LEASE

•      agreed to contain a Rentable Area of 3,035 square feet

on the main floor of said BUILDING

•      for a TERM of six (6) years

•      from a COMMENCEMENT DATE of October 1, 2000

•      and expiring on September 30, 2006

•      for an ANNUAL RENT of

$12,898.75 (Twelve Thousand Eight Hundred Ninety Eight Dollars

Seventy Five Cents) per annum;

$13,657.50 (Thirteen Thousand Six Hundred Fifty Seven Dollars

Fifty Cents) per annum;

$15,175.00 (Fifteen Thousand One Hundred Seventy Five Dollars)

per annum;

$15,933.75 (Fifteen Thousand Nine Hundred Thirty Three Dollars

Seventy Five Cents) per annum; and

$16,692.50 (Sixteen Thousand Six Hundred Ninety Two Dollars

Fifty Cents) per annum.

Use of

Premises

Article

Heading

Article

Heading

2.01   (a)   Tenant acknowledges and agrees that the Annual Rent shall be completely ___ to Landlord, and Tenant shall, to the complete indemnification of Landlord, pay all costs and expenses relating or attributable to the Premises and the conduct of business therein, without limitation including Tenant’s Proportionate Share of Operating Costs for the Building, and Other Charges.

(b)    All amounts payable by Tenant to Landlord under this Lease (without limitation including Tenant’s Proportionate Share of Operating Costs for the Building, and Other Charges) shall constitute and be deemed to be Rent and shall be payable and recoverable as Rent, and shall be payable, then due, in legal tender of Canada, without deduction or rights of set-off, and without demand or, where to specified, upon notice or invoice, at such place as Landlord from time to time may designate, and Landlord shall have all rights against Tenant for default in any payment as in the case of arrears of Annual Rent Tenant’s obligation to pay Rent shall survive the expiration or earlier termination of this Lease, until fully discharged.

(c)    Tenant shall make payments required under this Lease within the period of time specified, or if a time period is not specified, within a reasonable period of time.

2.05   (a)   Tenant shall pay its Proportionate Share of Operating Costs for the Building as text provided.

(b)    On or about the Commencement Date, and the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona fide estimate of Tenants Proportionate Share of Operating Costs for the Building for the appropriate period and, without further notice. Tenant shall pay to Landlord equal monthly installments of such estimate of Tenant’s Proportionate Share of Operating Costs for the Building simultaneously with installments of Annual Rent during such period.

(c)    Unless delayed by causes beyond Landlord’s reasonable control.Landlord shall deliver to Tenant within 120 days after the end of each Fiscal Year a statement certified to be correct by Landlord, (the “Statement”) setting out in reasonable detail the amount of Operating Costs for the Building or such Fiscal Year and Tenant’s Proportionate Share thereof. If the aggregate of installments of Tenant’s Proportionate Share of Operating Costs for the Building actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Tenant’s Proportionate Share of Operating Costs for the Building for such Fiscal Year in accordance with the Statement. Tenant shall pay or Landlord shall credit the difference without interest within 30 days after the date of delivery of the Statement.

(d)    If Tenant disagrees with the accuracy of the Operating Costs for the Building or Tenant’s Proportionate Share thereof as set forth in the Statement, Tenant shall nevertheless make payment in accordance with the Statement, but Tenant shall, within 30 days of delivery of the Statement, advise Landlord thereof and the disagreement shall immediately be referred by Landlord for prompt decision by a public accountant, architect, insurance broker or other professional consultant who in the opinion of Landlord, acting reasonably, is best qualified to assess and determine the matter and who shall be deemed to be acting as an expert(s) and not as an arbitrator(s) and whose determination shall be final and _______ on Landlord and Tenant, unless within 21 days of the determination either party elects to submit the matter to arbitration pursuant to applicable law. The cost of the expert(s) and of any arbitration shall be borne equally by Landlord and Tenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any final decision shall be made, without interest, within 30 days thereof.

(e)    Neither party may claim a re-adjustment in respect of Operating Costs for a period of based upon any error or computation or allocation except by notice delivered to the other party within 6 months after the date of delivery of the Statement.

(f)     If the Term expires or the Lease is otherwise terminated on a date other than the last day of the Fiscal Year. Tenant’s Proportionate Share of Operating Costs for the Building shall be adjusted on a per ____ basis, based on and calculated at the time of delivery of the next Statement after such date. If the aggregate of installments of Operating Costs actually paid by Tenant to Landlord during the period up to and including the expiry or earlier termination date differs from the amount of Tenant’s Proportionate Share of Operating Costs for the Building payable for the period up to such date, Tenant shall pay of Landlord shall refund the difference without interest within 30 days after the date of delivery of the Statement.

