Exhibit 4.60


Exhibit
  4.60




			
	January 10, 2007

	OFFER TO RENEW

	 

	Mr. Brian Fairbank

Fairbank Engineering Ltd.

Suite 901 — 409 Granville Street Vancouver, BC

V5C 1T2

	 
	Dodwell







Dear Mr. Brian Fairbanks,

Reference: Suite 901 — 409 Granville Street, Vancouver, BC

Further to our conversation, we confirm that Nevada Geothermal Power Inc. (the "Tenant") hereby offers to enter into an Agreement to renew the lease and reduce the area of the premises with United Kingdom. Building Limited (the "Landlord") upon the following terms and conditions.




Premises:

Suite 901, being 577 square feet.  The premises shall be provided  on an “as is” basis.  All  improvements shall be the Tenant’s responsibility




Term:

Six (6) Months, commencing May 1, 2007 and expiring on November 30, 2007




Gross Rent:

$750.00 per month plus GST.




All other terms and conditions are as per existing lease.

The Landlord shall prepare and deliver to the Tenant, and the Tenant shall forthwith execute and deliver to the Landlord, the Landlord's standard form of Lease Amending Agreement, which shall incorporate the terms and conditions outlined in this Offer to Renew. All other terms and conditions shall be same as the existing Lease. All other terms and conditions are as per the Existing Lease, except for Schedule “D” Landlord’s Work and Schedule “E” Additional Terms and Conditions, which shall be amended




The Tenant acknowledges that Dodwell Realty Ltd. and David D. Kristen are acting on the sole behalf of the Landlord and that this Offer to Renew is subject to the Landlord's approval.

Execution and delivery of this Offer to Renew by the parties will constitute a binding and enforceable contract, and, until such time as the Lease Amending Agreement is fully executed by the parties hereto, the Tenant shall be bound by the provisions of this Offer to Renew as if the Lease Amending Agreement had been fully executed by the parties hereto, and the terms thereof







Dodwell Realty Ltd. 1166 Alberni Street, Suite 1701, Vancouver, BC, Canada V6E 3Z3 

Tel: 604-689-0603 Fax: 604-688-3245 www.dodwell.bc.ca














Dodwell




incorporated into the Lease Amending Agreement. The parties expressly acknowledge and agree that this Offer to Renew is not to be construed as an agreement to agree or in any other manner that might render this Offer to Renew, or any provision herein, unenforceable. This Offer to Renew, once accepted, will enure to the benefit and be binding upon the parties and their respective successors and permitted assigns.

The Tenant acknowledge that the terms and conditions outlined in this Offer to Lease are highly confidential and provided strictly for the purpose of establishing tenancy. Any disclosure of the information contained herein will result in a material breach of this Offer to Renew

All terms and conditions are subject to Landlord's approval.

This Offer to Renew is open for acceptance by the parties until 5:00 pm, Vancouver time, on the seventh business day following the date of this Offer to Renew, and thereafter, if not accepted by the parties, shall be null and void.

Yours truly,

/s/ Dave Kristen

Dave Kristen

DODWELL REALTY LTD.




DATED at Vancouver, BC, this, 16th day of February, 2007.




NEVADA GEOTHERMAL POWER INC 

 (TENANT)




		
	Per:

	/s/ Brian Fairbank


	 
	Authorized Signatory







We hereby accept this Offer and agree to be bound by the terms and conditions contained herein.




DATED at Vancouver, BC, this 22nd day of February, 2007.




UNITED KINGDOM BUILDING LIMITED

(LANDLORD)




		
	Per:

	/s/


	 
	Authorized Signatory

















 

MORGUARD
  REAL ESTATE INVESTMENT TRUST 

(Landlord)

-
  and -

CONTINENTAL
  RIDGE RESOURCES INC. 

  (Tenant)

LEASE
  OF OFFICE SPACE

  MULTI-TENANT OFFICE PROJECT

LEASED PREMISES:
  Suite 901 - 409 Granville Street

Vancouver, British
  Columbia

V6C 1T2



  













TABLE OF CONTENTS

TERM
  SHEET

ARTICLE
  1.00 - DEFINITIONS 

1.01

Definitions

ARTICLE
  2.00 - GRANT OF LEASE AND GENERAL COVENANTS

2.01

Grant

2.02

Landlord's
  General Covenants

2.03

Tenant's
  General Covenants

ARTICLE
  3.00 - TERM AND POSSESSION

3.01

Term

3.02

Early
  Occupancy

3.03

Delayed
  Possession

3.04

Acceptance
  of Leased Premises

ARTICLE 4.00 -
  RENT

4.01

Rent

4.02

Security
  Deposit

4.03

Intent

4.04

Payment
  of Rent - General

4.05

Partial
  Month

4.06

Payment
  of Tenant's Occupancy Costs

4.07

Resolution
  of Disputes

4.08

Area
  Determination

4.09

Vacancy

4.10

Method
  of Payment

ARTICLE
  5.00 - USE AND OCCUPATION 

5.01

Use
  of Leased Premises

5.02

Compliance
  with Laws

5.03

Prohibited
  Uses

5.04

Common
  Elements

5.05

Hazardous
  Use

5.06

Tenant’s
  Security interest

5.07

Rules
  and Regulations

5.08

Permitted
  Signs

5.09

Prohibited
  Signs

5.10

Window
  Coverings

5.11

Parking

5.12

Authorization
  of Enquiries

5.13

Records

5.14

Overloading

5.15

Telecommunications

ARTICLE
  6.00 - SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY THE LANDLORD

6.01

Operation
  of Project

6.02

Building
  Services and Facilities

6.03

Maintenance,
  Repair and Replacement

6.04

Alterations
  / Renovations by Landlord

6.05

Access
  by Landlord

6.06

Energy
  Conservation

6.07

Supervision
  and Extended Services

6.08

Landlord's
  Work

6.09

Control
  by the Landlord





ARTICLE 7.00 -
  PAYMENT FOR SERVICES AND MAINTENANCE, REPAIR AND ALTERATIONS BY THE TENANT

7.01

Utilities

7.02

Lights

7.03

Heating,
  Ventilation and Air-Conditioning

7.04

Alterations
  by Tenant

7.05

Tenant's
  Fixtures and Personal Property

7.06

Maintenance
  and Repair

7.07

Inspection

7.08

Failure
  to Maintain

7.09

Liens

7.10

Roof



  













ARTICLE
  8.00 - TAXES

8.01

Taxes
  Payable by Landlord

8.02

Taxes
  Payable by Tenant

8.03

Tax
  Increases Attributable to Tenant

8.04

GST

8.05

Landlord's
  Election

8.06

Right
  to Contest

ARTICLE
  9.00 - INSURANCE, LIABILITY AND ENVIRONMENTAL

9.01

Landlord's
  insurance

9.02

Tenant's
  Insurance

9.03

Placement
  of Tenant's Insurance by Landlord

9.04

Limitation
  of Landlord's Liability

9.05

Environmental
  Issues

ARTICLE
  10.00 - DAMAGE AND DESTRUCTION

10.01
  Limited Damage to Leased Premises, Access or Services 

10.02
  Major Damage to Leased Premises

10.03
  Damage to Building

10.04
  No Abatement

10.05
  Notify Landlord

10.06
  Expropriation

ARTICLE
  11.00 - DEFAULT

11.01

Arrears

11.02

Costs
  of Enforcement

11.03

Performance
  of Tenant's Obligations

11.04

Events
  of Default

11.05

Remedies
  on Default

11.06

Availability
  of Remedies

11.07

Waiver

11.08

Waiver
  of Exemption and Redemption

11.09

Companies'
  Creditors Arrangement Act

ARTICLE 12.00
  - ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS

12.01

Request
  for Consent

12.02

Basis
  for Consent

12.03

Terms
  and Conditions Relating to Consents

12.04

Subsequent
  Transfers

12.05

Profit
  Rents upon Transfers

12.06

Advertising

12.07

Grant
  of Security Interest by Transferee

ARTICLE
  13.00 - TRANSFERS BY LANDLORD

13.01

Sale,
  Conveyance and Assignment

13.02

Effects
  of Transfer

13.03

Subordination

13.04

Attornment

13.05

Effect
  of Attornment

13.06

Repurchase





ARTICLE 14.00 -
  SURRENDER

14.01

Possession
  and Restoration

14.02

Tenant's
  Trade Fixtures and Personal Property

14.03

Overholding

ARTICLE
  15.00 - GENERAL

15.01

Estoppel
  Certificates

15.02

Entire
  Agreement

15.03

No
  Registration of Leases or Notices

15.04

Project
  Name and Trademarks

15.05

Demolition
  / Substantial Renovation

15.06

Relocation

15.07

“For
  Lease” Signs

15.08

Unavoidable
  Delays

15.09

Limitation
  of Recourse

15.10

Notice

15.11

Delegation
  of Authority

15.12

Relationship
  of Parties

15.13

Governing
  Law

15.14

Amendment
  or Modification

15.15

Legal
  and Administration Costs

15.16

Construction



  





















15.
  17

Captions
  and Headings

15.18

Interpretation

15.19

Time
  of the Essence

15.20

Successors
  and Assigns

15.21

Counterparts

15.22

Further
  Schedules

15.23

Independent
  Legal Advice

15.24

No
  Offer

15.25

Landlord's
  Security Interest

15.26

Survival
  of Covenants and Indemnities

15.27

Exculpatory
  Provisions

15.28

Brokerage
  Commissions

15.29

Covenants
  to be Performed at Landlord's Option

15.30

Radiation





			
	SCHEDULES
	 

	Schedules

      Schedules

      Schedules

      Schedules

      Schedules

      Schedules

      Schedules

      Schedules

      Schedules
	"A"

      "A-1”

      "B" 

      "C"

      "D"

      "E"

      "F"

      "G"

      "H"
	Plan
        Showing Leased Premises

      Legal Description
        of Land

      Definitions

      Rules and
        Regulations

      Landlord's
        Work

      Additional
        Covenants, Agreements and Conditions (if any) Indemnity Agreement (if
        applicable)

      Security
        Interest

      Contents
        of Leased Premises









  













TERM
  SHEET





			
	1.

      (a)
	LANDLORD:

      Address
        of Landlord's Manager:
	

      

      UNITED
        KINGDOM BUILDING LIMITED

      

      

      c/o DODWELL REALTY LTD 

      Suite 1701-166 Alberni Street

      Vancouver,
        B.C.

      V6E 3Z3

	 
	 
	Telephone:

      [604] 689-0603

	 
	 
	Fax
        Number:

      [604] 688-3245

	(b)
	Landlord's
        "Environmental Contact":
	Operations
        Manager

	(c)
	Landlord's Head
        Office:
	c/o
        DODWELL REALTY LTD.

	 
	 
	Suite 1701-1166
        Alberni Street

	 
	 
	Vancouver, BC

	 
	 
	V6E
        3Z3

	 
	 
	Telephone:
        604-689-0603

	 
	 
	Fax
        Number: 604-688-3245

	(d)
	United
        Kingdom Building Limited  holds registered title to the Project as
        nominee of the Landlord

      

      

	2.
	TENANT
        (legal name):
	FAIRBANK
        ENGINEERING LTD..

	(a)
	Address of Leased
        Premises:
	Suite 901 -
        409 Granville Street

	 
	 
	Vancouver, British
        Columbia

	 
	 
	V6C 1T2

	 
	 
	  

	 
	 
	Telephone:

      [604]
        688-1553

	 
	 
	  

	 
	 
	Fax
        Number:[604] 688-5926

	 
	

      
	 

	 
	

      
	 

	(b)
	Tenant’s
        Head Office
	As
        above

	 
	

      
	 

	 
	Contact’s
        Name:
	 

	 
	

      
	 

	 
	Contacts
        title:
	 

	 
	

      
	 

	 
	 
	Telephone:

	 
	

      
	 

	 
	 
	Fax
        number:







			
	3.
	Project Name and
        Address:
	UNITED
        KINGDOM BUILDING

	 
	 
	409 Granville Street

	 
	 
	Vancouver, B. C., V6C
        1T2

	4.
	Leased
        Premises:
	Attached
        as Schedule "A" to the Lease is a plan of the Project showing
        the Leased Premises by a distinguishing outline. The Leased Premises are
        designated as Suite 901-409 Granville Street, Vancouver, BC V6C 1T2.

	 
	 
	 

	5.
	Rentable
        Area of Leased Premises:
	Approximately
        577 square feet, subject to adjustment in accordance with the definition
        of Rentable Area and Section 4.08.

	 
	 
	 

	6.
	(a)

      Security Deposit:
	$2,126.90
        (Section 4.02)

	 
	(b)

      Other Deposit:
	N/A (Schedule
        "E")

	7.
	Term:
	One
        (1) years

	(a)
	First
        Day of Term:
	The 1st
        of October, 2004

	 
	 
	(hereinafter referred
        to as the "Commencement Date")

	(b)
	Last
        Day of Term:
	The 30th
        day of September, 2005





  

























			
	8.
	Minimum
        Rent
	The
        Tenant shall pay to the Landlord as annual basic rent (the"Basic
        Rent"), without any deduction, set-off or abatement, as follows:

	 
	 
	(a)

      for Lease
        Years 1, the amount of $5,193.00 per annum payable in equal consecutive
        monthly instalments of $432.75 each in advance on the first day
        of each and every calendar month from the Commencement Date, based upon
        an annual rate of $9.00 per square foot per annum of the Rentable Area
        of the Leased Premises.

	9.
	Use
        of Leased Premises:
	The
        Leased Premises shall be used solely for the purpose of general office
        for a resource company

	10.
	Environmental
        Issues:
	Lease
        Section 9.05:

	11.
	Indemnifier
	N/A

	 
	Address
	 

	 
	 
	Telephone:

	 
	 
	Fax
        Number:

	 
	 
	 







12.

 Additional
  Covenants, Agreements and Conditions (if any) are more particularly set
  out in Schedule "E".



  













LEASE
  OF OFFICE SPACE

  MULTI-TENANT OFFICE BUILDING

THIS LEASE is
  made as of the 1st day of September, 2004.

BETWEEN:

UNITED KINGDOM
  BUILDING LIMITED,

(the
  "Landlord")

OF
  THE FIRST PART

AND:

CONTINENTAL RIDGE RESOURCES INC.,

a Company duly
  incorporated under the laws of the Province of British Columbia;

(the
  "Tenant")

OF
  THE SECOND PART

IN
  CONSIDERATION of the mutual covenants contained herein, the parties hereby
  agree as follows:

ARTICLE
  1.00 DEFINITIONS





1.01

Definitions





In this Lease the terms defined in Schedule
  "B" shall have the meanings designated therein respectively.





ARTICLE 2.00 - GRANT OF LEASE AND
  GENERAL COVENANTS





2.01

Grant





The Landlord hereby leases to the Tenant
  and the Tenant hereby leases from the Landlord the Leased Premises, to have
  and to hold during the Term, subject to the terms and conditions of this Lease.





2.02

Landlord's General
  Covenants





The Landlord covenants with the Tenant:






(a)

subject to the provisions
  of this Lease, for quiet enjoyment of the Leased Premises so

long as the Tenant shall observe and
  perform all of the covenants and obligations of the Tenant herein; and





(b)

to observe and perform
  all the covenants and obligations of the Landlord herein.





2.03

Tenant's
  General Covenants





The Tenant covenants
  with the Landlord:





(a)

to
  pay Rent without any deduction, abatement or set-off whatsoever; and





(b)

to
  observe and perform all the covenants and obligations of the Tenant herein.









ARTICLE
  3.00 - TERM AND POSSESSION

3.01

Term

The
  Term of this Lease shall begin on the Commencement Date and end on the date
  set out in Item 7(b) of the Term Sheet unless terminated earlier as provided
  in this Lease.

3.02

Early
  Occupancy





The Tenant may, with the
  Landlord's prior written consent, use and occupy the Leased Premises or portions
  thereof before the Commencement Date. In the event of early occupancy, the Tenant
  shall pay to the Landlord on the date of occupancy a rental for the period from
  the date the Tenant begins to use or occupy the Leased Premises or portions
  thereof to the Commencement Date, which rental shall be that proportion of the
  Rent for the first calendar year of the Term which the number of days in
  such period is of 365, multiplied by that proportion that the part of the Leased
  Premises used and occupied from time to time by the Tenant prior to the Commencement
  Date is of the total area of the Leased Premises. Except where clearly inapplicable,
  all provisions of this Lease shall apply during such period.







  





















3.03

Delayed
  Possession 





If the Landlord is unable
  to deliver possession of all or any portion of the Leased Premises by the Commencement
  Date, this Lease shall remain in full force and effect and the Tenant shall
  take possession of the Leased Premises on the date when the Landlord delivers
  possession of all of the Leased Premises, which date shall be conclusively established
  by notice in writing from the Landlord to the Tenant at least ten (10) days
  before such date. The Landlord shall not be liable to the Tenant for any loss,
  damage or inconvenience resulting from any delay in delivering possession of
  the Leased Premises but, unless the delay is caused by or attributable to the
  Tenant, its servants, agents or independent contractors, no Rent shall be payable
  by the Tenant for the period prior to the date on which the Landlord can deliver
  possession of all of the Leased Premises, unless the Tenant elects to take possession
  of a portion of the Leased Premises, in which case Rent shall be payable in
  respect thereof from the date such possession is so taken. Despite anything
  contained to the contrary in this Section 3.03, if the Landlord is of the opinion
  that it is unable to deliver possession of all or any part of the Leased Premises
  by the expiration of six (6) months from the Commencement Date, the Landlord
  shall have the right to terminate this Lease upon written notice to the Tenant,
  whereupon neither party shall have any liability to the other.





3.04

Acceptance
  of Leased Premises





Taking possession of all
  or any portion of the Leased Premises by the Tenant shall be conclusive evidence
  as against the Tenant that the Leased Premises or such portion thereof
  and the Common Elements are in satisfactory condition on the date of taking
  possession, subject only to latent defects and to deficiencies (if any) listed
  in writing in a notice delivered by the Tenant to the Landlord not more than
  ten (10) days after the date of taking possession.





ARTICLE 4.00 - RENT





4.01

Rent
  





The Tenant shall pay to
  the Landlord as Rent for the Leased Premises the aggregate of:





(a)

Basic
  Rent in respect of each year of the Term, payable in advance and without notice
  or demand in monthly instalments as set out in Item 8 of the Term Sheet commencing
  on the Commencement Date and on the first day of each calendar month thereafter
  during the Term;





(b)

Tenant's
  Occupancy Costs, which shall include Tenant's Proportionate Share of Taxes,
  during the Term, payable in monthly instalments at the times and in the manner
  provided in Section 4.06; and





(c)


all amounts (other
  than payments under Sections 9.01(a) and (b)) payable by the Tenant to the Landlord
  under this Lease, at the times and in the manner provided in this Lease or,
  if not so provided, as reasonably required by the Landlord.





4.02
  

Security
  Deposit





The Landlord acknowledges
  receipt on or before the Commencement Date of the amount set out in Item 6(a)
  of the Term Sheet (the "Security Deposit") to be held by the Landlord,
  without any liability whatsoever on the part of the Landlord for the payment
  of interest thereon, as a security deposit, to be applied on account for
  payment of first and last months’ Rent, or as otherwise provided in this
  Section 4.02 for the faithful performance by the Tenant of the terms,
  covenants and conditions of this Lease during the Term hereof and not to be
  applied on account of Rent except as otherwise provided in this Section 4.02.
  The Security Deposit will not be a limitation on the Landlord's damages or other
  rights and remedies available under this Lease or at law or equity, nor shall
  the Security Deposit be either a payment of liquidated damages or an advance
  payment of Rent. The Landlord shall have no fiduciary responsibilities or trust
  obligations whatsoever with regard to the Security Deposit and shall not assume
  the duties of a trustee for the Security Deposit. The Security Deposit shall
  not be mortgaged, assigned or encumbered by the Tenant and the Landlord shall
  not be bound by any such mortgage, assignment or encumbrance. It is understood
  and agreed between the parties that any portion of the Security Deposit may,
  at the Landlord's option, be applied toward the payment of overdue or unpaid
  Rent and may also be applied as compensation to the Landlord for any loss or
  damage sustained with respect to the breach on the part of the Tenant of any
  terms, covenants and conditions of this Lease, provided in all cases, however,
  that the Tenant's liability hereunder is not limited to the amount of the Security
  Deposit. If during the Term any portion of the Security Deposit is so applied,
  then the Tenant shall on written demand deliver to the Landlord a sufficient
  amount in cash or by certified cheque to restore the Security Deposit to the
  original sum deposited. The Landlord shall refund to the Tenant after the expiry
  date of this Lease any portion of the Security Deposit not used by the Landlord
  after application by the Landlord to any damage incurred by the Landlord by
  reason of the default of the Tenant under the terms of this Lease. It is further
  provided that the Landlord will be discharged from all liability to the Tenant
  with respect to the Security Deposit to the extent that it is transferred to
  any purchaser of the Landlord's interest in the Leased Premises.







  













4.03

Intent





It is the stated purpose
  and intent of the Landlord and the Tenant that this Lease and the Rent shall
  be fully net to the Landlord.





