OFFICE LEASE BETWEEN

     Exhibit 10. (xv) Lease for premises at Xxx Xxxxxxxx Xxxxx, Xxx'x Xxxxxx,
     Xxxxxx (Xxxxxx), Xxxxxx, X0X 0X0 between Touchtunes Digital Jukebox Inc.
     and landlord of said premises.



                                 OFFICE LEASE

                                    BETWEEN

                            JESTA MANAGEMENT CORP.

                                  (Landlord)

                                     -AND-

                        TOUCHTUNES DIGITAL JUKEBOX INC.

                                   (Tenant)


                              0, Xxxxx xx Xxxxxxx
                                 Xxxx' Xxxxxx

Section 11.10  Entry not Forfeiture ....................                     20

ARTICLE XII - DAMAGE AND DESTRUCTION AND EXPROPRIATION
Section 12.01  Interpretation of Article XII  ...............                20
Section 12.02  Damage to the Premises ...................                    20
Section 12.03  Damage to or Expropriation of the Building .........          21
Section 12.04  Architect's Certificate  ..................                   21

ARTICLE XIV - ASSIGNMENT
Section 13.01  Consent Required ......................                       21
Section 13.02  Landlord's Right to Terminate  ...............                23
Section 13.03  Terms and Conditions Relating to Consents  .........          23
Section 13.04  No Advertising of the Premises ...............                24
Section 13.05  Sales and Other Dispositions by the Landlord ........         24

ARTICLE XIV - ACCESS AND ALTERATIONS
Section 14.01  Right of Entry .......................                        24

ARTICLE XV - STATUS STATEMENT AND SUBORDINATION
Section 15.01  Status Statement ......................                       25
Section 15.02  Subordination  .......................                        25

ARTICLE XVI - DEFAULT
Section 16.01  Default and Remedies ....................                     25
Section 16.02  Right to Terminate or Relet  ................                 27
Section 16.03  Expenses ..........................                           27
Section 16.04  Landlord May Cure the Tenant's Default ...........            27
Section 16.05  Application of Money ....................                     27
Section 16.06  Remedies ..........................                           28

ARTICLE XVII - MISCELLANEOUS
Section 17.01  Rules and Regulations  ...................                    28
Section 17.02  Overholding - No Tacit Renewal ...............                28
Section 17.03  Successors .........................                          28
Section 17.04  Joint Liability  ......................                       28
Section 17.05  Waiver ...........................                            28
Section 17.06  Accord and Satisfaction  ..................                   29
Section 17.07  Brokerage Commission ....................                     29
Section 17.08  Force Majeure  .......................                        29
Section 17.09  Notices  ..........................                           29
Section 17.10  Registration ........................                         29
Section 17.11  Quiet Enjoyment  ......................                       29
Section 17.12  No Partnership .......................                        30
Section 17.13  No Offer ..........................                           30
Section 17.14  Waivers by the Tenant  ...................                    30
Section 17.15  Security Deposit ......................                       30
Section 17.16  Survival of Obligations  ..................                   30
Section 17.17  Relocation of Premises ...................                    30
Section 17.18  Parking  ..........................                           31
Section 17.19  Moveable Hypothec  .....................                      31
Section 17.20  Right of Cancellation of Lease ...............                32
Section 17.20  Language ..........................                           32
Section 17.21  Freely Negotiated  .....................                      32

SCHEDULE "A"   -    LEGAL DESCRIPTION OF THE LANDS
SCHEDULE "A-1" -    CONSTRUCTION MODIFICATION PLAN
SCHEDULE "B"   -    FLOOR PLAN OF THE BUILDING
SCHEDULE "C"   -    CONSTRUCTION OF THE PREMISES
SCHEDULE "D"   -    RULES AND REGULATIONS
APPENDIX "A"   -    MINUTES OF A BOARD OF DIRECTORS
THIS LEASE

BETWEEN   JESTA MANAGEMENT CORP., a company duly incorporated under the federal
laws, having an office in the City of Verdun and represented by Xxxxxxx
Xxxxxxx, is duly authorized representative,

(the "Landlord")
OF THE FIRST PART

AND       TOUCHTUNES DIGITAL JUKEBOX INC., a company incorporated under the
laws of QUEBEC, having an office in the City of Verdun and represented by Xxxx
Xxxxxxxxxxx, its duly authorized representative,

(the "Tenant")
OF THE SECOND PART


ARTICLE I - DEFINITIONS

Section 1.01   Definitions

The following definitions apply in this Lease.

"Additional Rent": any money payable by the Tenant under this Lease (except
Gross Rent) whether or not it is designated "Additional Rent".

"Architect": an accredited architect chosen by the Landlord from time to time.

"Base Municipal Taxes": means the Municipal Taxes for the twelve (12) month
period commencing on January 1st, 1996 and ending on December 31st, 1996, which
are ONE HUNDRED THIRTEEN THOUSAND FIVE HUNDRED NINETEEN dollars and THIRTY ONE
cents ($113,519.31).

"Base Operating Expenses": means the Operating Expenses for the twelve (12)
month period commencing on January 1st, 1996 and ending on December 31st, 1996,
which are THREE HUNDRED SIXTY SEVEN THOUSAND EIGHT HUNDRED EIGHTY ONE dollars
and ($367,881.00).

"Base School Taxes": means the School Taxes for the twelve (12) month period
commencing on July 1st, 1996 and ending June 30th, 1997, which are ELEVEN
THOUSAND SEVEN HUNDRED SIXTY FIVE dollars and FORTY EIGHT cents ($11,765.48).

"Base Surtaxes": means the Surtaxes paid for the twelve (12) month period
commencing on January 1st, 1996 and ending on December 31st, 1996, which is ONE
HUNDRED THIRTEEN THOUSDAND FIVE HUNDRED TWENTY EIGHT dollars and FORTY EIGHT
cents ($113,528.48).

"Building": the Land, as same may be altered, reduced or expanded from time to
time and the buildings, improvements, equipment and facilities (including,
without limitation, the Common Elements) serving them or located on or in them
from time to time.

"Business Hours": 8:00 A.M. to 5:30 P.M. from Monday to Friday inclusively and
8:00 A.M. to 12:30 P.M. on Saturday, except when any of such days is an
holiday.

"Commencement Date": the date so defined in Section 3.04.

Common Elements:

(a)  the areas, facilities, utilities, improvements, equipment and
     installations (collectively, elements) in the Building that, from time to
     time, are not intended to be leased to tenants of the Building, or are
     designated from time to time as Common Elements by the Landlord,

(b)  the elements outside the Building that serve the Building (or any part of
     it) whether or not adjacent to or near the Building and which are
     designated from time to time by the Landlord as part of the Common
     Elements, and

(c)  the elements in or on Rentable Premises that are provided for the benefit
     of the tenants of the Building and their employees, customers and other
     invitees in common with others entitled to use them.  The Common Elements
     include, but are not limited to, the roof, exterior wall assemblies
     including weather walls, exterior and interior structural components and
     bearing walls in the buildings and improvements in the Building; loading
     and shipping docks and other installations of similar nature whether used
     by the tenants of the Building in general or only by one or some of the
     tenants of the Building; equipment, furniture, furnishings and fixtures;
     music, fire prevention, security and communication systems; columns;
     pipes; electrical, plumbing, drainage, mechanical and other installations,
     equipment or services in the Building or related to it, as well as the
     structures housing them; the heating, ventilating and air-conditioning
     system of the Building; and the Parking Facilities.


"Emphyteutic Lessors": the emphyteutic lessor(s), if any, of the Landlord from
time to time.  In sections that contain a release or other exculpatory language
in favour of the Emphyteutic Lessors includes the officers, employees (while in
the ordinary course of their employment), and agents of the Emphyteutic
Lessors.

"Event of Default": has the meaning ascribed thereto in Section 16.01.

"Gross Rent": has the meaning ascribed therefor in Section 4.02.

"Landlord": the party of the First Part and its authorized representatives.  In
sections that contain a release or other exculpatory provision in favour of the
Landlord, Landlord includes the directors, officers, employees (while in the
ordinary course of their employment), and agents of the Landlord.

"Landlord's Work": the work to be performed by the Landlord pursuant to
Schedule C.

"Land": the land described in Schedule A to this Lease, as same may be altered,
reduced or extended from time to time.

"Lease": this agreement, all Schedules hereto and the Rules and Regulations
adopted or revised from time to time under Section 17.01.

"Mortgagee": a mortgagee or hypothecary creditor of the Building or part of it
and a chargee or other secured creditor that holds any right, title or interest
in and to the Building or a part of it as security, but a creditor, chargee or
security holder of a tenant of Rentable Premises is not a Mortgagee.

"Municipal Taxes": has the meaning ascribed thereto in Section 5.01.

"Net Rentable Area": in the case of Rentable Premises consisting of part of a
floor, the floor area bounded by the outside surface of the exterior glass, the
Premises side of the corridor or any other permanent partitions and the centre
of partitions that separate the Rentable Premises from adjoining Rentable
Premises (if any) without deductions for columns or projections but after
making the same exclusions as are made in computing Rentable Area.

"Operating Expenses": has the meaning ascribed thereto in Section 6.02.

"Owners": the registered owner or owners, or the emphyteutic lessee(s), if any,
from time to time, of the Lands.  In sections that contain a release or other
exculpatory language in favor of the Owners, "Owners" includes the officers,
directors, employees (while in the ordinary course of their employment), and
agents of the Owners.

"Parking Facilities: the improvements constructed, or which may be constructed
in the Building for parking, and the areas and facilities that are appurtenant
solely to those improvements.

"Person": if the context allows, a person, firm, partnership or corporation,
group of persons, firms, partnerships or corporations, or any combination of
them.

"Premises": the Rentable Premises described in Section 3.01.

"Prime Rate of Interest": the rate of interest per annum from time to time
publicly quoted by the Canadian chartered bank designated from time to time by
the Landlord as the reference rate of interest (commonly known as its "prime
rate" used by it to determine rates of interest chargeable in Canada on
Canadian dollar demand loans to its commercial customers.

"Proportionate Share": a fraction which has as its numerator the GLA of the
Premises (3,933 square feet), and as its denominator the GLA of the building
(66,447 square feet), which is FIVE percent and NINETY TWO hundredths of one
percent (5.92%).

"Province": the province in which the Building is located.

"Released Persons": has the meaning ascribed thereto in Section 10.04.

"Rent": Gross Rent described in 4.02 and Additional Rent.

"Rentable Area":

a)   in the case of Rentable Premises occupying an entire floor, the floor area
     bounded by the outside surface of the exterior glass walls, including
     without limitation, washrooms, telephone, aisles, structures or columns,
     structural or non-structural, projections, electrical and janitorial
     closets and elevator lobbies; and


b)   in the case of Rentable Premises consisting of part of a floor, the area
     computed by multiplying the Net Rentable Area of such premises by a factor
     representing such premises' pro rata share of the common corridors and
     other non leasable areas on such floor.

In calculating Rentable Area, stairs, elevator shafts, flues, stacks, pipe
shafts and vertical ducts and their enclosing walls, any of which are used in
common, shall be excluded but no deductions or exclusions shall be made for
columns and projections forming part of the Building.  The Landlord may for the
purpose of calculating the Minimum Rent and any Proportionate Share, change the
factor referred to in subparagraph (b) from time to time to reflect the actual
ration of the aggregate floor area of the floor on which the Premises are
located (using the measurement method set out in subparagraph (a)) to the
aggregate Net Rentable of all Rentable Premises on such floor.

"Rentable Premises": those premises (including the Premises), in or on the
Building that are, or are intended, by Landlord, from time to time to be leased
to tenants, but Rentable Premises do not include the Parking Facilities and the
Storage Areas.

"Rental Year": the period of time that, in the case of the first Rental Year of
the Term, starts on the first day of the Term, and ends on the last day of the
following month of December and in the case of Rental Years after the first
Rental Year, is a period of twelve (12) consecutive calendar months, starting
the first day after the Rental Year that immediately precedes it, but (i) the
last Rental Year whether it is twelve (12) calendar months or not, terminates
on the expiration or earlier termination of this Lease, and (ii) the Landlord
may, from time to time, by written notice to the Tenant, specify a date (which
may precede the notice) on which the then current Rental Year will terminate
and the anniversary of the specified date will be the expiry date of the
subsequent Rental Years.  The Landlord will not change the Rental Year,
however, if its main purpose is to increase Rent, nor will it change a Rental
Year to shorten the Term.
"Rules and Regulations": the rules and regulations adopted, promulgated,
revised or amended by the Landlord from time to time under Section 17.01.  The
rules and regulations existing as the Commencement Date are those set out in
Schedule "D".

"Sales Taxes": has the meaning ascribed thereto in Section 2.01.

"School Taxes": has the meaning ascribed thereto in Section 5.01.

"Stipulated Rate": the rate of interest per annum that is or three percentage
points more than the Prime Rate of Interest.

"Storage Areas": those areas designated from time to time by the Landlord as
Storage Areas.

"Surtaxes": has the meaning ascribed thereto in Section 5.01.

"Surety": a Person who has executed or agreed to execute the Suretyship
Agreement or who otherwise guarantees any of the obligations of the Tenant
hereunder.

"Suretyship Agreement": the suretyship agreement attached to this Lease as
Appendix "B".

"Taxes": has the meaning ascribed thereto in Section 5.01.

"Taxpayer": the Landlord and each of the Owners, as the case may be.

"Tenant": the Party of the Second Part and any Person mentioned as Tenant in
this Lease.

"Tenant's Work": the work to be performed by the Tenant pursuant to Schedule
"C", if any.

"Term": the period described in Section 3.04.

"Total Rentable Area of the Building": the aggregate of the Rentable Areas of
each floor in the Building as if each floor is occupied by one tenant, all as
determined by the Architect.  The Total Rentable Area of the Building shall:

a)   exclude the main telephone, mechanical, electrical and other utility rooms
     and enclosures; and

b)   be adjusted by the Architect from time to time to take account of any
     structural, functional or other change affecting the same.

ARTICLE II - INTENT AND INTERPRETATION

Section 2.01   Lease

Except as stated in this Lease, the Landlord is not responsible for costs,
charges, or expenses relating to the Premises, their use and occupancy, their
contents, or the business carried on in them, and the Tenant will pay the
charges, impositions, costs and expenses relating to the Premises except as
stated in this Lease.  Any cost, expense or other disbursement not expressly
stated to be for the Landlord's account shall be deemed to be for the Tenant's
account.


Notwithstanding any other provision of this Lease, Tenant shall pay to Landlord
an amount equal to any and all goods and services taxes, sales taxes, value
added taxes, multi-stage taxes, business transfer taxes, or any other taxes
imposed with respect to Rent or any other amount payable under this Lease, or
in respect of the rental space under this Lease, whether characterized as any
such taxes or otherwise (herein collectively called "Sales Taxes").  The amount
of Sales Taxes so payable by Tenant shall be calculated by Landlord in
accordance with the applicable legislation and shall be paid to Landlord at the
same time as the amounts to which such Sales Taxes apply are payable to the
Landlord under the terms of this Lease or upon demand at such other time or
times as Landlord from time to time determines.  Notwithstanding any other
provision in this Lease, the amount payable by Tenant pursuant to this
paragraph shall be deemed not to be Rent, but Landlord shall have all the same
remedies for and rights of recovery of such amount as it has for the recovery
of Rent.

Section 2.02   Tenant, Landlord and Representatives to Act Reasonably and in
               Good Faith

The Landlord, and each Person acting for the Landlord or the Tenant, as the
case may be, in making a determination, designation, calculation, estimate,
conversion, or allocation under this Lease, will act reasonably and in good
faith and each accountant, architect, engineer or surveyor, or other
professional Person employed or retained by the Landlord or the Tenant, as the
case may be, will act in accordance with the applicable principles and
standards of the Person's profession.

Section 2.03   Entire Agreement

There are no covenants, promises, agreements, conditions, representations,
incitement, parallel, accessory or concomitant agreement or understandings,
either oral or written, between the parties concerning this Lease, the
Premises, the Building or any matter related to all or any of them, except
those that are set out in this Lease.  All representations, promises,
guarantees and incitements made by the Landlord or its agents or
representatives, if any, and upon which the Tenant relies, are contained in
this Lease and the Tenant expressly acknowledges, for now and always, that it
did not rely on any other representation, promise, guarantee or incitement
which is not contained in this Lease.  No alteration, amendment, change or
addition to this Lease (except to the Rules and Regulations which may be
modified or revised from time to time by Landlord pursuant to Section 17.01
hereof) is binding upon the Landlord or Tenant unless it is in writing and
signed by the Tenant and two authorized representatives of the Landlord.

Section 2.04   General Matters of Intent and Interpretation

a)   Each agreement under this Lease is an obligation.

b)   The captions, section numbers, article numbers and Table of Contents do
     not define, limit, construe or describe the scope or intent of the
     sections or articles.

c)   The use of the neuter singular pronoun to refer to the Landlord or the
     Tenant is a proper reference even though the Landlord or the Tenant is an
     individual, a partnership, a corporation or a group of two or more
     individuals, partnerships or corporations.  The grammatical changes needed
     to make the provisions of this Lease apply in the plural sense when there
     is more than one Landlord or Tenant and to corporations, associations,
     partnerships or individuals, males or females, are implied.

d)   If a part of this Lease or the application of it to a Person or
     circumstance, is to any extent held or rendered invalid, unenforceable or
     illegal, that part:

     i.   is independent of the remainder of the Lease and is severable from
          it, and its invalidity, unenforceability or illegality does not
          affect, impair or invalidate the remainder of this Lease; and

     ii.  continues to be applicable to and enforceable to the fullest extent
          permitted by law against any Person and circumstance except those as
          to which it has been held or rendered invalid, unenforceable or
          illegal.

          No part of this Lease, will be enforced against a Person, if, or to
          the extent that by doing so, the Person is made to breach a law,
          rule, regulation or enactment.

a)   This Lease will be construed in accordance with the laws of the Province
     and the laws of Canada applicable therein.

b)   Time is of the essence of this Lease.  In addition to any other
     circumstances where the Tenant is in default by operation of law, the
     simple occurrence of an Event of Default shall constitute the Tenant in
     default in accordance with the provisions of Articles 1594 and following
     of the Civil Code of Quebec.

ARTICLE III - GRANT AND TERM

Section 3.01   The Premises

The Landlord leases to the Tenant, and the Tenant leases from the Landlord, the
Premises in the Building for the Term.  The Premises are located at 0 Xxxxx xx
Xxxxxxxx, xxxxx 000 and suite 570, Nuns' Island, in the City of Verdun.  The
Rentable Area of the Premises is approximately three thousand nine hundred
thirty three (3,933) square feet and is subject to adjustments as stipulated in
Section 3.05.  The location of the Premises is outlined in red on Schedule "B".


The Tenant accepts the premises as is except for the work described in Annexe
'C' and Annexe 'A-1' which will be executed by the Landlord.

The Landlord and the Tenant acknowledge and convenant that there is no warranty
whatsoever by the Landlord that the Premises may be used for the purpose for
which they are leased hereunder and Landlord has no obligation whatsoever to
maintain the Premises for such purpose, the whole notwithstanding any law,
legislation or regulation to the contrary and the Tenant hereby expressly
forever waives any right it may presently enjoy or enjoy in the future with
respect to any such warranty or maintenance.  The Tenant acknowledges and
represents to the Landlord to have examined and be satisfied with the zoning
affecting the Building and Premises.

Section 3.02   Acceptance of the Premises

The Tenant acknowledges and declares that it has examined and is perfectly
aware of the state of the Premises, that same are in good repair, that it is
entirely satisfied therewith and that it rents and accepts the same in their
present state on an "as is" basis.  The Landlord shall not be required to make
any improvement, repair, installation or replacement in or to the Premises
except for those mentioned in Schedule 'C'.

Section 3.03   Use of Common Elements

The Tenant has the non-exclusive and non-transferable right to use the Common
Elements in common with others entitled to do so, for the purposes for which
they are intended and during the Business Hours subject however, to this Lease.