(a)    heat, ventilation and air conditioning as required for the comfortable use and occupancy of the Premises during Normal Business Hours:

(b)    janitorial services, including window washing, but excluding dry-cleaning of _rapes and shampooing of carpets, to keep the Premises in a clean and tidy condition, provided that Tenant shall leave the Premises in a reasonably tidy condition at the end of each business day:

(c)    replacement of building standard fluorescent tubes, light bulbs, ballasts, and sta__ers as required from time to time as a result of normal usage; and

(d)    electric power for normal lighting and small business office equipment.

(a)    hot and cold or tempered running water and necessary supplies in public washrooms sufficient for the normal use thereof;

(b)    elevator or escalator service for access to and egress from the Premises;

(c)    heat, ventilation, air conditioning, lighting, electric power, and j_nitorial services in the Common Areas; and

(d)    a general directory board, under the exclusive control of Landlord, on which Tenant shall be entitled to have its name shown.

(a)    if all or part of such systems, facilities and equipment are destroyed, damaged __ impaired. Landlord shall have a reasonable time in which to complete the necessary repair or replacement and during that time shall be required only to maintain such services as are reasonably possible in the circumstances;

(b)    following initial installation and any significant alteration of partitioning or installations, proper operation of heating and air handling systems will require balancing and rebalancing;

(c)    Landlord may temporarily discontinue such services or any of them at such time as may be necessary due to causes (except lack of funds) beyond the reasonable control of Landlord_

(d)    Landlord shall use reasonable diligence in carrying out its obligations under this Article, but shall not be liable under any circumstances for any consequential damage to any person or_ _roperty for any failure to do so;

(e)    Landlord shall not be liable for damage to any person or property, fixtures, furnishings, or equipment or claims for loss of business, or other loss or damage suffered or caused by failure of the mechanical or electrical systems of the Project, or interruption in the supply of power or other services, or malfunction of the sprinkler system, or bursting or leaking of sewer pipes or of gas, steam, or water, or leakage of any type;

(f)     no reduction or discontinuance of services under this Article shall be construed as an eviction of Tenant, or a breach of the covenant of quiet enjoyment, or release Tenant from any of its obligations under this Lease;

(g)    nothing contained herein shall derogate from the provisions of Article 7; and

(h)    Landlord shall be deemed to have observed and performed the terms and conditions to be performed by Landlord under this Lease, including those relating to the provision of utilities and services, if in so doing it acts in accordance with a directive, policy or request of a governmental or q_asi-governmental authority serving the public interest in the fields of energy, environment, conservation or security.

Additional

Services

3.05

(a)    If from time to time requested in writing by Tenant and to the extent that it _s reasonably able to do so. Landlord shall provide in the Premises services in addition to those set out in this Article, except that Tenant shall be solely responsible for the cost thereof and shall within 10 days of receipt of an invoice for any such additional service pay Landlord therefor at such reasonable rates as Landlord may from time to time establish.

(b)    Tenant shall not, without Landlord’s prior written consent, install or permit __ the Premises, equipment (including telephone equipment) which generates sufficient beat to affect the temperature otherwise maintained in the Premises by the air conditioning system as normally operated. If Tenant should do so, Landlord may install supplementary air conditioning units, facilities or services in the Premises, or modify its air conditioning system, as may in Landlord’s reasonable opinion be required to maintain proper temperature levels, and Tenant shall pay Landlord for all Outlays within 10 days of receipt of an invoice therefor.

(c)    If Landlord shall from time to time reasonably determine that the use of electricity or any other utility or service in the Premises is materially disproportionate to the use of other tenants, Landlord may separately charge Tenant for the excess costs attributable to such disproportionate use and Tenant shall pay Landlord the amount thereof within 10 days of receipt of an invoice therefor Tenant may and at Landlord’s request, Tenant shall, install and maintain at Tenant’s expense, metering devices for checking the use of such utility or service in the Premises.