4.04
  

Payment
  of Rent – General





All amounts payable by
  the Tenant to the Landlord pursuant to this Lease shall be deemed to be Rent
  and shall be payable and recoverable as Rent in the manner herein provided and
  the Landlord shall have all rights against the Tenant for default in any such
  payment as in the case of arrears of Rent. Rent shall be paid to the Landlord
  in lawful money of Canada, without deduction, abatement or set-off, at the local
  address of the Landlord set out in Item 1(c) of the Term Sheet or to
  such other Person or such other address as the Landlord may from time to time
  designate in writing. The Tenant's obligation to pay Rent shall survive the
  expiration or earlier termination of this Lease. Any Rent or other sum received
  or accepted by the Landlord and paid by anyone other than the Tenant, on behalf
  of the Tenant, shall not release or in any way affect the covenants of the Tenant
  set out in this Lease and is not to be construed by the Tenant as the Landlord's
  consent to a Transfer under Article 12.00. Any Rent or other sum received by
  the Landlord from or for the account of the Tenant while the Tenant is in default
  under this Lease may be applied at the Landlord's option to the satisfaction
  in whole or in part of any of the obligations of the Tenant then due under this
  Lease in such manner as the Landlord sees fit regardless of any designation
  or instruction of the Tenant to the contrary.





4.05
  

Partial
  Month





If the Commencement Date
  is a 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, Rent for the fractions of
  a month at the beginning and at the end of the Term shall be adjusted pro
  rata on a per diem basis.









4.06

Payment
  of Tenant's Occupancy Costs



  (1.)

Estimate
  and Payment:





(a)

The Landlord
  shall deliver to the Tenant a written estimate or a written revised estimate
  of: (i) Tenant's Operating Costs for each Fiscal Year; and (ii) Tenant's Proportionate
  Share of Taxes for each Fiscal Year. The Tenant shall pay to the Landlord the
  amount so estimated in equal monthly instalments (except as otherwise required
  in this Section 4.06 with respect to Property Taxes) in advance over that Fiscal
  Year simultaneously with the Tenant's payments on account of Minimum Rent. If
  the Landlord does not deliver to the Tenant such an estimate, the Tenant shall
  continue to pay Tenant's Operating Costs and Tenant's Proportionate Share of
  Taxes based on the last such estimate delivered by the Landlord until a further
  estimate is delivered by the Landlord and the next payment on account of Tenant's
  Operating Costs or Taxes shall be adjusted to take into account any over or
  under payment in the preceding instalments paid in the Fiscal Year to which
  the estimate or revised estimate relates. Notwithstanding the foregoing, as
  soon as bills for all or any portion of amounts included in Operating Costs
  (including, without limitation, Taxes) as so estimated are received, the Landlord
  may bill the Tenant for the Tenant's Proportionate Share thereof and the Tenant
  shall pay the Landlord such amounts so billed (less all amounts previously paid
  on account by the Tenant on the basis of the Landlord's estimate as aforesaid)
  as Rent within five (5) days following demand therefor.





(b)

Within
  a reasonable time after the date in each calendar year when the final instalment
  of Property Taxes is due in respect of commercial properties generally in the
  municipality in which the Project is located (the "Final Payment Date"),
  the Landlord shall deliver a statement (the "Tax Statement") to the
  Tenant that (i) specifies the Tenant's Proportionate Share of Taxes for the
  Property Tax Year and (ii) sets out the total (the "Prepayment Total")
  of amounts payable under this Section 4.06(1)(b) that have been paid by the
  Tenant between the Final Payment Date in the previous Property Tax Year and
  the Final Payment Date of the current Property Tax Year. If the Prepayment Total,
  less any amounts that were previously credited to the Tenant, and any amounts
  paid for arrears in respect of previous Property Tax Years, (the "Net Prepayment
  Total") is less than the Tenant's Proportionate Share of Taxes specified
  in the Tax Statement, the Tenant shall pay the deficiency with the next monthly
  payment of Basic Rent. If the Net Prepayment Total exceeds the Tenant's Proportionate
  Share of Taxes specified in the Tax Statement, the Landlord shall, unless the
  Tenant is then in default under this Lease, credit the excess to the Tenant
  on account of the next succeeding payments of Tenant's Occupancy Costs. The
  Landlord may estimate Property Taxes for the Property Tax Year following the
  then current Property Tax Year, and the Tenant shall continue after the Final
  Payment Date, to make monthly payment in advance, in amounts determined by the
  Landlord, for periods determined by the Landlord. The monthly payments paid
  by the Tenant after the Final Payment Date shall be credited against the Tenant's
  Proportionate Share of Taxes for the subsequent Property Tax Year.





(c)


Any portion
  of the Tenant's Proportionate Share of Taxes accrued with respect to the Term
  or any part thereof paid by the Landlord prior to the Commencement Date shall
  be reimbursed by the Tenant to the Landlord on the Commencement Date or on demand
  thereafter. Subject to Sections 8.03 and 8.05, the Tenant shall pay the Tenant's
  Proportionate Share of any Property Taxes or of the Landlord's reasonable estimate
  thereof monthly in advance in the same manner as for payment of Tenant's Occupancy
  Costs.





Notwithstanding the foregoing,
  the Landlord shall always have the right:







  





















(i)

to
  revise the amount of instalments on account of Property Taxes payable by the
  Tenant to an amount that allows the Landlord to collect all Property Taxes payable
  by the Tenant by the final due date of Property Taxes for the calendar year;
  and/or





(ii)

to
  schedule and require payment by the Tenant of instalments on account of Property
  Taxes payable by the Tenant such that by the final due date of Property Taxes
  for any calendar year, the Tenant shall have paid to the Landlord the full amount
  of Property Taxes payable by the Tenant for such calendar year, which arrangement
  may include payment of instalments by the Tenant in a calendar year on account
  of Property Taxes payable by the Tenant for the next calendar year.





(2)

Annual
  Statement and Adjustment - The Landlord shall deliver to the Tenant within
  One Hundred and Twenty (120) days after the end of each Fiscal Year or as soon
  after that date as the same shall be prepared by or for the Landlord, a written
  statement setting out in reasonable detail the amount of Operating Costs for
  such Fiscal Year. If the total of monthly instalments of Tenant's Occupancy
  Costs actually paid by the Tenant to the Landlord during that Fiscal Year differs
  from the amount of Tenant's Operating Costs payable for that Fiscal Year under
  Section 4.01(b), the Tenant shall pay to the Landlord or, if the Tenant is not
  in default, the Landlord shall credit to the Tenant on account of the next succeeding
  payments of Tenant's Operating Costs, as the case may be, the difference, without
  interest, within thirty (30) days after the date of delivery of the statement.





(3)

Disputes
  - If the Tenant disputes the Landlord's statement setting out Operating
  Costs or the Tax Statement for any Fiscal Year, the Tenant shall provide notice
  thereof in writing to the Landlord within sixty (60) days of delivery of the
  statement in respect of that Fiscal Year. Notwithstanding delivery of such notice,
  the Tenant shall continue to pay Rent in accordance with the terms of this Lease.
  In the event of a dispute, the determination of Operating Costs and Tenant's
  Occupancy Costs or Tenant's Proportionate Share of Taxes as made by the Landlord's
  auditors shall be conclusive and binding upon both the Landlord and the Tenant.
  All costs of obtaining such determination shall be included in Operating Costs;
  provided that if the Landlord's auditors confirm the Landlord's calculations
  within a variance of five (5%) percent, the Tenant shall be solely responsible
  for the entire cost of such determination and shall pay such costs to the Landlord
  forthwith upon demand. If the Tenant and any one or more of the other tenants
  in the Project are responsible to pay such costs, the Tenant shall be jointly
  and severally liable with such other tenant or tenants.

4.07
  

Resolution
  of Disputes 

In
  the event of any disagreement as to the amount or propriety of any amount
  included in Operating Costs, a certificate of the auditor of the Landlord, acting
  reasonably, shall be conclusive as to the amount of Operating Costs for any
  period to which such certificate relates.

4.08

Area
  Determination

The
  Landlord may from time to time, as it deems necessary, cause the Rentable Area
  of the Leased Premises, the Building or any part thereof to be recalculated
  or remeasured and the cost thereof shall be included in Operating Costs (except
  as otherwise provided in this Section 4.08). Upon any such recalculation
  or remeasurement, Rent (including without limitation Basic Rent) shall be adjusted
  accordingly. If any calculation or determination by the Landlord of the Rentable
  Area of any premises (including the Leased Premises) is disputed or called
  in question, it shall be calculated or determined by the Landlord's architect
  or surveyor from time to time appointed for that purpose, whose certificate
  shall be conclusive and binding upon the parties hereto. The cost of such calculation
  or determination shall be included in Operating Costs; provided that if the
  Tenant disputes the Landlord's calculation or determination and the calculation
  or determination by the Landlord's architect or surveyor agrees with the Landlord's
  calculation or determination within a two (2%) percent variance, the Tenant
  shall pay the full cost of such calculation or determination forthwith upon
  demand. If the Tenant and any one or more of the other tenants in the Project
  are responsible to pay such costs, the Tenant shall be jointly and severally
  liable with such other tenant or tenants.

If
  any error shall be found in the calculation of the Rentable Area of the Leased
  Premises or in the calculation of Tenant's Proportionate Share, Rent (including
  without limitation Basic Rent) shall be adjusted for the Fiscal Year in which
  that error is discovered and for the Fiscal Year preceding the Fiscal Year in
  which the error was discovered, if any, and thereafter but not for any prior
  period.

4.09
  

Vacancy

If
  any part of the Building available for leasing is not occupied, the Landlord
  shall have the right, in respect of amounts forming part of Operating Costs
  which vary with occupancy, to include in Operating Costs a larger amount of
  costs, which larger amount shall be based on a reasonable estimate of the actual
  cost which would have been incurred if the unoccupied parts of the Building
  available for leasing were occupied, it being intended hereby that the Landlord
  shall obtain, to the extent reasonably possible, full reimbursement of Operating
  Costs attributable to or in respect of occupied premises, and not that (a) the
  Tenant shall subsidize Operating Costs incurred by the Landlord attributable
  to or in respect of vacant premises; or (b) the Landlord shall recover more
  than actual Operating Costs.



  













4.10

Method
  of Payment

(1)

Unless
  the Landlord advises otherwise in writing, the Tenant shall provide to the Landlord
  on or before the Commencement Date and thereafter on or before the beginning
  of each Fiscal Year during the Term and within ten (10) days after the delivery
  of the Landlord's estimate of any payment constituting Rent, post-dated cheques
  in the amount of Rent for each month during that Fiscal Year.

(2)

At the Landlord's request,
  the Tenant shall participate in a pm-authorized payment plan whereby the Landlord
  will be authorized to debit the Tenant's bank account each month or from time
  to time for Rent payable on a monthly basis, and any amount payable provisionally
  on an estimated basis. The Tenant hereby undertakes to execute and deliver such
  documents as may reasonably be required to give full force and effect to this
  Section 4. 1 0(2) within five (5) days of presentation. 

ARTICLE
  5.00 - USE AND OCCUPATION

5.01
  

Use
  of Leased Premises

The
  Tenant shall use and occupy only the usable part of the Leased Premises and
  only for office purposes to carry on the business set out in Item 9 of the Term
  Sheet and shall not use or permit the Leased Premises or any part thereof to
  be used or occupied for any other purpose or business, except as otherwise expressly
  permitted under this Lease or by any Person other than the Tenant. The Tenant
  shall be responsible for obtaining at its expense all necessary approvals, licences
  and permits, including but not limited to zoning, development, building, occupancy
  and business approvals, licences and permits, for its intended use of the Leased
  Premises and shall submit all applications for such approvals, licences and
  permits to the Landlord for its consent (which consent, if the application pertains
  to the zoning applicable to the Project or may adversely affect the value or
  use of the Project or any part thereof, may be arbitrarily withheld by the Landlord)
  prior to making application. Notwithstanding the Landlord's consent to an application,
  the Tenant shall indemnify and defend the Landlord and save it harmless from
  and against any and all Claims incurred or suffered by the Landlord directly
  or indirectly arising out of the Tenant's application for such approvals, licences
  or permits or the resulting approvals, licences and permits with respect to
  the use, intended or otherwise, of the Leased Premises whether such Claims are
  in respect of the Leased Premises or in respect of the Building or the Project.
  The Landlord makes no representation whether or not necessary approvals can
  be obtained for the Tenant's use or intended use. The Landlord makes no representations
  or warranties, express or implied, that the present or future use of the Leased
  Premises, if such use is anything other than office use, is legally fit for
  the intended use, or complies with any law, by-law or regulation governing the
  use of the Leased Premises.





5.02

 Compliance
  with Laws

The
  Tenant shall promptly and at its own cost comply with all present and future
  laws, regulations and orders relating to, and obtain and maintain in force all
  approvals, permits, licences and registrations required for, any of the following:

(a)

the
  occupation or use of and (he conduct of any business in or from the Leased Premises;

(b)

the
  condition of the Leasehold Improvements, fixtures, furniture and equipment installed
  therein;

(c)

Pollutants
  and the protection of the environment so far as those laws, regulations and
  orders or any of them relate to the Project; and

(d)


the making
  by the Tenant of any repairs, changes or improvements in or to the Project;






and the Tenant shall immediately
  give written notice to the Landlord of the occurrence of any event in the Leased
  Premises constituting an offence thereunder or being in breach thereof and if
  the Tenant shall, either alone or with others, cause the happening of any such
  event, the Tenant shall immediately give the Landlord notice to that effect
  and thereafter give the Landlord from time to time written notice of the extent
  and nature of the Tenant's compliance with the foregoing provisions of this
  Section.

The
  Tenant agrees that if the Landlord determines in its sole discretion that the
  Landlord, its property, its reputation or the Leased Premises or any one or
  more of the foregoing is placed in any jeopardy, as determined by the Landlord,
  by the requirements for any work required to ensure compliance with the foregoing
  provisions of this Section 5.02, or the Tenant is unable to fulfill its obligations
  under this Section, the Landlord may itself undertake such work or any part
  thereof at the cost and expense of the Tenant.

The
  Tenant shall, at its own expense, remedy any damage to the Leased Premises caused
  by such event or work or by the performance of the Tenant's obligations under
  this Section,

If
  alterations or improvements to the Leasehold Improvements or to the Leased Premises
  are necessary to comply with any of the foregoing provisions of this Section
  or with the requirements of insurance carriers, the Tenant shall forthwith complete
  such work, complying always with the applicable provisions of this Lease, to
  the extent that it can be done within the Leased Premises and in any event shall
  pay the entire cost of alterations and improvements so required.



  





















In
  the event that structural repairs or upgrading of the Building, including but
  not limited to seismic upgrading, is required to permit the Tenant's use, the
  Landlord may, at its sole discretion, terminate the Lease.

5.03
  

Prohibited
  Uses 

The
  Tenant shall not commit, cause or permit any nuisance in or about or any damage
  to the Leased Premises or any part thereof, the Building, the Project or any
  of the Leasehold Improvements or goods or Fixtures therein, any overloading
  of the floors of the Leased Premises or any use or manner of use causing annoyance
  to other tenants or occupants of the Project. Without limiting the generality
  of the foregoing, the Tenant shall not use or permit the use of any portion
  of the Leased Premises for any dangerous, illegal, noxious, odorous or offensive
  trade, business or occurrence. The Tenant shall keep the Leased Premises free
  of debris, Pollutants and anything of a dangerous, noxious, odorous or offensive
  nature or which could create a fire hazard (through undue load on electrical
  circuits or otherwise) or vibration, heat or noise detectable outside the Leased
  Premises in the sole discretion of the Landlord. The Tenant shall not use equipment
  in the Leased Premises in a manner that results in its being seen or heard outside
  the Leased Premises.

5.04
  

Common
  Elements

The
  Tenant and its employees and invitees shall be entitled to use, in common with
  others entitled thereto, for purposes for which they are intended and only during
  such hours as the Landlord may designate from time to time, the Common Elements.
  The Tenant and its employees and invitees shall not obstruct the Common Elements
  or use the Common Elements other than for their intended purposes and then only
  in accordance with the rules and regulations set by the Landlord from time to
  time.

5.05

 Hazardous
  Use 

The
  Tenant shall not do, omit to do or permit to be done anything which will cause
  or may have the effect of causing the cost of the Landlord's insurance in respect
  of the Project or any part thereof to be increased at any time during the Term
  or any policy of insurance on or relating to the Project to be subject to cancellation.
  Without waiving or limiting the foregoing prohibition, the Landlord may demand
  and the Tenant shall pay to the Landlord upon demand, the amount of any increase
  in the cost of insurance caused by anything so done or omitted or permitted
  to be done. The Tenant shall forthwith upon the Landlord's request comply with
  the requirements of the Landlord's insurers, cease any activity complained of
  and make good any circumstance which has caused any increase in insurance premiums
  or the cancellation or threatened cancellation of any insurance policy. In determining
  the amount of increased premiums for which the Tenant is responsible, a schedule
  or statement issued by the Person who computes the insurance rates for the Landlord
  showing the components of the rate shall be conclusive evidence of the items
  that make up the rate. If any policy of insurance in respect of the Project
  or any part thereof is cancelled or becomes subject to cancellation by reason
  of anything so done or omitted or permitted to be done, the Landlord may without
  prior notice terminate this Lease and re-enter the Leased Premises.

5.06

Security
  Interest

The
  Tenant shall not, without the Landlord's prior written consent, create a security
  interest in Leasehold Improvements installed by the Tenant or the Landlord in
  the Leased Premises.

5.07
  

Rules
  and Regulations

The
  Tenant shall observe and cause its employees, servants, agents, invitees, customers,
  subtenants, licensees and others over whom the Tenant can reasonably be expected
  to exercise control to observe the rules and regulations attached as Schedule
  "C" hereto and such further and other reasonable rules and regulations
  and amendments and additions thereto as may be made by the Landlord and notified
  to the Tenant by mailing a copy thereof to the Tenant or by posting same in
  a conspicuous place in the Building. All such rules and regulations now or hereafter
  in force shall he read as forming part of this Lease; provided that if there
  is a conflict between the rules and regulations and this Lease, the terms of
  this Lease shall prevail. The Landlord shall not be responsible to the Tenant
  for the non-observance of any rule or regulation or the terms of any lease or
  agreement to lease by any other tenant of the Project.

5.08
  

Permitted
  Signs

The
  Tenant shall use only such identification signs as are prescribed by the Landlord
  from time to time and as comply with all applicable by-laws, regulations and
  codes as to size, location, arrangement, type of lettering, colour, appearance
  and design for uniform use by office tenants in the Building. Such signs shall
  contain only the name under which the Tenant carries on business.

5.09
  

Prohibited
  Signs

 Except
  with the prior written consent of the Landlord, which consent may be arbitrarily
  withheld or rescinded in the Landlord's sole discretion, or as provided in Section
  5.08, the Tenant shall not paint, display, inscribe, place or affix any sign,
  symbol, notice, advertisement, display or direction of any kind anywhere outside
  the Leased Premises or on the interior of any glass, windows or doors or elsewhere
  within the Leased Premises so as to be visible from the outside of the Leased
  Premises,



  













5.10
  

Window
  Coverings

Without
  the prior written consent of the Landlord, the Tenant shall not install any
  blinds, drapes, curtains or any other window coverings in the Leased Premises
  and shall not remove, add to or change the blinds, curtains, drapes or other
  window coverings installed by the Landlord from time to time. The Tenant shall
  keep all window coverings open or closed at various times as the Landlord may
  from time to time direct by the rules and regulations or otherwise.

5.11
  

Parking

Any
  parking area or facility provided by the Landlord shall at all times be subject
  to the exclusive control and management of the Landlord or those whom the Landlord
  may designate from time to time. The Landlord shall have the right from time
  to time to establish, modify and enforce reasonable rules and regulations with
  respect to any parking area or facility and shall have the right from time to
  time:

(a)

to expand, reduce,
  or change the area, level, location and arrangement of the parking area or

  facility and to construct any parking facility;

(b)

to enforce parking
  charges with appropriate provisions for free parking ticket validating by tenants

  of the Building;

(c)

to close all or any
  portion of the parking area or facility to such extent as may, in the Landlord's
  opinion, be legally sufficient to prevent a dedication thereof or the accrual
  of rights to any Person or the public;

(d)

to obstruct or close
  off all or any part of the parking area or facility for the purpose of maintenance
  or repair; and

(e)

to do
  and perform such other acts in and to the parking area or facility as, in the
  judgment of the Landlord, shall he advisable with a view to the improvement
  of the convenience of and use of the Building by tenants, their employees and
  invitees.

The
  Landlord will operate and maintain the parking area or facility in such manner
  as the Landlord in its sole discretion shall determine from time to time. Without
  limiting the scope of such discretion, the Landlord shall have the sole right
  to employ all personnel and make all rules and regulations pertaining to and
  necessary for the proper operation and maintenance of the parking area or facility.
  The Tenant shall participate in any free parking or other ticket validation
  system established by the Landlord and abide by all rules and regulations pertaining
  thereto and the Tenant shall pay to the Landlord monthly, together with payments
  on account of Basic Rent, all parking charges attributable to the Tenant as
  evidenced by parking tickets validated by the Tenant in accordance with any
  system established by the Landlord.





5.12
  

Authorization
  of Enquiries 





The Tenant hereby authorizes
  the Landlord to make enquiries from time to time of any government or municipality
  or governmental or municipal agency with respect to the Tenant's compliance
  with any and all laws and regulations pertaining to the Tenant or the business
  conducted in the Leased Premises including, without limitation, laws and regulations
  pertaining to Pollutants and the protection of the environment; and the Tenant
  covenants and agrees that the Tenant shall from time to time provide
  to the Landlord such written authorization as the Landlord may reasonably require
  in order to facilitate the obtaining of such information.

