OFFICE LEASE

Exhibit 10.14

LEAD SKY ENTERPRISES LIMITED

Landlord

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COGENCY TECHNOLOGY INCORPORATED

Tenant

OFFICE LEASE

INDEX

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SCHEDULES

THIS LEASE made the 17 ^th day of March, 1998

IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT (ONTARIO) BETWEEN:

WHEREAS the Landlord and the Tenant have agreed to enter into this Lease. NOW THEREFORE THIS INDENTURE WTTNESSETH that in consideration of the rents, covenants, obligations and agreements hereinafter reserved and contained.

ARTICLE I

DEFINITIONS

Section 1.1. Meaning of Certain Terms . In this Lease and in the schedules and appendices to this Lease:

(a) “ Additional Rent ” means the rental referred to in Section 3.2.

(b) “ Architect’s Certificate ” means the certificate of an architect appointed by the Landlord.

(c) “ Base Rent ” means the rental referred to in Section 3.1.

(d) “ Building ” means the lands and premises municipally known as 144-146 Front Street West, Toronto, Ontario together with all buildings, structures, improvements, fixtures, sprinklers, elevators, heating, ventilating, air- conditioning and mechanical and electrical equipment and machinery, and water, gas, sewage, telephone and other communication facilities and electrical power services and utilities comprised therein, belonging thereto, connected therewith or used in the operation thereof, and now or hereafter constructed, erected and installed therein and thereon, but excludes all Leasehold Improvements made, constructed, erected or insulted therein by or on behalf of any tenant of premises therein.

(e) “ Rights in Common ” means rights of tenants in the Building to Service Areas and Leasable Service Areas (as hereinafter defined) located at 144-144 Front Street West.

(f) “ Commencement Date ” means the date set out in Section 2.2 for the beginning of the Term.

(g) “ Leasable Service Areas ” means passenger and service elevator lobbies (other than those on the ground floor and those exclusively for a Tenant’s use); corridors, washroom; rooms and closets for electrical, telephone, janitor, service and maintenance facilities; and the walls enclosing the same.

(h) “ Leased Premises ” means the premises comprising a leasable area of approximately Four Thousand, Two Hundred and Nine (4,209) square feet, and a gross leasable area of approximately Four Thousand, Seven Hundred and Thirty (4,730) square feet, outlined in red on Schedule “A” located in the Building and being Suite #580, part of the Fifth (5 ^th ) Floor, and includes all Leasehold Improvements and all water, gas, sewage, telephone and other communication facilities comprised therein for the exclusive use thereof, reserving unto the Landlord the right to make reasonable variations in the area, form and siting of the Leased Premises, and the right to relocate on comparable floor or floors prior to the commencement date with the consent of the Tenant, such consent not to be unreasonably withheld.

(i) “ Leasehold Improvements ” means all fixtures, improvements, installations, alterations and additions from time to time made, constructed, erected or installed in or to the Leased Premises, including all interior partitions however affixed and all rugs, carpeting and floor coverings attached in any way to the Leased Premises, but excludes movable trade fixtures, movable partitions, and furniture and equipment not affixed to the Leased Premises.

(j) “ Mortgage ” includes a mortgage, pledge, charge, hypothec, encumbrance or financing agreement and “mortgagee” includes the holder of such mortgage.

(k) “ Normal Business Hours ” means the hours from 8:00 a.m. to 6:00 p.m. on each day, other than a statutory holiday, from Monday to Friday inclusive in each week, or such extended hours as the Landlord may reasonably determine from time to time,

(l) “ Rent ” includes all amounts payable by the Tenant under this Lease.

(m) “ Service Areas ” means all facilities and utilities (other than Leasable Service Areas) from time to lime furnished or designated by the Landlord (as the same from time to time may be altered reconstructed or expanded) in connection with the Building for the use or benefit in common, in such manner as the Landlord may permit, of occupants of premises in the Building and all others entitled thereto and now or hereafter developed by the Landlord including, without limiting the generality of the foregoing, heating ventilating air-conditioning, mechanical and service equipment, areas and rooms: driveways entrances and exits passageways, entrance lobbies, elevator lobbies on the ground floor, sidewalks, balconies, terrace, malls, courtyard, ramps to parking areas, landscaped areas, stairways, elevators (other than those stairways and elevators exclusively for a tenant’s use), shafts, flues, vertical ducts, garbage facilities, and receiving and shipping facilities including ramps and access thereto; and the walls enclosing the same.

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(n) “Stipulated Rate of Interest ” means that rate or interest at the time such interest falls doc under this Lease which is equal to the lowest rate then charged by any chartered Canadian bank with which the Landlord is doing business, for commercial demand loan, plus 3% per annum.

(o) “ Taxes ” means all taxes, local improvement rates, levies, rates, duties, assessments and charges from time to time imposed against real property, buildings, structures and improvements by municipal or other governmental authorities having jurisdiction and all taxes, liens, rates, duties, assessments and charges which may at any lime be substituted therefore or replace the same or is supplemental thereto but excludes:

(i) business taxes,

(ii) the amount by which separate school taxes exceed the amount which would have been payable for school taxes if no assessment had been made for the support of separate schools, and

(iii) any tax separately imposed as provided for in Section 4.2(a) or allocated as provided in Section 9.3 in respect of Leasehold Improvements in the Building.

(p) “ Tenant’s Proportionate Share ” means a fraction, the numerator of which is the total gross leasable area of the Leased Premises and the denominator or which is the total gross leasable area or the Building,

(q) “ Term ” means the term of this Lease.

