Lease of office space at Suite 902, 357 Bay Street, Toronto, Ontario

Building: 357 Bay Street, Toronto, Ontario, and situate upon the lands described in Schedule 1 to this Lease.

Premises: The area outlined on Schedule 2 to this Lease, designated as suite 902, located on the 9th floor of the Building and having a Rentable Area of approximately 881 square feet.

Use: The Premises may not be used for any purpose other than as a first class business office.

Term: Five (5) years.

Commencement Date: November 1, 2012.

Basic Rent:

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

Prepaid Rent: None.

Deposit: Landlord acknowledges that Tenant has deposited $7,500.00 with Landlord, such amount to be applied to the Basic Rent and Additional Rent accruing for the first month of the Term and the remainder to be held as a security deposit as provided in this Lease.

Rent Commencement Date: November 1, 2012.

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

Lease: This is a lease as well as a business contract. It is intended that this Lease be an absolutely net and carefree lease for Landlord and that rent be received by Landlord free of any cost or obligation concerning the Premises or the Building unless specified in this Lease. Each provision of this Lease applicable to each party although not expressed as a covenant, shall be construed to be a covenant of such party for all purposes.

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

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

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

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

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

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

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

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

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

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

Tenant Fixturing: INTENTIONALLY DELETED. Refer to section 1 of Schedule 9.

Early Occupation: INTENTIONALLY DELETED. Refer to section 1 of Schedule 9.

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

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

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

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

Acceptance of Premises: Tenant accepts the Premises in "as-is" condition, subject to Landlord’s Work set out in section 3 of Schedule 9.

Payment: From and after the Rent Commencement Date, Tenant shall pay to Landlord the Basic Rent and the Additional Rent. Tenant covenants to pay rent without any deduction, abatement or set off except as specified in this section. All rent in arrears shall bear interest at the Interest Rate from the date on which the same became due until the date of payment. Except as provided in sections 11.1 or 11.2 or by reason of a decision by Landlord to terminate this Lease pursuant to Part 11, damage to or destruction of all or any portion of the Premises or the Building shall not terminate this Lease nor entitle Tenant to surrender the Premises, nor in any way affect Tenant's obligation to pay rent. Tenant agrees to deliver to Landlord at the time and for the period requested from time to time by Landlord monthly post-dated cheques in amounts conforming with the monthly Basic Rent payments, plus any Additional Rent payments estimated by Landlord in advance. Rent will be paid to Landlord at the address of Landlord set forth in section 1.1, or to such other person or at such other address as Landlord may from time to time designate in writing. Tenant's obligations to pay rent will survive the expiration or earlier termination of this Lease.

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

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

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

On or before the Commencement Date and the commencement of any Fiscal Period during the Term, Landlord shall estimate the Realty Taxes and Operating Costs and Tenant's Share thereof. Tenant shall pay to Landlord in equal monthly instalments in advance on the first day of each month a sum on account of Tenant's Share of Realty Taxes and Operating Costs based on Landlord's estimates.

Landlord may from time to time re-estimate the amount of estimated Realty Taxes and Operating Costs for the then current Fiscal Period and re-estimate Tenant's Share thereof for the remainder of the Fiscal Period and Tenant shall change its monthly instalments to conform with the revised estimates.

Within 12 months after the end of each Fiscal Period, Landlord shall determine the actual Tenant's Share of Realty Taxes and Operating Costs and the difference between such actual determination and the amount already billed to Tenant in instalments. If the aggregate of Tenant's instalments for the Fiscal Period in question was less than the actual determination, then Tenant shall pay the difference to Landlord within 10 days after demand, or if the aggregate of such instalments was more than the actual determination, Landlord shall credit the difference to Tenant's rental account.

