OFFICE LEASE

(a)

Except as otherwise expressly provided in this Lease, the Tenant shall pay Rent from the Commencement Date without prior demand and without any deduction, abatement, setoff or compensation. If the Commencement Date is not on the first day of a calendar month, or the period of time from the Commencement Date to the end of the first Fiscal Year during the Term is less than 12 calendar months, or the period of time from the last Fiscal Year end during the Term to the end of the Term is less than 12 calendar months, then Rent for such month and such periods shall be pro-rated on a per diem basis, based upon a period of 365 days.

(b)

The Tenant will deliver to the Landlord on each Fiscal Year end throughout the Term, a series of monthly post-dated cheques for the next ensuing twelve month period, for the total of the monthly payments of Net Rent and any Additional Rent estimated by the Landlord in advance.

(a)

The Tenant shall pay when due all Business Tax. If the Tenant’s Business Tax is payable by the Landlord to the relevant taxing authority, the Tenant shall pay the amount thereof to the Landlord or as it directs. If no separate tax bills for Business Tax are issued with respect to the Tenant or the Premises, the Landlord may allocate Business Tax charged, assessed or levied against the Building or the Lands to the Tenant on the basis of the Tenant’s Proportionate Share.

(b)

The Landlord shall allocate Taxes between the Total Rentable Area of the Building and other components of the Development on such basis as the Landlord, acting equitably, determines from time to time.

(c)

Subject to Section 11.17, the Tenant shall pay to the Landlord its Proportionate Share of the Taxes allocated to the Total Rentable Area of the Building by the Landlord.

(d)

If the Landlord obtains a written statement from the assessment or taxing authorities indicating that as a result of any construction or installation of improvements in the Premises, or any act or election of the Tenant or the exemption from taxation at full commercial rates of any part of the Total Rentable Area of the Building , the Taxes payable by the Tenant under subsection 2.05(b) do not accurately reflect the Tenant’s proper share of Taxes, the Landlord may require the Tenant to pay such greater or lesser amount as is determined by the Landlord, acting reasonably.

(e)

The Landlord may: contest any Taxes and appeal any assessments with respect thereto; withdraw any such contest or appeal; and agree with the taxing authorities on any settlement or compromise with respect to Taxes. The Tenant will co-operate with the Landlord in respect of any such contest or appeal and will provide the Landlord with all relevant information, documents and consents required by the Landlord in connection with any such contest or appeal. The Tenant will not contest any Taxes or appeal any related assessments without the Landlord’s prior written consent.

(f)

The Tenant shall promptly deliver to the Landlord on request, copies of assessment notices, tax bills and other documents received by the Tenant relating to Taxes and Business Tax and receipts for payment of Taxes and Business Tax payable by the Tenant.

(g)

The Tenant shall on demand, pay to the Landlord or to the appropriate taxing authority if required by the Landlord, all goods and services taxes, sales taxes, value added taxes, business transfer taxes, or any other taxes imposed on the Landlord with respect to Rent or in respect of the rental of space under this lease, whether characterized as a goods and services tax, sales tax, value added tax, business transfer tax or otherwise. The Landlord shall have the same remedies and rights with respect to the payment of recovery of such taxes as it has for the payment or recovery of Rent under this lease.

(a)

The amount of Taxes and Operating Costs may be estimated by the Landlord for such period as the Landlord determines from time to time, and the Tenant agrees to pay to the Landlord the amounts so estimated in equal instalments, in advance, on the first day of each month during such period. Notwithstanding the foregoing, when bills for all or any portion of the amounts so estimated are received, the Landlord may bill the Tenant for the Tenant’s Proportionate Share thereof (or the amount determined under Section 2.04(d)) after crediting against such amounts any monthly payments of estimated Taxes and Operating Costs previously made by the Tenant and the Tenant shall pay the Landlord the amounts so billed.