Section 3.04   The Term

The Tenant will have and hold the Premises for the term (the "Term") which,
unless sooner terminated, is:

a)   the period of three (3) years, commencing on the 1st day of May, 1997 (the
     "Commencement Date") and ending on the 30th day of April, 2000;

b)   N/A

Section 3.05   Calculation and Adjustment of Areas

a)   As soon as reasonably possible after completion of construction of the
     Premises, the Landlord shall measure the Net Rentable Area of the Premises
     and shall calculate the Rentable Area of the Premises and Rent shall be
     adjusted accordingly.  The effective date of any such re-adjustment shall:

     (i)  in the case of an adjustment to the Rentable Area resulting from a
          change in the aggregate Net Rentable Area of all Rentable Premises on
          the floor on which the Premises are situated, be the date on which
          such change occurred; and

     (ii) in the case of a correction to any measurement or calculation error,
          be the date as of which such error was introduced in the calculation
          of Rent.

ARTICLE IV- RENT

Section 4.01   Obligation to Pay

The Tenant agrees and undertakes to pay Gross Rent and Additional Rent.

Section 4.02   Gross Rent

a)   The Tenant will, throughout the Term, pay to the Landlord at its head
     office, or at any other place designated by the Landlord, in Canadian
     funds, without demand and without deduction, abatement, set-off or
     compensation, as Gross Rent:

     i.   the annual rate of sixteen dollars and seventy five cents ($16.75)
          per square foot of the Rentable Area of the Premises, for the term of
          the Lease being the annual sum of sixty five thousand eight hundred
          seventy seven dollars and twenty cents ($65,877.20) payable in equal
          consecutive monthly installments of five thousand four hundred eighty
          nine dollars and eighty one cents ($5,489.81) each in advance on the
          first day of each calendar month; and


a)   If the Commencement Date is not the first day of a calendar month, the
     Tenant will pay, on the Commencement Date, Gross Rent calculated on a per
     diem basis (based on three hundred and sixty-five (365) days) from the
     Commencement Date to the end of the month in which it occurs.

b)   The Tenant will deliver to the Landlord at the beginning of each Rental
     Year, a series of monthly postdated cheques for the Rental Year for the
     total of the monthly payments of Gross Rent and any Additional Rent that
     is estimated by the Landlord in advance.

Section 4.03   Additional Rent

Additional Rent,

a)   is payable in Canadian funds without deduction, abatement, set-off or
     compensation;

b)   is payable (except when this Lease states that it is payable on demand or
     otherwise) with the first monthly installment of Gross Rent after the
     Additional Rent begins to accrue; and

c)   accrues daily.  Landlord shall not be responsible for any cost or expense
     relating to the use or the occupancy of the Premises or to Tenant's
     business.

Section 4.04   Overdue Rent

If the Tenant defaults in the payment of Rent, the unpaid Rent bears interest
from the due date to the date of complete payment, whether before or after
default judgment and notwithstanding any provision of law to the contrary,
including without restriction, Article 1883 of the Civil Code of Quebec, at the
Stipulated Rate in force on the date the payment was due.  In addition to the
foregoing, the Landlord shall be entitled to any further amounts and damages
that it shall justify.

ARTICLE V - TAXES

Section 5.01   Municipal Taxes, School Taxes and Surtaxes - Definition

(a)  "Municipal Taxes" means,

     (i)  real property, taxes, rates, duties and assessments (including local
          improvement taxes) impost charges or levies, that are levied, rated,
          charged or assessed against the Building or any part of it from time
          to time (including, but not limited to, the Common Elements) by a
          taxing authority, whether federal, provincial, municipal or
          otherwise, and any taxes and other amounts that are imposed instead
          of, or in addition to, real property taxes whether similar or not,
          and whether in existence at the Commencement Date or not, and any
          real property taxes levied or assessed against the Landlord or the
          Owners on account of its or their ownership of or interest in the
          Building, plus

     (ii) the taxes, rates, duties, assessments, impost charges or levies
          (referred to collectively as "water and garbage removal taxes"), that
          are levied, rated, charged or assessed against the Building or any
          part of it or the Taxpayer from time to time, with respect to
          garbage, trash, rubbish and refuse and their removal and with respect
          to water and any taxes and other amounts that are imposed instead of,
          or in addition to water and garbage removal taxes, whether similar or
          not, and whether in existence at the Commencement Date or not, plus

    (iii) an administration fee of fifteen percent of the costs referred to
          above.

For more certainty, Municipal Taxes do not include School Taxes and Surtaxes.

(b)  "School Taxes" means,

     (i)  school taxes, taxes, rates, duties and assessments impost charges or
          levies, that are levied, rated, charged or assessed against the
          Building or any part of it from time to time (including, but not
          limited to, the Common Elements) by a school taxing authority, and
          any taxes and other amounts that are imposed instead of, or in
          addition to, school taxes whether similar or not, and whether in
          existence at the Commencement Date or not, plus

     (ii) an administration fee of fifteen percent of the costs referred to
          above.
(c)  "Surtaxes" means,

     (i)  the surtaxes imposed, charged or levied pursuant to the authority
          granted under the Act Respecting Municipal Taxation (Quebec), as
          modified, replaced or supplemented from time to time, on the
          Landlord, the Owners or the Building, on account of the latter being
          a non-residential immoveable, including, without limitation, Parking
          Facilities, the Common Elements, Storage Areas, and all Rentable
          Premises whether leased or not, occupied or vacant, and any taxes and
          other amounts that are imposed instead of, or in addition to surtaxes
          whether similar or not, and whether in existence at the Commencement
          Date or not, plus

     (ii) an administration fee of fifteen percent of the costs referred to
          above.

Section 5.02   Taxes Payable by the Landlord

The Landlord may defer payment of Taxes, or defer compliance with statutes,
laws or by-laws, regulations or ordinances in connection with the levying of
Taxes, to the extent permitted by law, if it diligently pursues or causes to be
pursued the contest or appeal of the Taxes.  The Tenant's Proportionate Share
of Taxes shall however be and remain payable regardless of any deferment of
payment or contestation or appeal of the Taxes by the Taxpayer.  The Landlord
will have no obligation to contest, object to, or to litigate the levying or
imposition of any Taxes.

Section 5.03   Taxes Payable by the Tenant

a)   Tenant shall not contest any Taxes nor any valuation pertaining thereto
     and to the extent required, hereby forever relinquishes and waives any
     right it has or may have in the present or future to contest Taxes or any
     valuation pertaining thereto.  If during any Rental year, Municipal Taxes,
     School Taxes and/or Surtaxes exceed respectively Base Municipal Taxes,
     Base School Taxes and/or Base Surtaxes, the Tenant shall pay to Landlord
     its Proportionate share of all said increases of Municipal Taxes, School
     Taxes and/or Surtaxes; each of these increases shall be subject to a
     separate and distinct calculation.  For greater certainty, Tenant is not
     entitled to any Gross Rent decrease and the Gross Rent will not in any
     manner be reduced or modified if during any Rental year, Municipal Taxes,
     School Taxes and/or Surtaxes be respectively lesser than Base Municipal
     Taxes, Base School Taxes and/or Base Surtaxes.

     Furthermore, Tenant shall pay to Landlord, as Additional Rent and over any
     other payable amount in accordance with the Lease, it Proportionate share
     of all costs and of all expenses incurred for consultation, appraisal,
     legal or other fees and expenses to the extend they are incurred in an
     attempt to minimize or reduce amounts mentioned in this Section
     (collectively "Consultation Expenses").

b)   The Tenant will pay the amounts payable under Section 5.03(a) according to
     estimates or revised estimates made by the Landlord from time to time in
     respect of each Rental Year.  The Tenant's payments will be made in
     advance in monthly amounts, determined by the Landlord, for periods
     determined by the Landlord.  Notwithstanding the foregoing, when invoices
     or assessments for all or any portion of the Municipal Taxes, School Taxes
     and/or Surtaxes so estimated are received, the Landlord may xxxx the
     Tenant for Tenant's Proportionate Share of the increase thereof and Tenant
     shall pay the Landlord the amounts so billed forthwith.

     Within a reasonable time after the expiry of each Rental Year, the
     Landlord will deliver a statement (a "Tax Statement") to the Tenant that

     (i)  specifies the Tenant's Proportionate Share of Consultation Expenses
          and of the increase of Municipal Taxes, School Taxes and/or Surtaxes
          for the Rental Year,

     (ii) sets out the total, (the "Prepayment Total"), of amounts payable
          under this Section 5.03(b) that have been paid by the Tenant for such
          Rental Year.  If the Prepayment Total, less any amounts that were
          previously credited to the Tenant, and any amounts paid for arrears
          in respect of previous Rental Years (the "Net Prepayment Total") is
          less than the Tenant's Proportionate Share of Consultation Expenses
          and of the Taxes' increase specified in the Tax Statement, the Tenant
          will pay the deficiency without delay upon receipt of the Tax
          Statement.  If the Net Prepayment Total exceeds the Tenant's
          Proportionate Share of Consultation Expenses and of the Taxes'
          increase specified in the Tax Statement, the Landlord will, at the
          Landlord's discretion, apply the excess towards other amounts due by
          the Tenant or (unless the Tenant is then in default under any term or
          condition of this Lease) refund the excess within a reasonable time
          after delivery of the Tax Statement.  Failure of the Landlord to
          render any Tax Statement shall not prejudice Landlord's right to
          render such Tax Statement thereafter or with respect to any other
          period.  The rendering of a Tax Statement shall also not affect the
          Landlord's right to subsequently render an amended or corrected Tax
          Statement.

c)   If the last Rental Year expires or is terminated before the last day of a
     calendar year, the Landlord will deliver to the Tenant a Tax Statement
     within a reasonable time after the expiry of such calendar year or, at the
     Landlord's option, within a reasonable time after the last Rental Year. 
     In the latter case, the Tenant's Proportionate Share of Consultation
     Expenses and of Taxes' increase will be based on the Landlord's estimate
     of Consultation Expenses and Taxes, which will be considered as the final
     actual amount of Consultation Expenses and Taxes for the last Rental Year. 
     In either case, the Tenant will pay to the Landlord any deficiency without
     delay upon receipt of the Tax Statement, or the Landlord will, at the
     Landlord's discretion, apply any excess towards other amounts due by the
     Tenant or pay to the Tenant any excess the Tenant is entitled to within a
     reasonable time after the Landlord delivers the Tax Statement (unless the
     Tenant is then in default under any term or condition of this Lease or it
     owes money to the Landlord in respect of its obligations under this
     Lease.)

Section 5.04   Business Taxes and Other Taxes of the Tenant

The Tenant will pay to the taxing authorities, or to the Landlord, as it
directs, before delinquency, all Business Taxes "Business Taxes" means,

a)   the taxes, rates, duties, assessments and other charges that are imposed
     against or in respect of the improvements, equipment and facilities of the
     Tenant on or in the Premises or the Building or any part of them or the
     Taxpayer on account of its ownership of or interest in either of them; and

b)   every tax and license fee that is imposed against or in respect of
     business carried on in the Premises or in respect of the use or occupancy
     of the Premises or any part of the Building by the Tenant or its
     subtenants or licensees, or against the Taxpayer on account of its
     ownership of the Premises or the Building or any part of it.

If there is not a separate xxxx issued by the relevant authority for Business
Taxes, the Tenant will pay its Proportionate Share of the Business Taxes with
respect to the entire Building after deduction of any contributions made by the
tenants or occupants of the Rentable Premises not included in the Rentable Area
of the Building.  The Landlord will remit amounts that it collects for Business
Taxes to the relevant authority.

Section 5.05   Tenant's Responsibility

The Tenant will,

a)   on the Landlord's request, promptly deliver to the Landlord,

     (i)  receipts for payment of all Business Taxes payable by the Tenant;

     (ii) notices of any assessments for Taxes or Business Taxes or other
          assessments received by the Tenant that relate to the Premises of the
          Building, and

    (iii) whatever other information relating to Taxes and Business Taxes the
          Landlord reasonably requests from time to time; and

b)   deliver to the Landlord, at least ten (10) days before the last date for
     filing appeals, notice of any appeal or contestation that the Tenant
     intends to institute with respect to Business Taxes payable by the Tenant
     and obtain the prior written consent of the Landlord for the appeal or
     contestation, which consent will not be unreasonably withheld.  If the
     Tenant obtains the Landlord's consent and does not pay the Business Taxes
     before the appeal or contestation, the Tenant will,

     i.   deliver to the Landlord whatever security for the payment of the
          Business Taxes the Landlord reasonably requires;

     ii.  promptly and diligently pursue the appeal or contestation; and

     iii. keep the Landlord informed on all aspects of it.

The Tenant will indemnify and save the Taxpayer harmless from all cost, charges
and expenses arising from Business Taxes as well as any taxes that are imposed
in place of Business Taxes or which are assessed against rentals payable under
this Lease in place of Taxes or Business Taxes, whether against the Taxpayer or
the Tenant including, but not limited to, increases in Taxes or Business Taxes
arising directly or indirectly out of an appeal or contest by the Tenant.  The
Tenant will deliver to the Landlord any security for such an increase in Taxes,
Surtaxes or Business Taxes that the Landlord reasonably requires.

Section 5.06   Per Diem Adjustment

If a Rental Year is not twelve (12) calendar months, Tenant's Proportionate
share of Consultation Expenses, of the increase of Municipal Taxes, of the
increase of School Taxes and of the increase of Surtaxes payable by the Tenant
under Section 5.03 will be adjusted on a per diem basis, based on three hundred
and sixty-five (365) days.

ARTICLE VI - BUILDING AND COMMON ELEMENTS - CONTROL AND PAYMENT

Section 6.01   Control of the Building by the Landlord

The Common Elements and those portions of the Building which are not leased to
tenants are under the exclusive control of the Landlord.

a)   Without limitation, the Landlord may, in its operation of the Building:

     i.   close parts of the Common Elements to prevent their dedication or the
          accrual of rights in them in favour of Persons or the public; grant,
          modify and terminate servitudes and other agreements pertaining to
          the use and operation of the Building or any part of it, and
          temporarily obstruct or close off or shut down parts of the Building
          for inspection, maintenance, repair, construction, or safety reasons;
     ii.  employ personnel, including supervisory personnel and managers for
          the operation, maintenance and control of the Building.  The Building
          or parts of it may be managed by any Person that the Landlord
          designates in writing from time to time;

     iii. regulate all aspects of loading and unloading, delivery and shipping
          of fixtures, equipment and merchandise, and all aspects of garbage
          collection and disposal.  The Tenant is responsible for pick-up and
          disposal of its garbage and its cost.  If the Landlord provides
          facilities or designates a commercial service for the pick-up and
          disposal of garbage instead of, or in addition to the service
          provided by the local municipality, the Tenant will use such
          facilities and commercial service at its cost; and

     iv.  impose or permit to be imposed reasonable charges upon any Person
          (including the general public) for the use of the Parking Facilities;

(b)

     i.   change the area, level, location, arrangement or use of the Building
          or any part of it;

     ii.  construct other buildings, structures, or improvements in the
          Building and make alterations to, subtractions from, or
          rearrangements of the Building, and construct additional storeys,
          buildings or facilities in, adjoining or near the Building.

     iii. construct multiple deck, elevated or underground parking facilities,
          and expand, reduce or alter them;

     iv.  diminish, expand, alter, relocate or rearrange the Common Elements
          and other parts of the Building, and

     v.   do and perform such other acts in and to the Building as, in the use
          of good business judgment, the Landlord determines to be advisable
          for the proper operation of the Building.

Despite anything else in this Lease, the Landlord has no liability for
diminution or alteration of the Common Elements that occurs as the result of
the Landlord's exercise of its rights under this Section 6.01 or elsewhere
under this Lease and the Tenant will not be entitled to compensation or a
reduction or abatement of Rent or a cancellation of the Lease and no such
diminution or alteration of the Common Elements shall be deemed to be a
constructive or actual eviction of the Tenant or a default by the Landlord of
any obligation for quiet enjoyment contained in this Lease or provided by law. 
Moreover, the Landlord shall not be in breach of its covenant for quiet
enjoyment or liable for any loss, costs or damages, whether direct or indirect,
incurred by the Tenant due or by reason, directly or indirectly of any of the
foregoing and none of the foregoing shall constitute nor shall be deemed to
constitute a change in the form or the destination of the Premises or the
Building.

Section 6.02   Tenant's Proportionate Share of the Increase of Operating
               Expenses

a)   In each Rental Year, the Tenant will pay to the Landlord its Proportionate
     Share of the increase in costs and expenses of maintaining, operating,
     repairing, replacing and administering the property including for greater
     certainty, the Common Elements (collectively "Operating Expenses") over
     the Base Operating Expenses.

b)   The Operating Expenses include, but are not limited to those listed below,
     none of which is to be a duplication of another cost or expense:

     i.   insurance (after deducting recoveries from tenants under clauses
          similar to Section 10.02) on lands, buildings, improvements,
          equipment and other property in the Building.  The Landlord's
          insurance may include (but might not be limited to),

          a)   loss of insurable gross profits attributable to the perils
               insured against by the Landlord or commonly insured against by
               landlords, including loss of rent and other amounts receivable
               from tenants in the Building, and

          b)   third party liability coverage including the exposure of
               personal injury, bodily injury, property damage occurrence,
               including all contractual obligations coverage and including
               actions of the employees, contractors, subcontractors and agents
               working on behalf of the Landlord;

     ii.  cleaning, snow removal, garbage and waste collection and disposal,
          and landscaping;

     iii. loudspeakers, public address and musical broadcasting systems,
          telephone answering services, telephone facilities and systems used
          in or serving the Common Elements;

     iv.  policing, security, supervision and traffic control;

     v.   salaries of personnel, including management and other supervisory
          personnel, employed to carry out the cleaning, maintenance and
          operation of the Building, including contributions and premiums for
          fringe benefits, unemployment insurance, and workers compensation
          insurance, pension plan contributions, and severance pay or
          indemnity;
     vi.  rental of equipment and signs, and the cost of building supplies used
          by the Landlord in the maintenance, cleaning, repair and operation of
          the Building;

     vii. auditing (including audit fees for the statements referred to in
          Section 6.03), accounting, managing, legal and other professional and
          consulting fees and disbursements;

    viii. repairs (including major and structural repairs), renovations,
          replacements to and maintenance and operation of the Building;

     ix.  depreciation or amortization of the costs, including repair,
          renovation and replacement of the maintenance, cleaning and operating
          equipment, master utility meters, the heating, ventilating and air-
          conditioning system of the Building and all other fixtures, equipment
          and facilities that are part of the Building unless they are, under
          Section 6.02(b)(viii), charged fully in the Rental Year in which they
          are incurred, all in accordance with generally accepted accounting
          principles;

     x.   all cost incurred for the heating, ventilating and air-conditioning
          of the Building (including for greater certainty the Common Elements
          and the Rentable Premises);

     xi.  interest calculated upon the undepreciated or unamortized part of the
          costs referred to in Section 6.02(b)(ix), at a rate per annum that is
          two percentage points above the average daily Prime Rate of Interest
          for the period during which the present interest is calculated;

     xii. the Business Taxes, if any, payable by the Taxpayer;

    xiii. the cost (including taxes) of all electricity, fuel, steam, water,
          power, gas, natural gas and all other utilities used in or for the
          Building; including, for greater certainty, Common Elements and
          Rentable Premises;

     xiv. other costs and expenses not otherwise expressly excluded hereunder
          attributable to the ownership, operation, maintenance, supervision
          and administration of the Building, including expenses incurred or
          contributions made by the Landlord in respect of off-site facilities
          which are utilized by or benefit the Building (such as access roads
          and rights-of-way, and landscaping associated therewith), the fair
          rental value of space occupied by any on-site management office of
          and for the Building and reasonable costs and expenses attributable
          to off-site computer, accounting and other support services presently
          located at 0 Xxxxx xx Xxxxxxxx, xxxxx 000, Xxxx' Xxxxxx, Xxxxxx to
          the extent provided for the operation, maintenance, supervision and
          administration of the Building;

     xv.  improvements, fixtures and equipment made or added for the greater
          comfort and convenience of the public or the tenants;

     xvi. any and all emphyteutic rent or other occupancy cost payable with
          respect to the Building; and

    xvii. an administration fee of fifteen percent of the costs referred to
          above but excluding those referred to in Section 6.02(b)(xi).