Utilities: Except where Tenant is purchasing Utilities directly from a supplier with Landlord's consent, Tenant shall pay to Landlord the cost incurred by Landlord in providing Utilities to the Premises as reasonably determined by Landlord, commencing on the earlier of the date of possession and the Rent Commencement Date, and billed monthly, in advance. The amount of such cost shall be based on Landlord's reasonable estimates for the quantities and types of Utilities supplied multiplied by the average unit costs to Landlord for each of such types of Utilities. Tenant shall also pay to Landlord the cost of cleaning, maintaining and servicing all electric light fixtures in the Premises, including the cost of replacing light bulbs, tubes, starters and ballasts. If Landlord shall from time to time reasonably determine that the use of electricity or any other Utility or service in the Premises is disproportionate to the use of other tenants in the Building, Landlord may adjust Tenant's share of the cost thereof from a date reasonably determined by Landlord to take equitable account of the disproportionate use and may separately charge Tenant for such excess cost, plus 15% of such excess cost to cover Landlord's costs of administration. At Landlord's request, Tenant shall install and maintain at Tenant's expense metering devices for checking the use of any such Utility or service in the Premises. In all cases Tenant shall reimburse Landlord in the same manner in which Landlord is charged including any energy demand or consumption charges.

Additional Services:

General Provisions:

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

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

Allocation of Realty Taxes to Premises: There may be more than one Realty Tax for the Lands and the Building, each such Realty Tax being separately assessed, charged or imposed upon or in respect of the Lands and the Building. Subject to section 6.4 and the last paragraph of this section 6.3, each Realty Tax for the Building shall be allocated to the Premises under either section 6.3.1 or 6.3.2, as Landlord, from time to time, determines, such that:

Allocation of Realty Taxes to Common Areas: Landlord may allocate to the Common Areas a portion of any Realty Tax for the Building and such allocated portion may include, without limitation, any amount of such Realty Tax related to assessments for portions of the Common Areas identified in the assessments of rentable premises.

Contesting Taxes:

Alternate Methods of Taxation: If, during the Term, the method of taxation shall be altered so that the whole or any part of the Realty Taxes now levied on real estate and improvements are levied wholly or partially as a capital levy or on the rents received or reserved or otherwise, or if any new or other tax, assessment, levy, imposition or charge in lieu thereof, shall be imposed upon Landlord, related in any way to the Building, the Lands or the income therefrom, then all such taxes, assessments, levies, impositions and charges shall be included when determining Realty Taxes. If, during the Term, the method of taxation shall be altered, so that the whole or any part of the business taxes payable in respect of any use or occupancy of the Premises which are currently included in Realty Taxes are separately assessed, Landlord shall have the right to allocate and collect such business taxes in the manner or on the same basis as would have been employed by the Authority previously levying same.

Other Taxes: Tenant shall pay upon demand, any Rental Taxes or other similar taxes imposed by an Authority upon Landlord or Tenant.

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

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

Inspection, Entry and Notice:

Alterations or Improvements:

Removal and Restoration:

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

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

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

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

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

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

Services to Premises: Landlord will provide in the Premises:

Building Services: Landlord will provide in the Building:

Utilities:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Damage to the Building: It is understood and agreed that, notwithstanding the other provisions of this Lease, should the Building at any time be partially or wholly destroyed or damaged by any cause whatsoever, or should demolition of the Building, or any part thereof, be necessitated thereby:

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

Limitation on Landlord's Liability: Except as specifically provided in this Lease, there will be no reduction or abatement of Rent and Landlord will have no liability to Tenant by reason of any injury to or interference with Tenant's business or Tenant Property arising from fire or other casualty, howsoever caused, or from the making of any repairs resulting therefrom in or to any portion of the Building. Notwithstanding anything contained in this Lease, including sections 11.1 and 11.2, Rent payable by Tenant hereunder will not be abated, if the damage is caused by any act or omission of Tenant, its officers, directors, agents, servants, employees or any other person entering upon the Premises under express or implied invitation of Tenant.