Alterations

by Landlord

3.06

Landlord may from time to time:

(a)    make repairs, replacements, changes or additions to the structure, systems, facilities and equipment in the Premises or the Project where necessary to serve the Premises or the Project,

(b)    make changes in or additions to any part of the Project not in or forming part of the Premises: and

(c)    change or alter the location of the Common Areas:

Access

by Landlord

Name of

Building

Condition

of Premises

(a)    repainting and redecorating the Premises and dry-cleaning drapes and shampooing of carpets at reasonable intervals as needed: and

(b)    making repairs, replacements and alterations as needed.

Failure

to Maintain

Premises

______________

4.03

(a)    Tenant may from time to time at its own expense make changes, additions and improvements in the Premises to better adapt the Premises to its business, provided that any such change, addition or improvement shall:

(i)      comply with the requirements of any governmental or quasi-governmental authority having jurisdiction;

(ii)      be made only with the prior written consent of Landlord;

(iii)     be equal or exceed the then current building standard for the Project as established by Landlord; and

(iv)     be carried out only by persons selected by Tenant and approved in writing by Landlord, who shall, if required by Landlord, deliver to Landlord before commencement of the work, an authorized building permit from the applicable municipality, performance and payment bonus, and proof of workers’ compensation and public liability and property damage insurance coverage, with Landlord named as an additional insured, with companies and in amounts and with coverages and in form reasonably satisfactory to Landlord, and which shall remain in effect during the entire period in which the work will be carried out and for a reasonable period of time thereafter.

(b)    Subject to compliance with such reasonable rules and regulations as Landlord may make from time to time. Tenant and its contractors shall have access to the Building and the Premises for purposes of undertaking the work approved pursuant to sub-section (a), provided such work shall be undertaken and completed with all reasonable diligence, and such work shall, save as Landlord acting reasonably may otherwise require or direct that same be done by Landlord’s contractors at Tenant’s expense, be done by contractors selected by Tenant, provided that there shall be no conflict caused thereby with any union __ other contract to which Landlord or its contractor(s) may be a party, and in the event that Tenant’s contractors or workmen cause such conflict Tenant shall forthwith remove them from the Project.

(c)    It is understood and agreed that Landlord shall have no responsibility or liability whatsoever with respect to any such work or attendant materials left or installed in the Project, and shall be reimbursed for any Outlays, and for any delays caused Landlord or its contractor(s) directly or indirectly as a result thereof. Tenant shall be solely responsible for the removal of any and all construction refuse or debr___ resulting from such work with such removal to occur only after Normal Business Hours.

(d)    Any increase in Taxes, fire or casualty insurance premiums for the Project attributable to such change_ addition or improvement shall be borne by Tenant. Tenant shall promptly repair at its own expense any damage to the Premises or the Project, without limitation including the property of others, resulting from such changes, additions or improvements.

____________

liens

Signs

Tenant’s Property

4.06  (a)      Tenant may install in the Premises its usual trade fixtures and personal property ____ a proper manner, provided that no such installation shall interfere with or damage the mechanical or electrical systems or the structure of the Building. If Tenant is not then in default hereunder, Tenant’s Property installed in the Premises by Tenant may be removed from the Premises

(i)     from time to time in the ordinary course of Tenant’s business or in the course of reconstruction, renovation, or alteration of the Premises by Tenant, and

(ii)    during a reasonable period prior to the expiration of the Term, provide that Tenant shall promptly repair at its own expense any damage to the Premises or the Project resulting from such installation or removal.

(b)      For purposes of this Lease the expression “Tenant’s Property” (whether owned or leased by Tenant and whether or not affixed to the Premises) shall mean personal property, trade ________ and fittings, furniture and furnishings, supplies, inventories and merchandise, and equipment an systems from time to time installed, provided and used by Tenant in the Premises for the conduct of its business.

4.07  (a)      Provided that nothing in this Section shall inhibit Tenant’s rights pursuant to Section 4.03 to make alterations or pursuant to Section 4-06 to install and replace Tenant’s Property, all Leasehold Improvements in or about the Premises shall upon the completion thereof, whether by or at the instance or cost of Landlord or Tenant, forthwith and without more be and become the absolute property of Landlord without compensation therefore, but without Landlord having or thereby accepting any responsibility in respect of the maintenance, repair, replacement or removal thereof (other than pursuant to Articles 6 and 7 hereof) which shall be Tenant’s responsibility.

(b)      For purposes of this Lease the expression “Leasehold Improvements” shall include, without limitation, all improvements, installations, alterations and additions from time to time made, erected or installed in the Building by or for or on behalf of Tenant, or any previous or other __________ of the Premises including, without limitation, all partitioning, doors and hardware, mechanical, electrical and utility installations, light fixtures, floor and window coverings, decorations, finishes and fixtures, howsoever affixed and whether movable or immovable, excepting only Tenant’s Property.