5.13
  

Records

The
  Tenant shall keep on the Leased Premises or at the Tenant's head office complete
  records of all goods stored on, or processed, manufactured, packaged or used
  in any process in the Leased Premises by the Tenant and by any other occupant
  of the Leased Premises or any part thereof. Such records shall include all particulars
  which the Landlord may require. The Landlord may examine such records and the
  Tenant shall provide extracts from or copies thereof all as required
  by the Landlord from time to time. This requirement to maintain such records
  shall survive the expiry or earlier termination of the Term.

5.14
  

Overloading


The
  Tenant shall not install or permit the installation of equipment or storage
  of items that in the opinion of the Landlord's engineer overloads the capacity
  of any utility or of any electrical or mechanical facility in the Project or
  which may exceed the load-bearing capacity of the floors of the Project. If
  damage is caused to the Leased Premises or to the Project as a result
  of any installation in contravention of this Section, the Tenant shall repair
  the damage or, at the Landlord's option, pay to the Landlord on demand
  the cost of repairing the damage incurred by the Landlord.

5.15

Telecommunications

(1)

The Tenant
  may utilize a telecommunication service provider of its choice with the Landlord’s
  prior written consent, which consent shall not be unreasonably withheld, subject
  to the provisions of this Lease, including but not limited to the following:



  





















(a)

prior
  to commencing any work in the Project, the service provider shall execute and
  deliver the Landlord's standard form of licence agreement, which shall include
  a provision for the Landlord to receive compensation for the use of the space
  for the service provider's equipment and materials;

(b)

the Landlord
  shall incur no expense or liability whatsoever with respect to any aspect of
  the provision of telecommunication services, including without limitation, the
  cost of installation, service, materials, repairs, maintenance, removal, interruption
  or loss of telecommunication service;

(c)

the Landlord must first
  reasonably determine that there is sufficient space in the risers of the Building
  for the installation of the service provider's wiring and cross connect;

(d)

the Tenant
  shall indemnify and hold harmless the Landlord for all losses, claims, demands,
  expenses and judgments against the Landlord caused by or arising out of, either
  directly or indirectly, any acts or omissions by the service provider or the
  Tenant or those for whom either of them is responsible at law; and

(e)
  the Tenant shall incorporate in its agreement with its service provider a provision
  granting the Tenant the right to terminate the service provider agreement if
  required to do so by the Landlord and the Landlord shall have the right at any
  time and from time to time during the Term to require the Tenant, at its expense,
  to exercise the termination right and to contract for telecommunication service
  with a different service provider.

(2)

The Tenant
  shall be responsible for the costs associated with the supply and installation
  of telephone, computer and other communication equipment and systems and related
  wiring within the Leased Premises to the boundary of the Leased Premises for
  hook up or other integration with telephone and other communication equipment
  and systems of a telephone or other communication service provider, which equipment
  and systems of the service provider are located or are to be located in the
  Building pursuant to the Landlord's standard form of licence agreement and,
  subject to the provisions of Section 14.01, for the removal of same.

(3)

The Landlord
  shall supply space in risers in the Building and space on floor(s) of the Building
  in which the Leased Premises are located, the location of which shall be designated
  by the Landlord in its discretion, to telecommunication service providers who
  have entered into the Landlord's standard form of licence agreement for the
  purpose, without any cost or expense to the Landlord therefor, of permitting
  installation in such risers and on such floor(s) of telephone and other communication
  services and systems (including data cable patch panels) to the Leased Premises
  at a point designated by the Landlord.

(4)

The Landlord shall
  have the right to assume control of wiring, cables and other telecommunication
  equipment in the Building and may designate them as part of the Common Elements.





ARTICLE
  6.00 - SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY THE LANDLORD

6.01

 Operation
  of Project

During
  the Term, and so long as no Event of Default shall exist, and so long as no
  event shall occur which, with the passage of time or the giving of notice or
  both, would constitute an Event of Default, the Landlord shall operate and maintain
  the Project in accordance with applicable laws and regulations and with standards
  from time to time prevailing for similar projects in the area in which the Project
  is located and, subject to payment by the Tenant of Rent, shall provide
  the Services set out in this Article 6.00; provided that the Landlord shall
  not be responsible for providing those Services or operating, maintaining, repairing
  or replacing the systems, facilities or equipment for the provision of such
  Services to the extent that such Services, operation, maintenance, repair or
  replacement are specifically stated in this Lease to be the responsibility of
  the Tenant.

6.02

Building
  Services and Facilities

The
  Landlord shall provide:

(a)

washrooms accessible
  to the Leased Premises for the use of the Tenant, its employees and invitees
  in common with other persons entitled thereto;

(b)

domestic running water
  to the building standard washrooms in the Leased Premises, if any, and to washrooms
  available for the Tenant's use in common with others entitled thereto;

(c)

access
  to and egress from the Leased Premises for use by the Tenant, its employees
  and invitees in common with other persons entitled thereto, provided that the
  Landlord may restrict access for security purposes or require that all persons
  seeking access produce identification;

(d)

heating,
  ventilation and air conditioning to the Building, including the Leased Premises,
  to a level sufficient to maintain therein conditions of reasonable temperature
  and comfort provided that, unless otherwise agreed by the parties, a full standard
  of interior climate control shall only be maintained during those hours and
  on those days established from time to time by the Landlord as being operating
  periods for the Building, having reasonable regard to energy conservation;

(e)

lighting
  and electrical power to the Common Elements as reasonable required;



  













(f)

electrical power to
  the Leased Premises for lighting and for standard office equipment capable of
  operating from the voltage circuits available and then standard for the Building;

(g)

janitorial services
  to the Leased Premises and Common Elements to a standard consistent from time
  to time with similar buildings in the area in which the Building is located;

(h)

a directory board located
  in the Common Elements providing identification of the tenants in the Building
  in such manner and containing such information as the Landlord may determine;
  and

(i)

appropriate
  ducts for bringing telephone services to the Leased Premises.

6.03
  

Maintenance,
  Repair and Replacement

Subject
  to the provisions of Article 10.00 and payment by the Tenant of Rent, the Landlord
  shall operate, maintain, repair and replace the systems, facilities and equipment
  necessary for the proper operation of the Project and for provision of the Landlord's
  Services set out in Section 6.02 (except as may be installed by or be the property
  of the Tenant) and shall maintain and repair the foundations, structure and
  the roof of the Building and repair damage to the Building which the Landlord
  is obligated to insure against under Article 9.00, provided that:

(a)

if and
  so long as all or part of the systems, facilities and equipment in the Project
  or the supply of utilities to the Project are destroyed, damaged or impaired,
  the Landlord shall have a reasonable time within which to complete the necessary
  repair or replacement and, during that time, shall only be required to maintain
  such Services as are reasonably possible in the circumstances;

(b)

the
  Landlord may temporarily discontinue such Services or any of them at such times
  as may be reasonably necessary;

(c)

the Landlord
  shall use reasonable diligence in carrying out its obligations under this Section
  6.03, but shall not be liable under any circumstances for any consequential
  damages, whether direct or indirect, to any Person or property for any failure
  to do so;

(d)

no reduction
  or discontinuance of Services under this Section 6.03 shall be construed as
  a breach of the Landlord's covenant therefor or as an eviction of the Tenant
  or, except as specifically provided otherwise in this Lease, release the Tenant
  from any obligation under this Lease;

(e)

the
  Landlord shall not be liable under any circumstances for any damage caused by
  interruption or failure of any utility, wiring, elevator or escalator;

(f)

the Landlord
  shall have no responsibility for any inadequacy of performance of any systems
  within the Leased Premises if the Leased Premises or the use thereof depart
  from the design criteria for such system as established by the Landlord for
  the Building; and

(g)

nothing
  contained herein shall derogate from the provisions of Article 10.00.

6.04
  

Alterations/Renovations
  by Landlord





During
  the Term or any renewal or extension thereof, it is understood and agreed that
  if the Landlord intends to make changes, additions or improvements to or renovate
  the Project or any part thereof, of which the Leased Premises form a part (the
  "Renovation Work"), notwithstanding anything contained in this Lease
  to the contrary, the Landlord, its servants, agents, contractors and representatives
  may proceed with the Renovation Work without further consent or approval of
  the Tenant and the Tenant hereby irrevocably grants to the Landlord its consent
  to the carrying out of the Renovation Work. It is specifically understood and
  agreed that there shall be no compensation paid to the Tenant nor shall there
  be any abatement of Rent in connection with the Renovation Work. In exercising
  its rights pursuant to this Section 6.04, the Landlord shall be entitled to:

(a)

enter
  the Leased Premises from time to time to make changes or additions to the structure,
  systems, facilities and equipment in the Leased Premises where necessary to
  serve the Leased Premises or other parts of the Building;

(b)

limit from time to
  time as may be necessary by reason of the Renovation Work, ingress to and

  egress from the Leased Premises and/or the Project;

(c)

change, add to, diminish,
  demolish, dedicate for public purposes part or parts of, improve or alter

  any part of the Project; and

(d)

change,
  add to, diminish, improve or alter the location and extent of Common Elements.

The
  Landlord agrees to use commercially reasonable efforts to give to the Tenant
  notice of its intention to proceed with the Renovation Work and the Tenant shall
  cooperate with the Landlord in order to allow the Renovation Work to be completed
  as expeditiously as possible. It is specifically agreed by the Landlord and
  the Tenant that the Landlord shall not, by reason of exercising its rights pursuant
  to this Section 6.04, be in default or be deemed to be in default of any covenant
  or proviso contained in this Lease or at law.



  





















6.05

Access
  by Landlord 

The
  Tenant shall permit the Landlord to enter the Leased Premises at any time in
  case of an emergency, either real or perceived, and otherwise during normal
  business hours upon twenty-four (24) hours prior notice (except in the event
  of an emergency where no notice is required) to examine, inspect and show the
  Leased Premises for purposes of leasing, sale or financing, to provide Services
  or make repairs, replacements, changes or alterations as provided for
  in this Lease and to take such steps as the Landlord may deem necessary for
  the safety, improvement or preservation of the Leased Premises or the Project.
  The Tenant shall cooperate with the Landlord in any such showing of the Leased
  Premises. The Landlord shall, whenever passible, consult with or give reasonable
  notice to the Tenant prior to entry but no such entry shall constitute an eviction
  or a breach of the Landlord's covenant for quiet enjoyment or entitle the Tenant
  to any abatement of Rent.

6.06
  

Energy
  Conservation 

The
  Landlord shall be deemed to have observed and performed its obligations under
  this Lease, including those relating to the provision of utilities and Services,
  if in so doing it acts in accordance with a directive, policy or request of
  an authority having jurisdiction in the field of energy conservation, security
  or environmental matters.

6.07
  

Supervision
  and Extended Services 

The
  Landlord, if it shall from time to time so elect, shall have the right to supervise
  the moving of furniture or equipment of the Tenant and (in addition to supervising
  the Tenant's work as provided for in this Lease) to supervise the making
  of repairs conducted within the Leased Premises and the exclusive right to supervise
  or make deliveries to the Leased Premises. In addition, and by arrangement with
  the Tenant, the Landlord may provide extended cleaning or other Services to
  the Tenant in addition to those normally supplied and referred to in this Lease.
  In each case, the Landlord's costs and expenses incurred with respect thereto
  together with a reasonable administration fee shall be paid to the Landlord
  by the Tenant from time to time promptly upon receipt of invoices from the Landlord.





6.08

Landlord's
  Work





The
  Tenant agrees that it has entered into this Lease on the express understanding
  that the Landlord's Work in respect of the Leased Premises is limited to the
  scope delineated as Landlord's Work in Schedule "D" and all other
  improvements to the Leased Premises shall be performed at the sole expense of
  the Tenant in accordance with the terms of this Lease, including but not limited
  to Section 7.04 of this Lease.

6.09

Control
  by the Landlord 

The
  Tenant agrees that the Landlord shall have control of the Project and, without
  limiting the generality of anything contained elsewhere in this Lease, the Landlord
  may make such use of the Common Elements and permit others to make such use
  of the Common Elements as the Landlord may from time to time determine subject,
  in the case of use by others, to such terms and conditions and for such consideration
  as the Landlord may in its discretion determine, and the Landlord may close
  all or any part or parts of the Project to such extent as may, in the opinion
  of the Landlord or any Consultants engaged by the Landlord in that regard, be
  legally sufficient to prevent a dedication thereof or the accrual of rights
  therein to any Person or the public.

ARTICLE
  7.00- PAYMENT FOR SERVICES AND MAINTENANCE, REPAIR AND ALTERATIONS BY THE TENANT

7.01

Utilities

In
  addition to the payment of Tenant's Occupancy Costs and notwithstanding Sections
  6.01 and 6.02, the Tenant shall be responsible for the cast of all utilities
  including electricity supplied to the Leased Premises. The Tenant shall not,
  without the prior written approval of the Landlord, which may be arbitrarily
  withheld, install or cause to be installed in the Leased Premises any equipment
  that will require additional utility usage or any telecommunications lines and/Or
  conduits in excess of that normally required for office premises. If with the
  Landlord's approval such additional equipment is installed, the Tenant shall
  be solely responsible for such excess utility usage. If utilities are supplied
  to the Tenant through a meter common to other tenants in the Project (there
  being no obligation on the Landlord to install separate meters), the Landlord
  shall pay the cost of the utilities and apportion the cost pro rata among the
  tenants supplied through the common meter, based on all relevant factors including,
  but not limited to, the hours of use, number and types of lights and electrical
  equipment and the proportion of each tenant's Rentable Area to the Rentable
  Area of all tenants to which the common meter relates. Upon receipt of the Landlord's
  statement of apportionment, the Tenant shall promptly reimburse the Landlord
  for all amounts apportioned to the Tenant by the Landlord provided that the
  Landlord may elect by notice to the Tenant to estimate the amount which will
  be apportioned to the Tenant and require the Tenant to pay that amount in monthly
  instalments in advance simultaneously with the Tenant's payments of Basic Rent.
  Notwithstanding the foregoing, and whether the Leased Premises are separately
  metered or not, the Landlord may purchase in bulk from the utility supplier
  the aggregate utility requirements of the Project at the applicable rates determined
  by a single meter on the Project and may, in billing the Tenant for its share
  of such utility, apply a scale of rates not greater than the current scale of
  rates at which the Tenant would from time to time be purchasing the whole of
  its utilities required and consumed in respect of the Leased Premises if the
  Tenant were purchasing directly from the utility supplier. The Tenant shall
  upon the Landlord's request install a separate utility meter or meters in the
  Leased Premises at the Tenant's expense.





In
  addition to the payments to the Landlord required by this Article 7.00, the
  Tenant shall pay all rates, charges, costs and expenses as may be assessed or
  levied by any supplier of utilities to the Tenant other than those supplied
  by the Landlord.



  













7.02
  

Lights

In
  addition to the payment of Tenant's Occupancy Costs and notwithstanding Sections
  6.01 and 6.02, except to the extent the same is included in Operating Costs,
  the Tenant shall pay to the Landlord monthly in advance, with its payments of
  Basic Rent, a reasonable amount as determined by the Landlord in respect of
  replacement of building standard fluorescent tubes, light bulbs and ballasts
  in the Leased Premises on a periodic basis or as required from time to time
  and the costs of cleaning, maintaining and servicing of the electrical light
  fixtures in the Leased Premises.

7.03
  

Heating,
  Ventilation and Air Conditioning 

In
  addition to the payment of Tenant's Occupancy Costs and notwithstanding Sections
  6.01 and 6.02, the Tenant shall be responsible for the cost of all heating,
  ventilation and air conditioning required in the Leased Premises or any part
  thereof in excess of that required to be provided by the Landlord under Section
  6.02(d). If at any time during the Term the Landlord shall determine that the
  cost of the heating, ventilation and air conditioning required in the Leased
  Premises or any part thereof is in excess of that normally required in other
  parts of the Building which are used for normal office purposes, the Landlord
  may deliver to the Tenant a statement in writing setting out the cost of the
  excess and upon receipt of the statement from time to time the Tenant shall
  promptly reimburse the Landlord for the amount shown in the statement as attributable
  to the Leased Premises.

7.04
  

Alterations
  by Tenant

The
  Tenant may from time to time at its own expense make changes, additions and
  improvements to the Leased Premises to better adapt the same to its business,
  provided that any change, addition or improvement shall:

(a)

comply with the requirements
  of the Landlord's insurers and any governmental or municipal authority having
  jurisdiction;

(b)

be made only after
  detailed plans and specifications therefor have been submitted to the Landlord
  arid received the prior written consent of the Landlord, and the Tenant acknowledges
  that the Landlord's consent does not mean that any alterations made by the Tenant
  to the Leased Premises pursuant to this Section 7.04, comply with any municipal
  by-laws or any other applicable laws, by-laws, codes or requirements. All costs
  incurred with respect to such approval shall be at the expense of the Tenant.
  Any changes, additions and/or improvements affecting the Building's electrical,
  mechanical and/or structural components shall only be performed by contractors
  selected by the Landlord (the "Landlord's Contractors"). A list of
  the Landlord's Contractors is available upon

request;

(c)

equal
  or exceed the then current standard for the Building;

(d)

be carried
  out in a good and workmanlike manner and only by Persons selected by the Tenant
  and approved in writing by the Landlord who shall, if required by the Landlord,
  deliver to the 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 the Landlord and the Landlord's agent and nominee
  (if any) named as additional insureds, in amounts, with companies and in a form
  reasonably satisfactory to the Landlord, which shall remain in effect during
  the entire period in which the work will be carried out; and

(e)

be
  made only after the Tenant has provided to the Landlord evidence of all requisite
  permits and licences and any other information reasonably required by the Landlord.

Upon
  completion of such change, addition or improvement, the Tenant shall provide
  to the Landlord as-built drawings and/or a CAD disk of same in a format useable
  by the Landlord, together with evidence satisfactory to the Landlord of a final
  inspection of such change, addition or improvement (including inspection of
  mechanical and electrical systems where applicable) by the authority which issued
  the permit or licence for same.

7.05
  

Tenant's
  Trade Fixtures and Personal Property 

The
  Tenant may install in the Leased Premises its usual trade fixtures and personal
  property in a proper manner; provided that no installation or repair shall interfere
  with or damage the mechanical or electrical systems or the structure of the
  Building. If the Tenant is not then in default hereunder, the trade fixtures
  and personal property installed in the Leased Premises by the Tenant may be
  removed by the Tenant from time to time in the ordinary course of the Tenant's
  business or in the course of reconstruction, renovation or alteration of the
  Leased Premises by the Tenant, subject to the provisions of Article 14.00
  of this Lease, and provided that the Tenant promptly repairs at its own expense
  any damage to the Leased Premises and the Building resulting from the installation
  and removal and provided further that in the event of removal of trade fixtures
  the Tenant shall promptly replace such trade fixtures with trade fixtures of
  equal or greater quality and value, subject to the provisions of Section 14.01.



  





















7.06
  

Maintenance
  and Repair

Except
  to the extent that the Landlord is specifically responsible therefor under this
  Lease, the Tenant, at its cost, shall maintain, repair and replace the Leased
  Premises, all Leasehold Improvements and all apparatus therein in good order
  and condition, and in compliance with the requirements of all authorities having
  jurisdiction including without limitation;

(a)

keeping the Leased
  Premises and the immediate surrounding area in a clean and tidy condition and
  free of debris and garbage;

(b)

repainting and redecorating
  the Leased Premises and cleaning and maintaining drapes and carpets at reasonable
  intervals as reasonably required by the Landlord;

(c)

making
  repairs and replacements as needed to the Leased Premises including, without
  limitation, to internal and external glass within or on the exterior of the
  Leased Premises, doors, hardware, partitions, walls, fixtures, lighting and
  plumbing fixtures, wiring, piping, ceilings, floors and thresholds in the Leased
  Premises; and

(d)

keeping the Leased
  Premises in such condition as to comply with the requirements of any

  authority having jurisdiction.

7.07

Inspection


The
  Landlord and its Consultants may from time to time enter upon the Leased Premises:

(a)

to
  inspect the Leased Premises and its condition; and

(b)

to inspect any work
  being done by the Tenant both during the course of such work and following completion
  thereof.

lf
  the Landlord or its agents shall determine that the work being done by the Tenant
  is in breach of this Lease or fails to comply with the requirements of this
  Lease in any respect, the Tenant shall forthwith remedy such breach or failure
  to comply and shall desist from continuing the same. The Tenant
  shall, at its own cost, make good any deficiency in such work and remedy any
  failure to comply with the requirements of this Lease.

7.08
  

Failure
  to Maintain 

If
  the Tenant fails to perform any obligation under this Article 7.00, then on
  not less than five (5) days notice to the Tenant, the Landlord may enter the
  Leased Premises and perform the obligation without liability to the Tenant for
  any loss or damage thereby incurred. The Tenant shall promptly after receiving
  the Landlord's invoice therefor reimburse the Landlord for all costs incurred
  by the Landlord in performing the obligation plus twenty (20%) percent of the
  costs for overhead and supervision.

7.09

Liens

 The Tenant
  shall:

(a)

pay promptly when due
  all costs for work done or caused to be done or goods affixed by the Tenant
  in the Leased Premises which could result in any lien or encumbrance on the
  Landlord's interest in the Project or any part thereof, or the filing or registration
  of any security interest or notice thereof; 

(b)

keep the title to the
  Project, including every part thereof and the Leasehold Improvements, free and
  clear of any lien, encumbrance or security interest or notice thereof; and

(c)

indemnify
  and hold harmless the Landlord against any Claims arising out of the supply
  of goods, materials, services or labour for the work.