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

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

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

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

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

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

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

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

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

Demolition: Notwithstanding anything contained in this Lease to the contrary, if Landlord intends to demolish, renovate, remodel or alter the Building to such an extent that Landlord requires possession of the Premises, then Landlord, upon giving Tenant 180 days written notice, shall have the right to terminate this Lease and this Lease shall expire on the expiration of 180 days from the date of giving of such notice without compensation of any kind to Tenant.

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

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

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

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

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

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

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

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

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

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

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

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

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

Expropriation: Landlord and Tenant shall co-operate in respect of any expropriation of all or any part of the Premises or the Lands and Building so that each party may receive the maximum award to which it is entitled in law. If the whole or any part of the Premises or of the Lands and Building are expropriated, as between the parties hereto, their respective rights and obligations under this Lease shall continue until the day on which the expropriating authority takes possession thereof. If, in the case of partial expropriation of the Premises this Lease is not frustrated by operation of governing law and such expropriation does not render the remaining part of the Premises untenantable for the purposes of this Lease, Tenant and Landlord shall restore the part not so taken in accordance with their respective repair obligations under the provisions of Part 7 of this Lease. In this section the word "expropriation" shall include a sale by Landlord to any authority with powers of expropriation, in lieu of or under threat of expropriation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Tenant's Review of Lease: Tenant acknowledges and agrees that this Lease has been negotiated and approved by each of Landlord and Tenant and, notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty will not be construed against either Landlord or Tenant by reason of the authorship of any provision contained in this Lease.

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

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

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

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

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

Locks: Landlord may from time to time install and change locking mechanisms on entrances to the Building, common areas thereof, and the Premises, and (unless 24 hour security is provided by the Building) shall provide to Tenant a reasonable number of keys and replacements therefor to meet the bona fide requirements of Tenant. In these rules "keys" include any device serving the same purpose. Tenant shall not add to or change existing locking mechanisms on any door in or to the Premises without Landlord's prior written consent. If Tenant installs lock(s) incompatible with the Building master locking system:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

insurance maintained by Landlord with respect to the ownership and operation of the Lands and the Building including without limitation the cost of insuring the Building and the Lands with such forms of coverage and in such amounts as Landlord, or its Mortgagees may, from time to time determine, including, without limitation, costs and premiums paid for insurance against any and all risks of physical loss or damage to property of Landlord on a replacement cost basis, boiler, pressure vessels, air-conditioning equipment and miscellaneous electrical apparatus insurance on a broad form blanket coverage repair and replacement basis, loss of insurable gross profits and loss of rental income attributable to all perils reasonably insured against by Landlord or commonly insured against by prudent landlords, third party liability hazards including exposure to personal injury, bodily injury and property damage on an occurrence basis including insurance for all contractual obligations and covering also actions of all authorized employees, subcontractors and agents while working on behalf of Landlord, environmental insurance and any other forms of insurance as Landlord or its Mortgagees may reasonably require from time to time for insurable risks and in amounts against which a prudent owner of a comparable office building in the municipality would protect himself and for clarity, all deductible amounts shall be considered to be a cost of insurance;

warranties and guarantees;

complete maintenance and janitorial service for the Building and Lands, including snow removal, window cleaning, garbage and waste collection and disposal, the cost of operating and maintaining any merchandise holding and receiving areas and truck docks, and the cost of interior and exterior landscaping;

elevator maintenance, lighting, public and private Utilities, together with the cost of energy management programmes and the cost of maintaining any signs considered by Landlord to be part of the Common Areas;

policing and supervision;

salaries, termination and severance costs of all personnel employed or contracted from outside contractors to carry out management, administration, supervision, maintenance and service operations, (including contributions towards usual fringe benefits, unemployment insurance, pension plan contributions and similar contributions), and to the extent such personnel are not engaged full time to perform such management, administration, supervision, maintenance and service operations, then only such portion of their salaries as is attributable to such on-site performance;

the rental of any equipment and signs, and the cost of building supplies, used by Landlord in the maintenance and operation of the Lands and the Building;