(a)    separate assessments of or in respect of the Premises;

(b)    operations at, occupancy of, or conduct of business in or from the Premises ____ with the knowledge of Tenant;

(c)    Tenant’s Property or fixtures or personal property in the Premises which do __ belong to Landlord;

(d)    the Rent paid or payable by Tenant to Landlord for the Premises or for the use and occupancy of all or any part thereof; and

(e)    any tax or duty imposed upon Landlord which is measured by or based in whole or in part directly upon the Rent payable under this Lease whether existing at the date hereof or hereafter imposed by any governmental authority including, without limitation, goods and services tax, value added tax, business transfer tax, retail sales tax, federal sales tax, excise taxes or duties or any tax similar to the foregoing.

(a)    During the Term, Landlord shall maintain (with participation by Tenant by payment of Tenant’s Proportionate Share of Operating Costs for the Building) insurance on the Project and all property and interest of Landlord in the Project, including, without limitation, Leasehold Improvements, but excluding Tenant’s Property, with coverage and in amounts and in respect of risks which are from time to time acceptable to a prudent owner of a project similar in age, use, type, and location and from time to time insurable at reasonable premiums. When obtainable without payment of additional premium (or if Tenant shall pay any such additional premium) all policies for such insurance shall waive any right of subrogation against Tenant and its officers, directors, partners and employees. Landlord shall review its insurance in consultation with an independent, professional insurance broker not less frequently than even three years, and may on the recommendation of such insurance broker effect insurance subject to reasonable deductibles to be borne by the insured in the event of a claim arising. Nothing herein shall preclude Landlord effecting so-called “all risks” property insurance, or effecting blanket insurance in respect of the Project and any other properties of which Landlord is the owner or tenant, or in which Landlord has an insurable interest. Landlord shall allocate (in circumstances where the insurer or the insurer’s agent fails to do so the cost of premiums to the Building and any other of the Project Components (and such other properties as may be appropriate), covered by the insurance policy on an equitable basis having regard, without limitation, to the various uses and values of the subject Project Components, and any other properties so included, and the recommendation of Landlord’s insurance broker.

(b)    Provided that:

(i)     if in the opinion of Landlord any Leasehold Improvements do not constitute a finishing of the Premises in a manner which would have general utility but are specially or peculiarly adapted for Tenant’s use, or if the insuring of any of the Leasehold Improvements in the Premises involves, or would in the opinion of Landlord’s insurance broker involve a premium exceeding that for the insuring of Leasehold Improvements normal in the Building, or any special stipulations or conditions of a policy of insurance are imposed or involved in the insurance thereof. Landlord may from time to time elect, by written notice to Tenant, not to insure or cause to be insured any such Leasehold Improvements, in which event Landlord shall not be required to insure such Leasehold Improvements;

(ii)    if from time to time the insuring of the Leasehold Improvements in the Premises (other than those which Landlord may have elected not to insure or cause to be insured as aforesaid) requires a premium or an allocated part of a premium, as established either by the insurer or by the estimate of Landlord’s insurance broker, which exceeds the average premium cost per unit of s_ca for insuring Leasehold Improvements normal to the Building, Landlord may from time to time change the excess premium cost to Tenant and Tenant shall make prompt payment therefor upon receipt of invoices from Landlord.

(c)    Upon the request of Tenant from time to time Landlord will furnish a statement as to the perils in respect of which and the amounts to which the Building and the Leasehold Improvements in the Premises have been insured, and Tenant shall be entitled at reasonable times upon reasonable notice to Landlord to inspect copies of the relevant portions of all policies of insurance in effect and a copy of any relevant opinions of Landlord’s insurance broker.