From the total of the costs referred to in Sections 6.02(b)(i) to (xvii)
(inclusive) there is deducted net proceeds of insurance actually recovered by
the Landlord applicable to damage, to the extent of the corresponding costs of
repairs included in the costs mentioned in Section 6.02(b).

Section 6.03   Payment of the Tenant's Proportionate Share of the Increase of
               Operating Expenses

a)   The Tenant will pay the amounts payable under Section 6.02 according to
     estimates or revised estimates made by the Landlord from time to time in
     respect of periods determined by the Landlord.  The Tenant's payments will
     be made in monthly installments in advance for the periods in respect of
     which the estimates are made.  Within a reasonable time after the end of
     each Rental Year the Landlord will deliver to the Tenant a report prepared
     by the Landlord of the amounts referred to in Section 6.02 together with a
     statement prepared by the Landlord (collectively a "Statement") of the
     Tenant's Proportionate Share of those amounts.  Such Statement shall
     contain reasonable details about the calculation of the amounts referred
     to in Section 6.02 and the Tenant's Proportionate Share thereof.  If the
     Tenant has paid more than a Statement specifies, the excess will be, at
     the discretion of the Landlord, applied towards other amounts due by the
     Tenant or credited against future installments of Tenant's Proportionate
     Share of the amounts referred to in Section 6.02 or refunded within a
     reasonable time after delivery of the Statement (unless the Tenant is then
     in default under any term or condition of this Lease).  If the Tenant has
     paid less than a Statement specifies, the Tenant will pay the deficiency
     without delay upon receipt of the Statement.  Failure of the Landlord to
     render any Statement shall not prejudice Landlord's right to render such
     Statement thereafter or with respect to any other period.  The rendering
     of a Statement shall also not affect the Landlord's right to subsequently
     render an amended or corrected Statement.  For greater certainty, Tenant
     is not entitled to any Gross Rent decrease and the Gross Rent will not in
     any manner be reduced or modified if during any Rental Year, Operating
     Expenses be lesser than Base Operating Expenses.

b)   For the last Rental Year the Landlord may elect to either

     i.   deliver to the Tenant, within a reasonable time after the last Rental
          Year, a Statement of the amounts referred to in Section 6.02 (which
          Statement, although it may involve estimates, will be considered
          final), or
     ii.  deliver a Statement to the Tenant, within a reasonable time after the
          date when the last Rental Year would have ended if the Term had not
          expired or this Lease had not terminated.

     The Tenant will pay any deficiency to the Landlord, without delay upon
     receipt of the Statement, or the Landlord will pay to the Tenant any
     excess that the Tenant is entitled to, within a reasonable time after the
     Landlord delivers the Statement, (unless the Tenant owes money to the
     Landlord in respect of its obligations under this Lease).

c)   If a Rental Year is less than twelve (12) months, the Tenant's
     Proportionate Share under Section 6.02 will be prorated on a per diem
     basis based on three hundred and sixty-five (365) days.

ARTICLE VII - UTILITIES

Section 7.01   Electricity

1)   The Tenant will, if requested by the Landlord, install at its own expense,
     at a location designated by the Landlord, a separate check meter
     indicating demand and consumption for any utility, including without
     restriction, electricity, fuel, steam, water, gas and natural gas (the
     "Utilities").  If, at any time the Premises are equipped with a separate
     meter for any Public Utility Service, either because of the Landlord
     request or otherwise, then Tenant shall take its own arrangements and pay
     directly Public Utility Service all cost relating to the consumption of
     this Public Utility Service within the Premises.  Upon Landlord's request,
     from time to time, Tenant shall remit to Landlord the proof of said
     payment.

The Landlord is not liable for interruption or cessation of, or failure in the
supply of Utilities, services or systems in, to or serving the Building or the
Premises, whether they are supplied by the Landlord or others, and whether or
not the interruption or cessation is caused by the Landlord's negligence or the
negligence of any Person for whom the Landlord is responsible at law.

b)   The Landlord shall have the exclusive right to replace bulbs, tubes and
     ballasts in the lighting system in the Premises, on either an individual
     or a group basis.  The Tenant shall pay the cost of such replacement on
     the first day of each month or at the option of the Landlord upon demand. 
     Any such payment by Tenant shall constitute final acceptance by Tenant of
     the price therefor and shall be final and binding and without return for
     any reason.

Section 7.02   Interruption of Services

The Landlord shall have the right without liability or obligation to the
Tenant, and without such action constituting an eviction of the Tenant or a
failure of the Landlord to furnish peaceful enjoyment, to discontinue or modify
any services or the supply of any Utilities required of it pursuant to this
Article 7 or elsewhere in this Lease during such times as may be necessary, or
as the Landlord may deem advisable by reason of accident or for the purpose of
effecting repairs, replacements, alterations or improvements.  Without limiting
the generality of the foregoing, but in addition thereto, the Landlord shall
not be liable for failure to supply the said services or Utilities in whole or
in part for any reason whatsoever.

ARTICLE VII - SERVICES TO BE SUPPLIED BY LANDLORD

Section 8.01   Services

Landlord covenants and agrees that, so long as Tenant shall not be in default
hereunder:

a)   Landlord will, Monday through Friday except holidays in each week, cause
     the office portion of the Premises, excluding storage areas and private
     washrooms, to be cleaned, provided the same are kept in order by Tenant. 
     Such cleaning may be done between the hours of 5:00 P.M. and 6:00 A.M. 
     Windows will be cleaned from time to time as Landlord shall determine.

b)   Landlord will provide automatic passenger elevator service in the Building
     between the hours of 7:30 A.M. and 6:30 P.M. of each business day, except
     Saturdays when the hours shall be from 8:00 A.M. to 1:00 P.M.  Landlord
     shall be under no obligation to provide operators for any such passenger
     elevators and the fact that Landlord may from time to time in its
     discretion provide operators shall in no way obligate Landlord to continue
     such provision.

     Freight service will be provided at such hours as Landlord may designate
     from time to time, and shall be subject to a charge as determined from
     time to time by Landlord.

     Tenant shall have free use of the elevators in common with others but
     Landlord shall not be liable for any damage caused to Tenant and its
     officers, agents, employees, servants, visitors, licenses or any Person
     permitted or tolerated to be in the Building by the Tenant by such others
     using the elevators in common or for any other cause or reason and Tenant
     shall indemnify and hold the Landlord harmless against any such claim.
c)   The Landlord shall provide climate control to the Premises during Business
     Hours to maintain, in the responsible opinion of the Landlord, a
     temperature adequate for normal occupancy, except during the making of
     repairs, alterations or improvements, provided that the Landlord shall
     have no liability for failure to supply climate control service when
     stopped as aforesaid or when prevented from doing so by repairs, or causes
     beyond the Landlord's reasonable control.  Any rebalancing of the climate
     control partitions, equipment or fixtures by or on behalf of the Tenant or
     by any use of the Premises not in accordance with the design standards of
     such system will be performed by the Landlord at the Tenant's expense. 
     The obligations of Landlord hereunder shall also be conditional upon the
     following:

     i.   Tenant keeping all exterior windows closed at all times and blinds
          fully drawn on all windows exposed to the sun during the cooling
          cycle;

     ii.  the average amount of electrical energy consumed by lights and
          machines in the Premises not exceeding 6 xxxxx per square foot of the
          Net Rentable Area of the Premises;

     iii. the occupancy of the Premises not exceeding one person per hundred
          square feet of the Net Rentable Area of the Premises.

     All individual controls required by Tenant shall be installed at Tenant's
     expense.

     In case Landlord deems it necessary to run portions of the system through
     the Premises in order to serve other tenants, Tenant shall permit Landlord
     and its agents and contractors to perform such work in the Premises.

d)   Nothing contained in this Lease shall be deemed to create any obligation
     of Landlord to furnish electricity, heating, air-conditioning or any other
     services to Tenant to the extent these are required by the use in the
     Premises of special equipment such as computers or other electrical or
     similar equipment.

e)   Landlord shall be privileged, without liability or obligation to Tenant,
     to discontinue or modify any services required of it under this Article
     VIII or elsewhere in this Lease during such times as may be necessary, or
     as Landlord may deem advisable by reason of accident, or for the purpose
     of effecting repairs, replacements, alterations or improvements.  Without
     limiting the foregoing but in addition thereto, Landlord shall not be
     liable to Tenant for failure for any reason to supply the said services or
     any of them, Landlord, however, undertaking to correct any such failure
     with reasonable diligence.

ARTICLE IX - USE OF THE PREMISES

Section 9.01   Use of the Premises and Trade Name

a)   The Premises shall be used and occupied for office purposes only and for
     no other purpose.

     Tenant shall not leave the Premises unoccupied or vacant (and surrender of
     the keys shall not be necessary in order that the Premises may be deemed
     unoccupied or vacant) during the Term.  Acceptance of the surrender of
     this Lease shall not be effective unless made in writing and signed by
     Landlord.

     By way of further restriction to the specific purpose herein set forth the
     Tenant shall not carry on nor shall permit or tolerate

     i.   any business on the Premises which is or is similar to the business
          carried on by a bank, or by a trust, acceptance or loan corporation,
          or by a corporation or organization engaged in the business of
          accepting money on deposit or lending money or operating a dental
          clinic; or

     ii.  any other activity restricted by the Rules and Regulations.

     The Tenant acknowledges and agrees that continuous occupancy of the
     Premises during the Business Hours is of the essence of this Lease and
     that any default of Tenant under this Section will cause grave prejudice
     to the Landlord which cannot be entirely compensated by the payment of a
     sum of money.

     The Tenant further acknowledges and covenants that, in addition to all
     other resources of Landlord under this Lease or at law, Landlord can and
     is entitled to enforce any of the provisions of this Article, including
     without restriction, all negative and all positive covenants of the Tenant
     hereunder, by way of injunctive relief and that the filing of Landlord's
     affidavit stating the existence of a default hereunder shall be sufficient
     for the obtention of the injunctive relief sought by Landlord.

b)   Without derogation to the provisions of Section 9.02(a), the Tenant will
     not use, permit to be used, or engage in any promotion or display bearing
     any trademarks or trade or business names or insignia in existence from
     time to time associated with the Building or owned or authorized for use
     by the Landlord or the Owners, without the Landlord's prior written
     consent, which consent may be unreasonably or arbitrarily withheld.
c)   The Tenant shall not disturb the normal enjoyment of the other tenants and
     shall see and ensure that its officers, invitees, licensees, employees,
     servants, clients, agents, contractors, any Person from whom the Tenant is
     responsible at law and any Person the Tenant allows or tolerates to use or
     to have access to the Building or the Premises act in such a way as not to
     disturb the normal enjoyment of the other tenants and the Tenant shall
     indemnify and save the Landlord harmless from all loss, claims, actions,
     damages, liability and expenses in connection or arising from any
     violation of the foregoing.

Section 9.02   Conduct of Operation

The Tenant will throughout the Term, conduct continuously and actively the
office operation set out in Section 9.01 in the whole of the Premises.  In the
conduct of the Tenant's business, the Tenant will:

a)   use the name and insignia that the Landlord requires in connection with
     the Building in the advertising of the Tenant's business in the Premises;
     claim no rights in those names, marks or insignia; promptly abandon or
     assign to the Landlord any such rights that it acquires by operation of
     law, and promptly execute the documents that the Landlord requests to give
     effect to this provision:

b)   not allow or cause to exist or occur in the Premises anything which may be
     or result in a nuisance or annoyance to the Landlord or any visitor or
     tenants of the Building, or which shall be in breach of any by-law or
     other legal requirement or any reasonable requirement of any insurer under
     any policy affecting the Landlord or any part of the Building;

c)   not allow or cause any machines selling merchandise or services, including
     vending machines and machines operated by coins, credit cards or
     otherwise, to be present in the Premises;

d)   not allow or cause to be present in the Premises any machines providing
     entertainment, whether by coines, credit cards or otherwise;

e)   not allow or cause any act or omission to occur which may damage the
     Building or any business conducted therein, shall keep the Premises at all
     times orderly and tidy, in a clean and sanitary condition, free from
     rubbish and dirt, shall store all trash and refuse within the Premises (in
     refrigerated storage in the case of perishable goods) or such other
     location as may be specified by the Landlord from time to time, and shall
     arrange for the removal of such trash and refuse at the regular times
     specified by the Landlord for such removal and at such other times as may
     be approved by the Landlord.  The Tenant shall not dispose of any trash or
     refuse in or about the Premises or anywhere else in the Building or allow
     or cause any sounds or odours to emanate from the Premises which are
     objectionable in the Landlord' sole opinion;

f)   from time to time or upon request of Landlord make such renovations and
     replacements to the improvements, fixtures, furnishings, chattels and
     decorations in and of the Premises as may be necessary in order that same
     will be of first class quality and the Premises shall always be suitable
     for the proper operation of the office business required to be carried on
     therein, and in so doing shall obtain the consent of the Landlord wherever
     required under the Lease;

g)   upon written notice by Landlord immediately cease and refrain from doing
     any advertisement or other publicity which in the absolute discretion of
     Landlord tends to lower the character, standing or reputation of the
     Building or may, in the absolute discretion of Landlord, negatively affect
     the reputation of the Landlord, Building or any tenants thereof or which,
     in the absolute discretion of Landlord, create confusion in the public or
     induce the public in error;

h)   not do, or permit anything to be done on or about the Premises or the
     Building which may injure or obstruct the rights of Landlord, or of other
     tenants or occupants of the Building, or of owners or occupants of
     adjacent on contiguous property, or do anything on or about the Premises
     or the Building or bring or keep anything therein which will in any way
     conflict with the regulations of the Fire, Police, or Health departments
     or with the rules, regulations, by-laws or ordinances of any governmental
     authority having jurisdiction over the Premises and/or the Building, all
     of which Tenant undertakes to abide by and conform to;

i)   install and maintain at its cost such fire protection equipment including,
     without limitation, emergency lighting as is deemed reasonably necessary
     or desirable by Landlord or any governmental or insurance body, and if so
     required by Landlord or any such body Tenant shall appoint a warden to
     coordinate with the fire protection facilities and personnel of Landlord;

j)   conduct no activity or exhibition having the effect in the absolute
     discretion of Landlord or unduly congesting a corridor, or any other
     activity considered offensive of improper by Landlord, shall be permitted
     or tolerated by Tenant in or about the Premises or the Building, and no
     sign, advertisement, notice, awning or electrical display shall be placed
     on any part of the outside or inside of the Premises and/or the Building,
     or in any area near the same, except with the written consent of Landlord.

Landlord shall have the right in its absolute discretion to enter into the
Premises and the Building and to remove and/or eliminate anything not in
conformity herewith.

Section 9.03   Compliance with and Observance of Law

a)   The Tenant will comply with the statutes, regulations, ordinances or other
     governmental requirements relating to its ability to enter into and comply
     with this Lease.
b)   The Tenant will comply at all times with all laws, by-laws, regulations
     and ordinances of all applicable governmental or quasi-governmental
     authorities which pertain to the Premises, the Tenant's use of the
     Premises, the conduct of business in the Premises, or the doing of work on
     or in the Premises.  The Tenant is not required, however, to remedy work
     done by the Landlord in contravention of or without the permits required
     by law.

Section 9.04   Energy Conservation

The Tenant will comply with reasonable requests of the Landlord for
conservation of energy, and will pay its Proportionate Share of the costs of
acquiring and installing energy conservation equipment and systems for the
Building.

Section 9.05   Environmental Assessment of Premises

For the purposes of this Section:

"Environmental Assessment": means any evaluation, examination, assessment,
study or test performed by the Landlord or conducted at the Landlord's request
in connection with the environmental conditions of the Premises.

"Environmental Liability": means any and all claims, actions, demands, damages,
liabilities, fines, costs and expenses arising out of or in connection with any
and all non-compliance by the Tenant, insofar as environmental provisions are
concerned, with any federal, provincial or municipal statute, law, by-law,
regulation, order, rule, directive, decision or the like adopted or rendered by
any governmental, quasi-governmental, administrative, judicial or regulatory
authority.

"Hazardous Substances": means any contaminant, pollutant, dangerous or
hazardous or toxic substance, liquid or solid or industrial waste as defined in
or pursuant to any federal, provincial or municipal, statute, law, by-law,
regulation, order, rule directive, decision or the like adopted or rendered by
any governmental, quasi-governmental, administrative, judicial or regulatory
authority.

a)   The Tenant shall, at any time during the Term and any extension or renewal
     thereof and upon prior verbal or written notice, provide the Landlord or
     any employee, servant or agent of the Landlord with access to the Premises
     for the purpose of conducting an Environmental Assessment of the Premises.

b)   In the event that:

     i.   the Environmental Assessment referred to in Section 9.05(a) hereof
          indicates a previous and/or on-going or potential release, use, leak,
          deposit, addition, emission, discharge, generating, refining,
          treating, transportation, transfer, storage, handling, disposal,
          production or processing of Hazardous Substances on the Premises, not
          in strict compliance with all federal, provincial or municipal
          statute, law, by-law, regulation, order, rule, directive, decision or
          the like adopted or rendered by any governmental, quasi-governmental,
          administrative, judicial or regulatory authority; or

     ii.  the Tenant received notice, written or otherwise, from any federal,
          provincial or municipal statute, law, by-law, regulation, order,
          rule, directive, decision or the like adopted or rendered by any
          governmental, quasi-governmental, administrative, judicial or
          regulatory authority, has been, may have been, is about to be
          committed or is continuing on the Premises.

The Tenant shall immediately, upon receiving the Landlord's notice pursuant to
Section 9.05(b)(i) hereof or any notice referred to in Section 9.05(b)(ii)
hereof,

     iii. take and carry out with all due diligence all the necessary measures,
          in strict compliance with all applicable laws, to prevent any
          potential or stop any on-going release, use, leak, deposit, addition,
          emission, discharge, generating, refining, treating, transportation,
          transfer, storage, handling, disposal, production or processing of
          Hazardous Substances on the Premises, and

     iv.  take and carry out with al due diligence all remediation measures to
          remedy any previous, potential or on-going release, use, leak,
          deposit, addition, emission, discharge, generating, refining,
          treating, transportation, transfer, storage, handling, disposal,
          production or processing of in strict compliance with all federal,
          provincial or municipal statute, law, by-law, regulation, order,
          rule, directive, decision or the like adopted or rendered by any
          governmental, quasi-governmental, administrative, judicial or
          regulatory authority.

c)   Upon the expiry of the Term or any sooner termination of the Lease, the
     Tenant shall, at its own cost and expense and in strict compliance with
     all applicable laws, immediately take and carry out with all due diligence
     any and all measures to fully and completely remove from the Premises any
     and all Hazardous Substance as well as any container, tank or the like or
     any other material or object having been used or having served in
     connection with the Hazardous Substances.
d)   If the Tenant fails to immediately take and carry out with all due
     diligence all the necessary measures and/or remediation measures referred
     to in Sections 9.05(b) and/or 9.05(c) hereof, the Landlord may, without
     prejudice to any other rights, remedies or recourses it may have, take
     such measures referred to in Section 9.05(b) and (c) hereof and charge the
     cost thereof to the Lessee plus a fifteen percent charge of the total
     costs for the Landlord's administrative charge.  Nothing in this Lease
     shall be construed so as to obligate or require the Landlord to take any
     measures for which the Tenant is responsible hereunder.  The Landlord may
     supervise any measures taken by the Tenant in or to the Premises and the
     Tenant shall pay to the Landlord, upon demand, all reasonable costs
     incurred by the Landlord with respect to such supervision.

e)   The Tenant shall, from and after the Commencement Date, assume any and all
     Environmental Liability relating to the Premises, including, but not
     limited to, any liability for the clean-up of any Hazardous Substances on
     or flowing or otherwise escaping from the Premises.

f)   The Tenant shall indemnify and save the Taxpayer harmless from all losses,
     claims, actions, demands, liabilities, fines, costs and expenses arising
     out of or in connection with any and all Environmental Liability relating
     to the Premises from and after the Commencement Date.  The obligations
     referred to in this Section 9.05 shall survive the expiration or sooner
     termination of this Lease.