Section 1.2. Calculation of Area . Wherever in this Lease reference is made to the size of any area or areas or the leasable area or gross leasable area of any premise, or the amount or any payment is required to be determined in reference to the size of any areas or areas, the calculation of the size of any such area or areas shall be made as follows:

(a) the leasable area of premises or a part of any premises comprising a single tenancy floor on the second (2 ^nd ) and higher floors shall be computed by measuring to the inside finish of the permanent outer walls of the Building and shall include all area within the permanent outer walls of the Building without deduction for columns, or projections necessary to the Building but deducting the area occupied by Service Areas which are located within said premises,

(b) the leasable area of premises or a part of any premises on the basement and the ground floor and on a multiple tenancy floor on the second (2 ^nd ) and higher floors shall be computed by measuring:

(i) to the inside finish of the permanent outer walls of the Building,

(ii) to the surface interior to the premise, being measured of interior walls separating such premise, from Service Areas and Leasable Service Areas, and

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(iii) to the centre line of interior walls separating such premise, from adjoining premises, without deduction for columns, and projections necessary to the Building.

(c) the gross leasable area of premises or a part of any premises comprising a single tenancy floor on the fifth (5 ^th ) floor shall be the leasable area thereof,

(d) the gross leasable area of premises or a part of any premises comprising a single tenancy floor on the second (2 ^nd ) through to and including the seventh (7 ^th ) floors, shall be the leasable area thereof,

(e) the gross leasable area of premises or a part of any premises on a multiple tenancy floor on the second (2nd) and higher floors shall be the aggregate of:

(i) the leasable area of such premises; and

(ii) the pro-rata share of Leasable Service Areas applicable to such floor.

(f) the gross leasable area of premises on the ground floor and basement shall be the leasable area thereof,

(g) the gross leasable area of the Building shall be the aggregate of the gross leasable area or all premises in the Building.

Wherever the permanent outer wall of the Building measured vertically from finished floor to the underside of the finished ceiling at such outer wall is more than 50% glass or other material of similar viewing properties, the inside finish of such outer wall shall be considered to be the inside surface of the glass or other material. Where any wall, door or window of any premises is recessed from the demising line of such premises the area of such recess shall for all purposes be a part of such premises and included in the leasable area of such premises.

Section 1.3. Architect’s Certificate Conclusive . An Architect’s Certificate as to the size of any area or areas, the leasable area of any premises, the gross leasable area of any premises, the extent of any injury, the portion of the Leased Premises capable of being used for the purpose for which they are leased, the period within which any injury may be repaired, or the date on which any repairs have been completed, shall be conclusive and binding on the parties.

Section 1.4. When Services Are Not Provided . When and if any service (such as janitorial service) which is normally provided by the Landlord to tenants of the Building in their premises:

(a) is not provided by Landlord in the Leased Premises under the specific terms of this Lease, in determining Operating Costs for the Tenant hereunder, the cost of such service (except as it relates to Leasable Service Areas and Service Areas) shall be excluded; and

(b) is not provided by Landlord in a significant portion of the Building, in determining Operating Costs for the Tenant hereunder, the cost of such service shall be divided by the difference between the square feet in the Building and the number of square feet (determined on the basis set out in Section 1.2) in the Building in which Landlord does not provide such service.

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ARTICLE II

LEASE OF PREMISES

Section 2.1. Leased Premises . The Landlord hereby leases the Leased Premises to the Tenant and the Tenant herby leases the Leased Premises from the Landlord for the Term, at the Rent, subject to the conditions and in accordance with the covenants, obligations and agreements contained in this Lease.

Section 2.2. Term . TO HAVE AND TO HOLD the Leased Premises for and during the period of Five (5) years beginning on 1 ^st day of May, 1998 (the “Commencement Date”) and from henceforth ensuing and fully to be completed and ended on the 30 ^th day of April, 2003 (the “Term”).

Section 2.3. Condition of Leased Premises . The Tenant accepts the Leased Premises in an as-is condition; “as-is” condition being the condition of the Leased Premises upon completion by the Landlord of the work set out in Section 9 of an offer to lease made between the Landlord and the Tenant and accepted by the Landlord on the 5 ^th day of March, 1998 (the “Agreement”). The Tenant acknowledges that any additional work required by the Tenant with respect to the leasehold Improvements for the Leased Premises shall be at the Tenant’s sole expense and in accordance with plans and specifications which have first been approved by the Landlord, such approval not to be unreasonably withheld.

Section 2.4. Occupancy Prior to Commencement Date . Provided this Lease has been executed by the Tenant in a form satisfactory to the Landlord, the Tenant shall have access to the Leased Premises, whether exclusively or in common with the Landlord, for the purpose of making leasehold improvements in or to the Leased Premises (the “Tenant Improvement Work”) and preparing the Leased Premises for occupancy prior to the Commencement Date. Upon completion of the Tenant Improvement Work, the Tenant shall provide to the Landlord evidence substantiating the total costs incurred by the Tenant with respect to completion of its leasehold improvements (the “Tenant Improvement Costs”), in order that the Landlord may determine the amount of compensation due to the Tenant in the event the Landlord exercises its right pursuant to Section 6.11 hereof. During any period the Tenant is in possession of the Leased Premises prior to the Commencement Date, the Tenant shall be bound by all terms and conditions of this Lease, save and except for the payment of Base Rent and its Proportionate Share of Operating Costs and Taxes.

Section 2.5. Delay in Occupancy . If for any reason, other than delays caused by the Tenant or failure of the Tenant to complete its work, the Leased Premises are not completed and ready for occupancy on the Commencement Date, Rent shall abate until the Leased Premises are completed and ready for occupancy and such abatement of Rent shall be in full settlement of all claims which the Tenant might otherwise have by reason of the delay.

Section 2.6. Tenant to Take Possession . The Tenant shall execute this Lease and take possession of the Leased Premises and occupy the Leased Premises for business not later than the Commencement Date and if the Tenant fails to do so, the Landlord in any of such events and in addition to any and all other remedies available to it shall have the right at its option to terminate this Lease without notice to the Tenant and to recover from the Tenant the cost of all work done by the Landlord on the Tenant’s behalf.