During the Term Tenant shall maintain at its own expense:

(a)    comprehensive general public liability insurance (including bodily injury, death and property damage) on an occurrence basis with respect to the business carried on or in or from the Premises and Tenant’s use and occupancy thereof, which insurance shall contain a cross liability clause, and include Landlord as a named insured and shall protect Landlord in respect of claims by or through Tenant as if Landlord was separately insured; and shall be for not less than $2,000,000 inclusive limits for personal injury or property damage in respect of each occurrence, or such higher limits as Landlord’s insurance broker may reasonably require from time to time;

(b)    insurance in respect of fire and other perils as are from time to time defined in the usual endorsement covering Tenant’s Property and such Leasehold Improvements (if any) as Landlord may have elected not to insure, which insurance shall include Landlord as a named insured as its interests may appear with respect to insured Leasehold Improvements and provide that any proceeds recoverable in __c event of loss to Leasehold Improvements shall be payable to Landlord (but Landlord agrees to make available such proceeds towards the repair or replacement of the insured property if this Lease is not terminated pursuant to any other provision hereof);

(c)    water damage and such other insurance of the Premises, its contents and app__tenances, and the business conducted as Tenant deems necessary without limitation in respect of damage or deprivation contemplated in Section 3.04 (e), or as would, in the opinion of Landlord acting reasonably, be carried by a prudent operator of premises similar in use, type, and location,

(a)    5 days after completion by Landlord of the repairs to the Premises (or part thereof rendered untenantable) or the end of such extended period as in the opinion of the Architect, Tenant acting delingently and expeditiously, would reasonably require to repair other improvements which tenant may have installed (to the extent same may have been damaged) or,

(b)    Tenant again uses the Premises (or part thereof rendered untenantable) in its business;

provided however that Rent payable by Tenant hereunder shall not be reduced if the damage is caused by any act or omission of Tenant, its agents, servants, employees or any other person entering upon the Premises under express or implied invitation of Tenant.

(a)    whether or not the Premises are untenantable and the extent of such untenantability; and

(b)    the time required for and the date upon which the Landlord’s work or Tenant’s work of reconstruction or repair is commenced or completed or substantially completed and the date when the Premises are rendered tenantable.

(a)    Tenant agrees that Landlord shall not be liable for any bodily injury or detail of, or loss or damage to any property belonging to, Tenant or its employees, contractors, invitees or licenses or any other person in, on or about the Project unless resulting from the actual fault, privity or negligence of Landlord, but in no event shall Landlord be liable;

(i)     for any damage caused or occasioned through smoke or water, or by steam, gas, rain or snow which may leak into, issue or flow from any part of the Project or from the pipes or plumbing works, without limitation including the sprinkler system, therein or from any other place or quarter or for any damage caused by or attributable to the condition or arrangement of any electric or other wiring or of sprinkler heads or for any damage caused by anything done or omitted by any other tenant;

(ii)    without limitation for any act or omission (including theft, malfeasance or negligence) on the part of any agent, contractor or person from time to time employed by it to perform janitor services, security services, delivery services, supervision or any other work in or about the Premises or the Project; or

(iii)  for loss or damage, however caused, to money, securities, negotiable instruments, books, files, papers or other valuables of Tenant.

(b)    Tenant shall indemnify and save harmless Landlord in respect of;

(i)     all claims for bodily injury or death, property damage or other loss or damage arising from the conduct of any work by or any act or omission of Tenant or any assignee, subtenant, agent, employee, contractor, invitee or licensee of Tenant, and in respect of all costs, expenses and liabilities incurred by Landlord in connection with or arising out of all such claims, without limitation including the expenses of any action or proceeding pertaining thereto;

(ii)    any loss, cost expense or damage suffered or incurred by Landlord arising from any breach by Tenant of any of its obligations under this Lease; and

(iii)  all costs, expenses and Outlays that may be incurred or paid by Landlord in enforcing against Tenant the covenants, agreements and representations of Tenant set out in the Lease.

(a)    Except as specifically provided in this Article, Tenant shall not assign or transfer this Lease or any interest therein, or in any way part with possession of all or any part of the Premises, or permit all or any part of the Premises to be used or occupied by any other person. Any assignment, transfer or subletting or purported assignment, transfer, or subletting except as specifically provided herein shall be null and void and of no force and effect and shall render null and void as at and from the time thereof any options or rights to renew this Lease, any options or rights to additional space and any options or right to parking space.

(b)    If and whenever Tenant shall wish or purport or propose to assign this Lease or sublet all or part of the Premises. Tenant shall furnish Landlord all such information, particulars and documents as Landlord may reasonably require.

(c)    Landlord may withhold its consent to an assignment of this Lease or a sublease of all or part of the Premises by Tenant to any tenant in a building which is owned or managed by Landlord or any affiliate of Landlord; or

to an assignee, subtenant occupier, or other person whatsoever, inconsistent, in the opinion of Landlord, with the character of the Building, the Project, or its other tenants; or if Section 9.04 has not been complied with; or to any assignee or subtenant which does not propose to occupy and use the Premises for the conduct therein of its own business.