(b)

Within a reasonable time (not to exceed 180 days) after the end of the period for which such estimated payments have been made, the Landlord shall submit to the Tenant a statement showing the calculation of the Tenant’s share of Taxes and Operating Costs together with a report from the Landlord’s auditor as to the total amount of Operating Costs. If:

(i)

the amount the Tenant has paid is less than the amounts due, the Tenant shall pay such deficiency to the Landlord; or

(ii)

the amount paid by the Tenant is greater than the amounts due, the Landlord shall pay such excess to the Tenant within 15 business days after the delivery of such statement .

(a)

Subject to Section 11.17, the Tenant shall pay to the Landlord, or as the Landlord directs, all gas, electricity, water, steam and other utility charges applicable to the Premises on the basis of the Rentable Area of the Premises. Charges for utilities shall be payable in advance on the first day of each month at a basic rate determined by the Landlord’s engineers. The Landlord shall be entitled to allocate to the Premises an additional charge, as determined by the Landlord’s engineer, acting reasonably, and with a copy of such engineer’s report to the Tenant , for any supply of utilities to the Premises in excess of those covered by such basic charge. If any utility rates or related taxes or charges are increased or decreased during the Term, such charges shall be equitably adjusted and the decision of the Landlord, acting reasonably, shall be final and binding with respect to any such adjustment.

(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.

(c)

The Tenant shall pay the cost of installing and maintaining any meters installed at the request of the Landlord or the Tenant to measure the usage of utilities in the Premises.

(a)

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

(b)

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.

(a)

The Landlord shall provide climate control to the Premises during the hours of 7:00 a.m. to 6:00 p.m. from Monday to Friday to maintain a temperature adequate for normal occupancy for the permitted use pursuant to Section 1.04 , 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 system in the Premises necessitated by the installation of partitions, equipment or fixtures by 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.

(b)

Subject to the Rules and Regulations, the Landlord shall provide elevator service during Normal Business Hours for use by the Tenant in common with others, except when prevented by repairs. The Landlord will operate at least one passenger elevator for use by tenants at all times.

(c)

The Landlord will provide cleaning services in the Building consistent with the standards of a first class office building.

(d)

Subject to Section 2.08, the Landlord shall make available to the Premises electricity for normal lighting and miscellaneous power requirements and, in normal quantities gas, water, and other public utilities generally made available to other tenants of the Building by the Landlord.

(a)

alter, add to, subtract from, construct improvements to, rearrange, build additional storeys on and construct additional facilities adjoining or near the Development;

(b)

relocate the facilities and improvements comprising the Building or erected on the Lands, or relocate , alter or rearrange the Premises, provided that the premises as relocated , altered, or rearranged shall be in all material aspects comparable to the Premises as herein defined;

(c)

do such things on, or in the Lands or Development as are required to comply with any laws, by-laws, regulations, orders or directives affecting the Lands or any part of the Development; and

(d)

do such other things on or in the Lands or Development as the Landlord, in the use of good business judgment determines to be advisable;

(a)

The Landlord covenants to keep the following in good repair as a prudent owner:

(i)

the structure of the Building including exterior walls and roofs;

(ii)

the mechanical, electrical and other base building systems; and

(iii)

the entrance, lobbies, plazas, stairways, corridors, parking areas and other facilities from time to time provided for use in common by the Tenant and other tenants of the Building.

(b)

The Landlord shall not be responsible for any damages caused to the Tenant by reason of failure of any equipment or facilities serving the Building or delays in the performance of any work for which the Landlord is responsible under this lease. The Landlord shall have the right to stop, interrupt or reduce any services, systems or utilities provided to, or serving the Building or Premises to perform repairs, alterations or maintenance or to comply with laws or regulations, or binding requirements of its insurers, or for causes beyond the Landlord’s reasonable control or as a result of the Landlord exercising its rights under Section 3.02. 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 to any of the foregoing, but the Landlord shall make reasonable efforts to restore the services, utilities or systems so stopped, interrupted or reduced.