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ARTICLE III

RENT

Section 3.1. Base Rent . From and after the Commencement Date, the Tenant shall pay to the Landlord in lawful money of Canada, without any deduction, abatement or setoff whatsoever, an annual Base Rent for the Leased Premises of TWENTY-EIGHT THOUSAND, THREE HUNDRED AND EIGHTY DOLLARS ($28,380.00), being TWO THOUSAND, THREE HUNDRED AND SIXTY-FIVE DOLLARS ($2,365.00) per square foot of the gross leasable area of the Leased Premises being 4,130 square feet, payable in equal consecutive monthly instalments of SIX DOLLARS ($6.00) on the first day of each and every month throughout the Term.

Section 3.1.1 Advance Rent . The Landlord acknowledges the receipt of FOURTEEN THOUSAND, TWO HUNDRED AND TWENTY-NINE DOLLARS AND FORTY-TWO CENTS ($14,229.42), to be applied towards payment of the first and last month’s Rent and applicable GST payable under this Lease.

Section 3.2. Additional Rent . From and after the Commencement Date, the Tenant shall pay to the Landlord in lawful money of Canada, without any deduction, abatement or setoff whatsoever and without duplication. Additional Rent for the Leased Premises equal to the aggregate of the following amounts:

(a) the amount of Taxes imposed in respect of the Leased Premises provided that if a separate assessment is issued or allocated in respect of the Leased Premises but not a separate tax bill, then the amount of the Taxes payable by the Tenant shall be equal to the amount obtained by multiplying such assessment by the applicable commercial mill rate; plus the Tenant’s Proportionate Share of Taxes imposed in respect of the Service Areas and Leasable Service Areas, if separately assessed.

(b) the Tenant’s Proportionate Share of the operating costs of the Building and Rights in Common. For the purpose of this Lease, “Operating Costs” means the aggregate of all costs and expenses actually incurred or accrued by the Landlord or by others on behalf of the Landlord in connection with the management, supervision, administration, operation, cleaning, maintenance, repair, replacement and insurance of the Building. By way of example and without limiting the generality of the foregoing, Operating Costs shall include the costs of all repairs required in the maintenance of the Building and Rights in Common, heating costs and the cost of steam for heating or other purposes, elevator maintenance costs, equipment rental (fixed or otherwise), the costs of providing hot and cold water, the costs of electricity not otherwise chargeable to any tenant or tenants of the Building, the costs of air-conditioning, window cleaning, snow removal, landscaping, uniforms and security, all fire, casualty, liability and other insurance costs, telephone and other utility costs, the amounts paid under service contracts with independent contractors, all salaries, wages and other remuneration and the cost of benefits paid to employees of the Landlord engaged in operating and maintaining the Building and Rights in Common, sums equal to the annual amounts required to fully amortize on a straight line basis over its useful life, equipment, fixed or otherwise, paid for by the Landlord and used to provide services to the Building and Rights in Common, legal appraisal and accounting fees incurred for the purpose of attempting to reduce Taxes and the various costs referred to in this subsection, business taxes assessed against the Landlord with

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respect to the Building, that portion of the capital or place of business tax payable by the Landlord and attributable to the Building and Rights in Common, and all other expenses paid or payable by the Landlord in connection with the management and operation of the Building and Rights in Common but excluding Taxes, taxes on income, capital expenditures (save for the annual amortization amounts with respect to equipments fixed or otherwise, paid for by the Landlord and used to provide services to the tenants of the Building), any provisions for depreciation on or in respect of the Building, interest on debt or capital retirement of debt, any amounts directly chargeable by the Landlord to any tenant or tenants of the Building, any costs incurred by the Landlord relating to the leasing of space or premises in the Building (including leasing commissions), and the cost of repairs to the extent of insurance proceeds received by the Landlord from claims made with respect to the items so repaired. If in any year during the Term the Building is not fully leased or occupied, Operating Costs for such year shall be adjusted to reflect the amount which would have been payable if the Building had been fully leased and occupied during such year. The Tenant acknowledges that certain services, facilities and utilities are available for the joint use of the Building, and the lands and building municipally known as 144 Front Street West, located immediately to the east of the Building, and that in determining the costs and expenses to be included in Operating Costs, the Landlord, acting reasonably and equitably, shall make an allocation or allocations of such costs and expenses which the Landlord determines is attributable to the Building.

The Landlord estimates the Tenant’s Additional Rent as set out in subsections (a) and (b) of this section and the cost of hydro consumption in the Leased Premises for the 1998 calendar year to be approximately TWELVE -DOLLARS AND FIVE CENTS ($12.05) per square foot of gross leasable area, which estimate is subject to escalations. The Tenant acknowledges that the Landlord is making no representation or warranty with respect to the property taxes for the 1998 calendar year.

Section 3.3. Payment of Annual Base Rent . The annual Base Rent shall be paid in monthly instalments in advance. The Base Rent for the portion of the Term beginning on the Commencement Date to and including the last day of the month in which the Commencement Date occurs shall be pro-rated and paid in advance on the Commencement Date and thereafter a monthly instalment of Base Rent shall fall due and be paid in advance on the first day of each and every month throughout the Term.

Section 3.4. Payment of Additional Rent . The Additional Rent shall be payable to the Landlord upon demand therefor or at the option of the Landlord shall be payable in monthly instalments in advance on the dates and at the times for payment of Base Rent provided for in this Lease. The Landlord shall deliver to the Tenant, not less frequently than annually, a statement showing in reasonable detail the information relevant and necessary to the calculation of the amount of Additional Rent, in the case of the first such statement for the period from the date from which Rent commences to accrue under this Lease and in the case of each such subsequent statement from the date to which the immediately preceding statement was made up.