The
  Tenant shall immediately notify the Landlord of any lien, encumbrance, claim
  of lien, security interest, or notice thereof or other action of which it has,
  or reasonably should have, knowledge and which affects the title to the Project
  including the Leased Premises or any part thereof and, except for those contemplated
  by Section 15.25, shall cause the same to be removed within five (5) business
  days (or such additional time as the Landlord may consent to in writing), failing
  which the Landlord may take such action as the Landlord deems necessary to remove
  same and the entire cost thereof shall immediately become due and payable by
  the Tenant to the Landlord. The Tenant shall not affix or cause to be affixed
  to the Project any goods acquired under conditional sale or with respect to
  which any lien, encumbrance or security interest exists. The Landlord may from
  time to time post such notices in such places on the Leased Premises as the
  Landlord considers advisable to prevent or limit the creation of any liens upon
  the Project or any part thereof.



  













7.10
  

Roof
  

The
  Tenant shall not be entitled to install upon the roof of the Building any equipment
  except as consented to in writing by the Landlord, which consent may be arbitrarily
  withheld, but if given shall be subject to whatever conditions the Landlord,
  in its sole discretion, deems necessary in the circumstances.

ARTICLE
  8.00 - TAXES

8.01
  

Taxes
  Payable by Landlord

 The
  Landlord covenants and agrees to pay all Taxes assessed against the Landlord
  or the Project on account of its ownership when due (except for Taxes payable
  directly to the taxing authority by the Tenant under Section 8.02(c))
  and subject to the provisions hereinafter contained in this Article 8.00. Provided
  however, that the Landlord may defer payment of any such Taxes or defer compliance
  with any statute, law, by-law, regulation or ordinance in connection with the
  levy of such Taxes in each case to the fullest extent permitted by law as long
  as it shall diligently prosecute any contest or appeal of such Taxes.

8.02

Taxes
  Payable by Tenant 

The
  Tenant shall pay promptly when due to the taxing authority or the Landlord at
  the Landlord's direction all Taxes upon or on account of the following:

(a)

Property
  Taxes in respect of the Leased Premises;

(b)

Tenant's
  Proportionate Share of the amount assessed as Property Taxes for the Common
  Elements if separately identified and if not separately identified then as may
  be reasonably attributed or allocated by the Landlord; and

(c)

any Taxes
  imposed or assessed against or in respect of the personal property and Leasehold
  Improvements of the Tenant in the Leased Premises or in respect of any business
  operations carried on or in respect of the use or occupancy thereof by the Tenant
  or by any subtenant or licensee, if levied or assessed separately from Taxes
  upon the remainder of the Land and Building and referred to herein as "Business
  Taxes".

The
  Tenant agrees to provide to the Landlord within three (3) days of receipt thereof,
  an original or duplicate copy of any separate bill for Taxes.

In
  the event that there shall not be a separate assessment and separate tax bill
  for Property Taxes or Business Taxes levied in respect of the Leased Premises,
  the Tenant shall pay at the same time as Basic Rent, Tenant's Proportionate
  Share of Taxes which may be assessed, levied, rated or imposed against the Project.
  The Tenant shall deliver promptly, upon request of the Landlord, receipts for
  all such payments and will furnish such other information as the Landlord may
  require.

8,03
  

Tax
  Increases Attributable to Tenant 

If
  any Taxes in respect of the Leased Premises or Project are greater than they
  otherwise would have been by reason of the constitution or ownership of the
  Tenant, the use of the Leased Premises by the Tenant, the school support of
  the Tenant, or any other reason peculiar to the Tenant, the portion of such
  Taxes in each year attributable to such reason, as determined by the
  Landlord, shall be paid by the Tenant to the Landlord at least fifteen (15)
  days prior to the due date for payment thereof by the Landlord, and in addition
  to Property Taxes and other Taxes otherwise payable by the Tenant under this
  Lease.

 8.04
  

GST

 The
  Tenant shall pay to the Landlord the amount of all GST accruing due with respect
  to Rent at the time the Rent is due and payable to the Landlord under this Lease.
  The Tenant's obligation to pay GST under this Section shall not be limited or
  precluded by any limitation contained in this Lease upon the Landlord's right
  to recover or receive payment from the Tenant of taxes upon the Landlord's income
  or profits or otherwise.





8.05

 Landlord's
  Election 





Notwithstanding
  that any Taxes (including without limitation, any of the foregoing payable by
  the Tenant under Section 8.02) may be separately imposed, levied, assessed or
  charged by the appropriate authority for or hi respect of the Leased Premises
  and other portions of the Project, the Landlord may elect that such Taxes shall
  be added to Operating Costs and the Landlord may in its absolute discretion
  allocate such amount among tenants of the Building and the amount allocated
  to the Tenant shall form part of Tenant's Occupancy Costs.



  





















8.06

Right
  to Contest





Each
  of the Landlord and the Tenant (provided the Tenant is legally entitled to do
  so) shall have the right to contest in good faith the validity or amount of
  any Taxes which, in the case of the Landlord, the Landlord is responsible to
  pay under this Article 8.00, and which, in the case of the Tenant, the Tenant
  is responsible to pay under Section 8.02 and for which it is separately assessed.
  Notwithstanding anything to the contrary herein, the Tenant may, upon notice
  to the Landlord, defer payment of any amount payable by it pursuant to Section
  8.02 for which it is separately assessed, to the extent permitted by law; provided
  that no contest by the Tenant shall involve the possibility of forfeiture, sale
  or disturbance of the Landlord's interest in the Leased Premises or the imposition
  of any penalty or interest, charge or lien and that, upon the final determination
  of any contest by the Tenant, the Tenant shall immediately pay and satisfy the
  amount found to be due, together with any costs, penalties and interest. If,
  as a result of any contest by the Tenant, any tax, rate, levy, assessment, fee
  or other charge is increased, the Tenant shall be responsible for the full amount
  of such increase in respect of the period to which the contest relates and to
  any subsequent tax periods which commence during the Term.

The
  Tenant shall not contest any amount payable by it under Section 8.02 or appeal
  any assessment therefor except as follows:

(a)

the Tenant shall deliver
  to the Landlord any notices of appeal or other like instrument and obtain the
  Landlord's consent thereto, which consent shall not be unreasonably withheld,
  before filing the same;

(b)

the
  Tenant shall deliver whatever security the Landlord reasonably requires;

(c)

the
  Tenant shall promptly and diligently prosecute the contest or appeal at its
  sole expense; and 

(d)

the
  Tenant shall keep the Landlord fully informed thereof. 

ARTICLE
  9.00 - INSURANCE, LIABILITY AND ENVIRONMENTAL

9.01
  

Landlord's
  Insurance

During
  the Term, the Landlord shall place insurance coverage on and with respect to
  the Project excluding the area(s) to be insured by the Tenant as set out in
  Section 9.02, which coverage shall include the following, if available at reasonable
  cost in the opinion of the Landlord;

(a)

all risks
  insurance for the full reconstruction value of the Project, excluding Leasehold
  Improvements, as determined by the Landlord;

(b)

as an
  extension to the insurance maintained pursuant to Section 9.01(a), insurance
  on the rental income derived by the Landlord from the Project on a gross rental
  income form with a period of indemnity of not less than the period as estimated
  by the Landlord from time to time which would be required to rebuild and, if
  necessary, to re-tenant the Project in the event of the complete destruction
  thereof;

(c)

boiler
  and machinery insurance, including repair or replacement and rental income coverage,
  if applicable;

(d)

plate
  glass insurance (not including plate glass fronting or within the Leased Premises)
  if deemed appropriate by the Landlord;

(e)

bodily
  injury and property damage liability insurance; and

(f)

such
  other insurance which is or may become customary or reasonable for owners of
  projects similar to the Project to carry in respect of loss of, or damage to,
  the Project or liability arising therefrom.

The
  insurance referred to in this Section shall be carried in amounts determined
  reasonably by the Landlord. The insurance shall be written in the name of the
  Landlord with loss payable to the Landlord and to any mortgagee (including any
  trustee under a deed of trust and mortgage) of the Project from time to time.
  The policies of insurance referred to in Sections 9.01(a), (b), (c) and (d)
  shall contain a waiver of the insurer's right of subrogation as against the
  Tenant if available to the Landlord at no additional cost.

Notwithstanding
  any contribution by the Tenant to insurance premiums as provided for in this
  Lease, no insurable interest is conferred upon the Tenant under policies carried
  by the Landlord. Except as specifically provided in this Lease, the Landlord
  shall in no way be accountable to the Tenant regarding the use of the insurance
  proceeds arising from any Claims.

9.02
  

Tenant's
  Insurance 

At
  its own expense the Tenant shall take out and thereafter maintain in force at
  all times during the Term and at all times when the Tenant is in possession
  of the Leased Premises insurance policies as follows:

(a)

all risks
  insurance on Leasehold Improvements and on all other property of every description,
  nature and kind owned by the Tenant or for which the Tenant is legally liable,
  which is installed, located or situate within the Leased Premises or elsewhere
  in the Project, including without limitation, all inventory or stock-in-trade
  in an amount not less than the full replacement cost thereof without deduction
  for depreciation; such insurance shall be subject to a replacement cost
  endorsement and shall include a stated amount co-insurance clause and a breach
  of conditions clause;



  













(b)

comprehensive
  or commercial general bodily injury and property damage liability insurance
  to respond to any and all incidents occurring in the Leased Premises in the
  minimum amount of $3,000,000 per occurrence including the following extensions:
  owners and contractors protective; limited pollution coverage endorsement; products
  and completed operations; personal injury; occurrence basis property damage;
  blanket contractual and non-owned automobile liability; such insurance shall
  include the Landlord and the Landlord's agent and nominee (if any) as named
  additional insureds, and shall protect the Landlord and the Landlord's agent
  and nominee (if any) in respect of all Claims, including Claims by the Tenant,
  as if the Landlord and the Landlord's agent and nominee (if any) were separately
  insured; such insurance shall include cross liability and severability of interest
  clauses;

(c)

boiler
  and machinery insurance, if applicable, including repair or replacement endorsement
  in an amount satisfactory to the Landlord and providing coverage with respect
  to all objects introduced into the Leased Premises by or on behalf of the Tenant
  or otherwise constituting Leasehold Improvements;

(d)

plate
  glass insurance on all internal and external glass within or fronting the Leased
  Premises;

(e)

business
  interruption insurance on the profit form providing all risks coverage with
  a period of indemnity of not less than twelve (12) months and subject to a stated
  amount co-insurance clause; and

(f)

any
  other form of insurance in such amounts and against such risks as the Landlord
  may from time to time reasonably require.

The
  Tenant acknowledges and agrees that it shall be solely responsible for insuring
  the Leasehold Improvements, its equipment and stock and any other property owned
  or brought into the Leased Premises by the Tenant whether affixed to the Building
  or not.

The
  insurance policies referred to in this Section shall be subject to such higher
  limits as the Tenant, or the Landlord acting reasonably, or any mortgagee of
  the Landlord's interest in the Project may require from time to time. The policies
  of insurance referred to in Sections 9.02(a), (c), (d), (e), and (f) shall contain
  a waiver of the insurer's right of subrogation as against the Landlord. The
  Tenant hereby waives its right of recovery against the Landlord, its employees
  and those for whom the Landlord is in law responsible with respect to occurrences
  required to be insured against by the Tenant hereunder. Any and all deductibles
  in the Tenant's insurance policies shall be borne solely by the Tenant and shall
  not be recovered or attempted to be recovered from the Landlord. In addition,
  all such policies shall be non-contributing with, and will apply only as primary
  and not excess to, any insurance proceeds available to the Landlord.

The
  Tenant shall provide to the Landlord at the commencement of the Term and at
  least thirty (30) days prior to the renewal of all insurance referred to in
  this Section 9.02, and promptly at any time upon request, a certificate of insurance
  evidencing the insurance coverage maintained by the Tenant in accordance with
  this Section 9.02. The delivery to the Landlord of a certificate of insurance
  or any review thereof by or on behalf of the Landlord shall not limit the obligation
  of the Tenant to provide and maintain insurance pursuant to this Section 9.02
  or derogate from the Landlord's rights if the Tenant shall fail to fully insure.

All
  policies shall provide that the insurance shall not be cancelled or changed
  to the prejudice of the Landlord without at least thirty (30) days prior written
  notice given by the insurer to the Landlord. All policies of insurance shall
  be placed with a company licensed to sell commercial insurance in Canada.

The
  Tenant acknowledges and agrees that, if it fails to obtain and maintain in force
  any of the insurance policies set out in this Section 9.02, then the Tenant
  shall indemnify the Landlord in respect of any losses arising therefrom.

9.03
  

Placement
  of Tenant's Insurance by Landlord 

If
  the Tenant fails to place or maintain all or any of the insurance coverage referred
  to in Section 9.02, the Landlord may, at its option, place all or any part of
  such insurance in the name of or on behalf of the Tenant and the Tenant shall
  pay to the Landlord upon demand all costs incurred by the Landlord in so doing
  including, without limitation, the premium or premiums for such insurance together
  with the Landlord's administrative fee of fifteen (15%) percent of such premium.

9.04
  

Limitation
  of Landlord's Liability 

The
  Landlord, its agents and employees and any Person for whom it is in law responsible
  shall not be liable under any circumstances for any damage caused by anything
  done or omitted to be done by any other tenant of the Project or any damage
  resulting from the exercise of the Landlord's control over the Project or any
  part there

9.05

Environmental
  Issues

(1)

Landlord's
  Requirements - The Tenant shall not bring into or allow to be present in
  the Leased Premises or the Project any Pollutants except such as are disclosed
  in Schedule 1-1" hereto. If the Tenant shall bring or create upon the Project,
  including the Leased Premises, any Pollutants, then such Pollutants shall be
  and remain the sole property of the Tenant and the Tenant shall remove same
  at its sole cost at the expiration or sooner termination of the Term or sooner
  if so directed by any governmental authority or if required to effect compliance
  with any Environmental Laws or if required by the Landlord.



  





















(2)

Governmental Requirements
  

If
  any governmental authority shall require the clean-up of any Pollutant:

(a)

held in, released from,
  abandoned in, or placed upon the Leased Premises or the Project by the Tenant
  or its employees or those for whom it is in law responsible; or

(b)

released or disposed
  of by the Tenant or its employees or those for whom it is in law responsible;

then
  the Tenant shall, at its own expense, carry out all required work, including
  preparing all necessary studies, plans and approvals and providing all bonds
  and other security required and shall provide full information with respect
  to all such work to the Landlord provided that the Landlord may, at its option,
  perform any such work at the Tenant's sole cost and expense, payable on demand
  as Additional Rent.

(3)

Environmental
  Covenants - In addition to and without restricting any other obligations
  or

  covenants herein, the Tenant covenants that it will;

(a)

comply
  in all respects with all Environmental Laws relating to the Leased Premises
  or the use of the Leased Premises;

(b)

promptly
  notify the Landlord in writing of any notice by any governmental authority alleging
  a possible violation of or with respect to any other matter involving any Environmental
  Laws relating to operations in the Leased Premises or relating to any Person
  for whom it is in law responsible or any notice from any other party concerning
  any release or alleged release of any Pollutants; and

(c)

permit
  the Landlord to:

(i)

enter
  and inspect the Leased Premises and the operations conducted therein; and

(ii)

conduct
  tests and environmental assessments or appraisals; and

(iii)

remove
  samples from the Leased Premises; and

(iv)

examine and make copies
  of any documents or records relating to the Leased Premises

  and interview the Tenant's employees as necessary; and

(d)

promptly
  notify the Landlord of the existence of any Pollutant in the Project.

(4)

Environmental
  Indemnification 

 The
  Tenant shall indemnify and hold the Landlord harmless at all times from and
  against any and all losses, damages, penalties, fines, costs, fees and expenses
  (including legal fees on a solicitor and client basis and Consultant's
  fees and expenses) resulting from:

(a)

any
  breach of or non-compliance with the foregoing environmental covenants of the
  Tenant; and

(b)

any legal
  or administrative action commenced by, or claim made or notice from, any third
  party, including, without limitation, any governmental authority, to or against
  the Landlord and pursuant to or under any Environmental Laws or concerning a
  release or alleged release of Pollutants at the Leased Premises into the environment
  and related to or as a result of the operations of the Tenant or those acting
  under its authority or control at the Leased Premises, and any and all costs
  associated with air quality issues, if any.

[If
  Rider 1 (Section 9.05) is attached to this Lease this Section will be deleted
  and initialled and the terms and conditions stated on Rider 1 will govern the
  relationship between the Landlord and the Tenant with respect to environmental
  issues.]

ARTICLE
  10.00 - DAMAGE AND DESTRUCTION

10.01
  

Limited
  Damage to Leased Premises, Access or Services 

If
  during the Term, the Leased Premises or any part thereof, or other portions
  of the Building providing access or Services essential to the Leased Premises,
  shall be destroyed or damaged by any hazard against which the Landlord is obligated
  to insure pursuant to Section 9.01, the Landlord, if permitted by law so to
  do, shall proceed with reasonable diligence to rebuild and restore or repair
  the Leased Premises or comparable premises or such access routes or Service
  systems, as the case may be, in conformance with current laws to the extent
  of insurance proceeds received. The covenants of the Tenant to repair shall
  not include any repairs of damage required to be made by the Landlord under
  this Section 10.01, except that the Tenant shall be responsible for its Leasehold
  Improvements, fixtures and equipment in, on or about the Leased Premises. Rent
  payable by the Tenant shall abate from the date of such damage or destruction
  to the date of substantial completion of the Landlord's work as determined by
  the Landlord's architect or engineer or restoration of access or Services, as
  the case may be. If less than all of the Leased Premises is destroyed or damaged
  as contemplated in this Section 10.01, Rent payable by the Tenant shall abate
  from the date of such damage or destruction to the date of substantial completion
  of the Landlord's work in the same proportion as the Rentable Area of the Leased
  Premises so damaged or destroyed is of the total Rentable Area of the Leased
  Premises.



  













10.02

Major
  Damage to Leased Premises 





Notwithstanding
  anything contained in this Lease to the contrary, if the Leased Premises shall
  be damaged or destroyed by any hazard against which the Landlord is obligated
  to insure under this Lease; and if in the opinion of the Landlord's architect
  or engineer, given within thirty (30) business days of the happening of said
  damage or destruction, said damage or destruction is to the extent that the
  Leased Premises shall be incapable of being rebuilt or repaired or restored
  with reasonable diligence within six (6) months after the occurrence of such
  damage or destruction, then the Landlord may, at its option, terminate this
  Lease by notice in writing to the Tenant effective thirty (30) days after the
  notice. If such notice is given by the Landlord under this Section 10.02, then
  this Lease shall terminate on the date of such notice and the Tenant shall immediately
  surrender the Leased Premises and all interest therein to the Landlord and Rent
  shall be apportioned and shall be payable by the Tenant only to the date of
  such damage or destruction and the Landlord may re-enter and repossess the Leased
  Premises.





10.03
  

Damage
  to Building

Notwithstanding
  anything to the contrary contained in this Lease or that the Leased Premises
  may not be affected, if in the reasonable opinion or determination of the Landlord
  or the Landlord's architect or engineer, rendered within thirty (30) business
  days of the happening of damage or destruction, the Building shall be damaged
  or destroyed to the extent that any one or more of the following conditions
  exist:

(a)

in the
  reasonable opinion of the Landlord the Building must be totally or partially
  demolished, whether or not to be reconstructed in whole or in part; or

(b)

in the
  reasonable opinion of the Landlord's architect or engineer the Building shall
  be incapable of being rebuilt or repaired or restored with reasonable diligence
  within six (6) months after the occurrence of such damage or destruction; or

(c)

any tenant of the Building
  which, in the Landlord's absolute discretion, is a major tenant of the Building
  becomes entitled to terminate its lease as a result of such damage or destruction;
  or

(d)

more than thirty-five
  (35%) percent of the Rentable Area of the Building is damaged or destroyed as
  reasonably determined by the Landlord's architect or engineer; or

(e)

any or all of the heating,
  ventilating, air conditioning, electrical, mechanical or elevator systems in
  the Building are damaged or destroyed as reasonably determined by the Landlord's
  architect or engineer;

then
  the Landlord may at its sole option terminate this Lease by notice in writing
  to the Tenant effective thirty (30) days after the notice. If notice is given
  by the Landlord under this Section 10.03, then this Lease shall terminate from
  the date of such notice and the Tenant shall immediately surrender the Leased
  Premises and all interest therein to the Landlord and Rent shall be apportioned
  and shall be payable by the Tenant only to the date of such notice and the Landlord
  may thereafter re-enter and repossess the Leased Premises. If the Building is
  damaged to the extent described in this Section 10.03 and the Landlord does
  not terminate this Lease, the Landlord will rebuild or repair the Building to
  base building standards, but the rebuilt or repaired Building may be different
  in configuration and design from that comprising the Project prior to the damage
  or destruction.

10.04

 No
  Abatement 

Except
  as specifically provided in this Article 10.00, there shall be no abatement
  of Rent and the Landlord shall have no liability to the Tenant by reason of
  any injury to, toss of or interference with the Tenant's business or property
  arising directly or indirectly from fire or other casualty, howsoever caused,
  or from the making of any repairs resulting therefrom or to any portion of the
  Building or the Leased Premises.

10.05

 Notify
  Landlord

 The
  Tenant shall immediately notify the Landlord or its representative in the Project
  of any accident or defect in the Project, the Leased Premises or any systems
  thereof and, as well, of any matter or condition which may cause injury or damage
  to the Project or any person or property located therein.