ARTICLE X - INSURANCE AND INDEMNITY

Section 10.01  Tenant's Insurance

a)   The Tenant will maintain the insurance described below throughout the Term
     and any period when it is in possession of the Premises, and each policy
     of that insurance will name, as insureds, the Tenant, the Landlord (both
     in its capacity as Landlord and hypothecary creditor), the Owners and the
     Mortgagee as their respective interests may appear.  The insurance which
     the Tenant is required to maintain is as follows:

     i.   all risks (including flood) property insurance in an amount of at
          least ninety percent (80%) of the full replacement cost, insuring

          1)   all property owned by the Tenant, or for which the Tenant is
               legally liable, or installed by or on behalf of the Tenant, and
               located within the Building including, but not limited to,
               fittings, installations, alterations, additions, partitions, and
               all other leasehold improvements, and

          2)   the Tenant's inventory, machinery, furniture, trade fixtures and
               moveable equipment;

     ii.  public liability and property damage insurance including personal
          injury liability, contractual liability, non-owned automotive
          liability, employers liability, and owners' and contractors'
          protective insurance coverage, with respect to the Premises and the
          Tenant's use of the Common Elements, with coverage including the
          activities and operations conducted by the Tenant and any other
          Person on the Premises and by the Tenant and any other Person
          performing work on behalf of the Tenant and those for whom the Tenant
          is in law responsible, in any other part of the Building.  These
          policies will

          1)   be written on a comprehensive basis with inclusive limits of at
               least Two Million Dollars ($2,000,000) per occurrence for bodily
               injury for any one or more Persons, or property damage, (but the
               Landlord, acting reasonably, or the Mortgagee, may require
               higher limits from time to time), and

          2)   contain a severability of interests clause and cross liability
               clauses; and

     iii. any other form of insurance and with whatever higher limits the
          Tenant, the Landlord, acting reasonably, or the Mortgagee requires
          from time to time, in form, in amounts and for risks against which a
          prudent tenant would insure.

     iv.  Tenant's legal liability for full replacement cost of the Premises.

b)   The policies specified under Sections 10.01(a)(i), 10.01(a)(ii) and
     10.01(a)(iii) will contain the Mortgagee's standard mortgage clause and
     may have reasonable deductibles of up to three percent (3%) of the amount
     insured.  If there is a dispute as to the amount of the full replacement
     cost, the Landlord will determine it.

c)   The policies specified under Sections 10.01(a)(i), 10.01(a)(ii) and
     10.01(a)(iii) will contain a waiver of any subrogation rights which the
     Tenant's insurers may have against all and any of the Landlord, the
     Owners, the Emphyteutic Lessors and the Mortgagee and those for whom all
     and any of them are or is in law responsible, whether the damage is caused
     by their act, omission or negligence.

d)   All policies will

     i.   be taken out with insurers acceptable to the Landlord;

     ii.  be in a form satisfactory to the Landlord;

     iii. be non-contributing with, and will apply only as primary and not
          excess to any other insurance available to all and any of the
          Landlord, the Owners and the Mortgagee;
     iv.  not be invalidated as respects the interests of all and any of the
          Landlord, the Owners, the Emphyteutic Lessors (if any), and the
          Mortgagee by reason of any breach or violation of warranties,
          representations, declarations or conditions contained in the
          policies; and

     v.   contain an undertaking by the insurers to notify the Landlord, the
          Owners and the Mortgagee in writing not less than thirty (30) days
          before any material change, cancellation, or termination.

e)   The Tenant will deliver certificates of insurance in the form satisfactory
     to the Landlord, duly executed by the Tenant's insurers forty-eight (48)
     hours before entering the premises evidencing that the required insurance
     is in force, or, if required by the Landlord or the Mortgagee, the Tenant
     will deliver certified copies of each insurance policy as soon as possible
     after the placing of the insurance.  No review or approval of any
     insurance certificate or insurance policy by the Landlord derogates from
     or diminishes the Landlord's rights under this Lease.

Section 10.02  Increase in Insurance Premiums

The Tenant will comply promptly with the loss prevention recommendations of the
Landlord's insurer, pertaining to the Premises or the Building.  If the
occupancy of the Premises, the conduct of the business in the Premises, or
anything done or omitted by the Tenant results in an increase in premiums for
the insurance carried by the Landlord with respect to the Building, the Tenant
will pay the increase to the Landlord immediately on demand.  In determining
whether the Tenant is responsible for increased premiums and the amount for
which the Tenant is responsible, a written document to that effect prepared by
the Landlord's insurers shall be conclusive evidence.

Section 10.03  Cancellation of Insurance

The Tenant will not do or permit anything to be done that results in the
cancellation or threatened cancellation or the reduction of coverage under, or
threatened reduction of coverage, under any insurance policy on the Building or
any part of it.

Section 10.04  Loss or Damage

Except for gross negligence or wilful misconduct of a Released Person (as
hereinafter defined), none of the Landlord, the Owners, the Emphyteutic Lessors
or the Mortgagee (collectively and individually "Released Persons") is liable
for damage to property of the Tenant or of others located on the Premises or
elsewhere, nor will they be responsible for disturbance of enjoyment of the
Premises or for loss of damage to, or loss of use of property of the Tenant or
others from any cause, whether or not it results from the negligence or
misconduct of a Released Person, its employees, servants, agents, contractors,
any Person for whom a Released Person is responsible in law or any Person,
another tenant or a Released Person allows or tolerates to use or to have
access to the Building or Premises.  Without limiting the general intent of the
previous sentence, except for gross negligence or wilful misconduct of a
Released Person, no Released Person is liable for damage to property resulting
from fire, explosion, falling plaster, steam, gas, electricity, water, rain,
flood, snow or leaks from any part of the Premises or the Building or from
pipes, appliances, plumbing works, roof or subsurface of any floor or ceiling,
or from the street or any other place, or by dampness or by any other cause and
no Released Person is liable for damage or inconvenience caused by other
tenants or Persons allowed or tolerated by a Released Person or another tenant
to use or to have access to the Building or Persons in the Building or by
occupants of property adjacent to the Building, or the public, or caused by
construction or by any private,public, or quasi-public work, or by an
interruption, lessening or failure to supply any Utilities, or on account of
the making of grosses reparations, alterations, repairs, improvements or
structural changes to the Building, or any thing or service therein or thereon
or contiguous thereto.  All property of the Tenant or any other Person kept or
stored in the Premises shall be so kept or stored at the risk and peril of the
Tenant only and the Tenant releases the Released Persons and agrees to
indemnify the Released Persons and save them harmless from any claims arising
out of any damage to the same, including, without limitation, any subrogation
claims by insurers.

Except for gross negligence or wilful misconduct of the Landlord, the Landlord
shall not be liable for any damage suffered by the Tenant should any delay in
the completion of the Premises or the Landlord's Work in any way delay or
inconvenience the occupation or operation thereof or the enjoyment of the
Building or accessories or services.

Except for gross negligence or wilful misconduct of the Landlord, the Landlord
shall not be responsible for any damages caused to the Tenant by reason of
failure to any equipment or facilities serving the Building or delays in the
performance of any work for which the Landlord is responsible under this Lease.

Section 10.05  Landlord's Insurance

The Landlord may maintain, throughout the Term, in those reasonable amounts,
and with those reasonable deductions that a prudent owner of a building similar
to the Building would maintain, having regard to size, age and location,

a)   all risks insurance on the Building (excluding the foundations and
     excavations) and the machinery, boilers and equipment contained in it and
     owned by the Landlord, or the Owners;

b)   public liability and property damage insurance with respect to the
     Landlord's operations in the Building; and

c)   whatever other forms of insurance the Landlord, the Owners or the
     Mortgagee reasonably consider advisable.
This section does not relieve the Tenant from liability arising from or
contributed to by its negligence or its misconduct; no insurable interest is
conferred on the Tenant under any policies of insurance carried by the
Landlord; and the Tenant has no right to receive proceeds of any of those
policies.

Section 10.06  Indemnification of the Released Persons

Despite anything else in this Lease, the Tenant will indemnify the Released
Persons and save them harmless from all loss (including loss of Rent payable by
the Tenant under this Lease), claims, actions, damages, liability and expenses
in connection with loss of life, personal injury, damage to property or any
other loss or injury arising from this Lease, or any occurrence in, on, or at
the Premises, or the occupancy or use by the Tenant of the Premises, or any
part of them, or occasioned wholly or in part by an act or omission of the
Tenant, its officers, invitees, licensees, employees, servants, clients,
agents, contractors or any Person for whom the Tenant is responsible in law or
any Person allowed or tolerated to use or to have access to the Premises or the
Building by the Tenant.  However, the Tenant is not required to indemnify the
Released Persons or save them harmless from loss, claims, actions, damages,
liability or expenses when they arise directly from the negligence of the
Released Persons.

ARTICLE XI - MAINTENANCE, REPAIRS AND ALTERATIONS

Section 11.01  Maintenance and Repairs by the Tenant

Subject to Article XII, the Tenant will keep the Premises and all improvements
in on or serving them (including, without restriction, all Premises Work and
Tenant's Work) in first class condition.  Notwithstanding Article 1864 of the
Civil Code of Quebec or similar legislation, the Tenant shall at all times
during the Term or any extension or renewal thereof at its own cost and expense
maintain, repair and replace the Premises (including, without restriction, all
Premises Work and Tenant's Work) and shall keep the same and every part
thereof, in good order and condition to a standard consistent with a first
class office building, with the exception only of those repairs which are the
obligations of the Landlord under this Lease.  At the expiry or termination of
this Lease, the Tenant will,

a)   leave the Premises in the same condition as it was required to keep them
     in during the Term.

b)   deliver all keys for the Premises to the Landlord at the place then fixed
     for the payment of Rent,

c)   give to the Landlord the combinations of any locks, safes, and vaults in
     the Premises, and (d) comply with Section 11.07(b).

If the tenant fails to carry out any maintenance, repairs, replacement or work
required to be carried out by it under this Lease to the reasonable
satisfaction of the Landlord, the Landlord may at its option carry out such
maintenance, replacement or repairs without any liability for any resulting
damage to the Tenant's property or business.  The cost of such work, plus a sum
equal to fifteen percent of such cost representing the Landlord's
administrative charge, shall be paid by the Tenant to the Landlord on demand.

If Tenant demands from Landlord to maintain, repair and replace work required
to be carried out under this Lease and under the Tenant responsibility, the
Landlord may at its option carry out such maintenance, replacement or repairs
without any liability for any resulting damage to the Tenant's property or
business, the cost of such work plus an administrative charge of fifteen
percent of such cost shall be paid by the Tenant to the Landlord on demand.

The Tenant shall without delay notify the Landlord in writing of any damage to,
defect in or malfunction of any water pipe, heating, air conditioning or
ventilating system, or electrical wiring, or other system located in or serving
the Premises, whether or not the maintenance and repair thereof is the
responsibility of the Landlord.

Section 11.02  Approval of the Premises Work

a)   The Tenant will not make repairs, alterations, replacements, decorations
     or improvements (individually and collectively, "Premises Work") to the
     Premises without the Landlord's prior written approval, which approval
     will not be unreasonably withheld, if,

     i.   the Premises Work will equal or exceed the then current standard for
          the Building;

     ii.  adequate plans and specifications are produced;

     iii. the Tenant obtains the consents, permits and other governmental
          approvals that are required; and

     iv.  the Tenant provides to the Landlord reasonable assurances that it
          will comply with Section 11.02(b).

b)   The Premises Work will be performed,

     i.   by competent workmen whose labour union affiliations are compatible
          with others employed by the Landlord and its contractors,

     ii.  in a good and workmanlike manner,

     iii. in accordance with the plans and specifications approved by the
          Landlord, and

     iv.  in accordance with the Landlord's reasonable requirements.
c)   The Landlord may require that any maintenance to the Premises, Premises
     Work, or improvements installed to benefit the Premises, be performed by
     the Landlord at the Tenant's cost if they affect,

     i.   the structure of the Premises,

     ii.  the Common Elements, or

     iii. any part of the Building outside the Premises.  As the work
          progresses, the Tenant will pay from time to time to the Landlord, on
          demand, the Landlord's cost including architectural and engineering
          consultants fees plus an administration fee of fifteen percent of the
          total costs.

d)   The Tenant must immediately obtain at the end of the Premises Work, one or
     more certificates from the Commission de la Sante et de la Securite du
     Travail certifying that the Persons who completed the Premises Work, as
     the case may be, have complied with all the requirements provided for by
     the Loi des Accidents du Travail and by the Loi sur la Sante et la
     Securite du Travail and that such Persons are duly registered members and
     that they are in good standing at the date of the certificate(s).  The
     Tenant will remit to the Landlord the certificate(s) upon receipt thereof.

e)   In the performance of and contracting for any Premises Work, the Landlord
     and the Tenant acknowledge and agree that the Tenant is not and shall be
     deemed not to be an agent or mandatory of Landlord.

Section 11.03  Maintenance and Repairs by the Landlord

Subject to Article XII, the Landlord will maintain and repair the Common
Elements as would a prudent owner of a similar building, having regard to size,
age and location but the cost will be included under Section 6.02.  The
obligations of the Landlord under this Section 11.03 are subject to the
following exceptions:

a)   any occurrence which is not covered by insurance maintained by the
     Landlord or the cost of repair or restoration which exceed the proceeds of
     such insurance actually received by the Landlord;

b)   damage or destruction or expropriation as set out in Article XII, in the
     circumstances where the Lease will terminate; and

c)   damage or injury caused by or resulting from any negligence, fault,
     omission, want of skill, act or misconduct of the Tenant, its officers,
     agents, clients, servants, employees, contractors, invitees, licensees or
     any Person for whom the Tenant is responsible in law or any Person allowed
     or tolerated by the Tenant to use or to have access to the Building or the
     Premises.

Section 11.04  Repairs Where the Tenant is at Fault

If the Building or any part of it requires repair, replacement or alteration,

a)   because of the negligence, fault, omission, lack of skill, act or
     misconduct of the Tenant or its officers, agents, servants, employees,
     contractors, clients, invitees or licensees or any Person for whom the
     Tenant is responsible at law or any Person allowed or tolerated by the
     Tenant to use or have access to the Building or the Premises.

b)   due to the requirements of governmental authorities relating to the
     Tenant's conduct of business, or

c)   as a result of the Tenant stopping up or damaging the heating apparatus,
     water pipes, drainage pipes or other equipment or facilities or parts of
     the Building,

The cost of the repairs, replacements or alterations plus a sum equal to
fifteen percent of the cost for the Landlord's administrative charge will be
paid by the Tenant to the Landlord on demand.

Section 11.05  Tenant Not to Overload

The Tenant will not install equipment that overloads the capacity of a utility,
electrical, or mechanical facility in the Premises and will not,

a)   bring into the Premises any utility, electrical, or mechanical facility or
     service of which the Landlord does not approve, or

b)   bring upon the Premises, anything that might damage them or overload the
     floors.  If damage is caused to the Premises or to the Building by the
     act, neglect, fault, lack of skill, or misuse of the Tenant or its
     officers, agents, servants, employees, contractors, clients, invitees,
     licensees or Persons for whom the Tenant is responsible in law or any
     Person allowed or tolerated by the Tenant to use or to have access to the
     Building or the Premises or generally any Person having business with the
     Tenant, the Tenant will repair the damage, or at the Landlord's option,
     pay to the Landlord on demand the cost of repairing the damage plus a sum
     equal to fifteen percent of the costs for the Landlord's administrative
     charge.

Perimeter walls, division walls and all partition walls shall not be utilized
in any way as a bearing for the storage of goods or merchandise.  If said walls
are so used, the Tenant will be held fully responsible for any damages which
may result from such use.
Section 11.06  Installation of Trade Fixtures

a)   The Tenant will install only first-class trade fixtures owned by it of a
     type usual for its business and in good and sufficient manner, but not so
     as to damage or impair the structure or the heating, ventilating, air-
     conditioning, plumbing, electrical or mechanical systems or any other
     basic systems of the Premises or the Building, nor so as to impair their
     good working order.

b)   (Moved to Section 17.19(e).

c)   In no event will such Guarantee, which the Tenant may wish to give, affect
     property which is or may become the Landlord's pursuant to the terms of
     this Lease.

d)   N/A

e)   N/A

f)   The Tenant agrees to furnish the Premises with, and to maintain therein at
     all times during the Term and any renewal or extension thereof, a
     sufficient quantity of inventory, equipment, furniture, trade fixtures and
     other effects owned by the Tenant free and clear of any Guarantee, the
     value of which charged by the Landlord's moveable hypothec under Section
     17.20 hereof will in no event be less than the amount stated in said
     Section 17.20

g)   (Moved to Section 17.19(f)).

Section 11.07  Removal and Restoration by the Tenant

All Premises Work (including Tenant's Work) done by the Tenant, or by the
Landlord or others for the Tenant (but not the Tenant's trade fixtures) is the
property of the Landlord on affixation or installation, without compensation to
the Tenant.  The Tenant will not remove any Premises Work (including any
Tenant's Work) or trade fixtures from the Premises at any time except that:

a)   the Tenant may during the Term in the ordinary course of its business and
     on obtaining the prior written consent of the Landlord, remove its trade
     fixtures if they have become excess for the Tenant's purpose, or the
     Tenant substitutes new and similar trade fixtures; and

b)   the Tenant shall, at the expiry or earlier termination of the Term, at its
     sole cost, removed its trade fixtures in the Premises.  The Tenant shall
     forthwith at its own expense repair any damage caused or occasioned to the
     Premises or Building by such removal.  If Tenant fails to remove its trade
     fixtures on the expiry or earlier termination of the Term, they will, at
     the Landlord's option, become the property of the Landlord without
     compensation and may be removed from the Premises and sold or disposed of
     by the Landlord in such manner as it deems advisable without any liability
     whatsoever vis a vis the Tenant; and

c)   the Tenant shall, at the expiration or earlier termination of the Term, at
     its sole cost, either remove such of the Premises Work as the Landlord
     shall require to be removed, and restore the Premises to Landlord then
     current base building standard to the extent required by the Landlord, or
     at the Landlord's option, pay to the Landlord the estimated cost of such
     removal and restoration as determined by the Landlord, acting reasonably. 
     In the event the Landlord elects that the Tenant shall perform the
     required work, then

     i.   the Tenant shall submit detailed demolition drawings to the Landlord
          for its prior approval, and such work shall be completed under the
          supervision of the Landlord,

     ii.  the Tenant shall, at its expense, repair any damage caused to the
          Premises or Building by such removal, and

     iii. if the Tenant fails to complete work by the expiry or earlier
          termination of the Term the Tenant shall pay compensation to the
          Landlord for each day following the expiry or earlier termination of
          the Term until the completion of such work, at a rate equal to the
          double of the per diem Rent payable during the month preceding the
          expiry or earlier termination of the Term, which sum is agreed by the
          parties to be the minimum amount of damages suffered by the Landlord
          for the loss of use of the Premises and to without prejudice of the
          Landlord proving a greater amount of damages and availing itself of
          any other recourse or remedy under this Lease, at law or in equity,
          including injunctive relief.

Nothing herein contained authorizes the Tenant to complete the aforesaid work
after the expiry or earlier termination of the Term.  The Premises Work
required by the Landlord to be removed hereunder, shall upon their removal by
the Tenant pursuant to the provisions of this subsection be deemed to be the
Tenant's property without compensation to the Landlord.
Section 11.08  Tenant to Discharge all Hypothecs

The Tenant will promptly pay all charges incurred by it or on its behalf for
any work, materials or services supplied or done in respect of the Premises so
as to ensure that no hypothec or other encumbrance affects or is registered
against Tenant's assets or against the Building or any part of it or against
the Landlord's or the Owners' interest in the Building, or against the Tenant's
interest in the Lease or Premises.  If the Tenant defaults under this section
the Landlord may discharge and radiate the hypothec or other encumbrance by
paying the amount claimed to be due into court or directly to the creditor
having registered a hypothec and the total amount so paid, as well as the costs
and expenses (including legal fees on a solicitor and client basis) incurred as
the result of the registration of the hypothec or other encumbrance, including
the radiation and discharge of the hypothec or other encumbrance, will be paid
by the Tenant to the Landlord on demand.