If Additional Rent is payable by monthly instalments, then until the first statement of Additional Rent has been delivered, the Additional Rent shall be based upon the reasonable estimate of the Landlord and thereafter, the Additional Rent shall be the amount stipulated as such in the most

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recent prior statement of Additional Rent delivered to the Tenant by the Landlord, adjusted to an annual basis if necessary. If the aggregate of the monthly instalments, if any, paid by the Tenant in respect of the period to which any settlement of Additional Rent relates is less than the amount shown by such statement to be payable by the Tenant, the Tenant shall forthwith pay the amount of the deficiency to the Landlord. If the aggregate of the monthly instalments, if any, paid by the Tenant in respect of the period to which such statement of Additional Rent relates exceeds the amount shown by such statement to be payable by the Tenant, the amount of such excess shall be applied pro tanto in satisfaction of the next ensuing instalments of Rent or paid to the Tenant at the expiry or sooner termination or the Lease.

Section 3.5. Charges for Utilities . From and after the Commencement Date, the Tenant shall pay to the Landlord upon demand therefor:

(a) all rates and charges for chilled water, water, gas and electric power services and utilities supplied to the Leased Premises as determined by the Landlord on a consistent basis for all tenants of all premises in the Building, and

(b) a reasonable amount for the cleaning, maintaining and servicing of the electric lighting fixtures in the Leased Premises including the replacement of electric light bulbs, tubes, starters and ballasts.

Such cleaning, maintaining, servicing and replacement shall be within the exclusive right of the Landlord.

Section 3.6. Rent in Arrears . All Rent in arrears shall bear interest at the Stipulated Rate of Interest from the date on which the same became due until the date of payment thereof.

ARTICLE IV

TENANT’S COVENANTS

Section 4.1. Tenant to Pay Rent . The Tenant covenants to pay Rent.

Section 4.2. Tenant to Pay Certain Taxes . The Tenant shall pay and discharge on or before the date when the same or the installments for the same become due provided that a request therefor and/or a statement thereof have been provided to the Tenant by the Landlord or the taxing authority:

(a) all taxes, levied, rated, charged or assessed in respect of the Leasehold Improvements and all movable trade fixtures and furniture and equipment in or on the Leased Premises, and

(b) every tax, rate, duty, assessment and license fee in respect of any and every business conducted on or from the Leased Premises and of the use or occupancy of the Leased Premises by the Tenant including, without limitation, all business taxes, rates and licenses.

Section 4.3. Separate School Taxes . If the Leased Premises are assessed in whole or in part for the support of separate schools the Tenant shall pay and discharge as Rent on or before the date when the same or the instalments for the same become due the amount by which Taxes for the Building so payable exceed those which would have been payable except for such assessment for the support of separate schools.

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Section 4.4. Use of Leased Premises . The Tenant shall use the Leased Premises only for general office purposes in connection with the trade or business carried on by the Tenant on the Commencement Date.

Section 4.5. Prohibited Uses of Leased Premises . The Leased Premises shall not be used in any manner which obstructs any part of the Service Areas or Leasable Service Areas or for any purpose except that permitted by Section 4.4. The Tenant shall not use or permit any part of the Leased Premises to be used in any manner which interferes with or intrudes upon the use and enjoyment of the Building or the Rights in Common by any other tenant or which in the opinion of the Landlord, acting reasonably, is inconsistent with the general character of the Building.

Section 4.6. No Waste . The Tenant shall not commit or suffer to be committed any waste upon the Leased Premises or do or suffer any act or thing which may disturb the quiet enjoyment of any other tenant or which may result in a nuisance.

Section 4.7. Signs . The Tenant shall not paint, display, inscribe, place or affix any sign, picture, advertisement, notice, lettering or direction on any part of the exterior of the Leased Premises or so as to be visible from the exterior of the Leased Premises. The Tenant shall adhere to the uniform pattern of identification signs for tenants to be placed on the outside of the doors leading into the premises of tenants of part floors.

The Landlord acknowledges and agrees that it shall, at its expense, add the Tenant’s corporate name to all present and planned internal directory board(s) and panels used for displaying the Building tenants’ roster and suite numbers.

Section 4.8. Obligation to Repair . The Tenant covenants that from and after the Commencement Date:

(a) the Tenant shall maintain and repair the Leased Premises (except the Tenant shall not make repairs for which the Landlord is responsible under this Lease); provided that the Tenant shall pay to the Landlord the cost of replacement with as good a quality and size of any glass broken or cracked on the Leased Premises,

(b) at any time in cases of emergency and upon reasonable notice during Normal Business Hours, the Landlord may enter and view the state of repair, and

(c) the Tenant shall repair the Leased Premises according to notice in writing.

Section 4.9. Exceptions to Tenant’s Obligation to Repair . The obligations of the Tenant under Section 4.8 shall be subject to the following exceptions:

(a) reasonable wear and tear which does not affect the proper use and enjoyment of the Leased Premises in accordance with this Lease,

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(b) injury caused by fire, lightning, tempest or other casualty for which the Landlord is indemnified under any policy of insurance unless caused by the act, default or negligence of the Tenant or those for whom the Tenant is in law responsible.

(c) injury to the Leased Premises caused by or resulting from structural defects or weakness, and

(d) injury caused by or resulting from the negligence of the Landlord, its officers, servants, agents or employees.

Section 4.10. Compliance by Tenant with Statutes, Orders, etc . Except for matters which are prior to the Commencement Date and/or are the responsibility of the Landlord under this Lease, the Tenant at its expense shall comply with and conform to the requirements of every applicable lawful statute, law, by-law, ordinance, regulation and order and with every reasonable regulation and order of the Insurers’

Advisory Organization of Canada or of any body having similar functions, or of any liability or fire insurance company by which the Tenant or the Landlord may be insured affecting the operation, condition, maintenance, use or occupation of the Leased Premises and the making of any alteration or addition therein or thereto whether or not such alteration or addition be required on account of any particular use to which the Leased Premises may be put and whether or not such requirement, regulation or order be of a kind now existing or within the contemplation of the parties.