  





















10.06

 Expropriation





If
  at any time during the Term the whole or any part of the Leased Premises shall
  be taken by any lawful power or authority by the right of Expropriation, the
  Landlord may, at its option, give notice to the Tenant of termination of this
  Lease either in its entirety or only insofar as it affects the part of the Leased
  Premises taken by the lawful power or authority by right of Expropriation, on
  the date when the Tenant or the Landlord is required to yield up possession
  thereof to the Expropriating authority. Upon such termination, or upon termination
  by operation of law, as the case may be, the Tenant shall immediately surrender
  the Leased Premises or the part of the Leased Premises taken by the Expropriating
  authority, as the case may be, and all its interest therein, and Rent shall
  abate and be apportioned to the date of termination and the Tenant shall forthwith
  pay to the Landlord the apportioned Rent and all other amounts which may be
  due to the Landlord up to the date of termination. The Tenant shall have no
  claim upon the Landlord for the value of its property or the unexpired Term,
  but the parties shall each be entitled separately to advance their claims for
  compensation for the loss of their respective interests in the Leased Premises
  so taken, and the parties shall each be entitled to receive and retain such
  compensation as may be awarded to each respectively. However, to the extent
  that a part of the Project other than the Leased Premises is Expropriated the
  full proceeds paid or awarded will belong solely to the Landlord and the Tenant
  will assign to the Landlord any rights it might have or acquire in respect of
  the proceeds or awards and will execute those documents that the Landlord reasonably
  requires in order to give effect to this intention.

Where
  used in this Section 10.06 "Expropriation" means expropriated by a
  governmental or municipal authority, or transferred, conveyed or dedicated in
  contemplation of a threatened expropriation and "Expropriated" and
  "Expropriating" have corresponding meanings.

ARTICLE
  11.00 - DEFAULT

11.01 

Arrears

 The Tenant
  shall pay monthly to the Landlord interest at a rate per annum equal to the
  lesser of the Prime Rate plus five (5%) percent and the maximum rate permitted
  by applicable law upon all Rent required to be paid hereunder from the due date
  for payment thereof until the same is fully paid and satisfied. 

In addition to
  the interest charges, in order to cover the extra expense involved in handling
  delinquent payments, the Tenant, at the Landlord's sole option, shall pay a
  "Late Charge" of One Hundred Dollars ($100.00) when any instalment
  of Rent is received by the Landlord after the relevant due date thereof.

In
  addition, if any cheque presented to the Landlord by the Tenant representing
  payment of Rent is not honoured by the Tenant's bank or such cheque is returned
  to the Landlord indicating that there are not sufficient funds in the Tenant's
  account to honour such cheque, the Tenant shall pay to the Landlord a "N.S.F.
  Charge" of Fifty Dollars ($50.00) for the first such occurrence; One Hundred
  and Fifty Dollars ($150.00) for the second such occurrence; and Two Hundred
  and Fifty Dollars ($250.00) for each such successive occurrence thereafter,
  It is hereby understood and agreed that the Late Charge and the N.S.F. Charge
  is charged as Additional Rent, and not as a penalty or interest, for the purpose
  of defraying the Landlord's expenses incident to the processing of such overdue
  payments and that such Additional Rent is due and payable on and from the day
  immediately following the due date of such overdue payments or, if no due date
  is specified in this Lease, then on the tenth (100') day following
  demand for same by the Landlord.

At
  the sole option of the Landlord and upon notice to the Tenant, the amount of
  the Late Charge and the N.S.F. Charge shall be subject to increase for each
  succeeding Lease Year on the basis of the increase in C.P.I. for such Lease
  Year over the said index for the previous Lease Year.

11.02
  

Costs
  of Enforcement 

The
  Tenant shall indemnify the Landlord against all costs and charges (including
  legal fees on a solicitor and client basis) reasonably incurred either during
  or after the Term in enforcing payment of Rent hereunder and in obtaining possession
  of the Leased Premises after default of the Tenant or upon expiration or earlier
  termination of this Lease or in enforcing any covenant, proviso or agreement
  of the Tenant herein contained. All such costs and charges shall be paid by
  the Tenant to the Landlord forthwith upon demand.

11.03

 Performance
  of Tenant's Obligations 

All
  covenants and agreements to be performed by the Tenant under any of the terms
  of this Lease shall be performed by the Tenant, at the Tenant's sole cost and
  expense, and without any abatement of Rent. If the Tenant fails to perform any
  act to be performed by it hereunder, then, in the event of an emergency, either
  real or perceived, or if the failure continues for ten (10) days following
  notice thereof, the Landlord may (but shall not be obligated to) perform the
  act without waiving or releasing the Tenant from any of its obligations relative
  thereto. All sums paid and costs incurred by the Landlord in so performing the
  act, plus twenty (20%) percent of the cost for overhead and supervision together
  with interest thereon at the rate set out in Section 11.01 from the date payment
  was made or such cost incurred by the Landlord, shall be payable by the Tenant
  to the Landlord on demand.

11.04

Events
  of Default 

If
  and whenever:

(a)

all
  or any part of the Rent hereby reserved is not paid when due; or



  













(b)

the Term
  or any goods, merchandise, stock in trade, chattels or equipment of the Tenant
  or any Indemnifier is or are seized or taken or exigible in execution or in
  attachment or if a creditor takes possession thereof or if a writ of execution
  is issued against the Tenant or any Indemnifier; or

(c)

the Tenant
  or any Indemnifier or any Person bound to perform the obligations of the Tenant
  in this Lease either as guarantor or indemnifier or as one of the parties constituting
  the Tenant takes any steps in furtherance of or suffers any order to be made
  for its winding-up or other termination of its corporate existence or becomes
  insolvent or commits an act of bankruptcy or becomes bankrupt or takes the benefit
  of any statute that may be in force for bankrupt or insolvent debtors or becomes
  involved in voluntary or involuntary winding-up proceedings or if a receiver
  or receiver/manager shall be appointed for all or any part of the business,
  property, affairs or revenues of the Tenant or such Indemnifier or Person; or

(d)

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

(e)

the Tenant fails to
  move into or take possession of the Leased Premises or vacates or abandons the
  Leased Premises in whole or in part or fails to actively carry on business therein;
  or

(f)

the Tenant
  or any Indemnifier or any Person bound to perform the obligations of the Tenant
  pursuant to this Lease either as guarantor or indemnifier or as one of the parties
  constituting the Tenant fails to observe, perform and keep each and every covenant,
  agreement, provision, stipulation and condition herein contained to be observed,
  performed and kept by the Tenant or the Indemnifier (other than payment of Rent)
  and persists in the failure after ten (10) days' notice by the Landlord requiring
  the Tenant to remedy, correct, desist or comply (or if any breach would reasonably
  require more than ten (10) days to rectify, unless the Tenant commences rectification
  within the 10 day notice period and thereafter promptly, effectively and continuously
  proceeds with the rectification of the breach); or

(g)

any
  Transfer occurs except as permitted by and in accordance with Article 12.00;
  or

(h)

any Pollutant
  is present in the Leased Premises without the prior written consent of the Landlord
  or otherwise than in compliance with all terms and conditions imposed by the
  Landlord in giving its consent thereto; or

(i)

a report or statement
  required from the Tenant under this Lease is false or misleading except if it
  results from an innocent clerical error as determined by the Landlord; or 

(j)

any policy of insurance
  taken out by either the Landlord or the Tenant with respect to the Project shall
  be cancelled by reason of any act or omission of the Tenant; or

(k)

the
  Tenant fails to observe and perform the rules and regulations; or

(I)

the
  use of the Leased Premises is not in accordance with that set out in Item 9
  of the Term Sheet;

then
  the Landlord shall be entitled to any or all of those remedies set out in Section
  11.05.Each of the foregoing circumstances constitutes an "Event of Default"
  for the purposes of this Lease.

11.05
  

Remedies
  on Default 

 Upon
  the happening of an Event of Default the Landlord may, at its option, and in
  addition to and without prejudice to all rights and remedies of the Landlord
  available to it either by any other provision of this Lease or by statute or
  the genera] law:

(a)

be entitled
  to the full amount of the current month's and the next ensuing three (3) months'
  instalments of Rent which shall immediately become due and payable and the Landlord
  may immediately distrain for the same, together with any arrears then unpaid;
  or

(b)

without
  notice or any form of legal process, forthwith re-let or sublet the Leased Premises
  or any part or parts thereof for whatever term or terms and at whatever rent
  and upon whatever other terms, covenants and conditions the Landlord considers
  advisable including, without limitation, the payment or granting of inducements
  all on behalf of the Tenant; and on each such re-letting or subletting the rent
  received by the Landlord therefrom will be applied first to reimburse the Landlord
  for any such inducements and for any expenses, capital or otherwise, incurred
  by the Landlord in making the Leased Premises ready for re-letting or subletting;
  and secondly to the payment of any costs and expenses of re-letting or subletting
  including brokerage fees and legal fees on a solicitor and client basis; and
  third to the payment of Rent; and the residue, if any, will be held by the Landlord
  and applied to payment of Rent as it becomes due and payable. If rent received
  from re-letting or subletting during any month is less than Rent to he paid
  during that month hereunder, the Tenant will pay the deficiency which will be
  calculated and paid monthly on or before the first day of every month; and no
  re-letting or subletting of the Leased Premises by the Landlord or entry by
  the Landlord or its agents upon the Leased Premises for the purpose of re-letting
  or subletting or other act of the Landlord relating thereto including, without
  limitation, changing or permitting a subtenant to change locks, will be construed
  as an election on its part to terminate this Lease unless a written notice of
  termination is given to the Tenant; and if the Landlord elects to re-let or
  sublet the Leased Premises without terminating, it may afterwards elect to terminate
  this Lease at any time by reason of any Event of Default then existing; or



  





















(c)

seize
  and sell such goods, chattels and equipment of the Tenant as are in the Leased
  Premises and the Landlord may, but shall not be obligated to, apply the proceeds
  thereof to all Rent to which the Landlord is then entitled under this Lease.
  Any such sale may be effected by public auction, private sale or otherwise,
  and either in bulk or by individual item, or partly by one means and partly
  by another, all as the Landlord in its sole discretion may decide; or

(d)

terminate
  this Lease by leaving upon the Leased Premises notice in writing of the termination,
  and such termination shall be without prejudice to the Landlord's right to damages,
  it being agreed that the Tenant shall pay to the Landlord on demand as damages
  the loss of income of the Landlord to be derived from this Lease and the Leased
  Premises for the unexpired portion of the Term had it not been terminated; or

(e)

 re-enter
  into and upon the Leased Premises or any part thereof in the name of the whole
  and repossess and enjoy the same as of Landlord's former estate, anything herein
  contained to the contrary notwithstanding;

and
  the Tenant shall pay to the Landlord forthwith upon demand all expenses of the
  Landlord in re-entering, terminating, re-letting, collecting sums due or payable
  by the Tenant or realizing upon assets seized or otherwise exercising its rights
  and remedies under this Section 11.05 including tenant inducements, leasing
  commissions, legal fees on a solicitor and client basis and all disbursements
  and the expense of keeping the Leased Premises in good order, repairing the
  same and preparing the same for re-letting.

In
  addition, and without limiting the generality of the foregoing provisions of
  this Section 11.05, upon the happening of an Event of Default, and whether or
  not this Lease is terminated in accordance with such provisions: (i) the Landlord
  shall have no further liability to pay to the Tenant or any third party any
  amount on account or in respect of a refund of any Security Deposit, prepaid
  Rent or prepaid Taxes or any tenant inducement, leasehold improvement allowance,
  lease takeover or lease subsidy or any other concession or inducement otherwise
  provided to the Tenant under or with respect to this Lease, and any Rent free
  period otherwise provided to the Tenant hereunder shall be null and void and
  of no further force or effect and Rent shall be payable in full hereunder without
  regard to any such Rent free period; and (ii) any cash allowance, inducement
  payment, and the value of any other benefit paid to or conferred on the Tenant
  by or on behalf of the Landlord in connection with the Leased Premises or this
  Lease shall be recoverable in full as additional Rent and shall be payable to
  the Landlord on demand.

11.06 

Availability of
  Remedies

The Landlord may
  from time to time resort to any or all of the rights and remedies available
  to it upon the occurrence of an Event of Default either by any provision of
  this Lease or by statute or the general law, all of which rights and remedies
  are intended to be cumulative and not alternative, and the express provisions
  herein as to certain rights and remedies are not to be interpreted as excluding
  any other or additional rights or remedies available to the Landlord by statute
  or the general law.

11.07 

Waiver 

If the Landlord
  shall overlook, excuse, condone or suffer any default, breach or non-observance
  by the Tenant of any obligation hereunder, this shall not operate as a waiver
  of the obligation in respect of any continuing or subsequent default, breach
  or non-observance and no such waiver shall be implied but shall only be effective
  if expressed in writing.

The
  Landlord's acceptance of Rent after a default is not a waiver of any preceding
  default under this Lease even if the Landlord knows of the preceding default
  at the time of acceptance of the Rent. No term, covenant or condition of this
  Lease shall be considered to have been waived by the Landlord or the Tenant
  unless the waiver is in writing. The Tenant waives any statutory or other rights
  in respect of abatement, set-off or compensation in its favour that may exist
  or come into existence hereafter with respect to Rent.

11.08

 Waiver
  of Exemption and Redemption 

Notwithstanding
  anything contained in any statute now or hereafter in force limiting the right
  of distress, none of the Tenant's goods or chattels in the Leased Premises at
  any time during the Term shah be exempt from levy by distress for Rent in arrears,
  and this agreement of the Tenant in this Section may be pleaded as an estoppel
  against the Tenant.

11.09
  

Companies'
  Creditors Arrangement Act 

By
  virtue of its interest in this Lease, the importance of the Tenant continuing
  to carry on business in the Leased Premises in accordance with this Lease, and
  the Landlord's entitlement to damages where this Lease is terminated by reason
  of an Event of Default, the Landlord does and will (despite any changes in circumstances
  of the Tenant or its business) constitute a separate class or category of creditor
  in any plan of arrangement or other proposal submitted by or on behalf of the
  Tenant under the Companies' Creditors Arrangement Act (Canada) or any similar
  legislation for bankrupt or insolvent debtors.



  













ARTICLE
   2.00 - ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS

12.01

Request
  for Consent 





The Tenant shall not effect
  a Transfer of this Lease or of all or part of the Leased Premises without the
  prior consent in writing of the Landlord, which consent shall not, provided
  no Event of Default has occurred, be unreasonably withheld. Provided that the
  Tenant shall, at the time the Tenant shall request the consent of the Landlord,
  deliver to the Landlord such information in writing (herein called the "required
  information") as the Landlord may reasonably require respecting the proposed
  Transferee including, without limitation, the name, address, nature of business,
  financial responsibility and standing of such proposed Transferee. Provided
  further that after receiving such request, the Landlord shall have the right,
  at its option, to terminate this Lease if the request relates to all of the
  Leased Premises or, if the request relates to a portion of the Leased Premises
  only, to terminate this Lease with respect to such portion, by giving, within
  ten (10) days after receiving the required information, not less than thirty
  (30) days nor more than sixty (60) days written notice of termination to the
  Tenant. In the event of such termination the Rent and other payments required
  to be made by the Tenant hereunder shall be adjusted to the date of termination
  and in the case of a partial termination, Rent shall abate in the proportion
  that the area of the portion of the Leased Premises for which this Lease is
  terminated bears to the area of the Leased Premises and this Lease shall be
  deemed to be amended accordingly.

If
  the Landlord elects to terminate this Lease as to all or part of the
  Leased Premises, the Tenant may by written notice (given within ten (10) days
  or such longer time as the Landlord may consent to in writing after receipt
  of the Landlord's notice of termination) notify the Landlord of the Tenant's
  intention to refrain from the Transfer which gave rise to the Landlord's notice
  of termination or of the Tenant's intention to accept such notice of termination.
  If the Tenant gives such written notice to the Landlord within such time period
  that it intends to refrain from such Transfer, then the Landlord's election
  to terminate this Lease in whole or in part shall become null and void. Otherwise,
  the Landlord's termination shall take effect on the date stipulated by the Landlord
  in its notice of termination.

12.02


Basis
  for Consent 

 Notwithstanding
  anything in the Landlord and Tenant Act, the Commercial Tenancies Act
  or any other statute or law and without limiting the grounds upon which a consent
  may be refused, the Landlord will not be deemed to be unreasonable in refusing
  consent when;

(a)

the giving of such
  consent would place the Landlord in breach of any other tenant's lease in the
  Project or the proposed use by the Transferee is not substantially the same
  as that of the Tenant;

(b)

such consent is requested
  for a mortgage, charge, debenture (secured by floating charge or otherwise)
  or other encumbrance of, or in respect of, this Lease or the Leased Premises
  or any part of them;

(c)

the Transferee,
  in the opinion of the Landlord, (I) does not have a history of successful business
  operation in the business to be conducted in the Leased Premises, (ii) does
  not have a good credit rating or a substantial net worth, or (iii) there is
  a history of default under other leases by the Transferee or by companies or
  partnerships that the Transferee was a principal shareholder of or a partner
  in at the time of the default;

(d)

the Transferee is an
  existing tenant in the Project or in any other project of the Landlord; or has
  been within three (3) months prior to the proposed assignment or sublease taking
  effect;

(e)

the
  Landlord has other premises in the Project available for leasing to the Transferee;

(f)

in the case of a Transfer
  to a subtenant of less than the entire Leased Premises, if such would result
  in a configuration which:

(i)

would
  require access to be provided through space leased or held for lease to another
  Tenant or improvements to be made outside of the Leased Premises; or

(ii)

would,
  in the sole opinion of the Landlord, be unreasonable to attempt to re-lease
  to a third party;

(g)

the
  required information received from the Tenant or the Transferee is not sufficient
  in the Landlord's opinion to enable the Landlord to make a determination concerning
  the matters set out above;

(h)

the
  use of the Leased Premises by the proposed Transferee, in the Landlord's opinion
  arrived at in good faith, could result in excessive use of the systems or Services
  in the Project, be inconsistent with the image and standards of the Project
  or expose the occupants of the Project to risk of harm, damage or interference
  with their use and enjoyment thereof, or reduce the value of the Project;

(i)

the
  proposed Transferee pays or gives or proposes to pay or give to the Tenant money
  or other consideration that is reasonably attributable to the desirability of
  the location of the Leased Premises or to improvements thereto which are owned
  by the Landlord or which the Landlord has paid for in whole or in part; or

(j)

the
  proposed Transferee pays or proposes to pay to the Tenant an increase in rent
  over that payable by the Tenant under this Lease.



  





















The
  Landlord shall not be liable for any claims, actions, damages, liabilities,
  losses or expenses of the Tenant or any proposed Transferee arising out of the
  Landlord's unreasonably withholding its consent to any Transfer and the Tenant's
  only recourse will be to bring an application for a declaration that the Landlord
  must grant its consent to the Transfer.

In
  no event shall any Transfer to which the Landlord may have consented release
  or relieve the Tenant or any Indemnifier from its obligations fully to perform
  all the terms, covenants and conditions of this Lease, the Indemnity Agreement
  or any renewals or extensions of this Lease or the Tenn, on its part to be performed
  and in any event the Tenant shall be liable for the Landlord's costs incurred
  in connection with the Tenant's request for consent as set out in Section 12.03(g).

12.03
  

Terms
  and Conditions Relating to Consents - The following terms and conditions
  apply in respect of a consent given by the Landlord to a Transfer:

(a)

the
  consent by the Landlord is not a waiver of the requirement for consent to subsequent
  Transfers, and no Transfer shall relieve the Tenant of its obligations under
  this Lease, unless specifically so provided in writing;

(b)

no
  acceptance by the Landlord of Rent or other payments by a Transferee is: (i)
  a waiver of the  requirement for the Landlord to consent to the Transfer,
  (ii) the acceptance of the Transferee as tenant, or (iii) a release of the Tenant
  or Indemnifier from its obligations under this Lease or any Indemnity Agreement;

(c)

the
  Landlord may apply amounts collected from the Transferee to any unpaid Rent;

(d)

the
  Transferor, unless the Transferee is a subtenant of the Tenant, will retain
  no rights under this Lease in respect of obligations to be performed by the
  Landlord or in respect of the use or occupation of the Leased Premises after
  the Transfer and will execute an Indemnity Agreement on the Landlord's standard
  form in respect of obligations to be performed after the Transfer by the Transferee;

(e)


the
  Transferee shall, when required by the Landlord, jointly and severally with
  the Tenant, enter into an agreement directly with the Landlord agreeing to be
  bound by this Lease as if the Transferee had originally executed this Lease
  as the Tenant, and the Tenant will not be released nor relieved from its obligations
  under this Lease including, without limitation, the obligation to pay Rent;

(f)

in
  the event that this Lease is disaffirmed, disclaimed or terminated by any trustee
  in bankruptcy of a Transferee, the original Tenant named in this Lease shall
  be deemed, upon notice by the Landlord given within :thirty (30)
  days of such disaffirmation, disclaimer, or termination to have entered into
  a lease with the Landlord, 'containing the same terms and conditions as in this
  Lease, with the exception of the Term of such Lease which shall :expire on the
  date on which this Lease would have ended save for such disaffirmation, disclaimer
  or termination; and





(g)

any documents
  relating to a Transfer or the Landlord's consent will be prepared by the Landlord
  or its solicitors and a reasonable administration charge of at least $250.00
  and the greater of (i) a reasonable document preparation fee of at least $450.00
  or (ii) those legal fees on a solicitor and client basis incurred by the Landlord
  will be paid to the Landlord by the Tenant on demand.

