LEASE AMENDING AGREEMENT THIS AGREEMENT dated the 4th day of September, 1996. BETWEEN:

                            LEASE AMENDING AGREEMENT


              THIS AGREEMENT dated the 4th day of September, 1996.

BETWEEN:



                                                         

             YONGE HILLCREST CORPORATION
             (hereinafter called the "Landlord")


                                                               OF THE FIRST PART

             - and -



             INTERNATIONAL CAREER SPECIALISTS LTD.
             (hereinafter called the "Tenant")

                                                              OF THE SECOND PART
             - and -


             XXXX X. XXXXX
             (hereinafter called the "Indemnifiee')


                                                               OF THE THIRD PART



WHEREAS by a lease made as of the 26th day of July, 1994 (the "Lease"), the
Landlord leased to the Tenant for a term of three (3) years, commencing on the
12th day of September, 1994 and ending on the 1 lth day of September, 1997,
certain premises comprising an area of approximately 2,037 square feet of
Rentable Area on the second floor of the building municipally known as 0000
Xxxxx Xxxxxx, Xxxxx Xxxx, and more particularly described in Schedule "A"
attached to the Lease (the "Leased Premises");

AND WHEREAS the Landlord and the Tenant have agreed that the Landlord will lease
to the Tenant and the Tenant will lease from the Landlord additional space of
approximately seven hundred and eight (708) square feet (the "Additional
Premises") from and including September 15, 1996 for the balance of the Term of
the Lease, at an annual rent of four dollars ($4.00) per square foot of 





Rentable Area of the Additional Premises upon the terms and conditions set out
in this Agreement, and which Additional Premises are known as Suite 203.


NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of Two
Dollars ($2.00) paid by each of the parties hereto to the other, the receipt and
sufficiency whereof is hereby by each acknowledged, and for other good and
valuable consideration, the Landlord and Tenant covenant and agree as follows:

1.       The foregoing recitals are true in substance and in fact and form part
         of this Agreement.

2.       The Landlord hereby leases to the Tenant and the Tenant hereby leases
         from the Landlord the Additional Premises from and including September
         15, 1996 (the "Effective Date") to and including September 11, 1997
         upon the terms and conditions set out in the Lease, as amended by this
         Agreement.

3.       The Lease shall be and the same is hereby amended to include the
         Additional Premises in any reference to Leased Premises contained in
         the Lease. The Landlord and the Tenant





         acknowledge and agree that the Leased Premises (including the
         Additional Premises) contain a Rentable Area of two thousand, seven
         hundred and forty five (2,745) square feet in the Building.

4.       The Tenant acknowledges and agrees that from and after the Effective
         Date, its Proportionate Share as defined in the Lease will be increased
         to reflect the inclusion of the Additional Premises in the meaning
         attributable to "Rentable Area of the Leased Premises" and the Tenant
         will pay annual rent on the Additional Premises as provided for in
         paragraph 5 of this Agreement, and will pay throughout the Term the
         Tenant's Proportionate Share of Taxes and Operating Costs, as set out
         in Article V of the Lease.

5.       The Lease shall be and the same is hereby amended with respect to the
         annual rent payable under the Lease to the extent that the first
         paragraph of Section 2.3 of the Lease is deleted in its entirety and,
         the following is inserted in its place:

         'Base Rent: YIELDING AND PAYING therefor yearly and every year during
         the period commencing on September 12, 1994 up to and including
         September 14, 1996, a rent of SIXTEEN THOUSAND, TWO HUNDRED AND NINETY
         SIX DOLLARS ($16,296.00) of lawful money of Canada, to be paid in equal
         consecutive monthly instalments of ONE THOUSAND, THREE HUNDRED AND
         FIFTY-EIGHT DOLLARS ($1,358.00) each on the first day of each month in
         each year (calculated at the rate of eight dollars ($8.00) per square
         foot of Rentable Area of the Leased Premises per annum).

         YIELDING AND PAYING therefor yearly and every year for the period
         commencing on September 15. 1996 up to and including September 11.
         1997, a rent of NINETEEN THOUSAND, ONE HUNDRED AND TWENTY-EIGHT DOLLARS
         ($19.128.00) of lawful money of Canada to be paid in advance in equal
         consecutive monthly instalments of ONE THOUSAND FIVE HUNDRED AND
         NINETY-FOUR DOLLARS ($1,594. 00) each on the first day of each month in
         each year (calculated at the rate of three dollars and fifty cents
         ($3.50) per square foot for 2,037 square feet of Rentable Area of the
         Leased Premises per annum and at four dollars ($4. 00) per square foot
         for 708 square feet of Rentable Area of the Leased Premises per annum).

6.       The parties hereto agree that the Tenant is accepting the Additional
         Premises "as is" but subject to the following work to be completed by
         the Landlord;

         (a)     removal of demising wall between Suites 203 and 204;
         (b)     repair of hole in wail near door;
         (c)     removal of all existing walls; and
         (d)     cleaning and repair of carpet.




         The existing counter-top, cupboards and shelf units will remain in the
         Additional Premises.

7.       The lease to the Tenant of the Additional Premises is subject to
         termination by the Landlord on sixty (60) days prior written notice
         (the "Notice"). On the date specified in the Notice, the Tenant shall
         return vacant possession of the Additional Premises to the Landlord,

8.       The Taxes, Operating Costs and Hydro for 1996 are estimated to be
         $13.83 per square foot of Rentable Area of the Leased Premises. This
         amount is subject to adjustment by the Landlord once the actual costs
         for 1996 are determined.




9.       Each of the Landlord and the Tenant covenants with the other that it
         has in itself the absolute right, full power and authority to execute
         this Agreement and amend the Lease as provided herein and that neither
         party has taken any action whereby the Lease, the Leased Premises or
         the unexpired residue of the Term is or may be charged, encumbered,
         transferred or assigned.

10.      The Lease as amended by this Agreement is hereby ratified and confirmed
         and shall remain in full force and effect.

11.      Each of the Landlord and the Tenant covenants and agrees with the other
         that it will, and at all times hereafter, at the reasonable request of
         the other, make or, procure to be made, done or executed, all such
         further assurances as may be reasonably required from time to time to
         give effect to the terms of this Agreement.

12.      This Agreement shall enure to the benefit of and be binding upon the
         Landlord and Tenant and their respective successors and assigns,

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the date and year first written above.

                         YONGE HILLCREST CORPORATION


                         Per:                                             c/s
                             -------------------------------------------
                                 Nbme:  XXXXX XXXXXX
                                 Title: VICE PRESIDENT

                         INTERNATIONAL CAREER SPECIALISTS LTD.



                         Per:                                             c/s
                             -------------------------------------------
                                 Name:  Xxxx Xxxxx
                                 Title: President           cl



 
 WITNESSF..              XXXX X. XXXXX