Section 4.11. Notice of Defects or Damage . The Tenant shall promptly notify the Landlord of any defect or deficiency in, malfunction of, or damage to the Leased Premises or any equipment, service or utility therein of which the Tenant becomes aware at any time during the Term.

Section 4.12. Tenant’s Insurance . From and after the Commencement Date the Tenant, in the names of the Tenant, the Landlord and every mortgagee of the Leased Premises, shall take out and maintain with respect to the Leased Premises and the Tenant’s use and occupation thereof and furnish to the Landlord certificates of a policy or policies (containing deductible clauses) of an insurance company or companies reasonably acceptable to the Landlord and such mortgagees of:

(a) insurance against loss by fire and those additional perils contained in the “extended perils” endorsement of such insurance company or companies usual from time to time for similar risks, and such other insurable hazards as the Landlord may from time to time reasonably request, on a replacement cost basis in an amount sufficient to cover the cost of replacement of all Leasehold Improvements made, constructed, erected or installed in or to the Leased Premises, and

(b) legal liability for bodily injury or death and property damage resulting from each occurrence up to such limits as the Landlord may from time to time reasonably request, but in any event not less than $3,000,000.00 all-inclusive.

The proceeds of every policy of insurance maintained under Section 4.12(a) shall be applied to repair the injury with respect to which such proceeds are payable.

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Section 4.13. Increase in Insurance Premiums . The Tenant shall pay to the Landlord forthwith on demand therefor any amount by which the basic premium of insurance paid by the Landlord is increased by reason of any particular use or occupation of the Leased Premises or by reason of any provision of this Lease.

Section 4.14. Indemnity by Tenant . The Tenant shall indemnify and save harmless the Landlord from any and all liabilities, damages, costs, claims, suits or actions resulting from:

(a) any breach, violation or non-performance of any covenant, obligation or agreement of the Tenant under this Lease,

(b) any damage to property however occasioned by the Tenant, its officers, agent, servants, employees, contractors, customers, invitees or licensees and any injury to any person or persons, including death resulting at any time therefrom, occurring in or on the Leased Premises or the Building or the Rights in Common or any part thereof arising from or occasioned by any cause whatever, except where such damage or injury is due to the act, default or negligence of the Landlord, its officers, agents, servants, employees or contractors, not under the direction or supervision of the Tenant, and

(c) any contract, lien, privilege, mortgage, charge or encumbrance on the Building arising from or occasioned by the act, default or negligence of the Tenant, its officers, agents, servants, employees, contractors, customers, invitees or licensees.

and such indemnification shall survive the termination of this Lease, anything in this Lease to the contrary notwithstanding.

Section 4.15. Surrender of Leased Premises . At the expiration or earlier termination of the Term the Tenant shall peaceably surrender and yield up to the Landlord the Leased Premises and all Leasehold Improvements made, constructed, erected or installed in the Leased Premises in good and substantial repair and condition in accordance with its covenants to maintain and repair the Leased Premises. On the expiration of the Term all Leasehold Improvements made, constructed, erected or installed in the Leased Premises shall be deemed to have become the property of the Landlord.

Section 4.16. Removal of Tenant’s Property . At any time within thirty (30) days prior to the expiration of the Term the Tenant, if not in default under this Lease, may, remove from the Leased Premises all its movable trade fixtures and furniture and equipment (other than rugs, carpeting and floor coverings attached in any way to the Leased Premises) not affixed to the Leased Premises but the Tenant shall repair any damage to the Leased Premises and the Building which may be occasioned by such removal. On the expiration of the Term all such moveable trade fixtures and furniture and equipment not so removed shall be deemed to have become the property of the Landlord.

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Notwithstanding anything to the contrary contained in this Lease, the Tenant shall not be responsible for the removal of any of the leasehold improvements in the Leased Premises or the restoration of the Leased Premises to a base building condition at the expiry or sooner termination of this Lease.

Section 4.17. Exhibit Leased Premises . At any time during the Term, the Landlord may exhibit the Leased Premises to prospective purchasers or mortgagees of the Building and during the six (6) months prior to the expiration of the Term, the Landlord may exhibit the Leased Premises to prospective tenants.

Section 4.18. Assignment and Subletting . The Tenant shall not assign this Lease nor sublet the whole or any part of the Leased Premises except with the prior written consent of the Landlord, which consent shall not be unreasonably withheld; provided that:

(a) the Tenant shall deliver to the Landlord its written request to such assignment or sublease together with a copy of the proposed assignment or sublease and shall provide the Landlord with such information as the Landlord may reasonably require with respect to the business and financial responsibility and standing of the proposed assignee or subtenant, and

(b) within fourteen (14) days after the receipt by the Landlord of such request and information, the Landlord, by notice in writing to the Tenant, if the request was to assign this Lease or to sublet the whole of the Leased Premises, may terminate this Lease or, if the request was to sublet a portion of the Leased Premises, may terminate this Lease with respect to such portion. Such termination shall be effective on a date named in such notice which shall be the last day of a month not less than thirty (30) days nor more than one hundred and twenty (120) days following the delivery of such notice. Upon such termination of this Lease as to a portion of the Leased Premises the Tenant shall peaceably surrender and yield up to the Landlord such portion of the Leased Premises in accordance with the provisions of this Lease relating to the surrender of the Leased Premises at the expiration or the Term and thereafter the Rent shall be adjusted accordingly.

Notwithstanding to the foregoing, if the Landlord elects to terminate this Lease in accordance with the provisions of this subsection 4.18 (b), the Tenant shall have the right, to be exercised by written notice to the Landlord within two (2) days after receipt or the Landlord’s notice, to withdraw the request for consent, in which case the Tenant shall not proceed with such assignment or subletting. The Landlord’s notice shall be null and void and this Lease shall continue in full force and effect.