(c)

If the Tenant fails to carry out any maintenance, repairs 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 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 15% of such cost representing the Landlord’s overhead, shall be paid by the Tenant to the Landlord.

(d)

(i) The Landlord agrees that the Tenant’s technology education classes shall not be materially interfered with by any deliberate act of the Landlord or its contractors on the floors of the Building abutting the Premises during the hours of 9:00 a.m. to 5:00 p.m., Monday through Friday throughout the Term. Said interference shall include but not be limited to: (1) core drilling floors immediately above and below the Premises: (2) construction of Leasehold Improvements on floors immediately above and below the Premises involving hammering, drilling and other noise which may hider the education process; (3) any other work performed by the Landlord or its contractors which would create sufficient noise to hinder the education process, except for emergencies or repairs which must be attended to immediately.

(a)

The Tenant shall at its sole cost repair and maintain the Premises exclusive of base building mechanical and electrical systems, all to a standard consistent with a first class office building, (normal wear and tear excepted) with the exception only of those repairs which are the obligation of the Landlord under this lease, subject to Article VII. The Landlord may enter the Premises at all reasonable times upon 24 hours written notice to view their condition and the Tenant shall maintain and keep the Premises in good and substantial repair according to notice in writing. At the expiration or earlier termination of the Term, the Tenant shall surrender the Premises to the Landlord in as good condition and repair as the Tenant is required to maintain the Premises throughout the Term.

(b)

The Tenant shall, at its own expense, promptly comply with all laws, by-laws, government orders and with all reasonable requirements or directives of the Landlord’s insurers affecting the Premises or their use, repair or alteration.

(a)

No Alterations shall be made to the Premises without the Landlord’s written approval unless: (i) such alterations do not affect the structure of the Building or the mechanical, electrical, plumbing, heating, ventilation, air conditioning or other base building systems, and (ii) such alterations do not in the aggregate cost more than $10,000. The Tenant shall submit to the Landlord details of the proposed work including drawings and specifications prepared by qualified architects or engineers conforming to good engineering practice. All such Alterations shall be performed:

(i)

at the sole cost of the Tenant;

(ii)

by contractors and workmen approved by the Landlord;

(iii)

in a good and workmanlike manner;

(iv)

in accordance with drawings and specifications approved by the Landlord;

(v)

in accordance with all applicable legal and insurance requirements;

(vi)

subject to the reasonable regulations, supervision, control and inspection of the Landlord; and

(vii)

subject to such indemnification against liens and expenses as the Landlord reasonably requires.

(b)

If any Alterations would affect the structure of the Building or any of the electrical, plumbing, mechanical, heating, ventilating or air conditioning systems or other base building systems, such work shall at the option of the Landlord be performed by the Landlord at the Tenant’s cost. On completion of such work, the cost of the work plus a sum equal to 15% of said cost representing the Landlord’s overhead shall be paid to the Landlord. The Landlord confirms there shall be no such 15% charge with respect to such work performed pursuant to this Section 5.03(b) at or prior to the commencement of the Term.

(c)

If the Tenant installs Leasehold Improvements, or makes Alterations which depart from the Building standard and which restrict access by the Landlord to any Building system, or which restrict the installation of the leasehold improvements of any other tenant in the Building, then the Tenant shall be responsible for all costs incurred by the Landlord in obtaining access to such Building system, or in installing such other tenant’s leasehold improvements.