12.04
  

Subsequent
  Transfers 

The
  Landlord's consent to a Transfer shall not be deemed to be consent to any :subsequent
  Transfer, whether or not so stated.

12.05
  

Profit
  Rents upon Transfers 

In
  the event of any Transfer by the Tenant by virtue of which the Tenant; receives
  a rent in the form of cash, goods or services from the Transferee which is greater
  than the Rent payable: hereunder to the Landlord, the Tenant shall pay any such
  excess to the Landlord in addition to all Rent payable .under this
  Lease, and such excess rent shall be deemed to he further Rent payable hereunder.
  12.06 Advertising - The Tenant will not advertise the Leased Premises or any
  part thereof as being available for leasing or this Lease as being available
  for transfer in any medium and will not cause or permit any such advertisement,
  unless the Landlord has permitted the Tenant to do so in writing and has given
  written approval of the wording of such advertisement.

12.07
  

Grant
  of Security Interest by Transferee 

 The
  Tenant will cause any Transferee and any new Indemnifier of this Lease to grant
  a mortgage, charge and security interest to the Landlord in form corresponding
  to the Security Interest granted in Section 15.25 by delivery of a written security
  agreement in form and substance satisfactory to the Landlord prior to the effective
  date of the Transfer.



  













The
  Tenant shall pay all costs associated with the granting and perfection of mortgages,
  charges and security interests granted pursuant to this Lease upon any Transfer.

ARTICLE
  13.00 - TRANSFERS BY LANDLORD

13.01
  

Sale,
  Conveyance and Assignment 

 Nothing
  in this Lease shall restrict the right of the Landlord to sell, convey, assign,
  pledge or otherwise deal with the Project, subject (except as provided in Section
  13.03) only to the rights of the Tenant under this Lease.

13.02
  

Effect
  of Transfer 

 A
  sale, conveyance or assignment of the Project by the Landlord shall operate
  to release the Landlord from liability from and after the effective date thereof
  in respect of all of the covenants, terms and conditions of this Lease, express
  or implied, except as they may relate to the period prior to the effective
  date, and the Tenant shall thereafter look solely to the Landlord's successor
  in interest.

13.03
  

Subordination


Subject
  to Section 13.04, this Lease is and shall be subject and subordinate in all
  respects to any and all mortgages (including deeds of trust and mortgage) now
  or hereafter placed on the Building or Land and all advances thereunder, past,
  present and future and to all renewals, modifications, consolidations, replacements
  and extensions thereof. The Tenant agrees to execute promptly and in any event
  within ten (10) days after request therefor an instrument of subordination as
  may be requested.

13.04
  

Attornment


The
  Tenant agrees, whenever requested by any mortgagee (herein called the "Purchaser")
  taking title to the Project by reason of foreclosure or other proceedings for
  enforcement of any mortgage or deed of trust, or by delivery of a deed in lieu
  of such foreclosure or other proceeding, to attorn to such Purchaser as a tenant
  under all of the terms of this Lease. The Tenant agrees to execute promptly
  and in any event within ten (10) days after a request by any Purchaser an instrument
  of attornment as may be required of it.

 13.05
  

Effect
  of Attornment

Upon
  attornment pursuant to Section 13.04, this Lease shall continue in full force
  and effect as a direct lease between the Purchaser and the Tenant, upon all
  of the same terms, conditions and covenants as are set forth in this Lease except
  that, after attornment, the Purchaser and its successors in title shall not
  be:

(a)

liable
  for any act or omission of the Landlord; or

(b)

subject
  to any offsets or defence which the Tenant might have

against
  the Landlord; or

(c)

bound
  by any prepayment by the Tenant of more than one (1) month's instalment of Rent
  unless the prepayment shall have been approved in writing by the Purchaser or
  by any predecessor of the Purchaser's former interest as mortgagee in the Project.





13.06

Repurchase

The Tenant acknowledges
  and agrees that should the

Landlord
  sell, convey, assign, pledge or otherwise deal with the Project, or any interest
  therein, or intend to deal with the Project, or any interest therein, in any
  manner described herein then the Landlord may, at its option, if the Landlord
  has provided the Tenant with Basic Rent free periods, Rent free periods and/or
  other inducements during the Term and/or any renewal of the Term of this Lease,
  reimburse the Tenant for the then present value of any then unexpired Basic
  Rent free periods or Rent free periods and/or other inducements provided to
  the Tenant under this Lease, in an amount equal to the discounted cash value
  thereof determined by applying the then current yield of 10 year Canadian Government
  Bonds plus four (4%) percent (hereinafter referred to in this Section 13.06
  as the "Discounted Cash Value") to the dollar amount of such outstanding
  Basic Rent free periods, Rent free periods and/or other inducements and the
  Tenant agrees that any such periods or inducements for which it has received
  such Discounted Cash Value from the Landlord will no longer exist or be payable
  or be of any force or effect from and after the date on which such Discounted
  Cash Value is received by the Tenant from the Landlord. The Tenant agrees to
  forthwith execute any agreement prepared by the Landlord, the purpose of which
  agreement is to amend this Lease by deleting such Basic Rent free periods, Rent
  free periods and/or other inducements from the Lease for which the Tenant has
  received the Discounted Cash Value from the Landlord.



  





















ARTICLE
  14.00 - SURRENDER

14.01

Possession
  and Restoration

(1)

Upon
  the expiration or other termination of the Term, the Tenant shall immediately
  quit and surrender possession of the Leased Premises and all Leasehold Improvements,
  in substantially the condition in which the Tenant is required to maintain the
  Leased Premises, excepting only reasonable wear and tear and damage covered
  by Landlord's insurance under Section 9.01, and the Tenant shall deliver to
  the Landlord the keys, mechanical or otherwise, and combinations, if any, to
  the locks in the Leased Premises and entries thereto. Notwithstanding the foregoing,
  the Landlord shall have the right, at its sole option upon expiration or other
  termination of the Term, to require that the Tenant remove or cause to be removed
  at the Tenant's cost all or any part of Leasehold Improvements in the Leased
  Premises whether or not installed by or on behalf of the Tenant or installed
  by or on behalf of a previous tenant or during a previous term and to restore
  the Leased Premises and other parts of the Project affected by the installation
  or removal thereof to base building standards. In addition, the Landlord shall
  have the right, at its sole option upon expiration or other termination of the
  Term, to require that the Tenant remove or cause to be removed at the Tenant's
  cost all or any part of any wiring, cables, risers or similar installations
  appurtenant thereto installed by the Tenant or on the Tenant's behalf in the
  risers of the Building (the "Wiring") and to restore the risers and
  other parts of the Project affected by the installation or removal of the Wiring
  to their condition existing prior to the installation of the Wiring (the "Wire
  Restoration Work"). Notwithstanding the foregoing, the Landlord may, at
  its sole option, perform the Wire Restoration Work at the Tenant's sole cost
  and expense. Upon surrender, all right, title, and interest of the Tenant in
  the Leased Premises and all Leasehold Improvements located therein and in all
  Wiring shall cease.

(2)

Ninety
  (90) days (or as soon after such date as is reasonably possible) prior to the
  expiration of the Term the Landlord may inspect the Leased Premises to determine
  the extent of the Wire Restoration Work and the work required to restore the
  Leased Premises and other parts of the Project affected by any installation
  or removal of Leasehold Improvements to base building standards and upon receipt
  of the Landlord's estimate of the costs thereof (the "restoration costs")
  the Tenant shall provide to the Landlord by cash or certified cheque that amount
  being the restoration costs.

14.02
  

Tenant's
  Trade Fixtures and Personal Property

 After
  the expiration or other termination of the Term or in the event of the abandonment
  of the Leased Premises by the Tenant, all Leasehold Improvements, trade fixtures,
  and personal property remaining in the Leased Premises shall be deemed conclusively
  to have been abandoned by the Tenant and may be appropriated, sold, destroyed
  or otherwise disposed of by the Landlord without notice or obligation to compensate
  the Tenant or to account therefor, and the Tenant shall pay to the Landlord
  upon written demand all of the costs incurred by the Landlord in connection
  therewith.

14.03
  

Overholding

If
  the Tenant remains in the Leased Premises or any part thereof after the expiration
  or other termination of the Term:

(a)

without
  the consent of the Landlord, no yearly or other periodic tenancy shall be created
  but the Tenant shall be bound by the terms and provisions of this Lease except
  any options thereby granted to the Tenant and except the Basic Rent shall be
  twice the amount provided for herein plus the sum of $200 daily and subject
  to such additional obligations and conditions as the Landlord may impose by
  notice to the Tenant; or

(b)

with
  the consent of the Landlord and agreement as to the Rent payable, in which case
  the tenancy shall be month-to-month at the Rent agreed and otherwise on the
  terms and conditions of this Lease but without any option to renew.

The
  Landlord may recover possession of the Leased Premises during any period with
  respect to which the Tenant has prepaid the amount payable under Section I 4.03(a).

The
  Tenant shall promptly indemnify and hold harmless the Landlord from and against
  all Claims against the Landlord as a result of the Tenant remaining in possession
  of all or any part of the Leased Premises after the expiry of the Term (including,
  without limitation, any compensation to any new tenant or tenants which the
  Landlord may elect to pay whether to offset the cost of overtime work or otherwise).

ARTICLE
  15.00 - GENERAL

15.01
  

Estoppel
  Certificates





The Tenant shall whenever
  requested by the Landlord, a prospective purchaser or any mortgagee (including
  any trustee under a deed of trust and mortgage) promptly, and in any event within
  ten (10) days after request, execute and deliver to the Landlord or to any party
  designated by the Landlord a certificate in writing as to the then status of
  this Lease, including as to whether it is in full force and effect, is modified
  or unmodified, confirming the Rent payable hereunder and each element hereof
  and the then state of the accounts between the Landlord and the Tenant, the
  existence or non-existence of defaults, and any other matters pertaining to
  this Lease in respect of which the Landlord shall request a certificate, and
  provide such other information as may reasonably be required, including a copy
  of the Tenant's most recent audited financial statements. The party or parties
  to whom such certificates are addressed may rely upon them.



  













15.02

 Entire
  Agreement 

There
  is no promise, warranty, representation, undertaking, covenant or understanding
  by or binding upon the Landlord except such as are expressly set forth in this
  Lease, and this Lease including the Term Sheet and schedules hereto contains
  the entire agreement between the parties hereto.

15.03
  

No
  Registration of Leases or Notices

The
  Tenant shall not register or apply to register this Lease or any notice of this
  Lease or any interest under this Lease and waives any statutory obligation upon
  the Landlord to execute and deliver this Lease in registrable form. The Tenant
  shall, at its own cost, promptly on request discharge any registration or filing
  or notice that contravenes this Section. Notwithstanding the foregoing, the
  Landlord may elect to require this Lease or notice of this Lease be registered.

15.04
  

Project
  Name and Trademarks

The
  Tenant shall not refer to the Project or Building by any name other than that
  designated from time to time by the Landlord and the Tenant shall use the name
  of the Building for the business address of the Tenant but for no other purpose.
  Compliance with this Section shall be at the sole cost and expense of the Tenant
  and the Tenant shall have no claim against the Landlord for any costs or expanses
  incurred by the Tenant, whether direct or indirect, in complying with this Section.

15.05
  

Demolition
  / Substantial Renovation 

Notwithstanding
  any other provision of this Lease, the Landlord may terminate this Lease at
  any time upon giving to the Tenant not less than twelve (12) months notice of
  such termination if it is the Landlord's intention to demolish, redevelop or
  substantially renovate all or part of the Building.

15.06
  

Relocation

 The
  Landlord shall have the right, at any lime and from time to time before
  and during the Terms and any renewal of this Lease, to change the location of
  the Leased Premises from the location described in this Lease to another location
  of similar size and finishes anywhere else in the Building. Provided that the
  Landlord shall give the Tenant reasonable notice of such relocation and the
  Landlord shall reimburse the Tenant for all reasonable costs directly related
  to such relocation, but not including any indirect costs such as lost profits
  during the relocation period or damages for inconvenience.

15.07

"For
  Lease" Signs 

The
  Landlord shall have the right during the last twelve (12) months of the Term
  to place upon the Leased Premises a notice of reasonable dimensions stating
  that the Leased Premises are "for lease" and the Tenant shall not
  obscure or remove such notice or permit the same to be obscured or removed.

15.08

Unavoidable
  Delays 

 If
  the Landlord or the Tenant (the "delayed party") shall be delayed,
  hindered or prevented in or from the performance of any of its covenants under
  this Lease by any cause not within the control of the delayed party as determined
  by the Landlord acting reasonably (excluding lack of finances of the delayed
  party), the performance of the covenant shall he excused for the period during
  which performance is rendered impossible and the time for performance thereof
  shall be extended accordingly, but this shall not excuse the Tenant from the
  prompt payment of Rent or from the performance of any of its other obligations
  under this Lease.

15.09
  

Limitation
  of Recourse 

The
  Tenant acknowledges that, notwithstanding any other provision contained in this
  Lease, the obligations of and rights against the Landlord under this Lease shall
  be performed, satisfied and paid only out of and enforced against, and recourse
  hereunder shall be had only after judgment and only against, the right, title
  and interest of the Landlord from time to time in, and the Landlord's revenue
  derived from, the Project. No obligation of the Landlord hereunder or in respect
  hereof is personally binding upon, nor shall any resort or recourse be had,
  judgment issued or execution or other process levied against, the Landlord (except
  to the extent necessary for enforcement under the first sentence of this Section
  15.09 and only for that purpose), or against any other assets or revenues of
  the Landlord. The only remedy against the Landlord shall be an action for damages,
  except that if the Tenant is of the opinion that any consent requested pursuant
  to Article 12.00 hereof has been wrongfully withheld, its remedies are as set
  out in Section 12.02.



  





















The
  parties acknowledge and agree that the obligations of Morguard Real Estate Investment
  Trust hereunder and under all documents delivered pursuant hereto (and all documents
  to which this document may be pursuant) or which give effect to, or amend or
  supplement, the terms of this Lease are not personally binding upon any trustee
  hereof, any registered or beneficial holder of units (a "Unitholder")
  or any annuitant under a plan of which a Unitholder acts as a trustee
  or carrier, or any officers, employees or agents of Morguard Real Estate Investment
  Trust and resort shall not be had to, nor shall recourse or satisfaction be
  sought from, any of the foregoing or the private property of any of the foregoing,
  but the Project only shall be bound by such obligations and recourse or satisfaction
  may only be sought from the revenue of the Project.

15.10
  

Notice

 Notice,
  demands, requests or other instruments required or contemplated by any provision
  of this Lease shall be given in writing and shall be (i) delivered in person
  or (ii) sent by telecopy or similar form of immediate transmission or (iii)
  sent by registered mail, postage prepaid, and addressed: (a) if to the Landlord
  at the Landlord's head office as specified in Item I of the Term Sheet, Attention:
  Senior Vice-President, Leasing, with a copy to the Landlord's Manager c/o the
  address as specified in Item I of the Term Sheet; and (b) if to the Tenant,
  at the Leased Premises, or, at the Landlord's option, to the Tenant's head office
  address as specified in Item 2 of the Term Sheet (whether or not the Tenant
  has departed from, vacated or abandoned the same).

Any
  notice, demand, request or consent shall be considered to have been given or
  made on the day that it is delivered by hand, or, if sent by telecopy or similar
  form of immediate transmission it shall be considered to have been given if
  received on or before 4:30 p.m. on the day of transmission (if after 4:30 p.m.
  it shall be deemed to have been given on the next business day following), or,
  if mailed, shall be deemed to have been given three (3) days following the date
  upon which it was mailed. Either party may from time to time by notice in writing
  to the other designate another address or addresses in Canada as the address
  to which notices are to be sent. If the postal service is interrupted or substantially
  delayed, any notice, demand, or request or other instrument shall only be delivered
  by one of the alternate methods stated above. A notice given by or to one Tenant
  is a notice by all or to all of the Persons who are the Tenant under this Lease.
  Any notice given to the Indemnifier or the Tenant shall be deemed to have been
  given simultaneously to the other of them and to all Persons bound by their
  obligations hereunder.

Any
  notice which the Landlord intends to give to the Tenant and to other tenants
  may be addressed by the Landlord to the group of tenants to which that notice
  is intended to be given described either by reference to location or other identifying
  aspects of the group of tenants to which the Tenant belongs.

15.11

Delegation
  of Authority

Subject
  to Section 15.13, the managing agent of the Landlord may act on behalf of the
  Landlord in any manner provided for herein.

15.12

Relationship
  of Parties

Nothing
  contained in this Lease shall create any relationship between the parties hereto
  other titan that of landlord and tenant and, if applicable, indemnifier.

15.13

Governing
  Law 

This
  Lease shall be construed and enforced in accordance with, and the rights of
  the parties shall be governed by, the laws of the province in which the Project
  is situate.

15.14

 Amendment
  or Modification 

No
  amendment, modification or supplement to this Lease shall be valid or binding
  unless set out in writing and executed by the Landlord and the Tenant with the
  same degree of formality as the execution of this Lease.

15.15

 Legal
  and Administration Costs 

The
  Tenant shall indemnify the Landlord against all legal fees on a solicitor and
  client basis and disbursements incurred by the Landlord or by its manager or
  agents in connection with the negotiation, preparation and execution of any
  renewal, amendment, assignment, cancellation, approval or consent in connection
  with this Lease or Event of Default arising from this Lease, including the Landlord's
  reasonable administration charges. All such costs and charges shall be paid
  by the Tenant to the Landlord forthwith upon demand.

15.16

 Construction


All
  of the provisions of this Lease are to be construed as covenants and agreements.
  If any provision of this Lease is illegal or unenforceable, it shall be considered
  separate and severable from the remaining provisions of this Lease which shall
  remain in force and be binding as though the provision had never been included.

15.17
  Captions and Headings 

The
  captions and headings contained in this Lease are for convenience of reference
  only and are not intended to limit, enlarge or otherwise affect the interpretation
  of the Articles, Sections or parts hereof to which they apply.



  













15.18

 Interpretation

 In
  this Lease, "herein", "hereof", "hereunder", "hereafter"
  and similar expressions refer to this Lease and not to any particular Article,
  Section or other portion thereof unless there is something in the subject matter
  or context inconsistent therewith. Wherever necessary or appropriate in this
  Lease, the plural shall be interpreted as singular, the masculine gender as
  feminine or neuter and vice versa; and when there are two or more parties bound
  by the Tenant's covenants herein contained, their obligations shall be joint
  and several. If the Tenant is a partnership each Person who is presently a member
  of such partnership and each Person who becomes a member of any successor partnership
  shall be and continue to be liable jointly and severally for the performance
  of the obligations of this Lease, whether or not such Person ceases to be a
  member of such partnership or successor partnership.

15.19

Time
  of the Essence 

Time
  shall be of the essence hereof and no extension or variation of this Lease shall
  operate as a waiver of this provision.

15.20

Successors
  and Assigns 

 Subject
  to specific provisions contained in this Lease to the contrary, this Lease shall
  enure to the benefit of and be binding upon the successors and assigns of the
  Landlord and the heirs, executors and administrators and the permitted successors
  and assigns of the Tenant.

15.21

Counterparts


This
  Lease may be executed in counterparts and the counterparts together shall constitute
  an original.

15.22
  

Further
  Schedules 

Any
  additional covenants agreements and conditions forming part of this Lease will
  be attached as Schedule "E" and the Tenant agrees with the Landlord
  to comply with the provisions of Schedule "E". If an Indemnifier is
  a party hereto the form of Indemnity Agreement to be executed by the Indemnifier
  and the Landlord as a separate agreement will be attached as Schedule "F".

15.23
  

Independent
  Legal Advice 

The
  Tenant and the Indemnifier each acknowledge that the Landlord hereby advises
  the Tenant and the Indemnifier to obtain advice from independent legal counsel
  prior to signing this Lease and/or the Indemnity Agreement. The Tenant and the
  Indemnifier further acknowledge that any information provided by the
  Landlord is not to be construed as legal, tax or any other expert advice and
  the Tenant and the Indemnifier are cautioned not to rely on any such information
  without seeking legal, tax or other expert advice.

The
  Landlord and the Tenant understand, acknowledge and agree that this Lease has
  been freely negotiated by both parties and that, in any dispute or contest over
  the meaning, interpretation, validity or enforceability of this Lease or any
  of its terms or conditions, there shall be no inference, presumption or conclusion
  drawn whatsoever against either party by virtue of that party having drafted
  this Lease or any portion thereof.

15.24
  

No
  Offer 

The
  Landlord will not be deemed to have made an offer to the Tenant by furnishing
  an unexecuted copy of this Lease with particulars inserted. Notwithstanding
  that a Security Deposit or payment of advance Rent is received by the Landlord
  when this Lease is received by the Landlord for execution, no contractual
  or other right will exist between the Landlord and she Tenant with respect to
  the Leased Premises until the Landlord, the Tenant and the Indemnifier, if any,
  have executed and delivered this Lease and any required Indemnity Agreement.

