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ΩPARTIES AND PREMISESφ

τW(1), referred to in this lease as "Lessor," hereby leases
to τW(3), referred to in this lease as "Lessee," those certain premises,
referred to as "the premises,"

ß(@5@ ==#107#)
 which is part of the main premises located at τW(6), τW(7), τW(8), τA(9).φß

ß(@5@ ==#108#)
 located at τW(6), τW(7), τW(8), τA(9).φß

The parties agree to be legally bound as follows:φ

TERMφ

The term of this lease shall be for the period of τW(10)
year(s) commencing at 12:01 A.M. on the τ(11) day of
τW(12), τW(13) and ending at 12:01 A.M. τ(10) year(s) later, unless
sooner terminated as herein provided.φ

RENTφ

ß(@15@ == #107#)
Lessee agrees to pay to Lessor as rent for the use
and occupancy of the premises the sum of $α(14), payable monthly, each
and every month on the τ(16) of each month. Commencing on τW(17), at the office of Lessor
or such other place or places as Lessor may from time to time designate by written
notice given to Lessee.φß

ß(@15@ == #108#)
Lessee agrees to pay to Lessor as rent for the use
and occupancy of the premises the sum of $α(14), payable annually, each
and every year on the τ(16) each year. Commencing on τW(17), at the office of Lessor
or such other place or places as Lessor may from time to time designate by written
notice given to Lessee.φß


RENT INCREASED BY DIRECT EXPENSE INCREASED φ

The basic rent as specified in this lease for each
calendar year subsequent to the calendar year in which
this lease is made shall be increased by Lessee's
proportionate share of any increase in Direct Expenses
incurred by Lessor for that year over the Direct Expenses
incurred by Lessor for the calendar year in which this
lease is made.  The amount of the increase for the
preceding calendar year shall be specified in a notice
given to Lessee by Lessor 30 days before the increase
becomes effective on the anniversary of the beginning of
this lease and shall be payable by Lessee to Lessor at
the place where the basic rent is then payable.  For the
purposes of this paragraph:φ

(a) the term "Direct Expenses" shall mean all
expenses incurred by Lessor each calendar year for the
administration, operation, and maintenance of the
Building where the premises are located, including by way
of illustration but not by way of Limitation:
(1) real and personal property taxes and assessments levied
on the Building,
(2) the costs of all utilities required, by leases or
otherwise, to be furnished by Lessee to the Building,
(3) insurance premiums on insurance policies insuring the
Building,
(4) the costs of janitorial services for the Building, and
(5) labour and costs incurred in managing the Building and
maintaining its elevators, hallways, exterior walls, roof,
and other parts, facilities, and appurtenances; andφ

(b) Lessee's proportionate share of any increase in Direct
Expenses incurred by Lessor for any calendar year shall be
determined by dividing the amount of floor space in the
premises by the total amount of rentable floor space in the
Building and multiplying the total increase in Direct Expenses
for the year by the resulting percentage figure.
The total amount of rentable floor space in the Building shall
be determined by excluding from the total interior floor space
of the Building the area occupied by common hallways, rest
rooms, the building lobby, other common areas, the area required
for the Building's heating and air conditioning equipment, the
area required for storage of maintenance and janitorial supplies,
and the basement of the Building but including the area occupied
by Lessor's offices in the Building.φ

ß(@18@ != #0#)

EXTENDED TERMφ

Should Lessee fully and faithfully perform all the
terms and conditions of this lease for the full term
specified, Lessee may extend this lease for a further
term of τW(18), commencing on expiration of the full
term specified in this lease, by giving Lessor written
notice of Lessee's desire to so do at least 30 days prior
to expiration of the original term of this lease.φ

RENT DURING EXTENDED TERMφ

Should this lease be extended as provided for above,
the rent during such period of extension shall be equal
to the rent specified in this lease for the initial
period plus any addtional amount that may be added by the Lessor,
which may be deemed appropriate.φß

ß(@19@ == #107#)
HOLD OVERφ

Should Lessee hold over and continue in possession
of the premises after expiration of the term of this
lease or any extension thereof, Lessee's continued
occupancy of the premises shall be considered a
month-to-month tenancy subject to all the terms and
conditions of this lease.φß