HVAC Cost;

repair, maintenance and operation of the Lands and the Building and all Utilities and the repair, replacement, maintenance and operation of the mechanical, electrical, plumbing, information technology, heating and air-conditioning equipment and systems appurtenant thereto and the cost of complying with Environmental Law with respect to the Lands and the Building;

the total cost and expense of operating, maintaining and repairing parking garages and parking areas;

all business taxes, if any, from time to time payable by Landlord, on account of its ownership or operation of the Lands and Building but excluding income tax of Landlord;

legal fees as reasonably attributable to the daily operation of the Lands and Building but excluding legal fees for lease enforcement and leasing of the Lands and Building;

all fees and expenses incurred by Landlord in connection with actions taken by Landlord to appeal Realty Tax assessments for the Lands and Building;

accounting and computing services and audit fees in connection with the calculations and tabulations of amounts referred to in this Lease;

internet services provided for the Building including websites and other information and communication services and facilities available to tenants;

security services, if any, undertaken by or on behalf of Landlord;

depreciation and amortization of capital costs as determined in accordance with generally accepted accounting principles for:

operation, maintenance and repair of the equipment and facilities referred to in subsection 17.5;

Capital Tax including Capital Tax for the Building;

General Building Expense;

all costs related to the furnishing, equipping, staffing and operation of a regional or on-site administrative office serving the Building, including the fair rental value (having regard to rentals prevailing from time to time for similar space) of space occupied by the employees or contractors of Landlord or an outside contractor for day to day management, administrative and supervisory purposes relating to the Building. In the case of a regional office, the costs will be apportioned among the buildings served by it on a pro rata basis.

a management and administration fee which shall be an amount equal to the greater of 4% of Gross Revenue from the Building and 15% of the foregoing costs, including the cost of Utilities;

The foregoing list of specific items is intended to be representative rather than exhaustive and shall not limit in any manner the scope of the introductory general language of the definition.

If Landlord decides not to charge the full amount of any one or more of the foregoing costs and expenses in the year in which it is incurred, then any such uncharged portions may be charged in any subsequent years and there shall be included, interest at the Interest Rate on the uncharged portion of such costs and expenses from time to time outstanding. Indirect and offsite costs shall be determined and allocated by Landlord to Operating Costs in accordance with the provisions of this Lease. Where any amount, cost or expense is to be determined, allocated, apportioned or attributed under any provision of this Lease, Landlord shall do so and shall act reasonably in determining and applying criteria which are relevant to doing so and Landlord may retain engineering, accounting, legal and other professional consultants to assist and advise in doing so. If the Lands and Buildings contain a combination of office, retail or residential components then Landlord shall allocate Operating Costs between the various components depending upon Landlord's determination of the amounts attributable to each component.

If the Building is not fully occupied for any period within the Term, the Operating Costs which vary with the level of occupancy of the Building (for example, the cost of janitorial services) may be adjusted by Landlord to reflect full occupancy.

Operating Costs shall not include the following, except to the extent set out above:

Fixturing Period (Early Occupancy): Tenant shall be permitted to occupy the Premises during the period (the "Fixturing Period") commencing on the later of (a) the date Landlord completes Landlord’s Work and (b) the date Tenant executes and delivers this Lease in form acceptable to Landlord and expiring on the date immediately preceding the Commencement Date, in order to complete Tenant's Work at Tenant's sole risk and expense and when complete, to commence its business operations. During the Fixturing Period all of the terms and conditions of this Lease, except for payment of Basic Rent, Realty Taxes, Operating Costs, Utilities and janitorial services shall be in full force and effect. Tenant shall reimburse Landlord for the cost of any Additional Services provided during the Fixturing Period.