(a)

the Tenant may, during the Term, in the usual course of its business, remove its Trade Fixtures, provided that the Tenant is not in default under this lease; and

(b)

the Tenant shall, at the expiration or earlier termination of the Term, at its sole cost, remove its Trade Fixtures from the Premises, failing which, at the option of the Landlord, the Trade Fixtures shall become the property of the Landlord and may be removed from the Premises and sold or disposed of by the Landlord in such manner as it deems advisable; and

(c)

the Tenant shall, at the expiration or earlier termination of the Term, leave the Premises in good repair, reasonable wear and tear excepted and, provided all Leasehold Improvements installed by the Tenant in the Premises have been approved by the Landlord, the Tenant shall not be required to remove Leasehold Improvements but the Tenant shall remove its Trade Fixtures and the Tenant shall repair any damage to the Premises and/or the Building caused by such removal. at its sole cost, either remove such of the Leasehold Improvements in the Premises as the Landlord shall require to be removed, and restore the Premises to the Landlord’s 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 Architect, acting reasonably. If the Landlord requires the Tenant to perform such 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 Building by such removal; and (iii) if the Tenant fails to complete such work within 30 days following the expiry or earlier termination of the Term, the Tenant shall pay compensation to the Landlord for each day following such 30th day until the completion of such work, at a rate equal to the per diem Rent payable during the last month preceding the expiry or earlier termination of the Term, which sum is agreed by the parties to be a reasonable estimate of the damages suffered by the Landlord for the loss of use of the Premises.

(a)

The Tenant shall maintain the following insurance throughout the Term at its sole cost:

(i)

“All Risks” (including flood and earthquake) property insurance with reasonable deductibles, naming the Landlord, the owners of the Lands and Development and the Mortgagee as insured parties, containing a waiver of any subrogation rights which the Tenant’s insurers may have against the Landlord and against those for whom the Landlord is in law responsible, and (except with respect to the Tenant’s chattels) incorporating the Mortgagee’s standard mortgage clause. Such insurance shall insure:

(1)

property of every kind owned by the Tenant or for which the Tenant is legally liable located on or in the Development including, without limitation, Leasehold Improvements, in an amount equal to not less than 90% of the full replacement cost thereof, subject to a stated amount co-insurance clause; and

(2)

extra expense insurance in such amount as will reimburse the Tenant for loss attributable to all perils referred to in this paragraph 6.01(a)(i) or resulting from prevention of access to the Premises.

(ii)

Comprehensive general liability insurance which includes the following coverages: owners protective; personal injury; occurrence property damage; and employers and blanket contractual liability. Such policies shall contain inclusive limits of not less than $5,000,000, provide for cross liability, and name the Landlord as an insured.

(iii)

Tenant’s “all risks” legal liability insurance for the replacement cost value of the Premises;

(iv)

Automobile liability insurance on a non-owned form including contractual liability, and on an owner’s form covering all licensed vehicles operated by or on behalf of the Tenant, which insurance shall have inclusive limits of not less than $1,000,000; and

(v)

Any other form of insurance which the Tenant or 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.

(b)

All policies referred to in this Section 6.01 shall:

(i)

be taken out with insurers reasonably acceptable to the Landlord;

(ii)

be in a form reasonably satisfactory to the Landlord;

(iii)

be non-contributing with, and shall apply only as primary and not as excess to any other insurance available to the Landlord;

(iv)

not be invalidated as respects the interests of the Landlord or the Mortgagee by reason of any breach of or violation of any warranty, representation, declaration or condition; and

(v)

contain an undertaking by the insurers to notify the Landlord by registered mail not less than 30 days prior to any material change, cancellation or termination.

(a)

insurance on the Development (excluding the foundations and excavations) and the machinery, boilers and equipment in or servicing the Development and owned by the Landlord or the owners of the Development (excluding any property which the Tenant and other tenants are obliged to insure under Section 6.01 or similar sections of their respective leases) against damage by fire and extended perils coverage;

(b)

public liability and property damage insurance with respect to the Landlord’s operations in the Development; and

(c)

such other form or forms of insurance as the Landlord or the Mortgagee reasonably considers advisable.

(i)

subject to Section 6.07, the Tenant is not relieved of any liability arising from or contributed to by its negligence or its willful act or omissions;

(ii)

no insurable interest is conferred upon the Tenant under any insurance policies carried by the Landlord; and

(iii)

the Tenant has no right to receive any proceeds of any insurance policies carried by the Landlord.