The Tenant shall not grant any concession or enter into any licence or franchise to use the Leased Premises or any part thereof.

If the Tenant is an incorporated company, any change in the effective voting or other control of the company shall be deemed for the purposes hereof, to be an assignment of this Lease.

All of the Landlord’s legal fees or documentation fees, or both, necessary to the Landlord’s consent or lack of consent shall be borne by the Tenant. In the event of such assignment or subletting, the Tenant agrees to pay to the Landlord the Landlord’s then current charge.

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Section 4.19. Effect of Assignments, Etc . No assignment, or other disposition by the Tenant of this Lease or of any interest under this Lease, shall relieve the Tenant from the performance of its covenants, obligations or agreements under this Lease. Such assignment or other disposition shall render null and void at the time of such assignment or other disposition any options or rights to renew this Lease, options or rights to additional space and options or rights to car parking spaces unless the Landlord shall have otherwise agreed in writing.

Section 4.20. Keep Tidy . At the end of each business day the Tenant shall leave the Leased Premises in a reasonably tidy condition for the purpose of the performance of the Landlord’s cleaning services hereinafter referred to.

ARTICLE V

LANDLORD’S COVENANTS

Section 5.1. Quiet Enjoyment . The Landlord covenants with the Tenant for quiet enjoyment.

Section 5.2. Repair . The Landlord shall keep or cause the Building and the Rights in Common, to be kept in good repair and in a clean, orderly and safe condition (both inside and outside).

Section 5.3. Heating, Air-Conditioning, Janitorial Service, Etc . The Landlord in the same manner and to the same extent as a prudent owner and operator of the Building shall:

(a) provide and maintain, at least to the extent from time to time required under all provisions of this Lease, suitable and adequate Service Areas and Leasable Service Areas for use during Normal Business Hours in the conduct of business in the Building by the Tenant and all others entitled thereto,

(b) provide and maintain passenger elevator service during Normal Business Hours.

(c) provide heating of the Leased Premises to an extent sufficient to maintain a reasonable temperature therein at all times during Normal Business Hours,

(d) provide air-conditioning of the Leased Premises during Normal Business Hours with the existing air-conditioning equipment (if any) for the Leased Premises,

(e) provide janitorial services for the Leased Premises and the Rights in Common and the Leasable Service Areas and Service Areas to an extent sufficient to maintain them in a reasonably clean condition and when reasonably necessary from time to time to cause the exterior windows of the Building to be washed.

(f) employ personnel necessary to operate and maintain the heating and air-conditioning systems of the Building and the Rights in Common and to supervise the Building during Normal Business Hours.

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Section 5.4. Exceptions to Landlord’s Obligations . The obligations of the Landlord under Sections 5.2 and 5.3 shall be subject to the following exceptions:

(a) reasonable wear and tear which does not affect the proper use and enjoyment of the Building.

(b) repairs to, replacement or shampooing of carpeting (if any) in the Leased Premises,

(c) the obligations of the Tenant under Article IV.

(d) damage or injury resulting from any occurrence for which the Landlord is not required to maintain insurance under this Lease, and

(e) damage or injury caused by or resulting from any act, default or negligence of the Tenant, its officers, agents, servants, employees, contractors, invitees and licensees.

Section 5.5. Landlord’s Insurance . The Landlord shall take out and maintain or cause to be taken out and maintained with respect to the Building a policy or policies containing deductible clauses of any insurance company or companies of:

(a) insurance against destruction or damage by fire and those additional perils contained in the “extended perils” endorsement of such insurance company or companies usual from time to time for similar risks on a replacement cost basis excluding the replacement value of footings, foundations and pavements, and

(b) legal liability for bodily injury or death and property damage resulting from each occurrence up to such limits as the Landlord may from time to time reasonably determine but in any event not less than $3,000,000.00 all-inclusive.

Section 5.6. Building Taxes . Subject to Article IV, the Landlord shall pay or cause to be paid in the year in which same are due all Taxes levied, rated, charged or imposed against the Building.

ARTICLE VI

MUTUAL COVENANTS

Section 6.1. Entry by Landlord . The Landlord and its officers, agents, servants, employees and contractors shall be entitled at any time in cases of emergency or upon reasonable notice during Normal Business Hours to enter upon the Leased Premises for the purpose of making any repair in this Lease required or permitted to be made by the Landlord and for the purpose of making any repair which the Tenant fails to make according to notice in writing, or to do any work which the Landlord is required or permitted to do under this Lease.

Section 6.2. Maintenance of Services, etc . The Landlord shall have the right to use, install, maintain and repair pipes, wires, ducts and other installations in, under or through the walls, ceilings and floors of the Leased Premises for or in connection with the supply of any services or utilities to

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the Leased Premises or to any part of the Building or the Rights in Common and the right to do such work in the Leased Premises as the Landlord may deem necessary to preserve, improve or protect the Leased Premises or the Building.

Section 6.3. Suspension of Services . In order to make any repairs, alterations, improvements or additions in or relating to the Leased Premises or to any part of the Building or the Rights in Common, the Landlord, if such action is necessary, may interrupt or suspend the supply to the Leased Premises of any services or utilities until such repairs, alterations, improvements or additions shall be completed provided that such work shall be diligently proceeded with.

Section 6.4. Entry by Landlord Not to Interfere . The Landlord and its officers, agents, servants, employees and contractors in entering the Leased Premises or in making any repair or in doing any work shall not unreasonably or unnecessarily interfere with or disturb the conduct of the business of the Tenant.

Section 6.5. Entry in Absence of Tenant . If the Tenant or its representative shall not be personally present to open and permit an entry into the Leased Premises at any time when for any reason an entry therein shall be necessary or permissable under this Lease, the Landlord or the Landlord’s agent may enter the same by a master key, or may forcibly enter the same, without rendering the Landlord or such agent liable therefor, and without in any manner affecting the covenants, obligations and agreements of the Tenant under this Lease.

