose other than ingress to and egress from the
offices.  Landlord reserves entire
control of the Common Area and all parts of the Building and the Land employed
for the common benefit of Tenants.


3.                                       Overloading: 
Tenant, his agents, servants, contractors, invitees or employees, shall
not bring in or take out, position, construct, install or move any safe,
business machine or other heavy office equipment without first obtaining the
consent in writing of Landlord.  In
giving such consent, Landlord shall have the right in its sole discretion, to
prescribe the weight permitted and the position thereof, and the use and design
of planks, skids or platforms to distribute the weight thereof.  All damage done to the Building by moving or
using any such heavy equipment or other office equipment or furniture shall be
repaid at the expense of Tenant. The moving of all heavy equipment or other
office equipment or furniture shall occur between 6:00 p.m. and 8:00 a.m. or
any other time consented to by Landlord and the persons employed to move the
same in and out of the Building must be acceptable to Landlord.  Safes and other heavy office equipment will
be moved through the halls and corridors only upon steel bearing plates.  No deliveries requiring the use of an
elevator for freight purposes will be received into the Building or carried in
the elevators, except during hours approved by and scheduled through Landlord.  Only elevators so designated by Landlord
shall be used for deliveries of workmen and materials, furniture and other
freight.  Tenant shall pay, as Additional
Rent, any costs incurred by Landlord in connection with the moving of Tenant’s
equipment, furniture, etc.


4.                                       Entry:  All
persons entering and leaving the Building at any time other than during Normal
Business Hours shall register in the books kept by Landlord at or near the
entrance or entrances and Landlord will have the right to prevent any person
from entering or leaving the Building unless provided with a key to the
premises to which such person seeks entrance and a pass in a form to be
approved by Landlord and provided at Tenant’s expense.  Any persons found in the Building at such
times without such keys or passes will be subject to the surveillance of the
employees and agents of Landlord. 
Landlord shall be under no responsibility for failure to enforce this
rule.


5.                                       Security: 
Landlord may from time to time adopt appropriate systems and procedures
for the security or safety of the Building, any persons occupying, using or
entering the same, or any equipment, finishings or contents thereof, and Tenant
shall comply with Landlord’s reasonable requirements relative thereto.


6.                                       Locks: 
Landlord may from time to time install and change locking mechanisms on
entrances to the Building, common areas thereof, and the Premises, and (unless
24 hour security is provided by the Building) shall provide to Tenant a
reasonable number of keys and replacements therefor to meet the bona 


 


	
  

  	
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fide requirements of
Tenant.  In these rules “keys” include
any device serving the same purpose. 
Tenant shall not add to or change existing locking mechanisms on any
door in or to the Premises without Landlord’s prior written consent.  If Tenant installs lock(s) incompatible with
the Building master locking system:


.1               Landlord, without abatement of Rent, shall be
relieved of any obligation under the Lease to provide any service to the
affected areas which require access thereto,


.2               Tenant shall indemnify Landlord against any
expense as a result of forced entry thereto which may be required in an
emergency, and


.3               Tenant shall at the end of the Term and at
Landlord’s request remove such locks at Tenant’s expense.


7.                                       Return of
Keys:  Tenant shall promptly return to Landlord at
the end of the Term all keys for the Building and Premises which are in
possession of Tenant.


8.                                       Food:  Tenant
shall not install or permit the installation or use of any machine dispensing
goods for sale in the Premises or the Building or permit the delivery of any
food or beverages to the Premises without the approval of Landlord or in
contravention of any regulations made by Landlord.  Only persons authorized by Landlord shall be
permitted to deliver or to use the elevators in the Building for the purpose of
delivering food or beverages to the Premises. Landlord acknowledges that
Tenant, acting reasonably, will be permitted to have small quantities of food
and beverages delivered to the Premises provided such delivery does not
interfere with traffic flow to the Building and with Building operations.


9.                                       Repair,
Maintenance Alterations and Improvements:  Tenant shall carry out Tenant’s
repair, maintenance, alterations and improvements in the Premises only during
times agreed to in advance by Landlord and in a manner which will not interfere
with the rights of other tenants in the Building and in compliance with the
Lease.


10.                                 Water
Fixtures:  Tenant shall not use water fixtures for any
purpose for which they are not intended, nor shall water be wasted by tampering
with such fixtures.  Any cost or damage
resulting from such misuse by Tenant shall be paid for by Tenant.