(a)

if the Premises are rendered untenantable only in part, the Landlord shall diligently repair the Premises to the extent only of its obligations under Section 5.01 and Net Rent shall abate proportionately to the portion of the Premises rendered untenantable from the date of destruction or damage until the Landlord’s repairs have been completed;

(b)

if the Premises are rendered wholly untenantable, the Landlord shall diligently repair the Premises to the extent only of its obligations pursuant to Section 5.01 and Net Rent shall abate entirely from the date of destruction or damage until the Landlord’s repairs have been completed;

(c)

if the Premises are not rendered untenantable in whole or in part, the Landlord shall diligently perform such repairs to the Premises to the extent only of its obligations under Section 5.01, but in such circumstances Net Rent shall not terminate or abate;

(d)

upon being notified by the Landlord that the Landlord’s repairs have been substantially completed, the Tenant shall diligently perform all repairs to the Premises which are the Tenant’s responsibility under Section 5.02, and all other work required to fully restore the Premises for use in the Tenant’s business, in every case at the Tenant’s cost and without any contribution to such cost by the Landlord, whether or not the Landlord has at any time made any contribution to the cost of supply, installation or construction of Leasehold Improvements in the Premises;

(e)

nothing in this Section shall require the Landlord to rebuild the Premises in the condition which existed before any such damage or destruction so long as the Premises as rebuilt will have reasonably similar facilities to those in the Premises prior to such damage or destruction, having regard, however, to the age of the Building at such time; and

(f)

nothing in this Section shall require the Landlord to undertake any repairs having a cost in excess of the insurance proceeds actually received by the Landlord with respect to such damage or destruction or which it would have received had the Landlord complied with its obligations pursuant to this Lease).

(a)

Notwithstanding anything contained in this lease (including, without limitation, Section 7.03), of 50% or more of the Total Rentable Area of the Building is damaged or destroyed by any cause

whatsoever (irrespective of whether the Premises are damaged or destroyed) and if, in the opinion of the Landlord reasonably arrived at, the Total Rentable Area of the Building, so damaged or destroyed cannot be rebuilt or made fit for the purposes of the respective tenants of such space within 180 days of the happening of the damage or destruction; then and so often as any of such events occur, the Landlord may at its option (to be exercised by written notice to the Tenant within 60 days following any such occurrence), elect to terminate this lease. In the case of such election, the Term and the tenancy hereby created shall expire upon the 30th day after such notice is given, without indemnity or penalty payable by, or any other recourse against the Landlord, and the Tenant shall, within such 30 day period, vacate the Premises and surrender them to the Landlord with the Landlord having the right to re-enter and repossess the Premises discharged of this lease and to expel all Persons and remove all property therefrom. Net Rent and Additional Rent shall be due and payable without reduction or abatement subsequent to the destruction or damage and until the date of termination, unless the Premises shall have been destroyed or damaged as well, in which event Section 7.02 shall apply.

(b)

If the Landlord is entitled to, but does not elect to terminate this lease under Section 7.04(a), the Landlord shall, following such damage or destruction, diligently repair if necessary that part of the Building damaged or destroyed, but only to the extent of the Landlord’s obligations under the terms of the various leases for premises in the Building and exclusive of any tenant’s responsibilities with respect to such repair. If the Landlord elects to repair the Building, the Landlord may do so in accordance with plans and specifications other than those used in the original construction of the Building.

(a)

the percentage of the Total Rentable Area of the Building damaged or destroyed;

(b)

whether or not the Premises are rendered untenantable and the percentage of the Premises rendered untenantable;

(c)

the date upon which either the Landlord’s or Tenant’s work of reconstruction or repair is completed or substantially completed and the date when the Premises are rendered tenantable; and

(d)

the state of completion of any work of the Landlord or the Tenant.