LESSOR'S INABILITY TO DELIVER POSSESSIONφ

Should Lessor for any reason be unable to deliver
possession of the premises to Lessee on the date
specified in this lease as the date on which the term of
this lease is to commence, this lease shall not be void
or voidable nor shall Lessor be liable to Lessee for any
loss or damage resulting from such failure to deliver
possession to Lessee so long as Lessor has exercised, and
continues to exercise, reasonable diligence to deliver
possession of the premises to Lessee.  No rent shall,
however, accrue or become due from Lessee to Lessor under
this lease until the actual physical possession of the
premises is delivered, or the right to actual
unrestricted physical possession of the premises under
this lease is tendered, by Lessor to Lessee. Furthermore,
the term of this lease shall not be extended by Lessor's
inability to deliver possession of the premises to Lessee
on the date specified in this lease.φ

USE OF PREMISESφ

The premises shall be used for:  τF(20)
by Lessee and for no other use or uses without the express
written consent of Lessor.φ

PROHIBITED USESφ

Lessee shall not commit or permit the commission of
any acts on the premises nor use or permit the use of the
premises in any way that:φ

(a) will increase the existing rates for or cause cancellation
of any fire, casualty, liability, or other insurance policy
insuring the premises or the contents;φ

(b) violates or conflicts with any law, statute, ordinance,
or governmental rule or regulation, whether now in force or
hereinafter enacted, governing the premises;φ

(c) obstructs or interferes with the rights of other tenants
or occupants in the Building where the premises are located or
injures or annoys them; orφ

(d) constitutes the commission of waste on the premises or the
commission or maintenance of a nuisance.φ

ALTERATIONSφ

Lessee shall not make or permit any other person to
make any alterations to the premises without the prior
written consent of Lessor.  Should Lessor consent to the
making of any alterations to the premises by Lessee, the
alterations shall be made at the sole cost and expense of
Lessee by a contractor or other person selected by Lessee
and approved in writing before work commences by Lessor.
Any and all alterations, additions, or improvements made
to the premises shall on expiration or sooner termination
of this lease become the property of Lessor and remain on
the premises; provided, however, that on expiration or
sooner termination of this lease and written demand being
given by Lessor, Lessee shall at Lessee's sole cost and
expense remove all alterations, additions, and
improvements made to the premises by Lessee and pay all
costs of repairing any damages to the premises caused by
their removal.φφφ

MAINTENANCE AND REPAIRSφ

Lessee admits, by entering into possession under
this lease, that the premises are now in a good, clean,
and safe condition and repair.  Lessee shall, at all
times during the term of this lease and any renewal or
extension thereof, maintain, at Lessee's sole cost and
expense, the premises, and every part of the premises, in
a good, clean, and safe condition, and shall on
expiration or sooner termination of this lease surrender
the premises to Lessor in as good condition and repair as
they are in on the date of this lease, reasonable wear
and tear and damage by the elements excepted.  Lessee
hereby waives any right to make repairs to the premises
at the expense of Lessor as provided by any law or
statute now or hereafter enacted.φ


ß(@24@ == #107#)

INSPECTION BY LESSORφ

Lessee shall permit Lessor or Lessor's agents,
representatives, or employees to enter the premises at
all reasonable times for the purpose of inspecting the
premises to determine whether Lessee is complying with
the terms of this lease and for the purpose of doing
other lawful acts that may be necessary to protect
Lessor's interest in the premises under this lease.φß


MAINTENANCE AND PAYMENT OF UTILITY CHARGESφ

ß(@25@ ==#108#)
Lessee shall pay, and hold Lessor and the property of
Lessor free and harmless from, all charges including
gas, electricity, telephone service and for furnishing
of other public utilities to the premises during the term
of this lease or any extension thereof:φß

ß(@25@ ==#107#)
Lessor shall pay for the public utilities used on the
premises during the term of this lease or any extension thereof:φß

ß(@26@ ==#107#)
Lessor shall pay for the furnishing of water and for the
removal of garbage and rubbish from the premises.φß

ß(@26@ ==#108#)
Lessee shall be responsible for the furnishing of water
and for the removal of garbage and rubbish from the premises.φß