11.                                 Personal Use
of Premises:  The Premises shall not be used or permitted
to be used for residential, lodging or sleeping purposes or for the storage of
personal effects or property not required for business purposes.


12.                                 Animals,
Bicycles:  Tenant shall not bring any animals or birds
into the Building and shall not permit bicycles or other vehicles inside or on
the sidewalks outside the Building except in areas designated from time to time
by Landlord for such purposes.


13.                                 Windows:  Tenant
shall observe Landlord’s rules with respect to maintaining window coverings at
all windows in the Premises so that the Building presents a uniform exterior
appearance, and shall not install any window shades, screens, drapes, covers or
other materials or signs on or at any window in the Premises without Landlord’s
prior written consent.  Tenant shall
ensure that window coverings are closed on all windows in the Premises while
they are exposed to the direct rays of the sun.


 


	
  

  	
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14.                                 Carpet Pads:  In
those portions of the Premises where carpet has been provided directly or
indirectly by Landlord, Tenant shall at its own expense install and maintain
pads to protect the carpet under all furniture having casters other than carpet
casters.


15.                                 Nuisance:  Tenant
shall not perform any acts or carry on any practice which may damage the
Building or the Common Areas or be a nuisance to any tenant in the Building.


16.                                 Installations:  Tenant
shall not mark, drill into, bore or cut or in any way damage or deface the
walls, ceilings, or floors of the Premises. 
No wires, pipes, conduits, telephonic, telegraphic, electronic wire
service, information technology equipment or other connections shall be
installed in the Premises without the prior written approval of Landlord.


17.                                 Contaminants:  Tenant
shall not permit any Discharge to occur in or about the Building or the
Premises and shall not use or permit any Contaminant to be brought into the
Building or the Premises.


18.                                 Deliveries:  Tenant
shall ensure that deliveries of materials and supplies to the Premises are made
through such delivery facilities, entrances, elevators and corridors and at
such times as may from time to time be designated by Landlord, and shall
promptly pay or cause to be paid to Landlord the cost of repairing any damage
in the Building caused by any person making such deliveries.


19.                                 Furniture
and Equipment:  Tenant shall ensure that furniture, fixtures,
furnishing and equipment being moved into or out of the Premises is moved
through such delivery facilities, entrances, elevators and corridors and at
such times as may from time to time be designated by Landlord, and by movers or
a moving company approved by Landlord, and shall promptly pay or cause to be
paid to Landlord the cost of repairing any damage in the Building caused
thereby.


20.                                 Solicitations: 
Landlord reserves the right to restrict or prohibit canvassing,
soliciting or peddling in the Building.


21.                                 Refuse:  Tenant
shall place all refuse in proper receptacles provided by Tenant at its expense
in the Premises or in receptacles (if any) provided by Landlord for the
Building, and shall keep sidewalks and driveways outside the Building, and
lobbies, corridors, stairwells, ducts and shafts of the Building, free of all
refuse.


22.                                 Dangerous,
Immoral or Hazardous Activities:  Tenant shall not make any use
of the Premises which involves the danger of injury to any person, nor shall
the same be used for any immoral purpose or to commit any act of waste or
damage to any part of the Premises or to use any part of the Premises so as to
constitute a hazard.


23.                                 Proper
Conduct:  Tenant shall not conduct itself in any manner
which is inconsistent with the character of the Building which will impair the
comfort and convenience of other tenants in the Building.  Such prohibited conduct shall include the playing
of loud music and the placing of anything in Common Areas.


24.                                 Employees,
Agents and Invitees:  In these Operating Standards, Tenant includes
the employees, agents; invitees and licensees of Tenant and others permitted by
Tenant to use or occupy the Premises.


 


	
  

  	
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25.                                 Parking: 
Landlord, from time to time, may prohibit Tenant, Tenant’s employees and
Tenant’s suppliers and others making deliveries to or receiving shipments from
the Premises from parking anywhere within the Building.  If Landlord designates Tenant parking areas
in the Building, Tenant shall park its vehicles and shall cause its employees
to park their vehicles only in such designated parking areas.  Tenant shall furnish Landlord, upon request,
with the current license numbers of all vehicles owned or used by Tenant or its
employees and Tenant thereafter shall notify Landlord of any changes in such
numbers within 5 days after the occurrence thereof.  In the event of failure of Tenant or its
employees to park their vehicles in such designated parking areas, Tenant shall
forthwith on demand pay to Landlord, as additional rent, the sum of $30 per day
per each car so parked.  Landlord
reserves the right to impose reasonable charges upon any person (including the
general public) for the use of any parking facilities which may from time to
time form a part of the Building.