Section 11.09  Right to Enter and Inspect

The Landlord or any employee, servant or agent of the Landlord shall be
entitled at any time and from time to time to enter and examine the state of
maintenance, repair, decoration and order of the Premises, and all equipment
and fixtures therein or thereon, and otherwise ascertain whether the Tenant is
performing its obligations hereunder; and the Landlord may give notice to the
Tenant requiring that the Tenant perform such maintenance or effect such
repairs or replacements as the Landlord may find necessary from such
examination; the failure of the Landlord to give such notice shall not,
however, relieve the Tenant from its obligations to maintain, repair, decorate
and keep the Premises and appurtenances in good order as required by this
Lease.  Nothing in these Lease shall be construed to obligate or require the
Landlord to make any repairs to the Premises but the Landlord shall have the
right at any time to make emergency repairs without notice to the Tenant and
charge the costs thereof to the Tenant plus an administration fee equal to
fifteen percent thereof.  Should the Tenant fail to fulfil its obligations
under the present Section, the Landlord may, without prejudice to any of its
other rights and recourses, after having given the Tenant tan (10) days'
written notice of any deficiency, itself, correct such deficiency at the
expense of the Tenant, in which event, the Tenant shall be obliged to reimburse
the sum so expended to the Landlord plus an administration fee equal to fifteen
percent thereof, and the aggregate thereof shall be deemed to be payable by the
Tenant to the Landlord on the date of disbursement of the sum so expended by
the Landlord.

Section 11.10  Entry not Forfeiture

No entry into the Premises or anything done therein by the Landlord pursuant to
a right granted by this Lease shall constitute a breach of any covenant for
quiet enjoyment, or (except where expressed by the Landlord in writing) shall
constitute a repossession or forfeiture, or an actual or constructive eviction. 
The Tenant shall have no claim for damages or loss suffered as a result of any
such entry or thing, except in the case of gross negligence or wilful
misconduct by the Landlord in the course of such entry.  Moreover, the Landlord
shall in no event be responsible for the acts of negligence of any Persons
providing cleaning services in the Building.

ARTICLE XII - DAMAGE AND DESTRUCTION AND EXPROPRIATION

Section 12.01  Interpretation of Article XII

In this Article:

a)   "Damage" means damage (including but not limited to, smoke and water
     damage and damage that amounts to destruction that

     i.   for the purpose of Section 12.02 results from a peril against which
          the Landlord is insured, and

     ii.  for the purpose of Section 12.03 results from any cause, and
          "Damaged" has a corresponding meaning;

b)   "Expropriated" means expropriated by a governmental authority, or
     transferred, conveyed, or dedicated in contemplation of a threatened
     expropriation, and "Expropriation" has a corresponding meaning:

c)   "Landlord's Work" and "Tenant's Work" means the work described as
     Landlord's Work and Tenant's Work respectively, in Schedule "C"; and

d)   "Usable" means usable by the Tenant for the purpose contemplated by this
     Lease.

Section 12.02  Damage to the Premises

Subject to Section 12.03, if the Premises are Damaged the Landlord will repair
or reconstruct the Premises promptly, to the extent of the Landlord's Work (if
any).  If part or all of the Premises is not Usable because of the Damage,
Gross Rent (but not Additional Rent) will xxxxx in the proportion that the Net
Rentable Area of the part of the Premises that is not Usable is to the Net
Rentable Area of the whole of the Premises, from the date of the Damage until
substantial completion of the Landlord's Work.







 

When the Landlord notifies the Tenant that it has completed enough of the
Landlord's Work to enable the Tenant to start the Tenant's Work, the Tenant
will complete the Tenant's Work and reopen the whole of the Premises for
operation as soon as possible but in any case within thirty (30) days after the
landlord's notice.  No capital allowance, inducement to lease, or other payment
(if any) that was made to the Tenant at the time of, or in connection with the
original construction of the Premises will be payable by the Landlord to the
Tenant.  Notwithstanding the foregoing, the Tenant will not be entitled to any
abatement of Gross Rent if the Damage resulted or was occasioned by any act,
fault, misconduct, negligence, omission or lack of skill of the Tenant, its
officers, servants, employees, contractors, invitees, agents, clients or
licensees, or by any Person for whom the Tenant is responsible at law or by any
Person allowed or tolerated by the Tenant to use or to have access to the
Building or the Premises.

Section 12.03  Damage to or Expropriation of the Building

a)   Despite anything else in this Lease, if:

     i.   more than thirty-five percent (35%) of the Total Rentable Area of the
          Building is Damaged or Expropriated, whether or not the Premises are
          Damaged or Expropriated; or

     ii.  more than thirty-five percent (35%) of the floor area of the Common
          Elements (excluding the Parking Facilities) or more than twenty
          percent (20%) of the Parking Facilities is Damaged or Expropriated,
          whether or not the Premises are Damaged or Expropriated,

the Landlord may, by written notice to the Tenant within ninety (90) days after
the Damage or Expropriation, terminate this Lease, effective thirty (30) days
after the notice, and all Rent will xxxxx as of the effective date of the
termination.  The Tenant will have no claim, action, right of action or any
other demand against the Landlord as a result of or arising from any such early
termination of this Lease.

b)   If the Building is Damaged or Expropriated to the extent described in
     Section 12.03(a) and the Landlord does not terminate this Lease, the
     Landlord will promptly rebuild or repair the Building to the extent of its
     obligations under its leases for Rentable Premises but the Landlord may
     use plans and specifications and working drawings that are different in
     content from those used in the original construction of the Building or
     any part of it and the rebuilt or repaired Building may be different in
     configuration, size or design from the Building before the Damage or
     Expropriation.

c)   The Landlord and the Tenant will co-operate with each other if there is an
     Expropriation of all or part of the Premises or the Building, so that each
     may receive the maximum award that it is entitled to at law.  To the
     extent, however, that a part of the Building, other than the Premises, is
     Expropriated, the full proceeds that are paid or awarded as a result, will
     belong solely to the Landlord, and the Tenant hereby irrevocably assigns
     to the Landlord any rights that it may have or acquire in respect of the
     proceeds or awards and will execute the documents that the Landlord
     reasonably requires in order to give effect to this assignment.  Whether
     the Lease is terminated or not, the Tenant will have no claim, action,
     right of action or any other demand against the Landlord as a result or
     arising from the Expropriation of all or any part of the Building.

Section 12.04  Architect's Certificate

A certificate issued by the Architect will bind the parties concerning any of
the matters that need to be determined under this Article.

ARTICLE XIII - ASSIGNMENT

Section 13.01  Consent Required

a)   In this Article "transfer" means,

     i.   an assignment, sale, conveyance, sublease, disposition or licensing
          of this Lease or the Premises, or any part of them, or any interest
          in this Lease (whether or not by operation of law) or in a
          partnership that is a Tenant under this Lease,

     ii.  a hypothec, charge or debenture (floating or otherwise) or other
          encumbrance of this Lease or the Premises or any part of them or of
          any interest in this Lease or of a partnership or partnership
          interest where the partnership is a Tenant under this Lease,

     iii. a parting with or sharing of possession of all or part of the
          Premises, and

     iv.  a transfer or issue by sale, assignment, bequest, inheritance,
          operation of law or other disposition, or by subscription of all or
          part of the corporate shares of the Tenant or an "affiliate" (as that
          term is defined on the date of this Lease under the Canada Business
          Corporations Act) of the Tenant which results in a change in the
          effective voting control of the Tenant.

"Transferor" and "Trensferee" have meanings corresponding to the definition of
"Transfer" set out above, (it being understood that for a Transfer described in
Section 13.01(a)(iv) the Transferor is the Person that has effective voting
control before the Transfer and the Transferee is the Person that has effective
voting control after the Transfer).
b)   The Tenant will not effect or permit a Transfer without the prior written
     consent of the Landlord which consent will not be unreasonably withheld
     but shall be subject to the Landlord's right under Section 13.02. except
     that despite any other statute or law:

     i.   without limiting the grounds upon which a Transfer may be refused,
          the Landlord may refuse its consent for any of the following reasons
          and each of the following constitutes and is deemed to constitute a
          serious reason for Landlord to refuse its consent:

          1)   the length of time since the Commencement Date is less than
               twenty-four (24) months;

          2)   covenants, restrictions, or commitments given by the Landlord to
               other tenants or prospective tenants in the Building or to
               Mortgagees, the Owners, or other parties regardless of when
               given, prevent or inhibit the Landlord from giving its consent
               to the Transfer;

          3)   the Transferee,

               A)   does not have a history of successful business operation in
                    the business to be conducted in the Premises,

               B)   does not have a good credit rating and a substantial net
                    worth,

               C)   is not able to finance the Transferee's acquisition of its
                    interest in the Premises and its operations in the Premises
                    without a material risk of defaulting under this Lease and
                    in a manner that will enable the Transferee to carry on
                    business successfully in the Premises throughout the Term
                    or

               D)   is a Person to whom the Landlord would not rent premises in
                    the Building;

          4)   there is a history of defaults under commercial leases by the
               Transferee, or by companies or partnerships in which the
               Transferee or any of its principals, directors, senior officers
               or principal shareholders was a director, officer, principal
               shareholder or partner at the time of the defaults;

          5)   the length of time since the previous Transfer is less than
               twenty-four (24) months;

          6)   the length of time remaining unexpired in the Term is less than
               eighteen (18) months;

          7)   the Transfer is a hypothec, charge, or other encumbrance of, or
               in respect of, this Lease or the Premises or any part of them;

          8)   the provisions of Section 13.03(g)(i) are not respected;

          9)   the Tenant is in default to any of its obligations or covenants
               under this Lease;

          10)  the Landlord has or will have during the next six (6) months
               space for rent in the Building or in other building owned by the
               Taxpayer or a related Person and situated on Nun's Island;

          11)  the Transferee is a tenant of the Building;

          12)  the Landlord does not receive sufficient information from the
               Tenant or the Transferee to enable it to make an enlightened
               determination concerning the matters set out above; and

     ii.  the Landlord shall have no liability for any claims, actions,
          damages, liabilities, losses or expenses of the Tenant or any
          proposed Transferee as a result of the Landlord unreasonably
          withholding its consent to any Transfer.  The Tenant agrees that its
          only remedy shall be to bring an application for a declaration that
          the Landlord shall grant its consent to such Transfer.

c)   Section 13.01(b) does not apply to

     i.   a Transfer that occurs on the death of the Transferor, or

     ii.  a Transfer described in Section 13.01(a)(iv) which occurs when the
          Tenant is a corporation whose shares are traded and listed on a stock
          exchange in Canada or the United States or is a subsidiary of such a
          corporation.

     However, if after such a Transfer the Tenant fails to satisfy the
          Landlord, (who is to act reasonably) that there will be continuity or
          improvement of the business practices and policies of the Tenant that
          existed before the Transfer, the Landlord may, at any time after the
          Transfer, until sixty (60) days after the Tenant notifies the
          Landlord in writing of the Transfer, notify the Tenant of its
          dissatisfaction and a default of Section 13.01(b) will be considered
          to have occurred as of the date of the Landlord's notice.
d)   When a Transfer is consented to by the Landlord, the Tenant must complete
     the same within thirty (30) days of Landlord's consent and at the exact
     terms and conditions disclosed to Landlord.  Should such Transfer not be
     fully completed within the aforementioned delay, Landlord's consent will
     automatically lapse and the Tenant shall be required to apply anew for
     Landlord's consent and the provisions of this Article XIII shall again
     apply to such Tenant's request and proposed Transfer.

Section 13.02  Landlord's Right to Terminate

If the Tenant intends to effact a Transfer, the Tenant shall give prior notice
     to the Landlord of such intent specifying the identity of the Transferee,
     the type of Transfer contemplated, the portion of the Premises affected
     thereby and the financial and other terms of the Transfer, and shall
     provide such financial, business or other information relating to the
     proposed Transferee and its principals as the Landlord or any Mortgagee
     requires, together with copies of any documents which record the
     particulars of the proposed Transfer.  Notwithstanding Article 1871 of the
     Civil Code of Quebec or similar legislation, the Landlord shall, within 30
     days after having received such notice and all requested information,
     notify the Tenant either that:

a)   it consents or does not consent to the Transfer in accordance with the
     provisions and qualifications of this Article XIII;

b)   it elects to terminate this Lease as to the whole or part, as the case may
     be, of the Premises affected by the proposed Transfer, in preference to
     giving such consent.

If the Landlord elects to terminate this Lease (as to the whole or part) it
shall stipulate in its notice the termination date of this Lease, which date
shall be no less than 30 days nor more than 90 days following the giving of
such notice of termination.  If the Landlord elects to terminate this Lease (as
to the whole or part), the Tenant shall notify the Landlord within 10 days
thereafter of the Tenant's intention either to refrain from such Transfer or to
accept termination of this Lease as to the whole or the portion of the Premises
in respect of which the Landlord has exercised its rights.  If the Tenant fails
to deliver such notice within such 10 days or notifies the Landlord that it
accepts the landlord's termination, this Lease will as to the whole or affected
part of the Premises, as the case may be, be terminated on the date of
termination stipulated by the Landlord in its notice of termination.  If the
Tenant notifies the Landlord within the said 10-day delay that it intends to
refrain from such Transfer, then the Landlord's election to terminate this
Lease shall become void.  In any event, the Tenant shall have no claim, action,
right of action or any other demand against the Landlord by reason of the
choice of the latter to put an end to the Lease, in accordance with the
provisions of the present Section.

Section 13.03  Terms and Conditions Relating to Consents

The following terms and conditions apply in respect of a consent given by the
Landlord to a Transfer:

a)   the consent by the Landlord is not a waiver of the requirement for consent
     to subsequent Transfers;

b)   if there is a permitted Transfer, the Landlord may collect rent from the
     Tranferee and apply the next amount collected to the Rent payable under
     this Lease but no acceptance by the Landlord of rent or other payments by
     a Transferee is.

     i.   a waiver of the requirement for the Landlord to consent to the
          Transfer,

     ii.  the acceptance of the Transferee as Tenant, or

     iii. a release of the Tenant from its obligations under this Lease;

c)   the Transferee shall not under any circumstance make any advance payment
     of any amount to the Tenant;

d)   any Transferee that is a sub-tenant shall for ever waive any right it may
     have to exercise any of the rights and remedies of the Tenant against the
     Landlord;

e)   the Transferor, unless the Transferee is a sub-tenant of the Tenant, will
     retain no rights under this Lease in respect of obligations to be
     performed by the Landlord or in respect of the use or occupancy of the
     Premises after the Transfer;

f)   the Tenant and the Transferee will execute an agreement directly with the
     Landlord agreeing that the Transferee be bound by this Lease as if the
     Transferee had originally executed this Lease as Tenant and the
     Transferor, notwithstanding any legislation to the contrary, including
     without limitation, Article 1873 of the Civil Code of Quebec, shall not be
     released of any of its obligations under the Lease but will remain jointly
     and severally responsible with the Transferee for the fulfillment of all
     obligations of the Tenant under this Lease for the Term and any renewal or
     extension thereof, the whole without novation or derogation of any kind,
     and without the exception of subrogation under the provisions of Article
     1531 of the Civil Code of Quebec or any similar legislation, and if
     required by the Landlord, the Transferor will execute any document
     required by the Landlord's to further evidence the foregoing;

g)   the Landlord's consent to any Transfer shall be subject to the conditions
     that:


     i.   the gross and additional rent payable by the Transferee, calculated
          on a square footage basis if the Transfer only affects a part of the
          Premises (which, for the purposes of this subsection, shall be
          calculated by deducting therefrom, the aggregate amount or value of
          all and any incentives whatsoever given or granted to the Transferee
          including without restriction, payment, allowance, free rent period
          and lease takeover), shall not be at any time during the Transfer
          less than the Rent payable by the Tenant under this Lease at the
          corresponding time (including any increases provided for in this
          Lease); and

     ii.  if the gross and additional rent to be paid by the Transferee under
          such Transfer exceeds at any time during the Transfer the Rent
          payable under this Lease at the corresponding time (on a square
          footage basis if the Transfer only affects a part of the Premises),
          the amount of such excess shall be paid by the Tenant to the landlord
          in addition to all Rent payable under this Lease, and such excess
          rent shall be deemed to be further Additional Rent.  If the Tenant
          receives from any Transferee, either directly or indirectly, any
          consideration other than rent for such Transfer, either in the form
          of cash, goods or services (other than the proceeds of any financing
          as the result of t Transfer involving a mortgage, charge or similar
          security interest in this Lease) the Tenant shall forthwith pay to
          the Landlord an among equivalent to such consideration  The Tenant
          and the Transferee shall execute any document required by the
          Landlord to give effect to the foregoing terms.

h)   any documents relating to a Transfer or the Landlord's consent will be
     prepared by the Landlord or its attorneys and all of the legal costs of
     the Landlord together with a reasonable administration charge of at least
     Two Hundred and Fifty Dollars ($250.00) will be paid to the Landlord by
     the Tenant on demand and the Landlord and Tenant acknowledge, covenant and
     agree that the foregoing amounts constitute reasonable costs and expenses
     payable to the Landlord in relation with the foregoing;

i)   if this Lease is repudiated, disaffirmed, disclaimed, surrendered (except
     with the consent of the landlord) or terminated by a Transferee, by any
     trustee in bankruptcy of a Transferee, or by a court representative, the
     original Tenant named in this Lease or any Transferee (except the bankrupt
     or insolvent Transferee) will be considered, upon Landlord's notice (which
     the Landlord may elect to give to the Tenant within thirty (30) days of
     the repudiation, disaffirmation, disclaimer, surrender or termination), to
     have entered into a lease (the "Remainder Period Lease") with the
     Landlord, containing the same terms and conditions as this Lease modified,
     however, by increasing the Gross Rent based on the formula in Section
     13.02(g) (it being agreed that the commencement date of the Remainder
     Period Lease will be considered to be the date of the repudiation,
     disaffirmation, disclaimer, surrender or termination, and the expiration
     date of the Remainder Period Lease shall be the date on which this Lease
     would have expired had the repudiation, disaffirmation, disclaimer,
     surrender or termination not occurred) and with the exception that there
     will be no allowance, incentive or other payment by Landlord, no rent free
     period and that there will be no improvement or construction work by
     Landlord;

j)   any option or other right of Tenant to renew or extend the Term, shall
     automatically and without any other document or notice become absolutely
     null and void and of no further effect upon the occurrence of any Transfer
     even though the Tenant had notified the Landlord in writing before the
     occurrence of the Transfer of its exercise of its option or other right to
     renew or extend the Term.

Section 13.04  No Advertising of the Premises

The Tenant will not offer or advertise the whole or any part of the Premises or
this Lease for the purpose of a Transfer and will not permit a broker or other
Persons to do so.

Section 13.05  Sales and Other Dispositions by the Landlord

If the Landlord sells, leases or otherwise transfers or disposes of the
Building or any part of it, or if the Landlord assigns this Lease or any
interest of the Landlord under it, to the extent that the purchaser, lessee,
transferee or other disposee agrees with the Landlord to assume the Landlord's
obligations under this Lease, the Landlord will be forever released from those
obligations.

ARTICLE XIV - ACCESS AND ALTERATIONS

Section 14.01  Right of Entry

a)   It is not a breach of any obligation for quit enjoyment if the Landlord
     enters the Premises at reasonable times after twenty-four (24) hours
     notice, (but if the landlord, determines there is an emergency no notice
     is required),

     i.   to make works, repairs, alterations, improvements or additions to the
          Premises or the Building or adjacent property, or

     ii.  to excavate land adjacent to or subjacent to the Premises, and the
          Landlord may take material into and on the Premises for those
          purposes.