ß(@27@ ==#107#)
Lessor shall pay for the Janitorial Service, for the premises.φß

ß(@27@ ==#108#)
Lessee is responsible for any Janitorial Services that maybe
obtained for the premises.φß


PERSONAL PROPERTY TAXESφ

Lessee shall pay before they become delinquent all
taxes, assessments, or other charges levied or imposed by
any governmental entity on the furniture, trade fixtures,
appliances, and other personal property placed by Lessee
in, on, or about the premises including, without limiting
the generality of the other terms used in this section,
any shelves, counters, vaults, vault doors, wall safes,
partitions, fixtures, machinery, plant equipment, office
equipment, television or radio antennas, or communication
equipment brought on the premises by Lessee.φ

REAL PROPERTY TAXESφ

All real property taxes and assessments levied or
assessed against the premises by any governmental entity,
including any special assessments imposed on or against
the premises for the construction or improvement of
public works in, on, or about the premises, shall be
paid, before they become delinquent, by Lessor; provided,
however, Lessee shall conduct no activity on the premises
nor place any articles on the premises that will increase
the real property taxes levied or assessed against the
premises.φ

DESTRUCTION OF PREMISESφ

Should the premises or the Building of which they
are a part be damaged or destroyed by any cause not the
fault of Lessee, Lessor shall at Lessor's sole cost and
expense promptly repair the same and the rent payable
under this lease shall be abated for the time and to the
extent Lessee is prevented from the premises in their
entirety; provided, however, that should the cost of
repairing the damage or destruction exceed 25 percent of
the full replacement cost of the premises or the building
of which the premises are a part,φ

ß(@28@ ==#107#)
Lessor may, in lieu of making the repairs required by this
paragraph, terminate this lease by giving Lessee 30 days'
written notice of such termination.φß

φCONDEMNATION OF PREMISESφ

Should all or any part of the premises be taken by
any public or quasi-public agency or entity under the
power of eminent domain during the term of this lease:φ

(a) either Lessor or Lessee may terminate this lease by giving
the other 30 days' written notice of termination; provided,
however, that Lessee cannot terminate this lease unless the
portion of the premises taken by eminent domain is so extensive
as to render the remainder of the premises useless for the uses
permitted by this lease;φ

(b) any and all damages and compensation awarded or paid because
of the taking, except for amounts paid Lessee for moving expenses
or for damage to any personal property or trade fixtures owned by
Lessee, shall belong To Lessor, and Lessee shall have no claim
against Lessor or the entity exercising eminent domain power for
the value of the unexpired term of this lease;φ

(c) should only a portion of the premises be taken by eminent
domain and neither Lessor nor Lessee terminates this lease, the
rent thereafter payable under this lease shall be reduced by the
same percentage that the floor area of the portion taken by eminent
domain bears to the floor area of the entire premises; andφ

(d) should any portion of the building containing the premises
other than the premises be taken by eminent domain, Lessor may,
at his option, terminate this lease.φ

ASSIGNMENT OR SUBLEASINGφ

ß(@29@ ==#107#)
Lessee mayß
ß(@29@ ==#108#)
Lessee may notß
encumber, assign, or otherwise transfer
this lease, any right or interest in this lease, or any
right or interest in the premises with the prior express
written consent of Lessor. Lessee may sublet the
premises or any part thereof or allow any other persons,
including Lessee's agents and servants, to occupy or use
the premises or any part thereof with the prior written
consent of Lessor. A consent by Lessor to one
assignment, subletting, or occupation and use by another
person shall not be deemed to be a consent to any
subsequent assignment, subletting, or occupation and use
by another person. The consent of Lessor to any
assignment of Lessee's interest in this lease or the
subletting by Lessee of the premises shall not be
unreasonably withheld.φ


RULES AND REGULATIONSφ

Lessee shall fully and faithfully comply with and
observe the rules and regulations for the Building of
which the premises are a part.  The rules and regulations
are attached at the end of this lease and are part of the
terms of this document.  Furthermore, Lessee shall fully
and faithfully comply with all additions or amendments to
such rules and regulations hereafter made by Lessor and
communicated to Lessee by written notice given to Lessee
by Lessor. Lessor shall not be liable in any way for
failure of any other occupant of the Building of which
the premises are a part to comply with and observe such
rules and regulations.φ