 


	
  

  	
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SCHEDULE 5


INTENTIONALLY DELETED


 


	
  

  	
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SCHEDULE 6


INTENTIONALLY DELETED


 


	
  

  	
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SCHEDULE 7


GUARANTEE AND INDEMNITY


N/A


 


	
  

  	
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SCHEDULE 8


DETERMINATION OF RENTABLE AREA


DETERMINATION OF SQUARE FEET IN THE PREMISES


Office Space - Single-Tenancy Floors:  The number of Square Feet in the Premises on
a single tenancy floor in the Building (if any), whether above or below grade,
shall be calculated from dimensioned Architect’s drawings to the inside face of
the glass in the permanent exterior walls (whether or not the glass extends to
the floor) or to the inside finish of those walls which contain no glass.  It shall include all space within exterior
building walls except for stairs (other than stairs exclusively serving a
tenant occupying offices on more than one floor), elevator shafts, flues, pipe
shafts, vertical ducts, and other vertical risers which penetrate the floor and
their enclosing walls.  No deduction
shall be made for washrooms, janitor closets, air conditioning rooms, fan
closets, mechanical rooms, or for electrical or telephone rooms within and
servicing only that floor or servicing a single tenant on more than one floor,
or for any other rooms, corridors, or areas available to the tenant on that
floor for its use, furnishings or personnel, or for any columns located wholly
or partially within the space, or for any enclosures around the periphery of
the Building used for the purpose of cooling, heating or ventilating.


Office Space - Multiple-Tenancy Floors:  The number of square feet in the Premises on
a multiple tenancy floor in the Building (if any), whether above or below
grade, shall be calculated from dimensioned Architect’s drawings to the inside
face of the glass in permanent exterior walls as described above for a
single-tenancy floor or to the inside finish of permanent exterior building
walls which contain no glass, to the face of permanent interior walls and to the
centre line of demising partitions and shall also include a pro rata portion of
the Unallocated Space on the same floor(s) as the Premises.  No deduction shall be made for any column,
located wholly or partially within the rentable space, or for any enclosures
around the periphery of the Building used for the purpose of cooling, heating
or ventilating.


Retail Space:  The number of square feet of retail space in
the Premises (if any), whether above or below grade, shall be calculated from
dimensioned Architect’s drawings to the inside face of permanent exterior
walls, to the face of permanent interior walls, to the centre line of demising
partitions, and to the centre line of a pre-determined lease line (usually
referred to as the storefront line) in the case of retail space facing onto
either an interior public wall or corridor or onto a public street or
lane.  No deduction shall be made for
vestibules inside the permanent exterior building walls or inside the pre-determined
lease line, or for any columns located wholly or partially within the rentable
space.


Certification by Architect:  If, as the result of a certification or
re-certification by the Architect of the number of Square Feet in the Premises,
there is to be a proportionate adjustment of Rent and of other Tenant charges
which are based upon the Rentable Area of the Premises, such adjustment shall
be made and become effective on: (a) the Commencement Date if certified in the
first year of the Term; and (b) the first day of the month following the date
of the certification or recertification by the Architect if certified or
re-certified after the end of the first year of the Term.


If Tenant shall require a
certification or re-certification by the Architect of the number of Rentable
Area of the Premises at any time prior to or during the Term, Tenant will pay
for the cost of same.  Prior to any such
certification or re-certification Tenant shall agree in writing on Landlord’s
form to the exact cost thereof.


 


	
  

  	
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SCHEDULE 9


SPECIAL PROVISIONS


Parking
& Loading Area: During the Term and in accordance with
the Landlord’s Operating Standards in effect from time to time related to
parking, have the use of:


a)              Tenant shall, have
the use of ten (10) reserved
outdoor parking spaces located in the parking area on the north wall of the
Building, at no cost; and,


b)             Subject to the
Landlord entering into a satisfactory parking agreement with Le Groupe Heafey
to lease parking spaces at its building located at 1040 St-Joseph Boulevard,
Tenant shall, have the use of and shall pay for Twenty - Five (25) reserved outdoor parking spaces, in the
parking area as designated by Landlord from time to time, at the parking rate
of $40.00 per month plus
applicable taxes for each parking space, such rate subject to change from time
to time with thirty 30 days notice in writing.


c)              Tenant shall have
the use of the loading dock located on the west of the Building, at no cost.


 


	
  

  	
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