(d)    The rights and interests of Tenant under this Lease shall not be assignable by operation of law without Landlord’s written consent, which consent may be withheld in Landlord’s discretion.

(e)    No assignment, transfer, or subletting (or use or occupation of the Premises by any other person) whether or not permitted under this Article shall in any way release or relieve Tenant of its obligations under this Lease unless such release or relief is specifically granted by Landlord to Tenant in writing.

(f)     Landlord’s consent to an assignment, transfer, or subletting (or use or occupation of the Premises by any other person) shall not be deemed to be a precedent or a consent to any subsequent assignment, transfer, subletting, use, or occupation.

(g)    Landlord’s expenses and Outlays incurred in the consideration of any assignment or subletting, or any request therefor, and any documentation attendant on any consent of Landlord, shall be borne by Tenant.

(a)    To an assignee who is a purchaser of all of the business of Tenant that is conducted in the Premises, a parent or wholly owned subsidiary company of Tenant, a company which results from the reconstruction consolidation, amalgamation or merger of Tenant, of a partnership in which Tenant (or not less than one-half of the principals thereof) has a substantial interest, if such assignee shall covenant with Landlord to observe and perform and comply with each and every covenant, term and condition in this Lease imposed on Tenant, or undertaken, made, or assumed by Tenant; or

(b)    to any other assignee if Section 9.04 has been complied with, and Landlord has not exercised its rights thereunder.

(a)    Subject to the rights of Tenant under this Lease, nothing in this Lease shall restrict the right of Landlord to sell, convey, assign or otherwise deal with all or a part of the Land, Building or the Project.

(b)    A sale, conveyance, or assignment of the Land, Building, or the Project shall, to the extent they are assumed by the transferee or assignee, operate to release Landlord of liability from and after the effective date thereof upon all of the covenants, terms, and conditions of this Lease express or implied, except as such may relate to the period prior to such effective date, and Tenant shall to the extent aforesaid, thereafter look solely to Landlord’s successor in interest in and to this Lease. This Lease shall not be affected by any such sale, conveyance, or assignment, and Tenant shall attorn to Landlord’s successor in interest thereunder.

(a)    This Lease and all the rights of Tenant hereunder are subject and subordinate to all mortgages and deeds of trust and all instruments similar or supplemental thereto creating a charge of encumbrance and now or hereafter existing on or which now or hereafter may affect the Project or the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof and to every charge or lien resulting or arising therefrom and to every advance made or to be made thereunder (collectively referred to herein as a “ Mortgage”) and Tenant, whenever requested by Landlord or any mortgagee, or any trustee under a deed of trust or mortgage or any holder of a charge of encumbrance or any purchaser their successors or assigns (collectively referred to herein as a “‘Mortgagee”), shall acknowledge the same and attorn to the Mortgagee as a tenant upon all the terms of this Lease and give further assurances as may be necessary.

(b)    Such subordination of this Lease and the obligation on the part of Tenant to acknowledge and attorn as aforesaid, shall be conditional upon the Mortgagee acknowledging by agreement or otherwise, in form binding on the Mortgagee, that so long as no default exists nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) and would entitle Landlord to terminate the Lease, or would cause, without further action of Landlord, the termination of the Lease, or would entitle Landlord to dispossess Tenant thereunder, the Lease shall not be terminated nor shall Tenant’s use, possession, or enjoyment of the Premises be interfered with, nor shall the leasehold estate granted by the Lease be affected in any manner in any foreclosure or any action or proceeding instituted under or in connection with the Mortgage, or at law, and this Lease shall remain effective as against the Mortgagee who shall be bound by the terms of this Lease.

(c)    Upon attornment, this Lease shall continue in full force and effect as a direct lease between Mortgagee and Tenant, upon all of the same covenants, terms, and conditions as set forth in this lease except that, after such attornment, the Mortgagee shall not be:

(i)       liable for any act or omission of any prior landlord; or

(ii)      subject to any offsets or defenses which Tenant might have against any prior landlord; or

(iii)     bound by any prepayment by Tenant of more than one month’s installment of Rent, or by any previous modification of this Lease, unless such prepayment or modification shall have been approved in writing by the Mortgagee, or such prepayment shall have been made pursuant to the provisions of this Lease.