INDEMNITYφ

Lessee shall indemnify and hold Lessor and the
property of Lessor, including the premises, free and
harmless from any and all liability, claims, loss,
damages or expenses, including counsel fees and costs,
arising by reason of the death or injury of any person,
including Lessee or any person who is an employee or
agent of Lessee, or by reason of damage to or destruction
of any property, including property owned by Lessee or
any person who is an employee or agent of Lessee, caused
or allegedly caused by:φ

(a) any cause whatsoever while such person or property is in
or on the premises or in any way connected with the premises
or with any personal property on the premises;φ

(b) some condition of the premises;φ

(c) some act or omission on the premises of Lessee or any person
in, on, or about the premises with the permission of Lessee; orφ

(d) any matter connected with Lessee's occupation and use of
the premises.φφ

ß(@30@ != #0#)
LIABILITY INSURANCEφ

Lessee shall, at its own cost and expense, secure
within 10 days and maintain during the entire term of
this lease and any renewals or extensions of such term a
broad form comprehensive coverage policy of public
liability insurance issued by an insurance company
acceptable to Lessor and insuring Lessor against loss or
liability caused by or connected with Lessee's occupation
and use of the premises under this lease in amounts not
less than:φ

(a) $τ(30) for injury to or death of one person and,
subject to such limitation for the injury or death of one
person, of not less than $τ(30) for injury to or death of
two or more persons as a result of any one accident or
incident; andφ

(b) $τ(30) for damage to or destruction of any property of
others.φß

ß(@31@ ==#107#)
TRADE FIXTURES AS SECURITY FOR LEASEφ

As security for the faithful performance of all the
terms, conditions, and covenants of this lease to be
performed by Lessee, Lessee hereby grants to Lessor a
security interest in all trade fixtures and equipment
owned by Lessee and now or hereafter placed on the
premises by Lessee.  Any right or rights of removal of
trade fixtures given Lessee by the provisions of this
lease shall be exercisable only if, at the time of the
removal, Lessee is not in default in performance of this
lease.  Lessee may, however, at any time it is not in
default in performance of this lease, trade in or replace
any trade fixture free of the security interest created
by this section and this security interest will then
attach to the item that replaced such trade fixture. On
default in performance of any obligation of this lease to
be performed by Lessee, Lessor shall immediately have as
to the trade fixtures the remedies provided to a secured
party under the Uniform Commercial Code as enacted in
Ontario.φß

ß(@32@ ==#107#)
UNREMOVED TRADE FIXTURESφ

Any trade fixtures that are not removed from the
premises by Lessee 30 days after this lease's expiration
or sooner termination, regardless of cause, shall be
deemed abandoned by Lessee and shall automatically become
the property of Lessor as owner of the real property to
which they are affixed.φß

ACTS CONSTITUTING BREACHES BY LESSEEφ

Lessee shall be guilty of a material default and
breach of this lease should:φ

(a) any rent be unpaid when due and remain unpaid for
τ(33) days after written notice to pay such rent or surrender
possession of the premises has been given to Lessee by Lessor;φ

(b) Lessee default in the performance of or breach any provision,
covenant, or condition of this lease other than one for the
payment of rent and such default or breach is not cured within
30 days after written notice thereof is given by Lessor to Lessee;φ

(c) Lessee breach this lease and abandon the premises before
expiration of the term of this lease;φ

(d) a receiver be appointed to take possession of all or
substantially all of Lessee's property and not be discharged
within 20 days after his or her appointment;φ

(e) Lessee make a general assignment for the benefit of creditors; orφ

(f) execution or attachment be levied on all or substantially all of
Lessee's property and assets and not be discharged within 20 days.φ

LESSOR'S REMEDIES FOR LESSEE'S DEFAULTφ

Should Lessee be guilty of a material default and
breach of this lease as defined in this lease, Lessor, in
addition to any other remedies given Lessor by law or
Equity, may:φ

(a) continue this lease in effect by not terminating Lessee's
right to possession of the premises and thereby be entitled to
enforce all Lessor's right to recover the rent specified in this
lease as it becomes due under this lease;φ

(b) terminate Lessee's right to possession of the premises,
thereby terminating this lease, and recover from Lessee:φ