15.25

Landlord's
  Security Interest

(1)

As security
  for the Tenant's performance of its obligations under this Lease, including
  but not limited to the payment of Rent and GST, the Tenant grants to the Landlord
  by way of security interest, mortgage, pledge, charge, assignment and hypothec
  a continuing security interest (the "Security Interest") in
  the Tenant's present and future undertaking and all of its present and after
  acquired personal property and assets including without limitation the assets
  described in Schedule "0" attached hereto and forming part hereof
  and all goods (including inventory), trade fixtures and other personal property
  of the Tenant located from time to time on the Leased Premises and any Leasehold
  Improvements which the Tenant effects on or in respect of the Leased Premises
  (collectively the "Collateral"). The Tenant may however, prior to
  the occurrence of an Event of Default, sell or dispose of its inventory to its
  customers, in the ordinary course of business, in accordance with the terms
  and conditions of this Lease, without the consent of the Landlord. The Tenant
  will promptly execute additional documents and will provide additional information
  required by the Landlord from time to time in connection with the Security Interest.
  The Tenant authorizes the Landlord to file a financing statement and any other
  form of document required in connection with the Security Interest to perfect,
  protect or preserve its Security Interest. The Landlord's Security Interest
  is in addition to and not in lieu of its right of distress.



  





















(2)

The Landlord
  may enforce its Security Interest upon the occurrence of an Event of Default
  in the manner outlined in Schedule "G" attached hereto and forming
  part hereof or in any other manner available at law or in equity.

(3)

The grant of the Security
  Interest shall not effect or result in a merger of any rights or interests of
  any party hereto.

(4)

To the extent permitted
  by law, the Tenant hereby waives its right to receive a copy of any financing
  statement, financing change statement or verification statement relating to
  the Security Interest.

(5)


The Landlord
  and the Tenant acknowledge that they have not agreed to postpone the time for
  attachment of the Security Interest with respect to existing Collateral, and
  that the Security Interest shall attach to after acquired Collateral as soon
  as the Debtor has rights in such Collateral.

15.26
  

Survival
  of Covenants and Indemnities 

All
  obligations of the Tenant which arise during the Term pursuant to this Lease
  and which have not been satisfied at the end of the Term and all indemnities
  of the Tenant contained in this Lease shall survive the expiration or other
  termination of this Lease.

15.27
  

Exculpatory
  Provisions 

In
  all provisions of this Lease containing a release, indemnity or other exculpatory
  language in favour of the Landlord, reference to the Landlord includes reference
  also to the Landlord's agents and nominee (if any) and any Person for whom it
  is in law responsible and the directors, officers and employees of the Landlord,
  its agents and nominee (if any) and any Person for whom it is in law responsible
  and its agents while acting in the ordinary course of their employment, it being
  understood and agreed that, for the purposes of this Section 15.27, the Landlord
  is deemed to be acting as the agent or trustee on behalf of and for the benefit
  of any such Person, director, officer, employee, agent or nominee.

15.28

Brokerage
  Commissions 

The
  Tenant covenants that no act of the Tenant has given rise nor shall give rise
  to any Claims against the Landlord for any brokerage commission, finder's fee
  or similar fee in respect of this Lease.  The Tenant hereby indemnifies
  and agrees to hold the Landlord harmless from any Claims for such commission
  or fees with respect to this Lease except any which were directly contracted
  for by the Landlord.

15.29
  

Covenants
  to be Performed at Landlord's Option 

Where
  any provision in this Lease gives the Landlord the option of having the Landlord
  or the Tenant perform the covenants set out in such provision, the Tenant shall
  perform such covenants unless the Tenant is otherwise directed by way of written
  notice from the Landlord.

15.30
  

Radiation

Only
  if the Landlord believes on reasonable grounds that radiation is or has been
  used or created by the Tenant or any Person permitted by the Tenant to be in
  the Leased Premises shall this Section 15.30 apply to the Tenant.

The
  Tenant agrees, if so requested by the Landlord, to conduct at its own expense
  a survey by an accredited firm of consultants acceptable to the Landlord to
  determine the level of radiation in the Leased Premises, and if such levels
  are in excess of those allowable under Environmental Laws and set by the applicable
  regulatory authorities governing radiation, the Tenant agrees, at its own cost
  and expense and on terms and conditions approved by the Landlord, to reduce
  the level of radiation to a level allowable under Environmental Laws and set
  by such applicable regulatory authorities.



  













IN WITNESS
  WHEREOF the Landlord and the Tenant have executed this Lease as of the date
  first set forth above,

SIGNED,
  SEALED AND DELIVERED

in the presence of:

LANDLORD:

UNITED KINGDOM
  BUILDING LIMITED





		
	By:
	

      

      /s/ Benjamin Yeung

	Name:
         Benjamin Yeung, 

	Title:
            President

	By:
	

      

	Name:
         

	Title:
      







I/We have the authority to bind the Corporation
  which has authority to bind the Trust

TENANT:

FAIRBANK ENGINEERING
  LTD.





		
	By:
	

      

      /s/ Brian D. Fairbank

	Name:
         BRIAN D. FAIRBANK

	Title:
         Principal

	By:
	 

	Name:
      

	Title:

	

      

      I/We have the authority to bind
        the Corporation.





  





















SCHEDULE
  "A"

  PLAN SHOWING LEASED PREMISES









  





















SCHEDULE
  "A-1"

LEGAL
  DESCRIPTION OF LAND

Lot
  1

  Block 22

  District Lot 541

  Group One

  New Westminster District

  Plan 15029











































  





















SCHEDULE
  "B" DEFINITIONS

"Basic Rent" means the
  amount set out in Item 8 of the Term Sheet payable by the Tenant to the Landlord
  in respect of each year of the Term.

"Rio-Medical
  Waste" shall mean and include the following:

(a)

(i)

surgical
  waste including all materials discarded from surgical procedures, including
  but not limited to, disposable gowns, soiled dressings, sponges, casts, lavage
  tubes, drainage sets, underpads and surgical gloves; and

(ii)

pathological
  waste including all human tissues and anatomical parts which emanate from surgery,
  obstetrical procedures, autopsy and laboratory; and

(iii)

biological
  waste including blood and blood products, excretions, exudates, secretions,
  suctionings and other body fluids including solid/liquid waste from renal dialysis;
  and

(iv)

isolation
  waste including all waste emanating from the care or treatment of a patient
  on any type of isolation or precaution except reverse (protective) isolation;
  and

(v)

cultures
  and stocks of etiologic agents and associated biologicals including, without
  limitation, specimen cultures, cultures and stocks of etiologic agents, wastes
  from production of biologicals and serums, and discarded live and attenuated
  vaccines; and

(vi)

laboratory
  waste which has come in contact with pathogenic organisms, including but not
  limited to, culture dishes, devices used to transfer, inoculate and mix cultures,
  paper and cloth which has come in contact with specimens or cultures; and

(vii)

animal
  carcasses exposed to pathogens in research, their bedding and other waste from
  such animals; and

(viii)

sharps,
  including any discarded article that may cause punctures or cuts, including
  but not limited to, needles, IV tubing with needles attached, scalpel blades,
  glassware, and syringes that have been removed from their original sterile containers;
  and

(ix)

any
  other wastes identified as infectious or similar wastes in any other applicable
  federal,

  provincial or municipal laws, regulations and guidelines; and

(b)

"Chemotherapy
  Waste" (also known as antineoplastic or cytotoxic waste) means and includes
  discarded items, including but not limited to, masks, gloves, gowns, empty IV
  tubing bags, vials, syringes and other contaminated materials which have been
  contaminated by chemotherapeutic drugs or antineoplastic agents; and

(c)

any waste defined as
  bio-medical waste under any applicable law or regulation.

"Building"
  means the buildings, structures and improvements from time to time during
  the Term erected in, upon or under the Land municipally identified in Item 3
  of the Term Sheet and all alterations and additions thereto and replacements
  thereof.

"Capital
  Tax" means the applicable amount of any lax or taxes including but
  not limited to Large Corporations Tax payable based upon or computed by reference
  to the paid-up capital or place of business of the Landlord as determined for
  the purposes of such tax or taxes; provided that for the purposes thereof, the
  "applicable amount" of such tax or taxes shall mean the amount thereof
  that would be payable if the Project were the only establishment of the Landlord
  in the jurisdiction of the taxing authority or if any other establishment of
  the Landlord therein were located outside that jurisdiction.

"Claims"
  means claims, losses, actions, suits, proceedings, causes of action, demands,
  damages (direct, indirect, consequential or otherwise), judgments, executions,
  liabilities, responsibilities, costs, charges, payments and expenses including,
  without limitation, any professional, consultant and legal fees on a solicitor
  and client basis and any associated disbursements.

"Collateral"
  has the meaning ascribed in Section 15.25.

"Commencement
  Date" means the first day of the Tenn as specified in Item 7(a) of
  the Term Sheet.

"Common
  Elements" means the areas, facilities, utilities, improvements, equipment
  and installations (collectively, "elements") in the Project that,
  from time to time, are not intended to be leased to tenants of the Project (including,
  without limitation, elements within rentable premises that are intended for
  the benefit of tenants of the Project and their invitees and employees) or are
  designated from time to time as Common Elements by the Landlord and includes
  access roads, driveways and parking areas and facilities.

"Consultants"
  means any reference in this Lease to the Landlord's accountant, auditor, architect,
  surveyor or other consultant shall be deemed to be such duly qualified consultant
  appointed by the Landlord in its absolute discretion for the purposes of this
  Lease or of any provision hereof; and they will act in accordance with this
  Lease and the principles and standards of their professions. In determining
  any cost allocation the Landlord may rely on, and the parties shall be bound
  by, the Landlord's Consultants.



  





















"C.P.I."
  means the Consumer Price Index (AD Items for Regional Cities, base year 1992=100)
  published by Statistics Canada (or by a successor or other governmental agency,
  including a provincial agency), for the city in Canada nearest the Project for
  which such a Consumer Price Index is published, or if the Consumer Price Index
  is no longer published, an index published in substitution for the Consumer
  Price Index or any replacement index designated by the Landlord. If a substitution
  is required, the Landlord shall make the necessary conversions. If the base
  year for the Consumer Price Index (or the substituted or replacement index)
  is changed by Statistics Canada (or by its successors or other governmental
  agency) the Landlord shall make the necessary conversion.

"Environmental
  Laws" shall include any domestic and foreign federal, provincial, municipal,
  or local laws, statutes, regulations, ordinances, guidelines, policies, judge
  made laws or common laws and any orders of a court or governmental authority,
  relating in any way to the natural or human environment (including land, surface
  water, groundwater, and real, personal, moveable and immoveable property), public
  or occupational health and safety, and the manufacture, importation, handling,
  use, reuse, recycling, transportation, storage, disposal, elimination and treatment
  of a substance, hazardous or otherwise.

"Event
  of Default" has the meaning ascribed in Section 11.04.

"Expropriated",
  "Expropriating" and "Expropriation" have the
  meanings ascribed in Section 10.06.

"Fiscal
  Year" 

means
  a period, from time to time determined by the Landlord all or part of which
  falls within the Term, at the end of which the Landlord's accounts in respect
  of the Project are balanced for auditing or bookkeeping purposes. Such period
  shall be twelve (12) months except when the Landlord designates a new date upon
  which the fiscal year shall end.

"GST"
  means goods and services tax being that tax payable pursuant to Parts VIII and
  IX of the Excise Tax Act, as amended and re-enacted from time to time
  and other like taxes levied from time to time and includes any blended sales
  tax which combines GST and provincial sales tax.

"Indemnifier"
  means the Person(s) who has executed or agreed to execute the agreement (the
  "Indemnity Agreement") in form and content attached as Schedule "F"
  hereto, or any other agreement in favour of the Landlord.

"Indemnity
  Agreement" means the agreement attached as Schedule "F".

"Land"
  means those lands legally described in Schedule "A-I" as same may
  be expanded or contracted from time to time,

"Lease"
  means this lease, the Term Sheet, and all Schedules attached hereto which are
  referred to in this lease and every properly executed instrument which by its
  terms amends, modifies or supplements this lease.

"Lease
  Year" means a period of twelve (12) consecutive full calendar months;
  the first Lease Year shall commence on the Commencement Date if that date occurs
  on the first day of a calendar month; but if it does not an occur, the first
  Lease Year shall commence on the first day of the calendar month next following
  the Commencement Date and each succeeding Lease Year shall commence on the anniversary
  date of the first day of the first Lease Year.

"Leased
  Premises" means those premises in the Building which are described
  and identified in Item 4 of the Term Sheet and which are marked in a distinguishing
  manner on the plan attached as Schedule "A".

"Leasehold
  Improvements" means:

(a)

all improvements
  fixtures, installations, alterations and additions from time to time made, erected
  or installed to or in the Leased Premises, in addition to, beyond or replacing
  the base building standards, including all partitions however affixed (including
  moveable and demountable partitions), millwork and affixed wall units, internal
  stairways, doors, hardware, light fixtures, carpeting and other applied floor
  finishes, and heating, ventilating and air conditioning equipment and other
  building services not forming part of the Landlord's base building equipment
  and services; and

(b)

alterations,
  improvements and equipment made or installed for the exclusive benefit of the
  Tenant elsewhere in the Project;

in
  either case whether or not installed by or on behalf of the Tenant and whether
  or not installed during the Term including, without limitation, all fixtures
  (whether or not trade fixtures) in the Leased Premises.

“Minimum
  Rent” means the amount set out in Item 8 of the Term Sheet payable
  by the Tanant to the Landlord in respect of each year of the term.

“Mortgage”
  has the meaning ascribed in Section 13.04.

 "Operating
  Costs" means in respect of any Fiscal Year the total of all costs,
  expenses and amounts, incurred or accrued in that Fiscal Year for or with respect
  to ownership, management, operation, maintenance, repairs, upkeep, insurance,
  supervision, decoration, cleaning and upgrading of the Project and the determination
  and allocation of such costs, expenses and amounts, whether incurred or accrued
  by or on behalf of the Landlord or by or on behalf of any manager or agent of
  the Landlord including, without limitation and without duplication:



  





















A.

Inclusions - if
  provided by the Landlord (subject to certain deductions as hereinafter set out);

(a)

the cost of providing
  and maintaining security, landscaping, gardening and snow and refuse removal;

(b)

the cost of healing,
  air conditioning and ventilating the Building and investigating and remedying
  air quality issues, if any;

(c)

the cost of providing
  hot and cold or tempered water, electricity (including lighting) and all other
  utilities to all parts of the Project not otherwise paid by tenants;

(d)

the cost of providing
  janitor, window cleaning and general cleaning services including supplies to
  all parts of the Project including all premises leased to tenants of the Project;

(e)

 the
  cost of replacement of building standard fluorescent tubes, light bulbs and
  ballasts in the Leased Premises and the costs of cleaning, maintaining and servicing
  of the electrical light fixtures in the Leased Premises if not separately invoiced
  pursuant to Section 7.02;

(f)

the cost of all insurance
  taken out and maintained by the Landlord under Article 9.00 and the cost of
  any deductible amount paid by the Landlord in connection with a claim under
  its insurance;

(g)

the rental or lease
  cost of all rented or leased equipment acquired for the operation or maintenance
  of the Project;

(h)

accounting
  costs incurred in connection with the Project including computations required
  for the imposition of charges to tenants and audit fees incurred for the determination
  of any costs hereunder and the reasonable costs of collecting and enforcing
  payment of such charges;

(i)

the cost of all equipment
  acquired for operation or maintenance of the Project if expensed fully in

  the Fiscal Year in which such equipment is acquired;

(j)


if expensed
  fully in the Fiscal Year in which the expense is incurred, the cost of any improvement,
  replacement, repair or alteration whether with respect to buildings, improvements,
  equipment, fixtures or otherwise and whether on-site or off-site which, in the
  opinion of the Landlord, is necessary to reduce or limit increases in Operating
  Costs or is required by the Landlord's insurance carriers or by any changes
  in the laws, rules, regulations or orders of any governmental authority having
  jurisdiction, including those necessary to comply with energy conservation,
  pollution and environmental control standards and the costs of any procedures
  required with respect thereto;

(k)

the cost
  of investigating, testing, monitoring, removing, enclosing, encapsulating or
  abating any Pollutant which is in or about the Project or any part thereof or
  which has entered the environment from the Project, if the Landlord is required
  to do so or if, in the Landlord's opinion, it is harmful or hazardous to any
  Person or to the Project or any part thereof or to the environment;

(I)


the cost
  of repairs and replacements to or in respect of the Project including those
  resulting from normal wear and tear and otherwise and including those necessary
  with respect to the window coverings, decorations, elevators and escalators
  (if any), roof or any parking area or facility;

(m)

the cost of repairs,
  replacements and improvements to systems in the Project including, without limitation,
  the heating, ventilating, air conditioning and energy-saving and security systems
  and devices;

(n)

at
  the Landlord's election (such election to be evidenced by the method of
  calculating Operating Costs for each Fiscal Year), either amortization, in an
  amount determined by the Landlord's accountant, of the cost (whether incurred
  before or during the Term and whether or not incurred by the party constituting
  the Landlord at any time or its predecessor in title or interest) of any repair,
  replacement, decoration or improvement of the Project not expensed within the
  Fiscal Year in which the expenditure was incurred and of all equipment required
  for the operation and maintenance of the Project not included within Operating
  Costs for the Fiscal Year in which the expenditure occurred in accordance with
  Subsections (i) and (j) above, or depreciation in an amount determined by the
  Landlord's accountant based on the cost (whether incurred before or during the
  Term and whether or not incurred by the party constituting the Landlord at any
  time or its predecessor in title or interest) of any of those items which the
  Landlord in its absolute discretion has elected to treat as capital in nature
  together with, in each case, an amount equal to interest at the Prime Rate plus
  one and one-half (1.5%) percent per annum on the undepreciated or unamortized
  amount thereof;

(o)

the amount of all salaries,
  wages and fringe benefits paid to or for the benefit of employees and others
  engaged either full-time or part-time in the operation or maintenance of the
  Project;

(p)

amounts paid for service
  contracts with independent contractors;

(q)

the
  cost of energy audits, conservation studies and other measures taken to conserve
  energy or reduce costs or liability;

(r)

the
  cost of renting, operating and maintaining Project signs and providing directional
  sign age;



  





















(s)

all other expenses
  of every nature incurred in connection with the maintenance and operation of
  the Project;

(t)

the cost of direct
  supervision attributable to any of the above;

(u)

the fair rental value
  of space in the Building occupied by the Landlord, its manager or personnel
  in connection with the Services; and

(v)

any Capital
  Tax imposed upon the Landlord provided that if the Capital Tax payable by the
  Landlord in this connection is for a period not coinciding with the Fiscal Year,
  the amount of the Capital Tax included in Operating Costs in each Fiscal Year
  shall be that amount payable by the Landlord accruing during the Fiscal Year;

plus
  a management fee equal to that amount paid to any managing agent engaged by
  the Landlord in respect of management of the Project or any part thereof or
  the Landlord's reasonable charges in lieu thereof if the Landlord elects to
  self manage the Project or any part thereof, which fee shall be in keeping with
  the industry standard.

B.

Exclusions -
  Operating Costs shall exclude, without duplication and without limiting the
  generality of the foregoing, and except to the extent expressly included above:

(a)

debt
  service;

(b)

costs
  determined by the Landlord from time to time to be fairly allocable to the correction
  of initial construction faults or initial maladjustments in operating equipment
  but only to the extent that such costs are recovered from the contractor or
  others responsible;

(c)

 any
  ground rent payable by the Landlord in respect of a lease of the Land or part
  thereof; and

(d)

tenant
  improvement allowances, leasing commissions and leasing costs.

C.

Deductions
  - There shall be deducted from Operating Costs:

(a)

the proceeds of insurance
  recovered by the Landlord applicable to damage, the cost of repair of which
  was included in the calculation of Operating Costs paid by the Tenant; and

(b)

amounts recovered as
  a result of direct charges to the Tenant and other tenants to the extent
  that the cost thereof was included in the calculation of Operating Costs.

“Parking
  Facilities” means that part of the Project containing parking facilities
  with vehicular access thereto including, without limitation, parking spaces,
  ramps, circulation space, vehicular entrances and exits, the structural elements
  thereof and services, facilities and systems contained in or servicing such
  parking facilities.

"Person"


means
  any person, partnership, corporate entity or any combination of them.

"Pollutants"
  means any substance which is hazardous to persons or property and includes,
  without limiting the generality of the foregoing:

(a)

radioactive
  materials;

(b)

explosives;

(c)

any substance
  that, if added to any air, land and/or water, would degrade or alter or form
  part of a process of degradation or alteration of the quality of the water,
  land and/or air, to the extent that it is detrimental to its use by human beings
  or by any animal or plant;

(d)

any solid,
  liquid, gas, micro-organism, sound, vibration, ray, heat, radiation, odour or
  combinations of any of them that is likely to alter the quality of the environment
  (including air, land and water) in any way and that is present in the environment
  in a quantity or concentration in excess of regulatory standards, or the presence
  of which in the environment is prohibited by regulation or is likely to affect
  the life, health, safety, welfare or comfort of human beings or animals or to
  cause damage to or otherwise impair the quality of the soil, vegetation, wildlife
  or property;

(e)

toxic
  substances;

(f)

substances
  declared to be hazardous or toxic under any law or regulation now or hereafter
  enacted or promulgated by any governmental or municipal authority having jurisdiction
  over the Landlord, the Tenant, the Leased Premises or the Project of which the
  Leased Premises form a part;

(g)

 any
  substance the use or transportation of which or the release of which into the
  environment is prohibited, regulated, controlled or licensed under Environmental
  Laws;

(h)

anything
  contaminated by any Pollutant; and



  





















(i)

Bio-Medical
  Waste.

"Prime
  Rate" means the rate of interest per annum established from time to
  time by The Bank of Nova Scotia (or such other bank being one of the 5 largest
  Canadian chartered banks as the Landlord may designate from lime to time) at
  its head office in Toronto, Ontario as the reference rate of interest to determine
  interest rates it will charge on Canadian dollar loans to its Canadian
  customers and which it refers to as its "prime rate".