(a)    that this Lease is in full force and effect, subject only to such modifications (if any) as may be set out in such statement;

(b)    whether Tenant is in possession of the Premises and paying Rent as provided in this Lease;

(c)    the dates (if any) as to which Rent is paid; and

(d)    there are not, to such party’s knowledge, any uncured defaults on the part of the other party hereunder, or specifying such defaults if any are claimed.

(a)    “Expropriated” means the taking of property for any public or quasi-public use under any statute or by any right of expropriation or condemnation or purchased under threat of such taking.

(b)    “Expropriation Date” means the date on which the pertinent authority takes possession of property which has been Expropriated.

11.04     If during the Term, part of the Building or the Project is Expropriated, then:

(a)    if in the reasonable opinion of Landlord substantial alteration or reconstruction of the Building is necessary or desirable as a result thereof, whether or not the Premises are or may be affected. Landlord shall have the right to terminate this Lease by giving the Tenant 30 days’ notice of such termination; and

(b)    if more than one-third of the area of the Premises is Expropriated Landlord and Tenant shall each have the right to terminate this Lease by giving the other 30 days’ notice thereof: and

(c)    if either party exercises its right of termination hereunder, this Lease shall terminate on the date stated in the notice, provided, however, that no termination pursuant to notice hereunder may occur later than 90 days after the Expropriation Date.

ARTICLE 12

RULES AND REGULATIONS

(b)    The delivery and shipping of merchandise, supplies, fixtures, and other materials or goods of whatsoever nature to or from the Premises and all loading, unloading and handling thereof shall in any event be done only at such times, in such areas, by such means, and through such elevators, entrances, malls and corridors, as are designated by Landlord.

(c)    Landlord accepts no liability and is hereby relieved and released by Tenant in respect of the operation of the Delivery Facilities, or the adequacy thereof, or of the acts or omissions of any person or persons engaged in the operation thereof, or in the acceptance, holding, handling, delivery or dispatch of any goods for or on behalf of Tenant, or for any claim of Tenant by reason of damage, loss, theft, or acceptance, holding, handling, delivery or dispatch, or failure of any acceptance, holding, handling or dispatch, or any error, negligence or delay therein.

(a)    submission, examination and approval of drawings, plans and specifications and standards to be observed;

(b)    supervision and co-ordination of such work with any work of Landlord and other work proceeding and avoidance of undue noise and vibration;

(c)    protection of property, preservation of warranties, compliance with pertinent by-laws and codes, and procuring of permits;

(d)    deliveries, access, hours of work, material and equipment hoisting and storage, use of power, heating, and washroom facilities, clean-up and screening; and

(e)    customary insurance and charges relating to above.

(a)    not conflict with and negate the terms of this Lease;

(b)    be reasonable and conform to good standards of property management;

(c)    have general application to the Project other than tenants whose use is different to that of Tenant;

(d)    not impose charges, fees or costs which are not customary or competitive and

(e)    be effective only upon delivery of a copy thereof to Tenant at the Premises.

(a)    part or all of the Rent hereby reserved is not paid when due, and such default continues (inclusive of and not in addition to any period or days of grace by law or custom prescribed or allowed) for 7 days after notice thereof; or

(b)    the Term, or any goods, chattels, or equipment of Tenant on the Premises are taken or exigible in execution or in attachment, or if a writ of execution is issued against any thereof; or

(c)    Tenant 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 shall be appointed for any business, property, affairs, or revenues of Tenant; or

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

(e)    Tenant shall or shall purport or attempt to assign this Lease or sublet all or part of the Premises in contravention of Article 9, or, without the prior consent of Landlord, the Premises shall be used or occupied by any persons other than Tenant or its permitted assigns or subtenants, or for any use other than that for which they are leased, or if the Premises shall be vacated or abandoned, or remain unoccupied for 15 days or more while capable of being occupied; or

(f)     Tenant fails to observe, perform and keep each and every of the covenants, terms and conditions herein contained or otherwise to be observed, performed and kept by Tenant (other than payment of Rent) and persists in such failure after 10 days’ notice by Landlord requiring that Tenant remedy, correct desist or comply (or if any such breach would reasonably require more than 10 days to rectify, unless Tenant commences rectification within the 10 days’ notice period and thereafter promptly and effectively and continuously proceeds with the rectification of the breach);

(a)    Rent up to the time of re-entry or termination, whichever shall be the later, plus accelerated Annual Rent as in Section 14.02 provided; and

(b)    as damages for the loss of income of Landlord expected to be derived from the Premises:

(i)     the amounts (if any) by which the Rent which would have been payable under this Lease exceeds the payments (if any) received by Landlord from other tenants in the Premises payable on the first day of each month during the period which would have constituted the unexpired portion of the Term had it not been terminated; or

(ii)    if elected by Landlord by notice to Tenant at or after re-entry or termination a lump sum amount equal to the Rent which would have been payable under this Lease from the date of such election during the period which would have constituted the unexpired portion of the Term had it not been terminated, reduced by the rental value of the Premises for the same period, established by reference to the terms and conditions upon which Landlord re-lets them if such re-letting is accomplished within a reasonable period after termination, and otherwise established by reference to all market and other relevant circumstances, such Rent and rental value being reduced to present worth at an assumed interest of 10% per annum on the basis of Landlord’s estimates and assumptions of fact which shall govern unless shown to be erroneous.

(a)     If Tenant remains in possession of the Premises after the expiration or earlier termination of the Lease, a tenancy from year-to-year shall not be created, and Tenant shall be deemed to be occupying the Premises on a month-to-month tenancy only, at a monthly rental equal to the Rent, which is payable or accrues hereunder on an installment or monthly or periodic basis, but nothing contained in this Article shall be construed to limit or impair any of Landlord’s rights of re-entry or eviction or constitute a waiver thereof.

(b)     Any such month-to-month tenancy may be terminated by Landlord or Tenant on the last day of any calendar month by delivery of 30 days’ advance notice, of termination to the other.

(c)     Any such month-to-month tenancy shall be subject to all other terms and conditions of this Lease except any right of extension or renewal; except any right of Tenant to require, after the expiration or earlier termination of the Lease, any reconciliation, adjustment or repayment of amounts paid or payable on an estimated or contingent basis, which amounts, or any thereof, may, at the option of Landlord, be deemed final payments or accruals in respect of the month for which they are paid or due; and except that Landlord, at its option, may resort to Section 2.01(b) as if the date of expiration or earlier termination, and the first day of every month thereafter was a date set for review.

(a)    Landlord shall be entitled to sever the Land into separate parcels, or to consolidate the Land with other parcels, and after completion of such severance or consolidation the definitions of “Land” and “Project” shall be read to correspond to such change. The separate parcels of the Land on severance may be owned by or may be treated as if they were owned by separate entities other than Landlord. Landlord may in its discretion create and grant rights and casements among separate parcels or Project Components and may register same as encumbrances.

(b)    Tenant acknowledges and agrees that if the Land is severed into two or more separate parcels or consolidated into fewer parcels, Tenant will register any caveat indicating its interest in this Lease and the Premises against only the parcel(s) of the Land which is directly affected by Tenant’s interest in this Lease and the Premises as directed by Landlord, and if the Land is severed subsequent to the registration of such caveat, Tenant shall, at Landlord’s request, cause to be registered a partial discharge of such caveat against the

parcels of Land not so directly affected by Tenant’s interest in this Lease and the Premises. If Tenant fails to cause such partial discharge to be registered within 15 days of a written request from Landlord, Landlord may take such steps as it considers necessary to cause such caveat to be partially discharged, and Tenant shall pay Landlord for all Outlays within 10 days of receipt of an invoice therefor.

(c)    (i)      Landlord may from time to time, if in the opinion of Landlord more efficient or economical operation of the Project or more equitable distribution of Operating Costs will result, establish Project Components (of which the Building shall be one) and divide, apportion, and allocate Operating Costs among such Project Components.

(ii)      In any such division, apportionment and allocation of Operating Costs, Landlord shall charge any item which relates exclusively to one of the Project Components directly to that Project Component only, and, in respect of items which do not exclusively relate to any single Project Component. Landlord shall divide, apportion and allocate same to all Project Components affected thereby, on an equitable basis having regard, without limitation, to the various uses and values or the subject Project Components, to prudent practices of property management, to the provisions of this Lease, and to generally accepted accounting and engineering principles. The aggregate so directly charged or divided, apportioned and allocated to the Building is herein called the “Operating Costs for the Building”.

(iii)    If such treatment would result in a more equitable and compatible recognition of the cost of their respective usage. Landlord may similarly, mutatis mutandis, charge, divide, apportion and allocate Operating Costs, or Operating Costs for the Building, among office, retail and other differing elements of the Building.

Tenant:

Software Integration Services Ltd.

Per

Title

Per

Witness

Title

Gratrend Holdings Ltd.

Princeton Developments Ltd.

Per

Title

Title

Per

Per

Title

Title