Section 6.6. Overholding . If at the expiration of the Term by lapse of time unless this Lease has been renewed in accordance with the provisions of Section 10.1 hereof, the Tenant shall hold over without the written content of the Landlord for any reason the tenancy of the Tenant thereafter shall be from month to month at a 100% increased monthly rent and shall, in the absence of written agreement to the contrary, be subject to all covenants, obligations and agreements provided for in this Lease, except as to duration and rights of renewal, if any.

Section 6.7. Limit of Landlord’s Liability . Except for matters arising from the negligence of the Landlord, its officers, agents, servants, employees or contractors, the Landlord shall not be liable or responsible in any way for, and the Tenant shall not be entitled to any abatement of Rent in respect of, any loss, damage or injury of any nature whatever that may be suffered or sustained to any persons or property, and in particular, without limiting the generality of the foregoing, the Landlord shall not be liable for any loss, damage or injury of any nature whatever to any person or persons or property:

(a) resulting from any defect in the Leased Premises or in the Building or the Rights in Common,

(b) resulting from the condition or arrangement or from the interruption or breakdown of any elevators, heating, ventilating, air-conditioning or mechanical, sprinkler or electrical equipment or machinery or of any water, gas, sewage, telephone or other communications facilities or electrical power services or utilities comprised in the Leased Premises or in the Building or the Rights in Common or belonging thereto, connected therewith or used in the operation thereof.

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(c) by reason of the failure to supply adequate drainage,

(d) by reason of steam, smoke, water, rain, snow or other substances leaking, issuing, flowing or escaping into any part of the Leased Premises or,

(e) resulting from anything done or omitted to be done by the Landlord, its servants, employees, agents, contractors, customers, invitees or licensees, by other occupants of the Building, or by persons in the Leased Premises or the Building, by occupants of adjacent property or by the public.

nor shall the same constitute an eviction.

Section 6.8. Landlord’s Alterations . The Landlord at any time and from time to time may make alterations or additions to, and construct additional stories on the Building, and may build adjoining the same. No such alterations, addition or construction shall unreasonably interfere with access to the Leased Premises.

Section 6.9. Tenant’s Alterations . The Tenant shall not make any alteration, repair, addition or improvement to the Leased Premises nor make, construct, erect or install any Leasehold Improvements in or to the Leased Premises, except with the prior written approval of the Landlord, such approval not to be unreasonably withheld, and in accordance with the procedures and provisions set out in this section. Before beginning any such work the Tenant shall deliver to the Landlord sufficient copies of its plans and specifications therefor and such other information as the Landlord may reasonably require with respect thereto. The Landlord may require revisions to such plans and specifications and payment of the cost to the Landlord of having its architects approve such plans and specifications as conditions of its approval for such work. Such approval shall not release the Tenant from its obligation to obtain a building permit if one is necessary. All such work shall be done by Tenant:

(a) in accordance with the applicable requirements of all regulatory authorities having jurisdiction with respect thereto,

(b) as expeditiously as possible in a good and workmanlike manner and with first-class new materials,

(c) in compliance with such reasonable rules and regulations as the Landlord or its agents or contractors may make,

(d) in such manner as will not interfere unreasonably with the work being done by the Landlord upon the Leased Premises or any other portion of the Building,

(e) subject to the reasonable supervision of the Landlord or its agents or contractors and the payment of a reasonable fee in connection with such supervision,

(f) only by contractors approved by the Landlord; provided that the Landlord may at its option require any mechanical or electrical work be done by the Landlord’s contractor,

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(g) only by persons whose labour union affiliations are acceptable to the unions of which the employees of the Landlord, its contractors or subcontractors are members, and

(h) at the risk of the Tenant.

Any such work which is not done in accordance with the plans, specifications, information and revisions delivered to and approved by the Landlord or is not otherwise in accordance with the requirements of this section, and which has not been removed or corrected forthwith after demand, may be removed or corrected by the Landlord at the expense of the Tenant. The Tenant shall also pay to the Landlord with respect to such work, the reasonable cost to the Landlord of all utilities supplied to the Leased Premises with respect to such work and any special or additional services provided to the Tenant during the conduct of such work, including special supervision, the cost of any necessary cutting or patching of or repairing any injury to the Building or to 144 Front Street West, or the Leased Premises, any cost to the Landlord of removing refuse or materials and of cleaning as a result of such work, any cost to the Landlord of changes required by the Tenant for the use of the Leased Premises, and all other costs incurred for the accommodation of such work (including delays caused by the conduct of such work) and any other cost of the Landlord which can reasonably be allocated as a direct expense relating to the conduct of such work. Such costs of the Landlord shall be paid to the Landlord by the Tenant as they are incurred by the Landlord and invoiced to the Tenant. Any such invoices may be based upon the Landlord’s reasonable estimate of any cost wherever such cost cannot be exactly determined from information then available to the Landlord.

Section 6.9.1 Tenant to Discharge all Liens

(a) The Tenant will not allow or cause any construction or other liens or encumbrances in respect of materials supplied or work done or to be done by or on behalf of the Tenant to be registered against or otherwise affect the Building, the Lands, the Leased Premises or any part thereof or the Landlord’s or Tenant’s interest in the Leased Premises.

(b) If a lien or other encumbrance is registered against or otherwise affects the Building or the Leased Premises or the Landlord’s or Tenant’s interest therein, and the Tenant fails to discharge or cause any such lien or encumbrance to be discharged or vacated within five (5) days after it is filed or registered, then the Landlord may, in addition to its other rights and remedies, discharge the lien or encumbrance or have it vacated by paying the amount claimed into court or directly to the lien claimant and the Tenant will pay to the Landlord, upon demand, all costs (including the amount so paid and any legal costs and expenses) plus interest at an annual rate of three (3) percentage points above the Stipulated Rate of Interest, calculated and compounded monthly.