This right extends to (and is not limited to) the pipes, conduits, wiring,
ducts, columns and other installations in the Premises.  Rent will not xxxxx or
be reduced while the repairs, alterations, improvements or additions are being
made and the Landlord is not liable for any damage to the property of the
Tenant or others located on the Premises as a result of the entry regardless of

b)   The Landlord may, during the Term and any extension or renewal thereof
     enter the Premises at reasonable times to show them to prospective
     purchasers, tenants or Mortgagees.  During the Twelve (12) months before
     the expiry of the Term, the Landlord may display on the Premises "For
     Rent" or "For Sale" notices of reasonable size and number, and in
     reasonable locations.

c)   If the Premises are not open when, for any reason, an entry therein is
     necessary or permissible, the Landlord may enter the Premises by a key, or
     by force, without rendering the Landlord liable therefore and without in
     any way affecting the obligations of the Tenant under this Lease.
     Moreover, if Tenant decides to change his locks during the Term, he shall
     give to Landlord three (3) keys for each lock changed.

ARTICLE XV - STATUS STATEMENT AND SUBORDINATION

Section 15.01  Status Statement

Within ten (10) days after the Landlord requests it from the Tenant, the Tenant
will deliver to the Landlord, on a form supplied by the Landlord, a status
statement or certificate to the Owners, any proposed or actual Mortgagee, or
any proposed purchaser, or other disposee of part or all of the Building and to
the Landlord, stating:

a)   that this Lease is in full force and effect, except only for any
     modifications that are set out in the statement or certificate;

b)   the commencement and expiry dates of the Lease;

c)   the date to which Rent has been paid under this Lease and the amount of
     any prepaid Rent or any deposits held by the Landlord;

d)   that the Gross Rent and the Additional Rent are then accruing under this
     Lease or the dates on which each of these will start accruing;

e)   that the Premises are free from any construction deficiencies, or if there
     are such deficiencies, the certificate will state the particulars;

f)   that there is not any uncured default on the part of the Landlord or if
     there is a default, the certificate will state the particulars;

g)   whether there are any set-offs, defences or counter-claims against
     enforcement of the obligations to be performed by the Tenant under this
     Lease;

h)   with reasonable particularity, details concerning the Tenant's and any
     Surety's financial standing and corporate organization; and

i)   any other information or statement that the Owners, an actual or proposed
     Mortgagee, a proposed purchaser, or other disposee may reasonably require.

Section 15.02  Subordination

a)   This Lease is and will remain subordinate to every hypothec, emphyteutic
     lease, charge, trust deed, financing, refinancing or collateral financing
     and the instruments thereof, as well as the charge resulting from all or
     any of them and any renewals or extensions of them from time to time
     (collectively, "Encumbrances") against the Premises or the Building and
     the Tenant will, on request, subordinate this Lease in the form requested
     by the Landlord to any Encumbrance and to all advances made or to be made
     on the security of the Encumbrance.  The Tenant will also agree to become
     the tenant of the holder of any Encumbrance or the Owners.

b)   If possession is taken under, or any proceedings are brought for the
     foreclosure of, or if a power of sale is exercised or if a taking in
     payment is obtained resulting from an Encumbrance the Tenant will become
     the tenant to the Person that so takes possession if that Person requests
     it and will recognize that Person as the Landlord under this Lease.

c)   The form and content of any document effecting the subordination and
     recognition provided for in this Section 15.02 will be that required by
     the holder of the Encumbrance in each case, and each such document will be
     delivered by the Tenant to the Landlord within ten (10) days after the
     Landlord requests it.

ARTICLE XVI - DEFAULT

Section 16.01  Default and Remedies

a)   An "event of Default" shall occur whenever:

     i.   the Tenant defaults in the payment of Rent or Sales Taxes and fails
          to remedy the default within five (5) days after written notice;
     ii.  the Tenant commits a breach that is capable of remedy other than a
          default in the payment of Rent or Sales Taxes, and fails to remedy
          the breach within ten (10) days after written notice that

          1)   specifies particulars of the breach, and

          2)   requires the Tenant to remedy the breach (or if the breach would
               reasonably take more than ten (10) days to remedy, fails to
               start remedying the breach within the ten (10) day period, or
               fails to continue diligently and expeditiously to complete the
               remedy);

     iii. the Tenant commits a breach of this Lease that is not capable of
          remedy and receives written notice specifying particulars of the
          breach;

     iv.  a report or statement required from the Tenant under this Lease is
          false or misleading except for a misstatement that is the result of
          an innocent clerical error;

     v.   the Tenant or a Transferee or a Person carrying on business in any
          part of the Premises becomes bankrupt or insolvent or takes the
          benefit of any statute for bankrupt or insolvent debtors or files,
          makes or causes to be filed or made, as the case may be, any notice
          of intention to file a proposal, any proposal, assignment, plan or
          arrangement with, to or in respect of its creditors;

     vi.  a receiver or receiver and manager or an interim receiver or a
          coordinator is appointed for all or a part of the property of the
          Tenant, or of another Person carrying on business in the Premises, or
          of a Surety;

     vii. steps are taken or proceedings are instituted for the dissolution,
          winding up or other termination of the Tenant's or the Surety's
          existence or the liquidation of their respective assets;

     viii the Tenant makes or attempts to make a bulk sale of any of its assets
          regardless of where they are situated (except for a bulk sale made to
          a Transferee when the Transfer has been consented to by the
          Landlord);

     ix.  the Tenant abandons or attempts to abandon the Premises, or sells or
          disposes of property of the Tenant or removes it from the Premises so
          that the value of the property of the Tenant on the Premises, charged
          by the Landlord's moveable hypothec under Section 17.20 is less than
          the amount stated in such Section 17.20;

     x.   the Premises are vacant or unoccupied for two (2) consecutive days
          during the Business Hours or for five days during the Business Hours
          in any Rental Year;

     xi.  the Tenant effects or attempts the effect a Transfer that is not
          permitted by this Lease;

     xii. this Lease or any of the Tenant's assets on the Premises are taken or
          seized under a writ of execution, an assignment, pledge, charge,
          debenture, or other security instrument;

     xiii the Tenant consents to or attempts to grant a Guarantee, as defined
          in Section 11.06, without having previously obtained the Landlord's
          written consent or without having obtained from the holder of such
          Guarantee, an assignment of its priority of rank and a subordination
          of its rights in favour of the Landlord;

     xiv. the Tenant or a Transferee, or a Person carrying on business in a
          part of the Premises, or a Surety, or any coordinator, monitor,
          receiver, receiver and manager, interim receiver or trustee in
          bankruptcy of or in respect of a Tenant, or a Transferee, or a Person
          carrying on business in a part of the Premises, or a Surety
          disaffirms, disclaims, repudiates, terminates or in any way modifies
          or attempts to disaffirm, disclaim, repudiate, terminate or modify
          this Lease or any of the terms or conditions hereof (including
          without limitation payment of Rent);

     xv.  any preliminary measure is taken or instituted for the exercise of
          secured or hypothecary rights against or in respect of this Lease,
          the Tenant, a Transferee, a Surety or any of the Tenant's,
          Transferee's or Surety's assets or property, including without
          limitation, any preliminary measure taken or instituted by way of the
          sending of a notice of intention to enforce security pursuant to the
          Bankruptcy and Insolvency Act (Canada) or the filing and or
          registration of a notice of intention to exercise a hypothecary right
          pursuant to the Civil Code of Quebec or any other legislation of
          similar effect;
     xvi. if an Event of Default as defined in this Section occurs with respect
          to any lease or agreement under which the Tenant occupies other
          premises of the Taxpayer or rents other premises from the Taxpayer.

b)   Notwithstanding any provision of law to the contrary, including without
     restriction, Article 1595 of the Civil Code of Quebec, upon the occurrence
     of any Event of Default, the full amount of the current month's and the
     next three (3) months' instalments of Gross Rent and Additional Rent will
     become due and payable, and, at the option of the Landlord, this Lease
     shall be ipso facto terminated without legal proceedings and the Landlord,
     to the extent permitted by law, may immediately repossess the Premises and
     expel all Persons from the Premises and may remove all property from the
     Premises, sell or dispose of it as the Landlord considers appropriate, or
     store it in a public warehouse or elsewhere at the cost of the Tenant, all
     without service of notice, without legal proceedings, and without
     liability for loss or damage and wholly without prejudice to the rights of
     default by the Tenant of its obligations or agreements under this Lease or
     of any term or condition of this Lease, and wholly without prejudice to
     the rights of the Landlord to recover from the Tenant damages for loss of
     Rent suffered by reason of this Lease having been prematurely terminated.

c)   Should an Event of Default occur and should the Landlord have instituted
     proceedings to cancel this Lease, notwithstanding Article 1883 of the
     Civil Code of Quebec or similar legislation, the Tenant will not have any
     right to prevent such cancellation by remedying its default or defaults
     subsequent to the institution of such legal proceedings.

d)   Notwithstanding any provision hereof or any custom or legislation to the
     contrary, during the continuance of an Event of Default, the Landlord may
     without liability cease furnishing the Premises with any services and
     Utilities.

Section 16.02  Right to Terminate or Relet

a)   If the Landlord does not exercise its right under Section 16.01 to
     terminate this Lease, it may nevertheless relet the Premises or a part of
     them for whatever term or terms (which may be for a term extending beyond
     the Term) and at whatever Rent and upon whatever other terms, covenants
     and conditions the Landlord considers advisable.  On each such reletting,
     the Rent received by the landlord from the reletting will be applied,
     first to the payment of amounts owed to the Landlord that are not Rent;
     second to the payment of any costs and expenses of the reletting including
     brokerage fees and legal fees, (on a solicitor and client basis), and the
     costs of any alterations or repairs needed to facilitate the reletting;
     third to the payment of Rent; and the residue if any will be held by the
     Landlord and applied in payment of Rent as it becomes due and payable.  If
     Rent received from reletting during a month is less than that to be paid
     during that month by the Tenant, the Tenant will pay the deficiency, which
     will be calculated and paid monthly in advance on or before the first day
     of every month.  No repossession of the Premises by the Landlord will be
     construed as an election on its part to terminate this Lease unless a
     written notice of termination is given to the Tenant.  If the Landlord
     relets without terminating it may afterwards elect to terminate this Lease
     for the previous default.  If the Landlord terminates this Lease for a
     default, it may recover from the Tenant damages it incurs by reason of the
     default, including the cost of recovering the Premises, legal fees (on a
     solicitor and client basis) and including the worth at the time of the
     termination, of the excess, if any, of the amount of Rent required to be
     paid under this Lease for the remainder of the Term over the rental value,
     at the time, of the Premises for the remainder of the Term, all of which
     amounts will be due immediately and payable by the Tenant to the Landlord.

b)   If the Landlord terminates the Lease or repossesses the Premises for a
     default after the expiration of two (2) or more twelve (12) month Rental
     Years, the annual Rent, for the purpose of calculating the Landlord's
     damages will be considered to be equal to the highest annual Gross Rent
     that was payable for those expired Rental Years, plus Additional Rent.  If
     the termination or the re-entry takes place before the expiry of two (2)
     twelve (12) month Rental Years, the annual Rent, for the purpose of
     calculating the Landlord's damages will be considered to be equal to
     twelve (12) times the monthly payment of the highest Gross Rent that was
     payable, plus Additional Rent.

Section 16.03  Expenses

In the event that the Landlord retains the services of a Solicitor to enforce
the fulfilment by the Tenant or any Transferee of any of the obligations
undertaken by it or them under the terms hereof, then, and in such event, the
Landlord shall be entitled to demand jointly and severally from the Tenant and
the Transferee (when applicable) in addition to and without prejudice to
judicial costs otherwise recoverable, and whether or not judicial proceedings
are in fact instituted, an indemnity equal to fifteen percent of the amounts
otherwise owing to the Landlord by the Tenant and\or the Transferee (if
applicable), such indemnity to indemnify the Landlord for additional
administrative expenses incurred in connection with the enforced fulfilment of
the obligations of the Tenant or the Transferee hereunder.

Section 16.04  Landlord May Cure the Tenant's Default

If the Tenant defaults in the payment of money that it is required under this
Lease to pay to a third party, the landlord after giving (5) days; notice in
writing to the Tenant, may pay all or part of the amount payable.  If the
Tenant defaults under this Lease (except for a default in the payment of Rent)
the Landlord may, after giving reasonable notice (it being agreed that forty-
eight (48) hours is reasonable notice of a default of Section 10.01) or,
without notice in the case of an emergency, perform or cause to be performed
all or part of what the Tenant failed to perform and may enter upon the
Premises and do those things that it considers necessary for that purpose.  The
Tenant will pay to the Landlord on demand, the landlord's expenses incurred
under the Article XVI plus an amount equal to fifteen percent of those expenses
for the Landlord's administrative charge.  The Landlord will have no liability
to the Tenant for loss or damages resulting from its action or entry upon the
Premises.

Section 16.05  Application of Money

The Landlord may apply money received from or due to the Tenant against money
due and payable under this Lease.  The Landlord may impute any payment made by
or on behalf of the Tenant towards the payment of any amount due and owing by
the Tenant at the date of such payment regardless of any designation or
imputation by the Tenant.
Section 16.06  Remedies

a)   The remedies under this Lease are cumulative.  No remedy is exclusive or
     dependent upon any other remedy.  Any one or more remedies may be
     exercised generally or in combination.  The specifying or use of a remedy
     under this Lease does not limit rights to use other remedies available at
     law generally.

b)   Except as provided in Section 13.01(b)(ii) hereof, any breach by the
     Landlord under this Lease can be adequately compensated in damages and the
     Tenant agrees that its only remedy to enforce its rights under this Lease
     is an action for damages.

ARTICLE XVII - MISCELLANEOUS

Section 17.01  Rules and Regulations

The Landlord may adopt Rules and Regulations acting reasonably and they may
differentiate between different types of businesses.  Each Rule and Regulation,
as revised from time to time, forms part of this Lease as soon as the Rule,
Regulation or revision is made known to the Tenant.  The Tenant will comply and
will ensure that its officers, agents, employees, servants, contractors,
visitors, clients, licensees, any Person for whom the Tenant is responsible at
law and any Person permitted or tolerated by the Tenant to be on the Building
or the Premises comply with each Rule and Regulation and each revision of it.
The provisions of the Rules and Regulations shall not be and shall not be
deemed to limit any covenant or provisions of this Lease to be performed or
fulfilled by the Tenant.  The landlord is not responsible to the Tenant for the
non-observance of a Rule or Regulation or of the terms, obligations or
conditions of any other lease of Rentable Premises.

Section 17.02  Overholding - No Tacit Renewal

Tenant agrees to give written notice to Landlord of its intention to vacate the
Premises at the expiry of the Term at least twelve (12) months prior to the
said expiry.  In default of such notice by Tenant, Landlord shall have the
right to renew this Lease for a further period of twelve (12) months under the
same terms and conditions of the lease in force on the date of termination,
with the exception that the Gross Rent payable with respect to the last Rental
Year immediately preceding the renewal shall be increased by fifty percent
(50%), provided the Landlord gives written notice of such renewal to Tenant at
least thirty (30) days before the expiry of the Term.  If neither of the above
notices is given, this Lease shall terminate on the expiry of the Term, and any
continued occupation of the Premises by Tenant after the termination date shall
be presumed to be against the will of Landlord and shall not have the effect of
extending or renewing this Lease for any period of time and there will be no
tacit renewal of this Lease, notwithstanding Article 1879 of the Civil Code of
Quebec or other legislation.  Landlord may hold the Tenant responsible for all
damages suffered by the Landlord as a result of such holding over and charge
occupation rent to Tenant and the Tenant shall indemnify, hold harmless and
defend Landlord from all claims made by a successor tenant resulting from
Landlord's delay in delivering possession of the Premises to such successor
tenant or Landlord may consider the Tenant as a tenant month to month at a
monthly Gross Rent payable in advance on the first day of each month equal to
twice the amount of Gross Rent for the last month of the Term and otherwise
upon the same terms and conditions as are in this Lease as far as they apply to
a monthly tenancy including the payment of Rent.  Nothing herein contained
shall be deemed to waive any right Lessor may have to recover possession of the
Premises upon the expiration or earlier termination of the Term of this Lease
or any renewal thereof.

Section 17.03  Successors

The rights and obligations under this Lease extend to and bind the successors
and assigns of the Landlord and, if Section 13.01 is complied with, the heirs,
executors, administrators and permitted successors and assigns of the Tenant.
If there is more than one Tenant, or more than one Person constituting the
Tenant, each is bound jointly and severally by this Lease.

Section 17.04  Joint Liability

If there is at any time more than one Tenant or more than one Person
constituting the Tenant, their covenants shall be joint and several and shall
apply to each and everyone of them, without the exception of subrogation under
the provisions of Article 1531 of the Civil Code of Quebec or any similar or
succeeding legislation.  If the Tenant is or becomes a partnership or other
business association, the members of which are, by virtue of statutory or
general law, subject to personal liability, each Person who is a member, or
shall become a member, of such partnership or other business association, and
each Person who becomes a member or their respective successors, is jointly and
severally liable as Tenant under this Lease and will continue to be so liable
after that Person ceases to be a member of the partnership or other business
association or a successor of the partnership or other business association and
after the partnership or other business association ceases to exist, the whole
without the exception of subrogation under the provisions of Article 1531 of
the Civil Code of Quebec or any similar or succeeding legislation.

Section 17.05  Waiver

The waiver by the Landlord or the Tenant of a default under this Lease is not a
waiver of any subsequent default.  The Landlord's acceptance of Rent after a
default is not a waiver of any preceding default under this Lease even if the
Landlord knows of the preceding default at the time of acceptance of the Rent.
No term, covenant or condition of this Lease will be considered to have been
waived by the Landlord or the Tenant unless the waiver is in writing.  The
Tenant waives any statutory or other rights in respect of abatement, set-off or
compensation in its favour that may exist or come to exist in connection with
Rent.
Section 17.06  Accord and Satisfaction

Payment by the Tenant or receipt by the Landlord of less than the required
monthly payment of Gross Rent is on account of the earliest stipulated Gross
Rent.  An endorsement or statement on a cheque or letter accompanying a cheque
or payment as Rent is not an acknowledgement of full payment or an accord and
satisfaction, and the Landlord may accept and cash the cheque or payment
without prejudice to its right to recover the balance of the Rent or pursue its
other remedies.

Section 17.07  Brokerage Commission

Any brokerage commission with respect to this Lease transaction or anything
related to it shall be borne exclusively by the Tenant and the Tenant will
indemnify and hold the Landlord harmless from any and all claims and costs,
including all legal fees on a solicitor and client basis, incurred by the
Landlord with respect thereto.

Section 17.08  Force Majeure

Despite the rest of this Lease, if the Landlord or the Tenant is, in good
faith, delayed or prevented from doing anything required by this Lease, because
of a strike; labor trouble; inability to get materials or services; power
failure; restrictive governmental laws or regulations; riots; insurrection;
sabotage; rebellion; war; act of God; or any other similar reason, that is not
the fault of the party delayed, the doing of the thing is excused for the
period of the delay and the party delayed will do what was delayed or prevented
within the appropriate period after the delay.  The preceding sentence does not
excuse the Tenant from payment of Rent or the Landlord from payment of amounts
that it is required to pay, in the amounts and at the times specified in this
Lease.

Section 17.09  Notices

Notices, demands, requests or other instruments under this Lease will be
delivered in person or sent by telecopier or registered mail postage prepaid
and addressed.

a)   if to the Landlord, JESTA MANAGEMENT CORP., 000 Xxxxxx xx Xxx, Xxxx'
     Xxxxxx, Xxxxxx, Xxxxxx, X0X 0X0, attention: Xx. Xxxxxxx Aintabi,
     fax:(000)000-0000 and

b)   if to the Tenant, at the Premises.

A notice, demand, request or consent will be considered to have been given or
made on the day that it is delivered, or, if mailed, on the third day following
the date of mailing, or, if faxed on the first day following its sending and
acknowledgment of receipt.

The Landlord may notify the Tenant in writing of a change of address and the
address specified in the notice will be considered the address of the Landlord
for the giving of notices under this Lease.  If the postal service is
interrupted or substantially delayed, any notice, demand, request or other
instrument will only be delivered in person or by telecopier.  A notice given
by or to one Tenant is a notice by or to all of the Persons who are the Tenant
under this Lease.

The Tenant hereby elects domicile at the Premises for all purposes of this
Lease and any legislation.