If Landlord is delayed for any reason in delivering possession of the Premises, then the commencement of the Fixturing Period and the Commencement Date and the Term expiration date shall be adjusted by a time period equivalent to such delay, and Landlord shall not be liable for any loss or damage resulting from such delay. Notwithstanding anything to the contrary, at Landlord's sole option, the commencement of the Fixturing Period and the Commencement Date shall not be adjusted for any delays resulting from Tenant's failure to execute and deliver the Lease in a timely fashion.

Tenant's Work: Tenant's Work (to be performed by Tenant at its sole risk and cost) shall consist of constructing the office improvements and doing all work required to open for business, all in accordance with this Lease, Landlord's criteria and standards for the Building and in strict accordance with plans and specifications to be submitted by Tenant in a timely fashion and approved by Landlord before the commencement of any Tenant's Work. Prior to commencing any Tenant's Work, Tenant shall provide Landlord with an insurance certificate from its contractor's insurer in form acceptable to Landlord confirming builder's risk and public liability coverage in an amount not less than five million ($5,000,000) dollars per occurrence and evidence that all required building and municipal permits and authorizations, if required, have been obtained.

Landlord's Work: Provided this Lease has been executed and delivered by Tenant in form acceptable to Landlord and Tenant is not in default hereof, Landlord shall carry out, at its sole cost, the below-noted work to the Premises (the "Landlord's Work") within ten (10) business days following execution of this Lease by Landlord, subject to Unavoidable Delay and delays caused by Tenant:

Paint the Premises in a colour chosen by Tenant, including patching, repairing, and painting any holes in the walls and cracks in the drywall;

Repair the water damage around the windows and re-seal the interior of the window if required; and

Steam clean the carpet.

Tenant acknowledges that Landlord’s Work will be performed using Landlord’s standard samples. Upon completion of Landlord’s Work, Landlord shall provide, and Tenant shall accept, the Premises in "as-is" condition.

Option to Extend: So long as:

this Lease has been executed and delivered by Tenant in form acceptable to Landlord;

Tenant is not and has not been in default under this Lease;

no Transfer affecting Tenant, the Premises or this Lease has occurred;

Tenant is itself occupying the entire Premises; and

Tenant gives to Landlord written notice of its intention to extend the Term of this Lease not more than twelve (12) months nor less than nine (9) months prior to the expiry of the Term;

then Tenant shall have the right to extend the Term of this Lease for one further period of five (5) years upon the same terms and conditions as contained in this Lease except as otherwise expressly provided herein and except that there shall be no further right of extension or renewal, no rent concessions, no Landlord's Work required, no fixturing period and no tenant allowance or any other amount payable by Landlord to Tenant, and annual Basic Rent shall be equal to the fair market annual Basic Rent for the Premises as agreed upon by the parties having regard to the finished condition of the Premises at the time of extension and having regard to then applicable basic rental levels for similar premises for a similar term in the Building. The parties shall make all reasonable efforts to reach agreement as to the fair market annual Basic Rent for the extension term not less than three months prior to the commencement of the extension term, and failing such agreement, fair market annual Basic Rent for the extension term shall be fixed by three arbitrators, one to be chosen by each of Landlord and Tenant and the third to be chosen by the two arbitrators nominated by Landlord and Tenant pursuant to the provisions of the Arbitration Act of the province in which the Building is situate, and the decision of such Board of Arbitration shall be final and binding upon the parties and the cost of such arbitration shall be borne equally by the parties and, except as otherwise provided for herein, the provisions of such Arbitration Act shall apply. Pending the award of the Board of Arbitration, Basic Rent shall continue at the same rate as before and all necessary adjustments shall be made upon release of the award.

If Landlord so elects, Tenant shall execute Landlord's then current form of lease amending agreement or lease, as determined by Landlord, to give effect to such extension of the Term.

Directory Board and Identification Signage: Landlord will, at Tenant’s cost, add Tenant's name to the existing tenant directory board located on the main floor of the Building and install Landlord's standard identification signage in a location to be determined by Landlord on or adjacent to the exterior of the entrance door to the Premises.