"Project"
  means the Land and Building and includes, without limitation, all Common Elements.

"Properly
  Tax Year" means the twelve (12) month period set by the municipal taxing
  authorities as the period for and over which Property Taxes and where applicable
  business taxes are assessed, charged and payable by the owner or occupant of
  the Project or Leased Premises respectively, whether on a calendar or fiscal
  year or any other basis.

"Property
  Taxes" means all taxes, rates, levies, duties and assessments whatsoever
  whether municipal, school, provincial, parliamentary or otherwise levied, charged,
  imposed or assessed against the Project or upon the Landlord in respect thereof
  or from time to time levied, charged, imposed or assessed in the future in lieu
  thereof or in addition thereto, including, without limitation, those levied,
  charged, imposed or assessed for education, school and local improvements, from
  time to time payable by the Landlord or levied against the Landlord on account
  of its ownership or interest in or the operation of the Project; and all costs
  and expenses incurred by the Landlord in good faith in contesting, resisting
  or appealing any such taxes, rates, duties, levies or assessments including,
  without limitation, legal fees on a solicitor and client basis and other professional
  fees and interest and penalties on deferred payments. If any portion of the
  Project is assessed or taxed other than at the prevailing commercial assessment
  rates and mill rates due to the occupancy of any tenants or the nature of any
  tenant's operation, then the amount of such taxes, rates, levies, duties or
  assessments shall be adjusted to be an amount equal to the amount which would
  have been incurred had such portion of the Project been assessed and taxed at
  the prevailing commercial assessment rates and mill rates throughout the entire
  period for which the calculation is being made. Any tax levied on commercial
  property or other like tax based on the area or use of the Project or the Leased
  Premises or any tax on rent imposed in lieu of the foregoing taxes are included
  herein.

"Rent"
  means the aggregate of all amounts payable by the Tenant to the Landlord under
  this Lease. Provided that any and all amounts so payable which are collectible
  by the Landlord as agent of a taxing authority and which are Taxes imposed by
  that authority on the Tenant are included in Rent so as to determine the Landlord's
  rights and remedies in the case of delay or failure to pay the same notwithstanding
  that the same do not accrue to the Landlord as rent hereunder.

"Rentable
  Area" means the area of the Leased Premises, the Building or any part
  thereof as determined by the Landlord and which may be adjusted from dine to
  time to give effect to any structural or functional change and any change in
  the leasing pattern in the Building, and which shall be calculated in accordance
  with the BOMA ANSI standards ANSI Z65.1-1980 (Reaffirmed in 1989) (except to
  the extent altered by this definition) as follows:

(a)

in the
  case of premises occupying the whole of one or more floors, the Rentable Area
  of such premises shall he determined by measuring to and from the inside finish
  of permanent outer Building walls or from the glass line, whichever extends
  further, but shall not include stairs and elevator shafts (except stairs and
  elevators exclusively serving the Tenant where the Leased Premises consist of
  more than one floor), flues, stacks, pipe shafts and vertical ducts with their
  enclosing walls. Washrooms, air conditioning equipment rooms, fanrooms, janitors'
  closets, electrical closets, and other closets serving that floor or floors
  shall be included in the Rentable Area of such premises. No deductions shall
  be made for columns and projections necessary to the Building;

(b)

in the
  case of premises occupying part of a floor, the Rentable Area of such premises
  shall be determined by measuring from and to whichever of the following form
  the boundaries of such premises: the inside finish of permanent outer Building
  walls or from the glass line, whichever extends further; the centre of partitions
  which separate such premises from adjoining premises or public and/or service
  areas; and the office side of the corridor walls or other permanent partitions,
  without in any case, deduction for columns and projections necessary to the
  Building, and includes washrooms, air conditioning equipment rooms, fan rooms,
  janitors' closets, electrical closets and other closets within and serving the
  Leased Premises exclusively, but does not include stairs and elevator shafts
  supplied by the Landlord for use in common with other tenants, and flues, stacks,
  pipe shafts or vertical ducts with their enclosing walls within the Leased Premises;
  the Rentable Area as so determined shall have added thereto a portion of the
  area of the public and/or service areas on such floor which, without limitation,
  shall include corridors, elevator lobbies, washrooms, air conditioning equipment
  rooms, fan rooms, janitors' closets, electrical closets and other closets serving
  that floor. The portion of such area of the public and/or service areas so added
  shall be that portion from time to time which the Rentable Area of such premises
  bears to the Rentable Area of all premises leased or set aside from time to
  time for leasing by the Landlord on that floor (including such premises).

"Security
  Deposit" has the meaning ascribed in Section 4.02. 

"Security
  Interest" has the meaning ascribed in Section 15.25.

"Service(s)" means those
  activities, personnel, facilities, systems and supplies required for the complete
  decoration, repair, administration, replacement, maintenance, improvement and
  operation of the Project.



  





















"Taxes"
    means comprehensively all various classes and types of taxes, rates,
  levies, fees, duties, charges and assessments from whatever source arising and
  levied, rated, imposed, assessed, conferred or chargeable against the Project,
  the Leased Premises or in respect of the occupancy and activity carried on therein
  or on account on of the Landlord's ownership of or interest in the Project or
  on account of rents payable with respect therefor and includes Property Taxes,
  business taxes or any like tax or other amount levied or assessed in lieu of,
  in addition to, or in substitution therefor, whether or not similar to or of
  the foregoing character and whether or not in existence the date hereof together
  with an administrative charge for allocation of Taxes and all costs and expenses
  incurred by the Landlord in good faith in contesting, resisting or appealing
  any such taxes, rates, duties, levies or assessments including, without limitation,
  legal fees on a solicitor and client basis and other professional fees and interest
  and penalties on deferred payments; but excluding income or profits taxes upon
  the income of the Landlord.

"Tenant's
  Occupancy Costs" 

means for each Fiscal
  Year the Tenant's Proportionate Share of the Operating Costs for that Fiscal
  Year.

"Tenant's
  Proportionate Share" means that proportion that the Rentable Area of
  the Leased Premises bears to the total Rentable Area of the Building.

"Term"
  means the period of time set out in Item 7 of the Term Sheet unless sooner terminated.

"Term
  Sheet" means the pages identified as Tenn Sheet attached to this Lease;
  and all information and particulars contained therein shall form part of this
  Lease.

"Transfer"
  means:

(a)

an assignment,
  sublease, licensing or other disposition by the Tenant of this Lease or any
  interest therein or any interest in the Leased Premises (whether or not by operation
  of law) or in a partnership that is the Tenant under this Lease, or a mortgage
  or charge (floating or otherwise) or other encumbrance of or upon this Lease
  by the Tenant except a Transfer that occurs on the death of the Transferor;

(b)

a
  parting with or sharing of possession of all or part of the Leased Premises;
  and

(c)

a transfer
  or issue by sale, assignment, bequest, inheritance, operation of law or other
  disposition, or by subscription, of all or part of the corporate shares of the
  Tenant which results in a change in the effective voting control of the Tenant
  (unless the Tenant is a corporation whose shares are traded on a stock exchange
  in Canada or the United States or is a subsidiary of such a corporation).

"Transferor"
  and "Transferee" have meanings corresponding to the definition
  of "Transfer". In the case of a Transfer described in clause
  (c) of the definition of Transfer, the Transferor is the Person that has or
  would have effective voting control before the Transfer and the Transferee is
  the Person that has or would have effective voting control after the Transfer.
  The singular and plural forms of defined words and phrases shall have corresponding
  meanings.



  





















SCHEDULE
  “C”





RULES
  AND REGULATIONS

1.

Definition
  - In these rules and regulations, "Tenant" includes the employees,
  servants, agents, invitees, subtenants and licensees of the Tenant and others
  over whom the Tenant can reasonably be expected to exercise its control.

2.

Common
  Elements - The Landlord reserves entire control of the Common Elements and
  will maintain them in such manner as it deems best for the benefit of the tenants
  generally. The Landlord reserves the right to restrict and regulate the use
  of the Common Elements by the Tenant and by persons making deliveries to the
  Tenant.

3.

Smoking
  - Smoking is not permitted in the Common Elements, except as may be otherwise
  designated. The Landlord shall have the right, in its sole discretion, to determine
  whether any designated smoking area shall be established, and the size and location
  of any such area.

4.

Obstructions
  - The sidewalks, driveways, entrances, vestibules, passages, corridors,
  halls, elevators and stairways shall not be encumbered or obstructed by the
  Tenant or be used by it for any purpose other than for entrance to and exit
  from the Leased Premises.

5.

Deliveries
  - The Tenant shall not permit the parking of delivery vehicles so as to
  interfere with the use of any driveway, walkway, parking area, or other Common
  Elements. The Tenant shall ensure that deliveries of materials and supplies
  to the Leased Premises are made through such entrances, elevators and corridors
  and at such times as may from time to time be designated by the Landlord and
  shall promptly pay or cause to be paid to the Landlord the cost of repairing
  any damage in or to the Building caused by any person making such deliveries.
  The Landlord reserves the right to remove at the expense and risk of the owner
  any vehicle not using designated "Vehicle Standing" areas.

6.

Security
  - The Landlord may from time to time adopt appropriate systems and procedures
  for the security and safety of the Building including restricting access during
  non-business hours and the Tenant shall comply with the Landlord's reasonable
  requirements relating thereto.

7.

Locks
  - No additional locks or bolts of any kind shall be placed by the Tenant
  upon any of the doors or windows of the Leased Premises, nor shall any changes
  whatsoever be made to existing locks or the mechanics thereof except by the
  Landlord at its option. The Tenant shall not permit any duplicate keys to be
  made, but additional keys as reasonably required shall be supplied by the Landlord
  when requested by the Tenant in writing and at the Tenant's expense. Upon termination
  of the Tenant's lease, the Tenant shall surrender to the Landlord all keys to
  the Leased Premises and other part or parts of the Building together with any
  parking passes or other devices permitting entry.

8.

Antennae - The
  Tenant shall not mount or place an antenna or aerial of any nature on the exterior
  of the Leased Premises or Building.

9.

Garbage
  - The handling and disposal of garbage shall comply with arrangements prescribed
  by the Landlord from time to time. No disproportionate or abnormal quantity
  of waste material shall be allowed to accumulate in the Leased Premises and
  the cost of removal or clearing of quantities in excess of such normally provided
  Service may be charged to the Tenant.

10.

Repairs,
  Alterations and Improvements - The Tenant shall carry out repairs, maintenance,
  alterations and improvements in the Leased Premises only during times agreed
  to in advance by the Landlord and in a manner which will not interfere
  with the rights of other tenants in the Building.

11.

Maintenance
  - The Tenant will provide adequate facilities and means to prevent the soiling
  of walls, floors and carpets in and abutting the Leased Premises whether by
  shoes, overshoes, any acts or omissions of the Tenant or otherwise.

12.

Installations
  and Wiring - The Tenant shall not mark, paint, drill into or in any way
  deface the walls, ceilings, partitions, floors or other parts of the Leased
  Premises and the Building except with the prior written consent of the Landlord
  and as it may direct. If the Tenant desires electrical or communications connections,
  the Landlord reserves the right to direct qualified persons as to where and
  how the wires should be introduced, and without such directions, no boring or
  cutting for wires will be permitted. No gas pipe or electric wire will be permitted
  which has not been ordered or authorized in writing by the Landlord.

13.

Heating, Air Conditioning
  and Plumbing Systems - The Tenant shall not attempt any repairs or alterations
  or modifications to the heating, air conditioning or plumbing systems.

14.

Water
  Fixtures - The Tenant shall not use the plumbing facilities for any other
  purpose than that for which they are constructed, and no foreign substance of
  any kind shall be thrown therein, and the Tenant shall pay the cost of any breakage,
  stoppage or damage resulting from a violation of this provision.





15.

Personal
  Use of Leased Premises - The Leased Premises shall not be used for residential,
  lodging or sleeping purposes or for the storage of personal effects or property
  not required for business purposes as permitted under the Lease.



  





















16.

Solicitations
  - The Landlord reserves the right to restrict or prohibit canvassing, soliciting
  or peddling in

  the Building.

17.

Heavy
  Articles - The Tenant shall not, in the Leased Premises or the Building,
  bring in, take out, position, construct, install or move anything liable to
  injure or destroy any part of the Building including, without limiting the generality
  of the foregoing, any safe, business machinery or other heavy machinery or equipment
  without the prior written consent of the Landlord. In giving such consent, the
  Landlord shall have the right, in its sole discretion, to prescribe the permitted
  weight and the position thereof, and the use and design of planks, skids or
  platforms required to distribute the weight thereof. All damage done to the
  Building by moving or using any such heavy equipment or machinery shall be repaired
  at the expense of the Tenant. The moving of all heavy equipment or other machinery
  shall occur only by prior arrangement with the Landlord.

18.

Bicycles,
  Animals - The Tenant shall not bring any animals, except for seeing eye
  dogs, 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 the Landlord for such purposes.

l9.

 Furniture
  and Equipment - The Tenant shall ensure that furniture, equipment and
  fixtures being moved into or out of the Leased Premises are moved through such
  entrances, elevators and corridors and at such times as may from time to time
  be designated by the Landlord and shall promptly pay or cause to be paid to
  the Landlord the cost of repairing any damage in the Building caused thereby.

20.

Heating/Cooling
  - The Tenant shall not use any means of heating or cooling the Leased Premises
  other than that provided by or specifically otherwise permitted by the Landlord.

21.

Undue
  Electrical Loads, Heat, Vibration - No material or equipment which could
  cause undue loads on electrical circuits, or undue vibration, heat or noise
  shall be brought into the Building or used therein by or on behalf of the Tenant,
  and no machinery or tools of any kind shall be affixed to or used in the Leased
  Premises without the prior written consent of the Landlord.

22.

Fire
  Regulations - No Tenant shall do or permit anything to be done in the Leased
  Premises or bring or keep anything therein which will in any way increase the
  risk of fire, or obstruct or interfere with the rights of other tenants, or
  violate or act at variance with the laws relating to fires or with the regulations
  of the fire department or the board of health. The Tenant shall cooperate in
  any fire drills and shall participate in all fire prevention or safety programs
  designated by the Landlord.

23.

Flammable Materials
  - No flammable oils or other flammable, dangerous or explosive materials shall
  he kept or permitted to be kept in the Leased Premises.

24.

Food
  and Beverages - Only persons approved from time to time by the Landlord
  may prepare, solicit orders for, sell, serve or distribute foods or beverages
  in the Building, or use the elevators, corridors or other Common Elements for
  any such purpose. The Tenant shall not permit in the Leased Premises the use
  of equipment for the preparation, serving, sale, distribution, or dispensing
  of food and beverages except with the prior written consent of the Landlord
  and in accordance with arrangements approved by the Landlord.

25.

Notice
  of Accidents - The Tenant shall give immediate notice to the Landlord in
  case of fire or accident in the Leased Premises or in the Building, or
  in case of defects therein or in any fixtures or equipment thereof, notwithstanding
  the Landlord may have no obligations with respect thereto.

26.

Janitorial
  Services - The Tenant shall not use or engage any person or persons other
  than the janitor or janitorial contractor of the Landlord for the purpose of
  any cleaning of the Leased Premises, except with the prior written consent of
  the Landlord.

27.

Dangerous
  or Immoral Activities - The Tenant shall not make any use of the Leased
  Premises which could result in the risk or injury to any person, nor shall the
  Leased Premises be used for any immoral or criminal purpose.

28.

Proper Conduct
  - The Tenant shall not perform any acts or carry on any practice which may damage
  the Common Elements or be a nuisance to any other tenant in the Project.

29.

Additional
  Rules and Regulations - The Landlord shall have the right to make such other
  and further reasonable rules and regulations as in its sole judgment may from
  time to time be necessary or of benefit for the safety, care, cleanliness and
  appearance of the Project, and for the preservation of good order therein.



  

























SCHEDULE
  “D”





LANDLORD'S
  WORK





In consideration for the Tenant entering
  into this Lease, the Landloard agrees to complete the following Leasehold Improvements
  to the Lease premises, at the Landlord’s expense.





-remove all interior
  doors;

-steam clean the carpet;

- clean the vinyl
  tile floor;

- repair existing
  lighting in the kitchen area and install a maximum of four (4) additional lights
  ; and

-install one (1) new
  heat cover





The Landlord and Tenant acknowledges
  that all other Leasehold Improvements will be completed at the Tenant’s
  expenses, in accordance with Section 7.04 of this Lease.











































  

























SCHEDULE "E"





ADDITIONAL
  COVENANTS, AGREEMENTS AND CONDITIONS

Storage
  Space

In addition to the office
  space, the Landlord aggress to lease to the Tenant 100 square feet of storage
  space within the Leased Premises.  The Landlord and Tenant agree that the
  Tenant will not be required to pay Rent for the storage space.





Early Possession





Notwithstanding Section 3.02, the Landlord
  and Tenant agree that, if requested, the Tenant will be provided with early
  possession of the Leased Premises prior to the Commencement Date of this Lease.
   The Landlord acknowledges that the Tenant will not be required to pay
  Rent during the period of early possession.







































  





























SCHEDULE “F”





INDEMNITY AGREEMENT

INTENTIONALLY
  DELETED



































  

























SCHEDULE
  “G”





SECURITY
  INTEREST - REMEDIES ON DEFAULT

TENANT:
  FAIRBANK ENGINEERING LTD.

ADDRESS
  OF LEASED PREMISES: Suite 901 — 409 Granville Street 

DATE:
  October 1, 2004

1.

If
  the Security Interest becomes enforceable, the Landlord may, at its option;

(a)

appoint
  any Person as receiver or as receiver and manager of all or any part of the
  Collateral. The word "receiver" will include both a receiver and a
  receiver and manager. The Landlord may, from time to time, remove or replace
  any appointed receiver, or may institute proceedings in any court of competent
  jurisdiction for the appointment of a receiver of all or any part of the Collateral.
  Any receiver will have and may exercise all powers conferred upon the Landlord
  under this Lease. Any receiver will be considered to be the agent of
  the Tenant so far as the responsibility for the receiver's acts is concerned
  and the Landlord will not be responsible for any act or omission on the part
  of the receiver, whether wilful, negligent, imprudent or otherwise;

(b)

take
  such steps as it considers necessary or desirable to obtain possession of all
  or any part of the Collateral and the Tenant agrees that the Landlord may, by
  its servants, agents or receiver, at any time during the day or night and without
  prior notice, enter the Leased Premises where the Collateral may be found for
  the purpose of taking possession of or removing or immobilizing the Collateral
  or any part of it;

(c)

in connection
  with the realization of the Collateral, carry on all or any part of the business
  and undertaking of the Tenant and may enter upon, occupy and use all or any
  part of the property owned or used by the Tenant for such time as the Landlord
  sees fit, free of charge, and the Landlord will not be liable to the Tenant
  for any negligent or imprudent act or omission in so doing or in respect of
  any rent, charges, depreciation or damages in connection with such actions;

(d)

seize,
  collect, realize, borrow money on the security of; sell, obtain payment for,
  give valid receipts and discharges for, release to third parties or otherwise
  deal with the Collateral or any part of it in the manner, upon the terms and
  conditions and at the time or times as may seem to it advisable, without notice
  to the Tenant. The mode of disposition of the Collateral or any part of it will
  be in the sole discretion of the Landlord and it will be deemed to be commercially
  reasonable for the Landlord to dispose of the Collateral or any part of it in
  the ordinary course of its business. Without limiting any other rights the Landlord
  may have, the Landlord may purchase all or any part of the Collateral at a private
  sale, auction, tender, public sale or any other mode of disposition;

(e)

charge
  on its own behalf and pay to others reasonable sums for expenses incurred and
  for services rendered (including legal fees on a solicitor and client basis
  and fees for receivers, managers, accountants and other professionals) in connection
  with the Landlord's realizing the Collateral or otherwise dealing with the Collateral
  in accordance with the provisions of the Lease and all the sums will be payable
  to the Landlord on demand; or

(f)

if it
  deems it necessary for the proper realization of all or any part of the Collateral,
  pay any claim, lien, security interest or other encumbrance that may exist or
  be threatened against the Collateral, and the amount paid, together with all
  costs and expenses of the Landlord incurred in that connection, will be payable
  to the Landlord on demand.

2.

 The
  Landlord shall have the right to postpone indefinitely the sale of the Collateral
  or any part of it and shall further have the right, pending that sale, to lease
  the Collateral or any part of it to any person for any period as the Landlord
  in its absolute discretion deems necessary in order to recover or to attempt
  to recover any indebtedness forming a part of the Security Interest.

3.

The Landlord
  shall not be liable or accountable for any failure to realize or otherwise deal
  with the Collateral or any part of it and will not be bound to institute proceedings
  for the purpose of effecting any of the foregoing or for the purpose of preserving
  any rights of the Landlord, the Tenant or any other person in respect of the
  Collateral.

4.

All monies received
  or collected by the Landlord in respect of the Collateral may be applied as
  the Landlord deems fit.



  





















SCHEDULE
  "H"

CONTENTS
  OF LEASED PREMISES 

The
  following Schedule "H" is referred to in Section 9.05, Environmental
  Issues, in the Lease.

All contents and
  materials, other than standard office furnishings, stored in the Leased Premises
  are as follows: 

(please include,
  in detail, all materials, Pollutants, including but not limited to, chemicals
  and related items that are used and/or stored in the Leased Premises):





		
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