Section 6.10. Termination in the Event of Damage . Notwithstanding the other provisions of this Lease, if the Building or the Rights in Common is damaged or destroyed by any casualty against which the Landlord is insured so as to render the Leased Premises unfit for the purpose of the Tenant or incapable of access, the Rent reserved by this Lease or a proportionate part thereof shall abate to the extent of insurance recoveries received by the Landlord from the date of the damage or

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destruction, until the Leased Premises are rebuilt unless the Tenant is obliged to repair under the terms of this Lease; provided that upon the delivery of an Architect’s Certificate to the effect:

(a) that the Leased Premises cannot be rebuilt or made fit for the purposes of the Tenant within one hundred and twenty (120) days of such damage or destruction, the Landlord, at its option, instead of making the Leased Premises fit for the Tenant, may terminate this Lease by giving to the Tenant within thirty (30) days after such damage or destruction notice of the termination, and thereupon Rent shall be apportioned and paid to the date of such damage or destruction and the Tenant shall immediately deliver up vacant possession of the Leased Premises to the Landlord;

(b) that irrespective or whether the Leased Premises are damaged or destroyed, fifty percent (50%) or more of the leasable area of the Building or the Rights in Common is damaged or destroyed and such area cannot be rebuilt or made fit for the purposes of the tenants of such leasable area within one hundred and eighty (180) days or such damage or destruction, the Landlord, at its option, may terminate this Lease by giving to the Tenant within thirty (30) days after such damage or destruction notice of termination requiring vacant possession of the Leased Premises sixty (60) days after delivery of such notice of termination and thereupon Rent and any other payments for which the Tenant is liable under this Lease shall be apportioned and paid to the date on which vacant possession is required and the Tenant shall deliver up vacant possession of the Leased Premises to the Landlord in accordance with such notice of termination and the provisions of this Lease.

Section 6.11. Termination for Demolition . Notwithstanding any other provisions of this Lease, if the Landlord shall have decided or determined, in its sole and absolute discretion, to:

(a) sell the whole or any part of the Building of which the Leased Premises form a part;

(b) demolish the whole or any part of the Building of which the Leased Premises form a part; or

(c) redevelop, reconstruct, renovate or alter the whole or any part of the Building of which the Leased Premises form a part;

to the extent that vacant possession of the Leased Premises is necessary, expedient or desired, as determined by the Landlord in its sole and absolute discretion, the Landlord may unilaterally terminate this Lease by giving not less than twelve (12) months notice in writing to the Tenant. It is hereby acknowledged and agreed by the parties hereto that the Tenant shall have no claim or cause of action whatsoever (including but not limited to claims for damages, losses, expenses and other compensation) against the Landlord with respect to, relating to or arising from such termination of the Lease by the Landlord and that the Landlord shall have no obligation or liability whatsoever to the Tenant with respect to, relating to or arising from such termination of the Lease by the Landlord. On the last day of the aforementioned twelve (12) month notice period or on such other termination date as specified in the written notice to the Tenant, the Tenant shall deliver up vacant possession of the Leased Premises to the Landlord in accordance with the provisions of this Lease and shall

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execute all documents and other assurances deemed necessary or desirable by the Landlord in its sole and absolute discretion to give effect to the provisions of this Section.

In the event the Landlord exercises the foregoing termination right and provided: (i) the Tenant has not been in default of any of its covenants and obligations under this Lease; and (ii) the Tenant has submitted evidence to the Landlord substantiating the Tenant Improvements Costs incurred pursuant to Section 2.4 hereof, the Landlord shall compensate the Tenant for the undepreciated portion of the Tenant Improvement Costs calculated in accordance with the applicable amount, depending on the month in which the effective date of termination occurs, as set out below:

Section 6.12. Rules and Regulations . The Landlord shall be entitled from time to time to make and to amend and supplement reasonable rules and regulations not inconsistent with this Lease and applying uniformly to all tenants in the Building. Without limiting the generality of the foregoing, such rules and regulations may relate to and govern the operation, maintenance, safety, care, cleanliness and use of the Building, the Leased Premises, the Leasable Service Areas and the Service Areas, and access to the Building and the Rights in Common and the Leased Premises other than during Normal Business Hours. The Tenant shall comply with the rules and regulations set out in Schedule “B” to this Lease and any amendments or supplements thereto and shall cause its officers, agents, servants, employees, contractors, customers, invitees and licensees to comply with such rules and regulations. The Landlord shall be under no responsibility for its failure to enforce any of such rules or regulations. The Landlord shall give reasonable notice to the Tenant of any amendments or supplements to such rules and regulations.

Section 6.13. Transfers by Landlord . The Landlord, at any time and from time to time, may sell, transfer, lease, assign or otherwise dispose of the whole or any part of its interest in the Building or in the Leased Premises and, at any time and from time to time, may enter into any mortgage of the whole or any part of its interest in the Building or in the Leased Premises. If the party acquiring such interest shall have agreed to assume, and so long as it holds such interest, to perform each of the covenants, obligations and agreements of the Landlord under this Lease in the same manner and to the same extent as if originally named as the Landlord in this Lease the Landlord shall thereupon be released from all of its covenants, obligations and agreements under this Lease.

Section 6.14. Rights of Landlord’s Mortgagees . If at any time during the currency of a mortgage of the interest of the Landlord in the Leased Premises notice of which has been given to the Tenant, any default shall occur in the performance of any of the covenants, obligations or agreements of the Landlord which would give rise to a right in the Tenant to terminate this Lease,

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then the Tenant, before becoming entitled as against the holder of such mortgage to exercise any right to terminate this Lease, shall give to the holder of such mortgage notice in writing of such default. The holder of such mortgage shall have such period as may be reasonable in the circumstances within which to remedy such default as agent of the Landlord (or by such other means as will avoid the holder of such mortgage becoming a mortgagee in possession of the Leased Premises by r