SIGNED, SEALED AND DELIVERED in the presence of Witness CROMBIE DEVELOPMENTS LIMITED (the "Landlord") _______________________________ _______________________________ FLAGSTONE MANAGEMENT SERVICES (HALIFAX) LIMITED (the "Tenant") ______________________________ Director

14,449 square feet located on the 7th floor of Cogswell Tower as outlined on Schedule "A-9" of the Amending/Renewal Agreement dated December 3, 2007; and 5,921 certified square feet located on the 2nd floor of Duke Tower, as outlined on Schedule "A-10", annexed hereto.

1.01

The Duke Tower Expansion Area shall be turned over to the Tenant by the Landlord on an

 

"As-is, Where-is" basis.

 

(a)

All internal partitioning, including decorating.

 

(b)

All electrical and telephone outlets, light switching and the necessary wiring from the electrical room.  Minimum light switching 1 switch for each 900 square feet.

 

(c)

All special air-conditioning, heating and ventilation requirements over and above the Building standard including all operational costs associated therewith.

 

(d)

All plumbing and mechanical changes, subject to the prior written approval of the Landlord.

 

(e)

All other special requirements, such as telephone conduit and service, additional or relocation of lighting fixtures and wiring made necessary by the Tenant's plan, all subject to final approval of the Landlord.

 

(f)

Supply and installation of electrical and water meters to computers or other specialized equipment.

1.01

In this Schedule

 

(a)

"TAX" means all taxes, rates, duties and levies payable by the Landlord in respect of the Building and the Lands described in Schedule "B" of the Lease, upon which the Demised Premises are located.

 

(b)

If "TAX" as herein defined increases by reason of any installation made in or upon, or any alterations made in or upon the Demised Premises by the Tenant, the Tenant shall pay the amount of such increase as Additional Rent.

 

(c)

The Tenant shall pay the Landlord as Additional Rent the "Tenant's Proportionate Share of  "Tax" which shall be the proportion thereof equal to the product obtained by multiplying "Tax" by a fraction the numerator of which is the floor area of the Demised Premises and the denominator of which is the aggregate of all Rentable Space in the Building of which the Demised Premises form a part.

 

(d)

The Landlord shall determine the appropriate percentage of municipal taxes and fire protection rates payable by the Landlord in respect of the Building and the Lands described in Schedule "B" of the Lease.

 

(e)

The Tenant covenants to pay to the Landlord as Additional Rent at the same times and in the same manner as the Tenant's Proportionate Share of tax, defined in paragraph 1.01 (c) of this Schedule, the Tenant's proportionate share of all business occupancy tax from time to time payable by the Landlord in respect of the Common Areas of the Building.

1.02

The Landlord reserves the right to Invoice the Tenant for their proportionate share of taxes on the same basis and manner upon which the Landlord is invoiced for such taxes as contained in this Schedule, by the Taxing Authority. The Tenant agrees to pay as Additional Rent such taxes as determined aforesaid within thirty (30) days of the Landlord rendering its account for same to the Tenant.

1.03

The Tenant for covenants to pay as and when they fall due all taxes and rates charged in connection with the occupancy of the Demised or assessed or levied in respect of any business or other activity carried on upon the Demised Premises or in respect of the Tenant's property, fixtures or equipment and to indemnify and reimburse the Landlord upon demand for any of such taxes which may be assessed to and payable by or paid by the Landlord.

 

(a)

The Tenant agrees to pay to the Landlord, as Additional Rent, a proportionate share determined in the manner prescribed In this Clause of the Operating Costs of the Building, which the Landlord deems to be applicable to the operation of the Building.

i)

premise cleaning;

ii)

Base Building HVAC; and

iii)

Electricity, which shall be separately metered, separately billed and payable by the Tenant at its sole responsibility.

 

(b)

"Operating Costs" shall, for the purpose of this Clause, include amounts paid or allocated by the Landlord or by others on behalf of the Landlord for the operation of the Building and for complete maintenance, repair and janitorial services for the Building or components therein and Land or components thereon provided that if the Building is less than one hundred percent (100%) occupied during any part of a calendar year, Operating Costs shall mean the amount obtained by adjusting the actual Operating Costs for such calendar year to a one hundred percent (100%) Building occupancy level, such adjustment to be made by adding to the actual Operating Costs during such calendar year such additional costs as would have been incurred if the Building had been one hundred (100%) percent occupied.  Without limiting the generality of the foregoing, Operating Costs shall include, without duplication; the costs of all repairs required in the maintenance of the Building, electricity not otherwise chargeable to the Tenant, air-conditioning and window cleaning, all fire, casualty, liability and other insurance, the amount paid under service contracts with Independent contractors, salaries, wages and other remuneration and the costs of benefits paid to employees of the Landlord engaged in administering, operating and maintaining the Building the fair market rental value, prevailing from time to time, of space occupied by the Landlord's agents or employees for administrative, supervisory or management purposes relating to the Building and the Land and all other expenses paid or payable by the Landlord in connection with the operation of the Building but excluding taxes and capital expenditures, excepting those amounts expended of a capital nature, which in the Landlord's opinion will reduce energy consumption or improve efficiency for the purpose of reducing Operating Costs.  Any provision for depreciation on or in respect of the Building, interest on debt or capital retirement of debt and any amounts directly chargeable by the Landlord to any tenant or tenants of the Building or the proceeds realized by the Landlord from any Insurance claims made by the Landlord in connection with repairs or rebuilding done by the Landlord, will be excluded in computing Operating Costs.

 

(c)

There shall be included in Operating Costs, management and/or administration fees equal to fifteen percent (15%) of Clause 1:00 (b) above.

 

(d)

The Tenant's Proportionate Share shall be the same proportion of the Operating Costs of the Building which the Landlord deems to be applicable to the operation of the Building as the total floor area of the Demised Premises bears to the total floor area of the Rentable Space in the Building.

 

(e)

Prior to the beginning of each calendar year or as soon thereafter as possible, the Landlord shall furnish the Tenant with a statement showing an estimate of Operating Costs.  The Tenant shall pay to the Landlord the Tenant’s Proportionate Share of the said estimated cost in equal monthly installments on the first day of each month throughout the calendar year. Regulation

 

(f)

Within a reasonable period of time following the end of each calendar year, the Landlord shall furnish the Tenant with an audited statement of the actual Operating Costs of the Building which the landlord deems to be applicable to the operation of the Building thereof and the actual amount thereof payable by the Tenant, showing in reasonable detail all information relevant and necessary to the exact calculation and determination thereof.  If such amount is greater or less than the payment on account thereof made by the Tenant, adjustments will be made between the parties hereto within thirty (30) days after delivery of such statement.