(1) the worth at the time of award of the Unpaid rent which had
been earned at the time of termination of the lease;φ

(2) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination of
the lease until the time of award exceeds the amount of rental
loss that Lessee proves could have been reasonably avoided;φ

(3) the worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of award
exceeds the amount of rental loss that Lessee proves could be
reasonably avoided; andφ

(4) any other amount necessary to compensate Lessor for all
detriment proximately caused by Lessee's failure to perform
Lessee's obligations under this lease; orφ

(c) in lieu of, or in addition to, bringing an action for any
or all of the recoveries described in this lease, bring an
action to recover and regain possession of the premises in the
manner provided by the laws of Ontario.φ

WAIVER OF BREACHφ

The waiver by Lessor of any breach by Lessee of any
of the provisions of this lease shall not constitute a
continuing waiver or a waiver of any subsequent breach by
Lessee either of the same or another provision of this
lease.φ

UNAVOIDABLE DELAYSφ

Should the performance of any act required by this
lease to be performed by either Lessor or Lessee be
prevented or delayed by reason of an act of God, strike,
lockout, labor troubles, inability to secure materials,
restrictive governmental laws or regulations, or any
other cause, except financial inability, not the fault of
the party required to perform the act, the time for
performance of the act will be extended for a period
equivalent to the period of delay and performance of the
act during the period of delay will be excused; provided,
however, that nothing contained in this section shall
excuse the prompt payment of rent by Lessee as required
by this lease or the performance of any act rendered
difficult solely because of the financial condition of
the party, Lessor or Lessee, required to perform the act.φ

ß(@34@ == #107#)
LEGAL FEESφ

Should any litigation or arbitration be commenced
between the parties to this lease concerning the
premises, this lease, or the rights and duties of either
in relation thereto, the party, Lessor or Lessee,
prevailing in such litigation or arbitration shall be
entitled, in addition to such other relief as may be
granted, to a reasonable sum for its Legal fees.φß

NOTICESφ

Except as otherwise expressly provided by law, any
and all notices or other communications required or
permitted by this lease or by law to be served on or
given to either party hereto by the other party hereto
shall be in writing and shall be deemed duly served and
given when personally delivered to (any member of) the
party to whom they are directed, or in lieu of such
personal service when deposited in the Canadian mail,
first-class postage prepaid, addressed to Lessee at
τW(35), τW(36), τW(37), τA(38), or to Lessor at τW(39), τW(40)
τW(41), τA(42). Either party, Lessee or Lessor, may change
his address for the purpose of this section by giving written
notice of such change to the other party in the manner provided
in this section.φ

BINDING ON HEIRS AND SUCCESSORSφ

This lease shall be binding on and shall inure to
the benefit of the heirs, executors, administrators,
successors, and assigns of the parties hereto, Lessor and
Lessee, but nothing in this section contained shall be
construed as a consent by Lessor to any assignment of
this lease or any interest therein by Lessee.φ

PARTIAL INVALIDITYφ

Should any provision of this lease be held by a
court of competent jurisdiction to be either invalid,
void, or unenforceable, the remaining provisions of this
lease shall remain in full force and effect unimpaired by
the holding.φ

SOLE AND ONLY AGREEMENTφ

This instrument constitutes the sole and only
agreement between Lessor and Lessee respecting the
premises, the leasing of the premises to Lessee, or the
lease term herein specified, and correctly sets forth the
obligations of Lessor and Lessee to each other as of its
date.  Any agreements or representations respecting the
premises or their leasing by Lessor to Lessee not
expressly set forth in this instrument are void.φ

TIME OF ESSENCEφ

Time is expressly declared to be the essence of this
lease.φφ

ß(@44@ !=#0#)
EXECUTED on ______ day of _________________, 19____, at τW(43),
in the county of τW(44), in the state or province/territory of τW(45)φφß

ß(@44@ ==#0#)
EXECUTED on ______ day of _________________, 19____, at τW(43),
in the state or province/territory of τW(45)φφß


LESSORδ
τW(1)φφ


By:_______________________δ
              τW(2)φφ


LESSEEδ
τW(3)φφ


By:________________________δ
              τW(4)φφ

τA(44)δ
τA(45)ε