Section 17.10  Registration

Neither the Tenant nor any Person shall register this Lease or any right of the
Tenant thereunder unless in the form of an extract or summary previously
approved by Landlord and provided that this Lease shall not be presented for
conservation and consultation, but only an extract thereof previously approved
by the Landlord.  Should this Lease require to be reexecuted in notarial form
or otherwise to conform to the foregoing, all costs fees and expenses incurred
shall be paid for by the Tenant and the Tenant shall reimburse the Landlord
without delay for all costs, fees and expenses (including without restriction
legal fees) incurred by the Landlord with respect to the foregoing, including
without restriction all costs relating to the registration of the Lease,
Landlord's approval and reexecution of the Lease.  If the Building comprises
more than one lot, the Landlord may direct the Tenant as to the lot(s) against
which registration may be effected.  The Tenant shall supply one copy of the
said registered summary bearing registration number to the Landlord at the
Tenant's expense forthwith following registration.

In the event that the present Lease is so registered, the Tenant undertakes to
obtain, at its own expense, the radiation of such registration at the latest on
the date of expiration or other termination of the Term hereof.

Should the Tenant fail to obtain such radiation within the aforementioned
delay, the Landlord is hereby appointed by the Tenant, as of the expiration or
other termination of the Term hereof, the irrevocable agent of the Tenant for
the purpose of obtaining, at the Tenant's expanse, the radiation of such
registration.

Section 17.11  Quiet Enjoyment

If the Tenant performs its obligations under this Lease, it may hold and use
the Premises without interference by the Landlord or any other Person claiming
by, through or under the Landlord, subject however to the covenants, terms and
conditions of this Lease.
Section 17.12  No Partnership

Nothing contained in this Lease or as a result of any acts of the parties
hereto will be deemed to create any relationship between the parties other than
that of Landlord, Tenant and, if applicable, Surety.

Section 17.13  No Offer

The Landlord will not be deemed to have made an offer to the Tenant by
furnishing the Tenant with an unexecuted copy of this Lease with particulars
inserted.  Notwithstanding that a deposit or the first instalment of Gross Rent
is received by the Landlord when this Lease is received by it for execution, no
contractual or other right will exist between the Landlord and the Tenant with
respect to the Premises until both have executed and delivered this Lease.

Section 17.14  Waivers by the Tenant

The Tenant waives any right which it may have or enjoy at any time pursuant to
Articles 1859, 1861, 1863 (second paragraph) and 1867 of the Civil Code of
Quebec, or any replacement legislation.

Section 17.15  Security Deposit

Tenant shall on or before the execution of this Lease, at the option of
Landlord, either

     i.   pay to Landlord a deposit in the amount of sixteen thousand four
          hundred seventy dollars ($16,470.00) to be held by Landlord as
          security for Tenant's performance of its covenants, obligations and
          agreements under this Lease.  If Tenant shall be in default of any
          such covenant, obligation or agreement Landlord may, without notice
          to Tenant, appropriate and apply such portions of the security
          deposit as Landlord in its sole discretion considers necessary to
          compensate it for Rent outstanding or loss or damage suffered by
          Landlord arising out of or in connection with such default.  Upon
          demand of Landlord following any such appropriation, Tenant shall pay
          without delay to Landlord an amount sufficient to restore the
          original amount of the security deposit; or

a)   upon the expiration or sooner termination of this Lease, Landlord may
     inspect the Premises and examine any state of non-repair or damage which
     Tenant failed to repair in accordance with its obligations under this
     Lease, and estimate the cost of repair and restoration thereof.  Landlord
     may appropriate so much of the security deposit as is equal to all or any
     portion of such estimated cost.  If Tenant is not otherwise in default of
     any of its covenants, obligations or agreements under this Lease, so much
     of the deposit as then remains unappropriated by Landlord shall be
     returned to Tenant without interest.  In the event of a sale, transfer or
     assignment of this Lease by Landlord, the Landlord may transfer such
     security deposit or so much thereof as shall then remain, to the
     purchaser, transferee or assignee and thereupon Landlord shall be released
     and discharged from any further liability in connection with such security
     deposit, as the case may be.

b)   Tenant shall not assign, hypothec or encumber its interest in the security
     deposit, and Landlord shall not be bound by and attempted assignment,
     hypothec or encumbrance of the security deposit, except in the case of any
     permitted Transfer (other than a sub-lease) of this Lease, in which case
     Tenant's interest in the security deposit shall be deemed to have been
     assigned to such permitted Transferee (other than a sub-lessee) as of the
     date of such Transfer.

c)   The security deposit shall not be governed by the provisions of Articles
     2283 and following and 1299 and following of the Civil Code of Quebec and
     such provisions shall have no application with regard to the security
     deposit.

Section 17.16  Survival of Obligations

The rights and obligations of the Landlord and the Tenant in respect of
obligations which arose or existed prior to or at the expiry or other
termination of the Term shall survive such expiry or other termination.  In
particular and without limitation the expiry or other termination of this Lease
shall not prejudice in any manner Landlord's rights in respect of arrears of
Rent, the right of each party to recover damages in respect of a default by the
other occurring prior to or at the expiry or other termination or the right to
indemnification of the Released Persons in respect of occurrences prior to or
at the expiry or other termination of the Term.

Section 17.17  Relocation of Premises

The landlord shall have the right at any time upon thirty (30) days' written
notice to relocate, the Tenant, at his own costs, to other Rentable Premises in
the Building (the "Relocated Premises") and the following terms and conditions
shall be applicable:

a)   the Relocated Premises shall contain approximately the same Net Rentable
     Area as the Premises;

b)   The Landlord shall provide, at its expense, Premises Work in the Relocated
     Premises equal to the standard of the Premises presently occupied by the
     Tenant;

c)   The Landlord shall pay for the reasonable moving costs (if any) of the
     Tenant's trade fixtures and furnishings from the Premises to the Relocated
     Premises;
d)   The Tenant shall not be entitled to any other compensation than what is
     provided in subsections (b) and (c) above;

e)   All other terms and conditions of this Lease shall apply to the Relocated
     Premises except as are inconsistent with the terms and conditions with
     this Section 17.17.

Section 17.18  Parking

If any portion of the Parking Facilities are reserved or designated at any time
by the Landlord for the use of the tenants of the Building and their employees,
the Tenant shall only use and shall ensure that its employees only use that
reserved or designated portion of the Parking Facilities.  The Tenant covenants
to pay to the landlord an amount of ten dollars ($10.00) per vehicle (or any
greater amount the Landlord may in its discretion fix from time to time), for
any portion of day a Tenant's vehicle or the vehicle of any of its employees is
parked at a location not comprised in the one reserved or designated by
Landlord for the tenants of the Building and their employees.  The foregoing
amount is a liquidated sum representing the minimum damages per vehicle that
the Landlord is deemed to have suffered as a result of the Tenant's failure to
respect the foregoing provisions and is without prejudice to the landlord's
right to recover other damages and to any other rights and remedies of the
Landlord including without restriction injunction or an order for specific
performance in a court of competent jurisdiction.  The Landlord is also hereby
authorized to remove any vehicle so parked without further notice and the
Landlord shall not be liable for any damage suffered by the Tenant or any other
Person as a result or on the occasion of a removal and the Tenant shall
indemnify and hold harmless the Landlord against any third party claim,
including a claim by any of its employees, and shall pay to Landlord,
immediately upon demand, the full cost of any such removal.  Within ten (10)
days of landlord's written request, Tenant shall furnish in writing to the
Landlord the plate numbers of each vehicle owned or used by the Tenant and each
of its employees and thereafter shall notify in writing the Landlord of any
change with respect to the foregoing within five (5) days thereof.  Five (5)
interior parking spaces are included in the rent during the term of this lease.

Section 17.19  Moveable Hypothec

a)   As continuing and collateral security for the due and punctual payment of
     Rent and all other amounts now owing or which may hereafter become owing
     to the Landlord by the Tenant under this Lease, as same may be amended,
     renewed, extended or supplemented, and as continuing and collateral
     security for the due and punctual performance and fulfilment of all other
     obligations, covenants and agreements of the Tenant contained in this
     Lease, as same may be amended, renewed, extended or supplemented, the
     Tenant hereby hypothecates in favour of the Landlord, with effect as of
     and from this date, for the sum of SEVENTY THOUSAND dollars ($70,000.00)
     and interest thereon at the Stipulated Rate in force on the date hereof
     (being 13 % per annum), calculated semi-annually, not in advance, all of
     the rights, title and interests of the Tenant in and to the following
     universality (hereinafter referred to as the "Universality"):

     i.   the universality of all moveable improvements, equipment, machinery,
          furniture and trade fixtures of every kind, present and future,
          located on or upon the Premises or used directly or indirectly in
          connection with the business of the Tenant carried on at the
          Premises, including all indemnities or proceeds paid under insurance
          contracts or policies pertaining to or covering such moveables.

     ii.  the universality of all property in stock, raw material, work in
          process and inventory, present and future, situated on or upon the
          Premises or used directly or indirectly in connection with the
          business of the Tenant carried on at the Premises, including all
          indemnities or proceeds paid under insurance contracts or policies
          pertaining to or covering such moveables.

b)   The hypothec herein created in favour of the Landlord shall not constitute
     nor be construed as a floating hypothec under Article 2715 of the Civil
     Code of Quebec.

c)   The security hereby created is without delivery.

d)   Upon the occurrence of an Event of Default the security hereby constituted
     shall become enforceable and the Landlord shall forthwith be entitled to
     exercise any and all of the rights provided for in Chapter V of Title III
     of Book VI of the Civil Code of Quebec and in the Code of Civil Procedure
     of Quebec.

e)   Except for the financing of its operation, the Tenant will not, and will
     not permit, to be hypothecated, pledged, charged or encumbered any
     inventory, equipment, furniture or trade fixtures which may, from time to
     time, be on the Premises, in any manner whatsoever, including, without
     limiting the foregoing, by way of a moveable hypothec, trust deed,
     security under the Bank Act, conditional sales agreement, consignment
     sales agreement, instalment sales agreement, sale with right of redemption
     or in any other manner in which movables may guarantee the obligations of
     the Tenant, in conformity with federal or provincial legislative
     provisions (the "Guarantee).


f)   Subject only to the subordination contemplated hereinafter, the moveable
     hypothec shall and must constitute and remain at all times a first ranking
     charge on all moveable assets charged thereunder and the Tenant hereby
     represents an warrants to, and covenants with the landlord that the
     aforesaid moveable hypothec shall constitute and remain during the whole
     Term and any renewal or extension thereof, a first ranking charge on all
     the moveable assets charged thereunder.  However, should the Tenant obtain
     a bona fide financing for the operation of its business in the Premises
     from a Canadian chartered bank or other reputable financial lending
     institution acceptable to Landlord acting reasonably (the Tenant's
     Lender), the Landlord shall execute, at the cost of the Tenant, a
     subordination agreement in favor of such bona fide financing in a form and
     contents satisfactory to the Landlord and its legal counsel, provided that
     Tenant pays to the landlord all costs incurred in relation thereto,
     including without restriction legal costs, and that, no security granted
     or to be granted to the Tenant's Lender shall affect or in any manner
     whatsoever charge any asset which is or may, under this Lease, become the
     property of landlord.

Section 17.20  Right of Cancellation of Lease

The Tenant will have the right to cancel the Lease during the term providing
the Landlord receives a minimum of three (3) months written notice including
the monetary compensation described below:

a)   At the end of the 1st year:

     i.   The sum of NINETEEN THOUSAND FOUR HUNDRED FIFTY ONE dollars and
          thirty five cents ($19,451.35) representing the non-amortized portion
          of the construction costs undertaken by the landlord to secure this
          transaction, plus;

     ii.  a penalty representing 3 months' rent

b)   At the end of the 2nd year:

     i.   The sum of TEN THOUSAND TWO HUNDRED THIRTY TWO dollars and twenty two
          cents ($10,232.22) representing the non-amortized portion of the
          construction costs undertaken by the Landlord to secure this
          transaction, plus;

     ii.  a penalty representing 3 months' rent


Section 17.21  Language

The parties hereto have required that this agreement be drawn in the English
language only.  Les parties ont exige que la presente entente soit redigee en
langue anglaise seulement.

Section 17.22  Freely Negotiated

The Landlord and Tenant acknowledge and covenant to have been at liberty to be
represented by legal counsel in the discussion, negotiation and execution of
the present Lease.  The Landlord and the Tenant further acknowledge and
covenant that the provisions of this Lease, including without restriction all
schedules and appendix attached thereto and forming part thereof, have been
freely and fully discussed and negotiated and that the execution of the present
Lease constitutes and is deemed to constitute full and final proof of the
foregoing.  The Landlord and the Tenant acknowledge and covenant to have read,
examined, understood and approved all the provisions of this Lease, including
without restriction all schedules and appendix attached thereto and forming
part thereof.
The Tenant acknowledges having obtained all information useful or necessary to
take an enlightened decision to execute the present Lease.

IN WITNESS WHEREOF, the Landlord and the Tenant have signed this Lease on the
31 day of March 1997
--        -----

SIGNED AND DELIVERED
in the presence of:

                                                         JESTA MANAGEMENT CORP.
                                                                     (Landlord)

/s/(Illegible)
------------------------
Witness
                                                       Per:  /s/Xxxxxxx Xxxxxxx
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                                                            Xxxxxxx XXXXXXX

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Witness

                                                TOUCHTUNES DIGITAL JUKEBOX INC.
                                                                       (Tenant)
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Witness
                                                       Per: /s/Xxxx Xxxxxxxxxxx
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                                                            Xxxx XXXXXXXXXXX
/s/(Illegible)
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Witness
                                                       Per:
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                                                           Authorized signature


                                   I/We have authority to bind the Corporation.
                                 SCHEDULE "A"

                        LEGAL DESCRIPTION OF THE LANDS

   That designated building bearing civic number 1 Place du Commerce, Nuns'
   Island, in the City of Verdun, District of Montreal, ,Province of Quebec,
erected on the land composed of subdivisions ONE HUNDRED TWENTY-THREE (123) and
   ONE HUNDRED TWENTY-FOUR (124) of original lot number FOUR THOUSAND SEVEN
  HUNDRED FORTY (4747-123 and 124) of the cadastre of the Parish of Montreal
                                SCHEDULE "A-1"

                        CONSTRUCTION MODIFICATION PLAN

(Diagram of Floor plan)
                                 SCHEDULE "B"

                          FLOOR PLAN OF THE BUILDING

The purpose of this plan is to identify the approximate location of the
Premises in the Building.  The Landlord reserves the right at any time to
relocate, rearrange, or alter the buildings and structures, other premises, and
Common Elements, and the Premises from that shown on this floor plan.

(Diagram of Floor Plan)
                                 SCHEDULE "C"

                         CONSTRUCTION OF THE PREMISES

                         LANDLORD'S AND TENANT'S WORK

                              I. ACKNOWLEDGMENTS

1.01 Architect's Opinion

The Architect's opinion is binding on the Landlord and the Tenant respecting
all matters regarding the Landlord's Work and the Tenant's Work.

1.02 Access to Premises

Without in any way limiting Landlord's right of access under the Lease, the
Landlord may enter the Premises to maintain, install, alter or relocate
utilities, pipes, conduits and ducts, to install or reinforce columns, or to do
other work that benefits the Premises, or that is required in connection with
other parts of the Building, including expansion of it and the Tenant will
throughout the Term, provide the landlord and the utility companies with free
and uninterrupted access for those purposes.

1.03 Interpretation

This Schedule forms part of the Lease and defaults under this Schedule are
defaults under the Lease.

                              II. LANDLORD'S WORK

2.01 Purpose of Description

     The Landlord's Work is described solely to indicate, in accordance with
     Section 12.02 of the Lease, the extent of the Landlord's obligation to
     rebuild or repair the Premises.  The Landlord is not required to do any
     work or provide any materials to or in respect of the Premises except as
     expressly provided in the Lease.  The Landlord's Work consists of those
     items listed below that may have been provided and installed by the
     Landlord as per construction Building Standard.

Suite 330

     a)   Demolition, as per plan attached, see Schedule "A-1";

     b)   Construction of a new wall in the reception area, one wall in the
          conference room and one wall in the equipment room;

     c)   Painting of new walls; surrounding walls to be painted only in the
          event of demolition and reconstruction of walls in the same room;

     d)   1 new sliding door for closet;

     e)   Relocation of 2 existing office doors;

     f)   55 sq. yards of new carpeting;

     g)   210 sq. ft. of new vinyl tile;

     h)   New counter and cabinets in kitchen area;

     i)   31 new dedicated electrical plugs;

     j)   8 spotlights for conference room controlled by an independent switch;

     k)   1 new solid wood door (8' high) for conference room;

     l)   Ceiling:  repair and paint existing
                    change broken tiles
                    clean plastic covers
                    change burnt neons where need
Xxxxx 000

a)   Construction of new walls as per plan attached, see Schedule "A-1";

b)   Install new ceiling tiles;

c)   Painting of Premises throughout;

d)   Approx. 130 sq. yards of 32 oz. nylon carpet and 320 lin. feet of
     baseboards;

e)   1 glass door for entrance to Premises;

f)   4 solid wood office doors (8' high) including frame;

g)   Provide and install adequate lighting (spot lights) in the reception area
     which measures 20' x 20';

                              III. TENANT'S WORK

3.01 Work may be Performed by Landlord

     The Landlord may, at its option, provide any items and perform any work
     forming part of the Tenant's Work at the expense of the Tenant, and
     payments shall be made in accordance with Article V of this Schedule.

3.02 Tenant's Work

     The Tenant will provide and carry out, at its expense, all equipment and
     work required to be provided and performed in order to make the Premises
     complete and suitable to Tenant's operation therein, including, but not
     limited to, the following:

     a)   Interior Finishes

          All interior finishes and installations including, but not limited
          to, painting and decorating, partitions, washrooms (if required by
          law or by the Landlord), floor coverings, suspended ceiling (one hour
          fire rated over the entire area if required by governmental
          authorities having jurisdiction or the Landlord) with provision for
          access, column enclosures (fire rated in accordance with the
          requirements of governmental and regulatory authorities with
          jurisdiction), store fixtures and furnishings, show window
          enclosures, display platforms, special wall or ceiling finishes,
          vertical and horizontal transportation equipment, security vaults,
          sound insulation, smoke baffle and refuse refrigeration equipment as
          may be required by law or by the Landlord.

     b)   Electrical

          Main disconnect switch, Kw:H demand meter socket and meter (if
          applicable), lighting and power panels, branch wiring, lighting
          outlets and receptacles, all lighting and electrical fixtures
          including lamps, (it being acknowledged that exposed fluorescent
          light tubes must not be used in ceiling light fixtures, sales areas,
          or display windows), time clocks, exit signs, emergency lighting,
          night lights, contractors, appliances, any required smoke detectors
          completely wired to the alarm system of the Building, xxxx system and
          other equipment as required.  If the main electrical service to allow
          connected load of six (6) xxxxx per square foot of the Net Rentable
          Area of the Premises is not adequate as a result of the Tenant's
          design for the Premises, the Tenant will provide the calculations
          necessary for the Landlord to determine the service capacity required
          in amperes based on the service voltage supplied and indicating an
          anticipated connected load in kilowatts and the Landlord may, at its
          option, agree to provide the additional electrical capacity at the
          Tenant's expense.  Immediately following the completion of the
          Tenant's electrical installation, the Tenant will provide the
          Landlord with a copy of the appropriate final certificate or
          certificates of approval.  All electrical work shall conform to the
          Building Code, the Canadian Electrical Code, and the requirement of
          all governmental and regulatory authorities having jurisdiction.

     c)   Heating, Ventilating and Air-Conditioning (HVAC)

          The Tenant will connect to the Landlord's primary air equipment (if
          any) and will supply and install all distribution duct work,
          diffusers, controls and appurtenances required for maintaining the
          design conditions throughout the Premises.  The air side resistance
          of the duct work must not exceed 0.25 inches w.g. in the supply ducts
          and must not exceed 0.15 inches w.g. in the return ducts.  The
          Landlord will determine if return air from the Premises can be
          recirculated.  Air that is not acceptable for recirculation must be
          removed to the outside of the Building by equipment to be installed
          by the Tenant and approved by the Landlord in advance in writing. 
          Any reheat coil and any electric heating system installed in the
          Premises must be connected to the Tenant's service meter or, if there
          is no service meter for the Premises, as the Landlord directs.  The
          Tenant will supply the ventilation system and install all necessary
          fans, duct work, grilles, and the other equipment for connection to
          the Landlord's sanitary exhaust ventilation duct work, if any.  If
          the Tenant has requested approval for a designated lighting load in
          excess of six (6) xxxxx per square foot of the Net Rentable Area of
          the Premises, the Landlord may, at its sole option, approve a limited
          over-design in lighting load, subject to availability of additional
          electrical and HVAC capacity, and any other considerations determined
          by the Landlord.  The supply by the Landlord of the additional
          capacity will be at the Tenant's expense.  Any heating, ventilating
          and air-conditioning work required to be done outside the Premises
          must be performed by the Landlord at the Tenant's expense.

     d)   Plumbing, Exhaust Ventilation and Gas

          The Tenant will provide and install all internal plumbing and
          accessories (except for whatever is provided by the Landlord), and a
          water meter if required by any governmental or regulatory authority
          having jurisdiction, or the Landlord, and domestic hot water tank and
          heater as required.

          If the Tenant is engaged in a trade required by law to provide public
          washroom accommodation within the Premises, the Tenant will, at its
          expense, install water closets, washbasins and plumbing and will do
          all finishing.  Additional water and drainage lines and exhaust
          ventilation that may be required and as may be available for
          installation will be provided by the Landlord for the Premises at the
          Tenant's expense.

     e)   Communications

          When required by the Landlord, by any governmental or regulatory
          authority having jurisdiction, or by the Tenant subject to the
          Landlord's approval, the Tenant will supply and install all parts and
          components of the following systems: intercom, burglar and fire
          alarm, antenna, cable and telephone.  The Landlord reserves the
          right, however, in its sole discretion, to install any such system or
          any part of it at the Tenant's expense.

     f)   Renovations

          The Tenant acknowledges and agrees that:

          i.   under reserve of the provisions of Section 3.02 of the Lease, it
               is accepting possession of the Premises in an "as is" condition
               as of the Commencement Date,

          ii.  the Landlord has no responsibility or liability for making any
               renovation, alterations or improvements in or to the Premises
               except for those mentioned in Clause 2.01 of 'Landlord's
               Responsibilities;


          iii. N/A
          iv.

3.03 Restrictions and Requirements

     Despite anything to the contrary contained in this Schedule, the following
     restrictions and requirements apply:

     a)   Floor Loads

          The Tenant will not, without the prior written consent of the
          Landlord, impose upon any floor area a greater load than the designed
          live load capacity for the Building.

     b)   Suspended Loads

          No suspended loads are permitted other than the normal ceiling and
          lighting loads from the underside of any floor, roof or ceiling
          structures or assemblies of the Building without the prior written
          approval of the Landlord.  No suspended loads will be permitted from
          roofs, steel decks, ducts, pipes or conduits.

     c)   Building Roof

          The Tenant will not enter, nor will it permit or tolerate those for
          whom it is in law responsible, or its contractors, or their employees
          or agents, to enter onto the roof of the Building or make any opening
          in the roof.  Neither the Tenant nor its contractor or sub-
          contractors will drill or cut openings for conduit or pipe sleeves,
          or chases for ducts or equipment in the floors, columns, walls,
          ceilings, roofs or structure of the Building; nor will they vary or
          alter in any manner whatsoever any plumbing, electrical, mechanical
          systems or HVAC System of the Building or any of their components
          whether or not located within the Premises.  Any such work required
          by the Tenant, if approved by the Landlord, will be performed by the
          Landlord at the Tenant's expense.

     d)   Perishables

          If the Tenant handles perishable items it will provide a refrigerated
          area or system for refuse storage satisfactory to and approved by the
          Landlord.

3.04 Removal of Equipment and Improvements

     Any requirement under this Article III for the Tenant to provide
     equipment, carry out work or complete improvements also requires the
     Tenant to remove any existing corresponding equipment and improvements,
     unless the Landlord directs otherwise.

                 IV. LANDLORD'S REQUIREMENTS FOR TENANT'S WORK

4.01 Tenant's Obligation

     The Tenant will comply with all the provisions of Section 4.02 of this
     Schedule within thirty (30) days after the Landlord requests, in writing,
     the plans, drawings, and specifications mentioned in Section 4.02(a).
4.02 Requirements Prior to the Commencement of the Tenant's Work

     a)   Submission of Plans, Drawings and Specifications to the Landlord

          Within twenty-one (21) days after the Landlord requests them in
          writing, the Tenant will submit to the Landlord for its approval, one
          (1) set of sepias and three (3) white prints of each of its plans and
          drawings (including the plans and drawings for its signs) together
          with the specifications for the finishing of the Premises, which
          plans, drawings and specifications must

          i.   be prepared by qualified architects, designers and engineers,

          ii.  conform to good engineering practice, and

          iii. include floor plans, a reflected ceiling plan, wall elevations,
               storefront elevation, sections, details including details of any
               special facilities or installations which affect the Landlord's
               facilities, and sign design drawings and details duly prepared
               by a qualified designer or architect.

          The Tenant will submit for the Landlord's approval, complete
          mechanical and electrical drawings, prepared by persons suitably
          qualified in the field acceptable to the Landlord.  Mechanical and
          electrical drawings must include all under-floor requirements, all
          special equipment connections and installations, water and sewage,
          heating, ventilating and air-conditioning distribution systems,
          sprinkler mains and runs, electrical diagrams and panel schedules.

     b)   Landlord's Approval of Tenant's Drawings and Specifications

          The Landlord will notify the Tenant either of its approval or of its
          disapproval of the Tenant's plans, drawings and specifications and
          may indicate any specific changes required by it.  The Tenant will
          then promptly prepare and submit to the Landlord, within fourteen
          (14) days following notice of the disapproval, complete drawings and
          specifications amended as required by the Landlord.  If the Tenant
          fails to submit complete drawings and specifications within the times
          stated in this Schedule the Landlord may, by notice in writing,
          terminate the Lease, without legal proceedings and without prejudice
          to any of the Landlord's other rights and remedies and all amounts
          paid by the Tenant to the Landlord will be forfeited on the
          termination.

     c)   Tenant's Insurance

          Before entering on the Premises for any purpose, the Tenant will
          provide the Landlord with a certificate of insurance on the
          Landlord's standard from, duly executed by the Tenant's insurers,
          evidencing that the insurance required to be placed by the Tenant
          pursuant to the Lease is in force.

     d)   Tenant's Contractors

          The Tenant will employ a general contractor who will be responsible
          for all construction within the Premises, including the contracting
          and coordination of all trades.  All work on or in respect of the
          Premises will be performed by competent local workmen whose labour
          union affiliations are compatible with others employed by the
          Landlord and its contractors so that work stoppages are avoided.

     e)   Workers' Compensation Clearances

          The Tenant will provide to the Landlord prior to commencing any work
          in respect of the Premises, a current clearance certificate issued
          pursuant to the workers' compensation act of the Province in respect
          of the contractor and every sub-contractor which the Tenant proposes
          to employ or to permit to do work in respect of the Premises and the
          Tenant will not permit any contractor or sub-contractors to do work
          in respect of the Premises except for those for which the clearance
          certificate has been provided.

     f)   Tenant's Permits

          The Tenant will provide evidence satisfactory to the Landlord prior
          to commencing any work in respect of the Premises that the Tenant has
          obtained at its expense, all necessary consents, permits, licenses
          and inspections from all governmental and regulatory authorities
          having jurisdiction and will post permits when required by law. 
          Should the Tenant fail to obtain any required consent, permit,
          license, inspection or certificate, the Landlord may, but will not be
          obligated to, obtain it on behalf of the Tenant at the Tenant's
          expense.
4.03 Requirements with Respect to Performance of the Tenant's Work

     a)   Compliance with Laws, Insurers' and Landlord's Requirements

          All Tenant's Work will comply with all applicable laws, building
          codes, permits and approvals for the work and will comply also with
          the requirements of the Landlord's insurers and the requirements of
          the Landlord.  If the Tenant is in default of this obligation and
          does not correct the default within the time period required by the
          authority or insurer, the Landlord may (but will not be obligated to)
          cure the default and all charges and costs incurred by the Landlord
          will be paid to the Landlord by the Tenant together with an
          administrative fee equal to fifteen percent of those charges and
          costs, as Additional Rent forthwith on demand.

     b)   Compliance with the Tenant's Drawings and Specifications

          The Tenant will, immediately after satisfying all the requirements of
          Section 4.02 but not before, proceed to complete the Tenant's Work in
          a good and workmanlike manner using new materials, the whole of which
          is to be to the Landlord's satisfaction and in conformity with the
          plans, drawings and specifications approved by the Landlord. 
          Mediocre or inferior materials or workmanship will be replaced by the
          Tenant at its expense by materials or workmanship of first class
          quality, to the Landlord's satisfaction.  One set of the plans,
          drawings and specifications with the Landlord's consent endorsed on
          them will remain on the Premises at all times when the Tenant's Work
          is being performed.

     c)   Compliance with the Landlord's Requirements

          The Tenant will itself and will also cause its contractors to:

          i.   abide by all safety regulations,

          ii.  provide adequate fire protection including, without limitation,
               fire extinguishers,

          iii. deliver and store materials and tools as may be directed by the
               Landlord,

          iv.  stop immediately, if requested by the Landlord, any work which,
               in the opinion of the Landlord, by reason of public hazard,
               noise or otherwise, is likely to affect the normal operation of
               the Building or any part of it, and

          v.   abide by all the rules and regulations and requirements
               established by the Landlord from time to time relative to the
               construction of the Premises.

     d)   Testing of the Tenant's Systems

          The Tenant will test all plumbing, gas or fire protection and
          electrical systems within five (5) days of the installation and give
          two days' prior written notice to the Landlord that the test will
          take place.  The Landlord will have the right to be present in the
          Premises when the test is performed.  The Tenant will be responsible
          for any damage caused as a result of the performance of the test. 
          Following completion of any testing, the Tenant will provide the
          Landlord with a copy of the test results and a final certificate or
          certificates of approval.

4.04 Requirements after the Performance of the Tenant's Work

     a)   Tenant's Declaration

          The Tenant will provide the Landlord, within 60 days after the
          opening of the Premises for business, with a statutory declaration
          (the "Declaration"):

          i.   stating that the Tenant's Work has been performed in accordance
               with all of the provisions of this Schedule and that all
               deficiencies (if any) which the Landlord has brought to the
               Tenant's attention have been corrected;

          ii.  stating that there are no amounts unpaid with respect to
               workers' compensation and that there are no hypothecs or other
               encumbrances affecting the Premises or the Building with respect
               to work, services or materials relating to the Tenant's Work and
               that all accounts for work, services and materials have been
               paid in full with respect to all of the Tenant's Work;

          iii. listing each contractor and sub-contractor who did work or
               provided materials in connection with the Tenant's Work;
          iv.  confirming the date upon which the last such work was performed
               and materials were supplied; and

          v.   confirming as correct, an itemized list showing the actual cost
               of all improvements including, without limitation, sprinklers,
               washrooms, or any other special facilities.

     b)   Final Workers' Compensation Clearances

          The Tenant will also furnish to the Landlord, within 60 days after
          the opening of the Premises for business, a clearance certificate
          issued under the workers' compensation act of the Province in respect
          of each contractor and sub-contractor listed on the Declaration.

     c)   Occupancy Permit

          The Tenant will obtain and provide to the Landlord a copy of every
          occupancy and other permit that may be required from any governmental
          or other regulatory authority having jurisdiction, to permit the
          Tenant to open for business.

                              V. PAYMENT SCHEDULE

5.01 Equipment or Work Supplied by Landlord

     Any equipment or work other than that stipulated as the Landlord's Work
     (if any) which is supplied or performed by the Landlord for or at the
     request of the Tenant, or any excess or additional cost in the Landlord's
     Work occasioned by the Tenant's requirements or revisions to such
     requirements, will be paid for by the Tenant as Additional Rent within
     fifteen (15) days after the receipt of a request for it.  The cost of the
     equipment or work will include (in addition to direct labour, material and
     applicable taxes) architectural, engineering and contractor's fees, any
     costs to the Landlord which are attributable to changes requested by the
     Tenant, costs of temporary hoarding erected by the Landlord, and any
     additional administrative charge for the Landlord's supervision equal to
     ten percent (10%) of the aggregate cost of the equipment and work.

5.02 Garbage Removal

     The Tenant is responsible for pick-up and disposal of its garbage at its
     cost.  If the Landlord provides facilities or designates a commercial
     service for the pick-up of garbage instead of, or in addition to the
     service provided by the local municipality, the Tenant will use such
     facilities and commercial service at its cost.

5.03 Failure to Pay

     The Tenant agrees that failure to pay any amount payable by it pursuant to
     this Schedule in the manner provided for shall constitute a default under
     the Lease. Such default shall entitle the Landlord to terminate the Lease
     and to retain any amounts paid by the Tenant to it and to retain for its
     use, without payment for it, any work forming part of the Tenant's Work,
     which has been commenced within the Premises, without prejudice to the
     Landlord's rights to claim and prove additional damages from the Tenant.
                                 SCHEDULE "D"

                             RULES AND REGULATIONS

The following Rules and Regulations are the Rules and Regulations in force at
the execution of this Lease:

a)   Tenant shall not perform any act or carry on any practices which may
     injure the Premises or be a nuisance or menace to other tenants, or make
     or permit any improper noises in the Building and shall forthwith upon
     request by Landlord discontinue all acts or practices in violation of this
     clause and repair any damage or injury to the Premises caused thereby;

b)   Landlord shall have the right to prohibit any advertising of or by Tenant,
     which in its opinion, tends to impair the reputation of the Building or
     its desirability as a building for offices or for financial, insurance and
     other institutions and businesses of a like nature.  Upon written notice
     from Landlord, Tenant shall forthwith refrain from or discontinue such
     advertising;

c)   Tenant shall not cause unnecessary labour by reason of carelessness and
     indifference to the preservation of good order and cleanliness in the
     Premises and in the Building;

d)   No animals shall be brought or kept in or about the Building;

e)   Canvassing, soliciting and peddling in the Building is prohibited and
     Tenant shall co-operate to prevent the same;

f)   The sidewalks, entries, passages, elevators and staircases shall not be
     obstructed or used by Tenant or its clerks, servants, employees, clients,
     agents, visitors, contractors or licensees for any other purpose than
     ingress to and egress from the offices.  Nothing shall be thrown by
     Tenant, its clerks, servants, employees, clients, agents, visitors,
     contractors or licensees, out of the windows or doors, or into the
     entries, passages, elevators or staircases of the Building.  Landlord
     reserves entire control of the sidewalks, entries, elevators, staircases,
     corridors and passages which are not expressly included within this Lease,
     and shall have the right to make such repairs, replacements, alterations,
     additions, decorations and improvements and to place such signs and
     appliances therein, as it may deem advisable, provided that ingress and
     egress from the Premises is not unduly impaired thereby;

g)   Tenant shall not xxxx, paint, drill into or in any way deface the walls,
     ceilings, floors, wood, stone or iron work, or any other appurtenance to
     the Premises;

h)   No sign, advertisement or notice shall be inscribed, painted or affixed on
     any part of the outside or inside of the Building, except on the
     directories and doors of offices, and then only of such size, colour and
     style as Landlord shall determine and approve;

i)   The sashes, sash-doors, windows, glass doors and the lights and skylights
     that reflect or admit light into the halls or other places in the Premises
     shall not be covered or obstructed, nor shall anything, whether books,
     packages, flower pots or any other articles whatsoever, be placed upon or
     hung from the window xxxxx;

j)   Tenant shall not sell or permit the sale at retail, of newspapers,
     magazines, periodicals, theatre tickets, or such articles as are
     customarily sold in tobacco shops, soda fountains or lunch counters, or
     any other goods, wares or merchandise whatsoever, in or from the Premises. 
     Tenant shall not carry on or permit or allow or tolerate any employee or
     other Person to carry on the business of stenography, typewriting or any
     similar business in or from the Premises for the service or accommodation
     of the occupants of any other portion of the Building, or the business of
     a xxxxxx shop or a manicuring or chiropodist business, or any business
     other than that specifically provided for in this Lease;

k)   The workmen of Landlord must be employed by Tenant at Tenant's expense for
     lettering, interior moving and other similar work that may be done on the
     Premises;

l)   Tenant shall not install window shades of any colour other than the
     typical colours from time to time approved by Landlord.  Tenant shall not
     install curtains or venetian blinds without the approval of Landlord;

m)   Tenant shall not lay linoleum, rubber, cork or other floor covering so
     that the same shall come in direct contact with the floor, and if
     linoleum, rubber, cork or other floor covering is desired to be used, an
     interlining of builder's deadening felt shall be first affixed to the
     floor by a paste or other adhesive which may be readily removed with
     water;

n)   The water and wash closets and urinals shall not be used for any other
     purpose than the purposes for which they were respectively constructed,
     and the expense of any breakage, stoppage or damage resulting from a
     violation of this rule by Tenant or its clerks, agents, employees,
     clients, servants, contractors, visitors, or licensees, any Person for
     whom Tenant is responsible at law or any Person permitted or tolerated by
     Tenant to be in the Building, shall be borne by Tenant;

o)   If any apparatus used or installed by Tenant requires a permit as a
     condition for installation, Tenant must file such permit with Landlord;
p)   Landlord may require that all Persons entering and leaving the Building
     between the hours of 7:00 P.M. and 8:00 A.M. on business days and
     Saturdays, and all Persons entering and leaving the Building on Sundays
     and holidays, shall use a key, satisfactory to Landlord, to access the
     Building and the Premises.  Between the hours of 7:00 P.M. and 8:00 A.M.
     on business days and Saturdays, and on Sundays and holidays, Landlord will
     have the right to prevent any Person from entering or leaving the Building
     unless provided with the aforesaid key.  Any Persons found in the Building
     at such times without such key will be subject to the surveillance of the
     employees and agents of Landlord.  This rule is made for the protection of
     Tenant, but Landlord shall be under no responsibility for failure to
     enforce it;

q)   Landlord shall have the power to prescribe the weight and position of
     safes and other heavy equipment, which shall be placed and stand on such
     plank strips or skids as Landlord may prescribe, to distribute the weight
     properly.  All damage done to the Building by taking in or moving out a
     safe or any other article of Tenant's equipment, or due to its being on
     the Premises, shall be repaired at the expense of Tenant.  The moving of
     safes shall occur only during such hours as Landlord may from time to time
     establish and upon previous notice to Landlord, and the Persons employed
     to move the safes in and out of the Building must be acceptable to
     Landlord.  Safes will be moved through halls and corridors only upon steel
     bearing plates.  No fright or bulky matter of any description will be
     received into the Building or carried in the elevators, except during
     hours approved by Landlord.

r)   Tenant agrees to observe all reasonable rules and regulations regarding
     the security and protection of the Building and the tenants thereof
     including without limitation the right of Landlord to search the person
     and/or any article carried by any person entering or leaving the Building.
                                 APPENDIX "A"

                           EXTRACT FROM THE MINUTES
                           OF THE BOARD OF DIRECTORS
                                      OF

                        TOUCHTUNES DIGITAL JUKEBOX INC.

HELD on the 26 day of March, 1997.

RESOLVED:

THAT the Company enter into a Lease with JESTA MANAGEMENT CORP. for premises in
the Building (as defined in the Lease), which is erected in Nun's Island, City
of Verdun, Province of Quebec, and that Xxxx Xxxxxxxxxxx, its President and
N/A, its N/A be and that they are hereby authorized to execute the said Lease
on behalf of the Company.

Certified to be a true copy of a Resolution passed at a meeting of the
directors of the company duly called and held on the 26 day of March, 1997, as
set forth in the minutes of said meeting, which Resolution is presently in full
force and effect, unchanged.

DATED this 26 day of March, 1997.
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Per: /s/Xxxx Xxxxxxxxxxx
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President of Touchtunes Digital Jukebox Inc.